Item 1 Comment:
This Amendment No. 8 to Schedule 13D (this "Amendment No. 8") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on November 3, 2017, as amended by Amendment No. 1 filed on March 14, 2019, Amendment No. 2 filed on March 23, 2020, Amendment No. 3 filed on March 10, 2021, Amendment No. 4 filed on January 3, 2022, Amendment No. 5 filed on February 15, 2022, Amendment No. 6 filed on June 6, 2022 and Amendment No. 7 filed on June 6, 2023 (the "Original Schedule 13D" and, together with this Amendment No. 8, this "Schedule 13D"), and is being filed on behalf of Mr. Li and Blue Dolphins in respect of the Class A ordinary shares, par value US$0.0005 per share (the "Class A Ordinary Shares"), and Class B ordinary shares, par value US$0.0005 per share (the "Class B Ordinary Shares" and, together with the Class A Ordinary Shares, the "Shares"), of Sea Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the "Issuer"). Unless otherwise stated herein, the Original Schedule 13D remains in full force and effect. All capitalized terms used in this Amendment No. 8 but not defined herein shall have the meanings ascribed to them in the Original Schedule 13D. |
| (a) | Item 5(a) of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
Forrest Xiaodong Li ("Mr. Li") beneficially owns 104,615,356 Shares as of December 30, 2025, consisting of (i) 45,527,793 Class B Ordinary Shares held by Blue Dolphins Venture Inc ("Blue Dolphins"), (ii) 468,363 Class A Ordinary Shares beneficially owned by Mr. Li (including through an entity solely owned and controlled by Mr. Li), (iii) 14,220,000 Class A Ordinary Shares issuable upon exercise of options held by Mr. Li within 60 days from December 30, 2025, (iv) 1,253 restricted share units to be vested within 60 days from December 30, 2025, and (v) an aggregate of 44,397,947 Class A Ordinary Shares over which Mr. Li has received irrevocable voting proxies from the respective owners of such shares (namely, certain directors and employees of the Issuer, certain affiliates of employees of the Issuer, Garena ESOP Program (PTC) Limited and a family member of Mr. Li), including 22,539,386 Class A Ordinary Shares issuable upon exercise of options within 60 days from December 30, 2025 and 1,305,081 Class A Ordinary Shares issuable upon vesting of restricted share units within 60 days from December 30, 2025.
As of December 30, 2025, the Issuer had a total of 611,037,024 issued and outstanding Shares, including 565,509,231 Class A Ordinary Shares and 45,527,793 Class B Ordinary Shares. Each Class A Ordinary Share is entitled to one vote per share, and each Class B Ordinary Share is entitled to 15 votes per share. Each Class B Ordinary Share is convertible into one Class A Ordinary Share, whereas Class A Ordinary Shares are not convertible into Class B Ordinary Shares.
Accordingly, and based on the foregoing, the Shares beneficially owned by Mr. Li represent approximately 16.1% of total issued and outstanding Shares of the Issuer, and approximately 57.7% of the aggregate voting power of the total issued and outstanding Shares of the Issuer.
