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| CIK | 1819404 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Nerdy, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported) August 26, 2025 NERDY INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39595 (Commission File Number) 98-1499860 |
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| August 27, 2025 |
Nerdy Appoints John Paszterko as Chief Operating Officer Exhibit 99.1 Nerdy Appoints John Paszterko as Chief Operating Officer August 26, 2025 ST. LOUIS-(BUSINESS WIRE)- Nerdy Inc. (NYSE: NRDY), the parent company of Varsity Tutors and creator of the Live + AI™ next-generation AI-enhanced tutoring platform that pairs expert human instruction with artificial intelligence, announced that it has appointed John Paszterko as its Chief Operating Officer. “We’ |
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| August 7, 2025 |
EX-99.2 Exhibit 99.2 Nerdy Announces Second Quarter 2025 Financial Results Nerdy delivers a return to Learning Membership revenue and Varsity Tutors for Schools bookings growth, positioning the Company to deliver accelerating sequential revenue growth and gross margin expansion each quarter throughout 2025. Nerdy beats Non-GAAP Adjusted EBITDA Loss guidance, keeping the Company firmly on the path |
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| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1- |
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| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported) August 7, 2025 NERDY INC. (Exact name of registrant as specified in its charter) Delaware 001-39595 98-1499860 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| August 7, 2025 |
EX-99.1 Exhibit 99.1 A Note to Our Shareholders Dear Shareholders, For years, we’ve pursued a vision where AI supercharges the human elements of learning, giving tutors, students, and teachers ‘superpowers’ to teach, learn, and achieve at levels beyond what humans or AI could do on their own. We made meaningful progress on our Live+AI™ vision over the past quarter as we work to embed real-time int |
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| May 8, 2025 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported) May 8, 2025 NERDY INC. (Exact name of registrant as specified in its charter) Delaware 001-39595 98-1499860 (State or other jurisdiction of incorporation) (Commission File Number) (I.R |
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| May 8, 2025 |
Exhibit 99.1 First Quarter 2025 Key Results $47.6M REVENUE During the First Quarter of 2025 40.5K ACTIVE LEARNING MEMBERSHIPS As of March 31, 2025 $335 ARPM As of March 31, 2025; up 14% year-over-year $162.6M ANNUALIZED RUN-RATE Learning Membership Revenue as of March 31, 2025 $44.9M CASH ON OUR BALANCE SHEET AND NO DEBT As of March 31, 2025 Q1 Earnings Release 2025 2 A Note to Our Shareholders De |
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| May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1 |
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| May 8, 2025 |
Exhibit 99.2 Nerdy Announces First Quarter 2025 Financial Results Nerdy announces the launch of Live + AI™ — a next-generation, AI-enhanced tutoring platform designed to accelerate learning. Nerdy beats the top end of revenue guidance in the first quarter; increases the low end of the revenue range for the full year; and reaffirms adjusted EBITDA guidance for the full year. St. Louis, May 8, 2025 |
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| May 1, 2025 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported) April 29, 2025 NERDY INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39595 (Commission File Number) 98-1499860 ( |
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| March 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Ru |
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| February 27, 2025 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported) February 27, 2025 NERDY INC. (Exact name of registrant as specified in its charter) Delaware 001-39595 98-1499860 (State or other jurisdiction of incorporation) (Commission File Number |
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| February 27, 2025 |
As filed with the Securities and Exchange Commission on February 27, 2025 As filed with the Securities and Exchange Commission on February 27, 2025 Registration No. |
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| February 27, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Nerdy Inc. (Exact Name of Registrant as Specified in its Charter) Table 1 - Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (in shares)(1)(3) Proposed Maximum Offering Price per Share(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Cl |
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| February 27, 2025 |
EXHIBIT 10.23 U.S. Employee Form NERDY INC. 2021 EQUITY INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD GRANT NOTICE Pursuant to the terms and conditions of the Nerdy Inc. 2021 Equity Incentive Plan, as amended from time to time (the “Plan”), Nerdy Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) the number of perf |
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| February 27, 2025 |
Founders Grant Form EXHIBIT 10.22 NERDY INC. 2021 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE Pursuant to the terms and conditions of the Nerdy Inc. 2021 Equity Incentive Plan, as amended from time to time (the “Plan”), Nerdy Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) the number of restricted stock unit |
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| February 27, 2025 |
Exhibit 99.2 Nerdy Announces Fourth Quarter 2024 Financial Results Nerdy delivers fourth quarter revenue of $48.0 million and a non-GAAP adjusted EBITDA loss of $5.5 million, both above the high end of guidance ranges. St. Louis, February 27, 2025 – Nerdy Inc. (NYSE: NRDY) today announced financial results for the fourth quarter and year ended December 31, 2024. “Throughout 2024, Nerdy made substa |
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| February 27, 2025 |
Exhibit 99.1 A Note to Our Shareholders In 2024, we unified our consumer and institutional offerings, improved our marketplace technology, and enhanced our all-access subscription services. Following a strong fourth quarter where we delivered both revenue and adjusted EBITDA above the high end of guidance, we’re entering 2025 with a stronger platform and are innovating at a faster pace. Our vertic |
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| February 27, 2025 |
escription of Securities of Nerdy Inc. EXHIBIT 4.3 DESCRIPTION OF NERDY INC. SECURITIES Class A Common Stock Voting Rights. Except as provided by law or in a preferred stock designation, holders of our Class A Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders and do not have cumulative voting rights. Except as otherwise required by law, holders of Class A Common S |
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| February 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 1-39595 NERDY INC. (Exact name of regist |
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| February 27, 2025 |
Insider Trading Policy of Nerdy Inc, effective as of November 1, 2023. EXHIBIT 19.1 NERDY INC. AMENDED INSIDER TRADING POLICY (effective November 1, 2023) This memorandum sets forth the policy of Nerdy Inc. and its subsidiaries (collectively, the “Company”) regarding trading in the Company’s securities as described below and the disclosure of information concerning the Company. This Insider Trading Policy (the “Insider Trading Policy”) is designed to prevent insider |
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| December 17, 2024 |
Exhibit 12 STOCK TRANSFER AGREEMENT This Stock Transfer Agreement (this “Agreement”) is made and entered into as of December 16, 2024 (the “Effective Date”) by and between Rarefied Air Capital LLC (the “Purchaser”) and Ian Clarkson (the “Seller”). |
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| December 17, 2024 |
Transactions in the Securities of the Issuer During the Past Sixty (60) Days Exhibit 13 Transactions in the Securities of the Issuer During the Past Sixty (60) Days Mr. |
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| December 4, 2024 |
NRDY / Nerdy, Inc. / Cohn Charles K. - SC 13D/A Activist Investment SC 13D/A 1 charlescohn-schedule13daxa.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.5) Nerdy Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Class of Securities) 64081V109 (CUSIP Number) Christopher Swenson Nerdy Inc. 8001 Forsyth Blvd, Suite 1050 St. Louis, MO 63105 |
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| December 4, 2024 |
EX-12 2 ccicstocktransferagreement.htm IC STOCK TRANSFER AGREEMENT STOCK TRANSFER AGREEMENT This Stock Transfer Agreement (this “Agreement”) is made and entered into as of November 14, 2024 (the “Effective Date”) by and between Rarefied Air Capital LLC (the “Purchaser”) and Ian Clarkson (the “Seller”). Whereas, the Seller desires to transfer 1,000,000 shares (the “Shares”) of Class B common stock, |
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| December 4, 2024 |
EX-13 3 awstocktransferagreement11.htm AW STOCK TRANSFER AGREEMENT STOCK TRANSFER AGREEMENT This Stock Transfer Agreement (this “Agreement”) is made and entered into as of November 25, 2024 (the “Effective Date”) by and between Rarefied Air Capital LLC (the “Purchaser”) and Adam Weber (the “Seller”). Whereas, the Seller desires to transfer 150,000 shares (the “Shares”) of Class B common stock, par |
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| December 3, 2024 |
Nerdy Regains Compliance with NYSE Continued Listing Standard Nerdy Regains Compliance with NYSE Continued Listing Standard December 3, 2024 - ST. |
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| December 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported) December 2, 2024 NERDY INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39595 (Commission File Number) 98-1499860 |
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| November 14, 2024 |
Stock Transfer Agreement, dated November 12, 2024, by and between Cohn Family Investments Trust EX-12 2 cchrstocktransferagreemen.htm HR STOCK TRANSFER AGREEMENT STOCK TRANSFER AGREEMENT This Stock Transfer Agreement (this “Agreement”) is made and entered into as of November 12, 2024 (the “Effective Date”) by and between Cohn Family Investments Trust u/a dtd 05/24/18 and 2018 Cohn Family Trust u/a dtd 05/24/18 (each a“Purchaser” and together the “Purchasers”) and Heidi Robinson (the “Seller” |
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| November 14, 2024 |
NRDY / Nerdy, Inc. / Cohn Charles K. - SC 13D/A Activist Investment SC 13D/A 1 charlescohn-schedule13daxa.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.4) Nerdy Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Class of Securities) 64081V109 (CUSIP Number) Christopher Swenson Nerdy Inc. 8001 Forsyth Blvd, Suite 1050 St. Louis, MO 63105 |
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| November 14, 2024 |
EX-13 3 stocktransferagreementtpge.htm TPG STOCK TRANSFER AGREEMENT STOCK TRANSFER AGREEMENT This Stock Transfer Agreement (this “Agreement”) is made and entered into as of November 12, 2024 (the “Effective Date”) by and between Cohn Family Trust u/a dtd 3/16/17 (the “Purchaser”) and TPG Pace Governance, LLC, a Cayman limited liability company (“TPG Pace Governance”), TPG Cross-Platform VSP, L.P., |
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| November 14, 2024 |
NRDY / Nerdy, Inc. / Greenvale Capital LLP - NERDY INC. Passive Investment SC 13G/A 1 p24-3213sc13ga.htm NERDY INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Nerdy Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 64081V109 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of This Statement) Check the appropriate box |
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| November 12, 2024 |
Nerdy Announces Receipt of Notice from NYSE Nerdy Announces Receipt of Notice from NYSE November 12, 2024 - ST. LOUIS - Nerdy Inc. (NYSE: NRDY) today announced that it received a notice from the New York Stock Exchange ("NYSE") on November 12, 2024 that it is not in compliance with the continued listing criteria under Section 802.01C of the NYSE Listed Company Manual because the average closing price of the Company's Class A Common Stock wa |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported) November 12, 2024 NERDY INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39595 (Commission File Number) 98-149986 |
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| November 7, 2024 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported) November 7, 2024 NERDY INC. (Exact name of registrant as specified in its charter) Delaware 001-39595 98-1499860 (State or other jurisdiction of incorporation) (Commission File Number) |
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| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| November 7, 2024 |
Exhibit 99.2 Nerdy Announces Third Quarter 2024 Financial Results Nerdy delivers revenue of $37.5 million in the third quarter, while also enabling access to the Varsity Tutors for Schools platform for 1.1 million students; bringing the total to 4.4 million students. Nerdy reports a non-GAAP adjusted EBITDA loss of $14.0 million, above our guidance of a non-GAAP adjusted EBITDA loss of $17.0 milli |
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| November 7, 2024 |
Exhibit 99.1 nerdy Q3 | 2024 Earnings Release We Found Your Best March My Tutor rebecca Martin Request tutor Finding the best match Confirming availability Tutor matched Versity Tutors Select Draw Erase Type Arrows Shapes y x (2x)o 30o z m |
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| November 6, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-260266 PROSPECTUS SUPPLEMENT NO. 1 (to prospectus dated October 14, 2022) This prospectus supplement updates, amends and supplements the prospectus dated October 14, 2022 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statement on Form S-3 (Registration No. 333-260266). Capitalized terms |
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| August 27, 2024 |
EX-12 2 hrstocktransferagreement.htm HR STOCK TRANSFER AGREEMENT STOCK TRANSFER AGREEMENT This Stock Transfer Agreement (this “Agreement”) is made and entered into as of June 10, 2024 (the “Effective Date”) by and between Cohn Investments LLC (the “Purchaser”) and Heidi Robinson (the “Seller”). Whereas, the Seller desires to transfer 500,000 shares (the “Shares”) of Class B common stock, par value |
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| August 27, 2024 |
Joint Filing Agreement, dated August 26, 2024, by and between Charles Cohn and Allison Cohn. EX-15 5 jointfilingagreement.htm JOINT FILING AGREEMENT Joint Filing Agreement The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D/A and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them i |
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| August 27, 2024 |
NRDY / Nerdy, Inc. / Cohn Charles K. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.3) Nerdy Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Class of Securities) 64081V109 (CUSIP Number) Christopher Swenson Nerdy Inc. 8001 Forsyth Blvd, Suite 1050 St. Louis, MO 63105 Telephone: (314) 412-1227 (Name, Address and Telep |
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| August 27, 2024 |
EX-14 4 executionsharepurchaseagre.htm GREENVALE SHARE SALE AGREEMENT DATED 16 August 2024 GREENVALE CAPITAL LLP acting for and on behalf of certain funds and accounts managed or advised by it and COHN FAMILY TRUST U/A/D 3/16/2017 SHARE SALE AGREEMENT DOC ID - 5074563.3 THIS AGREEMENT is dated 16 August 2024 and is made BETWEEN: (1) GREENVALE CAPITAL LLP, a limited liability partnership registered |
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| August 27, 2024 |
Stock Transfer Agreement, dated June 10, 2024, by and between Cohn Investments LLC and Adam Weber. EX-13 3 awstocktransferagreement.htm AW STOCK TRANSFER AGREEMENT STOCK TRANSFER AGREEMENT This Stock Transfer Agreement (this “Agreement”) is made and entered into as of June 10, 2024 (the “Effective Date”) by and between Cohn Investments LLC (the “Purchaser”) and Adam Weber (the “Seller”). Whereas, the Seller desires to transfer 500,000 shares (the “Shares”) of Class B common stock, par value $0. |
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| August 8, 2024 |
EX-99.2 Exhibit 99.2 Nerdy Announces Second Quarter 2024 Financial Results Nerdy delivers revenue of $51.0 million in the second quarter, while also enabling access to the Varsity Tutors for Schools platform for 1.1 million students; bringing the total to 3.3 million students St. Louis, August 8, 2024 – Nerdy Inc. (NYSE: NRDY) today announced financial results for the second quarter ended June 30, |
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| August 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1- |
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| August 8, 2024 |
EX-99.1 Exhibit 99.1 A Note to Our Shareholders In the second quarter, we continued to make progress against the three primary goals we laid out for the year, including: Scaling the winning product for every Learner: We completed the convergence of all Varsity Tutors for Schools Institutional customers onto the unified Consumer experience used for Learning Memberships. The unified platform provide |
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| August 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported) August 8, 2024 NERDY INC. (Exact name of registrant as specified in its charter) Delaware 001-39595 98-1499860 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| May 7, 2024 |
Exhibit 99.2 Nerdy Announces First Quarter 2024 Financial Results Nerdy delivers revenue of $53.7 million in the first quarter, while also enabling access to the Varsity Tutors for Schools platform for 1.2 million students; bringing the total to 2.2 million students Nerdy reaffirms previously provided full year 2024 revenue and non-GAAP adjusted EBITDA guidance St. Louis, May 7, 2024 – Nerdy Inc. |
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| May 7, 2024 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported) May 7, 2024 NERDY INC. (Exact name of registrant as specified in its charter) Delaware 001-39595 98-1499860 (State or other jurisdiction of incorporation) (Commission File Number) (I.R |
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| May 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1 |
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| May 7, 2024 |
Exhibit 99.1 A Note to Our Shareholders In the first quarter, we executed against the three primary goals we laid out for the year, including: (1) scaling the winning product for every Learner; (2) expanding the number of Learners we can impact by introducing freemium strategies across both our Consumer and Institutional offerings, and (3) laying the foundation to deliver profitable growth for t |
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| May 3, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported) May 1, 2024 NERDY INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39595 (Commission File Number) 98-1499860 (I.R |
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| April 26, 2024 |
NRDY / Nerdy, Inc. / Divisar Capital Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Nerdy Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 64081V109 (CUSIP Number) April 16, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w |
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| April 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Ru |
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| February 27, 2024 |
Exhibit 99.1 Q4 | 2023 Earnings Release A Note to Our Shareholders We started 2023 with three primary goals that included: Scaling ‘Always On’ access-based subscription revenue products Driving profitability Leveraging AI for HI® - Artificial Intelligence for Human Interaction to transform how people learn Year in Review I’m proud of the Nerdy team for delivering against all three of these commi |
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| February 27, 2024 |
Exhibit 107.1 Calculation of Filing Fee Table Form S-8 (Form Type) Nerdy Inc. (Exact Name of Registrant as Specified in its Charter) Table 1 - Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (in shares)(1)(3) Proposed Maximum Offering Price per Share(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A common s |
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| February 27, 2024 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported) February 27, 2024 NERDY INC. (Exact name of registrant as specified in its charter) Delaware 001-39595 98-1499860 (State or other jurisdiction of incorporation) (Commission File Number |
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| February 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 1-39595 NERDY INC. (Exact name of regist |
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| February 27, 2024 |
As filed with the Securities and Exchange Commission on February 27, 2024 As filed with the Securities and Exchange Commission on February 27, 2024 Registration No. |
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| February 27, 2024 |
Exhibit 99.2 Nerdy Announces Fourth Quarter and Full Year 2023 Financial Results Nerdy delivers revenue of $55.1 million in the fourth quarter, an increase of 32% year-over-year, capping the year by delivering accelerating sequential revenue growth each quarter in 2023 Nerdy beats fourth quarter non-GAAP adjusted EBITDA guidance, and delivers substantial Adjusted EBITDA margin improvements of appr |
