Lionsgate Studios (LION) 424B3Prospectus supplement

each of the Class A ordinary shares, par value $0.0001 per share, of SEAC (the “SEAC Class A Ordinary Shares”) and warrants of SEAC, each of which entitle the holder thereof to purchase one SEAC Class A Ordinary Share at an exercise price of $11.50 per share (the “SEAC Public Warrants”), comprising the units of SEAC issued in SEAC’s initial public offering that was consummated on January 10, 2022 (the “SEAC IPO”) will automatically detach, and each holder of such units will then hold one SEAC Class A Ordinary Share and one-third of one SEAC Public Warrant (the “Unit Separation”);

immediately following the Unit Separation, (i) subject to the approval by the holders of SEAC Public Warrants at the SEAC Public Warrantholders’ Meeting, each then issued and outstanding SEAC Public Warrant will be automatically exchanged for $0.50 in cash pursuant to an amendment to SEAC’s warrant agreement, entered into in connection with the SEAC IPO, by and between SEAC and Continental Stock Transfer & Trust Company, as warrant agent (the “SEAC Warrant Agreement Amendment”), to be entered into as of the Closing Date (the “SEAC Public Warrant Exchange”) and (ii) all of the issued and outstanding private placement warrants, which Eagle Equity Partners V, LLC (the “SEAC Sponsor”) purchased in a private placement concurrently with the SEAC IPO (the “Private Placement Warrants”), will be forfeited and cancelled for no consideration (the “Private Placement Warrants Forfeiture”);

immediately prior to the Class B Conversion (as defined below), each then issued and outstanding Class B ordinary share of SEAC, par value $0.0001 per share (the “SEAC Class B Ordinary Shares” and, together with the SEAC Class A Ordinary Shares, the “SEAC Ordinary Shares”) and each then issued and outstanding SEAC Class A Ordinary Share that was formerly a SEAC Class B Ordinary Share, if any (the “Former SEAC Founder Shares”), held by the SEAC Sponsor or any of its affiliates or permitted transferees, in excess of 1,800,000 SEAC Class B Ordinary Shares (such 1,800,000 number calculated by including Former SEAC Founder Shares (if any)), and excluding 210,000 SEAC Class B Ordinary Shares currently held by the SEAC Sponsor that it expects to transfer to SEAC’s independent directors and certain SEAC officers and advisors prior to the Closing, will be repurchased by SEAC (the “Sponsor Securities Repurchase”) for an aggregate purchase price consisting of (x) $1.00 and (y) 2,200,000 options of SEAC, each of which will entitle SEAC Sponsor to purchase one SEAC Class A Ordinary Share at $0.0001 per share (the “SEAC Sponsor Options”);

immediately following the Sponsor Securities Repurchase, each of the 2,010,000 remaining SEAC Class B Ordinary Shares (such 2,010,000 number calculated by including Former SEAC Founder Shares (if any)), will automatically convert into one SEAC Class A Ordinary Share. Any remaining SEAC Class B Ordinary Shares and Former SEAC Founder Shares that collectively exceed 2,010,000 and that remain, if any, will be deemed cancelled and surrendered for no consideration pursuant to a surrender letter (the “Class B Conversion”);

immediately following the Class B Conversion, the SEAC Merger will take place and in connection with the SEAC Merger, (1) each of the then issued and outstanding SEAC Class A Ordinary Shares will be exchanged for one Class A ordinary share in the authorized share capital of New SEAC (the “New SEAC Class A Ordinary Shares”) and (2) each issued and outstanding SEAC Sponsor Option

immediately following the SEAC Merger and the Cash Distribution, and concurrently with the continuation of SEAC Merger Surviving Company under the BC Act and as part of the MergerCo Domestication and Conversion, each then-issued and outstanding Class A ordinary share of SEAC Merger Surviving Company will be reclassified as a Class A common share in the authorized share structure of SEAC Merger Surviving Company (the “MergerCo Class A Common Shares”).

immediately following the MergerCo Domestication and Conversion, and concurrently with and as part of the New SEAC Domestication, each New SEAC Class A Ordinary Share will be reclassified as a Class A common share in the authorized share structure of New SEAC (each a “New SEAC Class A Common Share”) and each New SEAC (Cayman) Sponsor Option issued and outstanding immediately prior to the New SEAC Domestication will become, in accordance with the terms of the Sponsor Option Agreement and without any further act by the holder thereof, exercisable to purchase New SEAC Class A Common Shares (the “New SEAC (BC) Sponsor Options”).

prior to the SEAC Amalgamation, the MergerCo Amalgamation will take place and (i) the shares of New BC Sub will be cancelled on the MergerCo Amalgamation without any repayment of capital in respect of those shares and (ii) each of the MergerCo Class A Common Shares issued and outstanding immediately prior to the MergerCo Amalgamation will remain outstanding as Class A common shares of MergerCo Amalco (the “MergerCo Amalco Common Shares”);

following the MergerCo Amalgamation, the SEAC Amalgamation will take place and in connection therewith, (i) the MergerCo Amalco Common Shares will be cancelled on the SEAC Amalgamation without any repayment of capital in respect of those shares, (ii) each of the New SEAC Class A Common Shares issued and outstanding immediately following the New SEAC Domestication and prior to the SEAC Amalgamation will remain outstanding as Class A common shares of SEAC Amalco (the “SEAC Amalco Common Shares”), and (iii) each New SEAC (BC) Sponsor Option issued and outstanding immediately prior to the SEAC Amalgamation will become, in accordance with the terms of the Sponsor Option Agreement and without any further act by the holder thereof, exercisable to purchase SEAC Amalco Common Shares (the “SEAC Amalco Sponsor Options”);

following the SEAC Amalgamation, the StudioCo Amalgamation, will take place and (i) each then issued and outstanding SEAC Amalco Common Share will be cancelled in exchange for one common share of Pubco (the “Pubco Common Shares”), (ii) each then issued and outstanding common share, without par value, of StudioCo (the “StudioCo Common Shares”) shall be cancelled in exchange for a number of Pubco Common Shares equal to the StudioCo Issuance Amount (as defined in the Business Combination Agreement), and (iii) each SEAC Amalco Sponsor Option issued and outstanding immediately prior to the StudioCo Amalgamation will become, in accordance with the terms of the Sponsor Option Agreement and without any further act by the holder thereof, exercisable to purchase Pubco Common Shares (the “Pubco Sponsor Option”).

a proposal to approve, by Special Resolution, assuming the Business Combination Proposal is approved and adopted, the SEAC Merger and the Plan of Merger, as contemplated by the Business Combination Agreement, pursuant to which, SEAC will merge with and into MergerCo with MergerCo (also referred to as the SEAC Merger Surviving Company) as the resulting entity and, in connection therewith, each of the then issued and outstanding SEAC Class A Ordinary Shares, will be exchanged for one New SEAC Class A Ordinary Share (the “SEAC Merger Proposal” or “Shareholder Proposal No. 2”);

proposals to approve on a non-binding advisory basis, by Ordinary Resolution (as defined in the accompanying proxy statement/prospectus), the governance provisions contained in the notice of articles and articles of Pubco (the “Pubco Closing Articles”), which will be adopted at the effective time of the StudioCo Amalgamation (the “StudioCo Amalgamation Effective Time”), that materially affect the rights of the SEAC Shareholders, presented separately in accordance with U.S. Securities and Exchange Commission guidance (the “Advisory Organizational Documents Proposals” or “Shareholder Proposal No. 3”). The full text of the Pubco Closing Articles is attached to the accompanying proxy statement/prospectus as Annex C. Shareholder Proposal No. 3 is separated into sub-proposals as described in the following paragraphs (a)–(h):

Change in authorized share capital: a proposal to increase the number of authorized share capital to unlimited number of Pubco Common Shares, without par value;

Classes of directors: a proposal to remove classification of directors, so that the board of directors of Pubco following the StudioCo Amalgamation (the “Pubco Board”) will not be divided into classes and each director will be elected on an annual basis;

Appointment of directors: a proposal to require the directors of Pubco to be appointed by Ordinary Resolution of the shareholders of Pubco subsequent to the StudioCo Amalgamation (the “Pubco Shareholders”);

Removal of directors: a proposal to require the directors of Pubco to be removed by Pubco Shareholders with or without cause by Special Resolution;

Casting vote: 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;

Shareholder right to call general meeting: a proposal to provide that, in accordance with 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;

Exclusive forum: a proposal to remove a provision requiring an exclusive forum for certain shareholder litigation; and

Removal of blank check company provisions: 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.

a proposal to approve, by Ordinary Resolution, assuming the Business Combination Proposal and the SEAC Merger Proposal are approved and adopted, for the purposes of complying with the applicable listing rules of the Nasdaq Stock Market LLC (“Nasdaq”), the issuance of (x) up to 23,091,217 Pubco Common Shares and up to 2,018,951 Newly Issued Reduction Right Shares, in each case, to PIPE Investors in accordance with the terms of the Subscription Agreements (as defined herein), plus any additional shares pursuant to additional subscription agreements, non-redemption agreements or other agreements we may enter into prior to Closing and (y) up to 253,435,794 Pubco Common Shares to Studio HoldCo, a subsidiary of Lions Gate Parent, in accordance with the terms of the Business Combination Agreement, in each case, in connection with the Business Combination (the “Stock Issuance Proposal” or “Shareholder Proposal No. 4”, and, together with the Business Combination Proposal and the SEAC Merger Proposal, the “Condition Precedent Proposals”); and

if put to SEAC Shareholders for a vote, a proposal to approve, by Ordinary Resolution, the adjournment of the SEAC Shareholders’ Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Condition Precedent Proposals, or if we otherwise determine that an adjournment is necessary or appropriate in connection with the Condition Precedent Proposals (the “Adjournment Proposal” or “Shareholder Proposal No. 5” and, together with the Business Combination Proposal, the SEAC Merger Proposal, the Advisory Organizational Documents Proposals, and the Stock Issuance Proposal, the “Shareholder Proposals”).

Business Combination Proposal — To approve, by Special Resolution (as defined below), the Business Combination Agreement, dated December 22, 2023 (as amended on April 11, 2024 and as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement” and the transactions contemplated thereby, including the SEAC Merger, the Cash Distribution, the Domestications and the Arrangement (which includes the Amalgamations), each as defined below, collectively, the “Business Combination”) by and among SEAC, 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), Lions Gate Entertainment Corp., a British Columbia company (“Lions Gate Parent”), LG Sirius Holdings ULC, a British Columbia unlimited liability company and a wholly-owned subsidiary of Lions Gate Parent (“Studio HoldCo”), LG Orion Holdings ULC, a British Columbia unlimited liability company and a wholly-owned subsidiary of Lions Gate Parent (“StudioCo”), SEAC MergerCo, a Cayman Islands exempted company and a direct, wholly-owned subsidiary of New SEAC (“MergerCo”), and 1455941 B.C. Unlimited Liability Company, and a British Columbia unlimited liability company and a direct, wholly-owned subsidiary of SEAC (“New BC Sub”), and the Business Combination, including the Arrangement and the Plan of Arrangement (as defined in the accompanying proxy statement/prospectus), pursuant to which, among other things and subject to the terms and conditions contained in the Business Combination Agreement and the Plan of Arrangement attached hereto as Annex B (the “Plan of Arrangement”), (i) SEAC will merge with and into MergerCo (the “SEAC Merger”) with MergerCo surviving the SEAC Merger as a direct, wholly-owned subsidiary of New SEAC (the resulting entity referred to herein as MergerCo or, where specified, the “SEAC Merger Surviving Company”), (ii) SEAC Merger Surviving Company will distribute all of its assets lawfully available for distribution to New SEAC by way of a cash dividend (the “Cash Distribution”), (iii) SEAC Merger Surviving Company will transfer by way of continuation from the Cayman Islands to British Columbia in accordance with the Cayman Islands Companies Act (as revised) (the “Companies Act”) and the Business Corporations Act (British Columbia) (the “BC Act”) and convert to a British Columbia unlimited liability company in accordance with the applicable provisions of the BC Act (the “MergerCo Domestication and Conversion”), (iv) New SEAC will transfer by way of continuation from the Cayman Islands (the “New SEAC Domestication”, and together with the MergerCo Domestication and Conversion, the “Domestications”) to British Columbia in accordance with the Companies Act and continue as a British Columbia company in accordance with the applicable provisions of the BC Act, and (v) in pursuant to an arrangement under Division 5 of Part 9 of the BC Act (the “Arrangement”) on the terms and subject to the conditions set forth in the Plan of Arrangement, (A) SEAC Merger Surviving Company and New BC Sub will amalgamate (the “MergerCo Amalgamation”) to form one corporate

SEAC Merger Proposal — To approve, by Special Resolution, assuming the Business Combination Proposal is approved and adopted, the SEAC Merger and the Plan of Merger, as contemplated by the Business Combination Agreement, pursuant to which, SEAC will merge with and into MergerCo with MergerCo (also referred to as SEAC Merger Surviving Company) as the surviving entity and each of the then issued and outstanding SEAC Class A Ordinary Shares, will be exchanged for one New SEAC Class A Ordinary Share (the “SEAC Merger Proposal” or the “Shareholder Proposal No. 2”). A copy of the Plan of Merger is attached to this proxy statement/prospectus as Annex L;

Advisory Organizational Documents Proposals — To approve on a non-binding advisory basis, by Ordinary Resolution (as defined below), the governance provisions contained in the notice of articles and articles of Pubco to be adopted at the effective time of the StudioCo Amalgamation (the “StudioCo Amalgamation Effective Time”), the forms of which are attached hereto as Annex C (the “Pubco Closing Articles”), that materially affect the rights of SEAC Shareholders, presented separately in accordance with U.S. Securities and Exchange Commission (the “SEC”) guidance (the “Advisory Organizational Documents Proposals” or “Shareholder Proposal No. 3”). Proposal No. 3 is separated into sub-proposals as described in the following paragraphs (a)–(h):

Change in authorized share capital: a proposal to increase the number of authorized share capital to unlimited number of Pubco Common Shares, without par value;

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

Appointment of directors: a proposal to require the directors of Pubco to be appointed by Ordinary Resolution of the Pubco Shareholders;

Removal of directors: a proposal to require the directors of Pubco to be removed by Pubco Shareholders with or without cause by Special Resolution;

Casting vote: 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;

Shareholder right to call general meeting: a proposal to provide that, in accordance with 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;

Exclusive forum: a proposal to remove a provision requiring an exclusive forum for certain shareholder litigation; and

Removal of blank check company provisions: 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.

Stock Issuance Proposal — To approve, by Ordinary Resolution, assuming the Business Combination Proposal and the SEAC Merger Proposal are approved and adopted, for the purposes of complying with the applicable listing rules of the Nasdaq Stock Market LLC (“Nasdaq”), the issuance of (x) up to 23,091,217 Pubco Common Shares and up to 2,018,951 Newly Issued Reduction Right Shares, in each case, to PIPE Investors (as defined herein) in accordance with the terms of the Subscription

Adjournment Proposal — If put to SEAC Shareholders for a vote, a proposal to approve, by Ordinary Resolution, the adjournment of the SEAC Shareholders’ Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Condition Precedent Proposals, or if we otherwise determine that an adjournment is necessary or appropriate in connection with the Condition Precedent Proposals (the “Adjournment Proposal” or “Shareholder Proposal No. 5” and, together with the Business Combination Proposal, the SEAC Merger Proposal, the Advisory Organizational Documents Proposals, and the Stock Issuance Proposal, the “Shareholder Proposals”).

hold SEAC Public Shares, or if you hold SEAC Public Shares through SEAC Units, you elect to separate your SEAC Units into the underlying SEAC Public Shares and SEAC Public Warrants prior to exercising your redemption rights;

submit a written request to Continental Stock Transfer & Trust Company, SEAC’s transfer agent (the “Transfer Agent”), in which you (i) request the exercise of your redemption rights with respect to all or a portion of your SEAC Public Shares for cash, and (ii) identify yourself as the beneficial holder of the SEAC Public Shares and provide your legal name, phone number and address; and

deliver your SEAC Public Shares to Continental Stock Transfer & Trust Company, the Transfer Agent, physically or electronically through The Depository Trust Company.

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 (the “SEAC Warrant Agreement”) in the form attached as Annex F hereto to provide that, before the SEAC Merger, each of the then outstanding whole public warrants of SEAC (such warrants being the warrants of SEAC issued in SEAC’s initial public offering that was consummated on January 10, 2022 (the “SEAC IPO”), which entitle the holder thereof to purchase one Class A ordinary shares, par value $0.0001 per share, of SEAC (an “SEAC Class A Ordinary Share”), at an exercise price of $11.50 per share (the “SEAC Public Warrants”)), will be exchanged by such holder for cash in the amount of $0.50 per whole SEAC Public Warrant (the “SEAC Warrant Agreement Amendment”). The SEAC Warrant Agreement Amendment will be contingent upon the SEAC Shareholder Approval and consummation of the Business Combination (the “Warrant Agreement Amendment Proposal” or “Warrantholder Proposal No. 1”).

Warrantholder Adjournment Proposal — If put to SEAC Public Warrantholders for a vote, a proposal to approve, by Ordinary Resolution, the adjournment of the SEAC Public Warrantholders’ Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Warrant Agreement Amendment Proposal or SEAC determines that one or more of the Closing conditions under the Business Combination Agreement is not satisfied or waived (the “Warrantholder Adjournment Proposal” or “Warrantholder Proposal No. 2” and, together with the Warrant Agreement Amendment Proposal, the “Warrantholder Proposals”).

A notice of meeting and proxy statement of SEAC under Section 14(a) of the Exchange Act, for (i) the SEAC Shareholders’ Meeting, at which SEAC Shareholders will be asked to consider and vote to approve, among other things, the proposed Business Combination and related transactions and each of the Shareholder Proposals described herein and (ii) the SEAC Public Warrantholders’ Meeting, at which SEAC Public Warrantholders will be asked to consider and vote to approve and adopt the SEAC Warrant Agreement Amendment;

Pursuant to the Interim Order, notice to SEAC Shareholders of the petition and hearing in respect of the Final Order and constitutes good and sufficient service of the proceeding; and

A prospectus of Pubco under Section 5 of the Securities Act with respect to the Pubco Common Shares that the SEAC Shareholders will receive in the Business Combination.

the audited financial statements of SEAC as of December 31, 2023 and 2022 and for the fiscal years ended December 31, 2023 and 2022 and the period from November 3, 2021 (inception) to December 31, 2021;

the audited combined financial statements of the Studio Business as of March 31, 2023 and 2022 and for the fiscal years ended March 31, 2023, 2022 and 2021 and the unaudited condensed combined financial statements of the Studio Business as of December 31, 2023 and for the nine months ended December 31, 2023 and 2022; and

the audited combined financial statements of the Entertainment One Film and Television Business (A Business of Hasbro Inc.), (“eOne”) as of December 25, 2022 and December 26, 2021 and for the fiscal years ended December 25, 2022 and December 26, 2021 and the unaudited condensed combined financial statements of eOne as of October 1, 2023 and for the nine months ended October 1, 2023 and September 25, 2022.

“A&R Registration Rights Agreement” are to that certain amended and restated registration rights agreement Pubco, Studio HoldCo and SEAC Sponsor will enter into concurrently with the Closing, a form of which is attached hereto as Annex I.

“Additional Shares” are to, collectively, the Newly Issued Non-Redemption Shares and the Newly Issued Reduction Right Shares.

“Adjournment Proposal” are to, if put to SEAC Shareholders for a vote, a proposal to approve, by Ordinary Resolution, the adjournment of the SEAC Shareholders’ Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Condition Precedent Proposals, or if we otherwise determine that an adjournment is necessary or appropriate in connection with the Condition Precedent Proposals.

“Adjusted OIBDA” are to a non-GAAP measure calculated as operating income (loss) before adjusted depreciation and amortization (“OIBDA”), adjusted for adjusted share-based compensation, purchase accounting and related adjustments, restructuring and other costs, certain charges (benefits) related to the COVID-19 global pandemic, certain programming and content charges as a result of management changes and/or changes in strategy, and unusual gains or losses (such as goodwill and intangible asset impairment and charges related to Russia’s invasion of Ukraine), when applicable.

“Advisory Organizational Documents Proposals” are to proposals to approve on a non-binding advisory basis, by Ordinary Resolution, the governance provisions contained in the notice of articles and articles of Pubco to be adopted at the effective time of the StudioCo Amalgamation that materially affect the rights of SEAC Shareholders, presented separately in accordance with SEC guidance.

“Aggregate Transaction Proceeds” are to an amount equal to the sum of (a) the amount of cash available in the Trust Account at Closing (subject to certain adjustments and after, for the avoidance of doubt, giving effect to redemptions but, for the avoidance of doubt, prior to the SEAC Public Warrant Exchange or the payment of any transaction expenses) plus (b) the aggregate cash proceeds actually received or deemed received by Pubco, SEAC, New SEAC or any of their applicable successors or assigns in respect of the PIPE.

“Antitrust Division” are to the Antitrust Division of the U.S. Department of Justice.

“Amalgamations” are to the SEAC Amalgamation, the MergerCo Amalgamation and the StudioCo Amalgamation, collectively.

“Arrangement” are to an arrangement proposed by New BC Sub under Part 9, Division 5 of the BC Act on the terms and subject to the conditions set forth in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms of the Business Combination Agreement or the provisions of the Plan of Arrangement or made at the directions of the Court in the Interim Order or Final Order with the prior written consent of SEAC and Lions Gate Parent, such consent not to be unreasonably withheld, conditioned or delayed.

“BC Act” are to the Business Corporations Act (British Columbia).

“Business Combination” are to the transactions, including the SEAC Merger, the Cash Distribution, the Domestications and the Amalgamations, contemplated by the Business Combination Agreement, the Plan of Arrangement and all other agreements entered into in connection therewith.

“Business Combination Agreement” are to that certain Business Combination Agreement, dated December 22, 2023, as amended on April 11, 2024, by and among SEAC, New SEAC, Lions Gate Parent, Studio HoldCo, StudioCo, MergerCo and New BC Sub, a copy of which is attached hereto as Annexes A-1 and A-2.

“Business Combination Proposal” are to a proposal to approve, by Special Resolution, the Business Combination Agreement and the Business Combination, including Arrangement and the Plan of Arrangement pursuant to the Interim Order, and including among other things and subject to the terms and conditions contained in the Business Combination Agreement and the Plan of Arrangement, (i) SEAC will merge with and into MergerCo with SEAC Merger Surviving Company as the resulting entity, (ii) SEAC Merger Surviving Company will distribute all of its assets lawfully available for distribution to New SEAC by way of a cash dividend, (iii) SEAC Merger Surviving Company will transfer by way of continuation from the Cayman Islands to British Columbia in accordance with the Companies Act and the BC Act and convert to a British Columbia unlimited liability company in accordance with the applicable provisions of the BC Act, (iv) New SEAC will transfer by way of continuation from the Cayman Islands to British Columbia in accordance with the Companies Act and continue as a British Columbia company in accordance with the applicable provisions of the BC Act, and (v) pursuant to the Arrangement on the terms and subject to the conditions set forth in the Plan of Arrangement, (A) SEAC Merger Surviving Company and New BC Sub will amalgamate to form MergerCo Amalco, in accordance with the terms of, and with the attributes and effects set out in, the Plan of Arrangement, (B) New SEAC and MergerCo Amalco will amalgamate to form SEAC Amalco, in accordance with the terms of, and with the attributes and effects set out in, the Plan of Arrangement and (C) StudioCo and SEAC Amalco will amalgamate to form Pubco, in accordance with the terms of, and with the attributes and effects set out in, the Plan of Arrangement.

“Class B Conversion” are to any remaining SEAC Class B Ordinary Shares being deemed cancelled and surrendered for no consideration pursuant to a surrender letter in connection with each of the 2,010,000 remaining SEAC Class B Ordinary Shares automatically converting into one SEAC Class A Ordinary Share immediately following the Sponsor Securities Repurchase.

“Closing” are to the closing of the Business Combination.

“Closing Date” are to the date of Closing.

“Code” are to the U.S. Internal Revenue Code of 1986, as amended.

“Companies Act” are to the Cayman Islands Companies Act (as amended).

“Competition Act” are to the Competition Act (Canada) and the regulations promulgated thereunder.

