Cayman Islands*
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6770
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98-1499860
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(State or other jurisdiction of
incorporation or organization) |
(Primary Standard Industrial
Classification Code Number) |
(I.R.S. Employer
Identification No.) |
Keith Fullenweider
Sarah K. Morgan
Vinson & Elkins L.L.P.
1001 Fannin St. Suite 2500
Houston, Texas 77002
(713)
758-2222
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John M. Mutkoski
Jocelyn M. Arel
Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts 02210
Tel: (617)
570-1000
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated
filer
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☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
(a) |
On the date of the transactions contemplated by the Business Combination Agreement (the “Closing Date”), prior to the Effective Time (as defined in the Business Combination Agreement), (i) TPG Pace will become a Delaware corporation (the “Domestication”) with the name “Nerdy Inc.” (for further details, see “
Proposal No. 2—The Domestication Proposal
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(b) |
TPG Pace Merger Sub will merge with and into Nerdy (the “Merger”), with Nerdy surviving the Merger. Pursuant to the Merger, (i) each holder of Nerdy common units (other than the Blockers) will exchange its Nerdy common units for (A) certain cash consideration, (B) certain limited liability company units in Nerdy (“OpCo Units”) and an equivalent number of shares of Nerdy Inc.’s Class B common stock (“Class B Common Stock”) and (C) certain Nerdy warrants and (ii) each holder of Nerdy unit appreciation rights will exchange all such unit appreciation rights for (1) corresponding stock appreciation rights in Nerdy Inc. or (2) certain cash consideration. The holders of Nerdy common units (other than the Blockers) will also receive the rights set forth in the Tax Receivable Agreement. In lieu of receiving OpCo Units and a corresponding number of shares of Class B Common Stock, each holder of Nerdy common units (other than the Blockers) may elect to receive shares of Nerdy Inc.’s Class A common stock (“Class A Common Stock” and, together with Class B Common Stock, “Common Stock”).
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(c) |
(i) Simultaneously with the Merger, through a series of separate merger transactions, the Blockers will merge with Nerdy Inc. (the “Blocker Mergers”), with Nerdy Inc. surviving the Blocker Mergers. In the Blocker Mergers, each holder of equity interests in the Blockers will exchange such equity interests for (A) certain cash consideration, (B) certain shares of Class A Common Stock and (C) certain Nerdy Inc. warrants. The Blocker Mergers are structured as separate mergers so as to effect such mergers in a
tax-efficient
manner.
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(d) |
Immediately following the Blocker Mergers and in connection with the Closing of the Business Combination (the “Closing”), Nerdy Inc. will contribute all of its assets (other than the OpCo Units it then holds and amounts necessary to fund any shareholder redemptions), which will consist of the amount of funds contained in TPG Pace’s trust account (net of any shareholder redemption amounts and including the net cash proceeds to TPG Pace resulting from the Subscription Agreements (as defined below) and the Forward Purchase Agreements (as defined below)) (collectively, “Available Cash”) less the cash consideration paid to Nerdy equity holders, to OpCo in exchange for a number of additional OpCo Units and a number of warrants to purchase OpCo Units (“OpCo warrants”), such that Nerdy Inc. will hold a number of OpCo Units equal to the total number of shares of Class A Common Stock and a number of OpCo warrants equal to the total number of Nerdy Inc. warrants, in each case, issued and outstanding immediately after giving effect to the Business Combination. The amount of
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cash to be contributed by Nerdy Inc. to OpCo at the Closing of the Business Combination is estimated to be approximately $266 million, assuming no redemptions by TPG Pace shareholders. |
• |
Proposal No. 1—The Business Combination Proposal—RESOLVED
plus
plus
plus
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• |
Proposal No. 2—The Domestication Proposal—RESOLVED
de-registered
in the Cayman Islands pursuant to article 47 of its articles of association and registered by way of continuation as a corporation under the laws of the state of Delaware (the “Domestication”) pursuant to Part XII of the Companies Law (Revised) of the Cayman Islands and Section 388 of the General Corporation Law of the State of Delaware and, immediately upon being
de-registered
in the Cayman Islands, TPG Pace be continued and domesticated as a corporation and, conditional upon, and with effect from, the registration of TPG Pace as a corporation in the State of Delaware, the name of TPG Pace be changed from “TPG Pace Tech Opportunities Corp.” to “Nerdy Inc.” (the “Domestication Proposal”).
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Proposal No.
3—The Charter Proposal—RESOLVED
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• |
Governing Documents Proposals
non-binding
advisory basis, certain governance provisions in the Existing Governing Documents, and to approve the following material differences between the Existing Governing Documents and the Proposed Certificate of Incorporation and the proposed new bylaws, copies of which are attached to the proxy statement/prospectus as Annex C and Annex D, respectively (the “Proposed Bylaws” and, together with the Proposed Certificate of Incorporation, the “Proposed Governing Documents”), of Nerdy Inc. (such proposals, collectively, the “Governing Documents Proposals”):
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Proposal No. 4—Governing Documents Proposal A—RESOLVED
“Up-C”
structure and (d) shares of preferred stock, par value $0.0001 per share, of Nerdy Inc., be approved.
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Proposal No. 5—Governing Documents Proposal B—RESOLVED
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Proposal No. 6—Governing Documents Proposal C—RESOLVED
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Proposal No. 7—Governing Documents Proposal D—RESOLVED
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Proposal No. 8—Governing Documents Proposal E—RESOLVED
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Proposal No.
9—Governing Documents Proposal F—RESOLVED
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(iii) adopting Delaware as the exclusive forum for certain stockholder litigation and the United States District Courts as the exclusive forum for litigation arising out of the federal securities laws, and (iv) removing certain provisions related to our status as a blank check company that will no longer be applicable upon consummation of the Business Combination, be approved.
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Proposal No. 10—The Director Election Proposal—RESOLVED
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Proposal No. 11—The NYSE Proposal—RESOLVED,
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Proposal No. 12—The Equity Incentive Plan Proposal—RESOLVED
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Proposal No. 13—The Adjournment Proposal—RESOLVED
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A-III-1 | ||||
ANNEX A-IV: THIRD AMENDMENT TO BUSINESS COMBINATION AGREEMENT | A-IV-1 | |||
B-1 | ||||
C-1 | ||||
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M-I-1 | ||||
M-II-1 |
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“additional forward purchasers” means third party purchasers not affiliated with TPG Global who commit to purchase securities under the Forward Purchase Agreements;
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“amended and restated memorandum and articles of association” means the amended and restated memorandum and articles of association of TPG Pace, effective October 6, 2020;
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“Available Cash” means as of the closing, the amount of funds contained in TPG Pace’s trust account (net of any shareholder redemption amounts) plus the net cash proceeds to TPG Pace resulting from the Subscription Agreements and the Forward Purchase Agreements;
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“Blocker Merger Sub I” means TPG Pace Blocker Merger Sub I Inc., a Delaware corporation and wholly owned subsidiary of TPG Pace;
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“Blocker Merger Sub II” means TPG Pace Blocker Merger Sub II Inc., a Delaware corporation and wholly owned subsidiary of TPG Pace;
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“Blocker Merger Subs” means Blocker Merger Sub I and Blocker Merger Sub II;
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“Blockers” means TCV Blocker and Learn Blocker;
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“Business Combination Agreement” means that certain Business Combination Agreement, dated January 28, 2021, by and among TPG Pace, TPG Pace Merger Sub, TCV Blocker, Learn Blocker, Blocker Merger Sub I, Blocker Merger Sub II, Nerdy, and, solely for the purposes stated therein, certain entities affiliates with the Blockers (as amended on March 19, 2021, on July 14, 2021 and on August 11, 2021 and as amended, supplemented or otherwise modified from time to time in accordance with its terms);
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“Business Combination” means the Domestication, the Merger and other transactions contemplated by the Business Combination Agreement, collectively, including the PIPE Financing;
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“Call Right” means the right, pursuant to the OpCo LLC Agreement and upon the exercise of the OpCo Redemption Right by an OpCo Unitholder, for Nerdy Inc. to acquire each tendered OpCo Unit directly from such OpCo Unitholder for, at Nerdy Inc.’s election, (i) one share of Class A Common Stock, subject to conversion rate adjustments for stock splits, stock dividends and reclassification, or (ii) an equivalent amount of cash;
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“Cayman Islands Companies Act” means the Companies Act (2021 Revision) of the Cayman Islands as the same may be amended from time to time;
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“Charter Proposal” means Proposal No. 3 to approve the Proposed Certificate of Incorporation of Nerdy Inc.;
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“Class A Common Stock” means Class A common stock, $0.0001 par value of Nerdy Inc.;
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“Class A Shares” means the Class A ordinary shares, $0.0001 par value in the capital of TPG Pace, which will automatically convert, on a
one-for-one
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“Class B Common Stock” means the Class B common Stock, par value $0.0001 per share of Nerdy Inc.;
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“Closing Date” means the date on which the Closing occurs;
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“Closing” means the closing of the transactions contemplated by the Business Combination Agreement;
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“Cohn” means, collectively, Cohn Investments, LLC and Charles K. Cohn VT Trust U/A/D May 26, 2017
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“Common Stock” means the Class A Common Stock and Class B Common Stock;
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“Condition Precedent Proposals” means the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, the Director Election Proposal, the Equity Incentive Plan Proposal and the NYSE Proposal, collectively;
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“Continental” means Continental Stock Transfer & Trust Company;
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“Domestication” means the transfer by way of continuation and deregistration of TPG Pace from the Cayman Islands and the continuation and domestication as a corporation registered in the State of Delaware, upon which TPG Pace will change its name to Nerdy Inc.;
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“Earnout Equity” means the TPG Pace Sponsor Earnout Equity and the Nerdy Earnout Consideration;
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“Effective Time” means the time at which the Merger becomes effective;
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“Equity Incentive Plan” means the Nerdy Inc. 2021 Equity Incentive Plan to be considered for adoption and approval by the shareholders pursuant to the Equity Incentive Plan Proposal;
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“Excess Shares” means shares in excess of 15,000,000 aggregate forward purchase shares;
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“Excess Share Forfeitures” means the forfeiture of Excess Shares pursuant to the Waiver Agreement;
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“Existing Governing Documents” means the amended and restated memorandum and articles of association;
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“Existing Nerdy Holders” means the existing holders of equity securities of Nerdy, but including with respect to the Blockers, the owners of the Blockers with respect to their indirect interest in Nerdy equity;
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“Experts” means Nerdy’s tutors, instructors, subject matter experts, educators and other professionals;
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“extraordinary general meeting” means the extraordinary general meeting of TPG Pace to be held on , 2021 at local time at the offices of Vinson & Elkins L.L.P., located at 1114 Avenue of the Americas, 32nd Floor, New York, NY 10036, or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals;
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“Forward Purchase Agreements” means those certain forward purchase agreements, entered into in connection with the TPG Pace IPO, by and among TPG Pace, TPG Holdings and certain third parties pursuant to which TPG Holdings, certain transferees of TPG Holdings and certain third parties, upon the terms and subject to the conditions set forth therein, have agreed to purchase certain Class A Shares and forward purchase warrants prior to the consummation of TPG Pace’s initial business combination;
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“forward purchase shares” means the shares of Class A Common Stock issuable pursuant to the Forward Purchase Agreements;
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“forward purchase warrants” means the warrants issuable pursuant to the Forward Purchase Agreements;
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“forward purchases” means the transactions contemplated under the Forward Purchase Agreements;
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“forward purchase securities” means, collectively, forward purchase shares and forward purchase warrants;
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“Founder Shares” means the 11,250,000 Class F ordinary shares, par value $0.0001 per share, of TPG Pace outstanding as of the date of this proxy statement/prospectus that were initially issued to our Sponsor in a private placement prior to our initial public offering and of which 160,000 were transferred to each of Chad Leat, Kathleen Philips, Wendi Sturgis and Kneeland Youngblood (40,000 shares each) in October 2020, and, following the Domestication, the 11,250,000 Class F ordinary shares that will automatically convert, on a
one-for-one
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“Learn Blocker” means LCSOF XI VT, Inc., a Delaware corporation;
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“Learn Capital” means, collectively, Learn Blocker, Learn Capital Special Opportunities Fund XIV, L.P. and Learn Capital Special Opportunities Fund XV;
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“Learners” means Nerdy’s students, users, parents, guardians, and purchasers;
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“Merger Subs” means the Blocker Merger Subs and TPG Pace Merger Sub;
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“Merger” means the merger of TPG Pace Merger Sub with and into Nerdy pursuant to the Business Combination Agreement, with Nerdy as the surviving company in the Merger and, after giving effect to such Merger, OpCo becoming a subsidiary of TPG Pace;
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“Minimum Available Cash Condition” means the condition in the Business Combination Agreement that states that Available Cash must equal no less than $250,000,000;
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“Nerdy” means, prior to the Closing of the Business Combination, Live Learning Technologies LLC, a Missouri limited liability company;
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“Nerdy Earnout Consideration” means those aggregate 4,000,000 (1) shares of Class A Common Stock or (2) OpCo Units (and a corresponding number of shares of Class B Common Stock) that may be paid to certain Existing Nerdy Holders (treating for such calculation each OpCo Unit and corresponding share of Pace Class B Common Stock as one), which such shares or units, as applicable, shall be issued but subject to forfeiture until the achievement of Triggering Event I with respect 1,333,333 shares or units, Triggering Event II with respect to 1,333,333 shares or units, and Triggering Event III with respect to 1,333,334 shares or units;
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“Nerdy Inc. Board” means the board of directors of Nerdy Inc.;
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“Nerdy Inc. Founder Shares” means, after the domestication, the Class F Common Stock, par value $0.0001 of Nerdy Inc.;
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“Nerdy Inc. Preferred Stock” means shares of Nerdy Inc. preferred stock, par value $0.0001;
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“Nerdy Inc.” means Nerdy Inc., a Delaware corporation (f.k.a. TPG Pace Tech Opportunities Corp.), upon and after the Domestication;
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“Nerdy Recapitalization” means the conversion of each outstanding class of Nerdy preferred units and the Nerdy profit units (whether vested or unvested) into Nerdy common units (subject to substantially the same terms and conditions, including applicable vesting requirements);
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“Nerdy Securities” means Class A Common Stock and Nerdy Inc. warrants;
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“Nerdy Stockholder Group” means, collectively, Cohn, Learn Capital and TCV;
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“Nerdy Inc. warrants” means the warrants issued by Nerdy Inc. to acquire shares of Class A Common Stock;
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“Nerdy warrants” means the Nerdy Inc. warrants and the OpCo warrants that will be issued to the equity holders of Nerdy in connection with the Business Combination.
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“NYSE” means the New York Stock Exchange;
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“OpCo” means, after the conversion to a Delaware limited liability company and the Merger, Nerdy, LLC, a Delaware limited liability company;
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“OpCo LLC Agreement” means the Second Amended and Restated Limited Liability Company Agreement of OpCo to be entered into in connection with the Closing;
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“OpCo Redemption Right” means the right, pursuant to the OpCo LLC Agreement, for OpCo Unitholders (other than Nerdy Inc.) to cause OpCo to acquire all or a portion of their vested OpCo Units and corresponding shares of Class B Common Stock for shares of Class A Common Stock at a redemption ratio of one share of Class A Common Stock for each OpCo Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends and reclassification;
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“OpCo Units” means the units of OpCo;
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“OpCo Unitholder” means a holder of OpCo Units;
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“OpCo warrants” means the warrants issued by OpCo to purchase OpCo Units;
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“PIPE Financing” means the transactions contemplated by the Subscription Agreements, pursuant to which the certain investors agreed to purchase, and TPG Pace agreed to issue and sell to such investors, newly issued shares of Class A Common Stock at a purchase price of $10.00 per share for gross proceeds of approximately $150 million, which purchase and sale will be consummated concurrently with the Business Combination;
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“PIPE Investors” means the investors who participated in the PIPE Financing.
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“private placement warrants” means the 7,333,333 private placement warrants outstanding as of the date of this proxy statement/prospectus that were issued to our Sponsor (which may become exercisable for Class A Shares at an exercise price of $11.50 per share), which are substantially identical to the public warrants sold as part of the units in the TPG Pace IPO, subject to certain limited exceptions, 2,444,444 of which will be forfeited by our Sponsor pursuant to the Waiver Agreement in connection with the Business Combination and, after the Domestication, the 4,888,889 private placement warrants (after giving effect to the forfeiture described in the foregoing) that will be exercisable for Class A Common Stock at $11.50 per share;
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“Proposed Bylaws” means the proposed bylaws of Nerdy Inc. to be effective upon the Domestication attached to this proxy statement/prospectus as Annex D;
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“Proposed Certificate of Incorporation” means the proposed certificate of incorporation of Nerdy Inc. to be effective upon the Domestication attached to this proxy statement/prospectus as Annex C;
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“Proposed Governing Documents” means the Proposed Certificate of Incorporation and the Proposed Bylaws;
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“public shareholders” means holders of public shares;
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“public shares” means the currently outstanding 45,000,000 Class A Shares issued as part of the Units in the TPG Pace IPO;
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“public warrants” means the currently outstanding 9,000,000 warrants to purchase Class A Shares that were issued as part of the Units in the TPG Pace IPO (which may become exercisable for Class A Shares at an exercise price of $11.50 per share) and, after the Domestication, the 9,000,000 warrants to purchase Class A Common Stock that will be exercisable for shares of Class A Common Stock at $11.50 per share;
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“redemption” means each redemption of public shares for cash pursuant to the Existing Governing Documents;
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“Registration Rights Agreement” means that certain agreement with certain holders of Class A Common Stock and warrants after Closing, pursuant to which registration rights with respect to such securities will be offered;
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“SEC” means the Securities and Exchange Commission;
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“Securities Act” means the Securities Act of 1933, as amended;
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“Share Forfeitures” means, together, the Excess Share Forfeiture and the additional forfeiture of 2,000,000 shares of Class A Common Stock by holders of Founder Shares pursuant to the Waiver Agreement;
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“Stockholders’ Agreement” means that certain agreement by and among TPG Pace, the Nerdy Stockholder Group and Sponsor, pursuant to which certain governing rights and obligations of the parties are given;
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“Sponsor” means TPG Pace Tech Opportunities Sponsor, Series LLC, a Delaware limited liability company;
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“Subscription Agreements” means the subscription agreements, entered into by TPG Pace and certain investors in connection with the PIPE Financing;
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“TCV” means, collectively, TCV Blocker, TCV VIII (A) VT, L.P., TCV VIII, L.P., TCV VIII (B), L.P., TCV Member Fund, L.P and TCV VIII Master, L.P.;
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“TCV Blocker” means TCV VIII (A) VT, Inc., a Delaware corporation;
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“TPG” means TPG Global, LLC and its affiliates;
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“TPG Capital BD” means TPG Capital BD, LLC, an affiliate of our Sponsor and TPG Pace;
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“TPG Global” means TPG Global, LLC;
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“TPG Global Purchasers” means affiliates and employees of TPG Global that have committed to purchase forward purchase securities pursuant to the Forward Purchase Agreements;
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“TPG Pace Board” means TPG Pace’s board of directors;
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“TPG Pace Independent Directors” means each of Chad Leat, Kathleen Philips, Wendi Sturgis and Kneeland Youngblood;
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“TPG Pace Initial Shareholders” means our Sponsor and the TPG Pace Independent Directors;
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“TPG Pace IPO” means TPG Pace’s initial public offering that was consummated on October 9, 2020;
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“TPG Pace Merger Sub” means TPG Pace Tech Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of TPG Pace;
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“TPG Pace ordinary shares” means our Class A Shares and our Founder Shares;
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“TPG Pace Public Securities” means Class A Shares and TPG Pace Public Warrants;
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“TPG Pace Public Warrants” means the currently outstanding 9,000,000 warrants to purchase Class A Shares that were issued as part of the Units in the TPG Pace IPO (which may become exercisable for Class A Shares at an exercise price of $11.50 per share);
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“TPG Pace Sponsor Earnout Equity” means 4,000,000 shares of Class A Common Stock that have been made subject to potential forfeiture by Sponsor following the Closing until the achievement of Triggering Event I with respect 1,333,333 shares, Triggering Event II with respect to 1,333,333 shares, and Triggering Event III with respect to 1,333,334 shares, consistent with the forfeiture thresholds for the Nerdy Earnout Consideration;
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“TPG Pace,” means TPG Pace Tech Opportunities Corp., a Cayman Islands exempted company, prior to the consummation of the Domestication;
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“TRA Holders” means the OpCo Unitholders (other than Nerdy Inc.) that are a party to the Tax Receivable Agreement (and their respective successors and permitted assigns under the Tax Receivable Agreement);
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“transfer agent” means Continental, TPG Pace’s transfer agent;
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“Triggering Event I” means the date on which the closing sale price of one share of Class A Common Stock quoted on the New York Stock Exchange (or the exchange on which the shares of Class A Common Stock are then listed) is greater than or equal to $12.00 for any 20 days within any 30 consecutive day period in which the Class A Common Stock are actually traded on the applicable exchange for the period between January 28, 2021 and the five-year anniversary of the Closing Date;
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“Triggering Event II” means the date on which the closing sale price of one share of Class A Common Stock quoted on the New York Stock Exchange (or the exchange on which the shares of Class A Common Stock are then listed) is greater than or equal to $14.00 for any 20 days within any 30 consecutive day period in which the Class A Common Stock are actually traded on the applicable exchange for the period between January 28, 2021 and the five-year anniversary of the Closing Date;
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“Triggering Event III” means the date on which the closing sale price of one share of Class A Common Stock quoted on the New York Stock Exchange (or the exchange on which the shares of Class A Common Stock are then listed) is greater than or equal to $16.00 for any 20 days within any 30 consecutive day period in which the Class A Common Stock are actually traded on the applicable exchange for the period between January 28, 2021 and the five-year anniversary of the Closing Date;
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“Trust Account” means the trust account established at the consummation of the TPG Pace’s IPO that holds the proceeds of the initial public offering and is maintained by Continental, acting as trustee;
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“Units” means the units of TPG Pace, each unit representing one Class A Share and
one-fifth
of one warrant to acquire one Class A Share, that were offered and sold by TPG Pace in its initial public offering and in its concurrent private placement;
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“Waiver Agreement” means that certain waiver agreement, dated January 29, 2021, by and among TPG Pace, our Sponsor and each holder of issued and outstanding Founder Shares which provides, among other things, that (i) holders of Founder Shares agreed to forfeit for no consideration a number of shares of Class A Common Stock equal to the number of shares of Class A Common Stock issued pursuant to certain Forward Purchase Agreements over an aggregate of 15,000,000 shares of Class A Common Stock, (ii) such holders of Founder Shares agreed to forfeit for no consideration 2,000,000 shares of Class A Common Stock, which shares of Class A Common Stock will be immediately cancelled upon the Closing, (iii) Sponsor agreed to forfeit for no consideration 2,444,444 private placement warrants that will be immediately cancelled upon the Closing and (iv) Sponsor further
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agreed to subject 4,000,000 shares of Class A Common Stock following the closing to potential forfeiture if certain stock price thresholds are not achieved within a period of five years from the Closing Date, consistent with the forfeiture thresholds for the Nerdy Earnout Consideration;
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“warrants” means, collectively, the FPA Warrants, public warrants, private placement warrants and certain Nerdy warrants.
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includes (a) the 8,000,000 aggregate shares of Class A Common Stock or OpCo Units (with equivalent number of shares of Class B Common Stock) that comprise the Earnout Equity, which will be issued and outstanding as of Closing, but subject to forfeiture and (b) an expected 18,075,207 shares (of which 5,976,406 will be shares of Class A Common Stock of Nerdy, Inc. and 12,098,801 will be shares of Class B Common Stock of Nerdy Inc.) underlying (i) an expected 9,036,422 vested (of which 1,233,379 are vested unit appreciation rights and 7,803,043 are vested profit interest units) and (ii) 9,038,785 unvested (of which 4,743,027 are unvested stock appreciation rights and 4,295,758 are unvested profit interest units), which unvested stock appreciation rights and profit interest units will be subject to certain vesting conditions and a risk of forfeiture, that will be held by the former Nerdy unit appreciation rights and profit interest units holders immediately following the Closing;
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does not take into account (a), the issuance of any shares upon completion of the Business Combination under the Equity Incentive Plan, which is expected to include shares available for issuance for 15% of shares outstanding at Closing after giving effect to the shares of Class A Common Stock/OpCo Units issuable upon exercise of the warrants using treasury stock method assuming an $18.00 stock/unit price and assuming that the Nerdy Earnout Consideration is issued in full, plus additional shares relating to the forfeiture provisions set forth in the proposed Equity Incentive Plan and (b) 19,333,333 warrants that will remain outstanding immediately following the Business Combination and may be exercised thereafter; and
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otherwise assumes that:
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no public shareholders elect to have their public shares redeemed;
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at the Closing, the forward purchasers purchase an aggregate 16,116,750 shares of Class A Common Stock and 3,000,000 forward purchase warrants for aggregate proceeds of $150 million and the TPG Pace Initial Shareholders are issued an aggregate 3,750,000 Class A Shares pursuant to the conversion adjustment set forth in the Proposed Certificate of Incorporation and otherwise complete the Share Forfeitures and Warrant Forfeitures;
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• |
at the Closing, the investors purchase 15,000,000 shares of Class A Common Stock in the PIPE Financing for aggregate proceeds of $150 million, and the TPG Pace Initial Shareholders waive the conversion adjustment pursuant to the Waiver Agreement;
|
• |
none of TPG Pace’s existing shareholders or Nerdy equity holders purchase Class A Shares in the open market; and
|
• |
there are no other issuances of equity interests of TPG Pace prior to or in connection with the Closing.
|
• |
our ability to complete the Business Combination with Nerdy or, if we do not consummate such Business Combination, any other initial business combination;
|
• |
satisfaction or waiver of the conditions to the Business Combination including, among others: (i) the approval by our shareholders of the Condition Precedent Proposals being obtained; (ii) the applicable waiting period under the Hart-Scott-Rodino Act of 1976 (the “HSR Act”) relating to the Business Combination Agreement having expired or been terminated; (iii) TPG Pace having at least $5,000,001 of net tangible assets (as determined in accordance with Rule
3a51-1(g)(1)
of the Exchange Act) after giving effect to the transactions contemplated by the Business Combination Agreement and the PIPE Financing; (iv) the Minimum Available Cash Condition; (v) the approval by NYSE of our initial listing application in connection with the Business Combination; (vi) there being immediately following the Effective Time, to the knowledge of TPG Pace, no single beneficial owner of Common Stock of greater than 9.9% and no three beneficial owners of shares of TPG Pace’s ordinary shares of greater than 25% and (vii) the consummation of the Domestication;
|
• |
the occurrence of any event, change or other circumstances, including the outcome of any legal proceedings that may be instituted against TPG Pace and Nerdy following the announcement of the Business Combination Agreement and the transactions contemplated therein, that could give rise to the termination of the Business Combination Agreement;
|
• |
the projected financial information, growth rate and market opportunity of Nerdy Inc.;
|
• |
the ability to obtain and/or maintain the listing of the Class A Common Stock and the Nerdy Inc. warrants on the NYSE, and the potential liquidity and trading of such securities;
|
• |
the risk that the proposed Business Combination disrupts current plans and operations of Nerdy as a result of the announcement and consummation of the proposed Business Combination;
|
• |
the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably and retain its key employees;
|
• |
costs related to the proposed Business Combination;
|
• |
changes in applicable laws or regulations;
|
• |
our ability to raise financing in the future;
|
• |
our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the completion of the Business Combination;
|
• |
our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving the Business Combination;
|
• |
the period over which Nerdy anticipates its existing cash and cash equivalents will be sufficient to fund its operating expenses and capital expenditure requirements;
|
• |
regulatory developments in the United States and foreign countries;
|
• |
the impact of laws and regulations;
|
• |
Nerdy’s ability to attract and retain key management personnel;
|
• |
Nerdy’s estimates regarding expenses, future revenue, capital requirements and needs for additional financing;
|
• |
Nerdy’s financial performance;
|
• |
the effect of
COVID-19
on the foregoing, including our ability to consummate the Business Combination due to the uncertainty resulting from the recent
COVID-19
pandemic; and
|
• |
other factors detailed under the section entitled “
Risk Factors
|
Q:
|
Why am I receiving this proxy statement/prospectus?
|
A: |
TPG Pace shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Business Combination Agreement and approve the transactions contemplated thereby, including the Business Combination. In accordance with the terms and subject to the conditions of the Business Combination Agreement, among other things, in connection with the Domestication, on the Closing Date prior to the Effective Time, (i) TPG Pace Merger Sub will merge with and into Nerdy (the “Merger”), with Nerdy surviving the Merger, (ii) simultaneously with the Merger, Blocker Merger Sub I will merge with and into TCV Blocker, with TCV Blocker surviving such merger, and Blocker Merger Sub II will merge with and into Learn Blocker, with Learn Blocker surviving such merger (each a “Reverse Blocker Merger” and, together, the “Reverse Blocker Mergers”), and (iii) immediately following the Merger and the Reverse Blocker Mergers, each surviving Blocker will merge with and into Nerdy Inc. (each a “Direct Blocker Merger” and, together, the “Direct Blocker Mergers” and, together with the Reverse Blocker Mergers, the “Blocker Mergers”), with Nerdy Inc. surviving each Direct Blocker Merger.
|
Q:
|
What proposals are shareholders of TPG Pace being asked to vote upon?
|
A: |
At the extraordinary general meeting, TPG Pace is asking holders of the TPG Pace ordinary shares to consider and vote upon thirteen (13) separate proposals:
|
• |
a proposal to approve by ordinary resolution and adopt the Business Combination Agreement, including the Merger, and the transactions contemplated thereby;
|
• |
a proposal to approve by special resolution the Domestication;
|
• |
a proposal to approve by special resolution the Proposed Certificate of Incorporation;
|
• |
the following six (6) separate proposals to approve, on a
non-binding
advisory basis, by ordinary resolution the following material differences between the Existing Governing Documents and the Proposed Governing Documents:
|
• |
to change in the authorized share capital of TPG Pace from US $22,100 divided into (i) 200,000,000 Class A ordinary shares, par value $0.0001 per share, (ii) 20,000,000 Class F ordinary shares, par value $0.0001 per share, and (iii) 1,000,000 preference shares, par value $0.0001, to (a) shares of Class A common stock, par value $0.0001 per share, of Nerdy Inc., (b) shares of Class F common stock, par value $0.0001 per share, of Nerdy Inc., (c) shares of Class B common stock, par value $0.0001 per share, of Nerdy Inc., in order to provide for our
“Up-C”
structure and (d) shares of preferred stock, par value $0.0001 per share;
|
• |
to authorize the Nerdy Inc. Board to issue any or all shares of Nerdy Inc. Preferred Stock in one or more classes or series, with such terms and conditions as may be expressly determined by the Nerdy Inc. Board and as may be permitted by the DGCL;
|
• |
to approve the provision that certain provisions of the Proposed Certificate of Incorporation of Nerdy Inc. are subject to the Stockholders Agreement;
|
• |
to approve the provision that removes the ability of Nerdy Inc. stockholders to take action by written consent in lieu of a meeting;
|
• |
to approve the provision that any director or the entire board of directors of Nerdy Inc. may be removed from office, but only for cause and only by the affirmative vote of the holders of a majority of the then-outstanding shares of stock of Nerdy Inc. entitled to vote generally for the election of directors; and
|
• |
to amend and restate the Existing Governing Documents and authorize all other changes necessary or desirable in connection with the replacement of Existing Governing Documents with the Proposed Certificate of Incorporation and Proposed Bylaws as part of the Domestication (copies of which are attached to the proxy statement/prospectus as Annex C and Annex D, respectively), including (i) changing the post-Business Combination corporate name from “TPG Pace Tech Opportunities Corp.” to “Nerdy Inc.” (which is expected to occur upon the consummation of the Domestication), (ii) making Nerdy Inc.’s corporate existence perpetual, (iii) adopting Delaware as the exclusive forum for certain stockholder litigation and the United States District Courts as the exclusive forum for litigation arising out of federal securities laws, as amended, and (iv) removing certain provisions related to our status as a blank check company that will no longer be applicable upon consummation of the Business Combination.
|
• |
a proposal to approve by ordinary resolution the election, effective immediately in connection with the consummation of the Business Combination, of two directors to serve until the 2022 annual meeting of stockholders, two directors to serve until the 2023 annual meeting of stockholders and three directors to serve until the 2024 annual meeting of stockholders, each until his or her respective successor is duly elected and qualified, subject to such director’s earlier death, resignation, retirement, disqualification or removal;
|
• |
a proposal to approve by ordinary resolution, for purposes of complying with the applicable provisions of Section 312.03 of The NYSE Listed Company Manual, the issuance of more than 20% of TPG Pace’s common stock to the investors in the PIPE Financing;
|
• |
a proposal to approve and adopt by ordinary resolution the Equity Incentive Plan; and
|
• |
a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to, among other things, permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting.
|
Q:
|
What conditions must be satisfied to complete the Business Combination?
|
A: |
There are a number of closing conditions in the Business Combination Agreement, including the approval by TPG Pace shareholders of the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, the Equity Incentive Plan Proposal and the NYSE Proposal. In addition, unless waived by Nerdy, the Business Combination Agreement provides that each party’s obligation to consummate the Business Combination is conditioned on the Available Cash, which shall equal the amount in the Trust Account (net of any TPG Pace shareholder redemptions) plus the net proceeds from the PIPE Financing and the forward purchases, equaling or exceeding $250,000,000. Net proceeds from the PIPE Financing and the forward purchases are expected to exceed $250,000,000.
|
Q:
|
Why is TPG Pace proposing the Business Combination?
|
A: |
TPG Pace is a blank check company incorporated as a Cayman Islands exempted company on July 11, 2019 and formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more target businesses. TPG Pace’s acquisition plan is focused in the technology sector, but it may seek to complete a business combination in any industry or location, except that it is not, under its amended and restated memorandum and articles of association, permitted to effect a business combination with a blank check company or a similar type of company with nominal operations.
|
Q:
|
Did the TPG Pace Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?
|
Q:
|
What will the Existing Nerdy Holders receive in the Business Combination with TPG Pace?
|
A: |
On the Closing Date, promptly following the consummation of the Domestication, among other things, TPG Pace Merger Sub will merge with and into Nerdy, with Nerdy (at such time, OpCo) as the surviving company in the Merger and, after giving effect to such Merger, OpCo shall be governed by the Board of Managers pursuant to the terms of Sections 6.1(b) and 6.4 of the OpCo LLC Agreement. The aggregate consideration to be paid to the Existing Nerdy Holders (including the holders of Nerdy unit appreciation rights and profit units to the extent entitled to consideration, as described below) is based on an enterprise value of $1,250,000,000 (subject to certain debt related adjustments) and shall consist of (i) an amount of cash equal to the excess of the amount of Available Cash over $250,000,000 (but not to exceed $388,200,000),
plus
plus
plus
|
Q:
|
What is an
“Up-C”
Structure?
|
A: |
Our corporate structure following the business combination, as described under the section entitled “
Proposal No. 1—The Business Combination Proposal
“Up-C”
structure, which is often used by partnerships and limited liability companies undertaking an initial public offering. The
Up-C
structure allows the Existing Nerdy Holders (other than the owners of the Blockers) to retain their equity ownership in Nerdy, an entity that is classified as a partnership for U.S. federal income tax purposes, in the form of post-merger OpCo Units and OpCo warrants, and provides potential future tax benefits for Nerdy Inc. (a substantial portion of which the post-merger Nerdy holders of OpCo Units will benefit from pursuant to the Tax Receivable Agreement) in connection with the Business Combination and when the post-merger Nerdy holders of OpCo Units ultimately exchange their OpCo Units for shares of Class A common stock. Nerdy Inc. will be a holding company and, immediately after the consummation of the business combination, its only direct assets will consist of OpCo Units and OpCo warrants. Immediately following the Closing, Nerdy Inc. is expected to own approximately 60% of the OpCo Units.
|
Q:
|
How will we be managed following the business combination?
|
A: |
We anticipate that all of the executive officers of Nerdy will remain with Nerdy Inc.
|
• |
Class I: Charles Cohn (a Cohn Director Designee), who will also serve as Nerdy Inc.’s Chief Executive Officer, and Greg Mrva (TPG Pace’s President and the Sponsor Director Designee)
|
• |
Class II: Rob Hutter (Learn Director Designee) and Christopher (Woody) Marshall (TCV Director Designee)
|
• |
Class III: Catherine Beaudoin (a Cohn Director Designee), Erik Blachford (a Cohn Director Designee), and Kathleen Philips (the Mutual Director)
|
Q:
|
Who will have effective management and control over the affairs and decision making of Nerdy after the Business Combination?
|
A: |
Who will have effective control over the affairs and decision-making of Nerdy LLC after the Business Combination will depend on the level of redemptions by public shareholders. In the event that the level of redemptions is below 23,511,904 shares, or 52.2% of the public shares, control of Nerdy will rest with Nerdy Inc. In accordance with the Second Amended and Restated Limited Liability Company Agreement of Nerdy LLC, the Nerdy LLC Board of Managers is required to reflect the relative ownership of Nerdy LLC; therefore, in the event that the level of redemptions is below 52.2% of public shares Nerdy Inc. will designate three Managers to the Board of Managers with the remaining two Managers being designated by the members holding a majority of the then outstanding vested units held by members other than Nerdy Inc. Such composition of the OpCo Board is expected to reflect the relative ownership of OpCo held by Nerdy Inc., on the one hand, and the other members that are affiliated with Nerdy immediately prior to the completion of the Business Combination, on the other hand.
|
Q:
|
What are the PIPE Financing and the Forward Purchase Agreements?
|
A: |
In connection with the Business Combination and concurrently with the execution of the Business Combination Agreement, TPG Pace entered into the Subscription Agreements with certain investors, pursuant to which such investors agreed to purchase, and TPG Pace agreed to issue and sell to such investors, newly issued shares of Class A Common Stock at a purchase price of $10.00 per share for gross proceeds of approximately $150 million, which we refer to as the PIPE Financing. The Sponsor, directors, officers and their affiliates will not participate in the PIPE Financing.
|
Q:
|
What equity stake will current TPG Pace shareholders and current equityholders of Nerdy Inc. hold in Nerdy Inc. immediately after the consummation of the Business Combination?
|
A: |
The following table presents the share ownership of various holders of Nerdy Inc. upon the closing of the Business Combination, does not give effect to the potential exercise of any warrants and otherwise assumes the following redemption scenarios:
|
Holders
|
No Redemption | % of Total |
Illustrative
Redemption |
% of Total |
Maximum
Redemption |
% of Total | ||||||||||||||||||
TPG Pace Public Shareholders
|
45,000,000 | 25.3 | 22,500,000 | 13.5 | — | — | ||||||||||||||||||
Sponsor and Affiliates (1)
|
14,552,200 | 8.2 | 14,552,200 | 8.7 | 14,552,200 | 8.7 | ||||||||||||||||||
Nerdy Equity Holders (2)
|
90,184,678 | 50.6 | 101,500,000 | 60.8 | 124,000,000 | 74.3 | ||||||||||||||||||
Forward Purchasers (excluding Affiliates) (3)
|
13,447,800 | 7.5 | 13,447,800 | 8.0 | 13,447,800 | 8.0 | ||||||||||||||||||
PIPE Investors
|
15,000,000 | 8.4 | 15,000,000 | 9.0 | 15,000,000 | 9.0 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total
|
178,184,678 | 100.0 | 167,000,000 | 100.0 | 167,000,000 | 100.0 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Nerdy Inc. Class A Common Stock owned upon conversion of Nerdy Inc. Founder Shares and, in the case of our Sponsor, (i) taking into account the 3,750,000 shares issued to the Sponsor pursuant to the conversion adjustment in connection with the issuance of shares pursuant to the Forward Purchase Agreements and the waiver of the conversion adjustment pursuant to the Waiver Agreement in connection with the consummation of issuances pursuant to the Forward Purchase Agreements of any shares in excess of an
|
aggregate 15,000,000 shares of Class A Common Stock and the transactions contemplated by the PIPE Financing, (ii) taking into account the Share Forfeitures and (iii) including 4,000,000 shares subject to forfeiture if certain stock price thresholds are not achieved. Amounts also include 2,668,950 shares of Class A Common Stock to be issued to officers and directors of TPG Pace and other affiliates of TPG Pace pursuant to the Forward Purchase Agreements. |
(2) |
Represents shares of Class A Common Stock and Class B Common Stock (and accompanying OpCo Units) issued to holders of Nerdy common units in the Business Combination, including (i) 4,000,000 shares issued as Nerdy Earnout Consideration subject to forfeiture if certain stock price thresholds are not achieved and (ii) shares of Common Stock of Nerdy Inc. underlying vested and unvested stock appreciation rights and profit interest units that will be held by the former Nerdy unit appreciation rights and profit interest units holders immediately following the Closing, which is expected to be 18,075,207 shares, consisting of 5,976,406 shares of Class A Common Stock for the stock appreciation rights of Nerdy Inc. and 12,098,801 shares of Class B Common Stock for the profit interest units of Nerdy Inc.
|
(3) |
Excludes 2,668,950 shares of Class A Common Stock to be issued to officers and directors of TPG Pace and other affiliates of TPG Pace pursuant to the Forward Purchase Agreements.
|
Holders
|
No Redemption | % of Total |
Illustrative
Redemption |
% of Total |
Maximum
Redemption |
% of Total | ||||||||||||||||||
TPG Pace Public Shareholders
|
54,000,000 | 27.3 | 31,500,000 | 16.9 | 9,000,000 | 4.8 | ||||||||||||||||||
Sponsor and Affiliates (1)
|
19,961,489 | 10.1 | 19,961,489 | 10.7 | 19,961,489 | 10.7 | ||||||||||||||||||
Nerdy Equity Holders (2)
|
92,629,122 | 46.9 | 103,944,444 | 55.8 | 126,444,444 | 67.9 | ||||||||||||||||||
Forward Purchasers (excluding Affiliates) (3)
|
15,927,400 | 8.1 | 15,927,400 | 8.5 | 15,927,400 | 8.5 | ||||||||||||||||||
PIPE Investors
|
15,000,000 | 7.6 | 15,000,000 | 8.1 | 15,000,000 | 8.1 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total
|
197,518,011 | 100.0 | 186,333,333 | 100.0 | 186,333,333 | 100.0 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Nerdy Inc. Class A Common Stock owned upon conversion of Nerdy Inc. Founder Shares and, in the case of our Sponsor, (i) taking into account the 3,750,000 shares issued to the Sponsor pursuant to the conversion adjustment in connection with the issuance of shares pursuant to the Forward Purchase Agreements and the waiver of the conversion adjustment pursuant to the Waiver Agreement in connection with the consummation of issuances pursuant to the Forward Purchase Agreements of any shares in excess of an aggregate 15,000,000 shares of Class A Common Stock and the transactions contemplated by the PIPE Financing, (ii) taking into account the Share Forfeitures, (iii) including 4,000,000 shares subject to forfeiture if certain stock price thresholds are not achieved, and (iv) including 4,888,889 private placement warrants held by Sponsor and the TPG Independent Directors after taking into account the forfeiture of 2,444,444 private placement warrants pursuant to the Waiver Agreement. Amounts also include 2,668,950 shares of Class A Common Stock and 520,400 warrants to be issued to officers and directors of TPG Pace and other affiliates of TPG Pace pursuant to the Forward Purchase Agreements.
|
(2) |
Represents shares of Class A Common Stock and Class B Common Stock (and accompanying OpCo Units) issued to holders of Nerdy common units in the Business Combination, including (i) 4,000,000 shares issued as Nerdy Earnout Consideration subject to forfeiture if certain stock price thresholds are not achieved, (ii) shares of Common Stock of Nerdy Inc. underlying vested and unvested stock appreciation rights and profit interest units that will be held by the former Nerdy unit appreciation rights and profit interest units holders immediately following the Closing, which is expected to be 18,075,207 shares, consisting of 5,976,406 shares of Class A Common Stock for the stock appreciation rights of Nerdy Inc. and 12,098,801 shares of Class B Common Stock for the profit interest units of Nerdy Inc., and (iii) taking into account 2,444,444 private placement warrants issued in connection with the forfeitures of private placement warrants by Sponsor and the TPG Independent Directors discussed in the foregoing.
|
(3) |
Excludes 2,668,950 shares of Class A Common Stock and 520,400 warrants to be issued to officers and directors of TPG Pace and other affiliates of TPG Pace pursuant to the Forward Purchase Agreements.
|
Q:
|
Why is TPG Pace proposing the Domestication?
|
A: |
Our board of directors believes that there are significant advantages to us that will arise as a result of a change of our domicile to Delaware. Further, our board of directors believes that any direct benefit that the DGCL provides to a corporation also indirectly benefits its stockholders, who are the owners of the corporation. The board of directors believes that there are several reasons why transfer by way of continuation to Delaware is in the best interests of TPG Pace and its shareholders, including, (i) the prominence, predictability and flexibility of the DGCL, (ii) Delaware’s well-established principles of corporate governance and (iii) the increased ability for Delaware corporations to attract and retain qualified directors, each of the foregoing are discussed in greater detail in the section entitled “
Domestication Proposal—Reasons for the Domestication.
|
Q:
|
What amendments will be made to the current constitutional documents of TPG Pace?
|
A: |
The consummation of the Business Combination is conditional, among other things, on the Domestication. Accordingly, in addition to voting on the Business Combination, TPG Pace’s shareholders also are being asked to consider and vote upon a proposal to approve the Domestication, and replace TPG Pace’s Existing Governing Documents, in each case, under Cayman Islands law with the Proposed Governing Documents,
|
in each case, under the DGCL, which differ from the Existing Governing Documents in the following material respects: |
Existing Governing Documents
|
Proposed Governing Documents
|
|||
Authorized Shares
(
Governing Documents
Proposal A
|
The share capital under the Existing Governing Documents is US $22,100 divided into (i) 200,000,000 Class A ordinary shares, par value US $0.0001 per share, (ii) 20,000,000 Class F ordinary shares, par value US $0.0001 per share, and (iii) 1,000,000 preference shares, par value US $0.0001 per share. |
The Proposed Governing Documents authorize (i) shares of Class A common stock, par value $0.0001 per share, of Nerdy Inc., (ii) shares of Class F common stock, par value $0.0001 per share, of Nerdy Inc., (iii) shares of Class B common stock, par value $0.0001 per share, of Nerdy Inc., in order to provide for our
“Up-C”
structure and (iv) shares of preferred stock, par value $0.0001 per share, of Nerdy Inc.
|
||
See paragraph 5 of our Memorandum of Association.
|
See Article Fourth, Section 1 of the Proposed Certificate of Incorporation.
|
|||
Authorize the Board of Directors to Issue Preferred Stock Without Stockholder Consent
(
Governing Documents
Proposal B
|
The Existing Governing Documents authorize the issuance of 1,000,000 preference shares with such designation, rights and preferences as may be determined from time to time by our board of directors. Accordingly, our board of directors is empowered under the Existing Governing Documents, without shareholder approval, to issue preference shares with dividend, liquidation, redemption, voting or other rights which could adversely affect the voting power or other rights of the holders of ordinary shares. | The Proposed Governing Documents authorize the Nerdy Inc. Board to issue any or all shares of Nerdy Inc. Preferred Stock in one or more classes or series and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as the Nerdy Inc. Board may determine. | ||
See Article 3.1 of our Articles of Association.
|
See Article First of the Proposed Certificate of Incorporation.
|
|||
Stockholders’ Agreement
(
Governing Documents
Proposal C
|
The Existing Governing Documents do not state that the Certificate of Incorporation may be subject to a stockholders’ agreement. | The Proposed Governing Documents will provide that certain provisions of the Certificate of Incorporation are subject to the Stockholders’ Agreement. | ||
Section 2.9 of the Proposed Bylaws
|
Existing Governing Documents
|
Proposed Governing Documents
|
|||
Action by Written Consent in
Lieu of Meeting
(
Governing Documents
Proposal D
|
The Existing Governing Documents allow for action by written resolution. | The Proposed Governing Documents will remove the ability of Nerdy Inc. stockholders to take action by written consent in lieu of a meeting. | ||
See Article 22.3 of our Articles of Association and the definition of “Ordinary Resolution” thereto.
|
See Section 2.14 of the Proposed Bylaws.
|
|||
Director Removal from Office
(
Governing Documents
Proposal E
|
The Existing Governing Documents allow for removal of directors with or without cause.
See Article 29.3 of our Articles of Association.
|
The Proposed Governing Documents will provide that any director or the entire board of directors of Nerdy Inc. may be removed from office, but only for cause and only by the affirmative vote of the holders of a majority of the then-outstanding shares of stock of Nerdy Inc. entitled to vote generally for the election of directors. | ||
See Section 3.10 of the Proposed Bylaws.
|
||||
Corporate Name
(
Governing Documents
Proposal F
|
The Existing Governing Documents provide the name of the company is “TPG Pace Tech Opportunities Corp.” | The Proposed Governing Documents will provide that the name of the corporation will be “Nerdy Inc.” | ||
See Paragraph 1 of our Memorandum of Association.
|
See Article First of the Proposed Certificate of Incorporation.
|
|||
Perpetual Existence
(
Governing Documents
Proposal F
|
The Existing Governing Documents provide that if we do not consummate a business combination (as defined in the Existing Governing Documents) by October 9, 2022 (twenty-fourth months after the closing of the TPG Pace IPO), TPG Pace will cease all operations except for the purposes of winding up and will redeem the shares issued in the TPG Pace IPO and liquidate its trust account. | The Proposed Governing Documents do not include any provisions relating to Nerdy Inc.’s ongoing existence; the default under the DGCL will make Nerdy Inc.’s existence perpetual. | ||
See Article 49.7 of our Articles of Association.
|
||||
Exclusive Forum
(
Governing Documents
Proposal F
|
The Existing Governing Documents do not contain a provision adopting an exclusive | The Proposed Governing Documents adopt Delaware as the exclusive forum for certain stockholder litigation and the |
Existing Governing Documents
|
Proposed Governing Documents
|
|||
forum for certain shareholder litigation. | United States Federal District Courts as the exclusive forum for litigation arising out of the federal securities laws. | |||
See Article Eleventh of the Proposed Certificate of Incorporation.
|
||||
Provisions Related to Status as Blank Check Company
(
Governing Documents
Proposal F
|
The Existing Governing Documents set forth various provisions related to our status as a blank check company prior to the consummation of a business combination. | The Proposed Governing Documents do not include such provisions related to our status as a blank check company, which no longer will apply upon consummation of the Business Combination, as we will cease to be a blank check company at such time. |
Q:
|
How will the Domestication affect my ordinary shares, warrants and units?
|
A: |
In connection with the Domestication, on the Closing Date prior to the Effective Time, (i) each issued and outstanding Class A Share will convert automatically by operation of law, on a
one-for-one
and one-fifth of
one warrant to acquire one share of Class A Common Stock. See “
Domestication Proposal
|
Q:
|
What are the U.S. federal income tax consequences of the Domestication?
|
A: |
As discussed more fully below under the caption “
Material U.S. Federal Income Tax Considerations—U.S. Federal Income Taxation of U.S. Holders
tax-free,
may apply with respect to U.S. Holders (as defined below under the caption “
Material U.S. Federal Income Tax Considerations—U.S. Federal Income Taxation of U.S. Holders
|
• |
a U.S. Holder who, on the date of the Domestication, beneficially owns (actually or constructively, including as a result of the applicable attribution rules that would take into account such U.S. Holder’s ownership of TPG Pace Public Warrants) Class A Shares with a fair market value of $50,000 or more but with less than 10% of the total combined voting power of all classes of TPG Pace stock entitled to
|
vote and less than 10% of the total value of all classes of TPG Pace stock, will recognize gain (but not loss) with respect to the Domestication or, in the alternative, may elect to recognize the “all earnings and profits” amount attributable to such U.S. Holder, as discussed more fully below under the caption “
Material U.S. Federal Income Tax Considerations—U.S. Federal Income Taxation of U.S. Holders—Effects of Section
367(b)
|
• |
a U.S. Holder who, on the date of the Domestication, beneficially owns (actually or constructively, including as a result of the applicable attribution rules that would take into account such U.S. Holder’s ownership of TPG Pace Public Warrants) Class A Shares with a fair market value of less than $50,000 generally should not be required to recognize any gain or loss in connection with the Domestication or to include any part of the “all earnings and profits amount” in income.
|
Q:
|
Do I have redemption rights?
|
A: |
If you are a holder of public shares, you have the right to request that we redeem all or a portion of your public shares for cash provided that you follow the procedures and deadlines described elsewhere in this
|
proxy statement/prospectus.
Public shareholders may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the Business Combination Proposal.
How do I exercise my redemption rights?
|
Q:
|
How do I exercise my redemption rights?
|
A: |
In connection with the proposed Business Combination, pursuant to the Existing Governing Documents, TPG Pace’s public shareholders may request that TPG Pace redeem all or a portion of such public shares for cash if the Business Combination is consummated. If you are a public shareholder and wish to exercise your right to redeem the public shares, you must:
|
(i) |
(a) hold public shares, or (b) if you hold public shares through units, you must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental, our transfer agent, directly and instruct them to do so;
|
(ii) |
submit a written request to Continental, TPG Pace’s transfer agent, in which you (i) request that we redeem all or a portion of your public shares for cash, and (ii) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and
|
(iii) |
deliver your public shares to Continental, our transfer agent, physically or electronically through The Depository Trust Company (“DTC”).
|
Q:
|
If I am a holder of units, can I exercise redemption rights with respect to my units?
|
A: |
No. Holders of issued and outstanding units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying public shares and public warrants, or if you hold units registered in your own name, you must contact Continental, our transfer agent, directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. You must cause your public shares to be separated and delivered to Continental, our transfer agent, by 5:00 p.m., Eastern Time, on , 2021 (two business days before the extraordinary general meeting) in order to exercise your redemption rights with respect to your public shares.
|
Q:
|
What are the U.S. federal income tax consequences of exercising my redemption rights?
|
A: |
The receipt of cash by a Holder (as defined below under the caption “
Material U.S. Federal Income Tax Considerations
Material U.S. Federal Income Tax Considerations—U.S. Federal Income Taxation of U.S. Holders
Non-U.S.
Holder (as defined below under the caption “
Material U.S. Federal Income Tax Considerations—U.S. Federal Income Taxation of
Non-U.S.
Holders
Material U.S. Federal Income Tax Considerations—U.S. Federal Income Taxation of U.S. Holders
Redemption of Class
A Common Stock
Material U.S. Federal Income Tax Considerations—U.S. Federal Income Taxation of
Non-U.S.
Holders
Redemption of Class
A Common Stock,
|
Q:
|
What happens to the funds deposited in the trust account after consummation of the Business Combination?
|
A: |
Following the closing of our initial public offering, an amount equal to $450,000,000 ($10.00 per unit) of the net proceeds from our initial public offering and the sale of the private placement units was placed in the Trust Account. As of December 31, 2020, funds in the Trust Account totaled approximately $450 million and were held in U.S. treasury securities. These funds will remain in the Trust Account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (i) the completion of a business combination (including the closing of the Business Combination) or (ii) the redemption of all of the public shares if we are unable to complete a business combination by October 9, 2022 (unless such date is extended in accordance with the Existing Governing Documents), subject to applicable law.
|
Q:
|
What happens if a substantial number of the public shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?
|
A: |
Our public shareholders are not required to vote “FOR” the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public shareholders are reduced as a result of redemptions by public shareholders.
|
Holders
|
No Redemption
|
% of
Total |
Illustrative
Redemption |
% of
Total |
Maximum
Redemption |
% of
Total |
||||||||||||||||||
TPG Pace Public Shareholders
|
45,000,000 | 26.4 | 22,500,000 | 14.2 | — | — | ||||||||||||||||||
Sponsor and Affiliates (1)
|
10,552,200 | 6.2 | 10,552,200 | 6.6 | 10,552,200 | 6.6 | ||||||||||||||||||
Nerdy Equity Holders
|
86,184,678 | 50.7 | 97,500,000 | 61.3 | 120,000,000 | 75.5 | ||||||||||||||||||
Forward Purchasers (excluding Affiliates) (2)
|
13,447,800 | 7.9 | 13,447,800 | 8.5 | 13,447,800 | 8.5 | ||||||||||||||||||
PIPE Investors
|
15,000,000 | 8.8 | 15,000,000 | 9.4 | 15,000,000 | 9.4 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total Shares Outstanding Excluding Earnout Shares and Warrants
|
170,184,678 | 100.0 | 159,000,000 | 100.0 | 159,000,000 | 100.0 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total Equity Value Post-Redemptions and Secondary ($ in millions)
|
$ | 1,702 | $ | 1,590 | $ | 1,590 | ||||||||||||||||||
Per Share Value
|
$ | 10.00 | $ | 10.00 | $ | 10.00 |
(1) |
Amounts also include 2,668,950 shares of Class A Common Stock to be issued to officers and directors of TPG Pace and other affiliates of TPG Pace pursuant to the Forward Purchase Agreements.
|
(2) |
Excludes 2,668,950 shares of Class A Common Stock to be issued to officers and directors of TPG Pace and other affiliates of TPG Pace pursuant to the Forward Purchase Agreements.
|
Q:
|
How do the public warrants differ from the private placement warrants and forward purchase warrants and what are the related risks for any public warrant holders post business combination?
|
Q:
|
When do you expect the Business Combination to be completed?
|
A: |
It is currently expected that the Business Combination will be consummated early in the second half of 2021. This date depends, among other things, on the approval of the proposals to be put to TPG Pace shareholders at the extraordinary general meeting. However, such extraordinary general meeting could be adjourned if the Adjournment Proposal is adopted by our shareholders at the extraordinary general meeting and we elect to adjourn the extraordinary general meeting to a later date or dates to consider and vote upon a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates (A) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to TPG Pace shareholders or, if as of the time for which the extraordinary general meeting is scheduled, there are insufficient TPG Pace ordinary shares represented (either in person, virtually, or by proxy) to constitute a quorum necessary to conduct business at the extraordinary general meeting, (B) in order to solicit additional proxies from TPG Pace shareholders in favor of one or more of the proposals at the extraordinary general meeting or (C) if TPG Pace shareholders have elected to redeem an amount of public shares such that the Minimum Available Cash Condition would not be satisfied. For a description of the conditions for the completion of the Business Combination, see “
Business Combination Proposal—Conditions to Closing of the Business Combination
|
Q:
|
What happens if the Business Combination is not consummated?
|
A: |
TPG Pace will not complete the Domestication to Delaware unless all other conditions to the consummation of the Business Combination have been satisfied or waived by the parties in accordance with the terms of the Business Combination Agreement. If TPG Pace is not able to consummate the Business Combination with Nerdy nor able to complete another business combination by October 9, 2022, in each case, as such date may be extended pursuant to our Existing Governing Documents, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days
|
thereafter, redeem the public shares, at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and the TPG Board, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable laws.
|
Q:
|
Do I have appraisal rights in connection with the proposed Business Combination and the proposed Domestication?
|
A: |
Neither our shareholders nor our warrant holders have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.
|
Q:
|
What do I need to do now?
|
A: |
We urge you to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety and to consider how the Business Combination will affect you as a shareholder and/or warrant holder. Our shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.
|
Q:
|
How do I vote?
|
A: |
If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, and were a holder of record of ordinary shares on , 2021, the record date for the extraordinary general meeting, you may vote with respect to the proposals in person or virtually at the extraordinary general meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. For the avoidance of doubt, the record date does not apply to TPG Pace shareholders that hold their shares in registered form and are registered as shareholders in TPG Pace’s register of members. All holders of shares in registered form on the day of the extraordinary general meeting are entitled to vote at the extraordinary general meeting.
|
Q:
|
If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?
|
A: |
No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker
non-vote.”
