Nerdy SPAC Presentation Deck
INSTONO
Illustrative Fully Diluted Share Count
8
Share count in millions
PACE Public IPO Shares
PACE Public / FPA Warrants (1,2,3)
FPA Shares
PIPE Shares
PACE Sponsor Shares
Nerdy Existing Shareholders Shares (4)
Private Warrants(1,5)
Seller/Sponsor Earnouts (6,7,8)
Total
$10.00 $11.00 $12.00
45.0
45.0
45.0
0.5
16.0
15.0
8.0
86.2
0.3
2.7
173.7
16.0
15.0
8.0
86.2
170.2
16.0
15.0
8.0
86.2
170.2
Illustrative Share Price
$13.00 $14.00 $15.00
45.0
45.0
45.0
2.1
1.4
2.8
16.0
16.0
16.0
15.0
15.0
15.0
8.0
8.0
8.0
86.2
86.2
86.2
0.8
1.3
1.7
2.7
5.3
5.3
175.1
179.0
180.0
1. Assumes treasury share method for public, FPA, and private warrants.
9.0 million public warrants issued as part of PACE IPO with strike price of $11.50 and redemption price of $18.00.
3.0 million FPA warrants to be issued with strike price of $11.50 and redemption price of $18.00.
Includes unvested employee options and equity awards.
7.3 million private warrants issued as part of PACE IPO with a strike price of $11.50
Earn-out Shares Tranche 1 - If closing sales price equals or exceeds $12.00 for 20 trading day out of 30 consecutive Trading Days prior to 5 years following closing, 1.33 million Seller Earnout shares and 1.33 million Sponsor Earnout shares will vest immediately.
Earn-out Shares Tranche 2 - If closing sales price equals or exceeds $14.00 for 20 trading day out of 30 consecutive Trading Days prior to 5 years following closing, 1.33 million Seller Earnout shares and 1.33 million Sponsor Earnout shares will vest immediately.
Earn-out Shares Tranche 3 - If closing sales price equals or exceeds $16.00 for 20 trading day out of 30 consecutive Trading Days prior to 5 years following closing, 1.33 million Seller Earnout shares and 1.33 million Sponsor Earnout shares will vest immediately..
$16.00
45.0
3.4
16.0
15.0
8.0
86.2
2.1
8.0
183.6
$17.00
45.0
3.9
16.0
15.0
8.0
86.2
2.4
8.0
184.4
$18.00
45.0
4.3
16.0
15.0
8.0
86.2
2.6
8.0
185.2
74
TPG nerdy
PACE
TECH OPPORTUNITIES
Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021View entire presentation