UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 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
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, Incs 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 Companys March 13, 2023 Form 8-K (the 8-K).
Last night I read for the first time the Companys 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 TuSimples 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 Companys 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 TuSimples 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. Thats appalling and hardly reflects an unbiased search for the truth.
I believe that TuSimples latest attack stems from a concerted effort to blame me for the low morale among talented employees and from managements 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
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 Companys 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 Companyon 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 Companys 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 Companys roadmap since 2022. In fact, it was presented during the May 2022 Analyst Daywhen you were the Companys 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 Companys 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 Companys 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 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 600 San Diego, CA 92122 | www.tusimple.com |
Document and Entity Information |
Mar. 16, 2023 |
---|---|
Cover [Abstract] | |
Amendment Flag | false |
Entity Central Index Key | 0001823593 |
Document Type | 8-K |
Document Period End Date | Mar. 16, 2023 |
Entity Registrant Name | TuSimple Holdings Inc. |
Entity Incorporation State Country Code | DE |
Entity File Number | 001-40326 |
Entity Tax Identification Number | 86-2341575 |
Entity Address, Address Line One | 9191 Towne Centre Drive |
Entity Address, Address Line Two | Suite 600 |
Entity Address, City or Town | San Diego |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 92122 |
City Area Code | (619) |
Local Phone Number | 916-3144 |
Written Communications | false |
Soliciting Material | false |
Pre Commencement Tender Offer | false |
Pre Commencement Issuer Tender Offer | false |
Security 12b Title | Class A Common Stock, par value $0.0001 per share |
Trading Symbol | TSP |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |
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