Sea Limited
1 Fusionopolis Place,#17-10, Galaxis
Singapore 138522
October 17, 2017
VIA EDGAR CORRESPONDENCE AND FACSIMILE
Mr. Larry Spirgel, Assistant Director
Ms. Celeste M. Murphy, Legal Branch Chief
Mr. Courtney Lindsay, Staff Attorney
Mr. Terry French, Accountant Branch Chief,
Mr. Charles Eastman, Staff Accountant
AD Office 11 – Telecommunications
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Sea Limited (CIK: 0001703399) |
Registration Statement on FormF-1 (FileNo. 333-220571)
Registration Statement on Form8-A (FileNo. 001-38237)
Ladies and Gentlemen:
In accordance with Rule 461 of Regulation C (“Rule 461”) of the General Rules and Regulations under the Securities Act of 1933, as amended, Sea Limited (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on FormF-1 (the“F-1 Registration Statement”) be accelerated to and that theF-1 Registration Statement become effective at 4:30 p.m., Eastern Standard Time, on October 19, 2017, or as soon thereafter as practicable.
The Company also requests that the Registration Statement on Form8-A under the Securities Exchange Act of 1934, as amended, covering the American depositary shares representing Class A ordinary shares of the Company, be declared effective concurrently with theF-1 Registration Statement (theF-1 Registration Statement, together with the Registration Statement on Form8-A, the “Registration Statements”).
If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461. The request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Kirkland & Ellis International LLP.
The Company understands that Goldman Sachs (Asia) L.L.C., Morgan Stanley & Co. International plc and Credit Suisse Securities (USA) L.L.C., the representatives of the underwriters of the offering, have joined in this request in a separate letter filed with the Securities and Exchange Commission today.
[Signature page follows]
| Very truly yours, | ||
| SEA LIMITED | ||
| By: | /s/ Forrest Xiaodong Li | |
| Name: | Forrest Xiaodong Li | |
| Title: | Chairman and Group Chief Executive Officer | |