Abstentions and broker
non-votes,
while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal. If you decide to vote, you should provide instructions to your broker, bank or other nominee on how to vote in accordance with the information and procedures provided to you by your broker, bank or other nominee.
|
Q:
|
When and where will the extraordinary general meeting be held?
|
A: |
The extraordinary general meeting will be held on , 2021 at local time at the offices of Vinson & Elkins L.L.P., located at 1114 Avenue of the Americas, 32
nd
Floor, New York, NY 10036, unless the extraordinary general meeting is adjourned.
|
Q:
|
How will the
COVID-19
pandemic impact
in-person
voting at the General Meeting?
|
A: |
We intend to hold the extraordinary general meeting in person. However, we are sensitive to the public health and travel concerns our shareholders may have and recommendations that public health officials may issue in light of the evolving coronavirus
(“COVID-19”)
situation. As a result, we may impose additional procedures or limitations on meeting attendees. We plan to announce any such updates in a press release filed with the SEC and on our proxy website at https://www.cstproxy.com/tpgpacetechopportunities/2021, and we encourage you to check this website prior to the meeting if you plan to attend.
|
Q:
|
What impact will the
COVID-19
Pandemic have on the Business Combination?
|
A: |
Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the impact of
COVID-19
on the business of TPG Pace and Nerdy, and there is no guarantee that efforts by TPG Pace and Nerdy to address the adverse impacts of the coronavirus will be effective. The extent of such impact will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus and actions taken to contain the coronavirus or its impact, among others. If TPG Pace or Nerdy is unable to recover from a business disruption on a timely basis, the Business Combination and Nerdy Inc.’s business, financial condition and results of operations following the completion of the Business Combination would be adversely affected. The Business Combination may also be delayed and adversely affected by
COVID-19
and become more costly. Each of TPG Pace and Nerdy may also incur additional costs to remedy damages caused by any such disruptions, which could adversely affect its financial condition and results of operations.
|
Q:
|
Who is entitled to vote at the extraordinary general meeting?
|
A: |
We have fixed , 2021 as the record date for the extraordinary general meeting. If you were a shareholder of TPG Pace at the close of business on the record date, you are entitled to vote on matters that come before the extraordinary general meeting. However, a shareholder may only vote his or her shares if he or she is present in person or is represented by proxy at the extraordinary general meeting.
|
Q:
|
How many votes do I have?
|
A: |
TPG Pace shareholders are entitled to one vote at the extraordinary general meeting for each TPG Pace ordinary share held of record as of the record date. As of the close of business on the record date for the extraordinary general meeting, there were 56,250,000 TPG Pace ordinary shares issued and outstanding, of which 45,000,000 were issued and outstanding public shares.
|
Q:
|
What constitutes a quorum?
|
A: |
A quorum of TPG Pace shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if one or more shareholders who together hold not less than a majority of the issued and outstanding ordinary shares entitled to vote at the extraordinary general meeting are represented in person or by proxy at the extraordinary general meeting. As of the record date for the extraordinary general meeting, 28,125,000 TPG Pace ordinary shares would be required to achieve a quorum.
|
Q:
|
What vote is required to approve each proposal at the extraordinary general meeting?
|
A: |
The following votes are required for each proposal at the extraordinary general meeting:
|
(i) |
Business Combination Proposal:
|
(ii) |
Domestication Proposal:
two-thirds
(2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.
|
(iii) |
Charter Proposal
two-thirds
(2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.
|
(iv) |
Governing Documents Proposals:
non-binding
advisory basis, an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.
|
(v) |
Director Election Proposal
|
(vi) |
NYSE Proposal:
|
(vii) |
Equity Incentive Plan Proposal
|
(viii) |
Adjournment Proposal:
|
Q:
|
What are the recommendations of the TPG Pace Board?
|
A: |
The TPG Pace Board believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of TPG Pace and its shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” the Charter Proposal, “FOR” each of the separate Governing Documents Proposals, “FOR” the Director Election Proposal, “FOR” the NYSE Proposal, “FOR” the Equity Incentive Plan Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting.
|
Q:
|
How do Sponsor and the other TPG Pace Initial Shareholders intend to vote their shares?
|
A: |
Unlike some other blank check companies in which the TPG Pace Initial Shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, the TPG Pace Initial Shareholders have agreed to vote all their shares in favor of all the proposals being presented at the extraordinary general meeting. As of the date of this proxy statement/prospectus, the TPG Pace Initial Shareholders own approximately 20% of the issued and outstanding TPG Pace ordinary shares.
|
Q:
|
What interests do the TPG Pace Initial Shareholders and TPG Pace’s other current officers and directors have in the Business Combination?
|
A: |
The TPG Pace Initial Shareholders, certain members of the TPG Pace Board and certain TPG Pace officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests. You should take these interests into account in deciding whether to approve the Business Combination. These interests include:
|
• |
the fact that the TPG Pace Initial Shareholders and TPG Pace directors and officers have agreed not to redeem any TPG Pace ordinary shares held by them in connection with a shareholder vote to approve a proposed initial business combination;
|
• |
the fact that our Sponsor paid an aggregate of $25,000 for the Founder Shares, and upon the completion of the Business Combination, the Founder Shares will convert into Class A Common Stock at a conversion rate that entitles the holders of such Founder Shares to continue to own, in the aggregate, 20% of the Class A Common Stock after giving effect to the issuance of any Class A Common Stock in connection with the Business Combination (including pursuant to the Forward Purchase Agreements), subject to the waivers of certain conversion rights and forfeiture of certain Class A Shares pursuant to the Waiver Agreement. As a result, our Sponsor ultimately expects to receive 11,723,250 Class A Shares in connection with the conversion of the Founder Shares in connection with the Business Combination and such securities will have a significantly higher value at the time of the Business Combination which, if unrestricted and freely tradable, would be valued at approximately $ , resulting in a theoretical gain of $ , but, given the restrictions on such shares, TPG Pace believes such shares have less value. If the Business Combination is not consummated, our Sponsor will lose the theoretical gain of $ based on the Trust Account balance as of , 2021;
|
• |
the fact that the TPG Pace Initial Shareholders and TPG Pace directors and officers have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if TPG Pace fails to complete an initial business combination by October 9, 2022 resulting in a loss of approximately $11,000,000;
|
• |
the fact that our Sponsor paid an aggregate of $11,000,000 for its 7,333,333 private placement warrants to purchase Class A Shares and that such private placement warrants will expire worthless if a business combination is not consummated by October 9, 2022;
|
• |
the fact that up to an aggregate amount of $1,500,000 of any amounts outstanding under any working capital loans made by our Sponsor or any of its affiliates to TPG Pace may be converted into warrants to purchase Class A Shares at a price of $1.50 per warrant at the option of the lender;
|
• |
the fact that TPG Pace’s officers and directors, other than TPG Pace’s Independent Directors, collectively own, directly or indirectly, a material interest in our Sponsor;
|
• |
the fact that certain of TPG Pace’s officers and directors are expected to purchase an aggregate of 392,500 Class A Shares and 78,500 forward purchase warrants under the Forward Purchase Agreements for a purchase price equal to $3.925 million in the aggregate, one of whom TPG Pace has agreed to issue an additional 500 Class A Shares pursuant thereto;
|
• |
the anticipated designation of each of Greg Mrva, TPG Pace’s President, and Kathleen Philips, a director of TPG Pace, as a director of Nerdy Inc. following the Business Combination and the designation of Karl Peterson, TPG Pace’s Chairman, as a board observer;
|
• |
the continued indemnification of TPG Pace existing directors and officers under the Articles of Association and the continuation of TPG Pace’s directors’ and officers’ liability insurance after the Business Combination;
|
• |
the appointment of TPG Capital BD, an affiliate of our Sponsor and TPG Pace (and for which Julie Hong Clayton, one of TPG Pace’s existing directors, acts as a FINRA-registered representative), as a “Capital Markets Advisor” to TPG Pace in connection with the Business Combination, for which TPG Capital BD expects to receive $375,000 in fees (plus a portion of a $750,000 incentive fee allocable in TPG Pace’s discretion to one or more Capital Markets Advisors), and TPG Pace’s ability to allocate in its discretion 30% of deferred underwriting fees and placement agent fees (which discretionary fees total $6.375 million in the aggregate) for the Forward Purchase Agreement to any financial institution that is a member of FINRA, including TPG Capital BD. TPG Pace will not make that allocation until closing, and the fees described above in each case are subject to the completion of the Business Combination;
|
• |
the fact that our Sponsor and TPG Pace’s officers and directors will lose their entire investment of approximately $11,000,000 in TPG Pace and will not be reimbursed for any loans extended, fees due or out-of-pocket expenses (of which an approximately $2.0 million sponsor loan is awaiting reimbursement as of the date hereof) if an initial business combination is not consummated by October 9, 2022. As described above, following the business combination, our Sponsor ultimately expects to receive 11,723,250 Class A Shares in connection with the conversion of the Founder Shares in connection with the Business Combination and each of TPG Pace’s four independent directors held 40,000 Founder Shares. Additionally, our Sponsor purchased 7,333,333 Private Placement Warrants to purchase Class A Shares simultaneously with the consummation of the TPG Pace IPO for an aggregate purchase price of $11,000,000. The 11,723,250 Class A Shares expected to be owned by our Sponsor would have had an aggregate market value of $116,763,570 based upon the closing price of $9.96 per public share on the NYSE on August 10, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. The 7,333,333 private placement warrants held by our Sponsor would have had an aggregate market value of $12,466,666 based upon the closing price of $1.70 per public warrant on the NYSE on August 10, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus;
|
• |
the fact that if the Trust Account is liquidated, including in the event TPG Pace is unable to complete an initial business combination within the required time period, our Sponsor has agreed to indemnify TPG Pace to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which TPG Pace has entered into an acquisition agreement or claims of any third party for services rendered or products sold to TPG Pace, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;
|
• |
the fact that the Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate;
|
• |
the Sponsor and its affiliates can earn a positive rate of return on their investment, even if other TPG Pace shareholders experience a negative rate of return in the post-business combination company; and
|
• |
the terms and provisions of the Related Agreements as set forth in detail under “The Business Combination Agreement and Related Agreements.”
|
Q:
|
What happens if I sell my TPG Pace ordinary shares before the extraordinary general meeting?
|
A: |
The record date for the extraordinary general meeting is earlier than the date of the extraordinary general meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your public shares after the applicable record date, but before the extraordinary general meeting, unless you grant a proxy to the transferee, you will retain your right to vote at such general meeting.
|
Q:
|
May I change my vote after I have mailed my signed proxy card?
|
A: |
Yes. Shareholders may send a later-dated, signed proxy card to our secretary at our address set forth below so that it is received by our secretary prior to the vote at the extraordinary general meeting (which is scheduled to take place on , 2021) or attend the extraordinary general meeting in person and vote. Shareholders also may revoke their proxy by sending a notice of revocation to our secretary, which must be received by our secretary prior to the vote at the extraordinary general meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.
|
Q:
|
What happens if I fail to take any action with respect to the extraordinary general meeting?
|
A: |
If you fail to vote with respect to the extraordinary general meeting and the Business Combination is approved by shareholders and the Business Combination is consummated, you will become a stockholder and/or warrant holder of Nerdy Inc. If you fail to vote with respect to the extraordinary general meeting and the Business Combination is not approved, you will remain a shareholder and/or warrant holder of TPG Pace. However, if you fail to vote with respect to the extraordinary general meeting, you will nonetheless be able to elect to redeem your public shares in connection with the Business Combination.
|
Q:
|
What should I do if I receive more than one set of voting materials?
|
A: |
Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your ordinary shares.
|
Q:
|
Who will solicit and pay the cost of soliciting proxies for the extraordinary general meeting?
|
A: |
TPG Pace will pay the cost of soliciting proxies for the extraordinary general meeting. TPG Pace has engaged Morrow Sodali LLC (“Morrow”) to assist in the solicitation of proxies for the extraordinary general
|
meeting. TPG Pace has agreed to pay Morrow a fee of $32,500, plus disbursements, and will reimburse Morrow for its reasonable
out-of-pocket
|
Q:
|
Where can I find the voting results of the extraordinary general meeting?
|
A: |
The preliminary voting results will be announced at the extraordinary general meeting. TPG Pace will publish final voting results of the extraordinary general meeting in a Current Report on Form
8-K
within four business days after the extraordinary general meeting.
|
Q:
|
Who can help answer my questions?
|
A: |
If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:
|
• |
Academic Tutoring:
Academic Tutoring
Academic Tutoring
|
• |
Test Preparation:
Test Preparation
Test Preparation
|
• |
Professional Certifications, Training, & Skills:
Professional Certifications, Training, & Skills
|
• |
Other Education:
Other Education
non-academic
segments such as enrichment, visual arts, and technology. The size of this market in the US is estimated to be $5.8 billion in 2019 and is projected to grow to $6.9 billion by 2024, according to IBISWorld research from June 2020.
|
Sources of Funds
|
Uses of Funds
|
|||||||||
(in millions)
|
(in millions)
|
|||||||||
Cash in Trust Account
|
$ | 450 |
Cash to Nerdy Shareholders
|
$ | 388 | |||||
Forward Purchase Agreements
|
150 |
Repayment of Outstanding Debt
|
52 | |||||||
PIPE Financing
|
150 |
Cash to Balance Sheet
|
255 | |||||||
|
|
|||||||||
Transaction Fees & Expenses | 55 | |||||||||
|
|
|||||||||
Total Sources
|
$
|
750
|
|
Total Uses
|
$
|
750
|
|
|||
|
|
|
|
Sources of Funds
|
Uses of Funds
|
|||||||||
(in millions)
|
(in millions)
|
|||||||||
Cash in Trust Account
|
$ | 225 |
Cash to Nerdy Shareholders
|
$ | 275 | |||||
Forward Purchase Agreements
|
150 |
Repayment of Outstanding Debt
|
52 | |||||||
PIPE Financing
|
150 |
Cash to Balance Sheet
|
151 | |||||||
|
|
|||||||||
Transaction Fees & Expenses | 47 | |||||||||
|
|
|||||||||
Total Sources
|
$
|
525
|
|
Total Uses
|
$
|
525
|
|
|||
|
|
|
|
Sources of Funds
|
Uses of Funds
|
|||||||||
(in millions)
|
(in millions)
|
|||||||||
Cash in Trust Account
|
$ | — |
Cash to Nerdy Shareholders
|
$ | 50 | |||||
Forward Purchase Agreements
|
150 |
Repayment of Outstanding Debt
|
52 | |||||||
PIPE Financing
|
150 |
Cash to Balance Sheet
|
159 | |||||||
|
|
|||||||||
Transaction Fees & Expenses | 39 | |||||||||
|
|
|||||||||
Total Sources
|
$
|
300
|
|
Total Uses
|
$
|
300
|
|
|||
|
|
|
|
• |
Governing Documents Proposal A
|
||
|
|
|
|
(c) shares of Class B common stock, par value $0.0001 per share, of Nerdy Inc., in order to provide for our
“Up-C”
structure and (d) shares of preferred stock, par value $0.0001 per share.
|
• |
Governing Documents Proposal B
|
• |
Governing Documents Proposal C
|
• |
Governing Documents Proposal D
|
• |
Governing Documents Proposal E
|
• |
Governing Documents Proposal F
|
• |
The Proposed Governing Documents differ in certain material respects from the Existing Governing Documents, and we encourage shareholders to carefully consult the information set out in the section entitled “
Governing Documents Proposals
|
• |
Market Opportunity and Nerdy’s Scale and Market Share
|
||
|
|
|
|
• |
Nerdy’s Asset-Light Business Model
one-on-one
|
• |
Nerdy’s Financial Performance and Growth Rate.
COVID-19
pandemic. The TPG Pace Board noted the acceleration in user growth and in user engagement in the business as well as the acceleration in online revenue. The TPG Pace Board also noted the improved gross margins attributable to the shift in business online and to the introduction of the small group class learning format. Lastly the TPG Pace Board noted the recent improvements in unit economics driven by increase customer retention and the improvement in gross margins.
|
• |
Nerdy’s Proprietary Technology Platform.
|
• |
Nerdy’s
direct-to-consumer
go-to-market
direct-to-consumer
go-to-market
|
• |
Amount and type of consideration to be paid to Existing Nerdy Holders
|
• |
Role of Independent Directors and Continued Ownership by Existing Nerdy Holders.
|
• |
Public Reception.
|
• |
Terms of the Business Combination Agreement.
arm’s-length negotiations
among the parties.
|
• |
Independent Director Role.
|
• |
Benefits Over a Traditional Initial Public Offering.
Risk Factors—Risks Related to the Business Combination and TPG Pace—We cannot assure you that our diligence review has identified all material risks associated with the Business Combination, and you may be less protected as an investor from any material issues with respect to Nerdy’s business, including any material omissions or misstatements contained in the registration statement or proxy statement/prospectus relating to the Business Combination than an investor in an initial public offering.
|
• |
Benefits of a Relationship with TPG.
|
• |
Terms of the Business Combination Agreement.
|
• |
Size of the Post-Combination Company.
|
• |
Access to Capital and Liquidity.
|
• |
Benefits of Becoming a Public Company.
|
• |
Transaction Support Agreements.
attorney-in-fact
|
• |
Registration Rights Agreement.
|
• |
Class I: Charles Cohn (a Cohn Director Designee), who will also serve as Nerdy Inc.’s Chief Executive Officer, and Greg Mrva (TPG Pace’s President and the Sponsor Director Designee)
|
• |
Class II: Rob Hutter (Learn Director Designee) and Christopher (Woody) Marshall (TCV Director Designee)
|
• |
Class III: Catherine Beaudoin (a Cohn Director Designee), Erik Blachford (a Cohn Director Designee), and Kathleen Philips (the Mutual Director)
|
Holders
|
No
Redemption |
% of Total |
Illustrative
Redemption |
% of Total |
Maximum
Redemption |
% of Total | ||||||||||||||||||
TPG Pace Public Shareholders
|
45,000,000 | 25.3 | 22,500,000 | 13.5 | — | — | ||||||||||||||||||
Sponsor and Affiliates (1)
|
14,552,200 | 8.2 | 14,552,200 | 8.7 | 14,552,200 | 8.7 | ||||||||||||||||||
Nerdy Equity Holders (2)
|
90,184,678 | 50.6 | 101,500,000 | 60.8 | 124,000,000 | 74.3 | ||||||||||||||||||
Forward Purchasers (excluding Affiliates) (3)
|
13,447,800 | 7.5 | 13,447,800 | 8.0 | 13,447,800 | 8.0 | ||||||||||||||||||
PIPE Investors
|
15,000,000 | 8.4 | 15,000,000 | 9.0 | 15,000,000 | 9.0 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total
|
178,184,678 | 100.0 | 167,000,000 | 100.0 | 167,000,000 | 100.0 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Nerdy Inc. Class A Common Stock owned upon conversion of Nerdy Inc. Founder Shares and, in the case of our Sponsor, (i) taking into account the 3,750,000 shares issued to the Sponsor pursuant to the conversion adjustment in connection with the issuance of shares pursuant to the Forward Purchase Agreements and the waiver of the conversion adjustment pursuant to the Waiver Agreement in connection with the consummation of issuances pursuant to the Forward Purchase Agreements of any shares in excess of an aggregate 15,000,000 shares of Class A Common Stock and the transactions contemplated by the PIPE Financing, (ii) taking into account the Share Forfeitures and (iii) including 4,000,000 shares subject to forfeiture if certain stock price thresholds are not achieved. Amounts also include 2,668,950 shares of Class A Common Stock to be issued to officers and directors of TPG Pace and other affiliates of TPG Pace pursuant to the Forward Purchase Agreements.
|
(2) |
Represents shares of Class A Common Stock and Class B Common Stock (and accompanying OpCo Units) issued to holders of Nerdy common units in the Business Combination, including (i) 4,000,000 shares issued as Nerdy Earnout Consideration subject to forfeiture if certain stock price thresholds are not achieved and (ii) shares of Common Stock of Nerdy Inc. underlying vested and unvested stock appreciation rights and profit interest units that will be held by the former Nerdy unit appreciation rights and profit interest units holders immediately following the Closing, which is expected to be 18,075,207 shares, consisting of 5,976,406 shares of Class A Common Stock for the stock appreciation rights of Nerdy Inc. and 12,098,801 shares of Class B Common Stock for the profit interest units of Nerdy Inc.
|
(3) |
Excludes 2,668,950 shares of Class A Common Stock to be issued to officers and directors of TPG Pace and other affiliates of TPG Pace pursuant to the Forward Purchase Agreements.
|
|
|
Holders
|
No
Redemption |
% of Total |
Illustrative
Redemption |
% of Total |
Maximum
Redemption |
% of Total | ||||||||||||||||||
TPG Pace Public Shareholders
|
54,000,000 | 27.3 | 31,500,000 | 16.9 | 9,000,000 | 4.8 | ||||||||||||||||||
Sponsor and Affiliates (1)
|
19,961,489 | 10.1 | 19,961,489 | 10.7 | 19,961,489 | 10.7 | ||||||||||||||||||
Nerdy Equity Holders (2)
|
92,629,122 | 46.9 | 103,944,444 | 55.8 | 126,444,444 | 67.9 | ||||||||||||||||||
Forward Purchasers (excluding Affiliates) (3)
|
15,927,400 | 8.1 | 15,927,400 | 8.5 | 15,927,400 | 8.5 | ||||||||||||||||||
PIPE Investors
|
15,000,000 | 7.6 | 15,000,000 | 8.1 | 15,000,000 | 8.1 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total
|
197,518,011 | 100.0 | 186,333,333 | 100.0 | 186,333,333 | 100.0 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Nerdy Inc. Class A Common Stock owned upon conversion of Nerdy Inc. Founder Shares and, in the case of our Sponsor, (i) taking into account the 3,750,000 shares issued to the Sponsor pursuant to the conversion adjustment in connection with the issuance of shares pursuant to the Forward Purchase Agreements and the waiver of the conversion adjustment pursuant to the Waiver Agreement in connection with the consummation of issuances pursuant to the Forward Purchase Agreements of any shares in excess of an aggregate 15,000,000 shares of Class A Common Stock and the transactions contemplated by the PIPE Financing, (ii) taking into account the Share Forfeitures, (iii) including 4,000,000 shares subject to forfeiture if certain stock price thresholds are not achieved, and (iv) including 4,888,889 private placement warrants held by Sponsor and the TPG Independent Directors after taking into account the forfeiture of 2,444,444 private placement warrants pursuant to the Waiver Agreement. Amounts also include 2,668,950 shares of Class A Common Stock and 520,400 warrants to be issued to officers and directors of TPG Pace and other affiliates of TPG Pace pursuant to the Forward Purchase Agreements.
|
(2) |
Represents shares of Class A Common Stock and Class B Common Stock (and accompanying OpCo Units) issued to holders of Nerdy common units in the Business Combination, including (i) 4,000,000 shares issued as Nerdy Earnout Consideration subject to forfeiture if certain stock price thresholds are not achieved, (ii) shares of Common Stock of Nerdy Inc. underlying vested and unvested stock appreciation rights and profit interest units that will be held by the former Nerdy unit appreciation rights and profit interest units holders immediately following the Closing, which is expected to be 18,075,207 shares, consisting of 5,976,406 shares of Class A Common Stock for the stock appreciation rights of Nerdy Inc. and 12,098,801 shares of Class B Common Stock for the profit interest units of Nerdy Inc., and (iii) taking into account 2,444,444 private placement warrants issued in connection with the forfeitures of private placement warrants by Sponsor and the TPG Independent Directors discussed in the foregoing.
|
(3) |
Excludes 2,668,950 shares of Class A Common Stock and 520,400 warrants to be issued to officers and directors of TPG Pace and other affiliates of TPG Pace pursuant to the Forward Purchase Agreements.
|
(i) |
Business Combination Proposal
|
(ii) |
Domestication Proposal
two-thirds
(2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.
|
(iii) |
Charter Proposal
two-thirds
(2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.
|
|
|
|
|
(iv) |
Governing Documents Proposals
non-binding
advisory basis, an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.
|
(v) |
Director Election Proposal
|
(vi) |
NYSE Proposal
|
(vii) |
Equity Incentive Plan Proposal
|
(viii) |
Adjournment Proposal
|
• |
the fact that the TPG Pace Initial Shareholders and TPG Pace directors and officers have agreed not to redeem any TPG Pace ordinary shares held by them in connection with a shareholder vote to approve a proposed initial business combination;
|
• |
the fact that our Sponsor paid an aggregate of $25,000 for the Founder Shares, and upon the completion of the Business Combination, the Founder Shares will convert into Class A Common Stock at a conversion rate that entitles the holders of such Founder Shares to continue to own, in the aggregate, 20% of the Class A Common Stock after giving effect to the issuance of any Class A Common Stock in connection with the Business Combination (including pursuant to the Forward Purchase Agreements), subject to the waivers of certain conversion rights and forfeiture of certain Class A Shares pursuant to the Waiver Agreement. As a result, our Sponsor ultimately expects to receive 11,723,250 Class A Shares in connection with the conversion of the Founder Shares in connection with the Business Combination and such securities will have a significantly higher value at the time of the Business Combination which, if unrestricted and freely tradable, would be valued at approximately $ , resulting in a theoretical gain of $ , but, given the restrictions on such shares, TPG Pace believes such shares have less value. If the Business Combination is not consummated, our Sponsor will lose the theoretical gain of $ based on the Trust Account balance as of , 2021;
|
||
|
|
|
|
• |
the fact that the TPG Pace Initial Shareholders and TPG Pace directors and officers have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if TPG Pace fails to complete an initial business combination by October 9, 2022 resulting in a loss of approximately $11,000,000;
|
• |
the fact that our Sponsor paid an aggregate of $11,000,000 for its 7,333,333 private placement warrants to purchase Class A Shares and that such private placement warrants will expire worthless if a business combination is not consummated by October 9, 2022;
|
• |
the fact that up to an aggregate amount of $1,500,000 of any amounts outstanding under any working capital loans made by our Sponsor or any of its affiliates to TPG Pace may be converted into warrants to purchase Class A Shares at a price of $1.50 per warrant at the option of the lender;
|
• |
the fact that TPG Pace’s officers and directors, other than TPG Pace’s Independent Directors, collectively own, directly or indirectly, a material interest in our Sponsor;
|
• |
the fact that certain of TPG Pace’s officers and directors are expected to purchase an aggregate of 392,500 Class A Shares and 78,500 forward purchase warrants under the Forward Purchase Agreements for a purchase price equal to $3.925 million in the aggregate, one of whom TPG Pace has agreed to issue an additional 500 Class A Shares pursuant thereto;
|
• |
the anticipated designation of each of Greg Mrva, TPG Pace’s President, and Kathleen Philips, a director of TPG Pace, as a director of Nerdy Inc. following the Business Combination and the designation of Karl Peterson, TPG Pace’s Chairman, as a board observer;
|
• |
the continued indemnification of TPG Pace existing directors and officers under the Articles of Association and the continuation of TPG Pace’s directors’ and officers’ liability insurance after the Business Combination;
|
• |
the appointment of TPG Capital BD, an affiliate of our Sponsor and TPG Pace (and for which Julie Hong Clayton, one of TPG Pace’s existing directors, acts as a FINRA-registered representative), as a “Capital Markets Advisor” to TPG Pace in connection with the Business Combination, for which TPG Capital BD expects to receive $375,000 in fees (plus a portion of a $750,000 incentive fee allocable in TPG Pace’s discretion to one or more Capital Markets Advisors), and TPG Pace’s ability to allocate in its discretion 30% of deferred underwriting fees and placement agent fees (which discretionary fees total $6.375 million in the aggregate) for the Forward Purchase Agreement to any financial institution that is a member of FINRA, including TPG Capital BD. TPG Pace will not make that allocation until closing, and the fees described above in each case are subject to the completion of the Business Combination;
|
• |
the fact that our Sponsor and TPG Pace’s officers and directors will lose their entire investment of approximately $11,000,000 in TPG Pace and will not be reimbursed for any loans extended, fees due or out-of-pocket expenses (of which an approximately $2.0 million sponsor loan is awaiting reimbursement as of the date hereof) if an initial business combination is not consummated by October 9, 2022. As described above, following the business combination, our Sponsor ultimately expects to receive 11,723,250 Class A Shares in connection with the conversion of the Founder Shares in connection with the Business Combination and each of TPG Pace’s four independent directors held 40,000 Founder Shares. Additionally, our Sponsor purchased 7,333,333 Private Placement Warrants to purchase Class A Shares simultaneously with the consummation of the TPG Pace IPO for an aggregate purchase price of $11,000,000. The 11,723,250 Class A Shares expected to be owned by our Sponsor would have had an aggregate market value of $116,763,570 based upon the closing price of $9.96 per public share on the NYSE on August 10, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. The 7,333,333 private placement warrants held by our Sponsor would have had an aggregate market value of $12,466,666 based upon the closing price of $1.70 per public warrant on the NYSE on August 10, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus;
|
• |
the fact that if the Trust Account is liquidated, including in the event TPG Pace is unable to complete an initial business combination within the required time period, our Sponsor has agreed to indemnify TPG Pace to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which TPG Pace has entered into an acquisition agreement or claims of any third party for services rendered or products sold to TPG Pace, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;
|
• |
the fact that the Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate;
|
• |
the Sponsor and its affiliates can earn a positive rate of return on their investment, even if other TPG Pace shareholders experience a negative rate of return in the post-business combination company; and
|
• |
the terms and provisions of the Related Agreements as set forth in detail under “The Business Combination Agreement and Related Agreements.”
|
• |
Nerdy has a limited operating history, which makes it difficult to predict future financial and operating results, and Nerdy may not achieve expected financial and operating results in the future.
|
• |
Nerdy has incurred significant net losses since its formation, and its operating expenses are expected to increase significantly in the foreseeable future, which may make it more difficult to achieve and maintain profitability.
|
• |
COVID-19
may materially and adversely affect Nerdy’s business and its financial results.
|
• |
Nerdy contracts with some individuals and entities classified as independent contractors, not employees, and is subject to the federal laws and regulations, including but not limited to Internal Revenue Service regulations, and applicable state laws and regulations.
|
• |
Nerdy’s business depends heavily on the adoption by new and existing customers of
one-on-one
|
• |
Nerdy did not design or maintain an effective control environment that meets its accounting and reporting requirements.
|
• |
Nerdy faces various litigation risks which may be heightened by the fact that many users on its platform are minor children.
|
• |
Attracting new Learners and Experts for existing offerings and the launch of new offerings is complex and time-consuming.
|
• |
Nerdy faces competition from established as well as other emerging companies, which could result in pricing pressure or otherwise significantly reduce its revenue.
|
• |
Nerdy could lose Learners, Experts, and employees, suffer economic and reputational harm, and/or be exposed to protracted and costly litigation if its security measures are breached or fail and result in unauthorized disclosure of data.
|
• |
Nerdy relies on third party vendors, tools, and platforms including for services including and not limited to hosting, discovery, advertising, delivering content, and more.
|
• |
Errors, defects, or disruptions in Nerdy’s platform could diminish its brand, subject it to liability, and materially and adversely affect its business, prospects, financial condition, and results of operations.
|
• |
Computer malware, viruses, hacking, phishing attacks, and spamming could harm Nerdy’s business and results of operations.
|
• |
Nerdy’s future products may not gain market acceptance.
|
• |
The seasonality of Nerdy’s business.
|
• |
Any changes in laws or regulations relating to consumer data privacy or data protection or other laws applicable to Nerdy, or any actual or perceived failure by Nerdy to comply with such laws and regulations or its privacy policies.
|
• |
Nerdy operates in an industry with extensive intellectual property litigation, and has been, and may be in the future, subject to claims related to a violation of third party’s intellectual property rights. Such claims against Nerdy or its important vendors and suppliers, even where meritless, can be costly to defend and may hurt Nerdy’s business, results of operations, and financial condition.
|
• |
Failure to adequately protect Nerdy’s intellectual property and other proprietary rights could adversely affect its business, results of operations, and financial conditions.
|
• |
Nerdy is expected to be an “emerging growth company” and as a result of the reduced disclosure and governance requirements applicable to emerging growth companies, Nerdy Inc.’s Class A Common Stock may be less attractive to investors.
|
• |
Our Sponsor and our directors and officers have entered into letter agreements with us to vote in favor of the Business Combination, regardless of how our public shareholders vote.
|
• |
Neither the TPG Pace Board nor any committee thereof obtained a third-party valuation in determining whether or not to pursue the Business Combination.
|
• |
The Business Combination may be materially adversely affected by world health events, including the
COVID-19
pandemic.
|
• |
The TPG Pace Initial Shareholders, certain other members of the TPG Pace Board and TPG Pace’s officers have interests in the Business Combination that are different from or are in addition to other TPG Pace shareholders in recommending that TPG Pace shareholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this proxy statement/prospectus.
|
• |
The TPG Pace Initial Shareholders, including our Sponsor and TPG Pace’s independent directors, hold a significant number of TPG Pace Ordinary shares. They will lose their entire investment in TPG Pace if a business combination is not completed.
|
• |
The exercise of TPG Pace’s directors’ and executive officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in TPG Pace’s shareholders’ best interest.
|
• |
Charles Cohn, Nerdy Inc.’s Chief Executive Officer, will beneficially own a significant portion of Nerdy Inc.’s Common Stock and have significant influence over us after completion of the Business Combination.
|
• |
Subsequent to consummation of the Business Combination, we may be required to subsequently take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the share price of our securities, which could cause you to lose some or all of your investment.
|
• |
Our ability to successfully effect the Business Combination and to be successful thereafter will be dependent upon the efforts of key personnel of Nerdy Inc., almost all of whom we expect to be from TPG Pace and Nerdy, and some of whom may join Nerdy Inc. following the Business Combination. The loss of key personnel or the hiring of ineffective personnel after the Business Combination could negatively impact the operations and profitability of Nerdy Inc.
|
• |
U.S. Holders may recognize gain for U.S. federal income tax purposes as a result of the Domestication.
|
• |
Delaware law and Nerdy Inc.’s Proposed Governing Documents contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.
|
• |
TPG Pace does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for TPG Pace to complete a business combination with which a substantial majority of its shareholders do not agree.
|
• |
If you or a “group” of shareholders of which you are a part are deemed to hold an aggregate of more than 15% of the Class A Shares issued in the TPG Pace IPO, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such shares in excess of 15% of the Class A Shares issued in the TPG Pace IPO.
|
For the Six
Months Ended June 30, 2021 (Unaudited) |
For the Six
Months Ended June 30, 2020 (Unaudited) |
For the Year Ended
December 31, 2020 (As Restated) |
For the Period from
July 11, 2019 (inception) to December 31, 2019 |
|||||||||||||
(dollars in
thousands, besides per share information) |
(dollars in
thousands,
besides per share information) |
(dollars in thousands, besides per share
information) |
||||||||||||||
Revenue
|
$ | — | $ | — | $ | — | $ | — | ||||||||
Professional fees and other expenses
|
5,631.9 | 868 | 1,396.0 | 8.6 | ||||||||||||
Change in fair value of derivatives
|
(24,763.3 | ) | — | 31,926.7 | — | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income (Loss) from operations
|
|
19,131.4
|
|
(868 | ) | (33,322.7 | ) | (8.6 | ) | |||||||
Interest income
|
13.6 | — | 5.9 | 0.1 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income (loss) attributable to ordinary shares
|
$ | 19,145.0 | $ | (868 | ) | $ | (33,316.8 | ) | $ | (8.5 | ) | |||||
|
|
|
|
|
|
|
|
|||||||||
Net income (loss) per ordinary share:
|
||||||||||||||||
Class A ordinary shares - basic and diluted
|
0.34 | — | (2.58 | ) | (0.00 | ) | ||||||||||
Class F ordinary shares - basic and diluted
|
0.34 | (0.00 | ) | (0.37 | ) | (0.00 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Weighted average ordinary shares outstanding:
|
||||||||||||||||
Class A ordinary shares - basic and diluted
|
45,000.0 | — | 10,327.9 | — | ||||||||||||
Class F ordinary shares - basic and diluted
|
11,250.0 | 20,000.0 | 18,050.4 | 16,321.8 | ||||||||||||
|
|
|
|
|
|
|
|
(dollars in thousands)
|
As of
June 30, 2021 (Unaudited) |
As of
December 31, 2020
(As Restated)
|
As of
December 31, 2019
|
|||||||||
Assets
|
||||||||||||
Current assets:
|
||||||||||||
Cash
|
$ | 1,121.9 | $ | 534.1 | $ | 25.1 | ||||||
Prepaid Expenses
|
241.5 | 277.9 | — | |||||||||
|
|
|
|
|
|
|||||||
Total current assets
|
1,363.4 | 812.0 | 25.1 | |||||||||
|
|
|
|
|
|
|||||||
Investments held in Trust Account
|
450,019.5 | 450,005.9 | ||||||||||
|
|
|
|
|
|
|||||||
Total assets
|
$ | 451,382.9 | $ | 450,817.9 | $ | 25.1 | ||||||
|
|
|
|
|
|
|||||||
Liabilities and Shareholders’ equity
|
||||||||||||
Current liabilities:
|
||||||||||||
Accrued professional fees and other expenses
|
$ | 4,717.2 | $ | 533.9 | $ | 8.6 | ||||||
Note payable to Sponsor
|
2,000.0 | — | — | |||||||||
Derivative liabilities
|
34,773.3 | 59,536.7 | — | |||||||||
Deferred underwriting compensation
|
15,750.0 | 15,750.0 | ||||||||||
|
|
|
|
|
|
|||||||
Total liabilities
|
$ | 57,240.5 | $ | 75,820.6 | $ | 8.6 | ||||||
Commitments and contingencies
|
||||||||||||
Class A ordinary shares subject to possible redemption; 45,000,000, 45,000,000 and 0 shares at June 30, 2021, December 31, 2020 and 2019, respectively, at a redemption value of $10.00 per share
|
450,019.5 | 450,005.9 | — | |||||||||
Shareholders’ (deficit) equity:
|
||||||||||||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding
|
— | — | — | |||||||||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 0 shares issued and outstanding (excluding 45,000,000 shares subject to possible redemption) at June 30, 2021 and December 31, 2020, 0 shares issued and outstanding at December 31, 2019
|
— |
|
—
|
|
— | |||||||
Class F ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 11,250,000, 11,250,000 and 20,000,000 shares issued and outstanding at June 30, 2021, December 31, 2020 and 2019, respectively
|
1.1 | 1.1 | 2.0 | |||||||||
Additional
paid-in
capital
|
— | — | 23.0 | |||||||||
Accumulated deficit
|
(55,878.3 | ) | (75,009.7 | ) | (8.5 | ) | ||||||
|
|
|
|
|
|
|||||||
Total Shareholders’ (deficit) equity
|
(55,877.2 | ) | (75,008.6 | ) | 16.5 | |||||||
|
|
|
|
|
|
|||||||
Total liabilities and Shareholders’ (deficit) equity
|
$ | 451,382.9 | $ | 450,817.9 | $ | 25.1 | ||||||
|
|
|
|
|
|
Three Months Ended
June 30, |
Six Months Ended
June 30, |
Year Ended
December 31,
|
||||||||||||||||||||||||||
2021
|
2020
|
2021
|
2020
|
2020
|
2019
|
2018
|
||||||||||||||||||||||
(in thousands)
|
(in thousands)
|
(in thousands)
|
||||||||||||||||||||||||||
Consolidated Statements of Operations Data:
|
||||||||||||||||||||||||||||
Revenue
|
$ | 32,786 | $ | 21,570 | $ | 67,351 | $ | 44,565 | $ | 103,968 | $ | 90,452 | $ | 72,038 | ||||||||||||||
Cost of revenue
|
11,513 | 7,523 | 22,705 | 15,982 | 34,834 | 30,830 | 26,501 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Gross profit
|
21,273 | 14,047 | 44,646 | 28,583 | 69,134 | 59,622 | 45,537 | |||||||||||||||||||||
Sales and marketing expenses
|
14,165 | 7,411 | 28,747 | 17,615 | 43,838 | 37,967 | 30,494 | |||||||||||||||||||||
General and administrative expenses
|
14,526 | 9,475 | 27,772 | 20,647 | 43,231 | 42,192 | 40,592 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Operating loss
|
(7,418 | ) | (2,839 | ) | (11,873 | ) | (9,679 | ) | (17,935 | ) | (20,537 | ) | (25,549 | ) | ||||||||||||||
Interest expense
|
1,258 | 1,248 | 2,502 | 2,372 | 4,904 | 2,101 | 157 | |||||||||||||||||||||
Other expense (income), net
|
55 | 14 | 82 | 48 | 1,824 | (199 | ) | (329 | ) | |||||||||||||||||||
Gain on extinguishment of debt
|
(8,395 | ) | — | (8,395 | ) | — | — | — | — | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net loss
|
$ | (336 | ) | $ | (4,101 | ) | $ | (6,062 | ) | $ | (12,099 | ) | $ | (24,663 | ) | $ | (22,439 | ) | $ | (25,377 | ) | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
June 30,
|
As of
December 31,
|
|||||||||||
2021
|
2020
|
2019
|
||||||||||
(in thousands)
|
(in thousands)
|
|||||||||||
Consolidated Balance Sheet Data:
|
||||||||||||
Cash and cash equivalents
|
$ | 14,718 | $ | 29,265 | $ | 25,044 | ||||||
Restricted cash
|
1,417 | 1,417 | 2,852 | |||||||||
Total assets
|
45,464 | 57,274 | 58,791 | |||||||||
Long-term obligations
|
41,072 | 42,598 | 34,629 | |||||||||
Total liabilities
|
70,137 | 76,939 | 55,643 | |||||||||
Redeemable preferred units
|
378,796 | 378,796 | 159,539 | |||||||||
Additional
paid-in
capital
|
7,837 | 6,833 | 5,103 | |||||||||
Accumulated deficit
|
(418,445 | ) | (412,383 | ) | (168,463 | ) | ||||||
Members’ equity
|
(403,469 | ) | (398,461 | ) | (156,391 | ) | ||||||
Total liabilities, redeemable preferred units and members’ equity
|
$ | 45,464 | $ | 57,274 | $ | 58,791 |
Six Months Ended June 30,
|
Year Ended December 31,
|
|||||||||||||||||||
2021
|
2020
|
2020
|
2019
|
2018
|
||||||||||||||||
(in thousands)
|
(in thousands)
|
|||||||||||||||||||
Consolidated Statements of Cash Flows Data:
|
||||||||||||||||||||
Net cash used in operating activities
|
$ | (10,837 | ) | $ | (7,242 | ) | $ | (6,654 | ) | $ | (16,318 | ) | $ | (14,668 | ) | |||||
Net cash used in investing activities
|
$ | (2,115 | ) | $ | (1,319 | ) | $ | (2,874 | ) | $ | (6,356 | ) | $ | (15,842 | ) | |||||
Net cash (used in) provided by financing activities
|
$ | (1,606 | ) | $ | 12,293 | $ | 12,293 | $ | 24,387 | $ | 11,033 |
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
Year Ended
December 31,
|
||||||||||||||||||||||||||
2021
|
2020
|
2021
|
2020
|
2020
|
2019
|
2018
|
||||||||||||||||||||||
Active Learners
|
54,206 | 30,142 | 72,856 | 43,709 | 86,614 | 63,060 | 47,137 |
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
Year Ended
December 31,
|
||||||||||||||||||||||||||
2021
|
2020
|
2021
|
2020
|
2020
|
2019
|
2018
|
||||||||||||||||||||||
Revenue per Active Learner
|
$ | 605 | $ | 687 | $ | 924 | $ | 870 | $ | 1,125 | $ | 1,021 | $ | 888 |
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
Year Ended
December 31,
|
||||||||||||||||||||||||||
2021
|
2020
|
2021
|
2020
|
2020
|
2019
|
2018
|
||||||||||||||||||||||
Paid Sessions
|
468 | 224 | 945 | 391 | 1,113 | 549 | 381 |
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
Year Ended
December 31,
|
||||||||||||||||||||||||||
2021
|
2020
|
2021
|
2020
|
2020
|
2019
|
2018
|
||||||||||||||||||||||
Sessions Taught per Active Expert
|
41 | 31 | 69 | 44 | 67 | 54 | 45 |
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
Year Ended
December 31,
|
||||||||||||||||||||||||||
2021
|
2020
|
2021
|
2020
|
2020
|
2019
|
2018
|
||||||||||||||||||||||
One-on-One
|
1.32 | 1.39 | 1.31 | 1.42 | 1.39 | 1.49 | 1.52 |
Three Months Ended
June 30, |
Six Months Ended
June 30, |
Year Ended
December 31,
|
||||||||||||||||||||||||||
2021
|
2020
|
2021
|
2020
|
2020
|
2019
|
2018
|
||||||||||||||||||||||
(in thousands)
|
(in thousands)
|
(in thousands)
|
||||||||||||||||||||||||||
Net loss
|
$ | (336 | ) | $ | (4,101 | ) | $ | (6,062 | ) | $ | (12,099 | ) | $ | (24,663 | ) | $ | (22,439 | ) | $ | (25,377 | ) | |||||||
Interest expense (income), net
|
1,254 | 1,239 | 2,491 | 2,311 | 4,827 | 1,815 | (214 | ) | ||||||||||||||||||||
Income taxes
|
60 | 18 | 124 | 87 | 139 | 106 | 122 | |||||||||||||||||||||
Depreciation and amortization
|
1,581 | 1,507 | 3,165 | 2,989 | 6,043 | 5,009 | 2,534 | |||||||||||||||||||||
Gain on extinguishment of debt
(1)
|
(8,395 | ) | — | (8,395 | ) | — | — | — | — | |||||||||||||||||||
Stock-based compensation
|
502 | 394 | 1,005 | 790 | 1,730 | 1,747 | 1,821 | |||||||||||||||||||||
Transaction related costs
(2)
|
339 | — | 2,386 | — | 1,288 | — | — | |||||||||||||||||||||
Loss on sublease
(3)
|
— | — | — | — | 1,772 | — | — | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Adjusted EBITDA loss
(4)
|
$ | (4,995 | ) | $ | (943 | ) | $ | (5,286 | ) | $ | (5,922 | ) | $ | (8,864 | ) | $ | (13,762 | ) | $ | (21,114 | ) |
(1) |
Represents the forgiveness of the Company’s promissory note of $8.3 million and accrued interest of $0.1 million.
|
(2) |
Represents accounting and legal fees incurred related to the Company’s process of becoming a publicly listed company.
|
(3) |
Represents the loss related to the Tempe, AZ, sublease agreements the Company entered into during fiscal 2020.
|
(4) |
Adjusted EBITDA (Loss) is a supplemental measure of our performance that is not required by, or presented in accordance with, GAAP. Adjusted EBITDA (Loss) should not be considered as an alternative to net loss as a measure of financial performance.
|
Pro Forma Combined
(Assuming No Redemption Scenario) |
Pro Forma Combined
(Assuming Illustrative Redemption Scenario) |
Pro Forma
(Assuming Maximum Redemption Scenario) |
||||||||||
(in thousands, except per unit and per share data)
|
||||||||||||
Selected Unaudited Pro Forma Condensed Combined Statement of Operations Data:
|
||||||||||||
Six Months Ended June 30, 2021:
|
||||||||||||
Revenue
|
$ | 67,351 | $ | 67,351 | $ | — | ||||||
Net Loss attributable to Nerdy, Inc.
|
$ | (8,597 | ) | $ | (7,236 | ) | $ | — | ||||
Net (loss) income per share - Class A - basic and diluted
|
$ | (0.08 | ) | $ | (0.09 | ) | $ | (0.01 | ) | |||
Weighted-average Class A shares outstanding - basic and diluted
|
101,526,296 | 79,890,072 | 59,102,747 | |||||||||
Selected Unaudited Pro Forma Condensed Combined Balance Sheet Data as of June 30, 2021:
|
||||||||||||
Total assets
|
$ | 314,476 | $ | 210,484 | $ | 283,278 | ||||||
Total liabilities
|
123,700 | 123,700 | 63,844 | |||||||||
Total stockholders’ equity
|
$ | 190,776 | $ | 86,784 | $ | 219,434 | ||||||
Selected Unaudited Pro Forma Condensed Combined Statement of Operations Data:
|
||||||||||||
Year Ended December 31, 2020:
|
||||||||||||
Revenue
|
$ | 103,968 | $ | 103,968 | $ | — | ||||||
Net Loss attributable to Nerdy, Inc.
|
$ | (45,104 | ) | $ | (37,986 | ) | $ | (146,925 | ) | |||
Net (loss) income per share - Class A - basic and diluted
|
$ | (0.44 | ) | $ | (0.48 | ) | $ | (2.49 | ) | |||
Weighted-average Class A shares outstanding - basic and diluted
|
101,526,296 | 79,890,072 | 59,102,747 |
• |
historical per share information of TPG Pace for the six months ended June 30, 2021 and the year ended December 31, 2020;
|
• |
historical per share information of Nerdy for the six months ended June 30, 2021 and the year ended December 31, 2020; and
|
• |
unaudited pro forma per share information of the combined company for the six months ended June 30, 2021 and the year ended December 31, 2020 after giving effect to the Business Combination, the PIPE Financing and the forward purchases, assuming three redemption scenarios as follows:
|
• |
Assuming No Redemptions
|
• |
Assuming Illustrative Redemptions
|
• |
Assuming Maximum Redemptions
|
Historical
|
Pro forma
|
|||||||||||||||||||
TPG Pace Tech
Opportunities Corp. |
Nerdy
|
No
Redemption Scenario |
Illustrative
Redemption Scenario |
Maximum
Redemption Scenario |
||||||||||||||||
As of and for the Six Months Ended June 30, 2021:
|
||||||||||||||||||||
Book value per Class A share - basic and diluted(1)
|
$ | (1.24 | ) | $ | (4.72 | ) | $ | 1.88 | $ | 1.09 | $ | 3.71 | ||||||||
Net (loss) income per Class A share - basic and diluted(2)
|
$ | 0.34 | $ | (0.07 | ) | $ | (0.08 | ) | $ | (0.09 | ) | $ | (0.01 | ) | ||||||
Cash distributions per common share
|
|
N/A | N/A | N/A | N/A | N/A | ||||||||||||||
As of and for the Year Ended December 31, 2020:
|
||||||||||||||||||||
Book value per Class A share - basic and diluted(1)
|
$ | (1.67 | ) | $ | (4.66 | ) | N/A | N/A | N/A | |||||||||||
Net (loss) income per Class A share - and diluted(2)
|
$ | (2.58 | ) | $ | (2.86 | ) | $ | (0.44 | ) | $ | (0.48 | ) | $ | (2.49 | ) | |||||
Cash distributions per common share
|
N/A | N/A | N/A | N/A | N/A |
(1) |
Book value per share is calculated as total equity divided by:
|
• |
Class A ordinary shares outstanding at June 30, 2021 and December 31, 2020 for TPG Pace;
|
• |
Units outstanding at June 30, 2021 and December 31, 2020 for Nerdy;
|
• |
Common shares outstanding at June 30, 2021 and December 31, 2020 for the pro forma information.
|
(2) |
Net loss per common share and cash distributions per common share are based on:
|
• |
Weighted average number of Class A ordinary shares outstanding for the six months ended June 30, 2021 and for the year ended December 31, 2020 for TPG Pace; and
|
• |
Weighted average number of units outstanding for the six months ended June 30, 2021 and for the year ended December 31, 2020 for Nerdy.
|
• |
execute on our relatively new, evolving, and unproven business model, including our shift in 2020 to operate 100% online;
|
• |
build new products and services, both internally or through third parties;
|
• |
acquire complementary products and services to expand our offerings and enhance our platform;
|
• |
attract and retain students, users, parents, guardians, and purchasers (“Learners”) and tutors, instructors, subject matter experts, educators and other professionals (“Experts”) and increase their engagement with/through our platform;
|
• |
manage the growth of our business, including increasing or unforeseen expenses;
|
• |
develop and scale a technology infrastructure to efficiently handle increased utilization by Learners, especially during peak periods;
|
• |
maintain and manage relationships with strategic partners;
|
• |
ensure our platform remains secure and protects the information of Learners, experts, and other users;
|
• |
build and pursue a profitable business model and pricing strategy;
|
• |
compete with companies that offer similar services or products;
|
• |
expand into adjacent markets;
|
• |
navigate the ongoing evolution and uncertain application of regulatory requirements, such as privacy laws, to our business; and
|
• |
continue our expansion into new geographic markets, including markets outside the United States.
|
• |
monetary exposure arising from or relating to failure to withhold and remit taxes, unpaid wages and wage and hour laws and requirements (such as those pertaining to failure to pay minimum wage and overtime, or to provide required breaks and wage statements), expense reimbursement, statutory and punitive damages, penalties, including related to attorney general actions by states, and government fines;
|
• |
injunctions prohibiting continuance of existing business practices;
|
• |
claims for employee benefits, social security, workers’ compensation, and unemployment;
|
• |
claims of discrimination, harassment, and retaliation under civil rights laws;
|
• |
claims under laws pertaining to unionizing, collective bargaining, and other concerted activity;
|
• |
other claims, charges, or other proceedings under laws and regulations applicable to employers and employees, including risks relating to allegations of joint employer liability or agency liability; and
|
• |
harm to our reputation and brand.
|
• |
our ability to consistently provide Learners with a convenient, high quality experience;
|
• |
the pricing of our offerings in relation to other alternatives, including the prices charged by offline competitors and other learning alternatives;
|
• |
the quality and prices of our products and services that we offer to Learners and those of our competitors and other learning alternatives;
|
• |
our ability to acquire and retain Learners of all age segments;
|
• |
changes in standardized testing or admissions requirements;
|
• |
changes in college or university enrollment;
|
• |
changes in online versus
in-person
attendance at schools, colleges, or universities;
|
• |
changes in professional licensure or certification requirements or regulations;
|
• |
changes in learning-related spending levels by consumers;
|
• |
the effectiveness of our sales and marketing efforts;
|
• |
seasonal demands for
one-on-one
|
• |
our ability to introduce new products and services that are favorably received by Learners.
|
• |
Negative perceptions about online learning offerings and other
non-traditional
online services
non-traditional
form of delivering learning and/or instruction
direct-to-consumers
over the internet, our
one-on-one
instruction, small group classes, large format group classes, adaptive self-study, and other
|
online learning offerings will be subject to increased scrutiny by prospective Learners. Online product offerings that we or our competitors offer may not be successful or operate efficiently, and new entrants to the field of online learning also may not perform well. Such underperformance could create the perception that online offerings in general are not an effective way to learn or educate, whether or not our offerings achieve satisfactory performance, which could make it difficult for us to successfully attract prospective Learners. Additionally, as a result of the
COVID-19
pandemic, telehealth services, and other
non-traditional
online services are becoming increasingly prevalent. If any of these online products or services fail to perform well, Learners may become reluctant to purchase or consume online offerings for fear that the learning experience may be substandard and begin to look for alternatives to online learning.
|
• |
Ineffective marketing efforts.
|
• |
Impact of the
COVID-19
pandemic and other general economic and social conditions.
COVID-19
pandemic. An improvement in the
COVID-19
pandemic would have an unknown impact on our business and may reduce demand among potential Learners for
direct-to-consumer
COVID-19
pandemic would have an unknown impact on our business and may reduce the willingness of Learners to purchase or consume online learning services.
|
• |
We did not maintain effective controls over risk assessment, including designing and maintaining formal accounting and information technology (“IT”) policies, procedures, and controls over significant accounts and disclosures to achieve complete, accurate, and timely financial accounting, reporting, and disclosures, including with respect to segregation of duties controls including controls over the preparation and review of account reconciliations and journal entries and controls over review of assurance reports from third party service organizations.
|
• |
We did not design and maintain effective controls over IT general controls for information systems that are relevant to the preparation of our financial statements. Specifically, we did not design and maintain: (i) program change management controls for financial systems to ensure that IT program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized, and implemented appropriately; and (ii) user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to financial applications,
|
programs, and data to appropriate Company personnel; and (iii) testing and approval controls for program development to ensure that new software development is aligned with business and IT requirements.
|
• |
complaints or negative publicity about us, Experts on our platform, our product offerings, or our policies and guidelines, including our practices and policies, even if factually incorrect or based on isolated incidents;
|
• |
illegal, negligent, reckless, or otherwise inappropriate behavior by Experts or Learners or third parties;
|
• |
a failure to provide Experts with competitive compensation and opportunities to work with Learners;
|
• |
actual or perceived disruptions or defects in our platform, such as privacy or data security breaches, site outages, payment disruptions, or other incidents that impact the reliability of our offerings;
|
• |
litigation over, or investigations by regulators into, our platform or our business;
|
• |
Learners’ lack of awareness of, or compliance with, our policies and terms and conditions;
|
• |
Experts’ lack of awareness of, or compliance with, our terms and conditions;
|
• |
changes to our policies that Learners or others perceive as overly restrictive, unclear, or inconsistent with our values or mission or that are not clearly articulated;
|
• |
changes to our terms and conditions that Experts perceive as overly restrictive, unclear, or inconsistent with our values or mission or that are not clearly articulated;
|
• |
a failure to enforce our policies or terms and conditions in a manner that users perceive as effective, fair, and transparent;
|
• |
inadequate or unsatisfactory Learner support service experiences;
|
• |
illegal or otherwise inappropriate behavior by Experts, management team members, or other employees or contractors;
|
• |
negative responses by Experts or Learners to new offerings on our platform;
|
• |
impacts of
COVID-19
generally;
|
• |
political or social policies or activities; or
|
• |
any of the foregoing with respect to our competitors, to the extent such resulting negative perception affects the public’s perception of us or our industry as a whole.
|
• |
satisfy existing Learners in, and attract and engage new Learners for, our offerings;
|
• |
attract qualified Experts to support expanding offerings and utilization;
|
• |
develop and produce new products;
|
• |
successfully introduce new features and enhancements and maintain a high level of functionality in our platform; and
|
• |
deliver high quality technical support and customer service to Experts and Learners using our platform.
|
• |
Learner dissatisfaction or changes in preference
COVID-19
pandemic may subsequently reduce or discontinue their use of our services after the impact of the pandemic has tapered and
in-person
learning can safely be resumed. Factors outside our control related to Learners’ satisfaction with, and overall perception of, an offering may contribute to decreased retention rates for that offering.
|
• |
Poor Performance by Experts.
in-person
setting, if necessary. Our ability to maintain high Learner retention will depend in part on the ability of the Experts to devote the necessary time and effort to develop their own teaching style(s), lesson plans, course curriculum, and content. Inability of Experts to meet Learner needs could cause the quality of the instruction and the quality of the customer experience to decline, which could contribute to decreased Learner satisfaction and retention.
|
• |
Personal factors.
|
• |
Circumvention of the platform/Disintermediation.
|
• |
effectively recruit, onboard, motivate, and retain a large number of new employees, including in software engineering, data science, product, design, marketing, sales, and customer service, while retaining existing employees, maintaining the most important aspects of our corporate culture and effectively executing our business plan;
|
• |
effectively recruit, vet, contract, and curate a large number of new independent contractors, while retaining existing independent contractors, maintaining and improving our platform and its curation while effectively executing our business plan;
|
• |
continue to improve our operational, financial, and management controls;
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• |
protect and further develop our strategic assets, including our intellectual property rights; and
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• |
make sound business decisions in light of the scrutiny associated with operating as a public company.
|
• |
competitors may develop service offerings that Learners find to be more compelling than ours;
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• |
competitors may adopt more aggressive pricing policies and offer more attractive sales terms, adapt more quickly to new technologies and changes in student requirements;
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• |
competitors may offer better compensation to Experts or divert qualified Experts from our platform;
|
• |
current and potential competitors may establish relationships among themselves or with third parties to enhance their products and expand their markets, and our industry is likely to see an increasing number of new entrants and increased consolidation. Accordingly, new competitors may emerge and rapidly acquire significant market share.
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• |
hurt our reputation;
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• |
adversely affect our relationships with our current or future Learners, Experts, or other instructors or business relationships;
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• |
cause delays or stoppages in providing our offerings;
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• |
divert management’s attention and resources;
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• |
require technology changes to our platform or other software that could cause us to incur substantial cost;
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• |
subject us to significant liabilities; and
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• |
require us to cease some or all of our activities.
|
• |
Timing of our costs incurred in connection with the launch of new offerings and the delay in receiving revenue from these new offerings, which delay may last for several years;
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• |
Seasonal variation driven by the seasonal nature of traditional academic calendars;
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• |
Changes in Learner purchases, utilization, and retention levels in our offerings;
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• |
Changes in our key metrics or the methods used to calculate our key metrics;
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• |
Changes in our pricing;
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• |
Changes in the mix of our product offerings;
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• |
Timing and amount of our marketing and sales expenses;
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• |
Costs necessary to improve and maintain our software platform; and
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• |
Changes in the prospects of the economy generally, which could alter current or prospective customers’ spending priorities, or could increase the time it takes us to launch new offerings.
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• |
actual or anticipated variations in our operating results;
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• |
changes in financial estimates by us or by any securities analysts who might cover our stock;
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• |
conditions or trends in our industry;
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• |
changes as a result of the
COVID-19
pandemic, or similar macroeconomic events;
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• |
stock market price and volume fluctuations of comparable companies and, in particular, those that operate in the software and information technology industries;
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• |
announcements by us or our competitors of new product or service offerings, significant acquisitions, strategic partnerships or divestitures;
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• |
announcements of investigations or regulatory scrutiny of our operations or lawsuits filed against us;
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• |
capital commitments;
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• |
investors’ general perception of our company and our business;
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• |
recruitment or departure of key personnel; and
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• |
sales of Class A Common Stock, including sales by our directors and officers or specific stockholders.
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• |
the fact that the TPG Pace Initial Shareholders and TPG Pace directors and officers have agreed not to redeem any TPG Pace ordinary shares held by them in connection with a shareholder vote to approve a proposed initial business combination;
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• |
the fact that our Sponsor paid an aggregate of $25,000 for the Founder Shares, and upon the completion of the Business Combination, the Founder Shares will convert into Class A Common Stock at a conversion rate that entitles the holders of such Founder Shares to continue to own, in the aggregate, 20% of the Class A Common Stock after giving effect to the issuance of any Class A Common Stock in connection with the Business Combination (including pursuant to the Forward Purchase Agreements), subject to the waivers of certain conversion rights and forfeiture of certain Class A Shares pursuant to the Waiver Agreement. As a result, our Sponsor ultimately expects to receive 11,723,250 Class A Shares in connection with the conversion of the Founder Shares in connection with the Business Combination and such securities will have a significantly higher value at the time of the Business Combination which, if unrestricted and freely tradable, would be valued at approximately $ , resulting in a theoretical gain of $ , but, given the restrictions on such shares, TPG Pace believes such shares have less value. If the Business Combination is not consummated, our Sponsor will lose the theoretical gain of $ based on the Trust Account balance as of , 2021;
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• |
the fact that the TPG Pace Initial Shareholders and TPG Pace directors and officers have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if TPG Pace fails to complete an initial business combination by October 9, 2022 resulting in a loss of approximately $11,000,000;
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• |
the fact that our Sponsor paid an aggregate of $11,000,000 for its 7,333,333 private placement warrants to purchase Class A Shares and that such private placement warrants will expire worthless if a business combination is not consummated by October 9, 2022;
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• |
the fact that up to an aggregate amount of $1,500,000 of any amounts outstanding under any working capital loans made by our Sponsor or any of its affiliates to TPG Pace may be converted into warrants to purchase Class A Shares at a price of $1.50 per warrant at the option of the lender;
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• |
the fact that TPG Pace’s officers and directors, other than TPG Pace’s Independent Directors, collectively own, directly or indirectly, a material interest in our Sponsor;
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• |
the fact that certain of TPG Pace’s officers and directors are expected to purchase an aggregate of 392,500 Class A Shares and 78,500 forward purchase warrants under the Forward Purchase Agreements for a purchase price equal to $3.925 million in the aggregate, one of whom TPG Pace has agreed to issue an additional 500 Class A Shares pursuant thereto;
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• |
the anticipated designation of each of Greg Mrva, TPG Pace’s President, and Kathleen Philips, a director of TPG Pace, as a director of Nerdy Inc. following the Business Combination and the designation of Karl Peterson, TPG Pace’s Chairman, as a board observer;
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• |
the continued indemnification of TPG Pace existing directors and officers under the Articles of Association and the continuation of TPG Pace’s directors’ and officers’ liability insurance after the Business Combination;
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• |
the appointment of TPG Capital BD, an affiliate of our Sponsor and TPG Pace (and for which Julie Hong Clayton, one of TPG Pace’s existing directors, acts as a FINRA-registered representative), as a “Capital Markets Advisor” to TPG Pace in connection with the Business Combination, for which TPG Capital BD expects to receive $375,000 in fees (plus a portion of a $750,000 incentive fee allocable in TPG Pace’s discretion to one or more Capital Markets Advisors), and TPG Pace’s ability to allocate in its discretion 30% of deferred underwriting fees and placement agent fees (which discretionary fees total $6.375 million in the aggregate) for the Forward Purchase Agreement to any financial institution that is a member of FINRA, including TPG Capital BD. TPG Pace will not make that allocation until closing, and the fees described above in each case are subject to the completion of the Business Combination;
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• |
the fact that our Sponsor and TPG Pace’s officers and directors will lose their entire investment of approximately $11,000,000 in TPG Pace and will not be reimbursed for any loans extended, fees due or out-of-pocket expenses (of which an approximately $2.0 million sponsor loan is awaiting reimbursement as of the date hereof) if an initial business combination is not consummated by October 9, 2022. As described above, following the business combination, our Sponsor ultimately expects to receive 11,723,250 Class A Shares in connection with the conversion of the Founder Shares in connection with the Business Combination and each of TPG Pace’s four independent directors held 40,000 Founder Shares. Additionally, our Sponsor purchased 7,333,333 Private Placement Warrants to purchase Class A Shares simultaneously with the consummation of the TPG Pace IPO for an aggregate purchase price of $11,000,000. The 11,723,250 Class A Shares expected to be owned by our Sponsor would have had an aggregate market value of $116,763,570 based upon the closing price of $9.96 per public share on the NYSE on August 10, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. The 7,333,333 private placement warrants held by our Sponsor would have had an aggregate market value of $12,466,666 based upon the closing price of $1.70 per public warrant on the NYSE on August 10, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus;
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the fact that if the Trust Account is liquidated, including in the event TPG Pace is unable to complete an initial business combination within the required time period, our Sponsor has agreed to indemnify TPG Pace to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which TPG Pace has entered into an acquisition agreement or claims of any third party for services rendered or products sold to TPG Pace, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;
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• |
the fact that the Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate;
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• |
the Sponsor and its affiliates can earn a positive rate of return on their investment, even if other TPG Pace shareholders experience a negative rate of return in the post-business combination company; and
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• |
the terms and provisions of the Related Agreements as set forth in detail under “The Business Combination Agreement and Related Agreements.”
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• |
changes in the industries in which Nerdy Inc. and its customers operate;
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• |
variations in its operating performance and the performance of its competitors in general;
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• |
material and adverse impact of the
COVID-19
pandemic on the markets and the broader global economy;
|
• |
actual or anticipated fluctuations in Nerdy Inc.’s quarterly or annual operating results;
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• |
publication of research reports by securities analysts about Nerdy Inc. or its competitors or its industry;
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• |
the public’s reaction to Nerdy Inc.’s press releases, its other public announcements and its filings with the SEC;
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• |
Nerdy Inc.’s failure or the failure of its competitors to meet analysts’ projections or guidance that Nerdy Inc. or its competitors may give to the market;
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• |
additions and departures of key personnel, including Charles Cohn, Nerdy Inc.’s Founder, Chairman & Chief Executive Officer;
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• |
changes in laws and regulations affecting its business;
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• |
commencement of, or involvement in, litigation involving Nerdy Inc.;
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• |
changes in Nerdy Inc.’s capital structure, such as future issuances of securities or the incurrence of additional debt;
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• |
the volume of shares of Class A Common Stock available for public sale; and
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• |
general economic and political conditions such as recessions, interest rates, fuel prices, foreign currency fluctuations, international tariffs, social, political and economic risks and acts of war or terrorism.
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• |
a limited availability of market quotations for Nerdy Inc.’s securities;
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• |
reduced liquidity for Nerdy Inc.’s securities;
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• |
a determination that Class A Common Stock is a “penny stock,” which will require brokers trading in Class A Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for Nerdy Inc.’s securities;
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• |
a limited amount of news and analyst coverage; and
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• |
a decreased ability to issue additional securities or obtain additional financing in the future.
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• |
the ability of the Nerdy Inc. Board to issue shares of preferred stock, including “blank check” preferred stock, and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;
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• |
the limitation of the liability of, and the indemnification of, Nerdy Inc.’s directors and officers;
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• |
a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of stockholders after such date and could delay the ability of stockholders to force consideration of a stockholder proposal or to take action, including the removal of directors;
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the requirement that a special meeting of stockholders may be called only by the Chief Executive Officer, the Chairman of the Board or the Nerdy Inc. Board, which could delay the ability of stockholders to force consideration of a proposal or to take action, including the removal of directors;
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• |
controlling the procedures for the conduct and scheduling of board of directors and stockholder meetings;
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• |
the ability of the Nerdy Inc. Board to amend the bylaws, which may allow the Nerdy Inc. Board to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt; and
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• |
advance notice procedures with which stockholders must comply to nominate candidates to the Nerdy Inc. Board or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in the Nerdy Inc. Board, and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of Nerdy Inc.
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1. |
Business Combination Proposal
Business Combination Proposal
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2. |
Domestication Proposal
de-registered
in the Cayman Islands pursuant to article 47 of its articles of association and registered by way of continuation as a corporation under the laws of the state of Delaware pursuant to Part XII and, conditional upon, and with effect from, the registration of TPG Pace as a corporation in the State of Delaware, the name of TPG Pace be changed from “TPG Pace Tech Opportunities Corp.” to “Nerdy Inc.” (the “
Domestication Proposal
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3. |
Charter Proposal
Charter Proposal
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4. |
Governing Documents Proposal A
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share, of Nerdy Inc., (b) shares of Class F common stock, par value $0.0001 per share, of Nerdy Inc., (c) shares of Class B common stock, par value $0.0001 per share, of Nerdy Inc., in order to provide for our
“Up-C”
structure and (d) shares of preferred stock, par value $0.0001 per share;
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5. |
Governing Documents Proposal B
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6. |
Governing Documents Proposal C
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7. |
Governing Documents Proposal D—
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8. |
Governing Documents Proposal E—
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9. |
Governing Documents Proposal F—To amend and restate the Existing Governing Documents and authorize all other changes necessary or desirable in connection with the replacement of Existing Governing Documents with the Proposed Certificate of Incorporation and Proposed Bylaws as part of the Domestication (copies of which are attached to the proxy statement/prospectus as Annex C and Annex D, respectively), including (i) changing the post-Business Combination corporate name from “TPG Pace Tech Opportunities Corp.” to “Nerdy Inc.” (which is expected to occur upon the consummation of the Domestication), (ii) making Nerdy Inc.’s corporate existence perpetual, (iii) adopting Delaware as the exclusive forum for certain stockholder litigation and the United States District Courts as the exclusive forum for litigation arising out of federal securities laws, as amended, and (iv) removing certain provisions related to our status as a blank check company that will no longer be applicable upon consummation of the Business Combination;
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10. |
The Director Election Proposal
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11. |
The NYSE Proposal
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12. |
The Equity Incentive Plan Proposal
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13. |
The Adjournment Proposal
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extraordinary general meeting or (C) if TPG Pace shareholders elected to redeem an amount of the public shares such that the condition to consummation of the Business Combination that the aggregate cash proceeds to be received by TPG Pace from the Trust Account in connection with the Business Combination, together with aggregate gross proceeds from the PIPE Financing and the forward purchases, equal no less than $250,000,000 after deducting any amounts paid to TPG Pace shareholders that exercise their redemption rights in connection with the Business Combination would not be satisfied, at the extraordinary general meeting. |
• |
you may send another proxy card with a later date;
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• |
you may notify TPG Pace’s Secretary in writing to TPG Pace Tech Opportunities Corp., 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102, before the extraordinary general meeting that you have revoked your proxy; or
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• |
you may attend the extraordinary general meeting, revoke your proxy, and vote in person, as indicated above.
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• |
if you hold public units, you must deliver the certificate for such public units to Continental, with written instructions to separate such public units into public shares and public warrants. This must be completed far enough in advance to permit the mailing of the public share certificates back to you so that you may then exercise your redemption rights upon the separation of the public shares from the public units;
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• |
prior to Eastern Time on , 2021 (two business days before the extraordinary general meeting), tender your shares physically or electronically and submit a request in writing that TPG Pace redeem your public shares for cash to Continental, at the following address:
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• |
deliver your public shares either physically or electronically through DTC’s DWAC system to the Transfer Agent at least two business days before the extraordinary general meeting. Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. Shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, it may take longer than two weeks. Shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your public shares as described above, your shares will not be redeemed.
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• |
each issued and outstanding Class A Share will convert automatically by operation of law, on a
one-for-one
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• |
each issued and outstanding Founder Share will convert automatically by operation of law, on a
one-for-one
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• |
each issued and outstanding whole warrant to purchase Class A Shares will represent the right to purchase one share of Class A Common Stock at an exercise price of $11.50 per share on the terms and conditions set forth in the warrant agreement;
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• |
the governing documents of TPG Pace will be amended and restated and become the certificate of incorporation and the bylaws as described in this proxy statement/prospectus and TPG Pace’s name will change to “Nerdy Inc.”; and
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• |
the Written Consent (as defined in the Business Combination Agreement) shall have been delivered to TPG Pace;
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• |
the Condition Precedent Proposals shall have been approved and adopted by the requisite affirmative vote of the TPG Pace shareholders in accordance with this registration statement, applicable law, TPG Pace’s organizational documents and the rules and regulations of the NYSE;
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• |
no governmental authority shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award which is then in effect and has the effect of making the Business Combination, including the Blocker Mergers and the Merger, illegal or otherwise prohibiting consummation of the Business Combination, including the Blocker Mergers and the Merger;
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• |
all required filings under the HSR Act shall have been completed and any applicable waiting period (and any extension thereof) applicable to the consummation of the Business Combination under the HSR Act shall have expired or been terminated;
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• |
the Class A Common Stock shall have been accepted for listing on the NYSE (subject to the Closing of the Business Combination Agreement occurring), or another national securities exchange mutually agreed to by the parties in writing, as of the Closing Date;
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• |
the Domestication having been consummated;
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• |
this registration statement shall have been declared effective under the Securities Act, and no stop order suspending the effectiveness of this registration statement shall be in effect, and no proceedings for purposes of suspending the effectiveness of this registration statement shall have been initiated or be threatened in writing by the SEC; and
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• |
TPG Pace shall have at least $5,000,001 of net tangible assets after giving effect to the Private Placement and following the exercise of redemption rights by TPG Pace’s public shareholders in accordance with TPG Pace’s organizational documents.
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• |
the representations and warranties of Nerdy and the Blockers, in most instances disregarding qualifications contained therein relating to materiality or Nerdy Material Adverse Effect (as defined below), must be true and correct as of the Closing Date as if made on and as of the Closing Date (or, if given as of a specified date, as of such specified date), except where the failure of such representations and warranties of Nerdy and the Blockers to be so true and correct would not be reasonably likely to have a Nerdy Material Adverse Effect;
provided
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• |
Nerdy and the Blockers shall have performed or complied in all material respects with all agreements and covenants required by the Business Combination Agreement to be performed or complied with by it on or prior to the Closing;
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• |
each of Nerdy, TCV Blocker and Learn Blocker shall have delivered to TPG Pace a customary officer’s certificate, dated as of the Closing Date, certifying as to the satisfaction of certain conditions;
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• |
All parties to the Registration Rights Agreement (other than TPG Pace and the TPG Pace stockholders party thereto) shall have delivered, or caused to be delivered, to TPG Pace copies of the Registration Rights Agreement duly executed by all such parties;
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• |
no Nerdy Material Adverse Effect shall have occurred between the date of the Business Combination Agreement and the Closing;
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• |
Nerdy shall have delivered to TPG Pace (i) true and complete copies of any audited financial statements and any unaudited financial statements, in each case, that are required to be filed in connection with a Current Report on Form
8-K
to be filed by TPG Pace under the Exchange Act as a result of consummation of the transactions contemplated by the Business Combination Agreement and (ii) any consents of Nerdy’s independent registered public accounting firm required under the Securities Act or the Exchange Act in connection with the filing of such Current Report on Form
8-K;
and
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• |
Nerdy shall have delivered or caused to be delivered, copies of the OpCo LLC Agreement, duly executed by the Existing Nerdy Holders required to approve the OpCo LLC Agreement and copies of the Tax Receivable Agreement duly executed by Nerdy.
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• |
the representations and warranties of TPG Pace and the Merger Subs, in most instances disregarding qualifications contained therein relating to materiality or TPG Pace Material Adverse Effect (as defined below), must be true and correct as of the closing date as if made on and as of the closing date (or, if given as of an earlier date, as of such earlier date), except where the failure of such representations and warranties of TPG Pace and the Merger Subs to be so true and correct, individually or in the aggregate,
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has not had and is not reasonably likely to have a TPG Pace Material Adverse Effect;
provided
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• |
TPG Pace and the Merger Subs shall have performed or complied in all material respects with all agreements and covenants required by the Business Combination Agreement to be performed or complied with by it on or prior to the Closing;
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• |
TPG Pace shall have delivered to Nerdy a customary officer’s certificate, dated the date of the Closing, signed by the President of TPG Pace, certifying as to the satisfaction of certain conditions;
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• |
TPG Pace shall have delivered a copy of the Registration Rights Agreement duly executed by TPG Pace and the TPG Pace stockholders party thereto;
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• |
no TPG Pace Material Adverse Effect shall have occurred between the date of the Business Combination Agreement and the Closing;
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• |
the amount of Available Cash shall not be less than $250,000,000; and
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• |
TPG Pace shall have delivered, or caused to be delivered, to Nerdy a copy of the OpCo LLC Agreement, duly executed by TPG Pace and a copy of the Tax Receivable Agreement, duly executed by TPG Pace.
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• |
Subject to certain exceptions or as consented to in writing by Nerdy (such consent not to be unreasonably withheld, conditioned or delayed), prior to the Effective Time, TPG Pace and Merger Subs will conduct their business in the ordinary course of business and in a manner consistent with past practice.
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• |
Subject to certain exceptions contemplated by the Business Combination Agreement or any certain other agreements referenced therein, neither TPG Pace nor Merger Subs shall, between the date of the Business Combination Agreement and the Effective Time, or the earlier termination of the Business Combination Agreement, directly or indirectly, do any of the following without the prior written consent of Nerdy, which consent is not to be unreasonably withheld, delayed or conditioned:
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• |
amend or otherwise change the existing organizational documents of TPG Pace or the Merger Subs or form any subsidiary of TPG Pace other than Merger Subs;
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• |
declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, other than redemptions from the trust account that are required pursuant to the existing organizational documents of TPG Pace;
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• |
reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of the public shares or public warrants except for redemptions from the trust account and conversions of the Founder Shares as contemplated by the Business Combination Agreement and the Proposed Certificate of Incorporation;
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• |
issue, sell, pledge, dispose of, grant or encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, any shares of any class of capital stock or other securities of TPG Pace or Merger Subs, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including, without limitation, any phantom interest), of TPG Pace or Merger Subs, except in connection with conversion of the Founder Shares as contemplated by the Business Combination Agreement and the Proposed Certificate of Incorporation;
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• |
acquire (including, without limitation, by merger, consolidation, or acquisition of stock or assets or any other business combination) any corporation, partnership, other business organization or enter into any strategic joint ventures, partnerships or alliances with any other person;
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• |
incur any indebtedness for borrowed money or guarantee any such indebtedness of another person or persons, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of TPG Pace, as applicable, enter into any “keep well” or other agreement to maintain any financial statement condition or enter into any arrangement having the economic effect of any of the foregoing, in each case, except in the ordinary course of business consistent with past practice or except a loan from the Sponsor or an affiliate thereof or certain of TPG Pace’s officers and directors to finance TPG Pace’s transaction costs in connection with the Business Combination;
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• |
make any change in any method of financial accounting or financial accounting principles, policies, procedures or practices, except as required by a concurrent amendment in GAAP or applicable law made subsequent to the date hereof, as agreed to by its independent accountants;
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• |
amend any material tax return, change any material method of tax accounting, make (inconsistent with past practice), change or rescind any material election relating to taxes, or settle or compromise any material U.S. federal, state, local or
non-U.S.
tax audit, assessment, tax claim or other controversy relating to taxes;
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• |
liquidate, dissolve, reorganize or otherwise wind up the business and operations of TPG Pace or any Merger Sub;
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• |
enter into any contract or arrangement with any broker, finder, investment banker or other person under which such person is or will be entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by the Business Combination Agreement; or
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• |
enter into any contract or otherwise make a binding commitment to do any of the foregoing.
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• |
Subject to certain exceptions or as consented to in writing by TPG Pace (such consent not to be unreasonably withheld, conditioned or delayed), prior to the Effective Time or the earlier termination of the Business Combination Agreement, Nerdy will and will cause its subsidiaries to, conduct their business in the ordinary course of business and in a manner consistent with past practice in all material respects and use commercially reasonable efforts to maintain and preserve intact in all material respects the business organization, assets, properties and material business relations of Nerdy and its subsidiaries.
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• |
Subject to certain exceptions or as consented to in writing by TPG Pace (such consent not to be unreasonably withheld, conditioned or delayed), prior to the Effective time or the early termination of the Business Combination Agreement, each Blocker will conduct its business in the ordinary course of business and in a manner consistent with past practice in all material respects.
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• |
Subject to certain exceptions, prior to the Effective Time or the early termination of the Business Combination Agreement, Nerdy will and will cause its subsidiaries to, not do any of the following without TPG Pace’s written consent (such consent not to be unreasonably withheld, conditioned or delayed):
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• |
amend or otherwise change its certificate of incorporation or bylaws or equivalent organizational documents;
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• |
issue, sell, pledge, dispose of, grant or encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, any equity interests of Nerdy or any of its subsidiaries, or any options, warrants, convertible securities or other rights of any kind to acquire any equity interests (including, without limitation, any phantom interest), of Nerdy or any its subsidiaries; or sell any assets of Nerdy or any of its subsidiaries that would reasonably be expected to have a Nerdy Material Adverse Effect;
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• |
form any subsidiary or acquire any equity interest or other interest in any other entity or enter into a joint venture with any other entity;
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• |
declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its equity interests;
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• |
reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of its equity interests;
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• |
acquire (including, without limitation, by merger, consolidation, or acquisition of stock or substantially all of the assets or any other business combination) any material assets or any corporation, partnership, other business organization or any division thereof; (a) incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any person, or make any loans or advances, or intentionally grant any security interest in any of its assets, other than (1) intercompany indebtedness among Nerdy and its subsidiaries or (2) indebtedness that is incurred in the ordinary course of business consistent with past practice (and, with respect to borrowed money indebtedness, is reasonably necessary to meet any current obligations of Nerdy and its subsidiaries); or (b) merge, consolidate, combine or amalgamate with any person;
|
• |
(A) grant any increase in the compensation, incentives or benefits payable or to become payable to any current or former executive officer, (B) enter into any new (except as permitted under clause I), or materially amend any existing, employment, retention, bonus, change in control, severance, redundancy or termination agreement with any current or former executive officer whose base salary is in excess of $250,000, (C) accelerate or commit to accelerate the funding, payment, or vesting of any compensation or benefits to any current or former executive officer whose base salary is in excess of $250,000, (D) establish or become obligated under any collective bargaining agreement, collective agreement, or other contract or agreement with a labor union, trade union, works council, or other representative of executive officers; I hire any new executive officers whose base salary is in excess of $250,000; provided, however, that the actions described in subsections (A) shall be permissible to the extent made in the ordinary course of business consistent with past practice (and not to exceed 10% with respect to any such executive officer);
|
• |
adopt, amend and/or terminate any material employee benefit plan except as may be required by applicable law, is necessary in order to consummate the Business Combination, or health and welfare plan renewals in the ordinary course of business;
|
• |
materially amend (other than reasonable and usual amendments in the ordinary course of business), the accounting policies or procedures, other than as required by GAAP;
|
• |
amend any material tax Return, change any material method of tax accounting; make (inconsistent with past practice), change or rescind any material election relating to taxes (including, for the avoidance of doubt, any election that results in Nerdy or any of its subsidiaries being treated as other than a partnership or a disregarded entity for U.S. federal income tax purposes), or settle or compromise any material U.S. federal, state, local or
non-U.S.
tax audit, assessment, tax claim or other controversy relating to taxes;
|
• |
amend certain material contracts of Nerdy in a manner that is material and adverse to Nerdy;
|
• |
fail to maintain certain real property leased by Nerdy, including the improvements located thereon or used in connection therewith, in substantially the same condition as of the date of the Business Combination Agreement, except where the failure to maintain such leased real property would reasonably be expected to have a Nerdy Material Adverse Effect;
|
• |
fail to maintain the existence of, or use reasonable efforts to protect, certain intellectual property owned by Nerdy to the extent that such action or inaction would reasonably be expected to have a Nerdy Material Adverse Effect;
|
• |
permit any material item of intellectual property owned by Nerdy to lapse or to be abandoned, invalidated, dedicated to the public, or disclaimed, or otherwise become unenforceable or fail to perform or make any applicable filings, recordings or other similar actions or filings, or fail to pay all required fees and taxes required or advisable to maintain and protect its interest in each and every
|
material item of intellectual property owned by Nerdy to the extent that such action or inaction would reasonably be expected to have a Nerdy Material Adverse Effect;
|
• |
waive, release, assign, settle or compromise any material litigation, suit, claim, charge, grievance, action, proceeding, audit or investigation, other than waivers, releases, assignments, settlements or compromises that are solely monetary in nature and do not exceed $1,000,000 individually or $2,000,000 in the aggregate; or
|
• |
enter into any contract or otherwise make a binding commitment to do any of the foregoing.
|
• |
using reasonable best efforts to consummate the Business Combination;
|
• |
using reasonable best efforts to obtain all permits, consents, approvals, authorizations and qualifications;
|
• |
keeping the other party apprised of the status of matters relating to the Business Combination;
|
• |
making relevant public announcements;
|
• |
making prompt filings or applications under Antitrust laws;
|
• |
cooperating in connection with any filing or submission and in connection with any investigation or other inquiry;
|
• |
cooperating in connection with certain tax matters and filings;
|
• |
keeping certain information confidential in accordance with the existing
non-disclosure
agreements.
|
• |
by the mutual written consent of TPG Pace and Nerdy;
|
• |
by either TPG Pace or Nerdy if the Effective Time has not occurred prior to September 30, 2021 (as extended in accordance with the Business Combination Agreement, the “Outside Date”), provided, however, that the Business Combination Agreement may not be terminated by or on behalf of any party that either directly or indirectly through its affiliates is in breach or violation of any representation, warranty, covenant, agreement or obligation contained in the Business Combination Agreement and such breach or violation will have proximately caused the failure to consummate the Business Combination on or prior to the Outside Date; and provided, further, that in the event that any statute or formal published regulation is enacted after the date of the Business Combination Agreement extending the applicable waiting period under the HSR Act, the Outside Date will automatically be extended by the length of any such extension; or
|
• |
by either TPG Pace or Nerdy,
|
• |
if any governmental authority in the United States enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporarily, preliminary or permanent) that has become final and nonappealable and has the effect of making consummation of the Business Combination, illegal or otherwise preventing or prohibiting consummation of the Business Combination; or
|
• |
if any of the Condition Precedent Proposals fail to receive the requisite approval necessary at the extraordinary general meeting;
|
• |
by TPG Pace, if any of the representations or warranties made by Nerdy or Blockers are not true and correct or if Nerdy or any Blocker has failed to perform any covenant or agreement on the part of Nerdy or any Blocker, as applicable, set forth in the Business Combination Agreement such that certain conditions to the obligations of TPG Pace and Merger Subs would not be satisfied (“Terminating Nerdy Breach”), provided neither TPG Pace nor any Merger Sub is then in breach of their respective representations, warranties, covenants or agreements in the Business Combination Agreement so as to prevent certain conditions to the obligations of Nerdy and Blockers from being satisfied; provided further that, if such Terminating Nerdy Breach is curable by Nerdy, TPG Pace may not terminate the Business Combination Agreement for as long as Nerdy continues to exercise its reasonable efforts to cure such breach, unless such breach is not cured by the earlier of (i) thirty (30) days after written notice of such breach is provided by TPG Pace to Nerdy, and (ii) the Outside Date;
|
• |
by Nerdy, if any of the representations or warranties made by TPG Pace or Merger Subs are not true and correct or if TPG Pace or any Merger Sub has failed to perform any covenant or agreement on the part of TPG Pace or any Merger Sub, as applicable, as set forth in the Business Combination Agreement such that certain conditions to the obligations of Nerdy and Blockers would not be satisfied (“Terminating TPG Pace Breach”), provided that neither Nerdy nor any Blocker is then in breach of their representations, warranties, covenants or agreements in the Business Combination Agreement so as to prevent certain conditions to the obligations of TPG Pace and Merger Subs from being satisfied; provided, however, that, if such Terminating TPG Pace Breach is curable by TPG Pace and Merger Subs, Nerdy may not terminate the Business Combination Agreement for as long as TPG Pace and Merger Subs continue to exercise their reasonable efforts to cure such breach, unless such breach is not cured by the earlier of (i) thirty (30) days after written notice of such breach is provided by Nerdy to TPG Pace, and (ii) the Outside Date; or
|
• |
by TPG Pace, if Nerdy does not deliver, or cause to be delivered to TPG Pace, the Written Consent (as defined in the Business Combination Agreement) in accordance with the Business Combination Agreement within two business days following the time at which this registration statement / proxy statement is declared effective under the Securities Act.
|
Holders
|
No Redemption | % of Total |
Illustrative
Redemption |
% of Total |
Maximum
Redemption |
% of Total | ||||||||||||||||||
TPG Pace Public Shareholders
|
45,000,000 | 25.3 | 22,500,000 | 13.5 | — | — | ||||||||||||||||||
Sponsor and Affiliates (1)
|
14,552,200 | 8.2 | 14,552,200 | 8.7 | 14,552,200 | 8.7 | ||||||||||||||||||
Nerdy Equity Holders (2)
|
90,184,678 | 50.6 | 101,500,000 | 60.8 | 124,000,000 | 74.3 | ||||||||||||||||||
Forward Purchasers (excluding Affiliates) (3)
|
13,447,800 | 7.5 | 13,447,800 | 8.0 | 13,447,800 | 8.0 | ||||||||||||||||||
PIPE Investors
|
15,000,000 | 8.4 | 15,000,000 | 9.0 | 15,000,000 | 9.0 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total
|
178,184,678 | 100.0 | 167,000,000 | 100.0 | 167,000,000 | 100.0 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Nerdy Inc. Class A Common Stock owned upon conversion of Nerdy Inc. Founder Shares and, in the case of our Sponsor, (i) taking into account the 3,750,000 shares issued to the Sponsor pursuant to the conversion adjustment in connection with the issuance of shares pursuant to the Forward Purchase Agreements and the waiver of the conversion adjustment pursuant to the Waiver Agreement in connection with the consummation of issuances pursuant to the Forward Purchase Agreements of any shares in excess of an aggregate 15,000,000 shares of Class A Common Stock and the transactions contemplated by the PIPE Financing, (ii) taking into account the Share Forfeitures and (iii) including 4,000,000 shares subject to forfeiture if certain stock price thresholds are not achieved. Amounts also include 2,668,950 shares of Class A Common Stock to be issued to officers and directors of TPG Pace and other affiliates of TPG Pace pursuant to the Forward Purchase Agreements.
|
(2) |
Represents shares of Class A Common Stock and Class B Common Stock (and accompanying OpCo Units) issued to holders of Nerdy common units in the Business Combination, including (i) 4,000,000 shares issued as Nerdy Earnout Consideration subject to forfeiture if certain stock price thresholds are not achieved and (ii) shares of Common Stock of Nerdy Inc. underlying vested and unvested stock appreciation rights and profit interest units that will be held by the former Nerdy unit appreciation rights and profit interest units holders immediately following the Closing, which is expected to be 18,075,207 shares, consisting of 5,976,406 shares of Class A Common Stock for the stock appreciation rights of Nerdy Inc. and 12,098,801 shares of Class B Common Stock for the profit interest units of Nerdy Inc.
|
(3) |
Excludes 2,668,950 shares of Class A Common Stock to be issued to officers and directors of TPG Pace and other affiliates of TPG Pace pursuant to the Forward Purchase Agreements.
|
Holders
|
No Redemption | % of Total |
Illustrative
Redemption |
% of Total |
Maximum
Redemption |
% of Total | ||||||||||||||||||
TPG Pace Public Shareholders
|
54,000,000 | 27.3 | 31,500,000 | 16.9 | 9,000,000 | 4.8 | ||||||||||||||||||
Sponsor and Affiliates (1)
|
19,961,489 | 10.1 | 19,961,489 | 10.7 | 19,961,489 | 10.7 | ||||||||||||||||||
Nerdy Equity Holders (2)
|
92,629,122 | 46.9 | 103,944,444 | 55.8 | 126,444,444 | 67.9 | ||||||||||||||||||
Forward Purchasers (excluding Affiliates) (3)
|
15,927,400 | 8.1 | 15,927,400 | 8.5 | 15,927,400 | 8.5 | ||||||||||||||||||
PIPE Investors
|
15,000,000 | 7.6 | 15,000,000 | 8.1 | 15,000,000 | 8.1 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total
|
197,518,011 | 100.0 | 186,333,333 | 100.0 | 186,333,333 | 100.0 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Nerdy Inc. Class A Common Stock owned upon conversion of Nerdy Inc. Founder Shares and, in the case of our Sponsor, (i) taking into account the 3,750,000 shares issued to the Sponsor pursuant to the conversion adjustment in connection with the issuance of shares pursuant to the Forward Purchase Agreements and the waiver of the conversion adjustment pursuant to the Waiver Agreement in connection with the consummation of issuances pursuant to the Forward Purchase Agreements of any shares in excess of an aggregate 15,000,000 shares of Class A Common Stock and the transactions contemplated by the PIPE
|
Financing, (ii) taking into account the Share Forfeitures, (iii) including 4,000,000 shares subject to forfeiture if certain stock price thresholds are not achieved, and (iv) including 4,888,889 private placement warrants held by Sponsor and the TPG Independent Directors after taking into account the forfeiture of 2,444,444 private placement warrants pursuant to the Waiver Agreement. Amounts also include 2,668,950 shares of Class A Common Stock and 520,400 warrants to be issued to officers and directors of TPG Pace and other affiliates of TPG Pace pursuant to the Forward Purchase Agreements. |
(2) |
Represents shares of Class A Common Stock and Class B Common Stock (and accompanying OpCo Units) issued to holders of Nerdy common units in the Business Combination, including (i) 4,000,000 shares issued as Nerdy Earnout Consideration subject to forfeiture if certain stock price thresholds are not achieved, (ii) shares of Common Stock of Nerdy Inc. underlying vested and unvested stock appreciation rights and profit interest units that will be held by the former Nerdy unit appreciation rights and profit interest units holders immediately following the Closing, which is expected to be 18,075,207 shares, consisting of 5,976,406 shares of Class A Common Stock for the stock appreciation rights of Nerdy Inc. and 12,098,801 shares of Class B Common Stock for the profit interest units of Nerdy Inc., and (iii) taking into account 2,444,444 private placement warrants issued in connection with the forfeitures of private placement warrants by Sponsor and the TPG Independent Directors discussed in the foregoing.
|
(3) |
Excludes 2,668,950 shares of Class A Common Stock and 520,400 warrants to be issued to officers and directors of TPG Pace and other affiliates of TPG Pace pursuant to the Forward Purchase Agreements.
|
• |
meetings and calls with Nerdy’s management regarding business model, operations and forecasts;
|
• |
a legal due diligence review conducted by Vinson & Elkins which included, among other things, a review of employment matters, material contracts, intellectual property matters and other legal documents posted to a virtual data room, conference calls with Nerdy and its attorneys and certain public record searches of Nerdy;
|
• |
tax and accounting due diligence review conducted by KPMG;
|
• |
consultation with legal and financial advisors and industry experts;
|
• |
financial and valuation analysis of Nerdy and the Business Combination; and
|
• |
the financial statements of Nerdy.
|
• |
Market Opportunity and Nerdy’s Scale and Market Share
|
• |
Nerdy’s Asset-Light Business Model
one-on-one
|
• |
Nerdy’s Financial Performance and Growth Rate.
COVID-19
pandemic. The TPG Pace Board noted the acceleration in user growth and in user engagement in the business as well as the acceleration in online revenue. The TPG Pace Board also noted the improved gross margins attributable to the shift in business online and to the introduction of the small group class learning format. Lastly the TPG Pace Board noted the recent improvements in unit economics driven by increase customer retention and the improvement in gross margins.
|
• |
Amount and type of consideration to be paid to Existing Nerdy Holders
|
• |
Nerdy’s Proprietary Technology Platform.
|
• |
Nerdy’s
direct-to-consumer
go-to-market
direct-to-consumer
go-to-market
|
• |
Role of Independent Directors and Continued Ownership by Existing Nerdy Holders.
|
• |
Public Reception.
|
• |
Terms of the Business Combination Agreement.
arm’s-length negotiations
among the parties.
|
• |
Independent Director Role.
|
Following an active and detailed evaluation, the TPG Pace Board’s independent directors unanimously approved, as members of the TPG Pace Board, the Business Combination Agreement and the Business Combination.
|
• |
Competitive
& Geographic Expansion Risk.
|
• |
Benefits May Not Be Achieved Risk.
|
• |
COVID-19
Risk
COVID-19
pandemic, which could have an adverse effect on its business and results of operations.
|
• |
Public Company Risk.
|
• |
Redemption Risk
|
• |
Shareholder Vote Risk.
|
• |
Litigation Risk
|
• |
Closing Conditions Risk.
|
• |
No Third-Party
Valuation Risk
|
• |
Fees, Expenses and Time Risk.
|
• |
Diversion of Management
|
• |
Other Risks
|
• |
Benefits Over a Traditional Initial Public Offering.
Risk Factors—Risks Related to the Business Combination and TPG Pace—We cannot assure you that our diligence review has identified all material risks associated with the Business Combination, and you may be less protected as an investor from any material issues with respect to Nerdy’s business, including any material omissions or misstatements contained in the registration statement or proxy statement/prospectus relating to the Business Combination than an investor in an initial public offering
|
• |
Benefits of a Relationship with TPG.
|
• |
Terms of the Business Combination Agreement.
|
• |
Size of the Post-Combination Company.
|
• |
Access to Capital and Liquidity.
|
• |
Benefits of Becoming a Public Company.
|
• |
Transaction Support Agreements.
attorney-in-fact
|
• |
Registration Rights Agreement.
|
• |
Risk that Business Combination may not be completed.
|
• |
Impact on reputation and business if the Business Combination is not completed.
|
• |
Expenses.
|
• |
Costs and obligations of being a public company.
|
• |
Restrictions on operation of Nerdy’s business.
|
• |
Interests of Nerdy executive officers and directors.
|
• |
Other risks.
Risk
Factors
|
$ in Millions
|
2021
|
2022
|
2023
|
|||||||||
Active Learners (in thousands)
|
130 | 199 | 284 | |||||||||
Total Revenue
|
$ | 138 | $ | 198 | $ | 267 | ||||||
% YoY Growth
|
33 | % | 43 | % | 35 | % | ||||||
Gross Profit
|
$ | 96 | $ | 141 | $ | 193 | ||||||
Gross Margin %
|
70 | % | 71 | % | 72 | % | ||||||
Total Operating Expenses
|
$ | 111 | $ | 155 | $ | 191 | ||||||
Net Income (loss)
|
$ | (8 | ) | $ | (14 | ) | $ | 1 | ||||
Net Income Margin %
|
(6 | )% | (7 | )% | 1 | % | ||||||
Adjusted EBITDA (Loss)
|
$
|
(7
|
)
|
$
|
(3
|
)
|
$
|
14
|
|
|||
Adjusted EBITDA Margin %
|
(5 | )% | (2 | )% | 5 | % | ||||||
Free Cash Flow
|
$
|
(15
|
)
|
$
|
(14
|
)
|
$
|
6
|
|
|||
Free Cash Flow Margin %
|
(11 | )% | (7 | )% | 2 | % |
• |
the fact that the TPG Pace Initial Shareholders and TPG Pace directors and officers have agreed not to redeem any TPG Pace ordinary shares held by them in connection with a shareholder vote to approve a proposed initial business combination;
|
• |
the fact that our Sponsor paid an aggregate of $25,000 for the Founder Shares, and upon the completion of the Business Combination, the Founder Shares will convert into Class A Common Stock at a conversion rate that entitles the holders of such Founder Shares to continue to own, in the aggregate, 20% of the Class A Common Stock after giving effect to the issuance of any Class A Common Stock in connection with the Business Combination (including pursuant to the Forward Purchase Agreements), subject to the waivers of certain conversion rights and forfeiture of certain Class A Shares pursuant to the Waiver Agreement. As a result, our Sponsor ultimately expects to receive 11,723,250 Class A Shares in connection with the conversion of the Founder Shares in connection with the Business Combination and such securities will have a significantly higher value at the time of the Business Combination which, if unrestricted and freely tradable, would be valued at approximately $ , resulting in a theoretical gain of $ , but, given the restrictions on such shares, TPG Pace believes such shares have less value. If the Business Combination is not consummated, our Sponsor will lose the theoretical gain of $ based on the Trust Account balance as of , 2021;
|
• |
the fact that the TPG Pace Initial Shareholders and TPG Pace directors and officers have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if TPG Pace fails to complete an initial business combination by October 9, 2022 resulting in a loss of approximately $11,000,000;
|
• |
the fact that our Sponsor paid an aggregate of $11,000,000 for its 7,333,333 private placement warrants to purchase Class A Shares and that such private placement warrants will expire worthless if a business combination is not consummated by October 9, 2022;
|
• |
the fact that up to an aggregate amount of $1,500,000 of any amounts outstanding under any working capital loans made by our Sponsor or any of its affiliates to TPG Pace may be converted into warrants to purchase Class A Shares at a price of $1.50 per warrant at the option of the lender;
|
• |
the fact that TPG Pace’s officers and directors, other than TPG Pace’s Independent Directors, collectively own, directly or indirectly, a material interest in our Sponsor;
|
• |
the fact that certain of TPG Pace’s officers and directors are expected to purchase an aggregate of 392,500 Class A Shares and 78,500 forward purchase warrants under the Forward Purchase Agreements for a purchase price equal to $3.925 million in the aggregate, one of whom TPG Pace has agreed to issue an additional 500 Class A Shares pursuant thereto;
|
• |
the anticipated designation of each of Greg Mrva, TPG Pace’s President, and Kathleen Philips, a director of TPG Pace, as a director of Nerdy Inc. following the Business Combination and the designation of Karl Peterson, TPG Pace’s Chairman, as a board observer;
|
• |
the continued indemnification of TPG Pace existing directors and officers under the Articles of Association and the continuation of TPG Pace’s directors’ and officers’ liability insurance after the Business Combination;
|
• |
the appointment of TPG Capital BD, an affiliate of our Sponsor and TPG Pace (and for which Julie Hong Clayton, one of TPG Pace’s existing directors, acts as a FINRA-registered representative), as a “Capital Markets Advisor” to TPG Pace in connection with the Business Combination, for which TPG Capital BD expects to receive $375,000 in fees (plus a portion of a $750,000 incentive fee allocable in TPG Pace’s discretion to one or more Capital Markets Advisors), and TPG Pace’s ability to allocate in its discretion 30% of deferred underwriting fees and placement agent fees (which discretionary fees total $6.375 million in the aggregate) for the Forward Purchase Agreement to any financial institution that is a member of FINRA, including TPG Capital BD. TPG Pace will not make that allocation until closing, and the fees described above in each case are subject to the completion of the Business Combination;
|
• |
the fact that our Sponsor and TPG Pace’s officers and directors will lose their entire investment of approximately $11,000,000 in TPG Pace and will not be reimbursed for any loans extended, fees due or out-of-pocket expenses (of which an approximately $2.0 million sponsor loan is awaiting reimbursement as of the date hereof) if an initial business combination is not consummated by October 9, 2022. As described above, following the business combination, our Sponsor ultimately expects to receive 11,723,250 Class A Shares in connection with the conversion of the Founder Shares in connection with the Business Combination and each of TPG Pace’s four independent directors held 40,000 Founder Shares. Additionally, our Sponsor purchased 7,333,333 Private Placement Warrants to purchase Class A Shares simultaneously with the consummation of the TPG Pace IPO for an aggregate purchase price of $11,000,000. The 11,723,250 Class A Shares expected to be owned by our Sponsor would have had an aggregate market value of $116,763,570 based upon the closing price of $9.96 per public share on the NYSE on August 10, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. The 7,333,333 private placement warrants held by our Sponsor would have had an aggregate market value of $12,466,666 based upon the closing price of $1.70 per public warrant on the NYSE on August 10, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus;
|
• |
the fact that if the Trust Account is liquidated, including in the event TPG Pace is unable to complete an initial business combination within the required time period, our Sponsor has agreed to indemnify TPG Pace to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which TPG Pace has entered into an acquisition agreement or claims of any third party for services rendered or products sold to TPG Pace, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;
|
• |
the fact that the Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate;
|
• |
the Sponsor and its affiliates can earn a positive rate of return on their investment, even if other TPG Pace shareholders experience a negative rate of return in the post-business combination company; and
|
• |
the terms and provisions of the Related Agreements as set forth in detail under “The Business Combination Agreement and Related Agreements.”
|
• |
Prominence, Predictability, and Flexibility of Delaware Law
|
• |
Well-Established Principles of Corporate Governance
|
• |
Increased Ability to Attract and Retain Qualified Directors
|
|
|
|
experience. To date, we have not experienced difficulty in retaining directors or officers, but directors of public companies are exposed to significant potential liability. Thus, candidates’ familiarity and comfort with Delaware laws—especially those relating to director indemnification (as discussed below)—draw such qualified candidates to Delaware corporations. Our board of directors therefore believes that providing the benefits afforded directors by Delaware law will enable Nerdy Inc. to compete more effectively with other public companies in the recruitment of talented and experienced directors and officers. Moreover, Delaware’s vast body of law on the fiduciary duties of directors provides appropriate protection for our stockholders from possible abuses by directors and officers.
|
Existing Governing Documents
|
Proposed Governing Documents
|
|||
Authorized Shares
(
Governing Documents
Proposal A
|
The share capital under the Existing Governing Documents is US $22,100 divided into (i) 200,000,000 Class A ordinary shares, par value US $0.0001 per share, (ii) 20,000,000 Class F ordinary shares, par value US $0.0001 per share, and (iii) and 1,000,000 preference shares, par value US $0.0001 per share. |
The Proposed Governing Documents authorize (i) shares of Class A common stock, par value $0.0001 per share, of Nerdy Inc., (ii) shares of Class F common stock, par value $0.0001 per share, of Nerdy Inc., (iii) shares of Class B common stock, par value $0.0001 per share, of Nerdy Inc., in order to provide for our
“Up-C”
structure and (iv) shares of preferred stock, par value $0.0001 per share, of Nerdy Inc.
|
||
See paragraph 5 of our Memorandum of Association.
|
See Article Fourth, Section 1 of the Proposed Certificate of Incorporation.
|
|||
Authorize the Board of Directors to Issue Preferred Stock Without
Stockholder Consent
(
Governing Documents
Proposal B
|
The Existing Governing Documents authorize the issuance of 1,000,000 preference shares with such designation, rights and preferences as may be determined | The Proposed Governing Documents authorize the Nerdy Inc. Board to issue any or all shares of Nerdy Inc. Preferred Stock in one or more classes or |
Existing Governing Documents
|
Proposed Governing Documents
|
|||
from time to time by our board of directors. Accordingly, our board of directors is empowered under the Existing Governing Documents, without shareholder approval, to issue preference shares with dividend, liquidation, redemption, voting or other rights which could adversely affect the voting power or other rights of the holders of ordinary shares. | series and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as the Nerdy Inc. Board may determine. | |||
See Article 3.1 of our Articles of Association.
|
See Article First of the Proposed Certificate of Incorporation.
|
|||
Stockholders’ Agreement
(
Governing Documents
Proposal C
|
The Existing Governing Documents do not state that the Certificate of Incorporation may be subject to a stockholders’ agreement. | The Proposed Governing Documents will provide that certain provisions of the Certificate of Incorporation are subject to the Stockholders’ Agreement. | ||
Section 2.9 of the Proposed Bylaws
|
||||
Action by Written Consent in Lieu of Meeting
(
Governing Documents
Proposal D
|
The Existing Governing Documents allow for action by written resolution. | The Proposed Governing Documents will remove the ability of Nerdy Inc. stockholders to take action by written consent in lieu of a meeting. | ||
See Article 22.3 of our Articles of Association and the definition of “Ordinary Resolution” thereto.
|
See Section 2.14 of the Proposed Bylaws.
|
|||
Director Removal from Office
(
Governing Documents
Proposal E
|
The Existing Governing Documents allow for removal of directors with or without cause.
See Article 29.3 of our Articles of Association.
|
The Proposed Governing Documents will provide that any director or the entire board of directors of Nerdy Inc. may be removed from office, but only for cause and only by the affirmative vote of the holders of a majority of the then-outstanding shares of stock of Nerdy Inc. entitled to vote generally for the election of directors. | ||
See Section 3.10 of the Proposed Bylaws.
|
||||
Corporate Name
(
Governing Documents
Proposal F
|
The Existing Governing Documents provide the name of the company is “TPG Pace Tech Opportunities Corp.” | The Proposed Governing Documents will provide that the name of the corporation will be “Nerdy Inc.” | ||
See Paragraph 1 of our Memorandum of Association.
|
See Article First of the Proposed Certificate of Incorporation.
|
|||
Perpetual Existence
(
Governing Documents
Proposal F
|
The Existing Governing Documents provide that if we do not consummate a business | The Proposed Governing Documents do not include any provisions relating to Nerdy Inc.’s |
Existing Governing Documents
|
Proposed Governing Documents
|
|||
combination (as defined in the Existing Governing Documents) by October 9, 2022 (twenty-fourth months after the closing of the TPG Pace IPO), TPG Pace will cease all operations except for the purposes of winding up and will redeem the shares issued in the TPG Pace IPO and liquidate its trust account. | ongoing existence; the default under the DGCL will make Nerdy Inc.’s existence perpetual. | |||
See Article 49.7 of our Articles of Association.
|
||||
Exclusive Forum
(
Governing Documents
Proposal F
|
The Existing Governing Documents do not contain a provision adopting an exclusive forum for certain shareholder litigation. | The Proposed Governing Documents adopt Delaware as the exclusive forum for certain stockholder litigation and the United States Federal District Courts as the exclusive forum for litigation arising out of the federal securities laws. | ||
See Article Eleventh of the Proposed Certificate of Incorporation.
|
||||
Provisions Related to Status as Blank Check Company
(
Governing Documents
Proposal F
|
The Existing Governing Documents set forth various provisions related to our status as a blank check company prior to the consummation of a business combination. | The Proposed Governing Documents do not include such provisions related to our status as a blank check company, which no longer will apply upon consummation of the Business Combination, as we will cease to be a blank check company at such time. |
• |
Class I: Charles Cohn (a Cohn Director Designee), who will also serve as New Nerdy’s Chief Executive Officer, and Greg Mrva (TPG Pace’s President and the Sponsor Director Designee)
|
• |
Class II: Rob Hutter (Learn Director Designee) and Christopher (Woody) Marshall (TCV Director Designee)
|
• |
Class III: Catherine Beaudoin (a Cohn Director Designee), Erik Blachford (a Cohn Director Designee), and Kathleen Philips (the Mutual Director)
|
• |
banks, insurance companies, or other financial institutions;
|
• |
tax-exempt
or governmental organizations;
|
• |
“qualified foreign pension funds” as defined in Section 897(l)(2) of the Code (or any entities all of the interests of which are held by a qualified foreign pension fund);
|
• |
dealers in securities or foreign currencies;
|
• |
persons whose functional currency is not the U.S. dollar;
|
• |
traders in securities that use the
mark-to-market
|
• |
“controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax;
|
• |
partnerships or other pass-through entities for U.S. federal income tax purposes or holders of interests therein;
|
• |
persons deemed to sell TPG Pace Public Securities or Nerdy Securities under the constructive sale provisions of the Code;
|
• |
persons that acquired TPG Pace Public Securities or Nerdy Securities through the exercise of employee stock options or otherwise as compensation or through a
tax-qualified
retirement plan;
|
• |
persons that hold TPG Pace Public Securities or Nerdy Securities as part of a straddle, appreciated financial position, synthetic security, hedge, conversion transaction, or other integrated investment or risk reduction transaction;
|
• |
certain former citizens or long-term residents of the United States;
|
• |
except as specifically provided below, persons that actually or constructively hold 5% or more (by vote or value) of any class of shares of TPG Pace or Nerdy Inc.;
|
• |
holders of Founder Shares, private placement warrants, forward purchase warrants, Nerdy Inc. private placement warrants and Nerdy Inc. forward purchase warrants; and
|
• |
the TPG Pace Initial Shareholders, TPG Pace Sponsor, and TPG Pace’s or Nerdy Inc.’s officers or directors.
|
• |
an individual who is a citizen or resident of the United States;
|
• |
a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia;
|
• |
an estate the income of which is subject to U.S. federal income tax regardless of its source; or
|
• |
a trust (i) the administration of which is subject to the primary supervision of a U.S. court and which has one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) who have the authority to control all substantial decisions of the trust or (ii) that has made a valid election under applicable U.S. Treasury regulations to be treated as a United States person.
|
• |
TPG Pace should be treated (i) as having transferred all of its assets and liabilities to Nerdy Inc. in exchange for all of the outstanding common stock and warrants of Nerdy Inc., and then (ii) as having distributed the common stock and warrants of Nerdy Inc. to the shareholders and warrant holders of TPG Pace in liquidation of TPG Pace, and the taxable year of TPG Pace should end on the date of the Domestication;
|
• |
subject to certain rules discussed under “
—U.S. Federal Income Taxation of U.S. Holders—Effects of Section
367(b)
—U.S. Federal Income Taxation of U.S. Holders—Passive Foreign Investment Company Rules
|
• |
subject to certain rules discussed under “
—U.S. Federal Income Taxation of U.S. Holders—Passive Foreign Investment Company Rules
|
• |
the holding period for a share of Class A Common Stock or a Nerdy Inc. Warrant, as applicable, received by a U.S. Holder should include such U.S. Holder’s holding period for the Class A Share or TPG Pace Public Warrant surrendered in exchange therefor.
|
• |
the U.S. Holder’s gain would be allocated ratably over the U.S. Holder’s aggregate holding period for such U.S. Holder’s Class A Shares or TPG Pace Public Warrants;
|
• |
the amount of gain allocated to the U.S. Holder’s taxable year in which the U.S. Holder realized the gain, or to the portion of the U.S. Holder’s holding period prior to the first day of TPG Pace’s taxable year in which TPG Pace was a PFIC, would be taxed as ordinary income; and
|
• |
the amount of gain allocated to each of the other taxable years (or portions thereof) of the U.S. Holder would be subject to tax at the highest rate of tax in effect for the U.S. Holder for that year, and an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year (or portion thereof).
|
• |
the
Non-U.S.
Holder is an individual who is present in the United States for a period or periods aggregating 183 days or more during the calendar year in which the sale or disposition occurs and certain other conditions are met;
|
• |
the gain is effectively connected with a trade or business conducted by the
Non-U.S.
Holder in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment maintained by the
Non-U.S.
Holder in the United States); or
|
• |
Class A Common Stock and Nerdy Inc. warrants constitute United States real property interests by reason of Nerdy Inc.’s status as a “United States real property holding corporation” (a “USRPHC”) for U.S. federal income tax purposes and as a result such gain is treated as effectively connected with a trade or business conducted by the
Non-U.S.
Holder in the United States.
|
No Redemption Scenario |
Illustrative Redemption
Scenario |
Maximum Redemption
Scenario |
||||||||||||||||||||||
Shares | % | Shares | % | Shares | % | |||||||||||||||||||
TPG Pace Public Stockholders
|
45,000,000 | 26.4 | % | 22,500,000 | 14.2 | % | — | — | % | |||||||||||||||
Nerdy equity and unitholders
|
86,184,678 | 50.7 | % | 97,500,000 | 61.3 | % | 120,000,000 | 75.5 | % | |||||||||||||||
Sponsor and its affiliates
|
10,552,200 | 6.2 | % | 10,552,200 | 6.6 | % | 10,552,200 | 6.6 | % | |||||||||||||||
PIPE Investors
|
15,000,000 | 8.8 | % | 15,000,000 | 9.4 | % | 15,000,000 | 9.4 | % | |||||||||||||||
Forward purchase agreement investors
|
13,447,800 | 7.9 | % | 13,447,800 | 8.5 | % | 13,447,800 | 8.5 | % | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Closing shares
|
170,184,678 | 100.0 | % | 159,000,000 | 100.0 | % | 159,000,000 | 100.0 | % | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
• |
Assuming No Redemptions:
|
• |
Illustrative Redemption
|
• |
Maximum Redemptions:
|
No Redemption Scenario
|
||||||||||||||||||||||||
TPG Pace Tech
Opportunities Corp. (Historical) |
Nerdy
(Historical) |
Reclassification
Adjustments |
Transaction
Accounting Adjustments (Assuming no redemptions) |
Notes
|
Pro Forma
Combined (Assuming no redemptions) |
|||||||||||||||||||
Assets
|
||||||||||||||||||||||||
Current assets
|
||||||||||||||||||||||||
Cash and cash equivalents
|
$ | 1,122 | $ | 14,718 | $ | — | $ | 450,020 | (A) | $ | 285,767 | |||||||||||||
150,000 | (B) | |||||||||||||||||||||||
150,000 | (C) | |||||||||||||||||||||||
(388,153 | ) | (E) | ||||||||||||||||||||||
(15,750 | ) | (F) | ||||||||||||||||||||||
(5,389 | ) | (G) | ||||||||||||||||||||||
(27,459 | ) | (H) | ||||||||||||||||||||||
(41,342 | ) | (I) | ||||||||||||||||||||||
(2,000 | ) | (T) | ||||||||||||||||||||||
Accounts receivable, net
|
— | 1,442 | — | — | 1,442 | |||||||||||||||||||
Prepaid expenses
|
241 | 1,032 | — | — | 1,273 | |||||||||||||||||||
Other current assets
|
— | 1,224 | — | — | 1,224 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total current assets
|
1,363 | 18,416 | — | 269,927 | 289,706 | |||||||||||||||||||
Fixed assets, net
|
— | 9,864 | — | — | 9,864 | |||||||||||||||||||
Goodwill
|
— | 5,717 | — | — | 5,717 | |||||||||||||||||||
Intangible assets, net
|
— | 8,035 | — | — | 8,035 | |||||||||||||||||||
Other assets
|
— | 1,154 | — | — | 1,154 | |||||||||||||||||||
Deferred issuance costs
|
— | 2,278 | — | (2,278 | ) | (U) | — | |||||||||||||||||
Deferred tax assets
|
— | — | — | — | (J) | — | ||||||||||||||||||
Investments held in Trust Account
|
450,020 | — | — | (450,020 | ) | (A) | — | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total assets
|
451,383 | 45,464 | — | (182,371 | ) | 314,476 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Liabilities redeemable preferred units, and members’ Equity
|
||||||||||||||||||||||||
Current liabilities
|
||||||||||||||||||||||||
Accounts payable
|
$ | — | $ | 5,243 | $ | — | $ | (598 | ) | (G) | $ | 4,645 | ||||||||||||
Other current liabilities
|
— | 6,127 | 4,717 | (4,791 | ) | (G) | 6,053 | |||||||||||||||||
Promissory note
|
— | — | — | — | (I) | — | ||||||||||||||||||
Deferred revenue
|
— | 17,695 | — | — | 17,695 | |||||||||||||||||||
Accrued professional fees and other expenses
|
4,717 | — | (4,717 | ) | — | — | ||||||||||||||||||
Note payable to Sponsor
|
2,000 | — | — | (2,000 | ) | (T) | ||||||||||||||||||
Derivative liabilities
|
34,773 | — | — | (940 | ) | (S) | 33,833 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total current liabilities
|
41,490 | 29,065 | — | (8,329) | 62,226 | |||||||||||||||||||
Other liabilities
|
— | 1,452 | — | 1,452 | ||||||||||||||||||||
Long-term debt, net
|
— | 39,620 | — | (39,620 | ) | (I) | — | |||||||||||||||||
Tax receivable agreement liability
|
— | — | — | — | (K) | — | ||||||||||||||||||
Deferred underwriting commissions
|
15,750 | — | — | (15,750 | ) | (F) | — | |||||||||||||||||
Earnout liability
|
— | — | — | 60,022 | (M) | 60,022 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total liabilities
|
57,240 | 70,137 | — | (3,677) | 123,700 | |||||||||||||||||||
Commitments and Contingencies
|
||||||||||||||||||||||||
Redeemable shares
|
||||||||||||||||||||||||
TPG Pace Class A ordinary shares subject to redemption - 45,000,000 as of June 30, 2021, at a redemption value of $10.00 per share
|
450,020 | — | — | (450,020 | ) | (N) | — | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total redeemable shares
|
450,020 | — | — | (450,020) | — |
No Redemption Scenario
|
||||||||||||||||||||||
TPG Pace Tech
Opportunities Corp. (Historical) |
Nerdy
(Historical) |
Reclassification
Adjustments |
Transaction
Accounting Adjustments (Assuming no redemptions) |
Notes
|
Pro Forma
Combined (Assuming no redemptions) |
|||||||||||||||||
Redeemable preferred units
|
||||||||||||||||||||||
Nerdy Class B Redeemable Preferred Units, no par value - 40,499,299 units authorized, issued and outstanding as of June 30, 2021
|
— | 259,638 | — | (259,638 | ) | (E) | — | |||||||||||||||
Nerdy Class C Redeemable Preferred Units, no par value - 18,586,623 units authorized, issued and outstanding as of June 30, 2021
|
— | 119,158 | — | (119,158 | ) | (E) | — | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total redeemable preferred units
|
— | 378,796 | — | (378,796) | — | |||||||||||||||||
Stockholders’ equity
|
||||||||||||||||||||||
Nerdy Class A Preferred Units, no par value - 7,906,980 units authorized, issued and outstanding as of June 30, 2021
|
— | 3,309 | — | (3,309) | (E) | |||||||||||||||||
Nerdy
Class A-1
Preferred Units, no par value - 7,822,681 units authorized, issued and outstanding as of June 30, 2021
|
— | 3,398 | — | (3,398) | (E) | |||||||||||||||||
Nerdy Common units, $0.000001 par value - 85,564,605 units authorized, issued and outstanding as of June 30, 2021
|
— | 86 | — | (86) | (E) | |||||||||||||||||
Nerdy Class A ordinary shares, $0.0001 par value - 200,000,000 shares authorized; 2,046,599 shares issued and outstanding as of June 30, 2021
|
— | — | — | — | ||||||||||||||||||
TPG Pace Class F ordinary shares, $0.0001 par value - 20,000,000 shares authorized, 11,250,000 shares issued and outstanding as of June 30, 2021
|
1 | — | — | (1) | (Q) | — | ||||||||||||||||
Noncontrolling interest
|
— | — | — | 76,965 | (O) | 76,965 | ||||||||||||||||
Class A common shares
|
1 | (B) | 5 | |||||||||||||||||||
1 | (C) | |||||||||||||||||||||
2 | (E) | |||||||||||||||||||||
1 | (Q) | |||||||||||||||||||||
Class B common shares
|
7 | (E) | 7 | |||||||||||||||||||
Additional
paid-in
capital
|
7,837 | 149,999 | (B) | 559,991 | ||||||||||||||||||
149,999 | (C) | |||||||||||||||||||||
(388,153 | ) | (E) | ||||||||||||||||||||
(26,459 | ) | (H) | ||||||||||||||||||||
450,020 | (N) | |||||||||||||||||||||
385,589 | (E) | |||||||||||||||||||||
(9 | ) | (E) | ||||||||||||||||||||
(76,825 | ) | (O) | ||||||||||||||||||||
(55,878 | ) | (P) | ||||||||||||||||||||
25,231 | (R) | |||||||||||||||||||||
(60,022 | ) | (M) | ||||||||||||||||||||
940 | (S) | |||||||||||||||||||||
(2,278 | ) | (U) | ||||||||||||||||||||
Accumulated deficit
|
(55,878 | ) | (418,445 | ) | (1,000 | ) | (H) | (446,398 | ) |
No Redemption Scenario
|
||||||||||||||||||||||
TPG Pace Tech
Opportunities Corp. (Historical) |
Nerdy
(Historical) |
Reclassification
Adjustments |
Transaction
Accounting Adjustments (Assuming no redemptions) |
Notes
|
Pro Forma
Combined (Assuming no redemptions) |
|||||||||||||||||
(1,722 | ) | (I) | ||||||||||||||||||||
55,878 | (P) | |||||||||||||||||||||
(25,231 | ) | (R) | ||||||||||||||||||||
Accumulated other comprehensive loss
|
— | 346 | (140 | ) | (O) | 206 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total members’ equity
|
(55,877 | ) | (403,469 | ) | — | 650,122 | 190,776 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total liabilities, redeemable shares, redeemable preferred units, and members’ equity
|
$ | 451,383 | $ | 45,464 | $ | — | $ | (182,371 | ) | $ | 314,476 | |||||||||||
|
|
|
|
|
|
|
|
|
|
Illustrative Redemption Scenario
|
||||||||||||||||||||||||
TPG Pace Tech
Opportunities Corp. (Historical) |
Nerdy
(Historical) |
Reclassification
Adjustments |
Transaction
Accounting Adjustments (Assuming Illustrative redemptions) |
Notes
|
Pro Forma
Combined (Assuming Illustrative redemptions) |
|||||||||||||||||||
Assets
|
||||||||||||||||||||||||
Current assets
|
||||||||||||||||||||||||
Cash and cash equivalents
|
$ | 1,122 | $ | 14,718 | $— | $ | 225,010 | (D) | $ | 181,775 | ||||||||||||||
150,000 | (B) | |||||||||||||||||||||||
150,000 | (C) | |||||||||||||||||||||||
(275,010 | ) | (E) | ||||||||||||||||||||||
(7,875 | ) | (F) | ||||||||||||||||||||||
(5,389 | ) | (G) | ||||||||||||||||||||||
(27,459 | ) | (H) | ||||||||||||||||||||||
(41,342 | ) | (I) | ||||||||||||||||||||||
(2,000 | ) | (T) | ||||||||||||||||||||||
Accounts receivable, net
|
— | 1,442 | — | — | 1,442 | |||||||||||||||||||
Prepaid expenses
|
241 | 1,032 | — | — | 1,273 | |||||||||||||||||||
Other current assets
|
— | 1,224 | — | — | 1,224 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total current assets
|
1,363 | 18,416 | — | 165,935 | 185,714 | |||||||||||||||||||
Fixed assets, net
|
— | 9,864 | — | — | 9,864 | |||||||||||||||||||
Goodwill
|
— | 5,717 | — | — | 5,717 | |||||||||||||||||||
Intangible assets, net
|
— | 8,035 | — | — | 8,035 | |||||||||||||||||||
Other assets
|
— | 1,154 | — | — | 1,154 | |||||||||||||||||||
Deferred issuance costs
|
— | 2,278 | — | (2,278) | (U) | — | ||||||||||||||||||
Deferred tax assets
|
— | — | — | — | (J) | — | ||||||||||||||||||
Investments held in Trust Account
|
450,020 | — | — | (450,020) | (D) | — | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total assets
|
451,383 | 45,464 | — | (286,363) | 210,484 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Liabilities redeemable preferred units, and members’ Equity
|
||||||||||||||||||||||||
Current liabilities
|
||||||||||||||||||||||||
Accounts payable
|
$— | $5,243 | $— | $(598) | (G) | $4,645 | ||||||||||||||||||
Other current liabilities
|
— | 6,127 | 4,717 | (4,791) | (G) | 6,053 | ||||||||||||||||||
Promissory note
|
— | — | — | — | (I) | — | ||||||||||||||||||
Deferred revenue
|
— | 17,695 | — | — | 17,695 | |||||||||||||||||||
Accrued professional fees and other expenses
|
4,717 | — | (4,717) | — | — | |||||||||||||||||||
Note payable to Sponsor
|
2,000 | — | — | (2,000) | (T) | |||||||||||||||||||
Derivative liabilities
|
34,773 | — | — | (940) | (S) | 33,833 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total current liabilities
|
41,490 | 29,065 | — | (8,329) | 62,226 | |||||||||||||||||||
Other liabilities
|
— | 1,452 | — | — | 1,452 | |||||||||||||||||||
Long-term debt, net
|
— | 39,620 | — | (39,620) | (I) | — | ||||||||||||||||||
Tax receivable agreement liability
|
— | — | — | — | (L) | — | ||||||||||||||||||
Deferred underwriting commissions
|
15,750 | — | — | (15,750) | (F) | — | ||||||||||||||||||
Earnout liability
|
— | — | — | 60,022 | (M) | 60,022 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total liabilities
|
57,240 | 70,137 | — | (3,677) | 123,700 | |||||||||||||||||||
Commitments and Contingencies
|
||||||||||||||||||||||||
Redeemable shares
|
||||||||||||||||||||||||
TPG Pace Class A ordinary shares subject to redemption - 45,000,000 as of June 30, 2021, at a redemption value of $10.00 per share
|
450,020 | — | — | (450,020) | (N) | — | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total redeemable shares
|
450,020 | — | — | (450,020) | — | |||||||||||||||||||
Redeemable preferred units
|
||||||||||||||||||||||||
Nerdy Class B Redeemable Preferred Units, no par value - 40,499,299 units authorized, issued and outstanding as of June 30, 2021
|
— | 259,638 | — | (259,638) | (E) |
Illustrative Redemption Scenario
|
||||||||||||||||||||||
TPG Pace Tech
Opportunities Corp. (Historical) |
Nerdy
(Historical) |
Reclassification
Adjustments |
Transaction
Accounting Adjustments (Assuming Illustrative redemptions) |
Notes
|
Pro Forma
Combined (Assuming Illustrative redemptions) |
|||||||||||||||||
Nerdy Class C Redeemable Preferred Units, no par value - 18,586,623 units authorized, issued and outstanding as of June 30, 2021
|
— | 119,158 | — | (119,158) | (E) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total redeemable preferred units
|
— | 378,796 | — | (378,796) | ||||||||||||||||||
Stockholders’ equity
|
||||||||||||||||||||||
Nerdy Class A Preferred Units, no par value - 7,906,980 units authorized, issued and outstanding as of June 30, 2021
|
— | 3,309 | — | (3,309 | ) | (E) | ||||||||||||||||
Nerdy
Class A-1
Preferred Units, no par value - 7,822,681 units authorized, issued and outstanding as of June 30, 2021
|
— | 3,398 | — | (3,398 | ) | (E) | ||||||||||||||||
Nerdy Common units, $0.000001 par value - 85,564,605 units authorized, issued and outstanding as of June 30, 2021
|
— | 86 | — | (86 | ) | (E) | ||||||||||||||||
Nerdy Class A ordinary shares, $0.0001 par value - 200,000,000 shares authorized; 2,046,599 shares issued and outstanding as of June 30, 2021
|
— | — | — | — | ||||||||||||||||||
TPG Pace Class F ordinary shares, $0.0001 par value - 20,000,000 shares authorized, 11,250,000 shares issued and outstanding as of June 30, 2021
|
1 | — | — | (1 | ) | (Q) | — | |||||||||||||||
Noncontrolling interest
|
— | — | — | 43,179 | (O) | 43,179 | ||||||||||||||||
Class A common shares
|
1 | (B) | 5 | |||||||||||||||||||
1 | (C) | |||||||||||||||||||||
2 | (E) | |||||||||||||||||||||
1 | (Q) | |||||||||||||||||||||
Class B common shares
|
7 | (E) | 7 | |||||||||||||||||||
Additional
paid-in
capital
|
7,837 | 149,999 | (B) | 489,817 | ||||||||||||||||||
149,999 | (C) | |||||||||||||||||||||
(275,010 | ) | (E) | ||||||||||||||||||||
(26,458 | ) | (H) | ||||||||||||||||||||
450,020 | (N) | |||||||||||||||||||||
385,589 | (E) | |||||||||||||||||||||
(10 | ) | (E) | ||||||||||||||||||||
(43,007 | ) | (O) | ||||||||||||||||||||
(55,878 | ) | (P) | ||||||||||||||||||||
25,231 | (R) | |||||||||||||||||||||
(60,022 | ) | (M) | ||||||||||||||||||||
(225,010 | ) | (D) | ||||||||||||||||||||
7,875 | (F) | |||||||||||||||||||||
940 | (S) | |||||||||||||||||||||
(2,278 | ) | (U) | ||||||||||||||||||||
Accumulated deficit
|
(55,878 | ) | (418,445 | ) | (1,000 | ) | (H) | (446,398 | ) | |||||||||||||
(1,722 | ) | (I) | ||||||||||||||||||||
55,878 | (P) | |||||||||||||||||||||
(25,231 | ) | (R) | ||||||||||||||||||||
Accumulated other comprehensive loss
|
— | 346 | (172 | ) | (O) | 174 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total members’ equity
|
(55,877 | ) | (403,469 | ) | — | 546,130 | 86,784 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total liabilities, redeemable shares, redeemable preferred units, and members’ equity
|
$ | 451,383 | $ | 45,464 | $ | — | $ | (286,363 | ) | $ | 210,484 | |||||||||||
|
|
|
|
|
|
|
|
|
|
Maximum Redemption Scenario
|
||||||||||||||||
TPG Pace
Tech Opportunities Corp. (Historical) |
Transaction
Accounting Adjustments (Assuming Maximum redemptions) |
Notes
|
Pro Forma
(Assuming Maximum redemptions) |
|||||||||||||
Assets
|
||||||||||||||||
Current assets
|
||||||||||||||||
Cash and cash equivalents
|
$ | 1,122 | $ | 150,000 | (KK) | $ | 37 | |||||||||
150,000 | (LL) | |||||||||||||||
(283,000 | ) | (NN) | ||||||||||||||
(4,717 | ) | (PP) | ||||||||||||||
(11,368 | ) | (QQ) | ||||||||||||||
(2,000 | ) | (WW) | ||||||||||||||
Accounts receivable, net
|
— | — | — | |||||||||||||
Prepaid expenses
|
241 | — | 241 | |||||||||||||
Other current assets
|
— | — | — | |||||||||||||
|
|
|
|
|
|
|||||||||||
Total current assets
|
1,363 | (1,085 | ) | 278 | ||||||||||||
Fixed assets, net
|
— | — | — | |||||||||||||
Goodwill
|
— | — | — | |||||||||||||
Intangible assets, net
|
— | — | — | |||||||||||||
Other assets
|
— | — | — | |||||||||||||
Deferred issuance costs
|
— | — | — | |||||||||||||
Deferred tax assets
|
— | — | (RR) | — | ||||||||||||
Investments held in Trust Account
|
450,020 | (450,020 | ) | (MM) | — | |||||||||||
Equity method investment
|
— | 283,000 | (NN) | 283,000 | ||||||||||||
|
|
|
|
|
|
|||||||||||
Total assets
|
451,383 | (168,105 | ) | 283,278 | ||||||||||||
|
|
|
|
|
|
|||||||||||
Liabilities redeemable preferred units, and members’ Equity
|
||||||||||||||||
Current liabilities
|
||||||||||||||||
Accounts payable
|
$ | — | $ | — | $ | — | ||||||||||
Other current liabilities
|
— | — | — | |||||||||||||
Promissory note
|
— | — | — | |||||||||||||
Deferred revenue
|
— | — | — | |||||||||||||
Accrued professional fees and other expenses
|
4,717 | (4,717 | ) | (PP) | — | |||||||||||
Note payable to Sponsor
|
2,000 | (2,000 | ) | (WW) | — | |||||||||||
Derivative liabilities
|
34,773 | (940 | ) | (UU) | 33,833 | |||||||||||
|
|
|
|
|
|
|||||||||||
Total current liabilities
|
|
41,490
|
|
(7,657
|
)
|
|
33,833
|
|||||||||
Other liabilities
|
— | — | — | |||||||||||||
Long-term debt, net
|
— | — | — | |||||||||||||
Tax receivable agreement liability
|
— | — | (SS) | — | ||||||||||||
Deferred underwriting commissions
|
15,750 | (15,750 | ) | (OO) | — | |||||||||||
Earnout liability
|
— | 60,022 | (TT) | 30,011 | ||||||||||||
(30,011 | ) | (XX) | ||||||||||||||
|
|
|
|
|
|
|||||||||||
Total liabilities
|
57,240 | 6,604 | 63,844 | |||||||||||||
Commitments and Contingencies
|
||||||||||||||||
Redeemable shares
|
||||||||||||||||
TPG Pace Class A ordinary shares subject to redemption - 45,000,000 as of June 30, 2021, at a redemption value of $10.00 per share
|
450,020 | (450,020 | ) | (MM) | — | |||||||||||
|
|
|
|
|
|
|||||||||||
Total redeemable shares
|
450,020 | (450,020 | ) | — | ||||||||||||
Shareholders’ equity
|
||||||||||||||||
TPG Pace Class F ordinary shares, $0.0001 par value - 20,000,000 shares authorized, 11,250,000 shares issued and outstanding as of June 30, 2021
|
1 | (1 | ) | (VV) | — |
Maximum Redemption Scenario
|
||||||||||||||||
TPG Pace
Tech Opportunities Corp. (Historical) |
Transaction
Accounting Adjustments (Assuming Maximum redemptions) |
Notes
|
Pro Forma
(Assuming Maximum redemptions) |
|||||||||||||
Class A common shares
|
1 | (KK) | 4 | |||||||||||||
1 | (LL) | |||||||||||||||
1 | (XX) | |||||||||||||||
1 | (VV) | |||||||||||||||
Additional
paid-in
capital
|
149,999 | (KK) | 384,879 | |||||||||||||
149,999 | (LL) | |||||||||||||||
15,750 | (OO) | |||||||||||||||
(60,022 | ) | (TT) | ||||||||||||||
30,011 | (XX) | |||||||||||||||
940 | (UU) | |||||||||||||||
(8,500 | ) | (QQ) | ||||||||||||||
106,702 | (XX) | |||||||||||||||
Accumulated deficit
|
(55,878 | ) | (106,703 | ) | (XX) | |||||||||||
(2,868 | ) | (QQ) | (165,449 | ) | ||||||||||||
Accumulated other comprehensive loss
|
— | — | — | |||||||||||||
|
|
|
|
|
|
|||||||||||
Total members’ equity
|
(55,877 | ) | 275,311 | 219,434 | ||||||||||||
|
|
|
|
|
|
|||||||||||
Total liabilities, redeemable shares and shareholders’ equity
|
$ | 451,383 | $ | (168,105 | ) | $ | 283,278 | |||||||||
|
|
|
|
|
|
No Redemption Scenario
|
||||||||||||||||||||||||
TPG Pace Tech
Opportunities Corp. (Historical) |
Nerdy
(Historical) |
Reclassification
Adjustments |
Transaction
Accounting Adjustments (Assuming no redemptions) |
Notes
|
Pro Forma
Combined (Assuming no redemptions) |
|||||||||||||||||||
Revenue
|
$ | — | $ | 67,351 | $ | — | $ | — | $ | 67,351 | ||||||||||||||
Cost of revenue
|
— | 22,705 | — | — | 22,705 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Gross Profit
|
— | 44,646 | — | — | 44,646 | |||||||||||||||||||
Sales and marketing expenses
|
— | 28,747 | — | 28,747 | ||||||||||||||||||||
Professional fees and other expenses
|
5,632 | — | (5,632 | ) | — | — | ||||||||||||||||||
General and administrative expenses
|
— | 27,772 | 5,632 | 12,906 | (V) | 46,310 | ||||||||||||||||||
Change in fair value of derivatives
|
(24,763 | ) | — | 17,030 | (W) | (7,733 | ) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Operating income (loss)
|
19,131 | (11,873 | ) | — | (29,936 | ) | (22,678 | ) | ||||||||||||||||
Interest expense (income)
|
(14 | ) | 2,502 | — | (2,460 | ) | (X) | 42 | ||||||||||||||||
14 | (Y) | |||||||||||||||||||||||
Other expense (income), net
|
— | 82 | — | — | 82 | |||||||||||||||||||
Gain on extinguishment of debt
|
— | (8,395 | ) | — | — | (8,395 | ) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Income (loss) before income taxes
|
19,145 | (6,062 | ) | — | (27,490 | ) | (14,407 | ) | ||||||||||||||||
Income tax benefit
|
— | — | — | — | (Z) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net income (loss)
|
19,145 | (6,062 | ) | — | (27,490 | ) | (14,407 | ) | ||||||||||||||||
Net loss attributable to noncontrolling interest
|
— | — | — | (5,810 | ) | (AA) | (5,810 | ) | ||||||||||||||||
Net loss attributable to Nerdy, Inc.
|
$ | 19,145 | $ | (6,062 | ) | $ | — | $ | (21,680 | ) | $ | (8,597 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net loss per ordinary share
|
||||||||||||||||||||||||
Class A ordinary shares - basic and diluted
|
$ | 0.34 | (BB) | $ | (0.08 | ) | ||||||||||||||||||
Class F ordinary shares - basic and diluted
|
$ | 0.34 | $ | — | ||||||||||||||||||||
Weighted average shares outstanding
|
||||||||||||||||||||||||
Class A ordinary shares - basic and diluted
|
45,000,000 | 101,526,296 | ||||||||||||||||||||||
Class F ordinary shares - basic and diluted
|
11,250,000 | — |
Illustrative Redemption Scenario
|
||||||||||||||||||||||||
TPG Pace Tech
Opportunities Corp. (Historical) |
Nerdy
(Historical) |
Reclassification
Adjustments |
Transaction
Accounting Adjustments (Assuming Illustrative redemptions) |
Notes
|
Pro Forma
Combined (Assuming Illustrative redemptions) |
|||||||||||||||||||
Revenue
|
$ | — | $ | 67,351 | $ | — | $ | — | $ | 67,351 | ||||||||||||||
Cost of revenue
|
— | 22,705 | — | — | 22,705 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Gross Profit
|
— | 44,646 | — | — | 44,646 | |||||||||||||||||||
Sales and marketing expenses
|
— | 28,747 | — | 28,747 | ||||||||||||||||||||
Professional fees and other expenses
|
5,632 | — | (5,632 | ) | — | — | ||||||||||||||||||
General and administrative expenses
|
— | 27,772 | 5,632 | 12,906 | (V) | 46,310 | ||||||||||||||||||
Change in fair value of derivatives
|
(24,763 | ) | — | 17,030 | (W) | (7,733 | ) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Operating income (loss)
|
19,131 | (11,873 | ) | — | (29,936 | ) | (22,678 | ) | ||||||||||||||||
Interest expense (income)
|
(14 | ) | 2,502 | — | (2,460 | ) | (X) | 42 | ||||||||||||||||
14 | (Y) | |||||||||||||||||||||||
Other expense (income), net
|
— | 82 | — | — | 82 | |||||||||||||||||||
Gain on extinguishment of debt
|
— | (8,395 | ) | — | — | (8,395 | ) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Income (loss) before income taxes
|
19,145 | (6,062 | ) | — | (27,490 | ) | (14,407 | ) | ||||||||||||||||
Income tax benefit
|
— | — | — | — | (Z) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net income (loss)
|
19,145 | (6,062 | ) | — | (27,490 | ) | (14,407 | ) | ||||||||||||||||
Net loss attributable to noncontrolling interest
|
— | — | — | (7,171 | ) | (AA) | (7,171 | ) | ||||||||||||||||
Net loss attributable to Nerdy, Inc.
|
$ | 19,145 | $ | (6,062 | ) | $ | — | $ | (20,319 | ) | $ | (7,236 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net loss per ordinary share
|
||||||||||||||||||||||||
Class A ordinary shares - basic and diluted
|
$ | 0.34 | (BB) | $ | (0.09 | ) | ||||||||||||||||||
Class F ordinary shares - basic and diluted
|
$ | 0.34 | $ | — | ||||||||||||||||||||
Weighted average shares outstanding
|
||||||||||||||||||||||||
Class A ordinary shares - basic and diluted
|
45,000,000 | 79,890,072 | ||||||||||||||||||||||
Class F ordinary shares - basic and diluted
|
11,250,000 | — |
Maximum Redemption Scenario
|
||||||||||||||||
TPG Pace Tech
Opportunities Corp. (Historical) |
Transaction
Accounting Adjustments (Assuming Maximum redemptions) |
Notes
|
Pro Forma
(Assuming Maximum redemptions) |
|||||||||||||
Revenue
|
$ | — | $ | — | $ | — | ||||||||||
Cost of revenue
|
— | — | — | |||||||||||||
|
|
|
|
|
|
|||||||||||
Gross Profit
|
— | — | — | |||||||||||||
Sales and marketing expenses
|
— | — | — | |||||||||||||
Professional fees and other expenses
|
5,632 | 2,868 | (YY) | 8,500 | ||||||||||||
General and administrative expenses
|
— | — | ||||||||||||||
Change in fair value of derivatives
|
(24,763 | ) | 17,030 | (ZZ) | (7,733 | ) | ||||||||||
Loss on equity method investment
|
— | — | (AAA) | — | ||||||||||||
|
|
|
|
|
|
|||||||||||
Operating income (loss)
|
19,131 | (19,898 | ) | (767 | ) | |||||||||||
Interest expense (income)
|
(14 | ) | 14 | (BBB) | — | |||||||||||
Other expense (income), net
|
— | — | — | |||||||||||||
Gain on extinguishment of debt
|
— | — | — | |||||||||||||
|
|
|
|
|
|
|||||||||||
Income (loss) before income taxes
|
19,145 | (19,912 | ) | (767 | ) | |||||||||||
Income tax benefit
|
— | — | (CCC) | |||||||||||||
|
|
|
|
|
|
|||||||||||
Net income (loss)
|
$ | 19,145 | $ | (19,912 | ) | $ | (767 | ) | ||||||||
|
|
|
|
|
|
|||||||||||
Net loss per ordinary share
|
||||||||||||||||
Class A ordinary shares - basic and diluted
|
$ | 0.34 | (DDD) | $ | (0.01 | ) | ||||||||||
Class F ordinary shares - basic and diluted
|
$ | 0.34 | (DDD) | $ | — | |||||||||||
Weighted average shares outstanding
|
||||||||||||||||
Class A ordinary shares - basic and diluted
|
45,000,000 | 59,102,747 | ||||||||||||||
Class F ordinary shares - basic and diluted
|
11,250,000 | — |
No Redemption Scenario
|
||||||||||||||||||||||
TPG Pace Tech
Opportunities Corp. (Historical) |
Nerdy
(Historical) |
Reclassification
Adjustments |
Transaction
Accounting Adjustments (Assuming no redemptions) |
Notes
|
Pro Forma
Combined (Assuming no redemptions) |
|||||||||||||||||
Revenue
|
$ | — | $ | 103,968 | $ | — | $ | — | $ | 103,968 | ||||||||||||
Cost of revenue
|
— | 34,834 | — | — | 34,834 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Gross Profit
|
— | 69,134 | — | — | 69,134 | |||||||||||||||||
Sales and marketing expenses
|
— | 43,838 | — | 43,838 | ||||||||||||||||||
Professional fees and other expenses
|
1,396 | — | (1,396 | ) | — | — | ||||||||||||||||
General and administrative expenses
|
— | 43,231 | 1,396 | 38,482 | (CC) | 83,109 | ||||||||||||||||
Change in fair value of derivatives
|
31,927 | — | (17,970 | ) | (DD) | 13,957 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Operating income (loss)
|
(33,323 | ) | (17,935 | ) | — | (20,512 | ) | (71,770 | ) | |||||||||||||
Interest expense (income)
|
(6 | ) | 4,904 | — | (4,844 | ) | (EE) | 54 | ||||||||||||||
1,947 | (FF) | 1,947 | ||||||||||||||||||||
6 | (GG) | 6 | ||||||||||||||||||||
Other expense (income), net
|
— | 1,824 | — | — | 1,824 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Loss before income taxes
|
(33,317 | ) | (24,663 | ) | — | (17,621 | ) | (75,601 | ) | |||||||||||||
Income tax benefit
|
— | — | — | — | (HH) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net loss
|
(33,317 | ) | (24,663 | ) | — | (17,621 | ) | (75,601 | ) | |||||||||||||
Net loss attributable to noncontrolling interest
|
— | — | — | (30,497 | ) | (II) | (30,497 | ) | ||||||||||||||
Net loss attributable to Nerdy, Inc.
|
$ | (33,317 | ) | $ | (24,663 | ) | $ | — | $ | 12,876 | $ | (45,104 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net loss per ordinary share
|
||||||||||||||||||||||
Class A ordinary shares - basic and diluted
|
$ | (2.58 | ) | (JJ) | $ | (0.44 | ) | |||||||||||||||
Class F ordinary shares - basic and diluted
|
$ | (0.37 | ) | $ | — | |||||||||||||||||
Weighted average shares outstanding
|
||||||||||||||||||||||
Class A ordinary shares - basic and diluted
|
10,327,869 | 101,526,296 | ||||||||||||||||||||
Class F ordinary shares - basic and diluted
|
18,050,376 | — |
Illustrative Redemption Scenario
|
||||||||||||||||||||||
TPG Pace Tech
Opportunities Corp. (Historical) |
Nerdy
(Historical) |
Reclassification
Adjustments |
Transaction
Accounting Adjustments (Assuming Illustrative redemptions) |
Notes
|
Pro Forma
Combined (Assuming Illustrative redemptions) |
|||||||||||||||||
Revenue
|
$ | — | $ | 103,968 | $ | — | $ | — | $ | 103,968 | ||||||||||||
Cost of revenue
|
— | 34,834 | — | — | 34,834 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Gross Profit
|
— | 69,134 | — | — | 69,134 | |||||||||||||||||
Sales and marketing expenses
|
— | 43,838 | — | 43,838 | ||||||||||||||||||
Professional fees and other expenses
|
1,396 | — | (1,396 | ) | — | — | ||||||||||||||||
General and administrative expenses
|
— | 43,231 | 1,396 | 38,482 | (CC) | 83,109 | ||||||||||||||||
Change in fair value of derivatives
|
31,927 | — | (17,970 | ) | (DD) | 13,957 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Operating income (loss)
|
(33,323 | ) | (17,935 | ) | — | (20,512 | ) | (71,770 | ) | |||||||||||||
Interest expense (income)
|
(6 | ) | 4,904 | — | (4,844 | ) | (EE) | 54 | ||||||||||||||
1,947 | (FF) | 1,947 | ||||||||||||||||||||
6 | (GG) | 6 | ||||||||||||||||||||
Other expense (income), net
|
— | 1,824 | — | — | 1,824 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Loss before income taxes
|
(33,317 | ) | (24,663 | ) | — | (17,621 | ) | (75,601 | ) | |||||||||||||
Income tax benefit
|
— | — | — | — | (HH) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net loss
|
(33,317 | ) | (24,663 | ) | — | (17,621 | ) | (75,601 | ) | |||||||||||||
Net loss attributable to noncontrolling interest
|
— | — | — | (37,615 | ) | (II) | (37,615 | ) | ||||||||||||||
Net loss attributable to Nerdy, Inc.
|
$ | (33,317 | ) | $ | (24,663 | ) | $ | — | $ | 19,994 | $ | (37,986 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net loss per ordinary share
|
||||||||||||||||||||||
Class A ordinary shares - basic and diluted
|
$ | (2.58 | ) | (JJ) | $ | (0.48 | ) | |||||||||||||||
Class F ordinary shares - basic and diluted
|
$ | (0.37 | ) | $ | — | |||||||||||||||||
Weighted average shares outstanding
|
||||||||||||||||||||||
Class A ordinary shares - basic and diluted
|
10,327,869 | 79,890,072 | ||||||||||||||||||||
Class F ordinary shares - basic and diluted
|
18,050,376 | — |
Maximum Redemption Scenario
|
||||||||||||||
TPG Pace Tech
Opportunities Corp. (Historical) |
Transaction
Accounting Adjustments (Assuming Maximum redemptions) |
Notes
|
Pro Forma
(Assuming Maximum redemptions) |
|||||||||||
Revenue
|
$ | — | $ | — | $ | — | ||||||||
Cost of revenue
|
— | — | — | |||||||||||
|
|
|
|
|
|
|||||||||
Gross Profit
|
— | — | — | |||||||||||
Sales and marketing expenses
|
— | — | — | |||||||||||
Professional fees and other expenses
|
1,396 | 8,500 | (EEE) | 9,896 | ||||||||||
General and administrative expenses
|
— | 123,072 | (FFF) | 123,072 | ||||||||||
Change in fair value of derivatives
|
31,927 | (17,970 | ) | (GGG) | 13,957 | |||||||||
Loss on equity method investments
|
— | — | (HHH) | — | ||||||||||
|
|
|
|
|
|
|||||||||
Operating income (loss)
|
(33,323 | ) | (113,602 | ) | (146,925 | ) | ||||||||
Interest expense (income)
|
(6 | ) | 6 | (III) | — | |||||||||
— | — | |||||||||||||
Other expense (income), net
|
— | — | — | |||||||||||
|
|
|
|
|
|
|||||||||
Loss before income taxes
|
(33,317) | (113,608 | ) | (146,925 | ) | |||||||||
Income tax benefit
|
— | — | (JJJ) | |||||||||||
|
|
|
|
|
|
|||||||||
Net loss
|
$ | (33,317 | ) | $ | (113,608 | ) | $ | (146,925 | ) | |||||
|
|
|
|
|
|
|||||||||
Net loss per ordinary share
|
||||||||||||||
Class A ordinary shares - basic and diluted
|
$ | (2.58 | ) | (KKK) | $ | (2.49 | ) | |||||||
Class F ordinary shares - basic and diluted
|
$ | (0.37 | ) | $ | — | |||||||||
Weighted average shares outstanding
|
||||||||||||||
Class A ordinary shares - basic and diluted
|
10,327,869 | 59,102,747 | ||||||||||||
Class F ordinary shares - basic and diluted
|
18,050,376 | — |
• |
Following the Transaction, Nerdy LLC will be governed by a Board of Managers consisting of five Managers with two managers being designated by the members holding a majority of the then outstanding vested units held by members other than Nerdy Inc.;
|
• |
The
pre-combination
equity holders of Nerdy will hold the majority of, among others, voting rights in Nerdy Inc.;
|
• |
The
pre-combination
equity holders of Nerdy will have the right to appoint the majority of the directors on the Nerdy Inc. Board;
|
• |
Senior management of Nerdy will comprise the senior management of Nerdy Inc.;
|
• |
Operations of Nerdy will comprise the ongoing operations of Nerdy Inc; and
|
• |
Nerdy is significantly larger than TPG Pace in terms of revenue, total assets (excluding cash) and employees.
|
a. |
TPG Pace’s Accrued professional fees and other expenses was reclassified to Other current liabilities on the Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2021. The reclassification has no impact on Total current liabilities.
|
b. |
TPG Pace’s Professional fees and other expenses were reclassified to General and administrative expenses on the Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2020 and the six months ended June 30, 2021. The reclassification had no impact on Operating loss.
|
(A) |
Represents the release of the restricted investments and cash held in the TPG Pace trust account upon consummation of the Transaction at closing under the No Redemption scenario. Accordingly, Cash and cash equivalents increased $450,020 thousand with a corresponding decrease to Investments held in Trust Account.
|
(B) |
Represents the gross proceeds from the issuance, in the PIPE Financing to certain investors of 15,000,000 shares of Class A Common Stock with a par value of $0.01 per share at a price of $10.00 per share. Accordingly, Cash and cash equivalents increased by $150,000 thousand, with a corresponding increase in Class A Common Stock of $1 thousand and $149,999 thousand to Additional
paid-in
capital. Transaction costs incurred related to the PIPE financing are discussed in tickmark (H) below.
|
(C) |
Represents the issuance in the Forward Purchase Agreements to certain investors of 16,116,750 shares of Class A Common Stock with a par value of $0.01 at a blended price of $9.31 per share. Accordingly, Cash and cash equivalents increased by $150,000 thousand, with a corresponding increase in Class A Common Stock of $1 thousand and $149,999 thousand to Additional
paid-in
capital. Transaction costs incurred related to the Forward Purchase Agreements are discussed in tickmark (H), below. In conjunction with the Forward Purchase Arrangements Nerdy Inc. will issue 3,000,000 warrants to purchase Class A common Stock, which are included within the Company’s derivative liabilities.
|
(D) |
Represents the amount paid to TPG Pace shareholders who are assumed to exercise redemption rights under the Illustrative Redemption scenario. Under the Illustrative Redemption scenario 22,500,000 Class A shares would be redeemed for aggregate redemption payments of $225,010 thousand allocated to Additional
paid-in
capital with a par value of $0.01 per share and a redemption price of $10.00 per share with a corresponding decrease to Investments held in Trust Account. The remaining $225,010 of cash held in the trust account is released upon consummation of the transaction at closing. Accordingly, Cash and cash equivalents increased $225,010 with a corresponding decrease to Investments held in Trust Account.
|
(E) |
Represents an exchange of equity interests in Nerdy, including all issued and outstanding Class B Redeemable Preferred Units, Class C Redeemable Preferred Units, Class A Preferred Units,
Class A-1
Preferred Units, and Common Units. Under the No Redemption scenario, in exchange for their equity interests in Nerdy, investors will receive 17,526,296 Class A Shares with a par value of $0.01 per share and 68,658,382 Class B Shares with a par value of $0.01 per share, including shares issued to settle the Companies’ vested PIUs and UARs, as well as the cash consideration payable to Nerdy shareholders of $388,153 thousand. Under the Illustrative Redemption scenario, in exchange for their interest in Nerdy, investors will receive 18,390,072 Class A shares with a par value of $0.01 per share and 79,109,928 Class B shares with a par value of $0.01 per share as well as cash consideration payable to Nerdy shareholders of $275,010 thousand.
|
(amounts in thousands)
|
No Redemption
Scenario
|
Illustrative
Redemption
Scenario
|
||||||
Nerdy Class B Redeemable Preferred Units
|
$ | (259,638 | ) | $ | (259,638 | ) | ||
Nerdy Class C Redeemable Preferred Units
|
(119,158 | ) | (119,158 | ) | ||||
Nerdy Class A Preferred Units
|
(3,309 | ) | (3,309 | ) | ||||
Nerdy
Class A-1
Preferred Units
|
(3,398 | ) | (3,398 | ) | ||||
Nerdy Class A Ordinary shares
|
(86 | ) | (86 | ) | ||||
|
|
|
|
|||||
Retirement of Nerdy LLC ownership interests
|
$ | (385,589 | ) | $ | (385,589 | ) | ||
Cash consideration to Nerdy LLC shareholders
|
$ | 388,153 | $ | 275,010 |
(F) |
Nerdy Inc. Underwriting fees are due based on the number of shares of Nerdy Inc. Class A Common Stock issued to the current holders of TPG Pace Class A Common Stock. Under a No Redemption scenario, $15,750 thousand of deferred underwriting costs will be paid to the underwriters at the closing of the Transaction. Accordingly, the payment results in a decrease to Cash and cash equivalents of $15,750 with a corresponding decrease to Deferred underwriting compensation. In the Illustrative Redemption scenario, only 22,500,000 shares of Class A Common Stock will be issued to the current TPG Pace Class A Stockholders. Accordingly, only half of the underwriting fees will be paid and Deferred underwriting compensation will decrease by $15,750 thousand with a corresponding decrease in Cash and cash equivalents of $7,875 thousand and an increase of $7,875 thousand of Additional
paid-in
capital.
|
(G) |
Represents payment of TPG Pace’s and Nerdy’s accrued transaction expenses of $4,791 thousand and $598 thousand, respectively. Accordingly, Cash and cash equivalents decreased $5,389 thousand, Accounts payable decreased $598 thousand and Other current liabilities decreased by $4,791 thousand. These accrued transaction expenses are for advisor, legal, and accounting costs.
|
(H) |
Reflects the payment of $27,459 thousand of estimated transaction costs at close in connection with the Transaction. Of the total, $3,959 thousand relates to advisory, legal and other fees, $15,000 thousand relates to capital market advisory expenses, $3,000 thousand relates to PIPE fees and $5,500 thousand relates to Forward Purchase Agreement fees. Of these transaction fees $26,459 thousand are expected to be recorded within Additional
paid-in
capital and the remaining $1,000 thousand are expected to be recorded in Accumulated Deficit. These costs exclude amounts accrued in tickmark (G) and amounts which were previously paid and expensed of $6,152 thousand.
|
(I) |
Reflects cash payments to extinguish Nerdy’s existing Loan and Security Agreement in the amount of approximately $41,342 thousand (inclusive of approximately $1,722 thousand of debt extinguishment costs). Accordingly, Cash and cash equivalents decreased by $41,342 thousand with a corresponding decrease in long-term debt of $39,620 thousand and an increase in interest
|
expense of $1,722 thousand which is reflected on the Unaudited Pro Forma Condensed Combined Balance Sheet as an increase in Accumulated Deficit. On July 28, 2021, the Company borrowed an additional $11,000 thousand from the Loan and Security Agreement which will be repaid in conjunction with the extinguishment of the Loan and Security Agreement upon consummation of the Transaction at closing. |
(amounts in thousands)
|
No Redemption
Scenario |
Illustrative
Redemption
Scenario
|
||||||
Repayment of Loan and Security Agreement
|
$ | (39,000 | ) | $ | (39,000 | ) | ||
Payment of accrued
paid-in-kind
|
(392 | ) | (392 | ) | ||||
Payment of accrued end of term charge
|
(548 | ) | (548 | ) | ||||
Write-off
of unamortized debt issuance costs
|
320 | 320 | ||||||
|
|
|
|
|||||
Pro forma decrease in long-term debt
|
$ | (39,620 | ) | $ | (39,620 | ) | ||
Payment of end of term charge
|
$ | (622 | ) | $ | (622 | ) | ||
Payment of early repayment penalty
|
(780 | ) | (780 | ) | ||||
Write-off
of Unamortized debt issuance costs
|
(320 | ) | (320 | ) | ||||
|
|
|
|
|||||
Pro forma debt extinguishment expense
|
$ | (1,722 | ) | $ | (1,722 | ) | ||
Pro forma decrease in cash to extinguish LSA
|
$ | (41,342 | ) | $ | (41,342 | ) |
(J) |
Represents adjustments to reflect applicable deferred tax assets. Under both the No Redemption and Illustrative Redemption scenarios, the Companies’ deferred tax assets are not more likely than not expected to be realized in accordance with ASC 740 - Income Taxes. As such, the Company has reduced the full carrying amount of the deferred tax assets with a valuation allowance under both scenarios. The deferred taxes are primarily related to (1) the tax basis step up in Nerdy, Inc.’s investment in Nerdy, and (2) the Combined Companies’ net loss tax effected at a constant federal income tax rate of 21.0% and a state tax rate of 4.4%; and (3) a valuation allowance of $64,457 thousand and $59,557 thousand in the No Redemption and Illustrative Redemption scenarios, respectively.
|
(K) |
Upon the completion of the Transaction, Nerdy, Inc. will be a party to a tax receivable agreement. Under the terms of that agreement, Nerdy Inc. generally will be required to pay to certain parties to the agreement 85% of the tax savings that Nerdy, Inc. is deemed to realize in certain circumstances as a result of certain tax attributes that exist following the Transaction and that are created thereafter, including as a result of payments made under the Tax Receivable Agreement.
|
(L) |
Assuming no change in the other assumptions, if only 50% of Nerdy Common Units were exchanged (rather than all), immediately following the completion of this offering we would recognize only 50% of the incremental deferred tax asset and
non-current
liability that we would recognize if all of the Nerdy Common Units were exchanged. These amounts are estimates and have been prepared for informational purposes only. The actual amount of deferred tax assets and related liabilities that we may recognize as a result of any such future exchanges will differ based on, among other things: (i) the amount and timing of future exchanges of Nerdy Common Units, and the extent to which such exchanges are taxable; (ii) the price per share of Nerdy, Inc. Class A shares at the time of the exchanges; (iii) the amount and timing of future income against which to offset the tax benefits; and (iv) the tax rates then in effect.
|
(M) |
Reflects the recording of the liability for contingent earnout share consideration due to Nerdy’s equity holders and TPG Pace’s equity holders. These shares are outstanding and participate in any Company dividends, however, earnout shares do not contractually obligate the holders of such shares to participate in losses. These shares are contingently issued to Nerdy and TPG Pace equity holders and will be forfeited if set market share price milestones are not met within a period of 60 months following the Transaction. The Nerdy Earnout Consideration will be deemed to have been earned in the event of a change of control if the change of control occurs within a period of 60 months post Transaction. Due to conditions surrounding the change in control of the earnout agreement, earnout consideration is recorded as a noncurrent liability at the fair market value of the earnout shares of $60,022 thousand with a corresponding decrease to Additional
paid-in
capital.
|
(N) |
Reflects the reclassification of Class A Common Stock subject to possible redemption to permanent equity immediately prior to the Closing. Accordingly, this adjustment reflects a decrease in TPG Pace Class A ordinary shares of $450,020 thousand with a corresponding increase to Additional
paid-in
capital.
|
(O) |
The respective controlling interests and noncontrolling interests in Nerdy as reflected in Nerdy Inc.’s financial statements depend on the level of redemptions. The possible range of controlling interests is
50.2%-59.7%
and the possible range of noncontrolling interests is 49.8% - 40.3%. For purposes of the unaudited pro forma condensed combined financial information, 59.7% controlling interest and 40.3% noncontrolling interests had been used assuming No Redemption scenario. For the Illustrative Redemption scenario, 50.2% controlling interest and 49.8% noncontrolling interest has been applied. Following the Closing of the Transaction, Class A shareholders will own direct controlling interests in the combined results of Nerdy and Nerdy Inc. while the Nerdy unitholders will own an economic interest in Nerdy shown as noncontrolling interest in the financial statements of Nerdy Inc. The indirect economic interests are held by the Nerdy unitholders in the form of Nerdy Common Units that can be redeemed for Class A shares or cash in an amount equal to the fair market value of Class A shares at the option of Nerdy Inc. Exchanges of indirect economic interests for cash are required to be funded by the sale of Class A shares within 5 business days of the Redemption Notice Date. If Nerdy Inc. elects that the redeemed Nerdy Common Units will be settled in cash, the cash used to settle the redemption of the Nerdy Common Units must be funded through a private or public offering of Class A Shares no later than five business days after the Redemption Notice Date.
|
(P) |
Reflects the elimination of TPG Pace’s historical Accumulated deficit of $55,878 thousand.
|
(Q) |
Represents the conversion of TPG Pace Class F shares with a par value of $0.01 per share to Nerdy Inc. Class A Shares with a par value of $0.01 per share.
|
(R) |
Represents expense related to Unit Appreciation Rights (“UARs”) held by Nerdy employees which will be converted into Stock Appreciation Rights (“SARs”) in conjunction with the Transaction. In connection with the transaction, Nerdy will modify these awards to allow for vesting upon the completion of the Transaction subject to the existing service conditions being achieved and as a result the compensation cost will be measured based on the modification date fair value. The $25,231 thousand adjustment is calculated as only the amount of compensation expense for awards that had their service condition achieved as of June 30, 2021, the assumed date of the Transaction for purposes of the pro forma balance sheet. The adjustment does not include any amounts related to unvested awards as of June 30, 2021 since the compensation expense related to unvested awards measured at the Type III modification date is required to be recognized prospectively from the date of the Transaction to the service completion dates.
|
(S) |
Represents the reclassification of the Forward Purchase Agreement (“FPA”) liability to equity. TPG Pace entered into Forward Purchase Agreements with certain investors at the time of its initial public offering that provided (i) Class A shares of Nerdy Inc. at a price of $10.00 per share for 15,000,000 shares and (ii) 3,000,000 warrants to purchase ordinary shares under similar terms as the Company’s private warrants. In conjunction with the consummation of the Transaction, the investors that entered into the Company’s FPA will receive their shares of Class A stock and will retain their warrants. The proceeds from the FPA shares are recorded in tickmark (C). The liability for the FPA shares of $940 thousand will be reclassified to Additional
paid-in
capital.
|
(T) |
Represents the repayment of a note payable which is due on the date of the Transaction. Accordingly, a decrease to Note payable to Sponsor and Cash decreased by $2,000 thousand.
|
(U) |
Represents deferred expenses related to the Company’s
S-4
being netted against proceeds from the Transaction. Accordingly, Deferred issuance costs and Additional
paid-in
capital decreased by $2,278 thousand.
|
(V) |
Represents stock-based compensation expense associated with the historical UAR plan of Nerdy in the amount of $12,906 thousand, which is related to both vested and unvested awards. These awards become exercisable (to the extent previously vested) upon the completion of the Transaction and related modification and will require the recognition of compensation cost as the related performance condition is achieved.
|
(W) |
Represents the
mark-to-market
|
(X) |
Represents the estimated changes in Nerdy’s historical interest expense following the extinguishment of Nerdy’s Loan and Security Agreement in connection with the Transaction. Accordingly, Interest expense (including the amortization of debt issuance costs) decreased $2,460 thousand.
|
(Y) |
Reflects the elimination of investment income on the trust account.
|
(Z) |
TPG Pace is a Cayman Islands exempted company and has received an exemption from the Cayman Islands government that exempts TPG Pace from taxes levied on profits, income, expenses, gains and losses. Immediately prior to the Transaction, TPG Pace will change its jurisdiction of registration by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation registered under the laws of the State of Delaware. Nerdy is a limited liability company and is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a result, it is not liable for U.S. federal or state and local income taxes in most jurisdictions in which Nerdy LLC operates, and the income, expenses, gains and losses are reported on the returns of its members. It is subject to local income tax in certain jurisdictions in which it is not treated like a partnership, where it pays income taxes. Following the Transaction, Nerdy Inc. will be subject to U.S. federal income taxes, in addition to state and local taxes with respect to its allocable share of any taxable income from Nerdy.
|
(AA) |
The net loss of Nerdy Inc. was reduced by the noncontrolling interest ownership indicated in the No Redemption scenario of 40.3% and the Illustrative Redemption scenario of 49.8%.
|
(amounts in thousands)
|
No
Redemption Scenario |
Illustrative
Redemption Scenario |
||||||
Pro forma net loss
|
$ | (14,407 | ) | $ | (14,407 | ) | ||
Noncontrolling interest percentage
|
40.3 | % | 49.8 | % | ||||
Noncontrolling interest pro forma adjustment
|
(5,810 | ) | (7,171 | ) | ||||
|
|
|
|
|||||
Net loss attributable to Nerdy, Inc.
|
$ | (8,597 | ) | $ | (7,236 | ) |
(BB) |
Represents the net loss per share calculated using the weighted average shares outstanding and the issuance of additional Nerdy Inc. shares of Class A Common Stock in connection with the Pro Forma Transactions, assuming that the shares were outstanding since January 1, 2020. As the Pro Forma Transactions are being reflected as if they had occurred at the beginning of the periods presented, the calculation of weighted average shares outstanding for net loss per share assumes that the shares issuable related to the Pro Forma Transactions have been outstanding for the entire period presented.
|
(amounts in thousands, except share and per share amounts)
|
Assuming No
Redemptions |
Assuming
Illustrative Redemptions |
||||||
Pro forma net loss attributable to Nerdy Inc
|
$ | (8,597 | ) | $ | (7,236 | ) | ||
Weighted average Common Stock outstanding, basic and diluted
|
101,526,296 | 79,890,072 | ||||||
Net loss per share of Common Stock, basic and diluted
|
$ | (0.08 | ) | $ | (0.09 | ) | ||
TPG Pace Public Shareholders
|
45,000,000 | 22,500,000 | ||||||
Nerdy Shareholders
|
17,526,296 | 18,390,072 | ||||||
Sponsor and its affiliates (1)
|
10,552,200 | 10,552,200 | ||||||
PIPE Shareholders
|
15,000,000 | 15,000,000 | ||||||
Forward purchase agreement investors (2)
|
13,447,800 | 13,447,800 | ||||||
|
|
|
|
|||||
Pro forma shares outstanding, basic and diluted
|
101,526,296 | 79,890,072 |
(1) |
Amounts also include 2,668,950 shares of Class A Common Stock to be issued to officers and directors of TPG Pace and other affiliates of TPG Pace pursuant to the Forward Purchase Agreements.
|
(2) |
Excludes 2,668,950 shares of Class A Common Stock to be issued to officers and directors of TPG Pace and other affiliates of TPG Pace pursuant to the Forward Purchase Agreements.
|
(CC) |
Represents stock-based compensation expense associated with the historical UAR plan of Nerdy in the amount of $38,482 thousand. which is related to both vested and unvested awards. These awards become exercisable (to the extent previously vested) upon the completion of the Transaction and related modification and will require the recognition of compensation cost as the related performance condition is achieved. Of the $38,482 thousand, $19,962 thousand of stock- based compensation expense is associated with the vested portion of these awards becoming exercisable in conjunction with the Transaction. The additional $18,520 thousand of stock-based compensation expense is related to unvested awards and the portion of requisite service rendered during the year ended December 31, 2020. The actual compensation expense that will be recorded at the time of the completion of the transaction will be based on the amount of awards vested at that date.
|
(DD) |
Represents the
mark-to-market
|
(EE) |
Represents the estimated changes in Nerdy’s historical interest expense following the extinguishment of Nerdy’s Loan and Security Agreement in connection with the Transaction. Accordingly, Interest expense (including the amortization of debt issuance costs) decreased $4,844 thousand.
|
(FF) |
Represents the debt extinguishment expense of $1,947 thousand associated with the payoff of the Loan and Security Agreement.
|
(GG) |
Reflects the elimination of investment income on the trust account.
|
(HH) |
TPG Pace is a Cayman Islands exempted company and has received an exemption from the Cayman Islands government that exempts TPG Pace from taxes levied on profits, income, expenses, gains and losses. Immediately prior to the Transaction, TPG Pace will change its jurisdiction of registration by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation registered under the laws of the State of Delaware. Nerdy is a limited liability company and is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a result, it is not liable for U.S. federal or state and local income taxes in most jurisdictions in which Nerdy LLC operates, and the income, expenses, gains and losses are reported on the returns of its members. It is subject to local income tax in certain jurisdictions in which it is not treated like a partnership, where it pays income taxes. Following the Transaction, Nerdy Inc. will be subject to U.S. federal income taxes, in addition to state and local taxes with respect to its allocable share of any taxable income from Nerdy.
|
(II) |
The net loss of Nerdy Inc. was reduced by the noncontrolling interest ownership indicated in the No Redemption scenario of 40.3% and the Illustrative Redemption scenario of 49.8%.
|
(amounts in thousands)
|
No Redemption
Scenario |
Illustrative
Redemption Scenario |
||||||
Pro forma net loss
|
$ | (75,601 | ) | $ | (75,601 | ) | ||
Noncontrolling interest percentage
|
40.3 | % | 49.8 | % | ||||
Noncontrolling interest pro forma adjustment
|
(30,497 | ) | (37,615 | ) | ||||
|
|
|
|
|||||
Net loss attributable to Nerdy, Inc.
|
$ | (45,104 | ) | $ | (37,986 | ) |
(JJ) |
Represents the net loss per share calculated using the weighted average shares outstanding and the issuance of additional Nerdy Inc. shares of Class A Common Stock in connection with the Pro Forma Transactions, assuming that the shares were outstanding since January 1, 2020. As the Pro Forma Transactions are being reflected as if they had occurred at the beginning of the periods presented, the calculation of weighted average shares outstanding for net loss per share assumes that the shares issuable related to the Pro Forma Transactions have been outstanding for the entire period presented.
|
(amounts in thousands, except share and per share amounts)
|
Assuming No
Redemptions |
Assuming
Illustrative Redemptions |
||||||
Pro forma net loss attributable to Nerdy Inc.
|
$ | (45,104 | ) | $ | (37,986 | ) | ||
Weighted average Common Stock outstanding, basic and diluted
|
101,526,296 | 79,890,072 | ||||||
Net loss per share of Common Stock, basic and diluted
|
$ | (0.44 | ) | $ | (0.48 | ) | ||
TPG Pace Public Shareholders
|
45,000,000 | 22,500,000 | ||||||
Nerdy Shareholders
|
17,526,296 | 18,390,072 |
Sponsor and its affiliates (1)
|
10,552,200 | 10,552,200 | ||||||
PIPE Shareholders
|
15,000,000 | 15,000,000 | ||||||
Forward purchase agreement investors (2)
|
13,447,800 | 13,447,800 | ||||||
|
|
|
|
|||||
Pro forma shares outstanding, basic and diluted
|
101,526,296 | 79,890,072 |
(1) |
Amounts also include 2,668,950 shares of Class A Common Stock to be issued to officers and directors of TPG Pace and other affiliates of TPG Pace pursuant to the Forward Purchase Agreements.
|
(2) |
Excludes 2,668,950 shares of Class A Common Stock to be issued to officers and directors of TPG Pace and other affiliates of TPG Pace pursuant to the Forward Purchase Agreements.
|
(KK) |
Represents the gross proceeds from the issuance, in the PIPE Financing to certain investors of 15,000,000 shares of Class A Common Stock with a par value of $0.01 per share at a price of $10.00 per share. Accordingly, Cash and cash equivalents increased by $150,000 thousand, with a corresponding increase in Class A Common Stock of $1 thousand and $149,999 thousand to Additional
paid-in
capital.
|
(LL) |
Represents the issuance in the Forward Purchase Agreements to certain investors of 16,116,750 shares of Class A Common Stock with a par value of $0.01 at a blended price of $9.31 per share. Accordingly, Cash and cash equivalents increased by $150,000 thousand, with a corresponding increase in Class A Common Stock of $1 thousand and $149,999 thousand to Additional
paid-in
capital. In conjunction with the Forward Purchase Arrangements Nerdy Inc. will issue 3,000,000 warrants to purchase Class A common Stock which are included within the Company’s derivative liabilities.
|
(MM) |
Represents the amount paid to TPG Pace shareholders who are assumed to exercise redemption rights under the Maximum Redemption scenario. Under the Maximum Redemption scenario all 45,000,000 Class A shares would be redeemed for aggregate redemption payments of $450,020 thousand allocated to Redeemable preferred units with a corresponding decrease to Investments held in Trust Account.
|
(NN) |
Represents consideration paid for the equity method investment in Nerdy LLC of $283,000 thousand in conjunction with the issuance of the Class A shares for the PIPE Investment and the Forward Purchase Agreement. This includes the $261,000 thousand cash paid to Nerdy LLC in return for the equity method investment, and $22,000 thousand of costs incurred by Nerdy LLC that will be reimbursed by TPG Pace as part of the Transaction. These payments represent consideration paid by Nerdy Inc. for 38.1% of the outstanding voting securities in Nerdy LLC.
|
Although TPG Pace will not have a controlling voting interest in Nerdy LLC, the interest is sufficient to demonstrate significant influence over the operating and financial policies of Nerdy LLC. |
(OO) |
Nerdy Inc. underwriting fees are due based on the number of shares of Nerdy Inc. Class A Common Stock issued to the current holders of TPG Pace Class A Common Stock. Under a Maximum Redemption scenario, no deferred underwriting costs will be paid to the underwriters at the closing of the Transaction. Accordingly, Deferred underwriting compensation will decrease by $15,750 thousand with a corresponding increase in Additional
paid-in
capital.
|
(PP) |
Represents payment of TPG Pace’s accrued transaction expenses of $4,717 thousand. Accordingly, Cash and cash equivalents decreased $4,717 thousand and Other current liabilities decreased by $4,717 thousand.
|
(QQ) |
Represents the payment of estimated transaction expenses in connection with the Transaction. The Company estimates that TPG Pace will pay a total of $17,000 thousand of transaction costs, $915 thousand of which have been paid as of June 30, 2021. Remaining transaction expenses to be paid include $8,500 thousand of costs which are expected to be netted against deal proceeds within Additional
paid-in
capital, and $2,868 thousand of those costs are expected to be charged to Accumulated deficit in addition to the $4,717 thousand of costs which were previously expensed and are currently accrued as discussed in tickmark (PP).
|
(RR) |
Represents adjustments to reflect applicable deferred tax assets. The Company’s deferred tax assets are not more likely than not expected to be realized in accordance with ASC 740 - Income Taxes. As such, the Company has reduced the full carrying amount of the deferred tax assets with a valuation allowance under both scenarios. The deferred taxes are primarily related to (1) the tax basis step up in Nerdy, Inc.’s investment in Nerdy, and (2) the Companies’ net loss tax effected at a constant federal income tax rate of 21.0% and a state tax rate of 4.4%; and (3) a valuation allowance of $2,127 thousand in the Maximum Redemption scenario.
|
(SS) |
Upon the completion of the Transaction, Nerdy, Inc. will be a party to a tax receivable agreement. Under the terms of that agreement, Nerdy Inc. generally will be required to pay to certain parties to the agreement 85% of the tax savings that Nerdy, Inc. is deemed to realize in certain circumstances as a result of certain tax attributes that exist following the Transaction and that are created thereafter, including as a result of payments made under the Tax Receivable Agreement.
|
(TT) |
Reflects the recording of the liability for contingent earnout share consideration due to Nerdy’s equity holders and TPG Pace’s equity holders. These shares are outstanding and participate in any Company dividends, however, earnout shares do not contractually obligate the holders of such shares to participate in losses. These shares are contingently issued to Nerdy and TPG Pace equity holders and will be forfeited if set market share price milestones are not met within a period of 60 months following the Transaction. The Nerdy Earnout Consideration will be deemed to have been earned in the event of a change of control if the change of control occurs within a period of 60 months post Transaction. Due to conditions surrounding the change in control of the earnout agreement, earnout consideration is recorded as a noncurrent liability at the fair market value of the earnout shares of $60,022 thousand with a corresponding decrease to Additional
paid-in
capital.
|
(UU) |
Represents the reclassification of the derivative liability related to the Forward Purchase Agreement shares to equity; the FPA warrants will retain their liability classification until exercised. TPG Pace entered into Forward Purchase Agreements with certain investors at the time of its initial public offering that provided (i) 15,000,000 Class A shares of Nerdy Inc. at a price of $10.00 per share and (ii) 3,000,000 warrants to purchase ordinary shares under similar terms as the Company’s private warrants. In conjunction with the consummation of the transaction, the investors that entered into the Company’s FPA will receive their shares of Class A stock and will retain their warrants. The proceeds from the FPA shares are recorded in tickmark (LL). The liability for the Class A shares under the FPA of $940 thousand will be recorded within Additional
paid-in
capital.
|
(VV) |
Represents the conversion of TPG Pace Class F shares with a par value of $0.01 per share to Nerdy Inc. Class A Shares with a par value of $0.01 per share.
|
(WW) |
Represents the repayment of a note payable which is due on the date of the Transaction. Accordingly, a decrease to Note payable to Sponsor and Cash decreased by $2,000 thousand.
|
(XX) |
TPG Pace holds Founder shares which will vest and convert into Class A shares upon the consummation of the Transaction and the satisfaction of a service condition through the date of the Transaction. Of the 11,723,250 Founder Shares, 4,000,000 are included within the Sponsor Earnout. Due to the nature of the conditions assigned to these shares, they are accounted for as stock-based compensation. In conjunction with the vesting of these awards, they will be modified and will be revalued as of the date of the modification. Upon their modification, the TPG Pace Founder shares not subject to the Earnout Agreement are valued at $106,703 thousand and the Earnout shares are valued at $30,011 thousand. These expenses are included in General and administrative expenses and recorded in Additional paid in capital and Accumulated deficit.
|
(YY) |
Represents fees incurred in conjunction with the Transaction.
|
(ZZ) |
Represents the
mark-to-market
marked-to-market.
|
(AAA) |
The Company’s current expected treatment for the equity method investment in Nerdy LLC is to elect the fair value option as permitted under ASC 825:
Financial Instruments
marked-to-market
mark-to-market
mark-to-market
mark-to-market
mark-to-market
|
(BBB) |
Reflects the elimination of investment income on the trust account.
|
(CCC) |
TPG Pace is a Cayman Islands exempted company and has received an exemption from the Cayman Islands government that exempts TPG Pace from taxes levied on profits, income, expenses, gains and losses. Immediately prior to the Transaction, TPG Pace will change its jurisdiction of registration by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation registered under the laws of the State of Delaware. Following the Transaction, Nerdy Inc. will be subject to U.S. federal income taxes.
|
(DDD) |
Represents the net loss per share calculated using the weighted average shares outstanding and the issuance of additional Nerdy Inc. shares of Class A Common Stock in connection with the Pro Forma Transactions, assuming that the shares were outstanding since January 1, 2020. As the Pro Forma Transactions are being reflected as if they had occurred at the beginning of the periods presented, the calculation of weighted average shares outstanding for net loss per share assumes that the shares issuable related to the Pro Forma Transactions have been outstanding for the entire period presented. As the Company is in a net loss under the Maximum Redemption scenario, the inclusion of warrants would be anti-dilutive.
|
(EEE) |
Represents expenses incurred in conjunction with the Transaction.
|
(FFF) |
TPG Pace holds Founder shares which will vest and convert into Class A shares upon the consummation of the Transaction and the satisfaction of a service condition through the date of
|
the Transaction. Of the 11,723,250 Founder Shares, 4,000,000 are included within the Sponsor Earnout. Due to the nature of the conditions assigned to these shares, they are accounted for as stock-based compensation. In conjunction with the vesting of these awards, they will be modified and will be revalued as of the date of the modification. Upon their modification, the TPG Pace Founder shares not subject to the Earnout Agreement are valued at $85,728 thousand and the Earnout shares are valued at $37,344 thousand. The stock-based compensation expense of $123,072 thousand is recorded in General and administrative expenses. |
(GGG) |
Represents the
mark-to-market
marked-to-market.
|
(HHH) |
The Company’s current expected treatment for the equity method investment in Nerdy LLC is to elect the fair value option as permitted under ASC 825:
Financial Instruments
marked-to-market
mark-to-market
mark-to-market
mark-to-market
mark-to-market
|
(III) |
Reflects the elimination of investment income on the trust account.
|
(JJJ) |
TPG Pace is a Cayman Islands exempted company and has received an exemption from the Cayman Islands government that exempts TPG Pace from taxes levied on profits, income, expenses, gains and losses. Immediately prior to the Transaction, TPG Pace will change its jurisdiction of registration by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation registered under the laws of the State of Delaware. Following the Transaction, Nerdy Inc. will be subject to U.S. federal income taxes.
|
(KKK) |
Represents the net loss per share calculated using the weighted average shares outstanding and the issuance of additional Nerdy Inc. shares of Class A Common Stock in connection with the Pro Forma Transactions, assuming that the shares were outstanding since January 1, 2020. As the Pro Forma Transactions are being reflected as if they had occurred at the beginning of the periods presented, the calculation of weighted average shares outstanding for net loss per share assumes that the shares issuable related to the Pro Forma Transactions have been outstanding for the entire period presented. As the Company is in a net loss under the Maximum Redemption scenario, the inclusion of warrants would be anti-dilutive.
|
• |
prior to the consummation of a business combination, TPG Pace shall either (i) seek shareholder approval of the business combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the Trust Account, including interest, which interest shall be net of taxes payable, or (ii) provide public shareholders with the opportunity to tender their shares to TPG Pace by means of a tender offer, and thereby avoid the need for a shareholder vote, for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, including interest, which interest shall be net of taxes payable, in each case subject to the limitations described herein;
|
• |
TPG Pace will consummate a business combination only if it has net tangible assets of at least $5,000,001 upon such consummation and, solely if TPG Pace seeks shareholder approval, a majority of the outstanding TPG Pace Ordinary Shares voted are voted in favor of the business combination;
|
• |
if TPG Pace’s business combination is not consummated by October 9, 2022, then TPG Pace will liquidate and distribute all funds held in the Trust Account to its public shareholders; and
|
• |
prior to a business combination, TPG Pace may not issue additional TPG Pace Ordinary Shares that would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote on any business combination.
|
• |
the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by TPG Pace;
|
• |
pre-approving
all audit and
non-audit
services to be provided by the independent auditors or any other registered public accounting firm engaged by TPG Pace, and establishing
pre-approval
policies and procedures;
|
• |
reviewing and discussing with the independent auditors all relationships the auditors have with TPG Pace in order to evaluate their continued independence;
|
• |
setting clear hiring policies for employees or former employees of the independent auditors;
|
• |
setting clear policies for audit partner rotation in compliance with applicable laws and regulations;
|
• |
obtaining and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditor’s internal quality-control procedures and (ii) any material issues raised by the most
|
recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within, the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;
|
• |
reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation
S-K
promulgated by the SEC prior to TPG Pace entering into such transaction; and
|
• |
reviewing with management, the independent auditors, and TPG Pace’s legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding TPG Pace’s financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.
|
• |
reviewing and approving on an annual basis the corporate goals and objectives relevant to TPG Pace’s Chief Executive Officer’s compensation, evaluating TPG Pace’s Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration, if any, of TPG Pace’s Chief Executive Officer’s based on such evaluation;
|
• |
reviewing and approving the compensation of all of TPG Pace’s other executive officers;
|
• |
reviewing TPG Pace’s executive compensation policies and plans;
|
• |
adopting TPG Pace’s incentive compensation equity-based remuneration plans;
|
• |
assisting management in complying with TPG Pace’s proxy statement and annual report disclosure requirements;
|
• |
producing a report on executive compensation to be included in TPG Pace’s annual proxy statement; and
|
• |
reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.
|
• |
A copy of the compensation committee charter is available on TPG Pace’s website at
https://www.tpg.com/story/tpg-pace-tech-opportunities-corporate-documents
|
• |
identifying, screening and reviewing individuals qualified to serve as directors and recommending to the TPG Pace Board candidates for nomination for appointment at the annual general meeting or to fill vacancies on the TPG Pace Board;
|
• |
developing, recommending to the TPG Pace Board and reviewing the effectiveness of TPG Pace’s corporate governance guidelines;
|
• |
coordinating and overseeing the annual self-evaluation of the TPG Pace Board, its committees, individual directors and management in the governance of the company; and
|
• |
reviewing on a regular basis TPG Pace’s overall corporate governance and recommending improvements as and when necessary.
|
• |
A copy of the nominating and corporate governance committee charter is available on TPG Pace’s website at
https://www.tpg.com/story/tpg-pace-tech-opportunities-corporate-documents
|
• |
duty to act in good faith in what the director or officer believes to be the best interests of the company as a whole;
|
• |
duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;
|
• |
duty not to improperly fetter the exercise of future discretion;
|
• |
duty to exercise powers fairly as between different sections of shareholders;
|
• |
duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and
|
• |
duty to exercise independent judgment.
|
• |
None of the TPG Pace officers or directors is required to commit his or her full time to TPG Pace’s affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities.
|
• |
In the course of their other business activities, TPG Pace’s officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to TPG Pace, as well as the other entities with which they are affiliated. TPG Pace’s management may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
|
• |
The TPG Pace Initial Shareholders, officers and directors have agreed to waive their redemption rights with respect to Founder Shares and Class A Shares held in connection with the consummation of a business combination. Additionally, the TPG Pace Initial Shareholders, officers and directors have agreed to waive their redemption rights with respect to their Founder Shares if TPG Pace fails to consummate a business combination by October 9, 2022. If TPG Pace does not complete a business combination within such applicable time period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of public shares, and the Private Placement Warrants will expire worthless. With certain limited exceptions, the Founder Shares will not be transferable, assignable or salable by TPG Pace Sponsor until the earlier of (i) one year after the completion of a business combination and (ii) the date on which TPG Pace consummates a liquidation, merger, share exchange, reorganization, or other similar transaction after a business combination that results in all of TPG Pace’s shareholders having the right to exchange their TPG Pace Ordinary Shares for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of TPG Pace Ordinary Shares equal or exceed $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any
30-trading
day period commencing at least 150 days after a business combination, the Founder Shares will be released from the
lock-up.
With certain limited exceptions, the Private Placement Warrants and the underlying TPG Pace Ordinary Shares, will not be transferable, assignable or salable by TPG Pace Sponsor until 30 days after the completion of a business combination. Since TPG Pace Sponsor and officers and directors directly or indirectly own 20% of the TPG Pace Ordinary Shares and all of the Private Placement Warrants, TPG Pace’s officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate a business combination.
|
• |
TPG Pace’s officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to a business combination.
|
Individual
|
Entity
|
Entity’s Business
|
Affiliation
|
|||
Karl Peterson
|
Accel Entertainment, Inc. | Gaming | Chairman and Director | |||
Playa Hotels and Resorts B.V. | Resorts | Director | ||||
TPG Global, LLC (and affiliated entities) | Alternative Investment Manager | Partner | ||||
Sabre Corporation and related entites | Technology | Director | ||||
TPG Pace Beneficial Finance Corp. | Investment | Non-Executive Chairman and Director (1) | ||||
TPG Pace Beneficial II Corp. | Investment | Non-Executive Chairman and Director (1) | ||||
TPG Pace Tech Opportunities II Corp. | Investment | Non-Executive Chairman and Director (1) | ||||
TPG Pace Solutions Corp. | Investment | Non-Executive Chairman and Director (1) | ||||
David Bonderman
|
Allogene Therapeutics, Inc. | Biotechnology | Director | |||
TPG Global, LLC (and affiliated entities) | Alternative Investment Manager | Chairman | ||||
TPG Pace Beneficial Finance Corp. | Investment | Director | ||||
TPG Pace Tech Opportunities II Corp. | Investment | Director (2) | ||||
TPG Pace Solutions Corp. | Investment | Director (2) | ||||
Julie Hong Clayton
|
TPG Global, LLC (and affiliated entities) | Alternative Investment Manager | Partner | |||
TPG Pace Tech Opportunities II Corp. | Investment | Director (3) | ||||
TPG Pace Solutions Corp. | Investment | Director (3) | ||||
Chad Leat
|
Midcap Financial, PLC | Commercial Lending | Director | |||
J. Crew Group Inc. | Retail | Director | ||||
Norwegian Cruise Line Holding Ltd. | Travel | Director | ||||
TPG Pace Beneficial Finance Corp. | Investment | Director | ||||
TPG Pace Beneficial II Corp. | Investment | Director (4) | ||||
TPG Pace Tech Opportunities II Corp. | Investment | Director (4) | ||||
Kathleen Philips
|
Accel Entertainment, Inc. | Gaming | Director | |||
TPG Pace Beneficial Finance Corp | Investment | Director | ||||
TPG Pace Tech Opportunities II Corp. | Investment | Director (5) | ||||
TPG Pace Solutions Corp. | Investment | Director (5) |
Individual
|
Entity
|
Entity’s Business
|
Affiliation
|
|||
Wendi Sturgis
|
Container Store Group, Inc. | Retail | Director | |||
Yext Europe | Technology | Chief Executive Officer | ||||
TPG Pace Tech Opportunities II Corp. | Investment | Director (6) | ||||
TPG Pace Solutions Corp. | Investment | Director (6) | ||||
Kneeland Youngblood
|
Mallinckrodt Pharmaceuticals | Pharmaceutical | Director | |||
Pharos Capital Group, LLC | Alternative Investment Manager | Officer | ||||
TPG Pace Beneficial Finance Corp | Investment | Director | ||||
TPG Pace Beneficial II Corp. | Investment | Director (7) | ||||
TPG Pace Solutions Corp. | Investment | Director (7) | ||||
Greg Mrva
|
TPG Pace Tech Opportunities II Corp. | Investment | President (8) | |||
Martin Davidson
|
TPG Global, LLC (and affiliated entities) | Alternative Investment Manager | Partner and Chief Accounting Officer | |||
TPG Pace Beneficial Finance Corp | Investment | Chief Financial Officer | ||||
TPG Pace Beneficial II Corp. | Investment | Chief Financial Officer (9) | ||||
TPG Pace Tech Opportunities II Corp. | Investment | Chief Financial Officer (9) | ||||
TPG Pace Solutions Corp. | Investment | Chief Financial Officer (9) | ||||
Eduardo Tamraz
|
TPG Global, LLC (and affiliated entities) | Alternative Investment Manager | Principal | |||
TPG Pace Beneficial Finance Corp | Investment | Secretary | ||||
TPG Pace Beneficial II Corp. | Investment | Secretary (10) | ||||
TPG Pace Tech Opportunities II Corp. | Investment | EVP of Corporate Development, Secretary (10) | ||||
TPG Pace Solutions Corp. | Investment | President (10) |
(1) |
Karl Peterson is expected to serve as member of the Board of Directors of Pace Beneficial II, Pace Tech Opportunities II, and Pace Solutions, upon completion of their respective offerings.
|
(2) |
David Bonderman is expected to serve as a member of the Board of Directors of Pace Tech Opportunities II and Pace Solutions, upon completion of its offering.
|
(3) |
Julie Hong Clayton is expected to serve as member of the Board of Directors of Pace Tech Opportunities II and Pace Solutions, upon completion of its offering.
|
(4) |
Chad Leat is expected to serve as a member of the Board of Directors of Pace Beneficial II and Pace Tech Opportunities II, upon completion of its offering.
|
(5) |
Kathleen Philips is expected to serve as a member of the Board of Directors of Pace Tech Opportunities II and Pace Solutions, upon completion of its offering.
|
(6) |
Wendi Sturgis is expected to serve as a member of the Board of Directors of Pace Tech Opportunities II and Pace Solutions, upon completion of its offering.
|
(7) |
Kneeland Youngblood is expected to serve as a member of the Board of Directors of Pace Beneficial II and Pace Tech Opportunities II, upon completion of its offering.
|
(8) |
Greg Mrva is expected to serve as the President of Pace Tech Opportunities II, upon completion of its offering.
|
(9) |
Martin Davidson is expected to serve as the Chief Financial Officer of Pace Beneficial II, Pace Tech Opportunities II, and Pace Solutions, upon completion of their respective offerings.
|
(10) |
Eduardo Tamraz is expected to serve as the President of Pace Solutions, EVP of Corporate Development and Secretary of Pace Tech Opportunities II, and Secretary of Pace Beneficial II, upon completion of their respective offerings.
|
• |
each person known by TPG Pace to be the beneficial owner of more than 5% of the outstanding TPG Pace Ordinary Shares;
|
• |
each of TPG Pace’s executive officers and directors; and
|
• |
all of TPG Pace’s executive officers and directors as a group.
|
Name and Address of Beneficial Owners (1)
|
Number of Shares
|
%
|
||||||
TPG Pace Tech Opportunities Sponsor, Series LLC (2)(5)
|
11,090,000 | 19.6 | % | |||||
Light Street Capital Management, LLC (3)
|
4,700,000 | 10.4 | % | |||||
Millennium Management LLC (4)
|
3,298,518 | 7.3 | % | |||||
Karl Peterson (2)(5)
|
11,090,000 | 19.6 | % | |||||
David Bonderman (2)(5)
|
11,090,000 | 19.6 | % | |||||
Julie Hong Clayton
|
— | * | ||||||
Chad Leat (2)
|
40,000 | * | ||||||
Kathleen Philips (2)
|
40,000 | * | ||||||
Wendi Sturgis (2)
|
40,000 | * | ||||||
Kneeland Youngblood (2)
|
40,000 | * | ||||||
Greg Mrva
|
— | * | ||||||
Martin Davidson
|
— | * | ||||||
Eduardo Tamraz
|
— | * | ||||||
All executive officers and directors as a group (10 individuals)
|
11,250,000 | 20 | % |
* |
Less than 1%.
|
(1) |
Unless otherwise noted, the business address of each of the following entities or individuals is 301 Commerce St., Suite 3300 Fort Worth, Texas 76102.
|
(2) |
Prior to the Business Combination, interests shown consist solely of Class F Shares, which will convert into shares of Class A Common Stock in conjunction with the Business Combination on a
one-for-one
|
(3) |
The information in the table above is based on a Schedule 13G (the “Light Street 13G”) filed with the SEC on October 19, 2020 by Light Street Capital Management, LLC (“LSCM”). According to the Light Street 13G, LSCM holds the Class A Shares reported therein for the accounts of, and serves as investment adviser and general partner to, Light Street Mercury Master Fund, L.P. (“Mercury”), which beneficially owns and has shared voting and dispositive power over 4,500,000 Class A Shares. Glen Thomas Kacher serves as the Chief Investment Officer of LSCM. Each of LSCM, as the investment advisor and general partner to Mercury, and Mr. Kacher as the Chief Investment Officer of LSCM may be deemed to have beneficial ownership of the securities beneficially owned by Mercury. The address of the business office of each of LSCM, Mercury and Mr. Kacher is 525 University Avenue, Suite 300, Palo Alto, CA 94301.
|
(4) |
The information in the table above is based on a Schedule 13G (the “Millennium 13G”) filed with the SEC on January 27, 2021 by Millennium Group Management LLC (“MGM”). According to the Millennium 13G, Integrated Core Strategies (US) LLC (“Integrated Core Strategies”) beneficially owned 1,470,000 Class A Shares, Riverview Group LLC (“Riverview Group”) beneficially owned 1,000,000 Class A Shares and ICS Opportunities, Ltd. (“ICS Opportunities”) beneficially owned 828,518 Class A Shares. MGM is the general partner of Millennium Management LLC (“Millennium Management”), which is the general partner of Integrated Core Strategies, Riverview Group and ICS Opportunities. Israel A. Englander is the sole voting trustee of MGM. The address of the business office of each of Mr. Englander, MGM, Millennium Management, Integrated Core Strategies, Riverview Group and ICS Opportunities is 666 Fifth Avenue New York, New York 10103.
|
(5) |
Represents interests directly held by the Sponsor. The managing member of the Sponsor is TPG Pace Governance, LLC, a Cayman Islands limited liability company, which is controlled by a committee whose members are David Bonderman, James G. Coulter and Karl Peterson. Messrs. Bonderman, Coulter and Peterson may therefore be deemed to beneficially own the shares held by the Sponsor. Messrs. Bonderman, Coulter and Peterson disclaim beneficial ownership of the shares held by TPG Pace Sponsor, except to the extent of their pecuniary interest therein.
|
• |
cash borrowings of $2,000,000 due to the Sponsor on a non-interest bearing promissory note dated March 29, 2021 for up to $7,000,000 as of June 30, 2021. The promissory note terminates, with any outstanding balance due, upon the earlier of the completion of a Business Combination or the liquidation of the Company.
|
• |
an administrative agreement to pay monthly recurring expenses of $50,000 for office space, administrative and support services to an affiliate of our Sponsor. The agreement terminates upon the earlier of the completion of a Business Combination or the liquidation of the Company.
|
1
|
Percentage of Net Bookings by Audience is data for 2020. Net Bookings by Audience is a
non-GAAP
measure representing client purchases inclusive of payments due within 30 days minus refunds recorded during the period, a close proxy for cash receipts from customers. Amounts exclude Legacy Businesses and VT+.
|
2
|
45% of 2020 Active Experts hold a Graduate degree or more represents the percentage of 2020 active tutors who have a postgraduate degree.
|
• |
to proactively improve their academic performance;
|
• |
to remediate academic underperformance;
|
• |
for enrichment to learn about a subject they are passionate about or to advance a foundational skill they want to develop;
|
• |
to learn new professional and technical skills;
|
• |
to obtain professional and technical designations and certifications; and
|
• |
to maximize their chances of admission into their school or program of choice, spanning private schools, to undergraduate programs, to graduate school, and beyond.
|
• |
Trust
:
|
• |
Quality experience:
AI-powered
Learner-Expert matching engine intelligently matches Learners with Experts who best fit their specific needs in order to deliver effective live learning. In addition, Learners benefit from our modern technology and learning tools, including adaptive testing capabilities, that support a collaborative interaction and optimize the learning experience.
|
• |
Convenience:
pre-scheduled
times and
on-demand.
Our Instant Tutoring service empowers Learners to connect with an Expert in any of over 200 subjects in just minutes for an
on-demand
live video chat-based session, without prior scheduling.
|
• |
Purpose-Built Technology:
two-way
video, collaborative work-spaces, recording and replay capabilities, and integrated personalization features to facilitate instruction and provide a more engaging and enjoyable experience to Learners.
|
• |
Expansive range of subjects:
|
• |
Cost effective:
|
• |
Strong income potential, less hassle:
|
• |
Flexibility:
|
• |
Purpose-Built Technology:
two-way
video, collaborative work-spaces, recording and replay capabilities, and integrated personalization features to make delivering online instruction easy.
|
• |
Frictionless payment processing:
on-time
and securely with frequent direct deposits, alleviating administrative burden and hassle and allowing them to focus on helping Learners learn.
|
1. |
Active Learners defined as the unique number of learners attending a paid online one-on-one session or a paid online class in a given period. Amounts exclude Legacy Businesses and VT+. YoY growth as of Q2 2021.
|
2. |
Net Promoter or Net Promoter Score is the percentage of customers rating their likelihood to recommend a company, a product, or a service to a friend or colleague as 9 or 10 minus the percentage rating this at 6 or below on a scale from 0 to 10. Nerdy client trigger-based NPS survey data, Q1-Q4 2020; n=700. Amounts exclude Legacy Businesses.
|
3. |
Defined as data points generated from student attributes, instructor attributes, past matching, learning interactions from online platform, website and marketing event interactions, and self study interaction. Amounts exclude Legacy Businesses.
|
4. |
Sources: Average session rating on customer feedback (all time through December 2020). Amounts exclude Legacy Businesses.
|
• |
Gig economy is changing the dynamics of the workforce:
|
• |
Secular digitization of learning:
|
Technology has lowered the barriers for individuals to access learning opportunities and connect with Experts on a global scale and is removing the inefficiencies of
in-person
interactions, increasing affordability, extending geographic access and providing flexibility and convenience through
on-demand
online models. AI is the theory and development of computer systems able to perform tasks that normally require human intelligence. Machine learning is a method of data analysis that automates analytical model building. It is a branch of artificial intelligence based on the idea that systems can learn from data, identify patterns and make decisions with minimal human intervention. We leverage both internally developed and externally licensed capabilities related to AI, which allows large data sets to be leveraged and understood in a way that can generate substantial insights that drive the personalization of the learning experience. Increased digital connectivity between Learners, Experts, and other key stakeholders is improving communication and accountability to provide increased transparency into Learner achievement. These trends have only accelerated as the
COVID-19
pandemic has provided an enormous catalyst, with global digital learning projected to grow at a 30% CAGR over the next seven years, according to
GSV Ventures
|
• |
Pandemic’s impact on learning proficiency:
shelter-in-place
K-12
schools, colleges and universities, and testing centers throughout the US. Many of the public
K-12
schools, in particular, shut down and did not reopen virtually until the fall semester. These closures have been a significant driver of learning loss in the last year for students across the United States. According to a recent industry report, math achievement of students in grades 3 to 8 in Fall 2020 was about 5 to 10 percentile points lower compared to same-grade students in the prior year. Additionally, as the world continues to grapple with the uncertainty of the pandemic, the long-term effect on learning outcomes is unknown but thought to be potentially significant. To combat the learning loss created by the pandemic, Learners are in need of significant additional learning support that our platform is ideally positioned to provide.
|
• |
Consumerization of learning:
direct-to-consumer
on-demand.
By providing numerous learning formats to help Learners access top Experts across a multitude of formats and leverage adaptive self-study tools, our platform empowers both Learners and Experts to have more agency, optimize interactions, and enhance their learning and instructing experience.
|
• |
Shift to lifelong and skills-based learning:
job-appropriate
and up
to-date
skill sets. Additionally, technological advancements and their resulting transformational changes across industries are impacting skill requirements in today’s workplace. According to the
Future of Jobs Report 2018
|
• |
Academic Tutoring:
Academic Tutoring
Academic Tutoring
|
• |
Test Preparation:
Test Preparation
Test Preparation
|
• |
Professional Certifications, Training, & Skills:
Professional Certifications, Training, & Skills
|
• |
Other Education:
Other Education
non-academic
segments such as enrichment, visual arts, and technology. The size of this market in the US is estimated to be $5.8 billion in 2019 and is projected to grow to $6.9 billion by 2024, according to IBISWorld research from June 2020.
|
• |
Small Group Classes:
re-inventing
the
in-person
classroom online, allowing Learners to join up to 20 other peers for live lessons in a virtual classroom across a range of topics, including academic, enrichment, foreign languages, test prep, and professional certification. By using adaptive assessments to determine the proficiency of each Learner before placement, the class experience is more tailored to the individualized needs of participants. Classes are taught by highly qualified Experts with deep tutoring and classroom experience. Through Q&A sessions, student projects, and individualized attention, the Experts are able to intimately engage with each Learner while providing a lower cost solution than
one-on-one
|
• |
Large Group Classes:
|
• |
Data Lake:
|
• |
Curation Layer:
|
• |
Matching Layer:
AI-powered
Learner-Expert matching engine analyzes over 100 high dimensional features per Learner and Expert to identify the
Learner-to-Expert
Learner-to-Expert
|
• |
Adaptive Learning Layer:
|
• |
Interaction Layers:
two-way
video, collaborative workspaces purpose-built for learning, a companion app to enhance the interactivity of sessions in real-time, reference tools, proprietary and third party content integrations, and additional subject-specific tools. These features enable effective
on-demand,
integrated and personalized live learning interaction that increases engagement and Learner satisfaction. Our interactive learning platform serves multiple learning formats meeting the individual preferences of each Learner and empowering them to acquire knowledge in any chosen subject.
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
Year Ended December 31,
|
||||||||||||||||||||||||||
2021
|
2020
|
2021
|
2020
|
2020
|
2019
|
2018
|
||||||||||||||||||||||
Active Learners
|
54,206 | 30,142 | 72,856 | 43,709 | 86,614 | 63,060 | 47,137 |
Three Months Ended June 30,
|
Six Months Ended June 30,
|
Year Ended December 31,
|
||||||||||||||||||||||||||
2021
|
2020
|
2021
|
2020
|
2020
|
2019
|
2018
|
||||||||||||||||||||||
Revenue per Active Learner
|
$ | 605 | $ | 687 | $ | 924 | $ | 870 | $ | 1,125 | $ | 1,021 | $ | 888 |
Three Months Ended June 30,
|
Six Months Ended June 30,
|
Year Ended December 31,
|
||||||||||||||||||||||||||
2021
|
2020
|
2021
|
2020
|
2020
|
2019
|
2018
|
||||||||||||||||||||||
Paid Sessions
|
468 | 224 | 945 | 391 | 1,113 | 549 | 381 |
Three Months Ended June 30,
|
Six Months Ended June 30,
|
Year Ended December 31,
|
||||||||||||||||||||||||||
2021
|
2020
|
2021
|
2020
|
2020
|
2019
|
2018
|
||||||||||||||||||||||
Sessions Taught per Active Expert
|
41 | 31 | 69 | 44 | 67 | 54 | 45 |
Three Months Ended June 30,
|
Six Months Ended June 30,
|
Year Ended December 31,
|
||||||||||||||||||||||||||
2021
|
2020
|
2021
|
2020
|
2020
|
2019
|
2018
|
||||||||||||||||||||||
One-on-One
|
1.32 | 1.39 | 1.31 | 1.42 | 1.39 | 1.49 | 1.52 |
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||||||||||||||||||
2021
|
%
|
2020
|
%
|
2021
|
%
|
2020
|
%
|
|||||||||||||||||||||||||
Revenue
|
$ | 32,786 | 100 | % | $ | 21,570 | 100 | % | $ | 67,351 | 100 | % | $ | 44,565 | 100 | % | ||||||||||||||||
Cost of revenue
|
11,513 | 35 | % | 7,523 | 35 | % | 22,705 | 34 | % | 15,982 | 36 | % | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Gross profit
|
21,273 | 65 | % | 14,047 | 65 | % | 44,646 | 66 | % | 28,583 | 64 | % | ||||||||||||||||||||
Sales and marketing expenses
|
14,165 | 43 | % | 7,411 | 34 | % | 28,747 | 43 | % | 17,615 | 40 | % | ||||||||||||||||||||
General and administrative expenses
|
14,526 | 44 | % | 9,475 | 44 | % | 27,772 | 41 | % | 20,647 | 46 | % | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Operating loss
|
(7,418 | ) | (23 | )% | (2,839 | ) | (13 | )% | (11,873 | ) | (18 | )% | (9,679 | ) | (22 | )% | ||||||||||||||||
Interest expense
|
1,258 | 4 | % | 1,248 | 6 | % | 2,502 | 4 | % | 2,372 | 5 | % | ||||||||||||||||||||
Other expense (income), net
|
55 | — | % | 14 | — | % | 82 | — | % | 48 | — | % | ||||||||||||||||||||
Gain on extinguishment of debt
|
$ | (8,395 | ) | (26 | )% | $ | — | — | % | $ | (8,395 | ) | (12 | )% | $ | — | — | % | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net loss
|
$ | (336 | ) | (1 | )% | $ | (4,101 | ) | (19 | )% | $ | (6,062 | ) | (9 | )% | $ | (12,099 | ) | (27 | )% | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||||||||||||||||||
2021
|
%
|
2020
|
%
|
2021
|
%
|
2020
|
%
|
|||||||||||||||||||||||||
Online
|
$ | 32,786 | 100 | % | $ | 20,718 | 96 | % | $ | 67,351 | 100 | % | $ | 38,037 | 85 | % | ||||||||||||||||
In-person
|
— | — | 852 | 4 | % | — | — | 6,528 | 15 | % | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Revenue
|
$ | 32,786 | 100 | % | $ | 21,570 | 100 | % | $ | 67,351 | 100 | % | $ | 44,565 | 100 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30, |
Change
|
Six Months Ended
June 30, |
Change
|
|||||||||||||||||||||||||||||
2021
|
2020
|
$
|
%
|
2021
|
2020
|
$
|
%
|
|||||||||||||||||||||||||
Revenue
|
$ | 32,786 | $ | 21,570 | $ | 11,216 | 52 | % | $ | 67,351 | $ | 44,565 | $ | 22,786 | 51 | % | ||||||||||||||||
Cost of revenue
|
11,513 | 7,523 | 3,990 | 53 | % | 22,705 | 15,982 | 6,723 | 42 | % | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Gross Profit
|
$ | 21,273 | $ | 14,047 | $ | 7,226 | 51 | % | $ | 44,646 | $ | 28,583 | $ | 16,063 | 56 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
% Margin
|
65 | % | 65 | % | 66 | % | 64 | % |
Three Months Ended
June 30, |
Change
|
Six Months Ended
June 30, |
Change
|
|||||||||||||||||||||||||||||
2021
|
2020
|
$
|
%
|
2021
|
2020
|
$
|
%
|
|||||||||||||||||||||||||
Sales and marketing expenses
|
$ | 14,165 | $ | 7,411 | $ | 6,754 | 91 | % | $ | 28,747 | $ | 17,615 | $ | 11,132 | 63 | % | ||||||||||||||||
General and administrative expenses
|
14,526 | 9,475 | 5,051 | 53 | % | 27,772 | 20,647 | 7,125 | 35 | % | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total operating expenses
|
$ | 28,691 | $ | 16,886 | $ | 11,805 | 70 | % | $ | 56,519 | $ | 38,262 | $ | 18,257 | 48 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||||
2020
|
%
|
2019
|
%
|
2018
|
%
|
|||||||||||||||||||
Revenue
|
$ | 103,968 | 100 | % | $ | 90,452 | 100 | % | $ | 72,038 | 100 | % | ||||||||||||
Cost of revenue
|
34,834 | 34 | % | 30,830 | 34 | % | 26,501 | 37 | % | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Gross profit
|
69,134 | 66 | % | 59,622 | 66 | % | 45,537 | 63 | % | |||||||||||||||
Sales and marketing expenses
|
43,838 | 42 | % | 37,967 | 42 | % | 30,494 | 42 | % | |||||||||||||||
General and administrative expenses
|
43,231 | 42 | % | 42,192 | 47 | % | 40,592 | 56 | % | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Operating loss
|
(17,935 | ) | -17 | % | (20,537 | ) | -23 | % | (25,549 | ) | -35 | % | ||||||||||||
Interest expense
|
4,904 | 5 | % | 2,101 | 2 | % | 157 | 0 | % | |||||||||||||||
Other expense (income), net
|
1,824 | 2 | % | (199 | ) | 0 | % | (329 | ) | 0 | % | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net loss
|
$ | (24,663 | ) | -24 | % | $ | (22,439 | ) | -25 | % | $ | (25,377 | ) | -35 | % | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||||
2020
|
%
|
2019
|
%
|
2018
|
%
|
|||||||||||||||||||
Online
|
$ | 97,440 | 94 | % | $ | 64,378 | 71 | % | $ | 41,860 | 58 | % | ||||||||||||
In-person
|
6,528 | 6 | % | 26,074 | 29 | % | 30,178 | 42 | % | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Revenue
|
$ | 103,968 | 100 | % | $ | 90,452 | 100 | % | $ | 72,038 | 100 | % | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||||
2020
|
2019
|
2018
|
||||||||||
Revenue
|
$ | 103,968 | $ | 90,452 | $ | 72,038 | ||||||
Cost of revenue
|
34,834 | 30,830 | 26,501 | |||||||||
|
|
|
|
|
|
|||||||
Gross profit
|
69,134 | 59,622 | 45,537 | |||||||||
% Margin
|
66 | % | 66 | % | 63 | % |
Year Ended December 31,
|
||||||||||||
2020
|
2019
|
2018
|
||||||||||
Sales and marketing expenses
|
$ | 43,838 | $ | 37,967 | $ | 30,494 | ||||||
General and administrative expenses
|
43,231 | 42,192 | 40,592 | |||||||||
|
|
|
|
|
|
|||||||
Total operating expenses
|
$ | 87,069 | $ | 80,159 | $ | 71,086 |
Six Months Ended
June 30, |
Year Ended December 31,
|
|||||||||||||||||||
2021
|
2020
|
2020
|
2019
|
2018
|
||||||||||||||||
Consolidated Statements of Cash Flows Data:
|
||||||||||||||||||||
Net cash used in operating activities
|
$ | (10,837 | ) | $ | (7,242 | ) | $ | (6,654 | ) | $ | (16,318 | ) | $ | (14,668 | ) | |||||
Net cash used in investing activities
|
$ | (2,115 | ) | $ | (1,319 | ) | $ | (2,874 | ) | $ | (6,356 | ) | $ | (15,842 | ) | |||||
Net cash (used in) provided by financing activities
|
$ | (1,606 | ) | $ | 12,293 | $ | 12,293 | $ | 24,387 | $ | 11,033 |
Total
|
Less than
1 Year
|
1-3
Years
|
3-5
Years
|
|||||||||||||
Loan and security agreement (1)
|
$ | 39,000 | $ | — | $ | 39,000 | $ | — | ||||||||
Operating lease obligations (2)
|
6,164 | 1,800 | 4,364 | — | ||||||||||||
CARES Act payroll obligation (3)
|
1,178 | 589 | 589 | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total contractual obligations
|
$ | 46,342 | $ | 2,389 | $ | 43,953 | $ | — | ||||||||
|
|
|
|
|
|
|
|
(1) |
The Company’s LSA matures in August 1, 2023, subject to certain conditions, and does not contain any financial covenants. Total principal borrowings of $39.0 million are outstanding as of June 30, 2021.
|
(2) |
As of June 30, 2021, the Company leased office space in St. Louis, Missouri and Tempe, Arizona. During the year ended December 31, 2020, the Company entered into a sublease agreement for its Tempe, Arizona office space, resulting in a charge of $1.8 million. The Company’s sublease contract includes receipts of $3.9 million over the remaining term of the Tempe, Arizona office lease, which will be used to partially offset future minimum lease payments. All lease amounts are presented gross of any sublease obligations.
|
(3) |
The Coronavirus Aid, Relief, and Economic Security (“CARES”) Act allowed employers the opportunity to defer payment of the employer portion of FICA taxes (6.2%) for payroll paid between March 27, 2020 and December 31, 2020. Fifty percent (50%) of deferred amounts are payable by December 31, 2021, and the remaining 50% by December 31, 2022.
|
• |
Charles Cohn, our Founder, Chairman & Chief Executive Officer;
|
• |
Jason Pello, our Chief Financial Officer; and
|
• |
Heidi Robinson, our Chief Product Officer.
|
Name and Principal Position
|
Year
|
Salary
($) |
Bonus
($) (1) |
Stock
Awards ($) (2) |
Option
Awards ($) (2) |
All Other
Compensation ($) (3) |
Total ($)
|
|||||||||||||||||||||
Charles Cohn,
|
2020 | 270,375 | — | — | — | 2,352 | 272,727 | |||||||||||||||||||||
Chief Executive Officer
|
||||||||||||||||||||||||||||
Jason Pello,
|
2020 | 280,868 | 25,000 | — | 554,199 | — | 860,067 | |||||||||||||||||||||
Chief Financial Officer
|
||||||||||||||||||||||||||||
Heidi Robinson
|
2020 | 369,829 | 25,000 | 188,370 | — | 1,978 | 585,176 | |||||||||||||||||||||
Chief Product Officer
|
(1) |
Amounts represents a discretionary cash bonus paid to certain employees to reflect our performance in 2020.
|
(2) |
Amounts reported reflect the grant date fair value of any profits units and unit appreciation rights granted to our named executive officers in 2020, computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. The assumptions used in the valuation of these awards are set forth in the notes to the audited consolidated financial statements included in this proxy statement/prospectus.
|
(3) |
Amounts represent matching 401(k) contributions made by the Company.
|
Name
|
Vesting
Commencement Date |
Unit Appreciation Rights Awards
|
Profits Units Awards
|
|||||||||||||||||||||||||
Number of
Common Units Underlying Unexercised Unit Appreciation Rights (#) Exercisable |
Number of
Common Units Underlying Unexercised Unit Appreciation Rights (#) (1) Unexercisable |
Unit
Appreciation Rights Base Value ($) |
Expiration
Date |
Number
of Profits Units that have not Vested (#) (2) |
Market
Value of Profits Units that have not Vested ($) (3) |
|||||||||||||||||||||||
Charles C. Cohn,
Chief Executive Officer
|
— | — | — | — | — | — | ||||||||||||||||||||||
Jason Pello
|
1/16/2020 | — | 473,500 | 1.58 | 1/16/2030 | — | — | |||||||||||||||||||||
Chief Financial Officer
|
6/12/2020 | — | 140,000 | 1.27 | 6/12/2030 | — | — | |||||||||||||||||||||
10/5/2020 | — | 550,000 | 1.27 | 10/5/2030 | — | — | ||||||||||||||||||||||
Heidi Robinson
|
2/28/2018 | — | — | — | — | 93,670 | 469,375 | |||||||||||||||||||||
Chief Product Officer
|
4/26/2019 | — | — | — | — | 291,667 | 1,409,023 | |||||||||||||||||||||
7/26/2019 | — | — | — | — | 209,896 | 1,013,993 | ||||||||||||||||||||||
6/12/2020 | — | — | — | — | 450,000 | 2,313,421 |
(1) |
The unit appreciation rights vest in four equal annual installments following the vesting commencement date. Vested unit appreciation rights were not exercisable prior to a public offering or sale event. In connection with the Business Combination, unit appreciation rights will convert into stock appreciation rights and will thereafter be exercisable upon vesting.
|
(2) |
Profits units vest over four years, with 25% vesting on the first anniversary of the grant date, with the remaining Profits units vesting in 36 equal monthly installments thereafter.
|
(3) |
There is no public market for the Profits units. The amount reported above under the heading “Market Value of Profits Units That Have Not Vested” reflects the intrinsic value of the unvested profits units based on the estimated per unit value in the business combination. In connection with the business combination, the Profits units will be exchanged for OpCo Units.
|
Name
|
Age
|
Position
|
||
Charles Cohn (1)
|
35 | Chief Executive Officer, Chairman and Class I Director | ||
Ian Clarkson
|
49 | President and Chief Operating Officer | ||
Jason Pello
|
42 | Chief Financial Officer | ||
Heidi Robinson
|
47 | Chief Product Officer | ||
Chris Swenson
|
50 | Chief Legal Officer | ||
Catherine Beaudoin (1)
|
57 | Class III Director | ||
Erik Blachford (1)
|
54 | Class III Director | ||
Rob Hutter (2)
|
49 | Class II Director | ||
Christopher (Woody) Marshall (3)
|
52 | Class II Director | ||
Greg Mrva (4)
|
50 | Class I Director | ||
Kathleen Philips (5)
|
54 | Class III Director |
(1) |
Nominated by Cohn.
|
(2) |
Nominated by Learn Capital.
|
(3) |
Nominated by TCV.
|
(4) |
Nominated by the Sponsor.
|
(5) |
Mutually agreed to by the Sponsor and Cohn.
|
• |
each person known by TPG Pace to be the beneficial owner of more than 5% of TPG Pace’s outstanding ordinary shares on the record date;
|
• |
each of TPG Pace’s current executive officers and directors;
|
• |
all of TPG Pace’s current executive officers and directors as a group; and
|
Name and Address of Beneficial Owners (1)(2)
|
Number of
Shares |
%
|
||||||
Directors and officers prior to the Business Combination:
|
||||||||
TPG Pace Tech Opportunities Sponsor, Series LLC (3)
|
11,090,000 | 19.7 | ||||||
Karl Peterson (3)
|
11,090,000 | 19.7 | ||||||
David Bonderman (3)
|
11,090,000 | 19.7 | ||||||
Julie Hong Clayton
|
— | — | ||||||
Chad Leat
|
40,000 | * | ||||||
Kathleen Philips
|
40,000 | * | ||||||
Wendi Sturgis
|
40,000 | * | ||||||
Kneeland Youngblood
|
40,000 | * | ||||||
Greg Mrva
|
— | — | ||||||
Martin Davidson
|
— | — | ||||||
Eduardo Tamraz
|
— | — | ||||||
All directors and officers prior to the Business Combination (10 individuals)
|
11,250,000 | 19.7 | ||||||
Five Percent Holders:
|
||||||||
Millennium Group Management LLC (4)
|
3,298,518 | 7.3 | % | |||||
Light Street Capital Management, LLC (5)
|
4,700,000 | 10.4 | % |
* |
Less than 1%
|
1. |
Unless otherwise noted, the business address of each of the following entities or individuals is 301 Commerce St., Suite 3300 Fort Worth, Texas 76102.
|
2. |
The percentage of beneficial ownership of TPG Pace on the record date is calculated based on (i) 45,000,000 Class A ordinary shares and (ii) 11,250,000 Class B ordinary shares, in each case, outstanding as of such date.
|
3. |
Represents the interest directly held by TPG Pace Tech Opportunities Sponsor, Series LLC. The managing member of TPG Pace Tech Opportunities Sponsor, Series LLC is TPG Pace Governance, LLC, a Cayman
|
Islands limited liability company, which is controlled by a committee whose members are David Bonderman, James G. Coulter and Karl Peterson. Messrs. Bonderman, Coulter and Peterson may therefore be deemed to beneficially own the shares held by TPG Pace Tech Opportunities Sponsor, Series LLC. Messrs. Bonderman, Coulter and Peterson disclaim beneficial ownership of the shares held by TPG Pace Tech Opportunities Sponsor, Series LLC except to the extent of their pecuniary interest therein. The address of each of the entities and individuals in this footnote is 301 Commerce St., Suite 3300, Fort Worth, TX 76102. |
4. |
Consists Class A ordinary shares held by Integrated Core Strategies (US) LLC (“Integrated Core Strategies”), a Cayman Islands limited liability company. Millennium International Management LP (“Millennium International Management”) is the investment manager to Integrated Core Strategies and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies. Millennium Management LLC (“Millennium Management”) is the general partner of the managing member of Integrated Core Strategies and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies. Millennium Group Management LLC (“Millennium Group Management”) is the managing member of Millennium Management and may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies. The managing member of Millennium Group Management is a trust of which Israel A. Englander currently serves as the sole voting trustee. Therefore, Mr. Englander may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies. The mailing address of Integrated Core Strategies is 666 Fifth Avenue, New York, New York 10103. The beneficial ownership information in the table is based solely on the Schedule 13G filed by the holder on October 14, 2020.
|
5. |
Consists of Class A ordinary shares held by Light Street Capital Management, LLC, a Cayman Islands limited liability company (“LSCM”). LSCM serves as the general partner to Light Street Mercury Master Fund, L.P., a Cayman Islands limited liability company (“Mercury”), and, in such capacity, exercises voting and investment power over Class A ordinary shares held by Mercury. Glen Thomas Kacher is the Chief Investment Officer of LSCM and may be deemed to have shared voting control and investment discretion over securities owned by LSCM. The mailing address for LSCM is 525 University Avenue, Suite 300, Palo Alto, CA 94301. The beneficial ownership information in the table is based solely on the Schedule 13G filed by the holder on October 19, 2020.
|
• |
we have been or are to be a participant;
|
• |
the amount involved exceeded or exceeds $120,000; and
|
• |
any of our directors, executive officers or holders of more than 5% of our outstanding Common Units, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.
|
Delaware
|
Cayman Islands
|
|||
Stockholder/Shareholder Approval of Business Combinations
|
Mergers generally require approval of a majority of all outstanding shares.
Mergers in which less than 20% of the acquirer’s stock is issued generally do not require acquirer stockholder approval.
Mergers in which one corporation owns 90% or more of a second corporation may be completed without the vote of the second corporation’s board of directors or stockholders.
|
Mergers require a special resolution, and any other authorization as may be specified in the relevant articles of association. Parties holding certain security interests in the constituent companies must also consent.
All mergers (other than parent/subsidiary mergers) require shareholder approval—there is no exception for smaller mergers.
Where a bidder has acquired 90% or more of the shares in a Cayman Islands company, it can compel the acquisition of the shares of the remaining shareholders and thereby become the sole shareholder.
A Cayman Islands company may also be acquired through a “scheme of arrangement” sanctioned by a Cayman Islands court and approved by 50%+1 in number and 75% in value of shareholders in attendance and voting at a shareholders’ meeting.
|
||
Stockholder/Shareholder Votes for Routine Matters
|
Generally, approval of routine corporate matters that are put to a stockholder vote require the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter. | Under Cayman Islands law and the Existing Governing Documents, routine corporate matters may be approved by an ordinary resolution (being a resolution passed by a simple majority of the shareholders as being entitled to do so). | ||
Appraisal Rights
|
Generally a stockholder of a publicly traded corporation does not have appraisal rights in connection with a merger. | Minority shareholders that dissent from a Cayman Islands statutory merger are entitled to be paid the fair market value of their shares, which if necessary may ultimately be determined by the court. | ||
Inspection of Books and Records
|
Any stockholder may inspect the corporation’s books and records for a proper purpose during the usual hours for business. | Shareholders generally do not have any rights to inspect or obtain copies of the register of shareholders or other corporate records of a company. | ||
Stockholder/Shareholder Lawsuits
|
A stockholder may bring a derivative suit subject to procedural requirements (including adopting Delaware as the exclusive forum as per Governing Documents Proposal E). | In the Cayman Islands, the decision to institute proceedings on behalf of a company is generally taken by the company’s board of directors. A shareholder may be entitled to bring a derivative action on behalf of the company, but only in certain limited circumstances. |
Delaware
|
Cayman Islands
|
|||
Fiduciary Duties of Directors
|
Directors must exercise a duty of care and duty of loyalty and good faith to the company and its stockholders. |
A director owes fiduciary duties to a company, including to exercise loyalty, honesty and good faith to the company as a whole.
In addition to fiduciary duties, directors owe a duty of care, diligence and skill.
