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Table of Contents

As filed with the Securities and Exchange Commission on November 18, 2021

Registration Statement No. 333-259027

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 4

TO

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MCAP ACQUISITION CORPORATION*

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization)

   

6770

(Primary Standard Industrial
Classification Code Number)

   

85-3978415

(I.R.S. Employer
Identification Number)

311 South Wacker Drive, Suite 6400

Chicago, Illinois 60606

Telephone: (312) 258-8300

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Theodore L. Koenig

Chairman and Chief Executive Officer

311 South Wacker Drive, Suite 6400

Chicago, Illinois 60606

Telephone: (312) 258-8300

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

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
Teri O’Brien
Paul Hastings LLP
200 Park Avenue
New York, NY 10166
Telephone: (212) 318-6800

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and on completion of the business combination described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. 

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) 

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

*

The Registrant is currently named MCAP Acquisition Corporation. Upon closing of the transactions described herein, the Registrant will change its name to AdTheorent Holding Company, Inc.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. The securities described herein may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

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PRELIMINARY PROXY STATEMENT/PROSPECTUS

SUBJECT TO COMPLETION, DATED NOVEMBER 18, 2021

MCAP ACQUISITION CORPORATION

311 South Wacker Drive, Suite 6400

Chicago, Illinois 60606

Up to 60,813,148 shares of common stock

Dear MCAP Acquisition Corporation Stockholders:

On July 27, 2021, MCAP Acquisition Corporation, a Delaware corporation (“MCAP” or “Parent”), GRNT Merger Sub 1 LLC, a Delaware limited liability company (“Merger Sub 1”), GRNT Merger Sub 2 LLC, a Delaware limited liability company (“Merger Sub 2”), GRNT Merger Sub 3 LLC, a Delaware limited liability company (“Merger Sub 3”), GRNT Merger Sub 4 LLC, a Delaware limited liability company (“Merger Sub 4” and together with Merger Sub 1, Merger Sub 2 and Merger Sub 3, the “Merger Sub Entities”), H.I.G. Growth — AdTheorent Intermediate, LLC, a Delaware limited liability company (the “Blocker”), H.I.G. Growth — AdTheorent, LLC, a Delaware limited liability company (the “Blocker Member”), and AdTheorent Holding Company, LLC, a Delaware limited liability company (“AdTheorent” or the “Company”), entered into a business combination agreement (the “BCA”) pursuant to which, among other things, AdTheorent, the Blocker, and the Merger Sub Entities will engage in a series of four mergers (the “Mergers”), which will result in AdTheorent becoming a wholly owned subsidiary of Parent. The Mergers and the other transactions described in the BCA are collectively referred to herein as the “Business Combination.”

Upon the closing of the Business Combination (the “Closing”), each AdTheorent membership interest, issued and outstanding immediately prior to the Closing (including converted AdTheorent options and restricted stock units) will automatically be converted into and become the right to receive, in accordance with the Payment Spreadsheet (as defined in the BCA), its share of the aggregate transaction consideration set forth in the Payment Spreadsheet. Each unexercised option and restricted unit will automatically be converted into and become the right to receive, in accordance with the Payment Spreadsheet, its share of the aggregate transaction consideration set forth in the Payment Spreadsheet.

The aggregate transaction consideration to be paid in the Business Combination will be an amount equal to $775,000,000, minus certain consideration adjustments representing the obligations of the Company and which include (a) 50% of the total bonus amount to be paid to certain management employees in connection with the Business Combination, (b) the aggregate amount necessary to satisfy and discharge the Company’s obligations under the Monroe Credit Agreement (as defined in the BCA) immediately prior to the Closing, (c) an aggregate amount necessary to satisfy and discharge the Company’s obligations under the SVB Credit Agreement (as defined in the BCA) immediately prior to the Closing, (d) the aggregate amount necessary for the Company to terminate its sublease for the Company’s New York office and discharge all of its obligations thereunder immediately prior to the Closing, and (e) the aggregate amount of any payroll taxes that were deferred by the Company and its subsidiaries under the Coronavirus Aid, Relief, and Economy Security Act (collectively, the “Company Value”). The aggregate transaction consideration to be paid in the Business Combination will consist of the cash consideration to be paid to AdTheorent equityholders, the Class A common stock, par value $0.0001 per share, of MCAP (“MCAP Common Stock”) valued at $10.00 per share that will be delivered to AdTheorent equityholders at the closing of the Business Combination, the restricted stock units in MCAP that will be delivered to holders of AdTheorent interest units, and the options to purchase shares of MCAP Common Stock underlying outstanding vested and unvested stock options. In connection with preserving the aggregate transaction consideration for AdTheorent equityholders in connection with the Business Combination, if options to purchase MCAP Common Stock allocable to holders of vested or unvested stock options become forfeited, such options will be reallocated to the other equityholders of AdTheorent in accordance with the Payment Spreadsheet. In addition, MCAP has agreed to pay an Earn-Out to pre-combination holders of AdTheorent membership interests and options an aggregate amount equal to $95,000,000, to be paid in cash, stock or a combination of both, at the sole discretion of MCAP’s board of directors, if certain stock price milestones are met within three years of the Closing. See the section entitled “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement” on page 108 of the accompanying proxy statement/prospectus for further information on the consideration being paid in the Business Combination.

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Based on the capitalization of AdTheorent as of September 30, 2021, the total number of shares of MCAP Common Stock expected to be issued in connection with the Business Combination is approximately 50,234,006, and holders of membership interests in AdTheorent as of immediately prior to the closing of the Business Combination are expected to hold, in the aggregate, approximately 49.6% of the issued and outstanding shares of MCAP Common Stock immediately following the closing of the Business Combination. MCAP’s units, common stock and warrants are currently listed on the Nasdaq Capital Market (“Nasdaq”), under the symbols “MACQU,” “MACQ,” and “MACQW,” respectively. MCAP intends to apply to continue the listing of the shares of common stock of the post-combination company and such warrants on Nasdaq under the symbols “ADTH” and “ADTHW,” respectively, upon the closing of the Business Combination. MCAP will not have units traded following the closing of the Business Combination, at which time each unit will separate into its component securities. Following the closing of the Business Combination, MCAP intends to change its name to AdTheorent Holding Company, Inc.

In connection with the execution of the BCA, MCAP entered into subscription agreements with institutional accredited investors, pursuant to which the investors agreed to purchase an aggregate of 12,150,000 shares of MCAP Common Stock, for a purchase price of $10.00 per share and an aggregate purchase price of $121,500,000. The closing of the sale of these shares pursuant to the subscription agreements is contingent upon, among other customary closing conditions, the substantially concurrent consummation of the Business Combination. See “Certain Agreements Related to the Business Combination — Subscription Agreements.”

MCAP is holding a Stockholders Meeting in lieu of the 2021 annual meeting of its stockholders to obtain the stockholder approvals necessary to complete the Business Combination. At the MCAP Stockholders Meeting, which will be held in a virtual format on [•], 2021, at 10:00 a.m., Eastern time, unless postponed or adjourned to a later date, MCAP will ask its stockholders to adopt the Business Combination Agreement, thereby approving the Business Combination and approve the other proposals described in the accompanying proxy statement/prospectus.

As described in the accompanying proxy statement/prospectus, certain equityholders of AdTheorent are parties to a stockholder support agreement with MCAP whereby such equityholders, among other things, agreed to vote all of their membership interests in AdTheorent in favor of approving the BCA and the Business Combination. As also described in the accompanying proxy statement/prospectus, the Sponsor (as defined below) is a party to a sponsor support agreement with MCAP and AdTheorent whereby the Sponsor, among other things, agreed to vote all of its shares of MCAP common stock in favor of approving the proposals described in the accompanying proxy statement/prospectus.

After careful consideration, the respective MCAP and AdTheorent boards of directors have unanimously approved the BCA and the Business Combination, and the board of directors of MCAP has approved the other proposals described in the accompanying proxy statement/prospectus, and each of the MCAP and AdTheorent boards of directors has determined that it is advisable to consummate the Business Combination. The board of directors of MCAP recommends that its stockholders vote “FOR” the proposals described in the accompanying proxy statement/prospectus.

More information about MCAP, AdTheorent and the Business Combination is contained in the accompanying proxy statement/prospectus. We urge you to read the accompanying proxy statement/prospectus, including the financial statements and annexes and other documents referred to therein, carefully and in their entirety. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER “RISK FACTORS” BEGINNING ON PAGE 43 OF THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS.

On behalf of our board of directors, I thank you for your support and look forward to the successful completion of the Business Combination.

Sincerely,

Theodore L. Koenig

         , 2021

Chief Executive Officer

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The accompanying proxy statement/prospectus is dated           , 2021 and is first being mailed to the stockholders of MCAP on or about that date.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

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MCAP ACQUISITION CORPORATION

311 South Wacker Drive, Suite 6400

Chicago, Illinois 60606

NOTICE OF STOCKHOLDERS MEETING IN LIEU OF 2021 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON [•], 2021

To the Stockholders of MCAP Acquisition Corporation:

NOTICE IS HEREBY GIVEN that a special meeting in lieu of the 2021 annual meeting of stockholders (the “Stockholders Meeting”) of MCAP Acquisition Corporation, a Delaware corporation (“MCAP,” “we,” “our” or “us”), which, in light of public health concerns regarding the coronavirus (COVID-19) pandemic, will be held in virtual format on [•], 2021, at 10:00 a.m., Eastern time. The Stockholders Meeting can be accessed by visiting www.virtualshareholdermeeting.com/MACQ2021SM, where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the Stockholders Meeting by means of remote communication.

You are cordially invited to attend the Stockholders Meeting, which will be held for the following purposes:

(1)Proposal No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to approve and adopt the Business Combination Agreement, dated as of July 27, 2021 (as may from time to time be amended, restated, supplemented or otherwise modified, the “BCA” or the “Business Combination Agreement”), by and among MCAP, GRNT Merger Sub 1 LLC, a Delaware limited liability company (“Merger Sub 1”), GRNT Merger Sub 2 LLC, a Delaware limited liability company (“Merger Sub 2”), GRNT Merger Sub 3 LLC, a Delaware limited liability company (“Merger Sub 3”), GRNT Merger Sub 4 LLC, a Delaware limited liability company (“Merger Sub 4”), H.I.G. Growth — AdTheorent Intermediate, LLC, a Delaware limited liability company, H.I.G. Growth — AdTheorent, LLC, a Delaware limited liability company, and AdTheorent, a copy of which is attached to this proxy statement/prospectus as Annex A, and the transactions contemplated thereby, including the merger of Merger Sub 1 with and into H.I.G. Growth — AdTheorent Intermediate, LLC, with H.I.G. Growth — AdTheorent Intermediate, LLC surviving as a wholly owned subsidiary of MCAP, immediately thereafter, the merger of H.I.G. Growth — AdTheorent Intermediate, LLC with and into Merger Sub 2, with Merger Sub 2 surviving as a wholly owned subsidiary of MCAP, immediately thereafter, the merger of Merger Sub 3 with and into AdTheorent, with AdTheorent surviving as a wholly owned subsidiary of MCAP and immediately thereafter, the merger of AdTheorent with and into Merger Sub 4, with Merger Sub 4 surviving as a wholly owned subsidiary of MCAP (the “Business Combination”).
(2)Proposal No. 2 — The Charter Amendment Proposal — to approve and adopt, an amendment to MCAP’s current certificate of incorporation. A copy of the Second Amended and Restated Certificate of Incorporation is attached to the accompanying proxy statement/prospectus as Annex B (the "Proposed Charter").
(3)Proposal No. 3 — The Advisory Charter Proposals — to consider and vote upon, on a non-binding advisory basis, a proposal to approve certain governance provisions contained in the Proposed Charter, being presented in accordance with the requirements of the U.S. Securities and Exchange Commission (the “SEC”) as eight separate sub-proposals (which we refer to, collectively, as the “Advisory Charter Proposals”):
(A)Advisory Proposal A — provides that the total number of shares of all classes of capital stock which the Company will have authority to issue is 370 million shares, consisting of (i) 350 million shares of common stock, par value $0.0001 per share, and (ii) 20 million shares of preferred stock, par value $0.0001 per share.
(B)Advisory Proposal B — provides that the capital stock consists of common and preferred stock only and does not delineate classes of common stock.
(C)Advisory Proposal C — provides for the waiver of the corporate opportunity doctrine with respect to H.I.G. and its affiliates and any Non-Employee Director or his or her affiliates.

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(D)Advisory Proposal D — 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.
(E)Advisory Proposal E — 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.
(F)Advisory Proposal F — 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.
(G)Advisory Proposal G — provides that directors may be removed by the affirmative vote of the holders of at least 66 2/3% of the voting stock of the combined company entitled to vote at an election of directors.
(H)Advisory Proposal H — (i) provides that the post-business combination company’s corporate name would change from “MCAP Acquisition Corporation” to “AdTheorent Holding Company, Inc.” and makes the Company’s corporate existence perpetual and (ii) removes certain provisions related to MCAP’s status as a blank check company that will no longer apply upon consummation of the business combination.
(4)Proposal No. 4 — The Election of Directors Proposal — to consider and vote to elect nine directors to serve staggered terms on MCAP’s board of directors until the 2022, 2023 and 2024 annual meeting of stockholders of MCAP, respectively, and until their respective successors are duly elected and qualified.
(5)Proposal No. 5 — The Long-Term Incentive Plan Proposal — to consider and vote upon a proposal to approve the 2021 Long-Term Incentive Plan to be effective after the closing of the Business Combination. We refer to this proposal as the “Long-Term Incentive Plan Proposal.” A copy of the 2021 Long-Term Incentive Plan is attached to the accompanying proxy statement/prospectus as Annex D.
(6)Proposal No. 6 — The ESPP Proposal — to consider and vote upon a proposal to approve the 2021 Employee Stock Purchase Plan (“ESPP”) to be effective after the closing of the Business Combination. We refer to this proposal as the “ESPP Proposal.” A copy of the 2021 Employee Stock Purchase Plan is attached to the accompanying proxy statement/prospectus as Annex E.
(7)Proposal No. 7 — The Nasdaq Proposal — to consider and vote upon a proposal to approve (i) for purposes of complying with Nasdaq Listing Rules 5635(a) and (b), the issuance of more than 20% of the issued and outstanding Class A common stock and the resulting change in control in connection with the Business Combination, and (ii) for the purpose of complying with Nasdaq Listing Rule 5635(d), the issuance of more than 20% of the issued and outstanding shares of Class A common stock in the PIPE Financing (as defined in the accompanying proxy statement/prospectus), upon the completion of the Business Combination. We refer to this as the “Nasdaq Proposal.”
(8)Proposal No. 8 — The Adjournment Proposal — to consider and vote on a proposal to adjourn the Stockholders Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Stockholders Meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote.

The board of directors of MCAP has fixed the close of business on November 4, 2021 as the record date for the determination of the stockholders of MCAP entitled to receive notice of the Stockholders Meeting. Only MCAP stockholders of record at the close of business on the record date for the Stockholders Meeting are entitled to notice of the Stockholders Meeting and any adjournment or postponement of the Stockholders Meeting. Only MCAP stockholders of record at the close of business on the record date for the Stockholders Meeting are entitled to vote at the Stockholders Meeting and any adjournment or postponement of the Stockholders Meeting.

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Your attention is directed to the proxy statement/prospectus accompanying this notice (including the financial statements and annexes attached thereto) for a more complete description of the proposed Business Combination and related transactions and each of our proposals. We encourage you to read the accompanying proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call one of our proxy solicitors, MacKenzie Partners, Inc., at (800) 322-2885 or (212) 929-5500.

All MCAP stockholders are cordially invited to attend the Stockholders Meeting in virtual format. MCAP stockholders may attend, vote and examine the list of MCAP stockholders entitled to vote at the Stockholders Meeting by visiting www.virtualshareholdermeeting.com/MACQ2021SM and using the 16-digit control number included on your proxy card or voting instruction form. In light of public health concerns regarding the COVID-19 pandemic, the Stockholders Meeting will be held in virtual meeting format only. You will not be able to attend the Stockholders Meeting physically. To ensure your representation at the Stockholders Meeting, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Stockholders Meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. If you sold or transferred your shares after the record date, it is still important that you vote.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors,

Theodore L. Koenig

               , 2021

Chief Executive Officer

If you return your signed proxy without an indication of how you wish to vote, your shares will be voted in favor of each of the proposals.

