Nerdy, a leading platform for delivering live online learning,
today announced that Chuck Cohn, Founder, Chairman & Chief
Executive Officer, and Jason Pello, Chief Financial Officer, will
present virtually at the following upcoming investor
conferences.
Needham 16th Annual Virtual Technology & Media
Conference
May 17, 2021
Presentation at 1:30PM ET
Register for event
JP Morgan’s 49th Annual Global TMC Conference
May 26, 2021
Presentation at 5:10PM ET
Register for event
All interested parties may access a live webcast of the Needham
16th Annual Virtual Technology & Media Conference and the JP
Morgan 49th Annual Global TMC Conference events at www.tpg.com and
www.nerdy.com, under “Investors,” or by using the following link:
https://www.nerdy.com/investors.
For those unable to participate during the live webcast, a
replay will be available at www.nerdy.com.
About Nerdy
Nerdy is a leading curated direct-to-consumer platform for live
online learning. Nerdy’s mission is to transform the way people
learn through technology. The Company’s purpose-built proprietary
platform leverages technology, including AI, to connect learners of
all ages to experts, delivering superior value on both sides of the
network. Nerdy’s comprehensive learning destination provides
learning experiences across 3,000+ subjects and multiple
formats—including one-on-one instruction, small group classes,
large format group classes, and adaptive self-study. Nerdy’s
flagship business, Varsity Tutors, is one of the nation’s largest
platforms for live online tutoring and classes. Learn more about
Nerdy at https://www.nerdy.com/.
No offer or Solicitation
This communication is for informational purposes only and is
neither an offer to purchase, nor a solicitation of an offer to
sell, subscribe for or buy any securities or the solicitation of
any vote in any jurisdiction pursuant to the proposed business
combination between Nerdy and TPG Pace Tech Opportunities Corp.
(“TPG Pace”) or otherwise, nor shall there be any sale, issuance or
transfer or securities in any jurisdiction in contravention of
applicable law. No offer of securities shall be made except in a
transaction exempt from registration under the Securities Act or by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act, and applicable regulations in the Cayman
Islands.
Important Information for Investors and Shareholders
In connection with the proposed business combination, TPG Pace
filed a registration statement on Form S-4 and the related proxy
statement/prospectus with the SEC on March 19, 2021 (the
“Registration Statement”). Additionally, TPG Pace will file other
relevant materials with the SEC in connection with the proposed
business combination. The materials filed or to be filed by TPG
Pace with the SEC may be obtained free of charge at the SEC’s
website at www.sec.gov. Investors and security holders of TPG Pace
are urged to read the proxy statement/prospectus and the other
relevant materials when they become available before making any
voting or investment decision with respect to the proposed business
combination because they contain or will contain important
information about the business combination and the parties to the
business combination.
Participants in the Solicitation
TPG Pace, Nerdy and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the shareholders of TPG Pace Tech Opportunities in
connection with the proposed business combination. Investors and
security holders may obtain more detailed information regarding the
names, affiliations and interests of certain of TPG Pace Tech
Opportunities’ executive officers and directors in the solicitation
by reading TPG Pace’s initial public offering prospectus, which was
filed with the SEC on October 8, 2020, and the Registration
Statement and other relevant materials filed with the SEC in
connection with the business combination when they become
available. Other information concerning the interests of
participants in the solicitation, which may, in some cases, be
different than those of their shareholders generally, will be set
forth in the proxy statement/prospectus relating to the business
combination when it becomes available.
