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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Mason Industrial Technology Inc | NYSE:MIT | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.14 | 0 | 01:00:00 |
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
001-39955
|
85-2856616
|
||
(State or other jurisdiction of
incorporation or organization)
|
(Commission
File Number)
|
(I.R.S. Employer
Identification Number)
|
||
110 East 59th Street
New York, NY
|
10022
|
|||
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
||
Units, each consisting of one share of Class A common stock and
one-third
of one redeemable warrant to purchase one share of Class A common stock
|
MIT.U
|
New York Stock Exchange
|
||
Class A common stock, par value $0.0001 per share Redeemable warrants exercisable for one share of Class A common stock at an exercise price of $11.50
|
MIT
MIT.W
|
New York Stock Exchange
New York Stock Exchange
|
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
|
|
|
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Page No.
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|
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|
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1
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Item 1.
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1
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1
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2
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3
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4
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5
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Item 2.
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19
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Item 3.
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21
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Item 4.
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21
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22
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Item 1.
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22
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Item 1A.
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22
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Item 2.
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22
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Item 3.
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24
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Item 4.
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24
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Item 5.
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24
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Item 6.
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24
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25
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Item 1.
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Financial Information
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
||
|
|
June 30, 2021
|
|
|
June 30, 2021
|
|
||
OPERATING EXPENSES
|
|
|
||||||
General and administrative expenses
|
$ | 303,740 | $ | 412,617 | ||||
Franchise tax expense
|
50,000 | 168,310 | ||||||
|
|
|
|
|||||
Total operating expenses
|
(353,740 | ) | (580,927 | ) | ||||
|
|
|
|
|||||
OTHER INCOME (EXPENSE)
|
||||||||
Interest income on marketable securities held in Trust Account
|
7,599 | 12,358 | ||||||
Underwriting discounts and offering costs attributed to derivative warrant liability
|
— | (1,321,353 | ) | |||||
Change in fair value of derivative warrant liabilities
|
(5,205,067 | ) | 13,699,867 | |||||
Change in fair value of derivative forward purchase agreement
|
258,095 | 620,226 | ||||||
|
|
|
|
|||||
Total other income (expense)
|
(4,939,373 | ) | 13,011,098 | |||||
|
|
|
|
|||||
INCOME (LOSS) BEFORE INCOME TAX
|
(5,293,113 | ) | 12,430,171 | |||||
Income tax expense (benefit)
|
— | — | ||||||
|
|
|
|
|||||
NET INCOME (LOSS)
|
$ | (5,293,113 | ) | $ | 12,430,171 | |||
|
|
|
|
|||||
Basic and diluted weighted average shares outstanding, Class A common stock
|
50,000,000 | 41,160,221 | ||||||
Basic and diluted net income (loss) per share, Class A common stock
|
($
|
0.08 |
)
|
$ | 0.23 | |||
Basic and diluted weighted average shares outstanding,
Class B
|
12,500,000 | 12,567,680 | ||||||
Basic and diluted net income (loss) per share,
Class B
|
($
|
0.08 |
)
|
$ | 0.23 |
Additional
Paid-in
Capital
|
Total
Stockholders’
Deficit
|
|||||||||||||||||||
Class B Common Stock
|
(Accumulated
Deficit)
|
|||||||||||||||||||
Shares
|
Amount
|
|||||||||||||||||||
Balance—
December 31, 2020
|
12,937,500 | $ | 1,294 | $ | 23,706 | $ | (83,334 | ) | $ | (58,334 | ) | |||||||||
Forfeiture of
founder shares (1)
|
(437,500 | ) | (44 | ) | 44 | — | — | |||||||||||||
Initial classification of derivative forward purchase agreement
|
—
|
—
|
(327,414 | ) |
—
|
(327,414 | ) | |||||||||||||
Accretion of Class A common stock subject to possible redemption
|
— | — | 303,664 |
(50,385,572
|
)
|
(50,081,908 | ) | |||||||||||||
Net income
|
— | — | — | 17,723,284 | 17,723,284 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance—March 31, 2021 (As Restated)
|
12,500,000 | 1,250 | — | (32,745,622 | ) | (32,744,372 | ) | |||||||||||||
Net loss
|
— | — | — | (5,293,113 | ) | (5,293,113 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance—June 30, 2021 (As Restated)
|
12,500,000 | $ | 1,250 | $ | — | $ | (38,038,735 | ) | $ | (38,037,485 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|
(1)
|
On January 29, 2021 the Sponsor forfeited 437,500 Founder Shares as a result of the underwriters election to partially exercise their overallotment option.
