SCRM / Screaming Eagle Acquisition Corp. - Документы SEC, Годовой отчет, Доверенное заявление

SCRM / Screaming Eagle Acquisition Corp. / Vivaldi Asset Management, LLC - JOINT FILING AGREEMENT

Exhibit I JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G/A, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-41203 Screaming Eagle Acquisition Corp. (Exact name of registrant as sp

Current Report

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 7, 2024 SCREAMING EAGLE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41203 N/A (State or other jurisdiction of incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OR For the transition period from       to       Commission fi

Promissory Note, dated May 7, 2024, between Screaming Eagle Acquisition Corp. and Eagle Equity Partners V, LLC.

Exhibit 10.3 SCREAMING EAGLE ACQUISITION CORP. PROMISSORY NOTE Principal Amount: Not to exceed $2,000,000 Dated as of May 7, 2024 Screaming Eagle Acquisition Corp., a Cayman Islands exempt company (the “Maker”), promises to pay to the order of Eagle Equity Partners V, LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Payee”), or order, the princip

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 2, 2024 SCREAMING EAGLE ACQUI

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 2, 2024 SCREAMING EAGLE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41203 N/A (State or other jurisdiction of incorporation) (Commi

LIONSGATE ANNOUNCES EXCHANGE AGREEMENT FOR APPROXIMATELY $383 MILLION IN AGGREGATE PRINCIPAL AMOUNT OF 5.500% SENIOR NOTES DUE 2029 Agreement Enhances Balance Sheets of Lionsgate’s Studio and STARZ Businesses in Anticipation of Full Separation

Exhibit 99.1 LIONSGATE ANNOUNCES EXCHANGE AGREEMENT FOR APPROXIMATELY $383 MILLION IN AGGREGATE PRINCIPAL AMOUNT OF 5.500% SENIOR NOTES DUE 2029 Agreement Enhances Balance Sheets of Lionsgate’s Studio and STARZ Businesses in Anticipation of Full Separation SANTA MONICA, CA, and VANCOUVER, BC, May 2, 2024 – Lions Gate Entertainment Corp. (Lionsgate) announced today that it has entered into an Excha

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 2, 2024 SCREAMING EAGLE ACQUI

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 2, 2024 SCREAMING EAGLE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41203 N/A (State or other jurisdiction of incorporation) (Commi

Entry into a Material Definitive Agreement

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): April 24, 2024 SCREAMING EAGLE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41203 N/A (State or other jurisdiction of incorporation) (Co

Form of Share Purchase and Non-Redemption Agreement (incorporated by reference to Exhibit 10.1 of New SEAC’s Current Report on Form 8-K filed with the SEC on April 24, 2024)

Exhibit 10.1 SHARE PURCHASE AND NON-REDEMPTION AGREEMENT This SHARE PURCHASE AND NON-REDEMPTION AGREEMENT (this “Agreement”) is entered into on April 24, 2024, by and among Screaming Eagle Acquisition Corp., a Cayman Islands exempted company (“SEAC”), SEAC II Corp., a Cayman Islands exempted company and a wholly-owned subsidiary of SEAC (as such entity exists on the date hereof and as it is contin

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): April 24, 2024 SCREAMING EAGLE AC

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): April 24, 2024 SCREAMING EAGLE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41203 N/A (State or other jurisdiction of incorporation) (Co

SCRM / Screaming Eagle Acquisition Corp. / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

SC 13G 1 SCRMSC13GApril2024.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 SCREAMING EAGLE ACQUISITION CORP. (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G79407105 (CUSIP Number) APRIL 18, 2024 (Date of event which requires filing of this statement) Check the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETINGS OF SHAREHOLDERS AND PUBLIC WARRANTHOLDERS OF SCREAMING EAGLE ACQUISITION CORP. PROSPECTUS FOR 19,185,223 COMMON SHARES OF SEAC II CORP. (AFTER ITS CONTINUATION AND DOMESTICATION AS A BRITISH COLUMBIA

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-276414 PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETINGS OF SHAREHOLDERS AND PUBLIC WARRANTHOLDERS OF SCREAMING EAGLE ACQUISITION CORP. PROSPECTUS FOR 19,185,223 COMMON SHARES OF SEAC II CORP. (AFTER ITS CONTINUATION AND DOMESTICATION AS A BRITISH COLUMBIA COMPANY AND THE ARRANGEMENT, THE CONTINUING ENTITY FOLLOWING SUCH CONT

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): April 16, 2024 SCREAMING EAGLE AC

425 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): April 16, 2024 SCREAMING EAGLE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41203 N/A (State or other jurisdiction of incorporation)

Screaming Eagle Announces Effectiveness of Registration Statement for Proposed Business Combination PIPE Upsized to $225M as part of Launch of Lionsgate Studios Extraordinary General Meetings Scheduled for May 7, 2024

Exhibit 99.1 Screaming Eagle Announces Effectiveness of Registration Statement for Proposed Business Combination PIPE Upsized to $225M as part of Launch of Lionsgate Studios Extraordinary General Meetings Scheduled for May 7, 2024 LOS ANGELES, CA—(BUSINESS WIRE)—Screaming Eagle Acquisition Corp. (“Screaming Eagle”) (Nasdaq: SCRM, SCRMU, SCRMW) announced today that the registration statement on For

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): April 16, 2024 SCREAMING EAGLE AC

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): April 16, 2024 SCREAMING EAGLE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41203 N/A (State or other jurisdiction of incorporation) (Co

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): April 9, 2024 SCREAMING EAGLE ACQ

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): April 9, 2024 SCREAMING EAGLE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41203 N/A (State or other jurisdiction of incorporation) (Com

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Submission of Matters to a Vote of Security Holders

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): April 9, 2024 SCREAMING EAGLE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41203 N/A (State or other jurisdiction of incorporation) (Com

Amendment to Amended and Restated Memorandum and Articles of Association of Screaming Eagle Acquisition Corp.

Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman Screaming Eagle Acquisition Corp. (ROC #382856) (the “Company”) TAKE NOTICE that by minutes of an extraordinary general meeting of the Shareholders of the Company held 9 April 2024, the following special resolution was passed: RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY RESOLVED, as a

As filed with the Securities and Exchange Commission on April 12, 2024.

S-4/A Table of Contents As filed with the Securities and Exchange Commission on April 12, 2024.

Form of SEAC Shareholder Proxy Card.

Exhibit 99.1 FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF SCREAMING EAGLE ACQUISITION CORP. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Eli Baker and Ryan O’Connor, and each of them independently, with full power of substitution, as proxies to vote all of the ordinary shares of Screaming Eagle Acquisition Corp. (the “Company”) that the un

Amendment No. 1 to Business Combination Agreement, dated as of April 11, 2024, by and among Screaming Eagle Acquisition Corp., SEAC II Corp., SEAC MergerCo, 1455941 B.C. Unlimited Liability Company, Lions Gate Entertainment Corp., LG Sirius Holdings ULC and LG Orion Holdings ULC.

Exhibit 2.1 EXECUTION VERSION AMENDMENT NO. 1 TO THE BUSINESS COMBINATION AGREEMENT, dated as of April 11, 2024 (“Amendment No. 1”), by and among Screaming Eagle Acquisition Corp., a Cayman Islands exempted company, SEAC II Corp., a Cayman Islands exempted company, SEAC MergerCo, a Cayman Islands exempted company, 1455941 B.C. Unlimited Liability Company, a British Columbia unlimited liability com

As filed with the Securities and Exchange Commission on March 22, 2024.

Table of Contents As filed with the Securities and Exchange Commission on March 22, 2024.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use

Form of SEAC Shareholder Proxy Card.

Exhibit 99.1 FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF SCREAMING EAGLE ACQUISITION CORP. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Eli Baker and Ryan O’Connor, and each of them independently, with full power of substitution, as proxies to vote all of the ordinary shares of Screaming Eagle Acquisition Corp. (the “Company”) that the un

As filed with the Securities and Exchange Commission on March 15, 2024.

S-4/A Table of Contents As filed with the Securities and Exchange Commission on March 15, 2024.

Form of SEAC Shareholder Proxy Card.

EX-99.1 Exhibit 99.1 FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF SCREAMING EAGLE ACQUISITION CORP. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Eli Baker and Ryan O’Connor, and each of them independently, with full power of substitution, as proxies to vote all of the ordinary shares of Screaming Eagle Acquisition Corp. (the “Company”) tha

Form of Tax Matters Agreement (incorporated by reference to Exhibit 10.6 of New SEAC’s Form S-4/A (File No. 333-276414), last filed with the SEC on April 12, 2024).

EX-10.6 Exhibit 10.6 TAX MATTERS AGREEMENT by and between LIONS GATE ENTERTAINMENT CORP. and SEAC II CORP. Dated as of [•], 2024 TABLE OF CONTENTS Page Article 1. Definition of Terms 1 Article 2. Allocation of Tax Liabilities 9 Section 2.01 General Rules 9 Section 2.02 Certain Transaction and Other Taxes 9 Article 3. Proration of Taxes for Straddle Periods 10 Section 3.01 General Method of Prorati

Consent of Susan McCaw to be named as director.

Exhibit 99.11 CONSENT OF PROSPECTIVE DIRECTOR In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the registration statement on Form S-4 filed with the SEC by SEAC II Corp. (the “Registrant”), as it may be amended or supplemented from time to time (the “Registration Statement”), to which this consent is an exhibit, as a person

Amendment to Voting and Standstill Agreement, dated as of June 30, 2016, by and among Lions Gate Entertainment Corp., Liberty Global plc, Discovery Lightning Investments Ltd., Dr. John C. Malone, MHR Fund Management, LLC, Liberty Global Incorporated Limited, Discovery Communications, Inc. and affiliates of MHR Fund Management, LLC

Exhibit 10.12.1 EXECUTION VERSION AMENDMENT TO VOTING AND STANDSTILL AGREEMENT dated as of June 30, 2016 among LIONS GATE ENTERTAINMENT CORP., LIBERTY GLOBAL INCORPORATED LIMITED, DISCOVERY LIGHTNING INVESTMENTS LTD., JOHN C. MALONE, MHR FUND MANAGEMENT, LLC, LIBERTY GLOBAL PLC, DISCOVERY COMMUNICATIONS, INC. and the Mammoth Funds (as defined herein) VOTING AND STANDSTILL AGREEMENT This AMENDMENT

Consent of Michael Burns to be named as director.

