As filed with the Securities and Exchange Commission on March 9, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORMS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Sea Limited
(Exact Name of Registrant as Specified in Its Charter)
| Cayman Islands | Not Applicable | |
(State or Other Jurisdiction of Incorporation or Organization) | (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.
10 East 40th Street, 10th Floor
New York, N.Y. 10016
(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, anon-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 Rule12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | 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
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| Title of Securities to be Registered(1) | Amount to be Registered(2) | Proposed Maximum per Share | Proposed Maximum Offering Price | Amount of Registration Fee | ||||
Class A ordinary shares, par value $0.0005 per share | 21,500,000(3) | US$15.00(3) | US$322,500,000.00 | US$40,151.25 | ||||
Class A ordinary shares, par value $0.0005 per share | 8,500,000(4) | US$10.80(4) | US$91,800,000.00 | US$11,429.10 | ||||
Total | 30,000,000 | — | US$414,300,000.00 | US$51,580.35 | ||||
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| (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 FormF-6 (RegistrationNo. 333-220861). |
| (2) | This registration statement on FormS-8 (this “Registration Statement”) registers additional Class A Ordinary Shares issuable pursuant to the Registrant’s Amended and Restated Share Incentive Plan (the “Plan”), which were not previously registered under the registration statement on FormS-8 filed with the Commission on December 15, 2017 (FileNo. 333-222071). 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 Class A Ordinary Shares issuable upon exercise of outstanding options granted under the Plan. Pursuant to Rule 457(h), the corresponding proposed maximum offering price per share represents the exercise price of these options. |
| (4) | The amount to be registered represents Class A Ordinary Shares reserved for future award grants under 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 March 5, 2018 and adjusted for the Class A OrdinaryShare-to-ADS ratio. |
EXPLANATORY NOTE
Pursuant to General Instruction E of FormS-8, Sea Limited (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register 30,000,000 additional Class A ordinary shares (“Class A Ordinary Shares”) of the Registrant for issuance under the Registrant’s Amended and Restated Share Incentive Plan (the “Plan”), which was amended since the last registration statement on FormS-8 to increase the number of Class A Ordinary Shares available for grant under the Plan. This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statements on FormS-8 filed with the Commission on December 15, 2017 (FileNo. 333-222071), 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).
EXHIBIT INDEX
| * | 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 FormS-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 March 9, 2018.
| Sea Limited | ||
| By: | /s/ Forrest Xiaodong Li | |
| Name: | Forrest Xiaodong Li | |
| Title: | Chairman and Group Chief Executive Officer | |
[Signature Page to Form S-8]
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Forrest Xiaodong Li as his true and lawfulattorney-in-fact with full power of substitution andre-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 suchattorney-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 suchattorney-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 (principal executive officer) | March 9, 2018 | ||
| Name: Forrest Xiaodong Li | ||||
/s/ Gang Ye | Director and Group Chief Operating Officer | March 9, 2018 | ||
| Name: Gang Ye | ||||
/s/ Yuxin Ren | Director | March 9, 2018 | ||
| Name: Yuxin Ren | ||||
/s/ Tony Tianyu Hou | Director and Group Chief Financial Officer (principal financial and accounting officer) | March 9, 2018 | ||
| Name: Tony Tianyu Hou | ||||
/s/ David Heng Chen Seng | Independent Director | March 9, 2018 | ||
| Name: David Heng Chen Seng | ||||
/s/ Khoon Hua Kuok | Independent Director | March 9, 2018 | ||
| Name: Khoon Hua Kuok | ||||
/s/ Tao Zhang | Independent Director | March 9, 2018 | ||
| Name: Tao Zhang | ||||
[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 March 9, 2018.
| Authorized U.S. Representative | ||
| Cogency Global Inc. | ||
| By: | /s/ Shek Yuen Ting | |
| Name: | Shek Yuen Ting | |
| Title: | Assistant Secretary | |
[Signature Page to Form S-8]
