You or someone in your family may have purchased or otherwise acquired Sea Limited ("Sea") American Depositary Shares ("ADSs") or Sea's 0.25% convertible senior notes due 2026 ("Notes") pursuant and/or traceable to Sea's September 2021 Offerings. Receipt of the Notice of (I) Pendency of Class Action and Proposed Settlement; (II) Settlement Fairness Hearing; and (III) Motion for Attorneys' Fees and Litigation Expenses ("Notice") does not mean that you are a member of the Settlement Class or that you will be entitled to receive a payment. The Parties do not have access to your individual investment information. If you wish to be able to be eligible for a payment, you are required to submit a Claim Form.  

After filing a complaint with allegations regarding intra-quarter user performance metrics for Sea’s digital entertainment business on February 11, 2022 on behalf of purchasers of ADSs pursuant or traceable to the Offering Materials, the City of Taylor filed an amended complaint on May 16, 2022 to include allegations directed to India’s ban of Free Fire (which occurred in February 2022). On June 17, 2022, the City of Detroit filed a similar action on behalf of purchasers of Notes pursuant and/or traceable to the Offering Materials. The Court consolidated the cases on August 3, 2022, and Plaintiffs filed a consolidated amended complaint on August 9, 2022 that included allegations from both cases. Plaintiffs allege that Defendants violated Sections 11, 12(a)(2), and 15 of the Securities Act of 1933.  

In a class action, one or more persons called “plaintiffs” sue on behalf of all persons and/or entities who have similar claims. All of the persons and/or entities with similar claims are referred to as a “class.” One court resolves the issues for all class members, except for those who exclude themselves from the class. 

The Settling Defendants have denied and continue to deny all the claims asserted in the Action, but recognize that further litigation could prove lengthy and expensive, and therefore also agreed to settle and finally resolve this Action on the terms set forth in the Stipulation. 

The Settlement Class includes all persons or entities (“Settlement Class Members”), except those who are excluded as described below, who purchased or otherwise acquired: (a) Sea ADSs pursuant and/or traceable to the Offering Materials; or (b) Sea Notes, pursuant and/or traceable to the Offering Materials. 

Yes. Excluded from the Settlement Class are Defendants, the officers and directors of Sea, the Puglisi Defendants, the Underwriter Defendants, and Tencent (at all relevant times), members of their immediate families, and their legal representatives, heirs, successors, or assigns, and any entity in which any Defendant has a controlling interest, provided, however, that any Investment Vehicle, as defined in the Stipulation, shall not be excluded from the Settlement Class. Also excluded will be any person or entity that timely and validly requests exclusion from the Settlement Class as set forth in the response to question 20 below. 

If you are still not sure if you are included, you can ask for free help. You can contact the Claims Administrator by phone (1-833-867-3776), email ([email protected]) or mail:

Sea Offerings Settlement
Claims Administrator
P.O. Box 301133
Los Angeles, CA 90030-1133

If you are entitled to a payment, your share of the Net Settlement Fund will depend on the number of Sea ADSs and Sea Notes purchased or acquired pursuant and/or traceable to the Offerings by Authorized Claimants. Payments will be calculated on a pro rata basis, meaning that the Net Settlement Fund will be divided among all Authorized Claimants and distributed accordingly. You will not receive a payment, however, if your proportionate share of the Net Settlement Fund is less than $10.00. Distributions will not be made until after (a) the deadline for submitting Claim Forms has passed, and (b) the Claims Administrator has finished processing, reviewing, and verifying the validity of all Claim Forms received. 

To qualify for a payment, you must be an eligible Settlement Class Member and submit a timely and valid Claim Form.

Read the instructions carefully, fill out the form, include copies of all requested documents, sign the form, and either (a) submit it online through the interactive portal on this website by no later than August 4, 2025, or (b) mail it so that it is postmarked no later than August 4, 2025 to the following address:

Sea Offerings Settlement
c/o Verita Global
P.O. Box 301133
Los Angeles, CA 90030-1133

The Court will hold a Fairness Hearing on August 7, 2025, at 2:00 p.m. E.T., to decide whether to approve the Settlement. If the Court approves the Settlement, there might be appeals afterwards. It also takes time for all the Claim Forms to be processed. Please be patient.

Unless you timely and validly exclude yourself from the Settlement Class by the July 7, 2025 deadline, if you fit within the definition of the Settlement Class, you will continue to be a Settlement Class Member, which means that you cannot sue, continue to sue, or be part of any other lawsuit that brings any of the Released Claims (including the claims asserted in the Action) against any of the Defendants or other Released Defendants’ Parties. It also means that you will be bound by all of the Court’s orders in the Action. If you remain a Settlement Class Member, and if the Settlement is approved, you and your Released Plaintiffs’ Parties  will give up all Released Claims, including Unknown Claims, that you may have against the Released Defendants’ Parties. 

Please read the Notice and the Settlement Class definition carefully and decide whether you wish to submit a Claim Form. If you are still not certain of eligibility and want for us to determine eligibility, you will need to submit a Claim Form along with supporting documentation for your transactions.

To be potentially eligible for a payment from the proceeds of the Settlement, you must be a Settlement Class Member and must timely complete and return the Claim Form with adequate supporting documentation so that it is postmarked no later than August 4, 2025.

The Plan of Allocation, discussed on pages 11-15 of the Notice, explains how the Net Settlement Fund will be allocated among purchasers and/or acquirers of Sea ADSs and Notes pursuant and/or traceable to the Offerings and how claimants’ Recognized Loss will be calculated. Your share of the Net Settlement Fund will depend on several things, including: (i) the number of shares of ADSs and/or Notes you bought or otherwise acquired; (ii) how much you paid for the ADSs and/or Notes; (iii) when you bought or otherwise acquired such ADSs and/or Notes; (iv) whether or when you sold such ADSs and/or Notes (and, if so, for how much you sold them); and (v) the amount of Recognized Losses of other Authorized Claimants.

It is unlikely that you will get a payment for your entire Recognized Loss, given the number of potential Settlement Class Members. After all Settlement Class Members have sent in their Claim Forms, the payment any Authorized Claimant will get will be their pro rata share of the Net Settlement Fund based on the Plan of Allocation approved by the Court. In general, an Authorized Claimant’s share will be his, her, or its Recognized Loss divided by the total of all Authorized Claimants’ Recognized Losses and then multiplied by the total amount in the Net Settlement Fund.

We administer the notice process under the direction of the presiding Court and counsel. In some cases, we are directed to provide CUSIP numbers for the securities involved in the matter. In other cases, we are not authorized or directed to provide the CUSIP numbers. In this case, we are unable to provide the CUSIP for the Sea ADSs. 

As indicated in the Notice, the CUSIP for Sea's 0.25% convertible senior notes due 2026 is 81141RAG5. However, we cannot confirm that there are no other CUSIPs, ISINs, or other identifiers associated with the eligible security. You should check your records carefully and include all transactions which you feel may be eligible in your submitted claim along with supporting documentation. 

The determination regarding CUSIP numbers is made on a case-by-case basis by counsel and the Court and is not a matter decided by the Claims Administrator.

We do not hold stock records here. Verita Global is a third-party administrator appointed by the Court to notify potential claimants. We are provided with names and addresses of potential claimants in order to notify individuals of settlements but do not have access to your private investment records.

Sufficient documentation will provide proof of all the transaction information required by the Claim Form.
Suggested forms of documentation include, but are not limited to, photocopies of stockbrokers' confirmation slips or stockbrokers' monthly statements reflecting your transactions, opening and closing balances for the months specified on the Claim Form, and in which transactions during the relevant period occurred.

Stock certificates are not considered a sufficient form of documentation as they do not provide the necessary trade date and transaction price information. We are also unable to accept handwritten documents, self-prepared tax forms or spreadsheets, or statements that are illegible due to document quality.

Email is not an acceptable submission method and claims submitted via email will not be reviewed for eligibility. As indicated in the general instructions for the Claim Form, you must submit your claim online via this website or by postal mail. To submit your Claim Form by mail, mail your completed and signed Claim Form to the following address:

Sea Offerings Settlement
c/o Verita Global
P.O. Box 301133
Los Angeles, CA 90030-1133

To submit your Claim Form online, use the link under the header “Submit Your Claim Form Online" on the File Claim page.

To exclude yourself from the Settlement Class, you must mail a letter stating that you “request exclusion from the Settlement Class in In re Sea Limited Securities Litigation, Index No. 151344/2022.” To be valid, the letter must state (a) your name, address, telephone number, and email address (if any); (b) the date, price, and number of Sea ADSs and/or Notes purchased or acquired, by you or someone acting on your behalf, pursuant and/or traceable to the Offering Materials; (c) the number of ADSs and/or Notes you held as of September 8, 2021; and (d) if any ADSs and/or Notes were sold or disposed of, the dates of those sales or dispositions, the number of ADSs and/or Notes sold or disposed of and the price received for each sale and disposition. Any request for exclusion must be signed and submitted by you, as the beneficial owner. To be valid, exclusion requests must be submitted with documentary proof of (i) each purchase or acquisition and each sale or disposition of ADSs or Notes, providing the date of each transaction and the price paid or received; and (ii) the Person’s status as a beneficial owner of the ADSs or Notes at issue. The supporting documentation shall be in the form of broker confirmation slips, broker account statements, an authorized statement from the broker containing the transactional information found in a broker confirmation slip, or such other documentation as is deemed adequate by the Claims Administrator or Class Counsel. You must submit your exclusion request by mail or other carrier so that it is postmarked no later than July 7, 2025 to:

Sea Offerings Settlement
EXCLUSIONS
c/o Verita Global
P.O. Box 5100
Larkspur, CA 94977-5100

You cannot exclude yourself from the Settlement Class by telephone, fax, or email. If you properly exclude yourself, you will not receive a payment from the Net Settlement Fund, you cannot object to the Settlement, and you will not be legally bound by the judgment in this case.

No. Unless you exclude yourself by following the instructions above, you give up any rights to sue any of the Defendants or Released Defendants’ Parties for the claims being released in this Settlement. If you have a pending lawsuit against any Defendant or other Released Defendants’ Party, speak to your lawyer in that case immediately to determine if you have to exclude yourself from the Settlement Class in this matter to continue your own lawsuit. Remember, the exclusion deadline is July 7, 2025. 

No. If you exclude yourself, you may not send in a Claim Form to ask for any money. 

If you are a Settlement Class Member, you can object to the Settlement, Plan of Allocation, Plaintiffs’ Counsel’s application for attorneys’ fees and expenses, and any proposed awards to Plaintiffs.

To object, you must file a written objection (together with any papers or briefs in support of the objection) with the Clerk of the Supreme Court for New York County, Commercial Division, at the address listed below on or before July 7, 2025. Your objection must state that you object to the proposed Settlement in In re Sea Limited Securities Litigation, Index No. 151344/2022. Your objection must (a) include your name, address, email address, daytime telephone number, and your signature, (b) be accompanied by copies of documents showing the date(s), price(s), and amount(s) of all Sea ADSs or Notes that you purchased or acquired pursuant and/or traceable to the Offering Materials and/or later sold (in order to show your membership in the Settlement Class), and (c) include the name, address, email address, and telephone number of your counsel, if any. Your objection must also state all grounds for your objection, and attach copies of any evidentiary materials you wish the Court to consider. You are also to provide the number of times that you and/or your counsel has filed an objection to a class action settlement in the last five years, the nature of each such objection in each case, the jurisdiction in each case, and the name of the issuer of the security or seller of the product or service at issue in each case. The objection must be signed by the objector, even if it is filed by your counsel. Attendance at the Fairness Hearing is not necessary to object, but if you wish to speak in support of your objection at the Fairness Hearing (see response to question 31 below) you must also state in your objection that you intend to do so.

Importantly, you must also mail or deliver copies of any objections and supporting materials to each of the following at the addresses listed below so they are postmarked no later than July 7, 2025:

Objecting is simply telling the Court you do not like something about the Settlement or some portion thereof. You can object only if you stay in the Settlement Class. You may submit a Claim Form even if you object. Requesting exclusion is telling the Court you do not want to be part of the Settlement Class or the Settlement. If you exclude yourself, you cannot object to the Settlement because it no longer concerns you. Nor can you submit a Claim Form. If you stay in the Settlement Class and object, but your objection is overruled, you will not be allowed a second opportunity to exclude yourself. 

