tsp-20220503
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 3, 2022
 
 
TuSimple Holdings Inc.
(Exact name of registrant as specified in its charter)
 
 
 
Delaware 001-40326 86-2341575
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
9191 Towne Centre Drive, Suite 600
San Diego, CA 92122
(Address of principal executive offices, including zip code)
(619) 916-3144
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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)
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.  






Item 2.02.Results of Operations and Financial Condition.
On May 3, 2022, TuSimple Holdings Inc. (“TuSimple” or the “Company”) will hold a conference call regarding its financial results for the fiscal quarter ended March 31, 2022. TuSimple also issued a letter to its stockholders announcing its financial results for the fiscal quarter ended March 31, 2022 (the “Shareholder Letter”). A copy of the Shareholder Letter is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. TuSimple uses its Investor Relations website (https://ir.tusimple.com/investor-relations) as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

Item 9.01.Financial Statements and Exhibits.
(d)Exhibits
 
Exhibit
No.
  Description
99.1  



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/ Patrick Dillon
Patrick Dillon
Chief Financial Officer
Dated: May 3, 2022

tusimpleq12022shareholde
Q1 2022 Letter to Shareholders May 3, 2022


 
Dear Shareholders, During Q1, we made strong progress on our technology development including a continuation of our Driver Out operations. When we launched our first fully autonomous semi-truck run on open public roads in December of 2021, we knew it was just the beginning. We will continue to expand our driverless operations over the next two years. We will release more precise milestone timing in the coming weeks, but we have laid out some of our near-term objectives, including: TuSimple has entered the Driver Out era, a necessary step for every autonomous driving company to reach commercialization. In this new era, we are focusing on increasing efficiency through expanding our operational design domain and optimizing our operations so we can deliver a world class product to our customers. 2 TuSimple Letter to Shareholders Q1 Highlights  Continued Driver Out operations including refinement of our Minimum Risk Condition capabilities which are critical to removing support vehicles from our operations  Announced an advanced Integration with Werner Enterprises to provide roadside service and support  Expanded our dedicated AFN terminal footprint to Ryder facilities in Houston and Laredo preparing for Driver Out operations in Texas  Increased reservations by 500 in Q1 from blue chip customers, such as Loadsmith, for a total of 7,475 reservations  Taken steps to strengthen Corporate Governance TuSimple Drives Toward L4 Commercialization Key Operating Metrics 12/31/2021 3/31/2022 QoQ Growth % R&D FTEs ~1,100 ~1,100 Flat Global FTEs ~1,400 ~1,400 Flat Patents Issued 387 408 ~5% Cumulative Road Miles ~6.3M ~7.2M ~14% TuSimple’s Technology Key Operating Metrics The Path to Driver Out Commercialization by End of 2023 Day and night operations Additional Driver Out routes, including in Texas Removing the support vehicles Hauling customer freight on driverless runs Significant reductions in cost per mile, with clear line of sight to cost parity with human-driven trucks