“Condition Precedent Proposals” are to the Business Combination Proposal, the SEAC Merger Proposal and the Stock Issuance Proposal.

“Court” are to the Supreme Court of British Columbia.

“CRA” are to the Canada Revenue Agency.

“Deadline Date” are to the date by which SEAC must complete an Initial Business Combination, in accordance with the SEAC Articles.

“Domestication(s)” are to the transfer of New SEAC and/or MergerCo by way of continuation from the Cayman Islands to British Columbia, Canada in accordance with the memorandum and articles of association of respective entities and the Companies Act and BC Act and the domestication of New SEAC and/or MergerCo as British Columbia company(y/ies) in accordance with the applicable provisions of the BC Act, including all matters necessary or ancillary in order to effect such transfer by way of continuation, including the adoption of the notice of articles and articles in connection with the continuation into British Columbia under the BC Act.

“DTC” are to The Depository Trust Company.

“DWAC” are to an automated system for deposits and withdrawals of securities at DTC.

“Exchange Act” are to the U.S. Securities Exchange Act of 1934, as amended.

“Fairness Opinion” are to the written opinion of Kroll, LLC (“Duff & Phelps”), operating through its Duff & Phelps Opinions Practice, dated December 21, 2023, delivered to the SEAC Transaction Committee of the SEAC Board, a copy of which is attached as Annex K hereto.

“Final Order” are to the final order of the Court pursuant to section 291 of the BC Act, approving the Arrangement, in a form acceptable to SEAC and Lions Gate Parent, each acting reasonably, as such order may be amended, modified, supplemented or varied by the Court with the consent of SEAC and Lions Gate Parent, such consent not to be unreasonably withheld, conditioned or delayed, at any time prior to the effective time of the Arrangement or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or amended, on appeal, provided that any such affirmation or amendment is acceptable to each of SEAC and Lions Gate Parent, each acting reasonably.

“GAAP” are to generally accepted accounting principles.

“HSR Act” are to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Initial Business Combination” are to SEAC’s initial merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more business.

“Interim Order” are to the interim order of the Court obtained on March 13, 2024 contemplated by Section 2.02 of the Business Combination Agreement and made pursuant to section 291 of the BC Act, providing for, among other things, the calling and holding of the SEAC Shareholders’ Meeting, as the same may be amended, modified, supplemented or varied by the Court with the consent of SEAC and Lions Gate Parent, such consent not to be unreasonably withheld, conditioned or delayed, provided that any such amendment is reasonably acceptable to each of SEAC and Lions Gate Parent. A copy of the Interim Order is attached as Annex P to this proxy statement/prospectus.

“Investment Canada Act” are to the Investment Canada Act (Canada) and the regulations made thereunder.

“IRS” are to the U.S. Internal Revenue Service.

“ITA” are to the Income Tax Act (Canada) and the regulations made thereunder as amended from time to time.

“LG Internal Restructuring” are to a series of transactions, which, if completed in their entirety, will result in the transfer of the Studio Business from Lions Gate Parent to StudioCo and the retention of Lions Gate Parent of the Starz Business.

“Lions Gate Parent” or “Lionsgate” are to Lions Gate Entertainment Corp., a British Columbia company.

“LG Parties” are to Lions Gate Parent, Studio HoldCo and StudioCo.

“LG Studios” are to StudioCo assuming, unless the context otherwise requires, the completion of the LG Internal Restructuring pursuant to which StudioCo shall, directly or indirectly, own the Studio Business.

“Lock-Up Agreement” are to the lock-up agreement by which the SEAC Sponsor and its transferees and holders of Pubco Common Shares affiliated with Lions Gate Parent (collectively, the “Lockup Shareholders”) will become bound on the Closing Date pursuant to the Business Combination Agreement and as set forth in the Plan of Arrangement, the form of which is attached hereto as Annex J.

“Maximum Redemption Scenario” are to the redemption scenario assuming that holders of an additional 5,531,192 SEAC Class A Ordinary Shares, or approximately 32% of the currently outstanding SEAC Class A Ordinary Shares following the Extension Meeting, exercise redemption rights with respect to such shares for their pro rata share of the funds in the Trust Account. As the Business Combination Agreement includes a Minimum Cash Condition that, at the Closing, Aggregate Transaction Proceeds be at least equal to $350.0 million in cash, including (i) at least $125.0 million in cash from the Trust Account (subject to adjustments and after reduction for the aggregate amount of

“MergerCo” are to SEAC MergerCo, a Cayman Islands exempted company and a direct wholly-owned subsidiary of New SEAC, through the continuation into British Columbia under the BC Act.

“MergerCo Amalgamation” are to the amalgamation of SEAC Merger Surviving Company and New BC Sub pursuant to the Plan of Arrangement to form one corporate entity (“MergerCo Amalco”), in accordance with the terms of, and with the attributes and effects set out in, the Plan of Arrangement.

“MergerCo Class A Common Shares” are to the Class A common shares in the authorized share structure of SEAC Merger Surviving Company.

“MLI” are to the Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting.

“Nasdaq” are to The Nasdaq Stock Market LLC.

“New BC Sub” are to 1455941 B.C. Unlimited Liability Company, and a British Columbia unlimited liability company and a direct, wholly-owned subsidiary of SEAC.

“New SEAC” are to SEAC II Corp., a Cayman Islands exempted company and a wholly-owned subsidiary of SEAC, which in connection with the Business Combination will effect a deregistration pursuant to and in accordance with the Companies Act and a continuation and domestication as a British Columbia company in accordance with the BC Act, pursuant to which jurisdiction of New SEAC will be changed from the Cayman Islands to British Columbia, Canada.

“New SEAC Domestication” are to New SEAC transferring by way of continuation from the Cayman Islands to British Columbia in accordance with the Companies Act and continuing as a British Columbia company in accordance with the applicable provisions of the BC Act.

“Newly Issued Reduction Right Shares” means any newly issued SEAC Class A Ordinary Shares that may be issued to such PIPE Investors in connection with their purchase of the Reduction Right Shares.

“Newly Issued Non-Redemption Agreement Shares” are to any newly issued SEAC Class A Ordinary Shares that may be issued to certain SEAC Shareholders pursuant to discounted Non-Redemption Agreements, if any are entered into prior to Closing.

“No Redemption Scenario” or “No Additional Redemption Scenario” are to the redemption scenario assuming that none of the holders of SEAC Class A Ordinary Shares exercise redemption rights with respect to such shares in connection with the Business Combination (but takes into account redemptions that already occurred in connection with the Extension Meeting).

“Non-Redemption Agreements” are to those certain non-redemption agreements that may be entered into by SEAC before the Closing.

“Non-Redemption Agreement Shares” means the shares subject to the Non-Redemption Agreements.

“Notice of Hearing of Petition for the Final Order” are to the notice of application to the Court to obtain the Final Order, a copy of which is attached as Annex O to this proxy statement/prospectus. A copy of the Petition to the Court is attached as Annex N to this proxy statement/prospectus.

“NYSE” are to the New York Stock Exchange.

“Ordinary Resolution” are to a resolution approved by a simple majority of the SEAC Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the SEAC Shareholders’ Meeting.

“Outside Date” are to June 15, 2024, which can be extended to July 31, 2024 by SEAC or Lions Gate Parent subject to the conditions in the Business Combination Agreement.

“PCAOB” are to the Public Company Accounting Oversight Board.

“PFIC” are to a passive foreign investment company for U.S. federal income tax purposes.

“PIPE” are to a private placement to close immediately following the Amalgamations and conditioned upon the effectiveness of the consummation of the Business Combination, for an aggregate investment price equal to $225,000,000.

“PIPE Investors” are to those certain investors participating in the PIPE pursuant to the Subscription Agreements.

“Plan of Arrangement” are to the Plan of Arrangement in respect of the Arrangement, the form of which is attached hereto as Annex B, subject to any amendments or variations to such plan made in accordance with the Business Combination Agreement and the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of StudioCo and SEAC, each acting reasonably.

“Proposals” are to the Shareholder Proposals and Warrantholder Proposals.

“Proposed Amendments” are to all specific proposals to amend the ITA that have been publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof.

“Pubco” are to New SEAC, as such entity exists on the date hereof and as it is continued and amalgamated in connection with the Business Combination. Pubco intends to change its name to Lionsgate Studios Corp. following the Business Combination.

“Pubco Board” are to the board of directors of Pubco following the StudioCo Amalgamation.

“Pubco Closing Articles” are to the notice of articles and articles of Pubco to be adopted at the StudioCo Amalgamation Effective Time, the form of which is attached hereto as Annex C.

“Pubco Common Shares” are to, collectively, the Pubco common shares in the authorized share capital of Pubco.

“Pubco Shareholders” are to subsequent to the StudioCo Amalgamation, the shareholders of Pubco.

“Purchase Obligation” are to SEAC Sponsor’s obligation to purchase, or cause its affiliates to purchase in the open market, in the aggregate, no less than 5.81% of the outstanding SEAC Public Warrants.

“Redemption Shares” are to the SEAC Class A Ordinary Shares with respect to which SEAC Public Shareholders have validly exercised the redemption rights in accordance with the SEAC Articles.

“Reduction Right Shares” are to shares purchased by the PIPE Investors for which they have exercised their reduction right in accordance with the terms of the Subscription Agreements.

“Registration Statement” are to this registration statement on Form S-4 filed with the SEC by Pubco, as it may be amended or supplemented from time to time, of which this proxy statement/prospectus forms a part.

“Response to Petition” are to an application response substantially in the form of Form 67 of the Supreme Court Civil Rules (British Columbia).

“Sarbanes-Oxley Act” are to the U.S. Sarbanes-Oxley Act of 2002.

“SEAC” are to Screaming Eagle Acquisition Corp., a Cayman Islands exempted company.

“SEAC Amalgamation” are to the amalgamation of New SEAC and MergerCo Amalco pursuant to the Plan of Arrangement to form one corporate entity (“SEAC Amalco”), in accordance with the terms of, and with the attributes and effects set out in, the Plan of Arrangement.

“SEAC Articles” are to the amended and restated memorandum and articles of association of SEAC, adopted by special resolution dated January 4, 2022, effective on January 5, 2022, and as amended on April 9, 2024, as may be further amended and/or restated from time to time.

“SEAC Board” are to the board of directors of SEAC.

“SEAC Class A Ordinary Shares” are to SEAC’s Class A ordinary shares, par value $0.0001 per share, which are subject to possible redemption.

“SEAC Class B Ordinary Shares” are to SEAC’s Class B ordinary shares, par value $0.0001 per share.

“SEAC Entities” are to, collectively, New SEAC, MergerCo and New BC Sub.

“SEAC Founder Shares” are to the issued and outstanding SEAC Class B Ordinary Shares.

“SEAC Insiders” are to SEAC Sponsor and the directors and officers of SEAC.

“SEAC IPO” are to SEAC’s initial public offering of SEAC Units, which closed on January 10, 2022.

“SEAC management” are to SEAC’s officers and directors.

“SEAC Meetings” are to the SEAC Shareholders’ Meeting and the SEAC Public Warrantholders’ Meeting.

“SEAC Merger Proposal” are to a proposal to approve, by Special Resolution, assuming the Business Combination Proposal is approved and adopted, the SEAC Merger and the Plan of Merger, as contemplated by the Business Combination Agreement, pursuant to which, SEAC will merge with and into MergerCo with MergerCo (also referred to as SEAC Merger Surviving Company) as the surviving entity and each of the then issued and outstanding SEAC Class A Ordinary Shares, will be exchanged for one New SEAC Class A Ordinary Share.

“SEAC Merger” are to SEAC’s merger with MergerCo, where SEAC merges into MergerCo, with MergerCo being the surviving entity (the resulting entity referred to herein as MergerCo or, where specified, the “SEAC Merger Surviving Company”).

“SEAC Ordinary Shares” are to the SEAC Class A Ordinary Shares and the SEAC Class B Ordinary Shares.

“SEAC Private Placement Warrants” are to the warrants issued to SEAC Sponsor in a private placement simultaneously with the closing of the SEAC IPO.

“SEAC Public Shareholders” are to the holders of SEAC Public Shares.

“SEAC Public Shares” are to SEAC Class A Ordinary Shares sold as part of the SEAC Units in the SEAC IPO (whether they were purchased in the SEAC IPO or thereafter in the open market).

