Delaware |
7370 |
85-3978415 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
Page |
||||
ii | ||||
iii | ||||
1 | ||||
7 | ||||
35 | ||||
35 | ||||
36 | ||||
37 | ||||
43 | ||||
61 | ||||
73 | ||||
81 | ||||
93 | ||||
97 | ||||
99 | ||||
105 | ||||
109 | ||||
115 | ||||
123 | ||||
123 | ||||
123 | ||||
124 | ||||
F-1 |
• | our ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of the combined business to grow and manage growth profitably; |
• | our financial and business performance including financial projections and business metrics; |
• | our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans; |
• | the implementation, market acceptance and success of our business model; |
• | demand for our platform and services and the drivers of that demand; |
• | our estimated total addressable market and other industry projections, and our projected market share; |
• | our ability to scale in a cost-effective manner; |
• | developments and projections relating to our competitors and industry; |
• | the impact of health epidemics, including the novel coronavirus (“COVID-19”) pandemic, on our business and the actions we may take in response thereto; |
• | the impact of global events, including the ongoing Russian-Ukranian conflict, on our business and the actions we may take in response thereto; |
• | our expectations regarding our 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 under the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”); |
• | our future capital requirements and sources and uses of cash; |
• | our ability to obtain funding for our operations; |
• | our business, expansion plans and opportunities; and |
• | the outcome of any known and unknown litigation and regulatory proceedings. |
• | the outcome of any legal proceedings; |
• | our ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of the combined business to grow and manage growth profitably; |
• | our success in retaining or recruiting, or changes required in, officers, key employees or directors; |
• | changes in applicable laws or regulations; |
• | our ability to execute our business model, including market acceptance of our planned products and services; |
• | the ability to maintain the listing of our securities on Nasdaq or any other exchange; |
• | the possibility that the COVID-19 pandemic may adversely affect our results of operations, financial position and cash flows; and |
• | the possibility that we may be adversely affected by other economic, business or competitive factors, including the ongoing Russian-Ukranian conflict. |
Issuer |
AdTheorent Holding Company, Inc. (f/k/a MCAP Acquisition Corporation) |
Shares of Common Stock Offered by us |
15,973,904 shares of Common Stock issuable upon exercise of the Warrants, consisting of (i) 5,432,237 shares of Common Stock that are issuable upon the exercise of 5,432,237 Private Warrants by the holders thereof and (ii) 10,541,667 shares of Common Stock that are issuable upon the exercise of 10,541,667 Public Warrants by the holders thereof. |
Shares of Common Stock Outstanding Prior to Exercise of All Warrants |
85,743,994 shares (as of March 14, 2022). |
Shares of Common Stock Outstanding Assuming Exercise of All Warrants |
101,717,898 shares (based on total shares outstanding as of March 14, 2022). |
Exercise Price of Warrants |
$11.50 per share, subject to adjustment as described herein. |
Use of Proceeds |
We will receive up to an aggregate of approximately $183.7 million from the exercise of the Warrants, assuming the exercise in full of all of the Warrants for cash. We expect to use the net proceeds from the exercise of the Warrants for general corporate purposes. See “ Use of Proceeds |
Shares of Common Stock Offered by the Selling Securityholders |
76,713,193 shares (including up to 5,432,237 shares of Common Stock that may be issued upon exercise of the Private Warrants). |
Warrants Offered by the Selling Securityholders |
5,432,237 Warrants, consisting of all outstanding Private Warrants. |
Redemption |
The Warrants are redeemable in certain circumstances. See “ Description of Securities—Warrants |
Use of Proceeds |
We will not receive any proceeds from the sale of shares of Common Stock or Warrants by the Selling Securityholders. |
Lock-Up Restrictions |
Certain of our stockholders are subject to certain restrictions on transfer until the termination of applicable lock-up periods. See “Selling Securityholders—Certain Relationships with Selling Securityholders |
Market for Common Stock and Warrants |
Our Common Stock and Public Warrants are currently traded on the |
Risk Factors |
See “ Risk Factors |
(1) | Risks Related to our Business and Industry, including: |
• | Our success and revenue growth is dependent on our marketing efforts, ability to maintain our brand, adding new customers, launch and marketing of new products and services, effectively educating and training our existing customers and increasing usage of our platform and services by our customers. |
• | If we fail to innovate and make the right investment decisions in our offerings and platform, we may not attract and retain customers and our revenue and results of operations may decline. |
• | We rely on key customers and a loss of such customers could harm our business, operating results and financial condition. |
• | We are subject to payment-related risks and if our customers do not pay, or dispute their invoices, our business, operating results and financial condition may be adversely affected. |
• | Our revenue could decline and our growth could be impeded if our access to advertising inventory is diminished or fails to grow. |
• | We allow our customers and suppliers to utilize application programming interfaces, or APIs, with our platform, which could result in outages or security breaches and negatively impact our business, operating results and financial condition. |
• | If our access to data or non-proprietary technology is diminished, including through third-party hosting and transmission services, the effectiveness of our platform and services would be decreased, which could harm our operating results and financial condition. |
• | Our failure to meet content and inventory standards and provide services that our customers and inventory suppliers trust could harm our brand and reputation and negatively impact our business, operating results and financial condition. |
(2) | Risks Related to Data Privacy, including: |
• | Changes in legislative, judicial, regulatory, or cultural environments relating to information collection, use and processing may limit our ability to collect, use and process data. |
• | Our business or ability to operate our platform could be impacted by changes in the technology industry by established technology companies or government regulation. |
(3) | Risks Related to our Intellectual Property and Technology, including: |
• | Our internal information technology systems may fail or suffer security breaches, loss or leakage of data, and other disruptions. |
(4) | Risks Related to Government Regulation, including: |
• | Our 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 our business, financial condition, and results of operations. |
(5) | General Risk Factors Relating to Our Business, including: |
• | The market in which we participate is intensely competitive and fragmented. |
• | Failure to manage our growth effectively could cause our business to suffer and have an adverse effect on our business, operating results and financial condition. |
• | Seasonal fluctuations in advertising activity could have a material impact on our revenue, cash flow and operating results. |
• | Future acquisitions, strategic investments or alliances could disrupt our business and harm our business, operating results and financial condition. |
• | We may utilize a significant amount of indebtedness in the operation of our business, and our 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. |
• | A widespread health crisis could adversely affect the global economy, resulting in an economic downturn that could impact demand for our products. |
(6) | Risks Related to the Ownership of Our Common Stock, including: |
• | The market price of our 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 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. |
• | changes in demand for our platform and services, including those related to the seasonal nature of customers’ spending on digital advertising campaigns; |
• | changes in our pricing policies, the pricing policies of competitors and the pricing or availability of inventory, data or other third-party services; |
• | changes in our customer base, platform and service offerings; |
• | the addition or loss of advertising agencies and marketers as customers; |
• | changes in advertising budget allocations, agency affiliations or marketing strategies; |
• | changes to our channel mix (including, for example, changes in demand for CTV); |
• | changes and uncertainty in the regulatory and business environment for us or our customers (for example, when Apple or Google change policies for their operating systems and browsers, respectively); |
• | changes in the economic prospects of marketers or the economy generally (due to COVID-19 or otherwise), which could alter marketers’ spending priorities, or could increase the time or costs required to complete advertising inventory sales; |
• | changes in the availability of advertising inventory or in the cost of reaching end consumers through digital advertising; |
• | disruptions or outages on our platform; |
• | the introduction of new technologies or offerings by competitors; |
• | changes in our capital expenditures as we acquire the hardware, equipment and other assets required to support our business; |
• | the length and unpredictability of our sales cycle; |
• | costs related to acquisitions of businesses or technologies, or employee recruiting; and |
• | shifting views and behaviors of consumers concerning use of data. |
• | develop our platform, including by investing in our engineering team, creating, acquiring or licensing new products or features, and improving the functionality, availability and security of our platform; |
• | improve our technology infrastructure, including investing in internal technology development and acquiring outside technologies; |
• | cover general and administrative expenses, including legal, accounting and other expenses necessary to support a larger organization; |
• | cover sales and marketing expenses, including a significant expansion of our direct sales organization; |
• | cover expenses relating to data collection and consumer privacy compliance, including additional infrastructure, automation and personnel; and |
• | explore strategic acquisitions. |
• | regulatory hurdles; |
• | failure of anticipated benefits to materialize; |
• | diversion of management time and focus from operating our business to addressing acquisition integration challenges; |
• | retention of employees from the acquired company; |
• | corporate cultural challenges associated with integrating employees from the acquired company into our organization; |
• | integration of the acquired company’s accounting, management information, human resources and other administrative systems; |
• | the need to implement or improve controls, procedures and policies at a business that prior to the acquisition may have lacked effective controls, procedures and policies; |
• | coordination of product development and sales and marketing functions; |
• | liability for activities of the acquired company before the acquisition, including known and unknown liabilities; and |
• | litigation or other claims in connection with the acquired company, including claims from terminated employees, users, former stockholders or other third parties. |
• | announcements of new offerings, products, services or technologies, commercial relationships, acquisitions or other events by us or our competitors; |
• | price and volume fluctuations in the overall stock market from time to time; |
• | significant volatility in the market price and trading volume of technology companies in general and of companies in the digital advertising industry in particular; |
• | fluctuations in the trading volume of our shares or the size of our public float; |
• | actual or anticipated changes or fluctuations in our operating results; |
• | whether our operating results meet the expectations of securities analysts or investors; |
• | actual or anticipated changes in the expectations of investors or securities analysts; |
• | litigation involving us, our industry, or both; |
• | regulatory developments in the United States, foreign countries, or both; |
• | general economic conditions and trends; |
• | major catastrophic events; |
• | lockup releases or sales of large blocks of our Common Stock; |
• | departures of key employees; or |
• | an adverse impact on us from any of the other risks cited herein. |
• | in whole and not in part; |
• | at a price of $0.01 per Public Warrant; upon a minimum of 30 days’ prior written notice of redemption, if and only if the last sale price of the Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the Public Warrant holders; and |
• | at a price of $0.10 per Public Warrant if, and only if, the reported last sale price of the Common Stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading day period ending three business days before we send the notice of redemption to the Public Warrant holders. |
• | eliminate the ability of our stockholders to call special meetings of stockholders; |
• | restrict the forum for certain litigation against us to Delaware; |
• | permit our Board to alter our bylaws without obtaining stockholder approval; and |
• | establish advance notice requirements for nominations for election to the Board or for proposing matters that can be acted upon by stockholders at annual stockholder meetings. |
• | the accompanying notes to the unaudited pro forma condensed combined financial information; |
• | the historical financial statements of AdTheorent for the year ended December 31, 2021, and the related notes, in each case, included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 17, 2022; and |
• | other information relating to MCAP and AdTheorent contained in the proxy statement/prospectus filed with the Commission on December 3, 2021, 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.” |
• | AdTheorent stockholders have the largest voting interest in the Post-Combination Company immediately after the Business Combination; |
