SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Nerdy Inc.
(Name of Issuer)
Class A common stock, par value $0.0001 per share
(Title of Class
of Securities)
64081V109
(CUSIP Number)
December 31, 2022
(Date of Event
Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
¨ Rule
13d-1(b)
¨ Rule
13d-1(c)
x Rule
13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
(Continued on following pages)
Page 1
of 10 Pages
Exhibit Index Contained on Page 9
| CUSIP
NO. 64081V109 |
13
G |
Page
2 of 25 |
| 1 |
NAME OF REPORTING PERSONS
Learn Capital Special Opportunities Fund X, L.P. (“LCSOF
X”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 |
SEC
USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
0
|
| 6 |
SHARED VOTING POWER
2,371,3031
|
| 7 |
SOLE DISPOSITIVE POWER
0
|
| 8 |
SHARED DISPOSITIVE POWER
2,371,3031
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,371,3031 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.5%2 |
| 12 |
TYPE OF REPORTING PERSON
PN |
| |
|
|
|
1 All such shares are held of record
by LCSOF X, except that Learn Capital Management X, LLC (“LCM X”), the general partner of LCSOF X, may be deemed to
have voting, investment and dispositive power with respect to these securities. Gregory V. Mauro and Robert J. Hutter are the managing
members of LCM X and may each be deemed to share voting, investment and dispositive power with respect to these securities.
2 Based on 93,241,837 shares of the
Issuer’s Class A common stock outstanding as of November 7, 2022, as disclosed in the Issuer’s quarterly report on Form 10-Q
for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 14, 2022.
| CUSIP
NO. 64081V109 |
13
G |
Page
3 of 25 |
| 1 |
NAME OF REPORTING PERSONS
Learn Capital Special Opportunities Fund XI, L.P. (“LCSOF
XI”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 |
SEC
USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
0
|
| 6 |
SHARED VOTING POWER
2,371,3031
|
| 7 |
SOLE DISPOSITIVE POWER
0
|
| 8 |
SHARED DISPOSITIVE POWER
2,371,3031
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,371,3031 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.5%2 |
| 12 |
TYPE OF REPORTING PERSON
PN |
| |
|
|
|
1 All such shares are held of record
by LCSOF XI, except that Learn Capital Management XI, LLC (“LCM XI”), the general partner of LCSOF XI, may be deemed
to have voting, investment and dispositive power with respect to these securities. Gregory V. Mauro and Robert J. Hutter are the managing
members of LCM XI and may each be deemed to share voting, investment and dispositive power with respect to these securities.
2 Based on 93,241,837 shares of the
Issuer’s Class A common stock outstanding as of November 7, 2022, as disclosed in the Issuer’s quarterly report on Form 10-Q
for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 14, 2022.
| CUSIP
NO. 64081V109 |
13
G |
Page
4 of 25 |
| 1 |
NAME OF REPORTING PERSONS
Learn Capital Special Opportunities Fund XII, L.P. (“LCSOF
XII”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 |
SEC
USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
0
|
| 6 |
SHARED VOTING POWER
1,541,3471
|
| 7 |
SOLE DISPOSITIVE POWER
0
|
| 8 |
SHARED DISPOSITIVE POWER
1,541,3471
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,541,3471 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.7%2 |
| 12 |
TYPE OF REPORTING PERSON
PN |
| |
|
|
|
1 All such shares are held of record
by LCSOF XII, except that Learn Capital Management XII, LLC (“LCM XII”), the general partner of LCSOF XII, may be
deemed to have voting, investment and dispositive power with respect to these securities. Gregory V. Mauro and Robert J. Hutter are the
managing members of LCM XII and may each be deemed to share voting, investment and dispositive power with respect to these securities.
2 Based on 93,241,837 shares of the
Issuer’s Class A common stock outstanding as of November 7, 2022, as disclosed in the Issuer’s quarterly report on Form 10-Q
for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 14, 2022.
| CUSIP
NO. 64081V109 |
13
G |
Page
5 of 25 |
| 1 |
NAME OF REPORTING PERSONS
Learn Capital Special Opportunities Fund XIII, L.P. (“LCSOF
XIII”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 |
SEC
USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
0
|
| 6 |
SHARED VOTING POWER
1,185,6521
|
| 7 |
SOLE DISPOSITIVE POWER
0
|
| 8 |
SHARED DISPOSITIVE POWER
1,185,6521
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,185,6521 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.3%2 |
| 12 |
TYPE OF REPORTING PERSON
PN |
| |
|
|
|
1 All such shares are held of record
by LCSOF XIII, except that Learn Capital Management XIII, LLC (“LCM XIII”), the general partner of LCSOF XIII, may
be deemed to have voting, investment and dispositive power with respect to these securities. Gregory V. Mauro and Robert J. Hutter are
the managing members of LCM XIII and may each be deemed to share voting, investment and dispositive power with respect to these securities.
