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United States securities and exchange commission logo
February 5, 2024
Eli Baker
Chief Executive Officer
SEAC II Corp.
955 Fifth Avenue
New York, New York 10075
Re:SEAC II Corp.
Registration Statement on Form S-4
Filed January 5, 2024
File No. 333-276414
Dear Eli Baker:
            We have reviewed your registration statement and have the following comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-4 Filed January 5, 2024
Cover Page
1.We note your disclosure that SEAC's Class A Ordinary Shares, Public Warrants and Units
are currently listed on Nasdaq under the symbols “SCRM” and “SCRMW” and
"SCRMU," respectively. Please revise to disclose the market price of SEAC's Class A
Ordinary Shares, Public Warrants and Units as of the latest practicable date. Refer to
Item 501(b)(3) of Regulation S-K.
Questions and Answers, page 17
2.We note that the SEAC Board formed a special transaction committee due to potential
conflicts of interest. Please revise to add a new question and answer to discuss in greater
detail why a special transaction committee was formed. In this regard, we note that Mr.
Sloan appears to have material relationships with Lions Gate Entertainment Corp., i.e.
shareholder and directorships.

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3.Please revise to add a new question and answer which discusses and quantifies the
aggregate transaction value for this proposed business combination. Please include clear
disclosure regarding the purchase price for StudioCo to include the value and pricing of
consideration provided to Lions Gate Entertainment Corp. In this regard, please disclose
the pricing of the 250,220,841 shares being provided to Lions Gate Entertainment Corp. in
comparison to the value and pricing being assigned to SEAC's Public Shareholders new
shares, SEAC Sponsors new shares and the PIPE Investors new shares.
4.We note that the different shareholder contingency groups appear to be investing into the
proposed business combination at different relative values. For example, it appears that
the PIPE Investors are investing at $9.63 per share. We also note that the Sponsor appears
to be converting its shares on a one-for-one basis while SEAC Public Shareholders are
converting based on a formula tied to the amount remaining in the trust account and a
$10.70 share price. Please revise to add a new question and answer to directly address,
quantify and explain why the different shareholder contingency groups are investing into
the new holding company at different relative values and pricing.
5.Please revise to add a new question and answer discussing the Sponsor Securities
Repurchase. In this regard, it appears that the Sponsor will be exchanging 16,740,000
shares for $1.00 and a new option for 2,200,000 shares. Please detail the vesting of such
options, the applicable exercise price of the options and their relative value.
6.We note that the Screaming Eagle Acquisition Corp. IPO raised $750,000,000 which was
placed into the company's trust account for the intended purpose of completing a business
combination. We also note that this proposed business combination includes a SEAC Cash
Consideration Trigger of $175,000,000. Please add a new question and answer discussing
the difference between the amount in the trust account and the SEAC Cash Consideration
Trigger and confirm the potential amount that will be returned to SEAC Public
Shareholders in the form of SEAC Cash Consideration. Additionally, we note that the
company intends to raise new financing via a PIPE Investment. Please discuss and
compare the amount of the PIPE Investment versus the potential amount being returned to
SEAC Public Shareholders to include the pricing difference. In this regard, it appears that
the company is paying a premium for the new PIPE Investment versus using existing
funds in the trust account. The pricing difference appears to be $10.70 versus $9.63 per
share, a difference of $1.07 per share and an additional cost of approximately $19 million
versus using funds from the trust account. Additionally, we note there are additional fees
and expenses associated with raising financing via the PIPE Investment, i.e. amounts
owed to the co-placement agents. Please also address these additional fees and expenses in
this discussion.
7.We note that, in this proposed business combination, the structure contemplates returning
money to public shareholders outside the standard redemption process and instead relying
upon PIPE financing. Additionally, we note that under certain circumstances SEAC Public
Shareholders may only receive "cash in the amount of $10.70 per SEAC Class A Ordinary
Share and no Pubco Common Shares" which appears contrary to the disclosure in the