• | the board of directors of the Post-Combination Company has up to 9 members, and AdTheorent has the ability to nominate the majority of the members of the board of directors; |
• | AdTheorent management continue to hold executive management roles for the Post-Combination Company and are responsible for the day-to-day |
• | the Post-Combination Company assumed the AdTheorent name; |
• | the Post-Combination Company maintained the current AdTheorent headquarters; and |
• | the intended strategy of the Post-Combination Company will continue AdTheorent’s current strategy. |
Unaudited MCAP Historical (Jan 1, 2021—Dec 22, 2021) |
AdTheorent Historical |
Transaction Accounting Adjustments |
Pro Forma Combined |
|||||||||||||
Revenue |
$ | — | $ | 165,365 | $ | — | $ | 165,365 | ||||||||
Operating expenses: |
||||||||||||||||
Platform operations |
— | 77,770 | — | 77,770 | ||||||||||||
Sales and marketing |
— | 38,799 | — | 38,799 | ||||||||||||
Technology and development |
— | 12,393 | — | 12,393 | ||||||||||||
General and administrative |
1,805 | 35,424 | 1,365 | (a) |
38,594 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total operating expenses |
1,805 | 164,386 | 1,365 | 167,556 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income (loss) from operations |
(1,805 | ) | 979 | (1,365 | ) | (2,191 | ) | |||||||||
Interest income (expense), net |
26 | (2,404 | ) | (26 | ) (b) |
(1,748 | ) | |||||||||
2,327 | (c) |
|||||||||||||||
(1,671 | ) (d) |
|||||||||||||||
Warrant issue costs |
(832 | ) | — | — | (832 | ) | ||||||||||
Change in fair value of Seller Earn-Out |
— | 23,399 | 23,399 | |||||||||||||
Change in fair value of warrant liability |
2,878 | 6,783 | 220 | (e) |
9,881 | |||||||||||
Other expense, net |
— | 22 | — | 22 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total other income, net |
2,072 | 27,800 | 850 | 30,722 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income (loss) from continuing operations before income taxes |
267 | 28,779 | (515 | ) | 28,531 | |||||||||||
(Provision for) benefit from taxes |
— | (3,360 | ) | 108 | (f) |
(3,252 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income (loss) |
$ | 267 | $ | 25,419 | $ | (407 | ) | $ | 25,279 | |||||||
|
|
|
|
|
|
|
|
|||||||||
Less: Net loss attributable to noncontrolling interest |
— | 784 | — | 784 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income (loss) attributable to common shareholders |
$ | 267 | $ | 26,203 | $ | (407 | ) | $ | 26,063 | |||||||
|
|
|
|
|
|
|
|
|||||||||
Post-Combination Company net income per share: |
||||||||||||||||
Basic |
$ | 0.30 | (g) | |||||||||||||
Diluted |
$ | 0.28 | (g) | |||||||||||||
Post-Combination Company common shares outstanding: |
||||||||||||||||
Basic |
85,743,994 | (g) | ||||||||||||||
Diluted |
94,317,618 | (g) | ||||||||||||||
AdTheorent net income per common unit: |
||||||||||||||||
Basic |
$ | 0.43 | ||||||||||||||
Diluted |
$ | 0.39 | ||||||||||||||
AdTheorent weighted-average common units outstanding: |
||||||||||||||||
Basic |
60,510,847 | |||||||||||||||
Diluted |
67,942,423 | |||||||||||||||
MCAP |
||||||||||||||||
Weighted-average Class A redeemable common shares outstanding, basic and diluted: |
26,294,944 | |||||||||||||||
Net income per share of Class A redeemable common stock basic and diluted |
$ | 0.01 | ||||||||||||||
Weighted-average Class B non-redeemable common shares outstanding, basic and diluted |
7,906,250 | |||||||||||||||
Net income per Class B non-redeemable common stock, basic and diluted |
$ | 0.01 |
Share Ownership in the Post- Combination Company |
Shares % |
|||||||
Former non-H.I.G AdTheorent equityholders(1)(2) |
25,818,349 | 30.1 | % | |||||
H.I.G. Growth—AdTheorent, LLC |
34,064,174 | 39.7 | % | |||||
MCAP public stockholders (3) |
6,404,096 | 7.5 | % | |||||
MCAP Sponsor (4)(5) |
9,957,375 | 11.6 | % | |||||
Party PIPE Investors (6) |
9,500,000 | 11.1 | % | |||||
|
|
|
|
|||||
Total common shares outstanding |
85,743,994 | 100.0 | % | |||||
|
|
|
|
(1) | Excludes an estimated 8,573,624 outstanding options in the Post-Combination Company. |
(2) | Excludes $95,000,000 in Earn-Out Consideration (payable in cash or shares) contingently issuable based upon the Earn-Out Target being achieved. |
(3) | Excludes an estimated 10,541,667 shares underlying the Public Warrants beneficially held by the MCAP public stockholders. |
(4) | Excludes an estimated 598,875 shares held in escrow subject to the Earn-Out Target 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 the Earn-Out Target. |
(5) | Includes 2,650,000 shares of MCAP common stock issued to members of the Sponsor or their affiliates in their capacity as a PIPE Investor. |
(6) | Excludes 2,650,000 shares of MCAP common stock issued to members of the Sponsor or their affiliates in their capacity as a PIPE Investor. |
a) | Reflects the estimated incremental stock-based compensation for the portion of the earn-out issuable to holders of employee stock options and units who have a continuing employment requirement. An expense of $1.4 million has been recognized for the year ended December 31, 2021, in relation to unvested option and unit holders as of the time of the close of the Business Combination. The adjustment assumes no forfeitures. |
b) | Reflects an adjustment to eliminate interest income related to the trust account. |
c) | Reflects an adjustment to eliminate interest expense and the amortization of deferred financing fees related to the term loan paid off in connection with the Business Combination. |
d) | Reflects interest expense and amortization of deferred financing fees associated with the new revolving line of credit. |
e) | Reflects an adjustment to partially eliminate the change in the fair value of the warrant liability related to the 551,096 MCAP warrants forfeited and the 551,096 MCAP warrants now held in escrow subject to earn-out conditions. |
f) | Reflects the income tax benefit or expense effects of the pro forma adjustments based on the applicable statutory tax rate of 21%. |
g) | Reflects the pro forma earnings per share computation. See Note 4. |
Pro Forma Combined |
||||
Shares |
||||
Former non-H.I.G AdTheorent equityholders |
25,818,349 | |||
H.I.G. Growth—AdTheorent, LLC |
34,064,174 | |||
MCAP public stockholders |
6,404,096 | |||
MCAP Sponsor (1) |
9,957,375 | |||
Third Party PIPE Investors (2) |
9,500,000 | |||
|
|
|||
Total common shares outstanding |
85,743,994 | |||
|
|
|||
Stock options |
8,573,624 | |||
|
|
|||
Total diluted shares outstanding |
94,317,618 | |||
|
|
(1) | Includes 2,650,000 shares of MCAP common stock issued to members of the Sponsor or their affiliates in their capacity as a PIPE investor. |
(2) | Excludes 2,650,000 shares of MCAP common stock issued to members of the Sponsor or their affiliates in their capacity as a PIPE investor. |
Year Ended December 31, |
||||||||||||||||||||||||
2021 |
2020 |
Change |
% |
|||||||||||||||||||||
(amounts in US Dollars) |
(in thousands, except for percentages) |
|||||||||||||||||||||||
Revenue |
$ | 165,365 | 100.0 | % | $ | 121,015 | 100.0 | % | $ | 44,350 | 36.6 | % | ||||||||||||
Operating expenses: |
||||||||||||||||||||||||
Platform operations |
77,770 | 47.0 | % | 59,458 | 49.1 | % | 18,312 | 30.8 | % | |||||||||||||||
Sales and marketing |
38,799 | 23.5 | % | 31,608 | 26.1 | % | 7,191 | 22.8 | % | |||||||||||||||
Technology and development |
12,393 | 7.5 | % | 9,709 | 8.0 | % | 2,684 | 27.6 | % | |||||||||||||||
General and administrative |
35,424 | 21.4 | % | 8,126 | 6.7 | % | 27,298 | 335.9 | % | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total operating expenses |
164,386 | 99.4 | % | 108,901 | 90.0 | % | 55,485 | 50.9 | % | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Income from operations |
979 | 0.6 | % | 12,114 | 10.0 | % | (11,135 | ) | -91.9 | % | ||||||||||||||
Interest expense, net |
(2,404 | ) | -1.5 | % | (3,285 | ) | -2.7 | % | 881 | -26.8 | % | |||||||||||||
Gain on change in fair value of Seller’s Earn-Out |
23,399 | 14.1 | % | — | 0.0 | % | 23,399 | ** | ||||||||||||||||
Gain on change in fair value of warrants |
6,783 | 4.1 | % | — | 0.0 | % | 6,783 | ** | ||||||||||||||||
Other income, net |
22 | 0.0 | % | 646 | 0.5 | % | (624 | ) | -96.6 | % | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total other income (expense), net |
27,800 | 16.8 | % | (2,639 | ) | -2.2 | % | 30,439 | ** | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Income from operations before income taxes |
28,779 | 17.4 | % | 9,475 | 7.8 | % | 19,304 | 203.7 | % | |||||||||||||||
Provision for taxes |
(3,360 | ) | -2.0 | % | (2,780 | ) | -2.3 | % | (580 | ) | 20.9 | % | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income |
$ | 25,419 | 15.4 | % | $ | 6,695 | 5.5 | % | $ | 18,724 | 279.7 | % | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
** | Not meaningful |
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
(amounts in US Dollars) |
(in thousands) |
|||||||
Revenue |
$ | 165,365 | $ | 121,015 | ||||
Less: Platform operations |
77,770 | 59,458 | ||||||
|
|
|
|
|||||
Gross Profit |
87,595 | 61,557 | ||||||
|
|
|
|
|||||
Add back: Other platform operations |
21,748 | 17,475 | ||||||
|
|
|
|
|||||
Adjusted Gross Profit (1) |
$ | 109,343 | $ | 79,032 | ||||
|
|
|
|
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
(amounts in US Dollars) |
(in thousands) |
|||||||
Net income |
$ | 25,419 | $ | 6,695 | ||||
Interest expense, net |
2,404 | 3,285 | ||||||
Tax provision |
3,360 | 2,780 | ||||||
Depreciation and amortization |
8,493 | 8,134 | ||||||
|
|
|
|
|||||
EBITDA (1) |
$ | 39,676 | $ | 20,894 | ||||
|
|
|
|
|||||
Equity based compensation |
5,823 | 657 | ||||||
Seller’s Earn-Out equity-based compensation |
55 | — | ||||||
Transaction costs (2) |
15,603 | 1,412 | ||||||
Gain on change in fair value of Seller’s Earn-Out (3) |
(23,399 | ) | — | |||||
Gain on change in fair value of warrants (4) |
(6,783 | ) | — | |||||
Management fees (5) |
5,607 | 872 | ||||||
Lease termination fee (6) |
4,243 | — | ||||||
Non-core operations(7) |
2,155 | 1,047 | ||||||
|
|
|
|
|||||
Adjusted EBITDA (1) |
$ | 42,980 | $ | 24,882 | ||||
|
|
|
|
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
(amounts in US Dollars) |
(in thousands, except for percentages) |
|||||||
Gross Profit |
$ | 87,595 | $ | 61,557 | ||||
Net income |
$ | 25,419 | $ | 6,695 | ||||
|
|
|
|
|||||
Net income as a % of Gross Profit |
29.0 | % | 10.9 | % | ||||
|
|
|
|
|||||
Adjusted Gross Profit (1) |
$ | 109,343 | $ | 79,032 | ||||
Adjusted EBITDA (1) |
$ | 42,980 | $ | 24,882 | ||||
|
|
|
|
|||||
Adjusted EBITDA as a % of Adjusted Gross Profit (1) |
39.3 | % | 31.5 | % | ||||
|
|
|
|
|||||
Gross Profit |
$ | 87,595 | $ | 61,557 | ||||
Revenue |
$ | 165,365 | $ | 121,015 | ||||
|
|
|
|
|||||
Gross Profit as a % of Revenue |
53.0 | % | 50.9 | % | ||||
|
|
|
|
|||||
Revenue |
$ | 165,365 | $ | 121,015 | ||||
Adjusted Gross Profit (1) |
$ | 109,343 | $ | 79,032 | ||||
|
|
|
|
|||||
Adjusted Gross Profit as a % of Revenue (1) |
66.1 | % | 65.3 | % | ||||
|
|
|
|
(1) | We use non-GAAP financial measures to help set budgets, establish operational goals, analyze financial results and performance, and make strategic decisions. |
(2) | Includes incurred transaction-related expenses and costs related to strategic initiatives in the year ended December 31, 2020 which were suspended due to the COVID-19 pandemic. In the year ended December 31, 2021, includes costs related to a different strategic process, which led to the Business Combination. |
(3) | In connection with the Business Combination, a Seller’s Earn-Out liability was recorded. The gain represents the change in fair value of the Seller’s Earn-Out from the date of the close of the Business Combination (December 22, 2021) to December 31, 2021. |
(4) | In connection with the Business Combination, a liability for warrants was recorded. The gain represents the change in fair value of the warrants from the date of the close of the Business Combination (December 22, 2021) to December 31, 2021. |
(5) | On December 22, 2016, we closed a growth recapitalization transaction with H.I.G. Capital. As part of that transaction we agreed to pay monthly Management Fees to H.I.G. Capital. In the year ended December 31, 2021, additional fees were paid in connection with the completion of the Business Combination. The agreements related to fees paid to H.I.G. Capital were discontinued effective December 22, 2021, the closing date of the Business Combination. |
(6) | In April 2021, we incurred a lease termination fee of approximately $4.2 million in connection with moving our primary headquarters office in New York City to another space in the same building at a lower cost. |
(7) | Effective as of March 1, 2020, we effectuated a contribution of our SymetryML department into a new subsidiary, SymetryML, Inc. We periodically raised capital to fund Symetry operations, by entering into Simple Agreement for Future Equity Notes (“SAFE Note”) with several parties (Refer to Note 12—SAFE Notes of our Consolidated Financial Statements, included elsewhere in this Form S-1, for more information). We view SymetryML operations as non-core, and do not intend to fund future operational expenses incurred in excess of SAFE Note funding secured. |
a) | Each SOFR Loan bears interest for each day at a rate per annum equal to Adjusted Term SOFR, as defined in the Senior Secured Agreement, plus the Applicable Margin, as defined in the Senior Secured |
Agreement. The Applicable Margin can vary between 2.00% and 2.50% based on the leverage ratio of the Company. |
b) | Each ABR Loan (including any swingline loan) bears interest at a rate per annum equal to the highest of the Prime Rate in effect on such day, the Federal Funds Effective Rate in effect on such day plus 0.50%, and the Adjusted Term SOFR, as defined in the Senior Secured Agreement, for a one-month tenor in effect on such day plus 1.00% (“ABR”); plus the Applicable Margin, as defined in the Senior Secured Agreement. The Applicable Margin can vary between 1.00% and 1.50% based on the leverage ratio of the Company. |
Year ended December 31, |
||||||||
2021 |
2020 |
|||||||
(amounts in US Dollars) |
(in thousands) |
|||||||
Net cash (used in) provided by operating activities |
$ | (6,313 | ) | $ | 17,366 | |||
Net cash used in investing activities |
$ | (2,299 | ) | $ | (2,270 | ) | ||
Net cash provided by (used in) financing activities |
$ | 91,938 | $ | (5,420 | ) |
• | Increase in cash paid for Business Combination and public company preparedness related expenses of $12.7 million. |