|
Six Months Ended
|
||||
June 30, 2021
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||
Net income
|
$ | 12,430,171 | ||
Adjustments to reconcile net income to net cash used in operating activities:
|
||||
Interest earned on cash held in Trust Account
|
(12,358 | ) | ||
Underwriting discounts and
offering
costs attributed to warrant liability
|
1,321,353 | |||
Change in fair value of
derivative
warrant liabilities
|
(13,699,867 | ) | ||
Change in fair value of derivative forward purchase agreement
|
(620,226 | ) | ||
Changes in operating assets and liabilities:
|
||||
Prepaid expenses
|
(257,558 | ) | ||
Accounts payable and accrued expenses
|
(72,784 | ) | ||
Other assets
|
(304,616 | ) | ||
Franchise tax payable
|
168,310 | |||
|
|
|||
Net cash used in operating activities
|
(1,047,575 | ) | ||
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||
Investment of cash in Trust Account
|
(500,000,000 | ) | ||
|
|
|||
Net cash used in investing activities
|
(500,000,000 | ) | ||
|
|
|||
CASH FLOW FROM FINANCING ACTIVITIES
|
||||
Proceeds from sale of Units, net of underwriting discounts paid
|
489,596,740 | |||
Proceeds from sale of Private Placement Warrants
|
13,220,000 | |||
Repayment of note payable – related party
|
(300,000 | ) | ||
Payment of offering costs
|
(125,000 | ) | ||
|
|
|||
Net cash provided by financing activities
|
502,391,740 | |||
|
|
|||
NET CHANGE IN CASH
|
1,344,165 | |||
CASH, BEGINNING OF PERIOD
|
167,224 | |||
|
|
|||
CASH, END OF PERIOD
|
$ | 1,511,389 | ||
|
|
|||
SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES
|
||||
Initial classification of derivative warrant liability
|
$ | 36,720,001 | ||
Initial classification of derivative forward purchase agreement
|
$ | 327,414 | ||
Initial value of common stock subject to possible redemption
|
$ | 500,000,000 | ||
Deferred underwriting fees charged to additional paid in capital
|
$ | 17,500,000 |
As previously
reported |
Class A
common stock
subject to possible
redemption adjustments |
As Restated
|
||||||||||
Balance Sheet as of June 30, 2021 (unaudited)
|
|
|
|
|||||||||
Class A common stock subject to redemption
|
|
$
|
456,962,510
|
|
|
$
|
43,037,490
|
|
|
$
|
500,000,000
|
|
Class A Common stock
|
|
$
|
430
|
|
|
$
|
(430
|
)
|
|
$
|
—
|
|
Retained Earnings (Accumulated deficit)
|
|
$
|
4,998,325
|
|
|
$
|
(43,037,060
|
)
|
|
$
|
(38,038,735
|
)
|
Total Stockholders’ Equity
(Deficit)
|
|
$
|
5,000,005
|
|
|
$
|
(43,037,490
|
)
|
|
$
|
(38,037,485
|
)
|
Shares of Class A common stock subject to redemption
|
|
|
45,696,251
|
|
|
|
4,303,749
|
|
|
|
50,000,000
|
|
Shares of Class A Common stock
|
|
|
4,303,749
|
|
|
|
(4,303,749
|
)
|
|
|
—
|
|
Statement of Operations for the three months ended June 30, 2021
|
|
|
|
|||||||||
Basic and diluted Class A weighted-average shares outstanding
|
|
|
46,219,745
|
|
|
|
3,780,255
|
|
|
|
50,000,000
|
|
Basic and diluted Class A net income (loss) per share
|
|
$
|
—
|
|
|
$
|
(0.08
|
)
|
|
$
|
(0.08
|
)
|
Basic and diluted Class B weighted-average shares outstanding
|
|
|
16,280,255
|
|
|
|
(3,780,255
|
)
|
|
|
12,500,000
|
|
Basic and diluted Class B net income (loss) per share
|
|
$
|
(0.33
|
)
|
|
$
|
0.25
|
|
|
$
|
(0.08
|
)
|
Statement of Operations for the six months ended June 30, 2021
|
|
|
|
|||||||||
Basic and diluted Class A weighted-average shares outstanding
