Amendment: SEC Form SC 13D/A filed by MarketWise Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1 )^*

MarketWise, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

Class A Common Stock: 57064P107

(CUSIP Number)

Nicole Sullivan

Monument & Cathedral Holdings, LLC

14 W. Mount Vernon Place

Baltimore, MD 21201

(410) 223-2677

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 20, 2024

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1)            Consists entirely of Common Units of MarketWise, LLC (“Common Units”), which are redeemable by the holder for, at the election of the Issuer, 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 Class A common stock of the Issuer for each Common Unit redeemed.

(2)            Based on (a) 44,432,380 shares of Class A Common Stock outstanding as of November 4, 2024 as reported in the Issuer’s Form 10-Q filed with the SEC on November 7, 2024 and (b) 119,118,544 shares of Class A Common Stock that could be issued, at the election of the Issuer, upon the redemption by Monument & Cathedral Holdings, LLC (“Monument”) of Common Units.

(1)            Consists of 119,118,544 Common Units held directly by Monument, which are redeemable by the holder for, at the election of the Issuer, 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 Class A common stock of the Issuer for each Common Unit redeemed.

(2)            Based on (a) 44,432,380 shares of Class A Common Stock outstanding as of November 4, 2024 as reported in the Issuer’s Form 10-Q filed with the SEC on November 7, 2024 and (b) 119,118,544 shares of Class A Common Stock that could be issued, at the election of the Issuer, upon the redemption by Monument of Common Units.

(1)            Consists entirely of 119,118,544 Common Units held directly by Monument, which are redeemable by the holder for, at the election of the Issuer, 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 Class A common stock of the Issuer for each Common Unit redeemed.

(2)            Based on (a) 44,432,380 shares of Class A Common Stock outstanding as of November 4, 2024 as reported in the Issuer’s Form 10-Q filed with the SEC on November 7, 2024 and (b) 119,118,544 shares of Class A Common Stock that could be issued, at the election of the Issuer, upon the redemption by Monument of Common Units.

(1)            Consists of (a) 119,118,544 Common Units held directly by Monument, which are redeemable by the holder for, at the election of the Issuer, 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 Class A common stock of the Issuer for each Common Unit redeemed and (b) 117,735 Common Units held directly by the Elizabeth W. P. Bonner 2009 Irrevocable Trust Number Two (the “Trust”). The Trust disclaims beneficial ownership of all the foregoing shares owned by Monument.

(2)            Based on (a) 44,432,380 shares of Class A Common Stock outstanding as of November 4, 2024 as reported in the Issuer’s Form 10-Q filed with the SEC on November 7, 2024, (b) 119,118,544 shares of Class A Common Stock that could be issued, at the election of the Issuer, upon the redemption by Monument of Common Units and (c) 117,735 shares of Class A Common Stock that could be issued, at the election of the Issuer, upon the redemption by the Trust of Common Units.

(1)            Consists of 1,087,162 Common Units, which are redeemable by the holder for, at the election of the Issuer, 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 Class A common stock of the Issuer for each Common Unit redeemed.

(2)            Based on (a) 44,432,380 shares of Class A Common Stock outstanding as of November 4, 2024 as reported in the Issuer’s Form 10-Q filed with the SEC on November 7, 2024 and (b) 1,087,162 shares of Class A Common Stock that could be issued, at the election of the Issuer, upon the redemption by Myles Norin, LLC of Common Units.

(1)            Consists of 1,087,162 Common Units held directly by Myles Norin, LLC, which are redeemable by the holder for, at the election of the Issuer, 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 Class A common stock of the Issuer for each Common Unit redeemed.

(2)            Based on (a) 44,432,380 shares of Class A Common Stock outstanding as of November 4, 2024 as reported in the Issuer’s Form 10-Q filed with the SEC on November 7, 2024 and (b) 1,087,162 shares of Class A Common Stock that could be issued, at the election of the Issuer, upon the redemption by Myles Norin, LLC of Common Units.

Explanatory Note

The following constitutes Amendment No. 1 (this “Amendment”) to the Schedule 13D filed on September 14, 2023 by Myles Norin, LLC (“Norin LLC”), Myles Norin, Monument, and Cobblestone (the “Original Schedule 13D” and, as amended through the date of this Amendment, collectively, the “Schedule 13D”). This Amendment constitutes an exit filing with respect to Norin LLC and the Estate of Myles Norin, and corrects the omission of the Elizabeth W. P. Bonner 2009 Irrevocable Trust Number Two from the Original Schedule 13D. Capitalized terms used but not defined in this Amendment shall have the meanings set forth in the Original Schedule 13D.

SCHEDULE 13D

Item 2 is hereby amended and restated as follows:

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.

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.

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 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.

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.

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.

(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.

(2)          Consists of (a) 119,118,544 Common Units held directly by Monument. Ms. Nolan is the President of Cobblestone, which is the sole manager of Monument. As a result, Ms. Nolan may be deemed to beneficially own the Common Units held by Monument.

(3)          Consists of (a) 119,118,544 Common Units held directly by Monument, and (b) 117,735 Common Units held directly by the Trust. The Trust is the majority shareholder of Cobblestone. As a result, the Trust may be deemed to beneficially own the Common Units held by Monument. The Trust disclaims beneficial ownership of all the foregoing shares owned by Monument.

(4)          Consists of 1,087,162 Common Units held directly by Norin LLC.

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.

Item 7 is hereby amended by deleting existing Exhibit No. 99.1 and replacing it with the following:

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