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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.
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
FirstName LastNameEli Baker
Combination. Further, please disclose the potential profit the various
groups of selling
Comapany NameSEAC
shareholders will II Corp.
earn based on the trading price, once such
information is available.
Include appropriate
May 3, 2024 Page 2 risk factor disclosure.
FirstName LastName
Eli Baker
FirstName LastNameEli Baker
SEAC II Corp.
Comapany
May 3, 2024NameSEAC II Corp.
May 3,
Page 3 2024 Page 3
FirstName LastName
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