Filing Details
- Accession Number:
- 0001193125-24-090788
- Form Type:
- 13D Filing
- Publication Date:
- 2024-04-08 20:00:00
- Filed By:
- Chen Mo
- Company:
- Tusimple Holdings Inc.
- Filing Date:
- 2024-04-09
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Gray Jade Holding Limited | 12,000,000 | 0 | 12,000,000 | 0 | 12,000,000 | 5.5% |
| Mo Star | 12,000,000 | 0 | 12,000,000 | 0 | 12,000,000 | 5.5% |
| THC International Limited | 75,000 | 0 | 75,000 | 0 | 75,000 | 0.04% |
| Brown Jade Holding Limited | 6,292,314 | 0 | 6,292,314 | 0 | 6,292,314 | 3.1% |
| Mo Chen | 18,367,314 | 25,367,314 | 18,367,314 | 0 | 43,734,628 | 19.1% |
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 persons 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 | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7 | Sole Voting Power
12,000,000 (1) | ||||
| 8 | Shared Voting Power
0 | |||||
| 9 | Sole Dispositive Power
12,000,000 (1) | |||||
| 10 | Shared Dispositive Power
0 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
12,000,000 (1) | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
5.5%(2) (or 26.9%(3) of the aggregate voting power) | |||||
| 14 | Type of Reporting Person
CO | |||||
| (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 Issuers 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 Issuers Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023. |
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| 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 | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7 | Sole Voting Power
12,000,000 (1) | ||||
| 8 | Shared Voting Power
0 | |||||
| 9 | Sole Dispositive Power
12,000,000 (1) | |||||
| 10 | Shared Dispositive Power
0 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
12,000,000 (1) | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
5.5%(2) (or 26.9%(3) of the aggregate voting power) | |||||
| 14 | Type of Reporting Person
OO Limited Liability Company | |||||
| (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) | 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 Issuers 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 Issuers Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023. |
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 | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7 | Sole Voting Power
75,000 (1) | ||||
| 8 | Shared Voting Power
0 | |||||
| 9 | Sole Dispositive Power
75,000 (1) | |||||
| 10 | Shared Dispositive Power
0 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
75,000 (1) | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
0.04%(2) (or 0.02%(3) of the aggregate voting power) | |||||
| 14 | Type of Reporting Person
CO | |||||
| (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 Issuers 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 Issuers Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023. |
4
| 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 | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7 | Sole Voting Power
6,292,314 (1) | ||||
| 8 | Shared Voting Power
0 | |||||
| 9 | Sole Dispositive Power
6,292,314 (1) | |||||
| 10 | Shared Dispositive Power
0 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,292,314 (1) | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
3.1%(2) (or 1.4%(2) of the aggregate voting power) | |||||
| 14 | Type of Reporting Person
CO | |||||
| (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 Issuers 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 Issuers Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023. |
5
| 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 | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7 | Sole Voting Power
18,367,314 (1) | ||||
| 8 | Shared Voting Power
25,367,314 (2) | |||||
| 9 | Sole Dispositive Power
18,367,314 (1) | |||||
| 10 | Shared Dispositive Power
0 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
43,734,628 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
19.1%(3) (or 58.3%(4) of the aggregate voting power) | |||||
| 14 | Type of Reporting Person
IN | |||||
| (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 Issuers 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 Issuers Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023. |
6
| 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 Companys 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.
7
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 | |||
8