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Screaming Eagle Acquisition Corp. IPO which contemplated that public shareholders
would own a portion of the new combined company (although maybe in a minority
position versus being completely cashed out). Please add a new question and answer
discussing this atypical De-SPAC structure. Additionally, please advise how and why this
structure does not conflict with or contradict the disclosure contained in the Screaming
Eagle Acquisition Corp. IPO.
Q: How will the proceeds from the Business Combination be used by Pubco?, page 23
8.Please revise the answer to quantify the amounts that will be used for the various detailed
purposes.
Q: What will be the equity stakes of the SEAC Public Shareholders, SEAC Insiders, Lions Gate
Parent and the PIPE Investors . . . ?, page 23
9.Please revise the table here and elsewhere as appropriate to disclose all possible sources
and extent of dilution that public shareholders who elect not to redeem their shares may
experience in connection with the business combination. Provide disclosure of the impact
of each significant source of dilution, including the amount of equity held by founders,
convertible securities, including warrants retained by redeeming shareholders, at each of
the redemption levels detailed in your sensitivity analysis, including any needed
assumptions. In this regard, please also expand footnote (1) to briefly summarize any
vesting restrictions related to the options held by the Sponsor and the exercise price of the
options.
10.We note your tabular disclosure depicting resulting ownership scenarios based on
redemptions by the public stockholders, including assuming no redemptions of public
shares and assuming the maximum redemptions of public shares. We also note that the no
redemptions and maximum redemptions scenarios in this tabular disclosure are identical.
Please expand this answer or add a new question and answer to explain in detail why the
SEAC's Public Shareholders ownership percentage remains fixed in this proposed
business combination. In this regard, we note that the merger consideration (cash and
stock mix) due to SEAC Public Shareholders appears to change based on a formula tied to
the amount of funds remaining in the trust account. Consider adding an illustrative chart
with different trust account amounts to demonstrate the potential merger consideration
(cash and stock mix) due to SEAC Public Shareholders at various trust amount levels.

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Q: What interests do the current officers and directors have in the Business Combination?, page
28
11.Please quantify the aggregate dollar amount and describe the nature of what the Sponsor
and its affiliates have at risk that depends on completion of the business combination.
Include the current value of loans extended, fees due, and out-of-pocket expenses for
which the Sponsor and its affiliates are awaiting reimbursement. Provide similar
disclosure for SEAC's officers and directors, if material. Please make consistent revisions
in each place where this disclosure appears in your proxy statement/prospectus. In this
regard, we note that a number of the bullets lack quantification of identified interests.
12.Please revise the eighth bullet and elsewhere as appropriate to highlight all material
interests in the transaction held by Harry E. Sloan. As an example only, clarify and
quantify whether Harry E. Sloan holds any of Lion's Gate Entertainment Corp.'s common
stock.
13.To the extent possible, please include a bullet quantifying all fees and reimbursable
expenses to be paid to Citi, the IPO underwriter as well as co-placement agent for the
PIPE investments. Provide similar disclosure for fees and reimbursable expenses to be
paid to Morgan Stanley, the other co-placement agent. Lastly, please clarify the extent to
which the aggregate fees and reimbursable expenses are contingent upon the
consummation of the business combination. Please make conforming revisions throughout
the proxy statement/prospectus as appropriate.
Q: What happens to the funds deposited in the Trust Account after consummation of the
Business Combination?, page 35
14.To the extent possible, please revise to specifically quantify the amount of funds to be
used for the stated purposes. Consider adding a chart or some other presentation so public
shareholders can clearly understand how the funds held in the Trust Account are being
used in connection with this proposed business combination.
Summary of Proxy Statement/Prospectus, page 41
15.Please revise the StudioCo summary on page 42 to briefly discuss the Studio Business and
what is being acquired in this proposed business combination.
Vote of the SEAC Insiders, page 53
16.We note that this section uses the terms SEAC Insiders and SEAC Sponsor which have
slightly different definitions. In this regard, we note that SEAC Insiders includes SEAC
management. Please revise this section and any other applicable sections to clarify the
number of shares SEAC Insiders hold and whether those aggregate share will be voted in
favor of the proposed business combination.

