6-K - SOS - Equibles

UNITED STATES

SECURITIES ANDEXCHANGE COMMISSION

Washington,D.C. 20549

Form 6-K

REPORT OF FOREIGNPRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGEACT OF 1934

For the month of October 2020

Commission File Number: 001-38051

SOS LIMITED

(Translation of registrant’s name into English)

Room 8888, Jiudingfeng Building, 888 Changbaishan Road,

Qingdao Area, China (Shandong) Pilot Free Trade Zone

People’s Republic of China

+86 0311-80910921

(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 ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

EXPLANATORY NOTE

The Company is furnishing this Form 6-K to provide six-month interim financial statements and incorporate such financial statements into the Company’s registration statements referenced below.

This Form 6-K is hereby incorporated by reference into the registration statement of the Company on Form S-8 (Registration Number 333-220009), to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as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, 2020 and for the Six Months Ended June 30, 2020 and 2019
99.2	Operating and Financial Review and Prospects in Connection with the Unaudited Interim Consolidated Financial Statements for the Six Months Ended June 30, 2020 and 2019
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document

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.

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

Exhibit 99.1

SOS LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATEDSTATEMENTS OF COMPREHENSIVE OF LOSS

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

	Six months ended
	June 30, 2019		June 30, 2020
	US		US
Revenue
Business taxes and surcharges				)
Net revenue
Operating costs		)		)
Gross profit
Operating expenses
Selling expense
G&A expense		)		)
Finance expense
Total operating expenses		)		)
Operating (profit)loss		)		)
Non-operating income
Loss on acquisition				)
Total other expenses				)
Total loss before tax		)		)
Income tax expense				)
Net loss from continuing operation		)		)
Net loss from discontinued operation				)
Net loss		)		)
Preferred dividends
Net loss attributable to ordinary shareholders		)		)
Foreign currency translation adjustment-net of tax
Comprehensive of loss		)		)

All values are in US Dollars.

SOS LIMITED

UNAUDITED CONDENSED CONSOLIDATED BALANCESHEET

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

	Six months ended
	December 31, 2019			June 30, 2020
Assets
Cash and cash equivalents		41			610
Receivables		3,223			1,288
Prepayment and other assets		2,501			16,829
Total current assets		5,765			18,727
Property equipment and software-net		169			331
Assets of discontinued group		-			53,654
Total assets		5,934			72,713
Liabilities and Shareholder's Equity
Liabilities:
Accrued liabilities		3,216			13,813
Tax payable		(1	)		(15	)
Other payables		2,683			6,764
Total current liabilities		5,898			20,561
Liabilities of discontinued group		-			50,217
Total liabilities		5,898			70,778
Paid up capital		-			14
Additional paid-in capital		-			10,647
Retained earnings		(36	)		35
Current year net profit/(loss)		71			(8,768	)
Other comprehensive income		-			7
Total Shareholders' Equity		36			1,935
Total Liabilities and Shareholders’ Equity		5,934			72,713

SOS LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTOF CASH FLOW

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

	Six months ended
	June 30, 2019			June 30, 2020
Cash flows from operating activities:
Net (loss)		(204	)		(8,768	)
Adjustments:
Depreciation and amortization		-			3
Share-based compensation		-			737
Loss on acquisition		-			5,679
Receivables, prepayments and other assets		(3,379	)		(12,393	)
Accrued liabilities		3,570			14,678
Tax payable		4			(15	)
Net cash used in operating activities from discontinued operation		-			545
Net cash used in operating activities		(10	)		466
Cash flows from investing activities:
Purchase of property, equipment and software		(4	)		(202	)
Investment in equity		-			(591	)
Net cash used in investing activities		(4	)		(794	)
Cash flows from financing activities:		-			-
Proceeds from private equity placement		-			898
Net cash provided by financing activities		-			898
Net increase/(decrease), effect of exchange rate changes on cash and cash equivalent		(14	)		570
Cash and cash equivalent at beginning of the period		27			41
Cash and cash equivalent at end of the period		13			610

SOS LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS

1. Reverse Acquisitions of China Rapid Finance by SOS Limited

On May 18, 2020, the Company completed the acquisition with Yong Bao Two Ltd. (“YBT”), the parent company of SOS Information Technology Co., Ltd. (“SOS”). Following the completion of the acquisition, the operations of the Company were primarily comprised of the operations of SOS.

The acquisition was accounted for as asset acquisitions. The purchase price for China Rapid Finance (“CRF”) was $9.7 million. The transaction price of CRF includes 100% of all outstanding stock valued at net $9.7 million. The stock exchange equaled the 72,636,230 shares of CRF outstanding prior to the issuance of additional shares in the acquisition, at the market price of $0.133 per share. The total purchase price has been allocated based on an estimate of the fair value of CRF’s assets acquired and liabilities assumed with the remainder recorded as an expense.

On May 18, 2020, the fair value of the following assets and liabilities were acquired resulting in the total loss of approximately $5.7 million:

Dollars in thousands
Total Purchase Price	9,660
Net Assets (Liabilities) Acquired:
Assets
Cash and cash equivalents	13,664
Restricted cash	26,524
Accounts receivable	7,462
Inventories	8
Prepaid expenses and other current assets	110
Non-current assets	2,969
Other assets	2,682
Total Assets	53,419
Liabilities
Warrant derivative liability	-
Accounts payable & accrued liabilities	(49,437	)
Total Liabilities	(49,437	)
Net Assets (Liabilities) Acquired	3,982
Loss on Acquisitions	5,678

2. Non-GAAP adjustments and Non-GAAP results

	Sixed months ended
	30-Jun-19		30-Jun-20
	US'000'		US'000'
Non-GAAP adjusted loss before income tax expenses		)		)

All values are in US Dollars.

Exhibit99.2

OPERATINGAND FINANCIAL REVIEW AND PROSPECTS

MANAGEMENT’SDISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Overviewand outlook

We are an emerging high-technology company which provides a wide range of services to its corporate and individual members, including marketing data, technology and solutions for insurance companies and emergency rescue services in China. Our mission is to make it easier, safer and more efficient for our clients to obtain and process the data of their target customers.

We primarily address the large unmet demand for marketing-related data for clients such as insurance companies, financial institutions, medical institutions, healthcare providers and other service providers in the emergency rescue services industry by creating a SOS cloud emergency rescue service software as a service (SaaS) platform.

Furthermore, we have also established a data warehouse with 120 million active customer records as of the date of this report. Our data collection covers a wide variety of sources and are mainly from offline third party purchases, online subscription, AI recognition and cold calls, which account for approximately 75%, 18% and 7% of our data inventory, respectively.

OurProducts and Services

The Company is currently focused on four product lines, including insurance marketing, 10086 hot-line, bank card call center and SaaS services. Currently insurance marketing represents 96.2% of the Company’s total revenue, of which approximately 30% consists of rescue service as a value-added service, with 10086 hot-line, bankcard call center and SaaS individually accounting for 3.3%, 0.3% and 0.2% of the Company’s total revenue, respectively.

Insurancemarketing

We purchase data from our suppliers, including Shandong Shubao IT Ltd., Jiangxi Chacha IT Ltd. and Liaoning Tianzheng Ltd. With a stable supply of data, we use data mining and analytics technologies to find patterns and valuable information on market opportunities within the large amounts of data we collect, which helps us to provide our clients with data point recommendations.

Our strong data mining capabilities lay a solid foundation for the solutions to our clients, which we believe differentiate us from many other competitors in the same market. We have an experienced team of data experts in this field and we have a well-established data infrastructure system, ranging from mining, to warehousing, processing and distribution.

We currently only possess an insurance agent license for operations within Inner Mongolia, China. As such, as of the date of this report, our revenues are mainly generated through various agents of the other insurance companies. We primarily work with two agents, Beijing Sense Time Information Technology Co., Ltd. (“BSIT”), which generates the majority of our insurance marketing revenues, as well as Beijing Ruijing Hangbao Insurance Agency Ltd

Insurance companies such as People's Insurance Company (Group) of China, Ltd. (“PICC”), or Ping An Insurance (Group) Company of China, Ltd. (“Ping An”) will request shortlists from these insurance agents. The insurance agents will then subcontract the task to various vendors such as SOS, and SOS will collect raw data from third parties or from its own data warehouse and utilize its data mining and analytics technologies to process the data, creating a shortlist and selling it to the agents. The agents will then provide the list to insurance companies. We charge information service fee from these insurance agents based on the amount of insurance policy orders placed by insurance companies through these agents. Our service model is represented by the following diagram:

10086Hot-line

SOS is also contracted with China Mobile as its outsourced service center and operates the 10086 hot-line for the Hebei Province, charging China Mobile by customer call-in time.

BankCard Call Center

SOS also operates a promotional center for Guangdong Bank of Development and charges by the number of successfully registered accounts, major costs are air time of land lines.

SaaSservice

The three major SaaS offerings by SOS are as follows:

●	basic<br> cloud system (Medical Rescue Card, Auto Rescue Card, Financial Rescue Card and Life Rescue<br> Card)
●	cooperative<br> cloud system (information rescue center, intelligent big data, intelligent software and<br> hardware)
---	---
●	information<br> cloud system (Information Today and E-commerce Today)
---	---

SOS provides warehouse access to insurance companies, financial institution and medical institutions etc., and generates revenues through a monthly subscription fee.

Componentsof our results of operation

Revenue

Revenue is derived from providing services to our customers including insurance marketing, 10086 hotline, a bank card call center service and SaaS service. Key factors that affect our future revenue growth include our introduction to new lines of services, our penetration in new territories and international expansion. 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.

Operatingcosts and gross profit

Our major operating costs are purchase costs of data from information suppliers, offline and online collection for insurance marketing, air-time phone bills for our hotline and call center business, and hardware and software operating costs for our SaaS platform.

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.

Generaland 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.

Incometax

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. We are a qualified high-tech enterprise and as such can enjoy a corporate income tax concession rate of 15% instead of 25%.

Resultsof operation

Six months ended June 30, 2019 compared to June 30, 2020

Revenue

Revenue was $9.9 million, up 133 times period-on-period. The robust growth of revenue demonstrates the effectiveness and strong execution of the Company’s strategy, mainly rapid market penetration from regional to a national basis. The expansion occurred from the second-half of 2019 onwards from a single Hebei Province to adjacent territories including Henan Province, Shangdong Province, Zhejiang Province, Beijing and Tianjing, etc.

SOSLimited

UNAUDITEDINTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE OF LOSS

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

	Six<br> months ended
	June<br> 30, 2019		June<br> 30, 2020
	US		US
Revenue
Business taxes and surcharges				)
Net revenue
Operating costs		)		)
Gross profit

All values are in US Dollars.

As of June 30, 2020, SOS focuses on four product lines, including insurance marketing, 10086 hotline, bank card call center service and SaaS service. Insurance marketing represents 96.2% of the Company’s total revenue, with the remaining 3.3% from 10086 hotline service, 0.3% from bank card call center service and 0.2% from SaaS service.

OperatingCosts and Expenses

Operating costs were $9.8 million, almost 516 times up period-on-period from $0.019 million in the first half of 2019 as revenue growth drives up related costs. Mostly these costs include data acquisition costs for our insurance marketing business and land line telephone expenses.

Generaland administrative expenses

General and administrative expenses were $2.7 million, up 930% period-on-period from $0.26 million in the first half of 2019. The increase in general and administrative expenses was mainly due to the reverse take-over acquisition-related professional fees of $0.87 million, $0.74 million of increased share-based compensation expenses and $1 million in bad debt provision expenses.

Operatingloss

GAAP net loss was $8.8 million, compared to a net loss of $0.20 million in the first half of 2019. The loss came about from increased expenses associated with the reverse take-over acquisition of XRF by SOS, bad debt provision expenses and share-based compensation expenses.

Losson acquisition

Note 1 in notes to un-audited condensed consolidated financial statements details the impact of the transaction on May 18, 2020.

Incometax

The company paid US$0.01 million of corporate income tax for the current period.

Non-GAAP adjusted loss before income tax expense was $1.3 million, as compared to $0.2 million in the first half of 2019. Compared to GAAP results, this loss excludes share-based compensation, loss from acquisition and loss from discontinued operations.

GAAP net loss attributable to ordinary shareholders was $8.8 million, as compared to a net loss of $0.20 million in the prior year period.

GAAP EPS was $(0.17) per share, as compared to $(0.0017) per share in the prior year period.

BalanceSheet and Cash Flow

As of June 30, 2020, the Company had cash and cash equivalents of $0.61 million, compared to $0.013 million in the prior year period. The improvement in operating cash flow was mainly due to the increase in revenue. The Company believes that its cash resources are more than adequate to fund operations and growth initiatives.

SOSLIMITED

UNAUDITEDCONDENSED CONSOLIDATED STATEMENT OF CASH FLOW

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

	Six<br> months ended
	June<br> 30, 2019			June<br> 30, 2020
Cash flows from operating activities:
Net (loss)		(204	)		(8,768	)
Adjustments:
Depreciation and amortization		-			3
Share-based compensation		-			737
Loss on acquisition		-			5,679
Receivables, prepayments and other assets		(3,379	)		(12,393	)
Accrued liabilities		3,570			14,678
Tax payable		4			(15	)
Net cash used<br> in operating activities from discontinued operation		-			545
Net cash used<br> in operating activities		(10	)		466
Cash flows from investing activities:
Purchase of property, equipment and<br> software		(4	)		(202	)
Investment in<br> equity		-			(591	)
Net cash used<br> in investing activities		(4	)		(794	)
Cash flows from financing activities:		-			-
Proceeds from<br> private equity placement		-			898
Net cash provided<br> by financing activities		-			898
Net increase/(decrease), effect of exchange<br> rate changes on cash and cash equivalent		(14	)		570
Cash and cash<br> equivalent at beginning of the period		27			41
Cash and cash equivalent<br> at end of the period		13			610

Investmentin equity

SOS Limited through its subsidiary, SOS Information Technology Co., Ltd., acquired 100% shares of Inner Mongolia SOS Insurance Agency Co., Ltd. on June 19, 2020 for US$0.6 million.

Financingactivities

SOS Limited received proceeds from private equity investment of eight individuals for the amount of U$0.9 million on May 19, 2020.