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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to TuSimple Holdings Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| December 16, 2024 |
EX-99.5 6 ex995to13d14283002112724.htm NOVEMBER LETTER Exhibit 99.5 TuSimple Co-Founder and Largest Investor Sends Letter to the Board of Directors Demanding Immediate Liquidation of the Company Announces Legal Actions to Protect Shareholders’ Investment and Intent to Withhold Support on ALL Proposals at the Upcoming Annual Meeting Since Mo Chen and Cheng Lu Assumed Leadership: TuSimple's Share Va |
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| December 16, 2024 |
EX-99.3 4 ex993to13d14283002112724.htm DELAWARE ACTION Exhibit 99.3 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE WHITE MARBLE LLC a limited liability company organized in Delaware and beneficially owned by Dr. Xiaodi Hou, and WHITE MARBLE INTERNATIONAL LIMITED, a company incorporated in Samoa and beneficially owned by Dr. Xiaodi Hou, Plaintiffs, v. MO CHEN and TUSIMPLE HOLDINGS, INC., Defenda |
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| December 16, 2024 |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE EX-99.4 5 ex994to13d14283002112724.htm DELAWARE SQO IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE WHITE MARBLE LLC, a limited liability company organized in Delaware and beneficially owned By Dr. Xiaodi Hou, and WHITE MARBLE INTERNAITONAL LIMITED, a company incorporated in Samoa and beneficially owned by Dr. Xiaodi Hou,, Plaintiffs, v. MO CHEN and TUSIMPLE Holdings, Inc., Defendants. ) ) ) ) ) |
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| December 16, 2024 |
EX-99.2 3 ex992to13d14283002112724.htm BOOKS AND RECORDS DEMAND mwe.com Ashley R. Altschuler Attorney at Law [email protected] +1 302 485 3910 November 12, 2024 VIA FEDEX AND HAND DELIVERY Board of Directors TuSimple Holdings Inc. c/o General Counsel’s Office 9191 Towne Centre Drive, Suite 150 San Diego, CA 92122 TuSimple Holdings, Inc. c/o Corporation Service Company 251 Little Falls Dr. Wilmin |
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| December 16, 2024 |
EX-99.6 7 ex996to13d14283002112724.htm DECEMBER LETTER TuSimple Co-Founder and Largest Investor Issues Letter to Stockholders Votes 29.7% Voting Stake AGAINST Staggered Board Proposal and Re-Election of all Non-CFIUS Directors at Upcoming Annual Meeting Notes Leading Proxy Advisory Firms ISS and Glass Lewis Highlighted that Staggered Board Proposal is Not in Stockholders’ Best Interests Demands th |
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| December 16, 2024 |
TSPH / TuSimple Holdings Inc. / Hou Xiaodi - THE SCHEDULE 13D Activist Investment SC 13D 1 sc13d1428300211272024.htm THE SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )1 TuSimple Holdings Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of |
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| December 16, 2024 |
EX-99.7 8 ex997to13d14283002112724.htm JOINT FILING AGREEMENT, DATED DECEMBER 16, 2024 Exhibit 99.7 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the Class A Comm |
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| November 13, 2024 |
TSPH / TuSimple Holdings Inc. / Chen Mo - SC 13D/A Activist Investment SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) (Amendment No. 3) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (a) TuSimple Holdings Inc. (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of Securities) 90089L108 (CUSIP Number) Mo Chen 3282 Ki |
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| August 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15/A CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40326 TuSimple Holdings Inc. (Exact name of registrant as specified in |
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| May 30, 2024 |
EX-99.1 2 ex99-1.htm Exhibit 99.1 JOINT FILING AGREEMENT This JOINT FILING AGREEMENT is entered into as of March 21, 2024, by and among the signatories hereto. The undersigned hereby agree that the Statement on Schedule 13D with respect to the shares of Common Stock of TuSimple Holdings Inc., and any amendment thereafter signed by each of the undersigned shall be, filed on behalf of each undersign |
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| May 30, 2024 |
TSPH / TuSimple Holdings Inc. / Camac Partners, LLC Activist Investment SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 2) Under the Securities Exchange Act of 1934 TuSimple Holdings Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 90089L108 (CUSIP Number) Eric Shahinian Camac Partners, LLC 350 Park Avenue, 13th Floor New York, NY 10022 914-629-8496 (Name, Address and Teleph |
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| May 30, 2024 |
EX-99.2 3 ex99-2.htm Exhibit 99.2 |
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| April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15/A CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40326 TuSimple Holdings Inc. (Exact name of registrant as specified in |
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| April 9, 2024 |
TSPH / TuSimple Holdings Inc. / Chen Mo - SC 13D/A Activist Investment SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) (Amendment No. 2) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (a) TuSimple Holdings Inc. (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of Securities) 90089L108 (CUSIP Number) Mo Chen 3282 Ki |
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| April 9, 2024 |
AMENDED AND RESTATED COOPERATION AGREEMENT EX-99.5 2 d811657dex995.htm EX-99.5 Exhibit 99.5 Execution Version AMENDED AND RESTATED COOPERATION AGREEMENT This Amended and Restated Cooperation Agreement, dated as of April 3, 2024 (this “Agreement”), is by and among TuSimple Holdings Inc. (the “Company”) and Mo Chen (“Executive”). WHEREAS, as of the Effective Date (as defined below), Executive serves as the Executive Chairman of the board of |
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| March 22, 2024 |
TSPH / TuSimple Holdings Inc. / Camac Partners, LLC Activist Investment SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 TuSimple Holdings Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 90089L108 (CUSIP Number) Eric Shahinian Camac Partners, LLC 350 Park Avenue, 13th Floor New York, NY 10022 914-629-8496 (Name, Address and Teleph |
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| March 22, 2024 |
EX-99.1 2 ex99-1.htm Exhibit 99.1 JOINT FILING AGREEMENT This JOINT FILING AGREEMENT is entered into as of March 21, 2024, by and among the signatories hereto. The undersigned hereby agree that the Statement on Schedule 13D with respect to the shares of Common Stock of TuSimple Holdings Inc., and any amendment thereafter signed by each of the undersigned shall be, filed on behalf of each undersign |
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| March 21, 2024 |
EX-99.1 2 ex99-1.htm Exhibit 99.1 JOINT FILING AGREEMENT This JOINT FILING AGREEMENT is entered into as of December 30, 2019, by and among the signatories hereto. The undersigned hereby agree that the Statement on Schedule 13D with respect to the shares of Common Stock of Forte Biosciences, Inc., and any amendment thereafter signed by each of the undersigned shall be, filed on behalf of each under |
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| March 21, 2024 |
TSPH / TuSimple Holdings Inc. / Camac Partners, LLC Activist Investment SC 13D 1 formsc13d.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 TuSimple Holdings Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 90089L108 (CUSIP Number) Eric Shahinian Camac Partners, LLC 350 Park Avenue, 13th Floor New York, NY 10022 914-629-8496 (Name, Address and Telephone Number of Person |
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| February 13, 2024 |
TSP / TuSimple Holdings Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: TuSimple Holdings, Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 90089L108 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule |
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| February 8, 2024 |
As filed with the Securities and Exchange Commission on February 8, 2024 As filed with the Securities and Exchange Commission on February 8, 2024 Registration No. |
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| February 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40326 TuSimple Holdings Inc. (Exact name of registrant as specified in i |
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| January 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2024 TuSimple Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40326 86-2341575 (State or other jurisdiction of incorporation) (Commission |
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| January 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-40326 TuSimple Holdings Inc. The Nasdaq Stock Market LLC (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered) 91 |
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| January 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2024 TuSimple Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40326 86-2341575 (State or other jurisdiction of incorporation) (Commission |
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| January 17, 2024 |
TSP / TuSimple Holdings Inc. / Chen Mo - SC 13D/A Activist Investment SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) (Amendment No. 1) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (a) TuSimple Holdings Inc. (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of Securities) 90089L108 (CUSIP Number) Mo Chen 3282 Ki |
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| January 17, 2024 |
EX-99.4 2 d716759dex994.htm EX-99.4 Exhibit 99.4 COOPERATION AGREEMENT This Cooperation Agreement, dated as of January 16, 2024 (this “Agreement”), is by and among TuSimple Holdings Inc. (the “Company”) and Mo Chen (“Executive”). WHEREAS, as of the date hereof, Executive serves as the Executive Chairman of the board of directors of the Company (the “Board”) and, together with his Family Members an |
