As filed with the Securities and Exchange Commission on March 19, 2021

No. 333-          

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

TPG PACE TECH OPPORTUNITIES CORP.*

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands*		6770		98-1499860
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

 

301 Commerce St., Suite 3300

Fort Worth, TX 76102

Telephone: (212) 405-8458

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Jerry Neugebauer

c/o

TPG Pace Tech Opportunities Corp.

301 Commerce St., Suite 3300

Fort Worth, TX 76102

Telephone: (212) 405-8458

Facsimile: (512) 533-6601

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies of all communications, including communications sent to agent for service, should be sent to:

 

Keith Fullenweider Sarah K. Morgan Vinson & Elkins L.L.P. 1001 Fannin St. Suite 2500 Houston, Texas 77002 (713) 758-2222		John M. Mutkoski Jocelyn M. Arel Goodwin Procter LLP 100 Northern Avenue Boston, Massachusetts 02210 Tel: (617) 570-1000

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

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

 

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
				Emerging growth company		☒

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer)  ☐

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to be Registered		Amount to be Registered		Proposed Maximum Offering Price Per Unit		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Class A Common Stock, par value $0.0001 per share(1)		147,184,678		$10.19 (4)		$1,499,811,868.82		$163,629.48
Warrants to purchase Class A Common Stock(2)		16,333,333		$11.50 (5)		$187,833,330		$20,492.62
Class A Common Stock underlying Warrants(3)		16,333,333		$1.56 (6)		$25,479,999.50		$2,779.87
Total								$186,901.97

(1)

Represents (i) 45,000,000 shares of Class A common stock (“Class A Common Stock”) that will be issued upon the conversion of an equal number of Class A ordinary shares of TPG Pace Tech Opportunities Corp. (“TPG Pace”) issued in connection with the Domestication (defined below), (ii) 11,250,000 shares of Class A Common Stock that will be issued upon the conversion of an equal number of Class F ordinary shares of TPG Pace to Class F common stock following the Domestication, which will then be converted to Class A Common Stock in connection with the Business Combination described in the proxy statement/prospectus forming part of this registration statement (the “proxy statement/prospectus”), (iii) 750,000 shares of Class A Common Stock, comprised of 3,750,000 additional shares of Class A Common Stock to be issued in connection with the Business Combination in order for the holders of shares of Nerdy Inc. Class F common stock to maintain their relative interest of the percentage of outstanding common stock of Nerdy Inc. following the issuances contemplated by the Forward Purchase Agreements (as defined in the accompanying proxy statement/prospectus), offset by 3,000,000 shares of Class A Common Stock to be forfeited in connection with the Business Combination and related transactions and (iv) 90,184,678 shares of Class A Common Stock, including a certain number of shares of Class A Common Stock that may be issued upon exchange of units in OpCo (as described in the proxy statement/prospectus) and an equal number of shares of Nerdy Inc.’s Class B common stock that will be issued to the equityholders of Nerdy (as described in the proxy statement/prospectus) in connection with the Business Combination.

(2)

The number of warrants to acquire shares of Class A Common Stock (the “Nerdy Inc. warrants”) being registered represents (A) (i) 9,000,000 warrants to purchase Class A ordinary shares underlying units issued in TPG Pace’s initial public offering (“public warrants”) and (ii) 4,888,889 warrants to purchase Class A ordinary shares underlying warrants issued in a private placement simultaneously with the closing of TPG Pace’s initial public offering (the “private placement warrants”) after taking into account the forfeiture of 2,444,444 private placement warrants in connection with the Business Combination, each of which will automatically be converted by operation of law into warrants to acquire shares of Class A Common Stock as a result of the Domestication and (B) 2,444,444 warrants to purchase shares of Class A Common Stock or securities convertible into Class A Common Stock that will be issued to certain equity holders of Nerdy (as described in the proxy statement/prospectus) in connection with the Business Combination. The warrants in clause (B), together with warrants to purchase OpCo Units (defined below) that will be issued to the remaining equity holders of Nerdy (as described in the proxy statement/prospectus) in connection with the Business Combination, are referred to as the “Nerdy warrants” and, together with the converted public warrants and the private placement warrants, are referred to as the “warrants.”

(3)	Represents shares of Class A Common Stock to be issued upon the exercise of (i) 9,000,000 public warrants, (ii) 4,888,889 private placement warrants and (iii) 2,444,444 Nerdy warrants.

(4)	Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Class A ordinary shares on the NYSE on March 16, 2021 ($10.19 per Class A ordinary share). This calculation is in accordance with Rule 457(f)(1) of the Securities Act.

(5)	Represents the exercise price of the warrants.

(6)	Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the public warrants on the NYSE on March 12, 2021 ($1.56 per warrant). This calculation is in accordance with Rule 457(f)(1) of the Securities Act.

*

Immediately prior to the consummation of the Business Combination, TPG Pace intends to effect a deregistration under the Cayman Islands Companies Act (2021 Revision) and a domestication under Part XII of the Delaware General Corporation Law, pursuant to which TPG Pace will change its jurisdiction of registration by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation registered under the laws of the State of Delaware (the “Domestication”). All securities being registered will be issued by the continuing entity following the Domestication, which will be renamed “Nerdy Inc.” upon the consummation of the Domestication.

 

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the SEC, acting pursuant to Section 8(a), may determine.

 

 

 

The information in this preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not sell the securities described in this preliminary proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

PRELIMINARY—SUBJECT TO COMPLETION, DATED MARCH 19, 2021

PROXY STATEMENT FOR

EXTRAORDINARY GENERAL MEETING OF TPG PACE TECH OPPORTUNITIES CORP.

TPG PACE TECH OPPORTUNITIES CORP.

301 Commerce Street, Suite 3300

Fort Worth, Texas 76102

Dear TPG Pace Tech Opportunities Corp. Shareholders:

You are cordially invited to attend an extraordinary general meeting of the shareholders of TPG Pace Tech Opportunities Corp., an exempted company incorporated in the Cayman Islands (“TPG Pace”), which will be held on                 , 2021 at                  local time at the offices of Vinson & Elkins L.L.P., located at 1114 Avenue of the Americas, 32^nd Floor, New York, NY 10036 and virtually pursuant to the procedures described in the accompanying proxy statement/prospectus (the “extraordinary general meeting”).

As further described in the accompanying proxy statement/prospectus, in connection with the Domestication (as defined below), on the Closing Date (as defined below), prior to the Effective Time (as defined below) (each as described below), among other things, (i) TPG Pace will change its name to “Nerdy Inc.,” (ii) all of the outstanding Class A ordinary shares, par value $0.0001 per share of TPG Pace (the “Class A Shares”) will be converted into Class A Common Stock of a new Delaware corporation, all of the outstanding Class F ordinary shares, par value $0.0001 per share of TPG Pace (the “Founder Shares” and, together with the Class A Shares, the “TPG Pace ordinary shares”) will convert into an equivalent number of shares of Class F Common Stock (and upon the Closing, into Class A Common Stock (as defined below)) of a new Delaware corporation and all of the outstanding TPG Pace warrants will be converted into warrants to purchase Class A Common Stock of a new Delaware corporation, and (iii) the governing documents of TPG Pace will be amended and restated. As used in the accompanying proxy statement/prospectus, “Nerdy Inc.” refers to TPG Pace after giving effect to the Domestication and the Business Combination.

At the extraordinary general meeting, TPG Pace shareholders will be asked to consider and vote upon a proposal, which is referred to herein as the “Business Combination Proposal” to approve and adopt the Business Combination Agreement (and the transactions contemplated thereby, the “Business Combination”) dated as of January 28, 2021 (as amended on March 19, 2021 and as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among TPG Pace, TPG Pace Tech Merger Sub LLC, a Delaware limited liability company (“TPG Pace Merger Sub”), TCV VIII (A) VT, Inc., a Delaware corporation (“TCV Blocker”), LCSOF XI VT, Inc., a Delaware corporation (“Learn Blocker” and, together with TCV Blocker, the “Blockers”), TPG Pace Blocker Merger Sub I Inc., a Delaware corporation (“Blocker Merger Sub I”), TPG Pace Blocker Merger Sub II Inc., a Delaware corporation (“Blocker Merger Sub II” and, together with Blocker Merger Sub I, the “Blocker Merger Subs” and, together with TPG Pace Merger Sub, the “Merger Subs”), Live Learning Technologies LLC, a Missouri limited liability company (“Nerdy”), and, solely for the purposes described therein, certain entities affiliated with the Blockers, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A-I, including the transactions contemplated thereby.

As described in further detail below, the combined company will be organized in an “Up-C” structure and the aggregate consideration to be paid to the holders of Nerdy equity (including the owners of the Blockers with respect to their indirect interest in Nerdy equity and the holders of Nerdy unit appreciation rights and profit units, collectively, the “Existing Nerdy Holders”) to the extent entitled to consideration, as described below, will be based on an enterprise value of $1,250,000,000 (subject to certain debt related adjustments) and shall consist of (i) an amount of cash equal to the excess of the amount of Available Cash (as defined in the accompanying proxy statement/prospectus) over $250,000,000 (but not to exceed $388,200,000), plus (ii) equity consideration valued at $10.00 per share/unit in respect of the remaining portion of Nerdy’s enterprise value after deducting the cash consideration in clause (i), plus (iii) certain Nerdy warrants plus (iv) the Nerdy Earnout Consideration (as defined below). As used in the accompanying proxy statement/prospectus, “OpCo” refers to Nerdy following the Merger (as defined below).

As further described in the accompanying proxy statement/prospectus, subject to the terms and conditions of the Business Combination Agreement, the following transactions will occur:

 

(a)

On the date of the transactions contemplated by the Business Combination Agreement (the “Closing Date”), prior to the Effective Time (as defined in the Business Combination Agreement), (i) TPG Pace will change its jurisdiction of registration by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation registered under the laws of the State of Delaware (the “Domestication”), upon which TPG Pace will change its name to “Nerdy Inc.” (for further details, see “Proposal No. 2—The Domestication Proposal”) and (ii) Nerdy will cause each outstanding class of preferred units and the Nerdy profit units (whether vested or unvested) to be automatically converted into Nerdy common units (subject to substantially the same terms and conditions, including applicable vesting requirements) (the “Nerdy Recapitalization”) and (iii) TCV Blocker will consummate certain restructuring transactions such that, following such transactions, TCV Blocker will directly own common units in Nerdy.

 

(b)

TPG Pace Merger Sub will merge with and into Nerdy (the “Merger”), with Nerdy surviving the Merger. Pursuant to the Merger, (i) each holder of Nerdy common units (other than the Blockers) will exchange its Nerdy common units for (A) certain cash consideration, (B) either (x) certain limited liability company units in Nerdy (“OpCo Units”) and an equivalent number of shares of Nerdy Inc.’s Class B common stock, par value $0.0001 per share (“Class B Common Stock”), in the case of converted Nerdy profit units, subject to substantially the same terms and conditions, including applicable vesting requirements, as those in effect prior the Effective Time, or (y) certain shares of Nerdy Inc.’s class A common stock, par value $0.0001 per share (“Class A Common Stock” and, together with Class B Common Stock, “Common Stock”), and (C) certain Nerdy warrants and (ii) each holder of unit appreciation rights granted under the Nerdy 2016 U.S. Unit Appreciation Rights Plan and the 2016 Canadian Unit Appreciation Rights Plan will exchange all such unit appreciation rights for (1) corresponding stock appreciation rights in Nerdy Inc., which will be subject to substantially the same terms and conditions, including applicable vesting requirements, as the prior unit appreciation rights or (2) certain cash consideration. The holders of Nerdy common units (other than the Blockers) will also receive the rights set forth in the Tax Receivable Agreement (as defined below).

 

(c)

(i) Simultaneously with the Merger, Blocker Merger Sub I will merge with and into TCV Blocker, with TCV Blocker surviving such merger, and Blocker Merger Sub II will merge with and into Learn Blocker, with Learn Blocker surviving such merger (each a “Reverse Blocker Merger” and, together, the “Reverse Blocker Mergers”), and (ii) immediately following the Merger and the Reverse Blocker Mergers, each surviving Blocker will merge with and into Nerdy Inc. (each a “Direct Blocker Merger” and, together, the “Direct Blocker Mergers” and, together with the Reverse Blocker Mergers, the “Blocker Mergers”), with Nerdy Inc. surviving each Direct Blocker Merger. Each holder of equity interests in the Blockers will exchange such equity interests in the Reverse Blocker Mergers for (A) certain cash consideration, (B) certain shares of Class A Common Stock and (C) certain Nerdy Inc. warrants.

 

(d)

Immediately following the Blocker Mergers and in connection with the Closing, Nerdy Inc. will contribute all of its assets (other than the OpCo Units it then holds), which will consist of the amount of funds contained in TPG Pace’s trust account (net of any shareholder redemption amounts and including the net cash proceeds to TPG Pace resulting from the Subscription Agreements (as defined below) and the Forward Purchase Agreements (as defined below)) (collectively, “Available Cash”) less the cash consideration paid to Nerdy equity holders, to OpCo in exchange for a number of additional OpCo Units and a number of warrants to purchase OpCo Units (“OpCo warrants”), such that Nerdy Inc. will hold a number of OpCo Units equal to the total number of shares of Class A Common Stock and a number of OpCo warrants equal to the total number of Nerdy Inc. warrants, in each case, issued and outstanding immediately after giving effect to the Business Combination. The amount of cash to be contributed by Nerdy Inc. to OpCo at the Closing of the Business Combination is estimated to be approximately $266 million, assuming no redemptions by TPG Pace shareholders.

This business combination is being accomplished through what is commonly referred to as an “Up-C” structure, which is often used by partnerships and limited liability companies undertaking an initial public offering. The Up-C structure allows the Existing Nerdy Holders (other than the owners of the Blockers) to retain their equity ownership in Nerdy, an entity that is classified as a partnership for U.S. federal income tax purposes, in the form of post-merger OpCo units and OpCo warrants, and provides potential future tax benefits for Nerdy Inc. (a substantial portion of which the post-merger Nerdy holders of OpCo Units will benefit from pursuant to the Tax Receivable Agreement) in connection with the Business Combination and when the post-merger Nerdy holders of OpCo Units ultimately exchange their OpCo Units for shares of Class A Common Stock. Nerdy Inc. will be a holding company and, immediately after the consummation of the business combination, its only direct assets will consist of OpCo Units and OpCo warrants. Immediately following the Closing, Nerdy Inc. is expected to own approximately 60% of the OpCo Units.

The Existing Nerdy Holders will be issued at closing 4,000,000 (i) shares of Class A Common Stock or (ii) OpCo Units (and a corresponding number of Class B Common Stock), as applicable, that will be subject to forfeiture if certain stock price thresholds are not achieved within a period of five years from the Closing Date (the “Nerdy Earnout Consideration”). Following the Closing, the Existing Nerdy Holders are expected (i) to own approximately 51% of the Common Stock of Nerdy Inc., comprised of 100% of the outstanding Class B Common Stock and approximately 17% of the outstanding Class A Common Stock, (ii) to own 13% of the outstanding aggregate warrants, including 100% of the OpCo warrants and 2% of the Nerdy Inc. warrants, and (iii) to receive approximately $388.2 million of cash consideration, assuming no redemptions by TPG Pace shareholders. The foregoing and, unless indicated otherwise, other ownership percentages presented throughout this proxy statement/prospectus (a) include the shares of Common Stock of Nerdy Inc. underlying vested and unvested stock appreciation rights and profit interest units that will be held by the former Nerdy unit appreciation rights and profit interest units holders immediately following the Closing, which is expected to be 18,075,207 shares, consisting of 5,976,406 shares of Class A Common Stock for the stock appreciation rights of Nerdy Inc. and 12,098,801 shares of Class B Common Stock for the profit interest units of Nerdy Inc., (b) include the Nerdy Earnout Consideration, which is subject to forfeiture, (c) assume no redemptions by TPG Pace shareholders and (d) do not take into account (i) the issuance of any shares upon completion of the Business Combination under the Nerdy Inc. 2021 Equity Incentive Plan (the “Equity Incentive Plan”), a copy of which is attached to the proxy statement/prospectus as Annex K, which is expected to include shares available for issuance for up to 15% of shares outstanding at Closing after giving effect to the shares of Class A Common Stock/OpCo Units issuable upon exercise of the warrants using treasury stock method assuming an $18.00 stock/unit price and assuming that the Nerdy Earnout Consideration is issued in full and (ii) the issuance of any shares pursuant to the exercise of warrants that will remain outstanding immediately following the Business Combination and may be exercised thereafter.

For a diagram showing the expected post-closing corporate structure, please see the section entitled “Summary of the Proxy Statement—Organizational Structure” on page 6 of the accompanying proxy statement.

On the Closing Date, OpCo, Nerdy Inc. and the other members named therein will enter into the Second Amended and Restated Limited Liability Company Agreement of OpCo (the “OpCo LLC Agreement”). Pursuant to and in accordance with the terms of the OpCo LLC Agreement, each vested OpCo Unit will be redeemable by its holder, subject to certain limitations, for one share of Class A Common Stock. Alternatively, upon the exercise of this redemption right, Nerdy Inc. (instead of OpCo) will have a right to acquire each tendered OpCo Unit directly from its holder for either one share of Class A Common Stock, or, at Nerdy Inc.’s election, an equivalent amount of cash. In addition, Nerdy Inc. will generally have the right to require, upon a change of control of Nerdy Inc., that each OpCo Unitholder (other than Nerdy Inc.) exercise its OpCo Redemption Right with respect to some or all of such holder’s OpCo Units. In connection with any exercise of these redemption or call rights with respect to OpCo Units, the corresponding number of shares of Class B Common Stock will be cancelled. For more information, please see “Business Combination Proposal—Related Agreements—OpCo LLC Agreement.”

In connection with the Business Combination, Nerdy Inc. will enter into the Tax Receivable Agreement. The Tax Receivable Agreement generally provides for the payment by Nerdy Inc. to certain holders of OpCo

Units (or their permitted assignees) (“TRA Holders”) of 85% of the net cash savings, if any, in U.S. federal, state and local income tax that Nerdy Inc. actually realizes (or is deemed to realize in certain circumstances) in periods after the Business Combination as a result of: (i) certain increases in tax basis that occur as a result of (A) the Business Combination (including as a result of cash received in the Business Combination and debt repayment occurring in connection with the Business Combination) or (B) exercises of the redemption or call rights set forth in the OpCo LLC Agreement; and (ii) imputed interest deemed to be paid by Nerdy Inc. as a result of, and additional basis arising from, any payments Nerdy Inc. makes under the Tax Receivable Agreement. Nerdy Inc. will retain the benefit of the remaining 15% of these net cash savings. If Nerdy Inc. elects to terminate the Tax Receivable Agreement early, Nerdy Inc. would be required to make an immediate payment equal to the present value of the anticipated future payments to be made by it to the TRA Holders under the Tax Receivable Agreement (based upon certain valuation assumptions and deemed events set forth in the Tax Receivable Agreement) and such payment is expected to be substantial. If a change of control occurs (as defined under the Tax Receivable Agreement, which includes certain mergers, asset sales and other forms of business combinations and certain changes to the composition of the Nerdy Inc. board), the Tax Receivable Agreement will remain in effect with respect to each TRA Holder (provided that certain valuation assumptions, including that there will be sufficient income to utilize all tax attributes covered by the Tax Receivable Agreement, will be utilized to determine the payments to be made under the Tax Receivable Agreement), unless such TRA Holder elects (or the representative of the TRA Holders causes all of the TRA Holders to elect) to receive its early termination payment in connection with the change of control transaction.

