BGSX.U / Build Acquisition Corp. Units, each consisting of one share of Class A common stock and one-third of - Documents déposés auprès de la SEC, rapport annuel, procuration

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40220 BUILD ACQUISITION CORP. (Exact name of registrant as specified in

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on March 28, 2023, pursuant to the provisions of Rule 12d2-2 (a).

March 2, 2023

EX-99.1 Exhibit 99.1 March 2, 2023 Build Acquisition Corp. Announces Redemption of Public Shares and Subsequent Dissolution AUSTIN, Texas—(BUSINESS WIRE)— Build Acquisition Corp. (the “Company”) today announced that it will redeem all of its outstanding common stock that was included in the units issued in its initial public offering (the “public shares”), effective as of the close of business on

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 2, 2023 Build Acquisition C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 2, 2023 Build Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40220 86-1389419 (State or other jurisdiction of incorporation) (Commission F

BGSX / Build Acquisition Corp. / Sculptor Capital LP - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* (Name of Issuer) BUILD ACQUISITION CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 12008J105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the approp

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

EX-99.1 2 tm235349d8ex1.htm EXHIBIT 1 Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually,

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

EX-99.2 3 tm235349d8ex2.htm EXHIBIT 2 Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually,

BGSX / Build Acquisition Corp. / D. E. SHAW & CO, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 tm235349d8sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 2) Under the Securities Exchange Act of 1934 Build Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 12008J105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check t

JOINT FILING AGREEMENT

EX-99.3 4 tm235349d8ex3.htm EXHIBIT 3 Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of Build Acquisition Corp. dated as of December 31, 2022 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the previsions of Rule 13d-1(k) under

LIMITED POWER OF ATTORNEY

EXHIBIT 99.2 LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Manager or

BGSX / Build Acquisition Corp. / Magnetar Financial LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm234504d25sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Build Acquisition Corp. (Name of Issuer) Common Stock, Class A (Title of Class of Securities) 12008J105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropria

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Redeemable warrants, each whole warrant exercisable for one Class A common stock at an exercise price of $11.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 23, 2022 Build Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40220 86-1389419 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40220 BUILD ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40220 BUILD ACQUISITION CORP

Promissory Note executed by the Registrant in favor of BuildGroup LLC

Exhibit 10.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 23, 2022 Build Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40220 86-1389419 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40220 BUILD ACQUISITION COR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40220 Build Acquisiti

Indemnification Agreement, dated November 30, 2021, between the Company and Christina Fok

Exhibit 10.11 INDEMNITY AGREEMENT November 30, 2021 THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of November 30, 2021, by and between Build Acquisition Corp., a Delaware corporation (the ?Company?), and Christina Fok (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unles

Description of Securities.

EX-4.5 2 bgsx-ex4510.htm EX-4.5 Exhibit 4.5 DESCRIPTION OF SECURITIES OF BUILD ACQUISITION CORP. REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2021, Build Acquisition Corp. (the “Company,” “we,” “us” and “our”) had three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Act”): units, consisting o

BGSX / Build Acquisition Corp. / D. E. SHAW & CO, L.P. - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1) Under the Securities Exchange Act of 1934 Build Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 12008J105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the following box to designate the rule pu

JOINT FILING AGREEMENT

Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A common stock, par value $0.

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E.

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E.

BGSX / Build Acquisition Corp. / Napier A Lanham - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Build Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 12008J 105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G, dated February 9, 2022, with respect to the Class A Common Stock of Build Acquisition Corp.

BGSX / Build Acquisition Corp. / Magnetar Financial LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Build Acquisition Corp. (Name of Issuer) Common Stock – Class A (Title of Class of Securities) 12008J105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w

BGSX / Build Acquisition Corp. / D. E. SHAW & CO, L.P. - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Build Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 12008J105 (CUSIP Number) December 16, 2021 (Date of Event Which Requires Filing of this Statement) Check the following box to designate the rule pursuant to which th

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E.

JOINT FILING AGREEMENT

Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A common stock, par value $0.

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E.

