UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______to______
Commission file number 001-40326
TuSimple Holdings Inc.
(Exact name of registrant as specified in its charter) | | | | | | | | |
| Delaware | | 86-2341575 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
9191 Towne Centre Drive, Suite 600 San Diego, CA | | 92122 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant's telephone number, including area code (619) 916-3144
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Class A Common Stock, par value $0.0001 per share | TSP | The Nasdaq Stock Market LLC (Nasdaq Global Select Market) |
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | |
| Large accelerated filer | ☒ | Accelerated filer | ☐ |
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
| | 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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of voting stock held by non-affiliates of the Registrant on June 30, 2022, based on the closing price of $7.23 for shares of the Registrant’s Class A common stock as reported by the Nasdaq Global Select Market, was approximately $948.7 million. Shares of common stock beneficially owned by each executive officer, director, and holder of more than 10% of our common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
As of August 31, 2023, the number of shares of the registrant’s Class A common stock outstanding was 205,103,184 and the number of shares of the registrant’s Class B common stock outstanding was 24,000,000.
| | | | | | | | |
| Auditor Name: UHY LLP | Auditor Location: Irvine, California | Auditor Firm ID: 1195 |
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
TuSimple Holdings Inc. is filing this Amendment No. 1 (the "Amendment") to its Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission on September 7, 2023 (the “Original Filing”). This Amendment is being filed for the purpose of correcting the certifications of its Principal Executive Officer and Principal Financial Officer required by Rule 13a-14(a), filed as Exhibits 31.1 and 31.2 to the Original Filing, each of which inadvertently omitted language in the introductory portion of paragraph 4 as well as paragraph 4(b). This Amendment is also being filed for the purpose of correcting the certifications of its Principal Executive Officer and Principal Financial Officer required by Section 1350, filed as Exhibits 32.1 and 32.2 to the Original Filing, each of which inadvertently referred to the year ended December 31, 2021 instead of December 31, 2022 in paragraph 1. Except as otherwise expressly noted, this Amendment does not modify or update in any way (i) the consolidated financial position, the results of operations or cash flows of TuSimple, or (ii) the disclosures in or exhibits to the Original Filing; nor does it reflect events occurring after the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing and TuSimple’s other filings made with the SEC subsequent to the Original Filing.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
a)The following exhibits are filed as part of this amendment:
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| | | | Incorporated by Reference | |
| Exhibit Number | | Description | | Form | | File No. | | Exhibit | | Filing Date | | Filed Herewith |
| 31.3 | | | | | | | | | | | | X |
| 31.4 | | | | | | | | | | | | X |
| 32.3* | | | | | | | | | | | | X |
| 32.4* | | | | | | | | | | | | X |
| 104 | | Cover Page Interactive Data File (embedded within the inline XBRL document) | | | | | | | | | | X |
* The certifications attached as Exhibit 32.1 and 32.2 that accompany this Annual Report on Form 10-K are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of TuSimple Holdings Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| | |
| TUSIMPLE HOLDINGS INC. |
| |
| By: | | /s/ Cheng Lu |
| | Name: Cheng Lu |
| | Title: Chief Executive Officer |
Date: September 25, 2023
