Lionsgate Studios Corp美股招股说明书(2026-06-05版)

157,869 Shares of Common Stock, without Par Value The 157,869 shares of common stock, without par value, of New Lionsgate (f/k/a Lionsgate Studios Holding Corp.), an entity formed under thelaws of the Province of British Columbia and previously a wholly-owned subsidiary of Lionsgate, covered by this prospectus include New LionsgateOptions or New Lionsgate SARs to acquire common shares of New Lionsgate that are held by former employees of LGEC and its subsidiaries(including New Lionsgate), who are not current employees or consultants of New Lionsgate or Starz, and any such individuals’ donees, pledgees,permitted transferees, assignees, successors and others who come to hold any such equity award. The New Lionsgate Options and New Lionsgate SARsare outstanding under the New Lionsgate 2025 Plan and were converted from stock options to purchase LGEC common shares and stock appreciationrights to acquire LGEC common shares in connection with the separation of the businesses of Lionsgate Studios Holding Corp. (f/k/a Lionsgate StudiosCorp.), a British Columbia corporation, which encompasses the motion picture and television studio operations, from the other businesses of Lionsgate,including the Starz Business. Any proceeds received by New Lionsgate from the exercise of New Lionsgate Options and New Lionsgate SARs coveredby the New Lionsgate 2025 Plan (and issued pursuant to the offering described in this prospectus) will be used for general corporate purposes. Inconnection with the Transactions, Lionsgate was renamed to Starz Entertainment Corp. References in this prospectus to “LGEC” or “Lionsgate” refer tothe entity as it existed prior to the Transactions. As a result of the Transactions, shares of New Lionsgate Common Stock trade on the NYSE under the symbol “LION.” Prior to the completion ofthe Transactions, New Lionsgate was a wholly-owned subsidiary of LGEC. Trading of shares of New Lionsgate Common Stock under the symbol“LION” began on the first trading day following the completion of the Transactions. On June5, 2026, the closing price of New Lionsgate CommonStock as reported on NYSE was $13.40per share. In reviewing this prospectus, you should carefully consider the matters described under the caption “RiskFactors” beginning on page 5 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities orpassed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is June5, 2026. Table of Contents TABLE OF CONTENTS ABOUT LIONSGATE STUDIOS CORP.CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSTHE OFFERINGRISK FACTORSUSE OF PROCEEDSPLAN OF DISTRIBUTIONDESCRIPTION OF CAPITAL STOCKLEGAL MATTERS EXPERTSWHERE YOU CAN FIND MORE INFORMATIONINFORMATION INCORPORATED BY REFERENCE Table of Contents ABOUT LIONSGATE STUDIOS CORP. New Lionsgate is one of the world’s leading standalone, pure play content companies. It brings together diversified motion picture and televisionproduction and distribution businesses, a world-class portfolio of valuable brands and franchises, a premier talent management and productionpowerhouse at 3 Arts Entertainment and a more than 20,000-title film and television library, all driven by New Lionsgate’s bold and entrepreneurialculture. New Lionsgate was incorporated under theBusiness Corporations Act(British Columbia) using the name Lionsgate Studios Holding Corp. onJanuary10, 2025. New Lionsgate’s head office address is located at 250 Howe Street, 20th Floor, Vancouver, British Columbia V6C 3R8. Table of Contents CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This prospectus includes and incorporates by reference “forward-looking statements” within the meaning of the securities laws. All statements thatare not historical facts are “forward-looking statements.” The words “estimate,” “projects,” “intend,” “expect,” “believe,” “anticipate,” “anticipates,”“believes,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “guidance,” “may,” “outlook,” “plans,” “projects,” “seeks,” “sees,” “should,” “targets,”“will,” “would,” or other words of similar meaning, and statements concerning strategy, identify forward-looking statements. These forward-lookingstatements include, among others, statements regarding future financial performance, anticipated trends, and prospects in the markets and industries inwhich New Lionsgate operates, business prospects and strategies, including the Transactions, and anticipated financial position, liquidity, and capitalneeds relating to New Lionsgate. For those statements, New Lionsgate claims the protection of the safe harbor for forward-looking statements containedin the Private Securities Litigation Reform Act of 1995. Forward-looking statements are estimates and projections reflecting judgments and involve a number of risks and uncertainties that could causeactual resul