tsp-20230630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-40326

TuSimple Holdings Inc.

(Exact Name of Registrant as Specified in its Charter)


Delaware			86-2341575
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
9191 Towne Centre Drive, Suite 600 San Diego, CA			92122
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (619) 916-3144

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share

TSP

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	x	Accelerated filer	o

Non-accelerated filer	o	Smaller reporting company	x

Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of August 31, 2023, the number of shares of the registrant’s Class A common stock outstanding was 205,103,184 and the number of shares of the registrant’s Class B common stock outstanding was 24,000,000.

Table of Contents


		Page
	Special Note Regarding Forward-Looking Statements	ii
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations	2
	Condensed Consolidated Statements of Comprehensive Loss	3
	Condensed Consolidated Statements of Stockholders’ Equity	4
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Unaudited Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	27
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 6.	Exhibits	31
	Signatures	32

EXPLANATORY NOTE

As previously reported, we were unable to file this Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 with the Securities and Exchange Commission ("SEC") on a timely basis as a result of our prior independent registered public accounting firm's resignation on November 17, 2022. Except as otherwise noted, the information in this report speaks as of the period covered thereby.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “design,” “intend,” “expect,” “could,” “plan,” “potential,” “predict,” “seek,” “should,” “would,” or the negative version of these words and similar expressions are intended to identify forward-looking statements. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:

•our future performance, including our revenue, cost of revenue, and operating expenses;

•the sufficiency of our cash and cash equivalents to meet our operating requirements;

•our ability to scale our Autonomous Freight Network;

•our ability to attract new users to our products and services;

•our ability to effectively manage our business strategy and future expenses;

•the estimated timing for when additional routes will be available;

•our ability to compete in a market that is rapidly evolving and subject to technological developments;

•our estimated total addressable market, the market for autonomous truck and freight transport solutions, and our market position;

•our ability to successfully collaborate with business partners and the willingness of business partners to work with us;

•our ability to obtain, maintain, protect, and enforce our intellectual property;

•our ability to comply with modified or new laws and regulations applicable to our business or industry;

•our involvement in and ability to resolve on favorable terms, if at all, any regulatory or government actions, inquiries or investigations, or securities litigation;

•our ability to attract and retain employees with the technical skills we require and other qualified personnel;

•our ability to achieve our driver-out milestones on the timeline expected;

•our anticipated investments in research and development, sales, and marketing, and the effect of these investments on our results of operations;

•the increased expenses associated with being a public company; and

•the potential impact of inflation, rising interest rates, wars, and other global hostilities on our and our partners’ business and results of operations, and on the global supply chain and economy generally.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, and prospects. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in Part I, Item 1A, “Risk Factors” of the Annual Report on Form 10-K for the year ended December 31, 2022 and that are otherwise described or updated from time to time in our other filings with the Securities and Exchange Commission (the “SEC”). Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the forward-looking events and circumstances discussed in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements.

Except as required by applicable law, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. Moreover, the forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by applicable law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

iii

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

TuSimple Holdings Inc.

Condensed Consolidated Balance Sheets

(in thousands, except share data)

(unaudited)


	December 31, 2022		June 30, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	615,386	$	314,711
Short-term investments	377,312		519,230
Accounts receivable, net	1,377		91
Prepaid expenses and other current assets	13,477		15,695
Total current assets	1,007,552		849,727
Property and equipment, net	17,083		13,393
Operating lease right-of-use assets	44,952		41,686
Other assets	4,692		4,819
Total assets	$	1,074,279	$	909,625
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	9,855	$	5,838
Amounts due to joint development partners	5,753		3,176
Accrued expenses and other current liabilities	48,260		31,093
Short-term debt	1,645		1,659
Operating lease liabilities, current	6,007		6,226
Total current liabilities	71,520		47,992
Operating lease liabilities, noncurrent	42,169		38,628
Long-term debt	3,668		2,849
Other liabilities	2,441		11
Total liabilities	119,798		89,480
Commitments and contingencies (Note 4)
Stockholders' equity:
Preferred stock, $0.0001 par value; 100,000,000 shares authorized as of December 31, 2022 and June 30, 2023; zero shares issued and outstanding as of December 31, 2022 and June 30, 2023, respectively	—		—
Common stock, $0.0001 par value; 4,876,000,000 Class A shares authorized as of December 31, 2022 and June 30, 2023; 201,707,557 and 204,336,269 Class A shares issued and outstanding as of December 31, 2022 and June 30, 2023, respectively; 24,000,000 Class B shares authorized, issued, and outstanding as of December 31, 2022 and June 30, 2023, respectively	22		22
Additional paid-in-capital	2,567,723		2,595,517
Accumulated other comprehensive loss	(3,559)		(6,438)
Accumulated deficit	(1,609,705)		(1,768,956)
Total stockholders’ equity	954,481		820,145
Total liabilities and stockholders’ equity	$	1,074,279	$	909,625

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

TuSimple Holdings Inc.