• | Increase in cash paid related to media inventory of $13.5 million. |
• | Increase in cash paid for employee expenses primarily due to the increase in headcount of $11.7 million. |
• | Increase in cash paid for income taxes of $10.8 million. |
• | Increase in cash paid for management fees of $5.2 million as a result of the Business Combination. |
• | Payment of lease termination fee of $4.2 million in the year ended December 31, 2021. |
• | Timing differences of certain payments and collections. DPO decreased 12.5% to 49 days for the year ended December 31, 2021 from 56 days for the year ended December 31, 2020 and DSO decreased 7.4% to 88 days for the year ended December 31, 2021from 95 days for the year ended December 31, 2020. |
• | Cash collected for revenue increased $39.0 million. |
• | Advance capability differentiation and innovation: ad-targeting, measured by the specific business metrics our customers designate. We will continue to innovate and maintain focus on delivering solutions that deliver compelling value to customers. We believe that as we execute our product and technology roadmap, supported and accelerated by greater investment, we will heighten our differentiation in the area of data-driven and machine-learning powered predictive advertising. |
• | Capitalize on market and regulatory trends favoring privacy-forward solutions. ad-targeting. We plan to accelerate marketing efforts to highlight our advantages to advertisers seeking solutions not reliant on cookies or one-to-one |
• | Gain share through sales team growth, brand direct initiatives, further development of verticalized value-added offerings and expansion of Direct Access offering: |
• | Further capitalize on capabilities in rapidly expanding CTV market: |
• | International Expansion: |
• | Growth through acquisitions: |
• | Our machine-learning powered platform has been developed in-house since 2012 under the consistent management of a long-tenured and dedicated team; |
• | We have operationalized into our platform advanced data science techniques in a manner that makes large and disparate data sets actionable in a real-time bidding environment; |
• | Unlike other programmatic advertising competitors, whose ad-targeting practices may be reliant on the availability of cookies and other individualized ID-based user profiles, our machine learning-based targeting approach is statistical, not individualized; |
• | Our approach to impression-specific predictive scoring is unique, effective and drives value and ROAS for our customers; |
• | Our platform is omni-channel and highly scalable, covering a wide range of inventory/publication types and digital screens; |
• | Our platform is highly efficient and automated, offering platform users ease of use and complex KPI attainment while facilitating operating leverage that drives strong financial performance; |
• | Our verticalized solutions layer value-added custom services on top of our core platform advantages; |
• | Our privacy-forward approach to data provides international expansion opportunities in markets where personalized and individualized ad-targeting is disfavored or not permitted; and |
• | We offer value-added services for customers who desire “one-stop” programmatic executions, including strategy, creative, customer success, campaign optimization, data and analytics, data science as a service, and compliance support. |
Name |
Age |
Position | ||||
Executive Officers: | ||||||
James Lawson |
49 | Chief Executive Officer and Director | ||||
Charles Jordan |
58 | Chief Financial Officer, Secretary and Vice President | ||||
Andrew L. Anderson |
52 | Chief Technology Officer | ||||
Bill Todd |
49 | Chief Revenue Officer | ||||
Non-Employee Directors: | ||||||
Eric Tencer (1) |
43 | Chairperson and Director | ||||
Richard Boghosian |
34 | Director | ||||
Danielle Qi |
37 | Director | ||||
John Black (2) |
58 | Director | ||||
Zia Uddin (3) |
50 | Director | ||||
Ben Tatta (1)(3) |
56 | Director | ||||
Vineet Mehra (2) |
43 | Director | ||||
Kihara Kiarie (3) |
47 | Director |
1 | Member of the Compensation Committee |
2 | Member of the Nominating and Corporate Governance Committee |
3 | Member of the Audit Committee |
• | the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by the Company; |
• | pre-approving all audit and permitted non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by the Company, and establishing pre-approval policies and procedures; |
• | reviewing and discussing with the independent auditors all relationships the auditors have with the Company in order to evaluate their continued independence; |
• | setting clear hiring policies for employees or former employees of the independent auditors; |
• | setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditor’s internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; |
• | reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to the Company entering into such transaction; and |
• | reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding the Company’s financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. |
• | identifying, screening and reviewing individuals qualified to serve as directors and recommending to the Board candidates for nomination for election at the annual meeting of stockholders or to fill vacancies on the Board; |
• | developing, recommending to the Board and overseeing implementation of our corporate governance guidelines; |
• | coordinating and overseeing the annual self-evaluation of the Board, its committees, individual directors and management in the governance of the company; and |
• | reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of |
such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; |
• | reviewing and approving on an annual basis the compensation of our other officers; |
• | reviewing on an annual basis our executive compensation policies and plans; |
• | implementing and administering our incentive compensation and equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | if required, producing a report on executive compensation to be included in our annual proxy statement; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
• | James Lawson, Chief Executive Officer |
• | William Todd, Chief Revenue Officer |
• | Charles Jordan, Chief Financial Officer |
• | Theodore Koenig, former Chairman and Chief Executive Officer of MCAP |
Name and Principal Position |
Year |
Salary ($) |
Bonus ($) (1) |
Non-Equity Incentive Plan Compensation Option Awards ($) (2) |
All Other Compensation ($) (3) |
Stock Awards ($) (4) |
Total ($) |
|||||||||||||||||||||
James Lawson |
2020 | 425,000 | 0 | 300,000 | 11,400 | 736,400 | ||||||||||||||||||||||
Chief Executive Officer |
2021 | 450,000 | 2,250,000 | 322,500 | 11,600 | 2,895,833 | 5,929,933 | |||||||||||||||||||||
Bill Todd |
2020 | 341,250 | 0 | 360,000 | 11,400 | 712,650 | ||||||||||||||||||||||
Chief Revenue Officer |
2021 | 360,000 | 325,000 | 320,760 | 11,600 | 1,017,360 | ||||||||||||||||||||||
Charles Jordan |
2020 | 302,500 | 0 | 165,000 | 10,632 | 478,132 | ||||||||||||||||||||||
Chief Financial Officer |
2021 | 327,500 | 450,000 | 180,000 | 11,600 | 969,100 |
1. | The amounts reported in the Bonus column reflect bonuses paid in connection with the closing of the Business Combination. |
2. | The amounts reported in the Non-Equity Incentive Plan Compensation column reflect bonuses earned by the NEOs under the annual bonus plan for the fiscal years ended December 31, 2020 and December 31, 2021. |
3. | This amount reflects matching contributions made to the 401(k) profit sharing plan with respect to each named executive officer. |
4. | The amount reported in the “Stock Awards” column reflects the aggregate grant date fair value of the restricted interest units in Legacy AdTheorent granted to Mr. Lawson, calculated in accordance with FASB ASC 718. |
Name | Opportunity | Percentage | Amount | |||||||||
James Lawson |
$ | 240,000 | 134 | % | $ | 322,500 | ||||||
Bill Todd |
$ | 325,000 | 99 | % | $ | 320,760 | ||||||
Chuck Jordan |
$ | 120,000 | 150 | % | $ | 180,000 |
Name |
Grant Date |
Number of Securities Underlying Unexercised Options Exercisable (#) |
Option Awards Number of Securities Underlying Unexercised Option Unexercisable (#) |
Options Exercise Price ($) |
Option Expiration Date |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
Equity Incentive Plan Awards: Market Value or Unearned Shares or Units or Other Rights That Have Not Vested ($) (1) |
|||||||||||||||||||||
James Lawson |
10/1/17 | 820,731 | 0 | 0.47 | 10/1/27 | — | — | |||||||||||||||||||||
5/6/19 | (2) |
827,570 | 118,224 | 0.74 | 5/6/29 | — | — | |||||||||||||||||||||
7/28/21 | (3) |
— | — | — | 7/28/31 | 273,464 | 1,605,234 | |||||||||||||||||||||
Bill Todd |
5/6/19 | (4) |
493,367 | 77,274 | 0.74 | 5/6/29 | — | — | ||||||||||||||||||||
Chuck Jordan |
10/1/17 | 112,548 | 0 | 0.47 | 10/1/27 | — | — | |||||||||||||||||||||
2/15/18 | 78,158 | 0 | 0.59 | 2/15/28 | — | — | ||||||||||||||||||||||
5/6/19 | (5) |
58,619 | 19,539 | 0.74 | 5/6/29 | — | — |
1. | Amounts are based on the closing price of our Common Stock on December 31, 2021, which was $5.87. |
2. | The portion of the option that remains unvested has a time-based vesting schedule. 87.5% of this option grant was vested as of December 31, 2021, with the remaining unvested portion of this option vesting at a rate of approximately 1% per month (or approximately 9,852 shares per month), subject to Mr. Lawson’s continuous employment through each vesting date. |
3. | The award has a time-based vesting schedule. 50% of these restricted interest units vest on July 1, 2022. The remaining 50% of these restricted interest units vest in four equal quarterly installments thereafter, such that the restricted interest units will be fully vested on the two-year anniversary of the grant date. |
4. | The portion of the option that remains unvested has a time-based vesting schedule. Approximately 74% of this option grant was vested as of December 31, 2021, with the remaining unvested portion of this option vesting at a rate of approximately 1% per month (or approximately 5,944 shares per month), subject to Mr. Todd remaining continuously employed through each vesting date. |
5. | The option has a time-based vesting schedule. 75% of this option grant was vested as of December 31, 2021, with the remaining unvested portion of this option vesting on December 31, 2022, subject to Mr. Jordan remaining continuously employed through such date. |
• | three (3) independent directors, which individuals shall initially be Messrs. Kiarie, Tatta and Uddin (collectively, the “Independent Directors”) and shall thereafter be nominated by the Board (or any duly authorized committee thereof in accordance with the Charter, Bylaws, or other corporate governance documents of the Company); provided, that at least one of the Independent Directors must qualify as an “audit committee financial expert” within the meaning of U.S. Securities and Exchange Commission Regulation S-K; |
• | four (4) director nominees nominated by H.I.G., for so long as H.I.G. beneficially owns 20% or more of our Common Stock of the Company, three (3) directors 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 the Company, two (2) directors 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 the Company, 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 the Company; |
• | one (1) director nominated by the Sponsor for so long as the Sponsor and its affiliates beneficially own 1% or more of the outstanding shares of Common Stock of the Company; and |
• | one (1) director who shall be the individual serving as the Chief Executive Officer of the Company (the “CEO Director”), which individual shall initially be James Lawson. |
• | Each person who is known by the Company to be the beneficial owner of more than five percent (5%) of the outstanding shares of the Common Stock; |
• | each executive officer and director of the Company; and |
• | all current executive officers and directors of the Company, as a group. |
Number of Shares of Common Stock |
% |
|||||||
Name and Address of Beneficial Owner (1) |
||||||||
Directors and Executive Officers |
||||||||
James Lawson (2) |
2,667,340 | 3.1 | % | |||||
Charles Jordan (3) |
257,467 | * | ||||||
William Todd (4) |
529,033 | * | ||||||
John Black (5) |
34,064,174 | 39.7 | % | |||||
Richard Boghosian (5) |
34,064,174 | 39.7 | % | |||||
Eric Tencer (5) |
34,064,174 | 39.7 | % | |||||
Danielle Qi (5) |
34,064,174 | 39.7 | % | |||||
Zia Uddin (6) |
— | — | ||||||
Ben Tatta |
— | — | ||||||
Vineet Mehra |
— | — | ||||||
Kihara Kiarie |
— | — | ||||||
All directors and executive officers as a group (12 individuals) (7) |
3,725,820 | 4.2 | % | |||||
Five Percent Holders: |
||||||||
MCAP Acquisition, LLC (8) |
7,873,250 | 9.2 | % | |||||
Theodore L. Koenig (9) |
11,598,104 | 13.5 | % | |||||
H.I.G. Growth—AdTheorent, LLC (10) |
34,064,174 | 39.7 | % | |||||
Corbin Capital Partners, L.P. (11) |
4,537,500 | 5.3 | % | |||||
Anthony Iacovone (12) |
5,849,234 | 6.8 | % |
* | Less than 1%. |
(1) | Unless otherwise noted, the business address of each of the following individuals is 330 Hudson Street, 13th Floor, New York, New York 10013. |
(2) | Includes 1,648,301 shares subject to options exercisable within 60 days of April 4, 2022. |
(3) | Includes 257,467 shares subject to options exercisable within 60 days of April 4, 2022. |
(4) | Includes 529,033 shares subject to options exercisable within 60 days of April 4, 2022. |
(5) | H.I.G. Growth—AdTheorent, LLC is the record holder of the shares reported herein. Messrs. Black, |
Boghosian and Tencer and Ms. Qi, as members of our Board, indirect members of H.I.G. Growth—AdTheorent, LLC and agents of entities affiliated with H.I.G. Growth—AdTheorent, LLC, may be deemed to share voting and investment power with regard to the shares held directly by H.I.G. Growth—AdTheorent, LLC, but disclaim beneficial ownership in the securities, except to the extent of any pecuniary interest in such securities. H.I.G. Growth—AdTheorent, LLC is located at 1450 Brickell Avenue, 31st Floor, Miami, FL 33131. |
(6) | Mr. Uddin holds economic interests in MCAP Acquisition, LLC and pecuniary interests in certain of the securities held by MCAP Acquisition, LLC. Mr. Uddin disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
(7) | Excludes 34,064,174 shares held by H.I.G. Growth—AdTheorent LLC, which may be deemed to be beneficially owned by Messrs. Black, Boghosian and Tencer and Ms. Qi (see related discussion in note (5) above). |
