0000899243-22-006185.txt : 20220214
0000899243-22-006185.hdr.sgml : 20220214
20220214163917
ACCESSION NUMBER: 0000899243-22-006185
CONFORMED SUBMISSION TYPE: 5
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211231
FILED AS OF DATE: 20220214
DATE AS OF CHANGE: 20220214
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Ascendant Sponsor GP LLC
CENTRAL INDEX KEY: 0001805643
FILING VALUES:
FORM TYPE: 5
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39405
FILM NUMBER: 22633366
BUSINESS ADDRESS:
STREET 1: 667 MADISON AVENUE
STREET 2: 5TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10065
BUSINESS PHONE: (212) 209-6126
MAIL ADDRESS:
STREET 1: 667 MADISON AVENUE
STREET 2: 5TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10065
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Gomberg David
CENTRAL INDEX KEY: 0001805731
FILING VALUES:
FORM TYPE: 5
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39405
FILM NUMBER: 22633365
MAIL ADDRESS:
STREET 1: C/O ASCENDANT DIGITAL ACQUISITION CORP.
STREET 2: 667 MADISON AVENUE, 5TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10065
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Ascendant Sponsor LP
CENTRAL INDEX KEY: 0001805676
FILING VALUES:
FORM TYPE: 5
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39405
FILM NUMBER: 22633367
BUSINESS ADDRESS:
STREET 1: 667 MADISON AVENUE
STREET 2: 5TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10065
BUSINESS PHONE: (212) 209-6126
MAIL ADDRESS:
STREET 1: 667 MADISON AVENUE
STREET 2: 5TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10065
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: MARKETWISE, INC.
CENTRAL INDEX KEY: 0001805651
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 000000000
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 667 MADISON AVENUE
STREET 2: 5TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10065
BUSINESS PHONE: (212) 209-6126
MAIL ADDRESS:
STREET 1: 667 MADISON AVENUE
STREET 2: 5TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10065
FORMER COMPANY:
FORMER CONFORMED NAME: Ascendant Digital Acquisition Corp.
DATE OF NAME CHANGE: 20200305
5
1
doc5.xml
FORM 5 SUBMISSION
X0306
5
2021-12-31
0
0
0
0001805651
MARKETWISE, INC.
MKTW
0001805676
Ascendant Sponsor LP
667 MADISON AVENUE
5TH FLOOR
NEW YORK
NY
10065
0
0
1
0
0001805643
Ascendant Sponsor GP LLC
667 MADISON AVENUE, 5TH FLOOR
NEW YORK
NY
10065
0
0
1
0
0001805731
Gomberg David
667 MADISON AVENUE, 5TH FLOOR
NEW YORK
NY
10065
0
0
1
0
Class A Common Stock
2021-07-21
5
M
0
10170000
A
10170000
D
Class B Ordinary Shares
2021-07-21
5
M
0
10170000
0.00
D
Class A Ordinary Shares
10170000
0
D
Private Placement Warrants
11.50
2021-07-21
5
A
0
10280000
1.00
A
2021-08-20
2026-07-21
Class A Common Stock
10280000
10280000
D
Private Placement Warrants
11.50
2021-11-19
5
J
0
10280000
1.00
D
2021-08-20
2026-07-21
Class A Common Stock
10280000
0
D
In connection with and immediately prior to the closing (the "Closing") of the business combination (the "Business Combination") between the Issuer (which was formerly known as Ascendant Digital Acquisition Corp. or "ADAC") and MarketWise, LLC, among other things, (i) each of the then issued and outstanding Class B ordinary shares of ADAC converted into Class A ordinary shares of ADAC on a one-for-one basis as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-239623), (ii) ADAC migrated to and domesticated as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law, as amended, and the Cayman Islands Companies Act (As Revised) (the "Domestication") and (iii) each of the issued and outstanding Class A ordinary shares of ADAC converted into shares of the Issuer's (after the Domestication) Class A common stock.
Ascendant Sponsor LP is the record holder of the securities reported herein. Ascendant Sponsor GP LLC is the sole general partner of Ascendant Sponsor LP and David Gomberg is the manager of Ascendant Sponsor GP LLC. Mr. Gomberg has voting and investment discretion with respect to the securities held of record by Ascendant Sponsor LP.
The Private Placement Warrants are reported as acquired for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), concurrent with the Closing, because, pursuant to their terms, their exercise was not within the control of the Reporting Persons until the Closing. The Private Placement Warrants were initially acquired in a private placement from ADAC concurrent with ADAC's initial public offering.
On November 19, 2021, Ascendant Sponsor LP distributed the Private Placement Warrants to its limited partners pro-rata in an in-kind distribution.
Prior to the Closing, each of Ascendant Sponsor LP and Ascendant Sponsor GP LLC was a director by deputization solely due to the circumstances of Mr. Gomberg's service on the board of directors of ADAC prior to the Closing. Mr. Gomberg resigned from the board of directors at Closing. As a result of and immediately following the Closing, neither Ascendant Sponsor LP nor Ascendant Sponsor GP LLC is a director by deputization.
/s/ Jordan Leon, as Attorney-in-Fact for Ascendant Sponsor LP
2022-02-14
/s/ Jordan Leon, as Attorney-in-Fact for Ascendant Sponsor GP LLC
2022-02-14
/s/ Jordan Leon, as Attorney-in-Fact for David Gomberg
2022-02-14