The Notice was prepared and is being made available to you pursuant to an Order of a U.S. District Court because you or someone in your family or an investment account for which you serve as custodian may have purchased or otherwise acquired Sea’s publicly-traded ADSs during the period from November 15, 2022 through August 14, 2023, both dates inclusive (the “Class Period”).

The Notice explains the Litigation, the Settlement, Class Members’ legal rights in connection with the Settlement, what benefits are available, who is eligible for them, and how to get them.

The Court in charge of the Litigation is the United States District Court for the District of Arizona, and the case is known as Laborers District Council Construction Industry Pension Fund, et al. v. Sea Limited, et al., No. CV-23-01455-PHX-DLR.  The case has been assigned to the Honorable Douglas L. Rayes.  The entity representing the Class is the Plaintiff, and the individuals and entity it sued and who have now settled are called the Defendants.

The Litigation is currently pending before the Honorable Douglas L. Rayes in the United States District Court for the District of Arizona (the “Court”).  The initial complaint in the Litigation was filed on July 21, 2023.  On October 6, 2023, the Court appointed Laborers District Council Construction Industry Pension Fund as Lead Plaintiff and Robbins Geller Rudman & Dowd LLP as Lead Counsel.  Plaintiff filed the Consolidated Complaint on December 22, 2023.  The Consolidated Complaint alleges that Defendants made materially false and misleading statements regarding its Garena (digital entertainment) and Shopee (e-commerce) business segments during the Class Period in violation of §§10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”).

On February 20, 2024, Sea filed its motion to dismiss the Consolidated Complaint, which the Individual Defendants joined on March 18, 2024.

On August 7, 2024, the Court issued an order denying in part and granting in part Defendants’ motion to dismiss.  Specifically, the Court denied Defendants’ motion to dismiss with respect to the alleged misstatements in the Consolidated Complaint concerning Garena.  It granted the motion, however, with respect to certain alleged misstatements concerning Shopee, holding these statements were not actionably misleading.  On August 21, 2024, Defendants filed a motion for reconsideration on the remaining Shopee-related claims upheld by the Court.

In December 2024, the parties commenced a mediation process with Mr. Gregory P. Lindstrom of Phillips ADR Enterprises.  An extensive December 18, 2024 mediation session was preceded by the parties’ submission of detailed mediation statements (which involved consultation with experts).  On December 27, 2024, the parties accepted Mr. Lindstrom’s mediator’s proposal and reached an agreement in principle to resolve the Litigation via a $46 million cash payment for the benefit of the Class, subject to the execution of a Stipulation of Settlement and approval by the Court.  The Stipulation (together with the Exhibits thereto) reflects the final and binding agreement among the Settling Parties.

The Court has not decided in favor of Defendants or Plaintiff.  Instead, both sides agreed to the Settlement to avoid the distraction, costs, and risks of further litigation, and Plaintiff agreed to the Settlement in order to ensure that Class Members will receive compensation.

The Court directed that everyone who fits this description is a Class Member:  all Persons who purchased or otherwise acquired Sea’s publicly-traded ADSs during the period from November 15, 2022 through August 14, 2023, both dates inclusive.  Excluded from the Class are:  Defendants, the officers and directors of Sea (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.  Also excluded from the Class are those Persons who would otherwise be a Class Member who properly exclude themselves by submitting a valid and timely request for exclusion.

Please Note: Receipt of the Notice or Postcard Notice does not mean that you are a Class Member or that you will be entitled to receive a payment from the Settlement.  If you are a Class Member and you wish to be eligible to participate in the distribution of the proceeds from the Settlement, you are required to submit the Proof of Claim which is available on this website and the required supporting documentation as set forth therein postmarked or submitted online on or before June 23, 2025.

If you are still not sure whether you are included, you can ask for free help.  You can contact the Claims Administrator toll-free at 1-877-930-5821, or you can fill out and return the Proof of Claim to see if you qualify.

The Settlement, if approved, will result in the creation of a cash settlement fund of $46 million (USD) for the benefit of the Class.  The Settlement Fund (as defined in the Stipulation) less: (a) any Court-awarded attorneys’ fees, expenses, costs, and charges (including any award to Lead Plaintiff pursuant to 15 U.S.C. §78u-4(a)(4) in connection with its representation of the Class), and interest thereon; (b) Notice and Administration Expenses; (c) Taxes and Tax Expenses; and (d) other Court-approved deductions (the “Net Settlement Fund”), will be distributed to eligible Class Members.  Distribution to Authorized Claimants (as defined in the Stipulation) will be made according to the Court-approved Plan of Allocation.  The Plan of Allocation is described in more detail at the end of the Notice.

