Status:  Mitigation; Clearance

Digital Car

Acquirer:  Sina Corporation (China)

Revised Acquirer:  TuSimple (Cayman) Limited (Cayman Islands)

Acquired:   TuSimple Holdings Inc. (US)

Value:  Unknown

Industry:  Autonomous Vehicles

UPDATE: On February 18, 2022, CFIUS concluded its review of the 2017 investment transaction “and determined that there are no unresolved national security concerns.”  (TuSimple Holdings Inc. Form 10-K, Feb. 24, 2022, SEC Filing.)  Tu Simple reported that, as part of the resolution, “the Company entered into a National Security Agreement (‘NSA’) with the U.S. government under which it has agreed to limit access to certain data and adopt a technology control plan, appoint a security officer and a security director, establish a government security committee of the board of directors of the Company to be chaired by the security director, and periodically meet with and report to certain CFIUS monitoring agencies.” (Id.)  In addition, the directors “representing Sun Dream Inc. . . . have agreed that they will not stand for re-election to the board of directors of the Company upon expiration of their current terms, and Sun Dream, Inc. has agreed that it will not nominate replacement candidates or increase its current shareholdings in the Company.” (Id.)

UPDATE correcting “Acquirer”:  As noted below, in March of 2021 CIFUS “requested that [TuSimple] file a written notice regarding the 2017 purchase of shares of [] Series B redeemable convertible preferred stock by Sun Dream Inc., an affiliate of Sina Corporation (the ‘Sina Investment’). . .”  (TuSimple Holdings Inc. Form 10-K, Sept. 7, 2023, SEC Filing.)  After jointly filing with Sina Corporation, “CFIUS informed [TuSimple] that the transaction that [was] the subject of its review . . . [was] the 2017 acquisition of the U.S. business of TuSimple LLC by TuSimple (Cayman) Limited, rather than the Sina Investment.” (Id.) 

Status: Upcoming/New Filing; Post-Closing Filing

On March 23, 2021, TuSimple Holdings Inc., “an autonomous technology company” that has “developed industry-leading autonomous technology specifically designed for semi-trucks,” announced that it was offering shares of Class A common stock.  (TuSimple Holdings Inc., Form S-1, Mar. 23, 2021, SEC Filing.)  Included in the disclosures for that offering, TuSimple Holdings reported that on March 1, 2021, CFIUS “requested that [TuSimple] file a written notice regarding the 2017 purchase of shares . . . by Sun Dream Inc. (“Investor”), an affiliate of Sina Corporation,” a Chinese technology and media company. (Id.)  Sina Corporation and TuSimple Holdings “intend to file the requested notice jointly . . .” (Id.)

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