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~~March 232, ~~2022~~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

File Number)

(I.R.S. Employer

Identification No.)

3300 Jefferson Street, Suite 303

Austin, TX

78731

(Address of principal executive offices)

(Zip Code)

(512) 994-2983

(Registrant’s telephone number, including area code)

Not Applicable

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

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

☐

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

☐

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

☐

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

☐

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

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	TradingSymbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant	BGSX.U	New York Stock Exchange
Class A common stock, par value $0.0001 per share	BGSX	New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	BGSX WS	New York Stock Exchange

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

Emerging growth company ☒

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

Item 38.01. ~~Notice~~Other ~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.~~Events

On ~~December~~March 232, ~~2022~~2023, ~~the New York Stock Exchange (the “NYSE”) notified~~ Build Acquisition Corp., ~~a Delaware corporation~~ (the “Company”), ~~and~~or ~~publicly~~“we”) ~~announced,~~issued ~~that~~a ~~the~~press ~~NYSE~~release ~~determined~~announcing tothat ~~commence~~it ~~proceedings~~will toredeem ~~delist~~all ~~the~~of ~~Company’s~~its ~~warrants,~~outstanding ~~each~~ordinary ~~whole~~shares ~~warrant~~that ~~exercisable~~were toincluded ~~purchase~~in ~~one share of~~ the ~~Company’s~~units ~~Class A~~issued ~~common~~in ~~stock,~~its ~~par~~initial ~~value~~public ~~$0.0001~~offering ~~per share~~ (the “~~Class A~~public ~~Common Stock~~shares”), ateffective aas ~~price~~ of ~~$11.50~~the ~~per~~close ~~share,~~of ~~and~~business ~~listed to trade~~ on ~~the~~March 17, ~~NYSE~~2023, ~~under~~as the ~~symbol~~Company ~~“BGSX.WS”~~will ~~(the~~not ~~“Warrants”),~~consummate ~~from~~an ~~the~~initial ~~NYSE~~business ~~and~~combination ~~that~~on ~~trading~~or inprior ~~the~~to ~~Warrants would be suspended immediately~~March 19, ~~due~~2023. toWe ~~“abnormally~~have ~~low”~~attached ~~trading~~hereto ~~price~~as ~~levels~~Exhibit ~~pursuant~~99.1 toa ~~Section 802.01D~~copy of the ~~NYSE~~press ~~Listed Company Manual~~release.

~~Trading~~Forward-Looking inStatements ~~the Company’s Class A Common Stock and units will continue on the NYSE.~~

~~Item~~Certain 9information contained in this press release may be deemed to constitute forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.01 ~~Financial~~These ~~Statements~~forward-looking statements relate to expectations or forecasts for future events, including, without limitation, the redemption of the Company’s public shares and ~~Exhibits~~the Company’s subsequent dissolution and liquidation and its delisting from the New York Stock Exchange and its termination of registration with the Commission. These statements may be preceded by, followed by or include the words “may,” “might,” “will,” “will likely result,” “should,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “continue,” “target” or similar expressions. Such statements are subject to certain risks and uncertainties that could cause our actual results in the future to differ materially from the Company’s historical results and those presently anticipated or projected. The Company wishes to caution investors not to place undue reliance on any such forward-looking statements. Any forward-looking statements speak only as of the date on which such statements are made, and the Company undertakes no obligation to update such statements to reflect events or circumstances arising after such date. The Company assumes no obligation to update forward-looking statements except to the extent required by applicable securities laws. If the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect to those or other forward-looking statements.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed herewith:


Exhibit No.		Description

99.1		Press Release dated March 2, 2023.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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

	Build Acquisition Corp.
Date: December 23, 2022	By:	/s/ Zeynep Young
Date: March 2, 2023	By:	/s/ Zeynep Young
		Name: Zeynep Young
	Name:	Zeynep Young
		Title: Co-Chief Executive Officer
	Title:	Co-Chief Executive Officer

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