Lanvin Group Holdings Ltd (Form: POS EX, Received: 12/06/2022 06:11:05)

As filed with the Securities and Exchange Commission on December 6, 2022.

Registration No. 333-266095

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1

FORM F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Lanvin Group Holdings Limited

(Exact Name of Registrant as Specified in Its Charter)


Cayman Islands	2300	Not Applicable
(State or Other Jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
Incorporation or Organization)	Classification Code Number)	Identification Number)

Lanvin Group Holdings Limited

3701-02, Tower S2, Bund Finance Centre,

600 Zhongshan Rd East No. 2,

Shanghai, 20010, China

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Puglisi & Associates

850 Library Avenue, Suite 204,

Newark, Delaware 19711

+ (302) 738-6680

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:


Joseph E. Bauerschmidt, Esq.	Yang Wang, Esq.	Mark A. Brod, Esq.
DLA Piper Singapore Pte. Ltd.	Simpson Thacher & Bartlett LLP	Daniel N. Webb, Esq.
80 Raffles Place	3901 China World Tower A	Simpson Thacher & Bartlett LLP
UOB Plaza 1, #48-01	1 Jian Guo Men Wai Avenue	425 Lexington Avenue
Singapore 048624	Beijing 100004	New York, New York, 10017
Tel: +65 6512 9595	China	Tel: (212) 455-2000
	Tel: 86(10) 5965 2999

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and after all conditions under the Business Combination Agreement are satisfied or waived.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration for the share offering. ☒ Registration No. 333-266095

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 standards¹ provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

1	The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 is being filed solely for the purpose of filing exhibits to this registration statement on Form F-4, or the Registration Statement, and to amend and restate the exhibit index set forth in Part II of the Registration Statement. No changes have been made to the Registration Statement other than this explanatory note as well as revised versions of the cover page and exhibit index of the Registration Statement.

This Post-Effective Amendment No. 1 does not contain copies of the prospectus included in the Registration Statement, which remains unchanged from Amendment No. 5 to the Registration Statement, filed on October 31, 2022. This Post-Effective Amendment shall become effective in accordance with the provisions of Rule 462 of the Securities Act of 1933, as amended.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

The laws of the Cayman Islands do not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, civil fraud or the consequences of committing a crime. The Amended LGHL Articles shall provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud or willful default.

We will enter into indemnification agreements with our directors and executive officers under the laws of the Cayman Islands, pursuant to which we have agreed to indemnify each such person and hold him harmless against expenses, judgments, fines and amounts payable under settlement agreements in connection with any threatened, pending or completed action, suit or proceeding to which he has been made a party or in which he became involved by reason of the fact that he is or was our director or officer.

In addition, we maintain standard policies of insurance under which coverage is provided to our directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act, and to us with respect to payments which may be made by us to such directors and officers pursuant to the above indemnification provision or otherwise as a matter of law.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is theretofore unenforceable.

Item 21. Exhibits and Financial Statement Schedules


Exhibit Number		Description

2.1#		Business Combination Agreement, dated as of March 23, 2022, by and among Primavera Capital Acquisition Corporation, Fosun Fashion Group (Cayman) Limited, Lanvin Group Holdings Limited, Lanvin Group Heritage I Limited and Lanvin Group Heritage II Limited (included as Annex A to the proxy statement/prospectus)

2.2#		Amendment No.1 to the Business Combination Agreement, dated as of October 17, 2022, by and among Primavera Capital Acquisition Corporation, Fosun Fashion Group (Cayman) Limited, Lanvin Group Holdings Limited, Lanvin Group Heritage I Limited and Lanvin Group Heritage II Limited (included as Annex A-1 to the proxy statement/prospectus)

2.3#		Amendment No. 2 to the Business Combination Agreement, dated as of October 20, 2022, by and among Primavera Capital Acquisition Corporation, Fosun Fashion Group (Cayman) Limited, Lanvin Group Holdings Limited, Lanvin Group Heritage I Limited and Lanvin Group Heritage II Limited (included as Annex A-2 to the proxy statement/prospectus)

2.4#		Amendment No. 3 to the Business Combination Agreement, dated as of October 28, 2022, by and among Primavera Capital Acquisition Corporation, Fosun Fashion Group (Cayman) Limited, Lanvin Group Holdings Limited, Lanvin Group Heritage I Limited and Lanvin Group Heritage II Limited (included as Annex A-3 to the proxy statement/prospectus)

2.5		Amendment No. 4 to the Business Combination Agreement, dated as of December 2, 2022, by and among Primavera Capital Acquisition Corporation, Fosun Fashion Group (Cayman) Limited, Lanvin Group Holdings Limited, Lanvin Group Heritage I Limited and Lanvin Group Heritage II Limited


Exhibit Number		Description

3.1#		Form of Amended and Restated Memorandum and Articles of Association of Lanvin Group Holdings Limited (included as Annex B to the proxy statement/prospectus)

3.3#		Amended and Restated Memorandum and Articles of Association of Primavera Capital Acquisition Corporation (incorporated herein by reference to Exhibit 3.1 of Primavera Capital Acquisition Corporation’s Current Report on Form 8-K filed with the SEC on January 26, 2021)

4.1#		Specimen ordinary share certificate of LGHL

4.2#		Specimen warrant certificate of LGHL.

4.3		Warrant Agreement, dated January 21, 2021, between Primavera Capital Acquisition Corporation and Continental Stock Transfer & Trust Company, as warrant agent (incorporated herein by reference to Exhibit 4.1 of Primavera Capital Acquisition Corporation’s Current Report on Form 8-K filed with the SEC on January 26, 2021)

5.1		Opinion of Maples and Calder (Hong Kong) LLP regarding validity of LGHL Ordinary Shares and certain matters related to the assumption of the Warrants by LGHL

5.2		Opinion of DLA Piper regarding validity of LGHL Warrants under New York law

8.1#		Opinion of Simpson Thacher & Bartlett LLP, New York, regarding material U.S. federal income tax consequences of the Business Combination to U.S. Holders

10.1#		Form of PIPE Subscription Agreement

10.2#		Sponsor Support Deed, dated as of March 23, 2022, by and among Primavera Capital Acquisition Corporation, Fosun Fashion Group (Cayman) Limited, Primavera Capital Acquisition LLC, Lanvin Group Holdings Limited, and certain other parties thereto

10.3#		FFG Shareholder Support Deed, dated as of March 23, 2022, by and among Primavera Capital Acquisition Corporation, Fosun Fashion Group (Cayman) Limited, Lanvin Group Holdings Limited, and certain other parties thereto

10.4#		Lock-Up Agreement, dated as of March 23, 2022, by and among Primavera Capital Acquisition Corporation, Primavera Capital Acquisition LLC, Lanvin Group Holdings Limited, and certain other parties thereto

10.5#		Investor Rights Agreement, dated as of March 23, 2022, by and among Primavera Capital Acquisition Corporation, Primavera Capital Acquisition LLC, Fosun Fashion Group (Cayman) Limited, Lanvin Group Holdings Limited, and certain other parties thereto

10.6#		Assignment, Assumption and Amendment Agreement, dated as of March 23, 2022, by and among Primavera Capital Acquisition Corporation, Lanvin Group Holdings Limited, and Continental Stock Transfer & Trust Company

10.7#		Form of Indemnification Agreement between LGHL and each director and executive officer of LGHL

10.8		Letter Agreement, dated January 21, 2021, among Primavera Capital Acquisition Corporation and its officers and directors and Primavera Capital Acquisition LLC (incorporated herein by reference to Exhibit 10.1 of Primavera Capital Acquisition Corporation’s Current Report on Form 8-K filed with the SEC on January 26, 2021)

10.9		Investment Management Trust Agreement, dated January 21, 2021, between Primavera Capital Acquisition Corporation and Continental Stock Transfer & Trust Company, as trustee (incorporated herein by reference to Exhibit 10.2 of Primavera Capital Acquisition Corporation’s Current Report on Form 8-K filed with the SEC on January 26, 2021)

10.10		Registration Rights Agreement, dated January 21, 2021, between Primavera Capital Acquisition Corporation and certain security holders (incorporated herein by reference to Exhibit 10.3 of Primavera Capital Acquisition Corporation’s Current Report on Form 8-K filed with the SEC on January 26, 2021)

10.11		Administrative Services Agreement, dated January 21, 2021, between Primavera Capital Acquisition Corporation and Primavera Capital Acquisition LLC (incorporated herein by reference to Exhibit 10.4 of Primavera Capital Acquisition Corporation’s Current Report on Form 8-K filed with the SEC on January 26, 2021)

10.12		Private Placement Warrants Purchase Agreement, dated January 21, 2021, between Primavera Capital Acquisition Corporation and Primavera Capital Acquisition LLC (incorporated herein by reference to Exhibit 10.5 of Primavera Capital Acquisition Corporation’s Current Report on Form 8-K filed with the SEC on January 26, 2021)


Exhibit Number		Description

10.13		Indemnity Agreement, dated January 21, 2021, between Primavera Capital Acquisition Corporation and Tong Chen (incorporated herein by reference to Exhibit 10.6 of Primavera Capital Acquisition Corporation’s Current Report on Form 8-K filed with the SEC on January 26, 2021)

10.14		Indemnity Agreement, dated January 21, 2021, between Primavera Capital Acquisition Corporation and Chenling Zhang (incorporated herein by reference to Exhibit 10.7 of Primavera Capital Acquisition Corporation’s Current Report on Form 8-K filed with the SEC on January 26, 2021)

10.15		Indemnity Agreement, dated January 21, 2021, between Primavera Capital Acquisition Corporation and Muktesh Pant. (incorporated herein by reference to Exhibit 10.8 of Primavera Capital Acquisition Corporation’s Current Report on Form 8-K filed with the SEC on January 26, 2021)

10.16		Indemnity Agreement, dated January 21, 2021, between Primavera Capital Acquisition Corporation and Teresa Teague. (incorporated herein by reference to Exhibit 10.9 of Primavera Capital Acquisition Corporation’s Current Report on Form 8-K filed with the SEC on January 26, 2021)

10.17		Indemnity Agreement, dated January 21, 2021, between Primavera Capital Acquisition Corporation and Sonia Cheng Chi-Man (incorporated herein by reference to Exhibit 10.10 of Primavera Capital Acquisition Corporation’s Current Report on Form 8-K filed with the SEC on January 26, 2021)

10.18		Promissory Note, dated January 28, 2022, issued by Primavera Capital Acquisition Corporation to Primavera Capital Acquisition LLC (incorporated herein by reference to Exhibit 10.1 of Primavera Capital Acquisition Corporation’s Current Report on Form 8-K filed with the SEC on January 28, 2022)

10.19#		Forward Purchase Agreement dated as of January 5, 2021, between Primavera Acquisition Corporation, Primavera Capital Acquisition LLC and Aspex Master Fund

10.20#		Forward Purchase Agreement dated as of January 4, 2021, between Primavera Acquisition Corporation, Primavera Capital Acquisition LLC and Sky Venture Partners L.P.

10.21#		Share Subscription Agreement in relation to the shares of Fosun Fashion Group (Cayman) Limited dated as of October 16, 2022 between Fosun Fashion Group (Cayman) Limited, Lanvin Group Holdings Limited and Meritz Securities Co., Ltd.

10.22#		Relationship Agreement dated October 19, 2022 between Lanvin Group Holdings Limited, Meritz Securities Co., Ltd.

10.23#		Letter Agreement, dated September 29, 2022, between Primavera Capital Acquisition Corporation and Primavera Capital Acquisition LLC

10.24#		Amended and Restated Subscription Agreement, dated October 28, 2022, between Lanvin Group Holdings Limited, Primavera Capital Acquisition Corporation, Fosun Fashion Holdings (Cayman) Limited, Fosun Fashion Group (Cayman) Limited and Fosun International Limited

10.25#		Amendment No.1 to Sponsor Support Deed dated October 28, 2022, by and among Primavera Capital Acquisition Corporation, Fosun Fashion Group (Cayman) Limited, Primavera Capital Acquisition LLC, Lanvin Group Holdings Limited, and certain other parties thereto

10.26#		Letter Agreement to the Shareholder Support Deed dated October 28, 2022, between Primavera Capital Acquisition Corporation, Lanvin Group Holdings Limited, Fosun Fashion Group (Cayman) Limited and Fosun Fashion Holdings (Cayman) Limited

10.27#		Form of Non-redemption agreement to be entered into between Primavera Capital Acquisition Corporation, Lanvin Group Holdings Limited, Fosun Fashion Group (Cayman) Limited and certain holders of Class A Ordinary Shares of Primavera Capital Acquisition Corporation

10.28		Share Surrender Letter Agreement, dated as of December 2, 2022, by and among Primavera Capital Acquisition Corporation, Lanvin Group Holdings Limited, Primavera Capital Acquisition LLC and Fosun Fashion Holdings (Cayman) Limited

10.29		Waiver Letter Agreement, dated as of December 2, 2022, by and among Primavera Capital Acquisition Corporation and Primavera Capital Acquisition LLC


Exhibit Number		Description

21#		List of Subsidiaries of Lanvin Group Holdings Limited

23.1#		Consent of Withum Smith+Brown, PC

23.2#		Consent of Grant Thornton Zhitong Certified Public Accountants LLP

23.3		Consent of Maples and Calder (Hong Kong) LLP (included in Exhibit 5.1 to this Registration Statement).

23.4		Consent of DLA Piper (included in Exhibit 5.2 to this Registration Statement).

24#		Power of Attorney (included on signature page to the initial filing of the registration statement)

99.1#		Form of Proxy Card

99.2#		Consent of Zhen Huang to be named as director

99.3#		Consent of Tong “Max” Chen to be named as director

99.4#		Consent of Shunjiang Qian to be named as director

99.5#		Consent of Mitchell Alan Garber to be named as director

99.6#		Consent of Jurjan Wouda Kuiper to be named as director

99.7#		Consent of Jennifer Fleiss to be named as director

107#		Filing Fee Table

#	Previously filed.

Item 22. Undertakings

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering.

(5) That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6) That, for the purpose of determining any liability under the Securities Act of 1933 to any purchaser, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(b) The undersigned registrant hereby undertakes as follows:

(1) That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(2) That every prospectus (i) that is filed pursuant to paragraph (g)(i) immediately preceding, or (ii) that purports to meet the requirements of section 10(a)(3) of the Securities Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(d) The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(e) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Shanghai, China, on the 6^th day of December, 2022.


Lanvin Group Holdings Limited

By:		/s/ Yun CHENG
Name:		Yun Cheng
Title:		Sole Director and Chief Executive Officer

AUTHORIZED U.S. REPRESENTATIVE

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Lanvin Group Holdings Limited. has signed this registration statement in the City of Newark, State of Delaware, on the 6^th day of December, 2022.


Authorized U.S. Representative PUGLISI & ASSOCIATES.

By:		/s/ Donald J. Puglisi
Name:		Donald J. Puglisi
Title:		Senior Vice President

Exhibit 2.5

EXECUTION VERSION

AMENDMENT NO. 4 TO BUSINESS COMBINATION AGREEMENT

This AMENDMENT NO. 4 (this “Amendment”), dated December 2, 2022, to the Business Combination Agreement (as defined below), is made by and among:

(1)

Primavera Capital Acquisition Corporation, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“SPAC”);

(2)

Fosun Fashion Group (Cayman) Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”);

(3)

Lanvin Group Holdings Limited 复朗集团, a Cayman Islands exempted company limited by shares (“PubCo”);

(4)

Lanvin Group Heritage I Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a direct wholly-owned subsidiary of PubCo (“Merger Sub 1”); and

(5)

Lanvin Group Heritage II Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a direct wholly-owned subsidiary of PubCo (“Merger Sub 2”)

SPAC, the Company, PubCo, Merger Sub 1 and Merger Sub 2 are hereinafter referred to as the “Parties” and each a “Party”. Capitalized terms not defined in this Amendment shall have the meaning ascribed to it in the Business Combination Agreement.

RECITALS

WHEREAS, the Parties entered into a Business Combination Agreement, dated March 23, 2022, as amended by the Amendment No. 1 to Business Combination Agreement, dated October 17, 2022, the Amendment No. 2 to Business Combination Agreement, dated October 20, 2022 and the Amendment No. 3 to Business Combination Agreement, dated October 28, 2022 (as may be further amended, supplemented, modified and varied in accordance with the terms therein from time to time, the “Business Combination Agreement”), pursuant to which the Parties intend to effect a business combination transaction on the terms and subject to the conditions set forth therein;

WHEREAS, Section 11.10 of the Business Combination Agreement provided that the Business Combination Agreement shall not be amended or modified in whole or in part prior to the Initial Merger Effective Time except by a duly authorized agreement in writing executed by all the Parties; and

WHEREAS, the Parties wish to amend the Business Combination Agreement as provided herein in accordance with Section 11.10 thereof.

NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements hereinafter contained, and intending to be legally bound, the Parties hereby agree as follows:

Section 1. Amendments.

(a) Section 9.3(c) of the Business Combination Agreement is hereby deleted in its entirety.

(b) Exhibit G-1 of the Business Combination Agreement is hereby amended to read in its entirety in the form of the Plan of Initial Merger attached hereto as Exhibit A.

Section 2. No Other Amendment. The Parties hereby confirm that, except as expressly set forth herein, the terms and conditions of the Business Combination Agreement shall not be or be deemed to be amended, modified or waived by this Amendment and shall continue in full force and effect. All references to the “Agreement” or the “Business Combination Agreement” in the Business Combination Agreement and any other Transaction Document shall be deemed to mean the Business Combination Agreement, as amended by this Amendment.

Section 3. Miscellaneous. Sections 11.3 to 11.6 and Sections 11.8 to 11.17 of the Business Combination Agreement are incorporated herein by reference; provided that, in each case, reference to “this Agreement” therein shall mean this Amendment.

Section 4. Effectiveness. This Amendment shall become effective immediately on the date hereof.

Section 5. Governing Law; Arbitration.

(a) This Amendment, and any claim or cause of action hereunder based upon, arising out of or related to this Amendment (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement of this Amendment, shall be governed by and construed in accordance with the Laws of Hong Kong, without giving effect to the principles of conflicts of laws that would otherwise require the application of the Laws of any other jurisdiction.

(b) All disputes arising out of or in connection with this Amendment shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the Parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

Section 6. Transaction Document. This Amendment shall constitute a Transaction Document for purposes of the Business Combination Agreement and each other Transaction Document.

** REMAINDER OF PAGE INTENTIONALLY LEFT BLANK **

IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed as of the date first written above.


