|
|
|
PROSPECTUS SUPPLEMENT NO. 2 (to
prospectus dated October 30, 2023) |
|
Filed Pursuant to Rule 424(b)(3)
Registration No.333-269150 |
Lanvin Group Holdings Limited
Primary Offering of
31,979,969 Ordinary Shares Underlying Warrants
15,000,000 Ordinary Shares Underlying Convertible Preference Share
Secondary Offering of
153,460,240 Ordinary Shares
11,280,000 Warrants to Purchase Ordinary Shares
This prospectus
supplement supplements the prospectus dated October 30, 2023 (as supplemented or amended from time to time, the prospectus), which forms a part of our registration statement on Form F-1 (No. 333-269150). This prospectus supplement is being filed to update and supplement the information in the prospectus with the information contained herein.
The prospectus and this prospectus supplement relate to the issuance by us of (i) up to 20,699,969 of our ordinary shares, par value
$0.000001 per share (Ordinary Shares) that are issuable by us upon the exercise of 20,699,969 Public Warrants (as defined below) that were previously registered, (ii) up to 11,280,000 Ordinary Shares that are issuable by us upon the
exercise of 11,280,000 Private Placement Warrants (as defined below) and (iii) up to 15,000,000 Ordinary Shares that are issuable by us upon the conversion of one Convertible Preference Share (as defined below) that was issued by us to Meritz
Securities Co., Ltd (Meritz) in exchange for one FFG Collateral Share (as defined below) issued to Meritz by Fosun Fashion Group (Cayman) Limited (FFG) on a private placement basis at a price of $1.00 per share pursuant to
Meritzs subscription agreement..
The prospectus and this prospectus supplement also relate to the offer and sale from time to time
by the selling securityholders named in this prospectus (collectively, the Selling Securityholders) of (A) up to 153,460,240 Ordinary Shares, consisting of (i) up to 15,327,225 Ordinary Shares that were issued on a private
placement basis at a price of $10.00 per share to the PIPE Investors (as defined below) in connection with our Business Combination (as defined below) pursuant to their subscription agreements (PIPE Shares), (ii) up to 4,500,000 Ordinary
Shares that were issued to Aspex Master Fund (Aspex) pursuant to its forward purchase agreement, which are comprised of (a) 4,000,000 Ordinary Shares issued in exchange for the 4,000,000 Class A ordinary shares of Primavera Capital
Acquisition Corporation (PCAC) that were issued to Aspex by PCAC on a private placement basis at a price of $10.00 per share (assuming no value is assigned to Private Placement Warrants originally issued to Aspex referred to in clause
(B) below), and (b) 500,000 Ordinary Shares issued in exchange for the 500,000 Class B ordinary shares of PCAC, or founder shares, that were transferred to Aspex by Primavera Capital Acquisition LLC (the Sponsor) on a private
placement basis for no consideration, (iii) up to 4,999,999 Ordinary Shares that were issued to Meritz in exchange for the 18,569,282 ordinary shares of FFG issued to Meritz by FFG on a private placement basis at a price of approximately $2.69
per share (or an effective price of $10.00 per share, as adjusted for the Exchange Ratio) pursuant to Meritzs subscription agreement, (iv) up to 97,353,016 Ordinary Shares that were issued to certain other shareholders of FFG (FFG
Selling Securityholders) in exchange for the 362,577,510 FFG ordinary shares issued to FFG Selling Securityholders by FFG on a private placement basis at a weighted average price of $1.41 per share (calculated based on the applicable exchange
rate at the time of the investments, or an effective price of $5.24 per share, as adjusted for the Exchange Ratio) pursuant to their subscription agreements, (v) up to 5,000,000 Ordinary Shares that were issued to the Sponsor in exchange for
the 5,000,000 Class B ordinary shares of PCAC issued to the Sponsor by PCAC at an effective price of $0.005 per share, as further described in the immediately following paragraph, (vi) up to 11,280,000 Ordinary Shares issuable upon the
exercise of Private Placement Warrants, and (vii) up to 15,000,000 Ordinary Shares issuable upon the conversion of one Convertible Preference Share and (B) up to 11,280,000 Warrants originally issued on a private placement basis, each
exercisable for one Ordinary Share at an exercise price of $11.50 per share (Private Placement Warrants), which are comprised of (i) up to 1,000,000 Private Placement Warrants that were originally issued to Aspex pursuant to its
forward purchase agreement and (ii) up to 10,280,000 Private Placement Warrants that were originally issued to the Sponsor at a price of $1.00 per warrant in connection with PCACs initial public offering.