Securities Registration: Employee Benefit Plan (s-8)
03 Janeiro 2023 - 6:07PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on January 3, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Sea Limited
(Exact Name of Registrant as Specified in Its
Charter)
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Cayman Islands
(State or Other Jurisdiction of
Incorporation or Organization) |
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Not Applicable
(IRS Employer
Identification No.) |
1
Fusionopolis Place, #17-10, Galaxis
Singapore 138522
+65 6270-8100
(Address of Principal Executive Offices and Zip Code)
Second
Amended and Restated Share Incentive Plan
(Full Title of the Plan)
Cogency
Global Inc.
122 East 42nd Street, 18th Floor
New York, N.Y. 10168
(Name and address of agent for service)
+1
(800) 221-0102
(Telephone number, including area code, of agent for service)
Copies to:
Yanjun
Wang, Esq.
Sea Limited
1 Fusionopolis Place, #17-10, Galaxis
Singapore 138522
+65 6270-8100
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
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x |
Accelerated filer |
¨ |
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| Non-accelerated filer |
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Smaller reporting company |
¨ |
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Emerging growth company |
¨ |
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
Pursuant
to General Instruction E of Form S-8, Sea Limited (the “Registrant”) is filing this Registration Statement with the Securities
and Exchange Commission (the “Commission”) to register 16,942,765 additional Class A ordinary shares (“Class A
Ordinary Shares”) of the Registrant for issuance under the Registrant’s Second Amended and Restated Share Incentive
Plan, as may be amended from time to time (the “Plan”), to increase the number of Class A Ordinary Shares available for
grant under the Plan. This increase is made pursuant to the provision of the Plan providing for automatic increases in the maximum number
of Class A Ordinary Shares available for grant on January 1, 2023 by 3% of the total number of ordinary shares of all classes
of the Registrant outstanding as of December 31, 2022, being 564,758,842 ordinary shares. This Registration Statement hereby incorporates
by reference the contents of the Registrant’s registration statements on Form S-8 filed with the Commission on March 9, 2018 (File No. 333-223551), as amended on March 28, 2018, the registration statement on Form S-8 filed with the Commission on January 4, 2019 (File No. 333-229137), the registration statement on Form S-8 filed with the Commission on July 26, 2019 (File No. 333-232859), the registration statement on Form S-8 filed with the Commission on January 3, 2020 (File No. 333-235799),
the registration statement on Form S-8 filed with the Commission on January 4, 2021 (File No. 333-251873) and the registration
statement on Form S-8 filed with the Commission on January 3, 2022 (File No. 333-261969), except as otherwise set forth
herein.
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
The exhibits listed on the accompanying Exhibit Index are filed
as a part of, or incorporated by reference into, this Registration Statement (see Exhibit Index below).
SEA LIMITED
EXHIBIT INDEX
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Singapore on January 3, 2023.
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Sea Limited |
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By: |
/s/ Forrest Xiaodong Li |
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Name: |
Forrest Xiaodong Li |
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Title: |
Chairman and Group Chief Executive Officer |
[Signature Page to Form S-8]
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints Forrest Xiaodong Li as his true and lawful attorney-in-fact with full power
of substitution and re-substitution, for and in such person’s name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorney-in-fact full power
and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that such attorney-in-fact may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
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Title |
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Date |
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| /s/ Forrest Xiaodong Li |
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Chairman and Group Chief Executive Officer |
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January 3, 2023 |
| Name: Forrest Xiaodong Li |
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(principal executive officer) |
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| /s/ Tony Tianyu Hou |
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Director and Group Chief Financial Officer |
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January 3, 2023 |
| Name: Tony Tianyu Hou |
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(principal financial and accounting officer) |
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| /s/ Gang Ye |
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Director and Group Chief Operating Officer |
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January 3, 2023 |
| Name: Gang Ye |
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| /s/ David Heng Chen Seng |
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Director |
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January 3, 2023 |
| Name: David Heng Chen Seng |
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| /s/ Khoon Hua Kuok |
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Director |
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January 3, 2023 |
| Name: Khoon Hua Kuok |
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[Signature Page to Form S-8]
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE
REGISTRANT
Pursuant
to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Sea Limited, has signed this
Registration Statement or amendment thereto in New York, on January 3, 2023.
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Authorized U.S. Representative |
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Cogency Global Inc. |
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By: |
/s/ Colleen A. De Vries |
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Name: |
Colleen A. De Vries |
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Title: |
Assistant Secretary on behalf of Cogency Global Inc. |
[Signature Page to Form S-8]
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