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Delaware
(State or Other Jurisdiction of
Incorporation or Organization) |
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6770
(Primary Standard Industrial
Classification Code Number) |
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85-3978415
(I.R.S. Employer
Identification Number) |
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Copies to:
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|
Jonathan H. Talcott
E. Peter Strand Nelson Mullins Riley & Scarborough LLP 101 Constitution Ave, N.W., Suite 900 Washington, DC 20001 Telephone: (202) 689-2800 |
| |
Amit Mehta
Steve Camahort James Shea Paul Hastings LLP 200 Park Avenue New York, NY 10166 Telephone: (212) 318-6800 |
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Large accelerated filer
☐
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Accelerated filer
☐
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Non-accelerated filer
☒
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Smaller reporting company
☒
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Emerging growth company
☒
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| | | | Sincerely, | |
| | | | | |
| , 2021 | | |
Theodore L. Koenig
Chief Executive Officer |
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| | | | By Order of the Board of Directors, | |
| , 2021 | | |
Theodore L. Koenig
Chief Executive Officer |
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Share ownership in the Post-Combination Company
|
| |||||||||||||||||||||
| | |
Pro Forma Combined
(Assuming No Redemptions Scenario) |
| |
Pro Forma Combined
(Assuming Illustrative Maximum Redemptions Scenario(1) |
| ||||||||||||||||||
Stockholder
|
| |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| ||||||||||||
AdTheorent stockholders(2)(3)(4).
|
| | | | 50,648,590 | | | | | | 49.8% | | | | | | 52,852,490 | | | | | | 58.6% | | |
MCAP Public Stockholders(5).
|
| | | | 31,625,000 | | | | | | 31.1% | | | | | | 17,883,000 | | | | | | 19.8% | | |
MCAP Sponsor(6)
|
| | | | 7,307,375 | | | | | | 7.2% | | | | | | 7,307,375 | | | | | | 8.1% | | |
PIPE Investors(7)
|
| | | | 12,150,000 | | | | | | 11.9% | | | | | | 12,150,000 | | | | | | 13.5% | | |
| | | | | 101,730,965 | | | | | | 100.0% | | | | | | 90,192,865 | | | | | | 100.0% | | |
| | |
Share ownership in the Post-Combination Company
|
| |||||||||||||||||||||
| | |
Pro Forma Combined
(Assuming No Redemptions Scenario) |
| |
Pro Forma Combined
(Assuming Illustrative Maximum Redemptions Scenario(1) |
| ||||||||||||||||||
Stockholder
|
| |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| ||||||||||||
AdTheorent stockholders(2)(3)(4)
|
| | | | 50,648,590 | | | | | | 49.8% | | | | | | 52,852,490 | | | | | | 58.6% | | |
MCAP Public Stockholders(5)
|
| | | | 31,625,000 | | | | | | 31.1% | | | | | | 17,883,000 | | | | | | 19.8% | | |
MCAP Sponsor(6)
|
| | | | 7,307,375 | | | | | | 7.2% | | | | | | 7,307,375 | | | | | | 8.1% | | |
PIPE Investors(7)
|
| | | | 12,150,000 | | | | | | 11.9% | | | | | | 12,150,000 | | | | | | 13.5% | | |
| | | | | 101,730,965 | | | | | | 100.0% | | | | | | 90,192,865 | | | | | | 100.0% | | |
| | |
At or for the six months
Ended June 30, 2021 |
| |
At or for the period from
November 12, 2020 (inception) to December 31, 2020 |
| ||||||
| | |
(Unaudited)
|
| | | | | | | |||
Statement of Operations Data: | | | | | | | | | | | | | |
Operating expenses | | | | | | | | | | | | | |
Formation costs and other operating expenses
|
| | | $ | 807,697 | | | | | $ | 18,950 | | |
Loss from operations
|
| | | | (807,697) | | | | | | (18,950) | | |
Other income (loss) | | | | | | | | | | | | | |
Warrant issuance costs
|
| | | | (832,378) | | | | | | — | | |
Interest income
|
| | | | 16,316 | | | | | | — | | |
Change in fair value of warrant liability
|
| | | | 3,327,749 | | | | | | — | | |
Net income (loss)
|
| | | | 1,703,990 | | | | | | (18,950) | | |
Basic and diluted net income per share of Class A redeemable common stock
|
| | | $ | — | | | | | $ | — | | |
Weighted average shares outstanding of Class A redeemable common stock, basic and diluted
|
| | | | 28,526,273 | | | | | | — | | |
Basic and diluted net income per share of Class A and Class B non-redeemable common stock
|
| | | $ | 0.17 | | | | | $ | — | | |
Weighted average shares outstanding of Class A and Class B non-redeemable common stock, basic and diluted
|
| | | | 9,977,775 | | | | | | 6,875,000 | | |
Cash Flow Data: | | | | | | | | | | | | | |
Net cash used in operating activities
|
| | | | (1,083,018) | | | | | | (3,500) | | |
Net cash used in investing activities
|
| | | | (316,250,000) | | | | | | — | | |
Net cash provided by financing activities
|
| | | | 318,436,621 | | | | | | 28,500 | | |
| | |
June 30, 2021
|
| |
December 31, 2020
|
| ||||||
| | |
(unaudited)
|
| | | | | | | |||
Balance Sheet Data: | | | | | | | | | | | | | |
Cash
|
| | | $ | 1,128,603 | | | | | $ | 25,000 | | |
Prepaid expenses
|
| | | | 477,014 | | | | | | — | | |
Deferred offering costs
|
| | | | — | | | | | | 146,634 | | |
Other assets
|
| | | | 284,831 | | | | | | — | | |
Cash and marketable securities held in Trust Account
|
| | | | 316,266,316 | | | | | | — | | |
Total assets
|
| | | | 318,156,764 | | | | | | 171,634 | | |
Total liabilities
|
| | | | 31,061,723 | | | | | | 165,584 | | |
Class A Common Stock subject to possible redemption, 28,208,093 and 0
shares, at June 30, 2021 and December 31, 2020, respectively, at redemption value |
| | | | 282,095,033 | | | | | | — | | |
Total Stockholders’ Equity
|
| | | | 5,000,008 | | | | | | 6,050 | | |
| | |
Year Ended December 31,
|
| |
Six Months Ended June 30,
|
| ||||||||||||||||||
(amounts in US Dollars)
|
| |
2020
|
| |
2019
|
| |
2021
|
| |
2020
|
| ||||||||||||
| | |
(in thousands, except per unit amounts)
|
| |||||||||||||||||||||
Revenue
|
| | | $ | 121,015 | | | | | $ | 120,406 | | | | | $ | 70,834 | | | | | $ | 44,899 | | |
Operating expenses:
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Platform operations
|
| | | | 59,458 | | | | | | 59,691 | | | | | | 33,151 | | | | | | 23,628 | | |
Sales and marketing
|
| | | | 31,608 | | | | | | 31,119 | | | | | | 16,480 | | | | | | 14,496 | | |
Technology and development
|
| | | | 9,709 | | | | | | 8,052 | | | | | | 5,133 | | | | | | 4,493 | | |
General and administrative
|
| | | | 8,126 | | | | | | 7,918 | | | | | | 10,114 | | | | | | 3,779 | | |
Total operating expenses
|
| | | | 108,901 | | | | | | 106,780 | | | | | | 64,878 | | | | | | 46,396 | | |
Income (loss) from operations
|
| | | | 12,114 | | | | | | 13,626 | | | | | | 5,956 | | | | | | (1,497) | | |
Interest expense, net
|
| | | | (3,285) | | | | | | (4,145) | | | | | | (1,210) | | | | | | (1,815) | | |
Other income (expense), net
|
| | | | 646 | | | | | | (1,965) | | | | | | 20 | | | | | | (1) | | |
Total other expense, net
|
| | | | (2,639) | | | | | | (6,110) | | | | | | (1,190) | | | | | | (1,816) | | |
Income (loss) from operations before income taxes
|
| | | | 9,475 | | | | | | 7,516 | | | | | | 4,766 | | | | | | (3,313) | | |
(Provision for) benefit from taxes
|
| | | | (2,780) | | | | | | (2,029) | | | | | | (1,572) | | | | | | 924 | | |
Net income (loss)
|
| | | $ | 6,695 | | | | | $ | 5,487 | | | | | $ | 3,194 | | | | | $ | (2,389) | | |
Less: Net loss attributable to noncontrolling interest
|
| | | | 632 | | | | | | — | | | | | | 341 | | | | | | 257 | | |
Net income attributable to common members
|
| | | $ | 7,327 | | | | | $ | 5,487 | | | | | $ | 3,535 | | | | | $ | (2,132) | | |
Net income (loss) per common unit: basic
|
| | | $ | 0.17 | | | | | $ | 0.13 | | | | | $ | 0.08 | | | | | $ | (0.05) | | |
Net income (loss) per common unit: diluted
|
| | | $ | 0.17 | | | | | $ | 0.13 | | | | | $ | 0.08 | | | | | $ | (0.05) | | |
| | |
As of December 31,
|
| |
As of June 30,
2021 |
| ||||||||||||
(amounts in US Dollars)
|
| |
2020
|
| |
2019
|
| ||||||||||||
| | | | | | | | |
(in thousands)
|
| | | | | | | |||
Cash and cash equivalents
|
| | | $ | 16,717 | | | | | $ | 6,818 | | | | | $ | 19,281 | | |
Total assets
|
| | | | 124,010 | | | | | | 116,410 | | | | | | 117,819 | | |
Total liabilities
|
| | | | 62,743 | | | | | | 62,596 | | | | | | 53,068 | | |
Total liabilities and members’ equity
|
| | | $ | 124,010 | | | | | $ | 116,410 | | | | | $ | 117,819 | | |
| | |
Year Ended December 31,
|
| |
Six Months Ended June 30,
|
| ||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2021
|
| |
2020
|
| ||||||||||||
(amounts in US Dollars)
|
| |
(in thousands, except for percentages)
|
| |||||||||||||||||||||
Revenue
|
| | | $ | 121,015 | | | | | $ | 120,406 | | | | | $ | 70,834 | | | | | $ | 44,899 | | |
Less: Platform operations
|
| | | | 59,458 | | | | | | 59,691 | | | | | | 33,151 | | | | | | 23,628 | | |
Gross Profit
|
| | | | 61,557 | | | | | | 60,715 | | | | | | 37,683 | | | | | | 21,271 | | |
Add back: Other platform operations
|
| | | | 17,475 | | | | | | 16,996 | | | | | | 9,767 | | | | | | 7,993 | | |
Gross Billing Less TAC(1)
|
| | | $ | 79,032 | | | | | $ | 77,711 | | | | | $ | 47,450 | | | | | $ | 29,264 | | |
| | |
Year Ended December 31,
|
| |
Six Months Ended June 30,
|
| ||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2021
|
| |
2020
|
| ||||||||||||
(amounts in US Dollars)
|
| |
(in thousands, except for percentages)
|
| |||||||||||||||||||||
Net income (loss)
|
| | | $ | 6,695 | | | | | $ | 5,487 | | | | | $ | 3,194 | | | | | $ | (2,389) | | |
Interest expense, net
|
| | | | 3,285 | | | | | | 4,145 | | | | | | 1,210 | | | | | | 1,815 | | |
Tax expense (benefit)
|
| | | | 2,780 | | | | | | 2,029 | | | | | | 1,572 | | | | | | (924) | | |
Depreciation and amortization
|
| | | | 8,134 | | | | | | 9,365 | | | | | | 4,224 | | | | | | 3,986 | | |
EBITDA(1) | | | | $ | 20,894 | | | | | $ | 21,026 | | | | | $ | 10,200 | | | | | $ | 2,488 | | |
Equity based compensation
|
| | | | 657 | | | | | | 776 | | | | | | 272 | | | | | | 365 | | |
Transaction costs(2)
|
| | | | 1,412 | | | | | | 3,200 | | | | | | 2,438 | | | | | | 852 | | |
Management fees(3)
|
| | | | 872 | | | | | | 898 | | | | | | 435 | | | | | | 435 | | |
Lease termination fee(4)
|
| | | | — | | | | | | — | | | | | | 4,243 | | | | | | — | | |
Non-core operations(5)
|
| | | | 1,047 | | | | | | 1,208 | | | | | | 1,194 | | | | | | 540 | | |
Adjusted EBITDA(1)
|
| | | $ | 24,882 | | | | | $ | 27,108 | | | | | $ | 18,782 | | | | | $ | 4,680 | | |
| | |
Year Ended December 31,
|
| |
Six Months Ended June 30,
|
| ||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2021
|
| |
2020
|
| ||||||||||||
(amounts in US Dollars)
|
| |
(in thousands, except for percentages)
|
| |||||||||||||||||||||
Gross Profit
|
| | | $ | 61,557 | | | | | $ | 60,715 | | | | | $ | 37,683 | | | | | $ | 21,271 | | |
Net income (loss)
|
| | | $ | 6,695 | | | | | $ | 5,487 | | | | | $ | 3,194 | | | | | $ | (2,389) | | |
Net income (loss) as a % of gross profit
|
| | | | 10.9% | | | | | | 9.0% | | | | | | 8.5% | | | | | | -11.2% | | |
Gross Billing Less TAC (1)
|
| | | $ | 79,032 | | | | | $ | 77,711 | | | | | $ | 47,450 | | | | | $ | 29,264 | | |
Adjusted EBITDA (1)
|
| | | $ | 24,882 | | | | | $ | 27,108 | | | | | $ | 18,782 | | | | | $ | 4,680 | | |
Adjusted EBITDA as a % of Gross Billing Less TAC(1)
|
| | | | 31.5% | | | | | | 34.9% | | | | | | 39.6% | | | | | | 16.0% | | |
Revenue
|
| | | $ | 121,015 | | | | | $ | 120,406 | | | | | $ | 70,834 | | | | | $ | 44,899 | | |
Gross Billing Less TAC(1)
|
| | | $ | 79,032 | | | | | $ | 77,711 | | | | | $ | 47,450 | | | | | $ | 29,264 | | |
Gross Billing Less TAC as a % of Revenue(1)
|
| | | | 65.3% | | | | | | 64.5% | | | | | | 67.0% | | | | | | 65.2% | | |
(dollars in thousands)
|
| |
Assuming No
Redemption Scenario |
| |
Assuming
Illustrative Maximum Redemption Scenario |
| ||||||
Total current assets
|
| | | $ | 258,354 | | | | | $ | 142,973 | | |
Total assets
|
| | | | 314,681 | | | | | | 199,300 | | |
Total current liabilities
|
| | | | 19,674 | | | | | | 19,674 | | |
Total liabilities
|
| | | | 85,896 | | | | | | 85,896 | | |
Total liabilities and shareholders’ equity
|
| | | $ | 314,681 | | | | | $ | 199,300 | | |
| | |
Assuming No
Redemption Scenario |
| |
Assuming
Illustrative Maximum Redemption Scenario |
| ||||||
Revenue
|
| | | $ | 70,834 | | | | | $ | 70,834 | | |
Total operating expenses
|
| | | | 66,010 | | | | | | 66,010 | | |
Net income attributable to common shareholders
|
| | | | 5,563 | | | | | | 5,563 | | |
Post-Combination Company net income per common share: basic
|
| | | $ | 0.05 | | | | | $ | 0.06 | | |
Post-Combination Company net income per common share: diluted
|
| | | $ | 0.05 | | | | | $ | 0.06 | | |
Post-Combination Company common share outstanding: basic
|
| | | | 101,730,965 | | | | | | 90,192,865 | | |
Post-Combination Company common share outstanding: diluted
|
| | | | 109,325,825 | | | | | | 97,787,725 | | |
| | |
Assuming No
Redemption Scenario |
| |
Assuming
Illustrative Maximum Redemption Scenario |
| ||||||
Revenue
|
| | | $ | 121,015 | | | | | $ | 121,015 | | |
Total operating expenses
|
| | | | 118,197 | | | | | | 118,197 | | |
Net income attributable to common shareholders
|
| | | | (34) | | | | | | (34) | | |
Post-Combination Company net income per common share: basic
|
| | | $ | (0.00) | | | | | $ | (0.00) | | |
Post-Combination Company net income per common share: diluted
|
| | | $ | (0.00) | | | | | $ | (0.00) | | |
Post-Combination Company common share outstanding: basic
|
| | | | 101,730,965 | | | | | | 90,192,865 | | |
Post-Combination Company common share outstanding: diluted
|
| | | | 109,325,825 | | | | | | 97,787,725 | | |
|
Public Shares held by Public Stockholders
|
| |
31,625,000 shares
|
|
|
Founder Shares held by the Sponsor and independent directors
|
| |
7,906,250 shares
|
|
|
Total shares of common stock
|
| |
39,531,250 shares
|
|
|
Total funds in trust at the initial business combination
|
| |
$316,266,316
|
|
|
Public Stockholders’ investment per Public Share(1)
|
| |
$10.00
|
|
|
The Sponsor’s investment per Founder Share(2)
|
| |
$1.14
|
|
|
Implied value per share of Post-Combination Company common stock upon the initial business combination
|
| |
$8.00
|
|
| | |
MCAP
Historical |
| |
AdTheorent
Historical |
| |
Assuming No
Redemption Scenario |
| |
Assuming Illustrative Maximum
Redemption Scenario |
| ||||||||||||||||||||||||||||||
|
Transaction
Accounting Adjustments |
| | | | |
Pro Forma
Combined |
| |
Additional
Transaction Accounting Adjustments |
| | | | |
Pro Forma
Combined as Further Adjusted |
| ||||||||||||||||||||||||||
ASSETS
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current assets
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 1,129 | | | | | $ | 19,281 | | | | | $ | 316,266 | | | |
(a)
|
| | | $ | 215,381 | | | | | $ | (137,420) | | | |
(k)
|
| | | $ | 100,000 | | |
| | | | | | | | | | | | | | | | | 121,500 | | | |
(b)
|
| | | | | | | | | | 19,153 | | | |
(n)
|
| | | | | | |
| | | | | | | | | | | | | | | | | (11,069) | | | |
(c)
|
| | | | | | | | | | 2,886 | | | |
(o)
|
| | | | | | |
| | | | | | | | | | | | | | | | | (37,364) | | | |
(d)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (24,975) | | | |
(l)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (169,387) | | | |
(m)
|
| | | | | | | | | | | | | | | | | | | | | |
Restricted cash
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | — | | |
Accounts receivable, net
|
| | | | — | | | | | | 40,195 | | | | | | — | | | | | | | | | 40,195 | | | | | | — | | | | | | | | | 40,195 | | |
Income tax recoverable
|
| | | | — | | | | | | 46 | | | | | | — | | | | | | | | | 46 | | | | | | — | | | | | | | | | 46 | | |
Prepaid expenses
|
| | | | 477 | | | | | | 2,255 | | | | | | — | | | | | | | | | 2,732 | | | | | | — | | | | | | | | | 2,732 | | |
Total current assets
|
| | | | 1,606 | | | | | | 61,777 | | | | | | 194,971 | | | | | | | | | 258,354 | | | | | | (115,381) | | | | | | | | | 142,973 | | |
Other assets
|
| | | | 285 | | | | | | — | | | | | | | | | | | | | | | 285 | | | | | | — | | | | | | | | | 285 | | |
Cash and marketable securities held in Trust Account
|
| | | | 316,266 | | | | | | — | | | | | | (316,266) | | | |
(a)
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Property and equipment, net
|
| | | | — | | | | | | 347 | | | | | | — | | | | | | | | | 347 | | | | | | — | | | | | | | | | 347 | | |
Customer relationships, net
|
| | | | — | | | | | | 11,242 | | | | | | — | | | | | | | | | 11,242 | | | | | | — | | | | | | | | | 11,242 | | |
Other intangible assets, net
|
| | | | — | | | | | | 8,584 | | | | | | — | | | | | | | | | 8,584 | | | | | | — | | | | | | | | | 8,584 | | |
Goodwill
|
| | | | — | | | | | | 35,778 | | | | | | — | | | | | | | | | 35,778 | | | | | | — | | | | | | | | | 35,778 | | |
Security deposits
|
| | | | — | | | | | | 91 | | | | | | — | | | | | | | | | 91 | | | | | | — | | | | | | | | | 91 | | |
Total assets
|
| | | $ | 318,157 | | | | | $ | 117,819 | | | | | $ | (121,295) | | | | | | | | $ | 314,681 | | | | | $ | (115,381) | | | | | | | | $ | 199,300 | | |
LIABILITIES AND SHAREHOLDERS’/MEMBERS’ EQUITY
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current liabilities
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 502 | | | | | $ | 10,439 | | | | | $ | (422) | | | |
(d)
|
| | | $ | 10,519 | | | | | | — | | | | | | | | $ | 10,519 | | |
Accrued compensation
|
| | | | — | | | | | | 5,529 | | | | | | — | | | | | | | | | 5,529 | | | | | | — | | | | | | | | | 5,529 | | |
Accrued expenses
|
| | | | — | | | | | | 5,203 | | | | | | (1,577) | | | |
(d)
|
| | | | 3,626 | | | | | | — | | | | | | | | | 3,626 | | |
Term loans, current portion
|
| | | | — | | | | | | 24,899 | | | | | | (24,899) | | | |
(l)
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Total current liabilities
|
| | | | 502 | | | | | | 46,070 | | | | | | (26,898) | | | | | | | | | 19,674 | | | | | | — | | | | | | | | | 19,674 | | |
Term Loan, net of current portion
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | — | | |
SAFE notes
|
| | | | — | | | | | | 1,950 | | | | | | — | | | | | | | | | 1,950 | | | | | | — | | | | | | | | | 1,950 | | |
Warrant liability
|
| | | | 19,491 | | | | | | — | | | | | | (1,532) | | | |
(p)
|
| | | | 17,959 | | | | | | — | | | | | | | | | 17,959 | | |
Earn-out liability
|
| | | | — | | | | | | — | | | | | | 40,499 | | | |
(e)
|
| | | | 41,265 | | | | | | — | | | | | | | | | 41,265 | | |
| | | | | | | | | | | | | | | | | 766 | | | |
(r)
|
| | | | | | | | | | | | | | | | | | | | | |
| | |
MCAP
Historical |
| |
AdTheorent
Historical |
| |
Assuming No
Redemption Scenario |
| |
Assuming Illustrative Maximum
Redemption Scenario |
| ||||||||||||||||||||||||||||||
|
Transaction
Accounting Adjustments |
| | | | |
Pro Forma
Combined |
| |
Additional
Transaction Accounting Adjustments |
| | | | |
Pro Forma
Combined as Further Adjusted |
| ||||||||||||||||||||||||||
Deferred underwriting fee payable
|
| | | | 11,069 | | | | | | — | | | | | | (11,069) | | | |
(c)
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Deferred income taxes
|
| | | | — | | | | | | 3,448 | | | | | | — | | | | | | | | | 3,448 | | | | | | — | | | | | | | | | 3,448 | | |
Deferred rent, net of current
portion |
| | | | — | | | | | | 1,600 | | | | | | — | | | | | | | | | 1,600 | | | | | | — | | | | | | | | | 1,600 | | |
Total liabilities
|
| | | | 31,062 | | | | | | 53,068 | | | | | | 1,766 | | | | | | | | | 85,896 | | | | | | — | | | | | | | | | 85,896 | | |
Commitments and contingencies | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Redeemable Class A ordinary
shares |