Concurrently with the execution of the Business Combination Agreement, TPG Pace entered into subscription agreements (the “Subscription Agreements”) with certain investors, pursuant to which such investors agreed to purchase, and TPG Pace agreed to issue and sell to such investors, newly issued shares of Class A Common Stock at a purchase price of $10.00 per share for gross proceeds of approximately $150 million, which purchase and sale will be consummated concurrently with the Business Combination (the “PIPE Financing”).

Pursuant to certain forward purchase agreements (the “Forward Purchase Agreements”) entered into in connection with TPG Pace’s initial public offering (the “TPG Pace IPO”), and with respect to TPG Holdings III, L.P. (“TPG Holdings”), an affiliate of TPG Global, LLC (“TPG Global”), subsequently transferred to other purchasers, TPG Pace has agreed to issue to (i) certain third parties and (ii) certain employees, affiliates and “friends of the firm” of TPG Global (such employees, affiliates and friends of the firm, the “TPG Global Purchasers” together with the third party forward purchasers, the “forward purchasers”), an aggregate of 15,000,000 Class A Shares at a price of $10.00 per share, plus an aggregate of 3,000,000 warrants to purchase one Class A Share at $11.50 per share, for an aggregate purchase price of $150 million. The transactions contemplated by the Forward Purchase Agreements are expected to close substantially concurrently with the closing of the Business Combination. In connection with the Domestication, the Class F ordinary shares, $0.0001 par value in the capital of TPG Pace will convert into an equivalent number of shares of Class F Common Stock, par value $0.0001 per share of Nerdy Inc. and the Proposed Certificate of Incorporation (as defined in the accompanying proxy statement/prospectus) will include a conversion adjustment substantially identical to the existing conversion adjustment in the amended and restated memorandum and articles of association of TPG Pace, which provides that the Founder Shares will automatically convert at the time of an initial business combination into a number of shares of Class A Common Stock at a conversion rate that entitles the holders of such Founder Shares to continue to own, in the aggregate, 20% of TPG Pace’s issued and outstanding Common Stock after giving effect to the issuance of any shares of Class A Common Stock in connection with such initial business combination (including pursuant to the Forward Purchase Agreements). Accordingly, pursuant to the Business Combination Agreement and the Proposed Certificate of Incorporation, the TPG Pace Initial Shareholders (as defined below) will be entitled to receive an additional aggregate 3,750,000 shares of Class A Common Stock as a result of the issuance of 15,000,000 shares of Class A Common Stock pursuant to the Forward Purchase Agreements. With respect to certain of the additional forward purchasers, TPG Pace has agreed to issue an additional number of shares of Class A Common Stock equal to 10% of the shares purchased, or an aggregate of 1,116,750 additional shares of Class A Common Stock, for no additional cash consideration, lowering for certain additional forward purchasers the effective purchase price per share of Class A Common Stock and one-fifth warrant to approximately $9.09 per share.

Concurrently with the execution of the Business Combination Agreement, TPG Pace, TPG Pace Sponsor and each holder of issued and outstanding Founder Shares entered into to that certain Waiver Agreement, dated January 29, 2021 (as may be amended from time to time, the “Waiver Agreement”), pursuant to which TPG Pace Sponsor has agreed to (i) forfeit a corresponding 1,116,750 shares of Class A Common Stock (the “Excess Share Forfeitures”) in connection with the consummation of issuances pursuant to the Forward Purchase Agreements of any shares in excess of an aggregate 15,000,000 shares of Class A Common Stock (“Excess Shares”) and (ii) waive its right to any conversion adjustment with respect to any Excess Shares or shares issued pursuant to the Subscription Agreements (the “Waiver”). In addition, pursuant to the Waiver Agreement, (i) such holders of Founder Shares agreed to forfeit for no consideration 2,000,000 shares of Class A Common Stock, which shares of Class A Common Stock will be immediately cancelled upon the closing (together with the Excess Share Forfeiture, the “Share Forfeitures”), and (ii) Sponsor agreed to forfeit for no consideration 2,444,444 private placement warrants that will be immediately cancelled upon the closing (the “Warrant Forfeitures”). Sponsor further agreed to subject 4,000,000 shares of Class A Common Stock (the “TPG Pace Sponsor Earnout Equity,” together with the Nerdy Earnout Consideration, the “Earnout Equity”) following the closing to potential forfeiture if certain stock price thresholds are not achieved within a period of five years from the Closing Date, consistent with the forfeiture thresholds for the Nerdy Earnout Consideration. Following the Closing, and taking into account the Waivers and Share Forfeitures, TPG Pace Sponsor is expected to own approximately 7% of the Common Stock of Nerdy Inc., including the TPG Sponsor Earnout Equity and assuming no redemptions by TPG Pace shareholders.

The transactions contemplated by the Forward Purchase Agreements and the PIPE Financing will close concurrently with the consummation of the Business Combination. The proceeds of the purchases made pursuant to the Forward Purchase Agreements and the PIPE Financing will be deposited into TPG Pace’s operating account.

In connection with the Closing, each share of Class A Common Stock purchased in the PIPE Financing and each share of Class A Common Stock and forward purchase warrants purchased pursuant to the Forward Purchase Agreements will be exchanged for an equivalent number of securities of Nerdy Inc. The securities to be issued pursuant to the Subscription Agreements and Forward Purchase Agreements have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

You will also be asked to consider and vote upon (a) a proposed certificate of incorporation of Nerdy Inc. to be effective after giving effect to the Domestication, a copy of which is attached as Annex C to this proxy statement/prospectus (such proposal the “Charter Proposal”), (b) on a non-binding advisory basis, six (6) separate proposals to approve material differences between TPG Pace’s existing amended and restated memorandum and articles of association and the proposed certificate of incorporation of Nerdy Inc. and the proposed bylaws of Nerdy Inc. upon the Domestication, copies of which are attached to the accompanying proxy statement/prospectus as Annexes C and D, respectively, which are referred to herein collectively as the “Governing Documents Proposals,” (c) a proposal to approve the election of two directors to serve until the 2022 annual meeting of stockholders, two directors to serve until the 2023 annual meeting of stockholders and three directors to serve until the 2024 annual meeting of stockholders, which is referred to as the “Director Election Proposal,” (d) a proposal to approve, for purpose of complying with provisions of Section 312.03 of The New York Stock Exchange’s (“NYSE”) Listed Company Manual, the issuance of Class A Common Stock in connection with the Business Combination, including, without limitation, to the investors in the PIPE Financing and the forward purchases, which is referred to herein as the “NYSE Proposal,” (e) a proposal to approve and adopt the Equity Incentive Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex K, which is referred to herein as the “Equity Incentive Plan Proposal,” and (f) a proposal to adjourn the extraordinary general meeting to a later date or dates to the extent necessary, which is referred to herein as the “Adjournment Proposal.”

The Business Combination will be consummated only if the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, the Director Election Proposal, the Equity Incentive Plan Proposal and the NYSE Proposal (collectively, the “Condition Precedent Proposals”) are approved at the extraordinary general meeting. The Adjournment Proposal is not conditioned upon the approval of any other proposal, and the

Governing Documents Proposals are being submitted for approval on a non-binding advisory basis. Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each shareholder is encouraged to read carefully and in its entirety.

The Adjournment Proposal provides for a vote to adjourn the extraordinary general meeting to a later date or dates (A) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to TPG Pace shareholders or, if as of the time for which the extraordinary general meeting is scheduled, there are insufficient TPG Pace ordinary shares represented (either in person, virtually, or by proxy) to constitute a quorum necessary to conduct business at the extraordinary general meeting, (B) in order to solicit additional proxies from TPG Pace shareholders in favor of one or more of the proposals at the extraordinary general meeting or (C) if TPG Pace shareholders have elected to redeem an amount of the Class A Shares issued as part of the units (“public shares”) in the initial public offering of TPG Pace (the “TPG Pace IPO”) such that the condition to consummation of the Business Combination that the aggregate cash proceeds to be received by TPG Pace from the trust account established at the consummation of the TPG Pace IPO (the “Trust Account”) in connection with the Business Combination, together with the aggregate gross proceeds from the PIPE Financing and the forward purchases, equal no less than $250,000,000 after deducting any amounts paid to TPG Pace shareholders that exercise their redemption rights in connection with the Business Combination would not be satisfied (such condition to the consummation of the Business Combination, the “Minimum Available Cash Condition”).

In connection with the Business Combination, certain related agreements have been, or will be entered into on or prior to the closing of the Business Combination, including the Subscription Agreements, the Transaction Support Agreement, the OpCo LLC Agreement, the Tax Receivable Agreement, the Stockholders’ Agreement, the Waiver Agreement and the Registration Rights Agreement (each as defined in the accompanying proxy statement/prospectus). See “Business Combination Proposal—Related Agreements” in the accompanying proxy statement/prospectus for more information.

Pursuant to its amended and restated memorandum and articles of association, TPG Pace is providing its public shareholders with the opportunity to redeem all or a portion of their Class A Shares in connection with the Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to TPG Pace to pay its taxes, divided by the number of then outstanding Class A Shares. The per-share amount TPG Pace will pay to investors who properly redeem their shares will not be reduced by the deferred underwriting commission totaling $15,750,000 that TPG Pace will pay to the underwriters of the TPG Pace IPO or transaction expenses incurred in connection with the Business Combination. For illustrative purposes, based on the fair value of marketable securities held in the Trust Account of approximately $450 million as of December 31, 2020, the estimated per share redemption price would have been approximately $10.00. Public shareholders may elect to redeem their shares even if they vote for the Business Combination.

A public shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the Class A Shares included in the units sold in the TPG Pace IPO without the prior consent of TPG Pace. Any beneficial holder of Class A Shares on whose behalf a redemption right is being exercised must identify itself to TPG Pace in connection with any redemption election in order to validly elect to redeem such Class A Shares. TPG Pace has no specified maximum redemption threshold under its amended and restated memorandum and articles of association, other than the aforementioned 15% threshold. Each redemption of Class A Shares by TPG Pace’s public shareholders will reduce the amount in the Trust Account.

The Business Combination Agreement provides that Nerdy’s obligation to consummate the Business Combination is conditioned on the amount in the Trust Account (net of the amount of any TPG Pace public shareholder redemptions) plus the net proceeds from the PIPE Financing and the forward purchases equaling or exceeding $250,000,000 as of the closing of the Business Combination. The conditions to closing in the Business

Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties. If, as a result of redemptions of Class A Shares by holders of public shares and a failure to consummate the PIPE Financing and forward purchases, this condition is not met or is not waived, then Nerdy may elect not to consummate the Business Combination. In addition, in no event will TPG Pace redeem its Class A Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as provided in TPG Pace’s amended and restated memorandum and articles of association and as required as a closing condition to each party’s obligation to consummate the Business Combination under the terms of the Business Combination Agreement. Holders of outstanding public warrants do not have redemption rights in connection with the Business Combination. Unless otherwise specified, the information in the accompanying proxy statement/prospectus assumes that no holders of public shares exercise their redemption rights with respect to their Class A Shares.

Chad Leat, Kathleen Philips, Wendi Sturgis and Kneeland Youngblood (the “TPG Pace Independent Directors,” and together with our Sponsor, the “TPG Pace Initial Shareholders”) as well as TPG Pace’s officers and other current directors, have agreed to waive their redemption rights with respect to any TPG Pace ordinary shares they may hold in connection with the consummation of the Business Combination, and the Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, the TPG Pace Initial Shareholders own 20% of the issued and outstanding TPG Pace ordinary shares. The TPG Pace Initial Shareholders and the other directors and officers of TPG Pace have agreed to vote any TPG Pace ordinary shares owned by them in favor of the Business Combination. The Founder Shares are subject to transfer restrictions. The amended and restated memorandum and articles of association of TPG Pace includes a conversion adjustment and such mechanic shall be applied so that following the automatic conversion of the Founder Shares at the time of the Domestication into an equivalent number of Nerdy Inc. Class F Common Stock, par value $0.0001 per share (“Nerdy Inc. Founder Shares”), and upon the completion of the Business Combination, such Nerdy Inc. Founder Shares will convert into Class A Common Stock at a conversion rate that entitles the holders of such Founder Shares to continue to own, in the aggregate, 20% of the Class A Common Stock after giving effect to the PIPE Financing and the forward purchases, subject to the waivers of certain conversion rights pursuant to the Waiver Agreement. Such adjustment will apply in connection with the Business Combination with respect to shares of Class A Common Stock received following the Domestication. Pursuant to the Waiver Agreement, Sponsor and each holder of Founder Shares has agreed to waive this adjustment with respect to (i) the Class A Common Stock issued in the PIPE Financing and (ii) any shares in excess of an aggregate of 15,000,000 shares of Class A Common Stock issued pursuant to the Forward Purchase Agreements. As a result of such waiver, immediately following the closing of the Business Combination the TPG Pace Initial Shareholders will hold approximately 11% of the total number of Class A Common Stock outstanding.

TPG Pace is providing the accompanying proxy statement/prospectus and accompanying proxy card to TPG Pace’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournments of the extraordinary general meeting. Information about the extraordinary general meeting, the Business Combination and other related business to be considered by TPG Pace’s shareholders at the extraordinary general meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the extraordinary general meeting, all of TPG Pace’s shareholders are urged to read the accompanying proxy statement/prospectus, including the annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 44 of the accompanying proxy statement/prospectus.

After careful consideration, the board of directors of TPG Pace has unanimously approved the Business Combination Agreement and the transactions contemplated thereby, including the Merger, and unanimously recommends that shareholders vote “FOR” the adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Merger, and “FOR” all other proposals presented to TPG Pace’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of TPG Pace, you should keep in mind that TPG Pace’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal—Interests of TPG Pace’s Directors and Executive Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

The approval of the Domestication Proposal and the Charter Proposal require a special resolution, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued TPG Pace ordinary shares present in person (including virtually) or represented by proxy at the extraordinary general meeting and entitled to vote on such matter. The approval of each of the Business Combination Proposal, the Director Election Proposal, the NYSE Proposal, the Equity Incentive Plan Proposal and the Adjournment Proposal requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by the holders of the issued TPG Pace ordinary shares present in person (including virtually) or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

Your vote is very important. Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. The Business Combination will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus, and the Governing Documents Proposals are being submitted for approval on a non-binding advisory basis.

We intend to offer an in-person attendance option for shareholders to attend the extraordinary general meeting in person. However, we are continuing to monitor the impacts of COVID-19. In the event we believe it is not possible or advisable to hold the extraordinary general meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting partially or solely by means of remote communication. Please monitor our website at https://www.tpg.com/pace-tech-opportunities for updated information and information regarding the protocols for attending the meeting in person, if applicable. If you are to attend the extraordinary general meeting, please check our website ten days prior to the meeting date. If the extraordinary general meeting is postponed or adjourned, your proxy will still be valid and may be voted at the rescheduled meeting. You may change or revoke your proxy until it is voted. As always, we encourage you to vote your shares prior to the extraordinary general meeting.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO TPG PACE’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of TPG Pace’s board of directors, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

Sincerely,

Karl Peterson

Chairman of the Board of Directors

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated                 , 2021 and is first being mailed to shareholders on or about                 , 2021.

TPG PACE TECH OPPORTUNITIES

301 Commerce Street, Suite 3300

Fort Worth, Texas 76102

NOTICE OF EXTRAORDINARY GENERAL MEETING

TO BE HELD ON                , 2021

Dear TPG Pace Tech Opportunities Corp. Shareholders:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders (the “extraordinary general meeting”) of TPG Pace Tech Opportunities Corp., a Cayman Islands exempted company (“TPG Pace”), will be held on                 , 2021 at                  local time at the offices of Vinson & Elkins L.L.P., located at 1114 Avenue of the Americas, 32^nd Floor, New York, NY 10036. You are cordially invited to attend the extraordinary general meeting, which will be held for the following purposes:

 

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Proposal No. 1—The Business Combination Proposal—RESOLVED, as an ordinary resolution, that TPG Pace’s entry into the Business Combination Agreement, dated as of January 28, 2021, as amended on March 19, 2021 (the “Business Combination Proposal” and, the transactions contemplated thereby, the “Business Combination”), by and among TPG Pace, TPG Pace Tech Merger Sub LLC, a Delaware limited liability company (“TPG Pace Merger Sub”), TCV VIII (A) VT, Inc., a Delaware corporation (“TCV Blocker”), LCSOF XI VT, Inc., a Delaware corporation (“Learn Blocker” and, together with TCV Blocker, the “Blockers”), TPG Pace Blocker Merger Sub I Inc., a Delaware corporation (“Blocker Merger Sub I”), TPG Pace Blocker Merger Sub II Inc., a Delaware corporation (“Blocker Merger Sub II” and, together with Blocker Merger Sub I, the “Blocker Merger Subs” and, together with TPG Pace Merger Sub, the “Merger Subs”), Live Learning Technologies LLC, a Missouri limited liability company (“Nerdy”), and, solely for the purposes described therein, certain entities affiliated with the Blockers, a copy of which is attached to the proxy statement/prospectus as Annex A-I, which provides for, among other things, (i) TPG Pace Merger Sub will merge with and into Nerdy (the “Merger”), with Nerdy surviving the Merger, (ii) simultaneously with the Merger, Blocker Merger Sub I will merge with and into TCV Blocker, with TCV Blocker surviving such merger, and Blocker Merger Sub II will merge with and into Learn Blocker, with Learn Blocker surviving such merger (each a “Reverse Blocker Merger” and, together, the “Reverse Blocker Mergers”), and (iii) immediately following the Merger and the Reverse Blocker Mergers, each surviving Blocker will merge with and into Nerdy Inc. (each a “Direct Blocker Merger” and, together, the “Direct Blocker Mergers” and, together with the Reverse Blocker Mergers, the “Blocker Mergers”), with Nerdy Inc. surviving each Direct Blocker Merger. The aggregate consideration to be paid to the Existing Nerdy Holders (including the holders of Nerdy unit appreciation rights and profit units to the extent entitled to consideration, as described below) will be based on an enterprise value of $1,250,000,000 (subject to certain debt related adjustments) and shall consist of (i) an amount of cash equal to the excess of the amount of Available Cash over $250,000,000 (but not to exceed $388,200,000), plus (ii) equity consideration valued at $10.00 per share/unit in respect of the remaining portion of OpCo’s enterprise value after deducting the cash consideration in clause (i), plus (iii) certain Nerdy warrants, plus (iv) the Nerdy Earnout Consideration, if payable.

