Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

In connection with the Domestication, the Company filed a Certificate of Domestication and Certificate of Incorporation with the Secretary of State of the State of Delaware, and the Company's Bylaws came into effect upon such filing. The material terms of the Company's Certificate of Incorporation and Bylaws and the general effect upon the rights of holders of the Company's capital stock are discussed in the Proxy Statement/Prospectus in the sections titled "Proposal No. 2- Domestication Proposal" beginning on page 142 and "Proposal No. 3-Charter Proposals" beginning on page 145, which are incorporated by reference herein.

The disclosures set forth under the "Introductory Note" and in Item 2.01 of this Current Report on Form 8-K are also incorporated herein by reference. Copies of the Certificate of Incorporation and the Bylaws are included as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision

of the Code of Ethics.

Effective as of the Closing, the Board approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors of the Company including the Company's chief executive officer, chief financial officer and chief accounting officer or controller and any other persons performing similar functions.

Item 9.01 Financial Statements and Exhibits.






(c) List of Exhibits.




Exhibit
  No.                                     Description

 2.1*          Business Combination Agreement, dated as of June 17, 2021, by and
             among Leo Holdings III Corporation, First Merger Sub, Second Merger
             Sub and Local Bounti Corporation (incorporated by reference to Exhibit
             2.1 to the Company's Current Report on Form 8-K, filed with the
             Securities and Commission on June 21, 2021)

 3.1           Certificate of Incorporation of Local Bounti Corporation
             (incorporated by reference to Exhibit 3.1 to the Company's Current
             Report on Form 8-K, filed with the Securities and Commission on
             November 22, 2021)

 3.2           Bylaws of Local Bounti Corporation (incorporated by reference to
             Exhibit 3.2 to the Company's Current Report on Form 8-K, filed with
             the Securities and Commission on November 22, 2021)

 4.1           Amended and Restated Warrant Agreement, dated November 19, 2021, by
             and among Local Bounti Corporation and Continental (incorporated by
             reference to Exhibit 4.1 to the Company's Current Report on Form 8-K,
             filed with the Securities and Commission on November 22, 2021)

 4.2           Specimen Warrant Certificate of the Registrant (incorporated by
             reference to Exhibit 4.2 to the Company's Current Report on Form 8-K,
             filed with the Securities and Commission on November 24, 2021)

 4.3           Warrants, dated as of November 19, 2021, by and between Local Bounti
             Corporation and Cargill, Incorporated (incorporated by reference to
             Exhibit 4.3 to the Company's Current Report on Form 8-K, filed with
             the Securities and Commission on November 24, 2021)

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10.1        Amended and Restated Registration Rights Agreement, dated as of
          November 19, 2021, by and among Local Bounti Corporation, Leo Holdings
          III Corporation and certain other parties (incorporated by reference to
          Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the
          Securities and Commission on November 22, 2021)

10.2        Form of Lock-up Agreement (incorporated by reference to Exhibit 10.2
          to the Company's Current Report on Form 8-K, filed with the Securities
          and Commission on November 22, 2021)

10.3        Form of Indemnification Agreement (incorporated by reference to
          Exhibit 10.3 to the Company's Current Report on Form 8-K, filed with the
          Securities and Commission on November 22, 2021)

10.4        Sponsor Agreement, dated as of June 17, 2021, by and among Leo
          Investors III LP, Lori Bush, Mary E. Minnick, Mark Masinter, Scott
          Flanders, Imran Khan, Scott McNealy, Leo Holdings III Corp, and Local
          Bounti Corporation. (incorporated by reference to Exhibit 10.1 to the
          Company's Current Report on Form 8-K, filed with the Securities and
          Exchange Commission on June 21, 2021)

10.5        Senior Credit Agreement dated September 3, 2021 between Cargill
          Financial Services International, Inc. and Local Bounti Corporation
          along with certain subsidiaries (incorporated by reference to Exhibit
          10.2 to the Company's Registration Statement on Form S-4, filed with the
          Securities and Exchange Commission on September 3, 2021)

10.6        Subordinated Credit Agreement dated September 3, 2021 between Cargill
          Financial Services International, Inc. and Local Bounti Corporation
          along with certain subsidiaries (incorporated by reference to Exhibit
          10.2 to the Company's Registration Statement on Form S-4, filed with the
          Securities and Exchange Commission on September 3, 2021)

10.7†       New Local Bounti 2021 Equity Incentive Plan and related forms of award
          agreements (incorporated by reference to Exhibit 10.7 to the Company's
          Current Report on Form 8-K, filed with the Securities and Commission on
          November 24, 2021)

10.8†       New Local Bounti Employee Stock Purchase Plan (incorporated by
          reference to Exhibit 10.8 to the Company's Current Report on Form 8-K,
          filed with the Securities and Commission on November 24, 2021)

10.9†       Form of Employment Agreement with Chief Executive Officers of Local
          Bounti (incorporated by reference to Exhibit 10.9 to the Company's
          Current Report on Form 8-K, filed with the Securities and Commission on
          November 24, 2021)

10.10†      Form of Employment with Executive Officers (other than Chief Executive
          Officers) of Local Bounti (incorporated by reference to Exhibit 10.10 to
          the Company's Current Report on Form 8-K, filed with the Securities and
          Commission on November 24, 2021)

21.1        List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the
          Company's Current Report on Form 8-K, filed with the Securities and
          Commission on November 24, 2021)

99.1        Unaudited condensed consolidated financial statements of Local Bounti
          Corporation, for the nine months ended September 30, 2021 (incorporated
          by reference to Exhibit 99.1 to the Company's Current Report on Form
          8-K, filed with the Securities and Commission on November 24, 2021)

99.2        Unaudited pro forma condensed consolidated combined financial
          information of Local Bounti Corporation, for the nine months ended
          September 30, 2021 (incorporated by reference to Exhibit 99.2 to the
          Company's Current Report on Form 8-K, filed with the Securities and
          Commission on November 24, 2021)

104       Cover Page Interactive Data File (formatted as Inline XBRL)




*   The schedules to this Exhibit have been omitted in accordance with Regulation
    S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of
    any omitted schedule to the Securities and Exchange Commission upon its
    request.

† Indicates a management contract or compensatory plan, contract or arrangement.

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