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United States securities and exchange commission logo
November 29, 2021
Theodore L. Koenig
Chairman and Chief Executive Officer
MCAP Acquisition Corporation
311 South Wacker Drive, Suite 6400
Chicago, Illinois 60606
Re: MCAP Acquisition
Corporation
Amendment No. 4 to
Registration Statement on Form S-4
Filed November 18,
2021
File No. 333-259027
Dear Mr. Koenig:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Form S-4/A filed November 18, 2021
Risk Factors
Public Stockholders who redeem their shares of MCAP Common Stock may
continue to hold
any Public Warrants they own..., page 73
1. Please tell us how you
calculated the $7.1 million value of the 4,580,666 Public Warrants
using a market value of
$1.18 or revise as necessary.
Theodore L. Koenig
FirstName LastNameTheodore
MCAP Acquisition CorporationL. Koenig
Comapany 29,
November NameMCAP
2021 Acquisition Corporation
November
Page 2 29, 2021 Page 2
FirstName LastName
MCAP determined that a material weakness existed in its internal control over
financial
reporting as of March 2, 2021. If MCAP..., page 84
2. Please revise to address the fact that you identified another error in
your financial
statements related to the classification of redeemable shares issued
during your IPO,
which lead to a restatement of prior period financial statements.
Discuss the impact this
had on the material weakness previously identified, your evaluation of
disclosure controls
and procedures and your remediation efforts. Similar revisions should
be made to the risk
factor where you discuss the potential for litigation related to the
financial statement
restatements.
If the Post-Combination Company fails to maintain effective internal control
over financial
reporting..., page 86
3. We note your reference to "Management's Discussion and Analysis of
Financial Condition
and Results of Operations - Evaluation of Disclosure Controls and
Procedures" and your
disclosure about management's identification of a material weakness in
the company's
internal control over financial reporting. We are unable to find such
a discussion in
MD&A. Please advise.
You may contact Brittany Ebbertt, Senior Staff Accountant, at
202-551-3572 or Kathleen
Collins, Accounting Branch Chief, at 202-551-3499 if you have questions
regarding comments
on the financial statements and related matters. Please contact Alexandra
Barone, Staff Attorney,
at 202-551-8816 or Larry Spirgel, Office Chief, at 202-551-3815 with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Jonathan Talcott, Esq.