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United States securities and exchange commission logo
January 27, 2021
Theodore Koenig
Chairman and Chief Executive Officer
MCAP Acquisition Corp
311 South Wacker Drive
Suite 6400
Chicago, IL 60606
Re: MCAP Acquisition
Corp
Draft Registration
Statement on Form S-1
Filed December 31,
2020
CIK No. 0001838672
Dear Mr. Koenig:
We have reviewed your
draft registration statement and have the following comments.
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
Cover Page
1. We note the discussion
of the indication of interest by Monroe Capital, LLC. Please
indicate whether there
is an agreement with Monroe Capital and, if so, file it as an
exhibit. We also note
the statement that you "can leverage Monroe Capital s robust
originating platform."
With respect to competitive advantages you believe you have by
virtue of Monroe's
employees, technology and other resources, please revise to clearly
describe the
arrangement, agreement or understanding with respect to Monroe's
obligations or intent,
if any, to provide such resources. If there are no arrangements,
agreements or
understandings please clarify why you believe you will have competitive
advantages due to
Monroe's resources.
Theodore Koenig
MCAP Acquisition Corp
January 27, 2021
Page 2
Capitalization, page 65
2. Please revise all date references from September 30, 2020 to December
21, 2020.
You may contact Frank Knapp at 202-551-3805 or Kristina Marrone at
202-551-3429 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Todd Schiffman at 202-551-3491 or James Lopez at 202-551-3536 with any
other
questions.
FirstName LastNameTheodore Koenig Sincerely,
Comapany NameMCAP Acquisition Corp
Division of
Corporation Finance
January 27, 2021 Page 2 Office of Real
Estate & Construction
FirstName LastName