Основная статистика
| LEI | 529900OM6JLLW44YKI15 |
| CIK | 1703399 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Sea Limited - Depositary Receipt (Common Stock)
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| September 2, 2025 |
EXHIBIT 99.2 Exhibit 99.2 Sea Limited (the “Company”) Notice of Annual General Meeting to be held on September 24, 2025 (or any adjourned or postponed meeting thereof) NOTICE IS HEREBY GIVEN that an annual general meeting (the “AGM”) of the Company will be held at 1 Fusionopolis Place, #17-10, Galaxis, Singapore 138522, at 3:00 p.m., Singapore Time, on September 24, 2025. No proposal will be submi |
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| September 2, 2025 |
Sea Limited to Hold Annual General Meeting on September 24, 2025 EXHIBIT 99.1 Exhibit 99.1 Sea Limited to Hold Annual General Meeting on September 24, 2025 Singapore, September 2, 2025 – Sea Limited (NYSE: SE) (“Sea” or the “Company”) today announced that it will hold its annual general meeting of shareholders (“AGM”) at 1 Fusionopolis Place, #17-10, Galaxis, Singapore 138522, at 3:00 p.m. Singapore Time on September 24, 2025. No proposal will be submitted to s |
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| September 2, 2025 |
FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2025 Commission File Number: 001-38237 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 (Address of principal executive office) Indicate by check mark wheth |
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| August 12, 2025 |
FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2025 Commission File Number: 001-38237 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 (Address of principal executive office) Indicate by check mark whether |
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| August 12, 2025 |
Sea Limited Reports Second Quarter 2025 Results EXHIBIT 99.1 Exhibit 99.1 Sea Limited Reports Second Quarter 2025 Results Singapore, August 12, 2025 – Sea Limited (NYSE: SE) (“Sea” or the “Company”) today announced its financial results for the second quarter ended June 30, 2025. “The momentum from our strong start to 2025 has continued into the second quarter. All three of our businesses have delivered robust, healthy growth, giving us greater |
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| May 13, 2025 |
Sea Limited Reports First Quarter 2025 Results Exhibit 99.1 Sea Limited Reports First Quarter 2025 Results Singapore, May 13, 2025 – Sea Limited (NYSE: SE) (“Sea” or the “Company”) today announced its financial results for the first quarter ended March 31, 2025. “We have delivered another great quarter of strong growth with improving profitability across all three businesses. Our strong start to the year gives us more confidence of achieving o |
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| May 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2025 Commission File Number: 001-38237 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 (Address of principal executive office) Indicate by check mark whether the registra |
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| April 17, 2025 |
Exhibit 15.4 [Letterhead of Kudun and Partners Company Limited] TO: Sea Limited 1 Fusionopolis Place #17-10, Galaxis Singapore 138522 DATE: April 17, 2025 FROM: Kudun and Partners Company Limited 34/3 Vivre Langsuan, 4th, 5th, and 6th Floor, Soi Langsuan, Lumpini, Pathumwan, Bangkok, 10330, Thailand Re: Annual Report on Form 20-F of Sea Limited Dear Sir/Mada |
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| April 17, 2025 |
DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT Exhibit 2.4 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT As of December 31, 2024, Sea Limited (“we” or “us”) had the following series of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended: Title of each class Trading Symbol(s) Name of each exchange on which registered American depositary shares, each representing one Class A |
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| April 17, 2025 |
[Letterhead of Maples and Calder (Hong Kong) LLP] Exhibit 15.2 [Letterhead of Maples and Calder (Hong Kong) LLP] Our ref KKZ/697247-000001/32132327v1 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 April 17, 2025 Dear Sirs Sea Limited We have acted as Cayman Islands legal advisers to Sea Limited (the “Company”) in connection with the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2024 (“Form 20- |
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| April 17, 2025 |
Exhibit 11.2 SEA LIMITED SECOND AMENDED AND RESTATED STATEMENT OF POLICIES GOVERNING MATERIAL NON-PUBLIC INFORMATION AND THE PREVENTION OF INSIDER TRADING This Statement of Policies Governing Material Non-Public Information and the Prevention of Insider Trading (this “Statement”) of Sea Limited (the “Company”) consists of three sections: Section I provides an overview; Section II sets forth the Co |
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| April 17, 2025 |
EX-13.1 Exhibit 13.1 Certification by the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Sea Limited (the “Company”) on Form 20-F for the year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Forrest Xiaodong Li, Chief Executive Officer of the Company, certif |
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| April 17, 2025 |
Exhibit 15.5 [Letterhead of Rajah & Tann Singapore LLP] SEA LIMITED Private and Confidential 1 Fusionopolis Place #17-10, Galaxis Singapore 138522 SENDER’S REF RECIPIENT’S REF DATE PAGE TQY/337339/00047 — 17 April 2025 1/1 Dear Sirs, Re: Annual Report on Form 20-F of Sea Limited We hereby consent to the filing of this letter as an exhibit to the annual report on Form 20-F for the year ended Decem |
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| April 17, 2025 |
EX-12.1 Exhibit 12.1 Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Forrest Xiaodong Li, certify that: 1. I have reviewed this annual report on Form 20-F of Sea Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the state |
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| April 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FOR M 20-F Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FOR M 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) |
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| April 17, 2025 |
EX-13.2 Exhibit 13.2 Certification by the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Sea Limited (the “Company”) on Form 20-F for the year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Tony Tianyu Hou, Chief Financial Officer of the Company, certify, p |
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| April 17, 2025 |
Consent of Independent Registered Public Accounting Firm Exhibit 15.1 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statements on Form F-3 (No. 333-230021 and No. 333-259389) and Form S-8 (No. 333-222071, No. 333-223551, No. 333-229137, No. 333-232859, No. 333-235799, No. 333-251873, No. 333-261969, No. 333-269099 and No. 333-276358) pertaining to the Second Amended and Restated |
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| April 17, 2025 |
EX-12.2 Exhibit 12.2 Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Tony Tianyu Hou, certify that: 1. I have reviewed this annual report on Form 20-F of Sea Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement |
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| April 17, 2025 |
[Letterhead of LCS & Partners] Exhibit 15.3 [Letterhead of LCS & Partners] April 17, 2025 To: Sea Limited 1 Fusionopolis Place #17-10, Galaxis Singapore 138522 Re: Annual Report on Form 20-F of Sea Limited Dear Sirs or Madams: We hereby consent to the filing of this letter as an exhibit to the annual report on Form 20-F for the year ended December 31, 2024 of Sea Limited with the U.S. Securities and Exchange Commission |
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| March 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2025 Commission File Number: 001-38237 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 (Address of principal executive office) Indicate by check mark whether the regist |
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| March 4, 2025 |
Sea Limited Reports Fourth Quarter and Full Year 2024 Results Exhibit 99.1 Sea Limited Reports Fourth Quarter and Full Year 2024 Results Singapore, March 4, 2025 – Sea Limited (NYSE: SE) (“Sea” or the “Company”) today announced its financial results for the fourth quarter and full year ended December 31, 2024. “We delivered a great 2024 with all three businesses going back to strong, double-digit growth, exceeding our original guidance. It was also our secon |
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| November 12, 2024 |
Sea Limited Reports Third Quarter 2024 Results Exhibit 99.1 Sea Limited Reports Third Quarter 2024 Results Singapore, November 12, 2024 – Sea Limited (NYSE: SE) (“Sea” or the “Company”) today announced its financial results for the third quarter ended September 30, 2024. “I’m happy to report that it has been another solid quarter. We are seeing high growth across all our three businesses,” said Forrest Li, Sea’s Chairman and Chief Executive Of |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2024 Commission File Number: 001-38237 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 (Address of principal executive office) Indicate by check mark whether the reg |
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| September 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2024 Commission File Number: 001-38237 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 (Address of principal executive office) Indicate by check mark whether the re |
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| September 3, 2024 |
Exhibit 99.2 Sea Limited (the “Company”) Notice of Annual General Meeting to be held on September 24, 2024 (or any adjourned or postponed meeting thereof) NOTICE IS HEREBY GIVEN that an annual general meeting (the “AGM”) of the Company will be held at 1 Fusionopolis Place, #17-10, Galaxis, Singapore 138522, at 3:00 p.m., Singapore Time, on September 24, 2024. No proposal will be submitted to share |
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| September 3, 2024 |
Sea Limited to Hold Annual General Meeting on September 24, 2024 Exhibit 99.1 Sea Limited to Hold Annual General Meeting on September 24, 2024 Singapore, September 2, 2024 – Sea Limited (NYSE: SE) (“Sea” or the “Company”) today announced that it will hold its annual general meeting of shareholders (“AGM”) at 1 Fusionopolis Place, #17-10, Galaxis, Singapore 138522, at 3:00 p.m. Singapore Time on September 24, 2024. No proposal will be submitted to shareholders f |
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| August 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2024 Commission File Number: 001-38237 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 (Address of principal executive office) Indicate by check mark whether the regis |
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| August 13, 2024 |
Sea Limited Reports Second Quarter 2024 Results Exhibit 99.1 Sea Limited Reports Second Quarter 2024 Results Singapore, August 13, 2024 – Sea Limited (NYSE: SE) (“Sea” or the “Company”) today announced its financial results for the second quarter ended June 30, 2024. “I’m happy to report that it has been a solid quarter for us, with our strong momentum from Q1 continuing into Q2. All three of our businesses have shown both strong growth and hig |
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| May 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2024 Commission File Number: 001-38237 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 (Address of principal executive office) Indicate by check mark whether the registra |
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| May 14, 2024 |
Sea Limited Reports First Quarter 2024 Results EXHIBIT 99.1 Exhibit 99.1 Sea Limited Reports First Quarter 2024 Results Singapore, May 14, 2024 – Sea Limited (NYSE: SE) (“Sea” or the “Company”) today announced its financial results for the first quarter ended March 31, 2024. “I am pleased to share that we are kicking off 2024 with a strong quarter. All our three businesses have delivered strong growth with an improved profit profile,” said For |
