SecProbe.io

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 July 29, 2025

Tony Hou
Chief Financial Officer
Sea Limited
1 Fusionopolis Place, #17-10, Galaxis
Singapore 138522

 Re: Sea Limited
 Form 20-F for Fiscal Year Ended December 31, 2024
 File No. 001-38237
Dear Tony Hou:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 July 18, 2025

 BY EDGAR

 Division of Corporat ion Finance
 Office of Trade & Services
 U.S. Securities and Exchange Commission
 100 F Street, N.E.
 Washington, DC 20549

 Attn:

 Robert Shapiro
 Lyn Shenk

 Re:

 Sea Limited
 Form 20-F for Fiscal Year Ended December 31, 2024
 Filed April 17, 2025
 File No. 001-38237

 Dear Mr. Shapiro and M r . Shenk:

 We hereby provide responses to the comments received from the staff (the “ Staff ”) of the U.S. Securities and Exchange
 Commission by letter dated July 7, 2025 (the “ Comment Letter ”) with respect to the above-referenced Form 20-F (the “ Form 20-F ”) of Sea Limited (the “ Company ”) .

 The headings and paragraph numbers in this letter correspond to those contained in the Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of the
 Staff’s comments in italics below. Capitalized terms used but not defined herein have the meanings given to them in the Form 20-F.

 Form 20-F for Fiscal Year Ended December 31, 2024

 Item 5. Operating and Financial Review and Prospects
 A. Operating Results
 Results of Operations
 Year Ended December 31, 2024 Compared to Year Ended December 31, 2023, page 97

 Securities and Exchange Commission
 July 18, 2025
 Page 2

 1.

 Please revise to quantify factors to which changes are attributed, including the extent to which changes are attributable to changes in prices or to changes in the volume or amount of
 services or products being sold or to the introduction of new products and services. For example, quantify the impact of growth in GMV on E-Commerce revenue and disclose factors and underlying business reasons for the growth in your credit
 business. Refer to Item 5 and Item 5.A.1 of Form 20-F.

 Response

 We respectfully submit further details regarding factors contributing to the year-on-year growth in our e-commerce service and digital financial services revenues below. In response to the Staff’s comments, in future
 Form 20-F filings, we will further elaborate, with greater quantification, the main factors to which changes in our businesses are attributed.

 E-commerce:
 The 37.8% increase in our e-commerce service revenue, from US$7.9 billion in fiscal year 2023 to US$10.9 billion in fiscal year 2024, was primarily attributable to the growth in Shopee’s gross merchandise value (“ GMV ”)
 and secondarily attributable to an increase in the rate of monetization on the GMV.

 Shopee’s GMV grew 28.0% from US$78.5 billion in fiscal year 2023 to US$100.5 billion in fiscal year 2024, as disclosed on page 97 of the Form 20-F. We believe this growth was driven by overall online consumption
 growth in our markets as well as continual improvements in our service offerings, such as faster delivery, enhanced user engagement with better e-commerce content, and greater efficiency in advertising and search.

 These improvements also helped to improve the monetization rate of our e-commerce platform, which can be calculated by dividing e-commerce service revenue by GMV. The monetization rate of our e-commerce platform
 increased by 80 basis points from 10.0% in fiscal year 2023 to 10.8% in fiscal year 2024. As disclosed on pages F-38, 54 and 90 of the Form 20-F, Shopee primarily monetizes by charging sellers and/or buyers (i) commissions on transactions, (ii)
 fees for value-added services such as logistics services, and (iii) fees for advertising services.

 Digital Financial Services:
 The 34.6% increase in our digital financial services revenue, from US$1.8 billion in fiscal year 2023 to US$2.4 billion in fiscal year 2024, was primarily driven by the growth of our loan book. Loans receivable grew
 67.4% from US$2.5 billion as at December 31, 2023 to US$4.2 billion as at December 31, 2024, as disclosed on page 97 of the Form 20-F. Approximately 95% of our loans receivable as of December 31, 2024 were attributable to consumer and SME loans as
 provided on page F-48 of the Form 20-F. We believe this growth was mainly driven by a few factors including growth of our e-commerce platform, deepening penetration of our consumer lending activities on the platform, and expansion of our credit
 product offerings off our e-commerce platform.

 Securities and Exchange Commission
 July 18, 2025
 Page 3

 Notes to Consolidated Financial Statements
 Note 21. Segment Reporting, page F-74

 2.

 Please disclose how your CODM uses the reported measure of segment profit or loss in assessing performance and allocating resources. Refer to ASC 280-10-50-29f and ASC 280-10-55-47bb.

 Response

 We respectfully submit that the CODM evaluates each segment’s financial performance by reviewing revenue, significant operating expenses, and segment operating income or loss. To allocate
 resources for each segment, the CODM evaluates these results, along with certain key operating metrics of each segment. This assessment is done regularly by monitoring each segment’s actual financial and operating performance against projections as
 part of the Company’s business planning and budgeting process. We will supplement future Form 20-F filings with this information.

 3.

 Please tell us how you considered the requirement to disclose the amount of revenues generated from Singapore, your country of domicile. Refer to ASC 280-10-50-41a.

 Response

 We respectfully submit that the Company is inc orporated in the Cayman Islands, and   its
 revenues generated from the Cayman Islands have been negligible for all years since the Company’s inception. In response to the Staff’s comment, we respectfully advise that revenues generated from Singapore were US$659.1 million, US$506.5 million,
 and US$507.8 million for the fiscal years ended December 31, 2024, 2023, and 2022, respectively, and we will also include the amount of revenues generated from Singapore
 in future Form 20-F filings.

 * * * * *

 Securities and Exchange Commission
 July 18, 2025
 Page 4

 Please contact Dwight S. Yoo at (212)-735-2573 or Dwight.Yoo@skadden.com if the Staff has any questions or requires additional information.

 Very truly yours,

 /s/ Tony Tianyu Hou

 cc:

 Yanjun Wang, Sea Limited

 Dwight S. Yoo, Skadden, Arps, Slate, Meagher & Flom LLP

<DOCUMENT>
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<TEXT>
 July 7, 2025

Tony Hou
Chief Financial Officer
Sea Limited
1 Fusionopolis Place, #17-10, Galaxis
Singapore 138522

 Re: Sea Limited
 Form 20-F for Fiscal Year Ended December 31, 2024
 File No. 001-38237
Dear Tony Hou:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 20-F for Fiscal Year Ended December 31, 2024
Item 5. Operating and Financial Review and Prospects
Results of Operations
Year Ended December 31, 2024 Compared to Year Ended December 31, 2023
Revenue, page 97

1. Please revise to quantify factors to which changes are attributed,
including the extent
 to which changes are attributable to changes in prices or to changes in
the volume or
 amount of services or products being sold or to the introduction of new
products and
 services. For example, quantify the impact of growth in GMV on
E-Commerce
 revenue and disclose factors and underlying business reasons for the
growth in your
 credit business. Refer to Item 5 and Item 5.A.1 of Form 20-F.
 July 7, 2025
Page 2
Notes to Consolidated Financial Statements
Note 21. Segment Reporting, page F-74

2. Please disclose how your CODM uses the reported measure of segment
profit or loss
 in assessing performance and allocating resources. Refer to ASC
280-10-50-29f and
 ASC 280-10-55-47bb.
3. Please tell us how you considered the requirement to disclose the amount
of revenues
 generated from Singapore, your country of domicile. Refer to ASC
280-10-50-41a.

 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Robert Shapiro at 202-551-3273 or Lyn Shenk at
202-551-3380 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
February 13, 2024
Tony Tianyu Hou
Chief Financial Officer
Sea Limited
1 Fusionopolis Place, #17-10
Galaxis Singapore 138522
Re:Sea Limited
Form 20-F for Fiscal Year Ended December 31, 2022
Filed April 6, 2023
File No. 001-38237
Dear Tony Tianyu Hou:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

            February 8, 2024

    BY EDGAR

    Division of Corporation Finance

    Office of Trade & Services

    U.S. Securities and Exchange Commission

    100 F Street, N.E.

    Washington, DC 20549

          Attn:

            Amy Geddes

    Doug Jones

          Re:

            Sea Limited

    Form 20-F for Fiscal Year Ended December 31, 2022

    Filed April 6, 2023

    File No. 001-38237

    Dear Ms. Geddes and Mr. Jones:

    We hereby provide responses to the comments received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission by letter dated January 26, 2024 (the “Comment

        Letter”) with respect to the above-referenced Form 20-F (the “Form 20-F”) of Sea Limited.

    The headings and paragraph numbers in this letter correspond to those contained in the Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of the
      Staff’s comments in italics below. Capitalized terms used but not defined herein have the meanings given to them in the Form 20-F.

    Form 20-F for Fiscal Year Ended December 31, 2022

    Item 5. Operating and Financial Review and Prospects

    A. Operating Results

    Results of Operations

    Year Ended December 31, 2022 Compared to Year Ended December 31, 2021, page 97

            Securities and Exchange Commission

            February 8, 2024

            Page 2

          1.

