NRDY

SEC source: 0001567619-21-017580 · doc1.xml · nonDerivative · entry 7

LIGHT STREET CAPITAL MANAGEMENT, LLC · CIK 0001569049 · 10% owner

Light Street Mercury Master Fund, L.P. · CIK 0001723642 · 10% owner

Kacher Glen Thomas · CIK 0001723534 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 135,893

F7 · price: This price reflects the weighted average purchase price for open-market purchases of Shares made by the Reporting Persons on September 22, 2021 within a $1.00 range. The actual prices for these transactions range from $13.44 to $13.49, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares purchased at each separate price.

F3 · ownership.direct: These Shares are held directly for the account of Light Street Halo, L.P. ("Halo"), and indirectly by LSCM and Mr. Kacher.

F4 · ownership.direct: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F3 · ownership.nature: These Shares are held directly for the account of Light Street Halo, L.P. ("Halo"), and indirectly by LSCM and Mr. Kacher.

F4 · ownership.nature: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0001567619-21-017580 · doc1.xml · nonDerivative · entry 6

LIGHT STREET CAPITAL MANAGEMENT, LLC · CIK 0001569049 · 10% owner

Light Street Mercury Master Fund, L.P. · CIK 0001723642 · 10% owner

Kacher Glen Thomas · CIK 0001723534 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 720,309

F7 · price: This price reflects the weighted average purchase price for open-market purchases of Shares made by the Reporting Persons on September 22, 2021 within a $1.00 range. The actual prices for these transactions range from $13.44 to $13.49, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares purchased at each separate price.

F2 · ownership.direct: These Shares are held directly for the account of Light Street Tungsten Master Fund, L.P. ("Tungsten"), and indirectly by LSCM and Mr. Kacher.

F4 · ownership.direct: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F2 · ownership.nature: These Shares are held directly for the account of Light Street Tungsten Master Fund, L.P. ("Tungsten"), and indirectly by LSCM and Mr. Kacher.

F4 · ownership.nature: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0001567619-21-017580 · doc1.xml · nonDerivative · entry 5

LIGHT STREET CAPITAL MANAGEMENT, LLC · CIK 0001569049 · 10% owner

Light Street Mercury Master Fund, L.P. · CIK 0001723642 · 10% owner

Kacher Glen Thomas · CIK 0001723534 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 135,276

F6 · price: This price reflects the weighted average purchase price for open-market purchases of Shares made by the Reporting Persons on September 22, 2021 within a $1.00 range. The actual prices for these transactions range from $12.43 to $13.36, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares purchased at each separate price.

F3 · ownership.direct: These Shares are held directly for the account of Light Street Halo, L.P. ("Halo"), and indirectly by LSCM and Mr. Kacher.

F4 · ownership.direct: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F3 · ownership.nature: These Shares are held directly for the account of Light Street Halo, L.P. ("Halo"), and indirectly by LSCM and Mr. Kacher.

F4 · ownership.nature: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0001567619-21-017580 · doc1.xml · nonDerivative · entry 4

LIGHT STREET CAPITAL MANAGEMENT, LLC · CIK 0001569049 · 10% owner

Light Street Mercury Master Fund, L.P. · CIK 0001723642 · 10% owner

Kacher Glen Thomas · CIK 0001723534 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 716,811

F6 · price: This price reflects the weighted average purchase price for open-market purchases of Shares made by the Reporting Persons on September 22, 2021 within a $1.00 range. The actual prices for these transactions range from $12.43 to $13.36, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares purchased at each separate price.

F2 · ownership.direct: These Shares are held directly for the account of Light Street Tungsten Master Fund, L.P. ("Tungsten"), and indirectly by LSCM and Mr. Kacher.

F4 · ownership.direct: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F2 · ownership.nature: These Shares are held directly for the account of Light Street Tungsten Master Fund, L.P. ("Tungsten"), and indirectly by LSCM and Mr. Kacher.

F4 · ownership.nature: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0001567619-21-017580 · doc1.xml · nonDerivative · entry 3

LIGHT STREET CAPITAL MANAGEMENT, LLC · CIK 0001569049 · 10% owner

Light Street Mercury Master Fund, L.P. · CIK 0001723642 · 10% owner

Kacher Glen Thomas · CIK 0001723534 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 131,139

F5 · price: This price reflects the weighted average purchase price for open-market purchases of Shares made by the Reporting Persons on September 22, 2021 within a $1.00 range. The actual prices for these transactions range from $11.42 to $12.4, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares purchased at each separate price.

F3 · ownership.direct: These Shares are held directly for the account of Light Street Halo, L.P. ("Halo"), and indirectly by LSCM and Mr. Kacher.

F4 · ownership.direct: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F3 · ownership.nature: These Shares are held directly for the account of Light Street Halo, L.P. ("Halo"), and indirectly by LSCM and Mr. Kacher.

F4 · ownership.nature: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0001567619-21-017580 · doc1.xml · nonDerivative · entry 2

LIGHT STREET CAPITAL MANAGEMENT, LLC · CIK 0001569049 · 10% owner

Light Street Mercury Master Fund, L.P. · CIK 0001723642 · 10% owner

Kacher Glen Thomas · CIK 0001723534 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 693,366

F5 · price: This price reflects the weighted average purchase price for open-market purchases of Shares made by the Reporting Persons on September 22, 2021 within a $1.00 range. The actual prices for these transactions range from $11.42 to $12.4, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares purchased at each separate price.

F2 · ownership.direct: These Shares are held directly for the account of Light Street Tungsten Master Fund, L.P. ("Tungsten"), and indirectly by LSCM and Mr. Kacher.

F4 · ownership.direct: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F2 · ownership.nature: These Shares are held directly for the account of Light Street Tungsten Master Fund, L.P. ("Tungsten"), and indirectly by LSCM and Mr. Kacher.

F4 · ownership.nature: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0001567619-21-017423 · doc1.xml · nonDerivative · entry 8

LIGHT STREET CAPITAL MANAGEMENT, LLC · CIK 0001569049 · 10% owner

Light Street Mercury Master Fund, L.P. · CIK 0001723642 · 10% owner

Kacher Glen Thomas · CIK 0001723534 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 120,893

F3 · ownership.direct: These Shares are held directly for the account of Light Street Halo, L.P. ("Halo"), and indirectly by LSCM and Mr. Kacher.

F4 · ownership.direct: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F3 · ownership.nature: These Shares are held directly for the account of Light Street Halo, L.P. ("Halo"), and indirectly by LSCM and Mr. Kacher.

F4 · ownership.nature: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0001567619-21-017423 · doc1.xml · nonDerivative · entry 7

LIGHT STREET CAPITAL MANAGEMENT, LLC · CIK 0001569049 · 10% owner

Light Street Mercury Master Fund, L.P. · CIK 0001723642 · 10% owner

Kacher Glen Thomas · CIK 0001723534 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 635,309

F2 · ownership.direct: These Shares are held directly for the account of Light Street Tungsten Master Fund, L.P. ("Tungsten"), and indirectly by LSCM and Mr. Kacher.

F4 · ownership.direct: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F2 · ownership.nature: These Shares are held directly for the account of Light Street Tungsten Master Fund, L.P. ("Tungsten"), and indirectly by LSCM and Mr. Kacher.

F4 · ownership.nature: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0001567619-21-017423 · doc1.xml · derivative · entry 10

LIGHT STREET CAPITAL MANAGEMENT, LLC · CIK 0001569049 · 10% owner

Light Street Mercury Master Fund, L.P. · CIK 0001723642 · 10% owner

Kacher Glen Thomas · CIK 0001723534 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 400,000

Underlying: Class A ordinary shares, par value $0.0001 per sha · 400,000 shares

Expires 2027-10-09

F6 · price: These Shares and warrants to acquire Shares ("Warrants") were acquired in connection with the Closing, pursuant to a Forward Purchase Agreement with the Issuer dated September 23, 2020 (the "Forward Purchase Agreement"). Pursuant to the Forward Purchase Agreement, the Issuer agreed to issue to Class A Shares at a price of $10.00 per share, plus warrants to purchase one Class A Share at $11.50 per share. The transactions contemplated by the PIPE Financing and Forward Purchase Agreement closed substantially concurrently with the Closing.

