Cover Page
Cover Page | 6 Months Ended |
Jun. 30, 2021 | |
Document Information [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | Nerdy Inc. |
Entity Central Index Key | 0001819404 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue | $ 32,786,000 | $ 21,570,000 | $ 67,351,000 | $ 44,565,000 | $ 103,968,000 | $ 90,452,000 | $ 72,038,000 | |
Cost of revenue | 11,513,000 | 7,523,000 | 22,705,000 | 15,982,000 | 34,834,000 | 30,830,000 | 26,501,000 | |
Gross Profit | 21,273,000 | 14,047,000 | 44,646,000 | 28,583,000 | 69,134,000 | 59,622,000 | 45,537,000 | |
Sales and marketing expenses | 14,165,000 | 7,411,000 | 28,747,000 | 17,615,000 | 43,838,000 | 37,967,000 | 30,494,000 | |
General and administrative expenses | 14,526,000 | 9,475,000 | 27,772,000 | 20,647,000 | 43,231,000 | 42,192,000 | 40,592,000 | |
Operating loss | (7,418,000) | (2,839,000) | (11,873,000) | (9,679,000) | (17,935,000) | (20,537,000) | (25,549,000) | |
Interest expense | 1,258,000 | 1,248,000 | 2,502,000 | 2,372,000 | 4,904,000 | 2,101,000 | 157,000 | |
Other expense (income), net | 55,000 | 14,000 | 82,000 | 48,000 | 1,824,000 | (199,000) | (329,000) | |
Gain on extinguishment of debt | (8,395,000) | 0 | (8,395,000) | 0 | ||||
Net loss attributable to ordinary shares | (481,000) | (4,246,000) | (6,352,000) | (12,389,000) | (244,498,000) | (23,017,000) | (25,955,000) | |
Net loss | $ (336,000) | $ (4,101,000) | $ (6,062,000) | $ (12,099,000) | $ (24,663,000) | $ (22,439,000) | $ (25,377,000) | |
Net loss per common unit, basic and diluted | $ (0.01) | $ (0.05) | $ (0.07) | $ (0.14) | $ (2.86) | $ (0.27) | $ (0.30) | |
Weighted average common units outstanding, basic and diluted | 85,565,000 | 85,565,000 | 85,565,000 | 85,565,000 | 85,564,605 | 85,564,605 | 85,564,605 | |
TPG Pace Tech Opportunities Corp [Member] | ||||||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Professional fees and other expenses | 1,139,648 | 868 | 5,631,919 | 868 | ||||
Professional fees, offering costs and other expenses | 8,587 | 1,396,054 | ||||||
Change in fair value of derivatives | 8,053,333 | 0 | (24,763,334) | 0 | 0 | 31,926,667 | ||
Operating loss | (9,192,981) | (868) | 19,131,415 | (868) | (8,587) | (33,322,721) | ||
Interest income | 6,839 | 0 | 13,602 | 0 | 93 | 5,937 | ||
Net loss attributable to ordinary shares | (9,186,142) | $ (868) | 19,145,017 | $ (868) | $ (8,494) | (33,316,784) | ||
TPG Pace Tech Opportunities Corp [Member] | Common Class A [Member] | ||||||||
Net loss attributable to ordinary shares | $ (7,348,914) | $ 15,316,014 | $ (26,653,427) | |||||
Net loss per common unit, basic and diluted | $ (0.16) | $ 0 | $ 0.34 | $ 0 | $ 0 | $ (2.58) | ||
Weighted average common units outstanding, basic and diluted | 45,000,000 | 0 | 45,000,000 | 0 | 0 | 10,327,869 | ||
TPG Pace Tech Opportunities Corp [Member] | Common Class F [Member] | ||||||||
Net loss attributable to ordinary shares | $ (1,837,228) | $ 3,829,003 | $ (6,663,357) | |||||
Net loss per common unit, basic and diluted | $ (0.16) | $ 0 | $ 0.34 | $ 0 | $ 0 | $ (0.37) | ||
Weighted average common units outstanding, basic and diluted | 11,250,000 | 20,000,000 | 11,250,000 | 20,000,000 | 16,321,839 | 18,050,376 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Net loss | $ (336) | $ (4,101) | $ (6,062) | $ (12,099) | $ (24,663) | $ (22,439) | $ (25,377) |
Other comprehensive income (loss) | |||||||
Foreign currency translation | 16 | (10) | 50 | (277) | 120 | 141 | (270) |
Total comprehensive loss | $ (320) | $ (4,111) | $ (6,012) | $ (12,376) | $ (24,543) | $ (22,298) | $ (25,647) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | |||
Cash and cash equivalents | $ 14,718,000 | $ 29,265,000 | $ 25,044,000 |
Accounts receivable, net | 1,442,000 | 475,000 | 758,000 |
Other current assets | 2,256,000 | 1,821,000 | 2,307,000 |
Total current assets | 18,416,000 | 31,561,000 | 28,109,000 |
Fixed assets, net | 9,864,000 | 10,297,000 | 12,878,000 |
Goodwill | 5,717,000 | 5,717,000 | 5,717,000 |
Intangible assets, net | 8,035,000 | 8,534,000 | 9,481,000 |
Deferred issuance costs | 2,278,000 | 0 | |
Other assets | 1,154,000 | 1,165,000 | 2,606,000 |
Total assets | 45,464,000 | 57,274,000 | 58,791,000 |
Current liabilities | |||
Accounts payable | 5,243,000 | 4,446,000 | 2,267,000 |
Deferred revenue | 17,695,000 | 17,270,000 | 14,723,000 |
Current portion of long-term debt | 0 | 6,535,000 | 0 |
Other current liabilities | 6,127,000 | 6,090,000 | 4,024,000 |
Accrued professional fees and other expenses | 700,000 | ||
Total current liabilities | 29,065,000 | 34,341,000 | 21,014,000 |
Other liabilities | 1,452,000 | 1,554,000 | 0 |
Long-term debt, net | 39,620,000 | 41,044,000 | 34,629,000 |
Total liabilities | 70,137,000 | 76,939,000 | 55,643,000 |
Commitments and Contingencies (See Note 14) | |||
Redeemable preferred units: | |||
Total redeemable preferred units | 378,796,000 | 378,796,000 | 159,539,000 |
Members' Equity: | |||
Common Stock | 86,000 | 86,000 | 86,000 |
Additional paid-in capital | 7,837,000 | 6,833,000 | 5,103,000 |
Accumulated deficit | (418,445,000) | (412,383,000) | (168,463,000) |
Accumulated other comprehensive income | 346,000 | 296,000 | 176,000 |
Total members' equity | (403,469,000) | (398,461,000) | (156,391,000) |
Total shareholders' deficit | (24,673,000) | (19,665,000) | 3,148,000 |
Total liabilities, redeemable preferred units and members' equity | 45,464,000 | 57,274,000 | 58,791,000 |
Series B Preferred Stock [Member] | |||
Redeemable preferred units: | |||
Total redeemable preferred units | 259,638,000 | 259,638,000 | 109,492,000 |
Members' Equity: | |||
Total shareholders' deficit | 259,638,000 | 259,638,000 | 109,492,000 |
Series C Preferred Stock [Member] | |||
Redeemable preferred units: | |||
Total redeemable preferred units | 119,158,000 | 119,158,000 | 50,047,000 |
Members' Equity: | |||
Total shareholders' deficit | 119,158,000 | 119,158,000 | 50,047,000 |
Series A Preferred Stock [Member] | |||
Members' Equity: | |||
Preferred Units | 3,309,000 | 3,309,000 | 3,309,000 |
Total shareholders' deficit | 3,309,000 | 3,309,000 | 3,309,000 |
Series A1 Preferred Stock [Member] | |||
Members' Equity: | |||
Preferred Units | 3,398,000 | 3,398,000 | 3,398,000 |
Total shareholders' deficit | 3,398,000 | 3,398,000 | 3,398,000 |
Common Class A [Member] | |||
Members' Equity: | |||
Common Stock | 0 | ||
TPG Pace Tech Opportunities Corp [Member] | |||
Current assets | |||
Cash and cash equivalents | 1,121,886 | 534,095 | 25,093 |
Prepaid expenses | 241,492 | 277,890 | |
Total current assets | 1,363,378 | 811,985 | 25,093 |
Investments held in Trust Account | 450,019,539 | 450,005,937 | |
Total assets | 451,382,917 | 450,817,922 | 25,093 |
Current liabilities | |||
Accrued professional fees and other expenses | 4,717,220 | 533,908 | 8,587 |
Note payable to Sponsor | 2,000,000 | ||
Derivative liabilities | 34,773,333 | 59,536,667 | 27,610,000 |
Total current liabilities | 41,490,553 | 60,070,575 | 8,587 |
Deferred underwriting compensation | 15,750,000 | 15,750,000 | |
Total liabilities | 57,240,553 | 75,820,575 | 8,587 |
Commitments and Contingencies (See Note 14) | |||
Class A ordinary shares subject to possible redemption: 45,000,000 shares at a redemption value of $10.00 per share | 450,019,539 | 450,005,937 | |
Members' Equity: | |||
Preferred Units | 0 | ||
Additional paid-in capital | 0 | 23,000 | |
Accumulated deficit | (55,878,300) | (75,009,715) | (8,494) |
Total shareholders' deficit | (55,877,175) | (75,008,590) | 16,506 |
Total liabilities, redeemable preferred units and members' equity | 451,382,917 | 450,817,922 | 25,093 |
TPG Pace Tech Opportunities Corp [Member] | Common Class A [Member] | |||
Members' Equity: | |||
Common Stock | 0 | 0 | |
Total shareholders' deficit | 0 | 0 | 0 |
TPG Pace Tech Opportunities Corp [Member] | Class F Ordinary Shares | |||
Members' Equity: | |||
Common Stock | 1,125 | 1,125 | 2,000 |
Total shareholders' deficit | $ 1,125 | $ 1,125 | $ 2,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred Stock, Shares Authorized | 1,000,000 | ||
Common Stock, Par or Stated Value Per Share | $ 0.000001 | $ 0.000001 | $ 0.000001 |
Common Stock, Shares Authorized | 85,564,605 | 85,564,605 | 85,564,605 |
Common Stock, Shares, Issued | 85,564,605 | 85,564,605 | 85,564,605 |
Common Stock, Shares, Outstanding | 85,564,605 | 85,564,605 | 85,564,605 |
TPG Pace Tech Opportunities Corp [Member] | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | 0 | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 | 0 |
Common Stock, Shares, Outstanding | 45,000,000 | ||
Series B Preferred Stock [Member] | |||
Temporary Equity, Par or Stated Value Per Share | $ 0 | $ 0 | $ 0 |
Temporary Equity, Shares Authorized | 40,499,299 | 40,499,299 | 40,499,299 |
Temporary Equity, Shares Issued | 40,499,299 | 40,499,299 | 40,499,299 |
Temporary Equity, Shares Outstanding | 40,499,299 | 40,499,299 | 40,499,299 |
Series C Preferred Stock [Member] | |||
Temporary Equity, Par or Stated Value Per Share | $ 0 | $ 0 | $ 0 |
Temporary Equity, Shares Authorized | 18,586,623 | 18,586,623 | 18,586,623 |
Temporary Equity, Shares Issued | 18,586,623 | 18,586,623 | 18,586,623 |
Temporary Equity, Shares Outstanding | 18,586,623 | 18,586,623 | 18,586,623 |
Series A Preferred Stock [Member] | |||
Preferred Stock, Par or Stated Value Per Share | $ 0 | $ 0 | $ 0 |
Preferred Stock, Shares Authorized | 7,906,980 | 7,906,980 | 7,906,980 |
Preferred Stock, Shares Issued | 7,906,980 | 7,906,980 | 7,906,980 |
Preferred Stock, Shares Outstanding | 7,906,980 | 7,906,980 | 7,906,980 |
Series A1 Preferred Stock [Member] | |||
Preferred Stock, Par or Stated Value Per Share | $ 0 | $ 0 | $ 0 |
Preferred Stock, Shares Authorized | 7,822,681 | 7,822,681 | 7,822,681 |
Preferred Stock, Shares Issued | 7,822,681 | 7,822,681 | 7,822,681 |
Preferred Stock, Shares Outstanding | 7,822,681 | 7,822,681 | 7,822,681 |
Common Class A [Member] | TPG Pace Tech Opportunities Corp [Member] | |||
Temporary Equity, Shares Issued | 2,046,599 | ||
Temporary Equity, Shares Outstanding | 45,000,000 | 45,000,000 | |
Temporary Equity, Redemption Price Per Share | $ 10 | $ 10 | $ 10 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 0 | 0 | 0 |
Common Stock, Shares, Outstanding | 0 | 0 | 0 |
Common Stock Shares Subject To Possible Redemption | 45,000,000 | 45,000,000 | 0 |
Common Class F [Member] | TPG Pace Tech Opportunities Corp [Member] | |||
Preferred Stock, Shares Authorized | 1,000,000 | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Common Stock, Shares, Issued | 11,250,000 | 11,250,000 | 20,000,000 |
Common Stock, Shares, Outstanding | 11,250,000 | 11,250,000 | 20,000,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash Flows From Operating Activities | ||||||
Net loss | $ (6,062,000) | $ (12,099,000) | $ (24,663,000) | $ (22,439,000) | $ (25,377,000) | |
Adjustments to reconcile net loss to net cash used in operating activities | ||||||
Depreciation & amortization | 2,629,000 | 2,470,000 | 4,997,000 | 3,956,000 | 2,535,000 | |
Amortization of intangibles | 536,000 | 519,000 | 1,046,000 | 1,053,000 | 0 | |
Loss (gain) on asset dispositions | 458,000 | (4,000) | 7,000 | |||
Stock-based compensation | 1,004,000 | 790,000 | 1,730,000 | 1,747,000 | 1,405,000 | |
Amortization of deferred debt charges | 335,000 | 321,000 | 657,000 | 242,000 | 0 | |
Gain on extinguishment of debt | (8,395,000) | 0 | ||||
Changes in assets and liabilities | ||||||
Accounts receivable | (967,000) | 514,000 | 283,000 | (239,000) | 632,000 | |
Other current assets | (435,000) | 44,000 | 343,000 | (283,000) | 270,000 | |
Other assets | 11,000 | 17,000 | 149,000 | 71,000 | 50,000 | |
Accounts payable | 119,000 | 292,000 | 2,179,000 | 953,000 | 186,000 | |
Other current liabilities | 65,000 | 1,007,000 | 2,066,000 | (1,401,000) | 793,000 | |
Other liabilities | (102,000) | 321,000 | 1,554,000 | 0 | 0 | |
Deferred revenue | 425,000 | (1,438,000) | 2,547,000 | 26,000 | 4,831,000 | |
Net Cash Used In Operating Activities | (10,837,000) | (7,242,000) | (6,654,000) | (16,318,000) | (14,668,000) | |
Cash Flows From Investing Activities | ||||||
Capital expenditures | (2,115,000) | (1,319,000) | (2,874,000) | (6,356,000) | (5,842,000) | |
Acquisitions | 0 | 0 | (10,000,000) | |||
Net Cash Used In Investing Activities | (2,115,000) | (1,319,000) | (2,874,000) | (6,356,000) | (15,842,000) | |
Cash Flows From Financing Activities | ||||||
Proceeds from revolving debt facility | 0 | 0 | 10,000,000 | |||
Repayment of revolving debt facility | 0 | (10,000,000) | 0 | |||
Deferred issuance costs | (1,606,000) | 0 | ||||
Proceeds from promissory note | 0 | 8,293,000 | 8,293,000 | 0 | 0 | |
Proceeds from loan and security agreement | 0 | 4,000,000 | 4,000,000 | 35,000,000 | 0 | |
Debt issuance costs | 0 | (613,000) | 0 | |||
Capital contributions | 0 | 0 | 1,083,000 | |||
Settlement redemption | 0 | 0 | (50,000) | |||
Net Cash (Used In) Provided By Financing Activities | (1,606,000) | 12,293,000 | 12,293,000 | 24,387,000 | 11,033,000 | |
Effect of Exchange Rate Change on Cash | 11,000 | (69,000) | 21,000 | 28,000 | (13,000) | |
Net (decrease) increase in Cash, cash equivalents and restricted cash | (14,547,000) | 3,663,000 | 2,786,000 | 1,741,000 | (19,490,000) | |
Cash, cash equivalents and restricted cash at beginning of period | 30,682,000 | 27,896,000 | 27,896,000 | 26,155,000 | 45,645,000 | |
Cash, cash equivalents and restricted cash at end of period | 16,135,000 | 31,559,000 | $ 27,896,000 | 30,682,000 | 27,896,000 | 26,155,000 |
Supplemental Cash Flow Information | ||||||
Purchase of fixed assets included in accounts payable | 79,000 | 0 | ||||
Cash paid for interest | 2,136,000 | 2,006,000 | 4,148,000 | 1,442,000 | $ 0 | |
TPG Pace Tech Opportunities Corp [Member] | ||||||
Cash Flows From Operating Activities | ||||||
Net income attributable to ordinary shares | 19,145,017 | (868) | (8,494) | (33,316,784) | ||
Changes in assets and liabilities | ||||||
Prepaid expenses | 36,398 | 0 | 0 | (277,890) | ||
Accrued professional fees and other expenses | 4,183,312 | 868 | 8,587 | 1,193,073 | ||
Change in fair value of derivatives | (24,763,334) | 0 | 0 | 31,926,667 | ||
Interest on investments held in Trust Account | (13,602) | 0 | (93) | (5,937) | ||
Net Cash Used In Operating Activities | (1,412,209) | 0 | 93 | (480,871) | ||
Cash Flows From Investing Activities | ||||||
Proceeds deposited into Trust Account | 0 | (450,000,000) | ||||
Net Cash Used In Investing Activities | 0 | (450,000,000) | ||||
Cash Flows From Financing Activities | ||||||
Proceeds from sale of Class F ordinary shares to Sponsor | 25,000 | 0 | ||||
Proceeds from sale of Units in initial public offering | 0 | 450,000,000 | ||||
Proceeds from sale of Private Placement Warrants to Sponsor | 0 | 11,000,000 | ||||
Proceeds of notes payable from Sponsor | 2,000,000 | 0 | 0 | 300,000 | ||
Payment Of Underwriters Discounts | 0 | (9,000,000) | ||||
Payment of underwriters discounts | 0 | (1,010,127) | ||||
Repayment of notes payable from Sponsor | 0 | (300,000) | ||||
Net Cash (Used In) Provided By Financing Activities | 2,000,000 | 0 | 25,000 | 450,989,873 | ||
Net (decrease) increase in Cash, cash equivalents and restricted cash | 587,791 | 0 | 25,093 | 509,002 | ||
Cash, cash equivalents and restricted cash at beginning of period | 534,095 | 25,093 | 0 | 25,093 | ||
Cash, cash equivalents and restricted cash at end of period | $ 1,121,886 | $ 25,093 | 25,093 | 534,095 | $ 25,093 | |
Supplemental Cash Flow Information | ||||||
Deferred underwriting compensation | 0 | 15,750,000 | ||||
Accrued offering costs | $ 0 | $ 84,999 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Redeemable Preferred Units and Members' Equity - USD ($) | Total | Series B Preferred Stock [Member] | Series C Preferred Stock [Member] | Series A Preferred Stock [Member] | Series A1 Preferred Stock [Member] | Previously Reported [Member] | Previously Reported [Member]Series B Preferred Stock [Member] | Previously Reported [Member]Series C Preferred Stock [Member] | Previously Reported [Member]Series A Preferred Stock [Member] | Previously Reported [Member]Series A1 Preferred Stock [Member] | Revision of Prior Period, Adjustment [Member] | TPG Pace Tech Opportunities Corp [Member] | TPG Pace Tech Opportunities Corp [Member]Common Class A [Member] | TPG Pace Tech Opportunities Corp [Member]Common Class F [Member] | TPG Pace Tech Opportunities Corp [Member]Previously Reported [Member] | TPG Pace Tech Opportunities Corp [Member]Revision of Prior Period, Adjustment [Member] | TPG Pace Tech Opportunities Corp [Member]Class F Ordinary Shares Forfeited On October Two Two Thousand Twenty [Member] | TPG Pace Tech Opportunities Corp [Member]Class F Ordinary Shares Forfeited On October Two Two Thousand Twenty [Member]Common Class F [Member] | TPG Pace Tech Opportunities Corp [Member]Class F Ordinary Shares Forfeited On November Twenty Two Thousand Twenty [Member] | TPG Pace Tech Opportunities Corp [Member]Class F Ordinary Shares Forfeited On November Twenty Two Thousand Twenty [Member]Common Class F [Member] | Common Stock [Member] | Common Stock [Member]Previously Reported [Member] | Additional paid-in capital [Member] | Additional paid-in capital [Member]Previously Reported [Member] | Additional paid-in capital [Member]TPG Pace Tech Opportunities Corp [Member] | Accumulated deficit [Member] | Accumulated deficit [Member]Previously Reported [Member] | Accumulated deficit [Member]Revision of Prior Period, Adjustment [Member] | Accumulated deficit [Member]TPG Pace Tech Opportunities Corp [Member] | Accumulated other comprehensive income [Member] | Accumulated other comprehensive income [Member]Previously Reported [Member] | Preferred Stock [Member]TPG Pace Tech Opportunities Corp [Member] |
Beginning Balance at Dec. 31, 2017 | $ 30,141,000 | $ 109,542,000 | $ 48,964,000 | $ 3,309,000 | $ 3,398,000 | $ 86,000 | $ 1,951,000 | $ (137,414,000) | $ 305,000 | |||||||||||||||||||||||
Beginning Balance (in Shares) at Dec. 31, 2017 | 40,539,397 | 18,185,918 | 7,906,980 | 7,822,681 | 85,564,605 | |||||||||||||||||||||||||||
Capital contribution | 1,083,000 | $ 1,083,000 | ||||||||||||||||||||||||||||||
Capital contribution (in shares) | 400,705 | |||||||||||||||||||||||||||||||
Settlement redemption | (50,000) | $ (50,000) | ||||||||||||||||||||||||||||||
Settlement redemption (in shares) | (40,098) | |||||||||||||||||||||||||||||||
Stock-based compensation | 1,405,000 | 1,405,000 | ||||||||||||||||||||||||||||||
Foreign currency translation | (270,000) | (270,000) | ||||||||||||||||||||||||||||||
Net loss | (25,377,000) | (25,377,000) | ||||||||||||||||||||||||||||||
Net income (loss) attributable to ordinary shares | (25,955,000) | |||||||||||||||||||||||||||||||
Ending Balance at Dec. 31, 2018 | 23,699,000 | $ 109,492,000 | $ 50,047,000 | $ 3,309,000 | $ 3,398,000 | $ 6,932,000 | $ 109,492,000 | $ 50,047,000 | $ 3,309,000 | $ 3,398,000 | $ 16,767,000 | $ 86,000 | $ 86,000 | 3,356,000 | $ 3,356,000 | (146,024,000) | $ (162,791,000) | $ 16,767,000 | 35,000 | $ 35,000 | ||||||||||||
Ending Balance (in shares) at Dec. 31, 2018 | 40,499,299 | 18,586,623 | 7,906,980 | 7,822,681 | 40,499,299 | 18,586,623 | 7,906,980 | 7,822,681 | 85,564,605 | 86,564,605 | ||||||||||||||||||||||
Stock-based compensation | 1,747,000 | 1,747,000 | ||||||||||||||||||||||||||||||
Foreign currency translation | 141,000 | 141,000 | ||||||||||||||||||||||||||||||
Net loss | (22,439,000) | (22,439,000) | ||||||||||||||||||||||||||||||
Net income (loss) attributable to ordinary shares | (23,017,000) | |||||||||||||||||||||||||||||||
Ending Balance at Dec. 31, 2019 | 3,148,000 | $ 109,492,000 | $ 50,047,000 | $ 3,309,000 | $ 3,398,000 | $ 16,506 | $ 0 | $ 2,000 | $ 86,000 | 5,103,000 | $ 23,000 | (168,463,000) | $ (8,494) | 176,000 | $ 0 | |||||||||||||||||
Ending Balance (in shares) at Dec. 31, 2019 | 40,499,299 | 18,586,623 | 7,906,980 | 7,822,681 | 0 | 20,000,000 | 85,564,605 | 0 | ||||||||||||||||||||||||
Beginning Balance at Jul. 10, 2019 | 0 | $ 0 | $ 0 | 0 | 0 | $ 0 | ||||||||||||||||||||||||||
Beginning Balance (in Shares) at Jul. 10, 2019 | 0 | 0 | 0 | |||||||||||||||||||||||||||||
Sale of Class F ordinary shares to Sponsor on August 12, 2019 at $0.001 per share | 25,000 | $ 2,000 | 23,000 | |||||||||||||||||||||||||||||
Sale of Class F ordinary shares to Sponsor on August 12, 2019 at $0.001 per share (in shares) | 20,000,000 | |||||||||||||||||||||||||||||||
Net income (loss) attributable to ordinary shares | (8,494) | (8,494) | ||||||||||||||||||||||||||||||
Ending Balance at Dec. 31, 2019 | 3,148,000 | $ 109,492,000 | $ 50,047,000 | $ 3,309,000 | $ 3,398,000 | 16,506 | $ 0 | $ 2,000 | $ 86,000 | 5,103,000 | 23,000 | (168,463,000) | (8,494) | 176,000 | $ 0 | |||||||||||||||||
Ending Balance (in shares) at Dec. 31, 2019 | 40,499,299 | 18,586,623 | 7,906,980 | 7,822,681 | 0 | 20,000,000 | 85,564,605 | 0 | ||||||||||||||||||||||||
Net income (loss) attributable to ordinary shares | 0 | 0 | 0 | |||||||||||||||||||||||||||||
Ending Balance at Mar. 31, 2020 | (4,721,000) | $ 109,492,000 | $ 50,047,000 | $ 3,309,000 | $ 3,398,000 | 16,506 | $ 2,000 | $ 86,000 | 5,499,000 | 23,000 | (176,461,000) | (8,494) | (91,000) | |||||||||||||||||||
Ending Balance (in shares) at Mar. 31, 2020 | 40,499,299 | 18,586,623 | 7,906,980 | 7,822,681 | 20,000,000 | 85,564,605 | ||||||||||||||||||||||||||
Beginning Balance at Dec. 31, 2019 | 3,148,000 | $ 109,492,000 | $ 50,047,000 | $ 3,309,000 | $ 3,398,000 | 16,506 | $ 0 | $ 2,000 | $ 86,000 | 5,103,000 | 23,000 | (168,463,000) | (8,494) | 176,000 | $ 0 | |||||||||||||||||
Beginning Balance (in Shares) at Dec. 31, 2019 | 40,499,299 | 18,586,623 | 7,906,980 | 7,822,681 | 0 | 20,000,000 | 85,564,605 | 0 | ||||||||||||||||||||||||
Stock-based compensation | 790,000 | 790,000 | ||||||||||||||||||||||||||||||
Foreign currency translation | (277,000) | (277,000) | ||||||||||||||||||||||||||||||
Net loss | (12,099,000) | (12,099,000) | ||||||||||||||||||||||||||||||
Net income (loss) attributable to ordinary shares | (12,389,000) | (868) | ||||||||||||||||||||||||||||||
Ending Balance at Jun. 30, 2020 | (8,438,000) | $ 109,492,000 | $ 50,047,000 | $ 3,309,000 | $ 3,398,000 | 15,638 | $ 0 | $ 2,000 | $ 86,000 | 5,893,000 | 23,000 | (180,562,000) | (9,362) | (101,000) | $ 0 | |||||||||||||||||
Ending Balance (in shares) at Jun. 30, 2020 | 40,499,299 | 18,586,623 | 7,906,980 | 7,822,681 | 20,000,000 | 85,564,605 | ||||||||||||||||||||||||||
Beginning Balance at Dec. 31, 2019 | 3,148,000 | $ 109,492,000 | $ 50,047,000 | $ 3,309,000 | $ 3,398,000 | 16,506 | $ 0 | $ 2,000 | $ 86,000 | 5,103,000 | 23,000 | (168,463,000) | (8,494) | 176,000 | $ 0 | |||||||||||||||||
Beginning Balance (in Shares) at Dec. 31, 2019 | 40,499,299 | 18,586,623 | 7,906,980 | 7,822,681 | 0 | 20,000,000 | 85,564,605 | 0 | ||||||||||||||||||||||||
Stock-based compensation | 1,730,000 | 1,730,000 | ||||||||||||||||||||||||||||||
Foreign currency translation | 120,000 | 120,000 | ||||||||||||||||||||||||||||||
Redeemable Preferred Unit accretion | $ 150,146,000 | $ 69,111,000 | (219,257,000) | |||||||||||||||||||||||||||||
Class F ordinary shares forfeited by Sponsor | $ (706) | $ (706) | $ (169) | $ (169) | ||||||||||||||||||||||||||||
Class F ordinary shares forfeited by Sponsor (in shares) | (7,062,500) | (1,687,500) | ||||||||||||||||||||||||||||||
Net loss | (24,663,000) | (24,663,000) | ||||||||||||||||||||||||||||||
Net income (loss) attributable to ordinary shares | (244,498,000) | (33,316,784) | $ (26,653,427) | $ (6,663,357) | $ (637,366) | $ (32,679,418) | (33,316,784) | |||||||||||||||||||||||||
Adjustment to increase Class A ordinary shares subject to possible redemption to maximum redemption value | (41,707,437) | (23,000) | (41,684,437) | |||||||||||||||||||||||||||||
Ending Balance at Dec. 31, 2020 | (19,665,000) | $ 259,638,000 | $ 119,158,000 | $ 3,309,000 | $ 3,398,000 | (75,008,590) | $ 0 | $ 1,125 | 5,000,004 | (80,008,594) | $ 86,000 | 6,833,000 | 0 | (412,383,000) | (75,009,715) | 296,000 | $ 0 | |||||||||||||||
Ending Balance (in shares) at Dec. 31, 2020 | 40,499,299 | 18,586,623 | 7,906,980 | 7,822,681 | 0 | 11,250,000 | 85,564,605 | 0 | ||||||||||||||||||||||||
Beginning Balance at Mar. 31, 2020 | (4,721,000) | $ 109,492,000 | $ 50,047,000 | $ 3,309,000 | $ 3,398,000 | 16,506 | $ 2,000 | $ 86,000 | 5,499,000 | 23,000 | (176,461,000) | (8,494) | (91,000) | |||||||||||||||||||
Beginning Balance (in Shares) at Mar. 31, 2020 | 40,499,299 | 18,586,623 | 7,906,980 | 7,822,681 | 20,000,000 | 85,564,605 | ||||||||||||||||||||||||||
Stock-based compensation | 394,000 | 394,000 | ||||||||||||||||||||||||||||||
Foreign currency translation | (10,000) | (10,000) | ||||||||||||||||||||||||||||||
Net loss | (4,101,000) | (4,101,000) | ||||||||||||||||||||||||||||||
Net income (loss) attributable to ordinary shares | (4,246,000) | (868) | (868) | |||||||||||||||||||||||||||||
Ending Balance at Jun. 30, 2020 | (8,438,000) | $ 109,492,000 | $ 50,047,000 | $ 3,309,000 | $ 3,398,000 | 15,638 | $ 0 | $ 2,000 | $ 86,000 | 5,893,000 | 23,000 | (180,562,000) | (9,362) | (101,000) | $ 0 | |||||||||||||||||
Ending Balance (in shares) at Jun. 30, 2020 | 40,499,299 | 18,586,623 | 7,906,980 | 7,822,681 | 20,000,000 | 85,564,605 | ||||||||||||||||||||||||||
Beginning Balance at Dec. 31, 2020 | (19,665,000) | $ 259,638,000 | $ 119,158,000 | $ 3,309,000 | $ 3,398,000 | (75,008,590) | $ 0 | $ 1,125 | 5,000,004 | (80,008,594) | $ 86,000 | 6,833,000 | 0 | (412,383,000) | (75,009,715) | 296,000 | $ 0 | |||||||||||||||
Beginning Balance (in Shares) at Dec. 31, 2020 | 40,499,299 | 18,586,623 | 7,906,980 | 7,822,681 | 0 | 11,250,000 | 85,564,605 | 0 | ||||||||||||||||||||||||
Net income (loss) attributable to ordinary shares | 28,331,159 | 28,331,159 | ||||||||||||||||||||||||||||||
Adjustment to increase Class A ordinary shares subject to possible redemption to maximum redemption value | (6,763) | (6,763) | ||||||||||||||||||||||||||||||
Ending Balance at Mar. 31, 2021 | (24,855,000) | $ 259,638,000 | $ 119,158,000 | $ 3,309,000 | $ 3,398,000 | (46,684,194) | $ 0 | $ 1,125 | $ 86,000 | 7,335,000 | (418,109,000) | (46,685,319) | 330,000 | $ 0 | ||||||||||||||||||
Ending Balance (in shares) at Mar. 31, 2021 | 40,499,299 | 18,586,623 | 7,906,980 | 7,822,681 | 11,250,000 | 85,564,605 | ||||||||||||||||||||||||||
Beginning Balance at Dec. 31, 2020 | (19,665,000) | $ 259,638,000 | $ 119,158,000 | $ 3,309,000 | $ 3,398,000 | (75,008,590) | $ 0 | $ 1,125 | $ 5,000,004 | $ (80,008,594) | $ 86,000 | 6,833,000 | $ 0 | (412,383,000) | (75,009,715) | 296,000 | $ 0 | |||||||||||||||
Beginning Balance (in Shares) at Dec. 31, 2020 | 40,499,299 | 18,586,623 | 7,906,980 | 7,822,681 | 0 | 11,250,000 | 85,564,605 | 0 | ||||||||||||||||||||||||
Stock-based compensation | 1,004,000 | 1,004,000 | ||||||||||||||||||||||||||||||
Foreign currency translation | 50,000 | 50,000 | ||||||||||||||||||||||||||||||
Net loss | (6,062,000) | (6,062,000) | ||||||||||||||||||||||||||||||
Net income (loss) attributable to ordinary shares | (6,352,000) | 19,145,017 | $ 15,316,014 | $ 3,829,003 | ||||||||||||||||||||||||||||
Ending Balance at Jun. 30, 2021 | (24,673,000) | $ 259,638,000 | $ 119,158,000 | $ 3,309,000 | $ 3,398,000 | (55,877,175) | 0 | $ 1,125 | $ 86,000 | 7,837,000 | (418,445,000) | (55,878,300) | 346,000 | $ 0 | ||||||||||||||||||
Ending Balance (in shares) at Jun. 30, 2021 | 40,499,299 | 18,586,623 | 7,906,980 | 7,822,681 | 11,250,000 | 85,564,605 | ||||||||||||||||||||||||||
Beginning Balance at Mar. 31, 2021 | (24,855,000) | $ 259,638,000 | $ 119,158,000 | $ 3,309,000 | $ 3,398,000 | (46,684,194) | 0 | $ 1,125 | $ 86,000 | 7,335,000 | (418,109,000) | (46,685,319) | 330,000 | 0 | ||||||||||||||||||
Beginning Balance (in Shares) at Mar. 31, 2021 | 40,499,299 | 18,586,623 | 7,906,980 | 7,822,681 | 11,250,000 | 85,564,605 | ||||||||||||||||||||||||||
Stock-based compensation | 502,000 | 502,000 | ||||||||||||||||||||||||||||||
Foreign currency translation | 16,000 | 16,000 | ||||||||||||||||||||||||||||||
Net loss | (336,000) | (336,000) | ||||||||||||||||||||||||||||||
Net income (loss) attributable to ordinary shares | (481,000) | (9,186,142) | (7,348,914) | $ (1,837,228) | (9,186,142) | |||||||||||||||||||||||||||
Adjustment to increase Class A ordinary shares subject to possible redemption to maximum redemption value | (6,839) | (6,839) | ||||||||||||||||||||||||||||||
Ending Balance at Jun. 30, 2021 | $ (24,673,000) | $ 259,638,000 | $ 119,158,000 | $ 3,309,000 | $ 3,398,000 | $ (55,877,175) | $ 0 | $ 1,125 | $ 86,000 | $ 7,837,000 | $ (418,445,000) | $ (55,878,300) | $ 346,000 | $ 0 | ||||||||||||||||||
Ending Balance (in shares) at Jun. 30, 2021 | 40,499,299 | 18,586,623 | 7,906,980 | 7,822,681 | 11,250,000 | 85,564,605 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Changes in Redeemable Preferred Units and Members' Equity (Parenthetical) | Aug. 12, 2019$ / shares |
Common Class F [Member] | TPG Pace Tech Opportunities Corp [Member] | |
Sale of Stock, Price Per Share | $ 0.001 |
Organization and Description of
Organization and Description of Business | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Organization and Description of Business | 1. Organization and Description of Business Live Learning Technologies LLC d/b/a Nerdy (“Nerdy” or “the Company”) is a leading direct-to-consumer one-on-one Nerdy’s platform delivers value to both Learners, who are our customers, and Experts. Nerdy has built a diverse business across the following audiences: K-8, Nerdy is a holding company that is the sole owner of several operating companies, including its flagship business Varsity Tutors, one of the largest platforms for live online one-on-one On January 28, 2021, the Company executed a definitive business combination agreement with TPG Pace Tech Opportunities Corp. (“TPG Pace”). As a result of the proposed business combination, TPG Pace will be redomesticated to Delaware and renamed Nerdy Inc. The combined company will be organized in an umbrella partnership corporation (“Up-C”) Up-C Nerdy Inc. will be a holding company, and immediately after the consummation of the business combination, its primary assets will consist of Nerdy units. Nerdy’s management will continue to manage the Company and all of its related and affiliated entities (subject to Nerdy Inc.’s board of directors) and Nerdy Inc.’s executive officers will serve as the executive officers for all of its related and affiliated entities. The boards of directors of TPG Pace, the Company’s board of managers, and the members of Nerdy have approved the proposed transaction. We expect the transaction to close in the third quarter of 2021. | 1. Organization and Description of Business Live Learning Technologies LLC d/b/a Nerdy (“Nerdy” or “the Company”) is a leading direct-to-consumer one-on-one Nerdy’s platform delivers value to both Learners, who are our customers, and Experts. Nerdy has built a diverse business across the following audiences: K-8, Nerdy is a holding company that is the sole owner of several op e one-on-one |
TPG Pace Tech Opportunities Corp [Member] | ||