2 Based on 93,241,837 shares of the
Issuer’s Class A common stock outstanding as of November 7, 2022, as disclosed in the Issuer’s quarterly report on Form 10-Q
for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 14, 2022.
| CUSIP
NO. 64081V109 |
13
G |
Page
6 of 25 |
| 1 |
NAME OF REPORTING PERSONS
Learn Capital Special Opportunities Fund XIV, L.P. (“LCSOF
XIV”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 |
SEC
USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
0
|
| 6 |
SHARED VOTING POWER
592,8251
|
| 7 |
SOLE DISPOSITIVE POWER
0
|
| 8 |
SHARED DISPOSITIVE POWER
592,8251
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
592,8251 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.6%2 |
| 12 |
TYPE OF REPORTING PERSON
PN |
| |
|
|
|
1 All such shares are held of record
by LCSOF XIV, except that Learn Capital Management XIV, LLC (“LCM XIV”), the general partner of LCSOF XIV, may be
deemed to have voting, investment and dispositive power with respect to these securities. Gregory V. Mauro and Robert J. Hutter are the
managing members of LCM XIV and may each be deemed to share voting, investment and dispositive power with respect to these securities.
2 Based on 93,241,837 shares of the
Issuer’s Class A common stock outstanding as of November 7, 2022, as disclosed in the Issuer’s quarterly report on Form 10-Q
for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 14, 2022.
| CUSIP
NO. 64081V109 |
13
G |
Page
7 of 25 |
| 1 |
NAME OF REPORTING PERSONS
Learn Capital Special Opportunities Fund XV, L.P. (“LCSOF
XV”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 |
SEC
USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
0
|
| 6 |
SHARED VOTING POWER
592,8251
|
| 7 |
SOLE DISPOSITIVE POWER
0
|
| 8 |
SHARED DISPOSITIVE POWER
592,8251
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
592,8251 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.6%2 |
| 12 |
TYPE OF REPORTING PERSON
PN |
| |
|
|
|
1 All such shares are held of record
by LCSOF XV, except that Learn Capital Management XV, LLC (“LCM XV”), the general partner of LCSOF XV, may be deemed
to have voting, investment and dispositive power with respect to these securities. Gregory V. Mauro and Robert J. Hutter are the managing
members of LCM XV and may each be deemed to share voting, investment and dispositive power with respect to these securities.
2 Based on 93,241,837 shares of the
Issuer’s Class A common stock outstanding as of November 7, 2022, as disclosed in the Issuer’s quarterly report on Form 10-Q
for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 14, 2022.
| CUSIP
NO. 64081V109 |
13
G |
Page
8 of 25 |
| 1 |
NAME OF REPORTING PERSONS
Learn Capital Special Opportunities Fund XVI, L.P. (“LCSOF
XVI”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 |
SEC
USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
0
|
| 6 |
SHARED VOTING POWER
237,1301
|
| 7 |
SOLE DISPOSITIVE POWER
0
|
| 8 |
SHARED DISPOSITIVE POWER
237,1301
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
237,1301 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.3%2 |
| 12 |
TYPE OF REPORTING PERSON
PN |
| |
|
|
|
1 All such shares are held of record
by LCSOF XVI, except that Learn Capital Management XVI, LLC (“LCM XVI”), the general partner of LCSOF XVI, may be
deemed to have voting, investment and dispositive power with respect to these securities. Gregory V. Mauro and Robert J. Hutter are the
managing members of LCM XVI and may each be deemed to share voting, investment and dispositive power with respect to these securities.
