United States securities and exchange commission logo
March 1, 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. 1 to
Draft Registration
Statement on Form S-1
Submitted February
16, 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
January 19, 2021.
Amendment No. 1 to Draft Registration Statement on Form S-1
Prospectus Summary
Our Solution, page 13
1. On page 16, you
disclose that you have received 5,700 reservations in your first four
months of accepting
them and that these potentially represent approximately $420 million
in revenue per year and
over $2 billion over an estimated five-year life. To provide
context to this
disclosure, please revise your filing throughout to address the following:
Clarify what a
reservation consists of, whether these are paid or unpaid reservations
Patrick Dillon
FirstName LastNamePatrick Dillon
TuSimple Holdings Inc.
Comapany
March NameTuSimple Holdings Inc.
1, 2021
March2 1, 2021 Page 2
Page
FirstName LastName
and whether they are cancellable and if so, under what
circumstances.
Disclose the basis for the assumptions used to calculate your
potential revenue. For
example, clarify if the price per mile consists of the average of
the price per mile
pursuant to the reservations, whether the assumed miles per year
is based on the miles
included in the reservations and whether the assumed operational
capability of the
truck is based on those you currently have in service.
Summary Consolidated Financial Data, page 28
2. To the extent you continue to include the expected impact of warrant
exercise in your
capitalization and dilution disclosures, please revise your pro forma
balance sheet and
earnings per share disclosures, here and elsewhere, to also reflect
the impact of such
exercise. Similarly, consider including here the impact of share value
awards that will
vest upon effectiveness or explain why you believe such adjustments
are not necessary.
Refer to Rule 11-01(a)(8) of Regulation S-X.
Risk Factors
Risks Related to Our Intellectual Property, Information Technology and Data
Privacy, page 44
3. Please tell us whether you are subject to CFIUS review as a result of
your initial public
offering or any financing received from a foreign person to date. If
so, disclose whether a
CFIUS review poses any material risks to the company, and summarize
under your
"Government Regulation" subsection the material steps involved in such
a review.
We may not be able to protect our intellectual property rights throughout the
world, page 47
4. We note your updated risk factor and disclosure relating to
intellectual property. Please
revise the risk factor to highlight how intellectual property rights
and protections may be
insufficient for companies with material intellectual property in
China.
Note 2. Basis of Presentation and Summary of Significant Accounting Policies
Cash, Cash Equivalents, and Restricted Cash, page F-9
5. We note from your response to prior comment 5 that cash and cash
equivalents consisted
of $57.4 million in certificates of deposit and money market mutual
funds at December
31, 2019. Please provide us with a breakdown of amounts held in
certificates of deposit
and money market mutual funds at December 31, 2019 and 2020.
Revenue Recognition, page F-12
6. Your discussion of carrier-owned capacity refers to purchasing your
purpose-built L4
autonomous semi-trucks and subscribing to TuSimple Path. Your revenue
recognition
policy, however, addresses only freight capacity services. We also
note that you formed
partnerships with Navistar and Traton for this purpose. Please tell us
the financial terms of
these arrangements. Clarify whether you will receive any
reimbursements, fees or revenue
from the partnerships or customers' purchase of the trucks from the
OEMs and quantify
Patrick Dillon
TuSimple Holdings Inc.
March 1, 2021
Page 3
any amounts received to date. Tell us the amount of revenue, if any,
earned from your
carrier-owned capacity business. Lastly, revise your policy
disclosures as necessary, if
material.
Note 12 Variable Interest Entities, page F-28
7. We note your response to prior comment 8. Please explain the reasons
why you initially
entered into the VIE structure and clarify further the facts and
circumstances that led you
to subsequently reevaluate the need for the VIE structure.
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.
FirstName LastNamePatrick Dillon Sincerely,
Comapany NameTuSimple Holdings Inc.
Division of
Corporation Finance
March 1, 2021 Page 3 Office of
Technology
FirstName LastName