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| February 27, 2024 |
EXHIBIT 97.1 NERDY INC. COMPENSATION RECOVERY POLICY Adopted as of November 1, 2023 Nerdy Inc., a Delaware corporation (the “Company”), has adopted a Compensation Recovery Policy (this “Policy”) as described below. 1. Overview The Policy sets forth the circumstances and procedures under which the Company shall recover Erroneously Awarded Compensation from current and former Executive Officers of t |
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| February 14, 2024 |
NRDY / Nerdy, Inc. / LIGHT STREET CAPITAL MANAGEMENT, LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* NERDY INC. (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 64081V109 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| February 14, 2024 |
NRDY / Nerdy, Inc. / Greenvale Capital LLP Passive Investment SC 13G/A 1 p24-0824sc13ga.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Nerdy Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 64081V109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate |
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| February 13, 2024 |
NRDY / Nerdy, Inc. / TPG GP A, LLC - AMENDMENT TO FORM SC 13G Passive Investment SC 13G/A 1 nerdy-sc13ga123123.htm AMENDMENT TO FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 3)* Under the Securities Exchange Act of 1934 Nerdy Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 (Titles of Class of Securities) 64081V109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Stateme |
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| February 6, 2024 |
NRDY / Nerdy, Inc. / FRANKLIN RESOURCES INC Passive Investment SC 13G/A 1 nerd23a2.htm CUSIP NO. 64081V109 13G Page 1 of 13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* NERDY INC. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 64081V109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of t |
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| November 7, 2023 |
Exhibit 99.2 Nerdy Announces Third Quarter 2023 Financial Results Nerdy accelerates revenue growth, beating third quarter revenue and non-GAAP adjusted EBITDA guidance. Nerdy introduces new District Assigned and Parent Assigned offerings fully transitioning the Institutional business to access-based subscription products and enabling schools to purchase Learning Memberships for students. St. Louis |
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| November 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| November 7, 2023 |
Exhibit 99.1 A Note to Our Shareholders In the third quarter, our strong first half of the year continued and we delivered revenue and profitability ahead of our expectations. Both our Consumer and Institutional businesses saw strong demand in the quarter as the school year ramped, which combined with the operating leverage that we are receiving from our new ‘always on’ recurring revenue models an |
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| November 7, 2023 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported) November 7, 2023 NERDY INC. (Exact name of registrant as specified in its charter) Delaware 001-39595 98-1499860 (State or other jurisdiction of incorporation) (Commission File Number) |
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| October 2, 2023 |
NRDY / Nerdy Inc - Class A / TCV VIII (A), L.P. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* NERDY INC. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 64081V 109 (CUSIP Number) Frederic D. Fenton c/o TCV 250 Middlefield Road Menlo Park, California 94025 Telephone: (650) 614-8200 (Name, Address a |
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| September 28, 2023 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on October 09, 2023, pursuant to the provisions of Rule 12d2-2 (a). |
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| September 26, 2023 |
Exhibit 10.1 AMENDMENT NO. 1 TO WARRANT AGREEMENT This Amendment (this “Amendment”) is made as of September 26, 2023, by and between Nerdy Inc., a Delaware corporation (the “Company”) (formerly known as TPG Pace Tech Opportunities Corp.), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), and constitutes an amendment to that certain Warr |
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| September 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported) September 25, 2023 NERDY INC. (Exact name of registrant as specified in its charter) Delaware 001-39595 98-1499860 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| September 26, 2023 |
Exhibit 10.2 FORM OF EARNOUT EQUITY CANCELLATION AND RELEASE AGREEMENT THIS EARNOUT EQUITY CANCELLATION AND RELEASE AGREEMENT (this “Agreement”) is made and entered into as of August , 2023 (the “Effective Date”), by and among Nerdy Inc., a Delaware corporation (the “Company”) (formerly known as TPG Pace Tech Opportunities Corp. (“TPG Pace”)) , Nerdy LLC, a Delaware limited liability company (“Ner |
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| September 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 2) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 NERDY INC. (Name of Subject Company and Filing Person (Issuer)) Public Warrants to Acquire Shares of Class A Common Stock (Title of Class of Securities) 64081V117 and 64081V109 (CUSIP Number of Class o |
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| September 13, 2023 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-274101 PROSPECTUS/OFFER TO EXCHANGE NERDY INC. Offer to Exchange Public Warrants to Acquire Shares of Class A Common Stock of Nerdy Inc. for Shares of Class A Common Stock of Nerdy Inc. and Consent Solicitation THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE AFTER 11:59 P.M., EASTERN TIME, ON SEPTEMBER 25, 2023, UNLE |
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| September 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 1) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 NERDY INC. (Name of Subject Company and Filing Person (Issuer)) Public Warrants to Acquire Shares of Class A Common Stock (Title of Class of Securities) 64081V117 and 64081V109 (CUSIP Number of Class o |
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| August 23, 2023 |
EARNOUT EQUITY CANCELLATION AND RELEASE AGREEMENT EX-99.14 3 tm2324587d1ex14.htm EXHIBIT 14 Exhibit 14 EARNOUT EQUITY CANCELLATION AND RELEASE AGREEMENT THIS EARNOUT EQUITY CANCELLATION AND RELEASE AGREEMENT (this “Agreement”) is made and entered into as of August 21, 2023 (the “Effective Date”), by and among Nerdy Inc., a Delaware corporation (the “Company”) (formerly known as TPG Pace Tech Opportunities Corp. (“TPG Pace”)), Nerdy LLC, a Delawar |
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| August 23, 2023 |
NRDY / Nerdy Inc - Class A / TCV VIII (A), L.P. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* NERDY INC. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 64081V 109 (CUSIP Number) Frederic D. Fenton c/o TCV 250 Middlefield Road Menlo Park, California 94025 Telephone: (650) 614-8200 (Name, Address a |
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| August 23, 2023 |
CONSENT TO AMEND WARRANT AGREEMENT Exhibit 13 CONSENT TO AMEND WARRANT AGREEMENT CONSENT TO AMEND THE WARRANT AGREEMENT (this “Agreement”), dated as of August 21, 2023, by and among Nerdy Inc. |
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| August 21, 2023 |
Form of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. Exhibit 99.4 LETTER TO CLIENTS OF BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES, AND OTHER NOMINEES Offer To Exchange Public Warrants to Acquire Shares of Class A Common Stock of NERDY INC. for Shares of Class A Common Stock of Nerdy Inc. and Consent Solicitation THE OFFER AND CONSENT SOLICITATION (AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE AFTER 11:59 P.M., EASTERN TI |
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| August 21, 2023 |
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. Exhibit 99.3 LETTER TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES, AND OTHER NOMINEES Offer To Exchange Public Warrants to Acquire Shares of Class A Common Stock of NERDY INC. for Shares of Class A Common Stock of Nerdy Inc. and Consent Solicitation THE OFFER AND CONSENT SOLICITATION (AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE AFTER 11:59 P.M., EASTERN TIME, ON SEPT |
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| August 21, 2023 |
Form of Letter of Transmittal and Consent. EX-99.1 Exhibit 99.1 LETTER OF TRANSMITTAL AND CONSENT Offer To Exchange Public Warrants to Acquire Shares of Class A Common Stock of NERDY INC. for Shares of Class A Common Stock of Nerdy Inc. and Consent Solicitation THE OFFER AND CONSENT SOLICITATION (AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE AFTER 11:59 P.M., EASTERN TIME, ON SEPTEMBER 25, 2023 OR SUCH LATER TIME AND DA |
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| August 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported) August 21, 2023 NERDY INC. (Exact name of registrant as specified in its charter) Delaware 001-39595 98-1499860 (State or other jurisdiction of incorporation) (Commission File Number) |
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| August 21, 2023 |
Form of Dealer Manager Agreement. EX-10.21 Exhibit 10.21 Dealer Manager and Solicitation Agent Agreement August 21, 2023 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 As Dealer Manager Ladies and Gentlemen: Nerdy Inc., a Delaware corporation (the “Company”), proposes to make an offer (together with any amendments, supplements or extensions thereof (the “Offer”) for any and all of its Outstanding Securities |
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| August 21, 2023 |
Form of Notice of Guaranteed Delivery. EX-99.2 Exhibit 99.2 NOTICE OF GUARANTEED DELIVERY OF WARRANTS OF NERDY INC. Pursuant to the Prospectus/Offer to Exchange dated August 21, 2023 Instructions for Use Unless defined herein, terms used in this Notice of Guaranteed Delivery shall have definitions set forth in the Prospectus/Offer to Exchange dated August 21, 2023. This Notice of Guaranteed Delivery, or one substantially in the form he |
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| August 21, 2023 |
EXHIBIT 107 Calculation of Filing Fee Tables Schedule TO (Form Type) NERDY INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation Transaction Value(1) Fee Rate Amount of Filing Fee(2) Fees to Be Paid $7,800,000.00 0.00011020 $859.56 Fees Previously Paid Total Transaction Valuation $ 7,800,000.00 Total Fees Due for Filing $859.56 Total Fees Previously Paid $— Tot |
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| August 21, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Nerdy Inc. |
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| August 21, 2023 |
As filed with the Securities and Exchange Commission on August 21, 2023 S-4 Table of Contents As filed with the Securities and Exchange Commission on August 21, 2023 Registration No. |
