ADTH / AdTheorent Holding Company, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

АдТеорент Холдинговая Компания, Инк.
US ˙ NasdaqCM ˙ US00739D1090
ЭТОТ СИМВОЛ БОЛЬШЕ НЕ АКТИВЕН

Основная статистика
CIK 1838672
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to AdTheorent Holding Company, Inc.
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
July 1, 2024 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40116 AdTheorent Holding Company, Inc. (Exact name of registrant as speci

June 21, 2024 S-8 POS

As filed with the Securities and Exchange Commission on June 21, 2024

As filed with the Securities and Exchange Commission on June 21, 2024 Registration No.

June 21, 2024 EX-3.1

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ADTHEORENT HOLDING COMPANY, INC. ARTICLE I

Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ADTHEORENT HOLDING COMPANY, INC. ARTICLE I Name The name of the Corporation is AdTheorent Holding Company, Inc. (the “Corporation”). ARTICLE II Registered Office and Registered Agent The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County 19801. The name o

June 21, 2024 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2024 AdTheorent Holding Company, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40116 85-3978415 (State or Other Jurisdiction of Incorporation) (Com

June 21, 2024 SC 13D/A

ADTH / AdTheorent Holding Company, Inc. / H.I.G. Growth - AdTheorent, LLC - SC 13D/A Activist Investment

SC 13D/A 1 ef20031325sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* AdTheorent Holding Company, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 00739D 109 (CUSIP Number) James Lawson Chief Executive Officer 330 Hudson Street, 13th Floor New York, New York 10013 (

June 21, 2024 POS AM

As filed with the Securities and Exchange Commission on June 21, 2024

As filed with the Securities and Exchange Commission on June 21, 2024 Registration No.

June 21, 2024 S-8 POS

As filed with the Securities and Exchange Commission on June 21, 2024

As filed with the Securities and Exchange Commission on June 21, 2024 Registration No.

June 21, 2024 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among CADENT, LLC, AWARD MERGER SUB, INC., NOVACAP CADENT ACQUISITION COMPANY, INC., NOVACAP CADENT HOLDINGS, INC., ADTHEORENT HOLDING COMPANY, INC. Dated as of April 1, 2024 TABLE OF CONTENTS

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among CADENT, LLC, AWARD MERGER SUB, INC., NOVACAP CADENT ACQUISITION COMPANY, INC., NOVACAP CADENT HOLDINGS, INC., AND ADTHEORENT HOLDING COMPANY, INC. Dated as of April 1, 2024 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 2 Section 1.01 Definitions 2 Section 1.02 Other Definitional and Interpretative Provisions 15 ARTICLE 2 THE MERGER 15 Section 2.01 Th

June 21, 2024 EX-3.2

THIRD AMENDED AND RESTATED BYLAWS ADTHEORENT HOLDING COMPANY, INC. (a Delaware corporation) ARTICLE I

Exhibit 3.2 THIRD AMENDED AND RESTATED BYLAWS OF ADTHEORENT HOLDING COMPANY, INC. (a Delaware corporation) ARTICLE I OFFICES SECTION 1. OFFICES. The Corporation shall maintain its registered office in the State of Delaware at 1209 Orange Street, Wilmington, Delaware, and its resident agent at such address is The Corporation Trust Company. The Corporation may also have offices in such other places

June 21, 2024 EX-99.1

Cadent, LLC Completes Acquisition of AdTheorent Holding Company, Inc.

Exhibit 99.1 Cadent, LLC Completes Acquisition of AdTheorent Holding Company, Inc. NEW YORK – June 21, 2024 - AdTheorent Holding Company, Inc. (“AdTheorent” or the “Company”) (Nasdaq: ADTH), a machine learning pioneer delivering measurable value for programmatic advertisers, today announced that Cadent, LLC, a leading provider of platform-based converged TV advertising solutions and a portfolio co

June 20, 2024 SC 13D/A

ADTH / AdTheorent Holding Company, Inc. / KOENIG THEODORE L - SC 13D/A Activist Investment

SC 13D/A 1 ef20031406sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* AdTheorent Holding Company, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 00739D109 (CUSIP Number) Theodore Koenig Chief Executive Officer 311 South Wacker Drive, Suite 6400 Chicago, Illinois 6

June 18, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2024 AdTheorent Holding Company, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40116 85-3978415 (State or Other Jurisdiction of Incorporation) (Com

May 20, 2024 DEFM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D

May 16, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2024 AdTheorent Holding C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2024 AdTheorent Holding Company, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40116 85-3978415 (State or Other Jurisdiction of Incorporation) (Comm

May 16, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2024 AdTheorent Holding C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2024 AdTheorent Holding Company, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40116 85-3978415 (State or Other Jurisdiction of Incorporation) (Comm

May 16, 2024 EX-99.1

AdTheorent Holding Company, Inc. Announces Withdrawal of Acquisition Proposal from Third Party and Next Steps in Cadent Transaction

Exhibit 99.1 AdTheorent Holding Company, Inc. Announces Withdrawal of Acquisition Proposal from Third Party and Next Steps in Cadent Transaction NEW YORK. May 16, 2024 (GLOBE NEWSWIRE) – AdTheorent Holding Company, Inc. (“AdTheorent” or the “Company”) (Nasdaq: ADTH), a machine learning pioneer delivering measurable value for programmatic advertisers, today announced that the third party that had s

May 7, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2024 AdTheorent Holding

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2024 AdTheorent Holding Company, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40116 85-3978415 (State or Other Jurisdiction of Incorporation) (Com

May 7, 2024 EX-99.1

AdTheorent Holding Company, Inc. Announces Expiration of “Go-Shop” Period Contained in Previously Announced Merger Agreement and Receipt of Acquisition Proposal

EX-99.1 Exhibit 99.1 AdTheorent Holding Company, Inc. Announces Expiration of “Go-Shop” Period Contained in Previously Announced Merger Agreement and Receipt of Acquisition Proposal NEW YORK. May 6, 2024 (GLOBE NEWSWIRE) – AdTheorent Holding Company, Inc. (“AdTheorent” or the “Company”) (Nasdaq: ADTH), a machine learning pioneer delivering measurable value for programmatic advertisers, today annou

May 7, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2024 AdTheorent Holding Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2024 AdTheorent Holding Company, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40116 85-3978415 (State or Other Jurisdiction of Incorporation) (Commi

May 7, 2024 8-K/A

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2024 AdTheorent Holding Company, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40116 85-3978415 (State or Other Jurisdiction of Incorporation) (Com

May 7, 2024 EX-99.1

AdTheorent Holding Company, Inc. Announces Expiration of “Go-Shop” Period Contained in Previously Announced Merger Agreement and Receipt of Acquisition Proposal

EX-99.1 Exhibit 99.1 AdTheorent Holding Company, Inc. Announces Expiration of “Go-Shop” Period Contained in Previously Announced Merger Agreement and Receipt of Acquisition Proposal NEW YORK. May 6, 2024 (GLOBE NEWSWIRE) – AdTheorent Holding Company, Inc. (“AdTheorent” or the “Company”) (Nasdaq: ADTH), a machine learning pioneer delivering measurable value for programmatic advertisers, today annou

May 7, 2024 EX-99.1

AdTheorent Holding Company, Inc. Announces Expiration of Hart-Scott-Rodino Waiting Period for Acquisition by Cadent, LLC

EX-99.1 Exhibit 99.1 AdTheorent Holding Company, Inc. Announces Expiration of Hart-Scott-Rodino Waiting Period for Acquisition by Cadent, LLC NEW YORK. May 7, 2024 (GLOBE NEWSWIRE) – AdTheorent Holding Company, Inc. (“AdTheorent” or the “Company”) (Nasdaq: ADTH), a machine learning pioneer delivering measurable value for programmatic advertisers, today announced the expiration of the waiting perio

May 7, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2024 AdTheorent Holding Company, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40116 85-3978415 (State or Other Jurisdiction of Incorporation) (Commi

May 7, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2024 AdTheorent Holding Company, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40116 85-3978415 (State or Other Jurisdiction of Incorporation) (Commi

May 7, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Stat

May 2, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2024 AdTheorent Holding Company, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40116 85-3978415 (State or Other Jurisdiction of Incorporation) (Commi

May 2, 2024 EX-99.1

AdTheorent Holding Company, Inc. Reports First Quarter 2024 Financial Results

Exhibit 99.1 AdTheorent Holding Company, Inc. Reports First Quarter 2024 Financial Results New York, NY — May 2, 2024 — AdTheorent Holding Company, Inc. (Nasdaq: ADTH) (“AdTheorent” or “the Company”), a machine learning pioneer and industry leader using privacy-forward solutions to deliver measurable value for programmatic advertisers, today announced its first quarter 2024 financial results. Firs

May 2, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40116 AdTheorent Holding Company, Inc.

April 30, 2024 EX-FILING FEES

CALCULATION OF FILING FEE TABLE Schedule 14A (Form Type) AdTheorent Holding Company, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation

Exhibit 107 CALCULATION OF FILING FEE TABLE Schedule 14A (Form Type) AdTheorent Holding Company, Inc.

April 30, 2024 PREM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  ☐ D

April 25, 2024 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-4

April 12, 2024 SC 13D/A

ADTH / AdTheorent Holding Company, Inc. / KOENIG THEODORE L - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* AdTheorent Holding Company, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 00739D109 (CUSIP Number) Theodore Koenig Chief Executive Officer 311 South Wacker Drive, Suite 6400 Chicago, Illinois 60606 (312) 258-8300 (Name, Address and Te

April 12, 2024 EX-99.7

JOINT FILING AGREEMENT

EX-99.7 2 ef20026840ex-7.htm EXHIBIT 7 Exhibit 7 JOINT FILING AGREEMENT Pursuant to Rule 13(d)-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on Schedule 13D is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of th

April 8, 2024 SC 13G/A

ADTH / AdTheorent Holding Company, Inc. / Hana Alternative Asset Management Co., Ltd. - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Adtheorent Holding Company, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 00739D109 (CUSIP Number) April 8, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t

April 1, 2024 EX-99.3

VOTING AND SUPPORT AGREEMENT

EX-99.3 Exhibit 99.3 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of April 1, 2024 by and among Cadent, LLC, a Delaware limited liability company (“Parent”), Award Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the undersigned stockholder (such stockholder, and any permitted trans

April 1, 2024 EX-99.1

AdTheorent Holding Company, Inc. Enters into Agreement to be Acquired by Cadent, LLC for Approximately $324 Million Representing $3.21 Per Share

