United States securities and exchange commission logo
January 20, 2022
Yandai Wang
Chief Executive Officer
SOS Limited
Building 6, East Seaview Park
298 Haijing Road, Yinzhu Street
West Coast New District, Qingdoa City
Shandong Province 266400
People's Republic of China
Re: SOS Limited
Form 20-F for the
fiscal period ending December 31, 2020
Filed May 5, 2021
Form 20-F/A for the
fiscal period ending December 31, 2020
Filed October 12,
2021
Form 20-F/A for the
fiscal period ending December 31, 2020
Filed January 7,
2022
File No. 001-38051
Dear Mr. Wang:
We have reviewed your January 7, 2022 response to our comment
letter and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
November 17, 2021 letter.
Form 20-F for the fiscal period ending December 31, 2020
Part 1, page 1
1. We note your revised
disclosures in the 20-F/A No. 2 in response to prior comment 3.
However, we note on
page 1 in both Part 1 and Item 3. Key Information you continue to
Yandai Wang
FirstName LastNameYandai Wang
SOS Limited
Comapany
January 20,NameSOS
2022 Limited
January
Page 2 20, 2022 Page 2
FirstName LastName
disclose that VIE Agreements are designed to provide our
wholly-foreign owned entity
( WFOE ), Qingdao SOS Investment Management Co., Ltd., with the
power, rights, and
obligations equivalent in all material respects to those it would
possess as the principal
equity holder of the VIE, including absolute control rights and the
rights to the assets,
property, and revenues of the VIE." As previously requested, please
refrain from
implying that the contractual agreements are equivalent to equity
ownership in the
business of the VIE. Any references to control or benefits that accrue
to you because of
the VIE should be limited to a clear description of the conditions you
satisfied for
consolidation of the VIE under U.S. GAAP. Additionally, your
disclosure should clarify
that, you are the primary beneficiary of the VIE for accounting
purposes. Please revise
your disclosures accordingly.
Provide us with your proposed disclosure prior to filing future
amendments.
Item 3. Key Information, page 1
2. We note your revised disclosures in the 20-F/A No. 2 in response to
prior comments 6 and
7. Please address the following:
Revise your Introduction on page iv to disclose which entity
you refer to as
Parent(s) ;
Present the consolidating financial statements on pages 52 and
53 together with your
consolidated statement of cash flow in your Contractual
Agreements between WFOE
and VIE discussion beginning on page 2 in Item 3;
Provide us and disclose in tabular form condensed consolidating
schedules -
depicting the financial position, cash flows and results of
operations for the parent,
the consolidated variable interest entities, and any eliminating
adjustments separately
- as of the same dates and for the same periods for which audited
consolidated
financial statements are required. In this regard we note the
schedules for 2018 and
2019 were omitted from the amendment filed January 7, 2022
however audited
consolidated financial statements for 2018 and 2019 are included
in the filing;
Tell us and disclose how you account for Parents
investments in subsidiaries and
VIEs and where such investments are recognized in the condensed
consolidating
financial statements;
Provide us and disclose a rollforward of investment in
subsidiaries and VIEs that
reconciles to Parents investment in subsidiaries and VIEs
or tell why this is not
applicable;
Tell us and disclose the nature of Other receivables net
and the basis for the
offsetting eliminating Adjustment effect of $51,639 to
Other payables in the
condensed consolidating balance sheet as of December 31, 2020 as
disclosed on page
52;
Tell us why you have included the Inter-company account
reconciliation and
elimination and the Long-term investment schedule on
pages 53 and 54 and how
Yandai Wang
FirstName LastNameYandai Wang
SOS Limited
Comapany
January 20,NameSOS
2022 Limited
January
Page 3 20, 2022 Page 3
FirstName LastName
this information reconciles to the related consolidated financial
statements;
Tell us and disclose how Cash and Cash Equivalents - Parents
of $1,450 at the end
of the year for 2020 disclosed on page 5, related to Parents
operating expenses for
the year ended December 31, 2021 on page 53, was transferred
through your
organization based on the terms of your VIE agreements disclosed
on pages 2 and 3;
You disclose on page 5 cash owed by VIEs to non-VIEs
amounted to $43.57 million
as of December 31, 2020. and no cash was owed to non-VIE
entities as of
December 31, 2020. Reconcile these statements and revise your
disclosure
accordingly; and
You disclose that the Company sold 2,600,000 ADSs and warrants
to purchase
2,600,000 ADSs issued in a registered direct offering that closed
on December 24,
2020, and received net proceeds of $3.6 million and that the
funds were subsequently
transferred to the VIEs via WFOE. Tell us and revise your
disclosures to explain
why this transaction is not reflected in Parents condensed
consolidated cash flow
on page 5.
Provide us with your proposed disclosure prior to filing future
amendments.
PCAOB Inspection, page 5
3. Please disclose whether your auditor is subject to the determinations
announced by the
PCAOB on December 16, 2021 and whether and how the Holding Foreign
Companies
Accountable Act and related regulations will affect your company.
Provide us with your proposed disclosure prior to filing future
amendments.
D. Risk Factors
Our ADSs may be delisted under the Holding Foreign Companies Accountable Act if
the
PCAOB is unable to inspect ..., page 28
4. We note your disclosure that the SEC has announced that the staff is
preparing a
consolidated proposal for the rules regarding the implementation of
the HFCA Act. Please
update your disclosure to reflect that on December 2, 2021, the
Commission adopted rules
to implement the HFCAA and that, pursuant to the HFCAA, the PCAOB has
issued its
report notifying the Commission of its determination that it is unable
to inspect or
investigate completely accounting firms headquartered in mainland
China or Hong Kong.
Provide us with your proposed disclosure prior to filing future
amendments.
You may contact Michelle Miller at 202-551-3368 or Sharon Blume at
202-551-3474 if
you have questions.
Yandai Wang
SOS Limited
January 20, 2022
Page 4
FirstName LastNameYandai Wang Sincerely,
Comapany NameSOS Limited
Division of Corporation Finance
January 20, 2022 Page 4 Office of Finance
FirstName LastName