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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

April 11, 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 February 21, 2023 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. 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.

Response: In response to the Staff’s
comment, we respectfully submit that no further risk factors are necessary since we do not have any subsidiary or operation in Macau.

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.

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

    ●

    We have a control sheet to track our financings, including gross proceed amount,
professional fees and net proceed amount. We obtained total gross proceeds of $626 million, incurred $40.4 million in professional fees,
and therefore have net proceeds of $585.6 million. We have revised the Statement of Cash flow of 2021 to reflect the foregoing.

    2

Condensed
consolidated statement of cash flow

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

    31-Dec-21

    SOS
    Ltd.
    China
    SOS Ltd.
    WFOE
    VIE
    Subsidiaries

Outside
    China
    Subsidiaries

inside
    China
    Consolidation

Adjustments(a)
    Consolidation

Adjustments(b)
    SOS
    Ltd.

Consolidated
    total

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

    CASH
    FLOWS FROM OPERATING ACTIVITIES

    Net
    (loss)
      (49,250 )
      2,647
      (12 )
                   3
      (10,584 )
      1,157

      12,033
      (44,007 )

    Adjustments
    to reconcile net income net cash used in operating activities:

      -

    Depreciation
    of property, plant and equipment

      0

      61

      61

    Share-based
    compensation
      34,473

      34,473

    Allowance
    for doubtful accounts - accounts receivable

      963

      963.00

    Allowance
    for doubtful accounts - other receivable

      269

      269.00

    Loss
    on acquisition

      -

    Income
    from disposal of discontinued operations

      -

    Inventory

      (96,071 )

      (96,071 )

    Changes
    in operating assets and liabilities

    Accounts
    receivable
      -

      (15,933 )

      (15,933 )

    Other
    receivables
      (9,522 )
      (99,516 )

      (595 )
      (16,228 )

      (125,862 )

    Inter-company
    account
      (99,132 )
      128,855
      (311,415 )
      (1 )
      84,650
      197,044
      0

    Amount
    due from related parties

      (900 )
      (2 )

      (1,000 )
      (2,243 )

      (4,146 )

    Intangible
    assets

      (14,502 )

      (14,502 )

    Accrued
    liabilities

      3
      19,812

      19,815

    Tax
    payables

      (8,618 )

      (8,618 )

    Accounts
    payable

      11,359

      17050

      28,409

    Other
    payables
      141
      121
      47

      (307 )

      3

    Amount
    due to related parties
      15

      9
      845

      869

    Contract
    liabilities

      (415 )

      (415 )

    Lease
    liability

      (770 )

      (770 )

    Net
    cash (used in) generated from operating activities
      (123,276 )
      28,064
      (311,382 )
      2
      72,482
      96,615
      0
      12,033
      (225,462 )

    CASH
    FLOWS FROM INVESTING ACTIVITIES:

    Purchase
    of property, equipment and equipment

      (9,844 )

      (16,903 )
      (1,064 )

      (27,812 )

    Investment
    in equity
      (374,463 )
      (310,205 )

      (64,794 )
      (657 )
      750,119

      (0 )

    Proceed
    from disposals of discontinued operations
      0

    Net
    cash (used in) generated from investing activities
      (374,463 )
      (320,049 )
      -
      -
      (81,698 )
      (1,721 )

      -
      (27,812 )

    CASH
    FLOWS FROM FINANCING ACTIVITIES

    Proceed
    from share issuance, net of issuance costs
      469,618
      452,076
      315,547

      110,523
      -
      (750,119 )
      (12,033 )
      585,611

    Proceed
    from private equity placement, net of issuance costs

      -
      -

      -

    Net
    cash generated from (used in) financing activities
      469,618
      452,076
      315,547
      0
      110,523
      -
      (750,119 )
      (12,033 )
      585,611

    EFFECT
    OF EXCHANGE RATES ON CASH
      0

      (1 )

      (98 )
      2065

      1,966

    Net
    increase/(decrease), effect of exchange rate changes on cash and cash equivalent
      (28,121 )
      160,090
      4,164
      2
      101,210
      96,960
      (750,119 )
      -
      334,304

    CASH
    AND CASH EQUIVALENTTS, beginning of year
      1
      0
      0
      0
      0
      3,721

      3,722

    CASH
    AND CASH EQUIVALENTTS, end of year
      (28,120 )
      160,090
      4,164
      2
      101,210
      100,681
      (750,119 )
      -
      338,026

    Supplemental
    cash flow

    Cash
    paid for income tax

      3,480

    Purchase
    of USDT from a third party exchange platform

      6,500

    Payment
    of deposits on equipment in USDT

      (6,500 )

    3

    ●
    The gross investment in equity exceeds beginning total equity plus total assets plus current year proceeds from the registered direct offering. As the table below shows, SOS Ltd. invested $374.5 million in China SOS Ltd., and immediately China SOS Ltd. invested $310.2 million in WFOE, etc.

    Investments
    SOS
    Ltd.
    SOS
    NY Inc.
    YBT
    China
    SOS
    330_WFOE
    QDSOS
    VIE
    QD
    LLP
    SOS
    auto
    SOS
    IT
    SOS
    Digital
    SOS
    Inner Mogolia
    SOS
    Intel Trading
    Total

    SOS
    Ltd.

      1,140,000

      374,462,950

      375,602,950

    SOS
    NY Inc.

      64,794,467

      64,794,467

    YBT

    China
    SOS

      310,204,897

      310,204,897

    Qingdao
    SOS/WFOE

      0

      0
      0

    Qingdao
    SOS/VIE

    Qingdao
    LLP

      0
      0

    SOS
    IT

      648,042
      0
      648,042

    SOS
    Inner Mogolia

      0

    SOS
    Intel Trading

      0

    Total

      439,257,417
      310,204,897
      0
      0
      0
      0
      0
      648,042
      0
      751,250,356

    ●
    We revised the rollforward of “Investment in Subsidiaries and VIEs ” as follows:

    Investment
    in

 subsidiaries

 and VIEs

    Roll-forward
    of “investments in subsidiaries of VIES”
    US$“000”

    Balance
    at January 1, 2019
      (128 )

    Equity
    earnings of WFOE

    Equity
    in earnings of VIE
      1,470

    Equity
    in earnings of VIE’s subsidiaries
      -

    Dividend
    distributed to shareholders
      -

    Share-based
    compensation
      -

    Foreign
    currency translation
      (16 )

    Balance
    at December 31, 2019
      1,326

    Equity
    earnings of WFOE
      (3 )

    Equity
    in earnings of VIE
      12,425

    Equity
    in earnings of VIE’s subsidiaries
      (8,121 )

    Dividend
    distributed to shareholders
      -

    Acquisition
    of China Rapid Finance
      10,661

    Issuance
    of Class A Ordinary Shares and warrant
      42,022

    Share-based
    compensation
      951

    Foreign
    currency translation
      874

    Balance
    at December 31, 2020
      60,135

    Issuance
    of Class A Ordinary Shares and warrant
      585,839

    Equity
    in earnings of WFOE
      (12 )

    Equity
    in earnings of VIE
      1,157

    Equity
    in earnings of VIE’s subsidiaries
      (165,850 )

    Dividend
    distributed to shareholders
      -

    Share-based
    compensation
      33,153

    Foreign
    currency translation
      3,392

    Balance
    at December 31, 2021
      517,814

    4

    ●
    We  confirm that the non-cash activities were included in the supplementary
disclosure on page F-5 in the 20-F for the year ended December 31, 2021 filed on May 2, 2022. We have also added it to the Statement of
Cash Flow of this segmental reporting of 2021 and 2020 respectively as follows:

Condensed
consolidated statement of cash flow

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

    31-Dec-21

    SOS
    Ltd.
    China
    SOS Ltd.
    WFOE
    VIE
    Subsidiaries

Outside
    China
    Subsidiaries

inside
    China
    Consolidation

Adjustments(a)
    Consolidation

Adjustments(b)
    SOS
    Ltd.

Consolidated
    total

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

    CASH
    FLOWS FROM OPERATING ACTIVITIES

    Net
    (loss)
      (49,250 )
      2,647
      (12 )
                   3
      (10,584 )
      1,157

      12,033
      (44,007 )

    Adjustments
    to reconcile net income net cash used in operating activities:

      -

    Depreciation
    of property, plant and equipment

      0

      61

      61

    Share-based
    compensation
      34,473

      34,473

    Allowance
    for doubtful accounts - accounts receivable

      963

      963.00

    Allowance
    for doubtful accounts - other receivable

      269

      269.00

    Loss
    on acquisition

      -

    Income
    from disposal of discontinued operations

      -

    Inventory

      (96,071 )

      (96,071 )

    Changes
    in operating assets and liabilities

    Accounts
    receivable
      -

      (15,933 )

      (15,933 )

    Other
    receivables
      (9,522 )
      (99,516 )

      (595 )
      (16,228 )

      (125,862 )

    Inter-company
    account
      (99,132 )
      128,855
      (311,415 )
      (1 )
      84,650
      197,044
      0

    Amount
    due from related parties

      (900 )
      (2 )

      (1,000 )
      (2,243 )

      (4,146 )

    Intangible
    assets

      (14,502 )

      (14,502 )

    Accrued
    liabilities

      3
      19,812

      19,815

    Tax
    payables

      (8,618 )

      (8,618 )

    Accounts
    payable

      11,359

      17050

      28,409

    Other
    payables
      141
      121
      47

      (307 )

      3

    Amount
    due to related parties
      15

      9
      845

      869

    Contract
    liabilities

      (415 )

      (415 )

    Lease
    liability

      (770 )

      (770 )

    Net
    cash (used in) generated from operating activities
      (123,276 )
      28,064
      (311,382 )
      2
      72,482
      96,615
      0
      12,033
      (225,462 )

    CASH
    FLOWS FROM INVESTING ACTIVITIES:

    Purchase
    of property, equipment and equipment

      (9,844 )

      (16,903 )
      (1,064 )

      (27,812 )

    Investment
    in equity
      (374,463 )
      (310,205 )

      (64,794 )
      (657 )
      750,119

      (0 )

    Proceed
    from disposals of discontinued operations
      0

    Net
    cash (used in) generated from investing activities
      (374,463 )
      (320,049 )
      -
      -
      (81,698 )
      (1,721 )

      -
      (27,812 )

    CASH
    FLOWS FROM FINANCING ACTIVITIES

    Proceed
    from share issuance, net of issuance costs
      469,618
      452,076
      315,547

      110,523
      -
      (750,119 )
      (12,033 )
      585,611

    Proceed
    from private equity placement, net of issuance costs

      -
      -

      -

    Net
    cash generated from (used in) financing activities
      469,618
      452,076
      315,547
      0
      110,523
      -
      (750,119 )
      (12,033 )
      585,611

    EFFECT
    OF EXCHANGE RATES ON CASH
      0

      (1 )

      (98 )
      2065

      1,966

    Net
    increase/(decrease), effect of exchange rate changes on cash and cash equivalent
      (28,121 )
      160,090
      4,164
      2
      101,210
      96,960
      (750,119 )
      -
      334,304

    CASH
    AND CASH EQUIVALENTTS, beginning of year
      1
      0
      0
      0
      0
      3,721

      3,722

    CASH
    AND CASH EQUIVALENTTS, end of year
      (28,120 )
      160,090
      4,164
      2
      101,210
      100,681
      (750,119 )
      -
      338,026

    Supplemental
    cash flow

    Cash
    paid for income tax

      3,480

    Purchase
    of USDT from a third party exchange platform

      6,500

    Payment
    of deposits on equipment in USDT