This Amendment No. 1 to the Tender Offer Statement on Schedule TO (this
“Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed by Nerdy Inc., a Delaware corporation (the “Company,” “us” or “we”), with the Securities and Exchange Commission (the
“SEC”) on August 21, 2023 (such statement filed on August 21, 2023, the “Original Schedule TO” and, as amended and supplemented from time to time, the “Schedule TO”), and relates to an offer by the Company to
each holder of the Public Warrants (as defined below) to receive 0.250 shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of the Company in exchange for each outstanding Public Warrant of
the Company tendered by the Public Warrant Holders (as defined in the Prospectus/Offer to Exchange) and exchanged pursuant to the offer (the “Offer”). The Offer is made upon and subject to the terms and conditions set forth in the
Prospectus/Offer to Exchange that is included in the registration statement on Form S-4 declared effective by the SEC on September 13, 2023 (the “Prospectus/Offer to Exchange”), a copy of which
is attached hereto as Exhibit (a)(1)(A). Except as otherwise stated herein, the information set forth in the Original Schedule TO and each of the exhibits thereto is unchanged.
Concurrently with the Offer, we are also soliciting consents (the “Consent Solicitation”) from the Public Warrant Holders, to amend
the warrant agreement, dated as of October 9, 2020 (the “Warrant Agreement”), by and between the Company (f/k/a TPG Pace Tech Opportunities Corp., a Cayman Islands exempted company (“TPG”) before our business combination
(the “Business Combination”)) and Continental Stock Transfer & Trust Company, as warrant agent, with respect to certain terms of the Public Warrants (the “Public Warrant Amendment”). In addition, all holders of the
Private Placement Warrants (as defined in the Prospectus/Offer to Exchange) and Private Placement Class B Warrants (as defined in the Prospectus/Offer to Exchange) have agreed to consent to amend the Warrant Agreement with respect to certain
terms of the Private Placement Warrants and Private Placement Class B Warrants (the “Private Placement Warrant Amendment”, together with the Public Warrant Amendment, the “Warrant Amendment”).
The Warrant Amendment will require that each Public Warrant that is outstanding upon the closing of the Offer be mandatorily exchanged for
0.2250 shares of Class A Common Stock, which is a ratio 10% less than the exchange ratio applicable to the Offer, and that each Private Placement Warrant and Private Placement Class B Warrant that is outstanding upon the closing of the
Offer be automatically exchanged or exercised, on a cashless basis, into shares of our (i) Class A Common Stock or (ii) OpCo Units (as defined in the Prospectus/Offer to Exchange) and shares of Class B Common Stock (as defined in
the Prospectus/Offer to Exchange), respectively, at the same exchange ratio as the Public Warrants in the Offer. Pursuant to the Warrant Agreement, which governs all of the Warrants, amendments made to the terms of the Public Warrants, including the
proposed Public Warrant Amendment, require the vote or written consent of holders of at least 50% of the number of the then outstanding Public Warrants, and solely with respect to any amendment to the terms of the Private Placement Warrants,
including the proposed Private Placement Warrant Amendment, the vote or written consent of at least 50% of the number of the then outstanding Private Placement Warrants and Private Placement Class B Warrants, collectively.
Parties representing approximately 58% of the Public Warrants have agreed to tender their Warrants in the Offer and to consent to the Warrant
Amendment in the Consent Solicitation pursuant to certain tender and support agreements with us. Accordingly, if the other conditions described herein are satisfied or waived, the Warrant Amendment will be adopted.
This Amendment No. 1 is being filed to update Item 12 of the Schedule TO to include the final Prospectus/Offer to Exchange which relates
to the Form S-4 registration statement declared effective by the SEC on September 13, 2023. Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged
and is incorporated herein by reference to the extent relevant to the items in this Amendment.
Capitalized terms used but not defined
herein have the respective meanings ascribed to them in the Schedule TO. You should read this Amendment together with the Schedule TO, the Prospectus/Offer to Exchange and the Letter of Transmittal, a copy of which is attached hereto as Exhibit
(a)(1)(B).