| | | | 282,095 | | | | | | — | | | | | | (282,095) | | | |
(g)
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Stockholders’/Members’ equity
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Preferred stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | — | | |
Class A common stock
|
| | | | — | | | | | | — | | | | | | 1 | | | |
(b)
|
| | | | 10 | | | | | | (1) | | | |
(k)
|
| | | | 9 | | |
| | | | | | | | | | | | | | | | | 3 | | | |
(g)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 1 | | | |
(h)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 5 | | | |
(i)
|
| | | | | | | | | | | | | | | | | | | | | |
Class B common stock
|
| | | | 1 | | | | | | — | | | | | | (1) | | | |
(h)
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Class A common units
|
| | | | — | | | | | | 26,000 | | | | | | (26,000) | | | |
(i)
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Class B common units
|
| | | | — | | | | | | 17,333 | | | | | | (17,333) | | | |
(i)
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Class C common units
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | — | | |
Additional paid-in capital
|
| | | | 3,314 | | | | | | 2,547 | | | | | | 121,499 | | | |
(b)
|
| | | | 213,041 | | | | | | (137,419) | | | |
(k)
|
| | | | 97,661 | | |
| | | | | | | | | | | | | | | | | (30,365) | | | |
(d)
|
| | | | | | | | | | 19,153 | | | |
(n)
|
| | | | | | |
| | | | | | | | | | | | | | | | | (40,499) | | | |
(e)
|
| | | | | | | | | | 2,886 | | | |
(o)
|
| | | | | | |
| | | | | | | | | | | | | | | | | 3,500 | | | |
(f)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 282,092 | | | |
(g)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 43,328 | | | |
(h)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 1,685 | | | |
(j)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (169,387) | | | |
(m)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 1,532 | | | |
(p)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (5,439) | | | |
(q)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (766) | | | |
(r)
|
| | | | | | | | | | | | | | | | | | | | | |
Earn-out
|
| | | | — | | | | | | — | | | | | | 5,439 | | | |
(q)
|
| | | | 5,439 | | | | | | — | | | | | | | | | 5,439 | | |
Noncontrolling interests
|
| | | | — | | | | | | (973) | | | | | | — | | | | | | | | | (973) | | | | | | — | | | | | | | | | (973) | | |
(Accumulated deficit) Retained earnings
|
| | | | 1,685 | | | | | | 19,844 | | | | | | (5,000) | | | |
(d)
|
| | | | 11,268 | | | | | | — | | | | | | | | | 11,268 | | |
| | | | | | | | | | | | | | | | | (3,500) | | | |
(f)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (1,685) | | | |
(j)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (76) | | | |
(l)
|
| | | | | | | | | | | | | | | | | | | | | |
Total stockholders’/members’ equity
|
| | | | 5,000 | | | | | | 64,751 | | | | | | 159,034 | | | | | | | | | 228,785 | | | | | | (115,381) | | | | | | | | | 113,404 | | |
Total liabilities and stockholders’/members’ equity
|
| | | $ | 318,157 | | | | | $ | 117,819 | | | | | $ | (121,295) | | | | | | | | $ | 314,681 | | | | | $ | (115,381) | | | | | | | | $ | 199,300 | | |
|
| | |
MCAP
Historical |
| |
AdTheorent
Historical |
| |
Assuming No
Redemption Scenario |
| |
Assuming Illustrative Maximum
Redemption Scenario |
| | |||||||||||||||||||||||||||||||||||
|
Transaction
Accounting Adjustments |
| | | | |
Pro Forma
Combined |
| | | | |
Additional
Transaction Accounting Adjustments |
| |
Pro Forma
Combined as Further Adjusted |
| | | | | | | ||||||||||||||||||||||||||
Revenue
|
| | | $ | — | | | | | $ | 70,834 | | | | | $ | — | | | | | | | | $ | 70,834 | | | | | | | | $ | — | | | | | $ | 70,834 | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Platform operations
|
| | | | — | | | | | | 33,151 | | | | | | — | | | | | | | | | 33,151 | | | | | | | | | — | | | | | | 33,151 | | | | | | | | |
Sales and marketing
|
| | | | — | | | | | | 16,480 | | | | | | — | | | | | | | | | 16,480 | | | | | | | | | — | | | | | | 16,480 | | | | | | | | |
Technology and development
|
| | | | — | | | | | | 5,133 | | | | | | — | | | | | | | | | 5,133 | | | | | | | | | — | | | | | | 5,133 | | | | | | | | |
General and administrative
|
| | | | 808 | | | | | | 10,114 | | | | | | 324 | | | |
(a)
|
| | | | 11,246 | | | | | | | | | — | | | | | | 11,246 | | | | | | | | |
Total operating expenses
|
| | | | 808 | | | | | | 64,878 | | | | | | 324 | | | | | | | | | 66,010 | | | | | | | | | — | | | | | | 66,010 | | | | | | | | |
Income (loss) from operations
|
| | | | (808) | | | | | | 5,956 | | | | | | (324) | | | | | | | | | 4,824 | | | | | | | | | — | | | | | | 4,824 | | | | | | | | |
Interest income (expense), net
|
| | | | 16 | | | | | | (1,210) | | | | | | (16) | | | |
(c)
|
| | | | — | | | | | | | | | — | | | | | | — | | | | | | | | |
| | | | | | | | | | | | | | | | | 1,210 | | | |
(d)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Warrant issue costs
|
| | | | (832) | | | | | | — | | | | | | — | | | | | | | | | (832) | | | | | | | | | — | | | | | | (832) | | | | | | | | |
Change in fair value of warrant liability
|
| | | | 3,328 | | | | | | — | | | | | | (602) | | | |
(e)
|
| | | | 2,726 | | | | | | | | | — | | | | | | 2,726 | | | | | | | | |
Other expense, net
|
| | | | — | | | | | | 20 | | | | | | — | | | | | | | | | 20 | | | | | | | | | — | | | | | | 20 | | | | | | | | |
Total other expense, net
|
| | | | 2,512 | | | | | | (1,190) | | | | | | 592 | | | | | | | | | 1,914 | | | | | | | | | — | | | | | | 1,914 | | | | | | | | |
Income (loss) from continuing operations before income taxes
|
| | | | 1,704 | | | | | | 4,766 | | | | | | 268 | | | | | | | | | 6,738 | | | | | | | | | — | | | | | | 6,738 | | | | | | | | |
(Provision for) benefit from taxes
|
| | | | — | | | | | | (1,572) | | | | | | 56 | | | |
(f)
|
| | | | (1,516) | | | | | | | | | — | | | | | | (1,516) | | | | | | | | |
Net income
|
| | | $ | 1,704 | | | | | $ | 3,194 | | | | | $ | 324 | | | | | | | | $ | 5,222 | | | | | | | | $ | — | | | | | $ | 5,222 | | | | | | | | |
Less: Net loss attributable to noncontrolling interest
|
| | | | — | | | | | | 341 | | | | | | — | | | | | | | | | 341 | | | | | | | | | — | | | | | | 341 | | | | | | | | |
Net income attributable to common shareholders
|
| | | $ | 1,704 | | | | | $ | 3,535 | | | | | $ | 324 | | | | | | | | $ | 5,563 | | | | | | | | $ | — | | | | | $ | 5,563 | | | | | | | | |
Post-Combination Company net income per common unit:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | | | | | | | | | | | | | | | | | | | | | $ | 0.05 | | | |
(g)
|
| | | | | | | | | $ | 0.06 | | | | | | (g) | | |
Diluted
|
| | | | | | | | | | | | | | | | | | | | | | | | $ | 0.05 | | | |
(g)
|
| | | | | | | | | $ | 0.06 | | | | | | (g) | | |
Post-Combination Company common units outstanding:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | | | | | | | | | | | | | | | | | | | | | | 101,730,965 | | | |
(g)
|
| | | | | | | | | | 90,192,865 | | | | | | (g) | | |
Diluted
|
| | | | | | | | | | | | | | | | | | | | | | | | | 109,325,825 | | | |
(g)
|
| | | | | | | | | | 97,787,725 | | | | | | (g) | | |
AdTheorent net income per common unit:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | | | | | | $ | 0.08 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Diluted
|
| | | | | | | | | $ | 0.08 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
MCAP
Historical |
| |
AdTheorent
Historical |
| |
Assuming No
Redemption Scenario |
| |
Assuming Illustrative
Maximum Redemption Scenario |
| | ||||||||||||||||||||
|
Transaction
Accounting Adjustments |
| | | | |
Pro Forma
Combined |
| | | | |
Additional
Transaction Accounting Adjustments |
| |
Pro Forma
Combined as Further Adjusted |
| | | | ||||||||||||||
AdTheorent weighted-average common units outstanding:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | | | | | | | 43,495,125 | | | | | | | | | | | | | | | | | | | | | | | |
Diluted
|
| | | | | | | | | | 46,862,940 | | | | | | | | | | | | | | | | | | | | | | | |
MCAP | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted-average Class A redeemable common shares outstanding, basic and diluted:
|
| | | | 28,526,273 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income per share of Class A
redeemable common stock basic and diluted |
| | | $ | 0.00 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted-average Class A and Class B
non-redeemable common shares outstanding, basic and diluted |
| | | | 9,977,775 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income per share of Class A and Class B non-redeemable common stock, basic and diluted
|
| | | $ | 0.17 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
MCAP
Historical |
| |
AdTheorent
Historical |
| |
Assuming No
Redemption Scenario |
| |
Assuming Illustrative Maximum
Redemption Scenario |
| | |||||||||||||||||||||||||||||||||||
|
Transaction
Accounting Adjustments |
| | | | |
Pro Forma
Combined |
| | | | |
Additional
Transaction Accounting Adjustments |
| |
Pro Forma
Combined as Further Adjusted |
| | | | | | | ||||||||||||||||||||||||||
Revenue
|
| | | $ | — | | | | | $ | 121,015 | | | | | $ | — | | | | | | | | $ | 121,015 | | | | | | | | $ | — | | | | | $ | 121,015 | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Platform operations
|
| | | | — | | | | | | 59,458 | | | | | | — | | | | | | | | | 59,458 | | | | | | | | | — | | | | | | 59,458 | | | | | | | | |
Sales and marketing
|
| | | | — | | | | | | 31,608 | | | | | | — | | | | | | | | | 31,608 | | | | | | | | | — | | | | | | 31,608 | | | | | | | | |
Technology and development
|
| | | | — | | | | | | 9,709 | | | | | | — | | | | | | | | | 9,709 | | | | | | | | | — | | | | | | 9,709 | | | | | | | | |
General and administrative
|
| | | | 19 | | | | | | 8,126 | | | | | | 4,277 | | | |
(a)
|
| | | | 17,422 | | | | | | | | | — | | | | | | 17,422 | | | | | | | | |
| | | | | | | | | | | | | | | | | 5,000 | | | |
(b)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total operating expenses
|
| | | | 19 | | | | | | 108,901 | | | | | | 9,277 | | | | | | | | | 118,197 | | | | | | | | | — | | | | | | 118,197 | | | | | | | | |
Income from operations
|
| | | | (19) | | | | | | 12,114 | | | | | | (9,277) | | | | | | | | | 2,818 | | | | | | | | | — | | | | | | 2,818 | | | | | | | | |
Interest income (expense), net
|
| | | | — | | | | | | (3,285) | | | | | | 3,209 | | | |
(d)
|
| | | | (76) | | | | | | | | | — | | | | | | (76) | | | | | | | | |
Other expense, net
|
| | | | — | | | | | | 646 | | | | | | — | | | | | | | | | 646 | | | | | | | | | — | | | | | | 646 | | | | | | | | |
Total other expense, net
|
| | | | — | | | | | | (2,639) | | | | | | 3,209 | | | | | | | | | 570 | | | | | | | | | — | | | | | | 570 | | | | | | | | |
Income from continuing operations before income taxes
|
| | | | (19) | | | | | | 9,475 | | | | | | (6,068) | | | | | | | | | 3,388 | | | | | | | | | — | | | | | | 3,388 | | | | | | | | |
(Provision for) benefit from taxes
|
| | | | — | | | | | | (2,780) | | | | | | (1,274) | | | |
(f)
|
| | | | (4,054) | | | | | | | | | — | | | | | | (4,054) | | | | | | | | |
Net income (loss)
|
| | | $ | (19) | | | | | $ | 6,695 | | | | | $ | (7,342) | | | | | | | | $ | (666) | | | | | | | | $ | — | | | | | $ | (666) | | | | | | | | |
Less: Net loss attributable to noncontrolling interest
|
| | | | — | | | | | | 632 | | | | | | — | | | | | | | | | 632 | | | | | | | | | — | | | | | | 632 | | | | | | | | |
Net income (loss) attributable to common shareholders
|
| | | $ | (19) | | | | | $ | 7,327 | | | | | $ | (7,342) | | | | | | | | $ | (34) | | | | | | | | $ | — | | | | | $ | (34) | | | | | | | | |
Post-Combination Company net income per common unit:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | | | | | | | | | | | | | | | | | | | | | $ | (0.00) | | | |
(g)
|
| | | | | | | | | $ | (0.00) | | | | | | (g) | | |
Diluted
|
| | | | | | | | | | | | | | | | | | | | | | | | $ | (0.00) | | | |
(g)
|
| | | | | | | | | $ | (0.00) | | | | | | (g) | | |
Post-Combination Company common units outstanding:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | | | | | | | | | | | | | | | | | | | | | | 101,730,965 | | | |
(g)
|
| | | | | | | | | | 90,192,865 | | | | | | (g) | | |
Diluted
|
| | | | | | | | | | | | | | | | | | | | | | | | | 109,325,825 | | | |
(g)
|
| | | | | | | | | | 97,787,725 | | | | | | (g) | | |
AdTheorent net income per common
unit: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | | | | | | $ | 0.17 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Diluted
|
| | | | | | | | | $ | 0.17 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
AdTheorent weighted-average common units outstanding:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | | | | | | | 43,399,728 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Diluted
|
| | | | | | | | | | 43,399,728 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
MCAP
Historical |
| |
AdTheorent
Historical |
| |
Assuming No
Redemption Scenario |
| |
Assuming Illustrative
Maximum Redemption Scenario |
| | |||||||||||||||||
|
Transaction
Accounting Adjustments |
| | | | |
Pro Forma
Combined |
| | | | |
Additional
Transaction Accounting Adjustments |
| |
Pro Forma
Combined as Further Adjusted |
| | | | |||||||||||
MCAP | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted-average Class A redeemable
common shares outstanding, basic and diluted: |
| | | | n/a | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income per share of Class A redeemable common stock basic and diluted
|
| | | | n/a | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted-average Class A and Class B
non-redeemable common shares outstanding, basic and diluted |
| | | | 6,875,000 | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss per share of Class A and Class B non-redeemable common stock, basic and diluted
|
| | | $ | 0.00 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
Share ownership in the Post-Combination Company
|
| |||||||||||||||||||||
| | |
Pro Forma Combined
(Assuming No Redemptions Scenario) |
| |
Pro Forma Combined
(Assuming Illustrative Maximum Redemptions Scenario(1) |
| ||||||||||||||||||
Stockholder
|
| |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| ||||||||||||
AdTheorent stockholders(2)(3)(4)
|
| | | | 50,648,590 | | | | | | 49.8% | | | | | | 52,852,490 | | | | | | 58.6% | | |
MCAP public stockholders(5)
|
| | | | 31,625,000 | | | | | | 31.1% | | | | | | 17,883,000 | | | | | | 19.8% | | |
MCAP Sponsor(6)
|
| | | | 7,307,375 | | | | | | 7.2% | | | | | | 7,307,375 | | | | | | 8.1% | | |
PIPE Investors(7)
|
| | | | 12,150,000 | | | | | | 11.9% | | | | | | 12,150,000 | | | | | | 13.5% | | |
| | | | | 101,730,965 | | | | | | 100.0% | | | | | | 90,192,865 | | | | | | 100.0% | | |
Sources (in thousands)
|
| | | | | | | |
Uses (in thousands)
|
| | | | | | |
Cash and investments held in the Trust Account
|
| | | $ | 316,266 | | | |
Transaction expenses (including related
party fees and other charges |
| | | $ | 48,433 | | |
Shares and options of Post-Combination Company to shareholders
|
| | | | 582,435 | | | |
Shares and options of Post-Combination Company to shareholders
|
| | | | 582,435 | | |
PIPE Investment
|
| | | | 121,500 | | | | Debt repayment | | | | | 24,975 | | |
MCAP Cash
|
| | | | 1,129 | | | | Cash to balance sheet | | | | | 215,381 | | |
AdTheorent Cash
|
| | | | 19,281 | | | | Cash to shareholders | | | | | 169,387 | | |
Total sources
|
| | | $ | 1,040,611 | | | | | | | | $ | 1,040,611 | | |
Total consideration to shareholders
|
| | | | | | | | | | | | $ | 751,822 | | |
Sources (in thousands)
|
| | | | | | | |
Uses (in thousands)
|
| | | | | | |
Cash and investments held in the Trust Account
|
| | | $ | 178,846 | | | |
Transaction expenses (including related
party fees and other charges |
| | | $ | 45,547 | | |
Shares and options of Post-Combination
Company to shareholders |
| | | | 604,474 | | | |
Shares and options of Post-Combination Company to shareholders
|
| | | | 604,474 | | |
PIPE Investment
|
| | | | 121,500 | | | | Debt repayment | | | | | 24,975 | | |
MCAP Cash
|
| | | | 1,129 | | | | Cash to balance sheet | | | | | 100,000 | | |
AdTheorent Cash
|
| | | | 19,281 | | | | Cash to shareholders | | | | | 150,234 | | |
Total sources
|
| | | $ | 925,230 | | | | | | | | $ | 925,230 | | |
Total consideration to shareholders
|
| | | | | | | | | | | | $ | 754,708 | | |
| | | | | | | | |
Assuming
less debt payoff/additional debt |
| |
Assuming
additional PIPE investment |
| |
Assuming
a reduction to minimum cash |
| |||||||||||||||||||||||||||
| | |
Illustrative
Maximum Redemption Scenario |
| |
Pro Forma
Adjustments |
| |
Pro Forma
|
| |
Pro Forma
Adjustments |
| |
Pro Forma
|
| |
Pro Forma
Adjustments |
| |
Pro Forma
|
| |||||||||||||||||||||
Excerpt of the Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2021:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 100,000 | | | | | $ | (15,870)(1) | | | | | $ | 100,000 | | | | | $ | (15,870)(1) | | | | | $ | 100,000 | | | | | $ | (15,870)(1) | | | | | $ | 84,130 | | |
| | | | | | | | | | | 15,870(2) | | | | | | | | | | | | 15,870(6) | | | | | | | | | | | | | | | | | | | | |
Total assets
|
| | | | 199,300 | | | | | | — | | | | | | 199,300 | | | | | | — | | | | | | 199,300 | | | | | | (15,870) | | | | | | 183,430 | | |
Term Loan
|
| | | | — | | | | | | 15,870(2) | | | | | | 15,870 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Total liabilities
|
| | | | 85,896 | | | | | | 15,870 | | | | | | 101,766 | | | | | | — | | | | | | 85,896 | | | | | | — | | | | | | 85,896 | | |
Class A common stock
|
| | | | 9 | | | | | | — | | | | | | 9 | | | | | | — | | | | | | 9 | | | | | | — | | | | | | 9 | | |
Additional paid-in capital
|
| | | | 97,661 | | | | | | (15,870)(2) | | | | | | 81,791 | | | | | | — | | | | | | 97,661 | | | | | | (15,870)(1) | | | | | | 81,791 | | |
Total stockholders’/members’ equity
|
| | | | 113,404 | | | | | | (15,870) | | | | | | 97,534 | | | | | | — | | | | | | 113,404 | | | | | | (15,870) | | | | | | 97,534 | | |
Excerpt of the Unaudited Pro Forma Condensed Combined Statements of Operations for the six months ended June 30, 2021:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest income (expense), net
|
| | | $ | — | | | | | | (841)(3) | | | | | $ | (841) | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
(Provision for) benefit from taxes
|
| | | | (1,516) | | | | | | 177(4) | | | | | | (1,339) | | | | | | — | | | | | | (1,516) | | | | | | — | | | | | | (1,516) | | |
Net income (loss) attributable to common shareholders
|
| | | | 5,563 | | | | | | (664) | | | | | | 4,899 | | | | | | — | | | | | | 5,563 | | | | | | — | | | | | | 5,563 | | |
Post-Combination Company net income per common unit:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | $ | 0.06 | | | | | | | | | | | $ | 0.06 | | | | | | | | | | | $ | 0.06 | | | | | | | | | | | $ | 0.06 | | |
Diluted
|
| | | $ | 0.06 | | | | | | | | | | | $ | 0.05 | | | | | | | | | | | $ | 0.06 | | | | | | | | | | | $ | 0.06 | | |
Excerpt of the Unaudited Pro Forma Condensed Combined Statements of Operations for the year ended December 31, 2020:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest income (expense), net
|
| | | $ | (76) | | | | | $ | (1,682)(3) | | | | | $ | (1,758) | | | | | $ | — | | | | | $ | (76) | | | | | $ | — | | | | | $ | (76) | | |
(Provision for) benefit from taxes
|
| | | | (4,054) | | | | | | 353(4) | | | | | | (3,701) | | | | | | — | | | | | | (4,054) | | | | | | — | | | | | | (4,054) | | |
Net income (loss) attributable to common shareholders Post-Combination Company net income per common unit:
|
