The following discussion should be read in conjunction with our Consolidated
Financial Statements, including the Notes to those statements, included
elsewhere in this Annual Report on Form 10-K, and the Section entitled
"Cautionary Note Regarding Forward-Looking Statements" in this Annual Report on
Form 10-K. As discussed in more detail in the section entitled "Cautionary Note
Regarding Forward-Looking Statements," this discussion contains forward-looking
statements, which involve risks and uncertainties. Our actual results may differ
materially from the results discussed in the forward-looking statements. Factors
that might cause those differences include those discussed in "Risk Factors" and
elsewhere in this Annual Report on Form 10-K.

Overview

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 freshness. 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. Together, we believe we are
capable of extraordinary things.

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 patent pending 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 production and distribution process. Controlling the
environmental conditions in both the 'Stack' and 'Flow' components of our
growing system helps to ensure healthy, nutritious, consistent, and delicious
products that are non-genetically modified organisms ("non-GMO"). We use 90%
less water, 90% less land, and significantly less pesticides and herbicides than
traditional outdoor agriculture operations.

Our first CEA 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. Immediately after expansion, this
facility was dedicated equally to commercial production and research and
development that focused on new products, technology and system design. Today,
the majority of the Montana Facility is dedicated to commercial production, but
we continue to utilize dedicated space for research and development to improve
our existing and future facilities.

On April 4, 2022, Local Bounti acquired California-based complementary
greenhouse farming company Hollandia Produce Group, Inc. and its subsidiaries
(the "Pete's Acquisition"), which operate under the name Pete's ("Pete's").
Through the Pete's acquisition, we significantly increased our growing
footprint, now operating three additional greenhouse growing facilities,
including two in California and one in Georgia, the latter of which became
operational in July 2022. We now have distribution to over 10,000 retail
locations across 35 U.S. states and Canadian provinces, primarily through direct
relationships with blue-chip retail customers, including Albertsons, Sam's Club,
Kroger, Target, Walmart, Whole Foods, and AmazonFresh. Today, our primary
products include living butter lettuce - for which we are a leading provider
with an approximate 80% share of the CEA market within the Western U.S. - as
well as packaged salad and cress.

Local Bounti's founders are Craig M. Hurlbert and Travis M. Joyner, business
partners with a track record of building and managing capital-intensive,
commodity-based businesses in energy, water, and industrial technology. After
initially setting out to invest in a CEA business, Craig and Travis could not
find a suitable existing business or technology in which to invest. Instead,
they took a clean sheet approach and began to build a business with long-term
CEA leadership in mind and a focus on unit economics and sustainability. With
this background, we created our high-yield and low-cost Stack & Flow
Technology™. Local Bounti plans to install its patent pending Stack & Flow
Technology™ at its California facilities, combining the best aspects of vertical
farming and greenhouse growing technologies to deliver higher yields of diverse
leafy greens with superior unit economics.

We derive the majority of our revenue from the sale of produce. We grow and
package fresh greens that are sold into existing markets and channels such as
food retailers and food service distributors from our Montana facility and two
California facilities, and beginning in the third quarter of 2022, from our new
Georgia facility. Sales are recognized at a point in time when control of the
goods is transferred to the customer.

We offer sales incentives to our customers, including temporary price
reductions. We anticipate that these promotional activities could impact sales
and that changes in such activities could impact period-over-period results.
Sales may also vary from period to period depending on the purchase orders we
receive, the volume and mix of
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products sold and the channels through which our products are sold. In response
to realized cost inflation, we have implemented contractually allowable price
increases which we anticipate to benefit from in 2023 and beyond.

We intend to increase our production capacity and expand our reach to new
markets, new geographies, and new customers through either the building of new
facilities or through the acquisition of existing greenhouse facilities which we
will 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 expect to expand our product offering 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.

In October 2022, we signed a five-year offtake agreement with Sam's Club for our
leafy greens production starting at our greenhouse facility in Georgia. We
continue to advance our expansion of the Georgia facility, which will double the
existing footprint and further enhance capacity with the addition of our Stack &
Flow TechnologyTM to meet pent up demand for Local Bounti packaged salads to
current customers and open the opportunity to earn new business in that region.