All holders (the “Public Stockholders”) of shares of MCAP common stock issued in MCAP’s initial public offering (the “Public Shares”) have the right to have their Public Shares redeemed for cash in connection with the proposed Business Combination. Public Stockholders are not required to affirmatively vote for or against the Business Combination Proposal, to vote on the Business Combination Proposal at all, or to be holders of record on the record date in order to have their shares redeemed for cash. This means that any Public Stockholder holding Public Shares may exercise redemption rights regardless of whether they are even entitled to vote on the Business Combination Proposal.

To exercise redemption rights, holders must tender their stock to Continental Stock Transfer & Trust Company, MCAP’s transfer agent, no later than two business days prior to the Stockholders Meeting. You may tender your stock by either delivering your stock certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s Deposit Withdrawal at Custodian System. If the Business Combination is not completed, then these shares will not be redeemed for cash. If you hold the shares in street name, you will need to instruct your bank or broker to withdraw the shares from your account in order to exercise your redemption rights. See “Stockholders Meeting of MCAP Stockholders — Redemption Rightsfor more specific instructions.

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TABLE OF CONTENTS

Page

ABOUT THIS PROXY STATEMENT/PROSPECTUS

1

FREQUENTLY USED TERMS

1

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

5

Parties to the Business Combination

5

The Proposals to be Submitted at the Stockholders Meeting

6

The Stockholders Meeting

14

Regulatory Approvals

15

Redemption Rights

16

Material U.S. Federal income Tax Consequences

17

Anticipated Accounting Treatment of the Business Combination

17

Interests of Certain Persons in the Business Combination

17

Risk Factors

17

Risk Factors Summary

17

Recommendation to Stockholders of MCAP

19

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

21

SUMMARY HISTORICAL FINANCIAL INFORMATION OF MCAP

33

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF ADTHEORENT

34

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

38

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY

40

RISK FACTORS

43

Risks Related to AdTheorent’s Business

43

Risks Related to Data Privacy

53

Risks Related to AdTheorent’s Intellectual Property and Technology

57

Risks Relating to Governmental Regulation

59

General Risk Factors Relating to the Business of AdTheorent

60

Risks Related to the Ownership of Our Common Stock

63

Risks Related to MCAP and the Business Combination

68

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

87

THE STOCKHOLDERS MEETING OF MCAP STOCKHOLDERS

104

Date, Time and Place of the Stockholders Meeting

104

Purpose of the Stockholders Meeting

104

Recommendation of the MCAP Board of Directors

104

Record Date and Voting

105

Voting Your Shares

105

Who Can Answer Your Questions About Voting Your Shares

105

Quorum and Vote Required for the MCAP Proposals

105

Abstentions and Broker Non-Votes

106

Revocability of Proxies

106

Redemption Rights

106

Appraisal or Dissenters’ Rights

107

Solicitation of Proxies

107

Stock Ownership

107

PROPOSALS TO BE CONSIDERED BY MCAP’S STOCKHOLDERS

108

PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL

108

The Background of the Business Combination

108

The MCAP’s Board of Directors’ Reasons for the Approval of the Business Combination

112

Certain Historical and Prospective Financial Information Provided to the MCAP Board

115

Satisfaction of 80% Test

118

Interests of MCAP’s Directors and Officers in the Business Combination

119

AdTheorent’s Board’s Reasons for Approval of the Business Combination

120

Interests of AdTheorent’s Members and Executive Officers in the Business Combination

123

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Recommendation of AdTheorent’s Board

123

Board of Directors and Executive Officers After Completion of the Business Combination

123

Accounting Treatment of the Business Combination

124

Regulatory Approvals Required for the Business Combination

124

No Appraisal Rights

124

Listing of MCAP Class A Common Stock

124

Potential Actions to Secure Requisite Stockholder Approvals

124

Vote Required for Approval

124

Recommendation of the MCAP Board

125

The Business Combination Agreement

125

CERTAIN AGREEMENTS RELATED TO THE BUSINESS COMBINATION

133

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS OF THE REDEMPTION RIGHTS AND THE BUSINESS COMBINATION

134

PROPOSAL NO. 2 — THE CHARTER AMENDMENT PROPOSAL

143

Overview

143

Reasons for the Approval of the Charter Amendment Proposal

143

Vote Required for Approval

144

Recommendation of The MCAP Board

144

PROPOSAL NOS. 3A-3H — THE ADVISORY CHARTER PROPOSALS

145

Overview

145

Advisory Charter Proposals

146

Advisory Proposal A — Changes in Share Capital

148

Advisory Proposal B — Amendment to the Terms of the Class B Common Stock

148

Advisory Proposal C — Changes in Connection with Corporate Opportunity Doctrine

149

Advisory Proposal D — Changes Relating to the Stockholders Agreement

149

Advisory Proposal E — Stockholder Action by Written Consent

149

Advisory Proposal F — Required Vote to Amend Certain Provisions of the Proposed Charter

149

Advisory Proposal G — Required Vote for the Removal of Directors

149

Advisory Proposal H — Changes in Connection with Adoption of the Proposed Charter

149

Reasons for the Approval of the Advisory Charter Proposals

148

Vote Required for Approval

149

Recommendation of The MCAP Board

150

PROPOSAL NO. 4 — THE ELECTION OF DIRECTORS PROPOSAL

150

Overview

150

Director Nominees

150

Vote Required for Approval

150

Recommendation of The MCAP Board

151

PROPOSAL NO. 5 — THE LONG-TERM INCENTIVE PLAN PROPOSAL

151

Background of the Long-Term Incentive Plan

151

Summary of the Long-Term Incentive Plan

151

Certain U.S. Federal income Tax Aspects

154

New Plan Benefits

155

Interests of Certain Persons in this Proposal

155

Registration with the SEC

156

Vote Required for Approval

156

The MCAP Board’s Recommendation

156

PROPOSAL NO. 6 — THE ESPP PROPOSAL

156

Overview

156

Background of the ESPP

156

Summary of the ESPP

156

Certain U.S. Federal Income Tax Aspects of the ESPP

159

New Plan Benefits

159

Interests of Certain Persons in this Proposal

155

Registration with the SEC

160

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Vote Required for Approval

160

Recommendation of the Board

160

PROPOSAL NO. 7 — THE NASDAQ PROPOSAL

160

Overview

160

Why MCAP Needs Stockholder Approval

160

Effect of Proposal on Current Stockholders

161

Vote Required for Approval

161

Recommendation of our Board of Directors

161

PROPOSAL NO. 8 — THE ADJOURNMENT PROPOSAL

161

The Adjournment Proposal

161

Consequences if the Adjournment Proposal is Not Approved

162

Vote Required for Approval

162

Recommendation of the Board

162

INFORMATION ABOUT ADTHEORENT

163

Company Overview

163

The AdTheorent Technology Platform and Service Offering

164

Industry Overview

166

Market Opportunity

167

Strengths

168

Growth Strategies

169

Regulation

170

Competition

170

Customers

171

Sales and Marketing

171

Intellectual Property

172

Human Capital Resources

172

Facilities

172

Legal Proceedings

172

Executive Compensation

172

ADTHEORENT MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

178

Overview

178

Recent Developments

179

Factors Affected AdTheorent’s Performance

180

Components of Results of Operations

181

Results of Operations

184

Liquidity and Capital Resources

192

Off-Balance Sheet Arrangements

196

Contractual Obligations

197

Quantitative and Qualitative Disclosures about Market Risk

197

Critical Accounting Policies and Significant Estimates

198

Recent Accounting Pronouncements

199

Emerging Growth Company Status

199

CERTAIN ADTHEORENT RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

200

INFORMATION ABOUT MCAP

202

Overview

202

Initial Business Combination

203

Submission of Our Initial Business Combination to a Stockholder Vote

203

Permitted Purchases of Our Securities

203

Redemption Rights for Public Stockholders

204

Redemption of Public Shares and Liquidation if No Initial Business Combination

204

Facilities

206

Employees

206

Directors and Executive Officers

207

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Number and Terms of Office of Officers and Directors

209

Director Independence

209

Committees of the Board of Directors

209

Director Nominations

211

Code of Ethics, Corporate Governance Guidelines and Committee Charters

212

Executive Compensation

212

Audit Fees

213

Pre-Approval Policy

213

Legal Proceedings

213

MCAP MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

214

Cautionary Note Regarding Forward-Looking Statements

40

Overview

214

Results of Operations

215

Liquidity and Capital Resources

216

Off-Balance Sheet Financing Arrangements

217

Contractual Obligations

217

Critical Accounting Policies

217

CERTAIN MCAP RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

219

Related Party Policy

220

MANAGEMENT OF THE POST-COMBINATION COMPANY FOLLOWING THE BUSINESS COMBINATION

222

Information about Executive Officers and Directors of the Post-Combination Company

222

Board Composition

225

Family Relationships

226

Independence of Directors

226

Board Leadership Structure and Role in Risk Oversight

226

Board Committees of the Post-Combination Company’s Board of Directors

227

Code of Business Conduct and Ethics

229

Compensation Committee Interlocks and Insider Participation

229

Stockholder and Interest Party Communications

229

Executive Officer and Director Compensation Following the Business Combination

230

COMPARISON OF CORPORATE GOVERNANCE AND STOCKHOLDER RIGHTS

231

General

231

Comparison of Stockholders’ Rights

231

DESCRIPTION OF THE POST-COMBINATION COMPANY’S SECURITIES

243

Voting Power

243

Dividends

243

Liquidation, Dissolution and Winding Up

243

Preemptive or Other Rights

243

Election of Directors

244

Common Stock Prior to the Business Combination

244

Preferred Stock

244

Warrants

244

Dividends

246

Listing of Securities

246

Transfer Agent and Registrar

246

Certain Anti-Takeover Provisions of Delaware Law

246

Limitation on Liability and Indemnification of Directors and Officers

249

SHARES ELIGIBLE FOR FUTURE SALE

250

Lock-up Agreements and Registration Rights Agreement

250

Rule 144

250

Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies

251

Rule 701

251

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF MCAP

252

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PRICE RANGE OF SECURITIES AND DIVIDENDS

255

MCAP

255

Market Price of MCAP Common Stock, Warrants and Units

255

Holders

255

Dividends

255

STOCKHOLDER PROPOSALS AND NOMINATIONS

256

Stockholder Proposals

256

Stockholder Director Nominees

256

ADDITIONAL INFORMATION

257

Other Matters

257

Legal Matters

257

Experts

257

Delivery of Documents to Stockholders

257

Transfer Agent; Warrant Agent and Registrar

257

WHERE YOU CAN FIND MORE INFORMATION

258

INDEX TO FINANCIAL STATEMENTS

F-1

ANNEX A — BUSINESS COMBINATION AGREEMENT

Annex A-1

ANNEX B — PROPOSED SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MCAP

Annex B-1

ANNEX C — AMENDED AND RESTATED BYLAWS OF MCAP

Annex C-1

ANNEX D — 2021 LONG-TERM INCENTIVE PLAN

Annex D-1

ANNEX E — 2021 EMPLOYEE STOCK PURCHASE PLAN

Annex E-1

ANNEX F — MEMBER SUPPORT AGREEMENT

Annex F-1

ANNEX G — SPONSOR SUPPORT AGREEMENT

Annex G-1

ANNEX H — FORM OF REGISTRATION RIGHTS AGREEMENT

Annex H-1

ANNEX I — FORM OF LOCK-UP AGREEMENT

Annex I-1

ANNEX J — FORM OF STOCKHOLDERS AGREEMENT

Annex J-1

ANNEX K — FORM OF SUBSCRIPTION AGREEMENT

Annex K-1

ANNEX L — FORM OF PROXY CARD

Annex L-1

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC, by MCAP (File No. 333-259027) (the “Registration Statement”), constitutes a prospectus of MCAP under Section 5 of the Securities Act, with respect to the shares of MCAP Common Stock to be issued if the Business Combination described below is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Exchange Act with respect to the Stockholders Meeting in lieu of the 2021 annual meeting of MCAP stockholders at which MCAP stockholders will be asked to consider and vote on a proposal to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

FREQUENTLY USED TERMS

In this document:

“AdTheorent” means AdTheorent Holding Company, LLC, a Delaware limited liability company.

“AdTheorent Board of Directors” means the board of directors of AdTheorent.

“AdTheorent Membership Interests” means the voting Class A membership interests, non-voting Class B membership interests and non-voting Class C membership interests of AdTheorent.

“AdTheorent Options” means all outstanding options to purchase non-voting Class C membership interests of AdTheorent, as applicable, whether or not exercisable and whether or not vested, immediately prior to the Closing granted under the AdTheorent 2017 Interest Option Plan.

“BCA” or “Business Combination Agreement” means the Business Combination Agreement, dated as of July 27, 2021, as it may be amended and/or restated from time to time, by and among MCAP, AdTheorent, Blocker, Blocker Member and the Merger Subs.

“Blocker” means H.I.G. Growth — AdTheorent Intermediate, LLC, a Delaware limited liability company.

“Blocker Member” means H.I.G. Growth — AdTheorent, LLC, a Delaware limited liability company.

“Business Combination” means the transactions contemplated by the Business Combination Agreement.

“Closing” means the consummation of the Business Combination.

“Closing Date” means the date on which the Closing occurs.

“Company” means, unless context dictates otherwise, AdTheorent prior to the Business Combination, and the Post-Combination Company following the Business Combination.

“Code” means the Internal Revenue Code of 1986, as amended.

“DGCL” means the Delaware General Corporation Law.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

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“Exchanged Options” means the options to purchase shares of MCAP Common Stock issued at the Effective Time, pursuant to and subject to the terms set forth in the BCA and by virtue of the Mergers, upon conversion of AdTheorent Options that are outstanding immediately prior to the Effective Time.

“Exchanged Units” means the restricted stock units with respect to shares of MCAP Common Stock issued at the Effective Time, pursuant to and subject to the terms set forth in the BCA and by virtue of the Mergers, upon conversion of restricted interest units with respect to a Class C membership interest of AdTheorent that are outstanding immediately prior to the Effective Time.

“Founder Shares” means the shares of MCAP Class B common stock initially purchased by the Sponsor in a private placement in December 2020 and those issued to the Sponsor pursuant to a stock dividend on February 25, 2021.

“GAAP” means United States generally accepted accounting principles.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“IPO” means MCAP’s initial public offering of units, consummated on February 25, 2021.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

“Key Company Members” means Blocker, Blocker Member, Monroe Capital Corporation, Monroe Capital Private Credit Fund II LP, Monroe Capital Private Credit Fund II (Unleveraged) LP, Monroe Private Credit Fund A LP, Monroe Capital Private Credit Fund I LP and Monroe Capital Partners Fund LP.

“Lock-Up Agreement” means the Lock-Up Agreement to be entered into in connection with the Closing by MCAP, certain MCAP stockholders (including the Sponsor) and certain AdTheorent members in the form attached to this proxy statement/prospectus as Annex I.

“MCAP” means MCAP Acquisition Corporation, a Delaware corporation.

“MCAP Board” means the board of directors of MCAP.

“MCAP Common Stock” means MCAP’s Class A common stock, par value $0.0001 per share.

“MCAP Unit” means one share of MCAP Common Stock and one MCAP Warrant sold in the IPO.

“MCAP Warrant Agreement” means the warrant agreement, dated as of February 25, 2021, by and between MCAP and Continental Stock Transfer & Trust Company, governing MCAP’s outstanding warrants.

“MCAP Warrants” means warrants to purchase shares of MCAP Common Stock as contemplated under the MCAP Warrant Agreement, with each whole warrant exercisable for one share of MCAP Common Stock at an exercise price of $11.50 per whole share.

“Member Support Agreement” means the Member Support Agreement, dated as of July 27, 2021, by and among MCAP, AdTheorent and the Key Company Members in the form attached to this proxy statement/prospectus as Annex F.

“Mergers” means, collectively, the First Company Merger, the Second Company Merger and the Blocker Mergers as defined in and contemplated by the BCA.

“Merger Sub 1” means GRNT Merger Sub 1, LLC, a Delaware limited liability company and wholly owned subsidiary of MCAP.

“Merger Sub 2” means GRNT Merger Sub 2, LLC, a Delaware limited liability company and wholly owned subsidiary of MCAP.

“Merger Sub 3” means GRNT Merger Sub 3, LLC, a Delaware limited liability company and wholly owned subsidiary of MCAP.