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| April 26, 2024 |
Consent of Independent Registered Public Accounting Firm Exhibit 15.1 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statements on Form F-3 (No. 333-230021 and No. 333-259389) and Form S-8 (No. 333-222071, No. 333-223551, No. 333-229137, No. 333-232859, No. 333-235799, No. 333-251873, No. 333-261969, No. 333-269099 and No. 333-276358) pertaining to the Second Amended and Restated |
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| April 26, 2024 |
Exhibit 13.2 Certification by the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Sea Limited (the “Company”) on Form 20-F for the year ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Tony Tianyu Hou, Chief Financial Officer of the Company, certify, pursuant |
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| April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES |
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| April 26, 2024 |
[Letterhead of Rajah & Tann Singapore LLP] Exhibit 15.5 [Letterhead of Rajah & Tann Singapore LLP] SEA LIMITED Private and Confidential 1 Fusionopolis Place #17-10, Galaxis Singapore 138522 SENDER’S REF RECIPIENT’S REF DATE PAGE TQY/337339/00041 - 26 April 2024 1/1 Dear Sirs, Re: Annual Report on Form 20-F of Sea Limited We hereby consent to the filing of this letter as an exhibit to the annual report on Form 20-F for the year ended Decemb |
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| April 26, 2024 |
Exhibit 13.1 Certification by the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Sea Limited (the “Company”) on Form 20-F for the year ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Forrest Xiaodong Li, Chief Executive Officer of the Company, certify, pursu |
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| April 26, 2024 |
[Letterhead of Maples and Calder (Hong Kong) LLP] Exhibit 15.2 [Letterhead of Maples and Calder (Hong Kong) LLP] Our ref VSL/697247-000001/28893482v1 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 April 26, 2024 Dear Sirs Sea Limited We have acted as Cayman Islands legal advisers to Sea Limited (the “Company”) in connection with the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2023 (“Form 20-F”), |
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| April 26, 2024 |
DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT Exhibit 2.4 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT As of December 31, 2023, Sea Limited (“we” or “us”) had the following series of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended: Title of each class Trading Symbol(s) Name of each exchange on which registered American depositary shares, each representing one Class A |
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| April 26, 2024 |
[Letterhead of Kudun and Partners Company Limited] Exhibit 15.4 [Letterhead of Kudun and Partners Company Limited] TO: Sea Limited 1 Fusionopolis Place #17-10, Galaxis Singapore 138522 DATE: April 26, 2024 FROM: Kudun and Partners Company Limited 34/3 Vivre Langsuan, 4th, 5th, and 6th Floor, Soi Langsuan, Lumpini, Pathumwan, Bangkok, 10330, Thailand Re: Annual Report on Form 20-F of Sea Limited Dear Sir/Madam, We hereby consent to the filing of th |
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| April 26, 2024 |
[Letterhead of LCS & Partners] Exhibit 15.3 [Letterhead of LCS & Partners] April 26, 2024 To: Sea Limited 1 Fusionopolis Place #17-10, Galaxis Singapore 138522 Re: Annual Report on Form 20-F of Sea Limited Dear Sirs or Madams: We hereby consent to the filing of this letter as an exhibit to the annual report on Form 20-F for the year ended December 31, 2023 of Sea Limited with the U.S. Securities and Exchange Commission and to t |
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| April 26, 2024 |
Exhibit 97.1 SEA LIMITED CLAWBACK POLICY The Board of Directors (the “Board”) of Sea Limited (the “Company”) believes that it is appropriate for the Company to adopt this Clawback Policy (the “Policy”) to be applied to the Executive Officers of the Company and adopts this Policy to be effective as of the Effective Date. 1. Definitions For purposes of this Policy, the following definitions shall ap |
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| April 26, 2024 |
Exhibit 12.2 Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Tony Tianyu Hou, certify that: 1. I have reviewed this annual report on Form 20-F of Sea Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, |
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| April 26, 2024 |
Exhibit 12.1 Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Forrest Xiaodong Li, certify that: 1. I have reviewed this annual report on Form 20-F of Sea Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements ma |
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| March 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2024 Commission File Number: 001-38237 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 (Address of principal executive office) Indicate by check mark whether the regist |
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| March 4, 2024 |
Sea Limited Reports Fourth Quarter and Full Year 2023 Results Exhibit 99.1 Sea Limited Reports Fourth Quarter and Full Year 2023 Results Singapore, March 4, 2024 – Sea Limited (NYSE: SE) (“Sea” or the “Company”) today announced its financial results for the fourth quarter and full year ended December 31, 2023. “I am happy to share that we have achieved our first full year of annual profit since our IPO,” said Forrest Li, Sea’s Chairman and Chief Executive Of |
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| February 9, 2024 |
SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Sea Ltd. (Name of Issuer) Class A ordinary shares (Title of Class of Securities) 81141R100 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to |
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| February 8, 2024 |
February 8, 2024 BY EDGAR Division of Corporation Finance Office of Trade & Services U. |
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| February 6, 2024 |
SE / Sea Limited - Depositary Receipt (Common Stock) / Ye Gang - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* Sea Limited (Name of Issuer) Class A Ordinary Shares, par value US$0.0005 per share (Title of Class of Securities) 81141R 100** (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat |
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| January 12, 2024 |
January 12, 2024 BY EDGAR Division of Corporation Finance Office of Trade & Services U. |
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| 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. |
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| January 3, 2024 |
As filed with the Securities and Exchange Commission on January 3, 2024 As filed with the Securities and Exchange Commission on January 3, 2024 Registration No. |
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| December 8, 2023 |
December 8, 2023 BY EDGAR Division of Corporate Finance Office of Trade & Services U. |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 Commission File Number: 001-38237 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 (Address of principal executive office) Indicate by check mark whether the reg |
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| November 14, 2023 |
Sea Limited Reports Third Quarter 2023 Results Exhibit 99.1 Sea Limited Reports Third Quarter 2023 Results Singapore, November 14, 2023 – Sea Limited (NYSE: SE) (“Sea” or the “Company”) today announced its financial results for the third quarter ended September 30, 2023. “Our strategy for e-commerce is driven by the principle that maximizing the long-term profitability of the business will generate the greatest returns to our shareholders in t |
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| September 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2023 Commission File Number: 001-38237 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 (Address of principal executive office) Indicate by check mark whether the re |
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| September 19, 2023 |
Sea Limited Announces Change of Venue for Annual General Meeting on September 22, 2023 Exhibit 99.1 Sea Limited Announces Change of Venue for Annual General Meeting on September 22, 2023 Singapore, September 19, 2023 – Sea Limited (NYSE: SE) (“Sea” or the “Company”) today announced that its annual general meeting of shareholders (“AGM”) on September 22, 2023 will now be held at the Company’s office at 1 Fusionopolis Place, #17-10, Galaxis, Singapore 138522. Other than the change of |
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| August 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number: 001-38237 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 (Address of principal executive office) Indicate by check mark whether the regis |
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| August 31, 2023 |
Sea Limited to Hold Annual General Meeting on September 22, 2023 Exhibit 99.1 Sea Limited to Hold Annual General Meeting on September 22, 2023 Singapore, August 31, 2023 – Sea Limited (NYSE: SE) (“Sea” or the “Company”) today announced that it will hold its annual general meeting of shareholders (“AGM”) at Kent Ridge Guild House, 9 Kent Ridge Drive, Singapore 119241, at 10.30 a.m. Singapore Time on September 22, 2023. No proposal will be submitted to shareholde |
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| August 31, 2023 |
Exhibit 99.2 Sea Limited (the “Company”) Notice of Annual General Meeting to be held on September 22, 2023 (or any adjourned or postponed meeting thereof) NOTICE IS HEREBY GIVEN that an annual general meeting (the “AGM”) of the Company will be held at Kent Ridge Guild House, 9 Kent Ridge Drive, Singapore 119241, at 10.30 a.m., Singapore Time, on September 22, 2023. No proposal will be submitted to |
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| August 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number: 001-38237 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 (Address of principal executive office) Indicate by check mark whether the regis |
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| August 15, 2023 |
Sea Limited Reports Second Quarter 2023 Results Exhibit 99.1 Sea Limited Reports Second Quarter 2023 Results Singapore, August 15, 2023 – Sea Limited (NYSE: SE) (“Sea” or the “Company”) today announced its financial results for the second quarter ended June 30, 2023. “In the second quarter of 2023, we delivered strong results, building upon many of the key initiatives we shared previously,” said Forrest Li, Sea’s Chairman and Group Chief Execut |
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| June 6, 2023 |
SE / Sea Ltd - ADR / Li Xiaodong - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* Sea Limited (Name of Issuer) Class A Ordinary Shares, par value US$0.0005 per share (Title of Class of Securities) 81141R 100** (CUSIP Number) Forrest Xiaodong Li Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 +65 6270-8100 Copy to: Y |
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| May 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2023 Commission File Number: 001-38237 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 (Address of principal executive office) Indicate by check mark whether the registra |
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| May 16, 2023 |
Sea Limited Reports First Quarter 2023 Results Exhibit 99.1 Sea Limited Reports First Quarter 2023 Results Singapore, May 16, 2023 – Sea Limited (NYSE: SE) (“Sea” or the “Company”) today announced its financial results for the first quarter ended March 31, 2023. “The first quarter of 2023 was another strong quarter for us,” said Forrest Li, Sea’s Chairman and Group Chief Executive Officer. “The results for the quarter are a testament to our te |
