8-K filed May 14, 2024, 7:59 PM ET CIK 0002006191

M&A confidence high sentiment neutral materiality 0.85

Lionsgate Studios completes business combination with SEAC; begins trading as LION

Lionsgate Studios Corp.

288,681,224 common shares outstanding post-close; LION starts trading on Nasdaq May 14.
SEAC shareholders redeemed ~$109.3M (~$10.774/share); remaining trust ~$75.7M used for deal costs and intercompany debt.
Intercompany note: up to $1.1B revolver; assumed ~$399M term A and ~$819M term B loans from Lions Gate Parent.
Intercompany revolver with Lions Gate subsidiary: up to $150M at SOFR + 1.75%.
Board designees include MHR (Rachesky, Fine, Harkey), Liberty Global (Fries), and Discovery (Dogra).

item 1.01 item 2.01 item 3.02 item 9.01 item 4.01 item 3.03 item 5.01 item 5.02 item 5.03 item 5.06 item 7.01

Machine-readable event card

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form_type: 8-K
ticker: null
cik: 0002006191
company_name: Lionsgate Studios Corp.
filed_at: 2024-05-14T23:59:59+00:00
discovered_at: 2026-05-14T18:03:21.399093+00:00
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JSON Markdown Plain text

Source-grounded claims

5afc784acc4c60872e8ef7b42ee97bb59d3a9811

Lionsgate Studios Corp.: LG Studios ceased to be a shell company upon consummation of the business combination (effective 2024-05-13).

On May 13, 2024, as a result of the consummation of the Business Combination, which fulfilled the “business combination” requirement of SEAC’s amended and restated memorandum and articles of association, LG Studios, as a successor to SEAC, ceased to be a shell company.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

75520e1f88e56c2a251e353a53735749f2e923f6

Lionsgate Studios Corp.: New SEAC changed its fiscal year end from December 31 to March 31.

In connection with the Closing of the Business Combination, New SEAC changed its fiscal year end from December 31 to March 31, the fiscal year end of StudioCo prior to the Business Combination.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

b4bab4ffd497b030ec07c780b2a709c063bfbc53

Lionsgate Studios Corp. completed an acquisition involving Screaming Eagle Acquisition Corp. for issuance of 288,681,224 common shares of LG Studios; approximately $75.7 million remaining in trust account plus PIPE proceeds used for expenses and debt repaym (closed 2024-05-13).

cannot guarantee the amount of dividends paid in the future, if any. -11- As of the Closing Date and following the completion of the Business Combination, there are approximately 288,681,244 shares of Pubco Common Shares issued and outstanding held of record by 93 holders. Additional information in the disclosure in the Prospectus in the section entitled “ Market

SEC 8-K Item 2.01/5.01 confidence 0.98 SEC evidence

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On May 13, 2024, as a result of the consummation of the Business Combination, which fulfilled the “business combination” requirement of SEAC’s amended and restated memorandum and articles of association, LG Studios, as a successor to SEAC, ceased to be a shell company.

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On May 13, 2024, as a result of the consummation of the Business Combination, which fulfilled the “business combination” requirement of SEAC’s amended and restated memorandum and articles of association, LG Studios, as a successor to SEAC, ceased to be a shell company.

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On June 1, 2026, the Company filed the Certificate of Designations with the Delaware Secretary of State to establish the preferences, limitations and relative rights of its 6.50% Series A Mandatory Convertible Preferred Stock (the “ Series A Mandatory Convertible Preferred Stock ”), which became effective upon filing.

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On May 13, 2024, as a result of the consummation of the Business Combination, which fulfilled the “business combination” requirement of SEAC’s amended and restated memorandum and articles of association, LG Studios, as a successor to SEAC, ceased to be a shell company.

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same fact type: governance_change, ma_transaction same SEC item: 2.01, 3.02, 3.03, 4.01, 5.01, 5.02, 5.03, 5.06, 9.01 same event type: m_and_a similar materiality

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On May 13, 2024, as a result of the consummation of the Business Combination, which fulfilled the “business combination” requirement of SEAC’s amended and restated memorandum and articles of association, LG Studios, as a successor to SEAC, ceased to be a shell company.

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As a result of the Business Combination, the Company ceased being a shell company.

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same fact type: governance_change, ma_transaction same SEC item: 2.01, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01 same event type: m_and_a similar materiality

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On May 13, 2024, as a result of the consummation of the Business Combination, which fulfilled the “business combination” requirement of SEAC’s amended and restated memorandum and articles of association, LG Studios, as a successor to SEAC, ceased to be a shell company.

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the Articles of Incorporation and Bylaws of American Woodmark were each amended and restated in their entirety to be the same as the Articles of Incorporation and Bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that references to Merger Sub’s name were replaced with references to American Woodmark’s name.

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same fact type: governance_change, ma_transaction same SEC item: 1.01, 2.01, 3.02, 5.03, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

On May 13, 2024, as a result of the consummation of the Business Combination, which fulfilled the “business combination” requirement of SEAC’s amended and restated memorandum and articles of association, LG Studios, as a successor to SEAC, ceased to be a shell company.

Comparable filing

On May 26, 2026, in connection with the closing of the Acquisition, the Company filed a Certificate of Designation of Series D Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware, establishing the rights, preferences, privileges and restrictions of the Series D Preferred Stock.

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On May 13, 2024, as a result of the consummation of the Business Combination, which fulfilled the “business combination” requirement of SEAC’s amended and restated memorandum and articles of association, LG Studios, as a successor to SEAC, ceased to be a shell company.

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Pursuant to the Merger Agreement, following the consummation of the Merger, the Company ceased to exist and Merger Sub I continued as the Surviving Entity. As of the Effective Time, (i) the certificate of formation of Merger Sub I in effect immediately prior to the consummation of the Merger became the certificate of formation of the Surviving Entity, and (ii) the limited liability company agreement of Merger Sub I in effect immediately prior to the consummation of the Merger became the limited liability company agreement of the Surviving Entity.

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same fact type: ma_transaction same SEC item: 1.01, 2.01, 3.02, 3.03, 5.02, 5.03, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

cannot guarantee the amount of dividends paid in the future, if any. -11- As of the Closing Date and following the completion of the Business Combination, there are approximately 288,681,244 shares of Pubco Common Shares issued and outstanding held of record by 93 holders. Additional information in the disclosure in the Prospectus in the section entitled “ Market

Comparable filing

of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).

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Source: SEC EDGAR

accession 0001193125-24-137722

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