{"url_path":"/sec/sos/10-k/2026/item-8","section_key":"item-8","section_title":"Item 8 FINANCIAL INFORMATION**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1346610/0001213900-26-057725-index.html","accession_number":"0001213900-26-057725","cik":"0001346610","ticker":"SOS","issuer_name":"SOS Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1346610/0001213900-26-057725-index.html","primary_entity_key":"0001346610","primary_entity_name":"SOS Ltd"},"word_count":1312,"has_tables":true,"body_markdown":"**ITEM\n8. FINANCIAL INFORMATION**\n\n \n\n**A.\nConsolidated Statements and Other Financial Information**\n\n \n\nWe\nhave appended consolidated financial statements filed as part of this annual report. See “Item 17. Financial Statements.”\n\n \n\n**Legal\nProceedings**\n\n \n\nExcept\nas listed below, we are currently not a party to any material legal or administrative proceedings. We may from time to time be subject\nto various legal or administrative claims and proceedings arising in the ordinary course of business. Litigation or any other legal or\nadministrative proceeding, regardless of the outcome, may result in additional costs and diversion of our resources, including our management’s\ntime and attention. \n\n \n\n*2021\nClass Action Litigation*\n\n* *\n\nOn\nMarch 30, 2021, a purported shareholder Kimberly Beltran filed a securities class action complaint in the United States District Court\nDistrict of New Jersey against the Company, Yandai Wang and Eric H. Yan, the Chief Executive Officer of the Company and President of\nthe Company’s operating subsidiary, respectively. The action, Kimberly Beltran v. SOS Limited, et al., Case No. 1:21-cv-07454 (the\n“Action”), is filed on behalf of a putative class consisting of all persons and entities other than the Company that purchased\nor otherwise acquired SOS American depository shares (“ADSs”) between July 22, 2020 and February 25, 2021 (the “Plaintiffs”),\nboth dates inclusive (the “Class Period”), seeking to recover damages allegedly caused by Company’s violations of the\nfederal securities laws against the Company and certain of its top officials. The Complaint was filed in this Action on March 30, 2021\nand the Action has not advanced beyond that stage. On November 2, 2021, the Court signed as an Order a stipulation entered into between\nthe various Plaintiffs’ counsels appointing a co-lead Plaintiffs’ counsel. The Parties have agreed to, and the Court has\napproved of, a Scheduling Order which provides that Plaintiffs shall file an amended complaint on or before May 13, 2022 and the Company\nshall answer or otherwise respond to the Amended Complaint on or before July 1, 2022. In the interim, Plaintiffs and the Company were\nengaged in settlement discussions.\n\n \n\n65\n\n \n\n \n\nOn\nApril 28, 2022, the Plaintiffs and the Company agreed to a settlement in principle that contemplates a $5 million settlement payment\ncovering all administration costs and Plaintiffs’ legal fees. The Company does not admit to any wrongdoing in this settlement and\nin accordance with the settlement there will be a full release of the Company and its officers and directors, for all claims arising\nduring the Class Period that were or could have been asserted in the Action. The Plaintiffs and the Company plan to enter into a full\nsettlement agreement within forty-five (45) days.\n\n \n\nThe\nNew Jersey District Court approved the settlement outside the court system on May 20, 2022 and on August 2 2022, the Company paid $5\nmillion to the plaintiff’ via an escrow account, releasing the Company to the same class action now and possible future allegation.\n\n \n\nAs\nof April 4, 2023, case captioned True North Financial LLF, TNA Capital Inc., TNA Capital LLC, and Michael Jaliman v. SOS Limited, Yandai\nWang, and Zhengyu (Zane) Wang, Case Number 1:23cv02581 has been pending in District Court, Eastern District Court of New. Plaintiffs\nfiled their Complaint on November 21, 2023, alleging claims for breach of contract, fraudulent inducement, tortious interference with\neconomic relations, and breach of fiduciary duty against Defendants in connection with disposing off legacy business of P2P from the\nyear of 2020 onwards.\n\n \n\nThis\ncase was settled outside the court on August 30, 2025 causing SOS parties to pay the Jaliman parties of US$2.2 million. For settlement\npurposes, a stipulation of dismissal was entered on September 11, 2025.