8-K

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)

(619) 916-3144

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 7, 2022, the board of directors (the “Board”) of TuSimple Holdings Inc. (the “Company”), appointed James Lu to the Board, effective immediately. Mr. Lu will serve until the Company’s 2023 annual meeting of stockholders and until his successor is elected and qualified. The Board has determined that Mr. Lu meets the requirements for independence under the Securities Exchange Act of 1934, as amended, and under the applicable listing standards of The Nasdaq Stock Market.

Mr. Lu will enter into the Company’s standard form of indemnification agreement filed as Exhibit 10.1 to the Company’s registration statement on Form S-1, filed with the SEC on March 23, 2021.

There are no arrangements or understandings between Mr. Lu and any other persons pursuant to which he was elected as a member of the Board. There are no family relationships between Mr. Lu and any director, executive officer, or any person nominated or chosen by the Company to become a director or executive officer. Mr. Lu is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

The Company issued a press release in connection with the foregoing appointment. A copy of this press release is furnished as Exhibit 99.1 to this report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 12, 2022

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 serves as the Chairperson of Grindr, the world’s largest LGBTQ social dating application. In addition, Mr. Lu is Director, Chairman and Chief Executive Officer of Life Concepts Holdings Limited, an investment company mainly engaged in restaurant operations; Director of Fusion Media Limited, an Internet publishing company; and Director of Global Commerce Technology Limited, a software development company.

“James comes with a wealth of experience in the technology sector, and has keen understanding of the full life cycle of startups to mature companies. He has extensive board of directors experience, and he understands first-hand the challenges of scaling deep technology organizations,” said Cheng Lu, President and CEO of TuSimple. ”I look forward to working with James as we set TuSimple on a course to deliver our vision for safe and efficient autonomous freight technology.”

Lu was the Global Head of Amazon Marketing Services from 2011 to 2015, and he was Vice President of content ecosystems at Baidu from 2015 to 2017. Lu founded the social network Yoolin in 2006 and was its Chief Executive Officer from 2006 to 2007. He holds a master of science in electrical engineering and computer science from the University of Michigan – Ann Arbor.

There are no family relationships between Lu and any director, executive officer, or any person nominated or chosen by the Company to become a director or executive officer.

About TuSimple

TuSimple is a global autonomous driving technology company headquartered in San Diego, California, with operations in Arizona, Texas, Europe, and China. Founded in 2015, TuSimple is developing a commercial-ready, fully autonomous (SAE Level 4) driving solution for long-haul heavy-duty trucks. TuSimple aims to transform the $4 trillion global truck freight industry through the company’s leading AI technology, which makes it possible for trucks to drive safely autonomously, operate nearly continuously, and reduce fuel consumption by 10%+ relative to manually driven trucks. Global achievements include the world’s first fully autonomous, ‘driver-out’ semi-truck run on open public roads, and development of the world’s first Autonomous Freight Network (AFN). Visit us at www.tusimple.com.