| As filed with the Securities and Exchange Commission on June 27,
2025 |
Registration No. 333-261292 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
POST-EFFECTIVE AMENDMENT NO. 3 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:
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Joan Wu, Esq.
Hunter Taubman Fischer & Li LLC
800 Third Avenue, Suite 2800
New York, NY 10022
(212) 530-2210
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Herman H. Raspé, Esq.
Jean-Claude Lanza, Esq.
Patterson Belknap Webb & Tyler LLP
1133 Avenue of the Americas
New York, New York 10036
(212) 336-2000 |
__________________________________
| It is proposed that this filing become effective under Rule 466: |
☐ immediately upon filing. |
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☐ on (Date) at (Time). |
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| If a separate registration statement has been filed to register the deposited shares, check
the following box: ☐ |
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The Registrant hereby amends this
Post-Effective Amendment No. 3 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. 3 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. 3 to Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
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This Post-Effective Amendment No. 3 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.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
| Item 1. | DESCRIPTION
OF SECURITIES TO BE REGISTERED |
| Item Number and Caption |
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Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
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| 1. |
Name of Depositary and address of its principal executive office |
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Face of Receipt - Introductory Article. |
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| 2. |
Title of Receipts and identity of deposited securities |
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Face of Receipt - Top Center. |
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| Terms of Deposit: |
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(i) |
The amount of deposited securities represented by one American Depositary Share (“ADSs”) |
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Face of Receipt - Upper right corner. |
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(ii) |
The procedure for voting, if any, the deposited securities |
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Reverse of Receipt - Paragraphs (17)
and (18). |
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(iii) |
The collection and distribution of dividends |
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Reverse of Receipt - Paragraph (15). |
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(iv) |
The transmission of notices, reports and proxy soliciting material |
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Face of Receipt - Paragraph (14);
Reverse of Receipt - Paragraph (17). |
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(v) |
The sale or exercise of rights |
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Reverse of Receipt – Paragraphs (15) and (16). |
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(vi) |
The deposit or sale of securities resulting from dividends, splits or plans of reorganization |
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Face of Receipt - Paragraph (4);
Reverse of Receipt - Paragraphs (15) and (19). |
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(vii) |
Amendment, extension or termination of the deposit agreement |
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Reverse of Receipt - Paragraphs (23) and (24) (no provision for extensions). |
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(viii) |
Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs |
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Face of Receipt - Paragraph (14). |
Item Number and Caption |
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Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus |
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(ix) |
Restrictions upon the right to deposit or withdraw the underlying securities |
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Face of Receipt – Paragraphs (2), (4), (9), and (10). |
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(x) |
Limitation upon the liability of the Depositary |
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Face of Receipt – Paragraph (8);
Reverse of Receipt - Paragraphs (20) and (21). |
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(xi) |
Fees and charges which may be imposed directly or indirectly on holders of ADSs |
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Face of Receipt - Paragraph (11). |
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| Item 2. |
AVAILABLE INFORMATION |
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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. 3 to Registration Statement on
Form F-6) at 100 F Street, N.E., Washington D.C. 20549.
PROSPECTUS
The Prospectus consists of the proposed form
of American Depositary Receipt included as Exhibit A to the Form of Amendment No. 4 to Deposit Agreement, filed as Exhibit (a)(i) to this
Post-Effective Amendment No. 3 to Registration Statement on Form F-6 and is incorporated herein by reference.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
(a)(i) Form of
Amendment No. 4 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. ___ Filed herewith as Exhibit (a)(i).
(a)(ii) Amendment
No. 3 to Deposit Agreement, dated as of November 19, 2024, by and among the Company, the Depositary, and all Holders and Beneficial Owners
of American Depositary Shares issued thereunder. ___ Filed herewith as Exhibit (a)(ii).
(a)(iii)
Amendment No. 2 to Deposit Agreement, dated as of July 6, 2022, by and among the Company, the Depositary, and all Holders and
Beneficial Owners of American Depositary Shares issued thereunder. ___ Previously filed as Exhibit (a)(ii) to
Post-Effective Amendment No. 2 to Registration Statement on Form F-6, Reg. No. 333-261292, filed on November 4, 2024.
(a)(iv) Amendment
No. 1 to Deposit Agreement, dated as of December 3, 2019, by and among the Company, the Depositary, and all Holders and Beneficial Owners
of American Depositary Shares issued thereunder. ___ 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)(v) 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 18, 2019, and incorporated herein by reference.
(b)(i) Warrant
Exercise Letter Agreement, dated as of March 15, 2024, by and between the Company and the Depositary. — Previously filed as Exhibit
(b)(i) to Post-Effective Amendment No. 2 to Registration Statement on Form F-6, Reg. No. 333-261292, filed on November 4, 2024.
(b)(ii) 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)(iii) 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)(iv) 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)(v) 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)(vi) 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.
(b)(vii) 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)(viii) 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)(ix) 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.
| (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. |
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. 3 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 27 day of June, 2025.
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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 one hundred and fifty (150) Class A ordinary shares of SOS Limited |
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CITIBANK, N.A., solely in its capacity as Depositary |
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By: |
/s/ Leslie DeLuca |
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Name: Leslie DeLuca |
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Title: Attorney-in-Fact |
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. 3 to Registration Statement on Form F-6 to be signed
on its behalf by the undersigned thereunto duly authorized, in the city of Qingdao, China, on June 27, 2025.
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SOS LIMITED |
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By: |
/s/ Yandai Wang |
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Name: Yandai Wang |
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Title: Chief Executive Officer |
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS, that each person whose signature appears below constitutes and appoints each of Yandai Wang and Li Sing Leung 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/her 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. 3 to Registration Statement on Form F-6 has been signed by
the following persons in the following capacities on June 27, 2025.
| Signature |
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Title |
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| /s/ Yandai Wang |
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Chief Executive Officer and Chairman of the Board of Directors |
| Yandai Wang |
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(Principal Executive Officer) |
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| /s/ Li Sing Leung |
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Chief Financial Officer and Director |
| Li Sing Leung |
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(Principal Financial and Accounting Officer) |
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| /s/ Russell Krauss |
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Director |
| Russell Krauss |
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| /s/ Douglas L. Brown |
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Director |
| Douglas L. Brown |
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| /s/ Ronggang (Jonathan) Zhang |
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Director |
| Ronggang (Jonathan) Zhang |
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| /s/ Wenbin Wu |
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Director |
| Wenbin Wu |
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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN
THE UNITED STATES
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. 3 to Registration Statement on Form F-6 in Newark, DE on June 27, 2025.
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Authorized U.S. Representative |
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Puglisi & Associates |
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By: |
/s/ Donald J. Puglisi |
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Name: Donald J. Puglisi |
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Title: Managing Director |
Index to Exhibits
| Exhibit |
Document |
Sequentially
Numbered Page
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| (a)(i) |
Form of Amendment No. 4 to Deposit Agreement |
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| (a)(ii) |
Amendment No. 3 to Deposit Agreement |
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