            Your response to prior comment 1 cites the presentation of certain metrics outside of this section. It appears some of these metrics are presented only for periods within fiscal 2022. To the
              extent these metrics are used as part of your comparative discussion and analysis of results of operations, please present these metrics for each period discussed. Further, you have represented that in future filings you will either repeat or
              cross-reference certain metrics cited in your response. Please include any metrics cited as part of your discussion as opposed to cross-referencing here or in other portions of this section referred to in your responses for the reader’s
              convenience. Note the introductory paragraph of Item 5 of Form 20-F states the “discussion must include other statistical data that the company believes will enhance a reader’s understanding ...”

    Response

    In response to the Staff’s comment, in future 20-F filings, we will present the metrics used as part of our comparative discussion and analysis of results of operations for each period discussed and
      include such metrics in Item 5 of Form 20-F.

          2.

            Refer to your response to prior comment 3. Please disclose the impact digital financial services had on gross profit and gross margin, as digital financial services appears to be a material
              component of your “e-commerce and other services” category. Additionally, information in your response regarding margins of the respective revenue sources noted appears to be useful information for investors to better understand your
              operations; please consider disclosing this.

    Response

    In response to the Staff’s comment, in future 20-F filings including in our Annual Report on Form 20-F for the year ended December 31, 2023, which will be filed later this year, in the Selected
      Consolidated Statements of Operations Data section of Item 5, we will separately present gross profit and gross margin for Digital Financial Services for each period discussed. We will also include information regarding margins of the respective
      revenue sources.

    B. Liquidity and Capital Resources

    Cash Flows and Working Capital

    Operating Activities, page 102

          3.

            Refer to your response to prior comment 5. You refer to announcements in earnings calls during fiscal 2022 regarding overall cost saving initiatives and G&A and R&D expense patterns
              occurring in fiscal 2022. However, it does not appear that such discussion is included in the analysis of the change in operating cash flows for fiscal 2022 in the Form 20-F. This information appears to describe circumstances directly
              impacting operating cash that is useful to investors that should be disclosed. Your response also mentions the decrease in accrued expenses and other payables negatively impacted operating cash flows yet you state the reason for the decreased
              accruals was due to cost saving initiatives the suggests increased operating cash flow. We remind you that citing changes in working capital items, among other items, reported in the statement of cash flows may not provide a sufficient basis
              to understand why the amount of reported operating cash changed between periods. In this regard, refer to section III.D of Release No. 33-6835, section IV.B.1 of Release No.33-8350 and Release No. 33-10890 for guidance.

            Securities and Exchange Commission

            February 8, 2024

            Page 3

    Response

    In response to the Staff’s comment, in future 20-F filings, we will include narrative discussion that would be useful to investors to understand our operating cash flows. We also
      acknowledge the Staff’s comment to provide disclosure that provides a sufficient basis to understand why the amount of reported operating cash changed between periods.

    E. Critical Accounting Estimates, page 107

          4.

            Refer to your response to prior comment 7. In your response you refer to disclosure contained in the notes to the financial statements that is applicable to your disclosure here. Please note
              your disclosure here should supplement, not duplicate, the description of accounting policies in the notes to the financial statements pursuant to the first paragraph of Item 5.E of Form 20-F. Please revise your disclosure here to include
              insight into the quality, sensitivity and variability regarding the material factors, assumptions, judgments and uncertainties that have materially affected or may materially affect amounts reported for the critical estimate items disclosed.

    Response

    In response to the Staff’s comment, in future 20-F filings, we will revise our disclosure to include insight into the quality, sensitivity and variability regarding the materials
      factors, assumptions, judgments and uncertainties that have materially affected or may materially affect amounts reported for the critical estimate items disclosed. We acknowledge the Staff’s comment to supplement, and not duplicate where
      practicable, the description of the accounting policies in the notes to the financial statements.

    Notes to the Consolidated Financial Statements

    Note 2. Summary of Significant Accounting Policies

    (o) Revenue recognition

    (i) Digital entertainment revenue, page F-36

          5.

            Refer to your response to prior comment 9. Once funds for escrow payables and advances from customers are transferred to deferred revenue, please explain to us and disclose the basis of how
              amounts are reclassified from deferred revenue to revenue. Refer to ASC 606-10-50-9 and 10.

    Response

    We respectfully advise the Staff that revenue is reclassified from deferred revenue into revenue in accordance
        with the timing of satisfaction of our performance obligation. This may be based on the users’ playing behavior which we recognize over the average playing period of paying users as services are rendered, or based on the consumption pattern of
        virtual items which could be instantaneous for consumables or over the estimated average lifespan of the items for the rest.

            Securities and Exchange Commission

            February 8, 2024

            Page 4

    (iii) Digital financial services, page F-38

          6.

            Refer to prior comment 8. Regarding loans granted to consumer customers, please consider disclosing in an appropriate place in your filing their nature, purpose and terms, including length,
              repayment and interest rates. We did not notice disclosure in this regard in your filing. As loans receivables with consumer customers is one of your largest assets, providing further information about it appears to be useful information to
              investors to better understand your business.

    Response

    In response to the Staff’s comment, in future 20-F filings, we will include additional disclosure regarding our loans receivables deemed to be useful information for investors to
      better understand our business.

    Note 21. Segment Reporting, page F-72

          7.

            Refer to your response to prior comment 14. Please revise your disclosure to specifically state you do not allocate assets to reporting segments. Refer to ASC 280-10-50-26.

    Response

    In response to the Staff’s comment, in future 20-F filings, we will specifically state that we do not allocate assets to reporting segments.

    * * * * *

            Securities and Exchange Commission

            February 8, 2024

            Page 5

    Please contact Dwight S. Yoo at (212)-735-2573 or Dwight.Yoo@skadden.com if the Staff has any questions or requires additional information.

    Very truly yours,

    /s/ Tony Tianyu Hou

          cc:

            Yanjun Wang, Sea Limited

    Dwight S. Yoo, Skadden, Arps, Slate, Meagher & Flom LLP

United States securities and exchange commission logo
January 26, 2024
Tony Tianyu Hou
Chief Financial Officer
Sea Limited
1 Fusionopolis Place, #17-10
Galaxis Singapore 138522
Re:Sea Limited
Form 20-F for Fiscal Year Ended December 31, 2022
Filed April 6, 2023
File No. 001-38237
Dear Tony Tianyu Hou:
            We have reviewed your January 12, 2024 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our December 11, 2023
letter.
Form 20-F for Fiscal Year Ended December 31, 2022
Item 5. Operating and Financial Review and Prospects
A. Operating Results
Results of Operations
Year Ended December 31, 2022 Compared to Year Ended December 31, 2021, page 97
1.Your response to prior comment 1 cites the presentation of certain metrics outside of this
section. It appears some of these metrics are presented only for periods within fiscal 2022.
To the extent these metrics are used as part of your comparative discussion and analysis of
results of operations, please present these metrics for each period discussed. Further, you
have represented that in future filings you will either repeat or cross-reference certain
metrics cited in your response. Please include any metrics cited as part of your discussion
as opposed to cross-referencing here or in other portions of this section referred to in your
responses for the reader's convenience. Note the introductory paragraph of Item 5 of Form

 FirstName LastNameTony Tianyu Hou
 Comapany NameSea Limited
 January 26, 2024 Page 2
 FirstName LastNameTony Tianyu Hou
Sea Limited
January 26, 2024
Page 2
20-F states the "discussion must include other statistical data that the company believes
will enhance a reader's understanding ..."
2.Refer to your response to prior comment 3. Please disclose the impact digital financial
services had on gross profit and gross margin, as digital financial services appears to be a
material component of your "e-commerce and other services" category. Additionally,
information in your response regarding margins of the respective revenue sources noted
appears to be useful information for investors to better understand your operations; please
consider disclosing this.
B. Liquidity and Capital Resources
Cash Flows and Working Capital
Operating Activities, page 102
3.Refer to your response to prior comment 5. You refer to announcements in earnings calls
during fiscal 2022 regarding overall cost saving initiatives and G&A and R&D
expense patterns occurring in fiscal 2022. However, it does not appear that such
discussion is included in the analysis of the change in operating cash flows for fiscal 2022
in the Form 20-F.  This information appears to describe circumstances directly
impacting operating cash that is useful to investors that should be disclosed. Your
response also mentions the decrease in accrued expenses and other payables negatively
impacted operating cash flows yet you state the reason for the decreased accruals was due
to cost saving initiatives the suggests increased operating cash flow. We remind you that
citing changes in working capital items, among other items, reported in the statement of
cash flows may not provide a sufficient basis to understand why the amount of reported
operating cash changed between periods. In this regard, refer to section III.D of Release
No. 33-6835, section IV.B.1 of Release No.33-8350 and Release No. 33-10890 for
guidance.
E. Critical Accounting Estimates, page 107
4.Refer to your response to prior comment 7. In your response you refer to disclosure
contained in the notes to the financial statements that is applicable to your disclosure
here. Please note your disclosure here should supplement, not duplicate, the description of
accounting policies in the notes to the financial statements pursuant to the first paragraph
of Item 5.E of Form 20-F.  Please revise your disclosure here to include insight into the
quality, sensitivity and variability regarding the material factors, assumptions, judgments
and uncertainties that have materially affected or may materially affect amounts reported
for the critical estimate items disclosed.

