SOS Limited (NYSE: SOS) boosts Class B capacity, OKs share consolidation

Rhea-AI Filing Summary

SOS Limited reported the results of its extraordinary general meeting of shareholders held on August 11, 2025. Shareholders approved increasing the company’s authorized share capital by creating an additional 500,000,000 Class B Ordinary Shares with a par value of US$0.005 each, to rank equally with existing Class B shares. They also approved a consolidation in which every 150 issued and unissued Class A and Class B Ordinary Shares of US$0.005 par value will be consolidated into 1 Class A and 1 Class B Ordinary Share of US$0.75 par value.

A third proposal, which would have subdivided each authorized issued and unissued Class A and Class B Ordinary Share of US$0.75 par value into 75 Class A and 75 Class B Ordinary Shares of US$0.01 par value each, was not approved by shareholders. The meeting had a quorum, with approximately 74.77% of the 1,019,081,035 outstanding shares represented in person or by proxy.

Insights

Equity structure & governance analyst

SOS shareholders back major share capital changes but reject a follow-on subdivision.

The meeting approved two key changes to the equity structure. First, holders supported creating an additional 500,000,000 Class B Ordinary Shares of par value US$0.005, expanding the authorized Class B capacity while keeping terms aligned with existing Class B shares. Second, they approved consolidating every 150 issued and unissued Class A and Class B shares of US$0.005 par value into 1 share of each class at US$0.75 par value, effectively a 150‑to‑1 reverse consolidation on both classes.

The third step in the sequence, a proposed subdivision of each US$0.75 Class A and Class B share into 75 shares of US$0.01 par value each, failed to pass, with votes against far exceeding votes for. That outcome means the company proceeds with increased authorized Class B shares and the consolidation, but without the subsequent subdivision described in the proposal. Overall, these are structural share changes rather than operational or earnings developments, so the direct effect on the business fundamentals is limited.

Form 6-K: How Foreign Companies Report to the SEC →

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 ☐

Submission of Matters to a Vote of Security Holders.

The Company held its extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) on August 11, 2025 at 10:00 a.m. Eastern Standard Time (i.e., August 11, 2025 at 10:00 a.m., Beijing time and 9:00 am Cayman Islands time) at Building 6, East Seaview Park, 298 Haijing Road, Yinzhu Street, West Coast New District, Qingdao City, Shandong Province 266400, People’s Republic of China.

Holders of 761,934,571 shares of the Registrant (consisting of 735,011,060 Class A Ordinary Shares and 26,923,511 Class B Ordinary Shares) were present in person or by proxy at the meeting, representing approximately 74.77% of the total 1,019,081,035 outstanding shares (consisting of 992,097,584 Class A Ordinary Shares and 26,983,451 Class B Ordinary Shares) and therefore constituting a quorum, present in person or by proxy at the Extraordinary General Meeting and entitled to vote at the Extraordinary General Meeting as of the record date of June 30, 2025. The final voting results for each matter submitted to a vote of shareholders at the Extraordinary General Meeting are as follows:

1. Increase of Authorized Share Capital

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. No broker non-votes are counted.

For		Against		Abstain
994,815,175		9,457,500		96,900

2. Share Consolidation

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. No broker non-votes are counted.

For		Against		Abstain
994,818,369		9,316,350		111,450

3. Share Subdivision

As an ordinary resolution, after the approval by the shareholders of Proposal 2, to approve that each authorized issued and unissued Class A Ordinary Share of a par value of US$0.75 and each authorized issued and unissued Class B Ordinary Share of a par value of US$0.75 be subdivided into 75 Class A Ordinary Shares of a par value of US$0.01 each and 75 Class B Ordinary Shares of a par value of US$0.01 each. No broker non-votes are counted.

For		Against		Abstain
1,876,500		1,002,241,269		128,400

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 18, 2025	SOS Limited
	By:	/s/ Yandai Wang
	Name:	Yandai Wang
	Title:	Chief Executive Officer

2

FAQ

What did SOS (SOS) shareholders approve at the August 2025 extraordinary meeting?

Shareholders of SOS Limited approved two ordinary resolutions: an increase in authorized share capital by creating 500,000,000 additional Class B Ordinary Shares of US$0.005 par value, and a consolidation whereby every 150 issued and unissued Class A and Class B shares of US$0.005 par value are consolidated into 1 Class A and 1 Class B share of US$0.75 par value.

How many SOS shares were represented at the extraordinary general meeting?

Holders of 761,934,571 shares (735,011,060 Class A Ordinary Shares and 26,923,511 Class B Ordinary Shares) were present in person or by proxy, representing approximately 74.77% of the total 1,019,081,035 outstanding shares as of the June 30, 2025 record date.

What is the impact of the approved share consolidation for SOS Limited?

The approved consolidation means every 150 issued and unissued Class A and Class B Ordinary Shares of par value US$0.005 will be combined into 1 Class A and 1 Class B Ordinary Share of par value US$0.75 each. This changes the nominal par value and share count structure but does not, by itself, alter the company’s total equity value.

Did SOS Limited shareholders approve the proposed share subdivision after consolidation?

No. The ordinary resolution to subdivide each authorized issued and unissued Class A and Class B Ordinary Share of US$0.75 par value into 75 Class A and 75 Class B Ordinary Shares of US$0.01 par value each was not approved. Votes against the proposal significantly exceeded votes in favor.

How did SOS Limited shareholders vote on increasing authorized Class B share capital?

For the proposal to increase authorized share capital by creating 500,000,000 additional Class B Ordinary Shares of US$0.005 par value, votes were 994,815,175 for, 9,457,500 against, and 96,900 abstentions, with no broker non‑votes counted.

Who signed the SOS Limited Form 6-K reporting these shareholder votes?

The report was signed on behalf of SOS Limited by Yandai Wang, who is identified as the company’s Chief Executive Officer, dated August 18, 2025.