Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-39405

MarketWise, Inc.

(Exact Name of Registrant as Specified in Its Charter)


Delaware			87-1767914
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)


1125 N. Charles Street Baltimore, Maryland			21201
(Address of principal executive offices)			(Zip Code)

(Address of principal executive offices, including zip code)

(888) 261-2693

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, $0.0001 par value per share	MKTW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☑ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☑ Yes ☐ No

Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☑

Smaller reporting company

☑

Emerging growth company

☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 12 (a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☑ No

As of May 10, 2024, there were 43,173,283 shares of the registrant’s Class A common stock and 280,390,147 shares of the registrant’s Class B common stock, each with a par value of $0.0001 per share, outstanding.

TABLE OF CONTENTS


		Page
PART I.	FINANCIAL INFORMATION	4
Item 1.	Financial Statements	5
	Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023 (unaudited)	5
	Condensed Consolidated Statement of Operations for Three Months Ended March 31, 2024 and 2023 (unaudited)	7
	Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2024 and 2023 (unaudited)	8
	Condensed Consolidated Statements of Changes in Stockholders' Deficit for the Three Months Ended March 31, 2024 and 2023 (unaudited)	9
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023 (unaudited)	11
	Notes to the Condensed Consolidated Financial Statements (unaudited)	12
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	41

PART II.	OTHER INFORMATION	42
Item 1.	Legal Proceedings	42
Item 1A.	Risk Factors	42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 3.	Defaults Upon Senior Securities	42
Item 4.	Mine Safety Disclosures	42
Item 5.	Other Information	42
Item 6.	Exhibits	42
Signatures		44

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of federal securities law, and as such are not historical facts. This includes, without limitation, statements regarding our financial position and business strategy, and the plans and objectives of management for our future operations. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this report, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections, and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this report, including, but not limited to:

▪our ability to attract new subscribers and to persuade existing subscribers to renew their subscription agreements with us and to purchase additional products and services from us;

▪our ability to adequately market our products and services, and to develop additional products and product offerings;

▪our ability to manage our growth effectively, including through acquisitions;

▪failure to maintain and protect our reputation for trustworthiness and independence;

▪our ability to attract, develop, and retain capable management, editors, and other key personnel;

▪our ability to grow market share in our existing markets or any new markets we may enter;

▪adverse or weakened conditions in the financial sector, global financial markets, and global economy;

▪our ability to respond to and adapt to changes in technology and consumer behavior;

▪failure to successfully identify and integrate acquisitions, or dispose of assets and businesses;

▪our public securities’ potential liquidity and trading;

▪the impact of the regulatory environment and complexities with compliance related to such environment;

▪our future capital needs;

▪our ability to maintain an effective system of internal control over financial reporting, and to address and remediate existing material weaknesses in our internal control over financial reporting;

▪our ability to maintain and protect our intellectual property; and

▪other factors detailed under the section of this report entitled “Risk Factors.”

These forward-looking statements are based on information available as of the date of this report and current expectations, forecasts, and assumptions, and involve a number of judgments, risks, and uncertainties. Additionally, as a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements for any reason, except as may be required under applicable securities laws.

PART 1—FINANCIAL INFORMATION

MARKETWISE, INC.

Condensed Consolidated Balance Sheets (Unaudited)

(In thousands, except share and per share data)

Item 1. Financial Statements.


	March 31, 2024		December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	131,175	$	155,174
Accounts receivable	3,350		4,528
Prepaid expenses	10,555		9,305
Related party receivables	2,008		5,182


Deferred contract acquisition costs	83,423		91,480
Other current assets	2,046		2,172
Total current assets	232,557		267,841
Property and equipment, net	630		690
Operating lease right-of-use assets	6,827		7,331
Intangible assets, net	8,437		6,255
Goodwill	33,560		31,038
Deferred contract acquisition costs, noncurrent	67,713		73,420

Deferred tax assets	9,367		9,693
Other assets	199		287
Total assets	$	359,290	$	396,555
Liabilities and stockholders’ deficit
Current liabilities:
Trade and other payables	$	2,936	$	559
Related party payables, net	344		1,137
Accrued expenses	22,048		55,041
Deferred revenue and other contract liabilities	280,314		287,751

Operating lease liabilities	1,474		1,446

Other current liabilities	26,787		27,959
Total current liabilities	333,903		373,893
Long-term liabilities - related party	707		—

Deferred revenue and other contract liabilities, noncurrent	285,231		304,342
Related party tax receivable agreement liability, noncurrent	2,470		2,151
Other liabilities, noncurrent	2,378		746


Operating lease liabilities, noncurrent	3,987		4,366
Total liabilities	628,676		685,498
Commitments and Contingencies	—		—
Stockholders’ deficit:
Common stock - Class A, par value of $0.0001 per share, 950,000,000 shares authorized; 38,122,283 and 36,384,981 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively	4		4
Common stock - Class B, par value of $0.0001 per share, 300,000,000 shares authorized; 287,592,303 and 288,092,303 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively	29		29
Preferred stock - par value of $0.0001 per share, 100,000,000 shares authorized; 0 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively	—		—

MARKETWISE, INC.

Condensed Consolidated Balance Sheets (Unaudited)

(In thousands, except share and per share data)


Additional paid-in capital	115,259		115,164

Accumulated other comprehensive income	27		65
Accumulated deficit	(124,686)		(126,343)
Total stockholders’ deficit attributable to MarketWise, Inc.	(9,367)		(11,081)
Noncontrolling interest	(260,019)		(277,862)
Total stockholders’ deficit	(269,386)		(288,943)
Total liabilities and stockholders’ deficit	$	359,290	$	396,555

The accompanying notes are an integral part of these condensed consolidated financial statements.

MARKETWISE, INC.

Condensed Consolidated Statements of Operations (Unaudited)

(In thousands, except per share data)


	Three Months Ended March 31,
	2024		2023
Net revenue	$	108,612	$	125,615
Related party revenue	379		618
Total net revenue	108,991		126,233
Operating expenses:
Cost of revenue (1)	13,368		15,290
Sales and marketing (1)	47,297		48,727
General and administrative (1)	23,802		28,033
Research and development (1)	2,149		2,463
Depreciation and amortization	693		984
Related party expense	127		128
Total operating expenses	87,436		95,625
Income from operations	21,555		30,608
Other income, net	234		387
Interest income, net	1,658		538
Income before income taxes	23,447		31,533
Income tax expense	735		928
Net income	22,712		30,605
Net income attributable to noncontrolling interests	21,055		29,138
Net income attributable to MarketWise, Inc.	$	1,657	$	1,467

Net income per Class A common share – basic	$	0.05	$	0.05

Net income per Class A common share – diluted	$	0.04	$	0.05

Weighted average shares outstanding – basic	36,726		29,172

Weighted average shares outstanding – diluted	39,436		30,496









(1) Cost of revenue, sales and marketing, general and administrative, and research and development expenses are exclusive of depreciation and amortization shown as a separate line item

The accompanying notes are an integral part of these condensed consolidated financial statements.

MARKETWISE, INC.

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

(In thousands)


	Three Months Ended March 31,
	2024		2023
Net income	$	22,712	$	30,605
Other comprehensive (loss) income:
Cumulative translation adjustment	(38)		21
Total comprehensive income	$	22,674	$	30,626

The accompanying notes are an integral part of these condensed consolidated financial statements.

MARKETWISE, INC.

Condensed Consolidated Statement of Stockholders’ Deficit (Unaudited)

(In thousands, except share and per share data)


	Common Stock - Class A		Common Stock - Class B			Preferred Stock			Additional paid-in capital		Accumulated deficit			Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Deficit Attributable to MarketWise, Inc.		Noncontrolling Interest		Total Stockholders’ Deficit
		Shares	Amount		Shares	Amount		Shares					Amount
Balance at January 1, 2023		29,039,655	$	3	291,092,303	$	29	—	$	—	$	106,852		$	(128,125)	$	44	$	(21,197)	$	(277,186)	$	(298,383)
Equity-based compensation		—	—		—	—		—	—		3,703			—		—		3,703		—		3,703

Vesting of restricted stock units		873,835	—		—	—		—	—		—			—		—		—		—		—
Restricted stock units withheld to pay taxes		—	—		—	—		—	—		(630)			—		—		(630)		—		(630)
Distributions		—	—		—	—		—	—		—			—		—		—		20		20
Foreign currency translation adjustments		—	—		—	—		—	—		—			—		21		21		—		21

Net income (loss)		—	—		—	—		—	—		—			1,467		—		1,467		29,138		30,605
Balance at March 31, 2023		29,913,490	$	3	291,092,303	$	29	—	$	—	$	109,925		$	(126,658)	$	65	$	(16,636)	$	(248,028)	$	(264,664)

MARKETWISE, INC.

Condensed Consolidated Statement of Stockholders’ Deficit (Unaudited)

(In thousands, except share and per share data)


	Common Stock - Class A		Common Stock - Class B			Preferred Stock			Additional paid-in capital		Accumulated deficit			Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Deficit Attributable to MarketWise, Inc.		Noncontrolling Interest		Total Stockholders’ Deficit
		Shares	Amount		Shares	Amount		Shares					Amount
Balance at January 1, 2024		36,384,981	$	4	288,092,303	$	29	—	$	—	$	115,164		$	(126,343)	$	65	$	(11,081)	$	(277,862)	$	(288,943)
Equity-based compensation		—	—		—	—		—	—		2,175			—		—		2,175		—		2,175

Vesting of restricted stock units		1,796,681	—		—	—		—	—		—			—		—		—		—		—
Restricted stock units withheld to pay taxes		(559,379)	—		—	—		—	—		(1,172)			—		—		(1,172)		—		(1,172)
Dividends declared		—	—		—	—		—	—		(493)			—		—		(493)		—		(493)
Distributions declared to noncontrolling interests		—	—		—	—		—	—		—			—		—		—		(3,683)		(3,683)
Issuance per redemption of Class B shares for Class A shares		500,000	—		(500,000)	—		—	—		(471)			—		—		(471)		471		—
Foreign currency translation adjustments		—	—		—	—		—	—		—			—		(38)		(38)		—		(38)
Remeasurement of deferred taxes due to change in noncontrolling interest		—	—		—	—		—	—		56			—		—		56		—		56
Net income (loss)		—	—		—	—		—	—		—			1,657		—		1,657		21,055		22,712
Balance at March 31, 2024		38,122,283	$	4	287,592,303	$	29	—	$	—	$	115,259		$	(124,686)	$	27	$	(9,367)	$	(260,019)	$	(269,386)

The accompanying notes are an integral part of these condensed consolidated financial statements.

MARKETWISE, INC.

Condensed Consolidated Statement of Cash Flows (Unaudited)

(In thousands)


	Three Months Ended March 31,
	2024		2023
Cash flows from operating activities:
Net income	$	22,712	$	30,605
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization	693		984


Stock-based compensation	3,807		3,703

Change in fair value of derivative liabilities	—		1,011
Deferred taxes	678		897
Unrealized gains on foreign currency	(57)		(10)
Noncash lease expense	505		517


Changes in operating assets and liabilities:
Accounts receivable	1,178		900
Related party receivables and payables, net	2,381		152
Prepaid expenses	(1,250)		(452)
Other current assets and other assets	214		486

Deferred contract acquisition costs	13,764		9,826
Trade and other payables	2,412		1,480
Accrued expenses	(32,993)		(16,247)
Deferred revenue	(30,881)		(29,264)


Operating lease liabilities	(352)		(361)
Other current and long-term liabilities	(1,322)		(359)
Net cash (used in) provided by operating activities	(18,511)		3,868
Cash flows from investing activities:



Purchases of property and equipment	—		(13)

Capitalized software development costs	(252)		(382)
Net cash used in investing activities	(252)		(395)
Cash flows from financing activities:







Restricted stock units withheld to pay taxes	(1,172)		(630)
Dividends paid	(343)		—

Distributions to noncontrolling interests	(3,683)		20
Net cash used in financing activities	(5,198)		(610)
Effect of exchange rate changes on cash	(38)		21
Net (decrease) increase in cash, cash equivalents and restricted cash	(23,999)		2,884
Cash, cash equivalents and restricted cash — beginning of period	155,174		158,575
Cash, cash equivalents and restricted cash — end of period	$	131,175	$	161,459

The accompanying notes are an integral part of these condensed consolidated financial statements.

MARKETWISE, INC.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, except share, unit, per share, and per unit data)

1. Organization

Description of Business and Basis of Presentation

MarketWise, Inc. (“MarketWise,” “the Company,” “we,” “us,” or “our”) is a holding company that has no material assets other than its ownership in MarketWise, LLC, and operates and controls all of the businesses and operations of MarketWise, LLC and its subsidiaries. The Company provides independent investment research for investors around the world. We believe we are a leading content and technology multi-brand platform for self-directed investors. We offer a comprehensive portfolio of high-quality, independent investment research, as well as several software and analytical tools, on a subscription basis.

While our headquarters are in Baltimore, Maryland, we operate multiple subsidiaries in the United States.

2. Summary of Significant Accounting Policies

Basis of Consolidation

The accompanying consolidated financial statements include the accounts of MarketWise, Inc. and its subsidiary, MarketWise, LLC, a variable interest entity (“VIE”) for which MarketWise, Inc. is deemed to be the primary beneficiary.

MarketWise, Inc. is a holding company that owns a minority economic interest in MarketWise, LLC but, through its role as the managing member of MarketWise, LLC, controls all of the business and operations of MarketWise, LLC. Therefore, MarketWise, LLC and its subsidiaries are included in the Company’s condensed consolidated financial statements. As of March 31, 2024, MarketWise, Inc. had a 11.7% ownership interest in MarketWise, LLC.

The Company determined that MarketWise, LLC is the primary beneficiary of a VIE, and therefore, the assets, liabilities, and results of operations of that VIE are included in the Company’s consolidated financial statements.

The condensed consolidated financial statements have been prepared in accordance with GAAP. All intercompany balances and transactions have been eliminated in consolidation.

Unaudited Interim Financial Information

The accompanying unaudited condensed consolidated financial statements and the related footnote disclosures have been prepared by us in accordance with GAAP for interim financial reporting and as required by Rule 10-01 of Regulation S-X. Accordingly, the unaudited condensed consolidated financial statements may not include all of the information and notes required by GAAP for audited financial statements. The year-end December 31, 2023 consolidated balance sheet data included herein was derived from audited financial statements but does not include all disclosures required by GAAP for complete financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of items of a normal and recurring nature, necessary to present fairly our financial position as of March 31, 2024, the results of operations, comprehensive income, stockholders’ deficit, and cash flows for the three months ended March 31, 2024 and 2023. The results of operations for the three months ended March 31, 2024 and 2023 are not necessarily indicative of the results to be expected for the full year. The information contained herein should be read in conjunction with the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC. Management considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated through the date of issuance of these condensed financial statements.

MARKETWISE, INC.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, except share, unit, per share, and per unit data)

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made in the accompanying financial statements include, but are not limited to, the fair value of common units, derivatives, valuation of assets acquired and liabilities assumed in business combinations, useful lives of intangible assets with definite lives, benefit period of deferred contract acquisition costs, determination of standalone selling prices, estimated life of lifetime customers, recoverability of goodwill and long-lived assets, valuation allowances on deferred tax assets, the incremental borrowing rates to calculate lease liabilities and right-of-use (“ROU”) assets and certain accruals. We evaluate our estimates and assumptions on an ongoing basis using historical experience and other factors and adjust those estimates and assumptions when facts and circumstances dictate. Actual results could differ from those estimates.

Emerging Growth Company

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Noncontrolling Interest

Noncontrolling interest represents the Company’s noncontrolling interest in consolidated subsidiaries which are not attributable, directly or indirectly, to the controlling Class A common stock ownership of the Company.

Net income for the three months ended March 31, 2024 and 2023 was fully attributable to consolidated MarketWise, Inc. and its respective noncontrolling interests.

As of March 31, 2024, MarketWise, Inc.’s controlling interest in MarketWise, LLC is 11.7% and the noncontrolling interest was 88.3%. For the three months ended March 31, 2024, net income attributable to controlling interests included a $735 tax provision, which is 100% attributable to the controlling interest.

As of March 31, 2023, MarketWise, Inc.’s controlling interest in MarketWise, LLC was 9.3% and the noncontrolling interest was 90.7%. For the three months ended March 31, 2023 net income attributable to controlling interests included a $0.9 million tax provision, which was 100% attributable to the controlling interest.

MARKETWISE, INC.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, except share, unit, per share, and per unit data)

3. Revenue Recognition

Disaggregation of revenues

The following table depicts the disaggregation of revenue according to customer type and is consistent with how we evaluate our financial performance. We believe this depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.


	Three Months Ended March 31, 2024
	Subscriptions		Advertising		Revenue Share (Related Party)		Revenue Share (Third-party)		Total
Timing of transfer:
Transferred over time	$	108,275	$	—	$	—	$	—	$	108,275
Transferred at a point in time	—		319		379		18		716
Total	$	108,275	$	319	$	379	$	18	$	108,991


	Three Months Ended March 31, 2023
	Subscriptions		Advertising		Revenue Share (Related Party)		Revenue Share (Third-party)		Total
Timing of transfer:
Transferred over time	$	125,412	$	—	$	—	$	—	$	125,412
Transferred at a point in time	—		148		618		55		821
Total	$	125,412	$	148	$	618	$	55	$	126,233

Revenue recognition by subscription type was as follows:


	Three Months Ended March 31,
	2024		2023
Membership subscriptions	$	49,626	$	48,402
Term subscriptions	58,649		77,010
Non-subscription revenue	716		821
Total	$	108,991	$	126,233

Revenue for the Membership and Term subscription types are determined based on the terms of the subscription agreements. Non-subscription revenue consists of revenue from advertising and other revenue.

Net revenue by principal geographic areas was as follows:


	Three Months Ended March 31,
	2024		2023
United States	$	108,991	$	126,142
International	—		91
Total	$	108,991	$	126,233

Revenue by location is determined by the billing entity for the customer.

Contract Balances

The timing of revenue recognition, billings, cash collections and refunds affects the recognition of accounts receivable, contract assets and deferred revenue. Our current deferred revenue balance in the condensed consolidated

MARKETWISE, INC.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, except share, unit, per share, and per unit data)

balance sheets includes an obligation for refunds for contracts where the provision for refund has not lapsed. Accounts receivable, deferred revenue and obligation for refunds are as follows:


	As of
	March 31, 2024		December 31, 2023
Contract balances
Accounts receivable	$	3,350	$	4,528
Obligations for refunds	$	4,561	$	3,157
Deferred revenue – current	$	275,753	$	284,594
Deferred revenue – non-current	$	285,231	$	304,342

We recognized $92,561 and $104,035 of revenue during the three months ended March 31, 2024 and 2023, respectively, that was included within the beginning contract liability balance of the respective periods. The Company has collected all amounts included in deferred revenue other than $3,350 and $4,528 as of March 31, 2024 and December 31, 2023, respectively, related to the timing of cash settlement with our credit card processor.