PRIMAVERA CAPITAL ACQUISITION CORPORATION

By:	/s/ Tong Chen
	Name:	Tong Chen
	Title:	Director

[Heritage – Signature Page to Amendment No. 4 to Business Combination Agreement]

IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed as a deed as of the date first written above.


LANVIN GROUP HOLDINGS LIMITED 复朗集团

By:	/s/ Yun CHENG
	Name:	Yun CHENG
	Title:	Director

LANVIN GROUP HERITAGE I LIMITED

By:	/s/ Yun CHENG
	Name:	Yun CHENG
	Title:	Director

LANVIN GROUP HERITAGE II LIMITED

By:	/s/ Yun CHENG
	Name:	Yun CHENG
	Title:	Director

[Heritage – Signature Page to Amendment No. 4 to Business Combination Agreement]

IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed as a deed as of the date first written above.


FOSUN FASHION GROUP (CAYMAN) LIMITED

By:	/s/ Yun CHENG
	Name:	Yun CHENG
	Title:	Director

[Heritage – Signature Page to Amendment No. 4 to Business Combination Agreement]

EXHIBIT A

FORM OF PLAN OF INITIAL MERGER

A-1

DATED [ ]

(1) LANVIN GROUP HERITAGE I LIMITED

(2) PRIMAVERA CAPITAL ACQUISITION CORPORATION

PLAN OF MERGER

LOGO

REF: LR/MK/P3896-S12560

A-2

TABLE OF CONTENTS


CLAUSE		PAGE
1.	DEFINITIONS AND INTERPRETATION		A-4

2.	PLAN OF MERGER		A-4

3.	VARIATION		A-6

4.	TERMINATION		A-6

5.	COUNTERPARTS		A-6

6.	GOVERNING LAW		A-6

A-3

THIS PLAN OF MERGER is made on _________________________

BETWEEN

(1)	Lanvin Group Heritage I Limited, an exempted company incorporated under the laws of the Cayman Islands having its registered office at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Surviving Company”); and

(2)

Primavera Capital Acquisition Corporation, an exempted company incorporated under the laws of the Cayman Islands having its registered office at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Merging Company” and together with the Surviving Company, the “Companies”).

WHEREAS

(A)

The respective boards of directors of the Surviving Company and the Merging Company have approved the merger of the Companies, with the Surviving Company continuing as the surviving company (the “Merger”), upon the terms and subject to the conditions of the business combination agreement dated 23 March 2022, as amended by Amendment No. 1 to Business Combination Agreement dated 17 October 2022, Amendment No. 2 to Business Combination Agreement dated 20 October 2022, Amendment No. 3 to Business Combination Agreement dated 28 October 2022, Amendment No. 4 to Business Combination Agreement dated 2 December 2022 and any further amendments, between Fosun Fashion Group (Cayman) Limited, Lanvin Group Holdings Limited 复朗集团, Lanvin Group Heritage II Limited, the Surviving Company and the Merging Company (the “Agreement”) and this Plan of Merger and pursuant to provisions of Part XVI of the Companies Act (as amended) (the “Companies Act”).

(B)	The members of each of the Surviving Company and the Merging Company have adopted and authorized this Plan of Merger on the terms and subject to the conditions set forth herein and otherwise in accordance with the Companies Act.

(C)	Each of the Surviving Company and the Merging Company wishes to enter into this Plan of Merger pursuant to the provisions of Part XVI of the Companies Act.

IT IS AGREED

1.	DEFINITIONS AND INTERPRETATION

1.1	Terms not otherwise defined in this Plan of Merger shall have the meanings given to them in the Agreement, a copy of which is annexed at Annexure 1 hereto.

2.	PLAN OF MERGER

2.1	Company Details:

(a)

The constituent companies (as defined in the Companies Act) to this Plan of Merger are the Surviving Company and the Merging Company.

(b)

The surviving company (as defined in the Companies Act) is the Surviving Company.

(c)

The registered office of the Surviving Company is Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. The registered office of the Merging Company is Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

A-4

(d)

Immediately prior to the Effective Date (as defined below), the authorised share capital of the Surviving Company is US$50,000 divided into 50,000 shares each of nominal or par value US$1.00 per share.

(e)

Immediately prior to the Effective Date, the authorised share capital of the Merging Company is US$44,100 divided into 400,000,000 Class A ordinary shares of a par value of US$0.0001 each, 40,000,000 Class B ordinary shares of a par value of US$0.0001 each and 1,000,000 preference shares of a par value of US$0.0001 each.

(f)

The authorised share capital of the Surviving Company from the Effective Date shall be US$50,000 divided into 50,000 shares each of nominal or par value US$1.00 per share.

2.2	Effective Date

In accordance with section 233(13) of the Companies Act, the Merger shall be effective on the date that this Plan of Merger is registered by the Registrar of Companies (the “Effective Date”).

2.3	Terms and Conditions; Share Rights

(a)

The terms and conditions of the Merger, including the manner and basis of converting shares in each constituent company into shares in the Surviving Company or into other property, are set out in the Agreement.

(b)

The memorandum and articles of association of the Surviving Company immediately prior to the Merger shall continue to be the memorandum and articles of association of the Surviving Company after the Merger.

(c)

The rights and restrictions attaching to the shares in the Surviving Company are set out in the memorandum and articles of association of the Surviving Company.

(d)

The Cayman Islands and US tax status and elections of the Surviving Company shall continue.

2.4	Directors’ Interests in the Merger

(a)

The names and addresses of each director of the Surviving Company are:

(i)

Yun Cheng of 3701-02, Tower S2, Bund Finance Center, 600 Zhongshan Rd East No.2, Shanghai, China

(b)

No director of either of the Companies will be paid any amounts or receive any benefits consequent upon the Merger.

2.5	Secured Creditors

(a)

The Surviving Company has granted no fixed or floating security interests that are outstanding as at the date of this Plan of Merger.

(b)

The Merging Company has granted no fixed or floating security interests that are outstanding as at the date of this Plan of Merger.

A-5

3.	VARIATION

3.1	At any time prior to the Effective Date, this Plan of Merger may be amended by the Boards of Directors of both the Surviving Company and the Merging Company to:

(a)

change the Effective Date provided that such changed date shall not be a date later than the ninetieth day after the date of registration of this Plan of Merger with the Registrar of Companies; and

(b)

effect any other changes to this Plan of Merger as the Agreement or this Plan of Merger may expressly authorise the Boards of Directors of both the Surviving Company and the Merging Company to effect in their discretion.

4.	TERMINATION

4.1	At any time prior to the Effective Date, this Plan of Merger may be terminated by the Boards of Directors of both the Surviving Company and the Merging Company in accordance with the terms of the Agreement.

5.	COUNTERPARTS

5.1	This Plan of Merger may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. Any party may enter into this Plan of Merger by executing any such counterpart.

6.	GOVERNING LAW

6.1	This Plan of Merger and the rights and obligations of the parties shall be governed by and construed in accordance with the laws of the Cayman Islands.

A-6

IN WITNESS whereof this Plan of Merger has been entered into by the parties on the day and year first above written.


SIGNED for and on behalf of Primavera Capital Acquisition Corporation:	)
	)
	)	Duly Authorised Signatory
	)
	)	Name:
	)
	)	Title:


SIGNED for and on behalf of Lanvin Group Heritage I Limited:	)
	)
	)	Duly Authorised Signatory
	)
	)	Name:
	)
	)	Title:

A-7

ANNEXURE 1

AGREEMENT

A-8

Exhibit 5.1

LOGO

Our ref KON/780545-000004/24831582v1

Lanvin Group Holdings Limited

PO Box 309

Ugland House

Grand Cayman

KY1-1104

Cayman Islands

5 December 2022

Dear Sirs

Lanvin Group Holdings Limited 复朗集团

We have acted as Cayman Islands legal advisers to Lanvin Group Holdings Limited 复朗集团 (the “Company”) in connection with the Company’s registration statement on Form F-4, including all amendments or supplements thereto, filed with the United States Securities and Exchange Commission (the “Commission”) under the United States Securities Act of 1933, as amended (the “Act”) (including its exhibits, the “Registration Statement”) for the purposes of, registering with the Commission under the Act, the issuance of:

(i)

47,371,698 ordinary shares of the Company of par value US$0.000001 each (the “Shares”) to the existing shareholders of Primavera Capital Acquisition Corporation (“Primavera”);

(ii)

20,700,000 warrants to acquire Shares to the holders of warrants to acquire shares of Primavera (the “Warrants”); and

(iii)

20,700,000 Shares that may be issued upon exercise of the Warrants,

pursuant to certain transactions contemplated by the Business Combination Agreement dated as of 23 March 2022 and as amended on 17 October 2022, 20 October 2022, 28 October 2022 and 2 December 2022 (as may be further amended, restated, modified or varied from time to time) by and among the Company, Primavera, Fosun Fashion Group (Cayman) Limited, Lanvin Group Heritage I Limited and Lanvin Group Heritage II Limited (the “Business Combination Agreement”) and the Sponsor Support Deed dated as of 23 March 2022 and as amended on 28 October 2022 by and among the Company, Primavera, Fosun Fashion Group (Cayman) Limited, Primavera Capital Acquisition LLC and other persons as set forth on schedule I thereto (the “Sponsor Support Deed”).

We are furnishing this opinion as Exhibit 5.1 to the Registration Statement.

1	Documents Reviewed

For the purposes of this opinion, we have reviewed only originals, copies or final drafts of the following documents:

1.1	The certificate of incorporation of the Company dated 13 October 2021 issued by the Registrar of Companies in the Cayman Islands.

1.2	The memorandum and articles of association of the Company as registered on 13 October 2021 (the “Pre-Merger Memorandum and Articles”).

1.3

The form of the amended and restated memorandum and articles of association of the Company to be conditionally adopted by a special resolution of the Company and to be effective upon the Initial Merger Effective Time (as defined under the Business Combination Agreement), a copy of which is attached hereto as Annexure A (the “Memorandum and Articles”).

1.4	The written resolutions of the sole director of the Company dated 21 March 2022 (the “Prior Board Resolutions”).

1.5	The form of written resolutions to be passed by the sole director of the Company, a copy of which is attached hereto as Annexure B (the “Board Resolutions”).

1.6	The form of the written resolutions to be passed by the sole shareholder of the Company, a copy of which is attached hereto as Annexure C (the “Shareholder Resolutions”).

1.7	A certificate from a director of the Company, a copy of which is attached hereto as Annexure D (the “Director’s Certificate”).

1.8	A certificate of good standing dated 17 October 2022, issued by the Registrar of Companies in the Cayman Islands (the “Certificate of Good Standing”).

1.9	The Business Combination Agreement.

1.10	The Sponsor Support Deed.

1.11	The Registration Statement.

1.12

The warrant agreement dated 21 January 2021, by and between Primavera and Continental Stock Transfer & Trust Company (“Continental”), the warrant certificate constituting the Warrants and the assignment, assumption and amendment agreement dated 23 March 2022 entered into between Primavera, the Company and Continental (the “Warrant Documents”).

2	Assumptions

The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving these opinions we have relied (without further verification) upon the completeness and accuracy, as of the date of this opinion letter, of the Director’s Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:

2.1	Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals.

2.2	All signatures, initials and seals are genuine.

2.3	The Board Resolutions will be duly passed in the manner prescribed in the Pre-Merger Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and will not be amended, varied or revoked in any respect.

2.4	The Shareholder Resolutions will be duly passed in the manner prescribed in the Pre-Merger Memorandum and Articles and will not be amended, varied or revoked in any respect.

2.5	The Company will receive money or money’s worth in consideration for the issue of the Shares and none of the Shares were or will be issued for less than par value.

2.6	There is nothing contained in the minute book or corporate records of the Company (which we have not inspected) which would or might affect the opinions set out below.

2.7	There is nothing under any law (other than the law of the Cayman Islands), which would or might affect the opinions set out below.

2.8	Upon Closing (as defined under the Business Combination Agreement), the Company will not be subject to the requirements of Part XVIIA of the Companies Act (As Revised) (the “Companies Act”).

3	Opinion

Based upon the foregoing and subject to the qualifications set out below and having regard to such legal considerations as we deem relevant, we are of the opinion that:

3.1	The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar of Companies under the laws of the Cayman Islands.

3.2

With effect from the Closing (as defined under the Business Combination Agreement), the authorised share capital of the Company will be US$50,000 divided into 49,984,999,999 ordinary shares with a par value of US$0.000001 each, 15,000,000 non-voting ordinary shares with a par value of US$0.000001 each and 1 convertible preference share with a par value of US$0.000001.

