SecProbe.io

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 Document May 27, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn:    Jane Park Re: Local Bounti Corporation Registration Statement on Form S-3 Filed May 15, 2025 File No. 333-287329 REQUEST FOR ACCELERATION OF EFFECTIVENESS Acceleration Request Requested Date: May 29, 2025 Requested Time: 4:01 p.m. Eastern Time Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Local Bounti Corporation (the “ Company ”) hereby requests that the Securities and Exchange Commission (the “ Commission ”) take appropriate action to declare the Company’s Registration Statement on Form S - 3 (File No. 333-287329) effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable. The Company hereby authorizes Albert Vanderlaan, who is an attorney with the Company’s outside legal counsel, Orrick, Herrington & Sutcliffe LLP, to orally modify or withdraw this request for acceleration. The Company requests that it be notified of such effectiveness by a telephone call to Mr. Vanderlaan at (617) 880-2219. [Signature page follows] Sincerely, LOCAL BOUNTI CORPORATION By: /s/ Kathleen Valiasek Name: Kathleen Valiasek Title: Chief Executive Officer and Chief Financial Officer cc: Margaret McCandless, Local Bounti Corporation Albert Vanderlaan, Esq., Orrick, Herrington & Sutcliffe LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 22, 2025

Kathleen Valiasek
Chief Executive Officer
Local Bounti Corporation
490 Foley Lane
Hamilton, MT 59840

 Re: Local Bounti Corporation
 Registration Statement on Form S-3
 Filed May 15, 2025
 File No. 333-287329
Dear Kathleen Valiasek:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Jane Park at 202-551-7439 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Albert Vanderlaan, Esq.
</TEXT>
</DOCUMENT>

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Document

June 13, 2023

VIA EDGAR

Office of Industrial Applications and Services

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:    Ms. Kristin Lochhead

Mr. Brian Cascio

Re:    Local Bounti Corporation
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed March 31, 2023
File No. 001-40125

Dear Ms. Lochhead and Mr. Cascio:

On behalf of Local Bounti Corporation (the “Company,” “Local Bounti,” “we” or “our”), I hereby submit the Company’s response to the comments received from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Company’s Form 10-K for the Fiscal Year Ended December 31, 2022 (the “Form 10-K”), as set forth in the Staff’s letter dated May 30, 2023 to Kathleen Valiasek, Chief Financial Officer (the “Comment Letter”).

For reference purposes, the text of the Comment Letter has been reproduced and italicized herein with responses below each numbered comment. Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to the Form 10-K. All capitalized terms used and not otherwise defined herein will have the meanings set forth in the Form 10-K.

Form 10-K for the Fiscal Year Ended December 31, 2022

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations, page 54

1.We reference the adjustment to Adjusted EBITDA for the year ended December 31, 2022 and the three months ended March 31, 2022 in the press release attached to your Forms 8-K dated March 23, 2023 and May 10, 2023 related to "Utilities price spike and inclement weather related costs." However, we do not see any discussion within your Form 10-K or subsequent Form 10-Q related to the impact of utilities price spikes or inclement weather. In

U.S. Securities and Exchange Commission

June 13, 2023
Page 2

future filings, please revise to include a detailed discussion of current trends that impacted your financial results over the periods presented. Reference Item 303(b)(2) of Regulation S-K.

Response to Comment No. 1.We respectfully acknowledge the Staff’s comment and in future filings the Company will enhance its discussion within Management's Discussion and Analysis of Financial Condition and Results of Operations to further describe any known trends or uncertainties that have had or that are reasonably likely to have a material favorable or unfavorable impact on net sales or revenues or income from continuing operations. Set forth below is an illustrative example of such disclosure utilizing the Form 10-K:

Additionally, cost of goods sold was negatively impacted by $[XX] million for the period due to utility price spikes in California and inclement weather-related costs that impacted yields at our California facilities. We expect these incremental costs to decrease and trend closer to historical levels over the coming quarters.

Consolidated Financial Statements for the Year Ended December 31, 2022

2. Summary of Significant Accounting Policies, Revenue Recognition, page 70

2.We reference the disclosure that customer contracts generally do not include more than one performance obligation. Please tell us and revise future filings to discuss, if material, the contracts that result in more than one performance obligation. The disclosure should identify the multiple performance obligations and how you allocate and recognize revenue for each obligation.

Response to Comment No. 1.We respectfully acknowledge the Staff’s comment and in future filings the Company will discuss, if material, the contracts that result in more than one performance obligation. The Company does not currently have any contracts that include more than one performance obligation. Set forth below is proposed revised disclosure based on the disclosure included on page 70 of the Form 10-K, clarifying this point (emphasis added to relevant sentence):

Revenue Recognition

The Company’s principal business is the production and sale of sustainably grown fresh greens through CEA facilities. Revenue is recognized at a point in time when control of the product is transferred or passes to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods. Control over the product passes to the customer based upon applicable shipping terms, which typically occurs when products leave the Company’s facilities with the first transportation carrier.

Customer contracts do not include more than one performance obligation. Product prices are based on agreed upon rates with customers and do not include a financing component or noncash consideration. Also, the Company’s customer contracts do not include variable consideration and product sales are recorded net of discounts, returns and allowances. Consideration given to customers for cooperative advertising is recognized as a reduction of revenue except to the extent that there is a distinct good or service, in which case the expense is classified as selling or marketing expense. Provisions for discounts, returns and promotional allowances were not material at December 31, 2022.

The Company’s product sales do not typically include return rights, but the Company may offer in certain cases an assurance-type warranty to refund or replace the product if it

U.S. Securities and Exchange Commission

June 13, 2023
Page 3

does not meet quality specifications and such nonconformity is communicated to the Company within a set number of days of shipment. Refunds are recognized as a reduction of revenue based on a historical rate of experience when the product sale is consummated. Also, an estimate of the cost to replace a returned product is based on a historical rate of experience and recognized as a liability and related expense when the product sale is consummated. Product returns have not been material to date.

3.Revise future filings to clarify whether any of the consideration amount is variable, and, if so, whether the estimate of variable consideration is typically constrained. In addition, disclose any obligations for returns, refunds, and other similar obligations and any types of warranties and related obligations. Reference ASC 606-10-50-12.

Response to Comment No. 1.We respectfully acknowledge the Staff’s comment and in future filings the Company will clarify whether any of the consideration amount is variable, and, if so, whether the estimate of variable consideration is typically constrained and will disclose any obligations for returns, refunds, and other similar obligations and any types of warranties and related obligations. Set forth below is proposed revised disclosure based on the disclosure included on page 70 of the Form 10-K (emphasis added to relevant sentences):

Revenue Recognition

The Company’s principal business is the production and sale of sustainably grown fresh greens through CEA facilities. Revenue is recognized at a point in time when control of the product is transferred or passes to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods. Control over the product passes to the customer based upon applicable shipping terms, which typically occurs when products leave the Company’s facilities with the first transportation carrier.

Customer contracts do not include more than one performance obligation. Product prices are based on agreed upon rates with customers and do not include a financing component or noncash consideration. Also, the Company’s customer contracts do not include variable consideration and product sales are recorded net of discounts, returns and allowances. Consideration given to customers for cooperative advertising is recognized as a reduction of revenue except to the extent that there is a distinct good or service, in which case the expense is classified as selling or marketing expense. Provisions for discounts, returns and promotional allowances were not material at December 31, 2022.

The Company’s product sales do not typically include return rights, but the Company may offer in certain cases an assurance-type warranty to refund or replace the product if it does not meet quality specifications and such nonconformity is communicated to the Company within a set number of days of shipment. Refunds are recognized as a reduction of revenue based on a historical rate of experience when the product sale is consummated. Also, an estimate of the cost to replace a returned product is based on a historical rate of experience and recognized as a liability and related expense when the product sale is consummated. Product returns have not been material to date.

