Local Bounti Corporation current report, 25 May 2021

Vollständiges Dokument

Filing Overview

Leo Holdings III Corp. filed a Form 8-K regarding an NYSE notice of non-compliance received on May 25, 2021. The filing relates to the fiscal quarter ended March 31, 2021. Although the request identifies Local Bounti Corporation, the filing’s registrant is Leo Holdings III Corp., a Cayman Islands special purpose acquisition company.

Material Listing Issue

  • The NYSE notified the company that it was not in compliance with Section 802.01E of the NYSE Listed Company Manual because it had not timely filed its Form 10-Q for the quarter ended March 31, 2021.
  • The company attributed the delay to the SEC’s April 12, 2021 statement concerning accounting and reporting treatment for warrants issued by SPACs.
  • The company was re-evaluating its warrant accounting with its auditors and other professional advisors, delaying preparation and finalization of its quarterly financial statements.
  • Under NYSE rules, the company had six months from receipt of the notice to file the Form 10-Q and regain compliance. The filing text does not state whether the Form 10-Q was subsequently filed.

Financial Metrics and Liquidity

The filing does not provide revenue, profit, cash flow, margins, debt, liquidity balances, warrant valuation amounts, or other operating financial metrics. It also does not provide comparative-period financial information.

Guidance, Outlook, and Risks

  • The principal disclosed risk is potential continued non-compliance with NYSE timely filing requirements if the Form 10-Q was not filed within the applicable cure period.
  • The warrant-accounting review could affect the company’s financial statements and reporting timeline, but the filing does not quantify any accounting impact.
  • No management guidance, operating outlook, contingencies, or unusual items beyond the delayed filing and warrant-accounting review are disclosed.

Investor Verification Points

  • Verify the date and contents of the subsequent Form 10-Q for the quarter ended March 31, 2021.
  • Review the company’s final accounting treatment and valuation of its warrants.
  • Confirm whether the company regained compliance with NYSE listing requirements within the six-month cure period.
  • Reconcile the filing entity, Leo Holdings III Corp., with any subsequent Local Bounti Corporation transaction or reporting entity.