SEC Form F-6 POS filed by SOS Limited

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 __________________________________

POST-EFFECTIVE AMENDMENT NO. 3 TO FORM F-6

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933 FOR DEPOSITARY SHARES EVIDENCED BY

AMERICAN DEPOSITARY RECEIPTS

 _____________

SOS LIMITED

(Exact name of issuer of deposited securities as specified in its charter)

 _____________

N/A

(Translation of issuer’s name into English)

 _____________

The Cayman Islands

(Jurisdiction of incorporation or organization of issuer)

 __________________________________

CITIBANK, N.A.

(Exact name of depositary as specified in its charter)

 _____________

388 Greenwich Street

New York, New York 10013

(877) 248 - 4237

(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)

 _____________

Puglisi & Associates

850 Library Avenue, Suite 204

Newark, Delaware 19711

(302) 738-6680

(Address, including zip code, and telephone number, including area code, of agent for service)

 __________________________________

Copies to:

 __________________________________

This Post-Effective Amendment No. 3 to Registration Statement on Form F-6 may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.

PART I

INFORMATION REQUIRED IN PROSPECTUS

Cross Reference Sheet

The Company is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, is required to file or submit certain reports with, and submits certain reports to, the United States Securities and Exchange Commission (the “Commission”). These reports can be retrieved from the Commission’s internet website (www.sec.gov), and can be inspected and copied at the public reference facilities maintained by the Commission (as of the date of this Post-Effective Amendment No. 3 to Registration Statement on Form F-6) at 100 F Street, N.E., Washington D.C. 20549.

PROSPECTUS

The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the Form of Amendment No. 4 to Deposit Agreement, filed as Exhibit (a)(i) to this Post-Effective Amendment No. 3 to Registration Statement on Form F-6 and is incorporated herein by reference.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

(a)(i) Form of Amendment No. 4 to Deposit Agreement, by and among SOS Limited, a Cayman Islands company formerly known as “China Rapid Finance Limited” (the “Company”), Citibank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder. ^___ Filed herewith as Exhibit (a)(i).

(a)(ii) Amendment No. 3 to Deposit Agreement, dated as of November 19, 2024, by and among the Company, the Depositary, and all Holders and Beneficial Owners of American Depositary Shares issued thereunder. ^___ Filed herewith as Exhibit (a)(ii).

(a)(iii) Amendment No. 2 to Deposit Agreement, dated as of July 6, 2022, by and among the Company, the Depositary, and all Holders and Beneficial Owners of American Depositary Shares issued thereunder. ^___ Previously filed as Exhibit (a)(ii) to Post-Effective Amendment No. 2 to Registration Statement on Form F-6, Reg. No. 333-261292, filed on November 4, 2024.

(a)(iv) Amendment No. 1 to Deposit Agreement, dated as of December 3, 2019, by and among the Company, the Depositary, and all Holders and Beneficial Owners of American Depositary Shares issued thereunder. ^___ Previously filed as Exhibit (a)(ii) to Registration Statement on Form F-6, Reg. No. 333-252791, filed on February 5, 2021, and incorporated herein by reference.

(a)(v) Deposit Agreement, dated as of May 4, 2017, by and among the Company, the Depositary, and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (the “Deposit Agreement”). ^___ Previously filed as exhibit (a)(ii) to Post-Effective Amendment No. 1 to Registration Statement on Form F-6, Reg. No. 333-217079, filed on November 18, 2019, and incorporated herein by reference.

(b)(i) Warrant Exercise Letter Agreement, dated as of March 15, 2024, by and between the Company and the Depositary. — Previously filed as Exhibit (b)(i) to Post-Effective Amendment No. 2 to Registration Statement on Form F-6, Reg. No. 333-261292, filed on November 4, 2024.

(b)(ii) Warrant Exercise Letter Agreement, dated as of April 1, 2021, by and between the Company and the Depositary. — Previously filed as Exhibit (b)(i) to Registration Statement on Form F-6, Reg. No. 333-261292, filed on November 23, 2021, and incorporated herein by reference.

(b)(iii) Warrant Exercise Letter Agreement, dated as of March 3, 2021, by and between the Company and the Depositary. — Previously filed as exhibit (b)(ii) to Registration Statement on Form F-6, Reg. No. 333-261292, filed on November 23, 2021, and incorporated herein by reference.

(b)(iv) Warrant Exercise Letter Agreement, dated as of February 24, 2021, by and between the Company and the Depositary. — Previously filed as exhibit (b)(iii) to Registration Statement on Form F-6, Reg. No. 333-261292, filed on November 23, 2021, and incorporated herein by reference.

(b)(v) Warrant Exercise Letter Agreement, dated as of February 22, 2021, by and between the Company and the Depositary. — Previously filed as exhibit (b)(iv) to Registration Statement on Form F-6, Reg. No. 333-261292, filed on November 23, 2021, and incorporated herein by reference.

(b)(vi) Warrant Exercise Letter Agreement, dated as of February 17, 2021, by and between the Company and the Depositary. — Previously filed as exhibit (b)(v) to Registration Statement on Form F-6, Reg. No. 333-261292, filed on November 23, 2021, and incorporated herein by reference.

(b)(vii) Warrant Exercise Letter Agreement, dated as of February 10, 2021, by and between the Company and the Depositary. — Previously filed as exhibit (b)(vi) to Registration Statement on Form F-6, Reg. No. 333-261292, filed on November 23, 2021, and incorporated herein by reference.

(b)(viii) Warrant Exercise Letter Agreement, dated as of January 12, 2021, by and between the Company and the Depositary. — Previously filed as exhibit (b)(i) to Registration Statement on Form F-6, Reg. No. 333- 252791, filed on February 5, 2021, and incorporated herein by reference.

(b)(ix) Warrant Exercise Letter Agreement, dated as of December 24, 2020, by and between the Company and the Depositary. — Previously filed as exhibit (b)(ii) to Registration Statement on Form F-6, Reg. No. 333- 252791, filed on February 5, 2021, and incorporated herein by reference.

(c) Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. ^___ None.

(d) Opinion of counsel for the Depositary as to the legality of the securities to be registered. ^___ None.

(e) Certificate under Rule 466. ^___ None.

(f) Powers of Attorney for certain officers and directors and the authorized representative of the Company. ^___ Set forth on the signature pages hereto.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity created by the Deposit Agreement, dated as of May 4, 2017, as amended, by and among SOS Limited, Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares issued thereunder, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment No. 3 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 27 day of June, 2025.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, SOS Limited certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment No. 3 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in the city of Qingdao, China, on June 27, 2025.

POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Yandai Wang and Li Sing Leung to act as his/her true and lawful attorney-in-fact and agent, with full power of substitution, for him/her and in his/her name, place and stead, in any and all such capacities, to sign any and all amendments, including post-effective amendments, and supplements to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as s/he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 3 to Registration Statement on Form F-6 has been signed by the following persons in the following capacities on June 27, 2025.

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of SOS Limited, has signed this Post-Effective Amendment No. 3 to Registration Statement on Form F-6 in Newark, DE on June 27, 2025.

Index to Exhibits