SE Sea Limited

As filed with the Securities and Exchange Commission on January 3, 2024

Registration No. 333-       

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

Sea Limited

(Exact Name of Registrant as Specified in Its Charter)

 

Cayman Islands (State or Other Jurisdiction of Incorporation or Organization)

Not Applicable (IRS Employer Identification No.)

 

1 Fusionopolis Place, #17-10, Galaxis
Singapore 138522
+65 6270-8100
(Address of Principal Executive Offices and Zip Code)

 

Second Amended and Restated Share Incentive Plan
(Full Title of the Plan)

 

Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, N.Y. 10168
(Name and address of agent for service)

 

+1 (800) 221-0102
(Telephone number, including area code, of agent for service)

 

Copies to:

 

Yanjun Wang, Esq.
Sea Limited
1 Fusionopolis Place, #17-10, Galaxis
Singapore 138522
+65 6270-8100

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		x	Accelerated filer	¨
Non-accelerated filer		¨	Smaller reporting company	¨
			Emerging growth company	¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ¨

 

 

 

EXPLANATORY NOTE

 

Pursuant to General Instruction E of Form S-8, Sea Limited (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register 17,170,200 additional Class A ordinary shares (“Class A Ordinary Shares”) of the Registrant for issuance under the Registrant’s Second Amended and Restated Share Incentive Plan, as may be amended from time to time (the “Plan”), to increase the number of Class A Ordinary Shares available for grant under the Plan. This increase is made pursuant to the provision of the Plan providing for automatic increases in the maximum number of Class A Ordinary Shares available for grant on January 1, 2024 by 3% of the total number of ordinary shares of all classes of the Registrant outstanding as of December 31, 2023, being 572,340,007 ordinary shares. This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statements on Form S-8 filed with the Commission on March 9, 2018 (File No. 333-223551), as amended on March 28, 2018, the registration statement on Form S-8 filed with the Commission on January 4, 2019 (File No. 333-229137), the registration statement on Form S-8 filed with the Commission on July 26, 2019 (File No. 333-232859), the registration statement on Form S-8 filed with the Commission on January 3, 2020 (File No. 333-235799), the registration statement on Form S-8 filed with the Commission on January 4, 2021 (File No. 333-251873) the registration statement on Form S-8 filed with the Commission on January 3, 2022 (File No. 333-261969) and the registration statement on Form S-8 filed with the Commission on January 3, 2023 (File No. 333-269099), except as otherwise set forth herein.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8. Exhibits.

 

The exhibits listed on the accompanying Exhibit Index are filed as a part of, or incorporated by reference into, this Registration Statement (see Exhibit Index below).

 

 

SEA LIMITED

EXHIBIT INDEX

 

Exhibit Number		Description
4.1		Ninth Amended and Restated Memorandum and Articles of Association of Sea Limited (incorporated by reference to Exhibit 3.1 from the Registrant's Form 6-K (File No. 001-38237) filed with the SEC on February 14, 2022)
4.2		Registrant’s Specimen Certificate for Class A Ordinary Shares (incorporated by reference to Exhibit 4.2 to the Registrant’s registration statement on Form F-1 (File No. 333-220571) filed with the Commission on September 22, 2017)
4.3		Deposit Agreement dated as of October 19, 2017 among the Registrant, The Bank of New York Mellon and owners and holders of the American depositary shares issued thereunder (incorporated by reference to Exhibit 4.3 to the Registrant’s registration statement on Form S-8 (File No. 333-222071) filed with the Commission on December 15, 2017)
5.1*		Opinion of Maples and Calder (Hong Kong) LLP regarding the validity of Class A Ordinary Shares being registered
10.1		Second Amended and Restated Share Incentive Plan (incorporated by reference to Exhibit 4.1 from the Registrant’s Form 20-F (File No. 001-38237) filed with the SEC on April 22, 2022)
23.1*		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
23.2*		Consent of Maples and Calder (Hong Kong) LLP (included in Exhibit 5.1)
24.1*		Power of Attorney (included on signature page hereto)
107*		Calculation of Filing Fee Table

 

*

Filed herewith.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Singapore on January 3, 2024.