Organization and Description of Business | 1. Organization and Business Operations Organization and General TPG Pace III Holdings Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on July 11, 2019. On July 27, 2020, the Company filed with the Registrar of Companies of the Cayman Islands to amend and restate the Memorandum and Articles of Association to change the name of the Company to TPG Pace Tech Opportunities Corp. On October 6, 2020, the Company filed with the Registrar of Companies of the Cayman Islands to amend and restate the Memorandum and Articles of Association in connection with its Proposed Offering (as defined below). The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The Company’s sponsor is TPG Pace Tech Opportunities Sponsor, Series LLC, a Delaware series limited liability company (the “Sponsor”), which is an affiliate of TPG Global, LLC. All activity for the period from Inception to June 30, 2021 relates to the Company’s formation and the initial public offering of units, each consisting of one of the Company’s Class A ordinary shares (“Public Shares”) and one-fif one non-operating The accompanying financial statements have been prepared on a going concern basis and do not include any adjustments that might arise as a result of uncertainties about the Company’s ability to continue as a going concern Proposed Business Combination On January 28, 2021, the Company, TPG Pace Tech Merger Sub LLC, a Delaware limited liability company (“Nerdy Merger Sub”), TCV VIII (A) VT, Inc., a Delaware corporation (“TCV Blocker”), LCSOF XI VT, Inc., a Delaware corporation (“Learn Blocker” and, together with TCV Blocker, the “Blockers”), TPG Pace Blocker Merger Sub I Inc., a Delaware corporation (“Blocker Merger Sub I”), TPG Pace Blocker Merger Sub II Inc., a Delaware corporation (“Blocker Merger Sub II” and, together with Blocker Merger Sub I, the “Blocker Merger Subs” and, together with Nerdy Merger Sub, the “Merger Subs”), Live Learning Technologies LLC, a Delaware limited liability company (“Nerdy”), and, solely for the purposes described therein, certain entities affiliated with the Blockers (“Blocker Holders”) entered into a Business Combination Agreement (the “Business Combination Agreement,” and the transactions contemplated thereby, the “Proposed Business Combination”), pursuant to which, among other things and subject to the terms and conditions contained therein: (a) Pursuant to the Business Combination Agreement, on the date (the “Closing Date”) of closing of the Proposed Business Combination (the “Closing”), prior to the Effective Time (as defined in the Business Combination Agreement), (i) the Company will change its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”), upon which the Company will change its name to “Nerdy Inc.”, and (ii) Nerdy will cause each outstanding class of preferred units and the Nerdy profits units to be automatically converted into Nerdy common units (subject to applicable vesting requirements). (b) Nerdy Merger Sub will merge with and into Nerdy (the “Merger”), with Nerdy surviving the Merger. Pursuant to the Merger, (i) each holder of Nerdy common units (other than the Blockers) will exchange its Nerdy common units for (A) certain cash consideration, (B) either (x) certain limited liability company units in Nerdy (“OpCo Units”), subject to applicable vesting requirements, and an equivalent number of shares of the Company’s class B common stock, par value $0.0001 per share (“Class B Common Stock”), or (y) certain shares of the Company’s class A common stock, par value $0.0001 per share (“Class A Common Stock” and, together with Class B Common Stock, “Common Stock”)), and (C) (x) certain Nerdy warrants to purchase OpCo Units at an exercise price of $11.50 (the “OpCo Warrants”) or (y) certain Company warrants to purchase shares of Class A Common Stock at an exercise price of $11.50 (“Pace Warrants”) and (ii) each holder of unit appreciation rights under the Nerdy 2016 U.S. Unit Appreciation Rights Plan and the 2016 Canadian Unit Appreciation Rights Plan will exchange all such unit appreciation rights for either (1) corresponding stock appreciation rights in the Company or (2) certain cash consideration. The holders of Nerdy common units (other than the Blockers) will also receive the rights set forth in the Tax Receivable Agreement (as defined below). (c) (i) Immediately following the Merger, Blocker Merger Sub I will merge with and into TCV Blocker, with TCV Blocker surviving such merger, and (ii) immediately thereafter, Blocker Merger Sub II will merge with and into Learn Blocker, with Learn Blocker surviving such merger (such mergers in clauses (i) and (ii), each a “Reverse Blocker Merger” and, together, the “Reverse Blocker Mergers”), and (iv) immediately following the Reverse Blocker Mergers, each surviving Blocker will merge with and into the Company (one after another) (each a “Direct Blocker Merger” and, together, the “Direct Blocker Mergers” and, together with the Reverse Blocker Mergers, the “Blocker Mergers”), with the Company surviving each Direct Blocker Merger. Each holder of equity interests in the Blockers will exchange such equity interests in the Reverse Blocker Mergers for (A) certain cash consideration, (B) certain shares of Class A Common Stock and (C) certain Pace Warrants. (d) Immediately following the Blocker Mergers and in connection with the Closing, the Company will contribute all of its assets (other than the OpCo Units it then holds) to Nerdy in exchange for a number of additional OpCo Units and a number of OpCo Warrants, such that the Company will hold a number of OpCo Units equal to the total number of shares of Class A Common Stock and a number of OpCo Warrants equal to the total number of Pace Warrants, in each case, issued and outstanding immediately after giving effect to the Proposed Business Combination. The aggregate consideration to be paid to the holders of Nerdy equity (including the owners of the Blockers with respect to their indirect interest in the Nerdy equity) is based on an enterprise value of $1,250,000,000 (subject to certain debt related adjustments) and shall consist of (i) an amount of cash equal to the excess of the amount of available cash over $250,000,000 (but not to exceed $388,200,000), plus plus plus Following the Closing, the combined company will be organized in an “Up-C” structure, In addition to the consideration described above, the existing holders of Nerdy equity will be issued an aggregate of 4 million additional issued (i) shares Class A Common Stock or (ii) OpCo Units (and a corresponding number of Class B Common Stock), as applicable, in earn-out consideration Under the Business Combination Agreement, the obligations of the parties to consummate the transactions contemplated thereby are subject to a number of closing conditions, including the Company obtaining the requisite approval of its shareholders and the holders of Nerdy membership interests, which the Company expects to seek at an extraordinary general meeting of the Company in the second quarter of 2021. The Business Combination Agreement may be terminated at any time prior to the closing of the Proposed Business Combination by mutual written consent of the Company and Nerdy and, among other things, if the Proposed Business Combination has not occurred prior to the date that is 180 days after the date of the Business Combination Agreement. As such, the closing of the Proposed Business Combination cannot be assured. Concurrently with the execution of the Business Combination Agreement, the Company entered into the following agreements: Transaction Support Agreements, pursuant to which the Nerdy equity holders agreed to, among other things, vote in favor of the Business Combination Agreement and the Proposed Business Combination and to be bound by certain other covenants and agreements related to the Proposed Business Combination; A Stockholders Agreement, pursuant to which certain unit holders in Nerdy and our Sponsor were provided with certain governance and board nomination rights; Subscription Agreements with certain qualified institutional buyers and accredited investors (collectively, the “Investors”), pursuant to which, among other things, the Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell to the Investors, an aggregate of 15,000,000 newly issued shares of Class A Common Stock in connection with the closing of the Proposed Business Combination for aggregate gross proceeds of $150,000,000 (the “Pipe Financing”); and A Waiver Agreement with each holder of Founder Shares, including the Sponsor, pursuant to which such holders agreed to waive their right to receive certain shares of Class A Common Stock in connection with a conversion adjustment applicable to the Pipe Financing and other issuances of securities in excess of 15,000,000 shares under the forward purchase agreements. Such holders also agreed (i) to forfeit (a) 2,000,000 shares, (b) certain shares of Class A Common Stock in connection with the consummation of issuances pursuant to the forward purchase agreements of any shares in excess of an aggregate 15,000,000 shares and (c) 2,444,444 warrants, and (ii) to subject 4,000,000 shares of Class A Common Stock following the closing to potential forfeiture if certain stock price thresholds are not achieved within a period of five years from the Closing Date, consistent with the forfeiture thresholds for the Nerdy Earnout. Other than as specifically discussed herein, this quarterly report on Form 10-Q Financing The registration statement for the Company’s initial public offering (“Public Offering”) was declared effective by the United States Securities and Exchange Commission on October 6, 2020. The Public Offering closed on October 9, 2020 (the “Close Date”). The Sponsor purchased an aggregate of 7,333,333 warrants at a purchase price of $1.50 per warrant, or $11,000,000 in the aggregate, in a private placement on October 6, 2020 (the “Private Placement”). The warrants are included in derivative liabilities at the balance sheet. At June 30, 2021, the Sponsor and each of the Company’s four independent directors (collectively, the “Initial Shareholders) held 11,250,000 Class F ordinary shares (“Founder Shares”) for which the Initial Shareholders had paid $25,000. The Company intends to finance a Business Combination with proceeds from its $450,000,000 Public Offering (see Note 3) and $11,000,000 Private Placement (see Note 4). At the Close Date, proceeds of $450,000,000, net of underwriting discounts of $9,000,000 and funds designated for operational use of $2,000,000, were deposited into an interest bearing U.S. based Trust Account at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”). The Trust Account On October 14, 2020, funds held in the Trust Account were invested in money market funds meeting certain conditions under Rule 2a-7 Funds will remain in the Trust Account except for the withdrawal of interest earned on the funds that may be released to pay taxes. The proceeds from the Public Offering will not be released from the Trust Account until the earliest of (i) the completion of the Business Combination, (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend the amended and restated memorandum and articles of association to modify the substance and timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete the Business Combination within 24 months from the Close Date and (iii) the redemption of all of the Company’s Public Shares if it is unable to complete the Business Combination within 24 months from the Close Date, subject to applicable law. Of the remaining proceeds of $2,000,000 held outside the Trust Account, $300,000 was used to repay the loan from the Sponsor, with the remainder available to pay offering costs, business, legal and accounting due diligence on prospective acquisitions, listing fees and continuing general and administrative expenses. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a target business. As used herein, the target business must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the Company signing a definitive agreement. After signing a definitive agreement for a Business Combination, the Company will provide the public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares either (i) in connection with a shareholder meeting to approve the Business Combination or (ii) by means of a tender offer. Each public shareholder may elect to redeem their shares irrespective of whether they vote for or against the Business Combination at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, divided by the number of then outstanding Public Shares, subject to the limitations described herein. The amount in the Trust Account is initially anticipated to be approximately $10.00 per public share. The per-share amount The Company has 24 months from the Close Date to complet purposes of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s four independent directors (the “Initial Shareholders”) and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the Business Combination within 24 months from the Close Date. However, if the Initial Shareholders acquire Public Shares after the Close Date, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete the Business Combination within the allotted 24-month time The underwriters have agreed to waive their rights to any deferred underwriting commission held in the Trust Account in the event the Company does not complete the Business Combination and those amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. If the Company fails to complete the Business Combination, the redemption of the Company’s Public Shares will reduce the book value of the shares held by the Initial Shareholders, who will be the only remaining shareholders after such redemptions. If the Company holds a shareholder vote or there is a tender offer for shares in connection with a Business Combination, a public shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes. As a result, such ordinary shares were recorded at their redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity”. | 1. Organization and Business Operations Organization and General TPG Pace III Holdings Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on July 11, 2019. On July 27, 2020, the Company filed with the Registrar of Companies of the Cayman Islands to amend and restate the Memorandum and Articles of Association to change the name of the Company to TPG Pace Tech Opportunities Corp. On October 6, 2020, the Company filed with the Registrar of Companies of the Cayman Islands to amend and restate the Memorandum and Articles of Association in connection with its Proposed Offering (as defined below). The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The Company’s sponsor is TPG Pace Tech Opportunities Sponsor, Series LLC, a Delaware series limited liability company (the “Sponsor”), which is an affiliate of TPG Global, LLC. On January 28, 2021, the Company entered into the Business Combination Agreement (as defined below in Note 10) with a Business Combination target. Please see Note 10 – Subsequent Events. All activity for the period from Inception to December 31, 2020 relates to the Company’s formation and the initial public offering of units, each consisting of one of the Company’s Class A ordinary shares (“Public Shares”) and one-fifth non-operating a The accompanying financial statements have been prepared on a going concern basis and do not include any adjustments that might arise as a result of uncertainties about the Company’s ability to continue as a going concern. Financing The registration statement for the Company’s initial public offering (“Public Offering”) was declared effective by the United States Securities and Exchange Commission on October 6, 2020. The Public Offering closed on October 9, 2020 (the “Close Date”). The Sponsor purchased an aggregate of 7,333,333 warrants at a purchase price of $1.50 per warrant, or $11,000,000 in the aggregate, in a private placement on October 6, 2020 (the “Private Placement”). The warrants are included in derivative liabilities at the balance sheet. At December 31, 2020, the Sponsor and each of the Company’s four independent directors (collectively, the “Initial Shareholders”) held 11,250,000 Class F ordinary shares (“Founder Shares”) for which the Initial Shareholders had paid $25,000. The Company intends to finance a Business Combination with proceeds from its $450,000,000 Public Offering (see Note 4) and $11,000,000 Private Placement (see Note 5). At the Close Date, proceeds of $450,000,000, net of underwriting discounts of $9,000,000 and funds designated for operational use of $2,000,000, were deposited into an interest bearing U.S. based Trust Account at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”). The Trust Account On October 14, 2020, funds held in the Trust Account were invested in money market funds meeting certain conditions under Rule 2a-7 Funds will remain in the Trust Account except for the withdrawal of interest earned on the funds that may be released to pay taxes. The proceeds from the Public Offering will not be released from the Trust Account until the earliest of (i) the completion of the Business Combination, (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend the amended and restated memorandum and articles of association to modify the substance and timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete the Business Combination within 24 months from the Close Date and (iii) the redemption of all of the Company’s Public Shares if it is unable to complete the Business Combination within 24 months from the Close Date, subject to applicable law. Of the remaining proceeds of $2,000,000 held outside the Trust Account, $300,000 was used to repay the loan from the Sponsor, with the remainder available to pay offering costs, business, legal and accounting due diligence on prospective acquisitions, listing fees and continuing general and administrative expenses. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Offering, although substantially all of the net proceeds of the Proposed Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a target business. As used herein, the target business must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the Company signing a definitive agreement. After signing a definitive agreement for a Business Combination, the Company will provide the public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares either (i) in connection with a shareholder meeting to approve the Business Combination or (ii) by means of a tender offer. Each public shareholder may elect to redeem their shares irrespective of whether they vote for or against the Business Combination at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, divided by the number of then outstanding Public Shares, subject to the limitations described herein. The amount in the Trust Account is initially anticipated to be approximately $10.00 per public share. The per-share amount The Company has 24 months operations except for the purposes of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Initial Shareholders and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the Business Combination within 24 months from the closing of the Proposed Offering. However, if the Initial Shareholders acquire Public Shares after the Proposed Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete the Business Combination within the allotted 24-month time The underwriters have agreed to waive their rights to any deferred underwriting commission held in the Trust Account in the event the Company does not complete the Business Combination and those amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares . If the Company fails to complete the Business Combination, the redemption of the Company’s Public Shares will reduce the book value of the shares held by the Initial Shareholders, who will be the only remaining shareholders after such redemptions. If the Company holds a shareholder vote or there is a tender offer for shares in connection with a Business Combination, a public shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes. As a result, such ordinary shares will be recorded at their redemption amount and classified as temporary equity upon the completion of the Proposed Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity”. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Significant Accounting Policies | 2. Summary of Significant Accounting Policies The significant accounting policies followed by the Company are described below and are in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Principles of Consolidation The consolidated financial statements comprise the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions among the Company and its consolidated subsidiaries have been eliminated. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities; the disclosure of contingent liabilities at the date of the financial statements; and the reported amounts of revenues and expenses during the reporting periods. Significant estimates, assumptions, and judgments are used for, but not limited to: revenue recognition, stock-based compensation expense, useful lives assigned to long-lived assets and definite-lived intangibles for depreciation and amortization, impairment of goodwill, long-lived assets and definite-lived intangible assets, the valuation of acquired intangible assets, internal-use Business Combinations The Company accounts for business combinations in accordance with ASC Topic 805, Business Combinations the tangible assets acquired, liabilities assumed, and intangible assets acquired through a business combination based on their estimated fair values. The excess of fair value of purchase consideration over the fair values of these identifiable assets acquired and liabilities assumed is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and, as a result, actual results may differ from estimates. During the measurement period, which does not exceed one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Segment Information The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the chief operating decision maker (“CODM”) which is the Company’s chief executive officer in determining how to allocate resources and assess performance. The Company’s CODM evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis. Since the Company operates in one operating segment, all required financial segment information can be found in the consolidated financial statements. Substantially all of the Company’s net assets and operations are located within the United States. Fair Value The Company holds certain items that are required to be disclosed at fair value, primarily debt instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A three-level hierarchy is followed for disclosure to show the extent and level of judgment used to estimate fair value measurements: Level 1—Inputs used to measure fair value are unadjusted quoted prices that are available in active markets for the identical assets or liabilities as of the reporting date. Level 2—Inputs used to measure fair value, other than quoted prices included in Level 1, are either directly or indirectly observable as of the reporting date through correlation with market data, including quoted prices for similar assets and liabilities in active markets and quoted prices in markets that are not active. Level 2 also includes assets and liabilities that are valued using models or other pricing methodologies that do not require significant judgment since the input assumptions used in the models, such as interest rates and volatility factors, are corroborated by readily observable data from actively quoted markets for substantially the full term of the financial instrument. Level 3—Inputs used to measure fair value are unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions . Fair values for debt are based on published forward interest rate curves for similar liabilities and are categorized as Level 2 measurements. As of December 31, 2020, and 2019, the fair values of the Company’s borrowings under its Loan and Security Agreement (“LSA”) and its Promissory note approximate their carrying value. The Company’s financial assets and liabilities also include cash and cash equivalents, restricted cash, receivables, and accounts payable for which the carrying value approximates fair value due to their short maturities (less than 12 months). Certain assets and liabilities, including long-lived assets and goodwill, are measured at fair value on a non-recurring basis. Foreign Currency Translation The Company operates a single Revenue Recognition and Deferred Revenue In conjunction with the adoption of Topic 606 “Revenue from Contracts with Customers,” on January 1, 2019, the policy for recognizing revenue was updated. See Note 6 for a summary of the Company’s updated policy under Topic 606. Prior to the adoption of Topic 606, the Company’s revenue recognition policy was as follows: when cash for services was collected in advance from Learners, who are the Company’s customers, the Company recorded the associated amounts to deferred revenue until services were provided to the Learner. Revenue was recognized when services were provided to Learners and learning services were consumed. Advanced payments for services were recognized in revenue when the related services were used, or deposits were forfeited in accordance with the related contractual terms. Cost of Revenue Cost of revenue includes the cost of Experts, who provide services to Learners on the Company’s behalf, performing instruction, amortization of capitalized technology costs, and other costs required to deliver services to Learners. Costs of Experts are recognized as services are provided to Learners. Cash and Cash Equivalents Cash and cash equivalents include cash on hand and investments with original maturities of three months or less. Our cash and cash equivalents, which consist of cash and certificates of deposit at financial institutions, are stated at cost, and approximate fair value. The Company maintains bank accounts in the United States, which, at times may exceed the federally insured limits; and in the United Kingdom. As of December 31, 2020, and 2019, the Company had cash located in foreign banks totaling approximately $1.5 million and $1.6 million, respectively. Restricted Cash We classify certain restricted cash balances within other current assets and other assets in the accompanying Consolidated Balance Sheets. Restricted cash consists of cash collateralized letters of credit in support of our corporate office leases. As of December 31, 2020, and 2019, the Company had $1.4 million and $2.9 million in restricted cash, respectively. See Note 5 for additional Accounts Receivable, Net The Company’s accounts receivables relate to sales of services which have not been collected and contractual amounts due to the Company. Allowance for Doubtful Accounts Prepaid Expenses Prepaid expenses are stated at historical cost, net of any related amortization, and consist of amounts paid in advance for insurance, rent, advertising and other operating costs which are of continuing benefit to the Company. As of December 31, 2020, and 2019, the Company had approximately $0.6 million and $1.5 million, respectively, of prepaid expenses recorded in “Other current assets” in the accompanying Consolidated Balance Sheets. Fixed Assets, Net Expenditures for fixed assets are capitalized and primarily include costs related to software developed or acquired for internal use and purchases of furniture and equipment. Maintenance, repairs, and minor renewals are expensed as incurred. Depreciation of fixed assets other than capitalized internal use software costs is calculated on a straight-line basis over estimated useful lives of one The Company capitalizes certain costs associated with software developed or obtained for internal use and website and application development. The Company capitalizes development stage internal and external costs. These costs are capitalized when management has authorized and committed project funding and it is probable that the project will be completed, and the software will be used as intended. Once the software is ready for its intended use it is placed into service and such costs are amortized on a straight-line basis within “Cost of revenue”, generally over a four year estimated useful life of the related asset. Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized and amortized over the estimated useful life of the upgrades. The carrying value of fixed assets is assessed whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. No impairments were recorded for the years ended December 31, 2020, 2019, and 2018. Goodwill Goodwill relates to the acquired assets of Veritas LLC (“Veritas”) through our subsidiary Veritas Prep LLC (“Veritas Prep”) in 2018. Goodwill represents the excess of the fair value of purchase consideration paid over the estimated fair value of assets acquired and liabilities assumed in a business combination. Goodwill and intangible assets acquired are recorded at fair market value under the acquisition method of accounting as of the acquisition date. The Company conducts a goodwill impairment qualitative assessment for its single reporting unit during the fourth quarter of each fiscal year following the annual forecasting process, or more frequently if facts an d circumstances indicate that goodwill may be impaired. The goodwill impairment qualitative assessment requires an analysis to determine if it is more likely than not that the fair value of the reporting unit is less than the carrying amount. If adverse qualitative trends are identified that could negatively impact the fair value of the reporting unit to the extent that it is more likely than not that the fair value of the reporting unit is below carrying value, a quantitative goodwill impairment test would be performed. Our qualitative assessment requires management to make judgments surrounding macroeconomic, industry, and market factors as well as the overall condition and performance of the Company and other relevant entity-specific events. For the years ended December 31, 2020, 2019, and 2018, the Company concluded that there were no significant adverse trends that made it more likely than not that the Company’s fair value of the reporting unit was below carrying value. impairments of goodwill were recorded for the years ended December 31, 2020, 2019, and 2018. As of December 31, 2020 and 2019, the Company had goodwill of $ million . Definite-lived Intangible Assets Definite-lived intangible assets are definite-lived trade names. Intangible assets acquired are recorded at fair market value under the acquisition method of accounting as of the acquisition date. The carrying value of definite-lived intangible assets is assessed whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. No impairments of definite-lived intangible assets were recorded for the years ended December 31, 2020, 2019, and 2018. As of December 31, 2020 and 2019, the Company had intangible assets, net of accumulated amortization, of $8.5 million, and $9.5 million, respectively. Stock-based Compensation The Company recognizes the cost of services received in exchange for awards of equity instruments based on the grant-date fair value of equity awards. That cost is recognized over the period during which the service provider is required to provide service in exchange for the award over the requisite service period. Any forfeitures of stock-based compensation are recorded as they occur. See Note 11 for further information on the Company’s stock-based compensation accounting policy. Marketing Expense Marketing expenses primarily include media costs, including television, radio, podcasts, paid social, paid search and other paid channels. Costs associated with the delivery of our Large Group Classes, including celebrity-led Income Taxes Nerdy is an LLC taxed as a partnership. As such, its income and losses are allocated to its members. Debt Issuance Costs Debt issuance costs are presented in the Consolidated Balance Sheets as a direct deduction from the carrying value of debt. Debt issuance costs are amortized over the term of the related debt instrument using the effective-interest method. Amortization of debt issuance costs are recorded as “Interest expense” in the Consolidated Statements of Operations. | |
TPG Pace Tech Opportunities Corp [Member] | ||
Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the Company’s financial position at June 30, 2021 and December 31, 2020, and the results of operations and cash flows for the periods presented. Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities and Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth Cash Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have any cash equivalents as of June 30, 2021 or December 31, 2020. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet due to their short-term nature. Fair Value Measurement ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I measurements) and the lowest priority to unobservable inputs (Level III measurements). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under ASC 820 are as follows: Level I—Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. Level II—Pricing inputs are other than quoted prices included within Level I that are observable for the investment, either directly or indirectly. Level II pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level III—Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation. In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment. Derivative Liabilities The Company evaluated the Warrants (as defined below in Note 5) and Private Placement Warrants (as defined below in Note 5) (collectively, “Warrant Securities”), and the Forward Purchase Agreements and Additional Forward Purchase Agreements (as defined below in Note 5, and collectively, “FPAs”) in accordance with ASC 815-40, Key inputs ranges of inputs for the valuation models used to calculate the fair value of the Warrant Securities and FPAs were as follows, June 30, December 31, Implied volatility 45 % 22 % Risk-free interest rate 0.05 % 0.10% - 0.43 % Instrument exercise price for one Class A ordinary share $ 11.50 $ 11.50 Expected term 0.08 years 5.5 years Redeemable Ordinary Shares All of the 45,000,000 Class A ordinary shares sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 portions of the underwriter discount and Deferred Discount (as defined below) allocated to the issuance and sale of Class A ordinary shares included in the Units, totaling $25,091,705, were charged to temporary equity upon completion of the Public Offering. Offering costs of $752,751 attributed to the issuance and sale of the warrants included in the Units were expensed at the Close Date. Stock Compensation Expense The Company accounts for stock-based compensation expense in accordance with ASC 718, Compensation—Stock Compensation (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. The fair value of equity awards has been estimated using a market approach. Forfeitures are recognized as incurred. Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence. As of June 30, 2021, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest multiplied times the latest modification date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares. Net (Loss) Income per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted average number of ordinary shares outstanding during the period as calculated using the treasury stock method. At June 30, 2021, the Company had outstanding warrants and forward purchase contracts to purchase up to 36,333,333 Class A ordinary shares. The weighted average of these shares was excluded from the calculation of diluted net (loss) income per ordinary share since the exercise of the warrants and forward purchase contracts is contingent upon the occurrence of future events. At June 30, 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company under the treasury stock method. As a result, diluted net (loss) income per ordinary share is the same as basic net (loss) income per ordinary share for the three and six months ended June 30, 2021 and 2020, respectively. As of June 30, 2021, the Company has two classes of ordinary shares, Class A ordinary shares and Class F ordinary shares. As of June 30, 2020, the Company only For the Three Months Ended For the Six Months Ended Class A Class F Class A Class F Basic and diluted net (loss) income per ordinary share: Numerator: Allocation of net (loss) income $ (7,348,914 ) $ (1,837,228 ) $ 15,316,014 $ 3,829,003 Denominator: Weighted average ordinary shares outstanding: 45,000,000 11,250,000 45,000,000 11,250,000 Basic and diluted net (loss) income per ordinary share $ (0.16 ) $ (0.16 ) $ 0.34 $ 0.34 | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the Company’s financial position at December 31, 2020 and 2019, and the results of operations and cash flows for the periods presented. Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities and Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth Cash Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have cash equivalents at December 31, 2020. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet owing to their short-term nature. Fair Value Measurement ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I measurements) and the lowest priority to unobservable inputs (Level III measurements). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under ASC 820 are as follows: Level I—Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. Level II—Pricing inputs are other than quoted prices included within Level I that are observable for the investment, either directly or indirectly. Level II pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level III—Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation. In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment. Derivative Liabilities The Company evaluated the Warrants (as defined below in Note 4) and Private Placement Warrants (as defined below in Note 5) (collectively, “Warrant Securities”), and the Forward Purchase Agreements and Additional Forward Purchase Agreements (as defined below in Note 5, and collectively, “FPAs”) in accordance with ASC 815-40, Key ranges of inputs for the valuation models used to calculate the fair value of the Warrant Securities and FPAs were as follows, Inception December 31, Implied volatility 20% - 25% 22% Risk-free interest rate 0.13% - 0.40% 0.10% - 0.43% Instrument exercise price for one Class A ordinary share $ 11.50 $ 11.50 Expected term 5.5 years 5.5 years Redeemable Ordinary Shares All of the 45,000,000 Class A ordinary shares sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 Stock-Based Compensation Expense The Company accounts for stock-based compensation expense in accordance with ASC 718, Compensation – Stock Compensation (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. The fair value of equity awards has been estimated using a market approach. Forfeitures are recognized as incurred. Compensation expense related to the Founders Shares (as defined below in Note 6) is recognized only when the performance condition is probable of occurrence. As of December 31, 2020, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest multiplied times the latest modification date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares. Net Loss per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period as calculated using the treasury stock method. At December 31, 2020, the Company had outstanding warrants and forward purchase contracts to purchase up to 36,333,333 Class A ordinary shares. The weighted average of these shares was excluded from the calculation of diluted net income per ordinary share since the exercise of the warrants and forward purchase contracts is contingent upon the occurrence of future events. At December 31, 2020 and 2019, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company under the treasury stock method. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020, the Company has two classes of ordinary shares, Class A ordinary shares and Class F ordinary shares. As of December 31, 2019, the Company only had Class F ordinary shares. For the year ended December 31, 2020, earnings and losses are shared pro rata between the two classes of ordinary shares as follows, For the Year Ended December 31, Class A Class F Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (26,653,427 ) $ (6,663,357 ) Denominator: Weighted average ordinary shares outstanding: 10,327,869 18,050,376 Basic and diluted net loss per ordinary share $ (2.58 ) $ (0.37 ) Income Taxes Under ASC 740, “Income Taxes,” deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period of the enactment date. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with federal income tax regulations, income taxes are not levied on the Company, but rather on the individual owners. United States (“U.S.”) taxation would occur on the individual owners if certain tax elections are made by U.S. owners and the Company were treated as a passive foreign investment company. Additionally, U.S. taxation could occur to the Company itself if the Company is engaged in a U.S. trade or business. The Company is not expected to be treated as engaged in a U.S. trade or business at this time. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 2. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with existing accounting principles generally accepted in the United States of America (“GAAP”), under the rules and regulations of the United States Securities and Exchange Commission (the “SEC”), and on a basis consistent with the audited consolidated financial statements of the Company as of and for the year ended December 31, 2020. The condensed consolidated balance sheet as of December 31, 2020, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with such audited consolidated financial statements. These unaudited condensed consolidated financial statements include all adjustments (consisting of normal recurring adjustments) that management considers necessary for a fair statement of th e |
