UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 27, 2024

SCREAMING EAGLE ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-41203		N/A
(State or other jurisdictionof incorporation)		(~~CommissionFile~~Commission File Number)		(IRS EmployerIdentification No.)

955 Fifth Avenue

New York, New York

10075

(Address of principal executive offices)

(Zip Code)

(310) 209-7280

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	TradingSymbol(s)	Name of each ~~exchangeon~~exchange on which registered
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant	SCRMU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	SCRM	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	SCRMW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7 5.0107. ~~Regulation~~Submission FDof ~~Disclosure~~Matters to a Vote of Security Holders.

~~As previously disclosed, on December 22, 2023, Screaming Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company” or “~~SEAC~~”),~~ ~~entered~~Shareholders’ ~~into~~Meeting a business combination agreement (as amended on April 11, 2024, and as may be further amended, the “Business Combination Agreement” and the transactions contemplated by the Business Combination Agreement, the “Business Combination”) with SEAC II Corp., a Cayman Islands exempted company and a wholly owned subsidiary of SEAC (“New SEAC” or “Pubco”), SEAC MergerCo, a Cayman Islands exempted company and a wholly owned subsidiary of New SEAC, 1455941 B.C. Unlimited Liability Company, a British Columbia unlimited liability company and a wholly owned subsidiary of SEAC, Lions Gate Entertainment Corp., a British Columbia corporation (“Lionsgate”), LG Sirius Holdings ULC, a British Columbia unlimited liability company and a wholly owned subsidiary of Lionsgate, and LG Orion Holdings ULC, a British Columbia unlimited liability company.

On May 27, 2024, ~~Lionsgate~~Screaming ~~issued~~Eagle aAcquisition ~~press release~~Corp., ~~announcing~~a ~~that~~Cayman itIslands ~~entered~~exempted ~~into~~company ~~an Exchange Agreement~~ (~~together with all annexes and schedules thereto, the~~ “~~Exchange Agreement~~SEAC”) ~~with Lions Gate Capital Holdings 1~~, ~~Inc.~~held ~~(“LGCH1”),~~an ~~Lions~~extraordinary ~~Gate~~general ~~Capital~~meeting ~~Holdings~~of ~~LLC~~shareholders (~~“LGCH”, and together with Lionsgate and LGCH1,~~ the “~~Lionsgate~~SEAC ~~Parties~~Shareholders’ Meeting”) ~~and~~in ~~certain~~connection ~~holders~~with ofits ~~5.500%~~proposed ~~Senior~~business ~~Notes~~combination ~~due 2029~~ (the “~~Existing~~Business ~~Notes~~Combination”) ~~previously issued by LGCH (such holders, the “Noteholder Parties”, and together~~ with ~~the~~Lions ~~Lionsgate~~Gate ~~Parties,~~Entertainment ~~the~~Corp. (“~~Parties~~Lionsgate”) ~~pursuant to which the Parties agreed to enter into a private exchange of the Noteholder Parties’ Existing Notes for new 5~~.~~500%~~ Exchange Notes due 2029 (New Notes) to be issued by LGCH1. Under the terms of the Exchange Agreement, approximately $383 million in aggregate principal amount of the Existing Notes will be exchanged for New Notes. The consummation of the transactions contemplated by the Exchange Agreement is subject to the satisfaction of certain closing conditions as set forth therein. A copy of the press release of Lionsgate is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.

~~The~~On ~~information~~April 16, ~~contained~~2024, inthe ~~Item~~record ~~7.01~~date offor ~~this~~the ~~Current~~SEAC ~~Report~~Shareholders’ ~~on Form 8-K~~Meeting, ~~including~~there ~~Exhibit~~were ~~99.1~~35,925,223 ~~shall~~Class A ~~not~~ordinary beshares, ~~incorporated~~par byvalue ~~reference~~$0.0001 ~~into~~per ~~any~~share, ~~filing~~ of ~~the~~SEAC ~~Company,~~(“Class A ~~whether~~Ordinary ~~made~~Shares” ~~before~~ or ~~after~~“public ~~the~~shares”) ~~date~~and ~~hereof~~18,750,000 ~~regardless~~Class B ofordinary ~~any~~shares, ~~general~~par ~~incorporation~~value ~~language~~$0.0001 inper ~~such~~share ~~filing,~~(“Class B ~~unless~~Ordinary ~~expressly~~Shares” ~~incorporated~~and bytogether ~~specific~~with ~~reference~~the toClass A ~~such~~Ordinary ~~filing.~~Shares, ~~The~~the ~~information~~“Ordinary inShares”), ~~this~~entitled ~~Current~~to ~~Report~~be onvoted ~~Form~~at ~~8-K, including~~ the ~~exhibits~~SEAC ~~hereto,~~Shareholders’ ~~shall~~Meeting. ~~not~~At bethe ~~deemed~~SEAC toShareholders’ beMeeting, ~~“filed”~~30,667,546 ~~for~~Ordinary ~~purposes~~Shares, ofor ~~Section 18~~approximately 85.4% of the ~~Securities~~shares ~~Exchange~~entitled ~~Act~~to ofvote ~~1934,~~at asthe ~~amended~~SEAC Shareholders’ Meeting, orwere ~~otherwise~~represented ~~subject~~in toperson ~~the~~or ~~liabilities~~by ofproxy, ~~that~~which ~~section~~constituted a quorum.

