SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

SCHEDULE 13G

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*

 

TuSimple Holdings Inc.
(Name of Issuer)

 

Class A common stock, par value $0.0001 per share
(Title of Class of Securities)

 

90089L108
(CUSIP Number)

 

December 31, 2021
(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨ Rule 13d-1(b)

 

¨ Rule 13d-1(c)

 

x 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.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

CUSIP No.: 90089L108 Pages 2 of 11

 

1 Name of Reporting Persons
SUN DREAM INC

2

 

 

Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨
3 SEC Use Only
4 Citizenship or Place of Organization
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
5 Sole Voting Power
24,676,708. See Item 4.
 
6 Shared Voting Power
0
 
7 Sole Dispositive Power
24,676,708. See Item 4.
 
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
24,676,708. See Item 4.
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ¨
11 Percent of Class Represented by Amount in Row (9)
13.1%. See Item 4.
12 Type of Reporting Person
CO
         

 

2

 

 

CUSIP No.: 90089L108 Pages 3 of 11

 

1 Name of Reporting Persons
Sina Corporation

2

 

 

Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨
3 SEC Use Only
4 Citizenship or Place of Organization
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
5 Sole Voting Power
24,676,708. See Item 4.
 
6 Shared Voting Power
0
 
7 Sole Dispositive Power
24,676,708. See Item 4.
 
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
24,676,708. See Item 4.
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ¨
11 Percent of Class Represented by Amount in Row (9)
13.1%. See Item 4.
12 Type of Reporting Person
CO
         

 

3

 

 

CUSIP No.: 90089L108 Pages 4 of 11

 

1 Name of Reporting Persons
Sina Group Holding Company Limited

2

 

 

Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨
3 SEC Use Only
4 Citizenship or Place of Organization
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
5 Sole Voting Power
24,676,708. See Item 4.
 
6 Shared Voting Power
0
 
7 Sole Dispositive Power
24,676,708. See Item 4.
 
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
24,676,708. See Item 4.
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ¨
11 Percent of Class Represented by Amount in Row (9)
13.1%. See Item 4.
12 Type of Reporting Person
CO
         

 

4

 

 

CUSIP No.: 90089L108 Pages 5 of 11

 

1 Name of Reporting Persons
New Wave MMXV Limited

2

 

 

Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨
3 SEC Use Only
4 Citizenship or Place of Organization
British Virgin Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
5 Sole Voting Power
24,676,708. See Item 4.
 
6 Shared Voting Power
0
 
7 Sole Dispositive Power
24,676,708. See Item 4.
 
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
24,676,708. See Item 4.
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ¨
11 Percent of Class Represented by Amount in Row (9)
13.1%. See Item 4.
12 Type of Reporting Person
CO
         

 

5

 

 

CUSIP No.: 90089L108 Pages 6 of 11

 

1 Name of Reporting Persons
Charles Guowei Chao

2

 

 

Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨
3 SEC Use Only
4 Citizenship or Place of Organization
Hong Kong, China
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
5 Sole Voting Power
24,676,708. See Item 4.
 
6 Shared Voting Power
0
 
7 Sole Dispositive Power
24,676,708. See Item 4.
 
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
24,676,708. See Item 4.
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ¨
11 Percent of Class Represented by Amount in Row (9)
13.1%. See Item 4.
12 Type of Reporting Person
IN
         

 

6

 

 

CUSIP No.: 90089L108 Pages 7 of 11

 

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, CA 92122

   
Item 2(a). Name of Person Filing:
SUN DREAM INC, Sina Corporation, Sina Group Holding Company Limited, New Wave MMXV Limited, and Charles Guowei Chao (collectively, the “Reporting Persons”)
   
Item 2(b). Address or Principal Business Office or, if none, Residence:
No. 8 SINA Plaza, Courtyard 10, the West
Xibeiwang E. Road
Haidian District, Beijing 100193
People’s Republic of China
   
Item 2(c)

Citizenship:
SUN DREAM INC. is a Cayman Islands company.
Sina Corporation is a Cayman Islands company.

Sina Group Holding Company Limited is a Cayman Islands company.

New Wave MMXV Limited is a British Virgin Islands company.
Charles Guowei Chao is a citizen of Hong Kong, China.

   
Item 2(d). Title of Class of Securities:
Class A common stock, par value $0.0001 per share  
   
Item 2(e). CUSIP No.:
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

 

7

 

 

CUSIP No.: 90089L108 Pages 8 of 11

 

Item 4. Ownership:

 

Reporting Person:
SUN DREAM INC
Sina Corporation
Sina Group Holding Company Limited
New Wave MMXV Limited
Charles Guowei Chao
  Class A
ordinary
shares
 
(a) Amount beneficially owned     24,676,708 *
(b) Percent of class:     13.1 %**
(c) Number of shares as to which the person has:        
(i) Sole power to vote or to direct the vote     24,676,708 *
(ii) Shared power to vote or to direct the vote     0  
(iii) Sole power to dispose or to direct the disposition of     24,676,708 *
(iv) Shared power to dispose or to direct the disposition of     0  

 

* Represents 24,676,708 Class A common stock held by SUN DREAM INC, a Cayman Islands company wholly owned by Sina Corporation (or “SINA”). On March 22, 2021, New Wave Mergersub Limited (a wholly owned subsidiary of Sina Group Holding Company Limited, formerly known as New Wave Holdings Limited) merged with and into SINA, with SINA continuing as the surviving company. As a result of this merger, SINA became a wholly owned subsidiary of Sina Group Holding Company Limited, which is a wholly owned subsidiary of New Wave MMXV Limited (“New Wave” ), a business company incorporated in the British Virgin Islands and controlled by Mr. Charles Guowei Chao. As of the date of this filing, New Wave was owned as to 61.2% by Mr. Charles Guowei Chao, 30.0% by Mr. Yunli Liu and the remaining shares were held by other senior management members of SINA, including Ms. Hong Du, Mr. Gaofei Wang and Ms. Bonnie Yi Zhang, each of whom held less than 5% of the total share capital of New Wave. All the voting shares in New Wave were held by Mr. Charles Guowei Chao, and the rest were all non-voting shares.

 

** The percentages of beneficial ownership set forth herein are calculated based on 189,026,565 shares of Class A common stock outstanding as of October 31, 2021, as reported by the Issuer in its quarterly report on Form 10-Q for the quarterly period ended September 30, 2021 filed with the Securities and Exchange Commission on November 4, 2021.

 

8

 

 

CUSIP No.: 90089L108 Pages 9 of 11

 

Item 5. Ownership of Five Percent or Less of a Class:
   
  Not applicable
 
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
   
  Not applicable
 
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Controlling Person:
   
  Not applicable
 
Item 8. Identification and Classification of Members of the Group:
   
  Not applicable
 
Item 9. Notice of Dissolution of Group:
   
  Not applicable
 
Item 10. Certifications:
   
  Not applicable

 

9

 

 

CUSIP No.: 90089L108 Pages 10 of 11

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2022

 

 

SUN DREAM INC

     
  By:  /s/ Charles Guowei Chao
  Name: Charles Guowei Chao
  Title: Sole Director

 

   

Sina Corporation

     
     
  By:  /s/ Bonnie Yi Zhang
  Name: Bonnie Yi Zhang
  Title: Chief Financial Officer

 

   

Sina Group Holding Company Limited

     
     
  By:  /s/ Charles Guowei Chao
  Name: Charles Guowei Chao
  Title: Sole Director

 

   

New Wave MMXV Limited

     
     
  By:  /s/ Charles Guowei Chao
  Name: Charles Guowei Chao
  Title: Sole Director

 

   

Charles Guowei Chao

   
    /s/ Charles Guowei Chao

 

[Signature Page to Schedule 13G]

 

 

 

 

CUSIP No.: 90089L108 Pages 11 of 11
   

 

LIST OF EXHIBITS

 

Exhibit No.   Description
     
A   Joint Filing Agreement

 

 

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