* * * * *

Should you have any further comments or questions with regard to the foregoing, please contact Albert Vanderlaan of Orrick, Herrington & Sutcliffe LLP at (617) 880-2219.

U.S. Securities and Exchange Commission

June 13, 2023
Page 4

Sincerely,

/s/ Kathleen Valiasek

                        Kathleen Valiasek

Chief Financial Officer

cc:     Albert Vanderlaan

    Orrick, Herrington & Sutcliffe LLP

United States securities and exchange commission logo
June 13, 2023
Kathleen Valiasek
Chief Financial Officer
Local Bounti Corporation
400 W. Main St.
Hamilton, MT 59840
Re:Local Bounti Corporation
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed March 31, 2023
File No. 001-40125
Dear Kathleen Valiasek:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

United States securities and exchange commission logo
May 30, 2023
Kathleen Valiasek
Chief Financial Officer
Local Bounti Corporation
400 W. Main St.
Hamilton, MT 59840
Re:Local Bounti Corporation
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed March 31, 2023
File No. 001-40125
Dear Kathleen Valiasek:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 54
1.We reference the adjustment to Adjusted EBITDA for the year ended December 31, 2022
and the three months ended March 31, 2022 in the press release attached to your Forms 8-
K dated March 23, 2023 and May 10, 2023 related to "Utilities price spike and inclement
weather related costs."   However, we do not see any discussion within your Form 10-K or
subsequent Form 10-Q related to the impact of utilities price spikes or inclement weather.
In future filings, please revise to include a detailed discussion of current trends that
impacted your financial results over the periods presented.   Reference Item 303(b)(2) of
Regulation S-K.

 FirstName LastNameKathleen  Valiasek
 Comapany NameLocal Bounti Corporation
 May 30, 2023 Page 2
 FirstName LastName
Kathleen  Valiasek
Local Bounti Corporation
May 30, 2023
Page 2
Consolidated Financial Statements for the Year Ended December 31, 2022
2. Summary of Significant Accounting Policies, Revenue Recognition, page 70
2.We reference the disclosure that customer contracts generally do not include more than
one performance obligation.  Please tell us and revise future filings to discuss, if material,
the contracts that result in more than one performance obligation.  The disclosure should
identify the multiple performance obligations and how you allocate and recognize revenue
for each obligation.
3.Revise future filings to clarify whether any of the consideration amount is variable, and, if
so, whether the estimate of variable consideration is typically constrained.  In addition,
disclose any obligations for returns, refunds, and other similar obligations and any types
of warranties and related obligations. Reference ASC 606-10-50-12.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Kristin Lochhead at (202) 551-3664 or Brian Cascio, Accounting
Branch Chief at (202) 551-3676 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

United States securities and exchange commission logo
January 6, 2023
Craig M. Hurlbert
Co-Chief Executive Officer
Local Bounti Corporation
400 W. Main St.
Hamilton, MT 59840
Re:Local Bounti Corporation
Registration Statement on Form S-3
Filed December 30, 2022
File No. 333-269094
Dear Craig M. Hurlbert:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Benjamin Richie at 202-551-7857 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Albert Vanderlaan

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400 W. Main St, Hamilton, MT 59840 • localbounti.com

 January 5, 2023

 VIA
EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attn:
 Benjamin Richie

Re:
 Local Bounti Corporation

Registration Statement on Form S-3

File No. 333-269094

Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the
Securities Act of 1933, as amended, Local Bounti Corporation (the “Company”), hereby respectfully requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to
declare the above-referenced Registration Statement on Form S-3 (File No. 333-269094) to become effective on Monday, January 9, 2023, at 4:05 p.m.,
Eastern Time, or as soon as practicable thereafter.

 The Company hereby authorizes Albert Vanderlaan of Orrick, Herrington & Sutcliffe LLP,
counsel to the Company, to orally modify or withdraw this request for acceleration.

 The Company requests that it be notified of such effectiveness by a
telephone call to Albert Vanderlaan of Orrick, Herrington & Sutcliffe LLP at (617) 880-2219.

Very truly yours,

LOCAL BOUNTI CORPORATION

By:

 /s/ Kathleen Valiasek

Name:

Kathleen Valiasek

Title:

Chief Financial Officer

cc:
 Albert Vanderlaan, Orrick, Herrington & Sutcliffe LLP

United States securities and exchange commission logo
October 28, 2022
Craig M. Hurlbert
Co-Chief Executive Officer
Local Bounti Corporation
400 W. Main St.
Hamilton, MT 59840
Re:Local Bounti Corporation
Registration Statement on Form S-1
Filed October 24, 2022
File No. 333-267993
Dear Craig M. Hurlbert:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Benjamin Richie at 202-551-7857 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Albert Vanderlaan, Esq.

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400 W. Main St, Hamilton, MT 59840 • localbounti.com

October 28, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance
100 F Street, N.E.

Washington, D.C. 20549

Attn:    Benjamin Richie

Re:    Local Bounti Corporation
Registration Statement on Form S-1

File No. 333-267993

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Local Bounti Corporation (the “Company”), hereby respectfully requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to declare the above-referenced Registration Statement on Form S-1 (File No. 333-267993) to become effective on Tuesday, November 1, 2022, at 4:05 p.m., Eastern Time, or as soon as practicable thereafter.

The Company hereby authorizes Albert Vanderlaan of Orrick, Herrington & Sutcliffe LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.

The Company requests that it be notified of such effectiveness by a telephone call to Albert Vanderlaan of Orrick, Herrington & Sutcliffe LLP at (617) 880-2219.

 Very truly yours,

 LOCAL BOUNTI CORPORATION

 By:    /s/ Kathleen Valiasek

 Name:    Kathleen Valiasek

 Title:    Chief Financial Officer

cc:    Albert Vanderlaan, Orrick, Herrington & Sutcliffe LLP

United States securities and exchange commission logo
June 23, 2022
Craig M. Hurlbert
Co-Chief Executive Officer
Local Bounti Corporation/DE
220 W. Main St.
Hamilton, MT 59840
Re:Local Bounti Corporation/DE
Registration Statement on Form S-1
Filed June 17, 2022
File No. 333-265716
Dear Mr. Hurlbert:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Margaret Schwartz at 202-551-7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Albert Vanderlaan, Esq.

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 Local Bounti Corporation

220 W. Main St.

 Hamilton, MT 59840

 June 23, 2022

 U.S. Securities and
Exchange Commission

 Division of Corporation Finance

 Office
of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:

Margaret Schwartz

Re:

 Local Bounti Corporation

 Registration
Statement on Form S-1

 Filed June 17, 2022

File No. 333-265716

Request for Acceleration of Effective Date

 Ladies and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Local Bounti Corporation (the “Company”) hereby respectfully requests that the effective date of the above-referenced Registration Statement on
Form S-1 be accelerated so that the same will become effective on June 27, 2022, at 4:30 PM, Eastern Time, or as soon thereafter as practicable. In making this acceleration request, the Company
acknowledges that it is aware of its responsibilities under the Act.

 The Company hereby authorizes Albert W. Vanderlaan of Orrick, Herrington &
Sutcliffe LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.

 The Company requests that it be notified of such
effectiveness by a telephone call to Albert W. Vanderlaan of Orrick, Herrington & Sutcliffe LLP at 617-880-2219.

If you have any questions regarding this request, please contact Albert W. Vanderlaan of Orrick, Herrington & Sutcliffe LLP at 617-880-2219.

