Nerdy commences exchange offer for public warrants and consent solicitation to simplify capital structure

Nerdy Inc.

0.250 shares of Class A per public warrant tendered; non-tendered warrants forced at 0.225 shares.
Private warrant holders (95% consented) agree to exchange at same ratio; private B warrants cashless exercise.
Earnout holders (93% of 8M shares/units) forfeit 60% of earnout equity; remaining 40% vest unconditionally upon closing.
Net dilution impact less than 0.1% of fully diluted shares; purpose to reduce warrant overhang.
Offer commenced August 21, 2023; ~58% of public warrant holders already agreed to tender.

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