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| August 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 NERDY INC. (Name of Subject Company and Filing Person (Issuer)) Public Warrants to Acquire Shares of Class A Common Stock (Title of Class of Securities) 64081V117 and 64081V109 (CUSIP Number of Class of Securities) Jaso |
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| August 21, 2023 |
Form of Tender and Support Agreement, by and between the Company and Supporting Stockholders. Exhibit 10.22 TENDER AND SUPPORT AGREEMENT TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of August 21, 2023, by and among Nerdy Inc., a Delaware corporation (the “Company”), and each of the persons listed on Schedule A hereto (collectively, the “Warrant Holders,” and each a “Warrant Holder”). WITNESSETH: WHEREAS, as of the date hereof, each Warrant Holder is the beneficial owner of war |
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| August 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported) August 21, 2023 NERDY INC. (Exact name of registrant as specified in its charter) Delaware 001-39595 98-1499860 (State or other jurisdiction of incorporation) (Commission File Number) |
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| August 8, 2023 |
EX-99.1 Exhibit 99.1 Q2 | 2023 Earnings Release A Note to Our Shareholders In the second quarter, our strong start to the year continued and we delivered revenue and profitability ahead of our expectations. We also made substantial progress in advancing our ‘always on’ recurring revenue product offerings and the application of AI for HI®, or Artificial Intelligence for Human Interaction, to our bu |
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| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1- |
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| August 8, 2023 |
EX-99.2 Exhibit 99.2 Nerdy Announces Second Quarter 2023 Financial Results Nerdy completes business model evolution to Learning Memberships, achieves 90% of second quarter revenue from new Consumer subscription and Institutional products. Company beats second quarter revenue and adjusted EBITDA guidance, raises full year guidance. St. Louis, August 8, 2023 – Nerdy Inc. (NYSE: NRDY) today announced |
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| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported) August 8, 2023 NERDY INC. (Exact name of registrant as specified in its charter) Delaware 001-39595 98-1499860 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1- |
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| May 9, 2023 |
EX-99.2 Exhibit 99.2 Nerdy Announces First Quarter 2023 Financial Results Learning Memberships Evolution and Application of AI Drive Return to Growth & Profitability St. Louis, May 9, 2023 – Nerdy Inc. (NYSE: NRDY) today announced financial results for the first quarter ended March 31, 2023. “One year ago, we unveiled an ambitious plan to evolve our products and revenue model toward long-term recu |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported) May 9, 2023 NERDY INC. (Exact name of registrant as specified in its charter) Delaware 001-39595 98-1499860 (State or other jurisdiction of incorporation) (Commission File Number) (I.R |
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| May 9, 2023 |
EX-99.1 Exhibit 99.1 nerbyQ1 | 2023 Earnings Release Guided Study Hall Wednesdays, 3-4PM (ET) Intro to Geometry Thursdays, 4:30-5:30PM (ET) A Note to Our Shareholders I am pleased to share that in the first quarter: One year ago, we unveiled an ambitious plan to evolve our products and revenue model toward long-term recurring ‘always-on’ relationships with our customers. We created new subscriptio |
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| May 9, 2023 |
EXHIBIT 10.1 Consulting Agreement, Departure Agreement, and Release This Consulting Agreement, Departure Agreement, and General Release (“Agreement”) is made and entered into on the date last below written by and between Nerdy Inc., a Delaware corporation; Nerdy LLC, a Delaware limited liability company, and its related and affiliated entities, including Varsity Tutors LLC, a Missouri limited liab |
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| May 5, 2023 |
EXHIBIT 10.1 NERDY INC. EXECUTIVE INCENTIVE COMPENSATION PLAN 1. Purposes of the Plan. This Executive Incentive Compensation Plan (“Plan”) is intended to increase stockholder value and the success of Nerdy Inc. and its subsidiaries (collectively the “Company”) by motivating Executives to (a) perform to the best of their abilities and (b) achieve the Company’s objectives. 2. Definitions. (a) “Actua |
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| May 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported) May 2, 2023 NERDY INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39595 (Commission File Number) 98-1499860 (I.R |
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| March 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Ru |
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| March 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Ru |
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| March 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported) March 6, 2023 NERDY INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39595 (Commission File Number) 98-1499860 (I |
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| February 28, 2023 |
Exhibit 107.1 Calculation of Filing Fee Table Form S-8 (Form Type) Nerdy Inc. (Exact Name of Registrant as Specified in its Charter) Table 1 - Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (in shares)(1)(3) Proposed Maximum Offering Price per Share(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A common s |
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| February 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 1-39595 NERDY INC. (Exact name of regist |
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| February 28, 2023 |
Nerdy Announces Fourth Quarter 2022 Financial Results EX-99.2 Exhibit 99.2 Nerdy Announces Fourth Quarter 2022 Financial Results St. Louis, February 28, 2023 – Nerdy Inc. (NYSE: NRDY) today announced financial results for the fourth quarter ended December 31, 2022. “Last May we unveiled our plan to evolve our products and revenue model toward long-term recurring ‘always-on’ relationships with our customers. I am pleased to share that we made substant |
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| February 28, 2023 |
EX-99.1 Exhibit 99.1 Q4 | 2022 Earnings Release When students connect to Varsity Tutors, that tutor basically becomes a co-teacher in the classroom. That’s the most impressive part of the whole thing. The Teacher Assigned program was designed to serve as an extension of our teachers, providing each classroom with resources that work hand-in-hand with the educators of our district. Our students and |
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| February 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported) February 28, 2023 NERDY INC. (Exact name of registrant as specified in its charter) Delaware 001-39595 98-1499860 (State or other jurisdiction of incorporation) (Commission File Number |
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| February 28, 2023 |
As filed with the Securities and Exchange Commission on February 28, 2023 As filed with the Securities and Exchange Commission on February 28, 2023 Registration No. |
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| February 14, 2023 |
US64081V1098 / Nerdy Inc / TPG GP A, LLC - AMENDMENT TO FORM SC 13G Passive Investment SC 13G/A 1 nerdy-sc13ga123122.htm AMENDMENT TO FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 2)* Under the Securities Exchange Act of 1934 Nerdy Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 (Titles of Class of Securities) 64081V109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Stateme |
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| February 14, 2023 |
US64081V1098 / Nerdy Inc / Greenvale Capital LLP - NERDY INC. Passive Investment SC 13G/A 1 p23-0186sc13ga.htm NERDY INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Nerdy Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 64081V109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box t |
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| February 14, 2023 |
US64081V1098 / Nerdy Inc / LIGHT STREET CAPITAL MANAGEMENT, LLC - SC 13G/A Passive Investment SC 13G/A 1 brhc10047923sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* NERDY INC. (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 64081V109 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the app |
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| February 14, 2023 |
US64081V1098 / Nerdy Inc / Hutter Robert J. - SC 13G/A Passive Investment SC 13G/A 1 tm236687d1sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Nerdy Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 64081V109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropria |
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| February 13, 2023 |
US64081V1098 / Nerdy Inc / DAVIS VT LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Nerdy Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Sec |
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| February 1, 2023 |
US64081V1098 / Nerdy Inc / FRANKLIN RESOURCES INC Passive Investment nerd22a11.htm - Generated by SEC Publisher for SEC Filing CUSIP NO. 64081V109 13G Page 1 of 14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* NERDY INC. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 64081V109 (CUSIP Number) December 31, 2022 (Date o |
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| December 8, 2022 |
Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported) December 8, 2022 NERDY INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39595 (Commission File Number) 98-1499860 |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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| November 14, 2022 |
Nerdy Announces Third Quarter 2022 Financial Results Exhibit 99.2 Nerdy Announces Third Quarter 2022 Financial Results St. Louis, November 14, 2022 ? Nerdy Inc. (NYSE: NRDY) today announced financial results for the third quarter ended September 30, 2022. ?Two quarters ago we unveiled an ambitious plan to evolve our products and revenue model to be oriented toward long-term recurring relationships with customers. In the third quarter our team contin |
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| November 14, 2022 |
Exhibit 99.1 Q3 | 2022 Earnings Release age Arts Geometry Magic Thursdays, 4:30-5:30PM (ET) Making a great impact in my son?s education. ?Varsity Tutors is making great impact in my son?s education. Tutors are amazing, evaluating needs and working with the weak areas in all the subjects. With membership you have the option of trying all other free courses. Based on my son?s experience I definitely |
