As filed with the Securities and Exchange Commission on January 3, 2020
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)
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. ¨
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered(1) | Amount to be Registered(2) | Proposed Maximum Offering Price per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee |
| Class A ordinary shares, par value $0.0005 per share | 20,162,232(3) | US$39.17(3) | US$789,754,627.44 | US$102,510.15 |
| (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 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) or the registration statement on Form S-8 filed with the Commission on July 26, 2019 (File No. 333-232859), 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, 2020 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 30, 2019 and adjusted for the Class A Ordinary Share-to-ADS ratio. |
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 20,162,232 additional Class A ordinary shares (“Class A Ordinary Shares”) of the Registrant for issuance under the Registrant’s Amended and Restated Share Incentive Plan, as amended (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, 2020 by 5% of the total number of ordinary shares of all classes of the Registrant outstanding as of December 31, 2019 less 3,000,000 Class A Ordinary Shares pursuant to the amendment to the Plan, effective July 25, 2019. 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) and the registration statement on Form S-8 filed with the Commission on July 26, 2019 (File No. 333-232859), 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
_____________
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, 2020.
| | 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, 2020 |
| Name: Forrest Xiaodong Li | | (principal executive officer) | | |
| | | | | |
| /s/ Gang Ye | | Director and Group Chief Operating Officer | | January 3, 2020 |
| Name: Gang Ye | | | | |
| | | | | |
| /s/ Yuxin Ren | | Director | | January 3, 2020 |
| Name: Yuxin Ren | | | | |
| | | | | |
/s/ Tony Tianyu Hou | | Director and Group Chief Financial Officer | | January 3, 2020 |
| Name: Tony Tianyu Hou | | (principal financial and accounting officer) | | |
| | | | | |
| /s/ David Heng Chen Seng | | Independent Director | | January 3, 2020 |
| Name: David Heng Chen Seng | | | | |
| | | | | |
| /s/ Khoon Hua Kuok | | Independent Director | | January 3, 2020 |
| Name: Khoon Hua Kuok | | | | |
[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, 2020.
| | Authorized U.S. Representative |
| | Cogency Global Inc. |
| | | |
| | By: | /s/ Colleen A. De Vries |
| | Name: | Colleen A. De Vries |
| | Title: | Senior Vice President on behalf of Cogency Global Inc. |
[Signature Page to Form S-8]
