TSP Grizzly Research

August 10th, 2021
R E P O R T S
Research Report on TuSimple Holdings Inc (NASDAQ: TSP)
L4 Autonomous Truck Driving will not be so simple for

TuSimple Holdings Inc. (NASDAQ: TSP)
Why we believe the Company is All Smoke and Mirrors
- TSP is the one of the latest hot China based IPO of an TSP Stock Performance As of August 10th 2021
ambitious autonomous driving technology company, but we 40
believe the company has systematically lied and misrepresent- 35
ed key information. 30
25
- TSP and Nikola have a lot more in common that it may 20
appear; both companies are nanced by the same bad actors 15
– specifically, VectoIQ, aka Stephen Girsky, is an investor here
10
too. These individuals were sued for negligence; when the
fi
5
lawsuit was filed, the BoD at TSP turned a blind eye and
allowed them to continue. The existence of this investor was 0
5/4/2020 8/4/2020 11/4/2020 2/4/2021 5/4/2021
conveniently removed from TSP’s investor presentations.
- TSP’s founders Mo Chen and Xiaodi Hou have a history

of failure that is filled with bankruptcies and suspended TSP Trade Data As of August 10th 2021
business licenses. The two teamed up in an Imagine recogni- Stock Price: $34.35
tion business, which was quickly dissolved. Chen used to run 52 Week Low: $32.13
an online advertising. The firm was later sold but has its 52 Week High: $79.84
business license currently removed. Chen tried his hand at an Market Capitalization: $7.181B
ecommerce used car business that was both suspended by 3 Month Avg. Volume: 1.24M
Weighted Avg. Shares Outstanding: 209M
authorities and ended insolvent. The founders’ track record
makes them seem remarkably ill-equipped.
- TSP has managed to fool both sell side analysts and inves- Share Price Performance (%) 1 month 3 month 6 month
tors on pre-order numbers that seem to equate to hundreds Absolute -38% -9% -14%
and millions of dollar in revenue. The 5,700 pre-orders (Nikola Rela�ve to S&P500 -39% -18% -27%
had 7,000) the company touted equate to $420m in potential Rela�ve to FXI -31% -1% 8%
revenue; however, this “revenue” could be cancelled
anytime by the customer and the $500 deposit is
completely refundable.
The SEC sent a letter to TSP to clarify, and they ended up
deleting the whole revenue forecast! Other facts investors may - The company’s technology is in no way differenti-
or may not have known: ated from the competition. The key differentiating
factor touted by mgmt (ie. “Camera Centric Architec-
o Out of the 5,700 pre-orders, about 4,000 of these were ture”) is really a glorified HD camera.
equity partners with no deposit required! Are those really We expect competitors to install HD cameras, if this
your true customers? feature is demanded by customers.
o It’s not until 2024 where TSP and Navistar are planning to - Despite the company’s attempt to distance itself
bring the trucks into market! from China origins, the regulatory uncertainty
revolving around Chinese companies listed abroad
- TSP presents Navistar as a key “customer.” In reality, TSP has puts huge headwind on the company’s already
to reimburse Navistar $10m for expenses. TSP is not making uncertain future.
any money from this relationship anytime soon – instead,
they are paying Navistar for the opportunity to use its - We conclude that TSP is nothing but an empty
name. This relationship is zero risk for Navistar and all the box that was nicely packaged and irresponsibly
burden lies with TSP. While Navistar helps TSP push KPIs, it dumped on US investors. We see the stock losing up
made over $200M from its March 2021 pre IPO investments in to 50% within a short to medium timeframe once the
TSP alone. hype is over.
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1
R E P O R T S
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THROUGH OUR MEMBERS, PARTNERS, AFFILIATES, EMPLOYEES, AND/OR CONSULTANTS) ALONG WITH
OUR CLIENTS AND/OR INVESTORS HAS A DIRECT OR INDIRECT SHORT POSITION IN THE STOCK (AND/OR
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COMPANY COVERED HEREIN, AND THEREFORE STANDS TO REALIZE SIGNIFICANT GAINS IN THE EVENT
THAT THE PRICE OF TUSIMPLE’S STOCK DECLINES. THEREFORE, USE GRIZZLY RESEARCH’S RESEARCH AT
YOUR OWN RISK. YOU SHOULD DO YOUR OWN RESEARCH AND DUE DILIGENCE BEFORE MAKING ANY
INVESTMENT DECISION WITH RESPECT TO THE SECURITIES COVERED HEREIN. THE OPINIONS EXPRESSED
IN THIS REPORT ARE NOT INVESTMENT ADVICE NOR SHOULD THEY BE CONSTRUED AS INVESTMENT
ADVICE OR ANY RECOMMENDATION OF ANY KIND. FOLLOWING PUBLICATION OF THIS REPORT, WE MAY
CONTINUE TRANSACTING IN THE SECURITIES COVERED THEREIN, AND WE MAY BE LONG, SHORT, OR
NEUTRAL AT ANY TIME HEREAFTER REGARDLESS OF OUR INITIAL OPINION.
To the best of our ability and belief, all information contained herein is accurate and reliable, and has
been obtained from public sources we believe to be accurate and reliable, and who are not insiders or
connected persons of the stock covered herein or who may otherwise owe any fiduciary duty or duty of
confidentiality to the issuer. Note that TuSimple Holdings Inc and insiders, agents, and legal
representatives of TuSimple Holdings Inc and other entities mentioned herein may be in possession of
material non-public information that may be relevant to the matters discussed herein. Do not presume
that any person or company mentioned herein has reviewed our report prior to its publication.
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August 10th, 2021
R E P O R T S
TuSimple Holdings – Brought to You by the Key People

Behind Nikola
TuSimple successfully went public through IPO on the NASDAQ in April 2021. Before TSP went public, it
conducted a few rounds of financing. In its Series E financing, the company raised a total amount of
$350M. VectoIQ and Stephen Girsky were listed as TSP’s lead investors in that round, with Principia
Growth also as the new investor and Navistar (US) and Traton as the follow-on investors. The deal,
according to the pitchbook, was completed on November 25, 2020.
Deal #10: Later Stage VC (Series E), $350M, Completed; 25-Nov-2020