Very truly yours,

LOCAL BOUNTI CORPORATION

By:

 /s/ Kathleen Valiasek

Name: Kathleen Valiasek

Title: Chief Financial Officer

cc:

 Albert W. Vanderlaan,

 Orrick,
Herrington & Sutcliffe LLP

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 Local Bounti Corporation

490 Foley Lane

 Hamilton, MT 59840

 December 21, 2021

 U.S. Securities and
Exchange Commission

 Division of Corporation Finance

 Office
of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:

Michael Davis

Re:

 Local Bounti Corporation

 Registration
Statement on Form S-1 (File No. 333-261578)

 Filed
December 10, 2021

 Request for Acceleration of Effective Date

 Ladies and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Local Bounti Corporation (the “Company”) hereby respectfully requests that the effective date of the above-referenced Registration Statement on
Form S-1 be accelerated so that the same will become effective on December 23, 2021, at 4:30 PM, Eastern Time, or as soon thereafter as practicable. In making this acceleration request, the Company
acknowledges that it is aware of its responsibilities under the Act.

 The Company hereby authorizes Albert W. Vanderlaan of Orrick, Herrington &
Sutcliffe LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.

 The Company requests that it be notified of such
effectiveness by a telephone call to Albert W. Vanderlaan of Orrick, Herrington & Sutcliffe LLP at 617-880-2219.

If you have any questions regarding this request, please contact Albert W. Vanderlaan of Orrick, Herrington & Sutcliffe LLP at 617-880-2219.

Very truly yours,

LOCAL BOUNTI CORPORATION

By:

 /s/ Kathleen Valiasek

Name: Kathleen Valiasek

Title: Chief Financial Officer

cc:

 Albert W. Vanderlaan,

 Orrick,
Herrington & Sutcliffe LLP

United States securities and exchange commission logo
December 16, 2021
Craig Hurlbert
Co-Chief Executive Officer
Local Bounti Corporation/DE
490 Foley Lane
Hamilton, MT 59840
Re:Local Bounti Corporation/DE
Registration Statement on Form S-1
Filed December 10, 2021
File No. 333-261578
Dear Mr. Hurlbert:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Michael Davis at 202-551-4385 or Joe McCann at 202-551-6262 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Albert W. Vanderlaan

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 Leo Holdings III Corp

Albany Financial Center, South Ocean Blvd., Suite #507

P.O. Box SP-63158

New Providence, Nassau, The Bahamas

October 18, 2021

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

100 F Street, N.E.

 Washington, D.C. 20549

Attention:

Abby Adams

Tim Buchmiller

Re:
 Leo Holdings III Corp

Registration Statement on Form S-4, as amended

File No. 333-257997

Ladies and Gentlemen:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Leo Holdings III Corp (the “Company”) hereby requests acceleration of the effective date of the above referenced Registration Statement to 4:00 p.m., Eastern Time, on October 20, 2021, or as soon
thereafter as practicable, or at such other time as the Company or its outside counsel, Kirkland & Ellis LLP, request by telephone that such Registration Statement be declared effective.

Please contact Brooks Antweil, of Kirkland & Ellis LLP, special counsel to the Company, at (713) 836-3388, as
soon as the registration statement has been declared effective, or if you have any other questions or concerns regarding this matter.

Sincerely,

 /s/ Lyndon Lea

Lyndon Lea

President and Chief Executive Officer

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 Leo Holdings III Corp.

Albany Financial Center, South Ocean Blvd, Suite #507

P.O. Box SP-63158

New Providence, Nassau, The Bahamas

October 7, 2021

 VIA EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Life Sciences

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Christine Torney, Abby Adams

Re:
 Leo Holdings III Corp.

Amendment No. 2 to Registration Statement on Form S-4

Filed September 27, 2021

File No. 333-257997

Ladies and Gentlemen:

 This letter sets forth
responses of Leo Holdings III Corp. (the “Company”) to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) set forth in your
letter dated October 5, 2021, with respect to the above referenced Amendment No. 2 to Registration Statement on Form S-4 (as amended, the “Registration Statement”).

The text of the Staff’s comments have been included in this letter for your convenience, and the Company’s responses to the comments
have been provided immediately thereafter.

 In addition, the Company has revised the Registration Statement in response to the
Staff’s comments and the Company is concurrently with this letter publicly filing Amendment No. 3 to the Registration Statement, which reflects these revisions. Unless otherwise indicated, capitalized terms used herein have the meanings
assigned to them in the Registration Statement.

 Amendment No. 2 to Registration Statement on Form S-4

 Local Bounti Projected Financial Information, page 131

1.
 Staff’s comment: We note your revised disclosure in
response to comment 7. Where you cross-reference to the Cautionary Note Regarding Forward Looking Statements, and in that section where you reference projections, revise to acknowledge the availability of safe harbors in this form of transaction is
unsettled, with no definitive case law, Commission statement, or language in the legislative history. Refer to SPACs, IPOs, and Liability Risk Under the Securities Laws (April 8, 2021), available at:
https:www.sec.gov/news/publicstatement/spacs-ipos-liability-risk-under-securities-laws.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 36 and 131.

Warrant Holders Proposal No. 1 - The Warrant Amendment Proposal, page 187

2.
 Staff’s comment: We note your disclosure that the
accounting treatment of the amended and restated warrant terms is currently under evaluation. Please update your disclosure to indicate your conclusions regarding the intended accounting treatment of the amended and restated warrants and include
appropriate risk factor disclosure if there is any material uncertainty.

 Response: The Company acknowledges the Staff’s comment and
has revised the disclosure on pages 8 and 187.

 Material U.S. Federal Income tax Consequences of the Domestication to Leo Shareholders, page 195

3.
 Staff’s comment: We reissue comment 9. We note your
response and your revised disclosure. Your disclosure does not correspond to the guidance in SLB No. 19. Most significantly, on page 197, you do not state the degree of likelihood that the Domestication will qualify as a
Section 368(a)(1)(F) reorganization--you state it “is not possible to predict;” however, “it is intended.” You go on to explain different consequences “[a]ssuming the
Domestication so qualifies.” These qualifications in your disclosure and your opinion assume away the purpose of the opinion and are not appropriate. Where your disclosure makes representations as to your intended material tax consequences, you
must provide a tax opinion that supports that disclosure. See Item 601(b)(8) of Regulation S-K. If the tax consequence you describe is not sufficiently predictable that you can provide at least a “more
likely than not” tax opinion, then it appears the disclosure should be revised accordingly.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages xiv, xv, 22, 23, 83, 84, 197
and 198.

 Exhibit 5.1 - Legal Opinion, page II-2

4.
 Staff’s comment: The Exhibit 5.1 opinion should not assume conclusions of law that are
necessary for the ultimate opinion. Please file a revised Exhibit 5.1 opinion that does not include the assumptions set forth in paragraphs (a), (b), (c), (d) and (e)(ii). For guidance, please refer to Section II.B.3.a of Staff Legal Bulletin
No. 19.

 Response: In response to the Staff’s comment, counsel has removed the assumptions
set forth in paragraphs (a), (b), (c), (d) and (e)(ii) of its legal opinion and refiled it as exhibit 5.1 to the Registration Statement.

We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions related to this letter, please contact
Christian Nagler at (212) 446-4660 of Kirkland & Ellis LLP.

Sincerely,

 /s/ Lyndon Lea

Lyndon Lea

President and Chief Executive Officer

 Via E-mail:

cc:
 Christian O. Nagler

Kirkland & Ellis LLP

United States securities and exchange commission logo
October 5, 2021
Lyndon Lea
President and Chief Executive Officer
Leo Holdings III Corp.
Albany Financial Center, South Ocean Blvd, Suite #507
P.O. Box SP-63158
New Providence, Nassau, The Bahamas
Re:Leo Holdings III Corp.
Amendment No. 2 to Registration Statement on Form S-4
Filed September 27, 2021
File No. 333-257997
Dear Mr. Lea:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our September 21, 2021 letter.
Amendment No. 2 to Registration Statement on Form S-4
Local Bounti Projected FInancial Information, page 131
1.We note your revised disclosure in response to comment 7.  Where you cross-reference to
the Cautionary Note Regarding Forward Looking Statements, and in that section where
you reference projections, revise to acknowledge the availability of safe harbors in this
form of transaction is unsettled, with no definitive case law, Commission statement, or
language in the legislative history.  Refer to SPACs, IPOs, and Liability Risk Under the
Securities Laws (April 8, 2021), available at: https:www.sec.gov/news/public-
statement/spacs-ipos-liability-risk-under-securities-laws.