We cannot advise you as to whether you should choose to submit a claim, exclusion, or objection.

Unless you timely and validly exclude yourself, you are staying in the Settlement Class, and that means that you cannot sue, continue to sue, or be part of any other lawsuit against the Defendants or any other Related Parties regarding the legal claims in this case. It also means that you will be bound by the terms of the Stipulation and any Judgment entered, including the releases set forth therein.

If you do not submit a Claim Form, you will not receive any money from this Settlement but will still be part of the Settlement Class and subject to applicable releases.

Separate Claim Forms should be submitted for each separate legal entity (e.g., a claim from joint owners should not include the transactions of just one of the joint owners, and an individual should not combine his or her IRA transactions with transactions made solely in the individual’s name).

However, a single Claim Form should be submitted on behalf of one legal entity that includes all transactions made by that entity, no matter how many separate accounts that entity has (e.g., a corporation with multiple brokerage accounts should include all transactions made in all accounts on one Claim Form).

When filing on behalf of a deceased beneficial owner or their estate, you can submit a claim in the name of the individual, or, if an estate exists, you can submit on behalf of the estate. Note that any settlement proceeds will be made payable to the estate if that is how you submit that claim.

The claim submission should include a copy of the death certificate as well as proof of authority to file. As you are submitting a Claim Form as a representative on behalf of someone else (e.g., as an executor, administrator, trustee or other representative), you must document your authority to file on their (or their estate’s) behalf. Proof of authority can include a copy of the Last Will and Testament, Letters Testamentary, evidence of probate, proof of authority as executor or beneficiary and/or any other testamentary provisions of the deceased person. Do not send originals as any documents submitted with your claim will not be returned.

Depending on whether you submit on behalf of the individual on behalf of the estate, please provide the appropriate tax identification number or last four digits of the social security number and sign the Claim Form.

The claim must be submitted for the benefit of the actual beneficial owner/purchaser of the shares or their estate. Do not submit the Claim Form in the name of the deceased person’s family or other heirs. We must issue the check to the actual beneficial owner/purchaser of the shares. We cannot issue any applicable check in the name of the deceased person’s family, beneficiaries or other heirs.

No. Plaintiffs’ Counsel will answer any questions the Court may have. However, you are welcome to attend at your own expense. If you send an objection, you do not have to come to Court to talk about it. As long as you submit your written objection on time, the Court will consider it. You may also pay your own lawyer to attend, but it is not necessary. Settlement Class Members do not need to appear at the hearing or take any other action to indicate their approval. 

If you object to the Settlement, Plan of Allocation, or any aspect of the Fee and Expense Application, you may also ask the Court for permission to speak at the Fairness Hearing. To do so, you must include with your objection (see question 24 above) a statement that you “intend to appear” at the Fairness Hearing, and you must also identify in your statement any witnesses you may call to testify, and attach copies of any exhibits you intend to introduce into evidence at the Fairness Hearing. You cannot speak at the hearing if you exclude yourself. 

If you do nothing, you will get no money from the Settlement and you will not be able to start a lawsuit, continue with a lawsuit, or be part of another lawsuit against the Released Defendants’ Parties that asserts any of the claims being released in the Settlement. Settlement Class Members who do not submit valid and timely Claim Forms shall be barred from receiving any payments from the Settlement, but they will in all other respects be subject to and bound by the terms of the Stipulation and any Judgment entered, including the releases set forth therein. 

More details about the proposed Settlement can be found in the Notice and Stipulation. You may review and download a copy of these (and other documents relating to the Action) here.

If you have any corrections or changes of name or address, please send them via email to the Claims Administrator at [email protected] or by mail to Sea Offerings Settlement, Claims Administrator, c/o Verita Global, P.O. Box 301133, Los Angeles, CA  90030-1133.  

Please note that there are multiple securities-related class action settlements involving Sea.  This Settlement pertains to those who purchased Sea ADSs and/or Notes in connection with the September 2021 public offering. There is another pending settlement against Sea that was filed in the United States District Court of Arizona [Laborers District Council Construction Industry Pension Fund, et al. vs. Sea Limited, et al., Case No. CV-23-01455-PHX-DLR] and pertains to those who purchased Sea ADSs during the period from November 15, 2022 through August 14, 2023, inclusive.