艾斯欧艾斯美股招股说明书(2022-04-04版)

424B5 1 ea157918-424b5soslimited.htm PROSPECTUS SUPPLEMENT Filed pursuant to Rule 424(b)(5)Registration No. 333-253402 Prospectus Supplement(To Prospectus dated February 23, 2021) SOS LIMITED 35,750,000 American Depositary SharesRepresenting 357,500,000 Class A Ordinary Shares We are offering 35,750,000 of our American depositary shares, or ADSs, each representing ten Class A ordinary shares, par value $0.0001 per share, directly to certain institutional investors pursuant to that certain Securities Purchase Agreement, dated March 31, 2022, at a price per ADS of $0.56. The aggregate market value of our outstanding ordinary held by non-affiliates, or public float, was approximately $199 million, which was calculated based on 2,329,159,616 Class A Ordinary Shares and 70,258,884 Class B Ordinary Shares outstanding held by non-affiliates and a price per ADS of $0.83, which was the last reported price on the New York Stock Exchange of our ADS on March 29, 2022. Our ADSs are currently traded on the New York Stock Exchange, or NYSE, under the symbol “SOS.” On March 31, 2022, the closing sale price of our ADSs was $0.5370 per ADS. We have retained Maxim Group LLC to act as our exclusive placement agent in connection with this offering. The placement agent is not purchasing or selling any of the securities offered pursuant to this prospectus supplement and the accompanying prospectus. See “Plan of Distribution” beginning on page S-46 of this prospectus supplement for more information regarding these arrangements. We are an offshore holding company conducting a portion of our operations in China through Qingdao SOS Industrial Holding Co., Ltd., a variable interest entity (“VIE”), and its subsidiaries. Investors in our ADSs are not investing in the VIE. Neither we nor our subsidiaries own any share in the VIE. Instead, we control and receive the economic benefits of the VIE’s business operation through a series of contractual arrangements, also known as VIE Agreements, dated May 14, 2020. The VIE Agreements enable us to consolidate the financial results of the VIE and its subsidiaries in our consolidated financial statements under U.S. GAAP. As a result of these contractual arrangements, which have not been tested in a court of law, under generally accepted accounting principles in the United States (“U.S. GAAP”), the assets and liabilities of the VIE are treated as our assets and liabilities and the results of operations of the VIE are treated in all aspects as if they were the results of our operations. PRC laws, regulations, and rules restrict and impose conditions on direct foreign investment in certain types of business, and we therefore operate these businesses in China through the VIE. We have evaluated the guidance in Financial Accounting Standards Board Accounting Standards Codification 810 and determined that we are regarded as the primary beneficiary of the VIE for accounting purposes, as a result of our direct ownership in WFOE and the provisions of the VIE Agreements. Because of our corporate structure, we are subject to risks due to uncertainty of the interpretation and the application of the PRC laws and regulations, including but not limited to the validity and enforcement of the VIE Agreements. We are also subject to the risks of uncertainty about any future actions of the PRC government in this regard. Our VIE Agreements may not be effective in providing control over the VIE. We may also subject to sanctions imposed by PRC regulatory agencies including Chinese Securities Regulatory Commission if we fail to comply with their rules and regulations. We may also be subject to PRC laws relating to, among others, data security and restrictions over foreign investments due to the complexity of the regulatory regime in China, and the recent statements and regulatory actions by the PRC government relating to data security may affect our remaining business operations in China or even our ability to offer securities in the United States. See “Risk Factors—Risks Related to Doing Business in China—Recent regulatory developments in China may subject us to additional regulatory review and disclosure requirement, expose us to government interference, or otherwise restrict our ability to offer securities and raise capital outside China, all of which could materially and adversely affect our business and the value of our securities.” Investing in our securities involves a high degree of risk. You should purchase our securities only if you can afford a complete loss of your investment. See “Risk Factors” beginning on page S-11 of this prospectus supplement and on page 7 of the accompanying prospectus. Neither