 FirstName LastNameTony Tianyu Hou
 Comapany NameSea Limited
 January 26, 2024 Page 3
 FirstName LastName
Tony Tianyu Hou
Sea Limited
January 26, 2024
Page 3

Notes to the Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
(o) Revenue recognition
(i) Digital entertainment revenue, page F-36
5.Refer to your response to prior comment 9.  Once funds for escrow payables and advances
from customers are transferred to deferred revenue, please explain to us and disclose the
basis of how amounts are reclassified from deferred revenue to revenue. Refer to ASC
606-10-50-9 and 10.
(iii) Digital financial services, page F-38
6.Refer to prior comment 8. Regarding loans granted to consumer customers, please
consider disclosing in an appropriate place in your filing their nature, purpose and terms,
including length, repayment and interest rates. We did not notice disclosure in this regard
in your filing. As loans receivables with consumer customers is one of your
largest assets, providing further information about it appears to be useful information to
investors to better understand your business.
Note 21. Segment Reporting, page F-72, page F-72
7.Refer to your response to prior comment 14. Please revise your disclosure to specifically
state you do not allocate assets to reporting segments. Refer to ASC 280-10-50-26.
            Please contact Amy Geddes at 202-551-3304 or Doug Jones at 202-551-3309 if you have
questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

      January 12, 2024

      BY EDGAR

      Division of Corporation Finance

      Office of Trade & Services

      U.S. Securities and Exchange Commission

      100 F Street, N.E.

      Washington, DC 20549

            Attn:

              Amy Geddes

      Doug Jones

            Re:

              Sea Limited

      Form 20-F for the Fiscal Year Ended December 31, 2022

      Filed April 6, 2023

      File No. 001-38237

      Dear Ms. Geddes and Mr. Jones:

      We hereby provide responses to the comments received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission by letter dated December 5, 2023 (the “Comment

          Letter”) with respect to the above-referenced Form 20-F (the “Form 20-F”) of Sea Limited.

      The headings and paragraph numbers in this letter correspond to those contained in the Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of the
        Staff’s comments in italics below. Capitalized terms used but not defined herein have the meanings given to them in the Form 20-F.

      Form 20-F for Fiscal Year Ended December 31, 2022

      Item 5. Operating and Financial Review and Prospects

      A. Operating Results

      Results of Operations

      Year Ended December 31, 2022 Compared to Year Ended December 31, 2021, page 97

          Securities and Exchange Commission

          January 12, 2024

          Page 2

            1.

              Please revise your discussion of year over year changes in operating results to include more fulsome information supporting your explanations for each change. For example, you state the
                decrease in revenue in Digital Entertainment for fiscal 2022 is due to ongoing moderation in user engagement and monetization, but you do not provide any metrics on an annual basis (such as number of users, new accounts per month, active
                users or average digital purchase dollars per user) or other relevant information to understand the reason for the decrease. Similarly, you state the increase in revenue in Ecommerce and other services for fiscal 2022 is due to improved
                monetization in your ecommerce business and the growth of your credit business, but do not provide information such as average transaction value, quantification of the growth in your credit business, changes in interest rates, number of
                loans outstanding, average value per loan outstanding or other relevant information to understand the reason for the increase. Refer to the guidance in the appropriate sections of Item 5 and related instructions thereto of Form 20-F. Please
                note material variances in other line items presented should be similarly analyzed.

      Response

      We respectfully advise the Staff that we disclosed information supporting our explanations for the year-over-year changes and overall trends in the Form 20-F. In response to the Staff’s comment, in future 20-F
        filings, for easier reference by investors, we will repeat or cross-reference to, and as appropriate supplement, this information in the applicable place in Item 5, as described in additional detail below.

      With respect to ongoing moderation in user engagement and monetization in our digital entertainment business, we disclosed bookings, the aggregate number of active users (“Game QAU”) and the aggregate number
        of paying users (“Game QPU”) during each quarterly period in the year on page 53 of the Form 20-F. In future 20-F filings, we will repeat or cross-reference to this information in Item 5.

      With respect to improved monetization in our marketplace e-commerce business, Shopee (“Shopee”), we disclosed gross merchandise value (“GMV”) and orders on page 49 and revenue data on page 92 of the
        Form 20-F. Average order value on Shopee can be readily calculated by dividing GMV by orders, and was approximately US$10 for the year ended December 31, 2022. Similarly, monetization, which can be derived by taking our e-commerce business revenue
        as disclosed on page 100 of Form 20-F divided by GMV, improved from 8.2% in the year ended December 31, 2021 to 9.9% in the year ended December 31, 2022. In future 20-F filings, we will repeat or cross-reference to this information, and supplement
        this information with these mathematical calculations, in Item 5.

      With respect to the growth of our credit business, our loans receivable grew from US$1.5 billion for the year ended December 31, 2021 to US$2.1 billion for the year ended December 31, 2022, as disclosed in our
        consolidated balance sheets in the Form 20-F. As disclosed on page 54 of the Form 20-F, for the fiscal year 2022, we provided credit offerings primarily to select Shopee users including Shopee buyers and sellers. As disclosed on page 136 in the
        Form 20-F, the dollar amount per individual loan receivable is relatively small. Based on our total loan balance outstanding and number of loans outstanding as of December 31, 2022, our average loan size was approximately US$20. The tenure of such
        loans is short, generally in the range of 3 to 12 months, as publicly displayed on our websites or in our Shopee app, where such loans are offered. Please see our response to Comment 8 below for more information.

          Securities and Exchange Commission

          January 12, 2024

          Page 3

      We will continue to monitor the year-over-year changes in our business and disclose and discuss any material updates.

            2.

              Please explain to us and reconcile the amounts presented for “E-commerce and other services” and “Sales of goods” on page 96 to the amounts
                  presented for “E-commerce,” “Digital Financial Services” and “Other Services” presented on pages 100 and 101. In connection with this, it appears revenue, cost of revenue and gross profit of “Digital Financial Services” are included in
                  the respective amounts for “E-commerce and other services” but appears material for fiscal 2022 for
                  separate presentation and analysis. Please consider separate presentation on this basis so that investors may better understand your operations.

      Response

      We respectfully advise the Staff that as shown in the “Selected Consolidated Statements of Operations Data” table on page 96 of the Form 20-F, for the year ended December 31, 2022, service revenue for e-commerce and
        other services was US$7,463,173 and sales of goods was US$1,109,369, which totals US$8,572,542. This amount reconciles to the sum of revenue for E-commerce (US$7,288,677), Digital Financial Services (US$1,221,996) and Other Services (US$61,869) as
        shown in the table at the bottom of page 100 of the Form 20-F (amounts expressed in thousands of US dollars in this paragraph).

      In response to the Staff’s comment, we will provide the individual breakdown of our revenue by type and operating segment in future 20-F filings in Item 5.

            3.

              Please explain to us and consider disclosing as appropriate the basis for the level of the gross margins for each of digital entertainment,
                  e-commerce and other services and sales of goods reported on pages 97 and 99 and the reason for the variation in the gross margins between these operations so that investors may have a better understanding of the contribution of each of
                  these operations to your results.

      Response

      We respectfully submit that the basis for gross margin for each of our business segments and the reason for the variations in the gross margins are mainly due to the different nature of our businesses. As disclosed
        on page 97 of the Form 20-F, our group gross profit was US$3.9 billion in the fiscal year 2021 and US$5.2 billion in fiscal year 2022 and our group gross margins were 39.1% and 41.6% in fiscal years 2021 and 2022, respectively. Our digital
        entertainment segment had gross margins of 71.5% and 72.2% in fiscal years 2021 and 2022, respectively. Service revenue pertaining to our e-commerce and other services segment had gross margins of 16.2% and 30.4% in fiscal years 2021 and 2022,
        respectively. Sales of goods had gross margins of 6.3% and 10.5% in fiscal years 2021 and 2022, respectively.

          Securities and Exchange Commission

          January 12, 2024

          Page 4

      As disclosed on page 93 of the Form 20-F, we generate revenue from our digital entertainment business primarily by selling in-game items to our online game players. Gross margins in our digital entertainment segment
        are relatively high mainly because of the digital nature of the production and sale of the virtual items in our games. By comparison, e-commerce and other services involve more significant physical operations, including logistics which includes
        costs associated with the storage and delivery of the goods sold by sellers on Shopee. As such, our e-commerce and other services have lower gross margins compared to our digital entertainment business. Sales of physical goods, by comparison,
        involves the cost of purchasing products from manufacturers or third parties and, accordingly, reflects even lower gross margins.

            4.

              You disclose the provision for credit losses increased 337.5% for fiscal 2022 primarily driven by increases in the growth in your loan book. However, your gross loans receivable balance
                only increased 42% as of December 31, 2022 compared to December 31, 2021. Please tell us whether there were specific changes in borrower characteristics or standards leading to this increase in default, and/or whether this increase was
                related to specific unusual events or circumstances.

      Response

      We respectfully advise the Staff that the 337.5% increase represented the year-over-year change in the aggregate credit loss provisioning expense recognized on the income statement during the course of fiscal year
        2022, while the 42% increase represented the growth in the loans receivable balance recorded on the balance sheet at year-end 2022.

      Given the short tenure of our loans, as discussed in our responses to Comments 1 and 8, our loan cycle is generally less than one year. Short tenure loans that are disbursed and repaid during the course of the fiscal
        year increase our total loan book subject to potential credit loss provisioning, but will not be reflected in the loans receivable balance at fiscal year-end. An increase in our lending activity will therefore generally increase our annual credit
        loss provisioning expense during the year at a higher rate than our outstanding gross loans receivable balance at year-end.

