You are cordially invited to attend an annual meeting of stockholders (the “Annual Meeting”) of Local Bounti Corporation (“Local Bounti,” “we,” “us,” or “our”) to be held on June 21, 2022,13, 2024, at 9 ama.m. mountain time for the following purposes:

You can find more information about each of these items, including the nominees for directors, in the proxy statement accompanying this notice. The record date for the Annual Meeting is April 29, 2022.15, 2024. Only stockholders of record at the close of business on that date may vote at the meeting or any postponement or adjournment of the meeting. This notice and accompanying proxy statement and form of proxyThese materials are first being delivered to stockholders on or about May 6, 2022.April 19, 2024.

The Board of Directors recommends that you vote in favor of each of the nominees for director (proposal(Proposal 1) and in favor of proposalProposals 2, 3 and 4, each as named or outlineddescribed in the accompanying proxy statement.

Under the rules of the Securities and Exchange Commission, (“SEC”), we have elected to provide access to our proxy materials by notifying you of the availability of our proxy materials on the internet. This proxy statement and our annual report for the year ended December 31, 2021,2023, are available on our website at localbounti.com and on proxyvote.com.

Due to ongoing concerns relating to the coronavirus outbreak (COVID-19) and to support the health and wellbeing of our stockholders, weThe Annual Meeting will have a virtual-only Annual Meeting,be conducted exclusively via live audiocast at virtualshareholdermeeting.com/LOCL2022.LOCL2024. There will not be a physical location for our Annual Meeting, and you will not be able to attend the meeting in person.

You are cordially invited to attend the Annual Meeting via live audiocast. Whether or not you expect to virtually attend the Annual Meeting, please vote on the matters to be considered as promptly as possible to ensure your representation at the meeting.Annual Meeting. You may vote via the internet, by telephone, or by returning the enclosed proxy card. Even if you have voted by proxy, you may still vote via live audiocast if you virtually attend the Annual Meeting by going to virtualshareholdermeeting.com/LOCL2022LOCL2024 and logging in using the 16-digit control number found on your proxy card or voting instruction form. Once you are admitted as a stockholder to the Annual Meeting, you may vote and ask questions by following the instructions available on the meeting website. Please note, however, that if your shares are held of record by a broker, bank, or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder. Your proxy is revocable in accordance with the procedures set forth in the proxy statement.

The Board of Directors (the “Board”) of Local Bounti Corporation, a Delaware corporation (“Local Bounti,” “we,” “us,” or “our”), is soliciting your proxy to vote at the 20222024 annual meeting of stockholders (the “Annual Meeting”) of Local Bounti to be held exclusively via live audiocast at virtualshareholdermeeting.com/LOCL2022LOCL2024 on June 21, 2022,13, 2024, at 9 ama.m. mountain time, including at any adjournments or postponements of the Annual Meeting. The Annual Meeting will be held in a virtual-only format. You are invited to attend and vote your shares electronically at the Annual Meeting and submit questions by following the instructions available on the meeting website.

You are encouraged to log in to the website above before the Annual Meeting begins. Online check-incheck in will be available approximately 15 minutes before the meeting starts. If you encounter any difficulties accessing or participating in the Annual Meeting through the meeting website, please call the support team at the numbersnumber listed on the website log-in screen.

We mailedare mailing copies of the proxy materials, which include this proxy statement, a proxy card, and our annual report on Form 10-K for the year ended December 31, 2021, and supplemental materials reflecting the impact of our acquisition of Hollandia Produce Group, Inc. (“Pete’s”),2023, to stockholders beginning on or about May 6, 2022.April 19, 2024. You do not need to attend the Annual Meeting via live audiocast to vote your shares. Instead, you may vote your shares by proxy via the internet or by completing, signing, and returning the enclosed proxy card.

