0001628280-23-038021 | 10-Q | XBRL Viewer

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Summary of Significant Accounting Policies	9 Months Ended
Summary of Significant Accounting Policies	Sep. 30, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Basis of Consolidation The accompanying condensed consolidated financial statements include the accounts of MarketWise, Inc. and its subsidiary, MarketWise, LLC, a variable interest entity (“VIE”) for which MarketWise, Inc. is deemed to be the primary beneficiary. MarketWise, Inc. is a holding company that owns a minority economic interest in MarketWise, LLC but, through its role as the managing member of MarketWise, LLC, controls all of the business and operations of MarketWise, LLC. Therefore, MarketWise, LLC and its subsidiaries are included in the Company’s condensed consolidated financial statements. As of September 30, 2023, MarketWise, Inc. had a 10.6% ownership interest in MarketWise, LLC. The Company determined that MarketWise, LLC is the primary beneficiary of a VIE, and therefore, the assets, liabilities, and results of operations of that VIE are included in the Company’s condensed consolidated financial statements. The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All intercompany balances and transactions have been eliminated in consolidation. The accompanying statements of operations include certain expenses incurred by, and charged to us by, a related party for general corporate services. These expenses are based primarily on direct usage when identifiable, direct capital expenditures, or other relevant allocations during the respective periods. We believe the assumptions underlying the accompanying condensed consolidated financial statements, including the assumptions regarding these expenses from this related party, are reasonable. Actual results may differ from these expenses, assumptions and estimates. The amounts recorded in the accompanying condensed consolidated financial statements are not necessarily indicative of the actual amount of such indirect expenses that would have been recorded had we been a separate independent entity. Unaudited Interim Financial Information The accompanying unaudited condensed consolidated financial statements and the related footnote disclosures have been prepared by us in accordance with GAAP for interim financial reporting and as required by Rule 10-01 of Regulation S-X. Accordingly, the unaudited condensed consolidated financial statements may not include all of the information and notes required by GAAP for audited financial statements. The year-end December 31, 2022 consolidated balance sheet data included herein was derived from audited financial statements but does not include all disclosures required by GAAP for complete financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of items of a normal and recurring nature, necessary to present fairly our financial position as of September 30, 2023, the results of operations, comprehensive income, stockholders’ deficit, and cash flows for the three and nine months ended September 30, 2023 and 2022. The results of operations for the three and nine months ended September 30, 2023 and 2022 are not necessarily indicative of the results to be expected for the full year. The information contained herein should be read in conjunction with the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission (“SEC”). Management considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated through the date of issuance of these condensed financial statements. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made in the accompanying condensed consolidated financial statements include, but are not limited to, the fair value of common units, derivatives, warrants, valuation of assets acquired and liabilities assumed in business combinations, useful lives of intangible assets with definite lives, benefit period of deferred contract acquisition costs, determination of standalone selling prices, estimated life of lifetime customers, recoverability of goodwill and long-lived assets, valuation allowances on deferred tax assets, the incremental borrowing rates to calculate lease liabilities and right-of-use (“ROU”) assets and certain accruals. We evaluate our estimates and assumptions on an ongoing basis using historical experience and other factors and adjust those estimates and assumptions when facts and circumstances dictate. Actual results could differ from those estimates. Emerging Growth Company We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Noncontrolling Interest Noncontrolling interest represents the Company’s noncontrolling interest in consolidated subsidiaries which are not attributable, directly or indirectly, to the controlling Class A common stock ownership of the Company. Net income for the three and nine months ended September 30, 2023 and 2022 was attributable to consolidated MarketWise, Inc. and its respective noncontrolling interests. As of September 30, 2023, MarketWise, Inc.’s controlling interest in MarketWise, LLC was 10.6% and the noncontrolling interest was 89.4%. For the three months ended September 30, 2023, net income attributable to controlling interests included a $691 tax provision, and for the nine months ended September 30, 2023, net income attributable to controlling interests included a $2,046 tax provision, both of which were solely attributable to the controlling interest. As of September 30, 2022, MarketWise, Inc.’s controlling interest in MarketWise, LLC was 9.0% and the noncontrolling interest was 91.0%. For the three months ended September 30, 2022 net income attributable to controlling interests included a $3,868 loss on warrant liabilities and a $1,383 tax provision, and for the nine months ended September 30, 2022 net income attributable to controlling interests included a $14,931 gain on warrant liabilities and a $3,945 tax provision, both of which were solely attributable to the controlling interest.

Earnings Per Share - Computation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Numerator:
Net income	$ 12,044	$ 16,509	$ 52,392	$ 73,569
Less: Net income attributable to noncontrolling interests	11,904	20,521	50,749	59,875
Net income attributable to Class A common stockholders	140	(4,012)	1,643	13,694
Net income attributable to Class A common stockholders	$ 140	$ (4,012)	$ 1,643	$ 13,694
Denominator:
Weighted average shares outstanding (in shares)	32,910	23,533	30,883	23,233
Basic earnings per share (USD per share)	$ 0.00	$ (0.17)	$ 0.05	$ 0.59
Weighted average shares outstanding (in shares)	33,632	23,566	31,996	23,267
Diluted earnings per share (USD per share)	$ 0.00	$ (0.17)	$ 0.05	$ 0.59

Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - Recurring - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Assets:
Total assets	$ 125,311	$ 80,327
Liabilities:
Total liabilities	3,597	1,281
Other
Liabilities:
Profits interests, noncurrent	643
Derivative liabilities, noncurrent	2,954	1,281
Money market funds
Assets:
Money market funds	125,311	80,327
Level 1
Assets:
Total assets	125,311	80,327
Liabilities:
Total liabilities	0	0
Level 1 \| Other
Liabilities:
Profits interests, noncurrent	0
Derivative liabilities, noncurrent	0	0
Level 1 \| Money market funds
Assets:
Money market funds	125,311	80,327
Level 2
Assets:
Total assets	0	0
Liabilities:
Total liabilities	0	0
Level 2 \| Other
Liabilities:
Profits interests, noncurrent	0
Derivative liabilities, noncurrent	0	0
Level 2 \| Money market funds
Assets:
Money market funds	0	0
Level 3
Assets:
Total assets	0	0
Liabilities:
Total liabilities	3,597	1,281
Level 3 \| Other
Liabilities:
Profits interests, noncurrent	643
Derivative liabilities, noncurrent	2,954	1,281
Level 3 \| Money market funds
Assets:
Money market funds	$ 0	$ 0

Revenue Recognition - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of Revenue [Line Items]
Net revenue	$ 106,150	$ 119,934	$ 336,027	$ 384,746
Related Party
Disaggregation of Revenue [Line Items]
Net revenue	351	637	1,250	1,363
Nonrelated Party
Disaggregation of Revenue [Line Items]
Net revenue	105,799	119,297	334,777	383,383
United States
Disaggregation of Revenue [Line Items]
Net revenue	106,150	119,707	335,936	384,419
International
Disaggregation of Revenue [Line Items]
Net revenue	0	227	91	327
Membership subscriptions
Disaggregation of Revenue [Line Items]
Net revenue	48,177	46,915	137,988	148,219
Term subscriptions
Disaggregation of Revenue [Line Items]
Net revenue	57,404	72,075	196,153	234,102
Non-subscription revenue
Disaggregation of Revenue [Line Items]
Net revenue	569	944	1,886	2,425
Transferred over time
Disaggregation of Revenue [Line Items]
Net revenue	105,581	118,990	334,141	382,321
Transferred at a point in time
Disaggregation of Revenue [Line Items]
Net revenue	569	944	1,886	2,425
Subscriptions
Disaggregation of Revenue [Line Items]
Net revenue	105,581	118,990	334,141	382,321
Subscriptions \| Transferred over time
Disaggregation of Revenue [Line Items]
Net revenue	105,581	118,990	334,141	382,321
Subscriptions \| Transferred at a point in time
Disaggregation of Revenue [Line Items]
Net revenue	0	0	0	0
Advertising
Disaggregation of Revenue [Line Items]
Net revenue	192	169	508	606
Advertising \| Transferred over time
Disaggregation of Revenue [Line Items]
Net revenue	0	0	0	0
Advertising \| Transferred at a point in time
Disaggregation of Revenue [Line Items]
Net revenue	192	169	508	606
Revenue Share \| Related Party
Disaggregation of Revenue [Line Items]
Net revenue	351	637	1,250	1,363
Revenue Share \| Nonrelated Party
Disaggregation of Revenue [Line Items]
Net revenue	26	138	128	456
Revenue Share \| Transferred over time \| Related Party
Disaggregation of Revenue [Line Items]
Net revenue	0	0	0	0
Revenue Share \| Transferred over time \| Nonrelated Party
Disaggregation of Revenue [Line Items]
Net revenue	0	0	0	0
Revenue Share \| Transferred at a point in time \| Related Party
Disaggregation of Revenue [Line Items]
Net revenue	351	637	1,250	1,363
Revenue Share \| Transferred at a point in time \| Nonrelated Party
Disaggregation of Revenue [Line Items]
Net revenue	$ 26	$ 138	$ 128	$ 456

Acquisitions

9 Months Ended

Sep. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Acquisitions

2023 Acquisition

In July 2023, the Company acquired a business for cash of $170 and the transaction was accounted for as a business combination in accordance with ASC 805, Business Combinations. The Company does not consider this acquisition to be material.

Buttonwood Publishing

During third quarter 2022, we acquired 100% ownership of certain assets and liabilities from Crowdability, Inc. (“Buttonwood Publishing transaction”), a provider of financial newsletters, for cash of $12,770. The Buttonwood Publishing transaction was accounted for using the acquisition method of accounting for business combinations. The following table summarizes the fair value of assets acquired and liabilities assumed as of the acquisition date:


Right of use asset	$	50
Goodwill	8,019
Tradenames	709
Customer relationships	9,350
Total assets acquired	18,128

Deferred revenue, current	(2,648)
Operating lease liabilities, current	(22)
Operating lease liabilities, noncurrent	(28)
Deferred revenue, noncurrent	(2,660)

Liabilities assumed	(5,358)

Net assets acquired	$	12,770

The excess purchase consideration over the fair values of assets acquired and liabilities assumed was recorded as goodwill. The acquired intangible assets related to the Buttonwood Publishing transaction are amortized over their estimated useful lives. Accordingly, the tradenames are amortized over 9.0 years and customer relationships are amortized over 6.5 years. Amortization for the acquired intangible assets was $382 and $217 for the three months ended September 30, 2023 and 2022, respectively, and $1,135 for the nine months ended September 30, 2023.

Revenue from Buttonwood Publishing was $987 and $788 for the three months ended September 30, 2023 and 2022, respectively, and $3,233 for the nine months ended September 30, 2023.

Stock-Based Compensation - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 3,575	$ 2,153	$ 10,956	$ 7,190
Common Stock - Class A
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense			$ 1,144
Shares issued after withholding for tax (in shares)			417,684
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted stock (in shares)			5,098,818
Exercisable (in shares)	0		0
RSU and SAR
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			4 years
Total stock-based compensation expense	$ 2,848	2,086	$ 8,893	6,828
SARs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted stock (in shares)			0
Exercisable (in shares)	829,619		829,619
Remaining contractual term			8 years
Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for issuance (in shares)	6,728,300		6,728,300
Total stock-based compensation expense	$ 84	67	$ 276	362
Amount withheld on behalf of employees	$ 230		$ 230
Issued stock (in shares)			231,165,000
Purchase price of common stock, percent of fair market value			85.00%
Issued stock			$ 332,184
2021 Incentive Award Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for issuance (in shares)	33,960,802		33,960,802
Total stock-based compensation expense	$ 2,848	2,086	$ 10,037	6,828
2021 Incentive Award Plan \| Common Stock - Class A
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted stock (in shares)			715,000
2021 Incentive Award Plan \| RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted stock (in shares)			5,098,818
Profits interests
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 643	$ 0	$ 643	$ 0

Organization	9 Months Ended
Organization	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization	Organization MarketWise, Inc. (“MarketWise,” “the Company,” “we,” “us,” or “our”) is a holding company that has no material assets other than its ownership in MarketWise, LLC, and operates and controls all of the businesses and operations of MarketWise, LLC and its subsidiaries. The Company provides independent investment research for investors around the world. We believe we are a leading content and technology multi-brand platform for self-directed investors. We offer a comprehensive portfolio of high-quality, independent investment research, as well as several software and analytical tools, on a subscription basis. While our headquarters are in Baltimore, Maryland, we operate multiple subsidiaries in the United States. On July 21, 2021, MarketWise, Inc. became a publicly traded company as a result of completing the business combination, recapitalization and other transactions with Ascendant Digital Acquisition Corp. (“ADAC” or “Sponsor”), a special purpose acquisition company, MarketWise, LLC, all of the members of MarketWise, LLC (the “MarketWise Members”), and Shareholder Representative Services LLC (collectively, the “Transactions”).

Revenue Recognition - Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended
Revenue Recognition - Narrative (Details) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Contract liability, revenue recognized	$ 69,978,000	$ 72,852,000	$ 256,627,000	$ 266,246,000
Accounts receivable	5,958,000		5,958,000		$ 4,040,000
Impairment on capitalized costs	0	$ 0	0	$ 0
Remaining performance obligation	$ 619,216,000		$ 619,216,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01
Disaggregation of Revenue [Line Items]
Remaining performance obligation, percentage	47.00%		47.00%
Remaining performance obligation, timing of satisfaction	12 months		12 months

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Condensed Consolidated Statement of Stockholders’ Deficit (Unaudited) - USD ($) $ in Thousands	Total	Common Stock - Class A	Common Stock - Class B	Total Stockholders’ Deficit Attributable to MarketWise, Inc.	Common Stock Common Stock - Class A	Common Stock Common Stock - Class B	Preferred Stock	Additional paid-in capital	Accumulated deficit	Accumulated Other Comprehensive Income (Loss)	Noncontrolling Interest
Common stock, beginning balance (in shares) at Dec. 31, 2021					24,718,402	291,092,303
Beginning balance at Dec. 31, 2021	$ (405,262)			$ (48,545)	$ 2	$ 29	$ 0	$ 97,548	$ (146,115)	$ (9)	$ (356,717)
Preferred stock, beginning balance (in shares) at Dec. 31, 2021							0
Stockholders' Deficit
Equity-based compensation	7,190			7,190				7,190
Proceeds from issuance of common stock (in shares)					161,178
Proceeds from issuance of common stock	517			517				517
Issuance of common stock - warrant exchanges (in shares)					5,939,739
Issuance of common stock - warrant exchanges	$ 14,401			14,401	$ 1			14,400
Repurchases of stock (in shares)	(2,484,717)				(2,484,717)
Repurchases of stock	$ (13,054)			(13,054)				(13,054)
Vesting of restricted stock units (in shares)					487,900
Restricted stock units withheld to pay taxes	(511)			(511)				(511)
Acquisition of noncontrolling interest - Chaikin	(297)			(1,257)				(1,257)			960
Distributions	(4,476)										(4,476)
Foreign currency translation adjustments	(100)			(100)						(100)
Net income	73,569			13,694					13,694		59,875
Common stock, ending balance (in shares) at Sep. 30, 2022					28,822,502	291,092,303
Ending balance at Sep. 30, 2022	(328,023)			(27,665)	$ 3	$ 29	$ 0	104,833	(132,421)	(109)	(300,358)
Preferred stock, ending balance (in shares) at Sep. 30, 2022							0
Common stock, beginning balance (in shares) at Jun. 30, 2022					22,505,103	291,092,303
Beginning balance at Jun. 30, 2022	(359,607)			(38,445)	$ 2	$ 29	$ 0	90,048	(128,409)	(115)	(321,162)
Preferred stock, beginning balance (in shares) at Jun. 30, 2022							0
Stockholders' Deficit
Equity-based compensation	2,153			2,153				2,153
Issuance of common stock - warrant exchanges (in shares)					5,939,739
Issuance of common stock - warrant exchanges	14,401			14,401	$ 1			14,400
Vesting of restricted stock units (in shares)					377,660
Restricted stock units withheld to pay taxes	(511)			(511)				(511)
Acquisition of noncontrolling interest - Chaikin	(297)			(1,257)				(1,257)			960
Distributions	(677)										(677)
Foreign currency translation adjustments	6			6						6
Net income	16,509			(4,012)					(4,012)		20,521
Common stock, ending balance (in shares) at Sep. 30, 2022					28,822,502	291,092,303
Ending balance at Sep. 30, 2022	(328,023)			(27,665)	$ 3	$ 29	$ 0	104,833	(132,421)	(109)	(300,358)
Preferred stock, ending balance (in shares) at Sep. 30, 2022							0
Common stock, beginning balance (in shares) at Dec. 31, 2022		29,039,655	291,092,303		29,039,655	291,092,303
Beginning balance at Dec. 31, 2022	$ (298,383)			(21,197)	$ 3	$ 29	$ 0	106,852	(128,125)	44	(277,186)
Preferred stock, beginning balance (in shares) at Dec. 31, 2022	0						0
Stockholders' Deficit
Equity-based compensation	$ 10,313			10,313				10,313
Proceeds from issuance of common stock (in shares)					648,849
Proceeds from issuance of common stock	$ 332			332				332
Repurchases of stock (in shares)	0
Vesting of restricted stock units (in shares)					1,657,933
Restricted stock units withheld to pay taxes	$ (1,521)			(1,521)				(1,521)
Cash dividends declared	(902)			(902)				(902)
Distributions	(9,212)										(9,212)
Issuance per redemption of Class B shares for Class A (in shares)			(2,750,000)		(2,750,000)	(2,750,000)
Issuance per redemption of Class B shares for Class A	370			(1,935)				(1,935)			2,305
Foreign currency translation adjustments	11			11						11
Net income	52,392			1,643					1,643		50,749
Common stock, ending balance (in shares) at Sep. 30, 2023		34,096,437	288,342,303		34,096,437	288,342,303
Ending balance at Sep. 30, 2023	$ (246,600)			(13,256)	$ 3	$ 29	$ 0	113,139	(126,482)	55	(233,344)
Preferred stock, ending balance (in shares) at Sep. 30, 2023	0						0
Common stock, beginning balance (in shares) at Jun. 30, 2023					32,073,995	289,842,303
Beginning balance at Jun. 30, 2023	$ (257,251)			(14,414)	$ 3	$ 29	$ 0	112,146	(126,622)	30	(242,837)
Preferred stock, beginning balance (in shares) at Jun. 30, 2023							0
Stockholders' Deficit
Equity-based compensation	$ 2,932			2,932				2,932
Repurchases of stock (in shares)	0
Vesting of restricted stock units (in shares)					522,442
Restricted stock units withheld to pay taxes	$ (415)			(415)				(415)
Cash dividends declared	(462)			(462)				(462)
Distributions	(3,649)										(3,649)
Issuance per redemption of Class B shares for Class A (in shares)			(1,500,000)		(1,500,000)	(1,500,000)
Issuance per redemption of Class B shares for Class A	176			(1,062)				(1,062)			1,238
Foreign currency translation adjustments	25			25						25
Net income	12,044			140					140		11,904
Common stock, ending balance (in shares) at Sep. 30, 2023		34,096,437	288,342,303		34,096,437	288,342,303
Ending balance at Sep. 30, 2023	$ (246,600)			$ (13,256)	$ 3	$ 29	$ 0	$ 113,139	$ (126,482)	$ 55	$ (233,344)
Preferred stock, ending balance (in shares) at Sep. 30, 2023	0						0

Warrant Exchange (Details) $ / shares in Units, $ in Millions	Sep. 30, 2023 shares	Sep. 30, 2022 USD ($) shares	Sep. 19, 2022 shares	Sep. 15, 2022 shares	Sep. 14, 2022	Aug. 17, 2022 $ / shares shares
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Percentage of outstanding warrants					0.96
Warrants outstanding (in shares)	0
Class of warrant or right, expense recognized \| $		$ 2.1
Warrant Exchange Offer \| Common Stock - Class A
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Warrants redemption price per share (USD per share) \| $ / shares						$ 11.50
Number of shares called by each warrant (in shares)						0.1925
Warrants exercised (in shares)			5,725,681
Class of warrants or right, number of warrants exchanged (in shares)			29,743,932
Warrant Amendment
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Warrants outstanding (in shares)		0
Warrant Amendment \| Common Stock - Class A
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Number of shares called by each warrant (in shares)				0.17325		0.17325
Percentage of warrants outstanding exchange ratio						0.10
Warrants exercised (in shares)		214,058
Warrants outstanding (in shares)		1,236,061

Stock-Based Compensation - Stock Based Compensation Expense by Category (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 3,575	$ 2,153	$ 10,956	$ 7,190
2021 Incentive Award Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	2,848	2,086	10,037	6,828
Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	84	67	276	362
Profits interests
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 643	$ 0	$ 643	$ 0

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Revenue Recognition

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Disaggregation of revenues

The following table depicts the disaggregation of revenue according to customer type and is consistent with how we evaluate our financial performance. We believe this depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.


	Three Months Ended September 30, 2023
	Subscriptions		Advertising		Revenue Share (Related Party)		Revenue Share (Third-party)		Total
Timing of transfer:
Transferred over time	$	105,581	$	—	$	—	$	—	$	105,581
Transferred at a point in time	—		192		351		26		569
Total	$	105,581	$	192	$	351	$	26	$	106,150


	Three Months Ended September 30, 2022
	Subscriptions		Advertising		Revenue Share (Related Party)		Revenue Share (Third-party)		Total
Timing of transfer:
Transferred over time	$	118,990	$	—	$	—	$	—	$	118,990
Transferred at a point in time	—		169		637		138		944
Total	$	118,990	$	169	$	637	$	138	$	119,934


	Nine Months Ended September 30, 2023
	Subscriptions		Advertising		Revenue Share (Related Party)		Revenue Share (Third-party)		Total
Timing of transfer:
Transferred over time	$	334,141	$	—	$	—	$	—	$	334,141
Transferred at a point in time	—		508		1,250		128		1,886
Total	$	334,141	$	508	$	1,250	$	128	$	336,027


	Nine Months Ended September 30, 2022
	Subscriptions		Advertising		Revenue Share (Related Party)		Revenue Share (Third-party)		Total
Timing of transfer:
Transferred over time	$	382,321	$	—	$	—	$	—	$	382,321
Transferred at a point in time	—		606		1,363		456		2,425
Total	$	382,321	$	606	$	1,363	$	456	$	384,746

Revenue recognition by subscription type was as follows:


	Three Months Ended September 30,	Nine Months Ended September 30,
		2023		2022		2023		2022
Membership subscriptions		$	48,177	$	46,915	$	137,988	$	148,219
Term subscriptions		57,404		72,075		196,153		234,102
Non-subscription revenue		569		944		1,886		2,425
Total		$	106,150	$	119,934	$	336,027	$	384,746

Revenue for the membership and term subscription types are determined based on the terms of the subscription agreements. Non-subscription revenue consists of revenue from advertising and other revenue from revenue share arrangements and the sale of print products and events, such as webinars and conferences.

Net revenue by principal geographic areas was as follows:


	Three Months Ended September 30,	Nine Months Ended September 30,
		2023		2022		2023		2022
United States		$	106,150	$	119,707	$	335,936	$	384,419
International		—		227		91		327
Total		$	106,150	$	119,934	$	336,027	$	384,746

Revenue by location is determined by the billing entity for the customer.

Contract Balances

The timing of revenue recognition, Billings, cash collections and refunds affects the recognition of accounts receivable, contract assets and deferred revenue. Our current deferred revenue balance in the condensed consolidated balance sheets includes an obligation for refunds for contracts where the provision for refund has not lapsed. Accounts receivable, deferred revenue and obligation for refunds are as follows:


	As of
	September 30, 2023		December 31, 2022
Contract balances
Accounts receivable	$	5,958	$	4,040
Obligations for refunds	$	3,302	$	4,676
Deferred revenue – current	$	290,226	$	310,555
Deferred revenue – non-current	$	325,688	$	348,273

We recognized $69,978 and $72,852 of revenue during the three months ended September 30, 2023 and 2022, respectively, and $256,627 and $266,246 during the nine months ended September 30, 2023 and 2022, respectively, that was included within the beginning contract liability balance of the respective periods. The Company has collected all amounts included in deferred revenue other than $5,958 and $4,040 as of September 30, 2023 and December 31, 2022, respectively, related to the timing of cash settlement with our credit card processors.

