SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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|Item 3.01.|| |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On November 10, 2022, TuSimple Holdings Inc. (the “Company” or “TuSimple”) notified The Nasdaq Stock Market LLC (“Nasdaq”) that, as a result of the change in the composition of the Company’s Board of Directors (the “Board”) effective November 10, 2022 as described in Item 5.02 below, the Company was no longer in compliance with Nasdaq Listing Rules 5605(b)(1), which requires the Board to be composed of a majority of independent directors, 5605(c)(2)(A), which requires the Company’s Audit Committee to be composed of at least three independent directors, and 5605(d)(2), which requires the Company’s Compensation Committee to be composed of at least two independent directors.
The Company intends to be compliant with these Nasdaq Listing Rules by or before the end of the applicable cure period.
|Item 5.02.|| |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 10, 2022, the Company received a written consent in which stockholders White Marble LLC, White Marble International Limited, Gray Jade Holding Limited, THC International Limited and Brown Jade Holding Limited, which together are the record holders of a majority of the voting power of the outstanding shares of capital stock of the Company, consented to the removal of Brad Buss, Karen C. Francis, Michelle Sterling and Reed Werner from the Company’s board of directors. At such time, Dr. Xiaodi Hou became the sole remaining member of the Company’s board of directors (“Sole Director”).
On November 10, 2022, the Sole Director appointed Mo Chen and Cheng Lu to the Company’s board of directors.
On November 10, 2022, the board of directors (i) removed Ersin Yumer as interim Chief Executive Officer and President of the Company, (ii) appointed Cheng Lu as Chief Executive Officer of the Company, and (iii) appointed Mo Chen, as Executive Chairman of the Company’s board of directors, each effective immediately.
All committee posts on the board of directors were vacated upon the removal of the previous directors. No new committee assignments have been made, including for the Government Security Committee. The Company intends to make committee assignments and to be in compliance with all regulatory and Nasdaq requirements as soon as possible.
Except for a (i) Transition and Separation Agreement, dated as of March 20, 2022, between the Company and Cheng Lu, and (ii) consulting arrangement between Cheng Lu and the Company, there are no other compensation or consulting arrangements with any of the above-named parties, and there are not any family relationships among any of the above-named parties.
Mo Chen, age 38, is one of the Company’s co-founders and previously served as the Company’s Executive Chairman from September 2020 to June 2022 and as a member of the Board from 2015 to June 2022. Mr. Chen served as the Company’s Chief Executive Officer from 2015 to September 2020. Prior to founding the Company, Mr. Chen served as founder and chief executive officer at Deep Blue Brothers, an online gaming platform. Prior to that, he served as founder of startups in the fields of traditional and online advertising and used car online marketplace. Mr. Chen is also a founder of Hydron Inc. He has more than 12 years of entrepreneurship and management experience. Mr. Chen is a Canadian citizen.
Cheng Lu, age 39, served as the Company’s President from January 2019 to March 2022, as Chief Executive Officer from September 2020 to March 2022 and as a member of the Board from June 2020 to March 2022. Mr. Lu also served as the Company’s Chief Financial Officer from January 2019 to December 2020. Mr. Lu has more than 15 years of experience in operations, strategy and corporate finance. Prior to 2019, Mr. Lu was a private equity investor in Asia. Mr. Lu is an American citizen.
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.|
|Interim Chief Financial Officer|
Dated: November 10, 2022
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 firstname.lastname@example.org. 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 email@example.com.
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 firstname.lastname@example.org.
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 email@example.com
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 firstname.lastname@example.org. 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.