SEC Comment Letter for Sea Ltd (SE) (CIK 0001703399) (SE) — Sep 29, 2017
Sea Ltd (SE) (CIK 0001703399)
Date: Sept. 29, 2017 · CIK: 0001703399 · Accession: 0000000000-17-034723
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-220571
Letter
Mail Stop 3720 September 29, 2017 Yanjun Wang Group General Counsel Sea Limited 1 Fusionopolis Place, #17 -10, Galaxis Singapore 138522
Re: Sea Limited Registration Statement on Form F-1 Filed September 22, 2017 File No. 333-220571
Dear Ms. Wang :
We have reviewed your registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration stateme nt and any information you provide in response to this comment , we may have additional comments.
Exhibit 5.1
1. Counsel’s assumption contained in Section 2.4 to the legality opinion is unduly broad. Counsel may not assume material facts underlying the opinion or any readily ascertainable facts. Please file a revised opinion without such assumption. Please refer to Item II.B.3.a of Staff Legal Bulletin No. 19.
We remind you that the company and its management are responsible for the accuracy and adequa cy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested e ffective date of the registration statement.
Yanjun Wang Sea Limited September 29, 2017 Page 2
You may contact Charles Eastman, Staff Accountant, at (202) 551 -3794 or Terry French, Accountant Branch Chief, at (202) 551 -3828 if you have questions regarding comments on the financial statements and rel ated matters. Please contact Courtney Lindsay, Staff Attorney, at (202) 551 -7237 or Celeste M. Murphy, Legal Branch Chief, at (202) 551 -3257 with any other questions.
Sincerely,
/s/ Celeste M. Murphy for
Show Raw Text
Mail Stop 3720 September 29, 2017 Yanjun Wang Group General Counsel Sea Limited 1 Fusionopolis Place, #17 -10, Galaxis Singapore 138522 Re: Sea Limited Registration Statement on Form F-1 Filed September 22, 2017 File No. 333-220571 Dear Ms. Wang : We have reviewed your registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration stateme nt and any information you provide in response to this comment , we may have additional comments. Exhibit 5.1 1. Counsel’s assumption contained in Section 2.4 to the legality opinion is unduly broad. Counsel may not assume material facts underlying the opinion or any readily ascertainable facts. Please file a revised opinion without such assumption. Please refer to Item II.B.3.a of Staff Legal Bulletin No. 19. We remind you that the company and its management are responsible for the accuracy and adequa cy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested e ffective date of the registration statement. Yanjun Wang Sea Limited September 29, 2017 Page 2 You may contact Charles Eastman, Staff Accountant, at (202) 551 -3794 or Terry French, Accountant Branch Chief, at (202) 551 -3828 if you have questions regarding comments on the financial statements and rel ated matters. Please contact Courtney Lindsay, Staff Attorney, at (202) 551 -7237 or Celeste M. Murphy, Legal Branch Chief, at (202) 551 -3257 with any other questions. Sincerely, /s/ Celeste M. Murphy for Larry Spirgel Assistant Director AD Office 11 – Telecommunications