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| January 17, 2024 |
FIRST AMENDMENT TO AMENDED AND RESTATED BYLAWS TUSIMPLE HOLDINGS INC. Adopted: January 15, 2024 EX-3.1 Exhibit 3.1 FIRST AMENDMENT TO AMENDED AND RESTATED BYLAWS OF TUSIMPLE HOLDINGS INC. Adopted: January 15, 2024 The Amended and Restated Bylaws of TuSimple Holdings Inc., a Delaware corporation (the “Company”), effective April 14, 2021 (the “Bylaws”), are hereby amended, effective as of January 15, 2024, as follows: 1. A new Section 1.15, which states as follows, is hereby added to the Bylaw |
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| January 17, 2024 |
TuSimple Announces Intention to Delist from Nasdaq EX-99.1 Exhibit 99.1 TuSimple Announces Intention to Delist from Nasdaq SAN DIEGO, Jan. 17, 2024/PRNewswire/ - TuSimple (Nasdaq: TSP) (the “Company”) today announced its decision to voluntarily delist the Company’s common stock from The Nasdaq Stock Market LLC (“Nasdaq”) and to terminate the registration of its common stock with the Securities and Exchange Commission (the “SEC”). The decision to d |
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| January 17, 2024 |
EX-10.1 Exhibit 10.1 COOPERATION AGREEMENT This Cooperation Agreement, dated as of January 16, 2024 (this “Agreement”), is by and among TuSimple Holdings Inc. (the “Company”) and Mo Chen (“Executive”). WHEREAS, as of the date hereof, Executive serves as the Executive Chairman of the board of directors of the Company (the “Board”) and, together with his Family Members and Affiliates and other parti |
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| December 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2023 TuSimple Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40326 86-2341575 (State or other jurisdiction of incorporation) (Commissio |
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| December 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2023 TuSimple Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40326 86-2341575 (State or other jurisdiction of incorporation) (Commissio |
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| November 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2023 TuSimple Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40326 86-2341575 (State or other jurisdiction of incorporation) (Commissio |
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| November 9, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2023 TuSimple Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40326 86-2341575 (State or other jurisdiction of incorporation) (Commission |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40326 TuSimple Holdings Inc. |
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| November 9, 2023 |
1 TuSimple Announces Third Quarter 2023 Results Business Highlights ● Released the results of a fuel efficiency study in the U. |
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| October 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| October 30, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D |
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| September 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2023 TuSimple Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40326 86-2341575 (State or other jurisdiction of incorporation) (Commissi |
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| September 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40326 TuSimple Holdings Inc. |
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| September 27, 2023 |
1 TuSimple Announces First Half 2023 Results Financial Highlights ● Restructured the company’s operations with the aim to better align capital spending with overall industry readiness and incurred charges of $10. |
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| September 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 27, 2023 TuSimple Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40326 86-2341575 (State or other jurisdiction of incorporation) (Commissi |
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| September 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40326 TuSimple Holdings Inc. |
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| September 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40326 TuSimp |
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| September 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40326 TuSimple Holdings Inc. (Ex |
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| September 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 7, 2023 TuSimple Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40326 86-2341575 (State or other jurisdiction of incorporation) (Commissio |
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| September 7, 2023 |
Exhibit 21.1 SUBSIDIARIES OF TUSIMPLE HOLDINGS INC. Name of Subsidiary Jurisdiction of Organization TuSimple, Inc. United States of America TS Logistics, Inc. United States of America AFN Carriers Inc. United States of America TuSimple Research, Inc. Canada TuSimple Sweden AB Sweden TuSimple Germany GmbH Germany Tusimple (Hong Kong) Limited Hong Kong Tusimple (Hong Kong) Auto Tech Limited Hong Kon |
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| September 7, 2023 |
Exhibit 4.1 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of the capital stock of TuSimple Holdings Inc. (“we,” “our,” “us,” or the “Company”) is a summary of the rights of our capital stock and summarizes certain provisions of our amended and restated certificate of incorporation and amended and restated b |
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| August 18, 2023 |
Exhibit 99.1 TuSimple Receives Expected Notice from Nasdaq Related to Delayed Filing of Quarterly Report on Form 10-Q ●The Form 10-Q is part of the compliance plan already approved by Nasdaq in June. ●TuSimple intends to file the other Delayed Reports on or before the Compliance Date. SAN DIEGO, August 18, 2023/PRNewswire/ — TuSimple (Nasdaq: TSP) today announced that on August 17, 2023, TuSimple |
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| August 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 17, 2023 TuSimple Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40326 86-2341575 (State or other jurisdiction of incorporation) (Commission |
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| August 9, 2023 |
SEC FILE NUMBER 001-40326 CUSIP NUMBER 90089L108 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| July 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40326 TuSimple Holdings Inc. |
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| July 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 6, 2023 TuSimple Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40326 86-2341575 (State or other jurisdiction of incorporation) (Commission Fil |
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| June 28, 2023 |
EX-99.1 Exhibit 99.1 TuSimple to Explore Strategic Alternatives for its U.S.-based Operations • TuSimple is exploring strategic alternatives for the U.S. business, including a possible sale. • If this process results in a sale of TuSimple’s U.S. business, TuSimple would remain a global Level 4 autonomous driving technology company with an emphasis on operations in Asia-Pacific and other major glob |
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| June 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2023 TuSimple Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40326 86-2341575 (State or other jurisdiction of incorporation) (Commission Fi |
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| June 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2023 TuSimple Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40326 86-2341575 (State or other jurisdiction of incorporation) (Commission Fil |
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| June 2, 2023 |
TuSimple Holdings Inc. Senior Management Severance and Change in Control Plan EX-10.1 Exhibit 10.1 TuSimple Holdings Inc. Senior Management Severance and Change in Control Plan ARTICLE I PURPOSE This Senior Management Severance and Change in Control Plan has been established by the Company on May 30, 2023 (the “Effective Date”) to provide Participants with the opportunity to receive certain severance protections. The Plan, as set forth herein, is primarily intended to help |
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| May 18, 2023 |
EX-99.1 Exhibit 99.1 TuSimple Holdings Announces Restructuring of U.S. Operations and Provides Update on Asia Pacific Business • Aligning capital spend with overall market conditions and pace of industry readiness • Reorganization of U.S. operations and a reduction in force to focus development efforts • No longer seeking strategic alternatives for Asia Pacific business SAN DIEGO, (May 18, 2023) – |
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| May 18, 2023 |
TuSimple Receives Expected Notice from Nasdaq Related to Delayed Filing of Quarterly Report on Form EX-99.2 Exhibit 99.2 TuSimple Receives Expected Notice from Nasdaq Related to Delayed Filing of Quarterly Report on Form 10-Q SAN DIEGO, May 18, 2023/PRNewswire/ —TuSimple (Nasdaq: TSP) today announced that as previously disclosed in the TuSimple Holdings Inc. (the “Company”) Notification of Late Filing on Form 12b-25, filed with the Securities and Exchange Commission (“SEC”) on May 11, 2023, the |
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| May 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2023 TuSimple Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40326 86-2341575 (State or other jurisdiction of incorporation) (Commission Fil |
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| May 11, 2023 |
NT 10-Q SEC FILE NUMBER 001-40326 CUSIP NUMBER 90089L108 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 11, 2023 |
TuSimple Receives Delisting Notice from Nasdaq and Announces Appointment of New Auditor EX-99.1 Exhibit 99.1 TuSimple Receives Delisting Notice from Nasdaq and Announces Appointment of New Auditor SAN DIEGO, May 11, 2023/PRNewswire/ — TuSimple (Nasdaq: TSP) today announced that on May 5, 2023, TuSimple Holdings Inc. (the “Company”) received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as a result of the Company not having timely filed its Quart |
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| May 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2023 TuSimple Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40326 86-2341575 (State or other jurisdiction of incorporation) (Commission File |
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| March 16, 2023 |
EX-99.1 Exhibit 99.1 Dr. Xiaodi Hou March 14, 2023 VIA ELECTRONIC MAIL Board of Directors TuSimple Holdings, Inc 9191 Towne Centre Drive Suite 600 San Diego, CA 92122 Re: TuSimple Holdings, Inc’s March 13, 2023 Form 8-K To the Board and Management of TuSimple Holdings, Inc: I write this letter following my resignation as a Director of TuSimple Holdings, Inc. (“TuSimple” or the “Company”) on Thursd |
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| March 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2023 TuSimple Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40326 86-2341575 (State or other jurisdiction of incorporation) (Commission F |
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| March 16, 2023 |
EX-99.2 Exhibit 99.2 March 16, 2023 Via Electronic Mail Dr. Xiaodi Hou RE: Letter to TuSimple Holdings Inc.’s Board of Directors dated March 14, 2023 Dr. Hou: This is in response to your March 14, 2023 letter to the Board of Directors (the “Board”) of TuSimple Holdings Inc. (the “Company”). As disclosed in the Company’s Form 8-K filed on March 13, 2023, you resigned from the Board before completio |
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| March 15, 2023 |
TuSimple Appoints Two Additional Independent Directors to Its Board EX-99.1 Exhibit 99.1 TuSimple Appoints Two Additional Independent Directors to Its Board SAN DIEGO, March 15, 2023/PRNewswire/ — TuSimple Holdings Inc. (Nasdaq: TSP) (“TuSimple” or the “Company”), a global autonomous driving technology company, today announced the appointment of J. Tyler McGaughey and Zhen Tao to its Board of Directors (the “Board”) as independent directors. Mr. McGaughey will be |
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| March 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2023 TuSimple Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40326 86-2341575 (State or other jurisdiction of incorporation) (Commission F |
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| March 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2023 TuSimple Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40326 86-2341575 (State or other jurisdiction of incorporation) (Commission Fi |
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| March 9, 2023 |
TuSimple Receives Expected Notice from Nasdaq Related to Delayed Filing of Annual Report on Form EX-99.1 Exhibit 99.1 TuSimple Receives Expected Notice from Nasdaq Related to Delayed Filing of Annual Report on Form 10-K SAN DIEGO (March 9, 2023) — TuSimple (Nasdaq: TSP) today announced that TuSimple Holdings Inc. (the “Company”) was unable to timely file its Annual Report on Form 10-K for the fiscal year ended December 30, 2022 (the “Form 10-K”) by the prescribed due date because the Company |
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| March 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2023 TuSimple Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40326 86-2341575 (State or other jurisdiction of incorporation) (Commission Fi |
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| February 9, 2023 |
TSP / TuSimple Holdings Inc. Class A / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: TuSimple Holdings Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 90089L108 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d |
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| February 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 2, 2023 TuSimple Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40326 86-2341575 (State or other jurisdiction of incorporation) (Commission |
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| December 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14F-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER Commission File Number: 001-40326 TuSimple Holdings Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 86-2341575 (State or Other Jurisdiction of Incorporation or Organization) (I.R. |
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| December 28, 2022 |
DEF 14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☒ Definitive Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) TuSimple Holdings Inc. (Name |
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| December 21, 2022 |
EX-99.1 Exhibit 99.1 TuSimple Announces Restructuring with a Focus on Investing in R&D to Advance Autonomous Trucking Technology Key points of the restructuring plan: • Focus on capital discipline given macroeconomic conditions and industry readiness. • Strategic investments on highest value-added projects, namely the validation and commercialization of TuSimple’s leading autonomous trucking techn |
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| December 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2022 TuSimple Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40326 86-2341575 (State or other jurisdiction of incorporation) (Commissio |
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| December 16, 2022 |
Amendment to TuSimple Holdings Inc. 2021 Equity Incentive Plan. EX-10.1 Exhibit 10.1 FIRST AMENDMENT TO THE TUSIMPLE HOLDINGS INC. 2021 EQUITY INCENTIVE PLAN December 16, 2022 WHEREAS, TuSimple Holdings Inc. (the “Company”) sponsors the TuSimple Holdings Inc. 2021 Equity Incentive Plan (the “Plan”), and the Board of Directors of the Company (the “Board) is the Administrator of the Plan (as defined in the Plan); WHEREAS, Article 13.2 of the Plan generally provi |
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| December 16, 2022 |
Letter Agreement by and between TuSimple Holdings Inc. and Cheng Lu, dated December 14, 2022. EX-10.2 Exhibit 10.2 TUSIMPLE HOLDINGS INC. December 14, 2022 Mr. Cheng Lu via email Dear Cheng: This letter agreement (the “Agreement”) serves to confirm the terms and conditions of your employment with TuSimple Holdings Inc. (hereinafter, “TuSimple”) or one of its subsidiaries (referred to collectively herein as the “TuSimple Group”). For purposes of this Agreement, the “Company” shall refer to |
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| December 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2022 TuSimple Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40326 86-2341575 (State or other jurisdiction of incorporation) (Commissio |
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| December 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Definitive Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) TuSimple Holdings Inc. (Name of Regi |
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| December 16, 2022 |
EX-99.1 Exhibit 99.1 TuSimple Sets Path for Stability with Appointment of Independent Directors and Permanent Chief Financial Officer • Government Security Director appointed with notice of non-objection by Committee on Foreign Investment in the United States (CFIUS) • Reconstitution of the Audit Committee, satisfying NASDAQ’s requirement for an independent audit committee • Eric Tapia appointed C |
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| December 16, 2022 |
EX-10.3 Exhibit 10.3 TUSIMPLE HOLDINGS INC. SEVERANCE AND CHANGE IN CONTROL AGREEMENT This Severance and Change in Control Agreement (the “Agreement”) is made and entered into by and between Cheng Lu (“Executive”) and TuSimple Holdings Inc., a Delaware corporation (the “TuSimple”), effective as of the date specified in Section 1 below. This Agreement provides severance and acceleration benefits in |
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| December 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 7, 2022 TuSimple Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40326 86-2341575 (State or other jurisdiction of incorporation) (Commission |
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| December 12, 2022 |
TuSimple Appoints Independent Director to its Board EX-99.1 Exhibit 99.1 TuSimple Appoints Independent Director to its Board SAN DIEGO, December 12, 2022 – TuSimple (Nasdaq:TSP), a global autonomous driving technology company, today announced the appointment of James Lu to its Board of Directors as an Independent Director. Lu brings more than 20 years of experience in the technology sector as a seasoned entrepreneur, executive, and investor. Lu ser |
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| November 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2022 TuSimple Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40326 86-2341575 (State or other jurisdiction of incorporation) (Commissio |
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| November 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2022 TuSimple Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40326 86-2341575 (State or other jurisdiction of incor |
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| November 22, 2022 |
Letter from KPMG LLP to the Securities and Exchange Commission, dated November 22, 2022 EX-16.1 Exhibit 16.1 KPMG LLP Suite 1100 4655 Executive Drive San Diego, CA 92121-3132 November 22, 2022 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: We were previously principal accountants for TuSimple Holdings Inc. and, under the date of February 23, 2022, we reported on the consolidated financial statements of TuSimple Holdings Inc. as of and for the years en |
