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SCREAMING EAGLE ACQUISITION CORP.

(SCRM)
Delayed Nasdaq  -  04:00:00 2023-02-03 pm EST
10.05 USD    0.00%
2022SCREAMING EAGLE ACQUISITION CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-Q)
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SCREAMING EAGLE ACQUISITION CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-Q)

08/15/2022 | 09:07am EST

References in this report (the "Quarterly Report") to "we," "us" or the "Company" refer to Screaming Eagle Acquisition Corp. References to our "management" or our "management team" refer to our officers and directors, and references to the "Sponsor" refer to Eagle Equity Partners V, LLC. The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" regarding the Company's financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as "expect," "believe," "anticipate," "intend," "estimate," "seek" and variations and similar words and expressions are intended to identify such forward- looking statements. Such forward-looking statements relate to future events or future performance, but reflect management's current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward- looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company's final prospectus for the IPO filed with the SEC. The Company's securities filings can be accessed on the EDGAR section of the SEC's website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated on November 3, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Our efforts to identify a prospective initial business combination target will not be limited to a particular industry, sector or geographic region. While we may pursue an initial business combination opportunity in any industry or sector, we intend to capitalize on the ability of our management team to identify and combine with a business or businesses that can benefit from our management team's established global relationships and operating experience.

We intend to effectuate our initial business combination using cash from the proceeds of the Initial Public Offering and the private placement of the private placement warrants, the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of the Initial Public Offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing.

The issuance of additional shares in connection with a business combination to the owners of the target or other investors:

• may significantly dilute the equity interest of investors in the Initial

    Public Offering, which dilution would increase if the anti-dilution
    provisions in the founder shares resulted in the issuance of Class A ordinary
    shares on a greater than
    one-to-one
    basis upon conversion of the founder shares;


• may subordinate the rights of holders of Class A ordinary shares if preferred

    shares are issued with rights senior to those afforded our Class A ordinary
    shares;


• could cause a change in control if a substantial number of our Class A

    ordinary shares are issued, which may affect, among other things, our ability
    to use our net operating loss carry forwards, if any, and could result in the
    resignation or removal of our present officers and directors;



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• may have the effect of delaying or preventing a change of control of us by

    diluting the share ownership or voting rights of a person seeking to obtain
    control of us; and


• may adversely affect prevailing market prices for our Class A ordinary shares

and/or warrants.

Similarly, if we issue debt securities or otherwise incur significant debt to bank or other lenders or the owners of a target, it could result in:

• default and foreclosure on our assets if our operating revenues after an

initial business combination are insufficient to repay our debt obligations;

• acceleration of our obligations to repay the indebtedness even if we make all

    principal and interest payments when due if we breach certain covenants that
    require the maintenance of certain financial ratios or reserves without a
    waiver or renegotiation of that covenant;


• our immediate payment of all principal and accrued interest, if any, if the

debt security is payable on demand;

• our inability to obtain necessary additional financing if the debt security

    contains covenants restricting our ability to obtain such financing while the
    debt security is outstanding;


• our inability to pay dividends on our Class A ordinary shares;

• using a substantial portion of our cash flow to pay principal and interest on

    our debt, which will reduce the funds available for dividends on our Class A
    ordinary shares if declared, expenses, capital expenditures, acquisitions and
    other general corporate purposes;


• limitations on our flexibility in planning for and reacting to changes in our

business and in the industry in which we operate;

• increased vulnerability to adverse changes in general economic, industry and

competitive conditions and adverse changes in government regulation; and

• limitations on our ability to borrow additional amounts for expenses, capital

    expenditures, acquisitions, debt service requirements, execution of our
    strategy and other purposes and other disadvantages compared to our
    competitors who have less debt.

As indicated in the accompanying financial statements, at June 30, 2022, we had an unrestricted cash balance of $651,064 as well as cash and investments held in the Trust Account of $750,305,023. Further, we expect to incur significant costs in the pursuit of our initial business combination. We cannot assure you that our plans to complete our initial business combination will be successful.