| | | | (34) | | | | | | (1,329) | | | | | | (1,363) | | | | | | — | | | | | | (34) | | | | | | — | | | | | | (34) | | |
Basic
|
| | | $ | (0.00) | | | | | | | | | | | $ | (0.02) | | | | | | | | | | | $ | (0.00) | | | | | | | | | | | $ | (0.00) | | |
Diluted
|
| | | $ | (0.00) | | | | | | | | | | | $ | (0.02) | | | | | | | | | | | $ | (0.00) | | | | | | | | | | | $ | (0.00) | | |
Share ownership in Post-Combination Company: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
AdTheorent stockholders
|
| | | | 52,852,490 | | | | | | — | | | | | | 52,852,490 | | | | | | — | | | | | | 52,852,490 | | | | | | — | | | | | | 52,852,490 | | |
MCAP public stockholders
|
| | | | 17,883,000 | | | | | | (1,587,000)(5) | | | | | | 16,296,000 | | | | | | (1,587,000)(5) | | | | | | 16,296,000 | | | | | | (1,587,000)(5) | | | | | | 16,296,000 | | |
MCAP Sponsor
|
| | | | 7,307,375 | | | | | | — | | | | | | 7,307,375 | | | | | | — | | | | | | 7,307,375 | | | | | | — | | | | | | 7,307,375 | | |
Third Party PIPE Investors
|
| | | | 12,150,000 | | | | | | — | | | | | | 12,150,000 | | | | | | 1,587,000(6) | | | | | | 13,737,000 | | | | | | — | | | | | | 12,150,000 | | |
Total common shares outstanding
|
| | | | 90,192,865 | | | | | | (1,587,000) | | | | | | 88,605,865 | | | | | | — | | | | | | 90,192,865 | | | | | | (1,587,000) | | | | | | 88,605,865 | | |
Stock options
|
| | | | 7,594,860 | | | | | | — | | | | | | 7,594,860 | | | | | | — | | | | | | 7,594,860 | | | | | | — | | | | | | 7,594,860 | | |
Total diluted shares outstanding
|
| | | | 97,787,725 | | | | | | (1,587,000) | | | | | | 96,200,725 | | | | | | — | | | | | | 97,787,725 | | | | | | (1,587,000) | | | | | | 96,200,725 | | |
In thousands:
|
| | | | | | |
Cash consideration per BCA
|
| | | $ | 162,039 | | |
Excess AdTheorent cash above $3.5 million
|
| | | | 15,781 | | |
Excess transaction costs above $40.0 million
|
| | | | (8,433) | | |
Total cash consideration no redemption scenario
|
| | | $ | 169,387 | | |
In thousands:
|
| | | | | | |
Minimum cash consideration per BCA
|
| | | $ | 140,000 | | |
Excess AdTheorent cash above $3.5 million
|
| | | | 15,781 | | |
Excess transaction costs above $40.0 million
|
| | | | (5,547) | | |
Total cash consideration illustrative max redemption scenario
|
| | | $ | 150,234 | | |
Total cash consideration no redemption scenario
|
| | | | 169,387 | | |
Difference
|
| | | $ | (19,153) | | |
| | |
Pro Forma
Combined (Assuming No Redemptions Scenario) |
| |
Pro Forma Combined
(Assuming Illustrative Maximum Redemptions Scenario) |
| ||||||
| | |
Shares
|
| |
Shares
|
| ||||||
AdTheorent stockholders
|
| | | | 50,648,590 | | | | | | 52,852,490 | | |
MCAP public stockholders
|
| | | | 31,625,000 | | | | | | 17,883,000 | | |
MCAP Sponsor
|
| | | | 7,307,375 | | | | | | 7,307,375 | | |
Third Party PIPE Investors
|
| | | | 12,150,000 | | | | | | 12,150,000 | | |
Total common shares outstanding
|
| | | | 101,730,965 | | | | | | 90,192,865 | | |
Stock options
|
| | | | 7,594,860 | | | | | | 7,594,860 | | |
Total diluted shares outstanding
|
| | | | 109,325,825 | | | | | | 97,787,725 | | |
| | |
Increase/(decrease)
in earn-out value |
| |
Increase/(decrease)
in earn-out liability |
| |
Increase/(decrease)
in future stock- based compensation expense |
| |||||||||
Stock price change with all other valuation inputs kept
consistent: |
| | | | | | | | | | | | | | | | | | |
Increase of stock price to $11.00
|
| | | $ | 7,000 | | | | | $ | 6,286 | | | | | $ | 714 | | |
Decease of stock price to $9.00
|
| | | $ | (6,900) | | | | | $ | (6,196) | | | | | $ | (704) | | |
Stock volatility change with all other valuation inputs kept consistent:
|
| | | | | | | | | | | | | | | | | | |
Increase of volatility by 10% to 78.4%
|
| | | $ | 800 | | | | | $ | 718 | | | | | $ | 82 | | |
Decrease of volatility by 10% to 58.4%
|
| | | $ | (1,400) | | | | | $ | (1,257) | | | | | $ | (143) | | |
| | |
Annual P&L
|
| |||||||||||||||||||||||||||||||||||||||
($ in Thousands)
|
| |
2017A
|
| |
2018A
|
| |
2019A
|
| |
2020A
|
| |
2021P
|
| |
2022P
|
| |
2023P
|
| |||||||||||||||||||||
Revenue | | | | $ | 83,093 | | | | | $ | 106,877 | | | | | $ | 120,406 | | | | | $ | 121,015 | | | | | $ | 157,713 | | | | | $ | 201,091 | | | | | $ | 252,960 | | |
% Growth
|
| | | | | | | | | | 29% | | | | | | 13% | | | | | | 1% | | | | | | 30% | | | | | | 28% | | | | | | 26% | | |
Gross Billing Less TAC(1)
|
| | | $ | 50,727 | | | | | $ | 67,047 | | | | | $ | 77,528 | | | | | $ | 78,936 | | | | | $ | 102,362 | | | | | $ | 131,054 | | | | | $ | 167,020 | | |
% Growth
|
| | | | | | | | | | 32% | | | | | | 16% | | | | | | 2% | | | | | | 30% | | | | | | 28% | | | | | | 27% | | |
Platform Operations
|
| | | $ | 44,554 | | | | | $ | 54,492 | | | | | $ | 59,658 | | | | | $ | 59,426 | | | | | $ | 77,594 | | | | | $ | 97,231 | | | | | $ | 118,481 | | |
Sales & Marketing
|
| | | | 27,262 | | | | | | 30,367 | | | | | | 31,506 | | | | | | 31,900 | | | | | | 40,072 | | | | | | 48,959 | | | | | | 59,514 | | |
Technology & Development
|
| | | | 5,263 | | | | | | 6,817 | | | | | | 7,771 | | | | | | 8,464 | | | | | | 9,914 | | | | | | 13,140 | | | | | | 15,610 | | |
General & Administrative
|
| | | | 8,257 | | | | | | 10,725 | | | | | | 8,124 | | | | | | 8,424 | | | | | | 13,972 | | | | | | 21,019 | | | | | | 23,459 | | |
EBIT | | | | $ | (2,242) | | | | | $ | 4,476 | | | | | $ | 13,347 | | | | | $ | 12,800 | | | | | $ | 16,160 | | | | | $ | 20,742 | | | | | $ | 35,896 | | |
D&A
|
| | | | 9,696 | | | | | | 10,674 | | | | | | 9,647 | | | | | | 7,913 | | | | | | 7,950 | | | | | | 7,825 | | | | | | 8,011 | | |
EBITDA | | | | $ | 7,453 | | | | | $ | 15,151 | | | | | $ | 22,994 | | | | | $ | 20,713 | | | | | $ | 24,110 | | | | | $ | 28,566 | | | | | $ | 43,907 | | |
EBITDA Margin(2)
|
| | | | 15% | | | | | | 23% | | | | | | 30% | | | | | | 26% | | | | | | 24% | | | | | | 22% | | | | | | 26% | | |
Non-cash Stock
Compensation Adjustment |
| | | $ | 208 | | | | | $ | 490 | | | | | $ | 776 | | | | | $ | 657 | | | | | $ | 4,488 | | | | | $ | 8,000 | | | | | $ | 8,000 | | |
Other Adjustments
|
| | | $ | 6,724 | | | | | $ | 4,618 | | | | | $ | 3,456 | | | | | $ | 6,039 | | | | | $ | 2,050 | | | | | | — | | | | | | — | | |
Adjusted EBITDA
|
| | | $ | 14,385 | | | | | $ | 20,258 | | | | | $ | 27,226 | | | | | $ | 27,409 | | | | | $ | 30,648 | | | | | $ | 36,566 | | | | | $ | 51,907 | | |
Adj. EBITDA Margin(2)
|
| | | | 28% | | | | | | 30% | | | | | | 35% | | | | | | 35% | | | | | | 30% | | | | | | 28% | | | | | | 31% | | |
Name
|
| |
Title
|
|
James Lawson | | | Chief Executive Officer | |
Charles Jordan | | | Secretary and Vice President | |
|
Advisory Charter Proposal
|
| |
Current Charter
|
| |
Proposed Charter
|
|
|
Advisory Proposal A — Changes in Share Capital
|
| | The Current Charter authorizes 221,000,000 shares, consisting of (a) 220,000,000 shares of common stock, including 200,000,000 shares of Class A common stock and 20,000,000 shares of Class B common stock and (b) 1,000,000 shares of preferred stock. | | | The Proposed Charter would authorize [•] shares, consisting of (a) [•] shares of common stock and (b) [•] shares of preferred stock. | |
|
Advisory Proposal B — Amendments to the Terms of the Class B Common Stock
|
| | Prior to the business combination, shares of Class B common stock are identical to shares of Class A common stock, and holders of shares of Class B common stock have the same stockholder rights as shares of Class A common stock, except that (i) the shares of Class B common stock are subject to certain transfer restrictions, (ii) MCAP’s officers and directors and the initial stockholders have entered into a letter agreement with MCAP’s, pursuant to which they have agreed to waive certain redemption and liquidation rights, (iii) shares of Class B common stock will automatically convert into shares of Class A common stock at the business combination on a one-for-one basis and (iv) are entitled to registration rights. See “Description of Securities — Capital Structure Prior to the Business Combination — Common Stock — Founder Shares.” | | | The Proposed Charter does not delineate classes of common stock. The Proposed Charter only provides for shares of common and preferred stock. | |
|
Advisory Proposal C — Changes in Connection with Corporate Opportunity Doctrine
|
| | The Current Charter provides for the waiver of the corporate opportunity doctrine with respect to any officer or director of MCAP unless such | | | The Proposed Charter provides for the waiver of the corporate opportunity doctrine with respect to H.I.G. and its affiliates and any | |
|
Advisory Charter Proposal
|
| |
Current Charter
|
| |
Proposed Charter
|
|
| | | | opportunity is expressly offered to such person in his or her capacity as a director or officer and such opportunity is one MCAP is legally and contractually permitted to undertake and would otherwise be reasonable for MCAP to pursue, and to the extent the director or officer is permitted to refer that opportunity to MCAP without violating another legal obligation. | | | Non-Employee Director or his or her affiliates. | |
|
Advisory Proposal D — Changes Relating to the Stockholders Agreement
|
| | The Current Charter does not contain provisions subjecting certain amendments to and certain actions under the Current Charter to any stockholders agreement. | | |
The Proposed Charter provides that certain actions under the Proposed Charter relating to the nomination and election of directors are subject to the Stockholders Agreement.
Pursuant to the Stockholders Agreement, the Blocker Member and the Sponsor will have certain rights to designate directors to the combined company’s board of directors. For additional information, see “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Stockholders Agreement.”
|
|
|
Advisory Proposal E — Stockholder Action by Written Consent
|
| | The Current Charter provides that any action required or permitted to be taken by the stockholders of MCAP must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders other than with respect to Class B Common Stock with respect to which action may be taken by written consent. | | | The Proposed Charter provides that any action required or permitted to be taken by the stockholders of the combined company must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders. | |
|
Advisory Proposal F — Required Vote to Amend Certain Provisions of the Proposed Charter
|
| | The Current Charter provides that, with limited exceptions, amendments to the Current Charter require the affirmative vote of the holders of a majority of the voting power of MCAP’s outstanding common stock entitled to vote thereon. | | | The Proposed Charter provides that amendments to the Proposed Charter will require the affirmative vote of the holders of at least 66 2/3% of the voting power of the then outstanding shares of capital stock of the combined company entitled to vote, voting together as a single class. | |
|
Advisory Proposal G — Required Vote for the Removal of Directors
|
| | The Current Charter provides that directors may be removed by the affirmative vote of the holders a majority of MCAP’s outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class. | | | The Proposed Charter provides that directors may be removed by the affirmative vote of the holders of at least 66 2/3% of voting stock of the combined company entitled to vote at an election of directors. | |
|
Advisory Charter Proposal
|
| |
Current Charter
|
| |
Proposed Charter
|
|
|
Advisory Proposal H — Changes in Connection with Adoption of the Proposed Charter
|
| | The Current Charter contains various provisions applicable only to blank check companies. | | | The Proposed Charter would (i) change the post-business combination company’s corporate name from “MCAP Acquisition Corporation” to “AdTheorent Holding Company, Inc.” and make the Company’s corporate existence perpetual and (ii) remove certain provisions related to MCAP’s status as a blank check company that will no longer apply upon consummation of the business combination. | |
Name and Principal Position
|
| |
Year
|
| |
Salary
($) |
| |
Non-Equity
Incentive Plan Compensation ($) |
| |
All Other
Compensation ($) |
| |
Total
($) |
| |||||||||||||||
James Lawson
Chief Executive Officer |
| | | | 2020 | | | | | | 425,000 | | | | | | 300,000(1) | | | | | | 11,400(2) | | | | | | 736,400 | | |
Bill Todd
Chief Revenue Officer |
| | | | 2020 | | | | | | 341,250 | | | | | | 360,000(1) | | | | | | 11,400(2) | | | | | | 712,650 | | |
Chuck Jordan
Chief Financial Officer |
| | | | 2020 | | | | | | 302,500 | | | | | | 165,000(1) | | | | | | 10,632(2) | | | | | | 478,132 | | |
Name
|
| |
Target Bonus
Opportunity |
| |
Attainment
Percentage |
| |
Annual Bonus
Amount |
| |||||||||
James Lawson
|
| | | $ | 200,000 | | | | | | 150% | | | | | $ | 300,000 | | |
Bill Todd
|
| | | $ | 300,000 | | | | | | 120% | | | | | $ | 360,000 | | |
Chuck Jordan
|
| | | $ | 110,000 | | | | | | 150% | | | | | $ | 165,000 | | |
Name
|
| |
Option Awards
|
| |||||||||||||||||||||||||||
|
Grant
Date |
| |
Number of
Securities Underlying Unexercised Options Exercisable (#) |
| |
Number of
Securities Underlying Unexercised Options Unexercisable (#) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |||||||||||||||||
James Lawson
|
| | | | 10/1/17 | | | | | | 525,000 | | | | | | 0 | | | | | | 0.73 | | | | | | 10/1/27 | | |
| | | | | 5/6/19(1) | | | | | | 302,500 | | | | | | 302,500 | | | | | | 1.15 | | | | | | 5/6/29 | | |
Bill Todd
|
| | | | 5/6/19(2) | | | | | | 178,698 | | | | | | 186,302 | | | | | | 1.15 | | | | | | 5/6/29 | | |
Chuck Jordan
|
| | | | 10/1/17 | | | | | | 72,000 | | | | | | 0 | | | | | | 0.73 | | | | | | 10/1/27 | | |
| | | | | 2/15/18(3) | | | | | | 37,500 | | | | | | 12,500 | | | | | | 0.92 | | | | | | 2/15/28 | | |
| | | | | 5/6/19(4) | | | | | | 25,000 | | | | | | 25,000 | | | | | | 1.15 | | | | | | 5/6/29 | | |
| | |
Six Months Ended June 30 (unaudited)
|
| | | | | | | | | | | | | |||||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
Change
|
| |
%
|
| ||||||||||||||||||||||||
(amounts in US Dollars)
|
| |
(in thousands, except for percentages)
|
| | | | | | | | | | | | | |||||||||||||||||||||
Revenue
|
| | | $ | 70,834 | | | | | | 100.0% | | | | | $ | 44,899 | | | | | | 100.0% | | | | | $ | 25,935 | | | | | | 57.8% | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Platform operations
|
| | | | 33,151 | | | | | | 46.8% | | | | | | 23,628 | | | | | | 52.6% | | | | | | 9,523 | | | | | | 40.3% | | |
Sales and marketing
|
| | | | 16,480 | | | | | | 23.3% | | | | | | 14,496 | | | | | | 32.3% | | | | | | 1,984 | | | | | | 13.7% | | |
Technology and development
|
| | | | 5,133 | | | | | | 7.2% | | | | | | 4,493 | | | | | | 10.0% | | | | | | 640 | | | | | | 14.2% | | |
General and administrative
|
| | | | 10,114 | | | | | | 14.3% | | | | | | 3,779 | | | | | | 8.4% | | | | | | 6,335 | | | | | | 167.6% | | |
Total operating expenses
|
| | | | 64,878 | | | | | | 91.6% | | | | | | 46,396 | | | | | | 103.3% | | | | | | 18,482 | | | | | | 39.8% | | |
Income (loss) from operations
|
| | | | 5,956 | | | | | | 8.4% | | | | | | (1,497) | | | | | | -3.3% | | | | | | 7,453 | | | | | | 497.9% | | |
Interest expense, net
|
| | | | (1,210) | | | | | | -1.7% | | | | | | (1,815) | | | | | | -4.0% | | | | | | 605 | | | | | | -33.3% | | |
Other income (expense), net
|
| | | | 20 | | | | | | 0.0% | | | | | | (1) | | | | | | 0.0% | | | | | | 21 | | | | | | 0.0% | | |
Total other expense, net
|
| | | | (1,190) | | | | | | -1.7% | | | | | | (1,816) | | | | | | -4.0% | | | | | | 626 | | | | | | -34.5% | | |
Income (loss) from operations before income taxes
|
| | | | 4,766 | | | | | | 6.7% | | | | | | (3,313) | | | | | | -7.4% | | | | | | 8,079 | | | | | | 243.9% | | |
Provision (for) benefit from taxes
|
| | | | (1,572) | | | | | | -2.2% | | | | | | 924 | | | | | | 2.1% | | | | | | (2,496) | | | | | | -270.1% | | |
Net income (loss)
|
| | | $ | 3,194 | | | | | | 4.5% | | | | | $ | (2,389) | | | | | | -5.3% | | | | | $ | 5,583 | | | | | | 233.7% | | |
| | |
Year Ended December 31,
|
| | | | | | | | | | | | | |||||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
Change
|
| |
%
|
| ||||||||||||||||||||||||
(amounts in US Dollars)
|
| |
(in thousands, except for percentages)
|
| | | | | | | | | | | | | |||||||||||||||||||||
Revenue
|
| | | $ | 121,015 | | | | | | 100.0% | | | | | $ | 120,406 | | | | | | 100.0% | | | | | $ | 609 | | | | | | 0.5% | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Platform operations
|
| | | | 59,458 | | | | | | 49.1% | | | | | | 59,691 | | | | | | 49.6% | | | | | | (233) | | | | | | -0.4% | | |
Sales and marketing
|
| | | | 31,608 | | | | | | 26.1% | | | | | | 31,119 | | | | | | 25.8% | | | | | | 489 | | | | | | 1.6% | | |
Technology and development
|
| | | | 9,709 | | | | | | 8.0% | | | | | | 8,052 | | | | | | 6.7% | | | | | | 1,657 | | | | | | 20.6% | | |
General and administrative
|
| | | | 8,126 | | | | | | 6.7% | | | | | | 7,918 | | | | | | 6.6% | | | | | | 208 | | | | | | 2.6% | | |
Total operating expenses
|
| | | | 108,901 | | | | | | 90.0% | | | | | | 106,780 | | | | | | 88.7% | | | | | | 2,121 | | | | | | 2.0% | | |
Income from operations
|
| | | | 12,114 | | | | | | 10.0% | | | | | | 13,626 | | | | | | 11.3% | | | | | | (1,512) | | | | | | -11.1% | | |
Interest expense, net
|
| | | | (3,285) | | | | | | -2.7% | | | | | | (4,145) | | | | | | -3.4% | | | | | | 860 | | | | | | -20.7% | | |
Other income (expense), net
|
| | | | 646 | | | | | | 0.5% | | | | | | (1,965) | | | | | | -1.6% | | | | | | 2,611 | | | | | | -132.9% | | |
Total other expense, net
|
| | | | (2,639) | | | | | | -2.2% | | | | | | (6,110) | | | | | | -5.1% | | | | | | 3,471 | | | | | | -56.8% | | |
Income from operations before income
taxes |
| | | | 9,475 | | | | | | 7.8% | | | | | | 7,516 | | | | | | 6.2% | | | | | | 1,959 | | | | | | 26.1% | | |
Provision for taxes
|
| | | | (2,780) | | | | | | -2.3% | | | | | | (2,029) | | | | | | -1.7% | | | | | | (751) | | | | | | 37.0% | | |
Net income
|
| | | $ | 6,695 | | | | | | 5.5% | | | | | $ | 5,487 | | | | | | 4.6% | | | | | $ | 1,208 | | | | | | 22.0% | | |
| | |
Three Months Ended
|
| |||||||||||||||||||||||||||||||||
| | |
March 31,
2020 |
| |
June 30,
2020 |
| |
September 30,
2020 |
| |
December 31,
2020 |
| |
March 31,
2021 |
| |
June 30,
2021 |
| ||||||||||||||||||
(amounts in US Dollars)
|
| |
(in thousands, except for percentages)
|
| |||||||||||||||||||||||||||||||||
Revenue
|
| | | $ | 23,835 | | | | | $ | 21,064 | | | | | $ | 29,011 | | | | | $ | 47,105 | | | | | $ | 30,967 | | | | | $ | 39,867 | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
Platform operations
|
| | | | 12,259 | | | | | | 11,369 | | | | | | 14,438 | | | | | | 21,392 | | | | | | 14,888 | | | | | | 18,263 | | |
Sales and marketing
|
| | | | 7,630 | | | | | | 6,866 | | | | | | 7,694 | | | | | | 9,418 | | | | | | 8,058 | | | | | | 8,422 | | |
Technology and development
|
| | | | 2,014 | | | | | | 2,479 | | | | | | 2,501 | | | | | | 2,715 | | | | | | 2,463 | | | | | | 2,670 | | |
General and administrative
|
| | | | 1,754 | | | | | | 2,025 | | | | | | 1,978 | | | | | | 2,369 | | | | | | 2,137 | | | | | | 7,977 | | |
Total operating expenses
|
| | | | 23,657 | | | | | | 22,739 | | | | | | 26,611 | | | | | | 35,894 | | | | | | 27,546 | | | | | | 37,332 | | |
Income (loss) from operations
|
| | | | 178 | | | | | | (1,675) | | | | | | 2,400 | | | | | | 11,211 | | | | | | 3,421 | | | | | | 2,535 | | |
Interest expense, net
|
| | | | (873) | | | | | | (942) | | | | | | (755) | | | | | | (715) | | | | | | (600) | | | | | | (610) | | |
Other income (expense), net
|
| | | | (1) | | | | | | — | | | | | | 641 | | | | | | 6 | | | | | | — | | | | | | 20 | | |
Total other expense, net
|
| | | | (874) | | | | | | (942) | | | | | | (114) | | | | | | (709) | | | | | | (600) | | | | | | (590) | | |
Income (loss) from operations before income taxes
|
| | | | (696) | | | | | | (2,617) | | | | | | 2,286 | | | | | | 10,502 | | | | | | 2,821 | | | | | | 1,945 | | |
Provision (for) benefit from
taxes |
| | | | 192 | | | | | | 732 | | | | | | (709) | | | | | | (2,995) | | | | | | (988) | | | | | | (584) | | |
Net income (loss)
|
| | | $ | (504) | | | | | $ | (1,885) | | | | | $ | 1,577 | | | | | $ | 7,507 | | | | | $ | 1,833 | | | | | $ | 1,361 | | |
| | |
Year Ended December 31,
|
| |
Six Months Ended June 30,
|
| ||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2021
|
| |
2020
|
| ||||||||||||
(amounts in US Dollars)
|
| |
(in thousands, except for percentages)
|
| |||||||||||||||||||||
Revenue
|
| | | $ | 121,015 | | | | | $ | 120,406 | | | | | $ | 70,834 | | | | | $ | 44,899 | | |
Less: Platform operations
|
| | | | 59,458 | | | | | | 59,691 | | | | | | 33,151 | | | | | | 23,628 | | |
Gross Profit
|
| | | | 61,557 | | | | | | 60,715 | | | | | | 37,683 | | | | | | 21,271 | | |
Add back: Other platform operations
|
| | | | 17,475 | | | | | | 16,996 | | | | | | 9,767 | | | | | | 7,993 | | |
Gross Billing Less TAC(1)
|
| | | $ | 79,032 | | | | | $ | 77,711 | | | | | $ | 47,450 | | | | | $ | 29,264 | | |
| | |
Year Ended December 31,
|
| |
Six Months Ended June 30,
|
| ||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2021
|
| |
2020
|
| ||||||||||||
(amounts in US Dollars)
|
| |
(in thousands, except for percentages)
|
| |||||||||||||||||||||
Net income (loss)
|
| | | $ | 6,695 | | | | | $ | 5,487 | | | | | $ | 3,194 | | | | | $ | (2,389) | | |
Interest expense, net
|
| | | | 3,285 | | | | | | 4,145 | | | | | | 1,210 | | | | | | 1,815 | | |
Tax expense (benefit)
|
| | | | 2,780 | | | | | | 2,029 | | | | | | 1,572 | | | | | | (924) | | |
Depreciation and amortization
|
| | | | 8,134 | | | | | | 9,365 | | | | | | 4,224 | | | | | | 3,986 | | |
EBITDA(1) | | | | $ | 20,894 | | | | | $ | 21,026 | | | | | $ | 10,200 | | | | | $ | 2,488 | | |
Equity based compensation
|
| | | | 657 | | | | | | 776 | | | | | | 272 | | | | | | 365 | | |
Transaction costs(2)
|
| | | | 1,412 | | | | | | 3,200 | | | | | | 2,438 | | | | | | 852 | | |
Management fees(3)
|
| | | | 872 | | | | | | 898 | | | | | | 435 | | | | | | 435 | | |
Lease termination fee(4)
|
| | | | — | | | | | | — | | | | | | 4,243 | | | | | | — | | |
Non-core operations(5)
|
| | | | 1,047 | | | | | | 1,208 | | | | | | 1,194 | | | | | | 540 | | |
Adjusted EBITDA(1)
|
| | | $ | 24,882 | | | | | $ | 27,108 | | | | | $ | 18,782 | | | | | $ | 4,680 | | |
(amounts in US Dollars)
|
| |
Year Ended December 31,
|
| |
Six Months Ended June 30,
|
| ||||||||||||||||||
|
2020
|
| |
2019
|
| |
2021
|
| |
2020
|
| ||||||||||||||
|
(in thousands, except for percentages)
|
| |||||||||||||||||||||||
Gross Profit
|
| | | $ | 61,557 | | | | | $ | 60,715 | | | | | $ | 37,683 | | | | | $ | 21,271 | | |
Net income (loss)
|
| | | $ | 6,695 | | | | | $ | 5,487 | | | | | $ | 3,194 | | | | | $ | (2,389) | | |
Net income (loss) as a % of gross profit
|
| | | | 10.9% | | | | | | 9.0% | | | | | | 8.5% | | | | | | -11.2% | | |
Gross Billing Less TAC(1)
|
| | | $ | 79,032 | | | | | $ | 77,711 | | | | | $ | 47,450 | | | | | $ | 29,264 | | |
Adjusted EBITDA(1)
|
| | | $ | 24,882 | | | | | $ | 27,108 | | | | | $ | 18,782 | | | | | $ | 4,680 | | |
Adjusted EBITDA as a % of Gross Billing Less TAC(1)
|
| | | | 31.5% | | | | | | 34.9% | | | | | | 39.6% | | | | | | 16.0% | | |
Revenue
|
| | | $ | 121,015 | | | | | $ | 120,406 | | | | | $ | 70,834 | | | | | $ | 44,899 | | |
Gross Billing Less TAC(1)
|
| | | $ | 79,032 | | | | | $ | 77,711 | | | | | $ | 47,450 | | | | | $ | 29,264 | | |
Gross Billing Less TAC as a % of Revenue(1)
|
| | | | 65.3% | | | | | | 64.5% | | | | | | 67.0% | | | | | | 65.2% | | |
| | |
Three Months Ended
|
| |||||||||||||||||||||||||||||||||
| | |
March 31,
2020 |
| |
June 30,
2020 |
| |
September 30,
2020 |
| |
December 31,
2020 |
| |
March 31,
2021 |
| |
June 30,
2021 |
| ||||||||||||||||||
(amounts in US Dollars)
|
| |
(in thousands, except for percentages)
|
| |||||||||||||||||||||||||||||||||
Revenue
|
| | | $ | 23,835 | | | | | $ | 21,064 | | | | | $ | 29,011 | | | | | $ | 47,105 | | | | | $ | 30,967 | | | | | $ | 39,867 | | |
Less: Platform operations
|
| | | | 12,259 | | | | | | 11,369 | | | | | | 14,438 | | | | | | 21,392 | | | | | | 14,888 | | | | | | 18,263 | | |
Gross Profit
|
| | | | 11,576 | | | | | | 9,695 | | | | | | 14,573 | | | | | | 25,713 | | | | | | 16,079 | | | | | | 21,604 | | |
Add back: Other platform operations
|
| | | | 3,975 | | | | | | 4,018 | | | | | | 4,261 | | | | | | 5,221 | | | | | | 4,719 | | | | | | 5,048 | | |
Gross Billing Less TAC(1)
|
| | | $ | 15,551 | | | | | $ | 13,713 | | | | | $ | 18,834 | | | | | $ | 30,934 | | | | | $ | 20,798 | | | | | $ | 26,652 | | |
| | |
Three Months Ended
|
| |||||||||||||||||||||||||||||||||
| | |
March 31,
2020 |
| |
June 30,
2020 |
| |
September 30,
2020 |
| |
December 31,
2020 |
| |
March 31,
2021 |
| |
June 30,
2021 |
| ||||||||||||||||||
(amounts in US Dollars)
|
| |
(in thousands, except for percentages)
|
| |||||||||||||||||||||||||||||||||
Net income (loss)
|
| | | $ | (504) | | | | | $ | (1,885) | | | | | $ | 1,577 | | | | | $ | 7,507 | | | | | $ | 1,833 | | | | | $ | 1,361 | | |
Interest expense, net
|
| | | | 873 | | | | | | 942 | | | | | | 755 | | | | | | 715 | | | | | | 600 | | | | | | 610 | | |
Tax expense (benefit)
|
| | | | (192) | | | | | | (732) | | | | | | 709 | | | | | | 2,995 | | | | | | 988 | | | | | | 584 | | |
Depreciation and amortization
|
| | | | 1,967 | | | | | | 2,019 | | | | | | 2,060 | | | | | | 2,088 | | | | | | 2,102 | | | | | | 2,122 | | |
EBITDA(1) | | | | $ | 2,144 | | | | | $ | 344 | | | | | $ | 5,101 | | | | | $ | 13,305 | | | | | $ | 5,523 | | | | | $ | 4,677 | | |
Equity based compensation
|
| | | | 194 | | | | | | 171 | | | | | | 182 | | | | | | 110 | | | | | | 164 | | | | | | 108 | | |
Transaction costs(2)
|
| | | | 311 | | | | | | 541 | | | | | | 264 | | | | | | 296 | | | | | | 241 | | | | | | 2,197 | | |
Management fees(3)
|
| | | | 217 | | | | | | 218 | | | | | | 219 | | | | | | 218 | | | | | | 217 | | | | | | 218 | | |
Lease termination fee(4)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,243 | | |
Non-core operations(5)
|
| | | | 228 | | | | | | 312 | | | | | | 259 | | | | | | 248 | | | | | | 599 | | | | | | 595 | | |
Adjusted EBITDA(1)
|
| | | $ | 3,094 | | | | | $ | 1,586 | | | | | $ | 6,025 | | | | | $ | 14,177 | | | | | $ | 6,744 | | | | | $ | 12,038 | | |
| | |
Three Months Ended
|
| |||||||||||||||||||||||||||||||||
| | |
March 31,
2020 |
| |
June 30,
2020 |
| |
September 30,
2020 |
| |
December 31,
2020 |
| |
March 31,
2021 |
| |
June 30,
2021 |
| ||||||||||||||||||
(amounts in US Dollars)
|
| |
(in thousands, except for percentages)
|
| |||||||||||||||||||||||||||||||||
Gross Profit
|
| | | $ | 11,576 | | | | | $ | 9,695 | | | | | $ | 14,573 | | | | | $ | 25,713 | | | | | $ | 16,079 | | | | | $ | 21,604 | | |
Net income (loss)
|
| | | $ | (504) | | | | | $ | (1,885) | | | | | $ | 1,577 | | | | | $ | 7,507 | | | | | $ | 1,833 | | | | | $ | 1,361 | | |
Net income (loss) as a % of gross profit
|
| | | | -4.4% | | | | | | -19.4% | | | | | | 10.8% | | | | | | 29.2% | | | | | | 11.4% | | | | | | 6.3% | | |
Gross Billing Less TAC(1)
|
| | | $ | 15,551 | | | | | $ | 13,713 | | | | | $ | 18,834 | | | | | $ | 30,934 | | | | | $ | 20,798 | | | | | $ | 26,652 | | |
Adjusted EBITDA(1)
|
| | | $ | 3,094 | | | | | $ | 1,586 | | | | | $ | 6,025 | | | | | $ | 14,177 | | | | | $ | 6,744 | | | | | $ | 12,038 | | |
Adjusted EBITDA as a % of Gross Billing Less TAC(1)
|
| | | | 19.9% | | | | | | 11.6% | | | | | | 32.0% | | | | | | 45.8% | | | | | | 32.4% | | | | | | 45.2% | | |
Revenue
|
| | | $ | 23,835 | | | | | $ | 21,064 | | | | | $ | 29,011 | | | | | $ | 47,105 | | | | | $ | 30,967 | | | | | $ | 39,867 | | |
Gross Billing Less TAC(1)
|
| | | $ | 15,551 | | | | | $ | 13,713 | | | | | $ | 18,834 | | | | | $ | 30,934 | | | | | $ | 20,798 | | | | | $ | 26,652 | | |
Gross Billing Less TAC as a % of
Revenue(1) |
| | | | 65.2% | | | | | | 65.1% | | | | | | 64.9% | | | | | | 65.7% | | | | | | 67.2% | | | | | | 66.9% | | |
| | |
As of December 31,
|
| |
(unaudited)
As of June 30, |
| ||||||||||||
|
2020
|
| |
2019
|
| |
2021
|
| |||||||||||
(amounts in US Dollars)
|
| |
(in thousands)
|
| |||||||||||||||
Term Loan Payable
|
| | | $ | 26,187 | | | | | $ | 32,958 | | | | | $ | 24,974 | | |
Less: deferred financing fees
|
| | | | (155) | | | | | | (375) | | | | | | (75) | | |
| | | | | 26,032 | | | | | | 32,583 | | | | | | 24,899 | | |
Less: Current portion of Term Loan Payable, net
|
| | | | (26,032) | | | | | | (2,425) | | | | | | (24,899) | | |
Term Loan, net of current portion
|
| | | $ | — | | | | | $ | 30,158 | | | | | $ | — | | |
| | |
Year ended December 31,
|
| |
Six Months ended June 30,
|
| ||||||||||||||||||
|
2020
|
| |
2019
|
| |
2021
|
| |
2020
|
| ||||||||||||||
(amounts in US Dollars)
|
| |
(in thousands)
|
| |||||||||||||||||||||
Net cash provided by operating activities
|
| | | $ | 17,366 | | | | | $ | 11,821 | | | | | $ | 4,219 | | | | | $ | 10,359 | | |
Net cash used in investing activities
|
| | | $ | (2,270) | | | | | $ | (1,758) | | | | | $ | (1,210) | | | | | $ | (1,236) | | |
Net cash used in financing activities
|
| | | $ | (5,420) | | | | | $ | (6,730) | | | | | $ | (495) | | | | | $ | (1,411) | | |
| | |
Less than
1 year |
| |
1 – 3 years
|
| |
3 – 5 years
|
| |
Total
|
| ||||||||||||
(amounts in US Dollars)
|
| |
(in thousands)
|
| |||||||||||||||||||||
Operating Leases
|
| | | $ | 1,764 | | | | | $ | 3,940 | | | | | $ | 4,205 | | | | | $ | 9,909 | | |
Lease termination fee
|
| | | | 2,122 | | | | | | — | | | | | | — | | | | | | 2,122 | | |
Purchase commitments
|
| | | | 250 | | | | | | — | | | | | | — | | | | | | 250 | | |
Total contractual cash obligations
|
| | | $ | 4,136 | | | | | $ | 3,940 | | | | | $ | 4,205 | | | | | $ | 12,281 | | |
| | |
Less than
1 year |
| |
1 – 3 years
|
| |
3 – 5 years
|
| |
Total
|
| ||||||||||||
(amounts in US Dollars)
|
| |
(in thousands)
|
| |||||||||||||||||||||
Operating Leases
|
| | | $ | 3,810 | | | | | $ | 8,524 | | | | | $ | 10,751 | | | | | $ | 23,085 | | |
Purchase commitments
|
| | | | 500 | | | | | | — | | | | | | — | | | | | | 500 | | |
Total contractual cash obligations
|
| | | $ | 4,310 | | | | | $ | 8,524 | | | | | $ | 10,751 | | | | | $ | 23,585 | | |
Name
|
| |
Age
|
| |
Position
|
|
Theodore L. Koenig | | |
63
|
| | Chairman and Chief Executive Officer | |
Zia Uddin | | |
50
|
| | Co-President | |
Mark A. Solovy | | |
50
|
| | Co-President | |
Scott A. Marienau | | |
52
|
| | Chief Financial Officer | |
Peter Gruszka | | |
53
|
| | Director | |
Thomas J. Allison | | |
69
|
| | Director | |
John C. Chrystal | | |
63
|
| | Director | |
Roger Schoenfeld | | |
63
|
| | Director | |
Name
|
| |
Age
|
| |
Position
|
| | ||
James Lawson | | | 49 | | | Chief Executive Officer and Director nominee | | | ||
Charles Jordan | | | 58 | | | Chief Financial Officer, Secretary and Vice President | | | | |
Eric Tencer | | | 42 | | | Director nominee | | | ||
Rich Boghosian | | | 34 | | | Director nominee | | | ||
Danielle Qi | | | 37 | | | Director nominee | | | ||
John Black | | | 57 | | | Director nominee | | | ||
Zia Uddin | | | 50 | | | Director nominee | | | ||
[•] | | | [•] | | | Director nominee | | | ||
[•] | | | [•] | | | Director nominee | | | ||
[•] | | | [•] | | | Director nominee | | |
|
MCAP
|
| |
Post-Combination Company
|
|
|
Authorized Capital Stock
|
| |||
| MCAP Common Stock. MCAP is currently authorized to issue 220,000,000 shares of common stock (the “Common Stock”), including (i) 200,000,000 shares of Class A Common Stock (the “Class A Common Stock”) and (ii) 20,000,000 shares of Class B Common Stock (the “Class B Common Stock”). As of June 30, 2021, there were 3,416,907 shares of MCAP Class A common stock outstanding and 7,906,250 shares of MCAP Class B common stock outstanding. | | | Post-Combination Company Common Stock. The Post-Combination Company is authorized to issue [•] shares of common stock (the “Common Stock”). | |
| MCAP Preferred Stock. MCAP is currently authorized to issue 1,000,000 shares of preferred stock (the “Preferred Stock”). As of June 30, 2021, there were no shares of MCAP preferred stock outstanding. | | | Post-Combination Company Preferred Stock. The Post-Combination Company is authorized to issue [•] shares of preferred stock (the “Preferred Stock”). | |
|
Conversion Rights
|
| |||
|
Shares of Class B Common Stock are convertible into shares of Class A Common Stock on a one-for-one basis (the “Initial Conversion Ratio”) automatically upon the closing of the initial Business Combination.
Notwithstanding the Initial Conversion Ratio, in the
|
| | None. | |
|
MCAP
|
| |
Post-Combination Company
|
|
|
case that additional shares of Class A Common Stock, or equity-linked securities (as defined below), are issued or deemed issued in excess of the amounts sold in the Corporation’s initial public offering of securities (the “Offering”) and related to the closing of the initial Business Combination, all issued and outstanding shares of Class B Common Stock shall automatically convert into shares of Class A Common Stock at the time of the closing of the initial Business Combination at a ratio for which:
•
the numerator shall be equal to the sum of (A) 20% of all shares of Class A Common Stock issued or issuable (upon the conversion or exercise of any equity-linked securities or otherwise), in each case by the Corporation, related to or in connection with the consummation of the initial Business Combination (excluding any securities issued or issuable to any seller to any seller in the initial Business Combination, and any private placement-equivalent units and their underlying securities issued to the Sponsor or its affiliates upon conversion of loans to the Corporation) plus (B) the number of shares of Class B Common Stock issued and outstanding prior to the closing of the initial Business Combination; and
•
the denominator shall be the number of shares of Class B Common Stock issued and outstanding prior to the closing of the initial Business Combination
The term “equity-linked securities” means any debt or equity securities of MCAP that are convertible into, exercisable or exchangeable for Class A Common Stock issued in connection with the initial Business Combination, including but not limited to a private placement of equity or debt.
The conversion ratio is to be adjusted to account for any subdivision (by stock split, subdivision, exchange, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, exchange, reclassification, recapitalization or otherwise) or similar reclassification or recapitalization of the outstanding shares of Class A Common Stock into a greater or lesser number of shares occurring after the original filing of the Amended and Restated Certificate without a proportionate and corresponding subdivision, combination or similar reclassification or recapitalization of the
|
| | | |
|
MCAP
|
| |
Post-Combination Company
|
|
|
outstanding shares of Class B Common Stock.
Each share of Class B Common Stock shall convert into its pro rata number of shares of Class A Common Stock. The pro rata share for each holder of Class B Common Stock will be determined as follows: Each share of Class B Common Stock shall convert into such number of shares of Class A Common Stock as is equal to the product of one (1) multiplied by a fraction, the numerator of which shall be the total number of shares of Class A Common Stock into which all of the issued and outstanding shares of Class B Common Stock shall be converted and the denominator of which shall be the total number of issued and outstanding shares of Class B Common Stock at the time of conversion. |
| | | |
|
Number and Qualification of Directors
|
| |||
| The MCAP Board of Directors shall be fixed from time to time exclusively by the Board pursuant to a resolution adopted by a majority of the Board. No reduction of the authorized number of directors will have the effect of removing any director before that director’s term of office expires. No director need be a stockholder of MCAP or a resident of the State of Delaware. Each director must be at least 18 years of age. | | | Subject to the Proposed Certificate of Incorporation, the total number of directors constituting the whole Post-Combination Company Board of Directors shall be determined from time to time by resolution of the Post-Combination Board. Except as otherwise expressly delegated by resolution of the Board of Directors, the Board of Directors shall have the exclusive power and authority to appoint and remove officers of the Post-Combination Company. Directors need not be stockholders. | |
|
Structure of Board; Election of Directors
|
| |||
|
The Board is divided into three classes, as nearly equal in number as possible and designated Class I, Class II and Class III. The term of the initial Class I expires at the first annual meeting of the stockholders MCAP; the term of the initial Class II Directors expires at the second annual meeting of the stockholders of MCAP; and the term of the initial Class III Directors expires at the third annual meeting of the stockholders of MCAP.
At each succeeding annual meeting of the stockholders of the Corporation, beginning with the first annual meeting of the stockholders of MCAP, each of the successors elected to the class of directors whose term expires at that annual meeting shall be elected for a three-year term or until the election and qualification of their respective successors in office, subject to their earlier death, resignation or removal.
Subject to any contractual rights of stockholders, in accordance with the DGCL, or the rights of the holders of one or more series of Preferred Stock, voting separately by class or series, to elect directors
|
| | Subject to the special rights of the holders of any class or series of Preferred Stock to elect directors, for a period of five years following the filing of the Proposed Certificate of Incorporation (the “Specified Period”), the Board of Directors (other than those directors elected by the holders of any class or series of Preferred Stock) shall be classified three classes: Class I, Class II, and Class III. Each class shall consist of one-third of the total number of directors constituting the entire Board of Directors. The initial Class I Directors shall serve for a term expiring at the first annual meeting of stockholders of the Post-Combination Company following the filing of the Proposed Certificate of Incorporation; the initial Class II Directors shall serve for a term expiring at the second annual meeting of stockholders following the filing of the Proposed Certificate of Incorporation; and the initial Class III Directors shall serve for a term expiring at the third annual meeting of stockholders following the filing of the Proposed Certificate of Incorporation. At each annual meeting of stockholders beginning with the first annual | |
|
MCAP
|
| |
Post-Combination Company
|
|
|
pursuant to the terms of one or more series of Preferred Stock, the election of directors shall be determined by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon.
Notwithstanding any of the foregoing, and except as otherwise required by law, whenever the holders of one or more series of the Preferred Stock shall have the right, voting separately by class or series, to elect one or more directors, the term of office, the filling of vacancies, the removal from office and other features of such directorships shall be governed by the terms of such series of the Preferred Stock as set forth in the MCAP Charter (including any Preferred Stock Designation) and such directors shall not be included in any of the classes created pursuant to of the foregoing unless expressly provided by such terms |
| | meeting of stockholders, the successors of the class of directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders to be held in the third year following the year of their election. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. | |
|
Manner of Acting by Board
|
| |||
| A majority of the Board shall constitute a quorum for the transaction of business at any meeting of the Board, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by applicable law, the MCAP Charter or MCAP Bylaws. | | | Except as may be otherwise specifically provided by law, the Proposed Certificate of Incorporation, the Stockholders Agreement or the Post-Combination Company Bylaws, the vote of directors having a majority of the votes entitled to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Post-Combination Board. | |
|
Removal of Directors
|
| |||
| Subject to the contractual rights of any stockholder, in accordance with the DGCL, any or all of the directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of capital stock of MCAP entitled to vote generally in the election of directors, voting together as a single class. | | | Subject to any limitation imposed by applicable law or the Stockholders’ Agreement or the Proposed Certificate of Incorporation, the Board of Directors or any individual director or directors may be removed with or without cause by the affirmative vote of the holders of a majority of the then-outstanding shares of capital stock of the Post-Combination Company entitled to vote generally at an election of directors. | |
|
Voting
|
| |||
|
The holder of each share of MCAP Common Stock:
•
Except as otherwise required by law or the MCAP Charter (including any Preferred Stock Designation), exclusively possess all voting power with respect to MCAP.
•
Except as otherwise required by law or the MCAP Charter (including any Preferred Stock Designation), are entitled to one vote for each such share on each matter properly submitted to the stockholders on which the holders of the Common Stock are entitled to vote.
|
| |
Except as otherwise required by law or the Proposed Certificate of Incorporation (or any Certificate of Designation made thereunder), the holders of Common Stock shall exclusively possess all voting power with respect to the Post-Combination Company. The holders of shares of Common Stock shall be entitled to one vote for the election of directors and on all matters submitted to a vote of stockholders of the Post-Combination Company.
Except as otherwise required by law, holders of common stock, as such, shall not be entitled to vote on any amendment to the Proposed Certificate of Incorporation (including any Preferred Stock
|
|
|
MCAP
|
| |
Post-Combination Company
|
|
|
•
Except as otherwise required by law or the MCAP Charter, at any annual or special meeting of the stockholders of the MCAP, holders of the Class A Common Stock and holders of the Class B Common Stock, voting together as a single class, shall have the exclusive right to vote for the election of directors and on all other matters properly submitted to a vote of the stockholders. Notwithstanding the foregoing, except as otherwise required by law or the MCAP Charter (including any Preferred Stock Designation), holders of shares of any series of Common Stock shall not be entitled to vote on any amendment to the MCAP Charter (including any amendment to any Preferred Stock Designation) that relates solely to the terms of one or more outstanding series of Preferred Stock or other series of Common Stock if the holders of such affected series of Preferred Stock or Common Stock, as applicable, are entitled exclusively, either separately or together with the holders of one or more other such series, to vote thereon pursuant to the Amended and Restated Certificate (including any Preferred Stock Designation) or the DGCL.
Except as otherwise required by law or the MCAP Charter (including any Preferred Stock Designation), for so long as any shares of Class B Common Stock shall remain outstanding, MCAP shall not, without the prior vote or written consent of the holders of a majority of the shares of Class B Common Stock then outstanding, voting separately as a single class, amend, alter or repeal any provision of the MCAP Charter, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers, preferences or relative, participating, optional or other or special rights of the Class B Common Stock.
|
| | Designation) that relates solely to the rights, powers, preferences (or the qualifications, limitations or restrictions thereof) or other terms of one or more outstanding series of preferred stock if the holders of such affected series of preferred stock are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to the Proposed Certificate of Incorporation (including any Preferred Stock Designation) or pursuant to the DGCL. | |
|
Supermajority Voting Provisions
|
| |||
| See “Voting.” | | | See “Voting.” | |
|
Cumulative Voting
|
| |||
| Delaware law allows for cumulative voting only if provided for in the MCAP Charter; however, the MCAP Amended and Restated Certificate of Incorporation does not authorize cumulative voting. | | | The Proposed Certificate of Incorporation does not authorize cumulative voting. | |
|
Vacancies on the Board of Directors
|
| |||
| Except as otherwise provided by law or in the MCAP Charter, any vacancy occurring in the MCAP Board of Directors (whether caused by | | | Subject to the Stockholders’ Agreement, unless otherwise provided in the Proposed Certificate of Incorporation, and subject to the rights of the | |
|
MCAP
|
| |
Post-Combination Company
|
|
| resignation, death, or otherwise) may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director (and not by stockholders). A director elected to fill any vacancy will hold office for the remainder of the full term of the class of directors to which the new directorship was added or in which the vacancy occurred or until his or her successor shall have been elected and qualified. | | | holders of any series of Preferred Stock or as otherwise provided by applicable law, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors shall, unless the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by stockholders and except as otherwise provided by applicable law, shall be filled solely by a majority vote of the directors then in office, although less than a quorum, or by a sole remaining director. Directors chosen pursuant to any of the foregoing provisions shall hold office until the expiration of the term of the class for which elected and until their successors are duly elected and qualified or until their earlier resignation, removal from office, death or incapacity. | |
|
Amendment to Certificate of Incorporation
|
| |||
|
Under Delaware law, an amendment to the MCAP Charter generally requires the approval of the MCAP Board of Directors and a majority of the combined voting power of the then outstanding shares of voting stock, voting together as a single class.
In addition, see “Voting.” |
| |
Under Delaware law, an amendment to the Proposed Certificate of Incorporation generally requires the approval of the Post-Combination Company Board of Directors and a majority of the combined voting power of the then outstanding shares of voting stock, voting together as a single class.
In addition, see “Voting.”
|
|
|
Amendment of Bylaws
|
| |||
| The affirmative vote of a majority of the Board is be required to adopt, amend, alter or repeal the Bylaws. The Bylaws also may be adopted, amended, altered or repealed by the stockholders; provided, however, that in addition to any vote of the holders of any class or series of capital stock of MCAP required by applicable law or the MCAP Charter, the affirmative vote of the holders of at least a majority of the voting power of all outstanding shares of capital stock of MCAP entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders to adopt, amend, alter or repeal the Bylaws. | | | Except as provided in the Post-Combination Company Bylaws or the provisions of the Proposed Certificate of Incorporation, the Board of Directors is expressly empowered to adopt, alter, change, amend or repeal the Bylaws of the Post-Combination Company by the vote of at least a majority of the directors of the Post-Combination Company then in office. In addition, to any vote of the holders of any class or series of stock of the Post-Combination Company required by applicable law or the Proposed Certificate of Incorporation, the Post-Combination Company Bylaws may also be adopted, amended, or repealed by affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the then-outstanding shares of the capital stock of the Post-Combination Company entitled to vote generally in the election of directors, voting together as a single class. | |
|
Quorum
|
| |||
| Board of Directors. A majority of the Board shall constitute a quorum for the transaction of business | | | Board of Directors. Except as may be otherwise specifically provided by law, the Proposed | |
|
MCAP
|
| |
Post-Combination Company
|
|
|
at any meeting of the Board.
Stockholders. The presence, in person or by proxy, at a stockholders meeting of the holders of shares of outstanding capital stock of MCAP representing a majority of the voting power of all outstanding shares of capital stock of MCAP entitled to vote at such meeting shall constitute a quorum for the transaction of business at such meeting, except that when specified business is to be voted on by a class or series of stock voting as a class, the holders of shares representing a majority of the voting power of the outstanding shares of such class or series shall constitute a quorum of such class or series for the transaction of such business.
|
| |
Certificate of Incorporation or the Post-Combination Company Bylaws, a quorum of the Board of Directors shall consist of a majority of the whole Board of Directors.
Stockholders. Except as may be otherwise specifically provided by law, the Proposed Certificate of Incorporation or the Post-Combination Company Bylaws, the presence, in person, by remote communication, if applicable, or by proxy duly authorized, of the holders of a majority of the voting power of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business.
|
|
|
Stockholder Action by Written Consent
|
| |||
| To the extent permitted by the DGCL, the taking of action by stockholders without a meeting by less than unanimous written consent of all stockholders entitled to vote on the action is permitted. The DGCL provides that, unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. | | | The Proposed Certificate of Incorporation provides that the taking of any action by the stockholders in lieu of a meeting of the stockholders is specifically denied. | |
|
Special Stockholder Meetings
|
| |||
| Special meetings may be called only by the Chairman of the Board, Chief Executive Officer, or the Board pursuant to a resolution adopted by a majority of the Board, and may not be called by any other person. | | | Subject to the special rights of the holders of one or more classes or series of Preferred Stock, special meetings of the stockholders of the Post-Combination Company may be called, for any purpose or purposes as is a proper matter for stockholder action under the DGCL, by (i) the Chairperson of the Board of Directors, (ii) the Chief Executive Officer, or (iii) the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors. Such special meetings may not be called by stockholders or any other person or persons. | |
|
Notice of Stockholder Meetings
|
| |||
| MCAP must give, in any manner permitted by law, not less than 10 nor more than 60 days before the date of any meeting of stockholders, written notice stating the place, day, and time of the meeting, and the record date for determining stockholders | | | Except as otherwise provided by law, notice, given in writing or by electronic transmission, of each meeting of stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to | |
|
MCAP
|
| |
Post-Combination Company
|
|
|
entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, to each stockholder of record entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice of the meeting.
In the case of a Stockholders Meeting, the written notice shall also state with reasonable clarity the purpose or purposes for which the meeting is called and the general nature of the business proposed to be transacted at the meeting. |
| | vote at such meeting, such notice to specify the place, if any, date and hour, in the case of special meetings, the purpose or purposes of the meeting, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at any such meeting. Notice of the time, place, if any, and purpose of any meeting of stockholders (to the extent required) may be waived in writing, signed by the person entitled to notice thereof, or by electronic transmission by such person, either before or after such meeting, and will be waived by any stockholder by his or her attendance thereat in person, by remote communication, if applicable, or by proxy, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. | |
|
Stockholder Proposals (Other than Nomination of Persons for Election as Directors)
|
| |||
|
At an annual meeting of stockholders, an item of business may be conducted, and a proposal may be considered and acted upon, only if such item or proposal is brought before the meeting (i) by, or at the direction of, the MCAP Board of Directors, or (ii) by any MCAP Stockholder who is entitled to vote at the meeting and who has given timely notice thereof in writing to the Secretary of MCAP. To be timely, a stockholder’s notice must be delivered to or mailed and received by the Secretary not fewer than 90 days nor more than 120 days prior to the date MCAP’s proxy statement was released to the stockholders in connection with the previous year’s annual meeting. However, if MCAP did not hold an annual meeting the previous year, or if the date of the subject annual meeting date is more than 30 days before or more than 60 days after such anniversary date of the previous year’s annual meeting, then the deadline is 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting is first made by MCAP.
For a stockholder to cause a proposal to be included in MCAP’s proxy statement relating to a meeting of stockholders other than a regularly scheduled annual meeting, to be timely, the stockholder’s notice must be delivered to or mailed or received by the Secretary within a reasonable time before MCAP begins to print and mail its proxy materials. For a stockholder to cause a proposal that is not included in MCAP’s proxy statement to be brought |
| |
The annual meeting of the stockholders of the Post-Combination Company, for the purpose of election of directors and for such other business as may properly come before it, shall be held on such date and at such time as may be designated from time to time by the Board of Directors. Subject to that certain Stockholders’ Agreement, dated as of [•], 2021 (such agreement, as amended, supplemented, restated or otherwise modified from time to time, the “Stockholders’ Agreement”), by and among the Post-Combination Company, H.I.G. Growth — AdTheorent, LLC, a Delaware limited liability company, MCAP Acquisition, LLC, a Delaware limited liability company and the Stockholders (as defined in the Stockholders’ Agreement) party thereto, nominations of persons for election to the Board of Directors of the Post-Combination Company and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders: (i) pursuant to the Post-Combination Company’s notice of meeting of stockholders; (ii) brought specifically by or at the direction of the Board of Directors; or (iii) by any stockholder of the Post-Combination Company.
For business to be properly brought before an annual meeting by a stockholder, the stockholder must (i) provide Timely Notice (as defined below) thereof in writing and in proper written form to the Secretary of the Post-Combination Company, and (ii) provide any updates or supplements to such notice at the times and in the forms required by the
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|
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MCAP
|
| |
Post-Combination Company
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before an annual meeting of the stockholders, the stockholder must include: (A) a brief description of the business desired to be brought before the annual meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event such business includes a proposal to amend these Bylaws, the language of the proposed amendment) and the reasons for conducting such business at the annual meeting, (B) the name and record address of such stockholder and the name and address of the beneficial owner, if any, on whose behalf the proposal is made, (C) the class or series and number of shares of capital stock of the Corporation that are owned beneficially and of record by such stockholder and by the beneficial owner, if any, on whose behalf the proposal is made, (D) a description of all arrangements or understandings between such stockholder and the beneficial owner, if any, on whose behalf the proposal is made and any other person or persons (including their names) in connection with the proposal of such business by such stockholder, (E) any material interest of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made in such business and (F) a representation that such stockholder (or a qualified representative of such stockholder) intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.
At any Stockholders Meeting of the stockholders, only such business as is specified in the notice of such Stockholders Meeting given by or at the direction of the person or persons calling such meeting may come before such meeting. |
| | Post-Combination Company Bylaws. To be timely, a stockholder’s notice must be delivered to, or mailed and received at, the principal executive offices of the Post-Combination Company not less than ninety (90) nor more than one-hundred twenty (120) days prior to the one-year anniversary of the preceding year’s annual meeting; provided, however, that, if no annual meeting was held in the preceding year, to be timely, a stockholder’s notice must be so delivered, or mailed and received, not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or, if later, the tenth (10th) day following the day on which public disclosure of the date of such annual meeting was first made by the Post-Combination Company; provided, further, that, if the date of the annual meeting is more than thirty (30) days before or after such anniversary date, to be timely, a stockholder’s notice must be so delivered, or mailed and received, not later than the ninetieth (90th) day prior to such annual meeting or, if later, the tenth (10th) day following the day on which public disclosure of the date of such annual meeting was first made by the Post-Combination Company (such notice within such time periods, “Timely Notice”). | |
|
Stockholder Nominations of Persons for Election as Directors
|
| |||
| Stockholder nominations of persons for election as directors may be made in the same manner as other stockholder proposals. See “Stockholder Proposals (Other than Nomination of Persons for Election as Directors).” | | | Nominations of any individual for election to the Post-Combination Board at an annual meeting or at a special meeting (but only if the election of directors is a matter specified in the notice of meeting given by or at the direction of the person calling such special meeting) may be made at such meeting only (i) as provided in the Stockholders Agreement, (ii) by or at the direction of the Post-Combination Board, including by any committee or persons authorized to do so by the Post-Combination Board or the Post-Combination Company Bylaws, or (iii) by a stockholder present in person (A) who was a record owner of shares of the Post-Combination Company both at the time of giving the notice provided for in the Post-Combination Company Bylaws and at the time of the meeting, (B) is entitled to vote at the meeting and (C) has complied with the requirements of the | |
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MCAP
|
| |
Post-Combination Company
|
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| | | | Post-Combination Company Bylaws as to such notice and nomination. | |
|
Limitation of Liability of Directors and Officers
|
| |||
| To the fullest extent permitted by the DGCL, as it existed on the date of the MCAP Charter or as it is thereafter amended, a director of MCAP will not be personally liable to MCAP or its stockholders for monetary damages for breach of fiduciary duty as a director. Any amendment to or repeal of such provision will not adversely affect a director of MCAP with respect to any conduct of such director occurring prior to such amendment or repeal. | | | To the fullest extent permitted by the DGCL, as the same exists or as may hereafter be amended, a director of the Post-Combination Company shall not be personally liable to the Post-Combination Company or its stockholders for monetary damages for breach of fiduciary duty as a director. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Post-Combination Company shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended, automatically and without further action, upon the date of such amendment. | |
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Indemnification of Directors, Officers, Employees and Agents
|
| |||
|
MCAP will indemnify and hold harmless each person who is or was serving as a director or officer of MCAP or who, serving as a director or officer of MCAP, is or was serving at the request of MCAP as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, to which the person is a party or is threatened to be made a party because of such service, and will make advances of expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding, to the fullest extent permitted by law; provided that no such indemnity will be made in respect of any matter as to which a director or officer has been adjudged to be liable to MCAP, unless and only to the extent that the court in which such action or suit was brought determines, upon application, that, despite the adjudication of liability but in view of all the circumstances of the case, such director or officer is fairly and reasonably entitled to indemnity for such expenses which the court deems proper.
If, after the effective date of the MCAP Charter, the DGCL is amended to authorize further indemnification of directors or officers, then directors and officers of MCAP will be indemnified to the fullest extent permitted by the DGCL. |
| |
The Post-Combination Company shall indemnify its directors and its executive officers to the fullest extent not prohibited by the DGCL or any other applicable law; provided, however, that the Post-Combination Company may modify the extent of such indemnification by individual contracts with its directors and executive officers.
The Post-Combination Company shall have the power to indemnify (including the power to advance expenses) its other officers, employees and other agents as set forth in the DGCL or any other applicable law. The Board of Directors shall have the power to delegate the determination of whether indemnification shall be given to any such person except executive officers to such officers or other persons as the Board of Directors shall determine.
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MCAP
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Post-Combination Company
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Dividends, Distributions and Stock Repurchases
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| |||
| The holders of MCAP Common Stock, are entitled to receive, when and as declared by the MCAP Board of Directors, out of any assets of MCAP legally available therefor, such dividends as may be declared from time to time by the MCAP Board of Directors and hare equally on a per share basis in such dividends and distributions. | | | Subject to applicable law and the rights and preferences of the holders of any outstanding series of Post-Combination Company preferred stock, the holders of the shares of Post-Combination Company common stock shall be entitled to receive, when, as and if declared by the Board of Directors, out of the assets of the Post-Combination Company which are by law available therefor, dividends payable either in cash, in property or in shares of capital stock. | |
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Liquidation
|
| |||
| Upon any Liquidation, whether voluntary or involuntary, subject to applicable law, the rights, if any, of the holders of any outstanding series of the Preferred Stock, the holders of shares of Common Stock shall be entitled to receive all the remaining assets of the Corporation available for distribution to its stockholders, ratably in proportion to the number of shares of Class A Common Stock (on an as converted basis with respect to the Class B Common Stock) held by them. | | | Subject to applicable law and the rights, if any, of the holders of any outstanding class or series of the Preferred Stock, in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Post-Combination Company, after payment or provision for payment of the debts and other liabilities of the Post-Combination Company, the holders of the shares of the Common Stock shall be entitled to receive all the remaining assets of the Post-Combination Company available for distribution to its stockholders, ratably in proportion to the number of shares of the Common Stock held by them. | |
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Stockholder Rights Plan
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| |||
|
While Delaware law does not include a statutory provision expressly validating stockholder rights plans, such plans have generally been upheld by court decisions applying Delaware law.
MCAP does not have a stockholder rights plan currently in effect, but under the DGCL, the MCAP Board of Directors could adopt such a plan without stockholder approval. |
| | None. | |
|
Preemptive Rights
|
| |||
| The MCAP Charter and the MCAP Bylaws do not provide holders of MCAP Capital Stock with preemptive rights. Thus, as a general matter, if additional shares of MCAP Capital Stock are issued, the current holders of MCAP Capital Stock will own a proportionately smaller interest in a larger number of outstanding shares of MCAP Capital Stock to the extent that they do not participate in the additional issuance. | | | None. | |
|
Duties of Directors
|
| |||
| Under Delaware law, the standards of conduct for directors have developed through Delaware court case law. Generally, directors of Delaware corporations are subject to a duty of loyalty and a duty of care. The duty of loyalty requires directors to refrain from self-dealing, and the duty of care | | | None. | |
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MCAP
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Post-Combination Company
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requires directors in managing MCAP’s affairs to use that level of care which ordinarily careful and prudent persons would use in similar circumstances. When directors act consistently with their duties of loyalty and care, their decisions generally are presumed to be valid under the business judgment rule.
The MCAP Board of Directors may exercise all such powers and authority of MCAP and do all such lawful acts and things as are not by statute or the MCAP Charter or the MCAP Bylaws directed or required to be exercised or done solely by the stockholders.
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| | | |
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Inspection of Books and Records; Stockholder Lists
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| |||
| Inspection. Under Section 220 of the DGCL, any stockholder, in person or by attorney or other agent, has, upon written demand under oath stating the purpose thereof, the right during the usual hours for business to inspect for any proper purpose and to make copies and extracts from MCAP’s stock ledger, a list of its stockholders and its other books and records. | | |
The books and records of the Post-Combination Company may be kept within or outside the State of Delaware at such place or places as may from time to time be designated by the Board. Such books and records may be maintained on any information storage device, method, or one or more electronic networks or databases (including one or more distributed electronic networks or databases); provided that the records so kept can be converted into clearly legible paper form within a reasonable time, and, with respect to the stock ledger, the records so kept comply with Section 224 of the DGCL.
The Secretary shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (b) during ordinary business hours, at the principal place of business of the Post-Combination Company. In the event that the Post-Combination Company determines to make the list available on an electronic network, the Post-Combination Company may take reasonable steps to ensure that such information is available only to stockholders of the Post-Combination Company. The list shall be open to examination of any stockholder during the time of the meeting as provided by law.
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MCAP
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Post-Combination Company
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| Voting List. MCAP will cause to be prepared an alphabetical list of the names of all of its stockholders who are entitled to vote at a stockholders meeting or any adjournment thereof; provided, however, if the record date for determining stockholders entitled to vote is less than 10 days before the meeting date, the list will reflect the stockholders entitled to vote as of the 10th day before the meeting date. The list will be arranged alphabetical order and showing the address and the number and class of shares registered in the name of each stockholder. The stockholders’ list must be available for inspection by any stockholder, beginning at least 10 days prior to the meeting, and continuing through the meeting, during ordinary business hours at the principal place of business of MCAP. Such list will be produced and kept open at the time and place of the meeting. During such period, and during the whole time of the meeting, the stockholders’ list will be subject to the inspection of any stockholder, or the stockholder’s agent or attorney, for any purpose germane to the meeting. In cases where the record date for determining stockholders entitled to vote is fewer than 10 days prior to the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date. | | | | |
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Choice of Forum
|
| |||
| The MCAP Charter provides that unless MCAP consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action brought by on behalf of MCAP, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of MCAP’s directors, officers or stockholders to MCAP or MCAP’s stockholders, (iii) any action arising under the MCAP Charter, MCAP Bylaws or the DGCL or (iv) any action asserting a claim against MCAP governed by the internal affairs doctrine. In addition, the MCAP Charter designates the federal district courts of the United States of America as the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Any person or entity purchasing or otherwise acquiring any interest in shares of the MCAP’s capital stock will be deemed to have notice of and consented to the exclusive forum provisions in the MCAP Charter. | | | The Proposed Certificate of Incorporation provides that unless the Post-Combination Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action brought by on behalf of the Post-Combination Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of the Post-Combination Company’s directors, officers or stockholders to the Post-Combination Company or to the Post-Combination Company’s stockholders, (iii) any action arising under the Proposed Certificate of Incorporation, the Post-Combination Company Bylaws or the DGCL or (iv) any action asserting a claim against the Post-Combination Company governed by the internal affairs doctrine. In addition, the Proposed Certificate of Incorporation designates the federal district courts of the United States of America as the exclusive forum for the resolution of any complaint asserting | |
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MCAP
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Post-Combination Company
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| | | | a cause of action arising under the Securities Act. Any person or entity purchasing or otherwise acquiring any interest in shares of the Post-Combination Company’s capital stock will be deemed to have notice of and consented to the exclusive forum provisions in the Proposed Certificate of Incorporation. | |
Name and Address of Beneficial Owner(1)
|
| |
Before the Business
Combination |
| |
After the Business Combination
|
| ||||||||||||||||||||||||||||||
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Assuming No
Redemption |
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Assuming Maximum
Redemption |
| ||||||||||||||||||||||||||||||||
|
Number of
shares of MCAP Common Stock |
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%
|
| |
Number of
shares of Post- Combination Company Common Stock |
| |
%
|
| |
Number of
shares of Post- Combination Company Common Stock |
| |
%
|
| ||||||||||||||||||||
MCAP Acquisition, LLC(2)
|
| | | | 6,842,000(3) | | | | | | 19.9% | | | | | | 6,842,000 | | | | | | [•]% | | | | | | 6,842,000 | | | | | | [•]% | | |
Theodore L. Koenig(2)
|
| | | | 6,842,000(3) | | | | | | 19.9% | | | | | | [•](4) | | | | | | [•]% | | | | | | [•](4) | | | | | | [•]% | | |
Zia Uddin(5)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Mark A. Solovy(5)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Scott A. Marienau(5)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Peter Gruszka(5)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Thomas J. Allison
|
| | | | 11,000 | | | | | | * | | | | | | 11,000 | | | | | | * | | | | | | 11,000 | | | | | | * | | |
John C. Chrystal(5)
|
| | | | 11,000 | | | | | | * | | | | | | 11,000 | | | | | | * | | | | | | 11,000 | | | | | | * | | |
Roger Schoenfeld
|
| | | | 11,000 | | | | | | * | | | | | | 11,000 | | | | | | * | | | | | | 11,000 | | | | | | * | | |
All pre-Business Combination directors and officers as a group (8 persons):
|
| | | | 6,875,000 | | | | | | 20.0% | | | | | | 6,875,000 | | | | | | [•]% | | | | | | [•] | | | | | | [•]% | | |
Directors and Executive Officers of Post-Combination Company Post-Business Combination
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | % | | | | | | | | | | | | % | | |
| | | | | | | | | | | | | | | | | | | | | | | % | | | | | | | | | | | | % | | |
| | | | | | | | | | | % | | | | | | | | | | | | % | | | | | | | | | | | | % | | |
All post-Business Combination directors and executive officers as a group ([•] individuals)
|
| | | | | | | | |
|
%
|
| | | | | | | | | |
|
%
|
| | | | | | | | | |
|
%
|
| |
Five Percent Holders: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | % | | | | | | | | | | | | % | | |
| | | | | | | | | | | | | | | | | | | | | | | % | | | | | | | | | | | | % | | |
| | |
Page
|
| |||
MCAP ACQUISITION CORPORATION FINANCIAL STATEMENTS | | | | | | | |
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-18 | | | |
| | | | F-19 | | | |
| | | | F-20 | | | |
| | | | F-21 | | | |
| | | | F-22 | | | |
| | | | F-23 | | | |
ADTHEORENT FINANCIAL STATEMENTS | | | | | | | |
| | | | F-32 | | | |
| | | | F-33 | | | |
| | | | F-34 | | | |
| | | | F-35 | | | |
| | | | F-36 | | | |
| | | | F-37 | | | |
| | | | F-38 | | | |
Financial Statement Schedules | | | | | | | |
| | | | F-67 | | |
| | |
June 30,
2021 |
| |
December 31,
2020 |
| ||||||
| | |
(Unaudited)
|
| | | | | | | |||
ASSETS | | | | | | | | | | | | | |
Current Assets | | | | | | | | | | | | | |
Cash
|
| | | $ | 1,128,603 | | | | | $ | 25,000 | | |
Prepaid expenses
|
| | | | 477,014 | | | | | | — | | |
Total current assets
|
| | | | 1,605,617 | | | | | | 25,000 | | |
Deferred offering costs
|
| | | | — | | | | | | 146,634 | | |
Other assets
|
| | | | 284,831 | | | | | | — | | |
Cash and marketable securities held in Trust Account
|
| | | | 316,266,316 | | | | | | — | | |
Total assets
|
| | | $ | 318,156,764 | | | | | $ | 171,634 | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | |
Accounts payable and accrued expenses
|
| | | $ | 501,973 | | | | | $ | 65,584 | | |
Promissory note payable – related party
|
| | | | — | | | | | | 100,000 | | |
Total current liabilities
|
| | | | 501,973 | | | | | | 165,584 | | |
Warrant liability
|
| | | | 19,491,000 | | | | | | — | | |
Deferred underwriting fee payable
|
| | | | 11,068,750 | | | | | | — | | |
Total liabilities
|
| | | | 31,061,723 | | | | | | 165,584 | | |
Common Stock subject to possible redemption, 28,208,093 and 0 shares, at June 30, 2021 and December 31, 2020, respectively, at redemption value
|
| | | | 282,095,033 | | | | | | — | | |
Stockholders’ Equity | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none outstanding
|
| | | | — | | | | | | — | | |
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 3,416,907 and 0 issued and outstanding (excluding 28,208,093 and 0 shares subject to possible redemption), at June 30, 2021 and December 31, 2020, respectively
|
| | | | 342 | | | | | | — | | |
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 7,906,250 shares issued and outstanding(1)
|
| | | | 791 | | | | | | 791 | | |
Additional paid in capital
|
| | | | 3,313,835 | | | | | | 24,209 | | |
Retained earnings (accumulated deficit)
|
| | | | 1,685,040 | | | | | | (18,950) | | |
Total Stockholders’ Equity
|
| | | | 5,000,008 | | | | | | 6,050 | | |
| | | | $ | 318,156,764 | | | | | $ | 171,634 | | |
| | |
For the
Three Months Ended June 30, 2021 |
| |
For the
Six Months Ended June 30, 2021 |
| ||||||
Formation costs and other operating expenses
|
| | | $ | 763,796 | | | | | | 807,697 | | |
Loss from operations
|
| | | | (763,796) | | | | | | (807,697) | | |
Other Income (Loss): | | | | | | | | | | | | | |
Warrant issuance costs
|
| | | | — | | | | | | (832,378) | | |
Interest income
|
| | | | 10,194 | | | | | | 16,316 | | |
Change in fair value of warrant liability
|
| | | | 3,222,332 | | | | | | 3,327,749 | | |
Net income
|
| | | $ | 2,468,730 | | | | | $ | 1,703,990 | | |
Weighted average shares outstanding of Class A redeemable common stock, basic and diluted
|
| | | | 27,962,071 | | | | | | 28,526,273 | | |
Basic and diluted net income per share of Class A redeemable common stock
|
| | | $ | — | | | | | $ | — | | |
Weighted average shares outstanding of Class A and Class B non-redeemable common stock, basic and diluted
|
| | | | 11,569,179 | | | | | | 9,977,775 | | |
Basic and diluted net income per share of Class A and Class B non-redeemable common stock
|
| | | $ | 0.21 | | | | | $ | 0.17 | | |
| | |
Class A
Common Stock |
| |
Class B
Common Stock |
| |
Additional
Paid in Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholders’ Equity |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance – December 31, 2020
|
| | | | — | | | | | $ | — | | | | | | 7,906,250 | | | | | $ | 791 | | | | | $ | 24,209 | | | | | $ | (18,950) | | | | | $ | 6,050 | | |
Sale of 31,625,000 Units, net of underwriters discount and offering costs
|
| | | | 31,625,000 | | | | | | 3,163 | | | | | | — | | | | | | — | | | | | | 285,381,838 | | | | | | — | | | | | | 285,385,001 | | |
Common stock subject to redemption
|
| | | | (27,962,071) | | | | | | (2,796) | | | | | | — | | | | | | — | | | | | | (279,623,506) | | | | | | — | | | | | | (279,626,302) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (764,740) | | | | | | (764,740) | | |
Balance – March 31, 2021
|
| | | | 3,662,929 | | | | | | 367 | | | | | | 7,906,250 | | | | | | 791 | | | | | | 5,782,541 | | | | | | (783,690) | | | | | | 5,000,009 | | |
Common stock subject to redemption
|
| | | | (246,022) | | | | | | (25) | | | | | | — | | | | | | — | | | | | | (2,468,706) | | | | | | — | | | | | | (2,468,731) | | |
Net Income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,468,730 | | | | | | 2,468,730 | | |
Balance – June 30, 2021
|
| | | | 3,416,907 | | | | | $ | 342 | | | | | | 7,906,250 | | | | | $ | 791 | | | | | $ | 3,313,835 | | | | | $ | 1,685,040 | | | | | $ | 5,000,008 | | |
| Cash flow from operating activities: | | | | | | | |
|
Net income
|
| | | $ | 1,703,990 | | |
|
Adjustments to reconcile net income to net cash used in operating activities:
|
| | | | | | |
|
Interest earned in Trust Account
|
| | | | (16,316) | | |
|
Change in fair value of warrant liability
|
| | | | (3,327,749) | | |
|
Transaction costs allocable to warrant liability
|
| | | | 832,378 | | |
|
Changes in operating assets and liabilities:
|
| | | | | | |
|
Prepaid expenses and other assets
|
| | | | (761,845) | | |
|
Accounts payable and accrued expenses
|
| | | | 486,524 | | |
|
Net cash used in operating activities
|
| | | | (1,083,018) | | |
| Cash flows from investing activities: | | | | | | | |
|
Investment of cash in Trust Account
|
| | | | (316,250,000) | | |
|
Net cash used in investing activities
|
| | | | (316,250,000) | | |
| Cash flows from financing activities: | | | | | | | |
|
Proceeds from sale of Units, net of underwriting discounts paid
|
| | | | 309,925,000 | | |
|
Proceeds from promissory note – related party
|
| | | | 150,000 | | |
|
Proceeds from sale of Private Placement Warrants
|
| | | | 8,975,000 | | |
|
Repayment of promissory note – related party
|
| | | | (250,000) | | |
|
Payments of deferred offering costs
|
| | | | (363,379) | | |
|
Net cash provided by financing activities
|
| | | | 318,436,621 | | |
|
Net change in cash
|
| | | | 1,103,603 | | |
|
Cash at the beginning of the period
|
| | | | 25,000 | | |
|
Cash at the end of the period
|
| | | $ | 1,128,603 | | |
|
Non-Cash investing and financing activities:
|
| | | | | | |
|
Initial classification of Class A common stock shares subject to possible redemption
|
| | | $ | 302,376,840 | | |
|
Change in value of Class A common stock shares subject to possible redemption since initial classification
|
| | | | 20,281,807 | | |
|
Deferred underwriting fee payable
|
| | | | 11,068,750 | | |
|
Initial measurement of warrants issued in connection with the Initial Public Offering accounted for as liabilities
|
| | | | 22,818,749 | | |
| | |
For the Three
Months Ended June 30, 2021 |
| |
For the Six
Months Ended June 30, 2021 |
| ||||||
Redeemable Class A common stock | | | | | | | | | | | | | |
Numerator: earnings allocable to redeemable Class A common stock | | | | | | | | | | | | | |
Interest income
|
| | | $ | 10,194 | | | | | $ | 16,316 | | |
Net earnings
|
| | | $ | 10,194 | | | | | $ | 16,316 | | |
Denominator: weighted average redeemable Class A common stock shares | | | | | | | | | | | | | |
Redeemable Class A common stock shares, basic and diluted
|
| | | | 27,962,071 | | | | | | 28,526,273 | | |
Earnings per share basic and diluted redeemable Class A common stock
|
| | | $ | — | | | | | $ | — | | |
Non-Redeemable Class A and B common stock | | | | | | | | | | | | | |
Numerator: net income minus redeemable net earnings | | | | | | | | | | | | | |
Net income
|
| | | $ | 2,468,730 | | | | | $ | 1,703,990 | | |
Less: interest income allocated to redeemable Class A common stock
|
| | | | (10,194) | | | | | | (16,316) | | |
Net income attributable to Non-redeemable Class A and B common stock
|
| | | $ | 2,458,536 | | | | | $ | 1,687,674 | | |
Denominator: weighted average non-redeemable Class A and B common stock
|
| | | | | | | | | | | | |
Non-Redeemable Class A and B common stock shares, basic and diluted
|
| | | | 11,569,179 | | | | | | 9,977,775 | | |
Earnings per share basic and diluted non-redeemable Class A and B common
stock |
| | | $ | 0.21 | | | | | $ | 0.17 | | |
| | |
Level
|
| |
June 30, 2021
|
| ||||||
Assets: | | | | | | | | | | | | | |
Cash and marketable securities held in Trust Account
|
| | | | 1 | | | | | $ | 316,266,316 | | |
Liabilities: | | | | | | | | | | | | | |
Public Warrants
|
| | | | 1 | | | | | $ | 11,174,167 | | |
Private Placement Warrants
|
| | | | 3 | | | | | $ | 8,316,833 | | |
Input
|
| |
March 2, 2021
|
| |||
Risk-free interest rate
|
| | | | 0.71% | | |
Expected term (years)
|
| | | | 7 | | |
Expected Volatility
|
| | | | 13% | | |
Exercise Price
|
| | | $ | 11.50 | | |
Stock price
|
| | | $ | 9.55 | | |
Input
|
| |
June 30, 2021
|
| |||
Risk-free interest rate
|
| | | | 0.87% | | |
Expected term (years)
|
| | | | 6.7 | | |
Expected Volatility
|
| | | | 13% | | |
Exercise Price
|
| | | $ | 11.50 | | |
Stock price
|
| | | $ | 9.62 | | |
| | |
Private
Placement |
| |
Public
|
| |
Warrant
Liabilities |
| |||||||||
Fair value
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | |
Initial Measurement on March 2, 2021
|
| | | | 8,376,666 | | | | | | 14,442,083 | | | | | | 22,818,749 | | |
Change in valuation inputs or other assumptions(1)(2)
|
| | | | (59,833) | | | | | | (3,267,916) | | | | | | (3,327,749) | | |
Fair value as of June 30, 2021
|
| | | $ | 8,316,833 | | | | | $ | 14,174,167 | | | | | $ | 19,491,000 | | |
| ASSETS | | | | | | | |
| Current Assets | | | | | | | |
|
Cash
|
| | | $ | 25,000 | | |
|
Total current assets
|
| | | | 25,000 | | |
|
Deferred offering costs
|
| | | | 146,634 | | |
|
Total assets
|
| | | $ | 171,634 | | |
| LIABILITIES AND STOCKHOLDER’S EQUITY | | | | | | | |
| Current liabilities | | | | | | | |
|
Accounts payable and accrued expenses
|
| | | $ | 65,584 | | |
|
Promissory note payable – related party
|
| | | | 100,000 | | |
|
Total current liabilities
|
| | | | 165,584 | | |
| Stockholder’s Equity | | | | | | | |
|
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none outstanding
|
| | | | — | | |
|
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; none
outstanding |
| | | | — | | |
|
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 7,906,250 shares issued and outstanding(1)(2)
|
| | | | 791 | | |
|
Additional paid in capital
|
| | | | 24,209 | | |
|
Accumulated deficit
|
| | | | (18,950) | | |
|
Total Stockholder’s Equity
|
| | | | 6,050 | | |
| | | | | $ | 171,634 | | |
|
Formation costs and other operating expenses
|
| | | $ | 18,950 | | |
|
Net loss
|
| | | $ | (18,950) | | |
|
Weighted average shares outstanding, basic and diluted(1)(2)
|
| | | | 6,875,000 | | |
|
Basic and diluted net loss per common share
|
| | | $ | — | | |
| | |
Class B
Common Stock |
| |
Additional
Paid in Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholder’s Equity |
| ||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||
Balance – November 12, 2020 (date of inception)
|
| | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B common stock to
sponsor(1)(2) |
| | | | 7,906,250 | | | | | | 791 | | | | | | 24,209 | | | | | | — | | | | | | 25,000 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (18,950) | | | | | | (18,950) | | |
Balance – December 31, 2020
|
| | | | 7,906,250 | | | | | $ | 791 | | | | | $ | 24,209 | | | | | $ | (18,950) | | | | | $ | 6,050 | | |
| Cash flow from operating activities: | | | | | | | |
|
Net loss
|
| | | $ | (18,950) | | |
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
| | | | | | |
|
Changes in operating assets and liabilities:
|
| | | | | | |
|
Accounts payable and accrued expenses
|
| | | | (15,450) | | |
|
Net cash used in operating activities
|
| | | | (3,500) | | |
| Cash flows from financing activities: | | | | | | | |
|
Proceeds from sale of Class B common stock
|
| | | | 25,000 | | |
|
Proceeds from promissory note payable
|
| | | | 100,000 | | |
|
Payments of deferred offering costs
|
| | | | (96,500) | | |
|
Net cash provided by financing activities
|
| | | | 28,500 | | |
|
Net change in cash
|
| | | | 25,000 | | |
|
Cash at the beginning of the period
|
| | | | — | | |
|
Cash at the end of the period
|
| | | $ | 25,000 | | |
| Noncash financing activities: | | | | | | | |
|
Deferred offering costs included in accounts payable
|
| | | $ | 50,134 | | |
| | |
As of December 31,
|
| |
As of June 30,
|
| ||||||||||||
| | |
2020
|
| |
2019
|
| |
2021
|
| |||||||||
| | | | | | | | | | | | | | |
(unaudited)
|
| |||
ASSETS | | | | | | | | | | | | | | | | | | | |
Current assets
|
| | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 16,717 | | | | | $ | 6,818 | | | | | $ | 19,281 | | |
Restricted cash
|
| | | | 50 | | | | | | 273 | | | | | | — | | |
Accounts receivable, net
|
| | | | 47,015 | | | | | | 42,764 | | | | | | 40,195 | | |
Income tax recoverable
|
| | | | 132 | | | | | | 509 | | | | | | 46 | | |
Prepaid expenses
|
| | | | 991 | | | | | | 1,097 | | | | | | 2,255 | | |
Total current assets
|
| | | | 64,905 | | | | | | 51,461 | | | | | | 61,777 | | |
Property and equipment, net
|
| | | | 326 | | | | | | 356 | | | | | | 347 | | |
Customer relationships, net
|
| | | | 13,499 | | | | | | 18,013 | | | | | | 11,242 | | |
Other intangible assets, net
|
| | | | 9,351 | | | | | | 10,668 | | | | | | 8,584 | | |
Goodwill
|
| | | | 35,778 | | | | | | 35,778 | | | | | | 35,778 | | |
Security deposits
|
| | | | 151 | | | | | | 134 | | | | | | 91 | | |
Total assets
|
| | | $ | 124,010 | | | | | $ | 116,410 | | | | | $ | 117,819 | | |
LIABILITIES AND MEMBERS’ EQUITY | | | | | | | | | | | | | | | | | | | |
Current liabilities
|
| | | | | | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 12,542 | | | | | $ | 10,896 | | | | | $ | 10,439 | | |
Accrued compensation
|
| | | | 10,575 | | | | | | 5,937 | | | | | | 5,529 | | |
Accrued expenses
|
| | | | 5,999 | | | | | | 4,999 | | | | | | 5,203 | | |
Term loans, current portion
|
| | | | 26,032 | | | | | | 2,425 | | | | | | 24,899 | | |
Total current liabilities
|
| | | | 55,148 | | | | | | 24,257 | | | | | | 46,070 | | |
Term Loan, net of current portion
|
| | | | — | | | | | | 30,158 | | | | | | — | | |
SAFE notes
|
| | | | 1,250 | | | | | | — | | | | | | 1,950 | | |
Deferred income taxes
|
| | | | 4,520 | | | | | | 6,837 | | | | | | 3,448 | | |
Deferred rent
|
| | | | 1,825 | | | | | | 1,344 | | | | | | 1,600 | | |
Total liabilities
|
| | | | 62,743 | | | | | | 62,596 | | | | | | 53,068 | | |
Commitments and contingencies (Note 16) | | | | | | | | | | | | | | | | | | | |
Members’ equity | | | | | | | | | | | | | | | | | | | |
Class A Common Units; 26,000,000 units authorized, issued and
outstanding as of December 31, 2020, December 31, 2019, and June 30, 2021 (unaudited), respectively. |
| | | | 26,000 | | | | | | 26,000 | | | | | | 26,000 | | |
Class B Common Units; 17,333,333 units authorized, issued and
outstanding as of December 31, 2020, December 31, 2019, and June 30, 2021 (unaudited), respectively. |
| | | | 17,333 | | | | | | 17,333 | | | | | | 17,333 | | |
Class C Common Units; 5,850,000 units authorized as of
December 31, 2020, December 31, 2019, and June 30, 2021 (unaudited); 154,250, 34,250 and 175,500 units issued and outstanding as of December 31, 2020, December 31, 2019 and June 30, 2021 (unaudited), respectively. |
| | | | — | | | | | | — | | | | | | — | | |
Additional paid-in capital
|
| | | | 2,257 | | | | | | 1,499 | | | | | | 2,547 | | |
Retained earnings
|
| | | | 16,309 | | | | | | 8,982 | | | | | | 19,844 | | |
Total members’ equity attributable to AdTheorent Holding Company, LLC members
|
| | | | 61,899 | | | | | | 53,814 | | | | | | 65,724 | | |
Noncontrolling interests in consolidated subsidiaries
|
| | | | (632) | | | | | | — | | | | | | (973) | | |
Total members’ equity
|
| | | | 61,267 | | | | | | 53,814 | | | | | | 64,751 | | |
Total liabilities and members’ equity
|
| | | $ | 124,010 | | | | | $ | 116,410 | | | | | $ | 117,819 | | |