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| November 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2022 TuSimple Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40326 86-2341575 (State or other jurisdiction of incorporation) (Commissio |
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| November 21, 2022 |
EX-99.1 Exhibit 99.1 TuSimple Receives Expected Notice from Nasdaq Related to Delayed Filing of Quarterly Report on Form 10-Q SAN DIEGO, November 21, 2022/PRNewswire/ — TuSimple (Nasdaq: TSP) today announced that as previously disclosed in the TuSimple Holdings Inc. (the “Company”) Notification of Late Filing on Form 12b-25, filed with the Securities and Exchange Commission (“SEC”) on November 15, |
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| November 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2022 TuSimple Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40326 86-2341575 (State or other jurisdiction of incorporation) (Commission |
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| November 16, 2022 |
Exhibit 10.1 November 15, 2022 VIA PERSONAL DELIVERY Ersin Yumer Dear Ersin: This letter (the ?Agreement?) confirms the agreement between you and TuSimple Holdings, Inc. (the ?Company?) regarding the terms described below. 1. Separation Date. Your employment with the Company will end on November 25, 2022 (the ?Separation Date?). During the remainder of your employment with the Company, you will co |
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| November 15, 2022 |
TSP / TuSimple Holdings Inc. Class A / Chen Mo - SC 13D Activist Investment SC 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (a) TuSimple Holdings Inc. (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of Securities) 90089L108 (CUSIP Number) Mo Chen 3282 King Edward Ave. W Van |
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| November 15, 2022 |
EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the |
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| November 15, 2022 |
IRREVOCABLE PROXY AND POWER OF ATTORNEY EX-99.3 Exhibit 99.3 IRREVOCABLE PROXY AND POWER OF ATTORNEY The undersigned, (i) White Marble LLC, owns 13,367,314 shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”, as adjusted by any subdivision, combination or recapitalization of the share capital of the Company), of TuSimple Holdings Inc., a Delaware Corporation (the “Company”), and (ii) White Marble Inte |
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| November 15, 2022 |
EX-99.2 Exhibit 99.2 VOTING AGREEMENT This VOTING AGREEMENT (the “Agreement”) is made and entered into as of November 9, 2022, by and among (i) Mr. Mo Chen, a Canadian citizen (the “Attorney”), (ii) White Marble LLC, owns 13,367,314 shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”, as adjusted by any subdivision, combination or recapitalization of the share c |
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| November 15, 2022 |
NT 10-Q 1 d420324dnt10q.htm NT 10-Q SEC FILE NUMBER 001-40326 CUSIP NUMBER 90089L108 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ |
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| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022 TuSimple Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40326 86-2341575 (State or other jurisdiction of incorporation) (Commissio |
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| November 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2022 TuSimple Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40326 86-2341575 (State or other jurisdiction of incorporation) (Commission |
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| October 31, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2022 TuSimple Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40326 86-2341575 (State or other jurisdiction of incorporation) (Commission |
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| October 31, 2022 |
Exhibit 99.1 TuSimple Announces Termination of Chief Executive Officer and the Initiation of a Search for a New Chief Executive Officer SAN DIEGO, October 31, 2022 /PRNewswire/ ? TuSimple (Nasdaq: TSP) today announced that the Board of Directors of the Company has terminated Dr. Xiaodi Hou, the Chief Executive Officer, President and Chief Technology Officer of the Company, and removed Dr. Hou from |
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| October 31, 2022 |
Q3 2022 Letter to Shareholders October 31, 2022 Dear Shareholders, Autonomous driving is a long journey. |
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| October 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2022 TuSimple Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40326 86-2341575 (State or other jurisdiction of incorporation) (Commission |
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| September 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2022 TuSimple Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40326 86-2341575 (State or other jurisdiction of incorporation) (Commission |
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| September 6, 2022 |
between TuSimple Holdings Inc. and , 2022 VIA PERSONAL DELIVERY James Mullen Dear James: This letter (the ?Agreement?) confirms the agreement between you and TuSimple Holdings, Inc. |
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| August 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40326 TuSimple Holdings Inc. |
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| August 2, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2022 TuSimple Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40326 86-2341575 (State or other jurisdiction of incorporation) (Commission F |
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| August 2, 2022 |
Q2 2022 Letter to Shareholders August 2, 2022 Dear Shareholders During Q2, we continued our journey towards realizing our mission to solve the trucking industry's most pressing challenges by enabling reliable, low-cost freight capacity as a service while embarking on a new standard for safety and fuel efficiency. |
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| June 21, 2022 |
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. |
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| June 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2022 TuSimple Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40326 86-2341575 (State or other jurisdiction of incorporation) (Commission Fi |
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| June 13, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2022 TuSimple Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40326 86-2341575 (State or other jurisdiction of incorporation) (Commission Fil |
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| May 4, 2022 |
GDSVF&H\8081730.3 TUSIMPLE HOLDINGS INC. April 11, 2022 Jim Mullen via email Dear Mr. Mullen: We are very pleased to inform you that TuSimple Holdings Inc. (the ?Company?) has approved providing you with the opportunity to earn a one-time cash retention bonus, subject to the terms in conditions set forth in this letter agreement. 1. Retention Bonus Subject to your continued employment with the Com |
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| May 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40326 TuSimple Holdings Inc. |
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| May 4, 2022 |
Amended and Restated Non-Employee Director Compensation Program A&R Non-Employee Director Compensation Each non-employee director is eligible to receive annual cash retainers for their service on our board of directors and committees. |
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| May 4, 2022 |
GDSVF&H\8081730.3 TUSIMPLE HOLDINGS INC. April 11, 2022 Patrick Dillon via email Dear Mr. Dillon: We are very pleased to inform you that TuSimple Holdings Inc. (the ?Company?) has approved providing you with the opportunity to earn a one-time cash retention bonus, subject to the terms in conditions set forth in this letter agreement. 1. Retention Bonus Subject to your continued employment with the |
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| May 4, 2022 |
TUSIMPLE HOLDINGS INC. AMENDED AND RESTATED SEVERANCE AND CHANGE IN CONTROL AGREEMENT This Amended and Restated Severance and Change in Control Agreement (the ?Agreement?) is made and entered into by and between Patrick Dillon (?Executive?) and TuSimple Holdings Inc., a Delaware corporation (the ?TuSimple?), effective as of the date specified in Section 1 below. This Agreement amends and restates |
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| May 4, 2022 |
TUSIMPLE HOLDINGS INC. AMENDED AND RESTATED SEVERANCE AND CHANGE IN CONTROL AGREEMENT This Amended and Restated Severance and Change in Control Agreement (the ?Agreement?) is made and entered into by and between James Mullen (?Executive?) and TuSimple Holdings Inc., a Delaware corporation (the ?TuSimple?), effective as of the date specified in Section 1 below. This Agreement amends and restates th |
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| May 3, 2022 |
EX-99.1 2 tusimpleq12022shareholde.htm EX-99.1 Q1 2022 Letter to Shareholders May 3, 2022 Dear Shareholders, During Q1, we made strong progress on our technology development including a continuation of our Driver Out operations. When we launched our first fully autonomous semi-truck run on open public roads in December of 2021, we knew it was just the beginning. We will continue to expand our driv |
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| May 3, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2022 TuSimple Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40326 86-2341575 (State or other jurisdiction of incorporation) (Commission File |
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| April 29, 2022 |
DEF 14A 1 edge20002384x1def14a.htm DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use |
