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 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.
About TuSimple
TuSimple is a global autonomous driving technology company
headquartered in San Diego,
California, with operations in the
United States and Asia.
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 see
1,000 meters away, 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 in the U.S. and
China, and development of the
world's first Autonomous Freight Network (AFN). Visit us at
www.tusimple.com.
Forward-Looking Statements
This press release contains forward-looking statements,
including statements regarding the Company's strategy, intentions
to voluntarily delist its common stock from Nasdaq and to terminate
registration of the Company's common stock with the SEC, and any
anticipated benefits of such actions. These statements are based on
current expectations as of the date of this press release and
involve a number of risks and uncertainties, which may cause
results to differ materially from those indicated by these
forward-looking statements. Many important factors could cause
actual future events to differ materially from the forward-looking
statements in this press release, including, but not limited to,
the Company's plans to delist from Nasdaq and terminate the
registration of the Company's common stock with the SEC, autonomous
driving being an emerging technology, the development of the
Company's technologies and products, the Company's limited
operating history in a new market, the regulations governing
autonomous vehicles, changes in the Company's board of directors
and senior management, the Company's dependence on its senior
management team, the Company's reliance on third-party suppliers,
the Company's potential product liability or warranty claims, the
protection of the Company's intellectual property, the Company's
involvement in securities class action litigation and in government
or regulatory investigations, inquiries, and actions, and the
Company's plans to wind down the U.S. operations. Moreover, the
Company operates in a competitive and rapidly changing environment,
and new risks may emerge from time to time. The foregoing list of
factors is not exhaustive.
You should carefully consider the foregoing factors and the
other risks and uncertainties described under the caption "Risk
Factors" in our Annual Report on Form 10-K for the fiscal year
ended December 31, 2022, filed with
the SEC on September 7, 2023, and the
Company's other filings with the SEC. These SEC filings identify
and address other important risks and uncertainties that could
cause actual events and results to differ materially from those
contained in the forward-looking statements. Forward-looking
statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements,
and we assume no obligation and do not intend to update or revise
these forward-looking statements, whether as a result of new
information, future events, or otherwise. We do not give any
assurance that we will achieve our expectations.
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SOURCE TuSimple Holdings, Inc.