TuSimple’s Nasdaq Delisting Plan

TuSimple Holdings Inc., a prominent player in the autonomous vehicle sector, today declared its intention to voluntarily delist its common stock from the Nasdaq Stock Market and to cease its registration with the Securities and Exchange Commission (SEC). This strategic move, led by the company’s independent directors, signals a significant shift in its market presence.

The company, known for its cutting-edge technology in self-driving trucks, plans to submit a Form 25 to the SEC around January 29, 2024. This action will initiate the delisting of its common stock from Nasdaq and its deregistration under the Securities Exchange Act of 1934. Consequently, February 7, 2024, is anticipated to be the last trading day for TuSimple’s common stock on Nasdaq. Following this, the company aims to file a Form 15 with the SEC around February 8, 2024, effectively ending its reporting obligations under specific sections of the Exchange Act, including Forms 10-K, 10-Q, and 8-K.

The Special Committee, tasked with this decision, concluded that the delisting and deregistration align with the best interests of the company and its shareholders. Since its IPO in 2021, TuSimple has witnessed a significant shift in capital market dynamics. Factors like rising interest rates and quantitative tightening have altered investor attitudes towards pre-commercialization technology growth companies. The company has experienced a decrease in valuation and liquidity, alongside increased stock price volatility. The Committee believes that the advantages of being a publicly traded entity no longer outweigh the associated costs. TuSimple is currently undergoing a transformation and anticipates that operating as a private company will be more conducive to its future plans.

In line with these changes, a Cooperation Agreement was negotiated and approved by the Special Committee and entered into with Mo Chen, TuSimple’s Executive Chairman. This agreement includes standstill provisions effective for two years from the Form 15 effective date. Additionally, amendments were made to the company’s Amended and Restated Bylaws. These amendments ensure that the Board comprises at least three independent directors and that any transactions involving Chen or his affiliates will require approval from either a majority of independent directors, a committee of independent directors, or a majority of the disinterested holders of the company’s Class A common stock.

Detailed information about the delisting, deregistration, Cooperation Agreement, and bylaw amendments can be accessed through the Letter to Stockholders on TuSimple’s investor relations website and in the Current Report on Form 8-K filed with the SEC.


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