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“Merger Sub 4” means GRNT Merger Sub 4, LLC, a Delaware limited liability company and wholly owned subsidiary of MCAP.

“Merger Subs” means, collectively, Merger Sub 1, Merger Sub 2, Merger Sub 3 and Merger Sub 4.

“Nasdaq” means the Nasdaq Capital Markets.

“PCAOB” means the Public Company Accounting Oversight Board.

“PCAOB Audited Financials” means (a) the audited consolidated balance sheet of AdTheorent as of December 31, 2019 and December 31, 2020, and the related audited consolidated statements of income and cash flows of AdTheorent for the years ended December 31, 2019, and December 31, 2020, each audited in accordance with the auditing standards of the PCAOB and Generally Accepted Auditing Standards and included in this proxy statement/prospectus and (b) the reviewed consolidated balance sheet of AdTheorent as of September 30, 2020, and the related unaudited consolidated statements of income and cash flows of AdTheorent for the nine month period ended September 30, 2021, each audited in accordance with the auditing standards of the PCAOB and Generally Accepted Auditing Standards and included in this proxy statement/prospectus.

“PIPE Financing” means the sale of PIPE Shares to the Subscribers, for a purchase price of $10.00 per share for an aggregate purchase price of $121.5 million, in a private placement.

“PIPE Shares” means an aggregate of 12,150,000 shares of MCAP Common Stock to be issued to Subscribers in the PIPE Financing, for a purchase price of $10.00 per share.

“Post-Combination Company” means MCAP immediately upon the consummation of the Business Combination.

“Private Placement Warrants” means the warrants to purchase shares of MCAP Common Stock purchased in a private placement in connection with the IPO.

"Proposed Charter" means the Second Amended and Restated Certificate of Incorporation, in the form attached to this proxy statement/prospectus as Annex B, which, if approved, would take effect upon the Closing.

“prospectus” means the prospectus included in the Registration Statement on Form S-4 (Registration No. 333-259027) filed with the SEC.

“Public Shares” means shares of MCAP Common Stock issued as part of the units sold in the IPO.

“Public Stockholders” means the holders of Public Shares.

“Public Warrants” means the warrants included in the units sold in the IPO, each of which is exercisable for one share of MCAP Common Stock, in accordance with its terms.

“Registration Rights Agreement” means the Amended and Restated Registration Rights Agreement of MCAP to be entered into in connection with the Closing by MCAP, certain AdTheorent members and certain MCAP stockholders (including the Sponsor) in the form attached to this proxy statement/prospectus as Annex H.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Stockholders Meeting” means the Stockholders Meeting in lieu of the 2021 annual meeting of the stockholders of MCAP that is the subject of this proxy statement/prospectus.

“Sponsor” means MCAP Acquisition, LLC, a Delaware limited liability company.

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“Sponsor Support Agreement” means the Sponsor Support Agreement, dated as of July 27, 2021, by and among Sponsor, AdTheorent and MCAP in the form attached to this proxy statement/prospectus as Annex G.

“Stockholders Agreement” means the Stockholders Agreement to be entered into in connection with the Closing by MCAP, the Sponsor and certain AdTheorent members in the form attached to this proxy statement/prospectus as Annex J.

“Trust Account” means the trust account that holds a portion of the proceeds of the IPO and the concurrent sale of the Placement Units.

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that might be important to you. To better understand the Business Combination and the proposals to be considered at the Stockholders Meeting, you should read this proxy statement/prospectus carefully and in its entirety, including the annexes. See also the section entitled “Where You Can Find More Information.”

Parties to the Business Combination

MCAP

MCAP Acquisition Corporation (“MCAP”) is a blank check company incorporated in Delaware on November 12, 2020. MCAP was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. On December 21, 2020, MCAP issued an aggregate of 7,187,500 shares of Class B common stock (the “Founder Shares”) to MCAP Acquisition, LLC (the “Sponsor”) for an aggregate purchase price of $25,000, or approximately $0.003 per share. On February 25, 2021, MCAP effected a 0.1 for 1 dividend of its Class B common stock, resulting in an aggregate 7,906,250 Founder Shares issued and outstanding. Such shares had an aggregate market value of approximately $78.7 million, based on the last sale price of MCAP Common Stock of $9.96 per share on Nasdaq on November 16, 2021.

On March 2, 2021, MCAP consummated its IPO of 31,625,000 units. Each unit consists of one share of Class A common stock and one-third of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50 per share. The units were sold at a price of $10.00 per unit, generating gross proceeds of $316,250,000. Simultaneously with the closing of its IPO, MCAP consummated the sale of 5,983,333 private placement warrants (the “Private Placement Warrants”) at a price of $1.50 per warrant in a private placement to the Sponsor, generating gross proceeds of $8,975,000. Such warrants had an aggregate market value of approximately $7.1 million based on the last sale price of $1.18 per warrant on Nasdaq on November 16, 2021.

Following the closing of MCAP’s IPO on March 2, 2021, an amount of $316,250,000 ($10.00 per unit) from the net proceeds of the sale of the units in the IPO and the Private Placement Warrants was placed in a trust account established for the benefit of the Public Stockholders (the “Trust Account”) and the remaining proceeds became available to be used to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. As of September 30, 2021, MCAP had approximately $316.3 million held in the Trust Account.

MCAP’s principal executive offices are located at 311 South Wacker Drive, Suite 6400, Chicago, Illinois 60606 and its phone number is (312) 258-8300.

Merger Subs

GRNT Merger Sub 1 LLC (“Merger Sub 1”), GRNT Merger Sub 2 LLC (“Merger Sub 2”), GRNT Merger Sub 3 LLC (“Merger Sub 3”) and GRNT Merger Sub 4 LLC (“Merger Sub 4”) are each Delaware limited liability companies and wholly-owned subsidiaries of MCAP. In the Mergers, Merger Sub 1 will merge with and into H.I.G. Growth — AdTheorent Intermediate, LLC, with H.I.G. Growth — AdTheorent Intermediate, LLC surviving as a wholly-owned subsidiary of MCAP, immediately thereafter, the merger of H.I.G. Growth — AdTheorent Intermediate, LLC with and into Merger Sub 2, with Merger Sub 2 surviving as a wholly-owned subsidiary of MCAP, immediately thereafter, the merger of Merger Sub 3 with and into AdTheorent, with AdTheorent surviving as a wholly-owned subsidiary of MCAP and immediately thereafter, the merger of AdTheorent with and into Merger Sub 4, with Merger Sub 4 surviving as a wholly owned subsidiary of MCAP. Prior to the Business Combination, no Merger Sub has had any business activity or operations other than in preparation for the Business Combination.

Each Merger Sub’s principal executive offices are located at 311 South Wacker Drive, Suite 6400, Chicago, Illinois 60606 and its phone number is (312) 258-8300.

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AdTheorent

AdTheorent Holding Company, LLC is a digital media platform which focuses on performance-first, privacy-forward methods to execute programmatic digital advertising campaigns, serving both advertising agency and brand customers. AdTheorent, Inc. was incorporated under the laws of the state of Delaware on October 7, 2011. AdTheorent Holding Company, LLC was formed under the laws of the State of Delaware on December 9, 2016. The mailing address of AdTheorent’s principal executive office is 330 Hudson Street, 13th Floor, New York, NY 10013, and its telephone number is (800) 804-1359.

Emerging Growth Company

MCAP is an “emerging growth company,” as defined under the JOBS Act. As an emerging growth company, MCAP is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. These include, but are not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and the requirement to obtain stockholder approval of any golden parachute payments not previously approved.

Following the Business Combination, AdTheorent will remain an emerging growth company until the earlier of (i) the last day of the fiscal year in which the market value of its common stock that are held by non-affiliates is equal to or exceeds $700 million as of the end of that year’s second fiscal quarter, (ii) the last day of the fiscal year in which it has total annual gross revenue of $1.07 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which it has issued more than $1 billion in non-convertible debt in the prior three-year period or (iv) the last day of the fiscal year following the fifth anniversary of the date of the first sale of MCAP Common Stock in the IPO.

The Proposals to be Submitted at the Stockholders Meeting

Proposal No. 1: The Business Combination Proposal

MCAP and AdTheorent have agreed to the Business Combination under the terms of the BCA. Pursuant to the terms of the BCA, and subject to the satisfaction or waiver of the conditions to the Closing therein, at the Closing, Merger Sub 1 will merge with and into H.I.G. Growth — AdTheorent Intermediate, LLC, with H.I.G. Growth — AdTheorent Intermediate, LLC surviving as a wholly-owned subsidiary of MCAP, immediately thereafter, the merger of H.I.G. Growth — AdTheorent Intermediate, LLC with and into Merger Sub 2, with Merger Sub 2 surviving as a wholly-owned subsidiary of MCAP, immediately thereafter, the merger of Merger Sub 3 with and into AdTheorent, with AdTheorent surviving as a wholly-owned subsidiary of MCAP and immediately thereafter, the merger of AdTheorent with and into Merger Sub 4, with Merger Sub surviving as a wholly-owned subsidiary of MCAP. Unless waived by the applicable party or parties to the BCA, and subject to applicable law, the completion of the Business Combination is subject to a number of conditions set forth in the BCA, including, among others, that (a) the amount available for the Aggregate Cash Consideration shall be equal to at least one hundred forty million dollars ($140,000,000) (subject to MCAP’s option to attempt to make up Aggregate Cash Consideration shortfalls in a number of methods described herein) and (b) the Available Cash shall be equal to at least two hundred fifty eight million one hundred twenty five thousand dollars ($258,125,000). Please see the sections entitled “Proposal No. 1  —  The Business Combination Proposal” and “The Business Combination Agreement” for more information about the Business Combination and the Business Combination Agreement.

Other Agreements Relating to the Business Combination

Registration Rights Agreement

Contemporaneously with the Closing, MCAP, certain MCAP Stockholders (including the Sponsor) and certain AdTheorent members (including the Key Company Members) (such stockholders, the “Holders”) will enter into a Registration Rights Agreement in the form attached to this proxy statement/prospectus as Annex H, pursuant to which, among other things, MCAP will be obligated to file a registration statement to register the resale of certain securities of MCAP held by the Holders. The Registration Rights Agreement will also provide the Holders with “piggy-back” registration rights, subject to certain requirements and customary conditions. For more information on the Registration Rights Agreement, please see the section entitled “Proposal No. 1  —  The Business Combination Proposal — Related Agreements — Registration Rights Agreement.”

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Lock-Up Agreement

Contemporaneously with the Closing, MCAP and the Holders will enter into a Lock-up Agreement in the form attached to this proxy statement/prospectus as Annex I, which, among other things, and subject to certain exceptions, provides for the MCAP Common Stock held by the Holders to be locked-up for a period of six (6) months from the Closing Date in accordance with the terms set forth therein. For more information on the Lock-up Agreement, please see the section entitled “Proposal No. 1  —  The Business Combination Proposal — Related Agreements — Lock-up Agreement.”

Stockholders Agreement

Contemporaneously with the Closing, MCAP, the Sponsor and certain AdTheorent members (including the Key Company Members) will enter into the Stockholders Agreement in the form attached to this proxy statement/prospectus as Annex J, which will provide, among other things, that the post-Closing board of directors of MCAP will consist of nine (9) directors. Additionally, the Stockholders Agreement will provide that three (3) directors are to be independent directors, four (4) directors are to be nominated by H.I.G. (the “H.I.G. Designees”) for so long as H.I.G. Beneficially Owns 20% or more of the outstanding shares of Common Stock of AdTheorent, three (3) directors are to be nominated by H.I.G. for so long as H.I.G. Beneficially Owns 15% or more (but less than 20%) of the outstanding shares of Common Stock of AdTheorent, two (2) directors are to be nominated by H.I.G. for so long as H.I.G. Beneficially Owns 10% or more (but less than 15%) of the outstanding shares of Common Stock of AdTheorent, and one (1) director nominated by H.I.G. for so long as H.I.G. Beneficially Owns 5% or more (but less than 10%) of the outstanding shares of Common Stock of AdTheorent. In addition, the Stockholders Agreement will provide for one (1) director to be nominated by Sponsor (the “Sponsor Designee” and together with the H.I.G. Designees, the “Designees”) for so long as Sponsor and its Affiliates Beneficially Own 1% or more of the outstanding shares of Common Stock of AdTheorent. For more information on the Stockholders Agreement, please see the section entitled “Proposal No. 1  —  The Business Combination Proposal — Related Agreements — Stockholders Agreement.”

Member Support Agreement

In connection with the execution of the BCA, AdTheorent and the Key Company Members entered into the Member Support Agreement pursuant to which, among other things, the Key Company Members agreed to:

vote their AdTheorent membership interests in favor of the BCA and the transactions contemplated by the BCA;
the termination of AdTheorent’s operating agreement and, if applicable, any rights under any agreement between a Key Company Member and AdTheorent providing for redemption rights, put rights, purchase rights, or other similar rights not generally available to the members of AdTheorent immediately prior to the closing of the Business Combination;
not sell, assign, transfer, lien, pledge, dispose of, or otherwise encumber any of the membership interests held by such Key Company Member, except for a sale or transfer pursuant to the BCA or to another member of AdTheorent that is a party to the Member Support Agreement; and
initiate, solicit, facilitate, encourage, enter into, negotiate, or approve any offers or proposals with respect to a proposal or offer from any person relating to a business combination involving AdTheorent, any transfer, purchase, or sale of AdTheorent membership interests, sale or other disposition of AdTheorent property and assets, or any other similar transactions.

For more information on the Member Support Agreement, please see the section entitled “Certain Agreements Related to the Business Combination — Member Support Agreement.”

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Sponsor Support Agreement

In connection with the execution of the BCA, MCAP, AdTheorent, and the Sponsor entered into the Sponsor Support Agreement pursuant to which, among other things, the Sponsor agreed to:

vote all of its Founder Shares in favor of the BCA and the transactions contemplated by the BCA;
take all actions reasonably necessary to consummation the transactions contemplated by the BCA;
not redeem its Founder Shares;
waive the anti-dilution provisions of its Founder Shares set forth in MCAP’s certificate of incorporation;
forfeit 551,096 of its Private Placement Warrants; and
place certain of its Founder Shares and Private Placement Warrants into escrow subject to an “earn-out.”

For more information on the Sponsor Support Agreement, please see the section entitled “Certain Agreements Related to the Business Combination — Sponsor Support Agreement.”

Subscription Agreements

MCAP obtained commitments from certain investors (each, a “PIPE Investor”) to purchase shares of MCAP Common Stock (such shares, collectively, “PIPE Shares”) in an aggregate value of $121,500,000 (as of the date hereof), representing 12,150,000 Subscription Shares at a price of $10.00 per share. The purpose of the sale of the PIPE Shares is to raise additional capital for use in connection with the Transactions and to meet the minimum cash requirements provided in the BCA. The closing of the sale of the PIPE Shares pursuant to the Subscription Agreement is contingent upon, among other customary closing conditions, the substantially concurrent consummation of the Business Combination. Members of our Sponsor or their affiliates have committed to purchase an aggregate of 2,650,000 PIPE Shares. For more information on the Subscription Agreements in the form attached to this proxy statement/prospectus as Annex K, please see the section entitled “Proposal No. 1  —  The Business Combination Proposal — Related Agreements — Subscription Agreements.”

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Organizational Structure

Prior to the Business Combination

The diagrams below depict simplified versions of the current organizational structures of MCAP and AdTheorent, respectively, prior to the Business Combination.

MCAP

Graphic

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AdTheorent/Symetry Companies

(As of April 28, 2021)

Graphic

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After the Business Combination

The diagram below depicts a simplified version of our organizational structure immediately following the completion of the Business Combination.

Graphic

The ownership of the Post-Combination Company immediately following the Business Combination will be as follows:

    

Share ownership in the Post-Combination Company

 

Pro Forma Combined 

 

Pro Forma Combined 

(Assuming Illustrative  

 

(Assuming No 

Maximum 

 

Redemptions Scenario)

Redemptions Scenario)(1)

 

Stockholder

    

Shares

    

%

    

Shares

    

%

 

Former non-H.I.G. AdTheorent equityholders(2)(3).

 

21,658,391

 

21.4

%

22,608,603

 

25.2

%

H.I.G. Growth – AdTheorent, LLC

28,575,615

28.2

%

29,829,303

33.2

%

MCAP Public Stockholders(4).