EX-99.3 Exhibit 99.3 CONSENT OF PROSPECTIVE DIRECTOR In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the registration statement on Form S-4 filed with the SEC by SEAC II Corp. (the “Registrant”), as it may be amended or supplemented from time to time (the “Registration Statement”), to which this consent is an exhibit, as a

Consent of Mark H. Rachesky. M.D. to be named as director.

Exhibit 99.13 CONSENT OF PROSPECTIVE DIRECTOR In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the registration statement on Form S-4 filed with the SEC by SEAC II Corp. (the “Registrant”), as it may be amended or supplemented from time to time (the “Registration Statement”), to which this consent is an exhibit, as a person

Consent of Yvette Ostolaza to be named as director.

Exhibit 99.12 CONSENT OF PROSPECTIVE DIRECTOR In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the registration statement on Form S-4 filed with the SEC by SEAC II Corp. (the “Registrant”), as it may be amended or supplemented from time to time (the “Registration Statement”), to which this consent is an exhibit, as a person

Consent of John D. Harkey, Jr. to be named as director.

Exhibit 99.10 CONSENT OF PROSPECTIVE DIRECTOR In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the registration statement on Form S-4 filed with the SEC by SEAC II Corp. (the “Registrant”), as it may be amended or supplemented from time to time (the “Registration Statement”), to which this consent is an exhibit, as a person

Consent of Priya Dogra to be named as director.

Exhibit 99.6 CONSENT OF PROSPECTIVE DIRECTOR In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the registration statement on Form S-4 filed with the SEC by SEAC II Corp. (the “Registrant”), as it may be amended or supplemented from time to time (the “Registration Statement”), to which this consent is an exhibit, as a person

Consent of Daryl Simm to be named as director.

Exhibit 99.14 CONSENT OF PROSPECTIVE DIRECTOR In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the registration statement on Form S-4 filed with the SEC by SEAC II Corp. (the “Registrant”), as it may be amended or supplemented from time to time (the “Registration Statement”), to which this consent is an exhibit, as a person

As filed with the Securities and Exchange Commission on March 8, 2024. Registration Statement No. 333-276414 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITI

Table of Contents As filed with the Securities and Exchange Commission on March 8, 2024.

Consent of Hardwick Simmons to be named as director.

Exhibit 99.15 CONSENT OF PROSPECTIVE DIRECTOR In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the registration statement on Form S-4 filed with the SEC by SEAC II Corp. (the “Registrant”), as it may be amended or supplemented from time to time (the “Registration Statement”), to which this consent is an exhibit, as a person

List of subsidiaries of Pubco.

Exhibit 21.1 Subsidiaries of Lionsgate Studios Corp. Name Jurisdiction of Incorporation 3 Arts Entertainment, LLC Delaware Artisan Entertainment Inc. Delaware Artisan Home Entertainment Inc. Delaware Blackfin, Inc. New York Deluxe Pictures LLC (d/b/a The Mark Gordon Company) California Entertainment Capital Holdings International S.a.r.l. Luxembourg Entertainment One Canada Television Holdings ULC

Consent of Gordon Crawford to be named as director.

Exhibit 99.5 CONSENT OF PROSPECTIVE DIRECTOR In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the registration statement on Form S-4 filed with the SEC by SEAC II Corp. (the “Registrant”), as it may be amended or supplemented from time to time (the “Registration Statement”), to which this consent is an exhibit, as a person

Consent of Emily Fine to be named as director.

Exhibit 99.8 CONSENT OF PROSPECTIVE DIRECTOR In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the registration statement on Form S-4 filed with the SEC by SEAC II Corp. (the “Registrant”), as it may be amended or supplemented from time to time (the “Registration Statement”), to which this consent is an exhibit, as a person

Voting and Standstill Agreement, dated as of November 10, 2015, by and among Lions Gate Entertainment Corp., Liberty Global plc, Discovery Communications, Inc., Liberty Global Incorporated Limited, Discovery Lightning Investments Ltd., Dr. John C. Malone and affiliates of MHR Fund Management, LLC

Exhibit 10.12 Execution VOTING AND STANDSTILL AGREEMENT dated as of November 10, 2015 among LIONS GATE ENTERTAINMENT CORP., LIBERTY GLOBAL INCORPORATED LIMITED, DISCOVERY LIGHTNING INVESTMENTS LTD., JOHN C. MALONE, MHR FUND MANAGEMENT, LLC, LIBERTY GLOBAL PLC, DISCOVERY COMMUNICATIONS, INC. and the Mammoth Funds (as defined herein) TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definit

Consent of Mignon Clyburn to be named as director.

Exhibit 99.4 CONSENT OF PROSPECTIVE DIRECTOR In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the registration statement on Form S-4 filed with the SEC by SEAC II Corp. (the “Registrant”), as it may be amended or supplemented from time to time (the “Registration Statement”), to which this consent is an exhibit, as a person

Consent of Harry E. Sloan to be named as director.

Exhibit 99.16 CONSENT OF PROSPECTIVE DIRECTOR In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the registration statement on Form S-4 filed with the SEC by SEAC II Corp. (the “Registrant”), as it may be amended or supplemented from time to time (the “Registration Statement”), to which this consent is an exhibit, as a person

Consent of Michael T. Fries to be named as director.

