TuSimple SC 13D/A / Chen Mo ownership change

TuSimple (TSPH) SC 13D/ATuSimple / Chen Mo ownership change

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

(Amendment No. 2)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (a) AND

AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (a)

TuSimple Holdings Inc.

(Name of Issuer)

Class A common stock, $0.0001 par value per share

(Title of Class of Securities)

90089L108

(CUSIP Number)

Mo Chen

3282 King Edward Ave. W

Vancouver, BC V6L 1 V7, Canada

+1(619)513-2986

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 3, 2024

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities and for any subsequent amendment containing information which would alter disclosures provided in the cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 90089L108				Page 2 of 8 Pages


1		Name of Reporting Person Gray Jade Holding Limited
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐
6		Citizenship or Place of Organization British Virgin Islands

(1)	Represents 12,000,000 shares of Class B common stock held by Gray Jade Holding Limited.

(2)

The beneficial ownership percentage is calculated based on (i) 205,890,683 shares of Class A common stock of the Issuer issued and outstanding as of October 31, 2023, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023, and (ii) assuming all Class B common stock held by such reporting person are converted into the same number of Class A common stock.

(3)

Each holder of Class A common stock is entitled to one vote per share and each holder of Class B common stock is entitled to ten votes per share on all matters to be voted on by stockholders generally. The voting power of the stock beneficially owned represented 26.9% of the total outstanding voting power, calculated based on (i) 205,890,683 shares of Class A common stock of the Issuer issued and outstanding as of October 31, 2023, and (ii) 24,000,000 shares of Class B common stock of the Issuer issued and outstanding as of October 31, 2023, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023.


CUSIP No. 90089L108				Page 3 of 8 Pages


1		Name of Reporting Person Mo Star LLC
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐
6		Citizenship or Place of Organization State of Delaware

(1)	Represents 12,000,000 shares of Class B common stock held by Gray Jade Holding Limited, which is wholly owned by Mo Star LLC.

(2)

(3)


CUSIP No. 90089L108				Page 4 of 8 Pages


1		Name of Reporting Person THC International Limited
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐
6		Citizenship or Place of Organization British Virgin Islands

(1)	Represents 75,000 shares of Class A common stock held by THC International Limited.

(2)	The beneficial ownership percentage is calculated based on 205,890,683 shares of Class A common stock of the Issuer issued and outstanding as of October 31, 2023, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023.

(3)

Each holder of Class A common stock is entitled to one vote per share and each holder of Class B common stock is entitled to ten votes per share on all matters to be voted on by stockholders generally. The voting power of the stock beneficially owned represented 0.02% of the total outstanding voting power, calculated based on (i) 205,890,683 shares of Class A common stock of the Issuer issued and outstanding as of October 31, 2023, and (ii) 24,000,000 shares of Class B common stock of the Issuer issued and outstanding as of October 31, 2023, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023.


CUSIP No. 90089L108				Page 5 of 8 Pages


1		Name of Reporting Person Brown Jade Holding Limited
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐
6		Citizenship or Place of Organization British Virgin Islands

(1)	Represents 6,292,314 shares of Class A common stock held by Brown Jade Holding Limited.

(2)	The beneficial ownership percentage is calculated based on 205,890,683 shares of Class A common stock of the Issuer issued and outstanding as of October 31, 2023, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023.

(3)

Each holder of Class A common stock is entitled to one vote per share and each holder of Class B common stock is entitled to ten votes per share on all matters to be voted on by stockholders generally. The voting power of the stock beneficially owned represented 1.4% of the total outstanding voting power, calculated based on (i) 205,890,683 shares of Class A common stock of the Issuer issued and outstanding as of October 31, 2023, and (ii) 24,000,000 shares of Class B common stock of the Issuer issued and outstanding as of October 31, 2023, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023.


CUSIP No. 90089L108				Page 6 of 8 Pages


1		Name of Reporting Person Mo Chen
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Canada

(1)

Represents (i) 6,292,314 shares of Class A common stock held by Brown Jade Holding Limited, (ii) 75,000 shares of Class A common stock held by THC International Limited, and (iii) 12,000,000 shares of Class B common stock held by Gray Jade Holding Limited. Each of Brown Jade Holding Limited and THC International Limited is beneficially owned by Mo Chen. Gray Jade Holding Limited is wholly owned by Mo Star LLC, which is wholly owned by The Chen Family Trust with Mo Chen as the trustee. Each Class B common stock is convertible into one Class A common stock at the option of the holder at any time.

