UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K/A

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934

 

For the month of June 2023

 

Commission File Number: 001-38051

 

SOS LIMITED

(Translation of registrant’s name into English)

 

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

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F  ☒     Form 40-F  ☐

 

 

 

 

 

EXPLANATORY NOTE

 

The Company is furnishing this Form 6-K/A (the “Amendment”) to amend its six-month interim financial statements and incorporate such financial statements into the Company’s registration statements referenced below. This Amendment is to correct two inadvertent clerical errors in the revenue and balance of intangible assets as of June 30, 2023 found in the Form 6-K (the “Original Filing”) filed on September 28, 2023 (the “Original Filing Date”). Except for the changes expressly described above, this Amendment continues to present information as at the Original Filing Date and does not amend, supplement or update any information contained in the Original Filing to give effect to any subsequent events.

 

This Form 6-K, as amended, is hereby incorporated by reference into the registration statement of the Company on Form S-8 (Registration Number 333-262636), to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

 

Financial Statements and Exhibits.

 

Exhibits.

 

Exhibit No.   Description
99.1   Unaudited Interim Consolidated Financial Statements as of June 30, 2023 and for the Six Months Ended June 30, 2023 and 2022
99.2   Operating and Financial Review and Prospects in Connection with the Unaudited Interim Consolidated Financial Statements for the Six Months Ended June 30, 2023 and 2022
101.INS*  

Inline XBRL Instance Document

101.SCH*  

Inline XBRL Taxonomy Extension Schema Document

101.CAL*  

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*  

Inline XBRL Taxonomy Extension Label Linkbase Document

101.LAB*  

Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.PRE*  

Inline XBRL Taxonomy Extension Definition Linkbase Document

104*   Cover Page Interactive Data File formatted as Inline XBRL and contained in Exhibit 101

 

1

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: December 13, 2023 SOS Limited
     
  By: /s/ Yandai Wang
    Name:  Yandai Wang
    Title: Chief Executive Officer

 

2

 

2023-06-30

Exhibit 99.1

 

SOS Limited

 

Interim Condensed Consolidated Balance Sheet

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

 

    Twelve months
as of		     Six months
as of		  
    31-Dec-22     30-Jun-23  
    Audited     Unaudited  
    US$     US$  
Current assets:                
Cash and cash equivalents     259,492       249,884  
Accounts receivable – net     2,432       2,376  
Inventory     46,273       42,456  
Other receivables – net     55,004       67,325  
Amount due from related parties     69,038       45,122  
Tax recoverable     2,543       2,319  
Intangible assets     6,406       6,675  
Total current assets     441,188       416,157  
Non-current assets:                
Property equipment and software-net     12,553       12,443  
Goodwill     72       72  
Operating lease, right of use assets-net     921       652  
Total non-current assets     13,546       13,167  
Total assets     454,734       429,324  
                 
Liabilities and Shareholder’s Equity                
Current liabilities:                
Accrued liabilities     20,385       16,875  
Accounts payable     12,834       13,923  
Tax payable     94       81  
Other payables     11,081       7,223  
Amount due to related parties     643       642  
Operating lease liability-current     544       557  
Total current liabilities     45,581       39,301  
                 
Non-current liability:                
Operating lease liability-non-current     377       95  
Total non-current liability     377       95  
Total liabilities     45,958       39,396  
Shareholder’s equity                
Paid up capital     374       399  
Additional paid-in capital     705,488       707,516  
Statutory reserve     59       170  
Accumulated deficit     (272,919 )     (283,727 )
Other comprehensive loss     (23,400 )     (32,106 )
Total Shareholders’ equity     409,602       392,252  
Non-controlling interest     (826 )     (2,324 )
Total liabilities and shareholders’ equity     454,734       429,324  

 

 

 

SOS Limited

 

Interim Condensed Consolidated Statements of Comprehensive Loss

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

 

   Six months ended 
   30-Jun-22   30-Jun-23 
   Unaudited   Unaudited 
   US$   US$ 
Revenue   84,780    41,835 
Business taxes and surcharges   (25)   (29)
Net revenue   84,755    41,806 
Operating costs   (82,164)   (41,716)
Gross profit   2,591    90 
Gross profit ratio   3.1%   0.2%
Operating expenses          
Selling expense   (3,115)   (1,142)
General and administrative expense   (6,697)   (9,354)
Impairment   
-
    (81)
Share-based compensation   (14,471)   (2,053)
Total operating expenses   (24,283)   (12,630)
Loss from operations   (21,692)   (12,540)
Other income (expenses):          
Other income, net   423    988 
Total other income, net   423    988 
           