 
Continued Driver Out Operations with Enhanced Features In Q1, we continued to conduct Driver Out operations including systematically refining features that are planned to make our operations more efficient and scalable. For example, we refined our Minimal Risk Condition (MRC) capabilities, including our Autonomous Driving System’s ability to pull the vehicle over to the side of the road in certain scenarios such as a partial system degradation. To test this MRC capability, we first ran trials in simulations and our entire validation suite on closed tracks. Finally, we started Driver Out test runs in which we deliberately triggered an MRC command while the vehicle was in operation on an open public roadway on Interstate 10 in Tucson, AZ. Our semi-truck identified a safe place to pull over alongside the highway, lowered its vehicle speed in lane and then pulled itself to the side of the roadway. This maneuver can be particularly difficult given that a highway shoulder is generally an uneven mix of pavement and gravel, and various non-standard objects that can make parts of the shoulder unsafe. Validating our MRC capabilities is an important step to ultimately removing the chase van from our Driver Out operations. Introducing Collaborative Mapping We recently launched Collaborative Mapping, a new fleet mapping ability in which all our semi- trucks on an origin - destination pair are capable of sharing information with each other using sophisticated vehicle-to-cloud-to-vehicle communication. Optimizing Our Proprietary L4 Technology The trucks can share dynamic events efficiently with other trucks along the route, identifying emergency lane vehicles, pedestrians and other situations. Receiving this information allots the following trucks advanced notice and better information to incorporate into the vehicle planning system. For example, the trucks can plan a lane change to avoid an emergency lane vehicle long before a camera or LiDAR can sense the emergency lane vehicle. As we scale up operations, the larger number of trucks on a particular route is designed to increase the benefits gained from Collaborative Mapping, enhancing safety. Our Patent Portfolio Continues to Expand with Valuable Proprietary Technology In Q1, our industry-leading commercial vehicle AV patent portfolio expanded with 21 new patents issued. Our patent portfolio is focused on technology designed specifically for autonomous trucking and included 408 issued patents at the end of Q1. New patents granted this quarter include protections for essential technologies, such as enhanced techniques of predicting the behavior of other vehicles on the road, efficient image processing that reduces processing requirements, and improved vehicle communications with roadside networks so that objects that would not otherwise have been directly visible from the vehicle can be detected and safely maneuvered around. We have also continued to create important intellectual property for other technologies, which we aim to protect via trade secrets. 3


 
A Deeper Background on TuSimple’s Co-Founder, and New CEO Dr. Xiaodi Hou is Co-Founder, Chairman, and CEO of TuSimple. It is his mission to realize a future that results in a safer, environmentally aware, and efficient logistics chain. Xiaodi commenced this mission in 2015, when the foundation was laid to pursue a vision of alleviating real-world obstacles with computer vision technology. This is the genesis of TuSimple. Seven years later, TuSimple is a public company with over 1,400 employees globally dedicated to bringing our SAE L4 autonomous trucking operations to market at scale. We believe we are on the road to make Xiaodi's vision become reality and he is well-positioned to lead the company to meet its goals with experience, acclaim, and knowledge that is unmatched in the industry. As an internationally renowned expert in artificial intelligence, machine learning, and computer vision, Xiaodi is the inventor behind 23 patents in the field of autonomous vehicles and has developed leading theories in computational models for visual saliency in the field of computer vision. Xiaodi’s educational experience provided the basis for his occupational success, with a Ph.D. in Computational and Neural Systems from California Institute of Technology, as well as a Bachelor of Engineering in Computer Science from Shanghai Jiao Tong University. With a deep-focus on cognitive science and computer vision, Xiaodi’s deep conceptual educational experience has resulted in TuSimple’s unique vision-centric (in contrast to the commonly seen LiDAR-centric) perception framework for level 4 autonomous driving. TuSimple’s technological achievements are numerous and include more patents authored than all other trucking focused AV companies combined, and the development of AI technology that enables 1,000-meter long-range perception. Additionally, the industry-leading market achievements at TuSimple include the world’s first hub to hub L4 autonomous trucking operation, the world’s first Driver Out semi-truck run, over 160,000 miles of autonomous operation with UPS, and the world’s first commercial vehicle production contract. Xiaodi leads TuSimple from its headquartered location in San Diego. An avid long-distance runner, musician, gamer, father, and husband, Xiaodi’s life exemplifies his motto, get the right things done right. 4 Optimizing Our Proprietary L4 Technology (cont’d) Dr. Xiaodi Hou, Co-Founder, Chairman & CEO  23 patents in the field of autonomous vehicles  Ph.D. in Computation and Neural Systems, California Institute of Technology  Bachelor of Engineering in Computer Science, Shanghai Jiao Tong University