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| April 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| April 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 2022 TuSimple Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40326 86-2341575 (State or other jurisdiction of incorporation) (Commission F |
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| March 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2022 TuSimple Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40326 86-2341575 (State or other jurisdiction of incorporation) (Commission F |
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| March 3, 2022 |
Exhibit 10.1 TRANSITION AND SEPARATION AGREEMENT March 2, 2022 VIA EMAIL Dear Cheng: This letter (the ?Agreement?) confirms the agreement between you and TuSimple Holdings Inc. (the ?Company?) regarding the termination of your employment with the Company. 1. Termination Date and Resignation as Officer and Director. Your employment with the Company will terminate on March 3, 2022 (the ?Termination |
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| March 3, 2022 |
TuSimple Announces CEO and Chairman Succession Plan Exhibit 99.1 TuSimple Announces CEO and Chairman Succession Plan SAN DIEGO, March 3, 2022 /PRNewswire/ ? TuSimple (Nasdaq: TSP) today announced its executive leadership succession plan. TuSimple Co-Founder and CTO Xiaodi Hou will succeed Cheng Lu as President and Chief Executive Officer and succeed Mo Chen as Chairman of the Board, effective today. This is part of a planned executive succession as |
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| March 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2022 TuSimple Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40326 86-2341575 (State or other jurisdiction of incorporation) (Commission Fi |
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| February 24, 2022 |
Exhibit 4.1 DESCRIPTION OF REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of the capital stock of TuSimple Holdings Inc. (?we,? ?our,? ?us,? or the ?Company?) is a summary of the rights of our capital stock and summarizes certain provisions of our amended and restated certificate of incorporation and amended and restated b |
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| February 24, 2022 |
Exhibit 21.1 SUBSIDIARIES OF TUSIMPLE HOLDINGS INC. Name of Subsidiary Jurisdiction of Organization TuSimple, Inc. United States of America TS Logistics, Inc. United States of America AFN Carriers Inc. United States of America TuSimple Research, Inc. Canada TuSimple Sweden AB Sweden TuSimple Germany GmbH Germany Tusimple (Hong Kong) Limited Hong Kong Tusimple (Hong Kong) Auto Tech Limited Hong Kon |
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| February 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40326 TuSimple Holdings Inc. (Ex |
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| February 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2022 TuSimple Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40326 86-2341575 (State or other jurisdiction of incorporation) (Commissio |
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| February 14, 2022 |
TSP / TuSimple Holdings Inc. Class A / Hou Xiaodi - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* TuSimple Holdings Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Secur |
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| February 14, 2022 |
Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A co |
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| February 14, 2022 |
Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A co |
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| February 14, 2022 |
Exhibit A Joint Filing Agreement In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common stock, par value of $0. |
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| February 14, 2022 |
TSP / TuSimple Holdings Inc. Class A / Chen Mo - SC 13G Passive Investment SC 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* TuSimple Holdings Inc. (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class o |
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| February 14, 2022 |
TSP / TuSimple Holdings Inc. Class A / SINA CORP - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* TuSimple Holdings Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 90089L108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p |
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| February 9, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2022 TuSimple Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40326 86-2341575 (State or other jurisdiction of incorporation) (Commission |
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| February 9, 2022 |
Q4 2021 Letter to Shareholders February 9, 2022 TuSimple Letter to Shareholders Q4 Highlights Dear Shareholders, We are pleased to share with you that we have completed the first seven fully Driver Out semi-truck runs on open public roads, ever. |
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| February 9, 2022 |
TSP / TuSimple Holdings Inc. Class A / ARK Investment Management LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| November 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40326 TuSimple Holdings Inc. |
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| November 3, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2021 TuSimple Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40326 86-2341575 (State or other jurisdiction of incorporation) (Commission |
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| November 3, 2021 |
Q3 2021 Letter to Shareholders November 3, 2021 Autonomous Freight Network TuSimple Letter to Shareholders Q3 Highlights Dear Shareholders, Today, we are pleased to share our Q3 2021 results including several important commercial and technological achievements. |
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| October 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): October 18, 2021 TuSimple Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40326 86-2341575 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| October 19, 2021 |
TuSimple Appoints Michelle Sterling to its Board of Directors Exhibit 99.1 TuSimple Appoints Michelle Sterling to its Board of Directors Sterling was previously the Chief Human Resources Officer for Qualcomm SAN DIEGO, October 19, 2021 ? TuSimple (Nasdaq: TSP), a San Diego-based global self-driving technology company, today announced the appointment of Michelle Sterling to its Board of Directors as an Independent Director. Sterling will also serve as Chairpe |
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| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2021 TuSimple Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40326 86-2341575 (State or other jurisdiction of incorporation) (Commission |
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| August 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40326 TuSimple Holdings Inc. |
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| August 5, 2021 |
Q2 2021 Letter to Shareholders August 5, 2021 A BETTER PATH FORWARD Exhibit 99.1 Q2 2021 Letter to Shareholders August 5, 2021 A BETTER PATH FORWARD Autonomous Freight Network | TuSimple Letter to Shareholders Q2 Highlights Our AI Technology is Defining the Industry Dear Shareholders, Today, we are pleased to share our Q2 results with you. In Q2, we continued to make progress on several key initiatives that support our long-term plans to launch our scalable autono |
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| August 5, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2021 TuSimple Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40326 86-2341575 (State or other jurisdiction of incorporation) (Commission F |
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| July 1, 2021 |
TSP / TuSimple Holdings Inc. Class A / TRATON SE - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TuSimple Holdings Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 90089L108 (CUSIP Number) July 1, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua |
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| May 11, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40326 TuSimple Holdings Inc. |
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| May 11, 2021 |
Amended and Restated Certificate of Incorporation Exhibit 3.1 TUSimple holdings inc. RESTATED CERTIFICATE OF INCORPORATION TuSimple Holdings Inc., a Delaware corporation, hereby certifies as follows: 1.The name of this corporation is TuSimple Holdings Inc. The date of the filing of its original Certificate of Incorporation with the Secretary of State was February 23, 2021. 2.The Restated Certificate of Incorporation of this corporation is attache |
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| May 11, 2021 |
Exhibit 3.2 TUSIMPLE HOLDINGS INC. (a Delaware corporation) AMENDED AND RESTATED BYLAWS As Adopted March 4, 2021 and As Effective April 14, 2021 GDSVF&H\5631296.1 TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1 Section 1.1 Annual Meetings 1 Section 1.2 Special Meetings 1 Section 1.3 Notice of Meetings 1 Section 1.4 Adjournments 1 Section 1.5 Quorum 2 Section 1.6 Organization 2 Section 1.7 Voting; |
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| May 10, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2021 TuSimple Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40326 86-2341575 (State or other jurisdiction of incorporation) (Commission Fil |
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| May 10, 2021 |
Exhibit 99.1 Q1 2021 Letter to Shareholders May 10, 2021Exhibit 99.1 Q1 2021 Letter to Shareholders May 10, 2021 Q1 Highlights st ? Increased 1 Wave Reservations: Increased reservations by 1,200 for a total of 5,775 by quarter-end. Reservation orders are from blue-chip shippers, carriers and truck lessors including Penske, Schneider, and U.S. Xpress. Added an additional 1,000 truck reservations in |
