Item 7.01. Regulation FD Disclosure.
As previously announced, MCAP Acquisition Corporation ("MCAP") announced a
proposed business combination (the "Business Combination") between MCAP and
AdTheorent Holding Company, LLC ("AdTheorent"). In connection with the Business
Combination, AdTheorent will hold meetings consisting of a presentation given by
AdTheorent's management team. A copy of this presentation is attached hereto as
Exhibit 99.1 and incorporated by reference herein.
The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be
deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act or the Exchange Act, except
as expressly set forth by specific reference in such filing.
Additional Information and Where to Find It
In connection with the Business Combination, MCAP has filed with the U.S.
Securities and Exchange Commission (the "SEC") a registration statement on Form
S-4, which includes a proxy statement/prospectus, and will file other documents
regarding the proposed transaction with the SEC. MCAP's stockholders and other
interested persons are advised to read, when available, the preliminary proxy
statement/prospectus and the amendments thereto and the definitive proxy
statement and documents filed in connection with the proposed business
combination, as these materials will contain important information about
AdTheorent, MCAP and the proposed business combination. Promptly after the Form
S-4 is declared effective by the SEC, MCAP will mail the definitive proxy
statement/prospectus and a proxy card to each stockholder entitled to vote at
the meeting relating to the approval of the business combination and other
proposals set forth in the proxy statement/prospectus. Before making any voting
or investment decision, investors and stockholders of MCAP are urged to
carefully read the entire registration statement and proxy statement/prospectus,
when they become available, and any other relevant documents filed with the SEC,
as well as any amendments or supplements to these documents, because they will
contain important information about the proposed transaction. The documents
filed by MCAP with the SEC may be obtained free of charge at the SEC's website
at www.sec.gov, or by directing a request to MCAP Acquisition Corporation, 311
South Wacker Drive, Suite 6400, Chicago, Illinois 60606.
No Offer or Solicitation
This Current Report on Form 8-K is for informational purposes only and is not
intended to and shall not constitute a proxy statement or the solicitation of a
proxy, consent or authorization with respect to any securities or in respect of
the Business Combination and is not intended to and shall not constitute an
offer to sell or the solicitation of an offer to sell or the solicitation of an
offer to buy or subscribe for any securities or a solicitation of any vote of
approval, nor shall there be any sale, issuance or transfer of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction.
Participants in Solicitation
MCAP and its directors and executive officers may be deemed participants in the
solicitation of proxies from MCAP's stockholders with respect to the Business
Combination. A list of the names of those directors and executive officers and a
description of their interests in MCAP is contained in MCAP's Registration
Statement on Form S-1, as filed on February 1, 2021, which was filed with the
SEC and is available free of charge at the SEC's web site at www.sec.gov, or by
directing a request to MCAP Acquisition Corp., 311 South Wacker Drive, Suite
6400, Chicago, Illinois 60606, USA. Additional information regarding the
interests of such participants is contained in the registration statement on
Form S-4, which includes a proxy statement/prospectus.
AdTheorent and its directors and executive officers may also be deemed to be
participants in the solicitation of proxies from the stockholders of MCAP in
connection with the Business Combination. A list of the names of such directors
and executive officers and information regarding their interests in the Business
Combination is contained in the registration statement on Form S-4, which
includes a proxy statement/prospectus.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Such statements
include, but are not limited to, statements about future financial and operating
results, our plans, objectives, expectations and intentions with respect to
future operations, products and services; and other statements identified by
words such as "will likely result," "are expected to," "will continue," "is
anticipated," "estimated," "believe," "intend," "plan," "projection," "outlook"
or words of similar meaning. These forward-looking statements include, but are
not limited to, statements regarding AdTheorent's industry and market sizes,
future opportunities for MCAP, AdTheorent and the combined company, MCAP's and
AdTheorent's estimated future results and the Business Combination, including
the implied enterprise value, the expected transaction and ownership structure
and the likelihood and ability of the parties to successfully consummate the
Business Combination. Such forward-looking statements are based upon the current
beliefs and expectations of our management and are inherently subject to
significant business, economic and competitive uncertainties and contingencies,
many of which are difficult to predict and generally beyond our control. Actual
results and the timing of events may differ materially from the results
anticipated in these forward-looking statements.
In addition to factors previously disclosed in MCAP's reports filed with the SEC
and those identified elsewhere in this communication, the following factors,
among others, could cause actual results and the timing of events to differ
materially from the anticipated results or other expectations expressed in the
forward-looking statements: MCAP's ability to consummate the Business
Combination; the expected benefits of the Business Combination; the
post-combination company's financial and business performance following the
Business Combination, including AdTheorent's financial projections and business
metrics; changes in AdTheorent's strategy, future operations, financial
position, estimated revenue and losses, forecasts, projected costs, prospects
and plans; demand for AdTheorent's platform and services and the drivers of that
demand; AdTheorent's estimated total addressable market and other industry
projections, and AdTheorent's projected market share; competition in
AdTheorent's industry, the advantages of AdTheorent's platform and services over
competing platform and services existing in the market, and competitive factors
including with respect to technological capabilities, cost and scalability;
AdTheorent's ability to scale in a cost-effective manner and maintain and expand
its existing customer relationships; AdTheorent's expectation that it will incur
increased expenses as a public company; the impact of health epidemics,
including the COVID-19 pandemic, on AdTheorent's business and industry and the
actions AdTheorent may take in response thereto; AdTheorent's expectations
regarding its ability to obtain and maintain intellectual property protection
and not infringe on the rights of others; expectations regarding the time during
which MCAP will be an emerging growth company under the JOBS Act; AdTheorent's
future capital requirements and sources and uses of cash; AdTheorent's business,
expansion plans and opportunities; anticipated financial performance and the
expectation that the post-combination company's future results of operations
will fluctuate on a quarterly basis for the foreseeable future; the expected
U.S. federal income tax impact of the Business Combination; the outcome of any
known and unknown litigation and regulatory proceedings; the risk that the
Business Combination may not be completed in a timely manner or at all, which
may adversely affect the price of the MCAP's securities; the risk that the
Business Combination may not be completed by MCAP's business combination
deadline and the potential failure to obtain an extension of the business
combination deadline if sought by MCAP; the failure to satisfy the conditions to
the consummation of the Business Combination, including the adoption of the
Business Combination Agreement by the stockholders of MCAP, the satisfaction of
the minimum cash amount following redemptions by MCAP's public stockholders and
the receipt of certain governmental and regulatory approvals; the lack of a
third-party valuation in determining whether to pursue the Business Combination;
the occurrence of any event, change or other circumstance that could give rise
to the termination of the Business Combination Agreement; the effect of the
announcement or pendency of the Business Combination on AdTheorent's business
relationships, performance, and business generally; risks that the Business
Combination disrupts AdTheorent's current plans and potential difficulties in
AdTheorent's employee retention as a result of the Business Combination; the
outcome of any legal proceedings that may be instituted against AdTheorent or
against MCAP related to the Business Combination Agreement or the Business
Combination; the ability to maintain the listing of MCAP's securities on Nasdaq
or any other exchange; the price of MCAP's securities may be volatile due to a
variety of factors, including changes in the industries in which AdTheorent
operates, variations in performance across competitors, changes in laws and
regulations affecting AdTheorent's business and changes in the combined capital
structure; the ability to implement business plans, forecasts, and other
expectations after the completion of the Business Combination, and identify and
realize additional opportunities; the risk of downturns and the possibility of
rapid change in the highly competitive industry in which AdTheorent operates;
the risk that AdTheorent will need to raise additional capital to execute its
business plan, which may not be available on acceptable terms or at all; the
risk that the post-combination company experiences difficulties in managing its
growth and expanding operations; the risk of private litigation or regulatory
lawsuits or proceedings relating to AdTheorent's platform and services; the risk
that AdTheorent is unable to secure or protect its intellectual property; the
risk that the post-combination company's securities will not be approved for
listing on Nasdaq or any other exchange, or if approved, maintain the listing;
and other risks and uncertainties indicated in the proxy statement/prospectus,
including those set forth under the section entitled "Risk Factors."
Actual results, performance or achievements may differ materially, and
potentially adversely, from any projections and forward-looking statements and
the assumptions on which those forward-looking statements are based. There can
be no assurance that the data contained herein is reflective of future
performance to any degree. You are cautioned not to place undue reliance on
forward-looking statements as a predictor of future performance as projected
financial information and other information are based on estimates and
assumptions that are inherently subject to various significant risks,
uncertainties and other factors, many of which are beyond our control. All
information set forth herein speaks only as of the date hereof in the case of
information about MCAP and AdTheorent or the date of such information in the
case of information from persons other than MCAP or AdTheorent, and we disclaim
any intention or obligation to update any forward-looking statements as a result
of developments occurring after the date of this communication. Forecasts and
estimates regarding AdTheorent's industry and end markets are based on sources
we believe to be reliable, however there can be no assurance these forecasts and
estimates will prove accurate in whole or in part. Annualized, pro forma,
projected and estimated numbers are used for illustrative purpose only, are not
forecasts and may not reflect actual results.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Investor Presentation.
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