 

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Proposal No. 2—The Domestication Proposal—RESOLVED, as a special resolution, that TPG Pace be de-registered in the Cayman Islands pursuant to article 47 of its articles of association and registered by way of continuation as a corporation under the laws of the state of Delaware (the “Domestication”) pursuant to Part XII of the Companies Law (Revised) of the Cayman Islands and Section 388 of the General Corporation Law of the State of Delaware and, immediately upon being de-registered in the Cayman Islands, TPG Pace be continued and domesticated as a corporation and, conditional upon, and with effect from, the registration of TPG Pace as a corporation in the State of Delaware, the name of TPG Pace be changed from “TPG Pace Tech Opportunities Corp.” to “Nerdy Inc.” (the “Domestication Proposal”).

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Proposal No. 3—The Charter Proposal—RESOLVED, as a special resolution, that, upon the Domestication, the amended and restated memorandum and articles of association of TPG Pace (“Existing Governing Documents”) be amended and restated by the proposed new certificate of incorporation, a copy of which is attached to the proxy statement/prospectus as Annex C (the “Proposed Certificate of Incorporation”) of “Nerdy Inc.” (a corporation incorporated in the State of Delaware, assuming the Domestication Proposal is approved and adopted, and the filing with and acceptance by the Secretary of State of Delaware of the Certificate of Corporate Domestication in accordance with Section 388 of the Delaware General Corporation Law (the “DGCL”)), including authorization of the change in authorized share capital as indicated therein and the change of name of TPG Pace to “Nerdy Inc.” in connection with the Business Combination (such proposal, the “Charter Proposal”).

 

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Governing Documents Proposals—To consider and vote upon, on a non-binding advisory basis, certain governance provisions in the Existing Governance Documents, and to approve the following material differences between the Existing Governing Documents and the Proposed Certificate of Incorporation and the proposed new bylaws, copies of which are attached to the proxy statement/prospectus as Annex C and Annex D, respectively (the “Proposed Bylaws” and, together with the Proposed Certificate of Incorporation, the “Proposed Governing Documents”), of Nerdy Inc. (such proposals, collectively, the “Governing Documents Proposals”):

 

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Proposal No. 4—Governing Documents Proposal A—RESOLVED, as an ordinary resolution, that upon the Domestication, the change in the authorized share capital of TPG Pace from US $22,100 divided into (i) 200,000,000 Class A ordinary shares, par value $0.0001 per share, (ii) 20,000,000 Class F ordinary shares, par value $0.0001 per share, and (iii) 1,000,000 preference shares, par value $0.0001, to (a)                shares of Class A common stock, par value $0.0001 per share, of Nerdy Inc., (b)                shares of Class F common stock, par value $0.0001 per share, of Nerdy Inc., (c)                shares of Class B common stock, par value $0.0001 per share, of Nerdy Inc., in order to provide for our “Up-C” structure and (d)                shares of preferred stock, par value $0.0001 per share, of Nerdy Inc., be approved.

 

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Proposal No. 5—Governing Documents Proposal B—RESOLVED, as an ordinary resolution, that, upon the Domestication, the authorization to the board of directors of Nerdy Inc. (the “Nerdy Inc. Board”) to issue any or all shares of Nerdy Inc. preferred stock, par value $0.0001, in one or more classes or series, with such terms and conditions as may be expressly determined by the Nerdy Inc. Board and as may be permitted by the Delaware General Corporation Law, be approved.

 

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Proposal No. 6—Governing Documents Proposal C—RESOLVED, as an ordinary resolution, that, upon the Domestication, the provision that certain provisions of the certificate of incorporation of Nerdy Inc. are subject to the Stockholders Agreement be approved.

 

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Proposal No. 7—Governing Documents Proposal D—RESOLVED, as an ordinary resolution, that, upon the Domestication, the removal of the ability of Nerdy Inc. stockholders to take action by written consent in lieu of a meeting be approved.

 

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Proposal No. 8—Governing Documents Proposal E—RESOLVED, as an ordinary resolution, that, upon the Domestication, any director or the entire board of directors of Nerdy Inc. may be removed from office, but only for cause and only by the affirmative vote of the holders of a majority of the then-outstanding shares of stock of Nerdy Inc. entitled to vote generally for the election of directors be approved.

 

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Proposal No. 9—Governing Documents Proposal F—RESOLVED, as an ordinary resolution, that, upon the Domestication, all other changes necessary or desirable in connection with the replacement of Existing Governing Documents with the Proposed Certificate of Incorporation and Proposed Bylaws as part of the Domestication (copies of which are attached to the proxy statement/prospectus as Annex C and Annex D, respectively), including (i) changing the post-Business Combination corporate name from “TPG Pace Tech Opportunities Corp.” to “Nerdy Inc.” (which is expected to occur upon the consummation of the Domestication), (ii) making Nerdy Inc.’s corporate existence perpetual,

(iii) adopting Delaware as the exclusive forum for certain stockholder litigation and the United States District Courts as the exclusive forum for litigation arising out of the federal securities laws, and (iv) removing certain provisions related to our status as a blank check company that will no longer be applicable upon consummation of the Business Combination, be approved.

 

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Proposal No. 10—The Director Election Proposal—RESOLVED, as an ordinary resolution, the election, effective immediately in connection with the consummation of the Business Combination, of two directors to serve until the 2022 annual meeting of stockholders, two directors to serve until the 2023 annual meeting of stockholders and three directors to serve until the 2024 annual meeting of stockholders, each until his or her respective successor is duly elected and qualified, subject to such director’s earlier death, resignation, retirement, disqualification or removal, be approved (the “Director Election Proposal”).

 

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Proposal No. 11—The NYSE Proposal—RESOLVED, as an ordinary resolution, approve, assuming the Business Combination Proposal and the Governing Documents Proposals are approved and adopted, for purposes of complying with the applicable provisions of Section 312.03 of The New York Stock Exchange’s (“NYSE”) Listed Company Manual, the issuance of more than 20% of TPG Pace’s common stock to the investors in the PIPE Financing (as defined below) (the “NYSE Proposal”).

 

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Proposal No. 12—The Equity Incentive Plan Proposal—RESOLVED, as an ordinary resolution, that, upon the Domestication, the Nerdy Inc. 2021 Equity Incentive Plan (the “Equity Incentive Plan”), a copy of which is attached to the proxy statement/prospectus as Annex K, be adopted and approved (the “Equity Incentive Plan Proposal”).

 

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Proposal No. 13—The Adjournment Proposal—RESOLVED, as an ordinary resolution, the adjournment of the extraordinary general meeting to a later date or dates (A) to the extent necessary to ensure that any required supplement or amendment to the proxy statement/prospectus is provided to TPG Pace shareholders or, if as of the time for which the extraordinary general meeting is scheduled, there are insufficient TPG Pace ordinary shares (as defined below) represented (either in person, virtually or by proxy) to constitute a quorum necessary to conduct business at the extraordinary general meeting, (B) in order to solicit additional proxies from TPG Pace shareholders in favor of one or more of the proposals at the extraordinary general meeting or (C) if TPG Pace shareholders elected to redeem an amount of the public shares such that the condition to the consummation of the Business Combination that the aggregate cash proceeds to be received by TPG Pace from the trust account established at the consummation of TPG Pace’s initial public offering (the “Trust Account”) in connection with the Business Combination, together with aggregate gross proceeds from the PIPE Financing and the forward purchases equal no less than $250,000,000 after deducting any amounts paid to TPG Pace shareholders that exercise their redemption rights in connection with the Business Combination would not be satisfied, at the extraordinary general meeting be approved (the “Adjournment Proposal”).

Each of the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, the Director Election Proposal, NYSE Proposal and the Equity Incentive Plan Proposal is conditioned on the approval and adoption of each of the other Condition Precedent Proposals. The Adjournment Proposal is not conditioned upon the approval of any other proposal, and the Governing Documents Proposals are being submitted for approval on a non-binding advisory basis.

These items of business are described in this proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting.

Only holders of record of ordinary shares at the close of business on                , 2021 are entitled to notice of and to vote and have their votes counted at the extraordinary general meeting and any adjournment of the extraordinary general meeting.

This proxy statement/prospectus and accompanying proxy card is being provided to TPG Pace’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at

any adjournment of the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, all of TPG Pace’s shareholders are urged to read this proxy statement/prospectus, including the annexes and the documents referred to herein carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 44 of this proxy statement/prospectus.

After careful consideration, the board of directors of TPG Pace has unanimously approved the Business Combination Agreement and the transactions contemplated thereby, including the Merger, and unanimously recommends that shareholders vote “FOR” the adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Merger, and “FOR” all other proposals presented to TPG Pace’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of TPG Pace, you should keep in mind that TPG Pace’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal—Interests of TPG Pace’s Directors and Executive Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

Pursuant to its amended and restated memorandum and articles of association, TPG Pace is providing its public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares, $0.0001 par value in the capital of TPG Pace (the “Class A Shares”) in connection with the Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to TPG Pace to pay its taxes, divided by the number of then outstanding Class A Shares. The per-share amount TPG Pace will pay to investors who properly redeem their shares will not be reduced by the deferred underwriting commission totaling $15,750,000 that TPG Pace will pay to the underwriters of TPG Pace’s initial public offering (“TPG Pace IPO”) or transaction expenses incurred in connection with the Business Combination. For illustrative purposes, based on the fair value of marketable securities held in the Trust Account of approximately $450 million as of December 31, 2020, the estimated per share redemption price would have been approximately $10.00. Public shareholders may elect to redeem their shares even if they vote for the Business Combination. A public shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the Class A Shares included in the units sold in TPG Pace IPO without the prior consent of TPG Pace. Any beneficial holder of Class A Shares on whose behalf a redemption right is being exercised must identify itself to TPG Pace in connection with any redemption election in order to validly elect to redeem such Class A Shares. TPG Pace has no specified maximum redemption threshold under its amended and restated memorandum and articles of association, other than the aforementioned 15% threshold. Each redemption of Class A Shares by TPG Pace’s public shareholders will reduce the amount in the Trust Account.

In particular, the Business Combination Agreement provides that the obligation of Nerdy and its equity holders party to the Business Combination Agreement to consummate the Business Combination is conditioned on the amount in the Trust Account (net of the amount of any TPG Pace public shareholder redemptions) plus the net proceeds from the PIPE Financing and the forward purchases equaling or exceeding $250,000,000 as of the closing of the Business Combination. The conditions to closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties. If, as a result of redemptions of Class A Shares by holders of public shares and a failure to consummate the PIPE Financing and forward purchases, this condition is not met or is not waived, then Nerdy and its equity holders party to the Business Combination Agreement may elect not to consummate the Business Combination. In addition, in no event will TPG Pace redeem its Class A Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as provided in TPG Pace’s amended and restated memorandum and articles of association and as required as a closing condition to each party’s obligation to consummate the Business Combination under the terms of the Business Combination Agreement. Holders of outstanding public warrants do not have redemption rights in connection with the Business Combination. Unless otherwise specified, the information in the accompanying

proxy statement/prospectus assumes that no holders of public shares exercise their redemption rights with respect to their Class A Shares.

TPG Pace Tech Opportunities Sponsor, Series LLC, a Delaware limited liability company (our “Sponsor”), and Chad Leat, Kathleen Philips, Wendi Sturgis and Kneeland Youngblood (the “TPG Pace Independent Directors,” and together with our Sponsor, the “TPG Pace Initial Shareholders”), as well as TPG Pace’s officers and other current directors, have agreed to waive their redemption rights with respect to any TPG Pace ordinary shares they may hold in connection with the consummation of the Business Combination, and the Founder Shares (as defined below) will be excluded from the pro rata calculation used to determine the per-share redemption price.

Concurrently with the execution of the Business Combination Agreement, TPG Pace entered into subscription agreements (the “Subscription Agreements”) with certain investors, pursuant to which such investors agreed to purchase, and TPG Pace agreed to issue and sell to such investors, newly issued shares of Class A Common Stock at a purchase price of $10.00 per share for gross proceeds of approximately $150 million, which purchase and sale will be consummated concurrently with the Business Combination (the “PIPE Financing”).

Pursuant to certain forward purchase agreements (the “Forward Purchase Agreements”) entered into in connection with TPG Pace’s initial public offering (the “TPG Pace IPO”), and with respect to TPG Holdings III, L.P. (“TPG Holdings”), an affiliate of TPG Global, LLC (“TPG Global”), subsequently transferred to other purchasers, TPG Pace has agreed to issue to (i) certain third parties and (ii) certain employees, affiliates and “friends of the firm” of TPG Global (such employees, affiliates and friends of the firm, the “TPG Global Purchasers” together with the third party forward purchasers, the “forward purchasers”), an aggregate of 15,000,000 Class A Shares at a price of $10.00 per share, plus an aggregate of 3,000,000 warrants to purchase one Class A Share at $11.50 per share, for an aggregate purchase price of $150 million. The transactions contemplated by the Forward Purchase Agreements are expected to close substantially concurrently with the closing of the Business Combination. In connection with the Domestication, the Class F ordinary shares, $0.0001 par value in the capital of TPG Pace, will convert into an equivalent number of shares of Class F Common Stock, par value $0.0001 per share of Nerdy Inc. (“Nerdy Inc. Founder Shares”) and the Proposed Certificate of Incorporation will include a conversion adjustment substantially identical to the existing conversion adjustment in the amended and restated memorandum and articles of association of TPG Pace, which will provide that the Founder Shares will automatically convert at the time of an initial business combination into a number of shares of Class A Common Stock at a conversion rate that entitles the holders of such Founder Shares to continue to own, in the aggregate, 20% of TPG Pace’s issued and outstanding Common Stock after giving effect to the issuance of any shares of Class A Common Stock in connection with such initial business combination (including pursuant to the Forward Purchase Agreements). Accordingly, pursuant to the Business Combination Agreement and the Proposed Certificate of Incorporation, the TPG Pace Initial Shareholders will be entitled to receive an additional aggregate 3,750,000 shares of Class A Common Stock as a result of the issuance of 15,000,000 shares of Class A Common Stock pursuant to the Forward Purchase Agreements. With respect to certain of the additional forward purchasers, TPG Pace has agreed to issue an additional number of shares of Class A Common Stock equal to 10% of the shares purchased, or an aggregate of 1,116,750 additional shares of Class A Common Stock, for no additional cash consideration, lowering for certain additional forward purchasers the effective purchase price per share of Class A Common Stock and one-fifth warrant to approximately $9.09 per share.

Concurrently with the execution of the Business Combination Agreement, TPG Pace, TPG Pace Sponsor and each holder of issued and outstanding Founder Shares entered into that certain Waiver Agreement, dated January 29, 2021 (as may be amended from time to time, the “Waiver Agreement”), pursuant to which TPG Pace Sponsor has agreed to (i) forfeit a corresponding 1,116,750 shares of Class A Common Stock (the “Excess Share Forfeitures”) in connection with the consummation of issuances pursuant to the Forward Purchase Agreements of any shares in excess of an aggregate 15,000,000 shares of Class A Common Stock (“Excess Shares”) and (ii) waive its right to any conversion adjustment with respect to any Excess Shares or shares issued pursuant to the Subscription Agreements (the “Waiver”). In addition, pursuant to the Waiver Agreement, (i) such holders of Founder Shares agreed to forfeit for no consideration 2,000,000 shares of Class A Common Stock, which shares

of Class A Common Stock will be immediately cancelled upon the closing (together with the Excess Share Forfeiture, the “Share Forfeitures”), and (ii) Sponsor agreed to forfeit for no consideration 2,444,444 private placement warrants that will be immediately cancelled upon the closing (the “Warrant Forfeitures”). Sponsor further agreed to subject 4,000,000 shares of Class A Common Stock (the “TPG Pace Sponsor Earnout Equity,” together with the Nerdy Earnout Consideration, the “Earnout Equity”) following the closing to potential forfeiture if certain stock price thresholds are not achieved within a period of five years from the Closing Date, consistent with the forfeiture thresholds for the Nerdy Earnout Consideration. Following the Closing, and taking into account the Waivers and Share Forfeitures, TPG Pace Sponsor is expected to own approximately 7% of the Common Stock of Nerdy Inc., including the TPG Sponsor Earnout Equity and assuming no redemptions by TPG Pace shareholders. The transactions contemplated by the Forward Purchase Agreements and the PIPE Financing will close concurrently with the consummation of the Business Combination. The proceeds of the purchases made pursuant to the Forward Purchase Agreements and the PIPE Financing will be deposited into TPG Pace’s operating account.

In connection with the Closing, each share of Class A Common Stock purchased in the PIPE Financing and each share of Class A Common Stock and forward purchase warrants purchased pursuant to the Forward Purchase Agreements will be exchanged for an equivalent number of securities of Nerdy Inc. The securities to be issued pursuant to the Subscription Agreements and Forward Purchase Agreements have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on                , 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.

Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company (“Continental”), TPG Pace’s transfer agent, directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. Public shareholders may elect to redeem public shares regardless of if or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, TPG Pace’s transfer agent, TPG Pace will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of Trust Account, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of December 31, 2020, this would have amounted to approximately $10.00 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption will take place following the Domestication and, accordingly, it is shares of Class A Common Stock that will be redeemed immediately after consummation of the Business Combination. See “Extraordinary General Meeting of TPG Pace —Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

The Business Combination Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement.

The approval of each of the Domestication Proposal and Charter Proposal requires a special resolution, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person (or virtually) or represented by proxy at the extraordinary general meeting and

entitled to vote on such matter. The approval of each of the Business Combination Proposal, the Director Election Proposal, the NYSE Proposal, the Equity Incentive Plan Proposal and the Adjournment Proposal requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person (or virtually) or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

Your vote is very important. Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in this proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. The Business Combination will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus, and the Governing Documents Proposals are being submitted for approval on a non-binding advisory basis.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.

