SEC Form 10-Q/A filed by Mason Industrial Technology Inc. (Amendment)
$MIT
Consumer Electronics/Appliances
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
FORM 10-Q/A
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2021
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) | ||
| |
||||
(Address of principal executive offices) |
(Zip Code) | |||
Registrant’s telephone number, including area code: (212 ) 771-1200
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-third of one redeemable warrant to purchase one share of Class A common stock |
||||
| share of Class A common stock at an exercise price of $11.50 |
|
|
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation Yes ☒ No ☐
S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2
of the Exchange Act. | Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| ☒ | Smaller reporting company | |||||
| Emerging growth company | ||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule ☒ No ☐
12b-2
of the Exchange Act). Yes As of November 5, 2021,
shares of Class A common stock, par value $0.0001 per share,
and 12,500,000
shares of Class B common stock, par value $0.0001 per share, were issued and outstanding.
EXPLANATORY NOTE
Mason Industrial Technology, Inc. (the “Company” or “we,” “our” or “us”) is filing this Amendment No. 1 to the Quarterly Report on Form
10-Q/A
(“Amendment No. 1”), which amends the Quarterly Report on Form as of and for the period ended September 30, 2021, as filed with the Securities and Exchange Commission (“SEC”) on November 10, 2021. On November 10, 2021, the Company filed its Form
10-Q
for the quarterly period ending September 30, 2021 (the “Q3 Form 10-Q”),
which included a Note 2, Revision of Previously Issued Financial Statements, (“Note 2”) that described a revision to the Company’s classification of its Class A common stock subject to redemption issued as part of the units sold in the Company’s initial public offering (“IPO”) on February 2, 2021. As described in Note 2, upon its IPO, the Company classified a portion of the Class A common stock as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. The Company’s management re-evaluated
the conclusion and determined that the Class A common stock subject to redemption included certain provisions that require classification of the Class A common stock as temporary equity regardless of the minimum net tangible assets required to complete the Company’s initial business combination. As a result, management corrected the error by revising all Class A common stock subject to redemption as temporary equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in
capital (to the extent available), accumulated deficit and Class A common stock. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation differs from the previously presented method of earnings per share, which was similar to the
two-class
method. The Company initially determined the changes were not qualitatively material to the Company’s
previously issued financial statements and did not restate its financial statements. Instead, the Company revised its previously issued financial statements in Note 2 to its Q3 Form Although the qualitative factors that management assessed tended to support a conclusion that the misstatements were not material, these factors were not strong enough to overcome the significant quantitative errors in the financial statements and it was subsequently determined that the qualitative and quantitative factors support a conclusion that the misstatements are material on a quantitative basis. As a result, management concluded that the misstatement was such of magnitude that it is probable that the judgment of a reasonable person relying upon the financial statements would have been influenced by the inclusion or correction of the foregoing items. As such, upon further consideration of the change, the Company determined the change in classification of the Class A common stock subject to redemption and change to its presentation of earnings per share is material quantitatively and it should restate its previously issued financial statements.
10-Q.
Therefore, on November 29, 2021, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previously issued (i) audited balance sheet as of February 2, 2021 on Form 8-K (the “Audited Balance Sheet”), filed with the SEC on February 8, 2021, (ii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 24, 2021, (iii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on July 29, 2021, and (iv) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 10, 2021, (collectively, the “Affected Periods”), should be restated and should no longer be relied upon.
As such, the Company is restating its unaudited interim financial statements included in the Company’s Quarterly Report on Form for the quarterly period ended September 30, 2021 in this Form Amendment No. 1 to remove the “Revision of Previously Issued Financial Statements” included in Note 2 as the Company restated the financial statements for those periods affected. See the Amendment No. 2 to the Form 10-Q as of and for the period ended March 31, 2021, and Amendment No. 1 to the Form 10-Q as of and for the period ended June 30, 2021 for a description of the restatement and impact on the financial statements.
10-Q
10-Q/A,
The Company determined that none of the above changes will have any impact on its
cash position and cash held in the trust account established in connection with the IPO.
After
re-evaluation,
the Company’s management has concluded that in light of the errors described above, a material weakness existed in the Company’s internal control over financial reporting during the Affected Periods and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness is described in more detail in Item 4 of Part I to this Quarterly Report on Form 10-Q/A.
The following items in this Form
10-Q/A
have been amended as a result of this restatement: PART I. FINANCIAL INFORMATION
Item 1. |
Financial Statements |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Item 4. |
Controls and Procedures |
Mason Industrial Technology, Inc.
Quarterly Report on Form
10-Q
Table of Contents
Page No. |
||||||
| Item 1. |
Financial Statements | 1 | ||||
| Condensed Balance Sheets | 1 | |||||
| Condensed Statements of Operations | 2 | |||||
| Condensed Statements of Changes in Stockholders’ Deficit | 3 | |||||
| Condensed Statement of Cash Flows | 4 | |||||
| Notes to Condensed Financial Statements (As Restated) | 5 | |||||
| Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 16 | ||||
| Item 3. |
Quantitative and Qualitative Disclosures About Market Risk | 18 | ||||
| Item 4. |
Controls and Procedures (As Restated) | 18 | ||||
| 19 | ||||||
| Item 1. |
Legal Proceedings | 19 | ||||
| Item 1A. |
Risk Factors | 19 | ||||
| Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities | 19 | ||||
| Item 3. |
Defaults Upon Senior Securities | 20 | ||||
| Item 4. |
Mine Safety Disclosures | 20 | ||||
| Item 5. |
Other Information | 20 | ||||
| Item 6. |
Exhibits | 20 | ||||
| 21 | ||||||
PART I—FINANCIAL INFORMATION
Item 1. |
Financial Statements |
MASON INDUSTRIAL TECHNOLOGY, INC.
CONDENSED BALANCE SHEETS
September 30, 2021 |
December 31, 2020 |
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(unaudited) |
(auditied) |
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ASSETS |
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CURRENT ASSETS |
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Cash |
$ | $ | ||||||
Prepaid expenses |
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Total current assets |
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NONCURRENT ASSETS |
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Cash held in trust account |
— | |||||||
Other assets |
— | |||||||
Derivative forward purchase agreement |
— | |||||||
Total noncurrent assets |
— | |||||||
TOTAL ASSETS |
$ | $ | ||||||
LIABILITIES, REDEEMABLE COMMON STOCK, AND STOCKHOLDERS’ DEFICIT |
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CURRENT LIABILITIES |
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Accounts payable |
$ | $ | ||||||
Accrued deferred offering costs |
— | |||||||
Franchise tax payable |
— | |||||||
No te payable – related party |
— | |||||||
Total current liabilities |
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LONG-TERM LIABILITIES |
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Deferred underwriting commissions |
— | |||||||
Derivative warrant liabilities |
— | |||||||
Total liabilities |
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Commitments and Contingencies ; |
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Class A common stock subject to possible redemption shares as of September 30, 2021 and December 31, 2020, respectively, at redemption value of $ |
— | |||||||
STOCKHOLDERS’ DEFICIT |
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Preferred stock, $ September 30, 2021 and December 31, 2020, respectively |
— | |||||||
Class A common stock, $ shares authorized; (excluding |
— |
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Class B common stock, $ September 30, 2021 and December 31, 2020, respectively |
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Additional paid-in capital |
— | |||||||
Accumulated deficit |
( |
) | ( |
) | ||||
Total Stockholders’ Deficit |
( |
) | ( |
) | ||||
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT |
$ | |
$ | |
||||
The accompanying notes are an integral part of these condensed financial statements.
