UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 9 14, 2022

PRIMAVERA CAPITAL ACQUISITION CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands

001-39915

N/A

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

41/F Gloucester Tower, 15 Queen’s Road Central

Hong Kong

000000

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: +852 3767 5100

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	~~TradingSymbol~~Trading Symbol(s)	Name of each exchange on which registered
Class A ordinary shares, par value $0.0001 per share	PV	The New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	PV WS	The New York Stock Exchange
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant	PV.U	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒

If an emerging growth company, 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 13(a) of the Exchange Act. ☐

~~Item~~Introductory ~~5.07. Submission of Matters to a Vote of Security Holders.~~Note

On December 914, 2022 (the “Closing Date”), Primavera Capital Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability (“PCAC” or the “Company”), ~~held~~consummated ~~its~~the ~~extraordinary~~previously ~~general~~announced ~~meeting~~business combination pursuant to the business combination agreement, dated as of ~~shareholders~~March 23, 2022 (as amended on October 17, 2022, October 20, 2022, October 28, 2022 and December 2, 2022, the “~~Extraordinary~~Business ~~General~~Combination ~~Meeting~~Agreement”)., Atby and among (i) the ~~Extraordinary~~Company, ~~General~~(ii) Lanvin ~~Meeting~~Group Holdings Limited, 39a Cayman Islands exempted company incorporated with limited liability (“LGHL”),~~752~~ (iii) Lanvin Group Heritage I Limited,~~303~~ ~~ordinary~~a ~~shares~~Cayman Islands exempted company incorporated with limited liability and wholly-owned subsidiary of ~~PCAC~~LGHL (~~including~~“Merger ~~Class A~~Sub ~~ordinary~~1”), ~~shares~~(iv) Lanvin Group Heritage II Limited, a Cayman Islands exempted company incorporated with limited liability and ~~Class~~wholly-owned subsidiary of LGHL (“Merger Sub 2”), and (v) BFosun ~~ordinary~~Fashion ~~shares~~Group (Cayman) Limited, ~~representing~~a ~~approximately~~Cayman ~~73.96%~~Islands ofexempted ~~all~~company ofincorporated ~~the~~with ~~shares~~limited ~~entitled~~liability to(“FFG”). ~~vote~~Pursuant atto the ~~Extraordinary~~Business ~~General~~Combination ~~Meeting~~Agreement, ~~were~~(i) PCAC ~~present~~merged inwith ~~person~~and orinto ~~were~~Merger ~~represented~~Sub by1, ~~valid~~with ~~proxies;~~Merger ~~therefore,~~Sub 1 surviving and remaining as a ~~quorum~~wholly-owned ~~was~~subsidiary ~~present~~of atLGHL (the ~~Extraordinary~~“Initial ~~General~~Merger”), ~~Meeting.~~(ii) ~~The~~ following ~~two~~the ~~proposals~~Initial ~~were~~Merger, ~~presented~~Merger atSub ~~the~~2 ~~Extraordinary~~merged ~~General~~with ~~Meeting~~and into FFG, ~~each~~with ofFFG ~~which~~being isthe ~~described~~surviving inentity ~~more~~and ~~detail~~becoming ina ~~the~~wholly-owned ~~proxy~~subsidiary ~~statement/prospectus~~of LGHL (the “~~Proxy~~Second ~~Statement~~Merger”), ~~related~~and to(iii) subsequently, Merger Sub 1 as the ~~Extraordinary~~surviving ~~General~~company ~~Meeting,~~of ~~dated~~the ~~November 4,~~Initial ~~2022~~Merger merged with and into FFG as the surviving company of the Second Merger, ~~which~~with ~~was~~FFG ~~filed~~surviving such merger (collectively with the ~~Securities~~Initial Merger, the Second Merger and ~~Exchange~~the ~~Commission~~other (transactions contemplated by the Business Combination Agreement, the “~~SEC~~Business Combination”).

