Build Acquisition SC 13G / Napier A Lanham ownership change

Build Acquisition (BGSX) SC 13GBuild Acquisition / Napier A Lanham ownership change

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


CUSIP No. 12008J 105		SCHEDULE 13G		Page 3 of 8 Pages

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

NAMES OF REPORTING PERSONS

A. Lanham Napier

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States