MCAP Acquisition Corporation

311 South Wacker Drive, Suite 6400

Chicago, Illinois 60606


December 3, 2021





U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Alexandra Barone


  Re: MCAP Acquisition Corporation

Registration Statement on Form S-4

Filed August 24, 2021, as amended

File No. 333-259027


Dear Ms. Barone:


Pursuant to Rule 461 under the Securities Act of 1933, as amended, MCAP Acquisition Corporation hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 5:00 p.m. ET on Friday, December 3, 2021, or as soon as practicable thereafter.


  Very truly yours,
  /s/ Theodore L. Koenig
  Theodore L. Koenig
  Chairman and Chief Executive Officer


cc: Nelson Mullins Riley & Scarborough LLP
  Jonathan H. Talcott
  E. Peter Stand