Assets Recognized from Costs to Obtain a Contract with a Customer

The following table presents the opening and closing balances of our capitalized costs associated with contracts with customers:














Balance at January 1, 2023	$	197,618
Royalties and sales commissions – additions	22,989
Revenue share and cost per acquisition fees – additions	36,526
Amortization of capitalized costs	(83,081)
Balance at September 30, 2023	$	174,052

We did not recognize any impairment on capitalized costs associated with contracts with customers for the three and nine months ended September 30, 2023 and 2022.

Remaining Performance Obligations

As of September 30, 2023, the Company had $619,216 of remaining performance obligations presented as deferred revenue in the condensed consolidated balance sheets. We expect to recognize approximately 47% of that amount as revenues over the next twelve months, with the remainder recognized thereafter.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
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-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Section 50
-Paragraph 15
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-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Goodwill and Intangible Assets, Net

9 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets, Net

Goodwill

The carrying amounts of goodwill are as follows:





Balance at December 31, 2022	$	31,307
Acquisition	85
Balance at September 30, 2023	$	31,392

Intangible assets, net

Intangible assets, net consisted of the following as of the dates indicated:


	September 30, 2023
	Cost		Accumulated Amortization		Net Book Value		Weighted-Average Remaining Useful Life (in years)
Finite-lived intangible assets:
Customer relationships	$	21,793	$	(12,410)	$	9,383	4.8
Tradenames	4,297		(2,662)		1,635		5.4
Capitalized software development costs	4,500		(2,334)		2,166		3.8
Finite-lived intangible assets, net	30,590		(17,406)		13,184

Indefinite-lived intangible assets:

Internet domain names	1,087		—		1,087
Indefinite-lived intangible assets, net	1,087		—		1,087
Intangible assets, net	$	31,677	$	(17,406)	$	14,271


	December 31, 2022
	Cost		Accumulated Amortization		Net Book Value		Weighted-Average Remaining Useful Life (in years)
Finite-lived intangible assets:
Customer relationships	$	21,718	$	(9,924)	$	11,794	5.4
Tradenames	4,287		(2,265)		2,022		5.8
Capitalized software development costs	3,002		(1,858)		1,144		2.0
Finite-lived intangible assets, net	29,007		(14,047)		14,960

Indefinite-lived intangible assets:

Internet domain names	1,087		—		1,087
Indefinite-lived intangible assets, net	1,087		—		1,087
Intangible assets, net	$	30,094	$	(14,047)	$	16,047

During the three months ended September 30, 2023, the Company determined that impairment indicators were present due to continuing losses with respect to its Buttonwood Publishing business which it had acquired during 2022. As a result, the Company recorded an impairment loss on Buttonwood Publishing’s intangible assets totaling

$584. The Company used a with and without method to determine the fair value of the customer relationships and a relief from royalty method to determine the fair value of the tradenames.

We recorded amortization expense related to finite-lived intangible assets of $936 and $760 for the three months ended September 30, 2023 and 2022, respectively, and $2,775 and $1,793 for the nine months ended September 30, 2023 and 2022, respectively, within depreciation and amortization in the accompanying condensed consolidated statement of operations. These amounts include amortization of capitalized software development costs of $187 and $133 for the three months ended September 30, 2023 and 2022, respectively, and $476 and $368 for the nine months ended September 30, 2023 and 2022, respectively.

We recorded additions to capitalized software development costs of $526 and $1,498 for the three and nine months ended September 30, 2023, respectively. We recorded additions to capitalized software development costs of $55 and $136 for the three and nine months ended September 30, 2022, respectively.

As of September 30, 2023, the total expected future amortization expense for finite-lived intangible assets is as follows:


Remainder of 2023	$	992
2024	3,442
2025	2,879
2026	2,462
2027	1,554
Thereafter	1,855
Finite-lived intangible assets, net	$	13,184

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Preferred stock, par value (USD per share)	$ 0.0001	$ 0.0001
Preferred stock, authorized (in shares)	100,000,000	100,000,000
Preferred stock, issued (in shares)	0	0
Preferred stock, outstanding (in shares)	0	0
Common Stock - Class A
Common stock, par value (USD per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	950,000,000	950,000,000
Common stock, issued (in shares)	34,096,437	29,039,655
Common stock, outstanding (in shares)	34,096,437	29,039,655
Common Stock - Class B
Common stock, par value (USD per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	300,000,000	300,000,000
Common stock, issued (in shares)	288,342,303	291,092,303
Common stock, outstanding (in shares)	288,342,303	291,092,303

Balance Sheet Components (Tables)

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Summary of Property and Equipment, Net

Property and equipment, net consists of the following:


		As of
	Estimated Useful Lives	September 30, 2023		December 31, 2022
Furniture and fixtures	5 years	$	960	$	960
Computers, software and equipment	3 years	1,518		1,458
Leasehold improvements	Shorter of estimated useful life or remaining term of lease	1,271		1,278
		3,749		3,696
Less: Accumulated depreciation and amortization		(3,001)		(2,804)
Total property and equipment, net		$	748	$	892

Summary of Accrued Expenses

Accrued expenses consist of the following:


	As of
	September 30, 2023		December 31, 2022
Commission and variable compensation	$	22,510	$	24,207
Payroll and benefits	4,357		5,258

Other accrued expenses	15,844		16,511
Total accrued expenses	$	42,711	$	45,976

Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Summary of Computation of Basic and Diluted Earnings Per Share

The following tables set forth the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2023 and 2022:


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Basic earnings per share:
Numerator:
Net income	$	12,044	$	16,509	$	52,392	$	73,569
Less: Net income attributable to noncontrolling interests	11,904		20,521		50,749		59,875
Net income attributable to Class A common stockholders	$	140	$	(4,012)	$	1,643	$	13,694

Denominator:
Weighted average shares outstanding (in thousands)	32,910		23,533		30,883		23,233

Basic earnings per share	$	0.00	$	(0.17)	$	0.05	$	0.59

Diluted earnings per share:
Numerator:
Net income	$	12,044	$	16,509	$	52,392	$	73,569
Less: Net income attributable to noncontrolling interests	11,904		20,521		50,749		59,875
Net income attributable to Class A common stockholders	$	140	$	(4,012)	$	1,643	$	13,694

Denominator:
Weighted average shares outstanding (in thousands)	33,632		23,566		31,996		23,267

Diluted earnings per share	$	0.00	$	(0.17)	$	0.05	$	0.59

Condensed Consolidated Statement of Stockholders’ Deficit (Unaudited) (Parenthetical) - $ / shares	3 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2023
Statement of Stockholders' Equity [Abstract]
Common stock, dividend (in dollars per share)	$ 0.01	$ 0.01

Derivative Financial Instruments

9 Months Ended

Sep. 30, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments

Prior to the closing of the Transactions, as part of our compensation and employee retention strategy, we entered into contracts with key employees and independent contractors which contain embedded derivatives. These contracts are intended to compensate the employees or independent contractors for services provided and retain their future services. These embedded derivative instruments are issued in the form of phantom interests in Net Income, as defined by our board of directors (the “Board”), that grant the holder value equal to a percentage of Net Income multiplied by a price multiple. All derivative instruments are recorded at fair value as derivative liabilities on our condensed consolidated balance sheets.

As of September 30, 2023, there is one embedded derivative instrument outstanding. The following table presents information on the location and amounts of derivative instrument gains and losses:


		Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022		2023		2022
Derivatives Not Designated as Hedging Instruments	Location of Gain (Loss) Recognized in Income Statement
Warrants	Other income, net	$	—	$	(3,868)	$	—	$	14,931
Phantom Interests in Net Income	General and administrative	(972)		(160)		(1,673)		695
Total		$	(972)	$	(4,028)	$	(1,673)	$	15,626

See Note 6 – Fair Value Measurements for more information regarding the valuation of our derivative instruments.

Derivative Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Summary of Derivative Instruments, Gains (Losses)

The following table presents information on the location and amounts of derivative instrument gains and losses:


		Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022		2023		2022
Derivatives Not Designated as Hedging Instruments	Location of Gain (Loss) Recognized in Income Statement
Warrants	Other income, net	$	—	$	(3,868)	$	—	$	14,931
Phantom Interests in Net Income	General and administrative	(972)		(160)		(1,673)		695
Total		$	(972)	$	(4,028)	$	(1,673)	$	15,626

Supplemental Cash Flow Information (Tables)

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Summary of Supplemental Cash Flow Disclosures

Supplemental cash flow disclosures are as follows:


	Nine Months Ended September 30,
		2023		2022
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest		$	675	$	589
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases		(1,486)		(1,731)
Operating lease right-of-use assets obtained in exchange for lease obligations		(76)		(795)
Operating lease right-of-use assets obtained in exchange for lease obligations from acquisitions		—		(50)

Supplemental Disclosures of Non-Cash Investing and Financing Activities:

Capitalized software included in accounts payable		71		120
Recording of deferred tax assets and capital contribution related to exchanges of Class B common stock to Class A common stock		2,466		—

		As of September 30,
		2023		2022
Reconciliation of Cash and Cash Equivalents and Restricted Cash:
Cash and cash equivalents		$	194,023	$	147,216
Restricted cash		—		—
Total		$	194,023	$	147,216

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2023	Nov. 06, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	001-39405
Entity Registrant Name	MarketWise, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	87-1767914
Entity Address, Address Line One	1125 N. Charles Street
Entity Address, City or Town	Baltimore
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	21201
City Area Code	(888)
Local Phone Number	261-2693
Title of 12(b) Security	Class A common stock, $0.0001 par value per share
Trading Symbol	MKTW
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Entity Central Index Key	0001805651
Current Fiscal Year End Date	--12-31
Common Stock - Class A
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		39,147,437
Common Stock - Class B
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		288,342,303

Warrant Exchange	9 Months Ended
Warrant Exchange	Sep. 30, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Warrant Exchange	Warrant ExchangeOn August 17, 2022, we commenced an exchange offer (the “Offer”) and consent solicitation (the “Consent Solicitation”) relating to our outstanding Public Warrants and Private Placement Warrants to purchase shares of Class A common stock at $11.50 per share. Each holder was offered the opportunity to receive 0.1925 shares of Class A common stock in exchange for each outstanding warrant tendered by the holder and exchanged pursuant to the Offer. Concurrently with the Offer, we solicited consents from holders of the warrants to amend the warrant agreement that governs all of the warrants (the “Warrant Agreement”) to permit us to require that each warrant outstanding upon the closing of the Offer be exchanged for 0.17325 shares of Class A common stock, which is a ratio 10% less than the exchange ratio applicable to the Offer (such amendment, the “Warrant Amendment”). On September 14, 2022, we concluded the Offer and Consent Solicitation with approximately 96% of the outstanding warrants validly tendered and not withdrawn prior to the expiration of the Offer and Consent Solicitation. Accordingly, on September 19, 2022, we issued 5,725,681 shares of Class A common stock in exchange for the 29,743,932 warrants tendered in the Offer. Additionally, we received the requisite approval of warrant holders to enter into the Warrant Amendment. Accordingly, we and Continental Stock Transfer & Trust Company entered into the Warrant Amendment, dated September 15, 2022, and we exercised our right, in accordance with the terms of the Warrant Amendment, to exchange each warrant that was outstanding upon the closing of the Offer for 0.17325 shares of Class A common stock per warrant. On September 30, 2022, we issued 214,058 shares of Class A common stock in exchange for the 1,236,061 outstanding warrants after closing of the Offering. As a result, there are no outstanding warrants as of September 30, 2022, and the warrants were delisted from trading on the Nasdaq. In connection with the warrant exchange, we paid out a de minimis amount of cash in lieu of fractional shares. We incurred $2.1 million of costs directly related to the warrant exchange, consisting primarily of dealer manager fees and professional, legal, printing, filing, regulatory, and other costs during the three months ended September 30, 2022. These costs were recorded in general and administrative expenses on the condensed consolidated statements of operations as the transactions did not generate any proceeds to us and therefore the costs did not qualify to be deferred or charged to additional paid-in-capital under ASC 340-10-S99-1.

