SecProbe.io

CORRESP
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SOS Limited

Building 6, East Seaview
Park

298 Haijing Road, Yinzhu
Street

West Coast New District,
Qingdao City, Shandong Province

People’s Republic
of China

February 3, 2023

VIA EDGAR

Michelle Miller

Sharon Blume

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, N.E.

Mail Stop 4631

Washington, DC 20549

    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

    Form 20-F for the fiscal period ending
    December 31, 2021

    Filed May 2, 2022

    File No. 001-38051

Dear Ms. Miller:

SOS Limited (the “Company”,
“SOS,” “we”, “us” or “our”) hereby supplementally transmits
its response to the letter received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”),
dated December 21, 2022 regarding our annual report on Form 20-F previously submitted on May 2, 2022 (the “Form 20-F”).
For ease of reference, we have repeated the Commission’s comments in this response and numbered them accordingly.

Form 20-F for the fiscal period ending
December 31, 2021

Introduction, page iii

1. We
                                            note your response to prior comment 1 and your revised proposed disclosure that “China”
                                            or the “PRC” refers to the People’s Republic of China, excluding, for the
                                            purposes of your annual report only, Taiwan. As requested, and considering that China SOS
                                            Ltd, a Hong Kong LLC holds a substantial amount of the Company’s cash and cash equivalents
                                            as disclosed on page F-31, please enhance your disclosures to:

 ● Clarify
                                            that the same legal and operational risks associated with operations in China also apply
                                            to operation in Hong Kong;

 ● Provide
risk factor disclosure to explain whether there are any commensurate laws or regulations in Hong Kong or 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.

Provide
us with your proposed disclosure.

Response: In response to the Staff’s
comment, we propose to add the following risk factors to our Risk Factor section.

The Hong Kong legal
system embodies uncertainties which could limit the availability of legal protections.

As one of the conditions for the
handover of the sovereignty of Hong Kong to China, China accepted conditions such as Hong Kong’s Basic Law. The Basic Law ensured
Hong Kong will retain its own currency (Hong Kong Dollar), legal system, parliamentary system and people’s rights and freedom for
fifty years from 1997. This agreement has given Hong Kong the freedom to function with a high degree of autonomy. The Special Administrative
Region of Hong Kong is responsible for its own domestic affairs including, but not limited to, the judiciary and courts of last resort,
immigration and customs, public finance, currencies and extradition. Hong Kong continues using the English common law system.

However, if the PRC attempts to
alter its agreement to allow Hong Kong to function autonomously, this could potentially impact Hong Kong’s common law legal system
and may in turn bring about uncertainty in, for example, the enforcement of our contractual rights. This could, in turn, materially and
adversely affect our business and operations. Additionally, intellectual property rights and confidentiality protections in Hong Kong
may not be as effective as in the United States or other countries. Accordingly, we cannot predict the effect of future developments
in the Hong Kong legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement
thereof, or the preemption of local regulations by national laws. These uncertainties could limit the legal protections available to
us, including our ability to enforce our agreements with our customers.

Our Hong Kong subsidiaries
are subject to Hong Kong laws and regulations regarding data security, which could subject them to government enforcement actions and
investigations, fines, penalties, and suspension or disruption of their operations.

Our Hong Kong subsidiaries, including
China SOS Limited and Future Technology Global Ltd., operate in Hong Kong and are thus subject to laws and regulations in Hong Kong in
respect of data privacy, data security, and data protection. The main legislation in Hong Kong concerning data security is the Personal
Data (Privacy) Ordinance (Cap. 486 of the Laws of Hong Kong) (the “PDPO”), which regulates the collection, usage, storage,
and transfer of personal data and imposes a statutory duty on data users to comply with the six data protection principles contained
therein. Pursuant to section 33 of the PDPO, the PDPO is applicable to the collection and processing of personal data if such activities
take place in Hong Kong, or if the personal data is collected by a data user whose principal place of business is in Hong Kong. As of
the date of this annual report, we and our Hong Kong subsidiaries have complied with the laws and requirements in respect of data security
in Hong Kong. Our directors confirm that: (i) each of our directors and our Hong Kong subsidiaries has not been involved in any litigation
or regulatory action relating to breach of the PDPO; and (ii) they are not aware of any non-compliance incidents relating to breach of
the PDPO since the date of incorporation of our Hong Kong subsidiaries. Since our PRC subsidiaries conduct substantially all of their
business operations in the mainland China, we believe that the incumbent data security statutory requirements under Hong Kong laws do
not materially affect their business. However, the laws on cybersecurity and data privacy are constantly evolving and can be subject
to varying interpretations, resulting in uncertainties about the scope of our responsibilities in that regard. Failure to comply with
the cybersecurity and data privacy requirements in a timely manner, or at all, may subject us or our Hong Kong subsidiaries to consequences
including but not limited to government enforcement actions and investigations, fines, penalties, and suspension or disruption of our
Hong Kong subsidiaries’ operations.

Item 3. Key Information, page 2

2. We
                                            note your response prior comment 4. As previously requested, please address the following:

 ● Currently
                                            your SOS Organization Chart diagram reflects solid lines between all entities. Revise to
                                            present dashed lines for your VIE contractual agreements to clearly differentiate from your
                                            equity interests.

 ● Define
                                            the legal entity of “the operating entity in China” as disclosed on page 4.

 ● Reflect
                                            with an arrow from and to, the ability to pay dividends and other distributions of equity
                                            as well as consulting and service fees.

 ● Disclose
                                            in Item 3., consolidating schedules of your financial position and operations, together with
                                            related cash flows consistent with your audited consolidating financial schedules on pages
                                            F-30 thru F-38.

 ● Disclose
                                            a rollforward of investments in subsidiaries outside China, in WFOE and in China SOS that
                                            reconciles beginning and or ending balance, plus or minus equity in earnings of VIEs, equity
                                            in earnings of subsidiaries, foreign currency translation and other in arriving at investments
                                            in subsidiaries outside China, in WFOE and in China SOS prior to consolidation/elimination
                                            adjustments as of December 31, for the periods presented.

Provide
us with your proposed disclosure.

    2

Response: In response to the Staff’s
comment, please see the proposed disclosures below.

● We propose to revise the SOS organization chart diagram on page 4 and
page 54. Please see the following diagram.

We also propose to revise the following
disclosures on F-7:

    SOS Auto Service Co., Ltd.

    A 99% subsidiary of Qingdao SOS Investment LLP (PRC)

    Other Subsidiary

    Qingdao SOS Industrial Holding Co., Ltd.

    A VIE of Qingdao SOS Investment Management Co., Ltd.

    VIE

    Common Prosperity Technology Co., Ltd.

    A 99% subsidiary of SOS International Trading Co., Ltd.

    Other Subsidiary

    SOS International Trading Co., Ltd.

    A 50% subsidiary of Qingdao SOS Investment Management Co., Ltd. and another 50% owned by Qingdao SOS Investment LLP

    Other Subsidiary

    SOS Ronghe Digital Technology Co., Ltd. (PRC)

    A 31.22% subsidiary of SOS Information Technology Co,. Ltd.

    Other Subsidiary

● We propose to revise our disclosures on page 4 as follows (revisions
in italic):

Our ability to pay dividends depends
upon dividends paid by our operating entities. If the operating entities incur debt on their own behalf, the instruments
governing their debt may restrict their ability to pay dividends to us.

The operating entities in
mainland China will be permitted to pay dividends to us only out of its retained earnings, if any, as determined in accordance
with the Accounting Standards for Business Enterprise as promulgated by the Ministry of Finance of the PRC, or PRC GAAP. In accordance
with PRC company laws, any consolidated VIEs in China must make appropriations from its after-tax profits to non-distributable reserve
funds including (i) statutory surplus fund and (ii) discretionary surplus fund. The appropriation to the statutory surplus fund must
be at least 10% of the after-tax profits calculated in accordance with PRC GAAP. Appropriation is not required if the statutory surplus
fund has reached 50% of the registered capital of the consolidated VIEs. Appropriation to discretionary surplus fund will be made at
the discretion of the consolidated VIEs.

    3

● We propose to add the following disclosures in Item 3:

Consolidation Schedule

Condensed consolidated
Statements of comprehensive of loss

(US$ thousands, except
share data and per share data, or otherwise noted)

    31-Dec-21

    Subsidiaries
    Subsidiaries

    Subsidiaries
    Subsidiaries
    SOS
    Ltd.
    China
    SOS Ltd
    WFOE
    VIE
    Inter-company
    Outside
    China
    Inside
    China
    Conso
    SOS
    Ltd.

    SOS
    Ltd
    China
    SOS Ltd
    WFOE
    VIE
    Outside
    China
    Inside
    China
    Adjustment(a)
    Adjustment
    (a)
    Adjustment
    Adjustment
    Elimination
    Adjustment(b)
    Adjustment
    Working
    Consolidated

    US$
    US$
    US$
    US$
    US$
    US$
    US$
    US$
    US$
    US$
    US$
    US$
    US$
    US$
    US$

    REVENUES
    -net

      15,314

      718
      342,615

      (718 )

      357,930
      357,930

    COST OF REVENUES

      2,327

      3,728
      330,697

      336,752
      336,752

    GROSS
    PROFIT
      -
      12,987
      -
      -
      (3,010 )
      11,918
      -
      -
      -
      -
      -
      (718 )
      -
      21,178
      21,178

    OPERATING
    EXPENSES:

    General
    and administrative
      49,250
      10,340
      12
      0
      7,574
      9,085
      (12,033 )
      -

      (718 )

      63,511
      62,448

    Share-based
    compensation

    Selling
    expense

      -3

      677

      674
      674

    Profit
    (Loss) on evaluation

    Total
    operating expenses
      49,250
      10,340
      12
      (3 )
      7,574
      9,762
      (12,033 )
      -
      -
      -
      -
      (718 )
      -
      63,511
      62,448

    INCOME
    FROM OPERATIONS

      -
      -
      (42,333 )
      (41,270 )

    OTHER
    INCOME(EXPENSE):

    Loss
    on acquisition

    Other
    income(expense),net

      -
      -
      -

      (1,767 )
      -
               -
               -
               -
               -
               -
               -
      (1,767 )
      (1,767 )

    Total
    other (expenses) income, net

      -
      -
      (1,767 )
      (1,767 )

    Income
    from investments

    INCOME(LOSS)
    BEFORE INCOME TAXES
      (49,250 )
      2,647
      (12 )
      3
      (10,584 )
      389
      12,033
      -
      -
      -
      -
      -
      -
      (44,100 )
      (43,037 )

    INCOME
    TAXES

      (768 )

      (768 )
      (768 )

    NET
    INCOME(LOSS) - CONTINUING OPERATION

    Non-controlling
    interest

      (200 )

      (200 )
      (200 )

    DISCONTINUED
    OPERATIONS:

    Loss
    from discontinued operations

    Income
    from disposal of discontinued operations

    LOSS
    FROM DISCONTINUED OPERATIONS

      -

    Equity
    earnings in subs outside China
      (49,250 )
      2,647
      (12 )
      3
      (10,584 )

      12,033

    Equity
    earnings in subs and VIES inside China
      -
      -
      -
      -
      -
      1,157

    NET
    PROFIT(LOSS)
      (49,250 )
      2,647
      (12 )
      3
      (10,584 )
      1,157
      12,033
      -
      -
      -
      -
      -
      -
      (44,006 )
      (44,006 )

    OTHER
    COMPREHENSIVE INCOME(LOSS)

    Foreign
    currency translation adjustment - net of tax

    COMPREHENSIVE
    INCOME(LOSS)

    4

Condensed Consolidated
Balance Sheet

(US$ thousands, except
share data and per share data, or otherwise noted)

    31-Dec-21

    Subsidiaries
    Subsidiaries
    SOS Ltd.
    China SOS Ltd.
    WOFE
    VIE
    Inter-company
    Subsidiaries

Outside China
    Subsidiaries

Inside China
    SOS Ltd.

Consolidated

    SOS Ltd.
    China SOS Ltd.
    WOFE
    VIE
    Outside China
    Inside China
    Adjustment(a)
    Adjustment(b)
    Adjustment(c)
    Adjustment(d)
    Adjustment(e)
    Adjustment(f)
    Adjustment
    Adjustment
    Adjustment
    elimination(g)
    Adjustment
    Adjustment
    total

    US$
    US$
    US$
    US$
    US$
    US$
    US$

    US$

    US$
    US$
    US$
    US$

    US$
    US$

    ASSETS

    Current assets:

    Cash and cash equivalents
      12,301
      160,091
      4,164
      2
      101,210
      60,258

      338,026

    Accounts receivable, net

      26,167

      26,167

    Other receivables - net
      67,962
      16,902

      345
      903

      (79,391 )

      6,721

    Amount due from related parties

      900

      1,000
      5,939

      7,839

    Inter-company receivable
      19,791
      (153,855 )
      311,415
      (2 )
      (19,791 )
      (196,737 )
      39,179

      3,578

      (3,578 )
      -0

    Inventory

      96,071

      96,071

    Total current
    assets
      100,054
      24,038
      315,579
      -
      82,764
      (7,399 )
      39,179
      -
      -
      3,578
      -

                   -
                   -
                   -
      (79,391 )
                   -
      (3,578 )
      474,824

    Non-current assets:

    Operating lease, right-of-use assets

      3,401

      3,401

    Property equipment and software, net

      9,844

      16,903
      535

      27,282