3.3

The issue and allotment of the Shares as contemplated in the Registration Statement and the Business Combination Agreement (including the issuance of the Shares upon the exercise of the Warrants as contemplated by the Registration Statement and the Business Combination Agreement) will have been duly authorised for issue and when allotted, issued and paid for as contemplated in the Registration Statement and the Business Combination Agreement (including the issuance of the Shares upon the exercise of the Warrants as contemplated by the Registration Statement and the Business Combination Agreement), the Shares will be validly issued and allotted, fully paid and non-assessable. As a matter of Cayman Islands law, a share is only issued when it has been entered in the register of members (shareholders).

3.4

The execution, delivery and performance of the Warrant Documents have been authorised by and on behalf of the Company and, once the Warrant Documents have been executed and delivered by the director of the Company, the Warrant Documents will have been duly executed and delivered on behalf of the Company and will constitute the legal, valid and binding obligations of the Company enforceable in accordance with their terms.

3.5	The statements under the caption “Cayman Islands Tax Considerations” in the prospectus forming part of the Registration Statement, to the extent that they constitute statements of Cayman Islands law, are accurate in all material respects and that such statements constitute our opinion.

4	Qualifications

The opinions expressed above are subject to the following qualifications:

4.1	To maintain the Company in good standing with the Registrar of Companies under the laws of the Cayman Islands, annual filing fees must be paid and returns made to the Registrar of Companies within the time frame prescribed by law.

4.2

Under the Companies Act, the register of members of a Cayman Islands company is by statute regarded as prima facie evidence of any matters which the Companies Act directs or authorises to be inserted therein. A third party interest in the shares in question would not appear. An entry in the register of members may yield to a court order for rectification (for example, in the event of fraud or manifest error).

4.3

In this opinion the phrase “non-assessable” means, with respect to shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder and in absence of a contractual arrangement, or an obligation pursuant to the memorandum and articles of association, to the contrary, be liable for additional assessments or calls on the shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions, which are the subject of this opinion.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name under the heading “Legal Matters” and elsewhere in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act, or the Rules and Regulations of the Commission thereunder.

Yours faithfully

/s/ Maples and Calder (Hong Kong) LLP

Maples and Calder (Hong Kong) LLP

Exhibit 5.2

December 5, 2022

DLA Piper Singapore Pte. Ltd.

80 Raffles Place

#48-01 UOB Plaza 1

Singapore 048624

T: +65 6512 9595

F: +65 6512 9500

dlapiper.com

Lanvin Group Holdings Limited

3701-02, Tower S2,

Bund Finance Center,

600 Zhongshan Rd East No.2,

Shanghai, 20010,

China

Your reference

Our reference

Dear Sirs,

Project Heritage - Opinion of DLA Piper regarding validity of Lanvin Group Holdings Limited Warrants under New York law

We have acted as special United States counsel to Lanvin Group Holdings Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”) in connection with the Registration Statement on Form F-4 (File No. 333-266095) (the “Registration Statement”) initially filed on July 11, 2022 with the Securities and Exchange Commission under the Securities Act of 1933 (the “Securities Act”) for the registration of, inter alia, warrants (the “Warrants”) to purchase 20,700,000 ordinary shares of the Company, par value US$0.000001 per share, to be issued by the Company.

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In rendering the opinions stated herein, we have examined and relied upon the following:

the Registration Statement;

the Company’s Amended and Restated Memorandum and Articles of Association;

the Business Combination Agreement, dated as of March 23, 2022, by and among Primavera Capital Acquisition Corporation, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“PCAC”), the Company, Lanvin Group Heritage I Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly-owned subsidiary of the Company (“Merger Sub 1”), Lanvin Group Heritage II Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly-owned subsidiary of the Company (“Merger Sub 2”) and Fosun Fashion Group (Cayman) Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“FFG”) (as may be amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”);

the Plan of Merger between Merger Sub 1 and PCAC (the “Plan of Initial Merger”);

the Warrant Agreement, dated January 21, 2021 by and between PCAC and Continental Stock Transfer & Trust Company (“CST”) (as subsequently assigned by PCAC to the Company by the Assignment, Assumption and Amendment Agreement dated March 23, 2022 by and among PCAC, Continental Stock Transfer & Trust Company, and the Company (the “Assignment Agreement”)) (as assigned, the “Warrant Agreement”, and together with the Assignment Agreement and the Business Combination Agreement, the “Transaction Documents”);

A foreign law firm registered in Singapore (Reg. No 200404750D).

DLA Piper Singapore Pte. Ltd. is a law firm and part of DLA Piper, a global law firm, operating through various separate and distinct legal entities.

A list of offices and regulatory information can be found at dlapiper.com

Singapore Switchboard

+65 6512 9595

Page 2

a specimen Warrant certificate (the “Warrant Specimen”); and

such other documents, records and other instruments as we have deemed necessary or appropriate in order to deliver the opinions set forth herein.

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below.

In our examination, we have assumed the genuineness of all signatures, including endorsements, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials, including the factual representations and warranties contained in the Business Combination Agreement.

We do not express any opinion with respect to any laws other than the laws of the State of New York (the foregoing being referred to as “Specified Law”).

Subject to the assumptions, qualifications, exclusions and limitations that are identified in this letter, we advise you that at such time as the SPAC Warrants (as defined in the Business Combination Agreement) have ceased to be warrants with respect to the SPAC Shares (as defined in the Business Combination Agreement) at the Initial Merger Effective Time (as defined in the Business Combination Agreement) in accordance with the terms of the Business Combination Agreement:

the Assignment Agreement has been duly authorized, executed and delivered by each party thereto; and

the Warrants have been issued in accordance with the terms of the Warrant Agreement, the Business Combination Agreement and the Plan of Initial Merger, such Warrants will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

Except for the activities described in this letter, we have not undertaken any investigation to determine the facts upon which the advice in this letter is based.

