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Exhibit 107

 

Calculation of Filing Fee Tables

 

F-3

(Form Type)

 

SOS Ltd

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

   Security
Type		  Security
Class Title		  Fee
Calculation
Rule		  Amount
Registered(1)		  Proposed
Maximum
Offering
Price Per
Unit(2)		   Maximum
Aggregate
Offering
Price(3)		   Fee
Rate		   Amount of
Registration
Fee		 
Fees to be paid  Equity  Class A Ordinary Shares, as represented by American Depository Shares  Rule 457(o)                                             
   Other  Warrants  Rule 457(o)                       
   Debt  Debt Securities  Rule 457(o)                       
   Other  Units  Rule 457(o)                       
   Other  Rights  Rule 457(o)                       
                    $500,000,000    0.00015310   $76,550 
   Equity  Class A Ordinary Shares, as represented by American Depository Shares  Rule 457(o)          $15,884,424.70(4)   0.00015310   $2,431.91 
      Total Offering Amounts             $515,884,424.70    0.00015310   $78,981.91 
      Total Fees Previously Paid                       $- 
      Total Fee Offsets                       $- 
      Net Fee Due                       $78,981.91 

 

(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended (or the Securities Act), an indeterminate number of additional securities are registered hereunder that may be issued to prevent dilution in connection with a stock split, stock dividend, recapitalization, or similar event or adjustment. In addition, an indeterminate number of common shares are registered hereunder that may be issued upon conversion of or exchange for any other securities.

   
(2) There are being registered hereunder such indeterminate number of the securities of each identified class being registered as may be sold from time to time at indeterminate prices, with an initial aggregate public offering price not to exceed $500,000,000. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units. To the extent that separate consideration is received for any such securities, the aggregate amount of such consideration will be included in the aggregate offering price of all securities sold. If any debt securities are issued at an original issue discount, then the offering may be in such greater principal amount as shall result in a maximum aggregate offering price not to exceed $500,000,000, less the aggregate dollar amount of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or as part of units, which may consist of any combination of the securities registered hereunder.

 

(3) Pursuant to Instructions to the Calculation of Filing Fee Tables and Related Disclosure of Form F-3, the table does not specify by each class information as to the proposed maximum aggregate offering price. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder.
   
(4) On June 11, 2024, the Company entered into certain securities purchase agreement (the “SPA”) with the Selling Shareholders, pursuant to which the Company agreed to sell an aggregate of 161,427,080 units, each of which included three Warrants, each to purchase one Class A Ordinary Share. This number is calculated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) under the Securities Act. The proposed maximum offering price per share and the proposed maximum aggregate offering price are based on the average of the high and low sale prices of the registrant’s ADSs on the NYSE on March 12, 2025, or $4.92, divided by 150 (to give effect to the 150:1 ratio of Class A Ordinary Shares to ADSs).