1
MASON INDUSTRIAL TECHNOLOGY, INC.
CONDENSED STATEMENT OF OPERATIONS
(UNAUDITED)
Three Months Ended September 30, 2021 |
Nine Months Ended September 30, 2021 |
August 31, 2020 (inception) through September 30, 2020 |
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| OPERATING EXPENSES |
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| General and administrative expenses |
$ | $ | $ | |||||||||
| Franchise tax expense |
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| Total operating expenses |
( |
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| OTHER INCOME (EXPENSE) |
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| Interest income on marketable securities held in Trust Account |
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| Underwriting discounts and offering costs attributed to derivative warrant liability |
— | ( |
) | |||||||||
| Change in fair value of derivative warrant liabilities |
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| Change in fair value of derivative forward purchase agreement |
( |
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| Total other income |
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| INCOME (LOSS) BEFORE INCOME TAX |
( |
) | ||||||||||
| Income tax expense (benefit) |
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| NET INCOME (LOSS) |
$ | $ | |
$ | ( |
) | ||||||
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| Basic and diluted weighted average shares outstanding, Class A common stock |
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| Basic and diluted net income (loss) per share, Class A common stock |
$ | $ | $ | |||||||||
| Basic and diluted weighted average shares outstanding, Class B |
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| Basic and diluted net income (loss) per share, Class B common stock |
$ | $ | $ | ( |
) | |||||||
| (1) | The weighted average shares outstanding for the period from August 31, 2020 (inception) through September 30, 2020 excludes an aggregate of up to Class B common stock that was subject to forfeiture if the over-allotment option was exercised in full or in part by the underwriters. The underwriters partially exercised their over-allotment shares on January 29, 2021; therefore the Sponsor forfeited Founder Shares as a result of the partial exercise of the over-allotment shares, while the remaining |
The accompanying notes are an integral part of these condensed financial statements.
2
MASON INDUSTRIAL TECHNOLOGY, INC.
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021
(UNAUDITED)
Class B Common Stock |
Additional Paid-in Capital |
(Accumulated Deficit) |
Total Stockholders’ Deficit |
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Shares |
Amount |
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| Balance—December 31, 2020 |
$ |
$ |
$ |
( |
) |
$ |
( |
) | ||||||||||||
| Forfeiture of founder shares (2) |
( |
) |
( |
) |
— |
— |
||||||||||||||
| Initial classification of derivative forward purchase agreement |
— |
— |
( |
) |
— |
( |
) | |||||||||||||
| Accretion of Class A common stock subject to possible redemption |
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— |
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— |
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( |
) | |
|
( |
) |
| Net income |
— |
— |
— |
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| Balance—March 31, 2021 |
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— |
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( |
) | |
|
( |
) | |
| Net loss |
— |
— |
— |
( |
) |
( |
) | |||||||||||||
| |
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| Balance—June 30, 2021 |
— |
( |
) |
( |
) | |||||||||||||||
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| Net income |
— |
— |
— |
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| Balance—September 30, 2021 |
$ |
$ |
— |
$ |
( |
) |
$ |
( |
) | |||||||||||
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Additional Paid-in Capital |
(Accumulated Deficit) |
Total Stockholders’ Deficit |
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Class A Common Stock |
Class B Common Stock |
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Shares |
Amount |
Shares |
Amount |
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| Balance—August 31, 2020 (inception) |
$ |
$ |
$ |
$ |
$ |
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| Issuance of Class B stock to Sponsor (1) |
— |
— |
— |
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| Net income |
— |
— |
— |
— |
— |
( |
) |
( |
) | |||||||||||||||||||
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| Balance—September 30, 2020 |
— |
$ |
— |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||
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| (1) | The Class B common stock includes an aggregate of up to Class B common stock that was subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. |
(2) |
On January 29, 2021 the Sponsor forfeited |
The accompanying notes are an integral part of these condensed financial statements.
3
MASON INDUSTRIAL TECHNOLOGY, INC.
CONDENSED STATEMENT OF CASH FLOWS
(UNAUDITED)
Nine Months Ended September 30, 2021 |
August 31, 2020 (inception) through September 30, 2020 |
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| CASH FLOWS FROM OPERATING ACTIVITIES |
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| Net income (loss) |
$ | $ | ( |
) | ||||
| Adjustments to reconcile net income to net cash used in operating activities: |
— | |||||||
| Interest earned on cash held in Trust Account |
( |
) | ||||||
| Underwriting discounts and transaction costs attributed to warrant liability |
||||||||
| Change in fair value of warrant liabilities |
( |
) | ||||||
| Change in fair value of derivative forward purchase agreement |
( |
) | ||||||
| Changes in operating assets and liabilities: |
— | |||||||
| Prepaid expenses |
( |
) | ||||||
| Accounts payable |
( |
) | ||||||
| Other assets |
( |
) | ||||||
| Franchise tax payable |
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| Net cash used in operating activities |
( |
) | ||||||
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| CASH FLOWS FROM INVESTING ACTIVITIES |
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| Investment of cash in Trust Account |
( |
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| Net cash used in investing activities |
( |
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| CASH FLOW FROM FINANCING ACTIVITIES |
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| Proceeds from sale of Units, net of underwriting discounts paid |
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| Proceeds from sale of Private Placement Warrants |
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| Proceeds from sale of Class B common stock |
— | |||||||
| Proceeds from issuance of note payable – related party |
— | |||||||
| Repayment of note payable – related party |
( |
) | ||||||
| Payment of offering costs |
( |
) | ( |
) | ||||
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| Net cash provided by financing activities |
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| NET CHANGE IN CASH |
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| CASH, BEGINNING OF PERIOD |
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| CASH, END OF PERIOD |
$ | $ | ||||||
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| SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES |
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| Initial classification of derivative warrant liability |
$ | $ | ||||||
| Initial classification of derivative forward purchase agreement |
$ | ( |
) | $ | ||||
| Initial value of common stock subject to possible redemption, as revised |
$ | $ | ||||||
| Deferred underwriting fees charged to additional paid in capital |
$ | $ | ||||||
| Deferred offering costs included in accrued deferred offering costs |
$ | $ | ||||||
The accompanying notes are an integral part of these condensed financial statements.
4
MASON INDUSTRIAL TECHNOLOGY, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(As Restated)
NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Organization and Operations
Mason Industrial Technology, Inc. (the “Company”) was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company, and as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
As of September 30, 2021, the Company had not commenced any operations. All activity through September 30, 2021 relates to the Company’s formation, its Initial Public Offering (the “IPO”) and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after completion of its initial Business Combination, at the earliest. The Company will generate
non-operating
income in the form of interest income on cash from the proceeds derived from the IPO (see below for more information on the IPO), and recognizes changes in the fair value of warrant liabilities and forward purchase agreement as other income (expense).Corporate Organization and Initial Public Offering
The Company was incorporated in Delaware on August 31, 2020. The Company’s sponsor is Mason Industrial Sponsor, LLC, a Delaware limited liability company (the “Sponsor”).
On February 2, 2021, the Company consummated its IPO of 50,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”) at $10.00 per Unit, raising $500.0 million of gross proceeds. Of the 50,000,000 units issued, 45,000,000 Units were included in the Company’s initial offering, and 5,000,000 Units resulted from the underwriter partially exercising its over- allotment option. The net proceeds of the IPO were $472.1 million, after deducting expenses and underwriting discounts and commissions of approximately $27.9 million, which includes $17.5 million in deferred underwriting commissions (see Note 9, , for more information).
Commitments and Contingencies
Public Warrants
Each Unit consists of one share of Class A common stock and 11.50 per share. In addition, if (x) the Company issues additional shares of Class A common stock for capital raising purposes in connection with the closing of the Company’s Initial Business Combination at an issue or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or their affiliates, without taking into account any shares of Class B common stock held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the amount that is the total equity proceeds (and interest thereon) , available for the funding of the Initial Business Combination on the date of the consummation (net of redemptions) and (z) the volume-weighted average trading price of the Company’s Class A common stock during the period starting on the trading day prior to the date on which the Company consummates its Initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Public Warrants will be adjusted, to the nearest cent, to 115 % of the higher of the Newly Issued Price and the Market Value, and the $18.00 per share redemption trigger price described below will be adjusted, to the nearest cent, to be equal to 180 % of the higher of the Newly Issued Price and the Market Value.
one-third
of one redeemable warrant (each, a “Public Warrant” and, collectively, the “Public Warrants”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $20-trading-day
No fractional shares will be issued upon separation of the Units and only whole Public Warrants will trade. Each Public Warrant will become exercisable on the later of 30 days after the completion of the Company’s Initial Business Combination or 12 months from the closing of the Initial Public Offering and will expire five years after the completion of the Company’s Initial Business Combination or earlier upon redemption or liquidation.
Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants in whole and not in part at a price of $0.01 per Public Warrant upon a minimum of 30 days’ prior written notice of redemption, 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 Public Warrant holders. Private Placement Warrants
Simultaneously with the closing of the IPO, the Company consummated a private sale (the “Private Placement”) of 8,813,334 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”) to the Sponsor at a price of $1.50 per Private Placement Warrant, generating gross proceeds of approximately $13.2 million (see Note 6, , for more information). The Private Placement Warrants are identical to the Warrants included in the Units sold in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale.
Related Party Transactions
5
MASON INDUSTRIAL TECHNOLOGY, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(As Restated)
Forward Purchase Agreement
Simultaneously with the closing of the IPO, the Company entered into a Forward Purchase Agreement (the “FPA”) with the Sponsor, pursuant to which the Sponsor committed that it will purchase up to 8,000,000 forward purchase units (the “FPA Units”), consisting of one share of Class A common stock (the “FPA Share”) and (the “FPA Warrant”) for $10.00 per unit, or an aggregate amount of up to $80,000,000 , in a private placement that will close concurrently with the closing of the initial Business Combination (see Note 6, , for more information). In addition, the Sponsor’s commitment under the FPA will be subject to approval, prior to entering into a definitive agreement for the initial Business Combination, of Mason Capital Management LLC, an affiliate of the managing member of the Sponsor. The FPA Shares will be identical to the shares of Class A common stock included in the units being sold in this offering, except that they will be subject to transfer restrictions and registration rights. The FPA Warrants will have the same terms as the Private Placement Warrants so long as they are held by the Sponsor or its permitted assignees and transferees.
one-third
of one warrant to purchase one share of Class A common stockRelated Party Transactions
Transaction Costs
Transaction costs amounted to $27.9 million, consisting of $10.0 million of underwriting fees, $17.5 million of deferred underwriting commissions, and $0.4 million of other offering costs.
The Trust Account
Following the closing of the IPO, $500.0 million of the net proceeds of the sale of the Units and the Private Placement Warrants were placed in a trust account (the “Trust Account”). The funds in the Trust Account will be invested only in U.S. government treasury bills with a maturity of one hundred eighty (180 ) days or less or in money market funds that meet certain conditions under Rule
2a-7
under the Investme
nt Company Act of 1940 and that invest only in direct U.S. government obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, the proceeds from the IPO and the Private Placement will not be released from the Trust Account until the earlier of: (i) the completion of the Company’s Initial Business Combination; (ii) the redemption of any shares of the Public Shares that have been properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100 % of Public Shares if the Company does not complete its Initial Business Combination within 24 months from the closing of the IPO (or 30 months from the closing of the IPO if the Company has executed a letter of intent, agreement in principle or definitive agreement for the initial Business Combination within 24 months from the closing of the IPO but has not completed the initial Business Combination within such 24 month period) (the “Combination Periodor (B) with respect to any other provision relating to stockholders’ right for
”)
pre-initial
Business Combination activity; and (iii) the redemption of 100% of the Public Shares if the Company is unable to complete an initial Business Combination within the Combination Period, subject to the requirements of law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Initial Business Combination
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds of the IPO are intended to be generally applied toward consummating an initial Business Combination. The initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80 % of the assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in the trust account) at the time of the agreement to enter into the initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an initial Business Combination.
The Company, after signing a definitive agreement for an initial Business Combination, will either (i) seek stockholder approval of the initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes, or (ii) provide stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes. The decision as to whether the Company will seek stockholder approval of the initial Business Combination or will allow stockholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under New York Stock Exchange rules. If the Company seeks stockholder approval, it will complete its initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial Business Combination.
6
MASON INDUSTRIAL TECHNOLOGY, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(As Restated)
If the Company holds a stockholder vote or there is a tender offer for shares in connection with an initial Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes.
Pursuant to the Company’s amended and restated certificate of incorporation, if the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the Public Shares, at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes (less $100,000 to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s directors, director nominees and officers have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below in Note 6, ) held by them if the Company fails to complete an initial Business Combination within the Combination Period. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquires shares of Class A common stock in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the initial Business Combination within the Combination Period.
Related Party Transactions
Liquidity
As of December 31, 2020, the Company had $167,224 in cash and a working capital deficiency of $332,776 . As described above, on February 2, 2021 the Company closed its IPO of 50,000,000 Units at $10.00 per Unit, generating gross proceeds of $500.0 million, and also consummated the Private Placement of 8,813,334 Private Placement Warrants to the Sponsor at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds of approximately $13.2 million.
The Company’s liquidity needs prior to the consummation of its IPO were satisfied through the proceeds of $25,000 from the sale of the Founder Shares (Note 6), and a loan of $300,000 under an unsecured and noninterest bearing promissory note (Note 6). Subsequent to the IPO, the Company’s liquidity will be satisfied through a portion of the net proceeds from IPO held outside of the Trust Account.
Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable and accrued liabilities, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating the business. However, if the Company’s estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an Initial Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate the business prior to the Initial Business Combination. Moreover, the Company may need to obtain additional financing either to complete the Initial Business Combination or to redeem a significant number of our public shares upon completion of the Initial Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Initial Business Combination. If the Company is unable to complete an Initial Business Combination because it does not have sufficient funds available, it will be forced to cease operations and liquidate the Trust Account.
There is no assurance that the Company’s plans to consummate an Initial Business Combination will be successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Separate trading of Class A common shares and Public Warrants
On March 18, 2021, the Company announced that, commencing March 22, 2021, the holders of the Company’s Units may elect to separately trade the Class A common stock and Public Warrants comprising the Units. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Those units not separated will continue to trade on the New York Stock Exchange under the symbol “MIT.U,” and each of the shares of Class A common stock and Public Warrants that are separated will trade on the New York Stock Exchange under the symbols “MIT” and “MIT.W,” respectively.
NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
The Company is restating its unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 in this Form 10-Q/A, Amendment No. 1 to remove the “Revision of Previously Issued Financial Statements” included in Note 2 as the Company is refiling the financial statements for those periods affected. See the Amendment No. 2 to the Form 10-Q as of and for the period ended March 31, 2021, and Amendment No. 1 to the Form 10-Q as of and for the period ended June 30, 2021 for a description of the restatement and impact on the financial statements.
7
MASON INDUSTRIAL TECHNOLOGY, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(As Restated)
NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying unaudited interim condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and should be read in conjunction with the Company’s financial statements, summary of significant accounting policies and notes included in the Company’s Annual Report on
Form 10-K
for the year ended December 31, 2020 (the “2020 Form 10-K”).
Accordingly, certain disclosures required by GAAP and normally included in Annual Reports on Form 10-K
have been condensed or omitted from this report; however, except as disclosed herein, there has been no material change in the information disclosed in the notes to condensed financial statements included in the Company’s 2020 Form 10-K.
It is the opinion of management that all adjustments, consisting of normal recurring adjustments considered necessary for a fair presentation of interim financial information, have been included. The Company has no items of other comprehensive income or loss; therefore, its net income or loss is identical to its comprehensive income or loss. Operating results for the periods presented are not necessarily indicative of expected results for the full year or for any future interim periods.
Use of Estimates
In the course of preparing the condensed financial statements, management makes various assumptions, judgments and estimates to determine the reported amounts of assets, liabilities, income and expenses, and in the disclosures of commitments and contingencies. Changes in these assumptions, judgments and estimates will occur as a result of the passage of time and the occurrence of future events. Although management believes these estimates are reasonable, actual results could differ from these estimates.
Estimates made in preparing these condensed financial statements include, among other things, (1) the measurement of derivative warrant liabilities, (2) the measurement of the derivative forward purchase agreement and (3) accrued expenses. Changes in these estimates and assumptions could have a significant impact on results in future periods.
Cash and cash equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no
Cash held in Trust Account
At September 30, 2021, the Company had $500.0 million in cash held in the Trust Account that were held in U.S. Treasury Bills.
Fair Value Measurements
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Certain financial assets and liabilities, such as the derivative warrant liability, are measured at fair value on a recurring basis. Nonfinancial assets and liabilities, if any, are recognized at fair value on a nonrecurring basis.
The Company categorizes the inputs to the fair value of its financial assets and liabilities using a three-tier fair value hierarchy, established by the FASB, that prioritizes the significant inputs used in measuring fair value. These levels are:
Level 1—inputs are based on unadjusted quoted prices that are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Examples of Level 1 inputs include financial instruments such as exchange-traded derivatives, listed securities and U.S. government treasury securities.
Level 2—inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g., the Black-Scholes model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, credit spreads, foreign exchange rates, and forward and spot prices for currencies. Examples of Level 2 inputs include nonexchange-traded derivatives such as forwards, swaps, and options.
over-the-counter
Level 3—inputs that are generally unobservable from objective sources and typically reflect management’s estimates and assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.
Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement.
8
MASON INDUSTRIAL TECHNOLOGY, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(As Restated)
Concentration of Credit Risk
Financial instruments that potentially subject the Company to significant concentrations of credit risk con
s
ist principally of cash held in Trust Account. The Company’s Trust Account is maintained with a high-quality financial institution, with the compositions and maturities of the Trust Account’s investments are regularly monitored by management. Derivative warrant liabilities and forward purchase agreement
The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
The Company evaluated the Public Warrants, the Private Placement Warrants, and the FPA (which are discussed in Note 4, Note 5 and Note 6) in accordance with ASC , with changes in fair value recognized on the statement of operation in the period of change. See Note 4, for more information regarding the methods used to fair value the Warrants and the FPA.
815-40
and concluded that each contained provisions related to certain tender or exchange offers which precludes them from being accounted for as a component of equity. As the Warrants and FPA meet the definition of a derivative as contemplated in ASC 815, the Warrants and FPA were measured at fair value at inception (on the date of the IPO) and recorded as assets or liabilities on the condensed balance sheets. The Warrants and FPA are subject to remeasurement at each reporting date until exercised in accordance with ASC 820, Fair Value Measurement
Fair Value Measurements,
Allocation of Issuance costs
The Company accounts for the allocation of its issuance costs to its Warrants using the guidance in ASC 27,903,259 —consisting of $10,000,000 of underwriting fees, $17,500,000 of deferred underwriting commissions, and $403,259 of other offering costs—to the issuance of its Class A shares and Warrants in the amount of $26,581,907 and $1,321,352 , respectively
470-20,
applied by analogy. Under this guidance, if debt or stock is issued with detachable warrants, the proceeds need to be allocated to the two instruments using either the fair value method, the relative fair value method, or the residual value method. The guidance also requires companies to use a consistent approach in allocating issuance costs between the instruments. Accordingly, the Company allocated its issuance costs of $. Issuance costs attributed to the Warrants were expensed to the condensed statements of operations. Issuance costs associated with the issuance of Class A common stock were charged against the carrying value of the class a common stock subject to possible redemption upon the completion of the IPO. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Class A Common Stock Subject to Possible Redemption
The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021, 50,000,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which approximates fair value. The change in the carrying value of Class A common stock subject to possible redemption resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit and Class A common stock.
Franchise Tax Obligation
As a Delaware corporation, the Company’s franchise tax obligation is based on the number of shares of common stock authorized and outstanding. As of September 30, 2021 and December 31, 2020 the Company has recorded franchise taxes payable of $218,310 and $0 respectively. The Company remits these obligations to Delaware annually.
Recently issued accounting standards
In August 2020, the FASB issued Accounting Standards Update (“ASU”)
No. 2020-06,
“Debt—Debt with Conversion and Other Options (Subtopic 470-20)
and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):
Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”),
which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are requ
ired for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The new standard is effective for the Company on January 1, 2024, although early adoption is permitted. The ASU allows the use of the modified retrospective method or the fully retrospective method. The Company is still in the process of evaluating the impact of this new standard; however, the Company does not believe the initial impact of adopting the standard will result in any changes to the Company’s statements of financial position, operations or cash flows. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed consolidated financial statements.
9
MASON INDUSTRIAL TECHNOLOGY, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(As Restated)
NOTE 4 — FAIR VALUE MEASUREMENTS
Financial Assets and Liabilities Measured on a Recurring Basis
Certain assets and liabilities are reported at fair value on a recurring basis. These assets and liabilities include the investments held in Trust Account, and derivative warrant liabilities.
The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis and where they are classified within the fair value hierarchy at September 30, 2021. The Company did not have any assets or liabilities that were measured at fair value on a recurring basis at December 31, 2020.
Fair Value Measurement as of September 30, 2021 |
||||||||||||
Level 1 |
Level 2 |
Level 3 |
||||||||||
| Assets: |
||||||||||||
| Investments held in trust account (1) |
$ | |
$ | — | $ | — | ||||||
| Derivative forward purchase agreements (2) |
$ | — | $ | — | $ | |||||||
| Liabilities: |
||||||||||||
| Derivative warrant liabilities—Public Warrants (3) |
$ | $ | — | $ | — | |||||||
| Derivative warrant liabilities—Private Placement Warrants (4) |
$ | — | $ | — | $ |
|||||||
(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. |
Investments held in Trust Account
.