F7 · derivative.exercise_date: These Warrants are exercisable beginning 30 days after the Closing and may be exercised for cash or on a cashless basis.

F1 · ownership.direct: The Class A ordinary shares ("Shares") are held directly for the account of Light Street Mercury Master Fund, L.P. ("Mercury"), and indirectly by Light Street Capital Management, LLC ("LSCM") and Glen Thomas Kacher ("Mr. Kacher").

F4 · ownership.direct: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F1 · ownership.nature: The Class A ordinary shares ("Shares") are held directly for the account of Light Street Mercury Master Fund, L.P. ("Mercury"), and indirectly by Light Street Capital Management, LLC ("LSCM") and Glen Thomas Kacher ("Mr. Kacher").

F4 · ownership.nature: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0001567619-21-017423 · doc1.xml · derivative · entry 9

LIGHT STREET CAPITAL MANAGEMENT, LLC · CIK 0001569049 · 10% owner

Light Street Mercury Master Fund, L.P. · CIK 0001723642 · 10% owner

Kacher Glen Thomas · CIK 0001723534 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 900,000

Underlying: Class A ordinary shares, par value $0.0001 per sha · 900,000 shares

Expires 2027-10-09

F8 · price: These Warrants were part of Units of the Issuer that the Reporting Persons acquired for $10 per share.

F7 · derivative.exercise_date: These Warrants are exercisable beginning 30 days after the Closing and may be exercised for cash or on a cashless basis.

F1 · ownership.direct: The Class A ordinary shares ("Shares") are held directly for the account of Light Street Mercury Master Fund, L.P. ("Mercury"), and indirectly by Light Street Capital Management, LLC ("LSCM") and Glen Thomas Kacher ("Mr. Kacher").

F4 · ownership.direct: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F1 · ownership.nature: The Class A ordinary shares ("Shares") are held directly for the account of Light Street Mercury Master Fund, L.P. ("Mercury"), and indirectly by Light Street Capital Management, LLC ("LSCM") and Glen Thomas Kacher ("Mr. Kacher").

F4 · ownership.nature: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0001567619-21-017423 · doc1.xml · nonDerivative · entry 6

LIGHT STREET CAPITAL MANAGEMENT, LLC · CIK 0001569049 · 10% owner

Light Street Mercury Master Fund, L.P. · CIK 0001723642 · 10% owner

Kacher Glen Thomas · CIK 0001723534 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 120,350

F5 · price: These Shares were acquired in connection with the closing of the Business Combination between the Issuer and Live Learning Technologies LLC (the "Closing"), pursuant to a Subscription Agreement with the Issuer dated January 28, 2021 (the "PIPE Financing").

F3 · ownership.direct: These Shares are held directly for the account of Light Street Halo, L.P. ("Halo"), and indirectly by LSCM and Mr. Kacher.

F4 · ownership.direct: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F3 · ownership.nature: These Shares are held directly for the account of Light Street Halo, L.P. ("Halo"), and indirectly by LSCM and Mr. Kacher.

F4 · ownership.nature: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0001567619-21-017423 · doc1.xml · nonDerivative · entry 5

LIGHT STREET CAPITAL MANAGEMENT, LLC · CIK 0001569049 · 10% owner

Light Street Mercury Master Fund, L.P. · CIK 0001723642 · 10% owner

Kacher Glen Thomas · CIK 0001723534 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 632,052

F5 · price: These Shares were acquired in connection with the closing of the Business Combination between the Issuer and Live Learning Technologies LLC (the "Closing"), pursuant to a Subscription Agreement with the Issuer dated January 28, 2021 (the "PIPE Financing").

F2 · ownership.direct: These Shares are held directly for the account of Light Street Tungsten Master Fund, L.P. ("Tungsten"), and indirectly by LSCM and Mr. Kacher.

F4 · ownership.direct: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F2 · ownership.nature: These Shares are held directly for the account of Light Street Tungsten Master Fund, L.P. ("Tungsten"), and indirectly by LSCM and Mr. Kacher.

F4 · ownership.nature: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0001567619-21-017423 · doc1.xml · nonDerivative · entry 4

LIGHT STREET CAPITAL MANAGEMENT, LLC · CIK 0001569049 · 10% owner

Light Street Mercury Master Fund, L.P. · CIK 0001723642 · 10% owner

Kacher Glen Thomas · CIK 0001723534 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 8,536,937

F6 · price: These Shares and warrants to acquire Shares ("Warrants") were acquired in connection with the Closing, pursuant to a Forward Purchase Agreement with the Issuer dated September 23, 2020 (the "Forward Purchase Agreement"). Pursuant to the Forward Purchase Agreement, the Issuer agreed to issue to Class A Shares at a price of $10.00 per share, plus warrants to purchase one Class A Share at $11.50 per share. The transactions contemplated by the PIPE Financing and Forward Purchase Agreement closed substantially concurrently with the Closing.

F1 · ownership.direct: The Class A ordinary shares ("Shares") are held directly for the account of Light Street Mercury Master Fund, L.P. ("Mercury"), and indirectly by Light Street Capital Management, LLC ("LSCM") and Glen Thomas Kacher ("Mr. Kacher").

F4 · ownership.direct: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F1 · ownership.nature: The Class A ordinary shares ("Shares") are held directly for the account of Light Street Mercury Master Fund, L.P. ("Mercury"), and indirectly by Light Street Capital Management, LLC ("LSCM") and Glen Thomas Kacher ("Mr. Kacher").

F4 · ownership.nature: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0001567619-21-017423 · doc1.xml · nonDerivative · entry 3

LIGHT STREET CAPITAL MANAGEMENT, LLC · CIK 0001569049 · 10% owner

Light Street Mercury Master Fund, L.P. · CIK 0001723642 · 10% owner

Kacher Glen Thomas · CIK 0001723534 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 6,336,937

F5 · price: These Shares were acquired in connection with the closing of the Business Combination between the Issuer and Live Learning Technologies LLC (the "Closing"), pursuant to a Subscription Agreement with the Issuer dated January 28, 2021 (the "PIPE Financing").

F1 · ownership.direct: The Class A ordinary shares ("Shares") are held directly for the account of Light Street Mercury Master Fund, L.P. ("Mercury"), and indirectly by Light Street Capital Management, LLC ("LSCM") and Glen Thomas Kacher ("Mr. Kacher").

F4 · ownership.direct: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F1 · ownership.nature: The Class A ordinary shares ("Shares") are held directly for the account of Light Street Mercury Master Fund, L.P. ("Mercury"), and indirectly by Light Street Capital Management, LLC ("LSCM") and Glen Thomas Kacher ("Mr. Kacher").

F4 · ownership.nature: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0001387131-21-009576 · ownership.xml · derivative · entry 13

TPG Pace Tech Opportunities Sponsor, Series LLC · CIK 0001825531 · Director · 10% owner

BONDERMAN DAVID · CIK 0000860866 · Director · 10% owner

COULTER JAMES G · CIK 0001099776 · Director · 10% owner

Peterson Karl Mr. · CIK 0001425873 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 5,412,889

Underlying: Class A Common Stock · 24,000 shares

Expires 2026-09-20

F9 · price: On September 20, 2021 in connection with the Business Combination, the Issuer issued to Karl Peterson 120,000 shares of Class A Common Stock and 24,000 Warrants at a purchase price of $10.00 per share.