Assets Recognized from Costs to Obtain a Contract with a Customer

The following table presents the opening and closing balances of our capitalized costs associated with contracts with customers:














Balance at January 1, 2024	$	164,900
Royalties and sales commissions – additions	5,237
Revenue share and cost per acquisition fees – additions	9,303
Amortization of capitalized costs	(28,304)
Balance at March 31, 2024	$	151,136

We did not recognize any impairment on capitalized costs associated with contracts with customers for the three months ended March 31, 2024 and 2023.

Remaining Performance Obligations

As of March 31, 2024, the Company had $565,545 of remaining performance obligations presented as deferred revenue in the condensed consolidated balance sheets. We expect to recognize approximately 50% of that amount as revenues over the next twelve months, with the remainder recognized thereafter.

4. Legacy Reorganization

On February 8, 2024, the Company reported that its Board of Directors had committed to a strategic realignment and reorganization (the “Reorganization”) whereby the Company will wind-down the operations of its Legacy Research Group business (“Legacy Research”) in response to misconduct discovered at Legacy Research where certain managers violated the Company’s policies.

Following the commitment to the Reorganization, Legacy Research began to significantly curtail business activities including any marketing efforts to acquire new subscribers, but continued to serve existing subscribers and fulfill existing subscriptions during the first quarter of 2024. At the time of the announcement, there were 104 employees at Legacy Research, which represented approximately 18% of the Company’s total employees. As of March 31, 2024, 12 employees were either terminated or resigned, and separation costs incurred in the three months ended March 31, 2024 totaled approximately $200. As of March 31, 2024, the Company was still evaluating a range of potential actions related to the Reorganization, including the sale of certain Legacy Research assets to other businesses within MarketWise, and actions with respect to the remaining employees, and had not approved any such plans.

MARKETWISE, INC.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, except share, unit, per share, and per unit data)

Legacy Research has leased office space and the current lease end date for this property is December 2028. As of March 31, 2024, the operating lease right-of-use asset and related leasehold improvements totaled approximately $2.9 million. The Company was still using this property in its operations, and evaluating various future alternatives with respect to this property as of March 31, 2024.

The Company expects that the Reorganization will be completed in the first half of fiscal 2024.

5. Acquisitions

MMP Acquisition

In January 2024, we acquired 100% ownership of certain assets and liabilities from Money Map Press, LLC (“MMP Acquisition”), a provider of financial newsletters, which is a related party. The Company will pay contingent consideration based on the level of subscription sales it achieves from certain customers beginning from the sale date through January 1, 2026, as defined in the sale agreement. The fair value of the contingent consideration was estimated to be $707. The contingent consideration will be remeasured at the end of each reporting period. The MMP Acquisition was accounted for using the acquisition method of accounting for business combinations. The purchase price allocation is preliminary pending completion of valuations of certain acquired assets and liabilities. The following table summarizes the fair value of assets acquired and liabilities assumed as of the acquisition date:


Goodwill	$	2,522
Tradenames	283
Customer relationships	2,235
Total assets acquired	5,040
Deferred revenue, current	(3,166)
Deferred revenue, noncurrent	(1,167)
Liabilities assumed	(4,333)
Net assets acquired	$	707

The excess purchase consideration over the fair values of assets acquired and liabilities assumed was recorded as goodwill. The acquired intangible assets related to the MMP Acquisition are amortized over their estimated useful lives. Accordingly, the tradenames are amortized over 8.7 years and customer relationships are amortized over 6.2 years. Amortization for the acquired intangible assets was $97 for the three months ended March 31, 2024.

6. Goodwill and Intangible Assets, Net

Goodwill

The carrying amounts of goodwill are as follows:


Balance at January 1, 2024	$	31,038
MMP Acquisition	2,522
Balance at March 31, 2024	$	33,560

MARKETWISE, INC.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, except share, unit, per share, and per unit data)

Intangible assets, net

Intangible assets, net consisted of the following as of the dates indicated:


	March 31, 2024
	Cost		Accumulated Amortization		Net Book Value		Weighted-Average Remaining Useful Life (in years)
Finite-lived intangible assets:
Customer relationships	$	14,679	$	(10,655)	$	4,024	4.7
Tradenames	3,871		(2,697)		1,174		4.8
Capitalized software development costs	5,010		(2,858)		2,152		3.7
Finite-lived intangible assets, net	23,560		(16,210)		7,350

Indefinite-lived intangible assets:

Internet domain names	1,087		—		1,087
Indefinite-lived intangible assets, net	1,087		—		1,087
Intangible assets, net	$	24,647	$	(16,210)	$	8,437


	December 31, 2023
	Cost		Accumulated Amortization		Net Book Value		Weighted-Average Remaining Useful Life (in years)
Finite-lived intangible assets:
Customer relationships	$	12,443	$	(10,371)	$	2,072	3.0
Tradenames	3,588		(2,611)		977		3.9
Capitalized software development costs	4,714		(2,595)		2,119		3.7
Finite-lived intangible assets, net	20,745		(15,577)		5,168

Indefinite-lived intangible assets:
Cryptocurrencies	—		—		—
Internet domain names	1,087		—		1,087
Indefinite-lived intangible assets, net	1,087		—		1,087
Intangible assets, net	$	21,832	$	(15,577)	$	6,255

We recorded amortization expense related to finite-lived intangible assets of $633 and $914 for the three months ended March 31, 2024 and 2023, respectively, within depreciation and amortization in the accompanying condensed consolidated statement of operations. These amounts include amortization of capitalized software development costs of $264 and $143 for the three months ended March 31, 2024 and 2023, respectively.

We recorded additions to capitalized software development costs of $297 and $382 for the three months ended March 31, 2024 and 2023, respectively.

MARKETWISE, INC.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, except share, unit, per share, and per unit data)

As of March 31, 2024, the total expected future amortization expense for finite-lived intangible assets is as follows:


Remainder of 2024	$	2,456
2025	1,876
2026	1,457
2027	509
2028	452
Thereafter	600
Finite-lived intangible assets, net	$	7,350

7. Fair Value Measurements

The following tables summarize our financial assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy as of the dates indicated:


	March 31, 2024
	Level 1		Level 2		Level 3		Aggregate Fair Value
Assets:
Money market funds	$	115,280	$	—	$	—	$	115,280
Contingent consideration receivable	—		—		1,253		1,253
Total assets	115,280		—		1,253		116,533
Liabilities:
Profits interests, noncurrent	—		—		2,378		2,378

Contingent consideration liability	—		—		707		707
Total liabilities	$	—	$	—	$	3,085	$	3,085


	December 31, 2023
	Level 1		Level 2		Level 3		Aggregate Fair Value
Assets:
Money market funds	$	121,345	$	—	$	—	$	121,345
Contingent consideration receivable	—		—		1,253		1,253
Total assets	121,345		—		1,253		122,598
Liabilities:
Profits interests, noncurrent	—		—		746		746
Total liabilities	$	—	$	—	$	746	$	746

The level 3 assets relate to contingent consideration receivable from a related party associated with the Buttonwood Publishing sale, see Note 4 - Acquisitions and Disposals in our Annual Report on Form 10-K for the year ended December 31, 2023, and the level 3 liabilities relate to contingent consideration liability to a related party associated with the MMP Acquisition and profits interests, see Note 5 - Acquisitions and Note 9 – Stock-Based Compensation, respectively.

MARKETWISE, INC.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, except share, unit, per share, and per unit data)

The following table provides quantitative information regarding the recurring Level 3 fair value measurements inputs for the contingent consideration receivable, profits interests, and contingent consideration liability at their measurement dates:


	As of
	March 31, 2024
Contingent consideration receivable
Discount rate	27.2	%
Revenue discount rate	5.8	%

Profits interests
Discount rate	25.0	%
Discount for lack of marketability	29.5	%

Contingent consideration liability
Discount Rate	27.2	%

The Company held no derivative liabilities as during the three months ended March 31, 2024. The following table summarizes the change in fair value of the derivative liabilities during the three months ended March 31, 2023:


Balance at January 1, 2023	$	1,281
Change in fair value of derivative instruments	1,011
Balance at March 31, 2023	$	2,292

8. Balance Sheet Components

Capitalized Implementation Costs

We capitalized cloud computing implementation costs for customer-relationship management, revenue management, and enterprise resource planning systems of $0 and $5 for the three months ended March 31, 2024 and 2023, respectively. The capitalized implementation costs are capitalized within other current assets and other assets on the condensed consolidated balance sheets. Amortization expense related to capitalized cloud computing implementation costs was $238 and $222 for the three months ended March 31, 2024 and 2023, respectively.

Property and Equipment, Net

Property and equipment, net consists of the following:


		As of
	Estimated Useful Lives	March 31, 2024		December 31, 2023
Furniture and fixtures	5 years	$	960	$	960
Computers, software and equipment	3 years	1,520		1,520
Leasehold improvements	Shorter of estimated useful life or remaining term of lease	1,271		1,271
		3,751		3,751
Less: Accumulated depreciation and amortization		(3,121)		(3,061)
Total property and equipment, net		$	630	$	690

MARKETWISE, INC.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, except share, unit, per share, and per unit data)

Depreciation and amortization expense for property and equipment was $60 and $70 for the three months ended March 31, 2024 and 2023, respectively.

Accrued Expenses

Accrued expenses consist of the following:


	As of
	March 31, 2024		December 31, 2023
Commission and variable compensation	$	8,260	$	29,817
Payroll and benefits	3,617		10,941

Other accrued expenses	10,171		14,283
Total accrued expenses	$	22,048	$	55,041

9. Stock-Based Compensation

Included within cost of revenue, sales and marketing, and general and administrative expenses are total stock-based compensation expenses as follows:


	Three Months Ended March 31,
	2024		2023
Cost of revenue	$	599	$	1,008
Sales and marketing	621		1,092
General and administrative	2,587		1,603
Total stock based-compensation expense	$	3,807	$	3,703

Total stock-based compensation expense for the three months ended March 31, 2024 and 2023 includes expenses related to our 2021 Incentive Award Plan, our ESPP and profits interests, as follows:


	Three Months Ended March 31,
	2024		2023
2021 Incentive Award Plan	$	2,086	$	3,603
Employee Stock Purchase Plan	89		100
Profits interests	1,632		—
Total stock-based compensation expense	$	3,807	$	3,703

2021 Incentive Award Plan

During the three months ended March 31, 2024, we granted 955,035 restricted stock units (“RSUs”) to certain employees and service providers in aggregate under our 2021 Incentive Award Plan.

For employees and service providers, both RSUs and stock appreciation rights (“SARs”) are primarily time based and typically vest ratably over four years, as specified in the individual grant notices. The RSUs may entitle the recipients to dividend equivalents if approved by the Plan Administrator, which are subject to the same vesting terms and accumulate during the vesting period. Upon vesting, the RSU holder will be issued the Company’s Class A common stock. The SARs will be settled in the Company’s Class A common stock upon exercise. The shares to be issued upon exercise will have a total market value equal to the SAR value calculated as (x) number of shares underlying SAR, multiplied by (y) any excess of the Company’s share value on the date of exercise over the exercise price set in each individual grant notice.

The fair value of the RSU is the same as the Company’s share price on the date of grant. The fair value of the SARs was determined using a Black-Scholes model.

MARKETWISE, INC.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, except share, unit, per share, and per unit data)

The activities of the RSUs and SARs and the related weighted average grant-date fair value of the respective share classes are summarized as follows, including granted, exercised and forfeited from January 1, 2024 to March 31, 2024.


	RSUs			SARs
	Units	Weighted-Average Grant Date Fair Value		Units	Weighted-Average Grant Date Fair Value
Outstanding at January 1, 2024	7,740,261	$	2.57	1,586,184	$	4.05
Granted	955,035	1.91		—	—
Exercised or vested	(1,796,681)	1.86		—	—
Forfeited	(176,665)	2.68		(100,283)	4.05
Expired	—	—		—	—
Outstanding at March 31, 2024	6,721,950	$	2.67	1,485,901	$	4.05
Exercisable at March 31, 2024	—	$	—	761,219	$	4.05

The stock compensation expense related to the RSU and SAR grants was $2,087 and $3,603 for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, 761,219 SARs were exercisable and they have a remaining contractual term of 7.3 years.

Employee Stock Purchase Plan

The Company recognized $89 and $100 of stock-based compensation expense related to the Employee Stock Purchase Plan ("ESPP”) during the three months ended three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, $189 has been withheld on behalf of employees for the June 30, 2024 purchase date.

Profits Interests

The Company recognized $1,632 of stock-based compensation expense related to the profits interests during the three months ended March 31, 2024.

MARKETWISE, INC.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, except share, unit, per share, and per unit data)

10. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share for the three months ended March 31, 2024 and 2023:


	Three Months Ended March 31,
	2024		2023
Basic earnings per share:
Numerator:
Net income	$	22,712	$	30,605
Less: Net income attributable to noncontrolling interests	21,055		29,138
Net income attributable to Class A common stockholders	$	1,657	$	1,467

Denominator:
Weighted average shares outstanding (in thousands)	36,726		29,172

Basic earnings per share	$	0.05	$	0.05

Diluted earnings per share:
Numerator:
Net income	$	22,712	$	30,605
Less: Net income attributable to noncontrolling interests	21,055		29,138
Net income attributable to Class A common stockholders	$	1,657	$	1,467

Denominator:
Weighted average shares outstanding (in thousands)	39,436		30,496

Diluted earnings per share	$	0.04	$	0.05

The Company’s potentially dilutive securities and their impact on the computation of diluted earnings per share is as follows:

▪Sponsor and MarketWise Management Member Earnout Shares: the 3,051,000 Sponsor Earnout Shares and the 2,000,000 MarketWise Management Member Earnout Shares (as defined and discussed in our Current Report on Form 8-K filed with the SEC on July 28, 2021) held in escrow are excluded from the earnings per share computation in both periods since the earnout contingency has not been met.

▪Restricted stock units: The basic earnings per share calculation includes the impact of vested RSUs. The diluted earnings per share calculation includes the impact of unvested RSUs, where the impact is dilutive, unless the Company has a net loss.

▪Stock appreciation rights: The diluted earnings per share calculation excludes the impact of SARs since the effect was antidilutive.

▪ESPP: The diluted earnings per share calculation includes the impact of dilutive shares and excludes the impact of antidilutive shares under the ESPP as of March 31, 2024 and 2023.

11. Income Taxes

We are subject to U.S. federal and state taxes with respect to our allocable share of any taxable income or loss of MarketWise, LLC, as well as any stand-alone income or loss we generate. MarketWise, LLC is treated as a

MARKETWISE, INC.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, except share, unit, per share, and per unit data)

partnership for U.S. income tax purposes and for most applicable state and local income tax purposes and generally does not pay income taxes in most jurisdictions. Instead, MarketWise, LLC’s taxable income or loss is passed through to its members, including us.

Our effective income tax rate was 3.1% and 2.9% for the three months ended March 31, 2024 and 2023, respectively. The main driver of the rate for the three months ended March 31, 2023 was the income allocation to the non-controlling interest. The main driver of the increase in the effective tax rate from the three months ended March 31, 2023 is the change in the income allocation to the non-controlling interest. Our effective tax rate for the three months ended March 31, 2024 differs from the U.S. federal statutory rate primarily because we generally do not record income taxes for the noncontrolling portion of pre-tax income.

As a result of the reverse capitalization in 2021, we recorded a deferred tax asset resulting from the outside basis difference in our interest in MarketWise, LLC. The company considers both positive and negative evidence when measuring the need for a valuation allowance. A valuation allowance is not required to the extent that, in management’s judgment, positive evidence exists with a magnitude and duration sufficient to result in a conclusion that it is more likely than not (a likelihood of more than 50%) that the Company’s deferred tax assets will be realized.

In evaluating the need for a valuation allowance on the deferred tax asset, the company considered positive evidence related to its historic earnings, forecasted income and reversal of temporary differences. Therefore, the Company recorded a valuation allowance in the amount of $29,869 for certain deferred tax assets that are not more likely than not to be realized.

As part of Transactions, we entered into Tax Receivable Agreements (“TRAs”) with certain shareholders. Pursuant to our election under Section 754 of the Code, as amended, and the regulations issued thereunder, we expect to receive a step up in the tax basis of our ownership in MarketWise, LLC as exchanges of the LLC Units (as defined herein) occur. These increases in tax basis may reduce the amount we may otherwise pay to various tax authorities in the future. The TRA liability will represent approximately 85% of the calculated tax savings based on basis adjustments and other carryforward attributes assumed that we anticipate to be able to utilize in future years. We will retain the remaining 15% of calculated tax savings. The payments contemplated by the TRA are not conditioned upon any continued ownership interest in MarketWise, LLC. The timing and amount of aggregate payments due pursuant to the TRA may vary based on several factors including the timing and amount of future taxable income, as well as future applicable tax rates. As such, significant inputs and assumptions are used to estimate the future expected payments under the TRA. During the three months ended March 31, 2024, Members of MarketWise, LLC exchanged an aggregate of 500,000 common units of MarketWise, LLC (“LLC Units”) together with an equal number of shares of Class B common stock for 500,000 newly-issued shares of Class A common stock. As a result, we have recorded a cumulative liability of $2,470 under the TRA as of March 31, 2024. No payments have been made under the TRA and no payments are expected in the next 12 months.

As of March 31, 2024, we had no unrecognized tax positions and believe there will be no changes to uncertain tax positions within the next 12 months.

12. Related Party Transactions

We have certain revenue share agreements with related parties. Accordingly, we recognized revenue from related parties of $379 and $618 for the three months ended March 31, 2024 and 2023, respectively.

We also incurred revenue share expenses paid to related parties of $1,306 and $1,152 which were capitalized as contract origination costs for the three months ended March 31, 2024 and 2023, respectively.

A related party provided call center support and other services to the Company for which we recorded an expense within cost of revenue of $134 and $136 for the three months ended March 31, 2024 and 2023, respectively.

MARKETWISE, INC.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, except share, unit, per share, and per unit data)

A related party provided marketing and copywriting services to the Company for which we recorded an expense within cost of revenue of $0 and $253 for the three months ended March 31, 2024 and 2023, respectively.

A related party also provided certain corporate functions to MarketWise and the costs of these services are charged to MarketWise. We recorded $23 and $27 for the three months ended March 31, 2024 and 2023, respectively, within related party expense in the accompanying condensed consolidated statement of operations. We held balances of $563 and $1,220 as of March 31, 2024 and December 31, 2023 of related party payables related to revenue share expenses, call center support, and the services noted above. The balances with our related party are presented net and are included in related party payables, net in the condensed consolidated balance sheet.

We earned fees and provided certain accounting and marketing services to companies owned by certain of MarketWise’s Class B stockholders. As a result, we recognized $155 and $302 in other income, net for the three months ended March 31, 2024 and 2023, respectively. Related party receivables related to these services were $155 and $239 as of March 31, 2024 and December 31, 2023, respectively.

We lease offices from related parties. Lease payments made to related parties were $435 and $433 for the three months ended March 31, 2024 and 2023, respectively, and related party rent expense of $603 and $605 were recognized in general and administrative expenses for the three months ended March 31, 2024 and 2023. At March 31, 2024 and December 31, 2023, ROU assets of $6,771 and $7,261 and lease liabilities of $5,403 and $5,740 are associated with leases with related parties.