EX-99.1 Exhibit 99.1 AdTheorent Holding Company, Inc. Enters into Agreement to be Acquired by Cadent, LLC for Approximately $324 Million Representing $3.21 Per Share NEW YORK. April 1, 2024 (GLOBE NEWSWIRE) – AdTheorent Holding Company, Inc. (“AdTheorent” or the “Company”) (Nasdaq: ADTH), a machine learning pioneer delivering measurable value for programmatic advertisers, and Cadent, LLC (“Cadent”

April 1, 2024 EX-99.2

VOTING AND SUPPORT AGREEMENT

EX-99.2 Exhibit 99.2 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of April 1, 2024 by and among Cadent, LLC, a Delaware limited liability company (“Parent”), Award Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), AdTheorent Holding Company, Inc., a Delaware corporation (the “Company”),

April 1, 2024 EX-2.1

Agreement and Plan of Merger dated April 1, 2024 by and among Parent, Merger Sub and the Company

EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among CADENT, LLC, AWARD MERGER SUB, INC., NOVACAP CADENT ACQUISITION COMPANY, INC., NOVACAP CADENT HOLDINGS, INC., AND ADTHEORENT HOLDING COMPANY, INC. Dated as of April 1, 2024 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 2 Section 1.01 Definitions 2 Section 1.02 Other Definitional and Interpretative Provisions 15 ARTICLE 2 THE MERGER 15 Section

April 1, 2024 EX-99.10

VOTING AND SUPPORT AGREEMENT

EX-99.10 Exhibit 99.10 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of April 1, 2024 by and among Cadent, LLC, a Delaware limited liability company (“Parent”), Award Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the undersigned stockholder (such stockholder, and any permitted tra

April 1, 2024 SC 13D/A

ADTH / AdTheorent Holding Company, Inc. / H.I.G. Growth - AdTheorent, LLC - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* AdTheorent Holding Company, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 00739D 109 (CUSIP Number) James Lawson Chief Executive Officer 330 Hudson Street, 13th Floor New York, New York 10013 (800) 804-1359 (Name, Address and

April 1, 2024 EX-99.1

VOTING AND SUPPORT AGREEMENT

EX-99.1 Exhibit 1 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of April 1, 2024 by and among Cadent, LLC, a Delaware limited liability company (“Parent”), Award Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), AdTheorent Holding Company, Inc., a Delaware corporation (the “Company”), and

April 1, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2024 AdTheorent Holding

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2024 AdTheorent Holding Company, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40116 85-3978415 (State or Other Jurisdiction of Incorporation) (Com

April 1, 2024 EX-99.6

VOTING AND SUPPORT AGREEMENT

EX-99.6 Exhibit 99.6 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of April 1, 2024 by and among Cadent, LLC, a Delaware limited liability company (“Parent”), Award Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the undersigned stockholder (such stockholder, and any permitted trans

April 1, 2024 EX-99.4

VOTING AND SUPPORT AGREEMENT

EX-99.4 Exhibit 99.4 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of April 1, 2024 by and among Cadent, LLC, a Delaware limited liability company (“Parent”), Award Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the undersigned stockholder (such stockholder, and any permitted trans

April 1, 2024 EX-99.7

VOTING AND SUPPORT AGREEMENT

EX-99.7 Exhibit 99.7 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of April 1, 2024 by and among Cadent, LLC, a Delaware limited liability company (“Parent”), Award Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the undersigned stockholder (such stockholder, and any permitted trans

April 1, 2024 EX-99.5

VOTING AND SUPPORT AGREEMENT

EX-99.5 Exhibit 99.5 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of April 1, 2024 by and among Cadent, LLC, a Delaware limited liability company (“Parent”), Award Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the undersigned stockholder (such stockholder, and any permitted trans

April 1, 2024 EX-99.8

VOTING AND SUPPORT AGREEMENT

EX-99.8 Exhibit 99.8 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of April 1, 2024 by and among Cadent, LLC, a Delaware limited liability company (“Parent”), Award Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the undersigned stockholder (such stockholder, and any permitted trans

April 1, 2024 EX-99.9

VOTING AND SUPPORT AGREEMENT

EX-99.9 Exhibit 99.9 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of April 1, 2024 by and among Cadent, LLC, a Delaware limited liability company (“Parent”), Award Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the undersigned stockholder (such stockholder, and any permitted trans

March 12, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40116 AdTheorent Hold

March 12, 2024 EX-21.1

List of Subsidiaries

Exhibit 21.1 List of Subsidiaries of AdTheorent Holding Company, Inc.: Name Jurisdiction of Incorporation/Formation AdTheorent Holding Company, LLC Delaware GRNT Merger Sub 2 LLC Delaware AdTheorent Intermediate Holding Corporation Delaware AdTheorent Intermediate Holding Corporation Delaware AdTheorent Acquisition Corporation Delaware AdTheorent, Inc. Delaware AdTheorent Canada, Inc. Nova Scotia

March 12, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2024 AdTheorent Holding Company, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40116 85-3978415 (State or Other Jurisdiction of Incorporation) (Co

March 12, 2024 EX-97

AdTheorent Holding Company, Inc. Compensation Clawback Policy

Exhibit 97 ADTHEORENT HOLDING COMPANY, INC. COMPENSATION CLAWBACK POLICY 1. PURPOSE AdTheorent Holding Company, Inc. (the “Company”) has adopted this Policy (the “Policy”) in accordance with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as codified by section 10D of the Securities Exchange Act of 1934, which requires the recovery of certain forms of executiv

March 12, 2024 EX-99.1

AdTheorent Holding Company, Inc. Reports Fourth Quarter and Full-Year 2023 Financial Results Fourth quarter revenue increased 15.2% Exceeded fourth quarter and full-year guidance

Exhibit 99.1 AdTheorent Holding Company, Inc. Reports Fourth Quarter and Full-Year 2023 Financial Results Fourth quarter revenue increased 15.2% Exceeded fourth quarter and full-year guidance New York, NY — March 12, 2024 — AdTheorent Holding Company, Inc. (Nasdaq: ADTH) (“AdTheorent” or “the Company”), a machine learning pioneer and industry leader using privacy-forward solutions to deliver measu

February 14, 2024 SC 13G/A

ADTH / AdTheorent Holding Company, Inc. / Corbin Capital Partners, L.P. Passive Investment

SC 13G/A 1 ff300059613g-adtheo.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* AdTheorent Holding Company, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 00739D109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statemen

January 31, 2024 SC 13G/A

ADTH / AdTheorent Holding Company, Inc. / Hana Alternative Asset Management Co., Ltd. - SCHEDULE 13G/A Passive Investment

Schedule 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Adtheorent Holding Company, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 00739D109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropr

December 18, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 18, 2023 AdTheorent Holding Company, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40116 85-3978415 (State or Other Jurisdiction of Incorporation)

December 18, 2023 EX-3.1

Second Amended & Restated Bylaws

Exhibit 3.1 SECOND AMENDED AND RESTATED BYLAWS OF ADTHEORENT HOLDING COMPANY, INC. (A DELAWARE CORPORATION) TABLE OF CONTENTS Page ARTICLE I OFFICES 1 Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II CORPORATE SEAL 1 Section 3. Corporate Seal 1 ARTICLE III STOCKHOLDERS’ MEETINGS 1 Section 4. Place of Meetings 1 Section 5. Annual Meeting 1 Section 6. Special Meetings 5 Section 7

November 24, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2023 AdTheorent Hold

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2023 AdTheorent Holding Company, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40116 85-3978415 (State or Other Jurisdiction of Incorporation)

November 7, 2023 EX-99.1

AdTheorent Holding Company, Inc. Reports Third Quarter 2023 Financial Results Revenue Grows 8.8% Year-over-Year; Adjusted EBITDA Above High End of Outlook

Exhibit 99.1 AdTheorent Holding Company, Inc. Reports Third Quarter 2023 Financial Results Revenue Grows 8.8% Year-over-Year; Adjusted EBITDA Above High End of Outlook New York, NY — November 7, 2023 — AdTheorent Holding Company, Inc. (Nasdaq: ADTH) (“AdTheorent” or “the Company”), a machine learning pioneer and industry leader using privacy-forward solutions to deliver measurable value for progra

November 7, 2023 EX-99.2

INVESTMENT HIGHLIGHTS & MISSION Pages 3-4 ADTHEORENT’S ML ADVANTAGE Pages 8-10 ADTHEORENT TECHNOLOGY PLATFORM Pages 15-16 GO-TO-MARKET Pages 17-20 KEY GROWTH DRIVERS Pages 21-28 HISTORY OF PROFITABLE GROWTH Pages 29-34 Table of Contents MARKET OPPORT

INVESTOR PRESENTATION Q3 2023 Disclaimer This communication contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.

November 7, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40116 AdTheorent Holding Company, Inc.

November 7, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2023 AdTheorent Holding Company, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40116 85-3978415 (State or Other Jurisdiction of Incorporation) (

August 3, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40116 AdTheorent Holding Company, Inc.

August 3, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2023 AdTheorent Holding Company, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40116 85-3978415 (State or Other Jurisdiction of Incorporation) (Co

August 3, 2023 EX-99.1

AdTheorent Holding Company, Inc. Reports Second Quarter 2023 Results and Reaffirms Full-Year 2023 Outlook

Exhibit 99.1 AdTheorent Holding Company, Inc. Reports Second Quarter 2023 Results and Reaffirms Full-Year 2023 Outlook New York, NY — August 3, 2023 — AdTheorent Holding Company, Inc. (Nasdaq: ADTH) (“AdTheorent” or “the Company”), a machine learning pioneer and industry leader using privacy-forward solutions to deliver measurable value for programmatic advertisers, today announced its second quar

August 3, 2023 EX-3.1

Amended and Restated Certificate of Incorporation

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ADTHEORENT HOLDING COMPANY, INC. ARTICLE I NAME The name of the corporation is AdTheorent Holding Company, Inc. (the “Corporation”). ARTICLE II REGISTERED OFFICE AND AGENT The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. T

May 30, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2023 AdTheorent Holding Company, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40116 85-3978415 (State or Other Jurisdiction of Incorporation) (Comm

May 30, 2023 EX-3.1

Certificate of Amendment to the Second Amendment and Restated Certificate of Incorporation, effective May 25, 2023

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ADTHEORENT HOLDING COMPANY, INC. AdTheorent Holding Company, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY: FIRST: The name of the Corporation is AdTheorent Holding Company, Inc. SECOND: The

May 9, 2023 EX-99

AdTheorent Holding Company, Inc. Reports First Quarter 2023 Results and Reaffirms Full-Year 2023 Outlook

Exhibit 99.1 AdTheorent Holding Company, Inc. Reports First Quarter 2023 Results and Reaffirms Full-Year 2023 Outlook New York, NY — May 9, 2023 — AdTheorent Holding Company, Inc. (Nasdaq: ADTH) (“AdTheorent” or “the Company”), a programmatic digital advertising leader using advanced machine learning technology and privacy-forward solutions to deliver real-world value for advertisers and marketers

May 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40116 AdTheorent Holding Company, Inc.

