SecProbe.io

CORRESP
 1
 filename1.htm

 SOS Limited

 Building 6, East Seaview Park, 298 Haijing Road,
Yinzhu Street

 West Coast New District, Qingdao City, Shandong
Province 266400

 People's Republic of China

 +86-532-86617117

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 June 27, 2025

 Re:
 SOS Limited

 Registration Statement on Form F-3, as amended

 Initially filed March 14, 2025, as amended

 File No. 333-285820

 Ladies and Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, SOS Limited (the " Registrant ") hereby requests acceleration of effectiveness
of the above referenced Registration Statement so that it will become effective at 4:00 p.m. EST on June 30, 2025, or as soon as thereafter
practicable.

 Please note that we acknowledge the following:

 ● should
the Securities and Exchange Commission (the " Commission ") or the staff, acting pursuant to delegated authority, declare
the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 ● the
action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the
Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 ● the
Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.

 Sincerely,

 By:
 /s/Yandai Wang

 Name:
 Yandai Wang

 Title:
 Chief Executive Officer

 SOS Limited

 cc:
 Joan Wu, Esq.,

 Hunter Taubman Fischer & Li LLC

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 24, 2025

Yandai Wang
Chief Executive Officer
SOS Limited
Building 6, East Seaview Park
298 Haijing Road, Yinzhu Street
West Coast New District, Qingdao City
Shandong Province 266400
People s Republic of China

 Re: SOS Limited
 Registration Statement on Form F-3
 File No. 333-285820
 Filed March 14, 2025
Dear Yandai Wang:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Tonya Aldave at 202-551-3601 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Joan Wu, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
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SOS
Limited

Building
6, East Seaview Park, 298 Haijing Road, Yinzhu Street

West
Coast New District, Qingdao City, Shandong Province 266400

People’s
Republic of China

March
12, 2024

Via
Edgar

Division
of Corporation Finance

Office
of Finance

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C., 20549

    Attention:
    Todd Schiffman

    Christian Windsor

    Re:
    SOS Ltd.

    Registration Statement
    on Form F-1, as amended

    Initially Filed on December
    12, 2023

    File No. 333-276006

Ladies
and Gentlemen:

In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, SOS Limited hereby
requests that the effectiveness of the above-referenced Registration Statement on Form F-1, as amended (the “Registration
Statement”), be accelerated to and that the Registration Statement become effective at 9:00 a.m., Eastern Time, on March 13, 2024,
or as soon thereafter as practicable.

    Very truly yours,

    SOS Limited

    By:
    /s/
    Yandai Wang

    Name:
    Yandai Wang

    Title:
    Chairman of the Board and

    Chief Executive Officer

CORRESP
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March
12, 2024

Securities
and Exchange Commission

100
F. Street, NE

Washington,
D.C. 20549

    Re:
    SOS Limited

    Registration Statement on Form F-1

    File No.  333-276006

VIA
EDGAR

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended, Maxim Group LLC, as placement agent, hereby requests acceleration of the effective date of the above-referenced Registration
Statement so that it will become effective at 9:00 a.m., Washington D.C. time, on Wednesday, March 13, 2024, or as soon thereafter as
practicable.

    MAXIM GROUP
    LLC

    By:
    /s/
    Clifford A. Teller

    Name:
     Clifford A. Teller

    Title:
    Co-President

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SOS Limited

Building 6, East Seaview Park, 298 Haijing Road,
Yinzhu Street

West Coast New District, Qingdao City, Shandong
Province 266400

People’s Republic of China

March 11, 2024

Via Edgar

Division of Corporation Finance

Office of Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Todd Schiffman

    Christian Windsor

    Re:
    SOS Ltd.

    Registration Statement on Form F-1, as amended

    Initially Filed on December 12, 2023

    File No. 333-276006

Ladies and Gentlemen:

On March 7, 2024, we, as the representative of SOS Ltd, filed a letter
with the U.S. Securities and Exchange Commission via EDGAR requesting, pursuant to Rule 461 under the Securities Act of 1933, as amended,
the acceleration of the effective date of the above-referenced Registration Statement so that it may be declared effective at 9:00a.m.,
Eastern Time, on March 11, 2024, or as soon thereafter as practicable. We are no longer requesting that such Registration Statement be
declared effective at this specific date and time and we hereby formally withdraw such request for acceleration.

    Very truly yours,

    SOS Limited

    By:
    /s/ Yandai Wang

    Name:
    Yandai Wang

    Title:
    Chairman of the Board and Chief Executive Officer

CORRESP
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March
11, 2024

Division
of Corporation Finance

Office
of Finance

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C., 20549

    Attention:
    Todd Schiffman

    Christian Windsor

    Re:
    SOS Ltd.

    Registration Statement
    on Form F-1, as amended

    Initially Filed on December
    12, 2023

    File No. 333-276006

VIA
EDGAR

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended, Maxim Group LLC, as placement agent, on March 7, 2024 requested acceleration of the effective date of the above-referenced Registration
Statement so that it will become effective at 9:00 a.m., Washington D.C. time, on Monday, March 11, 2024, or as soon thereafter as practicable.
We are no longer requesting that such Registration Statement be declared effective at this specific date and time and we hereby formally
withdraw such request for acceleration.

    MAXIM GROUP LLC

    By:
    /s/ Clifford A. Teller

    Name:
    Clifford A. Teller

    Title:
    Co-President

CORRESP
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March 8, 2024

Securities and Exchange Commission

100 F. Street, NE

Washington, D.C. 20549

    Re:
    SOS Limited

    Registration Statement on Form F-1

    File No.  333-276006

VIA EDGAR

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities
and Exchange Commission under the Securities Act of 1933, as amended, Maxim Group LLC, as placement agent, hereby requests acceleration
of the effective date of the above-referenced Registration Statement so that it will become effective at 9:00 a.m., Washington D.C. time,
on Monday, March 11, 2024, or as soon thereafter as practicable.

    MAXIM GROUP LLC

    By:
    /s/ Clifford A. Teller

    Name: Clifford A. Teller

    Title: Co-President

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 266400

People’s Republic of China

March 8, 2024

Via Edgar

Division of Corporation Finance

Office of Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Todd Schiffman

    Christian Windsor

    Re:
    SOS Ltd.

    Registration Statement on Form F-1, as amended

    Initially Filed on December 12, 2023

    File No. 333-276006

Ladies and Gentlemen:

In accordance with Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended, SOS Limited hereby requests that the effectiveness of the above-referenced Registration
Statement on Form F-1, as amended (the “Registration Statement”), be accelerated to and that the Registration Statement
become effective at 9:00 a.m., Eastern Time, on March 11, 2024, or as soon thereafter as practicable.

    Very truly yours,

    SOS Limited

    By:
    /s/ Yandai Wang

    Name:
    Yandai Wang

    Title:
    Chairman of the Board and

Chief Executive Officer

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 20, 2024

VIA EDGAR

Todd Schiffman

Christian Windsor

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

    Amendment No. 1 to Form F-1 filed January 23,
    2024

    File No. 333-276006

Dear Mr. Schiffman and Mr. Windsor:

SOS Limited (the “Company”,
“SOS,” “we”, “us” or “our”) hereby transmits its response
to the letter received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”),
dated January 30, 2024 regarding our Form F-1/A previously submitted on January 23, 2024 (the “Form F-1”). For ease
of reference, we have repeated the Commission’s comments in this response and numbered them accordingly. An amendment no. 2 to the
Company’s registration statement on Form F-1 (the “Amendment”) is being filed to accompany this letter.

Amendment No. 1 to Form F-1 filed January 23, 2024

Cover Page

    1.
    We reissue Comment 1 in part. State whether any transfers of any type have been made to date between the holding company and its subsidiaries.

Response: In response to the Staff’s
comment, we revised our disclosure on the cover page.

Risks Related to Doing Business in China, page 3

    2.
    We reissue Comment 4 in part. Please discuss the risk that the Chinese government may exert more control over offerings conducted overseas which could result in a material change in the value of the securities you are registering for sale. Acknowledge any risks that any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. We note that you added this disclosure on page 31 but not in this section.

Response: In response to the Staff’s
comment, we have revised our disclosure on page 3 accordingly.

    3.
    We note your revised disclosure on page 48 in response to comment no. 5. Please revise this section to provide similar disclosure.

Response: In response to the Staff’s
comment, we have revised our disclosure on page 4 accordingly.

Cash and Asset Flows through Our Organization,
page 9

    4.
    We reissue comment 6. We requested that you address more than just dividends and distributions which you reference in the first sentence on page 9. Our comment asked you to quantify any cash flows and transfers of other assets by type that have occurred between the holding company and its subsidiaries, and the direction of transfer. Please revise or clarify that there have not been any other transfers, sales or other transactions between your subsidiaries. If the dividends and distributions referenced in your revised disclosure are the only inter party transfers, confirm that in your response to this comment.

Response: In response to the Staff’s
comment, we have revised our disclosure on page 9 accordingly.

We thank the Staff for its
review of the foregoing. If you have further comments, we ask that you forward them by electronic mail to our counsel, Joan Wu at jwu@htflawyers.com
or by telephone at 212-530-2208.

[Signature page follows]

    Very truly yours,

    /s/ Yandai Wang

    Yandai Wang

Chief Executive Officer

    cc:
    Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
January 30, 2024
Steven Lee
Chief Financial Officer
SOS Ltd
Building 6, East Seaview Park, 298 Haijing Road, Yinzhu Street
West Coast New District, Qingdao City, Shandong Province 266400
People’s Republic of China
Re:SOS Ltd
Amendment No. 1 to Form F-1 filed January 23, 2024
File No. 333-276006
Dear Steven Lee:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 1 to Form F-1
Cover Page
1.We reissue Comment 1 in part. State whether any transfers of any type have been made to
date between the holding company and its subsidiaries.
Risks Related to Doing Business in China, page 3
2.We reissue Comment 4 in part. Please discuss the risk that the Chinese government may
exert more control over offerings conducted overseas which could result in a material
change in the value of the securities you are registering for sale. Acknowledge any risks
that any actions by the Chinese government to exert more oversight and control over
offerings that are conducted overseas and/or foreign investment in China-based issuers
could significantly limit or completely hinder your ability to offer or continue to offer
securities to investors and cause the value of such securities to significantly decline or be
worthless.  We note that you added this disclosure on page 31 but not in this section.

 FirstName LastNameSteven Lee
 Comapany NameSOS Ltd
 January 30, 2024 Page 2
 FirstName LastName
Steven Lee
SOS Ltd
January 30, 2024
Page 2

3.We note your revised disclosure on page 48 in response to comment no. 5. Please revise
this section to provide similar disclosure.
Cash and Asset Flows through Our Organization, page 9
4.We reissue comment 6. We requested that you address more than just dividends and
distributions which you reference in the first sentence on page 9. Our comment asked you
to quantify any cash flows and transfers of other assets by type that have occurred
between the holding company and its subsidiaries, and the direction of transfer.  Please
revise or clarify that there have not been any other transfers, sales or other transactions
between your subsidiaries.  If the dividends and distributions referenced in your revised
disclosure are the only inter party transfers, confirm that in your response to this
comment.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Todd Schiffman at 202-551-3491 or Christian Windsor at 202-551-3419
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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

January 23, 2024

VIA EDGAR

Todd Schiffman

Christian Windsor

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 F-1 filed December 12, 2023

    File No. 333-276006

Dear Mr. Schiffman and Mr. Windsor:

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 January 4, 2024 regarding our Form F-1 previously submitted on December 12, 2023 (the “Form F-1”). For ease of
reference, we have repeated the Commission’s comments in this response and numbered them accordingly. An amendment to the Company’s
registration statement on Form F-1 (the “Amendment”) is being filed to accompany this letter.

Form F-1 filed December 12, 2023

Cover Page

1. Provide
a description of how cash is transferred through your organization. State whether any transfers, dividends, or distributions have been
made to date between the holding company and its subsidiaries, or to investors, and quantify the amounts where applicable. Provide cross-references
to the consolidated financial statements.

Response: In response to the Staff’s
comment, we revised our disclosure on the cover page.

    2.
    Tell us whether any investors have entered into agreements to purchase securities in this offering.

Response: In response to the Staff’s
comment, we respectfully advise the Staff that no investors have entered into the agreements to purchase securities in this offering as
of the date of this Amendment.

About this Prospectus, page ii

    3.
    Reference is made to the last sentence on page ii and the eighth bullet on page iii. Clearly disclose how you will refer to the holding company, subsidiaries and other entities when providing the disclosure throughout the document so that it is clear to investors which entity the disclosure is referencing and which subsidiaries or entities are conducting the business operations. Refrain from using terms such as “we” or “our” when describing activities or functions of subsidiaries.

Response: In response to the Staff’s
comment, we revised our disclosure on page ii, page iii and throughout this prospectus to clarify (i) which entity the disclosure is referencing,
and which subsidiaries are conducting our business operations and (ii) the entity (including the domicile) in which investors are purchasing
their interest. The Company acknowledges the Staff’s comment and respectfully advises the Staff that in its future filings, the
Company will refrain from using such terms as noted in the Staff’s comment.

Prospectus Summary

Summary of Risk Factors

Risks Related to Doing Business in China, page 3

    4.
    In your summary of risk factors, we note your disclosure of some of the risks that your corporate structure and being based in or having the majority of the company’s operations in China poses to investors. Specifically discuss risks arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice; and the risk that the Chinese government may intervene or influence your operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China- based issuers, which could result in a material change in your operations and/or the value of the securities you are registering for sale. Acknowledge any risks that any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

Response: In response to the Staff’s
comment, we have revised our disclosure on pages 3, 31 and 37 accordingly.

    5.
    State affirmatively whether you have received all requisite permissions or approvals and whether any permissions or approvals have been denied. Please also describe the consequences to you and your investors if you, your subsidiaries: (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and you are required to obtain such permissions or approvals in the future.

Response: In response to the Staff’s
comment, we have revised our disclosure on page 48 accordingly.

    2

Cash and Asset Flows through Our Organization,
page 8

    6.
    In the final paragraph on page 8, quantify any cash flows and transfers of other assets by type that have occurred between the holding company and its subsidiaries, and the direction of transfer.

Response: In response to the Staff’s
comment, we have revised our disclosure on page 9 accordingly.

Risk Factors

In light of recent events indicating greater oversight by the CAC, over data security..., page 31

    7.

    Reference is made to the penultimate paragraph
on page 32. Please revise your disclosure to explain how this oversight impacts your offering and to what extent you believe that you
are compliant with such regulation.

Response: In response to the Staff’s
comment, we have revised our disclosure on page 35 accordingly.

Company History and Structure, page 60

    8.
    Reference is made to the third paragraph on page 60 and elsewhere in the prospectus where you state, “As of the date of this prospectus, our current corporate structure does not contain any VIE in mainland China and neither we nor our subsidiaries has intention establishing any VIEs in mainland China in the future.” We note in the second paragraph on page 60 you state that you own YBT, “which controls its variable interest entity, SOS Information Technology Co., Ltd (“SOS Information”).” We also note from the second paragraph on page 61 that SOS Information Technology Co., Ltd. appears to have been sold. Finally, we note the final paragraph on page 8 where you refer to VIE agreements. Please reconcile the disclosure throughout the prospectus and confirm that the company’s subsidiaries do not operate through VIE contracts. Revise your disclosure, in this section and throughout, to discuss all instances where you rely on contractual relationships or variable interests to exert control over your operating subsidiaries in mainland China, or in Hong Kong. Make conforming changes to your disclosure in the forepart.

Response: In response to the Staff’s
comment, we revised our disclosure on pages 2, 8, and 65 accordingly.

We thank the Staff for its
review of the foregoing. If you have further comments, we ask that you forward them by electronic mail to our counsel, Joan Wu at jwu@htflawyers.com
or by telephone at 212-530-2208.

[Signature page follows]

    3

    Very truly yours,

    /s/ Yandai Wang

    Yandai Wang

Chief Executive Officer

    cc:
    Hunter Taubman Fischer & Li LLC

4

United States securities and exchange commission logo
January 4, 2024
Steven Lee
Chief Financial Officer
SOS Ltd
Building 6, East Seaview Park, 298 Haijing Road, Yinzhu Street
West Coast New District, Qingdao City, Shandong Province 266400
People’s Republic of China
Re:SOS Ltd
Form F-1 filed December 12, 2023
File No. 333-276006
Dear Steven Lee:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Form F-1 filed December 12, 2023
Cover Page
1.Provide a description of how cash is transferred through your organization. State whether
any transfers, dividends, or distributions have been made to date between the holding
company and its subsidiaries, or to investors, and quantify the amounts where applicable.
Provide cross-references to the consolidated financial statements.
2.Tell us whether any investors have entered into agreements to purchase securities in this
offering.
About this Prospectus, page ii
3.Reference is made to the last sentence on page ii and the eighth bullet on page iii. Clearly
disclose how you will refer to the holding company, subsidiaries and other entities when
providing the disclosure throughout the document so that it is clear to investors which

 FirstName LastNameSteven Lee
 Comapany NameSOS Ltd
 January 4, 2024 Page 2
 FirstName LastNameSteven Lee
SOS Ltd
January 4, 2024
Page 2
entity the disclosure is referencing and which subsidiaries or entities are conducting the
business operations. Refrain from using terms such as “we” or “our” when describing
activities or functions of subsidiaries.
Prospectus Summary
Summary of Risk Factors
Risks Related to Doing Business in China, page 3
4.In your summary of risk factors, we note your disclosure of some of the risks that your
corporate structure and being based in or having the majority of the company’s operations
in China poses to investors.  Specifically discuss risks arising from the legal system in
China, including risks and uncertainties regarding the enforcement of laws and that rules
and regulations in China can change quickly with little advance notice; and the risk that
the Chinese government may intervene or influence your operations at any time, or may
exert more control over offerings conducted overseas and/or foreign investment in China-
based issuers, which could result in a material change in your operations and/or the value
of the securities you are registering for sale. Acknowledge any risks that any actions by
the Chinese government to exert more oversight and control over offerings that are
conducted overseas and/or foreign investment in China-based issuers could significantly
limit or completely hinder your ability to offer or continue to offer securities to investors
and cause the value of such securities to significantly decline or be worthless.

5.State affirmatively whether you have received all requisite permissions or approvals and
whether any permissions or approvals have been denied. Please also describe the
consequences to you and your investors if you, your subsidiaries: (i) do not receive or
maintain such permissions or approvals, (ii) inadvertently conclude that such permissions
or approvals are not required, or (iii) applicable laws, regulations, or interpretations
change and you are required to obtain such permissions or approvals in the future.
Cash and Asset Flows through Our Organization, page 8
6.In the final paragraph on page 8, quantify any cash flows and transfers of other assets by
type that have occurred between the holding company and its subsidiaries, and
the direction of transfer.
Risk Factors
In light of recent events indicating greater oversight by the CAC, over data security..., page 31
7.Reference is made to the penultimate paragraph on page 32.  Please revise your disclosure
to explain how this oversight impacts your offering and to what extent you believe that
you are compliant with such regulation.
Company History and Structure, page 60
8.Reference is made to the third paragraph on page 60 and elsewhere in the

 FirstName LastNameSteven Lee
 Comapany NameSOS Ltd
 January 4, 2024 Page 3
 FirstName LastName
Steven Lee
SOS Ltd
January 4, 2024
Page 3
prospectus where you state, "As of the date of this prospectus, our current corporate
structure does not contain any VIE in mainland China and neither we nor our subsidiaries
has intention establishing any VIEs in mainland China in the future."  We note in the
second paragraph on page 60 you state that you own YBT, "which controls its variable
interest entity, SOS Information Technology Co., Ltd (“SOS Information”)." We also note
from the second paragraph on page 61 that SOS Information Technology Co.,
Ltd. appears to have been sold. Finally, we note the final paragraph on page 8 where you
refer to VIE agreements. Please reconcile the disclosure throughout the prospectus and
confirm that the company's subsidiaries do not operate through VIE contracts.  Revise
your disclosure, in this section and throughout, to discuss all instances where you rely on
contractual relationships or variable interests to exert control over your operating
subsidiaries in mainland China, or in Hong Kong.  Make conforming changes to your
disclosure in the forepart.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Todd Schiffman at 202-551-3491 or Christian Windsor at 202-551-3419
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance

United States securities and exchange commission logo
April 28, 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 completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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filename1.htm

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

CORRESP
1
filename1.htm

April 7, 2023

VIA EDGAR SUBMISSION

Ms. Michelle Miller

Division of Corporation Finance

Office of Finance

United States Securities and Exchange Commission

Washington D.C. 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

                                            File No. 001-38051

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

                                            Filed May 2, 2022

Dear Ms. Miller:

We are in receipt of
your comment letter (the “Comment Letter”) dated February 21, 2023, regarding the above referenced filings of SOS
Limited (the “Company”).

The Company is working
diligently to respond to the Staff’s comments. As discussed with Ms. Miller, the Company respectfully requests an additional extension
until April 10, 2023 to respond to the Comment Letter.

We appreciate the Staff’s
assistance in this matter. Should you have any questions that require further information, please feel free to contact our counsel, Joan
Wu, Esq., of Hunter Taubman Fischer & Li LLC by phone at (212) 530-2208 or email at jwu@htflawyers.com.

Thank you for your
consideration of our request.

    Very truly yours,

    /s/ Yandai
Wang

    Yandai
Wang
Chief Executive Officer

cc:  Joan Wu Hunter Taubman Fischer & Li LLC

Charles Tan Hunter Taubman Fischer & Li LLC

CORRESP
1
filename1.htm

March 27, 2023

VIA EDGAR SUBMISSION

Ms. Michelle Miller

Division of Corporation Finance

Office of Finance

United States Securities and Exchange Commission

Washington D.C. 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

File No. 001-38051

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

Filed May 2, 2022

Dear Ms. Miller:

We are in receipt of your comment letter (the
“Comment Letter”) dated February 21, 2023, regarding the above referenced filings of SOS Limited (the “Company”).

The Company is working diligently to respond to
the Staff’s comments. As discussed with Ms. Miller, the Company respectfully requests an additional extension until March 31, 2023
to respond to the Comment Letter.

We appreciate the Staff’s assistance in
this matter. Should you have any questions that require further information, please feel free to contact our counsel, Joan Wu, Esq., of
Hunter Taubman Fischer & Li LLC by phone at (212) 530-2208 or email at jwu@htflawyers.com.

Thank you for your consideration of our request.

    Very truly yours,

    /s/ Yandai Wang

    Yandai Wang

    Chief Executive Officer

 cc: Joan Wu Hunter Taubman Fischer & Li LLC

Charles Tan Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
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

CORRESP
1
filename1.htm

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

CORRESP
1
filename1.htm

January 30, 2023

VIA EDGAR SUBMISSION

Ms. Michelle Miller

Division of Corporation Finance

Office of Finance

United States Securities and Exchange Commission

Washington D.C. 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

File No. 001-38051

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

Filed May 2, 2022

Dear Ms. Miller:

We are in receipt of
your comment letter (the “Comment Letter”) dated December 21, 2022, regarding the above referenced filings of SOS
Limited (the “Company”).

The Company is working
diligently to respond to the Staff’s comments. As discussed with Ms. Miller, the Company respectfully requests an additional extension
until February 3, 2023 to respond to the Comment Letter.