You are a beneficial owner if at the close of business on the record date your shares were held by a broker, bank, trustee, or nominee and not in your name. Being a beneficial owner means that your shares are held in “street name.” As the beneficial owner, you have the right to direct your broker, bank, trustee, or nominee how to vote your shares by following the voting instructions your broker, bank, trustee, or nominee provides. If you do not provide your broker, bank, trustee, or nominee with instructions on how to vote your shares, your broker, bank, trustee, or nominee will not be able to vote your shares with respect to any of the proposals, except for routine proposals as described below.

You may either vote “FOR” all the nominees to the Board, or you may “WITHHOLD” your vote for any nominees you specify. You may vote “FOR” or “AGAINST” proposalProposals 2, 3 and 4 or abstain from voting.

The Board recommends a vote FOR“FOR” each nominee for director (proposal(Proposal 1) and FOR proposal 2.“FOR” Proposals 2, 3 and 4.

We do not know of any business to be presented at the Annual Meeting other than the twothree proposals discussed above. If other business comes before the meeting and is proper under Delaware law, the proxy holders will use their discretion in casting all of the votes that they are entitled to cast.

If you do not provide instructions with your proxy, your bank, broker, or other nominee (collectively referred to as a “broker”) will determine if it has the discretionary authority to vote on the particular matter.

Pursuant to our Certificatecertificate of Incorporationincorporation and Bylaws,bylaws, our Board is divided into three classes with staggered three-year terms. The total number of authorized directors on our Board is currently fixed at six.seven.

Our Board consists of two Class I directors, Pamela Brewster and Matthew Nordby,Nordby; two Class II directors, Mark J. Nelson and Edward C. Forst and twoMark J. Nelson; and three Class III directors, Craig M. Hurlbert, and Travis M. Joyner.Joyner, and Jennifer Carr-Smith. The Class I, Class II, and Class III directors will serve until our annual meetings of stockholders to be held in 2022, 20232026, 2025, and 2024, respectively, or until the director’s successor is duly elected and qualified or until the director’s earlier death, resignation, disqualification, or removal. Upon the recommendation of the Nominating and Corporate Governance Committee, our Board has nominated Pamela BrewsterMessrs. Hurlbert and Matthew NordbyJoyner and Ms. Carr-Smith as Class IIII directors at the Annual Meeting. BothMessrs. Hurlbert and Joyner and Ms. Brewster and Mr. NordbyCarr-Smith are current Class IIII directors and standing for re-election at the Annual Meeting. Stockholders cannot submit proxies voting for a greater number of persons than the twothree nominees named in this Proposal 1. Each director to be elected will hold office until the annual meeting of stockholders to be held in 20252027 and until their successor is elected and qualified or until the director’s death, retirement, resignation, or removal. Each nominee is currently a director of Local Bounti and has agreed to serve if elected, and we have no reason to believe that any nominee will be unable to serve.

There are no family relationships between any of our directors, nominees, or executive officers. There are also no arrangements or understandings between any director, nominee, or executive officer and any other person pursuant to which the person has been or will be selected as a director or executive officer.

We believe Ms. BrewsterMr. Hurlbert is qualified to serve as a director because of herhis extensive government relationssenior management experience alongat various companies and business background; leadership experience; and experience with her experience providing advisoryM&A and consulting services to public corporations, including high-tech companies.strategic planning.

We believe Mr. NordbyJoyner is qualified to serve as a director because of his extensiveexpertise in management and marketing strategy; experience in controlled environment agriculture, food service, and agriculture industries; and experience in finance, M&A, intellectual property, legal and regulatory, and strategic planning.

We believe Ms. Carr-Smith is qualified to serve as a director because of her CEO and leadership experience; experience in the food services industry; operational and transaction experience.strategic planning experience; and experience with executive compensation, sustainability, and ESG matters.

We believe Mr. HurlbertNordby is qualified to serve on our board of directorsas a director because of his extensive senioroperational and transactional experience; business development experience; leadership experience; and experience with executive compensation, human capital management, experience at various companiesinternational business, marketing, M&A, and business background.