Commercial Facility Expansion Update

Georgia Facility - Phase 1-A, 1-B and 1-C Progress



We completed our first "Stack" vertical zone in the fourth quarter, as part of
our Stack & Flow Technology™ implementation, and are producing product in Phase
1-A. Construction of Phase 1-B is progressing and we now expect completion of
this phase early in the second quarter of 2023. Following Phase 1-B completion,
the site's greenhouse footprint will be established and ready to integrate the
complementary Stack zones that comprise Phase 1-C.

Georgia Facility - Construction Commences on "Stack" Integration

Georgia facility Phase 1-C construction has commenced, which reflects the
integration of the vertical "Stack" component of the facility architecture. We
now expect this work to be completed and operational early in the fourth quarter
of 2023. Our Stack & Flow TechnologyTM is expected to add approximately 40% of
incremental revenue generating capacity to the finished Georgia facility, which
will be comprised of six acres of greenhouses and multiple climate, water, and
spectral controlled Stack zones.

Texas Facility



In early January 2023, we started construction of the six-acre facility, which
will leverage our proprietary Stack & Flow Technology™ to grow and sell our
indoor grown line of packaged leafy greens. Varieties will include spring mix,
butter lettuce, romaine crisp, green leaf, and additional blends. The addition
of the new facility in northeast Texas is expected to fortify our distribution
in markets across Texas, Oklahoma, Louisiana, Mississippi, Arkansas, Kansas, and
Missouri. Further, the facility is designed to provide additional capacity to
meet existing demand from our direct relationships with blue-chip retailers and
distributors throughout the region. The facility is expected to commence
operations in the fourth quarter of 2023.

Washington Facility



The Pasco, Washington facility continues to progress with anticipated completion
in the first quarter 2024, which reflects our decision to stagger construction
to accommodate the commissioning of our Texas facility in the fourth quarter of
2023. The Washington facility will be comprised of multiple Stack zones and
three acres of greenhouse.

Recent Developments



On March 28, 2023, Local Bounti entered into an amendment to the Credit
Agreements with Cargill Financial to expand the term loan credit facility from
$170 million to up to $280 million per the terms and conditions of the
agreement, including capital to fund construction at the Local Bounti's
facilities in Georgia, Texas, and Washington, subject to certain conditions. In
consideration for the improved flexibility and the expanded size of the
facility, Local Bounti issued Cargill Financial 5-year warrants to purchase up
to 69.6 million shares of common stock with a per share exercise price of $1 per
share, representing more than a 100% premium to Local Bounti's current stock
price. See Item 9B, Other Information.

Factors Affecting Our Financial Condition and Results of Operations

We expect to expend substantial resources as we:

•identify and invest in future growth opportunities, including new product lines;


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•complete construction and commissioning of new facilities in Pasco, Washington, and Mount Pleasant, Texas;

•integrate Pete's operations into our business;

•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 finance, legal and accounting expenses associated with being a public company, and growing operations.

Critical Accounting Estimates



Management's Discussion and Analysis of Financial Condition and Results of
Operations is based upon our Consolidated Financial Statements, which have been
prepared in accordance with GAAP. Our significant accounting estimates are more
fully described in Note 2, Summary of Significant Accounting Policies, to our
Consolidated Financial Statements. Certain of our accounting estimates are
particularly important to our financial position and results of operations and
require us to make difficult and subjective judgments, often as a result of the
need to make estimates of matters that are inherently uncertain. Our management
uses its judgment to determine the appropriate assumptions to be used in the
determination of certain estimates. We evaluate our estimates on an ongoing
basis. Estimates are based on historical experience and on various other
assumptions that we believe are reasonable under the circumstances, the results
of which form the basis for making judgments about the carrying amounts of
assets and liabilities that are not readily apparent from other sources. Our
actual results may differ from these estimates under different assumptions or
conditions. Our critical accounting policies that involve significant estimates
and judgments of management include the following:

Stock-Based Compensation



We recognize in our Consolidated Statements of Operations the grant-date fair
value of restricted stock units (RSUs) and restricted stock awards (RSAs) issued
to both employees and non-employees. Our RSUs and RSAs are subject to
service-based vesting conditions. Stock-based compensation expense is recognized
on a tranche-by-tranche basis using the accelerated attribution method over the
requisite service period of the award, which generally corresponds to the
underlying vesting term. Forfeitures of awards are accounted for in the period
in which they occur. Stock-based compensation cost of RSUs and RSAs is
calculated by multiplying the grant date fair value by the number of shares
granted. The fair value of each share of common stock underlying RSUs and RSAs
is based on the closing price of our common stock as reported by NYSE on the
date of the grant.

Goodwill

We account for acquired businesses using the acquisition method of accounting
which requires that the assets acquired, and liabilities assumed be recorded at
the date of acquisition at their respective fair values.

Goodwill is not subject to amortization and is reviewed for impairment annually
during the fourth fiscal quarter, or earlier whenever events or changes in
business circumstances indicate an impairment may have occurred. Our impairment
tests are based on a single reporting unit structure. Goodwill is considered
impaired if the carrying value of the reporting unit exceeds its fair value,
with an impairment charge recognized for the difference.

When reviewing goodwill for impairment, we begin by performing a qualitative
assessment, which includes, but is not limited to, reviewing factors such as
macroeconomic conditions, industry and market considerations, budget-to-actual
performance, and trends in market capitalization for us and our peers. If we
determine that it is more likely than not that the fair value of a reporting
unit is less than its carrying value, we then perform a quantitative assessment.
Depending upon the results of that assessment, the recorded goodwill may be
written down, and impairment expense is recorded in the Consolidated Statements
of Operations when the carrying amount of the reporting unit exceeds the fair
value of the reporting unit.

For the year ended December 31, 2022, as part of our annual assessment, a qualitative goodwill assessment was performed and we determined it was not more likely than not that the fair value of our reporting unit was less than its carrying value.


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Results of Operations

Year Ended December 31, 2022 compared to Year Ended December 31, 2021



The following table sets forth our historical operating results for the periods
indicated:

                                               Year Ended December 31,
                                                 2022               2021         $ Change
                                                    (in thousands)
Sales                                     $      19,474          $     638          18,836
Cost of goods sold                               17,259                432          16,827
Gross profit                                      2,215                206           2,009
Operating expenses:
Research and development                         14,059              3,425          10,634
Selling, general and administrative              82,682             41,498          41,184
Total operating expenses                         96,741             44,923          51,818
Loss from operations                            (94,526)           (44,717)       (49,809)
Other income (expense):
Convertible Notes fair value adjustment               -             (5,067)          5,067
Interest expense, net                           (16,734)            (6,618)       (10,116)
Other income                                        189                309           (120)
Net loss                                  $    (111,071)         $ (56,093)       (54,978)



The following sections discuss and analyze the changes in the significant line
items in our Consolidated Statements of Operations for the comparative periods
in the table above.

Sales

We derive the majority of our revenue from the sale of produce. In response to realized cost inflation, we have implemented contractually allowable price increases which we anticipate to benefit from in 2023 and beyond.



Sales increased by $18.8 million to $19.5 million for the year ended
December 31, 2022, compared to the year ended December 31, 2021. The increase
was due primarily to the acquisition of Pete's at the beginning of April 2022,
which added more than 10,000 retail locations nationwide.

Cost of Goods Sold



Cost of goods sold consists primarily of costs related to growing produce at our
greenhouse facilities, including labor costs, which include 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 $16.8 million for the year ended December 31,
2022, compared to the year ended December 31, 2021, due to increased sales
during 2022 driven by the acquisition of Pete's. Cost of goods sold also
increased for the year ended December 31, 2022 due to the fair value step-up to
expected selling price of acquired inventory from the April 2022 Pete's
Acquisition. This acquired inventory was subsequently sold during the second
quarter at a zero margin stepped-up value, which negatively impacted our gross
margin for the year ended December 31, 2022 by $1.0 million or 5.4%.
Additionally, cost of goods sold was negatively impacted for the year ended
December 31, 2022 due to temporary supply chain challenges with suppliers at our
California facilities during the second quarter, which resulted in higher costs
to fill orders. These temporary supply chain challenges have since been
resolved.

Research and Development



Research and development expenses consist primarily of compensation to employees
engaged in research and development activities, which include salaries,
benefits, and stock-based compensation, overhead (including depreciation,
utilities and other related allocated expenses), and supplies and services
related to the development of our growing processes. Our research and
development efforts are focused on the development of our processes utilizing
our CEA facilities, increasing production yields, developing new leafy green
SKUs and value-added products such as grab-and-go salads, and exploring new
crops, including berries. We focus our research and development efforts on areas
that we believe will generate future revenue and grow our intellectual property
portfolio across process improvements, genetics, computer, vision, artificial
intelligence, and process controls. We expect that, over the long term, research
and development will decrease as a percentage of sales, as a result of the
establishment of our growing process.
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Research and development costs increased by $10.6 million for the year ended
December 31, 2022, compared to the year ended December 31, 2021. The increase
was due to increased investment in personnel, materials, supplies, and facility
capacity as we continue to expand our product offering and refine our growing
process. We incurred costs for research and development of our production,
harvesting, and post-harvest packaging techniques and processes, as well as
production surplus costs related to the development and testing of our
production processes.

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, Pete's acquisition
related costs, insurance, marketing, advertising, computer hardware and
software, and amortization of intangible assets, among others.

Selling, general, and administrative expenses increased by $41.2 million for the
year ended December 31, 2022, compared to the year ended December 31, 2021,
primarily due to a $20.2 million increase in stock-based compensation expense
driven by the vesting of stock awards, a $6.2 million increase in employee
salaries, wages, benefits, and payroll taxes and fees due to increased headcount
from Company growth and the Pete's Acquisition and to support operations as a
public company, a $5.0 million increase in amortization of intangibles acquired
as part of the Pete's Acquisition, a $3.1 million increase in insurance costs,
and a $2.3 million increase in professional legal, accounting, and consulting
fees.

Convertible Notes Fair Value Adjustment



During 2021, we entered into a series of identical convertible long-term notes
with various parties with a face value of $26.1 million that bore interest at 8%
with a maturity date of February 8, 2023 (the "Convertible Notes"). All
Convertible Notes were converted into shares of common stock in connection with
the business combination of Local Bounti and Leo Holdings III Corp on November
19, 2021.

Prior to the conversion of the Convertible Notes into shares of common stock, we
measured Convertible Notes at fair value based on significant inputs not
observable in the market, resulting in these Convertible Notes being classified
as Level 3 measurements within the fair value hierarchy. Changes in the fair
value of Convertible Notes related to updated assumptions and estimates were
recognized as a Convertible Notes fair value adjustment within the results of
operations.

There was no Convertible Notes fair value adjustment for the year ended December
31, 2022 as all the Convertible Notes were converted into shares of common stock
in connection with the business combination of Local Bounti and Leo Holdings III
Corp on November 19, 2021.

Interest Expense, net

Interest expense consists primarily of interest expense related to the loans
with Cargill Financial and interest recognized per the terms of our financing
obligation related to the Montana facility.

Interest expense, net increased by $10.1 million for the year ended December 31,
2022, compared to the year ended December 31, 2021. The increase is primarily
due to a $26.2 million increase in the principal amount outstanding on the
Subordinated Facility and a $98.4 million increase in the principal amount
outstanding on the Senior Facility as well as a variable rate increase as
compared to the prior year period, which resulted in an additional interest
expense, net of interest capitalized, of $10.0 million as compared to the prior
year period. Additional interest expense of $2.8 million was incurred from
amortization of loan origination fees for the loans with Cargill Financial as
compared to the prior year period, and $0.7 million of unamortized debt issuance
costs that were written off in 2022 in connection with the First Amendment as
described in Note 7, Debt. This increase was offset by a decrease in interest
expense of $1.2 million related to a $10.0 million term loan with Cargill
Financial that was paid off in September 2021 and a decrease of $1.4 million
related to our Convertible Notes which were converted into shares of common
stock in connection with the business combination of Local Bounti and Leo
Holdings III Corp on November 19, 2021.