~~The~~As ~~PCAC~~part ~~shareholders~~of ~~approved~~ the Business Combination: ~~Proposal~~(i) each of PCAC’s units (each consisting of one Class A ordinary share of PCAC, par value US$0.0001 per share (“PCAC Class A ordinary shares”) and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one PCAC Class A ordinary share at a price of US$11.50 per share, subject to adjustment (“PCAC Warrant”)) outstanding immediately prior to the effective time of the Initial Merger ~~Proposal~~(the “Initial Merger Effective Time”) (to the extent not already separated) was separated into one PCAC Class A ordinary share and one-half of one PCAC Warrant; (ii) immediately following the separation of each PCAC unit, each (x) PCAC Class A ordinary share and (y) Class B ordinary share of PCAC, par value US$0.0001 per share (“PCAC Class B ordinary share”), issued and outstanding immediately prior to the Initial Merger Effective Time was cancelled in exchange for the right to receive one newly issued ordinary share of LGHL, par value US$0.000001 per share (“Ordinary Share”); (iii) each PCAC Warrant outstanding immediately prior to the Initial Merger Effective Time was assumed by LGHL and converted into a warrant to purchase one Ordinary Share (“Warrant”), subject to substantially the same terms and conditions as ~~defined~~were applicable to such PCAC Warrant immediately prior to the Initial Merger Effective Time; (iv) each ordinary share, non-voting ordinary share and preferred share in FFG held by the ~~Proxy~~shareholders ~~Statement~~of FFG issued and outstanding immediately prior to the effective time of the Second Merger (excluding the preferred collateral share of FFG, par value EUR0.0001 per share, held by Meritz Securities co., Ltd, a corporation incorporated under the laws of the Republic of Korea (the “FFG Collateral Share”)) was cancelled in exchange for the right to receive such number of newly issued Ordinary Shares that is equal to the quotient obtained by dividing US$2.6926188 ~~The~~by ~~voting~~US$10.00 ~~results~~(subject to rounding); and (v) the FFG Collateral Share was cancelled in exchange for ~~each~~the ~~proposal~~right ~~were~~to asreceive ~~follows:~~one newly issued convertible preference share of LGHL, par value US$0.000001 per share.

~~Proposal 1: The~~As a result of the consummation of the Business Combination ~~Proposal~~on December 14, 2022, PCAC has ceased to exist and the surviving company has become a wholly-owned subsidiary of LGHL. On December 15, 2022, Ordinary Shares and Warrants commenced trading on the New York Stock Exchange (“NYSE”), under the symbols “LANV” and “LANW,” respectively.

The ~~PCAC~~foregoing ~~shareholders~~summary ~~approved~~of the material terms of the Business Combination ~~Proposal~~and related agreements are further described in PCAC’s definitive proxy statement/prospectus dated November 4, 2022, filed with the Securities and Exchange Commission (“SEC”). The ~~approval~~summary of the ~~proposal~~Business ~~required~~Combination ~~the~~Agreement ~~affirmative~~does ~~vote~~not ofpurport ato ~~simple~~be ~~majority~~complete ofand ~~the~~is ~~votes~~qualified ~~cast~~in its entirety by ~~holders~~the text of (i) the ~~Company~~Business Combination Agreement, which was filed with the SEC as Exhibit 2.1 to PCAC’s ~~issued~~Current ~~and~~Report ~~outstanding~~on ~~ordinary~~Form ~~shares~~8-K ~~present~~filed inon ~~person~~March 23, ~~via~~2022, (ii) the ~~virtual~~Amendment ~~meeting~~No. 1 ~~website~~to orthe byBusiness ~~proxy~~Combination ~~and~~Agreement, ~~entitled~~which was filed with the SEC as Exhibit 2.1 to ~~vote~~PCAC’s atCurrent Report on Form 8-K filed on October 17, 2022, (iii) the ~~Extraordinary~~Amendment ~~General~~No. 2 ~~Meeting~~to the Business Combination Agreement, which was filed with the SEC as Exhibit 2.1 ~~Proposal~~to PCAC’s Current Report on Form 8-K filed on October 21, 2022, (iv) the Amendment No. 3 to the Business Combination Agreement, which was filed with the SEC as Exhibit 2.1 ~~received~~to PCAC’s Current Report on Form 8-K filed on November 1, 2022 and (v) the ~~following~~Amendment ~~vote:~~No. 4 to the Business Combination Agreement, which was filed with the SEC as Exhibit 2.1 to PCAC’s Current Report on Form 8-K filed on December 2, 2022, each of which is incorporated by reference herein.