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| April 6, 2023 |
Consent of Maples and Calder (Hong Kong) LLP Exhibit 15.2 [Letterhead of Maples and Calder (Hong Kong) LLP] Our ref VSL/697247-000001/23244631v1 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 April 6, 2023 Dear Sirs Sea Limited We have acted as Cayman Islands legal advisers to Sea Limited (the "Company") in connection with the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2022 ("Form 20-F"), |
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| April 6, 2023 |
Exhibit 13.2 Certification by the Group Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Sea Limited (the “Company”) on Form 20-F for the year ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Tony Tianyu Hou, Group Chief Financial Officer of the Company, certif |
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| April 6, 2023 |
Exhibit 12.2 Certification by the Group Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Tony Tianyu Hou, certify that: 1. I have reviewed this annual report on Form 20-F of Sea Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements |
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| April 6, 2023 |
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm Exhibit 15.1 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statements on Form F-3 (No. 333-230021 and No. 333-259389) and Form S-8 (No. 333-222071, No. 333-223551, No. 333-229137, No. 333-232859, No. 333-235799, No. 333-251873, No. 333-261969 and No. 333-269099) pertaining to the Second Amended and Restated Share Incentive |
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| April 6, 2023 |
Exhibit 15.3 [Letterhead of LCS & Partners] April 6, 2023 To: Sea Limited 1 Fusionopolis Place #17-10, Galaxis Singapore 138522 Re: Annual Report on Form 20-F of Sea Limited Dear Sirs or Madams: We hereby consent to the filing of this letter as an exhibit to the annual report on Form 20-F for the year ended December 31, 2022 of Sea Limited with the U.S. Securities and Exchange Commission and to th |
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| April 6, 2023 |
Exhibit 3.1 EXECUTION COPY IRREVOCABLE PROXY Sea Limited THIS IRREVOCABLE PROXY (this “Proxy”), dated as of September 5, 2022, is entered into by and between Tencent Holdings Limited, a Cayman Islands exempted company, Tencent Limited, a British Virgin Islands business company, Tencent Growthfund Limited, a Cayman Islands exempted company and Huang River Investment Limited, a British Virgin Island |
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| April 6, 2023 |
Description of Securities registered under Section 12 of the Exchange Act Exhibit 2.4 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT As of December 31, 2022, Sea Limited (“we” or “us”) had the following series of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended: Title of each class Trading Symbol(s) Name of each exchange on which registered American depositary shares, each representing one Class A |
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| April 6, 2023 |
Consent of Kudun and Partners Company Limited Exhibit 15.4 [Letterhead of Kudun and Partners Company Limited] TO: Sea Limited 1 Fusionopolis Place #17-10, Galaxis Singapore 138522 DATE: April 6, 2023 FROM: Kudun and Partners Company Limited 23rd Floor, Unit C and F Gaysorn Tower, 127 Ratchadamri Road Lumpini, Pathumwan, Bangkok, 10330, Thailand Re: Annual Report on Form 20-F of Sea Limited Dear Sir/Madam, We hereby consent to the filing of th |
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| April 6, 2023 |
Consent of Rajah & Tann Singapore LLP Exhibit 15.5 [Letterhead of Rajah & Tann Singapore LLP] SEA LIMITED Private and Confidential 1 Fusionopolis Place #17-10, Galaxis Singapore 138522 SENDER’S REF RECIPIENT’S REF DATE PAGE TQY/337339/00041 - 6 April 2023 1/1 Dear Sirs, Re: Annual Report on Form 20-F of Sea Limited We hereby consent to the filing of this letter as an exhibit to the annual report on Form 20-F for the year ended Decembe |
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| April 6, 2023 |
Exhibit 13.1 Certification by the Group Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Sea Limited (the “Company”) on Form 20-F for the year ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Forrest Xiaodong Li, Group Chief Executive Officer of the Company, ce |
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| April 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES |
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| April 6, 2023 |
Exhibit 12.1 Certification by the Group Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Forrest Xiaodong Li, certify that: 1. I have reviewed this annual report on Form 20-F of Sea Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the stateme |
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| March 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2023 Commission File Number: 001-38237 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 (Address of principal executive office) Indicate by check mark whether the regist |
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| March 7, 2023 |
Sea Limited Reports Fourth Quarter and Full Year 2022 Results Exhibit 99.1 Sea Limited Reports Fourth Quarter and Full Year 2022 Results Singapore, March 7, 2023 – Sea Limited (NYSE: SE) (“Sea” or the “Company”) today announced its financial results for the fourth quarter and full year ended December 31, 2022. “We are starting 2023 on a much stronger footing,” said Forrest Li, Sea’s Chairman and Group Chief Executive Officer. “Our decisive pivot to focus on |
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| February 13, 2023 |
SE / Sea Ltd / Capital Research Global Investors - SEC SCHEDULE 13G Passive Investment SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Sea Ltd. (Name of Issuer) Class A ordinary shares (Title of Class of Securities) 81141R100 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des |
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| February 10, 2023 |
SE / Sea Ltd / Ye Gang - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Sea Limited (Name of Issuer) Class A Ordinary Shares, par value US$0.0005 per share (Title of Class of Securities) 81141R 100** (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat |
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| January 3, 2023 |
As filed with the Securities and Exchange Commission on January 3, 2023 As filed with the Securities and Exchange Commission on January 3, 2023 Registration No. |
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| January 3, 2023 |
Calculation of Filing Fee Table 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. |
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| November 15, 2022 |
Sea Limited Reports Third Quarter 2022 Results Exhibit 99.1 Sea Limited Reports Third Quarter 2022 Results Singapore, November 15, 2022 – Sea Limited (NYSE: SE) (“Sea” or the “Company”) today announced its financial results for the third quarter ended September 30, 2022. “Given the significant uncertainties in the macro environment, we have entirely shifted our mindset and focus from growth to achieving self-sufficiency and profitability as so |
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| November 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2022 Commission File Number: 001-38237 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 (Address of principal executive office) Indicate by check mark whether the reg |
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| September 8, 2022 |
Exhibit 99.3 EXECUTION COPY IRREVOCABLE PROXY Sea Limited THIS IRREVOCABLE PROXY (this ?Proxy?), dated as of September 5, 2022, is entered into by and between Tencent Holdings Limited, a Cayman Islands exempted company, Tencent Limited, a British Virgin Islands business company, Tencent Growthfund Limited, a Cayman Islands exempted company and Huang River Investment Limited, a British Virgin Islan |
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| September 8, 2022 |
SE / Sea Ltd / Tencent Holdings Ltd - SCHEDULE 13D AMENDMENT NO.7 Activist Investment SCHEDULE 13D AMENDMENT NO.7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7) Sea Limited (Name of Issuer) Class A Ordinary Shares, par value US$0.0005 per share (Title of Class of Securities) 81141R100** (CUSIP Number) Tencent Holdings Limited 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai |
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| September 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2022 Commission File Number: 001-38237 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 (Address of principal executive office) Indicate by check mark whether the re |
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| September 6, 2022 |
Sea Limited Announces Change to Board of Directors and Voting Proxy Arrangement Exhibit 99.1 Sea Limited Announces Change to Board of Directors and Voting Proxy Arrangement Singapore, September 5, 2022 ? Sea Limited (NYSE: SE) (?Sea? or the ?Company?) today announced that Yuxin Ren has notified the Company that he is resigning from Sea?s Board of Directors (the ?Board?), effective September 5, 2022. Sea?s Board expresses its gratitude to Mr. Ren for his contributions to the B |
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| August 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2022 Commission File Number: 001-38237 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 (Address of principal executive office) Indicate by check mark whether the regis |
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| August 16, 2022 |
Sea Limited Reports Second Quarter 2022 Results Exhibit 99.1 Sea Limited Reports Second Quarter 2022 Results Singapore, August 16, 2022 ? Sea Limited (NYSE: SE) (?Sea? or the ?Company?) today announced its financial results for the second quarter ended June 30, 2022. ?Our solid results for the quarter reflect our continued progress in enhancing efficiency and strengthening our ecosystem,? said Forrest Li, Sea?s Chairman and Group Chief Executiv |
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| June 6, 2022 |
SE / Sea Ltd / Li Xiaodong - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* Sea Limited (Name of Issuer) Class A Ordinary Shares, par value US$0.0005 per share (Title of Class of Securities) 81141R 100** (CUSIP Number) Forrest Xiaodong Li Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 +65 6270-8100 Copy to: Y |
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| May 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2022 Commission File Number: 001-38237 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 (Address of principal executive office) Indicate by check mark whether the registra |
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| May 17, 2022 |
Sea Limited Reports First Quarter 2022 Results Exhibit 99.1 Sea Limited Reports First Quarter 2022 Results Singapore, May 17, 2022 ? Sea Limited (NYSE: SE) (?Sea? or the ?Company?) today announced its financial results for the first quarter ended March 31, 2022. ?We recorded solid results across our business in the first quarter of 2022, despite challenging comparisons to the same period last year during heightened COVID-related restrictions. |
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| April 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021. OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES |
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| April 22, 2022 |
Exhibit 4.11 EXECUTION COPY SEA LIMITED AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of September 14, 2021 to Indenture Dated as of September 14, 2021 0.25% Convertible Senior Notes due 2026 TABLE OF CONTENTS Page ARTICLE 1 Definitions Section 1.01. Definitions 2 Section 1.02. References to Interest 13 Section 1.03. References to Principal 14 ARTICLE |
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| April 22, 2022 |