 

	Sea Limited
	By:		/s/ Forrest Xiaodong Li
	Name:		Forrest Xiaodong Li
	Title:		Chairman and Group Chief Executive Officer

 

[Signature Page to Form S-8]

 

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Forrest Xiaodong Li as his true and lawful attorney-in-fact with full power of substitution and re-substitution, for and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorney-in-fact may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Forrest Xiaodong Li		Chairman and Group Chief Executive Officer		January 3, 2024
Name: Forrest Xiaodong Li		(principal executive officer)
/s/ Tony Tianyu Hou		Director and Group Chief Financial Officer		January 3, 2024
Name: Tony Tianyu Hou		(principal financial and accounting officer)
/s/ Gang Ye		Director and Group Chief Operating Officer		January 3, 2024
Name: Gang Ye
/s/ David Heng Chen Seng		Director		January 3, 2024
Name: David Heng Chen Seng
/s/ Khoon Hua Kuok		Director		January 3, 2024
Name: Khoon Hua Kuok
/s/ David Y Ma		Director		January 3, 2024
Name: David Y Ma

 

[Signature Page to Form S-8]

 

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

 

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Sea Limited, has signed this Registration Statement or amendment thereto in New York, on January 3, 2024.

 

	Authorized U.S. Representative Cogency Global Inc.
	By:		/s/ Colleen A. De Vries
	Name:		Colleen A. De Vries
	Title:		Assistant Secretary on behalf of Cogency Global Inc.

 

[Signature Page to Form S-8]

 

 

 

Exhibit 5.1

 

[Letterhead of Maples and Calder (Hong Kong) LLP]

 

Our ref                  VSL/697247-000001/28319956v3

 

Sea Limited

1 Fusionopolis Place, #17-10, Galaxis
Singapore 138522

 

3 January 2024

 

Dear Sirs

 

Sea Limited (the “Company”)

 

We have acted as Cayman Islands legal counsel to the Company in connection with a registration statement on Form S-8 to be filed with the Securities and Exchange Commission (the “Commission”) on 3 January 2024 (the “Registration Statement”) relating to the registration under the United States Securities Act of 1933, as amended, (the “Securities Act”) of 17,170,200 Class A Ordinary Shares, par value US$0.0005 per share (the “Shares”), issuable by the Company pursuant to the Second Amended and Restated Share Incentive Plan adopted by the directors of the Company on 17 April 2022 (the “Plan”).

 

For the purposes of giving this opinion, we have examined copies of the Registration Statement and the Plan. We have also reviewed a copy of the ninth amended and restated memorandum and articles of association of the Company adopted by special resolution passed on 14 February 2022 (the “Memorandum and Articles”), and an extract of the minutes (the "Minutes") of the meeting of the board of directors of the Company held on 17 April 2022 (the “Meeting”).

 

Based upon, and subject to, the assumptions and qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:

 

1

The Shares to be issued by the Company and registered under the Registration Statement have been duly and validly authorised.

 

2

When issued and paid for in accordance with the terms of the Plan and in accordance with the Resolutions, and appropriate entries are made in the register of members (shareholders) of the Company, the Shares will be validly issued, fully paid and non-assessable.

 

In this opinion letter, the phrase “non-assessable” means, with respect to the issuance of Shares, that a shareholder shall not, in respect of the relevant Shares, have any obligation to make further contributions to the Company’s assets (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

 

These opinions are subject to the qualification that under the Companies Act (As Revised) of the Cayman Islands, the register of members of a Cayman Islands company is by statute regarded as prima facie evidence of any matters which the Companies Act (As Revised) directs or authorises to be inserted therein. A third party interest in the Shares would not appear. An entry in the register of members may yield to a court order for rectification (for example, in the event of fraud or manifest error).

 

These opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. We express no opinion as to the meaning, validity or effect of any references to foreign (i.e. non-Cayman Islands) statutes, rules, regulations, codes, judicial authority or any other promulgations.