13. Supplemental Cash Flow Information

Supplemental cash flow disclosures are as follows:


	Three Months Ended March 31,
		2024		2023
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest		$	(281)	$	(293)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases		(465)		(498)



Supplemental Disclosures of Non-Cash Investing and Financing Activities:

Capitalized software included in accounts payable		45		37

		As of March 31,
		2024		2023
Reconciliation of Cash and Cash Equivalents and Restricted Cash:
Cash and cash equivalents		$	131,175	$	161,459

Total cash and cash equivalents		$	131,175	$	161,459

14. Stockholders’ Equity

The Company’s capital stock consists of (i) issued and outstanding Class A common stock with a par value of $0.0001 per share, and (ii) issued and outstanding Class B common stock with a par value of $0.0001 per share.

The table set forth below reflects information about the Company’s equity as of March 31, 2024. The 3,051,000 Sponsor Earnout Shares held in escrow and the 2,000,000 Management Member Earnout Shares are considered contingently issuable shares and therefore excluded from the number of Class A common stock issued and outstanding in the table below.

MARKETWISE, INC.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, except share, unit, per share, and per unit data)


	Authorized	Issued	Outstanding
Common stock - Class A	950,000,000	38,122,283	38,122,283
Common stock - Class B	300,000,000	287,592,303	287,592,303
Preferred stock	100,000,000	—	—
Total	1,350,000,000	325,714,586	325,714,586

Each share of Class A and Class B common stock entitles the holder one vote per share. Only holders of Class A common stock have the right to receive dividends. In the event of liquidation, dissolution or winding up of the affairs of the Company, only holders of Class A common stock have the right to receive liquidation proceeds, while the holders of Class B common stock are entitled to only the par value of their shares. Class B common stock can be issued only to members of MarketWise, LLC, their respective successors and permitted transferees. Under the terms of the Third Amended and Restated Limited Liability Company Operating Agreement of MarketWise, LLC (the “MarketWise Operating Agreement”), and subject to certain restrictions set forth therein, the MarketWise Members are entitled to have their LLC Units redeemed or exchanged for shares of our Class A common stock, at our option. If redeemed for cash at the Company’s option, such cash would have to be generated through an offering of shares to the market such that there would not be any situation where there would be a net cash obligation to the Company for such redemption. Shares of our Class B common stock held by any such redeeming or exchanging MarketWise Member will be canceled for no additional consideration on a one-for-one basis with the redeemed or exchanged LLC Units whenever the MarketWise Members’ LLC Units are so redeemed or exchanged. The MarketWise Members may exercise such redemption rights for as long as their LLC Units remain outstanding. Our Board has discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock.

In 2023, we commenced paying quarterly dividends on shares of our Class A common stock and distributions on our LLC Units. There can be no assurance that we will continue to pay dividends in the future. The payment of any future dividends and distributions will be at the discretion of our Board of Directors and will depend on our results of operations, capital requirements, financial condition, prospects, contractual arrangements, any limitations on payment of dividends present in any debt agreements, and other factors that our Board of Directors may deem relevant.

The dividends and distributions declared during the three months ended March 31, 2024 were as follows:


		Dividends				Distributions
Date declared	Date paid	per share		Total		per unit		Total



October 18, 2023	January 25, 2024	$	0.01	$	471	$	0.01	$	2,881
March 5, 2024	April 25, 2024	$	0.01	$	493	$	0.01	$	2,878

15. Subsequent Events

Subsequent events have been evaluated through May 15, 2024, which is the date that the financial statements were issued.

With respect to the Legacy Research Reorganization described in Note 4 – Legacy Reorganization, as of May 15, 2024, the Company was still evaluating a range of potential actions related to the Reorganization, including the sale of certain Legacy Research assets to other businesses within MarketWise, and actions with respect to the remaining employees, and had not approved any such plans.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of the financial condition and results of operations of MarketWise, Inc., a Delaware corporation (“MarketWise,” “we,” “us,” and “our”), should be read together with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and the related notes and the discussion under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Annual Report”). The following discussion contains forward-looking statements. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause future results to differ materially from those projected in the forward-looking statements include, but are not limited to, those discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” in this report.

Overview

We are a leading multi-brand platform of subscription businesses that provides premium financial research, software, education, and tools for self-directed investors. We offer a comprehensive portfolio of high-quality, independent investment research, as well as several software and analytical tools, on a subscription basis.

MarketWise started in 1999 with the simple idea that, if we could publish intelligent, independent, insightful, and in-depth investment research and treat the subscriber the way we would want to be treated, then subscribers would renew their subscriptions and stay with us. Over the years, we have expanded our business into a comprehensive suite of investment research products and solutions. We now produce a diversified product portfolio from a variety of financial research brands such as Stansberry Research, Chaikin Analytics, and InvestorPlace. Our entire investment research product portfolio is 100% digital and channel agnostic, and we offer all of our research across a variety of platforms, including desktop, laptop, and mobile devices, including tablets and mobile phones.

Today, we benefit from the confluence of a leading editorial team, diverse portfolio of content and brands, and comprehensive suite of investor-centric tools that appeal to a broad subscriber base.

First Quarter 2024 Highlights

On February 8, 2024, the Company reported that its Board of Directors had committed to a strategic realignment and reorganization (the “Reorganization”) whereby we will wind-down the operations of our Legacy Research Group business (“Legacy Research”) in response to misconduct discovered at Legacy Research where certain managers violated the Company’s policies. For more information on the Legacy Reorganization, see “— Legacy Reorganization.”

The following table presents net cash provided by operating activities, and the related margin as a percentage of net revenue, and Adjusted CFFO, a non-GAAP measure, and the related margin as a percentage of Billings, for each of the periods presented. For more information on Adjusted CFFO and Adjusted CFFO Margin, see “— Non-GAAP Financial Measures.”


(In thousands)	Three Months Ended March 31,
	2024			2023			% Change
Net cash provided by operating activities	$	(18,511)		3,868			(578.6)	%
Total net revenue	108,991			126,233			(13.7)	%
Net cash provided by operating activities margin	(17.0)		%	3.1		%

Adjusted CFFO	$	(18,511)		$	3,868		(578.6)	%
Billings	77,222			97,171			(20.5)	%
Adjusted CFFO Margin	(24.0		%)	4.0		%

Key Factors Affecting Our Performance

We believe that our growth and future success are dependent upon several factors, including those below and those noted in the “Risk Factors” section in the Annual Report. The key factors below represent significant business opportunities as well as challenges that we must successfully address in order to continue our growth and improve our financial results.

Growing our subscriber base with compelling unit economics. We are highly focused on continuing to acquire new subscribers to support our long-term growth. Our marketing spend is a large driver of new subscriber growth. At the heart of our marketing strategy is our compelling unit economics that combine long-term subscriber relationships, highly scalable content delivery, cost-effective customer acquisition, and high-margin conversions.

Our Paid Subscribers (as defined below) as of December 31, 2023 generated average customer lifetime Billings of approximately $1,494, resulting in a LTV/CAC (as defined below) ratio of approximately 2.3x. On average, it takes us approximately 1.1 to 1.6 years for a Paid Subscriber’s cumulative net revenue to exceed the total cost of acquiring that subscriber (which includes fixed costs, such as marketing salaries). For more information on Billings and our LTV/CAC ratio and the components of this ratio, see “—Key Business Metrics” and “—Definitions of Metrics,” respectively.

We adjust our marketing spend to drive efficient and profitable customer acquisition. We can adjust our marketing spend in near real-time, and we monitor costs per acquisition relative to the cart value of the initial subscription. We seek and typically achieve 90-day payback periods to cover this variable component of the direct marketing spend.

As of March 31, 2024, our paid subscriber base was 683 thousand, down 94 thousand, or 12.1% as compared to 777 thousand at March 31, 2023. Our base is comprised of subscribers obtained through both direct-to-paid acquisition and free-to-paid conversions. Since 2019, direct-to-paid acquisition has accounted for approximately two-thirds of our annual Paid Subscriber acquisition, and is largely driven by display ads and targeted email campaigns.

Our free subscription products also serve as a significant source of new Paid Subscribers, accounting for approximately one-third of our annual Paid Subscriber acquisition.

Retaining and expanding relationships with existing subscribers. We believe that we have a significant opportunity to expand our relationships with our large base of Free and Paid Subscribers. Thanks to the quality of our products, we believe our customers will continue their relationship with us and extend and increase their subscriptions over time. As we deepen our engagement with our subscribers, our customers tend to purchase more and higher-value products. Our ARPU (as defined below) as of March 31, 2024 was $492, which decreased 0.2% from $493 as of March 31, 2023. For more information on ARPU, see “Key Business Metrics—Average Revenue Per User.”

Conversion rates are important to our business because they are an indicator of how engaged and how well we are connecting with our subscribers. The time it takes our customers to move from our free products to our lower-priced paid subscriptions and eventually to high-end products and membership “bundled” offerings impacts our growth in net revenue, Billings, and ARPU.

Our high-value composition rate reflects the rate at which Paid Subscribers that have purchased less than $600 of our products over their lifetime convert into subscribers that have purchased more than $600. We believe our high-value composition rate reflects our ability to retain existing subscribers through renewals and our ability to expand our relationship with them when those subscribers purchase higher-value subscriptions. Our cumulative ultra high-value composition rate reflects the rate at which high value Paid Subscribers that have purchased more than $600 of our products over their lifetime convert into subscribers that have purchased more than $5,000. We believe our ultra high-value composition rate reflects our ability to successfully build lifetime relationships with our subscribers, often across multiple products and brands. As of March 31, 2024, our high-value composition rate and ultra high-value composition rate were 49% and 42%, respectively.

Definitions of Metrics

Throughout this discussion and analysis, a number of our financial and operating metrics are referenced which we do not consider to be key business metrics, but which we review to monitor performance, and which we believe may be useful to investors. These are:

Annual free-to-paid and annual active free-to-paid conversion rates: The Company has historically defined free-to-paid conversion rate as the number of Free Subscribers (as defined below) who purchased a subscription during the period divided by the average number of Free Subscribers during the period. In addition, the Company has historically defined active free-to-paid conversion rate as the number of Active Free Subscribers (as defined below) who purchased a subscription during the period divided by the average number of Active Free Subscribers during the period. There have been no changes to the calculation of free-to-paid or active free-to-paid conversion rates. However, the Company has revised the definition of free-to-paid and active free-to-paid conversion rates to provide clarity in how they are calculated.

We calculate our free-to-paid conversion rate as the sum of (i) the number of Free Subscribers who purchased their first subscription during the period and (ii) the number of Free Subscribers who purchased their first subscription during the period after six months of not having an active paid subscription across all of MarketWise divided by the average number of Free Subscribers during the period. We calculate our active free-to-paid conversion rate as the sum of (i) the number of Active Free Subscribers who purchased their first subscription during the period and (ii) the number of Active Free Subscribers who purchased their first subscription during the period after six months of not having an active paid subscription across all of MarketWise divided by the average number of Active Free Subscribers during the period. We believe our free-to-paid and active free-to-paid conversion rates are indicators of the type of Free Subscribers that we are signing up and the quality of our content and marketing efforts. Investors should consider free-to-paid and active free-to-paid conversion rates as two of the factors in evaluating our ability to maintain a robust pipeline for new customer acquisition.

Cumulative free-to-paid and cumulative active free-to-paid conversion rates: We calculate our cumulative free-to-paid conversion rate as the sum of (i) the number of Free Subscribers who purchased their first subscription during the trailing three-year period and (ii) the number of Free Subscribers who purchased their first subscription during the trailing three-year period after six months of not having an active paid subscription across all of MarketWise divided by the average number of Free Subscribers during the trailing three-year period. We calculate our cumulative active free-to-paid conversion rate as the sum of (i) the number of Active Free Subscribers who purchased their first subscription during the trailing three-year period and (ii) the number of Active Free Subscribers who purchased their first subscription during the trailing three-year period after six months of not having an active paid subscription across all of MarketWise divided by the average number of Active Free Subscribers during the trailing three-year period.

High-value composition rate: Our high-value composition rate reflects the number of Paid Subscribers who have purchased >$600 in aggregate over their lifetime as of a particular point in time divided by the total number of Paid Subscribers as of that same point in time.

Landing Page Visits: The cumulative number of visits to our standalone web pages created specifically for each marketing campaign. We believe landing page visits are a measure of customer engagement.

LTV/CAC ratio: We calculate LTV/CAC ratio as LTV divided by CAC. We use LTV/CAC ratio because it is a standard metric for subscription-based businesses, and we believe that an LTV/CAC ratio above 3x is considered to be indicative of strong profitability and marketing efficiency. We believe that an increasing LTV per subscriber reflects our existing subscribers recognizing our value proposition, which will expand their relationship with us across our platform over time, either through a combination of additional product purchases or by joining our membership offerings. Investors should consider this metric when evaluating our ability to achieve a return on our marketing investment. Lifetime value (“LTV”) represents the average margin on average customer lifetime Billings (that is, the estimated cumulative spend across a customer’s lifetime). Customer acquisition cost (“CAC”) is defined as direct marketing spend, plus external revenue share expense,

plus retention and renewal expenses, plus copywriting and marketing salaries, plus telesales salaries and commissions, plus customer service commissions.

Net revenue retention: Net revenue retention is defined as Billings from all prior period cohorts in the current period, divided by all Billings from the prior period. We believe that a high net revenue retention rate is a measure of customer retention and an indicator of the engagement of our subscribers with our products. Investors should consider net revenue retention as an ongoing measure when evaluating our subscribers’ interest in continuing to subscribe to our products and spending more with us over time.

Ultra high-value composition rate: Our ultra high-value composition rate reflects the number of Paid Subscribers who have purchased >$5,000 in aggregate over their lifetime as of a particular point in time divided by the number of high-value subscribers as of that same point in time. We believe our ultra high-value composition rate reflects our ability to successfully build lifetime relationships with our subscribers, often across multiple products and brands. Investors should consider ultra high-value composition rate as a factor in evaluating our ability to retain and expand our relationship with our subscribers.

Key Business Metrics

We review the following key business metrics to measure our performance, identify trends, formulate financial projections, and make strategic decisions. We are not aware of any uniform standards for calculating these key metrics, which may hinder comparability with other companies who may calculate similarly titled metrics in a different way.


	As of and for the Three Months Ended March 31,					As of and for the Three Months Ended December 31,
	2024		2023		% change	2023		% change
Free Subscribers	16,655,670		15,678,205		6.2%	16,446,752		1.3%
Active Free Subscribers	3,784,280		4,033,987		(6.2)%	4,067,199		(7.0)%
Paid Subscribers	683,436		777,397		(12.1)%	737,140		(7.3)%
ARPU	$	492	$	493	(0.2)%	$	503	(2.2)%
New Marketing Billings (in thousands)	$	54,788	$	66,746	(17.9)%	$	67,732	(19.1)%
Net Renewal Billings (in thousands)	$	21,439	$	29,101	(26.3)%	$	21,575	(0.6)%
Other Billings (in thousands)	$	995	$	1,324	(24.8)%	$	4,250	(76.6)%
Total Billings (in thousands)	$	77,222	$	97,171	(20.5)%	$	93,557	(17.5)%

Free Subscribers. Free Subscribers are defined as unique subscribers who have subscribed to one of our free investment publications via a valid email address and continue to remain directly opted in, excluding any Paid Subscribers who also have free subscriptions. Free subscriptions are often daily publications that include some commentary about the stock market, investing ideas, or other specialized topics. Included within our free publications are advertisements and editorial support for our current marketing campaigns. While subscribed to our publications, Free Subscribers learn about our editors and analysts, get to know our products and services, and learn more about ways we can help them be a better investor.

In order to better describe our universe of Free Subscribers, we recognize sub-categories of Free Subscribers – Active and Passive Free Subscribers. Active Free Subscribers are those Free Subscribers with whom we have engaged during the most recent quarter and represent those individuals who have received and/or consumed our content on a regular basis during that same quarter. Our analysis indicates that this population of Active Free Subscribers is more likely to continue to consume content and convert to a Paid Subscriber. Passive Free Subscribers represent those individuals who have not directly received our content during the most recent quarter, however, they remain included in our Free Subscriber population as defined above and may continue to consume content from our platforms. We expect the composition of our Active and Passive Free

Subscribers will change over time as we refine our marketing and data analysis techniques aimed at converting Free Subscribers to Paid Subscribers.

Free Subscribers increased by 1.0 million, or 6.2%, to 16.7 million at March 31, 2024 as compared to 15.7 million at March 31, 2023. As of March 31, 2024, average Active Free Subscribers decreased by 0.2 million, or 6.2%, to 3.8 million, compared to 4.0 million as of March 31, 2023. The year over year decline in Active Free Subscribers is a result of cessation of engagement with our Legacy Research Group free subscribers as the wind down of this business began in February 2024.

Free Subscribers was flat at 16.7 million as of March 31, 2024 as compared to 16.4 million as of December 31, 2023. As of March 31, 2024, average Active Free Subscribers decreased by 0.3 million, or 7.0% to 3.8 million, compared to 4.1 million as of December 31, 2023, again as a result of cessation of engagement with our Legacy Research Group free subscribers as the wind down of this business began in February 2024.

Paid Subscribers. We define Paid Subscribers as the total number of unique subscribers with at least one paid subscription at the end of the period. We view the number of Paid Subscribers at the end of a given period as a key indicator of the attractiveness of our products and services, as well as the efficacy of our marketing in converting Free Subscribers to Paid Subscribers and generating direct-to-paid Paid Subscribers. We grow our Paid Subscriber base through performance marketing directly to prospective and existing subscribers across a variety of media, channels, and platforms.

Total Paid Subscribers decreased by 94 thousand, or 12.1%, to 683 thousand as of March 31, 2024 as compared to 777 thousand at March 31, 2023, driven by continued soft consumer engagement. While gross new subscribers increased 16.4% over the same quarter in the prior year, churn was elevated due to expiring subscriptions in our Legacy Research Group which likely came as a result of the wind down of this business which began in February 2024. The decreases from these factors were partially offset by the addition of approximately 25 thousand Paid Subscribers that joined our list with the MMP acquisition in first quarter 2024.

Total Paid Subscribers decreased by 54 thousand, or 7.3%, to 683 thousand as of March 31, 2024 as compared to 737 thousand as of December 31, 2023. Gross new subscribers were flat compared to fourth quarter 2023. However, we saw elevated churn in the quarter primarily as a result of expiring subscriptions within our Legacy Research Group as the wind down of this business began in February 2024. The decreases from these factors were partially offset by the addition of approximately 25 thousand Paid Subscribers that joined our list with the MMP acquisition in first quarter 2024.

Subscriber count churn has ranged from approximately 2.4% to 2.7% per month between 2021 and 2023. As of March 31, 2024, the average monthly churn over the trailing twelve months was at the higher end of the this range. Almost all of the subscribers who churned in first quarter 2024 did so having owned only one entry level publication. This is evidenced by the fact that their ARPU approximately matched the subscription price of our entry level publications. We believe our net revenue retention rate, which has averaged over 70% from 2021 to 2023, is a more meaningful gauge of subscriber satisfaction.

