UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. )*
Under the Securities Exchange Act of 1934
MarketWise, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Titles of Class of Securities)
57064P 107
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐Rule 13d-1(c)
☒Rule 13d-1(d)
* The remainder of this cover page shall be filled out of a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13G
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CUSIP No. 57064P 107 |
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(1) |
Names of reporting persons
Ascendant Sponsor LP |
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(2) |
Check the appropriate box if a member of a group (see instructions)
(a) ☐ (b) ☐ |
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(3) |
SEC use only
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(4) |
Citizenship or place of organization
Cayman Islands |
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Number of |
(5) |
Sole voting power
10,170,000 (1) |
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shares beneficially owned by |
(6) |
Shared voting power
- 0 - |
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each reporting person |
(7) |
Sole dispositive power
10,170,000 (1) |
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with: |
(8) |
Shared dispositive power
- 0 - |
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(9) |
Aggregate amount beneficially owned by each reporting person
10,170,000 (1) |
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(10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ |
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(11) |
Percent of class represented by amount in Row (9)
40.4% (2) |
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(12) |
Type of reporting person (see instructions)
OO |
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(1) |
The securities are held directly by Ascendant Sponsor LP (the “Sponsor”). Ascendant Sponsor GP LLC (the “GP”) is the general partner of the Sponsor and has voting and investment discretion with respect to the securities held by the Sponsor. David Gomberg is the manager of the GP and has voting and investment discretion with respect to the securities held by the general partner. The Sponsor owns 10,170,000 shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), of MarketWise, Inc. (f/k/a Ascendant Digital Acquisition Corp.) (the “Issuer”). |
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(2) |
Based on 25,152,469 shares of Class A Common Stock and 291,092,303 shares of Class B common stock, par value $0.0001 per share, of the Issuer (the “Class B Common Stock”) outstanding as of November 10, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 12, 2021 (the “Form 10-Q”). Each share of Class A Common Stock and Class B Common Stock have one vote per share. As a result, the Sponsor has approximately 3.2% of the overall voting power of the outstanding shares of common stock. |
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CUSIP No. 57064P 107 |
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(1) |
Names of reporting persons
Ascendant Sponsor GP LLC |
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(2) |
Check the appropriate box if a member of a group (see instructions)
(a) ☐ (b) ☐ |
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(3) |
SEC use only
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(4) |
Citizenship or place of organization
Cayman Islands |
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Number of |
(5) |
Sole voting power
10,170,000 (1) |
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shares beneficially owned by |
(6) |
Shared voting power
- 0 - |
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each reporting person |
(7) |
Sole dispositive power
10,170,000 (1) |
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with: |
(8) |
Shared dispositive power
- 0 - |
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(9) |
Aggregate amount beneficially owned by each reporting person
10,170,000 (1) |
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(10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ |
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(11) |
Percent of class represented by amount in Row (9)
40.4% (2) |
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(12) |
Type of reporting person (see instructions)
OO |
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(1) |
The securities are held directly by the Sponsor. The GP is the general partner of the Sponsor and has voting and investment discretion with respect to the securities held by the Sponsor. David Gomberg is the manager of the GP and has voting and investment discretion with respect to the securities held by the GP. The Sponsor owns 10,170,000 shares of Class A Common Stock of the Issuer. |
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(2) |
Based on 25,152,469 shares of Class A Common Stock and 291,092,303 shares of Class B Common Stock outstanding as of November 10, 2021, as reported in the Form 10-Q. Each share of Class A Common Stock and Class B Common Stock have one vote per share. As a result, the Sponsor has approximately 3.2% of the overall voting power of the outstanding shares of common stock. |
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CUSIP No. 57064P 107 |
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(1) |
Names of reporting persons
David Gomberg |
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(2) |
Check the appropriate box if a member of a group (see instructions)
(a) ☐ (b) ☐ |
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(3) |
SEC use only
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(4) |
Citizenship or place of organization
United States |
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Number of |
(5) |
Sole voting power
10,170,000 (1) |
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shares beneficially owned by |
(6) |
Shared voting power
- 0 - |
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each reporting person |
(7) |
Sole dispositive power
10,170,000 (1) |
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with: |
(8) |
Shared dispositive power
- 0 - |
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(9) |
Aggregate amount beneficially owned by each reporting person
10,170,000 (1) |
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(10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ |
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(11) |
Percent of class represented by amount in Row (9)
40.4% (2) |
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(12) |
Type of reporting person (see instructions)
IN |
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(1) |
The securities are held directly by the Sponsor. The GP is the general partner of the Sponsor and has voting and investment discretion with respect to the securities held by the Sponsor. David Gomberg is the manager of the GP and has voting and investment discretion with respect to the securities held by the GP. The Sponsor owns 10,170,000 shares of Class A Common Stock of the Issuer. |
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(2) |
Based on 25,152,469 shares of Class A Common Stock and 291,092,303 shares of Class B Common Stock outstanding as of November 10, 2021, as reported in the Form 10-Q. Each share of Class A Common Stock and Class B Common Stock have one vote per share. As a result, the Sponsor has approximately 3.2% of the overall voting power of the outstanding shares of common stock. |
Item 1(a). Name of Issuer:
MarketWise, Inc. (f/k/a Ascendant Digital Acquisition Corp.)