Public Offering
Public Offering | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
TPG Pace Tech Opportunities Corp [Member] | ||
Public Offering | 3. Public Offering In its Public Offering, the Company sold 45,000,000 units at a price of $10.00 per unit. Each unit consists of one Class A ordinary share of the Company at $0.0001 par value and one-fifth Once the Warrants become exercisable, the Company may redeem the outstanding Warrants in whole, but not in part, at a price of $0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, and only in the event that the last sale price of the Company’s Public Shares equals or exceeds $18.00 per share for any 20 trading days within the 30-trading Additionally which the Company sends the notice of redemption to the Warrant holders. The “fair market value” of the Company’s Class A ordinary shares shall mean the average reported last sale price of the Company’s Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the Warrant holders. The Company has agreed to use its best efforts to file a registration statement for the Class A ordinary shares issuable upon exercise of the Warrants under the Securities Act as soon as practicable, but in no event later than 15 business days following the completion of a Business Combination. The Company paid an underwriting discount of 2.00% of the gross proceeds of the Public Offering, or $9,000,000, to the underwriters at the Close Date, with an additional fee (the “Deferred Discount”) of 3.50% of the gross proceeds of the Public Offering, or $15,750,000, payable upon the Company’s completion of a Business Combination. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes a Business Combination. The underwriters are not entitled to receive any of the interest earned on Trust Account funds that would be used to pay the Deferred Discount. The Deferred Discount has been recorded as a deferred liability on the balance sheet at June 30, 2021. | 4. Public Offering In its Public Offering, the Company sold 45,000,000 units at a price of $10.00 per unit. Each unit consists of one Class A ordinary share of the Company at $0.0001 par value and one-fifth Once the Warrants become exercisable, the Company may redeem the outstanding Warrants in whole, but not in part, at a price of $0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, and only in the event that the last sale price of the Company’s Public Shares equals or exceeds $18.00 per share for any 20 trading days within the 30-trading The “fair market value” of the Company’s Class A ordinary shares shall mean the average reported last sale price of the Company’s Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the Warrant holders. The Company has agreed to use its best efforts to file a registration statement for the Class A ordinary shares issuable upon exercise of the Warrants under the Securities Act as soon as practicable, but in no event later than 15 business days following the completion of a Business Combination. The Company paid an underwriting discount of 2.00% of the gross proceeds of the Public Offering, or $9,000,000, to the underwriters at the Close Date, with an additional fee (the “Deferred Discount”) of 3.50% of the gross proceeds of the Public Offering, or $15,750,000, payable upon the Company’s completion of a Business Combination. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes a Business Combination. The underwriters are not entitled to receive any of the interest earned on Trust Account funds that would be used to pay the Deferred Discount. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 6 Months Ended |
Jun. 30, 2021 | |
TPG Pace Tech Opportunities Corp [Member] | |
Restatement of Previously Issued Financial Statements | 3. Restatement of Previously Issued Financial Statements The Company previously accounted for its Warrant Securities and FPAs as components of equity rather than as derivative liabilities. In light of the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) issued by the staff of the SEC issued on dated April 12, 2021 (the “SEC Staff Statement”), the Company’s management further evaluated the Warrant Securities under Accounting Standards Codification 815-40, 815-40”), which addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s ordinary shares. Based on management’s evaluation, the Audit Committee, in consultation with management, concluded that the Company’s Warrant Securities and forward purchase agreements are not indexed to the Company’s Class A ordinary shares in the manner contemplated by ASC Section 815-40. As In the process of evaluating its financial statements the Company also restated its December 31, 2020 financial statements to classify all Class A ordinary shares in temporary equity. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, The Company also determined its Class A ordinary shares and Class F ordinary shares represented two distinct classes of ordinary shares and restated its reported earnings per share for the year ended December 31, 2020 to reflect the presentation of earnings per share for each class of its ordinary shares. The Company’s accounting for the Warrant Securities and FPAs as derivative liabilities instead of components of equity, the reclassification of amounts from permanent equity to temporary equity and separate earnings per share reporting for each class of its ordinary shares result in non-cash The following table summarizes the effect of the restatement on each financial statement line items as of December 31, 2020, or for the year ended December 31, 2020, as indicated: December 31, 2020 As Previously Adjustments As Restated Balance Sheet: Derivative liabilities $ — $ 59,536,667 $ 59,536,667 Total current liabilities 533,908 59,536,667 60,070,575 Total liabilities 16,283,908 59,536,667 75,820,575 Redeemable Equity 429,534,010 20,471,927 450,005,937 Class A ordinary shares 205 (205 ) — Additional paid-in 5,644,534 (5,644,534 ) — Accumulated deficit (645,860 ) (74,363,855 ) (75,009,715 ) Total shareholders’ (deficit) equity 5,000,004 (80,008,594 ) (75,008,590 ) For the Year Ended December 31, 2020 As Previously Adjustments As Restated Statement of Operations: Professional fees, offering costs and other expenses $ 643,303 $ 752,751 $ 1,396,054 Change in fair value of derivatives — 31,926,667 31,926,667 Loss from operations (643,303 ) (32,679,418 ) (33,322,721 ) Net loss attributable to ordinary shares (637,366 ) (32,679,418 ) (33,316,784 ) Basic and diluted net loss per Class A ordinary share — (2.58 ) (2.58 ) Basic and diluted net loss per Class F ordinary share — (0.37 ) (0.37 ) Statement of Cash Flows: Net loss attributable to ordinary shares $ (637,366 ) $ (32,679,418 ) $ (33,316,784 ) Change in accrued professional fees and other expenses 440,322 752,751 1,193,073 Change in fair value of derivatives — 31,926,667 31,926,667 |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Accounting Changes and Error Corrections [Abstract] | ||
Recently Issued Accounting Pronouncements | 3. Recently Issued Accounting Pronouncements The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements (other than the ones described below) that had or will have an impact on the results of operations, comprehensive income, financial condition, cash flows, or redeemable preferred units and members’ equity based on current information. Recent Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, 2018-11, In June 2016, the FASB issued ASU 2016-13, 2016-13”). 2016-13 off-balance In March 2020, the FASB issued ASU 2020-04, | 3. Recently Issued and Adopted Accounting Pronouncements The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements (other than the ones described below) that had or will have an impact on the results of operations, other comprehensive income, financial condition, cash flows, or members’ equity based on current information. Recently Adopted Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230), Restricted Cash Recent Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) 2018-11, In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments 2016-13”). 2016-13 off-balance the current incurred loss model for measuring expected credit losses, requires expected losses on available for sale debt securities to be recognized through an allowance for credit losses rather than as a reduction in the amortized cost of the securities, and provides for additional disclosure requirements. Early adoption is permitted. The Company is in the process of assessing the impact of this ASU. In March 2020, the FASB issued ASU 2020-04, |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Business Combinations | 4. Business Combinations On December 21, 2018, the Company completed its acquisition of the assets of Veritas, through our subsidiary Veritas Prep to accelerate its class and adaptive diagnostic assessment capabilities, among other reasons, in a transaction accounted for under the acquisition method of accounting. Veritas Prep is a test preparation and admissions business. The Company funded the acquisition of Veritas’ assets with $10.0 million of borrowings from its unsecured revolving debt facility. The purchase consideration was paid in cash. The purchase price was allocated to acquired assets and assumed liabilities based on their estimated fair values at the date of acquisition. The following table presents the final total allocation of purchase consideration recorded in the Company’s Consolidated Balance Sheets as of the acquisition date (in thousands) Purchase price $ 10,000 Allocation of purchase price: Other current assets 297 Fixed assets 16 Intangible assets 4,299 Other assets 152 Total assets 4,764 Accounts payable and accrued expenses 481 Net assets required 4,283 Goodwill $ 5,717 The acquired intangible assets includes a tradename which is being amortized on a straight-line basis over a 10-year During the year ended December 31, 2018, the Company incurred $0.4 million of acquisition-related expenses associated with the acquisition which have been included in “General and administrative expenses” in its Consolidated Statement of Operations. |
Cash, cash equivalents, and res
Cash, cash equivalents, and restricted cash | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||
Cash, cash equivalents, and restricted cash | 5. Cash, cash equivalents, and restricted cash The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the unaudited Condensed Consolidated Balance Sheets to the unaudited Condensed Consolidated Statements of Cash Flows ( in thousands June 30, December 31, Cash and cash equivalents $ 14,718 $ 29,265 Restricted cash included in Other current assets 270 270 Restricted cash included in Other assets 1,147 1,147 Total Cash, Cash Equivalents, and Restricted Cash shown in the Condensed Consolidated Statements of Cash Flows $ 16,135 $ 30,682 Amounts included in restricted cash represent amounts required to be set aside by contractual agreement. Restricted cash consists of cash collateralized letters of credit in support of our corporate office leases. Restricted cash amounts for contractual obligations with an expected duration of greater than one year are included within other assets. | 5. Cash, cash equivalents, and restricted cash The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Consolidated Balance Sheets to the Consolidated Statements of Cash Flows. December 31 2020 2019 2018 Cash and cash equivalents $ 29,265 $ 25,044 $ 23,278 Restricted cash included in Other current assets 270 412 — Restricted cash included in Other assets 1,147 2,440 2,877 Total Cash, Cash Equivalents and Restricted Cash shown in the Consolidated Statements of Cash Flows $ 30,682 $ 27,896 $ 26,155 Amounts included in restricted cash represent amounts required to be set aside by contractual agreement. Restricted cash consists of cash collateralized letters of credit in support of our corporate office leases. Restricted cash amounts for contractual obligations with an expected duration of greater than one year are included within other assets. |
Revenues
Revenues | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Revenues | 6. Revenues The following table presents the Company’s revenues by service category ( in thousands Three Months Ended Six Months Ended 2021 2020 2021 2020 Online $ 32,786 $ 20,718 $ 67,351 $ 38,037 In-person — 852 — 6,528 Revenue $ 32,786 $ 21,570 $ 67,351 $ 44,565 The following table presents our “Accounts receivable, net”, and “Deferred revenue” balances ( in thousands June 30, December 31, Accounts receivable, net $ 1,442 $ 475 Deferred revenue $ 17,695 $ 17,270 “Accounts receivable, net”, is shown net of reserves of $0.4 million and $0.2 million as of June 30, 2021 and December 31, 2020, respectively. The Company expects to recognize substantially all of the deferred revenue balance in the next twelve months. | 6. Revenues In conjunction with the adoption of ASU 2014-09, Contracts with Customers (Topic 606) Revenue Recognition Policy Upon adoption of Topic 606, the Company recognizes revenues from its services as performance obligations are satisfied. Performance obligations are satisfied throughout the term of its contracts with Learners, who are our customers, when Learners are provided services. Revenue is recognized in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company generates revenue by selling services to Learners for one-on-one The Company’s revenues are from contracts with Learners, which are short-term duration of generally one year or less. Cash for the purchase of services is generally collected in advance (at one time or in installments) and recorded to deferred revenue until the services are used by the Learner. With respect to installment sales, the first installment payment is collected at the time of sale with the subsequent payment typically due thirty days later. Per the terms of the contract, purchased services can be redeemed up to one year from the date of the first payment. Beginning with the adoption of Topic 606 on January 1, 2019, the Company recognizes revenue for unredeemed payments for services over the life of the agreement with the customer based on customer usage. The Company estimates the amount in which and the period of time over which payments for services are not redeemed using historical usage and redemption patterns. These estimates are reassessed each reporting period. The Company recognizes revenues from its one-on-one The Company provides a significant service of integrating instruction services, which are provided by Experts on the Company’s behalf through its platform, using the Company’s curation and matching technologies, and features in order to deliver a combined output to meet the Company’s performance obligation to Learners. The Company is primarily responsible for the services provided, and sets pricing. The Company has determined that collectively, these factors reflect that it is the principal in transactions with Learners. The Company does not have any incremental costs to obtain or fulfill a contract that would require capitalization. The Company has elected as a practical expedient, not to disclose additional information about unsatisfied performance obligations for contracts with customers that have an expected duration of one year or less. Impacts of Adoption The Company adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2019. The Company recorded an adjustment to accumulated deficit as of January 1, 2019, to reflect the application of its updated revenue recognition policy, primarily related to the accounting for unredeemed payments for services, which are now recognized over the expected customer usage period rather than at the end of the contract period. The cumulative adjustment resulted in a decrease of $16.8 million recorded in “Accumulated deficit”, and “Deferred revenue”. Results for reporting periods beginning January 1, 2019 are presented under Topic 606, resulting in a decrease recorded in “Deferred revenue” of approximately $3.9 million and a corresponding increase recorded in “Revenue”, as of and for the year ended December 31, 2019, due to revenue from unredeemed payments for services being recognized in accordance with Topic 606. Prior period amounts were not adjusted and continue to be reported in accordance with the previous revenue recognition guidance. Contract Balances and Accounts Receivable, net Contract liabilities are recorded within “Deferred revenue” in the Company’s Consolidated Balance Sheets. Deferred revenue consists of advanced payments from customers for performance obligations that have not been satisfied. Deferred revenue is recognized when the services are provided, and all other revenue recognition criteria have been met. The following table presents our “Accounts receivable, net”, and “Deferred revenue” balances (in thousands): December 31, 2020 2019 Accounts receivable, net $ 475 $ 758 Deferred revenue $ 17,270 $ 14,723 “Accounts receivable, net”, is shown net of reserves of less than $0.3 million and $0.1 million as of December 31, 2020 and 2019, respectively. The Company has recognized and expects to recognize substantially all of the deferred revenue balance outstanding in any given period, over the next year. The following table presents the Company’s revenues by service category (in thousands): Year Ended December 31, 2020 2019 2018 Online $ 97,440 $ 64,378 $ 41,860 In-person 6,528 26,074 30,178 Revenue $ 103,968 $ 90,452 $ 72,038 |
Fixed Assets, Net
Fixed Assets, Net | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Fixed Assets, Net | 7. Fixed Assets, Net Fixed assets, net, as of June 30, 2021 and December 31, 2020, consisted of the following ( in thousands June 30, December 31, Fixed assets $ 24,994 $ 22,838 Accumulated depreciation (15,130 ) (12,541 ) Fixed assets, net $ 9,864 $ 10,297 Amortization expense related to capitalized internal use software for the six months ended June 30, 2021 and 2020 totaled $2.2 million and $2.0 million, respectively, and is included as a component of “Cost of revenue” in the accompanying unaudited Condensed Consolidated Statements of Operations. Depreciation expense for all other fixed assets for the six months ended June 30, 2021 and 2020 totaled $0.4 million and $0.5 million, respectively, and is included as a component of “General and administrative expenses” in the accompanying unaudited Condensed Consolidated Statements of Operations. The Company added $2.2 million of fixed assets during the six months ended June 30, 2021, of which $0.1 million is included in accounts payable and is excluded from Cash Flows from Investing Activities in the unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2021. | 7. Fixed Assets, Net Fixed assets, net, as of December 31, 2020, and 2019, consisted of the following (in thousands): December 31, 2020 2019 Capitalized internal use software $ 17,906 $ 15,077 Office equipment 1,702 1,978 Leasehold improvements 1,489 1,677 Furniture & fixtures 941 1,502 Other assets 800 800 Fixed assets 22,838 21,034 Less: accumulated depreciation and amortization (12,541 ) (8,156 ) Fixed assets, net $ 10,297 $ 12,878 Depreciation and amortization is recorded on a straight-line basis over the estimated useful lives of the assets. Estimated useful lives range from one one one one Amortization expense related to capitalized internal use software for the years ended December 31, 2020, 2019, and 2018 totaled $4.1 million, $2.9 million, and $1.5 million, respectively, and is included as a component of “Cost of revenue” in the accompanying Consolidated Statements of Operations. Depreciation expense for all other fixed assets for the years ended December 31, 2020, 2019, and 2018 totaled $0.9 million, $1.1 million, and $1.1 million, respectively, and is included as a component of “General and administrative expenses” in the accompanying Consolidated Statements of Operations. Internal Use Software The Company accounts for costs incurred to develop computer software for internal use in accordance with Accounting Standards Codification (“ASC”) 350-40 350-50, The Company begins capitalization of qualifying costs when both the preliminary project stage is completed, and management has authorized further funding for the completion of the project. Costs incurred during the preliminary project stage along with post implementation stages of internal-use |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | 8. Goodwill and Intangible Assets, Net Goodwill represents the excess of the cost of acquired businesses over the fair market value of their identifiable net assets. The Company conducts a goodwill impairment qualitative assessment during the fourth quarter of each fiscal year following the annual forecasting process, or more frequently if facts and circumstances indicate that goodwill may be impaired. The goodwill impairment qualitative assessment requires an analysis to determine if it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If adverse qualitative trends are identified that could negatively impact the fair value of the reporting unit, a quantitative goodwill impairment test is performed. No impairments of goodwill were recorded for the years ended December 31, 2020, 2019, and 2018. Goodwill as of December 31, 2020, and 2019, was $5.7 million . Intangible assets consist of trade names subject to amortization. Amortization expense, which is provided on a straight-line basis over a 10 year period, was $1.0 million, $1.1 million and $0.0 million for the years ended December 31, 2020, 2019 and 2018 respectively and is reflected in “General and administrative expenses” in the Consolidated Statement of Operations. Trade-names as of December 31, 2020, and 2019, consist of the following (in thousands) December 31, 2020 Carrying Accumulated Net Trade names $ 10,372 $ (2,099 ) $ 8,273 Foreign currency translation adjustment 295 (34 ) 261 Intangible Assets, Net $ 10,667 $ (2,133 ) $ 8,534 December 31, 2019 Carrying Accumulated Net Trade names $ 10,372 $ (1,053 ) $ 9,319 Foreign currency translation adjustment 162 — 162 Intangible Assets, Net $ 10,534 $ (1,053 ) $ 9,481 The estimated future amortization expense related to our trade-names is as follows (in thousands) 2021 $ 1,046 2022 1,046 2023 1,046 2024 1,046 2025 1,046 Thereafter 3,304 Total $ 8,534 |
Definite-Lived Intangible Asset
Definite-Lived Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2021 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Definite-Lived Intangible Assets, Net | 8. Definite-Lived Intangible Assets, Net Intangible Assets, net as of June 30, 2021 and December 31, 2020, consist of the following ( in thousands June 30, 2021 Carrying Accumulated Net Trade names $ 10,372 $ (2,669 ) $ 7,703 Foreign currency translation adjustment 341 (9 ) 332 Intangible Assets, Net $ 10,713 $ (2,678 ) $ 8,035 December 31, 2020 Carrying Accumulated Net Trade names $ 10,372 $ (2,099 ) $ 8,273 Foreign currency translation adjustment 295 (34 ) $ 261 Intangible Assets, Net $ 10,667 $ (2,133 ) $ 8,534 |
Other Current Liabilities
Other Current Liabilities | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Other Liabilities Disclosure [Abstract] | ||
Other Current Liabilities | 9. Other Current Liabilities A in thousands June 30, December 31, Accrued payroll $ 1,351 $ 742 Accrued CARES Act FICA deferral 589 589 Accrued professional services 489 1,037 Accrued sublease liability 335 688 Other 3,363 3,034 Total $ 6,127 $ 6,090 | 9. Other current liabilities As of December 31, 2020, and 2019, other current liabilities consisted of the following (in thousands) December 31, 2020 2019 Accrued professional services $ 1,037 $ 123 Accrued payroll 742 771 Accrued sublease liability 688 — Accrued CARES Act FICA deferral 589 — Other 3,034 3,130 Total $ 6,090 $ 4,024 |
Debt
Debt | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Debt | 10. Debt The Company’s total indebtedness as of June 30, 2021, and December 31, 2020, consisted of the following ( in thousands June 30, December 31, Loan and security agreement $ 39,000 $ 39,000 Promissory note — 8,293 Paid-in-kind 392 283 End of term charge 548 399 Less: Debt issuance costs, net (320 ) (396 ) Total debt $ 39,620 $ 47,579 Less: current maturities of long-term debt — 6,535 Total long-term debt $ 39,620 $ 41,044 On August 9, 2019, the Company entered into a LSA for an aggregate principal amount of up to $50.0 million, subject to certain limitations. Initial borrowings from the LSA of $35.0 million were used to extinguish previously issued long-term debt and for general corporate purposes. The LSA bears interest equal to the greater of either (i) 10.75% plus the prime rate as reported in The Wall Street Journal minus 5.5%, or (ii) 10.75%. Additionally, the Company is subject to paid-in-kind The LSA matures on August 1, 2023, subject to certain conditions, is secured by substantially all of the Company’s assets, and does not contain any financial covenants. The Company incurred debt issuance costs of $0.6 million associated with the LSA. On March 19, 2020, the Company borrowed an additional $4.0 million from the LSA (the maximum borrowing capacity available at the time), increasing total borrowings from $35.0 million to $39.0 million. There was $11.0 million of available borrowing capacity under the LSA as of June 30, 2021. The Company applied for and received a promissory note under the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act program in the amount of $8.3 million on April 16, 2020. The promissory note was scheduled to mature on April 16, 2022 and bore a 1.00% interest rate. The Company applied for forgiveness of the promissory note and on June 30, 2021, the Company received notice from the SBA that the promissory note and accrued interest of $0.1 million was forgiven in full. Accordingly, the Company recognized a gain on debt extinguishment of $8.4 million for the three and six months ended June 30, 2021. | 10. Debt The Company’s total indebtedness as of December 31, 2020, and 2019, consisted of the following (in thousands) December 31, 2020 2019 Loan and security agreement $ 39,000 $ 35,000 Promissory note 8,293 — Paid-in-kind 283 69 End of term charge 399 109 Less: Debt issuance costs, net (396 ) (549 ) Total debt $ 47,579 $ 34,629 Less: current maturities of long-term debt 6,535 — Total long-term debt $ 41,044 $ 34,629 On January 10, 2017, the Company entered into an unsecured revolving credit facility (the “Facility”). The Facility allowed for aggregate borrowings of up to $15.0 million. Monthly payments under the Facility were interest only with aggregate outstanding borrowings due at the termination of the Facility. The Facility contained affirmative and negative covenants customary for agreements of this type. The Facility contained a financial covenant that required the Company to either maintain a deposit balance of $5.0 million at the Facility lender or obtain minimum revenue requirements. On June 22, 2018, the Company amended the Facility by increasing the total amount available to borrow on the Facility to $30.0 million, based on certain financial covenants being met. Monthly payments on the Facility were interest only, with the principal and accrued interest due in full at maturity. Total borrowings of $10.0 million for the acquisition of Veritas Prep were outstanding on the Facility at December 31, 2018. The Facility bore interest equal to the variable prime rate established by the Facility lender plus 0.30%. The Company was in compliance with all debt covenants as of December 31, 2018. On August 9, 2019, the Company entered into a LSA for an aggregate principal amount of up to $50.0 million, subject to certain limitations. Initial borrowings from the LSA of $35.0 million were used to extinguish the Facility, and for general corporate purposes. The Company incurred a loss of less than $0.1 million on the extinguishment of the Facility and the associated unamortized issuance costs. The LSA bears interest equal to the greater of either (i) % plus the prime rate as reported in The Wall Street Journal minus %, or (ii) %. Additionally, the Company is subject to paid-in-kind (“PIK”) interest of % and an end of term charge equal to % of the total funded amount. The LSA bore interest at a rate of % for the years ended December , and . Monthly payments on the LSA are interest only, with the principal, accrued PIK interest and the end of term charge due in full at maturity. Unused capacity under the LSA does not bear a commitment fee. The LSA matures on August 1, 2023, subject to certain conditions, is secured by substantially all of the Company’s assets, and does not contain any financial covenants. The Company incurred debt issuance costs of $0.6 million associated with the LSA. On March 19, 2020, the Company borrowed an additional $4.0 million from the LSA (the maximum borrowing capacity available at the time), increasing total borrowings from $35.0 million to $39.0 million. Total borrowings of $39.0 million are outstanding as of December 31, 2020. There was $7.8 million of available borrowing capacity under the LSA as of December 31, 2020. Interest and debt issuance amortization costs of $4.9 million, $2.1 million, and $0.2 million were incurred by the Company in conjunction with the LSA and the Facility for the years ended December 31, 2020, 2019, and 2018, respectively, and are included as “Interest expense” in the accompanying Consolidated Statements of Operations. The Company applied for and received a promissory note under the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act program in the amount of $8.3 million on April 16, 2020. The promissory note is scheduled to mature on April 16, 2022 and has a 1.00% interest rate. The promissory note is forgivable under certain conditions. The promissory note has not been forgiven. |
Deferred Issuance Costs
Deferred Issuance Costs | 6 Months Ended |
Jun. 30, 2021 | |
Deferred Issuance Costs [Abstract] | |
Deferred Issuance Costs | 11. Deferred Issuance Costs The Company recorded $0.3 million and $2.4 million of expenditures related to the completion of the proposed business combination with TPG in “General and administrative expense” during the three and six months ended June 30, 2021, respectively. Additionally, the Company capitalized certain costs related to the preparation of the related transaction documents within noncurrent assets of $2.3 million, of which $0.7 million were accrued as of June 30, 2021. Upon consummation of the business combination with TPG, the Company expects to record these costs in equity. |
Members' Equity
Members' Equity | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | ||
Members' Equity | 11. Members’ Equity Nonredeemable Preferred Units Class A Preferred Units The Company has authorized 7,906,980 units of Class A preferred voting units (“Class A Units”), of which 7,906,980 were issued and are outstanding as of December 31, 2020. Class A Units were issued in fiscal 2014 with an original issuance price (“OIP”) of $0.430000 per unit and carry a mandatory dividend at the rate of 8.5%, accruing cumulatively and quarterly in arrears (the “Class A Mandatory Dividend Amount”). As of December 31, 2020, 2019 and 2018, $1.9 million, $1.6 million and $1.3 million of cumulative dividends would be payable in the event of a qualifying distribution. Class A-1 The Company has authorized 7,822,681 units of Class A-1 (“Class A-1 Class A-1 “Class A-1 Nonredeemable Preferred Units Rights Class A Units are eligible to receive, in the aggregate, an amount equal to 3x the Class A OIP (the “Class A Preferred Return”) in accordance with and subject to the Company’s distribution waterfall. Class A-1 eligible to receive, in the aggregate, an amount equal to x the Class A-1 OIP (the “Class A-1 Preferred Return” and together with the Class A Preferred Return, the “Preferred Return”) in accordance with and subject to the Company’s distribution waterfall. Alternatively, at the election of a holder at any time, or automatically in connection with a qualified Initial Public Offering (“IPO”), the Class A Units and Class A-1 Units convert to common units in accordance with the then-applicable conversion ratio. Redeemable Preferred Units Class B Redeemable Preferred Units The Company has authorized 40,499,299 units of Class B redeemable preferred voting units (“Class B Units”), of which 40,499,299 were issued and are outstanding as of December 31, 2020. Class B Units were issued in 2015 with an OIP of $1.246935 per unit. Class C Redeemable Preferred Units The Company has authorized 18,586,623 units of Class C redeemable preferred voting units (“Class C Units”), of which 18,586,623 were issued and are outstanding as of December 31, 2020. Class C Units were issued in 2017 and 2018 with an OIP of $2.703557 per unit. Redeemable Preferred Units Rights The Company’s Amended and Restated Operating Agreement (the “Operating Agreement”) states that starting on November 24, 2022 (the fifth one third Upon any liquidation, dissolution, winding up, or change in control of the Company, the holders of the Redeemable Preferred Units are entitled to receive, prior and in preference to any distribution or payment made to any other equity holders, an amount equal to the aggregate Class B OIP and Class C OIP. Common Units The Company has authorized 85,564,605 units of common membership voting units, of which 85,564,605 were issued and are outstanding as of December 31, 2020. Common units have an OIP of $0.000001 per unit and represent the initial capital contributions of approximately $0.1 million. Common unit holders share in the Company’s profits and distributions after the holders of Class A Units, Class A-1 Class A-1 . As of December 31, 2020, there were authorized and unissued Class A Units, Class A-1 Units, Class B Units, Class C Units or Common Units. Profits Interest Units As of December 31, 2020, and 2019, 30,732,995 and 28,452,751 of profits interest units (“PIU”), respectively, had been issued. Each PIU represents a non-voting The Company uses the Black-Scholes-Merton pricing model to estimate the fair value of PIU awards, using the following assumptions: • Equity price per unit is based on an enterprise valuation of the Company in effect at the time of grant • The expected term varies from 6 to 10 years and is determined using the simplified method based on the weighted average term to vest and the contractual term for each individual grant • The dividend yield is set at zero as the underlying security does not pay a dividend • The volatility rate varies from 45% to 55% based on observed historical stock price movements over a period commensurate with the expected life of each PIU, as well as, consideration for the implied volatility of the guideline companies as of each grant date • The risk-free rate varies from 1.28% to 2.95% to correspond with the expected life as of each grant date, based on observation of yields on U.S. Treasury constant maturities The value resulting from the Black-Scholes-Merton option pricing model is then discounted to reflect the lack of marketability of the PIUs. The size of the discount is determined as a function of market participant assumptions as to the estimated time for the Company to reach a liquidity event, using both empirical studies and quantitative analysis. PIUs are subject to multi-year, time-based, graded, vesting schedules, typically over a fou The PIUs are classified as equity awards, and are subject to forfeiture or repurchase consistent with the Operating Agreement. Forfeitures are recorded based on actual forfeiture experience, and result in an adjustment to stock-based compensation expense recognized in the Consolidated Statements of Operations. Upon a termination event or involuntary transfer of Company units, the Board may elect to cause the Company to purchase all or any portion of the PIUs that are not forfeited at their fair market value of such units. Once vested, holders of PIUs are eligible to participate in distributions upon the occurrence of certain qualifying events, which would trigger the waterfall liquidation schedule and result in a distribution to holders of PIUs. The following tables summarize PIU activity: Number of Weighted Average Fair Non-vested 6,827,138 $ 0.22 Granted 11,414,684 0.45 Vested (2,942,987 ) 0.22 Settled (402,284 ) 0.23 Forfeited (477,250 ) 0.34 Non-vested 14,419,301 $ 0.40 Granted 6,354,248 0.59 Vested (4,604,155 ) 0.34 Forfeited (3,864,945 ) 0.46 Non-vested 12,304,449 $ 0.50 Granted 2,280,244 0.83 Vested (4,071,402 ) 0.50 Forfeited — — Non-vested 10,513,291 $ 0.57 For the years ended December 31, 2020, 2019, and 2018, $1.7 million, $1.7 million, and $1.4 million, respectively, was recorded as stock-based compensation expense as a component of “General and administrative expenses” in the accompanying Consolidated Statements of Operations. As of December 31, 2020, total unrecognized compensation related to unvested PIUs of $5.4 million is expected to be recognized over a weighted average period of 2.0 years. Unit Appreciation Rights Unit Appreciation Rights (“UARs”) have been granted to U.S. employees of the Company as well as a defined group of qualifying independent contractors in Canada. UARs are considered liability classified awards and are subject to multi-year, time-based, graded, vesting schedules, typically over a fou As of December 31, 2020, 13,428,010 UARs were outstanding at an average hurdle rate of $1.35. If there was a qualifying liquidity event under the terms of the UAR Plan, the vested UARs would be valued at $11.9 million based on the Company’s January 1, 2021 valuation. | |
