United States securities and exchange commission logo





                              March 19, 2021

       Patrick Dillon
       Chief Financial Officer
       TuSimple Holdings Inc.
       9191 Towne Centre Drive
       Suite 600
       San Diego, CA 92122

                                                        Re: TuSimple Holdings
Inc.
                                                            Amendment No. 2 to
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted March 8,
2021
                                                            CIK No. 0001823593

       Dear Mr. Dillon:

             We have reviewed your amended draft registration statement and
have the following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments. References to our prior comments refer to our letter dated
March 1, 2021.

       Amendment No. 2 to Draft Registration Statement on Form S-1

       Prospectus Summary
       Our Solution, page 13

   1.                                                   We note your disclosure
revisions in response to our prior comment 1. Please
                                                        revise throughout the
filing to disclose the current timeframe in which you expect to begin
                                                        filling reservations
for your trucks. In this regard, you state that your goal is to
                                                        have factory produced
L4 autonomous semi-trucks available at scale in 2024. Please
                                                        clarify whether "at
scale" means you will be able to fill all of reservations within a short
                                                        period of time
subsequent to achieving this goal or whether it will take a longer period of
 Patrick Dillon
TuSimple Holdings Inc.
March 19, 2021
Page 2
         time subsequent to the achievement of at scale production. If the
latter is true, please
         disclose your current expected timeframe or state that you are not
able to estimate such
         timeframe.
2.       Your disclosure indicates that the reservation system was established
by you and
         Navistar. Please clarify the following information, where applicable:
             Whether the customer places the reservation and any related
deposit with you or with
            Navistar. If the customer places the reservation with Navistar,
disclose how often you
            receive updates regarding the total number of outstanding
reservations received by
            Navistar so a reader may ascertain how current this information is.
             Disclose whether you have collected any deposits thus far and if
so, include the
            amount. If you collect and hold the deposit, revise your liquidity
section to disclose
            the impact that refunds may have on your liquidity and how you
anticipate providing
            refunds of these deposits in the future, if required.
Summary Consolidated Financial Data, page 33

3.       Please refer to our prior comment 2 and address the following as it
relates to your pro
         forma per share information:
             Revise the weighted average shares used in computing pro forma net
loss per share to
             include adjustments for share issuances similar to those included
in the pro forma
             column to your capitalization table.
             Include the Class B shares to be issued to your founders in the
weighted average
             shares outstanding or explain your basis for excluding such items
from your weighted
             average shares.
             Revise the numerator for your per share calculations to include
adjustments for the
             compensation expense associated with the RSU and SVA Settlement
and the
             performance-based options that will vest upon effectiveness.
Similarly, adjust for
             other items included in your pro forma accumulated deficit
calculations or explain
             why you believe exclusion here is appropriate. Refer to Rule
11-01(a)(8).
             Considering the number of adjustments included in your pro forma
per share
             calculations, revise to provide a quantified reconciliation of
both the numerator and
             denominator in footnote (1).
Risk Factors
Risks Related to Our Dependence on Third Parties
We rely on our business partners and other industry participants for our
AFN..., page 40

4.     Please revise to address any risks associated with the fact that any
product license
FirstName LastNamePatrick Dillon
       agreements or long-term cooperation agreements associated with your
Navistar and
Comapany    NameTuSimple
       Traton               Holdings
              joint development        Inc. will not be negotiated and
finalized until completion of
                                  projects
March the
       19, development
           2021 Page 2 activities.
FirstName LastName
 Patrick Dillon
FirstName  LastNamePatrick Dillon
TuSimple Holdings  Inc.
Comapany
March       NameTuSimple Holdings Inc.
       19, 2021
March3 19, 2021 Page 3
Page
FirstName LastName
Risks Related to Our International Operations
Changes to trade policy, tariffs, and import/export regulations may have a
material adverse effect
on our business..., page 61

5.       We note your response to our prior comment 3. Please further revise
your risk factor to
         make clear that CFIUS has initiated a review of an investor's 2017
investment and the
         potential ramifications of such a review.
Risks Related to Our Class A Common Stock and This Offering, page 62

6.       Disclose whether the company expects to be a    controlled company
under the rules of
         the Nasdaq. If so, please revise throughout the registration statement
to disclose such
         status and the consequences. Also disclose whether the company intends
to avail itself to
         the corporate governance exemptions afforded to a    controlled
company    under the rules
         of Nasdaq.
Capitalization, page 75

7.       Please revise to include a discussion of all pro forma adjustments and
provide quantified
         information where appropriate. In this regard, based on the pro forma
number of shares
         outstanding, it appears that you have included the issuance of Series
E preferred shares in
         January 2021; the exercise of Series E-2 preferred share warrants in
February 2021; and
         the exercise of Series E warrants assuming that you have received
notices of exercise from
         the holders. Similarly, the pro forma accumulated deficit appears to
include adjustments
         for compensation expense related to performance-based options that
will vest upon the
         offering, compensation related to a separation agreement and a gain
related to
         the expiration of unexercised warrants.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Components of Results of Operations, page 82

8.       You state that the warrants outstanding as of December 30, 2020 were
exercised prior to
         the consummation of this offering; however, it appears from your
subsequent events
         disclosure that only Traton exercised their warrant. Please revise to
clarify. Also, explain
         further your change to the Black-Scholes option pricing model as of
December 31, 2020.
         In this regard, tell us how the variability surrounding which series
of redeemable
         convertible preferred stock the warrants are exercised into has been
resolved and revise
         your disclosures as necessary.
Commitments and Contractual Obligations, page 90

9.       Please revise to include a discussion of the payments that may be
required to Navistar
         under your joint development agreement.
 Patrick Dillon
FirstName  LastNamePatrick Dillon
TuSimple Holdings  Inc.
Comapany
March       NameTuSimple Holdings Inc.
       19, 2021
March4 19, 2021 Page 4
Page
FirstName LastName
Consolidated Financial Statements
Note 9. Redeemable Convertible Preferred Shares and Preferred Share Warrants,
and
Shareholders Deficit, page F-24

10.      Please disclose the number of shares that would be issued under the
Navistar warrants if
         exercised at the balance sheet date. Disclose the fair value of the
underlying shares at the
         balance sheet date for all warrants outstanding, if different than the
exercise price. Refer
         to ASC 480-10-50-2.
11.      Please provide us with an analysis of the specific guidance applied or
analogized to in
         accounting for your joint development agreements with Navistar and
Traton. Clarify how
         you considered Traton and Navistar's intentions to enter into future
arrangements upon
         completion of development in your analysis.
General

12.      Please revise the graphics at the forefront of the registration
statement to accurately depict
         the company   s truck reservations. Specifically, we note that you
include a metric for
         5,700+ purpose-built fully autonomous trucks reserved in first four
months. Please revise
         this graphic in light of your disclosure in the registration statement
that your reservations
         are only to secure a priority position to order and purchase a truck
and that reservations
         may never result in actual purchase agreements. Refer to Securities
Act Forms C&DI
         101.02.
        You may contact Rebekah Lindsey, Staff Accountant, at (202) 551-3303 or
Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions
regarding comments
on the financial statements and related matters. Please contact Alexandra
Barone, Staff Attorney,
at (202) 551-8816 or Larry Spirgel, Office Chief, at (202) 551-3815 with any
other questions.



                                                                Sincerely,

                                                                Division of
Corporation Finance
                                                                Office of
Technology

TuSimple Website Privacy Policy

Effective:

Updated: 

This is TuSimple’s Website Privacy Policy (“Privacy Policy”). To TuSimple (“we” or “us” or “our”), your privacy is of the utmost importance. This Privacy Policy explains how we collect, use, disclose, share, and safeguard your personal information when you visit our website. at www.TuSimple.com, engage with our marketing operations, or when you contact us, including through email or social media. For simplicity, in this Privacy Statement we call all of these activities “interacting with TuSimple.” Please read this Privacy Policy carefully. If you do not agree with the terms of this Privacy Policy, please do not access this website.

This Privacy Policy applies to information we collect when you use our websites and other products and services that link to this Privacy Policy (collectively, the "Services"). We may supply a different privacy policy in relation to some of our Services, and that policy will apply to any information provided to or collected by us pursuant to those Services.This Privacy Statement does not apply to personal information we obtain from individuals interacting with other TuSimple products and services such as vehicles or mobile applications. 

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.

 

Personal Information We Collect and How We Use and Share It

Presently, the personal information we may collect includes:

  • Information You Provide. This information may include personally identifiable information, such as your name, address, email address, phone number, and demographic information, such as your age, gender, hometown, and interests. 
    • This information may be collected when you choose to interact with our website, as well as with third-party websites that are linked with our website, including social media. 
    • We may also collect information disclosed when entering contests, sweepstakes, or submitting surveys we, or a third-party on our behalf, may run. 
    • Data provided by you from communications and other feedback, including questions, vulnerability reports, and other messages you address to us directly such as email or online forms may also be collected. 
  • Automatically Collected Information. When you visit our website, we may use automatic data collection technologies to collect certain information, such as: 
    • Access times;
    • The pages you have viewed directly before and after accessing the website.
    • Internet Protocol (“IP”) addresses of the devices you're using to interact with us online; 
    • Tools such as cookies and other local storage used by websites and web browsers to maintain information regarding your previous activities on a site;
    • Information regarding your internet connection including your Internet Service Provider, connection type, and approximate city level location of your internet connection based on IP address; 
    • Information about how the device is interacting with our Website and social media accounts;
    • Type and version of your device’s operating system and web browser;
    • Specific interactions with our Website (such as which pages you viewed, in what order, and how long you engaged with each page); and
    • Error logs.

The technologies we use for this automatic data collection may include cookies, web beacons, tracking pixels, and other tracking technologies on our website, including:

  • Google Analytics. We use Google Analytics to help us understand your use of our website and the popularity of certain content so we can improve your experience. You can learn about Google’s privacy practices at www.google.com/policies/privacy/partners/, and you can opt out of Google Analytics by downloading the Google Analytics opt-out browser add-on, available at https://tools.google.com/dlpage/gaoptout.
  • LinkedIn Insights Tag. We use LinkedIn Insights Tag to retarget our website visitors and learn insights about your interactions with our LinkedIn advertisements. You can learn about LinkedIn’s privacy practices at www.linkedin.com/legal/privacy-policy, and you can opt out of LinkedIn Insights Tag at www.linkedin.com/psettings/.
  • Google Ads. We use Google Ads to help us determine how effective our ad campaigns are. You can learn about Google’s privacy practices relating to Google Ads at policies.google.com/privacy, and you can prevent your participation in Google Ads conversion tracking by setting your browser to block cookies from the domain www.googleadservices.com.

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.

Some content, including advertisements, on our website may be served by third parties, including advertisers and ad networks. These third parties may use cookies, alone or in conjunction with pixels, web beacons or other tracking technologies, to collect information about you when you use our website. The information they collect may be associated with your personal information or they may collect information, including personal information, about your online activities over time and across different websites and other online services. They may use this information to provide you with personalized ads or other targeted content. You can generally opt out of receiving personalized ads from third party advertisers and ad networks who are members of the Network Advertising Initiative (NAI) or who follow the Digital Advertising Alliance’s Self-Regulatory Principles for Online Behavioral Advertising by visiting the opt out pages on the NAI website and DAA website.

We may use the personal information you provide to us or that we collect about you to:

  • Respond to an email or other inquiry or request, including to fulfill your request to subscribe to a TuSimple newsletter;
  • Customize your experience on our website;
  • Deliver advertisements to you, including on other websites you visit;
  • Compile anonymous statistical data and analysis for use internally or with third parties;
  • Provide, maintain, analyze, and improve our Website;
  • Monitor and analyze usage and trends to improve the functionality of our website;
  • Perform other business activities as needed, such as for recruiting purposes; and
  • Fulfill any other purpose for which you provide your information or to which you otherwise consent.
  • Develop new products and services;
  • Communicate with you for a range of reasons (including providing information, including updates and notices, we think will be of interest to you, conducting surveys, and responding to your comments, questions, and requests);
  • Protect the rights and property of TuSimple, our users, and others; 
  • Detect, prevent, and respond to fraud, abuse, and security issues; and
  • Carry out any other purpose described to you at the time the information was collected.

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:

  • MailChimp. We use MailChimp to send newsletters and related communications when you sign up for a newsletter subscription or otherwise opt into communications from us. You can review MailChimp’s privacy policy at https://mailchimp.com/legal/privacy.
  • Greenhouse. We use Greenhouse to assist with our employee recruitment and hiring process. You can review Greenhouse’s privacy policy at https://www.greenhouse.io/privacy-policy.

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.

Your Choices

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 privacy@tusimple.ai. 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.

Do Not Track Features

Most web browsers and some mobile operating systems include a Do-Not-Track (“DNT”) feature or setting you can activate to signal your privacy preference not to have data about your online browsing activities monitored and collected. There is no final uniform technology standard for recognizing and implementing DNT signals. As a result, we do not currently respond to DNT browser signals or any other mechanism that automatically communicates your choice not to be tracked online. If a standard for online tracking is adopted that we must follow in the future, we will inform you about that practice in a revised version of this Privacy Policy.

Links to External Websites

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.

Children’s Privacy

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.

Security

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.

Job Candidate Privacy

For information regarding your privacy as a candidate for a position with TuSimple, please visit our Candidate Privacy Statement.

Privacy Inquiries and Information Requests

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 privacy@tusimple.ai.

California Privacy Rights and Additional Information

California Data Access and Deletion Rights

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:

  • Inform you about the categories of personal information we collect or disclose about you; the categories of sources of such information; the business or commercial purpose for collecting your personal information; and the categories of third-parties with whom we share/disclose personal information. 
  • Provide access to and/or a copy of certain personal information we hold about you.
  • Delete certain personal information we have about you.
  • Provide you with information about the financial incentives that we offer to you, if any.

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.

  • Verification: Depending on the sensitivity of the information you are requesting and the type of request you are making, we will take reasonable steps to verify your identity based on the information that we currently possess. This may include, at a minimum, verifying your contact information and matching it with our records.
  • Authorized Agent: You are also permitted to designate an authorized agent to submit certain requests on your behalf. In order for an authorized agent to be verified, you must provide the authorized agent with signed, written permission to make such requests or a power of attorney. We may also follow up with you to verify your identity before processing the authorized agent’s request. 

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 privacy@tusimple.ai.

California “Shine the Light” Disclosure

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.

Updates

We reserve the right to make changes to this Privacy Policy from time to time and for any reason. You should check this Privacy Policy regularly to see if there have been any changes. We will alert you about any changes by updating the “Updated” date of this Privacy Policy. You will be deemed to have been made aware of, will be subject to, and will be deemed to have accepted changes in any revised Privacy Policy by your continued use of the website after the date the revised Privacy Policy is posted.

Questions and Comments

If you have questions or comments about this Privacy Policy, please email us at privacy@tusimple.ai.


TuSimple Privacy Statement for Applicants and Candidates

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.

Scope

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:

  • Name, address, email address, telephone number, and other contact information
  • Resume or CV and employment history
  • Driving history (where applicable)
  • Voluntary demographic information, including gender, race, ethnicity, citizenship, and/or nationality
  • Veteran status
  • Health information (only if required by law)
  • A government-issued ID (only where required by job responsibilities)
  • US Work Authorization Documentation

TuSimple will use the information that you provide to assist in our recruitment and hiring process, including the following:

  • Evaluating you for current and future job opportunities, including matching your skills and interests to applicable job requirements; 
  • Communicating with you throughout the hiring process; 
  • Complying with applicable laws, regulations, legal processes or government requests or inquiries; and 
  • Improving our hiring and/or recruitment processes, including improving our diversity and inclusion efforts. 
  • If you are offered and accept employment with TuSimple, information collected about you during the hiring process may become part of your employment record.

Data Retention and Deletion

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. 

Privacy Inquiries and Correcting Your Information

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 privacy@tusimple.ai

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 privacy@tusimple.ai. We will process requests in accordance with applicable law, and there may be circumstances where we are not able to comply with your request.

Updates to Privacy Statement

We may update this Privacy Statement from time to time. We will post any changes to this policy to this page.