Revenue Recognition - Summary of Contract Balances (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Accounts receivable	$ 5,958	$ 4,040
Obligations for refunds	3,302	4,676
Deferred revenue – current	290,226	310,555
Deferred revenue – non-current	$ 325,688	$ 348,273

Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands						3 Months Ended	9 Months Ended
	Oct. 26, 2023	Oct. 18, 2023	Aug. 03, 2023	Jul. 20, 2023	May 11, 2023	Sep. 30, 2023	Sep. 30, 2023
Subsequent Event [Line Items]
Common stock, dividend (in dollars per share)						$ 0.01	$ 0.01
Dividends, common stock				$ 300		$ 462	$ 902
Common Stock - Class A
Subsequent Event [Line Items]
Common stock, dividend (in dollars per share)			$ 0.01		$ 0.01
Dividends, common stock			$ 500		$ 400
Subsequent Event
Subsequent Event [Line Items]
Distribution (in dollars per share)		$ 0.15
Dividends, common stock	$ 300
Distributions		$ 50,000
Subsequent Event \| Common Stock - Class A
Subsequent Event [Line Items]
Common stock, dividend (in dollars per share)		$ 0.15
Dividends, common stock		$ 50,000

Stock-Based Compensation

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

Included within cost of revenue, sales and marketing, and general and administrative expenses are total stock-based compensation expenses as follows:


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Cost of revenue	$	688	$	438	$	2,379	$	1,496
Sales and marketing	711		514		2,519		1,655
General and administrative	2,176		1,201		6,058		4,039
Total stock based-compensation expense	$	3,575	$	2,153	$	10,956	$	7,190

Total stock-based compensation expense for the three and nine months ended September 30, 2023 and 2022 includes expenses related to our MarketWise, Inc. 2021 Incentive Award Plan (the “2021 Incentive Award Plan”) our 2021 Employee Stock Purchase Plan (“ESPP”), and profits interests as follows:


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
2021 Incentive Award Plan	$	2,848	$	2,086	$	10,037	$	6,828
Employee Stock Purchase Plan	84		67		276		362
Profits interests	643		—		643		—
Total stock-based compensation expense	$	3,575	$	2,153	$	10,956	$	7,190

2021 Incentive Award Plan

As of September 30, 2023, The Company has reserved a total of 33,960,802 shares of MarketWise Class A common stock for issuance pursuant to the 2021 Incentive Award Plan.

During the nine months ended September 30, 2023, we granted 5,098,818 restricted stock units (“RSUs”) and 715,000 fully vested shares of Class A common stock to certain employees and service providers in aggregate under our 2021 Incentive Award Plan.

For employees and service providers, both RSUs and stock appreciation rights (“SARs”) are primarily time-based and typically vest ratably over four years, as specified in the individual grant notices. The RSUs may entitle the recipients to dividend equivalents if approved by the Plan Administrator, which are subject to the same vesting terms and accumulate during the vesting period. Upon vesting, the RSU holder will be issued a corresponding number of the Company’s Class A common stock. The SARs will be settled in the Company’s Class A common stock upon exercise. The shares to be issued upon exercise of a SAR will have a total market value equal to the

SAR value calculated as (x) number of shares underlying such SAR, multiplied by (y) any excess of the Company’s share value on the date of exercise over the exercise price set in each individual grant notice.

The fair value of the RSU is the same as the Company’s share price on the date of grant. The fair value of the SARs was determined using a Black-Scholes model.

The activities of the RSUs and SARs and the related weighted average grant-date fair value of the respective share classes, including granted, exercised and forfeited, from January 1, 2023 to September 30, 2023, are summarized as follows:


	RSUs			SARs
	Units	Weighted-Average Grant Date Fair Value		Units	Weighted-Average Grant Date Fair Value
Outstanding at January 1, 2023	6,261,543	$	3.45	1,747,473	$	4.05
Granted	5,098,818	1.79		—	—
Exercised or vested	(2,259,892)	3.28		—	—
Forfeited	(604,232)	2.94		(92,885)	4.05

Outstanding at September 30, 2023	8,496,237	$	2.53	1,654,588	$	4.05
Exercisable at September 30, 2023	—	$	—	829,619	$	4.05

The stock compensation expense related to the RSU and SAR grants was $2,848 and $2,086 for the three months ended September 30, 2023 and 2022, respectively, and $8,893 and $6,828 for the nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023, 829,619 of the SARs were exercisable and they have a remaining contractual term of 8.0 years. For the fully vested shares, during the nine months ended September 30, 2023, we issued 417,684 shares of Class A common stock after withholding for taxes, resulting in compensation expense of $1,144.

Employee Stock Purchase Plan

As of September 30, 2023, The Company has reserved for issuance a total of 6,728,300 shares of Class A common stock for the ESPP. The most recent offering period began on July 1, 2023 and ends on December 31, 2023. As of September 30, 2023, $230 has been withheld on behalf of employees for the December 31, 2023 purchase date.

The Company recognized $84 and $67 of stock-based compensation expense related to the ESPP during the three months ended September 30, 2023 and 2022, respectively, and $276 and $362 for the nine months ended September 30, 2023 and 2022, respectively. On each purchase date, eligible employees may purchase the shares at a price per share equal to 85% of the lesser of the fair market value of the Company’s Class A common stock on (1) the first trading day of the offering period, or (2) the last trading day of the offering period. The Company issued 231,165 shares of Class A common stock for $332,184 related to employee purchases under the ESPP during the nine months ended September 30, 2023.

Profits Interests

During the three months ended September 30, 2023, the Company granted fully vested profits interests in a subsidiary of the Company to an employee. The profits interests are accounted for under ASC 718, Compensation—Stock Compensation, and are classified as liability awards, which requires that the awards be remeasured to fair value at the end of each reporting period until the liability is settled. The Company recognized $643 of stock-based compensation expense related to the profits interests during the three months ended September 30, 2023.

Related Party Transactions (Details) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2023

Sep. 30, 2022

Sep. 30, 2023

Sep. 30, 2022

Dec. 31, 2022

Apr. 30, 2020

Net revenue

$ 106,150

$ 119,934

$ 336,027

$ 384,746

Cost of revenue

^[1]

13,812

14,482

43,737

48,328

Related party expense

155

487

290

Other income (expense), net

182

(3,651)

807

15,568

Related party receivables

1,003

$ 1,512

Operating cash flows from operating leases

1,486

1,731

Operating lease right-of-use assets

7,921

9,468

Interest (expense) income, net

1,511

(183)

3,062

(572)

Net revenue

351

637

1,250

1,363

Trade and other payables

1,305

1,004

Operating cash flows from operating leases

441

418

1,309

1,337

Operating lease, expense

602

588

1,802

1,729

Operating lease right-of-use assets

7,804

9,210

Total lease liabilities

6,124

7,041

Revenue Share Expenses | Related Party

Deferred contract acquisition costs capitalized during the period

1,952

397

4,039

2,167

Call Center Support And Other Services Expense | Related Party

Cost of revenue

186

433

680

Marketing and Copywriting Services | Related Party

Cost of revenue

644

1,229

Corporate Functions | Related Party

Related party expense

Revenue Share Expenses, Call Center Support, and Corporate Functions | Related Party

Trade and other payables

1,015

1,043

Fees and Accounting and Marketing Services Revenue | Related Party

Other income (expense), net

225

604

478

Related party receivables

$ 97

$ 403

Class A Unitholder Note Issued April 2020 | Related Party

Related party notes receivable, current

$ 1,148

Interest (expense) income, net

$ 6

$ 16

[1]	(1) Cost of revenue, sales and marketing, general and administrative, and research and development expenses are exclusive of depreciation and amortization shown as a separate line item

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes We are subject to U.S. federal and state taxes with respect to our allocable share of any taxable income or loss of MarketWise, LLC, as well as any stand-alone income or loss we generate. MarketWise, LLC is treated as a partnership for U.S. income tax purposes and for most applicable state and local income tax purposes and generally does not pay income taxes in most jurisdictions. Instead, MarketWise, LLC’s taxable income or loss is passed through to its members, including us. Our effective income tax rate was 5.4% and 3.8% for the three and nine months ended September 30, 2023, respectively, and 7.7% and 5.1% for the three and nine months ended September 30, 2022, respectively. The main driver of the effective income tax rate for the three and nine months ended September 30, 2022 was the income allocation to the non-controlling interest. The main driver of the decrease in the effective tax rate from the three months ended September 30, 2022 is the change in the income allocation to the non-controlling interest. Our effective tax rate for the three and nine months ended September 30, 2023 differs from the U.S. federal statutory rate primarily because we generally do not record income taxes for the noncontrolling portion of pre-tax income. As a result of the reverse capitalization in 2021, we recorded a deferred tax asset resulting from the outside basis difference in our interest in MarketWise, LLC. The Company considers both positive and negative evidence when measuring the need for a valuation allowance. A valuation allowance is not required to the extent that, in management’s judgment, positive evidence exists with a magnitude and duration sufficient to result in a conclusion that it is more likely than not (a likelihood of more than 50%) that the Company’s deferred tax assets will be realized. In evaluating the need for a valuation allowance on the deferred tax asset, the company considered positive evidence related to its historic earnings, forecasted income and reversal of temporary differences. Therefore, the Company recorded a valuation allowance in the amount of $29,088 for certain deferred tax assets that are not more likely than not to be realized. As part of the reverse capitalization in 2021, we entered into a Tax Receivable Agreement (“TRA”) with certain stockholders. Pursuant to our election under Section 754 of the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder, we expect to receive a step up in the tax basis of our ownership in MarketWise, LLC as exchanges of the LLC Units (as defined herein) occur. These increases in tax basis may reduce the amount we may otherwise pay to various tax authorities in the future. The TRA liability represents approximately 85% of the calculated tax savings based on basis adjustments and other carryforward attributes assumed that we anticipate being able to utilize in future years. We will retain the remaining 15% of calculated tax savings. The payments contemplated by the TRA are not conditioned upon any continued ownership interest in MarketWise, LLC. The timing and amount of aggregate payments due pursuant to the TRA may vary based on several factors including the timing and amount of future taxable income, as well as future applicable tax rates. As such, significant inputs and assumptions are used to estimate the future expected payments under the TRA. During the three and nine months ended September 30, 2023, Members of MarketWise, LLC exchanged an aggregate of 1,500,000 and 2,750,000 common units of MarketWise, LLC (“LLC Units”) together with an equal number of shares of Class B common stock for 1,500,000 and 2,750,000 newly-issued shares of Class A common stock, respectively. As a result, we have recorded a liability of $2,096 under the TRA as of September 30, 2023. No payments have been made under the TRA and no payments are expected in the next 12 months. As of September 30, 2023, we had no unrecognized tax positions and believe there will be no changes to uncertain tax positions within the next 12 months.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Summary of Stock-Based Compensation Expense

Included within cost of revenue, sales and marketing, and general and administrative expenses are total stock-based compensation expenses as follows:


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Cost of revenue	$	688	$	438	$	2,379	$	1,496
Sales and marketing	711		514		2,519		1,655
General and administrative	2,176		1,201		6,058		4,039
Total stock based-compensation expense	$	3,575	$	2,153	$	10,956	$	7,190


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
2021 Incentive Award Plan	$	2,848	$	2,086	$	10,037	$	6,828
Employee Stock Purchase Plan	84		67		276		362
Profits interests	643		—		643		—
Total stock-based compensation expense	$	3,575	$	2,153	$	10,956	$	7,190

Summary of Activities of RSUs


	RSUs			SARs
	Units	Weighted-Average Grant Date Fair Value		Units	Weighted-Average Grant Date Fair Value
Outstanding at January 1, 2023	6,261,543	$	3.45	1,747,473	$	4.05
Granted	5,098,818	1.79		—	—
Exercised or vested	(2,259,892)	3.28		—	—
Forfeited	(604,232)	2.94		(92,885)	4.05

Outstanding at September 30, 2023	8,496,237	$	2.53	1,654,588	$	4.05
Exercisable at September 30, 2023	—	$	—	829,619	$	4.05

Summary of Activities of SARs


	RSUs			SARs
	Units	Weighted-Average Grant Date Fair Value		Units	Weighted-Average Grant Date Fair Value
Outstanding at January 1, 2023	6,261,543	$	3.45	1,747,473	$	4.05
Granted	5,098,818	1.79		—	—
Exercised or vested	(2,259,892)	3.28		—	—
Forfeited	(604,232)	2.94		(92,885)	4.05

