Steel Partners and Camac Partners Send Letter to TuSimple Proposing to Acquire Company for $0.46 per Share in Cash

Proposal Reflects a 100% Premium to TuSimple’s Share Price as of Nov. 26^th

Steel Partners Holdings L.P. (“Steel”) and Camac Partners LLC (“Camac”), which together with their affiliates are shareholders of TuSimple Holdings Inc. (OTCMKTS: TSPH) (“TuSimple” or the “Company”), today released a letter they sent to the Company’s Board of Directors (the “Board”) proposing to acquire all outstanding shares of Class A and Class B common stock of TuSimple that they do not currently own for $0.46 per share. The full text of the letter is below.

November 27, 2024

BY EMAIL

Board of Directors

TuSimple Holdings Inc.

9191 Towne Centre Drive, Suite 600

San Diego, CA 92122

RE: Proposal To Acquire All Outstanding Shares

To the Board of Directors:

We write on behalf of Steel Partners Holdings L.P. and Camac Fund LP, to make the following proposal, subject to the terms and conditions below, to acquire all outstanding shares of Class A and Class B common stock of TuSimple Inc. (the “Company”) that we do not currently own for $0.46 per share. Our proposal assumes there has been no increase in the Company’s outstanding common stock since June 30, 2024 (232,255,942 shares of common stock (inclusive of both Class A and Class B common stock) as set forth in the Company’s Consolidated Balance Sheet for the quarter ended June 30, 2024).

We are submitting this proposal to acquire the Company in order to facilitate constructive discussions with the board of directors of the Company (the "Board"), with the goal of entering into a mutually agreeable transaction that is in the best interests of all parties. Our proposal delivers an attractive opportunity for stockholders to obtain full value as our proposal represents a 100% premium to the Company’s current stock price as of November 26, 2024. We believe our proposal provides a tremendous, certain and immediate upside to all stockholders. It also removes the risk for existing shareholders inherent in the Company’s newly formulated Chinese animation strategy.

This proposal is not contingent on financing. We have the necessary cash and liquid assets to close the transaction immediately. The proposal is subject only to (i) limited diligence to confirm to our satisfaction the location, quantum, and nature of the Company’s current assets and liabilities; (ii) receipt of required Board and stockholder approvals and any required regulatory approvals; (iii) the Company’s maintenance of its current operations and reasonable limitations on the ability of the Company to transfer its assets overseas; and (iv) the execution of a mutually agreed definitive agreement containing standard terms and conditions for a transaction of this nature.

Our joint team is committed to allocating the requisite resources to complete the transaction in a expeditious manner. We are confident, assuming reasonable access to the Company, its management and its books and records, that we would have the ability to complete our diligence, negotiate and execute definitive agreements and consummate the transaction swiftly and with certainty.

We also would be willing to discuss with the Board alternative transaction structures, including the divestiture of the Chinese animation business to current management and the acquisition of the US holding company by us in a manner that would preserve the availability of the Company’s U.S. net operating losses. A transaction of this nature could potentially provide shareholders with meaningful value for the U.S. portion of the business.

We stand ready to meet with the Board and its representatives as soon as possible and are prepared to enter into a customary non-disclosure agreement with the Company, so that we can complete our due diligence and negotiate all definitive documentation within 30 days from the date of this letter.

This letter is an expression of the intent of the parties only and is subject to the due diligence review and other conditions set forth herein. Unless and until final, definitive agreements between the parties are executed and delivered, neither party shall have any legal obligation of any kind whatsoever, by virtue of this letter or any other written or oral expression.

We look forward to your prompt response and working with you to achieve an outcome that maximizes value for all stockholders.

Sincerely,

Warren Lichtenstein

Steel Partners Holdings L.P.

Eric Shahinian

Camac Fund LP

About Steel

Steel Partners Holdings L.P. is a diversified global holding company that owns and operates businesses and has significant interests in leading companies in various industries, including diversified industrial products, energy, defense, supply chain management and logistics, banking and youth sports.

About Camac

Camac Partners LLC is a private investment firm founded in 2011. Camac focuses on extremely mispriced assets in discrete pockets of opportunity. Camac prides itself on its unique sourcing, flexible mandate, and constant focus on non-competitive opportunities. Its investments are long term in nature and focused on compounding capital over several decades rather than months or years.

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