SEC Form SCHEDULE 13G filed by MarketWise Inc.
$MKTW
Computer Software: Prepackaged Software
Technology
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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MARKETWISE, INC. (Name of Issuer) |
Class A Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) |
57064P206 (CUSIP Number) |
11/03/2025
(Date of Event Which Requires Filing of this Statement)
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP Number(s): | 57064P206 |
| 1 | Names of Reporting Persons
Pinkney Partners, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
135,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Power is exercised by its investment advisor, BBT Capital Management Advisors, LLC, pursuant to the terms of an Investment Advisory and Management Agreement.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
MARKETWISE, INC. | |
| (b) | Address of issuer's principal executive offices:
1125 N. CHARLES STREET, BALTIMORE, MARYLAND, 21201. | |
| Item 2. | ||
| (a) | Name of person filing:
Pursuant to Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby files this Schedule 13G Statement on behalf of Pinkney Partners, L.P., a Delaware limited partnership (the "Reporting Person"). Additionally, information is included herein with respect to the following persons (collectively, the "Controlling Persons"): Pinkney Genpar, LLC, a Delaware limited liability company ("Pinkney Genpar"), BBT Capital Management, LLC, a Delaware limited liability company ("BBTCM"), BBT Capital Management Advisors, LLC, a Delaware limited liability company ("BBTCMA"), Sid R. Bass Management Trust, a trust established under the laws of the State of Texas (the "Trust"), Sid R. Bass ("Bass") and John L. Marion ("Marion"). The Reporting Person and the Controlling Persons are sometimes hereinafter collectively referred to as the "Item 2 Persons." | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each of the Item 2 Persons is 201 Main Street, Suite 3200, Fort Worth, Texas 76102. | |
| (c) | Citizenship:
All of the natural persons listed in Item 2(a) are citizens of the United States of America. | |
| (d) | Title of class of securities:
Class A Common Stock, Par Value $0.0001 Per Share | |
| (e) | CUSIP Number(s):
57064P206 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The number of shares of the Stock that the Reporting Person owns beneficially, pursuant to Rule 13d-3 of the Act, is 135,000.
In its capacity as the general partner of the Reporting Person, Pinkney Genpar may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 135,000 shares of the Stock.
In its capacity as the sole managing member of Pinkney Genpar, BBTCM may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 135,000 shares of the Stock.
Pursuant to an Investment Advisory and Management Agreement with the Reporting Person and Pinkney Genpar, BBTCMA may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 135,000 shares of the Stock.
In its capacity as (i) the owner of a substantial majority of the limited partnership interests in the Reporting Person and (ii) the sole member of each of BBTCM and BBTCMA, the Trust may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 135,000 shares of the Stock.
In his capacity as (i) the President of each of BBTCM and BBTCMA and (ii) the sole grantor and trustee of the Trust, Bass may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 135,000 shares of the Stock.
In his capacity as a member of Pinkney Genpar providing consultative, research and advisory activities to the Reporting Person from time to time (as requested by BBTCM, the sole managing member of Pinkney Genpar), Marion may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 135,000 shares of the Stock.
To the best of the knowledge of the Reporting Person, other than as set forth above, none of the persons named in Item 2 herein is the beneficial owner of any shares of the Stock. | |
| (b) | Percent of class:
The Reporting Person is the beneficial owner of approximately 5.5% of the outstanding shares of the Stock.
Pinkney Genpar may be deemed to be the beneficial owner of approximately 5.5% of the outstanding shares of the Stock.
BBTCM may be deemed to be the beneficial owner of approximately 5.5% of the outstanding shares of the Stock.
BBTCMA may be deemed to be the beneficial owner of approximately 5.5% of the outstanding shares of the Stock.
The Trust may be deemed to be the beneficial owner of approximately 5.5% of the outstanding shares of the Stock.
Bass may be deemed to be the beneficial owner of approximately 5.5% of the outstanding shares of the Stock.
Marion may be deemed to be the beneficial owner of approximately 5.5% of the outstanding shares of the Stock. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Acting through its investment advisor, BBTCMA, the Reporting Person has the sole power to vote or to direct the vote of 135,000 shares of the Stock.
Pinkney Genpar has no power to vote or to direct the vote of any shares of the Stock.
BBTCM has no power to vote or to direct the vote of any shares of the Stock.
Pursuant to an Investment Advisory and Management Agreement with the Reporting Person and Pinkney Genpar, BBTCMA has the sole power to vote or to direct the vote of 135,000 shares of the Stock.
In its capacity as the sole member of BBTCMA, the Trust has the sole power to vote or to direct the vote of 135,000 shares of the Stock.
In his capacity as (i) the President of BBTCMA and (ii) the sole grantor and trustee of the Trust, Bass has the sole power to vote or to direct the vote of 135,000 shares of the Stock.
Marion has no power to vote or to direct the vote of any shares of the Stock.
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| (ii) Shared power to vote or to direct the vote:
The Reporting Person has no shared power to vote or to direct the vote of any shares of the Stock.
Pinkney Genpar has no shared power to vote or to direct the vote of any shares of the Stock.
BBTCM has no shared power to vote or to direct the vote of any shares of the Stock.
BBTCMA has no shared power to vote or to direct the vote of any shares of the Stock.
The Trust has no shared power to vote or to direct the vote of any shares of the Stock.
Bass has no shared power to vote or to direct the vote of any shares of the Stock.
Marion has no shared power to vote or to direct the vote of any shares of the Stock. | ||
| (iii) Sole power to dispose or to direct the disposition of:
Acting through its investment advisor, BBTCMA, the Reporting Person has the sole power to dispose or to direct the disposition of 135,000 shares of the Stock.
Pinkney Genpar has no power to dispose or to direct the disposition of any shares of the Stock.
BBTCM has no power to dispose or to direct the disposition of any shares of the Stock.
Pursuant to an Investment Advisory and Management Agreement with the Reporting Person and Pinkney Genpar, BBTCMA has the sole power to dispose or to direct the disposition of 135,000 shares of the Stock.
In its capacity as the sole member of BBTCMA, the Trust has the sole power to dispose or to direct the disposition of 135,000 shares of the Stock.
In his capacity as (i) the President of BBTCMA and (ii) the sole grantor and trustee of the Trust, Bass has the sole power to dispose or to direct the disposition of 135,000 shares of the Stock.
Marion has no power to dispose or to direct the disposition of any shares of the Stock.
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| (iv) Shared power to dispose or to direct the disposition of:
The Reporting Person has no shared power to dispose or to direct the disposition of any shares of the Stock.
Pinkney Genpar has no shared power to dispose or to direct the disposition of any shares of the Stock.
BBTCM has no shared power to dispose or to direct the disposition of any shares of the Stock.
BBTCMA has no shared power to dispose or to direct the disposition of any shares of the Stock.
The Trust has no shared power to dispose or to direct the disposition of any shares of the Stock.
Bass has no shared power to dispose or to direct the disposition of any shares of the Stock.
Marion has no shared power to dispose or to direct the disposition of any shares of the Stock. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
This Schedule 13G is being filed on behalf of the Reporting Person pursuant to Rule 13d-1(c). The identity of each of the Item 2 Persons is set forth in Item 2(a) hereof. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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| 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.
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