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Delaware
(State or Other Jurisdiction of
Incorporation or Organization) |
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6770
(Primary Standard Industrial
Classification Code Number) |
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85-3978415
(I.R.S. Employer
Identification Number) |
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Copies to:
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|
Jonathan H. Talcott
E. Peter Strand Nelson Mullins Riley & Scarborough LLP 101 Constitution Ave, N.W., Suite 900 Washington, DC 20001 Telephone: (202) 689-2800 |
| |
Amit Mehta
Steve Camahort Teri O’Brien Paul Hastings LLP 200 Park Avenue New York, NY 10166 Telephone: (212) 318-6800 |
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Large accelerated filer
☐
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Accelerated filer
☐
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Non-accelerated filer
☒
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Smaller reporting company
☒
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Emerging growth company
☒
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| | | | Sincerely, | |
| | | | | |
| , 2021 | | |
Theodore L. Koenig
Chief Executive Officer |
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| | | | By Order of the Board of Directors, | |
| , 2021 | | |
Theodore L. Koenig
Chief Executive Officer |
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Share ownership in the Post-Combination Company
|
| |||||||||||||||||||||
| | |
Pro Forma Combined
(Assuming No Redemptions Scenario) |
| |
Pro Forma Combined
(Assuming Illustrative Maximum Redemptions Scenario)(1) |
| ||||||||||||||||||
Stockholder
|
| |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| ||||||||||||
Former non-H.I.G. AdTheorent equityholders(2)(3).
|
| | | | 21,720,453 | | | | | | 21.4% | | | | | | 22,665,587 | | | | | | 25.1% | | |
H.I.G. Growth – AdTheorent, LLC
|
| | | | 28,928,137 | | | | | | 28.4% | | | | | | 30,186,903 | | | | | | 33.5% | | |
MCAP Public Stockholders(4).
|
| | | | 31,625,000 | | | | | | 31.1% | | | | | | 17,883,000 | | | | | | 19.8% | | |
MCAP Sponsor(5)(6)
|
| | | | 9,957,375 | | | | | | 9.8% | | | | | | 9,957,375 | | | | | | 11.0% | | |
PIPE Investors(7)
|
| | | | 9,500,000 | | | | | | 9.3% | | | | | | 9,500,000 | | | | | | 10.5% | | |
| | | | | 101,730,965 | | | | | | 100.0% | | | | | | 90,192,865 | | | | | | 100.0% | | |
| | |
Share ownership in the Post-Combination Company
|
| |||||||||||||||||||||
| | |
Pro Forma Combined
(Assuming No Redemptions Scenario) |
| |
Pro Forma Combined
(Assuming Illustrative Maximum Redemptions Scenario)(1) |
| ||||||||||||||||||
Stockholder
|
| |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| ||||||||||||
Former non-H.I.G. AdTheorent equityholders(2)(3)
|
| | | | 21,720,453 | | | | | | 21.4% | | | | | | 22,665,587 | | | | | | 25.1% | | |
H.I.G. Growth – AdTheorent, LLC
|
| | | | 28,928,137 | | | | | | 28.4% | | | | | | 30,186,903 | | | | | | 33.5% | | |
MCAP Public Stockholders(4)
|
| | | | 31,625,000 | | | | | | 31.1% | | | | | | 17,883,000 | | | | | | 19.8% | | |
MCAP Sponsor(5)(6)
|
| | | | 9,957,375 | | | | | | 9.8% | | | | | | 9,957,375 | | | | | | 11.0% | | |
PIPE Investors(7)
|
| | | | 9,500,000 | | | | | | 9.3% | | | | | | 9,500,000 | | | | | | 10.5% | | |
| | | | | 101,730,965 | | | | | | 100.0% | | | | | | 90,192,865 | | | | | | 100.0% | | |
| | |
At or for the six months
Ended June 30, 2021 |
| |
At or for the period from
November 12, 2020 (inception) to December 31, 2020 |
| ||||||
| | |
(Unaudited)
|
| | | | | | | |||
Statement of Operations Data: | | | | | | | | | | | | | |
Operating expenses | | | | | | | | | | | | | |
Formation costs and other operating expenses
|
| | | $ | 807,697 | | | | | $ | 18,950 | | |
Loss from operations
|
| | | | (807,697) | | | | | | (18,950) | | |
Other income (loss) | | | | | | | | | | | | | |
Warrant issuance costs
|
| | | | (832,378) | | | | | | — | | |
Interest income
|
| | | | 16,316 | | | | | | — | | |
Change in fair value of warrant liability
|
| | | | 3,327,749 | | | | | | — | | |
Net income (loss)
|
| | | | 1,703,990 | | | | | | (18,950) | | |
Basic and diluted net income per share of Class A redeemable common stock
|
| | | $ | — | | | | | $ | — | | |
Weighted average shares outstanding of Class A redeemable common stock, basic and diluted
|
| | | | 28,526,273 | | | | | | — | | |
Basic and diluted net income per share of Class A and Class B non-redeemable common stock
|
| | | $ | 0.17 | | | | | $ | — | | |
Weighted average shares outstanding of Class A and Class B non-redeemable common stock, basic and diluted
|
| | | | 9,977,775 | | | | | | 6,875,000 | | |
Cash Flow Data: | | | | | | | | | | | | | |
Net cash used in operating activities
|
| | | $ | (1,083,018) | | | | | $ | (3,500) | | |
Net cash used in investing activities
|
| | | | (316,250,000) | | | | | | — | | |
Net cash provided by financing activities
|
| | | | 318,436,621 | | | | | | 28,500 | | |
| | |
June 30, 2021
|
| |
December 31, 2020
|
| ||||||
| | |
(unaudited)
|
| | | | | | | |||
Balance Sheet Data: | | | | | | | | | | | | | |
Cash
|
| | | $ | 1,128,603 | | | | | $ | 25,000 | | |
Prepaid expenses
|
| | | | 477,014 | | | | | | — | | |
Deferred offering costs
|
| | | | — | | | | | | 146,634 | | |
Other assets
|
| | | | 284,831 | | | | | | — | | |
Cash and marketable securities held in Trust Account
|
| | | | 316,266,316 | | | | | | — | | |
Total assets
|
| | | | 318,156,764 | | | | | | 171,634 | | |
Total liabilities
|
| | | | 31,061,723 | | | | | | 165,584 | | |
Class A Common Stock subject to possible redemption, 28,208,093 and 0
shares, at June 30, 2021 and December 31, 2020, respectively, at redemption value |
| | | | 282,095,033 | | | | | | — | | |
Total Stockholders’ Equity
|
| | | $ | 5,000,008 | | | | | $ | 6,050 | | |
| | |
Year Ended December 31,
|
| |
Six Months Ended June 30,
|
| ||||||||||||||||||
(amounts in US Dollars)
|
| |
2020
|
| |
2019
|
| |
2021
|
| |
2020
|
| ||||||||||||
| | |
(in thousands, except per unit amounts)
|
| |||||||||||||||||||||
Revenue
|
| | | $ | 121,015 | | | | | $ | 120,406 | | | | | $ | 70,834 | | | | | $ | 44,899 | | |
Operating expenses:
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Platform operations
|
| | | | 59,458 | | | | | | 59,691 | | | | | | 33,151 | | | | | | 23,628 | | |
Sales and marketing
|
| | | | 31,608 | | | | | | 31,119 | | | | | | 16,480 | | | | | | 14,496 | | |
Technology and development
|
| | | | 9,709 | | | | | | 8,052 | | | | | | 5,133 | | | | | | 4,493 | | |
General and administrative
|
| | | | 8,126 | | | | | | 7,918 | | | | | | 10,114 | | | | | | 3,779 | | |
Total operating expenses
|
| | | | 108,901 | | | | | | 106,780 | | | | | | 64,878 | | | | | | 46,396 | | |
Income (loss) from operations
|
| | | | 12,114 | | | | | | 13,626 | | | | | | 5,956 | | | | | | (1,497) | | |
Interest expense, net
|
| | | | (3,285) | | | | | | (4,145) | | | | | | (1,210) | | | | | | (1,815) | | |
Other income (expense), net
|
| | | | 646 | | | | | | (1,965) | | | | | | 20 | | | | | | (1) | | |
Total other expense, net
|
| | | | (2,639) | | | | | | (6,110) | | | | | | (1,190) | | | | | | (1,816) | | |
Income (loss) from operations before income taxes
|
| | | | 9,475 | | | | | | 7,516 | | | | | | 4,766 | | | | | | (3,313) | | |
(Provision for) benefit from taxes
|
| | | | (2,780) | | | | | | (2,029) | | | | | | (1,572) | | | | | | 924 | | |
Net income (loss)
|
| | | $ | 6,695 | | | | | $ | 5,487 | | | | | $ | 3,194 | | | | | $ | (2,389) | | |
Less: Net loss attributable to noncontrolling interest
|
| | | $ | 632 | | | | | | — | | | | | $ | 341 | | | | | $ | 257 | | |
Net income attributable to common members
|
| | | $ | 7,327 | | | | | $ | 5,487 | | | | | $ | 3,535 | | | | | $ | (2,132) | | |
Net income (loss) per common unit: basic
|
| | | $ | 0.17 | | | | | $ | 0.13 | | | | | $ | 0.08 | | | | | $ | (0.05) | | |
Net income (loss) per common unit: diluted
|
| | | $ | 0.17 | | | | | $ | 0.13 | | | | | $ | 0.08 | | | | | $ | (0.05) | | |
| | |
As of December 31,
|
| |
As of June 30,
2021 |
| ||||||||||||
(amounts in US Dollars)
|
| |
2020
|
| |
2019
|
| ||||||||||||
| | | | | | | | |
(in thousands)
|
| | | | | | | |||
Cash and cash equivalents
|
| | | $ | 16,717 | | | | | $ | 6,818 | | | | | $ | 19,281 | | |
Total assets
|
| | | | 124,010 | | | | | | 116,410 | | | | | | 117,819 | | |
Total liabilities
|
| | | | 62,743 | | | | | | 62,596 | | | | | | 53,068 | | |
Total liabilities and members’ equity
|
| | | $ | 124,010 | | | | | $ | 116,410 | | | | | $ | 117,819 | | |
| | |
Year Ended December 31,
|
| |
Six Months Ended June 30,
|
| ||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2021
|
| |
2020
|
| ||||||||||||
(amounts in US Dollars)
|
| |
(in thousands, except for percentages)
|
| |||||||||||||||||||||
Revenue
|
| | | $ | 121,015 | | | | | $ | 120,406 | | | | | $ | 70,834 | | | | | $ | 44,899 | | |
Less: Platform operations
|
| | | | 59,458 | | | | | | 59,691 | | | | | | 33,151 | | | | | | 23,628 | | |
Gross Profit
|
| | | | 61,557 | | | | | | 60,715 | | | | | | 37,683 | | | | | | 21,271 | | |
Add back: Other platform operations
|
| | | | 17,475 | | | | | | 16,996 | | | | | | 9,767 | | | | | | 7,993 | | |
Adjusted Gross Profit(1)
|
| | | $ | 79,032 | | | | | $ | 77,711 | | | | | $ | 47,450 | | | | | $ | 29,264 | | |
| | |
Year Ended December 31,
|
| |
Six Months Ended June 30,
|
| ||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2021
|
| |
2020
|
| ||||||||||||
(amounts in US Dollars)
|
| |
(in thousands, except for percentages)
|
| |||||||||||||||||||||
Net income (loss)
|
| | | $ | 6,695 | | | | | $ | 5,487 | | | | | $ | 3,194 | | | | | $ | (2,389) | | |
Interest expense, net
|
| | | | 3,285 | | | | | | 4,145 | | | | | | 1,210 | | | | | | 1,815 | | |
Tax expense (benefit)
|
| | | | 2,780 | | | | | | 2,029 | | | | | | 1,572 | | | | | | (924) | | |
Depreciation and amortization
|
| | | | 8,134 | | | | | | 9,365 | | | | | | 4,224 | | | | | | 3,986 | | |
EBITDA(1) | | | | $ | 20,894 | | | | | $ | 21,026 | | | | | $ | 10,200 | | | | | $ | 2,488 | | |
Equity based compensation
|
| | | | 657 | | | | | | 776 | | | | | | 272 | | | | | | 365 | | |
Transaction costs(2)
|
| | | | 1,412 | | | | | | 3,200 | | | | | | 2,438 | | | | | | 852 | | |
Management fees(3)
|
| | | | 872 | | | | | | 898 | | | | | | 435 | | | | | | 435 | | |
Lease termination fee(4)
|
| | | | — | | | | | | — | | | | | | 4,243 | | | | | | — | | |
Non-core operations(5)
|
| | | | 1,047 | | | | | | 1,208 | | | | | | 1,194 | | | | | | 540 | | |
Adjusted EBITDA(1)
|
| | | $ | 24,882 | | | | | $ | 27,108 | | | | | $ | 18,782 | | | | | $ | 4,680 | | |
| | |
Year Ended December 31,
|
| |
Six Months Ended June 30,
|
| ||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2021
|
| |
2020
|
| ||||||||||||
(amounts in US Dollars)
|
| |
(in thousands, except for percentages)
|
| |||||||||||||||||||||
Gross Profit
|
| | | $ | 61,557 | | | | | $ | 60,715 | | | | | $ | 37,683 | | | | | $ | 21,271 | | |
Net income (loss)
|
| | | $ | 6,695 | | | | | $ | 5,487 | | | | | $ | 3,194 | | | | | $ | (2,389) | | |
Net income (loss) as a % of Gross Profit
|
| | | | 10.9% | | | | | | 9.0% | | | | | | 8.5% | | | | | | -11.2% | | |
Adjusted Gross Profit(1)
|
| | | $ | 79,032 | | | | | $ | 77,711 | | | | | $ | 47,450 | | | | | $ | 29,264 | | |
Adjusted EBITDA(1)
|
| | | $ | 24,882 | | | | | $ | 27,108 | | | | | $ | 18,782 | | | | | $ | 4,680 | | |
Adjusted EBITDA as a % of Adjusted Gross Profit(1)
|
| | | | 31.5% | | | | | | 34.9% | | | | | | 39.6% | | | | | | 16.0% | | |
Gross Profit
|
| | | $ | 61,557 | | | | | $ | 60,715 | | | | | $ | 37,683 | | | | | $ | 21,271 | | |
Revenue
|
| | | $ | 121,015 | | | | | $ | 120,406 | | | | | $ | 70,834 | | | | | $ | 44,899 | | |
Gross Profit as a % of Revenue
|
| | | | 50.9% | | | | | | 50.4% | | | | | | 53.2% | | | | | | 47.4% | | |
Revenue | | | | $ | 121,015 | | | | | $ | 120,406 | | | | | $ | 70,834 | | | | | $ | 44,899 | | |
Adjusted Gross Profit(1)
|
| | | $ | 79,032 | | | | | $ | 77,711 | | | | | $ | 47,450 | | | | | $ | 29,264 | | |
Adjusted Gross Profit as a % of Revenue(1)
|
| | | | 65.3% | | | | | | 64.5% | | | | | | 67.0% | | | | | | 65.2% | | |
(dollars in thousands)
|
| |
Assuming No
Redemption Scenario |
| |
Assuming
Illustrative Maximum Redemption Scenario |
| ||||||
Total current assets
|
| | | $ | 258,354 | | | | | $ | 142,973 | | |
Total assets
|
| | | | 314,681 | | | | | | 199,300 | | |
Total current liabilities
|
| | | | 19,674 | | | | | | 19,674 | | |
Total liabilities
|
| | | | 85,896 | | | | | | 85,896 | | |
Total liabilities and shareholders’ equity
|
| | | $ | 314,681 | | | | | $ | 199,300 | | |
| | |
Assuming No
Redemption Scenario |
| |
Assuming
Illustrative Maximum Redemption Scenario |
| ||||||
Revenue
|
| | | $ | 70,834 | | | | | $ | 70,834 | | |
Total operating expenses
|
| | | | 66,010 | | | | | | 66,010 | | |
Net income attributable to common shareholders
|
| | | | 5,451 | | | | | | 5,541 | | |
Post-Combination Company net income per common share: basic
|
| | | $ | 0.05 | | | | | $ | 0.06 | | |
Post-Combination Company net income per common share: diluted
|
| | | $ | 0.05 | | | | | $ | 0.06 | | |
Post-Combination Company common share outstanding: basic
|
| | | | 101,730,965 | | | | | | 90,192,865 | | |
Post-Combination Company common share outstanding: diluted
|
| | | | 109,325,825 | | | | | | 97,787,725 | | |
| | |
Assuming No
Redemption Scenario |
| |
Assuming
Illustrative Maximum Redemption Scenario |
| ||||||
Revenue
|
| | | $ | 121,015 | | | | | $ | 121,015 | | |
Total operating expenses
|
| | | | 118,197 | | | | | | 118,197 | | |
Net income attributable to common shareholders
|
| | | | 2,514 | | | | | | 2,514 | | |
Post-Combination Company net income per common share: basic
|
| | | $ | 0.02 | | | | | $ | 0.03 | | |
Post-Combination Company net income per common share: diluted
|
| | | $ | 0.02 | | | | | $ | 0.03 | | |
Post-Combination Company common share outstanding: basic
|
| | | | 101,730,965 | | | | | | 90,192,865 | | |
Post-Combination Company common share outstanding: diluted
|
| | | | 109,325,825 | | | | | | 97,787,725 | | |
|
Public Shares held by Public Stockholders
|
| |
31,625,000 shares
|
|
|
Founder Shares held by the Sponsor and independent directors
|
| |
7,906,250 shares
|
|
|
Total shares of common stock
|
| |
39,531,250 shares
|
|
|
Total funds in trust at the initial business combination
|
| |
$316,266,316
|
|
|
Public Stockholders’ investment per Public Share(1)
|
| |
$10.00
|
|
|
The Sponsor’s investment per Founder Share(2)
|
| |
$1.14
|
|
|
Implied value per share of Post-Combination Company common stock upon the initial business combination
|
| |
$8.00
|
|
| | |
MCAP
Historical |
| |
AdTheorent
Historical |
| |
Assuming No
Redemption Scenario |
| |
Assuming Illustrative Maximum
Redemption Scenario |
| ||||||||||||||||||||||||||||||
|
Transaction
Accounting Adjustments |
| | | | |
Pro Forma
Combined |
| |
Additional
Transaction Accounting Adjustments |
| | | | |
Pro Forma
Combined as Further Adjusted |
| ||||||||||||||||||||||||||
ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current assets
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 1,129 | | | | | $ | 19,281 | | | | | $ | 316,266 | | | |
(a)
|
| | | $ | 215,381 | | | | | $ | (137,420) | | | |
(k)
|
| | | $ | 100,000 | | |
| | | | | | | | | | | | | | | | | 121,500 | | | |
(b)
|
| | | | | | | | | | 19,153 | | | |
(n)
|
| | | | | | |
| | | | | | | | | | | | | | | | | (11,069) | | | |
(c)
|
| | | | | | | | | | 2,886 | | | |
(o)
|
| | | | | | |
| | | | | | | | | | | | | | | | | (37,364) | | | |
(d)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (24,975) | | | |
(l)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (169,387) | | | |
(m)
|
| | | | | | | | | | | | | | | | | | | | | |
Restricted cash
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | — | | |
Accounts receivable, net
|
| | | | — | | | | | | 40,195 | | | | | | — | | | | | | | | | 40,195 | | | | | | — | | | | | | | | | 40,195 | | |
Income tax recoverable
|
| | | | — | | | | | | 46 | | | | | | — | | | | | | | | | 46 | | | | | | — | | | | | | | | | 46 | | |
Prepaid expenses
|
| | | | 477 | | | | | | 2,255 | | | | | | — | | | | | | | | | 2,732 | | | | | | — | | | | | | | | | 2,732 | | |
Total current assets
|
| | | | 1,606 | | | | | | 61,777 | | | | | | 194,971 | | | | | | | | | 258,354 | | | | | | (115,381) | | | | | | | | | 142,973 | | |
Other assets
|
| | | | 285 | | | | | | — | | | | | | | | | | | | | | | 285 | | | | | | — | | | | | | | | | 285 | | |
Cash and marketable securities held in Trust Account
|
| | | | 316,266 | | | | | | — | | | | | | (316,266) | | | |
(a)
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Property and equipment, net
|
| | | | — | | | | | | 347 | | | | | | — | | | | | | | | | 347 | | | | | | — | | | | | | | | | 347 | | |
Customer relationships, net
|
| | | | — | | | | | | 11,242 | | | | | | — | | | | | | | | | 11,242 | | | | | | — | | | | | | | | | 11,242 | | |
Other intangible assets, net
|
| | | | — | | | | | | 8,584 | | | | | | — | | | | | | | | | 8,584 | | | | | | — | | | | | | | | | 8,584 | | |
Goodwill
|
| | | | — | | | | | | 35,778 | | | | | | — | | | | | | | | | 35,778 | | | | | | — | | | | | | | | | 35,778 | | |
Security deposits
|
| | | | — | | | | | | 91 | | | | | | — | | | | | | | | | 91 | | | | | | — | | | | | | | | | 91 | | |
Total assets
|
| | | $ | 318,157 | | | | | $ | 117,819 | | | | | $ | (121,295) | | | | | | | | $ | 314,681 | | | | | $ | (115,381) | | | | | | | | $ | 199,300 | | |
LIABILITIES AND SHAREHOLDERS’/MEMBERS’ EQUITY
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current liabilities
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 502 | | | | | $ | 10,439 | | | | | $ | (422) | | | |
(d)
|
| | | $ | 10,519 | | | | | | — | | | | | | | | $ | 10,519 | | |
Accrued compensation
|
| | | | — | | | | | | 5,529 | | | | | | — | | | | | | | | | 5,529 | | | | | | — | | | | | | | | | 5,529 | | |
Accrued expenses
|
| | | | — | | | | | | 5,203 | | | | | | (1,577) | | | |
(d)
|
| | | | 3,626 | | | | | | — | | | | | | | | | 3,626 | | |
Term loans, current portion
|
| | | | — | | | | | | 24,899 | | | | | | (24,899) | | | |
(l)
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Total current liabilities
|
| | | | 502 | | | | | | 46,070 | | | | | | (26,898) | | | | | | | | | 19,674 | | | | | | — | | | | | | | | | 19,674 | | |
Term Loan, net of current portion
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | — | | |
SAFE notes
|
| | | | — | | | | | | 1,950 | | | | | | — | | | | | | | | | 1,950 | | | | | | — | | | | | | | | | 1,950 | | |
Warrant liability
|
| | | | 19,491 | | | | | | — | | | | | | (1,532) | | | |
(p)
|
| | | | 17,959 | | | | | | — | | | | | | | | | 17,959 | | |
Earn-out liability
|
| | | | — | | | | | | — | | | | | | 40,499 | | | |
(e)
|
| | | | 41,265 | | | | | | — | | | | | | | | | 41,265 | | |
| | | | | | | | | | | | | | | | | 766 | | | |
(r)
|
| | | | | | | | | | | | | | | | | | | | | |
| | |
MCAP
Historical |
| |
AdTheorent
Historical |
| |
Assuming No
Redemption Scenario |
| |
Assuming Illustrative Maximum
Redemption Scenario |
| ||||||||||||||||||||||||||||||
|
Transaction
Accounting Adjustments |
| | | | |
Pro Forma
Combined |
| |
Additional
Transaction Accounting Adjustments |
| | | | |
Pro Forma
Combined as Further Adjusted |
| ||||||||||||||||||||||||||
Deferred underwriting fee payable
|
| | | | 11,069 | | | | | | — | | | | | | (11,069) | | | |
(c)
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Deferred income taxes
|
| | | | — | | | | | | 3,448 | | | | | | — | | | | | | | | | 3,448 | | | | | | — | | | | | | | | | 3,448 | | |
Deferred rent, net of current
portion |
| | | | — | | | | | | 1,600 | | | | | | — | | | | | | | | | 1,600 | | | | | | — | | | | | | | | | 1,600 | | |
Total liabilities
|
| | | | 31,062 | | | | | | 53,068 | | | | | | 1,766 | | | | | | | | | 85,896 | | | | | | — | | | | | | | | | 85,896 | | |
Commitments and contingencies | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Redeemable Class A ordinary
shares |
| | | | 282,095 | | | | | | — | | | | | | (282,095) | | | |
(g)
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Stockholders’/Members’ equity
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Preferred stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | — | | |
Class A common stock
|
| | | | — | | | | | | — | | | | | | 1 | | | |
(b)
|
| | | | 10 | | | | | | (1) | | | |
(k)
|
| | | | 9 | | |
| | | | | | | | | | | | | | | | | 3 | | | |
(g)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 1 | | | |
(h)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 5 | | | |
(i)
|
| | | | | | | | | | | | | | | | | | | | | |
Class B common stock
|
| | | | 1 | | | | | | — | | | | | | (1) | | | |
(h)
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Class A common units
|
| | | | — | | | | | | 26,000 | | | | | | (26,000) | | | |
(i)
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Class B common units
|
| | | | — | | | | | | 17,333 | | | | | | (17,333) | | | |
(i)
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Class C common units
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | — | | |
Additional paid-in capital
|
| | | | 3,314 | | | | | | 2,547 | | | | | | 121,499 | | | |
(b)
|
| | | | 213,041 | | | | | | (137,419) | | | |
(k)
|
| | | | 97,661 | | |
| | | | | | | | | | | | | | | | | (30,365) | | | |
(d)
|
| | | | | | | | | | 19,153 | | | |
(n)
|
| | | | | | |
| | | | | | | | | | | | | | | | | (40,499) | | | |
(e)
|
| | | | | | | | | | 2,886 | | | |
(o)
|
| | | | | | |
| | | | | | | | | | | | | | | | | 3,500 | | | |
(f)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 282,092 | | | |
(g)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 43,328 | | | |
(i)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 1,685 | | | |
(j)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (169,387) | | | |
(m)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 1,532 | | | |
(p)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (5,439) | | | |
(q)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (766) | | | |
(r)
|
| | | | | | | | | | | | | | | | | | | | | |
Earn-out
|
| | | | — | | | | | | — | | | | | | 5,439 | | | |
(q)
|
| | | | 5,439 | | | | | | — | | | | | | | | | 5,439 | | |
Noncontrolling interests
|
| | | | — | | | | | | (973) | | | | | | — | | | | | | | | | (973) | | | | | | — | | | | | | | | | (973) | | |
(Accumulated deficit) Retained earnings
|
| | | | 1,685 | | | | | | 19,844 | | | | | | (5,000) | | | |
(d)
|
| | | | 11,268 | | | | | | — | | | | | | | | | 11,268 | | |
| | | | | | | | | | | | | | | | | (3,500) | | | |
(f)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (1,685) | | | |
(j)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (76) | | | |
(l)
|
| | | | | | | | | | | | | | | | | | | | | |
Total stockholders’/members’ equity
|
| | | | 5,000 | | | | | | 64,751 | | | | | | 159,034 | | | | | | | | | 228,785 | | | | | | (115,381) | | | | | | | | | 113,404 | | |
Total liabilities and stockholders’/members’ equity
|
| | | $ | 318,157 | | | | | $ | 117,819 | | | | | $ | (121,295) | | | | | | | | $ | 314,681 | | | | | $ | (115,381) | | | | | | | | $ | 199,300 | | |
|
| | |
MCAP
Historical |
| |
AdTheorent
Historical |
| |
Assuming No
Redemption Scenario |
| |
Assuming Illustrative Maximum
Redemption Scenario |
| | |||||||||||||||||||||||||||||||||||
|
Transaction
Accounting Adjustments |
| | | | |
Pro Forma
Combined |
| | | | |
Additional
Transaction Accounting Adjustments |
| |
Pro Forma
Combined as Further Adjusted |
| | | | | | | ||||||||||||||||||||||||||
Revenue
|
| | | $ | — | | | | | $ | 70,834 | | | | | $ | — | | | | | | | | $ | 70,834 | | | | | | | | $ | — | | | | | $ | 70,834 | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Platform operations
|
| | | | — | | | | | | 33,151 | | | | | | — | | | | | | | | | 33,151 | | | | | | | | | — | | | | | | 33,151 | | | | | | | | |
Sales and marketing
|
| | | | — | | | | | | 16,480 | | | | | | — | | | | | | | | | 16,480 | | | | | | | | | — | | | | | | 16,480 | | | | | | | | |
Technology and development
|
| | | | — | | | | | | 5,133 | | | | | | — | | | | | | | | | 5,133 | | | | | | | | | — | | | | | | 5,133 | | | | | | | | |
General and administrative
|
| | | | 808 | | | | | | 10,114 | | | | | | 324 | | | |
(a)
|
| | | | 11,246 | | | | | | | | | — | | | | | | 11,246 | | | | | | | | |
Total operating expenses
|
| | | | 808 | | | | | | 64,878 | | | | | | 324 | | | | | | | | | 66,010 | | | | | | | | | — | | | | | | 66,010 | | | | | | | | |
Income (loss) from operations
|
| | | | (808) | | | | | | 5,956 | | | | | | (324) | | | | | | | | | 4,824 | | | | | | | | | — | | | | | | 4,824 | | | | | | | | |
Interest income (expense), net
|
| | | | 16 | | | | | | (1,210) | | | | | | (16) | | | |
(c)
|
| | | | — | | | | | | | | | — | | | | | | — | | | | | | | | |
| | | | | | | | | | | | | | | | | 1,210 | | | |
(d)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Warrant issue costs
|
| | | | (832) | | | | | | — | | | | | | — | | | | | | | | | (832) | | | | | | | | | — | | | | | | (832) | | | | | | | | |
Change in fair value of warrant liability
|
| | | | 3,328 | | | | | | — | | | | | | (602) | | | |
(e)
|
| | | | 2,726 | | | | | | | | | — | | | | | | 2,726 | | | | | | | | |
Other expense, net
|
| | | | — | | | | | | 20 | | | | | | — | | | | | | | | | 20 | | | | | | | | | — | | | | | | 20 | | | | | | | | |
Total other income (expense), net
|
| | | | 2,512 | | | | | | (1,190) | | | | | | 592 | | | | | | | | | 1,914 | | | | | | | | | — | | | | | | 1,914 | | | | | | | | |
Income (loss) from continuing operations before income taxes
|
| | | | 1,704 | | | | | | 4,766 | | | | | | 268 | | | | | | | | | 6,738 | | | | | | | | | — | | | | | | 6,738 | | | | | | | | |
(Provision for) benefit from taxes
|
| | | | — | | | | | | (1,572) | | | | | | (56) | | | |
(f)
|
| | | | (1,628) | | | | | | | | | — | | | | | | (1,628) | | | | | | | | |
Net income
|
| | | $ | 1,704 | | | | | $ | 3,194 | | | | | $ | 212 | | | | | | | | $ | 5,110 | | | | | | | | $ | — | | | | | $ | 5,110 | | | | | | | | |
Less: Net loss attributable to noncontrolling interest
|
| | | | — | | | | | | 341 | | | | | | — | | | | | | | | | 341 | | | | | | | | | — | | | | | | 341 | | | | | | | | |
Net income attributable to common shareholders
|
| | | $ | 1,704 | | | | | $ | 3,535 | | | | | $ | 212 | | | | | | | | $ | 5,451 | | | | | | | | $ | — | | | | | $ | 5,451 | | | | | | | | |
Post-Combination Company net income per common unit:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | | | | | | | | | | | | | | | | | | | | | $ | 0.05 | | | |
(g)
|
| | | | | | | | | $ | 0.06 | | | | | | (g) | | |
Diluted
|
| | | | | | | | | | | | | | | | | | | | | | | | $ | 0.05 | | | |
(g)
|
| | | | | | | | | $ | 0.06 | | | | | | (g) | | |
Post-Combination Company common units outstanding:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | | | | | | | | | | | | | | | | | | | | | | 101,730,965 | | | |
(g)
|
| | | | | | | | | | 90,192,865 | | | | | | (g) | | |
Diluted
|
| | | | | | | | | | | | | | | | | | | | | | | | | 109,325,825 | | | |
(g)
|
| | | | | | | | | | 97,787,725 | | | | | | (g) | | |
AdTheorent net income per common unit:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | | | | | | $ | 0.08 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Diluted
|
| | | | | | | | | $ | 0.08 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
MCAP
Historical |
| |
AdTheorent
Historical |
| |
Assuming No
Redemption Scenario |
| |
Assuming Illustrative
Maximum Redemption Scenario |
| | ||||||||||||||||||||
|
Transaction
Accounting Adjustments |
| | | | |
Pro Forma
Combined |
| | | | |
Additional
Transaction Accounting Adjustments |
| |
Pro Forma
Combined as Further Adjusted |
| | | | ||||||||||||||
AdTheorent weighted-average common units outstanding:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | | | | | | | 43,495,125 | | | | | | | | | | | | | | | | | | | | | | | |
Diluted
|
| | | | | | | | | | 46,862,940 | | | | | | | | | | | | | | | | | | | | | | | |
MCAP | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted-average Class A redeemable common shares outstanding, basic and diluted:
|
| | | | 28,526,273 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income per share of Class A
redeemable common stock basic and diluted |
| | | $ | 0.00 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted-average Class A and Class B
non-redeemable common shares outstanding, basic and diluted |
| | | | 9,977,775 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income per share of Class A and Class B non-redeemable common stock, basic and diluted
|
| | | $ | 0.17 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
MCAP
Historical |
| |
AdTheorent
Historical |
| |
Assuming No
Redemption Scenario |
| |
Assuming Illustrative Maximum
Redemption Scenario |
| | |||||||||||||||||||||||||||||||||||
|
Transaction
Accounting Adjustments |
| | | | |
Pro Forma
Combined |
| | | | |
Additional
Transaction Accounting Adjustments |
| |
Pro Forma
Combined as Further Adjusted |
| | | | | | | ||||||||||||||||||||||||||
Revenue
|
| | | $ | — | | | | | $ | 121,015 | | | | | $ | — | | | | | | | | $ | 121,015 | | | | | | | | $ | — | | | | | $ | 121,015 | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Platform operations
|
| | | | — | | | | | | 59,458 | | | | | | — | | | | | | | | | 59,458 | | | | | | | | | — | | | | | | 59,458 | | | | | | | | |
Sales and marketing
|
| | | | — | | | | | | 31,608 | | | | | | — | | | | | | | | | 31,608 | | | | | | | | | — | | | | | | 31,608 | | | | | | | | |
Technology and development
|
| | | | — | | | | | | 9,709 | | | | | | — | | | | | | | | | 9,709 | | | | | | | | | — | | | | | | 9,709 | | | | | | | | |
General and administrative
|
| | | | 19 | | | | | | 8,126 | | | | | | 4,277 | | | |
(a)
|
| | | | 17,422 | | | | | | | | | — | | | | | | 17,422 | | | | | | | | |
| | | | | | | | | | | | | | | | | 5,000 | | | |
(b)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total operating expenses
|
| | | | 19 | | | | | | 108,901 | | | | | | 9,277 | | | | | | | | | 118,197 | | | | | | | | | — | | | | | | 118,197 | | | | | | | | |
Income (loss) from operations
|
| | | | (19) | | | | | | 12,114 | | | | | | (9,277) | | | | | | | | | 2,818 | | | | | | | | | — | | | | | | 2,818 | | | | | | | | |
Interest income (expense), net
|
| | | | — | | | | | | (3,285) | | | | | | 3,209 | | | |
(d)
|
| | | | (76) | | | | | | | | | — | | | | | | (76) | | | | | | | | |
Other expense, net
|
| | | | — | | | | | | 646 | | | | | | — | | | | | | | | | 646 | | | | | | | | | — | | | | | | 646 | | | | | | | | |
Total other income (expense), net
|
| | | | — | | | | | | (2,639) | | | | | | 3,209 | | | | | | | | | 570 | | | | | | | | | — | | | | | | 570 | | | | | | | | |
Income from continuing operations before income taxes
|
| | | | (19) | | | | | | 9,475 | | | | | | (6,068) | | | | | | | | | 3,388 | | | | | | | | | — | | | | | | 3,388 | | | | | | | | |
(Provision for) benefit from taxes
|
| | | | — | | | | | | (2,780) | | | | | | 1,274 | | | |
(f)
|
| | | | (1,506) | | | | | | | | | — | | | | | | (1,506) | | | | | | | | |
Net income (loss)
|
| | | $ | (19) | | | | | $ | 6,695 | | | | | $ | (4,794) | | | | | | | | $ | 1,882 | | | | | | | | $ | — | | | | | $ | 1,882 | | | | | | | | |
Less: Net loss attributable to noncontrolling interest
|
| | | | — | | | | | | 632 | | | | | | — | | | | | | | | | 632 | | | | | | | | | — | | | | | | 632 | | | | | | | | |
Net income (loss) attributable to common shareholders
|
| | | $ | (19) | | | | | $ | 7,327 | | | | | $ | (4,794) | | | | | | | | $ | 2,514 | | | | | | | | $ | — | | | | | $ | 2,514 | | | | | | | | |
Post-Combination Company net income per common unit:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | | | | | | | | | | | | | | | | | | | | | $ | 0.02 | | | |
(g)
|
| | | | | | | | | $ | 0.03 | | | | | | (g) | | |
Diluted
|
| | | | | | | | | | | | | | | | | | | | | | | | $ | 0.02 | | | |
(g)
|
| | | | | | | | | $ | 0.03 | | | | | | (g) | | |
Post-Combination Company common units outstanding:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | | | | | | | | | | | | | | | | | | | | | | 101,730,965 | | | |
(g)
|
| | | | | | | | | | 90,192,865 | | | | | | (g) | | |
Diluted
|
| | | | | | | | | | | | | | | | | | | | | | | | | 109,325,825 | | | |
(g)
|
| | | | | | | | | | 97,787,725 | | | | | | (g) | | |
AdTheorent net income per common
unit: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | | | | | | $ | 0.17 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Diluted
|
| | | | | | | | | $ | 0.17 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
AdTheorent weighted-average common units outstanding:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | | | | | | | 43,399,728 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Diluted
|
| | | | | | | | | | 43,399,728 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
MCAP
Historical |
| |
AdTheorent
Historical |
| |
Assuming No
Redemption Scenario |
| |
Assuming Illustrative
Maximum Redemption Scenario |
| | |||||||||||||||||
|
Transaction
Accounting Adjustments |
| | | | |
Pro Forma
Combined |
| | | | |
Additional
Transaction Accounting Adjustments |
| |
Pro Forma
Combined as Further Adjusted |
| | | | |||||||||||
MCAP | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted-average Class A redeemable
common shares outstanding, basic and diluted: |
| | | | n/a | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income per share of Class A redeemable common stock basic and diluted
|
| | | | n/a | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted-average Class A and Class B
non-redeemable common shares outstanding, basic and diluted |
| | | | 6,875,000 | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss per share of Class A and Class B non-redeemable common stock, basic and diluted
|
| | | $ | 0.00 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
Share ownership in the Post-Combination Company
|
| |||||||||||||||||||||
| | |
Pro Forma Combined
(Assuming No Redemptions Scenario) |
| |
Pro Forma Combined
(Assuming Illustrative Maximum Redemptions Scenario)(1) |
| ||||||||||||||||||
Stockholder
|
| |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| ||||||||||||
Former non-H.I.G AdTheorent equityholders(2)(3)
|
| | | | 21,720,453 | | | | | | 21.4% | | | | | | 22,665,587 | | | | | | 25.1% | | |
H.I.G. Growth – AdTheorent, LLC
|
| | | | 28,928,137 | | | | | | 28.4% | | | | | | 30,186,903 | | | | | | 33.5% | | |
MCAP public stockholders(4)
|
| | | | 31,625,000 | | | | | | 31.1% | | | | | | 17,883,000 | | | | | | 19.8% | | |
MCAP Sponsor(5)(6)
|
| | | | 9,957,375 | | | | | | 9.8% | | | | | | 9,957,375 | | | | | | 11.0% | | |
PIPE Investors(7)
|
| | | | 9,500,000 | | | | | | 9.3% | | | | | | 9,500,000 | | | | | | 10.5% | | |
| | | | | 101,730,965 | | | | | | 100.0% | | | | | | 90,192,865 | | | | | | 100.0% | | |
Sources (in thousands)
|
| | | | | | | |
Uses (in thousands)
|
| | | | | | |
Cash and investments held in the Trust Account
|
| | | $ | 316,266 | | | |
Transaction expenses (including related
party fees and other charges |
| | | $ | 48,433 | | |
Shares and options of Post-Combination Company to shareholders
|
| | | | 582,435 | | | |
Shares and options of Post-Combination Company to shareholders
|
| | | | 582,435 | | |
PIPE Investment
|
| | | | 121,500 | | | | Debt repayment | | | | | 24,975 | | |
MCAP Cash
|
| | | | 1,129 | | | | Cash to balance sheet | | | | | 215,381 | | |
AdTheorent Cash
|
| | | | 19,281 | | | | Cash to shareholders | | | | | 169,387 | | |
Total sources
|
| | | $ | 1,040,611 | | | | | | | | $ | 1,040,611 | | |
Total consideration to shareholders
|
| | | | | | | | | | | | $ | 751,822 | | |
Sources (in thousands)
|
| | | | | | | |
Uses (in thousands)
|
| | | | | | |
Cash and investments held in the Trust Account
|
| | | $ | 178,846 | | | |
Transaction expenses (including related
party fees and other charges |
| | | $ | 45,547 | | |
Shares and options of Post-Combination
Company to shareholders |
| | | | 604,474 | | | |
Shares and options of Post-Combination Company to shareholders
|
| | | | 604,474 | | |
PIPE Investment
|
| | | | 121,500 | | | | Debt repayment | | | | | 24,975 | | |
MCAP Cash
|
| | | | 1,129 | | | | Cash to balance sheet | | | | | 100,000 | | |
AdTheorent Cash
|
| | | | 19,281 | | | | Cash to shareholders | | | | | 150,234 | | |
Total sources
|
| | | $ | 925,230 | | | | | | | | $ | 925,230 | | |
Total consideration to shareholders
|
| | | | | | | | | | | | $ | 754,708 | | |
| | | | | | | | |
Assuming
less debt payoff/additional debt |
| |
Assuming
additional PIPE investment |
| |
Assuming
a reduction to minimum cash |
| |||||||||||||||||||||||||||
| | |
Illustrative
Maximum Redemption Scenario |
| |
Pro Forma
Adjustments |
| |
Pro Forma
|
| |
Pro Forma
Adjustments |
| |
Pro Forma
|
| |
Pro Forma
Adjustments |
| |
Pro Forma
|
| |||||||||||||||||||||
Excerpt of the Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2021:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 100,000 | | | | | $ | (15,870)(1) | | | | | $ | 100,000 | | | | | $ | (15,870)(1) | | | | | $ | 100,000 | | | | | $ | (15,870)(1) | | | | | $ | 84,130 | | |
| | | | | | | | | | | 15,870(2) | | | | | | | | | | | | 15,870(6) | | | | | | | | | | | | | | | | | | | | |
Total assets
|
| | | | 199,300 | | | | | | — | | | | | | 199,300 | | | | | | — | | | | | | 199,300 | | | | | | (15,870) | | | | | | 183,430 | | |
Term Loan
|
| | | | — | | | | | | 15,870(2) | | | | | | 15,870 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Total liabilities
|
| | | | 85,896 | | | | | | 15,870 | | | | | | 101,766 | | | | | | — | | | | | | 85,896 | | | | | | — | | | | | | 85,896 | | |
Class A common stock
|
| | | | 9 | | | | | | — | | | | | | 9 | | | | | | — | | | | | | 9 | | | | | | — | | | | | | 9 | | |
Additional paid-in capital
|
| | | | 97,661 | | | | | | (15,870)(2) | | | | | | 81,791 | | | | | | — | | | | | | 97,661 | | | | | | (15,870)(1) | | | | | | 81,791 | | |
Total stockholders’/members’ equity
|
| | | | 113,404 | | | | | | (15,870) | | | | | | 97,534 | | | | | | — | | | | | | 113,404 | | | | | | (15,870) | | | | | | 97,534 | | |
Excerpt of the Unaudited Pro Forma Condensed Combined Statements of Operations for the six months ended June 30, 2021:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest income (expense), net
|
| | | $ | — | | | | | | (841)(3) | | | | | $ | (841) | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
(Provision for) benefit from taxes
|
| | | | (1,628) | | | | | | 177(4) | | | | | | (1,451) | | | | | | — | | | | | | (1,628) | | | | | | — | | | | | | (1,628) | | |
Net income (loss) attributable to common shareholders
|
| | | | 5,451 | | | | | | (664) | | | | | | 4,787 | | | | | | — | | | | | | 5,451 | | | | | | — | | | | | | 5,451 | | |
Post-Combination Company net income per common unit:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | $ | 0.06 | | | | | | | | | | | $ | 0.05 | | | | | | | | | | | $ | 0.06 | | | | | | | | | | | $ | 0.06 | | |
Diluted
|
| | | $ | 0.06 | | | | | | | | | | | $ | 0.05 | | | | | | | | | | | $ | 0.06 | | | | | | | | | | | $ | 0.06 | | |
Excerpt of the Unaudited Pro Forma Condensed Combined Statements of Operations for the year ended December 31, 2020:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest income (expense), net
|
| | | $ | (76) | | | | | $ | (1,682)(3) | | | | | $ | (1,758) | | | | | $ | — | | | | | $ | (76) | | | | | $ | — | | | | | $ | (76) | | |
(Provision for) benefit from taxes
|
| | | | (1,506) | | | | | | 353(4) | | | | | | (1,153) | | | | | | — | | | | | | (1,506) | | | | | | — | | | | | | (1,506) | | |
Net income (loss) attributable to common shareholders Post-Combination Company net income per common unit:
|
| | | | 2,514 | | | | | | (1,329) | | | | | | 1,185 | | | | | | — | | | | | | 2,514 | | | | | | — | | | | | | 2,514 | | |
Basic
|
| | | $ | 0.03 | | | | | | | | | | | $ | 0.01 | | | | | | | | | | | $ | 0.03 | | | | | | | | | | | $ | 0.03 | | |
Diluted
|
| | | $ | 0.03 | | | | | | | | | | | $ | 0.01 | | | | | | | | | | | $ | 0.03 | | | | | | | | | | | $ | 0.03 | | |
Share ownership in Post-Combination Company: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
AdTheorent stockholders
|
| | | | 52,852,490 | | | | | | — | | | | | | 52,852,490 | | | | | | — | | | | | | 52,852,490 | | | | | | — | | | | | | 52,852,490 | | |
MCAP public stockholders
|
| | | | 17,883,000 | | | | | | (1,587,000)(5) | | | | | | 16,296,000 | | | | | | (1,587,000)(5) | | | | | | 16,296,000 | | | | | | (1,587,000)(5) | | | | | | 16,296,000 | | |
MCAP Sponsor
|
| | | | 9,957,375 | | | | | | — | | | | | | 9,957,375 | | | | | | — | | | | | | 9,957,375 | | | | | | — | | | | | | 9,957,375 | | |
Third Party PIPE Investors
|
| | | | 9,500,000 | | | | | | — | | | | | | 9,500,000 | | | | | | 1,587,000(6) | | | | | | 11,087,000 | | | | | | — | | | | | | 9,500,000 | | |
Total common shares outstanding
|
| | | | 90,192,865 | | | | | | (1,587,000) | | | | | | 88,605,865 | | | | | | — | | | | | | 90,192,865 | | | | | | (1,587,000) | | | | | | 88,605,865 | | |
Stock options
|
| | | | 7,594,860 | | | | | | — | | | | | | 7,594,860 | | | | | | — | | | | | | 7,594,860 | | | | | | — | | | | | | 7,594,860 | | |
Total diluted shares outstanding
|
| | | | 97,787,725 | | | | | | (1,587,000) | | | | | | 96,200,725 | | | | | | — | | | | | | 97,787,725 | | | | | | (1,587,000) | | | | | | 96,200,725 | | |
In thousands:
|
| | | | | | |
Cash consideration per BCA
|
| | | $ | 162,039 | | |
Excess AdTheorent cash above $3.5 million
|
| | | | 15,781 | | |
Excess transaction costs above $40.0 million
|
| | | | (8,433) | | |
Total cash consideration no redemption scenario
|
| | | $ | 169,387 | | |
In thousands:
|
| | | | | | |
Minimum cash consideration per BCA
|
| | | $ | 140,000 | | |
Excess AdTheorent cash above $3.5 million
|
| | | | 15,781 | | |
Excess transaction costs above $40.0 million
|
| | | | (5,547) | | |
Total cash consideration illustrative max redemption scenario
|
| | | $ | 150,234 | | |
Total cash consideration no redemption scenario
|
| | | | 169,387 | | |
Difference
|
| | | $ | (19,153) | | |
| | |
Pro Forma
Combined (Assuming No Redemptions Scenario) |
| |
Pro Forma Combined
(Assuming Illustrative Maximum Redemptions Scenario) |
| ||||||
| | |
Shares
|
| |
Shares
|
| ||||||
AdTheorent equityholders
|
| | | | 50,648,590 | | | | | | 52,852,490 | | |
MCAP public stockholders
|
| | | | 31,625,000 | | | | | | 17,883,000 | | |
MCAP Sponsor(1)
|
| | | | 9,957,375 | | | | | | 9,957,375 | | |
Third Party PIPE Investors(2)
|
| | | | 9,500,000 | | | | | | 9,500,000 | | |
Total common shares outstanding
|
| | | | 101,730,965 | | | | | | 90,192,865 | | |
Stock options
|
| | | | 7,594,860 | | | | | | 7,594,860 | | |
Total diluted shares outstanding
|
| | | | 109,325,825 | | | | | | 97,787,725 | | |
| | |
Increase/(decrease)
in earn-out value |
| |
Increase/(decrease)
in earn-out liability |
| |
Increase/(decrease)
in future stock- based compensation expense |
| |||||||||
Stock price change with all other valuation inputs kept
consistent: |
| | | | | | | | | | | | | | | | | | |
Increase of stock price to $11.00
|
| | | $ | 7,000 | | | | | $ | 6,286 | | | | | $ | 714 | | |
Decease of stock price to $9.00
|
| | | $ | (6,900) | | | | | $ | (6,196) | | | | | $ | (704) | | |
Stock volatility change with all other valuation inputs kept consistent:
|
| | | | | | | | | | | | | | | | | | |
Increase of volatility by 10% to 78.4%
|
| | | $ | 800 | | | | | $ | 718 | | | | | $ | 82 | | |
Decrease of volatility by 10% to 58.4%
|
| | | $ | (1,400) | | | | | $ | (1,257) | | | | | $ | (143) | | |
| | |
Annual P&L
|
| |||||||||||||||||||||||||||||||||||||||
($ in Thousands)
|
| |
2017A
|
| |
2018A
|
| |
2019A
|
| |
2020A
|
| |
2021P
|
| |
2022P
|
| |
2023P
|
| |||||||||||||||||||||
Revenue | | | | $ | 83,093 | | | | | $ | 106,877 | | | | | $ | 120,406 | | | | | $ | 121,015 | | | | | $ | 157,713 | | | | | $ | 201,091 | | | | | $ | 252,960 | | |
% Growth
|
| | | | | | | | | | 29% | | | | | | 13% | | | | | | 1% | | | | | | 30% | | | | | | 28% | | | | | | 26% | | |
Revenue ex-TAC(1)
|
| | | $ | 50,727 | | | | | $ | 67,047 | | | | | $ | 77,528 | | | | | $ | 78,936 | | | | | $ | 102,362 | | | | | $ | 131,054 | | | | | $ | 167,020 | | |
% Growth
|
| | | | | | | | | | 32% | | | | | | 16% | | | | | | 2% | | | | | | 30% | | | | | | 28% | | | | | | 27% | | |
Platform Operations
|
| | | $ | 44,554 | | | | | $ | 54,492 | | | | | $ | 59,658 | | | | | $ | 59,426 | | | | | $ | 77,594 | | | | | $ | 97,231 | | | | | $ | 118,481 | | |
Sales & Marketing
|
| | | | 27,262 | | | | | | 30,367 | | | | | | 31,506 | | | | | | 31,900 | | | | | | 40,072 | | | | | | 48,959 | | | | | | 59,514 | | |
Technology & Development
|
| | | | 5,263 | | | | | | 6,817 | | | | | | 7,771 | | | | | | 8,464 | | | | | | 9,914 | | | | | | 13,140 | | | | | | 15,610 | | |
General & Administrative
|
| | | | 8,257 | | | | | | 10,725 | | | | | | 8,124 | | | | | | 8,424 | | | | | | 13,972 | | | | | | 21,019 | | | | | | 23,459 | | |
EBIT | | | | $ | (2,242) | | | | | $ | 4,476 | | | | | $ | 13,347 | | | | | $ | 12,800 | | | | | $ | 16,160 | | | | | $ | 20,742 | | | | | $ | 35,896 | | |
D&A
|
| | | | 9,696 | | | | | | 10,674 | | | | | | 9,647 | | | | | | 7,913 | | | | | | 7,950 | | | | | | 7,825 | | | | | | 8,011 | | |
EBITDA | | | | $ | 7,453 | | | | | $ | 15,151 | | | | | $ | 22,994 | | | | | $ | 20,713 | | | | | $ | 24,110 | | | | | $ | 28,566 | | | | | $ | 43,907 | | |
EBITDA Margin(2)
|
| | | | 15% | | | | | | 23% | | | | | | 30% | | | | | | 26% | | | | | | 24% | | | | | | 22% | | | | | | 26% | | |
Non-cash Stock
Compensation Adjustment |
| | | $ | 208 | | | | | $ | 490 | | | | | $ | 776 | | | | | $ | 657 | | | | | $ | 4,488 | | | | | $ | 8,000 | | | | | $ | 8,000 | | |
Other Adjustments
|
| | | $ | 6,724 | | | | | $ | 4,618 | | | | | $ | 3,456 | | | | | $ | 6,039 | | | | | $ | 2,050 | | | | | | — | | | | | | — | | |
Adjusted EBITDA
|
| | | $ | 14,385 | | | | | $ | 20,258 | | | | | $ | 27,226 | | | | | $ | 27,409 | | | | | $ | 30,648 | | | | | $ | 36,566 | | | | | $ | 51,907 | | |
Adj. EBITDA Margin(2)
|
| | | | 28% | | | | | | 30% | | | | | | 35% | | | | | | 35% | | | | | | 30% | | | | | | 28% | | | | | | 31% | | |
Name
|
| |
Title
|
|
James Lawson | | | Chief Executive Officer | |
Charles Jordan | | | Secretary and Vice President | |
|
Advisory Charter Proposal
|
| |
Current Charter
|
| |
Proposed Charter
|
|
|
Advisory Proposal A — Changes in Share Capital
|
| | The Current Charter authorizes 221,000,000 shares, consisting of (a) 220,000,000 shares of common stock, including 200,000,000 shares of Class A common stock and 20,000,000 shares of Class B common stock and (b) 1,000,000 shares of preferred stock. | | | The Proposed Charter would authorize 370,000,000 shares, consisting of (a) 350,000,000 shares of common stock and (b) 20,000,000 shares of preferred stock. | |
|
Advisory Proposal B — Amendments to the Terms of the Class B Common Stock
|
| | Prior to the business combination, shares of Class B common stock are identical to shares of Class A common stock, and holders of shares of Class B common stock have the same stockholder rights as shares of Class A common stock, except that (i) the shares of Class B common stock are subject to certain transfer restrictions, (ii) MCAP’s officers and directors and the initial stockholders have entered into a letter agreement with MCAP’s, pursuant to which they have agreed to waive certain redemption and liquidation rights, (iii) shares of Class B common stock will automatically convert into shares of Class A common stock at the business combination on a one-for-one basis and (iv) are entitled to registration rights. See “Description of Securities — Capital Structure Prior to the Business Combination — Common Stock — Founder Shares.” | | | The Proposed Charter does not delineate classes of common stock. The Proposed Charter only provides for shares of common and preferred stock. | |
|
Advisory Proposal C — Changes in Connection with Corporate Opportunity Doctrine
|
| | The Current Charter provides for the waiver of the corporate opportunity doctrine with respect to any officer or director of MCAP unless such | | | The Proposed Charter provides for the waiver of the corporate opportunity doctrine with respect to H.I.G. and its affiliates and any | |
|
Advisory Charter Proposal
|
| |
Current Charter
|
| |
Proposed Charter
|
|
| | | | opportunity is expressly offered to such person in his or her capacity as a director or officer and such opportunity is one MCAP is legally and contractually permitted to undertake and would otherwise be reasonable for MCAP to pursue, and to the extent the director or officer is permitted to refer that opportunity to MCAP without violating another legal obligation. | | | Non-Employee Director or his or her affiliates. | |
|
Advisory Proposal D — Changes Relating to the Stockholders Agreement
|
| | The Current Charter does not contain provisions subjecting certain amendments to and certain actions under the Current Charter to any stockholders agreement. | | |
The Proposed Charter provides that certain actions under the Proposed Charter relating to the nomination and election of directors are subject to the Stockholders Agreement.
Pursuant to the Stockholders Agreement, the Blocker Member and the Sponsor will have certain rights to designate directors to the combined company’s board of directors. For additional information, see “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Stockholders Agreement.”
|
|
|
Advisory Proposal E — Stockholder Action by Written Consent
|
| | The Current Charter provides that any action required or permitted to be taken by the stockholders of MCAP must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders other than with respect to Class B Common Stock with respect to which action may be taken by written consent. | | | The Proposed Charter provides that any action required or permitted to be taken by the stockholders of the combined company must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders. | |
|
Advisory Proposal F — Required Vote to Amend Certain Provisions of the Proposed Charter
|
| | The Current Charter provides that, with limited exceptions, amendments to the Current Charter require the affirmative vote of the holders of a majority of the voting power of MCAP’s outstanding common stock entitled to vote thereon. | | | The Proposed Charter provides that amendments to the Proposed Charter will require the affirmative vote of the holders of at least 66 2/3% of the voting power of the then outstanding shares of capital stock of the combined company entitled to vote, voting together as a single class. | |
|
Advisory Proposal G — Required Vote for the Removal of Directors
|
| | The Current Charter provides that directors may be removed by the affirmative vote of the holders a majority of MCAP’s outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class. | | | The Proposed Charter provides that directors may be removed by the affirmative vote of the holders of at least 66 2/3% of voting stock of the combined company entitled to vote at an election of directors. | |
|
Advisory Charter Proposal
|
| |
Current Charter
|
| |
Proposed Charter
|
|
|
Advisory Proposal H — Changes in Connection with Adoption of the Proposed Charter
|
| | The Current Charter contains various provisions applicable only to blank check companies. | | | The Proposed Charter would (i) change the post-business combination company’s corporate name from “MCAP Acquisition Corporation” to “AdTheorent Holding Company, Inc.” and make the Company’s corporate existence perpetual and (ii) remove certain provisions related to MCAP’s status as a blank check company that will no longer apply upon consummation of the business combination. | |
Name and Principal Position
|
| |
Year
|
| |
Salary
($) |
| |
Non-Equity
Incentive Plan Compensation ($) |
| |
All Other
Compensation ($) |
| |
Total
($) |
| |||||||||||||||
James Lawson
Chief Executive Officer |
| | | | 2020 | | | | | | 425,000 | | | | | | 300,000(1) | | | | | | 11,400(2) | | | | | | 736,400 | | |
Bill Todd
Chief Revenue Officer |
| | | | 2020 | | | | | | 341,250 | | | | | | 360,000(1) | | | | | | 11,400(2) | | | | | | 712,650 | | |
Chuck Jordan
Chief Financial Officer |
| | | | 2020 | | | | | | 302,500 | | | | | | 165,000(1) | | | | | | 10,632(2) | | | | | | 478,132 | | |
Name
|
| |
Target Bonus
Opportunity |
| |
Attainment
Percentage |
| |
Annual Bonus
Amount |
| |||||||||
James Lawson
|
| | | $ | 200,000 | | | | | | 150% | | | | | $ | 300,000 | | |
Bill Todd
|
| | | $ | 300,000 | | | | | | 120% | | | | | $ | 360,000 | | |
Chuck Jordan
|
| | | $ | 110,000 | | | | | | 150% | | | | | $ | 165,000 | | |
Name
|
| |
Option Awards
|
| |||||||||||||||||||||||||||
|
Grant
Date |
| |
Number of
Securities Underlying Unexercised Options Exercisable (#) |
| |
Number of
Securities Underlying Unexercised Options Unexercisable (#) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |||||||||||||||||
James Lawson
|
| | | | 10/1/17 | | | | | | 525,000 | | | | | | 0 | | | | | | 0.73 | | | | | | 10/1/27 | | |
| | | | | 5/6/19(1) | | | | | | 302,500 | | | | | | 302,500 | | | | | | 1.15 | | | | | | 5/6/29 | | |
Bill Todd
|
| | | | 5/6/19(2) | | | | | | 178,698 | | | | | | 186,302 | | | | | | 1.15 | | | | | | 5/6/29 | | |
Chuck Jordan
|
| | | | 10/1/17 | | | | | | 72,000 | | | | | | 0 | | | | | | 0.73 | | | | | | 10/1/27 | | |
| | | | | 2/15/18(3) | | | | | | 37,500 | | | | | | 12,500 | | | | | | 0.92 | | | | | | 2/15/28 | | |
| | | | | 5/6/19(4) | | | | | | 25,000 | | | | | | 25,000 | | | | | | 1.15 | | | | | | 5/6/29 | | |
| | |
Year Ended December 31,
|
| | | | | | | |
Six Months Ended June 30,
|
| | |||||||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
%
Change |
| |
2021
|
| |
2020
|
| |
%
Change |
| ||||||||||||||||||
Active Customers
|
| | | | 270 | | | | | | 275 | | | | | | -1.8% | | | | | | 287 | | | | | | 280 | | | | | | 2.5% | | |
| | |
Six Months Ended June 30 (unaudited)
|
| | | | | | | | | | | | | |||||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
Change
|
| |
%
|
| ||||||||||||||||||||||||
(amounts in US Dollars)
|
| |
(in thousands, except for percentages)
|
| | | | | | | | | | | | | |||||||||||||||||||||
Revenue
|
| | | $ | 70,834 | | | | | | 100.0% | | | | | $ | 44,899 | | | | | | 100.0% | | | | | $ | 25,935 | | | | | | 57.8% | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Platform operations
|
| | | | 33,151 | | | | | | 46.8% | | | | | | 23,628 | | | | | | 52.6% | | | | | | 9,523 | | | | | | 40.3% | | |
Sales and marketing
|
| | | | 16,480 | | | | | | 23.3% | | | | | | 14,496 | | | | | | 32.3% | | | | | | 1,984 | | | | | | 13.7% | | |
Technology and development
|
| | | | 5,133 | | | | | | 7.2% | | | | | | 4,493 | | | | | | 10.0% | | | | | | 640 | | | | | | 14.2% | | |
General and administrative
|
| | | | 10,114 | | | | | | 14.3% | | | | | | 3,779 | | | | | | 8.4% | | | | | | 6,335 | | | | | | 167.6% | | |
Total operating expenses
|
| | | | 64,878 | | | | | | 91.6% | | | | | | 46,396 | | | | | | 103.3% | | | | | | 18,482 | | | | | | 39.8% | | |
Income (loss) from operations
|
| | | | 5,956 | | | | | | 8.4% | | | | | | (1,497) | | | | | | -3.3% | | | | | | 7,453 | | | | | | 497.9% | | |
Interest expense, net
|
| | | | (1,210) | | | | | | -1.7% | | | | | | (1,815) | | | | | | -4.0% | | | | | | 605 | | | | | | -33.3% | | |
Other income (expense), net
|
| | | | 20 | | | | | | 0.0% | | | | | | (1) | | | | | | 0.0% | | | | | | 21 | | | | | | 0.0% | | |
Total other expense, net
|
| | | | (1,190) | | | | | | -1.7% | | | | | | (1,816) | | | | | | -4.0% | | | | | | 626 | | | | | | -34.5% | | |
Income (loss) from operations before income taxes
|
| | | | 4,766 | | | | | | 6.7% | | | | | | (3,313) | | | | | | -7.4% | | | | | | 8,079 | | | | | | 243.9% | | |
Provision (for) benefit from taxes
|
| | | | (1,572) | | | | | | -2.2% | | | | | | 924 | | | | | | 2.1% | | | | | | (2,496) | | | | | | -270.1% | | |
Net income (loss)
|
| | | $ | 3,194 | | | | | | 4.5% | | | | | $ | (2,389) | | | | | | -5.3% | | | | | $ | 5,583 | | | | | | 233.7% | | |
| | |
Year Ended December 31,
|
| | | | | | | | | | | | | |||||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
Change
|
| |
%
|
| ||||||||||||||||||||||||
(amounts in US Dollars)
|
| |
(in thousands, except for percentages)
|
| | | | | | | | | | | | | |||||||||||||||||||||
Revenue
|
| | | $ | 121,015 | | | | | | 100.0% | | | | | $ | 120,406 | | | | | | 100.0% | | | | | $ | 609 | | | | | | 0.5% | | |
| | |
Year Ended December 31,
|
| | | | | | | | | | | | | |||||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
Change
|
| |
%
|
| ||||||||||||||||||||||||
(amounts in US Dollars)
|
| |
(in thousands, except for percentages)
|
| | | | | | | | | | | | | |||||||||||||||||||||
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Platform operations
|
| | | | 59,458 | | | | | | 49.1% | | | | | | 59,691 | | | | | | 49.6% | | | | | | (233) | | | | | | -0.4% | | |
Sales and marketing
|
| | | | 31,608 | | | | | | 26.1% | | | | | | 31,119 | | | | | | 25.8% | | | | | | 489 | | | | | | 1.6% | | |
Technology and development
|
| | | | 9,709 | | | | | | 8.0% | | | | | | 8,052 | | | | | | 6.7% | | | | | | 1,657 | | | | | | 20.6% | | |
General and administrative
|
| | | | 8,126 | | | | | | 6.7% | | | | | | 7,918 | | | | | | 6.6% | | | | | | 208 | | | | | | 2.6% | | |
Total operating expenses
|
| | | | 108,901 | | | | | | 90.0% | | | | | | 106,780 | | | | | | 88.7% | | | | | | 2,121 | | | | | | 2.0% | | |
Income from operations
|
| | | | 12,114 | | | | | | 10.0% | | | | | | 13,626 | | | | | | 11.3% | | | | | | (1,512) | | | | | | -11.1% | | |
Interest expense, net
|
| | | | (3,285) | | | | | | -2.7% | | | | | | (4,145) | | | | | | -3.4% | | | | | | 860 | | | | | | -20.7% | | |
Other income (expense), net
|
| | | | 646 | | | | | | 0.5% | | | | | | (1,965) | | | | | | -1.6% | | | | | | 2,611 | | | | | | -132.9% | | |
Total other expense, net
|
| | | | (2,639) | | | | | | -2.2% | | | | | | (6,110) | | | | | | -5.1% | | | | | | 3,471 | | | | | | -56.8% | | |
Income from operations before income
taxes |
| | | | 9,475 | | | | | | 7.8% | | | | | | 7,516 | | | | | | 6.2% | | | | | | 1,959 | | | | | | 26.1% | | |
Provision for taxes
|
| | | | (2,780) | | | | | | -2.3% | | | | | | (2,029) | | | | | | -1.7% | | | | | | (751) | | | | | | 37.0% | | |
Net income
|
| | | $ | 6,695 | | | | | | 5.5% | | | | | $ | 5,487 | | | | | | 4.6% | | | | | $ | 1,208 | | | | | | 22.0% | | |
|
| | |
Three Months Ended
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
March 31,
2019 |
| |
June 30,
2019 |
| |
September 30,
2019 |
| |
December 31,
2019 |
| |
March 31,
2020 |
| |
June 30,
2020 |
| |
September 30,
2020 |
| |
December 31,
2020 |
| |
March 31,
2021 |
| |
June 30,
2021 |
| ||||||||||||||||||||||||||||||
(amounts in US Dollars)
|
| |
(in thousands, except for percentages)
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenue
|
| | | $ | 22,853 | | | | | $ | 28,335 | | | | | $ | 29,452 | | | | | $ | 39,766 | | | | | $ | 23,835 | | | | | $ | 21,064 | | | | | $ | 29,011 | | | | | $ | 47,105 | | | | | $ | 30,967 | | | | | $ | 39,867 | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
Platform operations
|
| | | | 11,621 | | | | | | 13,570 | | | | | | 14,573 | | | | | | 19,927 | | | | | | 12,259 | | | | | | 11,369 | | | | | | 14,438 | | | | | | 21,392 | | | | | | 14,888 | | | | | | 18,263 | | |
Sales and marketing
|
| | | | 7,070 | | | | | | 7,424 | | | | | | 7,692 | | | | | | 8,933 | | | | | | 7,630 | | | | | | 6,866 | | | | | | 7,694 | | | | | | 9,418 | | | | | | 8,058 | | | | | | 8,422 | | |
Technology and development
|
| | | | 1,865 | | | | | | 1,910 | | | | | | 2,019 | | | | | | 2,258 | | | | | | 2,014 | | | | | | 2,479 | | | | | | 2,501 | | | | | | 2,715 | | | | | | 2,463 | | | | | | 2,670 | | |
General and administrative
|
| | | | 1,750 | | | | | | 2,103 | | | | | | 1,767 | | | | | | 2,298 | | | | | | 1,754 | | | | | | 2,025 | | | | | | 1,978 | | | | | | 2,369 | | | | | | 2,137 | | | | | | 7,977 | | |
Total operating expenses
|
| | | | 22,306 | | | | | | 25,007 | | | | | | 26,051 | | | | | | 33,416 | | | | | | 23,657 | | | | | | 22,739 | | | | | | 26,611 | | | | | | 35,894 | | | | | | 27,546 | | | | | | 37,332 | | |
Income (loss) from operations
|
| | | | 547 | | | | | | 3,328 | | | | | | 3,401 | | | | | | 6,350 | | | | | | 178 | | | | | | (1,675) | | | | | | 2,400 | | | | | | 11,211 | | | | | | 3,421 | | | | | | 2,535 | | |
Interest expense, net
|
| | | | (1,122) | | | | | | (1,118) | | | | | | (974) | | | | | | (931) | | | | | | (873) | | | | | | (942) | | | | | | (755) | | | | | | (715) | | | | | | (600) | | | | | | (610) | | |
Other income (expense), net
|
| | | | 1 | | | | | | (57) | | | | | | (992) | | | | | | (917) | | | | | | (1) | | | | | | — | | | | | | 641 | | | | | | 6 | | | | | | — | | | | | | 20 | | |
Total other expense, net
|
| | | | (1,121) | | | | | | (1,175) | | | | | | (1,966) | | | | | | (1,848) | | | | | | (874) | | | | | | (942) | | | | | | (114) | | | | | | (709) | | | | | | (600) | | | | | | (590) | | |
Income (loss) from operations before income taxes
|
| | | | (574) | | | | | | 2,153 | | | | | | 1,435 | | | | | | 4,502 | | | | | | (696) | | | | | | (2,617) | | | | | | 2,286 | | | | | | 10,502 | | | | | | 2,821 | | | | | | 1,945 | | |
Provision (for) benefit from
taxes |
| | | | 155 | | | | | | (579) | | | | | | (386) | | | | | | (1,219) | | | | | | 192 | | | | | | 732 | | | | | | (709) | | | | | | (2,995) | | | | | | (988) | | | | | | (584) | | |
Net income (loss)
|
| | | $ | (419) | | | | | $ | 1,574 | | | | | $ | 1,049 | | | | | $ | 3,283 | | | | | $ | (504) | | | | | $ | (1,885) | | | | | $ | 1,577 | | | | | $ | 7,507 | | | | | $ | 1,833 | | | | | $ | 1,361 | | |
| | |
Year Ended December 31,
|
| |
Six Months Ended June 30,
|
| ||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2021
|
| |
2020
|
| ||||||||||||
(amounts in US Dollars)
|
| |
(in thousands, except for percentages)
|
| |||||||||||||||||||||
Revenue
|
| | | $ | 121,015 | | | | | $ | 120,406 | | | | | $ | 70,834 | | | | | $ | 44,899 | | |
Less: Platform operations
|
| | | | 59,458 | | | | | | 59,691 | | | | | | 33,151 | | | | | | 23,628 | | |
Gross Profit
|
| | | | 61,557 | | | | | | 60,715 | | | | | | 37,683 | | | | | | 21,271 | | |
Add back: Other platform operations
|
| | | | 17,475 | | | | | | 16,996 | | | | | | 9,767 | | | | | | 7,993 | | |
Adjusted Gross Profit(1)
|
| | | $ | 79,032 | | | | | $ | 77,711 | | | | | $ | 47,450 | | | | | $ | 29,264 | | |
| | |
Year Ended December 31,
|
| |
Six Months Ended June 30,
|
| ||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2021
|
| |
2020
|
| ||||||||||||
(amounts in US Dollars)
|
| |
(in thousands, except for percentages)
|
| |||||||||||||||||||||
Net income (loss)
|
| | | $ | 6,695 | | | | | $ | 5,487 | | | | | $ | 3,194 | | | | | $ | (2,389) | | |
| | |
Year Ended December 31,
|
| |
Six Months Ended
June 30, |
| ||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2021
|
| |
2020
|
| ||||||||||||
(amounts in US Dollars)
|
| |
(in thousands, except for percentages)
|
| |||||||||||||||||||||
Interest expense, net
|
| | | | 3,285 | | | | | | 4,145 | | | | | | 1,210 | | | | | | 1,815 | | |
Tax expense (benefit)
|
| | | | 2,780 | | | | | | 2,029 | | | | | | 1,572 | | | | | | (924) | | |
Depreciation and amortization
|
| | | | 8,134 | | | | | | 9,365 | | | | | | 4,224 | | | | | | 3,986 | | |
EBITDA(1) | | | | $ | 20,894 | | | | | $ | 21,026 | | | | | $ | 10,200 | | | | | $ | 2,488 | | |
Equity based compensation
|
| | | | 657 | | | | | | 776 | | | | | | 272 | | | | | | 365 | | |
Transaction costs(2)
|
| | | | 1,412 | | | | | | 3,200 | | | | | | 2,438 | | | | | | 852 | | |
Management fees(3)
|
| | | | 872 | | | | | | 898 | | | | | | 435 | | | | | | 435 | | |
Lease termination fee(4)
|
| | | | — | | | | | | — | | | | | | 4,243 | | | | | | — | | |
Non-core operations(5)
|
| | | | 1,047 | | | | | | 1,208 | | | | | | 1,194 | | | | | | 540 | | |
Adjusted EBITDA(1)
|
| | | $ | 24,882 | | | | | $ | 27,108 | | | | | $ | 18,782 | | | | | $ | 4,680 | | |
|
(amounts in US Dollars)
|
| |
Year Ended December 31,
|
| |
Six Months Ended June 30,
|
| ||||||||||||||||||
|
2020
|
| |
2019
|
| |
2021
|
| |
2020
|
| ||||||||||||||
|
(in thousands, except for percentages)
|
| |||||||||||||||||||||||
Gross Profit
|
| | | $ | 61,557 | | | | | $ | 60,715 | | | | | $ | 37,683 | | | | | $ | 21,271 | | |
Net income (loss)
|
| | | $ | 6,695 | | | | | $ | 5,487 | | | | | $ | 3,194 | | | | | $ | (2,389) | | |
Net income (loss) as a % of Gross Profit
|
| | | | 10.9% | | | | | | 9.0% | | | | | | 8.5% | | | | | | -11.2% | | |
Adjusted Gross Profit(1)
|
| | | $ | 79,032 | | | | | $ | 77,711 | | | | | $ | 47,450 | | | | | $ | 29,264 | | |
Adjusted EBITDA(1)
|
| | | $ | 24,882 | | | | | $ | 27,108 | | | | | $ | 18,782 | | | | | $ | 4,680 | | |
Adjusted EBITDA as a % of Adjusted Gross Profit(1)
|
| | | | 31.5% | | | | | | 34.9% | | | | | | 39.6% | | | | | | 16.0% | | |
Gross Profit
|
| | | $ | 61,557 | | | | | $ | 60,715 | | | | | $ | 37,683 | | | | | $ | 21,271 | | |
Revenue
|
| | | $ | 121,015 | | | | | $ | 120,406 | | | | | $ | 70,834 | | | | | $ | 44,899 | | |
Gross Profit as a % of Revenue
|
| | | | 50.9% | | | | | | 50.4% | | | | | | 53.2% | | | | | | 47.4% | | |
Revenue | | | | $ | 121,015 | | | | | $ | 120,406 | | | | | $ | 70,834 | | | | | $ | 44,899 | | |
Adjusted Gross Profit(1)
|
| | | $ | 79,032 | | | | | $ | 77,711 | | | | | $ | 47,450 | | | | | $ | 29,264 | | |
Adjusted Gross Profit as a % of Revenue(1)
|
| | | | 65.3% | | | | | | 64.5% | | | | | | 67.0% | | | | | | 65.2% | | |
| | |
Three Months Ended
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
March 31,
2019 |
| |
June 30,
2019 |
| |
September 30,
2019 |
| |
December 31,
2019 |
| |
March 31,
2020 |
| |
June 30,
2020 |
| |
September 30,
2020 |
| |
December 31,
2020 |
| |
March 31,
2021 |
| |
June 30,
2021 |
| ||||||||||||||||||||||||||||||
(amounts in US Dollars)
|
| |
(in thousands, except for percentages)
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenue
|
| | | $ | 22,853 | | | | | $ | 28,335 | | | | | $ | 29,452 | | | | | $ | 39,766 | | | | | $ | 23,835 | | | | | $ | 21,064 | | | | | $ | 29,011 | | | | | $ | 47,105 | | | | | $ | 30,967 | | | | | $ | 39,867 | | |
Less: Platform operations
|
| | | | 11,621 | | | | | | 13,570 | | | | | | 14,573 | | | | | | 19,927 | | | | | | 12,259 | | | | | | 11,369 | | | | | | 14,438 | | | | | | 21,392 | | | | | | 14,888 | | | | | | 18,263 | | |
Gross Profit
|
| | | $ | 11,232 | | | | | $ | 14,765 | | | | | $ | 14,879 | | | | | $ | 19,839 | | | | | $ | 11,576 | | | | | $ | 9,695 | | | | | $ | 14,573 | | | | | $ | 25,713 | | | | | $ | 16,079 | | | | | $ | 21,604 | | |
Add back: Other platform operations
|
| | | | 3,841 | | | | | | 4,072 | | | | | | 4,441 | | | | | | 4,642 | | | | | | 3,975 | | | | | | 4,018 | | | | | | 4,261 | | | | | | 5,221 | | | | | | 4,719 | | | | | | 5,048 | | |
Adjusted Gross Profit(1)
|
| | | $ | 15,073 | | | | | $ | 18,837 | | | | | $ | 19,320 | | | | | $ | 24,481 | | | | | $ | 15,551 | | | | | $ | 13,713 | | | | | $ | 18,834 | | | | | $ | 30,934 | | | | | $ | 20,798 | | | | | $ | 26,652 | | |
| | |
Three Months Ended
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
March 31,
2019 |
| |
June 30,
2019 |
| |
September 30,
2019 |
| |
December 31,
2019 |
| |
March 31,
2020 |
| |
June 30,
2020 |
| |
September 30,
2020 |
| |
December 31,
2020 |
| |
March 31,
2021 |
| |
June 30,
2021 |
| ||||||||||||||||||||||||||||||
(amounts in US Dollars)
|
| |
(in thousands, except for percentages)
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net income (loss)
|
| | | $ | (419) | | | | | $ | 1,574 | | | | | $ | 1,049 | | | | | $ | 3,283 | | | | | $ | (504) | | | | | $ | (1,885) | | | | | $ | 1,577 | | | | | $ | 7,507 | | | | | $ | 1,833 | | | | | $ | 1,361 | | |
Interest expense, net
|
| | | | 1,122 | | | | | | 1,118 | | | | | | 974 | | | | | | 931 | | | | | | 873 | | | | | | 942 | | | | | | 755 | | | | | | 715 | | | | | | 600 | | | | | | 610 | | |
Tax expense (benefit)
|
| | | | (155) | | | | | | 579 | | | | | | 386 | | | | | | 1,219 | | | | | | (192) | | | | | | (732) | | | | | | 709 | | | | | | 2,995 | | | | | | 988 | | | | | | 584 | | |
Depreciation and amortization
|
| | | | 2,289 | | | | | | 2,326 | | | | | | 2,362 | | | | | | 2,388 | | | | | | 1,967 | | | | | | 2,019 | | | | | | 2,060 | | | | | | 2,088 | | | | | | 2,102 | | | | | | 2,122 | | |
EBITDA(1) | | | | $ | 2,837 | | | | | $ | 5,597 | | | | | $ | 4,771 | | | | | $ | 7,821 | | | | | $ | 2,144 | | | | | $ | 344 | | | | | $ | 5,101 | | | | | $ | 13,305 | | | | | $ | 5,523 | | | | | $ | 4,677 | | |
Equity based compensation
|
| | | | 98 | | | | | | 270 | | | | | | 184 | | | | | | 224 | | | | | | 194 | | | | | | 171 | | | | | | 182 | | | | | | 110 | | | | | | 164 | | | | | | 108 | | |
Transaction costs(2)
|
| | | | 283 | | | | | | 239 | | | | | | 1,402 | | | | | | 1,276 | | | | | | 311 | | | | | | 541 | | | | | | 264 | | | | | | 296 | | | | | | 241 | | | | | | 2,197 | | |
Management fees(3)
|
| | | | 222 | | | | | | 224 | | | | | | 221 | | | | | | 231 | | | | | | 217 | | | | | | 218 | | | | | | 219 | | | | | | 218 | | | | | | 217 | | | | | | 218 | | |
Lease termination fee(4)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,243 | | |
Non-core operations(5)
|
| | | | 312 | | | | | | 303 | | | | | | 293 | | | | | | 300 | | | | | | 228 | | | | | | 312 | | | | | | 259 | | | | | | 248 | | | | | | 599 | | | | | | 595 | | |
Adjusted EBITDA(1)
|
| | | $ | 3,752 | | | | | $ | 6,633 | | | | | $ | 6,871 | | | | | $ | 9,852 | | | | | $ | 3,094 | | | | | $ | 1,586 | | | | | $ | 6,025 | | | | | $ | 14,177 | | | | | $ | 6,744 | | | | | $ | 12,038 | | |
| | |
Three Months Ended
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
March 31,
2019 |
| |
June 30,
2019 |
| |
September 30,
2019 |
| |
December 31,
2019 |
| |
March 31,
2020 |
| |
June 30,
2020 |
| |
September 30,
2020 |
| |
December 31,
2020 |
| |
March 31,
2021 |
| |
June 30,
2021 |
| ||||||||||||||||||||||||||||||
(amounts in US Dollars)
|
| |
(in thousands, except for percentages)
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gross Profit
|
| | | $ | 11,232 | | | | | $ | 14,765 | | | | | $ | 14,879 | | | | | $ | 19,839 | | | | | $ | 11,576 | | | | | $ | 9,695 | | | | | $ | 14,573 | | | | | $ | 25,713 | | | | | $ | 16,079 | | | | | $ | 21,604 | | |
Net income (loss)
|
| | | $ | (419) | | | | | $ | 1,574 | | | | | $ | 1,049 | | | | | $ | 3,283 | | | | | $ | (504) | | | | | $ | (1,885) | | | | | $ | 1,577 | | | | | $ | 7,507 | | | | | $ | 1,833 | | | | | $ | 1,361 | | |
Net income (loss) as a % of Gross Profit
|
| | | | -3.7% | | | | | | 10.7% | | | | | | 7.1% | | | | | | 16.5% | | | | | | -4.4% | | | | | | -19.4% | | | | | | 10.8% | | | | | | 29.2% | | | | | | 11.4% | | | | | | 6.3% | | |
Adjusted Gross Profit(1)
|
| | | $ | 15,073 | | | | | $ | 18,837 | | | | | $ | 19,320 | | | | | $ | 24,481 | | | | | $ | 15,551 | | | | | $ | 13,713 | | | | | $ | 18,834 | | | | | $ | 30,934 | | | | | $ | 20,798 | | | | | $ | 26,652 | | |
Adjusted EBITDA(1)
|
| | | $ | 3,752 | | | | | $ | 6,633 | | | | | $ | 6,871 | | | | | $ | 9,852 | | | | | $ | 3,094 | | | | | $ | 1,586 | | | | | $ | 6,025 | | | | | $ | 14,177 | | | | | $ | 6,744 | | | | | $ | 12,038 | | |
Adjusted EBITDA as a % of Adjusted Gross Profit(1)
|
| | | | 24.9% | | | | | | 35.2% | | | | | | 35.6% | | | | | | 40.2% | | | | | | 19.9% | | | | | | 11.6% | | | | | | 32.0% | | | | | | 45.8% | | | | | | 32.4% | | | | | | 45.2% | | |
Gross Profit
|
| | | $ | 11,232 | | | | | $ | 14,765 | | | | | $ | 14,879 | | | | | $ | 19,839 | | | | | $ | 11,576 | | | | | $ | 9,695 | | | | | $ | 14,573 | | | | | $ | 25,713 | | | | | $ | 16,079 | | | | | $ | 21,604 | | |
Revenue
|
| | | $ | 22,853 | | | | | $ | 28,335 | | | | | $ | 29,452 | | | | | $ | 39,766 | | | | | $ | 23,835 | | | | | $ | 21,064 | | | | | $ | 29,011 | | | | | $ | 47,105 | | | | | $ | 30,967 | | | | | $ | 39,867 | | |
Gross Profit as a % of Revenue
|
| | | | 49.1% | | | | | | 52.1% | | | | | | 50.5% | | | | | | 49.9% | | | | | | 48.6% | | | | | | 46.0% | | | | | | 50.2% | | | | | | 54.6% | | | | | | 51.9% | | | | | | 54.2% | | |
Revenue
|
| | | $ | 22,853 | | | | | $ | 28,335 | | | | | $ | 29,452 | | | | | $ | 39,766 | | | | | $ | 23,835 | | | | | $ | 21,064 | | | | | $ | 29,011 | | | | | $ | 47,105 | | | | | $ | 30,967 | | | | | $ | 39,867 | | |
Adjusted Gross Profit(1)
|
| | | $ | 15,073 | | | | | $ | 18,837 | | | | | $ | 19,320 | | | | | $ | 24,481 | | | | | $ | 15,551 | | | | | $ | 13,713 | | | | | $ | 18,834 | | | | | $ | 30,934 | | | | | $ | 20,798 | | | | | $ | 26,652 | | |
Adjusted Gross Profit as a % of
Revenue(1) |
| | | | 66.0% | | | | | | 66.5% | | | | | | 65.6% | | | | | | 61.6% | | | | | | 65.2% | | | | | | 65.1% | | | | | | 64.9% | | | | | | 65.7% | | | | | | 67.2% | | | | | | 66.9% | | |
| | |
Three Months Ended
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
March 31,
2019 |
| |
June 30,
2019 |
| |
September 30,
2019 |
| |
December 31,
2019 |
| |
March 31,
2020 |
| |
June 30,
2020 |
| |
September 30,
2020 |
| |
December 31,
2020 |
| |
March 31,
2021 |
| |
June 30,
2021 |
| ||||||||||||||||||||||||||||||
Active Customers
|
| | | | 251 | | | | | | 270 | | | | | | 271 | | | | | | 275 | | | | | | 282 | | | | | | 280 | | | | | | 284 | | | | | | 270 | | | | | | 280 | | | | | | 287 | | |
| | |
As of December 31,
|
| |
(unaudited)
As of June 30, |
| ||||||||||||
|
2020
|
| |
2019
|
| |
2021
|
| |||||||||||
(amounts in US Dollars)
|
| |
(in thousands)
|
| |||||||||||||||
Term Loan Payable
|
| | | $ | 26,187 | | | | | $ | 32,958 | | | | | $ | 24,974 | | |
Less: deferred financing fees
|
| | | | (155) | | | | | | (375) | | | | | | (75) | | |
| | | | | 26,032 | | | | | | 32,583 | | | | | | 24,899 | | |
Less: Current portion of Term Loan Payable, net
|
| | | | (26,032) | | | | | | (2,425) | | | | | | (24,899) | | |
Term Loan, net of current portion
|
| | | $ | — | | | | | $ | 30,158 | | | | | $ | — | | |
| | |
Year ended December 31,
|
| |
Six Months ended June 30,
|
| ||||||||||||||||||
|
2020
|
| |
2019
|
| |
2021
|
| |
2020
|
| ||||||||||||||
(amounts in US Dollars)
|
| |
(in thousands)
|
| |||||||||||||||||||||
Net cash provided by operating activities
|
| | | $ | 17,366 | | | | | $ | 11,821 | | | | | $ | 4,219 | | | | | $ | 10,359 | | |
Net cash used in investing activities
|
| | | $ | (2,270) | | | | | $ | (1,758) | | | | | $ | (1,210) | | | | | $ | (1,236) | | |
Net cash used in financing activities
|
| | | $ | (5,420) | | | | | $ | (6,730) | | | | | $ | (495) | | | | | $ | (1,411) | | |
| | |
Less than
1 year |
| |
1 – 3 years
|
| |
3 – 5 years
|
| |
Total
|
| ||||||||||||
(amounts in US Dollars)
|
| |
(in thousands)
|
| |||||||||||||||||||||
Operating Leases
|
| | | $ | 1,764 | | | | | $ | 3,940 | | | | | $ | 4,205 | | | | | $ | 9,909 | | |
Lease termination fee
|
| | | | 2,122 | | | | | | — | | | | | | — | | | | | | 2,122 | | |
Purchase commitments
|
| | | | 250 | | | | | | — | | | | | | — | | | | | | 250 | | |
Total contractual cash obligations
|
| | | $ | 4,136 | | | | | $ | 3,940 | | | | | $ | 4,205 | | | | | $ | 12,281 | | |
| | |
Less than
1 year |
| |
1 – 3 years
|
| |
3 – 5 years
|
| |
Total
|
| ||||||||||||
(amounts in US Dollars)
|
| |
(in thousands)
|
| |||||||||||||||||||||
Operating Leases
|
| | | $ | 3,810 | | | | | $ | 8,524 | | | | | $ | 10,751 | | | | | $ | 23,085 | | |
Purchase commitments
|
| | | | 500 | | | | | | — | | | | | | — | | | | | | 500 | | |
Total contractual cash obligations
|
| | | $ | 4,310 | | | | | $ | 8,524 | | | | | $ | 10,751 | | | | | $ | 23,585 | | |
Name
|
| |
Age
|
| |
Position
|
|
Theodore L. Koenig | | |
63
|
| | Chairman and Chief Executive Officer | |
Zia Uddin | | |
50
|
| | Co-President | |
Mark A. Solovy | | |
50
|
| | Co-President | |
Scott A. Marienau | | |
52
|
| | Chief Financial Officer | |
Peter Gruszka | | |
53
|
| | Director | |
Thomas J. Allison | | |
70
|
| | Director | |
John C. Chrystal | | |
63
|
| | Director | |
Roger Schoenfeld | | |
63
|
| | Director | |
Name
|
| |
Age
|
| |
Position
|
| | ||
James Lawson | | | 49 | | | Chief Executive Officer and Director nominee | | | ||
Charles Jordan | | | 58 | | | Chief Financial Officer, Secretary and Vice President | | | | |
Eric Tencer(1) | | | 42 | | | Director nominee | | | ||
Richard Boghosian | | | 34 | | | Director nominee | | | ||
Danielle Qi | | | 37 | | | Director nominee | | | ||
John Black(2) | | | 58 | | | Director nominee | | | ||
Zia Uddin(3) | | | 50 | | | Director nominee | | | ||
Ben Tatta(1)(3) | | | 55 | | | Director nominee | | | ||
Vineet Mehra(2) | | | 42 | | | Director nominee | | | ||
Kihara Kiarie(3) | | | 47 | | | Director nominee | | |
|
MCAP
|
| |
Post-Combination Company
|
|
|
Stock, or equity-linked securities (as defined below), are issued or deemed issued in excess of the amounts sold in the Corporation’s initial public offering of securities (the “Offering”) and related to the closing of the initial Business Combination, all issued and outstanding shares of Class B Common Stock shall automatically convert into shares of Class A Common Stock at the time of the closing of the initial Business Combination at a ratio for which:
•
the numerator shall be equal to the sum of (A) 20% of all shares of Class A Common Stock issued or issuable (upon the conversion or exercise of any equity-linked securities or otherwise), in each case by the Corporation, related to or in connection with the consummation of the initial Business Combination (excluding any securities issued or issuable to any seller to any seller in the initial Business Combination, and any private placement-equivalent units and their underlying securities issued to the Sponsor or its affiliates upon conversion of loans to the Corporation) plus (B) the number of shares of Class B Common Stock issued and outstanding prior to the closing of the initial Business Combination; and
•
the denominator shall be the number of shares of Class B Common Stock issued and outstanding prior to the closing of the initial Business Combination
The term “equity-linked securities” means any debt or equity securities of MCAP that are convertible into, exercisable or exchangeable for Class A Common Stock issued in connection with the initial Business Combination, including but not limited to a private placement of equity or debt.
The conversion ratio is to be adjusted to account for any subdivision (by stock split, subdivision, exchange, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, exchange, reclassification, recapitalization or otherwise) or similar reclassification or recapitalization of the outstanding shares of Class A Common Stock into a greater or lesser number of shares occurring after the original filing of the Amended and Restated Certificate without a proportionate and corresponding subdivision, combination or similar reclassification or recapitalization of the outstanding shares of Class B Common Stock.
|
| | | |
|
MCAP
|
| |
Post-Combination Company
|
|
|
determined by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon.
Notwithstanding any of the foregoing, and except as otherwise required by law, whenever the holders of one or more series of the Preferred Stock shall have the right, voting separately by class or series, to elect one or more directors, the term of office, the filling of vacancies, the removal from office and other features of such directorships shall be governed by the terms of such series of the Preferred Stock as set forth in the MCAP Charter (including any Preferred Stock Designation) and such directors shall not be included in any of the classes created pursuant to of the foregoing unless expressly provided by such terms |
| | be elected to hold office for a term expiring at the annual meeting of stockholders to be held in the third year following the year of their election. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. | |
|
Manner of Acting by Board
|
| |||
| A majority of the Board shall constitute a quorum for the transaction of business at any meeting of the Board, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by applicable law, the MCAP Charter or MCAP Bylaws. | | | Except as may be otherwise specifically provided by law, the Proposed Certificate of Incorporation, the Stockholders Agreement or the Post-Combination Company Bylaws, the vote of directors having a majority of the votes entitled to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Post-Combination Board. | |
|
Removal of Directors
|
| |||
| Subject to the contractual rights of any stockholder, in accordance with the DGCL, any or all of the directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of capital stock of MCAP entitled to vote generally in the election of directors, voting together as a single class. | | | Subject to any limitation imposed by applicable law or the Stockholders’ Agreement or the Proposed Certificate of Incorporation, the Board of Directors or any individual director or directors may be removed with or without cause by the affirmative vote of the holders of a majority of the then-outstanding shares of capital stock of the Post-Combination Company entitled to vote generally at an election of directors. | |
|
Voting
|
| |||
|
The holder of each share of MCAP Common Stock:
•
Except as otherwise required by law or the MCAP Charter (including any Preferred Stock Designation), exclusively possess all voting power with respect to MCAP.
•
Except as otherwise required by law or the MCAP Charter (including any Preferred Stock Designation), are entitled to one vote for each such share on each matter properly submitted to the stockholders on which the holders of the Common Stock are entitled to vote.
•
Except as otherwise required by law or the MCAP Charter, at any annual or special meeting of the stockholders of the MCAP,
|
| |
Except as otherwise required by law or the Proposed Certificate of Incorporation (or any Certificate of Designation made thereunder), the holders of Common Stock shall exclusively possess all voting power with respect to the Post-Combination Company. The holders of shares of Common Stock shall be entitled to one vote for the election of directors and on all matters submitted to a vote of stockholders of the Post-Combination Company.
Except as otherwise required by law, holders of common stock, as such, shall not be entitled to vote on any amendment to the Proposed Certificate of Incorporation (including any Preferred Stock Designation) that relates solely to the rights, powers, preferences (or the qualifications, limitations or restrictions thereof) or other terms of one or more
|
|
|
MCAP
|
| |
Post-Combination Company
|
|
|
holders of the Class A Common Stock and holders of the Class B Common Stock, voting together as a single class, shall have the exclusive right to vote for the election of directors and on all other matters properly submitted to a vote of the stockholders. Notwithstanding the foregoing, except as otherwise required by law or the MCAP Charter (including any Preferred Stock Designation), holders of shares of any series of Common Stock shall not be entitled to vote on any amendment to the MCAP Charter (including any amendment to any Preferred Stock Designation) that relates solely to the terms of one or more outstanding series of Preferred Stock or other series of Common Stock if the holders of such affected series of Preferred Stock or Common Stock, as applicable, are entitled exclusively, either separately or together with the holders of one or more other such series, to vote thereon pursuant to the Amended and Restated Certificate (including any Preferred Stock Designation) or the DGCL.
Except as otherwise required by law or the MCAP Charter (including any Preferred Stock Designation), for so long as any shares of Class B Common Stock shall remain outstanding, MCAP shall not, without the prior vote or written consent of the holders of a majority of the shares of Class B Common Stock then outstanding, voting separately as a single class, amend, alter or repeal any provision of the MCAP Charter, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers, preferences or relative, participating, optional or other or special rights of the Class B Common Stock.
|
| | outstanding series of preferred stock if the holders of such affected series of preferred stock are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to the Proposed Certificate of Incorporation (including any Preferred Stock Designation) or pursuant to the DGCL. | |
|
Supermajority Voting Provisions
|
| |||
| See “Voting.” | | | See “Voting.” | |
|
Cumulative Voting
|
| |||
| Delaware law allows for cumulative voting only if provided for in the MCAP Charter; however, the MCAP Amended and Restated Certificate of Incorporation does not authorize cumulative voting. | | | The Proposed Certificate of Incorporation does not authorize cumulative voting. | |
|
Vacancies on the Board of Directors
|
| |||
| Except as otherwise provided by law or in the MCAP Charter, any vacancy occurring in the MCAP Board of Directors (whether caused by resignation, death, or otherwise) may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum, | | | Subject to the Stockholders’ Agreement, unless otherwise provided in the Proposed Certificate of Incorporation, and subject to the rights of the holders of any series of Preferred Stock or as otherwise provided by applicable law, any vacancies on the Board of Directors resulting from death, | |
|
MCAP
|
| |
Post-Combination Company
|
|
| or by a sole remaining director (and not by stockholders). A director elected to fill any vacancy will hold office for the remainder of the full term of the class of directors to which the new directorship was added or in which the vacancy occurred or until his or her successor shall have been elected and qualified. | | | resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors shall, unless the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by stockholders and except as otherwise provided by applicable law, shall be filled solely by a majority vote of the directors then in office, although less than a quorum, or by a sole remaining director. Directors chosen pursuant to any of the foregoing provisions shall hold office until the expiration of the term of the class for which elected and until their successors are duly elected and qualified or until their earlier resignation, removal from office, death or incapacity. | |
|
Amendment to Certificate of Incorporation
|
| |||
|
Under Delaware law, an amendment to the MCAP Charter generally requires the approval of the MCAP Board of Directors and a majority of the combined voting power of the then outstanding shares of voting stock, voting together as a single class.
In addition, see “Voting.”
|
| |
Under Delaware law, an amendment to the Proposed Certificate of Incorporation generally requires the approval of the Post-Combination Company Board of Directors and a majority of the combined voting power of the then outstanding shares of voting stock, voting together as a single class.
In addition, see “Voting.”
|
|
|
Amendment of Bylaws
|
| |||
| The affirmative vote of a majority of the Board is be required to adopt, amend, alter or repeal the Bylaws. The Bylaws also may be adopted, amended, altered or repealed by the stockholders; provided, however, that in addition to any vote of the holders of any class or series of capital stock of MCAP required by applicable law or the MCAP Charter, the affirmative vote of the holders of at least a majority of the voting power of all outstanding shares of capital stock of MCAP entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders to adopt, amend, alter or repeal the Bylaws. | | | Except as provided in the Post-Combination Company Bylaws or the provisions of the Proposed Certificate of Incorporation, the Board of Directors is expressly empowered to adopt, alter, change, amend or repeal the Bylaws of the Post-Combination Company by the vote of at least a majority of the directors of the Post-Combination Company then in office. In addition, to any vote of the holders of any class or series of stock of the Post-Combination Company required by applicable law or the Proposed Certificate of Incorporation, the Post-Combination Company Bylaws may also be adopted, amended, or repealed by affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the then-outstanding shares of the capital stock of the Post-Combination Company entitled to vote generally in the election of directors, voting together as a single class. | |
|
Quorum
|
| |||
|
Board of Directors. A majority of the Board shall constitute a quorum for the transaction of business at any meeting of the Board.
Stockholders. The presence, in person or by proxy, at a stockholders meeting of the holders of shares of outstanding capital stock of MCAP representing
|
| | Board of Directors. Except as may be otherwise specifically provided by law, the Proposed Certificate of Incorporation or the Post-Combination Company Bylaws, a quorum of the Board of Directors shall consist of a majority of the whole Board of Directors. | |
|
MCAP
|
| |
Post-Combination Company
|
|
| a majority of the voting power of all outstanding shares of capital stock of MCAP entitled to vote at such meeting shall constitute a quorum for the transaction of business at such meeting, except that when specified business is to be voted on by a class or series of stock voting as a class, the holders of shares representing a majority of the voting power of the outstanding shares of such class or series shall constitute a quorum of such class or series for the transaction of such business. | | | Stockholders. Except as may be otherwise specifically provided by law, the Proposed Certificate of Incorporation or the Post-Combination Company Bylaws, the presence, in person, by remote communication, if applicable, or by proxy duly authorized, of the holders of a majority of the voting power of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business. | |
|
Stockholder Action by Written Consent
|
| |||
| To the extent permitted by the DGCL, the taking of action by stockholders without a meeting by less than unanimous written consent of all stockholders entitled to vote on the action is permitted. The DGCL provides that, unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. | | | The Proposed Certificate of Incorporation provides that the taking of any action by the stockholders in lieu of a meeting of the stockholders is specifically denied. | |
|
Special Stockholder Meetings
|
| |||
| Special meetings may be called only by the Chairman of the Board, Chief Executive Officer, or the Board pursuant to a resolution adopted by a majority of the Board, and may not be called by any other person. | | | Subject to the special rights of the holders of one or more classes or series of Preferred Stock, special meetings of the stockholders of the Post-Combination Company may be called, for any purpose or purposes as is a proper matter for stockholder action under the DGCL, by (i) the Chairperson of the Board of Directors, (ii) the Chief Executive Officer, or (iii) the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors. Such special meetings may not be called by stockholders or any other person or persons. | |
|
Notice of Stockholder Meetings
|
| |||
| MCAP must give, in any manner permitted by law, not less than 10 nor more than 60 days before the date of any meeting of stockholders, written notice stating the place, day, and time of the meeting, and the record date for determining stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, to each stockholder of record entitled to vote at the meeting as of the record date for determining the | | | Except as otherwise provided by law, notice, given in writing or by electronic transmission, of each meeting of stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting, such notice to specify the place, if any, date and hour, in the case of special meetings, the purpose or purposes of the meeting, and the means of remote communications, if any, by which stockholders and proxy holders may be | |
|
MCAP
|
| |
Post-Combination Company
|
|
|
stockholders entitled to notice of the meeting.
In the case of a Stockholders Meeting, the written notice shall also state with reasonable clarity the purpose or purposes for which the meeting is called and the general nature of the business proposed to be transacted at the meeting. |
| | deemed to be present in person and vote at any such meeting. Notice of the time, place, if any, and purpose of any meeting of stockholders (to the extent required) may be waived in writing, signed by the person entitled to notice thereof, or by electronic transmission by such person, either before or after such meeting, and will be waived by any stockholder by his or her attendance thereat in person, by remote communication, if applicable, or by proxy, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. | |
|
Stockholder Proposals (Other than Nomination of Persons for Election as Directors)
|
| |||
|
At an annual meeting of stockholders, an item of business may be conducted, and a proposal may be considered and acted upon, only if such item or proposal is brought before the meeting (i) by, or at the direction of, the MCAP Board of Directors, or (ii) by any MCAP Stockholder who is entitled to vote at the meeting and who has given timely notice thereof in writing to the Secretary of MCAP. To be timely, a stockholder’s notice must be delivered to or mailed and received by the Secretary not fewer than 90 days nor more than 120 days prior to the date MCAP’s proxy statement was released to the stockholders in connection with the previous year’s annual meeting. However, if MCAP did not hold an annual meeting the previous year, or if the date of the subject annual meeting date is more than 30 days before or more than 60 days after such anniversary date of the previous year’s annual meeting, then the deadline is 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting is first made by MCAP.
For a stockholder to cause a proposal to be included in MCAP’s proxy statement relating to a meeting of stockholders other than a regularly scheduled annual meeting, to be timely, the stockholder’s notice must be delivered to or mailed or received by the Secretary within a reasonable time before MCAP begins to print and mail its proxy materials. For a stockholder to cause a proposal that is not included in MCAP’s proxy statement to be brought before an annual meeting of the stockholders, the stockholder must include: (A) a brief description of the business desired to be brought before the annual meeting, the text of the proposal or business (including the text of any resolutions proposed for |
| |
The annual meeting of the stockholders of the Post-Combination Company, for the purpose of election of directors and for such other business as may properly come before it, shall be held on such date and at such time as may be designated from time to time by the Board of Directors. Subject to that certain Stockholders’ Agreement, to be dated as of the closing date of the Business Combination (such agreement, as amended, supplemented, restated or otherwise modified from time to time, the “Stockholders’ Agreement”), by and among the Post-Combination Company, H.I.G. Growth — AdTheorent, LLC, a Delaware limited liability company, MCAP Acquisition, LLC, a Delaware limited liability company and the Stockholders (as defined in the Stockholders’ Agreement) party thereto, nominations of persons for election to the Board of Directors of the Post-Combination Company and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders: (i) pursuant to the Post-Combination Company’s notice of meeting of stockholders; (ii) brought specifically by or at the direction of the Board of Directors; or (iii) by any stockholder of the Post-Combination Company.
For business to be properly brought before an annual meeting by a stockholder, the stockholder must (i) provide Timely Notice (as defined below) thereof in writing and in proper written form to the Secretary of the Post-Combination Company, and (ii) provide any updates or supplements to such notice at the times and in the forms required by the Post-Combination Company Bylaws. To be timely, a stockholder’s notice must be delivered to, or mailed and received at, the principal executive offices of the Post-Combination Company not less than
|
|
|
MCAP
|
| |
Post-Combination Company
|
|
|
consideration and in the event such business includes a proposal to amend these Bylaws, the language of the proposed amendment) and the reasons for conducting such business at the annual meeting, (B) the name and record address of such stockholder and the name and address of the beneficial owner, if any, on whose behalf the proposal is made, (C) the class or series and number of shares of capital stock of the Corporation that are owned beneficially and of record by such stockholder and by the beneficial owner, if any, on whose behalf the proposal is made, (D) a description of all arrangements or understandings between such stockholder and the beneficial owner, if any, on whose behalf the proposal is made and any other person or persons (including their names) in connection with the proposal of such business by such stockholder, (E) any material interest of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made in such business and (F) a representation that such stockholder (or a qualified representative of such stockholder) intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.
At any Stockholders Meeting of the stockholders, only such business as is specified in the notice of such Stockholders Meeting given by or at the direction of the person or persons calling such meeting may come before such meeting. |
| | ninety (90) nor more than one-hundred twenty (120) days prior to the one-year anniversary of the preceding year’s annual meeting; provided, however, that, if no annual meeting was held in the preceding year, to be timely, a stockholder’s notice must be so delivered, or mailed and received, not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or, if later, the tenth (10th) day following the day on which public disclosure of the date of such annual meeting was first made by the Post-Combination Company; provided, further, that, if the date of the annual meeting is more than thirty (30) days before or after such anniversary date, to be timely, a stockholder’s notice must be so delivered, or mailed and received, not later than the ninetieth (90th) day prior to such annual meeting or, if later, the tenth (10th) day following the day on which public disclosure of the date of such annual meeting was first made by the Post-Combination Company (such notice within such time periods, “Timely Notice”). | |
|
Stockholder Nominations of Persons for Election as Directors
|
| |||
| Stockholder nominations of persons for election as directors may be made in the same manner as other stockholder proposals. See “Stockholder Proposals (Other than Nomination of Persons for Election as Directors).” | | | Nominations of any individual for election to the Post-Combination Board at an annual meeting or at a special meeting (but only if the election of directors is a matter specified in the notice of meeting given by or at the direction of the person calling such special meeting) may be made at such meeting only (i) as provided in the Stockholders Agreement, (ii) by or at the direction of the Post-Combination Board, including by any committee or persons authorized to do so by the Post-Combination Board or the Post-Combination Company Bylaws, or (iii) by a stockholder present in person (A) who was a record owner of shares of the Post-Combination Company both at the time of giving the notice provided for in the Post-Combination Company Bylaws and at the time of the meeting, (B) is entitled to vote at the meeting and (C) has complied with the requirements of the Post-Combination Company Bylaws as to such notice and nomination. | |
|
Limitation of Liability of Directors and Officers
|
| |||
| To the fullest extent permitted by the DGCL, as it existed on the date of the MCAP Charter or as it is | | | To the fullest extent permitted by the DGCL, as the same exists or as may hereafter be amended, a | |
|
MCAP
|
| |
Post-Combination Company
|
|
| thereafter amended, a director of MCAP will not be personally liable to MCAP or its stockholders for monetary damages for breach of fiduciary duty as a director. Any amendment to or repeal of such provision will not adversely affect a director of MCAP with respect to any conduct of such director occurring prior to such amendment or repeal. | | | director of the Post-Combination Company shall not be personally liable to the Post-Combination Company or its stockholders for monetary damages for breach of fiduciary duty as a director. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Post-Combination Company shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended, automatically and without further action, upon the date of such amendment. | |
|
Indemnification of Directors, Officers, Employees and Agents
|
| |||
|
MCAP will indemnify and hold harmless each person who is or was serving as a director or officer of MCAP or who, serving as a director or officer of MCAP, is or was serving at the request of MCAP as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, to which the person is a party or is threatened to be made a party because of such service, and will make advances of expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding, to the fullest extent permitted by law; provided that no such indemnity will be made in respect of any matter as to which a director or officer has been adjudged to be liable to MCAP, unless and only to the extent that the court in which such action or suit was brought determines, upon application, that, despite the adjudication of liability but in view of all the circumstances of the case, such director or officer is fairly and reasonably entitled to indemnity for such expenses which the court deems proper.
If, after the effective date of the MCAP Charter, the DGCL is amended to authorize further indemnification of directors or officers, then directors and officers of MCAP will be indemnified to the fullest extent permitted by the DGCL.
|
| |
The Post-Combination Company shall indemnify its directors and its executive officers to the fullest extent not prohibited by the DGCL or any other applicable law; provided, however, that the Post-Combination Company may modify the extent of such indemnification by individual contracts with its directors and executive officers.
The Post-Combination Company shall have the power to indemnify (including the power to advance expenses) its other officers, employees and other agents as set forth in the DGCL or any other applicable law. The Board of Directors shall have the power to delegate the determination of whether indemnification shall be given to any such person except executive officers to such officers or other persons as the Board of Directors shall determine.