2 Based on 93,241,837 shares of the
Issuer’s Class A common stock outstanding as of November 7, 2022, as disclosed in the Issuer’s quarterly report on Form 10-Q
for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 14, 2022.
| CUSIP
NO. 64081V109 |
13
G |
Page
9 of 25 |
| 1 |
NAME OF REPORTING PERSONS
Learn Capital Management X, LLC (“LCM X”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 |
SEC
USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
0
|
| 6 |
SHARED VOTING POWER
2,371,3031
|
| 7 |
SOLE DISPOSITIVE POWER
0
|
| 8 |
SHARED DISPOSITIVE POWER
2,371,3031
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,371,3031 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.5%2 |
| 12 |
TYPE OF REPORTING PERSON
OO |
| |
|
|
|
1 All such shares are held of record
by LCSOF X. LCM X is the general partner of LCSOF X and may be deemed to have voting, investment and dispositive power with respect to
these securities. Gregory V. Mauro and Robert J. Hutter are the managing members of LCM X and may each be deemed to share voting, investment
and dispositive power with respect to these securities.
2 Based on 93,241,837 shares of the
Issuer’s Class A common stock outstanding as of November 7, 2022, as disclosed in the Issuer’s quarterly report on Form 10-Q
for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 14, 2022.
| CUSIP
NO. 64081V109 |
13
G |
Page
10 of 25 |
| 1 |
NAME OF REPORTING PERSONS
Learn Capital Management XI, LLC (“LCM XI”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 |
SEC
USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
0
|
| 6 |
SHARED VOTING POWER
2,371,3031
|
| 7 |
SOLE DISPOSITIVE POWER
0
|
| 8 |
SHARED DISPOSITIVE POWER
2,371,3031
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,371,3031 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.5%2 |
| 12 |
TYPE OF REPORTING PERSON
OO |
| |
|
|
|
1 All such shares are held of record
by LCSOF XI. LCM XI is the general partner of LCSOF XI and may be deemed to have voting, investment and dispositive power with respect
to these securities. Gregory V. Mauro and Robert J. Hutter are the managing members of LCM XI and may each be deemed to share voting,
investment and dispositive power with respect to these securities.
2 Based on 93,241,837 shares of the
Issuer’s Class A common stock outstanding as of November 7, 2022, as disclosed in the Issuer’s quarterly report on Form 10-Q
for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 14, 2022.
| CUSIP
NO. 64081V109 |
13
G |
Page
11 of 25 |
| 1 |
NAME OF REPORTING PERSONS
Learn Capital Management XII, LLC (“LCM XII”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 |
SEC
USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
0
|
| 6 |
SHARED VOTING POWER
1,541,3471
|
| 7 |
SOLE DISPOSITIVE POWER
0
|
| 8 |
SHARED DISPOSITIVE POWER
1,541,3471
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,541,3471 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.7%2 |
| 12 |
TYPE OF REPORTING PERSON
OO |
| |
|
|
|
1 All such shares are held of record
by LCSOF XII. LCM XII is the general partner of LCSOF XII and may be deemed to have voting, investment and dispositive power with respect
to these securities. Gregory V. Mauro and Robert J. Hutter are the managing members of LCM XII and may each be deemed to share voting,
investment and dispositive power with respect to these securities.
2 Based on 93,241,837 shares of the
Issuer’s Class A common stock outstanding as of November 7, 2022, as disclosed in the Issuer’s quarterly report on Form 10-Q
for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 14, 2022.
| CUSIP
NO. 64081V109 |
13
G |
Page
12 of 25 |
| 1 |
NAME OF REPORTING PERSONS
Learn Capital Management XIII, LLC (“LCM XIII”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 |
SEC
USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
0
|
| 6 |
SHARED VOTING POWER
1,185,6521
|
| 7 |
SOLE DISPOSITIVE POWER
0
|
| 8 |
SHARED DISPOSITIVE POWER
1,185,6521
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,185,6521 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.3%2 |
| 12 |
TYPE OF REPORTING PERSON
OO |
| |
|
|
|
1 All such shares are held of record
by LCSOF XIII. LCM XIII is the general partner of LCSOF XIII and may be deemed to have voting, investment and dispositive power with
respect to these securities. Gregory V. Mauro and Robert J. Hutter are the managing members of LCM XIII and may each be deemed to share
voting, investment and dispositive power with respect to these securities.
