April 7, 2021
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3720
TuSimple Holdings Inc.
Registration Statement on Form S-1
Submitted March 23, 2021
File No. 333-254616
Ladies and Gentlemen:
On behalf of TuSimple Holdings Inc. (the Company), we submit this letter in response to comments from the staff (the Staff) of the Securities and Exchange Commission (the Commission) received by letter dated April 2, 2021, relating to the Companys Registration Statement on Form S-1 filed on March 23, 2021 (the Companys Registration Statement).
On behalf of the Company, we are also filing an amended version of the Companys Registration Statement on Form S-1 (Amended Registration Statement).
In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Companys response. Except as otherwise specifically indicated, page references herein correspond to the pages of the Amended Registration Statement.
TuSimple Holdings Inc.
April 7, 2021
Form S-1 filed March 23, 2021
Summary Consolidated Financial Data, page 33
We note your response to prior comment 3 and your removal of pro forma per share disclosures. As the initial public offering, automatic conversion of preferred stock and vesting of stock based compensation appear to have a material impact on your historical financial results, it is unclear why you have removed such presentation. Refer to Article 11-01(a)(8) and 11-02(a)(6)(i)(B) of Regulation S-X. Please revise accordingly and ensure you address the items in our prior comment.
RESPONSE TO COMMENT 1: In response to the Staffs comment, the Company has revised its disclosure on pages 34 and 35 of the Amended Registration Statement to include the pro forma per share disclosures.
Notes to Consolidated Financial Statements
Note 16. Subsequent Events, page F-39
We note your revised disclosures regarding the CEO performance awards granted in March 2021. Please further revise to disclose the amount of estimated compensation expense that will impact your future financial statement based on your assumed IPO price as previously communicated. Refer to ASC 855-10-50-2(b).
RESPONSE TO COMMENT 2: In response to the Staffs comment, the Company has revised its disclosure on pages F-39 and F-40 of the Amended Registration Statement.
Exhibit 23.1, page 1
Please revise the consent of your independent auditors to include the date of their audit report and to appropriately identify all periods and financial statements that have been audited. Refer to Item 601(b)(23)(i) of Regulation S-K.
RESPONSE TO COMMENT 3: In response to the Staffs comment, the independent auditors consent has been revised accordingly.
TuSimple Holdings Inc.
April 7, 2021
Please contact the undersigned at (650) 463-5335 if you have any questions with respect to this response or the Amended Registration Statement.
|Very truly yours,|
|Jeffrey R. Vetter, Esq.|
James Mullen, Esq.
TuSimple Holdings Inc.
Zhen Liu, Esq.
Richard Chang, Esq.
Colin Conklin, Esq.
Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
Richard Truesdell, Esq.
Stephen Byeff, Esq.
Davis Polk & Wardwell, LLP
We operate in the United States and this Privacy Statement is intended for users located in the United States. If you are located outside of the U.S., please be aware that the information we collect will be processed in the U.S. and will be subject to U.S. law. By accessing or using the Services or otherwise providing information to us, you consent to the processing, transfer and storage of information in and to the U.S. and other countries, where you may not have the same rights and protections as you do under local law.
Presently, the personal information we may collect includes:
The technologies we use for this automatic data collection may include cookies, web beacons, tracking pixels, and other tracking technologies on our website, including:
Like many companies, we and our service providers may use "cookies" and other tracking technologies to gather information about your visit to our Website (see “Information We Collect” above). We use these tools to measure site activity, provide a better user experience, and to deliver, evaluate and tailor our marketing communications and online advertisements for you. Cookies are used by websites and web browsers to maintain information regarding your previous activities on a website, including what content has been displayed to you. Cookies are also used to optimize the performance of our Website.
We may use the personal information you provide to us or that we collect about you to:
We may aggregate or de-identify information such that it is no longer linked to you or your device. This notice does not limit our ability to use or disclose aggregated or de-identified information that is not linked to you.
We will not sell or rent your personal information to anyone.