\n\n \n\n*2022\nLitigation Against Thor Miner*\n\n \n\nSOS\nInformation Technology New York, Inc. (“SOSNY”), a company incorporated under the laws of state of New York and a wholly\nowned subsidiary of the Company, filed a lawsuit on December 9, 2022, against Thor Miner, Inc. (“Thor Miner”), Singularity\nFuture Technology Ltd. (“Singularity,” and, together with Thor Miner, referred to as the “Corporate Defendants”),\nLei Cao, Yang Jie, John F. Levy, Tieliang Liu, Tuo Pan, Shi Qiu, Jing Shan, and Heng Wang (jointly referred to as the “Individual\nDefendants”) (collectively, the Individual Defendants and the Corporate Defendants are the “Defendants”). SOSNY and\nThor Miner entered into a Purchase and Sale Agreement (the “PSA”) on January 10, 2022 for the purchase of $200,000,000 in\ncrypto mining rigs, which was breached by Thor Miner and Singularity.\n\n \n\nSOSNY\nand Defendants entered into a certain settlement agreement and general mutual release on December 28, 2022 (“Settlement Agreement”).\nPursuant to the Settlement Agreement, Thor Miner agreed to pay a sum of thirteen million U.S. dollars ($13,000,000) (the “Settlement\nPayment”) to SOSNY on or before December 23, 2022, and SOSNY agreed that subsequent to its receipt of the Settlement Payment, SOSNY\nshall cause the lawsuit to be dismissed with prejudice as to the settling defendants and without prejudice as to all others. As of the\ndate of this annual report, SOSNY has received the full amount of the Settlement Payment and has caused the lawsuit to be dismissed.\n\n \n\nSingularity\nand Thor Miner further covenanted and agreed that if they receive additional funds from HighSharp (Shenzhen Gaorui) Electronic Technology\nCo., Ltd. (“HighSharp”) related to the PSA, they will promptly transfer such funds to SOSNY in an amount not to exceed forty\nmillion five hundred sixty thousand five hundred sixty-nine dollars ($40,560,569.00) (which is the total amount paid by SOSNY pursuant\nto the PSA less the price of the machines actually received by SOSNY pursuant to the PSA). The Settlement Payment and any payments subsequently\nreceived by SOSNY from HighSharp shall be deducted from the total amount of forty million five hundred sixty thousand five hundred sixty-nine\ndollars ($40,560,569.00) previously paid by, and now due and owed to SOSNY. In further consideration of this Settlement Agreement, Thor\nMiner agreed to execute and provide to SOSNY, within seven (7) business days after the Effective Date (as defined in the Settlement Agreement),\nan assignment of all claims it may have against HighSharp.\n\n \n\n**Dividend\nPolicy**\n\n \n\nOur\nboard of directors has discretion regarding whether to declare or pay dividends. In addition, our shareholders may by ordinary resolution\ndeclare a dividend, but no dividend may exceed the amount recommended by our directors. In either case, all dividends are subject to\ncertain restrictions under Cayman Islands law, namely that our company may only pay dividends out of profits or share premium, and provided\nalways that we are able to pay our debts as they fall due in the ordinary course of business. Even if our board of directors decides\nto pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus,\ngeneral financial condition, contractual restrictions and other factors that the board of directors may deem relevant.\n\n \n\nWe\nhave never declared or paid cash dividends on our shares. We do not have any present plan to pay any cash dividends on our ordinary shares\nin the foreseeable future. We currently intend to retain most, if not all, of our available funds and any future earnings to operate\nand grow our business.\n\n \n\nWe\nare a holding company registered in the Cayman Islands. We may rely on dividends from our subsidiaries in China for our cash requirements,\nincluding any payment of dividends to our shareholders. PRC regulations may restrict the ability of our PRC subsidiaries to pay dividends\nto us. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China.”\n\n \n\nIf\nwe pay any dividends, we will pay such dividends directly to the holders of our ordinary shares of record, subject to applicable law.\nCash dividends on our ordinary shares, if any, will be paid in U.S. dollars.\n\n \n\n66\n\n \n\n \n\n**B.\nSignificant Changes**\n\n \n\nExcept\nas disclosed elsewhere in this annual report, we have not experienced any significant changes since the date of our audited consolidated\nfinancial statements included in this annual report."}