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 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

MCAP Acquisition Corporation

(Exact name of registrant as specified in its charter)


Delaware		85-3978415
(State or other jurisdiction of incorporation or organization) 311 South Wacker Drive, Suite 6400 Chicago, Illinois		(I.R.S. Employer Identification Number) 60606
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (312) 258-8300

Not applicable

(Former name or former address, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A Common Stock and one-third of one Redeemable Warrant	MACQU	The NASDAQ Stock Market LLC
Class A Common Stock, par value $0.0001 per share	MACQ	The NASDAQ Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	MACQW	The NASDAQ Stock Market LLC

As of November 15, 2021, there were 31,625,000 shares of the Company’s Class A Common Stock, par value $0.0001 (the “Class A Shares”) and 7,906,250 of the Company’s Class B Common Stock, par value $0.0001 issued and outstanding (the “Class B Shares”).

Table of Contents

MCAP ACQUISITION CORPORATION

TABLE OF CONTENTS


		Page
PART I – FINANCIAL INFORMATION:		1

Item 1.	Financial Statements:	1
	Condensed Consolidated Balance Sheets as of September 30, 2021 (Unaudited) and December 31, 2020 (Audited)	1
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2021 (Unaudited)	2
	Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2021 (Unaudited)	3
	Condensed Consolidated Statement of Cash Flows for the Nine Months Ended September 30, 2021 (Unaudited)	4
	Notes to Condensed Consolidated Financial Statements (Unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	24
PART II - OTHER INFORMATION:		26
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3.	Defaults Upon Senior Securities	27
Item 4.	Mine Safety Disclosures	28
Item 5.	Other Information	28
Item 6.	Exhibits	29

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

MCAP ACQUISITION CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETs


	September 30,		December 31,
	2021		2020
	(Unaudited)
ASSETS

Current Assets
Cash	$	797,602	$	25,000
Prepaid expenses		454,364		—
Total current assets		1,251,966		25,000
Deferred offering costs		—		146,634
Other assets		178,020		—
Cash and marketable securities held in Trust Account		316,270,386		—
Total assets	$	317,700,372	$	171,634

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	545,835	$	65,584
Promissory note payable - related party		—		100,000
Total current liabilities		545,835		165,584
Warrant liability		23,591,000		—
Deferred underwriting fee payable		11,068,750		—
Total liabilities		35,205,585		165,584

Common Stock subject to possible redemption, 31,625,000 and 0 shares, at September 30, 2021 and December 31, 2020, respectively, at redemption value		316,270,386		—

Stockholders’ Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none outstanding		—		—
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 0 and 0 issued and outstanding (excluding 31,625,000 and 0 shares subject to possible redemption), at September 30, 2021 and December 31, 2020, respectively		—		—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 7,906,250 shares issued and outstanding⁽¹⁾		791		791
Additional paid in capital		—		24,209
Accumulated deficit		(33,776,390)		(18,950)
Total Stockholders’ Equity		(33,775,599)		6,050
	$	317,700,372	$	171,634

(1)	The shares and the associated amounts have been retroactively restated to reflect the stock dividend of 0.1 share of Class B common stock for each share of Class B common stock outstanding on February 25, 2021.

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

MCAP ACQUISITION CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS


	For the Three		For the
	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2021		2021
Formation costs and other operating expenses	$	504,323	$	1,312,020
Loss from operations		(504,323)		(1,312,020)
Other Income (Loss):
Warrant issuance costs		—		(832,378)
Interest income		4,070		20,386
Change in fair value of warrant liability		(4,100,000)		(772,251)
Net loss	$	(4,600,253)	$	(2,896,263)

Weighted average shares outstanding of Class A redeemable common stock, basic and diluted		31,625,000		24,674,451
Basic and diluted net loss per share of Class A redeemable common stock	$	(0.12)	$	(0.09)
Weighted average shares outstanding of Class B non-redeemable common stock, basic and diluted		7,906,250		7,906,250
Basic and diluted net loss per share of Class B non-redeemable common stock	$	(0.12)	$	(0.09)

See accompanying notes to the condensed consolidated financial statements.

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MCAP ACQUISITION CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021

(Unaudited)


	Class A			Class B			Additional				Total
	Common Stock			Common Stock			Paid in		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Equity

Balance - December 31, 2020	—	$	—	7,906,250	$	791	$	24,209	$	(18,950)	$	6,050

Sale of 31,625,000 Units, net of underwriter discount and offering costs	31,625,000		3,163	—		—		285,381,838		—		285,385,001
Common stock subject to redemption	(31,625,000)		(3,163)	—		—		(285,406,047)		(30,857,107)		(316,266,317)

Net income	—		—	—		—		—		1,703,990		1,703,990
Balance - June 30, 2021	—		—	7,906,250		791		—		(29,172,067)		(29,171,276)
Common stock subject to redemption	—		—	—		—		—		(4,070)		(4,070)
Net loss	—		—	—		—		—		(4,600,253)		(4,600,253)
Balance - September 30, 2021	—	$	—	7,906,250	$	791	$	—	$	(33,776,390)	$	(33,775,599)

(1)	The shares and the associated amounts have been retroactively restated to reflect the stock dividend of 0.1 share of Class B common stock for each share of Class B common stock outstanding on February 25, 2021.

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

MCAP ACQUISITION CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

(Unaudited)


Cash flow from operating activities:
Net loss	$	(2,896,263)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned in Trust Account		(20,386)
Change in fair value of warrant liability		772,251
Transaction costs allocable to warrant liability		832,378
Changes in operating assets and liabilities:
Prepaid expenses		(632,384)
Accounts payable and accrued expenses		530,385
Net cash used in operating activities		(1,414,019)

Cash flows from investing activities:
Investment of cash in Trust Account		(316,250,000)
Net cash used in financing activities		(316,250,000)

Cash flows from financing activities:
Proceeds from sale of Units, net of underwriting discounts paid		309,925,000
Proceeds from promissory note - related party		150,000
Proceeds from sale of Private Placement Warrants		8,975,000
Repayment of promissory note - related party		(250,000)
Payments of deferred offering costs		(363,379)
Net cash provided by financing activities		318,436,621
Net change in cash		772,602
Cash at the beginning of the period

SEC Form 10-Q filed by MCAP Acquisition Corporation