|
|
|
Dividends, Distributions and Stock Repurchases
|
| |||
| The holders of MCAP Common Stock, are entitled to receive, when and as declared by the MCAP Board of Directors, out of any assets of MCAP legally available therefor, such dividends as may be declared from time to time by the MCAP Board of | | | Subject to applicable law and the rights and preferences of the holders of any outstanding series of Post-Combination Company preferred stock, the holders of the shares of Post-Combination Company common stock shall be entitled to receive, | |
|
MCAP
|
| |
Post-Combination Company
|
|
| address and the number and class of shares registered in the name of each stockholder. The stockholders’ list must be available for inspection by any stockholder, beginning at least 10 days prior to the meeting, and continuing through the meeting, during ordinary business hours at the principal place of business of MCAP. Such list will be produced and kept open at the time and place of the meeting. During such period, and during the whole time of the meeting, the stockholders’ list will be subject to the inspection of any stockholder, or the stockholder’s agent or attorney, for any purpose germane to the meeting. In cases where the record date for determining stockholders entitled to vote is fewer than 10 days prior to the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date. | | | | |
|
Choice of Forum
|
| |||
| The MCAP Charter provides that unless MCAP consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action brought by on behalf of MCAP, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of MCAP’s directors, officers or stockholders to MCAP or MCAP’s stockholders, (iii) any action arising under the MCAP Charter, MCAP Bylaws or the DGCL or (iv) any action asserting a claim against MCAP governed by the internal affairs doctrine. In addition, the MCAP Charter designates the federal district courts of the United States of America as the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Any person or entity purchasing or otherwise acquiring any interest in shares of the MCAP’s capital stock will be deemed to have notice of and consented to the exclusive forum provisions in the MCAP Charter. | | | The Proposed Certificate of Incorporation provides that unless the Post-Combination Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action brought by on behalf of the Post-Combination Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of the Post-Combination Company’s directors, officers or stockholders to the Post-Combination Company or to the Post-Combination Company’s stockholders, (iii) any action arising under the Proposed Certificate of Incorporation, the Post-Combination Company Bylaws or the DGCL or (iv) any action asserting a claim against the Post-Combination Company governed by the internal affairs doctrine. In addition, the Proposed Certificate of Incorporation designates the federal district courts of the United States of America as the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Any person or entity purchasing or otherwise acquiring any interest in shares of the Post-Combination Company’s capital stock will be deemed to have notice of and consented to the exclusive forum provisions in the Proposed Certificate of Incorporation. | |
Name and Address of Beneficial Owner
|
| |
Before the Business
Combination |
| |
After the Business Combination
|
| ||||||||||||||||||||||||||||||
|
Assuming No
Redemption |
| |
Assuming Illustrative
Maximum Redemption |
| ||||||||||||||||||||||||||||||||
|
Number of
shares of MCAP Common Stock |
| |
%
|
| |
Number of
shares of Post- Combination Company Common Stock |
| |
%
|
| |
Number of
shares of Post- Combination Company Common Stock |
| |
%
|
| ||||||||||||||||||||
Directors and Executive Officers
Pre-Business Combination(1) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Theodore L. Koenig(2)(4)
|
| | | | 7,873,250(3) | | | | | | 19.9% | | | | | | 9,834,267 | | | | | | 9.7% | | | | | | 9,897,841 | | | | | | 11.0% | | |
Zia Uddin(5)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Mark A. Solovy(5)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Scott A. Marienau(5)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Peter Gruszka(5)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Thomas J. Allison
|
| | | | 11,000 | | | | | | * | | | | | | 11,000 | | | | | | * | | | | | | 11,000 | | | | | | * | | |
John C. Chrystal(5)
|
| | | | 11,000 | | | | | | * | | | | | | 11,000 | | | | | | * | | | | | | 11,000 | | | | | | * | | |
Roger Schoenfeld
|
| | | | 11,000 | | | | | | * | | | | | | 11,000 | | | | | | * | | | | | | 11,000 | | | | | | * | | |
All pre-Business Combination directors
and executive officers as a group (8 individuals) |
| | | | 7,906,250 | | | | | | 20.0% | | | | | | 9,867,267 | | | | | | 9.7% | | | | | | 9,930,841 | | | | | | 11.0% | | |
Directors and Executive Officers Post-Business
Combination(6) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
James Lawson(7)
|
| | | | — | | | | | | — | | | | | | 2,481,978 | | | | | | 2.4% | | | | | | 2,519,482 | | | | | | 2.7% | | |
Charles Jordan(8)
|
| | | | — | | | | | | — | | | | | | 245,076 | | | | | | * | | | | | | 245,076 | | | | | | * | | |
John Black(9)
|
| | | | — | | | | | | — | | | | | | 28,928,137 | | | | | | 28.4% | | | | | | 30,186,903 | | | | | | 33.5% | | |
Richard Boghosian(9)
|
| | | | — | | | | | | — | | | | | | 28,928,137 | | | | | | 28.4% | | | | | | 30,186,903 | | | | | | 33.5% | | |
Eric Tencer(9)
|
| | | | — | | | | | | — | | | | | | 28,928,137 | | | | | | 28.4% | | | | | | 30,186,903 | | | | | | 33.5% | | |
Denielle Qi(9)
|
| | | | — | | | | | | — | | | | | | 28,928,137 | | | | | | 28.4% | | | | | | 30,186,903 | | | | | | 33.5% | | |
Zia Uddin(5)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Ben Tatta
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Vineet Mehra
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Kihara Kiarie
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
All post-Business Combination directors and
executive officers as a group (10 individuals) |
| | | | — | | | | | | — | | | | | | 30,317,415 | | | | | | 29.8% | | | | | | 31,576,181 | | | | | | 35.0% | | |
Five Percent Holders: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
MCAP Acquisition, LLC(2)
|
| | | | 7,873,250 | | | | | | 19.9% | | | | | | 7,873,250 | | | | | | 7.7% | | | | | | 7,873,250 | | | | | | 8.7% | | |
H.I.G. Growth – AdTheorent, LLC(9)
|
| | | | — | | | | | | — | | | | | | 28,928,137 | | | | | | 28.4% | | | | | | 30,186,903 | | | | | | 33.5% | | |
| | |
Page
|
| |||
MCAP ACQUISITION CORPORATION FINANCIAL STATEMENTS | | | | | | | |
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-18 | | | |
| | | | F-19 | | | |
| | | | F-20 | | | |
| | | | F-21 | | | |
| | | | F-22 | | | |
| | | | F-23 | | | |
ADTHEORENT FINANCIAL STATEMENTS | | | | | | | |
| | | | F-32 | | | |
| | | | F-33 | | | |
| | | | F-34 | | | |
| | | | F-35 | | | |
| | | | F-36 | | | |
| | | | F-37 | | | |
| | | | F-38 | | | |
Financial Statement Schedules | | | | | | | |
| | | | F-67 | | |
| | |
June 30,
2021 |
| |
December 31,
2020 |
| ||||||
| | |
(Unaudited)
|
| | | | | | | |||
ASSETS | | | | | | | | | | | | | |
Current Assets | | | | | | | | | | | | | |
Cash
|
| | | $ | 1,128,603 | | | | | $ | 25,000 | | |
Prepaid expenses
|
| | | | 477,014 | | | | | | — | | |
Total current assets
|
| | | | 1,605,617 | | | | | | 25,000 | | |
Deferred offering costs
|
| | | | — | | | | | | 146,634 | | |
Other assets
|
| | | | 284,831 | | | | | | — | | |
Cash and marketable securities held in Trust Account
|
| | | | 316,266,316 | | | | | | — | | |
Total assets
|
| | | $ | 318,156,764 | | | | | $ | 171,634 | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | |
Accounts payable and accrued expenses
|
| | | $ | 501,973 | | | | | $ | 65,584 | | |
Promissory note payable – related party
|
| | | | — | | | | | | 100,000 | | |
Total current liabilities
|
| | | | 501,973 | | | | | | 165,584 | | |
Warrant liability
|
| | | | 19,491,000 | | | | | | — | | |
Deferred underwriting fee payable
|
| | | | 11,068,750 | | | | | | — | | |
Total liabilities
|
| | | | 31,061,723 | | | | | | 165,584 | | |
Common Stock subject to possible redemption, 28,208,093 and 0 shares, at June 30, 2021 and December 31, 2020, respectively, at redemption value
|
| | | | 282,095,033 | | | | | | — | | |
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; 3,416,907 and 0 issued and outstanding (excluding 28,208,093 and 0 shares subject to possible redemption), at June 30, 2021 and December 31, 2020, respectively
|
| | | | 342 | | | | | | — | | |
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
|
| | | | 3,313,835 | | | | | | 24,209 | | |
Retained earnings (accumulated deficit)
|
| | | | 1,685,040 | | | | | | (18,950) | | |
Total Stockholders’ Equity
|
| | | | 5,000,008 | | | | | | 6,050 | | |
| | | | $ | 318,156,764 | | | | | $ | 171,634 | | |
| | |
For the
Three Months Ended June 30, 2021 |
| |
For the
Six Months Ended June 30, 2021 |
| ||||||
Formation costs and other operating expenses
|
| | | $ | 763,796 | | | | | | 807,697 | | |
Loss from operations
|
| | | | (763,796) | | | | | | (807,697) | | |
Other Income (Loss): | | | | | | | | | | | | | |
Warrant issuance costs
|
| | | | — | | | | | | (832,378) | | |
Interest income
|
| | | | 10,194 | | | | | | 16,316 | | |
Change in fair value of warrant liability
|
| | | | 3,222,332 | | | | | | 3,327,749 | | |
Net income
|
| | | $ | 2,468,730 | | | | | $ | 1,703,990 | | |
Weighted average shares outstanding of Class A redeemable common stock, basic and diluted
|
| | | | 27,962,071 | | | | | | 28,526,273 | | |
Basic and diluted net income per share of Class A redeemable common stock
|
| | | $ | — | | | | | $ | — | | |
Weighted average shares outstanding of Class A and Class B non-redeemable common stock, basic and diluted
|
| | | | 11,569,179 | | | | | | 9,977,775 | | |
Basic and diluted net income per share of Class A and Class B non-redeemable common stock
|
| | | $ | 0.21 | | | | | $ | 0.17 | | |
| | |
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 underwriters discount and offering costs
|
| | | | 31,625,000 | | | | | | 3,163 | | | | | | — | | | | | | — | | | | | | 285,381,838 | | | | | | — | | | | | | 285,385,001 | | |
Common stock subject to redemption
|
| | | | (27,962,071) | | | | | | (2,796) | | | | | | — | | | | | | — | | | | | | (279,623,506) | | | | | | — | | | | | | (279,626,302) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (764,740) | | | | | | (764,740) | | |
Balance – March 31, 2021
|
| | | | 3,662,929 | | | | | | 367 | | | | | | 7,906,250 | | | | | | 791 | | | | | | 5,782,541 | | | | | | (783,690) | | | | | | 5,000,009 | | |
Common stock subject to redemption
|
| | | | (246,022) | | | | | | (25) | | | | | | — | | | | | | — | | | | | | (2,468,706) | | | | | | — | | | | | | (2,468,731) | | |
Net Income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,468,730 | | | | | | 2,468,730 | | |
Balance – June 30, 2021
|
| | | | 3,416,907 | | | | | $ | 342 | | | | | | 7,906,250 | | | | | $ | 791 | | | | | $ | 3,313,835 | | | | | $ | 1,685,040 | | | | | $ | 5,000,008 | | |
| Cash flow from operating activities: | | | | | | | |
|
Net income
|
| | | $ | 1,703,990 | | |
|
Adjustments to reconcile net income to net cash used in operating activities:
|
| | | | | | |
|
Interest earned in Trust Account
|
| | | | (16,316) | | |
|
Change in fair value of warrant liability
|
| | | | (3,327,749) | | |
|
Transaction costs allocable to warrant liability
|
| | | | 832,378 | | |
|
Changes in operating assets and liabilities:
|
| | | | | | |
|
Prepaid expenses and other assets
|
| | | | (761,845) | | |
|
Accounts payable and accrued expenses
|
| | | | 486,524 | | |
|
Net cash used in operating activities
|
| | | | (1,083,018) | | |
| Cash flows from investing activities: | | | | | | | |
|
Investment of cash in Trust Account
|
| | | | (316,250,000) | | |
|
Net cash used in investing 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
|
| | | | 1,103,603 | | |
|
Cash at the beginning of the period
|
| | | | 25,000 | | |
|
Cash at the end of the period
|
| | | $ | 1,128,603 | | |
|
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 since initial classification
|
| | | | 20,281,807 | | |
|
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 June 30, 2021 |
| |
For the Six
Months Ended June 30, 2021 |
| ||||||
Redeemable Class A common stock | | | | | | | | | | | | | |
Numerator: earnings allocable to redeemable Class A common stock | | | | | | | | | | | | | |
Interest income
|
| | | $ | 10,194 | | | | | $ | 16,316 | | |
Net earnings
|
| | | $ | 10,194 | | | | | $ | 16,316 | | |
Denominator: weighted average redeemable Class A common stock shares | | | | | | | | | | | | | |
Redeemable Class A common stock shares, basic and diluted
|
| | | | 27,962,071 | | | | | | 28,526,273 | | |
Earnings per share basic and diluted redeemable Class A common stock
|
| | | $ | — | | | | | $ | — | | |
Non-Redeemable Class A and B common stock | | | | | | | | | | | | | |
Numerator: net income minus redeemable net earnings | | | | | | | | | | | | | |
Net income
|
| | | $ | 2,468,730 | | | | | $ | 1,703,990 | | |
Less: interest income allocated to redeemable Class A common stock
|
| | | | (10,194) | | | | | | (16,316) | | |
Net income attributable to Non-redeemable Class A and B common stock
|
| | | $ | 2,458,536 | | | | | $ | 1,687,674 | | |
Denominator: weighted average non-redeemable Class A and B common stock
|
| | | | | | | | | | | | |
Non-Redeemable Class A and B common stock shares, basic and diluted
|
| | | | 11,569,179 | | | | | | 9,977,775 | | |
Earnings per share basic and diluted non-redeemable Class A and B common
stock |
| | | $ | 0.21 | | | | | $ | 0.17 | | |
| | |
Level
|
| |
June 30, 2021
|
| ||||||
Assets: | | | | | | | | | | | | | |
Cash and marketable securities held in Trust Account
|
| | | | 1 | | | | | $ | 316,266,316 | | |
Liabilities: | | | | | | | | | | | | | |
Public Warrants
|
| | | | 1 | | | | | $ | 11,174,167 | | |
Private Placement Warrants
|
| | | | 3 | | | | | $ | 8,316,833 | | |
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
|
| |
June 30, 2021
|
| |||
Risk-free interest rate
|
| | | | 0.87% | | |
Expected term (years)
|
| | | | 6.7 | | |
Expected Volatility
|
| | | | 13% | | |
Exercise Price
|
| | | $ | 11.50 | | |
Stock price
|
| | | $ | 9.62 | | |
| | |
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)
|
| | | | (59,833) | | | | | | (3,267,916) | | | | | | (3,327,749) | | |
Fair value as of June 30, 2021
|
| | | $ | 8,316,833 | | | | | $ | 14,174,167 | | | | | $ | 19,491,000 | | |
| 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 | | |
|
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
|
| | | $ | — | | |
| | |
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 | | |
| 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 | | |
| | |
As of December 31,
|
| |
As of June 30,
|
| ||||||||||||
| | |
2020
|
| |
2019
|
| |
2021
|
| |||||||||
| | | | | | | | | | | | | | |
(unaudited)
|
| |||
ASSETS | | | | | | | | | | | | | | | | | | | |
Current assets
|
| | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 16,717 | | | | | $ | 6,818 | | | | | $ | 19,281 | | |
Restricted cash
|
| | | | 50 | | | | | | 273 | | | | | | — | | |
Accounts receivable, net
|
| | | | 47,015 | | | | | | 42,764 | | | | | | 40,195 | | |
Income tax recoverable
|
| | | | 132 | | | | | | 509 | | | | | | 46 | | |
Prepaid expenses
|
| | | | 991 | | | | | | 1,097 | | | | | | 2,255 | | |
Total current assets
|
| | | | 64,905 | | | | | | 51,461 | | | | | | 61,777 | | |
Property and equipment, net
|
| | | | 326 | | | | | | 356 | | | | | | 347 | | |
Customer relationships, net
|
| | | | 13,499 | | | | | | 18,013 | | | | | | 11,242 | | |
Other intangible assets, net
|
| | | | 9,351 | | | | | | 10,668 | | | | | | 8,584 | | |
Goodwill
|
| | | | 35,778 | | | | | | 35,778 | | | | | | 35,778 | | |
Security deposits
|
| | | | 151 | | | | | | 134 | | | | | | 91 | | |
Total assets
|
| | | $ | 124,010 | | | | | $ | 116,410 | | | | | $ | 117,819 | | |
LIABILITIES AND MEMBERS’ EQUITY | | | | | | | | | | | | | | | | | | | |
Current liabilities
|
| | | | | | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 12,542 | | | | | $ | 10,896 | | | | | $ | 10,439 | | |
Accrued compensation
|
| | | | 10,575 | | | | | | 5,937 | | | | | | 5,529 | | |
Accrued expenses
|
| | | | 5,999 | | | | | | 4,999 | | | | | | 5,203 | | |
Term loans, current portion
|
| | | | 26,032 | | | | | | 2,425 | | | | | | 24,899 | | |
Total current liabilities
|
| | | | 55,148 | | | | | | 24,257 | | | | | | 46,070 | | |
Term Loan, net of current portion
|
| | | | — | | | | | | 30,158 | | | | | | — | | |
SAFE notes
|
| | | | 1,250 | | | | | | — | | | | | | 1,950 | | |
Deferred income taxes
|
| | | | 4,520 | | | | | | 6,837 | | | | | | 3,448 | | |
Deferred rent
|
| | | | 1,825 | | | | | | 1,344 | | | | | | 1,600 | | |
Total liabilities
|
| | | | 62,743 | | | | | | 62,596 | | | | | | 53,068 | | |
Commitments and contingencies (Note 16) | | | | | | | | | | | | | | | | | | | |
Members’ equity | | | | | | | | | | | | | | | | | | | |
Class A Common Units; 26,000,000 units authorized, issued and
outstanding as of December 31, 2020, December 31, 2019, and June 30, 2021 (unaudited), respectively. |
| | | | 26,000 | | | | | | 26,000 | | | | | | 26,000 | | |
Class B Common Units; 17,333,333 units authorized, issued and
outstanding as of December 31, 2020, December 31, 2019, and June 30, 2021 (unaudited), respectively. |
| | | | 17,333 | | | | | | 17,333 | | | | | | 17,333 | | |
Class C Common Units; 5,850,000 units authorized as of
December 31, 2020, December 31, 2019, and June 30, 2021 (unaudited); 154,250, 34,250 and 175,500 units issued and outstanding as of December 31, 2020, December 31, 2019 and June 30, 2021 (unaudited), respectively. |
| | | | — | | | | | | — | | | | | | — | | |
Additional paid-in capital
|
| | | | 2,257 | | | | | | 1,499 | | | | | | 2,547 | | |
Retained earnings
|
| | | | 16,309 | | | | | | 8,982 | | | | | | 19,844 | | |
Total members’ equity attributable to AdTheorent Holding Company, LLC members
|
| | | | 61,899 | | | | | | 53,814 | | | | | | 65,724 | | |
Noncontrolling interests in consolidated subsidiaries
|
| | | | (632) | | | | | | — | | | | | | (973) | | |
Total members’ equity
|
| | | | 61,267 | | | | | | 53,814 | | | | | | 64,751 | | |
Total liabilities and members’ equity
|
| | | $ | 124,010 | | | | | $ | 116,410 | | | | | $ | 117,819 | | |
| | |
Year ended December 31,
|
| |
Six months ended June 30,
|
| ||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2021
|
| |
2020
|
| ||||||||||||
| | | | | | | | | | | | | | |
(unaudited)
|
| |||||||||
Revenue
|
| | | $ | 121,015 | | | | | $ | 120,406 | | | | | $ | 70,834 | | | | | $ | 44,899 | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Platform operations
|
| | | | 59,458 | | | | | | 59,691 | | | | | | 33,151 | | | | | | 23,628 | | |
Sales and marketing
|
| | | | 31,608 | | | | | | 31,119 | | | | | | 16,480 | | | | | | 14,496 | | |
Technology and development
|
| | | | 9,709 | | | | | | 8,052 | | | | | | 5,133 | | | | | | 4,493 | | |
General and administrative
|
| | | | 8,126 | | | | | | 7,918 | | | | | | 10,114 | | | | | | 3,779 | | |
Total operating expenses
|
| | | | 108,901 | | | | | | 106,780 | | | | | | 64,878 | | | | | | 46,396 | | |
Income (loss) from operations
|
| | | | 12,114 | | | | | | 13,626 | | | | | | 5,956 | | | | | | (1,497) | | |
Interest expense, net
|
| | | | (3,285) | | | | | | (4,145) | | | | | | (1,210) | | | | | | (1,815) | | |
Other income (expense), net
|
| | | | 646 | | | | | | (1,965) | | | | | | 20 | | | | | | (1) | | |
Total other expense, net
|
| | | | (2,639) | | | | | | (6,110) | | | | | | (1,190) | | | | | | (1,816) | | |
Income (loss) from operations before income taxes
|
| | | | 9,475 | | | | | | 7,516 | | | | | | 4,766 | | | | | | (3,313) | | |
(Provision for) benefit from taxes
|
| | | | (2,780) | | | | | | (2,029) | | | | | | (1,572) | | | | | | 924 | | |
Net income (loss)
|
| | | $ | 6,695 | | | | | $ | 5,487 | | | | | $ | 3,194 | | | | | $ | (2,389) | | |
Less: Net loss attributable to noncontrolling interest
|
| | | | 632 | | | | | | — | | | | | | 341 | | | | | | 257 | | |
Net income (loss) attributable to common members
|
| | | $ | 7,327 | | | | | $ | 5,487 | | | | | $ | 3,535 | | | | | $ | (2,132) | | |
Net income (loss) per common unit: | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | $ | 0.17 | | | | | $ | 0.13 | | | | | $ | 0.08 | | | | | $ | (0.05) | | |
Diluted
|
| | | $ | 0.17 | | | | | $ | 0.13 | | | | | $ | 0.08 | | | | | $ | (0.05) | | |
Weighted-average common units outstanding: | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | 43,399,728 | | | | | | 43,367,583 | | | | | | 43,495,125 | | | | | | 43,388,833 | | |
Diluted
|
| | | | 43,399,728 | | | | | | 43,367,583 | | | | | | 46,862,940 | | | | | | 43,388,833 | | |
| | |
Class A
Common Units |
| |
Class B
Common Units |
| |
Class C
Common Units |
| |
Additional
paid-in Capital |
| |
Retained
Earnings |
| |
Noncontrolling
Interests |
| |
Total
Members’ Equity |
| |||||||||||||||||||||||||||||||||||||||
| | |
Units
|
| |
Amount
|
| |
Units
|
| |
Amount
|
| |
Units
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||||||||
December 31, 2018
|
| | | | 26,000,000 | | | | | $ | 26,000 | | | | | | 17,333,333 | | | | | $ | 17,333 | | | | | | 34,250 | | | | | $ | — | | | | | $ | 720 | | | | | $ | 3,495 | | | | | $ | — | | | | | $ | 47,548 | | |
Equity-based compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 776 | | | | | | — | | | | | | — | | | | | | 776 | | |
Exercises of options
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3 | | | | | | — | | | | | | — | | | | | | 3 | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,487 | | | | | | — | | | | | | 5,487 | | |
December 31, 2019
|
| | | | 26,000,000 | | | | | $ | 26,000 | | | | | | 17,333,333 | | | | | $ | 17,333 | | | | | | 34,250 | | | | | $ | — | | | | | $ | 1,499 | | | | | $ | 8,982 | | | | | $ | — | | | | | $ | 53,814 | | |
Equity-based compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 657 | | | | | | — | | | | | | — | | | | | | 657 | | |
Exercises of options
|
| | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | 120,000 | | | | | | — | | | | | | 101 | | | | | | — | | | | | | — | | | | | | 101 | | |
Net income (loss)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 7,327 | | | | | | (632) | | | | | | 6,695 | | |
December 31, 2020
|
| | | | 26,000,000 | | | | | $ | 26,000 | | | | | | 17,333,333 | | | | | $ | 17,333 | | | | | | 154,250 | | | | | $ | — | | | | | $ | 2,257 | | | | | $ | 16,309 | | | | | $ | (632) | | | | | $ | 61,267 | | |
Equity-based compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 272 | | | | | | — | | | | | | — | | | | | | 272 | | |
Exercises of options
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 21,250 | | | | | | — | | | | | | 18 | | | | | | — | | | | | | — | | | | | | 18 | | |
Net income (loss)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 3,535 | | | | | | (341) | | | | | | 3,194 | | |
June 30, 2021 (unaudited)
|
| | | | 26,000,000 | | | | | $ | 26,000 | | | | | | 17,333,333 | | | | | $ | 17,333 | | | | | | 175,500 | | | | | $ | — | | | | | $ | 2,547 | | | | | $ | 19,844 | | | | | $ | (973) | | | | | $ | 64,751 | | |
| | |
Class A
Common Units |
| |
Class B
Common Units |
| |
Class C
Common Units |
| |
Additional
paid-in Capital |
| |
Retained
Earnings |
| |
Noncontrolling
Interests |
| |
Total
Members’ Equity |
| |||||||||||||||||||||||||||||||||||||||
| | |
Units
|
| |
Amount
|
| |
Units
|
| |
Amount
|
| |
Units
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||||||||
December 31, 2019
|
| | | | 26,000,000 | | | | | $ | 26,000 | | | | | | 17,333,333 | | | | | $ | 17,333 | | | | | | 34,250 | | | | | $ | — | | | | | $ | 1,499 | | | | | $ | 8,982 | | | | | $ | — | | | | | $ | 53,814 | | |
Equity-based compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 365 | | | | | | — | | | | | | — | | | | | | 365 | | |
Exercises of options
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 42,500 | | | | | | — | | | | | | 33 | | | | | | — | | | | | | — | | | | | | 33 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | (2,132) | | | | | | (257) | | | | | | (2,389) | | |
June 30, 2020 (unaudited)
|
| | | | 26,000,000 | | | | | $ | 26,000 | | | | | | 17,333,333 | | | | | $ | 17,333 | | | | | | 76,750 | | | | | $ | — | | | | | $ | 1,897 | | | | | $ | 6,850 | | | | | $ | (257) | | | | | $ | 51,823 | | |
| | |
Year ended December 31,
|
| |
Six months ended June 30,
|
| ||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2021
|
| |
2020
|
| ||||||||||||
| | | | | | | | | | | | | | |
(unaudited)
|
| |||||||||
Cash flows from operating activities | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income / (loss)
|
| | | $ | 6,695 | | | | | $ | 5,487 | | | | | $ | 3,194 | | | | | $ | (2,389) | | |
Adjustments to reconcile net income to net cash provided by
operating activities: |
| | | | | | | | | | | | | | | | | | | | | | | | |
Provision for bad debt
|
| | | | 159 | | | | | | 155 | | | | | | 1 | | | | | | (34) | | |
Amortization expense
|
| | | | 7,988 | | | | | | 9,237 | | | | | | 4,154 | | | | | | 3,910 | | |
Depreciation expense
|
| | | | 146 | | | | | | 128 | | | | | | 70 | | | | | | 76 | | |
Amortization of debt issuance costs
|
| | | | 220 | | | | | | 264 | | | | | | 80 | | | | | | 99 | | |
Deferred tax benefit
|
| | | | (2,317) | | | | | | (1,712) | | | | | | (1,072) | | | | | | (1,159) | | |
Equity-based compensation
|
| | | | 657 | | | | | | 776 | | | | | | 272 | | | | | | 365 | | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts receivable
|
| | | | (4,410) | | | | | | (5,673) | | | | | | 6,819 | | | | | | 16,763 | | |
Income taxes recoverable
|
| | | | 377 | | | | | | (509) | | | | | | 86 | | | | | | (304) | | |
Prepaid expenses and other assets
|
| | | | 89 | | | | | | 269 | | | | | | (1,204) | | | | | | (193) | | |
Accounts payable
|
| | | | 1,643 | | | | | | 656 | | | | | | (2,114) | | | | | | (3,169) | | |
Accrued expenses and other liabilities
|
| | | | 6,119 | | | | | | 2,743 | | | | | | (6,067) | | | | | | (3,606) | | |
Net cash provided by operating activities
|
| | | | 17,366 | | | | | | 11,821 | | | | | | 4,219 | | | | | | 10,359 | | |
Cash flows from investing activities | | | | | | | | | | | | | | | | | | | | | | | | | |
Capitalized software development costs
|
| | | | (2,154) | | | | | | (1,587) | | | | | | (1,119) | | | | | | (1,140) | | |
Purchase of property and equipment
|
| | | | (116) | | | | | | (171) | | | | | | (91) | | | | | | (96) | | |
Net cash used in investing activities
|
| | | | (2,270) | | | | | | (1,758) | | | | | | (1,210) | | | | | | (1,236) | | |
Cash flows from financing activities | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash received for exercised options
|
| | | | 101 | | | | | | 3 | | | | | | 18 | | | | | | 33 | | |
Proceeds from SAFE notes
|
| | | | 1,250 | | | | | | — | | | | | | 700 | | | | | | 1,000 | | |
Payment of term loan
|
| | | | (6,771) | | | | | | (6,733) | | | | | | (1,213) | | | | | | (2,444) | | |
Net cash used in financing activities
|
| | | | (5,420) | | | | | | (6,730) | | | | | | (495) | | | | | | (1,411) | | |
Net increase in cash and cash equivalents
|
| | | | 9,676 | | | | | | 3,333 | | | | | | 2,514 | | | | | | 7,712 | | |
Cash, cash equivalents and restricted cash at beginning of period
|
| | | | 7,091 | | | | | | 3,758 | | | | | | 16,767 | | | | | | 7,091 | | |
Cash, cash equivalents and restricted cash at end of period
|
| | | $ | 16,767 | | | | | $ | 7,091 | | | | | $ | 19,281 | | | | | $ | 14,803 | | |
Cash and cash equivalents
|
| | | | 16,717 | | | | | | 6,818 | | | | | | 19,281 | | | | | | 14,656 | | |
Restricted cash
|
| | | | 50 | | | | | | 273 | | | | | | — | | | | | | 147 | | |
Cash, cash equivalents and restricted cash at end of period
|
| | | $ | 16,767 | | | | | $ | 7,091 | | | | | $ | 19,281 | | | | | $ | 14,803 | | |
Supplemental disclosure of cash flow information | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash paid during the year for interest
|
| | | $ | 3,131 | | | | | $ | 3,951 | | | | | $ | 1,166 | | | | | $ | 1,770 | | |
Cash paid during the year for income taxes
|
| | | $ | 1,416 | | | | | $ | 4,124 | | | | | $ | 7,408 | | | | | $ | 659 | | |
Non-cash investing and financial activities | | | | | | | | | | | | | | | | | | | | | | | | | |
Capitalized software and property and equipment, net included in accounts payable
|
| | | $ | 3 | | | | | $ | 12 | | | | | $ | 11 | | | | | $ | 46 | | |
Description
|
| |
Estimated Life (Years)
|
| |||
Computer equipment
|
| | | | 5 | | |
Leasehold improvements
|
| | | | 5* | | |
Description
|
| |
Estimated Life (Years)
|
|
Software | | |
2 – 6
|
|
Non-compete agreements
|
| |
5
|
|
Customer relationships
|
| |
6 – 7
|
|
Trademarks/tradenames
|
| |
9 – 15
|
|
| | |
Year Ended December 31,
|
| |
Six Months Ended June 30,
|
| ||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2021
|
| |
2020
|
| ||||||||||||
| | | | | | | | | | | | | | |
(unaudited)
|
| |||||||||
Net income (loss) attributable to common members
|
| | | $ | 7,327 | | | | | $ | 5,487 | | | | | $ | 3,535 | | | | | $ | (2,132) | | |
Weighted-average common units outstanding: | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | 43,399,728 | | | | | | 43,367,583 | | | | | | 43,495,125 | | | | | | 43,388,833 | | |
Diluted
|
| | | | 43,399,728 | | | | | | 43,367,583 | | | | | | 46,862,940 | | | | | | 43,388,833 | | |
Net income (loss) per common unit: | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | $ | 0.17 | | | | | $ | 0.13 | | | | | $ | 0.08 | | | | | $ | (0.05) | | |
Diluted
|
| | | $ | 0.17 | | | | | $ | 0.13 | | | | | $ | 0.08 | | | | | $ | (0.05) | | |
| | |
As of December 31,
|
| |
As of June 30,
|
| ||||||||||||
| | |
2020
|
| |
2019
|
| |
2021
|
| |||||||||
| | | | | | | | | | | | | | |
(unaudited)
|
| |||
Accounts receivables
|
| | | $ | 47,132 | | | | | | 42,915 | | | | | | 40,207 | | |
Other receivables
|
| | | | 340 | | | | | | 225 | | | | | | 436 | | |
| | | | | 47,472 | | | | | | 43,140 | | | | | | 40,643 | | |
Less: provision for bad debts
|
| | | | (457) | | | | | | (376) | | | | | | (448) | | |
Total
|
| | | $ | 47,015 | | | | | | 42,764 | | | | | | 40,195 | | |
| | |
As of December 31,
|
| |
As of June 30,
|
| ||||||||||||
| | |
2020
|
| |
2019
|
| |
2021
|
| |||||||||
| | | | | | | | | | | | | | |
(unaudited)
|
| |||
Computers and equipment
|
| | | $ | 659 | | | | | $ | 587 | | | | | $ | 694 | | |
Leasehold improvements
|
| | | | — | | | | | | 62 | | | | | | — | | |
| | | | | 659 | | | | | | 649 | | | | | | 694 | | |
Less: accumulated depreciation
|
| | | | (333) | | | | | | (293) | | | | | | (347) | | |
Total
|
| | | $ | 326 | | | | | $ | 356 | | | | | $ | 347 | | |
| | |
Remaining
Weighted Average Useful Life (in years) |
| |
As of December 31, 2020
|
| | |||||||||||||||||
| | |
Gross
amount |
| |
Accumulated
amortization |
| |
Net carrying
amount |
| |||||||||||||||
Software
|
| | | | 2.0 | | | | | $ | 9,124 | | | | | $ | (8,138) | | | | | $ | 986 | | |
Capitalized software costs
|
| | | | 1.4 | | | | | | 5,275 | | | | | | (3,334) | | | | | | 1,941 | | |
Customer relationships
|
| | | | 3.0 | | | | | | 31,726 | | | | | | (18,227) | | | | | | 13,499 | | |
Trademarks/tradename
|
| | | | 6.0 | | | | | | 10,243 | | | | | | (4,115) | | | | | | 6,128 | | |
Non-compete agreements
|
| | | | 1.0 | | | | | | 1,519 | | | | | | (1,223) | | | | | | 296 | | |
Total
|
| | | | | | | | | $ | 57,887 | | | | | $ | (35,037) | | | | | $ | 22,850 | | |
| | |
Remaining
Weighted Average Useful Life (in years) |
| |
As of December 31, 2019
|
| | |||||||||||||||||
| | |
Gross
amount |
| |
Accumulated
amortization |
| |
Net carrying
amount |
| |||||||||||||||
Software
|
| | | | 3.0 | | | | | $ | 9,124 | | | | | $ | (7,624) | | | | | $ | 1,500 | | |
Capitalized software costs
|
| | | | 2.2 | | | | | | 3,118 | | | | | | (1,699) | | | | | | 1,419 | | |
Customer relationships
|
| | | | 4.0 | | | | | | 31,726 | | | | | | (13,712) | | | | | | 18,014 | | |
Trademarks/tradename
|
| | | | 7.0 | | | | | | 10,243 | | | | | | (3,094) | | | | | | 7,149 | | |
Non-compete agreements
|
| | | | 2.0 | | | | | | 1,519 | | | | | | (920) | | | | | | 599 | | |
Total
|
| | | | | | | | | $ | 55,730 | | | | | $ | (27,049) | | | | | $ | 28,681 | | |
| | |
Remaining
Weighted Average Useful Life (in years) |
| |
As of June 30, 2021 (unaudited)
|
| | | | | | | ||||||||||||
| | |
Gross
amount |
| |
Accumulated
amortization |
| |
Net carrying
amount |
| |||||||||||||||
Software
|
| | | | 1.5 | | | | | $ | 9,124 | | | | | $ | (8,396) | | | | | $ | 728 | | |
Capitalized software costs
|
| | | | 1.1 | | | | | | 6,405 | | | | | | (4,312) | | | | | | 2,093 | | |
Customer relationships
|
| | | | 2.5 | | | | | | 31,726 | | | | | | (20,483) | | | | | | 11,243 | | |
Trademarks/tradename
|
| | | | 5.5 | | | | | | 10,243 | | | | | | (4,625) | | | | | | 5,618 | | |
Non-compete agreements
|
| | | | 0.5 | | | | | | 1,519 | | | | | | (1,375) | | | | | | 144 | | |
Total
|
| | | | | | | | | $ | 59,017 | | | | | $ | (39,191) | | | | | $ | 19,826 | | |
| | |
Year ended December 31,
|
| |
Six months ended June 30,
|
| ||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2021
|
| |
2020
|
| ||||||||||||
| | | | | | | | | | | | | | |
(unaudited)
|
| |||||||||
Platform operations
|
| | | $ | 1,720 | | | | | $ | 3,401 | | | | | $ | 977 | | | | | $ | 819 | | |
Sales and marketing
|
| | | | 5,489 | | | | | | 5,522 | | | | | | 2,741 | | | | | | 2,748 | | |
Technology and development
|
| | | | 465 | | | | | | — | | | | | | 279 | | | | | | 186 | | |
General and administrative
|
| | | | 314 | | | | | | 314 | | | | | | 157 | | | | | | 157 | | |
Total
|
| | | $ | 7,988 | | | | | $ | 9,237 | | | | | $ | 4,154 | | | | | $ | 3,910 | | |
| | |
Year ended
December 31, |
| |||
2021
|
| | | $ | 6,345 | | |
2022
|
| | | $ | 6,003 | | |
2023
|
| | | $ | 5,496 | | |
2024
|
| | | $ | 1,021 | | |
2025
|
| | | $ | 1,021 | | |
| | |
As of December 31,
|
| |
As of June 30,
|
| ||||||||||||
| | |
2020
|
| |
2019
|
| |
2021
|
| |||||||||
| | | | | | | | | | | | | | |
(unaudited)
|
| |||
Income taxes payable
|
| | | $ | 3,878 | | | | | $ | 1,178 | | | | | $ | — | | |
Sales and use taxes payable
|
| | | | 190 | | | | | | 65 | | | | | | 160 | | |
Deferred revenue
|
| | | | 42 | | | | | | — | | | | | | 20 | | |
Other liabilities
|
| | | | 1,889 | | | | | | 3,756 | | | | | | 5,023 | | |
Total
|
| | | $ | 5,999 | | | | | $ | 4,999 | | | | | $ | 5,203 | | |
| | |
As of December 31,
|
| |
As of June 30,
|
| ||||||||||||
| | |
2020
|
| |
2019
|
| |
2021
|
| |||||||||
| | | | | | | | | | | | | | |
(unaudited)
|
| |||
Term Loan Payable
|
| | | $ | 26,187 | | | | | $ | 32,958 | | | | | $ | 24,974 | | |
Less: Deferred financing fees
|
| | | | (155) | | | | | | (375) | | | | | | (75) | | |
| | | | | 26,032 | | | | | | 32,583 | | | | | | 24,899 | | |
Less: Current portion of Term Loan Payable, net
|
| | | | (26,032) | | | | | | (2,425) | | | | | | (24,899) | | |
Term Loan, net of current portion
|
| | | $ | — | | | | | $ | 30,158 | | | | | $ | — | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Domestic
|
| | | $ | 9,946 | | | | | $ | 7,468 | | |
Foreign
|
| | | | (471) | | | | | | 48 | | |
Income from operations before income taxes
|
| | | $ | 9,475 | | | | | $ | 7,516 | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Current provision (benefit): | | | | | | | | | | | | | |
Federal
|
| | | $ | 3,465 | | | | | $ | 2,744 | | |
State and local
|
| | | | 1,643 | | | | | | 976 | | |
Foreign
|
| | | | (11) | | | | | | 21 | | |
Total current provision
|
| | | | 5,097 | | | | | | 3,741 | | |
Deferred benefit: | | | | | | | | | | | | | |
Federal
|
| | | | (1,614) | | | | | | (1,412) | | |
State and local
|
| | | | (703) | | | | | | (300) | | |
Foreign
|
| | | | — | | | | | | — | | |
Total deferred benefit
|
| | | | (2,317) | | | | | | (1,712) | | |
Provision for income taxes
|
| | | $ | 2,780 | | | | | $ | 2,029 | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Federal income tax rate
|
| | | | 21.00% | | | | | | 21.00% | | |
State and local taxes, net of federal benefit
|
| | | | 7.68% | | | | | | 4.09% | | |
Foreign rate differential
|
| | | | -0.27% | | | | | | 0.15% | | |
Permanent items
|
| | | | 1.18% | | | | | | 4.03% | | |
Research and development credits
|
| | | | -2.96% | | | | | | -3.99% | | |
Equity option forfeitures
|
| | | | 1.38% | | | | | | 0.00% | | |
Change in valuation allowance
|
| | | | 1.20% | | | | | | 0.00% | | |
State FIN 48
|
| | | | 0.14% | | | | | | 1.63% | | |
Other
|
| | | | 0.00% | | | | | | -0.03% | | |
Effective tax rate
|
| | | | 29.35% | | | | | | 26.88% | | |
| | |
As of December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Deferred tax assets: | | | | | | | | | | | | | |
Accrued expenses
|
| | | $ | 598 | | | | | $ | 171 | | |
Deferred rent
|
| | | | 505 | | | | | | 371 | | |
Investments
|
| | | | 30 | | | | | | 202 | | |
Net operating losses
|
| | | | 353 | | | | | | 7 | | |
Reserves
|
| | | | 178 | | | | | | 121 | | |
Equity-based compensation
|
| | | | 389 | | | | | | 387 | | |
Uncertain Tax Positions
|
| | | | 86 | | | | | | 81 | | |
Disallowed Interest Expense
|
| | | | — | | | | | | — | | |
Deferred tax assets
|
| | | | 2,139 | | | | | | 1,340 | | |
Valuation Allowance
|
| | | | (114) | | | | | | — | | |
Net deferred tax asset
|
| | | | 2,025 | | | | | | 1,340 | | |
Deferred tax liabilities: | | | | | | | | | | | | | |
Property & equipment
|
| | | | (315) | | | | | | (869) | | |
Intangible assets
|
| | | | (6,230) | | | | | | (7,308) | | |
Deferred tax liabilities
|
| | | | (6,545) | | | | | | (8,177) | | |
Deferred income taxes
|
| | | $ | (4,520) | | | | | $ | (6,837) | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Unrecognized tax benefits – beginning of period
|
| | | $ | 380 | | | | | $ | 169 | | |
Tax position changes – current period
|
| | | | — | | | | | | 211 | | |
Unrecognized tax benefits – end of period
|
| | | | 380 | | | | | | 380 | | |
Interest and penalties – end of period
|
| | | | 27 | | | | | | 8 | | |
Total liabilities related to uncertain tax positions
|
| | | $ | 407 | | | | | $ | 388 | | |
| | |
Year Ended December 31,
|
| |
Six Months Ended June 30,
|
| ||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2021
|
| |
2020
|
| ||||||||||||
| | | | | | | | | | | | | | |
(unaudited)
|
| |||||||||
General and administrative
|
| | | $ | 657 | | | | | $ | 776 | | | | | $ | 272 | | | | | $ | 365 | | |
Total equity-based compensation expense
|
| | | $ | 657 | | | | | $ | 776 | | | | | $ | 272 | | | | | $ | 365 | | |
| | |
Equity
Option Awards |
| |
Weighted
Average Exercise Price |
| |
Weighted
Average Remaining Contractual Life (Years) |
| |||||||||
Outstanding at December 31, 2018
|
| | | | 3,328,500 | | | | | $ | 0.78 | | | | | | 8.18 | | |
Granted
|
| | | | 2,547,500 | | | | | | 1.15 | | | | | | | | |
Exercised
|
| | | | — | | | | | | — | | | | | | | | |
Forfeited
|
| | | | (138,750) | | | | | | 0.75 | | | | | | | | |
Outstanding at December 31, 2019
|
| | | | 5,737,250 | | | | | $ | 0.95 | | | | | | 8.26 | | |
Granted
|
| | | | — | | | | | | — | | | | | | | | |
Exercised
|
| | | | (120,000) | | | | | | 0.84 | | | | | | | | |
Forfeited
|
| | | | (646,875) | | | | | | 1.00 | | | | | | | | |
Outstanding at December 31, 2020
|
| | | | 4,970,375 | | | | | $ | 0.94 | | | | | | 6.04 | | |
Vested or expect to vest as of December 31, 2020
|
| | | | 4,970,375 | | | | | $ | 0.94 | | | | | | 6.04 | | |
Vested and exercisable at December 31, 2020
|
| | | | 3,745,500 | | | | | $ | 0.92 | | | | | | 5.44 | | |
| | |
Equity
Option Awards |
| |
Weighted
Average Exercise Price |
| |
Weighted
Average Remaining Contractual Life (Years) |
| |||||||||
| | |
(unaudited)
|
| | | | | | | | | | | | | |||
Outstanding at December 31, 2020
|
| | | | 4,970,375 | | | | | $ | — | | | | | | 6.04 | | |
Granted
|
| | | | — | | | | | | — | | | | | | | | |
Exercised
|
| | | | (21,250) | | | | | | 0.85 | | | | | | | | |
Forfeited
|
| | | | (6,250) | | | | | | 1.15 | | | | | | | | |
Outstanding at June 30, 2021
|
| | | | 4,942,875 | | | | | $ | 0.94 | | | | | | 5.66 | | |
Vested or expect to vest as of June 30, 2021
|
| | | | 4,942,875 | | | | | $ | 0.94 | | | | | | 5.66 | | |
Vested and exercisable at June 30, 2021
|
| | | | 3,760,500 | | | | | $ | 0.88 | | | | | | 4.71 | | |
| | |
2019 Grants
|
| |||
Expected term (years)
|
| | | | 7.0 | | |
Expected volatility
|
| | | | 58.5% | | |
Risk free interest rate
|
| | | | 2.14% | | |
Expected dividend yield
|
| | | | — | | |
| | |
Year ended December 31,
|
| |
Six months ended June 30,
|
| ||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2021
|
| |
2020
|
| ||||||||||||
| | | | | | | | | | | | | | |
(unaudited)
|
| |||||||||
Canada
|
| | | $ | 1,834 | | | | | $ | 623 | | | | | $ | 1,373 | | | | | $ | 342 | | |
United Kingdom
|
| | | | 140 | | | | | | 164 | | | | | | 217 | | | | | | — | | |
U.S.
|
| | | | 119,041 | | | | | | 119,619 | | | | | | 69,224 | | | | | | 44,557 | | |
Other
|
| | | | — | | | | | | — | | | | | | 20 | | | | | | — | | |
Total
|
| | | $ | 121,015 | | | | | $ | 120,406 | | | | | $ | 70,834 | | | | | $ | 44,899 | | |
| | |
Year ended
December 31, |
| |||
2021
|
| | | $ | 3,810 | | |
2022
|
| | | | 2,790 | | |
2023
|
| | | | 2,867 | | |
2024
|
| | | | 2,867 | | |
2025
|
| | | | 2,867 | | |
Thereafter
|
| | | | 7,884 | | |
Total
|
| | | $ | 23,085 | | |
| | |
December 31,
2020 |
| |
December 31,
2019 |
| |
June 30, 2021
|
| |||||||||
| | | | | | | | | | | | | | |
(unaudited)
|
| |||
Voting Class A Common Units
|
| | | | 26,000,000 | | | | | | 26,000,000 | | | | | | 26,000,000 | | |
Non-Voting Class B Common Units
|
| | | | 17,333,333 | | | | | | 17,333,333 | | | | | | 17,333,333 | | |
Non-Voting Class C Common Units
|
| | | | 154,250 | | | | | | 34,250 | | | | | | 175,500 | | |
Total
|
| | | | 43,487,583 | | | | | | 43,367,583 | | | | | | 43,508,833 | | |
| | |
As of December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
ASSETS | | | | | | | | | | | | | |
Investment in subsidiaries
|
| | | $ | 65,832 | | | | | $ | 57,500 | | |
Total assets
|
| | | $ | 65,832 | | | | | $ | 57,500 | | |
LIABILITIES AND MEMBERS’ EQUITY | | | | | | | | | | | | | |
Intercompany payables to subsidiaries
|
| | | $ | 3,933 | | | | | $ | 3,686 | | |
Members’ equity | | | | | | | | | | | | | |
Class A Common Units; 26,000,000 units authorized, issued and outstanding as of December 31, 2020, and 2019, respectively
|
| | | | 26,000 | | | | | | 26,000 | | |
Class B Common Units; 17,333,333 units authorized, issued and outstanding as of December 31, 2020 and 2019, respectively
|
| | | | 17,333 | | | | | | 17,333 | | |
Class C Common Units; 5,850,000 units authorized as of December 31, 2020 and 2019; 154,250 and 34,250 units issued and outstanding as of December 31, 2020 and 2019, respectively.