The twothree nominees receiving the highest number of affirmative “FOR” votes will be elected as Class IIII directors. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the two nominees named above. If any nominee becomes unavailable for election as a result ofdue to an unexpected occurrence, shares that would have been voted for the nominee will instead be voted for the election of a substitute nominee proposed by our Board and the Nominating and Corporate Governance Committee. Under applicable rules, brokers are prohibited from giving proxies to vote on elections of directors unless the beneficial owner of the shares has given voting instructions on the matter. This means that if your broker is the record holder of your shares, you must give voting instructions to your broker with respect to the two nominees in this proposalProposal 1 if you want your broker to vote your shares on the matter. Otherwise, your shares will be treated as broker non-votes. Broker non-votes will have no effect on the outcome of the vote.

In 2021, we did not haveOur Board has adopted a formalDirector Compensation Policy, which sets forth the annual cash and equity compensation policy for ourto which nonemployee directors (“Outside Directors”). However,are entitled. On December 11, 2023, upon the recommendation of the Compensation Committee after taking into account market data provided by the Compensation Committee’s independent compensation consultant, the Board approved a decrease in 2021, we granted our Outside Directorsdirector compensation by eliminating the committee member retainers effective for the fourth quarter of 2023, as summarized below:

With respect to the annual equity awards in the formretainer, at each annual stockholders’ meeting, nonemployee directors receive an award of change-in-control restricted stock awards (“RSAs”) or restricted stock units (“RSUs”). The awards were issued under our 2020 Equity Incentive Plan (“2020 Plan”), which was terminated and replaced with our 2021 Equity Incentive Plan (“2021 Plan”) in October 2021. The following table sets forth information concerning the compensation of our Outside Directors during the year ended December 31, 2021.

Our Board is currently comprised of six members. Our bylaws permitseven directors. Five of our Board to establish by resolution the authorized number of directors,current directors—Pamela Brewster, Jennifer Carr-Smith, Edward C. Forst, Mark J. Nelson, and six directors are currently authorized, four of whom Matthew Nordby—qualify as “independent”independent under NYSENew York Stock Exchange (“NYSE”) listing standards. Our Board has appointed Craig M. Hurlbert, our co-CEO,Chief Executive Officer, to serve as Chairman of the Board and Edward C. Forst to serve as our lead independent director.

Our Board is divided into three classes with staggered three-year terms. Only one class of directors will be elected at each annual stockholders’ meeting, with the other classes of directors continuing for the remainder of their respective three-year terms. Upon the expiration of the term of a class of directors, a director in that class will be eligible to be elected for a new three-year term at the annual stockholders’ meeting in the year in which their term expires.

Our Board has undertaken a review of its composition, the composition of its committees, and the independence of each director and considered whether any director has a material relationship with us that could compromise their ability to exercise independent judgment in carrying out their responsibilities. Based on information provided by each director concerning their background, employment, and affiliations, including family relationships, our Board has determined that each of Pamela Brewster, Jennifer Carr-Smith, Edward C. Forst, Mark J. Nelson, and Matthew Nordby does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent”independent as that term is defined under SEC rules and NYSE listing standards. In making these determinations, our Board considered the current and prior relationships that each nonemployee director has with Local Bounti and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each nonemployee director and the transactions involving them described below under the heading “Certain Relationships and Related Person Transactions.”

Our Board has determined that it should maintain the flexibility to select the chairperson of the Board and adjust its Board leadership structure based on circumstances existing from time to time and based on criteria that are in our best interests and the best interests of our stockholders, including the composition, skills, diversity, and experience of the Board and its members, specific challenges faced by us or our industry, and governance efficiency. TheOur Board has adopted Corporate Governance Guidelines, which provide for the appointment of a lead independent director at any time when the chairperson is not independent. Craig M. Hurlbert, our Chief Executive Officer, has been

Our boardBoard has an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. Our Board may establish other committees from time to time establish other committees.time.

Our Audit Committee is comprised of Edward C. Forst (Chair), Pamela Brewster, and Mark J. Nelson. Each of Edward C. Forst, Pamela Brewster, and Mark J. Nelson meets the requirements for independence and financial literacy under SEC rules and NYSE listing standards. In addition, each of Edward C. Forst and Mark J. Nelson qualifies as an audit committee financial expert as defined under SEC rules. Our Audit Committee held four meetings in 2023.

