复朗集团美股招股说明书(2024-10-18版)

Lanvin Group Holdings Limited Primary Offering of31,979,969 Ordinary Shares Underlying Warrants Secondary Offering of132,686,477 Ordinary Shares11,280,000 Warrants to Purchase Ordinary Shares This prospectus relates to the offer and sale by us of (i) up to 20,699,969 of ourordinary shares, par value $0.000001 per share (“Ordinary Shares”) that are issuableby us upon the exercise of 20,699,969 Public Warrants (as defined below) that werepreviously registered and (ii) up to 11,280,000 Ordinary Shares that are issuable by usupon the exercise of 11,280,000 Private Placement Warrants (as defined below). This prospectus also relates to the offer and sale from time to time by the sellingsecurityholders named in this prospectus (collectively, the “Selling Securityholders”)of (A) up to 132,686,477 Ordinary Shares, consisting of (i) up to 15,327,225 OrdinaryShares that were issued on a private placement basis at a price of $10.00 per share tothe PIPE Investors (as defined below) in connection with our Business Combination(as defined below) pursuant to their subscription agreements (“PIPE Shares”), (ii) upto 4,500,000 Ordinary Shares that were issued to Aspex Master Fund (“Aspex”)pursuant to its forward purchase agreement, which are comprised of (a) 4,000,000Ordinary Shares issued in exchange for the 4,000,000 Class A ordinary shares ofPrimavera Capital Acquisition Corporation (“PCAC”) that were issued to Aspex byPCAC on a private placement basis at a price of $10.00 per share (assuming no valueis assigned to Private Placement Warrants originally issued to Aspex referred to inclause (B) below), and (b) 500,000 Ordinary Shares issued in exchange for the500,000 Class B ordinary shares of PCAC, or founder shares, that were transferred toAspex by Primavera Capital Acquisition LLC (the “Sponsor”) on a private placementbasis for no consideration, (iii) up to 96,579,252 Ordinary Shares that were issued tocertain other shareholders of FFG (“FFG Selling Securityholders”) in exchange forthe 362,577,510 FFG ordinary shares issued to FFG Selling Securityholders by FFGon a private placement basis at a weighted average price of $1.41 per share(calculated based on the applicable exchange rate at the time of the investments, or aneffective price of $5.24 per share, as adjusted for the Exchange Ratio) pursuant totheir subscription agreements, (iv) up to 5,000,000 Ordinary Shares that were issuedto the Sponsor in exchange for the 5,000,000 Class B ordinary shares of PCAC issuedto the Sponsor by PCAC at an effective price of $0.005 per share, as further describedin the immediately following paragraph, and (v) up to 11,280,000 Ordinary Sharesissuable upon the exercise of Private Placement Warrants and (B) up to 11,280,000Warrants originally issued on a private placement basis, each exercisable for oneOrdinary Share at an exercise price of $11.50 per share (“Private PlacementWarrants”), which are comprised of (i) up to 1,000,000 Private Placement Warrantsthat were originally issued to Aspex pursuant to its forward purchase agreement and(ii) up to 10,280,000 Private Placement Warrants that were originally issued to the Sponsor at a price of $1.00 per warrant in connection with PCAC’s initial publicoffering. The Sponsor paid $25,000, or approximately $0.002 per share, to cover certain ofoffering and formation costs of PCAC in exchange for 12,350,000 founder shares(after giving effect to all rounds of share recapitalization). The Sponsor transferred(i) an aggregate of 335,625 founder shares to PCAC’s independent directors for anaggregate purchase price of $985, or approximately $0.003 per share, and (ii) anaggregate of 1,000,000 founder shares to Aspex and Sky Venture Partners L.P. (“SkyVenture”) pursuant to their forward purchase agreements for no consideration. Aftergiving effect to such transfers, the Sponsor held 11,014,375 founder sharesimmediately prior to the consummation of PCAC’s initial public offering.Immediately prior to the consummation of our Business Combination, the Sponsorsurrendered 6,014,375 founder shares to PCAC for no consideration pursuant to aletter agreement entered into in December 2022, following which the number offounder shares held by the Sponsor was reduced to 5,000,000. We issued 5,000,000Ordinary Shares in exchange for the 5,000,000 founder shares held by the Sponsor.This resulted in an effective price of approximately $0.005 per share for the OrdinaryShares received by the Sponsor and being registered for resale by the Sponsorpursuant to this registration statement. We are registering the offer and sale of these securities to satisfy certainregistration rights we have granted. The Selling Securityholders may offer all or partof the securities for resale from time to time through public or private transactions, ateither prevailing market prices or at privately negotiated prices. These securities arebeing registered to permit the Selling Securityholders to sell securities from time totime, in amounts,