Average Revenue Per User (“ARPU”). We calculate ARPU as the trailing four quarters of net Billings divided by the average number of quarterly total Paid Subscribers over that period. We believe ARPU is a key indicator of how successful we are in attracting subscribers to higher-value content. We believe that our high ARPU is indicative of the trust we build with our subscribers and of the value they see in our products and services.

ARPU decreased by $1, or 0.2%, to $492 as of March 31, 2024 as compared to $493 as of March 31, 2023. Both trailing four quarter Billings and trailing four quarter Paid Subscribers decreased by 14%. The decrease in

trailing four quarter Billings was driven by reduced engagement of prospective and existing subscribers, as further discussed in Billings below.

ARPU decreased by $11, or 2.2%, to $492 as of March 31, 2024 as compared to $503 as of December 31, 2023. The sequential decrease was driven by a 5% decrease in trailing four-quarter Billings, while trailing four-quarter average Paid Subscribers only decreased 3%.

While they have declined somewhat recently, our ARPUs remain high relative to other subscription businesses, and we attribute this to the quality of our content and effective sales and marketing efforts regarding higher value content, bundled subscriptions and membership subscriptions. These subscriptions have compelling economics that allow us to recoup our initial marketing spend made to acquire these subscribers. Specifically, our payback period was estimated at 1.5 years, 1.5 years, and 0.9 years for the years ended December 31, 2023, 2022 and 2021, respectively. Our payback period remains elevated primarily due to a combination of increased customer acquisition costs and the hesitancy of these subscribers to make additional purchases. The payback period was lower in 2021 with conversion rates still relatively high and, to a far lesser degree, lower costs for media spend as demand was somewhat constrained as the pandemic lingered.

Billings. Billings represents amounts invoiced to customers. We measure and monitor our Billings because it provides insight into trends in cash generation from our marketing campaigns. We generally bill our subscribers at the time of sale and receive full cash payment up front, and defer and recognize a portion of the related revenue ratably over time for term and membership subscriptions. For certain subscriptions, we may invoice our Paid Subscribers at the beginning of the term, in annual or monthly installments, and, from time to time, in multi-year installments. Only amounts invoiced to a Paid Subscriber in a given period are included in Billings. While we believe that Billings provides valuable insight into the cash that will be generated from sales of our subscriptions, this metric may vary from period to period for a number of reasons and, therefore, Billings has a number of limitations as a quarter-over-quarter or year-over-year comparative measure. These reasons include, but are not limited to, the following: (i) a variety of contractual terms could result in some periods having a higher proportion of annual or membership subscriptions than other periods; (ii) fluctuations in payment terms may affect the Billings recognized in a particular period; and (iii) the timing of large campaigns may vary significantly from period to period.

We break down our Billings into three sub-categories: New Marketing Billings, Net Renewal Billings, and Other Billings.

New Marketing Billings are Billings from all new subscription sales. New Marketing Billings decreased by $12.0 million, or 17.9%, to $54.8 million for first quarter 2024 as compared to $66.7 million for first quarter 2023. The decrease was primarily driven by ceasing new sales campaigns within our Legacy Research Group brands, which began winding down operations in mid-February 2024.

New Marketing Billings decreased by $12.9 million, or 19.1% to $54.8 million for first quarter 2024 as compared to $67.7 million in fourth quarter 2023. The decrease was primarily driven by ceasing new sales campaigns within our Legacy Research Group brands, which began winding down operations in mid-February 2024.

Net Renewal Billings are Billings from renewals and maintenance fee payments. Net Renewal Billings decreased by $7.7 million, or 26.3%, to $21.4 million for first quarter 2024 as compared to $29.1 million for first quarter 2023. This is primarily a function of a significant decrease (approximately 120 thousand) in average Paid Subscribers for the trailing twelve months ended March 31, 2024 versus the trailing twelve months ended March 31, 2023.

Net Renewal Billings decreased by $0.1 million, or 0.6%, to $21.4 million for first quarter 2024 as compared to $21.6 million for fourth quarter 2023. While new sales campaigns ceased within Legacy Research Group beginning with the wind down in February 2024, existing subscription renewals continued to be fulfilled throughout the quarter contributing to flat Net Renewal Billings.

Other Billings are Billings from revenue share, advertising and conferences. Other Billings decreased by $0.3 million, or 24.8% to $1.0 million for first quarter 2024 as compared to $1.3 million for first quarter 2023.

Other Billings decreased by $3.3 million or 76.6% to $1.0 million for first quarter 2024 as compared to $4.3 million for fourth quarter 2023 as a result of decreasing revenue share activity with external parties.

Total Billings decreased by $19.9 million, or 20.5%, to $77.2 million for the first quarter 2024 as compared to $97.2 million for first quarter 2023. While consumer engagement remains soft, we believe the decrease was primarily driven by our Legacy Research Group brands, which began winding down operations in mid-February 2024.

Total Billings decreased by $16.3 million, or 17.5%, to $77.2 million for first quarter 2024 as compared to $93.6 million for fourth quarter 2023. The decrease was primarily driven by our Legacy Research Group brands, which began winding down operations in mid-February 2024.

Components of MarketWise’s Results of Operations

Net Revenue

We generate net revenue primarily from services provided in delivering term and membership subscription-based financial research, publications, and SaaS offerings to individual subscribers through our online platforms, advertising arrangements, print products, events, and revenue share agreements.

We earn net revenue from the sale of advertising placements on our websites and from the sale of print products and events. We also recognize net revenue through revenue share agreements where we earn a commission for successful sales by other parties generated through the use of our customer list. We expect advertising and other net revenue to increase in absolute dollars as our business grows.

Employee Compensation Costs

Employee compensation costs, or payroll and payroll-related costs, include salaries, bonuses, benefits, and stock-based compensation for employees classified within cost of revenue, sales and marketing, and general and administrative, and also includes sales commissions for sales and marketing employees. Stock-based compensation includes amounts related to our 2021 Incentive Award Plan, our ESPP, and profits interests.

Cost of Revenue

Cost of revenue consists primarily of employee compensation costs associated with producing and publishing MarketWise’s content, hosting fees, customer service, credit card processing fees, product costs, and allocated overhead. Cost of revenue is exclusive of depreciation and amortization, which is shown as a separate line item.

Sales and Marketing

Sales and marketing expenses consist primarily of employee compensation costs, amortization of deferred contract acquisition costs, agency costs, advertising campaigns, and branding initiatives. Sales and marketing expenses are exclusive of depreciation and amortization shown as a separate line item.

Research and Development

Research and development expenses consist primarily of employee compensation costs, technical services, software expenses, and hosting expenses. Research and development expenses are exclusive of depreciation and amortization shown as a separate line item.

General and Administrative

General and administrative expenses consist primarily of employee compensation costs associated with our finance, legal, information technology, human resources, executive, and administrative personnel, legal fees, corporate insurance, office expenses, professional fees, and travel and entertainment costs.

Depreciation and Amortization

Depreciation and amortization expenses consist of amortization of trade names, customer relationship intangibles, and software development costs, as well as depreciation on other property and equipment such as leasehold improvements, furniture and fixtures, and computer equipment.

Related Party Expense

Related party expenses primarily consist of Board of Director compensation, revenue share expenses, and expenses for certain corporate functions performed by a related party for certain historic periods.

Other Income (Expense), Net

Other income (expense), net primarily consists of the net gains on our embedded derivative instruments.

Interest (Expense) Income, Net

Interest (expense) income, net primarily consists of interest income from our money market accounts, as well as interest expense related to the 2021 Credit Facility.

Net Income Attributable to Noncontrolling Interests

As of March 31, 2024, MarketWise, Inc.’s controlling interest in MarketWise, LLC was 11.7% and the noncontrolling interest was 88.3%. For the three months ended March 31, 2024 net income attributable to controlling interests included a $0.7 million tax provision, which is 100% attributable to the controlling interest.

Results of Operations

The following table sets forth our results of operations for the periods presented:


(In thousands)	Three Months Ended March 31,
	2024		2023
Net revenue	$	108,612	$	125,615
Related party revenue	379		618
Total net revenue	108,991		126,233
Operating expenses:
Cost of revenue(1)	13,368		15,290
Sales and marketing(1)	47,297		48,727
General and administrative(1)	23,802		28,033
Research and development(1)	2,149		2,463
Depreciation and amortization	693		984
Related party expense	127		128
Total operating expenses	87,436		95,625
Income from operations	21,555		30,608
Other income, net	234		387
Interest income, net	1,658		538
Income before income taxes	23,447		31,533
Income tax expense	735		928

Net income	22,712		30,605
Net income attributable to noncontrolling interests	21,055		29,138
Net income attributable to MarketWise, Inc.	$	1,657	$	1,467

__________________

(1)Cost of revenue, sales and marketing, general and administrative, and research and development expenses are exclusive of depreciation and amortization shown as a separate line item.

The following table sets forth our condensed consolidated statements of operations data expressed as a percentage of net revenue for the periods indicated:


	Three Months Ended March 31,
	2024		2023
Net revenue	100.0	%	100.0	%
Operating expenses:
Cost of revenue(1)	12.3	%	12.1	%
Sales and marketing(1)	43.4	%	38.6	%
General and administrative(1)	21.8	%	22.2	%
Research and development(1)	2.0	%	2.0	%
Depreciation and amortization	0.6	%	0.8	%
Related party expense	0.1	%	0.1	%
Total operating expenses	80.2	%	75.8	%
Income from operations	19.8	%	24.2	%
Other income, net	0.2	%	0.3	%
Interest income, net	1.5	%	0.4	%
Income before income taxes	21.5	%	25.0	%
Income tax expense	0.7	%	0.7	%

Net income	20.8	%	24.2	%
Net income attributable to noncontrolling interests	19.3	%	23.1	%
Net income attributable to MarketWise, Inc.	1.5	%	1.2	%

__________________

(1)Cost of revenue, sales and marketing, general and administrative, and research and development expenses are exclusive of depreciation and amortization shown as a separate line item.

Comparison of Three Months Ended March 31, 2024 and Three Months Ended March 31, 2023

Net Revenue


(In thousands)	Three Months Ended March 31,				$ Change		% Change
	2024		2023
Net revenue	$	108,991	$	126,233	$	(17,242)	(13.7)	%

The decrease in net revenue was primarily driven by a $18.4 million decrease in term subscription revenue, partially offset by a $1.2 million increase in membership subscription revenue.

Term subscription revenue decreased during the three months ended March 31, 2024 primarily due to lower Billings as compared to the 2023 period which was driven by reduced engagement of prospective and existing subscribers in the 2024 period.

Operating Expenses


(In thousands)	Three Months Ended March 31,				$ Change		% Change
	2024		2023
Operating expenses:
Cost of revenue	$	13,368	$	15,290	$	(1,922)	(12.6)	%
Sales and marketing	47,297		48,727		(1,430)		(2.9)	%
General and administrative	23,802		28,033		(4,231)		(15.1)	%
Research and development	2,149		2,463		(314)		(12.7)	%
Depreciation and amortization	693		984		(291)		(29.6)	%
Related party expenses	127		128		(1)		(0.8)	%
Total operating expenses	$	87,436	$	95,625	$	(8,189)	(8.6)	%

Cost of Revenue

Cost of revenue decreased primarily driven by a $1.0 million decrease in salaries, taxes and benefits, a $0.5 million decrease in credit card fees, and a $0.4 million decrease in stock-based compensation expense.

Sales and Marketing

Sales and marketing expense decreased primarily driven by a $2.2 million decrease in salaries, taxes and benefits, and a $0.5 million decrease in stock-based compensation expense. This was partially offset by a $1.3 million increase in amortization of deferred contract acquisition costs.

General and Administrative

General and administrative expense decreased primarily driven by a $3.3 million decrease in incentive compensation, and a $1.1 million decrease in professional fees.

Non-GAAP Financial Measures

In addition to our results determined in accordance with GAAP, we believe that the below non-GAAP financial measures are useful in evaluating our operating performance. We use the below non-GAAP financial measures, collectively, to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-GAAP financial information, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance. This non-GAAP financial information is presented for supplemental informational purposes only and should not be considered a substitute for financial information presented in accordance with GAAP, and may be different from similarly titled non-GAAP measures used by other companies. A reconciliation is provided below for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measures and the reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures.


(In thousands)	Three Months Ended March 31,
	2024			2023			% Change
Adjusted CFFO	$	(18,511)		$	3,868		(578.6)%
Adjusted CFFO Margin	(24.0)		%	4.0		%

Adjusted CFFO / Adjusted CFFO Margin

In addition to our results determined in accordance with GAAP, we disclose the non-GAAP financial measure Adjusted CFFO. We define Adjusted CFFO as cash flow from operations plus or minus any non-recurring items. We define Adjusted CFFO Margin as Adjusted CFFO as a percentage of Billings.

We believe that Adjusted CFFO and Adjusted CFFO Margin are useful indicators that provide information to management and investors about our ability to generate cash, and for internal planning and forecasting purposes.

Adjusted CFFO and Adjusted CFFO Margin have limitations as analytical tools, and should not be considered in isolation or as substitutes for analysis of other GAAP financial measures, such as cash flow from operations or operating cash flow margin. Some of the limitations of using Adjusted CFFO and Adjusted CFFO Margin are that these metrics may be calculated differently by other companies in our industry.

We expect Adjusted CFFO and Adjusted CFFO Margin to fluctuate in future periods as we invest in our business to execute our growth strategy. These activities, along with any non-recurring items as described above, may result in fluctuations in Adjusted CFFO and Adjusted CFFO Margin in future periods.

The following table provides a reconciliation of net cash provided by operating activities, the most directly comparable financial measure calculated in accordance with GAAP, to Adjusted CFFO for each of the periods presented:


(In thousands)	Three Months Ended March 31,
	2024		2023		% Change
Net cash provided by operating activities	$	(18,511)	$	3,868	(578.6)%
Nonrecurring expenses	—		—		N/M

Adjusted CFFO	$	(18,511)	$	3,868	(578.6)%

The following table provides the calculation of net cash provided by operating activities margin as a percentage of total net revenue, the most directly comparable financial measure in accordance with GAAP, and Adjusted CFFO Margin for each of the periods presented:


(In thousands)	Three Months Ended March 31,
	2024			2023			% change
Net cash provided by operating activities	$	(18,511)		3,868			(578.6)%
Total net revenue	108,991			126,233			(13.7)%
Net cash provided by operating activities margin	(17.0)		%	3.1		%

Adjusted CFFO	$	(18,511)		$	3,868		(578.6)%
Billings	77,222			97,171			(20.5)%
Adjusted CFFO Margin	(24.0		%)	4.0		%

CFFO and Adjusted CFFO for the three months ended March 31, 2024 was primarily due to net changes in our operating assets and liabilities which reduced cash by $46.8 million, including incentive compensation payouts and payments related to two renegotiated employment agreements. This was partially offset by net income of $22.7 million, adjusted for net non-cash items which increased cash by $5.6 million.

Liquidity and Capital Resources

General

A substantial portion of our cash on hand is the result of the nature of our subscription business. We receive cash up front from our sales of annual, multi-year, and membership subscriptions. For tax and GAAP purposes, however, this revenue is deferred and recognized over the term of the subscription, or in the case of membership subscriptions, over four years for tax and five years for GAAP. Tax distributions are made to MarketWise Members to satisfy their tax obligations when revenue is recognized for tax purposes, not when cash is received. The timing difference between when cash is received and when tax distributions are made results in an accumulation of cash on our balance sheet.

We refer to this accumulation of cash as our “float” which we view as a valuable resource that we may invest or use to expand our operations. We expect that as we grow our business, the amount of our float will increase. The Company estimates that the amount of float was approximately $127.0 million and $120.5 million as of March 31, 2024 and December 31, 2023, respectively. As part of the Company's broader capital allocation strategy, our consolidated cash balance may from time to time decline below our estimate of the long term float requirement.

The Company invests a portion of this cash in financial instruments to achieve reasonable returns on a risk-adjusted basis. The investment allocation decisions are based in part on the anticipated liquidity requirements of the Company including working capital, estimated tax related distributions, and broader capital allocation objectives.

For the quarter ended March 31, 2024, the Company earned interest income of $1.7 million on our cash portfolio.

The Company may allocate a portion of our “float” to investments meeting pre-determined guidelines, including U.S.-listed equity securities, with the objective to provide an acceptable rate of return while complying with established risk tolerances and liquidity parameters. The Board of Directors is responsible for approving investment decisions. Gains and losses on marketable securities may fluctuate significantly from period to period in the future and could have a significant impact on the Company’s results of operations.

As of March 31, 2024, our principal sources of liquidity were cash, cash equivalents, and restricted cash of $131.2 million. Cash and cash equivalents are comprised of bank deposits, money market funds, and certificates of deposit. Restricted cash is comprised of reserves held with credit card processors for chargebacks and refunds. We have financed our operations primarily through cash received from operations, and our sources of liquidity have enabled us to make continued investments in supporting the growth of our business. Our 2021 Credit Facility (as defined and further discussed below) can be used to finance permitted acquisitions, for working capital and general corporate purposes. We expect that our operating cash flows, in addition to cash on hand, will enable us to continue to make investments in the future, and to pay dividends. We expect our operating cash flows to further improve as we increase our operational efficiency and experience economies of scale.

We believe that our existing cash and cash equivalents and cash flow from operations will be sufficient to support working capital and capital expenditure requirements for at least the next 12 months. Our future capital requirements will depend on many factors, including our subscription growth rate, subscription renewal activity, including the timing and the amount of cash received from subscribers, the pace of expansion of sales and marketing activities, the timing and extent of spending to support development efforts, the introduction of new and enhanced products, and the level of costs to operate as a public company. We may, in the future, enter into arrangements to acquire or invest in complementary businesses, products, and technologies.

We have incurred and we will continue to incur public company expenses related to our operations, plus we expect to incur payment obligations under the Tax Receivable Agreement in the future, which we expect to be significant. MarketWise, Inc. intends to cause MarketWise, LLC to make distributions to MarketWise, Inc. in an amount sufficient to allow MarketWise, Inc. to pay its tax obligations and operating expenses, including distributions to fund any payments due under the Tax Receivable Agreement. If MarketWise, LLC does not have sufficient cash to fund distributions to MarketWise, Inc. in amounts sufficient to cover MarketWise, Inc.’s obligations under the Tax Receivable Agreement, it may have to borrow funds, which could materially adversely affect its liquidity and financial condition and subject it to various restrictions imposed by any such lenders. To the extent that MarketWise, Inc. is unable to make timely payments under the Tax Receivable Agreement for any reason, the unpaid amounts will be deferred and will accrue interest until paid. For additional information regarding the Tax Receivable Agreement, see the section entitled “ Management’s Discussion and Analysis of Financial

Condition and Results of Operations—Liquidity and Capital Resources—Tax Receivable Agreement” in the Annual Report.

