0001079973-24-000418.txt : 20240325 0001079973-24-000418.hdr.sgml : 20240325 20240325160114 ACCESSION NUMBER: 0001079973-24-000418 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240325 DATE AS OF CHANGE: 20240325 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOS Ltd CENTRAL INDEX KEY: 0001346610 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] ORGANIZATION NAME: 02 Finance IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90300 FILM NUMBER: 24779128 BUSINESS ADDRESS: STREET 1: BLDG 6, E. SEAVIEW PARK, 298 HAIJING RD STREET 2: YINZHU STR., WEST COAST NEW DISTRICT CITY: QINGDAO SHANDONG PROVINCE STATE: F4 ZIP: 266400 BUSINESS PHONE: 86-532-86617117 MAIL ADDRESS: STREET 1: ATM CAPITAL PARTNERS LLC STREET 2: 35 EAST 38TH ST STE 11C CITY: NEW YORK STATE: NY ZIP: 10016 FORMER COMPANY: FORMER CONFORMED NAME: China Rapid Finance Ltd DATE OF NAME CHANGE: 20150923 FORMER COMPANY: FORMER CONFORMED NAME: China Risk Finance LLC DATE OF NAME CHANGE: 20051212 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: L1 Capital Global Opportunities Master Fund, Ltd. CENTRAL INDEX KEY: 0001702202 ORGANIZATION NAME: IRS NUMBER: 981241877 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 161A SHEDDEN ROAD ONE ARTILLERY COURT STREET 2: P.O. BOX 10085 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1001 BUSINESS PHONE: 646-688-5654 MAIL ADDRESS: STREET 1: 161A SHEDDEN ROAD ONE ARTILLERY COURT STREET 2: P.O. BOX 10085 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1001 SC 13G 1 l1cap_13g.htm SCHEDULE 13G

 

 

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

SOS Limited
(Name of Issuer)
 
American Depository Shares, representing Class A Ordinary Shares, par value $0.005
(Title of Class of Securities)
 
83587W205
(CUSIP Number)
 
March 13, 2024
(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐ Rule 13d-1(b)

 

☒ Rule 13d-1(c)

 

☐ Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities and Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 
 

 

CUSIP No.  83587W205   13G   Page 2 of 5 Pages

 

1  NAME OF REPORTING PERSONS
   
  L1 Capital Global Opportunities Master Fund, Ltd.
2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
 

 

(a)  ☐

  (b)  ☐
3 SEC USE ONLY
   
   
4 CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Cayman Islands 
  5                  SOLE VOTING POWER
     
    1,744,444 (1)(2)(3)
NUMBER OF 6 SHARED VOTING POWER
SHARES    
BENEFICIALLY    0
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH REPORTING    
PERSON WITH   1,744,444 (1)(2)(3)
  8 SHARED DISPOSITIVE POWER
     
    0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,744,444 (1)(2)(3)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 

 

☐

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
   9.97% (1)(2)(3)
12 TYPE OF REPORTING PERSON
 

 

FI (4)

       

 

 

(1)

 

Represents American Depository Shares (“ADS”), with each ADS representing 10 Class A ordinary shares, par value $0.005, purchased by the reporting person.

  (2) Does not include 3,488,888 warrants to purchase 3,488,888 ADS, which are subject to a 4.99% beneficial ownership limitation.
     
  (3) Based on 17,497,507 ADS outstanding as reported in the Issuer’s filings with the Securities and Exchange Commission.
     
  (4) The reporting person has not acquired the securities with any purpose, or with the effect, of changing or influencing the control of the Issuer, or in connection with or as a participant in any transaction having that purpose or effect, including any transaction subject to Rule 13d-3(b).
     
     
 
 

 

CUSIP No.  83587W205   13G   Page 3 of 5 Pages

 

Item 1.

 

  (a) Name of Issuer:

 

SOS Limited

 

 

(b)

 

Address of Issuer’s Principal Executive Offices:

 

Building 6, East Seaview Park, 298 Haijing Road, Yinzhu Street

West Coast New District, Qingdao City, Shandong Province 266400

People’s Republic of China 

 

Item 2.

 

(a)  Name of Person Filing:
   
  L1 Capital Global Opportunities Master Fund, Ltd.
   
(b)   Address of Principal Business Office or, if none, Residence:
   
 

161A Shedden Road, 1 Artillery Court

PO Box 10085

Grand Cayman, Cayman Islands KY1-1001

   
(c) Citizenship:
   
  Cayman Islands
   
(d) Title of Class of Securities:
   
  American Depository Shares (“ADS”) with each ADS representing 10 shares of the Issuer’s Class A Ordinary Shares, par value $0.005.
   
(e)  CUSIP Number:
   
  83587W205

 

Item 3.

 

Not applicable.

 

 

 
 

 

 
 CUSIP No. 83587W205   13G   Page 4 of 5 Pages

 

Item 4. Ownership.

 

(a)–(c)   The information required by Items 4(a)-(c) is set forth in Rows (5)-(9) and Row (11) of the cover page and is incorporated herein by reference.

 

    The percentage set forth on Row (11) of the cover page for the reporting person is based on 17,497,507 American Depository Shares outstanding based on the Issuer’s filings with the Securities and Exchange Commission.

 

    David Feldman and Joel Arber are the Directors of L1 Capital Global Opportunities Master Fund, Ltd. As such, L1 Capital Global Opportunities Master Fund, Ltd., Mr. Feldman, and Mr. Arber may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the issuer’s securities described herein. To the extent Mr. Feldman and Mr. Arber are deemed to beneficially own such securities, Mr. Feldman and Mr. Arber disclaim beneficial ownership of these securities for all other purposes.

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

Not applicable.

 

Item 8. Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9. Notice of Dissolution of Group.

 

Not applicable.

 

Item 10.

Certifications.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 
 
 

 

CUSIP No.  83587W205   13G   Page 5 of 5 Pages

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.

 

   
  By:    L1 Capital Global Opportunities Master Fund, Ltd.
     
March 25, 2024 By:  /s/ David Feldman
    David Feldman, Director