TuSimple to voluntarily delist from Nasdaq, terminate SEC registration by Feb 7, 2024

TuSimple Holdings Inc.

Company to file Form 25 on/about Jan 29; last trading day expected Feb 7, 2024.
Special Committee cites rising rates, shift in capital markets, and high costs of being public.
Enters Cooperation Agreement with Executive Chairman Mo Chen with 2-year standstill and capped ownership at 25%.
Bylaws amended to require at least three independent directors and independent approval for Chen-related transactions.
Company believes it can better navigate transformation as a private company.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

TuSimple Holdings Inc.: Amended bylaws to require at least three independent directors on the Board and to require approval of a majority of independent directors, an independent directors committee, or a majority of disinterested common stock holders for transactions with Mo Chen or his affiliates (effective 2024-01-15).

Change: bylaw amendment
Effective: 2024-01-15

Exact text from the filing

On January 15, 2024, as contemplated by the Cooperation Agreement, the Board approved the First Amendment to Amended and Restated Bylaws (the “Bylaws Amendment”) to provide that the Board will consist of at least three independent directors and to require that any transaction with Mr. Chen or his affiliates would require the approval of a majority of independent directors, a committee composed solely of independent directors or a majority of the disinterested holders of the Company’s Class A common stock.

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TuSimple Holdings Inc. filing history →

Source: SEC EDGAR

accession 0001193125-24-008909

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