Exhibit 4.10 INDENTURE Dated as of September 14, 2021 between SEA LIMITED as Company and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee DEBT SECURITIES CROSS-REFERENCE TABLE Trust Indenture Act Section Indenture Section Sec. 310(a) 11.04(a) (b) 11.04(b), 11.05 Sec. 311 11.01(f) Sec. 312(a) 10.03 (b) 11.09 (c) 11.09 Sec. 313(a) 10.01(a) (b) 10.01(a) (c) 10.01(b) (d) 10.01(b) Sec. 314(a)(1) 10.02 |
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| April 22, 2022 |
Consent of Kudun and Partners Company Limited Exhibit 15.4 [Letterhead of Kudun and Partners Company Limited] TO: Sea Limited DATE: April 22, 2022 1 Fusionopolis Place #17-10, Galaxis Singapore 138522 FROM: Kudun and Partners Company Limited 23rd Floor, Unit C and F Gaysorn Tower, 127 Ratchadamri Road Lumpini, Pathumwan, Bangkok, 10330, Thailand Re: Annual Report on Form 20-F of Sea Limited Dear Sir/Madam, We hereby consent to the filing of t |
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| April 22, 2022 |
Consent of Maples and Calder (Hong Kong) LLP Exhibit 15.2 [Letterhead of Maples and Calder (Hong Kong) LLP] Our ref VSL/697247-000001/23244631v1 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 April 22, 2022 Dear Sirs Sea Limited We have acted as Cayman Islands legal advisers to Sea Limited (the "Company") in connection with the Company?s annual report on Form 20-F for the fiscal year ended December 31, 2021 ("Form 20-F"), |
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| April 22, 2022 |
Consent of Rajah & Tann Singapore LLP Exhibit 15.5 [Letterhead of Rajah & Tann Singapore LLP] SEA LIMITED Private and Confidential 1 Fusionopolis Place #17-10, Galaxis Singapore 138522 SENDER?S REF RECIPIENT?S REF DATE PAGE TQY/337339/00033 - 22 April 2022 1/1 Dear Sirs, Re: Annual Report on Form 20-F of Sea Limited We hereby consent to the filing of this letter as an exhibit to the annual report on Form 20-F for the year ended Decemb |
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| April 22, 2022 |
Exhibit 12.1 Certification by the Group Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Forrest Xiaodong Li, certify that: 1. I have reviewed this annual report on Form 20-F of Sea Limited (the ?Company?); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the stateme |
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| April 22, 2022 |
Description of Securities registered under Section 12 of the Exchange Act Exhibit 2.4 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT As of December 31, 2021, Sea Limited (?we? or ?us?) had the following series of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended: Title of each class Trading Symbol(s) Name of each exchange on which registered American depositary shares, each representing one Class A |
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| April 22, 2022 |
Exhibit 12.2 Certification by the Group Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Tony Tianyu Hou, certify that: 1. I have reviewed this annual report on Form 20-F of Sea Limited (the ?Company?); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements |
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| April 22, 2022 |
Second Amended and Restated Share Incentive Plan Exhibit 4.1 SEA LIMITED SECOND AMENDED AND RESTATED SHARE INCENTIVE PLAN PREFACE This Plan contains separate equity programs: (1) the option and share appreciation rights grant program set forth in Section 5 under which Eligible Persons (as defined in Section 3) may, at the discretion of the Administrator, be granted Options and/or SARs, (2) the share award program set forth in Section 6 under whi |
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| April 22, 2022 |
Exhibit 15.3 [Letterhead of LCS & Partners] April 22, 2022 To: Sea Limited 1 Fusionopolis Place #17-10, Galaxis Singapore 138522 Re: Annual Report on Form 20-F of Sea Limited Dear Sirs or Madams: We hereby consent to the filing of this letter as an exhibit to the annual report on Form 20-F for the year ended December 31, 2021 of Sea Limited with the U.S. Securities and Exchange Commission and to t |
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| April 22, 2022 |
Exhibit 13.2 Certification by the Group Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Sea Limited (the ?Company?) on Form 20-F for the year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Tony Tianyu Hou, Group Chief Financial Officer of the Company, certif |
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| April 22, 2022 |
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm Exhibit 15.1 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statements on Form F-3 (No. 333-230021 and No. 333-259389) and Form S-8 (No. 333-222071, No. 333-223551, No. 333-229137, No. 333-232859, No. 333-235799, No. 333-251873 and No. 333-261969) pertaining to Amended and Restated Share Incentive Plan of Sea Limited of our |
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| April 22, 2022 |
Exhibit 13.1 Certification by the Group Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Sea Limited (the ?Company?) on Form 20-F for the year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Forrest Xiaodong Li, Group Chief Executive Officer of the Company, ce |
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| March 1, 2022 |
6-K 1 tm228005d16k.htm FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2022 Commission File Number: 001-38237 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 (Address of principal executive office) Indicate |
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| March 1, 2022 |
Sea Limited Reports Fourth Quarter and Full Year 2021 Results Exhibit 99.1 Sea Limited Reports Fourth Quarter and Full Year 2021 Results Singapore, March 1, 2022 ? Sea Limited (NYSE: SE) (?Sea? or the ?Company?) today announced its financial results for the fourth quarter and full year ended December 31, 2021. ?In 2021, we continued to focus on sustainable growth and serving the fast growing and evolving demands and needs of our communities. With our growing |
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| February 15, 2022 |
SE / Sea Ltd / Li Xiaodong - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Sea Limited (Name of Issuer) Class A Ordinary Shares, par value US$0.0005 per share (Title of Class of Securities) 81141R 100** (CUSIP Number) Forrest Xiaodong Li Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 +65 6270-8100 Copy to: Y |
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| February 14, 2022 |
Exhibit 3.1 THE COMPANIES act (as revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES ninth amended AND restated Memorandum AND articles OF association of SEA LIMITED (Adopted by a special resolution passed and effective on February 14, 2022) THE COMPANIES act (as revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES NINTH amended AND restated MEMORANDUM of ASSOCIATION OF SEA LIMITED (Adop |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2022 Commission File Number: 001-38237 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 (Address of principal executive office) Indicate by check mark whether the reg |
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| February 14, 2022 |
Voting Results of Sea Limited’s Annual General Meeting Exhibit 99.1 Voting Results of Sea Limited’s Annual General Meeting At the annual general meeting of shareholders of Sea Limited (the “Company”) held on February 14, 2022 in Singapore (the “AGM”), the Company’s shareholders approved as a special resolution that the Company’s Eighth Amended and Restated Memorandum and Articles of Association be amended and restated by their deletion in their entire |
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| February 14, 2022 |
SE / Sea Ltd / Tencent Holdings Ltd - SCHEDULE 13D AMENDMENT NO. 6 Activist Investment SCHEDULE 13D AMENDMENT NO. 6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6) Sea Limited (Name of Issuer) Class A Ordinary shares, par value US$0.0005 per share (Title of Class of Securities) 81141R100** (CUSIP Number) Tencent Holdings Limited 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wancha |
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| February 14, 2022 |
Sea Limited Announces Results of Annual General Meeting Exhibit 99.2 Sea Limited Announces Results of Annual General Meeting Singapore, February 14, 2022 ? Sea Limited (NYSE: SE) (the ?Company?) today announced that, at its annual general meeting of shareholders held on February 14, 2022 in Singapore, the Company?s shareholders approved as a special resolution that the Company?s Eighth Amended and Restated Memorandum and Articles of Association be amen |
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| February 11, 2022 |
SE / Sea Ltd / Capital World Investors - SEC SCHEDULE 13G Passive Investment SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Sea Ltd. (Name of Issuer) Class A ordinary shares (Title of Class of Securities) 81141R100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to |
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| February 10, 2022 |
SE / Sea Ltd / Ye Gang - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Sea Limited (Name of Issuer) Class A Ordinary Shares, par value US$0.0005 per share (Title of Class of Securities) 81141R 100** (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat |
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| January 4, 2022 |
SE / Sea Ltd / Tencent Holdings Ltd - SCHEDULE 13D AMENDMENT NO. 5 Activist Investment SCHEDULE 13D AMENDMENT NO. 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) Sea Limited (Name of Issuer) Class A Ordinary shares, par value US$0.0005 per share (Title of Class of Securities) 81141R100** (CUSIP Number) Tencent Holdings Limited 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wancha |
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| January 3, 2022 |
Sea Limited (the "Company") Notice of Annual General Meeting of the Company Exhibit 99.2 Sea Limited (the "Company") Notice of Annual General Meeting of the Company Notice is hereby given that an Annual General Meeting of the Company (the "AGM") will be held at Shangri-la Singapore, 22 Orange Grove Road, Singapore 258350 on February 14, 2022 at 10:30 a.m. (Singapore time). The Board of Directors of the Company has fixed the close of business on January 14, 2022, New York |
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| January 3, 2022 |
Exhibit 99.2 EXECUTION COPY TERMINATION AGREEMENT This TERMINATION AGREEMENT (this ?Agreement?), dated as of January 3, 2022, is by and among Mr. Xiaodong Li, a Singapore citizen (the ?Founder?), on the one hand, and Tencent Holdings Limited, a Cayman Islands exempted company, Tencent Limited, a British Virgin Islands business company, and Tencent Growthfund Limited, a Cayman Islands exempted comp |
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| January 3, 2022 |
As filed with the Securities and Exchange Commission on January 3, 2022 As filed with the Securities and Exchange Commission on January 3, 2022 Registration No. |
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| January 3, 2022 |
Exhibit 6 EXECUTION COPY TERMINATION AGREEMENT This TERMINATION AGREEMENT (this ?Agreement?), dated as of January 3, 2022, is by and among Mr. |
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| January 3, 2022 |
SE / Sea Ltd / Li Xiaodong - SCHEDULE 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Sea Limited (Name of Issuer) Class A Ordinary Shares, par value US$0.0005 per share (Title of Class of Securities) 81141R 100** (CUSIP Number) Forrest Xiaodong Li Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 +65 6270-8100 Copy to: Y |
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| January 3, 2022 |
SE / Sea Ltd / Tencent Holdings Ltd - SCHEDULE 13D AMENDMENT NO. 4 Activist Investment SCHEDULE 13D AMENDMENT NO. 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) Sea Limited (Name of Issuer) Class A Ordinary shares, par value US$0.0005 per share (Title of Class of Securities) 81141R100** (CUSIP Number) Tencent Holdings Limited 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wancha |
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| January 3, 2022 |