Such duties are owed to the company but may be owed direct to creditors or shareholders in certain limited circumstances.
|
||
Indemnification of Directors and Officers
|
A corporation is generally permitted to indemnify its directors and officers acting in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation. | A Cayman Islands company generally may indemnify its directors or officers except with regard to fraud or willful default. | ||
Limited Liability of Directors
|
Permits limiting or eliminating the monetary liability of a director to a corporation or its stockholders, except with regard to breaches of duty of loyalty, intentional misconduct, unlawful repurchases or dividends, or improper personal benefit. | Liability of directors may be unlimited, except with regard to their own fraud or willful default. |
• |
in whole and not in part;
|
• |
at a price of $0.01 per redeemable warrant;
|
• |
upon a minimum of 30 days’ prior written notice of redemption to each redeemable warrant holder, provided that holders will be able to exercise their redeemable warrants prior to the time of redemption and, at our election, any such exercise may be required to be on a cashless basis as described below; and
|
• |
if, and only if, the last reported sale price of the Class A Common Stock equals or exceeds $18.00 per share (subject to adjustment as described under the heading “—Redeemable Warrants—Redemption of Redeemable Warrants When the Price per share of Class A Common Stock Equals or Exceeds $10.00—Anti-dilution Adjustments”) for any 20 trading days within a
30-trading-day
|
• |
in whole and not in part;
|
• |
at a price of $0.10 per redeemable warrant;
|
• |
upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” of our Class A Common Stock (as defined below) except as otherwise described below;
|
• |
if, and only if, the last reported sale price of our Class A Common Stock equals or exceeds $10.00 per public share (subject to adjustment as described under the heading “—Anti-dilution Adjustments” below) on the trading day prior to the date on which we send the notice of redemption to the redeemable warrant holders; and
|
• |
if the last reported sale price of our Class A Common Stock is less than $18.00 per share (subject to adjustment as described under the heading “Description of Securities—Redeemable Warrants—Anti-Dilution Adjustments”) on the trading day prior to the date on which we send the notice of redemption to the warrant holders, the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding redeemable warrants, as described above.
|
Fair Market Value of Class A Common Stock
|
||||||||||||||||||||||||||||||||||||
<$ | 10.00 | $ | 11.00 | $ | 12.00 | $ | 13.00 | $ | 14.00 | $ | 15.00 | $ | 16.00 | $ | 17.00 | >$ | 18.00 | |||||||||||||||||||
60 months
|
0.261 | 0.281 | 0.297 | 0.311 | 0.324 | 0.337 | 0.348 | 0.358 | 0.361 | |||||||||||||||||||||||||||
57 months
|
0.257 | 0.277 | 0.294 | 0.310 | 0.324 | 0.337 | 0.348 | 0.358 | 0.361 | |||||||||||||||||||||||||||
54 months
|
0.252 | 0.272 | 0.291 | 0.307 | 0.322 | 0.335 | 0.347 | 0.357 | 0.361 | |||||||||||||||||||||||||||
51 months
|
0.246 | 0.268 | 0.287 | 0.304 | 0.320 | 0.333 | 0.346 | 0.357 | 0.361 | |||||||||||||||||||||||||||
48 months
|
0.241 | 0.263 | 0.283 | 0.301 | 0.317 | 0.332 | 0.344 | 0.356 | 0.361 | |||||||||||||||||||||||||||
45 months
|
0.235 | 0.258 | 0.279 | 0.298 | 0.315 | 0.330 | 0.343 | 0.356 | 0.361 | |||||||||||||||||||||||||||
42 months
|
0.228 | 0.252 | 0.274 | 0.294 | 0.312 | 0.328 | 0.342 | 0.355 | 0.361 | |||||||||||||||||||||||||||
39 months
|
0.221 | 0.246 | 0.269 | 0.290 | 0.309 | 0.325 | 0.340 | 0.354 | 0.361 | |||||||||||||||||||||||||||
36 months
|
0.213 | 0.239 | 0.263 | 0.285 | 0.305 | 0.323 | 0.339 | 0.353 | 0.361 | |||||||||||||||||||||||||||
33 months
|
0.205 | 0.232 | 0.257 | 0.280 | 0.301 | 0.320 | 0.337 | 0.352 | 0.361 | |||||||||||||||||||||||||||
30 months
|
0.196 | 0.224 | 0.250 | 0.274 | 0.297 | 0.316 | 0.335 | 0.351 | 0.361 | |||||||||||||||||||||||||||
27 months
|
0.185 | 0.214 | 0.242 | 0.268 | 0.291 | 0.313 | 0.332 | 0.350 | 0.361 | |||||||||||||||||||||||||||
24 months
|
0.173 | 0.204 | 0.233 | 0.260 | 0.285 | 0.308 | 0.329 | 0.348 | 0.361 | |||||||||||||||||||||||||||
21 months
|
0.161 | 0.193 | 0.223 | 0.252 | 0.279 | 0.304 | 0.326 | 0.347 | 0.361 | |||||||||||||||||||||||||||
18 months
|
0.146 | 0.179 | 0.211 | 0.242 | 0.271 | 0.298 | 0.322 | 0.345 | 0.361 | |||||||||||||||||||||||||||
15 months
|
0.130 | 0.164 | 0.197 | 0.230 | 0.262 | 0.291 | 0.317 | 0.342 | 0.361 | |||||||||||||||||||||||||||
12 months
|
0.111 | 0.146 | 0.181 | 0.216 | 0.250 | 0.282 | 0.312 | 0.339 | 0.361 | |||||||||||||||||||||||||||
9 months
|
0.090 | 0.125 | 0.162 | 0.199 | 0.237 | 0.272 | 0.305 | 0.336 | 0.361 | |||||||||||||||||||||||||||
6 months
|
0.065 | 0.099 | 0.137 | 0.178 | 0.219 | 0.259 | 0.296 | 0.331 | 0.361 | |||||||||||||||||||||||||||
3 months
|
0.034 | 0.065 | 0.104 | 0.150 | 0.197 | 0.243 | 0.286 | 0.326 | 0.361 | |||||||||||||||||||||||||||
0 months
|
— | — | 0.042 | 0.115 | 0.179 | 0.233 | 0.281 | 0.323 | 0.361 |
• |
1% of the total number of Class A Common Stock then outstanding; or
|
• |
the average weekly reported trading volume of New Nerdy Common Stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.
|
• |
the issuer of the securities that was formerly a shell company has ceased to be a shell company;
|
• |
the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;
|
• |
the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding twelve months (or such shorter period that the issuer was required to file such reports and materials), other than Form
8-K
reports; and
|
• |
at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.
|
• |
not later than the 90th day; and
|
• |
not earlier than the 120th day before the
one-year
anniversary of the preceding year’s annual meeting.
|
June 30, 2021
|
December 31, 2020
|
|||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash
|
$ | 1,121,886 | $ | 534,095 | ||||
Prepaid expenses
|
241,492 | 277,890 | ||||||
|
|
|
|
|||||
Total current assets
|
1,363,378 | 811,985 | ||||||
Investments held in Trust Account
|
450,019,539 | 450,005,937 | ||||||
|
|
|
|
|||||
Total assets
|
$ | 451,382,917 | $ | 450,817,922 | ||||
|
|
|
|
|||||
Liabilities and shareholders’ deficit
|
||||||||
Current liabilities:
|
||||||||
Accrued professional fees and other expenses
|
$ | 4,717,220 | $ | 533,908 | ||||
Note payable to Sponsor
|
2,000,000 | — | ||||||
Derivative liabilities
|
34,773,333 | 59,536,667 | ||||||
|
|
|
|
|||||
Total current liabilities
|
41,490,553 | 60,070,575 | ||||||
Deferred underwriting compensation
|
15,750,000 | 15,750,000 | ||||||
|
|
|
|
|||||
Total liabilities
|
57,240,553 | 75,820,575 | ||||||
Commitments and contingencies
|
||||||||
Class A ordinary shares subject to possible redemption: 45,000,000 shares at a redemption value of $10.00 per share
|
450,019,539 | 450,005,937 | ||||||
Shareholders’ deficit:
|
||||||||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding
|
— | — | ||||||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 0 shares issued and outstanding (excluding 45,000,000 shares subject to possible redemption)
|
— | — | ||||||
Class F ordinary shares, $0.0001 par value; 20,000,000 shares authorized, 11,250,000 shares issued and outstanding
|
1,125 | 1,125 | ||||||
Additional
paid-in
capital
|
— | — | ||||||
Accumulated deficit
|
(55,878,300 | ) | (75,009,715 | ) | ||||
|
|
|
|
|||||
Total shareholders’ deficit
|
(55,877,175 | ) | (75,008,590 | ) | ||||
|
|
|
|
|||||
Total liabilities and shareholders’ deficit
|
$ | 451,382,917 | $ | 450,817,922 | ||||
|
|
|
|
For the Three Months Ended
|
For the Six Months Ended
|
|||||||||||||||
June 30, 2021
|
June 30, 2020
|
June 30, 2021
|
June 30, 2020
|
|||||||||||||
Revenue
|
$ | — | $ | — | $ | — | $ | — | ||||||||
Professional fees and other expenses
|
1,139,648 | 868 | 5,631,919 | 868 | ||||||||||||
Change in fair value of derivatives
|
8,053,333 | — | (24,763,334 | ) | — | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
(Loss) income from operations
|
(9,192,981 | ) | (868 | ) | 19,131,415 | (868 | ) | |||||||||
Interest income
|
6,839 | — | 13,602 | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net (loss) income attributable to ordinary shares
|
$ | (9,186,142 | ) | $ | (868 | ) | $ | 19,145,017 | $ | (868 | ) | |||||
|
|
|
|
|
|
|
|
|||||||||
Net (loss) income per ordinary share:
|
||||||||||||||||
Class A ordinary shares - basic and diluted
|
$ | (0.16 | ) | $ | — | $ | 0.34 | $ | — | |||||||
|
|
|
|
|
|
|
|
|||||||||
Class F ordinary shares - basic and diluted
|
$ | (0.16 | ) | $ | (0.00 | ) | $ | 0.34 | $ | (0.00 | ) | |||||
|
|
|
|
|
|
|
|
|||||||||
Weighted average ordinary shares outstanding:
|
||||||||||||||||
Class A ordinary shares - basic and diluted
|
45,000,000 | — | 45,000,000 | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Class F ordinary shares - basic and diluted
|
11,250,000 | 20,000,000 | 11,250,000 | 20,000,000 | ||||||||||||
|
|
|
|
|
|
|
|
Preferred
Shares |
Class A
Ordinary Shares |
Class F Ordinary
Shares
|
Additional
Paid-In
Capital |
Accumulated
Deficit
|
Shareholder’s
Equity
|
|||||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||||||||||||||||||||
Balance at January 1, 2020
|
— | $ | — | — | $ | — | 20,000,000 | $ | 2,000 | $ | 23,000 | $ | (8,494 | ) | $ | 16,506 | ||||||||||||||||||||
Net loss attributable to ordinary shares
|
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Balance at March 31, 2020
|
— | $ | — | — | $ | — | 20,000,000 | $ | 2,000 | $ | 23,000 | $ | (8,494 | ) | $ | 16,506 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Net loss attributable to ordinary shares
|
— | — | — | — | — | — | — | (868 | ) | (868 | ) | |||||||||||||||||||||||||
Balance at June 30, 2020
|
— | $ | — | — | $ | — | 20,000,000 | $ | 2,000 | $ | 23,000 | $ | (9,362 | ) | $ | 15,638 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
Shares |
Class A
Ordinary Shares |
Class F Ordinary
Shares |
Additional
Paid-In
Capital |
Accumulated
Deficit
|
Shareholders’
Deficit
|
|||||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||||||||||||||||||||
Balance at January 1, 2021
|
— | $ | — | — | $ | — | 11,250,000 | $ | 1,125 | $ | — | $ | (75,009,715) | $ | (75,008,590) | |||||||||||||||||||||
Adjustment to increase Class A ordinary shares subject to possible redemption to maximum redemption value as of March 31, 2021
|
— | — | — | — | — | — | — | (6,763) | (6,763) | |||||||||||||||||||||||||||
Net income attributable to ordinary shares
|
— | — | — | — | — | — | — | 28,331,159 | 28,331,159 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Balance at March 31, 2021
|
— | $ | — | — | $ | — | 11,250,000 | $ | 1,125 | $ | — | $ | (46,685,319) | $ | (46,684,194) | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Adjustment to increase Class A ordinary shares subject to possible redemption to maximum redemption value as of June 30, 2021
|
— | — | — | — | — | — | — | (6,839) | (6,839) | |||||||||||||||||||||||||||
Net loss attributable to ordinary shares
|
— | — | — | — | — | — | — | (9,186,142) | (9,186,142) | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Balance at June 30, 2021
|
— | $ | — | — | $ | — | 11,250,000 | $ | 1,125 | $ | — | $ | (55,878,300) | $ | (55,877,175) | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Six
Months Ended June 30, 2021 |
For the Six
Months Ended June 30, 2020 |
|||||||
Cash flows from operating activities:
|
||||||||
Net income attributable to ordinary shares
|
$ | 19,145,017 | $ |
(868
|
) | |||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses
|
36,398 | — | ||||||
Accrued professional fees and other expenses
|
4,183,312 |
868
|
||||||
Change in fair value of derivatives
|
(24,763,334 | ) | — | |||||
Interest on investments held in Trust Account
|
(13,602 | ) | — | |||||
|
|
|
|
|||||
Net cash used in operating activities
|
(1,412,209 | ) | — | |||||
Cash flows from financing activities:
|
||||||||
Proceeds of notes payable from Sponsor
|
2,000,000 | — | ||||||
|
|
|
|
|||||
Net cash provided by financing activities
|
2,000,000 | — | ||||||
|
|
|
|
|||||
Net change in cash
|
587,791 | — | ||||||
|
|
|
|
|||||
Cash at beginning of period
|
534,095 | 25,093 | ||||||
|
|
|
|
|||||
Cash at end of period
|
$ | 1,121,886 | $ | 25,093 | ||||
|
|
|
|
June 30,
2021 |
December 31,
2020 |
|||||||
Implied volatility
|
45% | 22% | ||||||
Risk-free interest rate
|
0.05% |
0.10% - 0.43%
|
||||||
Instrument exercise price for one Class A ordinary share
|
$ | 11.50 | $ | 11.50 | ||||
Expected term
|
0.08 years | 5.5 years |
For the Three Months Ended
June 30, 2021
|
For the Six Months Ended
June 30, 2021 |
|||||||||||||||
Class A
|
Class F
|
Class A
|
Class F
|
|||||||||||||
Basic and diluted net (loss) income per ordinary share:
|
||||||||||||||||
Numerator:
|
||||||||||||||||
Allocation of net (loss) income
|
$ | (7,348,914 | ) | $ | (1,837,228 | ) | $ | 15,316,014 | $ | 3,829,003 | ||||||
Denominator:
|
||||||||||||||||
Weighted average ordinary shares outstanding:
|
45,000,000 | 11,250,000 | 45,000,000 | 11,250,000 | ||||||||||||
Basic and diluted net (loss) income per ordinary share
|
$ | (0.16 | ) | $ | (0.16 | ) | $ | 0.34 | $ | 0.34 |
• |
only holders of the Founder Shares have the right to vote on the election of directors prior to the Business Combination;
|
• |
the Founder Shares are subject to certain transfer restrictions, as described in more detail below;
|
• |
the initial shareholders and the Company’s officers and directors entered into a letter agreement with the Company, pursuant to which they have agreed (i) to waive their redemption rights with respect to the Founder Shares and in connection with the completion of the Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete the Business Combination within 24 months from the Close Date. If the Company submits the Business Combination to the public shareholders for a vote, the Initial Shareholders have agreed, pursuant to such letter agreement, to vote their Founder Shares and any public shares purchased during or after the Public Offering in favor of the Business Combination; and
|
• |
the Founder Shares are automatically convertible into Class A ordinary shares on the first business day following the completion of the Business Combination on
a one-for-one basis,
|
As of June 30, 2021
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Liabilities:
|
||||||||||||||||
Warrants
|
$ | 15,750,000 | $ | — | $ | — | $ | 15,750,000 | ||||||||
Private Placement Warrants
|
— | 12,833,333 | — | 12,833,333 | ||||||||||||
Forward purchase agreements (FPAs)
|
— | — | 6,190,000 | 6,190,000 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total
|
$
|
15,750,000
|
|
$
|
12,833,333
|
|
$
|
6,190,000
|
|
$
|
34,773,333
|
|
||||
|
|
|
|
|
|
|
|
As of December 31, 2020
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Liabilities:
|
||||||||||||||||
Warrants
|
$ | 19,350,000 | $ | — | $ | — | $ | 19,350,000 | ||||||||
Private Placement Warrants
|
— | 15,766,667 | — | 15,766,667 | ||||||||||||
Forward purchase agreements (FPAs)
|
— | — | 24,420,000 | 24,420,000 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total
|
$
|
19,350,000
|
|
$
|
15,766,667
|
|
$
|
24,420,000
|
|
$
|
59,536,667
|
|
||||
|
|
|
|
|
|
|
|
Warrants
|
Private
Placement
Warrants
|
Forward
Purchase
Agreements
(FPAs) |
Total
|
|||||||||||||
Liabilities:
|
||||||||||||||||
Fair value at March 31, 2021
|
$ | 12,150,000 | $ | 9,900,000 | $ | 4,670,000 | $ | 26,720,000 | ||||||||
Change in fair value
|
3,600,000 | 2,933,333 | 1,520,000 | 8,053,333 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Fair value at June 30, 2021
|
$
|
15,750,000
|
|
$
|
12,833,333
|
|
$
|
6,190,000
|
|
$
|
34,773,333
|
|
||||
|
|
|
|
|
|
|
|
Warrants
|
Private
Placement
Warrants
|
Forward
Purchase
Agreements
(FPAs) |
Total
|
|||||||||||||
Liabilities:
|
||||||||||||||||
Fair value at December 31, 2020
|
$ | 19,350,000 | $ | 15,766,667 | $ | 24,420,000 | $ | 59,536,667 | ||||||||
Change in fair value
|
(3,600,000 | ) | (2,933,334 | ) | (18,230,000 | ) | (24,763,334 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Fair value at June 30, 2021
|
$
|
15,750,000
|
|
$
|
12,833,333
|
|
$
|
6,190,000
|
|
$
|
34,773,333
|
|
||||
|
|
|
|
|
|
|
|
Forward
Purchase
Agreements
(FPAs) |
Total
|
|||||||
Liabilities:
|
||||||||
Fair value at March 31, 2021
|
$ | 4,670,000 | $ | 4,670,000 | ||||
Change in fair value
|
1,520,000 | 1,520,000 | ||||||
|
|
|
|
|||||
Fair value at June 30, 2021
|
$
|
6,190,000
|
|
$
|
6,190,000
|
|
||
|
|
|
|
Forward
Purchase
Agreements
(FPAs) |
Total
|
|||||||
Liabilities:
|
||||||||
Fair value at December 31, 2020
|
$ | 24,420,000 | $ | 24,420,000 | ||||
Change in fair value
|
(18,230,000 | ) | (18,230,000 | ) | ||||
|
|
|
|
|||||
Fair value at June 30, 2021
|
$
|
6,190,000
|
|
$
|
6,190,000
|
|
||
|
|
|
|
December 31, 2020
|
December 31, 2019
|
|||||||
(As Restated)
|
||||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash
|
$ | 534,095 | $ | 25,093 | ||||
Prepaid expenses
|
277,890 | — | ||||||
|
|
|
|
|||||
Total current assets
|
811,985 | 25,093 | ||||||
Investments held in Trust Account
|
450,005,937 | — | ||||||
|
|
|
|
|||||
Total assets
|
$ | 450,817,922 | $ | 25,093 | ||||
|
|
|
|
|||||
Liabilities and shareholders’ (deficit) equity
|
||||||||
Current liabilities:
|
||||||||
Accrued professional fees and other expenses
|
$ | 533,908 | $ | 8,587 | ||||
Derivative liabilities
|
59,536,667 | — | ||||||
|
|
|
|
|||||
Total current liabilities
|
60,070,575 | 8,587 | ||||||
Deferred underwriting compensation
|
15,750,000 | — | ||||||
|
|
|
|
|||||
Total liabilities
|
75,820,575 | 8,587 | ||||||
Commitments and contingencies
|
||||||||
Class A ordinary shares subject to possible redemption: 45,000,000 and 0 shares at December 31, 2020 and 2019, respectively, at a redemption value of $10.00 per share
|
450,005,937 | — | ||||||
Shareholders’ (deficit) equity:
|
||||||||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding
|
— | — | ||||||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 0 shares issued and outstanding (excluding 45,000,000 shares subject to possible redemption) at December 31, 2020, 0 shares issued and outstanding at December 31, 2019
|
— | — | ||||||
Class F ordinary shares, $0.0001 par value; 20,000,000 shares authorized, 11,250,000 and 20,000,000 shares issued and outstanding at December 31, 2020 and 2019, respectively
|
1,125 | 2,000 | ||||||
Additional
paid-in
capital
|
— | 23,000 | ||||||
Accumulated deficit
|
(75,009,715 | ) | (8,494 | ) | ||||
|
|
|
|
|||||
Total shareholders’ (deficit) equity
|
(75,008,590 | ) | 16,506 | |||||
Total liabilities and shareholders’ (deficit) equity
|
$ | 450,817,922 | $ | 25,093 | ||||
|
|
|
|
For the
Year Ended December 31, 2020 |
For the Period
from July 11, 2019 (Inception) to December 31, 2019 |
|||||||
(As Restated)
|
||||||||
Revenue
|
$ | — | $ | — | ||||
Professional fees, offering costs and other expenses
|
1,396,054 | 8,587 | ||||||
Change in fair value of derivatives
|
31,926,667 | — | ||||||
|
|
|
|
|||||
Loss from operations
|
(33,322,721 | ) | (8,587 | ) | ||||
|
|
|
|
|||||
Interest income
|
5,937 | 93 | ||||||
|
|
|
|
|||||
Net loss attributable to ordinary shares
|
$ | (33,316,784 | ) | $ | (8,494 | ) | ||
|
|
|
|
|||||
Net loss per ordinary share:
|
||||||||
Class A ordinary shares - basic and diluted
|
$ | (2.58 | ) | $ | — | |||
|
|
|
|
|||||
Class F ordinary shares - basic and diluted
|
$ | (0.37 | ) | $ | (0.00 | ) | ||
|
|
|
|
|||||
Weighted average ordinary shares outstanding:
|
||||||||
Class A ordinary shares - basic and diluted
|
10,327,869 | — | ||||||
|
|
|
|
|||||
Class F ordinary shares - basic and diluted
|
18,050,376 | 16,321,839 | ||||||
|
|
|
|
Preferred
Shares |
Class A
Ordinary Shares |
Class F Ordinary
Shares |
Additional
Paid-In
Capital |
Accumulated
Deficit |
Shareholders’
Equity (Deficit) |
|||||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||||||||||||||||||||
Balance at July 11, 2019 (Inception)
|
— | $ | — | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||
Sale of Class F ordinary shares to Sponsor on August 12, 2019 at $0.001 per share
|
— | — | — | — | 20,000,000 | 2,000 | 23,000 | — | 25,000 | |||||||||||||||||||||||||||
Net loss attributable to ordinary shares
|
— | — | — | — | — | — | — | (8,494 | ) | (8,494 | ) | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Balance at December 31, 2019
|
— | $ | — | — | $ | — | 20,000,000 | $ | 2,000 | $ | 23,000 | $ | (8,494 | ) | $ | 16,506 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Class F ordinary shares forfeited by Sponsor on October 2, 2020 (As Restated)
|
— | — | — | — | (7,062,500 | ) | (706 | ) | — | — | (706 | ) | ||||||||||||||||||||||||
Class F ordinary shares forfeited by Sponsor on November 20, 2020 (As Restated)
|
— | — | — | — | (1,687,500 | ) | (169 | ) | — | — | (169 | ) | ||||||||||||||||||||||||
Adjustment to increase Class A ordinary shares subject to possible redemption to maximum redemption value as of December 31, 2020 (As Restated)
|
— | — | — | — | — | — | (23,000 | ) | (41,684,437 | ) | (41,707,437 | ) | ||||||||||||||||||||||||
Net loss attributable to ordinary shares (As Restated)
|
— | — | — | — | — | — | — | (33,316,784 | ) | (33,316,784 | ) | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Balance at December 31, 2020 (As Restated)
|
— | $ | — | — | $ | — | 11,250,000 | $ | 1,125 | $ | — | $ | (75,009,715 | ) | $ | (75,008,590 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year
Ended December 31, 2020 |
For the Period
from July 11, 2019 (Inception) to December 31, 2019 |
|||||||
(As Restated)
|
||||||||
Cash flows from operating activities:
|
||||||||
Net loss attributable to ordinary shares
|
$ | (33,316,784 | ) | $ | (8,494 | ) | ||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses
|
(277,890 | ) | — | |||||
Accrued professional fees and other expenses
|
1,193,073 | 8,587 | ||||||
Change in fair value of derivatives
|
31,926,667 | — | ||||||
Interest on investments held in Trust Account
|
(5,937 | ) | — | |||||
|
|
|
|
|||||
Net cash (used in) provided by operating activities
|
(480,871 | ) | 93 | |||||
Cash flows from investing activities:
|
||||||||
Proceeds deposited into Trust Account
|
(450,000,000 | ) | — | |||||
|
|
|
|
|||||
Net cash used in investing activities
|
(450,000,000 | ) | — | |||||
Cash flows from financing activities:
|
||||||||
Proceeds from sale of Class F ordinary shares to Sponsor
|
— | 25,000 | ||||||
Proceeds from sale of Units in initial public offering
|
450,000,000 | — | ||||||
Proceeds from sale of Private Placement Warrants to Sponsor
|
11,000,000 | — | ||||||
Proceeds of notes payable from Sponsor
|
300,000 | — | ||||||
Payment of underwriters discounts
|
(9,000,000 | ) | — | |||||
Payment of accrued offering costs
|
(1,010,127 | ) | — | |||||
Repayment of notes payable from Sponsor
|
(300,000 | ) | — | |||||
|
|
|
|
|||||
Net cash provided by financing activities
|
450,989,873 | 25,000 | ||||||
Net change in cash
|
509,002 | 25,093 | ||||||
Cash at beginning of period
|
25,093 | — | ||||||
|
|
|
|
|||||
Cash at end of period
|
$ | 534,095 | $ | 25,093 | ||||
|
|
|
|
|||||
Supplemental disclosure of
non-cash
financing activities:
|
||||||||
Deferred underwriting compensation
|
$ | 15,750,000 | $ | — | ||||
Accrued offering costs
|
84,999 | — |
Inception
(October 2020) |
December 31,
2020 |
|||
Implied volatility
|
20
% -
25
%
|
22% | ||
Risk-free interest rate
|
0.13
% -
0.40
%
|
0.10% - 0.43%
|
||
Instrument exercise price for one Class A ordinary share
|
$
11.50
|
$ 11.50 | ||
Expected term
|
5.5
years
|
5.5 years |
For the Year Ended December 31,
2020 (As Restated) |
||||||||
Class A
|
Class F
|
|||||||
Basic and diluted net loss per ordinary share:
|
||||||||
Numerator:
|
||||||||
Allocation of net loss
|
$ | (26,653,427 | ) | $ | (6,663,357 | ) | ||
Denominator:
|
||||||||
Weighted average ordinary shares outstanding:
|
10,327,869 | 18,050,376 | ||||||
Basic and diluted net loss per ordinary share
|
$ | (2.58 | ) | $ | (0.37 | ) |
December 31, 2020
|
||||||||||||
As Previously
Reported |
Adjustments
|
As Restated
|
||||||||||
Balance Sheet:
|
||||||||||||
Derivative liabilities
|
$ | — | $ | 59,536,667 | $ | 59,536,667 | ||||||
Total current liabilities
|
533,908 | 59,536,667 | 60,070,575 | |||||||||
Total liabilities
|
16,283,908 | 59,536,667 | 75,820,575 | |||||||||
Redeemable Equity
|
429,534,010 | 20,471,927 | 450,005,937 | |||||||||
Class A ordinary shares
|
205 | (205 | ) | — | ||||||||
Additional
paid-in
capital
|
5,644,534 | (5,644,534 | ) | — | ||||||||
Accumulated deficit
|
(645,860 | ) | (74,363,855 | ) | (75,009,715 | ) | ||||||
Total shareholders’ (deficit) equity
|
5,000,004 | (80,008,594 | ) | (75,008,590 | ) |
For the Year Ended December 31, 2020
|
||||||||||||
As Previously
Reported |
Adjustments
|
As Restated
|
||||||||||
Statement of Operations:
|
||||||||||||
Professional fees, offering costs and other expenses
|
$ | 643,303 | $ | 752,751 | $ | 1,396,054 | ||||||
Change in fair value of derivatives
|
— | 31,926,667 | 31,926,667 | |||||||||
Loss from operations
|
(643,303 | ) | (32,679,418 | ) | (33,322,721 | ) | ||||||
Net loss attributable to ordinary shares
|
(637,366 | ) | (32,679,418 | ) | (33,316,784 | ) | ||||||
Basic and diluted net loss per Class A ordinary share
|
— | (2.58 | ) | (2.58 | ) | |||||||
Basic and diluted net loss per Class F ordinary share
|
— | (0.37 | ) | (0.37 | ) | |||||||
Statement of Cash Flows:
|
||||||||||||
Net loss attributable to ordinary shares
|
$ | (637,366 | ) | $ | (32,679,418 | ) | $ | (33,316,784 | ) | |||
Change in accrued professional fees and other expenses
|
440,322 | 752,751 | 1,193,073 | |||||||||
Change in fair value of derivatives
|
— | 31,926,667 | 31,926,667 |
• |
only holders of the Founder Shares have the right to vote on the election of directors prior to the Business Combination
|
• |
the Founder Shares are subject to certain transfer restrictions, as described in more detail below;
|
• |
the Initial Shareholders and the Company’s officers and directors entered into a letter agreement with the Company, pursuant to which they have agreed (i) to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the Business Combination within 24 months from the Close Date. If the Company submits the Business Combination to the public shareholders for a vote, the Initial Shareholders have agreed, pursuant to such letter agreement, to vote their Founder Shares and any Public Shares purchased during or after the Public Offering in favor of the Business Combination; and
|
• |
the Founder Shares are automatically convertible into Class A ordinary shares at the time of the Business Combination on a
one-for-one
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Liabilities:
|
||||||||||||||||
Warrants
|
$ | 19,350,000 | $ | — | $ | — | $ | 19,350,000 | ||||||||
Private Placement Warrants
|
— | 15,766,667 | — | 15,766,667 | ||||||||||||
Forward purchase agreements (FPAs)
|
— | — | 24,420,000 | 24,420,000 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total
|
$
|
19,350,000
|
|
$
|
15,766,667
|
|
$
|
24,420,000
|
|
$
|
59,536,667
|
|
||||
|
|
|
|
|
|
|
|
Warrants
|
Private
Placement Warrants |
Forward
Purchase Agreements (FPAs) |
Total
|
|||||||||||||
Liabilities:
|
||||||||||||||||
Fair value when issued (October 2020)
|
$ | 13,500,000 | $ | 11,000,000 | $ | 3,110,000 | $ | 27,610,000 | ||||||||
Change in fair value
|
5,850,000 | 4,766,667 | 21,310,000 | 31,926,667 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Fair value at December 31, 2020
|
$
|
19,350,000
|
|
$
|
15,766,667
|
|
$
|
24,420,000
|
|
$
|
59,536,667
|
|
||||
|
|
|
|
|
|
|
|
Warrants
|
Private
Placement Warrants |
Forward
Purchase Agreements (FPAs) |
Total
|
|||||||||||||
Liabilities:
|
||||||||||||||||
Fair value when issued (October 2020)
|
$ | 13,500,000 | $ | 11,000,000 | $ | 3,110,000 | $ | 27,610,000 | ||||||||
Change in fair value
|
— | — | 21,310,000 | 21,310,000 | ||||||||||||
Transfers
|
(13,500,000 | ) | (11,000,000 | ) | — | (24,500,000 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Total
|
$
|
—
|
|
$
|
—
|
|
$
|
24,420,000
|
|
$
|
24,420,000
|
|
||||
|
|
|
|
|
|
|
|
• |
Transaction Support Agreements, pursuant to which the Nerdy equity holders agreed to, among other things, vote in favor of the Business Combination Agreement and the Proposed Business Combination and to be bound by certain other covenants and agreements related to the Proposed Business Combination;
|
• |
A Stockholders Agreement, pursuant to which certain unit holders in Nerdy and our Sponsor were provided with certain governance and board nomination rights;
|
• |
Subscription Agreements with certain qualified institutional buyers and accredited investors (collectively, the “Investors”), pursuant to which, among other things, the Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell to the Investors, an aggregate of
15,000,000
newly issued shares of Class A Common Stock in connection with the closing of the Proposed Business Combination for aggregate gross proceeds of $150,000,000 (the “Pipe Financing”); and
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
|||||||||||||||
2021
|
2020
|
2021
|
2020
|
|||||||||||||
Revenue
|
$ | 32,786 | $ | 21,570 | $ | 67,351 | $ | 44,565 | ||||||||
Cost of revenue
|
11,513 | 7,523 | 22,705 | 15,982 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Gross Profit
|
21,273 | 14,047 | 44,646 | 28,583 | ||||||||||||
Sales and marketing expenses
|
14,165 | 7,411 | 28,747 | 17,615 | ||||||||||||
General and administrative expenses
|
14,526 | 9,475 | 27,772 | 20,647 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Operating loss
|
(7,418 | ) | (2,839 | ) | (11,873 | ) | (9,679 | ) | ||||||||
Interest expense
|
1,258 | 1,248 | 2,502 | 2,372 | ||||||||||||
Other expense (income), net
|
55 | 14 | 82 | 48 | ||||||||||||
Gain on extinguishment of debt
|
(8,395 | ) | — | (8,395 | ) | — | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss
|
$ | (336 | ) | $ | (4,101 | ) | $ | (6,062 | ) | $ | (12,099 | ) | ||||
|
|
|
|
|
|
|
|
|||||||||
Net loss per common unit, basic and diluted
|
$ | (0.01 | ) | $ | (0.05 | ) | $ | (0.07 | ) | $ | (0.14 | ) | ||||
Weighted average common units outstanding, basic and diluted
|
85,565 | 85,565 | 85,565 | 85,565 |
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
|||||||||||||||
2021
|
2020
|
2021
|
2020
|
|||||||||||||
Net loss
|
$ | (336 | ) | $ | (4,101 | ) | $ | (6,062 | ) | $ | (12,099 | ) | ||||
Other comprehensive income (loss)
|
||||||||||||||||
Foreign currency translation
|
16 | (10 | ) | 50 | (277 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total comprehensive loss
|
$ | (320 | ) | $ | (4,111 | ) | $ | (6,012 | ) | $ | (12,376 | ) | ||||
|
|
|
|
|
|
|
|
June 30,
2021 |
December 31,
2020 |
|||||||
Assets
|
||||||||
Current assets
|
||||||||
Cash and cash equivalents
|
$ | 14,718 | $ | 29,265 | ||||
Accounts receivable, net
|
1,442 | 475 | ||||||
Other current assets
|
2,256 | 1,821 | ||||||
|
|
|
|
|||||
Total current assets
|
18,416 | 31,561 | ||||||
Fixed assets, net
|
9,864 | 10,297 | ||||||
Goodwill
|
5,717 | 5,717 | ||||||
Intangible assets, net
|
8,035 | 8,534 | ||||||
Deferred issuance costs
|
2,278 | — | ||||||
Other assets
|
1,154 | 1,165 | ||||||
|
|
|
|
|||||
Total assets
|
$ | 45,464 | $ | 57,274 | ||||
|
|
|
|
|||||
Liabilities, Redeemable Preferred Units & Members’ Equity
|
||||||||
Current liabilities
|
||||||||
Accounts payable
|
$ | 5,243 | $ | 4,446 | ||||
Deferred revenue
|
17,695 | 17,270 | ||||||
Current portion of long-term debt
|
— | 6,535 | ||||||
Other current liabilities
|
6,127 | 6,090 | ||||||
|
|
|
|
|||||
Total current liabilities
|
29,065 | 34,341 | ||||||
Other liabilities
|
1,452 | 1,554 | ||||||
Long-term debt, net
|
39,620 | 41,044 | ||||||
|
|
|
|
|||||
Total liabilities
|
70,137 | 76,939 | ||||||
Redeemable preferred units:
|
||||||||
Class B Redeemable Preferred Units, no par value - 40,499,299 units authorized, issued and outstanding as of June 30, 2021 and December 31, 2020, respectively
|
259,638 | 259,638 | ||||||
Class C Redeemable Preferred Units, no par value - 18,586,623 units authorized, issued and outstanding as of June 30, 2021 and December 31, 2020, respectively
|
119,158 | 119,158 | ||||||
|
|
|
|
|||||
Total redeemable preferred units
|
378,796 | 378,796 | ||||||
Members’ Equity:
|
||||||||
Class A Preferred Units, no par value - 7,906,980 units authorized, issued and outstanding as of June 30, 2021 and December 31, 2020, respectively
|
3,309 | 3,309 | ||||||
Class A-1
Preferred Units, no par value - 7,822,681 units authorized, issued and outstanding as of June 30, 2021 and December 31, 2020, respectively
|
3,398 | 3,398 | ||||||
Common units, $0.000001 par value - 85,564,605 units authorized, issued and outstanding as of June 30, 2021 and December 31, 2020, respectively
|
86 | 86 | ||||||
Additional
paid-in
capital
|
7,837 | 6,833 | ||||||
Accumulated deficit
|
(418,445 | ) | (412,383 | ) | ||||
Accumulated other comprehensive income
|
346 | 296 | ||||||
|
|
|
|
|||||
Total members’ equity
|
(403,469 | ) | (398,461 | ) | ||||
|
|
|
|
|||||
Total liabilities, redeemable preferred units and members’ equity
|
$ | 45,464 | $ | 57,274 | ||||
|
|
|
|
Six Months Ended
June 30, |
||||||||
2021
|
2020
|
|||||||
Cash Flows From Operating Activities
|
||||||||
Net loss
|
$ | (6,062 | ) | $ | (12,099 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities
|
||||||||
Depreciation & amortization
|
2,629 | 2,470 | ||||||
Amortization of intangibles
|
536 | 519 | ||||||
Stock-based compensation
|
1,004 | 790 | ||||||
Amortization of deferred debt charges
|
335 | 321 | ||||||
Gain on extinguishment of debt
|
(8,395 | ) | — | |||||
Changes in assets and liabilities
|
||||||||
Accounts receivable
|
(967 | ) | 514 | |||||
Other current assets
|
(435 | ) | 44 | |||||
Other assets
|
11 | 17 | ||||||
Accounts payable
|
119 | 292 | ||||||
Other current liabilities
|
65 | 1,007 | ||||||
Other liabilities
|
(102 | ) | 321 | |||||
Deferred revenue
|
425 | (1,438 | ) | |||||
|
|
|
|
|||||
Net Cash Used In Operating Activities
|
(10,837 | ) | (7,242 | ) | ||||
|
|
|
|
|||||
Cash Flows From Investing Activities
|
||||||||
Capital expenditures
|
(2,115 | ) | (1,319 | ) | ||||
|
|
|
|
|||||
Net Cash Used In Investing Activities
|
(2,115 | ) | (1,319 | ) | ||||
|
|
|
|
|||||
Cash Flows From Financing Activities
|
||||||||
Deferred issuance costs
|
(1,606 | ) | — | |||||
Proceeds from promissory note
|
— | 8,293 | ||||||
Proceeds from loan and security agreement
|
— | 4,000 | ||||||
|
|
|
|
|||||
Net Cash (Used In) Provided By Financing Activities
|
(1,606 | ) | 12,293 | |||||
|
|
|
|
|||||
Effect of Exchange Rate Change on Cash
|
11 | (69 | ) | |||||
Net (decrease) increase in Cash, cash equivalents and restricted cash
|
(14,547 | ) | 3,663 | |||||
|
|
|
|
|||||
Cash, cash equivalents and restricted cash at beginning of period
|
30,682 | 27,896 | ||||||
|
|
|
|
|||||
Cash, cash equivalents and restricted cash at end of period
|
$ | 16,135 | $ | 31,559 | ||||
|
|
|
|
|||||
Supplemental Cash Flow Information
|
||||||||
Purchase of fixed assets included in accounts payable
|
$ | 79 | $ | — | ||||
Cash paid for interest
|
$ | 2,136 | $ | 2,006 |
Three Months Ended June 30, 2021
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Redeemable Preferred Units
|
Additional
paid-in
capital
|
Accumulated
deficit
|
Accumulated
other
comprehensive
income
|
Total
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
Class B
|
Class C
|
Class A
|
Class A-1
|
Common
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
Units
|
Value
|
Units
|
Value
|
Units
|
Value
|
Units
|
Value
|
Units
|
Value
|
|||||||||||||||||||||||||||||||||||||||||||||||
March 31, 2021
|
40,499,299 | $ | 259,638 | 18,586,623 | $ | 119,158 | 7,906,980 | $ | 3,309 | 7,822,681 | $ | 3,398 | 85,564,605 | $ | 86 | $ | 7,335 | $ | (418,109 | ) | $ | 330 | $ | (24,855 | ) | |||||||||||||||||||||||||||||||
Stock-based compensation
|
— | — | — | — | — | — | — | — | — | — | 502 | — | — | 502 | ||||||||||||||||||||||||||||||||||||||||||
Net loss
|
— | — | — | — | — | — | — | — | — | — | — | (336 | ) | — | (336 | ) | ||||||||||||||||||||||||||||||||||||||||
Foreign currency translation
|
— | — | — | — | — | — | — | — | — | — | — | — | 16 | 16 | ||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
June 30, 2021
|
40,499,299 | $ | 259,638 | 18,586,623 | $ | 119,158 | 7,906,980 | $ | 3,309 | 7,822,681 | $ | 3,398 | 85,564,605 | $ | 86 | $ | 7,837 | $ | (418,445 | ) | $ | 346 | $ | (24,673 | ) | |||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2020
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Redeemable Preferred Units
|
Additional
paid-in
capital
|
Accumulated
deficit
|
Accumulated
other
comprehensive
loss
|
Total
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
Class B
|
Class C
|
Class A
|
Class A-1
|
Common
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
Units
|
Value
|
Units
|
Value
|
Units
|
Value
|
Units
|
Value
|
Units
|
Value
|
|||||||||||||||||||||||||||||||||||||||||||||||
March 31, 2020
|
40,499,299 | $ | 109,492 | 18,586,623 | $ | 50,047 | 7,906,980 | $ | 3,309 | 7,822,681 | $ | 3,398 | 85,564,605 | $ | 86 | $ | 5,499 | $ | (176,461 | ) | $ | (91 | ) | $ | (4,721 | ) | ||||||||||||||||||||||||||||||
Stock-based compensation
|
— | — | — | — | — | — | — | — | — | — | 394 | — | — | 394 | ||||||||||||||||||||||||||||||||||||||||||
Net loss
|
— | — | — | — | — | — | — | — | — | — | — | (4,101 | ) | — | (4,101 | ) | ||||||||||||||||||||||||||||||||||||||||
Foreign currency translation
|
— | — | — | — | — | — | — | — | — | — | — | — | (10 | ) | (10 | ) | ||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
June 30, 2020
|
40,499,299 | $ | 109,492 | 18,586,623 | $ | 50,047 | 7,906,980 | $ | 3,309 | 7,822,681 | $ | 3,398 | 85,564,605 | $ | 86 | $ | 5,893 | $ | (180,562 | ) | $ | (101 | ) | $ | (8,438 | ) | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2021
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Redeemable Preferred Units
|
Additional
paid-in
capital
|
Accumulated
deficit
|
Accumulated
other
comprehensive
income
|
Total
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
Class B
|
Class C
|
Class A
|
Class A-1
|
Common
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
Units
|
Value
|
Units
|
Value
|
Units
|
Value
|
Units
|
Value
|
Units
|
Value
|
|||||||||||||||||||||||||||||||||||||||||||||||
December 31, 2020
|
40,499,299 | $ | 259,638 | 18,586,623 | $ | 119,158 | 7,906,980 | $ | 3,309 | 7,822,681 | $ | 3,398 | 85,564,605 | $ | 86 | $ | 6,833 | $ | (412,383 | ) | $ | 296 | $ | (19,665 | ) | |||||||||||||||||||||||||||||||
Stock-based compensation
|
— | — | — | — | — | — | — | — | — | — | 1,004 | — | — | 1,004 | ||||||||||||||||||||||||||||||||||||||||||
Net loss
|
— | — | — | — | — | — | — | — | — | — | — | (6,062 | ) | — | (6,062 | ) | ||||||||||||||||||||||||||||||||||||||||
Foreign currency translation
|
— | — | — | — | — | — | — | — | — | — | — | — | 50 | 50 | ||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
June 30, 2021
|
40,499,299 | $ | 259,638 | 18,586,623 | $ | 119,158 | 7,906,980 | $ | 3,309 | 7,822,681 | $ | 3,398 | 85,564,605 | $ | 86 | $ | 7,837 | $ | (418,445 | ) | $ | 346 | $ | (24,673 | ) | |||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2020
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Redeemable Preferred Units
|
Additional
paid-in
capital
|
Accumulated
deficit
|
Accumulated
other
comprehensive
income (loss)
|
Total
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
Class B
|
Class C
|
Class A
|
Class A-1
|
Common
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
Units
|
Value
|
Units
|
Value
|
Units
|
Value
|
Units
|
Value
|
Units
|
Value
|
|||||||||||||||||||||||||||||||||||||||||||||||
December 31, 2019
|
40,499,299 | $ | 109,492 | 18,586,623 | $ | 50,047 | 7,906,980 | $ | 3,309 | 7,822,681 | $ | 3,398 | 85,564,605 | $ | 86 | $ | 5,103 | $ | (168,463 | ) | $ | 176 | $ | 3,148 | ||||||||||||||||||||||||||||||||
Stock-based compensation
|
— | — | — | — | — | — | — | — | — | — | 790 | — | — | 790 | ||||||||||||||||||||||||||||||||||||||||||
Net loss
|
— | — | — | — | — | — | — | — | — | — | — | (12,099 | ) | — | (12,099 | ) | ||||||||||||||||||||||||||||||||||||||||
Foreign currency translation
|
— | — | — | — | — | — | — | — | — | — | — | — | (277 | ) | (277 | ) | ||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
June 30, 2020
|
40,499,299 | $ | 109,492 | 18,586,623 | $ | 50,047 | 7,906,980 | $ | 3,309 | 7,822,681 | $ | 3,398 | 85,564,605 | $ | 86 | $ | 5,893 | $ | (180,562 | ) | $ | (101 | ) | $ | (8,438 | ) | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
Organization and Description of Business
|
2.
|
Basis of Presentation
|
3.
|
Recently Issued Accounting Pronouncements
|
4.
|
Fair Value Measurement
|
5.
|
Cash, cash equivalents, and restricted cash
|
June 30,
2021 |
December 31,
2020 |
|||||||
Cash and cash equivalents
|
$ | 14,718 | $ | 29,265 | ||||
Restricted cash included in Other current assets
|
270 | 270 | ||||||
Restricted cash included in Other assets
|
1,147 | 1,147 | ||||||
|
|
|
|
|||||
Total Cash, Cash Equivalents, and Restricted Cash shown in the Condensed Consolidated Statements of Cash Flows
|
$ | 16,135 | $ | 30,682 | ||||
|
|
|
|
6.
|
Revenues
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
|||||||||||||||
2021
|
2020
|
2021
|
2020
|
|||||||||||||
Online
|
$ | 32,786 | $ | 20,718 | $ | 67,351 | $ | 38,037 | ||||||||
In-person
|
— | 852 | — | 6,528 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Revenue
|
$ | 32,786 | $ | 21,570 | $ | 67,351 | $ | 44,565 | ||||||||
|
|
|
|
|
|
|
|
June 30,
2021 |
December 31,
2020 |
|||||||
Accounts receivable, net
|
$ | 1,442 | $ | 475 | ||||
Deferred revenue
|
$ | 17,695 | $ | 17,270 |
7.
|
Fixed Assets, Net
|
June 30,
2021 |
December 31,
2020 |
|||||||
Fixed assets
|
$ | 24,994 | $ | 22,838 | ||||
Accumulated depreciation
|
(15,130 | ) | (12,541 | ) | ||||
|
|
|
|
|||||
Fixed assets, net
|
$ | 9,864 | $ | 10,297 | ||||
|
|
|
|
8.
|
Definite-Lived Intangible Assets, Net
|
June 30, 2021
|
||||||||||||
Carrying
Amount
|
Accumulated
Amortization
|
Net
Amount
|
||||||||||
Trade names
|
$ | 10,372 | $ | (2,669 | ) | $ | 7,703 | |||||
Foreign currency translation adjustment
|
341 | (9 | ) | 332 | ||||||||
|
|
|
|
|
|
|||||||
Intangible Assets, Net
|
$ | 10,713 | $ | (2,678 | ) | $ | 8,035 | |||||
|
|
|
|
|
|
December 31, 2020
|
||||||||||||
Carrying
Amount
|
Accumulated
Amortization
|
Net
Amount
|
||||||||||
Trade names
|
$ | 10,372 | $ | (2,099 | ) | $ | 8,273 | |||||
Foreign currency translation adjustment
|
295 | (34 | ) | $ | 261 | |||||||
|
|
|
|
|
|
|||||||
Intangible Assets, Net
|
$ | 10,667 | $ | (2,133 | ) | $ | 8,534 | |||||
|
|
|
|
|
|
9.
|
Other Current Liabilities
|
June 30,
2021 |
December 31,
2020 |
|||||||
Accrued payroll
|
$ | 1,351 | $ | 742 | ||||
Accrued CARES Act FICA deferral
|
589 | 589 | ||||||
Accrued professional services
|
489 | 1,037 | ||||||
Accrued sublease liability
|
335 | 688 | ||||||
Other
|
3,363 | 3,034 | ||||||
|
|
|
|
|||||
Total
|
$ | 6,127 | $ | 6,090 | ||||
|
|
|
|
10.
|
Debt
|
June 30,
2021 |
December 31,
2020 |
|||||||
Loan and security agreement
|
$ | 39,000 | $ | 39,000 | ||||
Promissory note
|
— | 8,293 | ||||||
Paid-in-kind
|
392 | 283 | ||||||
End of term charge
|
548 | 399 | ||||||
Less: Debt issuance costs, net
|
(320 | ) | (396 | ) | ||||
|
|
|
|
|||||
Total debt
|
$ | 39,620 | $ | 47,579 | ||||
Less: current maturities of long-term debt
|
— | 6,535 | ||||||
|
|
|
|
|||||
Total long-term debt
|
$ | 39,620 | $ | 41,044 | ||||
|
|
|
|
11.
|
Deferred Issuance Costs
|
12.
|
Earnings per Unit
|
Three Months Ended
June 30,
|
Six months ended
June 30,
|
|||||||||||||||
2021
|
2020
|
2021
|
2020
|
|||||||||||||
Basic and diluted earnings per unit:
|
||||||||||||||||
Net loss
|
$ | (336 | ) | $ | (4,101 | ) | $ | (6,062 | ) | $ | (12,099 | ) | ||||
Undeclared dividends on nonredeemable preferred units
|
(145 | ) | (145 | ) | (290 | ) | (290 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
(481 | ) | (4,246 | ) | (6,352 | ) | (12,389 | ) | |||||||||
Weighted average common units outstanding:
|
85,565 | 85,565 | 85,565 | 85,565 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Basic and diluted earnings per unit
|
$ | (0.01 | ) | $ | (0.05 | ) | $ | (0.07 | ) | $ | (0.14 | ) |
Three Months Ended
June 30,
|
Six months ended
June 30,
|
|||||||||||||||
2021
|
2020
|
2021
|
2020
|
|||||||||||||
Anti-dilutive units:
|
||||||||||||||||
Class A preferred units
|
7,906,980 | 7,906,980 | 7,906,980 | 7,906,980 | ||||||||||||
Class A-1
preferred units
|
7,822,681 | 7,822,681 | 7,822,681 | 7,822,681 | ||||||||||||
Class B preferred units
|
40,499,299 | 40,499,299 | 40,499,299 | 40,499,299 | ||||||||||||
Class C preferred units
|
18,586,623 | 18,586,623 | 18,586,623 | 18,586,623 | ||||||||||||
Profits interest units
|
30,732,995 | 30,102,751 | 30,732,995 | 30,102,751 |
13.
|
Related Parties
|
14.
|
Legal Proceedings
|
15.
|
Subsequent Events
|
Year Ended December 31,
|
||||||||||||
2020
|
2019
|
2018
|
||||||||||
Revenue
|
$ | 103,968 | $ | 90,452 | $ | 72,038 | ||||||
Cost of revenue
|
34,834 | 30,830 | 26,501 | |||||||||
|
|
|
|
|
|
|||||||
Gross profit
|
69,134 | 59,622 | 45,537 | |||||||||
Sales and marketing expenses
|
43,838 | 37,967 | 30,494 | |||||||||
General and administrative expenses
|
43,231 | 42,192 | 40,592 | |||||||||
|
|
|
|
|
|
|||||||
Operating loss
|
(17,935 | ) | (20,537 | ) | (25,549 | ) | ||||||
Interest expense
|
4,904 | 2,101 | 157 | |||||||||
Other expense (income), net
|
1,824 | (199 | ) | (329 | ) | |||||||
|
|
|
|
|
|
|||||||
Net loss
|
$ | (24,663 | ) | $ | (22,439 | ) | $ | (25,377 | ) | |||
|
|
|
|
|
|
|||||||
Net loss per common unit, basic and diluted
|
$ | (2.86 | ) | $ | (0.27 | ) | $ | (0.30 | ) | |||
Weighted average common units outstanding, basic and diluted
|
85,565 | 85,565 | 85,565 |
Year Ended December 31,
|
||||||||||||
2020
|
2019
|
2018
|
||||||||||
Net loss
|
$ | (24,663 | ) | $ | (22,439 | ) | $ | (25,377 | ) | |||
Other comprehensive income (loss)
|
||||||||||||
Foreign currency translation
|
120 | 141 | (270 | ) | ||||||||
|
|
|
|
|
|
|||||||
Total comprehensive loss
|
$ | (24,543 | ) | $ | (22,298 | ) | $ | (25,647 | ) | |||
|
|
|
|
|
|
December 31,
|
||||||||
2020
|
2019
|
|||||||
Assets
|
||||||||
Current assets
|
||||||||
Cash and cash equivalents
|
$ | 29,265 | $ | 25,044 | ||||
Accounts receivable, net
|
475 | 758 | ||||||
Other current assets
|
1,821 | 2,307 | ||||||
|
|
|
|
|||||
Total current assets
|
31,561 | 28,109 | ||||||
Fixed assets, net
|
10,297 | 12,878 | ||||||
Goodwill
|
5,717 | 5,717 | ||||||
Intangible assets, net
|
8,534 | 9,481 | ||||||
Other assets
|
1,165 | 2,606 | ||||||
|
|
|
|
|||||
Total assets
|
$ | 57,274 | $ | 58,791 | ||||
|
|
|
|
|||||
Liabilities, Redeemable Preferred Units & Members’ Equity
|
||||||||
Current liabilities
|
||||||||
Accounts payable
|
$ | 4,446 | $ | 2,267 | ||||
Current portion of long-term debt
|
6,535 | — | ||||||
Other current liabilities
|
6,090 | 4,024 | ||||||
Deferred revenue
|
17,270 | 14,723 | ||||||
|
|
|
|
|||||
Total current liabilities
|
34,341 | 21,014 | ||||||
Other liabilities
|
1,554 | — | ||||||
Long-term debt, net
|
41,044 | 34,629 | ||||||
|
|
|
|
|||||
Total liabilities
|
76,939 | 55,643 | ||||||
Commitments and Contingencies (See Note 14)
|
||||||||
Redeemable Preferred Units:
|
||||||||
Class B Redeemable Preferred Units, no par value—40,499,299 units authorized, issued and outstanding as of December 31, 2020, and 2019, respectively
|
259,638 | 109,492 | ||||||
Class C Redeemable Preferred Units, no par value—18,586,623 units authorized, issued and outstanding as of December 31, 2020, and 2019, respectively
|
119,158 | 50,047 | ||||||
|
|
|
|
|||||
Total redeemable preferred units
|
378,796 | 159,539 | ||||||
Members’ Equity:
|
||||||||
Class A Preferred Units, no par value—7,906,980 units authorized, issued and outstanding as of December 31, 2020, and 2019, respectively
|
3,309 | 3,309 | ||||||
Class A-1
Preferred Units, no par value—7,822,681 units authorized, issued and outstanding as of December 31, 2020, and 2019, respectively
|
3,398 | 3,398 | ||||||
Common units, $0.000001 par value—85,564,605 units authorized, issued and outstanding as of December 31, 2020, and 2019, respectively
|
86 | 86 | ||||||
Additional
paid-in
capital
|
6,833 | 5,103 | ||||||
Accumulated deficit
|
(412,383 | ) | (168,463 | ) | ||||
Accumulated other comprehensive loss
|
296 | 176 | ||||||
|
|
|
|
|||||
Total members’ equity
|
(398,461 | ) | (156,391 | ) | ||||
|
|
|
|
|||||
Total liabilities, redeemable preferred units and members’ equity
|
$ | 57,274 | $ | 58,791 | ||||
|
|
|
|
Year Ended December 31,
|
||||||||||||
2020
|
2019
|
2018
|
||||||||||
Cash Flows Used In Operating Activities
|
||||||||||||
Net loss
|
$ | (24,663 | ) | $ | (22,439 | ) | $ | (25,377 | ) | |||
Adjustments to reconcile net loss to net cash used in operating activities
|
||||||||||||
Depreciation & amortization
|
4,997 | 3,956 | 2,535 | |||||||||
Amortization of intangibles
|
1,046 | 1,053 | — | |||||||||
Loss (gain) on asset dispositions
|
458 | (4 | ) | 7 | ||||||||
Stock-based compensation
|
1,730 | 1,747 | 1,405 | |||||||||
Amortization of deferred debt charges
|
657 | 242 | — | |||||||||
Changes in assets and liabilities
|
||||||||||||
Accounts receivable
|
283 | (239 | ) | 632 | ||||||||
Other current assets
|
343 | (283 | ) | 270 | ||||||||
Other assets
|
149 | 71 | 50 | |||||||||
Accounts payable
|
2,179 | 953 | 186 | |||||||||
Other current liabilities
|
2,066 | (1,401 | ) | 793 | ||||||||
Other liabilities
|
1,554 | — | — | |||||||||
Deferred revenue
|
2,547 | 26 | 4,831 | |||||||||
|
|
|
|
|
|
|||||||
Net Cash Used In Operating Activities
|
(6,654 | ) | (16,318 | ) | (14,668 | ) | ||||||
|
|
|
|
|
|
|||||||
Cash Flows Used In Investing Activities
|
||||||||||||
Capital expenditures
|
(2,874 | ) | (6,356 | ) | (5,842 | ) | ||||||
Acquisitions
|
— | — | (10,000 | ) | ||||||||
|
|
|
|
|
|
|||||||
Net Cash Used In Investing Activities
|
(2,874 | ) | (6,356 | ) | (15,842 | ) | ||||||
|
|
|
|
|
|
|||||||
Cash Flows Provided By Financing Activities
|
||||||||||||
Proceeds from revolving debt facility
|
— | — | 10,000 | |||||||||
Repayment of revolving debt facility
|
— | (10,000 | ) | — | ||||||||
Proceeds from loan and security agreement
|
4,000 | 35,000 | — | |||||||||
Proceeds from promissory note
|
8,293 | — | — | |||||||||
Debt issuance costs
|
— | (613 | ) | — | ||||||||
Capital contributions
|
— | — | 1,083 | |||||||||
Settlement redemption
|
— | — | (50 | ) | ||||||||
|
|
|
|
|
|
|||||||
Net Cash Provided By Financing Activities
|
12,293 | 24,387 | 11,033 | |||||||||
|
|
|
|
|
|
|||||||
Effect of Exchange Rate Change on Cash
|
21 | 28 | (13 | ) | ||||||||
Net increase (decrease) in Cash, cash equivalents and restricted cash
|
2,786 | 1,741 | (19,490 | ) | ||||||||
|
|
|
|
|
|
|||||||
Cash, cash equivalents and restricted cash at beginning of year
|
27,896 | 26,155 | 45,645 | |||||||||
|
|
|
|
|
|
|||||||
Cash, cash equivalents and restricted cash at end of year
|
$ | 30,682 | $ | 27,896 | $ | 26,155 | ||||||
|
|
|
|
|
|
|||||||
Supplemental Cash Flow Information
|
||||||||||||
Cash paid for interest
|
$ | 4,148 | $ | 1,442 | $ | — |
Redeemable Preferred Units
|
Class A
|
Class A-1
|
Common
|
Additional
paid-in
capital |
Accumulated
deficit |
Accumulated
other comprehensive income |
Total
|
|||||||||||||||||||||||||||||||||||||||||||||||||
Class B
|
Class C
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||
Units
|
Value
|
Units
|
Value
|
Units
|
Value
|
Units
|
Value
|
Units
|
Value
|
|||||||||||||||||||||||||||||||||||||||||||||||
December 31, 2017
|
40,539,397 | $ | 109,542 | 18,185,918 | $ | 48,964 | 7,906,980 | $ | 3,309 | 7,822,681 | $ | 3,398 | 85,564,605 | $ | 86 | $ | 1,951 | $ | (137,414 | ) | $ | 305 | $ | 30,141 | ||||||||||||||||||||||||||||||||
Capital contribution
|
— | — | 400,705 | 1,083 | — | — | — | — | — | — | — | — | — | 1,083 | ||||||||||||||||||||||||||||||||||||||||||
Settlement redemption
|
(40,098 | ) | (50 | ) | — | — | — | — | — | — | — | — | — | — | — | (50 | ) | |||||||||||||||||||||||||||||||||||||||
Stock-based compensation
|
— | — | — | — | — | — | — | — | — | — | 1,405 | — | — | 1,405 | ||||||||||||||||||||||||||||||||||||||||||
Net loss
|
— | — | — | — | — | — | — | — | — | — | — | (25,377 | ) | — | (25,377 | ) | ||||||||||||||||||||||||||||||||||||||||
Foreign currency translation
|
— | — | — | — | — | — | — | — | — | — | — | — | (270 | ) | (270 | ) | ||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
December 31, 2018
|
40,499,299 | $ | 109,492 | 18,586,623 | $ | 50,047 | 7,906,980 | $ | 3,309 | 7,822,681 | $ | 3,398 | 85,564,605 | $ | 86 | $ | 3,356 | $ | (162,791 | ) | $ | 35 | $ | 6,932 | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
Balance at January 1, 2019, as previously reported
|
40,499,299 | 109,492 | 18,586,623 | 50,047 | 7,906,980 | 3,309 | 7,822,681 | 3,398 | 86,564,605 | 86 | 3,356 | (162,791 | ) | 35 | 6,932 | |||||||||||||||||||||||||||||||||||||||||
Impact of change in accounting policy
|
— | — | — | — | — | — | — | — | — | — | 16,767 | — | 16,767 | |||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
Adjusted balance at January 1, 2019
|
40,499,299 | $ | 109,492 | 18,586,623 | $ | 50,047 | 7,906,980 | $ | 3,309 | 7,822,681 | $ | 3,398 | 85,564,605 | $ | 86 | $ | 3,356 | $ | (146,024 | ) | $ | 35 | $ | 23,699 | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
Stock-based compensation
|
— | — | — | — | — | — | — | — | — | — | 1,747 | — | — | 1,747 | ||||||||||||||||||||||||||||||||||||||||||
Net loss
|
— | — | — | — | — | — | — | — | — | — | — | (22,439 | ) | — | (22,439 | ) | ||||||||||||||||||||||||||||||||||||||||
Foreign currency translation
|
— | — | — | — | — | — | — | — | — | — | — | — | 141 | 141 | ||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
December 31, 2019
|
40,499,299 | $ | 109,492 | 18,586,623 | $ | 50,047 | 7,906,980 | $ | 3,309 | 7,822,681 | $ | 3,398 | 85,564,605 | $ | 86 | $ | 5,103 | $ | (168,463 | ) | $ | 176 | $ | 3,148 | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
Stock-based compensation
|
— | — | — | — | — | — | — | — | — | — | 1,730 | — | — | 1,730 | ||||||||||||||||||||||||||||||||||||||||||
Net loss
|
— | — | — | — | — | — | — | — | — | — | — | (24,663 | ) | — | (24,663 | ) | ||||||||||||||||||||||||||||||||||||||||
Foreign currency translation
|
— | — | — | — | — | — | — | — | — | — | — | — | 120 | 120 | ||||||||||||||||||||||||||||||||||||||||||
Redeemable Preferred Unit accretion
|
— | 150,146 | — | 69,111 | — | — | — | — | — | — | — | (219,257 | ) | — | — | |||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
December 31, 2020
|
40,499,299 | $ | 259,638 | 18,586,623 | $ | 119,158 | 7,906,980 | $ | 3,309 | 7,822,681 | $ | 3,398 | 85,564,605 | $ | 86 | $ | 6,833 | $ | (412,383 | ) | $ | 296 | $ | (19,665 | ) | |||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase price
|
$ | 10,000 | ||
Allocation of purchase price:
|
||||
Other current assets
|
297 | |||
Fixed assets
|
16 | |||
Intangible assets
|
4,299 | |||
Other assets
|
152 | |||
|
|
|||
Total assets
|
4,764 | |||
Accounts payable and accrued expenses
|
481 | |||
|
|
|||
Net assets required
|
4,283 | |||
|
|
|||
Goodwill
|
$ | 5,717 | ||
|
|
December 31
|
||||||||||||
2020
|
2019
|
2018
|
||||||||||
Cash and cash equivalents
|
$ | 29,265 | $ | 25,044 | $ | 23,278 | ||||||
Restricted cash included in Other current assets
|
270 | 412 | — | |||||||||
Restricted cash included in Other assets
|
1,147 | 2,440 | 2,877 | |||||||||
|
|
|
|
|
|
|||||||
Total Cash, Cash Equivalents and Restricted Cash shown in the Consolidated Statements of Cash Flows
|
$ | 30,682 | $ | 27,896 | $ | 26,155 | ||||||
|
|
|
|
|
|
December 31,
|
||||||||
2020
|
2019
|
|||||||
Accounts receivable, net
|
$ | 475 | $ | 758 | ||||
Deferred revenue
|
$ | 17,270 | $ | 14,723 |
Year Ended December 31,
|
||||||||||||
2020
|
2019
|
2018
|
||||||||||
Online
|
$ | 97,440 | $ | 64,378 | $ | 41,860 | ||||||
In-person
|
6,528 | 26,074 | 30,178 | |||||||||
|
|
|
|
|
|
|||||||
Revenue
|
$ | 103,968 | $ | 90,452 | $ | 72,038 | ||||||
|
|
|
|
|
|
December 31,
|
||||||||
2020
|
2019
|
|||||||
Capitalized internal use software
|
$ | 17,906 | $ | 15,077 | ||||
Office equipment
|
1,702 | 1,978 | ||||||
Leasehold improvements
|
1,489 | 1,677 | ||||||
Furniture & fixtures
|
941 | 1,502 | ||||||
Other assets
|
800 | 800 | ||||||
|
|
|
|
|||||
Fixed assets
|
22,838 | 21,034 | ||||||
Less: accumulated depreciation and amortization
|
(12,541 | ) | (8,156 | ) | ||||
|
|
|
|
|||||
Fixed assets, net
|
$ | 10,297 | $ | 12,878 | ||||
|
|
|
|
December 31, 2020
|
||||||||||||
Carrying
Amount |
Accumulated
Amortization |
Net
Amount |
||||||||||
Trade names
|
$ | 10,372 | $ | (2,099 | ) | $ | 8,273 | |||||
Foreign currency translation adjustment
|
295 | (34 | ) | 261 | ||||||||
|
|
|
|
|
|
|||||||
Intangible Assets, Net
|
$ | 10,667 | $ | (2,133 | ) | $ | 8,534 | |||||
|
|
|
|
|
|
December 31, 2019
|
||||||||||||
Carrying
Amount |
Accumulated
Amortization |
Net
Amount |
||||||||||
Trade names
|
$ | 10,372 | $ | (1,053 | ) | $ | 9,319 | |||||
Foreign currency translation adjustment
|
162 | — | 162 | |||||||||
|
|
|
|
|
|
|||||||
Intangible Assets, Net
|
$ | 10,534 | $ | (1,053 | ) | $ | 9,481 | |||||
|
|
|
|
|
|
2021
|
$ | 1,046 | ||
2022
|
1,046 | |||
2023
|
1,046 | |||
2024
|
1,046 | |||
2025
|
1,046 | |||
Thereafter
|
3,304 | |||
|
|
|||
Total
|
$ | 8,534 | ||
|
|
December 31,
|
||||||||
2020
|
2019
|
|||||||
Accrued professional services
|
$ | 1,037 | $ | 123 | ||||
Accrued payroll
|
742 | 771 | ||||||
Accrued sublease liability
|
688 | — | ||||||
Accrued CARES Act FICA deferral
|
589 | — | ||||||
Other
|
3,034 | 3,130 | ||||||
|
|
|
|
|||||
Total
|
$ | 6,090 | $ | 4,024 | ||||
|
|
|
|
December 31,
|
||||||||
2020
|
2019
|
|||||||
Loan and security agreement
|
$ | 39,000 | $ | 35,000 | ||||
Promissory note
|
8,293 | — | ||||||
Paid-in-kind
|
283 | 69 | ||||||
End of term charge
|
399 | 109 | ||||||
Less: Debt issuance costs, net
|
(396 | ) | (549 | ) | ||||
|
|
|
|
|||||
Total debt
|
$ | 47,579 | $ | 34,629 | ||||
|
|
|
|
|||||
Less: current maturities of long-term debt
|
6,535 | — | ||||||
Total long-term debt
|
$ | 41,044 | $ | 34,629 | ||||
|
|
|
|
• |
Equity price per unit is based on an enterprise valuation of the Company in effect at the time of grant
|
• |
The expected term varies from 6 to 10 years and is determined using the simplified method based on the weighted average term to vest and the contractual term for each individual grant
|
• |
The dividend yield is set at zero as the underlying security does not pay a dividend
|
• |
The volatility rate varies from 45% to 55% based on observed historical stock price movements over a period commensurate with the expected life of each PIU, as well as, consideration for the implied volatility of the guideline companies as of each grant date
|
• |
The risk-free rate varies from 1.28% to 2.95% to correspond with the expected life as of each grant date, based on observation of yields on U.S. Treasury constant maturities
|
Number of
Units |
Weighted
Average Fair
Value Per Unit |
|||||||
Non-vested
profits interest units at December 31, 2017
|
6,827,138 | $ | 0.22 | |||||
|
|
|
|
|||||
Granted
|
11,414,684 | 0.45 | ||||||
Vested
|
(2,942,987 | ) | 0.22 | |||||
Settled
|
(402,284 | ) | 0.23 | |||||
Forfeited
|
(477,250 | ) | 0.34 | |||||
|
|
|
|
|||||
Non-vested
profits interest units at December 31, 2018
|
14,419,301 | $ | 0.40 | |||||
Granted
|
6,354,248 | 0.59 | ||||||
Vested
|
(4,604,155 | ) | 0.34 | |||||
Forfeited
|
(3,864,945 | ) | 0.46 | |||||
|
|
|
|
|||||
Non-vested
profits interest units at December 31, 2019
|
12,304,449 | $ | 0.50 | |||||
Granted
|
2,280,244 | 0.83 | ||||||
Vested
|
(4,071,402 | ) | 0.50 | |||||
Forfeited
|
— | — | ||||||
|
|
|
|
|||||
Non-vested
profits interest units at December 31, 2020
|
10,513,291 | $ | 0.57 |
Year Ended December 31,
|
||||||||||||
2020
|
2019
|
2018
|
||||||||||
Basic and diluted earnings per unit:
|
||||||||||||
Net loss
|
$ | (24,663 | ) | $ | (22,439 | ) | $ | (25,377 | ) | |||
Undeclared dividends on nonredeemable preferred units
|
(578 | ) | (578 | ) | (578 | ) | ||||||
Redeemable Preferred Unit accretion
|
(219,257 | ) | — | — | ||||||||
|
|
|
|
|
|
|||||||
(244,498 | ) | (23,017 | ) | (25,955 | ) | |||||||
Weighted average common units outstanding:
|
85,564,605 | 85,564,605 | 85,564,605 | |||||||||
|
|
|
|
|
|
|||||||
Basic and diluted earnings per unit
|
$ | (2.86 | ) | $ | (0.27 | ) | $ | (0.30 | ) |
Year Ended December 31,
|
||||||||||||
2020
|
2819
|
2018
|
||||||||||
Anti-dilutive units:
|
||||||||||||
Class A preferred units
|
7,906,980 | 7,906,980 | 7,906,980 | |||||||||
Class A-1
preferred units
|
7,822,681 | 7,822,681 | 7,822,681 | |||||||||
Class B preferred units
|
40,499,299 | 40,499,299 | 40,499,299 | |||||||||
Class C preferred units
|
18,586,623 | 18,586,623 | 18,586,623 | |||||||||
Profits interest units
|
30,732,995 | 28,452,751 | 25,963,448 |
2021
|
$ | 1,891 | ||
2022
|
1,749 | |||
2023
|
1,599 | |||
2024
|
1,250 | |||
2025
|
632 | |||
Thereafter
|
— | |||
|
|
|||
Total
|
$ | 7,121 | ||
|
|
2021
|
$ | 588 | ||
2022
|
981 | |||
2023
|
1,000 | |||
2024
|
1,019 | |||
2025
|
516 | |||
Thereafter
|
— | |||
|
|
|||
Total
|
$ | 4,104 | ||
|
|
Exhibit A | Form of Pace Certificate of Incorporation | |
Exhibit B | Form of Pace Bylaws | |
Exhibit C | Form of Transaction Support Agreement | |
Exhibit D | Form of Amended and Restated Registration Rights Agreement | |
Exhibit E | Form of Second A&R LLCA | |
Exhibit F | Form of Written Consent | |
Exhibit G | Capitalization | |
Exhibit H | Form of Tax Receivable Agreement | |
Schedule A | Company Knowledge Parties | |
Schedule B | Key Company Holders and Blocker Holders | |
Schedule C | Blocker Restructuring |
Defined Term
|
Location of Definition
|
|
Action | § 5.09 | |
Agreement | Preamble | |
Aggregate Consideration | § 4.01(a) | |
Allocation Schedule | § 4.01(b) | |
Alternative Transaction | § 9.04 | |
Antitrust Laws | § 9.11(a) | |
Audited Financial Statements | § 5.07(a) | |
Balance Sheet Date
Blocker Holders
|
§ 5.07(a)
Preamble
|
|
Blocker Merger Sub I | Preamble | |
Blocker Merger Sub II | Preamble | |
Blocker Merger Subs | Preamble | |
Blocker Restructuring | § 2.02(a) | |
Blocker Surviving Corporation | § 3.02(a) | |
Blockers | Preamble | |
Blue Sky Laws | § 5.05(b) | |
Certificate of Merger | § 2.03(b) | |
Claims | § 8.03 | |
Closing | § 2.02(d) | |
Closing Date | § 2.02(d) | |
Closing Filing | § 9.09 | |
Closing Payoff | § 9.17(a) | |
Closing Press Release | § 9.09 | |
Company | Preamble | |
Company Board | Recitals | |
Company D&O Persons | § 9.06(a) | |
Company LLC Conversion | Recitals | |
Company Merger Sub | Preamble | |
Company Permits
Company Prepared Returns
|
§ 5.06
§ 9.13(a)
|
|
Company Recapitalization | § 2.02(b) | |
Company UAR Exchange Ratio | § 4.01(b) | |
Company UAR Number | § 4.01(b) | |
Confidentiality Agreement | § 9.03(b) | |
Continuing Employees | § 9.05(b) | |
Contracting Parties | § 12.11 | |
Converted Company Profit Unit | § 2.02(b) | |
Data Security Requirements | § 5.13(j) | |
Delivered Financial Statements | § 9.16 | |
Direct Blocker Certificate of Merger | § 3.02(b) | |
Direct Blocker Effective Time | § 3.02(b) | |
Direct Blocker Mergers | Recitals | |
DGCL | Recitals | |
DLLCA | Recitals | |
Domestication | Recitals | |
Earnout Consideration | § 4.03(a) | |
Effect | Definition of Company Material Adverse Effect | |
Effective Time | § 2.03(b) |
Defined Term
|
Location of Definition
|
|
Environmental Permits | § 5.15 | |
ERISA Affiliate | § 5.10(c) | |
Exchange Act | § 5.05(b) | |
Exchange Agent | § 4.02(a) | |
Exchange Fund | § 4.02(a) | |
Forfeited Pace Warrants | Recitals | |
Forward Purchase Agreements | Recitals | |
GAAP | § 5.07(a) | |
Governmental Authority | § 5.05(b) | |
Insurance Policies | § 5.17(a) | |
Intended Tax Treatment | § 9.13(c)(v) | |
IRS | § 5.10(b) | |
Learn Blocker | Preamble | |
Lease | § 5.12(b) | |
Lease Documents | § 5.12(b) | |
Letter Agreement | Recitals | |
Letter of Transmittal | § 4.02(b)(i) | |
Material Contracts | § 5.16(a) | |
Maximum Premium | § 9.06(b) | |
Merger | Recitals | |
Merger Subs | Preamble | |
Modified Withholding Statement | § 4.04(c) | |
Nonparty Affiliates | § 12.11 | |
Outside Date | § 11.01(b) | |
Pace | Preamble | |
Pace Board | Recitals | |
Pace Bylaws | Recitals | |
Pace Certificate of Incorporation | Recitals | |
Pace Equity Plan | § 9.05(c) | |
Pace Preferred Shares
Pace Prepared Returns
|
§ 7.03(a)
§ 9.13(a)
|
|
Pace Proposals | § 9.02(a) | |
Pace SAR | § 4.01(d)(iv) | |
Pace SEC Reports | § 7.07(a) | |
Pace Shareholders’ Meeting | § 9.02(a) | |
Pace Tail Policy | § 9.06(c) | |
Parties | Preamble | |
Payoff Letters | § 9.17(a) | |
Plans | § 5.10(a) | |
PPACA | § 5.10(f) | |
Private Placements | Recitals | |
Registration Rights Agreement | Recitals | |
Registration Statement / Proxy Statement | § 9.01(a) | |
Release Documentation | § 9.17(a) | |
Remedies Exceptions | § 5.04 | |
Reverse Blocker Certificate of Merger | § 3.01(b) | |
Reverse Blocker Effective Time | § 3.01(b) | |
Reverse Blocker Merger | Recitals | |
Reverse Blocker Surviving Corporation | § 3.01(a) | |
Securities Act | § 5.05(b) | |
Signing Filing | § 9.09 |
Defined Term
|
Location of Definition
|
|
Signing Press Release | § 9.09 | |
Special Resolution Proposals | § 9.02(a) | |
Stockholders Agreement | Recitals | |
Special Resolution Proposals | § 9.02(a) | |
Subscription Agreements | Recitals | |
Supporting Equity Holders | Recitals | |
Surviving Entity | § 2.03(a) | |
Tax Receivable Agreement | Recitals | |
TCV Blocker | Preamble | |
Terminating Company Breach | § 11.01(e) | |
Terminating Pace Breach | § 11.01(f) | |
Transaction Support Agreements | Recitals | |
Trust Account | § 7.13 | |
Trust Agreement | § 7.13 | |
Trust Fund | § 7.13 | |
Trustee | § 7.13 | |
Waiver Agreement | Recitals | |
Written Consent | § 9.15(a) | |
Written Consent Deadline | § 9.15(a) |
TPG PACE TECH OPPORTUNITIES CORP.
|
||
By: | /s/ Eduardo Tamraz | |
Name: | Eduardo Tamraz | |
Title: | Secretary | |
TPG PACE TECH MERGER SUB, LLC
|
||
By: | /s/ Michael LaGatta | |
Name: | Michael LaGatta | |
Title: | Vice President |
LIVE LEARNING TECHNOLOGIES LLC
|
||
By: | /s/ Charles Cohn | |
Name: | Charles Cohn | |
Title: | Chief Executive Officer | |
TCV VIII (A) VT, INC.
|
||
By: | /s/ Frederic D. Fenton | |
Name: | Frederic D. Fenton | |
Title: | President | |
LCSOF XI VT, INC.
|
||
By: | /s/ Paul Strange | |
Name: | Paul Strange | |
Title: | President and CEO |
TPG PACE BLOCKER MERGER SUB I INC.
|
||
By: | /s/ Michael LaGatta | |
Name: | Michael LaGatta | |
Title: | Vice President | |
TPG PACE BLOCKER MERGER SUB II INC.
|
||
By: | /s/ Michael LaGatta | |
Name: | Michael LaGatta | |
Title: | Vice President |
BLOCKER HOLDERS
Section 9.13
,
Section 9.14
and
Section 9.18
.
|
||
TCV VIII (A), L.P.
|
||
By: Technology Crossover Management VIII, L.P. | ||
It: General Partner | ||
By: Technology Crossover Management VIII, Ltd. | ||
Its: General Partner | ||
By: Ric Fenton as authorized signatory | ||
By: | /s/ Frederic D. Fenton | |
Name: | Frederic D. Fenton | |
Title: | Authorized Signatory | |
LEARN CAPITAL SPECIAL
OPPORTUNITIES FUND X, L.P.
|
||
By: Learn Capital Management X, LLC | ||
By: | /s/ Rob Hutter | |
Name: | Rob Hutter | |
Title: | Managing Member | |
LEARN CAPITAL SPECIAL
OPPORTUNITIES FUND XI, L.P.
|
||
By: Learn Capital Management XI, LLC | ||
By: | /s/ Rob Hutter | |
Name: | Rob Hutter | |
Title: | Managing Member |
LEARN CAPITAL SPECIAL OPPORTUNITIES FUND XII, L.P.
|
||
By: Learn Capital Management XII, LLC | ||
By: | /s/ Rob Hutter | |
Name: | Rob Hutter | |
Title: | Managing Member | |
LEARN CAPITAL SPECIAL OPPORTUNITIES FUND XIII, L.P.
|
||
By: Learn Capital Management XIII, LLC | ||
By: | /s/ Rob Hutter | |
Name: | Rob Hutter | |
Title: | Managing Member | |
LEARN CAPITAL SPECIAL OPPORTUNITIES FUND XVI, L.P.
|
||
By: Learn Capital Management XVI, LLC | ||
By: | /s/ Rob Hutter | |
Name: | Rob Hutter | |
Title: | Managing Member |
TPG PACE TECH OPPORTUNITIES CORP.
|
||
By |
/s/ Eduardo Tamraz
|
|
Name: | Eduardo Tamraz | |
Title: | Secretary |
LIVE LEARNING TECHNOLOGIES LLC
|
||
By |
/s/ Charles Cohn
|
|
Name: | Charles Cohn | |
Title: | Chief Executive Officer |
TCV VIII (A) VT, INC.
|
||
By |
/s/ Frederic D. Fenton
|
|
Name: | Frederic D. Fenton | |
Title: | President |
LCSOF XI VT, INC.
|
||
By |
/s/ Paul Strange
|
|
Name: | Paul Strange | |
Title: | President and CEO |
TPG PACE TECH MERGER SUB, LLC
|
||
By |
/s/ Michael LaGatta
|
|
Name: | Michael LaGatta | |
Title: | Vice President | |
TPG PACE BLOCKER MERGER SUB I INC.
|
||
By: |
/s/ Michael LaGatta
|
|
Name: | Michael LaGatta | |
Title: | Vice President | |
TPG PACE BLOCKER MERGER SUB II INC.
|
||
By: |
/s/ Michael LaGatta
|
|
Name: | Michael LaGatta | |
Title: | Vice President |
TCV VIII (A), L.P.
|
||
By: Technology Crossover Management VIII, L.P. | ||
It: General Partner | ||
By: Technology Crossover Management VIII, Ltd. | ||
Its: General Partner | ||
By: Ric Fenton as authorized signatory | ||
By: |
/s/ Frederic D. Fenton
|
|
Name: | Frederic D. Fenton | |
Title: | Authorized Signatory |
LEARN CAPITAL SPECIAL
OPPORTUNITIES FUND X, L.P.
|
||
By: Learn Capital Management X, LLC | ||
By: |
/s/ Rob Hutter
|
|
Name: | Rob Hutter | |
Title: | Managing Partner | |
LEARN CAPITAL SPECIAL
OPPORTUNITIES FUND XI, L.P.
|
||
By: Learn Capital Management XI, LLC | ||
By: |
/s/ Rob Hutter
|
|
Name: | Rob Hutter | |
Title: | Managing Partner | |
LEARN CAPITAL SPECIAL
OPPORTUNITIES FUND XII, L.P.
|
||
By: Learn Capital Management XII, LLC | ||
By: |
/s/ Rob Hutter
|
|
Name: | Rob Hutter | |
Title: | Managing Partner | |
LEARN CAPITAL SPECIAL
OPPORTUNITIES FUND XIII, L.P.
|
||
By: Learn Capital Management XIII, LLC | ||
By: |
/s/ Rob Hutter
|
|
Name: | Rob Hutter | |
Title: | Managing Partner |
LEARN CAPITAL SPECIAL
OPPORTUNITIES FUND XVI, L.P.
|
||
By: Learn Capital Management XVI, LLC | ||
By: |
/s/ Rob Hutter
|
|
Name: | Rob Hutter | |
Title: | Managing Partner |
TPG PACE TECH OPPORTUNITIES CORP.
|
||
By |
/s/ Eduardo Tamraz
|
|
Name: Eduardo Tamraz | ||
Title: Secretary |
LIVE LEARNING TECHNOLOGIES LLC
|
||
By |
/s/ Charles Cohn
|
|
Name: Charles Cohn | ||
Title: Chief Executive Officer |
TCV VIII (A) VT, INC.
|
||
By |
/s/ Frederic D. Fenton
|
|
Name: Frederic D. Fenton | ||
Title: President |
LCSOF XI VT, INC.
|
||
By |
/s/ Paul Strange
|
|
Name: Paul Strange | ||
Title: President and CEO |
TPG PACE TECH MERGER SUB LLC
|
||
By |
/s/ Michael LaGatta
|
|
Name: Michael LaGatta | ||
Title: Vice President | ||
TPG PACE BLOCKER MERGER SUB I INC.
|
||
By: |
/s/ Michael LaGatta
|
|
Name: Michael LaGatta | ||
Title: Vice President | ||
TPG PACE BLOCKER MERGER SUB II INC.
|
||
By: |
/s/ Michael LaGatta
|
|
Name: Michael LaGatta | ||
Title: Vice President |
TCV VIII (A), L.P.
|
||
By: | Technology Crossover Management VIII, L.P. | |
Its: | General Partner | |
By: | Technology Crossover Management VIII, Ltd. | |
Its: | General Partner | |
By: |
/s/ Frederic D. Fenton
|
|
Name: Frederic D. Fenton | ||
Title: Authorized Signatory |
LEARN CAPITAL SPECIAL OPPORTUNITIES FUND X, L.P.
|
||
By: | Learn Capital Management X, LLC | |
By: |
/s/ Rob Hutter
|
|
Name: Rob Hutter | ||
Title: Managing Member | ||
LEARN CAPITAL SPECIAL OPPORTUNITIES FUND XI, L.P.
|
||
By: | Learn Capital Management XI, LLC | |
By: |
/s/ Rob Hutter
|
|
Name: Rob Hutter | ||
Title: Managing Member | ||
LEARN CAPITAL SPECIAL OPPORTUNITIES FUND XII, L.P.
|
||
By: | Learn Capital Management XII, LLC | |
By: |
/s/ Rob Hutter
|
|
Name: Rob Hutter | ||
Title: Managing Member | ||
LEARN CAPITAL SPECIAL OPPORTUNITIES FUND XIII, L.P.
|
||
By: | Learn Capital Management XIII, LLC | |
By: |
/s/ Rob Hutter
|
|
Name: Rob Hutter | ||
Title: Managing Member |
LEARN CAPITAL SPECIAL OPPORTUNITIES FUND XVI, L.P.
|
||
By: | Learn Capital Management XVI, LLC | |
By: |
/s/ Rob Hutter
|
|
Name: Rob Hutter | ||
Title: Managing Member |
TPG PACE TECH OPPORTUNITIES CORP.
|
||
By |
/s/ Eduardo Tamraz
|
|
Name: | Eduardo Tamraz | |
Title: | Secretary |
LIVE LEARNING TECHNOLOGIES LLC
|
||
By |
/s/ Charles Cohn
|
|
Name: | Charles Cohn | |
Title: | Chief Executive Officer |
TCV VIII (A) VT, INC.
|
||
By |
/s/ Frederic D. Fenton
|
|
Name: | Frederic D. Fenton | |
Title: | President |
LCSOF XI VT, INC.
|
||
By |
/s/ Paul Strange
|
|
Name: | Paul Strange | |
Title: | President and CEO |
TPG PACE TECH MERGER SUB LLC
|
||
By |
/s/ Michael LaGatta
|
|
Name: | Michael LaGatta | |
Title: | Vice President | |
TPG PACE BLOCKER MERGER SUB I INC.
|
||
By |
/s/ Michael LaGatta
|
|
Name: | Michael LaGatta | |
Title: | Vice President | |
TPG PACE BLOCKER MERGER SUB II INC.
|
||
By |
/s/ Michael LaGatta
|
|
Name: | Michael LaGatta | |
Title: | Vice President |
TCV VIII (A), L.P.
|
||
By: | Technology Crossover Management VIII, L.P. | |
Its: | General Partner | |
By: | Technology Crossover Management VIII, Ltd. | |
Its: | General Partner |
By: |
/s/ Frederic D. Fenton
|
|
Name: | Frederic D. Fenton | |
Title: | Authorized Signatory |
LEARN CAPITAL SPECIAL OPPORTUNITIES FUND X, L.P.
|
||
By: Learn Capital Management X, LLC | ||
By: |
/s/ Rob Hutter
|
|
Name: | Rob Hutter | |
Title: | Managing Member | |
LEARN CAPITAL SPECIAL OPPORTUNITIES FUND XI, L.P.
|
||
By: Learn Capital Management XI, LLC | ||
By: |
/s/ Rob Hutter
|
|
Name: | Rob Hutter | |
Title: | Managing Member | |
LEARN CAPITAL SPECIAL OPPORTUNITIES FUND XII, L.P.
|
||
By: Learn Capital Management XII, LLC | ||
By: |
/s/ Rob Hutter
|
|
Name: | Rob Hutter | |
Title: | Managing Member | |
LEARN CAPITAL SPECIAL OPPORTUNITIES FUND XIII, L.P.
|
||
By: Learn Capital Management XIII, LLC | ||
By: |
/s/ Rob Hutter
|
|
Name: | Rob Hutter | |
Title: | Managing Member |
LEARN CAPITAL SPECIAL OPPORTUNITIES FUND XVI, L.P.
|
||
By: Learn Capital Management XVI, LLC | ||
By: |
/s/ Rob Hutter
|
|
Name: | Rob Hutter | |
Title: | Managing Member |
1
|
The name of the Company is
TPG Pace Tech Opportunities Corp.
|
2
|
The Registered Office of the Company shall be at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman,
KY1-1104,
Cayman Islands, or at such other place within the Cayman Islands as the Directors may decide.
|
3
|
The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the laws of the Cayman Islands.
|
4
|
The liability of each Member is limited to the amount unpaid on such Member’s shares.
|
5
|
The share capital of the Company is US$22,100 divided into 200,000,000 Class A ordinary shares of a par value of US$0.0001 each, 20,000,000 Class F ordinary shares of a par value of US$0.0001 each and 1,000,000 preference shares of a par value of US$0.0001 each.
|
6
|
The Company has power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.
|
7
|
Capitalised terms that are not defined in this Amended and Restated Memorandum of Association bear the respective meanings given to them in the Amended and Restated Articles of Association of the Company.
|
1
|
Interpretation
|
1.1 |
In the Articles Table A in the First Schedule to the Statute does not apply and, unless there is something in the subject or context inconsistent therewith:
|
“Additional Forward
Purchase Agreements”
|
means the agreements that provides for the sale of Class A Shares and warrants to other third parties in a private placement that will close substantially concurrently with the closing of any Business Combination. | |
“Additional Forward
Purchase Shares”
|
means any Class A Shares to be issued pursuant to the Additional Forward Purchase Agreements. | |
“Additional Forward
Purchase Warrants”
|
means any warrants to purchase Class A Shares to be issued pursuant to the Additional Forward Purchase Agreements. | |
“Affiliate”
|
in respect of a person, means any other person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person, and (a) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings,
mother-in-law
father-in-law
sisters-in-law,
|
|
“Applicable Law”
|
means, with respect to any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any governmental authority applicable to such person. | |
“Articles”
|
means these amended and restated articles of association of the Company. | |
“Audit Committee”
|
means the audit committee of the board of directors of the Company established pursuant to the Articles, or any successor committee. | |
“Auditor”
|
means the person for the time being performing the duties of auditor of the Company (if any). |
“Business Combination”
|
means a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganisation or similar business combination involving the Company, with one or more businesses or entities (the “
target business
|
|
“business day”
|
means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorised or obligated by law to close in New York City. | |
“Clearing House”
|
means a clearing house recognised by the laws of the jurisdiction in which the Shares (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction. | |
“Class A Share”
|
means a Class A ordinary share of a par value of US$0.0001 in the share capital of the Company. | |
“Class F Share”
|
means a Class F ordinary share of a par value of US$0.0001 in the share capital of the Company. | |
“Company”
|
means the above named company. | |
“Company’s Website”
|
means the website of the Company and/or its
web-address
or domain name (if any).
|
|
“Compensation Committee”
|
means the compensation committee of the board of directors of the Company established pursuant to the Articles, or any successor committee. | |
“Designated Stock Exchange”
|
means any United States national securities exchange on which the securities of the Company are listed for trading, including the New York Stock Exchange. | |
“Directors”
|
means the directors for the time being of the Company. | |
“Dividend”
|
means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles. | |
“Electronic Communication”
|
means a communication sent by electronic means, including electronic posting to the Company’s Website, transmission to any number, address or internet website (including the website of the Securities and Exchange Commission) or other electronic delivery methods as otherwise decided and approved by the Directors. | |
“Electronic Record”
|
has the same meaning as in the Electronic Transactions Law. | |
“Electronic Transactions
Law”
|
means the Electronic Transactions Law (2003 Revision) of the Cayman Islands. | |
“Equity-linked Securities”
|
means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt. |
“Exchange Act”
|
means the United States Securities Exchange Act of 1934, as amended, or any similar U.S. federal statute and the rules and regulations of the Securities and Exchange Commission thereunder, all as the same shall be in effect at the time. | |
“Forward Purchase
Agreement”
|
means an agreement that provides for the sale of Class A Shares and warrants to the Sponsor and its permitted transferees in a private placement that will close substantially concurrently with the closing of any Business Combination. | |
“Forward Purchase Shares”
|
means any Class A Shares to be issued pursuant to the Forward Purchase Agreement. | |
“Forward Purchase
Warrants”
|
means any warrants to purchase Class A Shares to be issued pursuant to the Forward Purchase Agreement. | |
“Founders”
|
means all Members immediately prior to the consummation of the IPO. | |
“Independent Director”
|
has the same meaning as in the rules and regulations of the Designated Stock Exchange or in Rule
10A-3
under the Exchange Act, as the case may be.
|
|
“IPO”
|
means the Company’s initial public offering of securities. | |
“Member”
|
has the same meaning as in the Statute. | |
“Memorandum”
|
means the amended and restated memorandum of association of the Company. | |
“Nominating and Corporate
Governance Committee”
|
means the nominating and corporate governance committee of the board of directors of the Company established pursuant to the Articles, or any successor committee. | |
“Officer”
|
means a person appointed to hold an office in the Company. | |
“Ordinary Resolution”
|
means a resolution passed by a simple majority of the Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution. In computing the majority when a poll is demanded regard shall be had to the number of votes to which each Member is entitled by the Articles. | |
“Over-Allotment Option”
|
means the option of the Underwriters to purchase up to an additional 15 per cent of the firm units (as described in the Articles) issued in the IPO at a price equal to US$10 per unit, less underwriting discounts and commissions. | |
“Preference Share”
|
means a preference share of a par value of US$0.0001 in the share capital of the Company. | |
“Public Share”
|
means a Class A Share issued as part of the units (as described in the Articles) issued in the IPO. | |
“Redemption Notice”
|
means a notice in a form approved by the Company by which a holder of Public Shares is entitled to require the Company to redeem its Public Shares, subject to any conditions contained therein. | |
“Register of Members”
|
means the register of Members maintained in accordance with the Statute and includes (except where otherwise stated) any branch or duplicate register of Members. | |
“Registered Office”
|
means the registered office for the time being of the Company. | |
“Representative”
|
means a representative of the Underwriters. |
“Seal”
|
means the common seal of the Company and includes every duplicate seal. | |
“Securities and Exchange
Commission”
|
means the United States Securities and Exchange Commission. | |
“Share”
|
means a Class A Share, a Class F Share or a Preference Share and includes a fraction of a share in the Company. | |
“Special Resolution”
|
subject to Article 29.4, has the same meaning as in the Statute, and includes a unanimous written resolution. | |
“Sponsor”
|
means TPG Pace Tech Opportunities Sponsor, Series LLC, a Delaware series limited liability company, and its successors or assigns. | |
“Statute”
|
means the Companies Law (2020 Revision) of the Cayman Islands. | |
“Treasury Share”
|
means a Share held in the name of the Company as a treasury share in accordance with the Statute. | |
“Trust Account”
|
means the trust account established by the Company upon the consummation of its IPO and into which a certain amount of the net proceeds of the IPO, together with a certain amount of the proceeds of a private placement of warrants simultaneously with the closing date of the IPO, will be deposited. | |
“Underwriter”
|
means an underwriter of the IPO from time to time and any successor underwriter. |
1.2 |
In the Articles:
|
(a) |
words importing the singular number include the plural number and vice versa;
|
(b) |
words importing the masculine gender include the feminine gender;
|
(c) |
words importing persons include corporations as well as any other legal or natural person;
|
(d) |
“written” and “in writing” include all modes of representing or reproducing words in visible form, including in the form of an Electronic Record;
|
(e) |
“shall” shall be construed as imperative and “may” shall be construed as permissive;
|
(f) |
references to provisions of any law or regulation shall be construed as references to those provisions as amended, modified,
re-enacted
or replaced;
|
(g) |
any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
|
(h) |
the term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respects qualifies or modifies the use of the terms “and” or “or” in others. The term “or” shall not be interpreted to be exclusive and the term “and” shall not be interpreted to require the conjunctive (in each case, unless the context otherwise requires);
|
(i) |
headings are inserted for reference only and shall be ignored in construing the Articles;
|
(j) |
any requirements as to delivery under the Articles include delivery in the form of an Electronic Record;
|
(k) |
any requirements as to execution or signature under the Articles including the execution of the Articles themselves can be satisfied in the form of an electronic signature as defined in the Electronic Transactions Law;
|
(l) |
sections 8 and 19(3) of the Electronic Transactions Law shall not apply;
|
(m) |
the term “clear days” in relation to the period of a notice means that period excluding the day when the notice is received or deemed to be received and the day for which it is given or on which it is to take effect;
|
(n) |
the term “holder” in relation to a Share means a person whose name is entered in the Register of Members as the holder of such Share;
|
(o) |
reference to a dollar or dollars or USD (including $ and US$) and to a cent or cents is reference to dollars and cents of the United States of America; and
|
(p) |
reference to any determination by the Directors shall be construed as a determination by the Directors in their sole and absolute discretion and shall be applicable either generally or in any particular case.
|
2
|
Commencement of Business
|
2.1 |
The business of the Company may be commenced as soon after incorporation of the Company as the Directors shall see fit.
|
2.2 |
The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment of the Company, including the expenses of registration.
|
3
|
Issue of Shares and other Securities
|
3.1 |
Subject to the provisions, if any, in the Memorandum (and to any direction that may be given by the Company in general meeting) and, where applicable, the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law, and without prejudice to any rights attached to any existing Shares, the Directors may allot, issue, grant options over or otherwise dispose of Shares (including fractions of a Share) with or without preferred, deferred or other rights or restrictions, whether in regard to Dividends or other distributions, voting, return of capital or otherwise and to such persons, at such times and on such other terms as they think proper, and may also (subject to the Statute and the Articles) vary such rights, save that the Directors shall not allot, issue, grant options over or otherwise dispose of Shares (including fractions of a Share) to the extent that it may affect the ability of the Company to carry out a Class F Share Conversion set out in the Articles.
|
3.2 |
The Company may issue rights, options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company on such terms as the Directors may from time to time determine.
|
3.3 |
The Company may issue units of securities in the Company, which may be comprised of whole or fractional Shares, rights, options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company, upon such terms as the Directors may from time to time determine. The securities comprising any such units which are issued pursuant to the IPO can only be traded separately from one another on the 52nd day following the date of the prospectus relating to the IPO unless the Representative(s) determines that an earlier date is acceptable, subject to the Company having filed a current report on Form
8-K
with the Securities and Exchange Commission and a press release announcing when such separate trading will begin. Prior to such date, the units can be traded, but the securities comprising such units cannot be traded separately from one another.
|
3.4 |
The Company shall not issue Shares to bearer.
|
4
|
Register of Members
|
4.1 |
The Company shall maintain or cause to be maintained the Register of Members in accordance with the Statute.
|
4.2 |
The Directors may determine that the Company shall maintain one or more branch registers of Members in accordance with the Statute. The Directors may also determine which register of Members shall constitute the principal register and which shall constitute the branch register or registers, and to vary such determination from time to time.
|
5
|
Closing Register of Members or Fixing Record Date
|
5.1 |
For the purpose of determining Members entitled to notice of, or to vote at any meeting of Members or any adjournment thereof, or Members entitled to receive payment of any Dividend or other distribution, or in order to make a determination of Members for any other purpose, the Directors may, after notice has been given by advertisement in an appointed newspaper or any other newspaper or by any other means in accordance with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law, provide that the Register of Members shall be closed for transfers for a stated period which shall not in any case exceed forty days.
|
5.2 |
In lieu of, or apart from, closing the Register of Members, the Directors may fix in advance or arrears a date as the record date for any such determination of Members entitled to notice of, or to vote at any meeting of the Members or any adjournment thereof, or for the purpose of determining the Members entitled to receive payment of any Dividend or other distribution, or in order to make a determination of Members for any other purpose.
|
5.3 |
If the Register of Members is not so closed and no record date is fixed for the determination of Members entitled to notice of, or to vote at, a meeting of Members or Members entitled to receive payment of a Dividend or other distribution, the date on which notice of the meeting is sent or the date on which the resolution of the Directors resolving to pay such Dividend or other distribution is passed, as the case may be, shall be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Article, such determination shall apply to any adjournment thereof.
|
6
|
Certificates for Shares
|
6.1 |
A Member shall only be entitled to a share certificate if the Directors resolve that share certificates shall be issued. Share certificates representing Shares, if any, shall be in such form as the Directors may determine. Share certificates shall be signed by one or more Directors or other person authorised by the Directors. The Directors may authorise certificates to be issued with the authorised signature(s) affixed by mechanical process. All certificates for Shares shall be consecutively numbered or otherwise identified and shall specify the Shares to which they relate. All certificates surrendered to the Company for transfer shall be cancelled and, subject to the Articles, no new certificate shall be issued until the former certificate representing a like number of relevant Shares shall have been surrendered and cancelled.
|
6.2 |
The Company shall not be bound to issue more than one certificate for Shares held jointly by more than one person and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them.
|
6.3 |
If a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and on the payment of such expenses reasonably incurred by the Company in investigating evidence, as the Directors may prescribe, and (in the case of defacement or wearing out) upon delivery of the old certificate.
|
6.4 |
Every share certificate sent in accordance with the Articles will be sent at the risk of the Member or other person entitled to the certificate. The Company will not be responsible for any share certificate lost or delayed in the course of delivery.
|
6.5 |
Share certificates shall be issued within the relevant time limit as prescribed by the Statute, if applicable, or as the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law may from time to time determine, whichever is shorter, after the allotment or, except in the case of a Share transfer which the Company is for the time being entitled to refuse to register and does not register, after lodgement of a Share transfer with the Company.
|
7
|
Transfer of Shares
|
7.1 |
Subject to the terms of the Articles, any Member may transfer all or any of his Shares by an instrument of transfer provided that such transfer complies with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law. If the Shares in question were issued in conjunction with rights, options or warrants issued pursuant to the Articles on terms that one cannot be transferred without the other, the Directors shall refuse to register the transfer of any such Share without evidence satisfactory to them of the like transfer of such option or warrant.
|
7.2 |
The instrument of transfer of any Share shall be in writing in the usual or common form or in a form prescribed by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law or in any other form approved by the Directors and shall be executed by or on behalf of the transferor (and if the Directors so require, signed by or on behalf of the transferee) and may be under hand or, if the transferor or transferee is a Clearing House or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the Directors may approve from time to time. The transferor shall be deemed to remain the holder of a Share until the name of the transferee is entered in the Register of Members.
|
8
|
Redemption, Repurchase and Surrender of Shares
|
8.1 |
Subject to the provisions of the Statute, and, where applicable, the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law, the Company may issue Shares that are to be redeemed or are liable to be redeemed at the option of the Member or the Company. The redemption of such Shares, except Public Shares, shall be effected in such manner and upon such other terms as the Company may, by Special Resolution, determine before the issue of such Shares. With respect to redeeming or repurchasing the Shares:
|
(a) |
Members who hold Public Shares are entitled to request the redemption of such Shares in the circumstances described in the Business Combination Article hereof;
|
(b) |
Class F Shares held by the Sponsor shall be surrendered by the Sponsor for no consideration to the extent that the Over-Allotment Option is not exercised in full so that the Founders will own 20 per cent of the Company’s issued Shares after the IPO (exclusive of any securities purchased in a private placement simultaneously with the IPO); and
|
(c) |
Public Shares shall be repurchased by way of tender offer in the circumstances set out in the Business Combination Article hereof.
|
8.2 |
Subject to the provisions of the Statute, and, where applicable, the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law, the Company may purchase its own Shares (including any redeemable Shares) in such manner and on such other terms as the Directors may agree with the relevant Member. For the avoidance of doubt, redemptions, repurchases and surrenders of Shares in the circumstances described in the Article above shall not require further approval of the Members.
|
8.3 |
The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by the Statute, including out of capital.
|
8.4 |
The Directors may accept the surrender for no consideration of any fully paid Share.
|
9
|
Treasury Shares
|
9.1 |
The Directors may, prior to the purchase, redemption or surrender of any Share, determine that such Share shall be held as a Treasury Share.
|
9.2 |
The Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms as they think proper in accordance with the Statute (including, without limitation, for nil consideration). In the event that the Directors do not specify that the relevant Shares are to be held as Treasury Shares, such Shares shall be cancelled.
|
10
|
Variation of Rights of Shares
|
10.1 |
Subject to Article 3.1, if at any time the share capital of the Company is divided into different classes of Shares, all or any of the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class) may, whether or not the Company is being wound up, be varied without the consent of the holders of the issued Shares of that class where such variation is considered by the Directors not to have a material adverse effect upon such rights; otherwise, any such variation shall be made only with the consent in writing of the holders of not less than two thirds of the issued Shares of that class (other than with respect to a waiver of the provisions of the Class F Share Conversion Article hereof, which as stated therein shall only require the consent in writing of the holders of a majority of the issued Shares of that class), or with the approval of a resolution passed by a majority of not less than two thirds of the votes cast at a separate meeting of the holders of the Shares of that class. For the avoidance of doubt, the Directors reserve the right, notwithstanding that any such variation may not have a material adverse effect, to obtain consent from the holders of Shares of the relevant class. To any such meeting all the provisions of the Articles relating to general meetings shall apply mutatis mutandis, except that the necessary quorum shall be one person holding or representing by proxy at least one third of the issued Shares of the class and that any holder of Shares of the class present in person or by proxy may demand a poll.
|
10.2 |
For the purposes of a separate class meeting, the Directors may treat two or more or all the classes of Shares as forming one class of Shares if the Directors consider that such class of Shares would be affected in the same way by the proposals under consideration, but in any other case shall treat them as separate classes of Shares.
|
10.3 |
The rights conferred upon the holders of the Shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking pari passu therewith or Shares issued with preferred or other rights.
|
11
|
Commission on Sale of Shares
|
12
|
Non Recognition of Trusts
|
13
|
Lien on Shares
|
13.1 |
The Company shall have a first and paramount lien on all Shares (whether fully
paid-up
or not) registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by such Member or his estate, either alone or jointly with any other person, whether a Member or not, but the Directors may at any time declare any Share to be wholly or in part exempt from the provisions of this Article. The registration of a transfer of any such Share shall operate as a waiver of the Company’s lien thereon. The Company’s lien on a Share shall also extend to any amount payable in respect of that Share.
|
13.2 |
The Company may sell, in such manner as the Directors think fit, any Shares on which the Company has a lien, if a sum in respect of which the lien exists is presently payable, and is not paid within fourteen clear days after notice has been received or deemed to have been received by the holder of the Shares, or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the Shares may be sold.
|
13.3 |
To give effect to any such sale the Directors may authorise any person to execute an instrument of transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The purchaser or his nominee shall be registered as the holder of the Shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the sale or the exercise of the Company’s power of sale under the Articles.
|
13.4 |
The net proceeds of such sale after payment of costs, shall be applied in payment of such part of the amount in respect of which the lien exists as is presently payable and any balance shall (subject to a like lien for sums not presently payable as existed upon the Shares before the sale) be paid to the person entitled to the Shares at the date of the sale.
|
14
|
Call on Shares
|
14.1 |
Subject to the terms of the allotment and issue of any Shares, the Directors may make calls upon the Members in respect of any monies unpaid on their Shares (whether in respect of par value or premium), and each Member shall (subject to receiving at least fourteen clear days’ notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on the Shares. A call may be revoked or postponed, in whole or in part, as the Directors may determine. A call may be required to be paid by instalments. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the Shares in respect of which the call was made.
|
14.2 |
A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed.
|
14.3 |
The joint holders of a Share shall be jointly and severally liable to pay all calls in respect thereof.
|
14.4 |
If a call remains unpaid after it has become due and payable, the person from whom it is due shall pay interest on the amount unpaid from the day it became due and payable until it is paid at such rate as the Directors may determine (and in addition all expenses that have been incurred by the Company by reason of such
non-payment),
but the Directors may waive payment of the interest or expenses wholly or in part.
|
14.5 |
An amount payable in respect of a Share on issue or allotment or at any fixed date, whether on account of the par value of the Share or premium or otherwise, shall be deemed to be a call and if it is not paid all the provisions of the Articles shall apply as if that amount had become due and payable by virtue of a call.
|
14.6 |
The Directors may issue Shares with different terms as to the amount and times of payment of calls, or the interest to be paid.
|
14.7 |
The Directors may, if they think fit, receive an amount from any Member willing to advance all or any part of the monies uncalled and unpaid upon any Shares held by him, and may (until the amount would otherwise become payable) pay interest at such rate as may be agreed upon between the Directors and the Member paying such amount in advance.
|
14.8 |
No such amount paid in advance of calls shall entitle the Member paying such amount to any portion of a Dividend or other distribution payable in respect of any period prior to the date upon which such amount would, but for such payment, become payable.
|
15
|
Forfeiture of Shares
|
15.1 |
If a call or instalment of a call remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than fourteen clear days’ notice requiring payment of the amount unpaid together with any interest which may have accrued and any expenses incurred by the Company by reason of such
non-payment.