Exhibit 99.9 CONSENT OF PROSPECTIVE DIRECTOR In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the registration statement on Form S-4 filed with the SEC by SEAC II Corp. (the “Registrant”), as it may be amended or supplemented from time to time (the “Registration Statement”), to which this consent is an exhibit, as a person

Consent of Jon Feltheimer to be named as director.

Exhibit 99.7 CONSENT OF PROSPECTIVE DIRECTOR In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the registration statement on Form S-4 filed with the SEC by SEAC II Corp. (the “Registrant”), as it may be amended or supplemented from time to time (the “Registration Statement”), to which this consent is an exhibit, as a person

Amendment No. 1 to Investment Management Trust Agreement by and between the Company and Continental Stock Transfer & Trust Company, dated as of January 26, 2024.

Exhibit 10.3 AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of January 26, 2024, by and between Screaming Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contai

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OR For the transition period from to Commission file number: 001-41203 SCREAMING EAGL

Screaming Eagle Acquisition Corp. Policy for the Recovery of Erroneously Awarded Compensation.

Exhibit 97 SCREAMING EAGLE ACQUISITION CORP. POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION A. OVERVIEW In accordance with the applicable rules of The Nasdaq Stock Market (the “Nasdaq Rules”), Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “Board”) of Screaming Eagle Acquisition Corp. (the

SCRM / Screaming Eagle Acquisition Corp. / ARISTEIA CAPITAL LLC Passive Investment

SC 13G/A 1 formscreamingeaglesc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 1) Screaming Eagle Acquisition Corp. (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Class of Securities) G79407105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Fi

SCRM / Screaming Eagle Acquisition Corp. / Vivaldi Asset Management, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Screaming Eagle Acquisition Corp (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G79407105 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate

SCRM / Screaming Eagle Acquisition Corp. / AQR CAPITAL MANAGEMENT LLC - AQR CAPITAL MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* SCREAMING EAGLE ACQUISITION CORP. (Name of Issuer) Class A ordinary shares, 0.0001 par value (Title of Class of Securities) G79407105 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to de

Form of SEAC Shareholder Proxy Card.

Exhibit 99.1 FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF SCREAMING EAGLE ACQUISITION CORP. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Eli Baker and Ryan O’Connor, and each of them independently, with full power of substitution, as proxies to vote all of the ordinary shares of Screaming Eagle Acquisition Corp. (the “Company”) that the un

Form of SEAC Public Warrantholder Proxy Card.

P R O X Y Exhibit 99.2 Screaming Eagle Acquisition Corp. 955 Fifth Avenue, New York, New York 10075 NOTICE OF EXTRAORDINARY GENERAL MEETING OF PUBLIC WARRANTHOLDERS OF SCREAMING EAGLE ACQUISITION CORP. TO BE HELD ON [●], 2024 To the Public Warrantholders of Screaming Eagle Acquisition Corp. (“SEAC”): NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “SEAC Public Warrantholders’ Me

As filed with the Securities and Exchange Commission on February 9, 2024. Registration Statement No. 333-276414 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECUR

Table of Contents As filed with the Securities and Exchange Commission on February 9, 2024.

SCRM / Screaming Eagle Acquisition Corp. / Owl Creek Asset Management, L.P. - SCREAMING EAGLE ACQUISITION CORP. Passive Investment

SC 13G/A 1 p24-0537sc13ga.htm SCREAMING EAGLE ACQUISITION CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Screaming Eagle Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, $0.0001 par value (Title of Class of Securities) G79407105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Fili

Current Report

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): January 26, 2024 SCREAMING EAGLE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41203 N/A (State or other jurisdiction of incorporation) (

SCRM / Screaming Eagle Acquisition Corp. / MILLENNIUM MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 2) SCREAMING EAGLE ACQUISITION CORP. (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G79407105 (CUSIP Number) DECEMBER 31, 2023 (Date of event which requires filing of this statement) Check the appropriate

[End of Communication]

425 Filed by Screaming Eagle Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: SEAC II Corp. Commission File No. 333-276414 Date: January 5, 2024 Included below is a transcript of the investor presentation conference call held by Lions Gate Entertainment Corp. (“Lionsgate”) on

As filed with the Securities and Exchange Commission on January 5 , 2024. Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SEAC II

Table of Contents As filed with the Securities and Exchange Commission on January 5 , 2024.

Filing Fee Table.

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) SEAC II Corp.

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): December 22, 2023 Screaming Eagle Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41203 N/A (State or other jurisdiction of incorporation)

Form of Subscription Agreement.

Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on December 22, 2023, by and between Screaming Eagle Acquisition Corp., a Cayman Islands exempted company (“SEAC”), SEAC II Corp., a Cayman Islands exempted company and a wholly-owned subsidiary of SEAC (as such entity exists on the date hereof and as it is continued and amalgamated as d

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): December 22, 2023 SCREAMING EAGLE

425 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): December 22, 2023 SCREAMING EAGLE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41203 N/A (State or other jurisdiction of incorporati

Form of Lock-Up Agreement.

