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                            October 5, 2021

       Lyndon Lea
       President and Chief Executive Officer
       Leo Holdings III Corp.
       Albany Financial Center, South Ocean Blvd, Suite #507
       P.O. Box SP-63158
       New Providence, Nassau, The Bahamas

                                                        Re: Leo Holdings III
Corp.
                                                            Amendment No. 2 to
Registration Statement on Form S-4
                                                            Filed September 27,
2021
                                                            File No. 333-257997

       Dear Mr. Lea:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
September 21, 2021 letter.

       Amendment No. 2 to Registration Statement on Form S-4

       Local Bounti Projected FInancial Information, page 131

   1.                                                   We note your revised
disclosure in response to comment 7. Where you cross-reference to
                                                        the Cautionary Note
Regarding Forward Looking Statements, and in that section where
                                                        you reference
projections, revise to acknowledge the availability of safe harbors in this
                                                        form of transaction is
unsettled, with no definitive case law, Commission statement, or
                                                        language in the
legislative history. Refer to SPACs, IPOs, and Liability Risk Under the
                                                        Securities Laws (April
8, 2021), available at: https:www.sec.gov/news/public-

statement/spacs-ipos-liability-risk-under-securities-laws.
 Lyndon Lea
Leo Holdings III Corp.
October 5, 2021
Page 2
Warrant Holders Proposal No.1 - The Warrant Amendment Proposal, page 187

2.     We note your disclosure that the accounting treatment of the amended and
restated
       warrant terms is currently under evaluation. Please update your
disclosure to indicate
       your conclusions regarding the intended accounting treatment of the
amended and restated
       warrants and include appropriate risk factor disclosure if there is any
material uncertainty.
Material U.S. Federal Income Tax Consequences of the Domestication to Leo
Shareholders,
page 195

3.     We reissue comment 9. We note your response and your revised disclosure.
Your
       disclosure does not correspond to the guidance in SLB No. 19. Most
significantly, on
       page 197, you do not state the degree of likelihood that the
Domestication will qualify as a
       Section 368(a)(1)(F) reorganization--you state it "is not possible to
predict;" however, "it
       is intended." You go on to explain different consequences "[a]ssuming
the Domestication
       so qualifies." These qualifications in your disclosure and your opinion
assume away the
       purpose of the opinion and are not appropriate. Where your disclosure
makes
       representations as to your intended material tax consequences, you must
provide a tax
       opinion that supports that disclosure. See Item 601(b)(8) of Regulation
S-K. If the tax
       consequence you describe is not sufficiently predictable that you can
provide at least a
       "more likely than not" tax opinion, then it appears the disclosure
should be revised
       accordingly.
Exhibit 5.1 - Legal Opinion, page II-2

4.     The Exhibit 5.1 opinion should not assume conclusions of law that are
necessary for the
       ultimate opinion. Please file a revised Exhibit 5.1 opinion that does
not include the
       assumptions set forth in paragraphs (a), (b), (c), (d) and (e)(ii). For
guidance, please refer
       to Section II.B.3.a of Staff Legal Bulletin No. 19.
        You may contact Christine Torney at (202) 551-3652 or Kevin Kuhar at
(202) 551-3663
if you have questions regarding the financial statements and related matters.
Please contact
Abby Adams at (202) 551-6902 or Tim Buchmiller at (202) 551-3635 with any other
questions.



                                                              Sincerely,
FirstName LastNameLyndon Lea
                                                              Division of
Corporation Finance
Comapany NameLeo Holdings III Corp.
                                                              Office of Life
Sciences
October 5, 2021 Page 2
cc:       Christian O. Nagler
FirstName LastName