 

31,625,000

 

31.2

%

17,855,053

 

19.9

%

MCAP Sponsor(5)(6)

 

9,957,375

 

9.8

%

9,957,375

 

11.1

%

PIPE Investors(7)

 

9,500,000

 

9.4

%

9,500,000

 

10.6

%

 

101,316,381

 

100.0

89,750,334

 

100.0

%

(1)Assumes Illustrative Maximum Redemptions of 13,769,947 public shares of MCAP’s Common Stock in connection with the Business Combination, which represents the maximum number of redemptions that may occur without a shortfall of cash while still satisfying the conditions to the Business Combination. For a description of the Illustrative Maximum Redemption Scenario, see “Summary Unaudited Pro Forma Condensed Combined Financial Information.”
(2)Excludes an estimated 8,375,241 outstanding options in the Post-Combination Company.
(3)Excludes $95,000,000 earn-out consideration (payable in cash or shares) under the No Redemption and Illustrative Maximum Redemption scenarios, respectively, as they are contingently issuable based upon the earn-out target being achieved.
(4)Excludes an estimated 10,541,667 shares underlying the Public Warrants beneficially held by the MCAP Public Stockholders.

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(5)Excludes an estimated 598,875 shares held in escrow subject to earn-out targets, and excludes an estimated 5,432,237 (excluding 551,096 MCAP warrants forfeited) shares underlying the Private Placement Warrants beneficially held by the Sponsor. Of the 5,432,237 warrants, 551,096 are to be held in escrow subject to earn-out targets.
(6)Includes 2,650,000 shares of MCAP Common Stock to be issued to members of the Sponsor or their affiliates in their capacity as a PIPE investor.
(7)Excludes 2,650,000 shares of MCAP Common Stock to be issued to members of the Sponsor or their affiliates in their capacity as a PIPE investor.

The “Illustrative Maximum Redemption Scenario” assumes that MCAP Public Stockholders exercise redemption rights with respect to 44% of the outstanding shares of Class A Common Stock. This scenario assumes that 13,769,947 shares of Class A Common Stock are redeemed for an aggregate payment of approximately $137.7 million from the Trust Account, which is the maximum amount of redemptions, without a shortfall of cash, while still satisfying the “Aggregate Cash Consideration” condition to the consummation of the Business Combination. Although not reflected in the illustrative maximum redemption scenario, if redemptions exceed 44%, to the extent there is a shortfall of available cash to pay at least $140.0 million of Aggregate Cash Consideration to AdTheorent’s members and thus satisfy the Aggregate Cash Consideration closing condition, which can only be waived by AdTheorent members in their sole discretion, MCAP has the option under the BCA, in its sole discretion, to make up such shortfall by (i) raising additional funds in a private investment in public equity (“PIPE”) and applying such funds to such shortfall, (ii) causing a portion of AdTheorent’s indebtedness to remain outstanding and applying any funds which would otherwise have been applied towards paying off such indebtedness to such shortfall, (iii) requiring AdTheorent or an AdTheorent subsidiary to incur additional indebtedness in an amount not to exceed such shortfall upon commercially reasonable terms mutually agreed upon by MCAP and AdTheorent, each acting in good faith, and applying any such funds to such shortfall, and/or (iv) using a portion of the Balance Sheet Funding Amount and applying any such funds to such shortfall. The shortfall can be resolved using solely one option or a combination of the aforementioned options. If redemptions are 57% or higher, there would be insufficient cash in trust to satisfy the Available Cash closing condition, which can only be waived by AdTheorent members in their sole discretion. In the event redemptions are higher than 57% and AdTheorent members elect to waive the Available Cash closing condition, the transaction could still be consummated if the parties are able to arrange for financing through one or a combination of the levers described above to make up for the shortfall of available cash to pay at least $140.0 million in Aggregate Cash Consideration to AdTheorent’s members, or if AdTheorent members agree to waive or lower the Aggregate Cash Consideration closing condition. Since these scenarios would require the waiver of the AdTheorent members, have not been negotiated and would require the parties to identify sources of financing that either may not be available or may not be available on terms that are acceptable, these scenarios have not been considered in the Illustrative Maximum Redemptions scenario. However, if redemptions exceed 57% and the transaction is still consummated, the resulting impact could be materially different from what is being disclosed in the Illustrative Maximum Redemptions scenario. See Note 2 to “Notes to Unaudited Pro Forma Condensed Combined Financial Information” for further description of the Illustrative Maximum Redemption scenario and a sensitivity analysis showing the impact if redemptions exceed the level shown in this scenario and the transaction is still consummated. There can be no assurance regarding which scenario will be closest to the actual results.

In addition, upon consummation of the Business Combination, and giving effect to the Sponsor’s forfeiture of 551,096 Private Placement Warrants, there will be outstanding an aggregate of 10,541,667 Public Warrants and 5,432,237 Private Placement Warrants held by our Sponsor (551,096 of which will be subject to escrow and forfeiture unless certain earn-out targets are achieved as set forth in the BCA). Each of our outstanding whole warrants is exercisable commencing 30 days following the Closing, for one share of MCAP Common Stock. Therefore, as of the date of this proxy statement/prospectus, if we assume that each outstanding whole warrant is exercised and one share of MCAP Common Stock is issued as a result of such exercise, with payment to MCAP of the exercise price of $11.50 per whole warrant for one whole share, our fully-diluted share capital would increase by a total of 15,973,904 shares, with approximately $183.7 million paid to us to exercise the warrants, assuming cash exercise.

The numbers of shares and percentage interests set forth in the above table under either redemption scenario do not take into account (i) potential future exercises of up to 10,541,667 Public Warrants and up to 5,432,237 Private Placement Warrants (551,096 of which are to be held in escrow subject to earn-out targets), which will remain outstanding immediately following the Business Combination and may be exercised thereafter at an exercise price of $11.50 (commencing 30 days after the Closing of the Business

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Combination), (ii) 598,875 Founder Shares owned by the Sponsor but held in escrow subject to the achievement of earn-out targets as described in the BCA, (iii) 8,375,241 shares issuable upon the exercise of outstanding options to purchase shares of AdTheorent membership interests, (iv) up to 10,131,638 shares issuable pursuant to the AdTheorent 2021 Long-Term Incentive Plan, (v) up to 2,026,328 shares issuable pursuant to the AdTheorent 2021 Employee Stock Purchase Plan or (vi) warrants to purchase up to 1,000,000 shares if the Sponsor makes a working capital loan prior to the closing of the Business Combination in an amount up to $1,500,000 (no such loans have been made to date). The exercise, issuance or vesting of any of these shares could have a dilutive effect on those of our stockholders who do not elect to redeem their shares. If all such shares were issued immediately after the Business Combination, based on the number of issued and outstanding shares of MCAP Common Stock and AdTheorent Capital Stock on September 30, 2021, and based on the MCAP Common Stock expected to be issued in the Business Combination and the PIPE Financing, non-redeeming Public Stockholders, as a group, would own:

if there are no redemptions of Public Shares, 22.7% of the Post-Combination Company’s common stock outstanding assuming all such shares were issued immediately after the Business Combination; or
if there are maximum redemptions of 44% of the outstanding Public Shares, 14.0% of the Post- Combination Company’s common stock outstanding assuming all such shares were issued immediately after the Business Combination.

If the actual facts are different than the assumptions set forth above, the share numbers set forth above will be different. For more information, please see the section entitled "Unaudited Pro Forma Condensed Combined Financial Information.”

Proposal No. 2 — The Charter Amendment Proposal

MCAP is proposing that its stockholders vote to approve and adopt an amendment to MCAP’s current certificate of incorporation. A summary of the Charter Amendment Proposal is set forth in the section entitled “Proposal No. 2 — The Charter Amendment Proposal” of this proxy statement/prospectus.

Proposal No. 3 — The Advisory Charter Proposals

MCAP is proposing that its stockholders consider and vote upon, on a non-binding advisory basis, a proposal to approve certain governance provisions contained in the Proposed Charter, being presented in accordance with the requirements of the U.S. Securities and Exchange Commission (the “SEC”) as eight separate sub-proposals (which we refer to, collectively, as the “Advisory Charter Proposals”):

(A)Advisory Proposal A — provides that the total number of shares of all classes of capital stock which the Company will have authority to issue is 370,000,000 shares, consisting of (i) 350,000,000 shares of common stock, par value $0.0001 per share, and (ii) 20,000,000 shares of preferred stock, par value $0.0001 per share.
(B)Advisory Proposal B — provides that the capital stock consists of common and preferred stock only and does not delineate classes of common stock.
(C)Advisory Proposal C — provides for the waiver of the corporate opportunity doctrine with respect to H.I.G. and its affiliates and any Non-Employee Director or his or her affiliates.
(D)Advisory Proposal D — 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.
(E)Advisory Proposal E — 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.
(F)Advisory Proposal F — 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.

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(G)Advisory Proposal G — provides that directors may be removed by the affirmative vote of the holders of at least 66 2/3% of the voting stock of the combined company entitled to vote at an election of directors.
(H)Advisory Proposal H — (i) provides that the post-business combination company’s corporate name would change from “MCAP Acquisition Corporation” to “AdTheorent Holding Company, Inc.” and makes the Company’s corporate existence perpetual and (ii) removes certain provisions related to MCAP’s status as a blank check company that will no longer apply upon consummation of the business combination.

Proposal No. 4 — The Election of Directors Proposal

MCAP is proposing that its stockholders vote to elect nine directors to serve staggered terms on the MCAP Board until the 2022, 2023 and 2024 annual meeting of stockholders of MCAP, respectively, and until their respective successors are duly elected and qualified. A summary of the Director Election Proposal is set forth in the section entitled “Proposal No. 4 — The Director Election Proposal” of this proxy statement/prospectus.

Proposal No. 5 — The Long-Term Incentive Plan Proposal

MCAP is proposing that its stockholders vote to approve the 2021 Long-Term Incentive Plan to be effective after the closing of the Business Combination. We refer to this proposal as the “Equity Incentive Plan Proposal.” A copy of the 2021 Long-Term Incentive Plan is attached hereto as Annex D.

Proposal No. 6 — The ESPP Proposal

MCAP is proposing that its stockholders vote to approve the 2021 Employee Stock Purchase Plan (“ESPP”) to be effective after the closing of the Business Combination. We refer to this proposal as the “ESPP Proposal.” A copy of the 2021 Employee Stock Purchase Plan is attached hereto as Annex E.

Proposal No. 7 — The Nasdaq Proposal

MCAP is proposing that its stockholders vote to approve (i) for purposes of complying with Nasdaq Listing Rules 5635(a) and (b), the issuance of more than 20% of the issued and outstanding Class A common stock and the resulting change in control in connection with the Business Combination, and (ii) for the purpose of complying with Nasdaq Listing Rule 5635(d), the issuance of more than 20% of the issued and outstanding shares of Class A common stock in the PIPE Financing upon the completion of the Business Combination. A summary of the Nasdaq Proposal is set forth in the section entitled “Proposal No. 7 —  The Nasdaq Proposal” of this proxy statement/prospectus.

Proposal No. 8 — The Stockholder Adjournment Proposal

The Stockholder Adjournment Proposal, if adopted, will allow the MCAP Board to adjourn the Stockholders Meeting to a later date or dates, including, if necessary to permit further solicitation and vote of proxies if it is determined by MCAP that more time is necessary or appropriate to approve one or more Stockholder Proposals at the Stockholders Meeting. A summary of the Shareholder Adjournment Proposal is set forth in the section entitled “Proposal No. 8  —  The Shareholder Adjournment Proposal” of this proxy statement/prospectus.

The Stockholders Meeting

Date, Time and Place of Stockholders Meeting

The Stockholders Meeting will be held at 10:00 a.m. Eastern Time, on [], 2021, or at such other date, time and place to which such meeting may be adjourned and also via live webcast at www.virtualshareholdermeeting.com/MACQ2021SM to consider and vote upon the Stockholder Proposals, as a virtual meeting.

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Record Date; Outstanding Shares; Stockholders Entitled to Vote

MCAP has fixed the close of business on November 4, 2021, as the Record Date for determining the MCAP stockholders entitled to notice of and to attend and vote at the Stockholders Meeting.

As of the close of business on such date, there were 31,625,000 shares of Class A common stock and 7,906,250 Founder Shares outstanding and entitled to vote. The shares of Class A common stock and the Founder Shares vote together as a single class, except in the election of directors, as to which only the Founder Shares vote, and each share is entitled to one vote per share at the Stockholders Meeting. The Sponsor owns 7,906,250 Founder Shares, which are shares of Class B common stock of MCAP. Pursuant to the Insider Letter Agreement among MCAP, the Sponsor and MCAP’s directors and officers, (i) the 7,906,250 Founder Shares owned by the Sponsor and (ii) any other shares of common stock of MCAP owned by the Sponsor or MCAP’s officers and directors will be voted in favor of the Business Combination at the Stockholders Meeting.

Proxy Solicitation

Proxies with respect to the Stockholders Meeting may be solicited by telephone, by facsimile, by mail, on the internet or in person. MCAP has engaged Broadridge Financial Solutions, Inc. and MacKenzie Partners, Inc. to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares at the virtual meeting if it revokes its proxy before the Stockholders Meeting. A stockholder may also change its vote by submitting a later-dated proxy, as described in the section entitled “Stockholders Meeting — Revoking Your Proxy — Changing Your Vote.”

Quorum and Required Vote

A quorum of MCAP stockholders is necessary to hold the Stockholders Meeting. The presence, in person or by proxy, of MCAP stockholders representing a majority of the shares of common stock issued and outstanding on the Record Date and entitled to vote on the Stockholder Proposals to be considered at the Stockholders Meeting will constitute a quorum for the Stockholders Meeting.

Each of the Business Combination Proposal, Charter Amendment Proposal, Election of Directors Proposal, Long-Term Incentive Plan Proposal, Employee Stock Purchase Plan Proposal and Nasdaq Proposal is interdependent upon the others and must be approved in order for MCAP to complete the Business Combination as contemplated by the BCA. Other than the Director Election Proposal, each of the Stockholder Proposals require the affirmative vote of a majority of the issued and outstanding shares of MCAP common stock cast by the stockholders represented in person (which would include presence at a virtual meeting) or by proxy at the Stockholders Meeting and entitled to vote thereon, voting as a single class. Under MCAP’s charter, the election of directors under the Director Election Proposal requires a plurality vote of the Founder Shares present in person (which would include presence at a virtual meeting) or represented by proxy and entitled to vote at the Stockholders Meeting. This means that a director nominee will be elected if such director receives more affirmative votes than any other nominee for the same position.

Regulatory Approvals

The Business Combination and the transactions contemplated by the BCA are not subject to any regulatory requirement or approval, except for (i) filings with the State of Delaware to effect the Mergers, (ii) filings required with the SEC pursuant to the reporting requirements applicable to MCAP, and the requirements of the Securities Act and the Exchange Act, including the requirement to file the registration statement of which this proxy statement/prospectus forms a part and to disseminate this proxy statement/prospectus to MCAP’s stockholders and (iii) filings required under the HSR Act in connection with the Business Combination. MCAP must comply with applicable United States federal and state securities laws in connection with the PIPE Financing, and with Nasdaq continued listing requirements, including the filing with Nasdaq of a press release disclosing the Business Combination, among other things.

Appraisal Rights

MCAP’s stockholders do not have appraisal rights under the DGCL or otherwise in connection with the Business Combination Proposal or the other Stockholder Proposals.

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Redemption Rights

Pursuant to MCAP’s charter, a Public Stockholder may request that MCAP redeem all or a portion of such Public Stockholder’s Public Shares for cash if the Business Combination is consummated. You will be entitled to receive cash for any Public Shares to be redeemed only if you:

(a)hold Public Shares or hold Public Shares through units and you elect to separate your units into the underlying Public Shares and Public Warrants prior to exercising your redemption rights with respect to the Public Shares; and
(b)prior to 5:00 p.m., Eastern Time, on [], 2021 (two business days prior to the vote at the Stockholders Meeting), (i) submit a written request to Continental Stock Transfer & Trust Company, MCAP’s transfer agent (the “Transfer Agent”), that MCAP redeem your Public Shares for cash and (ii) deliver your share certificates (if any) and other redemption forms to the transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

As noted above, holders of units must elect to separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying Public Shares and Public Warrants, or if a holder holds units registered in its own name, the holder must contact the Transfer Agent directly and instruct it to do so.