2 Based on 93,241,837 shares of the
Issuer’s Class A common stock outstanding as of November 7, 2022, as disclosed in the Issuer’s quarterly report on Form 10-Q
for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 14, 2022.
| CUSIP
NO. 64081V109 |
13
G |
Page
13 of 25 |
| 1 |
NAME OF REPORTING PERSONS
Learn Capital Management XIV, LLC (“LCM XIV”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 |
SEC
USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
0
|
| 6 |
SHARED VOTING POWER
592,8251
|
| 7 |
SOLE DISPOSITIVE POWER
0
|
| 8 |
SHARED DISPOSITIVE POWER
592,8251
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
592,8251 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.6%2 |
| 12 |
TYPE OF REPORTING PERSON
OO |
| |
|
|
|
1 All such shares are held of record
by LCSOF XIV. LCM XIV is the general partner of LCSOF XIV and may be deemed to have voting, investment and dispositive power with respect
to these securities. Gregory V. Mauro and Robert J. Hutter are the managing members of LCM XIV and may each be deemed to share voting,
investment and dispositive power with respect to these securities.
2 Based on 93,241,837 shares of the
Issuer’s Class A common stock outstanding as of November 7, 2022, as disclosed in the Issuer’s quarterly report on Form 10-Q
for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 14, 2022.
| CUSIP
NO. 64081V109 |
13
G |
Page
14 of 25 |
| 1 |
NAME OF REPORTING PERSONS
Learn Capital Management XV, LLC (“LCM XV”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 |
SEC
USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
0
|
| 6 |
SHARED VOTING POWER
592,8251
|
| 7 |
SOLE DISPOSITIVE POWER
0
|
| 8 |
SHARED DISPOSITIVE POWER
592,8251
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
592,8251 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.6%2 |
| 12 |
TYPE OF REPORTING PERSON
OO |
| |
|
|
|
1 All such shares are held of record
by LCSOF XV. LCM XV is the general partner of LCSOF XV and may be deemed to have voting, investment and dispositive power with respect
to these securities. Gregory V. Mauro and Robert J. Hutter are the managing members of LCM XV and may each be deemed to share voting,
investment and dispositive power with respect to these securities.
2 Based on 93,241,837 shares of the
Issuer’s Class A common stock outstanding as of November 7, 2022, as disclosed in the Issuer’s quarterly report on Form 10-Q
for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 14, 2022.
| CUSIP
NO. 64081V109 |
13
G |
Page
15 of 25 |
| 1 |
NAME OF REPORTING PERSONS
Learn Capital Management XVI, LLC (“LCM XVI”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 |
SEC
USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
0
|
| 6 |
SHARED VOTING POWER
237,1301
|
| 7 |
SOLE DISPOSITIVE POWER
0
|
| 8 |
SHARED DISPOSITIVE POWER
237,1301
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
237,1301 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.3%2 |
| 12 |
TYPE OF REPORTING PERSON
OO |
| |
|
|
|
1 All such shares are held of record
by LCSOF XVI. LCM XVI is the general partner of LCSOF XVI and may be deemed to have voting, investment and dispositive power with respect
to these securities. Gregory V. Mauro and Robert J. Hutter are the managing members of LCM XVI and may each be deemed to share voting,
investment and dispositive power with respect to these securities.
2 Based on 93,241,837 shares of the
Issuer’s Class A common stock outstanding as of November 7, 2022, as disclosed in the Issuer’s quarterly report on Form 10-Q
for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 14, 2022.
| CUSIP
NO. 64081V109 |
13
G |
Page
16 of 25 |
| 1 |
NAME OF REPORTING PERSONS
Gregory V. Mauro (“Mauro”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 |
SEC
USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
0
|
| 6 |
SHARED VOTING POWER
8,892,3851
|
| 7 |
SOLE DISPOSITIVE POWER
0
|
| 8 |
SHARED DISPOSITIVE POWER
8,892,3851
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
8,892,3851 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.5%2 |
| 12 |
TYPE OF REPORTING PERSON
IN |
| |
|
|
|
1 All such shares are held of record
by LCSOF X, LCSOF XI, LCSOF XII, LCSOF XIII, LCSOF XIV, LCSOF XF and LCSOF XVI. Mauro is a managing member of LCM X, LCM XI, LCM XII,
LCM XIII, LCM XIV, LCM XV and LCM XVI, and may be deemed to have shared power to dispose of these shares
2 Based on 93,241,837 shares of the Issuer’s Class
A common stock outstanding as of November 7, 2022, as disclosed in the Issuer’s quarterly report on Form 10-Q for the quarter ended
September 30, 2022, filed with the Securities and Exchange Commission on November 14, 2022.
| CUSIP
NO. 64081V109 |
13
G |
Page
17 of 25 |
| 1 |
NAME OF REPORTING PERSONS
Robert J. Hutter (“Hutter”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 |
SEC
USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
0
|
| 6 |
SHARED VOTING POWER
8,892,3851
|
| 7 |
SOLE DISPOSITIVE POWER
0
|
| 8 |
SHARED DISPOSITIVE POWER
8,892,3851
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
8,892,3851 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.5%2 |
| 12 |
TYPE OF REPORTING PERSON
IN |
| |
|
|
|
1 All such shares are held of record
by LCSOF X, LCSOF XI, LCSOF XII, LCSOF XIII, LCSOF XIV, LCSOF XF and LCSOF XVI. Hutter is a managing member of LCM X, LCM XI, LCM XII,
LCM XIII, LCM XIV, LCM XV and LCM XVI, and may be deemed to have shared power to dispose of these shares.
2 Based on 93,241,837 shares of the Issuer’s Class
A common stock outstanding as of November 7, 2022, as disclosed in the Issuer’s quarterly report on Form 10-Q for the quarter ended
September 30, 2022, filed with the Securities and Exchange Commission on November 14, 2022.
| CUSIP
NO. 64081V109 |
13
G |
Page
18 of 25 |
Introductory Note: This Amendment No.
1 (“Amendment No. 1”) amends the Schedule 13G initially filed with the United States Securities and Exchange Commission on
February 14, 2022 (the “Original Schedule 13G”) by the Reporting Persons. The “Reporting Persons” are collectively,
Learn Capital Special Opportunities Fund X, L.P., a Delaware limited partnership (“LCSOF X”), Learn Capital Special
Opportunities Fund XI, L.P., a Delaware limited partnership (“LCSOF XI”), Learn Capital Special Opportunities Fund
XII, L.P., a Delaware limited partnership (“LCSOF XII”), Learn Capital Special Opportunities Fund XIII, L.P., a Delaware
limited partnership (“LCSOF XIII”), Learn Capital Special Opportunities Fund XIV, L.P., a Delaware limited partnership
(“LCSOF XIV”), Learn Capital Special Opportunities Fund XV, L.P., a Delaware limited partnership (“LCSOF
XV”), Learn Capital Special Opportunities Fund XVI, L.P., a Delaware limited partnership (“LCSOF XVI”),
Learn Capital Management X, LLC (“LCM X”), Learn Capital Management XI, LLC (“LCM XI”), Learn Capital
Management XII, LLC (“LCM XII”), Learn Capital Management XIII, LLC (“LCM XIII”), Learn Capital
Management XIV, LLC (“LCM XIV”), Learn Capital Management XV, LLC (“LCM XV”), Learn Capital Management
XVI, LLC (“LCM XVI”), Gregory V. Mauro (“Mauro”) and Robert J. Hutter (“Hutter”).
Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13G remain unchanged. Information
given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined
in this Amendment No. 1 have the meanings ascribed to them in the Original Schedule 13G.
| ITEM 2(B). | ADDRESS
OF PRINCIPAL BUSINESS OFFICE
|
The address for each of the Reporting Persons is:
Learn Capital, Ltd.
1809 Pearl Street
Austin, TX 78701
| ITEM 4. | OWNERSHIP
The following information
with respect to the beneficial ownership of the Common Stock of the Issuer by the Reporting
Persons is provided as of December 31, 2022. |
| CUSIP
NO. 64081V109 |
13
G |
Page
19 of 25 |
| (a) | Amount beneficially owned:
See Row 9 of cover page for each Reporting Person. |
| (b) | Percent of Class:
See Row 11 of cover page for each Reporting Person. |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote:
See Row 5 of cover page for each Reporting Person. |
| (ii) | Shared power to vote or to direct the vote: |
See Row 6 of cover page for each Reporting
Person.
| (iii) | Sole power to dispose or to direct the disposition of: |
See Row 7 of cover page for each Reporting
Person.
| (iv) | Shared power to dispose or to direct the disposition of:
See Row 8 of cover page for each Reporting Person. |
| CUSIP
NO. 64081V109 |
13
G |
Page
20 of 25 |
SIGNATURES
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2023
| |
Learn Capital Special Opportunities Fund X, L.P. |
| |
|
|
|
| |
By: Learn Capital Management X, LLC |
| |
Its: General Partner |
| |
|
|
|
| |
By: |
/s/ Robert J. Hutter |
| |
|
Robert J. Hutter, Managing Member |
| |
|
|
|
| |
|
|
|
| |
Learn Capital Management X, LLC |
| |
|
|
|
| |
By: |
/s/ Robert J. Hutter |
| |
|
Robert J. Hutter, Managing Member |
| |
|
|
|
| |
|
|
|
| |
Learn Capital Special Opportunities Fund XI,
L.P. |
| |
|
|
|
| |
By: Learn Capital Management XI, LLC |
| |
Its: General Partner |
| |
|
|
|
| |
By: |
/s/ Robert J. Hutter |
| |
|
Robert J. Hutter, Managing Member |
| |
|
|
|
| |
|
|
|
| |
Learn Capital Management XI, LLC |
| |
|
|
|
| |
By: |
/s/ Robert J. Hutter |
| |
|
Robert J. Hutter, Managing Member |
| |
|
|
|
| |
|
|
|
| |
Learn Capital Special Opportunities Fund XII,
L.P. |
| |
|
|
|
| |
By: Learn Capital Management XII, LLC |
| |
Its: General Partner |
| |
|
|
|
| |
By: |
/s/ Robert J. Hutter |
| |
|
Robert J. Hutter, Managing Member |
| |
|
|
|
| |
|
|
|
| |
Learn Capital Management XII, LLC |
| |
|
|
|
| |
By: |
/s/ Robert J. Hutter |
| |
|
Robert J. Hutter, Managing Member |
| |
|
|
|
| |
|
|
|
| |
Learn Capital Special Opportunities Fund XIII,
L.P. |
| |
|
|
|
| |
By: Learn Capital Management XIII, LLC |
| |
Its: General Partner |
| |
|
|
|
| |
By: |
/s/ Robert J. Hutter |
| |
|
Robert J. Hutter, Managing Member |
| CUSIP
NO. 64081V109 |
13
G |
Page
21 of 25 |
| |
Learn Capital Management XIII, LLC |
| |
|
|
| |
By: |
/s/ Robert J. Hutter |
| |
|
Robert J. Hutter, Managing Member |
| |
|
|
| |
|
|
| |
Learn Capital Special Opportunities Fund XIV,
L.P. |
| |
|
|
| |
By: Learn Capital Management XIV, LLC |
| |
Its: General Partner |
| |
|
|
| |
By: |
/s/ Robert J. Hutter |
| |
|
Robert J. Hutter, Managing Member |
| |
|
|
| |
|
|
| |
Learn Capital Management XIV, LLC |
| |
|
|
| |
By: |
/s/ Robert J. Hutter |
| |
|
Robert J. Hutter, Managing Member |
| |
|
|
| |
|
|
| |
Learn Capital Special Opportunities Fund XV,
L.P. |
| |
|
|
| |
By: Learn Capital Management XV, LLC |
| |
Its: General Partner |
| |
|
|
| |
By: |
/s/ Robert J. Hutter |
| |
|
Robert J. Hutter, Managing Member |
| |
|
|
| |
|
|
| |
Learn Capital Management XV, LLC |
| |
|
|
| |
By: |
/s/ Robert J. Hutter |
| |
|
Robert J. Hutter, Managing Member |
| |
|
|
| |
|
|
| |
Learn Capital Special Opportunities Fund XVI,
L.P. |
| |
|
|
| |
By: Learn Capital Management XVI, LLC |
| |
Its: General Partner |
| |
|
|
| |
By: |
/s/ Robert J. Hutter |
| |
|
Robert J. Hutter, Managing Member |
| |
|
|
| |
|
|
| |
Learn Capital Management XVI, LLC |
| |
|
|
| |
By: |
/s/ Robert J. Hutter |
| |
|
Robert J. Hutter, Managing Member |
| |
|
|
| |
|
|
| |
Gregory V. Mauro |
| |
|
|
| |
/s/ Gregory V. Mauro |
| |
|
|
| |
|
|
| |
Robert J. Hutter |
| |
|
|
| |
/s/ Robert J. Hutter |
| CUSIP
NO. 64081V109 |
13
G |
Page
22 of 25 |
EXHIBIT INDEX
| |
Found on
Sequentially |
| Exhibit |
Numbered Page |
| |
|
