Filed by TPG Pace Tech Opportunities Corp.

Pursuant to Rule 425 of the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934

Subject Company: TPG Pace Tech Opportunities Corp.

Commission File No.: 001-39595

 

Q1 2021 Update

2DisclaimerThis Presentation has been prepared by Nerdy (the “Company”) and TPG Pace based in part upon market information and statistics provided by This non-GAAP measure is in addition, and not a substitute for or superior, to measures of financial performance prepared in accordance with various third-party sources, upon which they rely and which it believes to be reliable; however, the accuracy or completeness of any such third- GAAP and should not be considered as an alternative to sales, net income, operating income, cash flows from operations, or any other party information has not been independently verified. The information contained herein does not purport to be all-inclusive and TPG Pace and performance measures derived in accordance with GAAP. Other companies may calculate Adjusted EBITDA (loss) differently, and therefore the Company makes no representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information such measure may not be directly comparable to similarly titled measures of other companies. The Company believes that Adjusted EBITDA contained in this presentation. (including on a forward-looking basis) provides useful supplemental information. The Company’s management uses forward looking non-GAAP measures to evaluate the Company’s projected financial and operating performance, its trends and to compare it against the performance of This presentation contains financial forecasts prepared by TPG Pace for its board prior to the signing of the business combination with respect to other companies. There are, however, a number of limitations related to the use of Adjusted EBITDA and its nearest GAAP equivalents. certain financial metrics of the Company, including, but not limited to, revenues, gross profit, enterprise values, operating expenses and Adjusted EBITDA which are being provided for illustrative purposes only. Neither TPG Pace’s nor the Company’s independent auditors has audited, Please refer to footnotes where presented on each page of this Presentation or to the appendix for a description of Adjusted EBITDA. This reviewed, compiled, or performed any procedures with respect to the projections for the purpose of their inclusion in this presentation, and presentation also includes certain historical and forecasted non-GAAP financial measures. The Company is unable to quantify certain amounts accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this that would be required to be included in the most directly comparable GAAP financial measures without unreasonable effort. Consequently, no presentation. Furthermore, TPG Pace’s due diligence review of the Company’s business and financial statements remains ongoing. As a result, disclosure of estimated comparable GAAP measures is included and no reconciliation of certain historical and forward looking non-GAAP because the financial forecasts and projections in this presentation were prepared by TPG Pace and not by the management of the Company, financial measures is included. these financial forecasts and projections should not be relied upon as being necessarily indicative of future results and may be impacted by findings made in TPG Pace’s due diligence process. This financial forecast was developed in concert by TPG Pace and the Company. Neither This Presentation includes logos or other words or devices that may be registered trademarks of their respective owners. Such use is solely for TPG Pace nor the Company undertakes any commitment to update or revise the projections, whether as a result of new information, future purposes of convenience in referring to the trademark owners and their products/services. This Presentation and its contents are not endorsed, events, or otherwise. sponsored, or affiliated with any trademark owner, other than those associated with the Company.In addition to the financial forecasts referenced above, this Presentation includes certain other forward-looking statements regarding future No Offer or Solicitation performance. Such forward-looking statements, estimates, forecasts, and projections (i) reflect various assumptions concerning future industry This presentation is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy performance, general business, economic and regulatory conditions, market conditions for the Company’s services, and other matters, which any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, assumptions may or may not prove to be correct; (ii) are inherently subject to significant contingencies and uncertainties, many of which are issuance or transfer or securities in any jurisdiction in contravention of applicable law. outside the control of TPG Pace and the Company; and (iii) should not be regarded as a representation by TPG Pace or the Company that such estimates, forecasts, or projections will be achieved. Actual results can be expected to vary and those variations may be material. Accordingly, No offer of securities shall be made except in a transaction exempt from registration under the Securities Act or by means of a prospectus there can be no assurance that the prospective results are indicative of the future performance of the Company or that actual results will not differ meeting the requirements of Section 10 of the Securities Act, and applicable regulations in the Cayman Islands. materially from those presented in the prospective financial information. Legacy Businesses defined as Veritas Prep and First Tutors.Important Information For Investors and ShareholdersFurther, the Company projections exclude or otherwise do not account for the following: (i) non-recurring expenses, including de-SPAC transaction expenses; (ii) the application of new accounting treatments associated with the de-SPAC transaction; (iii) the expense related to Unit In connection with the proposed business combination, TPG Pace has filed a registration statement on Form S-4 and the related proxy Appreciation Rights (“UARs”) held by Nerdy employees which will be converted into Stock Appreciation Rights (“SARs”) in connection with the statement/prospectus with the SEC. Additionally, TPG Pace will file other relevant materials with the SEC in connection with the proposed de-SPAC transaction; and (iv) the impact of any future non-cash compensation changes. Actual results can be expected to vary and those business combination. The materials to be filed TPG Pace with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. variations may be material. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of the Investors and security holders of TPG Pace are urged to read the proxy statement/prospectus and the other relevant materials when they Company or that actual results will not differ materially from those presented in the prospective financial information. become available before making any voting or investment decision with respect to the proposed business combination because they will contain important information about the business combination and the parties to the business combination.In furnishing this Presentation, TPG Pace and the Company undertakes no obligation to provide you with access to any additional information. This Presentation shall not be deemed an indication of the state of affairs of the Company nor shall it constitute an indication that there has been Participants in the Solicitation no change in the business or affairs of the Company since the date hereof.TPG Pace, Nerdy and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies of TPG This presentation includes a presentation of Adjusted EBITDA (loss), which is a non-GAAP financial measure. Adjusted EBITDA (loss) is defined Pace’s shareholders in connection with the proposed business combination. Investors and security holders may obtain more detailed information as net income or net loss, as applicable, before net interest income (expense), taxes, depreciation and amortization expense, non-cash regarding the names, affiliations and interests of certain of TPG Pace’s executive officers and directors in the solicitation by reading the compensation expense and other non-recurring items. registration statement on Form S-4 and the related proxy statement/prospectus filed in connection with the business combination and other relevant materials filed with the SEC in connection with the business combination when they become available. Other information concerning the interests of participants in the solicitation, which may, in some cases, be different than those of their shareholders generally, is set forth in the proxy statement/prospectus.© Nerdy / TPG Pace Tech Opportunities Corp. 2021

