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Dec. 23, 2021

Nelson Mullins Represents MCAP Acquisition Corporation in Closing of Business Combination with AdTheorent, a Digital Advertising Technology Company

The deal team of Jon Talcott, Peter Strand, Mike Bradshaw, Gary Brown, Kaylen Loflin, and Zalak Raval, with special assistance from Wells Hall and Drew Hermiller (Tax) and Alex Reilly, represented MCAP Acquisition Corporation (Nasdaq: MACQ), a special purpose acquisition company (SPAC) in the completion of its business combination with AdTheorent Holding Company, LLC, a digital media platform which focuses on performance-first, privacy-forward methods to execute programmatic digital advertising campaigns, serving both advertising agency and brand customers. The combined company was renamed AdTheorent Holding Company, Inc., with its common stock and warrants trading on Nasdaq under the new ticker symbols “ADTH” and “ADTHW”, respectively. The business combination provided primary proceeds of approximately $100 million funded to AdTheorent’s balance sheet, including proceeds from a $121.5 million PIPE and net of MCAP’s shareholder redemptions.

MCAP Acquisition Corporation was a SPAC formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. MCAP raised $316 million in March 2021 and its securities were listed on the Nasdaq Capital Market under the ticker symbols “MACQU,” “MACQ” and “MACQW.” MCAP was sponsored by an affiliate of Monroe Capital, a boutique asset management firm specializing in investing across various strategies, including direct lending, asset-based lending, specialty finance, opportunistic and structured credit, and equity. MCAP is the third SPAC in which affiliates of Monroe Capital acted as a sponsor or participated as a member in the sponsor group. In 2018, an affiliate of Monroe Capital was a member of the sponsor group of Thunder Bridge Acquisition, Ltd. and supported its successful business combination with Repay Holdings Corporation (Nasdaq: RPAY). In 2019, an affiliate of Monroe Capital was a member of the sponsor group of Thunder Bridge Acquisition, Ltd. II and supported its successful business combination with indie Semiconductor, Inc. (Nasdaq: INDI).

AdTheorent uses advanced machine learning technology and privacy-forward solutions to deliver impactful advertising campaigns for marketers. AdTheorent's industry-leading machine learning platform powers its predictive targeting, geo-intelligence, audience extension solutions and in-house creative capability, Studio A\T. Leveraging only non-sensitive data and focused on the predictive value of machine learning models, AdTheorent's product suite and flexible transaction models allow advertisers to identify the most qualified potential consumers coupled with the optimal creative experience to deliver superior results, measured by each advertiser's real-world business goals. AdTheorent is consistently recognized with numerous technology, product, growth and workplace awards.  AdTheorent was awarded "Best AI-Based Advertising Solution" (AI Breakthrough Awards) and “Most Innovative Product” (B.I.G. Innovation Awards) for four consecutive years.  Additionally, AdTheorent is the only six-time recipient of Frost & Sullivan's "Digital Advertising Leadership Award." AdTheorent is headquartered in New York, with fourteen offices across the United States and Canada.  AdTheorent’s management team, led by CEO Jim Lawson, will continue to execute the Company’s growth strategy. AdTheorent’s pre-Business Combination majority equity holder, an affiliate of H.I.G. Capital LLC, a leading global alternative investment firm, will remain the Company’s largest stockholder.

Established in 1897, Nelson Mullins is an Am Law 100 firm that has more than 850 attorneys and government relations professionals with offices in 11 states and Washington, DC. For more information on the firm, go to www.nelsonmullins.com.