The
following table displays the reconciliation of the total market capitalization attributable to Legato III shareholders and the reverse
recapitalization impact to share premium as of June 9, 2026 and the calculation of the listing expense recognized for the six months
ended June 30, 2026:
Schedule
of reverse recapitalization impact
| Description | |
Amount | |
| Fair value of
Einride (negotiated equity value per the amended BCA) on Closing Date in USD | |
| 1,350,000,000 | |
| USD/SEK exchange rate at the
Closing Date | |
| 9.4234 | |
| Fair value of Einride in TSEK | |
| 12,721,590 | |
| Legato
III shareholders’ ownership interest in the combined company at Closing | |
| 2.81 | % |
| Deemed
fair value of shares issued to Legato III shareholders in TSEK | |
| 357,406 | |
| Less: Net
assets of Legato III: | |
| | |
| Cash and cash equivalents
(Trust, net of redemptions) in TSEK | |
| 8,579 | |
| Less: Notes payable liability
assumed in TSEK | |
| (4,775 | ) |
| Less: Accrued liabilities
for Legato III’s unpaid transaction related costs assumed in TSEK | |
| (11,779 | ) |
| Less:
Legato III Public and Private Warrant liabilities assumed in TSEK (a) | |
| (270,886 | ) |
| Total
net assets of Legato III as of the Closing Date in TSEK | |
| (278,861 | ) |
| Listing
expense in TSEK (b) | |
| 636,267 | |
| (a) | | Represents the
fair market value as of the Closing Date of certain warrants over the Company shares (“SPAC warrants”) issued by Einride
to replace Public and Private Warrant previously issued by Legato III. The new warrants have the same terms and conditions as the warrants
issued by Legato. As the terms of the Legato III’s Public Warrants and Private Placement Warrants are substantially the same before
and after the completion of the Reverse Recapitalization, the Warrants are not deemed to be additional consideration under IFRS 2 but
rather the Legato III Public Warrants and Private Placement Warrants were assumed as part of the Reverse Recapitalization. The assumed
warrant liabilities are deducted from the net assets of Legato III in determining the IFRS 2 listing expense, which increases the listing
expense amount. |
| (b) | | The listing expense
of SEK 636,267 thousand has been recognized in the condensed consolidated interim statement of comprehensive loss as part of general
and administrative expenses within operating loss, separate from financial income/expense items. The listing expense recognized is a
non-cash charge. |
The
following table displays the reconciliation of the total market capitalization attributable to Legato III stockholders and the reverse
recapitalization impact to share premium for the six months ended June 30, 2026:
| Description | |
Amount | |
| (SEK in
thousand) | |
| | |
| Deemed fair value
of shares issued to Legato III shareholders | |
| 357,406 | |
| Less: Ordinary shares issued
(par value of shares issued) | |
| (16 | ) |
| Additional
share premium from Reverse Recapitalization, net | |
| 357,390 | |
|