bgsx-10q_20220630.htm

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.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

86-1389419

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

3500 Jefferson Street, Suite 303

Austin, TX 78731

(Address of principal executive offices)

(512) 994-2983

(Issuer’s telephone number)

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

Title of each class	Trading Symbol(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

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

Emerging growth company	☒

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of August 15, 2022, there were 20,000,000 shares of Class A common stock, $0.0001 par value, and 5,000,000 shares of Class B common stock, $0.0001 par value, issued and outstanding.

BUILD ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2022

TABLE OF CONTENTS

	Page
PART 1 – FINANCIAL INFORMATION	1
Item 1. Financial Statements
Condensed Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021	1
Condensed Statements of Operations for the three and six months ended June 30, 2022 and 2021 (Unaudited)	2
Condensed Statements of Changes in Stockholders’ Deficit for the three and six months ended June 30, 2022 and 2021 (Unaudited)	3
Condensed Statements of Cash Flows for the six months ended June 30, 2022 and 2021 (Unaudited)	4
Notes to Condensed Financial Statements (Unaudited)	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk	20
Item 4. Controls and Procedures	20
PART II – OTHER INFORMATION	21
Item 1. Legal Proceedings	21
Item 1A. Risk Factors	21
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3. Defaults Upon Senior Securities	22
Item 4. Mine Safety Disclosures	22
Item 5. Other Information	22
Item 6. Exhibits	23
PART III - SIGNATURES	24

PART I - FINANCIAL INFORMATION

BUILD ACQUISITION CORP.

CONDENSED BALANCE SHEETS

	June 30,			December 31,
	2022			2021
ASSETS	(unaudited)
Current Assets
Cash	$	498,337		$	570,333
Prepaid expenses		261,295			403,378
Total Current Assets		759,632			973,711
Marketable securities held in Trust Account		200,305,470			200,015,241
TOTAL ASSETS	$	201,065,102		$	200,988,952
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accrued expenses	$	515,137		$	622,863
Promissory note – related party		296,600			—
Income taxes payable		7,990			—
Total Current Liabilities		819,727			622,863
Warrant liabilities		1,066,667			7,364,183
Deferred underwriting fee payable		7,000,000			7,000,000
Total Liabilities		8,886,394			14,987,046
Commitments and Contingencies
Class A common stock subject to possible redemption, $0.0001 par value; 20,000,000 shares at redemption value of $10.00 per share		200,000,000			200,000,000
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding		—			—
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; no shares issued and outstanding (excluding 20,000,000 shares subject to possible redemption)		—			—
Class B common stock, $0.0001 par value; 50,000,000 shares authorized; 5,000,000 shares issued and outstanding		500			500
Additional paid-in capital		203,500			—
Accumulated deficit		(8,025,292	)		(13,998,594	)
Total Stockholders’ Deficit		(7,821,292	)		(13,998,094	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	201,065,102		$	200,988,952

The accompanying notes are an integral part of the unaudited condensed financial statements.

BUILD ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021

Operating and formation costs	$	255,796		$	225,706		$	606,353		$	302,132
Loss from operations		(255,796	)		(225,706	)		(606,353	)		(302,132	)

Other income (expense):
Interest earned on marketable securities held in Trust Account		270,088			7,204			290,229			8,442
Transaction costs associated with warrant liabilities		(100	)		—			(100	)		(292,920	)
Change in fair value of warrant liabilities		1,804,501			(2,026,666	)		6,297,516			(1,600,000	)
Other income (expense), net		2,074,489			(2,019,462	)		6,587,645			(1,884,478	)

Income (Loss) before provision for income taxes		1,818,693			(2,245,168	)		5,981,292			(2,186,610	)
Provision for income taxes		(7,990	)		—			(7,990	)		—
Net income (loss)	$	1,810,703		$	(2,245,168	)	$	5,973,302		$	(2,186,610	)

Basic and diluted weighted average shares outstanding, Redeemable Class A common stock		20,000,000			20,000,000			20,000,000			11,704,545
Basic and diluted net income (loss) per share, Redeemable Class A common stock	$	0.07		$	(0.09	)	$	0.24		$	(0.13	)
Basic and diluted weighted average shares outstanding, Non-redeemable Class B common stock		5,000,000			5,000,000			5,000,000			5,000,000
Basic and diluted net income (loss) per share, Non-redeemable Class B common stock	$	0.07		$	(0.09	)	$	0.24		$	(0.13	)

The accompanying notes are an integral part of the unaudited condensed financial statements.

BUILD ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(Unaudited)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

	Class A Common Stock				Class B Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance – January 1, 2022		—	$	—		5,000,000	$	500	$	—	$	(13,998,594	)	$	(13,998,094	)
Net income		—		—		—		—		—

SEC Form 10-Q filed by Build Acquisition Corp.