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| November 14, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported) November 14, 2022 NERDY INC. (Exact name of registrant as specified in its charter) Delaware 001-39595 98-1499860 (State or other jurisdiction of incorporation) (Commission File Number |
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| October 28, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-260266 PROSPECTUS PROSPECTUS FOR 55,665,294 SHARES OF CLASS A COMMON STOCK 8,281,469 CLASS A WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK 8,281,469 SHARES OF CLASS A COMMON STOCK UNDERLYING WARRANTS TO PURCHASE CLASS A COMMON STOCK 2,051,864 SHARES OF CLASS A COMMON STOCK UNDERLYING THE SHARES OF CLASS B COMMON STOCK UNDERLYING THE WARRA |
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| October 14, 2022 |
As filed with the Securities and Exchange Commission on October 14, 2022 As filed with the Securities and Exchange Commission on October 14, 2022 Registration No. |
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| October 14, 2022 |
Exhibit 107 Calculation of Filing Fee Table Post-Effective Amendment No. 3 to Form S-1 on Form S-3 (Form Type) Nerdy Inc. (Exact Name of Registrant as Specified in its Charter) Table 1 - Newly Registered Securities and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (in shares)(1) Proposed Maximum Offering Price per Share Maximum |
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| August 23, 2022 |
and Light Street Mercury Master Fund, L.P. EX-12 2 stocktransferagreement-rar.htm STOCK TRANSFER AGREEMENT STOCK TRANSFER AGREEMENT This Stock Transfer Agreement (this “Agreement”) is made and entered into as of August 20, 2022 (the “Effective Date”) by and between Rarefied Air Capital LLC (the “Purchaser”), a limited liability company organized under the laws of the State of Missouri1 on the one hand and Light Street Mercury Master Fund, |
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| August 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.2) Nerdy Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Class of Securities) 64081V109 (CUSIP Number) Christopher Swenson Nerdy Inc. 101 S. Hanley Rd., Suite 300 St. Louis, MO 63105 Telephone: (314) 412-1227 (Name, Address and Teleph |
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| August 15, 2022 |
nerdy Q2 Earnings Release 2022 6 Exhibit 99.1 nerdy Q2 | 2022 Earnings Release I realized what a great value my membership is. - Leslie, Learning Member ?I just purchased 4 hr monthly 1-on-1 tutoring per month membership yesterday and [I?m] already extremely satisfied. [I?ve] been blown away by their customer service and quality of classes offered. My subscription includes unlimited classes for all members of our family. After br |
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| August 15, 2022 |
Consulting Agreement, Departure Agreement, and Release This Consulting Agreement, Departure Agreement, and General Release (?Agreement?) is made and entered into on the date last below written by and between Nerdy Inc. |
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| August 15, 2022 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-260266 PROSPECTUS SUPPLEMENT NO. 2 (to the prospectus dated June 7, 2022) PROSPECTUS FOR 55,665,294 SHARES OF CLASS A COMMON STOCK 8,281,469 CLASS A WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK 8,281,469 SHARES OF CLASS A COMMON STOCK UNDERLYING WARRANTS TO PURCHASE CLASS A COMMON STOCK 2,051,864 SHARES OF CLASS A COMMO |
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| August 15, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported) August 15, 2022 NERDY INC. (Exact name of registrant as specified in its charter) Delaware 001-39595 98-1499860 (State or other jurisdiction of incorporation) (Commission File Number) |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-3 |
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| August 15, 2022 |
Nerdy Announces Second Quarter 2022 Financial Results Exhibit 99.2 Nerdy Announces Second Quarter 2022 Financial Results St. Louis, August 15, 2022 ? Nerdy Inc. (NYSE: NRDY) today announced financial results for the second quarter ended June 30, 2022. ?During the second quarter, Nerdy made tremendous strides in advancing our product strategy that delivers on our ?always on? vision for both consumer and institutional customers,? said Chuck Cohn, Found |
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| August 8, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-260266 PROSPECTUS SUPPLEMENT NO. 1 (to the prospectus dated June 7, 2022) PROSPECTUS FOR 55,665,294 SHARES OF CLASS A COMMON STOCK 8,281,469 CLASS A WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK 8,281,469 SHARES OF CLASS A COMMON STOCK UNDERLYING WARRANTS TO PURCHASE CLASS A COMMON STOCK 2,051,864 SHARES OF CLASS A COMMON STOCK UNDERLYING |
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| August 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported) August 3, 2022 NERDY INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39595 (Commission File Number) 98-1499860 ( |
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| June 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.1) Nerdy Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Class of Securities) 64081V109 (CUSIP Number) Christopher Swenson Nerdy Inc. 101 S. Hanley Rd., Suite 300 St. Louis, MO 63105 Telephone: (314) 412-1227 (Name, Address and Teleph |
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| June 7, 2022 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-260266 PROSPECTUS FOR 55,665,294 SHARES OF CLASS A COMMON STOCK 8,281,469 CLASS A WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK 8,281,469 SHARES OF CLASS A COMMON STOCK UNDERLYING WARRANTS TO PURCHASE CLASS A COMMON STOCK 2,051,864 SHARES OF CLASS A COMMON STOCK UNDERLYING THE SHARES OF CLASS B COMMON STOCK UNDERLYING TH |
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| May 27, 2022 |
Table of Contents As filed with the Securities and Exchange Commission on May 27, 2022 No. |
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| May 16, 2022 |
EX-10.1 2 amendmentno1tothetaxreceiv.htm EX-10.1 AMENDMENT NO. 1 TO TAX RECEIVABLE AGREEMENT This Amendment No. 1 (this “Amendment”) is effective as of March 25, 2022 (the “Effective Date”) by and between Nerdy Inc., a Delaware corporation and Nerdy LLC. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Agreement (as defined below). WHEREAS, ref |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported) May 13, 2022 NERDY INC. (Exact name of registrant as specified in its charter) Delaware 001-39595 98-1499860 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1- |
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| May 16, 2022 |
FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NERDY LLC This First Amendment (this ?Amendment?) to the Second Amended and Restated Limited Liability Company Agreement of NERDY LLC, a Delaware limited liability company (the ?Company?), dated as of September 20, 2021 (as amended or modified prior to the effectiveness of this Amendment, the ?LLC Agreement?), is entered into as of the 14th day of March, 2022 to be effective as the 21st day of March, 2022 (the ?Effective Date?) by and among Nerdy LLC, Nerdy Inc. |
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| May 16, 2022 |
Nerdy Announces Record First Quarter 2022 Financial Results Exhibit 99.2 Nerdy Announces Record First Quarter 2022 Financial Results St. Louis, May 16, 2022 ? Nerdy Inc. (NYSE: NRDY) today announced financial results for the first quarter ended March 31, 2022. ?In the first quarter we continued the momentum experienced in 2021, as we once again delivered record bookings and revenue for the quarter,? said Chuck Cohn, Founder, Chairman and Chief Executive Of |
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| May 16, 2022 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-260266 PROSPECTUS SUPPLEMENT NO. 6 (to prospectus dated October 25, 2021) PROSPECTUS FOR 55,665,294 SHARES OF CLASS A COMMON STOCK 8,281,469 CLASS A WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK 8,281,469 SHARES OF CLASS A COMMON STOCK UNDERLYING WARRANTS TO PURCHASE CLASS A COMMON STOCK 2,051,864 SHARES OF CLASS A COMMO |
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| May 16, 2022 |
Exhibit 99.1 Exhibit 99.1 Nerdy Q1 | 2022 Earnings Release ? My family?s experience with Varsity Tutors has been excellent. We have worked with the same tutors in math, science, AP English, and Spanish for over a year. I?m just amazed at their ability to attract and retain such high quality educators in such a difficult labor market. I cannot highly recommend them enough. MARVIN | Parent of High S |
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| May 6, 2022 |
Exhibit 107.1 Calculation of Filing Fee Table Form S-8 (Form Type) Nerdy Inc. (Exact Name of Registrant as Specified in its Charter) Table 1 - Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (in shares)(1)(3) Proposed Maximum Offering Price per Share(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A common s |
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| May 6, 2022 |
As filed with the Securities and Exchange Commission on May 6, 2022 As filed with the Securities and Exchange Commission on May 6, 2022 Registration No. |
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| May 5, 2022 |
Nerdy Inc. Amendment to 2021 Equity Incentive Plan (Adopted as of May 4, 2022) A. Nerdy Inc., a corporation organized under the laws of the State of Delaware (the ?Company?) established the Company?s 2021 Equity Incentive Plan (the ?Plan?); B. The Plan currently provides for 27,774,924 shares of Class A Common Stock (?Stock?) to be reserved for issuance under the Plan; and C. The Company now wishe |
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| May 5, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-260266 PROSPECTUS SUPPLEMENT NO. 5 (to prospectus dated October 25, 2021) PROSPECTUS FOR 55,665,294 SHARES OF CLASS A COMMON STOCK 8,281,469 CLASS A WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK 8,281,469 SHARES OF CLASS A COMMON STOCK UNDERLYING WARRANTS TO PURCHASE CLASS A COMMON STOCK 2,051,864 SHARES OF CLASS A COMMON STOCK UNDERLYING |
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| May 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported) May 4, 2022 NERDY INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39595 (Commission File Number) 98-1499860 (I.R |
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| May 2, 2022 |
Table of Contents As filed with the Securities and Exchange Commission on May 2, 2022 No. |
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| April 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Ru |