Sea Limited to Hold Annual General Meeting on February 14, 2022 Proposal to Amend Articles Exhibit 99.1 FOR IMMEDIATE RELEASE Sea Limited to Hold Annual General Meeting on February 14, 2022 Proposal to Amend Articles January 3, 2022 ? Sea Limited (NYSE: SE) (?Sea? or the ?Company?) today announced that it will hold its annual general meeting of shareholders (?AGM?) at Shangri-la Singapore, 22 Orange Grove Road, Singapore 258350 at 10:30 a.m., Singapore time, on February 14, 2022. The Co |
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| January 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2022 Commission File Number: 001-38237 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 (Address of principal executive office) Indicate by check mark whether the regi |
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| January 3, 2022 |
Exhibit 99.3 THE COMPANIES act (as revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES ninth amended AND restated Memorandum AND articles OF association of SEA LIMITED (Adopted by a special resolution passed and effective on [*]) THE COMPANIES act (as revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES NINTH amended AND restated MEMORANDUM of ASSOCIATION OF SEA LIMITED (Adopted by a spec |
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| January 3, 2022 |
Exhibit 99.4 THE COMPANIES LAW (2016 REVISION) ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES EIGHTH NINTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF SEA LIMITED (Adopted by a special resolution passed on September 14, 2017 and effective immediately prior to the completion of the Company?s initial public offering of American Depositary Shares representing its |
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| November 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2021 Commission File Number: 001-38237 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 (Address of principal executive office) Indicate by check mark whether the reg |
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| November 16, 2021 |
Sea Limited Reports Third Quarter 2021 Results Exhibit 99.1 Sea Limited Reports Third Quarter 2021 Results Singapore, November 16, 2021 ? Sea Limited (NYSE: SE) (?Sea? or the ?Company?) today announced its financial results for the third quarter ended September 30, 2021. Third Quarter 2021 Highlights ? Group o Total GAAP revenue was US$2.7 billion, up 121.8% year-on-year. o Total gross profit was US$1.0 billion, up 147.5% year-on-year. o Total |
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| September 14, 2021 |
Exhibit 1.2 Underwriting Agreement September 9, 2021 Goldman Sachs (Asia) L.L.C. 68th Floor, Cheung Kong Center 2 Queen?s Road Central, Hong Kong J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 U.S.A. BofA Securities, Inc. One Bryant Park New York, NY 10036 United States of America Ladies and Gentlemen: Sea Limited, a company incorporated under the laws of the Cayman Islands |
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| September 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2021 Commission File Number: 001-38237 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 (Address of principal executive office) Indicate by check mark whether the re |
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| September 14, 2021 |
Exhibit 1.1 SEA LIMITED 11,000,000 American Depositary Shares Representing 11,000,000 Class A Ordinary Shares UNDERWRITING AGREEMENT September 9, 2021 Goldman Sachs (Asia) L.L.C. 68th Floor, Cheung Kong Center 2 Queen?s Road Central, Hong Kong J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 U.S.A. BofA Securities, Inc. One Bryant Park New York, NY 10036 United States of Amer |
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| September 13, 2021 |
CALCULATION OF REGISTRATION FEE TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-259389 CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered ? ? Maximum aggregate offering price(1)(2) ? ? Amount of registration fee(2)(4) 0.25% Convertible Senior Notes due 2026 ? ? $2,875,000,000 ? ? $313,662.50 Class A ordinary shares, par value $0.0005 per share ? ? ?(3) ? ? ? (1) Includes 0. |
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| September 13, 2021 |
CALCULATION OF REGISTRATION FEE TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-259389 CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered(1) ? ? Amount to be registered(2) ? ? Offering price per share ? ? Maximum aggregate offering price ? ? Amount of registration fee(3) Class A ordinary shares, par value $0.0005 per share ? ? 12,650,000 ? ? $ 318.00 ? ? $ 4,022,700,000 ? ? |
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| September 10, 2021 |
Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated September 9, 2021 Relating to Preliminary Prospectus Supplements each dated September 8, 2021 (To Prospectus dated September 8, 2021) Registration Statement No. |
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| September 8, 2021 |
As filed with the Securities and Exchange Commission on September 8, 2021 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 8, 2021 Registration No. |
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| September 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 ? Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wilmington, DE 19890-0001 (Address of principal |
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| September 8, 2021 |
Exhibit 4.4 INDENTURE Dated as of [], 20[] between SEA LIMITED as Company and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee DEBT SECURITIES CROSS-REFERENCE TABLE Trust Indenture Act Section Indenture Section Sec. 310(a) 11.04(a) (b) 11.04(b), 11.05 Sec. 311 11.01(f) Sec. 312(a) 10.03 (b) 11.09 (c) 11.09 Sec. 313(a) 10.01(a) (b) 10.01(a) (c) 10.01(b) (d) 10.01(b) Sec. 314(a)(1) 10.02 (a)(2) 10. |
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| September 8, 2021 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.1 MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes as well as the section titled ?Operating and Financial Review and Prospects? included in our Annual Report on Form |
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| September 8, 2021 |
SEA LIMITED INDEX TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Exhibit 99.2 SEA LIMITED UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2020 AND 2021 SEA LIMITED INDEX TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Page Unaudited Interim Condensed Consolidated Financial Statements Unaudited Interim Condensed Consolidated Balance Sheets as of December 31, 2020 and June 30, 2021 1 ? 4 Unaudit |
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| September 8, 2021 |
Subject to Completion, dated September 8, 2021 TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed. |
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| September 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2021 Commission File Number: 001-38237 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 (Address of principal executive office) Indicate by check mark whether the re |
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| September 8, 2021 |
Subject to Completion, dated September 8, 2021 TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed. |
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| August 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2021 Commission File Number: 001-38237 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 (Address of principal executive office) Indicate by check mark whether the regis |
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| August 17, 2021 |
Sea Limited Reports Second Quarter 2021 Results EX-99.1 2 tm2125304d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Sea Limited Reports Second Quarter 2021 Results Singapore, August 17, 2021 – Sea Limited (NYSE: SE) (“Sea” or the “Company”) today announced its financial results for the second quarter ended June 30, 2021. Second Quarter 2021 Highlights § Group o Total GAAP revenue was US$2.3 billion, up 158.6% year-on-year. o Total gross profit was US$930 |
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| May 18, 2021 |
Update to Indonesian Banking Regulation Disclosure Exhibit 99.2 Update to Indonesian Banking Regulation Disclosure The following updates the disclosure in ?Item 4. Information on the Company?B. Business Overview?Regulation?Indonesia?Regulation on Banking? in Sea Limited?s Annual Report on Form 20-F for the year ended December 31, 2020. The updates are solely to correct the IDR numbers in the previous disclosures which stated IDR trillion as IDR bi |
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| May 18, 2021 |
Sea Limited Reports First Quarter 2021 Results Exhibit 99.1 Sea Limited Reports First Quarter 2021 Results Singapore, May 18, 2021 ? Sea Limited (NYSE: SE) (?Sea? or the ?Company?) today announced its financial results for the first quarter ended March 31, 2021. First Quarter 2021 Highlights ? Group o Total GAAP revenue was US$1.8 billion, up 146.7% year-on-year. o Total gross profit was US$645.4 million, up 212.1% year-on-year. o Total adjust |
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| May 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2021 Commission File Number: 001-38237 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 (Address of principal executive office) Indicate by check mark whether the registra |
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| April 20, 2021 |
SCHEDULE 13D AMENDMENT NO. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Sea Limited (Name of Issuer) Class A Ordinary shares, par value US$0.0005 per share (Title of Class of Securities) 81141R100** (CUSIP Number) Tencent Holdings Limited 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wancha |
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| April 16, 2021 |
EX-15.3 11 brhc10022673ex15-3.htm EXHIBIT 15.3 Exhibit 15.3 [Letterhead of LCS & Partners] April 16, 2021 To: Sea Limited 1 Fusionopolis Place #17-10, Galaxis Singapore 138522 Re: Annual Report on Form 20-F of Sea Limited Dear Sirs or Madams: We hereby consent to the filing of this letter as an exhibit to the annual report on Form 20-F for the year ended December 31, 2020 of Sea Limited with the U |
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| April 16, 2021 |
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm EX-15.1 9 brhc10022673ex15-1.htm EXHIBIT 15.1 Exhibit 15.1 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statements on Form F-3 (No. 333-230021) and Form S-8 (No. 333-222071, No. 333-223551, No. 333-229137, No. 333-232859, No. 333-235799 and No. 333-251873) pertaining to Amended and Restated Share Incentive Plan of Sea Lim |
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| April 16, 2021 |
Exhibit 12.2 Certification by the Group Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Tony Tianyu Hou, certify that: 1. I have reviewed this annual report on Form 20-F of Sea Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements |
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| April 16, 2021 |
Exhibit 12.1 Certification by the Group Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Forrest Xiaodong Li, certify that: 1. I have reviewed this annual report on Form 20-F of Sea Limited (the ?Company?); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the stateme |
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| April 16, 2021 |
Consent of Kudun and Partners Company Limited EX-15.4 12 brhc10022673ex15-4.htm EXHIBIT 15.4 Exhibit 15.4 [Letterhead of Kudun and Partners Company Limited] TO: Sea Limited 1 Fusionopolis Place #17-10, Galaxis Singapore 138522 DATE: 16 April 2021 FROM: Kudun and Partners Company Limited 23rd Floor, Unit C and F Gaysorn Tower, 127 Ratchadamri Road Lumpini, Pathumwan, Bangkok, 10330, Thailand Re: Annual Report on Form 20-F of Sea Limited Dear S |
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| April 16, 2021 |
Exhibit 13.1 Certification by the Group Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Sea Limited (the ?Company?) on Form 20-F for the year ended December 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Forrest Xiaodong Li, Group Chief Executive Officer of the Company, ce |