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Results of Operations


We have neither engaged in any operations nor generated any revenues to date.
Our only activities since inception have been organizational activities and
those necessary to prepare for the Initial Public Offering. We will not generate
any operating revenues until after completion of our initial business
combination. We have generated
non-operating
income in the form of interest income on cash and cash equivalents after the
Initial Public Offering. There has been no significant change in our financial
or trading position and no material adverse change has occurred since the date
of our audited financial statements. We expect to incur increased expenses as a
result of being a public company (for legal, financial reporting, accounting and
auditing compliance), as well as for due diligence expenses.

For the three months ended June 30, 2022, we had a net income of $2,052,245, a
loss from operations of $345,832, comprised of general and administrative
expenses, and
non-operating
income of $2,398,077, comprised of a change in fair value of warrant liability
of $2,229,333, and interest earned in the Trust Account of $168,744. For the six
months ended June 30, 2022, we had a net income of $11,928,990, a loss from
operations of $793,184, comprised of general and administrative expenses, and
non-operating
income of $12,722,174, comprised of a change in fair value of warrant liability
of $12,437,333 and interest earned in the Trust Account of $305,023 offset by
warrant issuance costs of $20,182.

Through June 30, 2022 our efforts have been limited to organizational activities, activities relating to the Public Offering, activities relating to identifying and evaluating prospective acquisition candidates and activities relating to general corporate matters. We have not generated any revenue, other than interest income earned on the proceeds held in the Trust Account. As of June 30, 2022, $750,305,023 was held in the Trust Account (including $26,250,000 of deferred underwriting discounts and commissions and approximately $17,600,000 from the private placement) and we had cash outside of the Trust Account of $651,064 and $626,912 in accounts payable and accrued expenses.

Liquidity and Capital Resources

As of June 30, 2022, we had an unrestricted cash balance of $651,064 as well as cash and investments held in the Trust Account of $750,305,023. Our liquidity needs had been satisfied prior to the completion of the Initial Public Offering through receipt of a $25,000 capital contribution from our Sponsor in exchange for the issuance of the founder shares a $300,000 loan from our Sponsor, which was paid in full on January 11, 2022.

On January 10, 2022, the Company consummated the Initial Public Offering of 75,000,000 units at $10.00 per unit and a private sale of 11,733,333 private placement warrants at a purchase price of $1.50 per warrant. A total of $750,000,000 comprised of $735,000,000 of the proceeds from the Initial Public Offering (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 the trust account. The proceeds are invested only in U.S. government treasury obligations with a maturity of 185 days of less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.

We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (excluding deferred underwriting commissions) to complete our initial business combination. We may withdraw interest to pay our taxes, if any. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the trust account. We expect the interest earned on the amount in the trust account will be sufficient to pay our income taxes. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

We will use the funds held outside the trust account to primarily identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.


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We do not believe we will need to raise additional funds in order to meet the
expenditures required for operating our business prior to our initial business
combination. However, if our estimates of the costs of identifying a target
business, undertaking
in-depth
due diligence and negotiating an initial business combination are less than the
actual amount necessary to do so, we may have insufficient funds available to
operate our business prior to our initial business combination. In order to fund
working capital deficiencies or finance transaction costs in connection with an
intended initial business combination, our Sponsor or an affiliate of our
Sponsor or certain of our officers and directors may, but are not obligated to,
loan us funds as may be required. If we complete our initial business
combination, we would repay such loaned amounts. In the event that our initial
business combination does not close, we may use a portion of the working capital
held outside the trust account to repay such loaned amounts but no proceeds from
our trust account would be used for such repayment. Such loans may be
convertible into private placement warrants of the post business combination
entity at a price of $1.50 per warrant at the option of the lender. Such
warrants would be identical to the private placement warrants. The terms of such
loans, if any, have not been determined and no written agreements exist with
respect to such loans. Prior to the completion of our initial business
combination, we do not expect to seek loans from parties other than our Sponsor
or an affiliate of our Sponsor as we do not believe third parties will be
willing to loan such funds and provide a waiver against any and all rights to
seek access to funds in our trust account.

We expect our primary liquidity requirements during that period to include approximately $416,000 for legal, accounting, due diligence, travel and other expenses associated with structuring, negotiating and documenting successful business combinations, $360,000 for administrative and support services, and approximately $224,000 for Nasdaq and other regulatory fees and approximately $850,000 for director and officer liability insurance premiums. We will also reimburse an affiliate of our Sponsor for office space and administrative services provided to members of our management team in an amount not to exceed $15,000 per month in the event such space and/or services are utilized and we do not pay a third party directly for such services.


These amounts are estimates and may differ materially from our actual expenses.
In addition, we could use a portion of the funds not being placed in trust to
pay commitment fees for financing, fees to consultants to assist us with our
search for a target business or as a down payment or to fund a
"no-shop"
provision (a provision designed to keep target businesses from "shopping" around
for transactions with other companies or investors on terms more favorable to
such target businesses) with respect to a particular proposed business
combination, although we do not have any current intention to do so. If we
entered into an agreement where we paid for the right to receive exclusivity
from a target business, the amount that would be used as a down payment or to
fund a
"no-shop"
provision would be determined based on the terms of the specific business
combination and the amount of our available funds at the time. Our forfeiture of
such funds (whether as a result of our breach or otherwise) could result in our
not having sufficient funds to continue searching for, or conducting due
diligence with respect to, prospective target businesses.

Moreover, we may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of the Initial Public Offering and the sale of the private placement units, and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemptions by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. We may also obtain financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs in connection with our search for and completion of our initial business combination. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of the Initial Public Offering. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Commitments and Contractual Obligations; Quarterly Results

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities. No unaudited quarterly operating data is included in this Quarterly Report as we have not conducted any operations to date.


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Administrative Services and Indemnification Fee

On January 5, 2022, the Company entered into an Administrative Services and Indemnification Agreement. We agreed to pay an affiliate of our Sponsor $15,000 per month for office space, utilities, secretarial and administrative support services and to provide indemnification to the Sponsor from any claims arising out of or relating to the Initial Public Offering or the Company's operations or conduct of the Company's business (including its initial business combination) or any claim against the Sponsor alleging any expressed or implied management or endorsement by the Sponsor of any of the Company's activities or any express or implied association between the Sponsor and the Company or any of its affiliates. Upon completion of a business combination or the Company's liquidation, we will cease paying these monthly fees. For the three and six months ended June 30, 2022, the Company incurred $45,000 and $90,000, respectively, in administrative services expenses under the arrangement. As of June 30, 2022, $90,000 is included in accounts payable and accrued expenses in the accompanying condensed balance sheets.

Underwriting Agreement

On January 5, 2022, the Company entered into an Underwriting Agreement. The underwriters were paid a cash underwriting discount of two percent (2.0%) of the gross proceeds of the Initial Public Offering, or $15,000,000. Additionally, the underwriters will be entitled to a deferred underwriting commission of 3.5% or $26,250,000 of the gross proceeds of the Initial Public Offering held in the Trust Account upon the completion of the Company's initial business combination subject to the terms of the underwriting agreement. The deferred underwriting commissions will become payable to the underwriters from the amounts held in the trust account solely in the event that the Company completes an initial business combination, subject to the terms of the underwriting agreement.

Registration Rights Agreement

The holders of the founder shares, private placement warrants, warrants that may be issued upon conversion of working capital loans (and any Class A ordinary shares issuable upon the exercise of the private placement warrants and warrants that may be issued upon conversion of working capital loans and upon conversion of the founder shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering, requiring us to register such securities and any of our other securities they hold or acquire prior to the consummation of our initial business combination for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and expenses during the period reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Class A Ordinary Shares Subject to Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 "Distinguishing Liabilities from Equity." Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders' equity. The Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company's control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders' equity section of our balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of Class A ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit.


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The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of Class A ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit.

Recent Accounting Standards

Financial Instruments - Credit Losses


In June 2016, the FASB issued ASU No. 2016-13,
Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses
on Financial Instruments
, which requires an entity to utilize a new impairment model known as the
current expected credit loss ("CECL") model to estimate its lifetime "expected
credit loss" and record an allowance that, when deducted from the amortized cost
basis of the financial asset, presents the net amount expected to be collected
on the financial asset. The CECL model is expected to result in more timely
recognition of credit losses. This guidance also requires new disclosures for
financial assets measured at amortized cost, loans, and available-for-sale debt
securities. This standard is effective for annual reporting periods beginning
after December 15, 2022, and interim periods within those years, and early
adoption is permitted. The Company is currently evaluating the impact this
standard will have on its financial statements.

© Edgar Online, source Glimpses

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