      We respectfully advise the Staff that the increase in the provision for credit losses, as indicated in our disclosures, was driven primarily by growth in the loan book. As identified on page 29 of the Form 20-F, the
        allowance for credit losses is based on our historical credit loss experience, adjusted for forward-looking factors specific to the receivables and economic environment, and the allowance we make for credit losses are calculated on an aggregate
        basis for various customer segments that are considered to have similar credit characteristics and risk of loss. We respectfully submit that there were no material changes in borrower characteristics or standards leading to the increase in credit
        provisioning, and this increase was not related to any material unusual events or circumstances.

          Securities and Exchange Commission

          January 12, 2024

          Page 5

      B. Liquidity and Capital Resources

      Cash Flows and Working Capital

      Operating Activities, page 102

            5.

              You state the decrease in the change in escrow payables and advances from customers for fiscal 2022 is in line with GMV growth. Please disclose how these two items correlate to impact your
                operating cash flows and the extent thereof between fiscal 2022 and 2021. You also refer to a decrease in the change in accrued expenses and other payables as a factor in the change in operating cash flows between fiscal 2022 and 2021, but
                it is not clear how the change in these accrued balances between the respective year end dates impacts the amount of operating cash expended for the noted marketing and welfare expenses for the entirety of fiscal 2022 relative to the
                entirety of fiscal 2021. It also appears from the significant increases in general and administrative expenses and research and development expenses in fiscal 2022 relative to fiscal 2021 reported in the statements of operations that cash
                expended for these in each year may have impacted the amount of the change in operating cash flows between these years. Note merely citing changes in results, working capital items and noncash items reported in the statement of cash flows
                may not provide a sufficient basis to understand why the amount of operating cash changed between periods. Refer to Item 5 of Form 20-F (as directed by Form F-1), in particular the introductory paragraph thereof and instructions 1 and 9 of
                instructions to Item 5, section III.D of Release No. 33-6835, section IV.B.1 of Release No. 33-8350 and Release No. 33-10890 for guidance.

      Response

      We respectfully advise the Staff that Shopee operates as a marketplace whereby we hold payments made by customers in certain designated accounts held by us until the ordered products are received or deemed to have
        been received by the customer, which is recorded as escrow payables and advances from customers until they are withdrawn by the sellers, as disclosed on page 51 of the Form 20-F under Item 4.B.

      Based on information disclosed in our Form 20-Fs for the three years ended December 31, 2022, our e-commerce business GMV increased by approximately 77% in fiscal year 2021 and 18% in fiscal year 2022. Thus, the GMV
        growth rate declined by approximately 77% in fiscal year 2022. Meanwhile, the change in escrow payables and advances from customers’ cash flow declined by approximately 74% in fiscal year 2022.

      We respectfully advise the Staff that, as announced in our third quarter 2022 earnings conference call, we “shifted our mindset and focus from growth to achieving self-sufficiency and profitability,” “accelerated
        cost saving initiatives in our business operations” and “[a]cross all businesses and markets, we reviewed and reduced headcount, decreased existing spending and future investment commitments on office space and logistics facilities, and tightened
        travel and entertainment policies.” This is in comparison to the beginning of 2022, when we were “focus[ed] on strong execution with balanced growth and efficiency” as shared on our first quarter 2022 earnings conference call.

          Securities and Exchange Commission

          January 12, 2024

          Page 6

      In line with these cost saving initiatives announced in our third quarter 2022 earnings conference call, there was a decrease in change in accrued expenses and other payables relating to marketing and welfare
        expenses in fiscal year 2022. The decrease in the accrued expenses and other payables balances as of December 31, 2022 negatively impacted operating cash flow.

      Despite the cost saving initiatives mentioned above, as the Staff observed, general and administrative expenses and research and development expenses, however, still increased overall for fiscal year 2022. This was
        primarily because of spending that took place earlier in the year, in line with what was announced on our f

CORRESP
1
filename1.htm

                December 8, 2023

      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:

                Amy Geddes

      Doug Jones

                  Re:

                    Sea Limited

      Form 20-F for the Fiscal Year Ended December 31, 2022

      Filed April 6, 2023

      File No. 001-38237

      Dear Ms. Geddes and Mr. Jones:

      Sea Limited (the “Company”) confirms that it has received the letter
        dated December 5, 2023 (the “Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange
        Commission with respect to the above-referenced Form 20-F. The Company respectfully requests an extension and expects to respond to the comments in the Comment Letter on or before Friday, January 12, 2024.

      Please contact Dwight S. Yoo at (212) 735-2573 or Dwight.Yoo@skadden.com if the Staff has any questions or requires additional information.

                Very truly yours,

                /s/ Tony Tianyu Hou

                  cc:

                Yanjun Wang, Sea Limited

                  Dwight S. Yoo, Skadden, Arps, Slate, Meagher & Flom LLP

United States securities and exchange commission logo
December 5, 2023
Tony Tianyu Hou
Chief Financial Officer
Sea Limited
1 Fusionopolis Place, #17-10
Galaxis Singapore 138522
Re:Sea Limited
Form 20-F for Fiscal Year Ended December 31, 2022
Filed April 6, 2023
File No. 001-38237
Dear Tony Tianyu Hou:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 20-F for Fiscal Year Ended December 31, 2022
Item 5. Operating and Financial Review and Prospects
A. Operating Results
Results of Operations
Year Ended December 31, 2022 Compared to Year Ended December 31, 2021, page 97
1.Please revise your discussion of year over year changes in operating results to include
more fulsome information supporting your explanations for each change. For example,
you state the decrease in revenue in Digital Entertainment for fiscal 2022 is due to
ongoing moderation in user engagement and monetization, but you do not provide any
metrics on an annual basis (such as number of users, new accounts per month, active
users or average digital purchase dollars per user) or other relevant information to
understand the reason for the decrease. Similarly, you state the increase in revenue in E-
commerce and other services for fiscal 2022 is due to improved monetization in your e-
commerce business and the growth of your credit business, but do not provide information
such as average transaction value, quantification of the growth in your credit business,

 FirstName LastNameTony Tianyu Hou
 Comapany NameSea Limited
 December 5, 2023 Page 2
 FirstName LastNameTony Tianyu Hou
Sea Limited
December 5, 2023
Page 2
changes in interest rates, number of loans outstanding, average value per loan outstanding
or other relevant information to understand the reason for the increase. Refer to the
guidance in the appropriate sections of Item 5 and related instructions thereto of Form 20-
F. Please note material variances in other line items presented should be similarly
analyzed.
2.Please explain to us and reconcile the amounts presented for "E-commerce and other
services" and "Sales of goods" on page 96 to the amounts presented for "E-commerce,"
"Digital Financial Services" and "Other Services" presented on pages 100 and 101.  In
connection with this, it appears revenue, cost of revenue and gross profit of "Digital
Financial Services" are included in the respective amounts for "E-commerce and other
services" but appears material for fiscal 2022 for separate presentation and
analysis. Please consider separate presentation on this basis so that investors may better
understand your operations.
3.Please explain to us and consider disclosing as appropriate the basis for the level of the
gross margins for each of digital entertainment, e-commerce and other services and sales
of goods reported on pages 97 and 99 and the reason for the variation in the gross margins
between these operations so that investors may have a better understanding of the
contribution of each of these operations to your results.
4.You disclose the provision for credit losses increased 337.5% for fiscal 2022 primarily
driven by increases in the growth in your loan book. However, your gross loans receivable
balance only increased 42% as of December 31, 2022 compared to December 31, 2021.
Please tell us whether there were specific changes in borrower characteristics or standards
leading to this increase in default, and/or whether this increase was related to specific
unusual events or circumstances.
B. Liquidity and Capital Resources
Cash Flows and Working Capital
Operating Activities, page 102
5.You state the decrease in the change in escrow payables and advances from customers for
fiscal 2022 is in line with GMV growth.  Please disclose how these two items correlate to
impact your operating cash flows and the extent thereof between fiscal 2022 and 2021.
You also refer to a decrease in the change in accrued expenses and other payables as a
factor in the change in operating cash flows between fiscal 2022 and 2021, but it is not
clear how the change in these accrued balances between the respective year end dates
impacts the amount of operating cash expended for the noted marketing and welfare
expenses for the entirety of fiscal 2022 relative to the entirety of fiscal 2021.  It also
appears from the significant increases in general and administrative expenses and research
and development expenses in fiscal 2022 relative to fiscal 2021 reported in the statements
of operations that cash expended for these in each year may have impacted the amount of
the change in operating cash flows between these years. Note merely citing changes in
results, working capital items and noncash items reported in the statement of cash flows

 FirstName LastNameTony Tianyu Hou
 Comapany NameSea Limited
 December 5, 2023 Page 3
 FirstName LastNameTony Tianyu Hou
Sea Limited
December 5, 2023
Page 3
may not provide a sufficient basis to understand why the amount of operating cash
changed between periods.  Refer to Item 5 of Form 20-F (as directed by Form F-1), in
particular the introductory paragraph thereof and instructions 1 and 9 of instructions to
Item 5, section III.D of Release No. 33-6835, section IV.B.1 of Release No. 33-8350 and
Release No. 33-10890 for guidance.

6.Please discuss the operational reasons for the negative operating cash flows for fiscal 2022
and explain how you intend to meet your cash requirements and maintain operations.
Refer to instruction 1 to "Instructions to Item 5" in Form 20-F and section IV.B.1 of
Release No. 33-8350.  Also discuss if this condition is a known trend pursuant to Item 5.D
of Form 20-F and your expectations concerning this condition.
E. Critical Accounting Estimates, page 107
7.Please revise your discussion to include insight into the quality, sensitivity and variability
regarding the material factors, assumptions, judgments and uncertainties that have
materially affected or may materially affect amounts reported.  To the extent practicable
and material, provide quantitative disclosure, with sensitivity analysis of how your results
may differ under different factors, assumptions, and judgments you considered.  Refer to
Item 5.E of Form 20-F and Section V of Release No. 33-8350 for guidance.  Consider
expanding your discussion in this regard concerning: (i) determination of the estimated
service period for revenue recognition and its impact on the amount of revenue defer and
subsequently recognize, (ii) fair value and impairment evaluation of investments in equity
securities, (iii) computation of share-based compensation, (iv) determination of the
amount of uncertain tax positions and deferred taxes, and (v) impairment of long lived
assets in the E-commerce segment.
Consolidated Statements of Cash Flows, page F-15
8.You present the change in "loans receivable" as an investing activity. At December 31,
2022, the predominant majority of the balance of loans receivable is reported as a current
asset and is for consumers.  Please explain to us in sufficient detail the nature and purpose
of loans receivable with consumers, including how they originate, and the basis for your
presentation in the statements of cash flows.
Notes to the Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
(o) Revenue recognition
(i) Digital entertainment revenue, page F-36
9.You disclose proceeds from the sales are initially recognized as escrow payables and
advances from customers and subsequently reclassified to deferred revenue when the
users make in game purchases of virtual goods within the games.  Please explain to us and

 FirstName LastNameTony Tianyu Hou
 Comapany NameSea Limited
 December 5, 2023 Page 4
 FirstName LastName
Tony Tianyu Hou
Sea Limited
December 5, 2023
Page 4
disclose as appropriate what "sales" have occurred when proceeds are initially recognized
as escrow payables and advances from customers, how this amount is initially determined
and how the proceeds are received by you.
(b) User-based revenue model, page F-37
10.Please explain to us and disclose as appropriate when this model is applicable and the
basis for the amount of revenue recognized.
(iii) Digital financial services, page F-39
11.Please explain to us and disclose as appropriate the basis for granting loans to customers,
in particular those for consumers, and the typical general terms and conditions associated
with such loans, such as but not limited to length of time, interest rate, repayment, and
determination of associated fees.
Note 4. Goodwill and Acquisitions, page F-46
12.Please revise your disclosure to include the goodwill disclosures required by ASC 350-20-
50-1 for each of your reportable segments as well as in total.
Note 14. Share-Based Compensation, page F-61
13.Please explain to us why you believe using the simplified method to determine the
expected term is appropriate in your circumstances.  We note you have reported historical
exercise data since fiscal 2017.  Refer to Question 6 of SAB Topic 14.D.2.

Note 21. Segment Reporting, page F-72
14.Please disclose the amount of assets for each reportable segment and provide a
reconciliation to your consolidated total assets. Refer to the guidance in ASC 280-10-50-
22 and 30(c).
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Amy Geddes at 202-551-3304 or Doug Jones at 202-551-3309 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
August 11, 2020
Forrest Xiaodong Li
Chairman and Group Chief Executive Officer
Sea Ltd
1 Fusionopolis Place, #17-10 , Galaxis
Singapore 138522
Re:Sea Ltd
Form 20-F for the Fiscal Year Ended December 31, 2019
Filed April 14, 2020
File No. 001-38237
Dear Mr. Li:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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August 6, 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 Jones:

We hereby provide responses to the comments
received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission by letter dated July 9,
2020 (the “Comment Letter”) with respect to the above-referenced Form 20-F (the “Form 20-F”)
and Form 6-K of Sea Limited (“Sea”).

The headings and paragraph numbers in this
letter correspond to those contained in the Comment Letter and, to facilitate the Staff’s review, we have reproduced the
text of the Staff’s comments in italics below. Capitalized terms used but not defined herein have the meanings given to them
in the Form 20-F.

Form 20-F for the Fiscal Year Ended December 31, 2019

Liquidity and Capital Resources

Cash Flows and Working Capital

Operating Activities, page 96

    Securities and Exchange Commission

August 6, 2020

Page 2

 1. The discussion appears to focus on how the amount was derived in each period rather than
a comparative analysis of a material change in net cash of operating activities between comparable periods. For example, an analysis
should be on why net cash of operating activities went from usage of US$495.2 million in 2018 to generated by of US$69.9 million
in 2019. The analysis should address the significant drivers underlying the change and how they impact operating cash. Refer to
section III.D of Release No. 33-6835 and section IV.B.1 of Release No. 33-8350 for guidance.

Response

In response to the Staff’s comment, we will revise our
disclosure in future filings to include a comparative analysis of material changes in net cash of operating activities between
comparable periods, which will address significant drivers underlying the changes and how they impact operating cash flows, beginning
with our Annual Report on Form 20-F for the year ending December 31, 2020.

Had we included these revisions in our Annual Report on Form
20-F for the year ended December 31, 2019, the disclosure would have read as follows in relevant part:

“Net cash generated from operating activities was US$69.9
million for the year ended December 31, 2019, compared to net cash used in operating activities of US$495.2 million for the
year ended December 31, 2018. The principal driver of our operating cash flows is cash received from sales of our products and
services, including proceeds from our sales of in-game virtual items in our digital entertainment business, fees collected from
sellers in our e-commerce business, cash collected from end customers for logistic services, advertising fees collected from sellers,
commissions from merchants in our digital financial services business, and proceeds from direct sales of products through our digital
financial services platform and our Shopee platform. Operating cash flows turned from negative in 2018 to positive in 2019 principally
due to changes in our working capital, primarily driven by an increase in cash generated from sales of in-game virtual items in
our digital entertainment business (a change in deferred revenue of US$433.0 million), which was largely attributable to our self-developed
game Free Fire, and a decrease in inventories (a change of US$40.2 million) due to inventory management efforts. Operating
cash flows were also positively affected by a decrease in net loss (after adjusting for non-cash items) by US$155.8 million. The
increase in operating cash flows was partially offset by an increase in prepaid expenses and other assets, which was primarily
attributable to higher receivables due from payment collection channels in our e-commerce business and higher channel costs in
our digital entertainment business, and an increase in accounts receivables, which was primarily attributable to higher receivables
from our game distribution channels.”

    Securities and Exchange Commission

August 6, 2020

Page 3

Form 6-K Furnished May 18, 2020

Exhibit 99.1

Non-GAAP Financial Measures, page 9

 2. It appears “adjusted revenue” substitutes tailored revenue recognition and
measurement for those of GAAP revenue in violation of Rule 100(b) of Regulation G. Refer to Question 100.04 of the staff’s
Compliance & Discussion Interpretations “Non-GAAP Financial Measures.” Please remove these non-GAAP measures as
appropriate.

Response

In response to the Staff’s comment, we plan to remove
all references to “adjusted revenue” beginning with our earnings release for the quarter ending September 30, 2020 (“Q3
2020”).

To mitigate investor confusion, we respectfully request to
include the prior convention that refers to adjusted revenue one final time in our earnings release for the quarter ended
June 30, 2020 as transitional disclosure, and inform investors in that same release that we will no longer be providing
“adjusted revenue” in the future.

Digital Entertainment

Consistent with the practice of many companies in the online
and mobile game industry, we will present “bookings” as an operating metric for our digital entertainment business
beginning with our Q3 2020 earnings release. Bookings will be a supplemental measure that will provide investors a supplemental
way to evaluate our digital entertainment business performance, user engagement and monetization in a given period. Bookings will
be defined as our digital entertainment segment revenue plus change in our digital entertainment deferred revenue.

Our game business model is a “freemium” model that
allows our users to download and play fully functional games for free. We generate proceeds in our digital entertainment business
primarily by selling to our users in-game points or virtual items. As disclosed under “Item 5. Operating and Financial Review
and Prospects—B. Liquidity and Capital Resources—Critical Accounting Policies—Digital Entertainment” of
the Form 20-F, under GAAP, proceeds from sales to our users are initially recognized as “advances from customers” and
are subsequently reclassified as “deferred revenue” when both the users purchase in-game points or virtual items within
the games that we operate and such in-game purchases are no longer refundable.

E-commerce, Digital Financial Services and Other Services

For our e-commerce, digital financial services and our other
services segments, we will discontinue reporting adjusted revenue beginning with our Q3 2020 earnings release and not provide a
corresponding metric.

* * * * *

    Securities and Exchange Commission

August 6, 2020

Page 4

Please contact Dwight S. Yoo at (212)-735-2573
or Dwight.Yoo@skadden.com if the Staff has any questions or requires additional information.