Furthermore, to the extent we have taxable income, we will make distributions to the MarketWise Members in amounts sufficient for the MarketWise Members to pay taxes due on their share of MarketWise income at prevailing individual income tax rates, which for the 2023 tax year the highest federal, state and local tax rate the Company used was 49.75%. While historically we have not been required to make tax distributions, we expect to begin making required tax distributions to MarketWise Members, along with a proportionate payment to MarketWise Inc., as early as the second half of 2024. Such amounts will be reflected in our statement of cash flows as cash used in financing activities, and will not decrease the amount of cash from operations or net income reflected in our financial statements. However, such distributions will decrease the amount of cash available for use in our business.

We may be required to seek additional equity or debt financing. In the event that we require additional financing, we may not be able to raise such financing on terms acceptable to us or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully, which would harm our business, operations, and financial condition.

In April 2024, MarketWise, LLC purchased 7.2 million LLC Units for $10.8 million from two MarketWise Members. For each LLC Unit purchased, MarketWise, Inc. cancelled one Class B share, thereby decreasing the total outstanding Class B shares by 7.2 million. MarketWise, LLC purchased the LLC Units according to the terms of the Third Amended and Restated Limited Liability Company Operating Agreement of MarketWise, LLC (the “MarketWise Operating Agreement”).

Legacy Reorganization

At the time of the announcement, there were 104 employees at Legacy Research, which represented approximately 18% of the Company’s total employees. We currently estimate that approximately half of these employees will be offered a new role within the Company and the remainder will have their positions eliminated, however, we continue to evaluate. Separation costs incurred in the first quarter 2024 were approximately $0.2 million and approximately $0.5 million in total through May 15, 2024. The annualized compensation costs associated with the terminated employees through May 15, 2024 is approximately $6.1 million.

Following the commitment to the Reorganization, Legacy Research began to significantly curtail business activities including any marketing efforts to acquire new subscribers. As a result of the Reorganization, the Billings of Legacy Research declined from $30.1 million during the fourth quarter 2023, to $15.8 million in Billings during the first quarter 2024. Legacy Research continued to serve existing subscribers and fulfill existing subscriptions during the first quarter 2024. While subscriber refund activity as a percent of Billings increased in the first quarter 2024 relative to prior quarter levels, the amounts were not material. As a result of this increase in refund activity, the Company recorded an increase of $1.6 million to the refund accrual as of March 31, 2024.

As part of the Reorganization, the Company continues to make efforts to serve existing Legacy Research customers. In April 2024, the Company began offering certain Legacy Research subscribers similar products published by other MarketWise brands, consistent with past Company practice when we cease a publication.

Legacy Research has leased office space and the current lease end date for this property is December 2028. As of March 31, 2024, the operating lease right-of-use asset and related leasehold improvements totaled approximately $2.9 million. The Company was still using this property in its operations and evaluating various alternatives with respect to this property as of March 31, 2024.

The Company expects that the Reorganization will be completed in the first half of fiscal 2024.

Credit Facility

In 2021, MarketWise, LLC, entered into a loan and security agreement (the “Loan and Security Agreement”) providing for up to $150 million of commitments under a revolving credit facility (the “2021 Credit Facility”), including a $5 million letter of credit sublimit, and allows for revolving commitments under the 2021 Credit Facility to be increased or new term commitments to be established by up to $65 million. The existing lenders under the 2021 Credit Facility are entitled, but not obligated, to provide such incremental commitments. The 2021 Credit Facility has a term of three years, maturing on October 29, 2024. On May 2, 2023, MarketWise, LLC entered into the First Amendment to the Loan and Security Agreement, which provides, among other things, a transition away from LIBOR to SOFR as the basis for the interest rate.

The 2021 Credit Facility is guaranteed by MarketWise, LLC’s direct and indirect material U.S. subsidiaries, subject to customary exceptions (the “Guarantors”), pursuant to a guaranty by the Guarantors in favor of HSBC Bank USA, National Association, as agent (the “Guaranty”). Borrowings under the 2021 Credit Facility are secured by a first-priority lien on substantially all of the assets of MarketWise, LLC and the Guarantors, subject to customary exceptions.

Borrowings will bear interest at a floating rate depending on MarketWise, LLC’s Net Leverage Ratio (as defined in the Loan and Security Agreement). As of March 31, 2024, there were no outstanding advances under the 2021 Credit Facility.

The Loan and Security Agreement contains customary affirmative and negative covenants for transactions of this type, and contains financial maintenance covenants that require MarketWise, LLC to maintain an Interest Coverage Ratio and Net Leverage Ratio (both as defined in the Loan and Security Agreement), and provides for a number of customary events of default, which could result in the acceleration of obligations and the termination of lending commitments under the Loan and Security Agreement. As of March 31, 2024, we were in compliance with these covenants. The Company is currently in discussions with lenders to amend or replace the Credit Facility. While we have no amounts borrowed on the existing Credit Facility, we intend to amend or replace it prior to the maturity date.

Cash Flows

The following table presents a summary of our consolidated cash flows provided by (used in) operating, investing, and financing activities for the periods indicated:


(In thousands)	Three Months Ended March 31,
	2024		2023

Net cash (used in) provided by operating activities	$	(18,511)	$	3,868
Net cash used in investing activities	(252)		(395)
Net cash used in financing activities	(5,198)		(610)

Operating Activities

For the three months ended March 31, 2024, net cash used in operating activities was $18.5 million, primarily due to net changes in our operating assets and liabilities which reduced cash by $46.8 million, partially offset by net income of $22.7 million, adjusted for net non-cash items which increased cash by $5.6 million. The non-cash items include stock-based compensation expense of $3.8 million, and depreciation and amortization of $0.7 million. The changes in operating assets and liabilities were primarily driven by an decrease in deferred revenue, which decreased cash by $30.9 million due to our overall decrease in sales, a decrease in accrued expenses, which decreased cash by $33.0 million, and a net increase due to deferred contract acquisition costs of $13.8 million.

For the three months ended March 31, 2023, net cash provided by operating activities was $3.9 million, primarily due to net income of $30.6 million, adjusted for net non-cash items which increased cash by $7.1 million, and net changes in our operating assets and liabilities which reduced cash by $33.8 million. The non-cash items

include a change in fair value of derivative liabilities of $1.0 million, and stock-based compensation expense of $3.7 million. The changes in operating assets and liabilities were primarily driven by an decrease in deferred revenue, which decreased cash by $29.3 million due to our overall decrease in sales, a decrease in accrued expenses, which decreased cash by $16.2 million, and a net increase due to deferred contract acquisition costs of $9.8 million.

Investing Activities

For the three months ended March 31, 2024, net cash used in investing activities was $0.3 million.

For the three months ended March 31, 2023, net cash used in investing activities was $0.4 million.

Financing Activities

For the three months ended March 31, 2024, net cash used in financing activities was $5.2 million, primarily driven by dividends and distributions paid.

For the three months ended March 31, 2023, net cash used in financing activities was $0.6 million.

Critical Accounting Estimates

Our condensed consolidated financial statements have been prepared in accordance with GAAP. The preparation of these condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs, and expenses, and related disclosures. On an ongoing basis, management evaluates its estimates and assumptions. Our actual results may differ from these estimates under different assumptions or conditions.

Management believes that, of our significant accounting policies, which are described in Note 2 to our consolidated financial statements for the year ended December 31, 2023 in our Annual Report, the following accounting policies involve a greater degree of judgment and complexity. Accordingly, management believes that “Revenue Recognition” and “Transactions and Valuation of Goodwill and Other Acquired Intangible Assets” are the two policies that are the most critical to aid in fully understanding and evaluating our condensed consolidated financial condition and results of operations. Refer to the 2023 Annual Report on Form 10-K for further discussion of these two policies. During the three months ended March 31, 2024, there were no material changes to these policies.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2024, the condensed consolidated financial statements for the periods covered by and included in this Quarterly Report on Form 10-Q fairly state, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with U.S. GAAP.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act.

Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Furthermore, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

Not applicable.

Item 1A. Risk Factors.

The risks described below could have a material adverse impact on our business, financial condition, or operating results. Although it is not possible to predict or identify all such risks and uncertainties, they may include, but are not limited to, the factors discussed below. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business or results of operations

There have been no material changes in the risk factors disclosed in Part 1, Item 1A, of our Annual Report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Not applicable.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Not applicable.

Item 6. Exhibits.

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.


Exhibit No.						Description


31.1						Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2						Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1						Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2						Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS						XBRL Instance Document
101.SCH						XBRL Taxonomy Extension Schema Document
101.CAL						XBRL Taxonomy Extension Definition Linkbase Document
101.DEF						XBRL Taxonomy Extension Label Linkbase Document
101.LAB						XBRL Taxonomy Extension Label Linkbase Document
101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	MARKETWISE, INC.

Date: May 15, 2024	By:	/s/ Erik Mickels
	Name:	Erik Mickels
	Title:	Chief Financial Officer

Exhibit 31.1

Certification by the Chief Executive Officer pursuant to

Securities Exchange Act Rules 13a-14(a) and 15d-14(a)

as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Porter Stansberry, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of MarketWise, Inc. (the “registrant”) for the fiscal quarter ended March 31, 2024;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


	MarketWise, Inc.

Date: May 15, 2024	By:	/s/ Porter Stansberry
	Name:	Porter Stansberry
	Title:	Chief Executive Officer

Exhibit 31.2

Certification by the Chief Financial Officer pursuant to

Securities Exchange Act Rules 13a-14(a) and 15d-14(a)

as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Erik Mickels, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of MarketWise, Inc. (the “registrant”) for the fiscal quarter ended March 31, 2024;

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


	MarketWise, Inc.

Date: May 15, 2024	By:	/s/ Erik Mickels
	Name:	Erik Mickels
	Title:	Chief Financial Officer

Exhibit 32.1

Certification of Chief Executive Officer

pursuant to 18 U.S.C. Section 1350,

as adopted pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

I, Porter Stansberry, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of MarketWise, Inc. for the fiscal quarter ended March 31, 2024 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of MarketWise, Inc.


	MarketWise, Inc.

Date: May 15, 2024	By:	/s/ Porter Stansberry
	Name:	Porter Stansberry
	Title:	Chief Executive Officer

Exhibit 32.2

Certification of Chief Financial Officer

pursuant to 18 U.S.C. Section 1350,

as adopted pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

I, Erik Mickels, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of MarketWise, Inc. for the fiscal quarter ended March 31, 2024 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of MarketWise, Inc.


	MarketWise, Inc.

Date: May 15, 2024	By:	/s/ Erik Mickels
	Name:	Erik Mickels
	Title:	Chief Financial Officer

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2024	May 10, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	001-39405
Entity Registrant Name	MarketWise, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	87-1767914
Entity Address, Address Line One	1125 N. Charles Street
Entity Address, City or Town	Baltimore
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	21201
City Area Code	(888)
Local Phone Number	261-2693
Title of 12(b) Security	Class A common stock, $0.0001 par value per share
Trading Symbol	MKTW
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Entity Central Index Key	0001805651
Current Fiscal Year End Date	--12-31
Common Stock - Class A
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		43,173,283
Common Stock - Class B
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		280,390,147

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 131,175	$ 155,174
Accounts receivable	3,350	4,528
Prepaid expenses	10,555	9,305
Related party receivables	2,008	5,182
Deferred contract acquisition costs	83,423	91,480
Other current assets	2,046	2,172
Total current assets	232,557	267,841
Property and equipment, net	630	690
Operating lease right-of-use assets	6,827	7,331
Intangible assets, net	8,437	6,255
Goodwill	33,560	31,038
Deferred contract acquisition costs, noncurrent	67,713	73,420
Deferred tax assets	9,367	9,693
Other assets	199	287
Total assets	359,290	396,555
Current liabilities:
Accrued expenses	22,048	55,041
Deferred revenue and other contract liabilities	280,314	287,751
Operating lease liabilities	1,474	1,446
Other current liabilities	26,787	27,959
Total current liabilities	333,903	373,893
Long-term liabilities - related party	707	0
Deferred revenue and other contract liabilities, noncurrent	285,231	304,342
Related party tax receivable agreement liability, noncurrent	2,470	2,151
Other liabilities, noncurrent	2,378	746
Operating lease liabilities, noncurrent	3,987	4,366
Total liabilities	628,676	685,498
Commitments and Contingencies	0	0
Stockholders’ deficit
Preferred stock - par value of $0.0000 per share, 100,000 shares authorized; 0 shares issued and outstanding at March 31, 2024 and 2023, respectively	0	0
Additional paid-in capital	115,259	115,164
Accumulated other comprehensive income	27	65
Accumulated deficit	(124,686)	(126,343)
Total stockholders’ deficit attributable to MarketWise, Inc.	(9,367)	(11,081)
Noncontrolling interest	(260,019)	(277,862)
Total stockholders’ deficit	(269,386)	(288,943)
Total liabilities and stockholders’ deficit	359,290	396,555
Common Stock - Class A
Stockholders’ deficit
Common stock	4	4
Common Stock - Class B
Stockholders’ deficit
Common stock	29	29
Nonrelated Party
Current liabilities:
Trade and other payables	2,936	559
Related Party
Current assets:
Operating lease right-of-use assets	6,771	7,261
Current liabilities:
Trade and other payables	$ 344	$ 1,137

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Preferred stock, par value (USD per share)	$ 0.0001	$ 0.0001
Preferred stock, authorized (in shares)	100,000,000	100,000,000
Preferred stock, issued (in shares)	0	0
Preferred stock, outstanding (in shares)	0	0
Common Stock - Class A
Common stock, par value (USD per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	950,000,000	950,000,000
Common stock, issued (in shares)	38,122,283	36,384,981
Common stock, outstanding (in shares)	38,122,283	36,384,981
Common Stock - Class B
Common stock, par value (USD per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	300,000,000	300,000,000
Common stock, issued (in shares)	287,592,303	288,092,303
Common stock, outstanding (in shares)	287,592,303	288,092,303

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
shares in Thousands, $ in Thousands

3 Months Ended

Mar. 31, 2024

Mar. 31, 2023

Total net revenue

$ 108,991

$ 126,233

Operating expenses:

Cost of revenue

^[1]

13,368

15,290

Sales and marketing

^[1]

47,297

48,727

General and administrative

^[1]

23,802

28,033

Research and development

^[1]

2,149

2,463

Depreciation and amortization

693

984

Related party expense

127

128

Total operating expenses

87,436

95,625

Income from operations

21,555

30,608

Other income, net

234

387

Interest (expense) income, net

1,658

538

Income before income taxes

23,447

31,533

Income tax expense

735

928

Net income

22,712

30,605

Net income attributable to noncontrolling interests

21,055

29,138

Net income attributable to MarketWise, Inc.

$ 1,657

$ 1,467

Net income per Class A common share – basic (USD per share)

$ 0.05

Net income per Class A common share – diluted (USD per share)

$ 0.04

$ 0.05

Weighted average shares outstanding – basic (in shares)

36,726

29,172

Weighted average shares outstanding – diluted (in shares)

39,436

30,496

Nonrelated Party

Total net revenue

$ 108,612

$ 125,615

Related Party

Total net revenue

$ 379

$ 618

[1]	(1) Cost of revenue, sales and marketing, general and administrative, and research and development expenses are exclusive of depreciation and amortization shown as a separate line item

Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Statement of Comprehensive Income [Abstract]
Net income	$ 22,712	$ 30,605
Other comprehensive (loss) income:
Cumulative translation adjustment	(38)	21
Total comprehensive income	$ 22,674	$ 30,626

Condensed Consolidated Statement of Stockholders’ Deficit (Unaudited) - USD ($) $ in Thousands	Total	RSUs	Common Stock - Class A	Common Stock - Class B	Total Stockholders’ Deficit Attributable to MarketWise, Inc.	Total Stockholders’ Deficit Attributable to MarketWise, Inc. RSUs	Common Stock Common Stock - Class A	Common Stock Common Stock - Class A RSUs	Common Stock Common Stock - Class B	Preferred Stock	Additional paid-in capital	Additional paid-in capital RSUs	Accumulated deficit	Accumulated Other Comprehensive Income (Loss)	Noncontrolling Interest
Common stock, beginning balance (in shares) at Dec. 31, 2022							29,039,655		291,092,303
Equity, beginning balance at Dec. 31, 2022	$ (298,383)				$ (21,197)		$ 3		$ 29	$ 0	$ 106,852		$ (128,125)	$ 44	$ (277,186)
Preferred stock, beginning balance (in shares) at Dec. 31, 2022										0
Stockholders' Deficit
Equity-based compensation	3,703				3,703						3,703
Vesting of restricted stock units (in shares)							873,835
Restricted stock units withheld to pay taxes		$ (630)				$ (630)						$ (630)
Distributions	20														20
Foreign currency translation adjustments	21				21									21
Net income (loss)	30,605				1,467								1,467		29,138
Common stock, ending balance (in shares) at Mar. 31, 2023							29,913,490		291,092,303
Equity, ending balance at Mar. 31, 2023	(264,664)				(16,636)		$ 3		$ 29	$ 0	109,925		(126,658)	65	(248,028)
Preferred stock, ending balance (in shares) at Mar. 31, 2023										0
Common stock, beginning balance (in shares) at Dec. 31, 2023			36,384,981	288,092,303			36,384,981		288,092,303
Equity, beginning balance at Dec. 31, 2023	$ (288,943)				(11,081)		$ 4		$ 29	$ 0	115,164		(126,343)	65	(277,862)
Preferred stock, beginning balance (in shares) at Dec. 31, 2023	0									0
Stockholders' Deficit
Equity-based compensation	$ 2,175				2,175						2,175
Vesting of restricted stock units (in shares)							1,796,681
Restricted stock units withheld to pay taxes (in shares)								(559,379)
Restricted stock units withheld to pay taxes		$ (1,172)				$ (1,172)						$ (1,172)
Dividends declared	(493)				(493)						(493)
Distributions	(3,683)														(3,683)
Issuance per redemption of Class B shares for Class A shares (in shares)				(500,000)			(500,000)
Issuance per redemption of Class B shares for Class A shares	0				(471)						(471)				471
Foreign currency translation adjustments	(38)				(38)									(38)
Remeasurement of deferred taxes due to change in noncontrolling interest	56				56						56
Net income (loss)	22,712				1,657								1,657		21,055
Common stock, ending balance (in shares) at Mar. 31, 2024			38,122,283	287,592,303			38,122,283		287,592,303
Equity, ending balance at Mar. 31, 2024	$ (269,386)				$ (9,367)		$ 4		$ 29	$ 0	$ 115,259		$ (124,686)	$ 27	$ (260,019)
Preferred stock, ending balance (in shares) at Mar. 31, 2024	0									0

Consolidated Statement of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities:
Net income	$ 22,712	$ 30,605
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization	693	984
Stock-based compensation	3,807	3,703
Change in fair value of derivative liabilities	0	1,011
Deferred taxes	678	897
Unrealized gains on foreign currency	(57)	(10)
Noncash lease expense	505	517
Changes in operating assets and liabilities:
Accounts receivable	1,178	900
Related party receivables and payables, net	2,381	152
Prepaid expenses	(1,250)	(452)
Other current assets and other assets	214	486
Deferred contract acquisition costs	13,764	9,826
Trade and other payables	2,412	1,480
Accrued expenses	(32,993)	(16,247)
Deferred revenue	(30,881)	(29,264)
Operating lease liabilities	(352)	(361)
Other current and long-term liabilities	(1,322)	(359)
Net cash (used in) provided by operating activities	(18,511)	3,868
Cash flows from investing activities:
Purchases of property and equipment	0	(13)
Capitalized software development costs	(252)	(382)
Net cash used in investing activities	(252)	(395)
Cash flows from financing activities:
Restricted stock units withheld to pay taxes	(1,172)	(630)
Dividends paid	(343)	0
Distributions to noncontrolling interests	(3,683)	20
Net cash used in financing activities	(5,198)	(610)
Effect of exchange rate changes on cash	(38)	21
Net (decrease) increase in cash, cash equivalents and restricted cash	(23,999)	2,884
Cash, cash equivalents and restricted cash — beginning of period	155,174	158,575
Cash, cash equivalents and restricted cash — end of period	$ 131,175	$ 161,459

Organization	3 Months Ended
Organization	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization	Organization Description of Business and Basis of Presentation MarketWise, Inc. (“MarketWise,” “the Company,” “we,” “us,” or “our”) is a holding company that has no material assets other than its ownership in MarketWise, LLC, and operates and controls all of the businesses and operations of MarketWise, LLC and its subsidiaries. The Company provides independent investment research for investors around the world. We believe we are a leading content and technology multi-brand platform for self-directed investors. We offer a comprehensive portfolio of high-quality, independent investment research, as well as several software and analytical tools, on a subscription basis. While our headquarters are in Baltimore, Maryland, we operate multiple subsidiaries in the United States.