(8) | Includes 7,873,250 shares held by MCAP Acquisition, LLC. Mr. Koenig may be deemed to beneficially own shares held by MCAP Acquisition, LLC by virtue of his control over Monroe Capital Management Advisors, LLC, the manager of MCAP, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. The address of MCAP Acquisition, LLC is 311 South Wacker Drive, Suite 6400, Chicago, Illinois 60606. |
(9) | Interests include 7,873,250 shares held by MCAP, 500,000 shares acquired by funds (“Monroe Funds”) managed by Monroe Capital, LLC and/or its affiliates (“Monroe”) in their capacities as PIPE Investors, 1,720,413 shares issued to Monroe Funds as consideration in connection with the Business Combination and 1,504,441 shares acquired by Monroe Funds according to Forms 4 filed on December 10, 2021, December 13, 2021, December 14, 2021, December 15, 2021, December 16, 2021, December 20, 2021, December 21, 2021 (two filings), and December 23, 2021. Mr. Koenig may be deemed to beneficially own (i) shares held by the Sponsor by virtue of his control over Monroe Capital Management Advisors, LLC, the manager of the Sponsor, and (ii) shares acquired by Monroe Funds by virtue of his position as Chief Executive Officer of Monroe, but Mr. Koenig disclaims beneficial ownership of such shares held by the Sponsor and the Monroe Funds, except to the extent of any pecuniary interest therein. Mr. Koenig’s address is c/o Monroe Capital, LLC, 311 South Wacker Drive, Suite 6400, Chicago, Illinois 60606. |
(10) | Includes 34,064,174 shares held by H.I.G. Growth—AdTheorent, LLC. H.I.G.-GPII, Inc. is the sole managing member of H.I.G. Growth—AdTheorent, LLC, and has sole voting and dispositive power with respect to the shares held by H.I.G. Growth—AdTheorent, LLC. Sami Mnaymneh and Anthony Tamer, the directors of H.I.G.-GPII, Inc., have shared voting and dispositive power with respect to the shares held by H.I.G. Growth—AdTheorent, LLC. Messrs. Mnaymneh and Tamer may be deemed to be indirect beneficial owners of the reported securities, but disclaim beneficial ownership in the securities, except to the extent of any pecuniary interest in such securities. The address of H.I.G. Growth—AdTheorent, LLC is 1450 Brickell Avenue, 31st Floor, Miami, FL 33131. |
(11) | Based solely upon a Schedule 13G filed on February 14, 2022. Consists of (i) 3,712,500 shares of common stock and (ii) 825,000 shares of common stock issuable upon the exercise of warrants. Corbin Capital Partners, L.P. and Corbin Capital Partners GP, LLC share voting and dispositive control with respect to the shares held by Corbin Capital Partners, L.P. Daniel Friedman may be deemed to be an indirect beneficial owner of the reported securities. The address of both Corbin Capital Partners, L.P. and Corbin Capital Partners GP, LLC is 590 Madison Avenue, 31st Floor, New York, NY 10022. |
(12) | Mr. Iacovone’s business address is c/o AJI Capital 315 Main Street 2nd Floor Huntington NY 11743. |
Selling Securityholders |
||||||||||||||||||||||||||||||||
Shares of Common Stock Beneficially Owned Prior to Offering |
Private Warrants Beneficially Owned Prior to Offering |
Shares of Common Stock Offered |
Private Warrants Offered |
Shares of Common Stock Beneficially Owned After the Offered Shares are Sold |
% |
Private Warrants Beneficially Owned After the Offered Private Placement Warrants are Sold |
% |
|||||||||||||||||||||||||
MCAP Acquisition, LLC (1) |
7,873,250 | (2) |
5,432,237 | (3) |
13,305,487 | (2) |
5,432,237 | (3) |
— | — | — | — | ||||||||||||||||||||
Thomas Allison (4) |
11,000 | — | 11,000 | — | — | — | — | — | ||||||||||||||||||||||||
John Chrystal (5) |
11,000 | — | 11,000 | — | — | — | — | — | ||||||||||||||||||||||||
Roger Schoenfeld (6) |
11,000 | — | 11,000 | — | — | — | — | — | ||||||||||||||||||||||||
Loop Capital Markets LLC (7) |
100,000 | — | 100,000 | — | — | — | — | — | ||||||||||||||||||||||||
Corbin ERISA Opportunity Fund, Ltd. (8) |
507,375 | — | 507,375 | — | — | — | — | — | ||||||||||||||||||||||||
Corbin Opportunity Fund, L.P. (9) |
222,750 | — | 222,750 | — | — | — | — | — | ||||||||||||||||||||||||
Pinehurst Partners, L.P. (10) |
507,375 | — | 507,375 | — | — | — | — | — | ||||||||||||||||||||||||
CAZ PEA2 MCAC Aggregator, LP (11) |
812,500 | — | 812,500 | — | — | — | — | — | ||||||||||||||||||||||||
Palantir Technologies Inc. (12) |
1,500,000 | — | 1,500,000 | — | — | — | — | — | ||||||||||||||||||||||||
KB Securities Co., Ltd. (as trustee of Hana Alternative Investment Professional Private trustNo. 175-1) (13) |
4,000,000 | — | 4,000,000 | — | — | — | — | — | ||||||||||||||||||||||||
KB Securities Co., Ltd. (as trustee of Hana Alternative Investment Professional Private trustNo. 175-2) (14) |
4,000,000 | — | 4,000,000 | — | — | — | — | — | ||||||||||||||||||||||||
Monroe Capital Opportunistic Private Credit Master Fund SCSp (15) |
200,445 | — | 200,445 | — | — | — | — | — | ||||||||||||||||||||||||
Monroe Capital Private Credit Fund 559 LP (16) |
200,445 | — | 200,445 | — | — | — | — | — | ||||||||||||||||||||||||
Monroe Capital Private Credit Master Fund IV (Unleveraged) SCSp (17) |
200,445 | — | 200,445 | — | — | — | — | — | ||||||||||||||||||||||||
Monroe Private Credit Fund A LP (18) |
1,156,499 | — | 1,156,499 | — | — | — | — | — | ||||||||||||||||||||||||
Monroe Capital Private Credit Master Fund IV SCSp (19) |
601,331 | — | 601,331 | — | — | — | — | — |
Selling Securityholders |
||||||||||||||||||||||||||||||||
Shares of Common Stock Beneficially Owned Prior to Offering |
Private Warrants Beneficially Owned Prior to Offering |
Shares of Common Stock Offered |
Private Warrants Offered |
Shares of Common Stock Beneficially Owned After the Offered Shares are Sold |
% |
Private Warrants Beneficially Owned After the Offered Private Placement Warrants are Sold |
% |
|||||||||||||||||||||||||
Anthony Iacovone |
5,813,255 | — | 5,813,255 | — | — | — | — | — | ||||||||||||||||||||||||
Charles L. Jordan |
250,953 | — | 268,864 | (20) |
— | — | — | — | — | |||||||||||||||||||||||
James Andrew Lawson |
2,667,340 | — | 3,059,028 | (21) |
— | — | — | — | — | |||||||||||||||||||||||
H.I.G. Growth— AdTheorent, LLC |
34,064,174 | — | 34,064,174 | — | — | — | — | — | ||||||||||||||||||||||||
Joshua David Walsh (22) |
2,301,106 | — | 2,301,106 | — | — | — | — | — | ||||||||||||||||||||||||
Scott Russo (23) |
1,922,784 | — | 1,922,784 | — | — | — | — | — | ||||||||||||||||||||||||
Bill Todd |
505,255 | (24) |
570,641 | (25) |
||||||||||||||||||||||||||||
Monroe Capital Corporation (26) |
177,362 | — | 177,362 | — | — | — | — | — | ||||||||||||||||||||||||
Monroe Capital Partners Fund LP (27) |
248,307 | — | 248,307 | — | — | — | — | — | ||||||||||||||||||||||||
Monroe Capital Private Credit Fund I LP (28) |
601,163 | — | 601,163 | — | — | — | — | — | ||||||||||||||||||||||||
Monroe Capital Private Credit Fund II (Unleveraged) LP (29) |
65,301 | — | 65,301 | — | — | — | — | — | ||||||||||||||||||||||||
Monroe Capital Private Credit Fund II LP (30) |
198,610 | — | 198,610 | — | — | — | — | — | ||||||||||||||||||||||||
Monroe Capital Private Credit Fund II-O (Unleveraged Offshore) LP(31) |
74,946 | 74,946 |
* | Less than one percent |
(1) | The address of MCAP Acquisition, LLC is 311 South Wacker Drive, Suite 6400, Chicago, Illinois 60606. The manager of the Sponsor is Monroe Capital Management Advisors, LLC (“MCMA”). Theodore L. Koenig is the Chief Executive Officer of MCMA and may be deemed to beneficially own shares held by the Sponsor by virtue of his control over MCMA. Mr. Koenig disclaims beneficial ownership of the securities held by the Sponsor other than to the extent of his pecuniary interest in such securities. |
(2) | Includes 7,873,250 shares of Common Stock exchanged in the Business Combination for Class B common stock issued by MCAP Acquisition Corporation to the Sponsor in a private placement prior to MCAP Acquisition Corporation’s initial public offering. These shares are subject to a contractual lock-up pursuant to a letter agreement as of February 25, 2021. Subject to certain limited exceptions, such securities cannot be transferred for one year following the Business Combination; provided that the lock-up will terminate if the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after the date of the Business Combination. Also, includes 5,432,237 shares of Common Stock underlying the 5,432,237 Private Warrants. See related discussion in note 3 below. |
(3) | Includes 5,432,237 Private Warrants. These Warrants and the shares of Common Stock underlying the Warrants are subject to a contractuallock-uppursuant to a letter agreement dated February 25, 2021. Subject to certain limited exceptions, such Warrants and the shares underlying such Warrants cannot be transferred for 30 days following the Business Combination. |
(4) | Mr. Allison served on the board of directors of MCAP Acquisition Corporation until the completion of the Business Combination on December 22, 2021. |
(5) | Mr. Chrystal served on the board of directors of MCAP Acquisition Corporation until the completion of the Business Combination on December 22, 2021. |
(6) | Mr. Schoenfeld served on the board of directors of MCAP Acquisition Corporation until the completion of the Business Combination on December 22, 2021. |
(7) | The address of Loop Capital Markets LLC is 111 West Jackson Blvd., Chicago, Illinois 60604. |
(8) | The address of Corbin ERISA Opportunity Fund, Ltd. is 590 Madison Ave, 31stFloor, New York, New York 10022. |
(9) | The address of Corbin Opportunity Fund, L.P. is 590 Madison Ave, 31stFloor, New York, New York 10022. |
(10) | The address of Pinehurst Partners, L.P. is 590 Madison Ave, 31stFloor, New York, New York 10022. |
(11) | The address of CAZ PEA2 MCAC Aggregator, LP is One Riverway, Suite 2000, Houston, Texas 77056. |
(12) | The address of Palantir Technologies Inc. is 1555 Blake Street, Suite 250, Denver, Colorado 80202. |
(13) | The address of KB Securities Co., Ltd. (as trustee of Hana Alternative Investment Professional Private trustNo. 175-1) is 50,Yeouinaru-ro,Yeongdeungpo-gu,Seoul, |
(14) | The address of KB Securities Co., Ltd. (as trustee of Hana Alternative Investment Professional Private trustNo. 175-2) is 50,Yeouinaru-ro,Yeongdeungpo-gu,Seoul, |
(15) | The address of Monroe Capital Opportunistic Private Credit Master Fund SCSp is 311 South Wacker Drive, Suite 6400, Chicago, Illinois 60606. Monroe Capital Opportunistic Private Credit Master Fund SCSp is managed by Monroe Capital LLC and/or its affiliates (“Monroe”). Theodore L. Koenig is the Chief Executive Officer of Monroe. By reason of the provisions of Rules13d-3and16a-1under the Securities Exchange Act of 1934, as amended, Mr. Koenig may be deemed to be the beneficial owner of the securities beneficially owned by Monroe Capital Opportunistic Private Credit Master Fund SCSp. Mr. Koenig disclaims beneficial ownership of the securities held by Monroe Capital Opportunistic Private Credit Master Fund SCSp other than to the extent of his pecuniary interest in such securities. Includes 50,000 shares of Common Stock purchased in the PIPE financing and 150,445 shares of Common Stock purchased in open market transactions. |
(16) | The address of Monroe Capital Private Credit Fund 559 LP is 311 South Wacker Drive, Suite 6400, Chicago, Illinois 60606. Monroe Capital Private Credit Fund 559 LP is managed by Monroe. Theodore L. Koenig is the Chief Executive Officer of Monroe. By reason of the provisions of Rules13d-3and16a-1under the Securities Exchange Act of 1934, as amended, Mr. Koenig may be deemed to be the beneficial owner of the securities beneficially owned by Monroe Capital Private Credit Fund 559 LP. Mr. Koenig disclaims beneficial ownership of the securities held by Monroe Capital Private Credit Fund 559 LP other than to the extent of his pecuniary interest in such securities. Includes 50,000 shares of Common Stock purchased in the PIPE Financing and 150,445 shares of Common Stock purchased in open market transactions. |
(17) | The address of Monroe Capital Private Credit Master Fund IV (Unleveraged) SCSp is 311 South Wacker Drive, Suite 6400, Chicago, Illinois 60606. Monroe Capital Private Credit Master Fund IV (Unleveraged) SCSp LP is managed by Monroe. Theodore L. Koenig is the Chief Executive Officer of Monroe. By reason of the provisions of Rules13d-3and16a-1under the Securities Exchange Act of 1934, as amended, Mr. Koenig may be deemed to be the beneficial owner of the securities beneficially owned by Monroe Capital Private Credit Master Fund IV (Unleveraged) SCSp. Mr. Koenig disclaims beneficial ownership of the securities held by Monroe Capital Private Credit Master Fund IV (Unleveraged) SCSp other than to the extent of his pecuniary interest in such securities. Includes 50,000 shares of Common Stock purchased in the PIPE Financing and 150,445 shares of Common Stock purchased in open market transactions. |
(18) | The address of Monroe Private Credit Fund A LP is 311 South Wacker Drive, Suite 6400, Chicago, Illinois 60606. Monroe Private Credit Fund A LP is managed by Monroe. Theodore L. Koenig is the Chief Executive Officer of Monroe. By reason of the provisions of Rules 13d-3 and 16a-1 under the Securities Exchange Act of 1934, as amended, Mr. Koenig may be deemed to be the beneficial owner of the securities beneficially owned by Monroe Private Credit Fund A LP. Mr. Koenig disclaims beneficial ownership of the securities held by Monroe Private Credit Fund A LP other than to the extent of his pecuniary interest in such securities. Includes 200,000 shares of Common Stock purchased in the PIPE Financing, 354,724 shares of Common Stock issued as consideration in connection with the Business Combination and 601,775 shares of Common Stock purchased in open market transactions. |
(19) | The address of Monroe Capital Private Credit Master Fund IV SCSp is 311 South Wacker Drive, Suite 6400, Chicago, Illinois 60606. Monroe Capital Private Credit Master Fund IV SCSp is managed by Monroe. Theodore L. Koenig is the Chief Executive Officer of Monroe. By reason of the provisions of Rules13d-3 and 16a-1 under the Securities Exchange Act of 1934, as amended, Mr. Koenig may be deemed to be the beneficial owner of the securities beneficially owned by Monroe Capital Private Credit Master Fund IV SCSp. Mr. Koenig disclaims beneficial ownership of the securities held by Monroe Capital Private Credit Master Fund IV SCSp other than to the extent of his pecuniary interest in such securities. Includes 150,000 shares of Common Stock purchased in the PIPE financing and 451,331 shares of Common Stock purchased in open market transactions. |