Your attention is directed to the remainder of the proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read this proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your ordinary shares, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing pace.info@investor.morrowsodali.com.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors of TPG Pace Tech Opportunities Corp.,

Karl Peterson

Chairman of the Board of Directors

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO TPG PACE’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

 

 

 

TABLE OF CONTENTS

 

		Page
ADDITIONAL INFORMATION			iii
TRADEMARKS			iii
SELECTED DEFINITIONS			iii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			x
QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF TPG PACE			xii
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS			1
TICKER SYMBOLS AND DIVIDEND INFORMATION			43
RISK FACTORS			44
EXTRAORDINARY GENERAL MEETING OF TPG PACE			97
BUSINESS COMBINATION PROPOSAL			106
DOMESTICATION PROPOSAL			146
CHARTER PROPOSAL			150
GOVERNING DOCUMENTS PROPOSALS			151
GOVERNING DOCUMENTS PROPOSAL A—APPROVAL OF AUTHORIZATION OF CHANGE TO AUTHORIZED SHARE CAPITAL, AS SET FORTH IN THE PROPOSED GOVERNING DOCUMENTS			154
GOVERNING DOCUMENTS PROPOSAL B—APPROVAL OF PROPOSAL REGARDING ISSUANCE OF PREFERRED STOCK OF NERDY INC. AT THE BOARD OF DIRECTORS’ SOLE DISCRETION, AS SET FORTH IN THE PROPOSED GOVERNING DOCUMENTS			156
GOVERNING DOCUMENTS PROPOSAL C—APPROVAL OF PROPOSAL REGARDING CERTAIN PROVISIONS OF THE PROPOSED CERTIFICATE OF INCORPORATION BEING SUBJECT TO THE STOCKHOLDERS’ AGREEMENT			158
GOVERNING DOCUMENTS PROPOSAL D—APPROVAL OF PROPOSAL REGARDING THE ABILITY OF STOCKHOLDERS TO ACT BY WRITTEN CONSENT, AS SET FORTH IN THE PROPOSED GOVERNING DOCUMENTS			160
GOVERNING DOCUMENTS PROPOSAL E—APPROVAL OF PROPOSAL REGARDING THE REMOVAL OF DIRECTORS, AS SET FORTH IN THE PROPOSED GOVERNING DOCUMENTS			162
GOVERNING DOCUMENTS PROPOSAL F—APPROVAL OF OTHER CHANGES IN CONNECTION WITH ADOPTION OF THE PROPOSED GOVERNING DOCUMENTS			164
NYSE PROPOSAL			169
EQUITY INCENTIVE PLAN PROPOSAL			171
ADJOURNMENT PROPOSAL			177
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS			179
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			195
BUSINESS OF TPG PACE AND CERTAIN INFORMATION ABOUT TPG PACE			212
TPG PACE MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			233
INFORMATION ABOUT NERDY			238
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF NERDY			262
EXECUTIVE COMPENSATION			274
MANAGEMENT OF NERDY INC. FOLLOWING THE BUSINESS COMBINATION			279
BENEFICIAL OWNERSHIP OF SECURITIES			284
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			286
COMPARISON OF CORPORATE GOVERNANCE AND SHAREHOLDER RIGHTS			290
DESCRIPTION OF NERDY INC. SECURITIES			292
SECURITIES ACT RESTRICTIONS ON RESALE OF CLASS A COMMON STOCK			304
STOCKHOLDER PROPOSALS AND NOMINATIONS			305

 

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SHAREHOLDER COMMUNICATIONS			306
LEGAL MATTERS			307
EXPERTS			307
DELIVERY OF DOCUMENTS TO SHAREHOLDERS			307
ENFORCEABILITY OF CIVIL LIABILITY			307
TRANSFER AGENT AND REGISTRAR			307
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE			308
INDEX TO FINANCIAL STATEMENTS			F-1
ANNEX A-I: BUSINESS COMBINATION AGREEMENT			A-I-1
ANNEX A-II: FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT			A-II-1
ANNEX B: AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF TPG PACE			B-1
ANNEX C: PROPOSED CERTIFICATE OF INCORPORATION			C-1
ANNEX D: PROPOSED BYLAWS			D-1
ANNEX E: STOCKHOLDERS’ AGREEMENT			E-1
ANNEX F: FORM OF REGISTRATION RIGHTS AGREEMENT			F-1
ANNEX G: FORM OF SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF OPCO			G-1
ANNEX H: FORM OF TRANSACTION SUPPORT AGREEMENT			H-1
ANNEX I: FORM OF SUBSCRIPTION AGREEMENT			I-1
ANNEX J: WAIVER AGREEMENT			J-1
ANNEX K: FORM OF EQUITY INCENTIVE PLAN			K-1
ANNEX L: FORM OF TAX RECEIVABLE AGREEMENT			L-1
ANNEX M-I: FORWARD PURCHASE AGREEMENT			M-I-1
ANNEX M-II: FORM OF FORWARD PURCHASE AGREEMENT			M-II-1

 

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ADDITIONAL INFORMATION

You may request copies of this proxy statement/prospectus and any other publicly available information concerning TPG Pace, without charge, by written request to TPG Pace Tech Opportunities Corp., 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102, or by telephone request at (212) 405-8458; or Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing pace.info@investor.morrowsodali.com or from the SEC through the SEC website at http://www.sec.gov.

In order for TPG Pace’s shareholders to receive timely delivery of the documents in advance of the extraordinary general meeting of TPG Pace to be held on                 , 2021, you must request the information no later than five business days prior to the date of the extraordinary general meeting, by                 , 2021.

TRADEMARKS

This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the ^® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

SELECTED DEFINITIONS

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:

 

•

“additional forward purchasers” means third party purchasers not affiliated with TPG Global who commit to purchase securities under the Forward Purchase Agreements;

 

•

“amended and restated memorandum and articles of association” means the amended and restated memorandum and articles of association of TPG Pace, effective October 6, 2020;

 

•

“Available Cash” means as of the closing, the amount of funds contained in TPG Pace’s trust account (net of any shareholder redemption amounts) plus the net cash proceeds to TPG Pace resulting from the Subscription Agreements and the Forward Purchase Agreements;

 

•

“Blocker Merger Sub I” means TPG Pace Blocker Merger Sub I Inc., a Delaware corporation and wholly owned subsidiary of TPG Pace;

 

•

“Blocker Merger Sub II” means TPG Pace Blocker Merger Sub II Inc., a Delaware corporation and wholly owned subsidiary of TPG Pace;

 

•

“Blocker Merger Subs” means Blocker Merger Sub I and Blocker Merger Sub II;

 

•

“Blockers” means TCV Blocker and Learn Blocker;

 

•

“Business Combination Agreement” means that certain Business Combination Agreement, dated January 28, 2021, by and among TPG Pace, TPG Pace Merger Sub, TCV Blocker, Learn Blocker, Blocker Merger Sub I, Blocker Merger Sub II, Nerdy, and, solely for the purposes stated therein, certain entities affiliates with the Blockers (as amended on March 19, 2021 and as amended, supplemented or otherwise modified from time to time in accordance with its terms);

 

•

“Business Combination” means the Domestication, the Merger and other transactions contemplated by the Business Combination Agreement, collectively, including the PIPE Financing;

 

iii

•

“Call Right” means the right, pursuant to the OpCo LLC Agreement and upon the exercise of the OpCo Redemption Right by an OpCo Unitholder, for Nerdy Inc. to acquire each tendered OpCo Unit directly from such OpCo Unitholder for, at Nerdy Inc.’s election, (i) one share of Class A Common Stock, subject to conversion rate adjustments for stock splits, stock dividends and reclassification, or (ii) an equivalent amount of cash;

 

•

“Cayman Islands Companies Act” means the Companies Act (2021 Revision) of the Cayman Islands as the same may be amended from time to time;

 

•

“Charter Proposal” means Proposal No. 3 to approve the Proposed Certificate of Incorporation of Nerdy Inc.;

 

•

“Class A Common Stock” means Class A common stock, $0.0001 par value of Nerdy Inc.;

 

•

“Class A Shares” means the Class A ordinary shares, $0.0001 par value in the capital of TPG Pace, which will automatically convert, on a one-for-one basis, into shares of Class A Common Stock in connection with the Domestication;

 

•

“Class B Common Stock” means the Class B common Stock, par value $0.0001 per share of Nerdy Inc.;

 

•

“Closing Date” means the date on which the Closing occurs;

 

•

“Closing” means the closing of the transactions contemplated by the Business Combination Agreement;

 

•

“Cohn” means, collectively, Cohn Investments, LLC and Charles K. Cohn VT Trust U/A/D May 26, 2017

 

•

“Common Stock” means the Class A Common Stock and Class B Common Stock;

 

•

“Condition Precedent Proposals” means the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, the Director Election Proposal, the Equity Incentive Plan Proposal and the NYSE Proposal, collectively;

 

•

“Continental” means Continental Stock Transfer & Trust Company;

 

•

“Domestication” means the transfer by way of continuation and deregistration of TPG Pace from the Cayman Islands and the continuation and domestication as a corporation registered in the State of Delaware, upon which TPG Pace will change its name to Nerdy Inc.;

 

•

“Earnout Equity” means the TPG Pace Sponsor Earnout Equity and the Nerdy Earnout Consideration;

 

•

“Effective Time” means the time at which the Merger becomes effective;

 

•

“Equity Incentive Plan” means the Nerdy Inc. 2021 Equity Incentive Plan to be considered for adoption and approval by the shareholders pursuant to the Equity Incentive Plan Proposal;

 

•

“Excess Shares” means shares in excess of 15,000,000 aggregate forward purchase shares;

 

•

“Excess Share Forfeitures” means the forfeiture of Excess Shares pursuant to the Waiver Agreement;

 

•

“Existing Governing Documents” means the amended and restated memorandum and articles of association;

 

•

“Existing Nerdy Holders” means the existing holders of equity securities of Nerdy, but including with respect to the Blockers, the owners of the Blockers with respect to their indirect interest in Nerdy equity;

 

•

“Experts” means Nerdy’s tutors, instructors, subject matter experts, educators and other professionals;

 

iv

•

“extraordinary general meeting” means the extraordinary general meeting of TPG Pace to be held on                 , 2021 at                  local time at the offices of Vinson & Elkins L.L.P., located at 1114 Avenue of the Americas, 32nd Floor, New York, NY 10036, or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals;

 

•

“Forward Purchase Agreements” means those certain forward purchase agreements, entered into in connection with the TPG Pace IPO, by and among TPG Pace, TPG Holdings and certain third parties pursuant to which TPG Holdings, certain transferees of TPG Holdings and certain third parties, upon the terms and subject to the conditions set forth therein, have agreed to purchase certain Class A Shares and forward purchase warrants prior to the consummation of TPG Pace’s initial business combination;

 

•

“forward purchase shares” means the shares of Class A Common Stock issuable pursuant to the Forward Purchase Agreements;

 

•

“forward purchase warrants” means the warrants issuable pursuant to the Forward Purchase Agreements;

 

•

“forward purchases” means the transactions contemplated under the Forward Purchase Agreements;

 

•

“forward purchase securities” means, collectively, forward purchase shares and forward purchase warrants;

 

•

“Founder Shares” means the 11,250,000 Class F ordinary shares, par value $0.0001 per share, of TPG Pace outstanding as of the date of this proxy statement/prospectus that were initially issued to our Sponsor in a private placement prior to our initial public offering and of which 160,000 were transferred to each of Chad Leat, Kathleen Philips, Wendi Sturgis and Kneeland Youngblood (40,000 shares each) in October 2020, and, following the Domestication, the 11,250,000 Class F ordinary shares that will automatically convert, on a one-for-one basis, into Nerdy Inc. Founder Shares;

 

•

“Learn Blocker” means LCSOF XI VT, Inc., a Delaware corporation;

 

•

“Learn Capital” means, collectively, Learn Blocker, Learn Capital Special Opportunities Fund XIV, L.P. and Learn Capital Special Opportunities Fund XV;

 

•

“Learners” means Nerdy’s students, users, parents, guardians, and purchasers;

 

•

“Merger Subs” means the Blocker Merger Subs and TPG Pace Merger Sub;

 

•

“Merger” means the merger of TPG Pace Merger Sub with and into Nerdy pursuant to the Business Combination Agreement, with Nerdy as the surviving company in the Merger and, after giving effect to such Merger, OpCo becoming a subsidiary of TPG Pace;

 

•

“Minimum Available Cash Condition” means the condition in the Business Combination Agreement that states that Available Cash must equal no less than $250,000,000;

 

•

“Nerdy” means, prior to the Closing of the Business Combination, Live Learning Technologies LLC, a Missouri limited liability company;

 

•

“Nerdy Earnout Consideration” means those aggregate 4,000,000 (1) shares of Class A Common Stock or (2) OpCo Units (and a corresponding number of shares of Class B Common Stock) that may be paid to certain Existing Nerdy Holders (treating for such calculation each OpCo Unit and corresponding share of Pace Class B Common Stock as one), which such shares or units, as applicable, shall be issued but subject to forfeiture until the achievement of Triggering Event I with respect 1,333,333 shares or units, Triggering Event II with respect to 1,333,333 shares or units, and Triggering Event III with respect to 1,333,334 shares or units;

 

•

“Nerdy Inc. Board” means the board of directors of Nerdy Inc.;

 

•

“Nerdy Inc. Founder Shares” means, after the domestication, the Class F Common Stock, par value $0.0001 of Nerdy Inc.;

 

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•

“Nerdy Inc. Preferred Stock” means shares of Nerdy Inc. preferred stock, par value $0.0001;

 

•

“Nerdy Inc.” means Nerdy Inc., a Delaware corporation (f.k.a. TPG Pace Tech Opportunities Corp.), upon and after the Domestication;

 

•

“Nerdy Recapitalization” means the conversion of each outstanding class of Nerdy preferred units and the Nerdy profit units (whether vested or unvested) into Nerdy common units (subject to substantially the same terms and conditions, including applicable vesting requirements);

 

•

“Nerdy Securities” means Class A Common Stock and Nerdy Inc. warrants;

 

•

“Nerdy Stockholder Group” means, collectively, Cohn, Learn Capital and TCV;

 

•

“Nerdy Inc. warrants” means the warrants issued by Nerdy Inc. to acquire shares of Class A Common Stock;

 

•

“Nerdy warrants” means the Nerdy Inc. warrants and the OpCo warrants that will be issued to the equity holders of Nerdy in connection with the Business Combination.

 

•

“NYSE” means the New York Stock Exchange;

 

•

“OpCo” means, after the conversion to a Delaware limited liability company and the Merger, Nerdy, LLC, a Delaware limited liability company;

 

•

“OpCo LLC Agreement” means the Second Amended and Restated Limited Liability Company Agreement of OpCo to be entered into in connection with the Closing;

 

•

“OpCo Redemption Right” means the right, pursuant to the OpCo LLC Agreement, for OpCo Unitholders (other than Nerdy Inc.) to cause OpCo to acquire all or a portion of their vested OpCo Units and corresponding shares of Class B Common Stock for shares of Class A Common Stock at a redemption ratio of one share of Class A Common Stock for each OpCo Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends and reclassification;

 

•

“OpCo Units” means the units of OpCo;

 

•

“OpCo Unitholder” means a holder of OpCo Units;

 

•

“OpCo warrants” means the warrants issued by OpCo to purchase OpCo Units;

 

•

“PIPE Financing” means the transactions contemplated by the Subscription Agreements, pursuant to which the certain investors agreed to purchase, and TPG Pace agreed to issue and sell to such investors, newly issued shares of Class A Common Stock at a purchase price of $10.00 per share for gross proceeds of approximately $150 million, which purchase and sale will be consummated concurrently with the Business Combination;

 

•

“PIPE Investors” means the investors who participated in the PIPE Financing.

 

•

“private placement warrants” means the 7,333,333 private placement warrants outstanding as of the date of this proxy statement/prospectus that were issued to our Sponsor (which may become exercisable for Class A Shares at an exercise price of $11.50 per share), which are substantially identical to the public warrants sold as part of the units in the TPG Pace IPO, subject to certain limited exceptions, 2,444,444 of which will be forfeited by our Sponsor in connection with the Business Combination and, after the Domestication, the 4,888,889 private placement warrants (after giving effect to the forfeiture described in the foregoing) that will be exercisable for Class A Common Stock at $11.50 per share;

 

•

“Proposed Bylaws” means the proposed bylaws of Nerdy Inc. to be effective upon the Domestication attached to this proxy statement/prospectus as Annex D;

 

•

“Proposed Certificate of Incorporation” means the proposed certificate of incorporation of Nerdy Inc. to be effective upon the Domestication attached to this proxy statement/prospectus as Annex C;

 

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•

“Proposed Governing Documents” means the Proposed Certificate of Incorporation and the Proposed Bylaws;

 

•

“public shareholders” means holders of public shares;

 

•

“public shares” means the currently outstanding 45,000,000 Class A Shares issued as part of the Units in the TPG Pace IPO;

 

•

“public warrants” means the currently outstanding 9,000,000 warrants to purchase Class A Shares that were issued as part of the Units in the TPG Pace IPO (which may become exercisable for Class A Shares at an exercise price of $11.50 per share) and, after the Domestication, the 9,000,000 warrants to purchase Class A Common Stock that will be exercisable for shares of Class A Common Stock at $11.50 per share;

 

•

“redemption” means each redemption of public shares for cash pursuant to the Existing Governing Documents;

 

•

“Registration Rights Agreement” means that certain agreement with certain holders of Class A Common Stock and warrants after Closing, pursuant to which registration rights with respect to such securities will be offered;

 

•

“SEC” means the Securities and Exchange Commission;

 

•

“Securities Act” means the Securities Act of 1933, as amended;

 

•

“Share Forfeitures” means, together, the Excess Share Forfeiture and the additional forfeiture of 2,000,000 shares of Class A Common Stock by holders of Founder Shares pursuant to the Waiver Agreement;

 

•

“Stockholders’ Agreement” means that certain agreement by and among TPG Pace, the Nerdy Stockholder Group and Sponsor, pursuant to which certain governing rights and obligations of the parties are given;

 

•

“Sponsor” means TPG Pace Tech Opportunities Sponsor, Series LLC, a Delaware limited liability company;

 

•

“Subscription Agreements” means the subscription agreements, entered into by TPG Pace and certain investors in connection with the PIPE Financing;

 

•

“TCV” means, collectively, TCV Blocker, TCV VIII (A) VT, L.P., TCV VIII, L.P., TCV VIII (B), L.P., TCV Member Fund, L.P and TCV VIII Master, L.P.;

 

•

“TCV Blocker” means TCV VIII (A) VT, Inc., a Delaware corporation;

 

•

“TPG” means TPG Global, LLC and its affiliates;

 

•

“TPG Capital BD” means TPG Capital BD, LLC, an affiliate of our Sponsor and TPG Pace;

 