Our Audit Committee operates under a written charter, which satisfies SEC rules and NYSE listing standards and is available in the investors section ofon our website at localbounti.com. Alllocalbounti.com under the heading “Investors – Governance – Governance Documents.” The Audit Committee approves in advance all audit services and permissible non-audit services, other than de minimis non-audit services, to be provided to us by our independent registered public accounting firm will be approved in advance by our Audit Committee. Our Audit Committee held four meetings in 2021.firm.

Our Compensation Committee is currently comprised of Pamela Brewster (Chair), Jennifer Carr-Smith, and Matthew Nordby. The composition of the Compensation Committee meets the requirements for independence under SEC rules and NYSE listing standards. Each member of the Compensation Committee is a nonemployee director, as defined in Rule 16b-3 promulgated under the Exchange Act. Our Compensation Committee operates under a written charter, which satisfies NYSE listing standards and is available on the investors section of our website at localbounti.com.held five meetings in 2023.

The Compensation Committee has authority to form, and delegate authority to, one or more subcommittees, comprised of one or more committee members. Any subcommittee will have the responsibilities and authority delegated to it, including, if so designated, the full responsibility and authority of the committee with respect to delegated matters, unless otherwise prohibited by applicable laws or listing standards.

Our Nominating and Corporate Governance Committee is comprised of Mark J. Nelson (Chair), Matthew Nordby, and Edward C. Forst.Forst, and Matthew Nordby. The composition of the Nominating and Corporate Governance Committee meets the requirements for independence under SEC rules and NYSE listing standards.

Our Nominating and Corporate Governance Committee is responsible for, among other things:things, the following:

Our Nominating and Corporate Governance Committee operates under a written charter, which satisfies NYSE listing standards, and which is available on the investors section of our website at localbounti.com.localbounti.com under the heading “Investor Relations – Governance – Governance Documents.” Our Nominating and Corporate Governance Committee did not hold anyheld three meetings in 2021.2023.

Our Nominating and Corporate Governance Committee is responsible for reviewing with the Board, on an annual basis, the appropriate characteristics, skills, and experience required for the Board as a whole and its individual members. InAlthough the Nominating and Corporate Governance Committee does not have a specific policy on diversity, in evaluating the suitability of individual candidates (both new candidates and current members), the Nominating and Corporate Governance Committee, in recommending candidates for election, and the Board, in approving (and, in the case of vacancies, appointing) the candidates, may take into account many factors, including diversity of personal and professional background, perspective, and experience; personal and professional integrity, ethics, and values; experience in corporate management, operations, or finance; experience relevant to our industry and with relevant social policy concerns; experience as a Board member or executive officer of another public company; relevant academic expertise or other proficiency in an area of our operations; practical and mature business judgment; and any other relevant qualifications, attributes, or skills. While the Nominating and Corporate Governance Committee has not established specific minimum qualifications for individual candidates, the Nominating and Corporate Governance Committee believes that candidates and director nominees must result in a Board comprised of directors who are predominantly independent, possess high personal and professional ethics and integrity, have qualifications that will increase overall Board effectiveness, meet requirements of applicable rules and regulations, such as financial literacy or financial expertise with

We have adopted a description of transactions since January 1, 2021, and currently proposed transactions in which:

