As filed with the Securities and Exchange Commission on July 1, 2022 

Registration No. 333-261292

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

POST-EFFECTIVE AMENDMENT NO. 1 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:

 

Joan Wu, Esq.

Hunter Taubman Fischer & Li LLC

48 Wall Street, Suite 1100

New York, NY 10005

(212) 530-2210

Herman H. Raspé, Esq.

Patterson Belknap Webb & Tyler LLP

1133 Avenue of the Americas

New York, NY 10036

(212) 336-2301

 

 

 

It is proposed that this filing become effective under Rule 466:

  ☐

immediately upon filing.

   ☐

on (Date) at (Time).

 

If a separate registration statement has been filed to register the deposited shares, check the following box: ☐

 

 

The Registrant hereby amends this Post-Effective Amendment No. 1 to Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Post-Effective Amendment No. 1 to Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Post-Effective Amendment No. 1 to Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

 

 

 

This Post-Effective Amendment No. 1 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.

 

 

ii 

 

 

PART I

 

INFORMATION REQUIRED IN PROSPECTUS

 

Cross Reference Sheet

 

Item 1.DESCRIPTION OF SECURITIES TO BE REGISTERED

  

Item Number and Caption

  

Location in Form of American

Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus

     
1. Name of Depositary and address of its principal executive office   Face of Receipt -  Introductory Article.
       
2. Title of Receipts and identity of deposited securities   Face of Receipt  - Top Center.
         
Terms of Deposit:    
     
  (i) The amount of deposited securities represented by one American Depositary Share (“ADSs”)   Face of Receipt  - Upper right corner.
         
  (ii) The procedure for voting, if any, the deposited securities   Reverse of Receipt  - Paragraphs (17) and (18).
         
  (iii) The collection and distribution of dividends   Reverse of Receipt - Paragraph (15).
         
  (iv) The transmission of notices, reports and proxy soliciting material   Face of Receipt  - Paragraph (14);
Reverse of Receipt - Paragraph (17).
         
  (v) The sale or exercise of rights   Reverse of Receipt – Paragraphs (15) and (16).
         
  (vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization  

Face of Receipt - Paragraph (4);

Reverse of Receipt - Paragraphs (15) and (19).

         
  (vii) Amendment, extension or termination of the deposit agreement   Reverse of Receipt - Paragraphs (23) and (24) (no provision for extensions).
         
  (viii) Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs   Face of Receipt - Paragraph (14).
         
  (ix) Restrictions upon the right to deposit or withdraw the underlying securities   Face of Receipt – Paragraphs (2), (4), (9), and (10).

 

 I-1

 

 

Item Number and Caption  

Location in Form of American

Depositary Receipt (“Receipt”)

Filed Herewith as Prospectus

         

  (x) Limitation upon the liability of the Depositary  

Face of Receipt – Paragraph (8);

Reverse of Receipt - Paragraphs (20) and (21).

         
  (xi) Fees and charges which may be imposed directly or indirectly on holders of ADSs   Face of Receipt - Paragraph (11).
         
Item 2.  AVAILABLE INFORMATION   Face of Receipt - Paragraph (14).

 

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. 1 to Registration Statement on Form F-6) at 100 F Street, N.E., Washington D.C. 20549.

  

 I-2

 

 

PROSPECTUS

 

The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the Form of Amendment No. 2 to Deposit Agreement, filed as Exhibit (a)(i) to this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 and is incorporated herein by reference.

  

 I-3

 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 3.EXHIBITS

 

(a)(i) Form of Amendment No. 2 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 (“Amendment No. 2”). ___ Filed herewith as Exhibit (a)(i).

 

(a)(ii) Amendment No. 1 to Deposit Agreement, by and among the Company, the Depositary, and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (“Amendment No. 1”). ___ 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)(iii) 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 15, 2019, and incorporated herein by reference.

 

(b)(i) 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)(ii) 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)(iii) 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)(iv) 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)(v) 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.

  

 II-1

 

 

(b)(vi) 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)(vii) 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)(viii) 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.

  

 II-2

 

 

Item 4.UNDERTAKINGS

 

(a)The Depositary undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of ADSs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

 

(b)If the amount of fees charged is not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADS thirty (30) days before any change in the fee schedule.

  

II-3

 

 

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. 1 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 1st day of July, 2022.

  

 

Legal entity created by the Deposit Agreement, as amended, under which the American Depositary Shares registered thereunder are issued, each American Depositary Share representing the right to receive the specified number of Class A ordinary shares of SOS Limited

 

CITIBANK, N.A., solely in its capacity as Depositary 

     
  By: /s/ Keith Galfo
    Name: Keith Galfo
    Title:   Attorney-in-Fact

 

 II-4

 

 

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. 1 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in Qingdao, China, on July 1, 2022.

  

  SOS LIMITED
     
  By: /s/ Yandai Wang
    Name: Yandai Wang
    Title:   Chief Executive Officer

 

 II-5

 

 

POWERS OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mr. Yandai Wang 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 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. 1 to Registration Statement on Form F-6 has been signed by the following persons in the following capacities on July 1, 2022.

 

Signature   Title
     

/s/ Yandai Wang

Yandai Wang

  

Chief Executive Officer and Chairman of the Board of Directors

(Principal Executive Officer)

     

/s/ Li Sing Leung

Li Sing Leung

  

Chief Financial Officer and Director

(Principal Financial and Accounting Officer)

     

/s/ Russell Krauss

Russell Krauss

  

Director

 

     
/s/ Douglas L. Brown

  

Director

Douglas L. Brown    
     

/s/ Ronggang (Jonathan) Zhang

Ronggang (Jonathan) Zhang

  

Director

 

     

/s/ Wenbin Wu

Wenbin Wu

  

Director

 

 

 II-6

 

 

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. 1 to Registration Statement on Form F-6 Newark, Delaware, on July 1, 2022.

  

 

Authorized U.S. Representative

 

PUGLISI & ASSOCIATES 

     
  By:  /s/ Donald J. Puglisi
    Name: Donald J. Puglisi
    Title:   Managing Director

 

 II-7

 

 

Index to Exhibits

 

Exhibit Document

Sequentially

Numbered Page

     
(a)(i) Form of Amendment No. 2 to  Deposit Agreement  

 

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