Votes Cast For		Votes Cast Against		Abstentions		Broker Non-Votes
35,348,937		4,252,073		151,293		0

Item 1.02.

Termination of a Material Definitive Agreement.

~~Proposal~~In ~~2: The~~connection ~~Merger~~with ~~Proposal~~the execution of the Investor Rights Agreement, dated March 23, 2022, by and among the Company, LGHL and certain other parties thereto, the Registration Rights Agreement, dated January 21, 2021, by and between the Company and Primavera Capital Acquisition LLC and the Shareholders Agreement, dated May 31, 2021, by and among FFG and certain FFG shareholders, automatically terminated on December 14, 2022 upon completion of the Business Combination.

~~The~~On ~~PCAC~~December 14, ~~shareholders~~2022, ~~approved~~in ~~the~~connection ~~Merger~~with ~~Proposal.~~the ~~The~~consummation ~~approval~~ of the ~~proposal~~Business ~~required~~Combination, ~~the~~PCAC ~~affirmative~~terminated ~~vote~~its ofInvestment aManagement ~~majority~~Trust ofAgreement, atdated ~~least~~as ~~two-thirds~~ of ~~the~~January 21, ~~votes~~2021, ~~cast~~ by ~~holders~~and ofbetween ~~the~~Continental Stock Transfer & Trust Company’s ~~issued~~(“CST”) and ~~outstanding~~PCAC, ~~ordinary~~pursuant ~~shares~~to ~~present~~which inCST ~~person,~~invested ~~via~~ the ~~virtual~~proceeds ~~meeting~~of ~~website~~PCAC’s orinitial bypublic ~~proxy~~offering in a trust account and ~~entitled~~the funds of such account were used to ~~vote~~make atpayments ~~the~~to ~~Extraordinary~~redeeming ~~General~~shareholders ~~Meeting.~~of ~~Proposal~~PCAC 2and ~~received~~to ~~the~~pay ~~following~~certain ~~votes:~~of PCAC’s expenses.

Votes Cast For		Votes Cast Against		Abstentions		Broker Non-Votes
35,348,937		4,252,073		151,293		0

Item 2.01.

Completion of Acquisition or Disposition of Assets.

AsThe ~~there~~information ~~were~~set ~~sufficient~~forth ~~votes~~in ~~to approve~~ the ~~above~~Introductory ~~proposals,~~Note ~~the~~of ~~“Adjournment~~this ~~Proposal”~~Current ~~described~~Report inon ~~the~~Form ~~Proxy~~8-K ~~Statement~~is ~~was~~incorporated ~~not~~by ~~presented~~reference ~~to PCAC shareholders~~herein.

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference herein.

In connection with the consummation of the Business Combination, PCAC notified the NYSE that the Business Combination had become effective and requested that the NYSE delist the PCAC units, PCAC Class A ordinary shares and public PCAC Warrants. NYSE halted trading of PCAC’s securities at market close on December 14, 2022 and filed a notification of removal from listing and registration on Form 25, thereby commencing the process of delisting the PCAC units, PCAC Class A ordinary shares and public PCAC Warrants from the NYSE and deregistering the securities under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). PCAC intends to file a certification on Form 15 with the SEC to deregister the PCAC securities and suspend PCAC’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03.

Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and Item 2.01 and Item 3.01 above and Item 5.01 below of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01.

