Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On June 23, 2022, Build Acquisition Corp., a Delaware corporation (the
"Company"), entered into Promissory Note (the "Note") with BuildGroup LLC
("BuildGroup"). The purposes of the Note are (i) to provide funding to the
Company to pay its expenses and (ii) to facilitate the transactions contemplated
by the Company's registration statement on Form S-1, and the prospectus included
therein, including any merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or other similar business combination by the Company
with one or more businesses (a "Business Combination").
Pursuant to the Note, BuildGroup has agreed to advance to the Company from time
to time, upon request by the Company, a maximum of $1,500,000 in the aggregate.
The Company intends to promptly make an initial drawdown of $500,000 under the
Note.
The Note is payable on the earlier of (i) date on which the Company consummates
its initial Business Combination or (ii) March 19, 2023. No interest accrues on
the unpaid principal balance of the Note. BuildGroup cannot seek repayment from
the Company's trust account for amounts owed under the Note. All loans from the
BuildGroup are convertible into warrants to purchase shares of common stock (the
"Conversion Warrants"), at the option of the BuildGroup. The number of
Conversion Warrants granted will be equal to the portion of the principal amount
of the Promissory Note being converted, divided by $1.50 (as adjusted for any
stock dividend, stock split, stock combination, reclassification or similar
transaction related to the Company's common stock occurring after the date of
the Note), rounded up to the nearest whole number of shares. The Conversion
Warrants shall be identical to those warrants that were issued in a private
placement that closed concurrently with the Company's initial public offering.
The holders of Conversion Warrants or shares of common stock underlying the
Conversion Warrants are entitled to certain demand and piggyback registration
rights pursuant to the terms of the Note.
A copy of the Note is filed as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
Exhibit
No. Description
10.1 Promissory Note executed by the Registrant in favor of BuildGroup LLC
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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