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CORRESP

 February 9, 2024

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street NE

 Washington, D.C.
20549

Attn:
 Nasreen Mohammed

Theresa Brillant

 Rucha Pandit

 Donald Field

Re:
 SEAC II Corp.

Registration Statement on Form S-4

Filed January 5, 2024

File No. 333-276414

Ladies and Gentlemen:

 On behalf of our client,
SEAC II Corp., a Cayman Islands exempted company (the “Company”), we are writing to submit the Company’s responses to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange
Commission (the “Staff”) with respect to the above-referenced registration statement on Form S-4 submitted on January 5, 2024 (the “Registration Statement”), contained in
the Staff’s letter dated February 5, 2024 (the “Comment Letter”).

 The Company has filed via EDGAR Amendment
No. 1 to the Registration Statement on Form S-4 (the “Amended Registration Statement”), which reflects the Company’s responses to the comments received by the Staff and certain
updated information. For ease of reference, each comment contained in the Comment Letter is printed below in bold and is followed by the Company’s response. All page references in the responses set forth below refer to page numbers in the
Amended Registration Statement. Capitalized terms used but not defined herein have the meanings set forth in the Amended Registration Statement.

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.

 United States Securities and Exchange Commission

February 9, 2024

 Response: The Company has revised the disclosure on the cover page of the Amended
Registration Statement in response to the Staff’s comment.

 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.

 Response: The Company has revised the disclosure on page 26 of the Amended
Registration Statement in response to the Staff’s comment.

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.

 Response: The Company has revised the disclosure on pages 23-25 of the Amended Registration Statement in
response to the Staff’s comment.

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.

Response: The Company has revised the disclosure on pages 24-25 of the Amended Registration Statement in response to the Staff’s
comment.

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 United States Securities and Exchange Commission

February 9, 2024

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.

 Response: The Company has revised the disclosure on page 34 of the Amended Registration Statement in
response to the Staff’s comment.

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.

Response: The Company has revised the disclosure on pages 22-23 of the Amended Registration Statement in response to the
Staff’s comment. The Company has also revised its disclosure on page 23 of the Amended Registration Statement to disclose the fees and expenses payable to Citi and Morgan Stanley for their services, including those associated with raising
financing via the PIPE investment.

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 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.

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 United States Securities and Exchange Commission

February 9, 2024

 Response: The Company has revised the disclosure on pages 28-29, 31, 44-45, 97
and 128 of the Amended Registration Statement to clarify that the parties expect that the consideration to be paid to the non-redeeming SEAC Public Shareholders in the Business Combination will consist of one Pubco Common Share or a combination of
Pubco Common Shares and SEAC Cash Consideration, and will not consist solely of SEAC Cash Consideration. Accordingly, consistent with the disclosure in SEAC’s IPO prospectus, the non-redeeming SEAC Public Shareholders are expected to own a
minority interest in Pubco after the Closing.

 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.

 Response: The Company has revised the disclosure on page 29 of the Amended Registration Statement in
response to the Staff’s comment.

 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.

Response: The Company has revised the disclosure on pages 27-29 of the Amended Registration Statement in response to the
Staff’s comment.

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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 United States Securities and Exchange Commission

February 9, 2024

 Response: The Company has revised the disclosure on pages 27-29 of the Amended
Registration Statement in response to the Staff’s comment.

 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.

 Response:
The Company has revised the disclosure on pages 35-37, 64-65, 92-93 and 155-156 of the Amended Registration Statement in response to the Staff’s comment.

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.

Response: The Company has revised the disclosure on pages 36, 65, 93 and 156 of the Amended Registration Statement in response to
the Staff’s comment.

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.

 Response: The Company has revised the disclosure on
pages 23, 36, 37 and 157 of the Amended Registration Statement in response to the Staff’s comment.

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 United States Securities and Exchange Commission

February 9, 2024

 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.

Response: The Company has revised the disclosure on page 43 of the Amended Registration Statement in response to the Staff’s
comment.

 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.

 Response: The Company has revised the disclosure on page 49
of the Amended Registration Statement in response to the Staff’s comment.

 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.

 Response: The Company has revised the disclosure on pages 63 and
117, and throughout the Amended Registration Statement in response to the Staff’s comment.

 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.

Response: The Company has revised the risk factors on pages 102 and 105 of the Amended Registration Statement in response to the
Staff’s comment.

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.

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 United States Securities and Exchange Commission

February 9, 2024

 Response: The Company has added a risk factor on pages 75-76 of the Amended
Registration Statement in response to the Staff’s comment.

 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.

Response: The Company has revised the disclosure on pages 96-97 of