In return, if the Settlement is approved and becomes effective, the Litigation will be dismissed with prejudice, and all Class Members who have not excluded themselves from the Class will be deemed to have waived, released, relinquished, and forever discharged with prejudice all Released Claims (as defined in the Stipulation) against all Defendants and Released Persons (as defined in the Stipulation), whether or not such Class Members submit a Claim Form.

Your share of the Net Settlement Fund will depend on several things, including the total dollar amount of claims represented by the valid Proofs of Claim that Class Members send in, compared to the dollar amount of your claim, all as calculated under the Plan of Allocation discussed in the Notice.

To be eligible to receive a payment from the Settlement, you must timely submit a Proof of Claim.  A Proof of Claim may be downloaded at this website.  Read the instructions carefully, fill out the Proof of Claim, include all the documents the form asks for, sign it, and mail (to Sea Limited 2023 Securities Litigation, c/o JND Legal Administration, Claims Administrator, P.O. Box 91130, Seattle, WA 98111) or submit it online at this website so that it is postmarked or received no later than June 23, 2025.

The Court will hold a Settlement Hearing on July 1, 2025, at 9:30 a.m., to decide whether to approve the Settlement.  If the Court approves the Settlement, there might be appeals.  It is always uncertain whether appeals can be resolved, and if so, how long it would take to resolve them.  It also takes time for all the Proofs of Claim to be processed.  Please be patient.

If you are otherwise a Class Member and do not timely and validly exclude yourself from this Settlement, you cannot sue, continue to sue, or be part of any other lawsuit against Defendants or the other Released Persons about the Released Claims (as defined below) in this case.  It also means that all of the Court’s orders will apply to you and legally bind you.  If you remain a Class Member, and if the Settlement is approved, you will give up all “Released Claims” (as defined below), including “Unknown Claims” (as defined below), against the “Released Persons” (as defined below):

“Released Claims” means any and all claims, demands, losses, costs, interest, penalties, fees, attorneys’ fees, expenses, rights, causes of action, actions, duties, obligations, judgments, debts, sums of money, suits, contracts, agreements, promises, damages, and liabilities, including Unknown Claims, and causes of action of every nature and description, whether known or unknown, direct or indirect, asserted or unasserted, matured or unmatured, accrued or unaccrued, foreseen or unforeseen, disclosed or undisclosed, contingent or fixed or vested, at law or equity, whether arising under federal, state, common or foreign law, whether class or individual in nature, that (a)  arise out of, are based upon, or relate in any way to any of the allegations, acts, transactions, facts, events, matters, occurrences, statements, representations, misrepresentations or omissions involved, set forth, alleged or referred to, in this Litigation, or which could have been alleged in, referred to or made part of this Litigation, and (b) arise out of, are based upon, or relate in any way to the purchase, acquisition, sale, transfer, investment, other transaction in, or holding or disposition of Sea securities that traded on the open market in the United States during the Class Period.  Released Claims also includes any and all claims arising out of, relating to, or in connection with the Settlement or resolution of the Litigation (including Unknown Claims), except claims relating to the enforcement of the Settlement.

“Released Defendants’ Claims” means any and all claims and causes of action of every nature and description whatsoever, including both known claims and Unknown Claims, that arise out of, are based upon, or relate in any way to the institution, prosecution, or settlement of the claims against Defendants in the Litigation, except for claims relating to the enforcement of the Settlement.

“Released Persons” means each and all of the Defendants and each Defendant’s past, present, or future direct or indirect parents, subsidiaries, divisions, branches, controlling persons, associates, entities, affiliates, or joint ventures, as well as each of their and each of Defendants’ respective past, present, or future directors, officers, employees, independent contractors, managers, servants, partners, limited partners, members, principals, trustees, advisors, auditors, accountants, agents, underwriters, insurers, co-insurers, reinsurers, shareholders, attorneys, fiduciaries, financial or investment advisors or consultants, banks or investment bankers, personal or legal representatives, agents, predecessors, predecessors-in-interest, successors, successors-in-interest, assigns, spouses, heirs, related or affiliated entities or persons, anyone acting or purporting to act for or on behalf of any of them or their successors, heirs or assigns, any other persons, firms, trusts, corporations, and other entities in which a Defendant or any past, present, or future director of Sea has a financial interest or was a sponsor, founder, or creator of the entity and, in their capacity as such, any and all officers, directors, employees, trustees, beneficiaries, settlers, creators, attorneys, consultants, agents, or representatives of any such person, firm, trust, corporation or other entity, any member of any Defendant’s immediate family, any trust of which any Defendant is the settlor or which is for the benefit of any Defendant and/or member(s) of his or her family, and the legal representatives, heirs, executors, administrators, predecessors, predecessors-in-interest, successors, successors-in-interest, or assigns of each of the foregoing.

