NERDY INC.
101 S. Hanley Rd., Suite 300
St. Louis, Missouri 63105
VIA EDGAR
October 20, 2021
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Kathleen Krebs
Re: | Nerdy Inc. | |
Acceleration Request for Registration Statement on Form S-1 Filed October 15, 2021 | ||
File No. 333-260266 | ||
Acceleration Request | ||
Requested Date: Friday, October 22, 2021 | ||
Requested Time: 4:01 p.m., Eastern Time |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the Act), Nerdy Inc. (the Company) hereby requests that the effective date and time of the above-referenced registration statement (the Registration Statement) be accelerated to October 22, 2021, at 4:01 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.
Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP by calling Evyn W. Rabinowitz at (212) 459-7146. We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the effective date and time of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: Evyn W. Rabinowitz, by email to ERabinowitz@goodwinlaw.com or by facsimile to (212) 355-3333.
If you have any questions regarding this request, please contact Evyn W. Rabinowitz of Goodwin Procter LLP at (212) 459-7146.
Sincerely, |
NERDY INC. |
/s/ Christopher C. Swenson |
Christopher C. Swenson Chief Legal Officer and Corporate Secretary |
cc: | John M. Mutkoski, Goodwin Procter LLP | |
Evyn W. Rabinowitz, Goodwin Procter LLP |