MarketWise Ownership Update Filed

TL;DR

Monument & Cathedral Holdings updated their MarketWise stake filing. Watch for details.

AI Summary

Monument & Cathedral Holdings, LLC, along with a group including Cobblestone Publishing, Inc. and Elizabeth W. P. Bonner 2009 Irrevocable Trust Number Two, filed an amendment on November 22, 2024, to their Schedule 13D concerning MarketWise, Inc. The filing indicates a change in beneficial ownership, though specific new holdings or percentage changes are not detailed in this excerpt.

Why It Matters

This filing signals a potential shift in control or significant stakeholder interest in MarketWise, Inc., which could influence the company's strategic direction and stock performance.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or changes in control, introducing uncertainty.

Key Players & Entities

• Monument & Cathedral Holdings, LLC (company) — Filing entity
• MarketWise, Inc. (company) — Subject company
• Cobblestone Publishing, Inc. (company) — Group member
• Elizabeth W. P. Bonner 2009 Irrevocable Trust Number Two (company) — Group member
• Erika Nolan (person) — Group member
• Myles Norin (person) — Group member (Estate and LLC)
• Myles Norin, LLC (company) — Group member

FAQ

Key Financial Figures

• $0.0001 — ssuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securiti

Filing Documents

• tm2427558d1_sc13da.htm (SC 13D/A) — 143KB
• tm2427558d1_ex99-1.htm (EX-99.1) — 17KB
• 0001104659-24-121951.txt ( ) — 162KB

Identity and Background

ITEM 2. Identity and Background.

is hereby amended and restated as follows

Item 2 is hereby amended and restated as follows: (a) This statement is filed on behalf of each of the following persons (collectively, the “ Reporting Persons ”): (i) Monument & Cathedral Holdings, LLC (“ Monument ”); (ii) Cobblestone Publishing, Inc. (“ Cobblestone ”); (iii) Erika Nolan (“ Ms. Nolan ”); (iv) Elizabeth W. P. Bonner 2009 Irrevocable Trust Number Two (the “ Trust, ” and together with Monument, Cobblestone and Ms. Nolan, the “ Non-Exiting Reporting Persons ”); (v) Estate of Myles Norin (“ Norin Estate ”); and (vi) Myles Norin, LLC (“ Norin LLC ”). This statement relates to the securities held by Monument, Norin LLC and the Trust. Ms. Nolan is the president of Cobblestone, which is the sole manager of Monument. The bylaws of Cobblestone provide the president of Cobblestone with voting control of the shares held directly or indirectly by Cobblestone. Ms. Nolan is also a director of Cobblestone. The other members of the Board of Directors of Cobblestone consist of Jules Farish Owen Bonner and Robert Compton (the “ Cobblestone Directors ”). Robert Compton is also the Secretary and Treasurer of Cobblestone. The Trust is the majority shareholder of Cobblestone. Norin LLC is a shareholder of the Issuer. Julie Norin (“ Ms. Norin ”) is the personal representative of the Norin Estate and the manager of Norin LLC. (b) The address of the principal business office of each of the Non-Exiting Reporting Persons and the Cobblestone Directors is 14 W. Mount Vernon Place, Baltimore, Maryland 21201. The address of the principal business office of Ms. Norin and Norin LLC is 1805 South Road, Baltimore, Maryland 21209. (c) Monument operates as a holding company, which, through its subsidiaries, publishes books, magazines, and newsletters on a variety of topics. Cobblestone is the sole manager of Monument. Ms. Nolan is the President and a

Source and Amount of Funds or Other Consideration

ITEM 3. Source and Amount of Funds or Other Consideration

is hereby amended and

Item 3 is hereby amended and supplemented by adding the following as a third paragraph under “ Completion of Business Combination” : Issuer issued 117,735 shares of Class B Common Stock to the Trust in the Business Combination. Pursuant to the Transaction Agreement, the Trust received 117,735 Common Units as consideration for LLC units of MarketWise, LLC.

Purpose of Transaction

ITEM 4. Purpose of Transaction.

is hereby amended

Item 4 is hereby amended and restated as follows: The information set forth in Item 3, as amended and supplemented, is incorporated into this Item 4 by reference. All securities beneficially owned by the Reporting Persons were received in connection with the Transaction Agreement and/or the Settlement Agreement. Cobblestone is the sole manager of Monument. Ms. Nolan was appointed as the president of Cobblestone on November 20, 2024 and, as such, has voting control over the shares owned by Monument. The Reporting Persons and the Cobblestone Directors may have influence over the corporate activities of the Issuer that require stockholder approval, including activities that may relate to items described in subparagraphs (a) through (j) of

of Schedule 13D

Item 4 of Schedule 13D. Ms. Norin was qualified as personal representative of the Norin Estate on October 25, 2024. Upon the death of Myles Norin, he ceased to have beneficial ownership of the securities held by Monument and therefore beneficial ownership of such securities are not part of the Norin Estate. - 9 - The Non-Exiting Reporting Persons may acquire additional securities of the Issuer and may formulate plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, and may seek to influence management of the Issuer or the Board of Directors of the Issuer with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer, or other persons.

Interest in Securities of the Issuer

ITEM 5. Interest in Securities of the Issuer.

is hereby amended and restated as follows

Item 5 is hereby amended and restated as follows: (a) – (b) The information set forth on the cover pages of, and the information set forth or incorporated by reference in Items 2, 3, and 6 to the Schedule 13D, as amended, is hereby incorporated by reference in this Item 5(a)–(b). The ownership information presented below represents beneficial ownership of Class A Common Stock and Class B Common Stock of the Issuer as of November 4, 2024 based on 44,432,380 shares of Class A common stock and 279,890,147 shares of Class B common stock outstanding, as reported in the Issuer’s Form 10-Q filed with the SEC on November 7, 2024. Reporting Person Class A Common Stock beneficially owned Percent of class: Class B Common Stock beneficially owned Percent of class: Monument; Cobblestone 119,118,544 (1) 72.8 % 119,118,544 42.6 % Ms. Nolan 119,118,544 (1)(2) 72.8 % 119,118,544 42.6 % Trust 119,236,279 (1)(3) 72.9 % 119,236,279 42.6 % Norin Estate 1,087,162 (4) 2.4 % 1,087,162 0.4 % Norin LLC 1,087,162 (4) 2.4 % 1,087,162 0.4 % (1) Consists of 119,118,544 Common Units of MarketWise, LLC (“ Common Units ”), which are redeemable by the holder for, at the election of the Issuer, into shares of Class A common stock of the Issuer on a one-for-one basis or a cash payment equal to the volume weighted average market price of one share of Class A common stock of the Issuer for each Common Unit redeemed. In connection with each Common Unit, a holder is issued with a corresponding share of Class B Common Stock. The shares of Class B common stock have no economic rights, but each share entitles the holder to one vote on all matters on which stockholders of the Issuer are entitled to vote generally. Upon redemption of any Common Unit the corresponding share of Class B common stock will be terminated. - 10 - (2) Consists of (a) 119,118,544 Common Units held directly by Monument. Ms. Nolan is the President of Cobb

Contracts, Arrangements, Understandings or Relations with Respect to Securities Issuer

ITEM 6. Contracts, Arrangements, Understandings or Relations with Respect to Securities Issuer.

is hereby amended and

Item 6 is hereby amended and restated as follows: Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into a joint filing agreement attached hereto as Exhibit 99.1. The information contained in Item 3 is incorporated herein by reference. By virtue of its ownership of Common Units, Monument and the Trust are a party to the Third Amended and Restated Limited Liability Company Agreement, dated as of July 21, 2021, by and among MarketWise, LLC, Marketwise, Inc., and the members party thereto. Monument and the Trust are also party to the Amended and Restated Registration Rights Agreement, dated July 21, 2021, by and among the Issuer, Ascendant Sponsor LP, a Cayman Islands exempted limited partnership, the person identified as “MarketWise Holders” on the signature pages thereto and the person or entities identified as “Other Holders” on the signature pages thereto, pursuant to which the Issuer is required to register for resale the securities held by Monument and the Trust.

Material to be Filed as Exhibits

ITEM 7. Material to be Filed as Exhibits

is hereby amended

Item 7 is hereby amended by deleting existing Exhibit No. 99.1 and replacing it with the following: Exhibit No. Description 99.1 Joint Filing Agreement, dated as of November 22, 2024. - 11 -

SIGNATURES

SIGNATURES 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: November 22, 2024 Monument & Cathedral Holdings, LLC By: Cobblestone Publishing, Inc., as Manager By: /s/ Erika Nolan Name: Erika Nolan Title: President Cobblestone Publishing, Inc. By: /s/ Erika Nolan Name: Erika Nolan Title: President Elizabeth W. P. Bonner 2009 Irrevocable Trust Number Two By: /s/ Margaret F. DeCampo Name: Margaret F. DeCampo Title: Trustee By: /s/ William R. Bonner, Jr. Name: William R. Bonner, Jr. Title: Trustee By: /s/ William Wesley Bonner Name: William Wesley Bonner Title: Trustee By: /s/ Maria Bonner Lombardi Name: Maria Bonner Lombardi Title: Trustee Erika Nolan /s/ Erika Nolan Estate of Myles Norin By: /s/ Julie Norin Name: Julie Norin Title: Personal Representative Myles Norin, LLC By: /s/ Julie Norin Name: Julie Norin Title: Manager - 12 -

View Full Filing

View this SC 13D/A filing on SEC EDGAR