UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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Emerging growth company
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Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On May 5, 2023, TuSimple Holdings Inc. (the “Company”) received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as a result of the Company not having timely filed its Quarterly Report on Form 10-Q for the period ended September 30, 2022 (the “Form 10-Q”) and its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Form 10-K”), the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) and Nasdaq has determined to deny the Company’s request for continued listing on Nasdaq. The Notice indicated that unless the Company appeals the delisting determination, which it intends to do, trading of the Company’s common stock will be suspended at the opening of business on May 15, 2023.
The Company intends to appeal the Nasdaq’s delisting determination to the Nasdaq Hearings Panel (the “Hearings Panel”) and request an extended stay of the suspension of trading of the Company’s securities until the date of such hearing. Hearings are typically scheduled to occur approximately 30 to 45 days after the date of the hearing request. However, there can be no assurance that the request for a stay or appeal before the Hearings Panel will be successful or that the Form 10-Q and Form 10-K will be filed in a timely manner or at all.
Item 4.01 | Changes in Registrant’s Certifying Accountant. |
On May 10, 2023, the Audit Committee of the Board of Directors of the Company (the “Audit Committee”) approved the appointment of UHY LLP (“UHY”) as the Company’s new independent registered public accounting firm for the fiscal year ended December 31, 2022. During the Company’s two most recent fiscal years (fiscal years ended December 31, 2021 and December 31, 2022) and the subsequent interim period through May 10, 2023, neither the Company nor anyone on its behalf consulted UHY regarding any of the matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.
We believe that selecting and engaging a new independent registered public accounting firm is an important step. Now that UHY has been appointed, we expect that work on the Form 10-Q and Form 10-K will commence immediately. The Company is working expeditiously on a detailed plan to present to the Hearings Panel in an effort to regain compliance with the Listing Rule. While the Company can provide no assurance as to timing, the Company plans to file the Form 10-Q and Form 10-K as soon as practicably possible.
Item 9.01 | Financial Statements and Exhibits. |
Exhibit No. |
Description | |
99.1 | Press Release by TuSimple Holdings Inc. on May 11, 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: May 11, 2023
Exhibit 99.1
TuSimple Receives Delisting Notice from Nasdaq and Announces Appointment of New Auditor
SAN DIEGO, May 11, 2023/PRNewswire/ TuSimple (Nasdaq: TSP) today announced that on May 5, 2023, TuSimple Holdings Inc. (the Company) received a notice (the Notice) from The Nasdaq Stock Market LLC (Nasdaq) indicating that, as a result of the Company not having timely filed its Quarterly Report on Form 10-Q for the period ended September 30, 2022 (the Form 10-Q) and its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the Form 10-K), the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the Listing Rule) and Nasdaq has determined to deny the Companys request for continued listing on Nasdaq. The Notice indicated that unless the Company appeals the delisting determination, which it intends to do, trading of the Companys common stock will be suspended at the opening of business on May 15, 2023.
The Company intends to appeal the Nasdaqs delisting determination to the Nasdaq Hearings Panel (the Hearings Panel) and request an extended stay of the suspension of trading of the Companys securities until the date of such hearing. Hearings are typically scheduled to occur approximately 30 to 45 days after the date of the hearing request. However, there can be no assurance that the request for a stay or appeal before the Hearings Panel will be successful or that the Form 10-Q and Form 10-K will be filed in a timely manner or at all.
On May 10, 2023, the Audit Committee of the Board of Directors of the Company (the Audit Committee) approved the appointment of UHY LLP (UHY) as the Companys new independent registered public accounting firm for the fiscal year ended December 31, 2022. During the Companys two most recent fiscal years (fiscal years ended December 31, 2021 and December 31, 2022) and the subsequent interim period through May 10, 2023, neither the Company nor anyone on its behalf consulted UHY regarding any of the matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.
We believe that selecting and engaging a new independent registered public accounting firm is an important step. Now that UHY has been appointed, we expect that work on the Form 10-Q and Form 10-K will commence immediately. The Company is working expeditiously on a detailed plan to present to the Hearings Panel in an effort to regain compliance with the Listing Rule. While the Company can provide no assurance as to timing, the Company plans to file the Form 10-Q and Form 10-K as soon as practicably possible.
About TuSimple
TuSimple is a global autonomous driving technology company headquartered in San Diego, California, with operations in Arizona, Europe, 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 companys 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. Visit us at www.tusimple.com.
Forward-Looking Statements
This press release contains forward-looking statements, including statements regarding the Companys ability to remain listed on Nasdaq. 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 those related to the new independent registered public accounting firms ability to complete its reviews and audit on the timeline anticipated, the Companys ability to complete the Form 10-Q and Form 10-K within the anticipated time period, Nasdaqs decision regarding whether and when to grant and schedule a hearing before the Hearings Panel, the Companys ability to regain compliance with Nasdaq listing standards, the Companys restructuring plan including potential cost-savings, autonomous driving being an emerging technology, the development of the Companys technologies and products, the Companys limited operating history in a new market, the regulations governing autonomous vehicles, changes in the Companys board of directors and senior management, the Companys dependence on its senior management team, reliance on third-party suppliers, potential product liability or warranty claims, the protection of the Companys intellectual property, securities class action litigation, strategic alternatives for the Companys Asia business, and government or regulatory policies, inquiries and actions. 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 most recent annual report on Form 10-K, filed with the SEC on February 24, 2022, and the Companys 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.
SOURCE TuSimple Holdings, Inc.
Media Contact
TuSimple PR Team, pr@tusimple.ai
Investor Relations Contact
Ryan Amerman, ryan.amerman@tusimple.ai
Document and Entity Information |
May 05, 2023 |
---|---|
Cover [Abstract] | |
Amendment Flag | false |
Entity Central Index Key | 0001823593 |
Document Type | 8-K |
Document Period End Date | May 05, 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 |