Forward Looking Statements
The information included herein and in any oral statements made
in connection herewith include “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements, other than statements of present or
historical fact included herein, regarding the proposed business
combination, TPG Pace Tech Opportunities’ ability to consummate the
transaction, the benefits of the transaction and TPG Pace Tech
Opportunities’ future financial performance following the
transaction, as well as TPG Pace Tech Opportunities’ strategy,
future operations, financial position, estimated revenues and
losses, projected costs, prospects, plans and objectives of
management are forward-looking statements. When used herein,
including any oral statements made in connection herewith, the
words “outlook,” “believes,” “expects,” “potential,” “continues,”
“may,” “will,” “should,” “could,” “seeks,” “approximately,”
“predicts,” “intends,” “plans,” “estimates,” “anticipates,” the
negative of such terms and other similar expressions are intended
to identify forwardlooking statements, although not all
forward-looking statements contain such identifying words. These
forward-looking statements are based on management’s current
expectations and assumptions about future events and are based on
currently available information as to the outcome and timing of
future events. Except as otherwise required by applicable law, TPG
Pace Tech Opportunities disclaims any duty to update any
forward-looking statements, all of which are expressly qualified by
the statements in this section, to reflect events or circumstances
after the date hereof or any new information. TPG Pace Tech
Opportunities cautions you that these forward-looking statements
are subject to risks and uncertainties, most of which are difficult
to predict and many of which are beyond the control of TPG Pace
Tech Opportunities. These risks include, but are not limited to,
(1) the inability to complete the transactions contemplated by the
proposed business combination; (2) the inability to recognize the
anticipated benefits of the proposed business combination, which
may be affected by, among other things, competition, and the
ability of the combined business to grow and manage growth
profitably; (3) any inability of Nerdy to adequately protect its
intellectual property; (4) any security breaches, loss of data or
other disruptions; (5) any loss of key employees, including Nerdy’s
Founder, Chairman and Chief Executive Officer; (6) effects on TPG
Pace Tech Opportunities’ public securities’ liquidity and trading;
(7) the market’s reaction to the proposed business combination; (8)
the lack of a market for TPG Pace Tech Opportunities’ securities;
(9) TPG Pace Tech Opportunities’ financial performance following
the proposed business combination; (10) costs related to the
proposed business combination; (11) changes in applicable laws or
regulations; (12) the possibility that the novel coronavirus
(“COVID-19”) may hinder TPG Pace Tech Opportunities’ ability to
consummate the business combination; (13) the possibility that
COVID-19 may adversely affect the results of operations, financial
position and cash flows of TPG Pace Tech Opportunities or Nerdy;
(14) the possibility that TPG Pace Tech Opportunities or Nerdy may
be adversely affected by other economic, business and/or
competitive factors; and (15) other risks and uncertainties
indicated from time to time in documents filed or to be filed with
the SEC by TPG Pace Tech Opportunities. Should one or more of the
risks or uncertainties described herein and in any oral statements
made in connection therewith occur, or should underlying
assumptions prove incorrect, actual results and plans could differ
materially from those expressed in any forward-looking statements.
Additional information concerning these and other factors that may
impact TPG Pace Tech Opportunities’ expectations and projections
can be found in TPG Pace Tech Opportunities’ initial public
offering prospectus, which was filed with the SEC on October 8,
2020, and the Registration Statement. In addition, TPG Pace Tech
Opportunities’ periodic reports and other SEC filings are available
publicly on the SEC’s website at www.sec.gov.
Additional Information About the Business Combination and
Where to Find it
A full description of the terms of the proposed business
combination has been provided in the Registration Statement, which
includes a proxy statement for the stockholders of TPG Pace Tech
Opportunities that also constitutes a prospectus of Nerdy. TPG Pace
Tech Opportunities urges investors, stockholders and other
interested persons to read, when available, the preliminary proxy
statement/prospectus as well as other documents filed with the SEC
because these documents will contain important information about
TPG Pace Tech Opportunities, Nerdy and the business combination.
After the Registration Statement is declared effective, the
definitive proxy statement/prospectus to be included in the
Registration Statement will be mailed to stockholders of TPG Pace
Tech Opportunities as of a record date to be established for voting
on the proposed business combination. Stockholders will also be
able to obtain a copy of the proxy statement/prospectus, without
charge, by directing a request to: TPG Pace Tech Opportunities, 301
Commerce St., Suite 3300, Fort Worth, TX 76102. The preliminary and
definitive proxy statement/prospectus to be included in the
Registration Statement, once available, can also be obtained,
without charge, at the SEC’s website (www.sec.gov).
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version on businesswire.com: https://www.businesswire.com/news/home/20210510005283/en/
Investor Relations investors@nerdy.com
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