(20) | Includes 268,864 options to purchase shares of Common Stock, 250,953 of which are exercisable within 60 days of December 22, 2021. |
(21) | Includes 1,766,525 options to purchase shares of Common Stock and 273,464 restricted interest units, 1,648,301 of which are exercisable within 60 days of December 22, 2021. |
(22) | Includes 498,263 options to purchase shares of Common Stock, all of which are fully vested. |
(23) | Includes 903,745 options to purchase shares of Common Stock, all of which are fully vested. |
(24) | Represents 505,255 shares subject to options exercisable within 60 days of December 22, 2021 (493,367 of which were fully vested and 11,888 of which will vest within 60 days of December 22, 2021). |
(25) | Includes 570,641 options to purchase shares of Common Stock, 505,255 of which are exercisable within 60 days of December 22, 2021. |
(26) | The address of Monroe Capital Corporation is 311 South Wacker Drive, Suite 6400, Chicago, Illinois 60606. Monroe Capital Corporation is an affiliate of Monroe. Theodore L. Koenig is the Chief Executive Officer of Monroe. By reason of the provisions of Rules 13d-3 and 16a-1 under the Securities Exchange Act of 1934, as amended, Mr. Koenig may be deemed to be the beneficial owner of the securities beneficially owned by Monroe Capital Corporation. Mr. Koenig disclaims beneficial ownership of the securities held by Monroe Capital Corporation other than to the extent of his pecuniary interest in such securities. Represents 177,362 shares of Common Stock issued as consideration in connection with the Business Combination. |
(27) | The address of Monroe Capital Partners Fund LP is 311 South Wacker Drive, Suite 6400, Chicago, Illinois 60606. Monroe Capital Partners Fund LP is managed by Monroe. Theodore L. Koenig is the Chief Executive Officer of Monroe. By reason of the provisions of Rules 13d-3 and 16a-1 under the Securities Exchange Act of 1934, as amended, Mr. Koenig may be deemed to be the beneficial owner of the securities beneficially owned by Monroe Capital Partners Fund LP. Mr. Koenig disclaims beneficial ownership of the securities held by Monroe Capital Partners Fund LP other than to the extent of his pecuniary interest in such securities. Represents 248,307 shares of Common Stock issued as consideration in connection with the Business Combination. |
(28) | The address of Monroe Capital Private Credit Fund I LP is 311 South Wacker Drive, Suite 6400, Chicago, Illinois 60606. Monroe Capital Private Credit Fund I LP is managed by Monroe. Theodore L. Koenig is the Chief Executive Officer of Monroe. By reason of the provisions of Rules 13d-3 and 16a-1 under the Securities Exchange Act of 1934, as amended, Mr. Koenig may be deemed to be the beneficial owner of the securities beneficially owned by Monroe Capital Private Credit Fund I LP. Mr. Koenig disclaims beneficial ownership of the securities held by Monroe Capital Private Credit Fund I LP other than to the extent of his pecuniary interest in such securities. Represents 601,163 shares of Common Stock issued as consideration in connection with the Business Combination. |
(29) | The address of Monroe Capital Private Credit Fund II (Unleveraged) LP is 311 South Wacker Drive, Suite 6400, Chicago, Illinois 60606. Monroe Capital Private Credit Fund II (Unleveraged) LP is managed by Monroe. Theodore L. Koenig is the Chief Executive Officer of Monroe. By reason of the provisions of Rules 13d-3 and 16a-1 under the Securities Exchange Act of 1934, as amended, Mr. Koenig may be deemed to be the beneficial owner of the securities beneficially owned by Monroe Capital Private Credit Fund II (Unleveraged) LP. Mr. Koenig disclaims beneficial ownership of the securities held by Monroe Capital Private Credit Fund II (Unleveraged) LP other than to the extent of his pecuniary interest in such securities. Represents 65,301 shares of Common Stock issued as consideration in connection with the Business Combination. |
(30) | The address of Monroe Capital Private Credit Fund II LP is 311 South Wacker Drive, Suite 6400, Chicago, Illinois 60606. Monroe Capital Private Credit Fund II LP is managed by Monroe. Theodore L. Koenig is the Chief Executive Officer of Monroe. By reason of the provisions of Rules 13d-3 and 16a-1 under the Securities Exchange Act of 1934, as amended, Mr. Koenig may be deemed to be the beneficial owner of the securities beneficially owned by Monroe Capital Private Credit Fund II LP. Mr. Koenig disclaims beneficial ownership of the securities held by Monroe Capital Private Credit Fund II LP other than to the extent of his pecuniary interest in such securities. Represents 198,610 shares of Common Stock issued as consideration in connection with the Business Combination. |
(31) | The address of Monroe Capital Private Credit Fund II-O (Unleveraged Offshore) LP is 311 South Wacker Drive, Suite 6400, Chicago, Illinois 60606. Monroe Capital Private Credit Fund II-O (Unleveraged Offshore) LP is managed by Monroe. Theodore L. Koenig is the Chief Executive Officer of Monroe. By reason of the provisions of Rules 13d-3 and 16a-1 under the Securities Exchange Act of 1934, as amended, Mr. Koenig may be deemed to be the beneficial owner of the securities beneficially owned by Monroe Capital Private Credit Fund II-O (Unleveraged Offshore) LP. Mr. Koenig disclaims beneficial ownership of the securities held by Monroe Capital Private Credit Fund II-O (Unleveraged Offshore) LP other than to the extent of his pecuniary interest in such securities. Represents 74,946 shares of Common Stock issued as consideration in connection with the Business Combination. |
• | purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus; |
• | ordinary brokerage transactions and transactions in which the broker solicits purchasers; |
• | block trades in which the broker-dealer so engaged will attempt to sell the offered securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
• | an over-the-counter |
• | through trading plans entered into by a Selling Securityholder pursuant to Rule 10b5-1 under the Exchange Act, that are in place at the time of an offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic sales of their securities on the basis of parameters described in such trading plans; |
• | through the distribution of the securities by any Selling Securityholder to its partners, members or stockholders; |
• | through one or more underwritten offerings on a firm commitment or best efforts basis; |
• | settlement of short sales entered into after the effective date the registration statement of which this prospectus is a part; |
• | agreements with broker-dealers to sell a specified number of the securities at a stipulated price per share or warrant; |
• | in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing at the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange or other similar offerings through sales agents; |
• | in privately negotiated transactions; |
• | in options transactions; |
• | through a combination of any of the above methods of sale; or |
• | any other method permitted pursuant to applicable law. |
• | the specific securities to be offered and sold; |
• | the names of the Selling Securityholders; |
• | the respective purchase prices and public offering prices, the proceeds to be received from the sale, if any, and other material terms of the offering; |
• | settlement of short sales entered into after the date of this prospectus; |
• | the names of any participating agents, broker-dealers or underwriters, if not already named herein; and |
• | any applicable commissions, discounts, concessions and other items constituting compensation from the Selling Securityholders. |
• | an individual who is a United States citizen or resident of the United States; |
• | a corporation (or other entity taxable as a corporation) created in, or organized under the law of, the United States or any state or political subdivision thereof; |
• | an estate the income of which is includible in gross income for United States federal income tax purposes regardless of its source; or |
• | a trust (A) the administration of which is subject to the primary supervision of a United States court and which has one or more United States persons (within the meaning of the Code) who have the authority to control all substantial decisions of the trust or (B) that has in effect a valid election under applicable Treasury regulations to be treated as a United States person. |
• | the gain is effectively connected with the conduct of a trade or business by the Non-U.S. Holder within the United States (and, if an applicable tax treaty so requires, is attributable to a U.S. permanent establishment or fixed base maintained by the Non-U.S. Holder); |
• | the Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are met; or |
• | we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the Non-U.S. Holder held our Common Stock or Warrants and, in the case where shares of our Common Stock are regularly traded on an established securities market, the Non-U.S. Holder has owned, directly or constructively, more than 5% of our common stock at any time within the shorter of the five-year period preceding the disposition or such Non-U.S. Holder’s holding period for the shares of our common stock. There can be no assurance that our Common Stock will be treated as regularly traded on an established securities market for this purpose. |
• | before the stockholder became interested, the board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; |
• | upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, shares owned by persons who are directors and also officers, and employee stock plans, in some instances; or |
• | at or after the time the stockholder became interested, the business combination was approved by the board of directors of the corporation and authorized at an annual or special meeting of the stockholders by the affirmative vote of at least 66% of the outstanding voting stock which is not owned by the interested stockholder. |
• | the issuer of the securities that was formerly a shell company has ceased to be a shell company; |
• | the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; |
• | the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and |
• | at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company. |
• | one percent (1%) of the total number of shares of Common Stock then outstanding; or |
• | the average weekly reported trading volume of the Common Stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale. |
Page |
||||
MCAP ACQUISITION CORPORATION FINANCIAL STATEMENTS |
||||
F-2 |
||||
F-3 |
||||
F-4 |
||||
F-5 |
||||
F-6 |
||||
F-22 |
||||
F-23 |
||||
F-24 |
||||
F-38 |
||||
F-39 |
||||
F-40 |
||||
F-41 |
||||
F-42 |
||||
F-43 |
||||
ADTHEORENT FINANCIAL STATEMENTS |
||||
F-52 |
||||
F-53 |
||||
F-54 |
||||
F-55 |
||||
F-56 |
||||
F-57 |
September 30, 2021 |
December 31, 2020 |
|||||||
(Unaudited) |
||||||||
ASSETS |
||||||||
Current Assets |
||||||||
Cash |
$ | 797,602 | $ | 25,000 | ||||
Prepaid expenses |
454,364 | — | ||||||
|
|
|
|
|||||
Total current assets |
1,251,966 | 25,000 | ||||||
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 | ||||
|
|
|
|
|||||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
Current liabilities |
||||||||
Accounts payable and accrued expenses |
$ | 545,835 | $ | 65,584 | ||||
Promissory note payable—related party |
— | 100,000 | ||||||
|
|
|
|
|||||
Total current liabilities |
545,835 | 165,584 | ||||||
Warrant liability |
23,591,000 | — | ||||||
Deferred underwriting fee payable |
11,068,750 | — | ||||||
|
|
|
|
|||||
Total liabilities |
35,205,585 | 165,584 | ||||||
|
|
|
|
|||||
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 | — | ||||||
|
|
|
|
|||||
Stockholders’ Equity |
||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none outstanding |
— | — | ||||||
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 0 and 0 issued and outstanding (excluding 31,625,000 and 0 shares subject to possible redemption), at September 30, 2021 and December 31, 2020, respectively |
— | — | ||||||
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 7,906,250 shares issued and outstanding (1) |
791 | 791 | ||||||
Additional paid in capital |
— | 24,209 | ||||||
Accumulated deficit |
(33,776,390 | ) | (18,950 | ) | ||||
|
|
|
|
|||||
Total Stockholders’ Equity |
(33,775,599 | ) | 6,050 | |||||
|
|
|
|
|||||
$ | 317,700,372 | $ | 171,634 | |||||
|
|
|
|
(1) | The shares and the associated amounts have been retroactively restated to reflect the stock dividend of 0.1 share of Class B common stock for each share of Class B common stock outstanding on February 25, 2021. |
For the Three Months Ended September 30, 2021 |
For the Nine Months Ended September 30, 2021 |
|||||||
Formation costs and other operating expenses |
$ | 504,323 | $ | 1,312,020 | ||||
|
|
|
|
|||||
Loss from operations |
(504,323 | ) | (1,312,020 | ) | ||||
Other Income (Loss): |
||||||||
Warrant issuance costs |
— | (832,378 | ) | |||||
Interest income |
4,070 | 20,386 | ||||||
Change in fair value of warrant liability |
(4,100,000 | ) | (772,251 | ) | ||||
Net loss |
$ | (4,600,253 | ) | $ | (2,896,263 | ) | ||
|
|
|
|
|||||
Weighted average shares outstanding of Class A redeemable common stock, basic and diluted |
31,625,000 | 24,674,451 | ||||||
Basic and diluted net loss per share of Class A redeemable common stock |
$ | (0.12 | ) | $ | (0.09 | ) | ||
Weighted average shares outstanding of Class B non-redeemable common stock, basic and diluted |
7,906,250 | 7,906,250 | ||||||
Basic and diluted net loss per share of Class B non-redeemable common stock |
$ | (0.12 | ) | $ | (0.09 | ) |
Class A Common Stock |
Class B Common Stock |
Additional Paid in Capital |
Accumulated Deficit |
Total Stockholders’ Equity |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance—December 31, 2020 |
— | $ | — | 7,906,250 | $ | 791 | $ | 24,209 | $ | (18,950 | ) | $ | 6,050 | |||||||||||||||
Sale of 31,625,000 Units, net of underwriter discount and offering costs |
31,625,000 | 3,163 | — | — | 285,381,838 | — | 285,385,001 | |||||||||||||||||||||
Common stock subject to redemption |
(31,625,000 | ) | (3,163 | ) | — | — | (285,406,047 | ) | (30,857,107 | ) | (316,266,317 | ) | ||||||||||||||||
Net income |
— | — | — | — | — | 1,703,990 | 1,703,990 | |||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||||||
Balance—June 30, 2021 |
— | — | 7,906,250 | 791 | — | (29,172,067 | ) | (29,171,276 | ) | |||||||||||||||||||
Common stock subject to redemption |
— | — | — | — | — | (4,070 | ) | (4,070 | ) | |||||||||||||||||||
Net loss |
— | — | — | — | — | (4,600,253 | ) | (4,600,253 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance—September 30, 2021 |
— | $ | — | 7,906,250 | $ | 791 | $ | — | $ | (33,776,390 | ) | $ | (33,775,599 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) | The shares and the associated amounts have been retroactively restated to reflect the stock dividend of 0.1 share of Class B common stock for each share of Class B common stock outstanding on February 25, 2021. |
Cash flow from operating activities: |
||||
Net loss |
$ (2,896,263 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||
Interest earned in Trust Account |
(20,386 | ) | ||
Change in fair value of warrant liability |
772,251 | |||
Transaction costs allocable to warrant liability |
832,378 | |||
Changes in operating assets and liabilities: |
||||
Prepaid expenses |
(632,384 | ) | ||
Accounts payable and accrued expenses |
530,385 | |||
|
|
|||
Net cash used in operating activities |
(1,414,019 | ) | ||
|
|
|||
Cash flows from investing activities: |
||||
Investment of cash in Trust Account |
(316,250,000 | ) | ||
|
|
|||
Net cash used in financing activities |
(316,250,000 | ) | ||
|
|
|||
Cash flows from financing activities: |
||||
Proceeds from sale of Units, net of underwriting discounts paid |
309,925,000 | |||
Proceeds from promissory note—related party |
150,000 | |||
Proceeds from sale of Private Placement Warrants |
8,975,000 | |||
Repayment of promissory note—related party |
(250,000 | ) | ||
Payments of deferred offering costs |
(363,379 | ) | ||
|
|
|||
Net cash provided by financing activities |
318,436,621 | |||
|
|
|||
Net change in cash |
772,602 | |||
Cash at the beginning of the period |
25,000 | |||
|
|
|||
Cash at the end of the period |
$ | 797,602 | ||
|
|
|||
Non-Cash investing and financing activities: |
||||
Initial classification of Class A common stock shares subject to possible redemption |
$ | 302,376,840 | ||
Change in value of class A common stock shares subject to possible redemption |
4,070 | |||
Deferred underwriting fee payable |
11,068,750 | |||
Initial measurement of warrants issued in connection with the Initial Public Offering accounted for as liabilities |
22,818,749 |
For the Three Months Ended September 30, 2021 |
For the Nine Months Ended September 30, 2021 |
|||||||
Class A common stock |
||||||||
Net loss allocable to Class A common stock |
$ | (3,680,202 | ) | $ | (2,193,437 | ) | ||
Basic and diluted weighted average shares outstanding |
31,625,000 | 24,674,451 | ||||||
|
|
|
|
|||||
Basic and diluted net loss per share |
$ | (0.12 | ) | $ | (0.09 | ) | ||
|
|
|
|
|||||
Non-Redeemable Class B common stock |
||||||||
Net loss allocable to Class B common stock |
$ | (920,051 | ) | $ | (702,826 | ) | ||
Basic and diluted weighted average shares outstanding |
7,906,250 | 7,906,250 | ||||||
|
|
|
|
|||||
Basic and diluted net loss per share |
$ | (0.12 | ) | $ | (0.09 | ) | ||
|
|
|
|
• | in whole and not in part; |
• | at a price of $0.01 per Public Warrant; |
• | upon not less than 30 days’ prior written notice of redemption to each warrant holder; and |
• | if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities) for any 20 trading days within a 30-trading day period commencing no earlier than the date the warrants become exercisable and ending on the third business day before the date on which the Company sends the notice of redemption to the warrant holders. |
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Level |
September 30, 2021 |
|||||||
Assets: |
||||||||
Cash and marketable securities held in Trust Account |
1 | $ | 316,270,386 | |||||
Liabilities: |
||||||||
Public Warrants |
1 | $ | 11,385,000 | |||||
Private Placement Warrants |
3 | $ | 12,206,000 |
Input |
March 2, 2021 |
|||
Risk-free interest rate |
0.71 | % | ||
Expected term (years) |
7 | |||
Expected Volatility |
13 | % | ||
Exercise Price |
$ | 11.50 | ||
Stock price |
$ | 9.55 |
Input |
September 30, 2021 |
|||
Risk-free interest rate |
0.98 | % | ||
Expected term (years) |
5.1 | |||
Expected Volatility |
12 | % | ||
Exercise Price |
$ | 11.50 | ||
Stock price |
$ | 9.87 |
Private Placement |
Public |
Warrant Liabilities |
||||||||||
Fair value |
$ | — | $ | — | $ | — | ||||||
Initial Measurement on March 2, 2021 |
8,376,666 | 14,442,083 | 22,818,749 | |||||||||
Change in valuation inputs or other assumptions (1)(2) |
3,829,334 | (3,057,083 | ) | 772,251 | ||||||||
|
|
|
|
|
|
|||||||
Fair value as of September 30, 2021 |
$ | 12,206,000 | $ | 11,385,000 | $ | 23,591,000 | ||||||
|
|
|
|
|
|
(1) | Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the Statement of Operations. |
(2) | Due to the use of quoted prices in an active market (Level 1) and the use of observable inputs for similar assets or liabilities (Level 2) to measure the fair values of the Public Warrants and Private Placement Warrants, respectively, subsequent to initial measurement, the Company had transfers out of Level 3 totaling approximately $22,819,000 during the period from March 31, 2021 through September 30,2021. Because of the inherent uncertainty of valuation, estimated values using Level 3 inputs may be materially higher or lower than the values that would have been used had a ready market for investments existed. Accordingly, the degree of judgement exercised by the Company in determining fair value is greatest for investments categorized in Level 3. |
As Previously Restated |
Adjustments |
As Restated |
||||||||||
March 2, 2021 |
March 2, 2021 |
|||||||||||
Total assets |
$ | 319,562,536 | $ | — | $ | 319,562,536 | ||||||
Total liabilities |
35,004,435 | — | 35,004,435 | |||||||||
Temporary equity (Class A ordinary shares subject to possible redemption) |
279,558,090 | 36,691,910 | 316,250,000 | |||||||||
Permanent equity: |
||||||||||||
Preferred stock |
— | — | — | |||||||||
Class A common stock |
368 | (368 | ) | — | ||||||||
Class B common stock |
791 | — | 791 | |||||||||
Additional paid-in capital |
5,850,752 | (5,850,752 | ) | — | ||||||||
Accumulated deficit |
851,900 | (30,840,790 | ) | (31,692,690 | ) | |||||||
Total permanent equity |
5,000,011 | (36,691,910 | ) | (31,691,899 | ) |
March 31, 2021 |
March 31, 2021 |
|||||||||||
Total assets |
$ | 318,615,345 | $ | — | $ | 318,615,345 | ||||||
Total liabilities |
33,989,034 | — | 33,989,034 | |||||||||
Temporary equity (Class A ordinary shares subject to possible redemption) |
279,626,302 | 36,629,820 | 316,256,122 | |||||||||
Permanent equity: |
||||||||||||
Preferred stock |
— | — | — | |||||||||
Class A common stock |
367 | (367 | ) | — | ||||||||
Class B common stock |
791 | — | 791 | |||||||||
Additional paid-in capital |
5,782,541 | (5,782,541 | ) | — | ||||||||
Accumulated deficit |
(783,690 | ) | (30,846,912 | ) | (31,630,602 | ) | ||||||
Total permanent equity |
5,000,009 | (36,629,820 | ) | (31,629,811 | ) |
As Previously Restated |
Adjustments |
As Restated |
||||||||||
March 31, 2021 |
March 31, 2021 |
|||||||||||
Redeemable Class A common stock |
||||||||||||
Numerator: |
||||||||||||
Allocation of loss to redeemable Class A common stock |
$ | 6,122 | $ | (443,116 | ) | $ | (436,994 | ) | ||||
Denominator: weighted average redeemable Class A common stock shares |
||||||||||||
Redeemable Class A common stock shares, basic and diluted |
30,237,684 | (19,696,017 | ) | 10,541,667 | ||||||||
Earnings per share basic and diluted redeemable Class A common stock |
$ | — | $ | (0.04 | ) | $ | (0.04 | ) | ||||
Non-Redeemable Class common stock |
||||||||||||
Numerator: |
||||||||||||
Allocation of loss to non-redemable Class B common stock |
$ | (770,862 | ) | $ | 443,116 | $ | (327,746 | ) | ||||
Denominator: weighted average non-redeemable Class A and B common stock |
||||||||||||
Non-Redeemable Class B common stock shares, basic and diluted |
8,353,274 | (447,024 | ) | 7,906,250 | ||||||||
Loss per share basic and diluted non-redeemable Class B common stock |
$ | (0.09 | ) $ | 0.05 | $ | (0.04 | ) | |||||
June 30, 2021 |
June 30, 2021 |
|||||||||||
Total assets |
$ | 318,156,764 | $ | — | $ | 318,156,764 | ||||||
Total liabilities |
31,061,723 | — | 31,061,723 | |||||||||
Temporary equity (Class A ordinary shares subject to possible redemption) |
282,095,033 | 34,171,283 | 316,266,316 | |||||||||
Permanent equity: |
||||||||||||
Preferred stock |
— | — | — | |||||||||
Class A common stock |
342 | (342 | ) | — | ||||||||
Class B common stock |
791 | — | 791 | |||||||||
Additional paid-in capital |
3,313,835 | (3,313,835 | ) | — | ||||||||
Accumulated deficit |
1,685,040 | (30,857,790 | ) | (29,172,750 | ) | |||||||
Total permanent equity |
5,000,008 | (34,171,967 | ) | (29,171,959 | ) | |||||||
Three Months Ended June 30, 2021 |
||||||||||||
Redeemable Class A common stock |
||||||||||||
Numerator: |
||||||||||||
Allocation of loss to redeemable Class A common stock |
$ | 10,194 | $ | 1,964,790 | $ | 1,974,984 | ||||||
Denominator: weighted average redeemable Class A common stock shares |
||||||||||||
Redeemable Class A common stock shares, basic and diluted |
27,962,071 | 3,662,929 | 31,625,000 | |||||||||
Earnings per share basic and diluted redeemable Class A common stock |
$ | — | $ | 0.06 | $ | 0.06 |
As Previously Restated |
Adjustments |
As Restated |
||||||||||
June 30, 2021 |
June 30, 2021 |
|||||||||||
Non-Redeemable Class common stock |
||||||||||||
Numerator: |
||||||||||||
Allocation of loss to non-redemable Class B common stock |
$ | 2,458,536 | $ | (1,964,790 | ) | $ | 493,746 | |||||
Denominator: weighted average non-redeemable Class A and B common stock |
||||||||||||
Non-Redeemable Class B common stock shares, basic and diluted |
11,569,179 | (3,662,929 | ) | 7,906,250 | ||||||||
Loss per share basic and diluted non-redeemable Class B common stock |
$ | 0.21 | $ | (0.15 | ) | $ | 0.06 | |||||
Six Months Ended June 30, 2021 |
||||||||||||
Redeemable Class A common stock |
||||||||||||
Numerator: |
||||||||||||
Allocation of loss to redeemable Class A common stock |
$ | 16,316 | $ | 1,223,881 | $ | 1,240,197 | ||||||
Denominator: weighted average redeemable Class A common stock shares |
||||||||||||
Redeemable Class A common stock shares, basic and diluted |
28,526,273 | (7,384,698 | ) | 21,141,575 | ||||||||
Earnings per share basic and diluted redeemable Class A common stock |
$ | — | $ | 0.06 | $ | 0.06 | ||||||
Non-Redeemable Class common stock |
||||||||||||
Numerator: |
||||||||||||
Allocation of loss to non-redemable Class B common stock |
$ | 1,687,674 | $ | (1,223,881 | ) | $ | 463,793 | |||||
Denominator: weighted average non-redeemable Class A and B common stock |
||||||||||||
Non-Redeemable Class B common stock shares, basic and diluted |
9,977,775 | — | 7,906,250 | |||||||||
Loss per share basic and diluted non-redeemable Class B common stock |
$ | 0.17 | $ | (0.11 | ) $ | 0.06 |
ASSETS |
||||
Current Assets |
||||
Cash |
$ | 2,431,242 | ||
Prepaid expenses |
881,294 | |||
|
|
|||
Total current assets |
3,312,536 | |||
Cash and marketable securities held in Trust Account |
316,250,000 | |||
|
|
|||
Total assets |
$ | 319,562,536 | ||
|
|
|||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||
Current liabilities |
||||
Accounts payable and accrued expenses |
$ | 1,116,936 | ||
|
|
|||
Total current liabilities |
1,116,936 | |||
Warrant liabilty |
22,818,749 | |||
Deferred underwriting fee payable |
11,068,750 | |||
|
|
|||
Total liabilites |
35,004,435 | |||
|
|
|||
Common Stock subject to possible redemption, 31,625,000, at redemption value |
316,250,000 | |||
|
|
|||
Stockholders’ Equity (Deficit) |
||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none outstanding |
— | |||
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 0 issued and outstanding (excluding 31,625,000 shares subject to possible redemption) |
— | |||
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 7,906,250 shares issued and outstanding (1) |
791 | |||
Additional paid in capital |
0 | |||
Accumulated deficit |
(31,692,690 | ) | ||
|
|
|||
Total Stockholders’ Equity (Deficit) |
(31,691,899 | ) | ||
|
|
|||
$ | 319,562,536 | |||
|
|
(1) | The shares and the associated amounts have been retroactively restated to reflect the stock dividend of 0.1 shares of Class B common stock for each share of Class B common stock outstanding on February 25, 2021. |
• | in whole and not in part; |
• | at a price of $0.01 per Public Warrant; |
• | upon not less than 30 days’ prior written notice of redemption to each warrant holder; and |
• | if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities) for any 20 trading days within a 30-trading day period commencing no earlier than the date the warrants become exercisable and ending on the third business day before the date on which the Company sends the notice of redemption to the warrant holders. |
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Level |
March 2, 2021 |
|||||||
Assets: |
||||||||
Cash and marketable securities held in Trust Account |
1 | $ | 316,250,000 | |||||
Liabilities: |
||||||||
Public Warrants |
3 | $ | 14,442,083 | |||||
Private Placement Warrants |
3 | $ | 8,376,666 |
March 2, 2021 |
||||
Risk-free interest rate |
0.071 | % | ||
Expected term (years) |
7 | |||
Expected Volatility |
13 | % | ||
Exercise Price |
$ | 11.5 | ||
Stock price |
$ | 9.55 |
As Previously Reported |
Adjustment |
As Restated |
||||||||||
Balance sheet as of March 2, 2021 |
||||||||||||
Warrant liability |
$ | — | $ | 22,818,749 | $ | 22,818,749 | ||||||
Total liabilities |
12,185,686 | 22,818,749 | 35,004,435 | |||||||||
Class A common stock subject to possible redemption (1) |
302,376,840 | 13,873,160 | 316,250,000 | |||||||||
Class A common stock |
140 | (140 | ) | — | ||||||||
Additional paid in capital |
5,018,601 | (5,018,601 | ) | — | ||||||||
Accumulated deficit |
(19,522 | ) | (31,673,168 | ) | (31,692,690 | ) |
(1) | Shares of Class A common stock subject to possible redemption as Previously Reported as of March 2, 2021 were 30,237,684, were Adjusted by 1,387,316 and are As Restated at 31,625,000. |
ASSETS |
||||
Current Assets |
||||
Cash |
$ | 25,000 | ||
|
|
|||
Total current assets |
25,000 | |||
Deferred offering costs |
146,634 | |||
|
|
|||
Total assets |
$ | 171,634 | ||
|
|
|||
LIABILITIES AND STOCKHOLDER’S EQUITY |
||||
Current liabilities |
||||
Accounts payable and accrued expenses |
$ | 65,584 | ||
Promissory note payable—related party |
100,000 | |||
|
|
|||