Changes in Control of Registrant.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

As a result of the consummation of the Business Combination, a change in control of PCAC occurred. Following the consummation of the Business Combination, PCAC has ceased to exist, and the surviving company has become a wholly-owned subsidiary of LGHL.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference herein.

In connection with consummation of the Business Combination, PCAC has ceased to exist from and after the Initial Merger Effective Time, at which time its directors and officers ceased to serve in such capacities.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference herein to the extent required.

In connection with consummation of the Business Combination, PCAC has ceased to exist and Merger Sub 1 continued as the surviving entity from and after the Initial Merger Effective Time until Merger Sub 1 merged with and into FFG, with FFG surviving such merger.

Item 7.01.

Regulation FD Disclosure.

On December 1215, 2022, ~~Lanvin~~FFG ~~Group~~ and PCAC issued a press release announcing ~~the~~LGHL’s ~~approval~~debut ofon the ~~proposals~~NYSE ~~related~~under toticker ~~the business combination at the Extraordinary General Meeting~~“LANV.” A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the ~~Securities~~ Exchange Act ~~of 1934~~, ~~as amended (the “Exchange Act”),~~ or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated by specific reference in any such filing.

~~Forward-Looking~~Item ~~Statements~~8.01. Other Events.

~~This~~In ~~communication~~connection ~~includes~~with ~~“forward-looking~~closing ~~statements” within the meaning~~ of the ~~federal~~Business ~~securities laws. All statements other than statements of historical fact contained in this communication~~Combination, 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 the ~~Lanvin Group~~Company, ~~market~~Credit ~~size~~Suisse ~~and~~Securities ~~growth~~(USA) ~~opportunities,~~LLC ~~competitive position, technological~~ and ~~market~~Citigroup ~~trends~~Global ~~and~~Markets ~~the potential benefits and expectations related to the terms and timing of the proposed business combination with PCAC, are forward-looking statements~~Inc. ~~Some~~entered ofinto ~~these~~a ~~forward-looking~~letter ~~statements can be identified by the use of forward-looking words~~agreement, ~~including~~dated ~~“anticipate~~December 14,” ~~“expect~~2022,” ~~“suggests,”~~amending ~~“plan,”~~certain ~~“believe,”~~compensation ~~“intend,”~~arrangements ~~“estimates,”~~under ~~“targets,”~~(i) the ~~“projects,”~~Underwriting ~~“should~~Agreement,” ~~“could,”~~dated ~~“would~~January 21,” ~~“may~~2021,” ~~“will,”~~by ~~“forecast” or other similar expressions. All forward-looking statements are based upon estimates~~ and ~~forecasts~~among ~~and reflect~~ the ~~views,~~aforesaid ~~assumptions,~~parties ~~expectations,~~ and ~~opinions of~~ (ii) the ~~Lanvin~~placement ~~Group~~agent ~~and PCAC~~agreement, ~~which~~dated ~~are all subject to change due to various factors. Any such estimates~~December 16, ~~assumptions~~2021, ~~expectations,~~by ~~forecasts, views or opinions, whether or not identified in this communication, should be regarded as indicative, preliminary~~ and ~~for~~among ~~illustrative~~the ~~purposes~~aforesaid ~~only~~parties and ~~should~~Cantor ~~not~~Fitzgerald & ~~be relied upon as being necessarily indicative of future results~~Co.