•

“TPG Global Purchasers” means affiliates and employees of TPG Global that have committed to purchase forward purchase securities pursuant to the Forward Purchase Agreements;

 

•

“TPG Pace Board” means TPG Pace’s board of directors;

 

•

“TPG Pace Independent Directors” means each of Chad Leat, Kathleen Philips, Wendi Sturgis and Kneeland Youngblood;

 

•

“TPG Pace Initial Shareholders” means our Sponsor and the TPG Pace Independent Directors;

 

•

“TPG Pace IPO” means TPG Pace’s initial public offering that was consummated on October 9, 2020;

 

•

“TPG Pace Merger Sub” means TPG Pace Tech Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of TPG Pace;

 

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•

“TPG Pace ordinary shares” means our Class A Shares and our Founder Shares;

 

•

“TPG Pace Public Securities” means Class A Shares and TPG Pace Public Warrants;

 

•

“TPG Pace Public Warrants” means the currently outstanding 9,000,000 warrants to purchase Class A Shares that were issued as part of the Units in the TPG Pace IPO (which may become exercisable for Class A Shares at an exercise price of $11.50 per share);

 

•

“TPG Pace Sponsor Earnout Equity” means 4,000,000 shares of Class A Common Stock that have been made subject to potential forfeiture by Sponsor following the Closing until the achievement of Triggering Event I with respect 1,333,333 shares, Triggering Event II with respect to 1,333,333 shares, and Triggering Event III with respect to 1,333,334 shares, consistent with the forfeiture thresholds for the Nerdy Earnout Consideration;

 

•

“TPG Pace,” means TPG Pace Tech Opportunities Corp., a Cayman Islands exempted company, prior to the consummation of the Domestication;

 

•

“TRA Holders” means the OpCo Unitholders (other than Nerdy Inc.) that are a party to the Tax Receivable Agreement (and their respective successors and permitted assigns under the Tax Receivable Agreement);

 

•

“transfer agent” means Continental, TPG Pace’s transfer agent;

 

•

“Triggering Event I” means the date on which the closing sale price of one share of Class A Common Stock quoted on the New York Stock Exchange (or the exchange on which the shares of Class A Common Stock are then listed) is greater than or equal to $12.00 for any 20 days within any 30 consecutive day period in which the Class A Common Stock are actually traded on the applicable exchange for the period between January 28, 2021 and the five-year anniversary of the Closing Date;

 

•

“Triggering Event II” means the date on which the closing sale price of one share of Class A Common Stock quoted on the New York Stock Exchange (or the exchange on which the shares of Class A Common Stock are then listed) is greater than or equal to $14.00 for any 20 days within any 30 consecutive day period in which the Class A Common Stock are actually traded on the applicable exchange for the period between January 28, 2021 and the five-year anniversary of the Closing Date;

 

•

“Triggering Event III” means the date on which the closing sale price of one share of Class A Common Stock quoted on the New York Stock Exchange (or the exchange on which the shares of Class A Common Stock are then listed) is greater than or equal to $16.00 for any 20 days within any 30 consecutive day period in which the Class A Common Stock are actually traded on the applicable exchange for the period between January 28, 2021 and the five-year anniversary of the Closing Date;

 

•

“Trust Account” means the trust account established at the consummation of the TPG Pace’s IPO that holds the proceeds of the initial public offering and is maintained by Continental, acting as trustee;

 

•

“Units” means the units of TPG Pace, each unit representing one Class A Share and one-fifth of one warrant to acquire one Class A Share, that were offered and sold by TPG Pace in its initial public offering and in its concurrent private placement;

 

•

“Waiver Agreement” means that certain waiver agreement, dated January 29, 2021, by and among TPG Pace, our Sponsor and each holder of issued and outstanding Founder Shares;

 

•

“warrants” means, collectively, the FPA Warrants, public warrants, private placement warrants and certain Nerdy warrants.

Unless otherwise specified, the share counts and other data set forth in this proxy statement/prospectus

 

•

includes (a) the 8,000,000 aggregate shares of Class A Common Stock or OpCo Units (with equivalent number of shares of Class B Common Stock) that comprise the Earnout Equity, which will be issued and outstanding as of Closing, but subject to forfeiture and (b) an expected 18,075,207 shares (of which

 

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5,976,406 will be shares of Class A Common Stock of Nerdy, Inc. and 12,098,801 will be shares of Class B Common Stock of Nerdy Inc.) underlying (i) an expected 9,036,422 vested (of which 1,233,379 are vested unit appreciation rights and 7,803,043 are vested profit interest units) and (ii) 9,038,785 unvested (of which 4,743,027 are unvested stock appreciation rights and 4,295,758 are unvested profit interest units), which unvested stock appreciation rights and profit interest units will be subject to certain vesting conditions and a risk of forfeiture, that will be held by the former Nerdy unit appreciation rights and profit interest units holders immediately following the Closing;

 

•

does not take into account (a), the issuance of any shares upon completion of the Business Combination under the Equity Incentive Plan, which is expected to include shares available for issuance for up to 15% of shares outstanding at Closing after giving effect to the shares of Class A Common Stock/OpCo Units issuable upon exercise of the warrants using treasury stock method assuming an $18.00 stock/unit price and assuming that the Nerdy Earnout Consideration is issued in full and (b) 19,333,333 warrants that will remain outstanding immediately following the Business Combination and may be exercised thereafter; and

 

•

otherwise assumes that:

 

•

no public shareholders elect to have their public shares redeemed;

 

•

at the Closing, the forward purchasers purchase an aggregate 16,116,750 shares of Class A Common Stock and 3,000,000 forward purchase warrants for aggregate proceeds of $150 million and the TPG Pace Initial Shareholders are issued an aggregate 3,750,000 Class A Shares pursuant to the conversion adjustment set forth in the Proposed Certificate of Incorporation and otherwise complete the Share Forfeitures and Warrant Forfeitures;

 

•

at the Closing, the investors purchase 15,000,000 shares of Class A Common Stock in the PIPE Financing for aggregate proceeds of $150 million, and the TPG Pace Initial Shareholders waive the conversion adjustment pursuant to the Waiver Agreement;

 

•

none of TPG Pace’s existing shareholders or Nerdy equity holders purchase Class A Shares in the open market; and

 

•

there are no other issuances of equity interests of TPG Pace prior to or in connection with the Closing.

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this proxy statement/prospectus may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, including those relating to the Business Combination. The information included in this proxy statement/prospectus in relation to Nerdy has been provided by Nerdy and its respective management, and forward-looking statements include statements relating to our and its respective management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, including those relating to the Business Combination. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:

 

•

our ability to complete the Business Combination with Nerdy or, if we do not consummate such Business Combination, any other initial business combination;

 

•

satisfaction or waiver of the conditions to the Business Combination including, among others: (i) the approval by our shareholders of the Condition Precedent Proposals being obtained; (ii) the applicable waiting period under the Hart-Scott-Rodino Act of 1976 (the “HSR Act”) relating to the Business Combination Agreement having expired or been terminated; (iii) TPG Pace having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to the transactions contemplated by the Business Combination Agreement and the PIPE Financing; (iv) the Minimum Available Cash Condition; (v) the approval by NYSE of our initial listing application in connection with the Business Combination; (vi) there being immediately following the Effective Time, to the knowledge of TPG Pace, no single beneficial owner of Common Stock of greater than 9.9% and no three beneficial owners of shares of TPG Pace’s ordinary shares of greater than 25% and (vii) the consummation of the Domestication;

 

•

the occurrence of any event, change or other circumstances, including the outcome of any legal proceedings that may be instituted against TPG Pace and Nerdy following the announcement of the Business Combination Agreement and the transactions contemplated therein, that could give rise to the termination of the Business Combination Agreement;

 

•

the projected financial information, growth rate and market opportunity of Nerdy Inc.;

 

•

the ability to obtain and/or maintain the listing of the Class A Common Stock and the Nerdy Inc. warrants on the NYSE, and the potential liquidity and trading of such securities;

 

•

the risk that the proposed Business Combination disrupts current plans and operations of Nerdy as a result of the announcement and consummation of the proposed Business Combination;

 

•

the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably and retain its key employees;

 

•

costs related to the proposed Business Combination;

 

•

changes in applicable laws or regulations;

 

•

our ability to raise financing in the future;

 

•

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the completion of the Business Combination;

 

•

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving the Business Combination;

 

x

•

the period over which Nerdy anticipates its existing cash and cash equivalents will be sufficient to fund its operating expenses and capital expenditure requirements;

 

•

regulatory developments in the United States and foreign countries;

 

•

the impact of laws and regulations;

 

•

Nerdy’s ability to attract and retain key management personnel;

 

•

Nerdy’s estimates regarding expenses, future revenue, capital requirements and needs for additional financing;

 

•

Nerdy’s financial performance;

 

•

the effect of COVID-19 on the foregoing, including our ability to consummate the Business Combination due to the uncertainty resulting from the recent COVID-19 pandemic; and

 

•

other factors detailed under the section entitled “Risk Factors.”

The forward-looking statements contained in this proxy statement/prospectus are based on current expectations and beliefs concerning future developments and their potential effects on us and/or Nerdy. There can be no assurance that future developments affecting us and/or Nerdy will be those that we and/or the Nerdy have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control or the control of Nerdy) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Some of these risks and uncertainties may in the future be amplified by the COVID-19 outbreak and there may be additional risks that we consider immaterial or which are unknown. It is not possible to predict or identify all such risks. Neither we nor Nerdy undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Before any shareholder grants its proxy or instructs how its vote should be cast or vote on the proposals to be put to the extraordinary general meeting, such stockholder should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect us.

 

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QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF TPG PACE

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting, including with respect to the Business Combination. The following questions and answers do not include all the information that may be important to TPG Pace’s shareholders. We urge shareholders to read this proxy statement/prospectus, including the annexes and the other documents referred to herein, carefully and in their entirety to fully understand the Business Combination and the voting procedures for the extraordinary general meeting, which will be held on                 , 2021 at                  local time at the offices of Vinson & Elkins L.L.P., located at 1114 Avenue of the Americas, 32^nd Floor, New York, NY 10036.

 

Q:	Why am I receiving this proxy statement/prospectus?

 

A:

TPG Pace shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Business Combination Agreement and approve the transactions contemplated thereby, including the Business Combination. In accordance with the terms and subject to the conditions of the Business Combination Agreement, among other things, in connection with the Domestication, on the Closing Date prior to the Effective Time, (i) TPG Pace Merger Sub will merge with and into Nerdy (the “Merger”), with Nerdy surviving the Merger, (ii) simultaneously with the Merger, Blocker Merger Sub I will merge with and into TCV Blocker, with TCV Blocker surviving such merger, and Blocker Merger Sub II will merge with and into Learn Blocker, with Learn Blocker surviving such merger (each a “Reverse Blocker Merger” and, together, the “Reverse Blocker Mergers”), and (iii) immediately following the Merger and the Reverse Blocker Mergers, each surviving Blocker will merge with and into Nerdy Inc. (each a “Direct Blocker Merger” and, together, the “Direct Blocker Mergers” and, together with the Reverse Blocker Mergers, the “Blocker Mergers”), with Nerdy Inc. surviving each Direct Blocker Merger.

The aggregate consideration to be paid to the Existing Nerdy Holders (including the holders of Nerdy unit appreciation rights and profit units to the extent entitled to consideration, as described below) is based on an enterprise value of $1,250,000,000 (subject to certain debt related adjustments) and shall consist of (i) an amount of cash equal to the excess of the amount of Available Cash over $250,000,000 (but not to exceed $388,200,000), plus (ii) equity consideration valued at $10.00 per share/unit in respect of the remaining portion of Nerdy’s enterprise value after deducting the cash consideration in clause (i), plus (iii) certain Nerdy warrants, plus (iv) the Nerdy Earnout Consideration, if payable. See “Business Combination Proposal.”

A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A-I and you are encouraged to read the Business Combination Agreement in its entirety.

The approval of the Business Combination Proposal, the Director Election Proposal, the NYSE Proposal, the Equity Incentive Plan Proposal and the Adjournment Proposal requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter, and each of the Domestication Proposal and the Charter Proposal require a special resolution, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

In connection with the Domestication, on the Closing Date prior to the Effective Time, (i) each issued and outstanding Class A Share will convert automatically by operation of law, on a one-for-one basis, into shares of Class A Common Stock; (ii) each Founder Share will automatically convert at the time of the Domestication into a number of Nerdy Inc. Founder Shares; (iii) each issued and outstanding warrant to purchase Class A Shares will automatically represent the right to purchase one share of Class A Common Stock at an exercise price of $11.50 per share on the terms and conditions set forth in the warrant

 

xii

agreement; and (iv) each issued and outstanding unit of TPG Pace that has not been previously separated into the underlying public share and underlying public warrant upon the request of the holder thereof, will be cancelled and will entitle the holder thereof to one share of Class A Common Stock and one-fifth of one warrant to acquire one share of Class A Common Stock. See “Domestication Proposal.” Upon the completion of the Business Combination, the Nerdy Inc. Founder Shares will convert into Class A Common Stock at a conversion rate that entitles the holders of such Nerdy Inc. Founder Shares to continue to own, in the aggregate, 20% of the Class A Common Stock after giving effect to the issuance of any Class A Common Stock in connection with the Business Combination (including pursuant to the Forward Purchase Agreements), subject to the waivers of certain conversion rights pursuant to the Waiver Agreement.

The provisions of the Proposed Governing Documents will differ in certain material respects from the Existing Governing Documents. Please see “What amendments will be made to the current constitutional documents of TPG Pace?” below.

THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.

 

Q:	What proposals are shareholders of TPG Pace being asked to vote upon?

 

A:	At the extraordinary general meeting, TPG Pace is asking holders of the TPG Pace ordinary shares to consider and vote upon thirteen (13) separate proposals:

 

•

a proposal to approve by ordinary resolution and adopt the Business Combination Agreement, including the Merger, and the transactions contemplated thereby;

 

•

a proposal to approve by special resolution the Domestication;

 

•

a proposal to approve by special resolution the Proposed Certificate of Incorporation;

 

•

the following six (6) separate proposals to approve, on a non-binding advisory basis, by ordinary resolution the following material differences between the Existing Governing Documents and the Proposed Governing Documents:

 

•

to change in the authorized share capital of TPG Pace from US $22,100 divided into (i) 200,000,000 Class A ordinary shares, par value $0.0001 per share, (ii) 20,000,000 Class F ordinary shares, par value $0.0001 per share, and (iii) 1,000,000 preference shares, par value $0.0001, to (a)                shares of Class A common stock, par value $0.0001 per share, of Nerdy Inc., (b)                shares of Class F common stock, par value $0.0001 per share, of Nerdy Inc., (c)                shares of Class B common stock, par value $0.0001 per share, of Nerdy Inc., in order to provide for our “Up-C” structure and (d)                shares of preferred stock, par value $0.0001 per share;

 

•

to authorize the Nerdy Inc. Board to issue any or all shares of Nerdy Inc. Preferred Stock in one or more classes or series, with such terms and conditions as may be expressly determined by the Nerdy Inc. Board and as may be permitted by the DGCL;

 

•

to approve the provision that certain provisions of the Proposed Certificate of Incorporation of Nerdy Inc. are subject to the Stockholders Agreement;

 

•

to approve the provision that removes the ability of Nerdy Inc. stockholders to take action by written consent in lieu of a meeting;

 

•

to approve the provision that any director or the entire board of directors of Nerdy Inc. may be removed from office, but only for cause and only by the affirmative vote of the holders of a majority of the then-outstanding shares of stock of Nerdy Inc. entitled to vote generally for the election of directors; and

 

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•

to amend and restate the Existing Governing Documents and authorize all other changes necessary or desirable in connection with the replacement of Existing Governing Documents with the Proposed Certificate of Incorporation and Proposed Bylaws as part of the Domestication (copies of which are attached to the proxy statement/prospectus as Annex C and Annex D, respectively), including (i) changing the post-Business Combination corporate name from “TPG Pace Tech Opportunities Corp.” to “Nerdy Inc.” (which is expected to occur upon the consummation of the Domestication), (ii) making Nerdy Inc.’s corporate existence perpetual, (iii) adopting Delaware as the exclusive forum for certain stockholder litigation and the United States District Courts as the exclusive forum for litigation arising out of federal securities laws, as amended, and (iv) removing certain provisions related to our status as a blank check company that will no longer be applicable upon consummation of the Business Combination.

 

•

a proposal to approve by ordinary resolution the election, effective immediately in connection with the consummation of the Business Combination, of two directors to serve until the 2022 annual meeting of stockholders, two directors to serve until the 2023 annual meeting of stockholders and three directors to serve until the 2024 annual meeting of stockholders, each until his or her respective successor is duly elected and qualified, subject to such director’s earlier death, resignation, retirement, disqualification or removal;

 

•

a proposal to approve by ordinary resolution, for purposes of complying with the applicable provisions of Section 312.03 of The NYSE Listed Company Manual, the issuance of more than 20% of TPG Pace’s common stock to the investors in the PIPE Financing;

 

•

a proposal to approve and adopt by ordinary resolution the Equity Incentive Plan; and

 

•

a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to, among other things, permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting.

If our shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Business Combination Agreement are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement could terminate and the Business Combination may not be consummated.

For more information, please see “Business Combination Proposal,” “Domestication Proposal,” “Charter Proposal,” “Governing Documents Proposals,” “Director Election Proposal,” “NYSE Proposal,” “Equity Incentive Plan Proposal” and “Adjournment Proposal.”

TPG Pace will hold the extraordinary general meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the extraordinary general meeting. Shareholders of TPG Pace should read it carefully.

After careful consideration, the TPG Pace Board has determined that the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, each of the Governing Documents Proposals, the Director Election Proposal, the NYSE Proposal, the Equity Incentive Plan Proposal and the Adjournment Proposal are in the best interests of TPG Pace and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of one or more of TPG Pace’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of TPG Pace and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, TPG Pace’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal—Interests of TPG Pace’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

 

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Q:	What conditions must be satisfied to complete the Business Combination?

 

A:

There are a number of closing conditions in the Business Combination Agreement, including the approval by TPG Pace shareholders of the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, the Equity Incentive Plan Proposal and the NYSE Proposal. In addition, unless waived by Nerdy, the Business Combination Agreement provides that each party’s obligation to consummate the Business Combination is conditioned on the Available Cash, which shall equal the amount in the Trust Account (net of any TPG Pace shareholder redemptions) plus the net proceeds from the PIPE Financing and the forward purchases, equaling or exceeding $250,000,000. Net proceeds from the PIPE Financing and the forward purchases are expected to exceed $250,000,000.

 

Q:	Why is TPG Pace proposing the Business Combination?

