Item 1.
Financial Information
MASON INDUSTRIAL TECHNOLOGY, INC.
CONDENSED BALANCE SHEETS
| June 30, 2022 | December 31, 2021 |
| (Unaudited) | (Audited) |
| ASSETS |
| CURRENT ASSETS |
| Cash | $ | 227,091 | $ | 975,393 |
| Prepaid expenses | 352,950 | 522,200 |
| Total current assets | 580,041 | 1,497,593 |
| NONCURRENT ASSETS |
| Cash held in trust account | 500,780,508 | 500,029,521 |
| Other assets | — | 43,517 |
| Derivative forward purchase agreement asset | — | 102,643 |
| Total noncurrent assets | 500,780,508 | 500,175,681 |
| TOTAL ASSETS | $ | 501,360,549 | $ | 501,673,274 |
| LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT |
| CURRENT LIABILITIES |
| Accounts payable and accrued expenses | $ | 10,319 | $ | 206,424 |
| Franchise tax payable | 25,608 | 186,031 |
| Note payable - related party | 300,000 | — |
| Income tax payable | 103,811 | — |
| Total current liabilities | 439,738 | 392,455 |
| LONG-TERM LIABILITIES |
| Deferred underwriting commissions | 17,500,000 | 17,500,000 |
| Derivative warrant liabilities | 3,567,200 | 16,816,800 |
| Derivative forward purchase agreement liability | 181,951 | — |
| Total liabilities | 21,688,889 | 34,709,255 |
| Commitments and Contingencies |
| REEDEMABLE COMMON STOCK |
| Class A common stock subject to possible redemption: 50,000,000 shares as of June 30, 2022 and December 31, 2021, respectively, at redemption value of $ 10.01  per share as of June 30, 2022 and $ 10.00 per share as of December 31, 2021, respectively | 500,390,530 | 500,000,000 |
| STOCKHOLDERS’ DEFICIT |
| Preferred stock, $ 0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | — | — |
| Class A common stock, $ 0.0001 par value; 400,000,000 shares authorized; no shares issued and outstanding (excluding 50,000,000 and 0 shares subject to possible redemption) as of June 30, 2022 and December 31, 2021, respectively | — | — |
| Class B common stock, $ 0.0001 par value; 50,000,000 shares authorized; 12,500,000 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | 1,250 | 1,250 |
| Additional paid-in capital | — | — |
| Accumulated deficit | ( 20,720,120 | ) | ( 33,037,231 | ) |
| Total stockholders’ deficit | ( 20,718,870 | ) | ( 33,035,981 | ) |
| TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT | $ | 501,360,549 | $ | 501,673,274 |

The accompanying notes are an integral part of these unaudited condensed financial statements.
1
| Three months ended June 30, | Six months ended June 30, |
| 2022 | 2021 | 2022 | 2021 |
| OPERATING EXPENSES |
| General and administrative expenses | $ | 280,581 | $ | 303,740 | $ | 804,405 | $ | 412,617 |
| Franchise tax expense | 50,136 | 50,000 | 100,136 | 168,310 |
| Total operating expenses | ( 330,717 | ) | ( 353,740 | ) | ( 904,541 | ) | ( 580,927 | ) |
| OTHER INCOME (EXPENSE) |
| Interest income on marketable securities held in Trust Account | 710,178 | 7,599 | 750,987 | 12,358 |
| Underwriting discounts and offering costs attributed to derivative warrant liabilities | — | — | — | ( 1,321,353 | ) |
| Change in fair value of derivative warrant liabilities | 4,841,200 | ( 5,205,067 | ) | 13,249,600 | 13,699,867 |
| Change in fair value of derivative forward purchase agreement | 146,615 | 258,095 | ( 284,594 | ) | 620,226 |
| Total other income (expense) | 5,697,993 | ( 4,939,373 | ) | 13,715,993 | 13,011,098 |
| NET INCOME (LOSS) BEFORE INCOME TAX | 5,367,276 | ( 5,293,113 | ) | 12,811,452 | 12,430,171 |
| Income tax expense | 103,811 | — | 103,811 | — |
| NET INCOME (LOSS) | $ | 5,263,465 | $ | ( 5,293,113 | ) | $ | 12,707,641 | $ | 12,430,171 |
| Basic and diluted weighted average shares outstanding, Class A common stock | 50,000,000 | 50,000,000 | 50,000,000 | 41,160,221 |
| Basic and diluted net income (loss) per share, Class A common stock | $ | 0.08 | $ | ( 0.08 | ) | $ | 0.20 | $ | 0.23 |
| Basic and diluted weighted average shares outstanding, Class B common stock | 12,500,000 | 12,500,000 | 12,500,000 | 12,567,680 |
| Basic and diluted net income (loss) per share, Class B common stock | $ | 0.08 | $ | ( 0.08 | ) | $ | 0.20 | $ | 0.23 |