Outstanding at September 30, 2023	8,496,237	$	2.53	1,654,588	$	4.05
Exercisable at September 30, 2023	—	$	—	829,619	$	4.05

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2023
Accounting Policies [Abstract]
Basis of Consolidation	Basis of Consolidation The accompanying condensed consolidated financial statements include the accounts of MarketWise, Inc. and its subsidiary, MarketWise, LLC, a variable interest entity (“VIE”) for which MarketWise, Inc. is deemed to be the primary beneficiary. MarketWise, Inc. is a holding company that owns a minority economic interest in MarketWise, LLC but, through its role as the managing member of MarketWise, LLC, controls all of the business and operations of MarketWise, LLC. Therefore, MarketWise, LLC and its subsidiaries are included in the Company’s condensed consolidated financial statements. As of September 30, 2023, MarketWise, Inc. had a 10.6% ownership interest in MarketWise, LLC. The Company determined that MarketWise, LLC is the primary beneficiary of a VIE, and therefore, the assets, liabilities, and results of operations of that VIE are included in the Company’s condensed consolidated financial statements. The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All intercompany balances and transactions have been eliminated in consolidation. The accompanying statements of operations include certain expenses incurred by, and charged to us by, a related party for general corporate services. These expenses are based primarily on direct usage when identifiable, direct capital expenditures, or other relevant allocations during the respective periods. We believe the assumptions underlying the accompanying condensed consolidated financial statements, including the assumptions regarding these expenses from this related party, are reasonable. Actual results may differ from these expenses, assumptions and estimates. The amounts recorded in the accompanying condensed consolidated financial statements are not necessarily indicative of the actual amount of such indirect expenses that would have been recorded had we been a separate independent entity.
Unaudited Interim Financial Information	Unaudited Interim Financial Information The accompanying unaudited condensed consolidated financial statements and the related footnote disclosures have been prepared by us in accordance with GAAP for interim financial reporting and as required by Rule 10-01 of Regulation S-X. Accordingly, the unaudited condensed consolidated financial statements may not include all of the information and notes required by GAAP for audited financial statements. The year-end December 31, 2022 consolidated balance sheet data included herein was derived from audited financial statements but does not include all disclosures required by GAAP for complete financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of items of a normal and recurring nature, necessary to present fairly our financial position as of September 30, 2023, the results of operations, comprehensive income, stockholders’ deficit, and cash flows for the three and nine months ended September 30, 2023 and 2022. The results of operations for the three and nine months ended September 30, 2023 and 2022 are not necessarily indicative of the results to be expected for the full year. The information contained herein should be read in conjunction with the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission (“SEC”). Management considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated through the date of issuance of these condensed financial statements.
Use of Estimates	Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made in the accompanying condensed consolidated financial statements include, but are not limited to, the fair value of common units, derivatives, warrants, valuation of assets acquired and liabilities assumed in business combinations, useful lives of intangible assets with definite lives, benefit period of deferred contract acquisition costs, determination of standalone selling prices, estimated life of lifetime customers, recoverability of goodwill and long-lived assets, valuation allowances on deferred tax assets, the incremental borrowing rates to calculate lease liabilities and right-of-use (“ROU”) assets and certain accruals. We evaluate our estimates and assumptions on an ongoing basis using historical experience and other factors and adjust those estimates and assumptions when facts and circumstances dictate. Actual results could differ from those estimates.
Noncontrolling Interest	Noncontrolling Interest Noncontrolling interest represents the Company’s noncontrolling interest in consolidated subsidiaries which are not attributable, directly or indirectly, to the controlling Class A common stock ownership of the Company.

Revenue Recognition (Tables)

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

Summary of Disaggregation of Revenue


	Three Months Ended September 30, 2023
	Subscriptions		Advertising		Revenue Share (Related Party)		Revenue Share (Third-party)		Total
Timing of transfer:
Transferred over time	$	105,581	$	—	$	—	$	—	$	105,581
Transferred at a point in time	—		192		351		26		569
Total	$	105,581	$	192	$	351	$	26	$	106,150


	Three Months Ended September 30, 2022
	Subscriptions		Advertising		Revenue Share (Related Party)		Revenue Share (Third-party)		Total
Timing of transfer:
Transferred over time	$	118,990	$	—	$	—	$	—	$	118,990
Transferred at a point in time	—		169		637		138		944
Total	$	118,990	$	169	$	637	$	138	$	119,934


	Nine Months Ended September 30, 2023
	Subscriptions		Advertising		Revenue Share (Related Party)		Revenue Share (Third-party)		Total
Timing of transfer:
Transferred over time	$	334,141	$	—	$	—	$	—	$	334,141
Transferred at a point in time	—		508		1,250		128		1,886
Total	$	334,141	$	508	$	1,250	$	128	$	336,027


	Nine Months Ended September 30, 2022
	Subscriptions		Advertising		Revenue Share (Related Party)		Revenue Share (Third-party)		Total
Timing of transfer:
Transferred over time	$	382,321	$	—	$	—	$	—	$	382,321
Transferred at a point in time	—		606		1,363		456		2,425
Total	$	382,321	$	606	$	1,363	$	456	$	384,746

Revenue recognition by subscription type was as follows:


	Three Months Ended September 30,	Nine Months Ended September 30,
		2023		2022		2023		2022
Membership subscriptions		$	48,177	$	46,915	$	137,988	$	148,219
Term subscriptions		57,404		72,075		196,153		234,102
Non-subscription revenue		569		944		1,886		2,425
Total		$	106,150	$	119,934	$	336,027	$	384,746

Net revenue by principal geographic areas was as follows:


	Three Months Ended September 30,	Nine Months Ended September 30,
		2023		2022		2023		2022
United States		$	106,150	$	119,707	$	335,936	$	384,419
International		—		227		91		327
Total		$	106,150	$	119,934	$	336,027	$	384,746

Summary of Contract Balances

Accounts receivable, deferred revenue and obligation for refunds are as follows:


	As of
	September 30, 2023		December 31, 2022
Contract balances
Accounts receivable	$	5,958	$	4,040
Obligations for refunds	$	3,302	$	4,676
Deferred revenue – current	$	290,226	$	310,555
Deferred revenue – non-current	$	325,688	$	348,273

Summary of Capitalized Costs Associated with Contracts With Customers

The following table presents the opening and closing balances of our capitalized costs associated with contracts with customers:














Balance at January 1, 2023	$	197,618
Royalties and sales commissions – additions	22,989
Revenue share and cost per acquisition fees – additions	36,526
Amortization of capitalized costs	(83,081)
Balance at September 30, 2023	$	174,052

Balance Sheet Components

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Components

Capitalized Implementation Costs

We capitalized cloud computing implementation costs for customer-relationship management, revenue management, and enterprise resource planning systems of $0 and $360 for the three months ended September 30, 2023 and 2022, respectively, and $71 and $1,392 for the nine months ended September 30, 2023 and 2022, respectively. The capitalized implementation costs are capitalized within other current assets and other assets on the condensed consolidated balance sheets. Amortization expense related to capitalized cloud computing

implementation costs was $238 and $133, for the three months ended September 30, 2023 and 2022, respectively, and $689 and $145 for the nine months ended September 30, 2023 and 2022, respectively.

Property and Equipment, Net

Property and equipment, net consists of the following:


		As of
	Estimated Useful Lives	September 30, 2023		December 31, 2022
Furniture and fixtures	5 years	$	960	$	960
Computers, software and equipment	3 years	1,518		1,458
Leasehold improvements	Shorter of estimated useful life or remaining term of lease	1,271		1,278
		3,749		3,696
Less: Accumulated depreciation and amortization		(3,001)		(2,804)
Total property and equipment, net		$	748	$	892

Depreciation and amortization expense for property and equipment was $65 and $76 for the three months ended September 30, 2023 and 2022, respectively, and $204 and $260 for the nine months ended September 30, 2023 and 2022, respectively.

Accrued Expenses

Accrued expenses consist of the following:


	As of
	September 30, 2023		December 31, 2022
Commission and variable compensation	$	22,510	$	24,207
Payroll and benefits	4,357		5,258

Other accrued expenses	15,844		16,511
Total accrued expenses	$	42,711	$	45,976

Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net income	$ 52,392	$ 73,569
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	2,979	2,053
Impairment and other charges	584	287
Stock-based compensation	10,313	7,190
Change in fair value of warrant liabilities and other liabilities, noncurrent	2,316	(15,626)
Deferred taxes	2,046	3,649
Unrealized losses (gains) on foreign currency	5	(91)
Noncash lease expense	1,590	1,616
Changes in operating assets and liabilities:
Accounts receivable	(1,918)	3,241
Related party receivables and payables, net	810	(1,140)
Prepaid expenses	329	2,371
Other current assets and other assets	562	(774)
Deferred contract acquisition costs	23,566	486
Trade and other payables	1,189	(1,516)
Accrued expenses	(3,265)	(7,151)
Deferred revenue	(44,288)	(24,759)
Operating lease liabilities	(1,111)	(1,486)
Other current and long-term liabilities	(3,198)	(4,156)
Net cash provided by operating activities	44,901	37,763
Cash flows from investing activities:
Cash paid for acquisitions, net of cash acquired	(170)	(12,770)
Acquisition of noncontrolling interests, including transaction costs	0	(297)
Purchases of property and equipment	(60)	(35)
Capitalized software development costs	(1,428)	(136)
Net cash used in investing activities	(1,658)	(13,238)
Cash flows from financing activities:
Proceeds from related party notes receivable, net	0	737
Proceeds from issuance of common stock	332	517
Repurchases of stock	0	(13,054)
Restricted stock units withheld to pay taxes	(1,520)	(511)
Dividends paid	(299)	0
Distributions to noncontrolling interests	(6,319)	(4,476)
Net cash used in financing activities	(7,806)	(16,787)
Effect of exchange rate changes on cash	11	(100)
Net increase in cash, cash equivalents and restricted cash	35,448	7,638
Cash, cash equivalents and restricted cash — beginning of period	158,575	139,578
Cash, cash equivalents and restricted cash — end of period	$ 194,023	$ 147,216

Balance Sheet Components - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 3,749	$ 3,696
Less: Accumulated depreciation and amortization	(3,001)	(2,804)
Total property and equipment, net	$ 748	892
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Estimated Useful Lives	5 years
Property and equipment, gross	$ 960	960
Computers, software and equipment
Property, Plant and Equipment [Line Items]
Estimated Useful Lives	3 years
Property and equipment, gross	$ 1,518	1,458
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 1,271	$ 1,278

Goodwill and Intangible Assets, Net - Schedule of Goodwill (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 31,307
Acquisition	85
Goodwill, ending balance	$ 31,392

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Revenue Recognition - Summary of Capitalized Costs Associated with Contracts With Customers (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)
Capitalized Contract Cost [Roll Forward]
Capitalized costs, beginning balance	$ 197,618
Royalties and sales commissions – additions	22,989
Revenue share and cost per acquisition fees – additions	36,526
Amortization of capitalized costs	(83,081)
Capitalized costs, ending balance	$ 174,052

Fair Value Measurements - Schedule of Fair Value Measurements Inputs (Details)	Sep. 30, 2023	Dec. 31, 2022
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liabilities, measurement input	0.3980	0.3730
Discount Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liabilities, measurement input	0.2240	0.2180
Profit interests, measurement input	0.2280
Credit spread
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liabilities, measurement input	0.0170	0.0020
Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liabilities, measurement input	0.0350	0.0350
Discount for lack of marketability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Profit interests, measurement input	0.3050

Fair Value Measurements - Schedule of Changes in Fair Value of Liabilities (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 1,281	$ 31,347
Establishment of profits interests liability (see Note 9 – Stock-Based Compensation)	1,010
Warrants exchanged for Class A common stock (see Note 15 – Warrant Exchange)		(14,401)
Ending balance	3,597	1,320
Profit Interests
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Change in fair value	(367)
Derivative Instruments
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Change in fair value	$ 1,673	$ (15,626)