TPG Pace Tech Opportunities Corp [Member] | ||
Class of Stock [Line Items] | ||
Members' Equity | 7. Shareholders’ Equity Class A Ordinary Shares The Company is currently authorized to issue 200,000,000 Class A ordinary shares. Depending on the terms of a potential Business Combination, the Company may be required to increase the number of authorized Class A ordinary shares at the same time as its shareholders vote on the Business Combination to the extent the Company seeks shareholder approval in connection with its Business Combination. Holders of Class A ordinary shares are entitled to one vote for each share with the exception that only holders of Class F ordinary shares have the right to vote on the election of directors prior to the completion of a Business Combination, subject to adjustment as provided in the Company’s amended and restated memorandum and articles of association. At each of June 30, 2021 and December 31, 2020, there were 45,000,000 Class A ordinary shares issued and outstanding. Of the 45,000,000 Class A ordinary shares outstanding at June 30, 20201 and December 31, 2020, 45,000,000 shares were subject to possible redemption and are classified outside of shareholders’ equity at the balance sheet. Class F Ordinary Shares The Company is currently authorized to issue 20,000,000 Class F ordinary shares. At each of June 30, 2021 and December 31, 2020, there were 11,250,000 Class F ordinary shares (Founder Shares) issued and outstanding. Preferred Shares The Company is authorized to issue 1,000,000 preferred shares. The Company’s board of directors is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The board of directors is able to, without stockholder approval, issue preferred shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. At June 30, 2021 and December 31, 2020, there were no preferred shares issued or outstanding. Dividend Policy The Company has not paid and does not intend to pay any cash dividends on its ordinary shares prior to the completion of the Business Combination. Additionally, the Company’s board of directors does not contemplate or anticipate declaring any stock dividends in the foreseeable future. | 8. Shareholders’ Equity Class A Ordinary Shares The Company is currently authorized to issue 200,000,000 Class A ordinary shares. Depending on the terms of a potential Business Combination, the Company may be required to increase the number of authorized Class A ordinary shares at the same time as its shareholders vote on the Business Combination to the extent the Company seeks shareholder approval in connection with its Business Combination. Holders of Class A ordinary vote on the election of directors prior to the completion of a Business Combination, subject to adjustment as provided in the Company’s amended and restated memorandum and articles of association. At December 31, 2020 and December 31, 2019, there were 45,000,000 and 0 Class A ordinary shares issued and outstanding, respectively. Of the 45,000,000 Class A ordinary shares outstanding at December 31, 2020, 45,000,000 shares were subject to possible redemption and are classified outside of shareholders’ equity at the balance sheet. Class F Ordinary Shares The Company is currently authorized to issue 20,000,000 Class F ordinary shares. At December 31, 2020 and December 31, 2019, there were 11,250,000 and 20,000,000 Class F ordinary shares (Founder Shares) issued and outstanding, respectively. Preferred Shares The Company is authorized to issue 1,000,000 preferred shares. The Company’s board of directors is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The board of directors is able to, without stockholder approval, issue preferred shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. At December 31, 2020 and December 31, 2019, there were no preferred shares issued or outstanding. Dividend Policy The Company has not paid and does not intend to pay any cash dividends on its ordinary shares prior to the completion of the Business Combination. Additionally, the Company’s board of directors does not contemplate or anticipate declaring any stock dividends in the foreseeable future. |
Fair Value Measurement
Fair Value Measurement | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value Measurement | 4. Fair Value Measurement The Company holds certain items that are required to be disclosed at fair value, primarily debt instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Fair values for debt are based on published forward interest rate curves for similar liabilities and are categorized as Level 2 measurements. As of June 30, 2021 and December 31, 2020, the fair values of the Company’s borrowings under its Loan and Security Agreement (“LSA”) approximates carrying value. As of December 31, 2020 the fair value of the Company’s borrowings under its promissory note approximates carrying value. The Company’s financial assets and liabilities also include cash and cash equivalents, restricted cash, receivables, and accounts payable for which the carrying value approximates fair value due to their short maturities (less than 12 months). Certain assets and liabilities, including long-lived assets and goodwill, are measured at fair value on a non-recurring | |
TPG Pace Tech Opportunities Corp [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value Measurement | 8. Fair Value Measurements The following table presents information about the Company’s derivative liabilities that are measured at fair value on a recurring basis as of June 30, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. As of June 30, 2021 Level 1 Level 2 Level 3 Total Liabilities: Warrants $ 15,750,000 $ — $ — $ 15,750,000 Private Placement Warrants — 12,833,333 — 12,833,333 Forward purchase agreements (FPAs) — — 6,190,000 6,190,000 Total $ 15,750,000 $ 12,833,333 $ 6,190,000 $ 34,773,333 As of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities: Warrants $ 19,350,000 $ — $ — $ 19,350,000 Private Placement Warrants — 15,766,667 — 15,766,667 Forward purchase agreements (FPAs) — — 24,420,000 24,420,000 Total $ 19,350,000 $ 15,766,667 $ 24,420,000 $ 59,536,667 The following table presents the changes in the fair value of the Company’s derivative liabilities that are measured at fair value for the three and six months ended June 30, 2021. The Company did not hold any derivative liabilities measured at fair value as of or for the three and six months ended June 30, 2020. Warrants Private Forward Total Liabilities: Fair value at March 31, 2021 $ 12,150,000 $ 9,900,000 $ 4,670,000 $ 26,720,000 Change in fair value 3,600,000 2,933,333 1,520,000 8,053,333 Fair value at June 30, 2021 $ 15,750,000 $ 12,833,333 $ 6,190,000 $ 34,773,333 Warrants Private Forward Total Liabilities: Fair value at December 31, 2020 $ 19,350,000 $ 15,766,667 $ 24,420,000 $ 59,536,667 Change in fair value (3,600,000 ) (2,933,334 ) (18,230,000 ) (24,763,334 ) Fair value at June 30, 2021 $ 15,750,000 $ 12,833,333 $ 6,190,000 $ 34,773,333 The valuation methodology used in the determination of the fair value of financial instruments for which Level 3 inputs were used at June 30, 2021 and December 31, 2020 was a market approach. The following tables summarize the changes in the fair value of financial instruments for which the Company has used Level 3 inputs to determine fair value for the three and six months ended June 30, 2021. The Company did not hold any Level 3 financial instruments as of or for the three and six months ended June 30, 2020. Forward Total Liabilities: Fair value at March 31, 2021 $ 4,670,000 $ 4,670,000 Change in fair value 1,520,000 1,520,000 Fair value at June 30, 2021 $ 6,190,000 $ 6,190,000 Forward Total Liabilities: Fair value at December 31, 2020 $ 24,420,000 $ 24,420,000 Change in fair value (18,230,000 ) (18,230,000 ) Fair value at June 30, 2021 $ 6,190,000 $ 6,190,000 | 9. Fair Value Measurements The following table presents information about the Company’s derivative liabilities that are measured at fair value on a recurring basis as of December 31, 2020 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Level 1 Level 2 Level 3 Total Liabilities: Warrants $ 19,350,000 $ — $ — $ 19,350,000 Private Placement Warrants — 15,766,667 — 15,766,667 Forward purchase agreements (FPAs) — — 24,420,000 24,420,000 Total $ 19,350,000 $ 15,766,667 $ 24,420,000 $ 59,536,667 The following table presents the changes in the fair value of the Company’s derivative liabilities that are measured at fair value for the year ended December 31, 2020. Warrants Private Forward Total Liabilities: Fair value when issued (October 2020) $ 13,500,000 $ 11,000,000 $ 3,110,000 $ 27,610,000 Change in fair value 5,850,000 4,766,667 21,310,000 31,926,667 Fair value at December 31, 2020 $ 19,350,000 $ 15,766,667 $ 24,420,000 $ 59,536,667 The valuation methodologies used in the determination of the fair value of financial instruments for which Level 3 inputs were used at December 31, 2020 included a market approach. The following tables summarize the changes in the fair value of financial instruments for which the Company has used Level 3 inputs to determine fair value (in thousands): Warrants Private Forward Total Liabilities: Fair value when issued (October 2020) $ 13,500,000 $ 11,000,000 $ 3,110,000 $ 27,610,000 Change in fair value — — 21,310,000 21,310,000 Transfers (13,500,000 ) (11,000,000 ) — (24,500,000 ) Total $ — $ — $ 24,420,000 $ 24,420,000 Transfers between Level 3 and Level 1 and Level 3 and Level 2 during the year ended December 31, 2020 occurred due to a change in observable inputs for the related derivatives. There were no transfers between Level 2 and Level 1 during the year ended December 31, 2020. Total realized and unrealized gains and losses recorded for Level 3 investments are reported in change in fair value of derivatives on the Statement of Operations. |
Earnings per Unit
Earnings per Unit | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Earnings per Unit | 12. Earnings per Unit Basic earnings per unit is calculated as the sum of net loss less undeclared cumulative dividends on preferred stock divided by the average number of units of common units outstanding for the period. Diluted earnings per unit is based on the average number of units used for the basic earnings per unit calculation, adjusted for the dilutive effect of profit interest units using the “treasury stock” method to the extent they are dilutive. Unit appreciation rights would be considered a participating security in the event of settlement. The impact of potentially dilutive preferred units is calculated using the “if-converted” The following table sets forth the computation of basic and diluted earnings per unit ( in thousands, except per unit amounts Three Months Ended Six months ended 2021 2020 2021 2020 Basic and diluted earnings per unit: Net loss $ (336 ) $ (4,101 ) $ (6,062 ) $ (12,099 ) Undeclared dividends on nonredeemable preferred units (145 ) (145 ) (290 ) (290 ) (481 ) (4,246 ) (6,352 ) (12,389 ) Weighted average common units outstanding: 85,565 85,565 85,565 85,565 Basic and diluted earnings per unit $ (0.01 ) $ (0.05 ) $ (0.07 ) $ (0.14 ) The following table details the securities that have been excluded from the calculation of weighted-average units for diluted earnings per unit as they were anti-dilutive. Three Months Ended Six months ended 2021 2020 2021 2020 Anti-dilutive units: Class A preferred units 7,906,980 7,906,980 7,906,980 7,906,980 Class A-1 7,822,681 7,822,681 7,822,681 7,822,681 Class B preferred units 40,499,299 40,499,299 40,499,299 40,499,299 Class C preferred units 18,586,623 18,586,623 18,586,623 18,586,623 Profits interest units 30,732,995 30,102,751 30,732,995 30,102,751 | 12. Earnings per Unit Basic earnings per unit is calculated as the sum of net loss less undeclared cumulative dividends on preferred stock and redeemable preferred unit accretion divided by the average number of units of common units outstanding for the period. Diluted earnings per unit is based on the average number of units used for the basic earnings per unit calculation, adjusted for the dilutive effect of PIUs using the “treasury stock” method to the extent they are dilutive. The UARs would be considered a participating security in the event of settlement. The impact of potentially dilutive preferred units is calculated using the “if-converted” The following table sets forth the computation of basic and diluted earnings per unit (in thousands, except per unit amounts). Year Ended December 31, 2020 2019 2018 Basic and diluted earnings per unit: Net loss $ (24,663 ) $ (22,439 ) $ (25,377 ) Undeclared dividends on nonredeemable preferred units (578 ) (578 ) (578 ) Redeemable Preferred Unit accretion (219,257 ) — — (244,498 ) (23,017 ) (25,955 ) Weighted average common units outstanding: 85,564,605 85,564,605 85,564,605 Basic and diluted earnings per unit $ (2.86 ) $ (0.27 ) $ (0.30 ) The following table details the securities that have been excluded from the calculation of weighted-average units for diluted earnings per unit as they were anti-dilutive. Year Ended December 31, 2020 2 019 2018 Anti-dilutive units: Class A preferred units 7,906,980 7,906,980 7,906,980 Class A-1 7,822,681 7,822,681 7,822,681 Class B preferred units 40,499,299 40,499,299 40,499,299 Class C preferred units 18,586,623 18,586,623 18,586,623 Profits interest units 30,732,995 28,452,751 25,963,448 |
Related Parties
Related Parties | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Related Parties | 13. Related Parties The Company’s Chief Executive Officer (“CEO”) is the majority owner of the outstanding common units. Members of the executive leadership team, although not including the CEO, have also been granted profits interest units “PIUs”, and have received compensation (guaranteed wages) at contracted rates per written executive agreements. The CEO’s compensation is determined annually by the Company’s Compensation Committee (which also determines executive team bonuses, increases in base guaranteed wages, and equity awards, as applicable). For the three months ended June 30, 2021 and 2020, $1.8 million and $1.3 million, respectively, of certain products and services were purchased from companies in which certain of our Class B and C preferred unit holders have active investments. For the six months ended June 30, 2021 and 2020, $3.9 million and $1.9 million, respectively, of certain products and services were purchased from companies in which certain of our Class B and C preferred unit holders have active investments. As of June 30, 2021 and December 31, 2020, $0.6 million, and $0.5 million, respectively, of amounts due to companies in which certain of our Class B and C preferred unit holders have active investments were included in Accounts payable and Other current liabilities. | 13. Related Parties The Company’s Chief Executive Officer (“CEO”) is the majority owner of the outstanding common units, and the CEO and other members of the executive leadership team own Class B Units. Members of the executive leadership team, although not including the CEO, have also been granted PIUs, and have received compensation (guaranteed wages) at contracted rates per written executive agreements. The CEO’s compensation is determined annually by the Company’s Compensation Committee (which also determines executive team bonuses, increases in base guaranteed wages, and equity awards, as applicable). In 2020, 2019, and 2018, $4.5 million, $1.8 million, and $0.8 million, respectively, of certain products and services purchased from companies in which certain of our Class B and C Unit holders have active investments . As of December 31, 2020, and 2019, $0.5 million, and $0.2 million, respectively, of amounts due to companies in which certain of our Class B and C Unit holders have active investments were included in Other current liabilities. |
TPG Pace Tech Opportunities Corp [Member] | ||
Related Parties | 4. Related Party Transactions Founder Shares On August 12, 2019, the Sponsor purchased 20,000,000 of the Company’s Class F ordinary shares (“Founder Shares”) for an aggregate purchase price of $25,000, or approximately $0.001 per share. Prior to the Sponsor’s initial investment in the Company of $25,000, the Company had no assets. The purchase price of the Founder Shares was determined by dividing the amount of cash contributed to the Company by the number of Founder Shares issued. On October 2, 2020, the Sponsor transferred 40,000 Founder Shares to each of the Company’s four independent directors at their original purchase price. On October 2, 2020, the Sponsor forfeited 7,062,500 Founder Shares for no consideration. On November 20, 2020, the Sponsor forfeited 1,687,500 Founder Shares on the expiration of the underwriters’ over-allotment option. At each of June 30, 2021 and December 31, 2020, the Initial Shareholders held 11,250,000 Founder Shares. The Founder Shares are identical to the Class A ordinary shares included in the Units being sold in the Proposed Offering except that: • only holders of the Founder Shares have the right to vote on the election of directors prior to the Business Combination; • the Founder Shares are subject to certain transfer restrictions, as described in more detail below; • the initial shareholders and the Company’s officers and directors entered into a letter agreement with the Company, pursuant to which they have agreed (i) to waive their redemption rights with respect to the Founder Shares and in connection with the completion of the Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete the Business Combination within 24 months from the Close Date. If the Company submits the Business Combination to the public shareholders for a vote, the Initial Shareholders have agreed, pursuant to such letter agreement, to vote their Founder Shares and any public shares purchased during or after the Public Offering in favor of the Business Combination; and • the Founder Shares are automatically convertible into Class A ordinary shares on the first business day following the completion of the Business Combination on a one-for-one basis, Additionally, the initial shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (i) one year after the completion of the Business Combination or (ii) subsequent to the Business Combination, if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day Private Placement Warrants On the Close Date, the Sponsor purchased from the Company an aggregate of 7,333,333 private placement warrants at a price of $1.50 per warrant, or approximately $11,000,000, in a private placement that occurred in conjunction with the completion of the Public Offering (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one Class A ordinary share at $11.50 per share, subject to adjustment. A portion of the purchase price of the Private Placement Warrants was placed in the Trust Account. The Private Placement Warrants will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Warrants. The Sponsor, or its permitted transferees, will have the option to exercise the Private Placement Warrants on a cashless basis. The Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the Business Combination. If the Company does not complete the Business Combination within 24 months from the Close Date, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Company’s Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. Forward Purchase Agreements Prior to the Close Date, an affiliate of the Company (the “TPG Forward Purchaser”) entered into a forward purchase agreement (the “Original Forward Purchase Agreement”). The TPG Forward Purchaser agreed to purchase an aggregate of 5,000,000 Class A ordinary shares at a price of $10.00 per Class A ordinary share (the “Forward Purchase Shares”), plus an aggregate of 1,000,000 warrants to purchase one Class A ordinary share at $11.50 per share (the “Forward Purchase Warrants” and, together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000. The purchase of the 5,000,000 Forward Purchase Shares and 1,000,000 Forward Purchase Warrants will take place in one or more private placements, with the full amount to have been purchased no later than simultaneously with the closing of the Company’s Business Combination. The TPG Forward Purchaser’s obligation to purchase the Forward Purchase Securities may be transferred, in whole or in part, to the forward transferees, provided that upon such transfer the forward transferees assume the rights and obligations of the TPG Forward Purchaser. As an inducement to a transferee that is not an affiliate of the TPG Forward Purchaser to assume the TPG Forward Purchaser’s obligation to purchase the Forward Purchase Securities, the Company may agree to issue on a case-by-case The Company also entered into forward purchase agreements (the “Additional Forward Purchase Agreements”) with other third parties (the “Additional Forward Purchasers”) which provide that the Additional Forward Purchasers will purchase up to an aggregate of 11,000,000 Class A ordinary shares (the “Additional Forward Purchase Shares”), plus up to an aggregate of 2,000,000 warrants to purchase one Class A ordinary share at $11.50 per share (the “Additional Forward Purchase Warrants” and, together with the Additional Forward Purchase Shares, the “Additional Forward Purchase Securities”), for an aggregate purchase price of approximately $100,000,000. Any purchases of the up to 11,000,000 Additional Forward Purchase Shares and up to 1,000,000 Additional Forward Purchase Warrants will also take place in one or more private placements, but no later than simultaneously with the closing of the Business Combination. The sale of the Additional Forward Purchase Securities will be subject to the approval of the board of directors and the Sponsor. The proceeds of all purchases made pursuant to the Forward Purchase Agreements will be deposited into the Company’s operating account. In connection with the Additional Forward Purchase Agreements, the Sponsor shall forfeit 1,000,000 Founder Shares at the time of the forward purchase. The terms of the Forward Purchase Securities and Additional Forward Purchase Securities, respectively, are generally identical to the terms of the Class A ordinary shares and the Redeemable Warrants included in the Units sold in the Public Offering, except that the Forward Purchase Shares and Additional Forward Purchase Shares will have no redemption rights and will have no right to liquidating distributions from our trust account. In addition, as long as the Additional Forward Purchase Securities and the Additional Forward Purchase Securities are held by the TPG Forward Purchaser and Additional Forward Purchasers, they will have certain registration rights. In connection with the sale of the Forward Purchase Shares and the Additional Forward Purchase Shares, except to the extent of any forfeitures of Founder Shares by the Sponsor in connection with the forward purchases, the Company expects that the Sponsor will receive an aggregate number of additional Class A ordinary shares so that the Initial Shareholders, in the aggregate, on an as-converted basis, will Registration Rights Holders of the Founder Shares and Private Placement Warrants are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Public Offering. The holders of these securities are entitled to make up to three demands that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to other registration statements filed by the Company subsequent to its completion of the Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that that Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable Lock Up Period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Indemnity The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a vendor (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company discussed entering into a transaction agreement, reduces the amount of funds in the Trust Account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such eventuality as the Company believes the likelihood of the Sponsor having to indemnify the Trust Account is limited because the Company will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Related Party Note Payable On September 15, 2020, the Company’s Sponsor loaned the Company $300,000 under an unsecured non-interest On March 29, 2021, the Sponsor issued a promissory note to the Company for borrowings of up to $7,000,000. The promissory note does not bear interest, and any borrowings made are due on the earlier of March 29, 2022 or the consummation of a Business Combination, except in the event of a default, as defined in the promissory note agreement, at which point any outstanding borrowings become due immediately. On March 29, 2021, the Company borrowed $2,000,000 under the promissory note. On May 12, 2021, the Sponsor signed a commitment letter in which it committed to lending funds, if needed, to the Company to timely satisfy any of the Company’s financial obligations or debt service requirements through August 31, 2022, and further to defer any required repayment of existing loans, or any loans made through August 31, 2022, until after August 31, 2022. Independent Financial Advisory Services In connection with the Public Offering, TPG Capital BD, LLC, an affiliate of the Company, acted as the Company’s independent financial advisor as defined under FINRA Rule 5110(j)(9), to provide independent financial consulting services, consisting of a review of deal structure and terms and related structuring advice in connection with the Public Offering, for which it received a fee of $832,500, which was paid on the Close Date. TPG Capital BD, LLC was engaged to represent the Company’s interests only and is independent of the underwriters. TPG Capital BD, LLC did not act as an underwriter in the Public Offering and did not sell or offer to sell any securities in the Public Offering, nor did it identify or solicit potential investors in the Public Offering. Administrative Services Agreement On October 9, 2020, the Company entered into an agreement to pay $50,000 a month for office space, administrative and support services to an affiliate of the Sponsor upon completion of the Public Offering and will terminate the agreement upon the earlier of a Business Combination or the liquidation of the Company. In addition to the transactions described above, the Company and the Sponsor, among others, entered into certain agreements in connection with the signing of the Business Combination Agreement pursuant to which, among other things, the Sponsor and the Company’s directors and officers have certain interests. For more information, please see Note 1— Proposed Business Combination | 5. Related Party Transactions Founder Shares On August 12, 2019, the Sponsor purchased 20,000,000 of the Company’s Class F ordinary shares (“Founder Shares”) for an aggregate purchase price of $25,000, or approximately $0.001 per share. Prior to the Sponsor’s initial investment in the Company of $25,000, the Company had no assets. The purchase price of the Founder Shares was determined by dividing the amount of cash contributed to the Company by the number of Founder Shares issued. On October 2, 2020, the Sponsor transferred 40,000 Founder Shares to each of the Company’s four independent directors at their original purchase price. On October 2, 2020, the Sponsor forfeited 7,062,500 Founder Shares for no consideration. On November 20, 2020, the Sponsor forfeited 1,687,500 Founder Shares on the expiration of the underwriters’ over-allotment option. At December 31, 2020 and December 31, 2019, the Initial Shareholders held 11,250,000 and 20,000,000 Founder Shares, respectively. The Founder Shares are identical to the Class A ordinary shares included in the Units sold in the Public Offering except that: • only holders of the Founder Shares have the right to vote on the election of directors prior to the Business Combination • the Founder Shares are subject to certain transfer restrictions, as described in more detail below; • the Initial Shareholders and the Company’s officers and directors entered into a letter agreement with the Company, pursuant to which they have agreed (i) to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the Business Combination within 24 months from the Close Date. If the Company submits the Business Combination to the public shareholders for a vote, the Initial Shareholders have agreed, pursuant to such letter agreement, to vote their Founder Shares and any Public Shares purchased during or after the Public Offering in favor of the Business Combination; and • the Founder Shares are automatically convertible into Class A ordinary shares at the time of the Business Combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights. Additionally, the Initial Shareholders agreed not to transfer, assign or sell any of their respective Founder Shares until the earlier of (i) one year after the completion of the Business Combination or (ii) subsequent to the Business Combination, if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Private Placement Warrants On the Close Date, the Sponsor purchased from the Company an aggregate of 7,333,333 private placement warrants at a price of $1.50 per warrant, or approximately $11,000,000, in a private placement that occurred in conjunction with the completion of the Public Offering (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one Class A ordinary share at $11.50 per share, subject to adjustment. A portion of the purchase price of the Private Placement Warrants was placed in the Trust Account. The Private Placement Warrants will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Warrants. The Sponsor, or its permitted transferees, will have the option to exercise the Private Placement Warrants on a cashless basis. The Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the Business Combination. If the Company does not complete the Business Combination within 24 months from the Close Date, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Company’s Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. Forward Purchase Agreements Prior to the Close Date, an affiliate of the Company (the “TPG Forward Purchaser”) entered into a forward purchase agreement (the “Original Forward Purchase Agreement”). The TPG Forward Purchaser agreed to purchase an aggregate of 5,000,000 Class A ordinary shares at a price of $10.00 per Class A ordinary share (the “Forward Purchase Shares”), plus an aggregate of 1,000,000 warrants to purchase one Class A ordinary share at $11.50 per share (the “Forward Purchase Warrants” and, together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $50,000,000. The purchase of the 5,000,000 Forward Purchase Shares and 1,000,000 Forward Purchase Warrants will take place in one or more private placements, with the full amount to have been purchased no later than simultaneously with the closing of the Company’s Business Combination. The TPG Forward Purchaser’s obligation to purchase the Forward Purchase Securities may be transferred, in whole or in part, to the forward transferees, provided that upon such transfer the forward transferees assume the rights and obligations of the TPG Forward Purchaser. As an inducement to a transferee that is not an affiliate of the TPG Forward Purchaser to assume the TPG Forward Purchaser’s obligation to purchase the Forward Purchase Securities, the Company may agree to issue on a case-by-case The Company also entered into forward purchase agreements (the “Additional Forward Purchase Agreements”) with other third parties (the “Additional Forward Purchasers”) which provide that the Additional Forward Purchasers will purchase up to an aggregate of 11,000,000 Class A ordinary shares (the “Additional Forward Purchase Shares”), plus up to an aggregate of 2,000,000 warrants to purchase one Class A ordinary share at $11.50 per share (the “Additional Forward Purchase Warrants” and, together with the Additional Forward Purchase Shares, the “Additional Forward Purchase Securities”), for an aggregate purchase price of approximately $100,000,000. Any purchases of the up to 11,000,000 Additional Forward Purchase Shares and up to 1,000,000 Additional Forward Purchase Warrants will also take place in one or more private placements, but no later than simultaneously with the closing of the Business Combination. The sale of the Additional Forward Purchase Securities will be subject to the approval of the board of directors and the Sponsor. The proceeds of all purchases made pursuant to the Forward Purchase Agreements will be deposited into the Company’s operating account. In connection with the Additional Forward Purchase Agreements, the Sponsor shall forfeit 1,000,000 Founder Shares at the time of the forward purchase. The terms of the Forward Purchase Securities and Additional Forward Purchase Securities, respectively, are generally identical to the terms of the Class A ordinary shares and the Redeemable Warrants included in the Units sold in the Public Offering, except that the Forward Purchase Shares and Additional Forward Purchase Shares will have no redemption rights and will have no right to liquidating distributions from our trust account. In addition, as long as the Forward Purchase Securities and the Additional Forward Purchase Securities are held by the TPG Forward Purchaser and Additional Forward Purchasers, they will have certain registration rights. In connection with the sale of the Forward Purchase Shares and the Additional Forward Purchase Shares, except to the extent of any forfeitures of Founder Shares by the Sponsor in connection with the forward purchases, the Company expects that the Sponsor will receive an aggregate number of additional Class A ordinary shares so that the Initial Shareholders, in the aggregate, on an as-converted basis, will Registration Rights Holders of the Founder Shares and Private Placement Warrants are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Public Offering. The holders of these securities are entitled to make up to three demands that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to other registration statements filed by the Company subsequent to its completion of the Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that that Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable Lock Up Period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Indemnity The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a vendor (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company discussed entering into a transaction agreement, reduces the amount of funds in the Trust Account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such eventuality as the Company believes the likelihood of the Sponsor having to indemnify the Trust Account is limited because the Company will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Related Party Note Payable On September 15, 2020, the Company’s Sponsor loaned the Company $300,000 under an unsecured non-interest Independent Financial Advisory Services In connection with the Public Offering, TPG Capital BD, LLC, an affiliate of the Company, acted as the Company’s independent financial advisor as defined under FINRA Rule 5110(j)(9), to provide independent financial consulting services, consisting of a review of deal structure and terms and related structuring advice in connection with the Public Offering, for which it received a fee of $832,500, which was paid on the Close Date. TPG Capital BD, LLC was engaged to represent the Company’s interests only and is independent of the underwriters. TPG Capital BD, LLC did not act as an underwriter in the Public Offering and did not sell or offer to sell any securities in the Public Offering, nor did it identify or solicit potential investors in the Public Offering. Administrative Services Agreement On October 9, 2020, the Company entered into an agreement to pay $50,000 a month for office space, administrative and support services to an affiliate of the Sponsor upon completion of the Proposed Offering, and will terminate the agreement upon the earlier of a Business Combination or the liquidation of the Company. In addition to the transactions described above, the Company and the Sponsor, among others, entered into certain agreements in connection with the signing of the Business Combination Agreement (as defined below in Note 8), pursuant to which, among other things, the Sponsor and the Company’s directors and officers have certain interests. For more information, please see Note 8 – Subsequent Events. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies Leases As of December 31, 2020, the Company leased office space in St. Louis, MO and Tempe, AZ. During fiscal 2020, the Company entered into a sublease agreement for the Tempe, AZ office space. The cash flows from the sublease were less than those the Company was required to make under the original lease agreement. As such, the Company recognized a loss on the sublease of $1.8 million, which was recorded in “Other expense (income), net.” Future minimum lease payments due in each of the following fiscal years under the terms of the leases are as follows (in thousands) 2021 $ 1,891 2022 1,749 2023 1,599 2024 1,250 2025 632 Thereafter — Total $ 7,121 Future sublease income in each of the following fiscal years under the terms of the subleases are as follows (in thousands) 2021 $ 588 2022 981 2023 1,000 2024 1,019 2025 516 Thereafter — Total $ 4,104 Rent expense was $1.6 million, $2.5 million, and $2.2 million for the years ended December 31, 2020, 2019, and 2018, respectively. The Company also maintains executive agreements with certain members of its executive management team which contain separation from service clauses that provide for severance upon termination by Company without cause, or certain other contractual terms. |
