艾斯欧艾斯美股招股说明书(2024-03-15版)

5,233,332 American Depositary Shares Representing 52,333,320 Class A Ordinary Shares,Warrants to Purchase 10,466,664 American Depositary Shares and10,466,664 American Depositary Shares issuable upon Exercise of Warrants SOS Limited We are offering on a best efforts basis 5,233,332 American depositary shares of SOS Limited (“ADSs”),each representing ten (10) Class A ordinary shares, par value $0.005 per share, and warrants to purchase10,466,664 ADSs (the “Warrants, and together with the ADSs, the “securities”) directly to certaininstitutional investors pursuant to that certain Securities Purchase Agreement, dated as of March 13, 2024,at an offering price per ADS and accompanying Warrant of $1.50. Our ADSs are listed on the New York Stock Exchange (the “NYSE”), under the symbol “SOS.” On March12, 2024, the closing trading price for our ADSs, as reported on NYSE, was US$2.13 per ADS. We do notintend to apply to list the Warrants on the NYSE or any other national securities exchange or othernationally recognized trading system. Without an active trading market, the liquidity of the Warrants willbe limited. The public offering price for the securities offered hereby was determined between us, Maxim Group LLC,our exclusive placement agent (the “Placement Agent”) and investors based on market conditions at thetime of pricing. There is no minimum number of securities or minimum aggregate amount of proceeds for this offering toclose.We expect this offering to be completed not later than two business days following thecommencement of this offering and we will deliver all securities to be issued in connection with thisoffering by delivery versus payment upon receipt of investor funds. Accordingly, neither we nor thePlacement Agent have made any arrangements to place investor funds in an escrow account or trustaccount since the Placement Agent will not receive investor funds in connection with the sale of thesecurities offered hereunder. We have engaged the Placement Agent as our exclusive placement agent to use its reasonable best effortsto solicit offers to purchase our securities in this offering. The Placement Agent is not purchasing or sellingany of the securities we are offering and is not required to arrange for the purchase or sale of any specificnumber or dollar amount of the securities. We have agreed to pay the Placement Agent the PlacementAgent fees set forth in the table below and to provide certain other compensation to the Placement Agent.See “Plan of Distribution” for more information regarding these arrangements. Our authorized share capital is US$1,200,000 divided into 240,000,000 ordinary shares of par value ofUS$0.005 each, comprising of (i) 196,000,000 Class A ordinary shares of a par value of US$0.005 eachand (ii) 44,000,000 Class B ordinary shares of a par value of US$0.005 each. As of the date of thisprospectus, we have 108,168,299 Class A ordinary shares and 14,473,451 Class B ordinary shares issuedand outstanding. Each Class B Ordinary Share is convertible into one Class A Ordinary Share at any timeby the holder thereto. In respect of matters requiring shareholders’ vote, each Class A Ordinary Share isentitled to one vote and each Class B Ordinary Share is entitled to ten (10) votes. We are a Cayman Islands holding company conducting our operations through our subsidiaries in Chinaand the U.S. Our ADSs are ADSs of SOS, the offshore holding company in the Cayman Islands, instead ofshares of our subsidiaries. Investors may never directly hold equity interests in our subsidiaries. As weconduct part of our operations through our subsidiaries in China, we face various legal and operational risksand uncertainties related to doing business in China that could result in a material change in our operationsand/or the value of our securities. We are subject to a series of PRC laws and regulations. The PRCgovernment has recently issued statements and conducted regulatory actions relating to areas such asapprovals, filings or other administrative requirements on offshore offerings, anti-monopoly regulatoryactions, and oversight on cybersecurity and data privacy. The PRC government’s authority in regulatingour operations in China and its management on offerings conducted overseas by, and foreign investment in,China-based issuers could limit our and our PRC subsidiaries’ ability to conduct business and/or limit orhinder our ability to offer or continue to offer securities to investors, accept foreign investments or list on aUnited States or other foreign exchange, or cause the value of our securities to significantly decline or beworthless. For more details, see “Risk Factors—Risks Related to Doing Business in China.” On February 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas SecuritiesOffering and Listing by Domestic Companies (the “Trial Measures”) and five supporting guidelines, whichwent into effect on March 31, 2023. The Trial Measures regulate both direct and indi