“Unknown Claims” means:  (a) any and all Released Claims which the Releasing Plaintiff Parties do not know or suspect to exist in his, her, or its favor at the time of the release of the Released Persons, which, if known by him, her, or it, might have affected his, her, or its settlement with and release of the Released Persons, or might have affected his, her, or its decision(s) with respect to the Settlement, including, but not limited to, whether or not to object to this Settlement or seek exclusion from the Class; and (b) any and all Released Defendants’ Claims that the Released Persons do not know or suspect to exist in his, her, or its favor at the time of the release of the Lead Plaintiff, the Class, and Plaintiffs’ Counsel, which, if known by him, her, or it, might have affected his, her, or its settlement and release of Lead Plaintiff, the Class, and Plaintiffs’ Counsel.  With respect to (i) any and all Released Claims against the Released Persons, and (ii) any and all Released Defendants’ Claims against Lead Plaintiff, the Class, and Plaintiffs’ Counsel, the Settling Parties stipulate and agree that, upon the Effective Date, the Settling Parties shall expressly waive and each Releasing Plaintiff Party and Released Person shall be deemed to have, and by operation of the Judgment shall have expressly waived, the provisions, rights, and benefits of California Civil Code §1542, which provides:

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

The Settling Parties shall expressly waive and each Releasing Plaintiff Party and Released Person shall be deemed to have, and by operation of the Judgment shall have, expressly waived any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar, comparable, or equivalent to California Civil Code §1542.  The Releasing Plaintiff Parties and Released Persons acknowledge that they may hereafter discover facts in addition to or different from those which he, she, it, or their counsel now knows or believes to be true with respect to the subject matter of the Released Claims or Released Defendants’ Claims, but (a)  the Releasing Plaintiff Parties shall expressly fully, finally, and forever waive, compromise, settle, discharge, extinguish, and release, and each Releasing Plaintiff Party shall be deemed to have waived, compromised, settled, discharged, extinguished, and released, and upon the Effective Date, and by operation of the Judgment shall have waived, compromised, settled, discharged, extinguished, and released, fully, finally, and forever, any and all Released Claims against the Released Persons, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any duty, law, or rule, without regard to the subsequent discovery or existence of such different or additional facts, legal theories, or authorities, and (b) the Released Persons shall expressly fully, finally, and forever waive, compromise, settle, discharge, extinguish, and release, and upon the Effective Date, and by operation of the Judgment shall have waived, compromised, settled, discharged, extinguished, and released, fully, finally, and forever, any and all Released Defendants’ Claims against Lead Plaintiff, the Class, and Plaintiffs’ Counsel, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any duty, law, or rule, without regard to the subsequent discovery or existence of such different or additional facts, legal theories, or authorities.  The Settling Parties acknowledge, and the Releasing Plaintiff Parties and Released Persons shall be deemed by operation of the Judgment to have acknowledged, that the foregoing waiver of Unknown Claims was separately bargained for and is an essential element of the Settlement of which this release is a part.

To exclude yourself from the Class and the Settlement, you must send a letter by First-Class Mail stating that you “request exclusion from the Class in the Sea Limited 2023 Securities Litigation.”  Your letter must include your purchases, acquisitions, and sales of Sea ADSs during the Class Period, including the dates and number of Sea ADSs you purchased, acquired, and sold, and the price paid for each such purchase or acquisition and received for each such sale.  In addition, you must include your name, address, telephone number, and your signature.  You must submit your exclusion request so that it is postmarked or received (if not postmarked) no later than June 10, 2025 to:

Sea Limited 2023 Securities Litigation
Claims Administrator
c/o JND Legal Administration
P.O. Box 91130
Seattle, WA  98111

If you ask to be excluded, you will not get any payment from the Settlement, and you cannot object to the Settlement.  You will not be legally bound by anything that happens in this lawsuit, and you may be able to sue the Defendants and the other Released Persons about the Released Claims in the future, if such claims are not time-barred.

No.  Unless you exclude yourself, you give up any rights you may potentially have to sue the Defendants and the other Released Persons for any and all Released Claims.  If you have a pending lawsuit against any of the Released Persons, speak to your lawyer in that case immediately.  You must exclude yourself from the Class in this Litigation to continue your own lawsuit.  Remember, the exclusion deadline is June 10, 2025.