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Risk Factors, page 64
17.Please include a risk factor to discuss the risks associated with failing to close the PIPE
investment. As examples only, discuss how (i) the PIPE investment is a condition to
closing and (ii) failure to close the PIPE investment could impact your ability to satisfy
the minimum cash condition for closing.
18.To the extent material, please include a risk factor discussing the minimum guarantee
arrangements associated with LG Studio's content licensing agreements. In this regard, we
note the disclosure on page 230 that the "content licensing arrangements include fixed fee
and minimum guarantee arrangements." As examples only, please disclose your
material minimum guarantees or advanced payments for the financial statement periods
included in the proxy statement/prospectus.
SEAC Shareholders will experience immediate dilution as a consequence of the issuance of
Pubco Common Shares, page 83
19.Please revise to discuss more specifically (by percentage) how the ownership of SEAC
Public Shareholders is changing from SEAC to Pubco. Additionally, please expand the
second paragraph to discuss more specifically the scenarios where SEAC Public
Shareholders would be completely cashed out of the proposed business combination.
SEAC Merger, page 102
20.Consider adding an illustrative chart with different trust account amounts to demonstrate
the potential merger consideration (cash and stock mix) due to SEAC Public Shareholders
at various trust amount levels.
StudioCo, page 109
21.Please revise this section throughout to discuss in greater detail the negotiations regarding
the affect of the proposed transaction on SEAC Public Shareholders. In this regard, please
discuss the negotiations regarding the stock and cash mix due to SEAC Public
Shareholders, how this mix and the ultimate SEAC Public Shareholder's equity
position was determined, how the size of the PIPE Investment was determined in relation
to the size of the trust account, how the Sponsor's and PIPE Investor's equity position was
determined in relation to the SEAC Public Shareholder's equity position, etc. Please
include enough information so that SEAC Public Shareholders can fully understand how
the negotiations evolved regarding their merger consideration (stock and cash) and
ultimate equity position in the new holding company in comparison to the other
shareholder contingency groups (i.e. Lions Gate Parent, Sponsor and new PIPE Investors).
22.We note your disclosure on page 110 that on July 15, 2023, SEAC management sent
"a non-binding term sheet for a business combination between SEAC and StudioCo,
including the potential acquisitions of eOne and the other third party target." Please revise
to provide additional detail regarding the material terms or other points that were

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negotiated between the parties in the exchange of drafts of the non-binding term sheet
during this time; in this regard, we note that "Mr. Baker sent a revised non-binding term
sheet" on August 11, 2023. We further note that the "term sheet contemplated a pre-
money enterprise value for the Lionsgate studio business of between $4.2 and
$4.9 billion." Please revise to provide more detail regarding any term sheet negotiations.
23.We note your disclosure on page 113 that on November 2, 2023, "Mr. Baker updated the
SEAC Board on the specific negotiations with Lions Gate Parent, including that the pre-
money enterprise valuation would be $4.6 billion." Please revise the disclosure in this
section to include a more detailed description of the negotiations and board considerations
relating to the valuation of StudioCo. As examples only, please provide additional
disclosure regarding which party proposed the initial valuation of the target and how the
valuation amount evolved throughout the course of negotiations. In revising your
disclosure, please revise to clarify whether the pre-money enterprise value of $4.6 billion
exchanged on November 2, 2023 was the final agreed-upon valuation of StudioCo and
discuss how such valuation was used in setting the transaction consideration.
24.We note your disclosure on page 111 that on August 11, 2023, Mr. Baker sent a
revised non-binding term sheet to Mr. Feltheimer, the principal terms of which included
"a PIPE of at least $150 million."  We further note your disclosure on page 114 that
"SEAC was successful in obtaining PIPE commitments in excess of the $150 million
required under the non-binding term sheet, and it was proposed that the parties agree to
expand the PIPE to $175 million," the commitments for which "were made pursuant to a
form of PIPE Subscription Agreement negotiated by SEAC, Lions Gate Parent and the
PIPE Investors." Please revise this section to include more detail regarding the PIPE
investment negotiations. As examples only, please disclose any preliminary discussions
about the need to obtain additional financing for the combined company through PIPE
investments beyond the amounts available in the trust account, the terms of the financing
and a description of the negotiations r