Item 4.02
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Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
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On April 12, 2021, the staff (the Staff) of the Securities and Exchange
Commission (the SEC) issued a public statement entitled Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (SPACs) (the Statement).
In the Statement, the Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPACs balance sheet as opposed to equity. Since issuance on
February 2, 2021, the outstanding warrants (Warrants) to purchase common stock of Mason Industrial Technology, Inc. (the Company) were accounted for as equity within the Companys balance sheet, while the
Companys Forward Purchase Agreement (FPA) was not recorded in the Companys balance sheet. After discussion and evaluation, including with the Companys independent auditors, the Company has concluded that its Warrants
and FPA should be presented as liabilities with subsequent fair value remeasurement.
On May 24, 2021, the Audit Committee of the Board of Directors of
the Company concluded, after discussion with the Companys management and consideration of the Staffs views as set forth in the Statement, that the Companys balance sheet as of February 2, 2021 should no longer be relied upon
due to a misapplication of the guidance with respect to accounting for the Companys Warrants and FPA and that the Warrants and FPA should have been presented as liabilities with subsequent fair value measurement.
Similarly, press releases, earnings releases, and investor presentations or other communications describing the Companys balance sheet should no longer
be relied upon. In addition, the audit report of the Companys current independent registered public accounting firm, Marcum LLP (Marcum), included in the Companys Current Report on Form
8-K (the Form 8-K), filed on February 8, 2021 with the SEC, should no longer be relied upon.
The Audit Committee has discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02
with Marcum. Marcum was provided with a copy of the disclosures made herein and was given the opportunity, no later than the day of the filing of this Current Report on Form 8-K, to review these disclosures.
As a result, the Company will reflect the change in accounting treatment in its Quarterly Report on Form 10-Q,
when filed, for the three months ended March 31, 2021.
Cautionary Statements Regarding Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements within the meaning of the safe harbor
provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as believes, expects, intends,
plans, estimates, assumes, may, should, will, seeks, or other similar expressions. Such statements may include, but are not limited to, statements regarding the
Companys intent to restate certain historical financial statements and the timing and impact of the restatement. These statements are based on current expectations on the date of this Form 8-K and
involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or
otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.