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| May 7, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2021 TuSimple Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40326 86-2341575 (State or other jurisdiction of incorporation) (Commission File |
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| April 16, 2021 |
33,783,783 Shares CLASS A COMMON STOCK 424B4 1 d909743d424b4.htm 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration Statement No. 333-254616 PROSPECTUS 33,783,783 Shares CLASS A COMMON STOCK TuSimple Holdings Inc. is offering 27,027,027 shares of Class A common stock and the selling stockholder identified in this prospectus is offering 6,756,756 shares of Class A common stock. We will not receive any proceeds from th |
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| April 15, 2021 |
As filed with the Securities and Exchange Commission on April 15, 2021 Registration No. |
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| April 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 TuSimple Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 86-2341575 (State of incorporation or organization) (I.R.S. Employer Identification No.) 9191 Towne Centre Dri |
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| April 12, 2021 |
TuSimple Holdings Inc. 9191 Towne Centre Drive, Suite 600 San Diego, CA 92122 TuSimple Holdings Inc. 9191 Towne Centre Drive, Suite 600 San Diego, CA 92122 April 12, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street N.E. Washington, D.C. 20549 Attn: Larry Spirgel Kathleen Collins Alexandra Barone Rebekah Lindsey Re: TuSimple Holdings Inc. Registration Statement on Form S-1 (File No. 333-254616) Ladies and Gentlemen: Pursuant to |
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| April 12, 2021 |
April 12, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Mail Stop 4561 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Larry Spirgel Kathleen Collins Alexandra Barone Rebekah Lindsey Re: TuSimple Holdings Inc. Registration Statement on Form S-1 (File No. 333-254616) Ladies and Gentlemen: In connection with the above-captioned Registration Statemen |
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| April 7, 2021 |
Table of Contents As filed with the Securities and Exchange Commission on April 7, 2021 Registration No. |
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| April 7, 2021 |
Form of Underwriting Agreement. Exhibit 1.1 [●] Shares TUSIMPLE HOLDINGS INC. CLASS A COMMON STOCK (PAR VALUE $0.0001 PER SHARE) UNDERWRITING AGREEMENT [●], 2021 [●], 2021 Morgan Stanley & Co. LLC Citigroup Global Markets Inc. J.P. Morgan Securities LLC As Representatives of the several Underwriters named in Schedule I hereto c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o Citigroup Global Markets Inc. 38 |
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| April 7, 2021 |
April 7, 2021 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Larry Spirgel Kathleen Collins Alexandra Barone Rebekah Lindsey Re: TuSimple Holdings Inc. Registration Statement on Form S-1 Submitted March 23, 2021 File No. 333-254616 Ladies and Gentlemen: On behalf of TuSimple Holdings Inc. (the ?Company?), |
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| March 31, 2021 |
CONFIDENTIAL TREATMENT REQUESTED BY TUSIMPLE HOLDINGS, INC.: TSP-0001 March 31, 2021 CONFIDENTIAL TREATMENT REQUESTED BY TUSIMPLE HOLDINGS INC. PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND, WHERE APPLICABLE, HAVE BEEN MARKED WITH ASTERISKS TO DENOTE WHERE OMISSIONS HAVE BEEN MADE. THE CONFIDENTIAL MATERIAL HAS BEEN FILED SEPARATELY WITH THE U.S. |
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| March 23, 2021 |
Exhibit 3.2 TUSIMPLE HOLDINGS INC. RESTATED CERTIFICATE OF INCORPORATION TuSimple Holdings Inc., a Delaware corporation, hereby certifies as follows: 1. The name of this corporation is TuSimple Holdings Inc. The date of the filing of its original Certificate of Incorporation with the Secretary of State was February 23, 2021. 2. The Restated Certificate of Incorporation of this corporation is attac |
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| March 23, 2021 |
Exhibit 4.1 TUSIMPLE (CAYMAN) LIMITED SEVENTH AMENDED AND RESTATED SHAREHOLDERS? AGREEMENT This SHAREHOLDERS? AGREEMENT (the ?Agreement?) is made on December 4, 2020, by and among: 1) Tusimple (Cayman) Limited (the ?Company?), an exempted limited liability company incorporated and existing under the Laws of the Cayman Islands; 2) the Persons listed on Schedule 1-A attached to this Agreement (each |
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| March 23, 2021 |
Employment Agreement, dated as of March 22, 2021, by and between James Mullen and the Registrant. Exhibit 10.21 TUSIMPLE HOLDINGS INC. March 22, 2021 Mr. James Mullen via email Dear James: This letter agreement (the ?Agreement?) serves to confirm the terms and conditions of your continued employment with TuSimple Holdings Inc., formerly known as TuSimple (Cayman) Limited (hereinafter, ?TuSimple?) or one of its subsidiaries (referred to collectively herein as the ?TuSimple Group?). For purposes |
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| March 23, 2021 |
Certificate of Incorporation of Registrant, as amended and currently in effect. Exhibit 3.1 CERTIFICATE OF INCORPORATION OF TUSIMPLE HOLDINGS INC. ARTICLE I The name of this corporation is TuSimple Holdings Inc. ARTICLE II The address of the corporation?s registered office in the State of Delaware is 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808. The name of the corporation?s registered agent at such address is Corporation Service Company. ARTICLE III |
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| March 23, 2021 |
Employment Agreement, dated as of March 22, 2021, by and between Cheng Lu and the Registrant. Exhibit 10.19 TUSIMPLE HOLDINGS INC. March 22, 2021 Mr. Cheng Lu via email Dear Cheng: This letter agreement (the ?Agreement?) serves to confirm the terms and conditions of your continued employment with TuSimple Holdings Inc., formerly known as TuSimple (Cayman) Limited (hereinafter, ?TuSimple?) or one of its subsidiaries (referred to collectively herein as the ?TuSimple Group?). For purposes of |
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| March 23, 2021 |
Employment Agreement, dated as of March 22, 2021, by and between Xiaodi Hou and the Registrant Exhibit 10.18 TUSIMPLE HOLDINGS INC. March 22, 2021 Mr. Xiaodi Hou via email Dear Xiaodi: This letter agreement (the ?Agreement?) serves to confirm the terms and conditions of your continued employment with TuSimple Holdings Inc., formerly known as TuSimple (Cayman) Limited (hereinafter, ?TuSimple?) or one of its subsidiaries (referred to collectively herein as the ?TuSimple Group?). For purposes |
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| March 23, 2021 |
Exhibit 10.25 TUSIMPLE HOLDINGS INC. SEVERANCE AND CHANGE IN CONTROL AGREEMENT This Severance and Change in Control Agreement (the ?Agreement?) is made and entered into by and between Patrick Dillon (?Executive?) and TuSimple Holdings Inc., a Delaware corporation (the ?TuSimple?), effective as of the date specified in Section 1 below. This Agreement provides severance and acceleration benefits in |
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| March 23, 2021 |
Exhibit 10.26 TUSIMPLE HOLDINGS INC. SEVERANCE AND CHANGE IN CONTROL AGREEMENT This Severance and Change in Control Agreement (the ?Agreement?) is made and entered into by and between James Mullen (?Executive?) and TuSimple Holdings Inc., a Delaware corporation (the ?TuSimple?), effective as of the date specified in Section 1 below. This Agreement provides severance and acceleration benefits in co |
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| March 23, 2021 |
Director Offer Letter, dated January 19, 2021, by and between Brad Buss and the Registrant. Exhibit 10.28 TUSIMPLE (CAYMAN) LIMITED Brad Buss January 19, 2021 Dear Brad: As discussed, the Board of Directors (the ?Board?) of Tusimple (Cayman) Limited (the ?Company?) desires to elect you as a member of the Board. Subject to the necessary Board and shareholder approvals, we expect that your service as a member of the Board will be begin on or about January 31, 2021. We appreciate your willi |
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| March 23, 2021 |
Exhibit 10.4 Security Deposit Contract This Security Deposit Contract (hereinafter referred to as the ?Agreement?) is made and entered into by and among the parties below as of December 22, 2017, in Haidian District, Beijing: Party A: Jinzhuo Hengbang Technology (Beijing) Co., Ltd. Address: Room 522, 5th Floor, Scientific Research Building, Sina Headquarters, N-1, N-2 of Phase II Zhongguancun Soft |
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| March 23, 2021 |
Exhibit 10.9 ORDINARY SHARE PURCHASE AGREEMENT This Ordinary Share Purchase Agreement (this ?Agreement?) is made as of January 8, 2021 by and among Tusimple (Cayman) Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the ?Company?); and Classic Elite Limited, an exempted company duly formed and validly existing under the laws of the Cayman Island |
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| March 23, 2021 |
2021 Employee Stock Purchase Plan, to be in effect upon completion of this offering. Exhibit 10.15 TUSIMPLE HOLDINGS INC. 2021 EMPLOYEE STOCK PURCHASE PLAN (AS ADOPTED EFFECTIVE AS OF THE IPO DATE) TUSIMPLE HOLDINGS INC. 2021 EMPLOYEE STOCK PURCHASE PLAN SECTION 1. PURPOSE OF THE PLAN. The Board adopted the Plan to become effective as of the IPO Date. The purpose of the Plan is to provide Eligible Employees with an opportunity to increase their proprietary interest in the success |
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| March 23, 2021 |
Exhibit 10.12 TUSIMPLE HOLDINGS INC. SERIES E-2 PREFERRED STOCK PURCHASE AGREEMENT This SERIES E-2 PREFERRED STOCK PURCHASE AGREEMENT (the ?Agreement?) is made on February 26, 2021, by and among: 1) TuSimple Holdings Inc. (the ?Company?), a Delaware corporate; 2) Tusimple (Hong Kong) Limited (the ?HK Co?), a limited liability company incorporated in Hong Kong; 3) Beijing Tusen Zhitu Technology Co. |
