Business Context and Reporting Period
Leo Holdings III Corp., a Cayman Islands special purpose acquisition company, filed this Form 8-K on November 17, 2021, reporting events occurring on November 16, 2021. The filing concerns shareholder and public warrant-holder approvals for Leo’s proposed business combination with Local Bounti Corporation, a controlled-environment agriculture company.
Key Financial Metrics and Capital Structure
This Form 8-K does not provide current revenue, profit, cash flow, margins, debt, liquidity, or other operating financial metrics. It reports transaction approvals and anticipated closing timing.
- Shareholders present or represented: 25,806,674 ordinary shares, approximately 75.07% of voting power.
- Public warrants present or represented: 3,439,492 warrants, approximately 62.54% of voting power.
- The filing does not state the amount of shareholder redemptions, transaction financing, or pro forma cash and debt.
Material Changes and Voting Results
Shareholders approved the Business Combination Proposal, Domestication Proposal, Charter Proposal, governing documents proposals, NYSE Proposal, Incentive Award Plan Proposal, Employee Stock Purchase Plan Proposal, and Director Election Proposal. The public warrant holders approved the Warrant Amendment Proposal.
| Proposal | For | Against | Abstain |
|---|---|---|---|
| Business Combination | 25,436,941 | 252,617 | 117,116 |
| Domestication | 25,436,941 | 252,617 | 117,116 |
| Charter | 25,436,931 | 252,617 | 117,126 |
| Governing Documents Proposals A-D | 23,015,202 | 2,674,356 | 117,116 |
| NYSE Proposal | 25,436,941 | 252,617 | 117,116 |
| Incentive Award Plan | 23,013,012 | 2,674,536 | 119,126 |
| Employee Stock Purchase Plan | 23,013,053 | 2,674,505 | 119,116 |
| Director Election | 6,875,000 | 0 | 0 |
| Warrant Amendment | 3,418,287 | 15,000 | 6,205 |
Outlook, Risks, and Unusual Items
Subject to satisfaction or waiver of other closing conditions, Leo and Local Bounti expected to complete the transactions early in the week of November 22, 2021. Following closing, the combined company’s common stock and warrants were expected to trade on the NYSE under “LOCL” and “LOCL WS,” respectively.
- Key contingencies included potential termination of the merger agreement, litigation, failure to satisfy closing conditions, shareholder redemption levels, and inability to obtain or maintain NYSE listing.
- Other risks included integration and operational disruption, failure to realize anticipated transaction benefits, competition, profitable growth, employee retention, transaction costs, regulatory changes, economic conditions, and COVID-19-related effects.
- The adjournment proposals were not presented because the substantive proposals received sufficient votes.
- The filing included a press release as Exhibit 99.1 and customary forward-looking statement disclaimers.
Investor Verification Items
- Verify that the merger, domestication, and related transactions actually closed and review the final closing date.
- Verify the number and value of shareholder redemption requests and the resulting cash available to the combined company.
- Review the post-closing capital structure, including issued shares, warrants, options, debt, and transaction expenses.
- Confirm NYSE listing and the commencement of trading under “LOCL” and “LOCL WS.”
- Review subsequent filings for Local Bounti’s operating results, liquidity, financing needs, and updated risk factors.