Local Bounti Corporation/DE

Item 1A. Risk Factors

Except as set forth below, there have been no material updates to our risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2024:

U.S. Bounti, LLC (U.S. Bounti), following conversion of our Series A Preferred Stock, will controls the direction of our business and the concentrated ownership of our common stock willmay prevent other stockholders from influencing significant decisions.

U.S. Bounti, an entity controlled by Charles R. Schwab, will hold the voting power over approximately 56.2% of our outstanding common stock following tFollowing the conversion of our Series A Preferred Stock upon removal of the current conversion blocker for NYSE change of control rule purposes (the "Conversion Blocker"). The removal of the Conversion Blocker is subject to approval by our stockholders at our upcoming anninto common stock at the annual stockholders meeting to be held on June 11, 2025. Once the Conversion Block is removed and, U.S. Bounti, an entity controlled by Charles R. Schwab, holds the Series A Preferred Stock is converted to voting power over approximately 55% of our outstanding common stock, Mr. Schwab, through his control of other entities which also hold shares of our common stock, will beneficially owns approximately 61.50% of our outstanding common stock. Mr. Schwab, through his control of U.S. Bounti and other entities holding shares of our common stock, will be is able to significantly influence our decisions, including the election of directors (and U.S. Bounti has the right to appoint two of our directors), and the approval of significant corporate transactions, such as mergers and related party transactions. Mr. Schwab, through his control of U.S. Bounti and other entities holding shares of our common stock, will also haves the ability to delay or block, by ownership of our common stock, an unsolicited tender offer. This concentration of ownership could have the effect of delaying, deterring or preventing a change in control of the Company that stockholders might view favorably. Additionally, U.S. Bountis interests may not align with the interests of our other stockholders. U.S. Bounti may make investments in companies and may acquire and hold interests in businesses that compete directly or indirectly with us and may also pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us.

Although we do not expect to rely on the "controlled company" exemption, we may soon become qualify as a "controlled company" within the meaning of the NYSE rules, and we would qualify for exemptions from certain corporate governance requirements.

A "controlled company," as defined in the NYSE rules, is a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company. Controlled companies are not required to comply with certain NYSE continued listing standards relating to corporate governance, including:

the requirement that a majority of a companys board of directors consist of independent directors;

the requirement that a companys nominating and corporate governance committee be composed entirely of independent directors with a written charter addressing the committees purpose and responsibilities; and

the requirement that a companys compensation committee be composed entirely of independent directors with a written charter addressing the committees purpose and responsibilities.

Upon the Charles R. Schwab, through his conversiontrol of the Series A Preferred Sentities which also hold shares of our common stock , beneficially owned by U.S. Bounti, we would s approximately 60% of our outstanding common Because Mr. Schwab beneficially owns a majority of the voting power for the election of our directors, and we meet the definition of a "controlled company." As a result, these requirements would not apply to us as long as we remain a "controlled company."

Although we may soon qualify as a "controlled company," we cWe currently do not, and we do not expect to, rely on this exemption and we currently comply with, and we expect to continue to comply with, all relevant corporate governance requirements under the NYSE rules. However, if we were to utilize some or all of these exemptions, our stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the NYSE continued listing standards that relate to corporate governance.

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