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2024-01-22 17:55 EX - 99.2 7 tm2123303d1_ex99-2.htm EXHIBIT 99.2 sec.gov/Archives/edgar/data/1838672/000110465921096054/tm2123303d1_ex99-2.htm 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 statistics to drive superior campaign performance , measured by advertiser business goals Forecasted to outpace the 17.6 % projected growth for programmatic digital media - a $ 90 billion market in the U.S. AdTheorent operates at ‘ Rule of 50 ' based on 2021P revenue ex - TAC growth and adjusted EBITDA margin ; projected annual revenue ex - TAC growth of 28.4 % between 2020-2023 and average adjusted EBITDA margin of 30.9 % between 2020-2023 Combined company to have an implied initial enterprise value of approximately $ 775 million and pro forma market capitalization of approximately $ 1 billion , and expects to be listed on NASDAQ Transaction to provide a minimum of $ 100 million of net proceeds to AdTheorent , including a $ 121.5 million fully committed , oversubscribed and upsized common stock PIPE at $ 10.00 per share anchored by top - tier institutional and strategic investors Hana Financial Group , Palantir Technologies , and Monroe Capital and / or one or more of its affiliates Investor webcast and conference call is scheduled for Tuesday , July 27 , at 8:00 AM ET NEW YORK and CHICAGO , July 27 , 2021 – AdTheorent , Inc. , a programmatic digital advertising leader using advanced machine learning technology and solutions to deliver real - world value for advertisers and marketers , and MCAP Acquisition Corporation ( NASDAQ : MACQ ) ( “ MCAP ” ) , a publicly - traded special purpose acquisition company , sponsored by an affiliate of Chicago - based asset manager Monroe Capital LLC , announced today that they have entered into a definitive business combination agreement in which AdTheorent will be merged with MCAP . Upon closing of the transaction , the combined company will be named AdTheorent , Inc. and it is expected to remain listed on the NASDAQ Capital Market . The transaction reflects an implied enterprise value for the company of approximately $ 775 million . The AdTheorent executive team , led by Chief Executive Officer Jim Lawson , will continue to execute the growth and strategy for the company . Given AdTheorent's strong profitability and cash flow characteristics , the net cash provided by the transaction is expected to be used to support an M & A and international expansion strategy , complementing its robust organic growth profile . https://www.sec.gov/Archives/edgar/data/1838672/000110465921096054/tm2123303d1_ex99-2.htm 19 1/9