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): March 16, 2023

TuSimple Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-40326	86-2341575
(State or other jurisdiction<br> <br>of incorporation)	(Commission<br> <br>File Number)	(IRS Employer<br> <br>Identification No.)
9191 Towne Centre Drive, Suite 600
---
San Diego, CA 92122
(Address of principal executive offices, including zip code)

(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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br>Symbol(s)	Name of each exchange<br> <br>on which registered
Class A Common Stock, par value $0.0001 per share	TSP	The Nasdaq Stock Market LLC (Nasdaq Global Select Market)

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 8.01.	Other Events.

On March 14, 2023, the board of directors (the “Board”) of TuSimple Holdings Inc. (the “Company”) received a letter dated March 14, 2023 from Dr. Xiaodi Hou, who resigned from the Board on March 9, 2023. A copy of Dr. Hou’s letter is attached as Exhibit 99.1 to this report on Form 8-K.

On March 16, 2023, Mo Chen, Executive Chairman of the Board, sent a response letter on behalf of the Board to Dr. Hou, a copy of which is attached as Exhibit 99.2 to this report on Form 8-K.

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits

Exhibit<br> <br>No.	Description
99.1	Letter from Dr. Xiaodi Hou to TuSimple Holdings Inc.’s Board of Directors, dated March 14, 2023.
99.2	Response Letter to Dr. Xiaodi Hou from Mo Chen on behalf of TuSimple Holdings Inc.’s Board of Directors, dated March 16, 2023.
104	Cover Page Interactive Data File (formatted as Inline XBRL).

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.

TuSimple Holdings Inc.
By:	/s/ Eric Tapia
	Eric Tapia
	Chief Financial Officer

Dated: 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 Thursday, March 9th, and the Company’s March 13, 2023 Form 8-K (the “8-K”).

Last night I read for the first time the Company’s 8-K announcing my resignation. I was not provided with a draft of this disclosure prior to its filing, so I wish to provide some further thoughts that led to my decision.

I resigned from TuSimple last week given my continuing concerns about current leadership at the company, and my fundamental disagreement with TuSimple’s new business strategy and future direction. It was time for me to step down from the board and move on with my life. And then when I learned about the Company’s investigation into my future plans and conversations with employees, I became greatly concerned about the fairness and bias of the process.

I believe that the so-called investigation was retaliation instigated by TuSimple’s Chairman and CEO in response to my disagreements over several decisions. For example, I was openly critical of their decision to shift the focus from level 4 autonomous driving to level 2 assisted driving. And I refused to support the lucrative CEO executive compensation package they sought while simultaneously laying off hundreds of extremely talented employees just before Christmas.

I am regularly approached by current TuSimple employees who are disappointed with the current leadership and direction of the company. They come to me because we were a family, and we still are. Over the past few months, many employees reached out to me for my advice about their careers and the changes at the company. Many asked about my own plans. In every engagement, I stayed true to my responsibilities and duties as a director.

I understand some employees were cornered, harassed and threatened by management during the interview process. That’s appalling and hardly reflects an unbiased search for the truth.

I believe that TuSimple’s latest attack stems from a concerted effort to blame me for the low morale among talented employees and from management’s fear of what I could accomplish on my own.

There have just been too many moments of frustration, agony, and disappointment over the past year. Many TuSimple employees have lost all sense of the mission we originally had to transform the transportation industry through autonomous trucking. Without a mission and good leadership, it appears that TuSimple has now resorted to threats and intimidation.

Sincerely,

2

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 completion of an internal investigation that you knew related to allegations that you improperly approached Company employees to work for a new business venture that you were planning to pursue. Your resignation letter made no mention of any disagreement with the Company—on any issue. Indeed, it was clear from the timing of your resignation that you wanted to avoid a requested interview with Company counsel or any potential action by the Audit Committee.

Your letter is riddled with post-hoc excuses for your resignation, which are pretextual and false. Throughout your tenure with the Board, your views were always welcomed and genuinely considered by your fellow board members. Not once did we deprive you of an opportunity to be heard on any issue.

Your comments about the Company’s strategic initiatives are wrong and, we believe, are intended to hurt the Company. The development of an L2+ Driver-in ADAS solution in the China market has been reflected in the Company’s roadmap since 2022. In fact, it was presented during the May 2022 Analyst Day—when you were the Company’s Chief Executive Officer. A continued expansion of a previously disclosed initiative is not a change in direction. To now suggest that developing L4 autonomous driving is not the Company’s main focus and mission is false and misleading.

Lastly, your attack on Company management and the internal investigation is baseless and simply an effort to divert attention from your own conduct and the very serious allegations that, while serving on the Company’s Board of Directors, you solicited company employees to work for your personal business venture.

Rest assured, the Company will vigorously protect its employees, and its intellectual property. We therefore ask that you honor the cease and desist letter delivered to your counsel. We wish to finally put the distractions of your tenure at the Company behind us, and to continue to focus on our mission of making autonomous driving a reality.

+1 (619)916-3144	9191 Towne Centre Dr, Ste<br>600 San Diego, CA 92122	www.tusimple.com

Sincerely,
/s/ Mo Chen
Mo Chen
Executive Chairman
On Behalf of the Board of Directors
Of TuSimple Holdings Inc.

CC:

James R. Asperger

Brian Timmons

+1 (619)916-3144	9191 Towne Centre Dr, Ste<br>600 San Diego, CA 92122	www.tusimple.com