F9 · ownership.nature: On September 20, 2021 in connection with the Business Combination, the Issuer issued to Karl Peterson 120,000 shares of Class A Common Stock and 24,000 Warrants at a purchase price of $10.00 per share.

F10 · ownership.nature: The managing member of TPG Pace Tech Opportunities Sponsor is TPG Pace Governance, LLC, which is controlled by a committee whose members are David Bonderman, James G. Coulter and Karl Peterson (together with TPG Pace Tech Opportunities Sponsor, the "Reporting Persons").

F11 · ownership.nature: Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the relevant TPG vehicle. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

F12 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

SEC source: 0001387131-21-009576 · ownership.xml · derivative · entry 12

TPG Pace Tech Opportunities Sponsor, Series LLC · CIK 0001825531 · Director · 10% owner

BONDERMAN DAVID · CIK 0000860866 · Director · 10% owner

COULTER JAMES G · CIK 0001099776 · Director · 10% owner

Peterson Karl Mr. · CIK 0001425873 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 5,408,889

Underlying: Class A Common Stock · 20,000 shares

Expires 2026-09-20

F8 · price: On September 20, 2021 in connection with the Business Combination, the Issuer issued to a vehicle controlled by James G. Coulter 110,000 shares of Class A Common Stock and 20,000 Warrants at a purchase price of $9.09 per share.

F8 · ownership.nature: On September 20, 2021 in connection with the Business Combination, the Issuer issued to a vehicle controlled by James G. Coulter 110,000 shares of Class A Common Stock and 20,000 Warrants at a purchase price of $9.09 per share.

F10 · ownership.nature: The managing member of TPG Pace Tech Opportunities Sponsor is TPG Pace Governance, LLC, which is controlled by a committee whose members are David Bonderman, James G. Coulter and Karl Peterson (together with TPG Pace Tech Opportunities Sponsor, the "Reporting Persons").

F11 · ownership.nature: Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the relevant TPG vehicle. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

F12 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

SEC source: 0001387131-21-009576 · ownership.xml · derivative · entry 11

TPG Pace Tech Opportunities Sponsor, Series LLC · CIK 0001825531 · Director · 10% owner

BONDERMAN DAVID · CIK 0000860866 · Director · 10% owner

COULTER JAMES G · CIK 0001099776 · Director · 10% owner

Peterson Karl Mr. · CIK 0001425873 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 5,388,889

Underlying: Class A Common Stock · 200,000 shares

Expires 2026-09-20

F7 · price: On September 20, 2021 in connection with the Business Combination, the Issuer issued to TPG Holdings III, L.P. 200,000 Warrants. The general partner of TPG Holdings III, L.P. is TPG Holdings III-A, L.P., whose general partner is TPG Holdings III-A, Inc., whose sole shareholder is TPG Group Holdings (SBS), L.P., whose general partner is TPG Group Holdings (SBS) Advisors, LLC, whose sole member is TPG Group Holdings (SBS) Advisors, Inc., whose sole shareholders are David Bonderman and James G. Coulter.

F7 · ownership.nature: On September 20, 2021 in connection with the Business Combination, the Issuer issued to TPG Holdings III, L.P. 200,000 Warrants. The general partner of TPG Holdings III, L.P. is TPG Holdings III-A, L.P., whose general partner is TPG Holdings III-A, Inc., whose sole shareholder is TPG Group Holdings (SBS), L.P., whose general partner is TPG Group Holdings (SBS) Advisors, LLC, whose sole member is TPG Group Holdings (SBS) Advisors, Inc., whose sole shareholders are David Bonderman and James G. Coulter.

F10 · ownership.nature: The managing member of TPG Pace Tech Opportunities Sponsor is TPG Pace Governance, LLC, which is controlled by a committee whose members are David Bonderman, James G. Coulter and Karl Peterson (together with TPG Pace Tech Opportunities Sponsor, the "Reporting Persons").

F11 · ownership.nature: Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the relevant TPG vehicle. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

F12 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

SEC source: 0001387131-21-009576 · ownership.xml · derivative · entry 10

TPG Pace Tech Opportunities Sponsor, Series LLC · CIK 0001825531 · Director · 10% owner

BONDERMAN DAVID · CIK 0000860866 · Director · 10% owner

COULTER JAMES G · CIK 0001099776 · Director · 10% owner

Peterson Karl Mr. · CIK 0001425873 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 5,188,889

Underlying: Class A Common Stock · 300,000 shares

Expires 2026-09-20

F6 · price: On September 20, 2021 in connection with the Business Combination, the Issuer issued to (i) TPG Public Equity Partners, LP 74,470 shares of Class A Common Stock and 14,895 Warrants, (ii) TPG Public Equity Partners Master Fund, L.P. 842,355 shares of Class A Common Stock and 168,470 Warrants and (iii) TPG Public Equity Partners Long Opportunities Master Fund, L.P. 583,175 shares of Class A Common Stock and 116,635 Warrants. The general partner of each of TPG Public Equity Partners, LP, TPG Public Equity Partners Master Fund, L.P. and TPG Public Equity Partners Long Opportunities Master Fund, L.P. is TPG PEP GenPar Governance, LP, whose general partner is TPG GenPar Advisors, LP, whose general partner is TPG Holdings III, L.P.

F6 · ownership.nature: On September 20, 2021 in connection with the Business Combination, the Issuer issued to (i) TPG Public Equity Partners, LP 74,470 shares of Class A Common Stock and 14,895 Warrants, (ii) TPG Public Equity Partners Master Fund, L.P. 842,355 shares of Class A Common Stock and 168,470 Warrants and (iii) TPG Public Equity Partners Long Opportunities Master Fund, L.P. 583,175 shares of Class A Common Stock and 116,635 Warrants. The general partner of each of TPG Public Equity Partners, LP, TPG Public Equity Partners Master Fund, L.P. and TPG Public Equity Partners Long Opportunities Master Fund, L.P. is TPG PEP GenPar Governance, LP, whose general partner is TPG GenPar Advisors, LP, whose general partner is TPG Holdings III, L.P.

F7 · ownership.nature: On September 20, 2021 in connection with the Business Combination, the Issuer issued to TPG Holdings III, L.P. 200,000 Warrants. The general partner of TPG Holdings III, L.P. is TPG Holdings III-A, L.P., whose general partner is TPG Holdings III-A, Inc., whose sole shareholder is TPG Group Holdings (SBS), L.P., whose general partner is TPG Group Holdings (SBS) Advisors, LLC, whose sole member is TPG Group Holdings (SBS) Advisors, Inc., whose sole shareholders are David Bonderman and James G. Coulter.

F10 · ownership.nature: The managing member of TPG Pace Tech Opportunities Sponsor is TPG Pace Governance, LLC, which is controlled by a committee whose members are David Bonderman, James G. Coulter and Karl Peterson (together with TPG Pace Tech Opportunities Sponsor, the "Reporting Persons").

F11 · ownership.nature: Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the relevant TPG vehicle. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

F12 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

SEC source: 0001387131-21-009576 · ownership.xml · derivative · entry 9

TPG Pace Tech Opportunities Sponsor, Series LLC · CIK 0001825531 · Director · 10% owner

BONDERMAN DAVID · CIK 0000860866 · Director · 10% owner

COULTER JAMES G · CIK 0001099776 · Director · 10% owner

Peterson Karl Mr. · CIK 0001425873 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 4,888,889

Underlying: Class A Common Stock · 2,444,444 shares

Expires 2026-09-20

F3 · price: On September 20, 2021 in connection with the Business Combination, TPG Pace Tech Opportunities Sponsor surrendered to the Issuer for cancellation at no cost (i) 2,000,000 shares of Class A Common Stock and (ii) 2,444,444 Warrants. In addition, 4,000,000 of the shares of Class A Common Stock held by TPG Pace Tech Sponsor remain subject to forfeiture if certain stock price thresholds are not achieved within a period of five years from September 20, 2021.

