SEAC II Corp.
955 Fifth Avenue
New York, New York 10075
April 15, 2024
VIA EDGAR
Division of Corporation Finance
Office of Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | SEAC II Corp. |
| Amendment No. 5 to Registration Statement on Form S-4 |
| Filed April 12, 2024 |
| File No. 333-276414 |
Ladies and Gentlemen:
Pursuant to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission promulgated under the Securities Act of 1933, as amended, SEAC II Corp. hereby respectfully requests that the effective date of the above-captioned Registration Statement on Form S-4, as amended (the “Registration Statement”) be accelerated to, and that the Registration Statement be declared effective at, 4:00 p.m., prevailing Eastern Time, on April 16, 2024, or as soon as practicable thereafter.
Please contact Joel Rubinstein (email: joel.rubinstein@whitecase.com or telephone: (212) 819-7642) or Jonathan Rochwarger (email: jonathan.rochwarger@whitecase.com or telephone: (212) 819-7643) of White & Case LLP with any questions and please notify one or more of them when this request for acceleration has been granted.
[Signature Page Follows]
| Sincerely, | ||
| By: | /s/ Eli Baker | |
| Name: | Eli Baker | |
| Title: | Chief Executive Officer | |
| cc: | Joel Rubinstein, White & Case LLP |
| Jonathan Rochwarger, White & Case LLP |