“SEAC Public Warrantholder Approval” are to the approval of the Warrant Agreement Amendment Proposals by the SEAC Public Warrantholders.

“SEAC Public Warrantholders’ Meeting” are to the extraordinary general meeting of SEAC Public Warrantholders that is the subject of this proxy statement/prospectus and any adjournments thereof.

“SEAC Public Warrantholders” are to the holders of SEAC Public Warrants.

“SEAC Public Warrants” are to the warrants sold as part of the SEAC Units in the SEAC IPO (whether they were purchased in the SEAC IPO or thereafter in the open market).

“SEAC Securities” are to SEAC Units, SEAC Ordinary Shares and SEAC Warrants, collectively.

“SEAC Shareholder Approval” are to the approval of the Business Combination Proposal and SEAC Merger Proposal by Special Resolution and the approval of the Advisory Organizational Documents Proposals, Stock Issuance Proposal and Adjournment Proposal by Ordinary Resolution.

“SEAC Shareholders” are to, collectively, the SEAC Sponsor and the SEAC Public Shareholders.

“SEAC Shareholders’ Meeting” are to the extraordinary general meeting of SEAC Shareholders that is the subject of this proxy statement/prospectus and any adjournments thereof.

“SEAC Sponsor” are to Eagle Equity Partners V, LLC, a Delaware limited liability company.

“SEAC Transaction Committee” are to the special transaction committee of the SEAC Board comprised of two independent members of the SEAC Board, Amy Gershkoff Bolles and Isaac Lee, which was established by the SEAC Board to, among other things, review the terms of the potential transaction, review and engage in due diligence, engage in separate discussions with SEAC management and SEAC’s advisors regarding the transaction and retain an independent financial advisor and any other advisors, if deemed necessary.

“SEAC Unitholders” are to the holders of SEAC Units.

“SEAC Units” are to the units of SEAC sold in the SEAC IPO, each of which consists of one SEAC Class A Ordinary Share and one-third of one SEAC Public Warrant.

“SEAC Warrant Agreement” are to the Warrant Agreement, dated January 10, 2022, between SEAC and Continental Stock Transfer & Trust Company, as warrant agent.

“SEAC Warrant Agreement Amendment” are to an amendment to the SEAC Warrant Agreement, pursuant to which, one business day prior to the Closing, each then issued and outstanding SEAC Public Warrant will be automatically exchanged for $0.50 in cash, and all of the issued and outstanding SEAC Private Placement Warrants will be forfeited and cancelled for no consideration, the form of which is attached hereto as Annex F.

“SEAC Warrants” are to the SEAC Private Placement Warrants and the SEAC Public Warrants, collectively.

“SEAC Warrant Support Investors” are to those certain SEAC Public Warrantholders who entered into Warrantholder Support Agreements.

“SEC” are to the U.S. Securities and Exchange Commission.

“Securities Act” are to the U.S. Securities Act of 1933, as amended.

“Shareholder Proposals” are to Business Combination Proposal, the SEAC Merger Proposal, the Advisory Organizational Documents Proposals, the Stock Issuance Proposal and the Adjournment Proposal.

“Special Resolution” are to a resolution passed by a majority of not less than two-thirds (66 2/3%) of the SEAC Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the SEAC Shareholders’ Meeting.

“Sponsor Support Agreement” are to that certain letter agreement dated as of December 22, 2023, by and among SEAC Sponsor, SEAC, StudioCo and Lions Gate Parent, a copy of which is attached hereto as Annex G.

“Sponsor Option Agreement” are to the sponsor option agreement that SEAC, New SEAC and the Sponsor will enter into, in connection with the Sponsor Securities Repurchase, one business day prior to the Closing, a copy of which is attached hereto as Annex H.

“Starz Business” are to substantially all of the assets and liabilities constituting Lions Gate Parent’s Media Networks segment.

“Stock Issuance Proposal” are to a proposal to approve, by Ordinary Resolution, assuming the Business Combination Proposal and the SEAC Merger Proposal are approved and adopted, for the purposes of complying with the applicable listing rules of Nasdaq, the issuance of (x) up to 23,091,217 Pubco Common Shares and up to 2,018,951 Newly Issued Reduction Right Shares, 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 we may enter into prior to Closing and (y) up to 253,435,794 Pubco Common Shares to Studio HoldCo, a subsidiary of Lions Gate Parent, in accordance with the terms of the Business Combination Agreement, in each case, in connection with the Business Combination.

“StudioCo” are to LG Orion Holdings ULC, a British Columbia unlimited liability company.

“StudioCo Amalgamation” are to the amalgamation of StudioCo’s and SEAC Amalco pursuant to the Plan of Arrangement to form one corporate entity (“Pubco”), in accordance with the terms of, and with the attributes and effects set out in, the Plan of Arrangement.

“StudioCo Amalgamation Effective Time” are to the effective time of the StudioCo Amalgamation.

“Studio Business” are to substantially all of the assets and liabilities constituting Lions Gate Parent’s Motion Picture and Television Production segments and a substantial portion of Lions Gate Parent’s corporate general and administrative functions.

“Studio HoldCo” are to LG Sirius Holdings ULC, a British Columbia unlimited liability company and a wholly owned subsidiary of Lions Gate Parent.

“Subscription Agreements” are to, the subscription agreements SEAC, New SEAC and Lions Gate Parent entered into with the PIPE Investors concurrently with the execution of the Business Combination Agreement and on April 11, 2024, a form of which is attached hereto as Annex D.

“Transfer Agent” are to Continental Stock Transfer & Trust Company, as transfer agent of SEAC.

“Trading Price” are to the daily closing price of the Pubco Common Shares (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within a period of thirty (30) consecutive trading days beginning thirty (30) days or more after the Closing.

“Treaty” are to the Canadian-United States Tax Convention (1980), as amended.

“Trust Account” are to the trust account that holds proceeds from the SEAC IPO and the concurrent private placement of the SEAC Private Placement Warrants, established by SEAC for the benefit of the SEAC Public Shareholders, maintained by Continental Stock Transfer & Trust Company, acting as trustee.

“Warrant Agreement Amendment Proposal” are to a proposal to approve and adopt the SEAC Warrant Agreement Amendment in the form attached as Annex F hereto to provide that, before the SEAC Merger, each of the then outstanding SEAC Public Warrants will be exchanged by such holder with SEAC for cash in the amount of $0.50 per whole SEAC Public Warrant.

“Warrantholder Adjournment Proposal” are to a proposal, if put to SEAC Public Warrantholders for a vote, to approve, by Ordinary Resolution, the adjournment of the SEAC Public Warrantholders’ Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Warrant Agreement Amendment Proposal or SEAC determines that one or more of the Closing conditions under the Business Combination Agreement is not satisfied or waived.

“Warrantholder Proposals” are to the Warrant Agreement Amendment Proposal and Warrantholder Adjournment Proposal.

“Warrant Re-Purchase Cut-Off Date” are to the date that is thirty (30) days following the filing of the registration statement, of which this proxy statement/prospectus forms a part.

“Warrantholder Support Agreements” are to those certain investor rights agreements entered into between StudioCo and certain SEAC Public Warrantholders concurrently with the execution of the Business Combination Agreement, a form of which is attached hereto as Annex E.

no SEAC Public Shareholders elect to have their SEAC Class A Ordinary Shares redeemed;

the StudioCo Issuance Equity Value is $2.677 billion;

at Closing, 253,435,794 Pubco Common Shares are issued to Studio HoldCo, a subsidiary of Lions Gate Parent, assuming a Closing Date of April 10, 2024;

23,091,217 Pubco Common Shares are issued to PIPE Investors pursuant to the PIPE (and no PIPE Investors elect to exercise their reduction rights);

no Non-Redemption Agreements are entered into prior to Closing;

none of the SEAC Insiders or Lions Gate Parent purchase any SEAC Class A Ordinary Shares in the open market;

no SEAC Warrants are issued to SEAC Sponsor pursuant to any working capital loans to SEAC; and

that there are no other issuances of equity interests of SEAC or StudioCo prior to or in connection with the Closing, other than pursuant to the PIPEs.

possible delays in closing the Business Combination, whether due to the inability to obtain SEAC Shareholder Approval or SEAC Public Warrantholder Approval, or failure to satisfy any of the conditions to closing the Business Combination, as set forth in the Business Combination Agreement;

the inability of the Business Combination, or an alternate business combination, to be completed by the Deadline Date, and the potential failure of SEAC to obtain an extension of the Deadline Date if sought by SEAC;

any waivers of the conditions to Closing as may be permitted in the Business Combination Agreement;

general economic uncertainty;

the volatility of currency exchange rates;

StudioCo’s ability to manage growth;

Pubco’s ability to obtain or maintain the listing of Pubco Common Shares on Nasdaq or any other national exchange following the Business Combination;

risks related to the rollout of StudioCo’s business and expansion strategy;

the effects of competition on StudioCo’s future business;

potential disruption in Lions Gate Parent’s employee retention as a result of the Business Combination;

the impact of and changes in governmental regulations or the enforcement thereof, tax laws and rates, accounting guidance and similar matters in regions in which Pubco operates or will operate in the future;

international, national or local economic, social or political conditions that could adversely affect the companies and their business;

the effectiveness of Pubco’s internal controls and its corporate policies and procedures;

changes in personnel and availability of qualified personnel;

the volatility of the market price and liquidity of SEAC Units, SEAC Public Shares and SEAC Public Warrants;

potential write-downs, write-offs, restructuring and impairment or other charges required to be taken by Pubco subsequent to the Business Combination;

the possibility that the SEAC Board’s valuation of StudioCo was inaccurate, including the failure of SEAC’s diligence review to identify all material risks associated with the Business Combination; and

the volatility of the market price and liquidity of Pubco Common Shares.

factors relating to the business, operations and financial performance of LG Studios and its subsidiaries and the Studio Business, including:

the anticipated benefits of the Business Combination may not be achieved;

changes in LG Studios’ business strategy, plans for growth or restructuring may increase its costs or otherwise affect its profitability;

LG Studios’ revenues and results of operations may fluctuate significantly;

the Studio Business relies on a few major retailers and distributors and the loss of any of those could reduce its revenues and operating results;

the Studio Business does not have long-term arrangements with many of its production or co-financing partners;

protecting and defending against intellectual property claims may have a material adverse effect on the Studio Business;

changes in consumer behavior, as well as evolving technologies and distribution models, may negatively affect the Studio Business, financial condition or results of operations;

LG Studios could be adversely affected by labor disputes, strikes or other union job actions;

LG Studios will be subject to risks associated with possible acquisitions, dispositions, business combinations, or joint ventures; and

business interruptions from circumstances or events out of LG Studios’ control could adversely affect LG Studios’ operations.

Why am I receiving this proxy statement/prospectus?

SEAC Shareholders are being asked to consider and vote upon the Shareholder Proposals, including to approve the transactions contemplated by the Business Combination Agreement, including the SEAC Merger, the Cash Distribution, the Domestications and the Arrangement (which includes the Amalgamations).

What is being voted on at the SEAC Shareholders’ Meeting?

SEAC Shareholders will vote on the following Shareholder Proposals at the SEAC Shareholders’ Meeting:

Shareholder Proposal No. 1 – Business Combination Proposal: To approve, by Special Resolution, the Business Combination Agreement and the Business Combination, including the Arrangement and the Plan of Arrangement, pursuant to which, among other things and subject to the terms and conditions contained in

Shareholder Proposal No. 2 – SEAC Merger Proposal: To approve, by Special Resolution, assuming the Business Combination Proposal is approved and adopted, the SEAC Merger and the Plan of Merger, as contemplated by the Business Combination Agreement, pursuant to which, SEAC will merge with and into MergerCo with MergerCo (also referred to as SEAC Merger Surviving Company) as the surviving entity and each of the then issued and outstanding SEAC Class A Ordinary Shares, will be exchanged for one New SEAC Class A Ordinary Share. The full text of the Plan of Merger is attached to the accompanying proxy statement/prospectus as Annex L.

Shareholder Proposal No. 3 – Advisory Organizational Documents Proposals: To approve on a non-binding advisory basis, by Ordinary Resolution, the governance provisions contained in the Pubco Closing Articles that materially affect the rights of SEAC Shareholders, presented separately in accordance with the SEC guidance. Proposal No. 3 is separated into sub-proposals as described in “Shareholder Proposal No. 3 — The Advisory Organizational Documents Proposals”.

Shareholder Proposal No. 4 – Stock Issuance Proposal: To approve, by Ordinary Resolution, assuming the Business Combination Proposal and the SEAC Merger Proposal are approved and adopted, for the purposes of complying with the applicable listing rules of Nasdaq, the issuance of (x) up to 23,091,217 Pubco Common Shares and up to 2,018,951 Newly Issued Reduction Right Shares, 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 we may enter into prior to Closing and (y) up to 253,435,794 Pubco Common Shares to Studio HoldCo, a subsidiary of Lions Gate Parent, in accordance with the terms of the Business Combination Agreement, in each case, in connection with the Business Combination.

Shareholder Proposal No. 5 – Adjournment Proposal: If put to SEAC Shareholders for a vote, a proposal to approve, by Ordinary Resolution, the adjournment of the SEAC Shareholders’ Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Condition Precedent Proposals.

What is being voted on at the SEAC Public Warrantholders’ Meeting?

SEAC Public Warrantholders will vote on the following Warrantholders Proposals at the SEAC Public Warrantholders’ Meeting:

Warrantholder Proposal No. 1 – Warrant Agreement Amendment Proposal: a proposal to approve and adopt the SEAC Warrant Agreement Amendment in the form attached as Annex F hereto to provide that,

Warrantholder Proposal No. 2 – Warrantholder Adjournment Proposal: If put to SEAC Public Warrantholders for a vote, a proposal to approve, by Ordinary Resolution, the adjournment of the SEAC Public Warrantholders’ Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Warrant Agreement Amendment Proposal or SEAC determines that one or more of the Closing conditions under the Business Combination Agreement is not satisfied or waived.

Are the Proposals conditioned on one another?

SEAC may not consummate the Business Combination unless the Business Combination Proposal, the Merger Proposal and the Stock Issuance Proposal are approved at the SEAC Shareholders’ Meeting. The Advisory Organizational Documents Proposals are non-binding and are not conditioned on the approval of any other Shareholder Proposal set forth in this proxy statement/prospectus. The Adjournment Proposal is not conditioned on the approval of any other Shareholder Proposal set forth in this proxy statement/prospectus. Additionally, the Business Combination is conditioned on, among other things, the approval and adoption of the SEAC Warrant Agreement Amendment, and the SEAC Warrant Agreement Amendment is conditioned on the Closing of the Business Combination.

What will happen in the Business Combination?

Pursuant to the Business Combination Agreement, and subject to the terms and conditions contained in the Business Combination Agreement and the Plan of Arrangement, the Business Combination will be effected as follows: (i) SEAC will merge with and into MergerCo with SEAC Merger Surviving Company as the resulting entity, (ii) SEAC Merger Surviving Company will distribute all of its assets lawfully available for distribution to New SEAC by way of a cash dividend, (iii) SEAC Merger Surviving Company will transfer by way of continuation from the Cayman Islands to British Columbia in accordance with the Companies Act and the BC Act and convert to a British Columbia unlimited liability company in accordance with the applicable provisions of the BC Act, (iv) New SEAC will transfer by way of continuation from the Cayman Islands to British Columbia in accordance with the Companies Act and continue as a British Columbia company in accordance with the applicable provisions of the BC Act, and (v) pursuant to the Arrangement and on the terms and subject to the conditions set forth in the Plan of Arrangement, (A) SEAC Merger Surviving Company and New BC Sub will amalgamate to form MergerCo Amalco, in accordance with the terms of, and with the attributes and effects set out in, the Plan of Arrangement, (B) New SEAC and MergerCo Amalco will amalgamate to form SEAC Amalco, in accordance with the terms of, and with the attributes and effects set out in, the Plan of Arrangement and (C) StudioCo and SEAC Amalco will amalgamate to form Pubco, in accordance with the terms of, and with the attributes and effects set out in, the Plan of Arrangement.

What is the purchase price for the Studio Business implied in the Business Combination?

In the Business Combination, SEAC Amalco and StudioCo will amalgamate to form Pubco. In exchange for 100% of the equity interests of StudioCo, Lions Gate Parent will receive a number of Pubco Common Shares equal to the StudioCo Issuance Equity Value divided by $10.70. The “StudioCo Issuance Equity Value” is determined by the following formula, as of immediately prior to commencement of the SEAC Pre-Arrangement Steps (excluding, for the avoidance of doubt, the impact of the net proceeds of the Transactions

What is the per share value attributed to Pubco Common Shares to be received by the SEAC Public Shareholders, the SEAC Sponsor and the PIPE Investors at the Closing?

Pursuant to the Business Combination Agreement, SEAC Public Shareholders who do not redeem their SEAC Class A Ordinary Shares will ultimately (as a result of the SEAC Merger and the Amalgamations) receive one (1) Pubco Common Share for each SEAC Class A Ordinary Share held by them immediately prior to the SEAC Merger. While we cannot be certain of the price such SEAC Public Shareholders paid for their SEAC Public Shares, assuming they purchased their SEAC Public Shares as part of the SEAC Units issued in the SEAC IPO for $10.00 per SEAC Unit, the effective purchase price paid per SEAC Public Share would be approximately $10.00.

How were the transaction structure and consideration for the Business Combination determined?

Why is SEAC proposing the Business Combination?

SEAC was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination involving SEAC and one or more businesses or entities.

Why was the SEAC Transaction Committee formed?

Recognizing Mr. Sloan’s potential conflict of interest in the Business Combination, the SEAC Board formed the SEAC Transaction Committee, a committee comprised of two independent members of the SEAC Board, Amy Gershkoff Bolles and Isaac Lee, to, among other things, review the terms of the potential transaction, review and engage in due diligence, engage in separate discussions with SEAC management and SEAC’s advisors regarding the transaction and retain an independent financial advisor and any other advisors if deemed necessary. Harry E. Sloan, the Chairman of the SEAC Board, also serves as a member of the board of directors, the compensation committee and the strategic advisory committee of Lions Gate Parent and, as of April 10, 2024, beneficially owned 70,101 Class A voting shares of Lions Gate Parent and 271,344 Class B non-voting shares of Lions Gate Parent, each of which represents less than 1% of the respective class of shares of Lions Gate Parent. Mr. Sloan also participates in the compensation programs, indemnification and insurance arrangements of Lions Gate Parent applicable to non-employee directors. Mr. Sloan recused himself from participating in any deliberations by either the board of directors of Lions Gate Parent or the SEAC Board regarding the Business Combination. For a more complete description of the SEAC Insiders’ potential conflict of interests in the Business Combination, please see the subsection entitled “The Business Combination—Interests of Certain Persons in the Business Combination.” For additional information regarding the SEAC Transaction Committee, see the subsection entitled “The Business Combination—The SEAC Transaction Committee and SEAC Board’s Reasons for Approval of the Business Combination”.

What conditions must be satisfied to complete the Business Combination?

There are several closing conditions in the Business Combination Agreement, including the approval by SEAC Shareholders of the Business Combination Proposal, the adoption of the SEAC Warrant Agreement Amendment and the Minimum Cash Condition. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, please see the subsection entitled “The Business Combination—Conditions to Closing of the Business Combination”.

Is it possible for the Aggregate Transaction Proceeds to be greater or less than $350,000,000?

How will Pubco be managed and governed following the Business Combination?

Will Lions Gate Parent conduct a “spin-off” or separation and distribution of its Pubco Common Shares to the shareholders of Lions Gate Parent?

What will be the equity stakes of the SEAC Public Shareholders, SEAC Sponsor, Lions Gate Parent and the PIPE Investors in Pubco upon completion of the Business Combination?

SEAC, New SEAC and StudioCo anticipate that, upon the Closing and assuming the full exercise of securities convertible into or exchangeable for Pubco Common Shares, the ownership of Pubco Common Shares will be as follows (totals may not add to 100.0% due to rounding):

Excludes any Additional Shares that may be issued to PIPE Investors who exercise their reduction rights and any SEAC Public Shareholders who enter into discounted Non-Redemption Agreements prior to the Closing.

Assumes the vesting of all of the 2,200,000 SEAC Sponsor Options to purchase Pubco Common Shares, each of which, if the following vesting condition is met within 5 years from Closing, will entitle the SEAC Sponsor to purchase one Pubco Common Share for $0.0001 per share. The SEAC Sponsor Options will vest, subject to the terms, conditions and exceptions set forth in the Sponsor Option Agreement, on or after the date on which (i) the Trading Price of the Pubco Common Shares (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) equals or exceeds $16.05 per share or (ii) a change of control occurs, subject to certain conditions.

How will the proceeds from the Business Combination be used by Pubco?

A portion of the Aggregate Transaction Proceeds in the Business Combination will be used by Pubco to pay certain SEAC transaction expenses, which are estimated to be approximately $21 million, and to fund the SEAC Public Warrant Exchange, which is estimated to cost approximately $12.5 million. Any amounts remaining, which are estimated to be between approximately $317 and $374 million, will be paid by a subsidiary of Pubco to a subsidiary of Lions Gate Parent in partial repayment of certain intercompany debt arrangements. See the section entitled “The Business Combination—Sources and Uses for the Business Combination.” See the sections entitled “Risk Factors—Risks Related to the Studio Business—LG Studios

Why is SEAC proposing the Advisory Organizational Documents Proposals?

As required by applicable SEC guidance, SEAC is requesting that the SEAC Shareholders consider and vote upon, on a non-binding advisory basis, proposals to approve the governance provisions contained in the Pubco Closing Articles that materially affect the rights of SEAC Shareholders. These non-binding advisory votes are not otherwise required by either Cayman Islands or British Columbia law and are separate and apart from the Business Combination Proposal, but consistent with SEC guidance, SEAC is submitting these proposals to its shareholders separately as the sub-proposals for approval. Please see the section entitled “Comparison of Corporate Governance and Shareholder Rights” elsewhere in this proxy statement/prospectus for additional information. However, the SEAC Shareholder votes regarding these Proposals are advisory votes and are not binding on the SEAC Board. Furthermore, the Business Combination is not conditioned on the separate approval of the Advisory Organizational Documents Proposals.

Did the SEAC Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

Yes. The SEAC Board received the Fairness Opinion from Duff & Phelps as to the fairness, from a financial point of view, to the SEAC Shareholders (other than the SEAC Sponsor and its affiliates, the PIPE Investors and any investor who enter into a discounted Non-Redemption Agreement (other than in their capacities as SEAC Shareholders as of the date of the Fairness Opinion), collectively the “Excluded Shareholders”) of the consideration to be received in the Business Combination by such SEAC Shareholders, which opinion was based on and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications set forth in such opinion as more fully described under the subsection “The Business Combination—Opinion of the SEAC Financial Advisor”.

What are some of the positive and negative factors that the SEAC Board and the SEAC Transaction Committee considered when determining to enter into the Business Combination Agreement and their rationale for approving the Business Combination?

The SEAC Transaction Committee and the SEAC Board considered a number of factors pertaining to the Business Combination as generally supporting their respective decisions to enter into the Business Combination Agreement and the transactions contemplated thereby, which are described more fully in the subsection entitled “The Business Combination — The SEAC Transaction Committee and SEAC Board’s Reasons for Approval of the Business Combination”.

Benefits Not Achieved. The risk that the potential benefits of the Business Combination or anticipated performance of StudioCo may not be fully achieved, or may not be achieved within the expected timeframe

Liquidation of SEAC. The risks and costs to SEAC if the Business Combination is not completed, including the risk of diverting management focus and resources from other businesses combination opportunities, which could result in SEAC being unable to effect an initial business combination within the required timeframe under the SEAC Articles and force SEAC to liquidate and the SEAC Warrants to expire worthless.

Shareholder Vote. The risk that SEAC Shareholders may fail to approve the Business Combination.

Closing Conditions. The fact that completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within the parties’ control.

Litigation. The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination.

Fees and Expenses. The fees and expenses associated with completing the Business Combination.

SEAC Public Shareholders Will Have a Minority Ownership Interest in PubCo. The fact that current SEAC Shareholders will experience immediate dilution as a consequence of the issuance of Pubco Common Shares as consideration in the Business Combination and, as a result, such SEAC Shareholders will collectively own a minority interest in Pubco after the Closing. Having a minority ownership interest may reduce the influence that current SEAC Shareholders have on the management of Pubco.

Other Risks. The various other risks associated with the Business Combination, SEAC’s business and the businesses of StudioCo described in the “Risk Factors” section of this proxy statement/prospectus.

Interests of Certain Persons. The interests of certain of SEAC management in the Business Combination are in addition to, and may be different from, the interests of SEAC Shareholders. The SEAC Transaction Committee and the SEAC Board were aware of these interests during the negotiation of the Business Combination and in evaluating and unanimously approving, as members of the SEAC Transaction Committee and the SEAC Board, the Business Combination Agreement and the Business Combination.

What happens if I sell my SEAC Class A Ordinary Shares before the SEAC Shareholders’ Meeting?

The record date for the SEAC Shareholders’ Meeting is earlier than the date of the SEAC Shareholders’ Meeting and the date that the Business Combination is expected to be completed. If you transfer your SEAC Class A Ordinary Shares after the record date, but before the SEAC Shareholders’ Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the SEAC Shareholders’ Meeting. However, you will not be able to seek redemption of your SEAC Class A Ordinary Shares in accordance with the provisions described in this proxy statement/prospectus. If you transfer your SEAC Class A Ordinary Shares prior to the record date, you will have no right to vote those shares at the SEAC Shareholders’ Meeting or seek redemption of your SEAC Class A Ordinary Shares.

What happens if I sell my SEAC Public Warrants before the SEAC Public Warrantholders’ Meeting?

The record date for the SEAC Public Warrantholders’ Meeting is earlier than the date of the SEAC Public Warrantholders’ Meeting and the date that the Business Combination is expected to be completed. If you transfer your SEAC Public Warrants after the record date, but before the SEAC Public Warrantholders’ Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the SEAC Public Warrantholders’ Meeting.

How has the announcement of the Business Combination affected the trading price of SEAC Units, SEAC Class A Ordinary Shares and SEAC Public Warrants?

On December 21, 2023, the last trading date before the public announcement of the Business Combination, SEAC Units, SEAC Class A Ordinary Shares and SEAC Public Warrants closed at $10.65, $10.56 and $0.10, respectively. On January 4, 2024, the trading date immediately prior to the initial filing date of this proxy statement/prospectus, SEAC Units, SEAC Class A Ordinary Shares and SEAC Public Warrants closed at $10.71, $10.60 and $0.48, respectively. On April 10, 2024, SEAC Units, SEAC Class A Ordinary Shares and SEAC Public Warrants closed at $10.81, $10.71 and $0.48, respectively.

Following the Business Combination, will SEAC’s securities continue to trade on a stock exchange?

No. SEAC, StudioCo and New SEAC anticipate that, following consummation of the Business Combination, the SEAC Class A Ordinary Shares, SEAC Units and SEAC Public Warrants will be delisted from Nasdaq, and SEAC will be deregistered under the Exchange Act. Each SEAC Class A Ordinary Share that is not redeemed by the holder thereof will be, through a series of transactions, exchanged for one Pubco Common Share, as further described under the section titled “What will be the equity stakes of the SEAC Public Shareholders, SEAC Sponsor, Lions Gate Parent and the PIPE Investors in Pubco upon completion of the Business Combination?” In addition, each whole SEAC Public Warrant, subject to the approval of the SEAC Public Warrant Agreement, will be exchanged for $0.50 per warrant in cash and each SEAC Private Placement Warrant will be forfeited.

Why is SEAC proposing the SEAC Warrant Agreement Amendment?

The intent of the SEAC Warrant Agreement Amendment is to reduce the dilutive effect of the presently issued and outstanding SEAC Public Warrants and SEAC Private Placement Warrants to purchase an aggregate of 36,733,333 shares of SEAC Class A Ordinary Shares and to ensure that Lions Gate Parent owns at least 82.5% of Pubco Common Shares upon the Closing.

Who is eligible to vote on the Warrant Agreement Amendment Proposal?

This proxy statement/prospectus and the proxy card are being made available to all persons who were holders of SEAC Public Warrants on April 16, 2024, the record date for voting at the SEAC Public Warrantholders’ Meeting. Such date has been fixed by SEAC for the determination of SEAC Public Warrantholders entitled to vote on the SEAC Warrant Agreement Amendment (as well as the record date for the determination of SEAC Public Warrantholders entitled to vote at the SEAC Public Warrantholders’ Meeting).

What vote is required to approve the Shareholder Proposals presented at the SEAC Shareholders’ Meeting?

Approval of each of the Business Combination Proposal and the SEAC Merger Proposal requires the affirmative vote (in person or by proxy, including by way of the online meeting option) of the holders of not less than two thirds (66 2/3%) of the outstanding SEAC Class A Ordinary Shares and SEAC Class B Ordinary Shares attending (in person or by proxy, including by way of the online meeting option) and entitled to vote at the SEAC Shareholders’ Meeting, voting as a single class. Each of the Advisory Organizational Documents Proposals, the Stock Issuance Proposal and (if put) the Adjournment Proposal require the affirmative vote (in person or by proxy, including by way of the online meeting option) of the holders of a majority of the outstanding SEAC Class A Ordinary Shares and SEAC Class B Ordinary Shares attending (in person or by proxy, including by way of the online meeting option) and entitled to vote at the SEAC Shareholders’ Meeting, voting as a single class. Abstentions, while considered as present for purposes of establishing a quorum, will not count as votes cast at the SEAC Shareholders’ Meeting and therefore will have no effect on any of the Shareholder Proposals (assuming a quorum is present).

What vote is required to approve the Warrantholder Proposals presented at the SEAC Public Warrantholders’ Meeting?

May the SEAC Sponsor, directors, officers, advisors or any of their respective affiliates purchase SEAC Public Shares in connection with the Business Combination?

In connection with the vote of SEAC Shareholders to approve the proposed Business Combination, SEAC Sponsor, SEAC management or SEAC’s advisors and any of their respective affiliates may privately negotiate to purchase SEAC Public Shares from SEAC Public Shareholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per share pro rata portion of the Trust Account. SEAC Sponsor, SEAC management or SEAC’s advisors and any of their respective affiliates will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller of such SEAC Public Shares or during a restricted period under Regulation M under the Exchange Act or other federal securities laws. Such a purchase could include a contractual acknowledgement that such SEAC Shareholder, although still the record holder of such SEAC Public Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. Any SEAC Public Shares purchased by SEAC Sponsor, SEAC management or SEAC’s advisors or any of their respective affiliates would not be voted in favor of approving the Business Combination. In the event that SEAC Sponsor, SEAC management or SEAC’s advisors or any of their respective affiliates purchase SEAC Public Shares in privately negotiated transactions from SEAC Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. In addition, SEAC Sponsor, SEAC management and SEAC’s advisors or any of their respective affiliates would waive any redemption rights with respect to any SEAC Public Shares that they purchase in any such privately negotiated transactions. Any such privately negotiated purchases may be effected at purchase prices that are no higher than the per share pro rata portion of the Trust Account.

How many votes do I have at the SEAC Shareholders’ Meeting?

For all Shareholder Proposals, SEAC Shareholders are entitled to one vote at the SEAC Shareholders’ Meeting for each SEAC Class A Ordinary Share or SEAC Class B Ordinary Share held of record as of April 16, 2024, the record date for the SEAC Shareholders’ Meeting. As of the close of business on the record date, there were 17,175,223 outstanding SEAC Class A Ordinary Shares, which are held by SEAC Public Shareholders, and 18,750,000 outstanding SEAC Class B Ordinary Shares, which are currently held by the SEAC Sponsor.

How many votes do I have at the SEAC Public Warrantholders’ Meeting?

SEAC Public Warrantholders are entitled to one vote at the SEAC Public Warrantholders’ Meeting for each whole SEAC Public Warrant held of record as of April 16, 2024 the record date. As of the close of business on the record date, there were 25,000,000 outstanding SEAC Public Warrants.

Must I pay an exercise price in connection with the warrant exchange?

No. SEAC Public Warrantholders will not be required to pay an exercise price in connection with the warrant exchange or otherwise in connection with the SEAC Warrant Agreement Amendment.

If the SEAC Warrant Agreement Amendment is approved, what will I receive upon consummation of the warrant exchange?

In connection with the Closing, you will receive $0.50 for each whole SEAC Public Warrant you own. Any fractional SEAC Public Warrants will be cancelled for no consideration.

Are there any other conditions to effectiveness of the SEAC Warrant Agreement Amendment?

Yes. Even if the required votes to approve the SEAC Warrant Agreement Amendment are obtained, if the Business Combination Agreement is terminated in accordance with its terms or the consummation of the Business Combination does not occur for any reason, the SEAC Warrant Agreement Amendment will not become effective.

How do I attend the SEAC Shareholders’ Meeting?

The SEAC Shareholders’ Meeting will be held on May 7, 2024, at 10:30 a.m., Eastern Time at the offices of White & Case LLP located at 1221 Avenue of the Americas, New York, New York 10020 and virtually via live webcast at https://www.cstproxy.com/screamingeagleacquisition/2024. pursuant to the procedures described in this proxy statement/prospectus, or such other date, time and place to which such meeting may be adjourned, to consider and vote upon the Shareholder Proposals. All SEAC Shareholders as of the record date, or their duly appointed proxies, may attend the SEAC Shareholders’ Meeting, which will be held both in person and virtually. SEAC Shareholders may attend the SEAC Shareholders’ Meeting online, including to vote and submit questions, at https://www.cstproxy.com/screamingeagleacquisition/2024. To attend online and participate in the SEAC Shareholders’ Meeting, SEAC Shareholders of record will need to visit https://www.cstproxy.com/screamingeagleacquisition/2024 and enter the 12 digit control number provided on your proxy card, regardless of whether you pre-registered.

What constitutes a quorum at the SEAC Shareholders’ Meeting?

A quorum will be present at the SEAC Shareholders’ Meeting if the holders of one-third of the SEAC Ordinary Shares being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy at the SEAC Shareholders’ Meeting. In the absence of a quorum, the chairman of the meeting has the power to adjourn the SEAC Shareholders’ Meeting. As of the record date for the SEAC Shareholders’ Meeting, 11,975,075 SEAC Ordinary Shares will be required to

What is the Sponsor Securities Repurchase?

Immediately prior to the Class B Conversion, on the business day prior to the Closing Date, each then issued and outstanding SEAC Class B Ordinary Share (and each then issued and outstanding Former SEAC Founder Share) held by the SEAC Sponsor or any of its affiliates or permitted transferees, in excess of 1,800,000 SEAC Class B Ordinary Shares (such 1,800,000 number calculated by including Former SEAC Founder Shares (if any)) (after giving effect to the transfer of 210,000 SEAC Class B Ordinary Shares from the SEAC Sponsor to certain of SEAC’s independent directors, officers or advisors), will be repurchased by SEAC for an aggregate purchase price consisting of (x) $1.00 and (y) 2,200,000 options of SEAC, which will upon the closing of the Business Combination become 2,200,000 Pubco Sponsor Options. Each Pubco Sponsor Option shall entitle the holder to purchase one Pubco Common Share at an exercise price of $0.0001 per share. Each Pubco Sponsor Option will become exercisable, subject to the terms, conditions and exceptions set forth in the Sponsor Option Agreement, on or after the date on which (i) the Trading Price of the Pubco Common Shares (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) equals or exceeds $16.05 per share or (ii) a change of control of Pubco occurs, subject to certain conditions and exceptions. Unless the foregoing vesting condition has previously been met, the Pubco Sponsor Options shall expire and no longer be exercisable on and after the date that is five (5) years after the Closing Date. See the section entitled “The Business Combination Agreement and Related Agreements—Related Agreements—Sponsor Option Agreement.” Assuming no Pubco Common Shares are issued upon exercise of the Pubco Sponsor Options and no additional SEAC Class A Ordinary Shares are purchased by the SEAC Sponsor prior to the Closing, the effective purchase price per share for the 1,800,000 Pubco Common Shares to be held by the SEAC Sponsor at the Closing, after taking account of the SEAC Sponsor Share Reductions in the Business Combination, would be approximately $9.79 based on the SEAC Sponsor’s total investment of $17,625,000. Assuming the exercise of all 2,200,000 Pubco Sponsor Options, the SEAC Sponsor will hold 4,000,000 Pubco Common Shares, which would decrease such effective purchase price per share to approximately $4.41.

How will SEAC Insiders vote?

SEAC Insiders have agreed to vote any SEAC Class A Ordinary Shares (except for any SEAC Class A Ordinary Shares purchased as described above under “May the SEAC Sponsor, directors, officers, advisors or any of their respective affiliates purchase SEAC Public Shares in connection with the Business Combination?” and below under “The Business Combination—Potential Purchases of Public Shares and/or Public Warrants”) and any SEAC Class B Ordinary Shares held by them in favor of the Business Combination. As of the record date, the SEAC Sponsor owns 18,750,000 SEAC Class B Ordinary Shares, which represented approximately 52.2% of the total issued and outstanding SEAC Ordinary Shares, and the other SEAC Insiders own no SEAC Ordinary Shares.

What interests do SEAC’s current officers and directors and the SEAC Sponsor have in the Business Combination?

In considering the unanimous recommendation of the SEAC Transaction Committee and the SEAC Board (other than Harry E. Sloan and Paul Buccieri, each of whom recused himself from consideration and approval of the Business Combination) to vote in favor of the Business Combination, SEAC Shareholders should be aware that, aside from their direct or indirect interests as shareholders, the SEAC Insiders have interests in the Business Combination that are different from, or in addition to, those of other SEAC Shareholders generally. The SEAC Board was aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to SEAC Shareholders that they approve the

Pursuant to the SEAC Articles, the SEAC Sponsor, as the holder of the SEAC Founder Shares, is not entitled to redemption rights with respect to any SEAC Founder Shares and has agreed to waive redemption rights with respect to any SEAC Public Shares held by them in connection with the consummation of the Initial Business Combination. Additionally, SEAC Sponsor is not entitled to redemption rights with respect to any SEAC Founder Shares held by them if SEAC fails to consummate the Initial Business Combination before the Deadline Date. If SEAC does not complete the Initial Business Combination before the Deadline Date, the proceeds of the sale of the SEAC Private Placement Warrants held in the Trust Account will be used to fund the redemption of the SEAC Public Shares, and the SEAC Private Placement Warrants will expire without the receipt of any value by the holders of such warrants. Since SEAC Sponsor and SEAC management directly or indirectly own SEAC Ordinary Shares and SEAC Private Placement Warrants, SEAC management may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate the Initial Business Combination. Pursuant to the Sponsor Support Agreement, SEAC Sponsor has agreed to forfeit the SEAC Private Placement Warrants held by it in connection with the Closing;

The SEAC Sponsor paid an aggregate of approximately $25,000 for the 18,750,000 SEAC Founder Shares (approximately $0.0013 per share, after forfeiture due to there being no exercise of the over-allotment option in the SEAC IPO). The SEAC Sponsor paid an aggregate of approximately $17,600,000 for the 11,733,333 SEAC Private Placement Warrants, at a price of $1.50 per warrant, simultaneously with the consummation of the SEAC IPO. The SEAC Sponsor would lose its entire aggregate investment of $17,625,000 if SEAC does not complete an Initial Business Combination before the Deadline Date. On the contrary, if the Business Combination closes, the Pubco Common Shares held by the SEAC Sponsor and its permitted transferees, after taking into account the SEAC Sponsor Share Reductions, will have a significantly higher value at the time of the Business Combination, which if unrestricted and freely tradable would be valued at approximately $19.3 million, based on the closing price of the SEAC Class A Ordinary Shares of $10.71 per share on April 10, 2024, resulting in a theoretical gain of approximately $1.7 million. Additionally, if, following the Business Combination, the Trading Price of the Pubco Common Shares (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) equals or exceeds $16.05 per share, the SEAC Sponsor will be entitled to receive 2,200,000 Pubco Common Shares upon exercise of the Pubco Sponsor Options at $0.0001 per share, subject to the terms of the Sponsor Option Agreement. Accordingly, assuming a Trading Price of Pubco Common Shares equals $16.05 and the issuance of the full 2,200,000 Pubco Common Shares to the SEAC Sponsor, the aggregate value of the Pubco Common Shares the SEAC Sponsor will hold (assuming no additional purchase of Pubco Common Shares by SEAC), which if unrestricted and freely tradable would be at approximately $64.2 million, resulting in a theoretical gain of approximately $46.6 million;

The fact that given the differential in the purchase price that SEAC Sponsor paid for the SEAC Founder Shares as compared to the price of the SEAC Units sold in the SEAC IPO and the 2,010,000 Pubco Common Shares and the 2,200,000 Pubco Common Shares underlying the Pubco Sponsor Options that the SEAC Sponsor and its permitted transferees will receive upon exchange of the SEAC Founder Shares in connection with the Business Combination, SEAC Sponsor and its permitted transferees may earn a positive rate of return on their investment even if the Pubco Common Shares trade below $10.00, the per share price initially paid for the SEAC Units in the SEAC IPO and the SEAC Public Shareholders experience a negative rate of return following the completion of the Business Combination. After taking into account the SEAC Sponsor Share Reductions, the aggregate market value of the 1,800,000 Pubco Common Shares to be held by the SEAC Sponsor following the Business Combination would be more than the initial investment in SEAC by the SEAC Sponsor if the trading price of the Pubco Common Shares following the Closing is above $9.79 per share;

The fact that certain members of SEAC management, including Harry E. Sloan, Eli Baker and Jeff Sagansky, collectively own, directly or indirectly, a material interest in SEAC Sponsor;

The SEAC Articles provide that SEAC renounces any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for

If the Trust Account is liquidated, including in the event SEAC is unable to complete an Initial Business Combination within the required time period, SEAC Sponsor has agreed to indemnify SEAC to ensure that the proceeds in the Trust Account are not reduced below $10.00 per SEAC Public Share, or such lesser amount per SEAC Public Share as is in the Trust Account on the liquidation date, by the claims of (a) any third party (other than SEAC’s independent public accountants) for services rendered or products sold to SEAC or (b) a prospective target business with which SEAC has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement, but only if such a third party or target business has not executed a waiver of all rights to seek access to the Trust Account;

The fact that SEAC Sponsor will benefit from the completion of an Initial Business Combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to SEAC Shareholders rather than liquidate;

The anticipated appointment of Harry E. Sloan, Chairman of the SEAC Board and a director of Lions Gate Parent, as a director on the Pubco Board in connection with the closing of the Business Combination;

The fact that Harry E. Sloan, the Chairman of SEAC, also serves as a member of the board of directors, the compensation committee and the strategic advisory committee of Lions Gate Parent and, as of March 21, 2024, Mr. Sloan beneficially owned 70,101 Class A voting shares of Lions Gate Parent and 271,344 Class B non-voting shares of Lions Gate Parent, each of which represents less than 1% of respective class of shares of Lions Gate Parent. Mr. Sloan also participates in the compensation programs, indemnification and insurance arrangements of Lions Gate Parent applicable to non-employee directors. However, Mr. Sloan has recused himself from the decisions to approve the Business Combination made by both the SEAC Board and board of directors of Lions Gate Parent. Paul Buccieri, a director of SEAC has also recused himself from the decisions to approve the Business Combination made by the SEAC Board due to a potential commercial conflict of interest given his role as President and Chairman of the A+E Networks Group (“A+E Networks”), a company which is also in the media and entertainment industry;

The fact that Pubco will indemnify SEAC Sponsor and its affiliates and their respective present and former directors and officers for a period of six years from the Closing, in connection with any claim, action, suit, proceeding or investigation arising out of or pertaining to the Business Combination and SEAC Sponsor’s ownership of SEAC Securities or its control or ability to influence SEAC;

The fact that the aggregate fees payable to Citi upon the closing of the Business Combination is expected to be approximately $7.6 million, comprising of approximately $3.4 million for its role as co-placement agent, $1.0 million for its role as SEAC’s financial advisor and approximately $3.2 million as the modified deferred underwriting commission to which Citi is entitled equal to a specific percentage of the amount remaining in the Trust Account at Closing, which, for illustrative purposes, is presented here assuming $184.4 million remains in the Trust Account at Closing and after giving effect to redemption rights exercised by the SEAC Public Shareholders and certain other adjustments. (as described in the section “Business of SEAC and Certain Information About SEAC—Modifications to the SEAC IPO Underwriters’ Deferred Discount”);

The fact that the aggregate fees payable to Morgan Stanley upon the closing of the Business Combination is expected to be approximately $6.6 million, comprising of approximately $3.4 million for its role as co-placement agent, and approximately $3.2 million as an incremental fee equal to a specific percentage of the amount remaining in the Trust Account at Closing, which, for illustrative purposes, is presented here assuming $184.4 million remains in the Trust Account at Closing and after giving effect to the redemption rights exercised by the SEAC Public Shareholders and certain other adjustments;

The fact that SEAC has agreed to reimburse Citi and Morgan Stanley, in their capacity as placement agents, for all reasonable and documented expenses of their outside counsel in an amount up to $300,000, to be shared equally between them, incurred in connection with the PIPE, as agreed in their respective engagement letters with SEAC, irrespective of the consummation of the PIPE;

The fact that SEAC has also agreed to reimburse Citi, in its capacity as SEAC’s financial advisor, for all reasonable and documented expenses incurred for its services under its engagement letter with SEAC, including reasonable and documented fees and expenses of Citi’s outside counsel, upon the consummation of the Business Combination, or the expiration or termination of such engagement letter (whichever is earlier); and

Upon the Closing, subject to the terms and conditions of the Business Combination Agreement, the SEAC Insiders, SEAC Board and their respective affiliates may be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an Initial Business Combination. However, if SEAC fails to consummate an Initial Business Combination, such persons will not have any claim against the Trust Account for reimbursement and SEAC may not be able to reimburse these expenses. No such reimbursable out-of-pocket expenses have been provided to SEAC for reimbursement as of the date of this proxy statement/prospectus.

Are there material differences between my rights as a Pubco Shareholder and my rights as a SEAC Shareholder?

Yes. There are certain material differences between your rights as a Pubco Shareholder and your rights as a SEAC Shareholder. You are urged to read the sections entitled “Description of Pubco Securities” and “Comparison of Corporate Governance and Shareholder Rights”.

What happens if I vote against the Business Combination Proposal?

Under the SEAC Articles, if the Business Combination Proposal is not approved and SEAC does not otherwise consummate an alternative business combination by the Deadline Date, SEAC will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such account to SEAC Public Shareholders.

Do I have redemption rights?

Pursuant to the SEAC Articles, a SEAC Public Shareholder may request that SEAC redeem all or a portion of its SEAC Public Shares for cash if the Business Combination is consummated. As a SEAC Public Shareholder, you will be entitled to exercise your redemption rights if you:

hold SEAC Public Shares or, if you hold SEAC Public Shares through SEAC Units, you elect to separate your SEAC Units into the underlying SEAC Public Shares and SEAC Public Warrants prior to exercising your redemption rights;

submit a written request to Continental Stock Transfer & Trust Company, the Transfer Agent, in which you (i) request the exercise of your redemption rights with respect to all or a portion of your SEAC Public Shares for cash and (ii) identify yourself as the beneficial holder of the SEAC Public Shares and provide your legal name, phone number and address; and

deliver your SEAC Public Shares to the Transfer Agent, physically or electronically through DTC.

Will how I vote affect my ability to exercise redemption rights?

No. You may exercise your redemption rights whether you vote your SEAC Class A Ordinary Shares for or against or abstain from voting on the Business Combination Proposal or any other Shareholder Proposal described in this proxy statement/prospectus. As a result, the Business Combination can be approved by SEAC Public Shareholders who will redeem their shares and no longer remain SEAC Shareholders.

How do I exercise my redemption rights?

In order to exercise your redemption rights, you must (a) if you hold SEAC Units, elect to separate your SEAC Units into the underlying SEAC Public Shares and SEAC Public Warrants prior to exercising your redemption rights with respect to the SEAC Public Shares; and (b) prior to 12:00 p.m., Eastern Time, on May 3, 2024 (two business days prior to scheduled date of the SEAC Shareholders’ Meeting), tender your shares physically or electronically and submit a written request to Continental Stock Transfer & Trust Company, the Transfer Agent, in which you (i) request the exercise of your redemption rights with respect to all or a portion of your SEAC Public Shares for cash, and (ii) identify yourself as the beneficial holder of the SEAC Public Shares and provide your legal name, phone number and address, at the following address:

What are the material U.S. federal income tax consequences to the SEAC Shareholders that are U.S. Holders as a result of the SEAC Merger, the New SEAC Domestication, the SEAC Amalgamation and StudioCo Amalgamation?

As discussed more fully below in the section entitled “Material U.S. Federal Income Tax Considerations for U.S. Holders,” the parties intend that (i) the SEAC Merger and the New SEAC Domestication each qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code (an “F Reorganization”) and (ii) the exchange by U.S. Holders (as defined below in the section entitled “Material U.S. Federal Income Tax Considerations for U.S. Holders”) of their New SEAC Class A Common Shares held immediately prior to the StudioCo Amalgamation for Pubco Common Shares pursuant to the StudioCo Amalgamation qualify as a tax-deferred exchange, either as a “reorganization” within the meaning of Section 368(a)(1)(E) of the Code or an exchange under Section 1036 of the Code, or, alternatively, is a disregarded transaction and not a realization event. Subject to the PFIC rules discussed under the section entitled “Material U.S. Federal Income Tax Considerations for U.S. Holders —VII. Passive Foreign Investment Company Considerations,” if the SEAC Merger, the New SEAC Domestication and the StudioCo Amalgamation so qualify, the SEAC Shareholders that are U.S. Holders generally are not expected to recognize gain or loss for U.S. federal income tax purposes in connection with the SEAC Merger, the New SEAC Domestication or the StudioCo Amalgamation, as applicable. In addition, while not free from doubt, SEAC Shareholders that are U.S. Holders generally are not expected to have any U.S. federal income tax consequences as a result of the SEAC Amalgamation.

What are the U.S. federal income tax consequences of exercising my redemption rights if I am a U.S. Holder?

The U.S. federal income tax consequences of exercising your redemption rights with respect to your SEAC Public Shares depend on your particular facts and circumstances. It is possible that you may be treated as selling your SEAC Public Shares for U.S. federal income tax purposes and, as a result, recognize capital gain or capital loss. It is also possible that the redemption may be treated as a distribution for U.S. federal income tax purposes. Whether a redemption of SEAC Public Shares qualifies for sale treatment will depend

What are the U.S. federal income tax consequences of the SEAC Warrant Agreement Amendment if I am a U.S. Holder?

The exchange of SEAC Public Warrants for cash in connection with the SEAC Warrant Agreement Amendment generally will be treated as a taxable sale of the SEAC Public Warrants by a U.S. Holder for cash for U.S. federal income tax purposes. For a more complete discussion of the U.S. federal income tax considerations of the SEAC Warrant Agreement Amendment for U.S. Holders, including the applicability and effect of the PFIC rules, see “Material U.S. Federal Income Tax Considerations for U.S. Holders.”

If I am a SEAC Warrant Holder, can I exercise redemption rights with respect to my SEAC Warrants?

No. SEAC Warrant Holders have no redemption rights with respect to SEAC Warrants.

Do I have appraisal or dissent rights if I object to the proposed Business Combination?

Pursuant to the Interim Order, no dissent rights are available to SEAC Shareholders under the corporate law of British Columbia in connection with the Business Combination nor are appraisal rights available to holders of SEAC Class A Ordinary Shares and SEAC Class B Ordinary Shares in connection with the Business Combination. Under the Companies Act, minority shareholders have a right to dissent to a merger and if they so dissent, they are entitled to be paid the fair market value of their shares, which if necessary, may ultimately be determined by the court. Therefore, SEAC Shareholders have a right to dissent to the SEAC Merger. In addition, SEAC Shareholders are entitled to exercise the rights of redemption as set out in the subsection entitled “Extraordinary General Meetings of SEAC Shareholders and SEAC Public Warrantholders—Redemption Rights” and the SEAC Board has determined that the redemption proceeds payable to SEAC Shareholders who exercise such redemption rights represents the fair value of those SEAC Ordinary Shares. Please see the subsection entitled “Extraordinary General Meetings of SEAC Shareholders and SEAC Public Warrantholders—Appraisal or Dissent Rights” for more information.

What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

If the Business Combination Proposals are approved, SEAC intends to use a portion of the funds held in the Trust Account to pay for any redemptions of SEAC Public Shares. The remaining balance in the Trust Account following the payment of the foregoing will be used to pay (i) the purchase price of the SEAC

What happens if the Business Combination is not consummated or is terminated?

There are certain circumstances under which the Business Combination Agreement may be terminated. See the subsection entitled “The Business Combination Agreement and Related Agreements—Termination” for additional information regarding the parties’ specific termination rights. In accordance with the SEAC Articles, if an Initial Business Combination is not consummated by the Deadline Date, SEAC will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the SEAC Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to SEAC (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish SEAC Public Shareholders’ rights as SEAC Shareholders (including the right to receive further liquidation distributions, if any), and (c) as promptly as reasonably possible following such redemption, subject to the approval of SEAC’s remaining SEAC Shareholders and the SEAC Board, liquidate and dissolve, subject in each case to SEAC’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law.

When is the Business Combination expected to be consummated?

It is currently anticipated that the Business Combination will be consummated promptly following the SEAC Meetings to be held on May 7, 2024 provided that all the requisite approvals by SEAC Shareholders and SEAC Public Warrantholders are obtained and other conditions to the consummation of the Business Combination have been satisfied or waived. For a description of the conditions to the completion of the Business Combination, see the subsection entitled “The Business Combination—Conditions to Closing of the Business Combination”.

What is StudioCo?

StudioCo is LG Orion Holdings ULC, a British Columbia unlimited liability company. StudioCo exists for the purpose of holding Lions Gate Parent’s Studio Business and amalgamating with New SEAC in connection with the transactions described in this proxy statement/prospectus. Prior to the contribution of the Studio Business to StudioCo by Lions Gate Parent, which will occur prior to the StudioCo Amalgamation, StudioCo will have no operations other than those incidental to the transactions contemplated in the Business Combination Agreement and the potential completion of one or more financing transactions as further described in this proxy statement/prospectus. Please see the section entitled “Business of LG Studios and Certain Information About StudioCo” for more information.

What will SEAC Public Warrantholders receive in the Business Combination?

Assuming the Warrant Agreement Amendment Proposal is approved by the SEAC Public Warrantholders, immediately following the Unit Separation and prior to the SEAC Merger, each of the then issued and outstanding whole SEAC Public Warrants will be automatically exchanged for $0.50 per whole SEAC Public Warrant in accordance with the terms of the SEAC Warrant Agreement Amendment, substantially in the form attached as Annex F hereto. Any fractional SEAC Public Warrants will be cancelled for no consideration. In accordance with the terms of the Warrantholder Support Agreements, the SEAC Warrant Support Investors agreed to vote in favor of the SEAC Warrant Agreement Amendment at the SEAC Public Warrantholders’ Meeting. Approval of the SEAC Warrant Agreement Amendment requires the vote of the registered holders of fifty percent (50%) of the number of the then outstanding SEAC Public Warrants. Pursuant to the terms of the Sponsor Support Agreement, no later than the Warrant Re-Purchase Cut-Off Date, SEAC Sponsor agreed to purchase, or cause its affiliates to purchase in the open market, in the aggregate, no less than 5.81% of the outstanding SEAC Public Warrants. If the SEAC Sponsor fails to complete the Purchase Obligation, then SEAC Sponsor shall irrevocably surrender and forfeit, and SEAC shall cause any applicable SEAC Entity (as defined herein) to extinguish and cancel an amount of Pubco Common Shares delivered to SEAC Sponsor at the Closing equivalent in value to the SEAC Public Warrant Cutback Amount. In addition, pursuant to the terms of the Sponsor Support Agreement, SEAC Sponsor agreed to forfeit all of the outstanding SEAC Private Placement Warrants immediately prior to the SEAC Merger Effective Time. As a result, no SEAC Warrants will be issued or outstanding as of the Closing.

What will SEAC Unitholders receive in the Business Combination?

To the extent any SEAC Units remain outstanding and unseparated, immediately prior to the SEAC Merger Effective Time, the SEAC Class A Ordinary Shares and SEAC Warrants comprising each such issued and outstanding SEAC Unit immediately prior to the SEAC Merger Effective Time will be automatically separated, and the holder of each SEAC Unit will be deemed to hold one SEAC Class A Ordinary Share and one-third (1/3) of one SEAC Public Warrant. The SEAC Class A Ordinary Shares and SEAC Public Warrants held following the Unit Separation will be converted or redeemed for cash as described above in accordance with the Business Combination Agreement.

What will SEAC Public Shareholders receive in the Business Combination?

SEAC Public Shareholders who do not redeem their SEAC Class A Ordinary Shares will ultimately (as a result of the SEAC Merger and the Amalgamations) receive one (1) Pubco Common Share for each SEAC Class A Ordinary Share held by them immediately prior to the SEAC Merger.

What do I need to do now?

You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the section entitled “Risk Factors” and the annexes attached to this proxy statement/prospectus, and to consider how the Business Combination will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

How do I vote?

If you are a shareholder and/or warrantholder of record, there are two ways to vote your SEAC Class A Ordinary Shares, SEAC Class B Ordinary Shares, and/or SEAC Public Warrants at the SEAC Shareholders’

What will happen if I abstain from voting or fail to vote at the SEAC Meetings?

At the SEAC Meetings, a properly executed proxy marked “ABSTAIN” with respect to a particular Shareholder Proposal will count as present for purposes of determining whether a quorum is present.

What will happen if I sign and submit my proxy card without indicating how I wish to vote?

Signed and dated proxies received by SEAC without an indication of how the SEAC Shareholder and/or SEAC Public Warrantholder intends to vote on a Proposal will be voted “FOR” each Proposal being submitted to a vote of the SEAC Shareholders and/or SEAC Public Warrantholders at the SEAC Meetings.

If I am not going to attend the SEAC Meetings, should I submit my proxy card instead?

Yes. Whether you plan to attend the SEAC Meetings or not, please read this proxy statement/prospectus carefully, and vote your SEAC Ordinary Shares and/or SEAC Public Warrants by completing, signing, dating, and returning the enclosed proxy card in the postage-paid envelope provided.

If my SEAC Ordinary Shares and/or SEAC Public Warrants are held in “street name,” will my broker, bank or nominee automatically vote my shares/warrants for me?

No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your SEAC Ordinary Shares or SEAC Public Warrants with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. SEAC believes the Proposals presented to SEAC Shareholders and SEAC Public Warrantholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your SEAC Ordinary Shares or SEAC Public Warrants without your instruction. Your bank, broker, or other nominee can vote your SEAC Ordinary Shares and/or SEAC Public Warrants only if you provide instructions on how to vote. You should instruct your broker to vote your SEAC Ordinary Shares and/or SEAC Public Warrants in accordance with directions you provide.

May I change my vote after I have submitted my executed proxy card?

Yes. You may change your vote by sending a later-dated, signed proxy card to SEAC at the address listed below so that it is received by SEAC prior to the SEAC Meetings or by attending the applicable SEAC Meeting in person or online and voting there. You also may revoke your proxy by sending a notice of revocation to SEAC, which must be received prior to the SEAC Meetings.

What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction forms. For example, if you hold your SEAC Securities in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold SEAC Securities. If you are a holder of record and your SEAC Securities are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date, and return each proxy card and voting instruction form that you receive in order to cast your vote with respect to all of your SEAC Securities.

Who can help answer my questions?

If you have questions about the Proposals or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

Who will solicit and pay the cost of soliciting proxies?

SEAC is soliciting proxies on behalf of the SEAC Board. This solicitation is being made by mail but also may be made by telephone, in person or by electronic means. SEAC will bear the cost of the solicitation. SEAC has engaged Morrow Sodali LLC to assist in the solicitation of proxies at the SEAC Meetings and will pay Morrow Sodali LLC an aggregate fee of $40,000 in connection with the SEAC Meetings, consisting of a fee of $32,500 in connection with its role as proxy solicitor for the SEAC Shareholders’ Meeting and a fee of $7,500 in connection with its role as proxy solicitor for the SEAC Public Warrantholders’ Meeting, in each case, plus disbursements. SEAC will reimburse Morrow Sodali LLC for