VC Round 8th Round Raised to Date $647.85M
Deal Types Later Stage VC, Series E Total Invested Equity $350.00M
Deal Amount $350.00M Total Invested Capital $350.00M
Deal Status Completed CEO/Lead MGT Cheng Lu
Deal Date 25-Nov-20 Site San Diego, CA
Financing Status Venture Capital-Backed Business Status Genera�ng Revenue/ Not Profitable
Financing Source Venture Capital
Deal Details
5 Investors - Navistar (US), Principia Growth, Stephen Girsky, Traton, VactoIQ
# Investor Name Status Lead/Sole Comments
1 Navistar (US) Follow-On InvestorNo Form Of Payment: Cash
2 Principia Growth New Investor No
3 Stephen Girsky New investor Yes Form Of Payment: Cash
4 Traton Follow-On InvestorNo Form Of Payment: Cash
5 VectoIQ New Investor Yes Form Of Payment: Cash
Source: Pitchbook
We were very surprised that TSP would accept VectoIQ and Stephen Girsky as the lead investor for that
Series E financing. Stephen Girsky and VectoIQ had just been at the center of the Nikola Motors debacle.
Nikola Motors came under scrutiny in September 2020 after a critical report by Hindenburg research.
Many notable news outlets reported on Nikola’s alleged security fraud and its previous executive chair-
man Trevor Milton resigned all of his positions from Nikola the day after receiving a grand jury subpoe-
nas from the U.S. Attorney’s Office for the Southern District of New York on September 20, 2020.
TSP NKLA
(NASDAQ:TSP) (NASDAQ:NKLA)
Same Backers: Stephen Girsky and VectoIQ lead investor in the Series E March 2020: injected $700M into Nikola via VectoIQ.
Stephen Girsky & round in November 2020. June 2020: oversaw their public lis�ng via reverse
VectoIQ merger.
Shady Founders Upon a deeper look Founders Mo Chen and Xiaodi Hou Nikola Founder Trevor Milton was recently indicted for
seem ridiculously ill equipped. fraud for his misrepresenta�on at Nikola.
Technology Does Pays to use third par�es technologies, not proprietary nor Lied repeatedly about its technology claims, for example
Not Exist / Is Not exclusive. related to ba�eries and turbines.
As Good as They
Claim Their technology isn't unique nor hard to replicate for any Used third party technology that they presented as their
compe�tor. own.
Claims having over 5,700 reserva�ons, 75% of which are
Fake Pre Orders from equity investors and don't require any deposit. Claimed to have had 7,000 pre-orders.
Stock is down around 58% from ATH, TSP only went Stock is down more than 80% from ATH a�er an ini�ally
Post IPO Pump public in April 2021. strong stock performance post Reverse Merger.
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August 10th, 2021
R E P O R T S

Behind Nikola
Below is from Nikola’s 2020 annual report:
“The Company and Mr. Milton also received grand jury subpoenas from the U.S. Attorney’s Office for the
Southern District of New York (the “SDNY”) on September 19, 2020. On September 20, 2020, Mr. Milton offered
to voluntarily step down from his position as Executive Chairman, as a member of the Company’s board of
directors, including all committees thereof, and from all positions as an employee and officer of the Company.
The board accepted his resignation and appointed Stephen Girsky as Chairman of the board of directors. The
Company subsequently has appointed three new board members, Steve Shindler, Bruce Smith and Mary
Petrovich.” --- Nikola 2020 Annual Report
The SPAC that merged with Nikola, VectoIQ Acquisition Corp., was run by Chief Executive Officer
Stephen Girsky who is also a lead investor in TSP. We believe Stephen should also be liable for what has
happened in the Nikola fiasco, among others. At the end of the day, VectoIQ and its CEO at the mini-
mum did not conduct sufficient due diligence on the company that it was going to merge with. In fact,
Stephen (Steve) Girsky has been sued for his role in the Nikola incident.
Below is the lawsuit Salguocar v. Girsky et. al., filed on October 19, 2020.
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August 10th, 2021
R E P O R T S

Behind Nikola
In the lawsuit, Steven Girsky was named as one of the defendants as he served as the President, CEO
and director of VectoIQ, and later the Chairman of the Board of Directors. In the 10-k that VectorIQ filed
with the SEC, the company stated that it was to conduct a thorough due diligence review of Nikola.
VectoIQ also noted that it seeks businesses that are market leaders, with “established technologies”.
However, we all know how that turned out.
Post the merger and acquisition, despite evidently doing very little due diligence, Stephen Girsky
received a not so little compensation. The lawsuit claims that “as a trusted company director and
chair of the audit committee, he conducted little, if any, oversight of the company’s engagement
in the scheme to make false and misleading statements, consciously disregarded his duties...”
Having profited nicely from Nikola’s scheme, while conveniently overlooking all the major red flags, we
highly doubt the integrity of Stephen, and worry about his involvement in any company, including TSP.
In 2019, “We Will Target Businesses That Are Market Leaders, With Established Technologies”
In 2020, Nikola Acquisition Completed.
Stephen Girsky? Care to Explain?
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August 10th, 2021
R E P O R T S

Behind Nikola
Hence, we are shocked that after the whole Nikola incident unfolded in September 2020, even after
regulatory intervention and Trevor Milton’s resignation, TSP would still accept VectoIQ and Stephen
Girsky as its lead investor in November 2020, only two months after the debacle. We believe that
either TSP simply does not care, or TSP’s due diligence is so bad that it does not know VectoIQ and
Stephen Girsky’s role in the whole Nikola fiasco. Either way, we believe this is a really big red flag regard-
ing TSP’s credibility and internal control.
We believe the decision to bring them onboard was potentially done early on before the exposé of the
Nikola incidence as early documents showed VectoIQ and other financial investors including Sina in its
IPO roadshow presentation. These mentions were subsequently removed in the later filings.
Source: https://www.sohu.com/a/459602860_430392
Source: https://ir.TuSimple.com MISSING SOMETHING?
All Financial Investors Were Deleted in The Most Recent Investor Presentation.
Perhaps in Attempt to Cover Up VectolQ’s Engagement.
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August 10th, 2021
R E P O R T S

Behind Nikola
While US public investors seem to be largely unaware of the shady background of TSP’s key backers,
regulators and even bankers seem to have been concerned about TSP from the very beginning. The SEC
has exchanged some of the most revealing correspondences with the company that we have ever seen,
which yield insights that we explain in this report.
In addition, it was reported that even prospective underwriter Goldman Sachs regarded TuSimple as too
risky and suggest a SPAC to go public. Shortly after, Goldman Sachs was replaced and other banks were
selected as TSP’s IPO underwriters.
“图森于去年 6 月启动上市时，被投行高盛评估为高风险，只能以 SPAC （Special Purpose

Acquisition Company，特殊目的收购公司）形式上市。”
--- Tencent News
Translation:
“When TuSimple attempted to go public in June of last year, it was rated as high risk by Goldman
Saches, and had to go public via a SPAC”
--- Tencent News
Numerous Comment Letters from SEC; Even Bankers Walked Away

From Underwriting Fees Due to Risks.
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August 10th, 2021
R E P O R T S
The Two Founders of the Company, Mr. Mo Chen and Mr.

Xiaodi Hou, Seem Completely Ill-equipped
Nobody would disagree that a technology company’s long-term success highly depends on its found-
er(s), and TSP is not an exception. After all, TSP’s autonomous truck driving business competes with
big-pocket players such as Gooogle’s Waymo or Aurora which was invested by Amazon. Based on our
research on the background of TSP’s two founders, we believe the market might be too optimistic about
their capability to make this whole thing work.
This is how the company introduces its Executive Chairman in the prospectus:
“Mo Chen is our co-founder and has served as our executive chairman since September 2020 and as a
member of our Board of Directors since our inception in 2015. Mr. Chen served as our chief executive officer
from our inception in 2015 to September 2020. Prior to founding our company, Mr. Chen served as founder
and chief executive officer at Deep Blue Brothers, an online gaming platform. Prior to that, he served as
founder of startups in the fields of traditional and online advertising and used car online marketplace.
He has more than 12 years of entrepreneurship and management experience. We believe that Mr. Chen
should serve as a member of our Board of Directors because he is experienced in founding, leading and
managing technology companies.” --- TSP Prospectus
It seems that Mr. Chen is a serial entrepreneur that has founded multiple companies. However, a
deeper look into these companies does not convince us that Mr. Chen has enough technology back-
ground and successful experience to make the company become the first to solve the L4 autonomous
truck driving issue.
Online Gaming, Advertising and Used Car Business Owner to Solve L4 Truck
Driving? Color Us Skeptical.
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August 10th, 2021
R E P O R T S

We believe the screenshot below is Mr. Chen’s official Weibo account (like Twitter in the U.S.). The
account seems to have been verified by Weibo (similar to the verified Blue account on Twitter). Based on
this account’s description, Mr. Chen is Deep Blue Brothers’ CEO and a professional Texas Hold’em
player.
Source: Weibo
There are four previous positions listed on Mr. Chen’s LinkedIn profile. TSP’s experience is not shown,
probably due to lack of updating. We tried to look deeper into these 4 companies and we found that Mr.
Chen’s previous experience is far from tech-intensive and generally lackluster.
Image Recognition Company
Deep Blue Brothers, Online Gaming
Second Hand Car Online Market, Bankrupt

Due to Funding Pullout
Online Advertisement Firm
Source: LinkedIn
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August 10th, 2021
R E P O R T S

Company 1: Cogtu（北京知图科技有限责任公司）
Cogtu is a company established by Mo Chen and Xiaodi Hou in 2014. Based on its introduction, Cogtu is
an image recognition technology company that is used to help increase advisement efficiency. The
picture below shows that Mo Chen and Xiaodi Hou are joint founders for Cogtu.
Xiaodi Hou
Mo Chen
However, this company has been de-registered on August 5, 2018. The reason for the de-registration is
because it decided to dissolve.
De-Registered
Source: Qichacha
There is very little footprint of the company on the internet. But from what we found, it appears that the
company was just a glorified advertisement company. While the idea and business description might
sound impressive, this failed venture can hardly be considered a success in our opinion. In fact, it was so
short-lived that the company was only active for less than a year. On their official WeChat page, we see
activities beginning and ending in July 2015.
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August 10th, 2021
R E P O R T S

The picture on the left shows the most recent activity posted by Cogtu’s official Wechat website, a
movie recommendation dating back to July 24th, 2015.
The picture on the right shows the earliest activity posted by Cogtu’s official Wechat website, an
announcement that the CEO became one of the 100 most creative entrepreneurs in China.
In total, the platform posted 10 times in merely 23 days before what appears like an abrupt stop to all
activities. Of the 10 posts, most are PR related advertisements that “hint” at general AI development,
with very little information about the company itself.
TSP Executive Chairman’s Longest Experience Was in

a Short-Lived “Glorified” Advertisement Firm.
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August 10th, 2021
R E P O R T S

Company 2: Deep Blue Brothers (北京深蓝兄弟网络科技有限公司)
Source: Qichacha
According to Mo Chen’s own LinkedIn description, Deep Blue Brothers was the second biggest board&-
card web gaming platform and was successfully sold. We can see from Qichacha that Mo Chen acted as
Deep Blue Brothers’ Chairman on October 16, 2014. In an interview conducted this year, Mr. Chen told
the reporter that he made tens of millions of RMB by selling this company to Sina Investment.
“这之后我去了上海做二手车交易网站，做失败了，又回到北京，开始做游戏，认识了新浪投
资的刘运利。那会儿页游刚起来，他说你要不要做游戏公司，我觉得可以试试，他就投了 500
万。后来流量红利没有了，我觉得我们公司肯定做不大，就卖了。最后也没赚多少钱，赚了几
千万。真正留下来的还是大厂，网易、腾讯。”
Translation:
“After that, I went to Shanghai to start a second-hand car trading website. After failing to do it, I returned
to Beijing and started playing games. I met Liu Yunli from Sina. He asked me whether I wanted to build a
gaming company, I thought I could try it, so he invested 5 million. Later, the traffic dividends disap-
peared. I thought the company cannot grow in size, so we sold it. In the end, it didn't make much money,
only tens of millions of RMB. The ones who really survived are still the big factories, NetEase and
Tencent.” --- Mo Chen
We Question How Poker Experience or Running a Gaming Company Helps With

Autonomous Driving.
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August 10th, 2021
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Company 3: Shanghai Cheguo Wang (上海腾源车国二手车经纪有限公司)
It appears the company Shanghai Cheguo Wang on Mo Chen’s LinkedIn profile might be called Shang-
hai Tengyuan Cheguo Secondhand Agency ltd. It was established in June 2008, with Mo Chen as a 50%
shareholder.
According to Qichacha, the company’s business operation license was suspended by the local authority.
However, according to Mo Chen’s description, the company was terminated because investors withdrew
their investments. Either way it does not seem like a successful outcome to us.
Source: Qichacha
The Only Automobile Related Experience Was a Bankrupt Venture of a

Secondhand Car Online Marketplace.
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August 10th, 2021
R E P O R T S

Company 4: Beijing Cangqiong (北京苍穹广告有限责任公司)
Beijing Cangqiong is an advertisement company which was established in 2005. According to the
interview that Mo Chen did with the reporter, this company was sold to another advertisement compa-
ny which was later acquired by Focus Media.
“我 20 岁时回国，做过传统广告。当时我和几个小伙伴猜可能行业要做整合，要买这些小的广告公司。我们
做了一个广告公司，卖给了框架，后来框架又被分众买了，我们就是其中一个小鱼。”
Translation:
“I returned to China when I was 20 and did traditional advertising. At that time, a few small partners and I guessed that the
industry might want to integrate and buy these small advertising companies. We set up an advertising company and sold it
to the framework, and then the framework was bought by Focus Media. We are one of the small fish.“ --- Mo Chen
According to Qichacha, Beijing Cangqiong’s business operation license has also been suspended.
Source: Qichacha
Mo Chen’s previous entrepreneurial experience range from traditional advertisement, secondhand auto
transaction, online gaming, to advanced online advertisement. His track record is littered with failed
ventures. Our research also indicates that he completely lacks the technical understanding to be in a
leadership position of a team that is supposed to solve the L4 autonomous truck driving problem.
Another Advertisement Company; Seems Like Executive Chairman’s

Experience Is Littered With Failed And Unrelated Ventures.
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August 10th, 2021
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Xiaodi Hou - Co-founder and CTO – Is the Technology De-

partment Headed by a Hero or a Zero?
The description of TSP’s Chief Technology Officer and Co-Founder reads as follows.
“Xiaodi Hou is our co-founder and has served as our chief technology officer and a member of our Board
of Directors since our inception in 2015. Mr. Hou has more than ten years of research and development
experience in computer vision and machine learning and is responsible for our new technology and
advanced product development. Mr. Hou currently holds 13 patents in the field of autonomous vehicles.
In the field of computer vision, Mr. Hou has developed leading theories in computational models for
visual saliency. Prior to founding our company, Mr. Hou served as co-founder and chief technology
officer at Cogtu, an image recognition technology company. Mr. Hou also serves as the reviewer of more
than ten major computer vision journals and conferences. He holds a Ph.D. from the California Institute
of Technology and a B.Eng in computer science from Shanghai Jiao Tong University. We believe that Mr.
Hou should serve as a member of our Board of Directors because of his expertise in, and contributions
to, our technologies.”
While Xiaodi Hou certainly seems to be tech-savvy on paper, he lacks in our view any professional
experience that would make him suitable to lead a $7 billion technology company’s key department.
Mr. Hou’s only previous professional experience was the co-founder and CTO at Cogtu. We showed
earlier that this company has been de-registered on August 5, 2018. The reason for the de-registration is
because it is decided to be dissolved.
De-Registered
Source: Qichacha
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August 10th, 2021
R E P O R T S
Xiaodi Hou - Co-founder and CTO – Is the Technology De-

partment Headed by a Hero or a Zero?
Besides Cogtu’s experience, Mr. Hou’s LinkedIn did not show any other professional experience other
than his education at Caltech as Ph.D. and B.Eng at Shanghai Jiao Tong University.
Source: LinkedIn
Mr. Hou’s previous startup experience does not give us a lot of confidence in TSP’s success.
In summary, we believe that both founders lack the track record or experience in this highly competitive
industry.
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August 10th, 2021
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Disclosed Reservations and Relationship with Navistar

are not What It Appears to Be
According to TSP’s prospectus, as of March 23, 2021, the company accepted over 5,700 reservations
from approximately 10 customers. However, about 75% of its reservations were made by customers
who are also TSP’s equity investors. TSP stated that “each reservation requires a $500 per truck depos-
it, however, the deposit requirement has been waived for our equity investors that currently hold
reservations.” This means that not until 2024 would we know whether or not there will be any autono-
mous drivable truck in production in scale. We remain suspicious of these reservations that TSP
discussed in its prospectus, as none of them have led to a purchase agreement yet, 100% of these
reservations could be canceled and deposits are refundable. Think about it, if even your investors don’t
want to purchase your trucks, who will?
“Partnership with Navistar. In July 2020, we announced our formal partnership with Navistar,
one of the world’s largest commercial truck OEMs. ...Through our partnership, we intend to
produce a line of purpose-built L4 autonomous semi-trucks for the North American market at
scale by 2024 in Navistar’s manufacturing facilities. ... Through our first four months of accept-
ing reservations for our purpose-built L4 autonomous semi-truck, we have accepted over 5,700
reservations as of March 23, 2021 from approximately ten customers, each of whom has
significant freight operations. Approximately 75% of our reservations were made by
customers who operate commercial truck fleets and who are also equity investors in our
company...”
“As of June 2021 [...] We have not entered into purchase agreements with any of our customers
that have reserved our purpose-built L4 autonomous semi-trucks.”
Even Nikola Claimed to Have 7,000 Pre-orders WITH DEPOSITS. Compared to

That, ~4,000 Reservations Made by EQUITY PARTNERS without Deposit is
Really Nothing to Tout.
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August 10th, 2021
R E P O R T S

In addition, TSP also wanted to present to investors in its draft registration statement that 5,700 reserva-
tions could potentially translate into approximately $420 million revenues annually with over $2 billion
over an estimated five-year life. This is probably also what TSP told sell-side analysts and investors to
estimate its revenues a few years out. The SEC specifically addressed this issue in one of its letters to
the company. Instead of explaining or convince the SEC of its rationale, TSP DELETED this revenue
estimation part from its registration statement. We believe, if TSP is confident in its revenue estima-
tion based on these 5,700 reservations, it should have kept it in the registration statement and
explained it properly. The fact that the company directly deletes the part from the registration state-
ment after SEC’s inquiry letter makes us highly suspicious of the reservation-based-revenue-growth
story the company has been telling analysts and investors.
Below is part of the correspondence letter between TSP and SEC:
Source: SEC Comment Letters
When The SEC Questioned Their Reservations and Revenue Estimates,

TSP Simply Deleted it.
18
August 10th, 2021
R E P O R T S

For example, before the SEC inquiry letter, on page 16 of the amended registration statement filed on
02/16/2021, the revenue estimates based on these 5,700 reservations are described as below:
“Partnership with Navistar. In July 2020, we announced our formal partnership with Navistar, one of the
world’s largest commercial truck OEMs. Navistar manufactures its trucks under the International and IC
brands...Through our first four months of accepting reservations for our purpose-built L4 autonomous
semi-truck, we have accepted over 5,700 reservations. Assuming each truck drives 210,000 paid miles per
year at an illustrative $0.35 revenue per mile, these truck reservations potentially represent approxi-
mately $420 million revenue per year and over $2 billion over their estimated five-year useful life.”
--- Registration Filed by TSP
“Partnership with Navistar. In July 2020, we announced our formal partnership with Navistar, one of the
world’s largest commercial truck OEMs. Navistar manufactures its trucks under the International and IC
brands... Through our first four months of accepting reservations for our purpose-built L4 autonomous
semi-truck, we have accepted over 5,700 reservations.
Revenue Estimation Gone
We enter into reservation agreements with our customers that allow them to secure a priority position
to order and purchase one of our purpose-built L4 autonomous semi-trucks. Until the customer enters
into a purchase agreement for our purpose-built L4 autonomous semi-truck, which is within the discre-
tion of the customer, the reservation can be canceled and the customer is entitled to a full refund of its
deposit.”
After the SEC inquiry letter, the company filed another amended registration statement on 03/08/2021
and we can see that the revenue estimation part based on the 5,700 reservations has been deleted.
Furthermore, it also added that the reservations can be canceled and the customer is entitled to a full
refund of its deposit.
Why Delete Revenue Estimates When You Could Clarify It?

Or Could You?
19
August 10th, 2021
R E P O R T S

In addition, the company’s reservation disclosure on the graphics at the forefront of the registration
statement was also required by SEC to be amended to more accurately reflect the attributes of these
reservations.
“12. Please revise the graphics at the forefront of the registration statement to accurately depict
the company’s truck reservations. Specifically, we note that you include a metric for 5,700+
purpose-built fully autonomous trucks reserved in first four months. Please revise this graphic in
light of your disclosure in the registration statement that your reservations are only to secure a
priority position to order and purchase a truck and that reservations may never result in actual
purchase agreements. Refer to Securities Act Forms C&DI 101.02.
RESPONSE TO COMMENT 12: The Company acknowledges the Staff’s comment and has updated
the referenced graphic at the forefront of the Registration Statement to clarify that reservations
may not result in the execution of actual purchase agreements.”
Before Amend After Amend
The added verbiage after the amendment is as follows:
“(1) Reservations allow a customer to secure a prior position to order and purchase one of our
purpose-built L4 autonomous semi-trucks when they are available. Reservations can be canceled by the
customer at any time and consequently reservations may not result in a completed sale.”
We encourage investors to be more cautious on the reservation numbers that TSP has been disclosing,
because those reservations are cancelable at any time, and only require $500 which is refundable. And
investors should also be very cautious about the revenue projection that either TSP or sell-side analysts
give based on TSP’s disclosed reservation numbers. In the next section, we will discuss in more detail
the relationship between TSP and Navistar. We believe the relationship between Navistar and TSP is not
what it appears to be.
20
August 10th, 2021
R E P O R T S

According to the company’s disclosure, Navistar reached a partnership with TSP and Navistar is also
TSP’s shareholder. The relationship between Navistar and TSP was a selling point during TSP’s IPO and
business promotion. However, there are several points we want to illustrate regarding this relationship
that we believe are not fully understood by the market.
First of all, we find the information regarding the mass-produced Level 4 autonomous class 8 trucks
listed on TSP’s website somewhat misleading. For example, on its “Product” page, it says “The industry’s
first mass-produced Level 4 autonomous class 8 trucks” with a picture of a truck with TuSimple logo on
it right below this sentence.
For people that are not familiar with the company, one would think TSP already has the mass-produced
autonomous class 8 trucks on the operation. However, if we click the “+” button on the down right
corner, we would find that:
“Together with Navistar we’re bringing the industry’s first mass produced L4
autonomous class 8 trucks to the North American market in 2024. These vehicles
will be factory produced and come with warranties backed by the one of the
largest sales and service networks available.”
Source: https://www.TuSimple.com/product/
So it’s not until 2024 TSP and Navistar are planning to bring mass-produced autonomous trucks to the
market. But the verbiage on its website gives people the impression that the company has already
mass-produced autonomous trucks under operations.
21
August 10th, 2021
R E P O R T S
Disclosed Reservations and Relationship with Navistar are

not What It Appears to Be
Secondly, investors should know that Navistar is not a customer of TSP. Based on our understanding,
Navistar is an OEM that TSP partnered with and if any clients want to place Level 4 autonomous truck
orders to Navistar, Navistar will produce those trucks and those clients will pay for those trucks. After
those clients obtained the autonomous trucks, they would probably use TSP’s solution to transport
freight, and via which TSP would be able to collect fees (in terms of xx$ per mile) by providing the
autonomous truck driving solution to these clients.
In correspondence between TSP and the SEC where the SEC asked TSP to provide more color on the
Navistar and Traton agreements, TSP stated that “Navistar is not a customer”, rather “Under the arrange-
ment, the Company will reimburse Navistar up to $10.0 million for expenses incurred.” So TSP is not
collecting any money from this Navistar partnership for the foreseeable future. Instead, TSP is paying up
to $10 million for the expenses incurred during this partnership. We are scratching our head when we
see the explanation from TSP on the Navistar Agreement, why this was not discussed on its prospectus
as well as in its investor presentation. However, for the Traton Agreement, there is no reimbursement
from TSP to Traton, as “Each party is responsible for funding its development costs and no payments are
made from one party to another for development activities performed”.
“11. Please provide us with an analysis of the specific guidance applied or analogized to in
accounting for your joint development agreements with Navistar and Traton. Clarify how you
considered Traton and Navistar’s intentions to enter into future arrangements upon comple-
tion of development in your analysis.”
It Sounds Like TSP is Not Making any Money from the Navistar
Relationship Anytime Soon But Are Paying Instead.
If TSP’s technology and products are so good that Navistar wants to form a partnership with TSP, why
does TSP need to pay up to $10 million in reimbursements to Navistar for this agreement? This makes us
highly suspicious of TSP’s leading position in this industry as claimed by the company.
Considering those cancelable and refundable reservations and the real nature of the Navistar relation-
ship, we believe that TSP is just selling an autonomous truck driving dream to the investor. After all it is
hard to prove them wrong now, as the mass production of those trucks will not be implemented until
2024, which is 3 years away.
This makes us wonder if Navistar might have purposefully supported TSP in misrepresenting the com-
pany to investors. After all, Navistar made significant pre-orders, and is the key supporter or TSP's entire
on the road testing program: Without these two things we doubt TSP could have been brought public.
It is worthwhile noting that Navistar exercised its options to buy TSP shares at $14.14 per share in March
2021, right before the IPO. We estimate Navistar has profited so far from their investment in TSP to the
tune of $200M.
22
August 10th, 2021
R E P O R T S
U.S. & China National Security Concerns Could Strangle

TSP’s Business in Both Countries
It was widely reported recently that the Chinese government was furious about DIDI’s IPO in the U.S.
stock market, and one of the main reasons is DIDI’s massive data collection through its ride-sharing
business in China. The Chinese government is concerned that once DIDI goes public in the U.S., it might
be under pressure to hand sensitive data to the U.S. regulators, which might cause a national security
risk for the Chinese government. The actions that the Chinese government took against DIDI were very
severe, including removing its main app as well as another 25 DIDI-related apps from various App stores
in China. This incident happened in the context of worsening tensions between U.S. and China over
trade and security concerns, and we do not see this kind of tension ease anytime soon.
As one of the leading autonomous vehicle companies claimed by the company, TSP is under heavy
scrutiny by regulators both in China and in the U.S. In the autonomous truck driving industry, the U.S. is
estimated to be the biggest market and China has the second-largest market. Currently, TSP’s supposed
pre-orders are from U.S. partners, and the company indicates that it wants to concentrate on the US
market. Therefore, TSP has undertaken certain measures to appear more like an American company. For
example, in September 2020, TSP obtained 100% ownership in two subsidiaries Beijing Tusen Weilai and
Shanghai Tusen Weilai in China and, as a result, the VIE structure has been dissolved. In February 2021,
the company changed its jurisdiction of incorporation from the Cayman Islands to the State of Dela-
ware. However, we do not believe these measures are enough to ease U.S. regulators’ concerns on data
security issues among other things. U.S. regulators have already started looking into TSP’s early
investor, Sun Dream Inc which is an affiliate Sina Corporations, which we believe is a China-relat-
ed company.
“On March 1, 2021, the CFIUS Staff Chairperson, acting at the direction of the Committee, request-
ed that we file a written notice regarding the 2017 purchase of shares of our Series B redeemable
convertible preferred stock by Sun Dream Inc (“Investor”), an affiliate of Sina Corporation (the
“Investment”). Following the acceptance of the filing of our joint notice, CFIUS will have 45 days to
conduct a review of the Investment, after which CFIUS could (i) conclude that the Investment is not
a covered transaction subject to CFIUS jurisdiction, (ii) clear the Investment by concluding that the
Investment presents no unresolved national security concerns, or (iii) initiate a 45-day investiga-
tion of the Investment. At the conclusion of the investigation period, CFIUS may clear the Invest-
ment or, as a condition to clearing the Investment, require the parties to enter into an agreement
to mitigate any unresolved national security concerns. Such a mitigation agreement could, among
other things, restrict Investor’s governance rights. In addition, if the President concludes that the
Investment threatens to impair the national security of the United States, the President may order
that Investor divest its interest in our shares. Any restrictions implemented by CFIUS, or the threat of
any such action, may adversely impact the market for our Class A common stock. We can provide
no assurance regarding the resolution of the CFIUS process.”
Despite TSP’s Attempt to Appear More American, We Still See

National Security Concerns and China Regulatory Uncertainty as
Major Headwinds Not Yet Priced in by the Market.
23
August 10th, 2021
R E P O R T S

Coincidentally, in TSP’s IPO, Sun Dream unloaded 6.76M shares concurrently with TSP’s 27M new shares
issuance at a price of $40 per share. We believe Sun Dream might look to sell more shares once the
lockup expires, which could cause bigger selling pressure to the stock in the future.
% of Total
Vo�ng Number % of Total
Power of Share Vo�ng
Shares Beneficially Owned Prior to IPO and Before IPO being A�er IPO
PIPE and PIPE Sold Shares Beneficially Owned A�er IPO and PIPE and PIPE
Class A Class B Class A Class B
Name of Beneficial Owner
Shares % Shares % Shares % Shares %
Directors and named Execu�ve Officers:
Mo Chen 14,367,314 9.00% 12,000,000 50% 33.60% - 14,367,314 7.60% 12,000,000 50% 31.40%
Xiaodi Hou 13,367,314 8.30% 12,000,000 50% 33.30% - 13,367,314 7.10% 12,000,000 50% 31.10%
Cheng Lu 2,745,000 1.70% - - - - 2,745,000 1.50% - - -
Patrick Dillon - - - - - - - - - - -
James Mullen - - - - - - - - - - -
Brad Buss 347,303 ** - - - - 347,303 ** - - -
Charles Chao 31,433,464 19.60% - - 7.90% - 24,676,708 13.10% - - 5.80%
Karen Francis 104,420 ** - - - - 104,420 ** - - -
Bonnie Yi Zhang - - - - - - - - - - -
All Execu�ve Officers and Directors as a
Group (9 persons) 62,364,815 38.70% 24,000,000 100% 88.60% - 55,608,059 29.40% 24,000,000 100% 79.70%
Principal and Selling Stockholders:
Sun Dream Inc 31,433,464 19.60% - - 7.90% 6,756,756 24,676,708 13.10% - - 5.80%
Composite Capital Master Fund LP 11,444,365 7.10% - - 2.90% - 11,444,365 6.10% - - 2.70%
Navistar, Inc 10,217,846 6.40% - - 2.60% - 10,217,846 5.40% - - 2.40%
TSP is in a dilemma because judging by its jurisdiction, it is within the United States and subject to
U.S. law and regulation. However, its major investor is a Chinese company and the company’s 62.5%
voting power is in the hands of its two co-founders, Mo Chen and Xiaodi Hou.
Therefore, TSP could find itself in a position where neither China nor the US is keen to work with them.
We highly doubt that U.S. regulators would give TSP an easy time especially in a sensitive area such as
autonomous trucking driving, given its strong China links. On the other hand, the Chinese govern-
ment would also be very cautious to work with TSP because legally speaking TSP is a U.S. company
and is obliged to submit data for regulator’s review if requested. We think it is almost certain the
Chinese government would not let TSP become one of the dominant players in the autonomous truck
driving industry in China.
“Note 12 Variable Interest Entities, page F-28
8. We note that in September 2020 you obtained 100% of the equity interests in each of your variable
interest entities. Please explain to us the facts and circumstances that lead to the dissolution of your VIE
structure including any changes in PRC regulations that may have prompted this change.
RESPONSE TO COMMENT 8: The Company believes that for its business there are no restrictions on
foreign investment under the applicable laws of the PRC that currently make a VIE structure necessary
or advisable for the Company or its shareholders. The dissolution was not prompted by a change in PRC
regulations or other applicable law. After determining the structure to be unnecessary in light of its
business, the Company and its shareholders elected to dissolve the VIE structure to directly hold the
interests in the PRC subsidiaries instead of consolidation through contractual arrangements.”
24
August 10th, 2021
R E P O R T S

In addition, we can also see from TSP’s website history via Wayback Machine that TSP tries to disasso-
ciate itself from China. We think this seems disingenuous and will not trick regulators.
For example, on February 11, 2021, TSP’s website was available in English and Chinese. Below are those
two versions of websites on that day on Wayback Machine. We can see from the up-right, there are two
choices for both “Chinese” and “English” for the website.
Source: https://web.archive.org/web/ Source: https://web.archive.org/web/
If we go to TSP’s current website, there is no Chinese language option anymore. We do not know when
exactly this feature was changed, but it appears the last time Wayback Machine has its Chinese version
of website is the February 11, 2021 version. Be reminded that TSP filed its IPO registration statement on
March 23, 2021. It almost seems as if the company tried to hide their Chinese connections from
investors.
We also find it curious that Mo Chen, the company’s co-founder and chairman of the board, who
also previously served as CEO, is not listed in the Leadership category on TSP’s current website.
The company Obviously Tries to Avoid Connections with China:

- Removed Chinese Language Version of Website.
- Chairman is Not Listed on Leadership Page.
- Removed VIE Structure and Moved Incorporation to Delaware.
25
August 10th, 2021
R E P O R T S
An Ocean of Issues, Dishonesties, and Outright Lies

According to its prospectus, TSP has a material weakness in its internal control over financial reporting.
The material weakness is mainly related to the lack of appropriately designed and implemented
controls over the review and approval of manual journal entries which include consolidation entries, as
well as the related supporting journal entry calculations. This means that employees could enter any
numbers and the company has no way of controlling it, neither do the auditors. This does not give us a
lot of confidence.
“Internal Control over Financial Reporting
Prior to this offering, we have been a private company with limited accounting personnel and
other resources with which to address our internal control and procedures over financial report-
ing. In the course of auditing our consolidated financial statements included elsewhere in this
prospectus, we and our independent registered public accounting firm identified a material
weakness in our internal control over financial reporting related to our financial statement
closing process, primarily related to a lack of appropriately designed and implemented controls
over the review and approval of manual journal entries (including consolidation entries) and the
related supporting journal entry calculations. As defined in the standards established by the U.S.
Public Company Accounting Oversight Board, a “material weakness” is a deficiency, or a combi-
nation of deficiencies, in internal control over financial reporting, such that there is a reasonable
possibility that a material misstatement of our company’s annual or interim consolidated
financial statements will not be prevented or detected on a timely basis.”
We Are Simply Not Comfortable with A Multi-Billion Company

that Cannot Even Correctly Handle Journal Ledgers.
26
August 10th, 2021
R E P O R T S
An Ocean of Issues, Dishonesties, and Outright Lies

In addition, it was reported that TSP’s General Manager, Jiancong Xue, resigned end of June 2021, which
is only 2 months after TSP went public in the U.S. stock market. We take this kind of swift management
change shortly after IPO as a red flag that investors should pay attention to.
Source: https://ir.TuSimple.com/corporate-governance/leadership
If the Company Wanted to Do Business in China, why Hide

TSP’s Chinese Origin by Deleting Chinese Version, Hiding
Chairman & Co-Founder Involvement?
27
August 10th, 2021
R E P O R T S
Claims of Unique Proprietary Technology Seem Vastly

Exaggerated
TSP has made many product claims that fall apart under scrutiny. The company portrays itself as the
leader in the autonomous trucking and trucking industry. The company’s investor presentation is rich
with very general product claims and buzzwords, but lacks concrete information that would allow an
investor to evaluate the technology involved.
Source: Investor Presentation

(In picture description: Buzz words like “AI magic”, “big data”, and “Sweet-Spot” without any concrete
back up explanation make us generally suspicious).
We looked more into the few concrete technology related claims TSP makes. According to our research,
nothing what TSP is doing is particularly unique, or hard to replicate for any competitor. The company
seems to try to differentiate with its camera centric architecture. The proprietary AI magic the company
claims is hard to evaluate from the outside.
Source: Investor Presentation
Nothing Instills More Confidence Than Calling Your Technology Magic!
28
August 10th, 2021
R E P O R T S
Claims of Unique Proprietary Technology Seem Vastly

Exaggerated
In September 2018, TSP announced that it built the “safest” Self-Driving Truck with 1,000 Meter Percep-
tion Range. On its official Youtube Channel, it uploaded a video illustrating the 1000-meter perception
breakthrough.
Source: TSP Youtube Channel
It appears to us that the so-called 1000 meter perception range is simply realized with both LIDAR and
Short Range & Long Range Cameras. However, it appears that TSP is simply realizing this via LiDAR
solutions provided by third parties such as AEye, who currently has LiDAR sensors with range of 1,000
meters. We hardly believe the pay to use solution is proprietary, nor exclusive.
Nothing would stop any competitor from simply installing additional HD cameras on a vehicle. The
company has shown us nothing to date that makes it seem in any way unique or proprietary from a
technology perspective.
Sell side analysts seem to be focused on the driver-out program the company plans to accomplish by
Q4 2021. While we expect an investor focused show, we believe real technological progress will be
minor and the challenges of L4 autonomous truck driving will be solved by others than TSP.
We want to caution investors to not get too excited about the test miles travelled that the company
likes to tout. These miles consist of test driving off the street, and mileage driven by normal trucks that
were retrofitted with cameras to gather data. These test miles are enabled by the equity investors who
are making hundreds of millions off TSP's successful go public process. We believe investors should be
extremely cautious.
29
August 10th, 2021
R E P O R T S
Conclusion on TuSimple Holdings Inc

We believe TSP is nothing but smoke and mirrors and not the company that will solve L4 autonomous
truck driving. We believe the company has notoriously engaged in deception, trying to hide among
other things that key investors were in fact also backers of recently regraced Nikola.
The order book that the company touts is non-binding, and in fact TSP even pays monies to the partners
for development. The company seems to try to hide their Chinese identity, and the straddle position
that it finds itself in between Chinese and US regulators.
We believe neither government is keen to engage with TSP. The key founders have a less than impres-
sive track record that makes them seem utterly unsuited for the job.
What investors are left with is a lot of fancy buzz words, ambitious projections, and the soon to come
realization that TSP is the latest IPO that is not all what it claimed to be.
We believe the stock has over 50% downside potential from current prices in the short to medium term.
30
August 10th, 2021
R E P O R T S
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August 10th, 2021

Research Report on TuSimple Holdings Inc (NASDAQ: TSP)

L4 Autonomous Truck Driving will not be so simple for

ambitious autonomous driving technology company, but we 40

believe the company has systematically lied and misrepresent- 35

- TSP’s founders Mo Chen and Xiaodi Hou have a history

Grizzly Research makes no representation, express or implied, as to the accuracy, timeliness, or

Research Report on TuSimple Holdings Inc (NASDAQ: TSP)

TuSimple Holdings – Brought to You by the Key People

Deal #10: Later Stage VC (Series E), $350M, Completed; 25-Nov-2020

Research Report on TuSimple Holdings Inc (NASDAQ: TSP)

TuSimple Holdings – Brought to You by the Key People

Research Report on TuSimple Holdings Inc (NASDAQ: TSP)

TuSimple Holdings – Brought to You by the Key People

In 2020, Nikola Acquisition Completed.

Stephen Girsky? Care to Explain?

Research Report on TuSimple Holdings Inc (NASDAQ: TSP)

TuSimple Holdings – Brought to You by the Key People

Source: https://ir.TuSimple.com MISSING SOMETHING?

Research Report on TuSimple Holdings Inc (NASDAQ: TSP)

TuSimple Holdings – Brought to You by the Key People

“图森于去年 6 月启动上市时，被投行高盛评估为高风险，只能以 SPAC （Special Purpose

Numerous Comment Letters from SEC; Even Bankers Walked Away

Research Report on TuSimple Holdings Inc (NASDAQ: TSP)

The Two Founders of the Company, Mr. Mo Chen and Mr.

Research Report on TuSimple Holdings Inc (NASDAQ: TSP)

The Two Founders of the Company, Mr. Mo Chen and Mr.

Image Recognition Company

Deep Blue Brothers, Online Gaming

Second Hand Car Online Market, Bankrupt

Online Advertisement Firm

Research Report on TuSimple Holdings Inc (NASDAQ: TSP)

The Two Founders of the Company, Mr. Mo Chen and Mr.

Research Report on TuSimple Holdings Inc (NASDAQ: TSP)

The Two Founders of the Company, Mr. Mo Chen and Mr.

TSP Executive Chairman’s Longest Experience Was in

Research Report on TuSimple Holdings Inc (NASDAQ: TSP)

The Two Founders of the Company, Mr. Mo Chen and Mr.

We Question How Poker Experience or Running a Gaming Company Helps With

Research Report on TuSimple Holdings Inc (NASDAQ: TSP)

The Two Founders of the Company, Mr. Mo Chen and Mr.

The Only Automobile Related Experience Was a Bankrupt Venture of a

Research Report on TuSimple Holdings Inc (NASDAQ: TSP)

The Two Founders of the Company, Mr. Mo Chen and Mr.

Another Advertisement Company; Seems Like Executive Chairman’s

Research Report on TuSimple Holdings Inc (NASDAQ: TSP)

Xiaodi Hou - Co-founder and CTO – Is the Technology De-

Research Report on TuSimple Holdings Inc (NASDAQ: TSP)

Xiaodi Hou - Co-founder and CTO – Is the Technology De-

Research Report on TuSimple Holdings Inc (NASDAQ: TSP)

Disclosed Reservations and Relationship with Navistar

Even Nikola Claimed to Have 7,000 Pre-orders WITH DEPOSITS. Compared to

Research Report on TuSimple Holdings Inc (NASDAQ: TSP)

Disclosed Reservations and Relationship with Navistar

Below is part of the correspondence letter between TSP and SEC:

Source: SEC Comment Letters

When The SEC Questioned Their Reservations and Revenue Estimates,

Research Report on TuSimple Holdings Inc (NASDAQ: TSP)

Disclosed Reservations and Relationship with Navistar

Revenue Estimation Gone