In connection with the Closing, a Registration Rights Agreement, dated March 2,our business combination (the “Business Combination”) with Leo Holdings III Corp. (“Leo”) in November 2021, among Local Bounti and certain persons and entities holding our securities was amended and restated and Local Bounti, certain persons and entities holding our securities prior to the Closing (the “Initial Holders”), and certain persons and entities receiving common stock or instruments exercisable for common stock in connection with the Business Combination (the “New Holders” and, together with the Initial Holders, the “Registration Rights Holders”)we entered into an amended and restated registration rights agreement (the “A&R Registration Rights Agreement”). Pursuant towith certain persons and entities holding our common stock and warrants. Under the A&R Registration Rights Agreement, we filed with the SEC (at our sole cost and expense) a registration statement on December 10, 2021, registering the resale of certain securities held by or issuable to the Registration Rights Holders (the “Resale Registration Statement”), and the Resale Registration Statement was declared effective on December 23, 2021. Inagreement, in certain circumstances, certain of the Registration Rights Holderssecurityholder parties can demand up to three underwritten offerings and all of the Registration Rights Holderssecurityholder parties are entitled to customary piggyback registration rights. The A&R Registration Rights Agreementagreement does not provide for the payment of any cash penalties by us if we fail to satisfy any of our obligations under the A&R Registration Rights Agreement.agreement.

In connection with the Closing, Legacy Local BountiBusiness Combination, securityholders of our predecessor entity entered into agreements pursuant to which they agreed, subject to certain customary exceptions, not to take any of the following actions through May 18, 2022: (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase, or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act and related SEC rules, any shares of common stock held by them immediately after the Closing,closing, including any shares issuable upon the exercise of options to purchase shares of common stock held by them immediately after the Closing of the Business Combination (“Lock-Up Shares”),closing, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of such Lock-Up Shares,shares covered by the agreements, whether the transaction is towould be settled by delivery of the securities, in cash, or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a) through (c), collectively, “Transfer”) through May 18, 2022.

In June 2020, Legacy Local Bountiwe sold for total consideration of $6.9 million a greenhouse facility it had constructed to Grow Bitterroot, LLC (“Grow Bitterroot”), a qualified opportunity zone fund owned in part by Live Oak Ventures, LLC, which owns more than 10% of our stock, and Orange Strategies LLC, of which our director, Pamela Brewster, is Principal, for a total consideration of $4.5 million.principal. Travis M. Joyner, our co-CEO,Chief Technology Officer, is manager of Grow Bitterroot. Concurrently, Legacy Local Bountiour predecessor entity and Grow Bitterroot entered into an agreement whereby we lease land and the greenhouse facility from Grow Bitterroot. In addition, Legacy Local Bountiwe and Grow Bitterroot entered into a property maintenance and management services agreement under which we will provide all property maintenance and management services, including business, operational, strategic, and advisory services in exchange for an annual fee of $50,000. The property maintenance and management services agreement includes an initial term of three years, which will renewrenews automatically unless terminated by either party with 30 days’ notice. In July 2020, Legacy Local Bounti began providing development services to

For 2023, we paid Grow Bitterroot in connection with the expansion of the Grow Bitterroot-owned greenhouse facility. For the year ended December 31, 2021, we paid to Grow Bitterroot $812,513$1,556,987 under the lease agreement, $46,096 in repairs and maintenance reimbursements, and $50,000 under the property maintenance and management services agreement. For 2022, we paid Grow Bitterroot $1,528,990 under the lease agreement, $46,096 in repairs and maintenance reimbursements, and $50,000 under the property maintenance and management services agreement.

In December 2020, Legacy Local Bountiwe entered into a short-term lease agreement with BrightMark for commercial office space.space with BrightMark. The two managing partners of BrightMark, Craig M. Hurlbert and Travis M. Joyner, are our co-founders and executive officers. The lease may beagreement was terminated at any time by either party upon 30 days’ written notice.on September 20, 2023. The monthly rent iswas $2,000 per month ($24,000 per year).month. We paid BrightMark $18,000 and $24,000 under the lease agreement for 2023 and 2022, respectively.

OnIn June 15, 2021, Legacy Local Bountiwe entered into a commercial lease agreement with McLeod Property HM LLC, located in Hamilton, Montana, whose owner, Bridget M. Joyner, is the wife of Travis M. Joyner, our

We have adoptedRick D. Leggott is the control person of Bitterroot Partners, LLC, a written related party transaction policy. The policy provides that officers, directors, holders of more than 5% of any classstockholder of Local Bounti’s voting securities,Bounti, and any member of thehis immediate family member, Jeff Leggott, is a full-time employee of and any entity affiliated with any of the foregoing persons will not be permitted to enter into a related-party transaction with Local Bounti without the prior consent of our Audit Committee or otherBounti.

