TPG Pace Tech Opportunities Corp.

A special meeting called for one purpose, with the notice expressly barring any other business, is a board treating the split as urgent rather than routine — the usual driver being a Nasdaq or NYSE minimum-bid deficiency. On a 127.0 million share count that also fixes the arithmetic of the post-split float. For TPG Pace's track record this is the outcome line: the vehicle closed, and the successor is now consolidating its shares.

This is the preliminary version of the proxy filed definitively on July 13, 2026, where the share counts were completed at 127,041,917 Class A and 63,730,417 Class B. The substance is unchanged: a single-item ballot to cure an NYSE minimum average price deficiency, with no alternative proposal offered. For former PACE holders the meeting is effectively a vote on whether the listing survives, since the exchange's cure period for a price deficiency is finite and a split is the only mechanical remedy.

Consenting is the price of tendering, and the amendment is what actually clears the warrants: it would mandatorily exchange every Public Warrant still outstanding at the close of the offer at 0.2250 shares, a ratio the filing itself calls 10% less than the offer. As of August 14, 2023 there were 19,333,333 warrants outstanding — 12,000,000 Public, 5,281,469 Private Placement and 2,051,864 Private Placement Class B — and holders of roughly 95% of the private placement classes have already agreed to consent. The public amendment needs at least 50% of the outstanding Public Warrants.

The extraordinary general meeting is fixed at 10:00 a.m. local time on September 14, 2021, held both at the offices of Vinson & Elkins L.L.P. in New York and virtually, so a holder has a date to plan a redemption election around. The filing states plainly that Nerdy Inc. will be governed by materially different governance documents than TPG Pace and directs holders to a comparison section — the change of governing documents is presented as part of the deal rather than as a formality.

Five amendments in, the meeting still has no date, so nothing in this version lets a TPG Pace shareholder compute a redemption deadline from the document. It is marked preliminary and subject to completion, meaning the registrant may not sell the securities described until the registration statement is declared effective. A holder is being asked to approve a combination whose timetable is still open at the fifth revision of the registration statement.

The operating business stays in a separate vehicle: the public company is the domesticated Delaware corporation, Nerdy Inc., while Nerdy itself continues as OpCo after the Merger, so a holder is buying into a holding structure rather than a straight absorption of the target. TPG Pace's Class A Shares and Class F Founder Shares are both dealt with in the Domestication before the effective time. Four amendments in, the meeting still has neither a date nor a time, so no redemption deadline can be read from this version.

The target stays a separate operating vehicle: Nerdy following the Merger is referred to as OpCo, so the structure puts a holding company over an LLC rather than absorbing it, and a public holder's economics run through that layer. The extraordinary general meeting has no date — it is to be held at the offices of Vinson & Elkins L.L.P. in New York and virtually, at a local time left blank. The filing also states that Nerdy Inc. will be governed by materially different governance documents than TPG Pace.

The document is still preliminary and subject to completion at its second amendment, and the meeting date and time remain blank, so nothing here fixes a redemption deadline for a TPG Pace holder. The structure leaves the operating business in OpCo with the listed company above it, and the Domestication converts both the Class A Shares and the Class F Founder Shares of the Cayman company into stock of the Delaware corporation before the merger takes effect.

The sponsor's economics are adjusted in both directions inside a single line: of the Class A total, 45,000,000 are public shares converting, 11,250,000 are Class F shares converting, and a net 633,250 comes from 3,750,000 additional shares issued so that Class F holders keep their relative percentage after the Forward Purchase Agreements, offset by 3,116,750 shares forfeited in the combination. The private placement warrants are cut by a forfeiture of 2,444,444, while 2,444,444 new Nerdy warrants are issued to Nerdy's equityholders.

The 750,000 net figure hides two large offsetting moves: 3,750,000 additional Class A shares are issued so Nerdy Class F holders keep their relative interest after the Forward Purchase Agreements, offset by 3,000,000 shares forfeited in connection with the business combination. The sponsor's warrant position also shrinks — 2,444,444 private placement warrants are forfeited and an equal number issued to Nerdy equity holders instead. Pricing for the fee uses NYSE averages of $10.19 per Class A ordinary share on March 16, 2021 and $1.56 per public warrant on March 12, 2021.

What changed: Nerdy Inc. filed a supplement to the definitive proxy statement it filed on July 13, 2026 relating to the special meeting to be held virtually on August 13, 2026, at which stockholders vote on the reverse stock split of the Class A common stock. The supplement is dated July 15 and no filing fee is required. The explanatory note states it supplements rather than replaces the proxy statement, which remains the operative document for the meeting. Why it matters: A supplement issued two days after a definitive proxy on a single-item ballot points to a correction or an added disclosure on the reverse split itself, which is the only matter before the meeting. That vote is the company's route back into NYSE compliance after its March 2026 notice, so anything altering the disclosure around the ratio or its effects goes directly to what former PACE holders are approving. The supplement should be read alongside, not instead of, the July 13 proxy statement.

What changed: Nerdy Inc. appointed Kyle Callaway, 42, as Chief Accounting Officer effective July 10, 2026. He has been Controller since January 2021, was promoted to Vice President in 2022, and led the company's accounting and reporting through its going-public process. He reports to Chief Financial Officer Atul Bagga. He was previously Senior Director of Technical Accounting and Reporting at Post Holdings from November 2017 to January 2021 and spent ten years at PricewaterhouseCoopers. No arrangements, family relationships or Item 404(a) transactions are disclosed. Why it matters: An internal promotion of the person who already ran the accounting function through the de-SPAC process is continuity rather than change, which matters at a company simultaneously asking stockholders to approve a reverse stock split to cure an NYSE price deficiency. No trust, redemption or deadline is affected. The appointment does confirm the finance organisation is stable while the listing question is resolved, which is more than several of its cohort peers can say.