UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

(Amendment No. 1)

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 4, 2022

 

LOCAL BOUNTI CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Delaware		001-40125		98-1584830
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

220 W Main St.

Hamilton, MT 59840

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (406) 361-3711

N/A

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value of $0.0001 per share		LOCL		New York Stock Exchange
Warrants, each exercisable for one share of Common Stock for $11.50 per share		LOCL WS		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Explanatory Note

On April 7, 2022, Local Bounti Corporation (the “Company”) filed a Current Report on Form 8-K (the “Initial Form 8-K”) to report the completion of its acquisition of Hollandia Produce Group, Inc. and certain of its affiliates and/or subsidiaries (“Pete’s”) on April 4, 2022, pursuant to which Pete’s became an indirect wholly-owned subsidiary of the Company. This Current Report on Form 8-K/A (this “Form 8-K/A”) amends the Initial Form 8-K in order to include the historical financial statements of Pete’s and the pro forma financial information required by Item 9.01 of Form 8-K. The pro forma financial information included in this Form 8-K/A has been presented for informational purposes only, as required by Form 8-K. It does not purport to represent the actual results of operations that the Company and Pete’s would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve after the Company’s acquisition of Pete’s. Except as described above, all other information in the Initial Form 8-K remains unchanged.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The historical audited financial statements of Pete’s as of December 31, 2021 and 2020 and for each of the years in the two-year period ended December 31, 2021, are filed herewith as Exhibit 99.1 and incorporated herein by reference.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined financial statements of the Company and Pete’s for the year ended December 31, 2021 are filed herewith as Exhibit 99.2 and incorporated herein by reference.

(d) Exhibits.

 

Exhibit Number		Description
99.1		The audited financial statements of Hollandia Produce Group, Inc. and its subsidiaries as of December 31, 2021 and 2020 and for each of the years in the two-year period ended December 31, 2021
99.2		Unaudited pro forma condensed combined financial statements of Local Bounti Corporation
104		Cover Page Interactive Data File

 

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: April 28, 2022				Local Bounti Corporation
				By:		/s/ Kathleen Valiasek
				Name:		Kathleen Valiasek
				Title:		Chief Financial Officer

 

3