Exhibit 10.4 FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [•], 2024, by and among [SEAC II Corp.], a British Columbia corporation (the “Company”), and each of Eagle Equity Partners V, LLC, a Delaware limited liability company (the “Sponsor”), the Persons set forth on Schedule 1 hereto (the “Company Holders”) and the Persons set forth on Schedul

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): December 22, 2023 SCREAMING EAGLE

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): December 22, 2023 SCREAMING EAGLE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41203 N/A (State or other jurisdiction of incorporation)

Reconciliation of non-GAAP forward-looking measures for the fiscal years ending March 31, 2024 and March 31, 2025

425 Filed by Screaming Eagle Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Screaming Eagle Acquisition Corp. Commission File No. 001-41203 Date: December 22, 2023 This filing relates to the proposed business combination involving Screaming Eagle Acquisition Corp. (“Screamin

Form of Sponsor Option Agreement.

Exhibit 10.5 FORM OF SPONSOR OPTION AGREEMENT THIS SPONSOR OPTION AGREEMENT (this “Agreement”), dated as of [•], 2024, is made by and among Screaming Eagle Acquisition Corp., a Cayman Islands exempted company (the “Issuer”), Eagle Equity Partners V, LLC, a Delaware limited liability company (the “Sponsor”) and SEAC II Corp., a Cayman Islands exempted company (“New SEAC”). WHEREAS, capitalized term

Sponsor Support Agreement by and among the Company, Eagle Equity Partners V, LLC, LG Orion Holdings ULC, and Lions Gate Entertainment Corp., dated December 22, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-41203), filed with the Securities and Exchange Commission on December 22, 2023).

Exhibit 10.2 SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this “Agreement”) is entered into on December 22, 2023, by and among Eagle Equity Partners V, LLC, a Delaware limited liability company (the “Sponsor”), Screaming Eagle Acquisition Corp., a Cayman Islands exempted company (“SEAC”), LG Orion Holdings ULC, a British Columbia unlimited liability company (the “StudioCo”), and Lions

Form of Amended and Restated Registration Rights Agreement.

Exhibit 10.6 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [•], 2024, by and among (i) SEAC II Corp., a British Columbia corporation (the “Company”), (ii) LG Sirius Holdings ULC, a British Columbia unlimited liability company (“Studio Holdco”) and (iii) certain former shareholders of Scre

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): December 22, 2023 Screaming Eagle

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): December 22, 2023 Screaming Eagle Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41203 N/A (State or other jurisdiction of incorporation)

Form of Warrant Support Agreement.

Exhibit 10.3 INVESTOR SUPPORT AGREEMENT INVESTOR SUPPORT AGREEMENT, dated as of December 22, 2023 (this “Agreement”), by and between LG Orion Holdings Inc., a British Columbia corporation (the “Company”), and the warrantholder of Screaming Eagle Acquisition Corp., a Cayman Islands exempted company (“SEAC”) whose name(s) appear on the signature page of this Agreement (the “Investor”). WHEREAS, SEAC

Business Combination Agreement, dated as of December 22, 2023, by and among Screaming Eagle Acquisition Corp., SEAC II Corp., SEAC MergerCo, 1455941 B.C. Unlimited Liability Company, Lions Gate Entertainment Corp., LG Sirius Holdings ULC and LG Orion Holdings ULC.

Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among SCREAMING EAGLE ACQUISITION CORP., SEAC II CORP., SEAC MERGERCO, 1455941 B.C. UNLIMITED LIABILITY COMPANY, LIONS GATE ENTERTAINMENT CORP., LG SIRIUS HOLDINGS ULC and LG ORION HOLDINGS ULC Dated as of December 22, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 8 Section 1.01 Certain Definitions 8 Section 1.02 Further Definitions 27 Section

LIONSGATE STUDIOS TO LAUNCH AS A SEPARATELY TRADED PUBLIC COMPANY Establishes One of the Largest Publicly Traded Pure Play Content Companies with an Enterprise Value of Approximately $4.6 Billion Deal Expected to Raise Approximately $350 Million of T

Exhibit 99.1 LIONSGATE STUDIOS TO LAUNCH AS A SEPARATELY TRADED PUBLIC COMPANY Establishes One of the Largest Publicly Traded Pure Play Content Companies with an Enterprise Value of Approximately $4.6 Billion Deal Expected to Raise Approximately $350 Million of Total Gross Proceeds Upsized $175 Million in Committed PIPE (Private Investment in Public Equity) Financing Led by Top Mutual Fund Investo

Disclaimer This presentation (together with oral statements made in connection herewith, this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect t

EX-99.2 Exhibit 99.2 Lionsgate Studios Investor Presentation December 2023 Disclaimer This presentation (together with oral statements made in connection herewith, this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination involving LG Orion Holdings Inc. (“LG St

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OR For the transition period from to Commission file numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OR For the transition period from to Commission file number: 00

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OR For the transition period from to Commission file number: 001-41203 SCREAMING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OR For the transition period from to Commission file number: 001-41

KYG794071053 / Screaming Eagle Acquisition Corp. / AQR CAPITAL MANAGEMENT LLC - AQR CAPITAL MANAGEMENT LLC Passive Investment

SC 13G 1 scrm21423.htm AQR CAPITAL MANAGEMENT LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 SCREAMING EAGLE ACQUISITION CORP. (Name of Issuer) Class A ordinary shares, 0.0001 par value (Title of Class of Securities) G79407105 (CUSIP Number) December 30, 2022 (Date of Event which Requires Filing of this Statement)

KYG794071053 / Screaming Eagle Acquisition Corp. / ARISTEIA CAPITAL LLC Passive Investment

SC 13G 1 sc13gscreamingeagle.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. *) Screaming Eagle Acquisition Corp. (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Class of Securities) G79407105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement)

KYG794071053 / Screaming Eagle Acquisition Corp. / Owl Creek Asset Management, L.P. - SCREAMING EAGLE ACQUISITION CORP. Passive Investment

SC 13G 1 p23-0522sc13g.htm SCREAMING EAGLE ACQUISITION CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Screaming Eagle Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, $0.0001 par value (Title of Class of Securities) G79407105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of

KYG794071053 / Screaming Eagle Acquisition Corp. / MILLENNIUM MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) SCREAMING EAGLE ACQUISITION CORP. (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G79407105 (CUSIP Number) DECEMBER 31, 2022 (Date of event which requires filing of this statement) Check the appropriate

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OR For the transition period from to Commission file numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OR For the transition period from to Commission file number: 00

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OR For the transition period from to Commission file number: 0

Description of Registrant’s Securities.

Exhibit 4.5 DESCRIPTION OF SECURITIES The following description of Screaming Eagle Acquisition Corp.?s (the ?Company,? ?we? or ?us?) securities is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Company?s amended and restated memorandum and articles of association, which is incorporated by reference as an exhibit to the Annual Repor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OR For the transition period from to Commission file number: 001-41

Eagle Equity Partners V, LLC - SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Screaming Eagle Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Titles of Class of Securities) G79407 105 (CUSIP Number) January 10, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriat

Financial Statements and Exhibits, Other Events

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): February 23, 2022 SCREAMING EAGLE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41203 N/A (State or other jurisdiction of incorporation)

Screaming Eagle Acquisition Corp., Led by Eagle Equity Partners’ Harry Sloan, Jeff Sagansky and Eli Baker Announces Separate Trading of its Class A Ordinary Shares and Warrants, Commencing on or about February 28, 2022

Exhibit 99.1 Screaming Eagle Acquisition Corp., Led by Eagle Equity Partners? Harry Sloan, Jeff Sagansky and Eli Baker Announces Separate Trading of its Class A Ordinary Shares and Warrants, Commencing on or about February 28, 2022 NEW YORK, NY February 23, 2022 ? Screaming Eagle Acquisition Corp. (the ?Company?), the eighth public acquisition vehicle led by Eagle Equity Partners? Harry Sloan, Jef

INDEX TO FINANCIAL STATEMENT SCREAMING EAGLE ACQUISITION CORP. Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Financial Statement F-4

Exhibit 99.1 INDEX TO FINANCIAL STATEMENT SCREAMING EAGLE ACQUISITION CORP. Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Financial Statement F-4 F-1 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Screaming Eagle Acquisition Corp. Opinion on the Financial Statement We have audited the accompany

Financial Statements and Exhibits, Other Events

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): January 10, 2022 SCREAMING EAGLE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41203 N/A (State or other jurisdiction of incorporation) (

SCRM / Screaming Eagle Acquisition Corp - Class A / MILLENNIUM MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 SCREAMING EAGLE ACQUISITION CORP. (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G79407113** (CUSIP Number) JANUARY 6, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designate

Screaming Eagle Acquisition Corp., Led by Eagle Equity Partners’ Harry Sloan, Jeff Sagansky and Eli Baker, Announces Pricing of $750 million IPO Largest IPO of Public Acquisition Vehicle since March 2021 $10.00 per Unit to be Deposited in Trust

Exhibit 99.1 Screaming Eagle Acquisition Corp., Led by Eagle Equity Partners? Harry Sloan, Jeff Sagansky and Eli Baker, Announces Pricing of $750 million IPO Largest IPO of Public Acquisition Vehicle since March 2021 $10.00 per Unit to be Deposited in Trust NEW YORK, NY January 6, 2022 ? Screaming Eagle Acquisition Corp. (the ?Company?), the eighth public acquisition vehicle led by Eagle Equity Pa

Warrant Agreement by and between SEAC and Continental Stock Transfer & Trust Company, dated as of January 5, 2022 (incorporated by reference to Exhibit 4.1 to SEAC’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 10, 2022).

Exhibit 4.1 WARRANT AGREEMENT between SCREAMING EAGLE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of January 5, 2022 THIS WARRANT AGREEMENT (this ?Agreement?), dated as of January 5, 2022, is by and between Screaming Eagle Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as wa

Administrative Services and Indemnification Agreement, dated as of January 5, 2022, by and between the Company and Eagle Equity Partners V, LLC, dated as of January 5, 2022 (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No. 001-41203, filed with the Securities and Exchange Commission on January 10, 2022).

Exhibit 10.5 SCREAMING EAGLE ACQUISITION CORP. 955 Fifth Avenue New York, NY, 10075 January 5, 2022 Eagle Equity Partners V, LLC 955 Fifth Avenue New York, NY 10075 Global Eagle Acquisition LLC 955 Fifth Avenue New York, NY 10075 Re: Administrative Services and Indemnification Agreement Ladies and Gentlemen: This administrative services and indemnification agreement (this ?Agreement?) is being ent

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K 1 d229868d8k.htm 8-K 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): January 10, 2022 (January 5, 2022) SCREAMING EAGLE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41203 N/A (Stat

Investment Management Trust Agreement by and between the Company and Continental Stock Transfer & Trust Company, dated as of January 5, 2022 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-41203, filed with the Securities and Exchange Commission on January 10, 2022).

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of January 5, 2022 by and between Screaming Eagle Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1,

Letter Agreement among the Company, its executive officers, its directors and Eagle Equity Partners V, LLC, dated as of January 5, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-41203, filed with the Securities and Exchange Commission on January 10, 2022).

Exhibit 10.1 January 5, 2022 Screaming Eagle Acquisition Corp. 955 Fifth Avenue New York, NY 10075 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Screaming Eagle Acquisition Corp., a Cayman Islands exempted company (the ?Company?)

Underwriting Agreement, dated January 5, 2022, by and between the Company, Goldman Sachs & Co. LLC and Citigroup Global Markets Inc. as representatives of the underwriters.

Exhibit 1.1 EXECUTION VERSION Screaming Eagle Acquisition Corp. 75,000,000 Units Underwriting Agreement January 5, 2022 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 As representatives (the ?Representatives?) of the several underwriters named in Schedule I hereto Ladies and Gentlemen: Screaming Eagle Acq

Screaming Eagle Acquisition Corp., Led by Eagle Equity Partners’ Harry Sloan, Jeff Sagansky and Eli Baker, Announces Completion of $750 million IPO Largest IPO of Public Acquisition Vehicle since March 2021 $10.00 per Unit has been Deposited in Trust

Exhibit 99.2 Screaming Eagle Acquisition Corp., Led by Eagle Equity Partners? Harry Sloan, Jeff Sagansky and Eli Baker, Announces Completion of $750 million IPO Largest IPO of Public Acquisition Vehicle since March 2021 $10.00 per Unit has been Deposited in Trust NEW YORK, NY January 10, 2022 ? Screaming Eagle Acquisition Corp. (the ?Company?), the eighth public acquisition vehicle led by Eagle Eq

Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-41203, filed with the Securities and Exchange Commission on January 10, 2022).

Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF SCREAMING EAGLE ACQUISITION CORP. (ADOPTED BY SPECIAL RESOLUTION DATED 4 JANUARY 2022 AND EFFECTIVE ON 5 JANUARY 2022) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION O

Private placement warrants Purchase Agreement by and between the Company and Eagle Equity Partners V, LLC, dated as of January 5, 2022 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 001-41203, filed with the Securities and Exchange Commission on January 10, 2022).

Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 5, 2022 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Screaming Eagle Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Eagle Equity Partners V, LLC, a Delaware limited liability company (the ?Purchas

Registration Rights Agreement, dated January 5, 2022, by and among the Company, Eagle Equity Partners V, LLC and the holders party thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-41203, filed with the Securities and Exchange Commission on January 10, 2022).

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of January 5, 2022, is made and entered into by and among Screaming Eagle Acquisition Corp., a Cayman Islands exempted company (the ?Company?), Eagle Equity Partners V, LLC, a Delaware limited liability company (the ?Sponsor?) and each of the undersigned parties listed on the signature page h

Screaming Eagle Acquisition Corp. 75,000,000 Units

Filed Pursuant to 424(b)(4) Registration No. 333-261671 PROSPECTUS Screaming Eagle Acquisition Corp. $750,000,000 75,000,000 Units Screaming Eagle Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more busine

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Screaming Eagle Acquisition Corp. (Exact name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Screaming Eagle Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands N/A (State of incorporation or organization) (I.R.S. Employer Identification No.) 955 Fifth

Form of Underwriting Agreement.

Exhibit 1.1 Screaming Eagle Acquisition Corp. 75,000,000 Units Underwriting Agreement [?], 2022 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 As representatives (the ?Representatives?) of the several underwriters named in Schedule I hereto Ladies and Gentlemen: Screaming Eagle Acquisition Corp., a Cayman

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 333-261671), filed with the Securities and Exchange Commission on December 15, 2021).

Exhibit 4.1 NUMBER U- UNITS SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [?] SCREAMING EAGLE ACQUISITION CORP. UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units of Screaming Eagle Acquisition Corp., a Cayman Islands exempted company (the ?Compa

Form of Administrative Services Agreement between the Registrant and Eagle Equity Partners V, LLC.

Exhibit 10.8 SCREAMING EAGLE ACQUISITION CORP. 955 Fifth Avenue New York, NY, 10075 [?], 2022 Eagle Equity Partners V, LLC 955 Fifth Avenue New York, NY 10075 Global Eagle Acquisition LLC 955 Fifth Avenue New York, NY 10075 Re: Administrative Services and Indemnification Agreement Ladies and Gentlemen: This administrative services and indemnification agreement (this ?Agreement?) by and between Scr

Consent of Amy Gershkoff Bolles.

Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Screaming Eagle Acquisition Corp. (the ?Company?) of the Registration Statement on Form S-1 (the ?Registration Statement?) with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being

Code of Ethics (incorporated by reference to Exhibit 14.1 of the Company’s Registration Statement on Form S-1 (File No. 333-261671), filed with the Securities and Exchange Commission on December 15, 2021).

