United States securities and exchange commission logo
January 19, 2021
Patrick Dillon
Chief Financial Officer
Tusimple (Cayman) Limited
9191 Towne Centre Drive
Suite 600
San Diego, CA 92122
Re: Tusimple (Cayman)
Limited
Draft Registration
Statement on Form S-1
Submitted December
23, 2020
CIK No. 0001823593
Dear Mr. Dillon:
We have reviewed your 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.
Draft Registration Statement on Form S-1 Confidentially Submitted on
December 23, 2020
Capitalization, page 69
1. Please explain to us
your basis for assuming the exercise of Series E and E2 preferred
warrants in your pro
forma as adjusted capitalization information.
Dilution, page 71
2. Please revise to
separate the increase in pro forma net tangible book value (deficit) per
share attributable to
the pro forma adjustments separately from the increase due to new
investors in this
offering.
Patrick Dillon
FirstName LastNamePatrick
Tusimple (Cayman) Limited Dillon
Comapany
January 19,NameTusimple
2021 (Cayman) Limited
January
Page 2 19, 2021 Page 2
FirstName LastName
Internal Control over Financial Reporting, page 85
3. Please revise to clarify what remediation efforts have been completed
and what remains to
be completed in your remediation plan, if anything. Also, if the
material weakness has not
been fully remediated, please revise to disclose how long you estimate
it will take to
complete your plan and disclose any material costs you have, or expect
to be, incurred.
Business, page 113
4. You disclose that the company holds a number of patents. Please
discuss whether the
company holds any patents in China and include a risk factor
discussing any risks
associated with protecting intellectual property in China.
Additionally, please disclose the
duration of all of the company s patents in accordance with Item 101
of Regulation S-K.
Consolidated Financial Statements
Note 2. Basis of Presentation and Summary of Significant Accounting Policies
Cash, Cash Equivalents, and Restricted Cash, page F-9
5. Please provide us with a breakdown of the types and amounts of cash
items included in
cash and cash equivalents at December 31, 2019 and 2020.
Note 9. Redeemable Convertible Preferred Shares, Shareholders Deficit and
Equity Incentive
Plan, page F-21
6. Please provide us with a breakdown of all stock options and restricted
stock awards
granted during 2020 or after and include the fair value of the
underlying common stock at
the date of such grants. To the extent there were any significant
fluctuations in the fair
values from period-to-period, describe for us the factors that
contributed to these
fluctuations, including any intervening events within the company or
changes in your
valuation assumptions or methodology, underlying common stock used to
value such
awards as determined by your board of directors.
Note 11. Net Loss Per Share Attributable to Ordinary Shareholders, page F-27
7. Please tell us how you determined that the exchange and subsequent
sale of a founder's
Series A preferred shares for ordinary shares resulted in a deemed
dividend. Provide the
specific accounting guidance considered and tell us how you considered
the guidance in
ASC 718-20-35-7 in accounting for this exchange. In your response,
explain to us the
reason for this transaction and tell us Ren Zhenguo's relationship to
the company both
before and after the transaction.
Note 12 Variable Interest Entities, page F-28
8. We note that in September 2020 you obtained 100% of the equity
interests in each of your
variable interest entities. Please explain to us the facts and
circumstances that lead to the
dissolution of your VIE structure including any changes in PRC
regulations that may have
Patrick Dillon
Tusimple (Cayman) Limited
January 19, 2021
Page 3
prompted this change.
General
9. Please provide us with copies of all written communications, as defined
in Securities Act
Rule 405, that you, or anyone authorized to do so on your behalf, present
to potential
investors in reliance on Securities Act Section 5(d), whether or not they
retain copies of
the communications.
10. We note that you are planning on including executive compensation
disclosure in a
manner permitted for foreign private issuers. However, your disclosure
throughout your
filing does not discuss your status as a foreign private issuer. Please
revise throughout to
identify the company as a foreign private issuer and highlight the basis
for your
determination. In addition, please revise to discuss the risks to your
U.S.
investors stemming from your classification as a foreign private issuer.
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,
FirstName LastNamePatrick Dillon
Division of
Corporation Finance
Comapany NameTusimple (Cayman) Limited
Office of
Technology
January 19, 2021 Page 3
cc: Jeffrey R. Vetter, Esq.
FirstName LastName