 

A:

TPG Pace is a blank check company incorporated as a Cayman Islands exempted company on July 11, 2019 and formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more target businesses. TPG Pace’s acquisition plan is focused in the technology sector, but it may seek to complete a business combination in any industry or location, except that it is not, under its amended and restated memorandum and articles of association, permitted to effect a business combination with a blank check company or a similar type of company with nominal operations.

TPG Pace has identified several criteria and guidelines it believes are important for evaluating acquisition opportunities. These criteria and guidelines include, among others: being in the technology, media or business services sectors and utilizing the extensive networks and strategic insights TPG Pace has built in those sectors, including those that can use technology, including big-data and sophisticated revenue management techniques, to drive meaningful operational improvements and efficiency gains, or enhance its strategic position by using technology solutions to differentiate its offering; being at an inflection point, such as requiring additional management expertise, innovation and development of new products or services or where TPG Pace believes it can drive improved financial performance and where an acquisition may help facilitate growth; having built a unique product or service that addresses a large consumer or business market with sustainable competitive differentiation; being mature, at scale and ready to access the public capital markets, but need help articulating a business model and opportunity to public investors; underperforming potential in industries that are otherwise exhibiting stable or improving fundamentals; exhibiting unrecognized value or other characteristics that TPG Pace believes have been misevaluated by the marketplace; and offering attractive risk-adjusted equity returns for TPG Pace shareholders. Based on its due diligence investigations of Nerdy and the industry in which it operates, including the financial and other information provided by Nerdy in the course of negotiations, TPG Pace believes that Nerdy meets the criteria and guidelines listed above.

The TPG Pace Board considered a wide variety of factors in connection with its evaluation of the Business Combination, including its review of the results of the due diligence conducted by TPG Pace’s management and TPG Pace’s advisors. As a result, the TPG Pace Board concluded that a transaction with Nerdy would present an attractive opportunity to maximize value for TPG Pace shareholders. Please see the section entitled “The Business Combination—The TPG Pace Board’s Reasons for the Business Combination” for additional information.

 

Q:	Did the TPG Pace Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

No. The TPG Pace Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. TPG Pace’s officers and directors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries, including Pace Holdings Corp., which completed its business combination with Playa Hotels and Resorts

 

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B.V. on March 13, 2017, TPG Pace Energy Holdings Corp., which completed its business combination with EnerVest, Ltd. to create Magnolia Oil & Gas Corporation on July 31, 2018, TPG Pace Holdings, which completed its business combination with Accel on November 20, 2019 and TPG Pace Beneficial Finance Corp., which is seeking shareholder approval of its business combination with ENGIE New Business S.A.S., and concluded that their experience and backgrounds, together with the experience and sector expertise of TPG Pace’s advisors, enabled them to make the necessary analyses and determinations regarding the Business Combination. In addition, TPG Pace’s officers and directors and its advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of the TPG Pace Board in valuing Nerdy’s business and assuming the risk that the TPG Pace Board may not have properly valued such business.

 

Q:	What will the Existing Nerdy Holders receive in the Business Combination with TPG Pace?

 

A:

On the Closing Date, promptly following the consummation of the Domestication, among other things, TPG Pace Merger Sub will merge with and into Nerdy, with Nerdy (at such time, OpCo) as the surviving company in the Merger and, after giving effect to such Merger, Nerdy Inc. shall be the manager of OpCo. The aggregate consideration to be paid to the Existing Nerdy Holders (including the holders of Nerdy unit appreciation rights and profit units to the extent entitled to consideration, as described below) is based on an enterprise value of $1,250,000,000 (subject to certain debt related adjustments) and shall consist of (i) an amount of cash equal to the excess of the amount of Available Cash over $250,000,000 (but not to exceed $388,200,000), plus (ii) equity consideration valued at $10.00 per share/unit in respect of the remaining portion of OpCo’s enterprise value after deducting the cash consideration in clause (i), plus (iii) certain Nerdy warrants, plus (iv) the Nerdy Earnout Consideration, if payable.

This business combination is being accomplished through what is commonly referred to as an “Up-C” structure, which is often used by partnerships and limited liability companies undertaking an initial public offering. The Up-C structure allows the Existing Nerdy Holders (other than the owners of the Blockers) to retain their equity ownership in Nerdy, an entity that is classified as a partnership for U.S. federal income tax purposes, in the form of post-merger OpCo units and OpCo warrants, and provides potential future tax benefits for Nerdy Inc. (a substantial portion of which the post-merger Nerdy holders of OpCo Units will benefit from pursuant to the Tax Receivable Agreement) in connection with the Business Combination and when the post-merger Nerdy holders of OpCo Units ultimately exchange their OpCo Units for shares of Class A Common Stock. Nerdy Inc. will be a holding company and, immediately after the consummation of the business combination, its only direct assets will consist of OpCo Units and OpCo warrants. Immediately following the Closing, Nerdy Inc. is expected to own approximately 60% of the OpCo Units.

The Existing Nerdy Holders will be issued at closing 4,000,000 (i) shares of Class A Common Stock or (ii) OpCo Units (and a corresponding number of Class B Common Stock), as applicable, that will be subject to forfeiture if certain stock price thresholds are not achieved within a period of five years from the Closing Date (the “Nerdy Earnout Consideration”). Following the Closing, the holders of Nerdy equity are expected (i) to own approximately 51% of the Common Stock of Nerdy Inc., comprised of 100% of the outstanding Class B Common Stock and approximately 17% of the outstanding Class A Common Stock, (ii) to own 13% of the outstanding aggregate warrants, including 100% of the OpCo warrants and 2% of the Nerdy Inc. Warrants, and (iii) to receive approximately $388.2 million of cash consideration, assuming no redemptions by TPG Pace shareholders. The foregoing and, unless indicated otherwise, other ownership percentages presented throughout this proxy statement/prospectus (a) include the shares of Common Stock of Nerdy Inc. underlying vested and unvested stock appreciation rights and profit interest units that will be held by the former Nerdy unit appreciation rights and profit interest units holders immediately following the Closing, which is expected to be 18,075,207 shares, consisting of 5,976,406 shares of Class A Common Stock for the stock appreciation rights of Nerdy Inc. and 12,098,801 shares of Class B Common Stock for the profit interest units of Nerdy Inc., (b) include the Nerdy Earnout Consideration, which is subject to forfeiture,

 

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(c) assume no redemptions by TPG Pace shareholders and (d) do not take into account (i) the issuance of any shares upon completion of the Business Combination under the Equity Incentive Plan which is expected to include shares available for issuance for up to 15% of shares outstanding at Closing after giving effect to the shares of Class A Common Stock/OpCo Units issuable upon exercise of the warrants using treasury stock method assuming an $18.00 stock/unit price and assuming that the Nerdy Earnout Consideration is issued in full and (ii) the issuance of any shares pursuant to the exercise of warrants that will remain outstanding immediately following the Business Combination and may be exercised thereafter.

For a diagram showing the expected post-closing corporate structure, please see the section entitled “Summary of the Proxy Statement—Organizational Structure” on page 6 of the accompanying proxy statement.

 

Q:	What is an “Up-C” Structure?

 

A:

Our corporate structure following the business combination, as described under the section entitled “Proposal No. 1—The Business Combination Proposal,” is commonly referred to as an “Up-C” structure, which is often used by partnerships and limited liability companies undertaking an initial public offering. The Up-C structure allows the Existing Nerdy Holders (other than the owners of the Blockers) to retain their equity ownership in Nerdy, an entity that is classified as a partnership for U.S. federal income tax purposes, in the form of post-merger OpCo Units and OpCo warrants, and provides potential future tax benefits for Nerdy Inc. (a substantial portion of which the post-merger Nerdy holders of OpCo Units will benefit from pursuant to the Tax Receivable Agreement) in connection with the Business Combination and when the post-merger Nerdy holders of OpCo Units ultimately exchange their OpCo Units for shares of Class A common stock. Nerdy Inc. will be a holding company and, immediately after the consummation of the business combination, its only direct assets will consist of OpCo Units and OpCo warrants. Immediately following the Closing, Nerdy Inc. is expected to own approximately 60% of the OpCo Units.

 

Q:	How will we be managed following the business combination?

 

A:	We anticipate that all of the executive officers of Nerdy will remain with Nerdy Inc.

Concurrently with the execution of the Business Combination Agreement, the Company, our Sponsor and the Nerdy Stockholder Group entered into the Stockholders’ Agreement, which governs certain rights and obligations of the parties, and, among other things, sets forth certain requirements regarding the composition of the Nerdy Inc. Board.

Pursuant to the Stockholders Agreement, the Nerdy Inc. Board appointed at the Closing will be, subject to certain exceptions, comprised of seven members, divided into three classes, comprised of three directors nominated by Cohn (each, a “Cohn Director Designee”); one director designated by Learn Capital (the “Learn Director Designee”); one director designated by TCV (the “TCV Director Designee”); one director designated by Sponsor (the “Sponsor Director Designee”) and one director mutually agreed to by Sponsor and Cohn who meets certain diversity and independence standards. The Nerdy Inc. Board shall be comprised initially of the following members:

 

•

Class I: Charles Cohn (a Cohn Director Designee), who will also serve as Nerdy Inc.’s Chief Executive Officer, and Greg Mrva (TPG Pace’s President and the Sponsor Director Designee)

 

•

Class II: Rob Hutter (Learn Director Designee) and Christopher (Woody) Marshall (TCV Director Designee)

 

•

Class III: Catherine Beaudoin (a Cohn Director Designee), Erik Blachford (a Cohn Director Designee), and Kathleen Philips (the Mutual Director)

All members of Nerdy Inc.’s Board shall be independent under the listing rules of the NYSE other than up to one director nominated by Cohn. Cohn’s nomination rights will be reduced to up to two directors (one of

 

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whom must be independent under the listing rules of the NYSE) when Cohn and its affiliates hold less than 30% but more than 20% and then one director when Cohn and its affiliates hold between 10% and 20% of the number of shares of Common Stock it will own at the Closing. Further, to the extent Cohn and its affiliates’ ownership falls below such 10% threshold but Charles Cohn continues to serve as Nerdy Inc.’s Chief Executive Officer, Charles Cohn shall be entitled to be nominated as a director to the Nerdy Inc. Board. The nomination rights of each of Sponsor, Learn Capital and TCV will continue for so long as it and its affiliates hold at least 50% of the Common Stock such party holds at the Closing. Additionally, for so long as Sponsor has the right to appoint one member to the Nerdy Inc. Board, it shall also have the right to appoint one (1) non-voting observer to the Nerdy Inc. Board. In addition, the Stockholders Agreement provides, among other things, that committee assignments on the Nerdy Inc. Board shall be mutually agreed upon by Sponsor and Cohn.

Please see the section entitled “Management Following the Business Combination” for further information.

 

Q:	What are the PIPE Financing and the Forward Purchase Agreements?

 

A:

In connection with the Business Combination and concurrently with the execution of the Business Combination Agreement, TPG Pace entered into the Subscription Agreements with certain investors, pursuant to which such investors agreed to purchase, and TPG Pace agreed to issue and sell to such investors, newly issued shares of Class A Common Stock at a purchase price of $10.00 per share for gross proceeds of approximately $150 million.

TPG Pace entered into the Forward Purchase Agreements, in connection with the TPG Pace IPO. Pursuant the Forward Purchase Agreements, TPG Pace has agreed to issue to (i) certain third parties and (ii) certain employees, affiliates and “friends of the firm” of TPG Global (such employees, affiliates and friends of the firm, the “TPG Global Purchasers” together with the third party forward purchasers, the “forward purchasers”), an aggregate of 15,000,000 Class A Shares at a price of $10.00 per share, plus an aggregate of 3,000,000 warrants to purchase one Class A Share at $11.50 per share, for an aggregate purchase price of $150 million. The transactions contemplated by the Forward Purchase Agreements are expected to close substantially concurrently with the closing of the Business Combination. In connection with the Domestication, the Class F ordinary shares, $0.0001 par value in the capital of TPG Pace will convert into an equivalent number of shares of Class F Common Stock, par value $0.0001 per share of Nerdy Inc. and the Proposed Certificate of Incorporation will include a conversion adjustment substantially identical to the existing conversion adjustment in the amended and restated memorandum and articles of association of TPG Pace, which provides that the Nerdy Inc. Founder Shares will automatically convert at the time of an initial business combination into a number of shares of Class A Common Stock at a conversion rate that entitles the holders of such Nerdy Inc. Founder Shares to continue to own, in the aggregate, 20% of TPG Pace’s issued and outstanding Common Stock after giving effect to the issuance of any shares of Class A Common Stock in connection with such initial business combination (including pursuant to the Forward Purchase Agreements). Accordingly, pursuant to the Business Combination Agreement and the Proposed Certificate of Incorporation, the TPG Pace Initial Shareholders will be entitled to receive an additional aggregate 3,750,000 Class A Shares as a result of the issuance of 15,000,000 Class A Shares pursuant to the Forward Purchase Agreements. With respect to certain of the additional forward purchasers, TPG Pace has agreed to issue an additional number of Class A Shares equal to 10% of the shares purchased, or an aggregate of 1,116,750 additional Class A Shares, for no additional cash consideration, lowering for certain additional forward purchasers the effective purchase price per Class A Share and one-fifth warrant to approximately $9.09 per share.

Pursuant to the Waiver Agreement, TPG Pace Sponsor has agreed to (i) forfeit a corresponding 1,116,750 shares of Class A Common Stock in connection with the consummation of issuances pursuant to the Forward Purchase Agreements of any Excess Shares and (ii) waive its right to any conversion adjustment with respect to any Excess Shares or shares issued pursuant to the Subscription Agreements.

The proceeds of all purchases made pursuant to the Forward Purchase Agreements will be deposited into TPG Pace’s operating account.

 

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Q:	What equity stake will current TPG Pace shareholders and current equityholders of Nerdy Inc. hold in Nerdy Inc. immediately after the consummation of the Business Combination?

 

A:	The following table presents the share ownership of various holders of Nerdy Inc. upon the closing of the Business Combination, does not give effect to the potential exercise of any warrants and otherwise assumes the following redemption scenarios:

No Redemptions: This scenario assumes that no Class A Shares are redeemed from TPG Pace’s public shareholders.

Illustrative Redemption: This scenario assumes that 50% or 22,500,000 Class A ordinary shares held by TPG Pace’s public shareholders are redeemed. Other than the net tangible asset requirement and the 15% threshold described above, TPG Pace has no specified maximum redemption threshold under its amended and restated memorandum and articles of association. As noted above, the Minimum Available Cash Condition is expected to be met with the combined proceeds of the Forward Purchase Agreements and the PIPE Financing.

 

Holders		No Redemption				% of Total				Illustrative Redemption				% of Total
TPG Pace Public Shareholders			45,000,000				25.3				22,500,000				13.5
Sponsor/Independent Directors (1)			11,883,250				6.7				11,883,250				7.0
Nerdy Equity Holders(2)			90,184,678				50.6				101,500,000				60.8
Forward Purchasers (3)			16,116,750				9.0				16,116,750				9.7
PIPE Investors			15,000,000				8.4				15,000,000				9.0
Total			178,184,678				100.0				167,000,000				100.0

 

(1)

Nerdy Inc. Class A Common Stock owned upon conversion of Nerdy Inc. Founder Shares and, in the case of our Sponsor, (i) taking into account the 3,750,000 shares issued to the Sponsor pursuant to the conversion adjustment in connection with the issuance of shares pursuant to the Forward Purchase Agreements and the waiver of the conversion adjustment pursuant to the Waiver Agreement in connection with the consummation of issuances pursuant to the Forward Purchase Agreements of any shares in excess of an aggregate 15,000,000 shares of Class A Common Stock and the transactions contemplated by the PIPE Financing, (ii) taking into account the Share Forfeitures and (iii) including 4,000,000 shares subject to forfeiture if certain stock price thresholds are not achieved.

(2)

Represents shares of Class A Common Stock and Class B Common Stock (and accompanying OpCo Units) issued to holders of Nerdy common units in the Business Combination, including (i) 4,000,000 shares issued as Nerdy Earnout Consideration subject to forfeiture if certain stock price thresholds are not achieved and (ii) shares of Common Stock of Nerdy Inc. underlying vested and unvested stock appreciation rights and profit interest units that will be held by the former Nerdy unit appreciation rights and profit interest units holders immediately following the Closing, which is expected to be 18,075,207 shares, consisting of 5,976,406 shares of Class A Common Stock for the stock appreciation rights of Nerdy Inc. and 12,098,801 shares of Class B Common Stock for the profit interest units of Nerdy Inc.

(3)	Includes officers and directors of TPG Pace and other affiliates of TPG Pace.

If the actual facts are different from the TPG Pace assumptions or the scenarios presented above, the interests of TPG Pace shareholders and other estimates set forth in this proxy statement/prospectus set forth above will differ and such differences may be material.

The scenarios above do not give effect to the potential exercise of any warrants. The maximum number of warrants currently expected to be outstanding at the closing includes (i) 9,000,0000 warrants to be issued upon the exchange of outstanding public warrants, (ii) 4,888,889 private placement warrants held by Sponsor and the TPG Independent Directors after taking into account the forfeiture of 2,444,444 private placement warrants as discussed herein, (iii) 2,444,444 private placement warrants that will be issued to Existing Nerdy Holders pursuant to the forfeitures described in the foregoing, (iv) 1,000,000 forward

 

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purchase warrants issued to TPG Holdings and (v) 2,000,000 forward purchase warrants to be issued to the additional forward purchasers. If each such warrant were exercisable and exercised following completion of the Business Combination, with proceeds to Nerdy Inc. of approximately $222.3 million, then ownership of Nerdy Inc. would be as follows:

 

Holders		No Redemption				% of Total				Illustrative Redemption				% of Total
TPG Pace Public Shareholders			54,000,000				27.3				31,500,000				16.9
Sponsor/Independent Directors (1)			16,772,139				8.5				16,772,139				9.0
Nerdy Equity Holders(2)			92,629,122				46.9				103,944,444				55.8
Forward Purchasers (3)			19,116,750				9.7				19,116,750				10.3
PIPE Investors			15,000,000				7.6				15,000,000				8.0
Total			197,518,011				100.0				186,333,333				100.0

 

(1)

Nerdy Inc. Class A Common Stock owned upon conversion of Nerdy Inc. Founder Shares and, in the case of our Sponsor, (i) taking into account the 3,750,000 shares issued to the Sponsor pursuant to the conversion adjustment in connection with the issuance of shares pursuant to the Forward Purchase Agreements and the waiver of the conversion adjustment pursuant to the Waiver Agreement in connection with the consummation of issuances pursuant to the Forward Purchase Agreements of any shares in excess of an aggregate 15,000,000 shares of Class A Common Stock and the transactions contemplated by the PIPE Financing, (ii) taking into account the Share Forfeitures, (iii) including 4,000,000 shares subject to forfeiture if certain stock price thresholds are not achieved, and (iv) including 4,888,889 private placement warrants held by Sponsor and the TPG Independent Directors after taking into account the forfeiture of 2,444,444 private placement warrants.