• The Company’s purpose-built proprietary platform leverages AI to connect learners of all ages to experts and deliver superior value on is a leading curated both sides of the network direct-to-consumer • Nerdy’s comprehensive learning destination provides learning experiences across 3,000+ platform for learning subjects and multiple formats — including one-on-one instruction, small group classes, and live online large group classes, and adaptive self-study instruction • Nerdy hosted its Analyst day on April 20th link and released Q1 2021 earnings on May 5th link© Nerdy / TPG Pace Tech Opportunities Corp. 20213

4Q1 2020 vs. Q1 2021 PerformanceNerdy Update Total Revenue 1 Online Revenue 2 Gross Margin440+ bps 68% +50% $35 +100% $35 Investment Thesis$23 • Large TAM Ripe for Disruption $17 63% • Leading Direct-to-Consumer Platform for LearningUnit 1Q 2020 1Q 2021 1Q 2020 1Q 2021 1Q 2020 1Q 2021• Attractive EconomicsTPG Pace 2021 Forecast by Quarter8• Scalable Technology Platform• Network Effects and Data Create Deep Competitive Moat ($ in Millions) Q1 2021F Q1 2021A Q2 2021F Q3 2021F Q4 2021F 2021FTotal Revenue $32 $35 $28 $35 $43 $138• Business is at an Inflection Point Gross Profit 22 23 19 24 31 96Net Income (4) (6) 0 (7) 0 (11) Adjusted EBITDA9 (1) (0) (5) (4) 3 (8)• Founder Led, Seasoned Management TeamYoY Growth Rates and Margins:Total Revenue—% YoY Growth 41% 50% 30% 31% 30% 33%• Creating Positive Change % Gross Margin 67% 68% 68% 70% 71% 70%Key Operating Metrics TPG Pace Forecast8($ in Millions) 2018A 2019A 2020A 2021F 2022F 2023F $35M +100% 68% Active Learners (‘000s)3 47 63 87 130 199 284Total Revenue1 Online Revenue Growth2 Gross MarginQ1-21 Q1-21 YoY Growth Q1-21 Online Revenue2 $42 $64 $97 $138 $198 $267Total Revenue1 72 90 104 138 198 267Gross Profit 46 60 69 96 141 193+67% +186% Net Income (25) (22) (25) (11) (14) 1 Adjusted EBITDA9 (21) (14) (9) (8) (3) 14Active Learner Growth3 Online Session Growth4 Q1-21 YoY Growth Q1-21 YoY GrowthYoY Growth Rates and Margins:Active Learners—% YoY Growth 34% 37% 50% 53% 43% Online Revenue—% YoY Growth 54% 51% 42% 43% 35%>3x 68 +64% Total Revenue—% YoY Growth 26% 15% 33% 43% 35%LTV/CAC5 2020 Paid Learner Avg. NPS Score6 Aided Brand Awareness7 % Gross Margin 63% 66% 66% 70% 71% 72%Note: Please refer to page 5 for detailed footnotes.© Nerdy / TPG Pace Tech Opportunities Corp. 2021

5Nerdy Update (cont’d)COVID Impact and Recovery LTV Expansion102020 2021 and Beyond LTV expansion driven by multi-format 1Q 2Q engagement and higher consumption+13%11 +24%11Created Short Term Challenges Headwinds Turn to Tailwinds Recent cohorts’ initial LTV significantlySome schools went to optional grading, We expect consumer need for supplemental higher than historical periods LTV LTV many standardized tests and professional help to grow as students look to catch up Net Net exams were suspended, which led to academically. Standardized and professional 2H 2020 Cohorts surpassed in one declines in demand for our solutions testing resumes quarter the LTV of the same 2019 cohorts after five quarters Elapsed Quarters Elapsed QuartersAccelerated Trend Toward OnlineQ3 2020 and Q4 2020 demonstrate 3Q 4Q We Responded with Innovation Consumers realized superior convenience, expansion durability quality and value of online experience vs. +38%11 +28%11 We finished our transition to delivering live offline instruction 100% online. Invested in new LTV LTV products & integrated learning formats into States Reopening Net Net single destination. Improved unit level Growth in “open” states accelerated at higher economics and free cash flow rates than states still predominantly using online or hybrid learning. Reopening expected 2019 2020Elapsed Quarters Elapsed Quarters to act as a growth catalyst 1Q 2021 Momentum Peer Trading Metrics13Active Learners3 Online Sessions4 Sessions Taught(‘000s) (‘000s) Per Active Expert12 Enterprise Value / Share Enterprise Revenue Gross Profit Revenue Growth Gross Margin (%) EBITDA+60%+67% +186% Price Value 2021E 2022E 2021E 2022E 2021E 2022E 2023E 2021E 2022E 2023E 2021E 2022E 2023EQ1-21 YoY GrowthQ1-21 YoY Growth Q1-21 YoY Growth Chegg $83.18 $11,561 14.5x 11.9x 21.2x 17.1x 27% 22% 19% 69% 70% 71% $278 $348 $457 Fiverr 191.67 7,532 26.1x 19.3x 31.2x 23.1x 54% 35% 26% 84% 84% 84% 22 62 96 Coursera 45.65 6,697 18.5x 14.6x 34.6x 26.8x 23% 27% 23% 54% 54% 56% (55) (53) (42)Peer Average 19.7x 15.3x 29.0x 22.3x 35% 28% 23% 69% 69% 70%Nerdy $10.53 $1,503 10.9x 7.6x 15.6x 10.6x 33% 43% 35% 70% 71% 72% ($8) ($3) $14Note: Please refer to the last page for detailed footnotes.© Nerdy / TPG Pace Tech Opportunities Corp. 20215