 
5 Preparing for Driverless Operations by Expanding Our AFN Ecosystem with Ryder In Q1, we added two additional AFN terminals in Houston and Laredo, TX co-located at Ryder maintenance facilities in prime freight locations. These terminals will serve as start and end points on our AFN, provide bundled maintenance services to support commercialization, and provide a continuously operational access point for our customers. By working with Ryder, we were able to move quickly and in a capital-light way to add these two strategically located AFN terminals. Building out our dedicated terminal network in Texas is an important step to prepare for expansion of our Driver Out operations. TuSimple Integrates with Werner Enterprises to Add Roadside Assistance Services to Support Driver Out Operations We announced an integration with Werner Enterprises’ roadside service network to support Driver Out operations on our AFN. Werner Enterprises’ nationwide network of 24/7 support will play a fundamental role in providing immediate assistance for autonomous trucks in the event they require expedited service. Carriers will have their choice of service and support providers, including their preferred dealership, aftermarket service provider, or at a Werner Enterprises authorized service center. This is a critical step for our Driver Out commercialization as we must ensure that our customers receive benchmark service in the event of a service issue. Deepening Our Commercial Footprint 3.7 4.6 5.4 6.3 7.2 Q1'21 Q2'21 Q3'21 Q4'21 Q1'22 24% 17% 17% 14% ~1.9x YoY Cumulative Road Miles (Millions) Note: (%)’s may not foot due to rounding 603 880 946 1,017 1,014 Q1'21 Q2'21 Q3'21 Q4'21 Q1'22 46% 8% 8% 0% ~1.7x YoY Quarterly Revenue Miles (Thousands) 5,000 8,500 9,900 11,200 11,200 Q1'21 Q2'21 Q3'21 Q4'21 Q1'22 70% 16% 13% 0% ~2.2x YoY Cumulative Unique Mapped Miles Unique Mapped Miles expected to be flat In 2022, as our mapping teams focus on collaborative mapping and enhancing our map development and maintenance automation. Q4’21 to Q1’22 revenue miles growth was flat as we prioritized truck and driver resources towards Driver Out testing operations.


 
Strengthening Our Relationship with Reservation Partners In Q1, we added 500 reservations with blue chip partners building commercial success on the back of our technology advancements, including the start of Driver Out operations. Our new reservations include 350 semi-truck reservations from Loadsmith, a leading third-party logistics capacity as a service platform, for a total of 7,475 reservations as of March 31, 2022. We continue to work closely with our reservation partners, identifying and testing autonomy on their lanes best suited for autonomous freight operations. 6 Deepening Our Commercial Footprint (cont’d) Key Operating Metrics Q4’21 Q1’22 QoQ Growth % Total Truck Reservations(1) EOQ 6,975 7,475 ~7% Total Mapped Miles(2) EOQ ~11,200 ~11,200 Flat Quarterly Revenue Miles(3) ~1,017,000 ~1,014,000 Flat TuSimple’s Commercial Key Operating Metrics (1) Reservations are non-binding. Typically, each reservation requires a $500 truck deposit, however, the deposit requirement has been waived for our equity investors that currently hold reservations. (2) Unique Mapped Miles are the cumulative unique miles on the AFN on which we have built a map compatible with our autonomous driving software. Unique Mapped Miles expected to be flat In 2022, as our mapping teams focus on collaborative mapping and enhancing our map development and maintenance automation. (3) Q4’21 to Q1’22 revenue miles growth was flat as we prioritized truck and driver resources towards Driver Out testing operations Strengthening Corporate Governance Reed Werner Added to Board of Directors In April 2022, we announced the appointment of Reed Werner as a member of our Board of Directors. Reed has extensive experience in national and investment security issues and in international business and finance. In government service, Reed has served as Deputy Assistant Secretary of Defense for South and Southeast Asia Security Affairs and he held other roles earlier in his career at the U.S. Department of State and at the White House. In the private sector, Reed worked at Goldman Sachs in the firm’s investment banking division and executive office in New York and Hong Kong, where he advised on financial transactions in the U.S., China, and Southeast Asia, and he was Vice President for Strategic Finance and Global Public Policy at VIPKid, a global online education platform. Reed will serve as the Chair of our Government Security Committee and as a member of our Audit Committee.