(2)

Represents shares of Class A Common Stock and Class B Common Stock (and accompanying OpCo Units) issued to holders of Nerdy common units in the Business Combination, including (i) 4,000,000 shares issued as Nerdy Earnout Consideration subject to forfeiture if certain stock price thresholds are not achieved, (ii) shares of Common Stock of Nerdy Inc. underlying vested and unvested stock appreciation rights and profit interest units that will be held by the former Nerdy unit appreciation rights and profit interest units holders immediately following the Closing, which is expected to be 18,075,207 shares, consisting of 5,976,406 shares of Class A Common Stock for the stock appreciation rights of Nerdy Inc. and 12,098,801 shares of Class B Common Stock for the profit interest units of Nerdy Inc., and (iii) taking into account 2,444,444 private placement warrants issued in connection with the forfeitures of private placement warrants by Sponsor and the TPG Independent Directors discussed in the foregoing.

(3)	Includes officers and directors of TPG Pace and other affiliates of TPG Pace.

Please see the sections entitled “Unaudited Pro Forma Condensed Combined Consolidated Financial Information of Nerdy Inc.” for further information.

 

Q:	Why is TPG Pace proposing the Domestication?

 

A:

Our board of directors believes that there are significant advantages to us that will arise as a result of a change of our domicile to Delaware. Further, our board of directors believes that any direct benefit that the DGCL provides to a corporation also indirectly benefits its stockholders, who are the owners of the corporation. The board of directors believes that there are several reasons why transfer by way of continuation to Delaware is in the best interests of TPG Pace and its shareholders, including, (i) the prominence, predictability and flexibility of the DGCL, (ii) Delaware’s well-established principles of corporate governance and (iii) the increased ability for Delaware corporations to attract and retain qualified directors, each of the foregoing are discussed in greater detail in the section entitled “Domestication Proposal—Reasons for the Domestication.”

 

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To effect the Domestication, we will file an application for deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file a certificate of corporate domestication and a certificate of incorporation with the Secretary of State of the State of Delaware, under which we will be domesticated and continue as a Delaware corporation.

The approval of the Domestication Proposal is a condition to closing the Business Combination under the Business Combination Agreement. The approval of the Domestication Proposal requires a special resolution, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of TPG Pace ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal.

 

Q:	What amendments will be made to the current constitutional documents of TPG Pace?

 

A:

The consummation of the Business Combination is conditional, among other things, on the Domestication. Accordingly, in addition to voting on the Business Combination, TPG Pace’s shareholders also are being asked to consider and vote upon a proposal to approve the Domestication, and replace TPG Pace’s Existing Governing Documents, in each case, under Cayman Islands law with the Proposed Governing Documents, in each case, under the DGCL, which differ from the Existing Governing Documents in the following material respects:

 

		Existing Governing Documents		Proposed Governing Documents
Authorized Shares (Governing Documents Proposal A)		The share capital under the Existing Governing Documents is US $22,100 divided into (i) 200,000,000 Class A ordinary shares, par value US $0.0001 per share, (ii) 20,000,000 Class F ordinary shares, par value US $0.0001 per share, and (iii) 1,000,000 preference shares, par value US $0.0001 per share.		The Proposed Governing Documents authorize (i)             shares of Class A common stock, par value $0.0001 per share, of Nerdy Inc., (ii)             shares of Class F common stock, par value $0.0001 per share, of Nerdy Inc., (iii)             shares of Class B common stock, par value $0.0001 per share, of Nerdy Inc., in order to provide for our “Up-C” structure and (iv)             shares of preferred stock, par value $0.0001 per share, of Nerdy Inc.
		See paragraph 5 of our Memorandum of Association.		See Article Fourth, Section 1 of the Proposed Certificate of Incorporation.
Authorize the Board of Directors to Issue Preferred Stock Without Stockholder Consent (Governing Documents Proposal B)		The Existing Governing Documents authorize the issuance of 1,000,000 preference shares with such designation, rights and preferences as may be determined from time to time by our board of directors. Accordingly, our board of directors is empowered under the Existing Governing		The Proposed Governing Documents authorize the Nerdy Inc. Board to issue any or all shares of Nerdy Inc. Preferred Stock in one or more classes or series and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative,

 

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		Existing Governing Documents		Proposed Governing Documents
		Documents, without shareholder approval, to issue preference shares with dividend, liquidation, redemption, voting or other rights which could adversely affect the voting power or other rights of the holders of ordinary shares.		participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as the Nerdy Inc. Board may determine.
		See Article 3.1 of our Articles of Association.		See Article First of the Proposed Certificate of Incorporation.
Stockholders’ Agreement (Governing Documents Proposal C)		The Existing Governing Documents do not state that the Certificate of Incorporation may be subject to a stockholders’ agreement.		The Proposed Governing Documents will provide that certain provisions of the Certificate of Incorporation are subject to the Stockholders’ Agreement.
				Section 2.9 of the Proposed Bylaws
Action by Written Consent in Lieu of Meeting (Governing Documents Proposal D)		The Existing Governing Documents allow for action by written resolution.		The Proposed Governing Documents will remove the ability of Nerdy Inc. stockholders to take action by written consent in lieu of a meeting.
		See Article 22.3 of our Articles of Association and the definition of “Ordinary Resolution” thereto.		See Section 2.14 of the Proposed Bylaws.
Director Removal from Office (Governing Documents Proposal E)		The Existing Governing Documents allow for removal of directors with or without cause. See Article 29.3 of our Articles of Association.		The Proposed Governing Documents will provide that any director or the entire board of directors of Nerdy Inc. may be removed from office, but only for cause and only by the affirmative vote of the holders of a majority of the then-outstanding shares of stock of Nerdy Inc. entitled to vote generally for the election of directors.
				See Section 3.10 of the Proposed Bylaws.
Corporate Name (Governing Documents Proposal F)		The Existing Governing Documents provide the name of the company is “TPG Pace Tech Opportunities Corp.”		The Proposed Governing Documents will provide that the name of the corporation will be “Nerdy Inc.”

 

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		Existing Governing Documents		Proposed Governing Documents
		See Paragraph 1 of our Memorandum of Association.		See Article First of the Proposed Certificate of Incorporation.
Perpetual Existence (Governing Documents Proposal F)		The Existing Governing Documents provide that if we do not consummate a business combination (as defined in the Existing Governing Documents) by October 9, 2022 (twenty-fourth months after the closing of the TPG Pace IPO), TPG Pace will cease all operations except for the purposes of winding up and will redeem the shares issued in the TPG Pace IPO and liquidate its trust account.		The Proposed Governing Documents do not include any provisions relating to Nerdy Inc.’s ongoing existence; the default under the DGCL will make Nerdy Inc.’s existence perpetual.
		See Article 49.7 of our Articles of Association.
Exclusive Forum (Governing Documents Proposal F)		The Existing Governing Documents do not contain a provision adopting an exclusive forum for certain shareholder litigation.		The Proposed Governing Documents adopt Delaware as the exclusive forum for certain stockholder litigation and the United States Federal District Courts as the exclusive forum for litigation arising out of the federal securities laws.
				See Article Eleventh of the Proposed Certificate of Incorporation.
Provisions Related to Status as Blank Check Company (Governing Documents Proposal F)		The Existing Governing Documents set forth various provisions related to our status as a blank check company prior to the consummation of a business combination.		The Proposed Governing Documents do not include such provisions related to our status as a blank check company, which no longer will apply upon consummation of the Business Combination, as we will cease to be a blank check company at such time.

 

Q:	How will the Domestication affect my ordinary shares, warrants and units?

 

A:

In connection with the Domestication, on the Closing Date prior to the Effective Time, (i) each issued and outstanding Class A Share will convert automatically by operation of law, on a one-for-one basis, into a share of Class A Common Stock; (ii) each Founder Share will automatically convert at the time of the Domestication into a number of Nerdy Inc. Founder Shares (iii) each Nerdy Inc. Founder Share upon completion of the Business Combination will convert into Class A Common Stock at a conversion rate that entitles the holders of such Founder Shares to continue to own, in the aggregate, 20% of the Class A Common Stock after giving effect to the issuance of any Class A Common Stock in connection with the Business Combination (including pursuant to the Forward Purchase Agreements), subject to the waivers of certain conversion rights pursuant to the Waiver Agreement, (iv) each issued and outstanding warrant to

 

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purchase Class A Shares will automatically represent the right to purchase one share of Class A Common Stock at an exercise price of $11.50 per share on the terms and conditions set forth in the warrant agreement; and (v) each issued and outstanding unit of TPG Pace that has not been previously separated into the underlying public share and underlying public warrant upon the request of the holder thereof, will be cancelled and will entitle the holder thereof to one share of Class A Common Stock and one-fifth of one warrant to acquire one share of Class A Common Stock. See “Domestication Proposal.”

 

Q:	What are the U.S. federal income tax consequences of the Domestication?

 

A:

As discussed more fully below under the caption “Material U.S. Federal Income Tax Considerations—U.S. Federal Income Taxation of U.S. Holders,” the Domestication should qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code (an “F Reorganization”). Section 367(b) of the Code, which applies to the domestication of a foreign corporation in an F Reorganization and imposes U.S. federal income tax on certain U.S. persons in connection with transactions that otherwise would generally be tax-free, may apply with respect to U.S. Holders (as defined below under the caption “Material U.S. Federal Income Tax Considerations—U.S. Federal Income Taxation of U.S. Holders”) on the date of the Domestication. Consequently, for U.S. federal income tax purposes:

 

•

a U.S. Holder who, on the date of the Domestication, beneficially owns (actually or constructively, including as a result of the applicable attribution rules that would take into account such U.S. Holder’s ownership of TPG Pace Public Warrants) Class A Shares with a fair market value of $50,000 or more but with less than 10% of the total combined voting power of all classes of TPG Pace stock entitled to vote and less than 10% of the total value of all classes of TPG Pace stock, will recognize gain (but not loss) with respect to the Domestication or, in the alternative, may elect to recognize the “all earnings and profits” amount attributable to such U.S. Holder, as discussed more fully below under the caption “Material U.S. Federal Income Tax Considerations—U.S. Federal Income Taxation of U.S. Holders—Effects of Section 367(b)”; and

 

•

a U.S. Holder who, on the date of the Domestication, beneficially owns (actually or constructively, including as a result of the applicable attribution rules that would take into account such U.S. Holder’s ownership of TPG Pace Public Warrants) Class A Shares with a fair market value of less than $50,000 generally should not be required to recognize any gain or loss in connection with the Domestication or to include any part of the “all earnings and profits amount” in income.

Further, the Domestication could be a taxable event for U.S. Holders under the “passive foreign investment company” (or “PFIC”) provisions of the Code. Because TPG Pace is a blank-check company with no current active business, based upon the composition of its income and assets, and upon review of its financial statements, TPG Pace believes that it likely was treated as a PFIC for the 2019 and 2020 taxable years and likely will be considered a PFIC for its current taxable year (which is expected to end on the date of the Domestication).

If finalized in their proposed form, proposed U.S. Treasury regulations may require taxable gain recognition by a U.S. Holder with respect to its exchange of Class A Shares and TPG Pace Public Warrants, as applicable, for Class A Common Stock and Nerdy Inc. warrants in the Domestication if TPG Pace were classified as a PFIC at any time during such U.S. Holder’s holding period for such Class A Shares or TPG Pace Public Warrants, as applicable. The tax on any such recognized gain would be imposed based on a complex set of computational rules. Such rules are discussed more fully below under the caption “Material U.S. Federal Income Tax Considerations—U.S. Federal Income Taxation of U.S. Holders—Passive Foreign Investment Company Rules.” However, a U.S. Holder may be able to avoid the PFIC gain and certain other tax consequences associated with PFIC status with respect to its Class A Shares (but not its TPG Pace Public Warrants) if such U.S. Holder either (i) is eligible to and makes a timely and valid QEF Election (as defined and described below under the caption “Material U.S. Federal Income Tax Considerations—U.S. Federal Income Taxation of U.S. Holders—Passive Foreign Investment Company Rules”) in the first taxable year in which such U.S. Holder held (or was deemed to hold) Class A Shares and in which TPG Pace was

 

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classified as a PFIC or (ii) makes a Mark-to-Market Election (as defined and described below under the caption “Material U.S. Federal Income Tax Considerations—U.S. Federal Income Taxation of U.S. Holders—Passive Foreign Investment Company Rules”) with respect to its Class A Shares. Generally, neither election is available with respect to the TPG Pace Public Warrants.

TPG Pace does not expect the Domestication to result in any material U.S. federal income tax consequences to Non-U.S. Holders (as defined below under the caption “Material U.S. Federal Income Tax Considerations—U.S. Federal Income Taxation of Non-U.S. Holders”). However, Non-U.S. Holders may become subject to U.S. federal income withholding taxes on any dividends paid (or deemed paid) in respect of such Non-U.S. Holder’s shares of Class A Common Stock after the Domestication.

The rules governing the U.S. federal income tax treatment of the Domestication are complex and will depend on a holder’s particular circumstances. All holders of TPG Pace Public Securities are urged to consult with, and rely solely upon, their tax advisors regarding the potential tax consequences to them of the Domestication, including the effects of Section 367(b) of the Code, the application of the PFIC rules, and the tax consequences if the Domestication were to fail to qualify as an F Reorganization. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see the discussion below under the caption “Material U.S. Federal Income Tax Considerations—U.S. Federal Income Taxation of U.S. Holders.”

 

Q:	Do I have redemption rights?

 

A:

If you are a holder of public shares, you have the right to request that we redeem all or a portion of your public shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public shareholders may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the Business Combination Proposal. If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?”

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares without TPG Pace’s consent. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash without TPG Pace’s consent.

The TPG Pace Initial Shareholders have agreed to waive their redemption rights with respect to all of their TPG Pace ordinary shares in connection with the consummation of the Business Combination. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price.

 

Q:	How do I exercise my redemption rights?

 

A:

In connection with the proposed Business Combination, pursuant to the Existing Governing Documents, TPG Pace’s public shareholders may request that TPG Pace redeem all or a portion of such public shares for cash if the Business Combination is consummated. If you are a public shareholder and wish to exercise your right to redeem the public shares, you must:

 

(i)

(a) hold public shares, or (b) if you hold public shares through units, you must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental, our transfer agent, directly and instruct them to do so;

 

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(ii)

submit a written request to Continental, TPG Pace’s transfer agent, in which you (i) request that we redeem all or a portion of your public shares for cash, and (ii) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and

 

(iii)

deliver your public shares to Continental, our transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on                , 2021 (two business days before the extraordinary general meeting) in order for their public shares to be redeemed.

The address of Continental, TPG Pace’s transfer agent, is listed under the question “Who can help answer my questions?” below.

Public shareholders will be entitled to request that their public shares be redeemed for a pro rata portion of the amount then on deposit in the trust account as of two business days prior to the consummation of the Business Combination including interest earned on the funds held in the trust account and not previously released to us (net of taxes payable). For illustrative purposes, as of December 31, 2020, this would have amounted to approximately $10.00 per issued and outstanding public share. However, the proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders, regardless of whether such public shareholders vote or, if they do vote, irrespective of if they vote for or against the Business Combination Proposal. Therefore, the per share distribution from the trust account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote irrespective of how you vote, on any proposal, including the Business Combination Proposal, will have no impact on the amount you will receive upon exercise of your redemption rights. It is expected that the funds to be distributed to public shareholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the extraordinary general meeting. If you deliver your shares for redemption to Continental, our transfer agent, and later decide prior to the extraordinary general meeting not to elect redemption, you may request that our transfer agent return the shares (physically or electronically) to you. You may make such request by contacting Continental, our transfer agent, at the phone number or address listed at the end of this section.

Any corrected or changed written exercise of redemption rights must be received by Continental, our transfer agent, prior to the vote taken on the Business Combination Proposal at the extraordinary general meeting. No request for redemption will be honored unless the holder’s public shares have been delivered (either physically or electronically) to Continental, our transfer agent, at least two business days prior to the vote at the extraordinary general meeting.

If a holder of public shares properly makes a request for redemption and the public shares are delivered as described above, then, if the Business Combination is consummated, we will redeem the public shares for a pro rata portion of funds deposited in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination. The redemption takes place following the Domestication and, accordingly, it is shares of Class A Common Stock that will be redeemed immediately after consummation of the Business Combination.

If you are a holder of public shares and you exercise your redemption rights, such exercise will not result in the loss of any warrants that you may hold.

 

Q:	If I am a holder of units, can I exercise redemption rights with respect to my units?

 

A:	No. Holders of issued and outstanding units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold your

 

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units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying public shares and public warrants, or if you hold units registered in your own name, you must contact Continental, our transfer agent, directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. You must cause your public shares to be separated and delivered to Continental, our transfer agent, by 5:00 p.m., Eastern Time, on                , 2021 (two business days before the extraordinary general meeting) in order to exercise your redemption rights with respect to your public shares.

 

Q:	What are the U.S. federal income tax consequences of exercising my redemption rights?

 

A:

The receipt of cash by a Holder (as defined below under the caption “Material U.S. Federal Income Tax Considerations”) of Class A Common Stock in redemption of such stock will be a taxable event for U.S. federal income tax purposes in the case of a U.S. Holder (as defined below under the caption “Material U.S. Federal Income Tax Considerations—U.S. Federal Income Taxation of U.S. Holders”) and may be a taxable event for U.S. federal income tax purposes in the case of a Non-U.S. Holder (as defined below under the caption “Material U.S. Federal Income Tax Considerations—U.S. Federal Income Taxation of Non-U.S. Holders”). Please see the discussion below under the caption “Material U.S. Federal Income Tax Considerations—U.S. Federal Income Taxation of U.S. Holders—Redemption of Class A Common Stock” or “Material U.S. Federal Income Tax Considerations—U.S. Federal Income Taxation of Non-U.S. Holders—Redemption of Class A Common Stock,” as applicable, for additional information. All Holders considering the exercise of their redemption rights should consult with, and rely solely upon, their own tax advisors with respect to the U.S. federal income tax consequences of exercising such redemption rights.

Because the Domestication will occur immediately prior to the redemption of Class A Common Stock from U.S. Holders that exercise their redemption rights, such U.S. Holders will be subject to the potential tax consequences of the Domestication, including the effects of Section 367(b) of the Code and the application of the PFIC rules to the Domestication. The tax considerations for U.S. Holders with respect to the Domestication are discussed more fully below under the caption “Material U.S. Federal Income Tax Considerations—U.S. Federal Income Taxation of U.S. Holders.”