Loss before income taxes   (21,269)   (11,552)
Income tax expense   (554)   (642)
Net loss - continuing operations   (21,823)   (12,194)
           
Discontinued operations          
Income from discontinued operations   6,921    
-
 
Gain from discontinued operations   6,921    
-
 
           
Net loss   (14,902)   (12,194)
Non-controlling interest   569    1,497 
Net loss attributable to SOS Ltd   (14,333)   (10,697)
           
Other comprehensive loss:          
Foreign currency translation adjustment-net of tax   (10,739)   8,706 
Total comprehensive loss   (25,072)   (1,991)
           
Weighted average number of ordinary shares          
           
Basic   3,127,978,878    3,440,476,475 
Diluted*   
-
    
-
 
LOSS PER SHARE          
Basic   (0.0046)   (0.0031)
Diluted*   

(0.0046

)   

(0.0031

)

 

Note 1: *N/A Anti-diluted shares not considered

 

   Six months ended 
   30-Jun-22   30-Jun-23 
  

US$

   US$ 
None-GAAP adjusted net loss   138    (8,644)

 

Note 2: The add-back adjustment was mainly associated with share-based compensation expenses of $14.5 million for the six months ended June 30, 2022 and $2.1 million for the six months ended June 30, 2023, respectively.

 

2

 

 

SOS Limited

 

Interim Condensed Consolidated Statement of Cash Flow

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

 

   Six months
ended		   Six months
ended		 
   30-Jun-22   30-Jun-23 
   Unaudited   Unaudited 
   US$   US$ 
Cash flows from operating activities:        
Net loss   (14,333)   (10,697)
Less: Net income from discontinued operation   6,921    
-
 
Net loss from continuing operation   (21,254)   (10,697)
Adjustments:          
Depreciation and amortization   2,399    106 
Share-based compensation   14,472    2,054 
Amortisation of right of use assets   256    268 
Accretion of finance leases   
-
    19 
Allowance for doubtful accounts-accounts receivable   189    
-
 
Allowance for doubtful accounts-other receivable   800    
-
 
Impairment of cryptocurrencies   
-
    81 
Operating cash flows before movements in working capital   (3,138)   (8,169)
Changes in working capital:          
Inventory   9,442    1,224 
Accounts receivable   19,298    56 
Other receivables   (110,435)   (12,321)
Amount due from related parties   (10,045)   23,916 
Intangible assets   (837)   (350)
Accrued liabilities   (3,225)   (3,510)
Accounts payable   1,274    1,089 
Tax payable   (47)   211 
Other payables   7,199    (3,857)
Amount due to related parties   624    (1)
Lease liabilities   1,184    (269)
Net cash used in operating activities from continuing operations   (88,706)   (1,981)
Net cash used in in generating from discontinued operating activities   (15,611)   
-
 
Net cash used in operating activities   (104,317)   (1,981)
Cash flows from investing activity:          
Proceeds from disposal of property, equipment and software   132    
-
 
Net cash generated from investing activity from continuing operations   132    
-
 
Net cash generated from investing activity from discontinuing operations   1,465    
-
 
Net cash generated from investing activities   1,597    
-
 
Cash flows from financing activities:          
Repayment of principle portion of lease liabilities   
-
    (288)
Proceeds from share issuance, net of issuance costs   18,483    
-
 
Net cash generated from/(used in) financing activities   18,483    (288)
Net decrease on cash and cash equivalents   (84,237)   (2,269)
Cash and cash equivalents at beginning of the period   338,026    259,492 
Effect of exchange rates on cash and cash equivalents   (6,443)   (7,339)
Less: cash and cash equivalents, from the discontinued operations   3,602    
-
 
Cash and cash equivalents at end of the period   243,744    249,884 
           
Supplemental cash flow information          
Cash paid for income tax   1,061    646 

 

3

 

true --12-31 Q2 0001346610 0001346610 2023-01-01 2023-06-30 0001346610 2022-12-31 0001346610 2023-06-30 0001346610 2022-01-01 2022-06-30 0001346610 2021-12-31 0001346610 2022-06-30 iso4217:USD xbrli:pure xbrli:shares iso4217:USD xbrli:shares

Exhibit 99.2

 

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

 

Overview and Outlook

 

SOS is an emerging blockchain-based and big data-driven marketing solution provider. SOS is also engaged in blockchain and cryptocurrency operations, which currently include cryptocurrency mining and may expand into cryptocurrency security in the future. Since April 2021, we launched a commodities trading business via our subsidiaries SOS International Trading Co. and Weigou International Trading Co Ltd. We facilitate trading of commodities including but not limited to mineral resin, soy bean, wheat, sesame, liquid sulfur and latex.