Derivative warrant liabilities
.
815-40
and are presented within derivative warrant liabilities on the condensed balance sheets. The derivative warrant liabilities were measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statements of operations. Initial Measurement
The estimated fair value of the Public Warrants and the Private Warrants on February 2, 2021 was estimated using a Binomial Lattice and modified Black-Scholes valuation model, respectively. At their initial measurement, the Warrants were classified as Level 3 inputs due to the use of unobservable inputs.
The following table presents information and assumptions used to determine the estimated fair values of the Warrants at the initial measurement date, February 2, 2021, using the pricing models:
February 2, 2021 (Initial Measurement) |
||||
| Strike price |
$ |
|||
| Term (in years) |
||||
| Risk-free rate |
% | |||
| Volatility |
% | |||
| Dividend yield |
% | |||
| Fair value of Public Warrants |
$ |
|||
| Fair value of Private Placement Warrants |
$ |
|||
Subsequent Measurement
The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of September 30, 2021 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker MIT.W. The fair value of the Private Warrants continues to be estimated using a modified Black-Scholes valuation model and is classified as Level 3 due to the use of unobservable inputs.
The following table presents information and assumptions used in the modified Black-Scholes valuation model to determine the estimated fair value of the Private Placement Warrants as of September 30, 2021:
September 30, 2021 |
||||
| Strike price |
$ |
|||
| Term (in years) |
||||
| Risk-free rate |
% | |||
| Volatility |
% | |||
| Dividend yield |
% | |||
| Fair value of Private Placement Warrants |
$ |
|||
10
MASON INDUSTRIAL TECHNOLOGY, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(As Restated)
The following contains additional information regarding the inputs used in the pricing models:
| • | 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. |
The change in fair value of the derivative warrant liabilities through September 30, 2021 is as follows:
Public Warrants |
Private Warrants |
Total Derivative Warrants Liability |
||||||||||
| Derivative warrant liabilities at January 1, 2021 |
$ | $ | $ | |||||||||
| Issuance of Public and Private Warrants (1) |
||||||||||||
| Change in fair value of warrant liabilities |
( |
) | ( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|||||||
| Derivative warrant liabilities at March 31, 2021 |
$ | $ | $ | |||||||||
| Change in fair value of warrant liabilities |
||||||||||||
| |
|
|
|
|
|
|||||||
| Derivative warrant liabilities at June 30, 2021 |
$ | $ | $ | |||||||||
| Change in fair value of warrant liabilities |
( |
) | ( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|||||||
| Derivative warrant liabilities at September 30, 2021 |
$ | $ | $ | |||||||||
| |
|
|
|
|
|
|||||||
| (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 |
Derivative forward purchase agreement
.
815-40
and is presented as a derivative forward purchase agreement asset or liability on the condensed balance sheets. The FPA was measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of forward purchase agreement in the condensed statements of operations. The FPA was valued using an adjusted net assets method, which is considered to be a Level 3 fair value measurement. Under the adjusted net assets method utilized, the aggregate commitment of $80.0 million, pursuant to the FPA, is discounted to present value and compared to the fair value of the common stock and warrants to be issued pursuant to the FPA. The fair value of the common stock and warrants to be issued under the FPA were based on the public trading price of the Units issued in the IPO. The excess (liability) or deficit (asset) of the fair value of the common stock and warrants to be issued compared to the $80.0 million fixed commitment is then reduced to account for the probability of consummation of the Business Combination. The primary unobservable input utilized in determining the fair value of the FPA is the probability of consummation of the Business Combination. As of September 30, 2021, the probability assigned to the consummation of the Business Combination was 90 %, which was determined based on observed success rates of business combinations for special purpose acquisition companies.
The change in fair value of the derivative forward purchase agreement through September 30, 2021 is as follows:
FPA Asset (Liability) |
||||
| Derivative forward purchase agreement at January 1, 2021 |
$ | |||
| Executed forward purchase agreement in connection with IPO |
( |
) | ||
| Change in fair value of the derivative forward purchase agreement |
||||
| |
|
|||
| Derivative forward purchase agreement at March 31, 2021 |
$ |
|||
| Change in fair value of the derivative forward purchase agreement |
||||
| Derivative forward purchase agreement at June 30, 2021 |
$ |
|||
| Change in fair value of the derivative forward purchase agreement |
( |
) | ||
| |
|
|||
| Derivative forward purchase agreement at September 30, 2021 |
$ | |||
| |
|
|||
Fair Value of Other Financial Instruments
The carrying value of cash, accounts payable and accrued expenses are considered to be representative of their respective fair values due to the nature of and short-term maturities of those instruments.
11
MASON INDUSTRIAL TECHNOLOGY, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(As Restated)
NOTE 5 — STOCKHOLDERS’
DEFICIT
Preferred Stock
Class
A Common Stock
If the Company enters into an initial Business Combination, it may (depending on the terms of such an initial Business Combination) be required to increase the number of shares of Class A common stock which the Company is authorized to issue at the same time as the Company’s stockholders vote on the initial Business Combination to the extent the Company seeks stockholder approval in connection with the initial Business Combination.
In addition, 50,000,000 shares of Class A common stock are redeemable upon the consummation of the Company’s initial Business Combination, subject to limitation described in Note 1, . In addition, if the Company is unable to complete the initial Business Combination within the Combination Period, the Company will cease all operations except for the purpose of winding up and redeem the shares of Class A common stock at a , for more information). The Company classified the shares of Class A common stock subject to redemption rights as temporary equity in the event of the consummation of the Company’s initial Business Combination is not solely within the control of the Company.
Description of Organization and Business Operations
per-share
price equal to the aggregate amount then on deposit in the Trust Account, divided by the number of then outstanding Public Shares (see Note 1, Description of Organization and Business Operations
Class
B Common Stock
Related Party Transactions
Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders, except as required by law.
The Sponsor, the Company’s officers and directors entered into a letter agreement with the Company, pursuant to which they agreed (i) to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the initial Business Combination, (ii) to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s certificate of incorporation and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to their Public Shares if the Company fails to complete the initial Business Combination within such time period.
Warrant Liabilities
The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be
non-redeemable
so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company may redeem the Public Warrants (except with respect to the Private Placement Warrants):
| • | in whole and not in part; |
| • | at a price of $ |
| • | at any time during the exercise period; |
| • | upon a minimum of |
| • | if, and only if, the last sale price of the Company’s Class A common stock equals or exceeds $ |
| • | 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. |
12
MASON INDUSTRIAL TECHNOLOGY, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(As Restated)
If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.
The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.
NOTE 6 — RELATED PARTY TRANSACTIONS
Founder Shares
On September 15, 2020, the Sponsor purchased 11,500,000 shares of Class B common stock (the “Founder Shares”) for an aggregate price of $25,000 , or approximately $0.002 per share. The Sponsor has agreed to forfeit up to 1,500,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. On January 28, 2021, the Company effected a stock dividend of 0.125 shares of Class B common stock, resulting in the Sponsor holding an aggregate of 12,937,500 Founder Shares (up to 1,687,500 Founder Shares of which are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised), representing an adjusted purchase price of approximately $0.002 per share. The financial statement has been retroactively restated to reflect the stock dividend.
