Filing Details

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SECURITIES AND EXCHANGE COMMISSION

Item 3.

Source and Amount of Funds or Other Consideration

The Reporting Person acquired 1,532,286 shares of Class A Common Stock in open market purchases from January 20, 2022 through the date of this filing.  The aggregate purchase price for all shares of Class A Common Stock was approximately $4,604,760, paid using the Reporting Person’s personal funds.

Previously, on July 21, 2021, the Reporting Person received 64,814,214 Common Units of MarketWise LLC, as a result of the recapitalization of MarketWise, LLC in connection with the completion of a series of transactions by which MarketWise, Inc. became a public reporting company.  The Common Units of MarketWise LLC are exchangeable for shares of Class A Common Stock of the Issuer on a one-for-one basis at the option of the holder.  The resale restrictions on the Class A Common Stock terminated on January 17, 2022, and the Issuer filed a registration statement covering the resale of the authorized, but not issued and outstanding Class A Shares underlying the Common Units of MarketWise, LLC owned by the Reporting Person, which was most recently declared effective on March 15, 2022.  Accordingly, the Reporting Person is the beneficial owner of the 64,814,214 Class A Common Stock underlying the Common Units of MarketWise LLC.  According to the Issuer, the shares held by the Reporting Person are subject to an irrevocable voting proxy in favor of the Issuer.

Item4.

Purpose of Transaction

The Reporting Person believes that the Issuer’s Class A Common Stock were undervalued by the market at the times of the share purchases and acquired the shares described in Section 5(c) for investment purposes.

The Reporting Person intends to review the investment in the Issuer on a continuing basis and may acquire additional shares of Class A Common Stock or dispose of shares of Class A Common Stock based upon consideration of various factors, including, without limitation, the price levels of the Class A Common Stock, general market and economic conditions, the Issuer’s business, financial condition, and prospects, and the Reporting Person’s need for liquidity.

On June 27, 2022, the Reporting Person filed a letter to the Issuer demanding production of certain of the Issuer’s books and records relating to the series of transactions culminating in the Issuer becoming a public company, pursuant to Section 220 of the General Corporation Law of the State of Delaware.  The Reporting Person subsequently withdrew the demand letter on August 25, 2022, without prejudice to his ability to renew in the future without the Issuer’s consent.  On September 6, 2022, the Reporting Person informally expressed interest to certain board members and executive officers of the Issuer in obtaining a board seat at the Issuer and the return of the proxy to vote the Reporting Person’s shares.  The Reporting Person also informally identified potential strategic acquisitions for the Issuer and a potential role for the Reporting Person on the Issuer’s management team.  On multiple occasions, the Reporting Person has also expressed to certain board members and executive officers of the Issuer his disagreements with management relating to the series of transactions culminating in the Issuer becoming a public company.  Notwithstanding the foregoing, no formal plans or proposals were made to the Issuer pursuant to these communications.

The Reporting Person intends to engage management and the board of directors of the Issuer in discussions regarding the Reporting Person’s desire for a board seat or management position at the Issuer and the return of the proxy to vote his shares.  The Reporting Person may also engage in discussions with the Issuer’s management and board of directors to discuss the optimal level of industry-specific experience for the Issuer’s board of directors and the appropriate capital strategy for the Issuer.

(a)

The Reporting Person is the beneficial owner of 66,346,500 shares of Class A Common Stock, constituting approximately 71.5% of the class outstanding.  Specifically, the Reporting Person is the holder of record of 1,532,286 shares of Class A Common Stock purchased in open market transactions.  Additionally, the Reporting Person has the right to acquire 64,814,214 shares of Class A Common Stock underlying the Reporting Person’s Common Units of MarketWise, LLC: (i) 62,247,571 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.  As of August 15, 2022, there were 27,933,763 shares of Class A Common Stock outstanding according to the Issuer.  In accordance with Rule 13d-3(d)(1)(i), the 64,814,214 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.

(b)

The Reporting Person has sole power to dispose or to direct the disposition of 66,346,500 shares of Class A Common Stock.  The Reporting Person has no power to vote any shares of Class A Common Stock.  According to the Issuer, the shares held by the Reporting Person are subject to an irrevocable voting proxy in favor of the Issuer.

(c)

The chart below describes transactions in the last sixty days by the Reporting Person in shares of Class A Common Stock:

Transaction Date		Transaction Type		Number of Shares				Price per Share
7/27/2022		Open Market Purchase			18,384			$	2.6796
		Open Market Purchase			31,616			$	2.7
		Open Market Purchase			1,350			$	2.5993
		Open Market Purchase			97,650			$	2.65
		Open Market Purchase			99,000			$	2.648
		Open Market Purchase			33,991			$	2.6495
		Open Market Purchase			59,009			$	2.65
		Open Market Purchase			1,300			$	2.6177
		Open Market Purchase			98,699			$	2.6234
		Open Market Purchase			1,300			$	2.6546
		Open Market Purchase			189,199			$	2.7033
		Open Market Purchase			20,353			$	2.7194
		Open Market Purchase			2,874			$	2.73
07/28/2022		Open Market Purchase			33,994			$	2.65
		Open Market Purchase			11,530			$	2.65
07/29/2022		Open Market Purchase			785			$	2.658
		Open Market Purchase			6,832			$	2.67
09/01/2022		Open Market Purchase			5,300			$	2.67
		Open Market Purchase			1,608			$	2.67
		Open Market Purchase			100			$	2.66
		Open Market Purchase			1,000			$	2.66
		Open Market Purchase			8,392			$	2.68
		Open Market Purchase			1,000			$	2.66
09/02/2022		Open Market Purchase			819			$	2.732
		Open Market Purchase			2,852			$	2.74
09/06/2022		Open Market Purchase			242			$	2.6
		Open Market Purchase			40,694			$	2.568
09/07/2022		Open Market Purchase			9,478			$	2.542
		Open Market Purchase			71,801			$	2.55
09/08/2022		Open Market Purchase			249,818			$	2.50
		Open Market Purchase			182			$	2.50

(d)

No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Class A Common Stock owned by the Reporting Person.

(e)

Not applicable.

According to the Issuer, the shares held by the Reporting Person are subject to an irrevocable voting proxy in favor of the Issuer.

Additionally, the Reporting Person is entitled to registration rights relating to the shares of Class A Common Stock underlying the Common Units of MarketWise, LLC pursuant to the Amended and Restated Registration Rights Agreement dated July 21, 2021.  The Amended and Restated Registration Rights Agreement is filed as Exhibit 10.1 to the Issuer’s Form 8-K filed July 28, 2021.

The Reporting Person entered into a series of options transactions concerning Class A Common Stock from August 4, 2022 through August 10, 2022.  Specifically, on August 4-5, 2022, the Reporting Person sold 543 calls with a strike price of $5 and expiration date of November 18, 2022, and from August 5-10, 2022, the Reporting Person sold 12,806 puts with a strike price of $2.50 and an expiration date of November 18, 2022.

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