No.  If you exclude yourself, you should not send in a Proof of Claim to ask for any money.

The Court ordered that the law firm of Robbins Geller Rudman & Dowd LLP represents the Class Members, including you.  These lawyers are called Lead Counsel.  If you want to be represented by your own lawyer, you may hire one at your own expense.

Lead Counsel will apply to the Court for an award of attorneys’ fees not to exceed 25% of the Settlement Amount and for expenses in an amount not to exceed $200,000 in connection with the Litigation, plus interest on such fees and expenses at the same rate as earned by the Settlement Fund.  In addition, Plaintiff may seek up to $20,000 pursuant to 15 U.S.C. §78u-4(a)(4) in connection with its representation of the Class.  Such sums as may be approved by the Court will be paid from the Settlement Fund.

If you are a Class Member, you can comment on or object to the proposed Settlement, the proposed Plan of Allocation, Lead Counsel’s fee and expense application, and/or the 15 U.S.C. §78u-4(a)(4) award to Plaintiff.  You can write to the Court setting out your comment or objection.  The Court will consider your views.  To comment or object, you must send a signed letter saying that you wish to comment on or object to the proposed Settlement in the Sea Limited 2023 Securities Litigation.  Include your name, address, telephone number, and your signature (even if you are represented by counsel), identify the date(s), price(s), and number of Sea ADSs purchased, acquired, or sold during the Class Period, and state with specificity your comments or the reasons why you object to the proposed Settlement, Plan of Allocation, fee and expense application, and/or the 15 U.S.C. §78u-4(a)(4) award request, including any legal and evidentiary support for such objection.  Any objection must state whether it applies only to the objector, to the Class, or to a specific subset of the Class.  In addition, the objector must identify all class action settlements to which the objector or the objector’s counsel have previously objected.  You must also include copies of documents demonstrating your purchases, acquisitions, and/or sales of Sea ADSs during the Class Period.  Your comments or objection must be filed with the Court and mailed or delivered to each of the following addresses such that it is received no later than June 10, 2025:

Objecting is simply telling the Court that you do not like something about the Settlement.  You can object only if you stay in the Class.

Excluding yourself is telling the Court that you do not want to be paid and do not want to release any claims you think you may have against the Defendants and the other Released Persons.  If you exclude yourself, you cannot object to the Settlement because it does not affect you.

The Court will hold a Settlement Hearing at 9:30 a.m., on July 1, 2025, in the Courtroom of the Honorable Douglas L. Rayes, at the United States District Court for the District of Arizona, Sandra Day O’Connor U.S. Courthouse, 401 West Washington Street, Phoenix, AZ 85003.  At the hearing, the Court will consider whether the Settlement and the Plan of Allocation are fair, reasonable, and adequate.  If there are objections, the Court will consider them, even if you do not ask to speak at the hearing.  The Court will listen to people who have asked to speak at the hearing.  At or after the Settlement Hearing, the Court will decide whether to approve the Settlement and the Plan of Allocation.  The Court may also decide how much to approve for Plaintiffs’ Counsel’s fees, expenses, and charges, and how much it will grant Plaintiff pursuant to 15 U.S.C. §78u-4(a)(4).  We do not know how long these decisions will take.  You should be aware that the Court may change the date, time, and location of the Settlement Hearing without another notice being sent to Class Members.

There exists the possibility that the Court may decide to conduct the Settlement Hearing by video or telephonic conference, or otherwise allow Class Members to appear at the hearing by phone or video conference, without further written notice to the Class.  In order to determine whether the date and time of the Settlement Hearing have changed, or whether Class Members must or may participate by phone or video, it is important that you monitor the Court’s docket or this website, before making any plans to attend the Settlement Hearing.  Any updates regarding the Settlement Hearing, including any changes to the date and time of the hearing or updates regarding in-person or remote appearances at the hearing, will be posted to this website.  Also, if the Court requires or allows Class Members to participate in the Settlement Hearing by telephone or video conference, the information for accessing the hearing will be posted to this website.  If you want to attend the hearing, either in person or remotely, if permitted, you should check with Lead Counsel or this website beforehand to be sure that the date and/or time has not changed.