Summary of Significant Accounting Policies	3 Months Ended
Summary of Significant Accounting Policies	Mar. 31, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Basis of Consolidation The accompanying consolidated financial statements include the accounts of MarketWise, Inc. and its subsidiary, MarketWise, LLC, a variable interest entity (“VIE”) for which MarketWise, Inc. is deemed to be the primary beneficiary. MarketWise, Inc. is a holding company that owns a minority economic interest in MarketWise, LLC but, through its role as the managing member of MarketWise, LLC, controls all of the business and operations of MarketWise, LLC. Therefore, MarketWise, LLC and its subsidiaries are included in the Company’s condensed consolidated financial statements. As of March 31, 2024, MarketWise, Inc. had a 11.7% ownership interest in MarketWise, LLC. The Company determined that MarketWise, LLC is the primary beneficiary of a VIE, and therefore, the assets, liabilities, and results of operations of that VIE are included in the Company’s consolidated financial statements. The condensed consolidated financial statements have been prepared in accordance with GAAP. All intercompany balances and transactions have been eliminated in consolidation. Unaudited Interim Financial Information The accompanying unaudited condensed consolidated financial statements and the related footnote disclosures have been prepared by us in accordance with GAAP for interim financial reporting and as required by Rule 10-01 of Regulation S-X. Accordingly, the unaudited condensed consolidated financial statements may not include all of the information and notes required by GAAP for audited financial statements. The year-end December 31, 2023 consolidated balance sheet data included herein was derived from audited financial statements but does not include all disclosures required by GAAP for complete financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of items of a normal and recurring nature, necessary to present fairly our financial position as of March 31, 2024, the results of operations, comprehensive income, stockholders’ deficit, and cash flows for the three months ended March 31, 2024 and 2023. The results of operations for the three months ended March 31, 2024 and 2023 are not necessarily indicative of the results to be expected for the full year. The information contained herein should be read in conjunction with the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC. Management considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated through the date of issuance of these condensed financial statements. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made in the accompanying financial statements include, but are not limited to, the fair value of common units, derivatives, valuation of assets acquired and liabilities assumed in business combinations, useful lives of intangible assets with definite lives, benefit period of deferred contract acquisition costs, determination of standalone selling prices, estimated life of lifetime customers, recoverability of goodwill and long-lived assets, valuation allowances on deferred tax assets, the incremental borrowing rates to calculate lease liabilities and right-of-use (“ROU”) assets and certain accruals. We evaluate our estimates and assumptions on an ongoing basis using historical experience and other factors and adjust those estimates and assumptions when facts and circumstances dictate. Actual results could differ from those estimates. Emerging Growth Company We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Noncontrolling Interest Noncontrolling interest represents the Company’s noncontrolling interest in consolidated subsidiaries which are not attributable, directly or indirectly, to the controlling Class A common stock ownership of the Company. Net income for the three months ended March 31, 2024 and 2023 was fully attributable to consolidated MarketWise, Inc. and its respective noncontrolling interests. As of March 31, 2024, MarketWise, Inc.’s controlling interest in MarketWise, LLC is 11.7% and the noncontrolling interest was 88.3%. For the three months ended March 31, 2024, net income attributable to controlling interests included a $735 tax provision, which is 100% attributable to the controlling interest. As of March 31, 2023, MarketWise, Inc.’s controlling interest in MarketWise, LLC was 9.3% and the noncontrolling interest was 90.7%. For the three months ended March 31, 2023 net income attributable to controlling interests included a $0.9 million tax provision, which was 100% attributable to the controlling interest.

Revenue Recognition

3 Months Ended

Mar. 31, 2024

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Disaggregation of revenues


	Three Months Ended March 31, 2024
	Subscriptions		Advertising		Revenue Share (Related Party)		Revenue Share (Third-party)		Total
Timing of transfer:
Transferred over time	$	108,275	$	—	$	—	$	—	$	108,275
Transferred at a point in time	—		319		379		18		716
Total	$	108,275	$	319	$	379	$	18	$	108,991


	Three Months Ended March 31, 2023
	Subscriptions		Advertising		Revenue Share (Related Party)		Revenue Share (Third-party)		Total
Timing of transfer:
Transferred over time	$	125,412	$	—	$	—	$	—	$	125,412
Transferred at a point in time	—		148		618		55		821
Total	$	125,412	$	148	$	618	$	55	$	126,233

Revenue recognition by subscription type was as follows:


	Three Months Ended March 31,
	2024		2023
Membership subscriptions	$	49,626	$	48,402
Term subscriptions	58,649		77,010
Non-subscription revenue	716		821
Total	$	108,991	$	126,233

Net revenue by principal geographic areas was as follows:


	Three Months Ended March 31,
	2024		2023
United States	$	108,991	$	126,142
International	—		91
Total	$	108,991	$	126,233

Revenue by location is determined by the billing entity for the customer.

Contract Balances

balance sheets includes an obligation for refunds for contracts where the provision for refund has not lapsed. Accounts receivable, deferred revenue and obligation for refunds are as follows:


	As of
	March 31, 2024		December 31, 2023
Contract balances
Accounts receivable	$	3,350	$	4,528
Obligations for refunds	$	4,561	$	3,157
Deferred revenue – current	$	275,753	$	284,594
Deferred revenue – non-current	$	285,231	$	304,342

Assets Recognized from Costs to Obtain a Contract with a Customer

The following table presents the opening and closing balances of our capitalized costs associated with contracts with customers:














Balance at January 1, 2024	$	164,900
Royalties and sales commissions – additions	5,237
Revenue share and cost per acquisition fees – additions	9,303
Amortization of capitalized costs	(28,304)
Balance at March 31, 2024	$	151,136

We did not recognize any impairment on capitalized costs associated with contracts with customers for the three months ended March 31, 2024 and 2023.

Remaining Performance Obligations

Legacy Reorganization	3 Months Ended
Legacy Reorganization	Mar. 31, 2024
Reorganizations [Abstract]
Legacy Reorganization	Legacy Reorganization On February 8, 2024, the Company reported that its Board of Directors had committed to a strategic realignment and reorganization (the “Reorganization”) whereby the Company will wind-down the operations of its Legacy Research Group business (“Legacy Research”) in response to misconduct discovered at Legacy Research where certain managers violated the Company’s policies. Following the commitment to the Reorganization, Legacy Research began to significantly curtail business activities including any marketing efforts to acquire new subscribers, but continued to serve existing subscribers and fulfill existing subscriptions during the first quarter of 2024. At the time of the announcement, there were 104 employees at Legacy Research, which represented approximately 18% of the Company’s total employees. As of March 31, 2024, 12 employees were either terminated or resigned, and separation costs incurred in the three months ended March 31, 2024 totaled approximately $200. As of March 31, 2024, the Company was still evaluating a range of potential actions related to the Reorganization, including the sale of certain Legacy Research assets to other businesses within MarketWise, and actions with respect to the remaining employees, and had not approved any such plans. Legacy Research has leased office space and the current lease end date for this property is December 2028. As of March 31, 2024, the operating lease right-of-use asset and related leasehold improvements totaled approximately $2.9 million. The Company was still using this property in its operations, and evaluating various future alternatives with respect to this property as of March 31, 2024. The Company expects that the Reorganization will be completed in the first half of fiscal 2024.

Acquisitions

3 Months Ended

Mar. 31, 2024

Business Combination and Asset Acquisition [Abstract]

Acquisitions

MMP Acquisition


Goodwill	$	2,522
Tradenames	283
Customer relationships	2,235
Total assets acquired	5,040
Deferred revenue, current	(3,166)
Deferred revenue, noncurrent	(1,167)
Liabilities assumed	(4,333)
Net assets acquired	$	707

Goodwill and Intangible Assets, Net

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets, Net

Goodwill

The carrying amounts of goodwill are as follows:


Balance at January 1, 2024	$	31,038
MMP Acquisition	2,522
Balance at March 31, 2024	$	33,560

Intangible assets, net

Intangible assets, net consisted of the following as of the dates indicated:


	March 31, 2024
	Cost		Accumulated Amortization		Net Book Value		Weighted-Average Remaining Useful Life (in years)
Finite-lived intangible assets:
Customer relationships	$	14,679	$	(10,655)	$	4,024	4.7
Tradenames	3,871		(2,697)		1,174		4.8
Capitalized software development costs	5,010		(2,858)		2,152		3.7
Finite-lived intangible assets, net	23,560		(16,210)		7,350

Indefinite-lived intangible assets:

Internet domain names	1,087		—		1,087
Indefinite-lived intangible assets, net	1,087		—		1,087
Intangible assets, net	$	24,647	$	(16,210)	$	8,437


	December 31, 2023
	Cost		Accumulated Amortization		Net Book Value		Weighted-Average Remaining Useful Life (in years)
Finite-lived intangible assets:
Customer relationships	$	12,443	$	(10,371)	$	2,072	3.0
Tradenames	3,588		(2,611)		977		3.9
Capitalized software development costs	4,714		(2,595)		2,119		3.7
Finite-lived intangible assets, net	20,745		(15,577)		5,168

Indefinite-lived intangible assets:
Cryptocurrencies	—		—		—
Internet domain names	1,087		—		1,087
Indefinite-lived intangible assets, net	1,087		—		1,087
Intangible assets, net	$	21,832	$	(15,577)	$	6,255

We recorded additions to capitalized software development costs of $297 and $382 for the three months ended March 31, 2024 and 2023, respectively.

As of March 31, 2024, the total expected future amortization expense for finite-lived intangible assets is as follows:


Remainder of 2024	$	2,456
2025	1,876
2026	1,457
2027	509
2028	452
Thereafter	600
Finite-lived intangible assets, net	$	7,350

Fair Value Measurements

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

The following tables summarize our financial assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy as of the dates indicated:


	March 31, 2024
	Level 1		Level 2		Level 3		Aggregate Fair Value
Assets:
Money market funds	$	115,280	$	—	$	—	$	115,280
Contingent consideration receivable	—		—		1,253		1,253
Total assets	115,280		—		1,253		116,533
Liabilities:
Profits interests, noncurrent	—		—		2,378		2,378

Contingent consideration liability	—		—		707		707
Total liabilities	$	—	$	—	$	3,085	$	3,085


	December 31, 2023
	Level 1		Level 2		Level 3		Aggregate Fair Value
Assets:
Money market funds	$	121,345	$	—	$	—	$	121,345
Contingent consideration receivable	—		—		1,253		1,253
Total assets	121,345		—		1,253		122,598
Liabilities:
Profits interests, noncurrent	—		—		746		746
Total liabilities	$	—	$	—	$	746	$	746


	As of
	March 31, 2024
Contingent consideration receivable
Discount rate	27.2	%
Revenue discount rate	5.8	%

Profits interests
Discount rate	25.0	%
Discount for lack of marketability	29.5	%

Contingent consideration liability
Discount Rate	27.2	%


Balance at January 1, 2023	$	1,281
Change in fair value of derivative instruments	1,011
Balance at March 31, 2023	$	2,292

Balance Sheet Components

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Components

Capitalized Implementation Costs

Property and Equipment, Net

Property and equipment, net consists of the following:


		As of
	Estimated Useful Lives	March 31, 2024		December 31, 2023
Furniture and fixtures	5 years	$	960	$	960
Computers, software and equipment	3 years	1,520		1,520
Leasehold improvements	Shorter of estimated useful life or remaining term of lease	1,271		1,271
		3,751		3,751
Less: Accumulated depreciation and amortization		(3,121)		(3,061)
Total property and equipment, net		$	630	$	690

Depreciation and amortization expense for property and equipment was $60 and $70 for the three months ended March 31, 2024 and 2023, respectively.

Accrued Expenses

Accrued expenses consist of the following:


	As of
	March 31, 2024		December 31, 2023
Commission and variable compensation	$	8,260	$	29,817
Payroll and benefits	3,617		10,941

Other accrued expenses	10,171		14,283
Total accrued expenses	$	22,048	$	55,041

Stock-Based Compensation

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

Included within cost of revenue, sales and marketing, and general and administrative expenses are total stock-based compensation expenses as follows:


	Three Months Ended March 31,
	2024		2023
Cost of revenue	$	599	$	1,008
Sales and marketing	621		1,092
General and administrative	2,587		1,603
Total stock based-compensation expense	$	3,807	$	3,703

Total stock-based compensation expense for the three months ended March 31, 2024 and 2023 includes expenses related to our 2021 Incentive Award Plan, our ESPP and profits interests, as follows:


	Three Months Ended March 31,
	2024		2023
2021 Incentive Award Plan	$	2,086	$	3,603
Employee Stock Purchase Plan	89		100
Profits interests	1,632		—
Total stock-based compensation expense	$	3,807	$	3,703

2021 Incentive Award Plan

During the three months ended March 31, 2024, we granted 955,035 restricted stock units (“RSUs”) to certain employees and service providers in aggregate under our 2021 Incentive Award Plan.

The fair value of the RSU is the same as the Company’s share price on the date of grant. The fair value of the SARs was determined using a Black-Scholes model.


	RSUs			SARs
	Units	Weighted-Average Grant Date Fair Value		Units	Weighted-Average Grant Date Fair Value
Outstanding at January 1, 2024	7,740,261	$	2.57	1,586,184	$	4.05
Granted	955,035	1.91		—	—
Exercised or vested	(1,796,681)	1.86		—	—
Forfeited	(176,665)	2.68		(100,283)	4.05
Expired	—	—		—	—
Outstanding at March 31, 2024	6,721,950	$	2.67	1,485,901	$	4.05
Exercisable at March 31, 2024	—	$	—	761,219	$	4.05

Employee Stock Purchase Plan

Profits Interests

The Company recognized $1,632 of stock-based compensation expense related to the profits interests during the three months ended March 31, 2024.

Earnings Per Share

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share for the three months ended March 31, 2024 and 2023:


	Three Months Ended March 31,
	2024		2023
Basic earnings per share:
Numerator:
Net income	$	22,712	$	30,605
Less: Net income attributable to noncontrolling interests	21,055		29,138
Net income attributable to Class A common stockholders	$	1,657	$	1,467

Denominator:
Weighted average shares outstanding (in thousands)	36,726		29,172

Basic earnings per share	$	0.05	$	0.05

Diluted earnings per share:
Numerator:
Net income	$	22,712	$	30,605
Less: Net income attributable to noncontrolling interests	21,055		29,138
Net income attributable to Class A common stockholders	$	1,657	$	1,467

Denominator:
Weighted average shares outstanding (in thousands)	39,436		30,496

Diluted earnings per share	$	0.04	$	0.05

The Company’s potentially dilutive securities and their impact on the computation of diluted earnings per share is as follows:

▪Stock appreciation rights: The diluted earnings per share calculation excludes the impact of SARs since the effect was antidilutive.

▪ESPP: The diluted earnings per share calculation includes the impact of dilutive shares and excludes the impact of antidilutive shares under the ESPP as of March 31, 2024 and 2023.

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes We are subject to U.S. federal and state taxes with respect to our allocable share of any taxable income or loss of MarketWise, LLC, as well as any stand-alone income or loss we generate. MarketWise, LLC is treated as a partnership for U.S. income tax purposes and for most applicable state and local income tax purposes and generally does not pay income taxes in most jurisdictions. Instead, MarketWise, LLC’s taxable income or loss is passed through to its members, including us. Our effective income tax rate was 3.1% and 2.9% for the three months ended March 31, 2024 and 2023, respectively. The main driver of the rate for the three months ended March 31, 2023 was the income allocation to the non-controlling interest. The main driver of the increase in the effective tax rate from the three months ended March 31, 2023 is the change in the income allocation to the non-controlling interest. Our effective tax rate for the three months ended March 31, 2024 differs from the U.S. federal statutory rate primarily because we generally do not record income taxes for the noncontrolling portion of pre-tax income. As a result of the reverse capitalization in 2021, we recorded a deferred tax asset resulting from the outside basis difference in our interest in MarketWise, LLC. The company considers both positive and negative evidence when measuring the need for a valuation allowance. A valuation allowance is not required to the extent that, in management’s judgment, positive evidence exists with a magnitude and duration sufficient to result in a conclusion that it is more likely than not (a likelihood of more than 50%) that the Company’s deferred tax assets will be realized. In evaluating the need for a valuation allowance on the deferred tax asset, the company considered positive evidence related to its historic earnings, forecasted income and reversal of temporary differences. Therefore, the Company recorded a valuation allowance in the amount of $29,869 for certain deferred tax assets that are not more likely than not to be realized. As part of Transactions, we entered into Tax Receivable Agreements (“TRAs”) with certain shareholders. Pursuant to our election under Section 754 of the Code, as amended, and the regulations issued thereunder, we expect to receive a step up in the tax basis of our ownership in MarketWise, LLC as exchanges of the LLC Units (as defined herein) occur. These increases in tax basis may reduce the amount we may otherwise pay to various tax authorities in the future. The TRA liability will represent approximately 85% of the calculated tax savings based on basis adjustments and other carryforward attributes assumed that we anticipate to be able to utilize in future years. We will retain the remaining 15% of calculated tax savings. The payments contemplated by the TRA are not conditioned upon any continued ownership interest in MarketWise, LLC. The timing and amount of aggregate payments due pursuant to the TRA may vary based on several factors including the timing and amount of future taxable income, as well as future applicable tax rates. As such, significant inputs and assumptions are used to estimate the future expected payments under the TRA. During the three months ended March 31, 2024, Members of MarketWise, LLC exchanged an aggregate of 500,000 common units of MarketWise, LLC (“LLC Units”) together with an equal number of shares of Class B common stock for 500,000 newly-issued shares of Class A common stock. As a result, we have recorded a cumulative liability of $2,470 under the TRA as of March 31, 2024. No payments have been made under the TRA and no payments are expected in the next 12 months. As of March 31, 2024, we had no unrecognized tax positions and believe there will be no changes to uncertain tax positions within the next 12 months.