Exhibit 14.1 SCREAMING EAGLE ACQUISITION CORP. CODE OF ETHICS Effective [?], 2022 I. INTRODUCTION The Board of Directors (the ?Board?) of Screaming Eagle Acquisition Corp., a Cayman Islands exempted company, has adopted this code of ethics (this ?Code?), as may be amended from time to time by the Board and which is applicable to all of the Company?s directors, officers and employees (to the extent

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1 (File No. 333-261671), filed with the Securities and Exchange Commission on December 15, 2021).

Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW SCREAMING EAGLE ACQUISITION CORP. Incorporated Under the Laws of the Cayman Islands CUSIP [?] Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the regi

Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 (File No. 333-261671), filed with the Securities and Exchange Commission on December 15, 2021).

Exhibit 4.2 NUMBER SHARES C- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [?] SCREAMING EAGLE ACQUISITION CORP. CLASS A ORDINARY SHARES THIS CERTIFIES THAT is the owner of fully paid non-assessable Class A ordinary shares, par value $0.0001 per share (each, a ?Class A Ordinary Share?), of Screaming Eagle Acquisition Corp., a Cayman Islands exempted company (the ?Company?), subject to the Company?s am

Securities Subscription Agreement by and between the Company and Eagle Equity Partners V, LLC, dated November 5, 2021 (incorporated by reference to Exhibit 10.7 to the Company’s Form Registration Statement on Form S-1 (File No. 333-261671), filed with the Securities and Exchange Commission on December 15, 2021).

Exhibit 10.7 Screaming Eagle Acquisition Corp. 955 Fifth Avenue New York, NY 10075 November 5, 2021 Eagle Equity Partners V, LLC 955 Fifth Avenue New York, NY 10075 RE: Securities Subscription Agreement Ladies and Gentlemen: Screaming Eagle Acquisition Corp., a Cayman Islands exempted company (the ?Company?, ?we? or ?us?), is pleased to accept the offer made by Eagle Equity Partners V, LLC, a Dela

Consent of Paul Buccieri.

Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Screaming Eagle Acquisition Corp. (the ?Company?) of the Registration Statement on Form S-1 (the ?Registration Statement?) with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being

Form of Amended and Restated Memorandum and Articles of Association.

Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF SCREAMING EAGLE ACQUISITION CORP. (ADOPTED BY SPECIAL RESOLUTION DATED [ ] 2022 AND EFFECTIVE ON [ ] 2022) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SCREAMING

Promissory Note, dated November 5, 2021, issued to Eagle Equity Partners V, LLC (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (File No. 333-261671), filed with the Securities and Exchange Commission on December 15, 2021).

Exhibit 10.6 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.4 FORM OF WARRANT AGREEMENT between SCREAMING EAGLE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [ ], 2022 THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [ ], 2022, is by and between Screaming Eagle Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warran

Form of Letter Agreement among the Registrant, Eagle Equity Partners V, LLC and each of the officers and directors of the Registrant.

Exhibit 10.1 [?], 2022 Screaming Eagle Acquisition Corp. 955 Fifth Avenue New York, NY 10075 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Screaming Eagle Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and

Form of Private Placement Warrants Purchase Agreement among the Registrant and Eagle Equity Partners V, LLC.

Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [?], 2022 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Screaming Eagle Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Eagle Equity Partners V, LLC, a Delaware limited liability company (the ?Purchaser?).

Memorandum and Articles of Association.

Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF SCREAMING EAGLE ACQUISITION CORP. Auth Code: E67909200629 www.verify.gov.ky THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF SCREAMING EAGLE ACQUISITION CORP. 1 The name of the Company is Screaming Eagle Acqu

Consent of Joshua Kazam.

Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Screaming Eagle Acquisition Corp. (the ?Company?) of the Registration Statement on Form S-1 (the ?Registration Statement?) with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being

As filed with the U.S. Securities and Exchange Commission on December 15, 2021.

As filed with the U.S. Securities and Exchange Commission on December 15, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Screaming Eagle Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or

Form of Indemnity Agreement (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No. 333-261671), filed with the Securities and Exchange Commission on December 15, 2021).

Exhibit 10.5 INDEMNITY AGREEMENT This INDEMNITY AGREEMENT (this ?Agreement?) is made as of [?], 2022, by and between Screaming Eagle Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unless they are provided wit

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [?], 2022 by and between Screaming Eagle Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File

Form of Registration Rights Agreement among the Registrant, Eagle Equity Partners V, LLC and the Holders signatory thereto.

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2022, is made and entered into by and among Screaming Eagle Acquisition Corp., a Cayman Islands exempted company (the ?Company?), Eagle Equity Partners V, LLC, a Delaware limited liability company (the ?Sponsor?) and each of the undersigned parties listed on the signature page hereto

Consent of Isaac Lee.

Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Screaming Eagle Acquisition Corp. (the ?Company?) of the Registration Statement on Form S-1 (the ?Registration Statement?) with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being

As confidentially submitted to the U.S. Securities and Exchange Commission on November 12, 2021. This draft registration statement has not been filed, publicly or otherwise, with the U.S. Securities and Exchange Commission and all information contain

As confidentially submitted to the U.S. Securities and Exchange Commission on November 12, 2021. This draft registration statement has not been filed, publicly or otherwise, with the U.S. Securities and Exchange Commission and all information contained herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGIST