Local Bounti Corp entered into non binding term sheet to acquire Leo Holdings III Corp (NYSE:LIII) in a reverse merger transaction on March 23, 2021. Local Bounti Corp entered into a definitive business combination agreement to acquire Leo Holdings III Corp (NYSE:LIII) for $400 million in a reverse merger transaction on June 17, 2021. As a result of the transaction with Leo, Local Bounti will receive up to $400 million in gross proceeds (assuming no redemptions), including $125 million from a fully committed PIPE anchored by existing investors and new investors, including Fidelity Management & Research Company LLC, BNP Paribas Asset Management Ecosystem Restoration Fund and Cargill. As of the date of this joint proxy statement/prospectus, there are 27,500,000 ordinary shares issued and outstanding, which includes an aggregate of 6,875,000 Class B ordinary shares. As of the date of this joint proxy statement/prospectus, there is outstanding an aggregate of 10,833,333 warrants, comprised of 5,333,333 private placement warrants held by Sponsor and 5,500,000 public warrants. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share and, following the Domestication, will entitle the holder thereof to purchase one share of New Local Bounti Common Stock. Therefore, as of the date of this joint proxy statement/prospectus Leo's fully-diluted share capital would be 45,208,333 ordinary shares. It is anticipated that, upon completion of the Business Combination, (i) the Local Bounti Stockholders will own, collectively, approximately 57.2% (inclusive of 2.9% of shares of New Local Bounti Common Stock to be issued to holders of Local Bounti Convertible Notes) of the outstanding New Local Bounti Common Stock, and (ii) Leo's initial shareholders will own approximately 6.3% of the outstanding New Local Bounti Common Stock, in each case, assuming that none of Leo's outstanding public shares are redeemed in connection with the Business Combination, or approximately 76.4% (inclusive of 3.8% of shares of New Local Bounti Common Stock to be issued to holders of Local Bounti Convertible Notes) and 8.4%, respectively, assuming that, all of Leo's outstanding public shares are redeemed in connection with the Business Combination. These percentages (i) assume that 59,493,616 shares of New Local Bounti Common Stock are issued to the holders of shares of common stock of Local Bounti at Closing (excluding the holders of Local Bounti warrants that are exercised by the holders thereof, at such holders' option, prior to completion of the Business Combination), which would be the number of shares of New Local Bounti Common Stock issued to these holders if Closing were to occur on November 17, 2021; (ii) are based on 12,500,000 shares of New Local Bounti Common Stock to be issued in the PIPE Financing. As of the date of this joint proxy statement/prospectus, there are 34,375,000 ordinary shares issued and outstanding, which includes an aggregate of 6,875,000 Class B ordinary shares held by the initial shareholders, including the Sponsor. In addition, as of the date of this joint proxy statement/prospectus, there is outstanding an aggregate of 10,833,333 warrants, comprised of 5,333,333 private placement warrants held by Sponsor and the 5,500,000 public warrants. Upon closing of the transaction, the combined company is expected to remain listed on the New York Stock Exchange under the symbol “LOCL”. The transaction will require the approval of the stockholders of both Local Bounti and Leo, applicable waiting period under the HSR act, Leo is having atleast $5 million of net tangible assets, approval by the NYSE of the listing application and is subject to other customary closing conditions. The Boards of Directors of Local Bounti and Leo unanimously approved the transaction. On October 20, 2021, the registration statement has been declared effective. The special meeting of Leo will be held on November 16, 2021 to approve the transaction. As of November 15, 2021, Boards of Directors unanimously recommends that shareholders vote in favour of the transaction. As on November 16, 2021, the shareholder Leo Holdings III Corp approved the transaction at the Extraordinary General Meeting. The transaction is expected to close in the second half of 2021.As of November 17, 2021, the transaction is expected to close early the week of November 22, 2021The lead team Damon Fisher and Jennifer Yapp, Christian Nagler, Brooks Antweil and Alla Digilova, Mike Beinus and Vivek Ratnam of Kirkland & Ellis LLP served as legal advisor to Leo. Morgan Stanley & Co. LLC and Nomura Greentech served as financial advisors to Local Bounti and Matthew Gemello, Albert Vanderlaan,Jim Kramer, Juliano Banuelos, Samantha Caluori, Rachel Rice, Angela Chen, Craig Shepard, Fallon Griffin, J. T. Ho, Steven Malvey, Pete Elias, Nicole Walsh, Sarah Schaedler, Daniel Yost, Harry Clark, Lynne Hirata, Michael Wiesner, Jennifer Clarke-Smith and Scott Porter of Orrick Herrington & Sutcliffe LLP served as legal advisor to Local Bounti. Morrow & Co., LLC acted as information agent to Leo Holdings. Ravi Raghunathan of Deutsche Bank Securities Inc. and Paul D. Tropp and Christopher J. Capuzzi of Ropes & Gray LLP acted as advisors for Leo Holdings III Corp in the deal. Morrow Sodali Global LLC acting as a registrar for the transaction. Kotran, Stephen M. of Sullivan & Cromwell LLP acted as legal advisor to Nomura Greentech Capital Advisors, LLC in the transaction.

Local Bounti Corp completed the acquisition of Leo Holdings III Corp in a reverse merger transaction on November 19, 2021. The common stock and public warrants of Local Bounti will begin trading on the New York Stock Exchange on November 22, 2021, under the ticker symbols "LOCL" and "LOCL WS," respectively.