We have assumed, for the purpose of this letter, that:

each of the parties to each document we have reviewed: is in good standing and duly incorporated or organized under the laws of the jurisdiction of its incorporation or organization; had the power, corporate or otherwise, to enter into and perform all obligations thereunder; and has satisfied all legal requirements that are applicable to such party to the extent necessary to entitle such party to enforce such agreement.

each agreement we have examined for purposes of this letter: was duly authorized by all requisite corporate action of the parties thereto and that such documents were duly executed and delivered by each party thereto (except to the extent expressly stated in numbered paragraphs 1 and 2); and constitutes a valid and binding obligation of each party to that document and that each such party (except to the extent expressly stated in numbered paragraphs 1 and 2); and

Page 3

the choice of New York law to govern the Warrant Agreement is a valid and legal provision. In particular, the execution and delivery of the Warrant Agreement by the Company and the performance by the Company of its obligations under the Warrant Agreement do not and will not: result in any breach of any terms and provisions of, or constitute a default (or an event which with notice or laps of time or both, would constitute a default) under, any material contracts.

In preparing this letter we have relied without independent verification upon: factual information represented to be true in the Business Combination Agreement and other documents specifically identified at the beginning of this letter as having been read by us; factual information provided to us by the Company, its officers or representatives; and factual information we have obtained from such other sources as we have deemed reasonable.

While we have reviewed certain corporate records and other documents specifically identified at the beginning of this letter as having been read by us, we have not, undertaken any other investigation to determine the facts upon which the advice in this letter is based.

Each opinion (“validity opinion”) in this letter that any particular contract is a valid and binding obligation or is enforceable in accordance with its terms is subject to: the effect of bankruptcy, insolvency, fraudulent conveyance and other similar laws and judicially developed doctrines in this area such as substantive consolidation and equitable subordination; the effect of general principles of equity; and other commonly recognized statutory and judicial constraints on enforceability including statutes of limitations. “General principles of equity” include, but are not limited to: principles limiting the availability of specific performance and injunctive relief; principles which limit the availability of a remedy under certain circumstances where another remedy has been elected; principles requiring reasonableness, good faith and fair dealing in the performance and enforcement of an agreement by the party seeking enforcement; principles which may permit a party to cure a material failure to perform its obligations; and principles affording equitable defences such as waiver, laches and estoppel.

In addition, we do not express any opinion as to the enforceability of any rights to contribution or indemnification which may be violative of public policy underlying any law, rule or regulation (including federal or state securities law, rule or regulation).

It is possible that terms in a particular contract covered by our validity opinion may not prove enforceable for reasons other than those explicitly cited in this letter should an actual enforcement action be brought, but (subject to all the exceptions, qualifications, exclusions and other limitations contained in this letter) such unenforceability would not in our opinion prevent the party entitled to enforce that contract from realizing the principal benefits purported to be provided to that party by the terms in that contract which are covered by our validity opinion.

Our advice on every legal issue addressed in this letter is based exclusively on the internal law of the State of New York and the federal laws of the United States, without our having made any investigation as to the applicability of any specific law unless such advice specifically references Specified Law , and represents our opinion as to how that issue would be resolved were it to be considered by the highest court in the jurisdiction which enacted such law. We express no opinion as to what law might be applied by any courts to resolve any issue addressed by our opinion and we express no opinion as to whether any relevant difference exists between the laws upon which our opinions are based and any other laws which may actually be applied to resolve issues which may arise. The manner in which any particular issue would be treated in any actual court case would depend in part on facts and circumstances particular to the case and would also depend on how the court involved chose to exercise the wide discretionary authority generally available to it. This letter is not intended to guarantee the outcome of any legal dispute that may arise in the future.

Page 4

This letter does not cover any other laws, statutes, governmental rules or regulations or decisions which in our experience are not usually considered for or covered by opinions like those contained in this letter or are not generally applicable to transactions of the kind covered by the Transaction Documents, including any regulatory laws or requirements specific to the industry in which you are engaged.

This letter speaks as of the time of its delivery on the date it bears. We do not assume any obligation to provide you with any subsequent opinion or advice by reason of any fact about which we did not have knowledge at that time, by reason of any change subsequent to that time in any law, other governmental requirement or interpretation thereof covered by any of our opinions or advice, or for any other reason.

The opinions stated herein are subject to the following qualifications:

except to the extent expressly stated in the opinion contained herein, we have assumed that each of the Transaction Documents constitutes the valid and binding obligation of each party to such Transaction Agreement, enforceable against such party in accordance with its terms; and have also assumed the due authorization by all requisite action, corporate or other, and the due execution and delivery by CST of the Warrant Agreement and that the Warrant Agreement constitutes the valid and binding obligation of CST, enforceable against CST in accordance with its terms;

to the extent that any opinion relates to the enforceability of the choice of New York law and choice of New York forum provisions contained in the Warrant Agreement, the opinion stated herein is subject to the qualification that such enforceability may be subject to, in each case, (i) the exceptions and limitations in New York General Obligations Law sections 5-1401 and 5-1402 and (ii) principles of comity and constitutionality;

we do not express any opinion with respect to the enforceability of any provision contained in the Warrant Agreement relating to any indemnification, contribution, non-reliance, exculpation, release, limitation or exclusion of remedies, waiver or other provisions having similar effect that may be contrary to public policy or violative of federal or state securities laws, rules or regulations, or to the extent any such provision purports to, or has the effect of, waiving or altering any statute of limitations;

we call to your attention that irrespective of the agreement of the parties to the Warrant Agreement, a court may decline to hear a case on grounds of forum non conveniens or other doctrine limiting the availability of such court as a forum for resolution of disputes; in addition, we call to your attention that we do not express any opinion with respect to the subject matter jurisdiction of the federal courts of the United States of America in any action arising out of or relating to the Warrant Agreement; and

we have assumed that the choice of New York law to govern the Transaction Documents is a valid and legal provision. In addition, in rendering the foregoing opinions we have assumed that:

none of (i) the execution and delivery by the Company of each of the Transaction Documents, (ii) the performance by the Company of its obligations under each of the Transaction Documents or (iii) consummation of the transactions contemplated by the Business Combination Agreement (collectively, the “Business Combination”): (1) constitutes or will constitute a violation of, or a default under, any lease, indenture, instrument or other agreement to which the Company or its property is subject (except that we do not make the assumption set forth in this clause (1) with respect to those agreements or instruments which are listed in Part II of the Registration Statement), (2) contravenes or will contravene any order or decree of any governmental authority to which the Company or its property is subject, or (3) violates or will violate any law, rule or regulation to which the Company or its property is subject (except that we do not make the assumption set forth in this clause (3) with respect to the Specified Law); and

ii.

none of (i) the execution and delivery by the Company of each of the Transaction Documents, (ii) the performance by the Company of its obligations under each of the Transaction Documents or (iii) consummation of the Business Combination requires or will require the consent, approval, licensing or authorization of, or any filing, recording or registration with, any governmental authority under any law, rule or regulation of any jurisdiction (except that we do not make the assumption set forth in this clause (b) with respect to the Specified Law).

