Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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References to the “Company,” “Leo Holdings III Corp,” “Leo Holdings III,” “our,” “us” or “we” refer to Leo Holdings III Corp.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with our Unaudited Condensed Consolidated Financial Statements, including the unaudited interim condensed financialNotes to those statements, and the notes thereto containedincluded elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q, includes and the section entitled "Cautionary Note Regarding Forward-Looking Statements" in this Quarterly Report on Form 10-Q. As discussed in more detail in the section entitled "Cautionary Note Regarding Forward-Looking Statements," this discussion contains forward-looking statements, withinwhich involve risks and uncertainties. Our actual results may differ materially from the meaningresults discussed in the forward-looking statements.
Our Mission and Vision
Our mission is to bring our farm to your kitchen. Our vision is to deliver the freshest, locally grown produce over the fewest food miles. We believe that happy plants make happy taste buds and we are committed to reimagining the standards of Section 27Afreshness. We also believe that local is the best kind of business, and we are committed to helping communities thrive for generations to come. We are committed to building empowered local teams.
Company Overview
Local Bounti is a controlled environment agriculture ("CEA") company that produces sustainably grown produce, focused today on living and loose leaf lettuce. Founded in 2018, and headquartered in Hamilton, Montana, Local Bounti utilizes its patented Stack & Flow Technology® to grow healthy food sustainably and affordably. Our proprietary process is a hybrid, utilizing vertical farming in early plant growth, followed by greenhouse farming for final grow out. We designed our Stack & Flow Technology® to give our products exactly what they need at every step of their growth cycle. Our goal is to grow in an environmentally sustainable manner that not only increases harvest efficiency and enhances unit economics, but also limits water usage and reduces the carbon footprint of the Securities Actproduction and distribution process. Controlling the environmental conditions in both the 'Stack' and 'Flow' components of 1933, as amended,our growing system helps to ensure healthy, nutritious, consistent, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statementsdelicious products that are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings.Overview
We are a blank check company incorporated as a Cayman Islands exempted company on January 8, 2021. We were formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”non-genetically modified organisms ("non-GMO"). We are an emerging growthuse 90% less water, 90% less land, and significantly less pesticides and herbicides than traditional outdoor agriculture operations.
Our first facility in Hamilton, Montana (the "Montana Facility") commenced construction in 2019 and reached full commercial operation by the second half of 2020. In 2021, we successfully completed the expansion of our Montana Facility, more than doubling our production capacity. The Montana Facility is currently used for commercial production, as well as research-and-development activities. In 2022, we acquired California-based complementary greenhouse farming company Hollandia Produce Group, Inc. and as such,its subsidiaries, which operated under the name Pete's. Through the Pete's Acquisition, we significantly increased our growing footprint to include two then-existing facilities in California and one under-construction facility in Georgia. The Georgia facility initially became operational in July 2022 and was significantly expanded in 2023. In 2024, we completed construction on two new facilities in Texas and Washington, bringing our total facility count to six.
We distribute our products to over 13,000 retail locations across 35 U.S. states, primarily through direct relationships with blue-chip retail customers, including Albertsons, Sam's Club, Kroger, Target, Walmart, Whole Foods, and AmazonFresh. Our primary products include living butter lettuce – for which we are
subject to alla leading provider with an approximate 80% share of the
risks associatedCEA market within the Western U.S. – as well as packaged leafy greens and cress. We are currently expanding distribution of our Grab & Go Salad Kits and are set to expand our baby leaf portfolio by introducing several high-velocity offerings including spinach, arugula, 50/50 blend and power greens by the third quarter of 2024. In October 2022, we signed an offtake agreement with
emerging growth companies.Our sponsorSam's Club for our leafy greens production initially starting at our greenhouse facility in Georgia. The offtake agreement provides for the sale of defined minimum quantities of leafy greens from certain facilities and runs through September 2028.
We intend to continue to increase our production capacity and expand our reach to new markets, new geographies, and new customers through the building of new facilities, the expansion of existing facilities, or the acquisition of existing greenhouse facilities, which we would evaluate to update with our Stack & Flow Technology®. We conduct an ongoing build-versus-buy analysis whenever we decide to build a new facility or acquire an existing facility. We also continue to explore expanding our product offerings to new varieties of fresh greens, herbs, berries, and other produce. Additionally, we evaluate commercial opportunities as part of these expansion efforts on an ongoing basis.
Commercial Facility Expansion Update
Byron, Georgia Facility Continues to Operate at Heightened Levels of Production
In the first quarter, we increased production by an additional 50% compared to December 2023, which equates to production that is Leo Investors III lp,approximately three times that of a Cayman Islands exempted limited partnership (the “Sponsor”)year ago, and this has continued through April of 2024. We recently initiated a scaled trial for a differentiated use of our Stack towers that have in a smaller trial demonstrated a further yield increase of at least 10% beyond what is currently being achieved. We expect to receive those results later in the second quarter of 2024. We are focused on satisfying existing demand from retailers across the southeastern U.S. In March of 2024, the Company delivered its first shipment of Spinach to customers from the Georgia facility.
