Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Boghosian Richard

(Last) (First) (Middle)


(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
3. Issuer Name and Ticker or Trading Symbol
AdTheorent Holding Company, Inc. [ ADTH ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
Exhibit 24 - Power of Attorney
No securities are beneficially owned.
/s/ Elena Burns, Attorney-in-Fact for Richard Boghosian 12/27/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                           LIMITED POWER OF ATTORNEY

          Know all by these present, that the undersigned hereby constitutes
and appoints each of Elena Burns, Teri O'Brien and Amir Heyat (each, an
"Attorney-in-fact") of Paul Hastings LLP (the "Paul Hastings"), or any of them
acting singly and with full power of substitution, as the undersigned's true
and lawful attorney-in-fact to:

          1.    prepare, execute in the undersigned's name and on the
undersigned's behalf, and submit to the Securities and Exchange Commission (the
"SEC") a Form ID Application Acknowledgement on the Electronic Data Gathering,
Analysis, and Retrieval system ("EDGAR") of the SEC, including any amendments
thereto, and any other documents necessary or appropriate to obtain EDGAR codes
and passwords enabling the undersigned to make electronic filings with the SEC
of reports required by Sections 13(d), 13(g) or Section 16(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or any other rule or
regulation of the SEC;

          2.    prepare, submit, execute for, and on behalf of the undersigned,
in the undersigned's capacity as an officer, director and/or holder of 10% or
more of a registered class of securities, as applicable, of AdTheorent Holding
Company, Inc. (the "Company") (a) Schedules 13D and 13G (and any amendments
thereto) in accordance with Sections 13(d) and 13(g) of the Exchange Act and
the rules promulgated thereunder, (b) Forms 3, 4, and 5 (and any amendments
thereto) in accordance with Section 16(a) of the Exchange Act and the rules
promulgated thereunder, and (c) any other forms or reports the undersigned may
be required to file in connection with the undersigned's ownership,
acquisition, or disposition of securities of the Company;

          3.    do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any
such Schedule 13D, Schedule 13G, Form 3, 4, or 5, or other form or report (or
any amendment thereto), and timely file such schedule, form or report with the
SEC and any stock exchange or similar authority;

          4.    seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's securities
from any broker or financial institution, and the undersigned hereby authorizes
any such person to release any such information to each of the Attorneys-in-
fact and approves and ratifies any such release of information; and

          5.    take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such Attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such Attorney-in-fact on behalf of
the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such Attorney-in-fact may approve in
such Attorney-in-fact's discretion.

          The undersigned hereby grants to each Attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as such undersigned might
or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such Attorney-in-fact, or
such Attorney-in-fact's substitute or substitutes, shall lawfully do or cause
to be done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that each Attorney-in-fact, in serving in
such capacities at the request of the undersigned, is not assuming any of the
undersigned's responsibilities to comply with Section 13 and Section 16 of the
Exchange Act.

          This Power of Attorney, with respect to each of the Attorneys-in-
fact, shall remain in full force and effect until the earlier of (a) the date
that the undersigned is no longer required to file Schedules 13D and 13G and
Forms 3, 4, and 5 with respect to the undersigned's beneficial ownership and
transactions in securities issued by the Company (b) with respect to the
Attorney-in-fact, this Power of Attorney is revoked by the undersigned in a
signed writing delivered to such Attorney-in-fact, or (c) the time at which
such attorney-in-fact is no longer employed by Paul Hastings.

          IN WITNESS WHEREOF, the undersigned has executed this Limited Power
of Attorney as of this 8th day of December, 2021.

                                   Signed and acknowledged:

                                   By: /s/ Richard Boghosian

                                   Name: Richard Boghosian

                                   Title: Director, AdTheorent