May 9, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 AdTheorent Holding Company, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40116 85-3978415 (State or Other Jurisdiction of Incorporation) (Commi

April 12, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

April 12, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

March 31, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

March 17, 2023 424B4

AdTheorent Holding Company, Inc. Up to 76,713,193 Shares of Common Stock Up to 15,973,904 Shares of Common Stock Issuable Upon the Exercise of Warrants Up to 5,432,237 Warrants

424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-262201 PROSPECTUS AdTheorent Holding Company, Inc. Up to 76,713,193 Shares of Common Stock Up to 15,973,904 Shares of Common Stock Issuable Upon the Exercise of Warrants Up to 5,432,237 Warrants This prospectus relates to the issuance by us of up to an aggregate of 15,973,904 shares of our common stock, $0.0001 par value

March 16, 2023 EX-FILING FEES

Filing fee table

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) AdTheorent Holding Company, Inc.

March 16, 2023 POS AM

As filed with U.S. Securities and Exchange Commission on March 15, 2023.

POS AM Table of Contents As filed with U.S. Securities and Exchange Commission on March 15, 2023. Registration No. 333-262201 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-1 ON FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AdTheorent Holding Company, Inc. (Exact name of registrant as specified in its charter) Del

March 15, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 FEE TABLES FOR FORM S-8 Calculation of Filing Fee Tables Form S-8 (Form Type) AdTheorent Holding Company, Inc.

March 15, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2023 AdTheorent Holding Company, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40116 85-3978415 (State or Other Jurisdiction of Incorporation) (Co

March 15, 2023 S-8

As filed with the Securities and Exchange Commission on March 15, 2023

S-8 As filed with the Securities and Exchange Commission on March 15, 2023 Registration No.

March 13, 2023 SC 13D/A

ADTH / AdTheorent Holding Company Inc / KOENIG THEODORE L - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* AdTheorent Holding Company, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 00739D 109 (CUSIP Number) Theodore Koenig Chief Executive Officer 311 South Wacker Drive, Suite 6400 Chicago, Illinois 60606 (312) 258-8300 (Name, Address and T

March 13, 2023 EX-99.1

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT Pursuant to Rule 13(d)-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on Schedule 13D is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements.

March 3, 2023 POS AM

As filed with U.S. Securities and Exchange Commission on March 2, 2023.

POS AM Table of Contents As filed with U.S. Securities and Exchange Commission on March 2, 2023. Registration No. 333-262201 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-1 ON FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AdTheorent Holding Company, Inc. (Exact name of registrant as specified in its charter) Dela

March 3, 2023 EX-FILING FEES

Filing fee table

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) PureCycle Technologies, Inc.

March 2, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2023 AdTheorent Holding Company, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40116 85-3978415 (State or Other Jurisdiction of Incorporation) (Com

March 2, 2023 EX-21

List of Subsidiaries

Exhibit 21.1 List of Subsidiaries of AdTheorent Holding Company, Inc.: Name Jurisdiction of Incorporation/Formation AdTheorent Holding Company, LLC Delaware GRNT Merger Sub 2 LLC Delaware AdTheorent Intermediate Holding Corporation Delaware AdTheorent Intermediate Holding Corporation Delaware AdTheorent Acquisition Corporation Delaware AdTheorent, Inc. Delaware AdTheorent Canada, Inc. Nova Scotia

March 2, 2023 10-K

Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40116 AdTheorent Hold

March 2, 2023 EX-99

AdTheorent Holding Company, Inc. Reports Fourth Quarter and Full-Year 2022 Results and Provides First Quarter and Full-Year 2023 Guidance Reports double-digit growth in Connected Television (CTV) revenue and Active Customers; Disruptive product launc

Exhibit 99.1 AdTheorent Holding Company, Inc. Reports Fourth Quarter and Full-Year 2022 Results and Provides First Quarter and Full-Year 2023 Guidance Reports double-digit growth in Connected Television (CTV) revenue and Active Customers; Disruptive product launches position AdTheorent for future growth New York, NY — March 2, 2023 — AdTheorent Holding Company, Inc. (Nasdaq: ADTH) (“AdTheorent” or

March 2, 2023 EX-21

Consent of BDO USA LLP

Exhibit 21.3 Consent of Independent Registered Public Accounting Firm AdTheorent Holding Company, Inc. New York, New York We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No.333-263078) of AdTheorent Holding Company, Inc. of our report dated March 2, 2023, relating to the consolidated financial statements which appears in this Annual Report on Form 10-

March 1, 2023 EX-99.1

IN THE COURT OF CHANCERY FOR THE STATE OF DELAWARE ) IN RE ADTHEORENT HOLDING ) COMPANY, INC. ) C. A. No. 2023-_______ ) VERIFIED PETITION FOR RELIEF UNDER 8 DEL. C. § 205

EX-99.1 Exhibit 99.1 IN THE COURT OF CHANCERY FOR THE STATE OF DELAWARE ) IN RE ADTHEORENT HOLDING ) COMPANY, INC. ) C. A. No. 2023- ) VERIFIED PETITION FOR RELIEF UNDER 8 DEL. C. § 205 Petitioner AdTheorent Holding Company, Inc. (“AdTheorent” or the “Company”) brings this petition (the “Petition”) for relief under Section 205 of the Delaware General Corporation Law (the “DGCL”): NATURE OF THE ACT

March 1, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2023 AdTheorent Hold

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2023 AdTheorent Holding Company, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40116 85-3978415 (State or Other Jurisdiction of Incorporation)

February 22, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2023 AdTheorent Holding Company, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40116 85-3978415 (State or Other Jurisdiction of Incorporation)

February 14, 2023 EX-99.1

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

EX-99.1 2 ff175407813ga1-ex991.htm Exhibit 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing Amendment No. 1 to Schedule 13G in respect of the Common Stock of AdTheorent Holding Company, Inc. is filed on behalf of each of the undersigned and that all subsequent amendments to this Amendment No. 1 to Schedule 13G may be filed on behalf of

February 14, 2023 SC 13G/A

ADTH / AdTheorent Holding Company Inc / Corbin Capital Partners, L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1* AdTheorent Holding Company, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 00739D109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi

January 26, 2023 EX-10.1

Employment Agreement with Patrick Elliott (incorporated by reference to Exhibit 10.1 of our Form 8-K filed on January 21, 2023).

EX-10.1 Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of January 30, 2023 (the “Effective Date”), between AdTheorent Holding Company, Inc., a Delaware corporation (the “Company”), and Patrick Elliott (“Executive”). In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are

January 26, 2023 EX-99.1

AdTheorent Announces Patrick Elliott to be Appointed Chief Financial Officer

EX-99.1 Exhibit 99.1 AdTheorent Announces Patrick Elliott to be Appointed Chief Financial Officer NEW YORK, January 26, 2023 – AdTheorent Holding Company, Inc. (Nasdaq: ADTH) (“AdTheorent” or the “Company”), a leading programmatic digital advertising company using advanced machine learning technology and privacy-forward solutions to deliver measurable value for advertisers and marketers, today ann

January 26, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2023 AdTheorent Holdi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2023 AdTheorent Holding Company, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40116 85-3978415 (State or Other Jurisdiction of Incorporation) (

November 10, 2022 424B3

AdTheorent Holding Company, Inc. Up to 76,713,193 Shares of Common Stock Up to 15,973,904 Shares of Common Stock Issuable Upon the Exercise of Warrants Up to 5,432,237 Warrants

PROSPECTUS SUPPLEMENT NO. 5 (to prospectus dated April 20, 2022) Filed Pursuant to Rule 424(b)(3) Registration No. 333-262201 AdTheorent Holding Company, Inc. Up to 76,713,193 Shares of Common Stock Up to 15,973,904 Shares of Common Stock Issuable Upon the Exercise of Warrants Up to 5,432,237 Warrants This prospectus supplement is being filed to update and supplement the information contained in t

November 10, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022 AdTheorent Holding Company, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40116 85-3978415 (State or Other Jurisdiction of Incorporation)

November 10, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40116 AdTheorent Holding Company, Inc.

November 10, 2022 424B3

AdTheorent Holding Company, Inc. Up to 76,713,193 Shares of Common Stock Up to 15,973,904 Shares of Common Stock Issuable Upon the Exercise of Warrants Up to 5,432,237 Warrants

PROSPECTUS SUPPLEMENT NO. 4 (to prospectus dated April 20, 2022) Filed Pursuant to Rule 424(b)(3) Registration No. 333-262201 AdTheorent Holding Company, Inc. Up to 76,713,193 Shares of Common Stock Up to 15,973,904 Shares of Common Stock Issuable Upon the Exercise of Warrants Up to 5,432,237 Warrants This prospectus supplement is being filed to update and supplement the information contained in t

November 10, 2022 EX-99.1

AdTheorent Holding Company, Inc. Reports Third Quarter 2022 Results

Exhibit 99.1 AdTheorent Holding Company, Inc. Reports Third Quarter 2022 Results New York, NY ? November 10, 2022 ? AdTheorent Holding Company, Inc. (Nasdaq: ADTH) (?AdTheorent? or ?the Company?), a programmatic digital advertising leader using advanced machine learning technology and privacy-forward solutions to deliver real-world value for advertisers and marketers, today announced its third qua

August 9, 2022 EX-99.1

AdTheorent Holding Company, Inc. Reports Second Quarter 2022 Results Revenue Increased 6.5% Lead By Strong Growth in CTV and Healthcare & Retail Verticals; Company Continues to Expand Predictive Capabilities of Privacy-Forward Media Buying Platform

Exhibit 99.1 AdTheorent Holding Company, Inc. Reports Second Quarter 2022 Results Revenue Increased 6.5% Lead By Strong Growth in CTV and Healthcare & Retail Verticals; Company Continues to Expand Predictive Capabilities of Privacy-Forward Media Buying Platform New York, NY ? August 9, 2022 ? AdTheorent Holding Company, Inc. (Nasdaq: ADTH) (?AdTheorent? or ?the Company?), a programmatic digital ad

August 9, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2022 AdTheorent Holding Company, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40116 85-3978415 (State or Other Jurisdiction of Incorporation) (Co

August 9, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40116 AdTheorent Holding Company, Inc.

August 9, 2022 424B3

AdTheorent Holding Company, Inc. Up to 76,713,193 Shares of Common Stock Up to 15,973,904 Shares of Common Stock Issuable Upon the Exercise of Warrants Up to 5,432,237 Warrants

PROSPECTUS SUPPLEMENT NO. 3 (to prospectus dated April 20, 2022) Filed Pursuant to Rule 424(b)(3) Registration No. 333-262201 AdTheorent Holding Company, Inc. Up to 76,713,193 Shares of Common Stock Up to 15,973,904 Shares of Common Stock Issuable Upon the Exercise of Warrants Up to 5,432,237 Warrants This prospectus supplement is being filed to update and supplement the information contained in t

August 9, 2022 424B3

AdTheorent Holding Company, Inc. Up to 76,713,193 Shares of Common Stock Up to 15,973,904 Shares of Common Stock Issuable Upon the Exercise of Warrants Up to 5,432,237 Warrants

PROSPECTUS SUPPLEMENT NO. 2 (to prospectus dated April 20, 2022) Filed Pursuant to Rule 424(b)(3) Registration No. 333-262201 AdTheorent Holding Company, Inc. Up to 76,713,193 Shares of Common Stock Up to 15,973,904 Shares of Common Stock Issuable Upon the Exercise of Warrants Up to 5,432,237 Warrants This prospectus supplement is being filed to update and supplement the information contained in t

May 25, 2022 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2022 AdTheorent Holding Company, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40116 85-3978415 (State or Other Jurisdiction of Incorporation) (Comm

May 11, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2022 AdTheorent Holding Company, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40116 85-3978415 (State or Other Jurisdiction of Incorporation) (Comm

May 11, 2022 424B3

AdTheorent Holding Company, Inc. Up to 76,713,193 Shares of Common Stock Up to 15,973,904 Shares of Common Stock Issuable Upon the Exercise of Warrants Up to 5,432,237 Warrants

PROSPECTUS SUPPLEMENT NO. 1 (to prospectus dated April 20, 2022) Filed Pursuant to Rule 424(b)(3) Registration No. 333-262201 AdTheorent Holding Company, Inc. Up to 76,713,193 Shares of Common Stock Up to 15,973,904 Shares of Common Stock Issuable Upon the Exercise of Warrants Up to 5,432,237 Warrants This prospectus supplement is being filed to update and supplement the information contained in t

May 11, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40116 AdTheorent Holding Company, Inc.

May 11, 2022 EX-99.1

AdTheorent Holding Company, Inc. Reports First Quarter Results and Reaffirms Full-Year 2022 Guidance Revenue Increased 10.6% Year over Year; Adjusted Gross Profit Increased 10.5% Year over Year Exceptional Growth in New Initiatives and Strong Innovat

Exhibit 99.1 AdTheorent Holding Company, Inc. Reports First Quarter Results and Reaffirms Full-Year 2022 Guidance Revenue Increased 10.6% Year over Year; Adjusted Gross Profit Increased 10.5% Year over Year Exceptional Growth in New Initiatives and Strong Innovation Cadence Continues Commitment to Profitable Growth Drives Better-than-Guided Profitability New York, NY ? May 11, 2022 ? AdTheorent Ho

April 20, 2022 424B4

AdTheorent Holding Company, Inc. Up to 76,713,193 Shares of Common Stock Up to 15,973,904 Shares of Common Stock Issuable Upon the Exercise of Warrants Up to 5,432,237 Warrants

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-262201 PROSPECTUS AdTheorent Holding Company, Inc. Up to 76,713,193 Shares of Common Stock Up to 15,973,904 Shares of Common Stock Issuable Upon the Exercise of Warrants Up to 5,432,237 Warrants This prospectus relates to the issuance by us of up to an aggregate of 15,973,904 shares of our common stock, $0.0001 par value per s

April 12, 2022 POS AM

As filed with U.S. Securities and Exchange Commission on April 11, 2022. Registration No. 333-262201 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTVE AMENDMENTNO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SEC

Table of Contents As filed with U.S. Securities and Exchange Commission on April 11, 2022. Registration No. 333-262201 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTVE AMENDMENTNO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AdTheorent Holding Company, Inc. (Exact name of registrant as specified in its charter) Delaware 7370 85-3978415

April 12, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14

April 12, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive

April 12, 2022 SC 13G

ADTH / AdTheorent Holding Company Inc / Hana Alternative Asset Management Co., Ltd. - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Adtheorent Holding Company, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 00739D109 (CUSIP Number) December 22, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi

April 6, 2022 SC 13G

ADTH / AdTheorent Holding Company Inc / Iacovone Anthony - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* AdTheorent Holding Company, Inc. (Name of Issuer) Common Stock, $0.0001 per share (Title of Class of Securities) 00739D109 (CUSIP Number) December 22, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

March 17, 2022 EX-21.3

Consent of BDO USA LLP

EX-21.3 7 adth-ex213.htm EX-21.3 Exhibit 21.3 Consent of Independent Registered Public Accounting Firm AdTheorent Holding Company, Inc. and Subsidiaries New York, New York We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No.333-263078) of AdTheorent Holding Company, Inc. and Subsidiaries of our report dated March 17, 2022, relating to the consolidated

March 17, 2022 EX-10.4

MCAP Acquisition Corporation 2021 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.4 of our Form 10-K filed on March 17, 2022)

Exhibit 10.4 MCAP Acquisition Corporation 2021 Long-Term Incentive Plan ???????????????? Plan Document ???????????????? Adopted by the Board of Directors: December 21, 2021 1. General. (a) Purpose. MCAP Acquisition Corporation hereby establishes this MCAP Acquisition Corporation 2021 Long-Term Incentive Plan (the ?Plan?). This Plan is intended (i) to attract and retain the best available personnel

March 17, 2022 EX-10.10

AdTheorent Holding Company, Inc. Form of Performance RSU Award Grant Notice (2021 Long-Term Incentive Plan)

Exhibit 10.10 AdTheorent Holding Company, INC. Performance RSU Award Grant Notice (2021 Long-Term Incentive Plan) AdTheorent Holding Company, Inc. (the ?Company?) has awarded to you (the ?Participant?) the number of performance-based restricted stock units (?PSUs?) specified and on the terms set forth below in consideration of your services (the ?PSU Award?). Your PSU Award is subject to all of th

March 17, 2022 EX-10.5

(incorporated by reference to Exhibit 10.5 of our Form 10-K filed on March 17, 2022)

Exhibit 10.5 MCAP ACQUISITION CORPORATION 2021 EMPLOYEE STOCK PURCHASE PLAN ADOPTED BY THE BOARD OF DIRECTORS: DECEMBER 21, 2021 1. GENERAL; PURPOSE. (a) The Plan provides a means by which Eligible Employees of the Company and certain Designated Companies may be given an opportunity to purchase shares of Common Stock. The Plan permits the Company to grant a series of Purchase Rights to Eligible Em

March 17, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40116 AdTheorent Hold

March 17, 2022 EX-4.4

Description of Securities (incorporated by reference to Exhibit 4.4 of our Form 10-K filed on March 17, 2022)

Exhibit 4.4 DESCRIPTION OF SECURITIES The following summary of the material terms of our securities is not intended to be a complete summary of the rights and preferences of such securities, and is qualified by reference to our Certificate of Incorporation, our Bylaws and the Warrant-related documents described herein, which are exhibits to the registration statement of which this prospectus is a

March 17, 2022 EX-21.1

AdTheorent Holding Company, Inc. From of Performance RSU Award Grant Notice (2021 Long-Term Incentive Plan) (incorporated by reference to Exhibit 21.1 of our Annual Report on Form 10-K filed on March 17, 2022)

Exhibit 21.1 List of Subsidiaries of AdTheorent Holding Company, Inc.: Name Jurisdiction of Incorporation/Formation AdTheorent Holding Company, LLC Delaware GRNT Merger Sub 2 LLC Delaware AdTheorent Intermediate Holding Corporation Delaware AdTheorent Intermediate Holding Corporation Delaware AdTheorent Acquisition Corporation Delaware AdTheorent, Inc. Delaware AdTheorent Canada, Inc. Nova Scotia

March 3, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 03, 2022 AdTheorent Holding Company, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40116 85-3978415 (State or Other Jurisdiction of Incorporation) (Co

March 3, 2022 EX-99.1

AdTheorent Holding Company, Inc. Reports Fourth Quarter and Full-Year 2021 Results and Provides First Quarter 2022 Guidance Revenue Increased 36.6% Year over Year; Adjusted Gross Profit Increased 38.4% Year over Year

Exhibit 99.1 AdTheorent Holding Company, Inc. Reports Fourth Quarter and Full-Year 2021 Results and Provides First Quarter 2022 Guidance Revenue Increased 36.6% Year over Year; Adjusted Gross Profit Increased 38.4% Year over Year New York, NY ? March 3, 2022 ? AdTheorent Holding Company, Inc. (Nasdaq: ADTH) (?AdTheorent? or ?the Company?), a programmatic digital advertising leader using advanced m

February 28, 2022 EX-FILING FEES

Filing Fee Table

EX-FILING FEES 5 d163793dexfilingfees.htm EX-FILING FEES Exhibit 107 FEE TABLES FOR FORM S-8 Calculation of Filing Fee Tables Form S-8 (Form Type) AdTheorent Holding Company, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Title of Each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price Per Share Proposed

February 28, 2022 S-8

As filed with the Securities and Exchange Commission on February 28, 2022

As filed with the Securities and Exchange Commission on February 28, 2022 Registration No.

February 18, 2022 SC 13G

ADTH / AdTheorent Holding Company Inc / Corbin Capital Partners, L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Amendment No. )* UNDER THE SECURITIES EXCHANGE ACT OF 1934 AdTheorent Holding Company, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 00739D109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi

February 1, 2022 424B3

AdTheorent Holding Company, Inc. Up to 76,713,193 Shares of Common Stock Up to 15,973,904 Shares of Common Stock Issuable Upon the Exercise of Warrants Up to 5,432,237 Warrants

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-262201 PROSPECTUS AdTheorent Holding Company, Inc. Up to 76,713,193 Shares of Common Stock Up to 15,973,904 Shares of Common Stock Issuable Upon the Exercise of Warrants Up to 5,432,237 Warrants This prospectus relates to the issuance by us of up to an aggregate of 15,973,904 shares of our common stock, $0.0001 par value per s

January 27, 2022 CORRESP

January 27, 2022

January 27, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mitchell Austin Re: AdTheorent Holding Company, Inc. Registration Statement on Form S-1 File No. 333-262201 (the ?Registration Statement?) Mr. Austin: In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, AdTheorent

January 27, 2022 SC 13G/A

ADTH / AdTheorent Holding Company Inc / HIGHBRIDGE CAPITAL MANAGEMENT LLC - ADTHEORENT HOLDING COMPANY, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* AdTheorent Holding Company, Inc. (formerly known as MCAP Acquisition Corporation) (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 00739D109 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statem

January 25, 2022 SC 13D

ADTH / AdTheorent Holding Company Inc / KOENIG THEODORE L - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* AdTheorent Holding Company, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 00739D 109 (CUSIP Number) Theodore Koenig Chief Executive Officer 311 South Wacker Drive, Suite 6400 Chicago, Illinois 60606 (312) 258-8300 (Name, Address and Te

January 18, 2022 S-1

Form S-1

Table of Contents As filed with the Securities and Exchange Commission on January 14, 2022 Registration No.