We appreciate the Staff’s
assistance in this matter. Should you have any questions that require further information, please feel free to contact our counsel, Joan
Wu, Esq., of Hunter Taubman Fischer & Li LLC by phone at (212) 530-2208 or email at jwu@htflawyers.com.

Thank you for your
consideration of our request.

  Very
truly yours,

/s/
Yandai Wang

Yandai Wang

Chief Executive Officer

cc:  Joan Wu Hunter Taubman Fischer & Li LLC

Charles Tan Hunter Taubman
Fischer & Li LLC

United States securities and exchange commission logo
December 21, 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
Form 20-F for the fiscal period ending December 31, 2021
Filed May 2, 2022
Dear Yandai Wang:
            We have reviewed your December 13, 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
October 20, 2022 letter.

 FirstName LastNameYandai  Wang
 Comapany NameSOS Limited
 December 21, 2022 Page 2
 FirstName LastNameYandai  Wang
SOS Limited
December 21, 2022
Page 2
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 disclosures.
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 disclosures.
3.We note your response to prior comment 4.  As requested, please conform your reference
and identification of VIE(s) throughout your disclosures.

•For example, we note on page 6 that you disclose “Subsidiaries inside China” refers

 FirstName LastNameYandai  Wang
 Comapany NameSOS Limited
 December 21, 2022 Page 3
 FirstName LastNameYandai  Wang
SOS Limited
December 21, 2022
Page 3
to the VIE’s subsidiaries, includingoSOS Information Technology Co.,Ltd (“SOSIT”),
oInner Mongolia SOS Insurance Agency Co., Ltd (“IMSOS”);
oDirectly owned subsidiaries including SOS International Trading Co., Ltd
(“SOSINT”),
oQingdao SOS Investment LLP (“SOSIL”),
oQingdao SOS Digital Technologies Ltd. (“SOSDT”),
oCommon Prosperity Technology Co., Ltd. (“SOSCP”),
oSOS Ronghe Digital Technology Co., Ltd. (“SOSRD”),
oWeigou International Trading Co., Ltd (“SOSWI”),
oShuyun International Trading Co., Ltd (“SOSSI”),
oSOS Auto Service Co., Ltd. (“SOSAS”), and
oChexiaoer Technology Co., Ltd (“SOSCX”).
•Whereas on page iii you disclose your definition of variable interest entity(ies)
include:oQingdao SOS Industrial Holding Co., Ltd.,
oQingdao SOS Digital Technologies Inc.,
oSOS Information Technology Co., Ltd.,
oInner Mongolia SOS Insurance Agency Co., Ltd.,
oSOS Ronghe Digital Technology Co., Ltd. and
oSOS International Trading Co., Ltd.
oOn page F-7 you identify SOS Industrial Holdings Co., Ltd as the only VIE;
•On page F-17 you disclose that Qingdao SOS Digital Technologies Inc. (PRC) and
SOS Information Technology Col, Ltd are 100% subsidiaries of Qingdao
Enterprise Co. Ltd which is not identified in the SOS Organizational Chart or
elsewhere in your disclosures;
•In your SOS Organizational Chart you disclose that SOSRD is a 31.22% subsidiary
of SOSIT but on page F-7 you disclose SOSRD is a 69% subsidiary of SOSIT; and
•On page 4 you disclose that as of December 31, 2021 and 2020, the VIE accounted
for an aggregate of 99% and 100%, respectively, of your consolidated total
assets, 99% and 100% respectively, of your consolidated total liabilities, and 100%
and 100% respectively, of your consolidated total net revenues. However, the activity
presented on pages F-28 through F-38 reflects the substantial majority of
consolidated total assets and liabilities are held by China SOS Ltd, Subsidiaries
outside China and Subsidiaries inside China and the substantial majority of total net
revenues are attributable to Subsidiaries inside China. This is inconsistent with your
disclosures on page 55 that "as of December 31, 2021, the VIE and its subsidiaries
accounted for an aggregate of 50.4% and 76.0% of your total assets and total
liabilities, respectively. As of December 31, 2019, the VIE and its subsidiaries
accounted for an aggregate of 100% and 100% of our total assets and total liabilities,
respectively. "

Provide us with your proposed disclosures.

 FirstName LastNameYandai  Wang
 Comapany NameSOS Limited
 December 21, 2022 Page 4
 FirstName LastNameYandai  Wang
SOS Limited
December 21, 2022
Page 4
4.We note your response to prior comment 5.  Please address the following:

•Disclose PRC GAAP for the periods presented; and
•Enhance your proposed disclosure to clarify why you have not accrued any money to
the reserve fund since you recognized profits, albeit under US GAAP, in prior
periods.

Provide us with your proposed disclosures.
5.We note your response to prior comment 8 and your proposed disclosure.  Please enhance
your proposed disclosure to specifically disclose, at the onset of Item 3, the ability and or
the impact to relocate or reproduce operating activities elsewhere should operating in the
PRC become prohibitive.

Provide us with your proposed disclosures.
Item 5. Operating and Financial Review and Prospects, page 55
6.We note your response to prior comment 9 that the $197 million the VIE and its
Subsidiaries in China received as presented on page F-32 was from the Company’s wholly
owned subsidiaries Qingdao SOS Investment Management Co., Ltd. and China SOS Ltd
and your disclosure on page 55 that the Company has not provided any financial support
to the VIE and the VIE’s subsidiaries for the years ended December 31, 2021 and 2020.
We also note your disclosure on page iii, that SOS,” “we,” “us,” “our company” and “our”
refer to SOS Limited, an exempted company registered in the Cayman Islands with
limited liability, and its subsidiaries and its consolidated variable interest entities, and, in
the context of describing our operations and combined and consolidated financial
information, also include its affiliated entity and its subsidiaries.   Please address the
following:
•Revise your disclosures on page 55 to disclose any financial support provided
between SOS Ltd, China SOS Ltd, WFOE, VIE, Subsidiaries outside China and
Subsidiaries inside China for the periods presented.  For example disclose that $197
million was provided to the VIE and its Subsidiaries in China by Qingdao SOS
Investment Management Co., Ltd. (WOFE) and China SOS Ltd in 2021;
•Revise your disclosure on page 55 to remove reference to “the Company’s VIE” with
“the VIE” to reflect the contractual nature of your VIE relationship; and
•Tell us and revise your disclosures on page F-32, to explain how proceeds from share
issuance, net of issuance costs resulted negative cash flows of $40.4 million for
Subsidiaries in China for the year ended December 31, 2021.

Provide us with your proposed disclosures.
Form 6-K filed November 8, 2022
Disposition Agreement, page 1

 FirstName LastNameYandai  Wang
 Comapany NameSOS Limited
 December 21, 2022 Page 5
 FirstName LastName
Yandai  Wang
SOS Limited
December 21, 2022
Page 5
7.We note the Disposition Agreement of November 2, 2022, between SOS Limited (the
“Company”), S International Group Limited (“S International”), a British Virgin Islands
company and the Company’s wholly owned subsidiary, and S International Holdings
Limited, a Cayman Islands exempt company (the “Purchaser”). Please tell us why S
International is not reflected in the SOS Organization Chart disclosed in the SOS Ltd.
2021 20-F or your correspondence of December 13, 2022.
            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

CORRESP
1
filename1.htm

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

December
13, 2022

VIA
EDGAR

Michelle
Miller

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 October 20, 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 disclosure that “China” or the “PRC” refers to the People’s
                                            Republic of China, excluding, for the purposes of your annual report only, Hong Kong and
                                            Macau, your primary reference to China and or the PRC in your risk factors with regard to
                                            operating, regulatory, legal, and governmental authorities and the flow of capital contributions/loans
                                            and or dividends/distributions through China SOS Limited, your wholly-owned subsidiary located
                                            in Hong Kong, and your PRC subsidiaries and the consolidated VIEs as reflected in your diagram
                                            on page 11. Please address the following:

 ● Either
                                            remove the exclusion of Hong Kong and Macau from your definition of China or the PRC and
                                            clarify that the same legal and operational risks associated with operations in China also
                                            apply to operation in Hong Kong or disclose how any regulatory actions related to data security
                                            or anti-monopoly concerns in Hong Kong or Macau have or may impact the company’s ability
                                            to conduct its business, accept foreign investments, or list on a U.S. or foreign exchange.

 ● 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.

 ● Expand
                                            your “Enforceability of Civil Liability” discussion to address enforceability
                                            of civil liabilities in Hong Kong and Macau.

Provide
us with your proposed disclosure.

Response:
In response to the Staff’s comment, please see the revised disclosure below.

 ● “China”
                                            or the “PRC” refers to the People’s Republic of China, excluding, for the
                                            purposes of this annual report only, Taiwan;

Part
1, page 1

 2. We
                                            note your response and revised disclosures in the 2021 Form 20-F in response to prior comment
                                            1. Please address the following:

 ● Revise
                                            references of “our VIE”, “the Company’s VIE” and “our
                                            VIE agreements” on pages 1, 3, 7, 26, 27, 30, 36 and 55 to “the VIE(s)”
                                            to reflect the contractual nature of the VIE agreements.

 ● Remove
                                            your disclosures on pages 1, 2 and 26 that “the assets and liabilities of the VIE are
                                            treated as our assets and liabilities and the results of operations of the VIE are treated
                                            in all aspects as if they were the results of our operations” and “under generally
                                            accepted accounting principles in the United States (“U.S. GAAP”), the assets
                                            and liabilities of the VIE are treated as our assets and liabilities and the results of operations
                                            of the VIE are treated in all aspects as if they were the results of our operations”
                                            and instead disclose the conditions you satisfied for consolidation of the VIE under U.S.
                                            GAAP.

Provide
us with your proposed disclosure.

Response:
In response to the Staff’s comment, please see the revised disclosure below.

 ● Page
                                            1 - The VIE Agreements may not be effective in providing control over the VIE.

 ● Page
                                            3 - The VIE Agreements may not be effective in providing control over the VIE.

 ● Page
                                            7 - Our ADSs are shares of our Cayman Islands holding company instead of shares of the VIE
                                            in China.

 ● Page
                                            26 - Because of the practical restrictions on direct foreign equity ownership imposed by
                                            provincial government authorities, we must rely on contractual rights through the VIE structure
                                            to effect control over and management of the VIE, which exposes us to the risk of potential
                                            breach of contract by the shareholders of the VIE.

 ● Page
                                            27 - If the PRC courts or regulatory authorities determine that our contractual arrangements
                                            are in violation of applicable PRC laws, rules or regulations, the VIE Agreements will become
                                            invalid or unenforceable, and the VIE will not be treated as VIE entities and we will not
                                            be entitled to treat the VIE’s assets, liabilities and results of operations as our
                                            assets, liabilities and results of operations, which could effectively eliminate the assets,
                                            revenue and net income of the VIE from our balance sheet, which would most likely require
                                            us to cease conducting our business and would result in the delisting of our ADSs from the
                                            New York Stock Exchange and a significant impairment in the market value of our ADSs.

 ● Page
                                            27 - As all of the VIE Agreements with the VIE are governed by the PRC laws and provide for
                                            the resolution of disputes through arbitration in the PRC, they would be interpreted in accordance
                                            with PRC law and any disputes would be resolved in accordance with PRC legal procedures.

 ● Page
                                            30 - In any of these cases, it will be uncertain whether the VIE Agreements will be deemed
                                            to be in violation of the market access requirements for foreign investment under the PRC
                                            laws and regulations.

 ● Page
                                            36 - In addition, the PRC tax authorities may require us to adjust our taxable income under
                                            the contractual arrangements our WFOEs currently have in place with the VIEs in a manner
                                            that would materially and adversely affect their ability to pay dividends and other distributions
                                            to us.

      2

 ● Page
                                            55 - Total assets and liabilities presented on the Company’s consolidated balance sheets
                                            and revenue, expense, net income presented on consolidated statement of operations and comprehensive
                                            income as well as the cash flow from operating, investing and financing activities presented
                                            on the consolidated statement of cash flows are substantially the financial position, operation
                                            and cash flow of the VIE and the VIE’s subsidiaries.

We
are a Cayman Islands holding company conducting a portion of our operations in China through Qingdao SOS Industrial Holding Co., Ltd.,
a variable interest entity (“VIE”), and its subsidiaries. Investors of our ADSs are not investing in the VIE. Neither we
nor our subsidiaries own any share in the VIE. Instead, for accounting purposes, we control and receive the economic benefits of the
VIE’s business operation through a series of contractual arrangements, also known as VIE Agreements, dated May 14, 2020, which
enables us to consolidate the financial results of the VIE and its subsidiaries in our consolidated financial statements under U.S. GAAP.
The consolidation of the VIEs under U.S. GAAP are limited to the following conditions that we have met: (i) we controls the VIE through
power to govern the activities which most significantly impact the VIE’s economic performance, (ii) We are contractually obligated
to absorb losses of the VIE that could potentially be significant to the VIE, and (iii) we are entitled to receive benefits from the
VIE that could potentially be significant to the VIE. Only if we meet the aforementioned conditions for consolidation of the VIE under
U.S. GAAP, will we be deemed as the primary beneficiary of the VIE, and the VIE will be treated as our consolidated affiliated entities
for accounting purposes.

 3. Please
                                            enhance your disclosure at the onset of Part 1 to disclose that uncertainty with regard to
                                            the PRC regulatory environment could cause the value of your ADS to significantly decline
                                            in value or become worthless. Provide us with your proposed disclosure.

Response:
In response to the Staff’s comment, please see the revised disclosure below.

Uncertainties
in the PRC legal system and the interpretation and enforcement of PRC laws and regulations could limit the legal protections available
to you and us, hinder our ability and the ability of any holder of our securities to offer or continue to offer such securities, result
in a material adverse change to our business operations, and damage our reputation, which would materially and adversely affect our financial
condition and results of operations and cause our ADSs to significantly decline in value or become worthless.

Item
3. Key Information, page 2

 4. We
                                            note your response prior comment 2 and your proposed enhanced disclosures. 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.

Clarify
the legal entity of “the operating entity in China” in the related SOS Organization Chart diagram disclosures and reflect
with an arrow from and to, the ability to pay dividends and other distributions of equity as well as consulting and service fees.

 ● You
                                            disclose that subsidiaries inside China refers to the VIE’s subsidiaries, including
                                            SOS Information Technology Co., Ltd (“SOSIT”), Inner Mongolia SOS Insurance Agency
                                            Co., Ltd (“IMSOS”); and directly owned subsidiaries including SOS International
                                            Trading Co., Ltd (“SOSINT”), Qingdao SOS Investment LLP (“SOSIL”),
                                            Qingdao SOS Digital Technologies Ltd. (“SOSDT”), Common Prosperity Technology
                                            Co., Ltd. (“SOSCP”), SOS Ronghe Digital Technology Co., Ltd. (“SOSRD”),
                                            Weigou International Trading Co., Ltd (“SOSWI”), Shuyun International Trading
                                            Co., Ltd (“SOSSI”), SOS Auto Service Co., Ltd. (“SOSAS”), and Chexiaoer
                                            Technology Co., Ltd (“SOSCX”). Please reconcile this disclosure to your definition
                                            of variable interest entity(ies) on page iii, to your disclosures on page F-7 of entities,
                                            legal structure and or contractual relationship, including that SOSRD is a 31.22% subsidiary
                                            of SOSIT versus the 69% how Qingdao Enterprise Co. Ltd is reflected on page 4, to your related
                                            disclosures beginning on page F-28.

      3

 ● Clarify
                                            your disclosures that as of December 31, 2021 and 2020, the VIE accounted for an aggregate
                                            of 99% and 100%, respectively, of your consolidated total assets, 99% and 100% respectively,
                                            of your consolidated total liabilities, and 100% and 100% respectively, of your consolidated
                                            total net revenues since your consolidating financial schedules on pages F-30 through F-38
                                            and the VIE column reflect immaterial activity for the periods presented.

 ● 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 through F-38.

 ● Disclose
                                            a roll-forward 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 outsid

United States securities and exchange commission logo
October 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
Form 20-F for the fiscal period ending December 31, 2021
Filed May 2, 2022
Dear Yandai Wang:
            We have reviewed your July 1, 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
January 7, 2022 letter.

 FirstName LastNameYandai  Wang
 Comapany NameSOS Limited
 October 20, 2022 Page 2
 FirstName LastName
Yandai  Wang
SOS Limited
October 20, 2022
Page 2
Form 20-F for the fiscal period ending December 31, 2021
Introduction, page iii
1.We note your disclosure that “China” or the “PRC” refers to the People’s Republic of
China, excluding, for the purposes of your annual report only, Hong Kong and Macau,
your primary reference to China and or the PRC in your risk factors with regard to
operating, regulatory, legal, and governmental authorities and the flow of capital
contributions/loans and or dividends/distributions through China SOS Limited, your
wholly-owned subsidiary located in Hong Kong, and your PRC subsidiaries and the
consolidated VIEs as reflected in your diagram on page 11. Please address the following:

•Either remove the exclusion of Hong Kong and Macau from your definition of China
or the PRC and clarify that the same legal and operational risks associated with
operations in China also apply to operation in Hong Kong or disclose how any
regulatory actions related to data security or anti-monopoly concerns in Hong Kong
or Macau have or may impact the company’s ability to conduct its business, accept
foreign investments, or list on a U.S. or foreign exchange.
•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.
•Expand your “Enforceability of Civil Liability” discussion to address enforceability
of civil liabilities in Hong Kong and Macau.

Provide us with your proposed disclosure.
Part 1, page 1
2.We note your response and revised disclosures in the 2021 Form 20-F in response to prior
comment 1.   Please address the following:

•Revise references of "our VIE", "the Company's VIE" and "our VIE agreements" on
pages 1, 3, 7, 26, 27, 30, 36 and 55 to "the VIE(s)" to reflect the contractual nature of
the VIE agreements.
•Remove your disclosures on pages 1, 2 and 26 that "the assets and liabilities of the
VIE are treated as our assets and liabilities and the results of operations of the VIE
are treated in all aspects as if they were the results of our operations" and "under
generally accepted accounting principles in the United States (“U.S. GAAP”), the
assets and liabilities of the VIE are treated as our assets and liabilities and the results
of operations of the VIE are treated in all aspects as if they were the results of our
operations" and instead disclose the conditions you satisfied for consolidation of the
VIE under U.S. GAAP.

Provide us with your proposed disclosure.

 FirstName LastNameYandai  Wang
 Comapany NameSOS Limited
 October 20, 2022 Page 3
 FirstName LastNameYandai  Wang
SOS Limited
October 20, 2022
Page 3
3.Please enhance your disclosure at the onset of Part 1 to disclose that uncertainty with
regard to the PRC regulatory environment could cause the value of your ADS to
significantly decline in value or become worthless. Provide us with your proposed
disclosure.
Item 3. Key Information, page 2
4.We note your response prior comment 2 and your proposed enhanced disclosures.  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.
•Clarify the legal entity of "the operating entity in China" in the related SOS
Organization Chart diagram disclosures and reflect with an arrow from and to, the
ability to pay dividends and other distributions of equity as well as consulting and
service fees.
•You disclose that subsidiaries inside China refers to the VIE’s subsidiaries, including
SOS Information Technology Co.,Ltd (“SOSIT”), Inner Mongolia SOS Insurance
Agency Co., Ltd (“IMSOS”); and directly owned subsidiaries including SOS
International Trading Co., Ltd (“SOSINT”), Qingdao SOS Investment LLP
(“SOSIL”), Qingdao SOS Digital Technologies Ltd. (“SOSDT”), Common
Prosperity Technology Co., Ltd. (“SOSCP”), SOS Ronghe Digital Technology Co.,
Ltd. (“SOSRD”), Weigou International Trading Co., Ltd (“SOSWI”), Shuyun
International Trading Co., Ltd (“SOSSI”), SOS Auto Service Co., Ltd. (“SOSAS”),
and Chexiaoer Technology Co., Ltd (“SOSCX”).    Please reconcile this disclosure to
your definition of variable interest entity(ies) on page iii, to your disclosures on page
F-7 of entities, legal structure and or contractual relationship, including
that SOSRD is a 31.22% subsidiary of SOSIT versus the 69% how Qingdao
Enterprise Co. Ltd is reflected on page 4, to your related disclosures beginning on
page F-28.
•Clarify your disclosures that as of December 31, 2021 and 2020, the VIE accounted
for an aggregate of 99% and 100%, respectively, of your consolidated total assets,
99% and 100% respectively, of your consolidated total liabilities, and 100% and
100% respectively, of your consolidated total net revenues since your consolidating
financial schedules on pages F-30 thru F-38 and the VIE column reflect immaterial
activity for the periods presented.
•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

 FirstName LastNameYandai  Wang
 Comapany NameSOS Limited
 October 20, 2022 Page 4
 FirstName LastName
Yandai  Wang
SOS Limited
October 20, 2022
Page 4
SOS prior to consolidation/elimination adjustments as of December 31, for the
periods presented.

Provide us with your proposed disclosure.
5.We note your disclosure on page 4, that the consolidated VIEs can only distribute
dividends upon approval of the shareholders after they have met the PRC requirements for
appropriation to the statutory reserves and until such reserves reach 50% of its registered
capital.  Please enhance your disclosures to define registered capital and disclose the
reserve requirement for the periods consistent with the consolidated financial
statements included in your Form 20-F. Provide us with your proposed disclosure.
6.In your Risk Factors Summary on page 7, please conform your summary to include all
risk factors identified in Item 3. Key Information – D. Risk Factors – “Risks Relating to
Our Corporate Structure” and “Risks Relating to Doing Business in China” and cross
reference each of these individual risks to its relevant detailed risk factor in Item
3.D. Provide us with your proposed disclosure.
7.Please revise your proposed disclosure in Item 3. to include a separate “Enforceability of
Civil Liability” section regarding the ability to impose liability on officers and directors
located in Hong Kong and China consistent with your risk factor disclosure on pages 39 of
your 2021 Form 20-F. Provide us with your proposed disclosure.
8.Please disclose at the onset of Item 3, the risk to the underlying operations of the VIE of
the ability and or impact to relocate and or reproduce operating activities elsewhere should
operating in the PRC become prohibitive. Provide us with your proposed disclosure.
Item 5. Operating and Financial Review and Prospects, page 55
9.You disclose that the Company has not provided any financial support to the VIE and the
VIE’s subsidiaries for the years ended at December 31, 2021 and 2020.  Please clarify this
disclosure based on inter-company account activity presented in the consolidating cash
flows on pages F-32, F-35 and F-38 and clarify your reference to "the Company." 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 regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

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
29, 2022

VIA
EDGAR

Michelle
Miller

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

    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 January 20, 2022 regarding our annual report on Form 20-F previously
submitted on May 5, 2021, as amended on January 7, 2022 (the “Form 20-F/A”), and our response to the Staff dated February
14, 2022 and March 10, 2022. 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, 2020

Part
1, page 1

    1.
    We
                           note your revised disclosure 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 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.

Response:
In response to the Staff’s comment, please see the revised disclosure below.