On January 29, 2021, the Sponsor forfeited 437,500 Founder Shares as a result of the underwriters’ election to partially exercise their over- allotment option.
The Founder Shares are identical to the Class A common stock included in the Units being sold in the IPO except that the Founder Shares automatically convert into shares of Class A common stock at the time of the Company’s initial Business Combination, on a basis, subject to adjustments pursuant to certain anti-dilution rights, and the Founder Shares are subject to certain transfer restrictions.
one-for-one
The Company’s initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 180 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Private Placement
As described
in Note
1,
Description of Organization and Business Operations
, the Company sold Private Placement Warrants simultaneously with the closing of the IPO. Each whole Private Placement Warrant is exercisable for
whole share of the Company’s Class A common stock at a price of $
per share. A portion of the proceeds from the sale of the Private Placement Warrants were added to the proceeds from the IPO to be held in the Trust Account. If the initial Business Combination is not completed within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.
The Private Placement Warrants are 30 days after the completion of the initial Business Combination.
non-redeemable
and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Private Placement Warrants are not transferrable, assignable or salable until Forward Purchase Agreement
As described in Note 1, , the Company entered into an FPA with the Sponsor simultaneously with the closing of the IPO, pursuant to which the Sponsor committed that it will purchase up to 8,000,000 FPA Units, consisting of one share of Class A common stock and 10.00 per unit, or an aggregate amount of up to $80,000,000 , in a private placement that will close concurrently with the closing of the initial Business Combination. In addition, the Sponsor’s commitment under the FPA will be subject to approval, prior to entering into a definitive agreement for the initial Business Combination, of Mason Capital Management LLC, an affiliate of the managing member of the Sponsor. The proceeds from the sale of the FPA Units, together with the amounts available to the Company from the Trust Account (after giving effect to any redemptions of Public Shares) and any other equity or debt financing obtained by the Company in connection with the initial Business Combination, will be used to satisfy the cash requirements of the initial Business Combination, including funding the purchase price and paying expenses and retaining specified amounts to be used by the post-business combination company for working capital or other purposes. To the extent that the amounts available from the Trust Account and other financing are sufficient for such cash requirements, the Sponsor may purchase less than 8,000,000 FPA Units. In addition, the Sponsor’s commitment under the FPA will be subject to approval, prior to entering into a definitive agreement for the initial Business Combination, of Mason Capital Management LLC, an affiliate of the managing member of the Sponsor. The FPA Shares will be identical to the shares of Class A common stock included in the units being sold in this offering, except that they will be subject to transfer restrictions and registration rights. The FPA Warrants will have the same terms as the Private Placement Warrants so long as they are held by the Sponsor or its permitted assignees and transferees.
Description of Organization and Business Operations
one-third
of one warrant to purchase one share13
MASON INDUSTRIAL TECHNOLOGY, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(As Restated)
Consulting Agreement
On May 1, 2021, Mason Capital Management LLC, an affiliate of the managing member of the Sponsor, entered into a two-year (the “Initial Term”) consulting agreement with Philip Whitehead, the Vice Chairman of the Company’s Board of Directors, pursuant to which Mason Capital Management LLC agreed to pay Mr. Whitehead a consulting fee of $250,000 per year in exchange for his consulting services to assist Mason Capital Management LLC in evaluating investment opportunities.
Related Party Loan
The Company’s Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). This Note was September 30, 2021 or the completion of the IPO. The outstanding balance under the Note of $300,000 was repaid in full on February 16, 2021. In order to fund working capital deficiencies or finance transaction costs in connection with the initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1.5 million of the Working Capital Loans may be convertible into warrants, at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. To date, the Company has had no Working Capital Loans outstanding.
non-interest
bearing and payable on the earlier of NOTE 7 — INCOME TAXES
The Company’s provision for income taxes for the three and nine months ended September 30, 2021 is based on the estimated annual effective tax rate, in addition to discrete items. As of September 30, 2021 and December 31, 2020, the Company has provided a valuation allowance against its net deferred tax assets that it believes, based on the weight of available evidence, are not more likely than not to be realized. Therefore, no material current tax liability or expense has been recorded in the condensed financial statements.
NOTE 8 — NET
INCOME (LOSS)
PER COMMON SHAREThe Company has two classes of shares, Class A common stock and Class B common stock. Net income (loss) per common share is computed by dividing net income, on a pro rata basis, by the weighted average number of common shares outstanding for the period.
The Company has not considered the effect of the warrants sold in the IPO and Private Placement to purchase 25,480,001 shares of Class A common stock in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future events. As of September 30, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in earnings of the Company. As a result, diluted net income per common share is the same as basic net income per common share for the periods presented.
14
MASON INDUSTRIAL TECHNOLOGY, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(As Restated)
Reconciliation of Net Income per Common Share
The following table reflects the calculation of basic and diluted net income per common share:
Three Months Ended |
Nine Months Ended |
August 31, 2020 (inception) through |
||||||||||||||||||||||
September 30, 2021 |
September 30, 2021 |
September 30, 2020 |
||||||||||||||||||||||
Class A |
Class B |
Class A |
Class B |
Class A |
Class B |
|||||||||||||||||||
| Basic and diluted net loss per share |
||||||||||||||||||||||||
| Numerator |
||||||||||||||||||||||||
| Allocation of net income |
$ |
$ |
$ |
$ |
$ |
— |
$ |
( |
) | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Denominator |
||||||||||||||||||||||||
| Weighted-average shares outstanding (1) |
— |
|||||||||||||||||||||||
| Basic and diluted net income per share |
$ |
$ |
$ |
$ |
$ |
— | $ |
( |
) | |||||||||||||||
(1) |
The weighted average shares outstanding for the period from August 31, 2020 (inception) through September 30, 2020 excludes an aggregate of up to |
NOTE 9 — COMMITMENTS AND CONTINGENCIES
Registration Rights
Pursuant to a registration rights agreement, dated January 28, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The underwriters were paid a cash underwriting discount of 2.0 % of the gross proceeds of the IPO, or $10.0 million, with an additional fee (the “Deferred Discount”) of 3.5 % of the gross offering proceeds payable upon the Company’s completion of an initial Business Combination. This Deferred Discount of $17.5 million has been recorded as Deferred Underwriting Commissions in the balance sheet as of September 30, 2021. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination.
Note 10 — Class A Common Stock Subject to Possible
Redemption (As Restated)
The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. As of September 30, 2021, there were 50,000,000 shares of Class A common stock outstanding, all of which were subject to possible redemption.
As of September 30, 2021, Class A common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table:
| Gross Proceeds |
$ |
|||
| Less: |
||||
| Offering costs and underwriting fees allocated to Class A common stock subject to possible redemption |
( |
) | ||
| Proceeds allocated to Public Warrants at issuance |
( |
) | ||
| Plus: |
||||
| Accretion on Class A common stock subject to possible redemption amount |
||||
| |
|
|||
| Class A common stock subject to possible redemption |
$ |
|||
| |
|
NOTE 11 — SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.
15
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
References to “we,” “us,” “company” or “our company” are to Mason Industrial Technology, Inc. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
In this Amendment No. 1 (“Amendment No. 1”) to the Quarterly Report on Form 10-Q of Mason Industrial Technology, Inc. (the “Company”) for the quarter ended September 30, 2021, we are restating our unaudited interim financial statements as of September 30, 2021, see Note 2 for additional information.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form
10-Q
includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward- looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other U.S. Securities and Exchange Commission (“SEC”) filings. Overview
We are a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Report as our initial business combination. We consummated our initial public offering on February 2, 2021.