We capitalize interest costs on borrowings during the construction period of
major construction projects as part of the cost of the constructed assets.
During the year ended December 31, 2022, $1.2 million of interest expense has
been capitalized. No interest was capitalized during the year ended December 31,
2021.

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Liquidity and Capital Resources



We have incurred losses and generated negative cash flows from operations since
our inception. At December 31, 2022, we had an accumulated deficit of $179.3
million and cash of $24.9 million comprised of $13.7 million of cash and cash
equivalents and $11.3 million of restricted cash and cash equivalents used to
service our debt with Cargill Financial.

As of December 31, 2022, the principal amount due under our credit facilities
with Cargill Financial totaled $140.9 million, none of which is classified as
current. These debt agreements contain various financial and non-financial
covenants and certain restrictions on our business, which include restrictions
on additional indebtedness 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 are cash on hand, cash flows generated from the sale of our products,
and a credit facility with Cargill Financial. Cash expenditures over the next 12
months are expected to include interest payments on debt obligations, 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.

We believe that our current cash position, cash flow from operations, the
proceeds expected from the sale leaseback transaction (see Note 17, Subsequent
Events, in Notes to the Consolidated Financial Statements, in Part II, Item 8 of
this Form 10-K) and the borrowing capacity under our credit facility with
Cargill Financial are sufficient to fund our basic cash requirements for 12
months from the date of issuance of the Consolidated Financial Statements. Also,
while we believe the amendment to the Cargill Financial credit facility provides
adequate resources and flexibility to fund our planned construction projects,
our future capital requirements and the adequacy of available funds will depend
on many factors, including those set forth in Item 1A, Risk Factors. In the
event that our plans change, or our cash requirements are greater than we
anticipate, we may need to curtail operations.

Cargill Loans



In September 2021, the Company and Cargill Financial entered into the Senior
Facility and the Subordinated Facility whereby Cargill Financial agreed to make
advances to the Company of up to $150.0 million and $50.0 million, respectively.
Subsequent to the First Amendment as described in Note 7, Debt, the aggregate
amount of outstanding loans and undrawn commitments under the Senior Facility
and the Subordinated Facility was reduced to $127.5 million and $42.5 million,
respectively, and the interest rate on the Subordinated Facility increased by 2%
to 12.5% per annum and the interest rate on the Senior Facility increased by 2%
to SOFR plus a margin (which varies between 7.5% to 8.5% depending on the Senior
Facility net leverage ratio). Accrued interest is paid quarterly in arrears on
the first business day of each calendar quarter, through the maturity date of
September 3, 2028. As of December 31, 2022, a total of $42.5 million and $98.4
million was outstanding on the Subordinated Facility and the Senior Facility,
respectively. The Subordinated Facility and the Senior Facility are included in
"Long-term debt" on the Consolidated Balance Sheet. We are required to maintain
cash on hand to cover upcoming interest payments under the Credit Facilities.
This amount totals $11.3 million and is reflected in the Consolidated Balance
Sheet as restricted cash and cash equivalents at December 31, 2022.

At December 31, 2022, our payment obligations for the Subordinated Facility and the Senior Facility are as follows(1):



(in thousands)
2023              $   22,376
2024                  29,760
2025                  32,221
2026                  32,221
2027                  32,221
Thereafter           152,542
Total             $  301,341



_____________________

(1)Interest is calculated based on a 12.5% interest rate for the Subordinated Facility and a 13.1% interest rate for the Senior Facility effective as of January 1, 2023. The calculation also includes an unused commitment fee of 1.25%.


