As filed with the U.S. Securities and Exchange Commission on September 27, 2022

Registration No. 333-266095

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 3 to

Form F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Lanvin Group Holdings Limited

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Cayman Islands		2300		Not Applicable
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Lanvin Group Holdings Limited

3701-02, Tower S2, Bund Finance Center,

600 Zhongshan Rd East No.2,

Shanghai, 200010, China

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

 

Puglisi & Associates

850 Library Avenue, Suite 204

Newark, Delaware 19711

+1 (302) 738-6680

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Joseph E. Bauerschmidt, Esq.		Yang Wang, Esq.		Mark A. Brod, Esq.
DLA Piper Singapore Pte. Ltd.		Simpson Thacher & Bartlett LLP		Daniel N. Webb, Esq.
80 Raffles Place		3901 China World Tower A		Simpson Thacher & Bartlett LLP
UOB Plaza 1, #48-01,		1 Jian Guo Men Wai Avenue		425 Lexington Avenue
Singapore 048624		Beijing 100004		New York, New York 10017
Tel: +65 6512 9595		China		Tel: (212) 455-2000
		Tel: +86(10) 5965 2999

 

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the business combination contemplated by the Business Combination Agreement described in the included proxy statement/prospectus have been satisfied or waived.

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-party Tender Offer)  ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company  ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

†	The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

The information in this proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commissions, of which this proxy statement/prospectus is a part, is declared effective. This proxy statement/prospectus does not constitute an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY SUBJECT TO COMPLETION, DATED SEPTEMBER 27, 2022

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF

PRIMAVERA CAPITAL ACQUISITION CORPORATION

PROSPECTUS FOR UP TO 47,964,621 ORDINARY SHARES

AND 20,700,000 WARRANTS OF

LANVIN GROUP HOLDINGS LIMITED

The board of directors of Primavera Capital Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability (“PCAC”) has unanimously approved the Business Combination Agreement, dated as of March 23, 2022 (the “Business Combination Agreement”), by and among (i) PCAC, (ii) Lanvin Group Holdings Limited, a Cayman Islands exempted company incorporated with limited liability (“LGHL”), (iii) Lanvin Group Heritage I Limited (“Merger Sub 1”) and Lanvin Group Heritage II Limited (“Merger Sub 2”), Cayman Islands exempted companies incorporated with limited liability and wholly-owned subsidiaries of LGHL (“Merger Subs”); and (iv) Fosun Fashion Group (Cayman) Limited, a Cayman Islands exempted company incorporated with limited liability (“FFG”), which, among other things, provides for the merger of PCAC with and into Merger Sub 1. As a result of and upon consummation of the Business Combination (as defined below), PCAC will merge with and into a wholly owned subsidiary of LGHL, as described in this proxy statement/prospectus and LGHL will become a new public reporting company owned by the prior shareholders of PCAC and FFG.

Pursuant to the Business Combination Agreement, it is proposed that (i) PCAC shall merge with and into Merger Sub 1, with Merger Sub 1 surviving such merger (the “Initial Merger”); (ii) Merger Sub 2 shall merge with and into FFG, with FFG surviving such merger (FFG is hereinafter referred to for the periods from and after the Second Merger Effective Time as the “Surviving Company”) (the “Second Merger”); and (iii) subsequently, Merger Sub 1 as the surviving company of the Initial Merger shall merge with and into the Surviving Company as the surviving company of the Second Merger, with the Surviving Company surviving such merger (the “Third Merger”).

Pursuant to the Business Combination Agreement, in respect of the Initial Merger, at the Initial Merger Effective Time (as defined below):

 

(i)

each unit of PCAC (“PCAC Units” or “Units”) outstanding immediately prior to the Initial Merger Effective Time shall (to the extent not already separated) be automatically severed and the holder thereof shall be deemed to hold one PCAC Class A ordinary share and one-half of one PCAC Warrant (as defined below) in accordance with the terms of the applicable PCAC Unit;

 

(ii)

immediately following the separation of each PCAC Unit, (A) each eligible PCAC Share (as defined below) shall automatically be canceled in exchange for the right to receive a number of newly issued ordinary shares of LGHL (“LGHL Ordinary Shares”) equal to (x) the sum of the aggregate number of Eligible PCAC Shares and the Bonus Pool Size (as defined below), divided by (y) the aggregate number of Eligible PCAC Shares, subject to rounding pursuant to the terms of the Business Combination Agreement, and shall no longer be outstanding and be canceled and cease to exist by virtue of the Initial Merger, and (B) each (x) PCAC Class A ordinary share other than the Eligible PCAC Shares and (y) PCAC Class B ordinary share issued and outstanding immediately prior to the Initial Merger Effective Time shall automatically be canceled in exchange for the right to receive one (1) newly issued LGHL Ordinary Share, and shall no longer be outstanding and be canceled and cease to exist by virtue of the Initial Merger. As of the Initial Merger Effective Time, each PCAC shareholder shall cease to have any other rights in and to PCAC;

(iii)

each outstanding warrant to purchase PCAC Ordinary Shares (“PCAC Warrant”) immediately prior to the Initial Merger Effective Time shall cease to be a warrant with respect to PCAC ordinary shares and be assumed by LGHL and converted into a warrant to purchase one (1) LGHL Ordinary Share (each an “LGHL Warrant”). Each LGHL Warrant shall continue to have and be subject to substantially the same terms and conditions as were applicable to such PCAC Warrant immediately prior to the Initial Merger Effective Time (including any repurchase rights and cashless exercise provisions) in accordance with the provisions of the Assignment, Assumption and Amendment Agreement (as defined below);

 

(iv)

the share in Merger Sub 1 issued and outstanding immediately prior to the Initial Merger Effective Time shall continue existing and constitute the only issued and outstanding share in the capital of Merger Sub 1; and

 

(v)

all shares of LGHL that were issued and outstanding immediately prior to the Initial Merger Effective Time shall be surrendered by Sponsor (as defined below) and canceled for no consideration.

Pursuant to the Business Combination Agreement, in respect of the Second Merger, at the Second Merger Effective Time (as defined below):

 

(i)

each ordinary share, non-voting ordinary share and preferred share in FFG held by the shareholders of FFG (collectively, the “Target Shares”) (other than any FFG Dissenting Shares (as defined below)) issued and outstanding immediately prior to the Second Merger Effective Time shall automatically be canceled in exchange for the right to receive such number of newly issued LGHL Ordinary Shares that is equal to the quotient obtained by dividing the price per Lanvin Group’s share (i.e. US$3.365773) by US$10.00 (the “Exchange Ratio”), subject to rounding pursuant to the terms of the Business Combination Agreement, and shall no longer be outstanding and be canceled and cease to exist by virtue of the Second Merger. As of the Second Merger Effective Time, each FFG shareholder shall cease to have any other rights in and to FFG;

 

(ii)

each FFG Dissenting Share shall automatically be canceled and cease to exist and shall thereafter represent only the right to receive the applicable payments as set forth in the Business Combination Agreement, being the fair value for such FFG Dissenting Share and such other rights as such holder may be entitled under the Companies Act (as amended) of the Cayman Islands; and

 

(iii)

the share in Merger Sub 2 issued and outstanding immediately prior to the Second Merger Effective Time shall automatically be converted into one ordinary share of the Surviving Company, which ordinary share shall constitute the only issued and outstanding share in the share capital of the Surviving Company.

Pursuant to the Business Combination Agreement, in respect of the Third Merger, at the Third Merger Effective Time (as defined below):

 

(i)

the ordinary share of the Surviving Company issued and outstanding immediately prior to the Third Merger Effective Time shall be canceled and cease to exist by virtue of the Third Merger; and

 

(ii)

the share in the capital of Merger Sub 1 issued and outstanding immediately prior to the Third Merger Effective Time will automatically be converted into one ordinary share of the Surviving Company, which ordinary share will constitute the only issued and outstanding share in the share capital of the Surviving Company.

As a result of the Business Combination, PCAC will merge with and into a wholly owned subsidiary of LGHL. The former unitholders, shareholders and warrantholders of PCAC and FFG will become shareholders and warrantholders of LGHL, as applicable. As a result of the Business Combination, assuming that no shareholders of PCAC elect to redeem their public shares for cash in connection therewith as permitted by PCAC’s amended and restated memorandum and articles of association and there are no FFG Dissenting Shares, the former shareholders of PCAC will own approximately 28% of the LGHL Ordinary Shares and the former shareholders of FFG will own approximately 65% of the LGHL Ordinary Shares, whereas the PIPE Investors (defined below) will own approximately 3% of the LGHL Ordinary Shares to be outstanding immediately after the Business Combination. If 19,452,157 of PCAC Ordinary Shares (the maximum number of PCAC Ordinary

Shares that can be redeemed while still allowing the Minimum Cash Condition (as defined below) to be satisfied, assuming the Private Placement are fully funded and no additional financing is obtained in order to consummate the Business Combination) are redeemed for cash, such percentages will be approximately 20% (for the former shareholders of PCAC) and 72% (for the formers shareholders of FFG), respectively.

Proposals to approve the Business Combination Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the Extraordinary General Meeting of PCAC scheduled to be held on             , 2022 (the “Special Meeting”).

PCAC’s units, class A ordinary shares and warrants are currently listed on the New York Stock Exchange (“NYSE”) under the symbols “PV.U”, “PV”, and “PV WS”, respectively. LGHL will apply for listing, to be effective at the time of the Business Combination, of its LGHL Ordinary Shares and LGHL Warrants on NYSE under the proposed symbols “LANV” and “LANW”, respectively. There is no assurance that LGHL will be able to satisfy NYSE listing criteria necessary for listing or will be able to continue to satisfy such criteria following the consummation of the Business Combination. LGHL will not have units traded following the consummation of the Business Combination.

Each of PCAC and LGHL is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected to comply with certain reduced public company reporting requirements. Following the Business Combination, LGHL will be a “foreign private issuer”, as such term is defined under the Securities Act of 1933 (the “Securities Act”), and will report under the Securities Exchange Act of 1934, as amended, or the “Exchange Act”, as a non-U.S. company with foreign private issuer status. As a foreign private issuer, LGHL will be exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, LGHL’s officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, LGHL will not be required to file periodic reports and financial statements with the U.S. Securities and Exchange Commission (the “SEC”) as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. In addition, as a foreign private issuer, LGHL will be permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from NYSE corporate governance listing standards for U.S. domestic issuers. These practices may afford less protection to shareholders than they would enjoy if we complied fully with NYSE corporate governance listing standards for U.S. domestic issuers. See “Management of LGHL following the Business Combination – Foreign Private Issuer Status”.

LGHL is a Cayman Islands exempted company incorporated with limited liability, and upon the consummation of the Business Combination, LGHL’s operations will be conducted by its subsidiaries organized in various jurisdictions, including China. The securities offered herein are securities of LGHL, not securities of such operating subsidiaries. Upon the consummation of the Business Combination, LGHL may face various legal and operational risks and uncertainties associated with having a portion of its operations in China. For example, LGHL may face risks associated with regulatory approvals on offerings conducted overseas by, and foreign investment in, China-based issuers and oversight on cybersecurity and data privacy, which may impact LGHL’s ability to conduct certain businesses in China, accept foreign investments, or list on a U.S. or other foreign exchange outside of China. These risks could result in a material adverse change in LGHL’s operations and the value of its securities, significantly limit or completely hinder its ability to offer, or continue to offer, securities to investors or cause the value of such securities to significantly decline.

The U.S. Holding Foreign Companies Accountable Act, which was enacted in December 2020 (the “HFCA Act”) may affect LGHL’s ability to maintain its listing on the NYSE. Pursuant to the HFCA Act, if the SEC determines that independent audit reports on an issuer’s financial statements are issued by a registered public accounting firm that has not been subject to inspection by the U.S. Public Company Accounting Oversight Board (the “PCAOB”) for three consecutive years, beginning in 2022, the SEC shall prohibit such issuer’s securities from being traded on a national securities exchange or in the over-the-

counter trading market in the United States. As a result, the relevant national securities exchange would initiate a delisting of such issuer’s securities. The Accelerating Holding Foreign Companies Accountable Act, which was passed by the U.S. Senate in June 2021 (the “AHFCA Act”), if enacted, would shorten the three-consecutive-year compliance period under the HFCA Act to two consecutive years and, as a result, reduce the time before the potential trading prohibition against or delisting of LGHL’s securities. The fact that the PCAOB is currently unable to inspect Lanvin Group Holdings Limited’s independent auditors could deprive investors of the benefits of such inspections and cause LGHL’s securities to be delisted under the HFCA Act and the AHFCA Act. Further, as stated in its report dated December 16, 2021, the PCAOB has determined that it is unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, which include Grant Thornton Zhitong Certified Public Accountants LLP, LGHL and FFG’s current independent auditor. Accordingly, LGHL expects to be identified by the SEC pursuant to the HCFA Act or the AHFCA Act as an issuer whose independent auditor is not subject to PCAOB’s inspection. On August 26, 2022, the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Finance of the People’s Republic of China (the “SOP Agreement”) governing inspections and investigations of audit firms based in China, which marks the first step towards providing access for the PCAOB to inspect and investigate registered public accounting firms in China. However, uncertainties exist with respect to the implementation of this framework and there is no assurance that the PCAOB will be able to execute, in a timely manner, its future inspections and investigations in a manner that satisfies the Statement of Protocol. See “Risks Factors—Risks Relating to LGHL’s Business and Operations Following the Business Combination— LGHL’s Ordinary Shares may be delisted under the Holding Foreign Companies Accountable Act if PCAOB is unable to inspect LGHL’s independent auditor for three consecutive years beginning in 2022. The delisting of LGHL’s Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment”.

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Special Meeting. We encourage you to carefully read this entire document. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 79 of this proxy statement/prospectus for a discussion of information that should be considered before voting on the proposed Business Combination and each of the other matters to be presented at the Special Meeting.

These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated             , 2022, and is first being mailed to PCAC security holders on or about             , 2022.

PRELIMINARY PROXY STATEMENT

SUBJECT TO COMPLETION, DATED             , 2022

To the Shareholders of Primavera Capital Acquisition Corporation:

We are pleased to enclose the proxy statement/prospectus relating to the proposed merger (the “Business Combination”) of Primavera Capital Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability (“PCAC”) with and into a subsidiary of Lanvin Group Holdings Limited, a Cayman Islands exempted company incorporated with limited liability (“LGHL”), pursuant to a Business Combination Agreement (the “Business Combination Agreement”), dated March 23, 2022, by and among PCAC, LGHL, Lanvin Group Heritage I Limited (“Merger Sub 1”), Lanvin Group Heritage II Limited (“Merger Sub 2”) (Merger Sub 1 and Merger Sub 2 each being wholly-owned subsidiaries of LGHL and together the “Merger Subs”), and Fosun Fashion Group (Cayman) Limited, a Cayman Islands exempted company incorporated with limited liability (“FFG” or “Lanvin Group”) (as may be further amended or supplemented from time to time). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Business Combination Agreement. If (i) the Business Combination Agreement is adopted and the transactions contemplated thereby, including the Business Combination, are approved by PCAC’s shareholders, (ii) the Business Combination Agreement is adopted and the transactions contemplated thereby are approved by FFG’s shareholders and (iii) the Business Combination is subsequently completed, then PCAC will merge with and into a wholly owned subsidiary of LGHL.

Pursuant to the Business Combination Agreement, it is proposed that (i) PCAC shall merge with and into Merger Sub 1, with Merger Sub 1 surviving such merger (the “Initial Merger”); (ii) Merger Sub 2 shall merge with and into FFG, with FFG surviving such merger (FFG is hereinafter referred to for the periods from and after the Second Merger Effective Time as the “Surviving Company”) (the “Second Merger”); and (iii) subsequently, Merger Sub 1 as the surviving company of the Initial Merger shall merge with and into the Surviving Company as the surviving company of the Second Merger, with the Surviving Company surviving such merger (the “Third Merger”).

Pursuant to the Business Combination Agreement, in respect of the Initial Merger, at the Initial Merger Effective Time:

 

(i)

each unit of PCAC (“PCAC Units” or “Units”) outstanding immediately prior to the Initial Merger Effective Time shall (to the extent not already separated) be automatically severed and the holder thereof shall be deemed to hold one PCAC Class A ordinary share and one-half of one PCAC Warrant in accordance with the terms of the applicable PCAC Unit;

 

(ii)

immediately following the separation of each PCAC Unit, (A) each Eligible PCAC Share shall automatically be canceled in exchange for the right to receive a number of newly issued ordinary share of LGHL (“LGHL Ordinary Shares”) equal to (x) the sum of the aggregate number of Eligible PCAC Shares and the Bonus Pool Size, divided by (y) the aggregate number of Eligible PCAC Shares, subject to rounding pursuant to the terms of the Business Combination Agreement, and shall no longer be outstanding and be canceled and cease to exist by virtue of the Initial Merger, and (B) each (x) PCAC Class A ordinary share other than the Eligible PCAC Shares and (y) PCAC Class B ordinary share issued and outstanding immediately prior to the Initial Merger Effective Time shall automatically be canceled in exchange for the right to receive one (1) newly issued LGHL Ordinary Share, and shall no longer be outstanding and be canceled and cease to exist by virtue of the Initial Merger. As of the Initial Merger Effective Time, each PCAC shareholder shall cease to have any other rights in and to PCAC;

 

(iii)

each outstanding warrant to purchase PCAC Ordinary Shares (“PCAC Warrant”) immediately prior to the Initial Merger Effective Time shall cease to be a warrant with respect to PCAC ordinary shares and be assumed by LGHL and converted into a warrant to purchase one LGHL Ordinary Share (each an “LGHL Warrant”). Each LGHL Warrant shall continue to have and be subject to substantially the same terms and conditions as were applicable to such PCAC Warrant immediately prior to the Initial Merger Effective Time (including any repurchase rights and cashless exercise provisions) in accordance with the provisions of the Assignment, Assumption and Amendment Agreement;

(iv)

the share in Merger Sub 1 issued and outstanding immediately prior to the Initial Merger Effective Time shall continue existing and constitute the only issued and outstanding share in the capital of Merger Sub 1; and

 

(v)

all shares of LGHL that were issued and outstanding immediately prior to the Initial Merger Effective Time shall be surrendered by Sponsor and canceled for no consideration.

Pursuant to the Business Combination Agreement, in respect of the Second Merger, at the Second Merger Effective Time:

 

(i)

each ordinary share, non-voting ordinary share and preferred share in FFG held by the shareholders of FFG (collectively, the “Target Shares”) (other than any FFG Dissenting Shares) issued and outstanding immediately prior to the Second Merger Effective Time shall automatically be canceled in exchange for the right to receive such number of newly issued LGHL Ordinary Shares that is equal to the quotient obtained by dividing the price per Lanvin Group’s share (i.e. US$3.365773) by US$10.00 (the “Exchange Ratio”), subject to rounding pursuant to the terms of the Business Combination Agreement, and shall no longer be outstanding and be canceled and cease to exist by virtue of the Second Merger. As of the Second Merger Effective Time, each FFG shareholder shall cease to have any other rights in and to FFG;

 

(ii)

each FFG Dissenting Share shall automatically be canceled and cease to exist and shall thereafter represent only the right to receive the applicable payments as set forth in the Business Combination Agreement, being the fair value for such FFG Dissenting Share and such other rights as such holder may be entitled under the Companies Act (as amended) of the Cayman Islands (the “Cayman Companies Act”); and

 

(iii)

the share in Merger Sub 2 issued and outstanding immediately prior to the Second Merger Effective Time shall automatically be converted into one ordinary share of the Surviving Company, which ordinary share shall constitute the only issued and outstanding share in the share capital of the Surviving Company.

Pursuant to the Business Combination Agreement, in respect of the Third Merger, at the Third Merger Effective Time:

 

(i)

the ordinary share of the Surviving Company issued and outstanding immediately prior to the Third Merger Effective Time shall be canceled and cease to exist by virtue of the Third Merger; and

 

(ii)

the share in the capital of Merger Sub 1 issued and outstanding immediately prior to the Third Merger Effective Time will automatically be converted into one ordinary share of the Surviving Company, which ordinary share will constitute the only issued and outstanding share in the share capital of the Surviving Company.

Based on the number of PCAC Ordinary Shares and Target Shares currently outstanding, the total number of LGHL Ordinary Shares expected to be issued in connection with the Business Combination is 191,750,000. Holders of PCAC Ordinary Shares outstanding immediately prior to the effective time of the Business Combination (the “Effective Time”) are expected to hold, in the aggregate, approximately 28% of the issued and outstanding LGHL Ordinary Shares immediately following such Effective Time (assuming no redemption of PCAC Ordinary Shares in connection with the Business Combination and no FFG Dissenting Shares).

PCAC’s Units, Class A ordinary shares and public warrants are publicly traded on the New York Stock Exchange (“NYSE”). LGHL will apply to list the LGHL Ordinary Shares and LGHL Warrants on NYSE under the symbols “LANV” and “LANW”, respectively, upon the effective time of the Business Combination. PCAC’s Units will be separated into their component securities and all PCAC securities will cease to be listed on NYSE upon consummation of the Business Combination.

PCAC will hold an Extraordinary General Meeting (the “Special Meeting”) to consider matters relating to the proposed Business Combination. PCAC cannot complete the Business Combination unless PCAC shareholders vote to adopt the Business Combination Agreement and approve the transactions contemplated thereby. PCAC is sending you this proxy statement/prospectus to ask you to vote in favor of these and the other matters described in this document.

The Special Meeting will be held on              2022, at              Eastern Time and conducted via live audio cast at             .

The Special Meeting may be attended virtually online via the Internet, and for purposes of PCAC’s amended and restated memorandum and articles of association, the physical location of the meeting will be at the offices of Simpson Thacher & Bartlett LLP located at 425 Lexington Avenue, New York, New York 10017, United States of America. In light of public health concerns regarding COVID-19, virtual attendance is encouraged and attendees of the physical meeting are required to adhere to the then prevailing COVID-19 measures and regulations implemented by the venue provider and state and local authorities, including, but not limited to, with respect to vaccination, mask-wearing and testing. The venue currently requires attendees to provide proof of vaccination. If you plan on attending in person please email list-            @lists.stblaw.com at least one day prior to the Extraordinary General Meeting.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF PCAC CLASS A ORDINARY SHARES YOU OWN.

If you are a shareholder of PCAC, to ensure your representation at the Special Meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions contained in this proxy statement/prospectus.

Please submit your proxy promptly whether or not you expect to participate in the Special Meeting. Submitting a proxy now will NOT prevent you from being able to vote online during the virtual meeting or in person at the Special Meeting. If you hold your shares in “street name”, you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee.

The PCAC board of directors has unanimously approved the Business Combination Agreement and the transactions contemplated thereby and recommends that its shareholders vote “FOR” adoption of the Business Combination Agreement, and “FOR” the other matters to be considered at the Special Meeting.

If you have any questions or need assistance voting your ordinary shares, please contact             , our proxy solicitor, by calling             , or banks and brokers can call collect at             , or by emailing             . The notice of meeting is and the proxy statement/prospectus relating to the Business Combination will be available at             .

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the Business Combination or the other transactions contemplated thereby, as described in this proxy statement/prospectus, or passed upon the adequacy or accuracy of the disclosure in this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus is dated             , 2022, and is first being mailed to shareholders of PCAC on or about             , 2022.