Investments Held in Trust Accou
Investments Held in Trust Account | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
TPG Pace Tech Opportunities Corp [Member] | ||
Investments Held In Trust Account | 5. Investments Held in Trust Account Gross proceeds of $450,000,000 and $11,000,000 from the Public Offering and the sale of the Private Placement Warrants, respectively, less underwriting discounts of $9,000,000; and funds of $2,000,000 designated to pay the Company’s accrued formation and offering costs, ongoing administrative and acquisition search costs, plus repay notes payable of $300,000 to the Sponsor at the Close Date were placed in the Trust Account at the Close Date. On October 14, 2020, all funds held in the Trust Account were invested in Permitted Investments, which are considered Level 1 investments under ASC 820. For the three and six months ended June 30, 2021, the Permitted Investments generated interest income of $6,839 and $13,602, respectively, all of which was reinvested in Permitted Investments. At June 30, 2021, the balance of funds held in the Trust Account was $450,019,539. | 6. Investments Held in Trust Account Gross proceeds of $450,000,000 and $11,000,000 from the Public Offering and the sale of the Private Placement Warrants, respectively, less underwriting discounts of $9,000,000; and funds of $2,000,000 designated to pay the Company’s accrued formation and offering costs, ongoing administrative and acquisition search costs, plus repay notes payable of $300,000 to the Sponsor at the Close Date were placed in the Trust Account at the Close Date. On October 14, 2020, all funds held in the Trust Account were invested in Permitted Investments, which are considered Level 1 investments under ASC 820. For the year ended December 31, 2020, the Permitted Investments generated interest income of $5,937 all of which was reinvested in Permitted Investments. At December 31, 2020, the balance of funds held in the Trust Account was $450,005,937. |
Deferred Underwriting Compensat
Deferred Underwriting Compensation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
TPG Pace Tech Opportunities Corp [Member] | ||
Deferred Underwriting Compensation | 6. Deferred Underwriting Compensation The Company is committed to pay the Deferred Discount of 3.50% of the gross proceeds of the Public Offering, or $15,750,000, to the underwriters upon the Company’s completion of a Business Combination. The underwriters are not entitled to receive any of the interest earned on Trust Account funds that would be used to pay the Deferred Discount, and no Deferred Discount is payable to the underwriters if a Business Combination is not completed within 24 months after the Close Date. | 7. Deferred Underwriting Compensation The Company is committed to pay the Deferred Discount of 3.50% of the gross proceeds of the Public Offering, or $15,750,000, to the underwriters upon the Company’s completion of a Business Combination. The underwriters are not entitled to receive any of the interest earned on Trust Account funds that would be used to pay the Deferred Discount, and no Deferred Discount is payable to the underwriters if a Business Combination is not completed within 24 months after the Close Date. |
Legal Proceedings
Legal Proceedings | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Legal Proceedings | 14. Legal Proceedings The Company has received inquiries from certain statutory authorities regarding the designation of Experts as independent contractors. The Company is responding to these inquiries and believes this designation to be appropriate based on the nature of its relationship with such individuals and entities. The Company believes that it is only reasonably possible and not probable that the Company will incur a loss under various legal and regulatory proceedings challenging the classification of Experts as independent contractors because of the Company’s significant experience with such claims of this nature as well as our analysis of the facts and circumstances related to current claims. Additionally, the amount of loss cannot be reasonably estimated because the amount of loss contingency is often based on certain variable inputs (e.g., Platform usage by the Expert, number of plaintiffs/claimants, jurisdiction, etc.) which make the determination of a range of loss not possible . The Company is subject to various other legal proceedings and actions in the normal course of business. In the opinion of management, based upon the information presently known, the ultimate liability, if any, arising from such pending legal proceedings, as well as from asserted legal claims and known potential legal claims which are likely to be asserted, taking into account established accrual for estimated liabilities (if any), are not expected to be material individually or in the aggregate to the consolidated financial condition, result of operations or cash flows of the Company. In addition, although it is difficult to estimate the potential financial impact of actions regarding expenditures for compliance with regulatory matters, in the opinion of management, based upon the information currently available, the ultimate liability arising from such compliance matters is not expected to be material to the consolidated financial condition, results of operations or cash flows of the Company. | 15. Legal Proceedings The Company is subject to various legal and regulatory proceedings with statutory authorities alleging that the Company violated labor or other laws that would apply to employees by misclassifying Experts as independent contractors. The Company has and is responding to these claims and believes this designation to be appropriate based on the nature of its relationship with such individuals and entities. The Company believes that it is only reasonably possible and not probable that the Company will incur a loss under various legal and regulatory proceedings challenging the classification of Experts as independent contractors because of the Company’s significant experience with such claims. Additionally, the amount of loss cannot be reasonably estimated because the amount of loss contingency is based on certain variable inputs (e.g., Platform usage by the Expert, number of plaintiffs/claimants, jurisdiction, etc.) which make the determination of a range of loss not possible . The Company is subject to various other legal proceedings and actions in the normal course of business. In the opinion of management, based upon the information presently known, the ultimate liability, if any, arising from such pending legal proceedings, as well as from asserted legal claims and known potential legal claims which are likely to be asserted, taking into account established accrual for estimated liabilities (if any), are not expected to be material individually or in the aggregate to the consolidated financial condition, result of operations or cash flows of the Company. In addition, although it is difficult to estimate the potential financial impact of actions regarding expenditures for compliance with regulatory matters, in the opinion of management, based upon the information currently available, the ultimate liability arising from such compliance matters is not expected to be material to the consolidated financial condition, results of operations or cash flows of the Company. |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events | 15. Subsequent Events The Company has evaluated subsequent events in accordance with U.S. GAAP through August 1 1 . Events Subsequent to the Original Issuance of Condensed Consolidated Financial Statements In connection with the reissuance of the condensed consolidated financial statements, the Company has evaluated subsequent events in accordance with U.S. GAAP through October 14, 2021, the date the condensed consolidated financial statements were available to be reissued. The Up-C structure allows current equity unit holders to retain their equity ownership in the Company, an entity that is classified as a partnership for U.S. federal income tax purposes, and provides potential future tax benefits for Nerdy Inc. when the post-merger Nerdy equity holders ultimately exchange their pass-through interests for shares of Class A Common Stock in Nerdy Inc. Nerdy Inc. is a holding company, its primary assets consist of Nerdy units. Nerdy Inc. controls Nerdy in accordance with the terms of Nerdy’s Operating Agreement. Nerdy’s management will continue to manage the Company and all of its related and affiliated entities (subject to Nerdy Inc.’s board of directors) and Nerdy Inc.’s executive officers will serve as the executive officers for all of its related and affiliated entities in the United States. On September 20, 2021, the Company extinguished all outstanding borrowings under the LSA. On September 20, 2021, the Nerdy Inc. Board of Directors approved the repayment of the Company’s previously fully forgiven Promissory Note, which totals $8.4 million and includes $0.1 million of accrued interest. The Company expects to record an expense for the repayment of the Promissory Note in the third quarter of 2021 and make repayment of the Promissory Note in the fourth quarter of 2021. | 16. Subsequent Events The Company has evaluated subsequent events in accordance with U.S. GAAP through March 19, 2021, the date the financial statements were available to be issued. On January 28, 2021, the Company executed a definitive business combination agreement with TPG Pace Tech Opportunities Corp. (“TPG Pace”). As a result of the proposed business combination, TPG Pace will be redomesticated to Delaware and renamed Nerdy Inc. The combined company will be organized in an umbrella partnership corporation (“Up-C”) Up-C Nerdy Inc. will be a holding company, and immediately after the consummation of the business combination, its primary assets will consist of Nerdy units. Immediately following the closing of the transaction, Nerdy Inc. will control Nerdy in accordance with the terms of Nerdy’s Operating Agreement. Nerdy’s management will continue to manage the Company and all of its related and affiliated entities (subject to Nerdy Inc.’s board of directors) and Nerdy Inc.’s executive officers will serve as the executive officers for all of its related and affiliated entities in the United States. The boards of directors of TPG Pace and the board of managers and the members of Nerdy have approved the proposed transaction. We expect the transaction to close in the second quarter of 2021. The Company recorded $1.3 million of expenditures related to this transaction in “General and administrative expense” for the year ended December 31, 2020. |
TPG Pace Tech Opportunities Corp [Member] | ||
Subsequent Events | 9. Subsequent Events Management has performed an evaluation of subsequent events through the date of issuance of the financial statements, noting no other subsequent events which require adjustment or disclosure. | 10. Subsequent Events On January 28, 2021, the Company, TPG Pace Tech Merger Sub LLC, a Delaware limited liability company (“Nerdy Merger Sub”), TCV VIII (A) VT, Inc., a Delaware corporation (“TCV Blocker”), LCSOF XI VT, Inc., a Delaware corporation (“Learn Blocker” and, together with TCV Blocker, the “Blockers”), TPG Pace Blocker Merger Sub I Inc., a Delaware corporation (“Blocker Merger Sub I”), TPG Pace Blocker Merger Sub II Inc., a Delaware corporation (“Blocker Merger Sub II” and, together with Blocker Merger Sub I, the “Blocker Merger Subs” and, together with Nerdy Merger Sub, the “Merger Subs”), Live Learning Technologies LLC, a Delaware limited liability company (“Nerdy”), and, solely for the purposes described therein, certain entities affiliated with the Blockers (“Blocker Holders”) entered into a Business Combination Agreement (the “Business Combination Agreement,” and the transactions contemplated thereby, the “Proposed Business Combination”), pursuant to which, among other things and subject to the terms and conditions contained therein: (a) Pursuant to the Business Combination Agreement, on the date (the “Closing Date”) of closing of the Proposed Business Combination (the “Closing”), prior to the Effective Time (as defined in the Business Combination Agreement), (i) the Company will change its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”), upon which the Company will change its name to “Nerdy Inc.”, and (ii) Nerdy will cause each outstanding class of preferred units and the Nerdy profits units to be automatically converted into Nerdy common units (subject to applicable vesting requirements). (b) Nerdy Merger Sub will merge with and into Nerdy (the “Merger”), with Nerdy surviving the Merger. Pursuant to the Merger, (i) each holder of Nerdy common units (other than the Blockers) will exchange its Nerdy common units for (A) certain cash consideration, (B) either (x) certain limited liability company units in Nerdy (“OpCo Units”), subject to applicable vesting requirements, and an equivalent number of shares of the Company’s class B common stock, par value $0.0001 per share (“Class B Common Stock”), or (y) certain shares of the Company’s class A common stock, par value $0.0001 per share (“Class A Common Stock” and, together with Class B Common Stock, “Common Stock”)), and (C) (x) certain Nerdy warrants to purchase OpCo Units at an exercise price of $11.50 (the “OpCo Warrants”) or (y) certain Company warrants to purchase shares of Class A Common Stock at an exercise price of $11.50 (“Pace Warrants”) and (ii) each holder of unit appreciation rights under the Nerdy 2016 U.S. Unit Appreciation Rights Plan and the 2016 Canadian Unit Appreciation Rights Plan will exchange all such unit appreciation rights for either (1) corresponding stock appreciation rights in the Company or (2) certain cash consideration. The holders of Nerdy common units (other than the Blockers) will also receive the rights set forth in the Tax Receivable Agreement (as defined below). (c) (i) Immediately following the Merger, Blocker Merger Sub I will merge with and into TCV Blocker, with TCV Blocker surviving such merger, and (ii) immediately thereafter, Blocker Merger Sub II will merge with and into Learn Blocker, with Learn Blocker surviving such merger (such mergers in clauses (i) and (ii), each a “Reverse Blocker Merger” and, together, the “Reverse Blocker Mergers”), and (iv) immediately following the Reverse Blocker Mergers, each surviving Blocker will merge with and into the Company (one after another) (each a “Direct Blocker Merger” and, together, the “Direct Blocker Mergers” and, together with the Reverse Blocker Mergers, the “Blocker Mergers”), with the Company surviving each Direct Blocker Merger. Each holder of equity interests in the Blockers will exchange such equity interests in the Reverse Blocker Mergers for (A) certain cash consideration, (B) certain shares of Class A Common Stock and (C) certain Pace Warrants. (d) Immediately following the Blocker Mergers and in connection with the Closing, the Company will contribute all of its assets (other than the OpCo Units it then holds) to Nerdy in exchange for a number of additional OpCo Units and a number of OpCo Warrants, such that the Company will hold a number of OpCo Units equal to the total number of shares of Class A Common Stock and a number of OpCo Warrants equal to the total number of Pace Warrants, in each case, issued and outstanding immediately after giving effect to the Proposed Business Combination. The aggregate consideration to be paid to the holders of Nerdy equity (including the owners of the Blockers with respect to their indirect interest in the Nerdy equity) is based on an enterprise value of $1,250,000,000 (subject to certain debt related adjustments) and shall consist of (i) an amount of cash equal to the excess of the amount of available cash over $250,000,000 (but not to exceed $388,200,000), plus plus plus Following the Closing, the combined company will be organized in an “Up-C” In addition to the consideration described above, the existing holders of Nerdy equity will be issued an aggregate of 4 million additional issued (i) shares Class A Common Stock or (ii) OpCo Units (and a corresponding number of Class B Common Stock), as applicable, in earn-out Under the Business Combination Agreement, the obligations of the parties to consummate the transactions contemplated thereby are subject to a number of closing conditions, including the Company obtaining the requisite approval of its shareholders and the holders of Nerdy membership interests, which the Company expects to seek at an extraordinary general meeting of the Company in the second quarter of 2021. The Business Combination Agreement may be terminated at any time prior to the closing of the Proposed Business Combination by mutual written consent of the Company and Nerdy and, among other things, if the Proposed Business Combination has not occurred prior to the date that is 180 days after the date of the Business Combination Agreement. As such, the closing of the Proposed Business Combination cannot be assured. Concurrently with the execution of the Business Combination Agreement, the Company entered into the following agreements: • Transaction Support Agreements, pursuant to which the Nerdy equity holders agreed to, among other things, vote in favor of the Business Combination Agreement and the Proposed Business Combination and to be bound by certain other covenants and agreements related to the Proposed Business Combination; • A Stockholders Agreement, pursuant to which certain unit holders in Nerdy and our Sponsor were provided with certain governance and board nomination rights; • Subscription Agreements with certain qualified institutional buyers and accredited investors (collectively, the “Investors”), pursuant to which, among other things, the Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell to the Investors, an aggregate of 15,000,000 newly issued shares of Class A Common Stock in connection with the closing of the Proposed Business Combination for aggregate gross proceeds of $150,000,000 (the “Pipe Financing”); and A Waiver Agreement with each holder of Founder Shares, including the Sponsor, pursuant to which such holders agreed to waive their right to receive certain shares of Class A Common Stock in connection with a conversion adjustment applicable to the Pipe Financing and other issuances of securities in excess of 15,000,000 shares under the forward purchase agreements. Such holders also agreed (i) to forfeit (a) 2,000,000 shares, (b) certain shares of Class A Common Stock in connection with the consummation of issuances pursuant to the forward purchase agreements of any shares in excess of an aggregate 15,000,000 shares and (c) 2,444,444 warrants, and (ii) to subject 4,000,000 shares of Class A Common Stock following the closing to potential forfeiture if certain stock price thresholds are not achieved within a period of five years from the Closing Date, consistent with the forfeiture thresholds for the Nerdy Earnout. Other than as specifically discussed herein, this annual report on Form 10-K On February 3, 2021, the Sponsor signed a commitment letter in which it committed to lending funds, if needed, to the Company to timely satisfy any of the Company’s financial obligations or debt service requirements through April 1, 2022, and further to defer any required repayment of existing loans, or any loans made during the year ended December 31, 2021 or the quarter ended March 31, 2022, until after April 1, 2022. On March 29, 2021, the Sponsor received a promissory note from the Company for borrowings of up to $7,000,000. The promissory note does not bear interest, and any borrowings made are due on the earlier of March 29, 2022 or the consummation of a Business Combination, except in the event of a default, as defined in the promissory note agreement, at which point any outstanding borrowings become due immediately. On March 29, 2021, the Company borrowed $2,000,000 under the promissory note. On May 12, 2021, the Sponsor signed a commitment letter in which it committed to lending funds, if needed, to the Company to timely satisfy any of the Company’s financial obligations or debt service requirements through August 31, 2022, and further to defer any required repayment of existing loans, or any loans made through August 31, 2022, until after August 31, 2022. Other than the foregoing, management has performed an evaluation of subsequent events through the date the financial statements were issued, noting no items which require adjustment or disclosure . |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements comprise the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions among the Company and its consolidated subsidiaries have been eliminated. | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities; the disclosure of contingent liabilities at the date of the financial statements; and the reported amounts of revenues and expenses during the reporting periods. Significant estimates, assumptions, and judgments are used for, but not limited to: revenue recognition, stock-based compensation expense, useful lives assigned to long-lived assets and definite-lived intangibles for depreciation and amortization, impairment of goodwill, long-lived assets and definite-lived intangible assets, the valuation of acquired intangible assets, internal-use | |
Business Combinations | Business Combinations The Company accounts for business combinations in accordance with ASC Topic 805, Business Combinations the tangible assets acquired, liabilities assumed, and intangible assets acquired through a business combination based on their estimated fair values. The excess of fair value of purchase consideration over the fair values of these identifiable assets acquired and liabilities assumed is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and, as a result, actual results may differ from estimates. During the measurement period, which does not exceed one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. | |
Segment Information | Segment Information The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the chief operating decision maker (“CODM”) which is the Company’s chief executive officer in determining how to allocate resources and assess performance. The Company’s CODM evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis. Since the Company operates in one operating segment, all required financial segment information can be found in the consolidated financial statements. Substantially all of the Company’s net assets and operations are located within the United States. | |
Fair Value Measurement | Fair Value The Company holds certain items that are required to be disclosed at fair value, primarily debt instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A three-level hierarchy is followed for disclosure to show the extent and level of judgment used to estimate fair value measurements: Level 1—Inputs used to measure fair value are unadjusted quoted prices that are available in active markets for the identical assets or liabilities as of the reporting date. Level 2—Inputs used to measure fair value, other than quoted prices included in Level 1, are either directly or indirectly observable as of the reporting date through correlation with market data, including quoted prices for similar assets and liabilities in active markets and quoted prices in markets that are not active. Level 2 also includes assets and liabilities that are valued using models or other pricing methodologies that do not require significant judgment since the input assumptions used in the models, such as interest rates and volatility factors, are corroborated by readily observable data from actively quoted markets for substantially the full term of the financial instrument. Level 3—Inputs used to measure fair value are unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions . Fair values for debt are based on published forward interest rate curves for similar liabilities and are categorized as Level 2 measurements. As of December 31, 2020, and 2019, the fair values of the Company’s borrowings under its Loan and Security Agreement (“LSA”) and its Promissory note approximate their carrying value. The Company’s financial assets and liabilities also include cash and cash equivalents, restricted cash, receivables, and accounts payable for which the carrying value approximates fair value due to their short maturities (less than 12 months). Certain assets and liabilities, including long-lived assets and goodwill, are measured at fair value on a non-recurring basis. | |
Foreign Currency Translation | Foreign Currency Translation The Company operates a single | |
Revenue Recognition and Deferred Revenue | Revenue Recognition and Deferred Revenue In conjunction with the adoption of Topic 606 “Revenue from Contracts with Customers,” on January 1, 2019, the policy for recognizing revenue was updated. See Note 6 for a summary of the Company’s updated policy under Topic 606. Prior to the adoption of Topic 606, the Company’s revenue recognition policy was as follows: when cash for services was collected in advance from Learners, who are the Company’s customers, the Company recorded the associated amounts to deferred revenue until services were provided to the Learner. Revenue was recognized when services were provided to Learners and learning services were consumed. Advanced payments for services were recognized in revenue when the related services were used, or deposits were forfeited in accordance with the related contractual terms. | |
Cost of Revenue | Cost of Revenue Cost of revenue includes the cost of Experts, who provide services to Learners on the Company’s behalf, performing instruction, amortization of capitalized technology costs, and other costs required to deliver services to Learners. Costs of Experts are recognized as services are provided to Learners. | |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash on hand and investments with original maturities of three months or less. Our cash and cash equivalents, which consist of cash and certificates of deposit at financial institutions, are stated at cost, and approximate fair value. The Company maintains bank accounts in the United States, which, at times may exceed the federally insured limits; and in the United Kingdom. As of December 31, 2020, and 2019, the Company had cash located in foreign banks totaling approximately $1.5 million and $1.6 million, respectively. | |
Restricted Cash | Restricted Cash We classify certain restricted cash balances within other current assets and other assets in the accompanying Consolidated Balance Sheets. Restricted cash consists of cash collateralized letters of credit in support of our corporate office leases. As of December 31, 2020, and 2019, the Company had $1.4 million and $2.9 million in restricted cash, respectively. See Note 5 for additional | |
Accounts Receivable, Net | Accounts Receivable, Net The Company’s accounts receivables relate to sales of services which have not been collected and contractual amounts due to the Company. | |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts | |
Prepaid Expenses | Prepaid Expenses Prepaid expenses are stated at historical cost, net of any related amortization, and consist of amounts paid in advance for insurance, rent, advertising and other operating costs which are of continuing benefit to the Company. As of December 31, 2020, and 2019, the Company had approximately $0.6 million and $1.5 million, respectively, of prepaid expenses recorded in “Other current assets” in the accompanying Consolidated Balance Sheets. | |
Fixed Assets, Net | Fixed Assets, Net Expenditures for fixed assets are capitalized and primarily include costs related to software developed or acquired for internal use and purchases of furniture and equipment. Maintenance, repairs, and minor renewals are expensed as incurred. Depreciation of fixed assets other than capitalized internal use software costs is calculated on a straight-line basis over estimated useful lives of one The Company capitalizes certain costs associated with software developed or obtained for internal use and website and application development. The Company capitalizes development stage internal and external costs. These costs are capitalized when management has authorized and committed project funding and it is probable that the project will be completed, and the software will be used as intended. Once the software is ready for its intended use it is placed into service and such costs are amortized on a straight-line basis within “Cost of revenue”, generally over a four year estimated useful life of the related asset. Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized and amortized over the estimated useful life of the upgrades. The carrying value of fixed assets is assessed whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. No impairments were recorded for the years ended December 31, 2020, 2019, and 2018. | |
Goodwill | Goodwill Goodwill relates to the acquired assets of Veritas LLC (“Veritas”) through our subsidiary Veritas Prep LLC (“Veritas Prep”) in 2018. Goodwill represents the excess of the fair value of purchase consideration paid over the estimated fair value of assets acquired and liabilities assumed in a business combination. Goodwill and intangible assets acquired are recorded at fair market value under the acquisition method of accounting as of the acquisition date. The Company conducts a goodwill impairment qualitative assessment for its single reporting unit during the fourth quarter of each fiscal year following the annual forecasting process, or more frequently if facts an d circumstances indicate that goodwill may be impaired. The goodwill impairment qualitative assessment requires an analysis to determine if it is more likely than not that the fair value of the reporting unit is less than the carrying amount. If adverse qualitative trends are identified that could negatively impact the fair value of the reporting unit to the extent that it is more likely than not that the fair value of the reporting unit is below carrying value, a quantitative goodwill impairment test would be performed. Our qualitative assessment requires management to make judgments surrounding macroeconomic, industry, and market factors as well as the overall condition and performance of the Company and other relevant entity-specific events. For the years ended December 31, 2020, 2019, and 2018, the Company concluded that there were no significant adverse trends that made it more likely than not that the Company’s fair value of the reporting unit was below carrying value. impairments of goodwill were recorded for the years ended December 31, 2020, 2019, and 2018. As of December 31, 2020 and 2019, the Company had goodwill of $ million . | |
Definite-lived Intangible Assets | Definite-lived Intangible Assets Definite-lived intangible assets are definite-lived trade names. Intangible assets acquired are recorded at fair market value under the acquisition method of accounting as of the acquisition date. The carrying value of definite-lived intangible assets is assessed whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. No impairments of definite-lived intangible assets were recorded for the years ended December 31, 2020, 2019, and 2018. As of December 31, 2020 and 2019, the Company had intangible assets, net of accumulated amortization, of $8.5 million, and $9.5 million, respectively. | |
Stock-based Compensation | Stock-based Compensation The Company recognizes the cost of services received in exchange for awards of equity instruments based on the grant-date fair value of equity awards. That cost is recognized over the period during which the service provider is required to provide service in exchange for the award over the requisite service period. Any forfeitures of stock-based compensation are recorded as they occur. See Note 11 for further information on the Company’s stock-based compensation accounting policy. | |
Marketing Expense | Marketing Expense Marketing expenses primarily include media costs, including television, radio, podcasts, paid social, paid search and other paid channels. Costs associated with the delivery of our Large Group Classes, including celebrity-led | |
Income Taxes | Income Taxes Nerdy is an LLC taxed as a partnership. As such, its income and losses are allocated to its members. | |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs are presented in the Consolidated Balance Sheets as a direct deduction from the carrying value of debt. Debt issuance costs are amortized over the term of the related debt instrument using the effective-interest method. Amortization of debt issuance costs are recorded as “Interest expense” in the Consolidated Statements of Operations. | |
Derivative Liabilities | Derivative Liabilities The Company evaluated the Warrants (as defined below in Note 4) and Private Placement Warrants (as defined below in Note 5) (collectively, “Warrant Securities”), and the Forward Purchase Agreements and Additional Forward Purchase Agreements (as defined below in Note 5, and collectively, “FPAs”) in accordance with ASC 815-40, Key ranges of inputs for the valuation models used to calculate the fair value of the Warrant Securities and FPAs were as follows, Inception December 31, Implied volatility 20% - 25% 22% Risk-free interest rate 0.13% - 0.40% 0.10% - 0.43% Instrument exercise price for one Class A ordinary share $ 11.50 $ 11.50 Expected term 5.5 years 5.5 years | |
Stock Compensation Expense | Stock-Based Compensation Expense The Company accounts for stock-based compensation expense in accordance with ASC 718, Compensation – Stock Compensation (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. The fair value of equity awards has been estimated using a market approach. Forfeitures are recognized as incurred. Compensation expense related to the Founders Shares (as defined below in Note 6) is recognized only when the performance condition is probable of occurrence. As of December 31, 2020, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest multiplied times the latest modification date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares. | |
TPG Pace Tech Opportunities Corp [Member] | ||
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Fair Value Measurement | Fair Value Measurement ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I measurements) and the lowest priority to unobservable inputs (Level III measurements). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under ASC 820 are as follows: Level I—Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. Level II—Pricing inputs are other than quoted prices included within Level I that are observable for the investment, either directly or indirectly. Level II pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level III—Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation. In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers | Fair Value Measurement ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I measurements) and the lowest priority to unobservable inputs (Level III measurements). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under ASC 820 are as follows: Level I—Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. Level II—Pricing inputs are other than quoted prices included within Level I that are observable for the investment, either directly or indirectly. Level II pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level III—Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation. In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment. |
Income Taxes | Income Taxes Under ASC 740, “Income Taxes,” deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period of the enactment date. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with federal income tax regulations, income taxes are not levied on the Company, but rather on the individual owners. United States (“U.S.”) taxation would occur on the individual owners if certain tax elections are made by U.S. owners and the Company were treated as a passive foreign investment company. Additionally, U.S. taxation could occur to the Company itself if the Company is engaged in a U.S. trade or business. The Company is not expected to be treated as engaged in a U.S. trade or business at this time. | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the Company’s financial position at June 30, 2021 and December 31, 2020, and the results of operations and cash flows for the periods presented. | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the Company’s financial position at December 31, 2020 and 2019, and the results of operations and cash flows for the periods presented. |
Emerging Growth Company | Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities and Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition to non-emerging growth | Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities and Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition to non-emerging growth |
Cash | Cash Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have any cash equivalents as of June 30, 2021 or December 31, 2020. | Cash Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have cash equivalents at December 31, 2020. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet due to their short-term nature. | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet owing to their short-term nature. |
Derivative Liabilities | Derivative Liabilities The Company evaluated the Warrants (as defined below in Note 5) and Private Placement Warrants (as defined below in Note 5) (collectively, “Warrant Securities”), and the Forward Purchase Agreements and Additional Forward Purchase Agreements (as defined below in Note 5, and collectively, “FPAs”) in accordance with ASC 815-40, Key inputs ranges of inputs for the valuation models used to calculate the fair value of the Warrant Securities and FPAs were as follows, June 30, December 31, Implied volatility 45 % 22 % Risk-free interest rate 0.05 % 0.10% - 0.43 % Instrument exercise price for one Class A ordinary share $ 11.50 $ 11.50 Expected term 0.08 years 5.5 years | |
Redeemable Ordinary Shares | Redeemable Ordinary Shares All of the 45,000,000 Class A ordinary shares sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in | Redeemable Ordinary Shares All of the 45,000,000 Class A ordinary shares sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in |
Offering Costs | Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 | Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 |
Stock Compensation Expense | Stock Compensation Expense The Company accounts for stock-based compensation expense in accordance with ASC 718, Compensation—Stock Compensation (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. The fair value of equity awards has been estimated using a market approach. Forfeitures are recognized as incurred. Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence. As of June 30, 2021, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest multiplied times the latest modification date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares. | |
Net (Loss) Income per Ordinary Share | Net (Loss) Income per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted average number of ordinary shares outstanding during the period as calculated using the treasury stock method. At June 30, 2021, the Company had outstanding warrants and forward purchase contracts to purchase up to 36,333,333 Class A ordinary shares. The weighted average of these shares was excluded from the calculation of diluted net (loss) income per ordinary share since the exercise of the warrants and forward purchase contracts is contingent upon the occurrence of future events. At June 30, 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company under the treasury stock method. As a result, diluted net (loss) income per ordinary share is the same as basic net (loss) income per ordinary share for the three and six months ended June 30, 2021 and 2020, respectively. As of June 30, 2021, the Company has two classes of ordinary shares, Class A ordinary shares and Class F ordinary shares. As of June 30, 2020, the Company only For the Three Months Ended For the Six Months Ended Class A Class F Class A Class F Basic and diluted net (loss) income per ordinary share: Numerator: Allocation of net (loss) income $ (7,348,914 ) $ (1,837,228 ) $ 15,316,014 $ 3,829,003 Denominator: Weighted average ordinary shares outstanding: 45,000,000 11,250,000 45,000,000 11,250,000 Basic and diluted net (loss) income per ordinary share $ (0.16 ) $ (0.16 ) $ 0.34 $ 0.34 | Net Loss per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period as calculated using the treasury stock method. At December 31, 2020, the Company had outstanding warrants and forward purchase contracts to purchase up to 36,333,333 Class A ordinary shares. The weighted average of these shares was excluded from the calculation of diluted net income per ordinary share since the exercise of the warrants and forward purchase contracts is contingent upon the occurrence of future events. At December 31, 2020 and 2019, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company under the treasury stock method. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the years ended December 31, 2020 and 2019, respectively. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Summary of Computation of Basic and Diluted Earnings Per Unit | The following table sets forth the computation of basic and diluted earnings per unit ( in thousands, except per unit amounts Three Months Ended Six months ended 2021 2020 2021 2020 Basic and diluted earnings per unit: Net loss $ (336 ) $ (4,101 ) $ (6,062 ) $ (12,099 ) Undeclared dividends on nonredeemable preferred units (145 ) (145 ) (290 ) (290 ) (481 ) (4,246 ) (6,352 ) (12,389 ) Weighted average common units outstanding: 85,565 85,565 85,565 85,565 Basic and diluted earnings per unit $ (0.01 ) $ (0.05 ) $ (0.07 ) $ (0.14 ) | The following table sets forth the computation of basic and diluted earnings per unit (in thousands, except per unit amounts). Year Ended December 31, 2020 2019 2018 Basic and diluted earnings per unit: Net loss $ (24,663 ) $ (22,439 ) $ (25,377 ) Undeclared dividends on nonredeemable preferred units (578 ) (578 ) (578 ) Redeemable Preferred Unit accretion (219,257 ) — — (244,498 ) (23,017 ) (25,955 ) Weighted average common units outstanding: 85,564,605 85,564,605 85,564,605 Basic and diluted earnings per unit $ (2.86 ) $ (0.27 ) $ (0.30 ) |
TPG Pace Tech Opportunities Corp [Member] | ||
Summary of valuation models used to calculate fair value of warrant securities and FPAs | Key inputs ranges of inputs for the valuation models used to calculate the fair value of the Warrant Securities and FPAs were as follows, June 30, December 31, Implied volatility 45 % 22 % Risk-free interest rate 0.05 % 0.10% - 0.43 % Instrument exercise price for one Class A ordinary share $ 11.50 $ 11.50 Expected term 0.08 years 5.5 years | Key ranges of inputs for the valuation models used to calculate the fair value of the Warrant Securities and FPAs were as follows, Inception December 31, Implied volatility 20% - 25% 22% Risk-free interest rate 0.13% - 0.40% 0.10% - 0.43% Instrument exercise price for one Class A ordinary share $ 11.50 $ 11.50 Expected term 5.5 years 5.5 years |
Summary of Computation of Basic and Diluted Earnings Per Unit | As of June 30, 2021, the Company has two classes of ordinary shares, Class A ordinary shares and Class F ordinary shares. As of June 30, 2020, the Company only For the Three Months Ended For the Six Months Ended Class A Class F Class A Class F Basic and diluted net (loss) income per ordinary share: Numerator: Allocation of net (loss) income $ (7,348,914 ) $ (1,837,228 ) $ 15,316,014 $ 3,829,003 Denominator: Weighted average ordinary shares outstanding: 45,000,000 11,250,000 45,000,000 11,250,000 Basic and diluted net (loss) income per ordinary share $ (0.16 ) $ (0.16 ) $ 0.34 $ 0.34 |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
TPG Pace Tech Opportunities Corp [Member] | |
Summary of Effect of the Restatement on Financial Statement Line Items | The following table summarizes the effect of the restatement on each financial statement line items as of December 31, 2020, or for the year ended December 31, 2020, as indicated: December 31, 2020 As Previously Adjustments As Restated Balance Sheet: Derivative liabilities $ — $ 59,536,667 $ 59,536,667 Total current liabilities 533,908 59,536,667 60,070,575 Total liabilities 16,283,908 59,536,667 75,820,575 Redeemable Equity 429,534,010 20,471,927 450,005,937 Class A ordinary shares 205 (205 ) — Additional paid-in 5,644,534 (5,644,534 ) — Accumulated deficit (645,860 ) (74,363,855 ) (75,009,715 ) Total shareholders’ (deficit) equity 5,000,004 (80,008,594 ) (75,008,590 ) For the Year Ended December 31, 2020 As Previously Adjustments As Restated Statement of Operations: Professional fees, offering costs and other expenses $ 643,303 $ 752,751 $ 1,396,054 Change in fair value of derivatives — 31,926,667 31,926,667 Loss from operations (643,303 ) (32,679,418 ) (33,322,721 ) Net loss attributable to ordinary shares (637,366 ) (32,679,418 ) (33,316,784 ) Basic and diluted net loss per Class A ordinary share — (2.58 ) (2.58 ) Basic and diluted net loss per Class F ordinary share — (0.37 ) (0.37 ) Statement of Cash Flows: Net loss attributable to ordinary shares $ (637,366 ) $ (32,679,418 ) $ (33,316,784 ) Change in accrued professional fees and other expenses 440,322 752,751 1,193,073 Change in fair value of derivatives — 31,926,667 31,926,667 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) - TPG Pace Tech Opportunities Corp [Member] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Schedule of Derivative Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s derivative liabilities that are measured at fair value on a recurring basis as of June 30, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. As of June 30, 2021 Level 1 Level 2 Level 3 Total Liabilities: Warrants $ 15,750,000 $ — $ — $ 15,750,000 Private Placement Warrants — 12,833,333 — 12,833,333 Forward purchase agreements (FPAs) — — 6,190,000 6,190,000 Total $ 15,750,000 $ 12,833,333 $ 6,190,000 $ 34,773,333 As of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities: Warrants $ 19,350,000 $ — $ — $ 19,350,000 Private Placement Warrants — 15,766,667 — 15,766,667 Forward purchase agreements (FPAs) — — 24,420,000 24,420,000 Total $ 19,350,000 $ 15,766,667 $ 24,420,000 $ 59,536,667 | The following table presents information about the Company’s derivative liabilities that are measured at fair value on a recurring basis as of December 31, 2020 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Level 1 Level 2 Level 3 Total Liabilities: Warrants $ 19,350,000 $ — $ — $ 19,350,000 Private Placement Warrants — 15,766,667 — 15,766,667 Forward purchase agreements (FPAs) — — 24,420,000 24,420,000 Total $ 19,350,000 $ 15,766,667 $ 24,420,000 $ 59,536,667 |
Schedule of Changes in Fair Value of Derivative Liabilities | The following table presents the changes in the fair value of the Company’s derivative liabilities that are measured at fair value for the three and six months ended June 30, 2021. The Company did not hold any derivative liabilities measured at fair value as of or for the three and six months ended June 30, 2020. Warrants Private Forward Total Liabilities: Fair value at March 31, 2021 $ 12,150,000 $ 9,900,000 $ 4,670,000 $ 26,720,000 Change in fair value 3,600,000 2,933,333 1,520,000 8,053,333 Fair value at June 30, 2021 $ 15,750,000 $ 12,833,333 $ 6,190,000 $ 34,773,333 Warrants Private Forward Total Liabilities: Fair value at December 31, 2020 $ 19,350,000 $ 15,766,667 $ 24,420,000 $ 59,536,667 Change in fair value (3,600,000 ) (2,933,334 ) (18,230,000 ) (24,763,334 ) Fair value at June 30, 2021 $ 15,750,000 $ 12,833,333 $ 6,190,000 $ 34,773,333 | The following table presents the changes in the fair value of the Company’s derivative liabilities that are measured at fair value for the year ended December 31, 2020. Warrants Private Forward Total Liabilities: Fair value when issued (October 2020) $ 13,500,000 $ 11,000,000 $ 3,110,000 $ 27,610,000 Change in fair value 5,850,000 4,766,667 21,310,000 31,926,667 Fair value at December 31, 2020 $ 19,350,000 $ 15,766,667 $ 24,420,000 $ 59,536,667 |
Schedule of Changes in Fair Value of Financial Instruments Using Level 3 Inputs | The following tables summarize the changes in the fair value of financial instruments for which the Company has used Level 3 inputs to determine fair value for the three and six months ended June 30, 2021. The Company did not hold any Level 3 financial instruments as of or for the three and six months ended June 30, 2020. Forward Total Liabilities: Fair value at March 31, 2021 $ 4,670,000 $ 4,670,000 Change in fair value 1,520,000 1,520,000 Fair value at June 30, 2021 $ 6,190,000 $ 6,190,000 Forward Total Liabilities: Fair value at December 31, 2020 $ 24,420,000 $ 24,420,000 Change in fair value (18,230,000 ) (18,230,000 ) Fair value at June 30, 2021 $ 6,190,000 $ 6,190,000 | The following tables summarize the changes in the fair value of financial instruments for which the Company has used Level 3 inputs to determine fair value (in thousands): Warrants Private Forward Total Liabilities: Fair value when issued (October 2020) $ 13,500,000 $ 11,000,000 $ 3,110,000 $ 27,610,000 Change in fair value — — 21,310,000 21,310,000 Transfers (13,500,000 ) (11,000,000 ) — (24,500,000 ) Total $ — $ — $ 24,420,000 $ 24,420,000 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of Total Allocation of Purchase Consideration Recorded in Balance Sheet as of Acquisition Date | The following table presents the final total allocation of purchase consideration recorded in the Company’s Consolidated Balance Sheets as of the acquisition date (in thousands) Purchase price $ 10,000 Allocation of purchase price: Other current assets 297 Fixed assets 16 Intangible assets 4,299 Other assets 152 Total assets 4,764 Accounts payable and accrued expenses 481 Net assets required 4,283 Goodwill $ 5,717 |
Cash, cash equivalents, and r_2
Cash, cash equivalents, and restricted cash (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||
Schedule of Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the unaudited Condensed Consolidated Balance Sheets to the unaudited Condensed Consolidated Statements of Cash Flows ( in thousands June 30, December 31, Cash and cash equivalents $ 14,718 $ 29,265 Restricted cash included in Other current assets 270 270 Restricted cash included in Other assets 1,147 1,147 Total Cash, Cash Equivalents, and Restricted Cash shown in the Condensed Consolidated Statements of Cash Flows $ 16,135 $ 30,682 | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Consolidated Balance Sheets to the Consolidated Statements of Cash Flows. December 31 2020 2019 2018 Cash and cash equivalents $ 29,265 $ 25,044 $ 23,278 Restricted cash included in Other current assets 270 412 — Restricted cash included in Other assets 1,147 2,440 2,877 Total Cash, Cash Equivalents and Restricted Cash shown in the Consolidated Statements of Cash Flows $ 30,682 $ 27,896 $ 26,155 |
Revenues (Tables)
Revenues (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Schedule of Company's Revenues By Service Category | The following table presents the Company’s revenues by service category ( in thousands Three Months Ended Six Months Ended 2021 2020 2021 2020 Online $ 32,786 $ 20,718 $ 67,351 $ 38,037 In-person — 852 — 6,528 Revenue $ 32,786 $ 21,570 $ 67,351 $ 44,565 | The following table presents the Company’s revenues by service category (in thousands): Year Ended December 31, 2020 2019 2018 Online $ 97,440 $ 64,378 $ 41,860 In-person 6,528 26,074 30,178 Revenue $ 103,968 $ 90,452 $ 72,038 |
Schedule of Accounts Receivable, Net and Deferred Revenue | The following table presents our “Accounts receivable, net”, and “Deferred revenue” balances ( in thousands June 30, December 31, Accounts receivable, net $ 1,442 $ 475 Deferred revenue $ 17,695 $ 17,270 | The following table presents our “Accounts receivable, net”, and “Deferred revenue” balances (in thousands): December 31, 2020 2019 Accounts receivable, net $ 475 $ 758 Deferred revenue $ 17,270 $ 14,723 |
Fixed Assets, Net (Tables)
Fixed Assets, Net (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Summary of Fixed Assets, Net | Fixed assets, net, as of June 30, 2021 and December 31, 2020, consisted of the following ( in thousands June 30, December 31, Fixed assets $ 24,994 $ 22,838 Accumulated depreciation (15,130 ) (12,541 ) Fixed assets, net $ 9,864 $ 10,297 | Fixed assets, net, as of December 31, 2020, and 2019, consisted of the following (in thousands): December 31, 2020 2019 Capitalized internal use software $ 17,906 $ 15,077 Office equipment 1,702 1,978 Leasehold improvements 1,489 1,677 Furniture & fixtures 941 1,502 Other assets 800 800 Fixed assets 22,838 21,034 Less: accumulated depreciation and amortization (12,541 ) (8,156 ) Fixed assets, net $ 10,297 $ 12,878 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Summary of Definite Lived Intangible Assets Net | Intangible Assets, net as of June 30, 2021 and December 31, 2020, consist of the following ( in thousands June 30, 2021 Carrying Accumulated Net Trade names $ 10,372 $ (2,669 ) $ 7,703 Foreign currency translation adjustment 341 (9 ) 332 Intangible Assets, Net $ 10,713 $ (2,678 ) $ 8,035 December 31, 2020 Carrying Accumulated Net Trade names $ 10,372 $ (2,099 ) $ 8,273 Foreign currency translation adjustment 295 (34 ) $ 261 Intangible Assets, Net $ 10,667 $ (2,133 ) $ 8,534 | Trade-names as of December 31, 2020, and 2019, consist of the following (in thousands) December 31, 2020 Carrying Accumulated Net Trade names $ 10,372 $ (2,099 ) $ 8,273 Foreign currency translation adjustment 295 (34 ) 261 Intangible Assets, Net $ 10,667 $ (2,133 ) $ 8,534 December 31, 2019 Carrying Accumulated Net Trade names $ 10,372 $ (1,053 ) $ 9,319 Foreign currency translation adjustment 162 — 162 Intangible Assets, Net $ 10,534 $ (1,053 ) $ 9,481 |
Schedule of Estimated Future Amortization Expense Related to Trade Names | The estimated future amortization expense related to our trade-names is as follows (in thousands) 2021 $ 1,046 2022 1,046 2023 1,046 2024 1,046 2025 1,046 Thereafter 3,304 Total $ 8,534 |
Definite-Lived Intangible Ass_2
Definite-Lived Intangible Assets, Net (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Summary of Definite Lived Intangible Assets Net | Intangible Assets, net as of June 30, 2021 and December 31, 2020, consist of the following ( in thousands June 30, 2021 Carrying Accumulated Net Trade names $ 10,372 $ (2,669 ) $ 7,703 Foreign currency translation adjustment 341 (9 ) 332 Intangible Assets, Net $ 10,713 $ (2,678 ) $ 8,035 December 31, 2020 Carrying Accumulated Net Trade names $ 10,372 $ (2,099 ) $ 8,273 Foreign currency translation adjustment 295 (34 ) $ 261 Intangible Assets, Net $ 10,667 $ (2,133 ) $ 8,534 | Trade-names as of December 31, 2020, and 2019, consist of the following (in thousands) December 31, 2020 Carrying Accumulated Net Trade names $ 10,372 $ (2,099 ) $ 8,273 Foreign currency translation adjustment 295 (34 ) 261 Intangible Assets, Net $ 10,667 $ (2,133 ) $ 8,534 December 31, 2019 Carrying Accumulated Net Trade names $ 10,372 $ (1,053 ) $ 9,319 Foreign currency translation adjustment 162 — 162 Intangible Assets, Net $ 10,534 $ (1,053 ) $ 9,481 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Other Liabilities Disclosure [Abstract] | ||
Summary of Other Current Liabilities | A in thousands June 30, December 31, Accrued payroll $ 1,351 $ 742 Accrued CARES Act FICA deferral 589 589 Accrued professional services 489 1,037 Accrued sublease liability 335 688 Other 3,363 3,034 Total $ 6,127 $ 6,090 | As of December 31, 2020, and 2019, other current liabilities consisted of the following (in thousands) December 31, 2020 2019 Accrued professional services $ 1,037 $ 123 Accrued payroll 742 771 Accrued sublease liability 688 — Accrued CARES Act FICA deferral 589 — Other 3,034 3,130 Total $ 6,090 $ 4,024 |
Debt (Tables)
Debt (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Summary of Long-term Debt Instruments | The Company’s total indebtedness as of June 30, 2021, and December 31, 2020, consisted of the following ( in thousands June 30, December 31, Loan and security agreement $ 39,000 $ 39,000 Promissory note — 8,293 Paid-in-kind 392 283 End of term charge 548 399 Less: Debt issuance costs, net (320 ) (396 ) Total debt $ 39,620 $ 47,579 Less: current maturities of long-term debt — 6,535 Total long-term debt $ 39,620 $ 41,044 | The Company’s total indebtedness as of December 31, 2020, and 2019, consisted of the following (in thousands) December 31, 2020 2019 Loan and security agreement $ 39,000 $ 35,000 Promissory note 8,293 — Paid-in-kind 283 69 End of term charge 399 109 Less: Debt issuance costs, net (396 ) (549 ) Total debt $ 47,579 $ 34,629 Less: current maturities of long-term debt 6,535 — Total long-term debt $ 41,044 $ 34,629 |
Members' Equity (Tables)
Members' Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Members' Equity [Abstract] | |
Summary of Share-based Compensation Arrangements by Share-based Payment Award | The following tables summarize PIU activity: Number of Weighted Average Fair Non-vested 6,827,138 $ 0.22 Granted 11,414,684 0.45 Vested (2,942,987 ) 0.22 Settled (402,284 ) 0.23 Forfeited (477,250 ) 0.34 Non-vested 14,419,301 $ 0.40 Granted 6,354,248 0.59 Vested (4,604,155 ) 0.34 Forfeited (3,864,945 ) 0.46 Non-vested 12,304,449 $ 0.50 Granted 2,280,244 0.83 Vested (4,071,402 ) 0.50 Forfeited — — Non-vested 10,513,291 $ 0.57 |
Earnings per Unit (Tables)
Earnings per Unit (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Summary of Computation of Basic and Diluted Earnings Per Unit | The following table sets forth the computation of basic and diluted earnings per unit ( in thousands, except per unit amounts Three Months Ended Six months ended 2021 2020 2021 2020 Basic and diluted earnings per unit: Net loss $ (336 ) $ (4,101 ) $ (6,062 ) $ (12,099 ) Undeclared dividends on nonredeemable preferred units (145 ) (145 ) (290 ) (290 ) (481 ) (4,246 ) (6,352 ) (12,389 ) Weighted average common units outstanding: 85,565 85,565 85,565 85,565 Basic and diluted earnings per unit $ (0.01 ) $ (0.05 ) $ (0.07 ) $ (0.14 ) | The following table sets forth the computation of basic and diluted earnings per unit (in thousands, except per unit amounts). Year Ended December 31, 2020 2019 2018 Basic and diluted earnings per unit: Net loss $ (24,663 ) $ (22,439 ) $ (25,377 ) Undeclared dividends on nonredeemable preferred units (578 ) (578 ) (578 ) Redeemable Preferred Unit accretion (219,257 ) — — (244,498 ) (23,017 ) (25,955 ) Weighted average common units outstanding: 85,564,605 85,564,605 85,564,605 Basic and diluted earnings per unit $ (2.86 ) $ (0.27 ) $ (0.30 ) |
Summary of the Securities Excluded from the Weighted-Average Units for Diluted Earnings Per Unit | The following table details the securities that have been excluded from the calculation of weighted-average units for diluted earnings per unit as they were anti-dilutive. Three Months Ended Six months ended 2021 2020 2021 2020 Anti-dilutive units: Class A preferred units 7,906,980 7,906,980 7,906,980 7,906,980 Class A-1 7,822,681 7,822,681 7,822,681 7,822,681 Class B preferred units 40,499,299 40,499,299 40,499,299 40,499,299 Class C preferred units 18,586,623 18,586,623 18,586,623 18,586,623 Profits interest units 30,732,995 30,102,751 30,732,995 30,102,751 | The following table details the securities that have been excluded from the calculation of weighted-average units for diluted earnings per unit as they were anti-dilutive. Year Ended December 31, 2020 2 019 2018 Anti-dilutive units: Class A preferred units 7,906,980 7,906,980 7,906,980 Class A-1 7,822,681 7,822,681 7,822,681 Class B preferred units 40,499,299 40,499,299 40,499,299 Class C preferred units 18,586,623 18,586,623 18,586,623 Profits interest units 30,732,995 28,452,751 25,963,448 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future minimum lease payments | Future minimum lease payments due in each of the following fiscal years under the terms of the leases are as follows (in thousands) 2021 $ 1,891 2022 1,749 2023 1,599 2024 1,250 2025 632 Thereafter — Total $ 7,121 |
Schedule of Future Sublease Income | Future sublease income in each of the following fiscal years under the terms of the subleases are as follows (in thousands) 2021 $ 588 2022 981 2023 1,000 2024 1,019 2025 516 Thereafter — Total $ 4,104 |
Organization and Description _2
Organization and Description of Business - Additional Information (Detail) | Jan. 28, 2021USD ($)$ / sharesshares | Oct. 09, 2020USD ($) | Oct. 06, 2020USD ($)$ / sharesshares | Oct. 02, 2020Director | Aug. 12, 2019USD ($)shares | Jun. 30, 2021USD ($)Year$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2020USD ($)Director$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($) |
Ordinary shares, par value | $ / shares | $ 0.000001 | $ 0.000001 | $ 0.000001 | $ 0.000001 | ||||||
Ordinary shares, issued | shares | 85,564,605 | 85,564,605 | 85,564,605 | 85,564,605 | ||||||
Business combination, cash | $ 0 | $ 0 | $ 10,000,000 | |||||||
Repayments On Loans | 300,000 | |||||||||
TPG Pace Tech Opportunities Corp [Member] | ||||||||||
Entity incorporation date | Jul. 11, 2019 | |||||||||
Gross proceeds from stock issued | $ 25,000 | $ 0 | ||||||||
Public offering closing date | Oct. 9, 2020 | |||||||||
Number of independent directors | 4 | 4 | ||||||||
Proceeds from issuance of public offering | $ 450,000,000 | 0 | $ 450,000,000 | |||||||
Payments for net of underwriting discount | $ 9,000,000 | $ 9,000,000 | ||||||||
Percentage obligation to redeem public shares | 100.00% | 100.00% | ||||||||
Remaining Proceeds Held Outside Trust Account | $ 2,000,000 | $ 2,000,000 | ||||||||
Trust account amount, price per public share | $ / shares | $ 10 | $ 10 | ||||||||
Business combination condition, description | The Company has 24 months from the Close Date to complete its Business Combination. If the Company does not complete a Business Combination within this period, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. | The Company has 24 months from the closing date of the Proposed Offering to complete its Business Combination. If the Company does not complete a Business Combination within this period, it shall (i) cease alloperations except for the purposes of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. | ||||||||
Business combination, aggregate consideration | $ 1,250,000,000 | |||||||||
Business combination, cash payments in excess of amount available | $ 250,000,000 | |||||||||
Business combination, equity consideration, per share | $ / shares | $ 10 | |||||||||
Business combination, cash | $ 265,000,000 | |||||||||
Earn-out consideration subject to forfeiture if achievement of stock price thresholds are not met within closing date | 5 years | |||||||||
Warrant holder entitled to purchase common stock percentage | 0.20% | |||||||||
Warrant holder entitled to purchase common stock per one share | 1.00% | |||||||||
Repayments On Loans | $ 300,000 | |||||||||
Proceeds from Issuance of Private Placement | 11,000,000 | $ 11,000,000 | $ 0 | $ 11,000,000 | ||||||
TPG Pace Tech Opportunities Corp [Member] | Warrant [Member] | ||||||||||
Class of warrants price | $ / shares | $ 11.50 | |||||||||
Ownership percentage | 90.00% | |||||||||
TPG Pace Tech Opportunities Corp [Member] | Warrant [Member] | TPG Pace Tech Opportunities Sponsor, Series LLC [Member] | ||||||||||
Class of warrants price | $ / shares | $ 11.50 | |||||||||
TPG Pace Tech Opportunities Corp [Member] | Member Units [Member] | ||||||||||
Ownership percentage | 60.00% | |||||||||
TPG Pace Tech Opportunities Corp [Member] | IPO [Member] | ||||||||||
Proceeds from issuance of public offering | 450,000,000 | |||||||||
Payments for net of underwriting discount | 9,000,000 | |||||||||
Newly issued shares | shares | 45,000,000 | 45,000,000 | ||||||||
Class of warrants price | $ / shares | $ 11.50 | $ 11.50 | ||||||||
Operational funds deposited in trust account | $ 2,000,000 | $ 2,000,000 | ||||||||
TPG Pace Tech Opportunities Corp [Member] | Private Placement [Member] | ||||||||||
Proceeds from issuance of warrants | $ 11,000,000 | |||||||||
TPG Pace Tech Opportunities Corp [Member] | Private Placement [Member] | TPG Pace Tech Opportunities Sponsor, Series LLC [Member] | ||||||||||
Aggregate warrants | shares | 7,333,333 | |||||||||
Class of warrants price | $ / shares | $ 1.50 | $ 1.50 | $ 1.50 | |||||||
Proceeds from issuance of warrants | $ 11,000,000 | $ 11,000,000 | $ 11,000,000 | |||||||
TPG Pace Tech Opportunities Corp [Member] | Maximum [Member] | ||||||||||
Net interest to pay dissolution expenses | $ 100,000 | $ 100,000 | ||||||||
Business combination, cash payments in excess of amount available | $ 388,200,000 | |||||||||
TPG Pace Tech Opportunities Corp [Member] | Minimum [Member] | ||||||||||
Percentage of trust account balance equal to target businesses fair market value | 80.00% | 80.00% | ||||||||
Intangible assets net of deferred underwriting commission | $ 5,000,001 | $ 5,000,001 | ||||||||
TPG Pace Tech Opportunities Corp [Member] | Waiver Agreement [Member] | ||||||||||
Shares agreed to forfeit | shares | 2,000,000 | |||||||||
Warrants agreed to forfeit | shares | 2,444,444 | |||||||||
Earn-out consideration subject to forfeiture if achievement of stock price thresholds are not met within closing date | 5 years | |||||||||
Class B Common Stock | TPG Pace Tech Opportunities Corp [Member] | ||||||||||
Ordinary shares, par value | $ / shares | $ 0.0001 | |||||||||
Class A Ordinary Shares | Maximum [Member] | ||||||||||
Aggregate warrants | shares | 36,333,333 | |||||||||
Class A Ordinary Shares | TPG Pace Tech Opportunities Corp [Member] | ||||||||||
Ordinary shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Ordinary shares, issued | shares | 0 | 0 | 0 | 0 | ||||||
Class A Ordinary Shares | TPG Pace Tech Opportunities Corp [Member] | IPO [Member] | ||||||||||
Ordinary shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||
Newly issued shares | shares | 45,000,000 | 45,000,000 | ||||||||
Class A Ordinary Shares | TPG Pace Tech Opportunities Corp [Member] | Maximum [Member] | ||||||||||
Aggregate warrants | shares | 36,333,333 | |||||||||
Class A Ordinary Shares | TPG Pace Tech Opportunities Corp [Member] | Waiver Agreement [Member] | ||||||||||
Number of shares thresholds under forward purchase agreement | shares | 15,000,000 | |||||||||
Shares agreed to forfeit if threshold not achieved | shares | 4,000,000 | |||||||||
Class A Ordinary Shares | TPG Pace Tech Opportunities Corp [Member] | Subscription Agreement [Member] | ||||||||||
Gross proceeds from stock issued | $ 150,000,000 | |||||||||
Newly issued shares | shares | 15,000,000 | |||||||||
Common Class F [Member] | TPG Pace Tech Opportunities Corp [Member] | ||||||||||
Ordinary shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Ordinary shares, issued | shares | 11,250,000 | 20,000,000 | 11,250,000 | 20,000,000 | ||||||
Common stock issued, value | $ 25,000 | $ 25,000 | ||||||||
Common Class F [Member] | TPG Pace Tech Opportunities Corp [Member] | TPG Pace Tech Opportunities Sponsor, Series LLC [Member] | ||||||||||
Number of independent directors | Director | 4 | |||||||||
Newly issued shares | shares | 20,000,000 | |||||||||
Common stock issued, value | $ 25,000 | $ 25,000 | ||||||||
TPG Pace Tech Opportunities Corp [Member] | ||||||||||
Business acquisition, Date of acquisition agreement | Jan. 28, 2021 | |||||||||
Additional equity issued | shares | 4,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) | Oct. 09, 2020USD ($) | Jun. 30, 2021USD ($)Classshares | Jun. 30, 2020Class | Dec. 31, 2020USD ($)NumberClassshares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Business combinations, Number of years from acquisition date | 1 year | |||||
Number of operating segment | Number | 1 | |||||
Number of foreign business | Number | 1 | |||||
Cash | $ 1,500,000 | $ 1,600,000 | ||||
Restricted cash | 1,400,000 | 2,900,000 | ||||
Impairment, Long lived asset, Held for use | $ 0 | 0 | $ 0 | |||
Number of reporting unit | Number | 1 | |||||
Goodwill, Impairment loss | $ 0 | 0 | 0 | |||
Goodwill | $ 5,717,000 | 5,717,000 | 5,717,000 | |||
Impairments of definite-lived intangible assets | 0 | 0 | 0 | |||
Finite lived intangible assets, Net | 8,035,000 | 8,534,000 | 9,481,000 | |||
Advertising expenses | $ 29,300,000 | 20,600,000 | $ 16,500,000 | |||
Number of classes of ordinary shares | Class | 2 | |||||
TPG Pace Tech Opportunities Corp [Member] | ||||||
Prepaid expenses, Current | 241,492 | $ 277,890 | ||||
Federal depository insurance coverage | 250,000 | 250,000 | ||||
Minimum threshold limit for net tangible assets | 5,000,001 | |||||
Accrued interest and penalties | $ 0 | 0 | ||||
Number of classes of ordinary shares | Class | 2 | 1 | ||||
Cash equivalents | $ 0 | 0 | ||||
Class A ordinary shares subject to possible redemption: 45,000,000 shares at a redemption value of $10.00 per share | 450,019,539 | $ 450,005,937 | ||||
Stock-based compensation expense | $ 0 | |||||
Class A Ordinary Shares | TPG Pace Tech Opportunities Corp [Member] | ||||||
Temporary Equity, Shares Issued | shares | 2,046,599 | |||||
IPO | TPG Pace Tech Opportunities Corp [Member] | ||||||
Newly issued shares | shares | 45,000,000 | 45,000,000 | ||||
Offering costs | $ 1,094,456 | |||||
Offering costs, underwriter discount and deferred discount charged to additional paid-in capital | 25,091,705 | |||||
IPO | TPG Pace Tech Opportunities Corp [Member] | Warrants | ||||||
Offering costs | $ 752,751 | $ 752,751 | ||||
IPO | Class A Ordinary Shares | TPG Pace Tech Opportunities Corp [Member] | ||||||
Newly issued shares | shares | 45,000,000 | 45,000,000 | ||||
Offering costs | $ 1,094,456 | |||||
Class A ordinary shares subject to possible redemption: 45,000,000 shares at a redemption value of $10.00 per share | $ 25,091,705 | |||||
Software Development [Member] | ||||||
Property, plant and equipment, Useful life | 4 years | |||||
Maximum [Member] | Class A Ordinary Shares | ||||||
Aggregate warrants | shares | 36,333,333 | |||||
Maximum [Member] | Class A Ordinary Shares | TPG Pace Tech Opportunities Corp [Member] | ||||||
Aggregate warrants | shares | 36,333,333 | |||||
Maximum [Member] | General and Administrative Expense [Member] | ||||||
Property, plant and equipment, Useful life | 7 years | |||||
Maximum [Member] | Software Development [Member] | ||||||
Property, plant and equipment, Useful life | 4 years | |||||
Minimum [Member] | General and Administrative Expense [Member] | ||||||
Property, plant and equipment, Useful life | 1 year | |||||
Minimum [Member] | Software Development [Member] | ||||||
Property, plant and equipment, Useful life | 1 year | |||||
Other Current Assets [Member] | ||||||
Prepaid expenses, Current | $ 600,000 | $ 1,500,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Valuation Models Used to Calculate Fair Value of Warrant Securities and FPAs (Detail) - TPG Pace Tech Opportunities Corp [Member] | Oct. 31, 2020shares | Jun. 30, 2021 | Dec. 31, 2020shares |
Measurement Input, Implied Volatility | |||
Significant Accounting Policies [Line Items] | |||
Derivative liability, measurement input | 22 | ||
Measurement Input, Implied Volatility | Maximum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Derivative liability, measurement input | 25 | ||
Measurement Input, Implied Volatility | Minimum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Derivative liability, measurement input | 20 | ||
Measurement Input, Implied Volatility | Warrant Securities and FPAs | |||
Significant Accounting Policies [Line Items] | |||
Derivative liability, measurement input | 45 | 22 | |
Measurement Input, Risk-free Interest Rate | Maximum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Derivative liability, measurement input | 0.40 | 0.43 | |
Measurement Input, Risk-free Interest Rate | Minimum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Derivative liability, measurement input | 0.13 | 0.10 | |
Measurement Input, Risk-free Interest Rate | Warrant Securities and FPAs | |||
Significant Accounting Policies [Line Items] | |||
Derivative liability, measurement input | 0.05 | ||
Measurement Input, Risk-free Interest Rate | Warrant Securities and FPAs | Maximum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Derivative liability, measurement input | 0.43 | ||
Measurement Input, Risk-free Interest Rate | Warrant Securities and FPAs | Minimum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Derivative liability, measurement input | 0.10 | ||
Measurement Input, Instrument Exercise price for One Class A ordinary Share | |||
Significant Accounting Policies [Line Items] | |||
Derivative liability, measurement input | 11.50 | 11.50 | |
Measurement Input, Instrument Exercise price for One Class A ordinary Share | Warrant Securities and FPAs | |||
Significant Accounting Policies [Line Items] | |||
Derivative liability, measurement input | 11.50 | 11.50 | |
Measurement Input, Expected Term | |||
Significant Accounting Policies [Line Items] | |||
Derivative liability, measurement input term | 5 years 6 months | 5 years 6 months | |
Measurement Input, Expected Term | Warrant Securities and FPAs | |||
Significant Accounting Policies [Line Items] | |||
Derivative liability, measurement input term | 29 days | 5 years 6 months |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Basic and Diluted Net (Loss) Income Per Ordinary Share (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator: | ||||||||||
Allocation of net (loss) income | $ (481,000) | $ (4,246,000) | $ (6,352,000) | $ (12,389,000) | $ (244,498,000) | $ (23,017,000) | $ (25,955,000) | |||
Denominator: | ||||||||||
Weighted average ordinary shares outstanding: | 85,565,000 | 85,565,000 | 85,565,000 | 85,565,000 | 85,564,605 | 85,564,605 | 85,564,605 | |||
Basic and diluted net (loss) income per ordinary share | $ (0.01) | $ (0.05) | $ (0.07) | $ (0.14) | $ (2.86) | $ (0.27) | $ (0.30) | |||
TPG Pace Tech Opportunities Corp [Member] | ||||||||||
Numerator: | ||||||||||
Allocation of net (loss) income | $ (9,186,142) | $ 28,331,159 | $ (868) | $ 0 | $ 19,145,017 | $ (868) | $ (8,494) | $ (33,316,784) | ||
TPG Pace Tech Opportunities Corp [Member] | Class A Ordinary Shares | ||||||||||
Numerator: | ||||||||||
Allocation of net (loss) income | $ (7,348,914) | $ 15,316,014 | $ (26,653,427) | |||||||
Denominator: | ||||||||||
Weighted average ordinary shares outstanding: | 45,000,000 | 0 | 45,000,000 | 0 | 0 | 10,327,869 | ||||
Basic and diluted net (loss) income per ordinary share | $ (0.16) | $ 0 | $ 0.34 | $ 0 | $ 0 | $ (2.58) | ||||
TPG Pace Tech Opportunities Corp [Member] | Class F Ordinary Shares | ||||||||||
Numerator: | ||||||||||
Allocation of net (loss) income | $ (1,837,228) | $ 3,829,003 | $ (6,663,357) | |||||||
Denominator: | ||||||||||
Weighted average ordinary shares outstanding: | 11,250,000 | 20,000,000 | 11,250,000 | 20,000,000 | 16,321,839 | 18,050,376 | ||||
Basic and diluted net (loss) income per ordinary share | $ (0.16) | $ 0 | $ 0.34 | $ 0 | $ 0 | $ (0.37) |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Summary of Effect of the Restatement on Financial Statement Line Items (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jul. 10, 2019 | Dec. 31, 2017 | |
Balance Sheet: | ||||||||||||
Total current liabilities | $ 29,065,000 | $ 29,065,000 | $ 21,014,000 | $ 34,341,000 | $ 21,014,000 | |||||||
Total liabilities | 70,137,000 | 70,137,000 | 55,643,000 | 76,939,000 | 55,643,000 | |||||||
Class A ordinary shares | 86,000 | 86,000 | 86,000 | 86,000 | 86,000 | |||||||
Accumulated deficit | (418,445,000) | (418,445,000) | (168,463,000) | (412,383,000) | (168,463,000) | |||||||
Total shareholders' (deficit) equity | (24,673,000) | $ (24,855,000) | $ (8,438,000) | $ (4,721,000) | (24,673,000) | $ (8,438,000) | 3,148,000 | (19,665,000) | 3,148,000 | $ 23,699,000 | $ 30,141,000 | |
Statement of Operations: | ||||||||||||
Loss from operations | (7,418,000) | (2,839,000) | (11,873,000) | (9,679,000) | (17,935,000) | (20,537,000) | (25,549,000) | |||||
Net loss attributable to ordinary shares | $ (481,000) | $ (4,246,000) | $ (6,352,000) | $ (12,389,000) | $ (244,498,000) | $ (23,017,000) | $ (25,955,000) | |||||
Basic and diluted net loss | $ (0.01) | $ (0.05) | $ (0.07) | $ (0.14) | $ (2.86) | $ (0.27) | $ (0.30) | |||||
Previously Reported [Member] | ||||||||||||
Balance Sheet: | ||||||||||||
Total shareholders' (deficit) equity | $ 6,932,000 | |||||||||||
Revision of Prior Period, Adjustment [Member] | ||||||||||||
Balance Sheet: | ||||||||||||
Total shareholders' (deficit) equity | $ 16,767,000 | |||||||||||
Common Class A [Member] | ||||||||||||
Balance Sheet: | ||||||||||||
Class A ordinary shares | $ 0 | |||||||||||
TPG Pace Tech Opportunities Corp [Member] | ||||||||||||
Balance Sheet: | ||||||||||||
Derivative liabilities | $ 34,773,333 | 26,720,000 | $ 34,773,333 | 27,610,000 | 59,536,667 | $ 27,610,000 | ||||||
Total current liabilities | 41,490,553 | 41,490,553 | 8,587 | 60,070,575 | 8,587 | |||||||
Total liabilities | 57,240,553 | 57,240,553 | 8,587 | 75,820,575 | 8,587 | |||||||
Redeemable Equity | 450,005,937 | |||||||||||
Additional paid-in capital | 0 | |||||||||||
Accumulated deficit | (55,878,300) | (55,878,300) | (8,494) | (75,009,715) | (8,494) | |||||||
Total shareholders' (deficit) equity | (55,877,175) | (46,684,194) | $ 15,638 | 16,506 | (55,877,175) | $ 15,638 | 16,506 | (75,008,590) | 16,506 | $ 0 | ||
Statement of Operations: | ||||||||||||
Professional fees, offering costs and other expenses | 8,587 | 1,396,054 | ||||||||||
Change in fair value of derivatives | 8,053,333 | 0 | (24,763,334) | 0 | 0 | 31,926,667 | ||||||
Loss from operations | (9,192,981) | (868) | 19,131,415 | (868) | (8,587) | (33,322,721) | ||||||
Net loss attributable to ordinary shares | (9,186,142) | 28,331,159 | (868) | 0 | 19,145,017 | (868) | (8,494) | (33,316,784) | ||||
Statement of Cash Flows: | ||||||||||||
Net loss attributable to ordinary shares | 19,145,017 | (868) | (8,494) | (33,316,784) | ||||||||
Change in accrued professional fees and other expenses | 4,183,312 | 868 | 8,587 | 1,193,073 | ||||||||
Change in fair value of derivatives | 8,053,333 | 0 | (24,763,334) | 0 | 0 | 31,926,667 | ||||||
TPG Pace Tech Opportunities Corp [Member] | Previously Reported [Member] | ||||||||||||
Balance Sheet: | ||||||||||||
Derivative liabilities | 0 | |||||||||||
Total current liabilities | 533,908 | |||||||||||
Total liabilities | 16,283,908 | |||||||||||
Redeemable Equity | 429,534,010 | |||||||||||
Additional paid-in capital | 5,644,534 | |||||||||||
Accumulated deficit | (645,860) | |||||||||||
Total shareholders' (deficit) equity | 5,000,004 | |||||||||||
Statement of Operations: | ||||||||||||
Professional fees, offering costs and other expenses | 643,303 | |||||||||||
Change in fair value of derivatives | 0 | |||||||||||
Loss from operations | (643,303) | |||||||||||
Net loss attributable to ordinary shares | (637,366) | |||||||||||
Statement of Cash Flows: | ||||||||||||
Net loss attributable to ordinary shares | (637,366) | |||||||||||
Change in accrued professional fees and other expenses | 440,322 | |||||||||||
Change in fair value of derivatives | 0 | |||||||||||
TPG Pace Tech Opportunities Corp [Member] | Revision of Prior Period, Adjustment [Member] | ||||||||||||
Balance Sheet: | ||||||||||||
Derivative liabilities | 59,536,667 | |||||||||||
Total current liabilities | 59,536,667 | |||||||||||
Total liabilities | 59,536,667 | |||||||||||
Redeemable Equity | 20,471,927 | |||||||||||
Additional paid-in capital | (5,644,534) | |||||||||||
Accumulated deficit | (74,363,855) | |||||||||||
Total shareholders' (deficit) equity | (80,008,594) | |||||||||||
Statement of Operations: | ||||||||||||
Professional fees, offering costs and other expenses | 752,751 | |||||||||||
Change in fair value of derivatives | 31,926,667 | |||||||||||
Loss from operations | (32,679,418) | |||||||||||
Net loss attributable to ordinary shares | (32,679,418) | |||||||||||
Statement of Cash Flows: | ||||||||||||
Net loss attributable to ordinary shares | (32,679,418) | |||||||||||
Change in accrued professional fees and other expenses | 752,751 | |||||||||||
Change in fair value of derivatives | 31,926,667 | |||||||||||
TPG Pace Tech Opportunities Corp [Member] | Common Class A [Member] | ||||||||||||
Balance Sheet: | ||||||||||||
Class A ordinary shares | 0 | 0 | 0 | |||||||||
Total shareholders' (deficit) equity | 0 | 0 | $ 0 | 0 | $ 0 | $ 0 | 0 | 0 | 0 | |||
Statement of Operations: | ||||||||||||
Net loss attributable to ordinary shares | $ (7,348,914) | $ 15,316,014 | $ (26,653,427) | |||||||||
Basic and diluted net loss | $ (0.16) | $ 0 | $ 0.34 | $ 0 | $ 0 | $ (2.58) | ||||||
TPG Pace Tech Opportunities Corp [Member] | Common Class A [Member] | Previously Reported [Member] | ||||||||||||
Balance Sheet: | ||||||||||||
Class A ordinary shares | $ 205 | |||||||||||
Statement of Operations: | ||||||||||||
Basic and diluted net loss | $ 0 | |||||||||||
TPG Pace Tech Opportunities Corp [Member] | Common Class A [Member] | Revision of Prior Period, Adjustment [Member] | ||||||||||||
Balance Sheet: | ||||||||||||
Class A ordinary shares | $ (205) | |||||||||||
Statement of Operations: | ||||||||||||
Basic and diluted net loss | $ (2.58) | |||||||||||
TPG Pace Tech Opportunities Corp [Member] | Common Class F [Member] | ||||||||||||
Balance Sheet: | ||||||||||||
Class A ordinary shares | $ 1,125 | $ 1,125 | $ 2,000 | $ 1,125 | 2,000 | |||||||
Total shareholders' (deficit) equity | 1,125 | $ 1,125 | $ 2,000 | $ 2,000 | 1,125 | $ 2,000 | $ 2,000 | 1,125 | $ 2,000 | $ 0 | ||
Statement of Operations: | ||||||||||||
Net loss attributable to ordinary shares | $ (1,837,228) | $ 3,829,003 | $ (6,663,357) | |||||||||
Basic and diluted net loss | $ (0.16) | $ 0 | $ 0.34 | $ 0 | $ 0 | $ (0.37) | ||||||
TPG Pace Tech Opportunities Corp [Member] | Common Class F [Member] | Previously Reported [Member] | ||||||||||||
Statement of Operations: | ||||||||||||
Basic and diluted net loss | 0 | |||||||||||
TPG Pace Tech Opportunities Corp [Member] | Common Class F [Member] | Revision of Prior Period, Adjustment [Member] | ||||||||||||
Statement of Operations: | ||||||||||||
Basic and diluted net loss | $ (0.37) |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Additional Information (Details) - TPG Pace Tech Opportunities Corp [Member] | Dec. 31, 2020USD ($)shares |
Minimum threshold limit for net tangible assets | $ | $ | $ 5,000,001 |
Common Class A [Member] | |
Temporary equity, shares issued | shares | shares | 2,046,599 |
Public Offering - Additional In
Public Offering - Additional Information (Details) - USD ($) | Oct. 09, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Jan. 28, 2021 | Dec. 31, 2019 |
Ordinary shares, par value | $ 0.000001 | $ 0.000001 | $ 0.000001 | ||
TPG Pace Tech Opportunities Corp [Member] | |||||
Sale price of share to redeem outstanding warrants | $ 18 | $ 18 | |||
Redeem outstanding warrants description | Once the Warrants become exercisable, the Company may redeem the outstanding Warrants in whole, but not in part, at a price of $0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, and only in the event that the last sale price of the Company’s Public Shares equals or exceeds $18.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the Warrant holders. | Once the Warrants become exercisable, the Company may redeem the outstanding Warrants in whole, but not in part, at a price of $0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, and only in the event that the last sale price of the Company’s Public Shares equals or exceeds $18.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the Warrant holders. | |||
Percentage of underwriting discount on gross proceeds | 2.00% | 2.00% | |||
Percentage of deferred discount on gross proceeds | 3.50% | 3.50% | |||
Deferred underwriting compensation | $ 15,750,000 | $ 15,750,000 | |||
Payments for net of underwriting discount | $ 9,000,000 | $ 9,000,000 | |||
Outstanding Warrants, per share | 0.01 | 0.01 | |||
TPG Pace Tech Opportunities Corp [Member] | Warrant | |||||
Class of warrants price | $ 11.50 | ||||
TPG Pace Tech Opportunities Corp [Member] | Initial Public Offering | |||||
Number of units sold | 45,000,000 | 45,000,000 | |||
Price per unit sold | $ 10 | ||||
Sale of units description | Each unit consists of one Class A ordinary share of the Company at $0.0001 par value | Each unit consists of one Class A ordinary share of the Company at $0.0001 par value and one-fifth of one warrant (a “Unit”). | |||
Class of warrants price | $ 11.50 | $ 11.50 | |||
Class of warrant, expiration period | 5 years | ||||
Class of warrant or right exercisable description | The Warrants will become exercisable on the later of 30 days after the completion of the Business Combination or 12 months from the Close Date, and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. | The Warrants will become exercisable on the later of 30 days after the completion of the Business Combination or 12 months from the Close Date, and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. | |||
Payments for net of underwriting discount | $ 9,000,000 | ||||
Share Price | $ 10 | ||||
TPG Pace Tech Opportunities Corp [Member] | Initial Public Offering | Warrant | |||||
Sale of units description | one-fifth of one warrant (a “Unit”). Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share (a “Warrant”). | Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share (a “Warrant”). | |||
TPG Pace Tech Opportunities Corp [Member] | Class A Ordinary Shares | |||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Sale price of share to redeem outstanding warrants | $ 10 | $ 10 | |||
Redeem outstanding warrants description | Additionally, 90 days after the Warrants become exercisable, the Company may redeem the outstanding Warrants in whole, but not in part, for Class A ordinary shares at a price based on the redemption date and “fair market value” of the Company’s Class A ordinary shares upon a minimum of 30 days’ prior written notice of redemption, and only in the event that the last sale price of the Company’s Class A ordinary shares equals or exceeds $10.00 per share on the trade date prior to the date on which the Company sends the notice of redemption to the Warrant holders. The “fair market value” of the Company’s Class A ordinary shares shall mean the average reported last sale price of the Company’s Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the Warrant holders. | Additionally, 90 days after the Warrants become exercisable, the Company may redeem the outstanding Warrants in whole, but not in part, for Class A ordinary shares at a price based on the redemption date and “fair market value” of the Company’s Class A ordinary shares upon a minimum of 30 days’ prior written notice of redemption, and only in the event that the last sale price of the Company’s Class A ordinary shares equals or exceeds $10.00 per share on the trade date prior to the date on which the Company sends the notice of redemption to the Warrant holders. | |||
TPG Pace Tech Opportunities Corp [Member] | Class A Ordinary Shares | Initial Public Offering | |||||
Number of units sold | 45,000,000 | 45,000,000 | |||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 21, 2018 | Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||||
Payments to acquire assets | $ 0 | $ 0 | $ 10,000 | |||
Acquisition related expenses | $ 300 | $ 2,400 | ||||
Veritas LLC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Payments to acquire assets | $ 10,000 | |||||
Veritas LLC [Member] | General and Administrative Expense [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Acquisition related expenses | $ 400 | |||||
Veritas LLC [Member] | Trade Names [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Acuired intangible assets amortized useful life | 10 years |
Business Combinations - Summary
Business Combinations - Summary of Total Allocation of Purchase Consideration Recorded in Balance Sheet as of Acquisition Date (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Allocation of purchase price: | |||
Goodwill | $ 5,717 | $ 5,717 | $ 5,717 |
Veritas LLC [Member] | |||
Business Acquisition [Line Items] | |||
Purchase price | 10,000 | ||
Allocation of purchase price: | |||
Other current assets | 297 | ||
Fixed assets | 16 | ||
Intangible assets | 4,299 | ||
Other assets | 152 | ||
Total assets | 4,764 | ||
Accounts payable and accrued expenses | 481 | ||
Net assets required | 4,283 | ||
Goodwill | $ 5,717 |
Cash, cash equivalents, and r_3
Cash, cash equivalents, and restricted cash - Schedule of Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Cash and cash equivalents | $ 14,718 | $ 29,265 | $ 25,044 | $ 23,278 | ||
Total Cash, Cash Equivalents, and Restricted Cash shown in the Condensed Consolidated Statements of Cash Flows | 16,135 | 30,682 | $ 31,559 | 27,896 | 26,155 | $ 45,645 |
Other Current Assets [Member] | ||||||
Restricted cash included in Other current assets | 270 | 270 | 412 | |||
Other Assets [Member] | ||||||
Restricted cash included in Other current assets | $ 1,147 | $ 1,147 | $ 2,440 | $ 2,877 |
Revenues - Schedule of Company'
Revenues - Schedule of Company's Revenues By Service Category (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||||||
Revenues | $ 32,786 | $ 21,570 | $ 67,351 | $ 44,565 | $ 103,968 | $ 90,452 | $ 72,038 |
Online [Member] | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenues | 32,786 | 20,718 | 67,351 | 38,037 | 97,440 | 64,378 | 41,860 |
In-person [Member] | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenues | $ 0 | $ 852 | $ 0 | $ 6,528 | $ 6,528 | $ 26,074 | $ 30,178 |
Revenues - Schedule of Accounts
Revenues - Schedule of Accounts Receivable, Net And Deferred Revenue (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Revenue from Contract with Customer [Abstract] | |||
Accounts receivable, net | $ 1,442 | $ 475 | $ 758 |
Deferred revenue | $ 17,695 | $ 17,270 | $ 14,723 |
Revenues - Additional Informati
Revenues - Additional Information (Detail) - USD ($) $ in Millions | Jan. 01, 2019 | Dec. 31, 2019 | Jun. 30, 2021 | Dec. 31, 2020 |
Disaggregation of Revenue [Line Items] | ||||
Accounts Receivable, Allowance for Credit Loss, Current | $ 0.4 | $ 0.2 | ||
Revision of Prior Period, Change in Accounting Principle, Adjustment [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Accounts Receivable, Allowance for Credit Loss, Current | $ 0.1 | $ 0.3 | ||
Revision of Prior Period, Change in Accounting Principle, Adjustment [Member] | Accounting Standards Update 2014-09 [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Increase Decrease In Accumulated deficit and Deferred revenue | $ 16.8 | |||
Deferred Revenue, Period Increase (Decrease) | $ 3.9 |
Fixed Assets, Net - Summary of
Fixed Assets, Net - Summary of Fixed Assets, Net (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Fixed assets | $ 24,994 | $ 22,838 | $ 21,034 |
Accumulated depreciation | (15,130) | (12,541) | (8,156) |
Fixed assets, net | $ 9,864 | 10,297 | 12,878 |
Capitalized internal use software [Member] | |||
Fixed assets | 17,906 | 15,077 | |
Office equipment [Member] | |||
Fixed assets | 1,702 | 1,978 | |
Leasehold improvements [Member] | |||
Fixed assets | 1,489 | 1,677 | |
Furniture & fixtures [Member] | |||
Fixed assets | 941 | 1,502 | |
Other assets [Member] | |||
Fixed assets | $ 800 | $ 800 |
Fixed Assets, Net - Additional
Fixed Assets, Net - Additional Information (Detail) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment, Additions | $ 2.2 | ||||
Furniture & fixtures [Member] | Maximum [Member] | |||||
Property, Plant and Equipment, Useful Life | 7 years | ||||
Furniture & fixtures [Member] | Minimum [Member] | |||||
Property, Plant and Equipment, Useful Life | 1 year | ||||
Leasehold Improvements [Member] | |||||
Property, Plant and Equipment, Useful Life | 7 years | ||||
Capitalized internal use software [Member] | |||||
Property, Plant and Equipment, Useful Life | 4 years | ||||
Capitalized internal use software [Member] | Maximum [Member] | |||||
Property, Plant and Equipment, Useful Life | 4 years | ||||
Capitalized internal use software [Member] | Minimum [Member] | |||||
Property, Plant and Equipment, Useful Life | 1 year | ||||
Office equipment [Member] | Maximum [Member] | |||||
Property, Plant and Equipment, Useful Life | 3 years | ||||
Office equipment [Member] | Minimum [Member] | |||||
Property, Plant and Equipment, Useful Life | 1 year | ||||
Other assets [Member] | Maximum [Member] | |||||
Property, Plant and Equipment, Useful Life | 4 years | ||||
Other assets [Member] | Minimum [Member] | |||||
Property, Plant and Equipment, Useful Life | 1 year | ||||
Cost of Sales [Member] | Capitalized internal use software [Member] | |||||
Amortization expense related to capitalized internal use software | 2.2 | $ 2 | $ 4.1 | $ 2.9 | $ 1.5 |
General and Administrative Expense [Member] | |||||
Depreciation expense | 0.4 | $ 0.5 | $ 0.9 | $ 1.1 | $ 1.1 |
General and Administrative Expense [Member] | Maximum [Member] | |||||
Property, Plant and Equipment, Useful Life | 7 years | ||||
General and Administrative Expense [Member] | Minimum [Member] | |||||
Property, Plant and Equipment, Useful Life | 1 year | ||||
Accounts Payable [Member] | |||||
Property, Plant and Equipment, Additions | $ 0.1 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Summary of Definite Lived Intangible Assets Net (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | |||
Carrying Amount | $ 10,713 | $ 10,667 | $ 10,534 |
Accumulated Amortization | (2,678) | (2,133) | (1,053) |
Net Amount | 8,035 | 8,534 | 9,481 |
Trade names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Carrying Amount | 10,372 | 10,372 | 10,372 |
Accumulated Amortization | (2,669) | (2,099) | (1,053) |
Net Amount | 7,703 | 8,273 | 9,319 |
Foreign currency translation adjustment [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Carrying Amount | 341 | 295 | 162 |
Accumulated Amortization | (9) | (34) | |
Net Amount | $ 332 | $ 261 | $ 162 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Schedule of Estimated Future Amortization Expense Related to Trade Names (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
2021 | $ 1,046 | ||
2022 | 1,046 | ||
2023 | 1,046 | ||
2024 | 1,046 | ||
2025 | 1,046 | ||
Thereafter | 3,304 | ||
Net Total | $ 8,035 | $ 8,534 | $ 9,481 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Additional Information (Detail) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Good will and Intangible Assets Disclosure [Line Items] | |||||
Impairment of goodwill | $ 0 | $ 0 | $ 0 | ||
Goodwill | $ 5,717,000 | $ 5,717,000 | 5,717,000 | ||
Intangible assets useful life | 10 years | ||||
Amortization expense | $ 536,000 | $ 519,000 | $ 1,046,000 | $ 1,053,000 | $ 0 |
Definite-Lived Intangible Ass_3
Definite-Lived Intangible Assets, Net - Summary of Definite Lived Intangible Assets Net (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | |||
Carrying Amount | $ 10,713 | $ 10,667 | $ 10,534 |
Accumulated Amortization | (2,678) | (2,133) | (1,053) |
Net Total | 8,035 | 8,534 | 9,481 |
Trade names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Carrying Amount | 10,372 | 10,372 | 10,372 |
Accumulated Amortization | (2,669) | (2,099) | (1,053) |
Net Total | 7,703 | 8,273 | 9,319 |
Foreign currency translation adjustment [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Carrying Amount | 341 | 295 | 162 |
Accumulated Amortization | (9) | (34) | |
Net Total | $ 332 | $ 261 | $ 162 |
Other Current Liabilities - Sum
Other Current Liabilities - Summary of Other Current Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Other Liabilities Disclosure [Abstract] | |||
Accrued payroll | $ 1,351 | $ 742 | $ 771 |
Accrued CARES Act FICA deferral | 589 | 589 | |
Accrued professional services | 489 | 1,037 | 123 |
Accrued sublease liability | 335 | 688 | |
Other | 3,363 | 3,034 | 3,130 |
Total | $ 6,127 | $ 6,090 | $ 4,024 |
Debt - Summary of Long-term Deb
Debt - Summary of Long-term Debt Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||
Less: Debt issuance costs, net | $ (320) | $ (396) | $ (549) |
Long-term Debt | 39,620 | 47,579 | 34,629 |
Less: current maturities of long-term debt | 0 | 6,535 | 0 |
Total long-term debt | 39,620 | 41,044 | 34,629 |
Loan and security agreement | |||
Debt Instrument [Line Items] | |||
Long-term Debt | 39,000 | 39,000 | 35,000 |
Promissory note | |||
Debt Instrument [Line Items] | |||
Long-term Debt | 8,293 | ||
Paid-in-kind interest | |||
Debt Instrument [Line Items] | |||
Long-term Debt | 392 | 283 | 69 |
End of term charge | |||
Debt Instrument [Line Items] | |||
Long-term Debt | $ 548 | $ 399 | $ 109 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Thousands | Apr. 16, 2020 | Aug. 09, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 19, 2020 |
Short-term Debt [Line Items] | |||||||||||
Debt issuance costs, net | $ (320) | $ (320) | $ (396) | $ (549) | |||||||
Gain (Loss) on extinguishment of debt | 8,395 | $ 0 | 8,395 | $ 0 | |||||||
Interest expenses and debt issuance amortization costs | 1,258 | $ 1,248 | 2,502 | $ 2,372 | 4,904 | 2,101 | $ 157 | ||||
Loan and Security Agreement [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Long-term debt, gross | 39,000 | ||||||||||
Gain (Loss) on extinguishment of debt | 100 | ||||||||||
Revolving Credit Facility And Loan And Security Agreement [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Interest expenses and debt issuance amortization costs | 4,900 | $ 2,100 | 200 | ||||||||
Revolving Credit Facility [Member] | 2017 Unsecured Revolving Credit Facility [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | $ 15,000 | ||||||||||
Line of credit facility collateral amount | $ 5,000 | ||||||||||
Revolving Credit Facility [Member] | 2018 Unsecured Revolving Credit Facility Amendment [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | 30,000 | ||||||||||
Line of credit outstanding | $ 10,000 | ||||||||||
Revolving Credit Facility [Member] | 2018 Unsecured Revolving Credit Facility Amendment [Member] | Prime Rate [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt instrument variable interest rate spread percentage | 0.30% | ||||||||||
Maximum [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt instrument, interest rate, stated percentage | 10.75% | ||||||||||
Loan and Security Agreement [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt instrument, face amount | $ 50,000 | ||||||||||
Long-term debt, gross | $ 35,000 | ||||||||||
Debt instrument, interest rate, stated percentage | 10.75% | ||||||||||
Debt instrument, maturity date | Aug. 1, 2023 | ||||||||||
Debt issuance costs, net | $ 600 | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 4,000 | $ 4,000 | |||||||||
Line of credit facility, current borrowing capacity | 11,000 | 11,000 | $ 7,800 | ||||||||
Loan and Security Agreement [Member] | Maximum [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt instrument, interest rate, stated percentage | 10.75% | 10.75% | |||||||||
Line of credit facility, current borrowing capacity | 39,000 | ||||||||||
Loan and Security Agreement [Member] | Minimum [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt instrument, interest rate, stated percentage | 5.50% | ||||||||||
Line of credit facility, current borrowing capacity | $ 35,000 | ||||||||||
Paid-in-kind interest | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt instrument, interest rate, stated percentage | 10.75% | ||||||||||
Paid-in-kind interest | Maximum [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt instrument, interest rate, stated percentage | 3.00% | ||||||||||
Paid-in-kind interest | Minimum [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt instrument, interest rate, stated percentage | 0.55% | ||||||||||
Promissory note | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt instrument, face amount | $ 8,300 | ||||||||||
Debt instrument, interest rate, stated percentage | 1.00% | ||||||||||
Debt instrument, maturity date | Apr. 16, 2022 | ||||||||||
Gain (Loss) on extinguishment of debt | $ 100 | $ 8,400 |
Deferred Issuance Costs - Addit
Deferred Issuance Costs - Additional Information (Details) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021USD ($) | Jun. 30, 2021USD ($) | |
Deferred Issuance Costs [Abstract] | ||
Business Combination, Acquisition Related Costs | $ 0.3 | $ 2.4 |
Deferred Costs, Noncurrent | 2.3 | 2.3 |
Accrued Liabilities, Current | $ 0.7 | $ 0.7 |
Members' Equity - Additional In
Members' Equity - Additional Information (Detail) - USD ($) | Jan. 01, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2015 | Dec. 31, 2014 |
Class of Stock [Line Items] | ||||||||
Temporary Equity, Accretion to Redemption Value, Adjustment | $ (219,257,000) | |||||||
Common units authorized | 85,564,605 | |||||||
Common units issued | 85,564,605 | |||||||
Common units outstanding | 85,564,605 | |||||||
Common units issue price per unit | $ 0.000001 | |||||||
Members capital | $ 100,000 | |||||||
Common units subscribed but unissued | 0 | |||||||
Share based compensation by share based arrangement profit interests units issued | 30,732,995 | 28,452,751 | ||||||
Common stock, shares authorized | 85,564,605 | 85,564,605 | 85,564,605 | |||||
Common stock, shares issued | 85,564,605 | 85,564,605 | 85,564,605 | |||||
Common stock, shares outstanding | 85,564,605 | 85,564,605 | 85,564,605 | |||||
Preferred stock, shares authorized | 1,000,000 | |||||||
TPG Pace Tech Opportunities Corp [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Allocated share based compensation | $ 0 | |||||||
Common stock, shares outstanding | 45,000,000 | |||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||||
Preferred stock, shares issued | 0 | 0 | 0 | |||||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||||
Dividend policy | The Company has not paid and does not intend to pay any cash dividends on its ordinary shares prior to the completion of the Business Combination. Additionally, the Company’s board of directors does not contemplate or anticipate declaring any stock dividends in the foreseeable future. | The Company has not paid and does not intend to pay any cash dividends on its ordinary shares prior to the completion of the Business Combination. Additionally, the Company’s board of directors does not contemplate or anticipate declaring any stock dividends in the foreseeable future. | ||||||
Profit Interest Units [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Share based compensation by share based arrangement fair value assumptions expected dividend rate | 0.00% | 0.00% | ||||||
Share based compensation by share based payment award fair value assumptions risk free interest rate minimum | 1.28% | 1.28% | ||||||
Share based compensation by share based payment award fair value assumptions risk free interest rate maximum | 2.95% | 2.95% | ||||||
Share based payment arrangement non vested award option cost not yet recognized amount | $ 5,400,000 | |||||||
Share based payment arrangement non vested award cost not yet recognized period for recognition | 2 years | |||||||
Share based compensation by share based payment award fair value assumptions expected volatility rate minimum | 45.00% | 45.00% | ||||||
Share based compensation by share based payment award fair value assumptions expected volatility rate maximum | 55.00% | 55.00% | ||||||
Profit Interest Units [Member] | General and Administrative Expense [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Allocated share based compensation | $ 1,700,000 | $ 1,700,000 | $ 1,400,000 | |||||
Profit Interest Units [Member] | Maximum [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Share based compensation by share based payment award expected term | 10 years | 10 years | ||||||
Share based compensation by share based payment award award vesting period | 6 years | 6 years | ||||||
Profit Interest Units [Member] | Minimum [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Share based compensation by share based payment award expected term | 6 years | 6 years | ||||||
Share based compensation by share based payment award award vesting period | 4 years | 4 years | ||||||
Unit Appreciation Rights [Member] | Vesting Based On Triggering Events [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Share based compensation by share based arrangement equity instruments other than options non vested outstanding weighted average exercise price | $ 1.35 | |||||||
Unit Appreciation Rights [Member] | Vesting Based On Triggering Events [Member] | Subsequent Event [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Share based compensation by share based payment award equity instruments other than options vested in period aggregate fair value | $ 11,900,000 | |||||||
Unit Appreciation Rights [Member] | Maximum [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Share based compensation by share based payment award award vesting period | 5 years | 5 years | ||||||
Unit Appreciation Rights [Member] | Minimum [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Share based compensation by share based payment award award vesting period | 4 years | 4 years | ||||||
Class B Redeemable Preferred Voting Units [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Temporary Equity, Shares Authorized | 40,499,299 | |||||||
Temporary Equity, Shares Issued | 40,499,299 | |||||||
Temporary Equity, Shares Outstanding | 40,499,299 | |||||||
Temporary equity issue price per unit | $ 1.246935 | |||||||
Temporary equity lock in period | 5 years | |||||||
Percentage of outstanding temporary equity redeemable | 33.33% | |||||||
Temporary equity period within which redemption shall be made | 60 days | |||||||
Temporary Equity, Accretion to Redemption Value, Adjustment | $ 150,100,000 | |||||||
Temporary Equity, Accretion to Redemption Value | $ 69,100,000 | |||||||
Temporary equity units subscribed but not issued | 0 | |||||||
Class C Redeemable Preferred Voting Units [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Temporary Equity, Shares Authorized | 18,586,623 | |||||||
Temporary Equity, Shares Issued | 18,586,623 | |||||||
Temporary Equity, Shares Outstanding | 18,586,623 | |||||||
Temporary equity issue price per unit | $ 2.703557 | $ 2.703557 | ||||||
Temporary equity lock in period | 5 years | |||||||
Percentage of outstanding temporary equity redeemable | 33.33% | |||||||
Temporary equity period within which redemption shall be made | 60 days | |||||||
Temporary Equity, Accretion to Redemption Value, Adjustment | $ 150,100,000 | |||||||
Temporary Equity, Accretion to Redemption Value | $ 69,100,000 | |||||||
Temporary equity units subscribed but not issued | 0 | |||||||
Common Class A [Member] | TPG Pace Tech Opportunities Corp [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Temporary Equity, Shares Issued | 2,046,599 | |||||||
Temporary Equity, Shares Outstanding | 45,000,000 | 45,000,000 | ||||||
Common units authorized | 200,000,000 | |||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | |||||
Common stock, voting rights | Holders of Class A ordinary shares are entitled to one vote for each share with the exception that only holders of Class F ordinary shares have the right to vote on the election of directors prior to the completion of a Business Combination, subject to adjustment as provided in the Company’s amended and restated memorandum and articles of association. | Holders of Class A ordinary shares are entitled to one vote for each share with the exception that only holders of Class F ordinary shares have the right to vote on the election of directors prior to the completion of a Business Combination, subject to adjustment as provided in the Company’s amended and restated memorandum and articles of association. | ||||||
Temporary equity and common stock, shares issued | 45,000,000 | 45,000,000 | 0 | |||||
Temporary equity and common stock, shares outstanding | 45,000,000 | 45,000,000 | 0 | |||||
Common stock, shares issued | 0 | 0 | 0 | |||||
Common stock, shares outstanding | 0 | 0 | 0 | |||||
Common Class F [Member] | TPG Pace Tech Opportunities Corp [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | |||||
Common stock, shares issued | 11,250,000 | 11,250,000 | 20,000,000 | |||||
Common stock, shares outstanding | 11,250,000 | 11,250,000 | 20,000,000 | |||||
Preferred stock, shares authorized | 1,000,000 | |||||||
Class A Preferred Units With Voting Rights [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred units authorized limited liability company | 7,906,980 | |||||||
Preferred units issued limited liability company | 7,906,980 | |||||||
Preferred units outstanding limited liability company | 7,906,980 | |||||||
Shares issued price per share | $ 0.430000 | |||||||
Cumulative dividend rate on preferred units | 8.50% | 8.50% | 8.50% | |||||
Cumulative dividend on preferred units | $ 1,900,000 | $ 1,600,000 | $ 1,300,000 | |||||
Preferred amount distributions payable number of times the original issue price | 3 | |||||||
Preferred units subscribed but unissued | 0 | |||||||
Class A-1 Preferred Voting Units [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred units authorized limited liability company | 7,822,681 | |||||||
Preferred units issued limited liability company | 7,822,681 | |||||||
Preferred units outstanding limited liability company | 7,822,681 | |||||||
Shares issued price per share | $ 0.434634 | |||||||
Cumulative dividend rate on preferred units | 8.50% | 8.50% | 8.50% | |||||
Cumulative dividend on preferred units | $ 1,700,000 | $ 1,400,000 | $ 1,100,000 | |||||
Preferred amount distributions payable number of times the original issue price | 3 | |||||||
Preferred units subscribed but unissued | 0 |
Members' Equity - Summary of Sh
Members' Equity - Summary of Share-based Compensation Arrangements by Share-based Payment Award (Detail) - Profit Interest Units [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Units, Beginning Balance | 12,304,449 | 14,419,301 | 6,827,138 |
Number of Units, Granted | 2,280,244 | 6,354,248 | 11,414,684 |
Number of Units, Vested | (4,071,402) | (4,604,155) | (2,942,987) |
Number of Units, Settled | (402,284) | ||
Number of Units, Forfeited | 0 | (3,864,945) | (477,250) |
Number of Units, Ending Balance | 10,513,291 | 12,304,449 | 14,419,301 |
Weighted Average Fair Value Per Unit, Beginning Balance | $ 0.50 | $ 0.40 | $ 0.22 |
Weighted Average Fair Value Per Unit, Granted | 0.83 | 0.59 | 0.45 |
Weighted Average Fair Value Per Unit, Vested | 0.50 | 0.34 | 0.22 |
Weighted Average Fair Value Per Unit, Settled | 0.23 | ||
Weighted Average Fair Value Per Unit, Forfeited | 0 | 0.46 | 0.34 |
Weighted Average Fair Value Per Unit, Ending Balance | $ 0.57 | $ 0.50 | $ 0.40 |
Earnings per Unit - Summary of
Earnings per Unit - Summary of the Securities Excluded from the Weighted-Average Units for Diluted Earnings Per Unit (Detail) - shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Class A preferred units | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 7,906,980 | 7,906,980 | 7,906,980 | 7,906,980 | 7,906,980 | 7,906,980 | 7,906,980 |
Class A-1 preferred units | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 7,822,681 | 7,822,681 | 7,822,681 | 7,822,681 | 7,822,681 | 7,822,681 | 7,822,681 |
Class B preferred units | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 40,499,299 | 40,499,299 | 40,499,299 | 40,499,299 | 40,499,299 | 40,499,299 | 40,499,299 |
Class C preferred units | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 18,586,623 | 18,586,623 | 18,586,623 | 18,586,623 | 18,586,623 | 18,586,623 | 18,586,623 |
Profits interest units | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 30,732,995 | 30,102,751 | 30,732,995 | 30,102,751 | 30,732,995 | 28,452,751 | 25,963,448 |
Earnings per Unit - Summary o_2
Earnings per Unit - Summary of Computation of Basic and Diluted Earnings Per Unit (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |||||||
Net loss | $ (336) | $ (4,101) | $ (6,062) | $ (12,099) | $ (24,663) | $ (22,439) | $ (25,377) |
Undeclared dividends on nonredeemable preferred units | (145) | (145) | (290) | (290) | (578) | (578) | (578) |
Redeemable Preferred Unit accretion | (219,257) | ||||||
Net Income (Loss) Available to Common Stockholders, Basic | $ (481) | $ (4,246) | $ (6,352) | $ (12,389) | $ (244,498) | $ (23,017) | $ (25,955) |
Weighted average common units outstanding: | 85,565,000 | 85,565,000 | 85,565,000 | 85,565,000 | 85,564,605 | 85,564,605 | 85,564,605 |
Basic and diluted earnings per unit | $ (0.01) | $ (0.05) | $ (0.07) | $ (0.14) | $ (2.86) | $ (0.27) | $ (0.30) |
Related Parties - Additional In
Related Parties - Additional Information (Detail) | Oct. 09, 2020USD ($) | Oct. 08, 2020USD ($)$ / sharesshares | Oct. 06, 2020USD ($)$ / shares | Oct. 02, 2020USD ($)Directorshares | Aug. 12, 2019USD ($)$ / sharesshares | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)Year$ / sharesshares | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($)Director$ / sharesshares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($) | Mar. 29, 2021USD ($) | Jan. 28, 2021$ / shares | Sep. 15, 2020USD ($) | Aug. 11, 2019USD ($) |
Related Party Transaction [Line Items] | ||||||||||||||||
Related Party Transaction, Purchases from Related Party | $ | $ 1,800,000 | $ 1,300,000 | $ 3,900,000 | $ 1,900,000 | $ 4,500,000 | $ 1,800,000 | $ 800,000 | |||||||||
Forfeited value | $ | $ 45,464,000 | $ 45,464,000 | $ 57,274,000 | $ 58,791,000 | ||||||||||||
Ordinary shares, outstanding | 85,564,605 | 85,564,605 | 85,564,605 | 85,564,605 | ||||||||||||
TPG Pace Tech Opportunities Corp [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Forfeited value | $ | $ 451,382,917 | $ 451,382,917 | $ 450,817,922 | $ 25,093 | $ 0 | |||||||||||
Number of independent directors | 4 | 4 | ||||||||||||||
Ordinary shares, outstanding | 45,000,000 | |||||||||||||||
Expected percentage that the initial shareholders will hold upon closing of business combination | 20.00% | |||||||||||||||
Price per share sponsor agreed to liable | $ / shares | $ 10 | $ 10 | $ 10 | |||||||||||||
Unsecured non-interest bearing promissory note | $ | $ 300,000 | |||||||||||||||
Borrowed amount payable to related party | $ | $ 2,000,000 | $ 2,000,000 | ||||||||||||||
TPG Pace Tech Opportunities Corp [Member] | Common Class A [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Ordinary shares, outstanding | 0 | 0 | 0 | 0 | ||||||||||||
TPG Pace Tech Opportunities Corp [Member] | Common Class F [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Common stock issued, value | $ | $ 25,000 | $ 25,000 | ||||||||||||||
Ordinary shares, outstanding | 11,250,000 | 11,250,000 | 11,250,000 | 20,000,000 | ||||||||||||
Price per unit sold | $ / shares | $ 0.001 | |||||||||||||||
TPG Pace Tech Opportunities Corp [Member] | Warrant [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Class of warrants price | $ / shares | $ 11.50 | |||||||||||||||
TPG Pace Tech Opportunities Corp [Member] | Private Placement [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Proceeds from issuance of warrants | $ | $ 11,000,000 | |||||||||||||||
Sale of units description | If the Company does not complete the Business Combination within 24 months from the Close Date, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Company’s Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. | If the Company does not complete the Business Combination within 24 months from the Close Date, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Company’s Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. | ||||||||||||||
TPG Pace Tech Opportunities Corp [Member] | TPG Pace Tech Opportunities Sponsor, Series LLC [Member] | Common Class F [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Number of units sold | 20,000,000 | |||||||||||||||
Common stock issued, value | $ | $ 25,000 | $ 25,000 | ||||||||||||||
Common stock, issued, price per share | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||||
Number of independent directors | Director | 4 | |||||||||||||||
Shares forfeited | 7,062,500 | |||||||||||||||
Forfeited value | $ | $ 0 | |||||||||||||||
Ordinary shares, outstanding | 11,250,000 | 11,250,000 | 11,250,000 | |||||||||||||
Business combination period allowed from close date to exercise rights | 24 months | 24 months | ||||||||||||||
Preferred stock conversion ratio | one-for-one basis | one-for-one basis | ||||||||||||||
TPG Pace Tech Opportunities Corp [Member] | TPG Pace Tech Opportunities Sponsor, Series LLC [Member] | Loans Payable [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Debt instrument, description | The promissory note does not bear interest, and any borrowings made are due on the earlier of March 29, 2022 or the consummation of a Business Combination, except in the event of a default, as defined in the promissory note agreement, at which point any outstanding borrowings become due immediately. | |||||||||||||||
Borrowed amount payable to related party | $ | $ 2,000,000 | |||||||||||||||
TPG Pace Tech Opportunities Corp [Member] | TPG Pace Tech Opportunities Sponsor, Series LLC [Member] | Loans Payable [Member] | Maximum [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Debt instrument, face amount | $ | $ 7,000,000 | |||||||||||||||
TPG Pace Tech Opportunities Corp [Member] | TPG Pace Tech Opportunities Sponsor, Series LLC [Member] | Warrant [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Class of warrants price | $ / shares | $ 11.50 | |||||||||||||||
TPG Pace Tech Opportunities Corp [Member] | TPG Pace Tech Opportunities Sponsor, Series LLC [Member] | Over-Allotment Option [Member] | Common Class F [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Shares forfeited on expiration of underwriters | 1,687,500 | |||||||||||||||
TPG Pace Tech Opportunities Corp [Member] | TPG Pace Tech Opportunities Sponsor, Series LLC [Member] | Private Placement [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Sale of warrants | 7,333,333 | 7,333,333 | 7,333,333 | |||||||||||||
Class of warrants price | $ / shares | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | ||||||||||||
Proceeds from issuance of warrants | $ | $ 11,000,000 | $ 11,000,000 | $ 11,000,000 | |||||||||||||
Transferable, assignable or salable period of warrants | 30 days | 30 days | ||||||||||||||
TPG Pace Tech Opportunities Corp [Member] | TPG Pace Tech Opportunities Sponsor, Series LLC [Member] | Private Placement [Member] | Common Class A [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Price per unit sold | $ / shares | $ 11.50 | $ 11.50 | ||||||||||||||
Warrant holder entitled to purchase common stock per one share | 1 | 1 | ||||||||||||||
TPG Pace Tech Opportunities Corp [Member] | TPG Pace Tech Opportunities Sponsor, Series LLC [Member] | Private Placement [Member] | Warrant [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Sale of units description | Each Private Placement Warrant entitles the holder to purchase one Class A ordinary share at $11.50 per share, subject to adjustment. | Each Private Placement Warrant entitles the holder to purchase one Class A ordinary share at $11.50 per share, subject to adjustment. | ||||||||||||||
TPG Pace Tech Opportunities Corp [Member] | TPG Pace Tech Opportunities Sponsor, Series LLC [Member] | Director [Member] | Common Class F [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Shares transferred | 40,000 | |||||||||||||||
TPG Pace Tech Opportunities Corp [Member] | Sponsor And Initial Shareholders [Member] | Common Class A [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Price per share for earlier end of lockup period | $ / shares | $ 12 | $ 12 | $ 12 | |||||||||||||
TPG Pace Tech Opportunities Corp [Member] | Sponsor And Initial Shareholders [Member] | Common Class F [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Related party transaction, description of transaction | Additionally, the initial shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (i) one year after the completion of the Business Combination or (ii) subsequent to the Business Combination, if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjustedfor share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination or (iii) the date following the completion of the Business Combination on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property (the “Lock Up Period”). | Additionally, the Initial Shareholders agreed not to transfer, assign or sell any of their respective Founder Shares until the earlier of (i) one year after the completion of the Business Combination or (ii) subsequent to the Business Combination, if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (iii) the date following the completion of the Business Combination on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property (the “Lock Up Period”). | ||||||||||||||
TPG Pace Tech Opportunities Corp [Member] | Original Forward Purchase Agreement [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Sale of warrants | 1,000,000 | |||||||||||||||
Class of warrants price | $ / shares | $ 11.50 | |||||||||||||||
Aggregate purchase price | $ | $ 50,000,000 | |||||||||||||||
Number of founder shares sponsor can forfeit | 500,000 | |||||||||||||||
TPG Pace Tech Opportunities Corp [Member] | Original Forward Purchase Agreement [Member] | Common Class A [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Price per unit sold | $ / shares | $ 10 | |||||||||||||||
Sale of aggregate shares | 5,000,000 | |||||||||||||||
Percentage of additional number of shares agreed to issue to transferee | 10.00% | |||||||||||||||
Aggregate number of additional shares agreed to issue to transferee | 500,000 | |||||||||||||||
TPG Pace Tech Opportunities Corp [Member] | Additional Forward Purchase Agreements [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Sale of warrants | 2,000,000 | |||||||||||||||
Aggregate purchase price | $ | $ 100,000,000 | |||||||||||||||
Number of founder shares sponsor can forfeit | 1,000,000 | |||||||||||||||
TPG Pace Tech Opportunities Corp [Member] | Additional Forward Purchase Agreements [Member] | Common Class A [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Sale of aggregate shares | 11,000,000 | |||||||||||||||
Warrants to purchase price per share | $ / shares | $ 11.50 | |||||||||||||||
TPG Pace Tech Opportunities Corp [Member] | Additional Forward Purchase Agreements [Member] | Maximum [Member] | Common Class A [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Sale of aggregate shares | 11,000,000 | |||||||||||||||
TPG Pace Tech Opportunities Corp [Member] | Additional Forward Purchase Agreements [Member] | Private Placement [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Sale of warrants | 1,000,000 | |||||||||||||||
Sale of aggregate shares | 5,000,000 | |||||||||||||||
TPG Pace Tech Opportunities Corp [Member] | TPG Capital B D LLC [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Financial advisory services fee | $ | $ 832,500 | |||||||||||||||
TPG Pace Tech Opportunities Corp [Member] | Administrative Service Agreement [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Office space, administrative and support services expense | $ | $ 50,000 | |||||||||||||||
Accounts Payable and Accrued Liabilities [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Due to Related Parties, Current | $ | $ 600,000 | $ 600,000 | $ 500,000 | $ 200,000 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Detail) $ in Thousands | Dec. 31, 2020USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
2021 | $ 1,891 |
2022 | 1,749 |
2023 | 1,599 |
2024 | 1,250 |
2025 | 632 |
Thereafter | 0 |
Total | $ 7,121 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Sublease Income (Detail) $ in Thousands | Dec. 31, 2020USD ($) |
Operating Leases, Future Minimum Payments Receivable [Abstract] | |
2021 | $ 588 |
2022 | 981 |
2023 | 1,000 |
2024 | 1,019 |
2025 | 516 |
Thereafter | 0 |
Total | $ 4,104 |
Commitments and Contingencies_3
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Line Items] | |||
Rent expense | $ 1.6 | $ 2.5 | $ 2.2 |
Nonoperating Income (Expense) [Member] | |||
Commitments And Contingencies Disclosure [Line Items] | |||
Loss on the sublease | $ 1.8 |
Investments Held in Trust Acc_2
Investments Held in Trust Account - Additional Information (Details) - USD ($) | Oct. 09, 2020 | Oct. 06, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2020 |
Cash | $ 1,600,000 | $ 1,500,000 | ||||||
TPG Pace Tech Opportunities Corp [Member] | ||||||||
Proceeds from issuance of public offering | $ 450,000,000 | 0 | 450,000,000 | |||||
Proceeds from sale of Private Placement Warrants to Sponsor | 11,000,000 | $ 11,000,000 | 0 | 11,000,000 | ||||
Payments for net of underwriting discount | $ 9,000,000 | 9,000,000 | ||||||
Repay notes payable | 300,000 | |||||||
Interest income | $ 6,839 | $ 0 | 13,602 | $ 0 | $ 93 | 5,937 | ||
Investments held in Trust Account | $ 450,019,539 | $ 450,019,539 | $ 450,005,937 | |||||
TPG Pace Tech Opportunities Corp [Member] | IPO | ||||||||
Proceeds from issuance of public offering | $ 450,000,000 | |||||||
Payments for net of underwriting discount | 9,000,000 | |||||||
TPG Pace Tech Opportunities Corp [Member] | Private Placement | ||||||||
Cash | $ 2,000,000 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Derivative Liabilities Measured at Fair Value on Recurring Basis (Detail) - TPG Pace Tech Opportunities Corp [Member] - USD ($) | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Liabilities: | ||||
Derivative liabilities | $ 34,773,333 | $ 26,720,000 | $ 59,536,667 | $ 27,610,000 |
Warrants | ||||
Liabilities: | ||||
Derivative liabilities | 15,750,000 | 12,150,000 | 19,350,000 | 13,500,000 |
Private Placement Warrants | ||||
Liabilities: | ||||
Derivative liabilities | 12,833,333 | 9,900,000 | 15,766,667 | 11,000,000 |
Forward Purchase Agreements (FPAs) | ||||
Liabilities: | ||||
Derivative liabilities | 6,190,000 | $ 4,670,000 | 24,420,000 | $ 3,110,000 |
Fair Value, Recurring | ||||
Liabilities: | ||||
Derivative liabilities | 34,773,333 | 59,536,667 | ||
Fair Value, Recurring | Warrants | ||||
Liabilities: | ||||
Derivative liabilities | 15,750,000 | 19,350,000 | ||
Fair Value, Recurring | Private Placement Warrants | ||||
Liabilities: | ||||
Derivative liabilities | 12,833,333 | 15,766,667 | ||
Fair Value, Recurring | Forward Purchase Agreements (FPAs) | ||||
Liabilities: | ||||
Derivative liabilities | 6,190,000 | 24,420,000 | ||
Fair Value, Recurring | Fair Value, Inputs, Level 1 | ||||
Liabilities: | ||||
Derivative liabilities | 15,750,000 | 19,350,000 | ||
Fair Value, Recurring | Fair Value, Inputs, Level 1 | Warrants | ||||
Liabilities: | ||||
Derivative liabilities | 15,750,000 | 19,350,000 | ||
Fair Value, Recurring | Fair Value, Inputs, Level 1 | Private Placement Warrants | ||||
Liabilities: | ||||
Derivative liabilities | 0 | 0 | ||
Fair Value, Recurring | Fair Value, Inputs, Level 1 | Forward Purchase Agreements (FPAs) | ||||
Liabilities: | ||||
Derivative liabilities | 0 | 0 | ||
Fair Value, Recurring | Fair Value, Inputs, Level 2 | ||||
Liabilities: | ||||
Derivative liabilities | 12,833,333 | 15,766,667 | ||
Fair Value, Recurring | Fair Value, Inputs, Level 2 | Warrants | ||||
Liabilities: | ||||
Derivative liabilities | 0 | 0 | ||
Fair Value, Recurring | Fair Value, Inputs, Level 2 | Private Placement Warrants | ||||
Liabilities: | ||||
Derivative liabilities | 12,833,333 | 15,766,667 | ||
Fair Value, Recurring | Fair Value, Inputs, Level 2 | Forward Purchase Agreements (FPAs) | ||||
Liabilities: | ||||
Derivative liabilities | 0 | 0 | ||
Fair Value, Recurring | Fair Value, Inputs, Level 3 | ||||
Liabilities: | ||||
Derivative liabilities | 6,190,000 | 24,420,000 | ||
Fair Value, Recurring | Fair Value, Inputs, Level 3 | Warrants | ||||
Liabilities: | ||||
Derivative liabilities | 0 | 0 | ||
Fair Value, Recurring | Fair Value, Inputs, Level 3 | Private Placement Warrants | ||||
Liabilities: | ||||
Derivative liabilities | 0 | 0 | ||
Fair Value, Recurring | Fair Value, Inputs, Level 3 | Forward Purchase Agreements (FPAs) | ||||
Liabilities: | ||||
Derivative liabilities | $ 6,190,000 | $ 24,420,000 |
Fair Value Measurement - Sche_2
Fair Value Measurement - Schedule of Changes in Fair Value of Derivative Liabilities (Detail) - TPG Pace Tech Opportunities Corp [Member] - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Liabilities: | |||
Fair value at beginning | $ 26,720,000 | $ 59,536,667 | $ 27,610,000 |
Change in fair value | 8,053,333 | (24,763,334) | 31,926,667 |
Fair value at ending | 34,773,333 | 34,773,333 | 59,536,667 |
Warrants | |||
Liabilities: | |||
Fair value at beginning | 12,150,000 | 19,350,000 | 13,500,000 |
Change in fair value | 3,600,000 | (3,600,000) | 5,850,000 |
Fair value at ending | 15,750,000 | 15,750,000 | 19,350,000 |
Private Placement Warrants | |||
Liabilities: | |||
Fair value at beginning | 9,900,000 | 15,766,667 | 11,000,000 |
Change in fair value | 2,933,333 | (2,933,334) | 4,766,667 |
Fair value at ending | 12,833,333 | 12,833,333 | 15,766,667 |
Forward Purchase Agreements (FPAs) | |||
Liabilities: | |||
Fair value at beginning | 4,670,000 | 24,420,000 | 3,110,000 |
Change in fair value | 1,520,000 | (18,230,000) | 21,310,000 |
Fair value at ending | $ 6,190,000 | $ 6,190,000 | $ 24,420,000 |
Fair Value Measurement - Sche_3
Fair Value Measurement - Schedule of Changes in Fair Value of Financial Instruments Using Level 3 Inputs (Detail) - TPG Pace Tech Opportunities Corp [Member] - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended |
Oct. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2021 | |
Liabilities: | |||
Fair value at beginning | $ 4,670,000 | $ 24,420,000 | |
Change in fair value | $ 21,310,000 | 1,520,000 | (18,230,000) |
Fair value at ending | 24,420,000 | 6,190,000 | 6,190,000 |
Forward Purchase Agreements (FPAs) | |||
Liabilities: | |||
Fair value at beginning | 4,670,000 | 24,420,000 | |
Change in fair value | 21,310,000 | 1,520,000 | (18,230,000) |
Fair value at ending | $ 24,420,000 | $ 6,190,000 | $ 6,190,000 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Changes in Fair Value of Financial Instruments Using Level 3 Inputs (Detail) - TPG Pace Tech Opportunities Corp [Member] - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Oct. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Liabilities: | |||||
Fair value when issued (October 2020) | $ 27,610,000 | ||||
Change in fair value | 21,310,000 | $ 1,520,000 | $ (18,230,000) | ||
Transfers | (24,500,000) | ||||
Total | 24,420,000 | 6,190,000 | 6,190,000 | $ 4,670,000 | $ 24,420,000 |
Warrants | |||||
Liabilities: | |||||
Fair value when issued (October 2020) | 13,500,000 | ||||
Transfers | (13,500,000) | ||||
Forward Purchase Agreements (FPAs) | |||||
Liabilities: | |||||
Fair value when issued (October 2020) | 3,110,000 | ||||
Change in fair value | 21,310,000 | 1,520,000 | (18,230,000) | ||
Total | 24,420,000 | $ 6,190,000 | $ 6,190,000 | $ 4,670,000 | $ 24,420,000 |
Private Placement Warrants | |||||
Liabilities: | |||||
Fair value when issued (October 2020) | 11,000,000 | ||||
Transfers | $ (11,000,000) |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Detail) | Dec. 31, 2020USD ($) |
TPG Pace Tech Opportunities Corp [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Transfers between Level 2 and Level 1 | $ 0 |
Deferred Underwriting Compens_2
Deferred Underwriting Compensation (Details) - TPG Pace Tech Opportunities Corp [Member] - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Percentage of deferred discount on gross proceeds | 3.50% | 3.50% |
Deferred discount payable upon completion of business combination | $ 15,750,000 | $ 15,750,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Sep. 20, 2021 | Jan. 28, 2021 | Jan. 28, 2021 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2021 |
Subsequent Event [Line Items] | ||||||||
Ordinary shares, par value | $ 0.000001 | $ 0.000001 | $ 0.000001 | $ 0.000001 | ||||
Business combination, cash | $ 0 | $ 0 | $ 10,000,000 | |||||
TPG Pace Tech Opportunities Corp [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Business combination, aggregate consideration | $ 1,250,000,000 | |||||||
Business combination, cash payments in excess of amount available | $ 250,000,000 | |||||||
Business combination, equity consideration, per share | $ 10 | $ 10 | ||||||
Business combination, cash | $ 265,000,000 | |||||||
Gross proceeds from stock issued | $ 25,000 | $ 0 | ||||||
TPG Pace Tech Opportunities Corp [Member] | Waiver Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Shares agreed to forfeit | 2,000,000 | |||||||
Warrants agreed to forfeit | 2,444,444 | |||||||
TPG Pace Tech Opportunities Corp [Member] | Warrant [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Class of warrants price per share | 11.50 | $ 11.50 | ||||||
Ownership percentage | 90.00% | |||||||
TPG Pace Tech Opportunities Corp [Member] | Member Units [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Ownership percentage | 60.00% | |||||||
TPG Pace Tech Opportunities Corp [Member] | TPG Pace Tech Opportunities Sponsor, Series LLC [Member] | Warrant [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Class of warrants price per share | 11.50 | $ 11.50 | ||||||
TPG Pace Tech Opportunities Corp [Member] | Class B Common Stock | ||||||||
Subsequent Event [Line Items] | ||||||||
Ordinary shares, par value | 0.0001 | 0.0001 | ||||||
TPG Pace Tech Opportunities Corp [Member] | Class A Common Stock | ||||||||
Subsequent Event [Line Items] | ||||||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
TPG Pace Tech Opportunities Corp [Member] | Class A Common Stock | Subscription Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Newly issued shares | 15,000,000 | |||||||
Gross proceeds from stock issued | $ 150,000,000 | |||||||
TPG Pace Tech Opportunities Corp [Member] | Class A Common Stock | Waiver Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Shares agreed to forfeit if threshold not achieved | 4,000,000 | |||||||
Maximum [Member] | TPG Pace Tech Opportunities Corp [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Business combination, cash payments in excess of amount available | $ 388,200,000 | |||||||
Subsequent Event [Member] | Promissory Notes [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt instrument, decrease, forgiveness | $ 8,400,000 | |||||||
Subsequent Event [Member] | Accrued Interest [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt instrument, decrease, forgiveness | $ 100,000 | |||||||
Subsequent Event [Member] | TPG Pace Tech Opportunities Corp [Member] | Waiver Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Earn out consideration achievement of stock price threshold term | 5 years | |||||||
Shares agreed to forfeit | 2,000,000 | |||||||
Warrants agreed to forfeit | 2,444,444 | |||||||
Subsequent Event [Member] | TPG Pace Tech Opportunities Corp [Member] | Nerdy Merger Sub [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Business combination, aggregate consideration | $ 1,250,000,000 | |||||||
Business combination, cash payments in excess of amount available | $ 250,000,000 | |||||||
Business combination, equity consideration, per share | $ 10 | $ 10 | ||||||
Business combination, cash | $ 265,000 | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 4,000,000 | |||||||
Earn out consideration achievement of stock price threshold term | 5 years | |||||||
Subsequent Event [Member] | TPG Pace Tech Opportunities Corp [Member] | Warrant [Member] | Nerdy Merger Sub [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Ownership percentage | 90.00% | |||||||
Subsequent Event [Member] | TPG Pace Tech Opportunities Corp [Member] | Member Units [Member] | Nerdy Merger Sub [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Ownership percentage | 60.00% | |||||||
Subsequent Event [Member] | TPG Pace Tech Opportunities Corp [Member] | Nerdy [Member] | Warrant [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Class of warrants price per share | $ 11.50 | 11.50 | ||||||
Subsequent Event [Member] | TPG Pace Tech Opportunities Corp [Member] | Class B Common Stock | ||||||||
Subsequent Event [Line Items] | ||||||||
Ordinary shares, par value | 0.0001 | 0.0001 | ||||||
Subsequent Event [Member] | TPG Pace Tech Opportunities Corp [Member] | Class A Common Stock | ||||||||
Subsequent Event [Line Items] | ||||||||
Ordinary shares, par value | $ 0.0001 | 0.0001 | ||||||
Subsequent Event [Member] | TPG Pace Tech Opportunities Corp [Member] | Class A Common Stock | Subscription Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Newly issued shares | 15,000,000 | |||||||
Gross proceeds from stock issued | $ 150,000,000 | |||||||
Subsequent Event [Member] | TPG Pace Tech Opportunities Corp [Member] | Class A Common Stock | Waiver Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of shares for which right to receive is agreed to be waived | 15,000,000 | |||||||
Shares agreed to forfeit if threshold not achieved | 4,000,000 | |||||||
Subsequent Event [Member] | TPG Pace Tech Opportunities Corp [Member] | Class A Common Stock | TPG Pace Tech Opportunities Sponsor, Series LLC [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Class of warrants price per share | $ 11.50 | $ 11.50 | ||||||
Subsequent Event [Member] | Maximum [Member] | TPG Pace Tech Opportunities Corp [Member] | Nerdy Merger Sub [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Business combination, cash payments in excess of amount available | $ 388,200,000 | |||||||
Subsequent Event [Member] | General and Administrative Expense [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Expenditure recorded related to the transaction | $ 1,300,000 |