Cowen and Company, LLC

599 Lexington Avenue

New York, NY 10022

 

 

February 24, 2021

 

VIA EDGAR

 

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Todd Schiffman

 

Re:

MCAP Acquisition Corporation Registration Statement on Form S-1 Filed February 1, 2021, as amended File No. 333-252607

 

Dear Mr. Schiffman:

 

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, which is acting as the representative of the underwriters of the offering, hereby joins in the request of MCAP Acquisition Corporation that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m., Eastern time, on Thursday, February 25, 2021, or as soon as thereafter practicable.

 

Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that as of the date hereof, in excess of 260 copies of the Preliminary Prospectus dated February 22, 2021 have been distributed to prospective underwriters and dealers, institutional investors, retail investors and others.

 

The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 

[Signature page follows]

 

 

 

 

 

 

	Very truly yours,
	COWEN AND COMPANY, LLC
	By:	/s/ Christopher Weekes
	Name:  Christopher Weekes
	Title:    Managing Director