 

PRIMAVERA CAPITAL ACQUISITION CORPORATION

41/F Gloucester Tower

15 Queen’s Road Central

Hong Kong

NOTICE OF EXTRAORDINARY GENERAL MEETING

TO BE HELD ON             , 2022

TO THE SHAREHOLDERS OF PRIMAVERA CAPITAL ACQUISITION CORPORATION:

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Primavera Capital Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability (“PCAC”), will be held at              Eastern Time, on             , 2022. Accordingly, you are cordially invited to attend and participate in the Extraordinary General Meeting online by visiting              and for purposes of PCAC’s amended and restated memorandum and articles of association, the physical location of the meeting will be at the offices of Simpson Thacher & Bartlett LLP located at 425 Lexington Avenue, New York, New York 10017, United States of America. In light of public health concerns regarding COVID-19, virtual attendance is encouraged and attendees of the physical meeting are required to adhere to the then prevailing COVID-19 measures and regulations implemented by the venue provider and state and local authorities, including, but not limited to, with respect to vaccination, mask-wearing and testing. The venue currently requires attendees to provide proof of vaccination. If you plan on attending in person please email list-            @lists.stblaw.com at least one day prior to the Extraordinary General Meeting. The Extraordinary General Meeting will be held for the following purposes:

 

1)

Proposal No. 1. The Business Combination Proposal - To consider and vote upon a proposal to approve by ordinary resolution: (i) the Business Combination Agreement, dated as of March 23, 2022 (the “Business Combination Agreement”), by and among (i) PCAC, (ii) Lanvin Group Holdings Limited, a Cayman Islands exempted company incorporated with limited liability (“LGHL”), (iii) Lanvin Group Heritage I Limited (“Merger Sub 1”), a Cayman Islands exempted company incorporated with limited liability and wholly-owned subsidiary of LGHL, (iv) Lanvin Group Heritage II Limited (“Merger Sub 2”), a Cayman Islands exempted company incorporated with limited liability and wholly-owned subsidiary of LGHL (Merger Sub 1 and Merger Sub 2, together the “Merger Subs”); and (v) Fosun Fashion Group (Cayman) Limited, a Cayman Islands exempted company incorporated with limited liability (“FFG” or “Lanvin Group”); which, among other things, provides for (a) the merger of PCAC with and into the Merger Sub 1 (with Merger Sub 1 surviving such merger), pursuant to which (A) each Eligible PCAC Share shall automatically be canceled in exchange for the right to receive a number of newly issued ordinary share of LGHL (“LGHL Ordinary Shares”) equal to (x) the sum of the aggregate number of Eligible PCAC Shares and the Bonus Pool Size, divided by (y) the aggregate number of Eligible PCAC Shares, subject to rounding pursuant to the terms of the Business Combination Agreement, and (B) each (x) PCAC Class A ordinary share other than the Eligible PCAC Shares and (y) PCAC Class B ordinary share issued and outstanding immediately prior to the Initial Merger Effective Time shall automatically be canceled in exchange for the right to receive one (1) newly issued LGHL Ordinary Share, and each outstanding warrant to purchase ordinary shares of PCAC will be exchanged for one warrant to purchase one (1) ordinary share of LGHL (“LGHL Warrants”); (b) the merger of Merger Sub 2 with and into FFG (with FFG surviving such merger) (FFG is hereinafter referred to for the periods from and after the Second Merger Effective Time as the “Surviving Company”), pursuant to which each outstanding ordinary share, non-voting ordinary share and preferred share of FFG (other than FFG Dissenting Shares) will be exchanged for the right to receive a number of LGHL Ordinary Shares equal to the Exchange Ratio; and (c) the subsequent merger of Merger Sub 1 with and into the Surviving Company (with the Surviving Company surviving such merger), and upon consummation of the Business Combination on the Closing Date (as defined below), LGHL becoming the ultimate parent company of the Surviving Company and the amended and restated memorandum and articles of association of LGHL attached to this proxy statement/prospectus as Annex B, being adopted and becoming effective and (ii) to approve the transactions contemplated by such agreement, being the “Business Combination” — we refer to this proposal as the “Business

Combination Proposal” and a copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A;

“RESOLVED, as an ordinary resolution, (i) that the business combination contemplated by the Business Combination Agreement, dated as of March 23, 2022 (the “Business Combination Agreement”), by and among PCAC, Lanvin Group Holdings Limited, a Cayman Islands exempted company incorporated with limited liability (“LGHL”), Lanvin Group Heritage I Limited (“Merger Sub 1”), a Cayman Islands exempted company incorporated with limited liability and wholly-owned subsidiary of LGHL, Lanvin Group Heritage II Limited (“Merger Sub 2”), a Cayman Islands exempted company incorporated with limited liability and wholly-owned subsidiary of LGHL (Merger Sub 1 and Merger Sub 2 together the “Merger Subs”); and Fosun Fashion Group (Cayman) Limited, a Cayman exempted company (“FFG” or “Lanvin Group”), pursuant to which several transactions shall occur, including, (a) the merger of PCAC with and into the Merger Sub 1 (with Merger Sub 1 surviving such merger), pursuant to which (A) each Eligible PCAC Share shall automatically be canceled in exchange for the right to receive a number of newly issued ordinary share of LGHL (“LGHL Ordinary Shares”) equal to (x) the sum of the aggregate number of Eligible PCAC Shares and the Bonus Pool Size, divided by (y) the aggregate number of Eligible PCAC Shares, subject to rounding pursuant to the terms of the Business Combination Agreement, and (B) each (x) PCAC Class A ordinary share other than the Eligible PCAC Shares and (y) PCAC Class B ordinary share issued and outstanding immediately prior to the Initial Merger Effective Time shall automatically be canceled in exchange for the right to receive one (1) newly issued LGHL Ordinary Share, and each outstanding warrant to purchase one ordinary share of PCAC will be exchanged for one warrant to purchase one ordinary share of LGHL (“LGHL Warrants”); (b) the Merger Sub 2 with and into FFG (with FFG surviving such merger) (FFG is hereinafter referred to for the periods from and after the Second Merger Effective Time as the “Surviving Company”), pursuant to which each outstanding ordinary share, non-voting ordinary share and preferred share of FFG (other than FFG Dissenting Shares) will be exchanged for the right to receive a number of LGHL Ordinary Shares equal to the Exchange Ratio and each FFG Dissenting Share shall automatically be canceled and cease to exist and shall thereafter represent only the right to receive the applicable payments as set forth in the Business Combination Agreement; and (c) the subsequent merger of Merger Sub 1 with and into the Surviving Company (with the Surviving Company surviving such merger), and upon consummation of the Business Combination on the Closing Date, LGHL becoming the ultimate parent company of the Surviving Company and the amended and restated memorandum and articles of association of LGHL attached to this proxy statement/prospectus as Annex B, being adopted and becoming effective and (ii) the Business Combination be confirmed, ratified and approved in all respects”.

 

2)

Proposal No. 2. The Merger Proposal – To consider and vote upon a proposal to approve, by special resolutions, the merger of PCAC with Merger Sub 1, assuming the Business Combination Proposal is approved and adopted — we refer to this proposal as the “Merger Proposal”;

“RESOLVED, as a special resolution, that Primavera Capital Acquisition Corporation be and is hereby authorized to merge (the “Merger”) with and into Lanvin Group Heritage I Limited, a Cayman Islands exempted company incorporated with limited liability so that Lanvin Group Heritage I Limited will be the surviving company and all the undertaking, property and liabilities of Primavera Capital Acquisition Corporation will vest in Lanvin Group Heritage I Limited by virtue of such merger pursuant to the Cayman Companies Act;

RESOLVED, as a special resolution, that the Plan of Merger in the form attached hereto as Annex C to this proxy statement/prospectus (the “Plan of Merger”) be and are hereby authorized, approved and confirmed in all respects;

RESOLVED, as a special resolution, that Primavera Capital Acquisition Corporation be and is hereby authorized to enter into the Plan of Merger;

RESOLVED, as a special resolution, that there being no holders of any outstanding security interest granted by the Company immediately prior to the Effective Date (as defined in the Plan of Merger), the Plan of Merger be executed by any Director on behalf of the Company and any Director be authorized to submit the Plan of Merger, together with any supporting documentation, for registration to the Registrar of Companies of the Cayman Islands;

RESOLVED, as a special resolution, as at the Effective Date (as defined in the Plan of Merger), the Memorandum and Articles of Association of Lanvin Group Heritage I Limited (being the surviving entity following the Merger) immediately prior to the Merger (and as attached to the Plan of Merger) shall continue to be the memorandum and articles of association of Lanvin Group Heritage I Limited (being the surviving entity under the Merger) after the Merger; and

RESOLVED, as a special resolution that all actions taken and any documents or agreements executed, signed or delivered prior to or after the date of these resolutions by any Director or officer of the Company in connection with the transactions contemplated by the foregoing resolutions be approved, ratified and confirmed in all respects.”

 

3)

Proposal No. 3. The Adjournment Proposal - To consider and vote upon a proposal to adjourn the meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated votes at the time of the meeting, PCAC is not authorized to consummate the Business Combination (the “Adjournment Proposal”)

“RESOLVED, as an ordinary resolution, that the adjournment of the meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the meeting be approved.”

Each of Proposals No. 1 and No. 2 are cross-conditioned on the approval of each other. The Adjournment Proposal is not cross-conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

These items of business are described in the attached proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of PCAC Ordinary Shares at the close of business on             , 2022 are entitled to notice of the meeting and to vote and have their votes counted at the meeting and any adjournments or postponements of the meeting.

After careful consideration, PCAC’s board of directors has determined that the Business Combination Proposal, the Merger Proposal and the Adjournment Proposal are fair to and in the best interests of PCAC and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal and “FOR” the Adjournment Proposal, if presented.

Under the Business Combination Agreement, approval of the Business Combination Proposal and the Merger Proposal are conditions to the consummation of the Business Combination. If the Business Combination Proposal or the Merger Proposal are not approved by PCAC’s shareholders, the Business Combination will not be consummated. The approval of the Business Combination Proposal is a condition to the submission of the other proposals included herein (except the Adjournment Proposal) for shareholder approval.

All PCAC shareholders are cordially invited to attend the meeting online or in person. To ensure your representation at the meeting, however, you are encouraged to complete, sign, date and return the enclosed proxy card as soon as possible after carefully reviewing the attached proxy statement/prospectus. If you are a shareholder of record of PCAC Ordinary Shares, you may also cast your vote in person at the meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the meeting and vote in person, obtain a proxy from your broker or bank. If you do not vote or do not instruct your broker or bank how to vote, it will have the same effect as voting against the Business Combination Proposal and the Merger Proposal, but will have no effect on the other proposals.

A complete list of PCAC shareholders of record entitled to vote at the meeting will be available for ten (10) days before the meeting at the principal executive offices of PCAC for inspection by shareholders during ordinary business hours for any purpose germane to the meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors

 

 

Tong Chen

Chief Executive Officer

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS, AND YOU WILL NOT BE ELIGIBLE TO HAVE YOUR SHARES REDEEMED FOR CASH. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND THAT PCAC REDEEM YOUR SHARES FOR CASH NO LATER THAN 5:00 P.M. EASTERN TIME ON             , 2022 (TWO (2) BUSINESS DAYS PRIOR TO THE EXTRAORDINARY GENERAL MEETING) BY (A) DELIVERING A CONVERSION NOTICE TO PCAC’S TRANSFER AGENT AND (B) TENDERING YOUR SHARES TO PCAC’S TRANSFER AGENT. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARES CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DEPOSIT WITHDRAWAL AT CUSTODIAN (“DWAC”) SYSTEM. AS LONG AS YOU VOTE ON THE BUSINESS COMBINATION PROPOSAL, YOU MAY VOTE EITHER “FOR” OR AGAINST SUCH PROPOSAL WITHOUT AFFECTING YOUR ELIGIBILITY FOR EXERCISING REDEMPTION RIGHTS. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “EXTRAORDINARY GENERAL MEETING OF PCAC SHAREHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS. 

The accompanying proxy statement/prospectus is dated             , 2022 and is first being mailed to Primavera Capital Acquisition Corporation shareholders on or about             , 2022.

TABLE OF CONTENTS

 

		Page
About this Proxy Statement/Prospectus			1
Important Information about IFRS and Non-IFRS Financial Measures			1
Industry and Market Data			1
Frequently Used Terms			2
Summary of the Proxy Statement/Prospectus			6
Summary of the Material Terms of the Business Combination			29
Questions and Answers about the Proposals			49
Forward-Looking Statements			58
Selected Historical Financial Information			60
Selected Unaudited Pro Forma Condensed Combined Financial Information			66
Risk Factors			79
Extraordinary General Meeting of PCAC Shareholders			132
The Business Combination Proposal			137
The Merger Proposal			172
The Adjournment Proposal			173
Certain Tax Considerations			174
Information Related to LGHL			182
Other Information Related to PCAC			185
Selected Financial Data of PCAC			194
PCAC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations			195
Business of Lanvin Group			200
Selected Financial Information of Lanvin Group			230
Management’s Discussion and Analysis of Financial Condition and Results of Operations of Lanvin Group			235
Comparative Share Information			263
Management of LGHL Following the Business Combination			265
Beneficial Ownership of Securities			274
Certain Relationships and Related Person Transactions			277
Description of LGHL Securities			281
Comparison of Corporate Governance and Shareholder Rights			291
Shares Eligible for Future Sale			300
PCAC Securities and Dividend Information			302
Annual Meeting Shareholder Proposals			303
Other Shareholder Communications			304
Legal Matters			305
Experts			306
Delivery of Documents to Shareholders			307
Where You Can Find More Information			308
Index to Financial Statements			F-1
ANNEXES
Annex A: Business Combination Agreement
Annex B: Form of Amended and Restated Memorandum and Articles of Association of LGHL
Annex C: Plan of Merger
Annex D: Form of Proxy for Primavera Capital Acquisition Corporation Extraordinary General Meeting

 

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission, or the “SEC”, by LGHL, constitutes a prospectus of LGHL under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the LGHL Ordinary Shares to be issued to PCAC shareholders, the LGHL Warrants to be issued to PCAC Warrant holders and the LGHL Ordinary Shares underlying such LGHL Warrants, if the Business Combination described herein is consummated. The LGHL Ordinary Shares to be issued and issuable upon exercise of warrants will be represented by LGHL Ordinary Shares, with each LGHL Ordinary Share corresponding to one PCAC Class A Ordinary Share. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the Special Meeting at which PCAC shareholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters.

All information contained in this document relating to PCAC has been supplied by PCAC, all information relating to FFG has been supplied by FFG and all such information relating to LGHL has been supplied by LGHL. Information provided by one entity does not constitute and should not be deemed to constitute any representation, estimate or projection of any other entity.

IMPORTANT INFORMATION ABOUT IFRS AND NON-IFRS FINANCIAL MEASURES

Lanvin Group’s financial statements are prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and referred to in this proxy statement/prospectus as “IFRS”. Lanvin Group refers in various places within this proxy statement/prospectus to contribution profit, adjusted EBITDA and adjusted EBIT which are non-IFRS measures that are more fully explained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Lanvin Group—Non-IFRS Financial Measures”. The presentation of this non-IFRS information is not meant to be considered in isolation or as a substitute for Lanvin Group’s consolidated financial results prepared in accordance with IFRS.

INDUSTRY AND MARKET DATA

In this proxy statement/prospectus, Lanvin Group relies on and refers to industry data, information and statistics regarding the markets in which it competes from research as well as from publicly available information, industry and general publications and research and studies conducted by third parties. Lanvin Group has supplemented this information where necessary with its own internal estimates, considering publicly available information about other industry participants and Lanvin Group’s management’s best view as to information that is not publicly available. This information appears in “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Lanvin Group”, “Industry Overview”, “Business of Lanvin Group” and other sections of this proxy statement/prospectus. Lanvin Group has taken such care as we consider reasonable in the extraction and reproduction of information from such data from third party sources.

Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including, but not limited to, those described under “Risk Factors”. These and other factors could cause results to differ materially from those expressed in the forecasts or estimates from independent third parties and us. Therefore, you should not place undue reliance on these forecasts or estimates.

 

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FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the term “PCAC” refers to Primavera Capital Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability, “LGHL” refers to Lanvin Group Holdings Limited, a Cayman Islands exempted company incorporated with limited liability, and “Lanvin Group” (formerly known as “Fosun Fashion Group” or “FFG”, as the context may require) or the “Group” refers to Fosun Fashion Group (Cayman) Limited, a Cayman Islands exempted company incorporated with limited liability and its consolidated subsidiaries.

Unless context otherwise requires, reference to date or time herein shall refer to the date or time in Hong Kong.

In this document:

“Adjournment Proposal” means a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated votes at the time of the Special Meeting, there are not sufficient votes to approve the Business Combination Proposal.

“Amended and Restated Memorandum and Articles of Association of LGHL” or “Amended LGHL Articles” means the amended and restated memorandum and articles of association of LGHL adopted by the shareholders and board of directors of LGHL in the form agreed upon by PCAC and Lanvin Group prior to the Closing and attached as Annex B hereto.

“Bonus Pool Size” means 3,600,000.

“broker non-vote” means the failure of a PCAC shareholder, who holds his or her shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.

“Business Combination” or “Transactions” means the Mergers and the other transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the Business Combination Agreement, dated as of March 23, 2022, as it may be amended, supplemented or otherwise modified from time to time, by and among PCAC, FFG, LGHL, Merger Sub 1 and Merger Sub 2.

“Business Combination Proposal” means the proposal to approve the Business Combination Agreement and the transactions contemplated thereby.

“Cayman Companies Act” or “Cayman Islands Companies Act” means the Companies Act (As Revised) of the Cayman Islands, as amended.

“China” and the “PRC” means the People’s Republic of China, including the Hong Kong Special Administrative Region and the Macau Special Administrative Region (unless the context otherwise requires) but excluding, for the purposes of this proxy statement/prospectus only, Taiwan.

“Closing” means the closing of the Business Combination.

“Closing Date” means the date on which the Closing actually occurs.

“Code” means the Internal Revenue Code of 1986, as amended.

“Eligible PCAC Shares” means all of the PCAC Class A Ordinary Shares outstanding as of immediately prior to the Initial Merger Effective Time, but excluding (i) all of the PCAC Class A Ordinary Shares that will be

 

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redeemed pursuant to the redemption of all or a portion of the PCAC Ordinary Shares at a per share price, payable in cash, equal to a pro rata share of the aggregate amount on deposit in the Trust Account pursuant to the election of eligible holders thereof in accordance with the articles of association of PCAC in connection with the Transaction Proposals, and (ii) all of the PCAC Class A Ordinary Shares that may have been issued upon the exercise of any PCAC Warrants or in connection with the Private Placements.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Fosun Group” means Fosun International and its affiliates.

“Fosun International” or “Fosun” means Fosun International Limited, a company incorporated in Hong Kong with limited liability.

“Founder Shares” means PCAC Class B Ordinary Shares initially purchased by the Sponsor in a private placement prior to the IPO, of which 12,350,000 are currently outstanding.

“IFRS” refers to International Financial Reporting Standards as issued by the International Accounting Standards Board (“IASB”).

“Initial Merger Effective Time” means the time when the plan of Initial Merger has been registered by the Registrar of Companies of the Cayman Islands or at such later time as may be agreed by Lanvin Group and PCAC in writing and specified in the plan of Initial Merger (being not later than the 90th day after registration by the Registrar of Companies of the Cayman Islands).

“Interim Period” means the period between the signing of the Business Combination Agreement and the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms.

“Investor Rights Agreement” means the investor rights agreement in substantially the form attached as an exhibit to the Business Combination Agreement.

“IPO” means the initial public offering of units of PCAC consummated on January 26, 2021.

“IRS” means the Internal Revenue Service of the United States.

“Lanvin Group Acquisition Proposal” means, other than the Transactions, any proposal or offer from any person (other than PCAC) relating to, in one transaction or a series of transactions, whether by merger, consolidation, scheme of arrangement, business combination, reorganization, recapitalization, purchase or issuance of equity securities, purchase of assets, tender offer or otherwise, (a) any direct or indirect acquisition of 20% or more of the consolidated total assets of the Lanvin Group and its subsidiaries or assets to which 20% or more of the consolidated revenue of Lanvin Group and its subsidiaries are attributable, (b) any direct or indirect acquisition of voting equity securities representing 20% or more of the voting power of Lanvin Group or of one or more of Lanvin Group and/or its subsidiaries which comprise more than 20% of the consolidated total assets, revenues or earning power of Lanvin Group and its subsidiaries taken as a whole, (c) any issuance by Lanvin Group of more than 20% of its voting equity securities, or (d) any combination of the foregoing.

“Lanvin Group and LGHL Fundamental Warranties” means the warranties specified in Section 3.1 (Organization, Good standing and Qualification), Section 3.2 (Capitalization and Voting Rights), Section 3.3 (Authorization), Section 3.4 (Consents; No Conflicts); Section 3.16 (Brokers), Section 5.1 (Organization, Good standing and Qualification), Section 5.2 (Capitalization and Voting Rights), Section 5.3 (Authorization) and Section 5.7 (Brokers) of the Business Combination Agreement.

“Lanvin Group Shareholders Approval” means (i) the approval and adoption of the Business Combination Agreement and the Transactions contemplated thereby, (ii) the approval and adoption of the amendment of the

 

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Second Amended and Restated Memorandum and Articles of Association of Lanvin Group as contemplated by the Business Combination Agreement, (iii) a consent from the Investors (as defined in the Second Amended and Restated Memorandum and Articles of Association of Lanvin Group) for exempting the Transactions from Article 10 (Anti-Dilution Protection) of such Second Amended and Restated Memorandum and Articles of Association, (iv) a consent from holders of majority of Lanvin Group’s issued preferred shares for exempting the Transactions from Section 1.1 (Liquidation Rights) and Section 1.3 (Conversion Rights) of Schedule I of the Second Amended and Restated Memorandum and Articles of Association, and (v) the approval and adoption of the plan of Initial Merger.

“LGHL Ordinary Shares” means (i) prior to the Share Sub-Division ordinary shares, par value $1.00 per share, of LGHL, and (ii) upon the completion of the Share Sub-Division, ordinary shares, par value $0.000001 per share, of LGHL

“LGHL Private Warrant” means one whole warrant entitling the holder thereof to purchase one (1) LGHL Ordinary Share at a purchase price of $11.50 per share, purchased in connection with a private placement.

“LGHL Public Warrant” means one whole warrant entitling the holder thereof to purchase one (1) LGHL Ordinary Share at a purchase price of $11.50 per share.

“Lock-up Agreements” mean (i) the Lock-up Agreement among PCAC, the Sponsor, FFG, certain other holders of PCAC Class B Ordinary Shares and certain shareholders of FFG, dated March 23, 2022; and (ii) the Lock-up Agreement among PCAC, FFG and certain additional shareholders of FFG, dated June 9, 2022.

“Material Subsidiary” means (i) each of Arpège SAS, St. John Knits International, Incorporated, Wolford Aktiengesellschaft, Raffaele Caruso S.p.A or Sergio Rossi S.p.A, and (ii) each other subsidiary of the Company other than those which, when considered individually or in the aggregate as a single subsidiary, would not constitute a “significant subsidiary” as such term is defined in Rule 1-02(w) of Regulation S-X.

“Mergers” means each of: (i) the merger of PCAC with and into Merger Sub 1, with Merger Sub 1 surviving such merger (the “Initial Merger”); (ii) the merger of Merger Sub 2 with and into FFG, with FFG surviving such merger (FFG is referred to for the periods from and after the Second Merger Effective Time as the “Surviving Company”) (the “Second Merger”); and (iii) the subsequent merger of Merger Sub 1 as the surviving company of the Initial Merger with and into the Surviving Company as the surviving company of the Second Merger, with the Surviving Company surviving such merger (the “Third Merger”). Pursuant to the Mergers, prior unitholders, shareholders and warrantholders of PCAC and FFG will receive securities of LGHL, and the Surviving Company will become a wholly owned subsidiary of LGHL.

“Merger Proposal” refers to the proposal to approve the Mergers.

“Merger Subs” means each of Lanvin Group Heritage I Limited (“Merger Sub 1”) and Lanvin Group Heritage II Limited (“Merger Sub 2”), each a Cayman Islands exempted company incorporated with limited liability.

“Minimum Cash Condition” means the sum of (i) the amount of cash and cash equivalents available in the Trust Account following the Special Meeting, after deducting the amounts required to satisfy the Redemption, plus (ii) the aggregate amount of proceeds of the Private Placement actually received by LGHL or PCAC prior to or substantially concurrently with the Closing, plus (iii) as of immediately prior to the Closing, the amount of cash and cash equivalents held by PCAC without restriction outside of the Trust Account and any interest earned on the amount of cash held inside the Trust Account (in each case of (i), (ii) and (iii), prior to payment of the accrued and unpaid transaction expenses) is at least US$350,000,000, as a condition to closing the Business Combination.

“NYSE” means the New York Stock Exchange.

 

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“PCAC Acquisition Proposal” means any proposal or offer from any person (other than Lanvin Group, LGHL or any Merger Sub) relating to, in one transaction or a series of transactions, any “initial business combination” as described under PCAC’s IPO prospectus involving PCAC or all or a material portion of the assets, equity securities or businesses of PCAC (whether by merger, consolidation, recapitalization, purchase or issuance of equity securities, purchase of assets, tender offer or otherwise), other than the Transactions.

“PCAC Board” means the board of directors of PCAC.

“PCAC Class A Ordinary Share” means Class A ordinary shares of PCAC, par value US$0.0001 per share.

“PCAC Class B Ordinary Share” means Class B ordinary shares of PCAC, par value US$0.0001 per share.

“PCAC Fundamental Warranties” means the warranties specified in Section 5.1 (Organization, Good standing and Qualification), Section 5.2 (Capitalization and Voting Rights), Section 5.3 (Authorization), Section 5.4 (Consents; No Conflicts) and Section 5.7 (Brokers) of the Business Combination Agreement.

“PCAC Initial Shareholders” means holders of Founder Shares prior to the IPO, including the Sponsor and certain directors of PCAC.

“PCAC Ordinary Shares” means PCAC Class A Ordinary Shares and PCAC Class B Ordinary Shares.

“PCAC Shareholders Approval” means (i) the approval of the Business Combination and the approval of the Business Combination Agreement, the plan in respect of the Initial Merger and the Initial Merger by an affirmative vote of the holders of at least two-thirds of PCAC’s shares as, being present and entitled to do so, vote in person or, where proxies are allowed, by proxy at a PCAC shareholders’ meeting duly called by the PCAC Board held for such purpose and (ii) the approval of any other Transaction Proposals.

“PCAC Units” or “Units” means units issued in the IPO, each consisting of one PCAC Ordinary Share and one-half of one warrant of PCAC to purchase one PCAC Ordinary Share.

“PCAC Warrant” means a warrant to purchase one PCAC Ordinary Share at a price of $11.50 per share.

“public shareholders” means the holders of public shares, including the PCAC Initial Shareholders and members of the PCAC management team, provided that each PCAC Initial Shareholder’s and member of PCAC’s management team’s status as a “public shareholder” shall only exist with respect to such public shares.

“public shares” means PCAC Shares issued as part of the units sold in the IPO.

“public warrants” means the warrants included in the units sold in the IPO, each of which is exercisable for one PCAC Ordinary Share, in accordance with its terms.

“Record Date” refers to the record date for determining the holders of PCAC Ordinary Shares that can vote at the Special Meeting, which has been set as             , 2022.

“Redemption” means the right of the holders of public shares to have their shares redeemed in accordance with the procedures set forth in this proxy statement/prospectus.

“Redemption Price” means an amount equal to a pro rata portion of the aggregate amount then on deposit in the Trust Account in accordance with the amended and restated memorandum and articles of association of PCAC (as equitably adjusted for shares subdivisions, shares dividends, consolidations, recapitalizations and the like after the Closing). The redemption price will be calculated two days prior to the completion of the Business Combination in accordance with the amended and restated memorandum and articles of association of PCAC, as currently in effect.

 

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“SEC” means the U.S. Securities and Exchange Commission.

“Second Merger Effective Time” means the time when the plan of Second Merger has been registered by the Registrar of Companies of the Cayman Islands or at such later time as may be agreed by Lanvin Group and PCAC in writing and specified in the plan of Second Merger (being not later than the 90th day after registration by the Registrar of Companies of the Cayman Islands).

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Sponsor” means Primavera Capital Acquisition LLC, a Cayman Islands limited liability company.

“Third Merger Effective Time” means the time when the plan of Third Merger has been registered by the Registrar of Companies of the Cayman Islands or at such later time as may be agreed by Lanvin Group and PCAC in writing and specified in the plan of Third Merger (being not later than the 90th day after registration by the Registrar of Companies of the Cayman Islands).

“Transaction Documents” means, collectively, the Business Combination Agreement, the confidentiality agreement, dated as of March 24, 2021, by and between PCAC and Lanvin Group, the Private Placement Agreements, the Sponsor Support Deed, the Lanvin Group Shareholder Support Deed, the Investor Rights Agreement, the Lock-Up Agreement, the Assignment, Assumption and Amendment Agreement, the plan of Initial Merger, the plan of Second Merger, the plan of Third Merger and such other documents required by applicable laws to make the Mergers effective and any other agreements, documents or certificates entered into or delivered pursuant thereto, and the expression “Transaction Document” means any one of them.

