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As filed with the Securities and Exchange Commission on November 29, 2021
Registration Statement No. 333-259027
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 6
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.

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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.
PRELIMINARY PROXY STATEMENT/PROSPECTUS
SUBJECT TO COMPLETION, DATED NOVEMBER 29, 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 112 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 December 21, 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 41 OF THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS.

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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,
         , 2021 Theodore L. Koenig
Chief Executive Officer
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 DECEMBER 21, 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 December 21, 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.
 

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(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.
(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
 

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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.
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,
               , 2021 Theodore L. Koenig
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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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.
“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.
 
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“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.
“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
 
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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.
“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 $9.95 per share on Nasdaq on November 26, 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 $7.2 million based on the last sale price of $1.20 per warrant on Nasdaq on November 26, 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
 
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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.”
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.”
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
[MISSING IMAGE: tm2124295d3-fc_structurbwlr.jpg]
 
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AdTheorent/Symetry Companies
(As of April 28, 2021)
[MISSING IMAGE: tm2124295d3-fc_manage4c.jpg]
After the Business Combination
The diagram below depicts a simplified version of our organizational structure immediately following the completion of the Business Combination.
[MISSING IMAGE: tm2124295d3-fc_sponsorbw.jpg]
 
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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
(Assuming No
Redemptions Scenario)
Pro Forma Combined
(Assuming Illustrative
Maximum
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 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
 
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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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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.
(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.
 
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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 December 21, 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.
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.”
 
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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.
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 December 17, 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.
 
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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 December 17, 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).
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
 
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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 41.
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.

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.
 
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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.

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.
 
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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;
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?
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
 
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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.
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.
 
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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
(Assuming No
Redemptions Scenario)
Pro Forma Combined
(Assuming Illustrative Maximum
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 otherwise have been applied towards paying off such indebtedness to such shortfall, (iii) requiring AdTheorent or an AdTheorent subsidiary to incur
 
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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.
 
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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.”
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.
 
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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?
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
 
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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.
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.
 
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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

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
 
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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.
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 December 21, 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
 
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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-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.
 
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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.
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 $9.95 per share on Nasdaq on November 26, 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 $7.2 million based on the last sale price of $1.20 per warrant on Nasdaq on November 26, 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
 
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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 $9.95 per share on Nasdaq on November 26, 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.”
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 nine months
Ended September 30,
2021
At or for the period from
November 12, 2020
(inception)
to December 31,
2020
(Unaudited)
Statement of Operations Data:
Operating expenses
Formation costs and other operating expenses
$ 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
 
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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,
2021
(amounts in US Dollars)
2020
2019
(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
 
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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 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.
 
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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 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.
 
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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-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
 
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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 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
(dollars in thousands)
Assuming No
Redemption Scenario
Assuming
Illustrative
Maximum
Redemption
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 No
Redemption
Scenario
Assuming
Illustrative
Maximum
Redemption
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 No
Redemption
Scenario
Assuming
Illustrative
Maximum
Redemption
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:

our ability to consummate the Business Combination;

the expected benefits of the Business Combination;

the Post-Combination Company’s financial and business performance following the Business Combination, including AdTheorent’s financial projections and business metrics;

changes in AdTheorent’s strategy, future operations, financial position, estimated revenue and losses, forecasts, projected costs, prospects and plans;

demand for AdTheorent’s platform and services and the drivers of that demand;

AdTheorent’s estimated total addressable market and other industry projections, and AdTheorent’s projected market share;

competition in AdTheorent’s industry, the advantages of AdTheorent’s platform and services over competing platform and services existing in the market, and competitive factors including with respect to technological capabilities, cost and scalability;

AdTheorent’s ability to scale in a cost-effective manner and maintain and expand its existing customer relationships;

AdTheorent’s expectation that it will incur increased expenses as a public company;

the impact of health epidemics, including the COVID-19 pandemic, on AdTheorent’s business and industry and the actions AdTheorent may take in response thereto;

AdTheorent’s expectations regarding its ability to obtain and maintain intellectual property protection and not infringe on the rights of others;

expectations regarding the time during which we will be an emerging growth company under the JOBS Act;

AdTheorent’s future capital requirements and sources and uses of cash;
 
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AdTheorent’s business, expansion plans and opportunities;

anticipated financial performance and the expectation that the Post-Combination Company’s future results of operations will fluctuate on a quarterly basis for the foreseeable future;

the expected U.S. federal income tax impact of the Business Combination;

the outcome of any known and unknown litigation and regulatory proceedings;

the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of the MCAP’s securities;

the risk that the Business Combination may not be completed by MCAP’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by MCAP;

the failure to satisfy the conditions to the consummation of the Business Combination, including the adoption of the Business Combination Agreement by the stockholders of MCAP, the satisfaction of the minimum cash amount following redemptions by Public Stockholders and the receipt of certain governmental and regulatory approvals;

the lack of a third party valuation in determining whether to pursue the Business Combination;

the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement;

the effect of the announcement or pendency of the Business Combination on AdTheorent’s business relationships, performance, and business generally;

risks that the Business Combination disrupts AdTheorent’s current plans and potential difficulties in AdTheorent’s employee retention as a result of the Business Combination;

the outcome of any legal proceedings that may be instituted against AdTheorent or against MCAP related to the Business Combination Agreement or the Business Combination;

the ability to maintain the listing of MCAP’s securities on Nasdaq or any other exchange;

the price of MCAP’s securities may be volatile due to a variety of factors, including changes in the industries in which AdTheorent operates, variations in performance across competitors, changes in laws and regulations affecting AdTheorent’s business and changes in the combined capital structure;

the ability to implement business plans, forecasts, and other expectations after the completion of the Business Combination, and identify and realize additional opportunities;

the risk of downturns and the possibility of rapid change in the highly competitive industry in which AdTheorent operates;

the risk that AdTheorent will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all;

the risk that the Post-Combination Company experiences difficulties in managing its growth and expanding operations;

the risk of private litigation or regulatory lawsuits or proceedings relating to AdTheorent’s platform and services;

the risk that AdTheorent is unable to secure or protect its intellectual property;

the risk that the Post-Combination Company’s securities will not be approved for listing on Nasdaq or any other exchange, or if approved, maintain the listing; and

other risks and uncertainties indicated in this proxy statement/prospectus, including those set forth under the section entitled “Risk Factors.”
Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of MCAP and AdTheorent prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.
 
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All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this proxy statement/prospectus and attributable to MCAP, AdTheorent or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement/prospectus. Except to the extent required by applicable law or regulation, MCAP and AdTheorent undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.
 
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RISK FACTORS
You should carefully review and consider the following risk factors and the other information contained in this proxy statement/prospectus, including the financial statements and notes to the financial statements included herein and the matters addressed in the section entitled “Cautionary Note Regarding Forward Looking Statements and Risk Factor Summary” in evaluating the Business Combination and the proposals to be voted on at the Stockholders Meeting. Certain of the following risk factors apply to the business and operations of AdTheorent and will also apply to the business and operations of the Post-Combination Company following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, cash flows, financial condition and results of operations of the Post-Combination Company following the Business Combination. The risks discussed below may not prove to be exhaustive and are based on certain assumptions made by MCAP and AdTheorent that later may prove to be incorrect or incomplete. MCAP and AdTheorent may face additional risks and uncertainties that are not presently known to such entity, or that are currently deemed immaterial, which may also impair the business or financial condition of the Post-Combination Company. Unless the context requires otherwise, references to “AdTheorent” in this section are to the business and operations of AdTheorent prior to the Business Combination and the business and operations of the Post-Combination Company as directly or indirectly affected by AdTheorent by virtue of the Post-Combination Company’s ownership of the business of AdTheorent through its ownership of the Surviving Corporation following the Business Combination and references in this section to “we,” “us,” or “our” refer to MCAP.
Risks Related to AdTheorent’s Business
AdTheorent’s success and revenue growth is dependent on its marketing efforts, ability to maintain its brand, adding new customers, effectively educating and training its existing customers on how to make full use of AdTheorent’s platform and services and increasing usage of its platform and services by its customers.
AdTheorent’s success is dependent on regularly adding new customers and increasing its customers’ usage of its platform and services. AdTheorent’s customers typically have relationships with numerous providers and can use both AdTheorent’s platform and services and those of its competitors without incurring significant costs or disruption. AdTheorent’s customers may also choose to decrease their overall advertising spend for any reason, including if they do not believe they are receiving a sufficient return on their advertising spend. Accordingly, AdTheorent must continually work to win new customers and retain existing customers, increase their usage of AdTheorent’s platform and services and capture a larger share of their advertising spend. AdTheorent may not be successful at educating and training customers, particularly its newer customers, on how to use its platform and services, in order for its customers to get the most benefit from AdTheorent’s platform and services and increase their usage. If these efforts are unsuccessful or customers decide not to continue to maintain or increase their usage of AdTheorent’s platform and services for any other reason, or if AdTheorent fails to attract new customers, its revenue could fail to grow or decline, which would materially and adversely harm its business, operating results and financial condition. AdTheorent cannot assure you that its customers will continue to use and increase their spend on its platform and service offerings or that AdTheorent will be able to attract a sufficient number of new customers to continue to grow its business and revenue. If customers representing a significant portion of AdTheorent’s business decide to materially reduce their use of its platform or service offerings or cease using them altogether, its revenue could be significantly reduced, which could have a material adverse effect on its business, operating results and financial condition. AdTheorent may not be able to replace customers who decrease or cease their usage of its platform or service offerings with new customers that will use them to the same extent.
AdTheorent may be unsuccessful in launching or marketing new products or services, or launching existing products and services into new markets, or it may be unable to successfully integrate new offerings into its existing platform, which would result in significant expense and may not achieve desired results.
AdTheorent regularly evaluates expanding its products into new markets or launching new service offerings in existing or new markets and plans to expand its markets significantly. Any expansion or new
 
