复朗集团美股招股说明书(2023-10-30版)

Primary Offering of31,979,969 Ordinary Shares Underlying Warrants15,000,000 Ordinary Shares Underlying Convertible Preference Share Secondary Offering of153,460,240 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 our ordinary shares, par value $0.000001 per share(“Ordinary Shares”) that are issuable by us upon the exercise of 20,699,969 Public Warrants (as defined below) that were previouslyregistered, (ii) up to 11,280,000 Ordinary Shares that are issuable by us upon the exercise of 11,280,000 Private Placement Warrants(as defined below) and (iii) up to 15,000,000 Ordinary Shares that are issuable by us upon the conversion of one ConvertiblePreference Share (as defined below) that was issued by us to Meritz Securities Co., Ltd (“Meritz”) in exchange for one FFG CollateralShare (as defined below) issued to Meritz by Fosun Fashion Group (Cayman) Limited (“FFG”) on a private placement basis at a priceof $1.00 per share pursuant to Meritz’s subscription agreement. This prospectus also relates to the offer and sale from time to time by the selling securityholders named in this prospectus(collectively, the “Selling Securityholders”) of (A) up to 153,460,240 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 to the PIPE Investors (as defined below) inconnection with our Business Combination (as defined below) pursuant to their subscription agreements (“PIPE Shares”), (ii) up to4,500,000 Ordinary Shares that were issued to Aspex Master Fund (“Aspex”) pursuant to its forward purchase agreement, which arecomprised of (a) 4,000,000 Ordinary Shares issued in exchange for the 4,000,000 Class A ordinary shares of Primavera CapitalAcquisition Corporation (“PCAC”) that were issued to Aspex by PCAC on a private placement basis at a price of $10.00 per share(assuming no value is assigned to Private Placement Warrants originally issued to Aspex referred to in clause (B) below), and(b) 500,000 Ordinary Shares issued in exchange for the 500,000 Class B ordinary shares of PCAC, or founder shares, that weretransferred to Aspex by Primavera Capital Acquisition LLC (the “Sponsor”) on a private placement basis for no consideration, (iii) upto 4,999,999 Ordinary Shares that were issued to Meritz in exchange for the 18,569,282 ordinary shares of FFG issued to Meritz byFFG on a private placement basis at a price of approximately $2.69 per share (or an effective price of $10.00 per share, as adjusted forthe Exchange Ratio) pursuant to Meritz’s subscription agreement, (iv) up to 97,353,016 Ordinary Shares that were issued to certainother shareholders of FFG (“FFG Selling Securityholders”) in exchange for the 362,577,510 FFG ordinary shares issued to FFGSelling Securityholders by FFG on a private placement basis at a weighted average price of $1.41 per share (calculated based on theapplicable exchange rate at the time of the investments, or an effective price of $5.24 per share, as adjusted for the Exchange Ratio)pursuant to their subscription agreements, (v) up to 5,000,000 Ordinary Shares that were issued to the Sponsor in exchange for the5,000,000 Class B ordinary shares of PCAC issued to the Sponsor by PCAC at an effective price of $0.005 per share, as furtherdescribed in the immediately following paragraph, (vi) up to 11,280,000 Ordinary Shares issuable upon the exercise of PrivatePlacement Warrants, and (vii) up to 15,000,000 Ordinary Shares issuable upon the conversion of one Convertible Preference Shareand (B) up to 11,280,000 Warrants originally issued on a private placement basis, each exercisable for one Ordinary Share at anexercise price of $11.50 per share (“Private Placement Warrants”), which are comprised of (i) up to 1,000,000 Private PlacementWarrants that were originally issued to Aspex pursuant to its forward purchase agreement and (ii) up to 10,280,000 Private PlacementWarrants that were originally issued to the Sponsor at a price of $1.00 per warrant in connection with PCAC’s initial public offering. The Sponsor paid $25,000, or approximately $0.002 per share, to cover certain of offering and formation costs of PCAC in exchangefor 12,350,000 founder shares (after giving effect to all rounds of share recapitalization). The Sponsor transferred (i) an aggregate of335,625 founder shares to PCAC’s independent directors for an aggregate purchase price of $985, or approximately $0.003 per share,and (ii) an aggregate of 1,000,000 founder shares to Aspex and Sky Venture Partners L.P. (“Sky Venture”) pursuant to their forwardpurchase agreements for no consideration. After giving 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 BusinessCombination, the Sponsor surrendered 6,014,375 founder shares to PCAC f