Filed by Lanvin Group Holdings Limited
Pursuant to Rule 425 under the Securities Act of 1933,
as amended, and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934, as amended
Subject Company: Primavera Capital Acquisition Corporation
(SEC File No.: 001-39915)
Date: December 2, 2022
BCA Amendment No. 4 and Other Agreements
As previously disclosed and as described in greater detail in the proxy statement prospectus included in the Registration Statements on Form F-4, which was filed by Lanvin Group Holdings Limited, a Cayman Islands exempted company (LGHL) with the Securities and Exchange Commission (the SEC) and declared effective on
November 3, 2022 (the F-4 Registration Statement), on March 23, 2022, Primavera Capital Acquisition Corporation, a Cayman Islands exempted company (PCAC), entered into a
Business Combination Agreement (the BCA, and the transactions contemplated thereunder, as amended, the Business Combination) by and among (i) PCAC, (ii) Lanvin Group Holdings Limited, a Cayman Islands exempted company
(LGHL), (iii) Lanvin Group Heritage I Limited, a Cayman Islands exempted company and a direct wholly owned subsidiary of LHGL, (iv) Lanvin Group Heritage II Limited, a Cayman Islands exempted company and a direct wholly owned
subsidiary of LGHL, and (v) Fosun Fashion Group (Cayman) Limited, a Cayman Islands exempted company (Lanvin Group). Additionally, as previously disclosed, on October 17, 2022, the aforementioned parties entered into Amendment
No. 1 to the BCA, on October 20, 2022, the aforementioned parties entered into Amendment No. 2 to the BCA and on October 28, 2022, the aforementioned parties entered into Amendment No. 3 to the BCA.
On December 2, 2022, the aforementioned parties entered into Amendment No. 4 to the BCA (BCA Amendment No. 4) to
remove the closing condition in Section 9.3(c) of the BCA relating to the minimum amount of cash of at least US$350,000,000.
The
foregoing description of BCA Amendment No. 4 does not purport to be complete and is qualified in its entirety by the terms and conditions of BCA Amendment No. 4, a copy of which is attached to the Form 425 filed by LGHL with the SEC on
December 2, 2022 and is incorporated herein by reference.
Concurrently with BCA Amendment No. 4, certain parties also entered
into certain agreements as described below.
Letter Agreement regarding Share Surrender
On December 2, 2022, PCAC, LGHL, Fosun Fashion Holdings (Cayman) Limited and Primavera Capital Acquisition LLC (the Sponsor)
entered into a Letter Agreement regarding Share Surrender (the Share Surrender Letter Agreement), pursuant to which the Sponsor irrevocably surrendered, subject to the closing of the Business Combination and effective immediately
prior to the consummation of the Initial Merger (as defined in the BCA), 6,014,375 Class B ordinary shares of PCAC to PCAC for nil consideration, which shares shall be cancelled by PCAC immediately upon the surrender thereof, such that after
giving effect to the share surrender, the number of Class B ordinary shares of PCAC held by the Sponsor shall be 5,000,000.
The
foregoing description of the Share Surrender Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the Share Surrender Letter Agreement, a copy of which is attached to the Form 425 filed by LGHL with the
SEC on December 2, 2022 and is incorporated herein by reference.