As filed with the Securities and Exchange Commission on March 31, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
________________________________________________________________

LOCAL BOUNTI CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
98-1584830
(I.R.S. Employer
 Identification No.)
400 W. Main St.
Hamilton, MT 59840
(Address of Principal Executive Offices) (Zip Code)
_______________________________________________________________

Local Bounti Corporation 2021 Equity Incentive Plan
Local Bounti Corporation 2021 Employee Stock Purchase Plan
(Full title of the plans)
________________________________________________________________

Craig M. Hurlbert
Co-Chief Executive Officer
400 W. Main St.
Hamilton, MT 59840
(800) 640-4016
Travis M. Joyner
Co-Chief Executive Officer
400 W. Main St.
Hamilton, MT 59840
(800) 640-4016
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
Copies to:
Albert W. Vanderlaan, Esq.
Orrick Herrington & Sutcliffe LLP
222 Berkeley Street
Suite 2000
Boston, MA 02116
(617) 880-1800
 
Margaret McCandless
General Counsel
Local Bounti Corporation
400 W. Main St.
Hamilton, MT 59840
(800) 640-4016
 
Kathleen Valiasek
Chief Financial Officer
Local Bounti Corporation
400 W. Main St.
Hamilton, MT 59840
(800) 640-4016
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer☐Accelerated filer☐
Non-accelerated filer ☒Smaller reporting company☒
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 7(a)(2)(B) of the Securities Act ☐. 



EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, Local Bounti Corporation (the “Registrant”) is filing this Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register an additional (i) 4,148,025 shares of Common Stock, par value $0.0001 per share (the “Common Stock”), under the Local Bounti Corporation 2021 Equity Incentive Plan (the “2021 Plan”), pursuant to the provisions of the 2021 Plan providing for an automatic increase in the number of shares of common stock reserved and available for issuance under the 2021 Plan on January 1, 2023, and (ii) 1,037,006 shares of Common Stock under the Local Bounti Corporation 2021 Employee Stock Purchase Plan (the “2021 ESPP”), pursuant to the provisions of the 2021 ESPP providing for an automatic increase in the number of shares of common stock reserved and available for issuance under the 2021 ESPP on January 1, 2023. This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statement on Form S-8 (File No. 333-262325) filed with the Commission on January 24, 2022.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following documents are filed as exhibits to this Registration Statement.
Exhibit No.Description of Exhibit
5.1*
23.1*
23.2*
24.1*
99.1
99.2
107*
__________________________
* Filed herewith.
2


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hamilton, State of Montana, on March 31, 2023.
Local Bounti Corporation
By:
/s/ Craig M. Hurlbert
Name:Craig M. Hurlbert
Title:Co-Chief Executive Officer and Director





POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Kathleen Valiasek and Margaret McCandless, and each or any of them, such individual’s true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for such individual and in such individual’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such individual might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be signed in one or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Name
Title
Date
/s/ Craig M. Hurlbert
Co-Chief Executive Officer and Director
March 31, 2023
Craig M. Hurlbert(Principal Executive Officer)
/s/ Kathleen ValiasekChief Financial Officer
March 31, 2023
Kathleen Valiasek(Principal Financial and Accounting Officer)
/s/ Travis M. JoynerCo-Chief Executive Officer and Director
March 31, 2023
Travis M. Joyner
/s/ Pamela BrewsterDirector
March 31, 2023
Pamela Brewster
/s/ Edward C. ForstDirector
March 31, 2023
Edward C. Forst
/s/ Mark J. NelsonDirector
March 31, 2023
Mark J. Nelson
/s/ Matthew NordbyDirector
March 31, 2023
Matthew Nordby