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| April 16, 2021 |
Consent of Maples and Calder (Hong Kong) LLP EX-15.2 10 brhc10022673ex15-2.htm EXHIBIT 15.2 Exhibit 15.2 [Letterhead of Maples and Calder (Hong Kong) LLP] Our ref VSL/697247-000001/19383671v3 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 16 April 2021 Dear Sirs Sea Limited We have acted as Cayman Islands legal advisers to Sea Limited (the "Company") in connection with the Company’s annual report on Form 20-F for the fisc |
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| April 16, 2021 |
Consent of Rajah & Tann Singapore LLP EX-15.5 13 brhc10022673ex15-5.htm EXHIBIT 15.5 Exhibit 15.5 [Letterhead of Rajah & Tann Singapore LLP] SEA LIMITED Private and Confidential 1 Fusionopolis Place #17-10, Galaxis Singapore 138522 SENDER’S REF RECIPIENT’S REF DATE PAGE TQY/337339/00023 - 16 April 2021 1/1 Dear Sirs, Re: Annual Report on Form 20-F of Sea Limited We hereby consent to the filing of this letter as an exhibit to the annua |
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| April 16, 2021 |
Exhibit 13.2 Certification by the Group Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Sea Limited (the ?Company?) on Form 20-F for the year ended December 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Tony Tianyu Hou, Group Chief Financial Officer of the Company, certif |
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| April 16, 2021 |
Exhibit 4.16 SEA LIMITED AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 22, 2020 2.375% Convertible Senior Notes due 2025 TABLE OF CONTENTS Page ARTICLE 1 Definitions Section 1.01. Definitions 1 Section 1.02. References to Interest 14 ARTICLE 2 Issue, Description, Execution, Registration and Exchange of Notes Section 2.01. Designation and Amount 15 Section 2.02. F |
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| April 16, 2021 |
Description of Securities registered under Section 12 of the Exchange Act Exhibit 2.4 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT As of December 31, 2020, Sea Limited (?we? or ?us?) had the following series of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended: Title of each class Trading Symbol(s) Name of each exchange on which registered American Depositary Shares, each representing one Class A |
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| April 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020. OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES |
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| March 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Sea Limited (Name of Issuer) Class A Ordinary Shares, par value US$0.0005 per share (Title of Class of Securities) 81141R 100** (CUSIP Number) Forrest Xiaodong Li Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 +65 6270-8100 Copy to: Y |
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| March 2, 2021 |
Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2021 Commission File Number: 001-38237 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 (Address of principal executive office) Indicate by check mark whether the regist |
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| March 2, 2021 |
Sea Limited Reports Fourth Quarter and Full Year 2020 Results Exhibit 99.1 Sea Limited Reports Fourth Quarter and Full Year 2020 Results Singapore, March 2, 2021 – Sea Limited (NYSE: SE) (“Sea” or the “Company”) today announced its financial results for the fourth quarter and full year ended December 31, 2020. Fourth Quarter 2020 Highlights § Group o Total GAAP revenue was US$1.6 billion, up 101.6% year-on-year. o Total gross profit was US$533.7 million, up |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Sea Ltd. (Name of Issuer) Class A ordinary shares (Title of Class of Securities) 81141R100 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche |
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| February 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Sea Limited (Name of Issuer) Class A Ordinary Shares, par value US$0.0005 per share (Title of Class of Securities) 81141R 100** (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat |
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| January 4, 2021 |
As filed with the Securities and Exchange Commission on January 4, 2021 Registration No. |
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| December 15, 2020 |
Exhibit 1.1 SEA LIMITED 13,200,000 American Depositary Shares Representing 13,200,000 Class A Ordinary Shares UNDERWRITING AGREEMENT December 10, 2020 Goldman Sachs (Asia) L.L.C. 68th Floor, Cheung Kong Center 2 Queen’s Road Central, Hong Kong J.P. Morgan Securities LLC 383 Madison Avenue New York, NY 10179 As Representatives of the Several Underwriters named in Schedule A hereto Ladies and Gentle |
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| December 15, 2020 |
Current Report of Foreign Issuer - FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2020 Commission File Number: 001-38237 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 (Address of principal executive office) Indicate by check mark whether the reg |
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| December 11, 2020 |
Filed Pursuant to Rule 433 under the Securities Act of 1933 Issuer Free Writing Prospectus dated December 10, 2020 Relating to Preliminary Prospectus Supplement dated December 9, 2020 Registration Statement No. |
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| December 11, 2020 |
CALCULATION OF REGISTRATION FEE TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-230021 CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered(1) Amount to be registered(2) Proposed maximum offering price per unit(2) Proposed maximum aggregate offering price(2) Amount of registration fee(3) Class A ordinary shares, par value US$0.0005 per share 15,180,000 US$195.00 US$2,960,100, |
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| December 9, 2020 |
SUBJECT TO COMPLETION. DATED DECEMBER 9, 2020. TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed. |
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| December 9, 2020 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.1 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes as well as the section titled “Operating and Financial Review and Prospects” included in our Annual Report on Form |
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| December 9, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2020 Commission File Number: 001-38237 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 (Address of principal executive office) Indicate by check mark whether the reg |
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| December 9, 2020 |
SEA LIMITED INDEX TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Exhibit 99.2 SEA LIMITED UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019 AND 2020 SEA LIMITED INDEX TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Page Unaudited Interim Condensed Consolidated Financial Statements Unaudited Interim Condensed Consolidated Balance Sheets as of December 31, 2019 and September 30, 2020 1 |
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| December 4, 2020 |
Sea Selected for the Award of Digital Full Bank License in Singapore Exhibit 99.1 Sea Selected for the Award of Digital Full Bank License in Singapore · Digital bank initiative will build on Sea’s long-standing commitment to supporting the development of the digital economy in its home market, as well as Singapore’s role as a global hub for technology and financial services. · Emphasis on addressing the unmet financial services needs of young consumers and SMEs wil |
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| December 4, 2020 |
Current Report of Foreign Issuer - FORM 6-K 6-K 1 tm2037747d16k.htm FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2020 Commission File Number: 001-38237 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 (Address of principal executive office) Indic |
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| November 17, 2020 |
Current Report of Foreign Issuer - FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2020 Commission File Number: 001-38237 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 (Address of principal executive office) Indicate by check mark whether the reg |
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| November 17, 2020 |
Sea Limited Reports Third Quarter 2020 Results Exhibit 99.1 Sea Limited Reports Third Quarter 2020 Results Singapore, November 17, 2020 – Sea Limited (NYSE: SE) (“Sea” or the “Company”) today announced its financial results for the third quarter ended September 30, 2020. Third Quarter 2020 Highlights § Group o Total GAAP revenue was US$1.2 billion, up 98.7% year-on-year. o Total gross profit was US$407.6 million, up 100.6% year-on-year. o Tota |
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| November 5, 2020 |
Current Report of Foreign Issuer - FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2020 Commission File Number: 001-38237 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 (Address of principal executive office) Indicate by check mark whether the reg |
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| November 5, 2020 |
Exhibit 99.2 Sea Limited (the “Company”) Notice of Annual General Meeting to be held on November 26, 2020 (or any adjourned or postponed meeting thereof) NOTICE IS HEREBY GIVEN that an annual general meeting (the “AGM”) of the Company will be held at 1 Fusionopolis Place, #17-10, Galaxis, Singapore 138522, at 3 p.m., Singapore Time, on November 26, 2020. No proposal will be submitted to shareholde |
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| November 5, 2020 |
Sea Limited to Hold Annual General Meeting on November 26, 2020 Exhibit 99.1 Sea Limited to Hold Annual General Meeting on November 26, 2020 Singapore, November 5, 2020 – Sea Limited (NYSE: SE) (“Sea” or the “Company”) today announced that it will hold its annual general meeting of shareholders (“AGM”) at 1 Fusionopolis Place, #17-10, Galaxis, Singapore 138522, at 3 p.m. Singapore Time on November 26, 2020. No proposal will be submitted to shareholders for app |
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| August 18, 2020 |
Current Report of Foreign Issuer - FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2020 Commission File Number: 001-38237 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 (Address of principal executive office) Indicate by check mark whether the regis |
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| August 18, 2020 |
Sea Limited Reports Second Quarter 2020 Results Exhibit 99.1 Sea Limited Reports Second Quarter 2020 Results Singapore, August 18, 2020 – Sea Limited (NYSE: SE) (“Sea” or the “Company”) today announced its financial results for the second quarter ended June 30, 2020. Second Quarter 2020 Highlights § Group o Total adjusted revenue was US$1,287.2 million, up 93.4% year-on-year from US$665.4 million for the second quarter of 2019. o Total gross pr |
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| August 6, 2020 |
August 6, 2020 BY EDGAR Division of Corporate Finance Office of Trade & Services U. |
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| July 23, 2020 |
CORRESP 1 filename1.htm July 23, 2020 BY EDGAR Division of Corporate Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Patrick Kuhn Doug Jones Re: Sea Limited Form 20-F for the Fiscal Year Ended December 31, 2019 Filed April 14, 2020 File No. 001-38237 Form 6-K Furnished May 18, 2020 File No. 001-38237 Dear Messrs. Kuhn and Jon |
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| May 20, 2020 |
Current Report of Foreign Issuer - FORM 6-K 6-K 1 tm2020301d16k.htm FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2020 Commission File Number: 001-38237 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 (Address of principal executive office) Indicate b |
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| May 20, 2020 |