Total current liabilities |
165,584 | |||
|
|
|||
Stockholder’s Equity |
||||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none outstanding |
— | |||
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; none outstanding |
— | |||
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 7,906,250 shares issued and outstanding (1)(2) |
791 | |||
Additional paid in capital |
24,209 | |||
Accumulated deficit |
(18,950 | ) | ||
|
|
|||
Total Stockholder’s Equity |
6,050 | |||
|
|
|||
$ | 171,634 | |||
|
|
(1) | Includes an aggregate of up to 1,031,250 shares that are subject to forfeiture if the over-allotment option is not exercised in full by the underwriters (see Note 7). |
(2) | The shares and the associated amounts have been retroactively restated to reflect the stock dividend of 0.1 shares of Class B common stock for each share of Class B common stock outstanding on February 25, 2021 (see Note 2). |
Formation costs and other operating expenses |
$ | 18,950 | ||
|
|
|||
Net loss |
$ | (18,950 | ) | |
|
|
|||
Weighted average shares outstanding, basic and diluted (1)(2) |
6,875,000 | |||
|
|
|||
Basic and diluted net loss per common share |
$ | — | ||
|
|
(1) | Excludes an aggregate of up to 1,031,250 shares that are subject to forfeiture if the over-allotment option is not exercised in full by the underwriters (see Note 7). |
(2) | The shares and the associated amounts have been retroactively restated to reflect the stock dividend of 0.1 shares of Class B common stock for each share of Class B common stock outstanding on February 25, 2021 (see Note 2) |
Class B Common Stock |
Additional Paid in Capital |
Accumulated Deficit |
Total Stockholder’s Equity |
|||||||||||||||||
Shares |
Amount |
|||||||||||||||||||
Balance—November 12, 2020 (date of inception) |
— | $ | — | $ | — | $ | — | $ | — | |||||||||||
Issuance of Class B common stock to sponsor (1)(2) |
7,906,250 | 791 | 24,209 | — | 25,000 | |||||||||||||||
Net loss |
— | — | — | (18,950 | ) | (18,950 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance—December 31, 2020 |
7,906,250 | $ | 791 | $ | 24,209 | $ | (18,950 | ) | $ | 6,050 | ||||||||||
|
|
|
|
|
|
|
|
|
|
(1) | Includes an aggregate of up to 1,031,250 shares that are subject to forfeiture if the over-allotment option is not exercised in full by the underwriters (see Note 7). |
(2) | The shares and the associated amounts have been retroactively restated to reflect the stock dividend of 0.1 shares of Class B common stock for each share of Class B common stock outstanding on February 25, 2021 (see Note 2). |
Cash flow from operating activities: |
||||
Net loss |
$ | (18,950 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
||||
Changes in operating assets and liabilities: |
||||
Accounts payable and accrued expenses |
15,450 | |||
|
|
|||
Net cash used in operating activities |
(3,500 | ) | ||
|
|
|||
Cash flows from financing activities: |
||||
Proceeds from sale of Class B common stock |
25,000 | |||
Proceeds from promissory note payable |
100,000 | |||
Payments of deferred offering costs |
(96,500 | ) | ||
|
|
|||
Net cash provided by financing activities |
28,500 | |||
|
|
|||
Net change in cash |
25,000 | |||
Cash at the beginning of the period |
— | |||
|
|
|||
Cash at the end of the period |
$ | 25,000 | ||
|
|
|||
Noncash financing activities: |
||||
Deferred offering costs included in accounts payable |
$ | 50,134 | ||
|
|
• | in whole and not in part; |
• | at a price of $0.01 per Public Warrant; |
• | upon not less than 30 days’ prior written notice of redemption to each warrant holder and |
• | if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. |
As of December 31, |
||||||||
2021 |
2020 |
|||||||
ASSETS |
||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | $ | ||||||
Restricted cash |
||||||||
Accounts receivable, net |
||||||||
Income tax recoverable |
||||||||
Prepaid expenses |
||||||||
Total current assets |
||||||||
Property and equipment, net |
||||||||
Customer relationships, net |
||||||||
Other intangible assets, net |
||||||||
Goodwill |
||||||||
Deferred income taxes, net |
— | |||||||
Other assets |
||||||||
Total assets |
$ | $ | ||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
Current liabilities |
||||||||
Accounts payable |
$ | $ | ||||||
Accrued compensation |
||||||||
Accrued expenses |
||||||||
Term loans, current portion |
— | |||||||
Total current liabilities |
||||||||
Revolver borrowings |
— | |||||||
SAFE notes |
||||||||
Warrants |
— | |||||||
Seller’s Earn-Out |
— | |||||||
Deferred income taxes, net |
— | |||||||
Deferred rent |
||||||||
Total liabilities |
||||||||
Commitments and contingencies (Note 21) |
||||||||
Stockholders’ equity |
||||||||
Preferred Stock, $ |
||||||||
Common Stock, $ |
||||||||
Additional paid-in capital |
||||||||
Retained earnings |
||||||||
Total stockholders’ equity attributable to AdTheorent Holding Company, Inc. |
||||||||
Noncontrolling interests in consolidated subsidiaries |
( |
) | ( |
) | ||||
Total stockholders’ equity |
||||||||
Total liabilities and stockholders’ equity |
$ | $ | ||||||
(1) |
Retroactively restated for the Reverse Recapitalization as described in Note 2. |
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Revenue |
$ | $ | ||||||
Operating expenses: |
||||||||
Platform operations |
||||||||
Sales and marketing |
||||||||
Technology and development |
||||||||
General and administrative |
||||||||
Total operating expenses |
||||||||
Income from operations |
||||||||
Interest expense, net |
( |
) | ( |
) | ||||
Gain on change in fair value of Seller’s Earn-Out |
||||||||
Gain on change in fair value of warrants |
||||||||
Other income, net |
||||||||
Total other income (expense), net |
( |
) | ||||||
Net income before provision for income taxes |
||||||||
Provision for income taxes |
( |
) | ( |
) | ||||
Net income |
$ | $ | ||||||
Less: Net loss attributable to noncontrolling interest |
||||||||
Net income attributable to AdTheorent Holding Company, Inc. |
$ | $ | ||||||
Earnings per share: |
||||||||
Basic |
$ | $ | ||||||
Diluted |
$ | $ | ||||||
Weighted-average common shares outstanding: |
||||||||
Basic |
||||||||
Diluted |
Common Stock |
||||||||||||||||||||||||
Shares |
Amount |
Additional Paid-in Capital |
Retained Earnings |
Noncontrolling Interests |
Total Stockholders’ Equity |
|||||||||||||||||||
December 31, 2019 |
$ | $ | $ | $ | — | $ | ||||||||||||||||||
Equity-based compensation |
— | — | — | — | ||||||||||||||||||||
Exercises of options |
— | — | — | |||||||||||||||||||||
Net income (loss) |
— | — | — | ( |
) | |||||||||||||||||||
December 31, 2020 |
$ | $ | $ | $ | ( |
) | $ | |||||||||||||||||
Equity-based compensation |
— | — | — | — | ||||||||||||||||||||
Seller’s Earn-Out equity-based compensation |
— | — | — | — | ||||||||||||||||||||
Exercises of options |
— | — | ||||||||||||||||||||||
Issuance of Common Stock upon the Reverse Recapitalization, net of offering costs |
— | — | ||||||||||||||||||||||
Initial Seller’s Earn-Out recognized in connection with the Reverse Recapitalization |
— | — | ( |
) | — | — | ( |
) | ||||||||||||||||
Net income (loss) |
— | — | — | ( |
) | |||||||||||||||||||
December 31, 2021 |
$ | $ | $ | $ | ( |
) | $ | |||||||||||||||||
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Cash flows from operating activities |
||||||||
Net income |
$ | $ | ||||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Provision for bad debt |
||||||||
Amortization expense |
||||||||
Depreciation expense |
||||||||
Amortization of debt issuance costs |
||||||||
Gain on change in fair value of Seller’s Earn-Out |
( |
) | — | |||||
Gain on change in fair value of warrants |
( |
) | — | |||||
Deferred tax benefit |
( |
) | ( |
) | ||||
Equity-based compensation |
||||||||
Seller’s Earn-Out equity-based compensation |
— | |||||||
Loss on disposal of intangible assets |
— | |||||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable |
( |
) | ( |
) | ||||
Income taxes recoverable |
||||||||
Prepaid expenses and other assets |
( |
) | ||||||
Accounts payable |
( |
) | ||||||
Accrued expenses and other liabilities |
( |
) | ||||||
Net cash (used in) provided by operating activities |
( |
) | ||||||
Cash flows from investing activities |
||||||||
Capitalized software development costs |
( |
) | ( |
) | ||||
Purchase of property and equipment |
( |
) | ( |
) | ||||
Net cash used in investing activities |
( |
) | ( |
) | ||||
Cash flows from financing activities |
||||||||
Cash received for exercised options |
||||||||
Proceeds from Reverse Recapitalization, net of offering costs paid |
— | |||||||
Proceeds from revolver borrowings |
— | |||||||
Payment of financing costs |
( |
) | — | |||||
Proceeds from SAFE notes |
||||||||
Payment of term loan |
( |
) | ( |
) | ||||
Net cash provided by (used in) financing activities |
( |
) | ||||||
Net increase in cash and cash equivalents |
||||||||
Cash, cash equivalents and restricted cash at beginning of period |
||||||||
Cash, cash equivalents and restricted cash at end of period |
$ | $ | ||||||
Cash and cash equivalents |
||||||||
Restricted cash |
— | |||||||
Cash, cash equivalents and restricted cash at end of period |
$ | $ | ||||||
Supplemental disclosure of cash flow information |
||||||||
Cash paid during the year for interest |
$ | $ | ||||||
Cash paid during the year for income taxes |
$ | $ | ||||||
Non-cash investing and financial activities |
||||||||
Capitalized software and property and equipment, net included in accounts payable |
$ | $ |
Year ended December 31, |
||||||||
2021 |
2020 |
|||||||
U.S. |
$ | $ | ||||||
Canada |
||||||||
United Kingdom |
||||||||
Other |
— | |||||||
Total |
$ | $ | ||||||
Level 1 — | Observable inputs such as quoted prices in active markets. | |
Level 2 — | Inputs other than the quoted prices in active markets that are observable either directly or indirectly. These include quoted prices for similar assets and liabilities in active markets and quoted prices identical or similar assets and liabilities in markets that are not active. | |
Level 3 — |
Unobservable inputs of which there is little or no market data, which require the Company to develop its own assumptions. |
Description |
Estimated Life (Years) | |
Software |
||
Non-compete agreements |
||
Customer relationships |
||
Trademarks/tradename |
As of December 31, |
||||||||
2021 |
2020 |
|||||||
Accounts receivables |
$ | |||||||
Other receivables |
||||||||
Less: allowance for doubtful accounts |
( |
) | ( |
) | ||||
Accounts receivable, net |
$ | |||||||
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Beginning balance |
$ | $ | ||||||
Reserve for doubtful accounts |
||||||||
Write-offs, net of recoveries |
( |
) | ( |
) | ||||
Ending balance |
$ | $ | ||||||
As of December 31, |
||||||||
2021 |
2020 |
|||||||
Income taxes |
$ | $ | ||||||
Software |
||||||||
Other |
||||||||
Total |
$ | $ | ||||||
As of December 31, |
||||||||
2021 |
2020 |
|||||||
Computers and equipment |
$ | $ | ||||||
Less: accumulated depreciation |
( |
) | ( |
) | ||||
Total |
$ | $ | ||||||
As of December 31, 2021 |
||||||||||||||||
Remaining Weighted Average Useful Life (in years) |
Gross amount |
Accumulated amortization |
Net carrying amount |
|||||||||||||
Software |
$ | $ | ( |
) | $ | |||||||||||
Capitalized software costs |
( |
) | ||||||||||||||
Customer relationships |
( |
) | ||||||||||||||
Trademarks/tradename |
( |
) | ||||||||||||||
Total |
$ | $ | ( |
) | $ | |||||||||||
As of December 31, 2020 |
||||||||||||||||
Remaining Weighted Average Useful Life (in years) |
Gross amount |
Accumulated amortization |
Net carrying amount |
|||||||||||||
Software |
$ | $ | ( |
) | $ | |||||||||||
Capitalized software costs |
( |
) | ||||||||||||||
Customer relationships |
( |
) | ||||||||||||||
Trademarks/tradename |
( |
) | ||||||||||||||
Non-compete agreements |
( |
) | ||||||||||||||
Total |
$ | $ | ( |
) | $ | |||||||||||
Year ended December 31, |
||||||||
2021 |
2020 |
|||||||
Platform operations |
$ | $ | ||||||
Sales and marketing |
||||||||
Technology and development |
||||||||
General and administrative |
||||||||
Total |
$ | $ | ||||||
Year ended December 31, |
||||
2022 |
$ | |||
2023 |
||||
2024 |
||||
2025 |
||||
2026 |
||||
Thereafter |
As of December 31, |
||||||||
2021 |
2020 |
|||||||
Campaign costs |
$ | $ | ||||||
Professional fees |
||||||||
Sales and use taxes |
||||||||
Deferred revenue |
||||||||
Income taxes |
||||||||
Other |
||||||||
Total |
$ | $ | ||||||
a) | Each SOFR Loan bears interest for each day at a rate per annum equal to Adjusted Term SOFR, as defined in the Senior Secured Agreement, plus the Applicable Margin, as defined in the Senior Secured Agreement. The Applicable Margin can vary between |
b) | Each ABR Loan (including any swingline loan) bears interest at a rate per annum equal to the highest of the Prime Rate in effect on such day, the Federal Funds Effective Rate in effect on such day plus one-month tenor in effect on such day plus |
As of December 31, |
||||||||
2021 |
2020 |
|||||||
(amounts in US Dollars) |
(in thousands) |
|||||||
Revolving Credit Facility |
$ | $ | — | |||||
Term loan |
||||||||
Total debt |
||||||||
Less: Deferred financing fees |
( |
) | ||||||
Less: Current portion |
— | ( |
) | |||||
Total non-current debt, net of deferred financing fees |
$ | $ | ||||||
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Domestic |
$ | $ | ||||||
Foreign |
( |
) | ||||||
Income from operations before income taxes |
$ | $ | ||||||
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Current provision (benefit): |
||||||||
Federal |
$ | $ | ||||||
State and local |
||||||||
Foreign |
( |
) | ||||||
Total current provision |
||||||||
Deferred benefit: |
||||||||
Federal |
( |
) | ( |
) | ||||
State and local |
( |
) | ( |
) | ||||
Foreign |
— | — | ||||||
Total deferred benefit |
( |
) | ( |
) | ||||
Provision for income taxes |
$ | $ | ||||||
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Federal income tax rate |
% | % | ||||||
State and local taxes, net of federal benefit |
% | % | ||||||
Foreign rate differential |
% | - |
% | |||||
Unrealized gain on Seller’s Earn-Out and warrants valuation |
- |
% | % | |||||
Non-deductible transaction costs |
% | % | ||||||
Permanent items |
% | % | ||||||
Research and development credits |
- |
% | - |
% | ||||
Equity option forfeitures |
% | % | ||||||
Write-off of 162(m) limited stock options |
% | % | ||||||
Change in valuation allowance |
% | % | ||||||
State FIN 48 |
- |
% | % | |||||
Other |
- |
% | % | |||||
Effective tax rate |
% | % | ||||||
As of December 31, |