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 15, 2021 Build Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40220 86-1389419 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40220 BUILD ACQUISITION

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 27, 2021 Build Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40220 86-1389419 (State or other jurisdiction of incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40220 BUILD ACQUISITION CORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2021 ☐ Trans

SEC File Number 001-40220 CUSIP Number 12008J 105 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40220 BUILD ACQUISITION COR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2021 ☐ Tran

NT 10-Q 1 d171000dnt10q.htm NT 10-Q SEC File Number 001-40220 CUSIP Number 12008J 105 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Tr

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 7, 2021 Build Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40220 86-1389419 (State or other jurisdiction of incorporation) (Commission Fil

Build Acquisition Corp. Announces the Separate Trading of Its Class A Common Stock and Warrants, Commencing on May 7, 2021

EX-99.1 2 d927740dex991.htm EX-99.1 Exhibit 99.1 Build Acquisition Corp. Announces the Separate Trading of Its Class A Common Stock and Warrants, Commencing on May 7, 2021 AUSTIN, Texas—(BUSINESS WIRE)— Build Acquisition Corp. (the “Company”) announced today that holders of the units sold in the Company’s initial public offering of 20,000,000 units completed on March 19, 2021 (the “offering”) may

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 19, 2021 Build Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40220 86-1389419 (State or other jurisdiction of incorporation) (Commission

BUILD ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Page Audited Financial Statement of Build Acquisition Corp.: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of March 19, 2021 F-3 Notes to Financial Statement F-4

Exhibit 99.1 BUILD ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Page Audited Financial Statement of Build Acquisition Corp.: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of March 19, 2021 F-3 Notes to Financial Statement F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Build Acquisition Corp. Opinion on the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* (Name of Issuer) BUILD ACQUISITION CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 per sha

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* (Name of Issuer) BUILD ACQUISITION CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 12008J204** (CUSIP Number) March 17, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropri

Sponsor Warrants Purchase Agreement, dated March 16, 2021, between the Company and the Sponsor.

Exhibit 10.5 SPONSOR WARRANTS PURCHASE AGREEMENT March 16, 2021 THIS SPONSOR WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of March 16, 2021, is entered into by and between Build Acquisition Corp., a Delaware corporation (the ?Company?), and Build Acquisition Sponsor LLC, a Delaware limited liability co

Build Acquisition Corp. Announces Pricing of $200 Million Initial Public Offering

EX-99.1 16 d149684dex991.htm EX-99.1 Exhibit 99.1 Investor Contact: Build Acquisition Corp. Tanner Cerand [email protected] Media Contact: Red Fan Communications Danielle South [email protected] Build Acquisition Corp. Announces Pricing of $200 Million Initial Public Offering AUSTIN, Texas (March 16, 2021)—Build Acquisition Corp. (the “Company”) announced today the pricing of i

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 16, 2021 Build Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40220 86-1389419 (State or other jurisdiction of incorporation) (Commission

Investment Management Trust Agreement, dated March 16, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee.

EX-10.2 6 d149684dex102.htm EX-10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 16, 2021, by and between Build Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s re

Indemnification Agreement, dated March 16, 2021, between the Company and Owen Van Natta, (incorporated by reference to Exhibit 10.9 to the Company’s current report on Form 8-K filed with the SEC on March 19, 2021).

Exhibit 10.9 INDEMNITY AGREEMENT March 16, 2021 THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of March 16, 2021, by and between Build Acquisition Corp., a Delaware corporation (the ?Company?), and Owen Van Natta (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they

Indemnity Agreement, dated March 16, 2021, between the Company and Tanner Cerand.

Exhibit 10.8 INDEMNITY AGREEMENT March 16, 2021 THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of March 16, 2021, by and between Build Acquisition Corp., a Delaware corporation (the ?Company?), and Tanner Cerand (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they

Administrative Services Agreement, dated March 16, 2021, between the Company and BuildGroup LLC.

Exhibit 10.4 Build Acquisition Corp. 3500 Jefferson, Suite 303 Austin, Texas 78731 March 16, 2021 BuildGroup LLC 3500 Jefferson, Suite 303 Austin, Texas 78731 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Build Acquisition Corp., a Delaware corporation (the ?Company?), and BuildGroup LLC, a Delaware limited liability company (the ?Services Provide

Indemnification Agreement, dated March 16, 2021, between the Company and Zeynep Young, (incorporated by reference to Exhibit 10.7 to the Company’s current report on Form 8-K filed with the SEC on March 19, 2021).

EX-10.7 11 d149684dex107.htm EX-10.7 Exhibit 10.7 INDEMNITY AGREEMENT March 16, 2021 THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March 16, 2021, by and between Build Acquisition Corp., a Delaware corporation (the “Company”), and Zeynep Young (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers

Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K filed with the SEC on March 19, 2021).