Related Party Transactions	3 Months Ended
Related Party Transactions	Mar. 31, 2024
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions We have certain revenue share agreements with related parties. Accordingly, we recognized revenue from related parties of $379 and $618 for the three months ended March 31, 2024 and 2023, respectively. We also incurred revenue share expenses paid to related parties of $1,306 and $1,152 which were capitalized as contract origination costs for the three months ended March 31, 2024 and 2023, respectively. A related party provided call center support and other services to the Company for which we recorded an expense within cost of revenue of $134 and $136 for the three months ended March 31, 2024 and 2023, respectively. A related party provided marketing and copywriting services to the Company for which we recorded an expense within cost of revenue of $0 and $253 for the three months ended March 31, 2024 and 2023, respectively. A related party also provided certain corporate functions to MarketWise and the costs of these services are charged to MarketWise. We recorded $23 and $27 for the three months ended March 31, 2024 and 2023, respectively, within related party expense in the accompanying condensed consolidated statement of operations. We held balances of $563 and $1,220 as of March 31, 2024 and December 31, 2023 of related party payables related to revenue share expenses, call center support, and the services noted above. The balances with our related party are presented net and are included in related party payables, net in the condensed consolidated balance sheet. We earned fees and provided certain accounting and marketing services to companies owned by certain of MarketWise’s Class B stockholders. As a result, we recognized $155 and $302 in other income, net for the three months ended March 31, 2024 and 2023, respectively. Related party receivables related to these services were $155 and $239 as of March 31, 2024 and December 31, 2023, respectively. We lease offices from related parties. Lease payments made to related parties were $435 and $433 for the three months ended March 31, 2024 and 2023, respectively, and related party rent expense of $603 and $605 were recognized in general and administrative expenses for the three months ended March 31, 2024 and 2023. At March 31, 2024 and December 31, 2023, ROU assets of $6,771 and $7,261 and lease liabilities of $5,403 and $5,740 are associated with leases with related parties.

Supplemental Cash Flow Information

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Supplemental Cash Flow Information

Supplemental cash flow disclosures are as follows:


	Three Months Ended March 31,
		2024		2023
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest		$	(281)	$	(293)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases		(465)		(498)



Supplemental Disclosures of Non-Cash Investing and Financing Activities:

Capitalized software included in accounts payable		45		37

		As of March 31,
		2024		2023
Reconciliation of Cash and Cash Equivalents and Restricted Cash:
Cash and cash equivalents		$	131,175	$	161,459

Total cash and cash equivalents		$	131,175	$	161,459

Stockholders’ Equity

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Stockholders’ Equity


	Authorized	Issued	Outstanding
Common stock - Class A	950,000,000	38,122,283	38,122,283
Common stock - Class B	300,000,000	287,592,303	287,592,303
Preferred stock	100,000,000	—	—
Total	1,350,000,000	325,714,586	325,714,586

The dividends and distributions declared during the three months ended March 31, 2024 were as follows:


		Dividends				Distributions
Date declared	Date paid	per share		Total		per unit		Total



October 18, 2023	January 25, 2024	$	0.01	$	471	$	0.01	$	2,881
March 5, 2024	April 25, 2024	$	0.01	$	493	$	0.01	$	2,878

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2024
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Subsequent events have been evaluated through May 15, 2024, which is the date that the financial statements were issued. With respect to the Legacy Research Reorganization described in Note 4 – Legacy Reorganization, as of May 15, 2024, the Company was still evaluating a range of potential actions related to the Reorganization, including the sale of certain Legacy Research assets to other businesses within MarketWise, and actions with respect to the remaining employees, and had not approved any such plans.

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Consolidation	Basis of Consolidation The accompanying consolidated financial statements include the accounts of MarketWise, Inc. and its subsidiary, MarketWise, LLC, a variable interest entity (“VIE”) for which MarketWise, Inc. is deemed to be the primary beneficiary. MarketWise, Inc. is a holding company that owns a minority economic interest in MarketWise, LLC but, through its role as the managing member of MarketWise, LLC, controls all of the business and operations of MarketWise, LLC. Therefore, MarketWise, LLC and its subsidiaries are included in the Company’s condensed consolidated financial statements. As of March 31, 2024, MarketWise, Inc. had a 11.7% ownership interest in MarketWise, LLC. The Company determined that MarketWise, LLC is the primary beneficiary of a VIE, and therefore, the assets, liabilities, and results of operations of that VIE are included in the Company’s consolidated financial statements. The condensed consolidated financial statements have been prepared in accordance with GAAP. All intercompany balances and transactions have been eliminated in consolidation.
Unaudited Interim Financial Information	Unaudited Interim Financial Information The accompanying unaudited condensed consolidated financial statements and the related footnote disclosures have been prepared by us in accordance with GAAP for interim financial reporting and as required by Rule 10-01 of Regulation S-X. Accordingly, the unaudited condensed consolidated financial statements may not include all of the information and notes required by GAAP for audited financial statements. The year-end December 31, 2023 consolidated balance sheet data included herein was derived from audited financial statements but does not include all disclosures required by GAAP for complete financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of items of a normal and recurring nature, necessary to present fairly our financial position as of March 31, 2024, the results of operations, comprehensive income, stockholders’ deficit, and cash flows for the three months ended March 31, 2024 and 2023. The results of operations for the three months ended March 31, 2024 and 2023 are not necessarily indicative of the results to be expected for the full year. The information contained herein should be read in conjunction with the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC. Management considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated through the date of issuance of these condensed financial statements.
Use of Estimates	Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made in the accompanying financial statements include, but are not limited to, the fair value of common units, derivatives, valuation of assets acquired and liabilities assumed in business combinations, useful lives of intangible assets with definite lives, benefit period of deferred contract acquisition costs, determination of standalone selling prices, estimated life of lifetime customers, recoverability of goodwill and long-lived assets, valuation allowances on deferred tax assets, the incremental borrowing rates to calculate lease liabilities and right-of-use (“ROU”) assets and certain accruals. We evaluate our estimates and assumptions on an ongoing basis using historical experience and other factors and adjust those estimates and assumptions when facts and circumstances dictate. Actual results could differ from those estimates.
Noncontrolling Interest	Noncontrolling Interest Noncontrolling interest represents the Company’s noncontrolling interest in consolidated subsidiaries which are not attributable, directly or indirectly, to the controlling Class A common stock ownership of the Company. Net income for the three months ended March 31, 2024 and 2023 was fully attributable to consolidated MarketWise, Inc. and its respective noncontrolling interests.

Revenue Recognition (Tables)

3 Months Ended

Mar. 31, 2024

Revenue from Contract with Customer [Abstract]

Summary of Disaggregation of Revenue


	Three Months Ended March 31, 2024
	Subscriptions		Advertising		Revenue Share (Related Party)		Revenue Share (Third-party)		Total
Timing of transfer:
Transferred over time	$	108,275	$	—	$	—	$	—	$	108,275
Transferred at a point in time	—		319		379		18		716
Total	$	108,275	$	319	$	379	$	18	$	108,991


	Three Months Ended March 31, 2023
	Subscriptions		Advertising		Revenue Share (Related Party)		Revenue Share (Third-party)		Total
Timing of transfer:
Transferred over time	$	125,412	$	—	$	—	$	—	$	125,412
Transferred at a point in time	—		148		618		55		821
Total	$	125,412	$	148	$	618	$	55	$	126,233

Revenue recognition by subscription type was as follows:


	Three Months Ended March 31,
	2024		2023
Membership subscriptions	$	49,626	$	48,402
Term subscriptions	58,649		77,010
Non-subscription revenue	716		821
Total	$	108,991	$	126,233

Net revenue by principal geographic areas was as follows:


	Three Months Ended March 31,
	2024		2023
United States	$	108,991	$	126,142
International	—		91
Total	$	108,991	$	126,233

Summary of Contract Balances

Accounts receivable, deferred revenue and obligation for refunds are as follows:


	As of
	March 31, 2024		December 31, 2023
Contract balances
Accounts receivable	$	3,350	$	4,528
Obligations for refunds	$	4,561	$	3,157
Deferred revenue – current	$	275,753	$	284,594
Deferred revenue – non-current	$	285,231	$	304,342

Summary of Capitalized Costs Associated with Contracts with Customers

The following table presents the opening and closing balances of our capitalized costs associated with contracts with customers:














Balance at January 1, 2024	$	164,900
Royalties and sales commissions – additions	5,237
Revenue share and cost per acquisition fees – additions	9,303
Amortization of capitalized costs	(28,304)
Balance at March 31, 2024	$	151,136

Acquisitions (Tables)

3 Months Ended

Mar. 31, 2024

Business Combination and Asset Acquisition [Abstract]

Schedule of Business Acquisitions, by Acquisition

The following table summarizes the fair value of assets acquired and liabilities assumed as of the acquisition date:


Goodwill	$	2,522
Tradenames	283
Customer relationships	2,235
Total assets acquired	5,040
Deferred revenue, current	(3,166)
Deferred revenue, noncurrent	(1,167)
Liabilities assumed	(4,333)
Net assets acquired	$	707

Goodwill and Intangible Assets, Net (Tables)

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The carrying amounts of goodwill are as follows:


Balance at January 1, 2024	$	31,038
MMP Acquisition	2,522
Balance at March 31, 2024	$	33,560

Schedule of Indefinite-Lived Intangible Assets

Intangible assets, net consisted of the following as of the dates indicated:


	March 31, 2024
	Cost		Accumulated Amortization		Net Book Value		Weighted-Average Remaining Useful Life (in years)
Finite-lived intangible assets:
Customer relationships	$	14,679	$	(10,655)	$	4,024	4.7
Tradenames	3,871		(2,697)		1,174		4.8
Capitalized software development costs	5,010		(2,858)		2,152		3.7
Finite-lived intangible assets, net	23,560		(16,210)		7,350

Indefinite-lived intangible assets:

Internet domain names	1,087		—		1,087
Indefinite-lived intangible assets, net	1,087		—		1,087
Intangible assets, net	$	24,647	$	(16,210)	$	8,437


	December 31, 2023
	Cost		Accumulated Amortization		Net Book Value		Weighted-Average Remaining Useful Life (in years)
Finite-lived intangible assets:
Customer relationships	$	12,443	$	(10,371)	$	2,072	3.0
Tradenames	3,588		(2,611)		977		3.9
Capitalized software development costs	4,714		(2,595)		2,119		3.7
Finite-lived intangible assets, net	20,745		(15,577)		5,168

Indefinite-lived intangible assets:
Cryptocurrencies	—		—		—
Internet domain names	1,087		—		1,087
Indefinite-lived intangible assets, net	1,087		—		1,087
Intangible assets, net	$	21,832	$	(15,577)	$	6,255

Schedule of Finite-Lived Intangible Assets

Intangible assets, net consisted of the following as of the dates indicated:


	March 31, 2024
	Cost		Accumulated Amortization		Net Book Value		Weighted-Average Remaining Useful Life (in years)
Finite-lived intangible assets:
Customer relationships	$	14,679	$	(10,655)	$	4,024	4.7
Tradenames	3,871		(2,697)		1,174		4.8
Capitalized software development costs	5,010		(2,858)		2,152		3.7
Finite-lived intangible assets, net	23,560		(16,210)		7,350

Indefinite-lived intangible assets:

Internet domain names	1,087		—		1,087
Indefinite-lived intangible assets, net	1,087		—		1,087
Intangible assets, net	$	24,647	$	(16,210)	$	8,437


	December 31, 2023
	Cost		Accumulated Amortization		Net Book Value		Weighted-Average Remaining Useful Life (in years)
Finite-lived intangible assets:
Customer relationships	$	12,443	$	(10,371)	$	2,072	3.0
Tradenames	3,588		(2,611)		977		3.9
Capitalized software development costs	4,714		(2,595)		2,119		3.7
Finite-lived intangible assets, net	20,745		(15,577)		5,168

Indefinite-lived intangible assets:
Cryptocurrencies	—		—		—
Internet domain names	1,087		—		1,087
Indefinite-lived intangible assets, net	1,087		—		1,087
Intangible assets, net	$	21,832	$	(15,577)	$	6,255

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

As of March 31, 2024, the total expected future amortization expense for finite-lived intangible assets is as follows:


Remainder of 2024	$	2,456
2025	1,876
2026	1,457
2027	509
2028	452
Thereafter	600
Finite-lived intangible assets, net	$	7,350

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

The following tables summarize our financial assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy as of the dates indicated:


	March 31, 2024
	Level 1		Level 2		Level 3		Aggregate Fair Value
Assets:
Money market funds	$	115,280	$	—	$	—	$	115,280
Contingent consideration receivable	—		—		1,253		1,253
Total assets	115,280		—		1,253		116,533
Liabilities:
Profits interests, noncurrent	—		—		2,378		2,378

Contingent consideration liability	—		—		707		707
Total liabilities	$	—	$	—	$	3,085	$	3,085


	December 31, 2023
	Level 1		Level 2		Level 3		Aggregate Fair Value
Assets:
Money market funds	$	121,345	$	—	$	—	$	121,345
Contingent consideration receivable	—		—		1,253		1,253
Total assets	121,345		—		1,253		122,598
Liabilities:
Profits interests, noncurrent	—		—		746		746
Total liabilities	$	—	$	—	$	746	$	746

Schedule of Fair Value Measurements Inputs


	As of
	March 31, 2024
Contingent consideration receivable
Discount rate	27.2	%
Revenue discount rate	5.8	%

Profits interests
Discount rate	25.0	%
Discount for lack of marketability	29.5	%

Contingent consideration liability
Discount Rate	27.2	%

Schedule of Changes in Fair Value of Liabilities

The following table summarizes the change in fair value of the derivative liabilities during the three months ended March 31, 2023:


Balance at January 1, 2023	$	1,281
Change in fair value of derivative instruments	1,011
Balance at March 31, 2023	$	2,292

Balance Sheet Components (Tables)

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Summary of Property and Equipment, Net

Property and equipment, net consists of the following:


		As of
	Estimated Useful Lives	March 31, 2024		December 31, 2023
Furniture and fixtures	5 years	$	960	$	960
Computers, software and equipment	3 years	1,520		1,520
Leasehold improvements	Shorter of estimated useful life or remaining term of lease	1,271		1,271
		3,751		3,751
Less: Accumulated depreciation and amortization		(3,121)		(3,061)
Total property and equipment, net		$	630	$	690

Summary of Accrued Expenses

Accrued expenses consist of the following:


	As of
	March 31, 2024		December 31, 2023
Commission and variable compensation	$	8,260	$	29,817
Payroll and benefits	3,617		10,941

Other accrued expenses	10,171		14,283
Total accrued expenses	$	22,048	$	55,041

Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Summary of Stock-based Compensation Expense

Included within cost of revenue, sales and marketing, and general and administrative expenses are total stock-based compensation expenses as follows:


	Three Months Ended March 31,
	2024		2023
Cost of revenue	$	599	$	1,008
Sales and marketing	621		1,092
General and administrative	2,587		1,603
Total stock based-compensation expense	$	3,807	$	3,703

Total stock-based compensation expense for the three months ended March 31, 2024 and 2023 includes expenses related to our 2021 Incentive Award Plan, our ESPP and profits interests, as follows:


	Three Months Ended March 31,
	2024		2023
2021 Incentive Award Plan	$	2,086	$	3,603
Employee Stock Purchase Plan	89		100
Profits interests	1,632		—
Total stock-based compensation expense	$	3,807	$	3,703

Summary of Activities of RSUs


	RSUs			SARs
	Units	Weighted-Average Grant Date Fair Value		Units	Weighted-Average Grant Date Fair Value
Outstanding at January 1, 2024	7,740,261	$	2.57	1,586,184	$	4.05
Granted	955,035	1.91		—	—
Exercised or vested	(1,796,681)	1.86		—	—
Forfeited	(176,665)	2.68		(100,283)	4.05
Expired	—	—		—	—
Outstanding at March 31, 2024	6,721,950	$	2.67	1,485,901	$	4.05
Exercisable at March 31, 2024	—	$	—	761,219	$	4.05

Summary of Activities of SARs


	RSUs			SARs
	Units	Weighted-Average Grant Date Fair Value		Units	Weighted-Average Grant Date Fair Value
Outstanding at January 1, 2024	7,740,261	$	2.57	1,586,184	$	4.05
Granted	955,035	1.91		—	—
Exercised or vested	(1,796,681)	1.86		—	—
Forfeited	(176,665)	2.68		(100,283)	4.05
Expired	—	—		—	—
Outstanding at March 31, 2024	6,721,950	$	2.67	1,485,901	$	4.05
Exercisable at March 31, 2024	—	$	—	761,219	$	4.05

Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Summary of Computation of Basic and Diluted Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share for the three months ended March 31, 2024 and 2023:


	Three Months Ended March 31,
	2024		2023
Basic earnings per share:
Numerator:
Net income	$	22,712	$	30,605
Less: Net income attributable to noncontrolling interests	21,055		29,138
Net income attributable to Class A common stockholders	$	1,657	$	1,467

Denominator:
Weighted average shares outstanding (in thousands)	36,726		29,172

Basic earnings per share	$	0.05	$	0.05

Diluted earnings per share:
Numerator:
Net income	$	22,712	$	30,605
Less: Net income attributable to noncontrolling interests	21,055		29,138
Net income attributable to Class A common stockholders	$	1,657	$	1,467

Denominator:
Weighted average shares outstanding (in thousands)	39,436		30,496

Diluted earnings per share	$	0.04	$	0.05

Supplemental Cash Flow Information (Tables)

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Summary of Supplemental Cash Flow Disclosures

Supplemental cash flow disclosures are as follows:


	Three Months Ended March 31,
		2024		2023
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest		$	(281)	$	(293)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases		(465)		(498)



Supplemental Disclosures of Non-Cash Investing and Financing Activities:

Capitalized software included in accounts payable		45		37

		As of March 31,
		2024		2023
Reconciliation of Cash and Cash Equivalents and Restricted Cash:
Cash and cash equivalents		$	131,175	$	161,459

Total cash and cash equivalents		$	131,175	$	161,459

Stockholders’ Equity (Tables)

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Schedule of Stock by Class


	Authorized	Issued	Outstanding
Common stock - Class A	950,000,000	38,122,283	38,122,283
Common stock - Class B	300,000,000	287,592,303	287,592,303
Preferred stock	100,000,000	—	—
Total	1,350,000,000	325,714,586	325,714,586

Schedule of Dividends Declared

The dividends and distributions declared during the three months ended March 31, 2024 were as follows:


		Dividends				Distributions
Date declared	Date paid	per share		Total		per unit		Total