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offering requires significant expenses and the time of AdTheorent’s key personnel, particularly at the outset of the process, and such new service offerings or expansion of its platform may not result in the customer conversion or profitability that it expects. AdTheorent’s plans to expand and deepen its market share in its existing markets and expand into additional markets are subject to a variety of risks and challenges. AdTheorent cannot assure you that it will be able to increase revenue and create business model efficiencies in new markets in the manner it has in its more mature existing markets.
As AdTheorent continues to expand, it may launch products or services in markets that prove to be more challenging for its business model. As AdTheorent expands across new territories, it will have to adapt its business and operations to local conditions. If AdTheorent is unable to adapt to these new markets and scale effectively, its business and results of operations may be adversely affected.
New markets and new product or service offerings may also subject AdTheorent to new regulatory environments, which could increase its costs as it evaluates compliance with any new regulatory regime. Notwithstanding the expenses and time devoted to expanding an existing product or service offering into a new market or launching a new product offering, AdTheorent may fail to achieve the financial and market share goals associated with the expansion. If AdTheorent cannot manage its expansion efforts efficiently, its market share gains could take longer than planned and its related costs could exceed expectations. In addition, AdTheorent could incur significant costs to seek to expand its market share, and still not succeed in attracting sufficient customers to offset such costs. See also “— 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” and “— Future acquisitions, strategic investments or alliances could disrupt AdTheorent’s business and harm its business, operating results and financial condition.”
AdTheorent may not realize the expected benefits of an industry shift away from cookie-based consumer tracking and such shift may not occur as rapidly as it expects or may not be realized at all.
AdTheorent expects to benefit as compared to others in its industry from marketers reducing their reliance on vendors and software platforms that rely on third-party cookies for tracking and ad-targeting. However, AdTheorent cannot assure you that the shift away from cookie-based consumer tracking and ad-targeting will happen as rapidly as it expects or that such shift will occur at all. Additionally, even if the shift away from cookie-based consumer tracking does occur, AdTheorent may not be as successful in growing its business and increasing revenue as expected. For example, marketers may not shift their business away from AdTheorent’s competitors if its competitors are successful in developing alternative products or services that are not significantly reliant on the cookie-based framework.
The effects of the ongoing COVID-19 pandemic and other sustained adverse market events have had, and could in the future have, an adverse impact on AdTheorent’s business, operating results and financial condition.
AdTheorent’s business and operations have been and could in the future be adversely affected by health epidemics, such as the global COVID-19 pandemic. The COVID-19 pandemic and efforts to control its spread have curtailed the movement of people, goods and services worldwide, including in the regions in which AdTheorent and its customers and partners operate, and are significantly impacting economic activity and financial markets. Many marketers, particularly those in the travel, retail and automotive industries, decreased or paused their advertising spending as a response to the economic uncertainty, decline in business activity, and other COVID-19-related impacts, which has negatively impacted, and may continue to negatively impact, AdTheorent’s revenue and results of operations, the extent and duration of which it may not be able to accurately predict. The spread of an infectious disease may also result in, and, in the case of the COVID-19 pandemic has resulted in, regional quarantines, labor shortages or stoppages, changes in consumer purchasing patterns, disruptions to service providers’ ability to deliver data on a timely basis, or at all, and overall economic instability.
A recession, depression or other sustained adverse market events resulting from the spread of COVID-19 could materially and adversely affect AdTheorent’s business and that of its customers or potential customers. AdTheorent’s customers’ and potential customers’ businesses or cash flows have been and may continue to be negatively impacted by the COVID-19 pandemic, which has led and may continue to lead them to reduce their advertising spending and delay their advertising initiatives or technology spending, which may materially and negatively impact AdTheorent’s business, operating results and financial condition.
 
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AdTheorent’s customers may also seek adjustments to their payment terms, delay making payments or default on their payables, any of which may impact the timely receipt and/or collectability of AdTheorent’s receivables. As a result, AdTheorent’s financial condition and results of operations may be adversely impacted if the business or financial condition of its customers and marketers is negatively affected by the pandemic.
AdTheorent’s operations are subject to a range of external factors related to the COVID-19 pandemic that are not within its control. AdTheorent has taken precautionary measures intended to minimize the risk of the spread of the virus to its employees, partners and customers, and the communities in which it operates. A wide range of governmental restrictions have also been imposed on AdTheorent’s employees’, customers’ and partners’ physical movement to limit the spread of COVID-19. There can be no assurance that precautionary measures, whether adopted by AdTheorent or imposed by others, will be effective, and such measures could negatively affect AdTheorent’s sales, marketing, and customer service efforts, delay and lengthen its sales cycles, decrease its employees’ or customers’ or partners’ productivity, or create operational or other challenges, any of which could harm AdTheorent’s business, operating results and financial condition.
The economic uncertainty caused by the COVID-19 pandemic has made and may continue to make it difficult for AdTheorent to forecast revenue and operating results and to make decisions regarding operational cost structures and investments. AdTheorent’s business depends on the overall demand for advertising and on the economic health of its customers that benefit from its platform and services. Economic downturns or unstable market conditions may cause AdTheorent’s customers to decrease their advertising budgets, which could reduce usage of AdTheorent’s platform and services and adversely affect its business, operating results and financial condition. AdTheorent has committed, and it plans to continue to commit, resources to grow its business, including to expand its employee base and develop its platform, service offerings and systems, and such investments may not yield anticipated returns, particularly if worldwide business activity continues to be impacted by the COVID-19 pandemic. The duration and extent of the impact from the COVID-19 pandemic depend on future developments that cannot be accurately predicted at this time, and if AdTheorent is not able to respond to and manage the impact of such events effectively, its business may be harmed. Such future developments may include, among others, the duration and spread of the outbreak, new information that may emerge concerning the severity of COVID-19 and government actions to contain COVID-19 or treat its impact, the level of relief efforts designed to help businesses and consumers, including any declines in such levels, impact on AdTheorent’s customers and its sales cycles, impact on its customer, industry or employee events, and effect on its advertising inventory partners.
AdTheorent’s results may also fluctuate unpredictably as and to the extent there is a recovery from the pandemic and a return to non-pandemic business conditions. AdTheorent cannot predict the impact of a post-pandemic recovery on the economy, its customers or consumer patterns or the degree to which certain trends will continue.
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.
AdTheorent’s industry is subject to rapid and frequent changes in technology, evolving customer needs and the frequent introduction by competitors of new and enhanced offerings. AdTheorent must regularly make investment decisions regarding offerings and technology to maintain the technological competitiveness of its products and services and meet customer demand and evolving industry standards. The complexity and uncertainty regarding the development of new technologies and the extent and timing of market acceptance of innovative products and services create difficulties in maintaining this competitiveness. The success of any enhancement or new solution depends on many factors, including timely completion, adequate quality testing, appropriate introduction and market acceptance. Without the timely introduction of new products, services and enhancements, AdTheorent’s offerings could become technologically or commercially obsolete over time, in which case its revenue and operating results would suffer. If new or existing competitors have more attractive offerings, AdTheorent may lose customers or customers may decrease their use of its platform or services. New customer demands, superior competitive offerings or new industry standards could require AdTheorent to make unanticipated and costly changes to its platform, service offerings or business model. If AdTheorent fails to enhance its current products and services or fails to develop new products to adapt to its rapidly changing industry or to evolving customer needs, demand for its platform or services could decrease and its business, operating results and financial condition may be adversely affected.
 