Public Stockholders may elect to redeem all or a portion of their Public Shares regardless whether they vote for or against the Business Combination Proposal. If the Business Combination is not consummated, the Public Shares will not be redeemed for cash. If a Public Stockholder properly exercises its right to redeem its Public Shares and timely delivers its share certificates (if any) and other redemption forms to the Transfer Agent, MCAP will redeem each such Public Share for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (net of taxes payable), divided by the number of then-outstanding Public Shares. As of September 30, 2021, this would have amounted to approximately $10.0006 per Public Share.

If a Public Stockholder exercises its redemption rights, then it will be exchanging its redeemed Public Shares for cash and will no longer own such shares. Any request to redeem Public Shares, once made, may not be withdrawn once submitted to MCAP unless the MCAP Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which it may do in whole or in part). The holder can make such request by contacting the Transfer Agent, at the address or email address listed in this proxy statement/prospectus. MCAP will be required to honor such request only if made prior to the deadline for exercising redemption requests. See “Stockholders Meeting — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate of such Public Stockholder or any other person with whom such Public Stockholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares. Accordingly, if a Public Stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

In order for Public Stockholders to exercise their redemption rights in respect of the Business Combination Proposal, Public Stockholders must properly exercise their right to redeem the Public Shares they hold no later than the close of the vote on the Business Combination Proposal and deliver their share certificates (if any) and other redemption forms (either physically or electronically) to the transfer agent prior to 5:00 p.m., Eastern Time, on [], 2021 (two business days prior to the vote at the Stockholders Meeting). Immediately following the consummation of the Business Combination, MCAP will satisfy the exercise of redemption rights by redeeming the Public Shares issued to the Public Stockholders that validly exercised their redemption rights.

Holders of MCAP’s Private Placement Warrants will not have redemption rights with respect to any of those securities (including any shares underlying such Private Placement Warrants).

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Material U.S. Federal Income Tax Consequences

The Company Mergers are intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. The parties to the Business Combination have agreed to report the Company Mergers in accordance with such qualification for all tax purposes (unless otherwise required by a judicial or administrative determination). Such qualification, however, involves uncertainty because it assumes facts and representations that cannot be confirmed until after the Closing, including the number of AdTheorent equityholders, if any, who exercise appraisal rights in connection with the Company Mergers. The Company Mergers will occur even if it does not qualify as a reorganization.

For a description of the material U.S. federal income tax consequences of the Business Combination, please see the information set forth in the section entitled “Material U.S. Federal Income Tax Considerations.”

Anticipated Accounting Treatment of the Business Combination

The Business Combination will be accounted for as a reverse recapitalization, in accordance with GAAP. Under this method of accounting, although MCAP will issue shares for outstanding equity interests of AdTheorent in the Business Combination, MCAP will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of AdTheorent issuing stock for the net assets of MCAP, accompanied by a recapitalization. The net assets of MCAP will be stated at carrying value, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of AdTheorent.

Interests of Certain Persons in the Business Combination

When you consider the recommendation of the MCAP Board in favor of adoption of the Business Combination Proposal, you should keep in mind that MCAP’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a stockholder. The existence of any financial and personal interests of one or more of MCAP’s directors may be argued to result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of MCAP and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the Stockholder Proposals. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of MCAP’s Directors and Officers and Others in the Business Combination” in this proxy statement/prospectus for a further discussion of such interests and potential conflicts of interest.

Risk Factors

In evaluating the Stockholder Proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors” beginning on page 43.

Risk Factors Summary

The transactions described in this proxy statement/prospectus involve various risks, and you should carefully read and consider the factors discussed under “Risk Factors.” The following is a summary of some of these risks:

Risks Related to AdTheorent’s Business, including:
AdTheorent’s success and revenue growth is dependent on its marketing efforts, ability to maintain its brand, adding new customers, launch and marketing of new products and services, effectively educating and training its existing customers and increasing usage of its platform and services by its customers.
If AdTheorent fails to innovate and make the right investment decisions in its offerings and platform, it may not attract and retain customers and its revenue and results of operations may decline.

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AdTheorent relies on key customers and a loss of such customers could harm its business, operating results and financial condition.
AdTheorent is subject to payment-related risks and if its customers do not pay, or dispute their invoices, its business, operating results and financial condition may be adversely affected
AdTheorent’s revenue could decline and its growth could be impeded if its access to advertising inventory is diminished or fails to grow.
AdTheorent allows its customers and suppliers to utilize application programming interfaces, or APIs, with its platform, which could result in outages or security breaches and negatively impact its business, operating results and financial condition.
If AdTheorent’s access to data or non-proprietary technology is diminished, including through third-party hosting and transmission services, the effectiveness of its platform and services would be decreased, which could harm its operating results and financial condition.
AdTheorent’s failure to meet content and inventory standards and provide services that its customers and inventory suppliers trust could harm its brand and reputation and negatively impact its business, operating results and financial condition.
Risks Related to Data Privacy, including:
Changes in legislative, judicial, regulatory, or cultural environments relating to information collection, use and processing may limit AdTheorent’s ability to collect, use and process data.
AdTheorent’s business or ability to operate its platform could be impacted by changes in the technology industry by established technology companies or government regulation.
Risks Related to AdTheorent’s Intellectual Property and Technology, including:
AdTheorent’s internal information technology systems may fail or suffer security breaches, loss or leakage of data, and other disruptions.
Risks Related to Government Regulation, including:
AdTheorent’s business is subject to a wide range of laws and regulations, many of which are evolving, and failure to comply with such laws and regulations could harm its business, financial condition, and results of operations.
General Risk Factors Relating to the Business of AdTheorent
The market in which AdTheorent participates is intensely competitive and fragmented.
Failure to manage AdTheorent’s growth effectively could cause its business to suffer and have an adverse effect on its business, operating results and financial condition.
Seasonal fluctuations in advertising activity could have a material impact on AdTheorent’s revenue, cash flow and operating results.
Future acquisitions, strategic investments or alliances could disrupt AdTheorent’s business and harm its business, operating results and financial condition.

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AdTheorent may utilize a significant amount of indebtedness in the operation of its business, and its cash flows and operating results could be adversely affected by required payments of any debt or related interest and other risks of any debt financing.
Risks Related to the Ownership of AdTheorent Common Stock, including:
The market price of AdTheorent common stock may be volatile or may decline, and you may not be able to resell your shares at or above the price you paid for such shares.
Insiders will continue to have substantial control over our company after the Business Combination, which could limit your ability to influence the outcome of key decisions, including a change of control.
Risks Related to MCAP and the Business Combination, including:
There can be no assurance that the Post-Combination Company’s common stock will be approved for listing on Nasdaq or any other exchange or that the Post-Combination Company will be able to comply with the continued listing standards of Nasdaq or any other exchange.
Subsequent to the consummation of the Business Combination, the Post-Combination Company may be required to take write-downs or write-offs, or the Post-Combination Company may be subject to restructuring, impairment or other charges.
If the Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of MCAP’s securities or, following the Closing, the Post-Combination Company’s securities, may decline.
The Post-Combination Company will qualify as an “emerging growth company” as well as a “smaller reporting company” within the meaning of the Securities Act.
The unaudited pro forma financial information included herein may not be indicative of what the Post-Combination Company’s actual financial position or results of operations would have been.
MCAP may not be able to consummate an initial business combination within the required time period, in which case it would cease all operations except for the purpose of winding up and it would redeem the Public Shares and liquidate.
MCAP stockholders will have a reduced ownership and voting interest after the Business Combination and will exercise less influence over management.
MCAP does not have a specified maximum redemption threshold.

Recommendation to Stockholders of MCAP

The MCAP Board unanimously recommends that stockholders:

Vote “FOR” the Business Combination Proposal;
Vote “FOR” the Charter Amendment Proposal;
Vote “FOR” each of the Advisory Charter Proposals;
Vote “FOR” the election of each of the directors pursuant to the Director Election Proposal;
Vote “FOR” the Long-Term Incentive Plan Proposal;
Vote “FOR” the ESPP Proposal;

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Vote “FOR” the Nasdaq Proposal; and
Vote “FOR” the Stockholder Adjournment Proposal, if it is presented at the Stockholders Meeting.

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Stockholders Meeting of MCAP stockholders, including with respect to the proposed Business Combination. The following questions and answers may not include all the information that is important to MCAP stockholders. Stockholders are urged to read carefully this entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein.

Q.

Why am I receiving this proxy statement/prospectus?

A.You are receiving this proxy statement/prospectus in connection with the Stockholders Meeting. MCAP is holding the Stockholders Meeting to consider and vote upon the Stockholder Proposals described below. Your vote is important. You are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

MCAP’s stockholders are being asked to consider and vote upon the Stockholder Proposals described below. Holders of shares of Class B common stock are also being asked to vote upon the Director Election Proposal.

The presence, in person or by proxy, of MCAP stockholders representing a majority of the issued and outstanding common stock on the Record Date and entitled to vote on the Stockholder Proposals to be considered at the Stockholders Meeting, including a majority of the issued and outstanding shares of Class B common stock as of the Record Date in the case of the Director Election Proposal, will constitute a quorum for the Stockholders Meeting.

YOUR VOTE IS IMPORTANT. YOU ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.

Q.

What matters will stockholders consider at the Stockholders Meeting?

A.At the MCAP Stockholders Meeting, MCAP will ask its stockholders to vote in favor of the following proposals (the “Stockholder Proposals”):
Proposal 1 — The Business Combination Proposal;
Proposal 2 — The Charter Amendment Proposal;
Proposal 3 — Each of the Advisory Charter Proposals;
Proposal 4 — Each of the directors in the Director Election Proposal;
Proposal 5 — The Long-Term Incentive Plan Proposal;
Proposal 6 — The ESPP Proposal;
Proposal 7 — The Nasdaq Proposal; and
Proposal 8 — The Adjournment Proposal.

Q.

Are any of the Stockholder Proposals conditioned on one another?

A.Each of the Business Combination Proposal, the Charter Amendment Proposal, the Director Election Proposal, the Long-Term Incentive Plan Proposal, the ESPP Proposal and the Nasdaq Proposal is interdependent upon the others and each must be approved in order for MCAP to complete the Business Combination contemplated by the BCA.

Q.

What vote is required to approve the Stockholder Proposals?

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A.Other than the Director Election Proposal, each of the Stockholder Proposals require the affirmative vote of a majority of the issued and outstanding shares of MCAP’s common stock cast by the stockholders represented in person (which would include presence at a virtual meeting) or by proxy at the Stockholders Meeting and entitled to vote thereon, voting as a single class. Under MCAP’s charter, the election of directors under the Director Election Proposal requires a plurality vote of the Founder Shares present in person (which would include presence at a virtual meeting) or represented by proxy and entitled to vote at the Stockholders Meeting. Pursuant to the Sponsor Support Agreement, our Sponsor has agreed to vote its Founders Shares in favor of the BCA and the transactions contemplated by the BCA. In addition, holders of approximately 4.1 million shares of MCAP Common Stock acquired in MCAP’s IPO have agreed to vote those shares in favor of the BCA and the transactions contemplated by the BCA. As a result, only 7,759,376 more of the outstanding Public Shares, or 24.5%, need to be voted in favor in order to approve the BCA assuming all issued and outstanding MCAP Common Stock is voted, and none of the shares of MCAP Common Stock need to be voted in favor in order to approve the BCA assuming only the minimum number of shares necessary for a quorum are voted.

Q.

What will happen upon the consummation of the Business Combination?

A.See “Proposal No. 1 — The Business Combination Proposal” for further information on what will happen upon the consummation of the Business Combination.

Q.

Why is MCAP proposing the Business Combination Proposal?

A.MCAP was organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Since MCAP’s organization, the MCAP team has sought to identify suitable candidates in order to effect such a transaction. In its review of AdTheorent, the MCAP Board considered a variety of factors weighing positively and negatively in connection with the Business Combination. After careful consideration, the MCAP Board has determined that the Business Combination presents a highly-attractive business combination opportunity and is in the best interests of MCAP stockholders. The MCAP Board believes that, based on its review and consideration, the Business Combination with AdTheorent presents an opportunity to increase stockholder value. However, there can be no assurance that the anticipated benefits of the Business Combination will be achieved. MCAP stockholder approval of the Business Combination is required by the Business Combination Agreement and Nasdaq Listing Rule 5635(a), (b) and (d).

Under MCAP’s amended and restated certificate of incorporation, MCAP must provide all Public Stockholders with the opportunity to have their Public Shares redeemed for cash upon the consummation of MCAP’s initial business combination in conjunction with a stockholder vote.

Q.

What will AdTheorent members and holders of AdTheorent options or AdTheorent restricted interest units receive in the Business Combination?

A.If the Business Combination is completed, each Class A, Class B, and Class C membership interest of AdTheorent issued and outstanding immediately prior to the effective time of the Business Combination will be converted into the right to receive (i) shares of MCAP common stock issued under MCAP’s Second Amended and Restated Certificate of Incorporation effective as of immediately prior to the closing (“New MCAP Stock”), (ii) a portion of the aggregate cash consideration payable by MCAP at closing, and (iii) a portion of the consideration subject to an earn-out (the “Earn-Out Consideration”).

Each option to purchase a Class C membership interest of AdTheorent outstanding immediately prior to the effective time of the Business Combination, whether vested or unvested, will be converted into (i) options to purchase New MCAP Stock and (ii) a portion of the Earn-Out Consideration. Each restricted interest unit with respect to a Class C membership interest of AdTheorent outstanding immediately prior to the effective time of the Business Combination, whether vested or unvested, will be converted into (i) restricted stock units with respect to New MCAP Stock and (ii) a portion of the Earn-Out Consideration. Consistent with the terms of the BCA, the total number of shares of MCAP Common Stock issued to holders of AdTheorent Class A, Class B, and Class C membership interests issued and outstanding immediately prior to the effective time of the Business Combination will be reduced by the number of MCAP options issued to holders of AdTheorent Class C membership interests. Such reduction has been incorporated into the estimated share amounts contained in this proxy statement/prospectus.

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The Earn-Out Consideration, if payable by MCAP pursuant to the terms in the Business Combination Agreement, may take the form of (i) New MCAP Stock valued at $14.00 per share, (ii) cash, or (iii) a combination of New MCAP Stock valued at $14.00 per share and cash.

Q.

What equity stake will current MCAP stockholders and AdTheorent Stockholders have in the Post-Combination Company after the Closing?

A.It is anticipated that, upon the completion of the Business Combination, the ownership of the Post-Combination Company will be as follows:

    

Share ownership in the Post-Combination Company

 

Pro Forma Combined 

    

Pro Forma Combined 

 

(Assuming No 

(Assuming Illustrative Maximum 

 

Redemptions Scenario)

Redemptions Scenario)(1)

 

Stockholder

Shares

    

%

    

Shares

    

%

    

Former non-H.I.G. AdTheorent equityholders(2)(3)

 

21,658,391

 

21.4

%

22,608,603

 

25.2

%

H.I.G. Growth – AdTheorent, LLC

28,575,615

28.2

%

29,829,303

33.2

%

MCAP Public Stockholders(4)

 

31,625,000

 

31.2

%

17,855,053

 

19.9

%

MCAP Sponsor(5)(6)

 

9,957,375

 

9.8

%

9,957,375

 

11.1

%

PIPE Investors(7)

 

9,500,000

 

9.4

%

9,500,000

 

10.6

%

 

101,316,381

 

100.0

%

89,750,334

 

100.0

%

(1)Assumes Illustrative Maximum Redemptions of 13,769,947 public shares of MCAP’s Common Stock in connection with the Business Combination, which represents the maximum number of redemptions that may occur without a shortfall of cash while still satisfying the conditions to the Business Combination. For a description of the Illustrative Maximum Redemption Scenario, see “Summary Unaudited Pro Forma Condensed Combined Financial Information.”
(2)Excludes an estimated 8,375,241 outstanding options in the Post-Combination Company.
(3)Excludes $95,000,000 earn-out consideration (payable in cash or shares) under the No Redemption and Illustrative Maximum Redemption scenarios, respectively, as they are contingently issuable based upon the earn-out target being achieved.
(4)Excludes an estimated 10,541,667 shares underlying the Public Warrants beneficially held by the MCAP Public Stockholders.
(5)Excludes an estimated 598,875 shares held in escrow subject to earn-out targets, and excludes an estimated 5,432,237 (excluding 551,096 MCAP warrants forfeited) shares underlying the Private Placement Warrants beneficially held by the Sponsor. Of the 5,432,237 warrants, 551,096 are to be held in escrow subject to earn-out targets.
(6)Includes 2,650,000 shares of MCAP Common Stock to be issued to members of the Sponsor or their affiliates in their capacity as a PIPE investor.
(7)Excludes 2,650,000 shares of MCAP Common Stock to be issued to members of the Sponsor or their affiliates in their capacity as a PIPE investor.

