Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On May 9, 2023, MarketWise, Inc. (the "Company") received a notice (the
"Notice") from the Nasdaq Listing Qualifications department ("Nasdaq"). The
Notice indicated that, due to the resignation of Mr. Manuel Borges from the
audit committee (the "Audit Committee") of the board of directors (the "Board")
of the Company (in connection with his resignation from the Board), the Company
no longer complies with Nasdaq's audit committee requirements as set forth in
Listing Rule 5605. Listing Rule 5605 requires, among other things, that the
Audit Committee be comprised of a minimum of three independent directors.
The Notice also indicates that, consistent with Listing Rule 5605(c)(4), Nasdaq
is providing the Company with a cure period in order to regain compliance no
later than October 30, 2023.
The Notice has no immediate effect on the listing of the Company's common stock
on The Nasdaq Global Select Market.
As previously disclosed in the Company's Form 8-K filed May 2, 2023, on May 1,
2023, the Company appointed Mr. Glenn Tongue as a member of the Board, effective
immediately. As disclosed under Item 5.02 below, Mr. Tongue will fill Mr.
Borges' vacancy on the Audit Committee, effective immediately. The Board has
determined that Mr. Tongue is independent under Listing Rule 5605(a)(2) and that
he is eligible and qualified to serve on the Audit Committee. Therefore, the
Company believes it will regain compliance with Listing Rule 5605 on May 12,
2023, in connection with Mr. Tongue's appointment.
This Item 3.01 is filed to satisfy the obligation under Nasdaq Listing Rule
5810(b) and Item 3.01(a) of Form 8-K that the Company make a public announcement
disclosing the deficiency no later than four business days from the date of the
Notice.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed in the Form 8-K filed May 2, 2023, on May 1, 2023, the
Company appointed Mr. Tongue as a member of the Board, effective immediately. In
connection with Mr. Tongue's appointment as a member of the Board, Mr. Manuel
Borges resigned as a director of the Company.
On May 12, 2023, the Board appointed Mr. Tongue as a member of the Audit
Committee, effective immediately. The Board has determined that Mr. Tongue (a)
is independent under Nasdaq's listing standards and applicable law and (b) has
the requisite level of financial literacy required by Nasdaq's listing standards
for service on the Audit Committee.
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