October 18, 2023	January 25, 2024	$	0.01	$	471	$	0.01	$	2,881
March 5, 2024	April 25, 2024	$	0.01	$	493	$	0.01	$	2,878

Schedule of Distributions Made to Limited Liability Company (LLC) Member, by Distribution

The dividends and distributions declared during the three months ended March 31, 2024 were as follows:


		Dividends				Distributions
Date declared	Date paid	per share		Total		per unit		Total



October 18, 2023	January 25, 2024	$	0.01	$	471	$	0.01	$	2,881
March 5, 2024	April 25, 2024	$	0.01	$	493	$	0.01	$	2,878

Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Significant Accounting Policies [Line Items]
Income tax expense	$ 735	$ 928
Marketwise, LLC
Significant Accounting Policies [Line Items]
Ownership percentage in subsidiary	11.70%	9.30%
Noncontrolling interest ownership percentage	88.30%	90.70%

Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Disaggregation of Revenue [Line Items]
Net Revenue	$ 108,991	$ 126,233
Related Party
Disaggregation of Revenue [Line Items]
Net Revenue	379	618
Nonrelated Party
Disaggregation of Revenue [Line Items]
Net Revenue	108,612	125,615
United States
Disaggregation of Revenue [Line Items]
Net Revenue	108,991	126,142
International
Disaggregation of Revenue [Line Items]
Net Revenue	0	91
Membership subscriptions
Disaggregation of Revenue [Line Items]
Net Revenue	49,626	48,402
Term subscriptions
Disaggregation of Revenue [Line Items]
Net Revenue	58,649	77,010
Non-subscription revenue
Disaggregation of Revenue [Line Items]
Net Revenue	716	821
Transferred over time
Disaggregation of Revenue [Line Items]
Net Revenue	108,275	125,412
Transferred at a point in time
Disaggregation of Revenue [Line Items]
Net Revenue	716	821
Subscriptions
Disaggregation of Revenue [Line Items]
Net Revenue	108,275	125,412
Subscriptions \| Transferred over time
Disaggregation of Revenue [Line Items]
Net Revenue	108,275	125,412
Subscriptions \| Transferred at a point in time
Disaggregation of Revenue [Line Items]
Net Revenue	0	0
Advertising
Disaggregation of Revenue [Line Items]
Net Revenue	319	148
Advertising \| Transferred over time
Disaggregation of Revenue [Line Items]
Net Revenue	0	0
Advertising \| Transferred at a point in time
Disaggregation of Revenue [Line Items]
Net Revenue	319	148
Revenue Share \| Related Party
Disaggregation of Revenue [Line Items]
Net Revenue	379	618
Revenue Share \| Nonrelated Party
Disaggregation of Revenue [Line Items]
Net Revenue	18	55
Revenue Share \| Transferred over time \| Related Party
Disaggregation of Revenue [Line Items]
Net Revenue	0	0
Revenue Share \| Transferred over time \| Nonrelated Party
Disaggregation of Revenue [Line Items]
Net Revenue	0	0
Revenue Share \| Transferred at a point in time \| Related Party
Disaggregation of Revenue [Line Items]
Net Revenue	379	618
Revenue Share \| Transferred at a point in time \| Nonrelated Party
Disaggregation of Revenue [Line Items]
Net Revenue	$ 18	$ 55

Revenue Recognition - Contract Balances (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
Accounts receivable	$ 3,350	$ 4,528
Obligations for refunds	4,561	3,157
Deferred revenue – current	275,753	284,594
Deferred revenue – non-current	$ 285,231	$ 304,342

Revenue Recognition - Narrative (Details) - USD ($)	3 Months Ended
Revenue Recognition - Narrative (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
Contract liability, revenue recognized	$ 92,561,000	$ 104,035,000
Accounts receivable	3,350,000		$ 4,528,000
Impairment of capitalized costs	0	$ 0
Remaining performance obligation	$ 565,545,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01
Disaggregation of Revenue [Line Items]
Remaining performance obligation, percentage	50.00%
Remaining performance obligation, timing of satisfaction	12 months

Revenue Recognition - Capitalized Costs Associated with Contracts with Customers (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Capitalized Contract Cost [Roll Forward]
Capitalized costs, beginning balance	$ 164,900
Royalties and sales commissions – additions	5,237
Revenue share and cost per acquisition fees – additions	9,303
Amortization of capitalized costs	(28,304)
Capitalized costs, ending balance	$ 151,136

Legacy Reorganization (Details) - Legacy Research - Reorganization $ in Thousands			3 Months Ended
	Mar. 31, 2024 USD ($) employee	Feb. 08, 2024 employee	Mar. 31, 2024 USD ($)
Restructuring Cost and Reserve [Line Items]
Restructuring and related cost, number of positions eliminated \| employee	12	104
Restructuring and related cost, number of positions eliminated, period percent		18.00%
Separation costs			$ 200
Operating lease right-of-use asset and related leasehold improvements	$ 2,900		$ 2,900

Acquisitions - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
Acquisitions - Narrative (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023	Jan. 31, 2024
Business Acquisition [Line Items]
Amortization of intangible assets	$ 633	$ 914
Money Map Press, LLC
Business Acquisition [Line Items]
Percentage of interests acquired			100.00%
Fair value of contingent consideration			$ 707
Amortization of intangible assets	$ 97
Money Map Press, LLC \| Tradenames
Business Acquisition [Line Items]
Acquired finite-lived intangible assets, weighted average useful life (years)	8 years 8 months 12 days
Money Map Press, LLC \| Customer relationships
Business Acquisition [Line Items]
Acquired finite-lived intangible assets, weighted average useful life (years)	6 years 2 months 12 days

Acquisitions - Fair Value of Assets Acquired and Liabilities Assumed - Chaikin Holdings LLC (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Jan. 31, 2024	Dec. 31, 2023
Business Acquisition [Line Items]
Goodwill	$ 33,560		$ 31,038
Money Map Press, LLC
Business Acquisition [Line Items]
Goodwill		$ 2,522
Total assets acquired		5,040
Deferred revenue, current		(3,166)
Deferred revenue, noncurrent		(1,167)
Liabilities assumed		(4,333)
Net assets acquired		707
Money Map Press, LLC \| Tradenames
Business Acquisition [Line Items]
Finite-lived intangibles		283
Money Map Press, LLC \| Customer relationships
Business Acquisition [Line Items]
Finite-lived intangibles		$ 2,235

Goodwill and Intangible Assets, Net - Goodwill (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 31,038
MMP Acquisition	2,522
Goodwill, ending balance	$ 33,560

Goodwill and Intangible Assets, Net - Intangible Assets, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Finite-lived intangible assets:
Cost	$ 23,560	$ 20,745
Accumulated Amortization	(16,210)	(15,577)
Finite-lived intangible assets, net	7,350	5,168
Indefinite-lived intangible assets:
Indefinite-lived intangible assets	1,087	1,087
Cost	24,647	21,832
Net Book Value	8,437	6,255
Cryptocurrencies
Indefinite-lived intangible assets:
Indefinite-lived intangible assets		0
Internet domain names
Indefinite-lived intangible assets:
Indefinite-lived intangible assets	1,087	1,087
Customer relationships
Finite-lived intangible assets:
Cost	14,679	12,443
Accumulated Amortization	(10,655)	(10,371)
Finite-lived intangible assets, net	$ 4,024	$ 2,072
Weighted-Average Remaining Useful Life (in years)	4 years 8 months 12 days	3 years
Tradenames
Finite-lived intangible assets:
Cost	$ 3,871	$ 3,588
Accumulated Amortization	(2,697)	(2,611)
Finite-lived intangible assets, net	$ 1,174	$ 977
Weighted-Average Remaining Useful Life (in years)	4 years 9 months 18 days	3 years 10 months 24 days
Capitalized software development costs
Finite-lived intangible assets:
Cost	$ 5,010	$ 4,714
Accumulated Amortization	(2,858)	(2,595)
Finite-lived intangible assets, net	$ 2,152	$ 2,119
Weighted-Average Remaining Useful Life (in years)	3 years 8 months 12 days	3 years 8 months 12 days

Goodwill and Intangible Assets, Net - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 633	$ 914
Amortization of capitalized software development costs	264	143
Additions to capitalized software development costs	$ 297	$ 382

Goodwill and Intangible Assets, Net - Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Remainder of 2024	$ 2,456
2025	1,876
2026	1,457
2027	509
2028	452
Thereafter	600
Finite-lived intangible assets, net	$ 7,350	$ 5,168

Fair Value Measurements - Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - Recurring - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Assets:
Contingent consideration receivable	$ 1,253	$ 1,253
Total assets	116,533	122,598
Liabilities:
Contingent consideration liability	707
Total liabilities	3,085	746
Phantom Interests in Net Income
Liabilities:
Profits interests, noncurrent	2,378	746
Money market funds
Assets:
Money market funds	115,280	121,345
Level 1
Assets:
Contingent consideration receivable	0	0
Total assets	115,280	121,345
Liabilities:
Contingent consideration liability	0
Total liabilities	0	0
Level 1 \| Phantom Interests in Net Income
Liabilities:
Profits interests, noncurrent	0	0
Level 1 \| Money market funds
Assets:
Money market funds	115,280	121,345
Level 2
Assets:
Contingent consideration receivable	0	0
Total assets	0	0
Liabilities:
Contingent consideration liability	0
Total liabilities	0	0
Level 2 \| Phantom Interests in Net Income
Liabilities:
Profits interests, noncurrent	0	0
Level 2 \| Money market funds
Assets:
Money market funds	0	0
Level 3
Assets:
Contingent consideration receivable	1,253	1,253
Total assets	1,253	1,253
Liabilities:
Contingent consideration liability	707
Total liabilities	3,085	746
Level 3 \| Phantom Interests in Net Income
Liabilities:
Profits interests, noncurrent	2,378	746
Level 3 \| Money market funds
Assets:
Money market funds	$ 0	$ 0

Fair Value Measurements - Fair Value Measurements Inputs (Details) - Recurring	Mar. 31, 2024
Discount Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration receivable	0.272
Profits interests	0.250
Derivative liabilities	0.272
Revenue discount rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration receivable	0.058
Discount for lack of marketability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Profits interests	0.295

Fair Value Measurements - Narrative (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Derivative liability	$ 0	$ 2,292,000	$ 1,281,000

Fair Value Measurements - Changes in Fair Value of Liabilities (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 1,281
Ending balance	2,292
Other
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Change in fair value of derivative instruments	$ 1,011

Balance Sheet Components - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cloud computing implementation costs capitalized during the period	$ 0	$ 5
Capitalized cloud computing implementation costs amortization expense	238	222
Depreciation expense	$ 60	$ 70

Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 3,751	$ 3,751
Less: Accumulated depreciation and amortization	(3,121)	(3,061)
Total property and equipment, net	$ 630	690
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Estimated Useful Lives	5 years
Property and equipment, gross	$ 960	960
Computers, software and equipment
Property, Plant and Equipment [Line Items]
Estimated Useful Lives	3 years
Property and equipment, gross	$ 1,520	1,520
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 1,271	$ 1,271

Balance Sheet Components - Accrued Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Commission and variable compensation	$ 8,260	$ 29,817
Payroll and benefits	3,617	10,941
Other accrued expenses	10,171	14,283
Total accrued expenses	$ 22,048	$ 55,041

Stock-Based Compensation - Stock-based Compensation Expense by Statement of Operations Line Item (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 3,807	$ 3,703
2021 Incentive Award Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	2,086	3,603
Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	89	100
Profits interests
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	1,632	0
Cost of revenue
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	599	1,008
Sales and marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	621	1,092
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 2,587	$ 1,603

Stock-Based Compensation - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 3,807	$ 3,703
Profits interests
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 1,632	0
RSU and SAR
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	4 years
Total stock-based compensation expense	$ 2,087	3,603
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)	955,035
Exercisable (in shares)	0
SARs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)	0
Exercisable (in shares)	761,219
Remaining contractual term	7 years 3 months 18 days
Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 89	$ 100
Amount withheld on behalf of employees	$ 189

Stock-Based Compensation - Activities of RSUs and SARs (Details)	3 Months Ended
	Mar. 31, 2024 $ / shares shares
RSUs
Units
Outstanding, beginning balance (in shares)	7,740,261
Granted (in shares)	955,035
Vested (RSUs) or Exercised (SARs) (in shares)	(1,796,681)
Forfeited (in shares)	(176,665)
Expired (in shares)	0
Outstanding, ending balance (in shares)	6,721,950
Exercisable (in shares)	0
Weighted-Average Grant Date Fair Value
Outstanding, beginning balance (USD per share) \| $ / shares	$ 2.57
Granted (USD per share) \| $ / shares	1.91
Vested (RSUs) or Exercised (SARs) (USD per share) \| $ / shares	1.86
Forfeited (USD per share) \| $ / shares	2.68
Expired (in USD per share) \| $ / shares	0
Outstanding, ending balance (USD per share) \| $ / shares	2.67
Exercisable (USD per share) \| $ / shares	$ 0
SARs
Units
Outstanding, beginning balance (in shares)	1,586,184
Granted (in shares)	0
Vested (RSUs) or Exercised (SARs) (in shares)	0
Forfeited (in shares)	(100,283)
Expired (in shares)	0
Outstanding, ending balance (in shares)	1,485,901
Exercisable (in shares)	761,219
Weighted-Average Grant Date Fair Value
Outstanding, beginning balance (USD per share) \| $ / shares	$ 4.05
Granted (USD per share) \| $ / shares	0
Vested (RSUs) or Exercised (SARs) (USD per share) \| $ / shares	0
Forfeited (USD per share) \| $ / shares	4.05
Expired (in USD per share) \| $ / shares	0
Outstanding, ending balance (USD per share) \| $ / shares	$ 4.05

Earnings Per Share - Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Numerator:
Net income	$ 22,712	$ 30,605
Less: Net income attributable to noncontrolling interests	21,055	29,138
Net income attributable to Class A common stockholders	1,657
Net income attributable to Class A common stockholders	$ 1,657	$ 1,467
Denominator:
Weighted average shares outstanding (in shares)	36,726	29,172
Basic earnings per share (USD per share)	$ 0.05	$ 0.05
Weighted average shares outstanding (in shares)	39,436	30,496
Diluted earnings per share (USD per share)	$ 0.04	$ 0.05

Earnings Per Share - Narrative (Details)	3 Months Ended
Earnings Per Share - Narrative (Details)	Mar. 31, 2024 shares
Sponsor Earn Out Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	3,051,000
Member Earn Out Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	2,000,000

Income Taxes (Details)	3 Months Ended
Income Taxes (Details)	Mar. 31, 2024 USD ($) shares	Mar. 31, 2023
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Effective income tax rate	3.10%	2.90%
Valuation allowance	$ 29,869,000
Tax savings rate	0.85
Tax receivable agreement, percent of calculated tax savings retained	0.15
Tax Receivable Agreement	$ 2,470,000
Unrecognized tax positions	0
Change to uncertain tax positions within the next 12 months	$ 0
Common Stock - Class B
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Issuance per redemption of Class B shares for Class A (in shares) \| shares	500,000
MarketWise, LLC Units
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Issuance per redemption of Class B shares for Class A (in shares) \| shares	500,000
Common Stock - Class A
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Stock issued during period, conversion of units (in shares) \| shares	500,000

Related Party Transactions (Details) - USD ($)
$ in Thousands

3 Months Ended

Mar. 31, 2024

Mar. 31, 2023

Dec. 31, 2023

Net Revenue

$ 108,991

$ 126,233

Cost of revenue

^[1]

13,368

15,290

Related party expense

127

128

Other income, net

234

387

Related party receivables

2,008

$ 5,182

Operating lease, payments

465

498

Operating lease right-of-use assets

6,827

7,331

Corporate Functions

Related party expense

Net Revenue

379

618

Trade and other payables

344

1,137

Operating lease, payments

435

433

Operating lease, expense

603

605

Operating lease right-of-use assets

6,771

7,261

Operating lease, liability

5,403

5,740

Related Party | Revenue Share Expenses

Deferred contract acquisition costs capitalized during the period

1,306

1,152

Cost of revenue

134

136

Cost of revenue

253

Trade and other payables

563

1,220

Other income, net

155

$ 302

Related party receivables

$ 155

$ 239

[1]	(1) Cost of revenue, sales and marketing, general and administrative, and research and development expenses are exclusive of depreciation and amortization shown as a separate line item

Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	$ (281)	$ (293)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	(465)	(498)
Supplemental Disclosures of Non-Cash Investing and Financing Activities:
Capitalized software included in accounts payable	45	37
Reconciliation of Cash and Cash Equivalents and Restricted Cash:
Cash and cash equivalents	131,175	161,459	$ 155,174
Total cash and cash equivalents	$ 131,175	$ 161,459	$ 155,174	$ 158,575

Stockholders’ Equity - Narrative (Details)	3 Months Ended
Stockholders’ Equity - Narrative (Details)	Mar. 31, 2024 vote $ / shares shares	Dec. 31, 2023 $ / shares
Class of Stock [Line Items]
Common stock, number of votes per share \| vote	1
Common stock, conversion ratio	1
Sponsor Earn Out Shares
Class of Stock [Line Items]
Sponsor earn out shares (in shares) \| shares	3,051,000
Management Earn Out Shares
Class of Stock [Line Items]
Sponsor earn out shares (in shares) \| shares	2,000,000
Common Stock - Class A
Class of Stock [Line Items]
Common stock, par value (USD per share) \| $ / shares	$ 0.0001	$ 0.0001
Common Stock - Class B
Class of Stock [Line Items]
Common stock, par value (USD per share) \| $ / shares	$ 0.0001	$ 0.0001

Stockholders’ Equity - Stock by Class (Details) - shares	Mar. 31, 2024	Dec. 31, 2023
Class of Stock [Line Items]
Preferred stock, authorized (in shares)	100,000,000	100,000,000
Stock, authorized (in shares)	1,350,000,000
Preferred stock, issued (in shares)	0	0
Stock, issued (in shares)	325,714,586
Preferred stock, outstanding (in shares)	0	0
Stock, outstanding (in shares)	325,714,586
Common Stock - Class A
Class of Stock [Line Items]
Common stock, authorized (in shares)	950,000,000	950,000,000
Common stock, issued (in shares)	38,122,283	36,384,981
Common stock, outstanding (in shares)	38,122,283	36,384,981
Common Stock - Class B
Class of Stock [Line Items]
Common stock, authorized (in shares)	300,000,000	300,000,000
Common stock, issued (in shares)	287,592,303	288,092,303
Common stock, outstanding (in shares)	287,592,303	288,092,303

Stockholders’ Equity - Dividends and Distributions (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended
	Apr. 25, 2024	Jan. 25, 2024	Mar. 31, 2024
Class of Stock [Line Items]
Dividends (USD per share)		$ 0.01
Dividends, total		$ 471	$ 493
Distributions (USD per share)		$ 0.01
Distributions		$ 2,881
Subsequent Event
Class of Stock [Line Items]
Dividends (USD per share)	$ 0.01
Dividends, total	$ 493
Distributions (USD per share)	$ 0.01
Distributions	$ 2,878

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