SOS Limited Private Placement Equity Offering

SOS Limited entered into a securities purchase agreement (SPA) with non-U.S. persons (Purchasers) to sell 40,000,000 Class A Ordinary Shares at $0.30 per share, totaling approximately $12 million. The net proceeds will be used for data center development, working capital, and general corporate purposes. The agreement includes customary representations and warranties, and conditions to closing such as NYSE approval. The shares are being offered and sold in reliance on exemptions from registration requirements under the Securities Act and Regulation S.