|
|
|
45,501,726
|
|
|
|
(4,341,505
|
)
|
|
|
41,160,221
|
|
Basic and diluted Class A net income (loss) per share
|
|
$
|
—
|
|
|
$
|
0.23
|
|
|
$
|
0.23
|
|
Basic and diluted Class B weighted-average shares outstanding
|
|
|
16,277,197
|
|
|
|
(3,709,517
|
)
|
|
|
12,567,680
|
|
Basic and diluted Class B net income (loss) per share
|
|
$
|
0.76
|
|
|
$
|
(0.53
|
)
|
|
$
|
0.23
|
|
Statement of cashflows for the six months ended June 30, 2021
(unaudited) |
|
|
|
|||||||||
SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES
|
|
|
|
|||||||||
Initial classification of common stock subject to redemption
|
|
$
|
443,220,180
|
|
|
$
|
56,779,820
|
|
|
$
|
500,000,000
|
|
Change in value of common stock subject to possible redemption
|
|
$
|
13,742,330
|
|
|
$
|
(13,742,330
|
)
|
|
$
|
—
|
|
Statement of changes in stockholders equity for the three months ended June 30,
2021 (unaudited)
|
|
|
|
|||||||||
Initial classification of common stock subject to possible redemption
|
|
$
|
5,293,110
|
|
|
$
|
(5,293,110
|
)
|
|
$
|
—
|
|
Fair Value Measured as of June 30, 2021
|
||||||||||||
Level 1
|
Level 2
|
Level 3
|
||||||||||
Assets:
|
||||||||||||
Investments held in Trust Account (1)
|
$ | 500,012,358 | $ | — | $ | — | ||||||
Derivative forward purchase agreement (2)
|
$ | — | $ | — | $ | 292,812 | ||||||
Liabilities:
|
||||||||||||
Derivative warrant liabilities—Public Warrants (3)
|
$ | 15,000,000 | $ | — | $ | — | ||||||
Derivative warrant liabilities—Private Placement Warrants (4)
|
$ | — | $ | — | $ | 8,020,134 |
(1) |
The fair value of the investments held in Trust Account was based on the quoted market price.
|
(2) |
The fair value of the derivative forward purchase agreement was based
on the forward price formula
.
|
(3) |
The fair value of the derivative warrant liabilities – Public Warrants was based the quoted market price for MIT.W as of the reporting date.
|
(4) |
The fair value of the derivative warrant liabilities – Private Placement Warrants was based on a modified
Black-Scholes
model.
|
February 2, 2021
(Initial Measurement) |
||||
Strike price
|
$ | 11.50 | ||
Term (in years)
|
5.2 | |||
Risk-free rate
|
0.7 | % | ||
Volatility
|
25.5 | % | ||
Dividend yield
|
0.0 | % | ||
Fair value of Public Warrants
|
$ | 1.41 | ||
Fair value of Private Placement Warrants
|
$ | 1.50 |
June 30, 2021
|
||||
Strike price
|
$ | 11.50 | ||
Term (in years)
|
5.2 | |||
Risk-free rate
|
1.0 | % | ||
Volatility
|
15.5 | % | ||
Dividend yield
|
0.0 | % | ||
Fair value of Private Placement Warrants
|
$ | 0.91 |
• |
Term – the expected life of the warrants was assumed to be equivalent to their remaining contractual term.
|
• |
Risk-free rate – the risk-free interest rate is based on the U.S. Treasury yield curve in effect on the date of valuation equal to the remaining expected life of the Warrants.
|
• |
Volatility – the Company estimated the volatility of its common stock warrants based on implied volatility and actual historical volatility of a group of comparable publicly traded companies observed over a historical period equal to the expected remaining life of the Warrants.
|
• |
Dividend yield – the dividend yield percentage is zero because the Company does not currently pay dividends, nor does it intend to do so during the expected term of the Private Placement Warrants.