All Holders of TPG Pace Public Securities considering exercising their redemption rights are urged to consult with, and rely solely upon, their tax advisors with respect to the potential tax consequences to them of the exercise of their redemption rights and of the Domestication.

 

Q:	What happens to the funds deposited in the trust account after consummation of the Business Combination?

 

A:

Following the closing of our initial public offering, an amount equal to $450,000,000 ($10.00 per unit) of the net proceeds from our initial public offering and the sale of the private placement units was placed in the Trust Account. As of December 31, 2020, funds in the Trust Account totaled approximately $450 million and were held in U.S. treasury securities. These funds will remain in the Trust Account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (i) the completion of a business combination (including the closing of the Business Combination) or (ii) the redemption of all of the public shares if we are unable to complete a business combination by October 9, 2022 (unless such date is extended in accordance with the Existing Governing Documents), subject to applicable law.

If our initial business combination is paid for using equity or debt securities or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions or purchases of the public shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of Nerdy Inc., the payment of principal or interest due on indebtedness incurred in completing our Business Combination, to fund the purchase of other companies or for working capital. See “Summary of the Proxy Statement/Prospectus—Sources and Uses of Funds for the Business Combination.”

 

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Q:	What happens if a substantial number of the public shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

 

A:

Our public shareholders are not required to vote “FOR” the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public shareholders are reduced as a result of redemptions by public shareholders.

In no event will TPG Pace redeem public shares in an amount that would cause our net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement and the PIPE Financing.

Additionally, as a result of redemptions, the trading market for the Class A Common Stock may be less liquid than the market for the public shares was prior to consummation of the Business Combination and we may not be able to meet the listing standards for NYSE or another national securities exchange.

 

Q:	When do you expect the Business Combination to be completed?

 

A:

It is currently expected that the Business Combination will be consummated in the second quarter of 2021. This date depends, among other things, on the approval of the proposals to be put to TPG Pace shareholders at the extraordinary general meeting. However, such extraordinary general meeting could be adjourned if the Adjournment Proposal is adopted by our shareholders at the extraordinary general meeting and we elect to adjourn the extraordinary general meeting to a later date or dates to consider and vote upon a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates (A) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to TPG Pace shareholders or, if as of the time for which the extraordinary general meeting is scheduled, there are insufficient TPG Pace ordinary shares represented (either in person, virtually, or by proxy) to constitute a quorum necessary to conduct business at the extraordinary general meeting, (B) in order to solicit additional proxies from TPG Pace shareholders in favor of one or more of the proposals at the extraordinary general meeting or (C) if TPG Pace shareholders have elected to redeem an amount of public shares such that the Minimum Available Cash Condition would not be satisfied. For a description of the conditions for the completion of the Business Combination, see “Business Combination Proposal—Conditions to Closing of the Business Combination.”

 

Q:	What happens if the Business Combination is not consummated?

 

A:

TPG Pace will not complete the Domestication to Delaware unless all other conditions to the consummation of the Business Combination have been satisfied or waived by the parties in accordance with the terms of the Business Combination Agreement. If TPG Pace is not able to consummate the Business Combination with Nerdy nor able to complete another business combination by October 9, 2022, in each case, as such date may be extended pursuant to our Existing Governing Documents, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and the TPG Board, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable laws.

 

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Q:	Do I have appraisal rights in connection with the proposed Business Combination and the proposed Domestication?

 

A:	Neither our shareholders nor our warrant holders have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.

 

Q:	What do I need to do now?

 

A:

We urge you to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety and to consider how the Business Combination will affect you as a shareholder and/or warrant holder. Our shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

 

Q:	How do I vote?

 

A:

If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, and were a holder of record of ordinary shares on                , 2021, the record date for the extraordinary general meeting, you may vote with respect to the proposals in person or virtually at the extraordinary general meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. For the avoidance of doubt, the record date does not apply to TPG Pace shareholders that hold their shares in registered form and are registered as shareholders in TPG Pace’s register of members. All holders of shares in registered form on the day of the extraordinary general meeting are entitled to vote at the extraordinary general meeting.

 

Q:	If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

 

A:

No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal. If you decide to vote, you should provide instructions to your broker, bank or other nominee on how to vote in accordance with the information and procedures provided to you by your broker, bank or other nominee.

 

Q:	When and where will the extraordinary general meeting be held?

 

A:	The extraordinary general meeting will be held on                , 2021 at                 local time at the offices of Vinson & Elkins L.L.P., located at 1114 Avenue of the Americas, 32nd Floor, New York, NY 10036, unless the extraordinary general meeting is adjourned.

 

Q:	How will the COVID-19 pandemic impact in-person voting at the General Meeting?

 

A:

We intend to hold the extraordinary general meeting in person. However, we are sensitive to the public health and travel concerns our shareholders may have and recommendations that public health officials may issue in light of the evolving coronavirus (“COVID-19”) situation. As a result, we may impose additional procedures or limitations on meeting attendees. We plan to announce any such updates in a press release filed with the SEC and on our proxy website at https://www.cstproxy.com/tpgpacetechopportunities/2021, and we encourage you to check this website prior to the meeting if you plan to attend.

 

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Q:	What impact will the COVID-19 Pandemic have on the Business Combination?

 

A:

Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the impact of COVID-19 on the business of TPG Pace and Nerdy, and there is no guarantee that efforts by TPG Pace and Nerdy to address the adverse impacts of the coronavirus will be effective. The extent of such impact will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus and actions taken to contain the coronavirus or its impact, among others. If TPG Pace or Nerdy is unable to recover from a business disruption on a timely basis, the Business Combination and Nerdy Inc.’s business, financial condition and results of operations following the completion of the Business Combination would be adversely affected. The Business Combination may also be delayed and adversely affected by COVID-19 and become more costly. Each of TPG Pace and Nerdy may also incur additional costs to remedy damages caused by any such disruptions, which could adversely affect its financial condition and results of operations.

 

Q:	Who is entitled to vote at the extraordinary general meeting?

 

A:

We have fixed                , 2021 as the record date for the extraordinary general meeting. If you were a shareholder of TPG Pace at the close of business on the record date, you are entitled to vote on matters that come before the extraordinary general meeting. However, a shareholder may only vote his or her shares if he or she is present in person or is represented by proxy at the extraordinary general meeting.

 

Q:	How many votes do I have?

 

A:

TPG Pace shareholders are entitled to one vote at the extraordinary general meeting for each TPG Pace ordinary share held of record as of the record date. As of the close of business on the record date for the extraordinary general meeting, there were 56,250,000 TPG Pace ordinary shares issued and outstanding, of which 45,000,000 were issued and outstanding public shares.

 

Q:	What constitutes a quorum?

 

A:

A quorum of TPG Pace shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if one or more shareholders who together hold not less than a majority of the issued and outstanding ordinary shares entitled to vote at the extraordinary general meeting are represented in person or by proxy at the extraordinary general meeting. As of the record date for the extraordinary general meeting, 28,125,000 TPG Pace ordinary shares would be required to achieve a quorum.

 

Q:	What vote is required to approve each proposal at the extraordinary general meeting?

 

A:	The following votes are required for each proposal at the extraordinary general meeting:

 

(i)

Business Combination Proposal: The approval of the Business Combination Proposal requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

 

(ii)

Domestication Proposal: The approval of the Domestication Proposal requires a special resolution, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

 

(iii)

Charter Proposal: The approval of the Charter Proposal requires a special resolution, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

 

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(iv)

Governing Documents Proposals: The separate approval of each of the Governing Documents Proposals require, on a non-binding advisory basis, an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

 

(v)

Director Election Proposal: The approval of the Director Election Proposal requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

 

(vi)

NYSE Proposal: The approval of the NYSE Proposal requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

 

(vii)

Equity Incentive Plan Proposal: The approval of the Equity Incentive Plan Proposal requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

 

(viii)

Adjournment Proposal: The approval of the Adjournment Proposal requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

As of the record date, TPG Pace had 56,250,000 TPG Pace ordinary shares issued and outstanding. TPG Pace shareholders are entitled to one vote at the extraordinary general meeting for each ordinary share held of record as of the record date.

Assuming all holders that are entitled to vote on such matter vote all of their TPG Pace ordinary shares in person or by proxy,                shares will need to be voted in favor of each of the Business Combination Proposal, the Director Election Proposal, the NYSE Proposal, the Equity Incentive Plan Proposal and the Adjournment Proposal.

Assuming all holders that are entitled to vote on such matter vote all of their TPG Pace ordinary shares in person or by proxy,                shares will need to be voted in favor of each of the Domestication Proposal and the Charter Proposal, in order to approve the Domestication Proposal and the Charter Proposal.

 

Q:	What are the recommendations of the TPG Pace Board?

 

A:

The TPG Pace Board believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of TPG Pace and its shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” the Charter Proposal, “FOR” each of the separate Governing Documents Proposals, “FOR” the Director Election Proposal, “FOR” the NYSE Proposal, “FOR” the Equity Incentive Plan Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting.

The existence of financial and personal interests of one or more of TPG Pace’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of TPG Pace and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, TPG Pace’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal—Interests of TPG Pace’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

 

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Q:	How do Sponsor and the other TPG Pace Initial Shareholders intend to vote their shares?

 

A:

Unlike some other blank check companies in which the TPG Pace Initial Shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, the TPG Pace Initial Shareholders have agreed to vote all their shares in favor of all the proposals being presented at the extraordinary general meeting. As of the date of this proxy statement/prospectus, the TPG Pace Initial Shareholders own approximately 20% of the issued and outstanding TPG Pace ordinary shares.

At any time at or prior to the Business Combination, during a period when they are not then aware of any material nonpublic information regarding us or our securities, the TPG Pace Initial Shareholders, Nerdy and/or their directors, officers, advisors or respective affiliates may purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the Condition Precedent Proposals. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record or beneficial holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the TPG Pace Initial Shareholders, Nerdy and/or their directors, officers, advisors or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that (i) the Business Combination Proposal, the Director Election Proposal, the NYSE Proposal, the Equity Incentive Plan Proposal and the Adjournment Proposal are approved by the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter (ii) the Domestication Proposal and the Charter Proposal are approved by the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter, (iii) otherwise limit the number of public shares electing to redeem and (iv) Nerdy Inc.’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) being at least $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement, the PIPE Financing and the forward purchases.

Entering into any such arrangements may have a depressive effect on the TPG Pace ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he or she owns, either at or prior to the Business Combination.

If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved. We will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the extraordinary general meeting or the redemption threshold.

Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

 

Q:	What interests do the TPG Pace Initial Shareholders and TPG Pace’s other current officers and directors have in the Business Combination?

 

A:	The TPG Pace Initial Shareholders, certain members of the TPG Pace Board and certain TPG Pace officers have interests in the Business Combination that are different from or in addition to (and which may conflict

 

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with) your interests. You should take these interests into account in deciding whether to approve the Business Combination. These interests include:

 

•

the fact that the TPG Pace Initial Shareholders and TPG Pace directors and officers have agreed not to redeem any TPG Pace ordinary shares held by them in connection with a shareholder vote to approve a proposed initial business combination;

 

•

the fact that our Sponsor paid an aggregate of $25,000 for the Founder Shares and such securities will have a significantly higher value at the time of the Business Combination which, if unrestricted and freely tradable, would be valued at approximately $                , resulting in a theoretical gain of $                , but, given the restrictions on such shares, TPG Pace believes such shares have less value. If the Business Combination is not consummated, our Sponsor will lose the theoretical gain of $                 based on the Trust Account balance as of                 , 2021;

 

•

the fact that the TPG Pace Initial Shareholders and TPG Pace directors and officers have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if TPG Pace fails to complete an initial business combination by October 9, 2022 resulting in a loss of approximately $                ;

 

•

the fact that our Sponsor paid an aggregate of $11,000,000 for its 7,333,333 private placement warrants to purchase Class A Shares and that such private placement warrants will expire worthless if a business combination is not consummated by October 9, 2022;

 

•

the fact that up to an aggregate amount of $1,500,000 of any amounts outstanding under any working capital loans made by our Sponsor or any of its affiliates to TPG Pace may be converted into warrants to purchase Class A Shares at a price of $1.50 per warrant at the option of the lender;

 

•

the fact that TPG Pace’s officers and directors, other than TPG Pace’s Independent Directors, collectively own, directly or indirectly, a material interest in our Sponsor;

 

•

the fact that all of TPG Pace’s officers and directors are expected to purchase forward purchase securities under the Forward Purchase Agreements in an amount equal to $8.825 million in the aggregate;

 

•

the anticipated designation of each of Greg Mrva, TPG Pace’s President, and Kathleen Phillips, a director of TPG Pace, as a director of Nerdy Inc. following the Business Combination and the designation of Karl Peterson, TPG Pace’s Chairman, as a board observer;

 

•

the continued indemnification of TPG Pace existing directors and officers under the Articles of Association and the continuation of TPG Pace’s directors’ and officers’ liability insurance after the Business Combination;

 

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the appointment of TPG Capital BD, an affiliate of our Sponsor and TPG Pace (and for which Julie Hong Clayton, one of TPG Pace’s existing directors, acts as a FINRA-registered representative), as a “Capital Markets Advisor” to TPG Pace in connection with the Business Combination, and the related fees payable to TPG Capital BD for its services;

 

•

the fact that our Sponsor and TPG Pace’s officers and directors will lose their entire investment of approximately $11,000,000 in TPG Pace and will not be reimbursed for any out-of-pocket expenses (of which approximately $                 is owed as of the date hereof) if an initial business combination is not consummated by October 9, 2022. Prior to the TPG Pace IPO, on August 12, 2019, TPG Pace Sponsor purchased 20,000,000 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.001 per share (as compared to the $10.00 per share price being used to determine the number of shares of Common Stock being issued to the Existing Nerdy Holders as consideration in the Business Combination or at which the PIPE Investors have agreed to purchase Class A Common Stock). On October 2, 2020, TPG Pace Sponsor transferred 40,000 Founder Shares to each of TPG Pace’s Independent Directors at a purchase price of approximately $0.002 per share and forfeited 7,062,500

 

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Founder Shares for no consideration. Subsequent to the closing date of the TPG Pace IPO, 1,687,500 Founder Shares were forfeited because the underwriters’ over-allotment was not exercised in full within 45 days after the TPG Pace IPO. Following the forfeiture, TPG Pace Sponsor held 11,090,000 Founder Shares and each of TPG Pace’s four independent directors held 40,000 Founder Shares. Additionally, our Sponsor purchased 7,333,333 Private Placement Warrants to purchase Class A Shares simultaneously with the consummation of the TPG Pace IPO for an aggregate purchase price of $11,000,000. The 11,090,000 Founder Shares owned by our Sponsor would have had an aggregate market value of $113,672,500 million based upon the closing price of $10.25 per public share on the NYSE on March 17, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. The 7,333,333 private placement warrants held by our Sponsor would have had an aggregate market value of $11,513,333 million based upon the closing price of $1.57 per public warrant on the NYSE on March 17, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus;

 

•

the fact that if the Trust Account is liquidated, including in the event TPG Pace is unable to complete an initial business combination within the required time period, our Sponsor has agreed to indemnify TPG Pace to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which TPG Pace has entered into an acquisition agreement or claims of any third party for services rendered or products sold to TPG Pace, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account; and

 

•

the terms and provisions of the Related Agreements as set forth in detail under “The Business Combination Agreement and Related Agreements.”

These interests may influence the TPG Pace Board in making their recommendation that you vote in favor of the approval of the Business Combination.

 

Q:	What happens if I sell my TPG Pace ordinary shares before the extraordinary general meeting?

 

A:

The record date for the extraordinary general meeting is earlier than the date of the extraordinary general meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your public shares after the applicable record date, but before the extraordinary general meeting, unless you grant a proxy to the transferee, you will retain your right to vote at such general meeting.

 

Q:	May I change my vote after I have mailed my signed proxy card?

 

A:

Yes. Shareholders may send a later-dated, signed proxy card to our secretary at our address set forth below so that it is received by our secretary prior to the vote at the extraordinary general meeting (which is scheduled to take place on                , 2021) or attend the extraordinary general meeting in person and vote. Shareholders also may revoke their proxy by sending a notice of revocation to our secretary, which must be received by our secretary prior to the vote at the extraordinary general meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

 

Q:	What happens if I fail to take any action with respect to the extraordinary general meeting?

 

A:

If you fail to vote with respect to the extraordinary general meeting and the Business Combination is approved by shareholders and the Business Combination is consummated, you will become a stockholder and/or warrant holder of Nerdy Inc. If you fail to vote with respect to the extraordinary general meeting and the Business Combination is not approved, you will remain a shareholder and/or warrant holder of TPG Pace. However, if you fail to vote with respect to the extraordinary general meeting, you will nonetheless be able to elect to redeem your public shares in connection with the Business Combination.

 

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Q:	What should I do if I receive more than one set of voting materials?

 

A:

Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your ordinary shares.

 

Q:	Who will solicit and pay the cost of soliciting proxies for the extraordinary general meeting?

 

A:

TPG Pace will pay the cost of soliciting proxies for the extraordinary general meeting. TPG Pace has engaged Morrow Sodali LLC (“Morrow”) to assist in the solicitation of proxies for the extraordinary general meeting. TPG Pace has agreed to pay Morrow a fee of $32,500, plus disbursements, and will reimburse Morrow for its reasonable out-of-pocket expenses and indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. TPG Pace will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Class A Shares for their expenses in forwarding soliciting materials to beneficial owners of Class A Shares and in obtaining voting instructions from those owners. TPG Pace’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

 

Q:	Where can I find the voting results of the extraordinary general meeting?

 

A:	The preliminary voting results will be announced at the extraordinary general meeting. TPG Pace will publish final voting results of the extraordinary general meeting in a Current Report on Form 8-K within four business days after the extraordinary general meeting.

 

Q:	Who can help answer my questions?

 

A:	If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

Morrow Sodali LLC

470 West Avenue

Stamford, Connecticut 06902

Tel: (800) 662-5200

Banks and brokerage firms: (203) 658-9400

E-mail: pace.info@investor.morrowsodali.com

You also may obtain additional information about TPG Pace from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information; Incorporation by Reference.” If you are a holder of public shares and you intend to seek redemption of your public shares, you will need to deliver your public shares (either physically or electronically) to Continental, TPG Pace’s transfer agent, at the address below prior to the extraordinary general meeting. Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on                , 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company

1 State Street 30th Floor

New York, New York 10004

Attention: Mark Zimkind

E-mail: mzimkind@continentalstock.com

 

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