 FirstName LastNameLyndon Lea
 Comapany NameLeo Holdings III Corp.
 October 5, 2021 Page 2
 FirstName LastName
Lyndon Lea
Leo Holdings III Corp.
October 5, 2021
Page 2
Warrant Holders Proposal No.1 - The Warrant Amendment Proposal, page 187
2.We note your disclosure that the accounting treatment of the amended and restated
warrant terms is currently under evaluation.  Please update your disclosure to indicate
your conclusions regarding the intended accounting treatment of the amended and restated
warrants and include appropriate risk factor disclosure if there is any material uncertainty.
Material U.S. Federal Income Tax Consequences of the Domestication to Leo Shareholders,
page 195
3.We reissue comment 9.  We note your response and your revised disclosure.  Your
disclosure does not correspond to the guidance in SLB No. 19.  Most significantly, on
page 197, you do not state the degree of likelihood that the Domestication will qualify as a
Section 368(a)(1)(F) reorganization--you state it "is not possible to predict;" however, "it
is intended."  You go on to explain different consequences "[a]ssuming the Domestication
so qualifies."  These qualifications in your disclosure and your opinion assume away the
purpose of the opinion and are not appropriate.  Where your disclosure makes
representations as to your intended material tax consequences, you must provide a tax
opinion that supports that disclosure.  See Item 601(b)(8) of Regulation S-K.  If the tax
consequence you describe is not sufficiently predictable that you can provide at least a
"more likely than not" tax opinion, then it appears the disclosure should be revised
accordingly.
Exhibit 5.1 - Legal Opinion, page II-2
4.The Exhibit 5.1 opinion should not assume conclusions of law that are necessary for the
ultimate opinion.  Please file a revised Exhibit 5.1 opinion that does not include the
assumptions set forth in paragraphs (a), (b), (c), (d) and (e)(ii).  For guidance, please refer
to Section II.B.3.a of Staff Legal Bulletin No. 19.
            You may contact Christine Torney at (202) 551-3652 or Kevin Kuhar at (202) 551-3663
if you have questions regarding the financial statements and related matters.  Please contact
Abby Adams at (202) 551-6902 or Tim Buchmiller at (202) 551-3635 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Christian O. Nagler

CORRESP
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CORRESP

 Leo Holdings III Corp.

Albany Financial Center, South Ocean Blvd, Suite #507

P.O. Box SP-63158

New Providence, Nassau, The Bahamas

September 24, 2021

 VIA EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Life Sciences

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Christine Torney, Abby Adams

 Re:

 Leo Holdings III Corp.

 Amendment No. 1 to Registration Statement on Form
S-4

 Filed September 3, 2021

 File No. 333-257997

 Ladies and Gentlemen:

This letter sets forth responses of Leo Holdings III Corp. (the “Company”) to the comments of the staff of the Division of
Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) set forth in your letter dated September 21, 2021, with respect to the above referenced Amendment No. 1 to Registration
Statement on Form S-4 (as amended, the “Registration Statement”).

 The text of the
Staff’s comments have been included in this letter for your convenience, and the Company’s responses to the comments have been provided immediately thereafter.

In addition, the Company has revised the Registration Statement in response to the Staff’s comments and the Company is concurrently with
this letter publicly filing Amendment No. 2 to the Registration Statement, which reflects these revisions. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.

Amendment No. 1 to Registration Statement on Form S-4

Cover Page

1.
 Staff’s comment: We reissue comment 1. Your revisions lengthened the cover page
and did not clarify the presentation in paragraph four of the consideration to be received.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on the cover page accordingly.

 The Director Election Proposal, page 7

2.
 Staff’s comment: We reissue comment 4. We note the disclosure on
page 7 does state that “Prior to the closing of a Business Combination (as defined in the Articles of Association), only the holders of Class B ordinary shares are entitled to vote on the Director Election Proposal.” Highlight here
and in the other introductory sections of the prospectus that this vote, in fact, does take place before the business combination, such that only the Class B shareholders are entitled to vote, and, as you stated in your response, they have
already agreed to vote in favor of the nominated directors.

 Response: The Company acknowledges the Staff’s comment and
has revised the disclosure in the notice of extraordinary general meeting and on page vii, xxii, xxiii, 7, 16, 20, 72, 97, 101, 139 and 181 to clarify that (i) the Director Election Proposal is part of the various proposals Leo’s
shareholders are being asked to consider a vote upon as part of the extraordinary general meeting, (ii) under the Existing Governing Documents, only the holders of Class B ordinary shares are entitled to vote on the Director Election
Proposal, and (iii) pursuant to the Sponsor Agreement, the initial holders have agreed to vote their Class B ordinary shares in favor of the Director Election Proposal.

Interests of Leo Directors and Executive Officers in the Business Combination, page 18

3.
 Staff’s comment: We reissue comment 5 to the extent you have not quantified all the
information in this section. For example, quantify the out-of-pocket expenses for which they await reimbursement, unpaid fees due, loans and any accrued interest. Revise
the introduction to clarify that you have disclosed all financial interests.

 Response: The Company
acknowledges the Staff’s comment and has revised the disclosure on page 19, 20, 66, 67, 137 and 138 accordingly to quantify all the information in this section and clarify that, except as otherwise disclosed, the Company does not believe that
there are any material Leo securities held by the Sponsor, Leo’s officers and directors, loans extended by (or fees due to) the Sponsor, Leo’s officers and directors, or
out-of-pocket expenses for which the Sponsor, Leo’s officers and directors are awaiting reimbursement from Leo.

Background to the Business Combination, page 116

4.
 Staff’s comment: We reissue comment 6. Provide the background of your discussions with
other potential targets, including when in the process you identified targets, contacted them, entered into non-disclosure agreements, conducted due diligence and discussions, to the extent applicable, and you
or the other party determined not to go forward with a transaction.

 Response: The Company
acknowledges the Staff’s comment and has expanded the disclosure about discussions with other potential targets beginning on page 117 accordingly.

5.
 Staff’s comment: We reissue comment 7 to the extent you do not summarize the initial
terms exchanged between the parties on or before March 16, 2021.

 Response: The Company
acknowledges the Staff’s comment and respectfully informs the Staff that no terms were exchanged prior to March 16, 2021. The Company has revised the disclosure on page 118 to clarify that the March 16, 2021 proposal of Leo was the
first such proposal.

6.
 Staff’s comment: We reissue comment 10 to the extent you did not quantify the impact.

 Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 125 to
quantify the approximate value of the shares issuable upon conversion of the Convertible Notes after calculating the number of Class A Ordinary Shares issuable as merger consideration to Local Bounti stockholders.

Local Bounti Projected Financial Information, page 131

7.
 Staff’s comment: We note your response to comment 13. Regarding the disclosure on page
133, please clarify how the financial projections were revised to reflect material updates to Local Bounty’s business during the course of negotiations and yet the final version provided on May 11, 2021 did not materially differ from those
provided in March 2021.

 Response: The Company acknowledges the Staff’s comment and has revised
the disclosure on page 134 accordingly.

 Summary of Leo Financial Analysis, page 133

8.
 Staff’s comment: We reissue comments 15 and 16. You have disclosed the data and
explained that the Board determined that it reflected favorably on the transaction. Revise to clarify what aspects of the data the Board applied to reach its conclusion or how the board used the data to reach its conclusion.

 Response: The Company acknowledges the Staff’s comment and has further revised the disclosure on
page 136 and 137 to provide more detail regarding the Leo Board’s analysis of the Local Bounti financial projections.

