Group 1 - Monteverde & Associates PC is investigating AdTheorent Holding Company, Inc. regarding its proposed merger with Cadent, LLC, where shareholders will receive $3.21 in cash per share [1] - Monteverde & Associates PC has been recognized as a Top 50 Firm in the 2018-2022 ISS Securities Class Action Services Report, indicating its successful track record in recovering money for shareholders [1][2] - The firm operates from the Empire State Building in New York City and emphasizes its national presence in class action securities litigation [2] Group 2 - The firm encourages shareholders with concerns to contact them for additional information free of charge, highlighting their commitment to shareholder rights [2] - Monteverde & Associates PC has a successful history in trial and appellate courts, including the U.S. Supreme Court, reinforcing its credibility in legal matters [2]

Core Viewpoint - Monteverde & Associates PC is investigating AdTheorent Holding Company, Inc. regarding its proposed merger with Cadent, LLC, where shareholders will receive $3.21 in cash per share [1]. Group 1: Company Overview - Monteverde & Associates PC is recognized as a Top 50 Firm in the 2018-2022 ISS Securities Class Action Services Report [1]. - The firm is headquartered in the Empire State Building, New York City, and specializes in class action securities litigation [1]. Group 2: Merger Details - Under the terms of the merger agreement, AdTheorent Holding Company shareholders will receive $3.21 in cash for each share they own [1].

Acquisition Details - Cadent, LLC has completed the acquisition of AdTheorent Holding Company for $3.21 per share in an all-cash transaction, valuing AdTheorent at approximately $324 million [1] - Following the acquisition, AdTheorent's common stock has ceased trading and is no longer listed on the Nasdaq Stock Market [1] Company Overview: AdTheorent - AdTheorent is a machine learning pioneer that delivers measurable value for programmatic advertisers through its advanced machine learning technology [3] - The company offers a media buying platform that powers predictive targeting and audience extension solutions, along with in-house creative capabilities [3] - AdTheorent is headquartered in New York and has fourteen locations across the United States and Canada [3] Company Recognition - AdTheorent has received numerous awards, including "Best AdTech Platform" in the 2024 Digiday Media Awards and has been recognized for six consecutive years with an AI Breakthrough Award and "Most Innovative Product" [4] - The company is a seven-time recipient of Frost & Sullivan's "Digital Advertising Leadership Award" and was named a Crain's Top 100 Best Place to Work in NYC for the tenth consecutive year [4] Company Overview: Cadent - Cadent is a leading provider of platform-based converged TV advertising solutions, helping advertisers and publishers identify and understand audiences [5] - The company's converged TV platform, Aperture, simplifies cross-screen advertising through a streamlined workflow [5] Company Overview: Novacap - Novacap is a North American private equity firm with over C$8 billion of assets under management, having invested in more than 100 platform companies [6] - The firm applies a sector-focused approach and has deep domain expertise to accelerate company growth and create long-term value [6]

Acquisition Details - Cadent, LLC has completed the acquisition of AdTheorent Holding Company for $3.21 per share in an all-cash transaction, valuing AdTheorent at approximately $324 million [1] - Following the acquisition, AdTheorent's common stock has ceased trading and is no longer listed on the Nasdaq Stock Market [1] Company Overview: AdTheorent - AdTheorent is a machine learning pioneer that delivers measurable value for programmatic advertisers through its advanced machine learning-powered media buying platform [3] - The company focuses on predictive targeting and audience extension solutions, allowing advertisers to identify qualified consumers and deliver superior results [3] - AdTheorent has received numerous awards, including "Best AdTech Platform" in the 2024 Digiday Media Awards and has been recognized for its workplace culture [4] Company Overview: Cadent - Cadent provides platform-based converged TV advertising solutions, helping advertisers and publishers identify audiences, activate campaigns, and measure effectiveness across various TV content and devices [5] - The company's converged TV platform, Aperture, streamlines cross-screen advertising by integrating identity, data, and inventory with numerous partners [5] Company Overview: Novacap - Novacap is a leading North American private equity firm with over C$8 billion in assets under management, having invested in more than 100 platform companies [6] - The firm applies a sector-focused approach in various industries, including TMT, Financial Services, and Digital Infrastructure, to accelerate company growth and create long-term value [6]

Group 1: Market Overview - The stock market has become more accessible, allowing individuals with limited funds to invest and build retirement savings without incurring transaction fees [1] - The democratization of investing has leveled the playing field for all investors [1] Group 2: AdTheorent Holding (ADTH) - AdTheorent utilizes AI and machine learning to enhance programmatic digital advertising, making it more effective and efficient [2] - The programmatic ad spending is projected to grow from $545 billion in the previous year to $779 billion by 2028, indicating a significant market opportunity [3] - In 2023, AdTheorent's revenue increased by 2.8% to $170.8 million, with expectations for double-digit growth in the current year [3] Group 3: XOMA (XOMA) - XOMA operates as a royalty aggregator in the biotech sector, providing upfront capital to biotechs in exchange for milestone payments and royalties [4][5] - The company partners with major pharmaceutical firms like AstraZeneca, Merck, and Novartis, enhancing its portfolio's potential for blockbuster drugs [5] - XOMA started 2024 with the highest cash reserves in its history and has already begun acquiring new opportunities [6] Group 4: Rigetti Computing (RGTI) - Rigetti Computing is focused on quantum computing, a technology that promises to perform tasks significantly faster than traditional computers [7] - The company has recently improved its quantum computer's error performance by 2.5 times and won a contract to deliver a quantum computing system to the U.K.'s National Quantum Computing Centre [8] - Despite being a loss-producing tech stock, Rigetti's stock has increased by 6% since the beginning of 2024, indicating potential for future growth [8]

Core Insights - AdTheorent Holding Company, Inc. has been awarded "Best AdTech Platform" in the 2024 Digiday Media Awards, recognizing its innovative contributions to the digital media industry [1][3] Company Overview - AdTheorent is a digital media platform that utilizes privacy-forward methods and advanced machine learning to execute high-performing programmatic digital advertising campaigns for brands and agencies [2][4] - The company focuses on scoring ad impressions based on statistical likelihood rather than targeting user IDs, which differentiates its approach in the advertising landscape [2][4] Technology and Innovation - AdTheorent employs custom machine learning models tailored to each campaign goal, enabling automated execution and optimization of advertising efforts [2][4] - The platform's algorithm-based, ID-independent audience targeting solution redefines targetable digital audiences, enhancing campaign delivery and performance [2][4] Recognition and Awards - In addition to the recent award, AdTheorent has received multiple accolades, including "Best Buy-Side Programmatic Platform" in the 2023 Digiday Technology Awards and recognition for innovation in AI and digital advertising [5] - The company has been honored with Frost & Sullivan's "Digital Advertising Leadership Award" seven times, underscoring its leadership in the industry [5]

Core Viewpoint - AdTheorent Holding Company has announced the withdrawal of a non-binding acquisition proposal of $3.35 per share, which was submitted during the go-shop period following a definitive merger agreement with Cadent, LLC, for $3.21 per share in cash, totaling approximately $324 million [1][2]. Group 1: Acquisition Proposal - A third party submitted a non-binding acquisition proposal to acquire AdTheorent for $3.35 per share but has since withdrawn it and does not intend to submit another proposal [1]. - The definitive merger agreement with Cadent, LLC, involves acquiring all outstanding shares of AdTheorent common stock for $3.21 per share, amounting to around $324 million [1]. Group 2: Regulatory Updates - The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act expired on May 6, 2024, which was a condition for closing the transaction with Cadent [2]. - AdTheorent plans to mail a definitive proxy statement to its stockholders for a special meeting to approve the Cadent transaction [2]. Group 3: Company Overview - AdTheorent utilizes advanced machine learning technology to deliver impactful advertising campaigns, focusing on predictive targeting and audience extension solutions [3]. - The company has received numerous awards, including "Best Buy-Side Programmatic Platform" in the 2023 Digiday Technology Awards and has been recognized as a top workplace in NYC for ten consecutive years [4].

Core Points - AdTheorent Holding Company, Inc. is set to be acquired by Cadent, LLC for $3.21 per share in cash, totaling approximately $324 million, following the expiration of the HSR waiting period on May 6, 2024 [1] Company Overview - AdTheorent utilizes advanced machine learning technology to provide impactful advertising campaigns, focusing on predictive targeting and audience extension solutions [2] - The company is headquartered in New York and operates across fourteen locations in the United States and Canada [2] Awards and Recognition - AdTheorent has received multiple awards, including "Best Buy-Side Programmatic Platform" in the 2023 Digiday Technology Awards and has been recognized for six consecutive years with an AI Breakthrough Award [3] - The company has also been named a Crain's Top 100 Best Place to Work in NYC for ten consecutive years, ranking tenth in the Large Employer Category in 2023 [3]

Core Viewpoint - AdTheorent Holding Company is in the process of a merger with Cadent, LLC, which involves Cadent acquiring all outstanding shares of AdTheorent for $3.21 per share, totaling approximately $324 million. A competing acquisition proposal was received during the "go-shop" period, offering $3.35 per share, which may lead to further negotiations [1][2][3]. Group 1: Merger Agreement Details - The "go-shop" period for AdTheorent expired on May 4, 2024, allowing the company to seek alternative acquisition proposals [1]. - A non-binding acquisition proposal was received from a third party during the go-shop period, offering $3.35 per share, which is higher than Cadent's offer [2]. - AdTheorent's board has determined that the new proposal could potentially lead to a superior offer, allowing for further discussions with the third party while still under the existing merger agreement with Cadent [2][3]. Group 2: Company Background - AdTheorent is a pioneer in machine learning technology, providing programmatic advertising solutions that deliver measurable value to marketers [5]. - The company has received multiple awards for its technology and workplace culture, including recognition as a top place to work in NYC for ten consecutive years [6]. - AdTheorent operates a media buying platform that utilizes predictive targeting and audience extension solutions to optimize advertising campaigns [5].

Merger Agreement - The company entered into a Merger Agreement on April 1, 2024, with Cadent, LLC, where the company will merge and become a wholly-owned subsidiary of Cadent [119]. - Each share of the company's Common Stock will be converted into the right to receive $3.21 in cash upon the effective time of the Merger [120]. - The Merger Agreement includes a termination fee of approximately $11.4 million, which may be reduced to $6.5 million under certain conditions [126]. - The Merger is not subject to a financing condition, as Parent has secured equity and debt financing commitments to fund the transaction [127]. - General and administrative expenses surged by $1.835 million or 46.6% to $5.771 million, largely due to professional fees related to a Merger Agreement [147]. Financial Performance - Total revenue for the three months ended March 31, 2024, was $34.857 million, an increase of $2.183 million or 6.7% compared to the same period in 2023 [140]. - The net loss for the three months ended March 31, 2024, was $9.852 million, compared to a net loss of $5.223 million in the same period of 2023, reflecting an increase in loss of 88.5% [140]. - Revenue for the three months ended March 31, 2024, was $34.9 million, an increase from $32.7 million in the same period of 2023, representing a growth of 6.7% [157]. - Adjusted Gross Profit for the three months ended March 31, 2024, was $22.4 million, compared to $20.9 million in the same period of 2023, indicating an increase of 7.1% [157]. - Adjusted EBITDA for the three months ended March 31, 2024, was $0.2 million, down from $0.5 million in the same period of 2023, reflecting a decrease of 50% [160]. - The net loss for the three months ended March 31, 2024, was $9.9 million, compared to a net loss of $5.2 million in the same period of 2023, representing an increase in loss of 89.5% [160]. - Gross Profit as a percentage of Revenue for the three months ended March 31, 2024, was 40.9%, down from 43.7% in the same period of 2023 [163]. - Adjusted Gross Profit as a percentage of Revenue for the three months ended March 31, 2024, was 64.2%, slightly up from 64.0% in the same period of 2023 [163]. Operating Expenses - Operating expenses rose by $4.535 million or 12.6% to $40.456 million for the three months ended March 31, 2024, compared to $35.921 million in the same period of 2023 [141]. - Platform operations expenses increased by $2.214 million or 12.0% to $20.601 million, driven by higher traffic acquisition costs and hosting expenses [142]. - Sales and marketing expenses increased by $0.555 million or 5.4% to $10.862 million, primarily due to increased employee expenses and costs related to meetings and events [145]. Customer Metrics - Active customers decreased from 346 as of March 31, 2023, to 331 as of March 31, 2024, representing a decline of 4% year over year, while average revenue per active customer increased by 3.5% [135]. - The company anticipates that macroeconomic factors such as inflation and rising interest rates may impact future customer acquisition and retention efforts [130]. Cash Flow and Liquidity - As of March 31, 2024, the company had $69.2 million in cash and cash equivalents, with working capital of $107.1 million, indicating sufficient liquidity for operational needs [164]. - The company has a Revolving Credit Facility of up to $40.0 million, with a commitment termination date of December 22, 2026 [166]. - Net cash provided by operating activities decreased by $2.9 million to $1.232 million for the three months ended March 31, 2024, compared to $4.111 million for the same period in 2023 [172][173]. - Cash paid for campaign costs increased by $6.7 million, while cash collected for revenue increased by $2.9 million during the same period [173]. - Net cash used in investing activities increased by $0.3 million to $1.481 million for the three months ended March 31, 2024, primarily due to increased software development costs [174]. - Net cash used in financing activities was $0.8 million for the three months ended March 31, 2024, compared to $0.2 million for the same period in 2023 [175]. - The company expects to continue generating strong positive cash flows as operations scale [171]. Advertising Technology and Strategy - The company utilizes machine learning to score up to 1 million digital ad impressions per second, totaling 75 billion to 85 billion impressions per day [114]. - The company's predictive platform aims to optimize advertising spend, delivering on approximately 0.001% of evaluated advertising requests [115]. - The company has launched the Predictive Audience Builder ("ABi") to create customizable, machine learning-based predictive audiences for various verticals [118]. - The programmatic advertising market's growth is crucial for the company's operating results, with recent macro-economic factors impacting advertiser spending [128]. - The company adheres to privacy-forward advertising methods, avoiding reliance on individualized profiles or cookies [117]. - The company’s health-focused advertising solutions comply with HIPAA and utilize de-identified health data for targeted campaigns [118]. - The company aims to expand into international markets, leveraging its privacy-forward approach to ad targeting to differentiate itself in regulated markets like the European Union [132]. Tax and Accounting - The benefit for income taxes was $0.7 million for the three months ended March 31, 2024, compared to a provision of $2.4 million in the same period of 2023, reflecting a change of $3.1 million [152]. - The company evaluates the creditworthiness of customers regularly, with standard payment terms ranging from 30 to 60 days [171]. - The company has not identified any critical accounting estimates other than those related to the valuation of Private Placement Warrants and Seller's Earn-out liabilities [176]. - The expected term for the Private Placement Warrants and Seller's Earn-out is based on the time until expiration, with a dividend yield anticipated to remain at zero [176].