Exhibit 99.2

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Overview and Outlook

SOS is an emerging blockchain-based and big data-driven marketing solution provider. SOS is also engaged in blockchain and cryptocurrency operations, which currently include cryptocurrency mining and may expand into cryptocurrency security in the future. Since April 2021, we launched a commodities trading business via our subsidiaries SOS International Trading Co. and Weigou International Trading Co Ltd. We facilitate trading of commodities including but not limited to mineral resin, soy bean, wheat, sesame, liquid sulfur and latex.

The Company provides substantially all of its services to large businesses and small and medium-sized enterprises (“SMEs”) in China via the former VIE and its subsidiaries, due to PRC legal restrictions of foreign ownership in certain sectors. Substantially all of the Company’s revenues, costs and net income in China are directly or indirectly generated through the former VIE and its subsidiaries. The Company’s indirectly-owned subsidiaries had the VIE Agreements with the former VIE and legal shareholders of the former VIE to allow the transfer of economic benefits from the former VIE to the Company and to direct the activities of the VIE.

Our Products and Services

As of June 30, 2024, SOS focuses on three service lines including Commodities Trading, Hosting service and Others. For the six months ended June 30, 2024, our total revenues were $60.5 million, including commodities trading revenues of $55.5 million. Hosting Service revenues of 4.7 million and other revenues of $0.3 million.

Revenue by Products and Services

	Six months ended June 30, 2024
Revenue by Products and Services	US$		Percentage
Commodities Trading		55,466		91.7	%
Hosting Services		4,719		7.8	%
Others		329		0.5	%
Total revenue -net	$	60,514		100	%

	Six months ended June 30, 2023
Revenue by Products and Services	US$		Percentage
Commodities Trading		37,815		90.5	%
Cryptocurrency Mining		350		0.8	%
Hosting Services		1,225		2.9	%
Others		2,416		5.8	%
Total revenue -net	$	41,806		100	%

Commodities Trading

Since April 2021, we launched our commodities trading business via our subsidiaries including SOS International Trading Co. Ltd. and Weigou International Trading, and we facilitate the trading of commodities including but not limited to mineral resin, soy bean, wheat, sesame, liquid sulfur, petrol coke and latex. We identify suppliers and buyers and generate revenue from the price difference. Revenue is recognized after products have been delivered and title to the goods and risk has been transferred from a seller to a buyer.

Hosting Services

From January 2022, SOS took the initiative to build a supercomputing center in Wisconsin USA by providing individual & business users a comprehensive experience of cryptocurrency mining capacity and hosting service. Part of the facility was up and running since April 2022 and we recorded a revenue of $1.2 million and 4.7 million for the six months ended June 30, 2023 and 2024 respectively.

Others

Others refer to the legacy business of data mining of remaining contracts, which run into the current reporting period.

Components of Our Results of Operation

Revenue

Revenue is derived from providing services to our customers including commodity trading, hosting service and cryptocurrency mining. The legacy business of data-mining segment was disposed of in November 2022, but there are some remaining contracts which run into the current reporting period ended June 30, 2024. Key factors that affect our future revenue growth include our introduction to new lines of services, our penetration in new territories, international expansion and the pandemic’s impact. 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, or products have been delivered together with transfer of title from a seller to a buyer.

Operating Costs and Gross Profit

Our major operating costs are purchase costs of power supply, depreciation and amortization from hardware, software for cryptocurrency mining, costs of goods sold & warehouse rental for the commodities trading business.

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, market price fluctuation and local government policy towards cryptocurrency.

General and 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 such as costs & expenses related to direct public offering and legal fees to defend us against class actions.

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Income Tax

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. SOS Information Technology Co., Ltd with significant insurance marketing service is a qualified high-tech enterprise and as such can enjoys a corporate income tax concession rate of 15%, all other domestic legal entities have 25% corporate tax rate. Depending on jurisdictions, offshore legal entities have various tax rate.

Interim Financial Results from Operations

Six months ended June 30, 2024 compared to June 30, 2023

Revenue

As of June 30, 2024, SOS focuses on three product and service lines including Commodities Trading, Hosting Service and Others. Commodities Trading contributes 91.7% of the total revenue, 7.8% from Hosting Services and 0.5% from Others, (i.e. legacy data mining which was disposed of in November 2022).

