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United States securities and exchange commission logo
November 8, 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. 2 to
Registration Statement on Form S-4
Filed October 28,
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.
Unless we note
otherwise, our references to prior comments are to comments in our
October 22, 2021 letter.
Amendment No. 2 to Form S-4 Filed October 28, 2021
Information About AdTheorent, page 160
1. We note your revised
disclosures to prior comment 12, where you indicate that you
monitor the metrics of
active customers and high-spend customers to evaluate how the
active customer base is
growing and the extent to which active customers are
becoming high-spend
customers. As these appear to be key business metrics based on
your current
disclosure, please include a discussion of such measures in
your Management's
Discussion and Analysis (MD&A) for each period presented and
address the disclosure
requirements in Item 303(a) of Regulation S-K and SEC Release
No. 33-10751.
Alternatively, revise to disclose within MD&A the metrics you do use to
monitor your business.
Theodore L. Koenig
MCAP Acquisition Corporation
November 8, 2021
Page 2
Exhibits
2. In the tax opinion filed as Exhibit 8.1, counsel opines that "the Company
Mergers will
qualify as a 'reorganization' for U.S. federal income tax purposes within
the meaning of
Section 368(a) of the Code"; however, the disclosure on page 138 states
that it is the
opinion of counsel that these mergers "should" so qualify and there is a
discussion of the
uncertainties. Please ensure that the tax opinion and prospectus
disclosure are consistent.
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 Kathleen Krebs, Special Counsel, at
202-551-3350 with any
other questions.
Sincerely,
FirstName LastNameTheodore L. Koenig
Division of
Corporation Finance
Comapany NameMCAP Acquisition Corporation
Office of
Technology
November 8, 2021 Page 2
cc: Jonathan Talcott, Esq.
FirstName LastName