|
Public
Warrants |
Private Placement
Warrants |
Total Derivative
Warrant Liability |
||||||||||
Derivative warrant liabilities at
January 1, 2021
|
$ | — | $ | — | $ | — | ||||||
Issuance of Public and Private Warrants
(1)
|
23,500,000 | 13,220,001 | 36,720,001 | |||||||||
Change in fair value of warrant liabilities
|
(13,000,000 | ) | (5,904,934 | ) | (18,904,934 | ) | ||||||
|
|
|
|
|
|
|||||||
Derivative warrant liabilities at March 31, 2021
|
$ | 10,500,000 | $ | 7,315,067 | $ | 17,815,067 | ||||||
Change in fair value of warrant liabilities
|
4,500,000 | 705,067 | 5,205,067 | |||||||||
|
|
|
|
|
|
|||||||
Derivative warrant liabilities at June 30, 2021
|
$ | 15,000,000 | $ | 8,020,134 | $ | 23,020,134 | ||||||
|
|
|
|
|
|
(1)
|
– during the 1
st
quarter of 2021, these warrants were transferred from Level 3 in the fair value hierarchy to Level 1 in the fair value hierarchy
|
FPA Asset (Liability)
|
||||
Derivative forward purchase agreement at
January 1, 2021
|
$ | — | ||
Executed forward purchase agreement in connection with IPO
|
(327,414 | ) | ||
Change in fair value of the derivative forward purchase agreement
|
362,131 | |||
|
|
|||
Derivative forward purchase agreement at March 31, 2021
|
34,717 | |||
Change in fair value of the derivative forward purchase agreement
|
258,095 | |||
|
|
|||
Derivative forward purchase agreement at June 30, 2021
|
$ | 292,812 | ||
|
|
• |
in whole and not in part;
|
• |
at a price of $0.01 per warrant;
|
• |
at any time during the exercise period;
|
• |
upon a minimum of 30 days’ prior written notice of redemption; and
|
• |
if, and only if, the last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a
30-trading
day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
|
• |
If, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants.
|
|
|
Three Months Ended
June 30, 2021
|
|
|
Six Months Ended
June 30, 2021
|
|
||||||||||
|
|
Class A
|
|
|
Class B
|
|
|
Class A
|
|
|
Class B
|
|
||||
Basic and diluted net loss per share
|
|
|
|
|
||||||||||||
Numerator
|
|
|
|
|
||||||||||||
Allocation of net income
|
|
$
|
(4,234,490
|
)
|
|
$
|
(1,058,623
|
)
|
|
$
|
9,522,587
|
|
|
$
|
2,907,584
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator
|
|
|
|
|
||||||||||||
Weighted-average shares outstanding
|
|
|
50,000,000
|
|
|
|
12,500,000
|
|
|
|
41,160,221
|
|
|
|
12,567,680
|
|
Basic and diluted net income per share
|
|
$
|
(0.08
|
)
|
|
$
|
(0.08
|
)
|
|
$
|
0.23
|
|
|
$
|
0.23
|
Gross Proceeds
|
|
$
|
500,000,000
|
|
Less:
|
|
|||
Offering costs and underwriting fees allocated to Class A common stock subject to possible redemption
|
|
|
(27,903,259
|
)
|
Proceeds allocated to Public Warrants at issuance
|
|
|
(22,178,649
|
)
|
Plus:
|
|
|||
Accretion on Class A common stock subject to possible redemption amount
|
|
|
50,081,908
|
|
|
|
|
|
|
Class A common stock subject to possible redemption
|
|
$
|
500,000,000
|
|
|
|
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors.
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Item 3.
|
Defaults Upon Senior Securities
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Other Information
|
Item 6.
|
Exhibits.
|
* |
Filed herewith.
|
** |
Furnished.
|
MASON INDUSTRIAL TECHNOLOGY, INC.
|
||||||
Date: December 8, 2021 | By: | /s/ Derek Satzinger | ||||
Name: Derek Satzinger | ||||||
Title: Chief Financial Officer |
1 Year Mason Industrial Technol... Chart |
1 Month Mason Industrial Technol... Chart |
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