	Six months ended June 30, 2024
Revenue by Products and Services	US$		Percentage
Commodities Trading		55,466		91.7	%
Hosting Services		4,719		7.8	%
Others		329		0.5	%
Total revenue -net	$	60,514		100	%

	Six months ended June 30, 2023
Revenue by Products and Services	US$		Percentage
Commodity Trading		37,815		90.5	%
Cryptocurrency Mining		350		0.8	%
Hosting Services		1,225		2.9	%
Others		2,416		5.8	%
Total revenue -net	$	41,806		100	%

Net revenue was $60.5 million, up 47.1% from $41.8 million period-on-period. An increase in revenue is primarily due to higher sales of natural rubber, one of the key industrial materials, as the Chinese economy has continued to recover over the past six months. The ongoing recovery of the Chinese economy over the past six months has fueled increased demand for rubber products. However, no revenue from cryptocurrency mining was generated for the same period in 2024, as we temporarily halted our cryptocurrency mining operations to focus on upgrading the mining site. The Company began the work in January 2024 and it is expected to be completed and be back online in October 2024.

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Unaudited Condensed Consolidated Statements of Comprehensive Loss

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

	Six months ended
		30-Jun-23		30-Jun-24
		US$		US$
Revenue		41,835		60,531
Business taxes and surcharges		(29	)	(17	)
Net revenue		41,806		60,514
Operating costs		(41,716	)	(58,083	)
Gross profit		90		2,431
Gross profit ratio		0.2	%	4.0	%

Revenue and Service by Products

	Six months ended June 30, 2023					Six months ended June 30, 2024
Revenue by Products and Services	US$		Percentage			US$		Percentage
Commodity Trading		37,815		90.5	%		55,466		91.7	%
Cryptocurrency Mining		350		0.8	%		-		-	%
Hosting Services		1,225		2.9	%		4,719		7.8	%
Others		2,416		5.8	%		329		0.5	%
Total		41,806		100	%		60,514		100	%

Operating Costs and Expenses

Operating costs were $58.1 million, up 39.3% period-on-period from $41.7 million in the first half of 2023 which is consistent with our revenue increase. Operating costs comprised of depreciation & amortization of hardware & software, electricity power and depreciation from property equipment for cryptocurrency mining as well as costs of goods sold & warehouse rental for commodity trading.

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Selling Expenses

Selling expenses mainly relate to our commodity business and include freight-out expenses, custom clearing agency fee, warehouse rental expense, promotional expense, sales commission and payroll expenses to sales team. Selling expenses increased to $2.2 million from $1.1 million for the same period last year mainly attributable to the promotion activities.

General and Administrative Expenses

General and administrative expenses were $14.5 million, 54.3% up period-on-period from $9.4 million in the first half of 2023. The increase was mainly attributable to the depreciation expenses of $4 million for the newly established subsidiary. Share-based compensation has decreased from $2.1 million to $0.8 million, This happens because share-based compensation is often tied to the fair value of the company’s shares at the grant date or as they vest. When the share price declines, the value of the compensation, and therefore the associated expense, decreases as well.

Operating Loss

GAAP net loss was $10.9 million, compared to a net loss of $10.7 million in the first half of 2023, representing an increase of 0.02%. We had a gross margin of 4.0%, a significant drop from the previous year’s 0.2%. It sounds like the management is indicating that they have more leverage when negotiating the purchase price of natural rubber compared to sesame. This stronger bargaining power allows them to negotiate lower prices for rubber, which, in turn, can lead to a higher gross profit margin for natural rubber relative to sesame.

Income Tax

The Company obtained the tax return $4.0k of corporate income tax for the current period as compared to $0.6 million last year of the same period.

GAAP net loss attributable to ordinary shareholders was $10.9 million, as compared to a net loss of $10.7 million in the prior year period.

GAAP Basic EPS was $(0.0299) per share, as compared to $(0.0031) per share in the prior year period.

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Cash Flow

Unaudited Condensed Consolidated Statement of Cash Flow

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

	Six months ended			Six months ended
	30-Jun-23			30-Jun-24
	Unaudited			Unaudited
	US$			US$
Cash Flow from Operating Activities:
Net loss		(10,697	)		(10,902	)
Less: Net income from discontinued operation		-			1
Net loss from continuing operation		(10,697	)		(10,903	)
Adjustments:
Depreciation and amortization		106			8,765
Share-based compensation		2,053			807
Amortization of right of use assets		268			281
Accretion of finance leases		19			6
Impairment of cryptocurrencies		81			-
Operating cash flows before movements in working capital		(8,170	)		(1,044	)
Changes in working capital:
Inventory		1,224			(155	)
Accounts receivable		56			297
Other receivables		(12,320	)		(115,566	)
Amount due from related parties		23,916			29,739
Intangible assets		(350	)		-
Accrued liabilities		(3,510	)		25,642
Accounts payable		1,089			(24,016	)
Tax payable		211			400
Other payables		(3,857	)		32,588
Amount due to related parties		(1	)		(999	)
Lease liabilities		(269	)		(282	)
Net cash used in operating activities from continuing operations		(1,981	)		(53,396	)
Net cash used in in generating from discontinued operating activities		-			1
Net cash used in operating activities		(1,981	)		(53,395	)
Cash flows from financing activities:
Repayment of principle portion of lease liabilities		(288	)		(288	)
Proceeds from share issuance, net of issuance costs		-			24,836
Net cash generated from/(Used in) financing activities		(288	)		24,548
Net decrease in cash and cash equivalents		(2,269	)		(28,847	)
Cash and cash equivalents at beginning of the period		259,492			279,177
Effect of exchange rates on cash and cash equivalents		(7,339	)		(3,603	)
Cash and cash equivalents at end of the period		249,884			246,727
Supplemental cash flow information
Cash paid for income tax		646			-

