MarketWise(MKTW) - 2021 Q2 - Quarterly Report

Financial Overview - The company raised gross proceeds of $414.0 million from its Initial Public Offering (IPO) by selling 41,400,000 units at $10.00 per unit, incurring offering costs of approximately $23.4 million[130]. - A private placement generated approximately $10.3 million from the sale of 10,280,000 warrants at $1.00 per warrant[131]. - As of June 30, 2021, the company had approximately $0.4 million in its operating bank account and a working capital deficit of approximately $2.4 million[149]. - The company has no outstanding amounts under any Working Capital Loan as of June 30, 2021[150]. - The company incurred approximately $30,000 and $60,000 in general and administrative expenses for the three and six months ended June 30, 2021, respectively[158]. - The underwriters received an underwriting discount of approximately $8.9 million upon the closing of the Initial Public Offering, with an additional deferred fee of approximately $14.5 million payable upon completion of a Business Combination[161]. - The company has not generated any operating revenues since inception and will not do so until the completion of its initial Business Combination[153]. Business Combination - The company plans to contribute a Subscription Amount of not less than $85,000,000 nor more than $150,000,000 to MarketWise as part of the Business Combination[142]. - The Business Combination Agreement stipulates that the company must complete one or more initial Business Combinations with an aggregate fair market value of at least 80% of the assets held in the Trust Account[133]. - Following the Business Combination, the company is expected to own approximately 20.1% of the issued and outstanding units of MarketWise[146]. - The company will change its name to "MarketWise, Inc." upon consummation of the Transactions[147]. - The Business Combination is subject to conditions including shareholder approval and compliance with the Hart-Scott-Rodino Antitrust Improvements Act[148]. - The company will migrate to and domesticate as a Delaware corporation prior to the Closing of the Business Combination[137]. Financial Performance - For the three months ended June 30, 2021, the company reported a net loss of approximately $21.8 million, primarily due to a non-operating loss of about $18.8 million from the change in fair value of derivative warrant liabilities[154]. - For the six months ended June 30, 2021, the company had a net loss of approximately $107,000, which included a non-operating gain of approximately $3.3 million from the change in fair value of derivative warrant liabilities[155]. - As of June 30, 2021, the company had 34,185,912 shares of Class A ordinary shares subject to possible redemption, classified as temporary equity[162]. Risk Management - Management is evaluating the impact of the COVID-19 pandemic on the industry, acknowledging potential negative effects on financial position and operations[152]. - The company has not engaged in any hedging activities since inception and does not expect to do so in the future[172]. - The net proceeds from the Initial Public Offering will be invested in U.S. government securities or money market funds, minimizing exposure to interest rate risk[170]. Administrative Support - The company agreed to pay the Sponsor a total of $10,000 per month for administrative support services, which will cease upon completion of the initial Business Combination[157].