The following table sets forth information concerning the compensation of our “named executive officers, who served” as named executive officersdefined under SEC rules, during the yearyears ended December 31, 2021.2023, and 2022.

In 2021, we incurred a monthly management services fee to BrightMark, a company in which Messrs. Hurlbert and Joyner are co-owners, pursuant to a management services agreement by and between BrightMark and Local Bounti entered into as of August 20, 2018 (the “Management Services Agreement”). In March 2021,2023, the Management Services Agreement was terminated. In April 2021, Messrs. Hurlbert and Joyner became Local Bounti employees and Co-Chief Executive Officers.

With respect to Mr. McKinney received discretionary cash bonusesHurlbert, in early 2022, Mr. Hurlbert requested that his annual base salary as a Chief Executive Officer be decreased to compensate them for their services.

With respect to Ms. Fabrega, the Compensation Committee approved an annual base salary of $500,000 in connection with her appointment as Chief Executive Employment AgreementsOfficer effective June 2023.

In November 2021, weJanuary 2023, the Compensation Committee approved grants of RSUs to the other named executive officers employed at that time. These RSUs vest over three installments on April 1, 2023, April 1, 2024, and April 1, 2025, subject to continued employment. This vesting schedule was designed in part to address employee retention.

We have entered into employment agreements with eachall of our executive officers, including each named executive officer, which became effective onofficers. Under the Closing. Pursuant to each employment agreement,agreements, if the employee separates from service (a) due to termination by us for a reason other than (x) Cause (as defined in the employment agreement), (y) the employee becoming Disabled (as defined in the employment agreement) or (z) the employee’s death, or (b) due to resignation by the employee on account of Good Reason (as defined in the employment agreement) (each, an “Involuntary Termination”) under either of the following circumstances, the employee will be entitled to their salary and other benefits accrued through the separation date and, subject to the employee executing a release and general waiver of claims in favor of Local Bounti and adhering to the applicable restrictive covenants (other than with respect to accrued benefits), the employee will be entitled to the following respective additional severance benefits:

The following table sets forth information regarding each unvested stock awardawards held by eachour named executive officerofficers as of December 31, 2021.2023.

The following table sets forth information regarding the beneficial ownership of our common stock as of April 15, 2022,1, 2024 (or such other date as noted below), by the following persons:

Beneficial ownership is determined in accordance with SEC rules, which generally provide that a person has beneficial ownership of a security if they possess sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

The beneficial ownership of our common stock is based on 94,053,2888,437,542 shares of common stock outstanding as of April 15, 2022.1, 2024. Shares of our common stock that may be acquired by an individual or group within 60 days of April 15, 2022,1, 2024, pursuant to the exercise of options or warrants that are currently exercisable or exercisable within 60 days of April 15, 2022,1, 2024, are deemed to be outstanding for the purpose of computing the percentage ownership of the individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table. Amounts in the table exclude RSUs that are not expected to settle within 60 days of April 1, 2024.

Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all shares of voting common stock beneficially owned by them.

Unless otherwise indicated, the address for each stockholder listed is 220 W400 W. Main St., Hamilton, MT 59480.59840.

The Audit Committee has recommended, and the Board has approved, the appointment of WithumSmith+Brown, PC as our independent registered public accounting firm for the year ending December 31, 2022.2024. WithumSmith+Brown, PC has served as our independent registered public accounting firm since 2021. We are soliciting stockholder ratification of the appointment of WithumSmith+Brown, PC, although stockholder ratification is not required by law. If the appointment of WithumSmith+Brown, PC is not ratified at the Annual Meeting, the Audit Committee will consider whether to appoint a different independent registered public accounting firm.

A representative of WithumSmith+Brown, PC is expected to be present at the Annual Meeting. This representative will have an opportunity to make a statement and will be available to respond to appropriate questions.