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| March 23, 2021 |
March 23, 2021 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Larry Spirgel Kathleen Collins Alexandra Barone Rebekah Lindsey Re: TuSimple Holdings Inc. Amendment No. 2 to Draft Registration Statement on Form S-1 Submitted March 8, 2021 CIK No. 0001823593 Ladies and Gentlemen: On behalf of TuSimple Holding |
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| March 23, 2021 |
Table of Contents As filed with the Securities and Exchange Commission on March 23, 2021 Registration No. |
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| March 23, 2021 |
List of Subsidiaries of Registrant. Exhibit 21.1 SUBSIDIARIES OF TUSIMPLE HOLDINGS INC. Name of Subsidiary Jurisdiction of Organization TuSimple, Inc. United States of America TS Logistics, Inc. United States of America Tusimple (Hong Kong) Limited Hong Kong Tusimple (Hong Kong) Auto Tech Limited Hong Kong TuSimple Japan Co. Ltd Japan Beijing Tusen Zhitu Technology Co., Ltd. China Beijing Tusen Weilai Technology Co., Ltd. China Shan |
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| March 23, 2021 |
Exhibit 10.7 TUSIMPLE (CAYMAN) LIMITED SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?) is made on August 6, 2020, by and among: 1) Tusimple (Cayman) Limited (the ?Company?), an exempted limited liability company incorporated in the Cayman Islands; 2) Tusimple (Hong Kong) Limited (the ?HK Co?), a limited liability company incorporated in Hong Kong; 3) Beijing Tuse |
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| March 23, 2021 |
Exhibit 10.6 TUSIMPLE (CAYMAN) LIMITED SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?) is made on July 10, 2020, by and among: 1) Tusimple (Cayman) Limited (the ?Company?), an exempted limited liability company incorporated in the Cayman Islands; 2) Tusimple (Hong Kong) Limited (the ?HK Co?), a limited liability company incorporated in Hong Kong; 3) Beijing Tusen |
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| March 23, 2021 |
Exhibit 10.3 Loan Transfer Tripartite Agreement This Loan Transfer Tripartite Agreement (?Agreement?) is entered into on June 19, 2017 in Haidian District, Beijing, the People?s Republic of China (?PRC?) by and among: Party A (Transferor): Beijing Tusen Hulian Technology Co., Ltd. Address: Room E429, 4th Floor, Building 3, 29 DongBeiWangNan Road, Haidian District, Beijing Unified Social Credit Cod |
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| March 23, 2021 |
Lease between LJ GATEWAY OFFICE LLC and the Registrant dated December 16, 2016, as amended. Exhibit 10.16 LEASE BETWEEN LJ GATEWAY OFFICE LLC AND TUSIMPLE LLC LEASE (Short Form) THIS LEASE is made as of December 16, 2016, by and between LJ GATEWAY OFFICE LLC, a Delaware limited liability company, hereafter called ?Landlord,? and TUSIMPLE LLC, a California limited liability company, hereafter called ?Tenant.? ARTICLE 1. BASIC LEASE PROVISIONS Each reference in this Lease to the ?Basic Lea |
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| March 23, 2021 |
Employment Agreement, dated as of March 22, 2021, by and between Mo Chen and the Registrant. Exhibit 10.17 TUSIMPLE HOLDINGS INC. March 22, 2021 Mr. Mo Chen via email Dear Mo: This letter agreement (the ?Agreement?) serves to confirm the terms and conditions of your continued employment with TuSimple Holdings Inc., formerly known as TuSimple (Cayman) Limited (hereinafter, ?TuSimple?) or one of its subsidiaries (referred to collectively herein as the ?TuSimple Group?). For purposes of this |
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| March 23, 2021 |
Exhibit 10.24 TUSIMPLE HOLDINGS INC. SEVERANCE AND CHANGE IN CONTROL AGREEMENT This Severance and Change in Control Agreement (the ?Agreement?) is made and entered into by and between Cheng Lu (?Executive?) and TuSimple Holdings Inc., a Delaware corporation (the ?TuSimple?), effective as of the date specified in Section 1 below. This Agreement provides severance and acceleration benefits in connec |
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| March 23, 2021 |
Exhibit 10.2 Loan Agreement This Loan Agreement (hereinafter referred to as the ?Agreement?) is made and entered into by and between the Parties below as of April 7, 2017, in Beijing, China: Party A (?Lender?): Jinzhuo Hengbang Technology (Beijing) Co., Ltd. Party B (?Borrower?): Beijing Tusen Weilai Technology Co., Ltd. For the purposes of the Agreement, Party A and Party B shall be hereinafter r |
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| March 23, 2021 |
Exhibit 10.8 TUSIMPLE (CAYMAN) LIMITED SERIES E PREFERRED SHARE PURCHASE AGREEMENT This SERIES E PREFERRED SHARE PURCHASE AGREEMENT (the ?Agreement?) is made on November 27, 2020, by and among: 1) Tusimple (Cayman) Limited (the ?Company?), an exempted limited liability company incorporated in the Cayman Islands; 2) Tusimple (Hong Kong) Limited (the ?HK Co?), a limited liability company incorporate |
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| March 23, 2021 |
Exhibit 3.4 TUSIMPLE HOLDINGS INC. (a Delaware corporation) AMENDED AND RESTATED BYLAWS As Adopted March 4, 2021 and As Effective , 2021 TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1 Section 1.1 Annual Meetings 1 Section 1.2 Special Meetings 1 Section 1.3 Notice of Meetings 1 Section 1.4 Adjournments 1 Section 1.5 Quorum 2 Section 1.6 Organization 2 Section 1.7 Voting; Proxies 3 Section 1.8 Fixi |
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| March 23, 2021 |
Bylaws of the Registrant, as amended and currently in effect. Exhibit 3.3 BYLAWS OF TUSIMPLE HOLDINGS INC. (A DELAWARE CORPORATION) TABLE OF CONTENTS Page ARTICLE I OFFICES 1 1.1 Registered Office 1 1.2 Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 2.1 Location 1 2.2 Timing 1 2.3 Notice of Meeting 1 2.4 Stockholders? Records 1 2.5 Special Meetings 2 2.6 Notice of Meeting 2 2.7 Business Transacted at Special Meeting 2 2.8 Quorum; Meeting Adjournment; Presen |
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| March 23, 2021 |
Employment Agreement, dated as of March 22, 2021, by and between Patrick Dillon and the Registrant. Exhibit 10.20 TUSIMPLE HOLDINGS INC. March 22, 2021 Mr. Patrick Dillon via email Dear Patrick: This letter agreement (the ?Agreement?) serves to confirm the terms and conditions of your continued employment with TuSimple Holdings Inc., formerly known as TuSimple (Cayman) Limited (hereinafter, ?TuSimple?) or one of its subsidiaries (referred to collectively herein as the ?TuSimple Group?). For purp |
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| March 23, 2021 |
2017 Share Plan and forms of agreements thereunder. Exhibit 10.13 TUSIMPLE (CAYMAN) LIMITED 2017 SHARE PLAN (as amended on November 20, 2019) TABLE OF CONTENTS Page SECTION 1. ESTABLISHMENT AND PURPOSE 1 SECTION 2. ADMINISTRATION 1 (a) Administrator 1 (b) Authority of the Board of Directors 1 SECTION 3. ELIGIBILITY 1 SECTION 4. SHARES SUBJECT TO PLAN 1 (a) Basic Limitation 1 (b) Additional Shares 2 SECTION 5. TERMS AND CONDITIONS OF AWARDS OR SALES |
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| March 23, 2021 |
Exhibit 10.23 TUSIMPLE HOLDINGS INC. SEVERANCE AND CHANGE IN CONTROL AGREEMENT This Severance and Change in Control Agreement (the ?Agreement?) is made and entered into by and between Xiaodi Hou (?Executive?) and TuSimple Holdings Inc., a Delaware corporation (the ?TuSimple?), effective as of the date specified in Section 1 below. This Agreement provides severance and acceleration benefits in conn |
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| March 23, 2021 |
Director Offer Letter, dated January 19, 2021, by and between Karen C. Francis and the Registrant. Exhibit 10.27 TUSIMPLE (CAYMAN) LIMITED Karen Francis January 19, 2021 Dear Karen: As discussed, the Board of Directors (the ?Board?) of Tusimple (Cayman) Limited (the ?Company?) desires to elect you as a member of the Board. Subject to the necessary Board and shareholder approvals, we expect that your service as a member of the Board will be begin on or about January 31, 2021. We appreciate your |
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| March 23, 2021 |
Exhibit 10.5 TUSIMPLE (CAYMAN) LIMITED SERIES D-1 PREFERRED SHARE PURCHASE AGREEMENT This SERIES D-1 PREFERRED SHARE PURCHASE AGREEMENT (the ?Agreement?) is made on [date] by and among: 1) Tusimple (Cayman) Limited (the ?Company?), an exempted limited liability company incorporated in the Cayman Islands; 2) Tusimple (Hong Kong) Limited (the ?HK Co?), a limited liability company incorporated in Hon |
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| March 23, 2021 |
Exhibit 10.1 Indemnification Agreement This Indemnification Agreement (?Agreement?) is made as of , 2021 by and between TuSimple Holdings Inc., a Delaware corporation (the ?Company?), and (?Indemnitee?). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement. Recitals WHEREAS, the Board of Directors of |
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| March 23, 2021 |
Exhibit 10.22 TUSIMPLE HOLDINGS INC. SEVERANCE AND CHANGE IN CONTROL AGREEMENT This Severance and Change in Control Agreement (the ?Agreement?) is made and entered into by and between Mo Chen (?Executive?) and TuSimple Holdings Inc., a Delaware corporation (the ?TuSimple?), effective as of the date specified in Section 1 below. This Agreement provides severance and acceleration benefits in connect |
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| March 23, 2021 |
2021 Equity Incentive Plan and forms of agreements thereunder. Exhibit 10.14 TUSIMPLE HOLDINGS INC. 2021 EQUITY INCENTIVE PLAN (AS ADOPTED ON MARCH 4, 2021) TUSIMPLE HOLDINGS INC. 2021 EQUITY INCENTIVE PLAN ARTICLE 1. INTRODUCTION. The Board adopted the Plan to become effective immediately, although no Awards may be granted prior to the IPO Date. The purpose of the Plan is to promote the long-term success of the Company and the creation of stockholder value b |
