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February 21, 2023
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
Form 20-F for the fiscal period ending December 31, 2021
Filed May 2, 2022
Dear Yandai Wang:
            We have reviewed your February 3, 2023 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
December 21, 2022 letter.
Form 20-F for the fiscal period ending December 31, 2021
Introduction, page iii

 FirstName LastNameYandai  Wang
 Comapany NameSOS Limited
 February 21, 2023 Page 2
 FirstName LastNameYandai  Wang
SOS Limited
February 21, 2023
Page 2
1.We note your response to prior comment 1 and your revised proposed disclosure.  Provide
risk factor disclosure to explain whether there are any commensurate laws or regulations
in Macau which result in oversight over data security and explain how this oversight
impacts your business and to what extent you believe you are compliant with the
regulations or policies that have been issued.  Please provide us with your proposed
disclosure.
Item 3. Key Information, page 2
2.We note your response to prior comments 2 and 6, including that in 2021, you completed
several rounds of registered direct offerings, raising $585.6 million in proceeds, net of
$40.4 million of issuance costs and that investors submitted funds to the bank accounts of
its wholly owned subsidiaries, China SOS Ltd., incorporated in Hong Kong and SOS
Information Technology New York Inc., incorporated in New York.  Please address the
following:
•Tell us and revise your disclosures accordingly, to discuss your basis for presenting
total proceeds related to the 2021 registered direct offering of $1.388 billion as cash
financing generated by SOS Ltd., China SOS Ltd., WFOE, and Subsidiaries Outside
China in your Consolidating Statement of Cash Flows versus $626 million gross
excluding $40.4 million of issuance costs allocated to your Subsidiaries in China.
•Tell us and revise your disclosures accordingly, to discuss why total net cash used in
investing activities as presented in your Consolidating Statement of Cash Flows for
total investment in equity of $750.1 million for SOS Ltd., China SOS Ltd., WFOE,
Subsidiaries Outside China and Subsidiaries in China is greater than beginning total
equity and total assets of $60.2 million and $69.8 million at December 31, 2020,
$585.6 million in proceeds from registered direct offerings, cash used in operating
activities of $225.5 million and net loss of $44 million.
•Revise your rollforward of “Investments in Subsidiaries outside China, WFOE and
China SOS Ltd." to exclude intercompany cash transfers for the issuance of Class A
Ordinary Shares and warrants.  Please also explain how the balance of $517.8 million
reconciles to total investments in Subsidiaries outside China, WFOE and China SOS
Ltd of $749.5 million, prior to consolidating adjustments as presented in your
Consolidating Balance Sheeting, including consideration of our comments above.
•Please confirm that the activity presented in the Consolidating Statements of Cash
Flows represents cash activities and supplementally disclose non-cash activities as
necessary.
Provide us with your proposed disclosure.

3.We note your response to prior comment 4 and that no statutory resevse fund was
provided despite profit recognition because you have not established or recognized any
registered paid-up capital and you have no plan to distribute dividends for the periods
presented.  Please enhance your disclosure to clarify this requirement since you currently
disclose that pursuant to the law applicable to China’s foreign investment enterprises, an

 FirstName LastNameYandai  Wang
 Comapany NameSOS Limited
 February 21, 2023 Page 3
 FirstName LastName
Yandai  Wang
SOS Limited
February 21, 2023
Page 3
operating entity that is a foreign investment enterprise in the PRC has to make
appropriation from its after-tax profit, as determined under PRC GAAP, to reserve funds
including (i) general reserve fund, (ii) enterprise expansion fund and (iii) staff bonus and
welfare fund.   Please provide us with your proposed disclosure.
            You may contact Michelle Miller at 202-551-3368 or Sharon Blume at 202-551-3474 if
you have questions.
Sincerely,
Division of Corporation Finance
Office of Finance