Sea Limited Prices Offering of US$1 Billion Convertible Notes Exhibit 99.2 Sea Limited Prices Offering of US$1 Billion Convertible Notes Singapore, May 20, 2020 — Sea Limited (NYSE: SE) (“Sea” or the “Company”) today announced the pricing of its previously announced offering of US$1 billion in aggregate principal amount of convertible senior notes due 2025 (the “Notes”). The Company has granted the initial purchaser a 13-day option to purchase up to an addit |
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| May 20, 2020 |
Sea Limited Announces Proposed Offering of Convertible Notes Exhibit 99.1 Sea Limited Announces Proposed Offering of Convertible Notes Singapore, May 19, 2020 – Sea Limited (NYSE: SE) (“Sea” or the “Company”) today announced that it proposes to offer US$1 billion in aggregate principal amount of convertible senior notes due 2025 (the “Notes”), subject to market and other conditions. The interest rate, initial conversion rate, offering price and other terms |
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| May 18, 2020 |
Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2020 Commission File Number: 001-38237 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 (Address of principal executive office) Indicate by check mark whether the registra |
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| May 18, 2020 |
SEA LIMITED INDEX TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Exhibit 99.2 SEA LIMITED UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2020 SEA LIMITED INDEX TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Page Unaudited Interim Condensed Consolidated Financial Statements Unaudited Interim Condensed Consolidated Balance Sheets as of December 31, 2019 and March 31, 2020 1 – 4 Una |
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| May 18, 2020 |
Sea Limited Reports First Quarter 2020 Results Exhibit 99.1 Sea Limited Reports First Quarter 2020 Results Singapore, May 18, 2020 – Sea Limited (NYSE: SE) (“Sea” or the “Company”) today announced its financial results for the first quarter ended March 31, 2020. “Our company’s mission is to better the lives of consumers and small businesses through technology - and I believe that this mission is more important now than ever given the disruptio |
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| May 18, 2020 |
Current Report of Foreign Issuer - FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2020 Commission File Number: 001-38237 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 (Address of principal executive office) Indicate by check mark whether the registra |
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| May 18, 2020 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS EX-99.1 2 nt10012039x2ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes as well as the section titled “Operating and Financial Review and Pr |
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| April 14, 2020 |
EX-15.3 11 ex153.htm EXHIBIT 15.3 Exhibit 15.3 [Letterhead of LCS & Partners] April 14, 2020 To: Sea Limited 1 Fusionopolis Place #17-10, Galaxis Singapore 138522 Re: Annual Report on Form 20-F of Sea Limited Dear Sirs or Madams: We hereby consent to the filing of this letter as an exhibit to the annual report on Form 20-F for the year ended December 31, 2019 of Sea Limited with the U.S. Securitie |
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| April 14, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019. OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES |
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| April 14, 2020 |
Description of Securities registered under Section 12 of the Exchange Act Exhibit 2.4 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT As of December 31, 2019, Sea Limited (?we? or ?us?) had the following series of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended: Title of each class Trading Symbol(s) Name of each exchange on which registered American depositary shares, each representing one Class A |
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| April 14, 2020 |
Consent of Kudun and Partners Limited Exhibit 15.5 [Letterhead of Kudun and Partners Limited] TO: Sea Limited DATE: 14 April 2020 1 Fusionopolis Place #17-10, Galaxis Singapore 138522 FROM: Kudun and Partners Limited 23rd Floor, Unit C and F Gaysorn Tower, 127 Ratchadamri Road Lumpini, Pathumwan, Bangkok, 10330, Thailand Re: Annual Report on Form 20-F of Sea Limited Dear Sir/Madam, We hereby consent to the filing of this letter as an |
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| April 14, 2020 |
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm Exhibit 15.1 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statements on Form F-3 (No. 333-230021) and Form S-8 (No. 333-222071, No. 333-223551, No. 333-229137, No. 333-232859 and No. 333-235799) pertaining to Amended and Restated Share Incentive Plan of Sea Limited of our reports dated April 14, 2020, with respect to the |
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| April 14, 2020 |
Exhibit 13.2 Certification by the Group Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Sea Limited (the “Company”) on Form 20-F for the year ended December 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Tony Tianyu Hou, Group Chief Financial Officer of the Company, certif |
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| April 14, 2020 |
Exhibit 12.2 Certification by the Group Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Tony Tianyu Hou, certify that: 1. I have reviewed this annual report on Form 20-F of Sea Limited (the ?Company?); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements |
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| April 14, 2020 |
Exhibit 12.1 Certification by the Group Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Forrest Xiaodong Li, certify that: 1. I have reviewed this annual report on Form 20-F of Sea Limited (the ?Company?); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the stateme |
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| April 14, 2020 |
Consent of Rajah & Tann Singapore LLP Exhibit 15.6 [Letterhead of Rajah & Tann Singapore LLP] SEA LIMITED Private and Confidential 1 Fusionopolis Place #17-10, Galaxis Singapore 138522 SENDER’S REF RECIPIENT’S REF DATE PAGE TQY/337339/00017 - 14 April 2020 1/1 Re: Annual Report on Form 20-F of Sea Limited Dear Sirs, We hereby consent to the filing of this letter as an exhibit to the annual report on Form 20-F for the year ended Decemb |
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| April 14, 2020 |
Consent of Rajah & Tann LCT Lawyers Exhibit 15.4 [Letterhead of Rajah & Tann LCT Lawyers] 14 April 2020 Sea Limited 1 Fusionopolis Place #17-10, Galaxis Singapore 138522 Re: Annual Report on Form 20-F of Sea Limited Dear Sirs / Madams, We hereby consent to the filing of this letter as an exhibit to the annual report on Form 20-F for the year ended December 31, 2019 of Sea Limited with the U.S. Securities and Exchange Commission and |
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| April 14, 2020 |
Consent of Maples and Calder (Hong Kong) LLP EX-15.2 10 ex152.htm EXHIBIT 15.2 Exhibit 15.2 [Letterhead of Maples and Calder (Hong Kong) LLP] Our ref RHT/697247-000001/16197950v2 Sea Limited 1 Fusionopolis Place #17-10, Galaxis Singapore 138522 14 April 2020 Dear Sirs Sea Limited We have acted as Cayman Islands legal advisers to Sea Limited (the “Company”) in connection with the Company’s annual report on Form 20-F for the fiscal year ended |
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| April 14, 2020 |
Exhibit 13.1 Certification by the Group Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Sea Limited (the ?Company?) on Form 20-F for the year ended December 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Forrest Xiaodong Li, Group Chief Executive Officer of the Company, ce |
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| April 14, 2020 |
Exhibit 4.16 EXECUTION COPY SEA LIMITED AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of November 18, 2019 1.00% Convertible Senior Notes due 2024 TABLE OF CONTENTS Page ARTICLE 1 Definitions Section 1.01. Definitions 1 Section 1.02. References to Interest 14 ARTICLE 2 Issue, Description, Execution, Registration and Exchange of Notes Section 2.01. Designation and Amount |
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| March 23, 2020 |
EX-99.1 2 tm2013483d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, each of the undersigned hereby agrees to file jointly the statement on Schedule 13D (including amendments thereto) with respect to the Class A ordinary shares of par value US$0.0005 per share of Sea Limited, an exempted company |
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| March 23, 2020 |
Activist Investment - SC 13D/A SC 13D/A 1 tm2013483d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Sea Limited (Name of Issuer) Class A Ordinary Shares, par value US$0.0005 per share (Title of Class of Securities) 81141R 100** (CUSIP Number) Forrest Xiaodong Li Sea Limited 1 Fusionopolis Place, #17-10, Galaxis |
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| March 3, 2020 |
Current Report of Foreign Issuer - FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2020 Commission File Number: 001-38237 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 (Address of principal executive office) Indicate by check mark whether the regist |
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| March 3, 2020 |
Sea Limited Reports Fourth Quarter and Full Year 2019 Results EX-99.1 2 tm2011562d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Sea Limited Reports Fourth Quarter and Full Year 2019 Results Singapore, March 3, 2020 – Sea Limited (NYSE: SE) (“Sea” or the “Company”) today announced its financial results for the fourth quarter and full year ended December 31, 2019. Fourth Quarter 2019 Highlights § Group o Total adjusted revenue was US$909.1 million, up 133.5% year-on-y |
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| February 14, 2020 |
EX-99 2 tm207496d1ex99-1.htm EXHIBIT 99.1 EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Schedule 13G filed on February 14, 2020 with respect to the American Depositary Shares, each representing one Class A ordinary share, par value US$0.0005 per share, of Sea Limited (the “Schedule 13G”) is, and any subsequent amendments to the Schedule 13G executed by each of the undersig |
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| February 14, 2020 |
81141RAA8 / Sea Ltd Bond / Hillhouse Capital Management, Ltd. - SEA LIMITED Passive Investment SC 13G/A 1 p20-0361sc13ga.htm SEA LIMITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Sea Limited (Name of Issuer) Class A Ordinary Shares par value of $0.0005 per share (Title of Class of Securities) 81141R100** (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of This Statement) Check th |
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| February 14, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Sea Limited (Name of Issuer) Class A Ordinary Shares, par value US$0.0005 per share (Title of Class of Securities) 81141R 100** (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat |
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| February 14, 2020 |
81141RAA8 / Sea Ltd Bond / Charles-Lim Capital Ltd - SCHEDULE 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Sea Limited (Name of Issuer) American Depositary Shares, each representing one Class A ordinary share, par value US$0.0005 per share (Title of Class of Securities) 81141R100** (CUSIP Number) Charles-Lim Capital Limited Level 20, Southland Building, 48 Co |
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| January 3, 2020 |
As filed with the Securities and Exchange Commission on January 3, 2020 Registration No. |
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| November 22, 2019 |