| Additional | Total |
| Class B Common Stock | Paid-in | (Accumulated | Stockholders’ |
| Shares | Amount | Capital | Deficit) | Deficit |
| Balance—December 31, 2021 | 12,500,000 | $ | 1,250 | $ | — | $ | ( 33,037,231 | ) | $ | ( 33,035,981 | ) |
| Net income | — | — | — | 7,444,176 | 7,444,176 |
| Balance—March 31, 2022 | 12,500,000 | $ | 1,250 | $ | — | $ | ( 25,593,055 | ) | $ | ( 25,591,805 | ) |
| Remeasurement of Class A common stock subject to possible redemption | — | — | — | ( 390,530 | ) | ( 390,530 | ) |
| Net income | — | — | — | 5,263,465 | 5,263,465 |
| Balance—June 30, 2022 | 12,500,000 | $ | 1,250 | $ | — | $ | ( 20,720,120 | ) | $ | ( 20,718,870 | ) |
| Additional | Total |
| Class B Common Stock | Paid-in | (Accumulated | Stockholders’ |
| Shares | Amount | Capital | Deficit) | Deficit |
| Balance—December 31, 2020 | 12,937,500 | $ | 1,294 | $ | 23,706 | $ | ( 83,334 | ) | $ | ( 58,334 | ) |
| Forfeiture of Founder Shares (1) | ( 437,500 | ) | ( 44 | ) | 44 | — | — |
| Initial classification of derivative forward purchase agreement | — | — | ( 327,414 | ) | — | ( 327,414 | ) |
| Remeasurement of Class A common stock subject to possible redemption | — | — | 303,664 | ( 50,385,572 | ) | ( 50,081,908 | ) |
| Net income | — | — | — | 17,723,284 | 17,723,284 |
| Balance—March 31, 2021 | 12,500,000 | $ | 1,250 | $ | — | $ | ( 32,745,622 | ) | $ | ( 32,744,372 | ) |
| Net loss | — | — | — | ( 5,293,113 | ) | ( 5,293,113 | ) |
| Balance—June 30, 2021 | 12,500,000 | $ | 1,250 | $ | — | $ | ( 38,038,735 | ) | $ | ( 38,037,485 | ) |
| (1) | On January 29, 2021 the Sponsor forfeited 437,500 Founder Shares as a result of the underwriters election to partially exercise their overallotment option. |

