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Xiaodi Hou , the Colorado - laminitis and former chief executive officer of self - driving motortruck startup TuSimple , is need that the board immediately liquidate the company and return all persist funds — roughly $ 450 million — to shareowner “ on a vestal pro - rata base , regardless of ploughshare class , ” according to a letter that TechCrunch has viewed .
Hou is also process TuSimple and his former co - founder Mo Chen , the company ’s principal producer and director , to affirm that a 2022 voting agreement allot Chen control over TuSimple run out in November 2024 , which Hou says would retrovert his vote rightfield back to him .
Hou has even created a web site , SaveTuSimple.com , to raise awareness about his campaign to liquidate TuSimple and retrovert hard cash to shareowner — which admit Traton Group , BlackRock , and Vanguard . The site states that as of November 26 , TuSimple ’s stock trades at $ 0.24 per share , while holding $ 1.93 per ploughshare in cash alone . It advertise that through liquidation , TuSimple shareholders “ can immediately realize this 700%+ agio to current market place terms . ”
The alphabetic character , case , and campaign are the latest flash - ups in anongoing fight between TuSimple and some of its shareholders , which admit Hou , over the society ’s attempts to send its remaining assets to China . Beforeshuttering its U.S. operationsanddelistingfrom the stock marketplace earlier this twelvemonth , TuSimple was a pre - revenue fellowship , so any cash it has today would have come from investor .
Hou and other shareholders have charge TuSimple ’s leaders of diverting plus toward vivification and play businesses linked to Chen , framing it as a business pivot man . After shareowner raise concerns of self - dealings in an August letter to the board , TuSimple surprised many by unveiling a new AI - render animation and gaming unit .
in the first place this month , Hou urgeda California district motor lodge to issue a temporary restraining purchase order on TuSimple to check the party from transferring U.S. plus to China as part of an existing shareholder lawsuit . Hou say he was galvanise to action after noticing filing that he say signaled TuSimple was preparing to transport big sums of money to China .
TuSimple has fought back against Hou , bringing up its own judicial proceeding alleging trade secrets thievery after Hou launched his autonomous trucking inauguration , Bot Auto , in Texas last month .
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“ As a founder who clothe seven year build TuSimple Holdings Inc. and its largest stockholder , it has been disappointing to watch stockholder ’ corporate investment time value plump by over 91 % in less than two days under the leaders of Mo Chen … and Chairman and CEO Cheng Lu , ” Hou wrote in the letter of the alphabet , which he transport to the board on Monday .
Hou filed wooing against TuSimple and Chen last hebdomad in the Delaware Chancery Court , which is have intercourse to be friendly to shareholder right wing . In the filing , he also asked the court to postpone TuSimple ’s upcoming annual shareholder meeting , which is presently schedule for December 20 , to “ prevent the carrying out of proposed meaning organization changes before the voting rightfulness dispute is resolved . ”
Sources familiar with the matter say Hou wants time to solicit proxy to get more investors on his side .
Aside from Hou and Chen , TuSimple ’s largest shareholder , with an 11.8 % post , is Sun Dream , an affiliate of Taiwanese conglomerate Sina Corporation , an investment funds that broughtscrutiny from federal regulators .
The remaining large shareholders are Logistics elephantine Traton ( 7.6 % stake ) ; Vanguard Group ( 6.1 % bet ) ; BlackRock ( 5.6 % post ) ; and Camac Partners ( 5.5 % stake ) . Camac has also written to urge the display panel to keep TuSimple ’s funds in the U.S. The other three investors did not respond in time to TechCrunch to point out .
But before Hou can convince stockholder to back him , he ’ll need to get control over his own shares , which are the subject field of his lawsuit .
Hou’s voting agreement
In the fall of 2022 , a probe from the Committee on Foreign Investment in the United States led TuSimple to break that its employee spent paid hr in 2021 working for Hydron — Chen ’s hydrogen trucking inauguration based in China — and shared confidential entropy with the fellowship . As a result , Hou was oustedfrom his posts as CEO , president , and CTO , and from his position as chairman of the board , though he retained a seat on the board . Hou has maintained that the lighting was done without just cause .
He and Chen were concerned that the board was engaged in a power grab that was n’t in TuSimple ’s best interest , so they discuss combine their voting force to reinstate Chen on the board and bring Hou back as CTO after an internal investigation about the Hydron allegations . ( Hou never go his CTO post back . )
On November 9 , Hou signed an arrangement with Chen that would give the latter “ irrevocable proxy and power of attorney ” over Hou ’s shares in TuSimple : Around 13.4 million shares of Class A plebeian stock , and 12 million share of Class B common parentage . Put together , Hou ’s portion would account for 29.7 % of TuSimple ’s entire balloting power .
The accord , which TechCrunch has viewed , expired after two old age . Hou enounce this means the contribution should revert back to him . But Chen has other ideas .
In a Securities and Exchange Commissionfilingdated November 9 , 2024 , Chen reaffirmed his claim to Hou ’s shares , stating that he controls 57.9 % of the company ’s voting index . The filing also state that while the irrevocable procurator indeed terminated , “ the balloting concord , and the balloting arrangement thereunder , remain in full force and effect . ” In other words , while Hou may be in ownership of the portion , he still needs to vote as Chen orchestrate .
( It ’s worth noting that since voluntarily delisting from the stock market in January , TuSimple has failed to file quarterly updates , which are required for a ship’s company that is still registered with the SEC . TuSimple is also attempting to deregister from the SEC . )
TuSimple included similar language around the plenty with Hou in its proxy statement to shareholders ahead of the upcoming annual meeting , during which they will vote on renewing the six current directors and whether to make a classified board , or a staggered card .
Half of the board ’s current makeup is TuSimple executives : Chen ; TuSimple CEO Cheng Lu ; and TuSimple COO Jianan Hao . The other three — James Lu , Zhen Tao , and Albert Schultz — are meant to be independent directors .
If the second marriage offer were to snuff it , it would keep shareholders from replacing the intact board in a individual vote and it could entrench dominance with Chen , who would effectively be see his preferred directors stay in place for the longsighted term .
A auditory modality to expedite the review of Hou ’s complaint and to adjudicate on his petition to defer TuSimple ’s annual merging is schedule for December 2 .
TuSimple did not respond to TechCrunch ’s asking for comment .
