Prospectus Supplement No. 2 | Filed pursuant to Rule 424(b)(3) | ||||
(To Prospectus dated March 15, 2022) | Registration Statement No. 333-258734 | ||||
MARKETWISE, INC.
This prospectus supplement updates, amends and supplements the prospectus dated March 15, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-258734). Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus.
This prospectus supplement is being filed to update, amend, and supplement the information included in the Prospectus with the information contained in our Current Report on Form 8-K filed with the SEC on June 6, 2022, which is set forth below.
This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.
Our shares of Class A common stock are listed on The Nasdaq Global Market (the “Nasdaq”) under the symbol “MKTW.” On June 15, 2022 the closing sale price of our Class A common stock was $3.67 per share. Our public warrants are listed on the Nasdaq under the symbol “MKTW W.” On June 15, 2022, the closing sale price of our public warrants was $0.45 per warrant.
Investing in shares of our Class A common stock or warrants involves risks that are described in the “Risk Factors” section beginning on page 12 of the Prospectus.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is June 16, 2022
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): June 2, 2022
MarketWise, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-39405 | 87-1767914 | |||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||
| 1125 N. Charles St. | |||||||||||
| Baltimore, | Maryland | 21201 | |||||||||
| (Address of principal executive offices, including zip code) | |||||||||||
(888) 261-2693
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K 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 | ||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act | ||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act | ||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act | ||||
Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Class A common stock, $0.0001 par value per share | MKTW | The Nasdaq Stock Market LLC | ||||||||||||
| Warrants to purchase Class A common stock | MKTWW | The Nasdaq Stock Market LLC | ||||||||||||
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 5.07. Submission of Matters to a Vote of Security Holders.
On June 2, 2022, MarketWise, Inc. (the “Company”) held its Annual Meeting of Stockholders (“Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the two proposals set forth below. A more detailed description of each proposal is set forth in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 20, 2022 (the “Proxy Statement”).
Proposal 1 - Election of Directors
Riaan Hodgson, Manuel Borges and Van Simmons were each elected to serve until the 2025 Annual Meeting of Stockholders and until their respective successors shall have been duly elected and qualified, by the following votes:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Riaan Hodgson | 292,477,272 | 11,785,652 | 3,292,226 | |||||||||||||||||
| Manuel Borges | 299,308,186 | 4,954,738 | 3,292,226 | |||||||||||||||||
| Van Simmons | 303,823,970 | 438,954 | 3,292,226 | |||||||||||||||||
Proposal 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm
The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022, by the following votes:
| Votes For | Votes Against | Votes Abstained | ||||||||||||
| 307,529,646 | 25,095 | 409 | ||||||||||||
SIGNATURE
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 hereunto duly authorized.
| MarketWise, Inc. | ||||||||
| Date: June 6, 2022 | By: | /s/ Gary Anderson | ||||||
| Name: | Gary Anderson | |||||||
| Title: | General Counsel and Corporate Secretary | |||||||