Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired: The audited financial statements of edX as of June 30, 2021 and for the year ended June 30, 2021 are filed as Exhibit 99.2 to this Amendment No. 1 and are incorporated herein by reference. The unaudited financial statements of edX as of September 30, 2021 and for the three months ended September 30, 2021 are filed as Exhibit 99.3 to this Amendment No. 1 and are incorporated herein by reference.

(b) Pro Forma Financial Information: The unaudited pro forma condensed combined financial information reflecting the Acquisition is filed as Exhibit 99.4 to this Amendment No. 1 and is incorporated herein by reference.



(d) Exhibits.



Exhibit
Number       Exhibit Description

23.1           Consent of PricewaterhouseCoopers LLP.

99.1*          Press Release issued by 2U, Inc., dated November 16, 2021.

99.2           Audited financial statements of edX as of June 30, 2021 and for the
             year ended June 30, 2021.

99.3           Unaudited financial statements of edX as of September 30, 2021 and
             for the three months ended September 30, 2021.

99.4           Unaudited pro forma condensed combined financial information.

104          Cover Page Interactive Data File (embedded with the Inline XBRL
             document).

* Filed with Initial Form 8-K and incorporated herein by reference.

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