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 194,023	$ 158,575
Accounts receivable	5,958	4,040
Prepaid expenses	11,396	11,725
Related party receivables	1,003	1,512
Deferred contract acquisition costs	97,525	99,960
Other current assets	3,058	3,363
Total current assets	312,963	279,175
Property and equipment, net	748	892
Operating lease right-of-use assets	7,921	9,468
Intangible assets, net	14,271	16,047
Goodwill	31,392	31,307
Deferred contract acquisition costs, noncurrent	76,527	97,658
Deferred tax assets	7,751	7,332
Other assets	372	629
Total assets	451,945	442,508
Current liabilities:
Accrued expenses	42,711	45,976
Deferred revenue and other contract liabilities	293,528	315,231
Operating lease liabilities	1,504	1,484
Other current liabilities	21,423	21,125
Total current liabilities	362,421	385,506
Deferred revenue and other contract liabilities, noncurrent	325,688	348,273
Other liabilities, noncurrent	3,597	1,281
Tax receivable agreement liability, noncurrent	2,096	0
Operating lease liabilities, noncurrent	4,743	5,831
Total liabilities	698,545	740,891
Commitments and Contingencies	0	0
Stockholders’ deficit
Preferred stock - par value of $0.0001 per share, 100,000,000 shares authorized; 0 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively	0	0
Additional paid-in capital	113,139	106,852
Accumulated other comprehensive income	55	44
Accumulated deficit	(126,482)	(128,125)
Total stockholders’ deficit attributable to MarketWise, Inc.	(13,256)	(21,197)
Noncontrolling interest	(233,344)	(277,186)
Total stockholders’ deficit	(246,600)	(298,383)
Total liabilities, noncontrolling interest, and stockholders’ deficit	451,945	442,508
Common Stock - Class A
Stockholders’ deficit
Common stock	3	3
Common Stock - Class B
Stockholders’ deficit
Common stock	29	29
Related Party
Current assets:
Operating lease right-of-use assets	7,804	9,210
Current liabilities:
Trade and other payables	1,305	1,004
Nonrelated Party
Current liabilities:
Trade and other payables	$ 1,950	$ 686

Acquisitions - Fair Value of Assets Acquired and Liabilities Assumed - Buttonwood Publishing (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022
Business Acquisition [Line Items]
Goodwill	$ 31,392	$ 31,307
Buttonwood Publishing
Business Acquisition [Line Items]
Right of use asset			$ 50
Goodwill			8,019
Total assets acquired			18,128
Deferred revenue, current			(2,648)
Operating lease liabilities, current			(22)
Operating lease liabilities, noncurrent			(28)
Deferred revenue, noncurrent			(2,660)
Liabilities assumed			(5,358)
Net assets acquired			12,770
Buttonwood Publishing \| Tradenames
Business Acquisition [Line Items]
Finite-lived intangibles			709
Buttonwood Publishing \| Customer relationships
Business Acquisition [Line Items]
Finite-lived intangibles			$ 9,350

Supplemental Cash Flow Information

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Supplemental Cash Flow Information

Supplemental cash flow disclosures are as follows:


	Nine Months Ended September 30,
		2023		2022
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest		$	675	$	589
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases		(1,486)		(1,731)
Operating lease right-of-use assets obtained in exchange for lease obligations		(76)		(795)
Operating lease right-of-use assets obtained in exchange for lease obligations from acquisitions		—		(50)

Supplemental Disclosures of Non-Cash Investing and Financing Activities:

Capitalized software included in accounts payable		71		120
Recording of deferred tax assets and capital contribution related to exchanges of Class B common stock to Class A common stock		2,466		—

		As of September 30,
		2023		2022
Reconciliation of Cash and Cash Equivalents and Restricted Cash:
Cash and cash equivalents		$	194,023	$	147,216
Restricted cash		—		—
Total		$	194,023	$	147,216

Stockholders’ Equity - Narrative (Details) $ / shares in Units, $ in Thousands						3 Months Ended	9 Months Ended		23 Months Ended
	Oct. 26, 2023 USD ($)	Oct. 18, 2023 USD ($) $ / shares	Aug. 03, 2023 USD ($) $ / shares	Jul. 20, 2023 USD ($)	May 11, 2023 USD ($) $ / shares	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) vote $ / shares shares	Sep. 30, 2022 USD ($) shares	Sep. 30, 2023 USD ($) $ / shares shares	Dec. 31, 2022 $ / shares	Nov. 04, 2021 USD ($)
Class of Stock [Line Items]
Common stock, number of votes per share \| vote							1
Common stock, conversion ratio						1	1		1
Common stock, dividend (in dollars per share) \| $ / shares						$ 0.01	$ 0.01
Dividends, common stock				$ 300		$ 462	$ 902
Distribution (in dollars per share) \| $ / shares			$ 0.01		$ 0.01
Distributions			$ 2,900	$ 2,900	$ 2,900
Share repurchase program, amount authorized											$ 35,000
Shares repurchased (in shares) \| shares						0	0	2,484,717	2,984,987
Repurchases of stock							$ 0	$ 13,054
Fees and commissions								$ 25
Aggregate value of shares to be repurchased						$ 18,600	$ 18,600		$ 18,600
Number of common units redeemed for each share of Class A common stock repurchased (in shares) \| shares						1	1		1
Subsequent Event
Class of Stock [Line Items]
Dividends, common stock	$ 300
Distributions	$ 2,900
Marketwise, LLC
Class of Stock [Line Items]
Ownership percentage						10.60%	10.60%	9.00%	10.60%
Ownership percentage						89.40%	89.40%	91.00%	89.40%
Sponsor Earn Out Shares
Class of Stock [Line Items]
Earn out shares (in shares) \| shares						3,051,000	3,051,000		3,051,000
Management Earn Out Shares
Class of Stock [Line Items]
Earn out shares (in shares) \| shares						2,000,000	2,000,000		2,000,000
Common Stock - Class A
Class of Stock [Line Items]
Common stock, par value (USD per share) \| $ / shares						$ 0.0001	$ 0.0001		$ 0.0001	$ 0.0001
Common stock, dividend (in dollars per share) \| $ / shares			$ 0.01		$ 0.01
Dividends, common stock			$ 500		$ 400
Stock issued during period, conversion of units (in shares) \| shares						1,500,000	2,750,000
Common Stock - Class A \| Subsequent Event
Class of Stock [Line Items]
Common stock, dividend (in dollars per share) \| $ / shares		$ 0.15
Dividends, common stock		$ 50,000
Common Stock - Class B
Class of Stock [Line Items]
Common stock, par value (USD per share) \| $ / shares						$ 0.0001	$ 0.0001		$ 0.0001	$ 0.0001
Issuance per redemption of Class B shares for Class A (in shares) \| shares						1,500,000	2,750,000
MarketWise, LLC Units
Class of Stock [Line Items]
Issuance per redemption of Class B shares for Class A (in shares) \| shares						1,500,000	2,750,000

Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Statement of Comprehensive Income [Abstract]
Net income	$ 12,044	$ 16,509	$ 52,392	$ 73,569
Other comprehensive income (loss):
Cumulative translation adjustment	25	6	11	(100)
Total comprehensive income	$ 12,069	$ 16,515	$ 52,403	$ 73,469

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

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Reference 30: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Related Party Transactions	9 Months Ended
Related Party Transactions	Sep. 30, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions We have certain revenue share agreements with related parties. Accordingly, we recognized revenue from related parties of $351 and $637 for the three months ended September 30, 2023 and 2022, respectively, and $1,250 and $1,363 for the nine months ended September 30, 2023 and 2022, respectively. We incurred costs related to revenue share agreements with related parties which are capitalized within deferred contract acquisition costs. We capitalized $1,952 and $397 for the three months ended September 30, 2023 and 2022, respectively, and $4,039 and $2,167 for the nine months ended September 30, 2023 and 2022, respectively. Additionally, a related party provided call center support and other services to the Company for which we recorded an expense within cost of revenue of $80 and $186 for the three months ended September 30, 2023 and 2022, respectively, and $433 and $680 for the nine months ended September 30, 2023 and 2022, respectively. A related party provided marketing and copywriting services to the Company for which we recorded an expense within cost of revenue of $644 and $1,229 for the three and nine months ended September 30, 2023, respectively, and $86 for the three months ended September 30, 2022. A related party also provided certain corporate functions to the Company and the costs of these services are charged to us. We recorded $24 and $21 for the three months ended September 30, 2023 and 2022, respectively, and $78 and $64 for the nine months ended September 30, 2023 and 2022, respectively, within related party expense in the accompanying condensed consolidated statement of operations. We held balances of $1,015 and $1,043 as of September 30, 2023 and December 31, 2022, respectively, of related party payables related to revenue share expenses, call center support, and the services noted above. The balances with our related party are presented net and are included in related party payables, net in the condensed consolidated balance sheet. We earned fees and provided certain accounting and marketing services to companies owned by certain of MarketWise’s Class B stockholders. As a result, we recognized $97 and $225 in other income, net for the three months ended September 30, 2023 and 2022, respectively, and $604 and $478 for the nine months ended September 30, 2023 and 2022, respectively. Related party receivables related to these services were $97 and $403 as of September 30, 2023 and December 31, 2022, respectively. We lease offices from related parties. Lease payments made to related parties were $441 and $418 for the three months ended September 30, 2023 and 2022, respectively, and $1,309 and $1,337 for the nine months ended September 30, 2023 and 2022, respectively. Rent expense of $602 and $588 for the three months ended September 30, 2023 and 2022, respectively, and $1,802 and $1,729 for the nine months ended September 30, 2023 and 2022, respectively, related to leases with related parties, and was recognized in general and administrative expenses. At September 30, 2023 and December 31, 2022, ROU assets of $7,804 and $9,210 and lease liabilities of $6,124 and $7,041, respectively, are associated with leases with related parties. In April 2020 we provided a loan to a related party and recognized a related party note receivable from the unitholder of $1,148. We recognized $6 and $16 in interest income for the three and nine months ended September 30, 2022, respectively. This loan was repaid in October 2022.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Section 50
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	$ 675	$ 589
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	(1,486)	(1,731)
Operating lease right-of-use assets obtained in exchange for lease obligations	(76)	(795)
Operating lease right-of-use assets obtained in exchange for lease obligations from acquisitions	0	(50)
Supplemental Disclosures of Non-Cash Investing and Financing Activities:
Capitalized software included in accounts payable	71	120
Recording of deferred tax assets and capital contribution related to exchanges of Class B common stock to Class A common stock	2,466	0
Reconciliation of Cash and Cash Equivalents and Restricted Cash:
Cash and cash equivalents	194,023	147,216	$ 158,575
Restricted cash	0	0
Total	$ 194,023	$ 147,216	$ 158,575	$ 139,578

Balance Sheet Components - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cloud computing implementation costs capitalized during the period	$ 0	$ 360	$ 71	$ 1,392
Capitalized cloud computing implementation costs amortization expense	238	133	689	145
Depreciation expense	$ 65	$ 76	$ 204	$ 260

Stockholders’ Equity

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

Stockholders’ Equity

The Company’s capital stock consists of (i) issued and outstanding Class A common stock with a par value of $0.0001 per share, and (ii) issued and outstanding Class B common stock with a par value of $0.0001 per share.

The table set forth below reflects information about the Company’s equity, as of September 30, 2023. The 3,051,000 Sponsor earnout shares held in escrow and the 2,000,000 management member earnout shares are considered contingently issuable shares and therefore excluded from the number of Class A common stock issued and outstanding in the table below.


	Authorized	Issued	Outstanding
Common stock – Class A	950,000,000	34,096,437	34,096,437
Common stock – Class B	300,000,000	288,342,303	288,342,303
Preferred stock	100,000,000	—	—
Total	1,350,000,000	322,438,740	322,438,740

Each share of Class A and Class B common stock entitles the holder to one vote per share. Only holders of Class A common stock have the right to receive dividends. In the event of liquidation, dissolution or winding up of the affairs of the Company, only holders of Class A common stock have the right to receive liquidation proceeds, while the holders of Class B common stock are entitled to only the par value of their shares. Class B common stock can be issued only to members of MarketWise, LLC, their respective successors and permitted transferees. Under the terms of the Third Amended and Restated Limited Liability Company Operating Agreement of MarketWise, LLC (the “MarketWise Operating Agreement”), and subject to certain restrictions set forth therein, the MarketWise Members are entitled to have their LLC Units redeemed or exchanged for shares of our Class A common stock, at

our option. If redeemed for cash at the Company’s option, such cash would have to be generated through an offering of shares to the market such that there would not be any situation where there would be a net cash obligation to the Company for such redemption. Shares of our Class B common stock held by any such redeeming or exchanging MarketWise Member will be canceled for no additional consideration on a one-for-one basis with the redeemed or exchanged LLC Units whenever such MarketWise Member’s LLC Units are so redeemed or exchanged. The MarketWise Members may exercise such redemption rights for as long as their LLC Units remain outstanding. Our Board has discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock.