~~Item~~SEAC’s 9shareholders voted on the following proposals at the SEAC Shareholders’ Meeting, each of which were approved.~~01.~~ ~~Financial~~The ~~Statements~~final ~~and~~vote ~~Exhibits~~tabulation is set forth below.

~~(d)~~Shareholder ~~Exhibits~~Proposal No. 1 – Business Combination Proposal

ExhibitNo.		Description
99.1		Press Release of Lions Gate Entertainment Corp., dated May 2, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

A proposal to approve, by special resolution, the business combination agreement, dated December 22, 2023, by and among SEAC, Lionsgate, LG Sirius Holdings ULC, a British Columbia unlimited liability company and a wholly owned subsidiary of Lionsgate (“Studio HoldCo”), LG Orion Holdings ULC, a British Columbia unlimited liability company and a wholly-owned subsidiary of Lions Gate Parent (“StudioCo”), SEAC II Corp., a Cayman Islands exempted company and a wholly-owned subsidiary of SEAC (“New SEAC” or “Pubco” following the consummation of the Business Combination), SEAC MergerCo, a Cayman Islands exempted company and a direct, wholly-owned subsidiary of New SEAC (“MergerCo”), 1455941 B.C. Unlimited Liability Company, a British Columbia unlimited liability company and a direct, wholly-owned subsidiary of SEAC (“New BC Sub”), and the other parties thereto (the “BCA Parties”) (as amended on April 11, 2024 and as may be further amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), and the transactions contemplated thereby (the “Business Combination Proposal”).

~~Additional~~The ~~Information~~voting ~~about~~results ~~the~~for ~~Business~~such ~~Combination~~proposal ~~and~~were ~~Where~~as tofollows: ~~Find It~~

In connection with the Business Combination, Pubco filed the Registration Statement with the SEC, which includes a proxy statement/prospectus that is both the proxy statement of SEAC and a prospectus of Pubco relating to the shares to be issued in connection with the Business Combination. The Registration Statement was declared effective by the SEC on April 16, 2024. SEAC will mail the definitive proxy statement/prospectus relating to the Business Combination to its shareholders and public warrant holders as of the Record Date. The definitive proxy


For	Against	Abstain
29,659,455	1,008,091	0

~~statement~~Shareholder ~~contains~~Proposal ~~important information about the Business Combination and the other matters to be voted upon at Extraordinary General Meetings~~No. 2 ~~This~~– Current Report does not contain all the information that should be considered concerning the Business Combination and other matters and is not intended to provide the basis for any investment decision or any other decision in respect of such matters. SEAC, ~~Pubco~~Merger ~~and~~Proposal Lionsgate may also file other documents with the SEC regarding the Business Combination. SEAC’s shareholders, public warrant holders and other interested persons are advised to read the definitive proxy statement/prospectus and any other documents filed in connection with the Business Combination, as these materials may contain important information about the parties to the Business Combination Agreement, and the Business Combination.

~~SEAC’s~~A ~~shareholders,~~proposal ~~public~~to ~~warrant~~approve, ~~holders~~by ~~and~~special ~~other~~resolution, ~~interested~~assuming ~~persons~~the ~~may~~Business ~~obtain~~Combination ~~copies~~Proposal ofis ~~the~~approved ~~Registration~~and ~~Statement~~adopted, ~~including~~ the ~~preliminary~~SEAC ~~proxy~~Merger ~~statement/prospectus~~(as ~~contained~~defined ~~therein,~~in the ~~definitive~~Business ~~proxy~~Combination ~~statement/prospectus~~Agreement) and ~~other~~the ~~documents~~Plan ~~filed~~of orMerger, ~~that~~as ~~will~~contemplated beby ~~filed~~the ~~with~~Business ~~the~~Combination ~~SEC~~Agreement, ~~free~~pursuant ofto ~~charge~~which, by SEAC, ~~Pubco~~will ~~and~~merge ~~Lionsgate~~with ~~through~~and ~~the~~into ~~website~~MergerCo, ~~maintained~~with byMergerCo as the ~~SEC~~surviving ~~at www~~entity.~~sec.gov.~~

