Nerdy SPAC Presentation Deck slide image

Nerdy SPAC Presentation Deck

Disclaimer General This presentation is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination between TPG Pace Tech Opportunities Corp. ("TPG Pace") and Live Learning Technologies LLC, d/b/a Nerdy, a limited liability company ("Nerdy"). The information contained herein does not purport to be all-inclusive and none of TPG Pace, Nerdy, Barclays Capital Inc., Deutsche Bank Securities or J.P. Morgan Securities LLC, nor any of their respective affiliates nor any of its or their control persons, officers, directors, employees or representatives makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this presentation. Use of Projections This presentation contains financial forecasts prepared by TPG Pace with respect to certain financial metrics of Nerdy, including, but not limited to, revenues, gross profit, enterprise values, operating expenses, Adjusted EBITDA and free cash flow, which are being provided for illustrative purposes only. Neither TPG Pace's nor Nerdy's independent auditors has audited, reviewed, compiled, or performed any procedures with respect to the projections for the purpose of their inclusion in this presentation, and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this presentation. Furthermore, TPG Pace's due diligence review of Nerdy business and financial statements remains ongoing. As a result, because the financial forecasts and projections in this presentation were prepared by TPG Pace and not by the management of Nerdy, 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. Neither TPG Pace nor Nerdy undertakes any commitment to update or revise the projections, whether as a result of new information, future events, or otherwise. In this presentation, certain of the above-mentioned projected information has been repeated (in each case, with an indication that the information is an estimate and is subject to the qualifications presented herein), for purposes of providing comparisons with historical data. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic, and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Accordingly, there can be no assurance that the prospective forecasts are indicative of the future performance of TPG Pace, Nerdy or the combined company after completion of any proposed business combination or that actual results will not differ materially from those presented in the prospective financial information. Inclusion of the prospective financial information in this presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved. 2 Historical Financial Information The historical financial information of Nerdy for 2018 and 2019 in this presentation has either been audited or reviewed by Nerdy's independent registered public accountant in accordance with U.S. GAAP pursuant to private company auditing standards and, in each case, does not conform to Regulation S-X or Public Company Accounting Oversight Board ("PCAOB") standards. Accordingly, such information may not be included in, may be adjusted in or may be presented differently in the proxy statement/prospectus to be filed with the Securities and Exchange Commission (the "SEC"). As the historical financial information of Nerdy included in this presentation is preliminary and unaudited, it is subject to potential revision when prepared and audited in accordance with PCAOB standards. There is no assurance that such revisions will not be material. Forward-Looking Statements This presentation includes "forward-looking statements." Forward-looking statements may be identified by the use of words such as "forecast," "intend," "seek," "target," "anticipate," "believe," "expect," "estimate," "plan," "outlook," "may," "will," "should," "would," "continue," "future," "seem," "potential," "predict" and "project" and ther similar expressions that predict or dicate future events or trends or that are not statements of historical matters. Such forward-looking statements include projected financial information. Such forward-looking statements with respect to revenues, earnings, performance, strategies, prospects, and other aspects of the businesses of TPG Pace, Nerdy, or the combined company after completion of any proposed business combination are based on various assumptions, whether or not identified in this presentation and on current expectations that are subject to risks and uncertainties. A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward-looking statements. These factors include, but are not limited to: (1) the inability to complete the transactions contemplated by the proposed business combination; (2) the inability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, and the ability of the combined business to grow and manage growth profitably; (3) the impact of the COVID-19 pandemic; (4) any inability of Nerdy to adequately protect its intellectual property; (5) any security breaches, loss of data or other disruptions; (6) any loss of key employees, including Nerdy's founder and Chief Executive Officer; (7) effects on TPG Pace's public securities' liquidity and trading; (8) the market's reaction to the proposed business combination; (9) the lack of a market for TPG Pace's securities; (10) TPG Pace's and Nerdy's financial performance following the proposed business combination; (11) costs related to the proposed business combination; (12) changes in applicable laws or regulations; (13) the possibility that TPG Pace or Nerdy may be adversely affected by other economic, business, and/or competitive factors; and (14) other risks and uncertainties indicated from time to time in documents filed or to be filed with the SEC by TPG Pace. TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021
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