TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo October 23, 2020 Edward A. Rose, III Chief Executive Officer Mason Industrial Technology, Inc. 110 E. 59th Street New York, NY 10022 Re: Mason Industrial Technology, Inc. Draft Registration Statement on Form S-1 Submitted September 28, 2020 CIK No. 0001826058 Dear Mr. Rose: We have reviewed your draft registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to these comments and your amended draft registration statement or filed registration statement, we may have additional comments. Draft Registration Statement on Form S-1 submitted September 28, 2020 Provisions in our amended and restated certificate of incorporation may limit our stockholders ability to obtain a favorable judicial forum, page 71 1. We note that your forum selection provision discussed in this risk factor and on page 149 identifies the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any derivative action. Please disclose whether this provision applies to actions arising under the Securities Act or Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by Edward A. Rose, III Mason Industrial Technology, Inc. October 23, 2020 Page 2 the Securities Act or the rules and regulations thereunder. If the provision applies to Securities Act claims, please also revise your prospectus to state that there is uncertainty as to whether a court would enforce such provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. If this provision does not apply to actions arising under the Securities Act or Exchange Act, please also ensure that the exclusive forum provision in the governing documents states this clearly. You may contact Wei Lu, Staff Accountant, at 202-551-3725 or Ethan Horowitz, Accounting Branch Chief, at 202-551-3311 if you have questions regarding comments on the financial statements and related matters. Please contact Kevin Dougherty, Staff Attorney, at 202-551-3271 or, in his absence, Timothy S. Levenberg, Special Counsel, at 202-551-3707 with any other questions. Sincerely, FirstName LastNameEdward A. Rose, III Division of Corporation Finance Comapany NameMason Industrial Technology, Inc. Office of Energy & Transportation October 23, 2020 Page 2 cc: Gregory P. Patti, Jr., Esq. FirstName LastName