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United States securities and exchange commission logo
May 3, 2024
Eli Baker
Chief Executive Officer
SEAC II Corp.
955 Fifth Avenue
New York, NY 10075
Re:SEAC II Corp.
Registration Statement on Form S-1
Filed April 22, 2024
File No. 333-278849
Dear Eli Baker:
            We have conducted a limited review of 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-1 filed April 22, 2024
Cover Page
1.It appears that this registration statement will become effective following listing of
Pubco's common shares on Nasdaq and that the selling shareholders will conduct an at-
the-market offering. Once available, please revise to disclose the market price of Pubco's
common shares as of the latest practicable date. Refer to Instruction 2 to Item 501(b)(3) of
Regulation S-K.
2.For each of the shares being registered for resale, disclose the price that the selling
shareholders paid or will pay for such shares. In this regard, we note that the number of
shares to be purchased at the purchase price of $9.63 per share versus the purchase price
of $10.165 per share is not specified. Further, the price to be paid for the additional
2,018,951 shares that may be issued pursuant to exercise of certain reduction rights under
the subscription agreements is not disclosed. Based on the foregoing, it appears that there
are three different categories of shares with each category at different purchase prices.

 FirstName LastNameEli Baker
 Comapany NameSEAC II Corp.
 May 3, 2024 Page 2
 FirstName LastName
Eli Baker
SEAC II Corp.
May 3, 2024
Page 2
3.It appears that the shares being registered for resale will constitute a considerable
percentage of Pubco’s public float. Additionally, we note that all of the shares being
registered for resale are to be purchased by the selling shareholders for prices below the
current market price of Pubco's common shares. Disclose on the cover page and elsewhere
as appropriate the number of shares being registered as a percentage of Pubco's public
float, and highlight the negative impact sales of shares on this registration statement could
have on the public trading price of the common shares.
Risk Factors
Risks Related to Ownership of Pubco's Securities, page 37
4.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of the
common shares. To illustrate this risk, disclose the various purchase prices of the
securities being registered for resale and the percentage that these shares will represent of
the total number of shares outstanding and of Pubco's public float. Also disclose that even
if the trading price of the common shares is at or below the SPAC IPO price, some of the
private placement investors have an incentive to sell because they will still profit on sales
because of the lower price that they purchased their shares than the public investors.
General
5.Revise your prospectus to disclose the price that each selling shareholder paid for the
shares being registered for resale. Highlight any differences in the trading price, the prices
at which the private placement investors acquired their shares, and the price at which the
public securityholders acquired their shares, once such information is available. To the
extent applicable, disclose that while the private placement investors may experience a
positive rate of return based on the trading price, the public securityholders may not
experience a similar rate of return on the securities they purchased due to differences in
the purchase prices and the trading price following the consummation of the Business
Combination. Further, please disclose the potential profit the various groups of selling
shareholders will earn based on the trading price, once such information is available.
Include appropriate risk factor disclosure.

 FirstName LastNameEli Baker
 Comapany NameSEAC II Corp.
 May 3, 2024 Page 3
 FirstName LastName
Eli Baker
SEAC II Corp.
May 3, 2024
Page 3
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Rebekah Reed at 202-551-5332 or Donald Field at 202-551-3680 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Joel Rubinstein