United States securities and exchange commission logo
October 23, 2020
Edward A. Rose, III
Chief Executive Officer
Mason Industrial Technology, Inc.
110 E. 59th Street
New York, NY 10022
Re: Mason Industrial
Technology, Inc.
Draft Registration
Statement on Form S-1
Submitted September
28, 2020
CIK No. 0001826058
Dear Mr. Rose:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-1 submitted September 28, 2020
Provisions in our amended and restated certificate of incorporation may
limit our stockholders
ability to obtain a favorable judicial forum, page 71
1. We note that your forum
selection provision discussed in this risk factor and on page
149 identifies the
Court of Chancery of the State of Delaware as the exclusive forum for
certain litigation,
including any derivative action. Please disclose whether this provision
applies to actions
arising under the Securities Act or Exchange Act. In that regard, we note
that Section 27 of the
Exchange Act creates exclusive federal jurisdiction over all suits
brought to enforce any
duty or liability created by the Exchange Act or the rules and
regulations thereunder,
and Section 22 of the Securities Act creates concurrent jurisdiction
for federal and state
courts over all suits brought to enforce any duty or liability created by
Edward A. Rose, III
Mason Industrial Technology, Inc.
October 23, 2020
Page 2
the Securities Act or the rules and regulations thereunder. If the
provision applies to
Securities Act claims, please also revise your prospectus to state that
there is uncertainty
as to whether a court would enforce such provision and that investors
cannot waive
compliance with the federal securities laws and the rules and regulations
thereunder. If
this provision does not apply to actions arising under the Securities Act
or Exchange Act,
please also ensure that the exclusive forum provision in the governing
documents states
this clearly.
You may contact Wei Lu, Staff Accountant, at 202-551-3725 or Ethan
Horowitz,
Accounting Branch Chief, at 202-551-3311 if you have questions regarding
comments on the
financial statements and related matters. Please contact Kevin Dougherty, Staff
Attorney, at
202-551-3271 or, in his absence, Timothy S. Levenberg, Special Counsel, at
202-551-3707 with
any other questions.
Sincerely,
FirstName LastNameEdward A. Rose, III
Division of
Corporation Finance
Comapany NameMason Industrial Technology, Inc.
Office of Energy &
Transportation
October 23, 2020 Page 2
cc: Gregory P. Patti, Jr., Esq.
FirstName LastName