At all times, TuSimple reserves the right to disclose your personal information where required by law or to comply with a valid legal process (such as a search warrant, subpoena, or court order), to investigate or remedy potential violations of our policies, to protect TuSimple’s rights or property, or during emergencies when personal safety is at risk.
We may also share your personal information with our third-party service providers (but only as necessary to provide services to us) and our affiliates, in which case we will require those third-party service providers and affiliates to keep such information confidential and use it only for the purposes for which we disclose it to them.
Among the third-party service providers that TuSimple uses, and which may collect your personal information on TuSimple’s behalf in order to provide services to TuSimple, are the following:
Finally, we may share your personal information with a buyer or other successor company in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of TuSimple’s assets, whether as a going concern or as part of a bankruptcy, liquidation, or similar proceeding, in which personal information held by TuSimple about our website visitors is among the assets transferred.
If you have any questions as to how we collect and use your personal information, or would like to opt out of any future contacts from us, please contact us at email@example.com. In addition, to the extent required by applicable law, you may have the right to request access to or delete your personal information. If you wish to do any of these things, please contact us at the email address listed above.
For your convenience and informational purposes, our Website may contain links to external websites that are not owned or controlled by TuSimple. TuSimple has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any external websites. If you visit such sites, your activities and the collection, use, and disclosure of information will be subject to the privacy policies and terms of the external websites or services, and not this Privacy Statement.
TuSimple’s website is not intended for children. It is intended for adults. We do not knowingly collect personal information from children under the age of 13. If we find out that a child under 13 has given us personal information, we will take steps to delete that information.
We have implemented reasonable measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration and disclosure. But no security measures are 100% secure and, thus, we cannot guarantee the security of your information. Any transmission of personal information is at your own risk. We are not responsible for the circumvention by any third party of any privacy settings or security measures we implement.
For information regarding your privacy as a candidate for a position with TuSimple, please visit our Candidate Privacy Statement.
In some places you may have certain rights under privacy and data protection laws. These may include the right to request to have your personal information updated or deleted, to access your personal information, or to object to TuSimple using that personal information for certain purposes. These rights are subject to verification and certain exceptions. If you are a California resident, for instance, state law affords you certain privacy rights. You can learn more about these in the next section, “California Privacy Rights and Additional Information.”
No matter where you are from, if you have questions or concerns about TuSimple’s privacy practices or this Privacy Statement, please contact us at firstname.lastname@example.org.
If you are a California resident, the California Consumer Privacy Act (“CCPA”) allows you to make certain requests about your personal information (as defined in the CCPA). Specifically, the CCPA allows you to request that we:
Please note that certain information may be exempt from such requests under California law. For example, we need certain information in order to provide our Website to you.
The CCPA further provides you with the right not to be discriminated against (as provided for by applicable law) for exercising your access or deletion rights.
If you would like to exercise these rights please contact us as email@example.com.
If you are a California resident you have the right to request information from TuSimple regarding the manner in which TuSimple shares certain categories of your personal information with third-parties, for the third-parties’ direct marketing purposes. We do not share personal information for such purposes.
This Privacy Statement explains what information we collect during the application and recruitment process, how we use that information, and how you may access and update it.
TuSimple’s hiring process consists of multiple steps designed to evaluate your skills and qualifications for a particular position. When you choose to participate in the TuSimple hiring process, TuSimple may collect or obtain personal information about you. This information may include:
TuSimple will use the information that you provide to assist in our recruitment and hiring process, including the following:
We will retain your personal information for the period necessary to fulfill the purposes outlined in this statement unless longer retention is required by law or for auditing purposes.
If you have concerns or questions about this Privacy Statement for Applicants and Candidates or about TuSimple’s privacy practices, you may contact us at firstname.lastname@example.org
In some places, you may have certain rights under data protection law. These may include the right to have your information updated or deleted, to access your information, or to object to TuSimple using it for certain purposes.
If you wish to access, correct, or delete your information, please contact email@example.com. We will process requests in accordance with applicable law, and there may be circumstances where we are not able to comply with your request.
We may update this Privacy Statement from time to time. We will post any changes to this policy to this page.