|
| | | | — | | | | | | — | | |
Additional paid-in capital
|
| | | | 2,257 | | | | | | 1,499 | | |
Retained earnings
|
| | | | 16,309 | | | | | | 8,982 | | |
Total members’ equity
|
| | | | 61,899 | | | | | | 53,814 | | |
Total liabilities and members’ equity
|
| | | $ | 65,832 | | | | | $ | 57,500 | | |
| | |
For the year ended
December 31, |
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Equity in income of subsidiaries
|
| | | $ | 8,856 | | | | | $ | 7,161 | | |
General and administrative
|
| | | | 1,529 | | | | | | 1,674 | | |
Net income
|
| | | $ | 7,327 | | | | | $ | 5,487 | | |
| | |
Annex A Page
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Annex A Page
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| EXHIBIT A | | | Registration Rights Agreement | |
| EXHIBIT B | | | Lock-Up Agreement | |
| EXHIBIT C | | | Stockholders Agreement | |
| EXHIBIT D | | | Parent Second Amended and Restated Certificate of Incorporation | |
| EXHIBIT E | | | Parent Amended and Restated Bylaws | |
| EXHIBIT F | | | Managing Member and Officers of the Surviving Company | |
| EXHIBIT G | | | Stock Incentive Plan | |
| EXHIBIT H | | | Employee Stock Purchase Plan | |
|
SCHEDULE A
|
| | Company Knowledge Parties | |
|
SCHEDULE B
|
| | Blocker Knowledge Parties | |
|
SCHEDULE C
|
| | Parent Knowledge Parties | |
|
SCHEDULE D
|
| | Key Company Members | |
|
SCHEDULE E
|
| | Parent Material Contracts | |
|
SCHEDULE F
|
| | Resigning Parent Officers and Directors | |
Defined Term
|
| |
Location of Definition
|
|
2021 Balance Sheet | | |
§ 4.07(b)
|
|
Agreement | | |
Preamble
|
|
Antitrust Laws | | |
§ 9.15(a)
|
|
Audited Financial Statements | | |
§ 4.07(a)
|
|
Blocker | | |
Preamble
|
|
Blocker Member | | |
Preamble
|
|
Blocker Mergers | | |
Recitals
|
|
Blocker Merger Tax Opinion | | |
§ 9.01(a)
|
|
Blocker Written Consent | | |
§ 5.04(c)
|
|
Blue Sky Laws | | |
§ 4.05(b)
|
|
Business Combination Proposal | | |
§ 9.06(b)
|
|
Cash Exchange Fund | | |
§ 3.07(a)
|
|
Certificate of First Blocker Merger | | |
§ 2.02(b)
|
|
Certificate of First Company Merger | | |
§ 2.02(d)
|
|
Certificate of Second Blocker Merger | | |
§ 2.02(c)
|
|
Certificate of Second Company Merger | | |
§ 2.02(e)
|
|
Certificates | | |
§ 3.07(b)
|
|
Claims | | |
§ 8.04
|
|
Closing | | |
§ 2.02(a)
|
|
Closing Date | | |
§ 2.02(a)
|
|
Code | | |
§ 3.07(h)
|
|
Company | | |
Preamble
|
|
Company Board | | |
Recitals
|
|
Company Certificate | | |
§ 3.08(a)
|
|
Company Disclosure Schedule | | |
Article IV
|
|
Company Members | | |
Recitals
|
|
Company Merger Tax Opinion | | |
§ 9.01(a)
|
|
Company Mergers | | |
Recitals
|
|
Company Parties | | |
§ 8.04
|
|
Company Permits | | |
§ 4.06
|
|
Company Subsidiary | | |
§ 4.01(a)
|
|
Company Written Consent | | |
§ 9.04
|
|
Continuing Employees | | |
§ 9.07(a)
|
|
Copyrights | | |
§ 1.01
|
|
D&O Indemnitees | | |
§ 9.08(a)
|
|
D&O Tail Policies | | |
§ 9.08(b)
|
|
DGCL | | |
§ 9.14(b)
|
|
DLLC Act | | |
Recitals
|
|
Earn-Out Consideration | | |
§ 3.06(a)
|
|
Earn-Out Target | | |
§ 3.06(a)
|
|
Employment Matters | | |
§ 4.11(c)
|
|
Defined Term
|
| |
Location of Definition
|
|
Environmental Permits | | |
§ 4.15
|
|
ERISA | | |
§ 4.10(a)
|
|
ERISA Affiliate | | |
§ 4.10(c)
|
|
ESPP | | |
§ 9.18
|
|
Exchange Act | | |
§ 4.22
|
|
Exchange Agent | | |
§ 3.07(a)
|
|
Exchange Fund | | |
§ 3.07(a)
|
|
Exchanged Options | | |
§ 3.04(f)1.01
|
|
Exchanged Units | | |
§ 3.04(f)
|
|
First Blocker Merger | | |
Recitals
|
|
First Blocker Merger Effective Time | | |
§ 2.02(b)
|
|
First Blocker Merger Surviving Company | | |
§ 2.01(a)
|
|
First Blocker Merger Surviving Company Interest | | |
§ Section 3.02(b)
|
|
First Company Merger | | |
Recitals
|
|
First Company Merger Effective Time | | |
§ 2.02(d)
|
|
First Company Merger Surviving Company | | |
§ 2.01(c)
|
|
First Company Merger Surviving Company Interest | | |
§ 3.04(e)
|
|
GAAP | | |
§ 4.07(a)
|
|
Governmental Authority | | |
§ 4.05(b)
|
|
Health Plan | | |
§ 4.10(k)
|
|
IRS | | |
§ 4.10(b)
|
|
Law | | |
§ 4.05(a)
|
|
Lease | | |
§ 4.12(b)
|
|
Lease Documents | | |
§ 4.12(b)
|
|
Letter of Transmittal | | |
§ 3.07(b)
|
|
Lock-Up Agreement | | |
Recitals
|
|
Material Contracts | | |
§ 4.16(a)
|
|
Member Support Agreement | | |
Recitals
|
|
Mergers | | |
Recitals
|
|
Merger Sub 1 | | |
Preamble
|
|
Merger Sub 1 Interest | | |
§ 3.02(b)
|
|
Merger Sub 2 | | |
Preamble
|
|
Merger Sub 2 Interest | | |
§ 3.03(b)
|
|
Merger Sub 3 | | |
Preamble
|
|
Merger Sub 3 Interest | | |
§ 3.04(e)
|
|
Merger Sub 4 | | |
Preamble
|
|
Merger Sub 4 Interest | | |
§ 3.05(b)
|
|
Monroe Payoff Letter | | |
§ 3.09(g)
|
|
Outside Date | | |
§ 11.01(b)
|
|
Parent | | |
Preamble
|
|
Parent Amended and Restated Bylaws | | |
§ 2.04(e)
|
|
Parent Board | | |
Recitals
|
|
Parent Certificate | | |
§ 3.08(b)
|
|
Defined Term
|
| |
Location of Definition
|
|
Parent Material Contracts | | |
§ 7.19(a)
|
|
Parent Preferred Stock | | |
§ 7.03(a)
|
|
Parent Proposals | | |
§ 9.01(a)
|
|
Parent SEC Reports | | |
§ 7.07(a)
|
|
Parent Second Amended and Restated Certificate of Incorporation | | |
§ 2.04(e)
|
|
Parent Material Contract | | |
§ 7.19(a)
|
|
Parent Stockholders | | |
Recitals
|
|
Parent Stockholders’ Meeting | | |
§ 9.01(a)
|
|
Payment Spreadsheet | | |
§ 3.01
|
|
PCAOB Audited Financials | | |
§ 9.13
|
|
Plans | | |
§ 4.10(a)
|
|
PPACA | | |
§ 4.10(k)
|
|
Private Placement Amount | | |
Recitals
|
|
Private Placements | | |
Recitals
|
|
Proxy Statement | | |
§ 9.01(a)
|
|
Registered IP | | |
§ 4.13(a)
|
|
Registration Rights Agreement | | |
Recitals
|
|
Registration Statement | | |
§ 9.01(a)
|
|
Remedies Exceptions | | |
§ 4.04
|
|
Representatives | | |
§ 9.05(a)
|
|
SEC | | |
§ 7.07(a)
|
|
Second Blocker Merger | | |
Recitals
|
|
Second Blocker Merger Effective Time | | |
§ 2.02(c)
|
|
Second Blocker Merger Surviving Company | | |
§ 2.01(b)
|
|
Second Company Merger | | |
Recitals
|
|
Second Company Merger Effective Time | | |
§ 2.02(e)
|
|
Securities Act | | |
§ 7.07(a)
|
|
Securities Exchange Fund | | |
§ 3.07(a)
|
|
Service Agreements | | |
§ 4.10(a)
|
|
Sponsor Support Agreement | | |
Recitals
|
|
Stock Incentive Plan | | |
§ 9.18
|
|
Stockholders Agreement | | |
Recitals
|
|
Subscription Agreements | | |
Recitals
|
|
Surviving Company | | |
§ 2.01(d)
|
|
SVB Payoff Letter | | |
§ 3.09(g)
|
|
Terminating Company Breach | | |
§ 11.01(g)
|
|
Terminating Parent Breach | | |
§ 11.01(h)
|
|
Trademarks | | |
§ 1.01
|
|
Trust Account | | |
§ 7.13
|
|
Trust Agreement | | |
§ 7.13
|
|
Trust Fund | | |
§ 7.13
|
|
Unaudited Financial Statements | | |
§ 4.07(b)
|
|
| Options | | | Section 5 | |
| Share Appreciation Rights (“SARs”) | | | Section 6 | |
| Restricted Shares, Restricted Share Units (“RSUs”), and Unrestricted Shares | | | Section 7 | |
| Deferred Share Units (“DSUs”) | | | Section 8 | |
| Dividend Equivalent Rights | | | Section 9 | |
Reason for Terminating Continuous Service
|
| |
Option Termination Date
|
|
(I) For Cause. | | | All Options, whether or not vested, shall immediately expire effective on the date of termination of the Participant’s Continuous Service, or when Cause first existed if earlier. | |
(II) The Participant dies or becomes Disabled during Continuous Service (in either case unless Reason I applies). | | | All unvested Options shall immediately effective as of the date of termination of the Participant’s Continuous Service, and all vested and unexercised Options shall expire 12 months after such termination. | |
(III) Any other reason. | | | All unvested Options shall immediately expire effective on the date of termination of the Participant’s Continuous Service. All vested and unexercised Options, shall expire three (3) months after the date of termination of the Participant’s Continuous Service. | |
By: |
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| Name of Subscriber: | | | State/Country of Formation or Domicile: | | ||||||
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| Name in which shares are to be registered (if different): | | | Date: , 2021 | | ||||||
| Subscriber’s EIN: | | | | | | |||||
| Business Address-Street: | | | Mailing Address-Street (if different): | | ||||||
| City, State, Zip: | | | City, State, Zip: | | ||||||
| Attn: | | | Attn: | | ||||||
| Telephone No.: | | | Telephone No.: | | ||||||
| Email Address: | | | Email Address: | | ||||||
| Number of Shares subscribed for: | | | | | | |||||
| Aggregate Subscription Amount: $ | | | Price Per Share: $10.00 | |
| | | | MCAP ACQUISITION CORPORATION | | |||
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| Date: , 2021 | | |
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☐ FOR
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☐ AGAINST
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☐ ABSTAIN
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☐ FOR
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☐ AGAINST
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☐ ABSTAIN
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☐ FOR
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☐ AGAINST
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☐ ABSTAIN
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☐ FOR
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☐ AGAINST
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☐ ABSTAIN
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☐ FOR
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☐ AGAINST
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☐ ABSTAIN
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☐ FOR
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☐ AGAINST
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☐ ABSTAIN
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☐ FOR
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☐ AGAINST
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☐ ABSTAIN
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☐ FOR
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☐ AGAINST
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☐ ABSTAIN
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| I hereby certify that I am not acting in concert, or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), with any other stockholder with respect to the shares of common stock of MCAP Acquisition Corporation owned by me. I further certify that I am not exercising Redemption Rights with respect to 15% or more of MCAP Acquisition Corporation Public Shares (as defined in the accompanying proxy statement/prospectus). | | | ☐ | |
| MARK HERE FOR ADDRESS CHANGE AND NOTE AT RIGHT. | | | ☐ | |
| Signature | | | Signature | | |
Date
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Exhibit Index
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Exhibit
No. |
| |
Description
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10.8++
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| | Registration Rights Agreement, dated as of March 2, 2021, among the Registrant, the Sponsor and certain securityholders (incorporated by reference to Exhibit 10.3 of Form 8-K filed by the Registrant with the SEC on March 2, 2021). | |
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10.9#++
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10.10#++
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10.11#+
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| | Form of Director and Officer Indemnification Agreement. | |
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10.12#++
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10.13#++
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10.14#++
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10.15#++
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10.16#++
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10.17#++
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10.18#++
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| | Employment Agreement, dated as of December 22, 2016, between AdTheorent, Inc. and James Lawson, as amended by the First Amendment, dated as of January 1, 2019, and as further amended by the Second Amendment, dated as of January 1, 2021 | |
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10.19#++
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10.20#++
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10.21#++
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10.22#++
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10.23#++
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23.1
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23.2
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23.3
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24.1++
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99.1++
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99.2++
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99.3++
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99.4++
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99.5++
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99.6
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99.7
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99.8
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101.INS++
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| | XBRL Instance Document | |
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101.SCH++
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| | XBRL Taxonomy Extension Schema Document | |
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101.CAL++
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| | XBRL Taxonomy Extension Calculation Linkbase Document | |
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Exhibit Index
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Exhibit
No. |
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Description
|
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101.DEF++
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| | XBRL Taxonomy Extension Definition Linkbase Document | |
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101.LAB++
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| | XBRL Taxonomy Extension Label Linkbase Document | |
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101.PRE++
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| | XBRL Taxonomy Extension Presentation Linkbase Document | |
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Signature
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Title
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Date
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/s/ Theodore L. Koenig
Theodore L. Koenig
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Chairman and Chief Executive Officer
(Principal Executive Officer) |
| | November 10, 2021 | |
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*
Zia Uddin
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| | Co-President | | | November 10, 2021 | |
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*
Mark A. Solovy
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| | Co-President | | | November 10, 2021 | |
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*
Scott A. Marienau
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Chief Financial Officer
(Principal Financial and Accounting Officer) |
| | November 10, 2021 | |
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*
Peter Gruszka
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| | Director | | | November 10, 2021 | |
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*
Thomas J. Allison
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| | Director | | | November 10, 2021 | |
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*
John C. Chrystal
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| | Director | | | November 10, 2021 | |
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*
Roger Schoenfeld
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| | Director | | | November 10, 2021 | |
Exhibit 5.1
NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW |
|
101 Constitution Ave, NW, Suite 900 Washington, DC 20001 T: 202.689.2800 F: 202.689.2860 nelsonmullins.com |
November 10, 2021
MCAP Acquisition Corporation
311 South Wacker Drive, Suite 6400
Chicago, Illinois 60606
RE: | Registration Statement on Form S-4 (File No. 333-259027) |
Ladies and Gentlemen:
We have acted as special counsel to MCAP Acquisition Corporation, a Delaware corporation (“MCAP”), in connection with the transactions contemplated by that Business Combination Agreement dated effective as of July 27, 2021 (as amended or supplemented from time to time, the “BCA”) by and among: (a) MCAP; (b) GRNT Merger Sub 1 LLC, a Delaware limited liability company (“Merger Sub 1”); (c) GRNT Merger Sub 2 LLC, a Delaware limited liability company (“Merger Sub 2”); (d) GRNT Merger Sub 3 LLC, a Delaware limited liability company (“Merger Sub 3”); (e) GRNT Merger Sub 4 LLC, a Delaware limited liability company (“Merger Sub 4”); (f) H.I.G. Growth – AdTheorent Intermediate, LLC, a Delaware limited liability company (the “Blocker”); (g) H.I.G. Growth – AdTheorent, LLC, a Delaware limited liability company; and (h) AdTheorent Holding Company, LLC, a Delaware limited liability company (“AdTheorent”). Such transactions include: (i) the merger of Merger Sub 1 with and into the Blocker, with the Blocker surviving as a wholly owned subsidiary of MCAP (the “First Blocker Merger”); (ii) immediately thereafter and pursuant to an integrated plan, the merger of the Blocker, as the surviving company of the First Blocker Merger, with and into Merger Sub 2, with Merger Sub 2 surviving as a wholly owned subsidiary of MCAP (the “Second Blocker Merger” and together with the First Blocker Merger, the “Blocker Mergers”); (iii) immediately following the Blocker Mergers, the merger of Merger Sub 3 with and into AdTheorent, with AdTheorent surviving as a wholly owned subsidiary of MCAP (the “First Company Merger”); and (iv) immediately thereafter and pursuant to an integrated plan, the merger of AdTheorent, as the surviving company of the First Company Merger, with and into Merger Sub 4 (the “Second Company Merger” and together with the First Company Merger, the “Company Mergers”; the Company Mergers together with the Blocker Mergers, the “Mergers”; and together with the other transactions related thereto, the “Transactions”), with Merger Sub 4 surviving as a wholly owned direct subsidiary of MCAP.
California | Colorado | District of Columbia | Florida | Georgia | Maryland | Massachusetts | New York
North Carolina | South Carolina | Tennessee | West Virginia
November 10, 2021
Page 2
This opinion is being rendered at the request of MCAP in connection with the registration by MCAP under the above-referenced Registration Statement (together with all amendments thereto as of the date hereof, the “Registration Statement”) filed by MCAP with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), of up to 60,813,148 shares of MCAP’s common stock, par value $0.0001 per share, issuable to equityholders of AdTheorent as consideration for the Transactions under the BCA (the “Common Stock”).
We have examined such documents and considered such legal matters as we have deemed necessary and relevant as the basis for the opinions hereinafter set forth below. These documents included, without limitation, (i) the Registration Statement and all amendments thereto filed with the Commission prior to the date hereof; (ii) the form of Second Amended and Restated Certificate of Incorporation of MCAP to be effective upon the consummation of the Mergers; (iii) the form of Amended and Restated Bylaws of MCAP to be effective upon the Mergers; and (iv) the BCA. With respect to such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as reproduced or certified copies, and the authenticity of the originals of those latter documents. As to all questions of fact material to these opinions, we have, to the extent deemed appropriate, relied upon certain representations of certain officers and employees of MCAP.
In addition to the foregoing, for the purpose of rendering our opinions as expressed herein, we have assumed that:
A. | Prior to the issuance of any Common Stock by MCAP pursuant to the Registration Statement: (i) the Registration Statement, as finally amended, will have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement will have been issued and no proceedings with respect thereto will have been commenced or threatened, (ii) the business combination and the transactions contemplated by the BCA and the Registration Statement will have been consummated in accordance with the terms of the documents pertaining thereto, without any waiver or breach of any material terms or provisions thereof, and that such transactions will be effective under applicable law, and (iii) the stockholders of MCAP will have approved the BCA and the other proposals set forth in the proxy statement/prospectus included in the Registration Statement, which are to be presented and voted upon at the meeting as set forth in the proxy statement/prospectus included in the Registration Statement; and |
B. | The current draft of the Second Amended and Restated Certificate of Incorporation of MCAP, in the form thereof submitted for our review, without alteration or amendment (other than identifying the appropriate date), will be duly authorized and executed and thereafter be duly filed with the Secretary of State of the State of Delaware (the “DE Secretary of State”), in accordance with Section 103 of the DGCL, that no other certificate or document, has been, or prior to the filing of the Second Amended and Restated Certificate of Incorporation will be, filed by or in respect of MCAP with the DE Secretary of State and that MCAP will pay all fees and other charges required to be paid in connection with the filing of the Second Amended and Restated Certificate of Incorporation. |
November 10, 2021
Page 3
Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that, when issued in the manner and on the terms described in the Registration Statement and the BCA, the shares of Common Stock will be validly issued, fully paid and non-assessable.
Our opinion herein is expressed solely with respect to the Delaware General Corporation Law. Our opinion is based on these laws as in effect on the date hereof and as of the effective date of the Registration Statement, and we assume no obligation to revise or supplement this opinion after the effective date of the Registration Statement should the law be changed by legislative action, judicial decision, or otherwise. We express no opinion as to whether the laws of any other jurisdiction are applicable to the subject matter hereof. We are not rendering any opinion as to compliance with any other federal or state law, rule or regulation relating to securities, or to the sale or issuance thereof.
The opinions expressed herein are rendered as of the date hereof and are based on existing law, which is subject to change. Where our opinions expressed herein refer to events to occur at a future date, we have assumed that there will have been no changes in the relevant law or facts between the date hereof and such future date. We do not undertake to advise you of any changes in the opinions expressed herein from matters that may hereafter arise or be brought to our attention or to revise or supplement such opinions should the present laws of any jurisdiction be changed by legislative action, judicial decision or otherwise.
Our opinions expressed herein are limited to the matters expressly stated herein and no opinion is implied or may be inferred beyond the matters expressly stated.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, to the use of our name as your counsel and to all references made to us in the Registration Statement and in the proxy statement/prospectus forming a part thereof. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission promulgated thereunder.
Very truly yours, | |
/s/ Nelson Mullins Riley & Scarborough LLP |
Exhibit 8.1
November 10, 2021
MCAP Acquisition Corporation
South Wacker Drive, Suite 6400
Chicago, Illinois 60606
Ladies and Gentlemen:
We have acted as tax counsel to MCAP Acquisition Corporation, a Delaware corporation (“Parent”), in connection with the preparation and execution of the Business Combination Agreement, dated as of July 27, 2021 (the “Business Combination Agreement”), by and among the Company, 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 Subs”), H.I.G. Growth — AdTheorent Intermediate, LLC, a Delaware limited liability company (the “Blocker”), H.I.G. Growth — AdTheorent, LLC, a Delaware limited liability company, and AdTheorent Holding Company, LLC, a Delaware limited liability company (the “Company”). This opinion letter will be filed as an exhibit to the registration statement on Form S-4 (File No. 333-259027) containing the prospectus/proxy statement of Parent and Company filed with the Securities and Exchange Commission on August 24, 2021, as amended and supplemented through the date hereof (the “Registration Statement”). Unless otherwise indicated, any capitalized terms used herein and not otherwise defined have the meaning ascribed to them in the Business Combination Agreement.
Pursuant to the Business Combination Agreement, (i) Merger Sub 1 will merge with and into the Blocker, with the Blocker surviving as a wholly owned subsidiary of Parent (the “First Blocker Merger”), (ii) immediately thereafter, the Blocker will merge with and into Merger Sub 2, with Merger Sub 2 surviving as a wholly owned subsidiary of Parent (the “Second Blocker Merger,” and together with the First Company Merger, the “Blocker Mergers”), (iii) immediately thereafter, Merger Sub 3 will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “First Company Merger”) and (iv) immediately thereafter, the Company will merge with and into Merger Sub 4, with Merger Sub 4 surviving as a wholly owned subsidiary of Parent (the “Second Company Merger,” and together with the First Company Merger, the “Company Mergers”). The Blocker Mergers, the Company Mergers and certain other matters contemplated by the Business Combination Agreement are described in the Registration Statement.
In connection with this opinion, we have examined and reviewed the Business Combination Agreement, the Registration Statement, the representation letters of Parent and the Company delivered to us for purposes of this opinion (the “Representation Letters”) and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for our opinion. In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed, photostatic or electronic copies, and the authenticity of the originals of such latter documents.
In addition, we have assumed for purposes of this opinion, without any independent investigation or examination thereof, (i) that the Company Mergers will be effective pursuant to the laws of the state of Delaware as consummated in accordance with the provisions of the Merger Agreement and in the manner contemplated by the Registration Statement, and that the parties have complied with and, if applicable, will continue to comply with, the covenants, conditions and other provisions contained in the Business Combination Agreement without any waiver, breach or amendment thereof; (ii) the continuing truth and accuracy at all times through the effective time of the Second Company Merger (the “Second Company Merger Effective Time”) of the statements, representations and warranties made by the Company, AdTheorent and the Merger Subs in the Business Combination Agreement and the Registration Statement; (iii) the continuing truth and accuracy at all times through the Second Company Merger Effective Time of the Representation Letters provided and to be provided by Parent and the Company; and (iv) that any such statements, representations or warranties made “to the knowledge” or based on the belief or intention of Parent, the Company and the Merger Subs or similarly qualified (including any qualification on the basis of materiality) are true and accurate, and will continue to be true and accurate at all times through the Second Company Merger Effective Time, without such qualification.
Our opinion is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated thereunder, judicial decisions, published positions of the Internal Revenue Service, and such other authorities as we have considered relevant, all as in effect on the date of this opinion and all of which are subject to change or different interpretations (possibly with retroactive effect). A change in the authorities upon which our opinion is based could affect the conclusions expressed herein. Moreover, there can be no assurance that our opinion will be accepted by the Internal Revenue Service or, if challenged, by a court.
Based upon and subject to the foregoing, and subject to the assumptions, exceptions, limitations and qualifications set forth herein and in the Registration Statement under the heading “Material U.S. Federal Income Tax Considerations of the Redemption Rights and the Company Mergers—U.S. Federal Income Tax Considerations of the Company Mergers for AdTheorent Members,” we are of the opinion that the Company Mergers should qualify as a “reorganization” for U.S. federal income tax purposes within the meaning of Section 368(a) of the Code.
Except as set forth above, we express no other opinion, including for the avoidance of doubt, any opinion regarding the tax treatment of the Blocker Mergers. This opinion is being delivered in connection with the consummation of the proposed transactions. No assurance can be given that future legislative, judicial or administrative changes, on either a prospective or retroactive basis, or future factual developments, would not adversely affect the accuracy of the conclusion stated herein. This opinion is expressed as of the date hereof, and we are under no obligation to supplement or revise our opinion to reflect any legal developments or factual matters arising subsequent to the date hereof or the impact of any information, document, certificate, record, statement, representation, covenant, or assumption relied upon herein that becomes incorrect or untrue.
This opinion is furnished to you for your use in connection with the Registration Statement. We hereby consent to the filing of this opinion letter as Exhibit 8.1 to the Registration Statement. We also consent to the reference to our name under the caption “Legal Matters” in the Registration Statement. In giving this consent, however, we do not admit thereby that we are an “expert” within the meaning of the Securities Act of 1933, as amended.
Sincerely, |
GREENBERG TRAURIG, LLP |
Exhibit 23.1
Independent Registered Public Accounting Firm’s Consent
We consent to the inclusion in this Registration Statement of MCAP Acquisition Corp. on Amendment No. 3 to Form S-4 (File No. 333-259027) 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 Company’s ability to continue as a going concern, with respect to our audit of the financial statements of MCAP Acquisition Corp. as of December 31, 2020 and for the period from November 12, 2020 (inception) through December 31, 2020, which report appears 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.
/s/ Marcum llp
Marcum llp
Melville, NY
November 10, 2021
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
AdTheorent Holding Company, LLC
New York, New York
We hereby consent to the use in the Prospectus constituting a part of this Registration Statement of our report dated August 23, 2021, relating to the consolidated financial statements and schedules of AdTheorent Holding Company, LLC, which is contained in that Prospectus.
We also consent to the reference to us under the caption “Experts” in the Prospectus.
/s/ BDO USA, LLP
New York, New York
November 10, 2021
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 99.6
Consent to be Named as a Director Nominee
In connection with the filing by MCAP Acquisition Corporation (the “Company”) of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement, proxy statement/prospectus included in such Registration Statement, and any and all amendments and supplements thereto as a future member of the board of directors of the Company, such appointment to commence immediately after the effective time of the business combination described in the proxy statement/prospectus. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.
Dated: November 10, 2021 | /s/ Ben Tatta |
Ben Tatta |
Exhibit 99.7
Consent to be Named as a Director Nominee
In connection with the filing by MCAP Acquisition Corporation (the “Company”) of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement, proxy statement/prospectus included in such Registration Statement, and any and all amendments and supplements thereto as a future member of the board of directors of the Company, such appointment to commence immediately after the effective time of the business combination described in the proxy statement/prospectus. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.
Dated: November 10, 2021 | /s/ Vineet Mehra |
Vineet Mehra |
Exhibit 99.8
Consent to be Named as a Director Nominee
In connection with the filing by MCAP Acquisition Corporation (the “Company”) of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement, proxy statement/prospectus included in such Registration Statement, and any and all amendments and supplements thereto as a future member of the board of directors of the Company, such appointment to commence immediately after the effective time of the business combination described in the proxy statement/prospectus. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.
Dated: November 10, 2021 | /s/ Kihara Kiarie |
Kihara Kiarie |