Prior toBelow are the Closing, RSM US LLP, an independent registered public accounting firm, served as Legacy Local Bounti’s auditor and WithumSmith+Brown, PC, an independent registered public accounting firm, served as Leo’s auditors. Following the Closing, WithumSmith+Brown, PC continued as our independent registered public accounting firm.

Under the Audit Committee’s charter, the Audit Committee is required to pre-approve all audit and permitted non-audit services performed by our independent registered public accountants in order to ensure that the provision of such services does not impair the public accountants’ independence. All fees identified above under the captions “Audit Fees”audit and “Audit-Related Fees” that wereaudit-related fees billed by WithumSmith+Brown, PC were approved by the Audit Committee in accordance with SEC requirements.

The Audit Committee has reviewed Local Bounti’s audited consolidated financial statements for the year ended December 31, 2021,2023, and discussed these financial statements with Local Bounti’s management and with WithumSmith+Brown, PC, Local Bounti’s independent registered public accounting firm.

Local Bounti’s management is responsible for the preparation of Local Bounti’s financial statements and for maintaining an adequate system of disclosure controls and procedures and internal control for that purpose. Local Bounti’s independent registered public accounting firm is responsible for conducting an independent audit of Local Bounti’s annual financial statements in accordance with generally accepted accounting principles and issuing a report on the results of their audit. The Audit Committee is responsible for providing independent, objective oversight of these processes.

The Audit Committee has also discussed with WithumSmith+Brown, PC the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board Auditing Standard No. 1301 (previously Auditing Standard No. 16) (Communications with Audit Committees), as adopted by the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.

The Audit Committee has received and reviewed the written disclosures and the letter from WithumSmith+Brown, PC required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed with WithumSmith+Brown, PC its independence.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board that Local Bounti’s audited consolidated financial statements be included in Local Bounti’s Annual Report on Form 10-K for the year ended December 31, 2021,2023, for filing with the SEC.

We file electronically with the SEC annual, quarterly, and current reports, proxy statements, and other information. We make available on our website at localbounti.com, free of charge, copies of these reports, as soon as reasonably practicable after we electronically file the material with, or furnish it to, the SEC. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that website is sec.gov. The information in or accessible through the websites referred to above are not incorporated into, and are not considered part of, this proxy statement. Further, our references to the URLs for these websites are intended to be inactive textual references only.

You should rely on the information contained in this proxy statement to vote your shares at the Annual Meeting. We have not authorized anyone to provide you with information that is different from what is contained in this proxy statement. This proxy statement is dated May 6, 2022.April 19, 2024. You should not assume that the information contained in this proxy statement is accurate as of any date other than that date, and the mailing of this proxy statement to stockholders at any time after that date does not create an implication to the contrary. This proxy statement does not constitute a solicitation of a proxy in any jurisdiction where, or to or from any person to whom, it is unlawful to make such proxy solicitations in such jurisdiction.

We will make available, on or about May 6, 2022, theThe proxy materials, including our Annual Report on Form 10-K for the year ended December 31, 2021,2023, are available at proxyvote.com. We will also make available, solely for your referenceproxyvote.com and by courtesy, our Annual Report on Form 10-K for the year ended December 31, 2021, under the investors section of our website at localbounti.com.localbounti.com under the heading “Investors.”

We will also provide, free of charge, to each person to any stockholder of record or beneficial owner of our common stock as of the record date, upon their written or oral request, a copy of our Annual Report on Form 10-K for the year ended December 31, 2021,2023, as filed with the SEC. Requests for copies should be addressed to our Corporate Secretary at the address below:

Please include your contact information with the request. The exhibits set forth on the exhibit index of the Form 10-K may be made available at a reasonable charge.

WeAs of the date of this proxy statement, we have no knowledge of any other matters that may come before the Annual Meeting and do not intend to present any other matters. However, if any other matters shallshould properly come before the meetingAnnual Meeting or any adjournment, our representatives will have the discretion to vote as they see fit unless directed otherwise.