Condensed Consolidated Statements of Operations

(in thousands, except share and per share data)

(unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2023		2022		2023
Revenue	$	2,594	$	92	$	4,858	$	307
Cost of revenue	5,767		246		9,856		754
Gross loss	(3,173)		(154)		(4,998)		(447)
Operating expenses:
Research and development	85,519		58,506		163,677		120,108
Selling, general and administrative	22,017		28,735		54,232		57,422
Total operating expenses	107,536		87,241		217,909		177,530
Loss from operations	(110,709)		(87,395)		(222,907)		(177,977)
Interest income	1,907		9,747		2,367		19,624
Other income (expense), net	207		(391)		42		(898)
Loss before provision for income taxes	(108,595)		(78,039)		(220,498)		(159,251)
Provision for income taxes	—		—		—		—
Net loss	$	(108,595)	$	(78,039)	$	(220,498)	$	(159,251)
Net loss per share attributable to common stockholders, basic and diluted	$	(0.49)	$	(0.34)	$	(0.99)	$	(0.70)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted	223,785,825		227,989,816		223,159,618		227,202,197

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

TuSimple Holdings Inc.

Condensed Consolidated Statements of Comprehensive Loss

(in thousands)

(unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2023		2022		2023
Net loss	$	(108,595)	$	(78,039)	$	(220,498)	$	(159,251)
Other comprehensive loss, net of tax:
Unrealized loss on available-for-sale securities	—		(2,337)		—		(1,934)
Foreign currency translation adjustment	(1,345)		(1,864)		(1,146)		(945)
Comprehensive loss	$	(109,940)	$	(82,240)	$	(221,644)	$	(162,130)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

TuSimple Holdings Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(in thousands, except share amounts)

(unaudited)


	Common Stock
	Shares	Amount		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ Equity
Balance as of December 31, 2021	221,833,195	$	22	$	2,464,730	$	77	$	(1,137,851)	$	1,326,978
Adjustments for prior periods from adopting ASC 842	—	—		—		—		191		191
Issuance of common stock from exercise of options	534,019	—		871		—		—		871
Issuance of common stock from release of RSUs and SVAs	537,980	—		—		—		—		—
Issuance of common stock under the Employee Stock Purchase Plan	87,215	—		1,292		—		—		1,292
Vesting of early exercised stock options	—	—		21		—		—		21
Stock-based compensation	—	—		27,527		—		—		27,527
Foreign currency translation adjustment	—	—		—		199		—		199
Net loss	—	—		—		—		(111,903)		(111,903)
Balance as of March 31, 2022	222,992,409	22		2,494,441		276		(1,249,563)		1,245,176
Issuance of common stock from exercise of options	262,548	—		687		—		—		687
Issuance of common stock from release of RSUs and SVAs	937,573	—		—		—		—		—
Vesting of early exercised stock options	—	—		21		—		—		21
Stock-based compensation	—	—		25,151		—		—		25,151
Foreign currency translation adjustment	—	—		—		(1,345)		—		(1,345)
Net loss	—	—		—		—		(108,595)		(108,595)
Balance as of June 30, 2022	224,192,530	$	22	$	2,520,300	$	(1,069)	$	(1,358,158)	$	1,161,095

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

TuSimple Holdings Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(in thousands, except share amounts)

(unaudited)


	Common Stock
	Shares	Amount		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ Equity
Balance as of December 31, 2022	225,707,557	$	22	$	2,567,723	$	(3,559)	$	(1,609,705)	$	954,481
Issuance of common stock from exercise of options	22,230	—		—		—		—		—
Issuance of common stock from release of RSUs and SVAs	654,949	—		—		—		—		—
Stock-based compensation	—	—		16,805		—		—		16,805
Unrealized gain on available-for-sale debt securities, net	—	—		—		403		—		403
Foreign currency translation adjustment	—	—		—		919		—		919
Net loss	—	—		—		—		(81,212)		(81,212)
Balance as of March 31, 2023	226,384,736	22		2,584,528		(2,237)		(1,690,917)		891,396
Issuance of common stock from exercise of options	31,626	—		30		—		—		30
Issuance of common stock from release of RSUs and SVAs	1,744,091	—		—		—		—		—
Compensatory stock issuances	175,816	—		—		—		—		—
Stock-based compensation	—	—		10,959		—		—		10,959
Unrealized gain on available-for-sale debt securities, net	—	—		—		(2,337)		—		(2,337)
Foreign currency translation adjustment	—	—		—		(1,864)		—		(1,864)
Net loss	—	—		—		—		(78,039)		(78,039)
Balance as of June 30, 2023	228,336,269	$	22	$	2,595,517	$	(6,438)

SEC Form 10-Q filed by TuSimple Holdings Inc.