|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
Local Bounti Corporation (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
53960E106 (CUSIP Number) |
Rebecca E. Renzas CHS Management Group, LLC, PO Box 2226 Palm Beach, FL, 33480 (561) 531-4007 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/11/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 53960E106 |
| 1 |
Name of reporting person
Live Oak Ventures, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
858,284.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Row 13:
Based on 21,709,496 shares of common stock ("Common Stock") of Local Bounti Corporation (the
"Company") outstanding as of June 11, 2025, based upon information provided by the Company to the
Reporting Person.
SCHEDULE 13D
|
| CUSIP No. | 53960E106 |
| 1 |
Name of reporting person
The Charles & Helen Schwab Living Trust U/A DTD 11/22/1985 | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FLORIDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
282,112.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Rows 8, 10:
Includes 10,758 shares of Common Stock held by Olive Street Ventures, LLC ("Olive Street") of which The
Charles & Helen Schwab Living Trust U/A DTD 11/22/1985 (the "Trust") may be deemed to retain a
beneficial interest. The Trust disclaims beneficial ownership over the 10,758 shares of Common Stock held
by Olive Street.
Row 13:
Based on 21,709,496 shares of Common Stock outstanding as of June 11, 2025, based upon information
provided by the Company to the Reporting Person.
SCHEDULE 13D
|
| CUSIP No. | 53960E106 |
| 1 |
Name of reporting person
Charles R. Schwab | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,140,396.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
60.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Rows 8, 10:
Includes: (i) 858,284 shares of Common Stock held by Live Oak Ventures, LLC ("Live Oak") of which Mr.
Schwab is the manager and for which he has sole voting and dispositive power; (ii) 10,758 shares of
Common Stock held by Olive Street, for which Mr. Schwab and his spouse Helen O. Schwab, as trustees of
the Trust, may be deemed to share voting and dispositive power; (iii) 12,000,000 shares of Common Stock
held by U.S. Bounti, LLC ("U.S. Bounti") of which Mr. Schwab is the manager and for which he has sole
voting and dispositive power; (iv) 48,909 shares of Common Stock held by the Trust for which Mr. Schwab
is acting as sole trustee; and (v) 222,445 shares of Common Stock held by the Trust, for which Mr. Schwab
and his spouse Helen O. Schwab act as co-trustees. Mr. Schwab disclaims beneficial ownership over the
10,758 shares of Common Stock held by Olive Street.
Row 13:
Based on 21,709,496 shares of Common Stock outstanding as of June 11, 2025, based upon information
provided by the Company to the Reporting Person.
SCHEDULE 13D
|
| CUSIP No. | 53960E106 |
| 1 |
Name of reporting person
U.S. Bounti, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,000,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
55.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Row 13:
Based on 21,709,496 shares of Common Stock outstanding as of June 11, 2025, based upon information
provided by the Company to the Reporting Person.
SCHEDULE 13D
|
| CUSIP No. | 53960E106 |
| 1 |
Name of reporting person
Charles R. Schwab, Jr. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
500,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Row 13:
Based on 21,709,496 shares of Common Stock outstanding as of June 11, 2025, based upon information
provided by the Company to the Reporting Person.
SCHEDULE 13D
|
| CUSIP No. | 53960E106 |
| 1 |
Name of reporting person
Michael Molnar | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
69,592.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Row 13:
Based on 21,709,496 shares of Common Stock outstanding as of June 11, 2025, based upon information
provided by the Company to the Reporting Person.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share |
| (b) | Name of Issuer:
Local Bounti Corporation |
| (c) | Address of Issuer's Principal Executive Offices:
490 Foley Lane, Hamilton,
MONTANA
, 59840. |
| Item 2. | Identity and Background |
| (a) | Steven Renftle |
| (b) | Orrick, Herrington & Sutcliffe LLP
2050 Main Street, Suite 1100
Irvine, CA 92614-8255 |
| (d) | No |
| (e) | No |
| (f) | USA |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 is hereby amended and supplemented as follow:
Securities Purchase Agreement
On March 31, 2025, the Company, U.S. Bounti and Mr. Schwab Jr. (U.S. Bounti and Mr. Schwab Jr., collectively, the
"Investors") entered into a securities purchase agreement (the "Purchase Agreement") pursuant to which U.S. Bounti
acquired 1,700,723 shares of Common Stock and 10,299,277 shares of Series A Non-Voting Convertible Preferred
Stock ("Series A Preferred Stock") for an aggregate purchase price of $24,000,000 and Mr. Schwab Jr. acquired 70,863
shares of Common Stock and 429,137 shares of Series A Preferred Stock for an aggregate purchase price of $1,000,000
(collectively, the "PIPE Investment"). These purchases were funded using cash on hand.
On June 11, 2025, at the 2025 Annual Meeting of Stockholders of the Company, the stockholders approved, for the
purposes of complying with the rules of the New York Stock Exchange, the issuance of 10,728,414 shares of Common
Stock upon the conversion of the Series A Preferred Stock. Accordingly, the 10,299,277 shares of Series A Preferred
Stock held by U.S. Bounti, and 429,137 shares of Series A Preferred Stock held by Mr. Schwab Jr. were converted
into an equal number of Common Stock.
The Investors are subject to a 180-day lock-up period with respect to the shares of Common Stock and Series A
Preferred Stock purchased in connection with the PIPE Investment.
The information set forth under Item 4 is incorporated by reference herein. | |
| Item 4. | Purpose of Transaction |
Item 4 is hereby amended and supplemented as follows:
The response to Item 3 of this Amendment is incorporated by reference herein. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|
|
|
|
|