TuSimple Announces Intention to Delist from Nasdaq

 Since TuSimple’s initial public offering in 2021, there has been a significant shift in capital markets, due in part to rising interest rates and quantitative tightening, that has changed investor sentiment

TuSimple (Nasdaq: TSP) (the “Company”) 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 delist and deregister was made by a Special Committee (the “Special Committee”) of the Board of Directors (the “Board”) of the Company, comprised solely of independent directors. 

The Company intends to file a Form 25 with the SEC to remove its Common Stock from listing on Nasdaq and to deregister its Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or about Jan. 29, 2024, and as a result, the Company expects that the last trading day of its Common Stock on Nasdaq will be on or about Feb. 7, 2024. The Company also expects to file a Form 15 with the SEC on or about Feb. 8, 2024, after which the Company will no longer have any reporting obligations under Sections 13(a) and 15(d) of the Exchange Act, including Forms 10-K, 10-Q, and 8-K.

In making its determination, the Special Committee concluded that delisting and deregistering is in the best interests of the Company and its stockholders. Since TuSimple’s initial public offering in 2021, there has been a significant shift in capital markets, due in part to rising interest rates and quantitative tightening, that has changed investor sentiment for pre-commercialization technology growth companies. The Company’s valuation and liquidity have declined, while the Company’s stock price volatility has increased significantly. Accordingly, the Special Committee determined that the benefits of remaining a publicly traded company no longer justify the costs. As previously disclosed, the Company is undergoing a transformation that the Company believes it can better navigate as a private company than as a publicly traded one.

In connection with the delisting and deregistration of the Company’s common stock, the Special Committee negotiated and approved, and the Company has entered into, a Cooperation Agreement with Mo Chen, the Company’s Executive Chairman, pursuant to which Chen has agreed to abide by certain standstill provisions set forth in the Cooperation Agreement during a standstill period commencing on the date of the Agreement and ending on the date that is two years from the effective date of the Form 15. As contemplated by the Cooperation Agreement, the Company has also amended its Amended and Restated Bylaws to provide that the Board will consist of at least three independent directors and to require that any transaction with Chen or his affiliates would require the approval of a majority of independent directors, a committee composed solely of independent directors or a majority of the disinterested holders of the Company’s Class A common stock.

Further information regarding the delisting and registration, as well as the Cooperation Agreement and amendments to the Amended and Restated Bylaws, can be found in the Letter to Stockholders available on the Company’s investor relations website at www.tusimple.com and in the Current Report on Form 8-K filed with the SEC in connection with this announcement. 

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