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| April 5, 2022 |
424B3 1 a424b32021defproxystatement.htm 424B3 - PROSPECTUS SUPPLEMENT NO.4 Filed Pursuant to Rule 424(b)(3) Registration No. 333-260266 PROSPECTUS SUPPLEMENT NO. 4 (to prospectus dated October 25, 2021) PROSPECTUS FOR 55,665,294 SHARES OF CLASS A COMMON STOCK 8,281,469 CLASS A WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK 8,281,469 SHARES OF CLASS A COMMON STOCK UNDERLYING WARRANTS TO PURCHA |
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| February 28, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported) February 28, 2022 NERDY INC. (Exact name of registrant as specified in its charter) Delaware 001-39595 98-1499860 (State or other jurisdiction of incorporation) (Commission File Number |
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| February 28, 2022 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-260266 PROSPECTUS SUPPLEMENT NO. 3 (to prospectus dated October 25, 2021) PROSPECTUS FOR 55,665,294 SHARES OF CLASS A COMMON STOCK 8,281,469 CLASS A WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK 8,281,469 SHARES OF CLASS A COMMON STOCK UNDERLYING WARRANTS TO PURCHASE CLASS A COMMON STOCK 2,051,864 SHARES OF CLASS A COMMO |
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| February 28, 2022 |
Nerdy Announces Record Fourth Quarter and Full Year 2021 Financial Results Exhibit 99.2 Nerdy Announces Record Fourth Quarter and Full Year 2021 Financial Results St. Louis, Feb. 28, 2022 ? Nerdy Inc. (NYSE: NRDY) today announced financial results for the fourth quarter and full year ended December 31, 2021. ?2021 was a transformational year for Nerdy, which concluded with us delivering all-time record high bookings and revenue in both the fourth quarter and the full-yea |
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| February 28, 2022 |
Exhibit 99.1 Q4 | 2021 Earnings Release We believe we are on the precipice of a sea change in the way education is going to be delivered, with the macro challenges institutions are facing, coupled with the wider availability of technology- enabled resources, all leading to what we are calling the Great Unbundling of Education? and we believe Nerdy is well-positioned as we enter this new era of Unl |
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| February 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 1-39595 NERDY INC. (Exact name of regist |
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| February 22, 2022 |
US64081V1098 / Nerdy Inc / DAVIS VT LLC - DAVIS VT SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.)* Nerdy Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Secu |
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| February 14, 2022 |
US64081V1098 / Nerdy Inc / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 2) NERDY INC. (formerly TPG Pace Tech Opportunities Corp) (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 64081V109 (CUSIP Number) DECEMBER 31, 2021 (Date of event which requires filing of this statement) Che |
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| February 14, 2022 |
US64081V1098 / Nerdy Inc / LIGHT STREET CAPITAL MANAGEMENT, LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* NERDY INC.** (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 64081V109 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua |
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| February 14, 2022 |
US64081V1098 / Nerdy Inc / Hutter Robert J. - SC 13G Passive Investment SC 13G 1 tm226123-6sc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Nerdy Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 64081V109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box |
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| February 11, 2022 |
SC 13G/A 1 nrdy-sc13ga123121.htm AMENDMENT TO SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 Nerdy Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 (Titles of Class of Securities) 64081V109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Ch |
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| February 11, 2022 |
US64081V1098 / Nerdy Inc / Greenvale Capital LLP - NERDY INC. Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Nerdy Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 64081V109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this |
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| February 11, 2022 |
US64081V1098 / Nerdy Inc / Cohn Charles K. - CHARLES COHN SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.)* Nerdy Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Class of Securities) 64081V109 (CUSIP Number) Christopher Swenson Nerdy Inc. 101 S. Hanley Rd., Suite 300 St. Louis, MO 63105 Telephone: (314) 412-1227 (Name, Address and Teleph |
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| February 4, 2022 |
US64081V1098 / Nerdy Inc / FRANKLIN RESOURCES INC Passive Investment nerd21in.htm - Generated by SEC Publisher for SEC Filing CUSIP NO. 64081V109 13G Page 1 of 14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* NERDY INC. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 64081V109 (CUSIP Number) December 31, 2021 (Date of |
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| November 29, 2021 |
As filed with the Securities and Exchange Commission on November 29, 2021 S-8 1 d214089ds8.htm S-8 As filed with the Securities and Exchange Commission on November 29, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 NERDY INC. (Exact name of registrant as specified in its charter) Delaware 98-1499860 (State or other jurisdiction of incorporation or organiz |
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| November 29, 2021 |
Exhibit 99.2 VARSITY TUTORS LLC 2016 U.S. UNIT APPRECIATION RIGHTS PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Varsity Tutors LLC 2016 U.S. Unit Appreciation Rights Plan (the ?Plan?). The purpose of the Plan is to encourage and enable the employees of Varsity Tutors LLC, a Missouri limited liability company (including any successor entity, the ?Company?) an |
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| November 29, 2021 |
Exhibit 99.3 VARSITY TUTORS LLC 2016 CANADIAN UNIT APPRECIATION RIGHTS PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Varsity Tutors LLC 2016 Canadian Unit Appreciation Rights Plan (the ?Plan?). The purpose of the Plan is to encourage certain Canadian Consultants of Varsity Tutors LLC, a Missouri limited liability company (including any successor entity, the ? |
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| November 15, 2021 |
EXHIBIT 10.18 EXECUTIVE SERVICES AGREEMENT WITH NERDY INC. AND NERDY LLC A. Recitals and Definitions 1. Recitals. WHEREAS, the undersigned executive (?you?) were previously a party to an Offer Letter, and the Confidentiality, Non-Solicitation, and Non-Competition required thereby, with Live Learning Technologies Shared Resources LLC that was a subsidiary of Live Learning Technologies LLC d/b/a Ner |
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| November 15, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported) November 15, 2021 NERDY INC. (Exact name of registrant as specified in its charter) Delaware 001-39595 98-1499860 (State or other jurisdiction of incorporation) (Commission File Number |
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| November 15, 2021 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-260266 PROSPECTUS SUPPLEMENT NO. 2 (to prospectus dated October 25, 2021) PROSPECTUS FOR 55,665,294 SHARES OF CLASS A COMMON STOCK 8,281,469 CLASS A WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK 8,281,469 SHARES OF CLASS A COMMON STOCK UNDERLYING WARRANTS TO PURCHASE CLASS A COMMON STOCK 2,051,864 SHARES OF CLASS A COMMO |
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| November 15, 2021 |
Exhibit 99.1 The increased demand trends we?ve seen, coinciding with the return of a new ?normal? in-classroom environment, validate a long-held understanding we have about our business: When learning and outcomes matter to students, our business accelerates. A Note to Our Shareholders We are pleased to share this Nerdy Inc. Shareholder Letter after having successfully completed our business combi |
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| November 15, 2021 |
EXHIBIT 10.17 EXECUTIVE SERVICES AGREEMENT WITH NERDY INC. AND NERDY LLC A. Recitals and Definitions 1. Recitals. WHEREAS, the undersigned executive (?you?) were previously a party to an Executive Agreement, as amended, with Live Learning Technologies LLC d/b/a Nerdy (that merged with Nerdy LLC, a Delaware limited liability company, the surviving entity, and is hereinafter referred to as ?Nerdy LL |
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| November 15, 2021 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-260266 PROSPECTUS SUPPLEMENT NO. 1 (to prospectus dated October 25, 2021) PROSPECTUS FOR 55,665,294 SHARES OF CLASS A COMMON STOCK 8,281,469 CLASS A WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK 8,281,469 SHARES OF CLASS A COMMON STOCK UNDERLYING WARRANTS TO PURCHASE CLASS A COMMON STOCK 2,051,864 SHARES OF CLASS A COMMON STOCK UNDERLYING |
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| November 15, 2021 |
Nerdy Announces Third Quarter 2021 Financial Results Exhibit 99.2 Nerdy Announces Third Quarter 2021 Financial Results St. Louis, November 15, 2021 ? Nerdy (NYSE: NRDY) today announced financial results for the third quarter ended September 30, 2021. ?As students returned to classrooms across the country, we experienced record bookings in the quarter, along with continued strong performance in our key operating metrics. This increased demand validat |
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| November 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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| October 25, 2021 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-260266 PROSPECTUS FOR 55,665,294 SHARES OF CLASS A COMMON STOCK 8,281,469 CLASS A WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK 8,281,469 SHARES OF CLASS A COMMON STOCK UNDERLYING WARRANTS TO PURCHASE CLASS A COMMON STOCK 2,051,864 SHARES OF CLASS A COMMON STOCK UNDERLYING THE SHARES OF CLASS B COMMON STOCK UNDERLYING TH |
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| October 20, 2021 |
NERDY INC. 101 S. Hanley Rd., Suite 300 St. Louis, Missouri 63105 NERDY INC. 101 S. Hanley Rd., Suite 300 St. Louis, Missouri 63105 VIA EDGAR October 20, 2021 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Kathleen Krebs Re: Nerdy Inc. Acceleration Request for Registration Statement on Form S-1 Filed October 15, 2021 File No. 333-260266 Acceleration Request Requested Date: Fri |
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| October 15, 2021 |
