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
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 ofJune 17, 2021 , by and amongLeo Holdings III Corporation , First Merger Sub,Second Merger Sub andLocal Bounti Corporation (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K, filed with theSecurities and Commission onJune 21, 2021 ) 3.1 Certificate of Incorporation ofLocal Bounti Corporation (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed with theSecurities and Commission onNovember 22, 2021 ) 3.2 Bylaws ofLocal Bounti Corporation (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K, filed with theSecurities and Commission onNovember 22, 2021 ) 4.1 Amended and Restated Warrant Agreement, datedNovember 19, 2021 , by and amongLocal Bounti Corporation and Continental (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K, filed with theSecurities and Commission onNovember 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 theSecurities and Commission onNovember 24, 2021 ) 4.3 Warrants, dated as ofNovember 19, 2021 , by and betweenLocal Bounti Corporation andCargill, Incorporated (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K, filed with theSecurities and Commission onNovember 24, 2021 )
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10.1 Amended and Restated Registration Rights Agreement, dated as ofNovember 19, 2021 , by and amongLocal 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 theSecurities and Commission onNovember 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 theSecurities and Commission onNovember 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 theSecurities and Commission onNovember 22, 2021 ) 10.4 Sponsor Agreement, dated as ofJune 17, 2021 , by and among LeoInvestors III LP ,Lori Bush ,Mary E. Minnick ,Mark Masinter ,Scott Flanders ,Imran Khan ,Scott McNealy ,Leo Holdings III Corp , andLocal Bounti Corporation . (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with theSecurities and Exchange Commission onJune 21, 2021 ) 10.5 Senior Credit Agreement datedSeptember 3, 2021 betweenCargill Financial Services International, Inc. andLocal 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 theSecurities and Exchange Commission onSeptember 3, 2021 ) 10.6 Subordinated Credit Agreement datedSeptember 3, 2021 betweenCargill Financial Services International, Inc. andLocal 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 theSecurities and Exchange Commission onSeptember 3, 2021 ) 10.7† NewLocal 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 theSecurities and Commission onNovember 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 theSecurities and Commission onNovember 24, 2021 ) 10.9† Form of Employment Agreement with Chief Executive Officers ofLocal Bounti (incorporated by reference to Exhibit 10.9 to the Company's Current Report on Form 8-K, filed with theSecurities and Commission onNovember 24, 2021 ) 10.10† Form of Employment with Executive Officers (other than Chief Executive Officers) ofLocal Bounti (incorporated by reference to Exhibit 10.10 to the Company's Current Report on Form 8-K, filed with theSecurities and Commission onNovember 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 theSecurities and Commission onNovember 24, 2021 ) 99.1 Unaudited condensed consolidated financial statements ofLocal Bounti Corporation , for the nine months endedSeptember 30, 2021 (incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K, filed with theSecurities and Commission onNovember 24, 2021 ) 99.2 Unaudited pro forma condensed consolidated combined financial information ofLocal Bounti Corporation , for the nine months endedSeptember 30, 2021 (incorporated by reference to Exhibit 99.2 to the Company's Current Report on Form 8-K, filed with theSecurities and Commission onNovember 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 theSecurities and Exchange Commission upon its request.
† Indicates a management contract or compensatory plan, contract or arrangement.
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