United States securities and exchange commission logo
January 25, 2021
Edward A. Rose, III
Chief Executive Officer
Mason Industrial Technology, Inc.
110 E. 59th Street
New York, NY 10022
Re: Mason Industrial
Technology, Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed January 22,
2021
Registration
Statement on Form S-1
Filed January 12,
2021
File No. 333-252051
Dear Mr. Rose:
We have reviewed your amended 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
October 23, 2020 letter.
Amendment No. 1 to Form S-1 filed January 22, 2021
Risk Factors
Provisions in our amended and restated certificate of incorporation may
limit our stockholders
ability to obtain a favorable judicial forum, page 71
1. In response to comment
1 you revised your risk factor to disclose that "[i]n addition, our
amended and restated
certificate of incorporation provides that the federal district courts
of the United States
shall be the exclusive forum for the resolution of any complaint
asserting a cause of
action under the Securities Act and the Exchange Act." However, we
note that "Article XIII
- Exclusive Forum for Certain Lawsuits" in Exhibit 3.2 does not
Edward A. Rose, III
Mason Industrial Technology, Inc.
January 25, 2021
Page 2
contain this clause. Please revise your amended and restated
certification of incorporation
to disclose the application of your exclusive forum clause to claims
under the Securities
Act and the Exchange Act.
Exhibits
2. We note that the form of warrant agreement filed as Exhibit 4.4 provides
that the company
agrees that any action, proceeding or claim against it arising out of or
relating in any way
to the agreement shall be brought and enforced in the courts of the State
of New York or
the United States District Court for the Southern District of New York,
and irrevocably
submits to such jurisdiction, which jurisdiction shall be exclusive.
We also note that the
company waives any objection to such exclusive" jurisdiction. If this
provision requires
investors in this offering to bring any such action, proceeding or claim
in the courts of the
State of New York or the United States District Court for the Southern
District of New
York, please disclose such provision in your registration statement, and
disclose whether
this provision applies to actions arising under the Securities Act or
Exchange Act. If
the provision applies to actions arising under the Securities Act or
Exchange Act, please
also add related risk factor disclosure. If this provision does not apply
to actions arising
under the Securities Act or Exchange Act, please also ensure that the
provision in the
warrant agreement 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 Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642
with any other
questions
Sincerely,
FirstName LastNameEdward A. Rose, III
Division of
Corporation Finance
Comapany NameMason Industrial Technology, Inc.
Office of Energy &
Transportation
January 25, 2021 Page 2
cc: Gregory P. Patti, Jr., Esq.
FirstName LastName