List of Subsidiaries of Nerdy Inc. Exhibit 21.1 NERDY INC. LIST OF SUBSIDIARIES Subsidiary Jurisdiction Edunation Holdings Limited United Kingdom Edunation Limited United Kingdom Live Learning for Schools LLC Missouri (USA) Live Learning Technologies Shared Resources LLC Missouri (USA) Nerdy LLC Delaware (USA) Northstar Education Technologies LLC Missouri (USA) School At Home LLC Missouri (USA) SGC Live Learning Instructors LLC Mis |
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| October 15, 2021 |
Table of Contents As filed with the Securities and Exchange Commission on October 15, 2021 No. |
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| September 30, 2021 |
PACE / TPG Pace Tech Opportunities Corp / TCV VIII (A), L.P. - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* NERDY INC. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 64081V 109 (CUSIP Number) Frederic D. Fenton c/o TCV 250 Middlefield Road Menlo Park, California 94025 Telephone: (650) 614-8200 (Name, Address an |
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| September 30, 2021 |
EXHIBIT 10 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class A Common Stock, par value $0. |
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| September 24, 2021 |
Exhibit 10.5 U.S. Employee Form NERDY INC. 2021 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE Pursuant to the terms and conditions of the Nerdy Inc. 2021 Equity Incentive Plan, as amended from time to time (the ?Plan?), Nerdy Inc., a Delaware corporation (the ?Company?), hereby grants to the individual listed below (?you? or the ?Participant?) the number of restricted stock units |
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| September 24, 2021 |
Exhibit 3.1 CERTIFICATE OF INCORPORATION OF NERDY INC. Nerdy Inc. (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the ?DGCL?), hereby certifies as follows: FIRST: The name of the Corporation is Nerdy Inc. SECOND: The address of its registered office in the State of Delaware is The Cor |
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| September 24, 2021 |
Exhibit 16.1 September 24, 2021 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: We were previously principal accountants for Nerdy Inc. (the Company) (formally known as TPG Pace Tech Opportunities Corp.) and, under the date of February 16, 2021, except as to Notes 3 and 10, which was under the date of May 14, 2021, we reported on the financial statements of TPG Pace |
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| September 24, 2021 |
Exhibit 10.2 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NERDY LLC DATED AS OF SEPTEMBER 20, 2021 THE LIMITED LIABILITY COMPANY INTERESTS IN NERDY LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND HAVE BEEN OR ARE BEING ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGI |
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| September 24, 2021 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF NERDY INC. Incorporated under the Laws of the State of Delaware ARTICLE I OFFICES AND RECORDS Section 1.1. Registered Office. The registered office and agent of Nerdy Inc. (the ?Corporation?) in the State of Delaware shall be fixed in the Certificate of Incorporation of the Corporation, as it may be amended from time to time, including any preferred stock |
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| September 24, 2021 |
Form of Indemnity Agreement for executive officers. Exhibit 10.8 NERDY INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (?Agreement?) is made as of September 20, 2021 by and between Nerdy Inc., a Delaware corporation (the ?Company?), and (?Indemnitee?). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company; WHEREAS, in order to induce Indemnite |
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| September 24, 2021 |
Exhibit 10.1 EXECUTION COPY REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is dated as of September 20, 2021 (the ?Effective Date?), by and among TPG Pace Tech Opportunities Corp., a Cayman Islands exempted company, which shall be domesticated as a Delaware corporation prior to the closing of the Transaction (as defined herein) (the ?Company?), and each of the |
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| September 24, 2021 |
Non-Employee Director Compensation Policy. Exhibit 10.6 NERDY INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY The purpose of this Non-Employee Director Compensation Policy (the ?Policy?) of Nerdy Inc. (the ?Company?), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries (?Outside Directors?) |
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| September 24, 2021 |
Exhibit 10.3 EXECUTION COPY TAX RECEIVABLE AGREEMENT Between NERDY INC. and THE PERSONS NAMED HEREIN Dated as of September 20, 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1. Definitions 1 ARTICLE II DETERMINATION OF CERTAIN REALIZED TAX BENEFIT 9 Section 2.1. Basis Schedule 9 Section 2.2. Tax Benefit Schedule 10 Section 2.3. Procedures, Amendments 10 ARTICLE III TAX BENEFIT PAYME |
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| September 24, 2021 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction Nerdy Inc. is providing the following unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the ?Transaction? as described in the Business Combination Agreement entered into between TPG Pace and Nerdy and in the Company?s Definitive Proxy Statement/P |
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| September 24, 2021 |
Exhibit 10.7 NERDY INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (?Agreement?) is made as of September 20, 2021 by and between Nerdy Inc., a Delaware corporation (the ?Company?), and (?Indemnitee?). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company; WHEREAS, in order to induce Indemnite |
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| September 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 20, 2021 NERDY INC. (Exact name of registrant as specified in its charter) Delaware 001-39595 98-1499860 (State or other jurisdiction of incorporation) (Commission File Numb |
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| September 24, 2021 |
Exhibit 10.4 NERDY INC. 2021 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of the Nerdy Inc. 2021 Equity Incentive Plan (the ?Plan?) is to provide a means through which (a) Nerdy Inc., a Delaware corporation (the ?Company?), and the Affiliates may attract, retain and motivate qualified persons as employees, directors and consultants, thereby enhancing the profitable growth of the Company and the A |
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| September 21, 2021 |
EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on October 04, 2021, pursuant to the provisions of Rule 12d2-2 (a). [ X ] 17 CFR 240.12d |
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| September 16, 2021 |
TPG Pace Tech Opportunities Stockholders Approve Merger with Nerdy Exhibit 99.2 TPG Pace Tech Opportunities Stockholders Approve Merger with Nerdy SAN FRANCISCO & Remote-First-Company / ST. LOUIS, September 14, 2021 — TPG Pace Tech Opportunities (NYSE: PACE), a publicly traded special purpose acquisition company, today announced that TPG Pace Tech Opportunities’ stockholders voted to approve its proposed business combination with Nerdy (the “Business Combination” |
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| September 16, 2021 |
EX-99.1 2 d352624dex991.htm EX-99.1 Exhibit 99.1 TPG Pace Tech Opportunities Corp. Expected to Close Combination with Nerdy on September 20, 2021 and Generate Proceeds of More than $575 Million TPG Pace Tech Expects All Conditions to Be Met to Complete Business Combination Special Meeting of Stockholders to be Held on September 14, 2021; Business Combination Expected to Close on September 20, 2021 |
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| September 16, 2021 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 13, 2021 TPG PACE TECH OPPORTUNITIES CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39595 98-1499860 (State or other jurisdiction of incorpo |
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| September 13, 2021 |
425 Filed by TPG Pace Tech Opportunities Corp. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: TPG Pace Tech Opportunities Corp. Commission File No.: 001-39595 TPG Pace Tech Opportunities Corp. Expected to Close Combination with Nerdy on September 20, 2021 and Generate Proceeds of More than $575 Mil |
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| September 10, 2021 |
Nerdy Inc. 9/9/2021 - 8:30 AM EDT Speaker ID: DEUT001090921aNerdy Page 1 Filed by TPG Pace Tech Opportunities Corp. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: TPG Pace Tech Opportunities Corp. Commission File No.: 001-39595 Nerdy Inc. September 9, 2021 8:30 AM EDT Kush Saha: Hey, Chuck and Jaso |
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| September 2, 2021 |
Filed by TPG Pace Tech Opportunities Corp. Filed by TPG Pace Tech Opportunities Corp. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: TPG Pace Tech Opportunities Corp. Commission File No.: 001-39595 Nerdy Investor Update - Back to School Briefing In recent weeks, we?ve received an uptick in investor questions about how demand is trending thi |
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| August 23, 2021 |
EX-99.1 2 d210897dex991.htm EX-99.1 Exhibit 99.1 TPG Pace Tech Opportunities Announces Effectiveness of Registration Statement and a Special Meeting Date of September 14, 2021 in Connection with its Proposed Business Combination with Nerdy SAN FRANCISCO & Remote-First-Company / ST. LOUIS, August 19, 2021 — TPG Pace Tech Opportunities (NYSE: PACE), today announced that its registration statement on |
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| August 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 18, 2021 TPG PACE TECH OPPORTUNITIES CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39595 98-1499860 (State or other jurisdiction of incorporat |
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| August 23, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 18, 2021 TPG PACE TECH OPPORTUNITIES CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39595 98-1499860 (State or other jurisdiction of incorporat |
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| August 19, 2021 |
424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Statement No. |
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| August 19, 2021 |
Proxy Card for Extraordinary General Meeting. EX-99.1 5 d76818dex991.htm EX-99.1 Exhibit 99.1 PRELIMINARY PROXY CARD—SUBJECT TO COMPLETION FOR THE SPECIAL MEETING OF STOCKHOLDERS OF TPG Pace Tech Opportunities Corp. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS P R O X Y The undersigned hereby appoints Greg Mrva and Eduardo Tamraz (the “Proxies”), and each of them independently, with full power of substitution, as proxies and at |
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| August 19, 2021 |