    Very truly yours,

    /s/ Forrest Xiaodong Li

    cc:
    Yanjun Wang, Sea Limited

    Dwight S. Yoo, Skadden, Arps, Slate, Meagher & Flom LLP

CORRESP
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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 Jones:

Sea Limited (the “Company”)
confirms that it has received the letter dated July 9, 2020 (the “Comment Letter”) from the staff (the “Staff”)
of the Securities and Exchange Commission with respect to the above-referenced Form 20-F and Form 6-K. The Company respectfully
requests a ten business day extension and expects to respond to the comments in the Comment Letter on or before August 6, 2020.

Please contact Dwight S. Yoo at (212) 735-2573
or Dwight.Yoo@skadden.com if the Staff has any questions or requires additional information.

	Very truly yours,

/s/ Forrest Xiaodong Li

 cc: Yanjun Wang, Sea Limited

Dwight S. Yoo, Skadden, Arps, Slate, Meagher
 & Flom LLP

United States securities and exchange commission logo
July 9, 2020
Forrest Xiaodong Li
Chairman and Group Chief Executive Officer
Sea Ltd
1 Fusionopolis Place, #17-10 , Galaxis
Singapore 138522
Re:Sea Ltd
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 Mr. Li:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2019
Liquidity and Capital Resources
Cash Flows and Working Capital
Operating Activities, page 96
1.The discussion appears to focus on how the amount was derived in each period rather than
a comparative analysis of a material change in net cash of operating activities between
comparable periods.  For example, an analysis should be on why net cash of operating
activities went from usage of US$495.2 million in 2018 to generated by of US$69.9
million in 2019.  The analysis should address the significant drivers underlying the
change and how they impact operating cash.  Refer to section III.D of Release No. 33-
6835 and section IV.B.1 of Release No. 33-8350 for guidance.

 FirstName LastNameForrest Xiaodong Li
 Comapany NameSea Ltd
 July 9, 2020 Page 2
 FirstName LastName
Forrest Xiaodong Li
Sea Ltd
July 9, 2020
Page 2
Form 6-K Furnished May 18, 2020
Exhibit 99.1
Non-GAAP Financial Measures, page 9
2.It appears "adjusted revenue" substitutes tailored revenue recognition and measurement
for those of GAAP revenue in violation of Rule 100(b) of Regulation G.  Refer
to Question 100.04 of the staff’s Compliance & Discussion Interpretations "Non-GAAP
Financial Measures."  Please remove these non-GAAP measures as appropriate.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Patrick Kuhn at (202) 551-3308 or Doug Jones at (202) 551-3309 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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CORRESP

 26th Floor, Gloucester Tower

The Landmark

 15 Queen’s Road
Central

 Hong Kong

Telephone: +852 3761 3300

Facsimile: +852 3761 3301

www.kirkland.com

 David Zhang

To Call Writer Directly

 +852 3761
3318

 david.zhang@kirkland.com

 October 18, 2017

CONFIDENTIAL

 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

Amendment No. 3 to Registration Statement on Form F-1

CIK No. 0001703399

 Dear Mr. Spirgel, Ms. Murphy, Mr. Lindsay, Mr. French and
Mr. Eastman:

 Our client, Sea Limited (the “Company”), a foreign private issuer incorporated under the laws of
the Cayman Islands, today publicly filed its Amendment No. 3 to Registration Statement on Form F-1 (the “Registration Statement”) via EDGAR to the Securities and Exchange Commission (the
“Commission”). Subsequent to the filing of the Registration Statement, the staff of the Commission (the “Staff”) made the following oral comment to the Company regarding its Registration Statement. The
Staff’s comment is repeated below and followed by the Company’s response.

 PARTNERS: Pierre-Luc Arsenault3 | Lai Yi Chau | Henry M.C. Cheng6 |
Justin M. Dolling6 | David Patrick Eich1,5,6 |
Liu Gan2 | Damian C. Jacobs6 | Guang Li3 |
Neil E.M. McDonald | Kelly Naphtali | Nicholas A. Norris6 | Derek K.W. Poon3,6 |
Jesse D. Sheley# | Arthur K.H. Tso | Li Chien Wong | Judy W.C. Yam |
David Yun6

 REGISTERED FOREIGN LAWYERS: Daniel J. Abercromby6 | Damien Coles6 | Daniel Dusek3 | David M. Irvine6 | Hao - Chin Jeng3 | Benjamin W. James4 |
Cori A. Lable2 | Xiaoxi Lin3 |
Daniel R. Lindsey6 | Peng Qi3 |
Robert P.H. Sandes6 | Benjamin Su3 |
Jonathan J. Tadd6 | Wenchen Tang3 | Xiaoyao Yin3 |
David Zhang3 | Yue Zhang3

ADMITTED IN: 1 State of Illinois (U.S.A.); 2 Commonwealth of Massachusetts (U.S.A.); 3 State of New York (U.S.A.); 4 State of Texas (U.S.A.); 5 State of Wisconsin (U.S.A.); 6
England and Wales; # non - resident

 Beijing     Boston
    Chicago     Houston     London     Los Angeles     Munich     New York     Palo Alto
    San Francisco     Shanghai     Washington, D.C.

 AD Office 11 – Telecommunications

Division of Corporation Finance

 Securities and Exchange
Commission

 October 18, 2017

 Page 2

 Business

1.
In light of the newly added disclosure on page 41 of the Registration Statement, please confirm that the Company is not subject to any material legal or arbitration proceedings, including
governmental proceedings pending or known to be contemplated, that would require disclosure under Item 8 of Form 20-F.

The Company confirms that it is not subject to any material legal or arbitration proceedings, including governmental proceedings pending or
known to be contemplated, that would require disclosure in the “Legal Proceedings” of the “Business” section of the Registration Statement.

*     *     *

If you have any questions regarding the above, please contact me at david.zhang@kirkland.com, +852 3761 3318 (work) or +852 9124 8324
(cell), Benjamin Su at benjamin.su@kirkland.com, +852 3761 3306 (work) or +852 9881 9371 (cell) or Ben James at ben.james@kirkland.com, +852 3761 3412 (work) or +852 5183 3813 (cell). Questions pertaining to accounting and auditing matters may be
directed to the following partners at Ernst & Young LLP: Ken Ong at ken.ong@sg.ey.com, or +65 6309 6768 or Shirley Wong at shirley.wong@sg.ey.com, or +65 6309 6228 (work). Ernst & Young LLP is the independent registered public accounting
firm of the Company.

 Thank you for your time and attention.

Very truly yours,

/s/ David Zhang

David T. Zhang

c.c.
Tony Tianyu Hou, Group Chief Financial Officer

Yanjun Wang, Esq., Group General Counsel

Benjamin Su, Esq., Partner, Kirkland & Ellis International LLP

Ben James, Esq., Partner, Kirkland & Ellis International LLP

Ken Ong, Partner, Ernst & Young LLP

Shirley Wong, Appendix K Reviewer, Ernst & Young LLP

James C. Lin, Esq., Partner, Davis Polk & Wardwell LLP

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

CORRESP
1
filename1.htm

UNDERWRITER'S ACCELERATION REQUEST

 Goldman Sachs (Asia) L.L.C.

68th Floor, Cheung Kong Center

 2 Queen’s Road Central, Hong
Kong

 Morgan Stanley & Co. International plc

 25 Cabot
Square

 Canary Wharf

 London E14 4QA

United Kingdom

 Credit Suisse Securities (USA) L.L.C.

Eleven Madison Avenue

 New York, NY 10010

United States

 VIA EDGAR

October 17, 2017

 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 (Registration No. 333-220571)

 Registration Statement on Form 8-A (Registration No. 001-38237)

Ladies and Gentlemen:

 We hereby join Sea
Limited (the “Company”) in connection with its request for acceleration of the above-referenced Registration Statement, requesting effectiveness at 4:30 p.m., Eastern Standard Time, on October 19, 2017, or as soon thereafter as
practicable, or at such other time as the Company or its outside counsel, Kirkland & Ellis International LLP, may orally request by telephone call that such Registration Statement be declared effective.

 Pursuant to Rule 460 of the General Rules and Regulations promulgated under the Securities Act of
1933, as amended, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated October 6, 2017, through the date hereof:

Preliminary Prospectus dated October 6, 2017:

4131 copies to prospective underwriters, institutional investors, dealers and others.

The undersigned advise that the underwriters have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of
1934, as amended.

 [Signature page follows]

Very truly yours,

GOLDMAN SACHS (ASIA) L.L.C.

MORGAN STANLEY & CO. INTERNATIONAL PLC

CREDIT SUISSE SECURITIES (USA) L.L.C.

As Representatives of the several Underwriters

 By:

 GOLDMAN SACHS (ASIA) L.L.C.

By:

 /s/ Iain Drayton

Name:

Iain Drayton

Title:

 Managing Director

By:

MORGAN STANLEY & CO. INTERNATIONAL PLC

By:

 /s/ Peter Chu

Name:

Peter Chu

Title:

Managing Director

By:

CREDIT SUISSE SECURITIES (USA) L.L.C.

