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 5, 2022
Additional PIPE Investment
On December 5, 2022, Fosun Fashion Group (Cayman) Limited (together with its subsidiaries, the Lanvin Group) and Primavera
Capital Acquisition Corporation (PCAC) issued a press release regarding, among other updates, a strategic investment by Handsome Corporation in connection with the previously announced proposed business combination (the Business
Combination) between Lanvin Group Holdings Limited, a Cayman Islands exempted company (LGHL), Lanvin Group and PCAC.
Additionally, Lanvin Group and PCAC announced an $8.0 million upsizing of the previously announced PIPE investment for ordinary shares to
be issued by LGHL, in connection with the Business Combination, bringing the total PIPE investment size to $153.0 million. The PIPE investments are pursuant to subscription agreements by and among PCAC, LGHL and the relevant subscriber and the
offer and sale of such shares are being made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the Securities Act). The closing of the PIPE investment is contingent upon,
among other things, the substantially concurrent consummation of the Business Combination and related transactions.
Forward-Looking Statements
This release includes forward-looking statements within the meaning of the federal securities laws, and also contains
certain financial forecasts and projections. All statements other than statements of historical fact contained in this communication, including, but not limited to, statements as to future results of operations and financial position, planned
products and services, business strategy and plans, objectives of management for future operations of LGHL and Fosun Fashion Group (Cayman) Limited and its subsidiaries (collectively, the Lanvin Group), market size and growth
opportunities, competitive position, technological and market trends and the potential benefits and expectations related to the terms and timing of the proposed business combination with PCAC, are forward-looking statements. Some of these
forward-looking statements can be identified by the use of forward-looking words, including anticipate, expect, suggests, plan, believe, intend, estimates,
targets, projects, should, could, would, may, will, forecast or other similar expressions. All forward-looking statements are based upon estimates and
forecasts and reflect the views, assumptions, expectations, and opinions of LGHL, the Lanvin Group and PCAC, which are all subject to change due to various factors. Any such estimates, assumptions, expectations, forecasts, views or opinions, whether
or not identified in this communication, should be regarded as indicative, preliminary and for illustrative purposes only and should not be relied upon as being necessarily indicative of future results.