 Material U.S. Federal
Income Tax Consequences of the Domestication to Leo Shareholders, page 193

9.
 Staff’s comment: We reissue comment 17 to the extent that you have not provided a
tax opinion with respect to all the material tax consequences, including the PFIC status and effects of Section 367 on holders in connection with the transaction. Refer to Section III.C.4 of Staff Legal Bulletin
No. 19 for guidance on explaining why you cannot give a “will” opinion and instead explaining what the tax consequences “should” be or are “more likely than not” to be, and describing the degree of
uncertainty in your opinion. In particular, note footnote 44 with respect to PFIC status. Revise your opinion on page 196 and elsewhere, as applicable, to state the consequences as “should” or “will” rather than “should
generally.”

 Response: The Company acknowledges the Staff’s comment and has revised the
disclosure on pages xvi, 195 through 198 and 204 through 208 accordingly.

 In accordance with Section III.C.1 of Staff Legal Bulletin
No. 19, the disclosure has been amended to state clearly that Kirkland & Ellis LLP is unable to opine on PFIC status and the effects of Section 367(b) because of the inherently factual nature of the tests under the applicable
Treasury Regulations to determine the applicability of Section 367(b) to any particular U.S. Holder, the uncertainty regarding the application of certain provisions of the PFIC rules, and the inherently factual nature of the PFIC determination
(and because such determination is annual based on income and assets of the Company in each year).

 In accordance with Section III.C.1 of
Staff Legal Bulletin No. 19 and footnote 44 therein, the disclosure discusses the potential consequences of Section 367(b), the PFIC rules, and the potential status of Leo as a PFIC and its tax consequences to investors (see sections
titled “Effects of Section 367 to U.S. Holders of Leo Pubic Shares” beginning on page 199 and “PFIC Considerations” beginning on page 196).

10.
 Staff’s comment: On page 194, you continue to state that “this summary is for
general information purposes only,” is not “legal or tax advice” and that security holders should “consult their tax advisors regarding the specific tax consequences” of various aspects of the transactions. Security holders
are entitled to rely on your disclosure. Revise to eliminate these inappropriate disclaimers and clarify that you have disclose the material tax consequences. You may recommend that security holders consult their own advisors with respect to the
particular tax consequences of the transactions, which may vary. For guidance, refer to Section III.D. of Staff Legal Bulletin No. 19.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages xvi, 24, 85, 86, 195 through
198, 201 through 205 and 208 through 211 accordingly.

 In accordance with Section III.D.1 of Staff Legal Bulletin No. 19, the
disclosure has been clarified so that the recommendation that holders consult their tax advisors is with respect to the particular tax consequences in light of such holder’s particular circumstances. Additionally, in accordance with Section
III.D.1 of Staff Legal Bulletin No. 19, such recommendation does not disclaim reliance for tax matters on which Kirkland & Ellis LLP has opined.

We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions related to this letter, please contact
Christian Nagler at (212) 446-4660 of Kirkland & Ellis LLP.

 Sincerely,

 /s/ Lyndon Lea

 Lyndon Lea

 President and Chief Executive Officer

 Via E-mail:

cc:    Christian O. Nagler

         Kirkland & Ellis LLP

United States securities and exchange commission logo
September 21, 2021
Lyndon Lea
President and Chief Executive Officer
Leo Holdings III Corp.
Albany Financial Center, South Ocean Blvd, Suite #507
P.O. Box SP-63158
New Providence, Nassau, The Bahamas
Re:Leo Holdings III Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed September 3, 2021
File No. 333-257997
Dear Mr. Lea:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 23, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-4
Cover Page
1.We reissue comment 1.  Your revisions lengthened the cover page and did not clarify the
presentation in paragraph four of the consideration to be received.
The Director Election Proposal, page 7
2.We reissue comment 4.  We note the disclosure on page 7 does state that "Prior to the
closing of a Business Combination (as defined in the Articles of Association), only the
holders of Class B ordinary shares are entitled to vote on the Director Election Proposal."
Highlight here and in the other introductory sections of the prospectus that this vote, in

 FirstName LastNameLyndon Lea
 Comapany NameLeo Holdings III Corp.
 September 21, 2021 Page 2
 FirstName LastNameLyndon Lea
Leo Holdings III Corp.
September 21, 2021
Page 2
fact, does take place before the business combination, such that only the Class B
shareholders are entitled to vote, and, as you stated in your response, they have already
agreed to vote in favor of the nominated directors.
Interests of Leo Directors and Executive Officers in the Business Combination, page 18
3.We reissue comment 5 to the extent you have not quantified all the information in this
section.  For example, quantify the out-of-pocket expenses for which they await
reimbursement, unpaid fees due, loans and any accrued interest.  Revise the introduction
to clarify that you have disclosed all financial interests.
Background to the Business Combination, page 116
4.We reissue comment 6.  Provide the background of your discussions with other potential
targets, including when in the process you identified targets, contacted them, entered into
non-disclosure agreements, conducted due diligence and discussions, to the extent
applicable, and you or the other party determined not to go forward with a transaction.
5.We reissue comment 7 to the extent you do not summarize the initial terms exchanged
between the parties on or before March 16, 2021.
6.We reissue comment 10 to the extent you did not quantify the impact.
Local Bounty Projected Financial Information, page 131
7.We note your response to comment 13.  Regarding the disclosure on page 133, please
clarify how the financial projections were revised to reflect material updates to Local
Bounty's business during the course of negotiations and yet the final version provided on
May 11, 2021 did not materially differ from those provided in March 2021.
Summary of Leo Financial Analysis, page 133
8.We reissue comments 15 and 16.  You have disclosed the data and explained that the
Board determined that it reflected favorably on the transaction.  Revise to clarify what
aspects of the data the Board applied to reach its conclusion or how the board used the
data to reach its conclusion.
Material U.S. Federal Income Tax Consequences of the Domestication to Leo Shareholders,
page 193
9.We reissue comment 17 to the extent that you have not provided a tax opinion with
respect to all the material tax consequences, including the PFIC status and effects of
Section 367 on holders in connection with the transaction.  Refer to Section III.C.4 of
Staff Legal Bulletin No. 19 for guidance on explaining why you cannot give a "will"
opinion and instead explaining what the tax consequences "should" be or are "more likely
than not" to be, and describing the degree of uncertainty in your opinion.  In particular,
note footnote 44 with respect to PFIC status.  Revise your opinion on page 196 and

 FirstName LastNameLyndon Lea
 Comapany NameLeo Holdings III Corp.
 September 21, 2021 Page 3
 FirstName LastName
Lyndon Lea
Leo Holdings III Corp.
September 21, 2021
Page 3
elsewhere, as applicable, to state the consequences as "should" or "will" rather than
"should generally."
10.On page 194, you continue to state that "this summary is for general information purposes
only," is not "legal or tax advice"  and that security holders should “consult their tax
advisors regarding the specific tax consequences” of various aspects of the transactions.
Security holders are entitled to rely on your disclosure.  Revise to eliminate these
inappropriate disclaimers and clarify that you have disclose the material tax
consequences.  You may recommend that security holders consult their own advisors with
respect to the particular tax consequences of the transactions, which may vary.  For
guidance, refer to Section III.D. of Staff Legal Bulletin No. 19.
            You may contact Christine Torney at (202) 551-3652 or Kevin Kuhar at (202) 551-3662
if you have questions regarding the financial statements and related matters.  Please contact
Abby Adams at (202) 551-6902 or Celeste Murphy at (202) 551-3257 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Christian O. Nagler

CORRESP
1
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CORRESP

 Leo Holdings III Corp.

Albany Financial Center, South Ocean Blvd, Suite #507

P.O. Box SP-63158

New Providence, Nassau, The Bahamas

September 3, 2021

 VIA EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Life Sciences

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Christine Torney, Abby Adams

Re:
 Leo Holdings III Corp.

 Registration Statement on Form S-4

 Filed July 19, 2021

 File No. 333-257997

Ladies and Gentlemen:

 This letter sets forth
responses of Leo Holdings III Corp. (the “Company”) to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) set forth in your
letter dated August 23, 2021, with respect to the above referenced Registration Statement on Form S-4 (the “Registration Statement”).

The text of the Staff’s comments have been included in this letter for your convenience, and the Company’s responses to the comments
have been provided immediately thereafter.

 In addition, the Company has revised the Registration Statement in response to the
Staff’s comments and the Company is concurrently with this letter publicly filing an amendment to the Registration Statement, which reflects these revisions. Unless otherwise indicated, capitalized terms used herein have the meanings assigned
to them in the Registration Statement.

 Registration Statement on Form S-4

Cover Page

1.
 Staff’s comment: With reference to Regulation
S-K, Item 501(b) please revise the coverpage to simplify the presentation, particularly as it relates to the fourth paragraph.

Response: The Company acknowledges the Staff’s comment and has revised the cover page disclosure accordingly.

Market and Industry Data, page i

2.
 Staff’s comment: your statements regarding information in the document provided by
third-party sources, or based on information from third-party sources inappropriately implies you are not responsible for the disclosure in the prospectus. Revise to clarify you are responsible for all disclosure in the prospectus.

 Response: The Company acknowledges the Staff’s comment and has revised
the disclosure on page i accordingly.

 Summary of the Joint Proxy Statement/Prospectus

The NYSE Proposal, page 6

3.
 Staff’s comment: Please unbundle Proposal No. 8, addressed more specifically
beginning on page 152, so that shareholders may vote separately whether to increase the authorized number of shares for the proposed Business Combination and for the PIPE financing. Refer to Exchange Act Rule
14a-3. For additional guidance, see the Compliance and Disclosure Interpretations under Rule 14a-4(a)(3) generally and regarding unbundling in the M&A context.

 Response: The Company acknowledges the Staff’s comment and advises the Staff that the Company has
reviewed Exchange Act Rule 14a-3 and the Compliance and Disclosure Interpretations under Rule 14a-4(a)(3) and does not believe the Company is required to unbundle Proposal No. 8.

Rule 14a-4(a)(3) requires that the form of proxy “identify clearly and impartially each separate matter intended to be acted upon.”
The purpose of the unbundling rule of Rule 14a-4(a)(3), as expressed in Exchange Act Release No. 31326 (October 16, 1992), is to permit stockholders to communicate their views on each of the matters put to a vote, and to not be compelled to
approve parts of packaged matters they might not approve if presented independently.

 The Company respectfully notes that it does not
believe that the NYSE Proposal, which authorizes the issuance of shares of New Local Bounti Common Stock and securities convertible into or exchangeable for New Local Bounti Common Stock in connection with the Business Combination and the PIPE
Financing represents “separate matters” required to be presented in separate proposals. The NYSE Proposal comprises a unitary matter directly related to the Company’s compliance with the applicable provisions of NYSE Listing Rule
312.03.

 The Company respectfully advises the Staff that the section entitled “Governing Documents Proposals” in the
Registration Statement already contains an unbundled proposal (i.e., “Proposal No. 4—Governing Documents Proposal A”) with respect to changes to the Company’s authorized capital stock following the Business Combination.

For these reasons, the Company believes that the NYSE Proposal should not be considered separately and the Company respectfully submits that
shareholders should instead consider the NYSE Proposal as currently drafted.

 The Director Election Proposal, page 6

4.
 Staff’s comment: With reference to your disclosure on page 175, please revise to clarify
whether the Class A holders are voting on the Director Election Proposal. If a vote in favor of the directors is assured by virtue of the Sponsor Agreement, please revise to clarify this point.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 180 to clarify that,
under the terms of the Articles of Association, only the holders of the Class B ordinary shares are entitled to vote on the election of directors prior to the consummation of an initial business combination. Additionally, the Company has added a
statement addressing that, pursuant to the Sponsor Agreement, holders of the Class B ordinary shares have agreed to vote in favor of the Director Election Proposal.

Interests of Leo Directors and Executive Officers in the Business Combination, page 16

5.
 Staff’s comment: Please revise this section and the risk factor on page 63 to quantify
the aggregate dollar amount and describe the nature of what the sponsor and its affiliates have at risk that depends on completion of a business combination. Include the current value of securities held, loans extended, fees due, and out-of-pocket expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide similar disclosure for the company’s officers and directors, if
material.

 Response: The Company acknowledges the Staff’s comment and has revised the disclosure
on page 19 and the risk factor on page 66 accordingly.

 Background to the Business Combination, page 113

6.
 Staff’s comment: Revise the background to disclose on what dates “Leo’s
management team evaluated over 20 potential business combination targets, and entered into non-disclosure agreements with approximately 10 potential business combination targets (other than Local Bounti)”
disclosed on page 114. Disclose the industries of those potential targets. Disclose the reasons the other potential business combinations did not move forward and the timing the discussions ended.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 117 accordingly.

7.
 Staff’s comment: With respect to the March 4, 2021 entry, please revise to explain
the contents of the “valuation reference materials” and disclose the terms of the form term sheet. Revise the background discussion to disclose how the material terms of the potential transaction changed over time and why. Disclose the
material terms of the letter of intent and term sheet approved by the Leo Board on March 22, 2021.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 117 and 118 accordingly.

8.
 Staff’s comment: With regard to the May 10 entry, please revise to explain the
revision to the transaction valuation.

 Response: The Company acknowledges the Staff’s comment
and has revised the disclosure on page 123 accordingly.

9.
 Staff’s comment: Revise to summarize the material provisions of the report provided to
the Board by PwC on May 20, 2021.

 Response: The Company acknowledges the Staff’s comment
and has revised the disclosure on page 123 accordingly.

10.
 Staff’s comment: With regard to the June 13 entry, please revise to disclose the
dollar and/or share impact of the decision to exclude shares issued in connection with conversion of Local Bounti’s convertible notes from Local Bounti’s fully diluted share count. Clarify whether this decision provided added financial
benefit to the Leo or the Local Bounti holders.

 Response: The Company acknowledges the Staff’s
comment and has revised the disclosure on page 125 accordingly.

 Leo Board of Directors’ Reasons for the Business Combination, page 122

11.
 Staff’s comment: Revise to clarify what consideration Leo’s Board gave to the
projections provided by Local Bounti, including what consideration the Board gave to the reasonableness of Local Bounti’s projections, which address a five-year period and grow from a near-term projected revenue of $1 million based on one
facility, to 2025 projected revenue of $462 million based on 8 facilities.

 Response: The Company
acknowledges the Staff’s comment and has revised the disclosure on page 129 and 130 accordingly.

 Certain Local Bounti Projected Financial
Information, page 126

12.
 Staff’s comment: Revise the heading, introductory paragraph, and associated disclosure to
clarify that you have disclosed all material projections Local Bounti provided to Leo, not merely “certain” or the “key elements” of those projections.”

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 131 accordingly.

13.
 Staff’s comment: You state in the disclaimers on page
126-27 that Local Bounti prepared these projections “in the first quarter of 2021” and also that the projections “assume the consummation of the Business Combination.” Revise to disclose
the date these projections were prepared and the date they were provided to Leo. We note the disclosure on paragraph 129 that these are the “updated and final version of the financial projection model reviewed by LEO and assume the consummation
of the Business Combination.” Revise to also disclose where any prior projections provided to Leo differed in any material respects from these figures. If so, provide the provide the prior projections, explain the material differences and why
they changed. We note the disclosure on page 114 that Local Bounti provided projections beginning on March 2, 2021.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 131, 132, and 133
accordingly.

14.
 Staff’s comment: We note that the disclosure at the bottom of page 128 addresses Local
Bounti’s beliefs concerning the assumptions used to generate the projections. Please revise to indicate whether Leo agreed with each of the stated assumptions.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 133 accordingly.

Summary of Leo Financial Analysis, page 129

15.
 Staff’s comment: Revise to clarify what valuations or conclusions were determined from
the analyses summarized here. In this regard, please disclose what valuation(s) Leo derived from the comparable companies and how the Local Bounti valuation compares to such valuations. Please also tell us whether the Leo Board considered a
discounted cash flow analysis.

 Response: The Company acknowledges the Staff’s comment and has
revised the disclosure on page 135 and 136 accordingly.

16.
 Staff’s comment: On page 124, you state that the board considered the “valuations
and trading of publicly traded companies and valuations of precedent merger and acquisition targets in similar and adjacent sectors.” Revise this section to address those analyses.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 128 accordingly to include a
cross-reference to the “Summary of Leo Financial Analysis” section.

 US Holders, page 188

17.
 Staff’s comment: Please revise to include a tax opinion covering the material tax
consequences of the domestication and redemption. Please revise so that the disclosure/opinion concerning the tax consequences are not “subject to the PFIC rules”. With regard to the PFIC rules, the opinion should address the
company’s status, and indicate, if applicable, if the status is uncertain. For guidance concerning assumptions and opinions subject to uncertainty, please refer to Staff Legal Bulletin No. 19. Revise the Q&A and Summary sections
accordingly.

 Response: The Company acknowledges the Staff’s comment and has filed a tax opinion
as exhibit 8.1 to the Registration Statement covering the material tax consequences of the domestication. The Company has also revised the disclose on pages xv, 23, 84, 85, 195 through 197 and 199 with regard to the PFIC rules.

Section III.A.2 of Staff Legal Bulletin No. 19 provides that a tax consequence is “material” if there is a substantial likelihood
that a reasonable investor would consider the information to be important in deciding to make an investment decision.

 In accordance with
Section III of Staff Legal Bulletin No. 19, the Company has not provided an opinion that covers the effects of exercising redemption rights because the disclosure provides that the redemption is expected to be a taxable transaction and therefore, a
reasonable investor in the Company’s ordinary shares would not consider this information important in considering its consent to the proxy.

In accordance with Section III of Staff Bulletin No. 19, Kirkland & Ellis LLP is unable to opine on the effects of Section 367(b), the
Company’s status as a PFIC and the application of Section 1291(f) due to the inherently factual nature of the analysis or the uncertainty in the application of the law.

 Introduction, page 202

18.
 Staff’s comment: We note that the total consideration payable to Local Bounti
stockholders, and the implied enterprise value of Local Bounti is $650 million. We also note the following disclosure from the prospectus page, “ .. all convertible debt of Local Bounti will be fully converted into Local Bounti common
stock as of immediately prior to the Closing and become eligible to receive New Local Bounti Common Stock (which amount, for the avoidance of doubt, is excluded from the implied equity value) based on the number of shares of Local Bounti common
stock issuable upon conversion of such convertible debt.” Please revise the filing to more clearly explain the following:

•

 Why the convertible debt is excluded from the implied enterprise value of Local Bounti.

•

 What is meant by the statement in the above excerpt, “(which amount, for the avoidance of doubt, is
excluded from the implied equity value)”.

 Response: The Company acknowledges the Staff’s
comment and has revised the disclosure in introduction and on pages 3, 4, and 209 accordingly.

 In addition, the Company respectfully
submits that the convertible debt is excluded from the implied enterprise value because the Company and Local Bounti reached a commercial agreement that the dilution resulting from the conversion of the convertible debt would be borne by both the
shareholders of the Company and the stockholders of Local Bounti in connection with the transaction.

 Pursuant to the Merger Agreement,
the Per Share Merger Consideration (as defined in the Merger Agreement) payable to Local Bounti’s stockholders is calculated by dividing the Stock Consideration (as defined in the Merger Agreement) by the Company Fully Diluted Shares (as
defined in the Merger Agreement). The definition of Company Fully Diluted Shares specifically does not include the shares of Local Bounti common stock issuable upon conversion of the convertible notes, but takes into account all other outstanding
securities of Local Bounti. The definition of Stock Consideration is calculated by dividing (a) the sum of (i) $650 million, plus (ii) the exercise price of certain warrants, minus (iii) the amount of up to
$37.5 million payable to Local Bounti stockholders as cash consideration in accordance with the Merger Agreement, minus (iv) the transaction bonus pool amount of $4 million, and minus (v) the repayment of certain
indebtedness (but specifically not including

United States securities and exchange commission logo
August 23, 2021
Lyndon Lea
President and Chief Executive Officer
Leo Holdings III Corp.
Albany Financial Center, South Ocean Blvd, Suite #507
P.O. Box SP-63158
New Providence, Nassau, The Bahamas
Re:Leo Holdings III Corp.
Registration Statement on Form S-4
Filed July 19, 2021
File No. 333-257997
Dear Mr. Lea:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
Cover page
1.With reference to Regulation S-K, Item 501(b), please revise the coverpage to simplify the
presentation, particularly as it relates to the fourth paragraph.
Market and Industry Data, page i
2.Your statements regarding information in the document provided by third-party sources,
or based on information from third-party sources inappropriately implies you are not
responsible for the disclosure in the prospectus.  Revise to clarify you are responsible for
all disclosure in the prospectus.

 FirstName LastNameLyndon Lea
 Comapany NameLeo Holdings III Corp.
 August 23, 2021 Page 2
 FirstName LastNameLyndon Lea
Leo Holdings III Corp.
August 23, 2021
Page 2
Summary of the Joint Proxy Statement/Prospectus
The NYSE Proposal, page 6
3.Please unbundle Proposal No. 8, addressed more specifically beginning on page 152, so
that shareholders may vote separately whether to increase the authorized number of shares
for the proposed Business Combination and for the PIPE financing.  Refer to Exchange
Act Rule 14a-3.  For additional guidance, see the Compliance and Disclosure
Interpretations under Rule 14a-4(a)(3) generally and regarding unbundling in the M&A
context.
The Director Election Proposal, page 6
4.With reference to your disclosure on page 175, please revise to clarify whether the Class
A holders are voting on the Director Election Proposal.  If a vote in favor of the directors
is assured by virtue of the Sponsor Agreement, please revise to clarify this point.
Interests of Leo Directors and Executive Officers in the Business Combination, page 16
5.Please revise this section and the risk factor on page 63 to quantify the aggregate dollar
amount and describe the nature of what the sponsor and its affiliates have at risk that
depends on completion of a business combination.  Include the current value of securities
held, loans extended, fees due, and out-of-pocket expenses for which the sponsor and its
affiliates are awaiting reimbursement.  Provide similar disclosure for the company’s
officers and directors, if material.
Background to the Business Combination, page 113
6.Revise the background to disclose on what dates “Leo’s management team evaluated over
20 potential business combination targets, and entered into non-disclosure agreements
with approximately 10 potential business combination targets (other than Local Bounti)”
disclosed on page 114.  Disclose the industries of those potential targets.  Disclose the
reasons the other potential business combinations did not move forward and the timing the
discussions ended.
7.With respect to the March 4, 2021 entry, please revise to explain the contents of the
"valuation reference materials" and disclose the terms of the form term sheet. Revise the
background discussion to disclose how the material terms of the potential transaction
changed over time and why.  Disclose the material terms of the letter of intent and term
sheet approved by the Leo Board on March 22, 2021.
8.With regard to the May 10 entry, please revise to explain the revision to the transaction
valuation.

9.Revise to summarize the material provisions of the report provided to the Board by PwC
on May 20, 2021.

 FirstName LastNameLyndon Lea
 Comapany NameLeo Holdings III Corp.
 August 23, 2021 Page 3
 FirstName LastNameLyndon Lea
Leo Holdings III Corp.
August 23, 2021
Page 3
10.With regard to the June 13 entry, please revise to disclose the dollar and/or share impact
of the decision to exclude shares issued in connection with conversion of Local Bounti’s
convertible notes from Local Bounti’s fully diluted share count.  Clarify whether this
decision provided added financial benefit to the Leo or the Local Bounti holders.
Leo Board of Directors' Reasons for the Business Combination, page 122
11.Revise to clarify what consideration Leo’s Board gave to the projections provided by
Local Bounti, including what consideration the Board gave to the reasonableness of Local
Bounti’s projections, which address a five-year period and grow from a near-term
projected revenue of $1 million based on one facility, to 2025 projected revenue of $462
million based on 8 facilities.
Certain Local Bounti Projected Financial Information, page 126
12.Revise the heading, introductory paragraph, and associated disclosure to clarify that you
have disclosed all material projections Local Bounti provided to Leo, not merely “certain”
or the “key elements” of those projections.”
13.You state in the disclaimers on page 126-27 that Local Bounti prepared these projections
“in the first quarter of 2021” and also that the projections “assume the consummation of
the Business Combination.”  Revise to disclose the date these projections were prepared
and the date they were provided to Leo.  We note the disclosure on paragraph 129 that
these are the “updated and final version of the financial projection model reviewed by
LEO and assume the consummation of the Business Combination.”  Revise to also
disclose where any prior projections provided to Leo differed in any material respects
from these figures.  If so, provide the provide the prior projections, explain the material
differences and why they changed.  We note the disclosure on page 114 that Local Bounti
provided projections beginning on March 2, 2021.
14.We note that the disclosure at the bottom of page 128 addresses Local Bounti's beliefs
concerning the assumptions used to generate the projections.  Please revise to indicate
whether Leo agreed with each of the stated assumptions.
Summary of Leo Financial Analysis, page 129
15.Revise to clarify what valuations or conclusions were determined from the analyses
summarized here. In this regard, please disclose what valuation(s) Leo derived from the
comparable companies and how the Local Bounti valuation compares to such valuations.
Please also tell us whether the Leo Board considered a discounted cash flow analysis.
16.On page 124, you state that the board considered the “valuations and trading of publicly
traded companies and valuations of precedent merger and acquisition targets in similar
and adjacent sectors.”  Revise this section to address those analyses.
US Holders, page 188

 FirstName LastNameLyndon Lea
 Comapany NameLeo Holdings III Corp.
 August 23, 2021 Page 4
 FirstName LastNameLyndon Lea
Leo Holdings III Corp.
August 23, 2021
Page 4
17.Please revise to include a tax opinion covering the material tax consequences of the
domestication and redemption.  Please revise so that the disclosure/opinion concerning the
tax consequences are not "subject to the PFIC rules". With regard to the PFIC rules, the
opinion should address the company's status, and indicate, if applicable, if the status is
uncertain.  For guidance concerning assumptions and opinions subject to uncertainty,
please refer to Staff Legal Bulletin No. 19. Revise the Q&A and Summary sections
accordingly.
Introduction, page 202
18.We note that the total consideration payable to Local Bounti stockholders, and the implied
enterprise value of Local Bounti is $650 million. We also note the following disclosure
from the prospectus page, "... all convertible debt of Local Bounti will be fully converted
into Local Bounti common stock as of immediately prior to the Closing and become
eligible to receive New Local Bounti Common Stock (which amount, for the avoidance of
doubt, is excluded from the implied equity value) based on the number of shares of Local
Bounti common stock issuable upon conversion of such convertible debt." Please revise
the filing to more clearly explain the following:

- Why the convertible debt is excluded from the implied enterprise value of Local Bounti.
- What is meant by the statement in the above excerpt, "(which amount, for the avoidance
of doubt, is excluded from the implied equity value)".
Notes to Unaudited Pro Forma Condensed Combined Financial Information
3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information, page 211
19.Please clarify if the earnout payable to Local Bounti equityholders is reflected as a pro
forma adjustment. Describe how you concluded an adjustment was not appropriate or
identify the adjustment and explain how it was calculated and determined.
20.With regards to adjustment J, please explain what debt the “reversal of debt” is related to.
We note that adjustment T is related to interest for the Cargill notes payable and the PPP
loan. If adjustment J is related to the same debt, please add language to adjustment J to
connect it to what is referenced in adjustment T.
21.Please revise to further explain that adjustment V is also subject to certain additional
conditions specified in the Merger Agreement and not just the $100 million minimum
cash requirement.
Local Bounti's Management's Discussion and Anaylsis of Financial Condition and Results of
Operations
Long Term Loans, page 255
22.Consistent with pro forma adjustment T on page 213, please revise the disclosure included
here to state that you expect the long-term loan from Cargill Financial Services
International, Inc. entered into in March 2021, to be paid off upon the closing of the

 FirstName LastNameLyndon Lea
 Comapany NameLeo Holdings III Corp.
 August 23, 2021 Page 5
 FirstName LastName
Lyndon Lea
Leo Holdings III Corp.
August 23, 2021
Page 5
Business Combination.
Beneficial Ownership of Securities, page 280
23.Please identify the natural person or persons who directly or indirectly exercise sole or
shared voting and/or dispositive power with respect to the common stock held by Live
Oak Ventures, LLC.  Refer to Item 403 of Regulation S-K.
Certain Relationships and Related Person Transactions, page 283
24.Revise this section to provide all information required by Item 404(a) of Regulation S-K.
In particular, we note that Item 404(a)(1) requires that you name the related person and
the basis on which they are related, which is often not provided in the Local Bounti
subsection.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Christine Torney at (202) 551-3652 or Kevin Kuhar at (202) 551-3662
if you have questions regarding comments on the financial statements and related
matters.  Please contact Abby Adams at (202) 551-6902 or Joe McCann at (202) 551-6262 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Christian O. Nagler

CORRESP
1
filename1.htm

CORRESP

 Deutsche Bank Securities Inc.

60 Wall Street

 New York, New York 10005

February 25, 2021

 VIA EMAIL &
EDGAR

 Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Electronics and Machinery

 100
F Street, N.E.

 Washington, D.C. 20549

 Attention: David Link

Re:
 Leo Holdings III Corp (the “Company”)

Registration Statement on Form S-1 (Registration No. 333-252294)

Dear Mr. Link:

 In accordance with Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned hereby join the request of the Company that the effectiveness for the above-captioned Registration Statement on Form S-1 (as amended through the date hereof) filed under the Securities Act be accelerated by the Securities and Exchange Commission (the “Commission”) to 4:30 p.m. Eastern Time, on February 25, 2021, or
as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Kirkland & Ellis LLP, request by telephone that such Registration Statement be declared effective.

Pursuant to Rule 460 of the General Rules and Regulations under the Act, please be advised that we expect to distribute approximately 50 copies of the
preliminary prospectus dated February 23, 2021 (the “Preliminary Prospectus”) as of February 25, 2021 to prospective underwriters, dealers, institutional investors and others.

We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating
underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

Very truly yours,

DEUTSCHE BANK SECURITIES INC.

By:

 /s/ Ravi Raghunathan

Name: Ravi Raghunathan

Title:   Managing Director

By:

 /s/ Brandon Sun

Name: Brandon Sun

Title:   Director

 [Signature Page to Acceleration Request Letter]

CORRESP
1
filename1.htm

CORRESP

 Leo Holdings III Corp

Albany Financial Center

South Ocean Blvd

 Suite
#507

 P.O. Box SP-63158

New Providence, Nassau

The Bahamas

February 25, 2021

 VIA EDGAR

 Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

Re:
 Leo Holdings III Corp

Registration Statement on Form S-1

File No. 333-252294

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Leo Holdings III Corp (the “Company”) hereby requests acceleration of the effective date of the above referenced Registration Statement to 4:30 p.m., Eastern Time, on February 25,
2021, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Kirkland & Ellis LLP, request by telephone that such Registration Statement be declared effective.

Please contact Christian O. Nagler, of Kirkland & Ellis LLP, special counsel to the Company, at
(212) 446-4660, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

Sincerely,

 /s/ Lyndon Lea

Lyndon Lea

President and Chief Executive Officer