No.  Lead Counsel will answer any questions the Court may have.  But, you are welcome to come at your own expense.  If you are a Class Member and send an objection, you do not have to come to Court to talk about it.  As long as you are a Class Member and timely submit your written objection, the Court will consider it.  You may also pay your own lawyer to attend, but it is not necessary.  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, the Plan of Allocation, and/or any aspect of the fee and expense application, you may ask the Court for permission to speak at the Settlement Hearing.  To do so, you must include with your objection (see question above HOW DO I TELL THE COURT THAT I OBJECT TO THE PROPOSED SETTLEMENT?) a statement saying that it is your “Notice of Intention to Appear in the Sea Limited 2023 Securities Litigation.”  Persons who intend to object to the Settlement, the Plan of Allocation, attorneys’ fees and expenses to be awarded to Plaintiffs’ Counsel, and/or 15 U.S.C. §78u-4(a)(4) award to Plaintiff and desire to present evidence at the Settlement Hearing must include in their written objections the identity of any witnesses they may call to testify and any exhibits they intend to introduce into evidence at the Settlement Hearing.  Your notice of intention to appear must be received no later than June 10, 2025, and addressed to the Clerk of Court, Lead Counsel, and Defendants' Counsel, at the addresses listed above in question HOW DO I TELL THE COURT THAT I OBJECT TO THE PROPOSED SETTLEMENT?

You cannot speak at the hearing if you exclude yourself from the Class.

If you do nothing, you will not receive any money from this Settlement.  In addition, unless you exclude yourself, you will not be able to start a lawsuit, continue with a lawsuit, or be part of any other lawsuit against the Defendants and the other Released Persons about the Released Claims in this case.

For even more detailed information concerning the matters involved in this Litigation, you can obtain answers to common questions regarding the proposed Settlement by contacting the Claims Administrator toll-free at 1-877-930-5821.  Reference is also made to the Stipulation, to the pleadings in support of the Settlement, to the Orders entered by the Court, and to the other settlement related papers filed in the Litigation, which are posted on this website, and which may be inspected at the Office of the Clerk of the United States District Court for the District of Arizona, during regular business hours.  For a fee, all papers filed in this Litigation are available at www.pacer.gov.

The Settlement Amount of $46 million and any interest earned thereon shall be the “Settlement Fund.”  The Settlement Fund, less all taxes, tax expenses, notice and administration expenses, approved attorneys’ fees and expenses, and any other fees or expenses approved by the Court is the “Net Settlement Fund.”  The Net Settlement Fund shall be distributed to Class Members who submit timely and valid Proofs of Claim to the Claims Administrator (“Authorized Claimants”).

The Plan of Allocation as set forth in the Notice is the plan that is being proposed by Plaintiff and its counsel to the Court for approval.  The Court may approve this Plan of Allocation or modify it without additional notice to the Class.  Any order modifying the Plan of Allocation will be posted on this website.

The objective of the Plan of Allocation is to equitably distribute the Net Settlement Fund among Authorized Claimants who suffered economic losses as a result of the alleged violations of the federal securities laws during the Class Period (November 15, 2022 through August 14, 2023).  To design this Plan, Lead Counsel has conferred with its damages expert.  In calculating the estimated alleged artificial inflation allegedly caused by Defendants’ alleged misrepresentations and omissions, Plaintiff’s damages expert considered the market and industry adjusted price changes in Sea’s ADSs following certain alleged corrective disclosures regarding Sea and the allegations in the complaint.  The Plan of Allocation, however, is not a formal damages analysis.  The allocation below is based on the following inflation per share amounts for Class Period share purchases and sales as well as the statutory 90-day look-back amount of $41.03 per share of Sea ADSs pursuant to the Private Securities Litigation Reform Act. 

The Claims Administrator shall determine each Authorized Claimant’s pro rata share of the Net Settlement Fund based upon each Authorized Claimant’s “Recognized Claim.”  The Recognized Claim formula is not intended to be an estimate of the amount of what a Class Member might have been able to recover after a trial; nor is it an estimate of the amount that will be paid to Authorized Claimants pursuant to the Settlement.  Because the Net Settlement Fund is less than the total losses alleged to be suffered by Class Members, the Recognized Claim formula under the Plan of Allocation is only a method to weigh the claims of Authorized Claimants against one another for the purposes of making pro rata allocations of the Net Settlement Fund.

In order to have recoverable damages, a disclosure of the alleged truth omitted or concealed by the alleged misrepresentations must be the cause of the decline in the price of Sea ADSs.  In this case, Plaintiff alleges that corrective information was released prior to the start of trading on May 16, 2023 and August 15, 2023.

In order to have a “Recognized Claim” under the Plan of Allocation, shares of Sea ADSs must have been purchased during the Class Period and held through the issuance of at least one of the corrective disclosures.