| Six months ended June 30, |
| 2022 | 2021 |
| CASH FLOWS FROM OPERATING ACTIVITIES |
| Net income | $ | 12,707,641 | $ | 12,430,171 |
| Adjustments to reconcile net income to net cash used in operating activities: |
| Interest earned on cash held in Trust Account | ( 750,987 | ) | ( 12,358 | ) |
| Underwriting discounts and transaction costs attributed to warrant liability | — | 1,321,353 |
| Change in fair value of derivative liabilities | ( 13,249,600 | ) | ( 13,699,867 | ) |
| Change in fair value of derivative forward purchase agreement | 284,594 | ( 620,226 | ) |
| Changes in operating assets and liabilities: |
| Prepaid expenses | 169,250 | ( 257,558 | ) |
| Accounts payable and accrued expenses | ( 196,105 | ) | ( 72,784 | ) |
| Other Assets | 43,517 | ( 304,616 | ) |
| Franchise tax payable | ( 160,423 | ) | 168,310 |
| Income tax payable | 103,811 | — |
| Net cash used in operating activities | ( 1,048,302 | ) | ( 1,047,575 | ) |
| CASH FLOWS FROM INVESTING ACTIVITIES |
| Investment of cash in Trust Account | — | ( 500,000,000 | ) |
| Net cash used in investing activities | — | ( 500,000,000 | ) |
| CASH FLOW FROM FINANCING ACTIVITIES |
| Proceeds from sale of Units, net of underwriting discounts paid | — | 489,596,740 |
| Proceeds from sale of Private Placement Warrants | — | 13,220,000 |
| Proceeds received from related party working capital loan | 300,000 | — |
| Repayment of note payable – related party | ( 300,000 | ) |
| Payment of offering costs | — | ( 125,000 | ) |
| Net cash provided by financing activities | 300,000 | 502,391,740 |
| NET CHANGE IN CASH | ( 748,302 | ) | 1,344,165 |
| CASH, BEGINNING OF PERIOD | 975,393 | 167,224 |
| CASH, END OF PERIOD | $ | 227,091 | $ | 1,511,389 |
| SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES |
| Initial classification of derivative liability | $ | — | $ | 36,720,001 |
| Initial classification of derivative forward purchase agreement | $ | — | $ | ( 327,414 | ) |
| Initial value of common stock subject to possible redemption | $ | — | $ | 500,000,000 |
| Remeasurement of Class A common stock subject to possible redemption | $ | 390,530 | $ | 50,281,408 |
| Deferred underwriting fees charged to additional paid-in capital | $ | — | $ | 17,500,000 |

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 June 30, 2022, the Company had not commenced any operations. All activity through June 30, 2022, 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 8, Commitments and Contingencies, for more information). Public Warrants Each Unit consists of one share of Class A common stock and 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 $ 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 20-trading-day 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. 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 IPO 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. 5 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, Related Party Transactions, 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. 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 one-third of one warrant to purchase one share of Class A common stock (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, Related Party Transactions, 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 the IPO, 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. 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 on February 2, 2021, $ 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 held in the Trust Account are invested 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 Investment 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 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 Period”) or (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. 6 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 NYSE 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. 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) (Note 3, Fair Value Measurements) 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 acquired shares of Class A common stock in the IPO or acquires such shares 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. 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. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and search for a target company, the specific impacts are not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 7
In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Liquidity and Capital Resources As of June 30, 2022 and December 31, 2021, the Company had $ 227,091 and $ 975,393 in cash not held in the Trust Account and available for working capital purposes, respectively. The Company believes it will need to raise additional funds in order to meet the expenditures required for operating the business. 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 the Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. Going Concern In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements—Going Concern, the Company has until February 2, 2023, to consummate an initial business combination. It is uncertain that the Company will be able to consummate an initial business combination by this time. If an initial business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Additionally, the Company may not have sufficient liquidity to fund the working capital needs of the Company through one year from the issuance of these financial statements. Management has determined that the liquidity condition and mandatory liquidation, should an initial business combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 2, 2023. The Company’s sponsor, officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. NOTE 2 — 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, 2021 (the “2021 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 2021 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. 8 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, (3) the measurement of convertible notes, and (4) 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 t have any cash equivalents as of June 30, 2022 and December 31, 2021. The Company’s cash balances held at commercial banks may at times exceed the Federal Deposit Insurance Corporation limit. The Company has not experienced any credit losses to date. Cash held in Trust Account At June 30, 2022 and December 31, 2021, the Company had approximately $ 500.8 million and $ 500.0 million in cash held in the Trust Account that were held in U.S. Treasury Bills, respectively. 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 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 over-the-counter forwards, swaps, and options. 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. Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist 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 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 derivative instruments as either equity-classified or liability-classified instruments based on an assessment of the instruments specific terms and applicable authoritative guidance in ASC 480, Distinguishing liabilities from equity (“ASC 480”), and ASC 815, Derivatives and hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments 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 instruments issuance and as of each subsequent reporting period end date while the instruments are outstanding. 9
The Company evaluated the Public Warrants, the Private Placement Warrants, Over-allotment option, and the FPA (which are discussed in Note 3, Fair Value Measurements, Note 4, Stockholders’ Deficit and Note 6, Related Party Transactions) in accordance with ASC 815-40, Contracts in an entity’s own equity (“ASC 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 Warrant’s, Over-allotment option, and FPA meet the definition of a derivative as contemplated in ASC 815, the Warrants, Over-allotment option, and FPA were measured at fair value at inception (on the date of the IPO) and recorded as assets or liabilities on the balance sheets. The Warrants, Over-allotment option, and FPA are subject to remeasurement at each reporting date until exercised in accordance with ASC 820, Fair Value Measurement (“ASC 820”), with changes in fair value recognized on the statements of operation in the period of change. Subsequent to becoming publicly traded on March 22, 2021, the fair value of the Public Warrants was determined based on their quoted trading price. The fair value of Private Warrants was determined based on the quoted trading price of the Public Warrants. Prior to June 30, 2022, Private Placement Warrants were estimated using a modified Black-Scholes valuation mode. Prior to being publicly traded, the fair value of the Public Warrants was estimated using a Binomial Lattice valuation model, while the fair value of the Over-allotment option and FPA are estimated using a modified Black-Scholes and adjusted net assets valuation model, respectively. See Note 3, Fair Value Measurements, for more information regarding the methods used to fair value the derivative liabilities and the FPA. Allocation of Issuance costs The Company accounts for the allocation of its issuance costs to its Warrants using the guidance in ASC 470-20, Debt with conversion and other options (“ASC 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 $ 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 Public Warrants in the amount of $ 26,581,907 and $ 1,321,353 , respectively. Issuance costs attributed to the Public Warrants were expensed during the first quarter of 2021 to the 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 June 30, 2022 and December 31, 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 balance sheets, respectively. Immediately upon the closing of the IPO, the Company recognized the remeasurement 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), 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 June 30, 2022 and December 31, 2021, the Company has recorded franchise taxes payable of $ 25,608 and $ 186,031 , respectively. 10 Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of June 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was 1.93 % and 0.00 % for the three months ended June 30, 2022 and 2021, respectively, and 0.81 % and 0.00 % for the six months ended June 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21 % for the three months and six months ended June 30, 2022 and 2021, due to changes in fair value in derivative warrant liabilities and derivative forward purchase agreements. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (loss) Per Common Share The 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 (loss) income, on a pro rata basis, by the weighted average number of common shares outstanding for the period. The Company applies the two- class method in calculating earnings per share. Remeasurement associated with the redeemable Class A common stock is excluded from net income (loss) per common share as the redemption value approximates fair value. 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 (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events. As of June 30, 2022, and December 31, 2021, the Company did no t have any other 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. 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 required 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 financial statements. NOTE 3 — 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, the derivative forward purchase agreement, and derivative liabilities. 11
| Fair Value Measured as of June 30, 2022 |
| Level 1 | Level 2 | Level 3 |
| Assets: |
| Investments held in Trust Account (1) | $ | 500,780,580 | $ | — | $ | — |
| Liabilities: |
| Derivative forward purchase agreements (2) | $ | — | $ | — | $ | 181,951 |
| Derivative warrant liabilities - Public Warrants (3) | $ | 2,333,333 | $ | — | $ | — |
| Derivative warrant liabilities - Private Placement Warrants (4) | $ | — | $ | — | $ | 1,233,867 |
| Fair Value Measured as of December 31, 2021 |
| Level 1 | Level 2 | Level 3 |
| Assets: |
| Investments held in Trust Account (1) | $ | 500,029,521 | $ | — | $ | — |
| Derivative forward purchase agreements (2) | $ | — | $ | — | $ | 102,643 |
| Liabilities: |
| Derivative warrant liabilities - Public Warrants (3) | $ | 11,000,000 | $ | — | $ | — |
| Derivative warrant liabilities - Private Placement Warrants (4) | $ | — | $ | — | $ | 5,816,800 |
| (1) | The fair value of investments in Trust Account was based on the quoted market price. |
| (2) | The fair value of derivative forward purchase agreement was based on the forward price formula. |
| (3) | The fair value of derivative liabilities – Public Warrants was based on the quoted market price for MIT.W as of the reporting date. |
| (4) | The fair value of derivative liabilities – Private Placement Warrants was based on the quoted market price for MIT.W as of June 30, 2022 and a modified Black-Scholes model as of December 31, 2021. |
| Total Derivative |
| Public Warrants | Private Warrants | Warrants Liability |
| Derivative warrant liabilities at January 1, 2022 | $ | 11,000,000 | $ | 5,816,800 | $ | 16,816,800 |
| Change in fair value of warrant liabilities | ( 5,500,000 | ) | ( 2,908,400 | ) | ( 8,408,400 | ) |
| Derivative warrant liabilities at March 31, 2022 | 5,500,000 | 2,908,400 | 8,408,400 |
| Change in fair value of warrant liabilities | ( 3,166,667 | ) | ( 1,674,533 | ) | ( 4,841,200 | ) |
| Derivative warrant liabilities at June 30, 2022 | $ | 2,333,333 | $ | 1,233,867 | $ | 3,567,200 |
| FPA Asset (Liability) |
| Derivative forward purchase agreement at January 1, 2022 | $ | 102,643 |
| Change in fair value of the derivative forward purchase agreement | ( 431,209 | ) |
| Derivative forward purchase agreement at March 31, 2022 | ( 328,566 | ) |
| Change in fair value of the derivative forward purchase agreement | 146,615 |
| Derivative forward purchase agreement at June 30, 2022 | $ | ( 181,951 | ) |

| • | in whole and not in part; |
| • | at a price of $ 0.01 per warrant; |
| • | at any time during the exercise period; |
| • | upon a minimum of 30 days’ prior written notice of redemption; and |
| • | if, and only if, the last sale price of the Company’s Class A common stock equals or exceeds $ 18.00 per share for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
| • | If, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants. |
| • | in whole and not in part; |
| • | at $ 0.10 per warrant; |
| • | upon not less than 30 days’ prior written notice of redemption to each warrant holder, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive a certain number of shares of Class A common stock, based on the fair market value of the Company’s Class A common stock; |
| • | if, and only if, the closing price of Class A common stock equals or exceeds $ 10.00 per share for any 20 trading days within the 30 - trading day period ending three trading days before the notice of redemption is sent to the warrant holders; and |
| Gross proceeds | $ | 500,000,000 |
| Less: |
| Offering costs and underwriting fees allocated to Class A common stock subject to possible redemption | ( 26,781,408 | ) |
| Proceeds allocated to Public Warrants at issuance | ( 23,500,000 | ) |
| Plus: |
| Remeasurement to Class A common stock subject to possible redemption amount | 50,281,408 |
| Class A common stock subject to possible redemption - December 31, 2021 | 500,000,000 |
| Plus: |
| Remeasurement to Class A common stock subject to possible redemption amount | 390,530 |
| Class A common stock subject to possible redemption - June 30, 2022 | $ | 500,390,530 |

| Three months ended June 30, |
| 2022 | 2021 |
| Class A | Class B | Class A | Class B |
| Basic and diluted net income (loss) per share |
| Numerator |
| Allocation of net income (loss) | $ | 4,210,772 | $ | 1,052,693 | $ | ( 4,234,490 | ) | $ | ( 1,058,623 | ) |
| Denominator |
| Weighted-average shares outstanding | 50,000,000 | 12,500,000 | 50,000,000 | 12,500,000 |
| Basic and diluted Net income (loss) per share | $ | 0.08 | $ | 0.08 | $ | ( 0.08 | ) | $ | ( 0.08 | ) |

| Six months ended June 30, |
| 2022 | 2021 |
| Class A | Class B | Class A | Class B |
| Basic and diluted net income per share |
| Numerator |
| Allocation of net income | $ | 10,166,113 | $ | 2,541,528 | $ | 9,522,587 | $ | 2,907,584 |
| Denominator |
| Weighted-average shares outstanding | 50,000,000 | 12,500,000 | 41,160,221 | 12,567,680 |
| Basic and diluted net income per share | $ | 0.20 | $ | 0.20 | $ | 0.23 | $ | 0.23 |

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.
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.
18
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 Annual 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 a 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 $1.3 billion of assets under management as of June 30, 2022. 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 IPO. 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. Comparison of the three months ended June 30, 2022 versus June 30, 2021 For the three months ended June 30, 2022, we had a net income of $5,263,465 which was primarily driven by a $4,841,200 gain from changes in fair value of derivative liabilities, $710,178 of interest income on marketable securities held in the Trust Account, and a $146,615 gain from change in fair value of the derivative FPA. This was offset by general and administrative expenses of $280,581, $103,811 of income tax expense, and $50,136 of franchise tax expense. For the three months ended June 30, 2021, we had a net loss of $5,293,113, which was primarily driven by a $5,205,067 loss from changes in fair value of derivative liabilities, general and administrative expenses of $303,740, and franchise tax of $50,000. The expenses were partially offset by a $258,095 gain from changes in fair value of the derivative FPA, and $7,599 of interest income on marketable securities held in the Trust Account. Comparison of the six months ended June 30, 2022 versus June 30, 2021 For the six months ended June 30, 2022, we had a net income of $12,707,641 which was primarily driven by a $13,249,600 gain from changes in fair value of derivative liabilities, and $750,987 of interest income on marketable securities held in the Trust Account. This was offset by general and administrative expenses of $804,405, $103,811 of income tax expense, $100,136 of franchise tax expense, and $284,594 loss from changes in fair value of the derivative FPA. 19
| Six Months Ended June 30, |
| 2022 | 2021 | Change |
| Net cash used in operating activities | $ | (1,048,302 | ) | $ | (1,047,575 | ) | $ | (727 | ) |
| Net cash used in investing activities | $ | — | $ | (500,000,000 | ) | $ | 500,000,000 |
| Net cash provided by financing activities | $ | 300,000 | $ | 502,391,740 | $ | (502,091,740 | ) |

For the six months ended June 30, 2022, cash used in operating activities was $1,048,302. Net income of $12,707,641 was impacted by the non-cash changes in fair value of the derivative liabilities of $13,249,600 and forward purchase agreement of $284,594, as well as the interest earned on cash held in trust account of $750,987. Additionally, changes in operating assets and liabilities provided $39,950 of cash used in operating activities. For the six months ended June 30, 2021, cash used in operating activities was $1,047,575. Net income of $12,430,171 was impacted by the non-cash changes in fair value of the derivative warrant liability and forward purchase agreement of $13,699,867 and $620,226, respectively, issuance costs attributed to the warrant liabilities of $1,321,353, and interest earned on cash held in the trust account of $12,358. Additionally, changes in operating assets and liabilities provided $466,648 of cash used in operating activities. 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. As of June 30, 2022, we had $300,000 of such loans outstanding. As of June 30, 2022 and December 31, 2021, the Company had $227,091 and $975,393 in cash not held in the Trust Account and available for working capital purposes, respectively. The Company believes it will need to raise additional funds in order to meet the expenditures required for operating the business. 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 the Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements—Going Concern, the Company has until February 23, 2023, to consummate an initial business combination. It is uncertain that the Company will be able to consummate an initial business combination by this time. If an initial business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Additionally, the Company may not have sufficient liquidity to fund the working capital needs of the Company through one year from the issuance of these financial statements. Management has determined that the liquidity condition and mandatory liquidation, should an initial business combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 2, 2023. The Company’s sponsor, officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Related Party Transactions Please refer to Note 6, Related Party Transactions, in “Part 1. Financial Information – Item 1. Financial Statements” for a discussion of our 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 2 —Summary of Significant Account Policies” in our 2021 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 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. 21
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
Not required for smaller reporting companies.
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 June 30, 2022, 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 June 30, 2022.
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, the forward purchase agreement, the over allotment option, and the warrants issued by the Company was not effectively designed or maintained. This material weakness resulted in a material error in our accounting for these complex financial instruments and restatements of each of the Company’s interim financial statements on Form 10-Q/A during the year ended December 31, 2021.
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.
22
| • | We have expanded and improved our review process for complex securities and related accounting standards. |
| • | We have increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. |
| • | We have also retained the services of a valuation expert to assist in valuation analysis of the Warrants on a quarterly basis. |
| • | We are establishing additional monitoring and oversight controls designed to ensure the accuracy and completeness of our financial statements and related disclosures. |

Item 1.
Legal Proceedings
None.
PART II – OTHER INFORMATION
Item 1A.
Risk Factors.
As of the date of this Quarterly Report on Form 10-Q, except for the below, 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 30, 2022 and in our Quarterly Report on Form 10-Q for the period ended March 31, 2022. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.
If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.
If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including restrictions on the nature of our investments and restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination. In addition, we may have imposed upon us burdensome requirements, including registration as an investment company, adoption of a specific form of corporate structure and reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.
On March 30, 2022, the SEC issued proposed rules relating to, among other matters, the extent to which blank check companies like our company could become subject to regulation under the Investment Company Act. The SEC’s proposed rule under the Investment Company Act would provide a safe harbor from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that the company satisfies certain conditions that limit a company’s duration, asset composition, business purpose and activities. The duration component of the proposed safe harbor rule would require a company like our company to file a report on Form 8-K with the SEC announcing that it has entered into an agreement with the target company (or companies) to engage in an initial business combination no later than 18 months after the effective date of the registration statement for the initial public offering. The company would then be required to complete its initial business combination no later than 24 months after the effective date of its registration statement for its initial public offering.
If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to consummate our initial business combination.
Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results of operations.
We are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application also may change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business and results of operations.
On March 30, 2022, the SEC issued proposed rules relating to, among other items, enhancing disclosures in business combination transactions involving SPACs and private operating companies; amending the financial statement requirements applicable to transactions involving shell companies; effectively limiting the use of projections in SEC filings in connection with proposed business combination transactions; increasing the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940. These rules, if adopted, whether in the form proposed or in revised form, may materially adversely affect our ability to negotiate and complete our initial business combination and may increase the costs and time related thereto.
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3.
Defaults Upon Senior Securities
None.
Item 4.
Mine Safety Disclosures
Not applicable.
Item 5.
Other Information
None.
23
Item 6.
Exhibits.
| ExhibitNumber | Description |
| 31.1* | Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2* | Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1* | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2* | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 101.INS* | XBRL Instance Document |
| 101.SCH* | XBRL Taxonomy Extension Schema Document |
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document |
| 104* | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |

| * | Filed herewith. |

| ** | Furnished. |

| MASON INDUSTRIAL TECHNOLOGY, INC. |
| Date: August 11, 2022 | By: | /s/ Derek Satzinger |
| Name: | Derek Satzinger |
| Title: | Chief Financial Officer |


Question: What is the percentage change in net income between the three months ended June 2022 and the same period in the previous year in %?

Python solution:
def solution():
     #Define variables name and value

    net_income_june_2022 = 5_263_465 # Net Income for June 2022
    net_income_june_2021 = -5_293_113 # Net Income for June 2021

    #Do math calculation to get the answer
    percentage_change = ((net_income_june_2022 - net_income_june_2021) / abs(net_income_june_2021)) * 100
    answer = percentage_change
    return answer


Answer: 199.4398759293