The “Illustrative Maximum Redemption Scenario” assumes that MCAP Public Stockholders exercise redemption rights with respect to 44% of the outstanding shares of Class A Common Stock. This scenario assumes that 13,769,947 shares of Class A Common Stock are redeemed for an aggregate payment of approximately $137.7 million from the Trust Account, which is the maximum amount of redemptions, without a shortfall of cash, while still satisfying the “Aggregate Cash Consideration” condition to the consummation of the Business Combination. Although not reflected in the illustrative maximum redemption scenario, if redemptions exceed 44%, to the extent there is a shortfall of available cash to pay at least $140.0 million of Aggregate Cash Consideration to AdTheorent’s members and thus satisfy the Aggregate Cash Consideration closing condition, which can only be waived by AdTheorent members in their sole discretion, MCAP has the option under the BCA, in its sole discretion, to make up such shortfall by (i) raising additional funds in a private investment in public equity (“PIPE”) and applying such funds to such shortfall, (ii) causing a portion of AdTheorent’s indebtedness to remain outstanding and applying any funds which would

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otherwise have been applied towards paying off such indebtedness to such shortfall, (iii) requiring AdTheorent or an AdTheorent subsidiary to incur additional indebtedness in an amount not to exceed such shortfall upon commercially reasonable terms mutually agreed upon by MCAP and AdTheorent, each acting in good faith, and applying any such funds to such shortfall, and/or (iv) using a portion of the Balance Sheet Funding Amount and applying any such funds to such shortfall. The shortfall can be resolved using solely one option or a combination of the aforementioned options. If redemptions are 57% or higher, there would be insufficient cash in trust to satisfy the Available Cash closing condition, which can only be waived by AdTheorent members in their sole discretion. In the event redemptions are higher than 57% and AdTheorent members elect to waive the Available Cash closing condition, the transaction could still be consummated if the parties are able to arrange for financing through one or a combination of the levers described above to make up for the shortfall of available cash to pay at least $140.0 million in Aggregate Cash Consideration to AdTheorent’s members, or if AdTheorent members agree to waive or lower the Aggregate Cash Consideration closing condition. Since these scenarios would require the waiver of the AdTheorent members, have not been negotiated and would require the parties to identify sources of financing that either may not be available or may not be available on terms that are acceptable, these scenarios have not been considered in the Illustrative Maximum Redemptions scenario. However, if redemptions exceed 57% and the transaction is still consummated, the resulting impact could be materially different from what is being disclosed in the Illustrative Maximum Redemptions scenario. See Note 2 to “Notes to Unaudited Pro Forma Condensed Combined Financial Information” for further description of the Illustrative Maximum Redemption scenario and a sensitivity analysis showing the impact if redemptions exceed the level shown in this scenario and the transaction is still consummated. There can be no assurance regarding which scenario will be closest to the actual results.

In addition, upon consummation of the Business Combination, and giving effect to the Sponsor’s forfeiture of 551,096 Private Placement Warrants, there will be outstanding an aggregate of 10,541,667 Public Warrants and 5,432,237 Private Placement Warrants held by our Sponsor (551,096 of which will be subject to escrow and forfeiture unless certain earn-out targets are achieved as set forth in the BCA). Each of our outstanding whole warrants is exercisable commencing 30 days following the Closing, for one share of MCAP Common Stock. Therefore, as of the date of this proxy statement/prospectus, if we assume that each outstanding whole warrant is exercised and one share of MCAP Common Stock is issued as a result of such exercise, with payment to MCAP of the exercise price of $11.50 per whole warrant for one whole share, our fully-diluted share capital would increase by a total of 15,973,904 shares, with approximately $183.7 million paid to us to exercise the warrants, assuming cash exercise.

The numbers of shares and percentage interests set forth in the above table under either redemption scenario do not take into account (i) potential future exercises of up to 10,541,667 Public Warrants and up to 5,432,237 Private Placement Warrants (551,096 of which are to be held in escrow subject to earn-out targets), which will remain outstanding immediately following the Business Combination and may be exercised thereafter at an exercise price of $11.50 (commencing 30 days after the Closing of the Business Combination), (ii) 598,875 Founder Shares owned by the Sponsor but held in escrow subject to the achievement of earn-out targets as described in the BCA, (iii) 8,375,241 shares issuable upon the exercise of outstanding options to purchase shares of AdTheorent membership interests, (iv) up to 10,131,638 shares issuable pursuant to the AdTheorent 2021 Long-Term Incentive Plan, (v) up to 2,026,328 shares issuable pursuant to the AdTheorent 2021 Employee Stock Purchase Plan or (vi) warrants to purchase up to 1,000,000 shares if the Sponsor makes a working capital loan prior to the closing of the Business Combination in an amount up to $1,500,000 (no such loans have been made to date). The exercise, issuance or vesting of any of these shares could have a dilutive effect on those of our stockholders who do not elect to redeem their shares. If all such shares were issued immediately after the Business Combination, based on the number of issued and outstanding shares of MCAP Common Stock and AdTheorent Capital Stock on September 30, 2021, and based on the MCAP Common Stock expected to be issued in the Business Combination and the PIPE Financing, non-redeeming Public Stockholders, as a group, would own:

if there are no redemptions of Public Shares, 22.7% of the Post-Combination Company’s common stock outstanding assuming all such shares were issued immediately after the Business Combination; or
if there are maximum redemptions of 44% of the outstanding Public Shares, 14.0% of the Post- Combination Company’s common stock outstanding assuming all such shares were issued immediately after the Business Combination.

If the actual facts are different than the assumptions set forth above, the share numbers set forth above will be different. For more information, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

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Q.

What happens if I sell my shares of MCAP common stock before the Stockholders Meeting?

A.The record date for the Stockholders Meeting will be earlier than the date that the Business Combination is expected to be completed. If you transfer your shares of MCAP Common Stock after the record date, but before the Stockholders Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Stockholders Meeting.

Q.

Do AdTheorent’s members need to approve the Business Combination?

A.The Business Combination needs to be approved by the AdTheorent members (the “Voting Members”) holding a majority of the AdTheorent membership interests that entitle the holder thereof to vote. All of the Voting Members have unanimously approved the Business Combination and determined that the execution and delivery of the Business Combination Agreement and each other agreement contemplated by the Business Combination Agreement, the consummation of the Business Combination, and the performance by AdTheorent of its obligations under the transactions contemplated by the Business Combination Agreement and each other agreement contemplated by the Business Combination Agreement to be in the best interests of AdTheorent and its equityholders.

Q.

Did the MCAP Board obtain a third-party valuation or fairness opinion in determining whether to proceed with the Business Combination?

A.The MCAP Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. The MCAP Board believes that based upon the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to its stockholders. The MCAP Board also determined, without seeking a valuation from a financial advisor, that AdTheorent’s fair market value was at least 80% of MCAP’s net assets, excluding any taxes payable on interest earned. Accordingly, investors will be relying on the judgment of the MCAP Board as described above in valuing AdTheorent’s business and assuming the risk that the MCAP Board may not have properly valued such business.

Q.

Do I have redemption rights?

A.If you are a holder of Public Shares, you have the right to demand that MCAP redeem your Public Shares in exchange for a pro rata portion of the cash held in the Trust Account, which holds the proceeds of the IPO, calculated as of two business days prior to the consummation of the Business Combination, upon the consummation of the Business Combination. We refer to these rights to demand redemption of the Public Shares as “redemption rights.” Holders of the outstanding Public Warrants do not have redemption rights with respect to such warrants in connection with the Business Combination. The Sponsor and each of MCAP’s officers and directors have agreed to waive their redemption rights with respect to their Founder Shares and any Public Shares that they may have acquired during or after the IPO, in connection with the completion of MCAP’s initial business combination (such waiver entered into in connection with the IPO for which the Sponsor and MCAP’s officers and directors received no additional consideration). These shares will be excluded from the pro rata calculation used to determine the per share redemption price. For illustrative purposes, based on funds in the Trust Account of approximately $316.3 million on September 30, 2021, the estimated per share redemption price would have been approximately $10.0006. This is greater than the $10.00 initial public offering price of MCAP Units. Additionally, Public Shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise, holders of such shares will only be entitled to a pro rata portion of the Trust Account, including interest (which interest will be net of taxes payable by MCAP), in connection with the liquidation of the Trust Account.

Q.

Will how I vote affect my ability to exercise redemption rights?

A.No. You may exercise your redemption rights whether you vote your Public Shares for or against the Business Combination Proposal or do not vote your shares. As a result, the Business Combination Proposal can be approved by stockholders who will redeem their Public Shares and no longer remain stockholders, leaving stockholders who choose not to redeem their Public Shares holding shares in a company with a less liquid trading market, fewer stockholders, less cash and the potential inability to meet the listing standards of Nasdaq or any other exchange.

Q.

How do I exercise my redemption rights?

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A.A holder of Public Shares may exercise redemption rights regardless of whether it votes for or against the Business Combination Proposal or does not vote on such proposal at all, or if it is a holder of Public Shares on the record date. If you are a holder of Public Shares and wish to exercise your redemption rights, you must demand that MCAP redeem your Public Shares for cash, and deliver your Public Shares to Continental Stock Transfer & Trust Company, MCAP’s transfer agent, physically or electronically using The Depository Trust Company’s (“DTC”) Deposit/Withdrawal at Custodian (“DWAC”) System no later than two business days prior to the Stockholders Meeting. Any holder of Public Shares seeking redemption will be entitled to a full pro rata portion of the amount then in the Trust Account, less any owed but unpaid taxes on the funds in the Trust Account. Such amount will be paid promptly upon consummation of the Business Combination. There are currently no owed but unpaid income taxes on the funds in the Trust Account.

Any request for redemption, once made by a holder of Public Shares, may be withdrawn at any time prior to the time the vote is taken with respect to the Business Combination Proposal at the Stockholders Meeting. If you deliver your shares for redemption to MCAP’s transfer agent and later decide prior to the Stockholders Meeting not to elect redemption, you may request that MCAP’s transfer agent return the shares (physically or electronically). You may make such request by contacting MCAP’s transfer agent at Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, NY 10004, Attention Mark Zimkind. You may have to give such instructions through your broker if your Public Shares are held by the broker in street name.

Any written demand of redemption rights must be received by MCAP’s transfer agent at least two business days prior to the vote taken on the Business Combination Proposal at the Stockholders Meeting. No demand for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to the transfer agent.

If you are a holder of Public Shares (including through the ownership of MCAP Units) and you exercise your redemption rights, it will not result in the loss of any MCAP Warrants that you may hold (including those contained in any MCAP Units you hold). Your MCAP Warrants will become exercisable to purchase one share of MCAP Common Stock for a purchase price of $11.50 beginning the later of 30 days after consummation of the Business Combination or 12 months from the closing of the IPO.

Q.

Is there a limit on the number of shares I may redeem?

A.Each Public Stockholder, together with any affiliate or any other person with whom such Public Stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking Redemption Rights with respect to 15% or more of the Public Shares. Accordingly, any shares held by a Public Stockholder or “group” in excess of such 15% cap will not be redeemed by MCAP. Any Public Stockholder who holds less than 15% of the Public Shares may have all of the Public Shares held by him or her redeemed for cash.

Q.

What are the U.S. federal income tax consequences of exercising my redemption rights?

A.MCAP stockholders who exercise their redemption rights to receive cash from the Trust Account in exchange for their Public Shares generally will be required to treat the transaction as a sale of such shares and recognize gain or loss upon the redemption in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the shares of MCAP Common Stock redeemed. Such gain or loss should be treated as capital gain or loss if such shares were held as a capital asset on the date of the redemption. A stockholder’s tax basis in his, her or its shares of MCAP Common Stock generally will equal the cost of such shares. A stockholder who purchased MCAP Units will have to allocate the cost between the shares of MCAP Common Stock or MCAP Warrants comprising the MCAP Units based on their relative fair market values at the time of the purchase.

For a more detailed discussion of the material U.S. federal income tax consequences of your redemption rights, see the section entitled “Material U.S. Federal Income Tax Considerations of the Redemption Rights and the Business Combination.”

Q.

If I hold MCAP Warrants, can I exercise redemption rights with respect to my warrants?

A.No. Holders of MCAP Warrants do not have any redemption rights with respect to such warrants.

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Q.

Do I have appraisal rights if I object to the proposed Business Combination?

A.No. There are no appraisal rights available to holders of shares of MCAP Common Stock in connection with the Business Combination.

Q.

What happens to the funds held in the Trust Account upon consummation of the Business Combination?

A.If the Business Combination is consummated, the funds held in the Trust Account will be released to pay (i) MCAP stockholders who properly exercise their redemption rights and (ii) expenses incurred by AdTheorent and MCAP in connection with the Business Combination, including deferred underwriting fees to MCAP’s investment bankers from its IPO, to the extent not otherwise paid prior to the Closing. Any additional funds available for release from the Trust Account will be used for general corporate purposes of the Post-Combination Company following the Business Combination. These funds will not be released until the earlier of the completion of the Business Combination or the Redemption of the Public Shares if MCAP is unable to complete a Business Combination by March 2, 2023 (except that interest earned on the amounts held in the Trust Account may be released earlier as necessary to pay for any franchise or income taxes and up to $100,000 in liquidation expenses).

Q.

What happens if a substantial number of Public Stockholders vote in favor of the Business Combination Proposal and exercise their Redemption Rights?

A.Public Stockholders may vote in favor of the Business Combination and still exercise their Redemption Rights, provided that MCAP (without regard to any assets or liabilities of the Target Companies) after payment of all such Redemptions, has at least $5,000,001 in net tangible assets immediately prior to the Closing, subject to further conditions set forth below. The Business Combination may be completed even though the funds available from the Trust Account and the number of Public Stockholders are substantially reduced as a result of Redemptions by Public Stockholders. It is a condition to AdTheorent’s obligations to close the transactions under the BCA that Aggregate Cash Consideration (as defined in the BCA) equal at least $140,000,000 (subject to MCAP’s option to attempt to make up Aggregate Cash Consideration shortfalls in a number of methods described herein) and Available Cash (as defined in the BCA), including proceeds from the PIPE investment and funds remaining in the Trust Account after Redemptions, equal at least $258,125,000. Such conditions to AdTheorent’s obligations to close may be waived by AdTheorent in its sole discretion. If the Business Combination is completed notwithstanding Redemptions, the Post-Combination Company will have fewer Public Shares and Public Stockholders, the trading market for the Post-Combination Company’s securities may be less liquid and the Post-Combination Company may not be able to meet the minimum listing standards for a national securities exchange. Furthermore, the funds available from the Trust Account for working capital purposes of the Post-Combination Company after the Business Combination may not be sufficient for its future operations and may not allow the Post-Combination Company to reduce its indebtedness and/or pursue its strategy for growth.

Q.

What conditions must be satisfied to complete the Business Combination?

A.Unless waived by the applicable party or parties to the BCA, and subject to applicable law, the completion of the Business Combination is subject to a number of conditions set forth in the BCA, including, among others, with respect to the obligations of all of the parties to the BCA:
approval by MCAP’s stockholders of the Business Combination Proposal, the Charter Amendment Proposal, the Election of Directors Proposal, the Long-Term Incentive Plan Proposal, the ESPP Proposal and the Nasdaq Proposal,
no governmental authority shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, judgment, decree, executive order or award having the effect of making the Business Combination illegal or prohibited,
all required filings under the HSR Act shall have been made and termination or expiration of the waiting period under the HSR Act,
the effectiveness of the registration statement (of which this proxy statement/prospectus forms a part), and

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the shares of MCAP Common Stock constituting the Aggregate Stock Consideration and issuable upon exercise of the of the Exchanged Options or the settlement of the Exchanged Units shall have been approved for listing on Nasdaq subject to notice of official issuance.