 
$15.9 $43.5 $29.7 $31.9 $32.2 Q1'21 Q2'21 Q3'21 Q4'21 Q1'22 174% (32%) 7% 1% Solid Revenue Growth Driven by Strategic Customers Total revenue was $2 million in Q1 2022, up 140% year over year. Revenue increased 10% sequentially from Q4 2021 to Q1 2022. We have continued to achieve this growth in revenue by raising our prices while also increasing commercial utilization despite flat growth in our commercial fleet and partner fleet truck count. While 2022 continues to present headwinds in adding drivers, trucks and trailers, we continue to find solutions to serve our customers who will be our long-term partners in deploying our AV trucking technology. R&D Investment Accelerates, Strengthening Industry Lead In Q1, we spent $78 million on R&D, up $37 million year-over-year. Our largest portion of R&D expense was $56 million related to R&D personnel, including stock-based compensation expense of $17 million. We continue to remain highly disciplined in deploying capital to the highest ROI projects on our path to commercialization of our L4 technology. Operating Expenses to Invest in Our Ability to Scale Our Q1 Selling, General, and Administrative (SG&A) expense totaled $32 million, a $16 million year-over-year increase. Our most significant SG&A expense was $19 million in compensation costs, including $10 million in stock-based compensation. Stock-based Compensation (SBC) Expense Our SBC expense was $28 million in Q1 2022. Loss from Operations and Adjusted EBITDA(1) In Q1, our Loss from Operations was ($112) million and our Adjusted EBITDA was ($80) million. Capital Investment Propels AFN Rollout TuSimple invested a total of $1 million in purchases of property and equipment in Q1. We also made acquisitions of property and equipment included in liabilities of $1 million in Q1. We continue to seek capital-light ways to expand our AFN including preparing for driver-out operations in Texas. Revenue ($ million) Our Financials: Investing in Growth SG&A Expense ($ million) R&D Expense ($ million) Note: (%)’s may not foot due to rounding (1) Adjusted EBITDA is calculated by adding back stock-based compensation expense, depreciation, and amortization, nonrecurring restructuring expense, and capital lease interest expense to loss from operations. See the section titled “Non-GAAP Financial Measures” for more information. SG&A Stock-Based Compensation ($ million) $5 $27 $10 $10 $10 $2 $25 $22 $22 $17 R&D Stock-Based Compensation ($ million) $0.9 $1.5 $1.8 $2.1 $2.3 Q1'21 Q2'21 Q3'21 Q4'21 Q1'22 67% 15% 10% ~2.4x YoY 20% 7 $41.4 $75.9 $84.5 $82.4 $78.2 Q1'21 Q2'21 Q3'21 Q4'21 Q1'22 83% 11% (2%) (5%)


 
Strong Cash Position to Reach Commercialization Our operating cash spending during Q1 was $101 million as we continue to invest in our strategic growth and development initiatives. We ended the quarter with over $1.2 billion of cash on the balance sheet. In Closing We are honored to lead our company through this new phase of technology commercialization where we can begin to see all our hard work culminate into one product, the Autonomous Freight Network. We are well on our way, with the first fully autonomous semi-truck runs on open public roads completed in Q1, and the announcement of our expansion of our driverless operations in scope and scale throughout 2022 and 2023. We are truly grateful to our world class talent, partners, and shareholders that are making it possible to develop this ecosystem. Together, we will make freight transportation safer, more affordable, and more efficient. At TuSimple, we are building a Better Path Forward. Sincerely, Our Financials: Investing in Growth (cont’d) 8 Pat Dillon Chief Financial Officer Xiaodi Hou Co-Founder, Chairman and Chief Executive Officer


 
Disclaimer This letter and any accompanying oral presentation contain forward-looking statements. All statements other than statements of historical fact contained in this letter, including statements as to future results of operations and financial position, planned products and services, business strategy and plans, launch dates of products or services, the trajectory of our Driver Out Pilot Program, our timeline to commercialization, expected safety benefits of our autonomous semi-trucks, objectives of management for future operations of TuSimple Holdings Inc. and its subsidiaries (the "Company", “we”, “our” and “us”), market size and growth opportunities, competitive position and technological and market trends, are forward-looking statements. Forward- looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. In some cases, you can identify forward-looking statements by terms such as “will”, “expect,” “plan,” “anticipate,” “intend,” “target,” “project,” “predict,” “potential,” “explore” or “continue” or the negative of these terms or other similar words. The Company has based these forward-looking statements largely on its current expectations and assumptions and on information available as of the date of this letter. The Company assumes no obligation to update any forward-looking statements after the date of this letter, except as required by law. The forward-looking statements contained in this letter and the accompanying oral presentation are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause actual results or outcomes to be materially different from any future results or outcomes expressed or implied by the forward-looking statements. These risks, uncertainties, assumptions and other factors include, but are not limited to, those related to autonomous driving being an emerging technology, the development of our technology and products, the Company’s limited operating history in a new market, the regulations governing autonomous vehicles, the Company’s dependence on its senior management team, reliance on third-party suppliers, potential product liability or warranty claims and the protection of the Company’s intellectual property. Moreover, the Company operates in a competitive and rapidly changing environment, and new risks may emerge from time to time. You should not put undue reliance on any forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved, if at all. It is not possible for the Company to predict all risks, nor can the Company assess the impact of all factors on its business or the markets in which it operates or the extent to which any factor, or combination of factors, may cause actual results or outcomes to differ materially from those contained in any forward-looking statements the Company may make. You should carefully consider the foregoing factors and the other risks and uncertainties described under the caption “Risk Factors” in ourmost recent quarterly report on Form 10-Q. 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. This letter also contains estimates, forecasts and other statistical data relating to market size and growth and other industry data. These data involve several assumptions and limitations, and you are cautioned not to give undue weight to such estimates. The Company has not independently verified the statistical and other industry data generated by independent parties and contained in this letter and, accordingly, it cannot guarantee their accuracy or completeness. In addition, assumptions and estimates of the Company’s future performance and the future performance of the markets in which the Company competes are necessarily subject to a high degree of uncertainty and risk due to a variety of factors. These and other factors could cause results or outcomes to differ materially from those expressed in the estimates. Non-GAAP Financial Measures TuSimple has not reconciled its expectations for non-GAAP adjusted EBITDA, because the stock-based compensation expense excluded from such items cannot be reasonably calculated or predicated at this time. The effect of the excluded stock-based compensation may be significant. TuSimple believes the non-GAAP measures calculated herein provide meaningful information to assist investors in understanding financial results and assessing prospects for future performance as they provide a better baseline for analyzing the ongoing performance of its business by excluding items that may not be indicative of core operating results. Because non-GAAP financial measures are not standardized, it may not be possible to compare these measures with other companies’ non-GAAP measures having the same or similar names. Thus, TuSimple’s non-GAAP measures should be considered in addition to, not as a substitute for, or in isolation from, the company’s GAAP results. TuSimple encourages investors and others to review its financial information in its entirety, not to rely on any single financial measure, and to view its non-GAAP measures in conjunction with GAAP financial measures. About TuSimple TuSimple is a global autonomous driving technology company headquartered in San Diego, California, with operations in Arizona, Texas, Europe, and China. 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 company's leading AI technology, which makes it possible for trucks to drive safely autonomously, operate nearly continuously, and reduce fuel consumption by 10%+ relative to manually driven trucks. Global achievements include the world's first fully autonomous, 'driver-out' semi-truck run on open public roads, and development of the world's first Autonomous Freight Network (AFN). TuSimple Conference Call Webcast – 2 p.m. PT May 3, 2022 We will host a teleconference call at 2:00 PM Pacific time/5:00 PM Eastern time on May 3rd to discuss these results. Interested parties can access the call by dialing North America (toll-free): +1 (833) 519-1404 or International (caller- paid): (270) 215-9738 and entering conference ID: 9028484. 9


 
TuSimple Consolidated Balance Sheets TuSimple Holdings Inc. Condensed Consolidated Balance Sheets (in thousands, except share data) (unaudited) December 31, March 31, 2021 2022 ASSETS Current assets: Cash and cash equivalents $ 1,337,586 $ 1,237,246 Accounts receivable, net 1,599 1,790 Prepaid expenses and other current assets 13,995 16,152 Total current assets 1,353,180 1,255,188 Property and equipment, net 36,053 30,728 Operating lease right-of-use assets — 41,314 Other assets 7,090 7,874 Total assets 1,396,323 1,335,104 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable 4,544 3,433 Amounts due to joint development partners 7,394 7,848 Accrued expenses and other current liabilities 41,698 24,640 Short-term debt 1,524 1,524 Capital lease liabilities, current 766 — Operating lease liabilities, current — 4,741 Total current liabilities 55,926 42,186 Capital lease liabilities, noncurrent 2,872 — Operating lease liabilities, noncurrent — 38,268 Long-term debt 5,543 5,166 Other liabilities 5,004 4,308 Total liabilities 69,345 89,928 Commitments and contingencies (Note 4) Stockholders’ equity (deficit): Preferred stock, $0.0001 par value; 100,000,000 shares authorized as of December 31, 2021 and March 31, 2022; zero shares issued and outstanding as of December 31, 2021 and March 31, 2022 — — Common stock, $0.0001 par value; 4,876,000,000 Class A shares authorized as of December 31, 2021 and March 31, 2022; 197,833,195 and 198,992,409 Class A shares issued and outstanding as of December 31, 2021 and March 31, 2022, respectively; 24,000,000 Class B shares authorized as of December 31, 2021 and March 31, 2022; 24,000,000 Class B shares issued and outstanding as of December 31, 2021 and March 31, 2022 22 22 Additional paid-in-capital 2,464,730 2,494,441 Accumulated other comprehensive loss 77 276 Accumulated deficit (1,137,851) (1,249,563) Total stockholders’ equity (deficit) 1,326,978 1,245,176 Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) $ 1,396,323 $ 1,335,104 10


 
TuSimple Holdings Inc. Condensed Consolidated Statements of Operations (in thousands, except share and per share data) (unaudited) Three Months Ended March 31, 2021 2022 Revenue $944 $2,264 Cost of revenue 2,246 4,089 Gross loss (1,302) (1,825) Operating expenses: Research and development 41,434 78,158 Selling, general and administrative 15,902 32,215 Total operating expenses 57,336 110,373 Loss from operations (58,638) (112,198) Change in fair value of warrants liability (326,900) — Other income, net 378 295 Loss before provision for income taxes (385,160) (111,903) Provision for income taxes — — Net loss (385,160) (111,903) Accretion of redeemable convertible preferred stock (4,135) — Net loss attributable to common stockholders $(389,295) $(111,903) Net loss per share attributable to common stockholders, basic and diluted $(6.43) $(0.50) Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 60,576,886 222,526,454 TuSimple Consolidated Statements of Operations 11


 
TuSimple Consolidated Statements of Cash Flows TuSimple Holdings Inc. Condensed Consolidated Statements of Cash Flows (in thousands) (unaudited) Three Months Ended March 31, 2021 2022 Cash flows from operating activities: Net loss $ (385,160) $ (111,903) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation 6,289 27,257 Depreciation and amortization 2,110 2,735 Change in fair value of warrants liability 326,900 — Other adjustments — (8) Changes in operating assets and liabilities: Accounts receivable (285) (202) Prepaid expenses and other current assets (3,360) (422) Operating lease right-of-use assets — 1,222 Other assets (152) (758) Accounts payable 9.237 227 Amounts due to/from related parties 4,558 — Amounts due to joint development partners — 454 Accrued expenses and other current liabilities (8,217) (18,286) Operating lease liabilities — (1,642) Other liabilities 1,347 426 Net cash used in operating activities (46,733) (100,630) Cash flows from investing activities: Purchases of property and equipment (1,210) (1,356) Purchases of intangible assets (87) (40) Proceeds from disposal of property and equipment 100 19 Net cash used in investing activities (1,197) (1,377) Cash flows from financing activities: Proceeds from issuance of redeemable convertible preferred stock, net of offering costs 61,631 — Proceeds from exercise of warrants for redeemable convertible preferred stock 183,007 — Proceeds from issuance of common stock under the Employee Stock Purchase Plan — 1,292 Proceeds from early exercised stock options 253 871 Principal payments on related party loan (613) — Principal payments on capital lease obligations (191) — Principal payments on finance lease obligations — (293) Principal payments on loans (117) (358) Net cash provided by financing activities 243,970 1,512 Effect of exchange rate changes on cash, cash equivalents, and restricted cash 1,100 155 Net increase (decrease) in cash, cash equivalents, and restricted cash 197,140 (100,340) Cash, cash equivalents, and restricted cash - beginning of period 312,351 1,339,092 Cash, cash equivalents, and restricted cash - end of period $ 509,491 $ 1,238,752 12


 
TuSimple Consolidated Statements of Cash Flows TuSimple Holdings Inc. Condensed Consolidated Statements of Cash Flows (in thousands) (unaudited) Three Months Ended March 31, 2021 2022 Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets: Cash and cash equivalents $508,706 $ 1,237,246 Restricted cash included in prepaid expenses and other current assets 785 1,506 Total cash and cash equivalents, and restricted cash $509,491 $1,238,752 Supplemental disclosure of cash flow information: Cash paid for interest $ 195 $ 281 Supplemental schedule of non-cash investing and financing activities: Acquisitions of property and equipment included in liabilities 1,939 1,038 Accretion of redeemable convertible preferred stock 4,135 — Vesting of early exercised stock options 21 21 Exercise of liability-classified warrants 369,352 — 13


 
( in millions ) ( unaudited ) Q1 '21 Q2’21 Q3 ’21 Q4 ’21 Q1 ’22 Loss from operations to adjusted EBITDA Loss from operations $ (58.6) $(120.9) $ (115.9) $ (115.9) $ (112.2) Stock-based compensation expense 6.3 52.5 32.1 31.7 27.5 Depreciation and amortization 2.1 2.3 2.4 2.7 2.7 Nonrecurring restructuring expense - - - - 1.7 Finance lease interest expense 0.1 0.1 0.1 0.1 0.1 Adjusted EBITDA $(50.1) $(66.0) $ (81.3) $ (81.4) $ (80.2) TuSimple Non-GAAP Financial Measure The following table (in millions of dollars) reconciles reported loss from operations determined in accordance with U.S. generally accepted accounting principles (GAAP) to non-GAAP adjusted EBITDA. TuSimple believes that this non-GAAP measure provides meaningful information to assist investors in understanding financial results and assessing prospects for future performance as it provides a better baseline for analyzing the ongoing performance of its business by excluding items that may not be indicative of core operating results. Because non-GAAP financial measures are not standardized, it may not be possible to compare this measure with other companies’ non-GAAP measures having the same or similar names. TuSimple encourages investors and others to review its financial information in its entirety, not to rely on any single financial measure, and to view its non-GAAP measures in conjunction with GAAP financial measures. Reconciliation Table 14


 
~1,400 Employees across three continents with ~80% of workforce dedicated to R&D TUSIMPLE BY THE NUMBERS $1.8 B+ Cumulative funding-to- date, from IPO and private capital raises ~ 11,200 400+ ~100 Miles of Mapped Routes Core Technology Patents TuSimple Fleet Trucks Globally 7,475 Purpose-built, L4 Driver Out Autonomous Truck Reservations ~7.2 MM Road Miles ~ $2.3 MM Q1 2022 Revenue (1) As of March 31, 2022 (1) (1) (1) (1)(1) (1) 15


 


 

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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.