Lionsgate Studios Corp美股招股说明书(2025-08-05版)

The 208,122 shares of common stock, without par value, of Lionsgate Studios Corp. (“New Lionsgate,” “we,” “us,” “our,” or the “Company”)(f/k/a Lionsgate Studios Holding Corp.), an entity formed under the laws of the Province of British Columbia and previously a wholly-owned subsidiaryof Lions Gate Entertainment Corp. (“Lionsgate” or“LGEC”), covered by this prospectus include options (“stock options”) and stock appreciation rights(“SARs”) to acquire common shares of New Lionsgate that are held by former employees of LGEC and its subsidiaries (including New Lionsgate), whoare not current employees or consultants of New Lionsgate or Starz Entertainment Corp. (“Starz”), and any such individuals’ donees, pledgees,permitted transferees, assignees, successors and others who come to hold any such equity award. The stock options and SARs are outstanding under theLionsgate Studios Corp. 2025 Performance Incentive Plan (the “New Lionsgate 2025 Plan”) and were converted from stock options to purchase Class Avoting shares and Class B non-voting shares of LGEC (“LGEC common shares”) and SARs to acquire LGEC common shares in connection with theseparation of the businesses of Lionsgate Studios Holding Corp. (f/k/a Lionsgate Studios Corp.), a British Columbia corporation (“LG Studios”), whichencompasses the motion picture and television studio operations (the “LG Studios Business”), from the other businesses of Lionsgate, including theSTARZ-branded premium subscription platforms (the “Starz Business”). Any proceeds received by New Lionsgate from the exercise of stock optionsand SARs covered by the Plan (and issued pursuant to the offering described in this prospectus) will be used for general corporate purposes.Inconnection with the Transactions (as defined below), Lionsgate was renamed to Starz Entertainment Corp. References in this prospectus to “LGEC” or“Lionsgate” refer to the entity as it existed prior to the Transactions. As a result of the Transactions, New Lionsgate new common shares trade on the New York Stock Exchange (“NYSE”) under the symbol “LION.”Prior to the completion of the Transactions, New Lionsgate was a wholly-owned subsidiary of LGEC. Trading of New Lionsgate new common sharesunder the symbol “LION” began on the first trading day following the completion of the Transactions. On July29, 2025, the closing price of NewLionsgate new common shares as reported on NYSE was $6.29 per share. In reviewing this prospectus, we urge you to read carefully the section entitled “Risk Factors” beginning on page20of this prospectus. TABLE OF CONTENTS Intellectual Property84Seasonality (Business Cycles)85Dependence on Key Customer Contracts85Changes to Contracts85Environmental Protection85Employees85Environmental and Social Responsibility and Human Capital Management85Legal Proceedings and Regulatory Actions85Interest of Informed Persons in Material Transactions86Insurance86Properties86 Compensation Practices157Process for Determining Executive Compensation158Compensation Components162Executive Compensation Information180Summary Compensation Table180Description of Employment Agreements181Grants ofPlan-BasedAwards184Option Exercises and Stock Vested189Non-Qualified Deferred Compensation189Estimated Severance and Change in Control Benefits195Pay Ratio Disclosure196Director Compensation198 Director Onboarding and Education199Fiscal 2025 Director Compensation199Climate Risk Exposure and Awareness200Use of Non-GAAP Financial Measures201NEW LIONSGATE COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION206PLAN OF DISTRIBUTION207CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS208Arrangement Agreement211Separation Agreement212Employee Matters Agreement216Tax Matters Agreement216Transition Services Agreement217Other Commercial Arrangements217DESCRIPTION OF MATERIAL INDEBTEDNESS AND FILM RELATED OBLIGATIONS219EXPERTS224LEGAL MATTERS224WHERE YOU CAN FIND MORE INFORMATION225ANNEX A — CONSOLIDATED FINANCIAL STATEMENTSF-1 Table of Contents CERTAIN DEFINITIONS Unless otherwise indicated or as the context otherwise requires, all references in this prospectus to: “Arrangement” refers to an arrangement proposed by Lionsgate to the holders of the LGEC ClassA shares and to the holders of the LGECClassB shares, and by LG Studios to the shareholders of the LG Studios common shares, in each case under Part 9, Division 5 of the BC Act andcompleted on May 6, 2025 on the terms and subject to the conditions set forth in the Plan of Arrangement, subject to any amendments or variations tothe Plan of Arrangement made in accordance with the terms of the Arrangement Agreement or the provisions of the Plan of Arrangement or made at thedirection of the BC Court in the Interim Orders or Final Order with the prior written consent of Lionsgate and LG Studios, as applicable; “Arrangement Agreement” refers to that certain Arrangement Agreement, dated January29, 2025, as amended by an amending agreement, datedMarch12, 2025, and may be furt