--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-24-030833" form_type: "8-K" ticker: null cik: "0001838672" company_name: "AdTheorent Holding Company, Inc." filed_at: "2024-06-21T23:59:59+00:00" generated_at: "2026-06-01T02:57:53.119665+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.95 calibrated_materiality_score: 0.95 confidence: "high" source: SEC EDGAR --- # AdTheorent acquired by Cadent for $3.21/share; stock delisted from Nasdaq ## Summary - Merger completed June 21, 2024; shareholders receive $3.21 per share all-cash, total consideration ~$324M. - AdTheorent common stock ceased trading and delisted from Nasdaq; Form 15 filed to suspend SEC reporting. - Board replaced: eight prior directors removed; Samuel Nasso, David Brassard, Alexandre Goulet, Nicholas Troiano, Gregory Coleman appointed. - CEO James Lawson signed Transition Services Agreement to remain President of AdTheorent through Dec 31, 2024. - Company warrants: exercise price temporarily reduced to $2.74 for 30 days post-close, then reverts to $11.50. ## SEC filing metadata - accession: 0001140361-24-030833 - form_type: 8-K - cik: 0001838672 - company_name: AdTheorent Holding Company, Inc. - filed_at: 2024-06-21T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.95 - calibrated_materiality_score: 0.95 - confidence: high - sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.03, 5.02, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1838672/000114036124030833/0001140361-24-030833-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1838672/000114036124030833/ef20031401_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-24-030833 - JSON: https://secwatch.observer/filing/0001140361-24-030833.json - Plain text: https://secwatch.observer/filing/0001140361-24-030833.txt ## Key facts - Executive change Alexandre Goulet was appointed as Director at AdTheorent Holding Company, Inc.. - Action: became - Role: Director source text: Samuel Nasso, David Brassard, Alexandre Goulet, Nicholas Troiano and Gregory Coleman became the directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1838672/000114036124030833/0001140361-24-030833-index.htm - Executive change Shuangxiu Yu departed as Director at AdTheorent Holding Company, Inc.. - Action: ceased - Role: Director source text: each of Eric Tencer, James Lawson, John Black, Kihara Kiarie, Vineet Mehra, Danielle Qi, Ben Tatta, and Shuangxiu Yu ceased to be a member of the board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1838672/000114036124030833/0001140361-24-030833-index.htm - Executive change Vineet Mehra departed as Director at AdTheorent Holding Company, Inc.. - Action: ceased - Role: Director source text: each of Eric Tencer, James Lawson, John Black, Kihara Kiarie, Vineet Mehra, Danielle Qi, Ben Tatta, and Shuangxiu Yu ceased to be a member of the board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1838672/000114036124030833/0001140361-24-030833-index.htm - Executive change Eric Tencer departed as Director at AdTheorent Holding Company, Inc.. - Action: ceased - Role: Director source text: each of Eric Tencer, James Lawson, John Black, Kihara Kiarie, Vineet Mehra, Danielle Qi, Ben Tatta, and Shuangxiu Yu ceased to be a member of the board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1838672/000114036124030833/0001140361-24-030833-index.htm - Executive change Nicholas Troiano was appointed as Director at AdTheorent Holding Company, Inc.. - Action: became - Role: Director source text: Samuel Nasso, David Brassard, Alexandre Goulet, Nicholas Troiano and Gregory Coleman became the directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1838672/000114036124030833/0001140361-24-030833-index.htm - Executive change David Brassard was appointed as Director at AdTheorent Holding Company, Inc.. - Action: became - Role: Director source text: Samuel Nasso, David Brassard, Alexandre Goulet, Nicholas Troiano and Gregory Coleman became the directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1838672/000114036124030833/0001140361-24-030833-index.htm - Executive change Samuel Nasso was appointed as Director at AdTheorent Holding Company, Inc.. - Action: became - Role: Director source text: Samuel Nasso, David Brassard, Alexandre Goulet, Nicholas Troiano and Gregory Coleman became the directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1838672/000114036124030833/0001140361-24-030833-index.htm - Executive change Ben Tatta departed as Director at AdTheorent Holding Company, Inc.. - Action: ceased - Role: Director source text: each of Eric Tencer, James Lawson, John Black, Kihara Kiarie, Vineet Mehra, Danielle Qi, Ben Tatta, and Shuangxiu Yu ceased to be a member of the board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1838672/000114036124030833/0001140361-24-030833-index.htm - Executive change John Black departed as Director at AdTheorent Holding Company, Inc.. - Action: ceased - Role: Director source text: each of Eric Tencer, James Lawson, John Black, Kihara Kiarie, Vineet Mehra, Danielle Qi, Ben Tatta, and Shuangxiu Yu ceased to be a member of the board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1838672/000114036124030833/0001140361-24-030833-index.htm - Executive change Kihara Kiarie departed as Director at AdTheorent Holding Company, Inc.. - Action: ceased - Role: Director source text: each of Eric Tencer, James Lawson, John Black, Kihara Kiarie, Vineet Mehra, Danielle Qi, Ben Tatta, and Shuangxiu Yu ceased to be a member of the board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1838672/000114036124030833/0001140361-24-030833-index.htm - Executive change Gregory Coleman was appointed as Director at AdTheorent Holding Company, Inc.. - Action: became - Role: Director source text: Samuel Nasso, David Brassard, Alexandre Goulet, Nicholas Troiano and Gregory Coleman became the directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1838672/000114036124030833/0001140361-24-030833-index.htm - Executive change Danielle Qi departed as Director at AdTheorent Holding Company, Inc.. - Action: ceased - Role: Director source text: each of Eric Tencer, James Lawson, John Black, Kihara Kiarie, Vineet Mehra, Danielle Qi, Ben Tatta, and Shuangxiu Yu ceased to be a member of the board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1838672/000114036124030833/0001140361-24-030833-index.htm - Executive change James Lawson departed as Director at AdTheorent Holding Company, Inc.. - Action: ceased - Role: Director source text: each of Eric Tencer, James Lawson, John Black, Kihara Kiarie, Vineet Mehra, Danielle Qi, Ben Tatta, and Shuangxiu Yu ceased to be a member of the board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1838672/000114036124030833/0001140361-24-030833-index.htm - M&A Transactions AdTheorent Holding Company, Inc. underwent a change of control involving Cadent, LLC for approximately $324 million (closed 2024-06-21). - Action: change of control - Counterparty: Cadent, LLC - Consideration: approximately $324 million - Closing: 2024-06-21 source text: corporation and a wholly-owned subsidiary of Parent. The total amount of consideration payable to the Company’s equityholders in connection with the Merger was approximately $324 million. The funds used by Parent to consummate the Merger and complete the related transactions came from equity contributions and subordinated debt financing provided by certain evidence_url: https://www.sec.gov/Archives/edgar/data/1838672/000114036124030833/0001140361-24-030833-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.