TPG Pace Tech Opportunities Corp. 301 Commerce Street, Suite 3300 Fort Worth, TX 76102 August 19, 2021 VIA EDGAR Division of Corporation Finance Office of Technology United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549-3561 Re: TPG Pace Tech Opportunities Corp. Registration Statement on Form S-4, as amended Filed March 19, 2021 File No. 333-254485 To whom it may |
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| August 19, 2021 |
Table of Contents As filed with the Securities and Exchange Commission on August 19, 2021 No. |
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| August 17, 2021 |
August 17, 2021 Division of Corporation Finance Office of Technology United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| August 17, 2021 |
Filed by TPG Pace Tech Opportunities Corp. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: TPG Pace Tech Opportunities Corp. Commission File No.: 001-39595 CORPORATE PARTICIPANTS Chuck Cohn, Founder, Chairman, and Chief Executive Officer Jason Pello, Chief Financial Officer PRESENTATION Operator Goo |
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| August 16, 2021 |
August 16, 2021 Division of Corporation Finance Office of Technology United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| August 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 11, 2021 TPG PACE TECH OPPORTUNITIES CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39595 98-1499860 (State or other jurisdiction of incorporat |
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| August 12, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 11, 2021 TPG PACE TECH OPPORTUNITIES CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39595 98-1499860 (State or other jurisdiction of incorporat |
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| August 12, 2021 |
Filed by TPG Pace Tech Opportunities Corp. Filed by TPG Pace Tech Opportunities Corp. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: TPG Pace Tech Opportunities Corp. Commission File No.: 001-39595 Nerdy Announces Strong Second Quarter 2021 Financial Results Remote-First / St. Louis, August 11, 2021 ? Nerdy (NYSE: PACE) today announced fina |
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| August 12, 2021 |
nerdy Q2 Earnings Release 2021 5 Filed by TPG Pace Tech Opportunities Corp. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: TPG Pace Tech Opportunities Corp. Commission File No.: 001-39595 nerdy Q2 | 2021 Earnings Release Connecting Experts to Learners in any subject, anytime, anywhere. nerdy Q2 Earnings Release 2021 2 We are all s |
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| August 12, 2021 |
Filed by TPG Pace Tech Opportunities Corp. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: TPG Pace Tech Opportunities Corp. Commission File No.: 001-39595 Investor Presentation Chuck Cohn, CEO Jason Pello, CFO Q2 2021 ? Nerdy 2020. Con?dential and proprietary. 1Filed by TPG Pace Tech Opportunities |
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| August 11, 2021 |
CORRESP 1 filename1.htm August 11, 2021 Division of Corporation Finance Office of Technology United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: TPG Pace Tech Opportunities Corp. Amendment No. 4 to Registration Statement on Form S-4 Filed on August 5, 2021 File No. 333-254485 Ladies and Gentlemen: Set forth below are t |
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| August 11, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39595 TPG PACE TECH OPPORTUNITIES CORP. |
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| August 11, 2021 |
Table of Contents As filed with the Securities and Exchange Commission on August 1 1 , 2021 No. |
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| August 5, 2021 |
As filed with the Securities and Exchange Commission on August 5, 2021 Table of Contents As filed with the Securities and Exchange Commission on August 5, 2021 No. |
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| August 5, 2021 |
August 5, 2021 Division of Corporation Finance Office of Technology United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| August 2, 2021 |
August 2, 2021 Division of Corporation Finance Office of Technology United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| July 19, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 14, 2021 TPG PACE TECH OPPORTUNITIES CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39595 98-1499860 (State or other jurisdiction of incorporatio |
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| July 19, 2021 |
425 1 d162069d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 14, 2021 TPG PACE TECH OPPORTUNITIES CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39595 98-1499860 (State or other jur |
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| July 15, 2021 |
Table of Contents As filed with the Securities and Exchange Commission on July 15, 2021 No. |
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| July 15, 2021 |
July 14, 2021 Division of Corporation Finance Office of Technology United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| June 22, 2021 |
Form of Proxy Card for Extraordinary General Meeting. Exhibit 99.1 PRELIMINARY PROXY CARD?SUBJECT TO COMPLETION FOR THE SPECIAL MEETING OF STOCKHOLDERS OF TPG Pace Tech Opportunities Corp. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS P R O X Y The undersigned hereby appoints Greg Mrva and Eduardo Tamraz (the ?Proxies?), and each of them independently, with full power of substitution, as proxies and attorneys-in-fact to vote all of the |
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| June 22, 2021 |
June 22, 2021 Division of Corporation Finance Office of Technology United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| June 22, 2021 |
Table of Contents As filed with the Securities and Exchange Commission on June 22, 2021 No. |
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| June 4, 2021 |
Filed by TPG Pace Tech Opportunities Corp. Filed by TPG Pace Tech Opportunities Corp. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: TPG Pace Tech Opportunities Corp. Commission File No.: 001-39595 Opinion Article in USA Today by Chuck Cohn, CEO of Nerdy Why schools should bet on tutors, not bots, to help students recover from learning loss |
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| May 25, 2021 |
Filed by TPG Pace Tech Opportunities Corp. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: TPG Pace Tech Opportunities Corp. Commission File No.: 001-39595 Nerdy Strengthens Leadership Team with Key Executive Appointments Karthik Anbalagan Appointed Chief Audience Officer, Craig Pape Named Chief Mar |
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| May 24, 2021 |
Promissory Note from the Company, dated April 16, 2020, in favor of Commerce Bank Exhibit 10.17 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. PROMISSORY NOTE Principal $8,293,400.00 Loan Date 04-16-2020 Maturity 04-16-2022 Loan No [***] Call / Coll 4A0 / 0004 Account [***] Officer 78687 Initials Re |
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| May 24, 2021 |
May 24, 2021 Division of Corporation Finance Office of Technology United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| May 24, 2021 |
Exhibit 4.4 FORM OF CERTIFICATE OF DOMESTICATION OF TPG PACE TECH OPPORTUNITIES CORP. Pursuant to Sections 103, 265 and 388 of the General Corporation Law of the State of Delaware TPG Pace Tech Opportunities Corp., a Cayman Islands exempted company limited by its shares, which intends to domesticate as a Delaware corporation pursuant to this Certificate of Domestication (upon such domestication to |
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| May 24, 2021 |
Table of Contents As filed with the Securities and Exchange Commission on May 24, 2021 No. |
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| May 18, 2021 |
Filed by TPG Pace Tech Opportunities Corp. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: TPG Pace Tech Opportunities Corp. Commission File No.: 001-39595 Analyst Day Presentation + Q1 Results Addendum May 2021 ? Nerdy 2020. Con?dential and proprietary. 1Filed by TPG Pace Tech Opportunities Corp. P |
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| May 18, 2021 |
Filed by TPG Pace Tech Opportunities Corp. Filed by TPG Pace Tech Opportunities Corp. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: TPG Pace Tech Opportunities Corp. Commission File No.: 001-39595 Q1 2021 Update 2DisclaimerThis Presentation has been prepared by Nerdy (the ?Company?) and TPG Pace based in part upon market information and st |
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| May 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-395 |
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| May 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39595 TPG PACE TECH OPPORTUNITIES CORP. |
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| May 7, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2021 TPG PACE TECH OPPORTUNITIES CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39595 98-1499860 (State or other jurisdiction of incorporation) |
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| May 6, 2021 |
Filed by TPG Pace Tech Opportunities Corp. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: TPG Pace Tech Opportunities Corp. Commission File No.: 001-39595 Nerdy Inc. First Quarter 2021 Earnings Conference Call May 4, 2021 C O R P O R A T E P A R T I C I P A N T S Chuck Cohn, Founder, Chairman, and |
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| May 5, 2021 |
Filed by TPG Pace Tech Opportunities Corp. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: TPG Pace Tech Opportunities Corp. Commission File No.: 001-39595 Q1 | 2021 Earnings Release Connecting Experts to Learners in any subject, anytime, anywhere. My classes allowed me to be involved in the path of |
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| May 5, 2021 |
Filed by TPG Pace Tech Opportunities Corp. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: TPG Pace Tech Opportunities Corp. Commission File No.: 001-39595 Nerdy Announces First Quarter 2021 Financial Results Q1 online sales growth accelerated to 100% YOY Active Learner growth increased 67% ST. LOUI |
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| April 21, 2021 |
Filed by TPG Pace Tech Opportunities Corp. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: TPG Pace Tech Opportunities Corp. Commission File No.: 001-39595 Nerdy Posts Analyst Day Presentation, Provides Update on Business Active Learners Increase 67% in First Quarter of 2021 ST. LOUIS, April 21, 202 |
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| March 19, 2021 |
Exhibit 10.7 October 9, 2020 TPG Pace Tech Opportunities Corp. 301 Commerce St., Suite 3300 Fort Worth, TX 76102 Re: Initial Public Offering Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into or proposed to be entered into by and among TPG Pace Tech Opportunities Corp., a Cayman Island |
