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United States securities and exchange commission logo
June 14, 2021
Mark Gerhard
Chief Executive Officer
Ascendant Digital Acquisition Corp.
667 Madison Avenue, 5th Floor
New York, New York 10065
Re: Ascendant Digital
Acquisition Corp.
Amendment No. 2 to
Registration Statement on Form S-4
Filed May 28, 2021
File No. 333-254720
Dear Mr. Gerhard:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our May
26, 2021 letter.
Form S-4/A filed May 28, 2021
U.S. Federal Income Tax Considerations, page 157
1. We note your response
to prior comment no. 1; however neither your added disclosure nor
tax opinion makes clear
that tax counsel is opining on the consequences to U.S. holders of
the Domestication
qualifying as a reorganization. Please revise accordingly.
Unaudited Pro Forma Condensed Consolidated Financial Information
Unaudited Pro Forma Condensed Consolidated Balance Sheets, page 178
2. We note in your
response to comment 3 that the determination of whether MarketWise
PubCo will redeem
Common Units and shares of Class B common stock by issuing shares
of Class A common stock
or by paying cash (an Election Decision ) will be made by the
Mark Gerhard
Ascendant Digital Acquisition Corp.
June 14, 2021
Page 2
Disinterested Majority of the board of directors. The Disinterested
Majority of the
board of directors will exclude any directors who directly or indirectly
have a material
interest (including an economic interest) in such Election Decision. Note
that a board
member, while considered independent for regulatory compliance purposes,
may not be
considered independent for accounting purposes if that member was
appointed to the
board by individuals who currently hold Class B common stock and Common
Units.
Therefore, if a majority of the Disinterested Majority is comprised of
board members
nominated by holders of the Common Units and shares of Class B common
stock, the
cash redemption feature may be outside of the Company s control. Please
advise us or
revise your pro forma balance sheet presentation and the applicable
related disclosures.
You may contact Joseph Kempf, Senior Staff Accountant, at (202)
551-3352 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Alexandra Barone,
Staff Attorney, at (202) 551-8816 or Larry Spirgel, Office Chief, at (202)
551-3815 with any
other questions.
Sincerely,
FirstName LastNameMark Gerhard
Division of
Corporation Finance
Comapany NameAscendant Digital Acquisition Corp.
Office of Technology
June 14, 2021 Page 2
cc: Elliott Smith, Esq.
FirstName LastName