Item 1(b). Address of Issuer’s Principal Executive Offices:
667 Madison Avenue,
New York, New York 10065
Item 2(a). Name of Person Filing:
This statement is filed on behalf of the following persons (collectively, the “Reporting Persons”):
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1. |
Ascendant Sponsor LP |
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2. |
Ascendant Sponsor GP LLC |
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3. |
David Gomberg |
Item 2(b). Address of Principal Business Office or, if none, Residence:
The principal business address of each the Reporting Persons is as follows:
667 Madison Avenue
New York, New York 10065
Item 2(c). Citizenship:
See responses to Item 4 on each cover page.
Item 2(d). Titles of Classes of Securities:
Class A Common Stock
Item 2(e). CUSIP Number:
57064P 107
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):
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(a) |
☐ Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o). |
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(b) |
☐ Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). |
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(c) |
☐ Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). |
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(d) |
☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
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(e) |
☐ Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). |
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(f) |
☐ Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
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(g) |
☐ Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
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(h) |
☐ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
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(i) |
☐ Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). |
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(j) |
☐ Non-U.S. institution, in accordance with § 240.13d-1(b)(1)(ii)(J). |
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(k) |
☐ Group in accordance with §240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution:
Item 4. Ownership
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(a) |
Amount beneficially owned: |
See response to Item 9 on each cover page.
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(b) |
Percent of class: |
See response to Item 11 on each cover page.
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(c) |
Number of shares as to which such person has: |
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(i) |
Sole power to vote or to direct the vote: |
See response to Item 5 on each cover page.
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(ii) |
Shared power to vote or to direct the vote: |
See response to Item 6 on each cover page.
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(iii) |
Sole power to dispose or to direct the disposition of: |
See response to Item 7 on each cover page.
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(iv) |
Shared power to dispose or to direct the disposition of: |
See response to Item 8 on each cover page.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☐
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
Not Applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2022
ASCENDANT SPONSOR LP
By:/s/ Jordan Leon
Name:Jordan Leon
Title:Attorney-in-Fact
ASCENDANT SPONSOR GP LLC
By:/s/ Jordan Leon
Name:Jordan Leon
Title:Attorney-in-Fact
DAVID GOMBERG
By:/s/ Jordan Leon
Name:Jordan Leon
Title:Attorney-in-Fact
Exhibit Index
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Exhibit No. |
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Description |
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Exhibit 1 |
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Exhibit 1
JOINT FILING AGREEMENT
This joint filing agreement (this “Agreement”) is made and entered into as of this 14th day of February 2022, by and between Ascendant Sponsor LP, Ascendant Sponsor GP LLC and David Gomberg.
The parties to this Agreement hereby acknowledge and agree that the foregoing statement on Schedule 13G in respect of the shares of Class A common stock, par value $0.0001 per share, of MarketWise, Inc. is filed on behalf of each of the parties to this Agreement and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The parties to this Agreement acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein or therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.
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ASCENDANT SPONSOR LP |
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By: /s/ David Gomberg |
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Name: David Gomberg |
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Title: Manager |
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ASCENDANT SPONSOR GP LLC |
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/s/ David Gomberg |
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Name: |
David Gomberg |
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Title: |
Manager |
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DAVID GOMBERG |
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/s/ David Gomberg |
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Name: David Gomberg |
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