MCAP Acquisition Corporation (MCAP) and AdTheorent Waive Minimum Cash Ahead of Vote

MCAP (NASDAQ:PFDR) announced this morning that its proposed merger partner AdTheorent has opted to waive its minimum cash conditions as a part of their transaction.

The parties initially agreed to a $140 million overall minimum cash threshold and a minimum of $258.1 million set to come from MCAP’s roughly $316 million trust. MCAP listed just as the SPAC market began facing headwinds in April and has traded below its trust value since late that month, giving it redemption risks heading into its December 21 completion vote.

But, the deal also provides a $121.5 million PIPE and AdTheorent CEO James Lawson noted in the release that AdTheorent is generating enough free cash flow to make the cash component of the deal less important than the public listing that would result. Lawson said the company was content to remove the cash condition as a potential impediment to close, and the waiver documents filed today do not indicate that MCAP was required to make concessions to its sponsor economics in exchange.

MCAP initially announced its $775 million combination with AdTheorent on July 7. New York-based AdTheorent provides a digital ad platform for online and connected TV (CTV) ad space that uses machine-learning tools rather than cookies to target users.

It announced last month that it increased revenue by 36% to $39.5 million in the third quarter of 2021 and adjusted EBITDA by 49% to $8.9 million. Meanwhile, its CTV revenue increased about 300% as compared to the same period last year.