EX-4.3





 Exhibit 4.3

[Form of Warrant Certificate] 

[FACE] 
 Number 

Warrants 
 THIS WARRANT
SHALL BE VOID IF NOT EXERCISED PRIOR TO 
 THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE 

WARRANT AGREEMENT DESCRIBED BELOW 

SCREAMING EAGLE ACQUISITION CORP. 

Incorporated Under the Laws of the Cayman Islands 

CUSIP [•] 
 Warrant
Certificate 
 This Warrant Certificate certifies
that                 , or registered assigns, is the registered holder of
                warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase Class A ordinary
shares, $0.0001 par value per share (the “Class A Shares”), of Screaming Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”). Each whole Warrant
entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable Class A Shares as set
forth below, at the exercise price (the “Warrant Price”) as determined pursuant to the Warrant Agreement, payable in lawful money of the United States of America upon surrender of this Warrant Certificate and payment of the
Warrant Price (or through “cashless exercise” as provided for in the Warrant Agreement) at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. The Warrants
evidenced by this Warrant Certificate are [Public][Private Placement][Post-IPO] Warrants. Capitalized terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the
Warrant Agreement. 
 Each whole Warrant is initially exercisable for one fully paid and
non-assessable Class A Share. No fractional shares will be issued upon exercise of any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in a
Class A Share, the Company will, upon exercise, round down to the nearest whole number the number of Class A Shares to be issued to the Warrant holder. The number of Class A Shares issuable upon exercise of the Warrants is subject to
adjustment upon the occurrence of certain events set forth in the Warrant Agreement. 
 The initial Warrant Price per Class A Share for
any Warrant is equal to $11.50 per share. The Warrant Price is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. 

Subject to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent
not exercised by the end of such Exercise Period, such Warrants shall become null and void. The Warrants may be redeemed, subject to certain conditions, as set forth in the Warrant Agreement. 

Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions
shall for all purposes have the same effect as though fully set forth at this place. 
 This Warrant Certificate shall not be valid unless
countersigned by the Warrant Agent, as such term is used in the Warrant Agreement. 
 This Warrant Certificate shall be governed by and
construed in accordance with the internal laws of the State of New York. 
  













			
	SCREAMING EAGLE ACQUISITION CORP.
		
	By:	 	  

		 	Name:
		 	Title:
	
	CONTINENTAL STOCK TRANSFER & TRUST
	COMPANY as Warrant Agent
		
	By:	 	  

		 	Name:
		 	Title:














 [Form of Warrant Certificate] 

[Reverse] 
 The Warrants
evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive Class A Shares and are issued or to be issued pursuant to a Warrant Agreement dated as of [ ], 2022 (the
“Warrant Agreement”), duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), which Warrant
Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and
the holders (the words “holders” or “holder” meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof
upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement. 

Warrants may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this
Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, together with payment of the Warrant Price as specified in the Warrant Agreement
(or through “cashless exercise” as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall
be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised. 

Notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise
(i) a registration statement covering the Class A Shares to be issued upon exercise is effective under the Securities Act of 1933, as amended, and (ii) a prospectus thereunder relating to the Class A Shares is current, except
through “cashless exercise” as provided for in the Warrant Agreement. In addition, and notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, to the extent that the holder of a Warrant has delivered a notice
contemplated by subsection 3.5.5 of the Warrant Agreement, neither the Company nor the Warrant Agent shall issue to Holder, and Holder may not acquire, any right it might have to acquire, a number of Class A Shares upon exercise of any
Warrant to the extent that, upon such exercise, the number of Class A Shares then beneficially owned by Holder would exceed the Maximum Percentage of Class A Shares outstanding immediately after giving effect to such exercise as determined
in accordance with subsection 3.3.5. of the Warrant Agreement. 
 The Warrant Agreement provides that upon the occurrence of certain
events the number of Class A Shares issuable upon the exercise of the Warrants set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a
fractional interest in a Class A Share, the Company shall, upon exercise, round down to the nearest whole number of Class A Shares to be issued to the holder of the Warrant. 

Warrant Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person
or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or
Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants. 
 Upon due presentation for registration of
transfer of this Warrant Certificate at the office of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for
this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith. 

The Company and the Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate
(notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall
be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company. 












 Election to Purchase 

(To Be Executed Upon Exercise of Warrant) 

The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive Class A Shares and
herewith tenders payment for such Class A Shares to the order of Screaming Eagle Acquisition Corp. (the “Company”) in the amount of
$                 in accordance with the terms hereof. The undersigned requests that a certificate for such Class A Shares be registered in the name of
                , whose address is                , and that such Class A Shares be
delivered to                , whose address is                 . If said number of
Class A Shares is less than all of the Class A Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Class A Shares be registered in the name of
                , whose address is                 and that such Warrant Certificate be
delivered to                 , whose address is                 . 

In the event that the Warrant has been called for redemption by the Company pursuant to Section 6 of the Warrant
Agreement and the Company has required a cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of Class A Shares that this Warrant is exercisable for shall be determined in accordance with
subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement. 
 In the event that the Warrant is a Private
Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of Class A Shares that this Warrant is exercisable for shall be determined in accordance with
subsection 3.3.1(c) of the Warrant Agreement, as applicable. 
 In the event that the Warrant is to be exercised on a
“cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Class A Shares that this Warrant is exercisable for shall be determined in accordance with
Section 7.4 of the Warrant Agreement. 
 In the event that the Warrant may be exercised, to the extent allowed by
the Warrant Agreement, through cashless exercise (i) the number of Class A Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless
exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to
receive Class A Shares. If said number of Class A Shares is less than all of the Class A Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing
the remaining balance of such Class A Shares be registered in the name of                 , whose address is
                and that such Warrant Certificate be delivered to                 , whose
address is                 . 
 [To be included in any
Election to Purchase of a holder who has provided the notice set forth in subsection 3.3.5 of the Warrant Agreement. 
 By signing
this Election to Purchase, the undersigned hereby certifies that upon after giving effect to such exercise, the undersigned (together with such person’s affiliates) or any “group” of which holder or its affiliates is a member, would
not beneficially own in excess of the Maximum Percentage of the Class A Shares outstanding immediately after giving effect to such exercise as determined in accordance with subsection 3.3.5. of the Warrant Agreement.] 

[Signature Page Follows] 













							
	Date:                    ,	 		 		 	
		 		 		 	(Signature)
				
		 		 		 	(Address)
		 		 		 	  

		 		 		 	(Tax Identification Number)

  

	
	    Signature Guaranteed:
	
	  


 THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE).