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 designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 12008J 105 | SCHEDULE 13G | Page 2 of 8 Pages |
| 1 |
NAMES OF REPORTING PERSONS
A. Lanham Napier | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 shares | ||||
| 6 | SHARED VOTING POWER
5,000,000 shares | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
5,000,000 shares | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000,000 shares | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.0% | |||||
| 12 | TYPE OF REPORTING PERSON (see Instructions)
IN | |||||
| CUSIP No. 12008J 105 | SCHEDULE 13G | Page 3 of 8 Pages |
| 1 |
NAMES OF REPORTING PERSONS
Build Acquisition Sponsor LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 shares | ||||
| 6 | SHARED VOTING POWER
5,000,000 shares | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
5,000,000 shares | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000,000 shares | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.0% | |||||
| 12 | TYPE OF REPORTING PERSON (see Instructions)
OO | |||||
| Item 1. | |
| (a) | Name of Issuer: |
Build Acquisition Corp.
| (b) | Address of Issuer’s Principal Executive Offices: |
3500 Jefferson, Suite 303, Austin, Texas 78731
| Item 2. | |
| (a) | Name of Person Filing: |
This Statement is filed by each of the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:
| (i) | Build Acquisition Sponsor LLC, a Delaware limited liability company |
| (ii) | Mr. A. Lanham Napier |
| (b) | Address of Principal Business Office or, if none, Residence: |
The address of the principal business office of each of the Reporting Persons is:
c/o Build Acquisition Corp.
3500 Jefferson, Suite 303, Austin, Texas 78731
| (c) | Citizenship: |
Build Acquisition Sponsor LLC – Delaware, United States
A. Lanham Napier – United States
| (d) | Title of Class of Securities: |
Class A Common Stock, $0.0001 par value (“Common Stock”)
| (e) | CUSIP No.: |
12008J 105
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| (a)
|
☐
|
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| ||
| (b)
|
☐
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| ||
| (c)
|
☐
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| ||
| (d)
|
☐
|
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| ||
| (e)
|
☐
|
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
| ||
| (f)
|
☐
|
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
| ||
| (g)
|
☐
|
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
| ||
| (h)
|
☐
|
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| ||
| (i)
|
☐
|
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| ||
| (j)
|
☐
|
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
| ||
| (k)
|
☐
|
Group, in accordance with §240.13d-1(b)(1)(ii)(K).
| ||
| If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____ |
| Item 4. | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: 5,000,000 shares |
| (b) | Percent of class: 20.0% |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 0 shares |
| (ii) | Shared power to vote or to direct the vote: 5,000,000 shares |
| (iii) | Sole power to dispose or to direct the disposition: 0 shares |
| (iv) | Shared power to dispose or to direct the disposition: 5,000,000 shares |
As of November 15, 2021, Build Acquisition Corp. (the “Issuer”) had 20,000,000 shares of Class A common stock, $0.0001 par value (“Class A common stock”), and 5,000,000 shares of Class B common stock, $0.0001 par value, issued and outstanding (“Class B common stock”). Build Acquisition Sponsor LLC owns 5,000,000 shares of Class B common stock which are convertible into shares of Class A common stock, as described under the heading “Description of Securities—Common Stock—Founder Shares” in the Issuer’s prospectus filed on March 18, 2021 (File No. 333-253664) and have no expiration date.
Build Acquisition Sponsor LLC (the “Sponsor”) is the record holder of the shares of Class B common stock. Lanham Napier is a managing member of the Sponsor. As such, Mr. Napier may be deemed to have beneficial ownership of the shares of Class B Common Stock held directly by the Sponsor. Mr. Napier disclaims beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
| Item 5. | Ownership of 5 Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐
| Item 6. | Ownership of More than 5 Percent on Behalf of Another Person |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable.
| Item 9. | Notice of Dissolution of Group |
Not Applicable.
| Item 10. | Certifications |
Not Applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 9, 2022
| By: |
/s/ A. Lanham Napier | |
| A. Lanham Napier | ||
| Build Acquisition Sponsor LLC | ||
| By: |
/s/ A. Lanham Napier | |
| Name: | A. Lanham Napier | |
| Title: | Managing Member | |