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CUSIP No. 00739D 109
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13D
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Page 6 of 11 Pages
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Item 3. Source or Amount of Funds or Other Consideration.
Item 4 below summarizes certain provisions of the Business Combination Agreement (as defined below) that pertain to the securities acquired by
the Reporting Persons. Pursuant to the Business Combination Agreement, upon consummation of the Business Combination (as defined below), membership interests of AdTheorent Holding Company, LLC, a Delaware limited liability company
(Legacy AdTheorent), were converted into shares of Common Stock of the Issuer.
Item 4. Purpose of Transaction.
Business Combination
On
December 22, 2021 (the Closing Date), the previously announced business combination was consummated pursuant to that certain Business Combination Agreement, dated as of July 27, 2021 (as amended, the
Business Combination Agreement), by and among the MCAP Acquisition Corporation (MCAP), now known as the Issuer, GRNT Merger Sub 1 LLC, a Delaware limited liability company (Merger Sub
1), GRNT Merger Sub 2 LLC, a Delaware limited liability company (Merger Sub 2), GRNT Merger Sub 3 LLC, a Delaware limited liability company (Merger Sub 3), GRNT Merger Sub 4 LLC, a
Delaware limited liability company (Merger Sub 4 and, together with Merger Sub 1, Merger Sub 2 and Merger Sub 3, the Merger Sub Entities), H.I.G. Growth AdTheorent Intermediate, LLC, a
Delaware limited liability company (the Blocker), H.I.G. AdTheorent, and Legacy AdTheorent. Pursuant to the Business Combination Agreement, Legacy AdTheorent, the Blocker and the Merger Sub Entities engaged in a series of
four mergers, which resulted in Legacy AdTheorent becoming a wholly owned subsidiary of MCAP (the Business Combination). Upon the consummation of the Business Combination, the registrant changed its name from MCAP
Acquisition Corporation to AdTheorent Holding Company, Inc. As a result of the Business Combination, Legacy AdTheorent became a wholly-owned subsidiary of the Issuer, with the members of Legacy AdTheorent becoming stockholders of
the Issuer.
As a result of the Business Combination, H.I.G. AdTheorent received 34,064,174 shares of Common Stock of the Issuer.
The foregoing description of the Business Combination Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of such agreement, which is attached as an exhibit to this Statement and is incorporated herein by reference.
Amended and Restated
Registration Rights Agreement
On the Closing Date, in connection with the consummation of the Business Combination, MCAP entered into
that certain Amended and Restated Registration Rights Agreement (the Registration Rights Agreement) with certain MCAP stockholders (including MCAP Acquisition, LLC, a Delaware limited liability company (the
Sponsor) and certain Legacy AdTheorent members (such stockholders and members, the RRA Holders), pursuant to which, among other things, the RRA Holders are entitled to certain registration rights
in respect of the registrable securities under the Registration Rights Agreement.
The foregoing description of the Registration Rights
Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is attached as an exhibit to this Statement and is incorporated herein by reference.