SEC Form SC 13G filed by TuSimple Holdings Inc.

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s 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 a prior cover page.

  Name of Reporting Person

  Gray Jade Holding Limited

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  British Virgin Islands

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  12,000,000 ⁽¹⁾

  Shared Voting Power

  See footnote response to Row (5)

  Sole Dispositive Power

  12,000,000 ⁽¹⁾

  Shared Dispositive Power

  See footnote response to Row (7)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  12,000,000 ⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented by Amount in Row (9)

  6.0%⁽²⁾ (or 28.0%⁽³⁾ of the aggregate voting power)

  Type of Reporting Person

  CO

Represents 12,000,000 shares of Class B common stock held by Gray Jade Holding Limited, which is wholly owned by Mo Star LLC. Mo Star LLC is wholly owned by The C Family Trust, of which Mo Chen serves as the settlor. Each of Mo Star LLC and Mo Chen may be deemed to have sole power to vote and dispose of these shares.

The beneficial ownership percentage is calculated based on (i) 189,026,565 shares of Class A common stock of the Issuer issued and outstanding as of October 31, 2021, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 4, 2021, and (ii) assuming all Class B common stock held by such reporting person are converted into the same number of Class A common stock.

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 submitted to them for vote. The voting power of the stock beneficially owned represented 28.0% of the total outstanding voting power, calculated based on (i) 189,026,565 shares of Class A common stock of the Issuer issued and outstanding as of October 31, 2021, and (ii) 24,000,000 shares of Class B common stock of the Issuer issued and outstanding as of October 31, 2021, each as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 4, 2021.

  Name of Reporting Person

  Mo Star LLC

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  State of Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  12,000,000 ⁽¹⁾

  Shared Voting Power

  See footnote response to Row (5)

  Sole Dispositive Power

  12,000,000 ⁽¹⁾

  Shared Dispositive Power

  See footnote response to Row (7)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  12,000,000 ⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented by Amount in Row (9)

  6.0%⁽²⁾ (or 28.0%⁽³⁾ of the aggregate voting power)

  Type of Reporting Person

  OO – Limited Liability Company

Represents 12,000,000 shares of Class B common stock held by Gray Jade Holding Limited, which is wholly owned by Mo Star LLC. Mo Star LLC is wholly owned by The C Family Trust, of which Mo Chen serves as the settlor. Mo Chen may be deemed to have sole power to vote and dispose of these shares.

The beneficial ownership percentage is calculated based on (i) 189,026,565 shares of Class A common stock of the Issuer issued and outstanding as of October 31, 2021, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 4, 2021, and (ii) assuming all Class B common stock held by such reporting person are converted into the same number of Class A common stock.

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 submitted to them for vote. The voting power of the stock beneficially owned represented 28.0% of the total outstanding voting power, calculated based on (i) 189,026,565 shares of Class A common stock of the Issuer issued and outstanding as of October 31, 2021, and (ii) 24,000,000 shares of Class B common stock of the Issuer issued and outstanding as of October 31, 2021, each as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 4, 2021.

  Name of Reporting Person

  THC International Limited

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  British Virgin Islands

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  75,000 ⁽¹⁾

  Shared Voting Power

  See footnote response to Row (5)

  Sole Dispositive Power

  75,000 ⁽¹⁾

  Shared Dispositive Power

  See footnote response to Row (7)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  75,000 ⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented by Amount in Row (9)

  0.04%⁽²⁾ (or 0.02%⁽³⁾ of the aggregate voting power)

  Type of Reporting Person

  CO

Represents 75,000 shares of Class A common stock held by THC International Limited, which entity is beneficially owned by Mo Chen. Mo Chen may be deemed to have sole power to vote and dispose of these shares.

The beneficial ownership percentage is calculated based on 189,026,565 shares of Class A common stock of the Issuer issued and outstanding as of October 31, 2021, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 4, 2021.

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 submitted to them for vote. The voting power of the stock beneficially owned represented 0.02% of the total outstanding voting power, calculated based on (i) 189,026,565 shares of Class A common stock of the Issuer issued and outstanding as of October 31, 2021, and (ii) 24,000,000 shares of Class B common stock of the Issuer issued and outstanding as of October 31, 2021, each as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 4, 2021.

  Name of Reporting Person

  Brown Jade Holding Limited

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  British Virgin Islands

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  6,292,314 ⁽¹⁾

  Shared Voting Power

  See footnote response to Row (5)

  Sole Dispositive Power

  6,292,314 ⁽¹⁾

  Shared Dispositive Power

  See footnote response to Row (7)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  6,292,314 ⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented by Amount in Row (9)

  3.3%⁽²⁾ (or 1.5%⁽²⁾ of the aggregate voting power)

  Type of Reporting Person

  CO

Represents 6,292,314 shares of Class A common stock held by Brown Jade Holding Limited, which entity is beneficially owned by Mo Chen. Mo Chen may be deemed to have sole power to vote and dispose of these shares.

The beneficial ownership percentage is calculated based on 189,026,565 shares of Class A common stock of the Issuer issued and outstanding as of October 31, 2021, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 4, 2021.

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 submitted to them for vote. The voting power of the stock beneficially owned represented 1.5% of the total outstanding voting power, calculated based on (i) 189,026,565 shares of Class A common stock of the Issuer issued and outstanding as of October 31, 2021, and (ii) 24,000,000 shares of Class B common stock of the Issuer issued and outstanding as of October 31, 2021, each as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 4, 2021.

  Name of Reporting Person

  Mo Chen

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Canada

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  18,367,314 ⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  18,367,314 ⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  18,367,314 ⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented by Amount in Row (9)

  9.1%⁽²⁾ (or 29.5%⁽³⁾ of the aggregate voting power)

  Type of Reporting Person

  IN

Represents (i) 6,292,314 shares of Class A common stock held by Brown Jade Holding Limited, (ii) 75,000 Class A shares of 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 C Family Trust with Mo Chen as the settlor. Each Class B common stock is convertible into one Class A common stock at the option of the holder at any time.

The beneficial ownership percentage is calculated based on (i) 189,026,565 shares of Class A common stock of the Issuer issued and outstanding as of October 31, 2021, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 4, 2021, and (ii) assuming all Class B common stock beneficially held by such reporting person are converted into the same number of Class A common stock.

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 submitted to them for vote. The voting power of the stock beneficially owned represented 29.5% of the total outstanding voting power, calculated based on (i) 189,026,565 shares of Class A common stock of the Issuer issued and outstanding as of October 31, 2021, and (ii) 24,000,000 shares of Class B common stock of the Issuer issued and outstanding as of October 31, 2021, each as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 4, 2021.

Item 1(a).  

Name of Issuer:

TuSimple Holdings Inc.

Item 1(b). 

Address of Issuer’s Principal Executive Offices:

9191 Towne Centre Drive, Suite 600, San Diego, California 92122

Item 2(a).  

Name of Person Filing:

(i) Gray Jade Holding Limited;

(ii) Mo Star LLC;

(iii) THC International Limited;

(iv) Brown Jade Holding Limited; and

(v) Mo Chen (each a “Reporting Person”, collectively, the “Reporting Persons”).

Item 2(b). 

Address of Principal Business Office or, if none, Residence:

The addresses of the Reporting Persons are:

For Gray Jade Holding Limited

Sertus Chambers, P.O. Box 905, Quastisky Building

Road Town, Tortola

British Virgin Islands

For Mo Star LLC

8 The Green, Suite B

Dover, Delaware 19901

For THC International Limited

Craigmuir Chambers

Road Town, Tortola, VG 1110

British Virgin Islands

For Brown Jade Holding Limited

Craigmuir Chambers

Road Town, Tortola, VG 1110

British Virgin Islands

For Mo Chen

9191 Towne Centre Drive, Suite 600

San Diego, California 92122

Item 2(c)  

Citizenship:

Gray Jade Holding Limited – British Virgin Islands

Mo Star LLC – State of Delaware

THC International Limited – British Virgin Islands

Brown Jade Holding Limited – British Virgin Islands

Mo Chen – Canada

Item 2(d). 

Title of Class of Securities:

Class A common stock, par value US$0.0001 per share, of the Issuer.

The Issuer’s common stock consist of Class A common stock and Class B common stock. Each holder of Class A common stock is entitled to one vote per share of Class A common stock and each holder of Class B common stock is entitled to ten votes per share of Class B common stock, on all matters submitted to shareholders for vote. Class B common stock are convertible at any time by the holder thereof into Class A common stock on a one-for-one basis. Class A common stock are not convertible into Class B common stock under any circumstances.

Item 2(e).  

CUSIP Number:

90089L108

Item 3.   

If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a:

Not applicable

Amount beneficially owned:

Percent of Class:

Number of shares as to which each Reporting Person has:

Sole power to vote or to direct the vote:

Shared power to vote or to direct the vote:

Sole power to dispose or to direct the disposition of:

Shared power to dispose or to direct the disposition of:

Item 5.   

Item 6.   

Exhibit No.

Description

/s/ Mo Chen

/s/ Mo Chen

/s/ Mo Chen

/s/ Mo Chen

/s/ Mo Chen