Cash Flow Used in Operating Activities

As of June 30, 2024, the Company had cash and cash equivalents of $246.7 million, compared to $249.9 million in the prior year period, a decrease of $3.2 million. The Company believes that its cash resources are more than adequate to fund operations and growth initiatives.

Cash Flow Generated from Investing Activities

The Company experienced little investing activities for this period.

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Cash Flow Used in Financing Activities

The Company raised funds of $7.8 million by F1 in March 2024 and 16.99 million by private placement in June 2024; total funds raised amounted to S$24.79 million for the period ended June 30, 2024.

Subsequent Events

On August 15, 2024, the Company held its 2024 annual general meeting of shareholders. It approved and adopted the Company’s 2024 Equity Incentive Plan and approved the increase of the Company’s authorized share capital, from US$1,200,000 divided into 240,000,000 ordinary shares of par value of US$0.005 each, comprising of 196,000,000 Class A Ordinary Shares of a par value of US$0.005 each and 44,000,000 Class B Ordinary Shares of a par value of US$0.005 each, by the creation of an additional 8,804,000,000 Class A Ordinary Shares of a par value of US$0.005 each (which shall rank pari passu in all respects with the existing Class A Ordinary Shares) and an additional 956,000,000 Class B Ordinary Shares of a par value of US$0.005 each, such that the authorized share capital shall be US$50,000,000 divided into 10,000,000,000 ordinary shares of par value of US$0.005 each (which shall rank pari passu in all respects with the existing Class B Ordinary Shares), comprising of 9,000,000,000 Class A Ordinary Shares of a par value of US$0.005 each and 1,000,000,000 Class B Ordinary Shares of a par value of US$0.005 each.

About SOS Limited

SOS is an emerging blockchain-based and big data-driven marketing solution provider. SOS is also engaged in blockchain and cryptocurrency operations, which currently include cryptocurrency mining and may expand into cryptocurrency security and insurance in the future. Since April 2021, we launched commodity trading via our subsidiary SOS International Trading Co. Ltd and Weigou International Trading Co Ltd. Major trading commodity includes mineral resin, soy bean, wheat, sesame, liquid sulfur, petrol coke and latex etc. For more information, please visit: http://www.sosyun.com/.

Forward-Looking Statements

Certain statements in this press release may constitute “forward-looking statements” within the meaning of the federal securities laws, including, but not limited to, our expectations for future financial performance, business strategies or expectations for our business. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. SOS cautions that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Words such as “may,” “can,” “should,” “will,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target,” “look” or similar expressions may identify forward-looking statements. Specifically, forward-looking statements may include statements relating to the Company’s:

● ability to execute its business plan;

● changes in the market for SOS’ products and services; and

● expansion plans and opportunities.

These forward-looking statements are based on information available as of the date of this press release and our management’s current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.

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These risks and uncertainties include, but not are limited to, the risk factors described by SOS in its filings with the Securities and Exchange Commission (“SEC”). These risk factors and those identified elsewhere in this press release, among others, could cause actual results to differ materially from historical performance and include, but are not limited to:

● US government’s policies and regulatory oversight of crypto-currency mining operation and our other operations;

● SOS’s cryptocurrency mining, commodity trading and marketing solutions businesses are still under development, with many uncertainties in integration of these various business segments;

● Failure to manage the newly launched commodities trading business effectively;

● Loss of key customers in the commodity trading business;

● failure to access a large quantity of power at reasonable costs could significantly increase SOS operating expenses and adversely affect our demand for SOS’s mining activities;

● shortages in, or rises in the prices of mining machines may adversely affect the Company’s business;

● any significant or prolonged failure in the data warehouse facilities and data mining facilities that SOS operates or services it provides, including events beyond its control, would lead to significant costs and disruptions and would reduce the attractiveness of its facilities, harm its business reputation and have a material adverse effect on its results of operation;

● security breaches or alleged security breaches of our data warehouses could disrupt SOS operations and have a material adverse effect on its business, financial condition and results of operation; and

● other risks and uncertainties indicated in SOS’s SEC reports or documents filed or to be filed with the SEC by SOS.

Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and you should not place undue reliance on these forward-looking statements in deciding whether to invest in our securities. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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