The notice shall specify where payment is to be made and shall state that if the notice is not complied with the Shares in respect of which the call was made will be liable to be forfeited.
|
15.2 |
If the notice is not complied with, any Share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture shall include all Dividends, other distributions or other monies payable in respect of the forfeited Share and not paid before the forfeiture.
|
15.3 |
A forfeited Share may be sold,
re-allotted
or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale,
re-allotment
or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the Share in favour of that person.
|
15.4 |
A person any of whose Shares have been forfeited shall cease to be a Member in respect of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies which at the date of forfeiture were payable by him to the Company in respect of those Shares together with interest at such rate as the Directors may determine, but his liability shall cease if and when the Company shall have received payment in full of all monies due and payable by him in respect of those Shares.
|
15.5 |
A certificate in writing under the hand of one Director or Officer that a Share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the person to whom the Share is sold or otherwise disposed of shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share.
|
15.6 |
The provisions of the Articles as to forfeiture shall apply in the case of non payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium as if it had been payable by virtue of a call duly made and notified.
|
16
|
Transmission of Shares
|
16.1 |
If a Member dies, the survivor or survivors (where he was a joint holder), or his legal personal representatives (where he was a sole holder), shall be the only persons recognised by the Company as having any title to his Shares. The estate of a deceased Member is not thereby released from any liability in respect of any Share, for which he was a joint or sole holder.
|
16.2 |
Any person becoming entitled to a Share in consequence of the death or bankruptcy or liquidation or dissolution of a Member (or in any other way than by transfer) may, upon such evidence being produced as may be required by the Directors, elect, by a notice in writing sent by him to the Company, either to become the holder of such Share or to have some person nominated by him registered as the holder of such Share. If he elects to have another person registered as the holder of such Share he shall sign an instrument of transfer of that Share to that person. The Directors shall, in either case, have the same right to decline or
|
suspend registration as they would have had in the case of a transfer of the Share by the relevant Member before his death or bankruptcy or liquidation or dissolution, as the case may be. |
16.3 |
A person becoming entitled to a Share by reason of the death or bankruptcy or liquidation or dissolution of a Member (or in any other case than by transfer) shall be entitled to the same Dividends, other distributions and other advantages to which he would be entitled if he were the holder of such Share. However, he shall not, before becoming a Member in respect of a Share, be entitled in respect of it to exercise any right conferred by membership in relation to general meetings of the Company and the Directors may at any time give notice requiring any such person to elect either to be registered himself or to have some person nominated by him be registered as the holder of the Share (but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by the relevant Member before his death or bankruptcy or liquidation or dissolution or any other case than by transfer, as the case may be). If the notice is not complied with within ninety days of being received or deemed to be received (as determined pursuant to the Articles), the Directors may thereafter withhold payment of all Dividends, other distributions, bonuses or other monies payable in respect of the Share until the requirements of the notice have been complied with.
|
17
|
Class F Ordinary Share Conversion
|
17.1 |
The rights attaching to the Class A Shares and Class F Shares shall rank pari passu in all respects, and the Class A Shares and Class F Shares shall vote together as a single class on all matters (subject to the Variation of Rights of Shares Article and the Appointment and Removal of Directors Article hereof) with the exception that the holder of a Class F Share shall have the Conversion Rights referred to in this Article.
|
17.2 |
Class F Shares shall convert into Class A Shares on a
one-for-one
Initial Conversion Ratio
|
17.3 |
Notwithstanding the Initial Conversion Ratio, in the case that additional Class A Shares or any other Equity-linked Securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of a Business Combination, all Class F Shares in issue shall automatically convert into Class A Shares on the first business day following the closing of such Business Combination such that the total number of Class A Shares issuable upon conversion of all Class F Shares in issue will equal, in the aggregate, on an as converted basis, 20 per cent of the sum of the total number of Class A Shares and Class F Shares in issue upon completion of the IPO plus all Class A Shares and Equity-linked Securities issued, or deemed issued in connection with a Business Combination (including the Forward Purchase Shares and Additional Forward Purchase Shares but not the Forward Purchase Warrants and Additional Forward Purchase Warrants), excluding any Shares or Equity-linked Securities issued, or to be issued, to any seller in a Business Combination and any private placement warrants issued to the Sponsor or any of its affiliates upon conversion of working capital loans minus the number of Public Shares redeemed by holders of Public Shares in connection with a Business Combination.
|
17.4 |
Notwithstanding anything to the contrary contained herein, the foregoing adjustment to the Initial Conversion Ratio may be waived as to any particular issuance or deemed issuance of additional Class A Shares or Equity-linked Securities by the written consent or agreement of holders of a majority of the Class F Shares then in issue consenting or agreeing separately as a separate class in the manner provided in the Variation of Rights of Shares Article hereof.
|
17.5 |
The foregoing conversion ratio shall also be adjusted to account for any subdivision (by share split, subdivision, exchange, capitalisation, rights issue, reclassification, recapitalisation or otherwise) or combination (by reverse share split, share consolidation, exchange, reclassification, recapitalisation or otherwise) or similar reclassification or recapitalisation of the Class A Shares in issue into a greater or lesser number of shares occurring after the original filing of the Articles without a proportionate and corresponding subdivision, combination or similar reclassification or recapitalisation of the Class F Shares in issue.
|
17.6 |
Each Class F Share shall convert into its pro rata number of Class A Shares pursuant to this Article. The pro rata share for each holder of Class F Shares will be determined as follows: each Class F Share shall convert into such number of Class A Shares as is equal to the product of 1 multiplied by a fraction, the numerator of which shall be the total number of Class A Shares into which all of the Class F Shares in issue shall be converted pursuant to this Article and the denominator of which shall be the total number of Class F Shares in issue at the time of conversion.
|
17.7 |
References in this Article to “
converted
conversion
exchange
|
17.8 |
Notwithstanding anything to the contrary in this Article, in no event may any Class F Share convert into Class A Shares at a ratio that is less than
one-for-one.
|
18
|
Amendments of Memorandum and Articles of Association and Alteration of Capital
|
18.1 |
The Company may by Ordinary Resolution:
|
(a) |
increase its share capital by such sum as the Ordinary Resolution shall prescribe and with such rights, priorities and privileges annexed thereto, as the Company in general meeting may determine;
|
(b) |
consolidate and divide all or any of its share capital into Shares of larger amount than its existing Shares;
|
(c) |
convert all or any of its
paid-up
Shares into stock, and reconvert that stock into
paid-up
Shares of any denomination;
|
(d) |
by subdivision of its existing Shares or any of them divide the whole or any part of its share capital into Shares of smaller amount than is fixed by the Memorandum or into Shares without par value; and
|
(e) |
cancel any Shares that at the date of the passing of the Ordinary Resolution have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the Shares so cancelled.
|
18.2 |
All new Shares created in accordance with the provisions of the preceding Article shall be subject to the same provisions of the Articles with reference to the payment of calls, liens, transfer, transmission, forfeiture and otherwise as the Shares in the original share capital.
|
18.3 |
Subject to the provisions of the Statute, the provisions of the Articles as regards the matters to be dealt with by Ordinary Resolution and Article 29.4, the Company may by Special Resolution:
|
(a) |
change its name;
|
(b) |
alter or add to the Articles (subject to Article 29.4);
|
(c) |
alter or add to the Memorandum with respect to any objects, powers or other matters specified therein; and
|
(d) |
reduce its share capital or any capital redemption reserve fund.
|
19
|
Offices and Places of Business
|
20
|
General Meetings
|
20.1 |
All general meetings other than annual general meetings shall be called extraordinary general meetings.
|
20.2 |
The Company may, but shall not (unless required by the Statute) be obliged to, in each year hold a general meeting as its annual general meeting, and shall specify the meeting as such in the notices calling it. Any annual general meeting shall be held at such time and place as the Directors shall appoint. At these meetings the report of the Directors (if any) shall be presented.
|
20.3 |
The Directors, the chief executive officer or the chairman of the board of Directors may call general meetings, and, for the avoidance of doubt, Members shall not have the ability to call general meetings.
|
20.4 |
Members seeking to bring business before the annual general meeting or to nominate candidates for appointment as Directors at the annual general meeting must deliver notice to the principal executive offices of the Company not less than 120 calendar days before the date of the Company’s proxy statement released to Members in connection with the previous year’s annual general meeting or, if the Company did not hold an annual general meeting the previous year, or if the date of the current year’s annual general meeting has been changed by more than 30 days from the date of the previous year’s annual general meeting, then the deadline shall be set by the board of Directors with such deadline being a reasonable time before the Company begins to print and send its related proxy materials.
|
21
|
Notice of General Meetings
|
21.1 |
At least five clear days’ notice shall be given of any general meeting. Every notice shall specify the place, the day and the hour of the meeting and the general nature of the business to be conducted at the general meeting and shall be given in the manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company, provided that a general meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or not the provisions of the Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed:
|
(a) |
in the case of an annual general meeting, by all of the Members entitled to attend and vote thereat; and
|
(b) |
in the case of an extraordinary general meeting, by a majority in number of the Members having a right to attend and vote at the meeting, together holding not less than ninety-five per cent in par value of the Shares giving that right.
|
21.2 |
The accidental omission to give notice of a general meeting to, or the non receipt of notice of a general meeting by, any person entitled to receive such notice shall not invalidate the proceedings of that general meeting.
|
22
|
Proceedings at General Meetings
|
22.1 |
No business shall be transacted at any general meeting unless a quorum is present. The holders of a majority of the Shares being individuals present in person or by proxy or if a corporation or other
non-natural
person by its duly authorised representative or proxy shall be a quorum.
|
22.2 |
A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting.
|
22.3 |
A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other
non-natural
persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held.
|
22.4 |
If a quorum is not present within half an hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be present, the meeting shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the Members present shall be a quorum.
|
22.5 |
The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairman of a general meeting of the Company or, if the Directors do not make any such appointment, the chairman, if any, of the board of Directors shall preside as chairman at such general meeting. If there is no such chairman, or if he shall not be present within fifteen minutes after the time appointed for the meeting to commence, or is unwilling to act, the Directors present shall elect one of their number to be chairman of the meeting.
|
22.6 |
If no Director is willing to act as chairman or if no Director is present within fifteen minutes after the time appointed for the meeting to commence, the Members present shall choose one of their number to be chairman of the meeting.
|
22.7 |
The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
|
22.8 |
When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of an adjourned meeting.
|
22.9 |
If, prior to a Business Combination, a notice is issued in respect of a general meeting and the Directors, in their absolute discretion, consider that it is impractical or undesirable for any reason to hold that general meeting at the place, the day and the hour specified in the notice calling such general meeting, the Directors may postpone the general meeting to another place, day and/or hour provided that notice of the place, the day and the hour of the rearranged general meeting is promptly given to all Members. No business shall be transacted at any postponed meeting other than the business specified in the notice of the original meeting.
|
22.10 |
When a general meeting is postponed for thirty days or more, notice of the postponed meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of a postponed meeting. All proxy forms submitted for the original general meeting shall remain valid for the postponed meeting. The Directors may postpone a general meeting which has already been postponed.
|
22.11 |
A resolution put to the vote of the meeting shall be decided on a poll.
|
22.12 |
A poll shall be taken as the chairman directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded.
|
22.13 |
A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such date, time and place as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll.
|
22.14 |
In the case of an equality of votes the chairman shall be entitled to a second or casting vote.
|
23
|
Votes of Members
|
23.1 |
Subject to any rights or restrictions attached to any Shares, including as set out at Article 29.4, every Member present in any such manner shall have one vote for every Share of which he is the holder.
|
23.2 |
In the case of joint holders the vote of the senior holder who tenders a vote, whether in person or by proxy (or, in the case of a corporation or other
non-natural
person, by its duly authorised representative or proxy),
|
shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the Register of Members. |
23.3 |
A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote by his committee, receiver, curator bonis, or other person on such Member’s behalf appointed by that court, and any such committee, receiver, curator bonis or other person may vote by proxy.
|
23.4 |
No person shall be entitled to vote at any general meeting unless he is registered as a Member on the record date for such meeting nor unless all calls or other monies then payable by him in respect of Shares have been paid.
|
23.5 |
No objection shall be raised as to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time in accordance with this Article shall be referred to the chairman whose decision shall be final and conclusive.
|
23.6 |
Votes may be cast either personally or by proxy (or in the case of a corporation or other
non-natural
person by its duly authorised representative or proxy). A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall specify the number of Shares in respect of which each proxy is entitled to exercise the related votes.
|
23.7 |
A Member holding more than one Share need not cast the votes in respect of his Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing him, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which he is appointed either for or against a resolution and/or abstain from voting a Share or some or all of the Shares in respect of which he is appointed.
|
24
|
Proxies
|
24.1 |
The instrument appointing a proxy shall be in writing and shall be executed under the hand of the appointor or of his attorney duly authorised in writing, or, if the appointor is a corporation or other non natural person, under the hand of its duly authorised representative. A proxy need not be a Member.
|
24.2 |
The Directors may, in the notice convening any meeting or adjourned meeting, or in an instrument of proxy sent out by the Company, specify the manner by which the instrument appointing a proxy shall be deposited and the place and the time (being not later than the time appointed for the commencement of the meeting or adjourned meeting to which the proxy relates) at which the instrument appointing a proxy shall be deposited. In the absence of any such direction from the Directors in the notice convening any meeting or adjourned meeting or in an instrument of proxy sent out by the Company, the instrument appointing a proxy shall be deposited physically at the Registered Office not less than 48 hours before the time appointed for the meeting or adjourned meeting to commence at which the person named in the instrument proposes to vote.
|
24.3 |
The chairman may in any event at his discretion declare that an instrument of proxy shall be deemed to have been duly deposited. An instrument of proxy that is not deposited in the manner permitted, or which has not been declared to have been duly deposited by the chairman, shall be invalid.
|
24.4 |
The instrument appointing a proxy may be in any usual or common form (or such other form as the Directors may approve) and may be expressed to be for a particular meeting or any adjournment thereof or generally until revoked. An instrument appointing a proxy shall be deemed to include the power to demand or join or concur in demanding a poll.
|
24.5 |
Votes given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the
|
proxy was executed, or the transfer of the Share in respect of which the proxy is given unless notice in writing of such death, insanity, revocation or transfer was received by the Company at the Registered Office before the commencement of the general meeting, or adjourned meeting at which it is sought to use the proxy. |
25
|
Corporate Members
|
25.1 |
Any corporation or other
non-natural
person which is a Member may in accordance with its constitutional documents, or in the absence of such provision by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as the corporation could exercise if it were an individual Member.
|
25.2 |
If a Clearing House (or its nominee(s)), being a corporation, is a Member, it may authorise such persons as it sees fit to act as its representative at any meeting of the Company or at any meeting of any class of Members provided that the authorisation shall specify the number and class of Shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the Clearing House (or its nominee(s)) as if such person was the registered holder of such Shares held by the Clearing House (or its nominee(s)).
|
26
|
Shares that May Not be Voted
|
27
|
Directors
|
27.1 |
There shall be a board of Directors consisting of not less than one person provided however that the Company may by Ordinary Resolution increase or reduce the limits in the number of Directors.
|
27.2 |
The Directors shall be divided into three classes: Class I, Class II and Class III. The number of Directors in each class shall be as nearly equal as possible. Upon the adoption of the Articles, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand elected for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand elected for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand elected for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors elected to succeed those Directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual general meeting after their election. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the election of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote of a majority of the remaining Directors then in office, although less than a quorum (as defined in the Articles), or by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A Director elected to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified.
|
28
|
Powers of Directors
|
28.1 |
Subject to the provisions of the Statute, the Memorandum and the Articles and to any directions given by Special Resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given. A duly convened meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors.
|
28.2 |
All cheques, promissory notes, drafts, bills of exchange and other negotiable or transferable instruments and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Directors shall determine by resolution.
|
28.3 |
The Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any Director who has held any other salaried office or place of profit with the Company or to his widow or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.
|
28.4 |
The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof and to issue debentures, debenture stock, mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation of the Company or of any third party.
|
29
|
Appointment and Removal of Directors
|
29.1 |
Prior to the closing of a Business Combination, the Company may by Ordinary Resolution of the holders of the Class F Shares appoint any person to be a Director or may by Ordinary Resolution of the holders of the Class F Shares remove any Director. For the avoidance of doubt, prior to the closing of a Business Combination, holders of Class A Shares shall have no right to vote on the appointment or removal of any Director.
|
29.2 |
The Directors may appoint any person to be a Director, either to fill a vacancy or as an additional Director provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with the Articles as the maximum number of Directors.
|
29.3 |
After the closing of a Business Combination, the Company may by Ordinary Resolution appoint any person to be a Director or may by Ordinary Resolution remove any Director.
|
29.4 |
Prior to the closing of a Business Combination, Article 29.1 may only be amended by a Special Resolution passed by at least 90 per cent of such Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been given, or by way of unanimous written resolution.
|
30
|
Vacation of Office of Director
|
(a) |
the Director gives notice in writing to the Company that he resigns the office of Director; or
|
(b) |
the Director absents himself (for the avoidance of doubt, without being represented by proxy) from three consecutive meetings of the board of Directors without special leave of absence from the Directors, and the Directors pass a resolution that he has by reason of such absence vacated office; or
|
(c) |
the Director dies, becomes bankrupt or makes any arrangement or composition with his creditors generally; or
|
(d) |
the Director is found to be or becomes of unsound mind; or
|
(e) |
all of the other Directors (being not less than two in number) determine that he should be removed as a Director, either by a resolution passed by all of the other Directors at a meeting of the Directors duly convened and held in accordance with the Articles or by a resolution in writing signed by all of the other Directors.
|
31
|
Proceedings of Directors
|
31.1 |
The quorum for the transaction of the business of the Directors may be fixed by the Directors, and unless so fixed shall be a majority of the Directors then in office.
|
31.2 |
Subject to the provisions of the Articles, the Directors may regulate their proceedings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairman shall have a second or casting vote.
|
31.3 |
A person may participate in a meeting of the Directors or any committee of Directors by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other at the same time. Participation by a person in a meeting in this manner is treated as presence in person at that meeting. Unless otherwise determined by the Directors, the meeting shall be deemed to be held at the place where the chairman is located at the start of the meeting.
|
31.4 |
A resolution in writing (in one or more counterparts) signed by all the Directors or all the members of a committee of the Directors or, in the case of a resolution in writing relating to the removal of any Director or the vacation of office by any Director, all of the Directors other than the Director who is the subject of such resolution shall be as valid and effectual as if it had been passed at a meeting of the Directors, or committee of Directors as the case may be, duly convened and held.
|
31.5 |
A Director may, or other Officer on the direction of a Director shall, call a meeting of the Directors by at least two days’ notice in writing to every Director which notice shall set forth the general nature of the business to be considered unless notice is waived by all the Directors either at, before or after the meeting is held. To any such notice of a meeting of the Directors all the provisions of the Articles relating to the giving of notices by the Company to the Members shall apply mutatis mutandis.
|
31.6 |
The continuing Directors (or a sole continuing Director, as the case may be) may act notwithstanding any vacancy in their body, but if and so long as their number is reduced below the number fixed by or pursuant to the Articles as the necessary quorum of Directors the continuing Directors or Director may act for the purpose of increasing the number of Directors to be equal to such fixed number, or of summoning a general meeting of the Company, but for no other purpose.
|
31.7 |
The Directors may elect a chairman of their board and determine the period for which he is to hold office; but if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for the meeting to commence, the Directors present may choose one of their number to be chairman of the meeting.
|
31.8 |
All acts done by any meeting of the Directors or of a committee of the Directors shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any Director, and/or that they or any of them were disqualified, and/or had vacated their office and/or were not entitled to vote, be as valid as if every such person had been duly appointed and/or not disqualified to be a Director and/or had not vacated their office and/or had been entitled to vote, as the case may be.
|
31.9 |
A Director may be represented at any meetings of the board of Directors by a proxy appointed in writing by him. The proxy shall count towards the quorum and the vote of the proxy shall for all purposes be deemed to be that of the appointing Director.
|
32
|
Presumption of Assent
|
33
|
Directors’ Interests
|
33.1 |
A Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine.
|
33.2 |
A Director may act by himself or by, through or on behalf of his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director.
|
33.3 |
A Director may be or become a director or other officer of or otherwise interested in any company promoted by the Company or in which the Company may be interested as a shareholder, a contracting party or otherwise, and no such Director shall be accountable to the Company for any remuneration or other benefits received by him as a director or officer of, or from his interest in, such other company.
|
33.4 |
No person shall be disqualified from the office of Director or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director shall be in any way interested be or be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by or arising in connection with any such contract or transaction by reason of such Director holding office or of the fiduciary relationship thereby established. A Director shall be at liberty to vote in respect of any contract or transaction in which he is interested provided that the nature of the interest of any Director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon.
|
33.5 |
A general notice that a Director is a shareholder, director, officer or employee of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure for the purposes of voting on a resolution in respect of a contract or transaction in which he has an interest, and after such general notice it shall not be necessary to give special notice relating to any particular transaction.
|
34
|
Minutes
|
35
|
Delegation of Directors’ Powers
|
35.1 |
The Directors may delegate any of their powers, authorities and discretions, including the power to
sub-delegate,
to any committee consisting of one or more Directors (including, without limitation, the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee). Any such delegation may be made subject to any conditions the Directors may impose and either collaterally with or to the exclusion of their own powers and any such delegation may be revoked or altered by the Directors. Subject to any such conditions, the proceedings of a committee of Directors shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying.
|
35.2 |
The Directors may establish any committees, local boards or agencies or appoint any person to be a manager or agent for managing the affairs of the Company and may appoint any person to be a member of
|
such committees, local boards or agencies. Any such appointment may be made subject to any conditions the Directors may impose, and either collaterally with or to the exclusion of their own powers and any such appointment may be revoked or altered by the Directors. Subject to any such conditions, the proceedings of any such committee, local board or agency shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying. |
35.3 |
The Directors may adopt formal written charters for committees and, if so adopted, shall review and assess the adequacy of such formal written charters on an annual basis. Each of these committees shall be empowered to do all things necessary to exercise the rights of such committee set forth in the Articles and shall have such powers as the Directors may delegate pursuant to the Articles and as required by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law. Each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee, if established, shall consist of such number of Directors as the Directors shall from time to time determine (or such minimum number as may be required from time to time by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law). For so long as any class of Shares is listed on the Designated Stock Exchange, the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee shall be made up of such number of Independent Directors as is required from time to time by the rules and regulations of the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law.
|
35.4 |
The Directors may by power of attorney or otherwise appoint any person to be the agent of the Company on such conditions as the Directors may determine, provided that the delegation is not to the exclusion of their own powers and may be revoked by the Directors at any time.
|
35.5 |
The Directors may by power of attorney or otherwise appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or authorised signatory of the Company for such purpose and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under the Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney or other appointment may contain such provisions for the protection and convenience of persons dealing with any such attorneys or authorised signatories as the Directors may think fit and may also authorise any such attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in him.
|
35.6 |
The Directors may appoint such Officers as they consider necessary on such terms, at such remuneration and to perform such duties, and subject to such provisions as to disqualification and removal as the Directors may think fit. Unless otherwise specified in the terms of his appointment an Officer may be removed by resolution of the Directors or Members. An Officer may vacate his office at any time if he gives notice in writing to the Company that he resigns his office.
|
36
|
No Minimum Shareholding
|
37
|
Remuneration of Directors
|
37.1 |
The remuneration to be paid to the Directors, if any, shall be such remuneration as the Directors shall determine, provided that no cash remuneration shall be paid to any Director by the Company prior to the consummation of a Business Combination. The Directors shall also, whether prior to or after the consummation of a Business Combination, be entitled to be paid all travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of Directors or committees of
|
Directors, or general meetings of the Company, or separate meetings of the holders of any class of Shares or debentures of the Company, or otherwise in connection with the business of the Company or the discharge of their duties as a Director, or to receive a fixed allowance in respect thereof as may be determined by the Directors, or a combination partly of one such method and partly the other. |
37.2 |
The Directors may by resolution approve additional remuneration to any Director for any services which in the opinion of the Directors go beyond his ordinary routine work as a Director. Any fees paid to a Director who is also counsel, attorney or solicitor to the Company, or otherwise serves it in a professional capacity shall be in addition to his remuneration as a Director.
|
38
|
Seal
|
38.1 |
The Company may, if the Directors so determine, have a Seal. The Seal shall only be used by the authority of the Directors or of a committee of the Directors authorised by the Directors. Every instrument to which the Seal has been affixed shall be signed by at least one person who shall be either a Director or some Officer or other person appointed by the Directors for the purpose.
|
38.2 |
The Company may have for use in any place or places outside the Cayman Islands a duplicate Seal or Seals each of which shall be a facsimile of the common Seal of the Company and, if the Directors so determine, with the addition on its face of the name of every place where it is to be used.
|
38.3 |
A Director or Officer, representative or attorney of the Company may without further authority of the Directors affix the Seal over his signature alone to any document of the Company required to be authenticated by him under seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever.
|
39
|
Dividends, Distributions and Reserve
|
39.1 |
Subject to the Statute and this Article and except as otherwise provided by the rights attached to any Shares, the Directors may resolve to pay Dividends and other distributions on Shares in issue and authorise payment of the Dividends or other distributions out of the funds of the Company lawfully available therefor. A Dividend shall be deemed to be an interim Dividend unless the terms of the resolution pursuant to which the Directors resolve to pay such Dividend specifically state that such Dividend shall be a final Dividend. No Dividend or other distribution shall be paid except out of the realised or unrealised profits of the Company, out of the share premium account or as otherwise permitted by law.
|
39.2 |
Except as otherwise provided by the rights attached to any Shares, all Dividends and other distributions shall be paid according to the par value of the Shares that a Member holds. If any Share is issued on terms providing that it shall rank for Dividend as from a particular date, that Share shall rank for Dividend accordingly.
|
39.3 |
The Directors may deduct from any Dividend or other distribution payable to any Member all sums of money (if any) then payable by him to the Company on account of calls or otherwise.
|
39.4 |
The Directors may resolve that any Dividend or other distribution be paid wholly or partly by the distribution of specific assets and in particular (but without limitation) by the distribution of shares, debentures, or securities of any other company or in any one or more of such ways and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may issue fractional Shares and may fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the basis of the value so fixed in order to adjust the rights of all Members and may vest any such specific assets in trustees in such manner as may seem expedient to the Directors.
|
39.5 |
Except as otherwise provided by the rights attached to any Shares, Dividends and other distributions may be paid in any currency. The Directors may determine the basis of conversion for any currency conversions that may be required and how any costs involved are to be met.
|
39.6 |
The Directors may, before resolving to pay any Dividend or other distribution, set aside such sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for any purpose of the Company and pending such application may, at the discretion of the Directors, be employed in the business of the Company.
|
39.7 |
Any Dividend, other distribution, interest or other monies payable in cash in respect of Shares may be paid by wire transfer to the holder or by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of the holder who is first named on the Register of Members or to such person and to such address as such holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. Any one of two or more joint holders may give effectual receipts for any Dividends, other distributions, bonuses, or other monies payable in respect of the Share held by them as joint holders.
|
39.8 |
No Dividend or other distribution shall bear interest against the Company.
|
39.9 |
Any Dividend or other distribution which cannot be paid to a Member and/or which remains unclaimed after six months from the date on which such Dividend or other distribution becomes payable may, in the discretion of the Directors, be paid into a separate account in the Company’s name, provided that the Company shall not be constituted as a trustee in respect of that account and the Dividend or other distribution shall remain as a debt due to the Member. Any Dividend or other distribution which remains unclaimed after a period of six years from the date on which such Dividend or other distribution becomes payable shall be forfeited and shall revert to the Company.
|
40
|
Capitalisation
|
41
|
Books of Account
|
41.1 |
The Directors shall cause proper books of account (including, where applicable, material underlying documentation including contracts and invoices) to be kept with respect to all sums of money received and expended by the Company and the matters in respect of which the receipt or expenditure takes place, all sales and purchases of goods by the Company and the assets and liabilities of the Company. Such books of account must be retained for a minimum period of five years from the date on which they are prepared. Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company’s affairs and to explain its transactions.
|
41.2 |
The Directors shall determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members not being Directors and no Member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by Statute or authorised by the Directors or by the Company in general meeting.
|
41.3 |
The Directors may cause to be prepared and to be laid before the Company in general meeting profit and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as may be required by law.
|
42
|
Audit
|
42.1 |
The Directors may appoint an Auditor of the Company who shall hold office on such terms as the Directors determine.
|
42.2 |
Without prejudice to the freedom of the Directors to establish any other committee, if the Shares (or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange, and if required by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law, the Directors shall establish and maintain an Audit Committee as a committee of the Directors and shall adopt a formal written Audit Committee charter and review and assess the adequacy of the formal written charter on an annual basis. The composition and responsibilities of the Audit Committee shall comply with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law. The Audit Committee shall meet at least once every financial quarter, or more frequently as circumstances dictate.
|
42.3 |
If the Shares (or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange, the Company shall conduct an appropriate review of all related party transactions on an ongoing basis and shall utilise the Audit Committee for the review and approval of potential conflicts of interest.
|
42.4 |
The remuneration of the Auditor shall be fixed by the Audit Committee (if one exists).
|
42.5 |
If the office of Auditor becomes vacant by resignation or death of the Auditor, or by his becoming incapable of acting by reason of illness or other disability at a time when his services are required, the Directors shall fill the vacancy and determine the remuneration of such Auditor.
|
42.6 |
Every Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and Officers such information and explanation as may be necessary for the performance of the duties of the Auditor.
|
42.7 |
Auditors shall, if so required by the Directors, make a report on the accounts of the Company during their tenure of office at the next annual general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an ordinary company, and at the next extraordinary general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an exempted company, and at any other time during their term of office, upon request of the Directors or any general meeting of the Members.
|
42.8 |
At least one member of the Audit Committee shall be an “
audit committee financial expert
audit committee financial expert
|
43
|
Notices
|
43.1 |
Notices shall be in writing and may be given by the Company to any Member either personally or by sending it by courier, post, cable, telex, fax or
e-mail
to him or to his address as shown in the Register of Members (or where the notice is given by
e-mail
by sending it to the
e-mail
address provided by such Member). Notice may also be served by Electronic Communication in accordance with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or by placing it on the Company’s Website.
|
43.2 |
Where a notice is sent by:
|
(a) |
courier; service of the notice shall be deemed to be effected by delivery of the notice to a courier company, and shall be deemed to have been received on the third day (not including Saturdays or Sundays or public holidays) following the day on which the notice was delivered to the courier;
|
(b) |
post; service of the notice shall be deemed to be effected by properly addressing, pre paying and posting a letter containing the notice, and shall be deemed to have been received on the fifth day (not including Saturdays or Sundays or public holidays in the Cayman Islands) following the day on which the notice was posted;
|
(c) |
cable, telex or fax; service of the notice shall be deemed to be effected by properly addressing and sending such notice and shall be deemed to have been received on the same day that it was transmitted;
|
(d) |
e-mail
or other Electronic Communication; service of the notice shall be deemed to be effected by transmitting the
e-mail
to the
e-mail
address provided by the intended recipient and shall be deemed to have been received on the same day that it was sent, and it shall not be necessary for the receipt of the
e-mail
to be acknowledged by the recipient; and
|
(e) |
placing it on the Company’s Website; service of the notice shall be deemed to have been effected one hour after the notice or document was placed on the Company’s Website.
|
43.3 |
A notice may be given by the Company to the person or persons which the Company has been advised are entitled to a Share or Shares in consequence of the death or bankruptcy of a Member in the same manner as other notices which are required to be given under the Articles and shall be addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt, or by any like description at the address supplied for that purpose by the persons claiming to be so entitled, or at the option of the Company by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred.
|
43.4 |
Notice of every general meeting shall be given in any manner authorised by the Articles to every holder of Shares carrying an entitlement to receive such notice on the record date for such meeting except that in the case of joint holders the notice shall be sufficient if given to the joint holder first named in the Register of Members and every person upon whom the ownership of a Share devolves by reason of his being a legal personal representative or a trustee in bankruptcy of a Member where the Member but for his death or bankruptcy would be entitled to receive notice of the meeting, and no other person shall be entitled to receive notices of general meetings.
|
44
|
Winding Up
|
44.1 |
If the Company shall be wound up, the liquidator shall apply the assets of the Company in satisfaction of creditors’ claims in such manner and order as such liquidator thinks fit. Subject to the rights attaching to any Shares, in a winding up:
|
(a) |
if the assets available for distribution amongst the Members shall be insufficient to repay the whole of the Company’s issued share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the par value of the Shares held by them; or
|
(b) |
if the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the Company’s issued share capital at the commencement of the winding up, the surplus shall be distributed amongst the Members in proportion to the par value of the Shares held by them at the commencement of the winding up subject to a deduction from those Shares in respect of which there are monies due, of all monies payable to the Company for unpaid calls or otherwise.
|
44.2 |
If the Company shall be wound up the liquidator may, subject to the rights attaching to any Shares and with the approval of a Special Resolution of the Company and any other approval required by the Statute,
|
divide amongst the Members in kind the whole or any part of the assets of the Company (whether such assets shall consist of property of the same kind or not) and may for that purpose value any assets and determine how the division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like approval, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Members as the liquidator, with the like approval, shall think fit, but so that no Member shall be compelled to accept any asset upon which there is a liability. |
45
|
Indemnity and Insurance
|
45.1 |
Every Director and Officer (which for the avoidance of doubt, shall not include auditors of the Company), together with every former Director and former Officer (each an “
Indemnified Person
|
45.2 |
The Company shall advance to each Indemnified Person reasonable attorneys’ fees and other costs and expenses incurred in connection with the defence of any action, suit, proceeding or investigation involving such Indemnified Person for which indemnity will or could be sought. In connection with any advance of any expenses hereunder, the Indemnified Person shall execute an undertaking to repay the advanced amount to the Company if it shall be determined by final judgment or other final adjudication that such Indemnified Person was not entitled to indemnification pursuant to this Article. If it shall be determined by a final judgment or other final adjudication that such Indemnified Person was not entitled to indemnification with respect to such judgment, costs or expenses, then such party shall not be indemnified with respect to such judgment, costs or expenses and any advancement shall be returned to the Company (without interest) by the Indemnified Person.
|
45.3 |
The Directors, on behalf of the Company, may purchase and maintain insurance for the benefit of any Director or Officer against any liability which, by virtue of any rule of law, would otherwise attach to such person in respect of any negligence, default, breach of duty or breach of trust of which such person may be guilty in relation to the Company.
|
46
|
Financial Year
|
47
|
Transfer by Way of Continuation
|
48
|
Mergers and Consolidations
|
49
|
Business Combination
|
49.1 |
Notwithstanding any other provision of the Articles, this Article shall apply during the period commencing upon the adoption of the Articles and terminating upon the first to occur of the consummation of a Business Combination and the full distribution of the Trust Account pursuant to this Article. In the event of a conflict between this Article and any other Articles, the provisions of this Article shall prevail.
|
49.2 |
Prior to the consummation of a Business Combination, the Company shall either:
|
(a) |
submit such Business Combination to its Members for approval; or
|
(b) |
provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a
per-Share
repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of such Business Combination, including interest earned on the Trust Account ((net of taxes paid or payable, if any), divided by the number of then issued Public Shares, provided that the Company shall not repurchase Public Shares in an amount that would cause the Company’s net tangible assets to be less than US$5,000,001 upon consummation of such Business Combination.
|
49.3 |
If the Company initiates any tender offer in accordance with Rule
13e-4
and Regulation 14E of the Exchange Act in connection with a proposed Business Combination, it shall file tender offer documents with the Securities and Exchange Commission prior to completing such Business Combination which contain substantially the same financial and other information about such Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act. If, alternatively, the Company holds a general meeting to approve a proposed Business Combination, the Company will conduct any redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, and not pursuant to the tender offer rules, and file proxy materials with the Securities and Exchange Commission.
|
49.4 |
At a general meeting called for the purposes of approving a Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination.
|
49.5 |
Any Member holding Public Shares who is not the Sponsor, a Founder, Officer or Director may, at least two business days’ prior to any vote on a Business Combination, elect to have their Public Shares redeemed for cash, in accordance with any applicable requirements provided for in the related proxy materials (the “
IPO Redemption
per-Share
redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (such interest shall be net of taxes payable) and not previously released to the Company to pay its taxes, divided by the number of then issued Public Shares (such redemption price being referred to herein as the “
Redemption Price
Redemption Limitation
|
49.6 |
A Member may not withdraw a Redemption Notice once submitted to the Company unless the Directors determine (in their sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or in part).
|
49.7 |
In the event that the Company does not consummate a Business Combination by 24 months from the consummation of the IPO, or such later time as the Members may approve in accordance with the Articles, the Company shall:
|
(a) |
cease all operations except for the purpose of winding up;
|
(b) |
as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a
per-Share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and
|
(c) |
as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve,
|
49.8 |
In the event that any amendment is made to this Article that would affect the substance or timing of the Company’s obligation to:
|
(a) |
provide for the redemption of the Public Shares in connection with a Business Combination; or
|
(b) |
redeem 100 per cent of the Public Shares if the Company has not consummated a Business Combination within 24 months from the consummation of the IPO, or such later time as the Members may approve in accordance with the Articles,
|
49.9 |
A holder of Public Shares shall be entitled to receive distributions from the Trust Account only in the event of an IPO Redemption, a repurchase of Shares by means of a tender offer pursuant to this Article, or a distribution of the Trust Account pursuant to this Article. In no other circumstance shall a holder of Public Shares have any right or interest of any kind in the Trust Account.
|
49.10 |
After the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall not issue additional Shares or any other securities that would entitle the holders thereof to:
|
(a) |
receive funds from the Trust Account; or
|
(b) |
vote as a class with Public Shares on a Business Combination.
|
49.11 |
A Director may vote in respect of a Business Combination in which such Director has a conflict of interest with respect to the evaluation of such Business Combination. Such Director must disclose such interest or conflict to the other Directors.
|
49.12 |
As long as the securities of the Company are listed on the New York Stock Exchange, the Company must complete one or more Business Combinations having an aggregate fair market value of at least 80 per cent of the assets held in the Trust Account (net of amounts previously disbursed to the Company’s management for taxes and excluding the amount of deferred underwriting discounts held in the Trust Account) at the time of the Company’s signing a definitive agreement in connection with a Business Combination. A Business Combination must not be effectuated with another blank cheque company or a similar company with nominal operations.
|
49.13 |
The Company may enter into a Business Combination with a target business that is Affiliated with the Sponsor, a Founder, a Director or an Officer. In the event the Company seeks to complete a Business Combination with a target that is Affiliated with the Sponsor, a Founder, a Director or an Officer, the Company, or a committee of Independent Directors, will obtain an opinion from an independent investment banking firm or another valuation or appraisal firm that regularly renders fairness opinions on the type of target business the Company is seeking to acquire that such a Business Combination is fair to the Company from a financial point of view.
|
50
|
Business Opportunities
|
50.1 |
To the fullest extent permitted by Applicable Law, no individual serving as a Director or an Officer (“
Management
|
50.2 |
Except as provided elsewhere in this Article, the Company hereby renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for both the Company and Management, about which a Director and/or Officer who is also a member of Management acquires knowledge.
|
50.3 |
To the extent a court might hold that the conduct of any activity related to a corporate opportunity that is renounced in this Article to be a breach of duty to the Company or its Members, the Company hereby waives, to the fullest extent permitted by Applicable Law, any and all claims and causes of action that the Company may have for such activities. To the fullest extent permitted by Applicable Law, the provisions of this Article apply equally to activities conducted in the future and that have been conducted in the past.
|
Percentage of the Initial Cohn Share Ownership Owned
|
Number of Cohn
Directors |
|||
30% or greater
|
3 | |||
Between 20% and 30%
|
2 | |||
Between 10% and 20%
|
1 |
TPG PACE TECH OPPORTUNITIES CORP.
|
||
By: |
/s/ Eduardo Tamraz
|
|
Name: | Eduardo Tamraz | |
Title: | Secretary | |
TPG PACE TECH OPPORTUNITIES SPONSOR LLC
|
||
By: |
/s/ Michael LaGatta
|
|
Name: | Michael LaGatta | |
Title: | Vice President | |
COHN INVESTMENTS, LLC
|
||
By: |
/s/ Charles Cohn
|
|
Name: | Charles Cohn | |
Title: | Member | |
CHARLES K. COHN VT TRUST U/A/D MAY 26, 2017
|
||
By: |
/s/ Charles Cohn
|
|
Name: | Charles Cohn | |
Title: | Trustee |
TCV VIII (A), L.P.
|
||
By: Technology Crossover Management VIII, L.P. | ||
It: General Partner | ||
By: Technology Crossover Management VIII, Ltd. | ||
Its: General Partner | ||
By: |
/s/ Frederic D. Fenton
|
|
Name: Frederic D. Fenton | ||
Title: Authorized Signatory | ||
TCV VIII, L.P.
|
||
a Cayman Islands exempted limited partnership, acting by its general partner | ||
Technology Crossover Management VIII, L.P. a Cayman Islands exempted limited partnership, acting by its general partner | ||
Technology Crossover Management VIII, Ltd. a Cayman Islands exempted company | ||
By: |
/s/ Frederic D. Fenton
|
|
Name: Frederic D. Fenton | ||
Title: Attorney in Fact | ||
TCV VIII (A) VT, L.P.
|
||
a Delaware limited partnership, acting by its general partner | ||
Technology Crossover Management VIII, L.P. a Cayman Islands exempted limited partnership, acting by its general partner | ||
Technology Crossover Management VIII, Ltd. a Cayman Islands exempted company | ||
By: |
/s/ Frederic D. Fenton
|
|
Name: Frederic D. Fenton | ||
Title: Attorney in Fact |
TCV VIII (B), L.P.
|
||
a Cayman Islands exempted limited partnership, acting by its general partner | ||
Technology Crossover Management VIII, L.P. a Cayman Islands exempted limited partnership, acting by its general partner | ||
Technology Crossover Management VIII, Ltd. a Cayman Islands exempted company | ||
By: |
/s/ Frederic D. Fenton
|
|
Name: Frederic D. Fenton | ||
Title: Attorney in Fact | ||
TCV VIII (B), L.P.
|
||
a Cayman Islands exempted limited partnership, acting by its general partner | ||
Technology Crossover Management VIII, Ltd. a Cayman Islands exempted company | ||
By: |
/s/ Frederic D. Fenton
|
|
Name: Frederic D. Fenton | ||
Title: Attorney in Fact | ||
DAVIS VT LLC
|
||
By: |
/s/ David Karadish
|
|
Name: David Karandish | ||
Title: Managing Member | ||
LEARN CAPITAL SPECIAL OPPORTUNITIES FUND X, L.P.
|
||
By: Learn Capital Management X, LLC | ||
By: |
/s/ Rob Hutter
|
|
Name: Rob Hutter | ||
Title: Managing Member |
LEARN CAPITAL SPECIAL OPPORTUNITIES FUND XI, L.P.
|
||
By: Learn Capital Management XI, LLC | ||
By: |
/s/ Rob Hutter
|
|
Name: | Rob Hutter | |
Title: | Managing Member | |
LEARN CAPITAL SPECIAL OPPORTUNITIES FUND XII, L.P.
|
||
By: Learn Capital Management XII, LLC | ||
By: |
/s/ Rob Hutter
|
|
Name: | Rob Hutter | |
Title: | Managing Member | |
LEARN CAPITAL SPECIAL OPPORTUNITIES FUND XIII, L.P.
|
||
By: Learn Capital Management XIII, LLC | ||
By: |
/s/ Rob Hutter
|
|
Name: | Rob Hutter | |
Title: | Managing Member | |
LEARN CAPITAL SPECIAL OPPORTUNITIES FUND XIV, L.P.
|
||
By: |
/s/ Rob Hutter
|
|
Name: | Rob Hutter | |
Title: | President and CEO |
LEARN CAPITAL SPECIAL OPPORTUNITIES FUND XV, L.P.
|
||
By: |
/s/ Rob Hutter
|
|
Name: | Rob Hutter | |
Title: | President and CEO | |
LEARN CAPITAL SPECIAL OPPORTUNITIES FUND XVI, L.P.
|
||
By: Learn Capital Management XVI, LLC | ||
By: |
/s/ Rob Hutter
|
|
Name: | Rob Hutter | |
Title: | Managing Member | |
LCSOF XI VT, INC.
|
||
By: |
/s/ Paul Strange
|
|
Name: | Paul Strange | |
Title: | President and CEO |
1
|
NTD: Holders shall include TPG Pace and Nerdy shareholders who will be affiliates of the combined entity, per executed LOI. List of Nerdy Holders to be provided at Closing.
|
2
|
NTD: To be provided at Closing.
|
3
|
NTD: To be agreed at Closing.
|
4
|
NTD: To be agreed at Closing.
|
5
|
NTD: To be agreed at Closing.
|
COMPANY:
|
||
TPG PACE TECH OPPORTUNITIES CORP. | ||
By: |
|
|
Name: | ||
Title: |
HOLDERS:
|
||
TPG PACE TECH OPPORTUNITIES SPONSOR, SERIES LLC | ||
By: |
|
|
Name: | ||
Title: |
INDIVIDUAL NERDY HOLDERS |
[●] |
Chad Leat
|
Wendi Strugis
|
Kathleen Philips
|
Kneeland Youngblood
|
COMPANY:
c/o TPG Pace Tech Opportunities Sponsor, Series LLC
301 Commerce St., Suite 3300
Fort Worth, TX
Attention: Jerry Neugebauer Email: gneugebauer@tpg.com
with a required copy to (which copy shall not constitute notice):
Vinson & Elkins L.L.P.
1001 Fannin Street, Suite 2500
Houston, TX 77002
Attention: Keith Fullenweider; Sarah K. Morgan
Email: kfullenweider@velaw.com; smorgan@velaw.com
c/o Live Learning Technologies LLC (d/b/a Nerdy)
101 S. Hanley Rd., Suite 350
St. Louis, MO 63105
Attention: Charles Cohn
Email: Charles@varsitytutors.com and
corporate@varsitytutors.com
with a required copy to (which copy shall not constitute notice):
Goodwin Procter LLP
100 Northern Avenue
Boston, MA 02210
Attention: John Mutkoski, Jocelyn Arel and Audrey S. Leigh
Email: jmutkoski@goodwinlaw.com; jarel@goodwinlaw.com and
aleigh@goodwinlaw.com
|
HOLDERS:
[ ]:
[ ]
c/o [ ]
[ ]
[ ]
[ ]:
[ ]
c/o [ ]
[ ]
[ ]
[ ]:
[ ]
c/o [ ]
[ ]
[ ]
|
G-2 | ||||||
Section 1.1
|
G-2 | |||||
Section 1.2
|
G-12 | |||||
G-13 | ||||||
Section 2.1
|
G-13 | |||||
Section 2.2
|
G-13 | |||||
Section 2.3
|
G-13 | |||||
Section 2.4
|
G-13 | |||||
Section 2.5
|
G-13 | |||||
Section 2.6
|
G-13 | |||||
Section 2.7
|
G-13 | |||||
Section 2.8
|
G-13 | |||||
G-14 | ||||||
Section 3.1
|
G-14 | |||||
Section 3.2
|
G-16 | |||||
Section 3.3
|
G-17 | |||||
Section 3.4
|
G-17 | |||||
Section 3.5
|
G-18 | |||||
Section 3.6
|
G-18 | |||||
G-23 | ||||||
Section 4.1
|
G-23 | |||||
Section 4.2
|
G-23 | |||||
Section 4.3
|
G-26 | |||||
Section 4.4
|
G-26 | |||||
G-27 | ||||||
Section 5.1
|
G-27 | |||||
Section 5.2
|
G-27 | |||||
Section 5.3
|
G-28 | |||||
G-28 | ||||||
Section 6.1
|
G-28 | |||||
Section 6.2
|
G-29 | |||||
Section 6.3
|
G-30 | |||||
Section 6.4
|
G-31 | |||||
Section 6.5
|
G-31 | |||||
Section 6.6
|
G-31 | |||||
Section 6.7
|
G-31 | |||||
G-32 | ||||||
Section 7.1
|
G-32 | |||||
Section 7.2
|
G-32 | |||||
Section 7.3
|
G-32 | |||||
Section 7.4
|
G-33 |
G-33 | ||||||
Section 8.1
|
G-33 | |||||
Section 8.2
|
G-34 | |||||
Section 8.3
|
G-34 | |||||
G-35 | ||||||
Section 9.1
|
G-35 | |||||
Section 9.2
|
G-35 | |||||
Section 9.3
|
G-35 | |||||
Section 9.4
|
G-36 | |||||
Section 9.5
|
G-36 | |||||
Section 9.6
|
G-37 | |||||
G-37 | ||||||
Section 10.1
|
G-37 | |||||
Section 10.2
|
G-38 | |||||
Section 10.3
|
G-39 | |||||
Section 10.4
|
G-39 | |||||
Section 10.5
|
G-39 | |||||
Section 10.6
|
G-39 | |||||
G-39 | ||||||
Section 11.1
|
G-39 | |||||
Section 11.2
|
G-40 | |||||
Section 11.3
|
G-40 | |||||
Section 11.4
|
G-40 | |||||
Section 11.5
|
G-40 | |||||
Section 11.6
|
G-40 | |||||
Section 11.7
|
G-40 | |||||
Section 11.8
|
G-41 | |||||
Section 11.9
|
G-41 | |||||
Section 11.10
|
G-41 | |||||
Section 11.11
|
G-41 | |||||
Section 11.12
|
G-41 | |||||
Section 11.13
|
G-42 | |||||
Section 11.14
|
G-42 | |||||
Section 11.15
|
G-42 | |||||
Section 11.16
|
G-42 | |||||
Section 11.17
|
G-42 |
1
|
Note to Draft
|
2
|
Note to Draft
non-TPG
parties to Stockholder Agreement.
|
COMPANY
:
|
||
[
], LLC
|
||
By: |
|
|
Name: | [●] | |
Title: | [●] |
Member
|
Number of Units
|
Number of Company
Warrants
|
||
[
]
|
[
]
|
[
]
|
||
[
]
|
[
]
|
[
]
|
||
[
]
|
[
]
|
[
]
|
||
[
]
|
[
]
|
[
]
|
||
[
]
|
[
]
|
[
]
|
||
[
]
|
[
]
|
[
]
|
||
Total
|
[
]
|
[
]
|
Attention: | Jocelyn M. Arel | |
John Mutkoski | ||
Email: | jarel@goodwinlaw.com | |
jmutkoski@goodwinlaw.com |
TPG PACE TECH OPPORTUNITIES CORP.
|
By: |
|
|
Name: | ||
Title: |
[HOLDER]
|
By: |
|
|
Name: | ||
Title: |
Class/Series Securities
1
|
Number of Shares
|
|||
Common Units
|
[ | ●] | ||
Series A Preferred Units
|
[ | ●] | ||
Series
A-1
Preferred Units
|
[ | ●] | ||
Series B Preferred Units
|
[ | ●] | ||
Series C Preferred Units
|
[ | ●] | ||
Profit Units
|
[ | ●] |
Class/Series Securities
2
|
Number of Shares
|
|
[●] | [●] |
1
|
To be included for Company.
|
2
|
To be included for Blocker.
|
1
|
For any Subscriber that is an investment company registered under the Investment Company Act of 1940 (the “
Investment Company Act
”) or that is advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940 (the “
Investment Advisers Act
”), substitute the following closing mechanics in lieu of those described in the fourth and fifth sentences of this
Section
2(a)
: “The Subscriber shall initiate funding of the Purchase Price to the Issuer by no later than 6:00 a.m. New York City time on the Closing Date, via wire transfer of U.S. dollars in immediately available funds to the account specified by the Issuer in the Closing Notice;
provided
Transfer Agent
”) reflecting Subscriber as the owner of the Acquired Shares on and as of the Closing Date or the business day immediately preceding the Closing Date, as applicable. In the event the Purchase Price has not been delivered within one (1) business day of the issuance of the Acquired Shares, such issuance shall be deemed to be null and void and the Issuer shall promptly reverse and cancel any book entries reflecting the issuance of the Acquired Shares.”
|
TPG PACE TECH OPPORTUNITIES CORP. | ||||||
By: | ||||||
Name:
|
||||||
Title: | ||||||
Date: , 2021 |
Signature of Subscriber: | Signature of Joint Subscriber, if applicable: | |||||||
By: |
|
By: |
|
|||||
Name: | Name: | |||||||
Title: | Title: | |||||||
Date: , 2021 |
Subscriber’s EIN: |
|
Joint Subscriber’s EIN: |
|
Business Address-Street: | Mailing Address-Street (if different): | |||||||
|
|
|||||||
|
|
|||||||
City, State, Zip: | City, State, Zip: | |||||||
Attn: | Attn: | |||||||
Telephone No.: | Telephone No.: | |||||||
Facsimile No.: | Facsimile No.: |
TPG PACE TECH OPPORTUNITIES CORP. | ||
By: |
|
|
Name: | ||
Title: | ||
Signature of Subscriber: | ||
[ ] | ||
By: |
|
|
Name: | ||
Title: |
A. |
QUALIFIED INSTITUTIONAL BUYER STATUS
|
1. |
☐ We are a “
qualified institutional buyer
” (as defined in Rule 144A under the Securities Act (a “
QIB
”)).
|
2. |
☐ We are subscribing for the Acquired Shares as a fiduciary or agent for one or more investor accounts, and each owner of such account is a QIB.
|
3. |
☐ We are an “
Institutional Account
” (as defined in FINRA Rule 4512(c)).
|
B. |
INSTITUTIONAL ACCREDITED INVESTOR STATUS
|
1. |
☐ We are an “
accredited investor
” (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act), and have marked and initialed the appropriate box on the following page indicating the provision under which we qualify as an institutional “
accredited investor.
”
|
2. |
☐ We are not a natural person.
|
3. |
☐ We are an “
Institutional Account
” (as defined in FINRA Rule 4512(c)).
|
C. |
AFFILIATE STATUS
|
☐ |
is:
|
☐ |
is not:
|
☐ |
Any bank as defined in section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity;
|
☐ |
Any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934;
|
☐ |
Any insurance company as defined in section 2(a)(13) of the Securities Act;
|
☐ |
Any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act;
|
☐ |
Any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958;
|
☐ |
Any rural business investment company (“RBIC”) as defined in Section 384A of the Consolidated Farm and Rural Development Act;
|
☐ |
Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000;
|
☐ |
Any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;
|
☐ |
Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;
|
☐ |
Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; or
|
☐ |
Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in § 230.506(b)(2)(ii).
|
TPG PACE TECH OPPORTUNITIES CORP.
|
||
By:
|
/s/ Eduardo Tamraz
|
|
Name:
|
Eduardo Tamraz | |
Title:
|
Secretary |
TPG PACE TECH OPPORTUNITIES
SPONSOR, SERIES LLC
|
||
By:
|
/s/ Michael LaGatta
|
|
Name:
|
Michael LaGatta | |
Title:
|
Vice President |
CHAD LEAT
/s/ CHAD LEAT
|
WENDI STRUGIS
|
KATHLEEN PHILIPS
|
KNEELAND YOUNGBLOOD
|
CHAD LEAT
|
WENDI STURGIS
/s/ WENDI STURGIS
|
KATHLEEN PHILIPS
|
KNEELAND YOUNGBLOOD
|
CHAD LEAT
|
WENDI STRUGIS
|
KATHLEEN PHILIPS
/s/ KATHLEEN PHILIPS
|
KNEELAND YOUNGBLOOD
|
CHAD LEAT
|
WENDI STURGIS
|
KATHLEEN PHILIPS
|
KNEELAND YOUNGBLOOD
/s/ KNEELAND YOUNGBLOOD
|
Class F Holder
|
Total
Shares
|
Total
Warrants
|
FPA
Issuance Shares |
Forfeiture
Shares
|
Maximum
FPA Forfeiture Shares |
Forfeiture
Warrants
|
Post-
Closing Shares |
Post-
Closing Warrants |
||||||||||||||||||||||||
TPG PACE TECH OPPORTUNITIES SPONSOR, SERIES LLC
|
11,090,000 | 7,333,333 | 3,750,000 | 2,000,000 | 1,500,000 | 2,444,444 | 11,340,000 | * | 4,888,889 | |||||||||||||||||||||||
CHAD LEAT
|
40,000 | 0 | 0 | 0 | 0 | 0 | 40,000 | 0 | ||||||||||||||||||||||||
WENDI STRUGIS
|
40,000 | 0 | 0 | 0 | 0 | 0 | 40,000 | 0 | ||||||||||||||||||||||||
KATHLEEN PHILIPS
|
40,000 | 0 | 0 | 0 | 0 | 0 | 40,000 | 0 | ||||||||||||||||||||||||
KNEELAND YOUNGBLOOD
|
40,000 | 0 | 0 | 0 | 0 | 0 | 40,000 | 0 | ||||||||||||||||||||||||
TOTAL
|
11,250,000 | 7,333,333 | 3,750,000 | 2,000,000 | 1,500,000 | 2,444,444 | 11,500,000 | 4,888,889 |
* |
4,000,000 of such shares will be subject to forfeiture as set forth in Section 4 of this Agreement and share count assumes maximum forfeiture of FPA shares.
|
Page | ||||||
ARTICLE I DEFINITIONS
|
L-1 | |||||
SECTION 1.
|
Definitions
|
L-1 | ||||
ARTICLE II DETERMINATION OF CERTAIN REALIZED TAX BENEFIT
|
L-9 | |||||
SECTION 2.1.
|
Basis Schedule
|
L-9 | ||||
SECTION 2.2.
|
Tax Benefit Schedule
|
L-9 | ||||
SECTION 2.3.
|
Procedures, Amendments
|
L-9 | ||||
ARTICLE III TAX BENEFIT PAYMENTS
|
L-10 | |||||
SECTION 3.1.
|
Payments
|
L-10 | ||||
SECTION 3.2.
|
No Duplicative Payments
|
L-11 | ||||
SECTION 3.3.
|
Pro Rata Payments
|
L-11 | ||||
SECTION 3.4.
|
Payment Ordering
|
L-11 | ||||
SECTION 3.5.
|
Excess Payments
|
L-11 | ||||
ARTICLE IV TERMINATION
|
L-12 | |||||
SECTION 4.1.
|
Early Termination of Agreement; Breach of Agreement
|
L-12 | ||||
SECTION 4.2.
|
Early Termination Notice
|
L-13 | ||||
SECTION 4.3.
|
Payment upon Early Termination
|
L-13 | ||||
ARTICLE V SUBORDINATION AND LATE PAYMENTS
|
L-14 | |||||
SECTION 5.1.
|
Subordination
|
L-14 | ||||
SECTION 5.2.
|
Late Payments by the Corporate Taxpayer
|
L-14 | ||||
ARTICLE VI NO DISPUTES; CONSISTENCY; COOPERATION
|
L-14 | |||||
SECTION 6.1.
|
Participation in the Corporate Taxpayer’s and OpCo’s Tax Matters
|
L-14 | ||||
SECTION 6.2.
|
Consistency
|
L-15 | ||||
SECTION 6.3.
|
Cooperation
|
L-15 | ||||
ARTICLE VII MISCELLANEOUS
|
L-15 | |||||
SECTION 7.1.
|
Notices
|
L-15 | ||||
SECTION 7.2.
|
Counterparts
|
L-15 | ||||
SECTION 7.3.
|
Entire Agreement; No Third Party Beneficiaries
|
L-16 | ||||
SECTION 7.4.
|
Governing Law
|
L-16 | ||||
SECTION 7.5.
|
Severability
|
L-16 | ||||
SECTION 7.6.
|
Successors; Assignment; Amendments; Waivers
|
L-16 | ||||
SECTION 7.7.
|
Titles and Subtitles
|
L-17 | ||||
SECTION 7.8.
|
Resolution of Disputes
|
L-17 | ||||
SECTION 7.9.
|
Reconciliation
|
L-18 | ||||
SECTION 7.10.
|
Withholding
|
L-18 | ||||
SECTION 7.11.
|
Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets
|
L-19 | ||||
SECTION 7.12.
|
Confidentiality
|
L-19 | ||||
SECTION 7.13.
|
Change in Law
|
L-20 | ||||
SECTION 7.14.
|
Electronic Signature
|
L-20 | ||||
SECTION 7.15.
|
Independent Nature of TRA Parties’ and Interests Parties’ Rights and Obligations
|
L-20 | ||||
SECTION 7.16.
|
TRA Party Representative
|
L-21 | ||||
SECTION 7.17.
|
LLC Agreement
|
L-22 | ||||
Exhibit A Form of Joinder
|
TRA PARTY:
|
||
[ ] | ||
By: |
|
|
Name: | [ ] | |
[Title: | [ ]] |
NERDY INC. | ||||
By: |
|
|||
Name | ||||
Title: | ||||
[TRANSFEROR] | ||||
By: |
|
|||
Name | ||||
Title: | ||||
[PERMITTED TRANSFEREE] | ||||
By: |
|
|||
Name | ||||
Title: | ||||
Address for notices: |
PURCHASER:
|
||
TPG HOLDINGS III, L.P.
|
||
By: |
/s/ Michael LaGatta
|
|
Name: Michael LaGatta | ||
Title: Vice President |
Address for Notices: | ||
E-mail:
|
||
COMPANY:
|
||
TPG PACE TECH OPPORTUNITIES
CORP. |
||
By: |
/s/ Karl Peterson
|
|
Name: Karl Peterson | ||
Title: Non-Executive
Chairman and Director
|
Date of
Transfer Transferee
|
Number of Forward Purchase
Securities Transferred
|
Purchaser Revised
Forward Purchase Securities Amount |
||
PURCHASER:
|
TPG HOLDINGS III, L.P.
|
PURCHASER:
|
||
By: |
|
|
Name: | ||
Title: | ||
Address for Notices: | ||
E-mail:
|
||
COMPANY:
|
||
TPG PACE TECH OPPORTUNITIES CORP.
|
||
By: |
|
|
Name: | ||
Title: |
Signature of Transferee: |
Signature of Joint Transferee, if applicable:
|
|
By:
|
By:
|
|
Name: | Name: | |
Title: | Title: | |
Date:
|
Name of Joint Transferee, if applicable: | |
|
||
Name of Transferee: | (Please Print. Please indicate name and | |
capacity of person signing above) | ||
|
||
(Please print. Please indicate name and
capacity of person signing above)
|
||
|
||
Name in which securities are to be registered
(if different):
|
||
Email Address: | ||
If there are joint investors, please check one: | ||
☐ Joint Tenants with Rights of Survivorship | ||
☐
Tenants-in-Common
|
||
☐ Community Property | ||
Transferee’s EIN:
|
Joint Transferee’s EIN:
|
|
Business Address-Street: | Mailing Address-Street (if different): | |
|
|
|
|
|
|
City, State, Zip: | City, State, Zip: | |
Attn: | Attn: | |
Telephone No.:
|
Telephone No.:
|
|
Facsimile No.:
|
Facsimile No.:
|
Number of Forward Purchase Shares:
|
||||
Number of Forward Purchase Warrants:
|
||||
Aggregate Purchase Price for Forward Purchase Securities:
|
$ |
PURCHASER:
|
||
[
·
]
|
||
By: |
|
|
Name: | ||
Title: | ||
Address for Notices: | ||
E-mail:
|
||
COMPANY:
|
||
TPG PACE TECH OPPORTUNITIES
CORP. |
||
By:
|
|
|
Name:
|
||
Title:
|
Number of Forward Purchase Shares:
|
||||
Number of Forward Purchase Warrants:
|
||||
Aggregate Purchase Price for Forward Purchase Securities:
|
$ |
Item 20.
|
Indemnification of Directors and Officers
|
• |
any breach of the director’s duty of loyalty to Nerdy Inc. or its stockholders;
|
• |
any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
|
• |
unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; or
|
• |
any transaction from which the director derived an improper personal benefit.
|
Item 21.
|
Exhibits and Financial Statements Schedules
|
Exhibit
Number
|
Description
|
|
99.5* | Consent of Christopher (Woody) Marshall to be named as a Director. | |
99.6* | Consent of Catherine Beaudoin to be named as a Director. | |
99.7* | Consent of Erik Blachford to be named as a Director. | |
99.8* | Consent of Kathleen Philips to be named as a Director. | |
101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* |
Previously filed.
|
† |
Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit.
|
†† |
Schedules and exhibits to this Exhibit omitted pursuant to Regulation
S-K
Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
|
Item 22.
|
Undertakings
|
1. |
The undersigned Registrant hereby undertakes:
|
(a) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
|
(i) |
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
|
(ii) |
To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
|
(iii) |
To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement.
|
(b) |
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(c) |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
(d) |
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first
|
used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
(e) |
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
|
(i) |
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
|
(ii) |
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
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(iii) |
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
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(iv) |
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
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2. |
The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
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3. |
The registrant undertakes that every prospectus: (1) that is filed pursuant to the immediately preceding paragraph, or (2) that purports to meet the requirements of Section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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4. |
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by them is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
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5. |
The undersigned Registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form
S-4,
within one business day
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of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the Registration Statement through the date of responding to the request. |
6. |
The undersigned Registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the Registration Statement when it became effective.
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TPG Pace Tech Opportunities Corp. | ||
By: |
/s/ Greg Mrva
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Name: Greg Mrva | ||
Title: President |
NAME
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POSITION
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DATE
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||
/s/ Greg Mrva
Karl Peterson
|
President | August 11, 2021 | ||
/s/ Martin Davidson
Martin Davidson
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Chief Financial Officer |
August 11, 2021
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By: |
/s/ Greg Mrva
|
|
Name: Greg Mrva | ||
Title: President |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
TPG Pace Tech Opportunities Corp.:
We consent to the use of our report dated February 16, 2021 except as to Notes 3 and 10 which are as of May 14, 2021, with respect to the balance sheets of TPG Pace Tech Opportunities Corp. as of December 31, 2020 and 2019, the related statements of operations, shareholders equity, and cash flows for year ended December 31, 2020, and for the period from July 11, 2019 (inception) to December 31, 2019, and the related notes, included herein, and to the reference to our firm under the heading Experts in the prospectus.
/s/ KPMG LLP
Fort Worth, Texas
August 11, 2021
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the use in this Amendment No. 5 to Registration Statement on Form S-4 of TPG Pace Tech Opportunities Corp. of our report dated March 19, 2021 relating to the financial statements of Live Learning Technologies LLC d/b/a Nerdy, which appears in this Registration Statement. We also consent to the reference to us under the heading Experts in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
St. Louis, Missouri
August 11, 2021