By:

 /s/ Marc Bernstein

Name:

 Marc Bernstein

Title:

Director

 [Acceleration Request]

CORRESP
1
filename1.htm

CORRESP

 26th Floor, Gloucester Tower

The Landmark

 15 Queen’s Road
Central

 Hong Kong

 Telephone: +852 3761 3300

Facsimile: +852 3761 3301

www.kirkland.com

 David Zhang

To Call Writer Directly

 +852 3761
3318

 david.zhang@kirkland.com

 October 6, 2017

CONFIDENTIAL

 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

 Amendment No. 1 to Registration Statement on Form F-1

CIK No. 0001703399

 Dear Mr. Spirgel, Ms.
Murphy, Mr. Lindsay, Mr. French and Mr. Eastman:

 On behalf of our client, Sea Limited (the “Company”), a foreign
private issuer incorporated under the laws of the Cayman Islands, we are submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the
Company’s response to the comment contained in the Staff’s letter dated September 29, 2017 on the Company’s Registration Statement on Form F-1 filed on September 22, 2017 relating to its initial public offering in the United States of
American Depositary Shares, representing the Company’s ordinary shares (the “Registration Statement”). Concurrently with the submission of this letter, the Company has filed its Amendment No.1 to Registration
Statement on Form F-1 (the “Revised Registration Statement”) as well as certain exhibits hereto via EDGAR to the Securities and Exchange Commission (the “Commission”). To facilitate your review, the
Company is delivering to the Staff via hand delivery five courtesy copies of this letter and the Revised Registration Statement, marked to show changes to the previously filed Registration Statement.

 PARTNERS:
Pierre-Luc Arsenault3 | Lai Yi Chau | Henry M.C. Cheng6 | Justin M. Dolling6 | David Patrick Eich1,5,6 | Liu Gan2 |
Damian C. Jacobs6 | Guang Li3 | Neil E.M. McDonald | Kelly Naphtali |
Nicholas A. Norris6 | Derek K.W. Poon3,6 |
Jesse D. Sheley# | Arthur K.H. Tso | Li Chien Wong | Judy W.C. Yam |
David Yun6

 REGISTERED FOREIGN LAWYERS: Daniel J. Abercromby6 | Damien Coles6 | Daniel Dusek3 | David M. Irvine6 | Hao-Chin Jeng3 | Benjamin W. James4 | Cori A. Lable2 | Xiaoxi Lin3 | Daniel R. Lindsey6 | Peng Qi3 | Robert P.H. Sandes6 | Benjamin Su3 |
Jonathan J. Tadd6 | Wenchen Tang3 | Xiaoyao Yin3 |
David Zhang3 | Yue Zhang3

ADMITTED IN: 1 State of Illinois (U.S.A.); 2 Commonwealth of Massachusetts (U.S.A.); 3 State of New York (U.S.A.); 4 State of Texas (U.S.A.); 5 State of Wisconsin (U.S.A.);
6 England and Wales; # non-resident

Beijing    Boston    Chicago    Houston    London
Los Angeles    Munich    New York    Palo Alto    San Francisco    Shanghai    Washington, D.C.

 AD Office 11 – Telecommunications

Division of Corporation Finance

 Securities and Exchange
Commission

 October 6, 2017

  Page
 2

 The Company will commence its marketing activities in connection with the offering on
October 9, 2017. The Company plans to request the Staff’s declaration of the effectiveness of the Registration Statement as of October 19, 2017. The Company would greatly appreciate the Staff’s continuing assistance and support in
meeting its timetable.

 In addition to the amendments made in response to the Staff’s comments, the Company has updated the Revised
Registration Statement to include information and data to reflect the latest developments since the filing of the previous Registration Statement.

The Staff’s comment is repeated below in bold and followed by the Company’s response.

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.

 In
response to the Staff’s comment, the Company’s Cayman Islands counsel, Maples and Calder (Hong Kong) LLP, has removed the assumption from its opinion. The Company has filed the revised opinion as exhibit 5.1 in the Revised Registration
Statement.

*            *
 *

 If you have any questions regarding the Revised Registration Statement, please contact me at david.zhang@kirkland.com, +852 3761
3318 (work) or +852 9124 8324 (cell), Benjamin Su at benjamin.su@kirkland.com, +852 3761 3306 (work) or +852 9881 9371 (cell) or Ben James at ben.james@kirkland.com, +852 3761 3412 (work) or +852 5183 3813 (cell). Questions pertaining to accounting
and auditing matters may be directed to the following partners at Ernst & Young LLP: Ken Ong at ken.ong@sg.ey.com, or +65 6309 6768 or Shirley Wong at shirley.wong@sg.ey.com, or +65 6309 6228 (work). Ernst & Young LLP is the
independent registered public accounting firm of the Company.

 AD Office 11 – Telecommunications

Division of Corporation Finance

 Securities and Exchange
Commission

 October 6, 2017

  Page
 3

 Thank you for your time and attention.

Very truly yours,

/s/ David Zhang

David T. Zhang

 Enclosures

c.c.
Tony Tianyu Hou, Group Chief Financial Officer

 Yanjun Wang, Esq., Group General Counsel

Benjamin Su, Esq., Partner, Kirkland & Ellis International LLP

Ben James, Esq., Partner, Kirkland & Ellis International LLP

Ken Ong, Partner, Ernst & Young LLP

Shirley Wong, Appendix K Reviewer, Ernst & Young LLP

James C. Lin, Esq., Partner, Davis Polk & Wardwell LLP

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

CORRESP
1
filename1.htm

SEC Letter

 26th Floor, Gloucester Tower

The Landmark

 15 Queen’s Road
Central

 Hong Kong

Telephone: +852 3761 3300

Facsimile: +852 3761 3301

www.kirkland.com

 David Zhang

 To
Call Writer Directly

 +852 3761 3318

david.zhang@kirkland.com

 September 22, 2017

CONFIDENTIAL

 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

 Registration Statement on Form F-1

CIK No. 0001703399

 Dear Mr. Spirgel, Ms.
Murphy, Mr. Lindsay, Mr. French and Mr. Eastman:

 Our client, Sea Limited (the “Company”), a foreign private
issuer incorporated under the laws of the Cayman Islands, today publicly filed its registration statement on Form F-1 (the “Registration Statement”) as well as certain exhibits hereto via EDGAR to the Securities and Exchange
Commission (the “Commission”). To facilitate your review, the Company is delivering to the staff (the “Staff”) of the Commission via hand delivery five courtesy copies of this letter and the
Registration Statement, marked to show changes to the draft registration statement that was confidentially submitted to the Commission on September 1, 2017.

The Company respectfully advises the Staff that it plans to file another amendment to the Registration Statement containing the preliminary
prospectus with the estimated offering size and price range on or around October 6, 2017, and commence the roadshow for the proposed offering no earlier than 15 days after the date hereof. In accordance with the Jumpstart Our Business Startups Act,
the Company is filing publicly all draft registration statements confidentially submitted to the Commission. The Company would appreciate the Staff’s timely assistance and support to the Company in meeting the proposed timetable for the
offering.

 *         *         *

PARTNERS: Pierre-Luc Arsenault2 | Lai Yi Chau | Henry M.C. Cheng4 | Justin M. Dolling4 | David Patrick Eich4# | Liu Gan1 | Damian C. Jacobs4 | Guang Li2 | Neil E.M. McDonald | Kelly Naphtali | Nicholas A. Norris4 | Derek K.W. Poon2,4 | Jesse D. Sheley# | Arthur K.H. Tso | Li Chien Wong | Judy W.C. Yam |
David Yun4

 REGISTERED FOREIGN LAWYERS: Daniel J. Abercromby4 | Damien Coles4 | Daniel Dusek2 | David M.
Irvine4 | Benjamin W. James3 | Cori A. Lable | Xiaoxi Lin2 | Daniel R. Lindsey4 | Peng Qi2 | Benjamin Su2 | Jonathan J.
Tadd4 | Wenchen Tang2 | Xiaoyao Yin2 | David Zhang2

 ADMITTED IN: 1 Commonwealth of
Massachusetts (U.S.A.); 2 State of New York (U.S.A.); 3 State of Texas (U.S.A.); 4 England
and Wales; # non-resident

Beijing    Boston    Chicago    Houston    London    Los
Angeles    Munich    New York     Palo Alto    San Francisco    Shanghai    Washington, D.C.

 AD Office 11 – Telecommunications

Division of Corporation Finance

 Securities and Exchange
Commission

 September 22, 2017

  Page
 2

 If you have any questions regarding the Revised Draft Registration Statement, please contact
me at david.zhang@kirkland.com, +852 3761 3318 (work) or +852 9124 8324 (cell), Benjamin Su at benjamin.su@kirkland.com, +852 3761 3306 (work) or +852 9881 9371 (cell) or Ben James at ben.james@kirkland.com, +852 3761 3412 (work) or +852 5183 3813
(cell). Questions pertaining to accounting and auditing matters may be directed to the following partners at Ernst & Young LLP: Ken Ong at ken.ong@sg.ey.com, or +65 6309 6768 or Shirley Wong at shirley.wong@sg.ey.com, or +65 6309 6228 (work).
Ernst & Young LLP is the independent registered public accounting firm of the Company.

 Thank you for your time and attention.

Very truly yours,

/s/ David Zhang

David T. Zhang

 Enclosures

c.c.
Tony Tianyu Hou, Group Chief Financial Officer

 Yanjun Wang, Esq., Group General Counsel

Benjamin Su, Esq., Partner, Kirkland & Ellis International LLP

Ben James, Esq., Partner, Kirkland & Ellis International LLP

Ken Ong, Partner, Ernst & Young LLP

Shirley Wong, Appendix K Reviewer, Ernst & Young LLP

James C. Lin, Esq., Partner, Davis Polk & Wardwell LLP

Mail Stop 3720

June 2 7, 2017

Yanjun Wang
Group General Counsel
Sea Limited
1 Fusionopolis Place, #17 -10, Galaxis
Singapore 138522

Re: Sea Limited
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted June 19 , 2017
  CIK No. 0001703399

Dear Ms. Wang :

We have reviewed your amended draft registration statement  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumst ances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have additional
comments.

General

1. We note your response to our prior comment 6.  Prominently state that you do not believe
you are a PRC Investor under Taiwan prohibitions in the industries in which you operate,
even considering Tencent’s approximate 40% ownership in you.  Include in this
disclosure the factors upon which you rely in making your determination.

2. We note your response to our prior comment 1 and your revisions at pages 40 and 172.
In particular, we note that you added language regarding ge neral tensions between
Taiwan and China to the end of a risk factor.  Please add prominent disclosure specific to

Yanjun Wang
Sea Limited
June 2 7, 2017
Page 2

 Taiwan’s prohibiting PRC Investors in the business areas in which you operate,
discussing the purpose of such prohibitions and how they may im pact your operations
and the enforceability of your VIE arrangements.

Risk Factors, page 17

Risk Related to Our Corporate Structure, page 34

We rely upon structural arrangements to establish control over certain entities and government
authorities m ay determine that these arrangements do not comply with existing laws and
regulations, page 34

3. We note your response to our prior comment 4 and your revised disclosure on page 34
that certain of your operations in Taiwan are in industries that are not li sted as permitted
in the Positive Listings.  These operations, including software publication, computer
recreational activities, third party payment and general advertising services, are listed in
the business scope of the business licenses of your Taiwan VIEs.  Please tell us what
operations, if any, are listed as permitted in the Positive Listings and whether they are
listed in the business scope of the business licenses of your Taiwan VIEs.

Corporate History and Structure, page 64

Contractual Arrangements among Our VIEs, Their Shareholders and Us, page 66

4. We note that in part of your response to our prior comment 7 you state that the
shareholders of your material VIEs in Taiwan and Vietnam are your employees.  Please
expand your disclosure to include more information about these individuals.  For
example, in addition to identifying their relationship with the company (as employees),
state how they were identified.

Principal Shareholders, page 197

5. Please revise your beneficial ownership table  to include ownership information by class
of securities before and after offering.  We note that you currently have seed preferred
shares, series A preference shares and series B preference shares.

Description of Share Capital, page 202

6. Please revise yo ur Description of Share Capital and Description of American Depositary
Shares sections to clearly identify the voting rights attached to each class of your
securities.  State explicitly, for example, the amount of votes per share for each class of
securiti es.

Yanjun Wang
Sea Limited
June 2 7, 2017
Page 3

 7. Please expand your disclosure to include a description of all of your classes of securities,
including the rights and obligations attached to each such class.  We note that you
currently have seed preferred shares, series A preference shares and seri es B preference
shares.

Exhibits

8. We note that you do not currently list a legal opinion relating to the American Depository
Shares.  Please ensure that you file in a pre -effective amendment a legal opinion with
respect to the American Depository Shares.  Please refer to Staff Legal Bulletin 19,
Section II(C).

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 statement s and related matters.  Please contact Courtney Lindsay, Staff Attorney,  at
(202) 551 -7237  or Celeste Murphy, Legal Branch Chief,  at (202) 551 -3257  with any other
questions.

Sincerely,

/s/ Larry Spirgel

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

Cc: Benjamin Su, Esq.
 Kirkland & Ellis International LLP

Mail Stop 3720

May 22, 2017

Yanjun Wang
Group General Counsel
Sea Limited
1 Fusionopolis Place, #17 -10, Galaxis
Singapore 138522

Re: Sea Limited
Draft Registration Statement on Form F-1
Submitted April 24, 2017
  CIK No. 0001703399

Dear Ms. Wang :

We have reviewed your draft registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropr iate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

General

1. Consider inc luding disclosure  that discusses the geopolitical issues between the PRC and
Taiwan.  Discuss whether these issues raise enforceability concerns with respect your
VIE structure and your operations generally.  Revise your Regulations disclosures and
anywher e else you deem appropriate to discuss these issues.

Yanjun Wang
Sea Limited
May 22, 2017
Page 2

 Prospectus Summary, page 1

2. Since investors will be investing in a recently organized Cayman Islands holding
company that does not directly own a substantial portion of its business operations
(part icularly in Taiwan and Vietnam), please make this clear in the in the beginning of
and throughout the prospectus summary (including in your Corporate History and
Structure section). It must be clear that the business you are describing is not completely
the registrant’s business, but is also the business of its subsidiaries and its variable
interest entities.

Risk Factors, page 16

Risk Related to Our Corporate Structure, page 33

We rely upon structural arrangements to establish control over certain enti ties and government
authorities may determine that these arrangements do not comply with existing laws and
regulations, page 33

3. We note your risk factor disclosure on Taiwan prohibitions in companies not listed as
permitted industries in the Positive List ings promulgated by Taiwan authorities.  Please
state where in the Positive Listings your Taiwan operations  fall and which specific
prohibition may apply to your business.

4. To the extent any part of your operations fall  within the “prior approval required for PRC
Investors” category  of the Taiwanese Positive Listings , name those operations and
disclose the necessary approvals you have sought and obtained.

Corporate History and Structure, page 63

Contractual Arrangement s among Our VIEs, Their Shareholders and Us, page 65

5. We note your disclosure on corporate history beginning with the incorporation of Garena
Interactive Holding Limited, your holding company, in the Cayman Islands, on May 8,
2009 and that you changed your  name to Sea Limited on April 8, 2017.  Please disclose
the date of inception of the operating entities, what ownership structure of the operating
entities preceded that of the current holding by Sea Limited, shareholder changes to the
operating entities, and the reason for your name change.

6. We note that you state that your Taiwan counsel has advised you that you are not a PRC
investor.  Expand your disclosure to discuss on what basis your Taiwan counsel reached
this conclusion.   We note, for example, at a  minimum, Tencent, a PRC entity, owns 40%
of you .

Yanjun Wang
Sea Limited
May 22, 2017
Page 3

 7. For context, provide more information on your history with your affiliated entities.  For
example, describe how and why you determined to enter into contractual arrangements
with these entities and any rel ationship their shareholders had with you prior to those
contractual arrangements.

Financial Support Confirmation Letters, page 68

8. We note that you will provide financial support to your affiliated entities “to the extent
permitted by law.”  Please discl ose here and throughout your filing any laws or
regulations that would limit your ability to provide financial support to your affiliated
entities.  In addition, if known, provide the current dollar limitations on your ability to
loan or otherwise provide financial support to your affiliated entities.

Regulations, page 159

Taiwan, page 164

9. Expand your disclosure to explain in more detail why you believe that the risk is low that
you would ultimately be ordered to divest in your Taiwan VIEs.

Management, page 179

10. Please revise the biographies of your officers and directors to distinguish between their
roles and tenures at the registrant (Sea Limited) and at affiliated entities.

Principal Shareholders, page 188

11. We note your risk factor and your Regulatio ns disclosures regarding Twain’s restrictions
on foreign investment.  Please provide us with more information on your principal
shareholders, including whether they are included in your calculation of PRC holders.
Tell us how you considered this factor in  assessing the risks that Taiwan would deem you
a PRC investor.  Consider including a risk factor on this topic and expanding your
Regulations disclosures, or where you deem appropriate, to discuss your evaluation of
this topic.

Consolidated Balance Shee ts

Inventories, net, page F -3

12. You disclose that your revenue sources are primarily digital goods and that Shopee  does
not hold inventory.   Please expand your disclosure to describe the nature of the items
found in the ‘Inventories, net’ caption on your consolidated balance sheet.

Yanjun Wang
Sea Limited
May 22, 2017
Page 4

 Summary of Significant Accounting Policies

Revenue recognition

Digital entertainmen t revenue, page F -29

13. Tell us whether paying users are permitted to trade and transfer virtual goods or in -game
currency between one another.   If so, please disclose in your accounting policy how you
consider the effect of this feature in evaluating usage patterns for virtual c urrency and
goods.

14. We note your disclosure at page 138, “Our Games”, that 4 out of your 5 largest revenue
generating games were launched prior to 2015.   Please revise the disclosure of your
revenue recognition policy in the critical accounting policies section at page 90 to address
the average period of time after a new game’s launch until you are able to obtain
sufficient data to support transitioning from the game -based model to the more data
intensive user -based and item -based revenue recognition mode ls.  Also, address whether
the transition between the model you use at game launch and the model you transition to
when you have more fully developed in -game user data results in significant increases in
revenue in the period you change and subsequent peri ods.

15. Please separately disclose in MD&A the amounts of revenue attributable to durable and
consumable virtual goods for each period presented, if it is available, or tell us why this
information is not useful to investors.

You may contact  Charles Eastm an, 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 related 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

Cc: Benjamin Su, Esq.
 Kirkland & Ellis International LLP