We currently intend to concentrate our efforts in identifying businesses in the industrial technology, advanced materials or specialty chemicals industries (collectively, “Advanced Industrials”). A common theme across these sectors is the application of technology to make industrial processes more profitable, faster, more sustainable, less capital-intensive and less complex. Specifically, we intend to identify businesses that apply innovative technology to engineering, production, assembly and manufacturing. These innovations include a wide range of automation, analytics and productivity tools, as well as control systems, high precision technologies, sustainability technologies, high performance computing and robotics. These technologies enable companies to confront numerous challenges inherent in their daily operations, such as rising wage rates, globalization, increased regulation, higher quality standards, heightened focus on sustainability and tighter timelines. We are also interested in companies that participate in market segments that are adjacent to Advanced Industrials. We believe that there are many potential targets within Advanced Industrials that could become attractive public companies. These potential targets exhibit a broad range of business models and financial characteristics, with enterprise values ranging between $1 billion and $3 billion. They span a wide continuum that includes both high growth emerging companies and mature businesses with established growth profiles, recurring revenues and strong cash flows. They are generally characterized by strong intellectual property, differentiated product offerings, compelling customer value propositions and corporate cultures that are data-driven and innovative.
We are not, however, required to complete our initial business combination with an Advanced Industrials business and, as a result, we may pursue a business combination outside of this industry. We are seeking to acquire mature businesses that we believe are fundamentally sound, yet which could benefit from additional financial, operational, strategic or managerial resources to achieve maximum value potential. We are also targeting earlier stage, yet established, companies that exhibit the potential to disrupt the market segments in which they participate through innovation and which offer the potential of sustained high levels of revenue growth.
Our sponsor is affiliated with and controlled by Mason Capital, a registered investment adviser under the Investment Advisers Act of 1940, as amended, which was established in 2000 and had over $1.4 billion of assets under management as of September 30, 2021.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. All activity from our inception through the date of our IPO, February 2, 2021, was in preparation for our IPO. Since our IPO, our activity has been limited to the evaluation of Business Combination candidates. We do not expect to generate any operating revenues until the closing and completion of our Business Combination. We expect to generate non-operating income in the form of interest income on marketable securities held after the Initial Public Offering. We incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
16
For the three months ended September 30, 2021, we had a net income of $4,218,920, which was primarily driven by a $4,674,534 gain from changes in fair value of derivative warrant liabilities and $7,682 of interest income on marketable securities held in the Trust Account. This was offset by general and administrative expenses of $255,261, $50,000 of franchise tax expense, and $158,035 loss from changes in fair value of the derivative FPA.
For the nine months ended September 30, 2021, we had net income of $16,649,091, which was primarily driven by a $18,374,401 gain from changes in fair value of derivative warrant liabilities, a $462,191 gain from changes in fair value of the derivative FPA, and $20,040 of interest income on marketable securities held in the Trust Account. This was partially offset by $667,878 in general and administrative expense, $218,310 of franchise tax expense, and $1,321,353 of issuance costs attributed to the Warrants.
As described in Note 3, , in “Part 1. Financial Information – Item 1. Financial Statements,” we account for (i) the Warrants issued in connection with our IPO and Private Placement and (ii) the forward purchase agreement as derivative instruments which were initially recorded at their fair value. These derivative instruments are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in our statements of operations.
Summary of Significant Accounting Policies
Liquidity and Capital Resources
Prior to the completion of the IPO, our liquidity needs were satisfied through receipt of $25,000 from the sale of Founder Shares to Mason Industrial Sponsor LLC, or the “Sponsor”.
On February 2, 2021, we consummated the IPO of 50,000,000 Units at a price of $10.00 per Unit generating net proceeds of $472,096,741. Transaction costs were $27,903,259, including $10,000,000 of underwriting fees, $17,500,000 of deferred underwriting fees and $403,259 of other offering costs in connection with the IPO. Simultaneously with the closing of the IPO, we consummated the sale of 8,813,334 Private Placement Warrants to our Sponsor at a price of $1.50 per warrant, generating gross proceeds of $13,220,000. Following the IPO and the sale of the Private Placement Warrants, a total of $500,000,000 was placed in a Trust Account and following the payment of certain transaction expenses.
For the nine months ended September 30, 2021, cash used in operating activities was $1,156,581. Net income of $16,649,091 was impacted by the
non-cash
changes in fair value of the derivative warrant liability and forward purchase agreement of $18,374,401 and $462,191, respectively, and the issuance costs attributed to the warrant liabilities of $1,321,353. Additionally, changes in operating assets and liabilities provided $270,393 of cash used in operating activities. As of September 30, 2021, we had cash and marketable securities in the Trust Account of $500,020,040. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting commissions) to complete our initial Business Combination. We may withdraw interest from the trust account to pay franchise and income taxes. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
As of September 30, 2021, we had cash of $1,402,383 held outside the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
In order to fund working capital deficiencies and/or finance transaction costs in connection with an initial Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial Business Combination, we would repay such loaned amounts. In the event that our initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period.
We believe we have sufficient working capital to meet our needs through the earlier of the consummation of the Business Combination or one year from this filing, and that we will not need to raise additional funds. However, if our estimates of the costs of identifying a target business, undertaking
in-depth
due diligence and negotiating an initial Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination. If we are unable to complete our initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations. 17
Related Party Transactions
Please refer to Note 6, , in “Part 1. Financial Information – Item 1. Financial Statements” for a discussion of our related party transactions.
Related Party Transactions
Critical Accounting Policies and Estimates
Our management makes a number of significant estimates, assumptions and judgments in the preparation of our financial statements. See “Note 3—Summary of Significant Account Policies” in our 2020 Form
10-K,
for a discussion of the estimates and judgments necessary in our accounting for common stock subject to possible redemption, and net income (loss) per common share. Any new accounting policies or updates to existing accounting policies as a result of new accounting pronouncements have been included in the notes to our condensed financial statements contained in this Quarterly Report on Form 10-Q.
The application of our critical accounting policies may require management to make judgments and estimates about the amounts reflected in the condensed financial statements. Management uses historical experience and all available information to make these estimates and judgments. Different amounts could be reported using different assumptions and estimates. Recent Accounting Pronouncements
Please refer to Note 3, , in “Part 1. Financial Information – Item 1. Financial Statements” for a discussion of recent accounting pronouncements and their anticipated effect on our business.
Summary of Significant Accounting Policies
JOBS Act
On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” under the JOBS Act and are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We elected to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for
non-emerging
growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. As an “emerging growth company”, we are not required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of
non-emerging
growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our initial public offering or until we are no longer an “emerging growth company,” whichever is earlier. Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
As of September 30, 2021, we were not subject to any significant market or interest rate risk. The net proceeds of the Initial Public Offering and Over- Allotment, respectively, included in the Trust Account, have been invested in cash and may be invested in U.S. government securities with a maturity of 185 days or less or in money market funds that meet certain conditions under Rule
2a-7
under the Investment Company Act of 1940, as amended, that invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk. We have not engaged in any hedging activities since our inception, and we do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.