We
are a Cayman Islands holding company conducting a portion of our operations in China through Qingdao SOS Industrial Holding Co., Ltd.,
a variable interest entity (“VIE”), and its subsidiaries. Investors of our ADSs are not investing in the VIE. Neither we
nor our subsidiaries own any shares in the VIE. Instead, for accounting purposes, we control and receive the economic benefits of the
VIE’s business operation through a series of contractual arrangements, also known as VIE Agreements, dated May 14, 2020, which
enables us to consolidate the financial results of the VIE and its subsidiaries in our consolidated financial statements under U.S. GAAP.
As a result of these contractual arrangements, which have not been tested in a court of law, under generally accepted accounting principles
in the United States (“U.S. GAAP”), the assets and liabilities of the VIE are treated as our assets and liabilities and the
results of operations of the VIE are treated in all aspects as if they were the results of our operations. PRC laws, regulations, and
rules restrict and impose conditions on direct foreign investment in certain types of business, and we therefore operate these businesses
in China through the VIE. We have evaluated the guidance in Financial Accounting Standards Board Accounting Standards Codification 810
and determined that we are regarded as the primary beneficiary of the VIE for accounting purposes, as a result of our direct ownership
in WFOE and the provisions of the VIE Agreements. See “Item 3. Key Information — Contractual Agreements between WFOE and
The VIE” for a summary of these VIE Agreements.

Item
3. Key Information, page 1

 2. We
                                            note your revised disclosure 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 with entity you refer to as “Parent(s)”;

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

SOS
Ltd. (“SOS”) is referred to as the Parent, or the registrant, incorporated in the Cayman Islands.

China
SOS Ltd (“China SOS”) is incorporated in Hong Kong.

WFOE
refers to Qingdao SOS Investment Management Co., Ltd. (“WFOE”), incorporated in the PRC.

VIE
refers to Qingdao SOS Industrial Holding Co., Ltd. (“VIE”), incorporated in the PRC

Subsidiaries
outside China refers to Yong Bao Two Ltd. (“YBT”), incorporated in the British Virgin Islands, and SOS Information Technology
New York Inc. (“SOSNY”), incorporated in New York State; both YBT and SOSNY are located outside of the PRC and have only
had few and/or immaterial transactions during this period

Subsidiaries
inside China refers to the VIE’s subsidiaries, including SOS Information Technology Co., Ltd (“SOSIT”), Inner Mongolia
SOS Insurance Agency Co., Ltd (“IMSOS”) and SOS International Trading Co., Ltd (“SOSINT”). The Subsidiaries inside
China all operate within the PRC.

 ● Present
                                            the consolidation 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;

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

The
following financial information has been prepared to illustrate the consolidated financial position as of December 31, 2018, 2019
and 2020 and cash flows and profit or loss and other comprehensive income for the years ended December 31, 2018, 2019 and 2020
for (i) SOS Ltd; (ii) China SOS Ltd.; (iii) WFOE; (iv) VIE; (v) other subsidiaries. The financial information
of SOS Ltd. has been extracted from: SOS Ltd’ audited consolidated statements of financial position as of December 31, 2018, 2019
and 2020, and the related consolidated statements of profit or loss and other comprehensive income and cash flows for each of the years
in the three-year period ended December 31, 2018, 2020 and the related notes, included elsewhere in this annual report.

    2

Condensed
consolidated balance sheet as of December 31, 2020

Condensed Consolidated Balance Sheet

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

    31-Dec-20

         Subsidiaries

    Subsidiaries

    Subsidiaries

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

    Inside
    China
    SOS
    Ltd.

    SOS
    Ltd.
    China
    SOS Ltd.
    WFOE
    VIE
    Outside
    China

    Inside
    China
    Adjustement(a)
    Adjustment(b)
    Adjustment
    Adjustment
    (d)
    Adjustment
    elimination
    (c)   Adjustment

    Adjustment
    (e)
    Consolidated
    total

    US$
    US$
    US$
    US$
    US$

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

    US$
    US$

    ASSETS

    Current assets:

    Cash
    and cash equivlaents
      1
      268
      3,304
      2

      148

      3,722

    Accounts
    receivable,net
      -
      -
      -
      -

      10,235

      10,235

    Other
    receivables - net
      102
      -
      100

      43,672

      3,500

      47,373

    Amount
    due from related parties
      -

      3,693

      3,693

    Inter-company
    receivable (c)

      (38,429 )

      38,429

      -

    Total
    current assetes
      103
      268
      3,404
      2

      57,748
      (38,429 )
      3,500

      -
      -
      38,429

      -
      65,023

    Non-current
    assets:

      -

    Operating
    lease, right-of-use assets
      -
      -
      -

      4,158

      4,158

    Property
    equipment and software,net
      -

      509

      509

    Investment
    in WFOE (d)
      -
      3,391
      -

      (3,391 )

      -

    Investment
    in subsidiaries inside China (e)

      642

      (642 )
      -

    Goodwill
      -
      -
      -

      -

      72
      72

    Total
    non-current assets
      -
      3,391
      -
      -

      5,309
      -
      -

      (3,391 )
      -
      -

      (570 )
      4,739

    Total
    assets
      103
      3,659
      3,404
      2

      63,057
      (38,429 )
      3,500

      (3,391 )
      -
      38,429

      (570 )
      69,762

    LIABILITIES
    AND EQUITY

      -

    Current
    liabilities:

      -

    Liabilities:

      -

    Accounts
    payble
      -
      -
      -

      1,078

      1,078

    Amount
    due to related parties
      -

      1,909

      1,909

    Inter-company
    payable

      -

    Operating
    lease liability-current
      -
      -
      -

      834

      834

    Contract
    liability
      -
      -
      -

      610

      610

    Tax
    payable
      -
      -
      -

      665

      665

    Other
    payables
      -
      100
      2
      2

      40,007

      (38,429 )

      1,681

    Total
    current liabilities
      -
      100
      2
      2

      45,103
      -
      -

      -
      -
      (38,429 )

      -
      6,777

    Operating
    lease liabilty-noncurrent
      -

      2,749

      2,749

    Total
    non-current liability
      -
      -
      -
      -

      2,749

      2,749

    Total
    liabilities
      -
      100
      2
      2

      47,852
      -
      -

      -
      -
      (38,429 )

      -
      9,526

    Shareholder's
    equity

      -

    Paid
    up capital
      (1 )
      3
      -
      -

      -
      46
      12

      -
      60

    Additional
    paid-in capital
      1,960
      3,558
      3,406
      -

      590
      38,383
      9,649

      (3,406 )

      (540 )
      53,600

    Retained
    earnings
      (1,855 )
      (2 )
      (3 )

      13,903

      (6,161 )

      3

      (46 )
      5,838

    Accumulated
    other comprehensive income (loss)
      -
      -
      0

      712

      12

      14
      738

    Total
    Shareholders' equity
      103
      3,559
      3,402
      -

      15,205
      38,429
      3,500

      (3,391 )
      -
      -

      (570 )
      60,236

    Total
    Liabilities and shareholders' equity
      103
      3,659
      3,404
      2

      63,057
      38,429
      3,500
      -
      (3,391 )
      -
      (38,429 )

      (570 )
      69,762

Notes

 (a) SOSIT
received fund on behalf of SOS; it was the proceeds net of legal expenses paid by private equity investors, equivalent to $38.42 million.
Together with (c) it is proposed to offset account receivable and account payable for the same amount via inter-company account;

 (b) SOS
disposed of the legacy business in August 2020, it incurred a loss from an acquisition of $5.68 million and a loss from discontinued
operation of $0.55 million, as well as a gain from the asset sale of 0.63 million, adding up to a total loss of $6.16 million ; It was
acquired previously in June 2020 by issuing class A common share for the amount of $9.66 million;

 (c) Together
with (b), another half of the elimination of inter-company receivable from SOS and inter-company payable from SOSIT for the same amount
of $38.42 million;

 (d) This
entry is to eliminate China SOS’s long-term investment at initial cost in WFOE against WFOE’s paid-up capital, additional
paid-up capital and retained earnings etc.;

 (e) This
entry is also an elimination entry to knock off SOSIT’s long-term investment at cost in IMSOS against IMSOS’s paid-up capital,
additional capital and retained earning etc.

    3

Condensed
consolidated statement of comprehensive loss for twelve months for the month ended December 31, 2020.

Condensed consolidated Statements of comprehensive of loss

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

    31-Dec-20

    Subsidiaries
    Subsidiaries

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

    Outside China
    Inside China
    Adjustment (a)
    Adjustment(b)
    Adjustment
    Adjustment
    Adjustment
    Elimination
    Adjustment
    Adjustment
    Consolidated total

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

    REVENUES
      -
      -
      -

      50,289

      50,289

    COST OF REVENUES
      -
      -
      -

      (37,295 )

      (37,295 )

    GROSS PROFIT
      -
      -
      -
      -

      12,994
      -
      -
      -
      -
      -
      -

      -
      12,994

    OPERATING EXPENSES:

      -

    General and administrative
      (897 )
      (2 )
      (3 )

      (1,047 )

      (452 )
      -

      (2,401 )

    Share-based compensation
      (506 )
      -
      -
      -

      -

      (506 )

    Total operating expenses
      (1,403 )
      (2 )
      (3 )
      -

      (1,047 )
      -
      (452 )
      -
      -
      -
      -

      -
      (2,907 )

    INCOME FROM OPERATIONS
      (1,403 )
      (2 )
      (3 )
      -

      11,947
      -
      (452 )
      -
      -
      -
      -

      -
      10,087

    OTHER INCOME(EXPENSE):

      -

    Loss on acquisition

      -
      (5,679 )

      (5,679 )

    Other income(expense),net
      -

      625

      625

    Total other (expenses)income, net
      -
      -
      -
      -

      625
      (5,679 )
      -
      -
      -
      -
      -

      -
      (5,054 )

    INCOME(LOSS)BEFORE INCOME TAXES
      (1,403 )
      (2 )
      (3 )
      -

      12,572
      (5,679 )
      (452 )
      -
      -
      -
      -

      -
      5,033

    INCOME TAXES
      -
      -

      (147 )

      (147 )

    NET INCOME(LOSS) - CONTINUING OPERATION
      (1,403 )
      (2 )
      (3 )
      -

      12,425
      (5,679 )
      (452 )
      -
      -
      -
      -

      -
      4,886

      -

    DISCONTINUED OPERATIONS:

    Loss from discontinued operations

      -
      (545 )

      (545 )

    Income from disposal of discontinued operations
      -
      -
      -

      63

      63

    LOSS FROM DISCONTINUED OPERATIONS
      -
      -
      -
      -

      -
      (482 )
      -
      -
      -
      -
      -

      -
      (482 )

      -

    NET PROFIT(LOSS)
      (1,403 )
      (2 )
      (3 )
      -

      12,425
      (6,161 )
      (452 )
      -
      -
      -
      -

      -
      4,404

      -

    OTHER COMPREHENSIVE INCOME(LOSS)

      -

    Foreign currency translation adjustment - net of tax
      -
      -
      -
      -

      874

      874

    COMPREHENSIVE INCOME(LOSS)
      (1,403 )
      (2 )
      (3 )
      -

      13,299
      (6,161 )
      (452 )
      -

      5,278

Notes

 (a) SOS
disposed of the legacy business in August 2020, it incurred a loss from an acquisition

CORRESP
1
filename1.htm

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

March
11, 2022

VIA
EDGAR

Michelle
Miller

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

    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 January 20, 2022 regarding our annual report on Form 20-F previously
submitted on May 5, 2021, as amended on January 7, 2022 (the “Form 20-F/A”), and our response to the Staff dated February
14, 2022. 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, 2020

Part
1, page 1

    1.
    We
                                            note your revised disclosure 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 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.

Response:
In response to the Staff’s comment, please see the revised disclosure below.

We
are a Cayman Islands holding company conducting a portion of our operations in China through Qingdao SOS Industrial Holding Co., Ltd.,
a variable interest entity (“VIE”), and its subsidiaries. Investors of our ADSs are not investing in the VIE. Neither we
nor our subsidiaries own any shares in the VIE. Instead, for accounting purposes, we control and receive the economic benefits of the
VIE’s business operation through a series of contractual arrangements, also known as VIE Agreements, dated May 14, 2020, which
enables us to consolidate the financial results of the VIE and its subsidiaries in our consolidated financial statements under U.S. GAAP.
As a result of these contractual arrangements, which have not been tested in a court of law, under generally accepted accounting principles
in the United States (“U.S. GAAP”), the assets and liabilities of the VIE are treated as our assets and liabilities and the
results of operations of the VIE are treated in all aspects as if they were the results of our operations. PRC laws, regulations, and
rules restrict and impose conditions on direct foreign investment in certain types of business, and we therefore operate these businesses
in China through the VIE. We have evaluated the guidance in Financial Accounting Standards Board Accounting Standards Codification 810
and determined that we are regarded as the primary beneficiary of the VIE for accounting purposes, as a result of our direct ownership
in WFOE and the provisions of the VIE Agreements. See “Item 3. Key Information — Contractual Agreements between WFOE and
The VIE” for a summary of these VIE Agreements.

Item
3. Key Information, page 1

 2. We
                                            note your revised disclosure 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 with entity you refer to as “Parent(s)”;

 ● Present
                                            the consolidation 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 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 page 53 and 53 and how 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 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.

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

    2

Definition
of the Parent and its subsidiaries

SOS
Ltd. (“SOS”) is the ultimate Parent or the registrant, which owns 100% of SOS Information Technology New York Inc. (“SOITNY”)
and 100% of YBT Ltd. (“YBT”). YBT owns 100% of China SOS Ltd (“CSOS”), CSOS owns 100% of Qingdao SOS Investment
Management Co., Ltd. (“WFOE”), and WFOE owns 99% of Qingdao SOS Investment LLP (“SOSIL”).

Definition
of VIES

VIEs
here include Qingdao SOS Industrial Holding Co., Ltd. (“SOSIH”), which owns 100% of SOS Information Technology Co., Ltd.
(“SOSIT”). SOSIT owns 100% of Inner Mongolia SOS Insurance Agency Co., Ltd. (“IMSOS”) and 100% of SOS International
Trading Co., Ltd. (“SOSITC”).

Why
there is no SOS and its subsidiaries & VIES’ disclosure for the years 2018 and 2019

Financial
statements separating SOS (the Registrant) from its subsidiaries & VIES are presented for the years ended 2018, 2019 and 2020. SOS
plus its subsidiaries & VIEs equal to the consolidated total. Please refer to the tables below.

Condensed
Consolidated Balance Sheet

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

    31-Dec-20
    31-Dec-19
    31-Dec-18

    SOS
    Subs &

 VIEs
    Consolidated
    SOS
    Subs &

 VIEs
    Consolidated
    SOS
    Subs &

 VIEs
    Consolidated

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

    ASSETS

    Current assets:

    Cash and cash equivlaents
      1
      3,721
      3,722
          -
      41
      41
          -
      13
      13

    Accounts receivable,net
      -
      10,235
      10,235
      -
      8,171
      8,171
      -
      2,721
      2,721

    Other receivables - net
      45,609
      1,764
      47,373
      -
      11,512
      11,512
      -
      10,160
      10,160

    Amount due from related parties
      -
      3,693
      3,693
      -
      822
      822
      -
      4,100
      4,100

    Total current assetes
      45,610
      19,413
      65,023
      -
      20,546
      20,546
      -
      16,994
      16,994

    Non-current assets:

    Operating lease, right-of-use assets
      -
      4,158
      4,158
      -
      -
      -
      -
      -
      -

    Property equipment and software,net
      -
      509
      509
      -
      6
      6
      -
      7
      7

    Goodwill
      -
      72
      72
      -
      -
      -
      -
      -
      -

    Total non-current assets
      -
      4,739
      4,739
      -
      6
      6
      -
      7
      7

    Total assets
      45,610
      24,152
      69,762
      -
      20,552
      20,552
      -
      17,001
      17,002

    LIABILITIES AND EQUITY

    Current liabilities:

    Liabilities:

    Accounts payble
      -
      1,078
      1,078
      -
      13,018
      13,018
      -
      9,167
      9,167

    Amount due to related parties
      -
      1,909
      1,909
      -
      5,575
      5,575
      -
      7,509
      7,509

    Operating lease liability-current
      -
      834
      834
      -
      -
      -
      -
      -
      -

    Contract liability
      -
      610
      610
      -
      64
      64
      -
      32
      32

    Tax payable
      -
      665
      665
      -
      374
      374
      -
      10
      10

    Other payables
      -
      1,681
      1,681
      -
      197
      197
      -
      414
      414

    Total current liabilities
      -
      6,777
      6,777
      -
      19,228
      19,228
      -
      17,132
      17,132

    Operating lease liabilty-noncurrent
      -
      2,749
      2,749
      -
      -
      -
      -
      -
      -

    Total non-current liability
      -
      2,749
      2,749
      -
      -
      -
      -
      -
      -

    Total liabilities
      -
      9,526
      9,526
      -
      19,228
      19,228
      -
      17,132
      17,132

    Shareholder’s equity

    Paid up capital
      31
      29
      60
      -
      6
      6
      -
      6
      6

    Additional paid-in capital
      52,637
      963
      53,600
      -
      (6 )
      (6 )
      -
      (6 )
      (6 )

    Retained earnings
      (7,058 )
      12,896
      5,838
      -
      1,340
      1,340
      -
      (135 )
      (135 )

    Accumulated other comprehensive income (loss)
      -
      738
      738
      -
      (16 )
      (16 )
      -
      5
      5

    Total Shareholders’ equity
      45,610
      14,626
      60,236
      -
      1,324
      1,324
      -
      (130 )
      (130 )

    Total Liabilities and shareholders’ equity
      45,610
      24,152
      69,762
      -
      20,552
      20,552
      -
      17,002
      17,002

    3

Condensed
consolidated statement of cash flow

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

    31-Dec-20
    31-Dec-19
    31-Dec-18

    SOS
    Subs
    &

    VIEs
    Consolidated
    SOS
    Subs
    &

    VIEs
    Consolidated
    SOS
    Subs
    &

    VIEs
    Consolidated

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

    CASH FLOWS FROM OPERATING ACTIVITIES

    Net (loss)
      (7,058 )
      11,462
      4,404
      -
      1,470
      1,470
      -
      -137
      (137 )

    Adjustments to reconcile
    net income net cash used in

    Depreciation of property,
    plant and equipment
      -
      2
      2
      -
      2
      2
      -
      1
      1

    Share-based compensation
      506
      -
      506
      -
      -
      -
      -
      -
      -

    Allowance for doubtful accounts
    - accounts receivable
      -
      1
      1
      -
      5
      5
      -
      1
      1

    Allowance for doubtful accounts
    - other receivable
      0
      158
      158
      0
      146
      146
      0
      158
      81

    Loss on acquisition
      5,679
      -
      5,679
      -
      -
      -
      -
      -
      -

    Income from disposal of discoutinued
    opeations
      482
      (545 )
      (63 )
      -
      -
      -
      -
      -
      -

    Changes in operating assets
    and liabilities

    Accounts receivable
      -
      (2,065 )
      (2,065 )
      -
      (5,455 )
      (5,455 )
      -
      (713 )
      (713 )

    Other receivables
      -
      (36,019 )
      (36,019 )
      -
      (1,498 )
      (1,498 )
      -
      (7,966 )
      (7,966 )

    Amount due from related parties
      -
      (2,871 )
      (2,871 )
      -
      3,278
      3,278
      -
      (4,100 )
      (4,100 )

    Tax payables
      -
      292
      292
      -
      364
      364
      -
      4
      4

    Accounts payable

      (11,940 )
      (11,940 )

      3,851
      3,851

      6,995
      6,995

    Other payables
      -
      1,484
      1,484
      -
      (217 )
      (217 )
      -
      (1,750 )
      (1,750 )

    Amount

CORRESP
1
filename1.htm

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 14, 2022

VIA EDGAR

Michelle Miller

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

    File No. 001-38051

Dear Ms. Miller:

SOS Limited (the “Company”,
“SOS,” “we”, “us” or “our”) hereby transmits its response
to the letter received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”),
dated January 20, 2022 regarding our annual report on Form 20-F previously submitted on May 5, 2021, as amended on January 7, 2022 (the
“Form 20-F/A”). For ease of reference, we have repeated the Commission’s comments in this response and numbered
them accordingly. An amended annual report on Form 20-F filed publicly accompanying this response letter is referred to as the Form 20-F/A.

Form 20-F for the fiscal period ending December
31, 2020

Part 1, page 1

    1.

    We note your revised disclosure 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 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.

Response: In response to the
Staff’s comment, please see the revised disclosure below.

We are a Cayman Islands holding company conducting
a portion of our operations in China through Qingdao SOS Industrial Holding Co., Ltd., a variable interest entity (“VIE”),
and its subsidiaries. Investors of our ADSs are not investing in the VIE. Neither we nor our subsidiaries own any share in the VIE. Instead,
for accounting purposes, we control and receive the economic benefits of the VIE’s business operation through a series of contractual
arrangements, also known as VIE Agreements, dated May 14, 2020, which enables us to consolidate the financial results of the VIE and its
subsidiaries in our consolidated financial statements under U.S. GAAP. The 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 a result of these contractual arrangements, which have not been tested in a court of law,
under generally accepted accounting principles in the United States (“U.S. GAAP”), the assets and liabilities of the VIE are
treated as our assets and liabilities and the results of operations of the VIE are treated in all aspects as if they were the results
of our operations. The VIE Agreements are designed to provide WFOE with the power, rights, and obligations to Qingdao SOS Industrial Holding
Co., Ltd. as set forth under the VIE Agreements. We have evaluated the guidance in Financial Accounting Standards Board Accounting Standards
Codification 810 and determined that we are regarded as the primary beneficiary of the VIE for accounting purposes, as a result of our
direct ownership in WFOE and the provisions of the VIE Agreements. See “Item 3. Key Information — Contractual Agreements between
WFOE and The VIE” for a summary of these VIE Agreements.

Item 3. Key Information, page 1

 2. We note your revised disclosure 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
with entity you refer to as “Parent(s)”;

 ● Present the consolidation 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 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 page 53 and 53 and how 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 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.

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

“Parent(s)” refer SOS Limited., which
owns 100% of SOS Information Technology New York Inc., and 100% of YBT Ltd. YBT Ltd. owns 100% of China SOS Ltd. China SOS Ltd owns 100%
of Qingdao SOS Investment Management Co., Ltd./WFOE. WFOE owns 99% of Qingdao SOS Investment LLP. These legal entities are connected through
equity ownership and are not VIEs.

    2

The following financial information of the VIEs
and non-VIEs are recorded in the accompanying consolidated financial statements:

The non-VIEs include SOS Limited, which owns 100%
of SOS Information Technology New York Inc., and 100% of YBT Ltd. YBT Ltd. owns 100% of China SOS Ltd. China SOS Ltd, owns 100% of Qingdao
SOS Investment Management Co., Ltd. (“WFOE”). WFOE owns 99% of Qingdao SOS Investment LLP.

The VIEs include Qingdao SOS Industrial Holding
Co., Ltd., which owns 100% of SOS Information Technology Co., Ltd. SOS Information Technology Co., Ltd. owns 100% of Inner Mongolia SOS
Insurance Agency Co., Ltd. and 100% of SOS International Trading Co., Ltd.

From a financial consolidation point of view,
SOS Information Technology Co., Ltd. was the only legal entity in the consolidated financial worksheet for the year ended December 31,
2019 and 2019 respectively. The Company did not have non-VIEs for the years ended December 31, 2018 and 2019. Please refer to financial
statements on Pages F-2 to F-5 of our annual report on Form 20-F filed on May 5, 2021 for details. The distinction between VIEs and non-VIEs
became applicable from the fiscal year ended December 31, 2020.

    Audited condensed consolidated statement of cash flow

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

    Parents
    VIEs
    Consolidated

    31-Dec-20
    31-Dec-20
    31-Dec-20

    US$
    US$
    US$

    CASH FLOWS FROM OPERATING ACTIVITIES

    Net (loss)
      (8,038 )
      12,442
      4,404

    Adjustments to reconcile net income net cash used in operating

    Depreciation of property, plant and equipment
      -
      2
      2

    Share-based compensation
      506
      -
      506

    Allowance for doubtful accounts - accounts
    receivable
      -
      1
      1

    Allowance for doubtful accounts - other receivable
      0
      158
      158

    Loss on acquisition
      5,679
      -
      5,679

    Income from disposal of discoutinued opeations
      482
      (545 )
      (63 )

    Changes in operating assets and liabilities

    Accounts receivable
      -
      (2,065 )
      (2,065 )

    Other receivables
      3,561
      (39,580 )
      (36,019 )

    Amount due from related parties
      -
      (2,871 )
      (2,871 )

    Tax payables
      -
      292
      292

    Accounts payable

      (11,940 )
      (11,940 )

    Other payables
      120
      1,364
      1,484

    Amount due to related parties
      -
      (3,666 )
      (3,666 )

    Contract liabilities
      -
      546
      546

    Net cash (used in) generated from operating activities
      2,310
      (45,862 )
      (43,552 )

    CASH FLOWS FROM INVESTING ACTIVITIES:

    Purchase of property, equipment and equipment
      -
      (501 )
      (501 )

    Investment in equity
      (3,391 )
      3,391
      -

    Proceed from disposals of discontiuned operations
      -
      3,500
      3,500

    Net cash (used in) generated from
    investing activities
      (3,391 )
      6,390
      2,999

    CASH FLOWS FROM FINANCING ACTIVITIES

    Proceed from share issuance, net of issuance costs
      3,578
      -
      3,578

    Proceed from private equity placement, net of issuance costs
      1,000
      38,973
      39,973

    Net cash generated from (used in) financing activities
      4,578
      38,973
      43,551

    EFFECT OF EXCHANGE RATES ON CASH
      77
      606
      683

    NET CASH CHANGES IN CASH AND CASH EQUIVALENTS
      3,574
      107
      3,680

    CASH AND CASH EQUIVALENTTS, beginning of
    year
      1
      41
      42

    CASH AND CASH EQUIVALENTTS, end of
    year
      3,575
      147
      3,722

Parent’s operating expenses of US$1,371,000;
US$1,000,000 was contributed by eight individual shareholders of SOS Ltd. and the remaining were professional expenses incurred by China
SOS Ltd. Parent’s statement of cash flows has been updated to reflect these transactions.

    3

Cash due from VIEs to Parents/VIES amounted to
US$38,973,000 as at December 31, 2020. SOS sold 65,337,649 units at the offering price of $0.281 per unit, each unit consisting of one
Class A Ordinary Share and warrant to purchase one Class A Ordinary Share, issued in a private placement closed on November 5, 2020, 53,580,020
units at the offering price of $0.27 per unit, issued in a private placement that closed on August 27, 2020 and 67,445,674 units at the
offering price of $0.14634 per unit, issued in a private placement that closed on July 2, 2020. SOS Information Technology Co., Ltd.,
a VIE of SOS Ltd. received net proceeds of US$38,973,000 equivalent on behalf of SOS Ltd.

SOS sold 2,600,000 ADSs at the offering price
of US$1.55 per ADS and warrants to purchase 2,600,000 ADSs issued in a registered direct offering that closed on December 24, 2020, at
a net proceed of US$3,578,000, of which US$3,391,000 was invested in WFOE. The funds remained in WFOE’s bank account as at December
31, 2020, hence not considered to be owed by VIEs to Parents/Non-VIEs.

Nevertheless, no cash was due to VIEs by Parents/Non-VIEs
as at December 31, 2020.

China SOS Ltd. received proceeds of approximately
US$3,578,000 on behalf of SOS Ltd. from a 2,600,000 ADS registered direct offering. Parent’s Statement of cash flows has been updated
to reflect this transaction.

Investment roll-forward in subsidiaries and VIEs:

When a parent invests in a subsidiary, the parent
decreases its cash and increases its long-term investment account while the subsidiary will pick up cash and increase its paid-up capital
if the investment is in cash or cash equivalent. The investment in parent will be eliminated against paid-up capital account of subsidiary
and retained earnings, the difference will be allocated among goodwill and intangibles if any.

There only exists contractual relationship between
Parents and VIEs, so no investment will be recognized between Parents and VIEs. Fund flows from Parents or WFOE to VIEs are lending and
borrowing transactions subject to local foreign currency control policies or other forms of regular trading activities and arrangements.

    4

When a VIE parent invests in a VIE subsidiary,
the parent decreases its cash and increases its long-term investment account while the subsidiary will pick up cash and increase its paid-up
capital if the investment is in cash or cash equivalent. The investment in parent will be eliminated against paid-up capital account of
subsidiary and retained earnings, the difference will be allocated among goodwill and intangibles if any.

    Long term investment rollforward

    2018/12/31
    2019/12/31
    2020/12/31

    Jurisdiction of
    Date of
    Accounting
     % of
    Balance in
    Balance in
    Balance in

    Investors
    Investees
    Incorporation
    Incorporation
    Methodology
    ownership
    US$“000’’
    US$“000’’
    US$“000’’

    SOS Ltd.

    Cayman Island
    Listed in May 2017

    Yong Bao Two Ltd.
    British Virgina Island
    29-Feb-20
    Consolidation
      100 %

      0

    SOS Information Technology New York
    New York, USA
    15-Jul-20
    Consolidation
      100 %

      0

    YBT Ltd.

    China SOS Ltd.
    Hong Kong
    19-Jun-19
    Consolidation
      100 %

      0

    China SOS Ltd.

    Hong Kong

    Qingdao SOS Investment Management
    Peoples’s Republic China
    7-May-20
    Consolidation
      100 %

      3,391

    QD SOS Investment Management Co., Ltd.(WOFE)

    People’s Republic China

    Qingdao SOS Industrial Holding Co.,Ltd.
    People’s Republic China
    6-Dec-19
    Consolidation
      100 %

      0

    Qingdao SOS Investment
    People’s Republic China
    21-Dec-20
    Consolidation
      99 %

      0

    Qingdao SOS Industrial Holding Co., Ltd.

    People’s Republic China

    SOS Information Technology Co., Ltd.
    People’s Republic China
    2-Mar-16
    Consolidation
      100 %

      0

      100 %

      0

    SOS Information Technology Co., Ltd.

    People’s Republic China

    SOS International Trading Co., Ltd.
    Peopl

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

 FirstName LastNameYandai  Wang
 Comapany NameSOS Limited
 January 20, 2022 Page 2
 FirstName LastNameYandai  Wang
SOS Limited
January 20, 2022
Page 2
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

 FirstName LastNameYandai  Wang
 Comapany NameSOS Limited
 January 20, 2022 Page 3
 FirstName LastNameYandai  Wang
SOS Limited
January 20, 2022
Page 3
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.

 FirstName LastNameYandai  Wang
 Comapany NameSOS Limited
 January 20, 2022 Page 4
 FirstName LastName
Yandai  Wang
SOS Limited
January 20, 2022
Page 4
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

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

January 7, 2022

VIA EDGAR

Michelle Miller

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

    File No. 001-38051

Dear Ms. Miller:

SOS Limited (the “Company”,
“SOS,” “we”, “us” or “our”) hereby transmits its response
to the letter received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”),
dated November 17, 2021 regarding our annual report on Form 20-F previously submitted on May 5, 2021, as amended on October 12, 2021 (the
“Form 20-F/A”). For ease of reference, we have repeated the Commission’s comments in this response and numbered
them accordingly. An amended annual report on Form 20-F filed publicly accompanying this response letter is referred to as the Form 20-F/A.

Form 20-F for the fiscal period ending December
31, 2020

Introduction, page iv

    1.

    We note your revisions in the 20-F/A in response
    to prior comment 3. Please address the following at the onset of Part 1:

    •	We note that you refer to SOS as an exempted
    company registered in the Cayman Islands with limited liability and or an offshore holding company. Revise to clearly state that SOS Limited,
    “is a Cayman Islands holding company” and conform your references throughout the filing; and

    •	Define “subsidiaries” and
    “variable interest entity(ies), including the names of the entities that reconciles to the information disclosed in the corporate
    structure diagram on page 50 and the entities listed on page F-7.

Response: In response to the Staff’s
comment, we have amended the Form 20-F/A accordingly.

Part I, page 1

 2. We note your revisions in the 20-F/A in response to prior comment 1. Please address the following at
the onset of Part 1:

•	Explain whether the VIE structure
is used to replicate foreign investment in PRC based companies where PRC law prohibits direct foreign investment in the operating companies
or if the structure provides contractual exposure to foreign investment in such companies rather than replicating an investment;

•	Explain that investors may
never directly hold equity interests in your PRC operating company(ies) and or VIE;

•	Enhance your disclosure to
explain that PRC regulatory agencies could disallow your corporate structure which would likely result in a material change in your operations
and/or value of the ADSs which could significantly decline in value or become worthless; and

•	Add a cross-reference to "Risk
Factors - Risks Related to Our Corporate Structure”.

Response: In response to the Staff’s
comment, we have amended the Form 20-F/A accordingly

 3. We note your disclosure on page 1, in both Part 1 and Item 3. Key Information, and throughout your
filing that you control and receive the economic benefits of Qingdao SOS Industrial Holding Co., Ltd. business operations through VIE
agreements and that those agreements are designed to provide your WFOE with the power, rights, and obligations equivalent in all material
respects to those it would possess as the principal equity holder of the VIE. We also note the disclosure that you are the primary beneficiary
of the VIE. However, you or your investors do not have an equity ownership in, direct foreign investment in, or control through such ownership/investment
of the VIE. As such, when describing the design of the VIE agreements and related outcome, please refrain from implying that the VIE agreement
is equivalent to those it would possess as the principal equity holder of the VIE. Any references to control or benefits that accrue to
you because of the VIE should be limited to and clearly describe the conditions you met for consolidation of the VIE under U.S. GAAP and
your disclosure should clarify that, for accounting purposes, you will be the primary beneficiary. In addition, your disclosure should
note, if true, that the agreements have not been tested in a court of law.

Response: In response to the Staff’s
comment, we have amended the Form 20-F/A accordingly

Item 3. Key Information, page 1

 4. We note your revisions in the 20-F/A in response to prior comment 4. Please address the following at
the onset of Item 3:

•	Provide a diagram of your corporate
structure consistent with your disclosure on page 50;

•	Clarify which entity investors
are purchasing their interest and the entity(ies) in which the company’s operations are conducted;

•	Conform your entity references
in your discussion on contractual agreements between WFOE and the VIE using the current entity names as referenced so that this discussion
aligns with related discussions throughout the filing; and

•	Explain why the contractual
arrangements between WFOE and the VIE may be less effective than direct ownership and the difficulty in challenging legally as well as
the potential substantial costs to enforce the terms of the arrangements.

Response: In response to the Staff’s
comment, we have amended the Form 20-F/A accordingly

 5. We note your revisions in the 20-F/A in response to prior comment 5. Please address the following at
the onset of Item 3:

•	Enhance your disclosure to
explain, aside from typical legal and regulatory uncertainties, how the legal system in the PRC presents unique risks to investors with
regard to risks and uncertainties. For example, that rules and regulations in the PRC can change quickly with little advance notice, the
PRC governments significant level of authority to exert influence, the extensive and evolving legal system, the PRC governments oversight
over your and your VIEs business operations, and that the interpretation and enforcement of PRC laws could limit the legal protections
available to you and the consolidated VIE’s business operations; and

•	Add a cross-reference to “Risk
Factors - Risks Related to Our Corporate Structure”.

Response: In response to the Staff’s
comment, we have amended the Form 20-F/A accordingly.

 6. We note your revisions in the 20-F/A in response to prior comment 7. Please enhance your disclosure
to explain how amounts due under VIE agreements are settled, quantify the cash flows and transfers of other assets by type that have occurred
between the holding company, its subsidiaries, and consolidated VIEs, and direction of transfer other than to present cash flow activities
between VIEs and Non-VIEs.

Response: In response to the Staff’s
comment, we have amended the Form 20-F/A accordingly.

 7. We note your revisions in the 20-F/A in response to prior comment 8. Please address the following:

•	Present the condensed consolidating
schedules on pages 4, (results of operations and cash flows) and 51 together (financial position);

•	Include in the condensed consolidating
schedules, the financial position, cash flows and results of operations for the parent and any eliminating adjustments, separately, as
previously requested;

•	Provide a roll-forward of the
investment in subsidiaries and VIEs line item to be presented in the parent condensed consolidating schedule; and

•	Disclose the entities included
in VIEs and Non-VIEs consistent with your disclosures on page F-7.

Response: In response to the Staff’s
comment, we have amended the Form 20-F/A accordingly.

 8. Please disclose whether you are required to obtain any approvals to offer securities to foreign investors,
whether you have received such approvals and the consequences to you and your investors if you do not receive or maintain the approvals,
inadvertently conclude that such approvals are not required, or applicable laws, regulations, or interpretations change and you are required
to obtain approval in the future.

Response: In response to the Staff’s
comment, we have amended the Form 20-F/A accordingly.

Item 3D. Risk Factors, page 7

 9. We note your revisions in the 20-F/A in response to prior comment 11. Please enhance your risk factor
disclosure to explain, aside from typical governmental oversight and discretion over the conduct of your business, that the PRC government
may intervene or influence your operations at any time, which could result in a material change in your operations and cause the value
of your securities to significantly decline or be worthless.

Response: In response to the Staff’s
comment, we have amended the Form 20-F/A accordingly.

 10. Please expand your risk factor disclosure to discuss that the United States Senate passed the Accelerating
Holding Foreign Companies Accountable Act, which, if enacted, would decrease the number of non-inspection years from three years to two,
thus reducing the time period before your securities may be prohibited from trading or delisted.

Response: In response to the Staff’s
comment, we have amended the Form 20-F/A accordingly.

We thank the Staff for its review
of the foregoing. If you have further comments, we ask that you forward them by electronic mail to our counsel, Joan Wu at jwu@htflawyers.com
or by telephone at 212-530-2208.

[Signature page follows]

    Very truly yours,

    /s/ Yandai Wang

    Yandai Wang

    Chief Executive Officer

    cc:
    Hunter Taubman Fischer & Li LLC

CORRESP
1
filename1.htm

January 3, 2022

VIA EDGAR SUBMISSION

Ms. Michelle Miller

Division of Corporation Finance

Office of Finance

United States Securities and Exchange Commission

Washington D.C. 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

  File No. 001-38051

Dear Ms. Miller:

We are in receipt of your comment letter (the “Comment
Letter”) dated November 17, 2021, regarding the above referenced filings of SOS Limited (the “Company”).

The Company is working diligently to respond to the
Staff’s comments. As discussed with Ms. Miller, the Company respectfully requests an additional extension until January 7, 2022
to respond to the Comment Letter.

We appreciate the Staff’s assistance in this
matter. Should you have any questions that require further information, please feel free to contact our counsel, Joan Wu, Esq., of Hunter
Taubman Fischer & Li LLC by phone at (212) 530-2208 or email at jwu@htflawyers.com.

Thank you for your consideration of our request.

  Very truly yours,

  /s/ Yandai Wang

  Yandai Wang

  Chief Executive Officer

  cc:
  Joan Wu Hunter Taubman Fischer & Li LLC

  Charles Tan Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
November 17, 2021
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
File No. 001-38051
Dear Mr. Wang:
            We have reviewed your 20-F/A for the fiscal year ended December 31, 2020 in 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
September 20, 2021 letter.
Form 20-F for the fiscal period ending December 31, 2020
Introduction, page iv
1.We note your revisions in the 20-F/A in response to prior comment 3.  Please address the
following at the onset of Part 1:

•We note that you refer to SOS as an exempted company registered in the Cayman
Islands with limited liability and or an offshore holding company.  Revise to clearly

 FirstName LastNameYandai  Wang
 Comapany NameSOS Limited
 November 17, 2021 Page 2
 FirstName LastNameYandai  Wang
SOS Limited
November 17, 2021
Page 2
state that SOS Limited, “is a Cayman Islands holding company” and conform your
references throughout the filing; and
•Define “subsidiaries” and “variable interest entity(ies), including the names of the
entities that reconciles to the information disclosed in the corporate structure diagram
on page 50 and the entities listed on page F-7.
Part I, page 1
2.We note your revisions in the 20-F/A in response to prior comment 1.  Please address the
following at the onset of Part 1:

•Explain whether the VIE structure is used to replicate foreign investment in PRC
based companies where PRC law prohibits direct foreign investment in the operating
companies or if the structure provides contractual exposure to foreign investment in
such companies rather than replicating an investment;
•Explain that investors may never directly hold equity interests in your PRC operating
company(ies) and or VIE;
•Enhance your disclosure to explain that PRC regulatory agencies could disallow your
corporate structure which would likely result in a material change in your operations
and/or value of the ADSs which could significantly decline in value or become
worthless; and
•Add a cross-reference to "Risk Factors - Risks Related to Our Corporate Structure”.
3.We note your disclosure on page 1, in both Part 1 and Item 3.  Key Information, and
throughout your filing that you control and receive the economic benefits of Qingdao SOS
Industrial Holding Co., Ltd. business operations through VIE agreements and that those
agreements are designed to provide your WFOE with the power, rights, and obligations
equivalent in all material respects to those it would possess as the principal equity holder
of the VIE.  We also note the disclosure that you are the primary beneficiary of the VIE.
However, you or your investors do not have an equity ownership in, direct foreign
investment in, or control through such ownership/investment of the VIE.  As such, when
describing the design of the VIE agreements and related outcome, please refrain from
implying that the VIE agreement is equivalent to those it would possess as the principal
equity holder of the VIE.  Any references to control or benefits that accrue to you because
of the VIE should be limited to and clearly describe the conditions you met for
consolidation of the VIE under U.S. GAAP and your disclosure should clarify that, for
accounting purposes, you will be the primary beneficiary.  In addition, your disclosure
should note, if true, that the agreements have not been tested in a court of law.
Item 3. Key Information, page 1
4.We note your revisions in the 20-F/A in response to prior comment 4.  Please address the
following at the onset of Item 3:

•Provide a diagram of your corporate structure consistent with your disclosure on page

 FirstName LastNameYandai  Wang
 Comapany NameSOS Limited
 November 17, 2021 Page 3
 FirstName LastNameYandai  Wang
SOS Limited
November 17, 2021
Page 3
50;
•Clarify which entity investors are purchasing their interest and the entity(ies) in
which the company’s operations are conducted;
•Conform your entity references in your discussion on contractual agreements
between WFOE and the VIE using the current entity names as referenced so that this
discussion aligns with related discussions throughout the filing; and
•Explain why the contractual arrangements between WFOE and the VIE may be less
effective than direct ownership and the difficulty in challenging legally as well as the
potential substantial costs to enforce the terms of the arrangements.
5.We note your revisions in the 20-F/A in response to prior comment 5.  Please address the
following at the onset of Item 3:

•Enhance your disclosure to explain, aside from typical legal and regulatory
uncertainties, how the legal system in the PRC presents unique risks to investors with
regard to risks and uncertainties.  For example, that rules and regulations in the PRC
can change quickly with little advance notice, the PRC governments significant level
of authority to exert influence, the extensive and evolving legal system, the PRC
governments oversight over your and your VIEs business operations, and that the
interpretation and enforcement of PRC laws could limit the legal protections
available to you and the consolidated VIE’s business operations; and
•Add a cross-reference to “Risk Factors - Risks Related to Our Corporate Structure”.
6.We note your revisions in the 20-F/A in response to prior comment 7.  Please enhance
your disclosure to explain how amounts due under VIE agreements are settled, quantify
the cash flows and transfers of other assets by type that have occurred between the holding
company, its subsidiaries, and consolidated VIEs, and direction of transfer other than to
present cash flow activities between VIEs and Non-VIEs.
7.We note your revisions in the 20-F/A in response to prior comment 8.  Please address the
following:

•Present the condensed consolidating schedules on pages 4, (results of operations and
cash flows) and 51 together (financial position);
•Include in the condensed consolidating schedules, the financial position, cash flows
and results of operations for the parent and any eliminating adjustments, separately,
as previously requested;
•Provide a roll-forward of the investment in subsidiaries and VIEs line item to be
presented in the parent condensed consolidating schedule; and
•Disclose the entities included in VIEs and Non-VIEs consistent with your disclosures
on page F-7.
8.Please disclose whether you are required to obtain any approvals to offer securities to
foreign investors, whether you have received such approvals and the consequences to you
and your investors if you do not receive or maintain the approvals, inadvertently conclude

 FirstName LastNameYandai  Wang
 Comapany NameSOS Limited
 November 17, 2021 Page 4
 FirstName LastName
Yandai  Wang
SOS Limited
November 17, 2021
Page 4
that such approvals are not required, or applicable laws, regulations, or interpretations
change and you are required to obtain approval in the future.
Item 3D. Risk Factors, page 7
9.We note your revisions in the 20-F/A in response to prior comment 11.  Please enhance
your risk factor disclosure to explain, aside from typical governmental oversight and
discretion over the conduct of your business, that the PRC government may intervene or
influence your operations at any time, which could result in a material change in your
operations and cause the value of your securities to significantly decline or be worthless.
10.Please expand your risk factor disclosure to discuss that the United States Senate passed
the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would
decrease the number of non-inspection years from three years to two, thus reducing the
time period before your securities may be prohibited from trading or delisted.
            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

United States securities and exchange commission logo
September 20, 2021
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
File No. 001-38051
Dear Mr. Wang:
            We have limited our review of your filing to the financial statements and related
disclosures 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.
Form 20-F for the fiscal period ending December 31, 2020
Part 1, page 1
1.At the onset of Part I, please disclose prominently that you are not a Chinese operating
company but a Cayman Islands holding company with operations conducted by your
subsidiaries and through contractual arrangements with a variable interest entity (VIE)
based in China and that this structure involves unique risks to investors.  Explain whether
the VIE structure is used to replicate foreign investment in Chinese-based companies
where Chinese law prohibits direct foreign investment in the operating companies, and
disclose that investors may never directly hold equity interests in the Chinese operating
company.  Your disclosure should acknowledge that Chinese regulatory authorities could
disallow this structure, which would likely result in a material change in your operations

 FirstName LastNameYandai  Wang
 Comapany NameSOS Limited
 September 20, 2021 Page 2
 FirstName LastNameYandai  Wang
SOS Limited
September 20, 2021
Page 2
and/or value of your ADSs, including that it could cause the value of such securities to
significantly decline or become worthless. Provide a cross-reference to your detailed
discussion of risks facing the company and investors as a result of this structure.
2.At the onset of Part I, provide prominent disclosure about the legal and operational risks
associated with being based in or having the majority of the company’s operations in
China.  Your disclosure should make clear whether these risks could result in a material
change in your operations and/or the value of your ADSs or could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.  Your disclosure
should address how recent statements and regulatory actions by China’s government, such
as those related to the use of variable interest entities and data security or anti-monopoly
concerns, has or may impact the company’s ability to conduct its business, accept foreign
investments, or list on an U.S. or other foreign exchange. Your Information on the
Company section should address, but not necessarily be limited to the risks highlighted in
Part I.
3.At the onset of Part I, clearly disclose how you will refer to the holding company,
subsidiaries, and VIEs when providing the disclosure throughout the document so that it is
clear to investors which entity the disclosure is referencing and which subsidiaries or
entities are conducting the business operations.  Refrain from using terms such as “we” or
“our” when describing activities or functions of a VIE. Disclose clearly the entity
(including the domicile) in which investors hold their interest.
Item 3. Key Information, page 1
4.At the onset of Item 3, disclose clearly that the company uses a structure that involves a
VIE based in China and what that entails.  Describe all contracts and arrangements
through which you purport to obtain economic rights and exercise control that results in
consolidation of the VIE’s operations and financial results into your financial statements.
Identify clearly the entity in which investors hold their interest and the entity(ies) in which
the company’s operations are conducted.  Describe the relevant contractual agreements
between the entities and how this type of corporate structure may affect investors and the
value of their investment, including how and why the contractual arrangements may be
less effective than direct ownership and that the company may incur substantial costs to
enforce the terms of the arrangements.   Disclose the uncertainties regarding the status of
the rights of the Cayman Islands holding company with respect to its contractual
arrangements with the VIE, its founders and owners, and the challenges the company may
face enforcing these contractual agreements due to uncertainties under Chinese law and
jurisdictional limits.
5.At the onset of Item 3, disclose the risks that your corporate structure and being based in
or having the majority of the company’s operations in China poses to investors.  In
particular, describe the significant regulatory, liquidity, and enforcement risks with cross-
references to the more detailed discussion of these risks in your risk factor disclosure.  For

 FirstName LastNameYandai  Wang
 Comapany NameSOS Limited
 September 20, 2021 Page 3
 FirstName LastNameYandai  Wang
SOS Limited
September 20, 2021
Page 3
example, specifically discuss risks arising from the legal system in China, including risks
and uncertainties regarding the enforcement of laws and that rules and regulations in
China can change quickly with little advance notice; and the risk that the Chinese
government may intervene or influence your operations at any time, or may exert more
control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of
your ADSs.  Acknowledge any risks that any actions by the Chinese government to exert
more oversight and control over offerings that are conducted overseas and/or foreign
investment in China-based issuers could significantly limit or completely hinder your
ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless.
6.Disclose each permission that you, your subsidiaries or your VIEs are required to obtain
from Chinese authorities to operate and issue these securities to foreign investors. State
whether you, your subsidiaries, or VIEs are covered by permissions requirements from the
CSRC, CAC or any other entity that is required to approve of the VIE’s operations, and
state affirmatively whether you have received all requisite permissions and whether any
permissions have been denied.
7.Provide a clear description of how cash is transferred through your organization.  Disclose
your intentions to distribute earnings or settle amounts owed under the VIE agreements.
Quantify any cash flows and transfers of other assets by type that have occurred between
the holding company, its subsidiaries, and consolidated VIEs, and direction of transfer.
Quantify any dividends or distributions that a subsidiary or consolidated VIE have made
to the holding company and which entity made such transfer, and their tax consequences.
Similarly quantify dividends or distributions made to U.S. investors, the source, and their
tax consequences.  Describe any restrictions on foreign exchange and your ability to
transfer cash between entities, across borders, and to U.S. investors.  Describe any
restrictions and limitations on your ability to distribute earnings from your businesses,
including subsidiaries and/or consolidated VIEs, to the parent company and U.S. investors
as well as the ability to settle amounts owed under the VIE agreements.
8.We note that the consolidated VIEs constitute a material part of your consolidated
financial statements.  Please provide in tabular form condensed consolidating schedule  -
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.  Highlight the financial statement information related to the
variable interest entity and parent, so an investor may evaluate the nature of assets held
by, and the operations of, entities apart from the variable interest entity, which includes
the cash held and transferred among entities.
9.Disclose that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act if the PCAOB determines it cannot inspect or fully
investigate your auditor, and that as a result an exchange may determine to delist your

 FirstName LastNameYandai  Wang
 Comapany NameSOS Limited
 September 20, 2021 Page 4
 FirstName LastName
Yandai  Wang
SOS Limited
September 20, 2021
Page 4
securities. If the PCAOB has been or is currently unable to inspect your auditor, revise
your disclosure to so state.
D. Risk Factors, page 3
10.Revise your risk factors to acknowledge that if the PRC government determines that the
contractual arrangements constituting part of your VIE structure do not comply with PRC
regulations, or if these regulations change or are interpreted differently in the future, your
shares may decline in value or become worthless if you are unable to assert your
contractual control rights over the assets of your PRC subsidiaries that conduct all or
substantially all of your operations.
11.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to separately highlight the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of your ADSs.  Also, given recent statements
by the Chinese government indicating an intent to exert more oversight and control over
offerings that are conducted overseas and/or foreign investment in China-based issuers,
acknowledge the risk that any such action could significantly limit or completely hinder
your ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless.
12.In light of recent events indicating greater oversight by the Cyberspace Administration of
China over data security, particularly for companies seeking to list on a foreign exchange,
please revise your disclosure to explain how this oversight impacts your business and your
offering and to what extent you believe that you are compliant with the regulations or
policies that have been issued by the CAC to date.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Michelle Miller at 202-551-3368 or Sharon Blume at 202-551-3474
with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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filename1.htm

SOS Limited

Room 8888, Jiudingfeng Building, 888
Changbaishan Road

Qingdao Area, China (Shandong) Pilot
Free Trade Zone

People’s Republic of China

February 5, 2021

VIA EDGAR

Mr. David Lin

Division of Corporation Finance

Office of Finance

U.S. Securities and Exchange Commission

    Re:
    SOS Limited
  Registration Statement on Form F-3
  Filed January 21, 2021
  File No. 333-252279

Dear Mr. Lin:

SOS Limited (the “Company”,
“SOS,” “we”, “us” or “our”) hereby transmits its response to the letter received
from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated February
4, 2021 regarding its Registration Statement on Form F-3 (the “F-3”) publicly filed on January 21, 2021. For ease of
reference, we have repeated the Commission’s comments in this response letter and numbered them accordingly. An amended F-3
(“Amendment No.1 to F-3”) is being submitted publicly to accompany this response letter.

Registration Statement on Form F-3

General

1. We note that you relied upon General
Instruction I.B.5. for purposes of selling up to $60 million of the securities registered on your prior Form F-3 declared effective
November 30, 2020 (File No. 333-250145). Given the prospectus supplement you filed on December 28, 2020, please tell us how you
concluded that you have not offered or sold any securities pursuant to General Instruction I.B.5. of Form F-3 during the 12 calendar
months prior to and including the date of the prospectus, as you state on the cover page, and revise as appropriate. With respect
to the primary offering, to the extent that you are relying on General Instruction I.B.5., please revise the cover page to disclose
the calculations required by Instruction 7 thereto, including the aggregate market value of your outstanding voting and nonvoting
common equity pursuant to General Instruction I.B.5. Alternatively, please provide us with the calculations used to determine that
you meet the $75 million public float set forth in General Instruction I.B.1.

Response: Pursuant to the
Staff’s comment, we have revised the cover page of Amendment No.1 to F-3 accordingly. With respect to the primary offering,
the following calculations were used to determine that we meet the $75 million public float set forth in General Instruction I.B.1:

The aggregate market value of our
outstanding ordinary shares held by non-affiliates, or public float, as of February 4, 2021, was approximately $218.85
million, which was calculated based on 605,673,406 Class A Ordinary Shares and 23,207,511 Class B Ordinary Shares held by
non-affiliates and the per ADS price of $3.48 (which equals $0.348 per ordinary share), which was the closing price of our
ADS on the New York Stock Exchange on February 4, 2021.

We thank the Staff
for its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail to our counsel,
Joan Wu at jwu@htflawyers.com or by telephone at 212-530-2208.

    Very truly yours,

    /s/ Yaidai Wang

    Yandai Wang

    Chairman of the Board, Chief Executive Officer

    cc:
    Joan Wu, Esq.

    Hunter Taubman Fischer & Li LLC

CORRESP
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filename1.htm

SOS Limited

Room 8888, Jiudingfeng Building, 888 Changbaishan
Road,

Qingdao Area, China (Shandong) Pilot Free Trade
Zone

People’s Republic of China

+86 0311-80910921

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

February 5, 2021

    Re:
    SOS Limited

    Registration Statement on Form F-3, as amended

    Initially filed January 21, 2021, as amended

    File No. 333-252279

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, SOS Limited (the “Registrant”) hereby requests acceleration of effectiveness
of the above referenced Registration Statement so that it will become effective at 5:00 p.m. EST on February 8, 2021, or as soon
as thereafter practicable.

Please note that we acknowledge the following:

    ·

    should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

    ·

    the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    ·

    the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Sincerely,

        By: /s/Yandai Wang

        Name: Yandai Wang

        Title: Chief Executive Officer

    SOS Limited

    cc:

    Joan Wu, Esq.,

    Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
February 4, 2021
Yandai Wang
Chief Executive Officer
SOS Limited
Room 8888, Jiudingfeng Building, 888 Changbaishan Road
Qingdao Area, China (Shandong) Pilot Free Trade Zone
People’s Republic of China
Re:SOS Limited
Registration Statement on Form F-3
Filed January 21, 2021
File No. 333-252279
Dear Mr. Wang:
            We have limited our review of your registration statement to the issue we have addressed
in our comment.  Please respond to this letter by amending your registration statement and
providing the requested information.  If you do not believe our comment applies to your facts
and circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to the comment, we may have additional comments.
Registration Statement on Form F-3
General
1.We note that you relied upon General Instruction I.B.5. for purposes of selling up to $60
million of the securities registered on your prior Form F-3 declared effective November
30, 2020 (File No. 333-250145).  Given the prospectus supplement you filed on December
28, 2020, please tell us how you concluded that you have not offered or sold any securities
pursuant to General Instruction I.B.5. of Form F-3 during the 12 calendar months prior to
and including the date of the prospectus, as you state on the cover page, and revise as
appropriate.  With respect to the primary offering, to the extent that you are relying on
General Instruction I.B.5., please revise the cover page to disclose the calculations
required by Instruction 7 thereto, including the aggregate market value of your
outstanding voting and nonvoting common equity pursuant to General Instruction I.B.5.
Alternatively, please provide us with the calculations used to determine that you meet the
$75 million public float set forth in General Instruction I.B.1.

 FirstName LastNameYandai Wang
 Comapany NameSOS Limited
 February 4, 2021 Page 2
 FirstName LastName
Yandai Wang
SOS Limited
February 4, 2021
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact David Lin, Staff Attorney, at (202) 551-3552 or Sandra Hunter
Berkheimer, Legal Branch Chief, at (202) 551-3758 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

United States securities and exchange commission logo
November 25, 2020
Yandai Wang
Chief Executive Officer
SOS Ltd
Room 8888, Jiudingfeng Building,
888 Changbaishan Road,
Qingdao Area, China (Shandong)
Pilot Free Trade Zone
People’s Republic of China
Re:SOS Ltd
Registration Statement on Form F-3
Filed November 17, 2020
File No. 333-250145
Dear Mr. Wang:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Julia Griffith at 202-551-3267 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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SOS Limited

Room 8888, Jiudingfeng Building, 888 Changbaishan
Road,

Qingdao Area, China (Shandong) Pilot Free Trade
Zone

People’s Republic of China

+86 0311-80910921

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

November 25, 2020

    Re:
    SOS Limited

    Registration Statement on Form F-3

    Filed November 17, 2020

    File No. 333-250145

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, SOS Limited (the “Registrant”) hereby requests acceleration of effectiveness
of the above referenced Registration Statement so that it will become effective at 4:00 p.m. EST on November 30, 2020, or as soon
as thereafter practicable.

Please note that we acknowledge the following:

    ·

    should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

    ·

    the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    ·

    the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Sincerely,

        By: /s/Yandai Wang

        Name: Yandai Wang

        Title: Chief Executive Officer

    SOS Limited

    cc:

    Joan Wu, Esq.,

    Hunter Taubman Fischer & Li LLC

CORRESP
1
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CORRESP

 April 27, 2017

VIA EDGAR AND E-MAIL

David Lin, Staff Attorney

 William Dorton, Staff Attorney

Marc Thomas, Staff Accountant

 Gus Rodriguez, Staff Accountant

 Division of Corporation Finance

 U.S. Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

Re:
China Rapid Finance Limited

 Registration Statement on Form
F-1 (Registration No. 333-217064)

 Registration Statement on Form 8-A (Registration No. 001-38051)

 Dear Ladies and Gentlemen:

China Rapid Finance Limited hereby withdraws its request for effectiveness, dated April 24, 2017, made pursuant to Rule 461 of Regulation
C promulgated under the Securities Act of 1933, as amended.

 [Signature page follows]

 1

Very truly yours,

China Rapid Finance Limited

By:

 /s/ Dr. Zhengyu (Zane) Wang

Name:

Dr. Zhengyu (Zane) Wang

Title:

Chief Executive Officer, Chairman and Executive Director

 [Signature Page to Acceleration Request]

CORRESP
1
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CORRESP

 Morgan Stanley & Co. International plc

25 Cabot Square, Canary Wharf

 London, E14 4QA

United Kingdom

 Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

 New York, N.Y. 10010

United States of America

 Jefferies LLC

520 Madison Avenue

 New York, New York 10022

United States of America

 As representatives of the underwriters

 VIA EDGAR

 April 27, 2017

David Lin, Staff Attorney

 William Dorton, Staff Attorney

Marc Thomas, Staff Accountant

 Gus Rodriguez, Staff Accountant

 Division of Corporation Finance

 U.S. Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

Re:

China Rapid Finance Limited (the “Company”)

Registration Statement on Form F-1, as amended (Registration No. 333-217064)

Registration Statement on Form 8-A (Registration No. 001-38051)

 Dear Ladies and Gentlemen:

We hereby join the Company’s request for acceleration of the above-referenced Registration Statements, requesting effectiveness for 4:00
p.m., Eastern Time on April 27, 2017, or as soon thereafter as is practicable.

 Pursuant to Rule 460 of the General Rules and
Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that between April 14, 2017 and the date hereof, copies of the Company’s Preliminary Prospectus dated April 14, 2017 were distributed as
follows: more than 500 copies to prospective underwriters, institutional investors, dealers and others.

 We have been advised by the prospective underwriters that they have complied and will continue to
comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature page follows]

 Very truly yours,

MORGAN STANLEY & CO. INTERNATIONAL PLC

 CREDIT SUISSE
SECURITIES (USA) LLC

 JEFFERIES LLC

 As representatives of
the underwriters

MORGAN STANLEY & CO. INTERNATIONAL PLC

By:

 /s/ Daniel Wetstein

Name:

Daniel Wetstein

Title:

Managing Director

 Signature Page to Underwriter Acceleration Letter

CREDIT SUISSE SECURITIES (USA) LLC

By:

 /s/ Anthony Kontoleon

Name:

Anthony Kontoleon

Title:

Managing Director

 Signature Page to Underwriter Acceleration Letter

JEFFERIES LLC

By:

 /s/ Andrea H. Lee

Name:

Andrea H. Lee

Title:

Managing Director

 Signature Page to Underwriter Acceleration Letter

CORRESP
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CORRESP

 April 27, 2017

VIA EDGAR AND E-MAIL

David Lin, Staff Attorney

 William Dorton, Staff Attorney

Marc Thomas, Staff Accountant

 Gus Rodriguez, Staff Accountant

 Division of Corporation Finance

 U.S. Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

Re:

China Rapid Finance Limited

 Registration Statement on Form F-1 (Registration No. 333-217064)

 Registration Statement on Form 8-A (Registration
No. 001-38051)

 Dear Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, China Rapid Finance
Limited (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1 (the “Registration Statement”) be accelerated to, and that the
Registration Statement become effective at 4:00 p.m., Eastern Standard Time on April 27, 2017, or as soon thereafter as practicable.

The Company also requests that the Registration Statement on Form 8-A under the Securities Exchange
Act of 1934, covering the American depositary shares representing Class A ordinary shares of the Company, be declared effective concurrently with the F-1 Registration Statement (the F-1 Registration Statement, together with the Registration Statement on Form 8-A, the “Registration Statements”).

If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the
Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461 of Regulation C. Such request may be made by an executive officer of the Company or by any attorney from the
Company’s U.S. counsel, Shearman & Sterling LLP.

 The Company understands that the representatives of the underwriters, on
behalf of the prospective underwriters of the offering, have joined in this request in a separate letter filed with the Securities and Exchange Commission (the “Commission”) today.

The Company hereby acknowledges the following:

•

should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with
respect to the filing;

 1

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 [Signature page follows]

 2

Very truly yours,

China Rapid Finance Limited

By:

 /s/ Dr. Zhengyu (Zane) Wang

Name:

Dr. Zhengyu (Zane) Wang

Title:

Chief Executive Officer, Chairman and Executive Director

 [Signature Page to Acceleration Request]

CORRESP
1
filename1.htm

CORRESP

 Morgan Stanley & Co. International plc

25 Cabot Square, Canary Wharf

 London, E14 4QA

United Kingdom

 Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

 New York, N.Y. 10010

United States of America

 Jefferies LLC

520 Madison Avenue

 New York, New York 10022

United States of America

 As representatives of the underwriters

 VIA EDGAR

 April 27, 2017

David Lin, Staff Attorney

 William Dorton, Staff Attorney

Marc Thomas, Staff Accountant

 Gus Rodriguez, Staff Accountant

 Division of Corporation Finance

 U.S. Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

Re:

China Rapid Finance Limited (the “Company”)

Withdrawal of Underwriter Acceleration Letter dated April 24, 2017

 Dear Ladies and Gentlemen:

We hereby withdraw, with immediate effect, the Underwriter Acceleration Letter dated April 24, 2017 with respect to the Registration
Statement on Form F-1, as amended (Registration No. 333-217064) and Registration Statement on Form 8-A (Registration No. 001-38051) of Company.

 [Signature page follows]

 Very truly yours,

MORGAN STANLEY & CO. INTERNATIONAL PLC

 CREDIT SUISSE
SECURITIES (USA) LLC

 JEFFERIES LLC

 As representatives of
the underwriters

MORGAN STANLEY & CO. INTERNATIONAL PLC

By:

 /s/ Daniel Wetstein

Name:

Daniel Wetstein

Title:

Managing Director

 Signature Page to Withdrawal Letter

 CREDIT SUISSE SECURITIES (USA)
LLC

By:

 /s/ Anthony Kontoleon

Name:

Anthony Kontoleon

Title:

Managing Director

 Signature Page to Withdrawal Letter

JEFFERIES LLC

By:

 /s/ Andrea H. Lee

Name:

Andrea H. Lee

Title:

Managing Director

 Signature Page to Withdrawal Letter

CORRESP
1
filename1.htm

Correspondence

 April 24, 2017

VIA EDGAR AND E-MAIL

David Lin, Staff Attorney

 William Dorton, Staff Attorney

Marc Thomas, Staff Accountant

 Gus Rodriguez, Staff Accountant

 Division of Corporation Finance

 U.S. Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

Re:
China Rapid Finance Limited

 Registration Statement on Form
F-1 (Registration No. 333-217064)

 Registration
Statement on Form 8-A (Registration No. 001-38051)

Dear Ladies and Gentlemen:

 Pursuant to Rule
461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, China Rapid Finance Limited (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1 (the “Registration Statement”) be accelerated to, and that the Registration Statement become effective at 2:00 p.m., Eastern Time on April 26, 2017, or as soon thereafter as practicable.

The Company also requests that the Registration Statement on Form 8-A under the Securities Exchange
Act of 1934, covering the American depositary shares representing Class A ordinary shares of the Company, be declared effective concurrently with the F-1 Registration Statement (the F-1 Registration Statement, together with the Registration Statement on Form 8-A, the “Registration Statements”).

If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the
Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461 of Regulation C. Such request may be made by an executive officer of the Company or by any attorney from the
Company’s U.S. counsel, Shearman & Sterling LLP.

 The Company understands that the representatives of the underwriters, on
behalf of the prospective underwriters of the offering, have joined in this request in a separate letter filed with the Securities and Exchange Commission (the “Commission”) today.

The Company hereby acknowledges the following:

•

should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with
respect to the filing;

 1

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 [Signature page follows]

 2

Very truly yours,

China Rapid Finance Limited

By:

 /s/ Dr. Zhengyu (Zane) Wang

Name:

Dr. Zhengyu (Zane) Wang

Title:

Chief Executive Officer, Chairman and Executive Director

 [Signature Page to
Acceleration Request]

CORRESP
1
filename1.htm

Correspondence

 Morgan Stanley & Co. International plc

25 Cabot Square, Canary Wharf

 London, E14 4QA

United Kingdom

 Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

 New York, N.Y. 10010

United States of America

 Jefferies LLC

520 Madison Avenue

 New York, New York 10022

United States of America

 As representatives of the underwriters

 VIA EDGAR

 April 24, 2017

David Lin, Staff Attorney

 William Dorton, Staff Attorney

Marc Thomas, Staff Accountant

 Gus Rodriguez, Staff Accountant

 Division of Corporation Finance

 U.S. Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

Re:
China Rapid Finance Limited (the “Company”)

 Registration Statement on Form F-1, as amended (Registration No. 333-217064)

 Registration
Statement on Form 8-A (Registration No. 001-38051)

 Dear Ladies and
Gentlemen:

 We hereby join the Company’s request for acceleration of the above-referenced Registration Statements, requesting
effectiveness for 2:00 p.m., Eastern Time on April 26, 2017, or as soon thereafter as is practicable.

 Pursuant to Rule 460 of the
General Rules and Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that between April 14, 2017 and the date hereof, copies of the Company’s Preliminary Prospectus dated April 14, 2017 were
distributed as follows: more than 500 copies to prospective underwriters, institutional investors, dealers and others.

 We have been advised by the prospective underwriters that they have complied and will continue to
comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature page follows]

 Very truly yours,

MORGAN STANLEY & CO. INTERNATIONAL PLC

 CREDIT SUISSE
SECURITIES (USA) LLC

 JEFFERIES LLC

 As representatives of
the underwriters

 MORGAN STANLEY & CO. INTERNATIONAL PLC

By:

 /s/ Daniel Wetstein

Name:

Daniel Wetstein

Title:

Managing Director

 Signature Page to Underwriter Acceleration Letter

CREDIT SUISSE SECURITIES (USA) LLC

By:

 /s/ Marc Bernstein

Name:

Marc Bernstein

Title:

Director

 Signature Page to Underwriter Acceleration Letter

JEFFERIES LLC

By:

 /s/ Andrea H. Lee

Name:

Andrea H. Lee

Title:

Managing Director

 Signature Page to Underwriter Acceleration Letter

Mail Stop 4720
March  9, 2017

Dr. Zane Wang
Chief Executive Officer and Executive Director
China Rapid Finance Limited
5th Floor, Building D, BenQ Plaza
207 Songhong Road
Changning District, Shanghai 200335
People’s Republic of China

Re: China Rapid Finance Limited
Amendment No. 10  to
Draft Registration Statement on Form F -1
Submitted February  21, 2017
  CIK No. 0001346610

Dear Dr. Wang :

We have reviewed your amended draft registration statement  and have the following
comments.  In some of our comme nts, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in re sponse to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.

Market Opportunity and Our Marketplace, page 6

1. Please tell us the basis for your statement that your mobile -based  loans accounted for
43% of the total number of online consumer finance loans in China facilitated by
consumer market places from J anuary 2016 to September 2016.

Dr. Zane Wang
 China Rapid Finance Limited
March  9, 2017
 Page 2

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

Genera l

2. Please revise to disclose the changes in financial position for the periods presented.

3. Please disclose why your percentage of loan origination for Application Score Category 3
decreased from 53.4% in 2015 to 30.4% in 2016.  Please also disclose why yo ur
percentage of loan origination for the Application Score Category 1 increased from
27.5% in 2015 to 48.3% in 2016.

Revenue, page 98

4. Please disclose why your provision for loan losses decreased from $3,424 in 2015 to $0
in 2016 .

Operating Expenses, pa ge 98

5. Please disclose the nature of the expenses and the sources for the improvements in
operating efficiency in sales and marketing expenses and general and administrative
expenses.

6. Please revise to disclose the share -based compensation expense recognized for each of
the periods presented.

Liquidity and Capital Resources, page 102

7. You disclose that the cash outflow from operating activities was due to a net loss of
US$33.4 million as adjusted by non -cash items of US$2.7 million, and an increase in
accrued liabilities of US$0.8 million and a decrease in investments held for trading of
US$2.8 million.  The increase in accrued liabilities would be a source of operating cash
flows.  How ever, you appear to disclose that the cash outflow from operating activities
was due to an increase in accrued liabilities.  Please revise.

Consolidated Statement of Cash Flows, page F -6

8. Please tell us where the customer acquisition incentive payments h ave been reflected
within the statement of cash flows or revise the statement, as necessary.

9. Please tell us how the statement of cash flows reflects the receipt of the promissory note
from the Chief Executive Officer for the issuance of Series C converti ble redeemable
preferred shares in August of 2016.  Please also tell us how the subsequent transfer of
these shares to an institutional investor and the resulting partial payment on the

Dr. Zane Wang
 China Rapid Finance Limited
March  9, 2017
 Page 3

 promissory note by the CEO has been reflected within the statement of cash flows and
the statement of financial position. Revise your filing, if necessary.

Note 3. Loans Receivable, net, page F -19

10. You disclose that loans in non -accrual status were $202,000 in 2015 and 2016.  Please
confirm that the amount of loans in non -accrual status were the same in 2015 and in 2016
or revise the filing, if necessary.

Note 1 7. Unaudited pro forma balance sheets and loss per share, page F -32

11. Please tell us whether there are any differences between the Class A and Class B ordinary
shares  into which the preferred shares will be convertible into in conjunction with the
IPO (e.g. voting rights, etc.).

You may contact Marc Thomas  at (202) 551 -3452  or Gus Rodriguez at (202) 551 -3752  if
you have questions regarding comments on the financial statements  and related matters.  Please
contact William H. Dorton  at (202) 551 -3107  or me at (202) 551 -3552  with any other questions.

Sincerely,

/s/ David Lin

David Lin
Staff Attorney
Office of Financial Services

cc: Kerry Shen
Alan Seem, Esq.

Mail Stop 4720
October 11, 2016

Via E -mail
Dr. Zane Wang
Chief Executive Officer and Executive Director
China Rapid Finance Limited
5th Floor, Building D, BenQ Plaza
207 Songhong Road
Changning District, Shanghai 200335
People’s Republic of China

Re: China Rapid Finance Limited
Amendment No . 7 to
Draft Registration Statement on Form F -1
Submitted September 19 , 2016
  CIK No. 0001346610

Dear Dr. Wang :

We have reviewed your amended draft registration statement 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 this letter by providing the  requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is approp riate, please tell us why in your response.

After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.

Risk Factors, page 1 6

1. Please revise to provide a risk factor that describes the impact the continued increase in
repeat borrowers has on your credit quality, average loan size, customer acquisition costs,
transaction fees, service fees and overall profitability.  For exampl e, your lending
volumes increased during the interim period of 2016, however, your transaction fees and
service fees decreased in comparison to the comparable period in 2015.   In addition,
your profitability has decreased since 2013 when your cumulative r epeat borrower rate

Dr. Zane Wang
China Rapid Finance Limited
October 11, 2016
Page 2

 was 4% compared to 65% in 2015 and 2016 even though you seemingly have acquired
more credit worthy customers with higher average loan balances.

Related Party Transactions, page 160

2. Please confirm that there are no investors or borrow ers in either of the consumption or
lifestyle loans which would be considered to be related parties under ASC 850.

Report of Independent Registered Public Accounting Firm, page F -2

3. Please tell us the reasons the audit report does not include an explanatory paragraph
indicating that the previously -issued financial statements have been restated to correct a
misstatement.  The explanatory paragraph should also include a reference to the
company's disclosure of the correction.  Please refer to PCAOB AS 3101, paragraphs
18A-18C.

Notes to Consolidated Financial Statements

2. Summary of significant accounting policies

(n) Safeguard Program, page F -12

4. We have reviewed your response t o comment 3.  Based on the information provided we
belie ve the amounts recorded by the company for future payments that will be
contributed to the Safeguard Program, should be accounted as a financial asset at fair
value and not characterized as a receivab le.  Please revise to also include your accounting
policy for assessing and evaluating the potential impairment on this financial asset.

(z) Revision to previously issued financial statements, page F -18

5. Please revise the appropriate financial statement column headings and disclosures to
indicate that the affected periods have been “restated” for the correction of the errors as
opposed to “revised” in accordance with ASC 250.

Dr. Zane Wang
China Rapid Finance Limited
October 11, 2016
Page 3

You may cont act Marc Thom as at (202) 551 -3452  or Gus Rodriguez at (202) 551 -3752  if
you have questions regarding comments on the financial statements and related matters.  Please
contact David Lin at ( 202) 551 -3552 or me at (202) 551 -3391  with any other questions.

Sincerely,

 /s/ Erin E. Martin

Erin E. Martin
Special Counsel
Office of Financial Services

cc: Kerry Shen
Alan Seem, Esq.

Mail Stop 4720

August 29, 2016

Via E -mail
Dr. Zane Wang
Chief Executive Officer and Executive Director
China Rapid Finance Limited
5th Floor, Building D, BenQ Plaza
207 Songhong  Road
Changning District, Shanghai 200335
People’s Republic of China

Re: China Rapid Finance Limited
Amendment No . 6 to
Draft Registration Statement on Form F -1
Submitted August 2 , 2016
  CIK No. 0001346610

Dear Dr. Wang :

We have reviewed your amended draft registration statement 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 this letter by providing the requested information  and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.

 Summary of Historical Financial Informati on of our Company, page 13

1. We note your response dated June 30, 2016 to comment 4.    However, your disclosure of
gross billings and customer acquisition incentive at the bottom of your Consolidated
Statements of Comprehensive Income(Loss) on page F -4 still does not comply with the
ASC 604 -45-50-1.   Please revise your financial statements and anywhere else  in the
filing where the Consolidated Statement of Comprehensive Income(Loss) is disclosed, to
present the gross transaction volume of revenues reported  net parenthetically  when

Dr. Zane Wang
China Rapid Finance Limited
August 29, 2016
Page 2

 presented on the face of the financial statements.   Otherwise please include this
information in the notes to the financial statements.

Business, page 108

2. Please revise  your business discussion to clarify the difference i n the technologies  and
business processes utilized for both lifestyle and consumption loans, similar to your
response to comment 7.

Notes to Consolidated Financial Statements

2.Summary of significant accounting policies

(n) Safeguard Program, page F -12

3. We note in your response to comment 12 in your letter dated March 7, 2016 that for
lifestyle loans you do not combine the  borrower and investor  contracts into a single
arrangement under ASC 605.   However, it appears t hat you believe that the Safeguard
Program benefits both the investor and the borrower.   We also note that you first allocate
the consideration to the Safeguard Program in accordance with paragraph 605 -25-15-3A
before accounting for the two separate arran gements.  If the arrangement s with the
borrower and the investor were accounted for as a single arrangement under Subtopic
605-25, please tell us how the amount of consideration allocated, on the basis of their
relative selli ng pri ces, to each unit of accounting  (i.e., loan matching to the borrower ,
loan matching to the investor  and loan repayment services) would differ from your
current allocation.

(o) Revenue Recognition, page F -13

4. We note your prior responses to our comments on the accounting for your incentive
payments to investors for your consumption loans.   We do not believe your facts and
circumstances provide a sufficient basis to record these payments as an asset.    Prior to
restating your financial statements , please tell us if you intend to classify the incentive
payments as a reduction of revenue or if you intend to include a portion of the incentive
payments in another line item and, if so, tell us your basis for such line item.   In addition,
please provide  us with the disclosure you intend to include in MD&A and the financial
statement footnotes regarding this matter.

(x) Segment reporting, page F -17

5. We note your response to comment 14 that all financial information regularly reviewed
by the CEO, includi ng revenue and gross billings, is prepared on a consolidated
basis.   However, in your May 6, 2016 response to comment 28 you state that the only

Dr. Zane Wang
China Rapid Finance Limited
August 29, 2016
Page 3

 financial data assessed by loan type was revenue and gross billings.   Please reconcile
these statements for us.

6. We also note from your response that in making internal resources allocation the CEO
does consider operating data including loan volume and lending capital available.   In
your May 6, 2016 response you also state that this operating data is provided by lo an
type.   Please explain in greater detail how you determined that the use of this operating
data as part of the CEO’s allocation of resources did not meet ASC 280 -10-50-1b.  In
addition, clarify for us which of the three characteristics of an operating se gment in ASC
280-10-50-1 are relying upon to determine that you only have one operating segment
instead of multiple segments for lifestyle loans, consumption loans and you r micro -
lending subsidiary.

You may cont act Marc Thomas at (202) 551 -3452  or Gus Rodriguez at (202) 551 -3752  if
you have questions regarding comments on the financial statements and related matters.  Please
contact David Lin at ( 202) 551 -3552 or me at (202) 551 -3391  with any other questions.

Sincerely,

 /s/ Erin E. Martin

Erin E. Martin
Special Counsel
Office of Financial Services

cc: Kerry Shen
Alan Seem, Esq.

Mail Stop 4720

July 8 , 2016

Via E -mail
Dr. Zane Wang
Chief Executive Officer and Executive Director
China Rapid Finance Limited
5th Floor, Building D, BenQ Plaza
207 Songhong Road
Changning District, Shanghai 200335
People’s Republic of China

Re: China Rapid Finance Limited
Amendment No . 5 to
Draft Registration Statement on Form F -1
Submitted May 6, 2016
  CIK No. 0001346610

Dear Dr. Wang :

We have reviewed your amended draft registration statement 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 this letter by providing the requested information and either su bmitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your re sponse.

After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.

Prospectus Summary, page 1

1. We note your disclosure that  you have facilitated more than 4.7 million loans since
inception.  We further note that a higher figure is presented in the supplemental materials
dated April 2016.  We also note the disclosure presented in footnote 3 on page 5 of the
supplemental materia ls.  Please explain to us the difference in these figures and revise the
summary to clarify when the 4.7 million figure is calculated.  In addition, we note the
presentation of certain  figures for the number of loans that you facilitated, the number of

Dr. Zane Wang
China Rapid Finance Limited
July 8 , 2016
Page 2

 borrow ers and the loan volume, etc.  that do  not appear in the  prospectus.   Please explain
to us why this information is not material information that should also be included in the
prospectus.

Our Company, page 68

2. We note from your disclosure on page 68 and the organization chart on page 70 that
Shanghai Shouhang  Business Management Co., Ltd. is a wholly -owned subsidiary in
China and that substantially all of your business activities are undertaken by this and
other wholly owned s ubsidiaries organized in China.   You disclose that Shanghai
Shouhang  manages the Safeguard Program for the investors on your marketplace and that
your obligation to make payments at any point in time is limited to the amount of the
restricted cash balance.   Please address the following for the Safeguard Program:

 Explain the legal structure of the Safeguard Program and the legal restrictions on
the cash received from the borrower and investor for this Program.   For example,
whose name is on the cash account and what legal rights do you or your
subsidiaries have to the bank account?  Does the Safeguard Program have a legal
obligation to retain all cash attributed to it to fund future defaults even when a
loan is repaid?

 Tell us the compensation you or your subsidiary receive and the costs you incur
related to the Sa feguard Program.   Confirm that the amount debited in the
restricted cash account per borrower or investor payment is net of operating costs
and compensation paid to you.

 Tell us where in the Lifestyle Loan Investor Service Agreement tells the investor
the monthly service fee and Safeguard Program fee charged.

 Whether you still receive a monthly service fee when the payments are made from
the Safeguard Program fund to the lending investor.   If yes, please explain how
the subsequent borrower pay ments, if any, are divided between you, the Investor
and Safeguard Program including the late repayment fee.   In addition, address
how this impacts the legal restriction on the cash related to the Safeguard
Program.

 Confirm that when the Safeguard Program  fully repays an investor for a
delinquent loan that the creditor’s rights of that loan transfer from the investor to
you, if true.  Confirm that when this transfer of creditor’s rights takes place, you
record the loan on your balance sheet, if true.  Expl ain how the Safeguard
Program payment of delinquent interest impacts your interest in the loan and
related accounting.

Dr. Zane Wang
China Rapid Finance Limited
July 8 , 2016
Page 3

 Customer Acquisition Incentives, Page 81

3. We note your disclosure on page 81 that you offer customer acquisition incentives of
approxima tely $20 per new borrower to investors in consumption loans to each first -time
borrower.  You disclose that these incentives are used as a marketing tool to attract new
investors in consumption loans, and also to help you penetrate into the consumption loa n
business and to maximize the portion of the overall fees that the investors allow you to
retain from these borrowers by mitigating their potential investment losses from first -time
borrowers of consumption loans, which generally have higher credit losses  than repeat
borrowers.  Last, you state that other than this incentive, you do not assume any credit
risk for investors.  Please tell us how you considered the fact that you and not the
borrower provide investors with an incentive and it is viewed as a ty pe of credit
protection on loans made to first -time borrowers, in your determination that you did not
have an interest, even a subordinated interest, in the consumption loans that should be
recorded on your balance sheet or considered as a transferred asse t under ASC 860.

4. We also note from the disclosure that you expect to fully recover customer acquisition
incentive payments from recurring transaction and service fees from repeat borrowers of
consumption loans within 15 to 24 months from the financing o f the initial consumption
loans.  Please address the following:

 Tell us the weighted average number of months that you recover your incentive
payments.

 Clarify whether the recovery of cash incentive payments within 15 to 24 months
is based solely on the fees from an individual investor that receives a cash
incentive or whether this recovery period is based on revenues from all
consumption loan investors including those that did not receive a cash incentive
during the period.

 Confirm that you do not con sider lifestyle loan revenue in your cash incentive
accounting analysis even if there are overlapping investors and borrowers.

5. We note in the Consumption Loan Investor Service Agreement provided on March 7,
2016 that the payment and disposal terms of the  cash incentive was pre -populated with an
option.  Please clarify for us whether this term is always pre -populated and if so, how an
investor would go about changing the term to another option.

Revenue Recognition, page 84

6. We note your response to commen t 9 that the investor is your customer with regard to
consumption loans. We also note that the cash flows you receive for the consumption
loans revenue is generated from the borrower through the repayment of the loan.  Please

Dr. Zane Wang
China Rapid Finance Limited
July 8 , 2016
Page 4

 explain in greater detail how you determined that the investor was the customer for your
consumption loans.

7. We note your response to comment  11 that based on Chinese law you are only an agent
for the investor in the Consumption Loan Borrower Agreement and that in the event of
bankruptcy these loans do not form any part of your liquidation assets.  You also state
that borrowers are randomly mat ched to the investors based on the timing and level of
funds available for lending and neither you nor the investor has an option to manually
select borrowers.  Please address the following:

 Confirm that you have developed the technology that underwrites the
consumption loans and matches the borrowers with the investors.  In addition, tell
us whether you are able to modify this technology without the consent of the
investor lenders, including the criteria related to underwriting.  Tell us whether or
not yo u notify your investors of any changes in the technology.

 Tell us whether a consumption loan investor is able to request changes to the
consumption loan underwriting or the criteria of the consumption loans they
invest in at any point during the two -year agreement.

 Describe in detail how you market consumption loans to investors (e.g. , how you
describe your technology, the quality of the consumption loan borrowers and the
rate of return on their two year investment).

Safeguard Program, page 86

8. We note y our response to comment 13  that the amount of early repayment credits issued
from the Safeguard Program during 2014 and 2015 were $0.9 million and $0.6
million.   Please address the following:

 Explain in greater detail how you determined that the legal restrictions related to
the cash received for the Safeguard Program excludes the “performance bonus”
and that your subsidiary was not legally required to pay this “performance bonus”
from their own funds.

 Tell us whether the investor still receives the sa me return on their investment
when a borrower repays the loan early or if the amount is reduced due to the
shorter period of time the funds are lent.   Confirm that early repayment would
also reduce the Company’s total service fees received from the investo r and a
write -off of the remaining receivable due from investor for Safeguard Program, if
true.

Dr. Zane Wang
China Rapid Finance Limited
July 8 , 2016
Page 5

  Tell us the amount of the “performance bonus” paid to the borrower (e.g. is it the
full upfront contribution made by the borrower to the Safeguard Program or o nly
a percentage of those funds).

 Clarify if you record a liability and when it is recorded related to  the obligation
for “the performance bonus .”  If not, explain in detail  why a liability, separate
from the guarantee, is  not recorded .

9. We note your response to comment 16  that you recognize a receivable related to the
investor’s portion of the Safeguard Program fee under  ASC 460 -10-30-2.   This guidance
is referencing a practical expedient for the initial measurement of the liability at fair
value.  Please tell us  the authoritative guidance you relied upon related to recognition of
an asset for the investor’s payments related to the Safeguard Program.   For example, is it
a transfer of an asset under ASC 860, a derivative under ASC 815, or another finan cial
asset in GAAP.  Please provide a basis for your conclusion.  In addition, tell us which
party you receive the contractual right to cash flows from and how you considered this
right in your determination that you are not a participant in the loan.

10. In response to comment 16 you state that the Safeguard Program is recognized at its net
realizable value.   Please clarify what is recognized at net realizable value related to the
Safeguard Program, e.g. , the receivable or liability, and whether it is at net realizable
value at initial recognition or reduced to net realizable value as part of subsequent
measurement.

Notes to Consolidated Financial Statements

2.   Summary of significant accounting policies

(j) Loans receivable, net, page F -10

11. We note your response to comment  26 that the service you provide is mainly to collect
repayments from the borrowers and then wire funds to the investor’s designated account
by sending instructions to the third party payment companies that process the wire
transfer.  You disclose on page 82 that the fees paid to the third party payment processors
for servicing borrower payments totaled $0.3 million for 2015.  You also disclose on
page 125 that you provide payment management services for delinquent loans, whi ch it is
not clear whether the cost of this service is included in the $0.3 million.  Lastly, we note
your response to comment 6 that your service fee revenue for 2015 was $6.9
million.  Since total service fee revenue significantly exceeds your main cost for
providing such service, we continue to question how you determined that as the servicer
you do not have a servicing asset or l iability under ASC 860 -50-30.  Please explain in
greater detail the “other market players” you looked to determin e the fair market rate for
servicing, i.e. , names and types of companies, and tell us the nature of and total servicing
expenses, you incurred in 2015 related to servicing of the loans on your

Dr. Zane Wang
China Rapid Finance Limited
July 8 , 2016
Page 6

 platform.   However, if you determine that you do have a servicin g asset or liability under
ASC 860 -50-30 please  tell us the value of it as of December 31, 2015 .

(n) Safeguard Program, page F -12

12. We note your response to comment  27 that in determining the fair value of the guarantee
liability, you believe a market participant would consider how the “cap” related to the
Safeguard Program is legally structured and how it may impact any individual guarantee
by considering current availability of funds, including receivables from current
contractual arrangements in place.   Please e xplain in greater detail how the Company
determined that the fair value should include the total contractual cash flows owed by
investors at the date of measurement considering the cash flows are received over a
period of time and are contingent on borrowe r repayment.   In addition, tell us the risk
premiums or discounts, if any, the Company consider in determining the fair value of the
guarantee.

13. We also note that your profit margin estimate for the fair value of the Safeguard Program
is based on third -party service providers that arrange fund transfers and maintain a record
of the cash inflows and outflows like payment companies, banks, trustees or
brokers.   Please explain in greater detail how the legal structure and restrictions related to
the Safeguard Program compare with the types of accounts serviced by these third -parties
including whether these other providers retain the cash if the account is wound down.
(x) Segment reporting, page F -17
14. We note your response to comment  28 and that the CFO assists t he CEO in allocating
lending capital resources to lif estyle loans, consumption loans  and micro -lending loans.
In addition, we note that the CODM on a monthly basis receives the lending capital
movement and the following information by loan type: loan vol ume, revenue, gross
billings on transaction and service fees, number of borrowers, risk management policy
and default rate.  Please tell us what information the CEO reviews in order to determine
the allocation of lending capital resources to the various ty pes of lending and why you do
believe this information is not discrete financial information.

15. Please tell us how you considered the guidance in ASC 280 -10-50-40 in determining not
to disclose revenues separately for lifestyle loans, consumption loans an d micro -lending
loans.

Dr. Zane Wang
China Rapid Finance Limited
July 8 , 2016
Page 7

 You may cont act Marc Thomas at (202) 551 -3452  or Gus Rodriguez at (202) 551 -3752  if
you have questions regarding comments on the financial statements and related matters.  Please
contact David Lin at ( 202) 551 -3552 or me at (202) 551-3391  with any other questions.

Sincerely,

 /s/ Erin E. Martin

Erin E. Martin
Special Counsel
Office of Financial Services

cc: Kerry Shen
Alan Seem, Esq.

Mail Stop 4720

April 19 , 2016

Via E -mail
Dr. Zane Wang
Chief Executive Officer and Executive Director
China Rapid Finance Limited
5th Floor, Building D, BenQ Plaza
207 Songhong Road
Changning District, Shanghai 200335
People’s Republic of China

Re: China Rapid Finance Limited
Amendment No . 4 to
Draft Registration Statement on Form F -1
Submitted March 7, 2016
  CIK No. 0001346610

Dear Dr. Wang :

We have reviewed your amended draft registration statement 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 this letter by providing the  requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is approp riate, please tell us why in your response.

After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.

Dr. Zane Wang
China Rapid Finance Limited
April 19, 2016
Page 2

 Summary Historical F inancial Information of our Company, page 13

1. We have reviewed your response to comment 5.  Please revise to separately disclose the
amount of restricted cash available for the Safeguard Program for lifestyle investors who
have opted -into the program and  the restricted cash associated the investors in the
consumption loans.

Risk Factors, page 16

2. You disclose that most of the growth in your business in 2015 was attributable to low fee
generating consumption loans.  However, the noted increasing growth in consumption
loans did not appear to translate into any revenues in 2015.  Please disclose the credit and
operating risks inherent in consumption loans and when you expect to commence
generating revenues and profits from your consumption loans.

Risks Related to Our ADSs and This Offering, page 48

3. We note the new disclosure on page 172 that parties to the deposit agreement waive their
right to trial by jury in any legal proceeding arising out of the deposit agreement or the
ADSs.  Please disclose that fact and the potential risks to investors in this section.

4. Please incl ude a risk factor that discloses  the risks that your directors, officers and
principal shareholders have substantial influence over the company or explain to us why
this is not a materi al risk to investors.

Dilution, page 64

5. Please tell us how you determined the net tangible book value of US$(1.61) as of
December 31, 2015.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Key Operating and Financ ial Metrics, page 76

6. We note from your table that all your key operating and financial metrics significantly
increased in 2015.  For example, lifestyle loans volume increased by 18%, however,
gross billings on transaction and service fee increased only by  9%.  We also note your
discussion on pages 76 to 80 of your results of operations including certain negative
trends such as the decrease in average rate of transaction fee by 2% due to better credit
quality borrowers and different loan product mix, and $0  revenue related to consumption
loans because of cash incentives in 2015.   You also state that your repeat borrowers tend
to increase their loan sizes with each subsequent loan and your repeat borrower rate went
from 10% in 2014 to 65% in 2015.  Please re vise to discuss the following in your

Dr. Zane Wang
China Rapid Finance Limited
April 19, 2016
Page 3

 disclosures:

 Why gross billings and revenue didn’t increase by the same rate or more as the increase
in volume of lifestyle loans considering the significant increase in repeat borrowers and
average account management  fee increase from 2014 to 2015; and

 Why the cash incentives related to consumption loans was higher than total revenue for
these loans considering cash incentives only apply when an investor lends to a new
consumption loan borrower and there was a signif icant increase in repeat borrowers in
total.

Key Factors Affecting Our Results

Average Annual Investment Return, pages 77 -78

7. We have reviewed your response to comment 7 and note your disclosure of the average
annual investment return on your marketplace throughout the filing. Given the difference
in costs included in the calculation of the annual investment return by loan product, for
example the Safeguard Program fee, please expand the disclosures to separately disclose
the average annual inv estment return on lifestyle loans and consumption loans for the
years ended December 31, 2013, 2014 and 2015.

Key Components of Results of Operations

Revenue, page 78

8. We have reviewed your response to comment 11. Please expand the discussion to
discl ose the amounts paid to the third party payment processors for the servicing of the
borrower payments on facilitated loans for the years ended December 31, 2013, 2014 and
2015.

Customer Acquisition Incentives, page 80

9. In regard to the consumption loans cash incentive program, please address the following:

 Revise to disclose the business purpose of this program as described in comment 25 and
whether the company intends to continue this program with the consumption lending line
of business;

 Clarify in the filing that these cash incentives are paid only when an investor invests in a
new consumption loan borrower;

 Disclose the timing when these cash payments are made to the investors;

Dr. Zane Wang
China Rapid Finance Limited
April 19, 2016
Page 4

  Clarify in the disclosures whether these investors have a  risk of loss in excess of the cash
incentives received and what is the average cash incentive; and

 Explain in greater detail how you determined that this was a cash incentive and not a
guarantee liability, and that there was no additional guarantee liabi lity for consumption
loans similar to the Lifestyle Loans Safeguard Program  considering the information
included in Article VI of the Consumption Loan Investor Legal Agreement.

Other income, net, page 81

10. Please address how the loss of the conversion o f the promissory note into preferred shares
was determined and the accounting treatment followed.

Critical Accounting Policies

Revenue Recognition, page 83

11. We have reviewed your response to comment 10 including the legal agreements related
to the life style loans and consumption loans.   We also note your disclosure on page 120
and response to comment 13 that investors of consumption loans may lend under
Haidong’s name, your micro -credit subsidiary that also funded consumption loans on
your behalf during 2014 and 2015.  Please address the following:

 Expand the disclosure on page 83 to state the legal rights or obligations the company, the
borrower and investor have related to the noted legal agreements similar to your
responses to the bullet points in you r response including a description of the obligation in
Article 3.13 of the Lifestyle Loan Investor Service Agreement.

 Tell us the amount of consumption loans where the investor lent directly to the borrower
compared when the investor lent under the name of your micro -credit subsidiary.

 Explain in greater detail how you determined that consumption loans lent in Haidong’s
name should not be recorded on your balance sheet considering the loans are issued in
your subsidiary’s name, it’s business is to lend a nd the legal rights of your subsidiary
described in Chapters 2, 5 and 6 of the consumption loan agreement.

 Explain how the last feature in Article 5 of the consumption loan agreement is accounted
for.

12. You disclose that revenue from management of the Safeguard Program is recognized
ratably over the term of the loan.  We also note your disclosure beginning on page 84
related to the accounting for the Safeguard Program and that you would recognize a
revers al of the related liability when you are released from the underlying risk. Please
clarify whether the revenue you refer to as being “from management of the Safeguard

Dr. Zane Wang
China Rapid Finance Limited
April 19, 2016
Page 5

 Program and recognized ratably over the loan” is the same as the reversal of the liabilit y.
If so, clarify this in your disclosure including that it is recognized only when released and
not ratably over the term and the line item in the financial statements where this revenue
is reflected.

Safeguard Program, pages 84 -85

13. We note your respo nse to comment 15 that the Safeguard Program contributions are not
refunded, however, if a lifestyle loan borrower were to repay in full early than you will
give them  an early -repayment credit from the Safeguard Program.  Please tell and revise
your filing  to disclose this feature, how it is accounted for (e.g. , a cash incentive netted
against revenue or expense related to the release of the liability), whether the investor
would also receive a refund for the portion of the Receivable they had repaid along w ith
the forgiveness of any outstanding receivable, and the amount of early -repayment credits
made during the three years presented.  Please also explain how you have the authority to
provide a borrower with an early -payment credit funded from the Safeguard Program
contributions, if the cash in that account is legally restricted to the benefit of investors.

14. We note your response to comments 7 and 10 in regards to your recognition of the
Safeguard Program liability under ASC 460 before recognizing revenue .  We also note
your disclosure on page 120 that the portion of the upfront fee paid by the borrower is
automatically transferred to the Safeguard Program, and presumably restricted cash, if the
investor has opted into the Program.  Last, we note your resp onse to comment 16 that as
of December 31, 2015 all investors of lifestyle loans originated on your platform have
opted into the Safeguard Program.  Please revise to disclose this information and tell us
your revenue recognition policy for lifestyle loans if an investor does not opt into the
Safeguard Program.

15. We note your disclosure that at loan inception you record a payable for the Safeguard
Program measured at fair value and subsequently you measure the payable in a
combination of two components that y ou refer to as the ASC 460 component and ASC
450 component.  You state that the ASC 460 component is determined on a loan -by-loan
basis, whereas, the ASC 450 component is determined on a pool basis.  Please explain
how you determined that the unit of accou nt was different at initial recognition than
subsequent measurement (i.e. loan -by-loan basis compared to both loan -by-loan and pool
basis).  We note that ASC 460 -10-25-2 and ASC 460 -10-30-3 states that at initial
measurement you consider both the noncontin gent and contingent aspect of the guarantee
and your response to comment 20 states that each lifestyle loan facilitated on the platform
and the related Safeguard guarantee represents a stand -alone arrangement.

16. You state that you recognize a Safeguard Prog ram receivable at loan inception if the
investor has opted into the Safeguard Program.  Please address the following:

Dr. Zane Wang
China Rapid Finance Limited
April 19, 2016
Page 6

  Tell us how you considered the fact that all the revenue from the investor is contingent as
described in your response to comment 7 when recording a receivable from the investor
for the Safeguard Program.

 Confirm that you do not recognize service fee revenue until the Safeguard Program
receivable is repaid, as suggested in your response to comment 12 that total consideration
from the inves tors is first allocated to the Safeguard Program liability.

 If all investor payments are not first applied to the receivable until it is repaid, then tell us
how you determine the amount to allocate to the receivable compared to service revenue.

 You disc lose on page 85 that collection from investors at an annualized rate of
approximately 1 -2% is also deposited into a restricted cash account.  Revise your
disclosures to clarify whether the collection of 1 -2% of the principal on an annualized
rate is the an nualized rate of the total Safeguard Program receivable due from investor at
loan inception or does it represent another amount and if so, explain.

17. We have reviewed your response to bullet point number 6 of our comment 15 and Article
7 of the Lifestyle Loan Investor Services Agreement. Please tell us where in the
Agreement the first -loss payout basis when the restricted cash balance under the
Safeguard program has reached $0 is described and where you would disclose to
investors prior to funding a new lo an that there is no cash in the Safeguard Program.  In
addition, provide an example of how the maximum repayment amount as described in
Article 7.1.2 and 7.1.3 is calculated .

 Allowance for loan losses, page 85

18. Please tell us whether the allowance for loan losses also covers the Safeguard Program
receivables and if so, revise to disclose.

Results of Operations, page 88

Revenue

19. Your discussion emphasizes the importance of gross billings and the changes therein
between the periods presented.  The incr ease in gross billings in 2015 in comparison to
2014 was due to the significant increase in consumption loans made during the year.
Thus, your discussion should also be revised to quantify and discuss the net revenues
recognized on both lifestyle loans an d consumption loans during the periods presented to
give the reader a clear understanding of the impact on operating results of entering into
the consumption loan business during 2015.

Dr. Zane Wang
China Rapid Finance Limited
April 19, 2016
Page 7

 Investors, page 113

20. We note your disclosure on page 113 that during  2015 you were accepted by Orchard
Platform Advisors, LLC, an United States company, which will allow you to source
institutional investors from their platform.  We also note you plan to increase sources of
lending capital to your marketplace both from wit hin China and internationally including
individuals as well as domestic and international institutions.  Please tell us whether you
had any borrowers or investors during 2015 that were located outside of China and
whether you have considered the regulatory  and accounting impact that international
borrowers and investors on your platform may have.

Credit Scoring, page 116

21. We note your tabular disclosure of default rates and the comparable FICO score for each
application score category on page 117.  We al so note your disclosure on page 77 that
your loan volumes and financial performance will continue to be dependent on your
ability to effectively evaluate potential borrowers’ credit profiles and forecast default
rates.  Please address the following:

 Explain how the actual overall default rates of 8.3%, 7.3% and 11.8% for the last three
years along with the average Safeguard Program contribution rates of 11%, 12% and 15%
represent an annualized default rate of 6 to 7%.

 Tell us and revise to disclose  how you determined the comparable FICO Score for each
category when there is no credit score standard similar to FICO in China.

 Revise to separately disclose in your filing either the annualized average default rate or
overall default rate of your consu mption loans.

Safeguard Program, page 120

22. We note your response to comment 16 that the aging and delinquency information of
Lifestyle loans is not directly related to the Company’s direct or potential liability for the
Safeguard Program.   However, we n ote from your disclosure here that the trigger for
interest or principal repayment to an investor under this Program is delinquency of a
borrower’s repayment obligation.   Given the relationship between the Lifestyle loans past
due status and the obligation  to make payments to an inv

Mail Stop 4720

February 18 , 2016

Via E -mail
Dr. Zane Wang
Chief Executive Officer and Executive Director
China Rapid Finance Limited
5th Floor, Building D, BenQ Plaza
207 Songhong Road
Changning District, Shanghai 200335
People’s Republic of China

Re: China Rapid Finance Limited
Amendment No . 3 to
Draft Registration Statement on Form F -1
Submitted December 28 , 2015
  CIK No. 0001346610

Dear Dr. Wang :

We have reviewed your amended draft registration statement 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 this letter by providing the  requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in re sponse to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.

General

1. We note that the CBRC published a draft rule on December 28, 2015 that would place
additional restrictions on peer -to-peer lenders, including the prohibition of taking
deposits from the public, pooling investors’ money or guaranteeing returns.  Please
update your disclosure to include a discussion of this new draft rule and how it may affect
your business or ex plain to us why such information is not material to investors.

Dr. Zane Wang
China Rapid Finance Limited
February 18 , 2016
Page 2

2. We note your response to comment 2.  However, it remains unclear whether you have
protocols to ensure that your marketplace will not facilitate loan transactions with
borrowers or investors lo cated in the United States.  While your response indicates that
consumption loan borrowers are “highly unlikely to borrow Renminbi for short periods
while overseas,” it remains unclear whether a PRC citizen transiently visiting the United
States would be prohibited  from participating in loan transactions, either as a borrower or
a lender, on your platform via mobile devices or online.  Therefore, we reissue the
comment.

3. Please advise  as to whether you anticipate being a “controlled company,” as defined by
NASDAQ or NYSE rules, as applicable, upon the completion of this offering.  If so,
please revise your disclosure, including providing an appropriate risk factor.

Summary of Historic al Financial Information of our Company, page 13

4. We note you disclose and discuss “gross transaction and service fees” on pages 13, 15, 73
to 76, 78, 79, 87 to 89, 103 and on the Unaudited Interim Consolidated Statements of
Comprehensive Income before “Re venue” line items.  We also note description (4) on
page 15 that this amount represents the revenue line without customer acquisition
incentives.  Please address the following:

 Tell us whether the “transaction and service fees” revenue line item is net of  anything
other than customer acquisition incentives;

 Revise your presentation of the “gross transaction and service fee” and “customer
acquisition incentive” line items to comply with the guidance in ASC 605 -45-50-1;

 Revise the term “gross transaction a nd service fees” throughout your filing, for example
to gross billings, to make it clear that it is not equivalent to revenues or any other
financial metric that is presented in your financial statements; and

 Revise the disclosure throughout your filing t o explain in detail why you believe “gross
transaction and service fees” is a key operating metric that is an important indicator of
your growth and business performance.  Specifically, explain how an investor should
evaluate this disclosure.

Summary C onsolidated Balance Sheet Data, page 14

5. Please revise to disclose cash and restricted cash separately for the periods presented.

6. Please revise to disclose the liabilities from the risk reserve fund guarantee for the periods
presented.

Dr. Zane Wang
China Rapid Finance Limited
February 18 , 2016
Page 3

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

Key Components of Results of Operations, pages 77 -78

7. Please address the following with respect to both your “Lifestyle” and “Consumption”
loans facilitated:

 Provide us wit h a schedule of the fees you charge, the payment terms of those fees,
whether they are fixed or variable by payee (i.e. , investor or borrower);

 If there is no separate fee to opt into the safeguard program for lifestyle loans, tell us
which fee described i n response to the first bullet includes the safeguard program;

 Tell us whether the investor is required to make monthly payments for account
management services if the borrower is delinquent or in default on loan payments;

 Confirm that the 1 -2% and 16%  of principal in the table on page 78 is the average
transaction fee for the loans and tell us how you determine when to charge a higher or
lower transaction fee;

 Since the average interest rate paid by the borrower on a lifestyle loan is 14% in 2015
while the transaction fee is 16%, confirm that the transaction fee is a separate fee from
the interest rate on the loan;

 Confirm that the investor receives its return through the interest rate charged and  tell us
the amount of the interest rate, if any, that  you retain as part of your fees;

 Provide the average annual investment return on consumption loans compared to lifestyle
loans; and

 Include the average account management fees from your response to prior comment 15 in
the table on page 78.

8. We note your disclosure on page 78 that one of the services you provide is assistance to
investors in collecting loan payments from borrowers.  Please tell us whether you or the
investor makes the decisions related to default services and/or remediation pr ocesses.  In
addition, tell us how you considered the guidance in ASC 860 -50 in your determination
that you did not have a servicing asset or servicing liability related to your obligation to
service the loans originated from your platform for your investo rs.

9. You disclose that consumption loans are made either using your proprietary predictive
selection technology or based on the historical repayment records and other behavior of
borrowers on your marketplace.  Please explain in greater detail how the h istorical
repayment records and other behavior of the borrowers on your marketplace impact the

Dr. Zane Wang
China Rapid Finance Limited
February 18 , 2016
Page 4

 issuance of a consumption loan through your platform and provide you sufficient
information to determine whether to include that loan on your platform.

Critica l Accounting Policies

Revenue Recognition, page 83

10. You disclose for both lifestyle and consumption loans that you are not the legal lender or
borrower in the loan origination and repayment process, therefore, you do not record
loans receivable and payab le arising from the loan between the investor and the borrower.
Please provide us a copy of the legal agreements between you, the lender and/or borrower
including the loan and safeguard program agreements.  In addition, explain in detail the
legal rights  or obligations you, the borrower and investor have related to the transactions
and cash flows facilitated through your platform.  As part of this response also address
the following:

 Would your creditors have claim against the loans facilitated through yo ur platform in
bankruptcy in all relevant jurisdictions?

 Does the investor have the legal right to collect funds directly from the borrower when
the borrower is in default?

 Is the investor aware of the credit rating and the APR on every loan they inves t in and if
so, do they have any legal ri ght to the full APR of the loan ?

11. Please tell us amounts paid to the third party payment processors for the servicing of the
borrower payments on facilitated loans in each of the periods presented.

12. We note your revenue recognition policy for “Lifestyle” loans and that you view both the
investor and borrowers as your customer.  You disclose that you allocate funds received
from both the investor and borrower first to the Safeguard Program and then allocate the
remaining to your loan matching and loan repayment service elements.  Please address
the following related to your revenue recognition policy for “Lifestyle” loans:

 If the transaction fee is paid by a different counterparty than the monthly repayment
services, tell us how you determined it was appropriate to combine these contracts and
account for them as a single arrangement under ASC 605;

 Explain in greater detail how you identified the various deliverables once the contracts
were combined and how you determined the best estimated selling price of the elements
of the arrangements.  Ensure your response also addresses the following:

o How you determine the transaction fee for loan matching from borrowers versus
the revenue for loan matching from inve stors;

Dr. Zane Wang
China Rapid Finance Limited
February 18 , 2016
Page 5

o Why you recognize revenue for loan matching and loan repayment over the term
of the loan for investors; and

o If the best estimated selling price is based on the costs incurred to deliver such
services then provide us a breakout of the costs by del iverable and related line
item(s) in the financial statement.

13. We also note your revenue recognition policy for “Consumption” loans and that the
recognition of revenue for the associated fees is contingent upon actual repayment from
the borrower of the l oan.  Please address the following related to your revenue
recognition policy for “Consumption” loans:

 If the transaction fee is paid by a different counterparty than the monthly repayment
services, tell us how you determined it was appropriate to combine  these contracts and
account for them as a single arrangement under ASC 605; and

 Explain in greater detail how you identified the various deliverables once the contracts
were combined and how you determined the best estimated selling price of the elements
of the arrangements.

 Safeguard Program, page 84

14. You disclose that contracts entered into prior to November 2013 did not specify the
amounts to be contributed to the Safeguard Program so no receivables were recorded.
Please revise to describe in det ail any probable future economic benefits as a result of
these past transactions and your contractual legal obligation for repayment of defaulted
loans with respect to the investor protection services for the Safeguard Program funded
prior to November 2013 , at December 31, 2014 and September 30, 2015.  In addition,
explain how you determined the receivable related to the Safeguard Program is
collectible and provide us with an example of how you record the receivable at loan
inception.

15. Please address the fo llowing with regard to the Safeguard Program:

 Tell us how you determine the initial upfron t amount and subsequent amounts ;

 Tell us and disclose whether the subsequent contribution amounts are adjusted to reflect
changes in estimated default rate ;

 If the amounts owed to the individual investors on this loan, exceeds the amount paid into
the Safeguard Program to date for the related loan, address whether the company is liable
for any excess amounts of unpaid interest and principle or is the payout to  investor
limited to the portion of the Safeguard Program c ontributions collected to date ;

Dr. Zane Wang
China Rapid Finance Limited
February 18 , 2016
Page 6

 Clarify in your disclosure whether the restricted cash account related to the Safeguard
Program is available to all investors in the program or whether you legally  obligated or
chose to segregate the funds by investor or based on a first in, first out type of allocation?
For example, if a loan is more than 180 days past due and the restricted cash balance is
equal to the outstanding principal and unpaid interest of  that loan, do you pay the related
investor the remaining restricted cash so the balance goes to $0 even though there are still
investors covered by the Program or does the investor receive only a portion ;

 Disclose whether there is a limit on the period of time in which investors can receive
monies from the safeguard reserve fo r unpaid interest and principal ;

 If there are not sufficient funds, tell us and disclose how payments to investors are made
and determined (e.g. , pro-rata);

 Tell us and disclose w hether the Safeguard Program contributions have to be returned if
there is no loan default; and

 Disclose the actual default rates for each of the periods presented for each of the different
borrower assigned categories.   Disclose how the default rates co mpare to the average
annualized contribution rates to the Safeguard Program for the periods presented.

16. Please revise to include aging and delinquency information for the Lifestyle loans
facilitated for each of the periods presented so that an investor ca n ascertain your
potential liabilities under the safeguard program.  Please also revise to identify the
amount of loans facilitat ed where the investor has op ted into the Safeguard program.

Our Industry

Typical Borrower Acquisition Models, page 99

17. We note your disclosure of the typical borrower acquisition models and investor
acquisition models in China.  We also note you use the proprietary predictive selection
technology model.  Please tell us and revise to disclose which investor acquisition model
you use.

Dr. Zane Wang
China Rapid Finance Limited
February 18 , 2016
Page 7

Our Services, page 108

18. We note your disclosure on page 110 that an investor has the right to select their own
loans, however, almost all investors authorize you to accept loans on their behalf, as long
as the loan fits within the investor’s inves tment profile.  We further note your response to
comment 27 that for consumption loans you have an agreement that allows you to lend
funds from the investor’s account to borrowers for a minimum two -year period.  Please
tell us and revise your “Busine ss” section disclosure to address the following:

 What are the investment profiles you offer and do you have the ability to select both
lifestyle and consumption loans for investors?

 Is there only one investor for every loan facilitated on your platform?

 Does the account management fee charged to investors differ based on whether they or
you select the loan(s) for investment or based on the investment period?

 Do all investors in consumption loans have a two -year minimum investment period?  Are
there mini mum investment periods for investors in lifestyle loans and if so, what is the
minimum investment period?

 What legal rights, if any, does an investor have to withdrawal their cash in an investment
before the maturity date or minimum investment period date ?

 Are there circumstances where you would buy a loan from an investor or pay it off before
maturity date, other than under the Safeguard Program?

Credit Scoring, page 113

19. Please clarify whether the credit scoring system described here and the table of  lifetime
default rate for all loans reaching maturity disclosed on page 114 is for both lifestyle and
consumption loans.  In addition, tell us whether an investor on your platform receives the
information in the table on page 114 for each loan prior to in vesting.

Dr. Zane Wang
China Rapid Finance Limited
February 18 , 2016
Page 8

 Notes to Unaudited Interim Condensed Consolidated Financial Statements

Note 2. Summary of Significant Accounting Policies

Note (h) Safeguard Program, page F -39

20. You disclose that at loan inception you record a Safeguard Program payable in
accordance with ASC Topic 460 and the payable is measured at fair value.  You also
state that your obliga

Mail Stop 4720

December 18 , 2015

Via E -mail
Dr. Zane Wang
Chief Executive Officer and Executive Director
China Rapid Finance Limited
5th Floor, Building D, BenQ Plaza
207 Songhong Road
Changning District, Shanghai 200335
People’s Republic of China

Re: China Rapid Finance Limited
Amendment No s. 1 and 2  to
Draft Registration Statement on Form F -1
Submitted December 2 , 2015  and December 9, 2015
  CIK No. 0001346610

Dear Dr. Wang :

We have reviewed your amended draft registration statement s 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 this letter  by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an am endment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.

General

1. We note your response to comment 3.  Please provide supplementally a copy of Oliver
Wyman’s commissioned report with text cited in the document highlighted and cross -
referenced to the page(s) of your document where such information is cited.   To the
extent that you intend to provide the report pursuant to Securities Act Rule 418, it should
be sent in paper form accompanied by a cover letter indicating that the material is being

Dr. Zane Wang
China Rapid Finance Limited
December 18, 2015
Page 2

 provided pursuant to the rule and that such material should be returned to the registrant
upon completion of the staff review process.

2. We note your response to comment 4 and revised disclosure on page 109, which states
that your marketplace “currently serves EMMAs in China” and “currently enables
investors domiciled in China to invest in loans.”  Please explain to us in greater detail
whether you have protocols to ensure that your marketplace does not facilitate loan
transactions with borrowers or investors located in the United States.  For example,
please address in your respon se whether a PRC citizen transiently visiting the United
States would be prohibited from participating in loan transactions, either as a borrower or
a lender, on your platform via mobile devices or online.

Prospectus Summary, page 1

3. We note your disclosure on page 3, which indicates that “the average lifetime value of
your borrowers . . . will significantly exceed the acquisition cost per borrower.”  Please
provide your basis for such belief.   In this regard, it is unclear to us if the  information that
is provided on slide 36 in the written communication that you submitted supplementally
is consistent with such statement.

Risk Factors

Risks Related to the PRC Laws Regulating Our Business and Industry

Our operations may need to be m odifie d . . . , page 34

4. We note the disclosure that in July 2015, ten PRC central government ministries and
regulators, including the PBOC, the CBRC, the Ministry of Finance, the Ministry of
Public Security and the Cyberspace Administration of China, together released the
Guidelines, which identified the CBRC as the supervisory regulator for the online lending
industry.  According to the Guidelines, online marketplace lending platforms shall only
serve as intermediaries to provide information services to borrowe rs and investors, and
shall not provide credit enhancement services or illegally conduct fund -raising.   In
addition , you state that some elements of the company’s marketplace may not currently
be operating in full conformance with the Guidelines and the othe r principles that have
been announced in recent years.  For example, some of the company’s agreements with
third party payment companies may need to be amended with respect to the escrow
account arrangement to comply with the pending rules.   In addition, the  Guidelines and
other regulations do not have a clear definition of “credit enhancement service,” nor do
they address whether a marketplace lending platform’s affiliated enterprises could
provide a “credit enhancement service.”   To the extent that your Safeg uard Program is
classified as a “credit enhancement service” as such definition is clarified, and it is found
that affiliated enterprises of a marketplace lending platform cannot provide “credit
enhancement services,” the company may be required to make ma terial changes to the

Dr. Zane Wang
China Rapid Finance Limited
December 18, 2015
Page 3

 way in which they conduct business and as a result, its business may be materially
affected.   In this regard, address all the Guidelines and other principles of your online
lending industry and describe how you are in compliance.   If yo u determine that you are
not currently in compliance , tell us the impact on your business and how you considered
the requirements of ASC 450.

Risks Related to Our ADSs and This Offering

Because the initial public offering  . . . , page 50

5. Please revise the d isclosure in the third sentence to refer to September 30, 2015.

Dilution, page 63

6. We have reviewed your response to comment 11.   Please revise the disclosure in the
second sentence of the first paragraph to state that dilution results from the fact that t he
initial public offering price per ordinary share is substantially in excess of the pro forma,
as adjusted net tangible book value per ordinary share attributable to the existing
shareholders for our presently outstanding ordinary shares.

7. We have revie wed your response to comment 12.   Please revise the disclosure in the first
sentence of the second paragraph to reflect the information presented in the September
30, 2015 financial statements where net tangible book value is US$ (56.077) million or
US$ (3. 45) per ordinary share.

8. Please revise the first sentence of the third paragraph to refer to the net tangible book
value after September 30, 2015.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Key Operating and Financial Metrics, page 75

9. Please revise to disclose the amount of loans generated and the loans outstanding by type
for each period presented.

Key Components of R esults of Operations, pages 77

10. We have reviewed your response to comment 15.  Please expand the disclosures to
specifically address, for the periods presented, the revenues recognized separately for
account management services provided for loan collections and those revenues
recognized for the administration of the S afeguard program.  In addition, please tell us
the types of services actually provided and how these revenue amounts are determined
for each of the different lending arrangements (i.e. , lifestyle, consumption and micro
lending).

Dr. Zane Wang
China Rapid Finance Limited
December 18, 2015
Page 4

11. In regard to lifestyle loan  lending arrangements, please revise to disclose the data that is
submitted for verification by the borrower prior to loan issuance.

12. Tell us whether any of the account management services or participation in the safeguard
program can be added after the l oan issuance and how the company accounts for these
changes.

13. Please revise to provide the reader with information addressing the types of loans
originated and the performance of these loans within the micro -lending business.  Your
disclosures indicate t hat such loans account for less than 1% of total assets at September
30, 2015; however , the allowance for loan losses increased significantly during 2015 in
comparison to prior periods presented.

14. We have reviewed your response to comment 16.  Please expand  the disclosure to
provide the average loan size for each period presented and provide disclosure of why the
transaction and service fees on loans did not increase in proportion to the total number of
loans similar to your response.

15. In regard to the increase in account management fees recognized in fiscal 2014 in
comparison to 2013, tell us the correlation between the interest income received by
investors and the level of management fees recognized by the company.  In addition,
disclo se whether there was a similar impact on 2015 account management fees
recognized.

16. Please revise to disclose the amount of lending transactions by loan type which generated
transaction fees upon successful loan matching.

 Operating Expenses, pages 79 an d 87

17. Please expand the disclosure to discuss the expenses associated with transaction fees for
each period presented.

Critical Accounting Policies

Revenue Recognition, page 81

18. Please revise to address the lending related services provided and your accounting for
these services as it relates to the micro -credit lending operations.

Safeguard Program, page 83

19. We have reviewed your response to comment 23.   Your disclosures indicat e that an
investor may be entitled to receive unpaid interest and principal under the terms of the

Dr. Zane Wang
China Rapid Finance Limited
December 18, 2015
Page 5

 safeguard program.  Please revise to expand the disclosures to address the following as it
relates to the safeguard program:

 how payment amounts due to an  investor for unpaid interest and principal are
determined;

 disclose when payments due to an investor are made and if they are based on level of
delinquency or some other triggering event;

 disclose if there is a cap and how this cap on payments made to an investor are  is
determined;

 disclose as to whether the company is liable for any delinquent interest or principal on
any one specific loan if there were not sufficient funds collected upfront or through
subsequent individual loan repayments;

 disclos e the percentage amount from each respective loan repayment which is segregated
into restricted cash;

 expand the disclosures to state when an investor would occur a loss; and

 disclose when an investor would incur a loss and tell us how you determined th e
maximum amount payable to lenders in relation to the existing loans at both December
31, 2014 and at September 30, 2015.

Recently Issued Accounting Standards, page 93

20. The staff notes that you discuss ASU 2014 -15 Presentation of Financial Statements -
Going Concern (Subtopic 205 -40) – Disclosure of Uncertainties about an Entity’s Ability
to Continue as a Going Concern twice.  Please revise, as applicable.

Business

Proprietary, Advanced Technology Platform

Credit Scoring, page 112

21. We note your revised disclosure in response to comment 29 that you “have not set any
specific minimum criteria (other than age) for considering a potential borrower.”  Please
revise to disclose the minimum age required of potential borrowers in your market place.

Dr. Zane Wang
China Rapid Finance Limited
December 18, 2015
Page 6

 22. We note your response to comment 31.  Please revise the prospectus to include disclosure
similar to that provided in the first sentence of your response (i.e., that the company does
not assume, and has not assumed, any liability for failing to co rrectly assign a credit score
to a particular borrower).

23. We note your statement that the focus of the company’s marketplace is application score
categories 1, 2, and 3 and that management intends to focus on and grow the base of
borrowers in applicatio n score categories 1, 2 and 3.   From your disclosure it appears that
these borrowers could be defined as “prime borrowers” vs. borrowers with application
score categories 6 and 7 , which you have defined to be comparable to sub -prime
categories in the U.S.  So that a reader has a better understanding of these borrowers,
please expand the filing to define what “prime borrowers” means in China vs. what we
define as “prime borrowers” in the U.S.

Financial Statements

Consolidated Balance Sheets as of December 31,  2013 and 2014, page F -3

24. Reference is made to Mezzanine Equity and Shareholders’ Deficit.  Please delete the
references to shares outstanding on a pro forma basis as of December 31, 2014.

Notes to Financial Statements

Note 2.  Summary of significant accounting policies

(n) Safeguard Program, page F -12 and Note (h) page F -39

25. Please revise your disclosures to describe, in more detail, the process used to calculate the
safeguard program liability.  Discuss how you develop the e stimated loss rates for your
targeted borrowers.  Describe how your historical charge -off rates and loss rates are
considered and how you determined that this was sufficient evidence to reasonably
estimate the reserve in light of your significant growth.  Y our disclosures should address
the quantitative and qualitative factors that influence your calculation

26. Tell us the amount of the contingent liability recorded under ASC 450 at each of the
periods presented.

Unaudited Interim Condensed Consolidated Fi nancial Statements

Notes to Unaudited Interim Condensed Consolidated Financial Statements

Note 2. Summary of significant accounting policies

(i)Revenue Recognition

Dr. Zane Wang
China Rapid Finance Limited
December 18, 2015
Page 7

Incentives to investors, page F -41

27. We note your statement that the Group provides incen tives to investors and that these
incentives are accrued as they are earned by the marketplace investors and are accounted
for as a reduction of revenue in accordance with ASC subtopic 605 -50.  In addition, you
state that when recording these incentives as a reduction in revenue results in negative
revenue for a marketplace investor on a cumulative basis, the cumulative shortfall is
deferred as management considers that it is probable future revenue from the customer
under the arrangement will exceed the cus tomer acquisition incentive.  In this regard ,
please address the following:

 How you determine whether cumulative negative revenue exists for a specific customer;

 How you considered the requirements of ASC 605 -50-45-9 for the recharacterization of
revenue as an expense; and

 How you determined that probable future revenue from the customer under the
arrangement will exceed the acquisition incentive.

We may have further comments based on your response.

Exhibits

General

28. We note that certain exhibits have not been filed in their entirety.  For example, Exhibit
4.1(d) and the disclosure schedule have been omitted from Exhibit 10.1, and Exhibit A
has been omitted from Exhibit 10.2.  These are only examples.  Please ensure that all
exhibits are filed in t heir entirety.

Exhibits 8.2 and 99.2. Opinion of Haiwen & Partners

29. We note that you have submitted a draft copy of the Opinion of Haiwen & Partners as
correspondence.  Please note that counsel may limit reliance on the opinion with regard
to purpose, but  not person.  Please have counsel revise the last paragraph of the opinion
to clarify that shareholders are entitled to rely upon the opinion of counsel.

Exhibit 10.6. Form of Advisory and Incentive Share Agreement

30. We note your response to comment 46 and the Form of Advisory and Incentive Share
Agreement filed as Exhibit 10.6.  Please file the final and executed versions of such
agreements, including all annexes and appendices thereto, as exhibits to the registration
statement or explain why you would not be in a position to do so.

Dr. Zane Wang
China Rapid Finance Limited
December 18, 2015
Page 8

Exhibit 23.4. Consent of Oliver Wyman Inc.

31. We note that the Consent of Oliver Wyman Inc. is undated.  Please file a currently dated
consent.  Refer to Item 601(b)(23) of Regulation S -K for guidance.

You may cont act Chris H arley at (202) 551 -3695 or Marc Thomas at (202) 551 -3452  if
you have questions regarding comments on the financial statements and related matters.  Please
contact David Lin at ( 202) 551 -3552 or me at (202) 551 -3391  with an

Mail Stop 4720

October 23, 2015

Via E -mail
Dr. Zane Wang
Chief Executive Officer and Executive Director
China Rapid Finance Limited
5th Floor, Building D, BenQ Plaza
207 Songhong Road
Changning District, Shanghai 200335
People’s Republic of China

Re: China Rapid Finance Limited
Draft Registration Statement on Form F -1
Submitted September 28, 2015
  CIK No. 0001346610

Dear Dr. Wang :

We have reviewed your draft registration statement 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 this letter by providing the requested information and either su bmitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your re sponse.

After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.

General

1. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securitie s Act,
whether or not they retain copies of the communications.

2. Please provide us with copies of any graphics, maps, photographs, and related captions or
other artwork including logos that you intend to use in the prospectus.  Such graphics and

Dr. Zane Wang
China Rapid Finance Limited
October 23, 2015
Page 2

 pictorial  representations should not be included in any preliminary prospectus distributed
to prospective investors prior to our review.

3. We note that a large portion of your Business section includes information provided by
Oliver Wyman, Inc.  Please tell us what consideration you have given to filing Oliver
Wyman’s commissioned report as an exhibit to the registration statement.  In this regard,
please refer to Rule 408(a) of Regulation C.

Prospectus Summary, page 1

4. Please revise your disclosure here and throughout the prospectus to clarify whether you
do business exclusively in China.  In particular, please clarify whether your marketplace
facilitates investments by investors located outside China and, if so, whether  it would
facilitate investments from investors located in the United States.

Risk Factors

Failure to maintain relationships with cooperation partners . . . , page 16

5. If applicable, please revise this risk factor to discuss any current agreements betw een
either Tencent or Baidu and the  company’s competi tors.

If delinquencies or defaults on loans facilitated . . . , page 17

6. Please revise to quantify the default rate of loans facilitated on your platform in recent
periods.

Fraudulent activit y occurring on or through our marketplace . . . , page 17

7. Please revise to clarify whether you have experienced any material business or
reputational harm as a result of fraudulent activities in the past.  If so, and if material,
please also quantify the amount by which such past fraudulent activities have increased
your costs.

Our quarterly results may fluctuate significantly, page 19

8. Please reconcile your inclusion of this risk factor with your discussion related to being
exempt from quarterly results requirements under “We are a foreign private issuer within
the meaning of the rules  . . . ,” on page 48.

If negative publicity arises with respect to us, our industry . . . , page 21

9. Please revise to discuss recent developments in the peer -to-peer lending indust ry in
China, such as lending platform bankruptcies or failures in the last year, and any resulting

Dr. Zane Wang
China Rapid Finance Limited
October 23, 2015
Page 3

 negative impact on China’s online consumer finance marketplace industry in general.
Alternatively, if you do not believe these developments are material, pl ease tell us why.

The facilitation of loans through our marketplace . . . , page 30

10. Please revise to clarify whether in the past you have been subject to any material fines or
other penalties under any PRC laws or regulations that prohibit illegal fund raising.

Dilution, page 58

11. Please revise the first sentence of the first paragraph to state that your interest will be
diluted to the extent of the difference between the initial public offering price per ADS
and the company’s pro forma, as adjusted net tangible book value per ADS after giving
effect to (i)  the automatic conversion of our preferred shares into ordinary shares, and
(ii) this offering.   In addition, state that dilution results from the fact that the initial public
offering price per ordinary  share is substantially in excess of the pro forma, as adjusted
net tangible book value per ordinary share attributable to the existing shareholders for the
company’s outstanding ordinary shares.

12. Please revise the first sentence of the second paragraph to state that the company’s net
tangible book value as of December 31, 2014 was approximately US$ (28.417) million or
US$ (1.8) per ordinary share as of that date and US$ ___ per ADS.   In addition, define
pro forma, as adjusted net tangible book value per o rdinary share.

Enforcement of Civil Liabilities, page 60

13. Please revise your discussion under this heading as follows:

 We note your reference to your PRC legal counsel, Haiwen & Partners.   Please
include discussion of the PRC, including whether sharehol ders may originate actions
in the PRC based on U.S. securities laws and whether a treaty or reciprocity exists
between the PRC and either the U.S. or the Cayman Islands; and

 The disclosure should cover all material jurisdictions as necessary, for example,  Hong
Kong and the British Virgin Islands.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Effectiveness of Our Proprietary Credit Assessment Technology, page 69

14. We note your disclosure that you “have made and will continue to make substantial
investment” in research and development activities.  Please include the quantified
disclosures required by Item 5.C. of Form 20 -F regarding your research and development
activities.

Dr. Zane Wang
China Rapid Finance Limited
October 23, 2015
Page 4

Key Components of Results of Operations , page 69

15. Please revise to provide a discussion of the revenues recognized from upfront fees and
account management fees for the periods presented.

16. We note that the number of loans facilitated increased in excess of 100% during fiscal
2014 and that th ere was not a similar increase in transaction and service fees recognized
during the same period.  So that the reader has a better understanding of the correlation
between loans facilitated and the amount of transaction and service fees recognized,
please revise to provide a discussion of the amount and types of fees recognized on each
loan (e.g. , based on type or maturity) and whether there are any differences in the fees
charged during the loan facilitation process.

17. Please revise to disclose in tabular format, for each period presented, the composition of
the loans facilitated by type or maturity or borrower or  any significant barometer the
company utilizes to evaluate and analyze its operations.  The average interest rate for
each of the loans facilitat ed should be presented for each period presented in order to give
the reader a more enhanced understanding of the company’s business operations.

18. The company should also provide similar type loan information in regard to its micro -
lending operations.

Operating expenses, page 70

19. We note the increase in servicing expenses recognized in 2014 in comparison to 2013
due, in part, to the increase in data verification costs on longer term loans.  So that the
reader has a better understanding of the maturity le ngth of the loans, please revise to
provide adequate discussion of the maturity length of the loans facilitated in these
respective periods identifying the types of loans that are considered to be larger, longer
term loans.

20. Please revise to address the increases recognized in the different types of sales and
marketing expenses during 2014 in comparison to 2013.

21. Please revise to address the increases recognized in the different types of general and
administrative expenses during 2014 in comparison to 201 3.

PRC, page 72

22. Please revise to disclose how the implementation of the VAT programs has impacted the
disclosure presentations in the financial statements.

Dr. Zane Wang
China Rapid Finance Limited
October 23, 2015
Page 5

 Critical Accounting Policies

Safeguard Program, pages 73 -74

23. We note your statement that at loan inception and upon subsequent loan repayments, a
certain percentage of the amount is collected and segregated by the company in a
restricted cash account.  Please expand the disclosure here and in Note 2 –Summary of
Significant Accounting Policies – (n) Safeguard Program to state how you determine this
percentage as well as the amount of the percentage.

24. Reference is made to the fourth sentence of the second paragraph.  Please revise to state
that the ASC Topic 450 component (not ASC 50) is a contingent  liability, determined on
a pool basis, representing the obligation to make future payments under the Safeguard
Program.

25. Please tell us how the company determines the fair value of the receivables and payables
associated with the Safeguard Program.  In ad dition, please revise to provide a
rollforward of the activity within the Safeguard Program which includes beginning
balances, additions, reductions due to payouts, fair value adjustments and the ending
balances for each of the periods presented.

Business

Borrowers, page 97

26. Please revise the last paragraph on page 97 to disclose whether the credit diligence and
verification performed by your network of data verification centers has shown significant
instances of invalid information provided by po tential borrowers and the procedures the
company takes once it identifies instances of invalid information.

Our Network of Facilities, page 99

27. We note that you intend to expand to 240 data verification centers in 150 cities in China
by 2019.  Please revi se to quantify, to the extent you are able, the estimated funds
necessary to finance your expansion plans .

Proprietary, Advanced Technology Platform, page 99

28. Please disclose whether a loan facilitated on your platform would show up on a
borrower’s credit report.  Also please revise to clarify whether you allow borrowers to
hold more than one loan at a time.  If multiple loans are possible, please tell us what
consideration you have given to adding a risk factor disclosing that your business model
could allow for borrowers to borrow money from one group of lenders to pay off notes to
other lenders.

Dr. Zane Wang
China Rapid Finance Limited
October 23, 2015
Page 6

Credit Scoring, page 100

29. We note your disclosure regarding you r use of a proprietary credit scoring algorithm to
assess the creditworthiness of potential borrowers and that each of your  “algorithms score
potential borrowers into three principal score regions with four groups per region.”
Please revise to:

 disclose any minimum criteria that a potential borrower must reach in order to qualify
for each of the three principal score regions;

 disclose the amounts of loans originated in each principal score region  at the e nd of
each period presented;

 discuss how these three principal  scores relate to the likelihood of loss relative to each
region; and

 clarify whether any of the loan scores/regions would be considered to be non -prime.

30. We note your disclosure that your credit scoring algorithms “produce scoring decisions
based on hundreds of data variables.”  Please expand your discussion to identify the
material data variables that impact a potential borrower’s credit score.  As appropriate,
please provide illustrative examples to explain how variations in material data points may
affect, either favorably or unfavorably, a potential borrower’s credit score.

31. Please revise to discuss the liability that the company assumes, if any, if it fails to
correctly assign a credit  score to a particular borrower.  If applicable and to the extent
material, please revise to discuss any liabilities that you have incurred in the past as a
result of assigning an incorrect score to a particular borrower.

Automated Decisioning, page 101

32. Please revise to clarify whether a borrower whose loan request has been declined is
prohibited from applying again.  If this is not the case, disclose whether there is a risk
that a borrower could apply again using different self -reported/unverified inform ation and
be approved.

Strategic Cooperation Agreements, page 101

33. Please disclose in greater detail the material terms and conditions of the Strategic
Cooperation Agreements that you entered into with each of Tencent and Baidu.  Please
also file the agre ements as exhibits to the registration statement or provide us an analysis
supporting your determination that you are not required to do so.  See Item 601(b)(10) of
Regulation S -K for additional guidance.

Dr. Zane Wang
China Rapid Finance Limited
October 23, 2015
Page 7

Safeguard Program and Account Management Services,  page 103

34. We note the disclosures relating to the Safeguard Program.  Please revise to more clearly
explain the disclosures as it relates to the Safeguard Program and the payment of funds to
the respective investor “when funds are available” and “to the extent funds are available.”
Further, if adequate funds to repay the investor are not available within the program,
address whether the company is liable for these amounts and how this is considered in the
determination of the fair value of the individual  and overall payables at each reporting
period.

35. Please discuss whether there are any circumstances under which a delinquent borrower’s
payment schedule may be modified.

Regulation, page 106

36. Please revise your discussion under this heading as follows:

 Include further discussion of the Guidelines that you may not be in full compliance
with referenced under “Regulations Related to the Marketplace Lending Industry, ” on
page 106.   We note also your reference on page 31, that “[you] believe” our
marketplace do es not violate PRC laws and regulations prohibiting illegal
fundraising. Please ensure that your PRC opinion includes a corresponding
assessment; and

 Revise your discussion of the Provisions on Guiding Foreign Investment and the 2015
revision of the Catal ogue of Industries for Guiding foreign Investment under
“Regulations Related to Company Estab lishment and Foreign Investment ,” on page
108, to make clear the category of your various businesses.

Management, page 115

37. Please elaborate to explain the function s of the advisory board, the specific
responsibilities of the advisory board members and the frequency of advisory board
meetings.

Board of Directors, page 118

38. Please revise to disclose the information required by Items 6.C.1 and 6.C.2 of Form 20 -F.

Principal Shareholders, page 125

39. Please revise to identify the natural person(s) with voting or dispositive power over the
shares owned by DLB CRF Holdings, LLC.

Dr. Zane Wang
China Rapid Finance Limited
October 23, 2015
Page 8

Shares Eligible for Future Sale

Lock -Up Agreements, page 150

40. Please briefly describe the “certain exceptions” to the lock -up agreements.

Notes to Financial Statements

Note 2. Summary of significant accounting policies

(i) Fair value measurement, pages F -9 – F-10

41. Please revise to provide the disclosures required  by ASC 820 -10-50-1 for each of the
assets and liabilities measured at fair val