Statement of Ownership (sc 13g)
February 09 2023 - 5:05PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
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SCHEDULE 13G |
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Under the Securities Exchange Act of 1934 |
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(Amendment No. )* |
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Screaming Eagle
Acquisition Corp. |
(Name of Issuer) |
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Class A Ordinary
Shares, $0.0001 par value |
(Title of Class of Securities) |
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G79407105 |
(CUSIP Number) |
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December 31, 2022 |
(Date of Event Which Requires Filing of this Statement) |
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Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: |
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x |
Rule 13d-1(b) |
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Rule 13d-1(c) |
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Rule 13d-1(d) |
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(Page 1 of 8 Pages) |
______________________________
* The remainder of this cover page shall be
filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of
this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the
"Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
CUSIP No. G79407105 | 13G | Page 2 of 8 Pages |
1 |
NAMES OF REPORTING PERSONS
Owl Creek Asset Management, L.P. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
5 |
SOLE VOTING POWER
- 0 - |
6 |
SHARED VOTING POWER
5,000,000 |
7 |
SOLE DISPOSITIVE POWER
- 0 - |
8 |
SHARED DISPOSITIVE POWER
5,000,000 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000,000 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.7% |
12 |
TYPE OF REPORTING PERSON
PN |
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CUSIP No. G79407105 | 13G | Page 3 of 8 Pages |
1 |
NAMES OF REPORTING PERSONS
Jeffrey A. Altman |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
5 |
SOLE VOTING POWER
- 0 - |
6 |
SHARED VOTING POWER
5,000,000 |
7 |
SOLE DISPOSITIVE POWER
- 0 - |
8 |
SHARED DISPOSITIVE POWER
5,000,000 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000,000 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.7% |
12 |
TYPE OF REPORTING PERSON
IN |
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CUSIP No. G79407105 | 13G | Page 4 of 8 Pages |
Item 1(a). |
NAME OF ISSUER: |
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The name of the issuer is Screaming Eagle Acquisition Corp. (the "Issuer"). |
Item 1(b). |
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: |
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The Issuer's principal executive offices are located at 955 Fifth Avenue, New York, NY 10075. |
Item 2(a). |
NAME OF PERSON FILING: |
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(i) Owl Creek Asset Management, L.P., a Delaware
limited partnership and the investment manager of certain funds and a sub-advisor to a certain sub-account (the "Owl Creek Funds
and Account"), with respect to the Class A Ordinary Shares owned by the Owl Creek Funds and Account; and
(ii) Jeffrey A. Altman ("Mr. Altman"),
as managing member of the general partner of Owl Creek Asset Management, L.P., with respect to the Class A Ordinary Shares owned by the
Owl Creek Funds and Account.
The foregoing persons are hereinafter sometimes collectively
referred to as the "Reporting Persons."
The filing of this statement should not be construed
as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial
owner of the Class A Ordinary Shares reported herein. |
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Item 2(b). |
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: |
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The address of the principal business office of each of the Reporting Persons is 640 Fifth Avenue, 20th Floor, New York, NY 10019. |
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Owl Creek Asset Management, L.P. is a limited partnership organized under the laws of the State of Delaware. Mr. Altman is a United States citizen. |
Item 2(d). |
TITLE OF CLASS OF SECURITIES: |
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Class A ordinary shares, $0.0001 par value (the "Class A Ordinary Shares"). |
Item 2(e). |
CUSIP NUMBER: |
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G79407105 |
CUSIP No. G79407105 | 13G | Page 5 of 8 Pages |
Item 3. |
IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
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(a) |
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); |
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(b) |
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
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(c) |
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
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(d) |
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
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(e) |
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Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
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(f) |
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Employee benefit plan or endowment fund in accordance
with
Rule 13d-1(b)(1)(ii)(F);
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(g) |
x |
Parent holding company or control person in accordance
with
Rule 13d-1(b)(1)(ii)(G); |
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(h) |
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Savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i) |
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Church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
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(j) |
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Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); |
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(k) |
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
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If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J),
please
specify the type of institution: __________________________________________ |
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The percentages set forth herein are calculated based
upon 75,000,000 Class A Ordinary Shares outstanding as of November 10, 2022, as reported in the Issuer's
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022 filed with the Securities and Exchange Commission on November
10, 2022.
The information required by Items 4(a) - (c) is set
forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person. |
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Item 5. |
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: |
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Not applicable. |
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CUSIP No. G79407105 | 13G | Page 6 of 8 Pages |
Item 6. |
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
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See Item 2. The Owl Creek Funds and Account have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Ordinary Shares reported herein. |
Item 7. |
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. |
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Not applicable. |
Item 8. |
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
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Not applicable. |
Item 9. |
NOTICE OF DISSOLUTION OF GROUP. |
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Not applicable. |
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Each of the Reporting Persons hereby makes the following certification: |
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By signing below, each Reporting Person certifies that, to the best of
his or its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were
not acquired for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
CUSIP No. G79407105 | 13G | Page 7 of 8 Pages |
SIGNATURES
After reasonable inquiry
and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete
and correct.
DATED: February 9, 2023
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/s/ Jeffrey A. Altman |
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Jeffrey A. Altman, individually and as managing member of the general partner of Owl Creek Asset Management, L.P. |
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CUSIP No. G79407105 | 13G | Page 8 of 8 Pages |
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge
and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments
to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint
acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the
completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness
and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information
is inaccurate.
DATED: February 9, 2023
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/s/ Jeffrey A. Altman |
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Jeffrey A. Altman, individually and as managing member of the general partner of Owl Creek Asset Management, L.P. |
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