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                           August 3, 2021

       Karl Peterson
       Non-Executive Chairman and Director
       TPG Pace Tech Opportunities Corp.
       301 Commerce St., Suite 3300
       Fort Worth, TX 76102

                                                        Re: TPG Pace Tech
Opportunities Corp.
                                                            Amendment No. 3 to
Registration Statement on Form S-4
                                                            Filed July 15, 2021
                                                            File No. 333-254485

       Dear Mr. Peterson:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our July
9, 2021 letter.

       Amendment No. 3 to Registration Statement on Form S-4

       Cover Page

   1.                                                   Please provide
prominent disclosure on the proxy statement/prospectus cover page that
                                                        highlights how the
business combination transaction could result in the combined
                                                        company acquiring a
minority ownership interest in Nerdy if redemptions exceed 52.2%
                                                        of TPG Pace   s public
shares. Provide a descriptive cross-reference to the pro forma
                                                        financial information
for the combined company that assumes a maximum redemption
                                                        scenario.
 Karl Peterson
FirstName  LastNameKarl Peterson
TPG Pace Tech  Opportunities Corp.
Comapany
August     NameTPG Pace Tech Opportunities Corp.
       3, 2021
August
Page 2 3, 2021 Page 2
FirstName LastName
Summary of the Proxy Statement/Prospectus
Organizational Structure, page 7

2.       We note your revised disclosure in response to prior comment 4. Please
revise to clarify
         what the aggregate percentages of voting power and economic interest
in Nerdy Inc. and
         Nerdy LLC for each equity holder group represents. Disclose, if true,
that the aggregate
         percentages represent the approximate ownership percentages of
outstanding Nerdy Inc.
         Class A Common Stock, assuming conversion of Class B Common Stock. In
this regard,
         we note the disclosure on page 87 regarding Mr. Cohn's beneficial
ownership of Class A
         Common Stock. Similarly revise your disclosure regarding the aggregate
voting power
         and economic interest in Nerdy Inc. held by Mr. Cohn.
3.       Please disclose whether the parties intend to ensure that TPG Pace
will acquire more than
         50% of OpCo's units and thus effective management and control over the
affairs and
         decision-making of Nerdy. In this regard, we note that:

                Nerdy equity holders may elect to receive either PubCo Class A
common stock or
              PubCo Class B common stock and a corresponding number of OpCo
units, and
                the recent amendment to the lock-up provision of the Business
Combination
              Agreement could encourage Nerdy holders to elect receiving PubCo
Class A
              common stock.

         Revise to discuss the potential elections and the impact on the
organizational ownership
         structure and accounting for the business combination if such
elections are made. Clarify
         who can make this election, whether there are any restrictions as to
how many Class A
         shares could be issued instead of Class B and OpCo Units, whether
there are any
         agreements or expectations for such elections, and at what point such
elections would be
         made and disclosed. In addition, disclose whether the Class A common
stock received
         would be on a one-for-one basis with what the holder would have
received as Class B
         common stock and OpCo Units.
Management of OpCo, page 31

4.       We note the revised disclosure in response to prior comment 5 and in
relation to revisions
         of the LLC Agreement. Regarding the designation of Non-PubCo Managers
by Charles
         Cohn, TCV VIII, and Davis VT LLC if Nerdy Inc. holds less than a
majority of OpCo
         Units, you disclose that each designates a Manager so long as they
remain a member.
         Please revise to clarify whether this provision is applicable even if
they held only one
         OpCo Unit. In addition, your disclosure regarding the annual vote for
electing Managers
         references Sections 6.1(b) and 6.4 of the LLC Agreement, but does not
describe the
         provisions. Please revise to explain any differences for the annual
election of Non-PubCo
         Managers if Nerdy Inc. holds the majority of outstanding OpCo Units
and if Nerdy Inc.
         holds less than a majority of the outstanding Units. Assuming Nerdy
Inc. holds less than a
         majority of the outstanding Units, disclose whether the Non-PubCo
Managers elected
 Karl Peterson
TPG Pace Tech Opportunities Corp.
August 3, 2021
Page 3
         annually would continue to be designated by Charles Cohn, TCV VII, and
Davis VT as
         long as each is an owner of OpCo Units.
The Business Combination Agreement , page 120

5.       Please disclose the details of the revisions to your post-business
combination governance
         structure entered into in connection with the March 2021 amendment to
the Business
         Combination Agreement amending the OpCo LLC Agreement.
Background of the Business Combination, page 145

6.       We note your response to prior comment 6. When discussing the
amendments to the
         Business Combination Agreement and OpCo LLC Agreement, please explain
in plain
         English the reasons for, and anticipated effects of, the changes to
the agreements both here
         and throughout the proxy statement/prospectus. For example,
             It appears the March 2021 revisions to the OpCo LLC Agreement may
have been to
             obtain a particular accounting treatment, but had other
consequences, such as the
             possibility that PubCo would not have effective management and
control over OpCo,
             would account for OpCo as an equity level investment and could be
considered an
             investment company;
             It appears that the July 2021 revisions to the OpCo LLC Agreement
were designed so
             that the company could rely on an exemption or safe harbor from
registering as an
             investment company; and
             It appears that the changes to the lock-up provisions of the
Business Combination
             Agreement were designed to facilitate PubCo obtaining over 50%
ownership of
             OpCo in the business combination by removing a barrier to Nerdy
equity holders
             electing to receive Class A shares instead of PubCo Class B shares
and corresponding
             OpCo.
General

7.     Disclose in the forefront of the proxy statement/prospectus that TPG
Pace represented in
       the prospectus for TPG Pace's initial public offering that it "will only
complete such
       business combination if the post-transaction company owns or acquires
50% or more of
       the outstanding voting securities of the target or otherwise acquires a
controlling interest
       in the target sufficient for it not to be required to register as an
investment company under
       the Investment Company Act of 1940, as amended.    Explain in plain
English why TPG
       Pace   s board believes the structure of the transaction complies with
this representation and
       qualifies as a business combination as contemplated in your initial
public offering.
       Address the potential for the combined company to own a minority
interest in and not
FirstName LastNameKarl Peterson
       control Nerdy and what it means for TPG Pace public shareholders who do
not redeem
Comapany
       theirNameTPG
             shares. ForPace  Tech Opportunities
                          example,                  Corp.
                                     disclose how the   resulting accounting
treatment will impact the
Augustlevel  of financial
        3, 2021  Page 3 information investors will receive about Nerdy.
FirstName LastName
 Karl Peterson
FirstName  LastNameKarl Peterson
TPG Pace Tech  Opportunities Corp.
Comapany
August     NameTPG Pace Tech Opportunities Corp.
       3, 2021
August
Page 4 3, 2021 Page 4
FirstName LastName
8.       We note your response to prior comment 8. In supplemental
correspondence, please
         provide a detailed analysis explaining how Nerdy Inc. is assured of
being able to rely on
         Rule 3a-1 at all times following the closing of the transaction. For
example, for all times
         that Nerdy LLC is not a majority-owned subsidiary of Nerdy Inc.,
please explain (i) how,
         in terms of the transferability of ownership interests and the
transferability of manager
         designation rights, there will not be an opportunity for Nerdy LLC to
be controlled
         primarily by a person or persons other than Nerdy Inc..; and (ii) how,
through its
         ownership of securities issued by Nerdy LLC, Nerdy Inc. will engage in
a business other
         than that of investing, reinvesting, owning, holding or trading in
securities. Please also
         confirm that Nerdy LLC will be operated in such a way, including with
respect to its
         holding of securities, that it would not be deemed an investment
company under Section
         3(a) of the 1940 Act. If it is possible that Nerdy LLC could be
controlled primarily by a
         person or persons other than Nerdy Inc., or it is possible that, at
any time, Nerdy Inc. will
         otherwise be unable to rely upon the safe harbor provided by Rule
3a-1, please add
         appropriate disclosure regarding the risk that Nerdy Inc. could be
deemed an investment
         company subject to registration and regulation under the 1940 Act.
        You may contact Joyce Sweeney, Senior Staff Accountant, at 202-551-3449
or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions
regarding comments
on the financial statements and related matters. Please contact Kathleen Krebs,
Special Counsel,
at (202) 551-3350 or Larry Spirgel, Office Chief, at 202-551-3815 with any
other questions.



                                                                Sincerely,

                                                                Division of
Corporation Finance
                                                                Office of
Technology
cc:      Sarah K. Morgan, Esq.