United States securities and exchange commission logo

                              February 18, 2021

       Theodore Koenig
       Chairman and Chief Executive Officer
       MCAP Acquisition Corp
       311 South Wacker Drive
       Suite 6400
       Chicago, IL 60606

                                                        Re: MCAP Acquisition
                                                            Amendment No. 1 to
Form S-1 filed February 12, 2021
                                                            File No. 333-252607

       Dear Mr. Koenig:

                                                        We have reviewed your
registration statement and have the following comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. 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

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Amendment No. 1 to Form S-1 filed February 12, 2021

       Expression of Interest, page 14

   1.                                                   Please revise to
disclose the percentage of public shares needed to approve an acquisition
                                                        if the "certain
members" of your sponsor purchase the maximum amount of units in the
                                                        offering and the
committed amount in the private placement and vote them in favor of a
Additionally, please disclose the percentage needed assuming only the
                                                        minimum number of
stockholders required to be present at the stockholders' meeting held
                                                        to approve the initial
business combination are present at the meeting. Please also file the
                                                        form of agreement
between the investors and sponsor for the public shares wherein the
                                                        investors have agreed
to vote their public shares in favor of any initial business
                                                        combination and not to
transfer such public shares until after the initial business
 Theodore Koenig
FirstName LastNameTheodore Koenig
MCAP Acquisition Corp
February  NameMCAP
            2021      Acquisition Corp
Page 2 18, 2021 Page 2
FirstName LastName
Exhibit 4.4, page II-5

2.       We note the exclusive forum provision in Section 9.3. Please discuss
this provision in the
Exhibit 5.1, page II-5

3.       We note the first sentence on page 3 of the opinion which states,
"This opinion letter has
         been prepared for your use solely in connection with the Registration
Statement." Please
         rely to clarify that investors in this offering are entitled to rely
upon the opinion.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration

       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


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