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Cash Flow Analysis

A summary of our cash flows from operating, investing and financing activities is presented in the following table:



                                                                            Year Ended December 31,
                                                                                (in thousands)
                                                                           2022                    2021
Net cash used in operating activities                              $           (48,808)       $     (20,108)
Net cash used in investing activities                                  (172,385)                    (29,666)
Net cash provided by financing activities                               145,054                      150,806

Cash and cash equivalents and restricted cash at beginning of year

     101,077                   45

Cash and cash equivalents and restricted cash at end of year $ 24,938

$   101,077

Net Cash Used In Operating Activities



Net cash used in operating activities was $48.8 million for the year ended
December 31, 2022 due to a net loss of $111.1 million, partially offset by
non-cash activities of $39.2 million in stock-based compensation expense, $5.4
million in depreciation expense, $5.0 million in amortization expense, $3.0
million in amortization of debt issuance costs, $2.6 million in loss on disposal
of property and equipment, and $5.4 million net increase of cash from changes in
assets and liabilities.

Net cash used in operating activities was $20.1 million for the year ended
December 31, 2021 due to a net loss of $56.1 million, partially offset by
non-cash activities of $17.9 million in stock-based compensation expense, $5.1
million in fair value adjustments to the Convertible Notes, $1.4 million of
interest expense on the Convertible Notes, $0.9 million in debt extinguishment
expense, $0.8 million in amortization of debt issuance costs, $0.7 million in
depreciation expense, and $9.5 million net increase of cash from changes in
assets and liabilities primarily driven by increase in accrued construction
expenses related to the Pasco CEA facility.

Net Cash Used In Investing Activities

Net cash used in investing activities was $172.4 million for the year ended December 31, 2022, due primarily to the acquisitions described in Note 3, Acquisitions, including the Pete's Acquisition for net cash outlay of $90.6 million and the Property Acquisition for net cash outlay of $25.8 million. Additional cash used in investing activities related to $56.0 million of purchases of equipment and other items for the Pasco, Georgia, and Texas CEA facilities.



Net cash used in investing activities was $29.7 million for the year ended
December 31, 2021, which was made up of purchases of equipment and other items
related to the expansion of the Montana Facility and construction equipment for
the Pasco CEA facility.

Net Cash Provided By Financing Activities



Net cash provided by financing activities was $145.1 million for the year ended
December 31, 2022, representing $124.6 million in proceeds from the issuance of
debt and $23.3 million in proceeds from Private Placement financing (refer to
Note 11, Stockholders' Equity (Deficit), of the Consolidated Financial
Statements for more information about the Private Placement), which was
partially offset by $2.3 million payment of debt issuance costs.

Net cash provided by financing activities was $150.8 million for the year ended
December 31, 2021, representing $137.5 million in proceeds from the completion
of the Business Combination, $26.3 million cash received from the issuance of
the Cargill Loans, $26.0 million cash received from the issuance of Convertible
Notes, and $3.9 million net proceeds from financing obligations. The increase is
offset by $27.3 million cash distribution to Legacy Local Bounti shareholders in
connection with the closing of the Business Combination, $10.7 million cash
repayment of debt, and the payment of $5.4 million in debt issuance costs.


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Emerging Growth Company Status



We are an "emerging growth company," as defined in Section 2(a) of the
Securities Act, as modified by the JOBS Act, and for so long as we continue to
be an emerging growth company, we may take advantage of certain exemptions from
various reporting requirements that are applicable to other public companies
that are not emerging growth companies including, but not limited to, not being
required to comply with the auditor attestation requirements of Section 404 of
the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive
compensation in our periodic reports and proxy statements and exemptions from
the requirements of holding a nonbinding advisory vote on executive compensation
and shareholder approval of any golden parachute payments not previously
approved. In addition, pursuant to Section 107 of the JOBS Act, as an emerging
growth company, we have elected to take advantage of the extended transition
period for complying with new or revised accounting standards until those
standards would otherwise apply to private companies until the earlier of the
date we (1) are no longer an emerging growth company or (2) affirmatively and
irrevocably opt out of the extended transition period provided in the JOBS Act.
As a result, our financial statements may not be comparable to companies that
comply with new or revised accounting pronouncements as of public company
effective dates.

Recent Accounting Pronouncements

For more information about recent accounting pronouncements, see Note 2, in our Notes to Consolidated Financial Statements included in "Part II, Item 8. Financial Statements and Supplementary Data" of this Annual Report on Form 10-K.





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