With respect to the obligations of AdTheorent, among others:

the accuracy of representations, warranties and covenants,
no MCAP Material Adverse Effect shall have occurred,
the existing directors of MCAP having resigned and the nine directors set forth in the Stockholders Agreement (or their replacements) having been appointed or elected to the MCAP Board in accordance with the DGCL,
the amount available for the Aggregate Cash Consideration (as defined in the BCA) shall be equal to at least one hundred forty million dollars ($140,000,000), subject to MCAP’s option to attempt to make up Aggregate Cash Consideration shortfalls in a number of methods described herein, and
the Available Cash (as defined in the BCA), which includes proceeds from the PIPE investment and funds remaining in the Trust Account after Redemptions, shall be equal to at least two hundred fifty eight million one hundred twenty five thousand dollars ($258,125,000).

For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled, “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Conditions to Closing the Business Combination.”

Q.

What happens if the Business Combination is not approved or the Business Combination is not consummated?

A.There are certain circumstances under which the Business Combination Agreement may be terminated. See the section entitled “The Business Combination Agreement — Termination” for information regarding the parties’ specific termination rights.

If, as a result of the termination of the Business Combination Agreement or otherwise, MCAP is unable to complete a business combination by March 2, 2023 (subject to any applicable extension), MCAP’s amended and restated certificate of incorporation provides that MCAP will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest not previously released to MCAP but net of taxes payable, divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of MCAP’s remaining stockholders and The MCAP Board, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. See the sections entitled “Risk Factors — MCAP may not be able to consummate an initial business combination within the required time period, in which case it would cease all operations except for the purpose of winding up and it would redeem the Public Shares and liquidate” and “— MCAP’s stockholders may be held liable for claims by third parties against MCAP to the extent of distributions received by them.” The Sponsor has waived any right to any liquidation distribution with respect to the Founder Shares (such waiver entered into in connection with MCAP’s IPO for which the Sponsor received no additional consideration).

In the event of liquidation, there will be no distribution with respect to outstanding MCAP Warrants. Accordingly, the MCAP Warrants will expire worthless.

Q.

When is the Business Combination expected to be completed?

A.It is currently anticipated that the Business Combination will be consummated promptly following the Stockholders Meeting, provided that all other conditions to the consummation of the Business Combination have been satisfied or waived.

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For a description of the conditions to the completion of the Business Combination, see the section entitled “The Business Combination Agreement — Conditions to Closing.

Q.

When and where will the Stockholder Meeting be held?

A.The Stockholders Meeting will be held at 10:00 a.m. Eastern Time on [], 2021 via live webcast at www.virtualshareholdermeeting.com/MACQ2021SM. Only stockholders who held Public Shares at the close of business on November 4, 2021 will be entitled to vote at the Stockholders Meeting and at any adjournments thereof.

As a registered stockholder, you received a proxy card from Broadridge Financial Solutions, Inc., which contains instructions on how to attend the Stockholders Meeting in person online, including the URL address, along with your 16-digit meeting control number. You will need the 16-digit meeting control number that is printed on your proxy card to enter the Stockholders Meeting. If you do not have your 16-digit meeting control number, contact Broadridge Financial Solutions, Inc., at (833) 501-4817. MCAP recommends that you log in at least 15 minutes before the Stockholders Meeting to ensure you are logged in when the Stockholders Meeting starts.

If your shares are held in “street name,” you may attend the Stockholders Meeting. You will need to contact you will need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares.

Q.

Who is entitled to vote at the Stockholder Meeting?

A.MCAP has fixed November 4, 2021 as the Record Date. If you were a stockholder of MCAP at the close of business on the Record Date, you are entitled to vote on matters that come before the Stockholders Meeting except that only holders of Founder Shares as of the Record Date are entitled to vote on the Director Election Proposal.

Q.

How do I vote?

A.If you are a record owner of your shares of MCAP common stock, there are two ways to vote your shares at the Stockholders Meeting:

You Can Vote By Signing and Returning the Enclosed Proxy Card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares and/or your warrants as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by the MCAP Board “FOR” the Business Combination Proposal, the Charter Amendment Proposal, the Advisory Charter Proposals, the Election of Directors Proposal, the Long-Term Incentive Plan Proposal, the ESPP Proposal and the Nasdaq Proposal. Only holders of Founder Shares may vote for the election of each of the directors pursuant to the Director Election Proposal.

You Can Attend the Stockholders Meeting and Vote via Live Webcast. If you choose to participate in the Stockholders Meeting, you can vote your shares electronically during the Stockholders Meeting via live webcast by visiting www.virtualshareholdermeeting.com/MACQ2021SM and using the 16-digit control number included on your proxy card or voting instruction form. MCAP recommends that you log in at least 15 minutes before the Stockholders Meeting to ensure you are logged in when the Stockholders Meeting starts.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. If you wish to attend the Stockholders Meeting and vote in person via the live webcast and your shares are held in “street name,” you must obtain a legal proxy from your broker, bank or nominee. That is the only way MCAP can be sure that the broker, bank or nominee has not already voted your shares.

Q.

What if I do not vote my Public Shares or if I abstain from voting?

A.If you abstain from voting on the Stockholder Proposals, your MCAP Public Shares will be counted as present for purposes of establishing a quorum (if so present in accordance with the terms of the MCAP amended and restated certificate of incorporation), but the abstention will have no effect on the outcome of the Advisory Charter Proposals, Election of Directors Proposal, Long-

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Term Incentive Plan Proposal and Employee Stock Purchase Plan Proposal. Abstentions will have the effect of a vote “against” the Charter Amendment Proposal and the Nasdaq Proposal.

Q.

What Stockholder Proposals must be passed in order for the Business Combination to be completed?

A.The Business Combination will not be completed unless the Business Combination Proposal, each of the Charter Amendment Proposal, the Director Election Proposal, the Long-Term Incentive Plan Proposal, the ESPP Proposal and the Nasdaq Proposal, are approved. If MCAP does not complete a Business Combination by March 2, 2023, it will be required to dissolve and liquidate itself and return the monies held within its Trust Account to its Public Stockholders unless MCAP submits and its stockholders approve, an extension.

Q.

How does the MCAP Board recommend that I vote on the Stockholder Proposals?

A.The MCAP Board unanimously recommends that stockholders vote:

“FOR” the Business Combination Proposal;

“FOR” the Charter Amendment Proposal;

“FOR” each of the Advisory Charter Proposals;

“FOR” the election of each of the directors pursuant to the Director Election Proposal;

“FOR” the Long-Term Incentive Plan Proposal;

“FOR” the ESPP Proposal;

“FOR” the Nasdaq Proposal; and

“FOR” the Stockholder Adjournment Proposal, if it is presented at the Stockholders Meeting.

Q.

How many votes do I have?

A.MCAP stockholders have one vote per share of Class A common stock and Class B common stock held by them on the Record Date for each of the Stockholder Proposals to be voted upon.

Q.

What happens if I return my proxy card without indicating how to vote?

A.If you sign and return your proxy card without indicating how to vote on any particular Stockholder Proposal, the shares represented by your proxy will be voted in favor of each Stockholder Proposal. Proxy cards that are returned without a signature will not be counted as present at the Stockholders Meeting and cannot be voted.

Q.

How will the Sponsor and MCAP’s officers and directors vote in connection with the Stockholder Proposals?

A.As of the Record Date, the Sponsor owned of record an aggregate of 7,906,250 Founder Shares, representing 20% of the issued and outstanding shares of MCAP common stock. Pursuant to the Sponsor Support Letter and the Letter Agreement, the Sponsor and MCAP’s directors and officers have agreed to vote the shares of MCAP Common Stock owned by them (in addition to the Founder Shares) in favor of the Stockholder Proposals. The Sponsor and MCAP’s officers and directors, as of the Record Date, have not acquired any MCAP Common Stock during or after MCAP’s IPO in the open market. However, any subsequent purchases of shares of MCAP Common Stock prior to the Record Date by the Sponsor or MCAP’s officers and directors in the aftermarket will make it more likely that the Stockholder Proposals will be approved as such shares would be voted in favor of the Stockholder Proposals. As of the Record Date, there were 31,625,000 shares of MCAP Common Stock and 7,906,250 shares of MCAP Class B common stock outstanding.

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Q.

Do the Sponsor and MCAP’s officers and directors have any conflicts of interest that may influence them to support the Business Combination?

A.MCAP’s Sponsor owns 7,906,250 shares of Class B common stock, which were initially acquired prior to the IPO for an aggregate purchase price of $25,000 and MCAP’s directors and officers have pecuniary interests in such shares through their ownership interest in the Sponsor. Such shares had an aggregate market value of approximately $78.7 million based on the last sale price of $9.96 per share on Nasdaq on November 16, 2021. In addition, the Sponsor purchased an aggregate of 5,983,333 Private Placement Warrants, each exercisable for one share of MCAP Common Stock at $11.50 per share, for a purchase price of $8,975,000, or $1.50 per warrant. Such warrants had an aggregate market value of approximately $7.1 million based on the last sale price of $1.18 per warrant on Nasdaq on November 16, 2021. MCAP’s charter requires MCAP to complete an initial business combination prior to March 2, 2023 (unless MCAP submits and its stockholders approve an extension of such date). Per the terms of the BCA, if the Business Combination is completed, the Sponsor will forfeit 551,096 Private Placement Warrants, will place in escrow 551,096 Private Placement Warrants subject to the achievement of earn-out targets described in the BCA, and will place in escrow 598,875 Founder Shares subject to the achievement of earn-out targets described in the BCA. If the Business Combination is not completed and MCAP is forced to wind up, dissolve and liquidate in accordance with its charter, the 7,906,250 shares of Class B common stock currently held by MCAP’s Sponsor and the Private Placement Warrants purchased by the Sponsor will be worthless (as the holders have waived liquidation rights with respect to such shares).

The Sponsor invested an aggregate of $9,000,000 in MCAP, comprised of the $25,000 purchase price for the Founder Shares and the $8,975,000 purchase price for the Private Placement Warrants. Assuming a trading price of $8.00 per share upon consummation of the initial business combination, the 7,906,250 shares of Post-Combination Company common stock that the Sponsor and MCAP’s independent directors holding Founder Shares would own upon completion of the initial business combination would have an aggregate implied value of $63,250,000. As a result, even if the trading price of the Post-Combination Company common stock significantly declines, the value of the Founder Shares held by the Sponsor and independent directors will be significantly greater than the amount the Sponsor paid to purchase such shares. In addition, the Sponsor could potentially recoup its entire investment, inclusive of its investment in the Private Placement Warrants, even if the trading price of the Post-Combination Company common stock after the initial business combination is as low as $1.14 per share. As a result, the Sponsor and independent directors holding Founder Shares are likely to earn a substantial profit on their investment in us upon disposition of shares of Post-Combination Company common stock even if the trading price of the Post-Combination Company common stock declines after we complete our initial business combination. The Sponsor and independent directors holding Founder Shares may therefore be economically incentivized to complete an initial business combination with a riskier, weaker-performing or less-established target business, or on terms less favorable to the Public Stockholders, rather than liquidating MCAP.

Members of our Sponsor or their affiliates have committed to purchase an aggregate of 2,650,000 PIPE Shares at a price of $10.00 per share contingent on the Closing of the Business Combination. Such shares, if issued and outstanding, would have an aggregate market value of $26.4 million based on the last sale price of $9.96 per share on Nasdaq on November 16, 2021. See “Certain Agreements Related to the Business Combination — Subscription Agreements.”

Certain officers and directors of MCAP also participate in arrangements that may be argued to provide them with other interests in the Business Combination that are different from yours, including, among others, arrangements for the continued service as directors of the Post-Combination Company.

In addition, the Sponsor and many of MCAP’s officers and directors are affiliated with Monroe Capital LLC. Funds affiliated with Monroe Capital LLC own approximately 2.5% of the fully diluted equity of AdTheorent and have issued debt to AdTheorent with outstanding principal amount of approximately $24.4 million as of September 30, 2021, which debt will be repaid by AdTheorent as a condition to the closing of the Business Combination. Such loans have been outstanding since December 22, 2016 and bear interest equal to the greater of 0.5% or the one-month London Interbank Offered Rate (“LIBOR”), plus 8.5%, per annum. For more information on potential conflicts of interest, see “Certain Relationships and Related Person Transactions.”

These interests, among others, may influence or have influenced the Sponsor and the officers and directors of MCAP and AdTheorent to support or approve the Business Combination. See “Risk Factors — Risks Related to the Domestication and the Business Combination — Some of MCAP’s officers and directors may have conflicts of interest that may influence or have influenced them to support or approve the Business Combination without regard to your interests or in determining whether AdTheorent is appropriate for MCAP’s initial business combination.”

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Q.

May the Sponsor or MCAP’s directors, officers or advisors, or their affiliates, purchase shares in connection with the Business Combination?

A.In connection with the stockholder vote to approve the proposed Business Combination, the Sponsor and The MCAP Board, officers, advisors or their affiliates may privately negotiate transactions to purchase shares prior to the Closing from stockholders who would have otherwise elected to have their shares redeemed for cash in conjunction with a proxy solicitation pursuant to the proxy rules for a per share pro rata portion of the Trust Account without the prior written consent of AdTheorent. None of the Sponsor, directors, officers or advisors, or their respective affiliates, will make any such purchases when they are in possession of any material non-public information not disclosed to the seller of such shares. Such a purchase would include a contractual acknowledgement that such stockholder, although still the record holder of such shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, directors, officers or advisors, or their affiliates, purchase shares in privately negotiated transactions from Public Stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares for cash. Any such privately negotiated purchases may be effected at purchase prices that are in excess of the per share pro rata portion of the Trust Account. The purpose of these purchases would be to increase the amount of cash available to MCAP for use in the Business Combination.

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SUMMARY HISTORICAL FINANCIAL INFORMATION OF MCAP

The following table sets forth selected historical financial data derived from MCAP’s unaudited financial statements as of and for the nine months ended September 30, 2021 and the audited financial statements as of December 31, 2020 and for the period from November 12, 2020 (inception) through December 31, 2020, each of which is included elsewhere in this proxy statement/prospectus. Such financial information should be read in conjunction with the audited financial statements and related notes included elsewhere in this proxy statement/prospectus.

The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should carefully read the following selected financial information in conjunction with the section entitled “MCAP Management’s Discussion and Analysis of Financial Condition and Results of Operations” and MCAP’s financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.

    

    

At or for the period from

November 12, 2020

At or for the nine months

(inception)

Ended September 30,

to December 31,

2021

2020

(Unaudited)

Statement of Operations Data:

 

  

 

  

Operating expenses

 

  

 

  

Formation costs and other operating expenses

$

1,312,020

$

18,950

Loss from operations

 

(1,312,020)

 

(18,950)

Other income (loss)

 

  

 

  

Warrant issuance costs

 

(832,378)

 

Interest income

 

20,386

 

Change in fair value of warrant liability

 

(772,251)

 

Net income (loss)

$

(2,896,263)

 

(18,950)

Basic and diluted net loss per share of Class A redeemable common stock

$

(0.09)

$

Weighted average shares outstanding of Class A redeemable common stock, basic and diluted

 

24,674,451

 

Basic and diluted net loss per share of Class B non-redeemable common stock

$

(0.09)

$

Weighted average shares outstanding of Class B non-redeemable common stock, basic and diluted

 

7,906,250

 

6,875,000

Cash Flow Data:

 

  

 

  

Net cash used in operating activities

$

(1,414,019)

$

(3,500)

Net cash used in investing activities

 

(316,250,000)

 

Net cash provided by financing activities

 

318,436,621

 

28,500

    

September 30, 2021

    

December 31, 2020

(unaudited)

Balance Sheet Data:

 

  

 

  

Cash

$

797,602

$

25,000

Prepaid expenses

 

454,364

 

Deferred offering costs

 

 

146,634

Other assets

 

178,020

 

Cash and marketable securities held in Trust Account

 

316,270,386

 

Total assets

 

317,700,372

 

171,634

Total liabilities

 

35,205,585

 

165,584

Class A Common Stock subject to possible redemption, 31,625,000 and 0 shares, at September 30, 2021 and December 31, 2020, respectively, at redemption value

 

316,270,386

 

Total Stockholders’ Equity

(33,775,599)

$

6,050

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF ADTHEORENT

The following table sets forth selected historical financial data derived from AdTheorent’s unaudited financial statements as of and for the nine months ended September 30, 2021 and the audited financial statements for the years ended December 31, 2020 and 2019, each of which is included elsewhere in this proxy statement/prospectus. Such financial information should be read in conjunction with the audited financial statements and related notes included elsewhere in this proxy statement/prospectus.