 

Our Products and Services

 

As of June 30, 2023, SOS focuses on four product and service lines including Commodities Trading, Cryptocurrency Mining, Hosting Services and Others. Commodities Trading contributes 90.5% of the total revenue, 0.8% from cryptocurrency mining, 2.9% from Hosting Service and 5.8% from Others, which refers to the legacy business of data mining of remaining contracts. The legacy business was disposed of in November 2022.

 

Revenue by Products and Services

 

   Six months ended
June 30, 2023		 
Revenue by Products and Services  US$   Percentage 
Commodities Trading   37,815    90.5%
Cryptocurrency Mining   350    0.8%
Hosting Services   1,225    2.9%
Others   2,416    5.8%
Total revenue -net  $41,806    100%

 

   Six months ended
June 30, 2022		 
Revenue by Products and Services  US$   Percentage 
Commodities Trading   84,348    99.5%
Cryptocurrency Mining   305    0.4%
Hosting Services   102    0.1%
Others   -    -%
Total revenue -net  $84,755    100%

  

Commodities Trading

 

Since April 2021, we launched our commodities trading business via our subsidiaries including SOS International Trading Co. Ltd. and Weigou International Trading, and we facilitate the trading of commodities including but not limited to mineral resin, soy bean, wheat, sesame, liquid sulfur, petrol coke and latex. We identify suppliers and buyers and generate revenue from the price difference. Revenue is recognized after products have been delivered and title to the goods and risk has been transferred from a seller to a buyer.

 

 

 

 

Cryptocurrency Mining

 

We recognize revenue when cryptocurrency is successfully mined from our cryptocurrency-mining pools and also anticipate to rent out hash power to third parties. The value of cryptocurrency is determined based on the market prices of the related cryptocurrencies at the time of receipt. The rental fees of hash power are also determined proportionally based on the market prices of the related cryptocurrencies.

 

Hosting Services

 

From January 2022, SOS took the initiative to build a supercomputing center in Wisconsin USA by providing individual & business users a comprehensive experience of cryptocurrency mining capacity and hosting service. Part of the facility was up and running since April 2022 and we recorded a revenue of $0.10 million and $1.2 million for the six months ended June 30, 2022 and 2023 respectively.

 

Others

 

Others refer to the legacy business of data mining of remaining contracts, which run into the current reporting period. The legacy business was disposed of in November 2022 and it was re-classified as discontinued operation in Consolidated Statement of Comprehensive Loss for six months ended June 30, 2022 and Statement of Cash Flow as of June 30, 2022.

 

Components of Our Results of Operation

 

Revenue

 

Revenue is derived from providing services to our customers including commodity trading, hosting service and cryptocurrency mining. The legacy business of data-mining segment was disposed of in November 2022, but there are some remaining contracts which run into the current reporting period ended June 30, 2023. Key factors that affect our future revenue growth include our introduction to new lines of services, our penetration in new territories, international expansion and the pandemic’s impact. We recognize revenue to depict the provision of service to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for the service. Revenue is recognized after the service has been rendered or performed, or products have been delivered together with transfer of title from a seller to a buyer.

 

Operating Costs and Gross Profit

 

Our major operating costs are purchase costs of power supply, depreciation and amortization from hardware, software for cryptocurrency mining, costs of goods sold & warehouse rental for the commodities trading business.

 

We calculate our gross profit as revenue less operating costs. Our gross profit has been and, we expect, will continue to be affected by a variety of factors, primarily our product line mix, volume sold, and unit fees that we can charge to the customer, market price fluctuation and local government policy towards cryptocurrency.

 

General and Administrative Expenses

 

General and administrative expenses include management and office personnel compensation and bonuses, stock compensation, corporate level information technology related costs, rent, travel, professional service fees, insurance and general corporate expenses. We expect general and administrative expenses to continue to increase in absolute dollars as we expand our commercial infrastructure to both drive and support our planned growth in revenue and support the additional costs associated with being a public company such as costs & expenses related to direct public offering and legal fees to defend us against class actions.

 

2

 

 

Income Tax

 

Our income tax provision consists of an estimate of central and provincial income taxes based on enacted central and provincial tax rates, as adjusted for allowable credits, deductions and uncertain tax positions. SOS Information Technology Co., Ltd with significant insurance marketing service is a qualified high-tech enterprise and as such can enjoys a corporate income tax concession rate of 15%, all other domestic legal entities have 25% corporate tax rate. Depending on jurisdictions, offshore legal entities have various tax rate.

 

Interim Financial Results from Operations

 

Six months ended June 30, 2023 compared to June 30, 2022

 

Revenue

 

As of June 30, 2023, SOS focuses on four product and service lines including Commodities Trading, Cryptocurrency Mining, Hosting Services and Others. Commodities Trading contributes 90.5% of the total revenue, 0.8% from cryptocurrency mining, 2.9% from Hosting Service and 5.8% from Others, (i.e. legacy data mining which was disposed of in November 2022).

 

   Six months ended
June 30, 2023		 
Revenue by Products and Services  US$   Percentage 
Commodity Trading   37,815    90.5%
Cryptocurrency Mining   350    0.8%
Hosting Services   1,225    2.9%
Others   2,416    5.8%
Total revenue -net  $41,806    100%

 

   Six months ended
June 30, 2022		 
Revenue by Products and Services  US$   Percentage 
Commodity Trading   84,348    99.5%
Cryptocurrency Mining   305    0.4%
Hosting Services   102    0.1%
Others   

-

    -%
Total revenue -net  $84,755    100%

 

Net revenue was $41.8 million, down 50.7% from $84.8 million period-on-period. The decline in revenues can be primarily attributed to an economic downturn within China and disposal of our data mining operations. We are experiencing weak demand from small businesses and grain & food processing factories - both key markets for our commodity products. Internationally, we are witnessing a surge in commodity and energy prices, consequently commodity trading dropped 55.2% from $84.4 million the same period of last year to $37.8 million for six months ended June 30, 2023. Additionally, in November 2022, our primary data-mining service line was disposed of for regulatory reasons, resulting in a reduced operational footprint and a corresponding decrease in revenue. However, revenue from hosting service in the US jumped up 12 times from $0.10 million to $1.2 million period-on-period. As the Company continues to expand its business development, US hosting service is seeing result and growth is underway.

 

3

 

 

Unaudited Condensed Consolidated Statements of Comprehensive Loss

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

 

   Six months ended 
   30-Jun-22   30-Jun-23 
   US$   US$ 
Revenue   84,780    41,835 
Business taxes and surcharges   (25)   (29)
Net revenue   84,755    41,806 
Operating costs   (82,164)   (41,716)
Gross profit   2,591    90 
Gross profit ratio   3.1%   0.2%

 

Revenue and Service by Products

 

   Six months ended
June 30, 2022		   Six months ended
June 30, 2023		 
Revenue by Products and Services  US$   Percentage   US$   Percentage 
Commodity Trading   84,348    99.5%   37,815    90.5%
Cryptocurrency Mining   305    0.4%   350    0.8%
Hosting Services   102    0.1%   1,225    2.9%
Others   -    -%   2,416    5.8%
Total   84,755    100%   41,806    100%

 

We began generating revenue from cryptocurrency mining from the end of February 2021. We were allocated 132.1 units of BTC and 1,853.1 units of ETH in Q2 of 2021 from our mining pools as compared to 42.2 units of BTC and 916.9 units of ETH in Q1 of 2021. During the first half of 2022, we were still relocating and building our cryptocurrency mining facilities in the US. We recorded 179.32 units of ETH output and generated no BTC revenue for the period of six month ended June 30, 2022. As of June 30, 2023, the company had an additional outstanding carrying balance of digital assets of approximately $350,832. And 11.48 units of bitcoin held as digital currencies which was revalued to be $269,000 fair value at the reporting date; hence the accumulated fair value amounts to $6,675,0000 at June 30, 2023.

 

Operating Costs and Expenses

 

Operating costs were $41.7 million, down 49.2% period-on-period from $82.2 million in the first half of 2022 which is consistent with our revenue decline and disposal of the legacy business of data-mining business segment. Operating costs comprised of depreciation & amortization of hardware & software, electricity power and depreciation from property equipment for cryptocurrency mining as well as costs of goods sold & warehouse rental for commodity trading.