“Transaction Proposals” means, collectively, (i) the Business Combination, the Business Combination Agreement, the plan of Initial Merger, and the other Transaction Documents, the Mergers and the other Transactions, (ii) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the proxy statement/prospectus or correspondence related thereto, (iii) any other proposals as reasonably agreed by PCAC and Lanvin Group to be necessary or appropriate in connection with the Business Combination, and (iv) adjournment of PCAC’s shareholder meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing.

“Trust Account” means the trust account that holds a portion of the proceeds of the IPO and the concurrent sale of warrants to the Sponsor in a private placement.

“Underwriting Agreement” means the Underwriting Agreement dated January 21, 2021 among PCAC, Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc., as representatives of the several underwriters named therein.

“$”, “USD”, “US$” and “U.S. dollar” each means the currency in dollars of the United States of America.

“U.S.” means the United States of America.

“U.S. GAAP” means United States generally accepted accounting principles.

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the Special Meeting, including the Business Combination, you should read this entire document carefully, including the Business Combination Agreement attached as Annex A to this proxy statement/prospectus. The Business

 

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Combination Agreement is the legal document that governs the Mergers and the other transactions that will be undertaken in connection with the Business Combination. It is also described in detail in this proxy statement/prospectus in the section entitled “Summary of the Material Terms of the Business Combination”.

The Parties

PCAC

PCAC is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. PCAC was incorporated on July 16, 2020, under the laws of Cayman Islands. PCAC intended to focus on targets that are global consumer companies with a significant China presence or a compelling China potential.

On January 26, 2021, PCAC consummated its initial public offering of 41,400,000 Units (including the exercise of the over-allotment option in the amount of 5,400,000 Units), with each Unit consisting of one PCAC Ordinary Share and one-half of one warrant to acquire one PCAC Ordinary Share upon the consummation of an initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $414,000,000. Simultaneously with the consummation of the IPO, PCAC consummated a private placement of an aggregate of 10,280,000 private warrants to the Sponsor. The private warrants were sold at an offering price of $1.00 per warrant, generating gross proceeds of $10,280,000. A total of $414,000,000 was deposited into the Trust Account and the remaining proceeds became available to be used as working capital to provide for business, legal and accounting due diligence for prospective business combinations and continuing general and administrative expenses. The initial public offering was conducted pursuant to a registration statement on Form S-1 (Reg. No. 333-251917) that became effective on January 21, 2021. As of the date of this proxy statement/prospectus, there was approximately $             million held in the Trust Account.

Upon consummation of the Business Combination, the funds in the Trust Account will be used by LGHL to pay holders of the public shares who exercise redemption rights, to pay fees and expenses incurred in connection with the Business Combination with PCAC (including fees of an aggregate of approximately $14,490,000 to certain underwriters in connection with the Business Combination as set forth in the underwriting agreement), for expenses related to prior proposed business combinations that were not consummated and for working capital and general corporate purposes of LGHL.

PCAC Units, PCAC Ordinary Shares, and PCAC Warrants are listed on the NYSE under the symbols “PV.U”, “PV”, and “PV WS”, respectively.

The mailing address of PCAC’s principal executive office is 41/F Gloucester Tower, 15 Queen’s Road Central, Hong Kong. Upon the consummation of the Business Combination, PCAC will merge with and into a wholly owned subsidiary of LGHL.

FFG, Lanvin Group

FFG (Fosun Fashion Group (Cayman) Limited) is an exempted company with limited liability incorporated in the Cayman Islands. FFG and its consolidated subsidiaries are referred to as “Lanvin Group”, unless the context otherwise requires. Lanvin Group is a holding company of various luxury fashion brand portfolios including Lanvin, Sergio Rossi, Wolford, St. John and Caruso.

The mailing address of Lanvin Group’s principal office is 3701-02, Tower S2, Bund Finance Center, 600 Zhongshan Rd East No.2, Shanghai, 200010, China. Upon consummation of the Business Combination, Lanvin Group will become a wholly-owned subsidiary of LGHL.

For more information about Lanvin Group, see the sections entitled “Business of Lanvin Group” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Lanvin Group”.

 

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LGHL

Immediately following the Business Combination, LGHL will qualify as a foreign private issuer as defined in Rule 3b-4 under the Exchange Act. LGHL was incorporated on October 13, 2021, solely for the purpose of effectuating the Business Combination described herein. LGHL was incorporated under the laws of the Cayman Islands as an exempted company limited by shares. LGHL does not own any material assets and does not operate any business and will not operate any business until the consummation of the Business Combination.

As of the consummation of the Business Combination, the number of directors of LGHL is expected to be increased to seven, three of whom shall be independent directors. The mailing address of LGHL is 3701-02, Tower S2, Bund Finance Center, 600 Zhongshan Rd East No.2, Shanghai, 200010, China. After the consummation of the Business Combination, LGHL will become the continuing public company.

Merger Subs

Merger Sub 1 is a Cayman Islands exempted company incorporated with limited liability wholly-owned by Lanvin Group that was incorporated on November 10, 2021 to facilitate the consummation of the Business Combination. In connection with the Business Combination, PCAC shall merge with and into Merger Sub 1, with Merger Sub 1 surviving such merger. The registered address of Merger Sub 1 is at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

Merger Sub 2 is a Cayman Islands exempted company incorporated with limited liability, wholly-owned by Lanvin Group, that was incorporated on November 10, 2021 to facilitate the consummation of the Business Combination. In connection with the Business Combination, Merger Sub 2 shall merge with and into FFG, with FFG surviving such merger. The registered address of Merger Sub 2 is at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

The Business Combination Proposal

On March 23, 2022, PCAC, Lanvin Group, LGHL, Merger Sub 1 and Merger Sub 2 entered into the Business Combination Agreement, which provides for, among other things, the following transactions:

 

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at the Closing and immediately prior to the Initial Merger Effective Time, LGHL will effect a share subdivision such that each authorized, issued and unissued share of LGHL of a par value of US$1.00 is subdivided on a 1,000,000:1 basis into 1,000,000 shares of a par value US$0.000001 each (the “Share Subdivision”);

 

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immediately upon completion of the Share Sub-division, Fosun Fashion Holdings (Cayman) Limited will transfer all of the share capital of LGHL to the Sponsor for nil consideration;

 

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the subscriptions by each of (i) Aspex Master Fund and (ii) Sky Venture Partners L.P. (collectively, the “Forward Purchase Investors”) of certain PCAC Class A Ordinary Shares and PCAC Warrants in accordance with the terms of the applicable Forward Purchase Agreement, dated January 4, 2021 or January 5, 2021, by and among PCAC, the Sponsor and such Forward Purchase Investor (collectively and as may be amended and supplemented from time to time in accordance with the terms therein, the “Forward Purchase Agreements”) shall be consummated immediately prior to the completion of the Initial Merger or otherwise in accordance with the terms of the Forward Purchase Agreements (collectively, the “Forward Purchase Subscriptions”);

 

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at the Initial Merger Effective Time, PCAC will merge with and into Merger Sub 1, with Merger Sub 1 being the surviving entity and becoming a wholly-owned subsidiary of LGHL;

 

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in connection with the Initial Merger, (i) each PCAC Unit outstanding immediately prior to the Initial Merger Effective Time will (to the extent not already separated) be automatically severed and the

 

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holder thereof will be deemed to hold one PCAC Class A ordinary share and one-half of a PCAC Warrant, (ii) immediately following the separation of each PCAC Unit, (A) each Eligible PCAC Share shall automatically be canceled in exchange for the right to receive a number of newly issued ordinary share of LGHL (“LGHL Ordinary Shares”) equal to (x) the sum of the aggregate number of Eligible PCAC Shares and the Bonus Pool Size, divided by (y) the aggregate number of Eligible PCAC Shares, subject to rounding pursuant to the terms of the Business Combination Agreement, and shall no longer be outstanding and shall be canceled and shall cease to exist by virtue of the Initial Merger, and (B) each (x) PCAC Class A ordinary share other than the Eligible PCAC Shares and (y) PCAC Class B ordinary share issued and outstanding immediately prior to the Initial Merger Effective Time shall automatically be canceled in exchange for the right to receive one (1) newly issued LGHL Ordinary Share, and shall no longer be outstanding and shall be canceled and shall cease to exist by virtue of the Initial Merger, (iii) each PCAC Warrant outstanding immediately prior to the Initial Merger Effective Time will be assumed by LGHL and converted into a warrant to purchase one LGHL Ordinary Share, (iv) the share in the capital of Merger Sub 1 issued and outstanding immediately prior to the Initial Merger Effective Time will continue existing and constitute the only issued and outstanding share capital of Merger Sub 1, and (v) all LGHL Ordinary Shares issued and outstanding immediately prior to the Initial Merger Effective Time will be surrendered by the Sponsor and canceled for no consideration;

 

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immediately following the Initial Merger, Merger Sub 2 will merge with and into FFG, with FFG being the surviving entity and becoming a wholly-owned subsidiary of LGHL (FFG is hereinafter referred to for the periods from and after the Second Merger Effective Time as the “Surviving Company”);

 

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in connection with the Second Merger, (i) each ordinary share, non-voting ordinary share and preferred share of Lanvin Group issued and outstanding immediately prior to the Second Merger Effective Time (other than any such shares that are held by shareholders of Lanvin Group who have complied with all of the requirements of Section 238 of the Cayman Companies Act prior to the vote on the Second Merger, the “FFG Dissenting Shares”) will automatically be canceled in exchange for the right to receive such number of newly issued LGHL Ordinary Shares that is equal to the Exchange Ratio, subject to rounding, pursuant to the terms of the Business Combination Agreement, and will no longer be outstanding and shall be canceled and shall cease to exist by virtue of the Second Merger, (ii) each FFG Dissenting Share shall automatically be canceled and cease to exist and shall thereafter represent only the right to receive the applicable payments as set forth in the Business Combination Agreement, being the fair value for such FFG Dissenting Share and such other rights as such holder may be entitled under the Cayman Companies Act, and (iii) the share in the capital of Merger Sub 2 issued and outstanding immediately prior to the Second Merger Effective Time will automatically be converted into one ordinary share of the Surviving Company, which ordinary share will constitute the only issued and outstanding share in the share capital of the Surviving Company;

 

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immediately following the completion of the First Merger and the Second Merger, the PIPE Investment shall be consummated;

 

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immediately following the PIPE Investment, Merger Sub 1 will merge with and into the Surviving Company, with the Surviving Company being the surviving entity; and

 

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in connection with the Third Merger, (i) the ordinary share of the Surviving Company issued and outstanding immediately prior to the Third Merger Effective Time will be canceled and cease to exist by virtue of the Third Merger, and (ii) the share in the capital of Merger Sub 1 issued and outstanding immediately prior to the Third Merger Effective Time will automatically be converted into one ordinary share of the Surviving Company, which ordinary share will constitute the only issued and outstanding share in the share capital of the Surviving Company.

For more information about the Business Combination, please see the sections entitled “Summary of the Material Terms of the Business Combination”. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

 

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Effect of the Transactions on Existing PCAC Securities in the Business Combination

Subject to the terms and conditions of the Business Combination Agreement, the Business Combination will result in, among other things, the following:

 

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each PCAC Unit will (to the extent not already separated) be automatically severed and the holder thereof will be deemed to hold one PCAC Class A ordinary share and one-half of one PCAC Warrant, which underlying PCAC securities shall be treated in accordance with the following terms, as applicable:

 

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each Eligible PCAC Share shall automatically be canceled in exchange for the right to receive a number of LGHL Ordinary Shares equal to (x) the sum of the aggregate number of Eligible PCAC Shares and the Bonus Pool Size, divided by (y) the aggregate number of Eligible PCAC Shares, subject to rounding, pursuant to the terms of the Business Combination Agreement;

 

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each (i) PCAC Class A ordinary share other than the Eligible PCAC Shares and (ii) PCAC Class B ordinary share issued and outstanding immediately prior to the Initial Merger Effective Time shall automatically be canceled in exchange for the right to receive one (1) newly issued LGHL Ordinary Share; and

 

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each PCAC Warrant will automatically cease to represent a right to acquire PCAC Class A Ordinary Shares and will be converted into a warrant to purchase one (1) LGHL Ordinary Share on substantially the same terms and conditions as were applicable to such PCAC Warrant immediately prior to the Initial Merger Effective Time.

Conditions to Closing of the Business Combination

The respective obligations of each party to the Business Combination Agreement to consummate the Transactions, are subject to the satisfaction, or written waiver by all of the parties thereto, at or prior to the Closing of the following conditions:

 

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the PCAC Shareholders Approval shall have been obtained and remain in full force and effect;

 

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the Lanvin Group Shareholders Approval (as defined in the Business Combination Agreement) shall have been obtained and remain in full force and effect;

 

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the waiting period or periods (including any extension thereof) applicable to the consummation of the transactions contemplated under the Business Combination Agreement under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), shall have terminated or expired;

 

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this proxy statement/prospectus shall have become effective under the Securities Act and no stop order suspending the effectiveness of this proxy statement/prospectus shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn;

 

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(i) LGHL’s initial listing application with NYSE in connection with the Transactions shall have been approved and LGHL will, immediately following the Closing, satisfy any applicable initial and continuing listing requirements of NYSE, and LGHL shall not have received any notice of non-compliance therewith, and (ii) the LGHL Ordinary Shares to be issued in connection with the Transactions shall have been approved for listing on NYSE, subject to official notice of issuance;

 

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no governmental authority shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) or governmental order that is then in effect and which has the effect of making the Transactions illegal or which otherwise prevents or prohibits consummation of the Transactions; and

 

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upon the Closing and after giving effect to any redemption of PCAC Ordinary Shares and the Private Placement, LGHL will have net tangible assets of at least US$5,000,001.

 

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The obligations of the parties to the Business Combination Agreement to consummate the Business Combination are subject to additional conditions, as described more fully in the section entitled “Summary of the Material Terms of the Business Combination — Conditions to Closing of the Business Combination”.

Ancillary Agreements

Subscription Agreements (PIPE Investment)

Concurrently with the execution of the Business Combination Agreement, LGHL and PCAC entered into subscription agreements (the “Initial PIPE Subscription Agreements”, and together with the Additional PIPE Subscription Agreements, the “PIPE Subscription Agreements”) with certain investors. Pursuant to the Initial PIPE Subscription Agreements, certain investors (the “Initial PIPE Investors”) agreed to subscribe for, and LGHL agreed to issue to such Initial PIPE Investors, certain LGHL Ordinary Shares (together with additional subscriptions by certain investors, if any, of certain LGHL Ordinary Shares pursuant to certain additional subscription agreements to be entered after the date of the Business Combination Agreement and prior to the date on which PCAC Shareholders Approval is obtained (the “Additional PIPE Subscription Agreements”), the “PIPE Investment”, and together with the Forward Purchase Subscriptions, the “Private Placement”). The PIPE Subscription Agreements provide for certain customary registration rights. For additional information, see “Summary of the Material Terms of the Business Combination — Ancillary Agreements — Subscription Agreements (PIPE Investment)”.

Sponsor Support Deed

Concurrently with the execution of the Business Combination Agreement, PCAC, LGHL, the Sponsor, certain other holders of Class B ordinary shares of PCAC (the “Other Class B Shareholders”) and Lanvin Group entered into the Sponsor Support Deed (the “Sponsor Support Deed”), pursuant to which the Sponsor and such Other Class B Shareholders agreed to, among other things, (i) vote all of their ordinary shares and preferred shares of PCAC held of record or thereafter acquired in favor of the Business Combination Agreement and the transactions contemplated thereby, (ii) be bound by certain covenants and agreements in the Business Combination Agreement, including non-solicitation restrictions and (iii) be bound by certain transfer restrictions with respect to their shares of PCAC, in each case, on the terms and subject to the conditions set forth in the Sponsor Support Deed, and pursuant to which the Sponsor also agreed to, immediately prior to the consummation of the Initial Merger, irrevocably forfeit and surrender certain Class B ordinary shares of PCAC to PCAC for no consideration.

FFG Shareholder Support Deed

Concurrently with the execution of the Business Combination Agreement, PCAC, LGHL, FFG and certain existing shareholders of FFG entered into a Shareholder Support Deed (the “FFG Shareholder Support Deed”), pursuant to which such existing shareholders of FFG have agreed to, among other things, (i) vote all of their ordinary shares and preferred shares of FFG held of record or thereafter acquired in favor of the Business Combination Agreement and the transactions contemplated thereby, (ii) be bound by certain covenants and agreements in the Business Combination Agreement, including non-solicitation and (iii) be bound by certain transfer restrictions with respect to their shares of FFG, in each case on the terms and subject to the conditions set forth in the FFG Shareholder Support Deed, and pursuant to which Fosun Fashion Holdings (Cayman) Limited also agreed to, immediately prior to the consummation of the Second Merger, irrevocably forfeit and surrender certain ordinary shares of FFG to FFG for nil consideration. Certain existing shareholders of FFG subsequently acceded to the deed.

Lock-up Agreement

In connection with the execution of the Business Combination Agreement, LGHL, PCAC, certain existing shareholders of FFG, the Sponsor and the Other Class B Shareholders entered into the Lock-up Agreements. For

 

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additional information, see “Summary of the Material Terms of the Business Combination—Ancillary Agreements—Lock-up Agreements”.

Investor Rights Agreement

Concurrently with the execution of the Business Combination Agreement, LGHL, the Sponsor, PCAC, FFG and certain existing shareholders of FFG entered into the Investor Rights Agreement, pursuant to which, among other things, (i) LGHL agreed to register for resale, pursuant to Rule 415 under the Securities Act, within a certain time period after the Closing Date, certain LGHL ordinary shares and other equity securities of LGHL held by certain parties from time to time, (ii) the Sponsor and such existing shareholders of FFG will be granted certain registration rights with respect to their respective LGHL ordinary shares, in each case, on the terms and subject to the conditions set forth in the Investor Rights Agreement, and (iii) LGHL agreed that its board of directors shall initially consist of seven (7) directors, with the Sponsor having the right to appoint and remove one (1) individual to serve as a director and the remaining directors nominated by the nominating committee of the board of directors of LGHL in consultation with the Sponsor and in accordance with such nominating committee’s policies and procedures. Certain existing shareholders of FFG subsequently acceded to the agreement.

Warrant Assignment, Assumption and Amendment Agreement

Concurrently with the execution of the Business Combination Agreement, LGHL, PCAC and Continental Stock Transfer & Trust Company entered into an amendment and restatement (the “Assignment, Assumption and Amendment Agreement”) of that certain Warrant Agreement, dated January 21, 2021, by and between PCAC and Continental Stock Transfer & Trust Company (the “Existing Warrant Agreement”), pursuant to which, among other things, effective as of the Initial Merger Effective Time, PCAC will assign all of its right, title and interest in the Existing Warrant Agreement to LGHL.

PCAC Board of Directors’ Reasons for the Approval of the Business Combination

In evaluating the transaction with Lanvin Group, the PCAC Board consulted with its management, legal counsel as well as financial and other advisors, the board assessed the financial statements and internal projections of Lanvin Group as part of the evaluation process and considered and evaluated a number of other factors. In particular, the PCAC Board considered the following positive factors, although not weighted or in any order of significance, in deciding to approve the Business Combination Proposal:

Global Luxury Platform. Lanvin Group has adopted a balanced global growth strategy, with market specific focuses on Asia and North America, the two largest markets of luxury goods consumption in the world. Lanvin Group has a strong foundation in Europe, with nearly half of the Group’s revenue currently derived from EMEA in 2021. In addition, the Group is placing a strategic emphasis on realizing the brands’ untapped potential in both Asia and North America. Lanvin Group is the first and the only global luxury platform headquartered in China, the main growth driver of the highly attractive and resilient global luxury market.

Diverse Heritage Brands. Lanvin Group is engaged in producing luxury, high quality products in order to attract and retain high-end customers building a deep, loyal customer base. Lanvin Group owns a diverse portfolio of five iconic luxury heritage brands, empowered by strategic alliances with various strategic partners.

Proven Track Record. Lanvin Group has proven market outperforming track record in terms of growth with significant future runway through organic growth and acquisitions.

Unique Management Structure. Lanvin Group has a seasoned management team structured by a unique “Dual-Engine” model in China and globally, with in-house design studio complemented by creative talent platforms in both Europe and China to meet rising market demands.

 

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Strong Growth Prospects. Lanvin Group operates in the personal luxury goods industry, which the PCAC Board believes is an attractive industry with strong growth prospects, in particular, given the shift in consumer preferences in recent years induced by the COVID-19 pandemic and other macroeconomic factors. Following a review of industry trends, the way Lanvin Group’s competitive position and business strategy are evolving and other factors, the PCAC Board believes Lanvin Group is well-positioned to further capitalize on these trends.

Satisfactory Due Diligence. The PCAC Board reviewed and discussed in detail the results of the due diligence examination of Lanvin Group conducted by PCAC’s management team and advisors, including virtual meetings with the management team and advisors of Lanvin Group regarding Lanvin Group’s business, operations, prospects and forecasts, valuation analyses with respect to the Business Combination, review of material contracts (including Lanvin Group’s strategic alliances) and other material matters, as well general financial, technical, legal, regulatory and accounting due diligence, and is satisfied with such results.

Strong Financial Condition. The PCAC Board reviewed factors such as Lanvin Group’s historical financial results, outlook and business and financial plans, as well as the financial profiles of publicly traded companies in the personal luxury goods industry. In reviewing these factors, the PCAC Board believed that Lanvin Group was well-positioned in its industry for potential strong future growth and therefore was likely to be positively viewed by public investors.

Reasonableness of Consideration. Following a review of the financial data provided to PCAC and the due diligence of Lanvin Group’s business conducted by PCAC’s management, Simpson, local counsel in certain applicable jurisdictions and KPMG and taking into account the valuation of the business in previous private funding rounds and the trading multiples of the publicly-listed comparable companies, the PCAC Board determined that the aggregate consideration to be paid in the Business Combination was reasonable.

Commitment to Sustainability. Lanvin Group is committed to operating its businesses in the best interests of the environment and working together with its employees, suppliers and customers to ensure long-term sustainable growth. It aims to develop its business in step with sustainable policies on environmental and social issues, and is committed to a process of continual improvement on these important matters as a key driver of future growth.

Post-Closing Economic Interest in Lanvin Group. If the Business Combination is consummated, PCAC shareholders (other than PCAC shareholders that sought redemption of their PCAC Class A Ordinary Shares) would have a meaningful economic interest in Lanvin Group and as a result would have a continuing opportunity to benefit from the success of Lanvin Group following the consummation of the Business Combination.

Continued Significant Ownership by Lanvin Group. The PCAC Board considered that FFG’s existing shareholders would be receiving a significant amount of LGHL Ordinary Shares in the proposed Business Combination and that Lanvin Group’s principal shareholders are “rolling over” their existing equity interests of Lanvin Group into equity interests in LGHL and are also agreeing to be subject to a “lock-up” in certain cases. FFG’s existing shareholders are expected to hold approximately 65% of the pro forma ownership of the Surviving Company after Closing, assuming (i) none of the public shareholders exercise their redemption rights in connection with the Business Combination and (ii) that no Lanvin Group shareholder exercises its dissenters’ rights. If the actual facts are different from these assumptions, the percentage ownership retained by Lanvin Group’s existing shareholders in the Surviving Company will be different.

Involvement of PIPE Investors. The agreement of the PIPE Investors to invest $50 million in LGHL at the Closing at $10.00 per share.

Support of FFG Shareholders. The fact that a majority of FFG’s existing shareholders have delivered a FFG Shareholder Support Deed, demonstrating the Lanvin Group existing shareholders’ support of the Business Combination.

 

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Post-Business Combination Corporate Governance. The fact that the Sponsor will have certain post-closing corporate governance rights in LGHL, including the right to appoint a director to LGHL’s board of directors (subject to the Sponsor holding 50% of the LGHL Ordinary Shares held by it on the listing date of the Shares on the NYSE), as further described in “Management of LGHL Following the Business Combination — Terms of Directors and Executive Officers”.

Bonus Pool Arrangement. Eligible holders of PCAC Class A Ordinary Shares who do not elect to redeem their PCAC shares will share a bonus pool of 3,600,000 LGHL Ordinary Shares on a pro rata basis, which will effectively provide such holders with a meaningful discount on their original subscription price for PCAC Class A Ordinary Shares subscribed at the time of the IPO.

Negotiated Transaction. The financial and other terms of the Business Combination Agreement and the fact that such terms and conditions were the product of arm’s length negotiations between PCAC and Lanvin Group.

The PCAC Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination, including, but not limited to, the following:

Macroeconomic Risks. The risk that the future financial performance of Lanvin Group may not meet the PCAC Board’s expectations due to macroeconomic factors or other factors affecting the industry conditions out of its control.

Redemption Risk. The potential that a significant number of PCAC’s shareholders elect to redeem their shares prior to the consummation of the Business Combination and pursuant to the PCAC amended and restated memorandum and articles of association.

Execution Risk. The potential risks and costs to PCAC if the Business Combination is not completed.

Exclusivity. The fact that the Business Combination Agreement includes an exclusivity provision that prohibits PCAC from soliciting other business combination proposals, as further discussed in “Summary of the Material Terms of the Business Combination—Covenants of the Parties—Covenants of PCAC”.

No Third-Party Valuation. The risk that PCAC did not obtain a third-party valuation or fairness opinion in connection with the Business Combination.

Shareholder Vote. The fact that PCAC’s shareholders may fail to provide the votes necessary to approve and effect the Business Combination.

Closing Conditions. The completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within PCAC’s control.

Listing Risks. The challenges associated with preparing Lanvin Group, a privately held entity, for the applicable disclosure, controls and listing requirements to which LGHL will be subject as a publicly traded company on the NYSE.

Litigation. The possibility that litigation challenging the Business Combination could delay or prevent consummation of the Business Combination.

Transaction Fees and Expenses. The substantial transaction fees and expenses associated with the Business Combination, some of which would be payable regardless of whether the Business Combination is ultimately consummated.

PCAC Shareholders Receiving a Minority Position in LGHL. The fact that current PCAC shareholders will hold a minority interest in LGHL, which will limit or preclude the ability of PCAC’s current shareholders to

 

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influence corporate matters, including any future potential change in control or other material transaction, but the PCAC Board determined that such facts were outweighed by the long-term benefits that LGHL would provide to PCAC’s shareholders and future shareholders of LGHL after Closing.

Other Risks. Various other risks associated with the Business Combination, the business of PCAC and the business of Lanvin Group described under the section entitled “Risk Factors”.

In addition to considering the factors described above, the PCAC Board also considered that certain PCAC’s directors and executive officers may have interests in the Business Combination as individuals that are in addition to, and that may be different from, the interests of PCAC’s shareholders (see “The Business Combination Proposal — Interests of PCAC Directors and Officers in the Business Combination” below). PCAC’s independent directors reviewed and considered these interests during the negotiation of the Business Combination and in evaluating and approving, as members of the PCAC Board, the Business Combination Agreement and the Business Combination.

The PCAC Board concluded that the potential benefits that it expected PCAC and its shareholders to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination. Accordingly, the PCAC Board determined that the Business Combination Agreement and the Business Combination, were advisable, fair to, and in the best interests of, PCAC and its shareholders.

This explanation of the PCAC Board’s reasons for approval of the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Forward-Looking Statements”.

The General Meeting of PCAC Shareholders

The Business Combination Proposal

The approval of the Business Combination Proposal will require an ordinary resolution passed in accordance with Cayman Islands law, which requires the affirmative vote of a simple majority of the members of PCAC entitled to vote and voting in person or by proxy at the Special Meeting. In computing the required majority, as poll voting will be used, regard will be had to the number of votes to which each member is entitled by the PCAC Articles. The Business Combination will not be consummated if LGHL will have less than $5,000,001 of net tangible assets upon the Closing and after giving effect to any redemption of PCAC Ordinary Shares and the Private Placement, or if the Minimum Cash Condition is not satisfied.

The Merger Proposal

The approval and authorization of the Initial Merger, the approval of the Plan of Merger, the authorization of the entry by PCAC of the Plan of Merger, the execution of the Plan of Merger by any director of PCAC, the adoption of the memorandum and articles of association of Lanvin Group Heritage I Limited (being the surviving company of the Initial Merger) as the memorandum and articles of association of the Surviving Company and the approval of all actions and any documents executed prior to or after the date of the Extraordinary General Meeting by the directors in connection with the Initial Merger, will each require a special resolution under Cayman Islands law, requiring the affirmative vote of a majority of at least two-thirds of the members entitled to vote and voting in person at the Extraordinary General Meeting or, by proxy at a the Extraordinary General Meeting. In computing the majority, as poll voting will be used, regard will be had to the number of votes to which each member is entitled by the PCAC Articles.

The Adjournment Proposal

If, based on the tabulated votes, there are not sufficient votes at the time of the Special Meeting to authorize PCAC to consummate the Business Combination (because the Business Combination Proposal is not approved,

 

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or because LGHL would have less than $5,000,001 of net tangible assets immediately upon the consummation of the Business Combination after taking into account the holders of the public shares that have properly elected to redeem their public shares, or the Minimum Cash Condition would not be satisfied), PCAC’s board of directors may submit a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation of proxies. Please see the section entitled “The Adjournment Proposal”.

PCAC Initial Shareholders

As of the Record Date, the PCAC Initial Shareholders beneficially owned and were entitled to vote an aggregate of 11,350,000 shares that were issued prior to the IPO. The Sponsor also purchased an aggregate of 10,280,000 private warrants of PCAC simultaneously with the consummation of the IPO. The shares held by the PCAC Initial Shareholders and the sponsor currently constitute approximately 21% of the outstanding PCAC Ordinary Shares.

In connection with the initial public offering, each of the Sponsor and officers and directors of PCAC agreed to vote such initial shares, as well as any ordinary shares later acquired by them in the aftermarket, in favor of the Business Combination Proposal. The Sponsor and officers and directors of PCAC have also indicated that they intend to vote their shares in favor of all other proposals being presented at the Special Meeting. The Founder Shares have no redemption rights in the event a business combination is not effected in the required time period and the Founder Shares and the private warrants purchased by the Sponsor will be worthless if no business combination is effected by PCAC.

Date, Time and Place of Special Meeting

The Special Meeting will be held at                     , Eastern Time, on             , 2022, and conducted via live audio cast at                     to consider and vote upon the Business Combination Proposal, the Merger Proposal and/or, if necessary, the Adjournment Proposal to permit further solicitation and vote of proxies if, based upon the tabulated votes at the time of the Special Meeting, PCAC is not authorized to consummate the Business Combination.

The meeting may be attended virtually online via the Internet, and for purposes of PCAC’s amended and restated memorandum and articles of association, the physical location of the meeting is at the offices of Simpson Thacher & Bartlett LLP located at 425 Lexington Avenue, New York, New York 10017, United States of America. In light of public health concerns regarding COVID-19, virtual attendance is encouraged and attendees of the physical meeting are required to adhere to the then prevailing COVID-19 measures and regulations implemented by the venue provider and state and local authorities, including, but not limited to, with respect to vaccination, mask-wearing and testing. The venue currently requires attendees to provide proof of vaccination. If you plan on attending in person please email list-            @lists.stblaw.com at least one day prior to the Extraordinary General Meeting.

Voting Power; Record Date

Shareholders will be entitled to vote or direct votes to be cast at the Special Meeting if they owned PCAC Ordinary Shares at the close of business on             , 2022, which is the Record Date for the Special Meeting. Shareholders will have one vote for each ordinary share of PCAC owned at the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. PCAC Warrants do not have voting rights. On the Record Date, there were              PCAC Ordinary Shares outstanding, of which              were held by the PCAC Initial Shareholders.

 

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Quorum and Vote of PCAC Shareholders

A quorum of PCAC shareholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the outstanding shares entitled to vote at the Special Meeting are represented in person or by proxy. Abstentions and broker non-votes will count as present for the purposes of establishing a quorum but will not count as a vote cast at the extraordinary general meeting. The PCAC Initial Shareholders hold approximately 21% of the outstanding PCAC Ordinary Shares. Such shares, as well as any ordinary shares acquired in the aftermarket by the PCAC Initial Shareholders, will be voted in favor of the proposals presented at the Special Meeting. The proposals presented at the Special Meeting will require the following votes:

 

•

The approval of the Business Combination Proposal will require an ordinary resolution passed in accordance with Cayman Islands law, being the affirmative vote of a simple majority of the members of PCAC as, being entitled to do so, vote in person or by proxy at the Special Meeting. In computing the majority, as poll voting will be used, regard will be had to the number of votes to which each member is entitled by the PCAC Articles. The Business Combination will not be consummated if LGHL will have less than $5,000,001 of net tangible assets upon the Closing and after giving effect to any redemption of PCAC Ordinary Shares and the Private Placement, or if the Minimum Cash Condition is not satisfied.

 

•

The approval of the Merger Proposal (being the approval and authorization of the Initial Merger, the approval of the Plan of Merger, the authorization of the entry by PCAC of the Plan of Merger, the execution of the Plan of Merger by any director of PCAC, the adoption of the memorandum and articles of association of Lanvin Group Heritage I Limited (being the surviving company of the Initial Merger) as the memorandum and articles of association of the surviving company and the approval of all actions and any documents executed prior to or after the date of the extraordinary general meeting by the directors in connection with the Initial Merger), will each require a special resolution under Cayman Islands law, being the affirmative vote of majority of at least two-thirds of such members as, being entitled to do so, vote in person at the extraordinary general meeting or, by proxy at a the extraordinary general meeting. In computing the majority, as poll voting will be used, regard will be had to the number of votes to which each member is entitled by the PCAC Articles.

 

•

If, based on the tabulated votes, there are not sufficient votes at the time of the Special Meeting to authorize PCAC to consummate the Business Combination (because the Business Combination Proposal is not approved, or LGHL would have less than $5,000,001 of net tangible assets immediately upon the consummation of the Business Combination after taking into account the holders of the public shares that have properly elected to redeem their public shares or the Minimum Cash Condition would not be satisfied), PCAC’s board of directors may submit a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation of proxies. The approval of the Adjournment Proposal will require an ordinary resolution passed in accordance with Cayman Islands law, being the affirmative vote of a simple majority of the members of PCAC as, being entitled to do so, vote in person or by proxy at the Special Meeting. In computing the majority, as poll voting will be used, regard will be had to the number of votes to which each member is entitled by the PCAC Articles.

Abstentions and broker non-votes will have no effect on a particular proposal.

Under the Business Combination Agreement, the approval of the Business Combination Proposal is a condition to the consummation of the Business Combination. In addition, if the Business Combination Proposal is not approved, the other proposals (other than the Adjournment Proposal) will not be presented to the PCAC shareholders for a vote.

Redemption Rights

Pursuant to the amended and restated memorandum and articles of association of PCAC, a holder of public shares may demand that PCAC redeem such shares for cash if the Business Combination is consummated.

 

17

Holders of public shares will be entitled to receive cash for their shares only if they demand that PCAC redeem their shares no later than 5:00 p.m. Eastern Time on             , 2022 (two (2) business days prior to the vote at the Special Meeting) by (A) submitting their request in writing to              of Continental Stock Transfer & Trust Company and (B) delivering their shares to PCAC’s transfer agent physically or electronically using the Depository Trust Company’s DWAC System. If the Business Combination is not completed, these shares will not be redeemed for cash. In such case, PCAC will promptly return any shares delivered by public holders for redemption and such holders may only share in the assets of the Trust Account upon the liquidation of PCAC. This may result in holders receiving less than they would have received if the Business Combination was completed and they had exercised their redemption rights in connection therewith due to potential claims of creditors. If a holder of public shares properly demands redemption, PCAC will redeem each public share for a full pro rata portion of the Trust Account, calculated as of two business days prior to the anticipated consummation of the Business Combination. As of the Record Date, this would amount to approximately $10 per share. If a holder of public shares exercises its redemption rights, then it will be exchanging its PCAC Ordinary Shares for cash and will no longer own the shares. See the section entitled “Extraordinary General Meeting of PCAC Shareholders — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your shares for cash.

The Business Combination will not be consummated (i) if LGHL has net tangible assets of less than $5,000,001 after taking into account holders of public shares that have properly demanded redemption of their shares upon the consummation of the Business Combination or (ii) if the Minimum Cash Condition is not satisfied.

Holders of PCAC Warrants will not have redemption rights with respect to such securities.

Appraisal Rights

PCAC shareholders (including the PCAC Initial Shareholders) and holders of other PCAC securities do not have appraisal rights in connection with the merger.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. PCAC has engaged              to assist in the solicitation of proxies.

If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Special Meeting. A shareholder may also change its vote by submitting a later-dated proxy as described in the section entitled “Extraordinary General Meeting of PCAC Shareholders — Revoking Your Proxy”.

Interests of PCAC Directors and Officers in the Business Combination

When you consider the recommendation of the PCAC board of directors in favor of approval of the Business Combination Proposal, you should keep in mind that the PCAC Initial Shareholders, including PCAC’s directors and executive officers and the Sponsor, have interests in such proposal that are different from, or in addition to, your interests as a shareholder or warrant holder of PCAC. The foregoing interests, and those set forth in more detail below, present a risk that the Sponsor and its affiliates will benefit from the completion of a business combination, including in a manner that may not be aligned with public shareholders; as such, the Sponsor may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to public shareholders rather than liquidate. These interests include, among other things:

 

•

The Sponsor and PCAC’s directors and officers purchased an aggregate of 12,350,000 Founder Shares for an aggregate purchase price of $25,000 and, as of the date of this proxy statement/proxy, hold an

 

18

aggregate of 11,350,000 Founder Shares (which if unrestricted and freely tradable would be valued at approximately $112,705,500, based upon the closing price of $9.93 per share on the NYSE on September 23, 2022 but, given the restrictions on such shares, we believe such shares have less value). The Sponsor purchased an aggregate of 10,280,000 private warrants from PCAC for an aggregate purchase price of $10,280,000 (which based on our quarterly third-party valuation was valued at approximately $0.47 per private placement warrant, or $4,833,644 in the aggregate, as of June 30, 2022). These private warrants are expected to have a significantly higher value at the time of the consummation Business Combination and will become worthless if we do not complete the Business Combination.

 

•

If the Business Combination with FFG or another business combination is not consummated by January 26, 2023 (or such later date as may be agreed by the PCAC shareholders), PCAC will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating. In the event of dissolution or liquidation, 12,350,000 Founder Shares (including the 11,350,000 PCAC Class B Ordinary Shares currently held by the PCAC Initial Shareholders and the 1,000,000 PCAC Class B Ordinary Shares currently held by the FPA Investors) would be worthless because the PCAC Initial Shareholders and the FPA Investors are not entitled to participate in any redemption or liquidation with respect to Founder Shares, and the PCAC Warrants will become worthless.

 

•

Given the differential in the purchase price that the Sponsor and PCAC directors and officers paid for the Founder Shares as compared to the price of the public shares sold in the IPO and the substantial number of LGHL Ordinary Shares that the Sponsor and PCAC’s directors and officers will receive upon conversion of the Founder Shares in connection with the Business Combination, the Sponsor and PCAC’s directors and officers and their respective affiliates may earn a positive rate of return on their investment even if the LGHL Ordinary Shares trade significantly below the price initially paid for the public shares in the IPO and the public shareholders experience a negative rate of return following the completion of the Business Combination.

 

•

The Investor Rights Agreement provides that the Sponsor will have the right to appoint one individual to serve as a director of LGHL after the closing of the Business Combination which such director will also be eligible for removal by the sponsor. As such, in the future, such nominee will receive any cash fees, share options or share awards that the LGHL board of directors determines to pay to its non-executive directors.

 

•

The Sponsor and PCAC’s directors and officers have agreed not to redeem any of the Founder Shares and public shares held by them in connection with a shareholder vote to approve a proposed initial business combination, and without any separate consideration provided by PCAC for such agreement.

 

•

The Sponsor and PCAC’s directors and officers have agreed to vote any Founder Shares and public shares owned by them in favor of the Business Combination, including any proposals recommended by the Board in connection with the Business Combination.

 

•

The Sponsor and PCAC’s directors and officers have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if PCAC fails to complete an initial business combination by January 26, 2023 (or such later date as may be approved by the PCAC shareholders pursuant to its memorandum and articles of association).

 

•

The continued indemnification of PCAC’s existing directors and officers and the continuation of PCAC’s directors’ and officers’ liability insurance after the Business Combination.

 

•

If PCAC is unable to complete a business combination within the required time period, the Sponsor will be liable for ensuring that the proceeds in the Trust Account are not reduced by the claims of potential target businesses or claims of vendors or other entities that are owed money by PCAC for services rendered or contracted for or products sold to PCAC, but only if such a vendor or target business has not executed a waiver of access to such funds.

 

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•

The PCAC Initial Shareholders, including PCAC’s officers and directors, and their affiliates, are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on behalf of PCAC, such as identifying and investigating possible business targets and business combinations. However, if PCAC fails to consummate a business combination within the required period, the PCAC Initial Shareholders will not have any claim against the Trust Account for reimbursement. Accordingly, PCAC may not be able to reimburse these expenses if the Business Combination with FFG or another business combination, is not completed by January 26, 2023 (or such later date as may be agreed by the PCAC shareholders). As of June 30, 2022, the PCAC Initial Shareholders had incurred $170,000 in out-of-pocket expenses (being administrative service fees) eligible for reimbursement by PCAC if the Business Combination, or an alternative business combination, is consummated.

 

•

Since its inception, the Sponsor has made loans from time to time to PCAC to fund certain of PCAC’s capital requirements. On July 17, 2020, PCAC issued an unsecured promissory note in the amount of up to $250,000 to an affiliate of the Sponsor, which was assigned to the Sponsor on August 24, 2020 and which note bears no interest and was payable in full upon the earlier to occur of (i) December 31, 2021 and (ii) the completion of the IPO. A total of $198,819 was drawn down in connection with the IPO and on January 26, 2021, at the closing of the IPO, $191,819 was repaid. As of June 30, 2022, there was $7,000 in borrowings outstanding under this promissory note, which is currently due on demand. Additionally, on January 28, 2022, PCAC issued an unsecured promissory note in the amount of up to $500,000 to the Sponsor, which note bears no interest and is payable on the earlier of (i) twenty-four (24) months from the closing of the IPO (or such later date as may be extended in accordance with the terms of PCAC’s memorandum and articles of association) or (ii) the date on which PCAC consummates a business combination. On February 14, 2022, PCAC drew down the full amount of the foregoing promissory note, which remains outstanding as of the date of this proxy statement/prospectus. The foregoing loan is convertible at the Sponsor’s election upon the consummation of an initial business combination into warrants of PCAC, at a price of $1.00 per warrant.

 

•

PCAC’s directors and officers beneficially own PCAC Ordinary Shares and warrants that will be worthless and have incurred reimbursable expenses that may not be reimbursed or repaid if the Business Combination is not approved, and such interests may have influenced their decision to approve the Business Combination. As of the date of this proxy statement/prospectus, the Sponsor and PCAC’s directors and officers have invested an aggregate of $10,982,000 (consisting of $25,000 for subscription of Founder Shares, $10,280,000 for subscription of the private placement warrants, $507,000 in aggregate principal amount of the promissory notes and $170,000 in out-of-pocket expenses eligible for reimbursement by PCAC if the Business Combination, or an alternative business combination, is consummated). Based on the closing price of $9.93 per ordinary share on the NYSE as of September 23, 2022 and the value of $0.47 per private placement warrant as of June 30, 2022, the aggregate market value with respect to the Founder Shares and private placement warrants in PCAC held by the Sponsor and PCAC’s directors and officers would be approximately $117,539,144. Thus, the aggregate market value for our Sponsor’s and PCAC’s directors and officers’ investment with respect to the Founder Shares and private placement warrants, together with the aggregate outstanding principal amount of the foregoing loans and the foregoing reimbursable expenses, would be approximately $118,216,144.

At any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding PCAC or its securities, the PCAC Initial Shareholders, or FFG and/or their respective affiliates, may purchase shares from institutional and other investors who may vote, or indicate an intention to vote, against the Business Combination Proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire PCAC Ordinary Shares or vote their shares in favor of the Business Combination Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of

 

20

approval of the Business Combination Proposal and other proposals, reduce redemptions and increase the likelihood of satisfaction of the Minimum Cash Condition, where it appears that such requirements for the consummation of the Business Combination would otherwise not be met. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or warrants owned by the PCAC Initial Shareholders for nominal value.

Entering into any such arrangements may have a depressive effect on the trading price of PCAC Ordinary Shares. For example, as a result of these arrangements, an investor or holder may have to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the Special Meeting.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the Business Combination Proposal and other proposals to be presented at the Special Meeting and would likely increase the chances that such proposals would be approved. Moreover, any such purchases may make it more likely that PCAC will have in excess of the required net tangible asset and cash amounts necessary for the consummation of the Business Combination as described above.

As of the date of this proxy statement/prospectus, there have been no such discussions and there are no agreements to such effect have been entered into with any such investor or holder. PCAC will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal or the satisfaction of any closing conditions. Any such report will include descriptions of any arrangements entered into or significant purchases made by any of the aforementioned persons.

For an additional discussion of the conflicts of interests of PCAC’s directors and officers, see “The Business Combination Proposal—Interests of PCAC Directors and Officers in the Business Combination—Conflicts of Interests.”

Recommendation to Shareholders

PCAC’s board of directors believes that the Business Combination Proposal and the other proposals to be presented at the Special Meeting are fair to and in the best interests of PCAC’s shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal and “FOR” the Adjournment Proposal, if presented.

Conditions to the Closing of the Business Combination

The obligations of the parties to the Business Combination Agreement to consummate the Business Combination are subject to various conditions, including the following mutual conditions of the parties, unless waived by the applicable party: (i) the approval of the Business Combination Agreement and the transactions contemplated thereby and related matters by the requisite vote of PCAC’s shareholders; (ii) the approval of the Business Combination Agreement and the transactions contemplated thereby and related matters by the requisite vote of FFG’s shareholders; (iii) the waiting period or periods (including any extension(s) thereof) applicable to the consummation of the transactions contemplated by the Business Combination Agreement under the HSR Act shall have terminated or expired; (iv) this proxy statement/prospectus shall have become effective under the Securities Act and no stop order suspending the effectiveness of this proxy statement/prospectus shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (v) (a) LGHL’s initial listing application with NYSE in connection with the Transactions shall have been

 

21

approved and LGHL will, immediately following the Closing, satisfy any applicable initial and continuing listing requirements of NYSE, and LGHL shall not have received any notice of non-compliance therewith, and (b) the LGHL Ordinary Shares to be issued in connection with the Transactions shall have been approved for listing on NYSE, subject to official notice of issuance; (vi) no governmental authority shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) or governmental order that is then in effect and which has the effect of making the Transactions illegal or which otherwise prevents or prohibits consummation of the Transactions; and (vii) upon the Closing and after giving effect to any redemption of PCAC Ordinary Shares and the Private Placement, LGHL will have net tangible assets of at least US$5,000,001.

In addition, unless waived by FFG, the obligations of FFG, LGHL and Merger Subs to consummate the Business Combination are subject to the satisfaction of the following closing conditions: (i) the PCAC Fundamental Warranties shall be true and correct in all but de minimis respects as of the Closing Date, except with respect to such warranties which speak as to an earlier date, which warranties shall be true and correct in all but de minimis respects at and as of such date, except for changes after the date of the Business Combination Agreement which are contemplated or expressly permitted by the Business Combination Agreement , and (ii) each of the warranties of PCAC contained in the Business Combination Agreement other than the PCAC Fundamental Warranties (disregarding any qualifications and exceptions contained therein relating to materiality, material adverse effect or any similar qualification or exception) shall be true and correct as of the Closing Date, except with respect to such warranties which speak as to an earlier date, which warranties shall be true and correct in all material respects at and as of such date, in each case, inaccuracies or omissions that would not, individually or in the aggregate, reasonably be expected to have a PCAC Material Adverse Effect (as defined below); (ii) each of the covenants of PCAC to be performed as of or prior to the Closing shall have been performed in all material respects; (iii) the sum of (a) the amount of cash and cash equivalents available in the Trust Account following the Special Meeting, after deducting the amounts required to satisfy the redemption of PCAC Ordinary Shares, plus (b) the aggregate amount of proceeds of the Private Placement actually received by LGHL or PCAC prior to or substantially concurrently with the Closing, plus (c) as of immediately prior to the Closing, the amount of cash and cash equivalents held by PCAC without restriction outside of the Trust Account and any interest earned on the amount of cash held inside the Trust Account (in each case of (a), (b) and (c), prior to payment of the accrued and unpaid transaction expenses) is at least US$350,000,000; and (iv) since September 30, 2021, there has not been any PCAC Material Adverse Effect.

In addition, unless waived by PCAC, the obligations of PCAC to consummate the Business Combination are subject to the satisfaction of the following closing conditions: (i) the Lanvin Group and LGHL Fundamental Warranties shall be true and correct in all but de minimis respects, in each case as of the Closing Date, except with respect to such warranties which speak as to an earlier date, which warranties shall be true and correct in all but de minimis respects at and as of such date, except for changes after the date of the Business Combination Agreement which are contemplated or expressly permitted by the Business Combination Agreement or the other Transaction Documents, and (ii) each of the warranties of Lanvin Group contained in the Business Combination Agreement other than the Lanvin Group and LGHL Fundamental Warranties (disregarding any qualifications and exceptions contained therein relating to materiality, material adverse effect and Lanvin Group Material Adverse Effect (as defined below) or any similar qualification or exception) shall be true and correct as of the Closing Date, except with respect to such warranties which speak as to an earlier date, which warranties shall be true and correct at and as of such date, except for, in each case, inaccuracies or omissions that would not, individually or in the aggregate, reasonably be expected to have a Lanvin Group Material Adverse Effect; (ii) each of the covenants of Lanvin Group, LGHL and the Merger Subs to be performed as of or prior to the Closing shall have been performed in all material respects; and (iii) since December 31, 2021, there has not been any Lanvin Group Material Adverse Effect.

 

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Anticipated Accounting Treatment

The Business Combination will be accounted for as a reverse merger in accordance with IFRS 3, Business Combinations. Under this method of accounting, PCAC will be treated as the “acquired” company for financial reporting purposes.

This determination was primarily based on the following factors:

 

•

FFG’s shareholders will have the largest voting interest in LGHL under both the no redemption and maximum redemption scenarios;

 

•

The board of directors of LGHL will have seven members, of which FFG has the ability to nominate the majority of the members of the board;

 

•

FFG’s senior management will be appointed as the senior management of LGHL; and

 

•

The main business of LGHL immediate following consummation of the Business Combination will comprise of the ongoing operations of FFG.

Regulatory Matters

The Business Combination Agreement and the transactions contemplated by the Business Combination Agreement are not subject to a closing condition relating to any additional federal, state or foreign regulatory requirement or approval pursuant to relevant laws, rules and regulations currently in effect, except for the termination or expiration of the waiting period applicable to the consummation of the transactions contemplated by the Business Combination Agreement under the HSR Act and filings with the registrar of the Cayman Islands necessary to effectuate the transactions contemplated by the Business Combination Agreement.

Summary Risk Factors

In evaluating the proposals to be presented at the Special Meeting, a shareholder should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors”, a summary of which is set forth below. The occurrence of one or more of the events or circumstances described below, alone or in combination with other events or circumstances, may adversely affect PCAC’s ability to effect the Business Combination, and may have an adverse effect on the business, cash flows, financial condition and results of operations of PCAC prior to the Business Combination and that of LGHL subsequent to the Business Combination. Such risks include, but are not limited to:

Risk Relating to Lanvin Group’s Business and Operations

 

1.

The COVID-19 pandemic has had, and is expected to continue to have, a significant adverse impact on us and our financial condition and results of operations may be materially adversely affected.

 

2.

We have incurred significant losses in the past and anticipate that we will continue to incur losses for the current year and upcoming future years.

 

3.

Our growth depends, in part, on our continued retail expansion, and we may not be successful in undertaking such expansion.

 

4.

Failure to accurately forecast consumer demand could lead to excess inventories or inventory shortages, which could result in harm to our business.

 

5.

We are dependent on suppliers for our products and raw materials, which poses risks to our business operations.

 

6.

We face intense competition in the personal luxury goods industry.

 

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7.

We are exposed to the risk that personal information of our customers, employees and other parties may be damaged, lost, stolen, divulged or processed for unauthorized purposes.

 

8.

If one or more of our distribution facilities or those of our distribution partners experience operational difficulties or become inoperable, it could have a material adverse effect on our business, results of operations and financial condition.

 

9.

Our revenues and operating results are affected by the seasonal nature of our business and cyclical trends in consumer spending.

 

10.

Our potential inability to find suitable new targets may cause us to not be successful in achieving intended benefits, cost savings and synergies.

 

11.

If our trademarks and intellectual property or other proprietary rights are not adequately protected to prevent use or appropriation by third parties, the value of our brand and other intangible assets may be diminished, and our business may be adversely affected.

 

12.

We are subject to legal and regulatory risk.

 

13.

Changes to taxation or the interpretation or application of tax laws could have an adverse impact on our results of operations and financial condition.

 

14.

We are exposed to fluctuations in currency exchange rates.

 

15.

We operate in many countries around the world and, accordingly, we are exposed to various international business, regulatory, social and political risks.

 

16.

There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations. In addition, rules and regulations in China can change quickly with little advance notice.

 

17.

We may be required to obtain prior approval or subject to filings or other requirements from the China Securities Regulatory Commission or other PRC regulatory authorities for the transactions contemplated by the Business Combination Agreement.

 

18.

Changes in tax laws, regulations and policies in jurisdictions in which we operate may materially and adversely affect our results of operations and financial condition.

 

19.

Because of the costs and difficulties inherent in managing cross-border business operations, our results of operations may be negatively impacted.

 

20.

The conflict in Ukraine and sanctions and export controls imposed in response to the conflict, including on Russia and Belarus, may adversely affect our business.

 

21.

LGHL will rely to a significant extent on dividends and other distributions on equity paid by its principal operating subsidiaries to fund offshore cash and financing requirements.

 

22.

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because LGHL is incorporated under the law of the Cayman Islands, LGHL conducts substantially all of its operations, and a majority of its directors and executive officers reside, outside of the United States.

Risks Relating to PCAC and the Business Combination

 

1.

If the Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of PCAC’s securities or, following the Closing, LGHL’s securities, may decline.

 

2.

PCAC’s Sponsor, officers and directors, PCAC Initial Shareholders and the Forward Purchase Investors have agreed to vote their shares in favor of the Business Combination, regardless of how PCAC’s public shareholders vote.

 

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3.

PCAC may not be able to complete the Business Combination or any other business combination within the prescribed time frame, in which case PCAC would cease all operations except for the purpose of winding up and PCAC would redeem PCAC’s public shares and liquidate.

 

4.

The ability of public shareholders of PCAC to exercise redemption rights with respect to a large number of PCAC’s public shares may impact PCAC’s and LGHL’s ability to optimize its capital structure, and PCAC may not have sufficient funds to consummate the Business Combination.

 

5.

Subsequent to PCAC’s completion of the Business Combination, LGHL may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and share price post-Business Combination, which could cause you to lose some or all of your investment.

 

6.

The grant and future exercise of registration rights may adversely affect the market price of public shares of PCAC and LGHL’s securities upon consummation of the Business Combination.

 

7.

PCAC believes it was a Passive Foreign Investment Company (“PFIC”) for its taxable year ended December 31, 2021, which could result in adverse U.S. federal income tax consequences to U.S. holders.

 

8.

We may be the target of securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the Business Combination from being completed.

Risks Relating to Redemptions and Certain Outstanding Securities of PCAC

 

1.

If PCAC public shareholders redeem more than 19,452,157 PCAC Ordinary Shares, it will require additional financing to close the Business Combination.

 

2.

PCAC did not obtain an opinion from an independent investment banking or accounting firm, and consequently, you have no assurance from an independent source that the price PCAC is paying in connection with the Business Combination is fair to PCAC from a financial point of view.

 

3.

Shareholder litigation could prevent or delay the closing of the Business Combination or otherwise negatively impact our business, operating results and financial condition.

 

4.

If PCAC is unable to complete the Business Combination with FFG or another business combination by January 26, 2023 (or such later date as may be agreed by the PCAC shareholders), PCAC will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating.

 

5.

Securities of companies formed through SPAC mergers such as ours may experience a material decline in price relative to the share price of the SPAC prior to the merger.

Risks Relating to LGHL’s Business and Operations Following the Business Combination

 

1.

Subsequent to the completion of the Business Combination, LGHL may be required to subsequently take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and the price of LGHL Securities.

 

2.

Following the consummation of the Business Combination, LGHL’s only significant asset will be its ownership of FFG and its affiliates and such ownership may not be sufficient to pay dividends or make distributions or obtain loans to enable LGHL to pay any dividends on its ordinary shares or satisfy other financial obligations.

 

3.

We expect to incur negative operating cash flows in the next few years and may need to raise substantial additional funding.

 

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4.

If PCAC fails to consummate the Forward Purchase Subscriptions and/or the PIPE Financing, the Minimum Cash Condition may not be met.

 

5.

LGHL Ordinary Shares may be delisted under the Holding Foreign Companies Accountable Act if PCAOB is unable to inspect LGHL’s independent auditor for three consecutive years beginning in 2022.

 

6.

This proxy statement/prospectus contains projections and forecasts that may not be an indication of the actual results of the Business Combination or Lanvin Group’s future results.

Implication of the Holding Foreign Companies Accountable Act

The U.S. Holding Foreign Companies Accountable Act, or the HFCA Act, was enacted on December 18, 2020. Pursuant to the HFCA Act, if the SEC determines that independent audit reports on an issuer’s financial statements are issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years beginning in 2022, the SEC shall prohibit such issuer’s securities from being traded on a national securities exchange or in the over-the-counter trading market in the United States. As a result, the relevant national securities exchange would initiate a delisting of such issuer’s securities. As stated in its report dated December 16, 2021, the PCAOB has determined that it is unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, which include Grant Thornton Zhitong Certified Public Accountants LLP, FFG’s current independent auditor. LGHL expects to be identified by the SEC pursuant to the HCFA Act as an issuer whose independent auditor is not subject to PCAOB’s inspection. On August 26, 2022, the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Finance of the People’s Republic of China (the “SOP Agreement”) governing inspections and investigations of audit firms based in China, which marks the first step towards providing access for the PCAOB to inspect and investigate registered public accounting firms in China. However, uncertainties exist with respect to the implementation of this framework and there is no assurance that the PCAOB will be able to execute, in a timely manner, its future inspections and investigations in a manner that satisfies the Statement of Protocol. LGHL may not be able to maintain its listing on the NYSE, and it may not be able to continue to offer its securities in the U.S. See “Risks Factors—Risks Relating to LGHL’s Business and Operations Following the Business Combination—LGHL’s Ordinary Shares may be delisted under the HFCA Act if PCAOB is unable to inspect LGHL’s independent auditor for three consecutive years beginning in 2022. The delisting of LGHL’s Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment.”

The U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) may also impose further trade and investment bans in respect of securities of certain blacklisted companies in China. Notwithstanding, to date, we are not aware of material risks of the trading ban being imposed on our securities.

PRC Permissions and Approvals

Lanvin Group conducts a portion (approximately 13.8% of revenues in 2021) of its operations in the Greater China region, and as of the date hereof, Lanvin Group has obtained all requisite permissions and approvals that are material to its operations in China. However, there can be no assurance that Lanvin Group will be able to maintain such permissions and approvals in the future. In addition, laws and regulations in China may change quickly with little advance notice, and the Chinese government may intervene or influence Lanvin Group’s operations in China at any time. As a result, Lanvin Group may be required to obtain additional permissions and approvals in the future. There can be no assurance that such permissions and approvals can be obtained in a timely manner, or at all, and Lanvin Group’s business, results of operations and financial condition could be materially and adversely affected.

Under the PRC laws, rules and regulations currently in effect, no prior permission or approval from PRC government authority is required for the transactions contemplated by the Business Combination Agreement, including but not limited to the proposed listing of LGHL’s securities on the NYSE. However, the Chinese government has recently indicated that it may exert more control over offerings conducted overseas and foreign investment in China-based issuers. In particular, on December 24, 2021, the China Securities Regulatory

 

26

Commission (the “CSRC”) released the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments, the “Overseas Listing Provisions”) and the Administrative Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments, the “Overseas Listing Filing Measures”) for public consultation. We cannot rule out the possibility that relevant PRC governmental authorities may subsequently determine the transactions contemplated by the Business Combination Agreement should be subject to any approval, filing or other regulatory procedures, including pursuant to the Overseas Listing Provisions and Overseas Listing Filing Measures if and when they are finally adopted, and we cannot assure you that LGHL can obtain the required approval or accomplish the required filing or other regulatory procedures in a timely manner, or at all. See “Risk Factors—Risk Relating to Lanvin Group’s Business and Operations—We may be required to obtain prior approval or subject to filings or other requirements from the China Securities Regulatory Commission or other PRC regulatory authorities for the transactions contemplated by the Business Combination Agreement”.

We are an offshore holding company conducting our operations in PRC through our PRC subsidiaries. We may make loans to our PRC subsidiaries subject to the approval from or registration with the governmental authorities and other limitations in the future. These include foreign exchange loan registrations and maximum statutory limit of the loan amount (which is either the difference between the registered capital and the total investment amount of the concerned company or the upper limit calculated based on the formula prescribed in the prevailing regulations). There can be no assurance that such permissions and approvals can be obtained in a timely manner, or at all, and Lanvin Group’s business, results of operations and financial condition could be materially and adversely affected. Under the PRC laws, rules and regulations currently in effect, no prior permission or approval from PRC government authority is required for the transactions contemplated by the Business Combination Agreement, including but not limited to the proposed listing of LGHL’s securities on the NYSE.

Permissions and Approvals on Transfer and Repatriation of Cash within Lanvin Group

Lanvin Group transfers cash to the subsidiaries through capital injection and shareholder loans.

Subject to the cash needs of the subsidiaries, shareholders’ loans as granted may be capitalized (as equity) or repaid. For instance, in 2020, Wolford repaid EUR10,000,000 in shareholder loans to Lanvin Group.

Cash in the subsidiaries may also be repatriated to Lanvin Group via dividend distribution. Nevertheless, no cash repatriation by way of distribution / dividends has been made to date at the Lanvin Group level.

Lanvin Group’s principal subsidiaries, being Lanvin Group’s portfolio brands, are based mainly in the U.S. (Delaware) and Europe including Italy, France and Austria. Lanvin Group is subject to certain restrictions or limitations regarding distribution of earnings from the portfolio brands to Lanvin Group, which may in turn limit the cash available to make distributions to its shareholders. For our operating subsidiaries that are Delaware corporations, to which the Delaware General Corporation Law (DGCL) applies, the power and authority to declare dividends/distributions resides with the board of directors of the corporation. Further, the DGCL permits distributions out of either a surplus or net profits (subject to certain limitations). Specific provisions under credit agreements or the relevant subsidiary’s bylaws may impose specific restrictions or approval requirements regarding dividend payment (including a contingent obligation or otherwise). For example, no distribution may be made by Lanvin Group’s Italian subsidiaries unless a reserve fund accumulated from Lanvin Group’s net profits reaches at least 20% of the relevant subsidiary’s share capital. Lanvin Group’s subsidiaries in Italy also face other general restrictions to the shareholders’ right to an earnings distribution. In Austria, Lanvin Group’s subsidiaries cannot issue a dividend unless the validly adopted financial statements for a financial year show a balance sheet profit, which represents the maximum amount of capital available for the distribution of profits. Loans by Lanvin Group to its subsidiary in Austria are considered equity substitution if Lanvin Group is in a crisis, and shall only be repaid if Lanvin Group is fully restructured.

 

27

For Lanvin Group’s portfolio brands, the cash needs of the brands’ subsidiaries are provided as necessary in the form of shareholder loans or capital injection from Lanvin Group or the relevant parent brand entity. Payments from local subsidiaries to their parent brands are typically for purchase of inventories from the parent brand, and generally do not face any foreign exchange or capital control limitations. However, dividends and loan repayments may face similar restrictions as mentioned above for Lanvin Group’s subsidiaries in respect of Lanvin Group.

Dividends repatriated or paid from Lanvin Group’s Chinese subsidiaries must be made from retained earnings as per such subsidiary’s financial statements prepared in accordance with Chinese accounting rules. Additionally, each of Lanvin Group’s Chinese subsidiaries must set aside a statutory reserve fund of at least 50% of its registered capital before it may pay dividends, and a 10% withholding tax or other reduced rate withholding tax under the China-Hong Kong treaty may be applied to the dividends repatriated from our Chinese subsidiaries. Also, approval from or registration with appropriate Chinese government authorities is required where RMB is to be converted into foreign currency and remitted outside of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. However, Lanvin Group does not expect Chinese subsidiaries to declare any dividends or pay capital expenses to Lanvin Group’s portfolio brands in the near future.

Lanvin Group made capital injections of EUR 50.0 million in 2020 and EUR 50.0 million in 2021 into Lanvin through Arpege SAS, as well as EUR 0.8 million and EUR 7.9 million in Raffaele Caruso S.p.A. in 2020 and 2021, respectively. Caruso also received a shareholder loan of EUR 2.5 million from Lanvin Group in 2021. Wolford AG repaid a shareholder loan of EUR 11.1 million to Lanvin Group in 2020, and subsequently received a shareholder loan of EUR 10.0 million from Lanvin Group in 2021. In 2020 and 2021, Lanvin Group extended shareholder loans of US$42.0 million and US$35.8 million to St. John Knits. After Lanvin Group acquired Sergio Rossi in 2021, Sergio Rossi S.p.A received a capital injection of EUR 5.0 million. Lanvin Group has also made capital injections and intercompany loans totaling US$4.2 million and RMB 1.1 million to its Chinese subsidiaries in 2020 and 2021, respectively.

Other than the loan repayment of EUR 11.1 million by Wolford AG to Lanvin Group in 2020, none of Lanvin Group’s direct subsidiaries made any dividends, distributions, or repayments to Lanvin Group. Lanvin Group has also not made any transfers, dividends, or distributions to its shareholders to date.

 

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SUMMARY OF THE MATERIAL TERMS OF THE BUSINESS COMBINATION

This section of the proxy statement/prospectus describes the material provisions of the Business Combination Agreement, but does not purport to describe all of the terms of the Business Combination Agreement. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement, which is attached as Annex A hereto. You are urged to read carefully the Business Combination Agreement in its entirety because it is the primary legal document that governs the Business Combination. The legal rights and obligations of the parties to the Business Combination Agreement are governed by the specific language of the Business Combination Agreement, and not this summary.

The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Business Combination Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. The representations, warranties and covenants in the Business Combination Agreement are also modified in important part by the underlying disclosure schedules, which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to shareholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. PCAC and Lanvin Group do not believe that such disclosure schedules contain information that is material to an investment decision. Moreover, certain representations and warranties in the Business Combination Agreement may not have been or may not be, as applicable, accurate as of any specific date and do not purport to be accurate as of the date of this proxy statement/prospectus. Accordingly, no person should rely on the representations and warranties in the Business Combination Agreement or the summaries thereof in this proxy statement/prospectus as characterizations of the actual state of facts about PCAC or Lanvin Group or any other matter.

General Description of the Business Combination Agreement

General

On March 23, 2022, PCAC, FFG, LGHL, Merger Sub 1 and Merger Sub 2 entered into the Business Combination Agreement, which provides for, among other things, the following transactions:

 

•

at the Closing and immediately prior to the Initial Merger Effective Time, LGHL will effect a share subdivision such that each authorized, issued and unissued share of LGHL of a par value of US$1.00 is subdivided on a 1,000,000:1 basis into 1,000,000 shares of a par value US$0.000001 each (the “Share Subdivision”);

 

•

immediately upon completion of the Share Sub-division, Fosun Fashion Holdings (Cayman) Limited will transfer all of the share capital of LGHL to the Sponsor for nil consideration;

 

•

the subscriptions by each of (i) Aspex Master Fund and (ii) Sky Venture Partners L.P. (collectively, the “Forward Purchase Investors”) of certain PCAC Class A Ordinary Shares and PCAC Warrants in accordance with the terms of the applicable Forward Purchase Agreement, dated January 4, 2021 or January 5, 2021, by and among PCAC, the Sponsor and such Forward Purchase Investor (collectively and as may be amended and supplemented from time to time in accordance with the terms therein, the “Forward Purchase Agreements”) shall be consummated immediately prior to the completion of the Initial Merger or otherwise in accordance with the terms of the Forward Purchase Agreements (collectively, the “Forward Purchase Subscriptions”);

 

•

at the Initial Merger Effective Time, PCAC will merge with and into Merger Sub 1, with Merger Sub 1 being the surviving entity and becoming a wholly-owned subsidiary of LGHL;

 

•

in connection with the Initial Merger, (i) each PCAC Unit outstanding immediately prior to the Initial Merger Effective Time will (to the extent not already separated) be automatically severed and the holder

 

29

thereof will be deemed to hold one PCAC Class A Ordinary Share and one-half of a PCAC Warrant, (ii) immediately following the separation of each PCAC Unit, (A) each Eligible PCAC Share shall automatically be canceled in exchange for the right to receive a number of newly issued ordinary share of LGHL (“LGHL Ordinary Shares”) equal to (x) the sum of the aggregate number of Eligible PCAC Shares and the Bonus Pool Size, divided by (y) the aggregate number of Eligible PCAC Shares, subject to rounding pursuant to the terms of the Business Combination Agreement, and shall no longer be outstanding and be canceled and cease to exist by virtue of the Initial Merger, and (B) each (x) PCAC Class A Ordinary Share other than the Eligible PCAC Shares and (y) PCAC Class B Ordinary Share issued and outstanding immediately prior to the Initial Merger Effective Time shall automatically be canceled in exchange for the right to receive one (1) newly issued LGHL Ordinary Share, and shall no longer be outstanding and be canceled and cease to exist by virtue of the Initial Merger, (iii) each PCAC Warrant outstanding immediately prior to the Initial Merger Effective Time will be assumed by LGHL and converted into a warrant to purchase one LGHL Ordinary Share, (iv) the share in the capital of Merger Sub 1 issued and outstanding immediately prior to the Initial Merger Effective Time will continue existing and constitute the only issued and outstanding share in the capital of Merger Sub 1, and (v) all LGHL Ordinary Shares issued and outstanding immediately prior to the Initial Merger Effective Time will be surrendered by the Sponsor and canceled for no consideration;

 

•

immediately following the Initial Merger, Merger Sub 2 will merge with and into Lanvin Group, with Lanvin Group being the surviving entity and becoming a wholly-owned subsidiary of LGHL (Lanvin Group is hereinafter referred to for the periods from and after the Second Merger Effective Time as the “Surviving Company”);

 

•

in connection with the Second Merger, (i) each ordinary share, non-voting ordinary share and preferred share of Lanvin Group issued and outstanding immediately prior to the Second Merger Effective Time (other than any such shares that are held by shareholders of Lanvin Group who have complied with all of the requirements of Section 238 of the Cayman Companies Act prior to the vote on the Second Merger, the “FFG Dissenting Shares”) will automatically be canceled in exchange for the right to receive, such number of newly issued LGHL Ordinary Shares that is equal to the Exchange Ratio, subject to rounding pursuant to the terms of the Business Combination Agreement, and will no longer be outstanding and be canceled and cease to exist by virtue of the Second Merger, (ii) each FFG Dissenting Share shall automatically be canceled and cease to exist and shall thereafter represent only the right to receive the applicable payments as set forth in the Business Combination Agreement, being the fair value for such FFG Dissenting Share and such other rights as such holder may be entitled under the Cayman Companies Act, and (iii) the share in the capital of Merger Sub 2 issued and outstanding immediately prior to the Second Merger Effective Time will automatically be converted into one ordinary share of the Surviving Company, which ordinary share will constitute the only issued and outstanding share in the share capital of the Surviving Company;

 

•

immediately following the completion of the First Merger and the Second Merger, the PIPE Investment shall be consummated;

 

•

immediately following the PIPE Investment, Merger Sub 1 will merge with and into the Surviving Company, with the Surviving Company being the surviving entity; and

 

•

in connection with the Third Merger, (i) the ordinary share of the Surviving Company issued and outstanding immediately prior to the Third Merger Effective Time will be canceled and cease to exist by virtue of the Third Merger, and (ii) the share in the capital of Merger Sub 1 issued and outstanding immediately prior to the Third Merger Effective Time will automatically be converted into one ordinary share of the Surviving Company, which ordinary share will constitute the only issued and outstanding share in the share capital of the Surviving Company.

 

30

Effect of the Transactions on Existing PCAC Securities in the Business Combination

Subject to the terms and conditions of the Business Combination Agreement, the Business Combination will result in, among other things, the following:

 

•

each PCAC Unit will (to the extent not already separated) be automatically severed and the holder thereof will be deemed to hold one PCAC Class A ordinary share and one-half of a PCAC Warrant, which underlying PCAC securities shall be treated in accordance with the following terms, as applicable;

 

•

each Eligible PCAC Share shall automatically be canceled in exchange for the right to receive a number of LGHL Ordinary Shares equal to (x) the sum of the aggregate number of Eligible PCAC Shares and the Bonus Pool Size, divided by (y) the aggregate number of Eligible PCAC Shares, subject to rounding pursuant to the terms of the Business Combination Agreement;

 

•

each (i) PCAC Class A ordinary share other than the Eligible PCAC Shares and (ii) PCAC Class B ordinary share issued and outstanding immediately prior to the Initial Merger Effective Time shall automatically be canceled in exchange for the right to receive one (1) newly issued LGHL Ordinary Share; and

 

•

each PCAC Warrant will automatically cease to represent a right to acquire PCAC Class A Ordinary Shares and will be converted into a warrant to purchase one (1) LGHL Ordinary Share on substantially the same terms and conditions as were applicable to such PCAC Warrant immediately prior to the Initial Merger Effective Time.

Material Adverse Effect

Under the Business Combination Agreement, certain representations and warranties of Lanvin Group, LGHL and the Merger Subs are qualified in whole or in part by materiality thresholds. In addition, certain representations and warranties of Lanvin Group, LGHL and the Merger Subs are qualified in whole or in part by a material adverse effect standard for purposes of determining whether a breach of such representations and warranties has occurred. Pursuant to the Business Combination Agreement, a “Lanvin Group Material Adverse Effect” means any event that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on (i) the business, assets and liabilities, results of operations or financial condition of Lanvin Group and its direct and indirect subsidiaries, taken as a whole or (ii) the ability of Lanvin Group, any of its direct and indirect subsidiaries, LGHL or any of the Merger Subs to consummate the Transactions; provided, however, that in no event would any of the following, individually or in the aggregate, be deemed to constitute, or be taken into account in determining whether there has been or will be, a “Lanvin Group Material Adverse Effect”: (a) any change in applicable laws or IFRS or any interpretation thereof following the date of the Business Combination Agreement, (b) any change in interest rates or economic, political, business or financial market conditions generally, (c) any action taken as expressly required by the terms of the Business Combination Agreement or any other Transaction Documents or at the written request or with the written consent of PCAC, (d) any natural disaster (including hurricanes, storms, tornados, flooding, earthquakes, volcanic eruptions or similar occurrences), epidemic or pandemic (including any action taken or refrained from being taken in response to COVID-19 or any COVID-19 measures or any change in such COVID-19 Measures or interpretations following the date of the Business Combination Agreement), acts of nature or change in climate, (e) any acts of terrorism or war, the outbreak or escalation of hostilities, geopolitical conditions, local, national or international political conditions, riots or insurrections, (f) any failure in and of itself of Lanvin Group or any of its direct and indirect subsidiaries to meet any projections or forecasts; provided further that the exception in this clause (f) shall not prevent or otherwise affect a determination that any change, effect or development underlying such change has resulted in or contributed to a Lanvin Group Material Adverse Effect, (g) any events generally applicable to the industries or markets in which Lanvin Group or any of its direct and indirect subsidiaries operates, or (h) any worsening of the events referred to in clauses (b), (d), (e) or (g) to the extent existing as of the date of the Business Combination Agreement; provided, however, that in the case of each of clauses (b), (d), (e), (g) and (h), any such event to the extent it disproportionately affects Lanvin Group and its direct and indirect subsidiaries, taken as a whole, relative to other participants in the industries and geographies in which Lanvin

 

31

Group and its direct and indirect subsidiaries operate shall not be excluded from the determination of whether there is a Lanvin Group Material Adverse Effect, provided, further, any event that results in a material breach of the warranties set forth in Section 3.13(d) (disregarding, for such purpose, all materiality qualifiers therein and all disclosures made or deemed to have been made against such warranties) shall be deemed a Lanvin Group Material Adverse Effect.

Under the Business Combination Agreement, certain representations and warranties of PCAC are qualified in whole or in part by a material adverse effect standard for purposes of determining whether a breach of such representations and warranties has occurred. Pursuant to the Business Combination Agreement, a “PCAC Material Adverse Effect” means any event that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on (i) the business, assets and liabilities, results of operations or financial condition of PCAC or (ii) the ability of PCAC to consummate the Transactions; provided, however, that in no event would any of the following, individually or in the aggregate, be deemed to constitute, or be taken into account in determining whether there has been or will be, a “PCAC Material Adverse Effect”: (a) any change in applicable laws or U.S. GAAP or any interpretation thereof following the date of the Business Combination Agreement, (b) any change in interest rates or economic, political, business or financial market conditions generally, (c) any action taken as expressly required by the terms of the Business Combination Agreement or any other Transaction Documents or at the written request or with the written consent of Lanvin Group or LGHL, (d) any natural disaster (including hurricanes, storms, tornados, flooding, earthquakes, volcanic eruptions or similar occurrences), epidemic or pandemic (including any action taken or refrained from being taken in response to COVID-19 or any COVID-19 measures or any change in such COVID-19 Measures or interpretations following the date of the Business Combination Agreement), acts of nature or change in climate, (e) any acts of terrorism or war, the outbreak or escalation of hostilities, geopolitical conditions, local, national or international political conditions, riots or insurrections, (f) any change in the trading price or volume of the PCAC Units, PCAC Ordinary Shares or PCAC Warrants (provided that the underlying causes of such changes referred to in this clause (f) may be considered in determining whether there is a PCAC Material Adverse Effect except to the extent such cause is within the scope of any other exception within this definition), or (g) any worsening of the events referred to in clauses (b), (d) or (e) to the extent existing as of the date of the Business Combination Agreement; provided, however, that in the case of each of clauses (a), (b), (d), (e) and (g), any such event to the extent it disproportionately affects PCAC relative to other special purpose acquisition companies shall not be excluded from the determination of whether there is a PCAC Material Adverse Effect. Notwithstanding the foregoing, the amount of the redemption of PCAC Ordinary Shares, the failure to consummate a portion of the Private Placement or the failure to obtain PCAC Shareholders Approval shall not be deemed to be a PCAC Material Adverse Effect.

Closing of the Business Combination

The Closing shall take place remotely by exchange of electronic documents and signatures on the date which is three (3) Business Days after the first date on which all conditions described below under the section entitled “— Conditions to Closing of the Business Combination” have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof), or at such other time and place or in such other manner as shall be agreed upon by PCAC and Lanvin Group in writing.

Conditions to Closing of the Business Combination

Conditions to Each Party’s Obligations

The respective obligations of each party to the Business Combination Agreement to consummate the Transactions, are subject to the satisfaction, or written waiver by all of the parties thereto, at or prior to the Closing of the following conditions:

 

•

the PCAC Shareholders Approval shall have been obtained and remain in full force and effect;

 

32

•

the Lanvin Group Shareholders Approval shall have been obtained and remain in full force and effect;

 

•

the waiting period or periods (including any extension thereof) applicable to the consummation of the transactions contemplated under the Business Combination Agreement under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), shall have terminated or expired;

 

•

this proxy statement/prospectus shall have become effective under the Securities Act and no stop order suspending the effectiveness of this proxy statement/prospectus shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn;

 

•

(i) LGHL’s initial listing application with NYSE in connection with the Transactions shall have been approved and LGHL will, immediately following the Closing, satisfy any applicable initial and continuing listing requirements of NYSE, and LGHL shall not have received any notice of non-compliance therewith, and (ii) the LGHL Ordinary Shares to be issued in connection with the Transactions shall have been approved for listing on NYSE, subject to official notice of issuance;

 

•

no governmental authority shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) or governmental order that is then in effect and which has the effect of making the Transactions illegal or which otherwise prevents or prohibits consummation of the Transactions; and

 

•

upon the Closing and after giving effect to any redemption of PCAC Ordinary Shares and the Private Placement, LGHL will have net tangible assets of at least US$5,000,001.

Other Conditions to PCAC’s Obligations

The obligations of PCAC to consummate the Transactions, are subject to the satisfaction, or written waiver by PCAC, at or prior to the Closing of the following conditions:

 

•

(i) the Lanvin Group and LGHL Fundamental Warranties shall be true and correct in all but de minimis respects, in each case as of the Closing Date, except with respect to such warranties which speak as to an earlier date, which warranties shall be true and correct in all but de minimis respects at and as of such date, except for changes after the date of the Business Combination Agreement which are contemplated or expressly permitted by the Business Combination Agreement or the other Transaction Documents, and (ii) each of the warranties of Lanvin Group contained in the Business Combination Agreement other than the Lanvin Group and LGHL Fundamental Warranties (disregarding any qualifications and exceptions contained therein relating to materiality, material adverse effect and Lanvin Group Material Adverse Effect or any similar qualification or exception) shall be true and correct as of the Closing Date, except with respect to such warranties which speak as to an earlier date, which warranties shall be true and correct at and as of such date, except for, in each case, inaccuracies or omissions that would not, individually or in the aggregate, reasonably be expected to have a Lanvin Group Material Adverse Effect;

 

•

each of the covenants of Lanvin Group, LGHL and the Merger Subs to be performed as of or prior to the Closing shall have been performed in all material respects; and

 

•

since December 31, 2021, there has not been any Lanvin Group Material Adverse Effect.

Other Conditions to Lanvin Group, LGHL and the Merger Subs’ Obligations

The respective obligations of Lanvin Group, LGHL and the Merger Subs to consummate the Transactions, are subject to the satisfaction by Lanvin Group, LGHL and the Merger Subs, or written waiver by Lanvin Group, at or prior to the Closing of the following conditions:

 

•

(i) the PCAC Fundamental Warranties shall be true and correct in all but de minimis respects as of the Closing Date, except with respect to such warranties which speak as to an earlier date, which

 

33

warranties shall be true and correct in all but de minimis respects at and as of such date, except for changes after the date of the Business Combination Agreement which are contemplated or expressly permitted by the Business Combination Agreement , and (ii) each of the warranties of PCAC contained in the Business Combination Agreement other than the PCAC Fundamental Warranties (disregarding any qualifications and exceptions contained therein relating to materiality, material adverse effect or any similar qualification or exception) shall be true and correct as of the Closing Date, except with respect to such warranties which speak as to an earlier date, which warranties shall be true and correct in all material respects at and as of such date, in each case, inaccuracies or omissions that would not, individually or in the aggregate, reasonably be expected to have a PCAC Material Adverse Effect;

 

•

each of the covenants of PCAC to be performed as of or prior to the Closing shall have been performed in all material respects;

 

•

the sum of (i) the amount of cash and cash equivalents available in the Trust Account following the Special Meeting, after deducting the amounts required to satisfy the redemption of PCAC Ordinary Shares, plus (ii) the aggregate amount of proceeds of the Private Placement actually received by LGHL or PCAC prior to or substantially concurrently with the Closing, plus (iii) as of immediately prior to the Closing, the amount of cash and cash equivalents held by PCAC without restriction outside of the Trust Account and any interest earned on the amount of cash held inside the Trust Account (in each case of (i), (ii) and (iii), prior to payment of the accrued and unpaid transaction expenses) is at least US$350,000,000; and

 

•

since September 30, 2021, there has not been any PCAC Material Adverse Effect.

Representations and Warranties

Under the Business Combination Agreement, Lanvin Group made customary representations and warranties to PCAC relating to, among other things: organization, good standing and qualification; capitalization and voting rights; authorization; consents; absence of conflicts; compliance with laws; permits; tax matters; financial statements; absence of changes; actions; liabilities; material contracts; title; properties; intellectual property; labor and employment matters; effect of investment; brokers; this proxy statement/prospectus; insolvency; environmental matters; insurance; related party transactions and absence of outside reliance.

Under the Business Combination Agreement, PCAC made customary representations and warranties to Lanvin Group relating to, among other things: organization, good standing, corporate power and qualification; capitalization and voting rights; authorization; consents; absence of conflicts; tax matters; financial statements; investment company; related party transactions; absence of changes; actions; brokers; this proxy statement/prospectus; SEC filings; Trust Account; business activities; NYSE quotation; board approval and absence of outside reliance.

Under the Business Combination Agreement, LGHL and Merger Subs made customary representations and warranties to PCAC relating to, among other things: organization, good standing, corporate power and qualification; capitalization and voting rights; authorization; consents; absence of conflicts; absence of changes; actions; brokers; this proxy statement/prospectus; Investment Company Act of 1940; The Jumpstart Our Business Startups Act of 2012; business activities; PIPE investment; foreign private issuer and absence of outside reliance.

Covenants of the Parties

Covenants of Lanvin Group, LGHL and the Merger Subs

Lanvin Group, LGHL and the Merger Subs made certain covenants under the Business Combination Agreement, including, among other things, the following:

 

•

prior to the Initial Merger Effective Time, the Second Amended and Restated Memorandum and Articles of Association of Lanvin Group will be duly amended to exempt the Transactions from

 

34

provisions therein, including but not limited to, Article 10 (Anti-Dilution Protection) therein and Section 1.1 (Liquidation Rights) and Section 1.3 (Conversion Rights) of Schedule I thereto;

 

•

at the Initial Merger Effective Time, LGHL’s organizational documents will be amended and restated to read in their entirety in the form of the amended and restated memorandum and articles of association of LGHL attached to the Business Combination Agreement, and, as so amended and restated, will be the memorandum and articles of association of LGHL, until thereafter amended in accordance with the terms thereof and the Cayman Companies Act;

 

•

prior to the Closing, LGHL will apply for, and will use reasonable best efforts to cause, the LGHL Ordinary Shares to be issued in connection with the Transactions to be approved for listing on NYSE and accepted for clearance by the Depository Trust Company, subject to official notice of issuance, prior to the Closing Date;

 

•

subject to certain exceptions, during the Interim Period, Lanvin Group will, and will cause each other Material Subsidiary to, operate its business in the ordinary course, and will not, and will not permit any of its subsidiaries to, and each of LGHL and the Merger Subs will not:

 

•

(i) amend its memorandum and articles of association or other organizational documents (whether by merger, consolidation, amalgamation or otherwise); or (ii) propose or adopt a plan of complete or partial liquidation or dissolution, consolidation, restructuring, recapitalization or other reorganization;

 

•

incur, assume, guarantee or repurchase or otherwise become liable for any indebtedness for borrowed money, issue or sell any debt securities or options, warrants or other rights to acquire debt securities in a principal amount, individually or in the aggregate, exceeding US$3,000,000, except for amendments thereto that are immaterial, beneficial to Lanvin Group or otherwise required in order to consummate the Transactions;

 

•

transfer, issue, sell, grant, pledge or otherwise dispose of (i) any of its equity securities, or (ii) any options, warrants, rights of conversion or other rights, agreements, arrangements or commitment to issue, deliver or sell any equity securities, other than the issuance of (A) equity securities upon conversion of Lanvin Group’s preferred shares; and (B) equity securities of LGHL pursuant to the PIPE Investment or the Business Combination Agreement;

 

•

amend, modify, adopt, enter into or terminate any employee benefit plan or any other benefit or compensation plan, policy, program or contract that would be a benefit plan if in effect as of the date of the Business Combination Agreement;

 

•

sell, lease, exclusively license, transfer, abandon, allow to lapse or dispose of any material property or assets (including material intellectual property), in any single transaction or series of related transactions, except for (i) non-exclusive licenses entered into in the ordinary course of business, (ii) transactions that involve properties or assets having an aggregate value not exceeding US$10,000,000, or (iii) dispositions of obsolete, surplus or worn out assets that are no longer useful in the conduct of the business of Lanvin Group and its direct and indirect subsidiaries;

 

•

materially change any public privacy policy or the operation or security of any information technology assets, except as required by law;

 

•

merge, consolidate or amalgamate with or into any individual or entity;

 

•

make any acquisition of, or investment in, a business, by purchase of stock, securities or assets, merger or consolidation, or contributions to capital, or loans or advances, in any such case with a value or purchase price in excess of US$5,000,000 individually and US$10,000,000 in the aggregate;

 

•

settle any action with any governmental authority or any other third party in excess of US$1,000,000 individually and US$5,000,000 in the aggregate;

 

35

•

(i) subdivide, consolidate or reclassify any shares of its share capital, (ii) redeem, repurchase, cancel or otherwise acquire or offer to redeem, repurchase, or otherwise acquire any of its equity securities, except for the redemption of equity securities issued under the Brilliant Fashion Holdings Limited 2021 Incentive Award Plan in accordance with repurchase rights existing on the date of the Business Combination Agreement, (iii) declare, set aside, make or pay any dividend or other distribution, payable in cash, shares, property or otherwise, with respect to any of its share capital, or (iv) amend any term or alter any rights of any of its outstanding equity securities;

 

•

authorize, make or incur any capital expenditures or obligations or liabilities in connection therewith, other than any capital expenditures or obligations for the purposes of opening new retail stores, IT support and/or fulfilling obligations under any existing agreements (whether or not a material contract) in an amount not to exceed US$1,000,000 in the aggregate;

 

•

subject to certain exceptions, authorize, make or incur any company transaction bonus or obligations or liabilities in connection therewith;

 

•

enter into any contract to which Lanvin Group or any of its subsidiaries or any of their properties or assets is bound or subject to that (i) involves obligations (contingent or otherwise) or payments in excess of US$1,000,000 or has an unexpired term in excess of three (3) years, (ii) is a material agreement relating to intellectual property or IT assets (other than generally available “off-the-shelf” shrink wrap software licenses obtained by Lanvin Group or its subsidiaries on non-exclusive basis and non-negotiated terms), (iii) involves any provisions providing for exclusivity, non-compete, “change in control”, “most favored nations”, rights of first refusal or first negotiation or similar rights against Lanvin Group or any of its subsidiaries for a term in excess of one (1) year, or (iv) involves a sharing of profits or losses, or amend any such contract, in each case, except as would not have a Lanvin Group Material Adverse Effect;

 

•

voluntarily terminate, suspend, abrogate, amend or modify any material permit in a manner materially adverse to Lanvin Group and its direct and indirect subsidiaries, taken as a whole;

 

•

make, revoke or change any material tax election, adopt or change any material tax accounting method or period, file any amendment to a material tax return, enter into any agreement with a governmental authority with respect to a material amount of taxes, settle or compromise any examination, audit or other action with a governmental authority of or relating to any material taxes or settle or compromise any claim or assessment by a governmental authority in respect of material taxes, consent to any extension or waiver of the statutory period of limitations applicable to any claim or assessment in respect of taxes, or enter into any tax sharing or similar agreement (excluding any commercial contract not primarily related to taxes);

 

•

make any material change in its accounting principles or methods unless required by IFRS or applicable law; or

 

•

enter into any agreement or otherwise make a commitment to do any of the foregoing;

 

•

upon reasonable prior notice and subject to applicable law (and including for this purpose any COVID-19 Measures), during the Interim Period, Lanvin Group will, and will cause its direct and indirect subsidiaries and each of its and their respective officers, directors and employees to, and will use its commercially reasonable efforts to cause its representatives to, afford PCAC and its officers, directors, employees and representatives, following notice from PCAC, reasonable access during normal business hours to the officers, employees, agents, properties, offices and other facilities, books and records of Lanvin Group and its direct and indirect subsidiaries, and all financial, operating and other data and information as will be reasonably requested, subject to certain customary exceptions;

 

36

•

subject to the terms of its amended and restated memorandum and articles of association, LGHL will take all such action within its power as may be necessary or appropriate such that immediately following the Closing:

 

•

the board of directors of LGHL will consist of seven (7) directors, who will consist of one individual designated in writing by Sponsor (subject to the Sponsor holding 50% of the LGHL Ordinary Shares held by it on the listing date of the Shares on the NYSE) and six (6) individuals designated in writing by Lanvin Group, each such director to hold office in accordance with the amended and restated memorandum and articles of association of LGHL; and

 

•

the officers of Lanvin Group holding such positions as set forth on Lanvin Group’s disclosure letter will be the officers of LGHL, each such officer to hold office in accordance with the amended and restated memorandum and articles of association of LGHL until they are removed or resign in accordance therewith or until their respective successors are duly elected or appointed and qualified;

 

•

from and after the Closing, the Surviving Company and LGHL will jointly and severally indemnify and hold harmless each present and former director and officer of Lanvin Group, any of its subsidiaries, PCAC, LGHL and each Merger Sub (in each case, solely to the extent acting in his or her capacity as such and to the extent such activities are related to such party’s business, respectively) against any costs or expenses, judgments, fines, losses, claims, damages or liabilities incurred in connection with any action arising out of or pertaining to matters existing or occurring at or prior to the Closing, to the fullest extent permitted under applicable law and such parties’ respective organizational documents;

 

•

for a period of six years from the Closing, each of LGHL, the Surviving Company and PCAC will (and the Surviving Company will cause its subsidiaries to) maintain in effect directors’ and officers’ liability insurance covering those individuals and entities who are currently covered by the Company’s, any of its subsidiaries’, PCAC’s, LGHL’s or any Merger Sub’s, respectively, directors’ and officers’ liability insurance policies on terms not less favorable than the terms of such current insurance coverage, subject to a cap of 300% of the aggregate annual premium payable by relevant entity for the year ended December 31, 2021; provided, however, that (i) each of LGHL, the Surviving Company and PCAC may cause coverage to be extended by obtaining a six-year “tail” policy with respect to claims existing or occurring at or prior to the Closing and if and to the extent such policies have been obtained prior to the Closing with respect to any such persons, the Surviving Company, PCAC and LGHL, respectively, will maintain such policies in effect and continue to honor the obligations thereunder, and (ii) if any claim is asserted or made within such six-year period, any insurance required to be maintained will be continued in respect of such claim until the final disposition thereof;

 

•

Lanvin Group acknowledges and agrees that it is aware, and that each other subsidiary of it has been made aware of the restrictions imposed by U.S. federal securities laws and the rules and regulations of the SEC promulgated thereunder or otherwise and other applicable foreign and domestic laws on a person possessing material nonpublic information about a publicly traded company. Lanvin Group agrees that it shall not purchase or sell any equity securities of PCAC in violation of such laws, or cause or encourage any person to do any of the foregoing;

 

•

Lanvin Group will not adopt any shareholder rights plan, “poison pill” or similar anti-takeover instrument or plan in effect to which Lanvin Group or any of its direct or indirect subsidiaries would be or become subject, party or otherwise bound; and

 

•

unless otherwise approved in writing by PCAC and Lanvin Group, LGHL will not enter into any additional PIPE subscription agreements, permit any amendment or modification to be made to (or any waiver (in whole or in part) of), or otherwise provide consent to or under (including consent to termination) any provision or remedy under, or any replacements of, any of the Private Placement Agreements. LGHL and the Company will use their reasonable best efforts to take, or with respect to actions required to be taken by the counterparties to the Private Placement Agreements, request to be taken by such counterparties, all actions, and use their reasonable best efforts to do, or with respect to

 

37

actions required to be taken by such counterparties request to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the Private Placement Agreements on the terms and conditions described therein, including maintaining in effect the Private Placement Agreements. LGHL agrees that from and after the date of the Business Combination Agreement, it will assume all of the obligations of Lanvin Group set forth the letter agreement dated December 16, 2021, by and among PCAC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Cantor Fitzgerald & Co. with respect to the engagement of these entities as joint placement agents with respect to the PIPE Investment subject to certain limitations included therein and described in this proxy statement/prospectus and will be fully bound by and subject to all obligations of Lanvin Group under such letter as if it were an original party thereto.

Covenants of PCAC

PCAC made certain covenants under the Business Combination Agreement, including, among other things, the following:

 

•

upon satisfaction or waiver of the conditions described above in the section entitled “—Conditions to Closing of Business Combination” and provision of notice to Continental Stock Transfer & Trust Company as the trustee (in such capacity, the “Trustee”), (a) in accordance with and pursuant to the Investment Management Trust Agreement dated as of January 21, 2021, between PCAC and the Trustee (the “Investment Management Trust Agreement”), at the Closing, PCAC (i) shall cause any documents, opinions and notices required to be delivered to the Trustee to be so delivered and (ii) shall cause the Trustee to, and the Trustee shall thereupon be obligated to (A) pay as and when due all amounts payable to former shareholders of PCAC pursuant to the redemption of PCAC Ordinary Shares, and (B) immediately thereafter, pay all remaining amounts then available in the Trust Account to LGHL or the Surviving Company (as may be elected by LGHL) for immediate use, and (b) thereafter, the Trust Account shall terminate, except as otherwise provided therein;

 

•

during the Interim Period, PCAC shall ensure PCAC Class A Ordinary Shares, PCAC Warrants and PCAC Units remain listed on NYSE;

 

•

subject to certain exceptions, during the Interim Period, PCAC shall operate its business in the ordinary course and shall not:

 

•

change, modify or amend the Investment Management Trust Agreement or PCAC’s amended and restated memorandum and articles of association;

 

•

(i) make or declare any dividend or distribution to the shareholders of PCAC or make any other distributions in respect of any of equity securities of PCAC, (ii) sub-divide, combine, reclassify or otherwise amend any terms of any equity securities of PCAC or (iii) purchase, repurchase, redeem or otherwise acquire any of equity securities of PCAC, other than a redemption of PCAC Class A Ordinary Shares made as part of the redemption of PCAC Ordinary Shares;

 

•

merge, consolidate or amalgamate with or into, or acquire any other individual or entity or be acquired by any other individual or entity;

 

•

make or change any material election in respect of material taxes, except to comply with U.S. GAAP or applicable law;

 

•

enter into, renew or amend in any material respect, any transaction or material contract, except for material contracts entered into in the ordinary course of business;

 

•

incur, guarantee or otherwise become liable for any indebtedness or other material liability in a principal amount or amount, as applicable, exceeding US$2,000,000 in the aggregate, other than (i) indebtedness or other liabilities expressly contemplated by the Business Combination Agreement or (ii) liabilities that qualify as transaction expenses payable by PCAC or the Sponsor as a result of or in connection with the Transactions;

 

38

•

make any change in its accounting principles or methods unless required by U.S. GAAP;

 

•

issue any equity securities or grant any options, warrants or other equity-based awards;

 

•

settle or agree to settle any litigation, action, proceeding or investigation before any governmental authority or that imposes injunctive or other non-monetary relief on PCAC, LGHL or any Merger Sub;

 

•

form any subsidiary;

 

•

liquidate, dissolve, reorganize or otherwise wind-up the business and operations of PCAC; or

 

•

enter into any agreement or otherwise make a commitment to do any of the foregoing;

 

•

during the Interim Period, PCAC will use reasonable efforts to keep current, accurate and timely file all reports required to be filed or furnished with the SEC and otherwise comply in all material respects with its reporting obligations under applicable laws; and

 

•

at any meeting of the shareholders of Lanvin Group called to seek the Lanvin Group Shareholders Approval, or at any adjournment thereof, or in connection with any written consent of the shareholders of Lanvin Group or in any other circumstances upon which a vote, consent or other approval with respect to the Business Combination Agreement, any other Transaction Document, the Second Merger, or any other Transaction is sought, PCAC (a) shall, if a meeting is held, appear at such meeting or otherwise cause the shares of Lanvin Group for which PCAC has received a proxy pursuant to the Lanvin Group Shareholder Support Deed to be counted as present at such meeting for purposes of establishing a quorum and respond to each request by Lanvin Group for written consent, if any, and (ii) shall vote or cause to be voted (including by written consent, if applicable) such shares of Lanvin Group in favor of granting the Lanvin Group Shareholders Approval.

Mutual Covenants of the Parties

The parties made certain other covenants under the Business Combination Agreement, including, among other things, the following:

 

•

the parties shall use their commercially reasonable efforts to cooperate in good faith with any governmental authority and to undertake promptly any and all action required to obtain any necessary or advisable regulatory approvals, consents, actions, non-actions or waivers in connection with the Transactions as soon as practicable and any and all action necessary to consummate the Transactions and to cause the expiration or termination of the waiting, notice or review periods under any applicable regulatory approval with respect to the Transactions as promptly as possible after the execution of the Business Combination Agreement;

 

•

with respect to each of the regulatory approvals and any other requests, inquiries, actions or other proceedings by or from governmental authorities, each party shall (i) diligently and expeditiously defend and use commercially reasonable efforts to obtain any necessary clearance, approval, consent or regulatory approval under any applicable laws prescribed or enforceable by any governmental authority for the Transactions and to resolve any objections as may be asserted by any governmental authority with respect to the Transactions; and (ii) cooperate fully with each other in the defense of such matters. Each party will make all filings, to provide all information reasonably required of such party and to reasonably cooperate with each other, in each case, in connection with the regulatory approvals and subject to certain exceptions;

 

•

Lanvin Group and LGHL shall, within twenty (20) business days following the date of the Business Combination Agreement, file or supply, or cause to be filed or supplied in connection with the transactions contemplated herein, all notifications and information required to be filed or supplied pursuant to the HSR Act;

 

39

•

the parties made the following agreements with respect to non-solicitation:

 

•

during the Interim Period, PCAC will not, and will cause its affiliates and its and their respective representatives not to, directly or indirectly: (i) solicit, initiate, submit, facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer with respect to a PCAC Acquisition Proposal; (ii) furnish or disclose any non-public information to any person or entity in connection with or that could reasonably be expected to lead to a PCAC Acquisition Proposal; (iii) enter into any agreement, arrangement or understanding regarding a PCAC Acquisition Proposal (other than an acceptable confidentiality agreement); or (iv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any individual or entity to do or seek to do any of the foregoing;

 

•

during the Interim Period, Lanvin Group shall not, and shall cause its direct and indirect subsidiaries and its and their respective representatives not to, directly or indirectly: (i) solicit, initiate, submit, facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer with any third party with respect to a Lanvin Group Acquisition Proposal; (ii) furnish or disclose any non-public information to any third party in connection with or that would reasonably be expected to lead to a Lanvin Group Acquisition Proposal; (iii) enter into any agreement, arrangement or understanding with any third party regarding a Lanvin Group Acquisition Proposal; (iv) prepare or take any steps in connection with a public offering of any equity securities of Lanvin Group or any of its direct or indirect subsidiaries, or a newly-formed holding company thereof or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any individual or entity to do or seek to do any of the foregoing;

 

•

each of Lanvin Group and PCAC shall, and shall cause its representatives to, immediately cease any and all existing discussions or negotiations with any individual or entity conducted heretofore with respect to any Lanvin Group Acquisition Proposal or any PCAC Acquisition Proposal (as applicable);

 

•

PCAC shall notify Lanvin Group promptly in writing after its receipt of any PCAC Acquisition Proposal, or any material change to any terms of a PCAC Acquisition Proposal previously disclosed to Lanvin Group. PCAC shall also promptly notify Lanvin Group in writing if it enters into discussions or negotiations concerning any PCAC Acquisition Proposal;

 

•

the parties made the following agreements with respect to the preparation of this proxy statement/prospectus, and PCAC’s and Lanvin Group’s shareholder meetings and approvals:

 

•

as promptly as reasonably practicable after the execution of the Business Combination Agreement, the parties shall prepare, and LGHL shall file with the SEC, this proxy statement/prospectus relating to PCAC’s shareholder meeting to approve and adopt: (i) the Business Combination, the Business Combination Agreement, the other Transaction Documents and the other Transactions, (ii) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the proxy statement/prospectus or correspondence related thereto, (iii) any other proposals as reasonably agreed by PCAC and Lanvin Group to be necessary or appropriate in connection with the Transactions, and (iv) adjournment of the PCAC’s shareholder meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing. The parties each shall use their commercially reasonable efforts to (i) cause this proxy statement/prospectus when filed with the SEC to comply in all material respects with all laws applicable thereto and rules and regulations promulgated by the SEC, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning this proxy statement/prospectus, (iii) cause this proxy statement/prospectus to be declared effective under the Securities Act as promptly as practicable and (iv) keep this proxy statement/prospectus effective as long as is necessary to consummate the Transactions. Each of Lanvin Group, PCAC and LGHL also agrees to use its commercially

 

40

reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Transactions;

 

•

any filing of, or amendment or supplement to, this proxy statement/prospectus will be mutually prepared and agreed upon by PCAC, LGHL and Lanvin Group. LGHL and Lanvin Group will advise PCAC, and PCAC will advise LGHL and Lanvin Group, as applicable, promptly after receiving notice thereof, of the time when this proxy statement/prospectus has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of LGHL Ordinary Shares to be issued or issuable in connection with the Business Combination Agreement for offering or sale in any jurisdiction, or of any request by the SEC for amendment of this proxy statement/prospectus or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide each other with a reasonable opportunity to provide comments and amendments to any such filing. PCAC, LGHL and the Company shall cooperate and mutually agree upon any response to comments of the SEC or its staff with respect to this proxy statement/prospectus and any amendment to this proxy statement/prospectus filed in response thereto;

 

•

if, at any time prior to the Closing, any event or circumstance relating to PCAC or its officers or directors, is discovered by PCAC which should be set forth in an amendment or a supplement to this proxy statement/prospectus, PCAC shall promptly inform Lanvin Group and LGHL. If, at any time prior to the Closing, any event or circumstance relating to Lanvin Group, LGHL or any Merger Sub, or any of their respective subsidiaries or their respective officers or directors, is discovered by Lanvin Group, LGHL or a Merger Sub which should be set forth in an amendment or a supplement to this proxy statement/prospectus, Lanvin Group or LGHL, as the case may be, shall promptly inform PCAC. Thereafter, PCAC, LGHL and Lanvin Group shall promptly cooperate in the preparation and filing of an appropriate amendment or supplement to this proxy statement/prospectus describing or correcting such information and shall promptly file such amendment or supplement with the SEC and, to the extent required by law, disseminate such amendment or supplement to PCAC’s shareholders;

 

•

prior to or as promptly as practicable after this proxy statement/prospectus is declared effective under the Securities Act, PCAC shall establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders, to be held as promptly as reasonably practicable following the date on which this proxy statement/prospectus is declared effective under the Securities Act for the purpose of voting on the Transaction Proposals and obtaining the PCAC Shareholders Approval, providing PCAC shareholders with the opportunity to elect to effect a redemption of PCAC Ordinary Shares and such other matter as may be mutually agreed by PCAC and Lanvin Group. PCAC will use its reasonable best efforts to (i) solicit from its shareholders proxies in favor of the adoption of the Transaction Proposals, including the PCAC Shareholders Approval, and will take all other action necessary or advisable to obtain such proxies and PCAC Shareholders Approval and (ii) to obtain the vote or consent of its shareholders required by and in compliance with all applicable law, stock exchange rules and PCAC’s amended and restated memorandum and articles of association. PCAC (x) shall consult with Lanvin Group regarding the record date and the date of the Special Meeting and (y) shall not adjourn or postpone the shareholder meeting without the prior written consent of Lanvin Group; subject to certain exceptions;

 

•

this proxy statement/prospectus shall include a statement to the effect that PCAC’s board of directors has unanimously recommended that PCAC’s shareholders vote in favor of the Transaction Proposals at the Special Meeting and neither PCAC’s board of directors nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, such recommendation;

 

41

•

prior to or as promptly as practicable after this proxy statement/prospectus is declared effective under the Securities Act, Lanvin Group shall establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders, to be held as promptly as reasonably practicable following the date that this proxy statement/prospectus is declared effective under the Securities Act for the purpose of obtaining the Lanvin Group Shareholders Approval and such other matters as may be mutually agreed by PCAC and Lanvin Group. Lanvin Group will use its reasonable best efforts to (i) solicit from its shareholders proxies in favor of the Lanvin Group Shareholders Approval and (ii) obtain the requisite vote or consent of its shareholders required by and in compliance with all applicable law. Lanvin Group (x) shall set the date of its shareholder meeting to be seven days after this proxy statement/prospectus is declared effective and (y) shall not adjourn the shareholder meeting without the prior written consent of PCAC, subject to certain exceptions; and Lanvin Group shall send meeting materials to its shareholders entitled to receive notice of the meeting which shall seek the Lanvin Group Shareholders Approval and shall include in all applicable meeting materials and a statement to the effect that Lanvin Group’s board of directors has unanimously recommended that Lanvin Group’s shareholders vote in favor of the Lanvin Group Shareholders Approval and neither Lanvin Group’s board of directors nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, such recommendation;

 

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each of Lanvin Group and the PCAC shall, and Lanvin Group shall cause its subsidiaries, LGHL and the Merger Subs to, (a) use commercially reasonable efforts to obtain all material consents and approvals of third parties required to obtain in order to consummate the Transactions, (b) take such other action as may be reasonably necessary or as another party may reasonably request to satisfy the conditions to parties’ obligations to consummate the Transactions or otherwise to comply with the Business Combination Agreement and to consummate the Transactions as soon as practicable, subject to certain exceptions;

 

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the parties made the following agreements with respect to the tax matters:

 

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for U.S. federal income tax purposes, (a) it is intended that (i) the Initial Merger, together with the election described in the second sentence of Section 8.5(a) of the Business Combination Agreement will qualify as a “reorganization” under Section 368(a)(1)(F) of the Code , (ii) the Second Merger, will qualify as a “reorganization” under Section 368(a)(1) of the Code or an exchange under Section 351 of the Code , (iii) taken together, the PIPE Investment and the Second Merger will qualify as an exchange under Section 351 of the Code or a contribution to capital, and (iv) the Third Merger will qualify as an exchange under Section 351 of the Code and (b) the Business Combination Agreement is intended to constitute as a “plan of reorganization” with respect to the Mergers within the meaning of U.S. Treasury regulations Sections 1.368-2(g) and 1.368-3(a) for purposes of Sections 354, 361 and 368 of the Code and the U.S. Treasury regulations thereunder (the “Intended Tax Treatment”);

 

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each party shall (i) use its respective commercially reasonable efforts to cause the Mergers to qualify, and agree not to, and not to permit or cause any of their affiliates or subsidiaries to, take any action which to its knowledge could reasonably be expected to prevent or impede the Transactions from qualifying, for the Intended Tax Treatment and (ii) cause Merger Sub 1 to elect to be disregarded as an entity separate from its owner for U.S. federal income tax purposes as of the effective date of its formation and not subsequently change such classification effective on or prior to the Closing;

 

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in the event that any party seeks a tax opinion from its respective tax advisor regarding the Intended Tax Treatment of the Mergers, or the SEC requests or requires tax opinions, each party shall use reasonable efforts to execute and deliver customary tax representation letters as the applicable tax advisor may reasonably request in form and substance reasonably satisfactory to such advisor; and

 

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LGHL shall be responsible for and shall pay all transfer taxes incurred in connection with the transactions contemplated by the Business Combination Agreement and shall file all necessary tax returns and other documentation with respect to all such transfer taxes;

 

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Lanvin Group and LGHL shall promptly advise PCAC, and PCAC shall promptly advise Lanvin Group, as the case may be, of any action commenced (or to such party’s knowledge, threatened) on or after the date of the Business Combination Agreement against such party, any of its subsidiaries or any of its directors or officers by any shareholder of Lanvin Group or PCAC relating to the Business Combination Agreement, the Mergers or any of the other Transactions, the occurrence of which has caused or is reasonably likely to cause any condition to the obligations of any party to effect the Transactions not to be satisfied or is reasonably likely to have a material adverse effect on the ability of the parties to consummate the Transactions or to materially delay the timing thereof, and such party shall keep the other party reasonably informed regarding any such action. Subject to certain exceptions, Lanvin Group and LGHL shall give PCAC, and PCAC shall give Lanvin Group a reasonable opportunity to participate in the defense or settlement of any such action brought against itself, any of its respective subsidiaries or any of its respective directors or officers and no such settlement shall be agreed to without PCAC or Lanvin Group’s prior consent, as applicable;

 

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during the Interim Period, Lanvin Group shall promptly notify PCAC in writing, and PCAC shall promptly notify Lanvin Group in writing, upon any of Lanvin Group and its subsidiaries or PCAC, as applicable, becoming aware: (i) of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which has caused or is reasonably likely to cause any condition to the obligations of any party to effect the Transactions not to be satisfied or (ii) of any notice or other communication from any governmental authority which is reasonably likely to have a material adverse effect on the ability of the parties to consummate the Transactions or to materially delay the timing thereof; and

 

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Lanvin Group, LGHL and PCAC shall use their respective reasonable best efforts to cause the PCAC Units, PCAC Ordinary Shares and PCAC Warrants to be delisted from NYSE (or be succeeded by the respective LGHL securities) and to terminate its registration with the SEC pursuant to Sections 12(b), 12(g) and 15(d) of the Exchange Act (or be succeeded by LGHL) as of the Initial Merger Effective Time or as soon as practicable thereafter.

Non-Survival of Warranties and Covenants

Subject to certain exceptions, in the event of a termination of the Business Combination Agreement pursuant to the terms thereof, none of the warranties, covenants, obligations or other agreements in the Business Combination Agreement or in any certificate (including confirmations therein), statement or instrument delivered pursuant to the Business Combination Agreement, including any rights arising out of any breach of such warranties, covenants, obligations, agreements and other provisions, shall survive the Closing and shall terminate and expire upon the occurrence of the Closing (and there shall be no liability after the Closing in respect thereof), except for (i) those covenants and agreements contained in the Business Combination Agreement that by their terms expressly apply in whole or in part after the Closing, and then only with respect to any breaches occurring after the Closing and (ii) certain miscellaneous provisions of the Business Combination Agreement.

Termination

The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including, among others, as follows:

 

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by mutual written consent of Lanvin Group and PCAC;

 

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by Lanvin Group or PCAC by written notice to the other parties, if any governmental authority shall have enacted, issued, promulgated, enforced or entered any governmental order which has become final and non-appealable and has the effect of making consummation of the Transactions illegal or otherwise preventing or prohibiting consummation of the Transactions;

 

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by Lanvin Group or PCAC by written notice to the other parties, if the PCAC Shareholders Approval shall not have been obtained by reason of the failure to obtain the required vote at PCAC’s shareholder meeting duly convened therefor;

 

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by PCAC by written notice to the other parties if the Lanvin Group Shareholders Approval shall not have been obtained within ten (10) Business Days after this proxy statement/prospectus became effective;

 

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by PCAC by written notice to the other parties if Lanvin Group, LGHL or any Merger Sub is in material breach of its respective warranties or obligations under the Business Combination Agreement that would render any of the conditions to PCAC’s obligations to consummate the Transactions, as described in the section titled “—Conditions to Closing of the Business Combination” above, incapable of being satisfied at the Closing, and such breach is either not capable of being cured or is not cured within a certain period;

 

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by Lanvin Group by written notice to the other parties if PCAC is in material breach of its warranties or obligations hereunder that would render any of the conditions to Lanvin Group, LGHL and the Merger Subs’ obligations to consummate the Transactions, as described in the section titled “—Conditions to Closing of the Business Combination” above, incapable of being satisfied on the Closing Date, and such breach is either not capable of being cured or is not cured within a certain period;

 

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by Lanvin Group or PCAC by written notice to the other parties, if the Closing shall not have occurred by 5:00 p.m. (Hong Kong time) on the date falling nine (9) months from the date of the Business Combination Agreement or such other date as mutually agreed in writing by Lanvin Group and PCAC; provided that the right to terminate the Business Combination Agreement pursuant to the foregoing shall not be available to any party whose breach (in the case of Lanvin Group, including breach by LGHL or any Merger Sub) of any warranty, covenant or agreement set forth in the Business Combination Agreement in any manner shall have been the primary cause of the failure of the Closing to be have occurred on or prior to such date; or

 

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by Lanvin Group or PCAC by written notice to the other parties, if there shall have occurred a PCAC Material Adverse Effect after September 30, 2021 (in the case of a termination by the Company) or a Lanvin Group Material Adverse Effect after December 31, 2021 (in the case of a termination by PCAC).

Expenses

Except as otherwise set forth in the Business Combination Agreement or otherwise agreed in writing between any of the parties, each party shall be responsible for and pay its own expenses incurred in connection with the Business Combination Agreement and the Transactions, including all fees of its legal counsel, financial advisers and accountants; provided that if the Closing shall occur, LGHL shall pay or cause to be paid the out-of-pocket fees and expenses payable by PCAC, the Sponsor, Lanvin Group, LGHL and the Merger Subs in connection with the negotiation, documentation and consummation of the Transactions and, in case of PCAC and the Sponsor, also with all prior potential business combination transactions that have been evaluated or pursued by or on behalf of PCAC.

Governing Law

The Business Combination Agreement, and any claim or cause of action hereunder based upon, arising out of or related to the Business Combination Agreement or the negotiation, execution, performance or enforcement of the Business Combination Agreement, is governed by and construed in accordance with the laws of Hong Kong, without giving effect to the principles of conflicts of laws that would otherwise require the application of the laws of any other jurisdiction; provided that the fiduciary duties of the board of directors of Lanvin Group and PCAC with respect to the relevant Merger(s) are in each case governed by the laws of the Cayman Islands.

 

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Arbitration

The Business Combination Agreement contains a binding arbitration provision whereby the parties thereto agree to settle all disputes arising out of or in connection with the Business Combination Agreement under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules in Hong Kong. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English.

Amendments

The Business Combination Agreement may be amended or modified in whole or in part prior to the Initial Merger Effective Time only by a duly authorized agreement in writing executed by each of the parties; provided that after the Lanvin Group Shareholders Approval or the PCAC Shareholders Approval has been obtained, there shall be no amendment or waiver that, by law or the constitutional documents of Lanvin Group or PCAC, requires further approval by the shareholders of Lanvin Group or PCAC, respectively, without such approval having been obtained.

Ancillary Agreements

This section describes the material provisions of certain additional agreements that were entered into concurrently with, or will be entered into pursuant to (as applicable) the Business Combination Agreement, which are referred to herein as the “Ancillary Agreements”, but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of each of the Ancillary Agreements.

Subscription Agreements (PIPE Investment)

Concurrently with the execution of the Business Combination Agreement, LGHL and PCAC entered into subscription agreements (the “Initial PIPE Subscription Agreements”, and together with the Additional PIPE Subscription Agreements, the “PIPE Subscription Agreements”) with certain investors including Fosun Fashion Holdings (Cayman) Limited, a majority shareholder of FFG. Pursuant to the Initial PIPE Subscription Agreements, certain investors (the “Initial PIPE Investors”) agreed to subscribe for, and LGHL agreed to issue to such Initial PIPE Investors certain LGHL Ordinary Shares for $10 per share, for an aggregate purchase price equal to $50 million (together with additional subscription by certain investors, if any, of certain LGHL Ordinary Shares pursuant to certain additional subscription agreements to be entered after the date of the Business Combination Agreement and prior to the date on which PCAC Shareholders Approval is obtained (the “Additional PIPE Subscription Agreements”), the “PIPE Investment”, and together with the Forward Purchase Subscriptions, the “Private Placement”). Fosun Fashion Holdings (Cayman) Limited has agreed to subscribe for 3,800,000 LGHL Ordinary Shares for an aggregate purchase price of $38 million. See also “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Lanvin Group—Liquidity and Capital Resources—Borrowings” in relation to the PIPE Investment by Fosun Fashion Holdings (Cayman) Limited. The closing of the PIPE Investment is contingent upon, among other things, the consummation of the First Merger and the Second Merger immediately preceding it. The LGHL Ordinary Shares to be issued pursuant to the PIPE Subscription Agreements have not been registered under the Securities Act and will be issued in reliance on the availability of an exemption from such registration.

The PIPE Subscription Agreements provide for certain customary registration rights. In particular, the PIPE Subscription Agreements provide that LGHL is required to use reasonable best efforts to file with the SEC a registration statement registering the resale of such shares and certain other securities referenced therein within thirty (30) days after the Closing. Additionally, LGHL is required to use its reasonable efforts to have the registration statement declared effective promptly after the filing thereof, but no later than sixty (60) days (or 120 days if the SEC notifies LGHL that it will review the registration statement) following the filing date thereof, and

 

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to maintain the effectiveness of such registration statement until the earlier of (i) the date on which the relevant PIPE Investor ceases to hold shares covered by such registration statement, and (ii) the date all of the PIPE Investors’ shares covered by the registration statement can be sold publicly without restriction or limitation under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Act.

The form of PIPE Subscription Agreement is filed as Exhibit 10.1 to the registration statement on Form F-4, to which this proxy statement/prospectus relates and the foregoing description of the form of PIPE Subscription Agreement is qualified in its entirety by reference thereto.

Warrant Assignment, Assumption and Amendment Agreement

Concurrently with the execution of the Business Combination Agreement, LGHL, PCAC and Continental Stock Transfer & Trust Company entered into an amendment and restatement (the “Assignment, Assumption and Amendment Agreement”) of that certain Warrant Agreement, dated January 21, 2021, by and between PCAC and Continental Stock Transfer & Trust Company (the “Existing Warrant Agreement”), pursuant to which, among other things, effective as of the effective time of the Initial Merger, PCAC will assign all of its rights, title and interest in the Existing Warrant Agreement to LGHL.

The Assignment, Assumption and Amendment Agreement is filed as Exhibit 10.6 to the registration statement on Form F-4, to which this proxy statement/prospectus relates and the foregoing description of the Assignment, Assumption and Amendment Agreement is qualified in its entirety by reference thereto.

Investor Rights Agreement

Concurrently with the execution of the Business Combination Agreement, LGHL, the Sponsor, PCAC, FFG and certain existing shareholders of FFG entered into the Investor Rights Agreement (the “Investor Rights Agreement”), pursuant to which, among other things, (i) LGHL agreed to register for resale, pursuant to Rule 415 under the Securities Act, within certain period after the Closing Date, certain LGHL ordinary shares and other equity securities of LGHL held by certain parties from time to time, (ii) the Sponsor and such existing shareholders of FFG will be granted certain registration rights with respect to their respective LGHL ordinary shares, in each case, on the terms and subject to the conditions set forth in the Investor Rights Agreement, and (iii) LGHL agreed that its board of directors shall initially consist of seven (7) directors, with the Sponsor having the right to appoint and remove one (1) individual to serve as a director and the remaining directors nominated by the nominating committee of the board of directors of LGHL in consultation with the Sponsor and in accordance with the nominating committee’s policies and procedures.

The Investor Rights Agreement is filed as Exhibit 10.5 to the registration statement on Form F-4, to which this proxy statement/prospectus relates, and the foregoing description of the Investor Rights Agreement is qualified in its entirety by reference thereto.

Sponsor Support Deed

Concurrently with the execution of the Business Combination Agreement, PCAC, LGHL, the Sponsor, certain other holder of Class B ordinary shares of PCAC (the “Other Class B Shareholders”) and FFG entered into the Sponsor Support Deed (the “Sponsor Support Deed”), pursuant to which the Sponsor and such Other Class B Shareholders agreed to, among other things, (i) vote all of their ordinary shares and preferred shares of PCAC held of record or thereafter acquired in favor of the Business Combination Agreement and the transactions contemplated thereby, (ii) be bound by certain covenants and agreements in the Business Combination Agreement, including non-solicitation and (iii) be bound by certain transfer restrictions with respect to their shares of PCAC, in each case, on the terms and subject to the conditions set forth in the Sponsor Support Deed, and pursuant to which the Sponsor also agreed to, immediately prior to the consummation of the Initial Merger, irrevocably forfeit and surrender certain Class B ordinary shares of PCAC to PCAC for nil consideration.

 

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The Sponsor Support Deed is filed as Exhibit 10.2 to the registration statement on Form F-4, to which this proxy statement/prospectus relates, and the foregoing description of the Sponsor Support Deed is qualified in its entirety by reference thereto.

FFG Shareholders Support Deed

Concurrently with the execution of the Business Combination Agreement, PCAC, LGHL, FFG and certain existing shareholders of FFG entered into a Shareholder Support Deed (the “FFG Shareholder Support Deed”), pursuant to which such existing shareholders of FFG have agreed to, among other things, (i) vote all of their ordinary shares and preferred shares of FFG held of record or thereafter acquired in favor of the Business Combination Agreement and the transactions contemplated thereby, (ii) be bound by certain covenants and agreements in the Business Combination Agreement, including non-solicitation and (iii) be bound by certain transfer restrictions with respect to their shares of FFG, in each case on the terms and subject to the conditions set forth in the Lanvin Group Shareholder Support Deed, and pursuant to which Fosun Fashion Holdings (Cayman) Limited also agreed to, immediately prior to the consummation of the Second Merger, irrevocably forfeit and surrender certain ordinary shares of FFG to FFG for nil consideration.

The FFG Shareholder Support Deed is filed as Exhibit 10.3 to the registration statement on Form F-4, to which this proxy statement/prospectus relates, and the foregoing description of the FFG Shareholder Support Deed is qualified in its entirety by reference thereto.

Lock-up Agreements

Concurrently with the execution of the Business Combination Agreement, LGHL, PCAC, certain existing shareholders of FFG, the Sponsor and the Other Class B Shareholders entered into a Lock-Up Agreement (the “Lock-Up Agreement”), pursuant to which (i) Sponsor, the Other Class B Shareholders, Fosun and its affiliates, and their respective permitted transferees agreed not to sell, transfer or otherwise dispose of any Lock-Up Securities (as defined below) owned by them from the Closing until the earliest of (x) the date that is 12 months after the Closing Date; (y) the date on which LGHL completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of LGHL’s shareholders having the right to exchange their LGHL ordinary shares for cash, securities or other property (a “Liquidation Event Date”) and (z) if the last reported sale price of LGHL ordinary shares equals or exceeds US$12.00 per share (as adjusted for share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing, and (ii) such existing shareholders of FFG and their respective permitted transferees (other than Fosun, its affiliates and permitted transferees) agreed not to sell, transfer or otherwise dispose of any Lock-Up Securities (as defined below) owned by them from the Closing until the earlier of (x) the date that is 180 days after the Closing Date and (y) the Liquidation Event Date.

The “Lock-Up Securities” (i) with respect to any of the Sponsor, the Other Class B Shareholders and their respective permitted transferees, are LGHL ordinary shares and the LGHL warrants (or LGHL ordinary shares issued or issuable upon the conversion or exercise of the LGHL warrants) held by such person immediately following the Closing (other than LGHL ordinary shares acquired pursuant to the Private Placement or in the public market), and (ii) with respect to any of the existing shareholders of Lanvin Group and their respective permitted transferees, are (A) LGHL ordinary shares held by such person immediately following the Closing (other than LGHL ordinary shares acquired pursuant to the Private Placement or in the public market) and (B) LGHL ordinary shares issued to directors and officers of LGHL upon settlement or exercise of restricted stock units, stock options or other equity awards outstanding as of immediately following the Closing.

The Lock-up Agreement dated as of March 23, 2022 is filed as Exhibit 10.4 to the registration statement on Form F-4, to which this proxy statement/prospectus relates, and the foregoing description of the Lock-up Agreement is qualified in its entirety by reference thereto.

 

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On June 9, 2022, certain additional shareholders of FFG entered into a Lock-Up Agreement with PCAC and FFG, on terms that are substantially the same as those applicable to the minority shareholders of FFG party to the Lock-up Agreement dated as of March 23, 2022.

 

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

 

Q. Why am I receiving this proxy statement/ prospectus?		A. PCAC and Lanvin Group have agreed to a business combination under the terms of the Business Combination Agreement that is described in this proxy statement/prospectus. The Business Combination Agreement provides for, among other things, the merger of PCAC with and into the Merger Sub 1, pursuant to which each outstanding ordinary share of PCAC will be exchanged for a certain number of LGHL Ordinary Shares and each outstanding warrant of PCAC will be exchanged for one LGHL Warrant and the other transactions contemplated by the Business Combination Agreement. This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.
Q. What is being voted on at the Special Meeting?		A. PCAC’s shareholders are being asked to vote to approve the Business Combination Agreement and the transactions contemplated thereby, including the Merger. See the sections entitled “The Business Combination Proposal” and “The Merger Proposal”.   The shareholders may also be asked to consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates to permit further solicitation and vote of proxies if, based upon the tabulated votes at the time of the Special Meeting, PCAC would not have been authorized to consummate the Business Combination. See the section entitled “The Adjournment Proposal”.   PCAC will hold the Special Meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting. Shareholders should read it carefully.   The vote of shareholders is important. Shareholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.
Q. Why is PCAC proposing the Business Combination?		A. PCAC was organized to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.   PCAC completed its IPO on January 26, 2021.   Lanvin Group is a global luxury fashion group with five portfolio brands. PCAC believes that a business combination with Lanvin Group will provide PCAC shareholders with an opportunity to participate in a company with significant growth potential. See the section entitled “The Business Combination Proposal — Recommendation of PCAC’s Board of Directors”.
Q. Why is PCAC providing shareholders with the opportunity to vote on the Business Combination?		A. Under its amended and restated memorandum and articles of association, PCAC must provide all holders of its public shares with the opportunity to have their public shares redeemed upon the consummation of its initial business combination either in conjunction with a tender offer or in conjunction with a shareholder vote. For business and other reasons, PCAC has elected to provide its shareholders with the opportunity to have their public shares redeemed in

 

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		connection with a shareholder vote rather than a tender offer. Therefore, PCAC is seeking to obtain the approval of its shareholders of the Business Combination Proposal in order to allow its public shareholders to effectuate redemptions of their public shares in connection with the Closing.
Q. Are the proposals conditioned on one another?		A. Unless the Business Combination Proposal is approved, the Merger Proposal will not be presented to the shareholders of PCAC at the Special Meeting. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. It is important for you to note that in the event that the Business Combination Proposal and the Merger Proposal do not receive the requisite vote for approval, then PCAC will not consummate the Business Combination. If PCAC does not consummate the Business Combination and fails to complete an initial business combination within 24 months from the date of its public offering (or such later date as PCAC’s shareholders may approve), PCAC will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to its public shareholders.
Q. What will happen in the Business Combination?		A. At the Closing, it is proposed that (i) PCAC shall merge with and into Merger Sub 1, with Merger Sub 1 surviving such merger (the “Initial Merger”); (ii) Merger Sub 2 shall merge with and into Lanvin Group, with Lanvin Group surviving such merger (the “Second Merger”); and (iii) subsequently, Merger Sub 1 as the surviving company of the Initial Merger shall merge with and into Lanvin Group as the surviving company of the Second Merger, with Lanvin Group surviving such merger (the “Third Merger”, and together with the Initial Merger and the Second Merger, the “Mergers”). Upon consummation of the Mergers, Lanvin Group and PCAC will each become a wholly-owned subsidiary of LGHL and security holders of Lanvin Group and PCAC will exchange their Lanvin Group and PCAC securities (as the case may be) for securities of LGHL. The cash held in the Trust Account (other than any such cash to be paid to holders of the public shares that have properly elected to redeem their public shares) and the proceeds from the financing transactions in connection with the Business Combination will be used by LGHL for the growth plans of its existing brands, marketing and branding, and potential new investments following the consummation of the Business Combination after payments of certain transaction expenses incurred in connection with the Business Combination and the deferred underwriting commission incurred in connection with PCAC’s IPO. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. For a description of LGHL’s organizational structure upon consummation of the Business Combination, please see “The Business Combination Proposal — Transaction and Organizational Structures Prior to and Following the Consummation of the Business Combination”.
Q. What conditions must be satisfied to complete the Business Combination?		A. There are a number of closing conditions to the Business Combination, including, but not limited to, the following:   •   the approval of the Business Combination Agreement and the transactions contemplated thereby and related matters by the requisite vote of PCAC’s shareholders;   •   the approval of the Business Combination Agreement and the transactions contemplated thereby and related matters by the requisite vote of Lanvin Group’s shareholders;

 

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		•   the waiting period or periods (including any extension thereof) applicable to the consummation of the transactions contemplated under the Business
		Combination Agreement under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), shall have terminated or expired;   •   no governmental authority shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) or governmental order that is then in effect and which has the effect of making the Transactions illegal or which otherwise prevents or prohibits consummation of the Transactions;   •   LGHL having at least $5,000,001 in net tangible assets upon consummation of the Business Combination, after giving effect to public shareholders’ exercise of their redemption rights and the Private Placement;   •   the Minimum Cash Condition;   •   the effectiveness of the registration statement of which this proxy statement/prospectus forms a part; and   •   the approval of listing of LGHL’s securities by NYSE.   For a summary of all of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “Summary of the Material Terms of the Business Combination – General Description of the Business Combination Agreement”.
Q. Did the PCAC board obtain a third party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?		A. PCAC’s board of directors did not obtain a third party valuation or fairness opinion in connection with its determination to approve the Business Combination. The officers and directors of PCAC have substantial experience in evaluating the operating and financial merits of companies similar to Lanvin Group and concluded that their experience and backgrounds enabled them to make the necessary analyses and determinations regarding the Business Combination. In addition, PCAC’s officers and directors and its advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of PCAC’s board of directors in valuing Lanvin Group’s business and assuming the risk that the PCAC board of directors may not have properly valued such business.
Q. How many votes do I have at the Special Meeting?		A. PCAC shareholders are entitled to one vote at the Special Meeting for each PCAC Ordinary Share held of record as of             , 2022, the Record Date for the Special Meeting. As of the close of business on the Record Date, there were              Class A ordinary shares and              Class B PCAC Ordinary Shares issued and outstanding.
Q. What vote is required to approve the proposals presented at the Special Meeting?		A. The approval of each of the Business Combination Proposal and the Adjournment Proposal requires an Ordinary Resolution. The approval of the Merger Proposal requires a Special Resolution. Assuming a quorum is established, a shareholder’s failure to vote by proxy [or to vote in person at the Special Meeting] will have no effect on any of the proposals. The Sponsor, directors and officers of PCAC have agreed to vote their shares in favor of the Business Combination Proposal and the Merger Proposal. As of the date of this proxy statement/prospectus, the Sponsor, directors and officers of PCAC

 

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		beneficially owned an aggregate of 11,350,000 PCAC Ordinary Shares. In addition, the Forward Purchase Investors have agreed to vote their shares in favor of the Business Combination Proposal and the Merger Proposal. As of the date of this proxy statement/prospectus, the Forward Purchase Investors owned an aggregate of 1,000,000 PCAC Ordinary Shares.
Q. What constitutes a quorum at the Special Meeting?		A. Holders of a majority in voting power of PCAC Ordinary Shares issued and outstanding and entitled to vote at the Special Meeting constitute a quorum. In the absence of a quorum, the chairman of the Special Meeting has the power to adjourn the Special Meeting. As of the Record Date,              PCAC Ordinary Shares would be required to achieve a quorum.
Q. How do the insiders of PCAC intend to vote on the proposals?		A. The Sponsor, officers and directors of PCAC beneficially own and are entitled to vote an aggregate of approximately 21% of the outstanding PCAC Ordinary Shares. These parties have agreed to vote their securities in favor of the Business Combination Proposal and the Merger Proposal. The Sponsor, officers and directors of PCAC have also indicated that they intend to vote their shares in favor of all other proposals being presented at the Special Meeting.
Q. Do I have redemption rights?		A. Pursuant to PCAC’s amended and restated memorandum and articles of association, holders of public shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with PCAC’s amended and restated memorandum and articles of association. As of the date of this proxy statement/prospectus, based on funds in the Trust Account of approximately $            , this would have amounted to approximately $             per public share. If a holder exercises its redemption rights, then such holder will be exchanging its PCAC Ordinary Shares for cash. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to PCAC’s transfer agent prior to the Special Meeting. See the section titled “Extraordinary General Meeting of PCAC Shareholders—Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash, as well as “Comparative Share Information” for details regarding the relevant redemption scenarios.
Q. As long as I vote on the Business Combination, will how I vote affect my ability to exercise redemption rights?		A. No. You may exercise your redemption rights whether you vote your PCAC Ordinary Shares “FOR” or “AGAINST” the Business Combination Proposal or any other proposal described by this proxy statement/prospectus. As a result, the Business Combination Agreement can be approved by shareholders who will redeem their shares and no longer remain shareholders, leaving shareholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer shareholders, potentially less cash and the potential inability to meet the listing standards of NYSE.
Q. How do I exercise my redemption rights?		A. If you are a holder of public shares and wish to exercise your redemption rights, you must demand that PCAC redeem your shares for cash no later than 5:00 p.m. Eastern Time on             , 2022 (two (2) business days prior to the vote on the Business Combination Proposal) by (A) submitting your request in writing to              of Continental Stock Transfer & Trust Company, at the address listed at the end of this section, and (B) delivering your shares to PCAC’s transfer agent physically or electronically using The Depository Trust

 

52

		Company’s DWAC System. As long as you vote on the Business Combination Proposal, you may affirmatively vote either for or against the Business
		Combination Proposal without affecting your eligibility for exercising your redemption rights. Your vote on any proposal other than the Business Combination Proposal will not have any impact on your eligibility for exercising redemption rights. Any holder of public shares satisfying requirements for exercising redemption rights set forth herein will be entitled to demand that his shares be redeemed for a full pro rata portion of the amount then in the Trust Account (which was $             million, or $             per share, as of the Record Date). Such amount, less any owed but unpaid taxes on the funds in the Trust Account, will be paid promptly upon consummation of the Business Combination. There are currently no owed but unpaid income taxes on the funds in the Trust Account. However, under Cayman Islands law, the proceeds held in the Trust Account could be subject to claims which could take priority over those of PCAC’s public shareholders exercising redemption rights, regardless of whether such holders vote for or against the Business Combination Proposal. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims.   Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the Special Meeting. If you deliver your shares for redemption to PCAC’s transfer agent and later decide prior to the Special Meeting not to elect conversion, you may request that PCAC’s transfer agent return the shares (physically or electronically). You may make such request by contacting PCAC’s transfer agent at the phone number or address listed at the end of this section.   Any corrected or changed proxy card or written demand of redemption rights must be received by PCAC’s secretary prior to the vote taken on the Business Combination Proposal at the Special Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to PCAC’s transfer agent at least two (2) business days prior to the vote at the Special Meeting.   If a holder of public shares properly makes a demand for redemption as described above, then, if the Business Combination is consummated, PCAC will redeem such holder’s shares for a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your PCAC Ordinary Shares for cash and will not be entitled to LGHL Ordinary Shares upon consummation of the Business Combination. If the Business Combination is not approved or completed for any reason, then holders of public shares who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the Trust Account. In such case, PCAC will promptly return any shares delivered by public holders and such holders may only share in the assets of the Trust Account upon the liquidation of PCAC. This may result in holders receiving less than they would have received if the Business Combination was completed and they exercised redemption rights in connection therewith due to potential claims of creditors.   If you are a holder of public shares and you exercise your redemption rights, it will not result in the loss of any PCAC Warrants that you may hold. Your

 

53

		warrants will become exercisable to purchase one LGHL Ordinary Share in the form of Ordinary Shares in lieu of one PCAC Ordinary Share for a purchase price of $11.50 per Ordinary Share upon consummation of the Business Combination.
Q. If I am a warrant holder, can I exercise redemption rights with respect to my warrants?		A. No. The holders of PCAC Warrants have no redemption rights with respect to such securities.
Q. If I am a unit holder, can I exercise redemption rights with respect to my units?		A. No. Holders of outstanding units must separate the underlying PCAC Ordinary Shares and PCAC Warrants prior to exercising redemption rights with respect to the public shares.   If you hold units registered in your own name, you must deliver the certificate for such units to Continental Stock Transfer & Trust Company, PCAC’s transfer agent, with written instructions to separate such units into public shares and public warrants. This must be completed far enough in advance to permit the mailing of the public share certificates back to you so that you may then exercise your redemption rights upon the separation of the public shares from the units. See the question “How do I exercise my redemption rights?” above. The address of Continental Stock Transfer & Trust Company is listed under the question “Who can help answer my questions?” below.   If a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company, PCAC’s transfer agent. Such written instructions must include the number of units to be split and the nominee holding such units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant units and a deposit of an equal number of public shares and public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the public shares from the units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your public shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.
Q. Do I have appraisal rights if I object to the proposed Business Combination?		A. Neither PCAC unit holders nor PCAC Warrant holders have appraisal rights in connection with the Business Combination under the Cayman Companies Act.
Q. I am a PCAC Warrant holder. Why am I receiving this proxy statement/ prospectus?		A. As a holder of PCAC Warrants, upon consummation of the Business Combination, you will be entitled to purchase one LGHL Ordinary Share in lieu of one PCAC Ordinary Share at a purchase price of $11.50 per Ordinary Share. This proxy statement/prospectus includes important information about LGHL and the business of LGHL and its subsidiaries following the consummation of the Business Combination. Since holders of PCAC Warrants will become holders of LGHL warrants and may become holders of LGHL Ordinary Share upon consummation of the Business Combination, we encourage you to read the information contained in this proxy statement/prospectus carefully.

 

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Q. What happens to the funds deposited in the Trust Account after consummation of the Business Combination?		A. A total of $414 million was placed in the Trust Account immediately following the PCAC initial public offering and simultaneous private placement (including upon the exercise of the underwriters’ over-allotment option). After consummation of the Business Combination, the funds in the Trust Account will be released to LGHL and used by LGHL to pay holders of the public shares who exercise redemption rights, to pay fees and expenses incurred in connection with the Business Combination (including fees of approximately $14,490,000 to certain underwriters in connection with the Business Combination), for expenses related to prior proposed business combinations that were not consummated and for working capital and general corporate purposes of LGHL.
Q. What happens if a substantial number of public shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?		A. Unlike some other blank check companies which require public shareholders to vote against a business combination in order to exercise their redemption rights, PCAC’s public shareholders may vote in favor of the Business Combination but still exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public shareholders is substantially reduced as a result of redemptions by public shareholders. However, the Business Combination will only be consummated if, upon the consummation of the Business Combination, LGHL has at least $5,000,001 of net tangible assets after giving effect to the payment of amounts that PCAC will be required to pay to redeeming shareholders upon consummation of the Business Combination and the Minimum Cash Condition is satisfied. As a result, with fewer public shares and public shareholders, the trading market for LGHL Ordinary Share may be less liquid than the market for PCAC Ordinary Shares was prior to the Business Combination and LGHL may not be able to meet the listing standards of NYSE or another national securities exchange, which is a condition to closing the Business Combination. In addition, with fewer funds available from the Trust Account, the working capital infusion from the Trust Account into Lanvin Group’s business will be reduced.
Q. Will PCAC enter into any equity financing arrangements in connection with the Business Combination?		A. Yes. PCAC entered into a Forward Purchase Agreement with each of the Forward Purchase Investors on January 4, 2021 and January 5, 2021, respectively, pursuant to which, amongst others, the Forward Purchase Investors have agreed to purchase an aggregate of 8,000,000 PCAC Class A Ordinary Shares, plus an aggregate of 2,000,000 PCAC Warrants to purchase PCAC Class A Ordinary Share at $11.50 per share, for an aggregate purchase price of $80,000,000, or $10.00 per PCAC Class A Ordinary Share, in a private placement to close concurrently with the Closing, and an aggregate of 1,000,000 PCAC Class B Ordinary Shares were transferred by the Sponsor to the Forward Purchase Investors for no consideration. On March 23, 2022, PCAC and LGHL entered into the Subscription Agreements with certain investors for the PIPE Investment, pursuant to which LGHL agreed to issue and sell to the PIPE Investors $50,000,000 of LGHL Ordinary Shares, at a price of $10.00 per share, simultaneously with or immediately following Closing. The PIPE Investment is conditioned on the Business Combination having been consummated substantially concurrently with, and immediately prior to, the closing of the sale of the subscription shares and other customary closing conditions. The proceeds from the Forward Purchase Subscriptions and the PIPE Investment will be used for LGHL’s working capital and general corporate purposes.

 

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Q. What happens if the Business Combination is not consummated?		A. If PCAC does not complete the Business Combination with Lanvin Group or another business combination by January 26, 2023 (or such other date as may be approved by PCAC’s shareholders), PCAC must redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to an amount then held in the Trust Account (currently anticipated to be approximately $             per share as of             , the anticipated closing date).
Q. When do you expect the Business Combination to be completed?		A. It is currently anticipated that the Business Combination will be consummated promptly following the Special Meeting which is set for             , 2022; however, such Special Meeting could be adjourned, as described above. For a description of the conditions for the completion of the Business Combination, see the section entitled “Summary of the Material Terms of the Business Combination — General Description of the Business Combination Agreement — Conditions to Closing of the Business Combination”.
Q. What do I need to do now?		A. PCAC urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a shareholder and/or warrant holder of PCAC. Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.
Q. How do I vote?		A. If you are a holder of record of PCAC Ordinary Shares on the Record Date, you may vote in person at the Special Meeting or by submitting a proxy for the Special Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name”, which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares [or, if you wish to attend the Special Meeting and vote in person, obtain a proxy from your broker, bank or nominee].
Q. If my shares are held in “street name”, will my broker, bank or nominee automatically vote my shares for me?		A. As disclosed in this proxy statement/prospectus, your broker, bank or nominee cannot vote your shares on the Business Combination Proposal or the Merger Proposal unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee.
Q. May I change my vote after I have mailed my signed proxy card?		A. Yes. Shareholders may send a later-dated, signed proxy card to PCAC at the address set forth below so that it is received by PCAC prior to the vote at the Special Meeting or attend the Special Meeting in person and vote. Shareholders also may revoke their proxy by sending a notice of revocation to PCAC’s secretary, which must be received prior to the vote at the Special Meeting.
Q. What happens if I fail to take any action with respect to the Special Meeting?		A. If you fail to take any action with respect to the Special Meeting and the Business Combination is approved by shareholders and consummated, you will become a shareholder and/or warrant holder of LGHL. If you fail to take any action with respect to the Special Meeting and the Business Combination is not approved, you will continue to be a shareholder and/or warrant holder of PCAC.

 

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Q. What should I do with my share and/or warrants certificates?		A. PCAC Warrant holders should not submit their warrant certificates now and those shareholders who do not elect to have their public shares redeemed for a pro rata share of the Trust Account should not submit their share certificates now. After the consummation of the Business Combination, LGHL’s transfer agent will send instructions to PCAC security holders regarding the exchange of their PCAC securities for LGHL securities. PCAC shareholders who exercise their redemption rights must deliver their share certificates to PCAC’s transfer agent (either physically or electronically) at least two (2) business days prior to the vote at the Special Meeting.
Q. What should I do if I receive more than one set of voting materials?		A. Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your PCAC Ordinary Shares.
Q. Who can help answer my questions?		A. If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:   Primavera Capital Acquisition Corporation 41/F Gloucester Tower 15 Queen’s Road Central Hong Kong Email: ir@pvspac.com   Or:   You may also obtain additional information about PCAC from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information”. If you are a holder of public shares and you intend to seek redemption of your shares, you will need to deliver your shares (either physically or electronically) to PCAC’s transfer agent at the address below at least two (2) business days prior to the vote at the Special Meeting. If you have questions regarding the certification of your position or delivery of your shares, please contact:   Continental Stock Transfer & Trust Company 1 State Street, 30th Floor New York, New York 10004 E-mail:

 

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FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements. Forward-looking statements include all statements that are not historical statements of fact and statements regarding, but not limited to, the respective expectations, hopes, beliefs, intention or strategies of LGHL, Lanvin Group (FFG) or PCAC regarding the future. You can identify these statements by forward-looking words such as “may”, “expect”, “predict”, “potential”, “anticipate”, “contemplate”, “believe”, “estimate”, “intends”, “will”, “would” and “continue” or similar words. You should read statements that contain these words carefully because they:

 

•

discuss future expectations;

 

•

contain projections of future results of operations or financial condition; or

 

•

state other “forward-looking” information.

LGHL, Lanvin Group (FFG) and PCAC believe it is important to communicate their expectations to their security holders. However, there may be events in the future that they are not able to predict accurately or over which they have no control. The risk factors and cautionary language discussed in this proxy statement/prospectus provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by LGHL, Lanvin Group or PCAC in such forward-looking statements, including among other things:

 

•

the number and percentage of PCAC’s public shareholders voting against the Business Combination Proposal and/or seeking redemption;

 

•

the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement;

 

•

LGHL’s ability to satisfy the listing criteria of NYSE and to maintain the listing of its securities on NYSE following the Business Combination;

 

•

changes adversely affecting the business in which Lanvin Group is engaged;

 

•

the projected financial information, anticipated growth rate, profitability and market opportunity of LGHL and Lanvin Group (FFG) may not be an indication of the actual results of the Business Combination or the future results of LGHL and Lanvin Group (FFG);

 

•

management of growth;

 

•

the impact of COVID-19 or similar public health crises on Lanvin Group’s business;

 

•

LGHL’s ability to develop and maintain effective internal controls;

 

•

high levels of competition in the luxury products market;

 

•

general economic conditions;

 

•

Lanvin Group’s business strategy and plans;

 

•

the result of future financing efforts; and

 

•

other factors discussed elsewhere in this proxy statement/prospectus, including tin the section entitled “Risk Factors”.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement/prospectus.

The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this proxy statement/prospectus. All forward-looking statements included herein attributable to any of PCAC, Lanvin Group or any person acting on either party’s behalf are expressly

 

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qualified in their entirety by the cautionary statements contained or referred to in this section as well as any other cautionary statements contained herein. Except to the extent required by applicable laws and regulations, PCAC and Lanvin Group undertake no obligations to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

Before a shareholder grants its proxy or instructs how its vote should be cast or vote on the Business Combination Proposal, the Merger Proposal or the Adjournment Proposal, it should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect PCAC, LGHL and/or Lanvin Group. Therefore, you should read this proxy statement/prospectus completely and with the understanding that LGHL’s actual future results may be materially different from the expectations of PCAC, LGHL and/or Lanvin Group.

 

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SELECTED HISTORICAL FINANCIAL INFORMATION

PCAC

The following selected historical financial information of PCAC set forth below should be read in conjunction with the section of this proxy statement/prospectus entitled “PCAC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and PCAC’s historical audited and unaudited financial statements and the related notes thereto included elsewhere in this proxy statement/prospectus.

The following financial information as of and for the year ended December 31, 2021 are derived from PCAC’s audited historical financial statements, which are included elsewhere in this proxy statement/prospectus. The following financial information as of June 30, 2022 and for the six month periods ended June 30, 2021 and 2022 are derived from PCAC’s unaudited historical financial statements, which are included elsewhere in this proxy statement/prospectus

The unaudited historical financial statements were prepared on a basis consistent with our audited historical financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair statement of the financial information. The results for any interim period are not necessarily indicative of the results that may be expected for the full year. In addition, the results of operations for any period are not necessarily indicative of the results to be expected for any future period.

 

		For the Year Ended December 31, 2021 (Audited)				For the Six Months Ended
						June 30, 2022 (Unaudited)				June 30, 2021 (Unaudited)
Statement of Operations Data:
Loss from operations		$	(3,456,132	)		$	(2,688,299	)		$	(530,635	)
Total Other income (expense), net		$	24,335,174			$	12,821,166			$	12,641,705
Net income (loss)		$	20,879,042			$	10,132,867			$	12,111,070
Weighted average shares outstanding, Class A redeemable ordinary shares			38,450,959				41,400,000				35,453,039
Basic and diluted net income per share, Class A redeemable ordinary shares		$	0.41			$	0.19			$	0.25
Weighted average shares outstanding, Class B non-redeemable ordinary shares			12,257,534				12,350,000				12,156,077
Basic and diluted net income per share, Class B non-redeemable ordinary shares		$	0.41			$	0.19			$	0.25

 

		As of December 31, 2021 (Audited)				As of June 30, 2022 (Unaudited)
Balance Sheet Data:
Working capital (deficiency)		$	(2,120,255	)		$	(4,813,477	)
Total assets		$	415,120,730			$	415,108,010
Total liabilities		$	38,013,698			$	27,868,111
Class A ordinary shares subject to possible redemption		$	414,000,000			$	414,646,746
Shareholder’s equity (deficit)		$	(36,892,203	)		$	(27,406,847	)

 

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LANVIN GROUP

The following tables present Lanvin Group’s selected consolidated financial and other data. The consolidated statements of profit or loss for the years ended December 31, 2021 and 2020 and consolidated statement of financial position as of December 31, 2021 and 2020, have been derived from Lanvin Group’s audited consolidated financial statements included elsewhere in this proxy statement/prospectus.

The financial data set forth below should be read in conjunction with, and is qualified by reference to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Lanvin Group” and the consolidated financial statements and notes thereto included elsewhere in this proxy statement/prospectus. Lanvin Group’s consolidated financial statements are prepared and presented in accordance with IFRS. The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of Lanvin Group following the Business Combination.

CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE LOSS

 

		for the year ended 2021				for the year ended 2020
(Euro thousands, except percentages)
Continuing operations
Revenue			308,822				222,612
Cost of sales			(138,920	)			(105,218	)
Gross profit			169,902				117,394
Marketing and selling expenses			(165,502	)			(151,631	)
General and administrative expenses			(122,497	)			(115,181	)
Other operating income and expenses			10,083				(18,399	)
Loss from operations before non-underlying items			(108,014	)			(167,817	)
Non-underlying items			45,206				43,546
Loss from operations			(62,808	)			(124,271	)
Finance cost – net			(9,313	)			(12,989	)
Loss before income tax			(72,121	)			(137,260	)
Income tax expenses			(4,331	)			1,603
Loss for the year			(76,452	)			(135,657	)
Attributable to:
Owners of the Company			(65,354	)			(110,761	)
Non-controlling interests			(11,098	)			(24,896	)
Loss per share in EURO
Basic and diluted (in Euro per share)			(0.19	)			(0.41	)
Other comprehensive (loss)/income			(8,050	)			6,364
Total comprehensive loss for the year			(84,502	)			(129,293	)
Attributable to:
Owners of the Company			(72,114	)			(106,049	)
Non-controlling interests			(12,388	)			(23,244	)

 

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CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

 

		December 31, 2021				December 31, 2020
(Euro thousands, except percentages)
Non-current assets
Intangible assets			181,234				175,542
Goodwill			69,323				69,323
Property, plant and equipment			40,564				26,879
Right-of-use assets			118,775				117,917
Deferred income tax assets			17,070				13,608
Other non-current assets			15,742				8,280
Total non-current assets			442,708				411,549
Current assets
Inventories			92,335				75,842
Trade receivables			39,781				22,191
Other current assets			41,706				23,353
Cash and bank balances			88,981				44,935
Total current assets			262,803				166,321
Total assets			705,511				577,870
Non-current liabilities
Non-current borrowings			11,212				11,399
Non-current lease liabilities			102,987				104,382
Non-current provisions			4,166				3,286
Employee benefits			18,464				19,085
Deferred income tax liabilities			54,179				53,284
Other non-current liabilities			1,080				1,338
Total non-current liabilities			192,088				192,774
Current liabilities
Trade payables			58,151				47,436
Bank overdrafts			14				764
Current borrowings			55,559				7,438
Current lease liabilities			37,072				32,503
Current provisions			3,141				2,490
Other current liabilities			68,660				44,070
Total current liabilities			222,597				134,701
Total liabilities			414,685				327,475
Net assets			290,826				250,395
Equity
Equity attributable to owners of the Company
Share capital			339,259				289,165
Treasury shares			(3	)			—
Other reserves			149,460				81,198
Accumulated losses			(224,328	)			(158,974	)
			264,388				211,389
Non-controlling interests			26,438				39,006
Total equity			290,826				250,395

 

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CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

 

		Attributable to owners of the Company
		Issued capital				Treasury shares				Other Reserves				Accumulated losses				Total				Non-controlling interests				Total equity
(Euro thousands, except percentages)
Balance at January 1, 2020			265,731				—				44,607				(48,213	)			262,125				61,342				323,467
Comprehensive loss
Loss for the year			—				—				—				(110,761	)			(110,761	)			(24,896	)			(135,657	)
Currency translation difference			—				—				4,893				—				4,893				1,778				6,671
Net actuarial losses from defined benefit plans			—				—				(181	)			—				(181	)			(126	)			(307	)
Total comprehensive loss			—				—				4,712				(110,761	)			(106,049	)			(23,244	)			(129,293	)
Transactions with owners
Capital injection from shareholders			23,434				—				24,279				—				47,713				—				47,713
Employee share-based compensation			—				—				5,389				—				5,389				—				5,389
Debt forgiveness by shareholder			—				—				3,176				—				3,176				—				3,176
Capital contribution from non-controlling interests			—				—				119				—				119				548				667
Changes in ownership interest in a subsidiary without change of control			—				—				(1,084	)			—				(1,084	)			360				(724	)
Others			—				—				—				—				—				—				—
Total transactions with owners			23,434				—				31,879				—				55,313				908				56,221
Balance at December 31, 2020			289,165				—				81,198				(158,974	)			211,389				39,006				250,395
Balance at January 1, 2021			289,165				—				81,198				(158,974	)			211,389				39,006				250,395
Comprehensive loss
Loss for the year			—				—				—				(65,354	)			(65,354	)			(11,098	)			(76,452	)
Currency translation difference			—				—				(6,355	)			—				(6,355	)			(1,257	)			(7,612	)
Net actuarial losses from defined benefit plans			—				—				(405	)			—				(405	)			(33	)			(438	)
Total comprehensive loss											(6,760	)			(65,354	)			(72,114	)			(12,388	)			(84,502	)

 

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