Sea Limited to Hold Annual General Meeting on December 16, 2019 Exhibit 99.1 Sea Limited to Hold Annual General Meeting on December 16, 2019 Singapore, November 22, 2019 ? Sea Limited (NYSE: SE) (?Sea? or the ?Company?) today announced that it will hold its annual general meeting of shareholders (?AGM?) at 1 Fusionopolis Place, #17-10, Galaxis, Singapore 138522, at 10 a.m. Singapore Time on December 16, 2019. No proposal will be submitted to shareholders for a |
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| November 22, 2019 |
Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2019 Commission File Number: 001-38237 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 (Address of principal executive office) Indicate by check mark whether the reg |
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| November 22, 2019 |
Exhibit 99.2 Sea Limited (the ?Company?) Notice of Annual General Meeting to be held on December 16, 2019 (or any adjourned or postponed meeting thereof) NOTICE IS HEREBY GIVEN that an annual general meeting (the ?AGM?) of the Company will be held at 1 Fusionopolis Place, #17-10, Galaxis, Singapore 138522, at 10 a.m., Singapore Time, on December 16, 2019. No proposal will be submitted to sharehold |
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| November 15, 2019 |
Sea Limited Prices Offering of US$1 Billion Convertible Notes EX-99.2 3 nc10006010x2ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Sea Limited Prices Offering of US$1 Billion Convertible Notes Singapore, November 14 , 2019 — Sea Limited (NYSE: SE) (“Sea” or the “Company”) today announced the pricing of its previously announced offering of US$1 billion in aggregate principal amount of convertible senior notes due 2024 (the “Notes”). The Company has granted the initial |
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| November 15, 2019 |
Sea Limited Announces Proposed Offering of Convertible Notes Exhibit 99.1 Sea Limited Announces Proposed Offering of Convertible Notes Singapore, November 12, 2019 ? Sea Limited (NYSE: SE) (?Sea? or the ?Company?) today announced that it proposes to offer US$1 billion in aggregate principal amount of convertible senior notes due 2024 (the ?Notes?), subject to market and other conditions. The interest rate, initial conversion rate, offering price and other t |
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| November 15, 2019 |
Current Report of Foreign Issuer - 6-K 6-K 1 nc10006010x26k.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2019 Commission File Number: 001-38237 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 (Address of principal executive office) Indicate |
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| November 12, 2019 |
Sea Limited Reports Third Quarter 2019 Results Exhibit 99.1 Sea Limited Reports Third Quarter 2019 Results Singapore, November 12, 2019 ? Sea Limited (NYSE: SE) (?Sea? or the ?Company?) today announced its financial results for the quarter ended September 30, 2019. Third Quarter 2019 Highlights ? Group o Total adjusted revenue was US$763.3 million, up 214.3% year-on-year from US$242.8 million for the third quarter of 2018. o Total adjusted EBI |
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| November 12, 2019 |
Current Report of Foreign Issuer - 6-K 6-K 1 nc10006010x16k.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2019 Commission File Number: 001-38237 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 (Address of principal executive office) Indicate |
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| November 12, 2019 |
Current Report of Foreign Issuer - FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2019 Commission File Number: 001-38237 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 (Address of principal executive office) Indicate by check mark whether the reg |
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| November 12, 2019 |
SEA LIMITED INDEX TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS EX-99.2 3 nc10006010x1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 SEA LIMITED UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2019 SEA LIMITED INDEX TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Page Unaudited Interim Condensed Consolidated Financial Statements Unaudited Interim Condensed Consolidated Balance Sheets as |
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| November 12, 2019 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.1 MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes as well as the section titled ?Operating and Financial Review and Prospects? included in our Annual Report on Form |
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| August 20, 2019 |
Sea Limited Reports Second Quarter 2019 Results Exhibit 99.1 Sea Limited Reports Second Quarter 2019 Results Singapore, August 20, 2019 ? Sea Limited (NYSE: SE) (?Sea? or the ?Company?) today announced its financial results for the quarter ended June 30, 2019. Second Quarter 2019 Highlights ? Group o Total adjusted revenue was US$665.4 million, up 203.1% year-on-year from US$219.6 million for the second quarter of 2018. o Total adjusted EBITDA |
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| August 20, 2019 |
Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2019 Commission File Number: 001-38237 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 (Address of principal executive office) Indicate by check mark whether the regis |
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| July 26, 2019 |
Current Report of Foreign Issuer - FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2019 Commission File Number: 001-38237 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 (Address of principal executive office) Indicate by check mark whether the registr |
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| July 26, 2019 |
As filed with the Securities and Exchange Commission on July 26, 2019 Registration No. |
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| July 26, 2019 |
Exhibit 10.1 SEA LIMITED AMENDMENT TO THE AMENDED AND RESTATED SHARE INCENTIVE PLAN The Board of Directors of Sea Limited (the ?Company?) has approved the adoption of the following amendments to the Share Limit under the Company?s Amended and Restated Share Incentive Plan (the ?Plan?), effective July 25, 2019: (i) notwithstanding anything to the contrary in the Plan, effective as of the date hereo |
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| May 22, 2019 |
Sea Limited Reports First Quarter 2019 Results EX-99.1 2 tv522220ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Sea Limited Reports First Quarter 2019 Results Singapore, May 22, 2019 – Sea Limited (NYSE: SE) (“Sea” or the “Company”) today announced its financial results for the quarter ended March 31, 2019. First Quarter 2019 Highlights § Group o Total adjusted revenue was US$578.8 million, up 193.8% year-on-year from US$197.0 million for the first quar |
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| May 22, 2019 |
Current Report of Foreign Issuer - FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2019 Commission File Number: 001-38237 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 (Address of principal executive office) Indicate by check mark whether the registra |
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| May 14, 2019 |
Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2019 Commission File Number: 001-38237 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 (Address of principal executive office) Indicate by check mark whether the registra |
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| April 16, 2019 |
81141RAA8 / Sea Ltd Bond / TIGER GLOBAL MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| March 14, 2019 |
Joint Filing Agreement dated March 14, 2019 by and among the Reporting Persons Exhibit 1 Joint Filing Agreement In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, each of the undersigned hereby agrees to file jointly the statement on Schedule 13D (including amendments thereto) with respect to the Class A ordinary shares of par value US$0. |
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| March 14, 2019 |
Activist Investment - SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Sea Limited (Name of Issuer) Class A Ordinary Shares, par value US$0.0005 per share (Title of Class of Securities) 81141R 100** (CUSIP Number) Forrest Xiaodong Li Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 +65 6270-8100 Copy to: Y |
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| March 12, 2019 |
81141RAA8 / Sea Ltd Bond / Tencent Holdings Ltd - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Sea Limited (Name of Issuer) Class A Ordinary Shares, par value $0.0005 per share (Title of Class of Securities) 81141R100 (CUSIP Number) Tencent Holdings Limited 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong Telephone: +852 3148 |
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| March 12, 2019 |
Exhibit 1 JOINT FILING AGREEMENT This Joint Filing Agreement hereby confirms the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A ordinary shares and Class B ordinary shares, par value $0. |
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| March 8, 2019 |
Current Report of Foreign Issuer - 6-K 6-K 1 tv5156196k.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2019 Commission File Number: 001-38237 Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 (Address of principal executive office) Indicate by chec |
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| March 8, 2019 |
Exhibit 1.1 EXECUTION VERSION SEA LIMITED 60,000,000 American Depositary Shares Representing 60,000,000 Class A Ordinary Shares UNDERWRITING AGREEMENT March 5, 2019 Goldman Sachs (Asia) L.L.C. 68th Floor, Cheung Kong Center 2 Queen?s Road Central, Hong Kong Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036, U.S.A. As Representatives of the Several Underwriters named in Schedule A her |
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| March 7, 2019 |
Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. |
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| March 6, 2019 |
Filed Pursuant to Rule 433 under the Securities Act of 1933 Issuer Free Writing Prospectus dated March 5, 2019 Relating to Preliminary Prospectus Supplement dated March 1, 2019 Registration Statement No. |
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| March 1, 2019 |
EX-4.16 2 tv512574ex4-16.htm EXHIBIT 4.16 Exhibit 4.16 EXECUTION VERSION SEA LIMITED AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of June 18, 2018 2.25% Convertible Senior Notes due 2023 TABLE OF CONTENTS Page Article 1 Definitions Section 1.01. Definitions 1 Section 1.02. References to Interest 15 Article 2 Issue, Description, Execution, Registration and Exchange of N |
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| March 1, 2019 |
Exhibit 15.3 [Letterhead of LCS & Partners] March 1, 2019 To: Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 Re: Annual Report on Form 20-F of Sea Limited Dear Sirs or Madams: We hereby consent to the filing of this letter as an exhibit to the annual report on Form 20-F for the year ended December 31, 2018 of Sea Limited with the U.S. Securities and Exchange Commission and to t |
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| March 1, 2019 |
Exhibit 12.1 Certification by the Group Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Forrest Xiaodong Li, certify that: 1. I have reviewed this annual report on Form 20-F of Sea Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the stateme |
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| March 1, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018. OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES |
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| March 1, 2019 |
Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on March 1, 2019 Registration No. |
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| March 1, 2019 |
SUBJECT TO COMPLETION. DATED MARCH 1, 2019. 424B5 1 a2237856z424b5.htm 424B5 Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-230021 The information in this preliminary prospectus supplement is not complete and may be changed. Neither this preliminary prospectus supplement nor the accompanying prospectus is an offer to sell these securi |
