Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
15 December 2023 - 11:26PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF
FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR
15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Month of December 2023
Commission File Number: 001-41569
LANVIN GROUP HOLDINGS LIMITED
4F, 168
Jiujiang Road,
Carlowitz & Co, Huangpu District
Shanghai, 200001, China
(Address of principal executive offices)
Indicate by check mark whether
the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Closing of Share Buyback and Private Placement of Ordinary Shares
On December 14, 2023 (the Closing Date), Lanvin Group Holdings (the Company) consummated the previously announced share buyback
and subscription agreement with Meritz Securities Co., Ltd. (Meritz) dated December 1, 2023 (the Meritz SBSA) and amended and restated relationship agreement dated December 1, 2023 (the Amended and Restated
Relationship Agreement). Details of the Meritz SBSA and Amended and Restated Relationship Agreement are incorporated by reference to the Report of Foreign Private Issuer on Form 6-K the Company filed
with the Securities and Exchange Commission on December 1, 2023.
On the Closing Date, the following transactions occurred pursuant to the terms of
the Meritz SBSA:
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Meritz sold and surrendered, and the Company repurchased from Meritz one convertible preference share of the
Company and 4,999,999 ordinary shares par value US$0.000001 of the Company for a price equal to US$54,473,260; |
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immediately thereafter, Meritz agreed to subscribe for, and the Company issued 19,050,381 ordinary shares par
value US$0.000001 of the Company to Meritz at a total subscription price equal to US$69,473,260. |
After the Closing Date, the Company
will have 145,021,452 ordinary shares issued and outstanding. Meritz will beneficially own 13.1% of the issued and outstanding ordinary shares of the Company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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LANVIN GROUP HOLDINGS LIMITED |
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By: |
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/s/ Eric Chan |
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Name: Eric Chan |
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Title: Chief Executive Officer |
Date: December 15, 2023
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