 

 

We have also relied upon the assumptions, which we have not independently verified, that (a) all signatures, initials and seals are genuine, (b) copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals, (c) where a document has been provided to us in draft or undated form, it will be duly executed, dated and unconditionally delivered in the same form as the last version provided to us, (d) the Memorandum and Articles remain in full force and effect and are unamended, (e) the Minutes are a true and correct record of the proceedings of the Meeting, which was duly convened and held, and at which a quorum was present throughout, in each case, in the manner prescribed in the Memorandum and Articles and the resolutions as set out in the Minutes were duly passed in the manner prescribed in the Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect, (f) there is nothing under any law (other than the laws of the Cayman Islands) which would or might affect the opinions set out above, (g) there is nothing contained in the minute book or corporate records of the Company (which we have not inspected) which would or might affect the opinions set out below, and (h) upon the issue of any Shares, the Company will receive consideration which shall be equal to at least the par value of such Shares.

  

This opinion letter is to and for the benefit solely of the addressee and may not be relied upon by any other person for any purpose.

 

We consent to the use of this opinion letter as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement and any amendments thereto. In giving such consent, we do not consider that we are “experts” within the meaning of such term as used in the Securities Act, or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.

 

Yours faithfully

 

/s/ Maples and Calder (Hong Kong) LLP

 

Maples and Calder (Hong Kong) LLP

 

 

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to Sea Limited’s Second Amended and Restated Share Incentive Plan of our report dated April 6, 2023 with respect to the consolidated financial statements of Sea Limited and the effectiveness of internal control over financial reporting of Sea Limited included in its Annual Report on Form 20-F for the year ended December 31, 2022 filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young LLP

 

Singapore

 

January 3, 2024

 

 

Exhibit 107

 

Calculation of Filing Fee Table

 

Form S-8

(Form Type)

 

Sea Limited

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

Security Type	Security Class  Title(1)	Fee Calculation Rule	Amount Registered(2)	Proposed Maximum Offering Price per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Class A ordinary shares, par value $0.0005 per share	Other	17,170,200(3)	US$38.53(3)	US$661,567,806.00	US$147.60 per US$1,000,000	US$97,647.41
Total Offering Amounts					US$661,567,806.00		US$97,647.41
Total Fee Offsets							—
Net Fee Due							US$97,647.41

 

(1)

The securities to be registered hereby may be represented by American depositary shares (“ADSs”) of Sea Limited (the “Registrant”). Each ADS represents one Class A ordinary share, par value of US$0.0005 per share, of the Registrant (“Class A Ordinary Share”). The Registrant’s ADSs issuable upon deposit of the securities registered hereby have been registered under a separate registration statement on Form F-6 (Registration No. 333-220861).

 

(2)

This registration statement on Form S-8 (this “Registration Statement”) registers additional Class A Ordinary Shares issuable pursuant to the Registrant’s Second Amended and Restated Share Incentive Plan, as amended (the “Plan”), which were not previously registered under the registration statement on Form S-8 filed with the Commission on December 15, 2017 (File No. 333-222071), the registration statement on Form S-8 filed with the Commission on March 9, 2018 (File No. 333-223551), the registration statement on Form S-8 filed with the Commission on January 4, 2019 (File No. 333-229137), the registration statement on Form S-8 filed with the Commission on July 26, 2019 (File No. 333-232859), the registration statement on Form S-8 filed with the Commission on January 3, 2020 (File No. 333-235799), the registration statement on Form S-8 filed with the Commission on January 4, 2021 (File No. 333-251873), the registration statement on Form S-8 filed with the Commission on January 3, 2022 (File No. 333-261969), or the registration statement on Form S-8 filed with the Commission on January 3, 2023 (File No. 333-269099) as amended. In accordance with Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional securities which may be offered and issued under the Plan to prevent dilution from stock splits, stock dividends or similar transactions as provided in the Plan.

 

(3)

The amount to be registered represents an automatic increase in the maximum number of Class A Ordinary Shares available for future award grants under the Plan effective January 1, 2024 pursuant to the term of the Plan. The corresponding proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(h) and Rule 457(c) under the Securities Act, is based on the average of the high and low prices for the Registrant’s ADSs as quoted on the New York Stock Exchange on December 22, 2023 and adjusted for the Class A Ordinary Share-to-ADS ratio.

 

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