Blue Dolphins holds 45,527,793 Shares as of December 30, 2025, all of which are Class B Ordinary Shares. The Shares held by Blue Dolphins as of December 30, 2025 represent approximately 7.5% of total issued and outstanding Shares of the Issuer. |
| (c) | Changes in Mr. Li's beneficial ownership during the 60-day period prior to January 2, 2026 (the date of this filing) included:
(i) the vesting of 1,253 restricted share units granted to Mr. Li under the 2009 share incentive plan of the Issuer (as amended, the "share incentive plan") on December 31, 2025;
(ii) the expected vesting of Mr. Li's options to purchase 250,000 Class A Ordinary Shares under the share incentive plan on January 31, 2026, which Mr. Li is deemed to have obtained beneficial ownership of such 250,000 Class A Ordinary Shares as of December 2, 2025 (60 days before the vesting date);
(iii) sale of 61,726 American Depositary Shares of the Issuer (each representing one Class A Ordinary Share of the Issuer, the "ADS") beneficially owned by an entity solely owned and controlled by Mr. Li at an average price of US$155.5 per share in open market transactions pursuant to a Rule 10b5-1 Sales Plan (the "Plan") on November 4, 2025;
(iv) sale of 61,726 ADSs beneficially owned by an entity solely owned and controlled by Mr. Li at an average price of US$155.3 per share in open market transactions pursuant to the Plan on November 6, 2025;
(v) sale of 53,274 ADSs beneficially owned by an entity solely owned and controlled by Mr. Li at an average price of US$147.1 per share in open market transactions pursuant to the Plan on November 11, 2025;
(vi) sale of 8,452 ADSs beneficially owned by an entity solely owned and controlled by Mr. Li at an average price of US$145.1 per share in open market transactions pursuant to the Plan on November 12, 2025;
(vii) sale of 49,381 ADSs beneficially owned by an entity solely owned and controlled by Mr. Li at an average price of US$141.4 per share in open market transactions pursuant to the Plan on November 13, 2025;
(viii) sale of 49,381 ADSs beneficially owned by an entity solely owned and controlled by Mr. Li at an average price of US$145.8 per share in open market transactions pursuant to the Plan on November 18, 2025;
(ix) sale of 49,381 ADSs beneficially owned by an entity solely owned and controlled by Mr. Li at an average price of US$134.9 per share in open market transactions pursuant to the Plan on November 20, 2025;
(x) sale of 49,381 ADSs beneficially owned by an entity solely owned and controlled by Mr. Li at an average price of US$134.6 per share in open market transactions pursuant to the Plan on November 25, 2025;
(xi) sale of 49,381 ADSs beneficially owned by an entity solely owned and controlled by Mr. Li at an average price of US$137.1 per share in open market transactions pursuant to the Plan on November 26, 2025;
(xii) sale of 49,381 ADSs beneficially owned by an entity solely owned and controlled by Mr. Li at an average price of US$136.9 per share in open market transactions pursuant to the Plan on December 2, 2025;
(xiii) sale of 49,381 ADSs beneficially owned by an entity solely owned and controlled by Mr. Li at an average price of US$134.0 per share in open market transactions pursuant to the Plan on December 4, 2025;
(xiv) sale of 49,381 ADSs beneficially owned by an entity solely owned and controlled by Mr. Li at an average price of US$128.4 per share in open market transactions pursuant to the Plan on December 9, 2025;
(xv) sale of 49,381 ADSs beneficially owned by an entity solely owned and controlled by Mr. Li at an average price of US$126.7 per share in open market transactions pursuant to the Plan on December 11, 2025;
(xvi) sale of 49,381ADSs beneficially owned by an entity solely owned and controlled by Mr. Li at an average price of US$122.7 per share in open market transactions pursuant to the Plan on December 16, 2025;
(xvii) sale of 49,381 ADSs beneficially owned by an entity solely owned and controlled by Mr. Li at an average price of US$120.7 per share in open market transactions pursuant to the Plan on December 18, 2025;
(xviii) sale of 49,381 ADSs beneficially owned by an entity solely owned and controlled by Mr. Li at an average price of US$124.8 per share in open market transactions pursuant to the Plan on December 23, 2025;
(xix) sale of 49,381 ADSs beneficially owned by an entity solely owned and controlled by Mr. Li at an average price of US$126.4 per share in open market transactions pursuant to the Plan on December 24, 2025;
(xx) sale of 49,381 ADSs beneficially owned by an entity solely owned and controlled by Mr. Li at an average price of US$129.6 per share in open market transactions pursuant to the Plan on December 30, 2025; and
(xxi) changes in the number of Class A Ordinary Shares subject to the irrevocable voting proxies granted by certain directors and employees of the Issuer.
There has been no change in Blue Dolphins' beneficial ownership during the 60-day period prior to January 2, 2026 (the date of this filing). |
