(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

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))

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

The Transaction Agreement Proposal. To approve and adopt the Business Combination Agreement, dated as of March 1, 2021 (the “Business Combination Agreement”), by and among ADAC, MarketWise, LLC (formerly known as Beacon Street Group, LLC), a Delaware limited liability company, all of the members of MarketWise, LLC party thereto (the “Sellers”), and Shareholder Representative Services LLC (solely in its capacity as the representative of the Sellers thereunder), a Colorado limited liability company (the “Sellers Representative”) (as amended by that certain Amendment No. 1 to the Business Combination Agreement, dated as of May 21, 2021, by and among ADAC, MarketWise, and Sellers Representative, and by that certain Amendment No. 2 to the Business Combination Agreement, dated as of June 16, 2021, by and among ADAC, MarketWise, and Sellers Representative, and as the same may be further amended from time to time, the “Transaction Agreement”). The Transaction Agreement provides for, among other things, following the Domestication of ADAC to Delaware as described below, the purchase by ADAC of certain units of MarketWise, LLC from the Sellers, ADAC’s capital contribution to MarketWise, LLC in exchange for certain units and warrants in MarketWise, LLC, and ADAC’s issuance of shares of Class B common stock, par value $0.0001 per share, of MarketWise PubCo (the “MarketWise PubCo Class B common stock”) to the Sellers, in each case in accordance with the terms and subject to the conditions of the Transaction Agreement. The Transaction Agreement Proposal was approved. The final voting tabulation for this proposal was as follows:

The Domestication Proposal. To consider and vote upon a proposal to approve by special resolution the change of ADAC’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication” and, together with the other transactions contemplated by the Transaction Agreement, the “Transactions”). The Domestication Proposal was approved. The final voting tabulation for this proposal was as follows:

Organizational Documents Proposal. To consider and vote upon a proposal to approve by special resolution the proposed new certificate of incorporation (“Proposed Charter”) and the proposed new bylaws (“Proposed Bylaws” and, together with the Proposed Charter, the “Proposed Organizational Documents”) of ADAC (which, after the consummation of the Domestication and the filing with and acceptance by the Secretary of State of Delaware of the certificate of domestication in accordance with Section 388 of the Delaware General Corporation Law (the “DGCL”) will be a corporation incorporated in the State of Delaware), which will be renamed “MarketWise, Inc.” in connection with the Transactions. The Organizational Documents Proposal was approved. The final voting tabulation for this proposal was as follows:

The Advisory Organizational Documents Proposals. To consider and vote upon the following seven separate, non-binding advisory proposals (collectively, the “Advisory Organizational Documents Proposals”) to approve by special resolution the following material differences between the Cayman Constitutional Documents and the Proposed Organizational Documents:

Advisory Organizational Documents Proposal 4A. To authorize the change in the authorized capital stock of ADAC from 200,000,000 Class A ordinary shares, par value $0.0001 per share (the “ADAC Class A ordinary shares”), 20,000,000 Class B ordinary shares, par value $0.0001 per share (the “ADAC Class B ordinary shares” and, together with the ADAC Class A ordinary shares, the “ordinary shares”), and 1,000,000 preference shares, par value $0.0001 per share, to 1,350,000,000 shares of common stock of MarketWise PubCo (the “MarketWise PubCo common stock”), consisting of 950,000,000 shares of Class A common stock, par value $0.0001 per share, of MarketWise PubCo (the “MarketWise PubCo Class A common stock”), 300,000,000 shares of Class B common stock, par value $0.0001 per share, of MarketWise PubCo (the “MarketWise PubCo Class B common stock”), and 100,000,000 shares of preferred stock, par value $0.0001 per share, of MarketWise PubCo (the “MarketWise PubCo preferred stock”). Advisory Organizational Documents Proposal 4A was approved. The final voting tabulation for this proposal was as follows:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

29,830,168

Advisory Organizational Documents Proposal 4B. To authorize adopting Delaware as the exclusive forum for certain stockholder litigation. The Advisory Organizational Documents Proposal 4B was approved. The final voting tabulation for this proposal was as follows:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

29,811,576

Advisory Organizational Documents Proposal 4C. To authorize electing not to be governed by Section 203 of the DGCL relating to takeovers by interested stockholders and, instead, be governed by a provision substantially similar to Section 203 of the DGCL. Advisory Organizational Documents Proposal 4C was approved. The final voting tabulation for this proposal was as follows:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

28,330,880

Advisory Organizational Documents Proposal 4D. To approve provisions providing that the affirmative vote of at least two-thirds of the voting power of all the then-outstanding shares of capital stock entitled to vote generally in the election of directors will be required for stockholders to adopt, amend, or repeal the Proposed Bylaws. Advisory Organizational Documents Proposal 4D was approved. The final voting tabulation for this proposal was as follows:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

28,500,250

Advisory Organizational Documents Proposal 4E. To approve provisions permitting the removal of a director only for cause and only by the affirmative vote of the holders of at least a majority of the outstanding shares entitled to vote at an election of directors. Advisory Organizational Documents Proposal 4E was approved. The final voting tabulation for this proposal was as follows:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

28,330,434

Advisory Organizational Documents Proposal 4F. To approve provisions requiring stockholders to take action at an annual or special meeting and prohibit stockholder action by written consent in lieu of a meeting. The Advisory Organizational Documents Proposal 4F was approved. The final voting tabulation for this proposal was as follows:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

28,328,946

Advisory Organizational Documents Proposal 4G. To provide for certain additional changes, including, among other things, (i) changing the corporate name from “Ascendant Digital Acquisition Corp.” to “MarketWise, Inc.”, (ii) making MarketWise PubCo’s corporate existence perpetual, and (iii) removing certain provisions related to ADAC’s status as a blank check company that will no longer be applicable upon consummation of the Transactions, all of which ADAC’s board of directors believes is necessary to adequately address the needs of MarketWise PubCo after the Transactions. Advisory Organizational Documents Proposal 4G was approved. The final voting tabulation for this proposal was as follows:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

30,602,824

The Stock Issuance Proposal. To consider and vote upon a proposal to approve by ordinary resolution for purposes of complying with the applicable provisions of NYSE Listing Rule 312.03, the issuance of (i) shares of MarketWise PubCo Class A common stock to the PIPE Investors pursuant to the PIPE Investment and (ii) shares of MarketWise PubCo Class A common stock and MarketWise PubCo Class B common stock to the Sellers pursuant to the terms of the Transaction Agreement and MarketWise, LLC’s amended and restated operating agreement entered into pursuant to the Transaction Agreement. The Stock Issuance Proposal was approved. The final voting tabulation for this proposal was as follows:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

31,546,660

The Incentive Award Plan Proposal. To consider and vote upon a proposal to approve by ordinary resolution the MarketWise, Inc. 2021 Incentive Award Plan. The Incentive Award Plan Proposal was approved. The final voting tabulation for this proposal was as follows:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

31,746,565

The ESPP Proposal. To consider and vote upon a proposal to approve by ordinary resolution the MarketWise, Inc. 2021 Employee Stock Purchase Plan. The ESPP Proposal was approved. The final voting tabulation for this proposal was as follows:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

31,917,624

The Director Election Proposal. To consider and vote upon a proposal, assuming the Condition Precedent Proposals are approved, to elect nine directors to serve on MarketWise PubCo’s board of directors, each for a term expiring at the 2022 annual meeting of stockholders or until such director’s successor has been duly elected and qualified, or until such director’s earlier death, resignation, retirement, or removal; alternatively, in the event the Condition Precedent Proposals are not approved, to elect two directors as Class I directors on ADAC’s board of directors, each to serve for a term of three years expiring at the annual meeting of shareholders to be held in 2024 or until such director’s successor has been duly elected and qualified, or until such director’s earlier death, resignation, retirement, or removal (the “Director Election Proposal”). The Director Election Proposal was approved. The final voting tabulation for this proposal was as follows:

NOMINEE

Mark Arnold

Mark Gerhard

Riaan Hodgson

Michael Palmer

Stephen Sjuggerud

Manuel Borges

Elizabeth Burton

Paul Idzik

Van Simmons

Exhibits.

Exhibit No.

Description

Ascendant Digital Acquisition Corp.

/s/ Mark Gerhard