EX-3.1 3 d149684dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BUILD ACQUISITION CORP. March 16, 2021 Build Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is Build Acquisition Corp. 2. The original certificate of incorporation of th

Warrant Agreement, dated March 16, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-K filed with the SEC on March 19, 2021).

EX-4.1 4 d149684dex41.htm EX-4.1 Exhibit 4.1 WARRANT AGREEMENT Dated March 16, 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated March 16, 2021, is by and between Build Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”). WHEREAS, it is propo

Build Acquisition Corp. Announces Closing of $200 Million Initial Public Offering

EX-99.2 17 d149684dex992.htm EX-99.2 Exhibit 99.2 Investor Contact: Build Acquisition Corp. Tanner Cerand [email protected] Media Contact: Red Fan Communications Danielle South [email protected] Build Acquisition Corp. Announces Closing of $200 Million Initial Public Offering AUSTIN, Texas (March 19, 2021)— Build Acquisition Corp. (the “Company”) announced today the closing of

Indemnification Agreement, dated March 16, 2021, between the Company and A. Lanham Napier, (incorporated by reference to Exhibit 10.6 to the Company’s current report on Form 8-K filed with the SEC on March 19, 2021).

Exhibit 10.6 INDEMNITY AGREEMENT March 16, 2021 THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of March 16, 2021, by and between Build Acquisition Corp., a Delaware corporation (the ?Company?), and A. Lanham Napier (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless th

Indemnification Agreement, dated March 16, 2021, between the Company and James Weaver, (incorporated by reference to Exhibit 10.11 to the Company’s current report on Form 8-K filed with the SEC on March 19, 2021).

Exhibit 10.11 INDEMNITY AGREEMENT March 16, 2021 THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of March 16, 2021, by and between Build Acquisition Corp., a Delaware corporation (the ?Company?), and James C. Weaver (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless th

Indemnification Agreement, dated March 16, 2021, between the Company and Noam Ohana, (incorporated by reference to Exhibit 10.10 to the Company’s current report on Form 8-K filed with the SEC on March 19, 2021).

Exhibit 10.10 INDEMNITY AGREEMENT March 16, 2021 THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of March 16, 2021, by and between Build Acquisition Corp., a Delaware corporation (the ?Company?), and Noam Ohana (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they ar

Registration Rights Agreement, dated March 16, 2021, among the Company, the Sponsor and certain other security holders named therein.

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT March 16, 2021 THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of March 16, 2021, is made and entered into by and among Build Acquisition Corp., a Delaware corporation (the ?Company?), Build Acquisition Sponsor LLC, a Delaware limited liability company (the ?Sponsor?), and the other parties listed on the signature pages hereto and any pers

Underwriting Agreement, dated March 16, 2021, among the Company, and Cowen and Company, LLC and Allen & Company LLC.

EX-1.1 2 d149684dex11.htm EX-1.1 Exhibit 1.1 BUILD ACQUISITION CORP. 20,000,000 Units Underwriting Agreement March 16, 2021 Cowen and Company, LLC Allen & Company LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o Cowen and Company, LLC 599 Lexington Avenue New York, New York 10022 Ladies and Gentlemen: Build Acquisition Corp., a Delaware corporation (the “Company”)

Letter Agreement, dated March 16, 2021, among the Company, its officers and directors (incorporated by reference to the Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on March 19, 2021).

EX-10.1 5 d149684dex101.htm EX-10.1 Exhibit 10.1 LETTER AGREEMENT Dated March 16, 2021 This letter agreement (this “Letter Agreement”) is entered into by and among Build Acquisition Corp., a Delaware corporation (the “Company”), Build Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and each other undersigned person (each such other undersigned person, an “Insider” an

$200,000,000 Build Acquisition Corp. 20,000,000 Units

424B4 1 d34237d424b4.htm 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration Statement No. 333-253664 PROSPECTUS $200,000,000 Build Acquisition Corp. 20,000,000 Units Build Acquisition Corp. is a newly incorporated blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combina

- 8-A12B

8-A12B 1 d159422d8a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 BUILD ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 86-1389419 (State or other jurisdiction of incorporation or organization) (

Consent of James C. Weaver

Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Build Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Build Acquisit

- S-1/A

Table of Contents As filed with the U.S. Securities and Exchange Commission on March 12, 2021 under the Securities Act of 1933, as amended. Registration No. 333-253664 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Build Acquisition Corp. (Exact name of registrant as specified in its charte