F1 · ownership.nature: On September 20, 2021, TPG Pace Tech Opportunities Corp. (renamed Nerdy Inc., the "Issuer") domesticated as a Delaware corporation whereupon each Class F Ordinary Share, par value $0.0001 per share (a "Class F Ordinary Share"), of the Issuer became one share of Class F Common Stock, par value $0.0001 per share ("Class F Common Stock"), of the Issuer, and (ii) each warrant ("Warrant") exercisable for one Class A Ordinary Share, par value $0.0001 per share, of the Issuer entitled the holder to acquire a corresponding number of shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer.

F3 · ownership.nature: On September 20, 2021 in connection with the Business Combination, TPG Pace Tech Opportunities Sponsor surrendered to the Issuer for cancellation at no cost (i) 2,000,000 shares of Class A Common Stock and (ii) 2,444,444 Warrants. In addition, 4,000,000 of the shares of Class A Common Stock held by TPG Pace Tech Sponsor remain subject to forfeiture if certain stock price thresholds are not achieved within a period of five years from September 20, 2021.

F8 · ownership.nature: On September 20, 2021 in connection with the Business Combination, the Issuer issued to a vehicle controlled by James G. Coulter 110,000 shares of Class A Common Stock and 20,000 Warrants at a purchase price of $9.09 per share.

F9 · ownership.nature: On September 20, 2021 in connection with the Business Combination, the Issuer issued to Karl Peterson 120,000 shares of Class A Common Stock and 24,000 Warrants at a purchase price of $10.00 per share.

F10 · ownership.nature: The managing member of TPG Pace Tech Opportunities Sponsor is TPG Pace Governance, LLC, which is controlled by a committee whose members are David Bonderman, James G. Coulter and Karl Peterson (together with TPG Pace Tech Opportunities Sponsor, the "Reporting Persons").

SEC source: 0001387131-21-009576 · ownership.xml · derivative · entry 8

TPG Pace Tech Opportunities Sponsor, Series LLC · CIK 0001825531 · Director · 10% owner

BONDERMAN DAVID · CIK 0000860866 · Director · 10% owner

COULTER JAMES G · CIK 0001099776 · Director · 10% owner

Peterson Karl Mr. · CIK 0001425873 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 0

Underlying: Class A Common Stock · 11,090,000 shares

Expires not disclosed

F2 · derivative.exercise_price: On September 20, 2021 in connection with the transactions contemplated by the Business Combination Agreement, as amended, among the Issuer and the other parties thereto (the "Business Combination"), the shares of Class F Common Stock held by TPG Pace Tech Opportunities Sponsor, LLC ("TPG Pace Tech Opportunities Sponsor") following the domestication described above were exchanged for an equal number of shares of Class A Common Stock. Pursuant to the Issuer's Certificate of Incorporation (the "Certificate of Incorporation") (and previously the Issuer's Amended & Restated Memorandum and Articles of Association), the shares of Class F Common Stock had been automatically convertible into shares of Class A Common Stock (previously Class A Ordinary Shares) of the Issuer at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment.

F2 · price: On September 20, 2021 in connection with the transactions contemplated by the Business Combination Agreement, as amended, among the Issuer and the other parties thereto (the "Business Combination"), the shares of Class F Common Stock held by TPG Pace Tech Opportunities Sponsor, LLC ("TPG Pace Tech Opportunities Sponsor") following the domestication described above were exchanged for an equal number of shares of Class A Common Stock. Pursuant to the Issuer's Certificate of Incorporation (the "Certificate of Incorporation") (and previously the Issuer's Amended & Restated Memorandum and Articles of Association), the shares of Class F Common Stock had been automatically convertible into shares of Class A Common Stock (previously Class A Ordinary Shares) of the Issuer at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment.

F2 · derivative.exercise_date: On September 20, 2021 in connection with the transactions contemplated by the Business Combination Agreement, as amended, among the Issuer and the other parties thereto (the "Business Combination"), the shares of Class F Common Stock held by TPG Pace Tech Opportunities Sponsor, LLC ("TPG Pace Tech Opportunities Sponsor") following the domestication described above were exchanged for an equal number of shares of Class A Common Stock. Pursuant to the Issuer's Certificate of Incorporation (the "Certificate of Incorporation") (and previously the Issuer's Amended & Restated Memorandum and Articles of Association), the shares of Class F Common Stock had been automatically convertible into shares of Class A Common Stock (previously Class A Ordinary Shares) of the Issuer at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment.

F2 · derivative.expiration_date: On September 20, 2021 in connection with the transactions contemplated by the Business Combination Agreement, as amended, among the Issuer and the other parties thereto (the "Business Combination"), the shares of Class F Common Stock held by TPG Pace Tech Opportunities Sponsor, LLC ("TPG Pace Tech Opportunities Sponsor") following the domestication described above were exchanged for an equal number of shares of Class A Common Stock. Pursuant to the Issuer's Certificate of Incorporation (the "Certificate of Incorporation") (and previously the Issuer's Amended & Restated Memorandum and Articles of Association), the shares of Class F Common Stock had been automatically convertible into shares of Class A Common Stock (previously Class A Ordinary Shares) of the Issuer at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment.

F1 · ownership.nature: On September 20, 2021, TPG Pace Tech Opportunities Corp. (renamed Nerdy Inc., the "Issuer") domesticated as a Delaware corporation whereupon each Class F Ordinary Share, par value $0.0001 per share (a "Class F Ordinary Share"), of the Issuer became one share of Class F Common Stock, par value $0.0001 per share ("Class F Common Stock"), of the Issuer, and (ii) each warrant ("Warrant") exercisable for one Class A Ordinary Share, par value $0.0001 per share, of the Issuer entitled the holder to acquire a corresponding number of shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer.

F2 · ownership.nature: On September 20, 2021 in connection with the transactions contemplated by the Business Combination Agreement, as amended, among the Issuer and the other parties thereto (the "Business Combination"), the shares of Class F Common Stock held by TPG Pace Tech Opportunities Sponsor, LLC ("TPG Pace Tech Opportunities Sponsor") following the domestication described above were exchanged for an equal number of shares of Class A Common Stock. Pursuant to the Issuer's Certificate of Incorporation (the "Certificate of Incorporation") (and previously the Issuer's Amended & Restated Memorandum and Articles of Association), the shares of Class F Common Stock had been automatically convertible into shares of Class A Common Stock (previously Class A Ordinary Shares) of the Issuer at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment.

F8 · ownership.nature: On September 20, 2021 in connection with the Business Combination, the Issuer issued to a vehicle controlled by James G. Coulter 110,000 shares of Class A Common Stock and 20,000 Warrants at a purchase price of $9.09 per share.

F9 · ownership.nature: On September 20, 2021 in connection with the Business Combination, the Issuer issued to Karl Peterson 120,000 shares of Class A Common Stock and 24,000 Warrants at a purchase price of $10.00 per share.

F10 · ownership.nature: The managing member of TPG Pace Tech Opportunities Sponsor is TPG Pace Governance, LLC, which is controlled by a committee whose members are David Bonderman, James G. Coulter and Karl Peterson (together with TPG Pace Tech Opportunities Sponsor, the "Reporting Persons").

SEC source: 0001387131-21-009576 · ownership.xml · nonDerivative · entry 7

TPG Pace Tech Opportunities Sponsor, Series LLC · CIK 0001825531 · Director · 10% owner

BONDERMAN DAVID · CIK 0000860866 · Director · 10% owner

COULTER JAMES G · CIK 0001099776 · Director · 10% owner

Peterson Karl Mr. · CIK 0001425873 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 13,343,250

F9 · price: On September 20, 2021 in connection with the Business Combination, the Issuer issued to Karl Peterson 120,000 shares of Class A Common Stock and 24,000 Warrants at a purchase price of $10.00 per share.

F9 · ownership.nature: On September 20, 2021 in connection with the Business Combination, the Issuer issued to Karl Peterson 120,000 shares of Class A Common Stock and 24,000 Warrants at a purchase price of $10.00 per share.

F10 · ownership.nature: The managing member of TPG Pace Tech Opportunities Sponsor is TPG Pace Governance, LLC, which is controlled by a committee whose members are David Bonderman, James G. Coulter and Karl Peterson (together with TPG Pace Tech Opportunities Sponsor, the "Reporting Persons").

F11 · ownership.nature: Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the relevant TPG vehicle. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

F12 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

SEC source: 0001387131-21-009576 · ownership.xml · nonDerivative · entry 6

TPG Pace Tech Opportunities Sponsor, Series LLC · CIK 0001825531 · Director · 10% owner

BONDERMAN DAVID · CIK 0000860866 · Director · 10% owner

COULTER JAMES G · CIK 0001099776 · Director · 10% owner

Peterson Karl Mr. · CIK 0001425873 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 13,333,250

F8 · price: On September 20, 2021 in connection with the Business Combination, the Issuer issued to a vehicle controlled by James G. Coulter 110,000 shares of Class A Common Stock and 20,000 Warrants at a purchase price of $9.09 per share.

F8 · ownership.nature: On September 20, 2021 in connection with the Business Combination, the Issuer issued to a vehicle controlled by James G. Coulter 110,000 shares of Class A Common Stock and 20,000 Warrants at a purchase price of $9.09 per share.

F10 · ownership.nature: The managing member of TPG Pace Tech Opportunities Sponsor is TPG Pace Governance, LLC, which is controlled by a committee whose members are David Bonderman, James G. Coulter and Karl Peterson (together with TPG Pace Tech Opportunities Sponsor, the "Reporting Persons").

F11 · ownership.nature: Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the relevant TPG vehicle. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

F12 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

SEC source: 0001387131-21-009576 · ownership.xml · nonDerivative · entry 5

TPG Pace Tech Opportunities Sponsor, Series LLC · CIK 0001825531 · Director · 10% owner

BONDERMAN DAVID · CIK 0000860866 · Director · 10% owner

COULTER JAMES G · CIK 0001099776 · Director · 10% owner

Peterson Karl Mr. · CIK 0001425873 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 13,223,250

F6 · price: On September 20, 2021 in connection with the Business Combination, the Issuer issued to (i) TPG Public Equity Partners, LP 74,470 shares of Class A Common Stock and 14,895 Warrants, (ii) TPG Public Equity Partners Master Fund, L.P. 842,355 shares of Class A Common Stock and 168,470 Warrants and (iii) TPG Public Equity Partners Long Opportunities Master Fund, L.P. 583,175 shares of Class A Common Stock and 116,635 Warrants. The general partner of each of TPG Public Equity Partners, LP, TPG Public Equity Partners Master Fund, L.P. and TPG Public Equity Partners Long Opportunities Master Fund, L.P. is TPG PEP GenPar Governance, LP, whose general partner is TPG GenPar Advisors, LP, whose general partner is TPG Holdings III, L.P.

F6 · ownership.nature: On September 20, 2021 in connection with the Business Combination, the Issuer issued to (i) TPG Public Equity Partners, LP 74,470 shares of Class A Common Stock and 14,895 Warrants, (ii) TPG Public Equity Partners Master Fund, L.P. 842,355 shares of Class A Common Stock and 168,470 Warrants and (iii) TPG Public Equity Partners Long Opportunities Master Fund, L.P. 583,175 shares of Class A Common Stock and 116,635 Warrants. The general partner of each of TPG Public Equity Partners, LP, TPG Public Equity Partners Master Fund, L.P. and TPG Public Equity Partners Long Opportunities Master Fund, L.P. is TPG PEP GenPar Governance, LP, whose general partner is TPG GenPar Advisors, LP, whose general partner is TPG Holdings III, L.P.

F7 · ownership.nature: On September 20, 2021 in connection with the Business Combination, the Issuer issued to TPG Holdings III, L.P. 200,000 Warrants. The general partner of TPG Holdings III, L.P. is TPG Holdings III-A, L.P., whose general partner is TPG Holdings III-A, Inc., whose sole shareholder is TPG Group Holdings (SBS), L.P., whose general partner is TPG Group Holdings (SBS) Advisors, LLC, whose sole member is TPG Group Holdings (SBS) Advisors, Inc., whose sole shareholders are David Bonderman and James G. Coulter.

F10 · ownership.nature: The managing member of TPG Pace Tech Opportunities Sponsor is TPG Pace Governance, LLC, which is controlled by a committee whose members are David Bonderman, James G. Coulter and Karl Peterson (together with TPG Pace Tech Opportunities Sponsor, the "Reporting Persons").

F11 · ownership.nature: Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the relevant TPG vehicle. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

F12 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

SEC source: 0001387131-21-009576 · ownership.xml · nonDerivative · entry 4

TPG Pace Tech Opportunities Sponsor, Series LLC · CIK 0001825531 · Director · 10% owner

BONDERMAN DAVID · CIK 0000860866 · Director · 10% owner

COULTER JAMES G · CIK 0001099776 · Director · 10% owner

Peterson Karl Mr. · CIK 0001425873 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 11,723,250

F3 · ownership.nature: On September 20, 2021 in connection with the Business Combination, TPG Pace Tech Opportunities Sponsor surrendered to the Issuer for cancellation at no cost (i) 2,000,000 shares of Class A Common Stock and (ii) 2,444,444 Warrants. In addition, 4,000,000 of the shares of Class A Common Stock held by TPG Pace Tech Sponsor remain subject to forfeiture if certain stock price thresholds are not achieved within a period of five years from September 20, 2021.

F5 · ownership.nature: On September 20, 2021 in connection with the Business Combination, TPG Pace Tech Opportunities Sponsor surrendered to the Issuer for cancellation at no cost 1,116,750 shares of Class A Common Stock as a result of issuances by the Issuer of additional shares of Class A Common Stock pursuant to certain forward purchase agreements.

F8 · ownership.nature: On September 20, 2021 in connection with the Business Combination, the Issuer issued to a vehicle controlled by James G. Coulter 110,000 shares of Class A Common Stock and 20,000 Warrants at a purchase price of $9.09 per share.

F9 · ownership.nature: On September 20, 2021 in connection with the Business Combination, the Issuer issued to Karl Peterson 120,000 shares of Class A Common Stock and 24,000 Warrants at a purchase price of $10.00 per share.

F10 · ownership.nature: The managing member of TPG Pace Tech Opportunities Sponsor is TPG Pace Governance, LLC, which is controlled by a committee whose members are David Bonderman, James G. Coulter and Karl Peterson (together with TPG Pace Tech Opportunities Sponsor, the "Reporting Persons").

SEC source: 0001387131-21-009576 · ownership.xml · nonDerivative · entry 3

TPG Pace Tech Opportunities Sponsor, Series LLC · CIK 0001825531 · Director · 10% owner

BONDERMAN DAVID · CIK 0000860866 · Director · 10% owner

COULTER JAMES G · CIK 0001099776 · Director · 10% owner

Peterson Karl Mr. · CIK 0001425873 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 12,840,000

F3 · ownership.nature: On September 20, 2021 in connection with the Business Combination, TPG Pace Tech Opportunities Sponsor surrendered to the Issuer for cancellation at no cost (i) 2,000,000 shares of Class A Common Stock and (ii) 2,444,444 Warrants. In addition, 4,000,000 of the shares of Class A Common Stock held by TPG Pace Tech Sponsor remain subject to forfeiture if certain stock price thresholds are not achieved within a period of five years from September 20, 2021.

F4 · ownership.nature: On September 20, 2021 in connection with the Business Combination and pursuant to a conversion adjustment set forth in the Certificate of Incorporation, the Issuer issued to TPG Pace Tech Opportunities Sponsor 3,750,000 shares of Class A Common Stock as a result of the issuance of shares of Class A Common Stock under certain forward purchase agreements.

F8 · ownership.nature: On September 20, 2021 in connection with the Business Combination, the Issuer issued to a vehicle controlled by James G. Coulter 110,000 shares of Class A Common Stock and 20,000 Warrants at a purchase price of $9.09 per share.

F9 · ownership.nature: On September 20, 2021 in connection with the Business Combination, the Issuer issued to Karl Peterson 120,000 shares of Class A Common Stock and 24,000 Warrants at a purchase price of $10.00 per share.

F10 · ownership.nature: The managing member of TPG Pace Tech Opportunities Sponsor is TPG Pace Governance, LLC, which is controlled by a committee whose members are David Bonderman, James G. Coulter and Karl Peterson (together with TPG Pace Tech Opportunities Sponsor, the "Reporting Persons").

SEC source: 0001387131-21-009576 · ownership.xml · nonDerivative · entry 2

TPG Pace Tech Opportunities Sponsor, Series LLC · CIK 0001825531 · Director · 10% owner

BONDERMAN DAVID · CIK 0000860866 · Director · 10% owner

COULTER JAMES G · CIK 0001099776 · Director · 10% owner

Peterson Karl Mr. · CIK 0001425873 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 9,090,000

F3 · ownership.nature: On September 20, 2021 in connection with the Business Combination, TPG Pace Tech Opportunities Sponsor surrendered to the Issuer for cancellation at no cost (i) 2,000,000 shares of Class A Common Stock and (ii) 2,444,444 Warrants. In addition, 4,000,000 of the shares of Class A Common Stock held by TPG Pace Tech Sponsor remain subject to forfeiture if certain stock price thresholds are not achieved within a period of five years from September 20, 2021.

F8 · ownership.nature: On September 20, 2021 in connection with the Business Combination, the Issuer issued to a vehicle controlled by James G. Coulter 110,000 shares of Class A Common Stock and 20,000 Warrants at a purchase price of $9.09 per share.

F9 · ownership.nature: On September 20, 2021 in connection with the Business Combination, the Issuer issued to Karl Peterson 120,000 shares of Class A Common Stock and 24,000 Warrants at a purchase price of $10.00 per share.

F10 · ownership.nature: The managing member of TPG Pace Tech Opportunities Sponsor is TPG Pace Governance, LLC, which is controlled by a committee whose members are David Bonderman, James G. Coulter and Karl Peterson (together with TPG Pace Tech Opportunities Sponsor, the "Reporting Persons").

SEC source: 0001387131-21-009576 · ownership.xml · nonDerivative · entry 1

TPG Pace Tech Opportunities Sponsor, Series LLC · CIK 0001825531 · Director · 10% owner

BONDERMAN DAVID · CIK 0000860866 · Director · 10% owner

COULTER JAMES G · CIK 0001099776 · Director · 10% owner

Peterson Karl Mr. · CIK 0001425873 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 11,090,000

F1 · ownership.nature: On September 20, 2021, TPG Pace Tech Opportunities Corp. (renamed Nerdy Inc., the "Issuer") domesticated as a Delaware corporation whereupon each Class F Ordinary Share, par value $0.0001 per share (a "Class F Ordinary Share"), of the Issuer became one share of Class F Common Stock, par value $0.0001 per share ("Class F Common Stock"), of the Issuer, and (ii) each warrant ("Warrant") exercisable for one Class A Ordinary Share, par value $0.0001 per share, of the Issuer entitled the holder to acquire a corresponding number of shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer.

F3 · ownership.nature: On September 20, 2021 in connection with the Business Combination, TPG Pace Tech Opportunities Sponsor surrendered to the Issuer for cancellation at no cost (i) 2,000,000 shares of Class A Common Stock and (ii) 2,444,444 Warrants. In addition, 4,000,000 of the shares of Class A Common Stock held by TPG Pace Tech Sponsor remain subject to forfeiture if certain stock price thresholds are not achieved within a period of five years from September 20, 2021.

F2 · ownership.nature: On September 20, 2021 in connection with the transactions contemplated by the Business Combination Agreement, as amended, among the Issuer and the other parties thereto (the "Business Combination"), the shares of Class F Common Stock held by TPG Pace Tech Opportunities Sponsor, LLC ("TPG Pace Tech Opportunities Sponsor") following the domestication described above were exchanged for an equal number of shares of Class A Common Stock. Pursuant to the Issuer's Certificate of Incorporation (the "Certificate of Incorporation") (and previously the Issuer's Amended & Restated Memorandum and Articles of Association), the shares of Class F Common Stock had been automatically convertible into shares of Class A Common Stock (previously Class A Ordinary Shares) of the Issuer at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment.

F8 · ownership.nature: On September 20, 2021 in connection with the Business Combination, the Issuer issued to a vehicle controlled by James G. Coulter 110,000 shares of Class A Common Stock and 20,000 Warrants at a purchase price of $9.09 per share.

F9 · ownership.nature: On September 20, 2021 in connection with the Business Combination, the Issuer issued to Karl Peterson 120,000 shares of Class A Common Stock and 24,000 Warrants at a purchase price of $10.00 per share.

F10 · ownership.nature: The managing member of TPG Pace Tech Opportunities Sponsor is TPG Pace Governance, LLC, which is controlled by a committee whose members are David Bonderman, James G. Coulter and Karl Peterson (together with TPG Pace Tech Opportunities Sponsor, the "Reporting Persons").

SEC source: 0000899243-21-037208 · doc4.xml · derivative · entry 1

Clarkson Ian · CIK 0001880240 · President & COO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,600,000

Underlying: Class A Common Stock · 2,600,000 shares

Expires 2031-09-19

F1 · derivative.exercise_date: The shares underlying this option shall vest and become exercisable over 5.5 years from the date of grant, with 472,727 shares vesting on September 20, 2022 and the remainder vesting in fifty-four substantially equal monthly installments thereafter.

SEC source: 0000899243-21-037207 · doc4.xml · derivative · entry 1

Beaudoin Catherine · CIK 0001880238 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 39,500

Underlying: Class A Common Stock · 39,500 shares

Expires 2031-09-19

SEC source: 0001104659-21-118481 · tm2128283d1_4.xml · derivative · entry 1

Marshall Christopher P · CIK 0001440008 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 41,000

Underlying: Class A Common Stock · 41,000 shares

Expires 2031-09-19

F1 · shares: Mr. Marshall has sole voting and dispositive power over the options he holds directly. However, TCV VIII Management, L.L.C. has the right to 100% of the pecuniary interests in such options. Mr. Marshall is a member of TCV VIII Management, L.L.C. Mr. Marshall disclaims beneficial ownership of such options and the shares to be received upon the exercise of such options except to the extent of his pecuniary interest therein.

F2 · derivative.exercise_date: The reported securities vest and become exercisable upon the first anniversary of the grant.

SEC source: 0000899243-21-037209 · doc4.xml · derivative · entry 1

BLACHFORD ERIK C · CIK 0001184251 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 38,800

Underlying: Class A Common Stock · 38,800 shares

Expires 2031-09-19

SEC source: 0000899243-21-037288 · doc4.xml · derivative · entry 1

Hutter Robert J. · CIK 0001807239 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 37,000

Underlying: Class A Common Stock · 37,000 shares

Expires 2031-09-19

SEC source: 0000899243-21-037279 · doc4.xml · derivative · entry 6

Philips Kathleen · CIK 0001524268 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 84,800

Underlying: Class A Common Stock · 80,000 shares

Expires 2031-09-19

F4 · derivative.exercise_date: On September 20, 2021 in connection with the Business Combination, the Issuer issued to Kathleen Philips 80,000 options to purchase Class A Common Stock at a purchase price of $11.20 per share, which vest in three equal annual installments beginning on September 20, 2022.

SEC source: 0000899243-21-037279 · doc4.xml · derivative · entry 5

Philips Kathleen · CIK 0001524268 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,800

Underlying: Class A Common Stock · 4,800 shares

Expires 2031-09-19

SEC source: 0000899243-21-037279 · doc4.xml · derivative · entry 4

Philips Kathleen · CIK 0001524268 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,000

Underlying: Class A Common Stock · 5,000 shares

Expires 2026-09-20

F3 · price: On September 20, 2021 in connection with the Business Combination, the Issuer issued to Kathleen Philips 25,000 shares of Class A Common Stock and 5,000 Warrants at a purchase price of $10.00 per share.

SEC source: 0000899243-21-037279 · doc4.xml · derivative · entry 3

Philips Kathleen · CIK 0001524268 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock · 40,000 shares

Expires not disclosed

F2 · derivative.exercise_price: On September 20, 2021 in connection with the transactions contemplated by the Business Combination Agreement, as amended, among the Issuer and the other parties thereto (the "Business Combination"), the shares of Class F Common Stock held by Kathleen Philips following the domestication described above were exchanged for an equal number of shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer. Pursuant to the Issuer's Certificate of Incorporation (and previously the Issuer's Amended & Restated Memorandum and Articles of Association), the shares of Class F Common Stock had been automatically convertible into shares of Class A Common Stock (previously Class A Ordinary Shares) of the Issuer at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment.

F2 · price: On September 20, 2021 in connection with the transactions contemplated by the Business Combination Agreement, as amended, among the Issuer and the other parties thereto (the "Business Combination"), the shares of Class F Common Stock held by Kathleen Philips following the domestication described above were exchanged for an equal number of shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer. Pursuant to the Issuer's Certificate of Incorporation (and previously the Issuer's Amended & Restated Memorandum and Articles of Association), the shares of Class F Common Stock had been automatically convertible into shares of Class A Common Stock (previously Class A Ordinary Shares) of the Issuer at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment.

F2 · derivative.exercise_date: On September 20, 2021 in connection with the transactions contemplated by the Business Combination Agreement, as amended, among the Issuer and the other parties thereto (the "Business Combination"), the shares of Class F Common Stock held by Kathleen Philips following the domestication described above were exchanged for an equal number of shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer. Pursuant to the Issuer's Certificate of Incorporation (and previously the Issuer's Amended & Restated Memorandum and Articles of Association), the shares of Class F Common Stock had been automatically convertible into shares of Class A Common Stock (previously Class A Ordinary Shares) of the Issuer at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment.

F2 · derivative.expiration_date: On September 20, 2021 in connection with the transactions contemplated by the Business Combination Agreement, as amended, among the Issuer and the other parties thereto (the "Business Combination"), the shares of Class F Common Stock held by Kathleen Philips following the domestication described above were exchanged for an equal number of shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer. Pursuant to the Issuer's Certificate of Incorporation (and previously the Issuer's Amended & Restated Memorandum and Articles of Association), the shares of Class F Common Stock had been automatically convertible into shares of Class A Common Stock (previously Class A Ordinary Shares) of the Issuer at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment.

F1 · ownership.direct: On September 20, 2021, TPG Pace Tech Opportunities Corp. (renamed Nerdy Inc., the "Issuer") domesticated as a Delaware corporation whereupon each Class F Ordinary Share, par value $0.0001 per share, of the Issuer became one share of Class F Common Stock, par value $0.0001 per share ("Class F Common Stock"), of the Issuer.

F2 · ownership.direct: On September 20, 2021 in connection with the transactions contemplated by the Business Combination Agreement, as amended, among the Issuer and the other parties thereto (the "Business Combination"), the shares of Class F Common Stock held by Kathleen Philips following the domestication described above were exchanged for an equal number of shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer. Pursuant to the Issuer's Certificate of Incorporation (and previously the Issuer's Amended & Restated Memorandum and Articles of Association), the shares of Class F Common Stock had been automatically convertible into shares of Class A Common Stock (previously Class A Ordinary Shares) of the Issuer at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment.

SEC source: 0000899243-21-037279 · doc4.xml · nonDerivative · entry 2

Philips Kathleen · CIK 0001524268 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 65,000

F1 · price: On September 20, 2021, TPG Pace Tech Opportunities Corp. (renamed Nerdy Inc., the "Issuer") domesticated as a Delaware corporation whereupon each Class F Ordinary Share, par value $0.0001 per share, of the Issuer became one share of Class F Common Stock, par value $0.0001 per share ("Class F Common Stock"), of the Issuer.

SEC source: 0000899243-21-037279 · doc4.xml · nonDerivative · entry 1

Philips Kathleen · CIK 0001524268 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 40,000

F1 · ownership.direct: On September 20, 2021, TPG Pace Tech Opportunities Corp. (renamed Nerdy Inc., the "Issuer") domesticated as a Delaware corporation whereupon each Class F Ordinary Share, par value $0.0001 per share, of the Issuer became one share of Class F Common Stock, par value $0.0001 per share ("Class F Common Stock"), of the Issuer.

F2 · ownership.direct: On September 20, 2021 in connection with the transactions contemplated by the Business Combination Agreement, as amended, among the Issuer and the other parties thereto (the "Business Combination"), the shares of Class F Common Stock held by Kathleen Philips following the domestication described above were exchanged for an equal number of shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer. Pursuant to the Issuer's Certificate of Incorporation (and previously the Issuer's Amended & Restated Memorandum and Articles of Association), the shares of Class F Common Stock had been automatically convertible into shares of Class A Common Stock (previously Class A Ordinary Shares) of the Issuer at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment.

SEC source: 0000899243-21-037572 · doc4.xml · derivative · entry 2

Mrva Gregory · CIK 0001497833 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 20,000

Underlying: Class A Common Stock · 20,000 shares

Expires 2026-09-20

F1 · price: On September 20, 2021 in connection with the transactions contemplated by the Business Combination Agreement, as amended, among the TPG Pace Tech Opportunities Corp. (renamed Nerdy Inc., the "Issuer") and the other parties thereto, the Issuer issued to Gregory Mrva 100,000 shares of Class A Common Stock and 20,000 Warrants at a purchase price of $10.00 per share.

SEC source: 0000899243-21-037572 · doc4.xml · nonDerivative · entry 1

Mrva Gregory · CIK 0001497833 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 100,000

F1 · price: On September 20, 2021 in connection with the transactions contemplated by the Business Combination Agreement, as amended, among the TPG Pace Tech Opportunities Corp. (renamed Nerdy Inc., the "Issuer") and the other parties thereto, the Issuer issued to Gregory Mrva 100,000 shares of Class A Common Stock and 20,000 Warrants at a purchase price of $10.00 per share.

SEC source: 0001567619-21-017423 · doc1.xml · nonDerivative · entry 2

LIGHT STREET CAPITAL MANAGEMENT, LLC · CIK 0001569049 · 10% owner

Light Street Mercury Master Fund, L.P. · CIK 0001723642 · 10% owner

Kacher Glen Thomas · CIK 0001723534 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 108,560

F3 · ownership.direct: These Shares are held directly for the account of Light Street Halo, L.P. ("Halo"), and indirectly by LSCM and Mr. Kacher.

F4 · ownership.direct: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F3 · ownership.nature: These Shares are held directly for the account of Light Street Halo, L.P. ("Halo"), and indirectly by LSCM and Mr. Kacher.

F4 · ownership.nature: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0001567619-21-017423 · doc1.xml · nonDerivative · entry 1

LIGHT STREET CAPITAL MANAGEMENT, LLC · CIK 0001569049 · 10% owner

Light Street Mercury Master Fund, L.P. · CIK 0001723642 · 10% owner

Kacher Glen Thomas · CIK 0001723534 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 583,842

F2 · ownership.direct: These Shares are held directly for the account of Light Street Tungsten Master Fund, L.P. ("Tungsten"), and indirectly by LSCM and Mr. Kacher.

F4 · ownership.direct: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F2 · ownership.nature: These Shares are held directly for the account of Light Street Tungsten Master Fund, L.P. ("Tungsten"), and indirectly by LSCM and Mr. Kacher.

F4 · ownership.nature: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0001567619-21-017200 · doc1.xml · nonDerivative · entry 3

LIGHT STREET CAPITAL MANAGEMENT, LLC · CIK 0001569049 · 10% owner

Light Street Mercury Master Fund, L.P. · CIK 0001723642 · 10% owner

Kacher Glen Thomas · CIK 0001723534 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 104,944

F5 · price: This price reflects the weighted average purchase price for open-market purchases of Shares made by the Reporting Persons on September 14, 2021 within a $1.00 range. The actual prices for these transactions range from $10.095 to $10.15, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares purchased at each separate price.

F3 · ownership.direct: These Shares are held directly for the account of Light Street Halo, L.P. ("Halo"), and indirectly by LSCM and Mr. Kacher.

F4 · ownership.direct: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F3 · ownership.nature: These Shares are held directly for the account of Light Street Halo, L.P. ("Halo"), and indirectly by LSCM and Mr. Kacher.

F4 · ownership.nature: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0001567619-21-017200 · doc1.xml · nonDerivative · entry 2

LIGHT STREET CAPITAL MANAGEMENT, LLC · CIK 0001569049 · 10% owner

Light Street Mercury Master Fund, L.P. · CIK 0001723642 · 10% owner

Kacher Glen Thomas · CIK 0001723534 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 563,756

F5 · price: This price reflects the weighted average purchase price for open-market purchases of Shares made by the Reporting Persons on September 14, 2021 within a $1.00 range. The actual prices for these transactions range from $10.095 to $10.15, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares purchased at each separate price.

F2 · ownership.direct: These Shares are held directly for the account of Light Street Tungsten Master Fund, L.P. ("Tungsten"), and indirectly by LSCM and Mr. Kacher.

F4 · ownership.direct: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F2 · ownership.nature: These Shares are held directly for the account of Light Street Tungsten Master Fund, L.P. ("Tungsten"), and indirectly by LSCM and Mr. Kacher.

F4 · ownership.nature: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0001567619-21-016996 · doc1.xml · nonDerivative · entry 3

LIGHT STREET CAPITAL MANAGEMENT, LLC · CIK 0001569049 · 10% owner

Kacher Glen Thomas · CIK 0001723534 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 88,944

F5 · price: This price reflects the weighted average purchase price for open-market purchases of Shares made by the Reporting Persons on September 9, 2021 within a $1.00 range. The actual prices for these transactions range from $9.98 to $10, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares purchased at each separate price.

F3 · ownership.direct: These Shares are held directly for the account of Light Street Halo, L.P. ("Halo"), and indirectly by LSCM and Mr. Kacher.

F4 · ownership.direct: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F3 · ownership.nature: These Shares are held directly for the account of Light Street Halo, L.P. ("Halo"), and indirectly by LSCM and Mr. Kacher.

F4 · ownership.nature: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0001567619-21-016996 · doc1.xml · nonDerivative · entry 2

LIGHT STREET CAPITAL MANAGEMENT, LLC · CIK 0001569049 · 10% owner

Kacher Glen Thomas · CIK 0001723534 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 473,756

F5 · price: This price reflects the weighted average purchase price for open-market purchases of Shares made by the Reporting Persons on September 9, 2021 within a $1.00 range. The actual prices for these transactions range from $9.98 to $10, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares purchased at each separate price.

F2 · ownership.direct: These Shares are held directly for the account of Light Street Tungsten Master Fund, L.P. ("Tungsten"), and indirectly by LSCM and Mr. Kacher.

F4 · ownership.direct: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F2 · ownership.nature: These Shares are held directly for the account of Light Street Tungsten Master Fund, L.P. ("Tungsten"), and indirectly by LSCM and Mr. Kacher.

F4 · ownership.nature: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0001567619-21-016996 · doc1.xml · nonDerivative · entry 1

LIGHT STREET CAPITAL MANAGEMENT, LLC · CIK 0001569049 · 10% owner

Kacher Glen Thomas · CIK 0001723534 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 5,796,937

F5 · price: This price reflects the weighted average purchase price for open-market purchases of Shares made by the Reporting Persons on September 9, 2021 within a $1.00 range. The actual prices for these transactions range from $9.98 to $10, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares purchased at each separate price.

F1 · ownership.direct: The Class A ordinary shares ("Shares") are held directly for the account of Light Street Mercury Master Fund, L.P. ("Mercury"), and indirectly by Light Street Capital Management, LLC ("LSCM") and Glen Thomas Kacher ("Mr. Kacher").

F4 · ownership.direct: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F1 · ownership.nature: The Class A ordinary shares ("Shares") are held directly for the account of Light Street Mercury Master Fund, L.P. ("Mercury"), and indirectly by Light Street Capital Management, LLC ("LSCM") and Glen Thomas Kacher ("Mr. Kacher").

F4 · ownership.nature: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0001567619-21-017024 · doc1.xml · nonDerivative · entry 3

Light Street Mercury Master Fund, L.P. · CIK 0001723642 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 88,944

F5 · price: This price reflects the weighted average purchase price for open-market purchases of Shares made by the Reporting Persons on September 9, 2021 within a $1.00 range. The actual prices for these transactions range from $9.98 to $10, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares purchased at each separate price.

F3 · ownership.direct: These Shares are held directly for the account of Light Street Halo, L.P. ("Halo"), and indirectly by LSCM and Mr. Kacher.

F4 · ownership.direct: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F3 · ownership.nature: These Shares are held directly for the account of Light Street Halo, L.P. ("Halo"), and indirectly by LSCM and Mr. Kacher.

F4 · ownership.nature: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0001567619-21-017024 · doc1.xml · nonDerivative · entry 2

Light Street Mercury Master Fund, L.P. · CIK 0001723642 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 473,756

F5 · price: This price reflects the weighted average purchase price for open-market purchases of Shares made by the Reporting Persons on September 9, 2021 within a $1.00 range. The actual prices for these transactions range from $9.98 to $10, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares purchased at each separate price.

F2 · ownership.direct: These Shares are held directly for the account of Light Street Tungsten Master Fund, L.P. ("Tungsten"), and indirectly by LSCM and Mr. Kacher.

F4 · ownership.direct: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F2 · ownership.nature: These Shares are held directly for the account of Light Street Tungsten Master Fund, L.P. ("Tungsten"), and indirectly by LSCM and Mr. Kacher.

F4 · ownership.nature: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0001567619-21-017024 · doc1.xml · nonDerivative · entry 1

Light Street Mercury Master Fund, L.P. · CIK 0001723642 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 5,796,937

F5 · price: This price reflects the weighted average purchase price for open-market purchases of Shares made by the Reporting Persons on September 9, 2021 within a $1.00 range. The actual prices for these transactions range from $9.98 to $10, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares purchased at each separate price.

F1 · ownership.direct: The Class A ordinary shares ("Shares") are held directly for the account of Light Street Mercury Master Fund, L.P. ("Mercury"), and indirectly by Light Street Capital Management, LLC ("LSCM") and Glen Thomas Kacher ("Mr. Kacher").

F4 · ownership.direct: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F1 · ownership.nature: The Class A ordinary shares ("Shares") are held directly for the account of Light Street Mercury Master Fund, L.P. ("Mercury"), and indirectly by Light Street Capital Management, LLC ("LSCM") and Glen Thomas Kacher ("Mr. Kacher").

F4 · ownership.nature: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.