SOS Limited (NYSE: SOS) to trade ordinary shares directly on NYSE

Rhea-AI Filing Summary

SOS Limited is changing how its shares trade in the U.S. The company is terminating its American depositary receipt (ADR) program on September 8, 2025, slightly later than previously planned, and will instead have its ordinary shares trade directly on the New York Stock Exchange.

At an extraordinary general meeting on August 11, 2025, shareholders approved two key actions: creating an additional 500,000,000 Class B ordinary shares of par value $0.005, and a 150‑for‑1 share consolidation for both Class A and Class B shares, increasing their par value to $0.75. On the effective date, each ADS will be cancelled and automatically exchanged for one Class A ordinary share, which is then expected to trade on the NYSE under the existing symbol “SOS”.

Insights

Cross‑border listing and capital structure analyst

SOS is ending its ADR program, consolidating shares, and moving to direct NYSE trading.

SOS Limited is shifting from an ADR structure to direct listing of its ordinary shares on the NYSE. The ADR deposit agreement with Citibank will terminate on September 8, 2025, at which point each ADS will be mandatorily exchanged for one underlying Class A ordinary share that is anticipated to trade under the symbol “SOS”. This keeps U.S. investors on the same exchange while changing the security form they hold.

Shareholders also approved an increase of authorized capital by creating an additional 500,000,000 Class B ordinary shares with par value $0.005, and a 150‑for‑1 share consolidation for both Class A and Class B, raising par value to $0.75 per share. The consolidation reduces the number of shares outstanding per holder while multiplying the par value, a typical reverse‑split style change aimed at adjusting the share count and per‑share metrics without altering overall economic ownership.

The combination of a large authorized Class B pool and a significant consolidation mainly affects capital structure and trading mechanics rather than current earnings. Actual effects for investors will depend on how ordinary shares trade on the NYSE after September 8, 2025 and any future use of the expanded authorized Class B shares.

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

Form 6-K 

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

For the month of August 2025

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 ☐

Termination of Deposit Agreement, Concurrent Changes to Share Capital and Direct Listing of Ordinary Shares

As previously disclosed, the Company initially planned to terminate the amended and restated Deposit Agreement dated May 4, 2017, as amended, by and among the Company, Citibank, N.A. (the “Depositary”), and the holders of American depositary shares (the “ADSs”) from time to time, effective September 3, 2025. However, due to additional time required for finalizing the related processes, the date of termination has been postponed to September 8, 2025 (the “Termination”).

In connection with the Termination, the Company held an extraordinary general meeting of shareholders on August 11, 2025 at which its shareholders approved the following resolutions:

1. As an ordinary resolution, to approve that the authorized share capital of the Company be increased by the creation of an additional 500,000,000 Class B Ordinary Shares of a par value of US$0.005 each to rank pari passu in all respects with the existing Class B Ordinary Shares (the “Increase of Authorized Share Capital”);

2. As an ordinary resolution, to approve that every 150 issued and unissued Class A Ordinary Shares of a par value of US$0.005 each and every 150 issued and unissued Class B Ordinary Shares of a par value of US$0.005 each in the share capital of the Company be consolidated into 1 Class A Ordinary Share of a par value of US$0.75 and 1 Class B Ordinary Share of a par value of US$0.75 respectively (the “Share Consolidation”);

The Depositary of the Company’s American depositary receipts (the “ADRs”) will distribute to all holders and beneficial owners of the Company’s ADRs an updated notification regarding the termination of the ADR facility for the Company’s ADSs pursuant to the Deposit Agreement. The new effective date of the termination of the Deposit Agreement will be September 8, 2025 (the “Effective Date”). On the Effective Date (with the Share Consolidation being effective), holders of ADSs will have their ADSs automatically cancelled and will be entitled to receive the corresponding underlying Class A ordinary shares, par value $0.75 per share (“Ordinary Shares”), at a rate of one (1) Ordinary Share for each ADS cancelled (the “Mandatory Exchange”).

Following the Mandatory Exchange, the Ordinary Shares are anticipated to trade directly on the New York Stock Exchange under the current trading symbol “SOS”.

On August 28, 2025, the Company issued a press release announcing the Termination and Mandatory Exchange. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Exhibits

Exhibit No.		Description
99.1		Press Release

1

SIGNATURES

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, thereunto duly authorized.

Dated: August 28, 2025	SOS Limited
	By:	/s/ Yandai Wang
		Yandai Wang
		Chief Executive Officer

2

FAQ

What did SOS (SOS) announce about its ADR program?

SOS Limited will terminate its ADR deposit agreement on September 8, 2025. On that date, all ADSs will be cancelled and exchanged for underlying Class A ordinary shares on a one‑for‑one basis.

How will SOS ADS holders be affected by the mandatory exchange?

On the effective date, each SOS ADS will be automatically cancelled and holders will receive one Class A ordinary share with par value $0.75 for each ADS cancelled, which is anticipated to trade directly on the NYSE.

What share consolidation did SOS (SOS) shareholders approve?

Shareholders approved that every 150 issued and unissued Class A share and every 150 issued and unissued Class B share of par value $0.005 be consolidated into one new Class A and one new Class B share of par value $0.75.

Did SOS Limited change its authorized share capital?

Yes. Shareholders approved an increase in authorized share capital by creating an additional 500,000,000 Class B ordinary shares with a par value of $0.005 each, ranking pari passu with existing Class B shares.

Where will SOS Limited shares trade after the ADR termination?

Following the mandatory exchange on September 8, 2025, SOS Limited’s Class A ordinary shares are anticipated to trade directly on the New York Stock Exchange under the symbol “SOS”.

Why was the SOS ADR termination date changed?

The termination of the deposit agreement, originally planned for September 3, 2025, was postponed to September 8, 2025 to allow additional time to finalize related processes.