6Non-GAAP Reconciliations (unaudited)14$ in Millions Q1 2019 Q2 2019 Q3 2019 Q4 2019 Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 Net Income $(5) $(4) $(8) $(6) $(8) $(4) $(8) $(5) $(6) Interest Income / Expense, Net001111111 Taxes00(0)000(0)00 Depreciation & Amortization111112222 Non-Cash Compensation Expense100100001 Non-Recurring Items14——————122 Adjusted EBITDA $(3) $(3) $(6) $(3) $(5) $(1) $(3) $0 $(0)Footnotes1. Q1 2021 total revenue shown on U.S. GAAP basis. 7. Survey of general population, 1,000 Parents of K-12 learners. Conducted by Halsted Strategy Group, Nov 2020.2. Online learning format revenue, defined as one-on-one online revenue and online group classes revenue and excludes in-person revenue. Transition to 100% online was completed 8. Forecast (“F”) excludes or otherwise does not account for the following: (i) non-recurring expenses, including de-SPAC transaction expenses; (ii) the application of new accounting in April 2020. treatments associated with the de-SPAC transaction; (iii) the expense related to Unit Appreciation Rights (“UARs”) held by Nerdy employees which will be converted into Stock Appreciation Rights (“SARs”) in connection with the de-SPAC transaction; and (iv) the impact of any future non-cash compensation changes. 3. Active Learners defined as the unique number of learners attending a paid online one-on-one session or a paid online class in a given period. Amounts exclude Legacy Businesses and VT+. 9. Adjusted EBITDA excludes Non-Cash Compensation Expense and other Non-Recurring Items. Adjusted EBITDA is a non-GAAP financial measure.4. Online Sessions are defined as the number of online one-on-one sessions and the number of paid online group class attendees in a given period. Amounts exclude Legacy 10. Total Net Sales Lifetime Value (“LTV”) defined as new one-on-one customer cohort actual spend for historical months, multiplied by average net sales gross margin rate. Businesses and VT+.11. Percentage change represents most mature quarter LTV of the 2020 cohort as compared to the same quarter of the 2019 cohort.5. Total Net Sales Lifetime Value (“LTV”) defined as new one-on-one customer cohort actual spend for historical months and forecasted revenue for future periods, minus actual and 12. Sessions Taught per Active Expert is defined as the number of one-on-one sessions and the number of paid online group classes per active Expert in a given period. Active Expert forecasted cost of goods sold, extrapolating full-quarter trends since transition to 100% online and launch of multi-learning destination strategy. Customer Acquisition Cost (“CAC”) defined as having instructed one or more sessions in a given period. Amounts exclude Legacy Businesses and VT+. defined as Q4-20 “Sales & Marketing Expense” to acquire a new customer, excluding test marketing spend, defined as marketing expense for free classes, School at Home, television and test marketing, and excluding payroll or outside consultant expenses. Amounts exclude Legacy Businesses and VT+. Net sales is a non-GAAP measure representing client 13. Source for third-party information: SEC filings, Wall Street research, S&P Capital IQ as of 5/4/2021. purchases inclusive of payments due within 30 days minus refunds recorded during the period, a close proxy for cash receipts from customers. 14. Non-recurring items in 2020 are related to a recorded loss for an office sublease and transaction related costs. 2021 includes one-time non-recurring items related to the expected 6. Net Promoter or Net Promoter Score is the percentage of customers rating their likelihood to recommend a company, a product, or a service to a friend or colleague as 9 or 10 minus forgiveness of a Promissory loan and transaction related costs. the percentage rating this at 6 or below on a scale from 0 to 10. Varsity Tutors client trigger-based NPS survey data, Q1-Q4 2020; n=700. Note: Quarterly information is unaudited.© Nerdy / TPG Pace Tech Opportunities Corp. 202161