UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
NERDY INC.
(Name of Issuer)
Class A Common Stock, $0.0001 par value
(Title of Class of Securities)
64081V109
(CUSIP Number)
December 31, 2023
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange
Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Continued on following pages
Page 1 of 9 Pages
Exhibit Index: Page 8
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SCHEDULE 13G
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CUSIP No. 64081V109
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Page 2 of 9 Pages
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1
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NAMES OF REPORTING PERSONS
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LIGHT STREET CAPITAL MANAGEMENT, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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418,077
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7
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
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418,077
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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418,077
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.4%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA, OO
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SCHEDULE 13G
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CUSIP No. 64081V109
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Page 3 of 9 Pages
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1
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NAMES OF REPORTING PERSONS
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GLEN THOMAS KACHER
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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418,077
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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418,077
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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418,077
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.4%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN, HC
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SCHEDULE 13G
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CUSIP No. 64081V109
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Page 4 of 9 Pages
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1
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NAMES OF REPORTING PERSONS
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LIGHT STREET MERCURY MASTER FUND, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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53,077
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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53,077
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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53,077
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.1%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO, PN
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SCHEDULE 13G
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CUSIP No. 64081V109
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Page 5 of 9 Pages
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Item 1(a).
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Name of Issuer:
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Nerdy Inc.
| Item 1(b). |
Address of Issuer’s Principal Executive Offices:
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101 S. Hanley Rd., Suite 300, St. Louis, MO 63105
| Item 2(a). |
Name of Person Filing
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This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
| i) |
Light Street Capital Management, LLC (“LSCM”);
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| ii) |
Glen Thomas Kacher (“Mr. Kacher”); and
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| iii) |
Light Street Mercury Master Fund, L.P. (“Mercury”).
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This Statement relates to Shares (as defined herein) held for the account of Mercury, an exempted limited partnership in the Cayman
Islands, and Light Street Tungsten Master Fund, L.P., an exempted limited partnership in the Cayman Islands (“Tungsten”). LSCM serves as investment adviser and general partner to Mercury and Tungsten, and, in such capacities, exercises voting and
investment power over the Shares held in the account for Mercury and Tungsten. Mr. Kacher is the Chief Investment Officer of LSCM.
| Item 2(b). |
Address of Principal Business Office or, if None, Residence:
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The address of the principal business office of each of the Reporting Persons is 505 Hamilton Avenue, Suite 110, Palo Alto, CA 94301.
| Item 2(c). |
Citizenship:
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| i) |
LSCM is a limited liability company incorporated in Delaware;
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| ii) |
Mr. Kacher is a citizen of the United States of America; and
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Mercury is an exempted limited partnership in the Cayman Islands.
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| Item 2(d). |
Title of Class of Securities:
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Class A Common Stock, $0.0001 par value (“Shares”)
| Item 2(e). |
CUSIP Number:
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64081V109
| Item 3. |
If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
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This Item 3 is not applicable.
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SCHEDULE 13G
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CUSIP No. 64081V109
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Page 6 of 9 Pages
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| Item 4. |
Ownership:
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| Item 4(a) |
Amount Beneficially Owned:
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As of December 31, 2023, each of LSCM and Mr. Kacher may be deemed the beneficial owner of 418,077 Shares. This amount consists of: (A)
53,077 Shares held for the account of Mercury; and (B) 365,000 Shares held for the account of Tungsten.
| Item 4(b) |
Percent of Class:
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As of December 31, 2023, each of LSCM and Mr. Kacher may be deemed the beneficial owner of approximately 0.4% of Shares outstanding,
including approximately 0.1% of Shares outstanding held for the account of Mercury. (These percentages are based on 104,414,994 Shares outstanding as of October 31, 2023, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange
Commission on November 7, 2023.)
| Item 4(c) |
Number of Shares as to which such person has:
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LSCM and Mr. Kacher:
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(i) Sole power to vote or direct the vote:
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0
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(ii) Shared power to vote or direct the vote:
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418,077
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(iii) Sole power to dispose or direct the disposition of:
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0
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(iv) Shared power to dispose or direct the disposition of:
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418,077
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Mercury:
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(i) Sole power to vote or direct the vote:
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0
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(ii) Shared power to vote or direct the vote:
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53,077
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(iii) Sole power to dispose or direct the disposition of:
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0
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(iv) Shared power to dispose or direct the disposition of:
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53,077
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| Item 5. |
Ownership of Five Percent or Less of a Class:
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If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial
owners of more than five percent of the class of securities, check the following ☒.
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person:
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See disclosure in Items 2 and 4 hereof.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:
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See disclosure in Item 2 hereof.
| Item 8. |
Identification and Classification of Members of the Group:
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This Item 8 is not applicable.
| Item 9. |
Notice of Dissolution of Group:
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This Item 9 is not applicable.
| Item 10. |
Certification:
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other
than activities solely in connection with a nomination under §240.14a-11.
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SCHEDULE 13G
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CUSIP No. 64081V109
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Page 7 of 9 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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Light Street Capital Management, LLC
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By:
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/s/ Theo J. Robins
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Theo J. Robins
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Chief Compliance Officer
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Glen Thomas Kacher
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By:
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/s/ Glen Thomas Kacher
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Light Street Mercury Master Fund, L.P.
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By:
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Light Street Capital Management, LLC
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By:
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/s/ Theo J. Robins
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Theo J. Robins
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Chief Compliance Officer
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February 14, 2024
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SCHEDULE 13G
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CUSIP No. 64081V109
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Page 8 of 9 Pages
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EXHIBIT INDEX
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Ex.
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Page No.
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Joint Filing Agreement
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9
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SCHEDULE 13G
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CUSIP No. 64081V109
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Page 9 of 9 Pages
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JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A Common Stock of Nerdy Inc., dated as of
February 14, 2024 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended.
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Light Street Capital Management, LLC
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By:
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/s/ Theo J. Robins
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Theo J. Robins
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Chief Compliance Officer
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Glen Thomas Kacher
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By:
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/s/ Glen Thomas Kacher
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Light Street Mercury Master Fund, L.P.
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By:
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Light Street Capital Management, LLC
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By:
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/s/ Theo J. Robins
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Theo J. Robins
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Chief Compliance Officer
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February 14, 2024
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