Page 5

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the Specified Law be changed by legislative action, judicial decision or otherwise.

This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purposes.

We hereby consent to the reference to our firm under the heading “Legal Matters” in the prospectus forming part of the Registration Statement.

We also hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Yours faithfully

/s/ DLA Piper Singapore Pte. Ltd.

DLA Piper Singapore Pte. Ltd.

Exhibit 10.28

EXECUTION VERSION

Primavera Capital Acquisition Corporation (“SPAC”)

Primavera Capital Acquisition LLC (“Sponsor”)

41/F Gloucester Tower

15 Queen’s Road Central

Hong Kong

Lanvin Group Holdings Limited 复朗集团 (“PubCo”)

3701-02, Tower S2, Bund Finance Center

600 Zhongshan Rd East No.2

Shanghai, 200010, China

Fosun Fashion Holdings (Cayman) Limited

PO Box 309, Upland House

Grand Cayman KY1-1104

Cayman Islands

December 2, 2022

Re:

Share Surrender

Dear Sirs:

Reference is made to the Business Combination Agreement, dated as of March 23, 2022, and as amended on October 17, 2022, October 20, 2022, October 28, 2022 and December 2, 2022 (as may be further amended, restated, modified or varied in accordance with the terms therein, the “Business Combination Agreement”), by and among SPAC, PubCo and certain other parties thereto. Capitalized terms not defined herein shall have the meanings ascribed to them in the Business Combination Agreement unless otherwise specified.

In consideration of the parties’ mutual promises herein, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged by each party hereto, the parties hereby agree as follows:

The Sponsor hereby irrevocably surrenders, subject to the Closing and effective immediately prior to the consummation of the Initial Merger, 6,014,375 SPAC Class B Ordinary Shares to SPAC for nil consideration, which shares shall be cancelled by SPAC immediately upon the surrender thereof, such that after giving effect to the share surrender, the number of SPAC Class B Ordinary Shares held by the Sponsor shall be 5,000,000.

2.	This letter agreement shall become effective on the date hereof and shall terminate and be of no further force or effect upon the termination of the Business Combination Agreement without the Closing (as defined in the Business Combination Agreement) having taken place.

3.	This letter agreement shall constitute a Transaction Document for purposes of the Business Combination Agreement and each other Transaction Document.

This letter agreement, and any claim or cause of action hereunder based upon, arising out of or related to this letter agreement (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement of this letter agreement, shall be governed by and construed in accordance with the Laws of Hong Kong, without giving effect to the principles of conflicts of laws that would otherwise require the application of the Laws of any other jurisdiction.

All disputes arising out of or in connection with this letter agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

6.	Sections 11.2 to 11.15 (other than Section 11.7) of the Business Combination Agreement are incorporated herein by reference; provided that, in each case, reference to “this Deed” therein shall mean this letter agreement.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this letter agreement to be duly executed as of the date first written above.


PRIMAVERA CAPITAL ACQUISITION LLC

By:	/s/ Tong Chen
	Name:	Tong Chen
	Title:	Authorized Signatory

[Heritage – Signature Page to Letter Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this letter agreement to be duly executed as of the date first written above.


PRIMAVERA CAPITAL ACQUISITION CORPORATION

By:	/s/ Tong Chen
	Name:	Tong Chen
	Title:	Director

[Heritage – Signature Page to Letter Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this letter agreement to be duly executed as a deed as of the date first written above.


LANVIN GROUP HOLDINGS LIMITED 复朗集团

By:	/s/ Yun CHENG
	Name:	Yun CHENG
	Title:	Director

[Heritage – Signature Page to Letter Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this letter agreement to be duly executed as a deed as of the date first written above.


FOSUN FASHION HOLDINGS (CAYMAN) LIMITED

By:	/s/ Yun CHENG
	Name:	Yun CHENG
	Title:	Director

[Heritage – Signature Page to Letter Agreement]

Exhibit 10.29

EXECUTION VERSION

Primavera Capital Acquisition Corporation (“SPAC”)

41/F Gloucester Tower

15 Queen’s Road Central

Hong Kong

Primavera Capital Acquisition LLC (the “Sponsor”)

41/F Gloucester Tower

15 Queen’s Road Central

Hong Kong

December 2, 2022

Re:

Waiver

Dear Sirs:

Reference is made to certain Promissory Note, dated January 28, 2022, by and between the Sponsor and SPAC (as may be amended, restated, supplemented or modified from time to time, the “Promissory Note”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Promissory Note.

Pursuant to Section 14 of the Promissory Note, the Sponsor hereby irrevocably waives, subject to the Closing and effective immediately prior to the consummation of the Initial Merger, its right to receive any payment of the principal balance of the Promissory Note from SPAC.

This letter shall become effective on the date hereof and shall terminate and be of no further force or effect upon the termination of the Business Combination Agreement, dated as of March 23, 2022, and as amended on October 17, 2022, October 20, 2022, October 28, 2022 and December 2, 2022 (as may be further amended, restated, modified or varied in accordance with the terms therein, the “Business Combination Agreement”), by and among SPAC and certain other parties thereto, without the Closing (as defined in the Business Combination Agreement) having taken place.

Sections 10, 11, 12, 14 and 15 of the Promissory Note are incorporated herein by reference mutatis mutandis; provided that, in each case, references to “this Note” in such paragraphs shall mean this letter.

[Signature Pages Follow]


Very truly yours,

Primavera Capital Acquisition LLC

By:	/s/ Tong Chen
	Name:	Tong Chen
	Title:	Authorized Signatory

[Signature Page to Waiver Letter]


AGREED TO AND ACCEPTED BY:

Primavera Capital Acquisition Corporation

By:	/s/ Tong Chen
	Name:	Tong Chen
	Title:	Director

[Signature Page to Waiver Letter]