Core Viewpoint - SOS Limited has received a notification from the New York Stock Exchange indicating that it is below compliance standards due to the trading price of its American depositary shares (ADSs) being below $1.00 [1][2]. Compliance and Trading Standards - According to NYSE rule 802.01C, a company is considered non-compliant if the average closing price of its security is less than $1.00 over a consecutive 30 trading-day period [2]. - The company has a six-month cure period to bring its share price back above $1.00, with the possibility of regaining compliance at any time during this period if it meets the required price thresholds [2]. Current Listing Status - The notice from the NYSE does not have an immediate impact on the listing of the company's ADSs, which will continue to be traded on the NYSE during the cure period, provided that other listing requirements are met [3]. Company Overview - SOS Limited is engaged in blockchain and cryptocurrency operations, including cryptocurrency mining, and has expanded into commodity trading since April 2021 through its subsidiary SOS International Trading Co. Ltd [4]. - The major commodities traded include mineral resin, soybeans, wheat, sesame, liquid sulfur, petrol coke, and latex [4].

Corporate Governance and Shareholder Matters - The company held its 2023 Annual General Meeting on May 1, 2023, where shareholders approved a share consolidation at a ratio of one-for-fifty[12]. - Following the share consolidation, the authorized share capital increased to US$1,200,000, divided into 240,000,000 ordinary shares[14]. - The company has adjusted the terms of outstanding warrants and options automatically following the share consolidation[12]. - The company has anti-takeover provisions in its memorandum and articles of association that could adversely affect the rights of holders of its ordinary shares and ADSs[119]. - The company may be classified as a passive foreign investment company (PFIC) for U.S. federal income tax purposes, which could result in adverse tax consequences for U.S. holders[117]. - The company’s dual-class voting structure limits the ability of Class A ordinary shareholders to influence corporate matters[120]. - The company’s corporate governance practices differ significantly from those required for companies incorporated in the U.S., potentially affording shareholders less protection[122]. - The company is currently involved in securities class action litigation, which could result in substantial costs and liabilities[113]. Financial Performance and Revenue Sources - The company reported a total asset value of US$ 483,892, with non-current assets at US$ 28,497[167]. - Total assets amounted to $454.734 million, with current assets at $259.492 million and non-current assets at $196.460 million[168]. - Total revenue for 2023 was $92.5 million, a significant decrease from $260.1 million in 2022 and $290.9 million in 2021[174]. - Commodity trading revenue amounted to $68.5 million in 2023, representing 73.8% of total sales, down from 98.4% in 2022[174]. - Cryptocurrency mining revenue surged to $18.9 million in 2023, up from $0.33 million in 2022, driven by a substantial increase in Bitcoin prices[174]. - The company reported an operating loss of $4.8 million for 2023, an improvement from an operating loss of $214.5 million in 2022[185]. - General and administrative expenses decreased to $11.1 million in 2023, down from $180.7 million in 2022, primarily due to a reduction in bad debt provisions[183]. - Net cash generated from operating activities was $9.7 million in 2023, a turnaround from a cash outflow of $72.9 million in 2022[188]. Market and Competitive Landscape - The market for data mining and analysis is competitive, and failure to compete effectively may result in a loss of market share and decreased revenues[19]. - The competitive landscape in the data mining market is intense, with competitors potentially having greater resources and capabilities, which could impact the company's market share and profitability[27]. - The company may experience adverse effects from regulatory changes in the PRC market, which could materially impact its planned cryptocurrency-related business[22]. - The company anticipates that competition in the cryptocurrency mining, security, and insurance market will increase, potentially requiring higher marketing and sales expenses[49]. - The company may face intense industry competition from established players with greater financial resources and market share[49]. Risks and Compliance - The company faces significant risks related to the development of its cryptocurrency mining, security, and insurance businesses, which have not yet generated revenue from commercially available products or services[20]. - The company is subject to risks related to the enforcement of foreign judgments in the Cayman Islands and PRC, which may affect legal recourse[15]. - The company is subject to various uncertainties in its evolving business model, which may affect its ability to manage growth and identify emerging trends[55]. - The company may incur additional compliance costs if cryptocurrencies are deemed securities, which could materially affect its operations[49]. - Non-compliance with PRC laws could result in significant penalties or legal liabilities for the company[77]. - The regulatory environment in China remains uncertain, which could adversely affect the company's business and financial condition[75]. Cryptocurrency and Technology - The company has expanded into cryptocurrency mining since late 2020, competing with various public companies in the sector[153]. - The company relies on a steady and inexpensive power supply for cryptocurrency mining, and any disruptions or increases in energy prices could adversely affect operations[41]. - The company is vulnerable to cybersecurity threats, including attacks that could compromise its mining operations and profitability[69]. - The company faces risks from potential regulatory actions in countries like China and Russia, which could restrict the acquisition and use of cryptocurrencies[60]. - The company’s insurance may not adequately cover losses from operational interruptions, which could significantly impact future revenues[56]. Investments and Subsidiaries - The company has made significant investments in subsidiaries, with total investments outside China at $374.5 million[171]. - The company has established a subsidiary focused on cryptocurrency mining and blockchain-based services in 2023[146]. - The company provided $0.1 million in statutory reserve for the fiscal year of 2023 in the former VIE's subsidiary inside China[137]. - The company does not intend to establish any VIEs in mainland China in the future[134]. Legal and Regulatory Environment - The PRC Data Security Law requires data collection to be conducted legitimately, with potential penalties for non-compliance, including fines and business license revocation[79]. - The Personal Information Protection Law (PIPL) mandates obtaining individual consent for using sensitive personal information, with penalties for non-compliance that could adversely affect business operations[79]. - The company is required to participate in government-mandated employee benefit plans, and non-compliance could result in penalties[106]. - The enforcement of the PRC Labor Contract Law may increase labor costs and impose limitations on labor practices, affecting the company's operations[106]. Future Outlook and Strategy - The company plans to invest in business development and expects growth in the marketing data and cryptocurrency mining industry in China[9]. - The company is focusing on market expansion and new product development as part of its future strategy[167]. - The company plans to support future operations primarily through cash generated from operations and equity financing[195].

NEW YORK, March 13, 2024 /PRNewswire/ -- SOS Limited (NYSE: SOS) (the "Company" or "SOS"), a multifaceted company that engages in the blockchain and cryptocurrency operations and commodity trading, announced today that it has entered into a securities purchase agreement with certain accredited investors to purchase approximately $7.85 million worth of its American Depositary Shares ("ADS") and warrants in a public offering. Under the terms of the securities purchase agreement, the Company has agreed to sell ...

NEW YORK, March 8, 2024 /PRNewswire/ -- SOS Limited ("SOS" or the "Company") (NYSE: SOS) provides update of its two Super-Computing centers in the U.S.  SOS Ltd is providing an interim operating snapshot of it's North American Super-Computing Centers. Between January 2023 and February 29, 2024 SOS has mined a total of 29.434 BTC. Through its majority owned joint venture, FD LLC, SOS operates 726 Thor miner S99 in the Wisconsin Super-Computing Center and 1,086 Thor miner S99 in the Texas Super-Computer Cente ...

QINGDAO, China, Jan. 16, 2024 /PRNewswire/ -- SOS (NYSE: SOS) (the "Company" or "SOS") announced the launch of an additional 1,500 super-computing mining rigs in its Fort Stockton Texas Super-Computing Center. SOS entered into a hosting contract with Grand Flourish Inc, a company in California, on December 8, 2023 for hosting the 1,500 super-computing servers. This launch represents another step in SOS' North American growth strategy. SOS has been steadily implementing its mining and hosting business in Nor ...

[Interim Condensed Consolidated Balance Sheet](index=1&type=section&id=Interim%20Condensed%20Consolidated%20Balance%20Sheet) [Assets](index=1&type=section&id=Assets) Total assets decreased by $25.4 million, driven by reduced current assets, notably cash and related party amounts Asset Overview (US$ thousands) | Metric | 31-Dec-22 (Audited) | 30-Jun-23 (Unaudited) | Change (US$ thousands) | % Change | | :-------------------------- | :------------------ | :-------------------- | :--------------------- | :------- | | Cash and cash equivalents | 259,492 | 249,884 | (9,608) | -3.70% | | Other receivables – net | 55,004 | 67,325 | 12,321 | 22.40% | | Amount due from related parties | 69,038 | 45,122 | (23,916) | -34.64% | | Total current assets | 441,188 | 416,157 | (25,031) | -5.67% | | Total non-current assets | 13,546 | 13,167 | (379) | -2.80% | | Total assets | 454,734 | 429,324 | (25,410) | -5.59% | [Liabilities](index=1&type=section&id=Liabilities) Total liabilities decreased by $6.6 million, primarily due to reductions in accrued liabilities and other payables Liabilities Overview (US$ thousands) | Metric | 31-Dec-22 (Audited) | 30-Jun-23 (Unaudited) | Change (US$ thousands) | % Change | | :-------------------------- | :------------------ | :-------------------- | :--------------------- | :------- | | Accrued liabilities | 20,385 | 16,875 | (3,510) | -17.22% | | Other payables | 11,081 | 7,223 | (3,858) | -34.82% | | Total current liabilities | 45,581 | 39,301 | (6,280) | -13.78% | | Total non-current liability | 377 | 95 | (282) | -74.80% | | Total liabilities | 45,958 | 39,396 | (6,562) | -14.28% | [Shareholder's Equity](index=1&type=section&id=Shareholder's%20Equity) Total shareholders' equity decreased by $17.3 million, driven by increased accumulated deficit and other comprehensive loss Shareholder's Equity Overview (US$ thousands) | Metric | 31-Dec-22 (Audited) | 30-Jun-23 (Unaudited) | Change (US$ thousands) | % Change | | :-------------------------- | :------------------ | :-------------------- | :--------------------- | :------- | | Additional paid-in capital | 705,488 | 707,516 | 2,028 | 0.29% | | Accumulated deficit | (272,919) | (283,727) | (10,808) | 3.96% | | Other comprehensive loss | (23,400) | (32,106) | (8,706) | 37.20% | | Total Shareholders' equity | 409,602 | 392,252 | (17,350) | -4.24% | [Interim Condensed Consolidated Statements of Comprehensive Loss](index=2&type=section&id=Interim%20Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Loss) [Revenue and Gross Profit](index=2&type=section&id=Revenue%20and%20Gross%20Profit) Revenue more than halved, leading to a drastic reduction in gross profit and gross profit ratio for H1 2023 Revenue and Gross Profit (US$ thousands) | Metric | 30-Jun-22 (Unaudited) | 30-Jun-23 (Unaudited) | Change (US$ thousands) | % Change | | :---------------- | :-------------------- | :-------------------- | :--------------------- | :------- | | Revenue | 84,780 | 41,835 | (42,945) | -50.66% | | Net revenue | 84,755 | 41,806 | (42,949) | -50.67% | | Operating costs | (82,164) | (41,716) | 40,448 | -49.23% | | Gross profit | 2,591 | 90 | (2,501) | -96.53% | | Gross profit ratio| 3.1% | 0.2% | -2.9% | -93.55% | [Operating Expenses](index=2&type=section&id=Operating%20Expenses) Total operating expenses decreased by 48%, primarily due to a substantial reduction in share-based compensation Operating Expenses (US$ thousands) | Metric | 30-Jun-22 (Unaudited) | 30-Jun-23 (Unaudited) | Change (US$ thousands) | % Change | | :------------------------------ | :-------------------- | :-------------------- | :--------------------- | :------- | | Selling expense | (3,115) | (1,142) | 1,973 | -63.34% | | General and administrative expense | (6,697) | (9,354) | (2,657) | 39.67% | | Share-based compensation | (14,471) | (2,053) | 12,418 | -85.81% | | Total operating expenses | (24,283) | (12,630) | 11,653 | -48.00% | [Net Loss and Earnings Per Share](index=2&type=section&id=Net%20Loss%20and%20Earnings%20Per%20Share) Net loss attributable to SOS Ltd improved by 25%, driven by lower operating expenses and a positive foreign currency adjustment Net Loss and EPS (US$ thousands, except per share data) | Metric | 30-Jun-22 (Unaudited) | 30-Jun-23 (Unaudited) | Change (US$ thousands) | % Change | | :------------------------------------------- | :-------------------- | :-------------------- | :--------------------- | :------- | | Loss from operations | (21,692) | (12,540) | 9,152 | -42.19% | | Net loss - continuing operations | (21,823) | (12,194) | 9,629 | -44.17% | | Income from discontinued operations | 6,921 | - | (6,921) | -100.00% | | Net loss attributable to SOS Ltd | (14,333) | (10,697) | 3,636 | -25.37% | | Foreign currency translation adjustment-net of tax | (10,739) | 8,706 | 19,445 | -181.08% | | Total comprehensive loss | (25,072) | (1,991) | 23,081 | -92.06% | | Basic Loss Per Share | (0.0046) | (0.0031) | 0.0015 | -32.61% | - Share-based compensation expenses decreased significantly from **$14.5 million** in H1 2022 to **$2.1 million** in H1 2023[4](index=4&type=chunk) [Interim Condensed Consolidated Statement of Cash Flow](index=4&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Cash%20Flow) [Operating Activities](index=4&type=section&id=Operating%20Activities) Net cash used in operating activities from continuing operations decreased by over 97%, driven by favorable working capital changes Cash Flow from Operating Activities (US$ thousands) | Metric | 30-Jun-22 (Unaudited) | 30-Jun-23 (Unaudited) | Change (US$ thousands) | % Change | | :------------------------------------------------- | :-------------------- | :-------------------- | :--------------------- | :------- | | Net loss from continuing operation | (21,254) | (10,697) | 10,557 | -49.67% | | Depreciation and amortization | 2,399 | 106 | (2,293) | -95.58% | | Share-based compensation | 14,472 | 2,054 | (12,418) | -85.81% | | Operating cash flows before movements in working capital | (3,138) | (8,169) | (5,031) | 160.33% | | Changes in working capital: Amount due from related parties | (10,045) | 23,916 | 33,961 | -338.09% | | Changes in working capital: Other receivables | (110,435) | (12,321) | 98,114 | -88.84% | | Net cash used in operating activities from continuing operations | (88,706) | (1,981) | 86,725 | -97.77% | | Net cash used in operating activities | (104,317) | (1,981) | 102,336 | -98.10% | [Investing Activities](index=4&type=section&id=Investing%20Activities) Investing activities shifted from a net cash generation of **$1.6 million** to no cash generation in the current period Cash Flow from Investing Activities (US$ thousands) | Metric | 30-Jun-22 (Unaudited) | 30-Jun-23 (Unaudited) | Change (US$ thousands) | % Change | | :------------------------------------------------- | :-------------------- | :-------------------- | :--------------------- | :------- | | Proceeds from disposal of property, equipment and software | 132 | - | (132) | -100.00% | | Net cash generated from investing activities | 1,597 | - | (1,597) | -100.00% | [Financing Activities](index=4&type=section&id=Financing%20Activities) Financing activities shifted from a net cash inflow of **$18.5 million** to a net outflow of **$0.288 million** due to lease repayments Cash Flow from Financing Activities (US$ thousands) | Metric | 30-Jun-22 (Unaudited) | 30-Jun-23 (Unaudited) | Change (US$ thousands) | % Change | | :------------------------------------------------- | :-------------------- | :-------------------- | :--------------------- | :------- | | Proceeds from share issuance, net of issuance costs | 18,483 | - | (18,483) | -100.00% | | Repayment of principle portion of lease liabilities | - | (288) | (288) | N/A |\ | Net cash generated from/(used in) financing activities | 18,483 | (288) | (18,771) | -101.56% | | Net decrease on cash and cash equivalents | (84,237) | (2,269) | 81,968 | -97.30% | | Cash and cash equivalents at end of the period | 243,744 | 249,884 | 6,140 | 2.52% |

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURI ...