AdTheorent, Inc. executed letter of intent to acquire MCAP Acquisition Corporation (NasdaqCM:MACQ) from MCAP Acquisition, LLC and others in a reverse merger transaction on April 1, 2021. AdTheorent, Inc. entered into a definitive agreement to acquire MCAP Acquisition Corporation from MCAP Acquisition, LLC and others in a reverse merger transaction for approximately $750 million on July 27, 2021. As reported, the aggregate consideration consists of cash consideration of approximately $162 million to be paid to AdTheorent equityholders and the 50,648,590 shares of MCAP Common Stock that will be delivered to AdTheorent equityholders at the closing of the business combination. In addition, MCAP has agreed to pay an earn-out to pre-combination holders of AdTheorent membership interests and options an aggregate amount equal to $95 million to be paid in cash, stock or a combination of both, at the sole discretion of MCAP's board of directors, if certain stock price milestones are met within three years of the closing. Following the business combination, current AdTheorent equityholders will own approximately 49.8% of the total shares outstanding, investors in the PIPE Financing will own 11.9%, MCAP public shareholders will own 31.1%%, and the MCAP founder will own 7.2%. Upon closing of the transaction, the combined company will be named AdTheorent, Inc. and it is expected to remain listed on the NASDAQ Capital Market. As per the article of November 18, 2021, following the closing, MCAP intends to change its name to AdTheorent Holding Company, Inc. The AdTheorent executive team, led by Chief Executive Officer Jim Lawson, will continue to execute the growth and strategy for the company.

Completion of the proposed transaction is subject to approval of MCAP stockholders; the receipt of certain regulatory approvals; all required filings under the HSR Act shall have been completed and any applicable waiting period (and any extension thereof) applicable to the consummation of the transaction under the HSR Act shall have expired or been terminated; Registration Statement shall have been declared effective; the shares of new parent common stock constituting the aggregate stock consideration and shares of new parent common stock issuable upon exercise of the exchanged options or the settlement of the exchanged units shall have been approved for listing on the Nasdaq Capital Market subject to notice of official issuance; execution of lock-up agreement; resignation of MCAP's officers and directors; resignation of AdTheorent's directors; execution of registration rights agreement; AdTheorent's provides written consent approving the transaction; and the aggregate cash held by  MCAP shall be equal to at least $258,125,000. The Boards of Directors of both MCAP and AdTheorent have unanimously approved the transaction MCAP Board unanimously recommend the shareholders to vote for the transaction. As of December 6, 2021, the registration statement has been declared effective and a special meeting of MCAP stockholders to consider the business combination is set for December 21, 2021. As on December 8, 2021, AdTheorent Intermediate, LLC and AdTheorent, LLC entered into a Business Combination Agreement Waiver to waive the Aggregate Cash Consideration closing condition. They have agreed to waive both the $140 million aggregate cash consideration closing condition and the $258.1 million available cash in trust closing condition contained in the business combination agreement. The transaction is expected to close in Q4 2021. The Business Combination is expected to close promptly after the special meeting of MCAP stockholders.

Sanjay Chadda, Jennifer Pardi, Matthew Kratter, Chris Heasman, and Kevin Lynch of Canaccord Genuity LLC acted as exclusive financial advisor to AdTheorent. Bank of America Securities, Cowen and Canaccord Genuity were engaged as PIPE placement agents. Alan I. Annex of Greenberg Traurig and Nelson Mullins Riley & Scarborough are serving as legal advisors to MCAP while Steve Camahort, Amit Mehta, Payam Roshandel, James Shea, Dan Stellenberg and Jeffrey Ii, Jim Smulkowski, and Ron Ben-Yehuda of Paul Hastings LLP and Kirkland & Ellis are serving as legal advisors to AdTheorent. Union Square Advisors LLC is acting as broker in the transaction. Broadridge Financial Solutions, Inc. and MacKenzie Partners, Inc. acted as proxy solicitors and Mark Zimkind from Continental Stock Transfer & Trust Company acted as transfer agent to MCAP. PricewaterhouseCoopers LLP, Winterberry Group LLC, Greenberg, Traurig, PA, FGMK, LLC and Willis Towers Watson US LLC acted as a due diligence provider to MCAP. Cowen and Company and BofA Securities, Inc. acted as a financial advisors to MCAP. Drew Cardonick and Raymond Bogenrief from Greenberg Traurig, LLP acted as a legal advisor to Monroe Capital Management Advisors, LLC.