The Reporting Person (as defined in Item 2 below) previously filed a Schedule 13G on February 14, 2022 pursuant to Rule 13d-1(d). On July 27, 2022, the Reporting Person acquired beneficial ownership
of more than 2% of the outstanding shares of Class A Common Stock (as defined in Item 1 below) over a twelve-month period and as a result ceased to be eligible to file a Schedule 13G under Section 13(d)(6)(B) of the Securities Exchange Act of
1934, as amended. Accordingly, the Reporting Person filed a Schedule 13D on September 9, 2022. On January 20, 2023, the Reporting Person made proposals involving material changes to the information provided in Item 4, and is filing an amended
Schedule 13D as a result.
Item 1. Security and Issuer.
This Statement relates to the Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of MarketWise, Inc. (the “Issuer”). The Issuer’s principal executive office is located
at 1125 N. Charles Street, Baltimore, Maryland 21201.
Item 2. Identity and Background
(a) This Statement is filed by Frank Porter Stansberry, an individual (the “Reporting Person”).
(b) The business address of the Reporting Person is 1001 Cathedral Street, Fourth Floor, Baltimore, MD 21201.
(c) The Reporting Person is the Founder of Porter & Company, LLC. Porter & Company, LLC’s principal business is to provide investment research. The business address is 1001 Cathedral Street,
Fourth Floor, Baltimore, MD 21201.
(d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Reporting Person was
subject to a permanent injunction, entered April 10, 2003, enjoining future violations of the securities laws, which was vacated by the United States District Court for the District of Maryland on October 12, 2022. SEC v. Agora, Inc. et al, MJG-03-01042 (D. Md.)
(f) The Reporting Person is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Person acquired 2,851,014 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
$7,901,199 , 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.
Item 4. 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.
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.
On December 20, 2022, the Issuer’s Board of Directors (“Board”) invited the Reporting Person to join the Board. On January 13, 2023, the Reporting Person informed the Issuer that he is not accepting the invitation to join the Board. The
Reporting Person issued a letter on January 20, 2023 to the Board communicating his concerns with the Board’s and Issuer’s performance since becoming a public company, highlighting specific, problematic actions taken by the Board and current and
former management. Additionally, the Reporting Person demands the immediate resignation of the entire board of directors, with the exception of Van Simmons, the calling of a special shareholder meeting to constitute a new board, and the firing of
the Issuer’s General Counsel. Further, the Reporting Person demands the Board launch investigations into the Ascendant transaction, the September 2022 warrant conversion transaction, and specific actions taken by the former Chief Executive Officer
of the Issuer.
The Reporting Person intends to explore all potential ways to change the composition of the board. The Reporting Person intends to engage with the Board and Issuer’s management concerning such a change. The Reporting Person may also engage the
Board and the Issuer’s management to change the Issuer’s dividend policy to begin paying dividends, to discuss the business, financial condition, and operations of the Issuer, and to discuss potential business combinations and strategic
alternatives.
Except as set forth above, the Reporting Person has no present plans or intentions that would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Person reserves the
right to change his plans at any time.
Item 5. Interest in Securities of the Issuer
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer
The shares held by the Reporting Person are no longer subject to a voting proxy in favor of the Issuer. The Issuer waived the previously reported proxy on December 16, 2022.
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.
Item 7. Material to be Filed as Exhibits.
Exhibit
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.