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| March 23, 2021 |
Exhibit 10.11 ORDINARY SHARE PURCHASE AGREEMENT This Ordinary Share Purchase Agreement (this ?Agreement?) is made as of January 22, 2021 by and among Tusimple (Cayman) Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the ?Company?); and Perry Creek Capital Fund II LP, an exempted company duly formed and validly existing under the laws of the St |
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| March 23, 2021 |
Exhibit 10.10 ORDINARY SHARE PURCHASE AGREEMENT This Ordinary Share Purchase Agreement (this ?Agreement?) is made as of January 22, 2021 by and among Tusimple (Cayman) Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the ?Company?); and Perry Creek Capital Partners LP, an exempted company duly formed and validly existing under the laws of the S |
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| March 8, 2021 |
Exhibit 10.2 Loan Agreement This Loan Agreement (hereinafter referred to as the ?Agreement?) is made and entered into by and between the Parties below as of April 7, 2017, in Beijing, China: Party A (?Lender?): Jinzhuo Hengbang Technology (Beijing) Co., Ltd. Party B (?Borrower?): Beijing Tusen Weilai Technology Co., Ltd. For the purposes of the Agreement, Party A and Party B shall be hereinafter r |
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| March 8, 2021 |
TUSIMPLE (CAYMAN) LIMITED 2017 SHARE PLAN (as amended on November 20, 2019) Exhibit 10.13 TUSIMPLE (CAYMAN) LIMITED 2017 SHARE PLAN (as amended on November 20, 2019) TABLE OF CONTENTS Page SECTION 1. ESTABLISHMENT AND PURPOSE 1 SECTION 2. ADMINISTRATION 1 (a) Administrator 1 (b) Authority of the Board of Directors 1 SECTION 3. ELIGIBILITY 1 SECTION 4. SHARES SUBJECT TO PLAN 1 (a) Basic Limitation 1 (b) Additional Shares 2 SECTION 5. TERMS AND CONDITIONS OF AWARDS OR SALES |
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| March 8, 2021 |
TUSIMPLE (CAYMAN) LIMITED SERIES D-1 PREFERRED SHARE PURCHASE AGREEMENT Exhibit 10.5 TUSIMPLE (CAYMAN) LIMITED SERIES D-1 PREFERRED SHARE PURCHASE AGREEMENT This SERIES D-1 PREFERRED SHARE PURCHASE AGREEMENT (the ?Agreement?) is made on [date] by and among: 1) Tusimple (Cayman) Limited (the ?Company?), an exempted limited liability company incorporated in the Cayman Islands; 2) Tusimple (Hong Kong) Limited (the ?HK Co?), a limited liability company incorporated in Hon |
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| March 8, 2021 |
TUSIMPLE (CAYMAN) LIMITED SECURITIES PURCHASE AGREEMENT Exhibit 10.6 TUSIMPLE (CAYMAN) LIMITED SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?) is made on July 10, 2020, by and among: 1) Tusimple (Cayman) Limited (the ?Company?), an exempted limited liability company incorporated in the Cayman Islands; 2) Tusimple (Hong Kong) Limited (the ?HK Co?), a limited liability company incorporated in Hong Kong; 3) Beijing Tusen |
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| March 8, 2021 |
CERTIFICATE OF INCORPORATION TUSIMPLE HOLDINGS INC. ARTICLE I Exhibit 3.1 CERTIFICATE OF INCORPORATION OF TUSIMPLE HOLDINGS INC. ARTICLE I The name of this corporation is TuSimple Holdings Inc. ARTICLE II The address of the corporation?s registered office in the State of Delaware is 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808. The name of the corporation?s registered agent at such address is Corporation Service Company. ARTICLE III |
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| March 8, 2021 |
Youâve Exceeded the SECâs Traffic Limit Exhibit 10.4 Security Deposit Contract This Security Deposit Contract (hereinafter referred to as the ?Agreement?) is made and entered into by and among the parties below as of December 22, 2017, in Haidian District, Beijing: Party A: Jinzhuo Hengbang Technology (Beijing) Co., Ltd. Address: Room 522, 5th Floor, Scientific Research Building, Sina Headquarters, N-1, N-2 of Phase II Zhongguancun Soft |
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| March 8, 2021 |
ORDINARY SHARE PURCHASE AGREEMENT Exhibit 10.10 ORDINARY SHARE PURCHASE AGREEMENT This Ordinary Share Purchase Agreement (this ?Agreement?) is made as of January 22, 2021 by and among Tusimple (Cayman) Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the ?Company?); and Perry Creek Capital Partners LP, an exempted company duly formed and validly existing under the laws of the S |
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| March 8, 2021 |
TUSIMPLE (CAYMAN) LIMITED SEVENTH AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT Exhibit 4.1 TUSIMPLE (CAYMAN) LIMITED SEVENTH AMENDED AND RESTATED SHAREHOLDERS? AGREEMENT This SHAREHOLDERS? AGREEMENT (the ?Agreement?) is made on December 4, 2020, by and among: 1) Tusimple (Cayman) Limited (the ?Company?), an exempted limited liability company incorporated and existing under the Laws of the Cayman Islands; 2) the Persons listed on Schedule 1-A attached to this Agreement (each |
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| March 8, 2021 |
Table of Contents Confidential draft registration statement no. 3 submitted to the Securities and Exchange Commission on March 8, 2021. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20 |
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| March 8, 2021 |
March 8, 2021 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Larry Spirgel Kathleen Collins Alexandra Barone Rebekah Lindsey Re: TuSimple Holdings Inc. Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted February 16, 2021 CIK No. 0001823593 Ladies and Gentlemen: On behalf of Tusimple Hold |
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| March 8, 2021 |
Exhibit 21.1 SUBSIDIARIES OF TUSIMPLE HOLDINGS INC. Name of Subsidiary Jurisdiction of Organization TuSimple, Inc. United States of America TS Logistics, Inc. United States of America Tusimple (Hong Kong) Limited Hong Kong Tusimple (Hong Kong) Auto Tech Limited Hong Kong TuSimple Japan Co. Ltd Japan Beijing Tusen Zhitu Technology Co., Ltd. China Beijing Tusen Weilai Technology Co., Ltd. China Shan |
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| March 8, 2021 |
ORDINARY SHARE PURCHASE AGREEMENT Exhibit 10.11 ORDINARY SHARE PURCHASE AGREEMENT This Ordinary Share Purchase Agreement (this ?Agreement?) is made as of January 22, 2021 by and among Tusimple (Cayman) Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the ?Company?); and Perry Creek Capital Fund II LP, an exempted company duly formed and validly existing under the laws of the St |
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| March 8, 2021 |
Loan Transfer Tripartite Agreement Exhibit 10.3 Loan Transfer Tripartite Agreement This Loan Transfer Tripartite Agreement (?Agreement?) is entered into on June 19, 2017 in Haidian District, Beijing, the People?s Republic of China (?PRC?) by and among: Party A (Transferor): Beijing Tusen Hulian Technology Co., Ltd. Address: Room E429, 4th Floor, Building 3, 29 DongBeiWangNan Road, Haidian District, Beijing Unified Social Credit Cod |
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| March 8, 2021 |
TUSIMPLE HOLDINGS INC. SERIES E-2 PREFERRED STOCK PURCHASE AGREEMENT Exhibit 10.12 TUSIMPLE HOLDINGS INC. SERIES E-2 PREFERRED STOCK PURCHASE AGREEMENT This SERIES E-2 PREFERRED STOCK PURCHASE AGREEMENT (the ?Agreement?) is made on February 26, 2021, by and among: 1) TuSimple Holdings Inc. (the ?Company?), a Delaware corporate; 2) Tusimple (Hong Kong) Limited (the ?HK Co?), a limited liability company incorporated in Hong Kong; 3) Beijing Tusen Zhitu Technology Co. |
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| March 8, 2021 |
ORDINARY SHARE PURCHASE AGREEMENT Exhibit 10.9 ORDINARY SHARE PURCHASE AGREEMENT This Ordinary Share Purchase Agreement (this ?Agreement?) is made as of January 8, 2021 by and among Tusimple (Cayman) Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the ?Company?); and Classic Elite Limited, an exempted company duly formed and validly existing under the laws of the Cayman Island |
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| March 8, 2021 |
TUSIMPLE (CAYMAN) LIMITED SERIES E PREFERRED SHARE PURCHASE AGREEMENT Exhibit 10.8 TUSIMPLE (CAYMAN) LIMITED SERIES E PREFERRED SHARE PURCHASE AGREEMENT This SERIES E PREFERRED SHARE PURCHASE AGREEMENT (the ?Agreement?) is made on November 27, 2020, by and among: 1) Tusimple (Cayman) Limited (the ?Company?), an exempted limited liability company incorporated in the Cayman Islands; 2) Tusimple (Hong Kong) Limited (the ?HK Co?), a limited liability company incorporate |
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| March 8, 2021 |
TUSIMPLE (CAYMAN) LIMITED SECURITIES PURCHASE AGREEMENT Exhibit 10.7 TUSIMPLE (CAYMAN) LIMITED SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?) is made on August 6, 2020, by and among: 1) Tusimple (Cayman) Limited (the ?Company?), an exempted limited liability company incorporated in the Cayman Islands; 2) Tusimple (Hong Kong) Limited (the ?HK Co?), a limited liability company incorporated in Hong Kong; 3) Beijing Tuse |
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| February 16, 2021 |
February 16, 2021 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Larry Spirgel Kathleen Collins Alexandra Barone Rebekah Lindsey Re: Tusimple (Cayman) Limited Draft Registration Statement on Form S-1 Submitted December 23, 2020 CIK No. 0001823593 Ladies and Gentlemen: On behalf of Tusimple (Cayman) Limited |
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| February 16, 2021 |
Table of Contents Confidential draft registration statement no. 2 submitted to the Securities and Exchange Commission on February 16, 2021. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C |
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| December 23, 2020 |
Table of Contents Confidential draft registration statement submitted to the Securities and Exchange Commission on December 23, 2020. |
