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
_____________
* | 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, 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]
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]
Exhibit 5.1
[Letterhead of Maples and Calder (Hong Kong) LLP]
Our ref MLY/697247-000001/15951359v1
Sea Limited
1 Fusionopolis Place, #17-10, Galaxis
Singapore 138522
3 January 2020
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 2020 (the “Registration Statement”) relating to the registration under the United States Securities Act of 1933, as amended, (the “Securities Act”) of 20,162,232 Class A Ordinary Shares, par value US$0.0005 per share (the “Shares”), issuable by the Company pursuant to an amendment to the Amended and Restated Share Incentive Plan adopted by the directors of the Company on 4 October 2017 and as amended by the directors of the Company on 21 November 2017, 24 February 2018 and 25 July 2019 (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 eighth amended and restated memorandum and articles of association of the Company adopted by special resolution passed on 14 September 2017 and effective on 24 October 2017 (the “Memorandum and Articles”), and the resolutions of the directors of the Company passed on 4 October 2017 and the resolutions passed at a meeting of the board of directors of the Company held on 21 November 2017, 24 February 2018 and 25 July 2019 (together, the “Resolutions”).
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 Law (2018 Revision) 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 Law (2018 Revision) 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 Resolutions were duly passed in the manner prescribed in the memorandum and articles of association of the Company effective at the relevant time (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 Amended and Restated Share Incentive Plan of our report dated March 1, 2019 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, 2018 filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Singapore
January 3, 2020