January 18, 2022 EX-4.1

Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 of our Form S-1 filed on January 14, 2022)

Exhibit 4.1 NUMBER SHARES C- CUSIP [?] SEE REVERSE FOR CERTAIN DEFINITIONS ADTHEORENT HOLDING COMPANY, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE COMMON STOCK OF ADTHEORENT HOLDING COMPANY, INC. (THE ?COMPANY?) transferable on the books of the Company in pers

January 3, 2022 SC 13D

ADTH / AdTheorent Holding Company Inc / H.I.G. Growth - AdTheorent, LLC - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* AdTheorent Holding Company, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 00739D 109 (CUSIP Number) James Lawson Chief Executive Officer 330 Hudson Street, 13th Floor New York, New York 10013 (800) 804-1359 (Name, Address and Telephone

December 29, 2021 EX-99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

EX-99.2 15 d255514dex992.htm EX-99.2 Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below have the same meaning as terms defined and included elsewhere in this Current Report on Form 8-K The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the fina

December 29, 2021 EX-10.6

Form of Stock Option Grant Notice under the MCAP Acquisition Corporation 2021 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.6 of our Form 8-K filed on December 29, 2021)

Exhibit 10.6 MCAP ACQUISITION CORPORATION STOCK OPTION GRANT NOTICE (2021 Long-Term Incentive Plan) MCAP Acquisition Corporation (the ?Company?), pursuant to its 2021 Long-Term Incentive Plan (the ?Plan?), has granted to you (?Optionholder?) an option to purchase the number of shares of the Common Stock set forth below (the ?Option?). Your Option is subject to all of the terms and conditions as se

December 29, 2021 EX-10.7

Form of RSU Award Grant Notice under the MCAP Acquisition Corporation 2021 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.7 of our Form 8-K filed on December 29, 2021)

Exhibit 10.7 MCAP ACQUISITION CORPORATION RSU AWARD GRANT NOTICE (2021 LONG-TERM INCENTIVE PLAN) MCAP Acquisition Corporation (the ?Company?) has awarded to you (the ?Participant?) the number of restricted stock units specified and on the terms set forth below in consideration of your services (the ?RSU Award?). Your RSU Award is subject to all of the terms and conditions as set forth herein and i

December 29, 2021 EX-10.2

Amended and Restated Registration Rights Agreement, dated as of December 22, 2021, by and among AdTheorent Holding Company, Inc., MCAP Acquisition, LLC, H.I.G. Growth – AdTheorent, LLC, and the other parties thereto (incorporated by reference to Exhibit 10.2 of our Form 8-K filed on December 29, 2021)

Exhibit 10.2 EXECUTION VERSION AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of December 22, 2021, is made and entered into by and among AdTheorent Holding Company, Inc. (formerly known as MCAP Acquisition Corporation), a Delaware corporation (the ?Company?), MCAP Acquisition, LLC, a Delaware limited liabilit

December 29, 2021 EX-10.5

AdTheorent Holding Company, Inc. 2021 Employee Stock Purchase Plan

Exhibit 10.5 MCAP ACQUISITION CORPORATION 2021 EMPLOYEE STOCK PURCHASE PLAN ADOPTED BY THE BOARD OF DIRECTORS: DECEMBER 21, 2021 1. GENERAL; PURPOSE. (a) The Plan provides a means by which Eligible Employees of the Company and certain Designated Companies may be given an opportunity to purchase shares of Common Stock. The Plan permits the Company to grant a series of Purchase Rights to Eligible Em

December 29, 2021 EX-10.3

Credit Agreement, dated December 22, 2021, among AdTheorent, Inc., a Delaware corporation, AdTheorent Acquisition Corporation, a Delaware corporation, AdTheorent Intermediate Holding Corporation, a Delaware corporation, after giving effect to the SPAC Combination, AdTheorent Holding Company, LLC, a Delaware limited liability company, GRNT Merger Sub 2 LLC, a Delaware limited liability company, and AdTheorent Holding Company, Inc., a Delaware corporation, and Silicon Valley Bank, as Administrative Agent and Collateral Agent, Issuing Lender and Swingline Lender, and the Lenders party thereto (incorporated by reference to Exhibit 10.3 of our Form 8-K filed on December 29, 2021)

Exhibit 10.3 Execution Version SENIOR SECURED CREDIT FACILITIES CREDIT AGREEMENT dated as of December 22, 2021, among ADTHEORENT, INC., as the Borrower, ADTHEORENT ACQUISITION CORPORATION, ADTHEORENT INTERMEDIATE HOLDING CORPORATION, each as a Guarantor, and after giving effect to the SPAC Combination, ADTHEORENT HOLDING COMPANY, LLC, GRNT MERGER SUB 2 LLC, ADTHEORENT HOLDING COMPANY, INC., each a

December 29, 2021 EX-16.1

Letter from Marcum LLP to the Securities and Exchange Commission, dated December 29, 2021

Exhibit 16.1 December 29, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by AdTheorent Holding Company, Inc. (formerly MCAP Acquisition Corporation) under Item 4.01 of its Form 8-K dated December 29, 2021. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree

December 29, 2021 EX-3.1

Second Amended and Restated Certificate of Incorporation of AdTheorent Holding Company, Inc. (incorporated by reference to Exhibit 3.1 of our Form 8-K filed on December 29, 2021)

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MCAP ACQUISITION CORPORATION MCAP Acquisition Corporation (the ?Corporation?), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (?DGCL?), hereby certifies as follows: The name of the Corporation is MCAP Acquisition Corporation. The original Certificate of Incorpor

December 29, 2021 EX-21.1

List of Subsidiaries

Exhibit 21.1 AdTheorent Holding Company, Inc. Subsidiaries Subsidiaries Jurisdiction of Organization AdTheorent Holding Company, LLC Delaware GRNT Merger Sub 2 LLC Delaware AdTheorent Intermediate Holding Corporation Delaware AdTheorent Acquisition Corporation Delaware AdTheorent, Inc. Delaware AdTheorent Canada, Inc. Nova Scotia SymetryML Holdings, LLC Delaware SymetryML, Inc. Delaware SymetryML

December 29, 2021 EX-10.8

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.8 of our Form 8-K filed on December 29, 2021)

EX-10.8 11 d255514dex108.htm EX-10.8 Exhibit 10.8 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 2021 between AdTheorent Holding Company, Inc., a Delaware corporation (the “Company”), and [•] (“Indemnitee”). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations as directors or in other capaci

December 29, 2021 EX-3.2

Amended and Restated Bylaws of AdTheorent Holding Company, Inc.

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF ADTHEORENT HOLDING COMPANY, INC. (A DELAWARE CORPORATION) TABLE OF CONTENTS Page ARTICLE I OFFICES 1 Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II CORPORATE SEAL 1 Section 3. Corporate Seal 1 ARTICLE III STOCKHOLDERS? MEETINGS 1 Section 4. Place of Meetings 1 Section 5. Annual Meeting 1 Section 6. Special Meetings 7 Section 7. Notic

December 29, 2021 EX-10.4

AdTheorent Holding Company, Inc. Long-Term Incentive Plan

Exhibit 10.4 MCAP Acquisition Corporation 2021 Long-Term Incentive Plan ???????????????? Plan Document ???????????????? Adopted by the Board of Directors: December 21, 2021 1. General. (a) Purpose. MCAP Acquisition Corporation hereby establishes this MCAP Acquisition Corporation 2021 Long-Term Incentive Plan (the ?Plan?). This Plan is intended (i) to attract and retain the best available personnel

December 29, 2021 EX-99.1

MCAP Acquisition Corporation and AdTheorent Announce Closing of Business Combination AdTheorent to Trade on NASDAQ under ticker “ADTH” Beginning December 23, 2021

Exhibit 99.1 MCAP Acquisition Corporation and AdTheorent Announce Closing of Business Combination AdTheorent to Trade on NASDAQ under ticker ?ADTH? Beginning December 23, 2021 CHICAGO (December 22, 2021)? MCAP Acquisition Corporation (?MCAP?) (Nasdaq: MACQ), a special purpose acquisition company sponsored by an affiliate of Monroe Capital LLC (?Monroe Capital?), today announced the completion of i

December 29, 2021 8-K

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Change in Shell Company Status, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2021 ADTHEORENT HOLDING COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-40116 85-3978415 (State or other jurisdiction of incorporation o

December 29, 2021 EX-10.1

Stockholders Agreement, dated as of December 22, 2021, by and among AdTheorent Holding Company, Inc., H.I.G. Growth – AdTheorent, LLC, MCAP Acquisition, LLC, and the other parties thereto ((incorporated by reference to Exhibit 10.1 of our Form 8-K filed on December 29, 2021)

EX-10.1 4 d255514dex101.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION STOCKHOLDERS’ AGREEMENT This STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of December 22, 2021, is entered into by and among AdTheorent Holding Company, Inc. (formerly known as MCAP Acquisition Corporation), a Delaware corporation (the “Company”), H.I.G. Growth – AdTheorent, LLC, a Delaware limited liability company (“H.I.G

December 23, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 22, 2021 MCAP Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-40116 85-3978415 (State or other jurisdiction of incorporation) (Com

December 23, 2021 EX-99.1

MCAP Acquisition Corporation and AdTheorent Announce Closing of Business Combination AdTheorent to Trade on NASDAQ under ticker “ADTH” Beginning December 23, 2021

Exhibit 99.1 MCAP Acquisition Corporation and AdTheorent Announce Closing of Business Combination AdTheorent to Trade on NASDAQ under ticker ?ADTH? Beginning December 23, 2021 CHICAGO (December 22, 2021)? MCAP Acquisition Corporation (?MCAP?) (Nasdaq: MACQ), a special purpose acquisition company sponsored by an affiliate of Monroe Capital LLC (?Monroe Capital?), today announced the completion of i

December 23, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 23, 2021 AdTheorent Holding Company, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40116 85-3978415 (State or other jurisdiction of incorporation)

December 23, 2021 EX-99.1

AdTheorent to Trade Today on NASDAQ Under Ticker “ADTH” Privacy-Forward, Machine Learning AdTech Pioneer AdTheorent and MCAP Acquisition Corporation Complete Closing of Business Combination

