Workflow
Local Bounti (LOCL) - 2022 Q1 - Quarterly Report

General Information This part covers the company's basic filing details, forward-looking statement disclaimers, and disclosure practices Form 10-Q Details This section provides basic filing information for the Quarterly Report on Form 10-Q for the period ended March 31, 2022 - The registrant is LOCAL BOUNTI CORPORATION, incorporated in Delaware, with its principal executive offices in Hamilton, MT2 Securities Registered | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | :------------------ | :---------------- | :---------------------------------------- | | Common Stock, par value of $0.0001 per share | LOCL | New York Stock Exchange | | Warrants, each exercisable for one share of Common Stock for $11.50 per share | LOCL WS | New York Stock Exchange | - The registrant is a Non-accelerated filer, a Smaller reporting company, and an Emerging growth company5 - As of May 5, 2022, the number of outstanding shares of common stock was 94,105,7535 Cautionary Note Regarding Forward-Looking Statements This section warns that the report contains forward-looking statements subject to risks, and actual results may differ materially - Forward-looking statements reflect current expectations and projections about future events but are not guarantees of future performance11 - Key risk factors include the company's early-stage status with a history of losses, need for additional financing, risks from the Pete's Acquisition, and reliance on limited facilities1213 - Other significant risks involve substantial expenditures for facility build-out, potential cost increases, COVID-19 impacts, and challenges in executing its growth strategy1215 Website and Social Media Disclosure The company outlines its channels for disclosing material information, including SEC filings, press releases, and its website - Material information is routinely announced via SEC filings, press releases, public conference calls, and the company's website17 - The company intends to use social media channels like Twitter for disclosing information17 Additional Information This section clarifies the terms used throughout the Quarterly Report to refer to the company - References to 'Company,' 'Local Bounti,' 'we,' 'us,' and 'our' refer to Local Bounti Corporation19 Part I – Financial Information This part presents the unaudited condensed consolidated financial statements and management's analysis of financial performance and condition Item 1. Financial Statements This section presents the unaudited condensed consolidated financial statements and detailed notes for the reporting period Condensed Consolidated Balance Sheets Condensed Consolidated Balance Sheets (in thousands) | Item | March 31, 2022 (Unaudited) | December 31, 2021 | | :-------------------------------- | :------------------------- | :------------------ | | Assets | | | | Cash and cash equivalents | $71,974 | $96,661 | | Total current assets | $81,311 | $105,508 | | Property and equipment, net | $43,994 | $37,350 | | Total assets | $126,479 | $143,930 | | Liabilities and Stockholders' Equity | | | | Accounts payable | $7,431 | $1,912 | | Accrued liabilities | $6,721 | $16,020 | | Total current liabilities | $14,289 | $17,968 | | Long-term debt | $11,110 | $11,199 | | Total liabilities | $39,526 | $42,247 | | Total stockholders' equity | $86,953 | $101,683 | | Total liabilities and stockholders' equity | $126,479 | $143,930 | Unaudited Condensed Consolidated Statements of Operations Unaudited Condensed Consolidated Statements of Operations (in thousands, except per share data) | Item | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Sales | $282 | $57 | | Cost of goods sold | $234 | $45 | | Gross profit | $48 | $12 | | Research and development | $1,948 | $432 | | Selling, general and administrative | $22,259 | $8,294 | | Total operating expenses | $24,207 | $8,726 | | Loss from operations | $(24,159) | $(8,714) | | Interest expense, net | $(1,643) | $(405) | | Net loss | $(25,772) | $(9,398) | | Net loss per basic and diluted common share | $(0.32) | $(0.19) | | Weighted average common shares outstanding | 81,009,268 | 49,131,554 | Unaudited Condensed Consolidated Statements of Stockholders' Equity (Deficit) Changes in Stockholders' Equity (Deficit) (in thousands) | Item | Balance, Dec 31, 2021 | Stock-based compensation | Net loss | Balance, Mar 31, 2022 | | :-------------------- | :-------------------- | :----------------------- | :------- | :-------------------- | | Additional Paid-in Capital | $169,916 | $11,042 | — | $180,958 | | Accumulated Deficit | $(68,242) | — | $(25,772) | $(94,014) | | Total Stockholders' Equity (Deficit) | $101,683 | $11,042 | $(25,772) | $86,953 | Unaudited Condensed Consolidated Statements of Cash Flows Unaudited Condensed Consolidated Statements of Cash Flows (in thousands) | Activity | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Net cash used in operating activities | $(10,085) | $(3,223) | | Net cash used in investing