Securities Registration: Employee Benefit Plan (s-8)
11 Fevereiro 2022 - 8:07AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on February 10, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SOS Limited
(Exact name of Registrant as specified in its
charter)
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Cayman Islands
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Not Applicable
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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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 and telephone number of Registrant’s
principal executive offices)
2021 Equity Incentive Plan
(Full title of the plans)
Puglisi & Associates
850 Library Avenue
Suite 204
Newark, Delaware 19711
(Name, address and telephone number of agent
for service)
Copies to:
Joan Wu, Esq.
Hunter Taubman Fischer & Li LLC
48 Wall Street, Suite 1100
New York, NY 10005
(212) 530-2208
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☒
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If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act. ☒
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
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*
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Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act, and the “Note” to Part I of Form S-8. The documents containing information specified in this Part I will be separately provided to the participants covered by the Plan, as specified by Rule 428(b)(1) under the Securities Act.
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities
and Exchange Commission (the “Commission”) are incorporated by reference as of their respective dates in this Registration
Statement:
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(a)
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The Registrant’s latest annual report on Form 20-F for
the year ended December 31, 2020 filed with the SEC on May 15, 2021 (File No. 001-38051) under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”);
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(c)
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The description of the Registrant’s Class A Ordinary
shares incorporated by reference in the Registrant’s registration statement on Form 8-A (File No. 001-38051) filed
with the Commission on April 4, 2017, including any amendment and report subsequently filed for the purpose of updating that description.
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In addition, this Registration Statement will
incorporate by reference all other documents subsequently filed by the Registrant under Section 13(a), 13(c), 14 and 15(d) of the
Exchange Act prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered have
been sold or deregistering all securities then remaining unsold. All those documents will be considered a part of this Registration Statement
from the respective dates the Registrant files them. Any statement in a document incorporated or deemed to be incorporated by reference
in this Registration Statement will be deemed to be modified or superseded to the extent that a statement contained in this Registration
Statement or in any other later filed document that also is or is deemed to be incorporated by reference modifies or supersedes the statement.
Any statement modified or superseded will not be deemed, except as modified or superseded, to be a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Cayman Islands law does not limit the extent
to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any
such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil
fraud or the consequences of committing a crime. The Registrant’s Fifth Amended and Restated Memorandum and Articles of Association
provide for indemnification of each of the Registrant’s officers and directors against all actions, proceedings, costs, charges,
expenses, losses, damages or liabilities incurred or sustained by such indemnified person, other than by reason of his or her own dishonesty,
willful default or fraud, in or about the conduct of the Registrant’s business or affairs (including as a result of any mistake
or judgement) or in the execution or discharge of his or her duties, powers, authorities or discretions, including without prejudice to
the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such indemnified person in defending (whether
successfully or otherwise) any civil proceedings concerning the Registrant or its affairs in any court whether in the Cayman Islands or
elsewhere.
Pursuant to the form of indemnification agreement,
which was filed as Exhibit 10.6 to the Registrant’s registration statement on Form F-1, as amended (Registration No. 333-217064), the
Registrant has agreed to indemnify its directors and executive officers against certain liabilities and expenses incurred by such person
in connection with claims made by reason of their being such a director or officer.
The form of underwriting agreement, which was
filed as Exhibit 1.1 to the Registrant’s registration statement on Form F-1, as amended (Registration No. 333-217064), also
provides for indemnification by the underwriters of the Registrant and its directors and officers for certain liabilities, including liabilities
arising under the Securities Act, but only to the extent that such liabilities are caused by information relating to the underwriters
furnished to the Registrant in writing expressly for use in such registration statement and certain other disclosure documents.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions,
the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
The Registrant also maintains a directors and
officers liability insurance policy for its directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index.
Item 9. Undertakings.
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(a)
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The undersigned Registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
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(i)
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To
include any prospectus required by section 10(a)(3) of the Securities Act;
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(ii)
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To
reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration
Statement; and
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(iii)
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To
include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
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provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
shall not apply if the information required to be included on a post-effective amendment by those paragraphs is contained in periodic
reports filed by or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.
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(2)
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That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
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(3)
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To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the termination of the offering.
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(b)
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The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a)
or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d)
of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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(c)
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Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the U.S. Securities
Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Qingdao, People’s Republic of China, on February 10, 2022.
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SOS Limited
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By:
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/s/ Yandai Wang
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Name:
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Yandai Wang
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Title:
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Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that
each person whose signature appears below constitutes and appoints Yandai Wang his true and lawful attorney-in-fact and agent,
each acting alone, each with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign
any or all amendments, including post-effective amendments, and supplements to this Registration Statement on Form S-8, 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(s)-in-fact and agent(s) 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 he might or could do in
person, hereby ratifying and confirming all that said attorney(s)-in-fact and agent(s), or his substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the U.S. Securities
Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the indicated capacities on February
10, 2022.
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Signature
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Title
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Date
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/s/ Yandai Wang
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Executive Chairman and Chief Executive Officer
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February 10, 2022
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Name: Yandai Wang
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(principal executive officer)
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/s/ Li Sing Leung
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Director and Chief Financial Officer
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February 10, 2022
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Name: Li Sing Leung
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(principal financial and accounting officer)
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/s/ Russell Krauss
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Director
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February 10, 2022
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Name: Russell Krauss
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/s/ Douglas L. Brown
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Director
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February 10, 2022
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Name: Douglas L. Brown
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/s/ Ronggang (Jonathan) Zhang
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Director
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February 10, 2022
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Name: Ronggang (Jonathan) Zhang
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/s/ Wenbin Wu
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Director
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February 10, 2022
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Name: Wenbin Wu
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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE
UNITED STATES
Pursuant to the Securities Act of 1933, the undersigned,
the duly authorized representative in the United States of SOS Limited, has signed this Registration Statement or amendment thereto in
Newark, DE on February 10, 2022.
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Authorized U.S. Representative
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By:
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/s/ Donald J. Puglisi
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Name:
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Donald J. Puglisi
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Title:
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Managing Director
Puglisi & Associates
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EXHIBIT INDEX
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**
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No exhibit to be filed as the Registrant does not issue physical ordinary share certificates.
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