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United States securities and exchange commission logo
August 25, 2022
Ian Schuman
Partner
Latham & Watkins LLP
1271 Avenue of the Americas
New York, New York 10020
Re: MarketWise, Inc.
Schedule TO-I
Filed August 17,
2022
File No. 005-91587
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Form S-4
Filed August 17,
2022
File No. 333-266927
Dear Mr. Schuman:
We have reviewed your filings 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 these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have
additional comments.
All defined terms have the same meaning as in your offer materials.
Schedule TO-I and Form S-4 filed August 17, 2022
The Offer and Consent Solicitation; Conditions to the Offer and Consent
Solicitation, page 15
1. We note the following
statement: "The failure by us at any time to exercise any of the
foregoing rights shall
not be deemed a waiver of any such right and each such right shall
be deemed a continuing
right which may be asserted at any time and from time to time
prior to the Expiration
Date." This language suggests that if a condition is triggered and
the offeror fails to
assert the condition, the offeror will not lose the right to assert the
condition at a later
time. Please note that when a condition is triggered and the offeror
decides to proceed with
the Offer anyway, we believe that this decision is tantamount to a
Ian Schuman
FirstName LastNameIan
Latham & Watkins LLP Schuman
Comapany
August 25, NameLatham
2022 & Watkins LLP
August
Page 2 25, 2022 Page 2
FirstName LastName
waiver of the triggered condition(s). Depending on the materiality of
the waived
condition and the number of days remaining in the Offer, the offeror
may be required to
extend the Offer and recirculate new disclosure to security holders.
Please revise this
language accordingly. In addition, when an offer condition is
triggered by events that
occur during the offer period and before the expiration of the Offer,
the offeror should
inform holders how it intends to proceed immediately, rather than
waiting until the end of
the offer period, unless the condition is one where satisfaction of
the condition may be
determined only upon expiration. Please confirm the Company's
understanding in your
response letter.
2. We note the following statement in this section: "The foregoing
conditions are solely for
our benefit, and we may assert one or more of the conditions
regardless of the
circumstances giving rise to any such conditions." All offer
conditions must be objective
and outside the control of the offeror to avoid implicating Regulation
14E's prohibition on
illusory offers. Revise the quoted language to avoid the impression
that actions or
inaction by the offeror can implicate an offer condition.
3. Clarify here whether the Offer is conditioned on the Consent
Solicitation. While we
understand that security holders holding over 50% of the warrants have
agreed to consent
to their amendment, we also note the disclosure that such consents are
invalid if the terms
of the Offer change in a manner adverse to such holders. Please revise
or advise.
4. Clarify in your disclosure what is meant by a general limitation on
prices for securities in
U.S. securities or financial markets.
Market Information, Dividends, and Related Stockholders Matters, page 23
5. Please disclose the high and low sales prices for the public warrants
and Class A shares in
the principal market for each quarter during the past two years. See
Item 2 of Schedule
TO and Item 1002 of Reg. M-A.
General
6. Based on the disclosure in Item 10 of the Schedule TO, it appears that
MarketWise is
intending to incorporate by reference the information required by Item
1010(a) of
Regulation M-A. In circumstances where a filing person elects to
incorporate by
reference the information required by Item 1010(a), all of the
summarized financial
information required by Item 1010(c) must be disclosed in the document
furnished to
security holders, in this case the prospectus. See Instruction 1 to
Item 10 of
Schedule TO and telephone interpretation I.H.7 in the July 2001
supplement to our
Manual of Publicly Available Telephone Interpretations available
on the Commission s
website at http://www.sec.gov. Please revise to include the
information required by Item
1010(c) of Regulation M-A.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Ian Schuman
Latham & Watkins LLP
August 25, 2022
Page 3
Please direct any questions to Michael Killoy at 202-551-7576 or
Christina Chalk at 202-
551-3263.
FirstName LastNameIan Schuman Sincerely,
Comapany NameLatham & Watkins LLP
Division of
Corporation Finance
August 25, 2022 Page 3 Office of Mergers &
Acquisitions
FirstName LastName