All statements other than statements of historical fact included in this Annual
Report including, without limitation, statements under "Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations"
regarding the Company's financial position, business strategy and the plans and
objectives of management for future operations, are forward-looking statements.
When used in this Annual Report, words such as "anticipate," "believe,"
"estimate," "expect," "intend" and similar expressions, as they relate to us or
the Company's management, identify forward-looking statements. Such
forward-looking statements are based on the beliefs of management, as well as
assumptions made by, and information currently available to, the Company's
management. Actual results could differ materially from those contemplated by
the forward-looking statements as a result of certain factors detailed in our
filings with the SEC.

The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with the financial statements and the
notes thereto contained elsewhere in this Annual Report. Certain information
contained in the discussion and analysis set forth below includes
forward-looking statements that involve risks and uncertainties.

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 $1.7 billion of assets under management as
of December 31, 2021.

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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.

For the year ended December 31, 2021, we had net income of $17,631,175, which
was primarily driven by a $20,102,701 gain from changes in fair value of
derivative liabilities, $430,057 gain from changes in fair value of the
derivative FPA, and $29,521 of interest income on marketable securities held in
the Trust Account. This was partially offset by $1,423,720 of general and
administrative expenses, $1,321,353 of issuance costs attributable to derivative
liabilities, and $186,031 of franchise tax expense.

For the year ended December 31, 2020, we had a net loss of $83,334, which was driven by general and administrative expenses of $83,334.

As described in Note 2,


 Summary of Significant Accounting Policies
, in the financial statements included elsewhere in this report, 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.

Liquidity and Capital Resources



As of December 31, 2021, we had cash of $975,393 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.

As of December 31, 2021, we had cash and marketable securities in the Trust
Account of $500,029,521. 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.

Material cash requirements

As of December 31, 2021, we do not have any debt, lease obligations or other capital commitments.



The underwriters are entitled to deferred fee of 3.5% of the gross proceeds of
the IPO, or $17.5 million. The deferred fee will become payable to the
underwriters from the amounts held in the trust account solely in the event that
we complete our initial business combination.

Sources of cash



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". In addition, we drew $300,000 on an unsecured and
non-interest-bearing
promissory note from our 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.

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Uses of cash

                                                                 August 31, 2020
                                       Year Ended              (inception) through
                                    December 31, 2021           December 31, 2020               Change
Net cash used in operating
activities                         $        (1,858,013 )      $               (8,334 )      $   (1,849,679 )
Net cash used in investing
activities                         $      (500,000,000 )      $                   -         $ (500,000,000 )
Net cash provided by financing
activities                         $       502,666,182        $

175,558 $ 502,490,624




For the year ended December 31, 2021, cash used in operating activities was
$1,858,013. Net income of $17,631,175 was impacted by
the non-cash
changes in fair value of the derivative liabilities and forward purchase
agreement of $20,102,701 and $430,057, respectively, the issuance costs
attributed to the derivative liabilities of $1,321,353. Additionally, changes in
operating assets and liabilities provided $248,262 of cash used in operating
activities, and interest earned on marketable securities held in the Trust
Account of $29,521. Cash used in investing activities was impacted by
$500,000,000 of cash invested in the trust account. Cash provided by financing
activities was impacted by $489,746,182 of proceeds from the sale of units, net
of underwriting discounts paid, and $13,220,000 of proceeds from the sale of
private placement warrants partially offset by $300,000 repayment of the related
party note to our Sponsor.

For the period from August 31, 2020 (inception) through December 31, 2020, cash
used in operating activities was $8,334. Net loss of $83,334 was impacted by
changes in operating assets and liabilities provided $75,000 of cash used in
operating activities. Cash provided by financing activities was $175,558 for the
period from August 31, 2020 (inception) through December 31, 2020, and was
impacted by $300,000 of proceeds from issuance of a related party note, $25,000
of proceeds from issuance of Class B common stock partially offset by $149,442
in payments of deferred offering costs.

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 December 31, 2021, we had no such loans outstanding.

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 23, 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.

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Related Party Transactions

Please refer to Note 6,
 Related Party Transactions
, to our financial statements included elsewhere in this report for a discussion
of our related party transactions.

Critical Accounting Policies and Estimates



Our financial statements are prepared in accordance with GAAP. In applying GAAP,
we make significant estimates and judgments that affect our reported amounts of
assets, liabilities, and expenses, as well as disclosure of contingent assets
and liabilities. We believe that our accounting estimates and judgments are
reasonable when made, but in many instances, alternative estimates and judgments
would also be acceptable. In addition, changes in the accounting estimates are
reasonably likely to occur from period to period. Accordingly, actual results
could differ significantly from our estimates. To the extent that there are
material differences between these estimates and actual results, our financial
condition or results of operations will be affected. We base our estimates on
historical experience and other assumptions that we believe are reasonable, and
we evaluate these estimates on an ongoing basis. We refer to accounting
estimates of this type as critical accounting policies and estimates, which are
discussed further below.

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
liabilities as either equity-classified or liability-classified instruments
based on an assessment of the derivative liabilitie's specific terms and
applicable authoritative guidance in Accounting Standards Codification ("ASC")
480,
Distinguishing liabilities from equity
("ASC 480"), and ASC 815,
Derivatives and hedging
("ASC 815"). The assessment considers whether the derivative liabilities are
freestanding financial instruments pursuant to ASC 480, meet the definition of a
liability pursuant to ASC 480, and whether the derivative liabilities meet all
of the requirements for equity classification under ASC 815, including whether
the derivative liabilities 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 derivative liability
issuance and as of each subsequent reporting period end date while the
derivative liabilities are outstanding.

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 Warrants, 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. 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, Private Placement Warrants,
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.

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 December 31,
2021 and 2020, 50,000,000 and 0 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.
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) and accumulated deficit and Class A common
stock.

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Net Income (Loss) Per Common Share
. Net income (loss) per share of common stock is computed by dividing net income
(loss), on a pro rata basis, by the weighted average number of common shares
outstanding during the period. We apply the
two-class
method in calculating earnings per share. The remeasurement associated with the
redeemable shares of Class A common stock is excluded from earnings per share as
the redemption value approximates fair value.

As of December 31, 2021 and 2020, we had outstanding warrants to purchase of up
to 25,480,001 and 0 shares of Class A common stock, respectively. The weighted
average of these shares was excluded from the calculation of diluted net income
(loss) per share of common stock since the exercise of the warrants is
contingent upon the occurrence of future events. As of December 31, 2021, we 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 our
earnings.

Recent Accounting Pronouncements



Please refer to Note 2,
Summary of Significant Accounting Policies
, to the financial statements included elsewhere in this report for a discussion
of recent accounting pronouncements and their anticipated effect on our
business.

Going Concern



In connection with the Company's assessment of going concern considerations in
accordance with 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 23, 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.

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.

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