March 12, 2021

March 12, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Matthew Crispino Re: Build Acquisition Corp. Registration Statement on Form S-1 File No. 333-253664 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended (the ?Act?), Cowen and Company, LLC and Allen & Company

Build Acquisition Corp. 3500 Jefferson, Suite 303 Austin, Texas 78731

Build Acquisition Corp. 3500 Jefferson, Suite 303 Austin, Texas 78731 March 12, 2021 VIA EDGAR Matthew Crispino Office of Technology Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: Matthew Crispino Office of Technology Re: Build Acquisition Corp. Registration Statement on Form S-1 Filed February 26, 2021, as amended File No. 333

Form of Code of Ethics and Business Conduct

Exhibit 14 CODE OF ETHICS OF BUILD ACQUISITION CORP. 1. Introduction The Board of Directors (the ?Board?) of Build Acquisition Corp. has adopted this code of ethics (this ?Code?), as amended from time to time by the Board and which is applicable to all of the Company?s directors, officers and employees to: ? promote honest and ethical conduct, including the ethical handling of actual or apparent c

Consent of Owen Van Natta

EX-99.5 24 d34237dex995.htm EX-99.5 Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Build Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the

Form of Nominating and Corporate Governance Committee Charter

EX-99.3 22 d34237dex993.htm EX-99.3 Exhibit 99.3 Nominating and Corporate Governance Committee Charter I. Committee Membership The Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Build Acquisition Corp. (the “Company”) shall consist of two or more members of the Board, each of whom the Board has determined has no material relationship with

Form S-1

S-1 1 d34237ds1.htm S-1 Table of Contents As filed with the U.S. Securities and Exchange Commission on February 26, 2021 under the Securities Act of 1933, as amended. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Build Acquisition Corp. (Exact name of registrant as specified in its char

Form of Underwriting Agreement

EX-1.1 2 d34237dex11.htm EX-1.1 Exhibit 1.1 BUILD ACQUISITION CORP. 20,000,000 Units Underwriting Agreement [●], 2021 Cowen and Company, LLC Allen & Company LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o Cowen and Company, LLC 599 Lexington Avenue New York, New York 10022 Ladies and Gentlemen: Build Acquisition Corp., a Delaware corporation (the “Company”), prop

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant

EX-10.3 12 d34237dex103.htm EX-10.3 Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021, by and between Build Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registr

Form of Registration Rights Agreement between the Registrant and certain security holders

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT [?], 2021 THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2021, is made and entered into by and among Build Acquisition Corp., a Delaware corporation (the ?Company?), Build Acquisition Sponsor LLC, a Delaware limited liability company (the ?Sponsor?), and the other parties listed on the signature pages hereto and any person or enti

Form of Administrative Services Agreement by and between the Registrant and an affiliate of the Registrant

EX-10.8 17 d34237dex108.htm EX-10.8 Exhibit 10.8 Build Acquisition Corp. 3500 Jefferson, Suite 303 Austin, Texas 78731 [•], 2021 BuildGroup LLC 3500 Jefferson, Suite 303 Austin, Texas 78731 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Build Acquisition Corp., a Delaware corporation (the “Company”), and BuildGroup LLC, a Delaware limited liability

Form of Compensation Committee Charter

Exhibit 99.2 Compensation Committee Charter I. Committee Membership The Compensation Committee (the ?Committee?) of the Board of Directors (the ?Board?) of Build Acquisition Corp. (the ?Company?) shall consist of two or more members of the Board, each of whom the Board has determined has no material relationship with the Company and each of whom is otherwise ?independent? under the listing standar

Bylaws of the Company (incorporated by reference to Exhibit 3.3 to the Company’s registration statement on Form S-1 filed with the SEC on March 12, 2021).

EX-3.3 5 d34237dex33.htm EX-3.3 Exhibit 3.3 BYLAWS OF BUILD ACQUISITION CORP. ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of Build Acquisition Corp., a Delaware corporation (the “Corporation”), within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or ind

Specimen Unit Certificate

EX-4.1 6 d34237dex41.htm EX-4.1 Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP BUILD ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-THIRD OF ONE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock, par va

Form of Letter Agreement among the Registrant and its directors and officers and Build Acquisition Sponsor LLC

Exhibit 10.2 LETTER AGREEMENT Dated [?], 2021 This letter agreement (this ?Letter Agreement?) is entered into by and among Build Acquisition Corp., a Delaware corporation (the ?Company?), Build Acquisition Sponsor LLC, a Delaware limited liability company (the ?Sponsor?), and each other undersigned person (each such other undersigned person, an ?Insider? and collectively, the ?Insiders?). Referenc

Form of Amended and Restated Certificate of Incorporation

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BUILD ACQUISITION CORP. [?], 2021 Build Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is Build Acquisition Corp. 2. The original certificate of incorporation of the Corporation was filed with the Secre

Consent of Noam Ohana

EX-99.4 23 d34237dex994.htm EX-99.4 Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Build Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the

Certificate of Incorporation

EX-3.1 3 d34237dex31.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF INCORPORATION OF BUILD ACQUISITION CORP. The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file and record this Certificate of Incorporation, and does hereby certify as follows: FIRST. The name of the corporation is Build Acquisition Corp. (the “Corporation”). SECOND. The address

Specimen Class A Common Stock Certificate

Exhibit 4.2 SPECIMEN CLASS A COMMON STOCK CERTIFICATE NUMBER NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP BUILD ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF BUILD ACQUISITION CORP. (THE ?CORPORATION?) t

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant

WARRANT AGREEMENT Dated [•], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated [•], 2021, is by and between Build Acquisition Corp.

Form of Sponsor Warrants Purchase Agreement between the Registrant and Build Acquisition Sponsor LLC

Exhibit 10.6 SPONSOR WARRANTS PURCHASE AGREEMENT [•], 2021 THIS SPONSOR WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [•], 2021, is entered into by and between Build Acquisition Corp., a Delaware corporation (the “Company”), and Build Acquisition Sponsor LLC, a Delaware limited liability company (the

Securities Subscription Agreement, dated January 5, 2021, between the Registrant and Build Acquisition Sponsor LLC

Exhibit 10.5 BUILD ACQUISITION CORP. 3500 Jefferson, Suite 303 Austin, Texas 78731 Build Acquisition Sponsor LLC 3500 Jefferson, Suite 303 Austin, Texas 78731 January 5, 2021 RE: Securities Subscription Agreement for Founder Shares Ladies and Gentlemen: Build Acquisition Corp., a Delaware corporation (the ?Company?), is pleased to accept the offer Build Acquisition Sponsor LLC, a Delaware limited

Form of Audit Committee Charter

Exhibit 99.1 Audit Committee Charter I. Committee Purpose and Responsibilities The Audit Committee (the ?Committee?) of the Board of Directors (the ?Board?) of Build Acquisition Corp. (the ?Company?) is primarily established for the purpose of overseeing the accounting and financial reporting processes of the Company and audits of the financial statements of the Company, and the internal audit fun

Form of Indemnity Agreement

EX-10.7 16 d34237dex107.htm EX-10.7 Exhibit 10.7 INDEMNITY AGREEMENT [•], 2021 THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between Build Acquisition Corp., a Delaware corporation (the “Company”), and [•] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacit

599 Lexington Avenue New York, NY 10022-6069

599 Lexington Avenue New York, NY 10022-6069 +1.212.848.4000 CONFIDENTIAL CONFIDENTIAL SUBMISSION VIA EDGAR Securities and Exchange Commission Office of Technology Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Matthew Crispino, Amanda Kim, Stephen Krikorian and Larry Spirgel Re: Build Acquisition Corp. Draft Registration Statement on Form S-1 Submitted January 22,

Promissory Note, dated January 5, 2021, issued to Build Acquisition Sponsor LLC

Exhibit 10.1 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO BUILD A

PROMISSORY NOTE

EX-10.1 2 filename2.htm Exhibit 10.1 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE

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DRS 1 filename1.htm Table of Contents As submitted confidentially with the U.S. Securities and Exchange Commission on January 22, 2021. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 F

BUILD ACQUISITION CORP. 3500 Jefferson, Suite 303 Austin, Texas 78731 Build Acquisition Sponsor LLC January 5, 2021

Exhibit 10.5 BUILD ACQUISITION CORP. 3500 Jefferson, Suite 303 Austin, Texas 78731 Build Acquisition Sponsor LLC January 5, 2021 3500 Jefferson, Suite 303 Austin, Texas 78731 RE: Securities Subscription Agreement for Founder Shares Ladies and Gentlemen: Build Acquisition Corp., a Delaware corporation (the ?Company?), is pleased to accept the offer Build Acquisition Sponsor LLC, a Delaware limited