~~Participants~~The invoting ~~the~~results ~~Solicitation~~for such proposal were as follows:

SEAC, Lionsgate, Pubco and their respective directors and officers may be deemed participants in the solicitation of proxies of SEAC shareholders and public warrant holders in connection with the Business Combination. More detailed information regarding the directors and officers of SEAC, and a description of their interests in SEAC, is contained in the definitive proxy statement/prospectus, and is available free of charge at the SEC’s website at www.sec.gov. Additionally, information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of SEAC’s shareholders and public warrant holders in connection with the Business Combination and other matters to be voted upon at the SEAC Business Combination Meetings are set forth in the definitive proxy statement/prospectus.


For	Against	Abstain
29,659,454	1,008,092	0

~~Forward-Looking~~Shareholder ~~Statements~~Proposal No. 3 – Advisory Organizational Documents Proposals

~~This~~To ~~Current~~approve ~~Report~~on ~~contains~~a ~~certain statements that may constitute “forward~~non-~~looking~~binding ~~statements”~~advisory ~~within the meaning of Section 27A of the Securities Act~~basis, ~~and~~by ~~Section 21E~~ordinary ~~of the Exchange Act. Forward-looking statements include~~resolution, but are not limited to, statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “would” and similar expressions may identify forward-looking statements, but the ~~absence~~governance ofprovisions ~~these~~contained words does not mean that a statement is not forward-looking. Forward-looking statements may include, for example, statements about SEAC’s or Lionsgate’s ability to effectuate the Business Combination; the benefits of the Business Combination; the future financial performance of Pubco (which will be the go-forward public company following the completion of the Business Combination) following the Business Combination; changes in Lionsgate’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management. These forward-looking statements are based on information available as of the ~~date~~notice of ~~this~~articles ~~Current Report,~~ and ~~current~~articles ~~expectations, forecasts and assumptions, and involve a number~~ of ~~judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing SEAC’s, Lionsgate’s or~~ Pubco’s ~~views as of any subsequent date, and none of SEAC, Lionsgate or Pubco undertakes any obligation~~ to ~~update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may~~ be ~~required~~adopted under applicable securities laws. Neither Pubco nor SEAC gives any assurance that either Pubco or SEAC will achieve its expectations. You should not place undue reliance on these forward-looking statements. As a result of a number of known and unknown risks and uncertainties, Pubco’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include: (i) the timing to complete the Business Combination by SEAC’s business combination deadline, and the potential failure to obtain an extension of the business combination deadline if further sought by SEAC; (ii) the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreements relating to the Business Combination; (iii) the outcome of any legal, regulatory or governmental proceedings that may be instituted against Pubco, SEAC, Lionsgate or any investigation or inquiry following announcement of the transaction, including in connection with the Business Combination; ~~(iv) the~~that ~~inability~~materially toaffect ~~complete~~ the ~~Business~~rights ~~Combination due to the failure to obtain approval~~ of SEAC’s shareholders ~~or SEAC’s public warrant holders; (v) Lionsgate’s and Pubco’s success in retaining or recruiting~~, orpresented ~~changes~~as ~~required in, its officers, key employees or directors following~~ the Business Combination; (vi) the ability of the parties to obtain the listing of Pubco’s securities on a national securities exchange upon the date of closing of the Business Combination; (vii) the risk that the Business Combination disrupts current plans and operations of Lionsgate; (viii) the ability to recognize the anticipated benefits of the Business Combination; (ix) unexpected costs related to the Business Combination; (x) the amount of redemptions by SEAC’s public shareholders being greater than expected; (xi) the management and board composition of Pubco following ~~completion~~sub-proposals: of the Business Combination; (xii) limited liquidity and trading of Pubco’s securities following completion of the Business Combination; (xiii) changes in domestic and foreign business, market, financial, political and legal conditions, (xiv) the possibility that Lionsgate or SEAC may be adversely affected by other economic, business, and/or competitive factors; (xv) operational risks; (xvi) litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on Lionsgate’s resources; (xvii) the risk that the consummation of the Business Combination is substantially delayed or does not occur; and (xix) other risks and uncertainties indicated from time to time in the Registration Statement, including those under “Risk Factors” therein, and in the other filings of SEAC, Pubco and Lionsgate with the SEC.

No(a) ~~Offer~~A orproposal ~~Solicitation~~to increase the number of authorized share capital to unlimited number of common shares of Pubco, without par value:

This Current Report does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase, any securities of Lionsgate, SEAC, Pubco or any of their respective affiliates. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom, nor shall any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction be affected. No securities commission or securities regulatory authority in the United States or any other jurisdiction has in any way passed upon the merits of the transaction or the accuracy or adequacy of this communication.


