Item 1.01. Entry into a Material Definitive Agreement.
On January 10, 2022, Screaming Eagle Acquisition Corp. (the "Company")
consummated its initial public offering ("IPO") of 75,000,000 units (the
"Units"). Each Unit consists of one Class A ordinary share of the Company, par
value $0.0001 per share (the "Class A Ordinary Shares"), and one-third of one
redeemable warrant of the Company (each whole warrant, a "Warrant"), with each
Warrant entitling the holder thereof to purchase one Class A Ordinary Share for
$11.50 per share, subject to adjustment. The Units were sold at a price of
$10.00 per Unit, generating gross proceeds to the Company of $750,000,000.
In connection with the IPO, the Company entered into the following agreements,
forms of which were previously filed as exhibits to the Company's Registration
Statement on Form S-1 (File No. 333-261671) for the IPO, initially filed with
the U.S. Securities and Exchange Commission (the "Commission") on December 15,
2021, as amended (the "Registration Statement"):
• An Underwriting Agreement, dated January 5, 2022, by and between the
Company and Goldman Sachs & Co. LLC and Citigroup Global Markets Inc., as
representatives of the underwriters, a copy of which is attached as
Exhibit 1.1 hereto and incorporated herein by reference.
• A Warrant Agreement, dated January 5, 2022, by and between the Company
and Continental Stock Transfer & Trust Company, as warrant agent, a copy
of which is attached as Exhibit 4.1 hereto and incorporated herein by
reference.
• A Letter Agreement, dated January 5, 2022 (the "Letter Agreement"), by
and among the Company, its executive officers, its directors and the
Company's sponsor, Eagle Equity Partners V, LLC (the "Sponsor"), a copy
of which is attached as Exhibit 10.1 hereto and incorporated herein by
reference.
• An Investment Management Trust Agreement, dated January 5, 2022, by and
between the Company and Continental Stock Transfer & Trust Company, as
trustee, a copy of which is attached as Exhibit 10.2 hereto and
incorporated herein by reference.
• A Registration Rights Agreement, dated January 5, 2022, by and among the
Company, the Sponsor and the Holders signatory thereto, a copy of which
is attached as Exhibit 10.3 hereto and incorporated herein by reference.
• A Private Placement Warrants Purchase Agreement, dated January 5, 2022,
by and between the Company and the Sponsor (the "Private Placement
Warrants Purchase Agreement"), a copy of which is attached as Exhibit
10.4 hereto and incorporated herein by reference.
• An Administrative Services and Indemnification Agreement, dated
January 5, 2022, by and among the Company, the Sponsor and an affiliate
of the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and
incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO, pursuant to the Private Placement
Warrants Purchase Agreement, the Company completed the private sale of
11,733,333 warrants (the "Private Placement Warrants") to the Sponsor at a
purchase price of $1.50 per Private Placement Warrant, generating gross proceeds
to the Company of $17,600,000. The Private Placement Warrants are identical to
the Warrants included as part of the Units sold in the IPO, except that the
Private Placement Warrants, so long as they are held by the Sponsor or its
permitted transferees, (i) will not be redeemable by the Company, (ii) may not
(including the Class A ordinary shares issuable upon exercise of these
warrants), subject to certain limited exceptions, be transferred, assigned or
sold by the holders until 30 days after the completion of the Company's initial
business combination, (iii) may be exercised by the holders on a cashless basis,
(iv) will use a different Black-Scholes Warrant Model for purposes of
calculating the Black-Scholes Warrant Value (as defined in the Warrant
Agreement) and (v) will be entitled to registration rights. No underwriting
discounts or commissions were paid with respect to such sale. The issuance of
the Private Placement Warrants was made pursuant to the exemption from
registration contained in Section 4(a)(2) of the Securities Act of 1933, as
amended.
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 5, 2022, in connection with the IPO, Amy Gerhskoff Bolles, Paul
Buccieri, Joshua Kazam and Isaac Lee were appointed to the board of directors of
the Company (the "Board"). Dr. Bolles and Messrs. Buccieri, Kazam and Lee are
independent directors. Effective January 5, 2022, Dr. Bolles and Messrs. Kazam
and Buccieri were appointed to the Board's Audit Committee and Messers.
Buccieri, Kazam and Lee were appointed to the Compensation Committee, with
Mr. Kazam serving as chair of the Audit Committee and Mr. Lee serving as chair
of the Compensation Committee.
Following the appointment of Dr. Bolles and Messrs. Buccieri, Kazam and Lee, the
Board is comprised of the following three classes: the term of office of the
first class of directors, Class I, consists of Dr. Bolles, Mr. Buccieri and will
expire at the Company's first annual meeting of shareholders; the term of office
of the second class of directors, Class II, consists of Messrs. Kazam and Lee
and will expire at the Company's second annual meeting of shareholders; and the
term of office of the third class of directors, Class III, consists of Harry E.
Sloan, Eli Baker and Jeff Sagansky and will expire at the Company's third annual
meeting of shareholders.
On January 5, 2022, in connection with their appointments to the Board, each of
the members of the Board entered into the Letter Agreement as well as an
indemnity agreement with the Company in the form previously filed as Exhibit
10.5 to the Registration Statement.
Other than the foregoing, none of the directors are party to any arrangement or
understanding with any person pursuant to which they were appointed as
directors, nor are they party to any transactions required to be disclosed under
Item 404(a) of Regulation S-K involving the Company.
The foregoing descriptions of the Letter Agreement and the form of indemnity
agreement do not purport to be complete and are qualified in their entireties by
reference to the Letter Agreement and form of indemnity agreement, copies of
which are attached as Exhibit 10.1 hereto and Exhibit 10.5 to the Registration
Statement, respectively, and are incorporated herein by reference.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in
Fiscal Year.
On January 5, 2022, in connection with the IPO, the Company adopted its Amended
and Restated Memorandum and Articles of Association (the "Amended Charter"),
effective the same day. The terms of the Amended Charter are set forth in the
Registration Statement and are incorporated herein by reference. A copy of the
Amended Charter is attached as Exhibit 3.1 hereto and incorporated herein by
reference.
Item 8.01. Other Events.
A total of $750,000,000, comprised of $735,000,000 of the proceeds from the IPO
(which amount includes $26,250,000 of the underwriters' deferred discount) and
$15,000,000 of the proceeds of the sale of the Private Placement Warrants, was
placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. maintained
by Continental Stock Transfer & Trust Company, acting as trustee. Except with
respect to interest earned on the funds held in the trust account that may be
released to the Company to pay its taxes and up to $100,000 of interest to pay
dissolution expenses, the funds held in the trust account will not be released
from the trust account until the earliest of (i) the completion of the Company's
initial business combination, (ii) the redemption of any of the Class A Ordinary
Shares included in the Units sold in the IPO (the "public shares") properly
submitted in connection with a shareholder vote to amend the Company's Amended
Charter (A) to modify the substance or timing of the Company's obligation to
redeem 100% of the public shares if it does not complete its initial business
combination within 24 months from the closing of the IPO or within 27 months
from the closing of the IPO if the Company has executed a definitive agreement
for its initial business combination within 24 months from the closing of the
IPO or (B) with respect to any other material provisions relating to
shareholders' rights or pre-initial business combination activity or (iii) the
redemption of the Company's public shares if it is unable to complete its
initial business combination within 24 months from the closing of the IPO or
within 27 months from the closing of the IPO if the Company has executed a
definitive agreement for its initial business combination within 24 months from
the closing of the IPO, subject to applicable law.
On January 5, 2022, the Company issued a press release announcing the pricing of
the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on
Form 8-K.
On January 10, 2022, the Company issued a press release announcing the closing
of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report
on Form 8-K.
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