Exhibit 99.1 AdTheorent to Trade Today on NASDAQ Under Ticker ?ADTH? Privacy-Forward, Machine Learning AdTech Pioneer AdTheorent and MCAP Acquisition Corporation Complete Closing of Business Combination NEW YORK (December 23, 2021)? AdTheorent Holding Company, Inc. (?AdTheorent? or the ?Company?) (Nasdaq: ADTH), a leading programmatic digital advertising company using advanced machine learning tec

December 21, 2021 425

Filed by AdTheorent, Inc. pursuant to

425 1 tm2136018d1425.htm 425 Filed by AdTheorent, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AdTheorent, Inc. (File No. 333-259027) This filing relates to the proposed merger involving MCAP Acquisition Corporation and AdTheorent Holding Company, LLC (“AdTheorent”) pursuant to the ter

December 21, 2021 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 21, 2021 MCAP Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-40116 85-3978415 (State or other jurisdiction of incorporation) (Com

December 17, 2021 425

AdTheorent to Present at Water Tower Research Fireside Chat

Filed by AdTheorent, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AdTheorent, Inc. (File No. 333-259027) The following is a press release issued by AdTheorent on December 17, 2021. AdTheorent to Present at Water Tower Research Fireside Chat New York, NY (December 17, 2021)? AdTheorent

December 17, 2021 425

AdTheorent Highlights Achievements Since Mid-Year 2021 Company achieved strong financial growth, profitability, and award-winning tech and product innovations

Filed by AdTheorent, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AdTheorent, Inc. (File No. 333-259027) The following is a press release issued by AdTheorent on December 17, 2021. AdTheorent Highlights Achievements Since Mid-Year 2021 Company achieved strong financial growth, profitab

December 15, 2021 425

Filed by AdTheorent, Inc. pursuant to

Filed by AdTheorent, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AdTheorent, Inc. (File No. 333-259027) This filing relates to the proposed merger involving MCAP Acquisition Corporation and AdTheorent Holding Company, LLC (?AdTheorent?) pursuant to the terms of that certain Business C

December 13, 2021 425

AdTheorent Recognized by Frost & Sullivan with the 2021 North American Digital Advertising Product Leadership Award

Filed by AdTheorent, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AdTheorent, Inc. (File No. 333-259027) The following is a press release issued by AdTheorent on December 13, 2021. AdTheorent Recognized by Frost & Sullivan with the 2021 North American Digital Advertising Product Leader

December 10, 2021 425

AdTheorent to Present at Water Tower Research Fireside Chat

Filed by AdTheorent, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AdTheorent, Inc. (File No. 333-259027) The following is a press release issued by AdTheorent on December 10, 2021. AdTheorent to Present at Water Tower Research Fireside Chat New York, NY (December 10, 2021)? AdTheorent

December 9, 2021 EX-99.1

AdTheorent and MCAP Acquisition Corporation Announces the Waiver of Key Closing Conditions for Contemplated Business Combination Ahead of Stockholder Vote

EX-99.1 3 tm2135001d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 AdTheorent and MCAP Acquisition Corporation Announces the Waiver of Key Closing Conditions for Contemplated Business Combination Ahead of Stockholder Vote CHICAGO (December 9, 2021)— MCAP Acquisition Corporation (“the Company” or “MCAP”), a special purpose acquisition company sponsored by an affiliate of Monroe Capital LLC (“Monroe Capital”

December 9, 2021 EX-99.1

AdTheorent and MCAP Acquisition Corporation Announces the Waiver of Key Closing Conditions for Contemplated Business Combination Ahead of Stockholder Vote

EX-99.1 3 tm2135001d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 AdTheorent and MCAP Acquisition Corporation Announces the Waiver of Key Closing Conditions for Contemplated Business Combination Ahead of Stockholder Vote CHICAGO (December 9, 2021)— MCAP Acquisition Corporation (“the Company” or “MCAP”), a special purpose acquisition company sponsored by an affiliate of Monroe Capital LLC (“Monroe Capital”

December 9, 2021 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 8, 2021 MCAP Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-40116 85-3978415 (State or other jurisdiction of incorporation) (Comm

December 9, 2021 EX-2.1

Business Combination Agreement Waiver, dated as of December 8, 2021, by and among Blocker, Blocker Member and the Company.

Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT WAIVER This BUSINESS COMBINATION AGREEMENT WAIVER is made and entered into as of December 8, 2021 (this "Waiver") by and among 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 (the ?Blocker Member?), and AdTheorent Hol

December 9, 2021 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 8, 2021 MCAP Acquisition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 8, 2021 MCAP Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-40116 85-3978415 (State or other jurisdiction of incorporation) (Comm

December 9, 2021 EX-2.1

Business Combination Agreement Waiver, dated as of December 8, 2021, by and among Blocker, Blocker Member and the Company.

EX-2.1 2 tm2135001d1ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT WAIVER This BUSINESS COMBINATION AGREEMENT WAIVER is made and entered into as of December 8, 2021 (this "Waiver") by and among 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

December 8, 2021 425

AdTheorent Announces its Planned Public Company Board of Directors Top adtech and marketing executives to bring deep industry and brand expertise as non-executive board members

Filed by AdTheorent, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AdTheorent, Inc. (File No. 333-259027) The following is a press release issued by AdTheorent on December 8, 2021. AdTheorent Announces its Planned Public Company Board of Directors Top adtech and marketing executives to

December 8, 2021 425

Filed by AdTheorent, Inc. pursuant to

Filed by AdTheorent, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AdTheorent, Inc. (File No. 333-259027) This filing relates to the proposed merger involving MCAP Acquisition Corporation and AdTheorent Holding Company, LLC (?AdTheorent?) pursuant to the terms of that certain Business C

December 6, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 6, 2021 MCAP Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-40116 85-3978415 (State or other jurisdiction of incorporation) (Comm

December 6, 2021 EX-99.1

Investor Presentation December 2021

EX-99.1 2 tm2134617d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Investor Presentation December 2021 Page 2 Confidential | Page 2 DISCLAIMER NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD BE UN LAW FUL. THIS PRESENTATION IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. This presentation is excl

December 6, 2021 425

AdTheorent to Present at Water Tower Research Fireside Chat

425 1 tm2134708-1425.htm 425 Filed by AdTheorent, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AdTheorent, Inc. (File No. 333-259027) The following is a press release issued by AdTheorent on December 6, 2021. AdTheorent to Present at Water Tower Research Fireside Chat New York, NY (Dec

December 6, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 6, 2021 MCAP Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-40116 85-3978415 (State or other jurisdiction of incorporation) (Comm

December 6, 2021 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 6, 2021 MCAP Acquisition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 6, 2021 MCAP Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-40116 85-3978415 (State or other jurisdiction of incorporation) (Comm

December 6, 2021 EX-99.1

Investor Presentation December 2021

EX-99.1 2 tm2134617d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Investor Presentation December 2021 Page 2 Confidential | Page 2 DISCLAIMER NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD BE UN LAW FUL. THIS PRESENTATION IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. This presentation is excl

December 6, 2021 EX-99.1

MCAP Acquisition Corporation and AdTheorent Holding Company, LLC Announce Effectiveness of Registration Statement in Connection with Proposed Business Combination Special Meeting Date of MCAP Stockholders Set for December 21, 2021

Exhibit 99.1 MCAP Acquisition Corporation and AdTheorent Holding Company, LLC Announce Effectiveness of Registration Statement in Connection with Proposed Business Combination Special Meeting Date of MCAP Stockholders Set for December 21, 2021 New York, NY (December 6, 2021)? AdTheorent Holding Company, LLC (?AdTheorent? or ?the Company?), a leading programmatic digital advertising company using a

December 6, 2021 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 6, 2021 MCAP Acquisition

425 1 tm2134617d18k.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 6, 2021 MCAP Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-40116 85-3978415 (State or other jurisdic

December 6, 2021 EX-99.1

MCAP Acquisition Corporation and AdTheorent Holding Company, LLC Announce Effectiveness of Registration Statement in Connection with Proposed Business Combination Special Meeting Date of MCAP Stockholders Set for December 21, 2021

EX-99.1 2 tm2134615d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 MCAP Acquisition Corporation and AdTheorent Holding Company, LLC Announce Effectiveness of Registration Statement in Connection with Proposed Business Combination Special Meeting Date of MCAP Stockholders Set for December 21, 2021 New York, NY (December 6, 2021)— AdTheorent Holding Company, LLC (“AdTheorent” or “the Company”), a leading pro

December 3, 2021 S-4/A

As filed with the Securities and Exchange Commission on December 3, 2021

Table of Contents ? As filed with the Securities and Exchange Commission on December 3, 2021 Registration Statement No.

December 3, 2021 CORRESP

MCAP Acquisition Corporation 311 South Wacker Drive, Suite 6400 Chicago, Illinois 60606 December 3, 2021

MCAP Acquisition Corporation 311 South Wacker Drive, Suite 6400 Chicago, Illinois 60606 December 3, 2021 VIA EDGAR U.

December 3, 2021 424B3

MCAP ACQUISITION CORPORATION 311 South Wacker Drive, Suite 6400 Chicago, Illinois 60606 Up to 60,813,148 shares of common stock

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(3)? ?Registration No. 333-259027? PROXY STATEMENT/PROSPECTUS MCAP ACQUISITION CORPORATION 311 South Wacker Drive, Suite 6400 Chicago, Illinois 60606? Up to 60,813,148 shares of common stock? Dear MCAP Acquisition Corporation Stockholders: On July 27, 2021, MCAP Acquisition Corporation, a Delaware corporation (?MCAP? or ?Parent?), GRNT Merger Sub 1 L

November 30, 2021 S-4/A

As filed with the Securities and Exchange Commission on November 29, 2021

S-4/A 1 tm2124295-22s4a.htm S-4/A TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 29, 2021 Registration Statement No. 333-259027 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 6 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MCAP ACQUISITION CORPORATION* (Exact Name of Registrant as Specified in Its Char

November 29, 2021 CORRESP

November 29, 2021

NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW 101 Constitution Avenue, NW | Suite 900 Washington, DC 20001 T 202.

November 19, 2021 425

# #

Filed by AdTheorent, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AdTheorent, Inc. (File No. 333-259027) This filing relates to the proposed merger involving MCAP Acquisition Corporation. and AdTheorent Holding Company, LLC (?AdTheorent?) pursuant to the terms of that certain Business

November 18, 2021 S-4/A

As filed with the Securities and Exchange Commission on November 18, 2021

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 18, 2021 Registration Statement No.

November 18, 2021 425

AdTheorent Announces Financial Results for Third Quarter 2021 Revenue Increased 36% Year-Over-Year; Adjusted Gross Profit* Increased 36% Year-Over-Year; Reiterates Full Year 2021 Revenue Guidance; Raises 2021 Adjusted EBITDA* Guidance

Filed by AdTheorent, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AdTheorent, Inc. (Commission File No. 001-40116) The following is a press release issued by AdTheorent on November 18, 2021. AdTheorent Announces Financial Results for Third Quarter 2021 Revenue Increased 36% Year-Over-Y

November 18, 2021 S-4/A

As filed with the Securities and Exchange Commission on November 18, 2021

Table of Contents ? As filed with the Securities and Exchange Commission on November 18, 2021 Registration Statement No.

November 16, 2021 8-K

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 12, 2021 MCAP Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-40116 85-3978415 (State or other jurisdiction of incorporation) (Com

November 16, 2021 10-Q

September UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPOR

Table of Contents September ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 16, 2021 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: September 30, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

November 12, 2021 EX-99.7

Consent of Vineet Mehra to be named as a director nominee.

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, prox

November 12, 2021 S-4/A

Form of Registration Rights Agreement (included Annex H to the proxy statement/prospectus which forms a part of this registration statement).

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 10, 2021 Registration Statement No.

November 12, 2021 EX-99.6

Consent of Ben Tatta to be named as a director nominee.

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, prox

November 12, 2021 EX-99.8

Consent of Kihara Kiarie to be named as a director nominee.

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, prox

November 10, 2021 CORRESP

November 10, 2021

NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW 101 Constitution Avenue, NW | Suite 900 Washington, DC 20001 T 202.

October 29, 2021 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Commission File Number: 001-40116

October 28, 2021 S-4/A

As filed with the Securities and Exchange Commission on October 28, 2021

Table of Contents ? ? As filed with the Securities and Exchange Commission on October 28, 2021 Registration Statement No.

October 28, 2021 CORRESP

October 28, 2021

NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW 101 Constitution Avenue, NW | Suite 900 Washington, DC 20001 T 202.

October 6, 2021 S-4/A

2021 Long-Term Incentive Plan (included as Annex D to the proxy statement/prospectus which forms a part of this registration statement).

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 5, 2021 Registration Statement No.

October 5, 2021 EX-99.1

Investor Presentation September 2021

EX-99.1 2 tm2129254d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Investor Presentation September 2021 Page 2 Confidential | Page 2 DISCLAIMER NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD BE UN LAW FUL. THIS PRESENTATION IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. This presentation is exc

October 5, 2021 CORRESP

CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A

CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR.

October 5, 2021 EX-99.1

Investor Presentation September 2021

EX-99.1 2 tm2129254d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Investor Presentation September 2021 Page 2 Confidential | Page 2 DISCLAIMER NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD BE UN LAW FUL. THIS PRESENTATION IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. This presentation is exc

October 5, 2021 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 5, 2021 MCAP Acquisition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 5, 2021 MCAP Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-40116 85-3978415 (State or other jurisdiction of incorporation) (Commi

October 5, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 5, 2021 MCAP Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-40116 85-3978415 (State or other jurisdiction of incorporation) (Commi

September 23, 2021 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 23, 2021 MCAP Acquisiti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 23, 2021 MCAP Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-40116 85-3978415 (State or other jurisdiction of incorporation) (Co

September 23, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 23, 2021 MCAP Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-40116 85-3978415 (State or other jurisdiction of incorporation) (Co

September 23, 2021 EX-99.1

Investor Presentation September 2021

EX-99.1 2 tm2128164d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Investor Presentation September 2021 Page 2 Confidential | Page 2 DISCLAIMER NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD BE UN LAW FUL. THIS PRESENTATION IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. This presentation is exc

September 23, 2021 EX-99.1

Investor Presentation September 2021

EX-99.1 2 tm2128164d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Investor Presentation September 2021 Page 2 Confidential | Page 2 DISCLAIMER NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD BE UN LAW FUL. THIS PRESENTATION IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. This presentation is exc

September 22, 2021 425

Filed by AdTheorent, Inc. pursuant to

Filed by AdTheorent, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AdTheorent, Inc. (File No. 333-259027) AdTheorent CEO Jim Lawson: We are a privacy-forward digital ad platform In an interview with AlphaStreet, CEO of the digital advertising platform elaborates on his views about the f

September 13, 2021 425

Filed by AdTheorent, Inc. pursuant to

Filed by AdTheorent, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AdTheorent, Inc. (File No. 333-259027) In connection with the previously announced business combination between MCAP Acquisition Corporation and AdTheorent Holding Company, LLC, the following article was released by IPO

August 24, 2021 EX-10.19

Notice of Restricted Interest Unit Award, dated as of July 28, 2021, by and between AdTheorent Holding Company, LLC and James Lawson

Exhibit 10.19 ADTHEORENT HOLDING COMPANY, LLC AMENDED AND RESTATED 2017 INTEREST OPTION PLAN NOTICE OF RESTRICTED INTEREST UNIT AWARD Terms defined in this Notice of Restricted Interest Unit Award (?Notice of Grant?) shall have the same meanings in the Company?s Amended and Restated 2017 Interest Option Plan (the ?Plan?) and if any such term is not defined in the Plan, then such term shall have th

August 24, 2021 EX-10.14

AdTheorent Holding Company, LLC Form of Notice of Restricted Interest Unit Award

EX-10.14 4 tm2124295d2ex10-14.htm EXHIBIT 10.14 Exhibit 10.14 ADTHEORENT HOLDING COMPANY, LLC AMENDED AND RESTATED 2017 INTEREST OPTION PLAN NOTICE OF RESTRICTED INTEREST UNIT AWARD Terms defined in this Notice of Restricted Interest Unit Award (“Notice of Grant”) shall have the same meanings in the Company’s Amended and Restated 2017 Interest Option Plan (the “Plan”), and if any such term is not

August 24, 2021 EX-10.22

Participant Interest Agreement, dated as of February 15, 2018, by and between AdTheorent Holding Company LLC and Chuck Jordan

Exhibit 10.22 ADTHEORENT HOLDING COMPANY, LLC PARTICIPANT INTEREST AGREEMENT This PARTICIPANT INTEREST AGREEMENT (this ?Agreement?) is made as of February 15, 2018, between AdTheorent Holding Company, LLC, a Delaware limited liability company (the ?Company?), and the individual set forth on the signature page hereto (?Optionee?). Optionee is executing this Agreement in connection with Optionee?s r

August 24, 2021 EX-10.21

Participant Interest Agreement, dated as of October 1, 2017, by and between AdTheorent Holding Company LLC and Chuck Jordan

EX-10.21 11 tm2124295d2ex10-21.htm EXHIBIT 10.21 Exhibit 10.21 ADTHEORENT HOLDING COMPANY, LLC PARTICIPANT INTEREST AGREEMENT This PARTICIPANT INTEREST AGREEMENT (this “Agreement”) is made as of October 1, 2017, between AdTheorent Holding Company, LLC, a Delaware limited liability company (the “Company”), and the individual set forth on the signature page hereto (“Optionee”). Optionee is executing

August 24, 2021 EX-10.23

Participant Interest Agreement, dated as of May 6, 2019, by and between AdTheorent Holding Company LLC and Chuck Jordan

Exhibit 10.23 ADTHEORENT HOLDING COMPANY, LLC PARTICIPANT INTEREST AGREEMENT This PARTICIPANT INTEREST AGREEMENT (this ?Agreement?) is made as of May 6, 2019, between AdTheorent Holding Company, LLC, a Delaware limited liability company (the ?Company?), and the individual set forth on the signature page hereto (?Optionee?). Optionee is executing this Agreement in connection with Optionee?s receipt

August 24, 2021 EX-10.12

AdTheorent Holding Company, LLC 2017 Interest Option Plan

Exhibit 10.12 ADTHEORENT HOLDING COMPANY, LLC 2017 INTEREST OPTION PLAN ARTICLE I Purpose of Plan The 2017 Interest Option Plan (the “Plan”) of AdTheorent Holding Company, LLC, a Delaware limited liability company, adopted by the Operating Board on October 1, 2017 for Managers, executive officers and other key employees of the Company and consultants for the Company, is intended to advance the bes

August 24, 2021 EX-10.13

AdTheorent Holding Company, LLC Form(s) of Participant Interest Agreement

Exhibit 10.13 ADTHEORENT HOLDING COMPANY, LLC PARTICIPANT INTEREST AGREEMENT This PARTICIPANT INTEREST AGREEMENT (this “Agreement”) is made as of October 1, 2017, between AdTheorent Holding Company, LLC, a Delaware limited liability company (the “Company”), and the individual set forth on the signature page hereto (“Optionee”). Optionee is executing this Agreement in connection with Optionee’s rec

August 24, 2021 EX-10.17

Participant Interest Agreement, dated as of May 6, 2019, by and between AdTheorent Holding Company LLC and James Lawson

EX-10.17 7 tm2124295d2ex10-17.htm EXHIBIT 10.17 Exhibit 10.17 ADTHEORENT HOLDING COMPANY, LLC PARTICIPANT INTEREST AGREEMENT This PARTICIPANT INTEREST AGREEMENT (this “Agreement”) is made as of May 6, 2019, between AdTheorent Holding Company, LLC, a Delaware limited liability company (the “Company”), and the individual set forth on the signature page hereto (“Optionee”). Optionee is executing this

August 24, 2021 EX-99.6

Consent of John Black to be named as a director nominee.

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, prox

August 24, 2021 S-4

Power of Attorney (included on the signature page to this registration statement).

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 23, 2021? Registration Statement No.

August 24, 2021 425

AdTheorent Holding Company, LLC Announces Second Quarter 2021 Results Revenue Increased 89% Year-Over-Year; Revenue Less TAC* Increased 94% Year-Over-Year Raises Full Year 2021 Outlook

Filed by AdTheorent, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AdTheorent, Inc. (Commission File No. 001-40116) The following is a press release issued by AdTheorent on August 24, 2021. AdTheorent Holding Company, LLC Announces Second Quarter 2021 Results Revenue Increased 89% Year-

August 24, 2021 EX-10.15

AdTheorent Form of 2021 Performance Bonus Policy (Executive)

EX-10.15 5 tm2124295d2ex10-15.htm EXHIBIT 10.15 Exhibit 10.15 AdTheorent, Inc. 2021 Performance Bonus Policy (Executive) The following Performance Bonus Policy (Executive) is adopted by AdTheorent, Inc. (the “Company”) effective as of January 1, 2021, for the benefit of Eligible Employees. This Policy supersedes and replaces any previously adopted or communicated bonus policy or program, including

August 24, 2021 EX-99.4

Consent of Rich Boghosian to be named as a director nominee.

Exhibit 99.4 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, prox

August 24, 2021 EX-99.5

Consent of Danielle Qi to be named as a director nominee.

Exhibit 99.5 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, prox

August 24, 2021 EX-99.2

Consent of James Lawson to be named as a director nominee.

Exhibit 99.2 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, prox

August 24, 2021 EX-99.3

Consent of Eric Tencer to be named as a director nominee.

Exhibit 99.3 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, prox

August 24, 2021 EX-10.18

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

Exhibit 10.18 EXECUTION VERSION EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of December 22, 2016 (the “Effective Date”), between AdTheorent, Inc., a Delaware corporation (the “Company”), and James Lawson (“Executive”). In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby

August 24, 2021 EX-10.16

Participant Interest Agreement, dated as of October 1, 2017, by and between AdTheorent Holding Company LLC and James Lawson

EX-10.16 6 tm2124295d2ex10-16.htm EXHIBIT 10.16 Exhibit 10.16 ADTHEORENT HOLDING COMPANY, LLC PARTICIPANT INTEREST AGREEMENT This PARTICIPANT INTEREST AGREEMENT (this “Agreement”) is made as of October 1, 2017, between AdTheorent Holding Company, LLC, a Delaware limited liability company (the “Company”), and the individual set forth on the signature page hereto (“Optionee”). Optionee is executing

August 24, 2021 EX-10.20

Participant Interest Agreement, dated as of May 6, 2019, by and between AdTheorent Holding Company LLC and Bill Todd

Exhibit 10.20 ADTHEORENT HOLDING COMPANY, LLC PARTICIPANT INTEREST AGREEMENT This PARTICIPANT INTEREST AGREEMENT (this ?Agreement?) is made as of May 6, 2019, between AdTheorent Holding Company, LLC, a Delaware limited liability company (the ?Company?), and the individual set forth on the signature page hereto (?Optionee?). Optionee is executing this Agreement in connection with Optionee?s receipt

August 23, 2021 425

AdTheorent Awarded Coveted Spot on Crain’s New York Business 2021 Best Places to Work in New York City 2021 Win Marks Eighth Consecutive Year Company Named Best Place to Work in NYC

Filed by AdTheorent, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AdTheorent, Inc. (Commission File No. 001-40116) The following is a press release issued by AdTheorent on August 23, 2021. AdTheorent Awarded Coveted Spot on Crain’s New York Business 2021 Best Places to Work in New York

August 12, 2021 425

AdTheorent Recognized for Programmatic Marketing Innovation in 2021 For Second Consecutive Year in MarTech Breakthrough Awards Program Company recognized for its advanced machine learning capabilities and privacy-forward approach

Filed by AdTheorent, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AdTheorent, Inc. (Commission File No. 001-40116) The following is a press release issued by AdTheorent on August 12, 2021. AdTheorent Recognized for Programmatic Marketing Innovation in 2021 For Second Consecutive Year i

August 10, 2021 425

Filed by AdTheorent, Inc. pursuant to

Filed by AdTheorent, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AdTheorent, Inc. (Commission File No. 001-40116) The following is a transcript of the interview of James Lawson, CEO of AdTheorent, Inc. on Seeking Alpha on May 10, 2021, which references the proposed merger with MCAP Ac

August 5, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

July 27, 2021 425

AdTheorent to List on NASDAQ through Merger with MCAP Acquisition Corporation, a SPAC Sponsored by an Affiliate of Monroe Capital

Filed by MCAP Acquisition Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: MCAP Acquisition Corporation (Commission File No.

July 27, 2021 EX-99.1

Investor Presentation June 2021

Exhibit 99.1 Investor Presentation June 2021 Page 2 Confidential | Page 2 DISCLAIMER NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD BE UN LAW FUL. THIS PRESENTATION IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. This presentation is exclusively for the benefit and internal use of the r

July 27, 2021 EX-10.1

Member Support Agreement, dated as of July 27, 2021, by and Parent and certain Company Members.

EX-10.1 3 tm2123303d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 EXECUTION VERSION member SUPPORT AGREEMENT MEMBER SUPPORT AGREEMENT, dated as of July 27, 2021 (this “Agreement”), by and among MCAP Acquisition Corporation, a Delaware corporation (“Parent”), AdTheorent Holding Company, LLC, a Delaware limited liability company (the “Company”), and certain members of the Company whose names appear on the s

July 27, 2021 EX-2.1

Business Combination Agreement, dated effective July 27, 2021, by and among Registrant, the Merger Subs named therein, H.I.G. Growth — AdTheorent Intermediate, LLC, H.I.G. Growth — AdTheorent, LLC and AdTheorent Holding Company, LLC (incorporated by reference to Exhibit 2.1 of Form 8-K filed by the Registrant with the SEC on July 27, 2021).

EX-2.1 2 tm2123303d1ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 EXECUTION VERSION BUSINESS COMBINATION AGREEMENT by and among MCAP Acquisition Corporation, GRNT MERGER SUB 1 LLC, GRNT MERGER SUB 2 LLC, GRNT MERGER SUB 3 LLC, GRNT MERGER SUB 4 LLC, H.I.G. Growth – AdTheorent Intermediate, LLC, H.I.G. Growth – AdTheorent, LLC and AdTheorent Holding Company, LLC Dated as of July 27, 2021 Table of Contents Page

July 27, 2021 EX-10.3

Form of Subscription Agreement, by and between Registrant and the undersigned subscriber parties thereto (incorporated by reference to Exhibit 10.3 of Form 8-K filed by the Registrant with the SEC on July 27, 2021).

EX-10.3 5 tm2123303d1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 FORM OF SUBSCRIPTION AGREEMENT MCAP Acquisition Corporation 311 South Wacker Drive, Suite 6400 Chicago, Illinois 60606 Ladies and Gentlemen: In connection with the proposed business combination (the “Transaction”) between MCAP Acquisition Corporation, a Delaware corporation (the “Company”), and AdTheorent Holding Company, LLC, a Delaware li

July 27, 2021 EX-10.1

Member Support Agreement, dated July 27, 2021, by Registrant and certain members of AdTheorent (incorporated by reference to Exhibit 10.1 of Form 8-K filed by the Registrant with the SEC on July 27, 2021).

EX-10.1 3 tm2123303d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 EXECUTION VERSION member SUPPORT AGREEMENT MEMBER SUPPORT AGREEMENT, dated as of July 27, 2021 (this “Agreement”), by and among MCAP Acquisition Corporation, a Delaware corporation (“Parent”), AdTheorent Holding Company, LLC, a Delaware limited liability company (the “Company”), and certain members of the Company whose names appear on the s

July 27, 2021 EX-10.2

Sponsor Support Agreement, dated as of July 27, 2021, by and among Parent, Sponsor and the Company.

Exhibit 10.2 SPONSOR SUPPORT AGREEMENT SPONSOR SUPPORT AGREEMENT, dated as of July 27, 2021 (this ?Agreement?), by and among MCAP Acquisition, LLC, a Delaware limited liability company (?Sponsor?), AdTheorent Holding Company, LLC, a Delaware limited liability company (the ?Company?), and MCAP Acquisition Corporation, a Delaware corporation (?Parent?). WHEREAS, Parent, GRNT Merger Sub 1 LLC, a Dela

July 27, 2021 EX-99.2

AdTheorent, a Leader in Data Science and Machine Learning Optimized Advertising, to List on NASDAQ via Merger with MCAP Acquisition Corporation

EX-99.2 7 tm2123303d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 AdTheorent, a Leader in Data Science and Machine Learning Optimized Advertising, to List on NASDAQ via Merger with MCAP Acquisition Corporation · MCAP Acquisition Corporation is sponsored by an affiliate of Chicago-based asset manager Monroe Capital LLC · AdTheorent’s privacy-forward programmatic digital advertising platform uses machine le

July 27, 2021 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 27, 2021 MCAP Acquisition Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 27, 2021 MCAP Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-40116 85-3978415 (State or other jurisdiction of incorporation) (Commiss

July 27, 2021 EX-99.1

Investor Presentation June 2021

EX-99.1 6 tm2123303d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Investor Presentation June 2021 Page 2 Confidential | Page 2 DISCLAIMER NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD BE UN LAW FUL. THIS PRESENTATION IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. This presentation is exclusiv

July 27, 2021 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 27, 2021 MCAP Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-40116 85-3978415 (State or other jurisdiction of incorporation) (Commiss

July 27, 2021 EX-10.2

Sponsor Support Agreement, dated July 27, 2021, by Registrant, Sponsor and AdTheorent (incorporated by reference to Exhibit 10.2 of Form 8-K filed by the Registrant with the SEC on July 27, 2021).

EX-10.2 4 tm2123303d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 SPONSOR SUPPORT AGREEMENT SPONSOR SUPPORT AGREEMENT, dated as of July 27, 2021 (this “Agreement”), by and among MCAP Acquisition, LLC, a Delaware limited liability company (“Sponsor”), AdTheorent Holding Company, LLC, a Delaware limited liability company (the “Company”), and MCAP Acquisition Corporation, a Delaware corporation (“Parent”). W

July 27, 2021 EX-99.2

AdTheorent, a Leader in Data Science and Machine Learning Optimized Advertising, to List on NASDAQ via Merger with MCAP Acquisition Corporation

Exhibit 99.2 AdTheorent, a Leader in Data Science and Machine Learning Optimized Advertising, to List on NASDAQ via Merger with MCAP Acquisition Corporation · MCAP Acquisition Corporation is sponsored by an affiliate of Chicago-based asset manager Monroe Capital LLC · AdTheorent’s privacy-forward programmatic digital advertising platform uses machine learning models fueled by non-individualized st

July 27, 2021 EX-2.1

Business Combination Agreement, dated as of July 27, 2021, by and among Parent, Merger Subs, Merger Sub 2, Merger Sub 3, Merger Sub 4, Blocker, Blocker Member and the Company.

Exhibit 2.1 EXECUTION VERSION BUSINESS COMBINATION AGREEMENT by and among MCAP Acquisition Corporation, GRNT MERGER SUB 1 LLC, GRNT MERGER SUB 2 LLC, GRNT MERGER SUB 3 LLC, GRNT MERGER SUB 4 LLC, H.I.G. Growth ? AdTheorent Intermediate, LLC, H.I.G. Growth ? AdTheorent, LLC and AdTheorent Holding Company, LLC Dated as of July 27, 2021 Table of Contents Page Article I. DEFINITIONS 4 Section 1.01 Cer

July 27, 2021 EX-10.3

Form of Subscription Agreement.

EX-10.3 5 tm2123303d1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 FORM OF SUBSCRIPTION AGREEMENT MCAP Acquisition Corporation 311 South Wacker Drive, Suite 6400 Chicago, Illinois 60606 Ladies and Gentlemen: In connection with the proposed business combination (the “Transaction”) between MCAP Acquisition Corporation, a Delaware corporation (the “Company”), and AdTheorent Holding Company, LLC, a Delaware li

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