Item 4. |
Controls and Procedures |
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended September 30, 2021, as such term is defined in Rules
13a-15(e)
and 15d-15(e)
under the Exchange Act. Based on this evaluation, and in light of the material weakness identified related to accounting for complex financial instruments, as described below, our principal executive officer and principal financial and accounting officer has concluded that during the period covered by this report, our disclosure controls and procedures were not effective as of September 30, 2021. The Company’s management concluded that our control around the interpretation and accounting for certain complex features of the Class A common stock subject to redemption, warrants and the forward purchase agreement issued by the Company was not effectively designed or maintained. This material weakness resulted in the restatement of the Company’s interim financial statements for the quarter ended September 30, 2021. Additionally, this material weakness could result in a misstatement of the warrant liability, accounting for the forward purchase agreement, Class A common stock subject to redemption, and related accounts and disclosures that would result in a material misstatement of the financial statements that would not be prevented or detected on a timely basis.
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
18
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2021 covered by this Quarterly Report on Form
10-Q
that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, with the exception of the below. The Chief Executive Officer and Chief Financial Officer performed additional accounting and financial analyses and other post-closing procedures including consulting with subject matter experts related to the accounting for the Public Warrants, the Private Placement Warrants, the forward purchase agreement, and classification of Class A common stock subject to possible redemption. The Company’s management has expended, and will continue to expend, a substantial amount of effort and resources for the remediation and improvement of our internal control over financial reporting. While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements and other literature for all significant or unusual transactions, we have expanded and will continue to improve these processes to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards.
PART II – OTHER INFORMATION
Item 1. |
Legal Proceedings |
None.
Item 1A. |
Risk Factors. |
As of the date of this Quarterly Report on Form
10-Q,
there have been no material changes to the risk factors disclosed in our annual report on Form 10-K
filed with the SEC on March 17, 2021, except for the below risk factor. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC. Our warrants and forward purchase agreement are accounted for as derivatives and the changes in value of our warrants and forward purchase agreement could have a material effect on our financial results.
On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement governing our warrants. As a result of the SEC Statement, we reevaluated the accounting treatment of (i) our public warrants, (ii) our private placement warrants, and (iii) our forward purchase agreement, and determined to classify the warrants and forward purchase agreement as derivatives measured at fair value, with changes in fair value each period reported in earnings.
As a result, included on our condensed balance sheet as of September 30, 2021 contained elsewhere in this Quarterly Report are derivatives related to embedded features contained within our warrants and forward purchase agreement. Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”), provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting
non-cash
gain or loss related to the change in the fair value being recognized in earnings in the statements of operations. As a result of the recurring fair value measurement, our financial statements and results of operations may fluctuate quarterly, based on factors, which are outside of our control. Due to the recurring fair value measurement, we expect that we will recognize non-cash
gains or losses on our warrants and forward purchase agreement each reporting period and that the amount of such gains or losses could be material. Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
On September 15, 2020, our sponsor purchased 11,500,000 founder shares for an aggregate price of $25,000, or approximately $0.002 per share. On January 28, 2021, we effected a stock dividend of 0.125 shares of founder shares, resulting in our sponsor holding an aggregate of 12,937,500 Founder Shares, representing an adjusted purchase price of approximately $0.002 per share. The financial statements have been retroactively restated to reflect the stock dividend. On January 29, 2021, the Sponsor forfeited 437,500 founder shares, resulting in an aggregate of 12,500,000 Founder Shares outstanding.
In addition, our sponsor purchased from us 8,813,334 private placement warrants at $1.50 per warrant (for a purchase price of $13,220,000). These purchases took place on a private placement basis simultaneously with the completion of our initial public offering. These issuances were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. Our sponsor is an accredited investor for purposes of Rule 501 of Regulation D under the Securities Act.
In connection with the consummation of our initial public offering, our sponsor entered into a forward purchase agreement with us pursuant to which our sponsor committed to purchase from us up to 8,000,000 forward purchase units, consisting of one share of Class A common stock (the “forward purchase shares”) and
one-third
of one warrant to purchase one share of Class A common stock (the “forward purchase warrants”), for $10.00 per unit, or an aggregate amount of up to $80,000,000, in a private placement that will close concurrently with the closing of our initial business combination. In addition, the Sponsor’s commitment under the FPA will be subject to approval, prior to entering into a definitive agreement for the initial Business Combination, of Mason Capital Management LLC, an affiliate of the managing member of the Sponsor. The proceeds from the sale of these forward purchase units, together with the amounts available to us from the trust account (after giving effect to any redemptions of public shares) and any other equity or debt financing obtained by us in connection with the business combination, will be used to satisfy the cash requirements of the business combination, including funding the purchase price and paying expenses and retaining specified amounts to be used by the post-business combination company for working capital or other purposes. To the extent that the amounts available from the trust account and other financing are sufficient for such cash requirements, our sponsor may purchase less than 8,000,000 forward purchase units. In addition, our sponsor’s commitment 19
under the forward purchase agreement will be subject to approval, prior to our entering into a definitive agreement for our initial business combination, of Mason Capital. The forward purchase shares will be identical to the shares of Class A common stock included in the units sold in our initial public offering, except that they will not be transferable, assignable or salable until 30 days after the completion of our initial business combination and will be subject to registration rights. The forward purchase warrants have the same terms as the private placement warrants so long as they are held by our sponsor or its permitted assignees and transferees.
No underwriting discounts or commissions were paid with respect to such sales.
Use of Proceeds
On February 2, 2021, we consummated our initial public offering of 50,000,000 units, including 5,000,000 units from the underwriters’ partial exercise of the over-allotment option, at $10.00 per unit, generating gross proceeds of $500.0 million. Citigroup Global Markets Inc. and Jefferies LLC acted as the representatives of the several underwriters in the initial public offering. The securities sold in the initial public offering were registered under the Securities Act on a registration statement on Form
S-1
(No. 333-252051)
and a registration statement on Form S-1MEF.
The SEC declared the registration statement on Form S-1
effective on January 28, 2021. Substantially concurrently with the closing of the initial public offering, we consummated the private placement to our sponsor of 8,813,334 private placement warrants, at a price of $1.50 per private placement warrant, generating gross proceeds of $13.22 million.
In connection with the initial public offering, we incurred offering costs of approximately $27.9 million (including deferred underwriting commissions of approximately $17.5 million). Other incurred offering costs consisted principally of preparation fees related to the initial public offering. After deducting the underwriting discounts and commissions (excluding the deferred portion, which amount will be payable upon consummation of the initial business combination, if consummated) and the initial public offering expenses, $500.0 million of the net proceeds from our initial public offering and certain of the proceeds from the private placement of the private placement warrants (or $10.00 per unit sold in the initial public offering) was placed in the trust account.
There has been no material change in the planned use of the proceeds from the initial public offering and private placement as is described in our final prospectus related to the initial public offering.
Item 3. |
Defaults Upon Senior Securities |
None.
Item 4. |
Mine Safety Disclosures |
Not applicable.
Item 5. |
Other Information |
None.
Item 6. |
Exhibits. |
| * | Filed herewith. |
| ** | Furnished. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
MASON INDUSTRIAL TECHNOLOGY, INC. | ||||||
| Date: December 8, 2021 | By: | /s/ Derek Satzinger | ||||
| Name: | Derek Satzinger | |||||
| Title: | Chief Financial Officer | |||||
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