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The market for programmatic buying for advertising campaigns is dynamic and evolving. If this market develops more slowly or differently than expected, AdTheorent’s business, operating results and financial condition may be adversely affected.
AdTheorent derives revenue from the sale of targeting digital advertising media through its platform. AdTheorent expects that ad sales will continue to be its primary source of revenue for the foreseeable future, and that its revenue growth will largely depend on increasing customers’ usage of AdTheorent’s platform and services. While the market for programmatic ad buying for mobile and desktop display ads is relatively established, the market in other channels such as connected TV (“CTV”) is still emerging, and AdTheorent’s current and potential customers may not shift quickly enough into these channels, which would reduce the Company’s growth potential. If the market for programmatic ad buying deteriorates or develops more slowly than AdTheorent expects, it could reduce demand for its platform and services, and its business, growth prospects and financial condition would be adversely affected.
In particular, the market for programmatic buying for advertising campaigns across multiple advertising channels is an emerging market. AdTheorent’s ability to provide capabilities across multiple advertising channels may be constrained if it is not be able to maintain or grow advertising inventory for channels, and some of its offerings may not gain market acceptance. AdTheorent may not be able to accurately predict changes in overall industry demand for the channels in which it operates and cannot make assurances that its investment in channel development will correspond to any such changes. For example, AdTheorent cannot predict whether the growth in demand for its CTV offering will continue. Furthermore, if AdTheorent’s channel mix changes due to a shift in customer demand, such as customers shifting their usage more quickly or more extensively than expected to channels in which AdTheorent has relatively less functionality, features, or inventory, such as linear TV, then demand for AdTheorent’s platform and service offerings could decrease, and its business, financial condition, and results of operations could be adversely affected.
AdTheorent receives a significant amount of revenue from certain advertising agencies and brand marketers, and the loss of such customers could harm its business, operating results and financial condition.
AdTheorent had 306 active customers as of September 30, 2021, consisting primarily of independent advertising agencies and brand marketers and to a lesser extent, agencies owned by global holding companies.
AdTheorent does not have exclusive relationships with advertising agencies and it depends on agencies to engage with AdTheorent on advertising campaigns for their clients. The loss of such agencies could significantly harm AdTheorent’s business, operating results and financial condition. If AdTheorent fails to maintain satisfactory relationships with an advertising agency, it risks losing business from the brand marketers represented by that agency.
Brand marketers may change advertising agencies, or work with other platforms. If a brand marketer switches from an agency that utilizes AdTheorent’s platform and services to one that does not, or chooses a different platform for direct engagement, AdTheorent could lose revenue from that brand marketer. In addition, some advertising agencies have strong relationships with competing platforms and may direct their brand marketers to other providers.
AdTheorent may experience fluctuations in its operating results, which could make its future operating results difficult to predict or cause its operating results to fall below securities analysts’ and investors’ expectations.
AdTheorent’s quarterly and annual operating results have fluctuated in the past, and it expects that its future operating results will fluctuate due to a variety of factors, many of which are beyond its control. Period-to-period comparisons of AdTheorent’s operating results should not be relied upon as an indication of its future performance. Fluctuations in AdTheorent’s operating results could cause its performance to fall below the expectations of securities analysts and investors, and adversely affect the price of our Class A common stock. Because AdTheorent’s business is changing and evolving rapidly, and the macroeconomic environment continues to evolve as a result of the COVID-19 pandemic, AdTheorent’s historical operating results may not be necessarily indicative of its future operating results. It is also difficult to predict the impact of a post-pandemic recovery on AdTheorent’s business and operating results. In addition, factors that may cause its operating results to fluctuate include the following:
 
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changes in demand for AdTheorent’s platform and services, including those related to the seasonal nature of customers’ spending on digital advertising campaigns;