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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
Corp
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
response.
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
transaction.
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
combination.
Theodore Koenig
FirstName LastNameTheodore Koenig
MCAP Acquisition Corp
Comapany18,
February NameMCAP
2021 Acquisition Corp
February
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
prospectus.
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
statement.
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.
Sincerely,
Division of
Corporation Finance
Office of Real
Estate & Construction