The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should carefully read the following selected financial information in conjunction with the section entitled “AdTheorent Management’s Discussion and Analysis of Financial Condition and Results of Operations” and AdTheorent’s financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.

Consolidated Statements of Operations Data:

    

Year Ended December 31,

    

Nine Months Ended September 30,

(amounts in US Dollars)

2020

2019

2021

2020

 

(in thousands, except per unit amounts)

Revenue

    

$

121,015

    

$

120,406

    

$

110,368

    

$

73,910

Operating expenses:

 

 

 

 

Platform operations

 

59,458

 

59,691

 

52,368

 

38,066

Sales and marketing

 

31,608

 

31,119

 

25,689

 

22,190

Technology and development

 

9,709

 

8,052

 

8,046

 

6,994

General and administrative

 

8,126

 

7,918

 

13,187

 

5,757

Total operating expenses

 

108,901

 

106,780

 

99,290

 

73,007

Income (loss) from operations

 

12,114

 

13,626

 

11,078

 

903

Interest expense, net

 

(3,285)

 

(4,145)

 

(1,808)

 

(2,570)

Other income (expense), net

 

646

 

(1,965)

 

20

 

640

Total other expense, net

 

(2,639)

 

(6,110)

 

(1,788)

 

(1,930)

Income (loss) from operations before income taxes

 

9,475

 

7,516

 

9,290

 

(1,027)

(Provision for) benefit from taxes

 

(2,780)

 

(2,029)

 

(3,141)

 

215

Net income (loss)

$

6,695

$

5,487

$

6,149

$

(812)

Less: Net loss attributable to noncontrolling interest

$

632

$

539

$

524

Net income attributable to common members

$

7,327

$

5,487

$

6,688

$

(288)

Net income (loss) per common unit: basic

$

0.17

$

0.13

$

0.15

$

(0.01)

Net income (loss) per common unit: diluted

$

0.17

$

0.13

$

0.14

$

(0.01)

Consolidated Balance Sheets Data:

    

    

As of December 31,

As of September 30, 

(amounts in US Dollars)

    

2020

    

2019

2021

 

(in thousands)

Cash and cash equivalents

$

16,717

$

6,818

$

22,640

Total assets

 

124,010

 

116,410

 

118,145

Total liabilities

 

62,743

 

62,596

 

50,329

Total liabilities and members’ equity

$

124,010

$

116,410

$

118,145

Other Key Operating and Financial Performance Metrics:

We calculate and monitor certain non-GAAP financial measures to help set budgets, establish operational goals, analyze financial results and performance, and make strategic decisions. We also believe that the presentation of these non-GAAP financial measures in this proxy statement/prospectus provides an additional tool for investors to use in comparing our results of operations over multiple periods. However, the non-GAAP financial measures presented in this proxy statement/prospectus may not be comparable to similarly titled measures reported by other companies due to differences in the way that these measures are calculated. The non-GAAP financial measures presented should not be considered as the sole measure of our performance, and should not be considered insolation from, or

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a substitute for, comparable financial measures calculated in accordance with generally with accepted accounting principles in the United States (“GAAP”).

The information in the table below sets forth the non-GAAP financial measures that we use in this proxy statement/prospectus. Because of the limitations associated with these non-GAAP financial measures, “Adjusted Gross Profit,” “EBITDA,” “Adjusted EBITDA,” “Adjusted Gross Profit as a % of Revenue” and “Adjusted EBITDA as a percent of Adjusted Gross Profit” should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using non-GAAP measures on a supplemental basis. You should review the reconciliation of the non-GAAP financial measures below and not rely on any single financial measure to evaluate our business.

Adjusted Gross Profit

Adjusted Gross Profit is a non-GAAP profitability measure. Adjusted Gross Profit is a non-GAAP financial measure of campaign profitability, monitored by management and the board, used to evaluate our operating performance and trends, develop short and long term operational plans, and make strategic decisions regarding the allocation of capital. We believe this measure provides a useful period to period comparison of campaign profitability and is useful information to investors and the market in understanding and evaluating our operating results in the same manner as our management and board. Gross profit is the most comparable GAAP measurement, which is calculated as revenue less platform operations costs. In calculating Adjusted Gross Profit, we add back other platform operations costs, which consist of amortization expense related to capitalized software, depreciation expense, allocated costs of personnel which set up and monitor campaign performance, and platform hosting, license, and maintenance costs, to gross profit.

The following table presents the calculation of gross profit and reconciliation of gross profit to Adjusted Gross Profit for the years ended December 31, 2020 and 2019, and the nine months ended September 30, 2021 and 2020.

    

Year Ended December 31,

    

Nine Months Ended September 30,

2020

    

2019

    

2021

    

2020

(amounts in US Dollars)

(in thousands, except for percentages)

Revenue

$

121,015

$

120,406

$

110,368

$

73,910

Less: Platform operations

 

59,458

 

59,691

 

52,368

 

38,066

Gross Profit

 

61,557

 

60,715

 

58,000

 

35,844

Add back: Other platform operations

 

17,475

 

16,996

 

14,995

 

12,254

Adjusted Gross Profit(1)

$

79,032

$

77,711

$

72,995

$

48,098

EBITDA and Adjusted EBITDA

EBITDA is a non-GAAP financial measure defined by us as net income (loss), before interest expense, net, depreciation, amortization and income tax expense. Adjusted EBITDA is defined as EBITDA before stock compensation expense, transaction costs, management fees, non-core operations and other potential non-recurring items.

Collectively, these non-GAAP financial measures are key profitability measures used by our management and board to understand and evaluate our operating performance and trends, develop short-and long-term operational plans and make strategic decisions regarding the allocation of capital. We believe that these measures can provide useful period-to-period comparisons of

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campaign profitability. Accordingly, we believe that these measures provide useful information to investors and the market in understanding and evaluating our operating results in the same manner as our management and board.

    

Year Ended December 31,

    

Nine Months Ended September 30,

    

2020

    

2019

    

2021

    

2020

(amounts in US Dollars)

(in thousands, except for percentages)

Net income (loss)

$

6,695

$

5,487

$

6,149

$

(812)

Interest expense, net

 

3,285

 

4,145

 

1,808

 

2,570

Tax expense (benefit)

 

2,780

 

2,029

 

3,141

 

(215)

Depreciation and amortization

 

8,134

 

9,365

 

6,354

 

6,046

EBITDA(1)

$

20,894

$

21,026

$

17,452

$

7,589

Equity based compensation

 

657

 

776

 

382

 

547

Transaction costs(2)

 

1,412

 

3,200

 

3,345

 

1,116

Management fees(3)

 

872

 

898

 

653

 

654

Lease termination fee(4)

 

 

 

4,243

 

Non-core operations(5)

 

1,047

 

1,208

 

1,656

 

799

Adjusted EBITDA(1)

$

24,882

$

27,108

$

27,731

$

10,705

Adjusted EBITDA as a Percentage of Adjusted Gross Profit and Adjusted Gross Profit as a Percentage of Revenue

    

Year Ended December 31,

    

Nine Months Ended September 30,

 

    

2020

    

2019

    

2021

    

2020

 

(amounts in US Dollars)

(in thousands, except for percentages)

 

Gross Profit

$

61,557

$

60,715

$

58,000

$

35,844

Net income (loss)

$

6,695

$

5,487

$

6,149

$

(812)

Net income (loss) as a % of Gross Profit

 

10.9

%

 

9.0

%

 

10.6

%

 

-2.3

%

Adjusted Gross Profit (1)

$

79,032

$

77,711

$

72,995

$

48,098

Adjusted EBITDA (1)

$

24,882

$

27,108

$

27,731

$

10,705

Adjusted EBITDA as a % of Adjusted Gross Profit (1)

 

31.5

%

 

34.9

%

 

38.0

%

 

22.3

%

Gross Profit

$

61,557

$

60,715

$

58,000

$

35,844

Revenue

$

121,015

$

120,406

$

110,368

$

73,910

Gross Profit as a % of Revenue

50.9

%

50.4

%

52.6

%

48.5

%

Revenue

$

121,015

$

120,406

$

110,368

$

73,910

Adjusted Gross Profit (1)

$

79,032

$

77,711

$

72,995

$

48,098

Adjusted Gross Profit as a % of Revenue (1)

 

65.3

 

64.5

%

 

66.1

%

 

65.1

%

(1)For a detailed discussion of our key operating and financial performance metrics and a reconciliation of this non-GAAP financial measure to the most directly comparable financial measures calculated in accordance with GAAP, see “AdTheorent Management’s Discussion and Analysis of Financial Condition and Results of Operations
(2)AdTheorent entered into strategic discussions and incurred transaction-related expenses in 2019, continuing into 2020, although such strategic initiatives were suspended due to the Covid-19 pandemic. AdTheorent commenced a different strategic process in 2021, which process lead to the BCA with MCAP. We expect to continue to incur related legal and professional services fees for the remainder of 2021 related to this transaction.
(3)On December 22, 2016, AdTheorent closed a growth recapitalization transaction with H.I.G. Capital. As part of that transaction AdTheorent agreed to pay monthly Management Fees to H.I.G. Capital. These fees will discontinue as of the Closing Date.
(4)In April 2021, AdTheorent incurred a lease termination fee of approximately $4.2 million in connection with moving its primary headquarters office in New York City to another space in the same building at a lower cost.
(5)Effective as of March 1, 2020, AdTheorent effectuated a contribution of its SymetryML department into a new subsidiary, SymetryML, Inc. AdTheorent periodically raised capital to fund Symetry operations, by entering into Simple Agreement for Future Equity Notes (“SAFE Note”) with several parties (see AFS Note 11). AdTheorent views SymetryML operations as non-

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core, and does not intend to fund future operational expenses incurred in excess of SAFE Note funding secured. AdTheorent is exploring several strategic alternatives that could result in the de-consolidation of the entity in the future.

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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Defined terms included below have the same meaning as terms defined and included elsewhere in this proxy statement/prospectus.

The following summary unaudited pro forma condensed combined balance sheet as of September 30, 2021, and the summary unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2021, and for the year ended December 31, 2020, present the combination of the financial information of MCAP and AdTheorent after giving effect to the Business Combination and related adjustments further described in the accompanying notes in the section titled “Unaudited Pro Forma Condensed Combined Financial Information.”

The summary unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2021, and for the year ended December 31, 2020, give pro forma effect to the Business Combination as if it had occurred on January 1, 2020. The unaudited pro forma condensed combined balance sheet as of September 30, 2021, gives pro forma effect to the Business Combination as if it was completed on September 30, 2021.

The summary unaudited pro forma condensed combined financial information is based on and should be read in conjunction with:

the accompanying notes to the unaudited pro forma condensed combined financial information;
the historical unaudited interim financial statements of MCAP as of September 30, 2021 and the nine months ended September 30, 2021, and the historical financial statements for the period from November 12, 2020 (date of inception) through December 31, 2020, and the related notes, in each case, included elsewhere in this proxy statement/prospectus;
the historical unaudited consolidated financial statements of AdTheorent as of and for the nine months ended September 30, 2021, and the historical financial statements of AdTheorent as of and for the year ended December 31, 2020, and the related notes, in each case, included elsewhere in this proxy statement/prospectus; and
other information relating to MCAP and AdTheorent contained in this proxy statement/prospectus, including the Business Combination Agreement and the description of certain terms thereof set forth under “The Business Combination Agreement,” as well as the disclosures contained in the sections titled “MCAP Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “AdTheorent Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The summary unaudited pro forma condensed combined financial information contained herein assumes that the MCAP shareholders approve the Business Combination. MCAP’s public shareholders may elect to redeem their public shares for cash even if they approve the Business Combination. MCAP cannot predict how many of its public shareholders will exercise their right to have their Class A Common Stock redeemed for cash. As a result, the summary unaudited pro forma condensed combined financial information is presented under two different redemption scenarios. As described in greater detail in the section titled “Unaudited Pro Forma Condensed Combined Information,” the first scenario, or “no redemption scenario,” assumes that none of MCAP’s public shareholders will exercise their right to have their MCAP public shares redeemed for cash, and the second scenario, or “illustrative maximum redemption scenario,” assumes that the holders of public shares will exercise their right to have their public shares redeemed for cash with respect to 44% of the outstanding shares of Class A Common Stock, which is the maximum amount that may be redeemed without a cash shortfall, while still satisfying the conditions to the Business Combination. In the event actual redemptions exceed this level, up to 57%, MCAP has several options, at its sole discretion, under the BCA to attempt to make up any shortfall to the Aggregate Cash Consideration condition. However, it is not certain that any or all of these options will be feasible or pursued by MCAP. If redemptions exceed 57%, there will be insufficient cash in trust to satisfy the condition to the Business Combination and such condition can only be waived by AdTheorent members, at their sole discretion. In the event redemptions are higher than 57% and AdTheorent members elect to waive the closing condition related to minimum cash in trust, the transaction could still be consummated if the parties are able to arrange for financing through one or a combination of the levers described above to make up for the shortfall of available cash to pay at least $140.0 million in cash consideration to AdTheorent’s members, or if AdTheorent members agree to waive or lower that closing condition. Since these scenarios would require the waiver of the AdTheorent members, have not been negotiated and would require the parties to identify sources of financing that either may not be available or may not be available on terms that are acceptable, these scenarios have not been considered in the Illustrative Maximum

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Redemptions scenario. However, if redemptions exceed 57% and the transaction is still consummated, the resulting impact could be materially different from what is being disclosed in the Illustrative Maximum Redemptions scenario. See Note 2 to “Notes to Unaudited Pro Forma Condensed Combined Financial Information” for further description of the Illustrative Maximum Redemption scenario and a sensitivity analysis showing the impact if redemptions exceed the level shown in this scenario and the transaction is still consummated. There can be no assurance regarding which scenario will be closest to the actual results.

Summary Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2021

    

    

Assuming  

 

 

Illustrative  

 

Maximum 

Assuming No 

 

Redemption  

(dollars in thousands)

Redemption Scenario

 

Scenario

Total current assets

$

256,458

$

140,798

Total assets

 

311,066

 

195,406

Total current liabilities

 

16,593

 

16,593

Total liabilities

 

86,626

 

86,626

Total liabilities and shareholders’ equity

$

311,066

$

195,406

Summary Unaudited Pro Forma Condensed Combined Statement of Operations for the Nine Months Ended September 30, 2021 (dollars in thousands, except per share data)

    

    

Assuming

Illustrative

Assuming No

Maximum

Redemption

Redemption

Scenario

Scenario

Revenue

$

110,368

$

110,368

Total operating expenses

 

100,755

 

100,755

Net income attributable to common shareholders

 

5,641

 

5,641

Post-Combination Company net income per common share: basic

$

0.06

$

0.06

Post-Combination Company net income per common share: diluted

$

0.05

$

0.06

Post-Combination Company common share outstanding: basic

 

101,316,381

 

89,750,334

Post-Combination Company common share outstanding: diluted

 

109,691,622

 

98,125,575

Summary Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2020

    

Assuming

Illustrative

Assuming No

Maximum

Redemption

Redemption

    

Scenario

    

Scenario

Revenue

$

121,015

$

121,015

Total operating expenses

 

118,368

 

118,368

Net income attributable to common shareholders

 

2,410

 

2,410

Post-Combination Company net income per common share: basic

$

0.02

$

0.03

Post-Combination Company net income per common share: diluted

$

0.02

$

0.02

Post-Combination Company common share outstanding: basic

 

101,316,381

 

89,750,334

Post-Combination Company common share outstanding: diluted

 

109,691,622

 

98,125,575

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY

This proxy statement/prospectus contains forward-looking statements. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for our business and AdTheorent’s business, and the timing and ability for MCAP and AdTheorent to complete the Business Combination. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus and MCAP’s and AdTheorent’s managements’ current expectations, forecasts and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside the control of MCAP, AdTheorent and their respective directors, officers and affiliates. Accordingly, forward-looking statements should not be relied upon as representing MCAP’s views as of any subsequent date. MCAP does not undertake any obligation to update, add or to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements in deciding how your vote should be cast or in voting your shares on the Stockholder Proposals. As a result of a number of known and unknown risks and uncertainties, actual results or performance may be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors,” those discussed and identified in public filings made with the SEC by MCAP and the following: