Xiaodi Hou, the co-founder and former CEO of self-driving truck startup TuSimple, is demanding that the board instantly liquidate the corporate and return all remaining funds – roughly $450 million – to shareholders “on a pure pro-rata basis, regardless of share class,” in accordance with a letter that TechCrunch has seen.
Hou can also be suing TuSimple and his former co-founder Mo Chen, the corporate’s chief producer and director, to substantiate {that a} 2022 voting settlement granting Chen management over TuSimple expired in November 2024, which Hou says would revert his voting rights again to him.
Hou has even created a web site, SaveTuSimple.com, to boost consciousness about his marketing campaign to liquidate TuSimple and return money to shareholders – which embrace Traton Group, Blackrock, and Vanguard. The positioning states that as of November 26, TuSimple’s inventory trades at $0.24 per share, whereas holding $1.93 per share in money alone. It advertises that by liquidation, TuSimple shareholders “can immediately realize this 700%+ premium to current market price.”
The letter, lawsuit, and marketing campaign are the newest flareups in an ongoing combat between TuSimple and a few of its shareholders, which incorporates Hou, over the corporate’s makes an attempt to ship its remaining belongings to China. Earlier than shuttering its U.S. operations and delisting from the inventory market earlier this yr, TuSimple was a pre-revenue firm, so any money it has as we speak would have come from buyers.
Hou and different shareholders have accused TuSimple’s leaders of diverting belongings in direction of animation and gaming companies linked to Chen, framing it as a enterprise pivot. After shareholders raised issues of self-dealing in an August letter to the board, TuSimple shocked many by unveiling a brand new AI-generated animation and gaming unit.
Earlier this month, Hou urged a California district court docket to situation a brief restraining order on TuSimple to cease the corporate from transferring U.S. belongings to China as a part of an current shareholder lawsuit. Hou mentioned he was galvanized to motion after noticing filings that he says signaled TuSimple was getting ready to switch massive sums of cash to China.
TuSimple has fought again towards Hou, mentioning its personal litigation alleging commerce secrets and techniques theft after Hou launched his autonomous trucking startup, Bot Auto, in Texas final month.
“As a founder who invested seven years building TuSimple Holdings Inc. and its largest shareholder, it has been disappointing to watch shareholders’ collective investment value plummet by over 91% in less than two years under the leadership of Mo Chen…and Chairman and CEO Cheng Lu,” Hou wrote within the letter which he despatched to the board on Monday.
Hou filed go well with towards TuSimple and Chen final week within the Delaware Chancery Courtroom, which is understood to be pleasant to shareholder rights. Within the submitting, he additionally requested the court docket to postpone TuSimple’s upcoming annual shareholder assembly, which is at the moment scheduled for December 20, to “prevent the implementation of proposed significant governance changes before the voting rights dispute is resolved.”
Sources acquainted with the matter say Hou desires time to solicit proxies to get extra buyers on aspect.
Other than Hou and Chen, TuSimple’s largest shareholder with an 11.8% stake is Solar Dream, an affiliate of Chinese language conglomerate Sina Company, an funding that introduced scrutiny from federal regulators.
The remaining massive shareholders are: Logistics big Traton (7.6% stake); Vanguard Group (6.1% stake); BlackRock (5.6% stake); and Camac Companions (5.5% stake). Camac has additionally written to induce the board to maintain TuSimple’s funds within the U.S. The opposite three buyers didn’t reply in time to TechCrunch to remark.
However earlier than Hou can persuade shareholders to again him, he’ll must get management over his personal shares, that are the topic of his lawsuit.
Hou’s voting settlement
Within the fall of 2022, a probe from the Committee on International Funding in the US led TuSimple to disclose that its staff spent paid hours in 2021 working for Hydron – Chen’s hydrogen trucking startup primarily based in China – and shared confidential data with the corporate. Because of this, Hou was ousted from his posts as CEO, president, and CTO, and from his place as chairman of the board, although he retained a seat on the board. Hou has maintained that the firing was achieved with out simply trigger.
He and Chen have been involved that the board was engaged in an influence seize that wasn’t in TuSimple’s greatest curiosity, in order that they mentioned combining their voting powers to reinstate Chen on the board and convey Hou again as CTO after an inside investigation concerning the Hydron allegations. (Hou by no means bought his CTO publish again.)
On November 9, Hou signed an settlement with Chen that may give the latter “irrevocable proxy and power of attorney” over Hou’s shares in TuSimple: Round 13.4 million shares of Class A typical inventory, and 12 million shares of Class B frequent inventory. Put collectively, Hou’s shares would account for 29.7% of TuSimple’s complete voting energy.
The settlement, which TechCrunch has seen, expired after two years. Hou says this implies the shares ought to revert again to him. However Chen has different concepts.
In a Securities and Alternate Fee submitting dated November 9, 2024, Chen reaffirmed his declare to Hou’s shares, stating that he controls 57.9% of the corporate’s voting energy. The submitting additionally states that whereas the irrevocable proxy certainly terminated, “the voting agreement, and the voting arrangement thereunder, remain in full force and effect.” In different phrases, whereas Hou could also be in possession of the shares, he nonetheless must vote as Chen directs.
(It’s value noting that since voluntarily delisting from the inventory market in January, TuSimple has did not file quarterly updates, that are required for a corporation that’s nonetheless registered with the SEC. TuSimple can also be making an attempt to deregister from the SEC.)
TuSimple included comparable language across the take care of Hou in its proxy assertion to shareholders forward of the upcoming annual assembly, throughout which they may vote on renewing the six present administrators and whether or not to create a labeled board, or a staggered board.
Half of the board’s present make-up is TuSimple executives: Chen, TuSimple CEO Cheng Lu, and TuSimple COO Jianan Hao. The opposite three – James Lu, Zhen Tao, and Albert Schultz – are supposed to be impartial administrators.
If the second proposal have been to go, it might forestall shareholders from changing all the board in a single vote and it might entrench management with Chen, who would successfully be guaranteeing his most popular administrators keep in place for the long run.
A listening to to expedite the evaluation of Hou’s criticism and to determine on his request to postpone TuSimple’s annual assembly is scheduled for December 2.
TuSimple didn’t reply to TechCrunch’s request for remark.