(2)

Represents (i) 13,367,314 shares of Class A common stock held by White Marble LLC and (ii) 12,000,000 shares of Class B common stock held by White Marble International Limited (together with White Marble LLC, the “White Marble Entities”), which are subject to the Voting Agreement and Irrevocable Proxy, as defined below.

(3)

The beneficial ownership percentage is calculated based on (i) 205,890,683 shares of Class A common stock of the Issuer issued and outstanding as of October 31, 2023, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023 and (ii) assuming all Class B common stock held by such reporting person are converted into the same number of Class A common stock.

(4)

Each holder of Class A common stock is entitled to one vote per share and each holder of Class B common stock is entitled to ten votes per share on all matters to be voted on by stockholders generally. The voting power of the stock beneficially owned represented 58.3% of the total outstanding voting power, calculated based on (i) 205,890,683 shares of Class A common stock of the Issuer issued and outstanding as of October 31, 2023, and (ii) 24,000,000 shares of Class B common stock of the Issuer issued and outstanding as of October 31, 2023, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023.


CUSIP No. 90089L108				Page 7 of 8 Pages

Explanatory Note: This Amendment No.2 (“Amendment No. 2”) amends and supplements the statement on Schedule 13D originally filed by the Reporting Persons on November 15, 2022 and as amended by amendment No. 1 on Schedule 13D filed by the Reporting Persons on January 17, 2024 (the “Schedule 13D”). Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 2 shall have the meaning assigned to such term in the Schedule 13D.

Item 4.

Purpose of Transaction

Item 4 of Schedule 13D is hereby amended and supplemented to add the following before the last paragraph:

On April 3, 2024, Mo Chen, as Executive Chairman of the Company’s Board of Directors (the “Board”), entered into an amended and restated cooperation agreement (the “Amended Cooperation Agreement”) with the Company, which amended and restated the cooperation agreement dated January 16, 2024 by and between Mo Chen with the Company.

Pursuant to the Amended Cooperation Agreement, in addition to the terms and conditions agreed to between Mo Chen and the Company in the Cooperation Agreement, Mo Chen agreed that during a period of two years from January 16, 2024, the effective date of the Cooperation Agreement, he will not (i) solicit, initiate, discuss, negotiate, enter into or effectuate, directly or indirectly, any related party transaction between the Company or any of its subsidiaries and Hydron, Inc. or any of its subsidiaries, or (ii) cause any funds of the Company or any of its subsidiaries to be used for or to advance the business of Hydron, Inc. or its subsidiaries.

The foregoing description of the Amended Cooperation Agreement is qualified in its entirety by reference to the Amended Cooperation Agreement, a copy of which is attached to this Schedule 13D as Exhibit 99.5 and incorporated herein by reference.

Item 6.

Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer

Item 6 of Schedule 13D is hereby amended and supplemented as follows:

The information set forth in Item 4 of this Amendment is incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits

Item 7 of Schedule 13D is hereby amended and supplemented to add the following:

Exhibit 99.5 Amended and Restated Cooperation Agreement by and between the Company and Mo Chen dated April 3, 2024.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 9, 2024


Gray Jade Holding Limited	By:	/s/ Mo Chen
	Name:	Mo Chen
	Title:	Director

Mo Star LLC	By:	/s/ Mo Chen
	Name:	Mo Chen
	Title:	Director

THC International Limited	By:	/s/ Mo Chen
	Name:	Mo Chen
	Title:	Director

Brown Jade Holding Limited	By:	/s/ Mo Chen
	Name:	Mo Chen
	Title:	Director

Mo Chen		/s/ Mo Chen

Number of
Shares Beneficially
Owned by
Each Reporting
Person
With

Sole Voting Power

12,000,000 ⁽¹⁾

Shared Voting Power

0

Sole Dispositive Power

12,000,000 ⁽¹⁾

Shared Dispositive Power

0