SEC Form SC 13G/A filed by SOS Limited (Amendment)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

SOS Limited

(Name of Issuer)

Class A ordinary shares, par value $0.0001 per share

(Title of Class of Securities)

83587W106**

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

**There is no CUSIP number assigned to the ordinary shares of the Issuer. CUSIP number 83587W106 has been assigned to the American Depositary Shares of the Issuer, which are quoted on The New York Stock Exchange under the symbol “SOS.” Each such American Depositary Share represents ten (10) ordinary shares of the Issuer.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Amendment No. 1 is being filed jointly by the Reporting Persons and amends the Schedule 13G initially filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on January 19, 2021 (the “Schedule 13G”).

Except as set forth below, all Items of the Schedule 13G remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13G.

Item 1.

(b) Address of Issuer’s Principal Executive Offices

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

West Coast New District, Qingdao City, Shandong Province 266400

People’s Republic of China

Item 4. Ownership.

(a) and (b):

(i) As of the close of business on December 31, 2021, each of Mr. Kopin and Intracoastal may have been deemed to have beneficial ownership of 117,575,000 Ordinary Shares, which consisted of (i) 22,500,000 Ordinary Shares issuable upon exercise of a warrant held by Intracoastal (“Intracoastal Warrant 1”), (ii) 30,000,000 Ordinary Shares issuable upon exercise of a second warrant held by Intracoastal (“Intracoastal Warrant 2”), (iii) 59,200,000 Ordinary Shares issuable upon exercise of a third warrant held by Intracoastal (“Intracoastal Warrant 3”), (iv) 5,875,000 Ordinary Shares issuable upon exercise of a fourth warrant held by Intracoastal (“Intracoastal Warrant 4”), and all such Ordinary Shares in the aggregate represent beneficial ownership of approximately 4.8% of the Ordinary Shares, based on (1) 2,340,462,712 Ordinary Shares outstanding as reported by the Issuer, plus (2) 22,500,000 Ordinary Shares issuable upon exercise of Intracoastal Warrant 1, (3) 30,000,000 Ordinary Shares issuable upon exercise of Intracoastal Warrant 2, (4) 59,200,000 Ordinary Shares issuable upon exercise of Intracoastal Warrant 3 and (5) 5,875,000 Ordinary Shares issuable upon exercise of Intracoastal Warrant 4.

(ii) As of the close of business on December 31, 2021, Mr. Asher may have been deemed to have beneficial ownership of 119,829,503 Ordinary Shares, which consisted of (i) 2,254,503 Ordinary Shares held by Mr. Asher, (ii) 22,500,000 Ordinary Shares issuable upon exercise of Intracoastal Warrant 1, (iii) 30,000,000 Ordinary Shares issuable upon exercise of Intracoastal Warrant 2, (iv) 59,200,000 Ordinary Shares issuable upon exercise of Intracoastal Warrant 3 and (v) 5,875,000 Ordinary Shares issuable upon exercise of Intracoastal Warrant 4, and all such Ordinary Shares in the aggregate represent beneficial ownership of approximately 4.9% of the Ordinary Shares, based on (1) 2,340,462,712 Ordinary Shares outstanding as reported by the Issuer, plus (2) 22,500,000 Ordinary Shares issuable upon exercise of Intracoastal Warrant 1, (3) 30,000,000 Ordinary Shares issuable upon exercise of Intracoastal Warrant 2, (4) 59,200,000 Ordinary Shares issuable upon exercise of Intracoastal Warrant 3 and (5) 5,875,000 Ordinary Shares issuable upon exercise of Intracoastal Warrant 4.

(c) (i) Number of shares as to which Mr. Kopin and Intracoastal has:

(i) Sole power to vote or to direct the vote: 0.

(ii) Shared power to vote or to direct the vote: 117,575,000.

(iii) Sole power to dispose or to direct the disposition of 0.

(iv) Shared power to dispose or to direct the disposition of 117,575,000.

(ii) Number of shares as to which Mr. Asher has:

(i) Sole power to vote or to direct the vote: 2,254,503.

(ii) Shared power to vote or to direct the vote: 117,575,000.

(iii) Sole power to dispose or to direct the disposition of 2,254,503.

(iv) Shared power to dispose or to direct the disposition of 117,575,000.

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following þ.

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 11, 2022