Commissioning at Mount Pleasant, TX and Pasco, WA Facilities; Shipping First Product to Customers
We commenced operations and test seeding at both the Texas and Washington facilities in late January of 2024 and we are shipping our first product to customers in the second quarter. The Texas facility fortifies our distribution in markets across Texas, Oklahoma, Louisiana, Mississippi, Arkansas, Kansas, and Missouri. The Washington facility bolsters our distribution capabilities in the Pacific Northwest to serve our expanding retail customer base.
Capacity Expansion at Existing Facilities in 2024
Plans remain underway to build additional capacity across our network of facilities enabled with our Stack & Flow Technology®. The registration statement for our Initial Public Offering was declared effective on February 25, 2021. On March 2, 2021, we consummated our Initial Public Offeringlocations and degree of 27,500,000 units (the “Units” and, with respectexpansion will be announced at a future date, but construction is currently anticipated to the Class A ordinary shares includedbegin late in the Units being offered, the “Public Shares”), including 3,500,000 additional Unitssecond quarter of 2024, subject to partially cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $275.0 million, and incurring offering costs of approximately $15.8 million, of which approximately $9.6 million was for deferred underwriting commissions.Simultaneously with the closing of the Initial Public Offering,CCLs from a commercial finance lender discussed in the Company consummatedLiquidity and Capital Resources section of this
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. The planned expansions are designed to provide additional capacity and allow for our growing product assortment to meet existing demand from our direct relationships with blue-chip retailers and distributors. The planned expansions are designed to provide additional capacity and allow for our growing product assortment to meet existing demand from our direct relationships with blue-chip retailers and distributors.
Next Facility to be Opened in the private placement (“Private Placement”)Midwest
We are planning our next high-tech Stack & Flow facility to be built in the Midwestern U.S. The region is in close proximity to existing customers' distribution networks and will support growing retail demand for our products, improve service to retail partners throughout the Midwest, and also provide improved access to the Northeast. We expect to name the future location following completion of
5,333,333 warrants (each,negotiations and are targeting construction to begin in the third quarter of 2024. This future facility is expected to comprise a
“Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $8.0 million, and incurring offering costs approximately $11,000.Upon the closingsix-acre greenhouse that is supported by multiple Stack zones.
Hamilton, Montana Facility to Transition from R&D to Commercial Production
The transition of the Initial Public OfferingMontana Facility from a research and development focus to a commercially oriented focus growing produce for sale to customers is on track for mid-year completion. This transition will follow the Private Placement, $275.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selectedcapacity enhancements brought about by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by us, until the earlier of: (i) the completion of a Business Combinationthe Georgia facility and (ii) the commencement of operations at both Texas and Washington and is expected to help drive us toward our goal of achieving positive adjusted EBITDA in early 2025.
Product Development & Distribution
Starting in the second quarter of 2024, we expect to expand distribution of our Grab-and-Go Salad Kits to customers throughout the Trust AccountPacific Northwest and Southern United States, which will include approximately 700 doors of incremental distribution to our current footprint and include four unique flavor offerings: Artisanal Chicken Caesar, Memphis Inspired Chicken, Sweet Poppy Power, and Modern Greek Style.
We are set to expand our baby leaf assortment in the third quarter of 2024 by introducing several high-velocity offerings including Arugula, Baby Spinach & Spring Mix Blend, and Power Greens. While we are still scaling up these products, we are pleased to have delivered our first shipment of Spinach to customers in March of 2024 out of the Georgia facility.
Factors Affecting Our Financial Condition and Results of Operations
We have expended, and we expect to continue to expend, substantial resources as described below.we:
Our management has broad discretion
•complete construction and commissioning of new and expanded facilities;
•standardize operating and manufacturing processes across our facilities;
•identify and invest in future growth opportunities, including new product lines;
•invest in product innovation and development;
•invest in sales and marketing efforts to increase brand awareness, engage customers and drive sales of our products; and
•incur additional general administration expenses, including increased expenses associated with respectgrowing operations.
Results of Operations
Three Months Ended March 31, 2024 compared to the specific applicationThree Months Ended March 31, 2023
The following table sets forth our historical operating results for the periods indicated:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | | | |
| | 2024 | | 2023 | | $ Change | | % Change |
| (in thousands) | | | | |
| Sales | $ | 8,383 | | | $ | 6,698 | | | 1,685 | | 25% |
Cost of goods sold(1)(2) | 7,597 | | | 6,419 | | | 1,178 | | 18% |
| Gross profit | 786 | | | 279 | | | 507 | | 182% |
| Operating expenses: | | | | | | | |
Research and development(1)(2) | 3,487 | | | 3,576 | | | (89) | | (2)% |
Selling, general and administrative(1)(2) | 7,598 | | | 15,981 | | | (8,383) | | (52)% |
| Total operating expenses | 11,085 | | | 19,557 | | | (8,472) | | (43)% |
| Loss from operations | (10,299) | | | (19,278) | | | 8,979 | | (47)% |
| Other income (expense): | | | | | | | |
| Change in fair value of warrant liability | (4,180) | | | — | | | (4,180) | | 100% |
| Interest expense, net | (9,608) | | | (4,299) | | | (5,309) | | 123% |
| Other income | 37 | | | 50 | | | (13) | | (26)% |
| Net loss | $ | (24,050) | | | $ | (23,527) | | | (523) | | 2% |
(1) Amounts include stock-based compensation as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, | | | | |
| | 2024 | | 2023 | | $ Change | | % Change |
| (in thousands) | | | | |
| Cost of goods sold | $ | 21 | | | $ | 87 | | | (66) | | (76)% |
| Research and development | 93 | | | 738 | | | (645) | | (87)% |
| Selling, general and administrative | (1,048) | | | 5,134 | | | (6,182) | | (120)% |
| Total stock-based compensation expense, net of amounts capitalized | $ | (934) | | | $ | 5,959 | | | (6,893) | | (116)% |
(2) Amounts include depreciation and amortization as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, | | | | |
| | 2024 | | 2023 | | $ Change | | % Change |
| Cost of goods sold | $ | 1,203 | | | $ | 936 | | | | | |
| Research and development | 797 | | | 566 | | | 231 | | 41% |
| Selling, general and administrative | 1,228 | | | 1,956 | | | (728) | | (37)% |
| Total depreciation and amortization | $ | 3,228 | | | $ | 3,458 | | | (230) | | (7)% |
The following sections discuss and analyze the changes in the significant line items in our Unaudited Condensed Consolidated Statements of Operations for the net proceeds ofcomparative periods in the Initial Public Offering andtable above.
Sales
We derive our revenue from the sale of Private Placement Warrants, although substantially allproduce grown at our facilities. Sales increased by $1.7 million for the three months ended March 31, 2024, compared to the three months ended March 31, 2023. The increase was primarily due to increased production and growth in sales from our facility in Georgia.
Cost of Goods Sold
Cost of goods sold is the direct cost of growing produce for sale at our greenhouse facilities, including labor costs, which consists of wages, salaries, benefits, and stock-based compensation, seeds, soil, nutrients and other input supplies, packaging materials, depreciation, utilities and other manufacturing overhead. We expect that, over time, cost of goods sold will decrease as a percentage of sales, as a result of scaling our business.
Cost of goods sold increased by $1.2 million for the three months ended March 31, 2024, compared to the three months ended March 31, 2023, due primarily to increased production and sales of $1.7 million.
Research and Development
Research and development expenses consist primarily of costs related to research and development of our production, harvesting, and post-harvest packaging methods, techniques, and processes, as well as production surplus costs related to the development and testing of our production processes. Our research and development efforts are focused on the development of our processes utilizing our facilities, increasing production yields, developing new leafy green SKUs and value-added products such as grab-and-go salads, and exploring new crops, including spinach, arugula, and berries. We expect that as our facilities continue to scale that research and development expenses will decrease significantly in 2024 and beyond as a result of the net proceeds are intended to be applied generally toward consummating a Business Combination. Thereestablishment of our growing process. Research and development is no assurance that we will be able to complete a Business Combination successfully. We must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes paid or payable on income earned on the Trust Account)performed at the timeMontana and Georgia facilities, where we continue to develop our commercial scale Stack & Flow Technology® and processes for implementation at our other facilities. We expect to transition in 2024 the majority of the signing of the agreement to enter into the initial Business Combination. However, we will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.If we are unable to complete a Business Combination within the Combination Period, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount thenour Montana Facility from its current focus on deposit in the Trust Account, including interest earned on the funds held in the Trust Accountresearch and not previously released to us to pay our taxes that were paid by us or are payable by us, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
Liquidity and Capital Resources
As of March 31, 2021, we had approximately $804,000 in its operating bank account and working capital of approximately $1.7 million.
Our liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares, the loan of approximately $112,000 from the Sponsor pursuantdevelopment to a promissory note. We repaidcommercially oriented facility that is growing produce for sale to customers. This transition will follow the note in full on March 3, 2021. Subsequent fromcapacity enhancements brought about by the consummation of the Initial Public Offering, our liquidity has been satisfied through the net proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, provide us Working Capital Loans. To date, there were no amounts outstanding under any Working Capital Loan.
Based on the foregoing, management believes that we will have sufficient working capital and borrowing capacity from our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, we will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.
Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on our financial position, results of our operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Results of Operations
Our entire activity since inception up to March 31, 2021 was in preparation for our formation and the Initial Public Offering. We will not be generating any operating revenues until the closing and completion of our initial Business Combination.
ForGeorgia facility and the period from January 8, 2021 (inception) throughcommencement of operations at both the Texas and Washington facilities and is expected to help drive us toward our goal of achieving positive adjusted EBITDA in early 2025.
Research and development costs decreased by $0.1 million for the three months ended March 31, 2021,2024, compared to the three months ended March 31, 2023. As explained above, as the Georgia facility has been completed and operations have commenced at both the Texas and Washington facilities, there has been a resulting decrease of investment in personnel, materials, supplies, and facility capacity devoted to research and development. However, we had net incomecontinue to incur costs for the development of our production, harvesting, and post-harvest packaging techniques and processes, including production surplus costs related to the development and testing of our commercial scale Stack & Flow Technology and production processes at the Georgia facility.
Selling, General, and Administrative Expenses
Selling, general, and administrative expenses consist of employee compensation, including salaries, benefits, and stock-based compensation for our executive, legal, finance, information technology, human resources and sales and marketing teams, expenses for third-party professional services, insurance, marketing, advertising, computer hardware and software, and amortization of intangible assets, among others. We expect selling, general, and administrative expenses to decrease significantly in 2024 due primarily to expected salary cost savings of approximately $998,000, which consisted$5.0 million on an annualized basis as a result of approximately $1.4our recent actions to streamline our organizational structure.
Selling, general, and administrative expenses decreased by $8.4 million for the three months ended March 31, 2024, compared to the three months ended March 31, 2023, primarily related to a $6.2 million decrease in change instock-based compensation expense that was a result of prior year awards that were issued at a higher fair value, as compared to the fair value of warrant liabilities offset by approximately $125,000 generalawards being expensed in the current period, that fully vested and administrative expensesexpensed in the prior quarter. In addition, stock-based compensation resulted in a net benefit for the three months ended March 31, 2024 due to forfeitures of RSU awards in the current period that were granted at significantly higher grant-date fair values than the RSU awards currently being expensed. Additional decreases as compared to the prior year period were a $1.2 million decrease in legal, accounting, and approximately $10,000 in related party administrativeprofessional consulting fees, and approximately $276,000 offering costs associated with issuancea $0.7 million decrease in depreciation and amortization.
Change in Fair Value of
public and private warrants.Contractual Obligations
Administrative Support Agreement
CommencingWarrant Liability
The change in fair value of warrant liability includes the mark-to-market adjustments to the warrant liability to reflect its fair value as of the end of the reporting period. The increase in fair value of the warrant liability is primarily due to the increase in our closing stock price at March 31, 2024 compared to the closing stock price on the
prior measurement date
that the Company’s securities were first listed on the New York Stock Exchange, the Company agreed to pay the Sponsorof December 31, 2023. The period-end close stock price is a
total of $10,000 per month for office space, secretarial and administrative services providedkey input to the
Company. Upon completionBlack-Scholes model we use to measure and estimate the fair value of the
initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. We incurred approximately $10,000 in expenses in connection with such services for the period from January 8, 2021 (inception) through March 31, 2021, as reflected in the accompanying unaudited condensed statement of operations. As of March 31, 2021, approximately $10,000 in accounts payable with related party was outstanding, respectively, as reflected in the accompanying unaudited condensed balance sheet.Registration and Shareholder Rights
The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon consummation of the Initial Public Offering. These holders were entitled to certain demand and “piggyback” registration rights. However, the registration and shareholder rights agreement provided that we will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. We will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
We granted the underwriter a 45-day option from the final prospectus relating to the Initial Public Offering to purchase up to 3,600,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters partially exercised their over-allotment option on March 2, 2021 to purchase an additional 3,500,000 Over-Allotment Units. The remaining unexercised over-allotment option expired at the conclusion of the 45-day option period.
The underwriter was entitled to an underwriting discount of $0.20 per unit, or $5.5 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $9.6 million in the aggregate will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.
Critical Accounting Policies
Class A ordinary shares subject to possible redemption
We account for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2021, 25,436,480 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of our balance sheet.
Net Income per Ordinary Share
Net income per ordinary share is computed by dividing net income applicable to shareholders by the weighted average number of ordinary shares outstanding during the period. We have not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 10,833,333 ordinary shares in the calculation of diluted income per share, because their inclusion would be anti-dilutive under the treasury stock method.
Our unaudited condensed statement of operations includes a presentation of income per ordinary shares subject to redemption in a manner similar to the two-class method of income (loss) per share. Net income per ordinary share, basic and diluted for Class A ordinary shares is calculated by dividing the investment income earned on the Trust Account of approximately $0 by the weighted average number of Class A ordinary shares outstanding for the period from January 8, 2021 (inception) through March 31, 2021. Net income per ordinary share, basic and diluted for Class B ordinary shares is calculated by dividing the net income of approximately $998,000 for the period from January 8, 2021 (inception) through March 31, 2021, less income attributable to Class A ordinary shares, by the weighted average number of Class B ordinary shares outstanding.
Derivative warrant liabilities
We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.
Interest Expense, net
Interest expense consists primarily of contractual interest and amortization of debt issuance costs, net of interest capitalized for construction assets, related to the loans from Cargill Financial and also interest recognized per the terms of our financing obligation related to the Montana Facility and the California Facilities. We accountcapitalize interest costs on borrowings during the construction period of major construction projects as part of the cost of the constructed assets.
Interest expense, net increased by $5.3 million for the three months ended March 31, 2024, compared to the three months ended March 31, 2023. The increase is primarily due to an increase in the principal amount outstanding on the Senior Facility, and, to a lesser extent, a variable rate increase on the Senior Facility period over period, both of which increased interest expense by $4.4 million over the prior year period. Also contributing to the net increase was $0.9 million of incremental interest expense for the financing obligations related to the California Facilities. During the three months ended March 31, 2024 and 2023, we capitalized $5.7 million and $2.1 million of interest, respectively.
Liquidity and Capital Resources
We have incurred losses and generated negative cash flows from operations since our inception. At March 31, 2024, we had an accumulated deficit of $327.4 million and cash and cash equivalents and restricted cash of $14.7 million.
The Facilities with Cargill Financial contain various financial and non-financial covenants and certain restrictions on our business, which include restrictions on additional indebtedness, minimum liquidity and other financial covenants, and material adverse effects, that could cause us to be at risk of default. A failure to comply with the covenants and other provisions of these debt instruments, including any failure to make payments when required, would generally result in events of default under such instruments, which could result in the acceleration of a substantial portion of such indebtedness.
The CEA business is capital-intensive. Currently, our primary sources of liquidity and capital resources are cash on hand, cash flows generated from the sale of our products, and the Facilities with Cargill Financial. Cash expenditures over the next 12 months are expected to include general operating costs for employee wages and related benefits, outside services for legal, accounting, IT infrastructure, and costs associated with growing, harvesting and selling our products, such as the purchase of seeds, soil, nutrients and other growing supplies, shipping and fulfillment costs, and facility maintenance costs.
The Ninth Amendment to the credit facilities with Cargill Financial, as described in Note 6, Debt, of the Unaudited Condensed Consolidated Financial Statements, allows for the payment in kind of the quarterly interest payments due and payable for the quarters ending June 30, 2024, September 30, 2024, and December 31, 2024. The Ninth Amendment also provides for up to $15.0 million in working capital for the Company, $5.0 million of which has been drawn down, and the remaining $10.0 million of which remains available to the Company as of March 31, 2024. In addition, the Company expects to close in the second quarter of 2024 on the four previously disclosed CCLs from a commercial finance lender that were executed in the second half of 2023. Together, the CCLs will provide financing of approximately $228 million to fund its 10,833,333 warrants issued2024 facility expansions, its new greenfield facility in connection with its Initial Public Offering (5,500,000)the Midwest, and Private Placement (5,333,333), as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, we recognizeto repay certain existing construction financing which will lower the warrant instruments as liabilities at fair value and adjustsCompany’s cost of capital. The funding expected pursuant to the instruments to fair value at each reporting period. The liabilities areCCLs is subject to re-measurementthe completion of definitive documents and the satisfaction of customary closing conditions.
The Company believes that the remaining $10.0 million of working capital from Cargill Financial, the $228 million from a commercial finance lender, the Company's current cash position, cash generated from product sales, and anticipated additional deferrals of future cash interest and principal payments under the Company's credit facilities with Cargill Financial will be adequate to fund the Company’s planned operations over the next 12 months from the issuance of these Unaudited Condensed Consolidated Financial Statements.
We also believe additional cash can be secured through other debt, equity financings, or sale leaseback financing, if necessary. However, there can be no assurance that equity or debt financing will be available to us should we need it or, if available, that the terms will be satisfactory to us and not dilutive to existing shareholders. Our future capital requirements and the adequacy of available funds will depend on many factors, including those set forth in Part I, Item 1A of the Company's most recent Annual Report on Form 10-K. Our failure to raise capital as and when needed could have significant negative consequences for our business, financial condition and results of consolidated operations.
Cargill Loans
In September 2021, the Company and Cargill Financial entered into the Senior Facility and the Subordinated Facility. Subsequent to the amendments described in Note 6, Debt, of the Unaudited Condensed Consolidated Financial Statements, Cargill Financial may in its discretion provide advances under the Facilities of up to $343.5 million (plus paid-in-kind interest and fees), including capital to fund construction at each balance sheet date until exercised,the Company’s facilities in Georgia, Texas, and anyWashington, subject to certain conditions. As of March 31, 2024, a total of $317.6 million and $49.7 million was outstanding on the Senior Facility and the Subordinated Facility, respectively. The Senior Facility and the Subordinated Facility are included in "Long-term debt" on the Unaudited Condensed Consolidated Balance Sheets.
At March 31, 2024, our principal and estimated interest payment obligations for the Senior Facility and the Subordinated Facility are as follows(1):
| | | | | |
| (in thousands) | |
| Remainder of 2024 | $ | 37,550 |
| 2025 | 77,608 |
| 2026 | 86,788 |
| 2027 | 86,788 |
| 2028 | 303,325 |
| |
| Total | $ | 592,059 |
_____________________
(1) Interest is calculated based on a 12.5% interest rate for the Subordinated Facility and a 13.81% interest rate for the Senior Facility effective as of April 1, 2024.
Financing Obligations
We have two financing obligations related to sale leaseback transactions that did not qualify for sales treatment of the underlying assets. In June 2020, the Company completed the construction of the Montana Facility. Subsequent to its completion, the Company entered into a sale leaseback transaction of the Montana Facility with Grow Bitterroot, LLC, a related party, for total consideration of $6.9 million with an initial term of 15 years. On April 27, 2023, Hollandia Real Estate, LLC, a wholly owned subsidiary of the Company, and STORE Master Funding XXXI, LLC consummated a $35 million multi-site sale and leaseback transaction relating to our Carpinteria Facility and our Oxnard Facility (collectively, the "California Facilities").
The following table summarizes future aggregate financing obligation payments by fiscal year for both the California Facilities and the Montana Facility:
| | | | | |
| Financing Obligation |
| (in thousands) |
| Remainder of 2024 | $ | 3,689 |
| 2025 | 5,024 |
| 2026 | 5,158 |
| 2027 | 5,297 |
| 2028 | 5,439 |
| Thereafter | 121,532 |
| Total financing obligation payments | 146,139 |
Cash Flow Analysis
A summary of our cash flows from operating, investing, and financing activities is presented in the following table:
| | | | | | | | | | | |
| Three Months Ended
March 31, |
| | 2024 | | 2023 |
| (in thousands) |
| Net cash used in operating activities | $ | (7,083) | | $ | (7,830) |
| Net cash used in investing activities | (34,985) | | (32,685) |
| Net cash provided by financing activities | 39,904 | | 23,045 |
| Cash and cash equivalents and restricted cash at beginning of period | 16,895 | | 24,938 |
| Cash and cash equivalents and restricted cash at end of period | $ | 14,731 | | | $ | 7,468 | |
Net Cash Used In Operating Activities
Net cash used in operating activities was $7.1 million for the three months ended March 31, 2024 due to a net loss of $24.1 million and an increase in other assets of $2.9 million. This was partially offset by non-cash activities of $9.8 million in paid-in-kind interest, a non-cash loss of $4.2 million related to change in fair value is recognizedof warrant liability, $2.3 million in our statementdepreciation expense, $0.9 million in amortization expense, and $2.1 million in amortization of operations. The fair valuedebt issuance costs.
Net cash used in operating activities was $7.8 million for the three months ended March 31, 2023 due to a net loss of warrants issued$23.5 million. This was partially offset by usnon-cash activities of $6.0 million in connection withstock-based compensation expense, net of amounts capitalized, $1.8 million in depreciation expense, and $1.7 million in amortization expense. Additional offset was due to $5.2 million net increase of cash from changes in assets and liabilities.
Net Cash Used In Investing Activities
Net cash used in investing activities was $35.0 million for the Public Offeringthree months ended March 31, 2024, due primarily to purchases of construction materials and Private Placementservices, equipment, and other items for the Washington and Texas facilities.
Net cash used in investing activities was $32.7 million for the three months ended March 31, 2023, due primarily to purchases of construction materials and services, equipment, and other items for the Washington, Georgia, and Texas facilities.
Net Cash Provided By Financing Activities
Net cash provided by financing activities was $39.9 million for the three months ended March 31, 2024, comprised of $39.9 million of net proceeds from the issuance of debt.
Net cash provided by financing activities was $23.0 million for the three months ended March 31, 2023, comprised of $23.0 million of net proceeds from the issuance of debt.
Critical Accounting Policies and Estimates
There have been
estimated using Monte-Carlo simulations at each measurement date.Recent Adoptedno changes to the Company’s critical accounting policies and estimates from those described under "Critical Accounting Standards
In August 2020,Policies and Estimates" in the FASB issued ASU No. 2020-06, Debt—Debt with ConversionManagement's Discussion and Other Options (Subtopic 470-20)Analysis of Financial Condition and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualifyResults of Operations of our Annual Report on Form 10-K for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. We adopted ASU 2020-06 on January 1, 2021. Adoptionyear ended December 31, 2023.
Recent Accounting Pronouncements
For more information about recent accounting pronouncements, see Note 2 of the
ASU did not impact our financial position, results of operations or cash flows.Recent Issued Accounting Standards
Our management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements.
Off-Balance Sheet Arrangements
As of March 31, 2021, we did not have any off-balance sheet arrangements as defined inUnaudited Condensed Consolidated Financial Statements, which is incorporated into this Item 303(a)(4)(ii) of Regulation S-K.
JOBS Act
The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, the financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided2 by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.
reference thereto.
Item 3. | Quantitative and Qualitative Disclosures About Market Risk
|
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule
12b-2 of the
Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and are not required to provide the information
otherwise required under this item.
As of March 31, 2021, we were not subject to any market or interest rate risk. The net proceeds of the Initial Public Offering, including amounts in the Trust Account, will be invested in U.S. government securities with a maturity of 185 days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, that invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.We have not engaged in any hedging activities since our inception and we do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.
Item 4. | Controls and Procedures
|
On April 12, 2021,
Item 4. Controls and Procedures
Limitations on effectiveness of control and procedures
In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the staff atdesired control objectives. In addition, the Securitiesdesign of disclosure controls and Exchange Commission (the “SEC staff”) issued a statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Statement”). Inprocedures must reflect the SEC Statement, the SEC staff noted that certain provisions in the typical SPAC warrant agreement may require that the warrants be classified as a liability measured at fair value, with changes in fair value reported each period in earnings, as compared to the historical treatment of the warrants as equity, which has been the practice of most SPACs, including us. We had previously classified our private placement warrants and public warrants as equity (for a full description of our private placement warrants and public warrants, refer to the registration statement on Form S-1 (File No. 333- 252294), filed in connection with the Company’s initial public offering, declared effective by the SEC on February 25, 2021).
After considering the SEC Statement, we concludedfact that there were misstatementsare resource constraints and that management is required to apply judgment in evaluating the March 2, 2021 audited closing balance sheet we filed with the SEC on Form 8-K on March 9, 2021. Based on the guidance in Accounting Standards Codification (“ASC”) 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, we concluded that provisions in the warrant agreement preclude the warrants from being accounted for as componentsbenefits of equity. As the warrants meet the definition of a derivative as contemplated in ASC 815, the warrants should have been recorded as derivative liabilities on the balance sheet and measured at fair value at inception and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the statement of operations in the period of change. Further, ASC 815 requires that upfront costs and fees relatedpossible controls relative to items for which the fair value option is elected (our warrant liabilities) should have been recognized as expense as incurred.
We have corrected the accounting for the warrants in this Quarterly Report on Form 10-Q. The effect of the revision on specific line items in our March 2, 2021 audited closing date balance sheet can be found in Note 10 of the Notes to unaudited condensed financial statements.
their costs.
Evaluation of Disclosure Controls and Procedures
In connection
Our management, with
the participation of our
March 2, 2021 audited closing balance sheet, our management reassessed the effectiveness ofChief Executive Officer and Chief Financial Officer, has evaluated our disclosure controls and procedures, as
such term is defined under Exchange Act Rule 13a-15(e) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of March 31,
2021. As a result of that reassessment and in light of the SEC Statement, our management determined that2024, our disclosure controls and procedures
as of March 31, 2021 were
not effective
solely as a result of its classification ofat the
warrants as components of equity instead of as derivative warrant liabilities. Due solely to the events that led to our restatement, management has made changes in internal controls related to the accounting for warrants issued in connection with our initial public offering. In light of the material weakness that we identified, we performed additional analysis as deemed necessary to ensure that our financial statements for the period from January 8, 2021 (inception) through March 31, 2021, were prepared in accordance with U.S. GAAP. Accordingly, management believes that the financial statements included in this Quarterly Report on Form 10-Q present fairly in all material respects our financial position, results of operations and cash flows for the period presented.reasonable assurance level.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as
such term is defined in Rules
13a-15(f) and
15d-15(f) under the Exchange Act) during the
most recent fiscal quarterthree months ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting, as the circumstances that led to the restatement of our previously filed financial statements described above had not yet been identified. In light of the restatement of the previously filed financial statements, we plan to enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements. Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.reporting.
PART
II—II - OTHER INFORMATION
None.
Item 1. Legal Proceedings
See Note 10, Commitments and Contingencies, to the Unaudited Condensed Consolidated Financial Statements for information regarding legal proceedings.
As of the date of this Quarterly Report on Form 10-Q, there
Item 1A. Risk Factors
There have been no material changesupdates to theour risk factors disclosedincluded in our final prospectus filed with the SEC on March 9, 2021, except for the below risk factor. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.
Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.
On April 12, 2021, the SEC Staff issued the SEC Statement, wherein the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to being treated as equity. Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement governing our warrants. As a result of the SEC Statement, we reevaluated the accounting treatment of our warrants, and pursuant to the guidance in ASC 815, Derivatives and Hedging, determined the warrants should be classified as derivative liabilities measured at fair value on our balance sheet, with any changes in fair value to be reported each period in earnings on our statement of operations.
As a result of the recurring fair value measurement, our financial statements may fluctuate quarterly, based on factors which are outside of our control. Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our warrants each reporting period and that the amount of such gains or losses could be material.
We have identified a material weakness in our internal control over financial reporting. This material weakness could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
As described elsewhere in this Quarterly Report, we identified a material weakness in our internal control over financial reporting related to the accounting for the warrants we issued in connection with our Initial Public Offering and private placement in March 2021. As a result of this material weakness, our management concluded that our disclosure controls and procedures were not effective as of March 31, 2021. This material weakness resulted in a misstatement of our warrant liabilities, additional paid-in capital and accumulated deficit in our previously issued audited balance sheet dated March 2, 2021, filed on a CurrentAnnual Report on Form 8-K on March 9, 2021.
Any failure to maintain effective internal control over financial reporting or disclosure controls and procedures could adversely impact our ability to report our financial position and results from operations on a timely and accurate basis. If our financial statements are not accurate, investors may not have a complete understanding of our operations. Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by10-K for the stock exchange on which our ordinary shares are listed, the SEC or other regulatory authorities. In either case, there could result a material adverse effect on our business. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock.
We can give no assurance that the measures we have taken and plan to take in the future will remediate the material weakness identified or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. In addition, even if we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements.
year ended December 31, 2023.We may face litigation and other risks as a result of the material weakness in our internal control over financial reporting.
We identified a material weakness in our internal controls over financial reporting. As a result of such material weakness, the change in accounting for our warrants, and other matters raised or that may in the future be raised by the SEC, we face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the material weaknesses in our internal control over financial reporting and the preparation of our financial statements. As of the date of this Quarterly Report, we have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition or our ability to complete a business combination.
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds.
|
Simultaneously with
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
There were no unregistered sales of our equity securities during the
closing of the Initial Public Offering, the Company consummated the Private Placement of 5,333,333 Private Placement Warrants, atperiod covered by this quarterly report which were not previously reported in a
price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $8.0 million.In connection with the Initial Public Offering, our sponsor had agreed to loan us an aggregate of up to $250,000 pursuant to the Note. This loan is non-interest bearing and payableCurrent Report on the consummation of the Initial Public Offering. As of March 31, 2021, the loan balance was $0.
Of the gross proceeds received from the Initial Public Offering and the full exercise of the option to purchase additional Shares, $275.0 million was placed in the Trust Account. The net proceeds of the Initial Public Offering and certain proceeds from the Private Placement are invested in U.S. government treasury bills with a maturity of 180 days or less and in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.
We paid a total of approximately $5.5 million in underwriting discounts and commissions related to the Initial Public Offering. In addition, the underwriters agreed to defer $9.6 million in underwriting discounts and commissions.
Item 3. | Defaults upon Senior Securities
|
None.
Item 4. | Mine Safety Disclosures.
|
Not applicable.
Form 8-K.
Item 5. | Other Information.
|
None.
Item 5. Other Information
During the fiscal quarter ended March 31, 2024, none of our directors or officers informed us of the adoption or termination of a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as those terms are defined in Regulation S-K, Item 408.
Item 6. Exhibits
| Item 6. | | | | | | | |
Exhibit
Number | | Exhibits.
* | These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and are deemed not filed for purposes(b) of Section 1350, Chapter 63 of Title 18, United States Code)
|
| 32.2** | | |
| 101 | | The following financial statements from Local Bounti’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, formatted in Inline XBRL: (a) Unaudited Condensed Consolidated Statements of Cash Flows, (b) Unaudited Condensed Consolidated Statements of Operations, (c) Unaudited Condensed Consolidated Balance Sheets, and (d) Notes to Unaudited Condensed Consolidated Financial Statements, tagged as amended, nor shall they be deemed incorporated by referenceblocks of text and including detailed tags. |
| 104 | | Cover Page Interactive Data File - the cover page from this Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, formatted in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific referenceInline XBRL (included in such filing.Exhibit 101). |
SIGNATURE
_____________________
| | | | | | | | |
| * | | Schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The registrant hereby agrees to furnish supplementally a copy of any omitted schedule to the SEC upon its request. |
| ** | | This document is being furnished in accordance with SEC Release Nos. 33‑8212 and 34‑47551. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrantRegistrant has duly caused this report to be signed on its behalf by the undersigned
hereuntothereunto duly authorized.
| | | | | |
| |
| Local Bounti Corporation |
| Dated: June 10, 2021
|
| | LEO HOLDINGS III CORP/s/ Craig M. Hurlbert |
| | | Name: Craig M. Hurlbert |
| | | | By:
| | /s/ Lyndon Lea
|
| | | | Name:
| | Lyndon Lea
|
| | | | Title: | | Chief Executive Officer and Director |
| Date: May 10, 2024 |
| (Principal Executive Officer) |
| |
| /s/ Kathleen Valiasek |
| Name: Kathleen Valiasek |
| Title: Chief Financial Officer |
| Date: May 10, 2024 |
| (Principal Financial and Accounting Officer) |
