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TuSimple to delist from Nasdaq, terminate SEC registration

EditorEmilio Ghigini
Published 01/17/2024, 07:05 AM
© Reuters.
TSPH
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SAN DIEGO - TuSimple Holdings Inc. (NASDAQ:TSP), an autonomous driving technology company, today announced its plan to voluntarily delist its common stock from the Nasdaq Stock Market and to terminate the registration of its common stock with the Securities and Exchange Commission (SEC). This decision was made by a Special Committee of independent directors from the company's Board of Directors.

The company is set to file a Form 25 with the SEC to initiate the delisting process on or about January 29, 2024. Consequently, TuSimple anticipates that the last day of trading on Nasdaq will be around February 7, 2024. Following this, on or about February 8, 2024, TuSimple expects to file a Form 15 with the SEC, effectively ceasing its reporting obligations under the Exchange Act, including Forms 10-K, 10-Q, and 8-K.

The Special Committee concluded that the delisting and deregistration are in the best interests of the company and its stockholders. Since its initial public offering in 2021, TuSimple has observed a significant shift in capital markets, influenced by rising interest rates and quantitative tightening, which has affected investor sentiment towards pre-commercialization technology growth companies. The company has faced decreased valuation and liquidity coupled with increased stock price volatility. The Special Committee believes that the benefits of being a publicly traded company no longer outweigh the costs.

As part of the delisting process, TuSimple has entered into a Cooperation Agreement with Mo Chen, the company's Executive Chairman. Chen has agreed to adhere to certain standstill provisions during a two-year period following the Form 15's effective date. The company's Amended and Restated Bylaws have also been amended to ensure that any transactions with Chen or his affiliates would require the approval of a majority of independent directors or disinterested stockholders.

Further details concerning the delisting and deregistration, along with the Cooperation Agreement and the amendments to the Bylaws, are available in the Letter to Stockholders on the company's investor relations website and in the Current Report on Form 8-K filed with the SEC.

This announcement is based on a press release statement and contains forward-looking statements regarding the company's intentions and the expected benefits of its delisting and deregistration.

This article was generated with the support of AI and reviewed by an editor. For more information see our T&C.

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