| | |
Year ended December 31,
|
| |
Six months ended June 30,
|
| ||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2021
|
| |
2020
|
| ||||||||||||
| | | | | | | | | | | | | | |
(unaudited)
|
| |||||||||
Revenue
|
| | | $ | 121,015 | | | | | $ | 120,406 | | | | | $ | 70,834 | | | | | $ | 44,899 | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Platform operations
|
| | | | 59,458 | | | | | | 59,691 | | | | | | 33,151 | | | | | | 23,628 | | |
Sales and marketing
|
| | | | 31,608 | | | | | | 31,119 | | | | | | 16,480 | | | | | | 14,496 | | |
Technology and development
|
| | | | 9,709 | | | | | | 8,052 | | | | | | 5,133 | | | | | | 4,493 | | |
General and administrative
|
| | | | 8,126 | | | | | | 7,918 | | | | | | 10,114 | | | | | | 3,779 | | |
Total operating expenses
|
| | | | 108,901 | | | | | | 106,780 | | | | | | 64,878 | | | | | | 46,396 | | |
Income (loss) from operations
|
| | | | 12,114 | | | | | | 13,626 | | | | | | 5,956 | | | | | | (1,497) | | |
Interest expense, net
|
| | | | (3,285) | | | | | | (4,145) | | | | | | (1,210) | | | | | | (1,815) | | |
Other income (expense), net
|
| | | | 646 | | | | | | (1,965) | | | | | | 20 | | | | | | (1) | | |
Total other expense, net
|
| | | | (2,639) | | | | | | (6,110) | | | | | | (1,190) | | | | | | (1,816) | | |
Income (loss) from operations before income taxes
|
| | | | 9,475 | | | | | | 7,516 | | | | | | 4,766 | | | | | | (3,313) | | |
(Provision for) benefit from taxes
|
| | | | (2,780) | | | | | | (2,029) | | | | | | (1,572) | | | | | | 924 | | |
Net income (loss)
|
| | | $ | 6,695 | | | | | $ | 5,487 | | | | | $ | 3,194 | | | | | $ | (2,389) | | |
Less: Net loss attributable to noncontrolling interest
|
| | | | 632 | | | | | | — | | | | | | 341 | | | | | | 257 | | |
Net income (loss) attributable to common members
|
| | | $ | 7,327 | | | | | $ | 5,487 | | | | | $ | 3,535 | | | | | $ | (2,132) | | |
Net income (loss) per common unit: | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | $ | 0.17 | | | | | $ | 0.13 | | | | | $ | 0.08 | | | | | $ | (0.05) | | |
Diluted
|
| | | $ | 0.17 | | | | | $ | 0.13 | | | | | $ | 0.08 | | | | | $ | (0.05) | | |
Weighted-average common units outstanding: | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | 43,399,728 | | | | | | 43,367,583 | | | | | | 43,495,125 | | | | | | 43,388,833 | | |
Diluted
|
| | | | 43,399,728 | | | | | | 43,367,583 | | | | | | 46,862,940 | | | | | | 43,388,833 | | |
| | |
Class A
Common Units |
| |
Class B
Common Units |
| |
Class C
Common Units |
| |
Additional
paid-in Capital |
| |
Retained
Earnings |
| |
Noncontrolling
Interests |
| |
Total
Members’ Equity |
| |||||||||||||||||||||||||||||||||||||||
| | |
Units
|
| |
Amount
|
| |
Units
|
| |
Amount
|
| |
Units
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||||||||
December 31, 2018
|
| | | | 26,000,000 | | | | | $ | 26,000 | | | | | | 17,333,333 | | | | | $ | 17,333 | | | | | | 34,250 | | | | | $ | — | | | | | $ | 720 | | | | | $ | 3,495 | | | | | $ | — | | | | | $ | 47,548 | | |
Equity-based compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 776 | | | | | | — | | | | | | — | | | | | | 776 | | |
Exercises of options
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3 | | | | | | — | | | | | | — | | | | | | 3 | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,487 | | | | | | — | | | | | | 5,487 | | |
December 31, 2019
|
| | | | 26,000,000 | | | | | $ | 26,000 | | | | | | 17,333,333 | | | | | $ | 17,333 | | | | | | 34,250 | | | | | $ | — | | | | | $ | 1,499 | | | | | $ | 8,982 | | | | | $ | — | | | | | $ | 53,814 | | |
Equity-based compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 657 | | | | | | — | | | | | | — | | | | | | 657 | | |
Exercises of options
|
| | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | 120,000 | | | | | | — | | | | | | 101 | | | | | | — | | | | | | — | | | | | | 101 | | |
Net income (loss)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 7,327 | | | | | | (632) | | | | | | 6,695 | | |
December 31, 2020
|
| | | | 26,000,000 | | | | | $ | 26,000 | | | | | | 17,333,333 | | | | | $ | 17,333 | | | | | | 154,250 | | | | | $ | — | | | | | $ | 2,257 | | | | | $ | 16,309 | | | | | $ | (632) | | | | | $ | 61,267 | | |
Equity-based compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 272 | | | | | | — | | | | | | — | | | | | | 272 | | |
Exercises of options
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 21,250 | | | | | | — | | | | | | 18 | | | | | | — | | | | | | — | | | | | | 18 | | |
Net income (loss)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 3,535 | | | | | | (341) | | | | | | 3,194 | | |
June 30, 2021 (unaudited)
|
| | | | 26,000,000 | | | | | $ | 26,000 | | | | | | 17,333,333 | | | | | $ | 17,333 | | | | | | 175,500 | | | | | $ | — | | | | | $ | 2,547 | | | | | $ | 19,844 | | | | | $ | (973) | | | | | $ | 64,751 | | |
| | |
Class A
Common Units |
| |
Class B
Common Units |
| |
Class C
Common Units |
| |
Additional
paid-in Capital |
| |
Retained
Earnings |
| |
Noncontrolling
Interests |
| |
Total
Members’ Equity |
| |||||||||||||||||||||||||||||||||||||||
| | |
Units
|
| |
Amount
|
| |
Units
|
| |
Amount
|
| |
Units
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||||||||
December 31, 2019
|
| | | | 26,000,000 | | | | | $ | 26,000 | | | | | | 17,333,333 | | | | | $ | 17,333 | | | | | | 34,250 | | | | | $ | — | | | | | $ | 1,499 | | | | | $ | 8,982 | | | | | $ | — | | | | | $ | 53,814 | | |
Equity-based compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 365 | | | | | | — | | | | | | — | | | | | | 365 | | |
Exercises of options
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 42,500 | | | | | | — | | | | | | 33 | | | | | | — | | | | | | — | | | | | | 33 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | (2,132) | | | | | | (257) | | | | | | (2,389) | | |
June 30, 2020 (unaudited)
|
| | | | 26,000,000 | | | | | $ | 26,000 | | | | | | 17,333,333 | | | | | $ | 17,333 | | | | | | 76,750 | | | | | $ | — | | | | | $ | 1,897 | | | | | $ | 6,850 | | | | | $ | (257) | | | | | $ | 51,823 | | |
| | |
Year ended December 31,
|
| |
Six months ended June 30,
|
| ||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2021
|
| |
2020
|
| ||||||||||||
| | | | | | | | | | | | | | |
(unaudited)
|
| |||||||||
Cash flows from operating activities | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income / (loss)
|
| | | $ | 6,695 | | | | | $ | 5,487 | | | | | $ | 3,194 | | | | | $ | (2,389) | | |
Adjustments to reconcile net income to net cash provided by
operating activities: |
| | | | | | | | | | | | | | | | | | | | | | | | |
Provision for bad debt
|
| | | | 159 | | | | | | 155 | | | | | | 1 | | | | | | (34) | | |
Amortization expense
|
| | | | 7,988 | | | | | | 9,237 | | | | | | 4,154 | | | | | | 3,910 | | |
Depreciation expense
|
| | | | 146 | | | | | | 128 | | | | | | 70 | | | | | | 76 | | |
Amortization of debt issuance costs
|
| | | | 220 | | | | | | 264 | | | | | | 80 | | | | | | 99 | | |
Deferred tax benefit
|
| | | | (2,317) | | | | | | (1,712) | | | | | | (1,072) | | | | | | (1,159) | | |
Equity-based compensation
|
| | | | 657 | | | | | | 776 | | | | | | 272 | | | | | | 365 | | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts receivable
|
| | | | (4,410) | | | | | | (5,673) | | | | | | 6,819 | | | | | | 16,763 | | |
Income taxes recoverable
|
| | | | 377 | | | | | | (509) | | | | | | 86 | | | | | | (304) | | |
Prepaid expenses and other assets
|
| | | | 89 | | | | | | 269 | | | | | | (1,204) | | | | | | (193) | | |
Accounts payable
|
| | | | 1,643 | | | | | | 656 | | | | | | (2,114) | | | | | | (3,169) | | |
Accrued expenses and other liabilities
|
| | | | 6,119 | | | | | | 2,743 | | | | | | (6,067) | | | | | | (3,606) | | |
Net cash provided by operating activities
|
| | | | 17,366 | | | | | | 11,821 | | | | | | 4,219 | | | | | | 10,359 | | |
Cash flows from investing activities | | | | | | | | | | | | | | | | | | | | | | | | | |
Capitalized software development costs
|
| | | | (2,154) | | | | | | (1,587) | | | | | | (1,119) | | | | | | (1,140) | | |
Purchase of property and equipment
|
| | | | (116) | | | | | | (171) | | | | | | (91) | | | | | | (96) | | |
Net cash used in investing activities
|
| | | | (2,270) | | | | | | (1,758) | | | | | | (1,210) | | | | | | (1,236) | | |
Cash flows from financing activities | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash received for exercised options
|
| | | | 101 | | | | | | 3 | | | | | | 18 | | | | | | 33 | | |
Proceeds from SAFE notes
|
| | | | 1,250 | | | | | | — | | | | | | 700 | | | | | | 1,000 | | |
Payment of term loan
|
| | | | (6,771) | | | | | | (6,733) | | | | | | (1,213) | | | | | | (2,444) | | |
Net cash used in financing activities
|
| | | | (5,420) | | | | | | (6,730) | | | | | | (495) | | | | | | (1,411) | | |
Net increase in cash and cash equivalents
|
| | | | 9,676 | | | | | | 3,333 | | | | | | 2,514 | | | | | | 7,712 | | |
Cash, cash equivalents and restricted cash at beginning of period
|
| | | | 7,091 | | | | | | 3,758 | | | | | | 16,767 | | | | | | 7,091 | | |
Cash, cash equivalents and restricted cash at end of period
|
| | | $ | 16,767 | | | | | $ | 7,091 | | | | | $ | 19,281 | | | | | $ | 14,803 | | |
Cash and cash equivalents
|
| | | | 16,717 | | | | | | 6,818 | | | | | | 19,281 | | | | | | 14,656 | | |
Restricted cash
|
| | | | 50 | | | | | | 273 | | | | | | — | | | | | | 147 | | |
Cash, cash equivalents and restricted cash at end of period
|
| | | $ | 16,767 | | | | | $ | 7,091 | | | | | $ | 19,281 | | | | | $ | 14,803 | | |
Supplemental disclosure of cash flow information | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash paid during the year for interest
|
| | | $ | 3,131 | | | | | $ | 3,951 | | | | | $ | 1,166 | | | | | $ | 1,770 | | |
Cash paid during the year for income taxes
|
| | | $ | 1,416 | | | | | $ | 4,124 | | | | | $ | 7,408 | | | | | $ | 659 | | |
Non-cash investing and financial activities | | | | | | | | | | | | | | | | | | | | | | | | | |
Capitalized software and property and equipment, net included in accounts payable
|
| | | $ | 3 | | | | | $ | 12 | | | | | $ | 11 | | | | | $ | 46 | | |
Description
|
| |
Estimated Life (Years)
|
| |||
Computer equipment
|
| | | | 5 | | |
Leasehold improvements
|
| | | | 5* | | |
Description
|
| |
Estimated Life (Years)
|
|
Software | | |
2 – 6
|
|
Non-compete agreements
|
| |
5
|
|
Customer relationships
|
| |
6 – 7
|
|
Trademarks/tradenames
|
| |
9 – 15
|
|
| | |
Year Ended December 31,
|
| |
Six Months Ended June 30,
|
| ||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2021
|
| |
2020
|
| ||||||||||||
| | | | | | | | | | | | | | |
(unaudited)
|
| |||||||||
Net income (loss) attributable to common members
|
| | | $ | 7,327 | | | | | $ | 5,487 | | | | | $ | 3,535 | | | | | $ | (2,132) | | |
Weighted-average common units outstanding: | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | 43,399,728 | | | | | | 43,367,583 | | | | | | 43,495,125 | | | | | | 43,388,833 | | |
Diluted
|
| | | | 43,399,728 | | | | | | 43,367,583 | | | | | | 46,862,940 | | | | | | 43,388,833 | | |
Net income (loss) per common unit: | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | $ | 0.17 | | | | | $ | 0.13 | | | | | $ | 0.08 | | | | | $ | (0.05) | | |
Diluted
|
| | | $ | 0.17 | | | | | $ | 0.13 | | | | | $ | 0.08 | | | | | $ | (0.05) | | |
| | |
As of December 31,
|
| |
As of June 30,
|
| ||||||||||||
| | |
2020
|
| |
2019
|
| |
2021
|
| |||||||||
| | | | | | | | | | | | | | |
(unaudited)
|
| |||
Accounts receivables
|
| | | $ | 47,132 | | | | | | 42,915 | | | | | | 40,207 | | |
Other receivables
|
| | | | 340 | | | | | | 225 | | | | | | 436 | | |
| | | | | 47,472 | | | | | | 43,140 | | | | | | 40,643 | | |
Less: provision for bad debts
|
| | | | (457) | | | | | | (376) | | | | | | (448) | | |
Total
|
| | | $ | 47,015 | | | | | | 42,764 | | | | | | 40,195 | | |
| | |
As of December 31,
|
| |
As of June 30,
|
| ||||||||||||
| | |
2020
|
| |
2019
|
| |
2021
|
| |||||||||
| | | | | | | | | | | | | | |
(unaudited)
|
| |||
Computers and equipment
|
| | | $ | 659 | | | | | $ | 587 | | | | | $ | 694 | | |
Leasehold improvements
|
| | | | — | | | | | | 62 | | | | | | — | | |
| | | | | 659 | | | | | | 649 | | | | | | 694 | | |
Less: accumulated depreciation
|
| | | | (333) | | | | | | (293) | | | | | | (347) | | |
Total
|
| | | $ | 326 | | | | | $ | 356 | | | | | $ | 347 | | |
| | |
Remaining
Weighted Average Useful Life (in years) |
| |
As of December 31, 2020
|
| | |||||||||||||||||
| | |
Gross
amount |
| |
Accumulated
amortization |
| |
Net carrying
amount |
| |||||||||||||||
Software
|
| | | | 2.0 | | | | | $ | 9,124 | | | | | $ | (8,138) | | | | | $ | 986 | | |
Capitalized software costs
|
| | | | 1.4 | | | | | | 5,275 | | | | | | (3,334) | | | | | | 1,941 | | |
Customer relationships
|
| | | | 3.0 | | | | | | 31,726 | | | | | | (18,227) | | | | | | 13,499 | | |
Trademarks/tradename
|
| | | | 6.0 | | | | | | 10,243 | | | | | | (4,115) | | | | | | 6,128 | | |
Non-compete agreements
|
| | | | 1.0 | | | | | | 1,519 | | | | | | (1,223) | | | | | | 296 | | |
Total
|
| | | | | | | | | $ | 57,887 | | | | | $ | (35,037) | | | | | $ | 22,850 | | |
| | |
Remaining
Weighted Average Useful Life (in years) |
| |
As of December 31, 2019
|
| | |||||||||||||||||
| | |
Gross
amount |
| |
Accumulated
amortization |
| |
Net carrying
amount |
| |||||||||||||||
Software
|
| | | | 3.0 | | | | | $ | 9,124 | | | | | $ | (7,624) | | | | | $ | 1,500 | | |
Capitalized software costs
|
| | | | 2.2 | | | | | | 3,118 | | | | | | (1,699) | | | | | | 1,419 | | |
Customer relationships
|
| | | | 4.0 | | | | | | 31,726 | | | | | | (13,712) | | | | | | 18,014 | | |
Trademarks/tradename
|
| | | | 7.0 | | | | | | 10,243 | | | | | | (3,094) | | | | | | 7,149 | | |
Non-compete agreements
|
| | | | 2.0 | | | | | | 1,519 | | | | | | (920) | | | | | | 599 | | |
Total
|
| | | | | | | | | $ | 55,730 | | | | | $ | (27,049) | | | | | $ | 28,681 | | |
| | |
Remaining
Weighted Average Useful Life (in years) |
| |
As of June 30, 2021 (unaudited)
|
| | | | | | | ||||||||||||
| | |
Gross
amount |
| |
Accumulated
amortization |
| |
Net carrying
amount |
| |||||||||||||||
Software
|
| | | | 1.5 | | | | | $ | 9,124 | | | | | $ | (8,396) | | | | | $ | 728 | | |
Capitalized software costs
|
| | | | 1.1 | | | | | | 6,405 | | | | | | (4,312) | | | | | | 2,093 | | |
Customer relationships
|
| | | | 2.5 | | | | | | 31,726 | | | | | | (20,483) | | | | | | 11,243 | | |
Trademarks/tradename
|
| | | | 5.5 | | | | | | 10,243 | | | | | | (4,625) | | | | | | 5,618 | | |
Non-compete agreements
|
| | | | 0.5 | | | | | | 1,519 | | | | | | (1,375) | | | | | | 144 | | |
Total
|
| | | | | | | | | $ | 59,017 | | | | | $ | (39,191) | | | | | $ | 19,826 | | |
| | |
Year ended December 31,
|
| |
Six months ended June 30,
|
| ||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2021
|
| |
2020
|
| ||||||||||||
| | | | | | | | | | | | | | |
(unaudited)
|
| |||||||||
Platform operations
|
| | | $ | 1,720 | | | | | $ | 3,401 | | | | | $ | 977 | | | | | $ | 819 | | |
Sales and marketing
|
| | | | 5,489 | | | | | | 5,522 | | | | | | 2,741 | | | | | | 2,748 | | |
Technology and development
|
| | | | 465 | | | | | | — | | | | | | 279 | | | | | | 186 | | |
General and administrative
|
| | | | 314 | | | | | | 314 | | | | | | 157 | | | | | | 157 | | |
Total
|
| | | $ | 7,988 | | | | | $ | 9,237 | | | | | $ | 4,154 | | | | | $ | 3,910 | | |
| | |
Year ended
December 31, |
| |||
2021
|
| | | $ | 6,345 | | |
2022
|
| | | $ | 6,003 | | |
2023
|
| | | $ | 5,496 | | |
2024
|
| | | $ | 1,021 | | |
2025
|
| | | $ | 1,021 | | |
| | |
As of December 31,
|
| |
As of June 30,
|
| ||||||||||||
| | |
2020
|
| |
2019
|
| |
2021
|
| |||||||||
| | | | | | | | | | | | | | |
(unaudited)
|
| |||
Income taxes payable
|
| | | $ | 3,878 | | | | | $ | 1,178 | | | | | $ | — | | |
Sales and use taxes payable
|
| | | | 190 | | | | | | 65 | | | | | | 160 | | |
Deferred revenue
|
| | | | 42 | | | | | | — | | | | | | 20 | | |
Other liabilities
|
| | | | 1,889 | | | | | | 3,756 | | | | | | 5,023 | | |
Total
|
| | | $ | 5,999 | | | | | $ | 4,999 | | | | | $ | 5,203 | | |
| | |
As of December 31,
|
| |
As of June 30,
|
| ||||||||||||
| | |
2020
|
| |
2019
|
| |
2021
|
| |||||||||
| | | | | | | | | | | | | | |
(unaudited)
|
| |||
Term Loan Payable
|
| | | $ | 26,187 | | | | | $ | 32,958 | | | | | $ | 24,974 | | |
Less: Deferred financing fees
|
| | | | (155) | | | | | | (375) | | | | | | (75) | | |
| | | | | 26,032 | | | | | | 32,583 | | | | | | 24,899 | | |
Less: Current portion of Term Loan Payable, net
|
| | | | (26,032) | | | | | | (2,425) | | | | | | (24,899) | | |
Term Loan, net of current portion
|
| | | $ | — | | | | | $ | 30,158 | | | | | $ | — | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Domestic
|
| | | $ | 9,946 | | | | | $ | 7,468 | | |
Foreign
|
| | | | (471) | | | | | | 48 | | |
Income from operations before income taxes
|
| | | $ | 9,475 | | | | | $ | 7,516 | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Current provision (benefit): | | | | | | | | | | | | | |
Federal
|
| | | $ | 3,465 | | | | | $ | 2,744 | | |
State and local
|
| | | | 1,643 | | | | | | 976 | | |
Foreign
|
| | | | (11) | | | | | | 21 | | |
Total current provision
|
| | | | 5,097 | | | | | | 3,741 | | |
Deferred benefit: | | | | | | | | | | | | | |
Federal
|
| | | | (1,614) | | | | | | (1,412) | | |
State and local
|
| | | | (703) | | | | | | (300) | | |
Foreign
|
| | | | — | | | | | | — | | |
Total deferred benefit
|
| | | | (2,317) | | | | | | (1,712) | | |
Provision for income taxes
|
| | | $ | 2,780 | | | | | $ | 2,029 | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Federal income tax rate
|
| | | | 21.00% | | | | | | 21.00% | | |
State and local taxes, net of federal benefit
|
| | | | 7.68% | | | | | | 4.09% | | |
Foreign rate differential
|
| | | | -0.27% | | | | | | 0.15% | | |
Permanent items
|
| | | | 1.18% | | | | | | 4.03% | | |
Research and development credits
|
| | | | -2.96% | | | | | | -3.99% | | |
Equity option forfeitures
|
| | | | 1.38% | | | | | | 0.00% | | |
Change in valuation allowance
|
| | | | 1.20% | | | | | | 0.00% | | |
State FIN 48
|
| | | | 0.14% | | | | | | 1.63% | | |
Other
|
| | | | 0.00% | | | | | | -0.03% | | |
Effective tax rate
|
| | | | 29.35% | | | | | | 26.88% | | |
| | |
As of December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Deferred tax assets: | | | | | | | | | | | | | |
Accrued expenses
|
| | | $ | 598 | | | | | $ | 171 | | |
Deferred rent
|
| | | | 505 | | | | | | 371 | | |
Investments
|
| | | | 30 | | | | | | 202 | | |
Net operating losses
|
| | | | 353 | | | | | | 7 | | |
Reserves
|
| | | | 178 | | | | | | 121 | | |
Equity-based compensation
|
| | | | 389 | | | | | | 387 | | |
Uncertain Tax Positions
|
| | | | 86 | | | | | | 81 | | |
Disallowed Interest Expense
|
| | | | — | | | | | | — | | |
Deferred tax assets
|
| | | | 2,139 | | | | | | 1,340 | | |
Valuation Allowance
|
| | | | (114) | | | | | | — | | |
Net deferred tax asset
|
| | | | 2,025 | | | | | | 1,340 | | |
Deferred tax liabilities: | | | | | | | | | | | | | |
Property & equipment
|
| | | | (315) | | | | | | (869) | | |
Intangible assets
|
| | | | (6,230) | | | | | | (7,308) | | |
Deferred tax liabilities
|
| | | | (6,545) | | | | | | (8,177) | | |
Deferred income taxes
|
| | | $ | (4,520) | | | | | $ | (6,837) | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Unrecognized tax benefits – beginning of period
|
| | | $ | 380 | | | | | $ | 169 | | |
Tax position changes – current period
|
| | | | — | | | | | | 211 | | |
Unrecognized tax benefits – end of period
|
| | | | 380 | | | | | | 380 | | |
Interest and penalties – end of period
|
| | | | 27 | | | | | | 8 | | |
Total liabilities related to uncertain tax positions
|
| | | $ | 407 | | | | | $ | 388 | | |
| | |
Year Ended December 31,
|
| |
Six Months Ended June 30,
|
| ||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2021
|
| |
2020
|
| ||||||||||||
| | | | | | | | | | | | | | |
(unaudited)
|
| |||||||||
General and administrative
|
| | | $ | 657 | | | | | $ | 776 | | | | | $ | 272 | | | | | $ | 365 | | |
Total equity-based compensation expense
|
| | | $ | 657 | | | | | $ | 776 | | | | | $ | 272 | | | | | $ | 365 | | |
| | |
Equity
Option Awards |
| |
Weighted
Average Exercise Price |
| |
Weighted
Average Remaining Contractual Life (Years) |
| |||||||||
Outstanding at December 31, 2018
|
| | | | 3,328,500 | | | | | $ | 0.78 | | | | | | 8.18 | | |
Granted
|
| | | | 2,547,500 | | | | | | 1.15 | | | | | | | | |
Exercised
|
| | | | — | | | | | | — | | | | | | | | |
Forfeited
|
| | | | (138,750) | | | | | | 0.75 | | | | | | | | |
Outstanding at December 31, 2019
|
| | | | 5,737,250 | | | | | $ | 0.95 | | | | | | 8.26 | | |
Granted
|
| | | | — | | | | | | — | | | | | | | | |
Exercised
|
| | | | (120,000) | | | | | | 0.84 | | | | | | | | |
Forfeited
|
| | | | (646,875) | | | | | | 1.00 | | | | | | | | |
Outstanding at December 31, 2020
|
| | | | 4,970,375 | | | | | $ | 0.94 | | | | | | 6.04 | | |
Vested or expect to vest as of December 31, 2020
|
| | | | 4,970,375 | | | | | $ | 0.94 | | | | | | 6.04 | | |
Vested and exercisable at December 31, 2020
|
| | | | 3,745,500 | | | | | $ | 0.92 | | | | | | 5.44 | | |
| | |
Equity
Option Awards |
| |
Weighted
Average Exercise Price |
| |
Weighted
Average Remaining Contractual Life (Years) |
| |||||||||
| | |
(unaudited)
|
| | | | | | | | | | | | | |||
Outstanding at December 31, 2020
|
| | | | 4,970,375 | | | | | $ | — | | | | | | 6.04 | | |
Granted
|
| | | | — | | | | | | — | | | | | | | | |
Exercised
|
| | | | (21,250) | | | | | | 0.85 | | | | | | | | |
Forfeited
|
| | | | (6,250) | | | | | | 1.15 | | | | | | | | |
Outstanding at June 30, 2021
|
| | | | 4,942,875 | | | | | $ | 0.94 | | | | | | 5.66 | | |
Vested or expect to vest as of June 30, 2021
|
| | | | 4,942,875 | | | | | $ | 0.94 | | | | | | 5.66 | | |
Vested and exercisable at June 30, 2021
|
| | | | 3,760,500 | | | | | $ | 0.88 | | | | | | 4.71 | | |
| | |
2019 Grants
|
| |||
Expected term (years)
|
| | | | 7.0 | | |
Expected volatility
|
| | | | 58.5% | | |
Risk free interest rate
|
| | | | 2.14% | | |
Expected dividend yield
|
| | | | — | | |
| | |
Year ended December 31,
|
| |
Six months ended June 30,
|
| ||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2021
|
| |
2020
|
| ||||||||||||
| | | | | | | | | | | | | | |
(unaudited)
|
| |||||||||
Canada
|
| | | $ | 1,834 | | | | | $ | 623 | | | | | $ | 1,373 | | | | | $ | 342 | | |
United Kingdom
|
| | | | 140 | | | | | | 164 | | | | | | 217 | | | | | | — | | |
U.S.
|
| | | | 119,041 | | | | | | 119,619 | | | | | | 69,224 | | | | | | 44,557 | | |
Other
|
| | | | — | | | | | | — | | | | | | 20 | | | | | | — | | |
Total
|
| | | $ | 121,015 | | | | | $ | 120,406 | | | | | $ | 70,834 | | | | | $ | 44,899 | | |
| | |
Year ended
December 31, |
| |||
2021
|
| | | $ | 3,810 | | |
2022
|
| | | | 2,790 | | |
2023
|
| | | | 2,867 | | |
2024
|
| | | | 2,867 | | |
2025
|
| | | | 2,867 | | |
Thereafter
|
| | | | 7,884 | | |
Total
|
| | | $ | 23,085 | | |
| | |
December 31,
2020 |
| |
December 31,
2019 |
| |
June 30, 2021
|
| |||||||||
| | | | | | | | | | | | | | |
(unaudited)
|
| |||
Voting Class A Common Units
|
| | | | 26,000,000 | | | | | | 26,000,000 | | | | | | 26,000,000 | | |
Non-Voting Class B Common Units
|
| | | | 17,333,333 | | | | | | 17,333,333 | | | | | | 17,333,333 | | |
Non-Voting Class C Common Units
|
| | | | 154,250 | | | | | | 34,250 | | | | | | 175,500 | | |
Total
|
| | | | 43,487,583 | | | | | | 43,367,583 | | | | | | 43,508,833 | | |
| | |
As of December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
ASSETS | | | | | | | | | | | | | |
Investment in subsidiaries
|
| | | $ | 65,832 | | | | | $ | 57,500 | | |
Total assets
|
| | | $ | 65,832 | | | | | $ | 57,500 | | |
LIABILITIES AND MEMBERS’ EQUITY | | | | | | | | | | | | | |
Intercompany payables to subsidiaries
|
| | | $ | 3,933 | | | | | $ | 3,686 | | |
Members’ equity | | | | | | | | | | | | | |
Class A Common Units; 26,000,000 units authorized, issued and outstanding as of December 31, 2020, and 2019, respectively
|
| | | | 26,000 | | | | | | 26,000 | | |
Class B Common Units; 17,333,333 units authorized, issued and outstanding as of December 31, 2020 and 2019, respectively
|
| | | | 17,333 | | | | | | 17,333 | | |
Class C Common Units; 5,850,000 units authorized as of December 31, 2020 and 2019; 154,250 and 34,250 units issued and outstanding as of December 31, 2020 and 2019, respectively.
|
| | | | — | | | | | | — | | |
Additional paid-in capital
|
| | | | 2,257 | | | | | | 1,499 | | |
Retained earnings
|
| | | | 16,309 | | | | | | 8,982 | | |
Total members’ equity
|
| | | | 61,899 | | | | | | 53,814 | | |
Total liabilities and members’ equity
|
| | | $ | 65,832 | | | | | $ | 57,500 | | |
| | |
For the year ended
December 31, |
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Equity in income of subsidiaries
|
| | | $ | 8,856 | | | | | $ | 7,161 | | |
General and administrative
|
| | | | 1,529 | | | | | | 1,674 | | |
Net income
|
| | | $ | 7,327 | | | | | $ | 5,487 | | |
| | |
Annex A Page
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Annex A Page
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Annex A Page
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Annex A Page
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| | |
| EXHIBIT A | | | Registration Rights Agreement | |
| EXHIBIT B | | | Lock-Up Agreement | |
| EXHIBIT C | | | Stockholders Agreement | |
| EXHIBIT D | | | Parent Second Amended and Restated Certificate of Incorporation | |
| EXHIBIT E | | | Parent Amended and Restated Bylaws | |
| EXHIBIT F | | | Managing Member and Officers of the Surviving Company | |
| EXHIBIT G | | | Stock Incentive Plan | |
| EXHIBIT H | | | Employee Stock Purchase Plan | |
|
SCHEDULE A
|
| | Company Knowledge Parties | |
|
SCHEDULE B
|
| | Blocker Knowledge Parties | |
|
SCHEDULE C
|
| | Parent Knowledge Parties | |
|
SCHEDULE D
|
| | Key Company Members | |
|
SCHEDULE E
|
| | Parent Material Contracts | |
|
SCHEDULE F
|
| | Resigning Parent Officers and Directors | |
Defined Term
|
| |
Location of Definition
|
|
2021 Balance Sheet | | |
§ 4.07(b)
|
|
Agreement | | |
Preamble
|
|
Antitrust Laws | | |
§ 9.15(a)
|
|
Audited Financial Statements | | |
§ 4.07(a)
|
|
Blocker | | |
Preamble
|
|
Blocker Member | | |
Preamble
|
|
Blocker Mergers | | |
Recitals
|
|
Blocker Merger Tax Opinion | | |
§ 9.01(a)
|
|
Blocker Written Consent | | |
§ 5.04(c)
|
|
Blue Sky Laws | | |
§ 4.05(b)
|
|
Business Combination Proposal | | |
§ 9.06(b)
|
|
Cash Exchange Fund | | |
§ 3.07(a)
|
|
Certificate of First Blocker Merger | | |
§ 2.02(b)
|
|
Certificate of First Company Merger | | |
§ 2.02(d)
|
|
Certificate of Second Blocker Merger | | |
§ 2.02(c)
|
|
Certificate of Second Company Merger | | |
§ 2.02(e)
|
|
Certificates | | |
§ 3.07(b)
|
|
Claims | | |
§ 8.04
|
|
Closing | | |
§ 2.02(a)
|
|
Closing Date | | |
§ 2.02(a)
|
|
Code | | |
§ 3.07(h)
|
|
Company | | |
Preamble
|
|
Company Board | | |
Recitals
|
|
Company Certificate | | |
§ 3.08(a)
|
|
Company Disclosure Schedule | | |
Article IV
|
|
Company Members | | |
Recitals
|
|
Company Merger Tax Opinion | | |
§ 9.01(a)
|
|
Company Mergers | | |
Recitals
|
|
Company Parties | | |
§ 8.04
|
|
Company Permits | | |
§ 4.06
|
|
Company Subsidiary | | |
§ 4.01(a)
|
|
Company Written Consent | | |
§ 9.04
|
|
Continuing Employees | | |
§ 9.07(a)
|
|
Copyrights | | |
§ 1.01
|
|
D&O Indemnitees | | |
§ 9.08(a)
|
|
D&O Tail Policies | | |
§ 9.08(b)
|
|
DGCL | | |
§ 9.14(b)
|
|
DLLC Act | | |
Recitals
|
|
Earn-Out Consideration | | |
§ 3.06(a)
|
|
Earn-Out Target | | |
§ 3.06(a)
|
|
Employment Matters | | |
§ 4.11(c)
|
|
Defined Term
|
| |
Location of Definition
|
|
Environmental Permits | | |
§ 4.15
|
|
ERISA | | |
§ 4.10(a)
|
|
ERISA Affiliate | | |
§ 4.10(c)
|
|
ESPP | | |
§ 9.18
|
|
Exchange Act | | |
§ 4.22
|
|
Exchange Agent | | |
§ 3.07(a)
|
|
Exchange Fund | | |
§ 3.07(a)
|
|
Exchanged Options | | |
§ 3.04(f)1.01
|
|
Exchanged Units | | |
§ 3.04(f)
|
|
First Blocker Merger | | |
Recitals
|
|
First Blocker Merger Effective Time | | |
§ 2.02(b)
|
|
First Blocker Merger Surviving Company | | |
§ 2.01(a)
|
|
First Blocker Merger Surviving Company Interest | | |
§ Section 3.02(b)
|
|
First Company Merger | | |
Recitals
|
|
First Company Merger Effective Time | | |
§ 2.02(d)
|
|
First Company Merger Surviving Company | | |
§ 2.01(c)
|
|
First Company Merger Surviving Company Interest | | |
§ 3.04(e)
|
|
GAAP | | |
§ 4.07(a)
|
|
Governmental Authority | | |
§ 4.05(b)
|
|
Health Plan | | |
§ 4.10(k)
|
|
IRS | | |
§ 4.10(b)
|
|
Law | | |
§ 4.05(a)
|
|
Lease | | |
§ 4.12(b)
|
|
Lease Documents | | |
§ 4.12(b)
|
|
Letter of Transmittal | | |
§ 3.07(b)
|
|
Lock-Up Agreement | | |
Recitals
|
|
Material Contracts | | |
§ 4.16(a)
|
|
Member Support Agreement | | |
Recitals
|
|
Mergers | | |
Recitals
|
|
Merger Sub 1 | | |
Preamble
|
|
Merger Sub 1 Interest | | |
§ 3.02(b)
|
|
Merger Sub 2 | | |
Preamble
|
|
Merger Sub 2 Interest | | |
§ 3.03(b)
|
|
Merger Sub 3 | | |
Preamble
|
|
Merger Sub 3 Interest | | |
§ 3.04(e)
|
|
Merger Sub 4 | | |
Preamble
|
|
Merger Sub 4 Interest | | |
§ 3.05(b)
|
|
Monroe Payoff Letter | | |
§ 3.09(g)
|
|
Outside Date | | |
§ 11.01(b)
|
|
Parent | | |
Preamble
|
|
Parent Amended and Restated Bylaws | | |
§ 2.04(e)
|
|
Parent Board | | |
Recitals
|
|
Parent Certificate | | |
§ 3.08(b)
|
|
Defined Term
|
| |
Location of Definition
|
|
Parent Material Contracts | | |
§ 7.19(a)
|
|
Parent Preferred Stock | | |
§ 7.03(a)
|
|
Parent Proposals | | |
§ 9.01(a)
|
|
Parent SEC Reports | | |
§ 7.07(a)
|
|
Parent Second Amended and Restated Certificate of Incorporation | | |
§ 2.04(e)
|
|
Parent Material Contract | | |
§ 7.19(a)
|
|
Parent Stockholders | | |
Recitals
|
|
Parent Stockholders’ Meeting | | |
§ 9.01(a)
|
|
Payment Spreadsheet | | |
§ 3.01
|
|
PCAOB Audited Financials | | |
§ 9.13
|
|
Plans | | |
§ 4.10(a)
|
|
PPACA | | |
§ 4.10(k)
|
|
Private Placement Amount | | |
Recitals
|
|
Private Placements | | |
Recitals
|
|
Proxy Statement | | |
§ 9.01(a)
|
|
Registered IP | | |
§ 4.13(a)
|
|
Registration Rights Agreement | | |
Recitals
|
|
Registration Statement | | |
§ 9.01(a)
|
|
Remedies Exceptions | | |
§ 4.04
|
|
Representatives | | |
§ 9.05(a)
|
|
SEC | | |
§ 7.07(a)
|
|
Second Blocker Merger | | |
Recitals
|
|
Second Blocker Merger Effective Time | | |
§ 2.02(c)
|
|
Second Blocker Merger Surviving Company | | |
§ 2.01(b)
|
|
Second Company Merger | | |
Recitals
|
|
Second Company Merger Effective Time | | |
§ 2.02(e)
|
|
Securities Act | | |
§ 7.07(a)
|
|
Securities Exchange Fund | | |
§ 3.07(a)
|
|
Service Agreements | | |
§ 4.10(a)
|
|
Sponsor Support Agreement | | |
Recitals
|
|
Stock Incentive Plan | | |
§ 9.18
|
|
Stockholders Agreement | | |
Recitals
|
|
Subscription Agreements | | |
Recitals
|
|
Surviving Company | | |
§ 2.01(d)
|
|
SVB Payoff Letter | | |
§ 3.09(g)
|
|
Terminating Company Breach | | |
§ 11.01(g)
|
|
Terminating Parent Breach | | |
§ 11.01(h)
|
|
Trademarks | | |
§ 1.01
|
|
Trust Account | | |
§ 7.13
|
|
Trust Agreement | | |
§ 7.13
|
|
Trust Fund | | |
§ 7.13
|
|
Unaudited Financial Statements | | |
§ 4.07(b)
|
|
| Options | | | Section 5 | |
| Share Appreciation Rights (“SARs”) | | | Section 6 | |
| Restricted Shares, Restricted Share Units (“RSUs”), and Unrestricted Shares | | | Section 7 | |
| Deferred Share Units (“DSUs”) | | | Section 8 | |
| Dividend Equivalent Rights | | | Section 9 | |
Reason for Terminating Continuous Service
|
| |
Option Termination Date
|
|
(I) For Cause. | | | All Options, whether or not vested, shall immediately expire effective on the date of termination of the Participant’s Continuous Service, or when Cause first existed if earlier. | |
(II) The Participant dies or becomes Disabled during Continuous Service (in either case unless Reason I applies). | | | All unvested Options shall immediately effective as of the date of termination of the Participant’s Continuous Service, and all vested and unexercised Options shall expire 12 months after such termination. | |
(III) Any other reason. | | | All unvested Options shall immediately expire effective on the date of termination of the Participant’s Continuous Service. All vested and unexercised Options, shall expire three (3) months after the date of termination of the Participant’s Continuous Service. | |
By: |
|
By: |
|
By: |
|
| Name of Subscriber: | | | State/Country of Formation or Domicile: | | ||||||
| By: | | |
|
| | | ||||
| Name: | | |
|
| | | ||||
| Title: | | |
|
| | | ||||
| Name in which shares are to be registered (if different): | | | Date: , 2021 | | ||||||
| Subscriber’s EIN: | | | | | | |||||
| Business Address-Street: | | | Mailing Address-Street (if different): | | ||||||
| City, State, Zip: | | | City, State, Zip: | | ||||||
| Attn: | | | Attn: | | ||||||
| Telephone No.: | | | Telephone No.: | | ||||||
| Email Address: | | | Email Address: | | ||||||
| Number of Shares subscribed for: | | | | | | |||||
| Aggregate Subscription Amount: $ | | | Price Per Share: $10.00 | |
| | | | MCAP ACQUISITION CORPORATION | | |||
| | | | By: | | |
|
|
| | | | Name: | | |
|
|
| | | | Title: | | |
|
|
| Date: , 2021 | | |
|
Exhibit Index
|
| |||
|
Exhibit
No. |
| |
Description
|
|
|
2.1++†
|
| | Business Combination Agreement, dated effective July 27, 2021, by and among Registrant, the Merger Subs named therein, H.I.G. Growth — AdTheorent Intermediate, LLC, H.I.G. Growth — AdTheorent, LLC and AdTheorent Holding Company, LLC (incorporated by reference to Exhibit 2.1 of Form 8-K filed by the Registrant with the SEC on July 27, 2021). | |
|
3.1++
|
| | | |
|
3.2++
|
| | | |
|
4.1++
|
| | | |
|
4.2++
|
| | | |
|
4.3++
|
| | | |
|
5.1+
|
| | Opinion of Nelson Mullins Riley & Scarborough LLP. | |
|
8.1+
|
| | Tax opinion of Greenberg Traurig, LLP. | |
|
10.1++^
|
| | | |
|
10.2++
|
| | | |
|
10.3++
|
| | | |
|
10.4++
|
| | | |
|
10.5++
|
| | | |
|
10.6++
|
| | | |
|
10.7++
|
| | |
|
Exhibit Index
|
| |||
|
Exhibit
No. |
| |
Description
|
|
|
10.8++
|
| | | |
|
10.9#++
|
| | | |
|
10.10#++
|
| | | |
|
10.11#+
|
| | Form of Director and Officer Indemnification Agreement. | |
|
10.12#++
|
| | | |
|
10.13#++
|
| | | |
|
10.14#++
|
| | | |
|
10.15#++
|
| | | |
|
10.16#++
|
| | | |
|
10.17#++
|
| | | |
|
10.18#++
|
| | | |
|
10.19#++
|
| | | |
|
10.20#++
|
| | | |
|
10.21#++
|
| | | |
|
10.22#++
|
| | | |
|
10.23#++
|
| | | |
|
23.1
|
| | | |
|
23.2
|
| | | |
|
23.3+
|
| | Consent of Nelson Mullins Riley & Scarborough LLP (included as part of Exhibit 5.1). | |
|
24.1++
|
| | | |
|
99.1+
|
| | Form of Preliminary Proxy Card to be used by the Registrant. | |
|
99.2++
|
| | | |
|
99.3++
|
| | | |
|
99.4++
|
| | | |
|
99.5++
|
| | | |
|
99.6++
|
| | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Theodore L. Koenig
Theodore L. Koenig
|
| |
Chairman and Chief Executive Officer
(Principal Executive Officer) |
| | October 5, 2021 | |
|
*
Zia Uddin
|
| | Co-President | | | October 5, 2021 | |
|
*
Mark A. Solovy
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| | Co-President | | | October 5, 2021 | |
|
*
Scott A. Marienau
|
| |
Chief Financial Officer
(Principal Financial and Accounting Officer) |
| | October 5, 2021 | |
|
*
Peter Gruszka
|
| | Director | | | October 5, 2021 | |
|
*
Thomas J. Allison
|
| | Director | | | October 5, 2021 | |
|
*
John C. Chrystal
|
| | Director | | | October 5, 2021 | |
|
*
Roger Schoenfeld
|
| | Director | | | October 5, 2021 | |
Exhibit 23.1
Independent Registered Public Accounting Firm’s Consent
We consent to the inclusion in this Registration Statement of MCAP Acquisition Corp. on Amendment No. 1 to Form S-4 (File No. 333-259027) of our report dated February 22, 2021, except for Notes 3, 5 and 7 which are dated March 1, 2021, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audit of the financial statements of MCAP Acquisition Corp. as of December 31, 2020 and for the period from November 12, 2020 (inception) through December 31, 2020, which report appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading “Experts” in such Prospectus.
/s/ Marcum llp
Marcum llp
Melville, NY
October 5, 2021
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
Adtheorent Holding Company, LLC
New York, New York
We hereby consent to the use in the Prospectus constituting a part of this Registration Statement of our report dated August 23, 2021, relating to the consolidated financial statements and schedules of AdTheorent Holding Company, LLC, which is contained in that Prospectus.
We also consent to the reference to us under the caption “Experts” in the Prospectus.
/s/ BDO USA, LLP
New York, New York
October 4, 2021
BDO USA, LLP, a Delaware limited liability partnership, is the U.S. member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.
BDO is the brand name for the BDO network and for each of the BDO Member Firms.