Stansberry Amends MarketWise Stake Filing

TL;DR

Stansberry updated his MarketWise stake filing on 7/3/24. Watch for changes.

AI Summary

Frank Porter Stansberry, through an amendment filed on July 3, 2024, has updated his Schedule 13D filing for MarketWise, Inc. This amendment pertains to his beneficial ownership of the company's Class A Common Stock. The filing indicates a change in reporting, possibly related to his holdings or intentions regarding the issuer.

Why It Matters

Changes in Schedule 13D filings by significant shareholders like Frank Porter Stansberry can signal shifts in their investment strategy or influence, potentially impacting MarketWise, Inc.'s stock price and corporate governance.

Risk Assessment

Risk Level: medium — Schedule 13D filings by significant shareholders can indicate potential changes in control or strategy, which carries inherent risk.

Key Players & Entities

• Frank Porter Stansberry (person) — Filing person and beneficial owner
• MarketWise, Inc. (company) — Issuer of securities
• Ascendant Digital Acquisition Corp. (company) — Former company name of MarketWise, Inc.

FAQ

Key Financial Figures

• $0.0001 — ares of Class A common stock, par value $0.0001 per share ("Class A Common Stock") of M
• $40 m — ) to the Issuer, at a purchase price of $40 million, subject to adjustment (the "Purc
• $10 million — ws: at the Closing, the Issuer will pay $10 million of the Purchase Price in cash to the Re
• $30 million — ssory Note") representing the remaining $30 million of the Purchase Price (the "Deferred Co

Filing Documents

• ef20032200_sc13da.htm (SC 13D/A) — 51KB
• ef20032200_ex99-9.htm (EX-99.9) — 28KB
• 0001140361-24-032705.txt ( ) — 80KB

of the Filing is hereby amended and supplemented as follows

Item 4 of the Filing is hereby amended and supplemented as follows: On July 3, 2024, the Reporting Person and the Issuer reached agreement on the terms set forth in a draft non-binding term sheet (the "Non-Binding Term Sheet") for the sale by the Reporting Person of 100% of the issued and outstanding membership interests of Porter & Company, LLC (the "Target") to the Issuer, at a purchase price of $40 million, subject to adjustment (the "Purchase Price"). The Non-Binding Term Sheet does not create any obligation on the part of any party. The Purchase Price set forth in the Non-Binding Term Sheet assumes a target level of net working capital equal to the average balance for the twelve months ending at the closing of the proposed transaction (the "Closing") and will be adjusted for the difference between the actual net working capital at Closing and such target working capital amount, with any such adjustment paid on the 90th day after the Closing. The Non-Binding Term Sheet contemplates that the Purchase Price will be paid as follows: at the Closing, the Issuer will pay $10 million of the Purchase Price in cash to the Reporting Person (the "Closing Consideration") and the Issuer will issue to the Reporting Person a secured promissory note (the "Promissory Note") representing the remaining $30 million of the Purchase Price (the "Deferred Consideration"). The principal amount of the Promissory Note will bear interest at a rate equal to the applicable federal rate (AFR) (as determined on the date of the Closing and each anniversary thereof) and will be payable in equal $10 million installments on the first and second anniversaries of the Closing, with the remaining principal and accrued interest to be repaid in full on the third anniversary of the Closing. The Non-Binding Term Sheet further provides that, subject to negotiation with the Issuer's existing lenders, the Promissory Note will be secured by the Target's assets, including its brand names, copyright content,

of the Filing is amended and restated in its entirety as follows

Item 5 of the Filing is amended and restated in its entirety as follows: The information set forth in the facing pages of this Schedule 13D with respect to the beneficial ownership of the Class A Common Stock by the Reporting Person is incorporated by reference into this Item 5. (a)-(b) The Reporting Person is the beneficial owner of 60,817,864 shares of Class A Common Stock, constituting approximately 60.3% of the class outstanding. Specifically, the Reporting Person is the holder of record of 2,991,467 shares of Class A Common Stock purchased in open market transactions and acquired pursuant to the redemption of Common Units of MarketWise, LLC and 73,209 shares of Class A Common Stock acquired upon the vesting of restricted stock units. Additionally, the Reporting Person has the right to acquire 57,753,188 shares of Class A Common Stock, consisting of (i) 55,186,545 shares of Class A Common Stock underlying Common Units of MarketWise, LLC held of record by the Reporting Person and (ii) 2,566,643 shares of Class A Common Stock underlying Common Units of MarketWise, LLC held by a limited liability company over which the Reporting Person has beneficial ownership. The foregoing percentage is based on (i) 43,173,283 shares of Class A Common Stock outstanding as of May 10, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on May 15, 2024, and (ii) in accordance with Rule 13d-3(d)(1)(i), the 57,753,188 shares of Class A Common Stock underlying the Common Units of MarketWise, LLC beneficially owned by the Reporting Person are deemed to be outstanding for the purpose of computing the percentage of outstanding securities of the class owned by the Reporting Person only. As previously disclosed, the Reporting Person and Monument & Cathedral Holdings, LLC and its affiliates may be deemed to be a group for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Act") as a result of (i) an informal agreement to act

of the Filing is amended and supplemented as follows

Item 6 of the Filing is amended and supplemented as follows: The description of the Non-Binding Term Sheet in Item 4 is hereby incorporated by reference into this Item 6. Item 7. Material to be Filed as Exhibits

of the Filing is amended and supplemented by the following

Item 7 of the Filing is amended and supplemented by the following: Exhibit No. Description 99.9 Non-Binding Term Sheet. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: July 8, 2024 /s/ Frank Porter Stansberry Frank Porter Stansberry

View Full Filing

View this SC 13D/A filing on SEC EDGAR