PROSPECTUS SUPPLEMENT NO. 5 (to prospectus dated April 20, 2022)	Filed Pursuant to Rule 424(b)(3) Registration No. 333-262201

 

 

AdTheorent Holding Company, Inc.

 

Up to 76,713,193 Shares of Common Stock

Up to 15,973,904 Shares of Common Stock Issuable Upon the Exercise of Warrants

Up to 5,432,237 Warrants

 

 

This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated April 20, 2022 (the “Prospectus”), related to which consists of (i) up to 10,541,667 shares of Common Stock issuable upon the exercise of 10,541,667 warrants (the “Public Warrants”) originally issued in the initial public offering of MCAP Acquisition Corporation, a Delaware corporation (“MCAP”), by the holders thereof, and (ii) up to 5,432,237 shares of Common Stock issuable upon the exercise of 5,432,237 warrants (the “Private Warrants” and, together with the Public Warrants, the “Warrants”) originally issued in a private placement in connection with the initial public offering of MCAP with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission (“SEC”) on November 10, 2022 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.

 

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

 

AdTheorent Holding Company, Inc.’s Common Stock is quoted on The Nasdaq Capital Market LLC (“Nasdaq”) under the symbol, “ADTH”. On November 9, 2022, the closing price of our Common Stock was $2.22.

 

See the section entitled “Risk Factors” beginning on page 7 of the Prospectus to read about factors you should consider before buying our securities.

 

Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

 

The date of this prospectus supplement is November 10, 2022

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 10, 2022

 

 

AdTheorent Holding Company, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			001-40116	85-3978415
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
330 Hudson Street 13th Floor
New York, New York				10013
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (800) 804-1359

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		ADTH		The Nasdaq Stock Market
Warrants to purchase common stock		ADTHW		The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

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Item 2.02 Results of Operations and Financial Condition.

On November 10, 2022, AdTheorent Holding Company, Inc. (the “Company”) released its financial results for the quarter ended September 30, 2022. A copy of the Company’s press release is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

 

The information in this report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

d) Exhibits.

 

Exhibit No.		Description
99.1		Press release issued by AdTheorent Holding Company, Inc., dated November 10, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			AdTheorent Holding Company, Inc.
Date:	November 10, 2022	By:	/s/ James Lawson
			James Lawson Chief Executive Officer

 

 

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Exhibit 99.1

 

AdTheorent Holding Company, Inc. Reports Third Quarter 2022 Results

 

New York, NY — November 10, 2022 — AdTheorent Holding Company, Inc. (Nasdaq: ADTH) (“AdTheorent” or “the Company”), a programmatic digital advertising leader using advanced machine learning technology and privacy-forward solutions to deliver real-world value for advertisers and marketers, today announced its third quarter 2022 financial results.

Third Quarter 2022 Financial Overview:

Third Quarter 2022 Business and Operating Highlights:

 

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“Despite this year’s economic volatility, we have developed and are marketing transformational media buying and data activation technology which can be used on top of any seed or source data set to execute intelligent media buys in the programmatic marketplace,” said James Lawson, CEO of AdTheorent. “We offer advertisers many unique opportunities to get more from their digital media investments – and we are pleased to be enhancing our full-service managed programmatic capabilities while meaningfully scaling our go-to-market efforts for our Direct Access ‘self-service’ business model,” Lawson continued. “Our first-of-its-kind impression-scoring platform drives unique value for customers without dependence on user IDs or third-party audience segments, and despite a more challenging environment for a Company at our relatively early stage, we are extremely optimistic about our debt-free organization’s ability to grow in a profitable manner as we continue to educate our market and scale our efforts.”

 

* Adjusted Gross Profit and Adjusted EBITDA are non-Generally Accepted Accounting Principles ("non-GAAP") financial measures. See the supplementary schedules in this press release for a discussion of how the Company defines and calculate these measures and a reconciliation thereof to the most directly comparable GAAP measures.

Fourth Quarter and Updated Full-Year 2022 Financial Outlook:

AdTheorent's growth may continue to be impacted in the remainder of 2022 by macroeconomic factors beyond the Company's control, such as the COVID-19 pandemic, inflationary pressures, recessionary fears and the ongoing conflict in Ukraine. Based on the current business environment, recent performance and these current trends in the marketplace and subject to the risks and uncertainties inherent in forward-looking statements, the Company's outlook for the fourth quarter and full-year 2022 includes the following:

Fourth quarter 2022:

Full-year ending December 31, 2022:

 

Although the Company provides guidance for Adjusted EBITDA, it is not able to provide guidance for net income, the most directly comparable GAAP measure. Certain elements of the composition of net income, including stock compensation expense, are not predictable, making it impractical for the Company to provide guidance on net income or to reconcile its Adjusted EBITDA guidance to net income without unreasonable efforts. For the same reason, the Company is unable to address the probable significance of the unavailable information.

About AdTheorent:

AdTheorent (Nasdaq: ADTH) uses advanced machine learning technology and privacy-forward solutions to deliver impactful advertising campaigns for marketers. AdTheorent's machine learning-powered Platform A\T powers its predictive targeting, geo-intelligence, audience extension solutions and in-house creative capability, Studio A\T. Leveraging only non-sensitive data and focused on the predictive value of machine learning models, AdTheorent's product suite and flexible transaction models allow advertisers to identify the most qualified potential consumers coupled with the optimal creative experience to deliver superior results, measured by each advertiser's real-world business goals.

AdTheorent is consistently recognized with numerous technology, product, growth and workplace awards. AdTheorent was named an AdExchanger 2022 Top 50 Programmatic Power Player and was honored with an AI Breakthrough Award and "Most Innovative Product" (B.I.G. Innovation Awards) for five consecutive years. Additionally, AdTheorent is the only six-time recipient of Frost & Sullivan's "Digital Advertising Leadership Award." AdTheorent is headquartered in New York, with fourteen offices across the United States and Canada. For more information, visit adtheorent.com.

 

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Conference Call and Webcast Details:

AdTheorent will host a conference call and webcast at 4:30 p.m. ET today, November 10, 2022, to discuss its third quarter 2022 financial results and business highlights. The conference call can be accessed by dialing (888) 346-9287 from the United States and Canada or (412) 902-6656 International and asking to join the "AdTheorent conference call." The live webcast of the conference call and other materials related to AdTheorent’s financial performance can be accessed from AdTheorent’s investor relations website at investors.adtheorent.com.

Following the completion of the call until 11:59 p.m. ET on Thursday, November 17, 2022, a telephone replay will be available by dialing (877) 344-7529 from the United States and Canada, or (412) 317-0088 International with Conference ID 2664436. A webcast replay will also be available at investors.adtheorent.com for 12 months.

Presentation:

The Business Combination on December 22, 2021 was accounted for as a reverse recapitalization and accordingly, pursuant to GAAP, the condensed consolidated financial statements presented below as of and for the three and nine months ended September 30, 2021 have been recast and are presented on an as-converted basis using a calculated exchange ratio. In addition, the exchange ratio is utilized for calculating earnings per share in all prior periods presented.

Forward-Looking Statements:

This communication contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain words such as “believe,” “anticipate,” “expect,” “estimate,” “intend,” “project,” “plan,” or words or phrases with similar meaning. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements contained in this press release relate to, among other things, the Company’s projected financial performance and operating results, including projected revenue, Adjusted Gross Profit and Adjusted EBITDA, as well as statements regarding the COVID-19 pandemic, inflationary pressures, recessionary fears and the ongoing conflict in Ukraine.

 

Forward-looking statements are based on current expectations, forecasts and assumptions that involve risks and uncertainties, including, but not limited to, the market for programmatic advertising developing slower or differently than the Company’s expectations, the demands and expectations of clients and the ability to attract and retain clients and other economic, competitive, governmental and technological factors outside of the Company's control, that may cause the Company's business, strategy or actual results to differ materially from the forward-looking statements. The Company does not intend and undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable law. Investors are referred to AdTheorent's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K and any subsequent filings on Forms 10-Q or 8-K, for additional information regarding the risks and uncertainties that may cause actual results to differ materially from those expressed in any forward-looking statement.

 

Investor Contact:

April Scee, ICR

AdTheorentIR@icrinc.com

(646) 277-1219

 

Press Contact:

Melanie Berger, AdTheorent

Press@adtheorent.com

(850) 567-0082

 

 

 

 

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ADTHEORENT HOLDING COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited; in thousands)

		September 30,				December 31,
		2022				2021
ASSETS
Current assets
Cash and cash equivalents		$	67,842			$	100,093
Accounts receivable, net			42,593				55,936
Income tax recoverable			99				95
Prepaid expenses			4,179				3,801
Total current assets			114,713				159,925
Property and equipment, net			572				409
Operating lease right of use assets			5,992				—
Investment in SymetryML Holdings			812				—
Customer relationships, net			5,594				8,986
Other intangible assets, net			6,804				7,608
Goodwill			34,842				35,778
Deferred income taxes, net			5,889				434
Other assets			369				402
Total assets		$	175,587			$	213,542
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable		$	8,479			$	12,382
Accrued compensation			4,415				10,530
Accrued expenses			3,361				4,664
Operating lease liabilities, current			1,270				—
Total current liabilities			17,525				27,576
Revolver borrowings			—				39,017
SAFE Notes			—				2,950
Warrants			3,905				12,166
Seller's Earn-Out			2,417				18,081
Operating lease liabilities, non-current			6,518				—
Deferred rent			—				1,869
Total liabilities			30,365				101,659
Commitments and contingencies
Stockholders’ equity
Preferred Stock			—				—
Common Stock			9				9
Additional paid-in capital			80,939				70,778
Retained earnings			64,274				42,512
Total stockholders’ equity attributable to AdTheorent Holding Company, Inc.			145,222				113,299
Noncontrolling interests in consolidated subsidiaries			—				(1,416	)
Total stockholders' equity			145,222				111,883
Total liabilities and stockholders’ equity		$	175,587			$	213,542

 

 

 

 

 

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ADTHEORENT HOLDING COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited; in thousands, except share and per share data)

 

		Three Months Ended September 30,								Nine Months Ended September 30,
		2022				2021				2022				2021
Revenue		$	37,584			$	39,534			$	114,301			$	110,368
Operating expenses:
Platform operations			19,581				19,217				58,207				52,368
Sales and marketing			11,127				9,209				32,540				25,689
Technology and development			3,955				2,913				12,393				8,046
General and administrative			4,729				3,073				15,433				13,187
Total operating expenses			39,392				34,412				118,573				99,290
(Loss) income from operations			(1,808	)			5,122				(4,272	)			11,078
Interest income (expense), net			97				(598	)			(59	)			(1,808	)
Gain on change in fair value of Seller's Earn-Out			2,901				—				15,664				—
Gain on change in fair value of warrants			5,674				—				8,261				—
Gain on deconsolidation of SymetryML			—				—				1,939				—
Loss on change in fair value of SAFE Notes			—				—				(788	)			—
Loss on fair value of investment in SymetryML Holdings			(39	)			—				(49	)			—
Other (expense) income, net			(5	)			—				(24	)			20
Total other income (expense), net			8,628				(598	)			24,944				(1,788	)
Net income before (provision) benefit for income taxes			6,820				4,524				20,672				9,290
(Provision) benefit for income taxes			(1,095	)			(1,569	)			540				(3,141	)
Net income		$	5,725			$	2,955			$	21,212			$	6,149
Less: Net loss attributable to noncontrolling interest			—				198				550				539
Net income attributable to AdTheorent Holding Company, Inc.		$	5,725			$	3,153			$	21,762			$	6,688
Earnings per share:
Basic		$	0.07			$	0.05			$	0.25			$	0.11
Diluted		$	0.06			$	0.05			$	0.23			$	0.10
Weighted-average common shares outstanding:
Basic			86,492,025				59,882,523				86,003,514				59,882,523
Diluted			92,122,421				66,971,147				92,885,851				64,795,030

 

 

 

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Non-GAAP Financial Measures

 

The Company uses financial measures that are not calculated in accordance with GAAP including Adjusted EBITDA and Adjusted gross profit. The Company's management believes that this information can assist investors in evaluating the Company's operational trends, financial performance, and cash generating capacity and make strategic decisions. Management believes these non-GAAP measures allow investors to evaluate the Company’s financial performance using some of the same measures as management.

 

Because of the limitations associated with these non-GAAP financial measures, “Adjusted Gross Profit,” “EBITDA,” “Adjusted EBITDA,” “Adjusted Gross Profit as a % of Revenue” and “Adjusted EBITDA as a percent of Adjusted Gross Profit” should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. The Company compensates for these limitations by relying primarily on its GAAP results and using non-GAAP measures on a supplemental basis. You should review the reconciliation of the non-GAAP financial measures below and not rely on any single financial measure to evaluate AdTheorent's business.

The tables below show the Company’s non-GAAP financial metrics reconciled to the comparable GAAP financial metrics included in this release.

Adjusted Gross Profit

Adjusted Gross Profit is a non-GAAP profitability measure. Adjusted Gross Profit is a non-GAAP financial measure of campaign profitability, monitored by management and the board, used to evaluate the Company's operating performance and trends, develop short- and long-term operational plans, and make strategic decisions regarding the allocation of capital. The Company believes this measure provides a useful period-to-period comparison of campaign profitability and is useful information to investors and the market in understanding and evaluating its operating results in the same manner as its management and board. Gross profit is the most comparable GAAP measurement, which is calculated as revenue less platform operations costs. In calculating Adjusted Gross Profit, the Company adds back other platform operations costs, which consist of amortization expense related to capitalized software, depreciation expense, allocated costs of personnel which set up and monitor campaign performance, and platform hosting, license, and maintenance costs, to gross profit.

The following table sets forth a reconciliation of revenue to adjusted gross profit for the periods presented:

 

		Three Months Ended September 30,								Nine Months Ended September 30,
		2022				2021				2022				2021
		(In thousands)
Revenue		$	37,584			$	39,534			$	114,301			$	110,368
Less: Platform operations			19,581				19,217				58,207				52,368
Gross Profit			18,003				20,317				56,094				58,000
Add back: Other platform operations			6,739				5,228				19,979				14,995
Adjusted Gross Profit		$	24,742			$	25,545			$	76,073			$	72,995

EBITDA and Adjusted EBITDA

EBITDA is a non-GAAP financial measure defined by us as net income (loss), before interest expense, net, depreciation, amortization and income tax expense. Adjusted EBITDA is defined as EBITDA before stock compensation expense, transaction costs, management fees, non-core operations and other non-recurring items. Net income (loss) is the most comparable GAAP measurement.

Collectively these non-GAAP financial measures are key profitability measures used by the Company's management and board to understand and evaluate its operating performance and trends, develop short-and long-term operational

 

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plans and make strategic decisions regarding the allocation of capital. The Company believes that these measures can provide useful period-to-period comparisons of campaign profitability. Accordingly, the Company believes that these measures provide useful information to investors and the market in understanding and evaluating its operating results in the same manner as its management and board.

The following table sets forth a reconciliation of net income to Adjusted EBITDA for the periods presented:

 

		Three Months Ended September 30,								Nine Months Ended September 30,
		2022				2021				2022				2021
		(In thousands)
Net income		$	5,725			$	2,955			$	21,212			$	6,149
Interest (income) expense, net			(97	)			598				59				1,808
Tax provision (benefit)			1,095				1,569				(540	)			3,141
Depreciation and amortization			1,973				2,130				6,015				6,354
EBITDA		$	8,696			$	7,252			$	26,746			$	17,452
Equity based compensation			2,783				110				8,627				382
Seller's Earn-Out equity-based compensation			373				—				1,364				—
Transaction costs (1)			—				907				(131	)			3,345
Gain on change in fair value of Seller's Earn-Out (2)			(2,901	)			—				(15,664	)			—
Gain on change in fair value of warrants (3)			(5,674	)			—				(8,261	)			—
Gain on deconsolidation of SymetryML (4)			—				—				(1,939	)			—
Loss on change in fair value of SAFE Notes (5)			—				—				788				—
Loss on fair value of investment in SymetryML Holdings			39				—				49				—
Separation expense related to headcount reductions			270				—				270				—
Management fees (6)			—				218				—				653
Lease termination fee			—				—				—				4,243
Non-core operations (7)			—				462				351				1,656
Adjusted EBITDA		$	3,586			$	8,949			$	12,200			$	27,731

 

 

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The following table presents Adjusted EBITDA as a Percentage of Adjusted Gross Profit and Adjusted Gross Profit as a Percentage of Revenue:

 

		Three Months Ended September 30,								Nine Months Ended September 30,
		2022				2021				2022				2021
		(In thousands, except for percentages)
Gross Profit		$	18,003			$	20,317			$	56,094			$	58,000
Net income		$	5,725			$	2,955			$	21,212			$	6,149
Net income as a % of Gross Profit			31.8	%			14.5	%			37.8	%			10.6	%
Adjusted Gross Profit		$	24,742			$	25,545			$	76,073			$	72,995
Adjusted EBITDA		$	3,586			$	8,949			$	12,200			$	27,731
Adjusted EBITDA as a % of Adjusted Gross Profit			14.5	%			35.0	%			16.0	%			38.0	%
Gross Profit		$	18,003			$	20,317			$	56,094			$	58,000
Revenue		$	37,584			$	39,534			$	114,301			$	110,368
Gross Profit as a % of Revenue			47.9	%			51.4	%			49.1	%			52.6	%
Revenue		$	37,584			$	39,534			$	114,301			$	110,368
Adjusted Gross Profit		$	24,742			$	25,545			$	76,073			$	72,995
Adjusted Gross Profit as a % of Revenue			65.8	%			64.6	%			66.6	%			66.1	%

 

 

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