Item 4.02 Non-Reliance on Previously Issued Financial Statements or Related Audit
Report or Completed Interim Report.
In preparation of Build Acquisition Corp.'s (the "Company") unaudited condensed
financial statements for the quarterly period ended September 30, 2021, the
Company concluded it should restate its previously issued financial statements
to classify all Class A common stock subject to possible redemption in temporary
equity. In accordance with the SEC and its staff's guidance on redeemable equity
instruments in ASC 480-10-S99, redemption provisions not solely within the
control of the Company require common stock subject to redemption to be
classified outside of permanent equity. The Company had previously classified a
portion of its Class A common stock in permanent equity. Although the Company
did not specify a maximum redemption threshold, its charter provides that
currently, the Company will not redeem its public shares in an amount that would
cause its net tangible assets to be less than $5,000,001. Previously, the
Company did not consider redeemable shares classified as temporary equity as
part of net tangible assets. The Company revised this interpretation to include
temporary equity in net tangible assets. As a result, the Company restated its
previously filed financial statements to present all Class A common stock
subject to possible redemption as temporary equity and to recognize accretion
from the initial book value to redemption value at the time of its initial
public offering (the "IPO") and the related exercise of the over-allotment
option. The Company's previously filed financial statements that contained the
error were reported in the Company's Form 8-K filed with the SEC on March 25,
2021 and the Company's Form 10-Qs for the quarterly periods ended March 31,
2021, and June 30, 2021.
On November 15, 2021, the Company's management and the Audit Committee of the
Company's Board of Directors (the "Audit Committee") concluded that it is
appropriate to restate (i) certain items on the Company's previously issued
audited balance sheet as of March 25, 2021, which was related to the IPO and
(ii) the unaudited quarterly financial statements as of and for the periods
ended March 31, 2021, and June 30, 2021 (collectively, the "Relevant Periods").
Considering such restatement, such financial statements, as well as the relevant
portions of any communication which describes or are based on such financial
statements, should no longer be relied upon. There has been no change in the
Company's total assets, liabilities or operating results as a result of such
restatement. The Company has filed its Quarterly Report on Form 10-Q for the
period ended September 30, 2021, which includes the restated financial
statements for the Relevant Periods. In addition, the audit report of Marcum
LLP, the Company's independent registered public accounting firm (the
"Independent Accountants") included in the Company's Form 8-K filed with the SEC
on March 25, 2021 should no longer be relied upon.
The Company's Co-Chief Executive Officers and Chief Financial Officer carried
out an evaluation of the effectiveness of the design and operation of the
Company's disclosure controls and procedures. Based upon their evaluation, the
Company's Co-Chief Executive Officers and Chief Financial Officer concluded that
the Company's disclosure controls and procedures were not effective as of
September 30, 2021, due to the material weakness in analyzing complex financial
instruments including the proper classification of redeemable Class A common
stock as temporary equity.
The Company's management and the Audit Committee have discussed the matters
disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with the
Independent Accountants.
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