On May 11, 2023, our Board declared a cash dividend to its Class A common stockholders in the amount of $0.01 per share, totaling $0.4 million, and a cash distribution to holders of LLC Units in the amount of $0.01 per unit, totaling $2.9 million, to stockholders and unitholders of record as of the close of business on June 1, 2023. On July 20, 2023, $0.3 million of the dividends and the full distribution of $2.9 million was paid to stockholders and unitholders, respectively.

On August 3, 2023, the Board declared a cash dividend to its Class A common stockholders in the amount of $0.01 per share, totaling $0.5 million, and a cash distribution to holders of LLC Units in the amount of $0.01 per unit, totaling $2.9 million, to stockholders and unitholders of record as of the close of business on September 5, 2023. On October 26, 2023, $0.3 million of the dividends and the full distribution of $2.9 million was paid to stockholders and unitholders, respectively.

Certain of the dividends are attributable to earnout shares and dividend equivalents are attributable to unvested RSUs, and are therefore forfeitable. The Company recorded the full dividend payable as a charge to additional paid-in capital on the declaration date, and forfeitures are reversed as they occur.

The Company intends to pay dividends quarterly in the future, subject to Board approval of any such dividends. Dividends payable and distributions payable are included in other current liabilities in the condensed consolidated balance sheet.

During the three and nine months ended September 30, 2023, pursuant to the terms of the MarketWise Operating Agreement, MarketWise Members exchanged an aggregate of 1,500,000 and 2,750,000 LLC Units, together with an equal number of shares of Class B common stock for 1,500,000 and 2,750,000 newly-issued shares of the Company’s Class A common stock, respectively. As a result of the exchanges, the Company recognized adjustments to non-controlling interests. As of September 30, 2023, MarketWise, Inc.’s controlling interest in MarketWise, LLC was 10.6% and the noncontrolling interest was 89.4%.

On November 4, 2021, our Board authorized the repurchase of up to $35.0 million in aggregate of shares of the Company’s Class A common stock. We did not repurchase any shares during the three and nine months ended September 30, 2023. We did not repurchase any shares during the three months ended September 30, 2022, and we repurchased 2,484,717 shares totaling $13.1 million in aggregate, including fees and commissions of $25 for the nine months ended September 30, 2022. Since the inception of the program we have repurchased 2,984,987 total shares. The maximum dollar value of shares that may yet to be purchased under the plan was $18.6 million as of September 30, 2023. The share repurchase program expired by its terms on November 3, 2023.

For each share of Class A common stock the Company repurchased under the share repurchase program, MarketWise, LLC, the Company’s direct subsidiary, redeemed one LLC Unit held by the Company, decreasing the percentage ownership of MarketWise, LLC by the Company and relatively increasing the ownership by the other unitholders.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
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-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

The following tables summarize our financial assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy as of the dates indicated:


	September 30, 2023
	Level 1		Level 2		Level 3		Aggregate Fair Value
Assets:
Money market funds	$	125,311	$	—	$	—	$	125,311
Total assets	125,311		—		—		125,311
Liabilities:
Profits interests, noncurrent	—		—		643		643
Derivative liabilities, noncurrent	—		—		2,954		2,954



Total liabilities	$	—	$	—	$	3,597	$	3,597


	December 31, 2022
	Level 1		Level 2		Level 3		Aggregate Fair Value
Assets:
Money market funds	$	80,327	$	—	$	—	$	80,327
Total assets	80,327		—		—		80,327
Liabilities:
Derivative liabilities, noncurrent	—		—		1,281		1,281
Total liabilities	$	—	$	—	$	1,281	$	1,281

Schedule of Fair Value Measurements Inputs

The following table provides quantitative information regarding Level 3 fair value measurements inputs for the derivative liabilities at their measurement dates:


	As of
	September 30, 2023		December 31, 2022
Volatility	39.80	%	37.30	%
Discount rate	22.40	%	21.80	%
Credit spread	1.70	%	0.20	%
Risk-free rate	3.50	%	3.50	%

The following table provides quantitative information regarding Level 3 fair value measurements inputs for the profits interests at the measurement date:



	As of
	September 30, 2023
Discount rate	22.80	%
Discount for lack of marketability	30.50	%

Schedule of Changes in Fair Value of Liabilities

The following table summarizes the change in fair value of the liabilities during the nine months ended September 30, 2023 and 2022:


Balance at January 1, 2023	$	1,281
Establishment of profits interests liability (see Note 9 – Stock-Based Compensation)	1,010
Change in fair value of profits interests liability	(367)
Change in fair value of derivative instruments	1,673
Balance at September 30, 2023	$	3,597

Balance at January 1, 2022	$	31,347
Change in fair value of derivative instruments	(15,626)
Warrants exchanged for Class A common stock (see Note 15 – Warrant Exchange)	$	(14,401)
Balance at September 30, 2022	$	1,320

Earnings Per Share - Narrative (Details) - shares	3 Months Ended	9 Months Ended
Earnings Per Share - Narrative (Details) - shares	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Warrants outstanding (in shares)		0
Public Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	20,699,993		20,699,993
Private Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	10,280,000		10,280,000
Sponsor Earn Out Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)		3,051,000
Member Earn Out Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)		2,000,000

Stock-Based Compensation - Activities of RSUs and SARs (Details) - $ / shares	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
RSUs
Shares
Outstanding (in shares)	6,261,543
Granted (in shares)	5,098,818
Vested (RSUs) or Exercised (SARs) (in shares)	(2,259,892)
Forfeited (in shares)	(604,232)
Outstanding (in shares)	8,496,237
Exercisable (in shares)	0
Weighted-Average Grant Date Fair Value
Outstanding (in USD per share)	$ 2.53	$ 3.45
Granted (in USD per share)	1.79
Vested (RSUs) or Exercised (SARs) (in USD per share)	3.28
Forfeited (in USD per share)	2.94
Exercisable (in dollars per share)	$ 0
SARs
Shares
Outstanding (in shares)	1,747,473
Granted (in shares)	0
Vested (RSUs) or Exercised (SARs) (in shares)	0
Forfeited (in shares)	(92,885)
Outstanding (in shares)	1,654,588
Exercisable (in shares)	829,619
Weighted-Average Grant Date Fair Value
Outstanding (in USD per share)	$ 4.05	$ 4.05
Granted (in USD per share)	0
Vested (RSUs) or Exercised (SARs) (in USD per share)	0
Forfeited (in USD per share)	4.05
Exercisable (in dollars per share)	$ 4.05

Earnings Per Share

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Earnings Per Share

The following tables set forth the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2023 and 2022:


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Basic earnings per share:
Numerator:
Net income	$	12,044	$	16,509	$	52,392	$	73,569
Less: Net income attributable to noncontrolling interests	11,904		20,521		50,749		59,875
Net income attributable to Class A common stockholders	$	140	$	(4,012)	$	1,643	$	13,694

Denominator:
Weighted average shares outstanding (in thousands)	32,910		23,533		30,883		23,233

Basic earnings per share	$	0.00	$	(0.17)	$	0.05	$	0.59

Diluted earnings per share:
Numerator:
Net income	$	12,044	$	16,509	$	52,392	$	73,569
Less: Net income attributable to noncontrolling interests	11,904		20,521		50,749		59,875
Net income attributable to Class A common stockholders	$	140	$	(4,012)	$	1,643	$	13,694

Denominator:
Weighted average shares outstanding (in thousands)	33,632		23,566		31,996		23,267

Diluted earnings per share	$	0.00	$	(0.17)	$	0.05	$	0.59

The Company’s potentially dilutive securities and their impact on the computation of diluted earnings per share is as follows:

▪Public and private placement warrants: the public and private placement warrants were "out of the money" during the three and nine months ended September 30, 2022, therefore, net income per share excludes any impact of the 20,699,993 public warrants and 10,280,000 private placement warrants. The warrants were exchanged in September 2022 and there are no warrants outstanding as of September 30, 2023.

▪Sponsor and MarketWise management member earnout shares: the 3,051,000 Sponsor earnout shares and the 2,000,000 MarketWise management member earnout shares granted in connection with the closing of the Transactions held in escrow are excluded from the earnings per share computation in both periods since the earnout contingency has not been met.

▪Restricted stock units: The basic earnings per share calculation includes the impact of vested RSUs. The diluted earnings per share calculation includes the impact of unvested RSUs where the impact is dilutive, unless the Company has a net loss. The diluted earnings per share calculations above exclude certain RSUs

with performance conditions, since the performance conditions were not met, and such RSUs were forfeited as of June 30, 2023.

▪Stock appreciation rights: The diluted earnings per share calculation for the three and nine months ended September 30, 2023 and 2022 excludes the impact of SARs since the effect was antidilutive.

▪ESPP: The basic earnings per share calculation includes the impact of the shares that were issued under the ESPP as of June 30, 2023 and 2022. The diluted earnings per share calculation includes the impact of dilutive shares and excludes the impact of antidilutive shares under the ESPP as of September 30, 2023 and 2022.

Acquisitions (Tables)

9 Months Ended

Sep. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the fair value of assets acquired and liabilities assumed as of the acquisition date:


Right of use asset	$	50
Goodwill	8,019
Tradenames	709
Customer relationships	9,350
Total assets acquired	18,128

Deferred revenue, current	(2,648)
Operating lease liabilities, current	(22)
Operating lease liabilities, noncurrent	(28)
Deferred revenue, noncurrent	(2,660)

Liabilities assumed	(5,358)

Net assets acquired	$	12,770

Goodwill and Intangible Assets, Net - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Impairment of intangible assets	$ 584
Amortization of intangible assets	936	$ 760	$ 2,775	$ 1,793
Amortization of capitalized software development costs	187	133	476	368
Additions to capitalized software development costs	$ 526	$ 55	$ 1,498	$ 136

Goodwill and Intangible Assets, Net (Tables)

9 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The carrying amounts of goodwill are as follows:





Balance at December 31, 2022	$	31,307
Acquisition	85
Balance at September 30, 2023	$	31,392

Schedule of Indefinite-Lived Intangible Assets

Intangible assets, net consisted of the following as of the dates indicated:


	September 30, 2023
	Cost		Accumulated Amortization		Net Book Value		Weighted-Average Remaining Useful Life (in years)
Finite-lived intangible assets:
Customer relationships	$	21,793	$	(12,410)	$	9,383	4.8
Tradenames	4,297		(2,662)		1,635		5.4
Capitalized software development costs	4,500		(2,334)		2,166		3.8
Finite-lived intangible assets, net	30,590		(17,406)		13,184

Indefinite-lived intangible assets:

Internet domain names	1,087		—		1,087
Indefinite-lived intangible assets, net	1,087		—		1,087
Intangible assets, net	$	31,677	$	(17,406)	$	14,271


	December 31, 2022
	Cost		Accumulated Amortization		Net Book Value		Weighted-Average Remaining Useful Life (in years)
Finite-lived intangible assets:
Customer relationships	$	21,718	$	(9,924)	$	11,794	5.4
Tradenames	4,287		(2,265)		2,022		5.8
Capitalized software development costs	3,002		(1,858)		1,144		2.0
Finite-lived intangible assets, net	29,007		(14,047)		14,960

Indefinite-lived intangible assets:

Internet domain names	1,087		—		1,087
Indefinite-lived intangible assets, net	1,087		—		1,087
Intangible assets, net	$	30,094	$	(14,047)	$	16,047

Schedule of Finite-Lived Intangible Assets

Intangible assets, net consisted of the following as of the dates indicated:


	September 30, 2023
	Cost		Accumulated Amortization		Net Book Value		Weighted-Average Remaining Useful Life (in years)
Finite-lived intangible assets:
Customer relationships	$	21,793	$	(12,410)	$	9,383	4.8
Tradenames	4,297		(2,662)		1,635		5.4
Capitalized software development costs	4,500		(2,334)		2,166		3.8
Finite-lived intangible assets, net	30,590		(17,406)		13,184

Indefinite-lived intangible assets:

Internet domain names	1,087		—		1,087
Indefinite-lived intangible assets, net	1,087		—		1,087
Intangible assets, net	$	31,677	$	(17,406)	$	14,271


	December 31, 2022
	Cost		Accumulated Amortization		Net Book Value		Weighted-Average Remaining Useful Life (in years)
Finite-lived intangible assets:
Customer relationships	$	21,718	$	(9,924)	$	11,794	5.4
Tradenames	4,287		(2,265)		2,022		5.8
Capitalized software development costs	3,002		(1,858)		1,144		2.0
Finite-lived intangible assets, net	29,007		(14,047)		14,960

Indefinite-lived intangible assets:

Internet domain names	1,087		—		1,087
Indefinite-lived intangible assets, net	1,087		—		1,087
Intangible assets, net	$	30,094	$	(14,047)	$	16,047

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

As of September 30, 2023, the total expected future amortization expense for finite-lived intangible assets is as follows:


Remainder of 2023	$	992
2024	3,442
2025	2,879
2026	2,462
2027	1,554
Thereafter	1,855
Finite-lived intangible assets, net	$	13,184

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

Derivative Financial Instruments - Schedule of Location and Amounts and Derivative Instruments Gains and Losses (Details) - Derivatives Not Designated as Hedging Instruments - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Derivative [Line Items]
Derivative gains (losses)	$ (972)	$ (4,028)	$ (1,673)	$ 15,626
Warrants
Derivative [Line Items]
Derivative gains (losses)	0	(3,868)	0	14,931
Phantom Interests in Net Income
Derivative [Line Items]
Derivative gains (losses)	$ (972)	$ (160)	$ (1,673)	$ 695

Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Significant Accounting Policies [Line Items]
Income tax expense	$ 691	$ 1,383	$ 2,046	$ 3,945
Gain (loss) on derivative warrant liabilities		$ (3,868)		$ 14,931
Marketwise, LLC
Significant Accounting Policies [Line Items]
Ownership percentage	10.60%	9.00%	10.60%	9.00%
Noncontrolling interest ownership percentage	89.40%	91.00%	89.40%	91.00%

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Income Taxes - Narrative (Details)	3 Months Ended		9 Months Ended
Income Taxes - Narrative (Details)	Sep. 30, 2023 USD ($) shares	Sep. 30, 2022	Sep. 30, 2023 USD ($) shares	Sep. 30, 2022	Dec. 31, 2022 USD ($)
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Effective income tax rate	5.40%	7.70%	3.80%	5.10%
Valuation allowance	$ 29,088,000		$ 29,088,000
Tax savings rate			0.85
Tax receivable agreement, percent of calculated tax savings retained	0.15		0.15
Tax receivable agreement liability, noncurrent	$ 2,096,000		$ 2,096,000		$ 0
Unrecognized tax positions	0		0
Change to uncertain tax positions within the next 12 months	$ 0		$ 0
Common Stock - Class B
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Issuance per redemption of Class B shares for Class A (in shares) \| shares	1,500,000		2,750,000
MarketWise, LLC Units
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Issuance per redemption of Class B shares for Class A (in shares) \| shares	1,500,000		2,750,000
Common Stock - Class A
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Stock issued during period, conversion of units (in shares) \| shares	1,500,000		2,750,000

Stock-Based Compensation - Stock-based Compensation Expense by Statement of Operations Line Item (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 3,575	$ 2,153	$ 10,956	$ 7,190
Cost of revenue
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	688	438	2,379	1,496
Sales and marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	711	514	2,519	1,655
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 2,176	$ 1,201	$ 6,058	$ 4,039

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Goodwill and Intangible Assets, Net - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Finite-lived intangible assets:
Cost	$ 30,590	$ 29,007
Accumulated Amortization	(17,406)	(14,047)
Net Book Value	13,184	14,960
Indefinite-lived intangible assets:
Indefinite-lived intangible assets	1,087	1,087
Cost	31,677	30,094
Intangible assets, net	14,271	16,047
Internet domain names
Indefinite-lived intangible assets:
Indefinite-lived intangible assets	1,087	1,087
Customer relationships
Finite-lived intangible assets:
Cost	21,793	21,718
Accumulated Amortization	(12,410)	(9,924)
Net Book Value	$ 9,383	$ 11,794
Weighted-Average Remaining Useful Life (in years)	4 years 9 months 18 days	5 years 4 months 24 days
Tradenames
Finite-lived intangible assets:
Cost	$ 4,297	$ 4,287
Accumulated Amortization	(2,662)	(2,265)
Net Book Value	$ 1,635	$ 2,022
Weighted-Average Remaining Useful Life (in years)	5 years 4 months 24 days	5 years 9 months 18 days
Capitalized software development costs
Finite-lived intangible assets:
Cost	$ 4,500	$ 3,002
Accumulated Amortization	(2,334)	(1,858)
Net Book Value	$ 2,166	$ 1,144
Weighted-Average Remaining Useful Life (in years)	3 years 9 months 18 days	2 years

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2023
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Subsequent events have been evaluated through November 9, 2023, which is the date that the financial statements were issued. On October 18, 2023, our Board declared a special cash dividend to the Company’s Class A common stockholders in the amount of $0.15 per share and a special cash distribution to holders of LLC Units in the amount of $0.15 per unit, totaling approximately $50 million in the aggregate, to stockholders and unitholders of record as of the close of business on November 10, 2023. The special dividend and distribution will be paid on December 1, 2023.

Goodwill and Intangible Assets, Net - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Remainder of 2023	$ 992
2024	3,442
2025	2,879
2026	2,462
2027	1,554
Thereafter	1,855
Net Book Value	$ 13,184	$ 14,960

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
shares in Thousands, $ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2023

Sep. 30, 2022

Sep. 30, 2023

Sep. 30, 2022

Net revenue

$ 106,150

$ 119,934

$ 336,027

$ 384,746

Operating expenses:

Cost of revenue

^[1]

13,812

14,482

43,737

48,328

Sales and marketing

^[1]

52,466

51,635

150,226

184,922

General and administrative

^[1]

25,005

28,986

80,667

79,895

Research and development

^[1]

2,085

2,173

6,778

6,740

Depreciation and amortization

1,001

836

2,979

2,053

Impairment of intangible assets

584

Related party expense

155

487

290

Total operating expenses

95,108

98,208

285,458

322,228

Income from operations

11,042

21,726

50,569

62,518

Other income (expense), net

182

(3,651)

807

15,568

Interest income (expense), net

1,511

(183)

3,062

(572)

Income before income taxes

12,735

17,892

54,438

77,514

Income tax expense

691

1,383

2,046

3,945

Net income

12,044

16,509

52,392

73,569

Net income attributable to noncontrolling interests

11,904

20,521

50,749

59,875

Net income (loss) attributable to MarketWise, Inc.

$ 140

$ (4,012)

$ 1,643

$ 13,694

Earnings per share - basic (USD per share)

$ 0.00

$ (0.17)

$ 0.05

$ 0.59

Earnings per share - diluted (USD per share)

$ 0.00

$ (0.17)

$ 0.05

$ 0.59

Weighted average shares outstanding - basic (in shares)

32,910

23,533

30,883

23,233

Weighted average shares outstanding - diluted (in shares)

33,632

23,566

31,996

23,267

Nonrelated Party

Net revenue

$ 105,799

$ 119,297

$ 334,777

$ 383,383

Related Party

Net revenue

$ 351

$ 637

$ 1,250

$ 1,363

[1]	(1) Cost of revenue, sales and marketing, general and administrative, and research and development expenses are exclusive of depreciation and amortization shown as a separate line item

Acquisitions - Narrative (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
Acquisitions - Narrative (Details) - USD ($) $ in Thousands	Jul. 31, 2023	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Business Acquisition [Line Items]
Cash paid for acquisitions, net of cash acquired				$ 170	$ 12,770
Amortization of intangible assets		$ 936	$ 760	2,775	$ 1,793
2023 Acquisition
Business Acquisition [Line Items]
Cash paid for acquisitions, net of cash acquired	$ 170
Buttonwood Publishing
Business Acquisition [Line Items]
Cash paid for acquisitions, net of cash acquired			$ 12,770
Percentage of interests acquired			100.00%		100.00%
Amortization of intangible assets		382	$ 217	1,135
Revenue		$ 987	$ 788	$ 3,233
Buttonwood Publishing \| Tradenames
Business Acquisition [Line Items]
Acquired finite-lived intangible assets, weighted average useful life (years)				9 years
Buttonwood Publishing \| Customer relationships
Business Acquisition [Line Items]
Acquired finite-lived intangible assets, weighted average useful life (years)				6 years 6 months

Fair Value Measurements

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

The following tables summarize our financial assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy as of the dates indicated:


	September 30, 2023
	Level 1		Level 2		Level 3		Aggregate Fair Value
Assets:
Money market funds	$	125,311	$	—	$	—	$	125,311
Total assets	125,311		—		—		125,311
Liabilities:
Profits interests, noncurrent	—		—		643		643
Derivative liabilities, noncurrent	—		—		2,954		2,954



Total liabilities	$	—	$	—	$	3,597	$	3,597


	December 31, 2022
	Level 1		Level 2		Level 3		Aggregate Fair Value
Assets:
Money market funds	$	80,327	$	—	$	—	$	80,327
Total assets	80,327		—		—		80,327
Liabilities:
Derivative liabilities, noncurrent	—		—		1,281		1,281
Total liabilities	$	—	$	—	$	1,281	$	1,281

The level 3 liabilities relate to certain employee contracts with embedded derivatives and profits interests, see Note 8 – Derivative Financial Instruments and Note 9 – Stock-Based Compensation, respectively.

The following table provides quantitative information regarding Level 3 fair value measurements inputs for the derivative liabilities at their measurement dates:


	As of
	September 30, 2023		December 31, 2022
Volatility	39.80	%	37.30	%
Discount rate	22.40	%	21.80	%
Credit spread	1.70	%	0.20	%
Risk-free rate	3.50	%	3.50	%

The following table provides quantitative information regarding Level 3 fair value measurements inputs for the profits interests at the measurement date:



	As of
	September 30, 2023
Discount rate	22.80	%
Discount for lack of marketability	30.50	%

The following table summarizes the change in fair value of the liabilities during the nine months ended September 30, 2023 and 2022:


Balance at January 1, 2023	$	1,281
Establishment of profits interests liability (see Note 9 – Stock-Based Compensation)	1,010
Change in fair value of profits interests liability	(367)
Change in fair value of derivative instruments	1,673
Balance at September 30, 2023	$	3,597

Balance at January 1, 2022	$	31,347
Change in fair value of derivative instruments	(15,626)
Warrants exchanged for Class A common stock (see Note 15 – Warrant Exchange)	$	(14,401)
Balance at September 30, 2022	$	1,320

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Stockholders’ Equity (Tables)

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

Schedule of Stock by Class


	Authorized	Issued	Outstanding
Common stock – Class A	950,000,000	34,096,437	34,096,437
Common stock – Class B	300,000,000	288,342,303	288,342,303
Preferred stock	100,000,000	—	—
Total	1,350,000,000	322,438,740	322,438,740

- Definition

Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.

+ References

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+ Details

Stockholders’ Equity - Stock by Class (Details) - shares	Sep. 30, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Preferred stock, authorized (in shares)	100,000,000	100,000,000
Stock, authorized (in shares)	1,350,000,000
Preferred stock, issued (in shares)	0	0
Stock, issued (in shares)	322,438,740
Preferred stock, outstanding (in shares)	0	0
Stock, outstanding (in shares)	322,438,740
Common Stock - Class A
Class of Stock [Line Items]
Common stock, authorized (in shares)	950,000,000	950,000,000
Common stock, issued (in shares)	34,096,437	29,039,655
Common stock, outstanding (in shares)	34,096,437	29,039,655
Common Stock - Class B
Class of Stock [Line Items]
Common stock, authorized (in shares)	300,000,000	300,000,000
Common stock, issued (in shares)	288,342,303	291,092,303
Common stock, outstanding (in shares)	288,342,303	291,092,303

Balance Sheet Components - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Commission and variable compensation	$ 22,510	$ 24,207
Payroll and benefits	4,357	5,258
Other accrued expenses	15,844	16,511
Total accrued expenses	$ 42,711	$ 45,976