activities | $(14,673) | $(1,070) | | Net cash provided by financing activities | $71 | $21,604 | | Net (decrease) increase in cash and restricted cash | $(24,687) | $17,311 | | Cash and restricted cash at end of period | $76,390 | $17,356 | - Non-cash investing and financing activities for Q1 2022 included $8,161 thousand in purchases of property and equipment in accounts payable and accrued liabilities27 Notes to Unaudited Condensed Consolidated Financial Statements These notes provide essential context for the financial statements, covering business operations, accounting policies, and key financial components 1. Business Description - Local Bounti Corporation is an indoor farming company using proprietary Stack & Flow Technology™ to grow food sustainably28 - On April 4, 2022, the Company completed the acquisition of Pete's, a California-based indoor farming company, for $122.5 million2930 - Pete's operates three greenhouse facilities and distributes to approximately 10,000 retail locations across 35 U.S. states and Canadian provinces30 2. Summary of Significant Accounting Policies - The unaudited condensed consolidated financial statements are prepared in accordance with GAAP and include all wholly-owned subsidiaries31 - Depreciation and property and equipment classifications were reclassified to enhance comparability with industry peers343536 - The Company adopted ASU 2021-04 and ASU 2019-12 on January 1, 2022, with no material impact on the financial statements3738 3. Inventory Inventory Composition (in thousands) | Item | March 31, 2022 | December 31, 2021 | | :---------------- | :------------- | :---------------- | | Raw materials | $399 | $145 | | Work-in-process | $173 | $173 | | Finished goods | $104 | $69 | | Packaging | $682 | $467 | | Consignment | — | $163 | | Inventory allowance | $(95) | $(95) | | Total inventory, net | $1,263 | $922 | 4. Property and Equipment Property and Equipment (in thousands) | Item | March 31, 2022 | December 31, 2021 | | :---------------------- | :------------- | :---------------- | | Greenhouse facility | $11,033 | $10,194 | | Equipment | $4,986 | $3,683 | | Land | $3,991 | $4,122 | | Leasehold improvements | $3,947 | $3,947 | | Construction-in-progress | $21,549 | $16,375 | | Less: Accumulated depreciation | $(1,512) | $(971) | | Property and equipment, net | $43,994 | $37,350 | Depreciation Expense (in thousands) | Period | Depreciation Expense | | :-------------------------- | :------------------- | | Three months ended March 31, 2022 | $541 | | Three months ended March 31, 2021 | $124 | 5. Accrued Liabilities Accrued Liabilities (in thousands) | Item | March 31, 2022 | December 31, 2021 | | :------------------------ | :------------- | :---------------- | | Accrued construction expenses | $135 | $11,192 | | Accrued insurance | $1,825 | $2,582 | | Accrued payroll | $273 | $792 | | Accrued agriculture expenses | $294 | $461 | | Accrued legal fees | $3,448 | $273 | | Accrued other | $746 | $720 | | Total accrued liabilities | $6,721 | $16,020 | 6. Debt Debt Composition (in thousands) | Item | March 31, 2022 | December 31, 2021 | | :------------------------------------ | :------------- | :---------------- | | Subordinated Facility | $16,293 | $16,293 | | Unamortized deferred financing costs, Cargill Credit Agreements | $(5,183) | $(5,094) | | Total debt | $11,110 | $11,199 | - The Subordinated Facility has an interest rate of 10.5% per annum, with $16,293 thousand outstanding as of March 31, 20224647 - The Senior Facility had no amounts outstanding as of March 31, 2022 and December 31, 202148 - The Company was in compliance with all applicable financial covenants under the Cargill Financial credit agreements as of March 31, 20224951 7. Fair Value Measurements Recurring Fair Value Measurements (in thousands) | Item | March 31, 2022 (Level 1) | December 31, 2021 (Level 1) | | :------------------------------------------ | :----------------------- | :-------------------------- | | Money market funds, included in cash and cash equivalents | $71,943 | $96,661 | | Total | $71,943 | $96,661 | - The fair value of money market funds is determined using quoted market prices, classifying them as Level 1 measurements52 8. Stock-Based Compensation Restricted Common Stock Awards (RSAs) Activity | Item | Number of Shares | Average Grant Date Fair Value | | :-------------------------- | :--------------- | :---------------------------- | | Unvested at December 31, 2021 | 5,479,451 | $1.80 | | Vested | (208,682) | $2.66 | | Unvested at March 31, 2022 | 5,270,769 | $1.84 | - Total expense for RSAs for Q1 2022 was $917 thousand, with $5,302 thousand in unrecognized compensation cost54 Restricted Stock Units (RSUs) Activity | Item | Number of RSUs | Average Grant Date Fair Value | | :-------------------------------- | :------------- | :---------------------------- | | Unvested at December 31, 2021 | 2,395,789 | $9.73 | | Granted | 7,321,188 | $5.67 | | Forfeited | (49,697) | $(9.97) | | Vested | (123,884) | $(9.83) | | Unvested and outstanding at March 31, 2022 | 9,543,396 | $6.61 | - Total expense for RSUs for Q1 2022 was $10,096 thousand, with $51,525 thousand in unrecognized compensation cost55 9. Income Taxes - The Company incurred net operating losses for Q1 2022 and 2021, resulting in no provision for income taxes56 Net Operating Losses (NOLs) (in thousands) | Date | U.S. Federal and State NOLs | | :---------------- | :-------------------------- | | March 31, 2022 | $54,600 | | December 31, 2021 | $41,800 | These NOL carryforwards can be carried forward indefinitely. 