MCAP Acquisition Corporation (“the Company” or “MCAP”), a special purpose acquisition company sponsored by an affiliate of Monroe Capital LLC (“Monroe Capital”), announced that AdTheorent Holding Company, LLC (“AdTheorent”) and its majority equityholder, an affiliate of H.I.G. Capital LLC, have agreed to waive both the $140 million aggregate cash consideration closing condition and the $258.1 million available cash in trust closing condition contained in the business combination agreement (the “BCA”) in connection with the previously announced proposed business combination between MCAP and AdTheorent (the “Business Combination”). The Business Combination is expected to close promptly after the special meeting of MCAP stockholders to be held on December 21, 2021 (the “Special Meeting”).

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“The AdTheorent equityholders believe strongly in the future of AdTheorent and the strength of the proposed business combination. Our balance sheet is already strong as a result of our high free cash flow characteristics and we believe waiving these two closing conditions in advance of the stockholder vote enhances the certainty of the merger closing and ensures that we will have more than sufficient primary proceeds from the transaction to take advantage of the exciting growth opportunities in front of us,” said James Lawson, CEO of AdTheorent. “The existing AdTheorent ownership group will be the largest stockholders following the proposed business combination. This announcement highlights our enthusiasm for AdTheorent’s future and our commitment to successfully completing the combination.”

“We believe today’s announcement provides greater visibility to stockholders of MCAP in our confidence in closing this transaction pending the stockholder vote. We believe it further illustrates the AdTheorent equityholders’ belief in the long-term growth potential in the business,” said Zia Uddin, Co-President of MCAP.

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