The forward-looking statements contained in this communication are subject to a number of factors, risks and uncertainties. Potential risks and uncertainties that could cause the actual results to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, changes in domestic and foreign business, market, financial, political and legal conditions; the timing and structure of the business combination with PCAC; changes to the proposed structure of the business combination with PCAC that may be required or appropriate as a result of applicable laws or regulations; the inability of the parties to successfully or timely consummate the business combination with PCAC and the other transactions in connection therewith, including as a result of the COVID-19 pandemic or the risk that any regulatory approvals are not obtained, or are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the business combination with PCAC; the risk that the business combination with PCAC disrupts current plans and operations of PCAC or the Lanvin Group as a result of the announcement and consummation of the business combination with PCAC; the ability of the Lanvin Group to grow and manage growth profitably and retain its key employees including its chief executive officer and executive team; the inability to obtain or maintain the listing of the post-acquisition company’s securities on The New York Stock Exchange following the business combination with PCAC; failure to realize the anticipated benefits of the business combination with PCAC; risk relating to the uncertainty of the projected financial information with respect to the Lanvin Group; the amount of redemption requests made by PCAC’s shareholders and the amount of funds available in the PCAC trust account; general economic conditions and other factors affecting the Lanvin Group’s business; Lanvin Group’s ability to implement its business strategy; Lanvin Group’s ability to manage expenses; changes in applicable laws and governmental regulation and the impact of such changes on Lanvin Group’s business, Lanvin Group’s exposure to litigation claims and other loss contingencies; the risks associated with negative press or reputational harm; disruptions and other impacts to Lanvin Group’s business, as a result of the COVID-19 pandemic and government actions and restrictive measures implemented in response; Lanvin Group’s ability to protect patents, trademarks and other intellectual property rights; any breaches of, or interruptions in, Lanvin Group’s technology infrastructure; changes in tax laws and liabilities; and changes in legal, regulatory, political and economic risks and the impact of such changes on Lanvin Group’s business. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of LGHL’s Registration Statement on Form F-4, PCAC’s Annual Report on Form 10-K and other documents filed by Lanvin Group Holdings Limited, a Cayman Islands exempted company (“LGHL”), or PCAC from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. In addition, there may be additional risks that neither PCAC nor Lanvin Group presently know, or that PCAC or Lanvin Group currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. Forward-looking statements reflect PCAC’s and Lanvin Group’s expectations, plans, projections or forecasts of future events and view. If any of the risks materialize or PCAC’s or Lanvin Group’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements.

Forward-looking statements speak only as of the date they are made. PCAC and Lanvin Group anticipate that subsequent events and developments may cause their assessments to change. However, while LGHL, PCAC and Lanvin Group may elect to update these forward-looking statements at some point in the future, LGHL, PCAC and Lanvin Group specifically disclaim any obligation to do so, except as required by law. The inclusion of any statement in this document does not constitute an admission by Lanvin Group nor PCAC or any other person that the events or circumstances described in such statement are material. These forward-looking statements should not be relied upon as representing PCAC’s or Lanvin Group’s assessments as of any date subsequent to the date of this document. Accordingly, undue reliance should not be placed upon the forward-looking statements. In addition, the analyses of Lanvin Group and PCAC contained herein are not, and do not purport to be, appraisals of the securities, assets or business of the Lanvin Group, PCAC or any other entity.

Important Additional Information

This communication relates to a proposed business combination between Lanvin Group and PCAC. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

LGHL has filed a Registration Statement with the U.S. Securities and Exchange Commission (the “SEC”) which includes a preliminary proxy statement in relation to the vote by PCAC’s shareholders in connection with the proposed business combination and other matters as described in the Registration Statement, as well as a preliminary prospectus with respect to LGHL’s securities to be issued in connection with the proposed business combination. PCAC and LGHL also will file other documents regarding the proposed business combination with the SEC.

Shareholders and investors may also obtain a copy of the definitive proxy statement/prospectus, as well as other documents filed with the SEC regarding the proposed transactions and other documents filed with the SEC by PCAC, without charge, at the SEC’s website located at www.sec.gov or by directing a request to PCAC.

INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

No Offer or Solicitation

This communication is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed transactions or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release, dated December 1215, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

Date: December 1220, 2022

Fosun Fashion Group (Cayman) Limited As successor by merger to Primavera Capital Acquisition Corporation By: /s/ ~~Tong~~Yun ~~Chen~~Cheng ~~Tong~~Yun ~~Chen~~Cheng ~~Chief Executive Officer and Chief Financial Officer~~Director

Filing Compare · Primavera Capital Acquisition Corp.