| Exhibit A: Agreement of Joint Filing |
23 |
| CUSIP
NO. 64081V109 |
13
G |
Page
23 of 25 |
exhibit A
Agreement of Joint Filing
The undersigned hereby agree
that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Cyngn Inc. shall be filed on behalf of each of
the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Date: February 14, 2023
| |
Learn Capital Special Opportunities Fund X, L.P. |
| |
|
|
| |
By: Learn Capital Management X, LLC |
| |
Its: General Partner |
| |
|
|
| |
By: |
/s/ Robert J. Hutter |
| |
|
Robert J. Hutter, Managing Member |
| |
|
|
| |
|
|
| |
Learn Capital Management X, LLC |
| |
|
|
| |
By: |
/s/ Robert J. Hutter |
| |
|
Robert J. Hutter, Managing Member |
| |
|
|
| |
|
|
| |
Learn Capital Special Opportunities Fund XI,
L.P. |
| |
|
|
| |
By: Learn Capital Management XI, LLC |
| |
Its: General Partner |
| |
|
|
| |
By: |
/s/ Robert J. Hutter |
| |
|
Robert J. Hutter, Managing Member |
| |
|
|
| |
|
|
| |
Learn Capital Management XI, LLC |
| |
|
|
| |
By: |
/s/ Robert J. Hutter |
| |
|
Robert J. Hutter, Managing Member |
| |
|
|
| |
|
|
| |
Learn Capital Special Opportunities Fund XII,
L.P. |
| |
|
|
| |
By: Learn Capital Management XII, LLC |
| |
Its: General Partner |
| |
|
|
| |
By: |
/s/ Robert J. Hutter |
| |
|
Robert J. Hutter, Managing Member |
| |
|
|
| |
|
|
| |
Learn Capital Management XII, LLC |
| |
|
|
| |
By: |
/s/ Robert J. Hutter |
| |
|
Robert J. Hutter, Managing Member |
| |
|
|
| |
|
|
| |
Learn Capital Special Opportunities Fund XIII,
L.P. |
| |
|
|
| |
By: Learn Capital Management XIII, LLC |
| |
Its: General Partner |
| |
|
|
| |
By: |
/s/ Robert J. Hutter |
| |
|
Robert J. Hutter, Managing Member |
| CUSIP
NO. 64081V109 |
13
G |
Page
24 of 25 |
| |
Learn Capital Management XIII, LLC |
| |
|
|
| |
By: |
/s/ Robert J. Hutter |
| |
|
Robert J. Hutter, Managing Member |
| |
|
|
| |
|
|
| |
Learn Capital Special Opportunities Fund XIV,
L.P. |
| |
|
|
| |
By: Learn Capital Management XIV, LLC |
| |
Its: General Partner |
| |
|
|
| |
By: |
/s/ Robert J. Hutter |
| |
|
Robert J. Hutter, Managing Member |
| |
|
|
| |
|
|
| |
Learn Capital Management XIV, LLC |
| |
|
|
| |
By: |
/s/ Robert J. Hutter |
| |
|
Robert J. Hutter, Managing Member |
| |
|
|
| |
|
|
| |
Learn Capital Special Opportunities Fund XV,
L.P. |
| |
|
|
| |
By: Learn Capital Management XV, LLC |
| |
Its: General Partner |
| |
|
|
| |
By: |
/s/ Robert J. Hutter |
| |
|
Robert J. Hutter, Managing Member |
| |
|
|
| |
|
|
| |
Learn Capital Management XV, LLC |
| |
|
|
| |
By: |
/s/ Robert J. Hutter |
| |
|
Robert J. Hutter, Managing Member |
| |
|
|
| |
|
|
| |
Learn Capital Special Opportunities Fund XVI,
L.P. |
| |
|
|
| |
By: Learn Capital Management XVI, LLC |
| |
Its: General Partner |
| |
|
|
| |
By: |
/s/ Robert J. Hutter |
| |
|
Robert J. Hutter, Managing Member |
| |
|
|
| |
|
|
| |
Learn Capital Management XVI, LLC |
| |
|
|
| |
By: |
/s/ Robert J. Hutter |
| |
|
Robert J. Hutter, Managing Member |
| |
|
|
| |
|
|
| |
Gregory V. Mauro |
| |
|
|
| |
/s/ Gregory V. Mauro |
| CUSIP
NO. 64081V109 |
13
G |
Page
25 of 25 |
| |
Robert J. Hutter |
| |
|
| |
/s/ Robert
J. Hutter |
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