false 0001838672 0001838672 2023-11-22 2023-11-22 0001838672 adth:CommonStockParValue0.0001PerShare2Member 2023-11-22 2023-11-22 0001838672 adth:WarrantsToPurchaseCommonStock1Member 2023-11-22 2023-11-22

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 22, 2023

 

 

AdTheorent Holding Company, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-40116   85-3978415
(State or Other Jurisdiction
of Incorporation)		  

(Commission

File Number)

   (IRS Employer
Identification No.)

 

330 Hudson Street

13th Floor

  
New York, New York   10013
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (800) 804-1359

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange

on which registered

Common stock, par value $0.0001 per share   ADTH   The Nasdaq Stock Market
Warrants to purchase common stock   ADTHW   The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 22, 2023, Zia Uddin resigned from the Board of Directors (the “Board”) of AdTheorent Holding Company, Inc. (the “Company”). Mr. Uddin was a member of the Board’s Audit Committee (the “Audit Committee”). The resignation of Mr. Uddin was not the result of any disagreement with the Company on any matter relating to its operations, policies or practices. In connection with Mr. Uddin’s resignation, the Board reduced the size of the Board to eight directors.

Concurrent with the resignation of Mr. Uddin from the Board, the Board appointed John Black to serve as a member of the Audit Committee.

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

      AdTheorent Holding Company, Inc.
Date: November 24, 2023     By:  

/s/ James Lawson

     

James Lawson

Chief Executive Officer

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Nov. 22, 2023
Document And Entity Information [Line Items]  
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Document Type 8-K
Document Period End Date Nov. 22, 2023
Entity Registrant Name AdTheorent Holding Company, Inc.
Entity Incorporation State Country Code DE
Entity File Number 001-40116
Entity Tax Identification Number 85-3978415
Entity Address, Address Line One 330 Hudson Street
Entity Address, Address Line Two 13th Floor
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10013
City Area Code (800)
Local Phone Number 804-1359
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Pre Commencement Issuer Tender Offer false
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Document And Entity Information [Line Items]  
Security 12b Title Common stock, par value $0.0001 per share
Trading Symbol ADTH
Security Exchange Name NASDAQ
Warrants To Purchase Common Stock 1 [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Warrants to purchase common stock
Trading Symbol ADTHW
Security Exchange Name NASDAQ
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