 

4

 

 

Selling Expenses

 

Selling expenses mainly relate to our commodity business and include freight-out expenses, custom clearing agency fee, warehouse rental expense, promotional expense, sales commission and payroll expenses to sales team. Selling expenses decreased to $1.1 million from $3.1 million for the same period last year. The decrease is largely driven by the corresponding reduction of our commodity business footprint.

 

General and Administrative Expenses

 

General and administrative expenses were $9.4 million, 39.7% up period-on-period from $6.7 million in the first half of 2022. The increase in general and administrative expenses was mainly associated with professional fees and salaries &benefits. Share-based compensation decreased 85% from $14.5 million to $2.1 million. Senior management continues to be compensated primarily via share-based compensation quarterly.

 

Operating Loss

 

GAAP net loss was $10.7 million, compared to a net loss of $14.3 million in the first half of 2022, representing a decrease of 25.1%. We had a gross margin of 0.2%, a significant drop from the previous year’s 9.3%. This was largely driven by the appreciation of the US dollar against the CNY and the commodity price hike, which escalated our cost of goods sold, thereby eroding gross margin.

 

Income Tax

 

The Company paid $0.65 million of corporate income tax for the current period as compared to $1.1 million last year of the same period.

 

GAAP net loss attributable to ordinary shareholders was $10.7 million, as compared to a net loss of $14.3 million in the prior year period.

 

GAAP Basic EPS was $(0.0031) per share, as compared to $(0.0046) per share in the prior year period.

 

5

 

Cash Flow

 

Unaudited Condensed Consolidated Statement of Cash Flow

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

 

   Six months
ended		   Six months
ended		 
   30-Jun-22   30-Jun-23 
   Unaudited   Unaudited 
   US$   US$ 
Cash Flow from Operating Activities:        
Net loss   (14,333)   (10,697)
Less: Net income from discontinued operation   6,921    - 
Net loss from continuing operation   (21,254)   (10,697)
Adjustments:          
Depreciation and amortization   2,399    106 
Share-based compensation   14,472    2,054 
Amortization of right of use assets   256    268 
Accretion of finance leases   -    19 
Allowance for doubtful accounts-accounts receivable   189    - 
Allowance for doubtful accounts-other receivable   800    - 
Impairment of cryptocurrencies   -    81 
Operating cash flows before movements in working capital   (3,138)   (8,169)
Changes in working capital:          
Inventory   9,442    1,224 
Accounts receivable   19,298    56 
Other receivables   (110,435)   (12,321)
Amount due from related parties   (10,045)   23,916 
Intangible assets   (837)   (350)
Accrued liabilities   (3,225)   (3,510)
Accounts payable   1,274    1,089 
Tax payable   (47)   211 
Other payables   7,199    (3,857)
Amount due to related parties   624    (1)
Lease liabilities   1,184    (269)
Net cash used in operating activities from continuing operations   (88,706)   (1,981)
Net cash used in in generating from discontinued operating activities   (15,611)   - 
Net cash used in operating activities   (104,317)   (1,981)
Cash flows from investing activities:          
Proceeds from disposal of property, equipment and software   132    - 
Net cash generated from investing activity from continuing operations   132    - 
Net cash generated from investing activity from discontinuing operations   1,465    - 
Net cash generated from investing activities   1,597    - 
Cash flows from financing activities:          
Repayment of principle portion of lease liabilities   -    (288)
Proceeds from share issuance, net of issuance costs   18,483    - 
Net cash generated from/(used in) financing activities   18,483    (288)
Net decrease in cash and cash equivalents   (84,237)   (2,269)
Cash and cash equivalents at beginning of the period   338,026    259,492 
Effect of exchange rates on cash and cash equivalents   (6,443)   (7,339)
Less: cash and cash equivalents, from the discontinued operations   3,602    - 
Cash and cash equivalents at end of the period   243,744    249,884 
Supplemental cash flow information          
Cash paid for income tax   1,061    646 

 

Cash Flow Used in Operating Activities

 

As of June 30, 2023, the Company had cash and cash equivalents of $249.9 million, compared to $243.7 million in the prior year period, an increase of $6.1 million The Company believes that its cash resources are more than adequate to fund operations and growth initiatives.

 

Cash Flow Generated from Investing Activities

 

The Company did not have investing activities for this period. The Company disposed of some office equipment and realized proceeds of $1.6 million for the period ending June 30, 2022.

 

 6

 

 

Cash Flow Used in Financing Activities

 

The Company did not raise funds this period compared to US$18.5 million from registered direct offering from the public market for the period ended June 30, 2022.

 

Subsequent Events

 

Settlement Agreement

 

As previously disclosed, SOS Information Technology New York, Inc. (“SOSNY”), a company incorporated under the laws of state of New York and a wholly owned subsidiary of the Company, filed a lawsuit on December 9, 2022, against Thor Miner, Inc. (“Thor Miner”), Singularity Future Technology Ltd. (“Singularity,” and, together with Thor Miner, referred to as the “Corporate Defendants”), Lei Cao, Yang Jie, John F. Levy, Tieliang Liu, Tuo Pan, Shi Qiu, Jing Shan, and Heng Wang (jointly referred to as the “Individual Defendants”) (collectively, the Individual Defendants and the Corporate Defendants are the “Defendants”). SOSNY and Thor Miner entered into a Purchase and Sale Agreement (the “PSA”) on January 10, 2022 for the purchase of $200,000,000 in crypto mining rigs, which was breached by Thor Miner and Singularity.

 

SOSNY and Defendants entered into a certain settlement agreement and general mutual release on December 28, 2022 (“Settlement Agreement”). Pursuant to the Settlement Agreement, Thor Miner agreed to pay a sum of thirteen million U.S. dollars ($13,000,000) (the “Settlement Payment”) to SOSNY on or before December 23, 2022, and SOSNY agreed that subsequent to its receipt of the Settlement Payment, SOSNY shall cause the lawsuit to be dismissed with prejudice as to the settling defendants and without prejudice as to all others.

 

The Corporate Defendants further covenanted and agreed that if they receive additional funds from HighSharp (Shenzhen Gaorui) Electronic Technology Co., Ltd. (“HighSharp”) related to the PSA, they will promptly transfer such funds to SOSNY in an amount not to exceed forty million five hundred sixty thousand five hundred sixty-nine dollars ($40,560,569.00) (which is the total amount paid by SOSNY pursuant to the PSA less the price of the machines actually received by SOSNY pursuant to the PSA). The Settlement Payment and any payments subsequently received by SOSNY from HighSharp shall be deducted from the total amount of forty million five hundred sixty thousand five hundred sixty-nine dollars ($40,560,569.00) previously paid by, and now due and owed to SOSNY. In further consideration of this Settlement Agreement, Thor Miner agreed to execute and provide to SOSNY, within seven (7) business days after the Effective Date (as defined in the Settlement Agreement), an assignment of all claims it may have against HighSharp.

 

As of the date of this report, the Company has not yet received any payments from HighSharp. On February 3, 2023, the Company has reported this case to the local police Division of Enforcement of Civil Offence Shenzhen Special Economic Zone after multiple attempts to collect the payments from HighSharp.

 

SEC Subpoena

 

As previously disclosed, on February 16, 2022, the Company received a subpoena from the Securities and Exchange Commission (the “SEC”) requesting the production of certain documents related to an investigation by the SEC (the “Investigation”). The SEC’s subpoena refers to a derogatory report dated February 26, 2021 about the Company published by Hindenburg Research LLC, to which the Company responded in a press release dated March 1, 2021. Among the documents the SEC seeks are those pertaining to the matters discussed in the report and to the Company’s assertions in the press release that the report contained false information. The SEC has not advised the Company that it has concluded any legal violation has occurred, but any Investigation potentially could result in government enforcement actions and, to civil and/or criminal sanctions under relevant laws.

 

On April 29, 2022, the Company received a second subpoena from the SEC requesting the production of additional documents related to the Investigation.

 

On February 23, 2023, The Company received another subpoena from the SEC. The subpoena requires SOS Limited to produce documents by March 16, 2023 to the SEC.

 

On September 28, 2023, the Company received a letter from the SEC indicating it has concluded its investigation as to the Company. In that letter, the SEC indicated that it does not intend to recommend an enforcement action against the Company based upon the information it has to date.

 

 7

 

 

About SOS Limited

 

SOS is an emerging blockchain-based and big data-driven marketing solution provider. SOS is also engaged in blockchain and cryptocurrency operations, which currently include cryptocurrency mining and may expand into cryptocurrency security and insurance in the future. Since April 2021, we launched commodity trading via our subsidiary SOS International Trading Co. Ltd and Weigou International Trading Co Ltd. Major trading commodity includes mineral resin, soy bean, wheat, sesame, liquid sulfur, petrol coke and latex etc. For more information, please visit: http://www.sosyun.com/.

 

Forward-Looking Statements

 

Certain statements in this press release may constitute “forward-looking statements” within the meaning of the federal securities laws, including, but not limited to, our expectations for future financial performance, business strategies or expectations for our business. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. SOS cautions that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Words such as “may,” “can,” “should,” “will,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target,” “look” or similar expressions may identify forward-looking statements. Specifically, forward-looking statements may include statements relating to the Company’s:

 

●ability to execute its business plan;

 

●changes in the market for SOS’ products and services; and

 

●expansion plans and opportunities.

 

These forward-looking statements are based on information available as of the date of this press release and our management’s current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.

 

 8

 

 

These risks and uncertainties include, but not are limited to, the risk factors described by SOS in its filings with the Securities and Exchange Commission (“SEC”). These risk factors and those identified elsewhere in this press release, among others, could cause actual results to differ materially from historical performance and include, but are not limited to:

 

●US government’s policies and regulatory oversight of crypto-currency mining operation and our other operations;

 

●SOS’s cryptocurrency mining, commodity trading and marketing solutions businesses are still under development, with many uncertainties in integration of these various business segments;

 

●Failure to manage the newly launched commodities trading business effectively;

 

●Loss of key customers in the commodity trading business;

 

●failure to access a large quantity of power at reasonable costs could significantly increase SOS operating expenses and adversely affect our demand for SOS’s mining activities;

 

●shortages in, or rises in the prices of mining machines may adversely affect the Company’s business;

 

●any significant or prolonged failure in the data warehouse facilities and data mining facilities that SOS operates or services it provides, including events beyond its control, would lead to significant costs and disruptions and would reduce the attractiveness of its facilities, harm its business reputation and have a material adverse effect on its results of operation;

 

●security breaches or alleged security breaches of our data warehouses could disrupt SOS operations and have a material adverse effect on its business, financial condition and results of operation; and

 

●other risks and uncertainties indicated in SOS’s SEC reports or documents filed or to be filed with the SEC by SOS.

 

Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and you should not place undue reliance on these forward-looking statements in deciding whether to invest in our securities. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

 

 9

v3.23.3
Document And Entity Information
 6 Months Ended
Jun. 30, 2023
Document Information Line Items  
Entity Registrant Name SOS LIMITED
Document Type 6-K/A
Current Fiscal Year End Date --12-31
Amendment Flag true
Amendment Description The Company is furnishing this Form 6-K/A (the “Amendment”) to amend its six-month interim financial statements and incorporate such financial statements into the Company’s registration statements referenced below. This Amendment is to correct two inadvertent clerical errors in the revenue and balance of intangible assets as of June 30, 2023 found in the Form 6-K (the “Original Filing”) filed on September 28, 2023 (the “Original Filing Date”). Except for the changes expressly described above, this Amendment continues to present information as at the Original Filing Date and does not amend, supplement or update any information contained in the Original Filing to give effect to any subsequent events.This Form 6-K, as amended, is hereby incorporated by reference into the registration statement of the Company on Form S-8 (Registration Number 333-262636), to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Entity Central Index Key 0001346610
Document Period End Date Jun. 30, 2023
Document Fiscal Year Focus 2023
Document Fiscal Period Focus Q2
Entity File Number 001-38051
v3.23.3
Interim Condensed Consolidated Balance Sheet - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Current assets:    
Cash and cash equivalents $ 249,884 $ 259,492
Accounts receivable - net 2,376 2,432
Inventory 42,456 46,273
Other receivables - net 67,325 55,004
Amount due from related parties 45,122 69,038
Tax recoverable 2,319 2,543
Intangible assets 6,675 6,406
Total current assets 416,157 441,188
Non-current assets:    
Property equipment and software-net 12,443 12,553
Goodwill 72 72
Operating lease, right of use assets-net 652 921
Total non-current assets 13,167 13,546
Total assets 429,324 454,734
Current liabilities:    
Accrued liabilities 16,875 20,385
Accounts payable 13,923 12,834
Tax payable 81 94
Other payables 7,223 11,081
Amount due to related parties 642 643
Operating lease liability-current 557 544
Total current liabilities 39,301 45,581
Non-current liability:    
Operating lease liability-non-current 95 377
Total non-current liability 95 377
Total liabilities 39,396 45,958
Shareholder’s equity    
Paid up capital 399 374
Additional paid-in capital 707,516 705,488
Statutory reserve 170 59
Accumulated deficit (283,727) (272,919)
Other comprehensive loss (32,106) (23,400)
Total Shareholders’ equity 392,252 409,602
Non-controlling interest (2,324) (826)
Total liabilities and shareholders’ equity $ 429,324 $ 454,734
v3.23.3
Unaudited Interim Condensed Consolidated Statements of Comprehensive Loss - USD ($)
$ in Thousands
 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Income Statement [Abstract]    
Revenue $ 41,835 $ 84,780
Business taxes and surcharges (29) (25)
Net revenue 41,806 84,755
Operating costs (41,716) (82,164)
Gross profit $ 90 $ 2,591
Gross profit ratio 0.20% 3.10%
Operating expenses    
Selling expense $ (1,142) $ (3,115)
General and administrative expense (9,354) (6,697)
Impairment (81)
Share-based compensation (2,053) (14,471)
Total operating expenses (12,630) (24,283)
Loss from operations (12,540) (21,692)
Other income (expenses):    
Other income, net 988 423
Total other income, net 988 423
Loss before income taxes (11,552) (21,269)
Income tax expense (642) (554)
Net loss - continuing operations (12,194) (21,823)
Discontinued operations    
Income from discontinued operations 6,921
Gain from discontinued operations 6,921
Net loss (12,194) (14,902)
Non-controlling interest 1,497 569
Net loss attributable to SOS Ltd (10,697) (14,333)
Other comprehensive loss:    
Foreign currency translation adjustment-net of tax 8,706 (10,739)
Total comprehensive loss $ (1,991) $ (25,072)
Weighted average number of ordinary shares    
Basic (in Shares) 3,440,476,475 3,127,978,878
Diluted (in Shares) [1]
LOSS PER SHARE    
Basic (in Dollars per share) $ (0.0031) $ (0.0046)
Diluted (in Dollars per share) [1] $ (0.0031) $ (0.0046)
None-GAAP adjusted net loss $ (8,644) $ 138
[1] N/A Anti-diluted shares not considered
v3.23.3
Unaudited Interim Condensed Consolidated Statement of Cash Flow - USD ($)
$ in Thousands
 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Cash flows from operating activities:    
Net loss $ (10,697) $ (14,333)
Less: Net income from discontinued operation 6,921
Net loss from continuing operation (10,697) (21,254)
Adjustments:    
Depreciation and amortization 106 2,399
Share-based compensation 2,054 14,472
Amortisation of right of use assets 268 256
Accretion of finance leases 19
Allowance for doubtful accounts-accounts receivable 189
Allowance for doubtful accounts-other receivable 800
Impairment of cryptocurrencies 81
Operating cash flows before movements in working capital (8,169) (3,138)
Changes in working capital:    
Inventory 1,224 9,442
Accounts receivable 56 19,298
Other receivables (12,321) (110,435)
Amount due from related parties 23,916 (10,045)
Intangible assets (350) (837)
Accrued liabilities (3,510) (3,225)
Accounts payable 1,089 1,274
Tax payable 211 (47)
Other payables (3,857) 7,199
Amount due to related parties (1) 624
Lease liabilities (269) 1,184
Net cash used in operating activities from continuing operations (1,981) (88,706)
Net cash used in in generating from discontinued operating activities (15,611)
Net cash used in operating activities (1,981) (104,317)
Cash flows from investing activity:    
Proceeds from disposal of property, equipment and software 132
Net cash generated from investing activity from continuing operations 132
Net cash generated from investing activity from discontinuing operations 1,465
Net cash generated from investing activities 1,597
Cash flows from financing activities:    
Repayment of principle portion of lease liabilities (288)
Proceeds from share issuance, net of issuance costs 18,483
Net cash generated from/(used in) financing activities (288) 18,483
Net decrease on cash and cash equivalents (2,269) (84,237)
Cash and cash equivalents at beginning of the period 259,492 338,026
Effect of exchange rates on cash and cash equivalents (7,339) (6,443)
Less: cash and cash equivalents, from the discontinued operations 3,602
Cash and cash equivalents at end of the period 249,884 243,744
Supplemental cash flow information    
Cash paid for income tax $ 646 $ 1,061
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