10. Net Loss Per Share Net Loss Per Share (in thousands, except share and per share data) | Item | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :------------------------------------ | :-------------------------------- | :-------------------------------- | | Net loss | $(25,772) | $(9,398) | | Weighted average common stock outstanding, basic and diluted | 81,009,268 | 49,131,554 | | Net loss per common share, basic and diluted | $(0.32) | $(0.19) | - Diluted loss per common share is the same as basic loss per common share because the effects of potentially dilutive items were anti-dilutive58 Anti-Dilutive Securities (Weighted-Average Shares Outstanding) | Security | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :---------------- | :-------------------------------- | :-------------------------------- | | CIC Restricted Stock | 5,395,590 | 9,679,209 | | Convertible Notes | — | 3,095 | | Warrants | 11,539,306 | 6,650 | 11. Commitments and Contingencies - Management is not aware of any legal matters expected to have a material adverse effect on the Company's financial position61 Non-Cancelable Purchase Commitments (in thousands) | Period | Purchase Commitments | | :---------------- | :------------------- | | Remainder of 2022 | $357 | | 2023 | $402 | | 2024 | $204 | | Total | $963 | Operating Lease Liabilities (in thousands) | Period | Operating Leases | | :---------------- | :--------------- | | Remainder of 2022 | $99 | | 2023 | $96 | | 2024 | $90 | | Total | $285 | 12. Related Party Transactions - The management services agreement with BrightMark Partners LLC was terminated in March 2021, resulting in no management fees for Q1 20226465 - A commercial lease agreement with McLeod Property HM LLC was terminated on March 15, 202266 Accrued Liabilities, Related Party (in thousands) | Date | Amount | | :---------------- | :----- | | March 31, 2022 | $26 | | December 31, 2021 | $8 | 13. Subsequent Events - On April 4, 2022, the Company completed the acquisition of Pete's for $122.5 million6970 - In connection with the Pete's Acquisition, Pete's acquired properties from STORE Master Funding XVIII, LLC for $25.8 million in cash71 - On April 4, 2022, an amendment to the Cargill Financial credit agreements reduced the aggregate commitment to $170.0 million and increased interest rates by 2%72 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial condition and results of operations for Q1 2022 Overview - Local Bounti produces sustainably grown produce using its patent-pending Stack & Flow Technology™75 - The Montana Facility increased its capacity by approximately 140% in Q3 2021 and was fully commissioned in Q4 202175 - The company's growth strategy includes increasing production capacity, expanding to new markets, and broadening its product offerings76 Recent Developments - On April 4, 2022, Local Bounti acquired Pete's, a California-based indoor farming company with distribution to ~10,000 retail locations78 - The acquisition provides access to Pete's established retail customer base and allows for technology integration to enhance yields79 Environmental, Social and Governance - Local Bounti emphasizes sustainability, believing its growing technology delivers clean produce with safer methods80 - The company's compact, efficient, and local farms aim to make it among the most sustainable produce suppliers81 Factors Affecting Our Financial Condition and Results of Operations - The company expects to expend substantial resources on integrating Pete's operations and building out new CEA facilities83 Results of Operations Historical Operating Results (in thousands) | Item | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | $ Change | | :-------------------------------- | :-------------------------------- | :-------------------------------- | :------- | | Sales | $282 | $57 | $225 | | Cost of goods sold | $234 | $45 | $189 | | Gross profit | $48 | $12 | $36 | | Research and development | $1,948 | $432 | $1,516 | | Selling, general and administrative | $22,259 | $8,294 | $13,965 | | Total operating expenses | $24,207 | $8,726 | $15,481 | | Loss from operations | $(24,159) | $(8,714) | $(15,445) | | Management fee income | $30 | $20 | $10 | | Convertible Notes fair value adjustment | — | $(299) | $299 | | Interest expense, net | $(1,643) | $(405) | $(1,238) | | Net loss | $(25,772) | $(9,398) | $(16,374) | Sales - Sales of produce increased by $225 thousand to $282 thousand for Q1 202286 - This increase was driven by expanded production at the Montana Facility, leading to sales in over 500 retail locations86 Cost of Goods Sold - Cost of goods sold increased by $189 thousand in Q1 2022, primarily due to increased sales volume88 - The company expects cost of goods sold to decrease as a percentage of sales over time as operations scale87 Research and Development - Research and development costs increased by $1,516 thousand in Q1 2022, reflecting increased investment in product expansion90 - Ongoing R&D efforts have led to approximately 26 crop turns annually for commercial loose-leaf lettuce89 Selling, General, and Administrative Expenses - Selling, general, and administrative expenses rose by $13,965 thousand in Q1 202292 - This increase was primarily driven by a $6,071 thousand rise in stock-based compensation and $3,901 thousand in transaction costs for the Pete's acquisition92 Management Fee Income - Management fee income increased by $10 thousand in Q1 2022, related to managing the Montana Facility93 Convertible Notes Fair Value Adjustment - There was no Convertible Notes fair value adjustment for Q1 2022, as all notes were converted in November 202196 - For Q1 2021, the adjustment was $(299) thousand96 Interest Expense, net - Net interest expense increased by $1,238 thousand in Q1 202297 - This increase was primarily due to a $1,079 thousand rise in interest and fees related to Cargill Financial debt97 Liquidity and Capital Resources Cash, Cash Equivalents, and Restricted Cash (in thousands) | Date | Amount | | :---------------- | :----- | | March 31, 2022 | $76,390 | | December 31, 2021 | $101,077 | - The company had an accumulated deficit of $94,014 thousand as of March 31, 202298 - The CEA business is capital-intensive, but current cash and borrowing capacity are believed sufficient for the next 12 months99100 - The Cargill Financial credit facility was amended on April 4, 2022, reducing the aggregate commitment to $170.0 million104 Cash Flow Analysis Summary of Cash Flows (in thousands) | Activity | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Net cash used in operating activities | $(10,085) | $(3,223) | | Net cash used in investing activities | $(14,673) | $(1,070) | | Net cash provided by financing activities | $71 | $21,604 | - Net cash used in operating activities increased to $(10,085) thousand in Q1 2022, primarily due to a net loss of $(25,772) thousand107 - Net cash used in investing activities significantly increased to $(14,673) thousand in Q1 2022, mainly due to purchases of property and equipment109 - Net cash provided by financing activities decreased to $71 thousand in Q1 2022, compared to $21,604 thousand in Q1 2021110111 Off-Balance Sheet Arrangements - The Company has not entered into any off-balance sheet arrangements112 Critical Accounting Policies and Estimates - There have been no changes to the Company's critical accounting policies and estimates from those described in the Annual Report113 Recent Accounting Pronouncements - For information about recent accounting pronouncements, refer to Note 2 of the Unaudited Condensed Consolidated Financial Statements114 Item 3. Quantitative and Qualitative Disclosures About Market Risk This section discusses the company's exposure to market risks, specifically inflation and interest rate risks Inflation Risk - The company does not believe inflation has had a material effect on its business to date116 - However, significant inflationary pressures on costs that cannot be offset by price increases could harm the business116 Interest Rate Risk - Borrowings under the Senior Facility expose the company to market risk from changes in interest rates117 - As of March 31, 2022, there was no outstanding balance under the Senior Facility117 Item 4. Controls and Procedures This section addresses the effectiveness of the company's disclosure controls, identifying a material weakness and outlining remediation Evaluation of Disclosure Controls and Procedures - As of March 31, 2022, the company's disclosure controls and procedures were not effective due to a continuing material weakness118 - The material weakness is related to the lack of adequate finance and accounting personnel118 Remediation Plan - Management is continuing to implement the remediation plan disclosed in the Annual Report on Form 10-K119 - The material weakness will be considered remediated only after management concludes controls are effectively designed and operating120 Changes in Internal Control over Financial Reporting - No other material changes in internal control over financial reporting occurred during Q1 2022121 Part II – Other Information This part contains information on legal proceedings, risk factors, unregistered sales of securities, and filed exhibits Item 1. Legal Proceedings This section refers to the financial statement notes for information regarding any legal proceedings involving the company - Information regarding legal proceedings can be found in Note 11, Commitments and Contingencies, to the financial statements124 Item 1A. Risk Factors This section details risks that could materially affect the business, from operations and growth to market and regulatory factors Summary Risk Factors - The company is an early-stage entity with a history of losses, requiring additional financing to achieve its goals127128 - Risks include liabilities from the Pete's Acquisition, reliance on a limited number of facilities, and difficulty forecasting future results127128 - Other risks encompass the ability to decrease cost of goods sold, potential damage to facilities, and competition in the natural food market128 Risks Related to Local Bounti's Business - Local Bounti is an early-stage company with a history of losses and expects to incur significant expenses and continuing losses130131 - The company will require additional financing to achieve its goals, and failure to obtain it could force delays or termination of operations133134 - Local Bounti relies on a limited number of facilities, making operations vulnerable to adverse changes or developments135137 - The build-out of new facilities will require significant capital expenditures and is subject to delays and unexpected costs138139140 - The company's ability to decrease cost of goods sold depends on scaling operations, which may be hindered by inflation or supply chain interruptions141 - Damage or problems with CEA facilities could severely impact operations and financial condition142143 - Failure to attract and retain a skilled local labor force could negatively impact business and results of operations146147149 - Failure to develop and maintain its brand, or negative publicity, could harm the business and competitive position150151 - Estimates of market opportunity and forecasts of market growth may be inaccurate152 - The effects of COVID-19 and other public health crises on business, operating results, and cash flows are uncertain153154155156157158 - Inability to maintain company culture as it grows could harm the business and competitive position159 - Local Bounti may be unable to successfully execute its growth strategy, which could adversely affect financial results160161162163164165166167168169170171172173174 - Operating costs may be higher than expected due to fluctuating utility prices or increased labor costs175176 - Incorrect estimates relating to critical accounting policies could adversely affect results of operations177 - Operating as a public company will incur increased costs and require substantial management time178 - The company has identified material weaknesses in internal control over financial reporting, which could lead to inaccurate financial reporting179180181183 - The ability to use net operating loss carryforwards (NOLs) may be limited due to potential ownership changes184 Risks Related to the Natural Food Market - Local Bounti faces inherent risks in the CEA business, including plant diseases and pest infestations185186 - The company operates in a highly competitive natural foods market, facing competition from large-scale operations and other indoor growers187188189190191192 - The ability to grow revenue is dependent on increasing crop yield and quality193 Risks Related to Local Bounti's Technology, Intellectual Property and Infrastructure - Local Bounti may need to defend itself against intellectual property infringement claims, which could be time-consuming and expensive194 - The loss of any registered trademark or other intellectual property could enable competitors and damage brand reputation195196 - Reliance on information technology systems means any failure or security breach could harm the ability to operate the business197198199200 Risks related to the Pete's Acquisition - The Pete's Acquisition involves significant capital investment and integration difficulties, which may detract from core operations201202203204205206207 - Failure to successfully integrate Pete's business could prevent the realization of anticipated acquisition benefits208209210 - Pete's operations are subject to federal, state, and local environmental laws, which could lead to increased costs and penalties211212213214 - The acquisition may lead to increased costs for accounting, internal controls, and compliance215216 - Pete's existing facilities may not be adaptable to Local Bounti's new technologies217 - Supply chain disruptions could lead to construction delays at acquired facilities, impacting liquidity218219220 - Following the acquisition, operating facilities are concentrated in Montana, California, and Georgia, increasing regional risk221 - Lack of sufficient water, particularly in California due to drought, could severely impact production222223224225 Risks Related to our Customers - Local Bounti could be adversely affected by changes in consumer preferences and spending habits226227228229 - Demand for greens and herbs is subject to seasonal fluctuations, which may adversely impact results230 - The loss or significant reduction in orders from top retail customers could have a material adverse impact on the business231 Risks Related to Legal Matters and Regulations - The unavailability or elimination of government and economic incentives could negatively impact the business232233 - Local Bounti may be subject to litigation and government inquiries with unpredictable outcomes234235 - The business involves significant risks that may not be fully covered by insurance236 - Future operations could expose the company to material environmental and regulatory liabilities237238239240 - Political issues and changes in legislation could significantly impact the business241 - Product contamination or food-safety incidents could expose Local Bounti to lawsuits, product recalls, and reduced demand242243244 - Real or perceived quality or food-safety issues could diminish its brand and reputation245246247248 - Local Bounti's operations are subject to extensive regulation by the USDA, FDA, and other authorities249250 - Failure by suppliers or distribution partners to comply with regulations could disrupt supply and harm reputation251 Risks Related to Local Bounti's Term Loan Facility - The credit facility with Cargill Financial is secured by all of the company's assets, including intellectual property253 - An uncured event of default could grant Cargill Financial the right to foreclose on all assets253 Risks Relating to Ownership of Our Securities - The price of Local Bounti's securities may be volatile or decline regardless of operating performance254 - Local Bounti has never paid cash dividends and does not anticipate doing so in the foreseeable future255 - Anti-takeover provisions could impair takeover attempts, potentially limiting stockholders' opportunity to receive a premium256 - The company is subject to risks related to taxation in the United States, including potential changes in tax laws257258259260261262263264 - The company's application for a PPP Loan could be determined impermissible, potentially leading to penalties265266 - As a holding company, Local Bounti is dependent on distributions from its subsidiaries to pay taxes and cover expenses267268 - There is no guarantee that public warrants will be in the money, and they may expire worthless269270 - The company may redeem unexpired warrants prior to their exercise at a disadvantageous time for holders271272 - Future issuance of a substantial number of additional shares would dilute existing shareholders' interests273 - The NYSE may delist the company's securities, limiting investors' ability to transact274275 - Future sales of shares by existing stockholders may adversely affect the market price of common stock276277278279280281282 - If securities or industry analysts cease publishing research or change recommendations adversely, the stock price could decline283 - As an 'emerging growth company', Local Bounti takes advantage of certain exemptions from reporting requirements284285286 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section confirms no unregistered sales of equity securities occurred during the reporting period that were not previously disclosed - There were no unregistered sales of equity securities during the period that were not previously reported on a Form 8-K287 Item 6. Exhibits This section lists exhibits filed as part of the Quarterly Report, including agreements, certifications, and financial data Exhibits List | Exhibit Number | Description | | :------------- | :---------- | | 2.1* | Business Combination Agreement, dated as of June 17, 2021 | | 3.1 | Certificate of Incorporation of Local Bounti Inc. | | 3.2 | Certificate of Amendment to Certificate of Incorporation of Local Bounti Corporation | | 3.3 | Bylaws of Local Bounti Inc. | | 31.1 | Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | 31.2 | Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | 32.1** | Certification of Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | 32.2** | Certification of Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | 101 | The following financial statements from Local Bounti's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, formatted in Inline XBRL: (a) Unaudited Condensed Consolidated Statements of Cash Flows, (b) Unaudited Condensed Consolidated Statements of Operations, (c) Condensed Consolidated Balance Sheets, and (d) Notes to Unaudited Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags. | | 104 | Cover Page Interactive Data File - the cover page from this Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, formatted in Inline XBRL (included in Exhibit 101). | Signatures This part contains the authorized signatures of the company's principal officers, affirming the report's submission Signatures This section contains the duly authorized signatures of the company's principal executive, financial, and accounting officers - The report is signed by Craig M. Hurlbert (Co-Chief Executive Officer), Kathleen Valiasek (Chief Financial Officer), and Daniel Martinelli (Chief Accounting Officer) on May 12, 2022293