United States securities and exchange commission logo
March 19, 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. 2 to
Draft Registration
Statement on Form S-1
Submitted March 8,
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
March 1, 2021.
Amendment No. 2 to Draft Registration Statement on Form S-1
Prospectus Summary
Our Solution, page 13
1. We note your disclosure
revisions in response to our prior comment 1. Please
revise throughout the
filing to disclose the current timeframe in which you expect to begin
filling reservations
for your trucks. In this regard, you state that your goal is to
have factory produced
L4 autonomous semi-trucks available at scale in 2024. Please
clarify whether "at
scale" means you will be able to fill all of reservations within a short
period of time
subsequent to achieving this goal or whether it will take a longer period of
Patrick Dillon
TuSimple Holdings Inc.
March 19, 2021
Page 2
time subsequent to the achievement of at scale production. If the
latter is true, please
disclose your current expected timeframe or state that you are not
able to estimate such
timeframe.
2. Your disclosure indicates that the reservation system was established
by you and
Navistar. Please clarify the following information, where applicable:
Whether the customer places the reservation and any related
deposit with you or with
Navistar. If the customer places the reservation with Navistar,
disclose how often you
receive updates regarding the total number of outstanding
reservations received by
Navistar so a reader may ascertain how current this information is.
Disclose whether you have collected any deposits thus far and if
so, include the
amount. If you collect and hold the deposit, revise your liquidity
section to disclose
the impact that refunds may have on your liquidity and how you
anticipate providing
refunds of these deposits in the future, if required.
Summary Consolidated Financial Data, page 33
3. Please refer to our prior comment 2 and address the following as it
relates to your pro
forma per share information:
Revise the weighted average shares used in computing pro forma net
loss per share to
include adjustments for share issuances similar to those included
in the pro forma
column to your capitalization table.
Include the Class B shares to be issued to your founders in the
weighted average
shares outstanding or explain your basis for excluding such items
from your weighted
average shares.
Revise the numerator for your per share calculations to include
adjustments for the
compensation expense associated with the RSU and SVA Settlement
and the
performance-based options that will vest upon effectiveness.
Similarly, adjust for
other items included in your pro forma accumulated deficit
calculations or explain
why you believe exclusion here is appropriate. Refer to Rule
11-01(a)(8).
Considering the number of adjustments included in your pro forma
per share
calculations, revise to provide a quantified reconciliation of
both the numerator and
denominator in footnote (1).
Risk Factors
Risks Related to Our Dependence on Third Parties
We rely on our business partners and other industry participants for our
AFN..., page 40
4. Please revise to address any risks associated with the fact that any
product license
FirstName LastNamePatrick Dillon
agreements or long-term cooperation agreements associated with your
Navistar and
Comapany NameTuSimple
Traton Holdings
joint development Inc. will not be negotiated and
finalized until completion of
projects
March the
19, development
2021 Page 2 activities.
FirstName LastName
Patrick Dillon
FirstName LastNamePatrick Dillon
TuSimple Holdings Inc.
Comapany
March NameTuSimple Holdings Inc.
19, 2021
March3 19, 2021 Page 3
Page
FirstName LastName
Risks Related to Our International Operations
Changes to trade policy, tariffs, and import/export regulations may have a
material adverse effect
on our business..., page 61
5. We note your response to our prior comment 3. Please further revise
your risk factor to
make clear that CFIUS has initiated a review of an investor's 2017
investment and the
potential ramifications of such a review.
Risks Related to Our Class A Common Stock and This Offering, page 62
6. Disclose whether the company expects to be a controlled company
under the rules of
the Nasdaq. If so, please revise throughout the registration statement
to disclose such
status and the consequences. Also disclose whether the company intends
to avail itself to
the corporate governance exemptions afforded to a controlled
company under the rules
of Nasdaq.
Capitalization, page 75
7. Please revise to include a discussion of all pro forma adjustments and
provide quantified
information where appropriate. In this regard, based on the pro forma
number of shares
outstanding, it appears that you have included the issuance of Series
E preferred shares in
January 2021; the exercise of Series E-2 preferred share warrants in
February 2021; and
the exercise of Series E warrants assuming that you have received
notices of exercise from
the holders. Similarly, the pro forma accumulated deficit appears to
include adjustments
for compensation expense related to performance-based options that
will vest upon the
offering, compensation related to a separation agreement and a gain
related to
the expiration of unexercised warrants.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Components of Results of Operations, page 82
8. You state that the warrants outstanding as of December 30, 2020 were
exercised prior to
the consummation of this offering; however, it appears from your
subsequent events
disclosure that only Traton exercised their warrant. Please revise to
clarify. Also, explain
further your change to the Black-Scholes option pricing model as of
December 31, 2020.
In this regard, tell us how the variability surrounding which series
of redeemable
convertible preferred stock the warrants are exercised into has been
resolved and revise
your disclosures as necessary.
Commitments and Contractual Obligations, page 90
9. Please revise to include a discussion of the payments that may be
required to Navistar
under your joint development agreement.
Patrick Dillon
FirstName LastNamePatrick Dillon
TuSimple Holdings Inc.
Comapany
March NameTuSimple Holdings Inc.
19, 2021
March4 19, 2021 Page 4
Page
FirstName LastName
Consolidated Financial Statements
Note 9. Redeemable Convertible Preferred Shares and Preferred Share Warrants,
and
Shareholders Deficit, page F-24
10. Please disclose the number of shares that would be issued under the
Navistar warrants if
exercised at the balance sheet date. Disclose the fair value of the
underlying shares at the
balance sheet date for all warrants outstanding, if different than the
exercise price. Refer
to ASC 480-10-50-2.
11. Please provide us with an analysis of the specific guidance applied or
analogized to in
accounting for your joint development agreements with Navistar and
Traton. Clarify how
you considered Traton and Navistar's intentions to enter into future
arrangements upon
completion of development in your analysis.
General
12. Please revise the graphics at the forefront of the registration
statement to accurately depict
the company s truck reservations. Specifically, we note that you
include a metric for
5,700+ purpose-built fully autonomous trucks reserved in first four
months. Please revise
this graphic in light of your disclosure in the registration statement
that your reservations
are only to secure a priority position to order and purchase a truck
and that reservations
may never result in actual purchase agreements. Refer to Securities
Act Forms C&DI
101.02.
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,
Division of
Corporation Finance
Office of
Technology