For	Against	Abstain
26,607,371	3,786,279	273,896

(b)

A proposal to remove classification of directors, so that the board of directors of Pubco will not be divided into classes and each director will be elected on an annual basis:


For	Against	Abstain
29,385,497	1,008,192	273,857

(c)

A proposal to require the directors of Pubco to be appointed by ordinary resolution of the shareholders of Pubco:


For	Against	Abstain
29,385,498	1,008,191	273,857

(d)

A proposal to require the directors of Pubco to be removed by the shareholders of Pubco with or without cause by special resolution:


For	Against	Abstain
26,810,458	3,583,192	273,896

(e)

A proposal to provide that in the case of an equality of votes, at either a meeting of shareholders or a meeting of directors, the chairman shall not be entitled to a second or casting vote:


For	Against	Abstain
29,385,498	1,008,191	273,857

(f)

A proposal to provide that, in accordance with the Business Corporations Act (British Columbia) (the “BC Act”), shareholders who hold in aggregate at least 1/20 of the issued shares entitled to vote at general meetings may requisition general meetings, subject to compliance with applicable requirements under the BC Act:


For	Against	Abstain
29,385,497	1,008,192	273,857

(g)

A proposal to remove a provision requiring an exclusive forum for certain shareholder litigation:


For	Against	Abstain
29,385,459	1,008,230	273,857

(h)

A proposal to remove provisions related to Pubco’s status as a blank check company, as they will no longer be relevant to Pubco following the closing of the Business Combination:


For	Against	Abstain
29,385,497	1,008,192	273,857

Shareholder Proposal No. 4 – Stock Issuance Proposal

A proposal to approve, by ordinary resolution, for the purposes of complying with the applicable listing rules of the Nasdaq Stock Market LLC, the issuance of (x) up to 23,091,217 common shares of Pubco (the “Pubco Common Shares”) and up to 2,018,951 Class A Ordinary Shares issued to such investors participating in a private placement (the “PIPE” and such investors, the “PIPE Investors”) in connection with shares purchased by the PIPE Investors for which they have exercised their reduction right in accordance with the terms of their Subscription Agreement (as defined in the Business Combination Agreement), in each case, to PIPE Investors in accordance with the terms of the Subscription Agreements, plus any additional shares pursuant to additional subscription agreements,

non-redemption agreements or other agreements SEAC may enter into prior to the closing of the Business Combination and (y) up to 253,435,794 Pubco Common Shares to Studio HoldCo, a subsidiary of Lionsgate, in accordance with the terms of the Business Combination Agreement, in each case, in connection with the Business Combination.

The voting results for such proposal were as follows:


For	Against	Abstain
29,385,498	1,008,191	273,857

In connection with the SEAC Shareholders’ Meeting, shareholders holding 10,147,350 Class A Ordinary Shares exercised their right to redeem such shares for a pro rata portion of the funds in SEAC’s trust account maintained by Continental Stock Transfer & Trust Company.

SEAC Public Warrantholders’ Meeting

Also on May 7, 2024, SEAC held an extraordinary general meeting (the “SEAC Public Warrantholders’ Meeting” and together with the SEAC Shareholders’ Meeting, the “SEAC Business Combination Meetings”) of public warrantholders (the “Public Warrantholders”) in connection with the Business Combination.

On April 16, 2024, the record date for the SEAC Public Warrantholders’ Meeting, there were 25,000,000 outstanding public warrants of SEAC (the “Public Warrants”) (such warrants being the warrants of SEAC issued as part of the units in SEAC’s initial public offering, each of which entitle the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share). At the SEAC Public Warrantholders’ Meeting, 16,706,854 Public Warrants, or approximately 66.8% of the warrants entitled to vote at the SEAC Public Warrantholders’ Meeting, were represented in person or by proxy, which constituted a quorum.

SEAC’s Public Warrantholders voted on the following proposal at the SEAC Public Warrantholders’ Meeting, which was approved. The final vote tabulation is set forth below.

Warrantholder Proposal No. 1 – Warrant Agreement Amendment Proposal

A proposal to approve and adopt an amendment to the terms of the warrant agreement that governs all of SEAC’s warrants to provide that each of the then outstanding Public Warrant will be exchanged by such holder for cash in the amount of $0.50 per whole Public Warrant.

The voting results for such proposal were as follows:


For	Against	Abstain
15,571,321	795,272	340,261

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 313, 2024


SCREAMING EAGLE ACQUISITION CORP.

By:		/s/ Eli Baker
Name:		Eli Baker
Title:		Chief Executive Officer

Filing Compare · Screaming Eagle Acquisition Corp.