Local Bounti Corp美股招股说明书(2025-12-08版)

This prospectus relates to the resale from time to time, by the selling stockholder (which term as used in this prospectus includes its transferees,pledgees, distributees, donees and successors-in-interest) identified in this prospectus under the caption “Selling Stockholder,” of up to 5,352,902shares of our common stock, par value $0.0001 per share (the “Common Stock”), issuable upon the conversion of the Convertible Note (as definedbelow) (the “Conversion Shares”) and up to 550,000 shares of our Common Stock issuable upon the exercise of the Common Stock Purchase Warrant(as defined below) (the “Warrant Shares”). The selling stockholder acquired the Convertible Note and the Common Stock Purchase Warrant in a private placement (the “Private Placement”)pursuant to a Convertible Note and Warrant Purchase Agreement (“Purchase Agreement”), dated as of August 1, 2025, by and between Local Bountiand the selling stockholder. The Purchase Agreement provided for the purchase, sale and issuance of (i) a convertible note with an initial principalbalance of $10.0 million and an initial conversion price of $2.50 per share of Common Stock (the “Convertible Note”) and (ii) a common stockpurchase warrant (the “Common Stock Purchase Warrant”) pursuant to which the selling stockholder has the right to purchase and acquire up to550,000 Warrant Shares. Conversion of the full initial principal amount of the Convertible Note would result in the issuance of up to 4,000,000 sharesof Common Stock if converted at $2.50 per share, which amount is subject to increase by any PIK Interest (as defined herein) that is added to theoutstanding principal under the terms of the Convertible Note. Conversion of the full initial principal amount of the Convertible Note, increased bythe maximum payment of PIK Interest that may be made during the term of the Convertible Note, would result in the issuance of up to 5,352,902Conversion Shares at $2.50 per share. On October 14, 2025, the Company obtained approval by the Company’s stockholders to issue the Conversion Shares and the Warrant Shares inexcess of 1% of the issued and outstanding Common Stock on the date of the Purchase Agreement for purposes of complying with the rules of theNew York Stock Exchange. We are registering the securities described above for resale on behalf of the selling stockholder pursuant to the selling stockholder’s registration rightsunder the Purchase Agreement and the Investor Rights Agreement (the “Investor Rights Agreement”), dated as of March 31, 2025, by and amongLocal Bounti and the investors named therein. Our registration of the securities covered by this prospectus does not mean that either we or the sellingstockholder will issue, offer or sell, as applicable, any of the securities. The selling stockholder may, from time to time, offer, sell or distribute all or aportion of the securities hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. See “Plan ofDistribution” in this prospectus for more information. We will not receive any proceeds from the resale or other disposition of the shares of CommonStock by the selling stockholder. See “Use of Proceeds” beginning on page8and “Plan of Distribution” beginning on page9of this prospectus formore information. We may also provide a prospectus supplement to add information to, or update or change information contained in, this prospectus. You should readboth this prospectus and any applicable prospectus supplement together with the additional information to which we refer you in the sections of thisprospectus entitled “Where You Can Find Additional Information” and “Incorporation by Reference.” Our Common Stock is listed on the New York Stock Exchange under the symbol “LOCL.” On November 13, 2025, the closing price of our CommonStock was $2.46 per share. INVESTING IN THESE SECURITIES INVOLVES SIGNIFICANT RISKS AND UNCERTAINTIES. YOU SHOULD REVIEWCAREFULLY THE RISKS AND UNCERTAINTIES REFERRED TO UNDER THE HEADING “RISK FACTORS” BEGINNING ONPAGE7OF THIS PROSPECTUS, AS WELL AS THE OTHER INFORMATION CONTAINED OR INCORPORATED BY REFERENCEIN THIS PROSPECTUS, BEFORE MAKING A DECISION TO INVEST IN OUR SECURITIES. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities orpassed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is December 8, 2025. Table of Contents ABOUT THIS PROSPECTUSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSPLAN OF DISTRIBUTIONDESCRIPTION OF SECURITIESSELLING STOCKHOLDERLEGAL MATTERSEXPERTSWHERE YOU CAN FIND ADDITIONAL INFORMATIONINCORPORATION BY REFERENCE ABOUT THIS PROSPECTUS This prospectus is part of a registration statement we filed with the Securities and Exchange Commission (the “SEC”). Under thisregistration pro