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United States securities and exchange commission logo
March 14, 2024
Eli Baker
Chief Executive Officer
SEAC II Corp.
955 Fifth Avenue
New York, NY 10075
Re: SEAC II Corp.
Amendment No. 2 to
Registration Statement on Form S-4
Filed March 8, 2024
File No. 333-276414
Dear Eli Baker:
We have reviewed your amended 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.
Unless we note otherwise,
any references to prior comments are to comments in our March 6, 2024
letter.
Amendment No. 2 to Registration Statement on Form S-4
Studio Business of Lions Gate Entertainment Corp.
Unaudited Interim Financial Statements
Note 10: Revenue, page F-116
1. We note your response
to prior comment 6. Please tell us why amounts previously
classified as unbilled
receivables in the eOne historical balance sheet can now be
classified as accounts
receivable and explain the significant difference in the accounting
policy at eOne which
precipitated this treatment.
Eli Baker
FirstName LastNameEli Baker
SEAC II Corp.
Comapany
March NameSEAC II Corp.
14, 2024
March2 14, 2024 Page 2
Page
FirstName LastName
Entertainment One Film and Television Business
Notes to Combined Financial Statements, page F-151
2. We note your response to prior comment 8 and reissue the comment in
part. Please further
explain to us your contract asset balances, specifically the timing
lag in invoicing and
receiving cash flows and the recognition of revenues.
General
3. We note your disclosure on page 60 regarding how you believe you have
satisfied the
80% test for Nasdaq listing. Please note we are considering how this
transaction complies
with Nasdaq Rule IM-5101-2.
4. We note that cash based on funds remaining in the trust account may be
issued to non-
redeeming public shareholders as part of the merger consideration.
Please tell us how this
use of funds is consistent with the disclosure in the Form S-1 for
Screaming Eagle
Acquisition Corp. s IPO that, if not all of the funds released
from the trust account are
used for payment of the consideration in connection with our initial
business combination,
we may use the balance of the cash released to us from the trust
account following the
closing for general corporate purposes.
Please contact Nasreen Mohammed at 202-551-3773 or Theresa Brillant at
202-551-
3307 if you have questions regarding comments on the financial statements and
related matters.
Please contact Rucha Pandit at 202-551-6022 or Donald Field at 202-551-3680
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Joel Rubinstein