||||||||
2021 |
2020 |
|||||||
Deferred tax assets: |
||||||||
Accrued expenses |
$ | $ | ||||||
Capitalized costs |
— | |||||||
Deferred rent |
||||||||
Investments |
— | |||||||
Net operating losses |
||||||||
Reserves |
||||||||
Equity-based compensation |
||||||||
Uncertain Tax Positions |
— | |||||||
Deferred tax assets |
||||||||
Valuation Allowance |
( |
) | ( |
) | ||||
Net deferred tax asset |
||||||||
Deferred tax liabilities: |
||||||||
Property & equipment |
( |
) | ( |
) | ||||
Intangible assets |
( |
) | ( |
) | ||||
Deferred tax liabilities |
( |
) | ( |
) | ||||
Deferred tax asset (liability) |
$ | $ | ( |
) | ||||
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Unrecognized tax benefits—beginning of period |
$ | $ | ||||||
Tax position changes—current period |
( |
) | ||||||
Unrecognized tax benefits—end of period |
— | |||||||
Interest and penalties—end of period |
— | |||||||
Total liabilities related to uncertain tax positions |
$ | — | $ | |||||
Equity Option Awards |
Weighted Average Exercise Price |
Weighted Average Remaining Contractual Life (Years) |
||||||||||
Outstanding at December 31, 2019 |
$ | |||||||||||
Granted |
||||||||||||
Exercised |
( |
) | ||||||||||
Forfeited |
( |
) | ||||||||||
Outstanding at December 31, 2020 |
$ | |||||||||||
Granted |
||||||||||||
Exercised |
( |
) | ||||||||||
Forfeited |
( |
) | ||||||||||
Outstanding at December 31, 2021 |
$ | |||||||||||
Vested or expect to vest as of December 31, 2021 |
$ | |||||||||||
Vested and exercisable at December 31, 2021 |
$ | |||||||||||
December 22, 2021 |
||||
Dividend yield |
% | |||
Volatility |
% | |||
Risk-free rate |
% | |||
Term (in years) |
Equity Option Awards |
Weighted Average Grant-Date Fair Value per Unit |
|||||||
Nonvested as of December 31, 2019 |
$ | $ | ||||||
Granted |
||||||||
Vested |
||||||||
Forfeited |
||||||||
Nonvested as of December 31, 2020 |
$ | |||||||
Granted |
$ | |||||||
Vested |
— | |||||||
Forfeited |
— | |||||||
Nonvested as of December 31, 2021 |
$ | |||||||
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Platform operations |
$ | $ | ||||||
Sales and marketing |
||||||||
Technology and development |
||||||||
General and administrative |
||||||||
Total equity-based compensation expense |
$ | $ | ||||||
As of December 31, 2021 |
Initial Measurement As of December 22, 2021 |
|||||||
Stock price |
$ | $ | ||||||
Dividend yield |
% | % | ||||||
Volatility |
% | % | ||||||
Risk-free rate |
% | % | ||||||
Forecast period (in years) |
Seller’s Earn-Out |
||||
December 22, 2021 (Initial Measurement) |
$ | |||
Change in fair value |
( |
) | ||
Balance at December 31, 2021 |
$ | |||
• | in whole and not in part; |
• | at a price of $ |
• | at a price of $ |
As of December 31, |
||||||||||||||||
2021 |
2020 |
Exercise Price |
Expiration Date |
|||||||||||||
Public Warrants |
$ | |||||||||||||||
Private Placement Warrants |
$ |
As of December 31, 2021 at Subsequent Measurement |
As of December 22, 2021 at Initial Measurement |
|||||||
Risk-free interest rate |
% | % | ||||||
Dividend yield |
% | % | ||||||
Expected term (years) |
||||||||
Expected Volatility |
% | % | ||||||
Exercise Price |
$ | $ | ||||||
Stock Price |
$ | $ |
Public Warrants |
Private Placement Warrants |
Total Warrant Liabilities |
||||||||||
Fair value as of December 31, 2020 |
$ | $ | $ | |||||||||
Initial measurement on December 22, 2021 |
||||||||||||
Change in valuation inputs or other assumptions |
( |
) | ( |
) | ( |
) | ||||||
Fair value as of December 31, 2021 |
$ | $ | $ | |||||||||
December 31, 2021 |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
Liabilities: |
||||||||||||||||
Public warrants (1) |
$ | $ | $ | $ | ||||||||||||
Private placement warrants (1) |
||||||||||||||||
Seller’s Earn-Out (1) |
||||||||||||||||
Total liabilities |
$ | $ | $ | $ | ||||||||||||
(1) | Warrants and Seller’s Earn-Out were both $ |
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Net income attributable to AdTheorent Holding Company, Inc. |
$ | $ | ||||||
Weighted-average common shares outstanding—basic |
||||||||
Effect of dilutive equity-based awards |
||||||||
Weighted-average common shares outstanding—diluted |
||||||||
Earnings per share: |
||||||||
Basic |
$ | $ | ||||||
Diluted |
$ | $ |
As of December 31, |
||||||||
2021 |
2020 |
|||||||
Stock options |
||||||||
Restricted Stock Units (RSUs) |
||||||||
Public Warrants |
||||||||
Private Placement Warrants (1) |
||||||||
Seller’s Earn-Out |
||||||||
Sponsor Earn-Out |
||||||||
Total |
||||||||
(1) | Of the earn-out targets. |
Year ended December 31, |
||||
2022 |
$ | |||
2023 |
||||
2024 |
||||
2025 |
||||
2026 |
||||
Thereafter |
||||
Total |
$ | |||
Item 13. |
Other Expenses of Issuance and Distribution. |
Amount |
||||
SEC registration fee |
$ | 54,363.37 | ||
Legal fees and expenses |
* | |||
Accounting fees and expenses |
* | |||
Miscellaneous |
* | |||
Total |
$ | * |
* | These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be defined at this time. |
Item 14. |
Indemnification of Directors and Officers. |
• | for any transaction from which the director derives an improper personal benefit; |
• | for any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; |
• | for any unlawful payment of dividends or redemption of shares; or |
• | for any breach of a director’s duty of loyalty to the corporation or its stockholders. |
Item 15. |
Recent Sales of Unregistered Securities. |
Item 16. |
Exhibits. |
* | Schedule and exhibits to this Exhibit omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
** | Filed herewith. |
+ | Indicates a management contract or compensatory plan or arrangement. |
Item 17. |
Undertakings. |
(a) | The undersigned registrant hereby undertakes: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | to include any prospectus required by Section 10(a)(3) of the Securities Act; |
(ii) | to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
(iii) | to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided however |
(2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act to any purchaser: |
(i) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(ii) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
(5) | That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
AdTheorent Holding Company, Inc. | ||||
Date: April 11, 2022 |
By: |
/s/ James Lawson | ||
Name: James Lawson | ||||
Title: Chief Executive Officer |
Name |
Title |
Date | ||
/s/ James Lawson |
Chief Executive Officer and Director |
April 11, 2022 | ||
James Lawson |
(principal executive officer) |
|||
/s/ Chuck Jordan |
Chief Financial Officer |
April 11, 2022 | ||
Chuck Jordan |
(principal financial and accounting officer) |
|||
* |
Director |
April 11, 2022 | ||
John Black |
||||
* |
Director |
April 11, 2022 | ||
Rich Boghosian |
||||
* |
Director |
April 11, 2022 | ||
Kihara Kiarie |
||||
* |
Director |
April 11, 2022 | ||
Vineet Mehra |
||||
* |
Director |
April 11, 2022 | ||
Danielle Qi |
||||
* |
Director |
April 11, 2022 | ||
Ben Tatta |
||||
/s/ Eric Tencer |
Director |
April 11, 2022 | ||
Eric Tencer |
||||
* |
Director |
April 11, 2022 | ||
Zia Uddin |
*By: |
/s/ James Lawson | |
Name: James Lawson | ||
Title: Attorney-in-Fact |
Exhibit 5.1
April 11, 2022
AdTheorent Holding Company, Inc.
330 Hudson Street, 13th Floor
New York, NY 10013
Re: | Registration Statement on Form S-1 |
Ladies and Gentlemen:
We have acted as counsel to AdTheorent Holding Company, Inc., a Delaware corporation (the Company), in connection with the preparation and filing with the U.S. Securities and Exchange Commission (the Commission), pursuant to the Securities Act of 1933, as amended (the Securities Act), of the Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 of the Company (the Registration Statement), including a related prospectus filed with the Registration Statement (the Prospectus) relating to (a) the issuance of shares of the Companys common stock, $0.0001 par value per share (Common Stock), upon the exercise of warrants issued by the Company, and (b) the resale of shares of Common Stock and warrants issued by the Company and held by certain stockholders and holders of outstanding equity awards (the Equity Awards) and warrants of the Company, as follows:
(i) | the issuance of up to 5,432,237 shares (the Private Warrant Shares) of Common Stock upon the exercise of certain outstanding warrants (the Private Warrants); |
(ii) | the issuance of up to 10,541,667 shares (the Public Warrant Shares and, together with the Private Warrant Shares, the Warrant Shares) of Common Stock upon the exercise of certain outstanding warrants (the Public Warrants and, together with the Private Warrants, the Warrants); |
(iii) | the resale of up to 5,432,237 Private Warrants (the Resale Warrants); and |
(iv) | the resale of up to 76,713,193 shares of Common Stock, consisting of (a) 5,432,237 Private Warrant Shares, (b) 66,999,454 shares of Common Stock held by certain stockholders of the Company and (c) 4,281,502 shares of Common Stock (the Equity Award Shares) issuable upon the exercise of certain outstanding Equity Awards) (collectively, the Selling Stockholder Shares). |
The Warrants were issued pursuant to a Warrant Agreement, dated February 25, 2021, (the Warrant Agreement), between MCAP Acquisition Corporation, a Delaware corporation, the Companys predecessor, and Continental Stock Transfer & Trust Company, as warrant agent. The Equity Award Shares will be issued upon the exercise or vesting of certain outstanding Equity Awards pursuant to the AdTheorent Holding Company, LLC 2017 Interest Option Plan (the 2017 Plan). The Warrant Shares, the Warrants and the Selling Stockholder Shares are collectively referred to herein as the Securities.
In rendering the opinion set forth herein, we have examined the originals, or photostatic or certified copies, of (i) the Amended and Restated Certificate of Incorporation and Bylaws of the Company, (ii) the Registration Statement and all exhibits thereto, (iii) certain resolutions of the Board of Directors of the Company related to the filing of the Registration Statement, the authorization and issuance of the Securities and related matters; and (iv) such other records, documents and instruments as we deemed relevant and necessary for purposes of the opinion stated herein.
In making the foregoing examination we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as photostatic or certified copies, and the authenticity of the originals of such copies.
Page 1
As to all questions of fact material to this opinion, where such facts have not been independently established, we have relied, to the extent we have deemed reasonably appropriate, upon representations or certificates of officers of the Company or governmental officials.
We do not express any opinion herein concerning any law other than the laws of the State of New York and the General Corporation Law of the State of Delaware.
Based upon the foregoing, and subject to the qualifications, assumptions, limitations and exceptions stated herein, we are of the opinion that:
1. | The Warrant Shares, when paid for and issued pursuant to the terms of the applicable Warrants and the Warrant Agreement, will be, duly authorized, legally issued, fully paid and non-assessable. |
2. | The Selling Stockholder Shares (other than the Private Warrant Shares and the Equity Award Shares included therein) have been duly authorized and are validly issued, fully paid and nonassessable. The Equity Award Shares have been duly authorized and, when issued and paid for in accordance with the terms of 2017 Plan and the applicable award agreements thereunder, will be validly issued, fully paid and nonassessable. |
3. | The Resale Warrants have been duly authorized by the Company and constitute valid and legally binding obligations of the Company. |
This opinion speaks only as of the date hereof. We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact, that may occur after the date of this opinion that might affect the opinions expressed therein.
We hereby consent to the filing of this opinion to the Commission as an exhibit to the Registration Statement. We hereby also consent to the reference to our firm under the caption Legal Matters in the Registration Statement. We do not admit in providing such consent that we are included within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations of the Commission thereunder.
Sincerely, |
/s/ McDermott Will & Emery LLP |
Page 2
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
AdTheorent Holding Company, Inc
New York, New York
We hereby consent to the use in the Prospectus constituting a part of this Registration Statement of our report dated March 17, 2022, relating to the consolidated financial statements of AdTheorent Holding Company, Inc., which is contained in that Prospectus.
We also consent to the reference to us under the caption Experts in the Prospectus.
New York, New York
April 11, 2022
BDO USA, LLP, a Delaware limited liability partnership, is the U.S. member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.
BDO is the brand name for the BDO network and for each of the BDO Member Firms.
Exhibit 23.2
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS CONSENT
We consent to the inclusion in this Registration Statement of AdTheorent Holding Company, Inc. (formerly MCAP Acquisition Corporation) on Post-Effective Amendment 1 to Form S-1 File No. 333-262201 of our report dated February 22, 2021, except for Notes 3, 5 and 7 which are dated March 1, 2021, which includes an explanatory paragraph as to the Companys ability to continue as a going concern, with respect to our audit of the financial statements of MCAP Acquisition Corporation as of December 31, 2020 and for the period from November 12, 2020 (inception) through December 31, 2020, and of our audit report dated March 8, 2021, except for Notes 1 (Going Concern and Managements Plans Section), 2, 7, 8, 9 and 10, which are dated December 2, 2021, which includes an explanatory paragraph as to the Companys ability to continue as a going concern, with respect to our audit of the balance sheet of MCAP Acquisition Corporation as of March 2, 2021, which reports appear in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading Experts in such Prospectus. We were dismissed as auditors on December 22, 2021 and, accordingly, we have not performed any audit or review procedures with respect to any financial statements appearing in such Prospectus for the periods after the date of our dismissal.
/s/ Marcum LLP
Marcum LLP
Melville, NY
April 11, 2022