SEC Company Response from Sea Ltd (SE) (CIK 0001703399) (SE) — Oct 17, 2017
Sea Ltd (SE) (CIK 0001703399)
Date: Oct. 17, 2017 · CIK: 0001703399 · Accession: 0001193125-17-311599
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-38237, 333-220571
Letter
COMPANY'S ACCELERATION REQUEST
Sea Limited
1 Fusionopolis Place, #17-10, Galaxis
Singapore 138522
October 17, 2017
VIA EDGAR CORRESPONDENCE AND FACSIMILE
Mr. Larry Spirgel, Assistant Director
Ms. Celeste M. Murphy, Legal Branch Chief
Mr. Courtney Lindsay, Staff Attorney
Mr. Terry French, Accountant Branch Chief,
Mr. Charles Eastman, Staff Accountant
AD Office 11 – Telecommunications
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Sea Limited (CIK: 0001703399)
Registration Statement on Form F-1 (File No. 333-220571)
Registration Statement on Form 8-A (File No. 001-38237)
Ladies and Gentlemen:
In accordance with Rule 461 of Regulation C (“Rule 461”) of the General Rules and Regulations under the Securities Act of 1933, as amended, Sea Limited (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1 (the “F-1 Registration Statement”) be accelerated to and that the F-1 Registration Statement become effective at 4:30 p.m., Eastern Standard Time, on October 19, 2017, or as soon thereafter as practicable.
The Company also requests that the Registration Statement on Form 8-A under the Securities Exchange Act of 1934, as amended, covering the American depositary shares representing Class A ordinary shares of the Company, be declared effective concurrently with the F-1 Registration Statement (the F-1 Registration Statement, together with the Registration Statement on Form 8-A, the “Registration Statements”).
If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461. The request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Kirkland & Ellis International LLP.
The Company understands that Goldman Sachs (Asia) L.L.C., Morgan Stanley & Co. International plc and Credit Suisse Securities (USA) L.L.C., the representatives of the underwriters of the offering, have joined in this request in a separate letter filed with the Securities and Exchange Commission today.
[Signature page follows]
Very truly yours,
SEA LIMITED
Show Raw Text
CORRESP 1 filename1.htm COMPANY'S ACCELERATION REQUEST Sea Limited 1 Fusionopolis Place, #17-10, Galaxis Singapore 138522 October 17, 2017 VIA EDGAR CORRESPONDENCE AND FACSIMILE Mr. Larry Spirgel, Assistant Director Ms. Celeste M. Murphy, Legal Branch Chief Mr. Courtney Lindsay, Staff Attorney Mr. Terry French, Accountant Branch Chief, Mr. Charles Eastman, Staff Accountant AD Office 11 – Telecommunications Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Sea Limited (CIK: 0001703399) Registration Statement on Form F-1 (File No. 333-220571) Registration Statement on Form 8-A (File No. 001-38237) Ladies and Gentlemen: In accordance with Rule 461 of Regulation C (“Rule 461”) of the General Rules and Regulations under the Securities Act of 1933, as amended, Sea Limited (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1 (the “F-1 Registration Statement”) be accelerated to and that the F-1 Registration Statement become effective at 4:30 p.m., Eastern Standard Time, on October 19, 2017, or as soon thereafter as practicable. The Company also requests that the Registration Statement on Form 8-A under the Securities Exchange Act of 1934, as amended, covering the American depositary shares representing Class A ordinary shares of the Company, be declared effective concurrently with the F-1 Registration Statement (the F-1 Registration Statement, together with the Registration Statement on Form 8-A, the “Registration Statements”). If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461. The request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Kirkland & Ellis International LLP. The Company understands that Goldman Sachs (Asia) L.L.C., Morgan Stanley & Co. International plc and Credit Suisse Securities (USA) L.L.C., the representatives of the underwriters of the offering, have joined in this request in a separate letter filed with the Securities and Exchange Commission today. [Signature page follows] Very truly yours, SEA LIMITED By: /s/ Forrest Xiaodong Li Name: Forrest Xiaodong Li Title: Chairman and Group Chief Executive Officer