Lanvin Group Holdings Limited - Ordinary Shares DEFM14AProxy related to merger

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Primavera Capital Acquisition Corporation

(Name of Registrant as Specified in its Charter)

Not Applicable

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF

PRIMAVERA CAPITAL ACQUISITION CORPORATION

PROSPECTUS FOR UP TO 47,371,698 ORDINARY SHARES

AND 20,700,000 WARRANTS OF

LANVIN GROUP HOLDINGS LIMITED

The board of directors of Primavera Capital Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability (“PCAC”) has unanimously approved the Business Combination Agreement, dated as of March 23, 2022 and as amended on October 17, 2022, October 20, 2022 and October 28, 2022 (as may be further amended, restated, modified or varied from time to time, the “Business Combination Agreement”), by and among (i) PCAC, (ii) Lanvin Group Holdings Limited, a Cayman Islands exempted company incorporated with limited liability (“LGHL”), (iii) Lanvin Group Heritage I Limited (“Merger Sub 1”) and Lanvin Group Heritage II Limited (“Merger Sub 2”), Cayman Islands exempted companies incorporated with limited liability and wholly-owned subsidiaries of LGHL (“Merger Subs”); and (iv) Fosun Fashion Group (Cayman) Limited, a Cayman Islands exempted company incorporated with limited liability (“FFG”), which, among other things, provides for the merger of PCAC with and into Merger Sub 1. As a result of and upon consummation of the Business Combination (as defined below), PCAC will merge with and into a wholly owned subsidiary of LGHL, as described in this proxy statement/prospectus and LGHL will become a new public reporting company owned by the prior shareholders of PCAC and FFG.

Pursuant to the Business Combination Agreement, it is proposed that (i) PCAC shall merge with and into Merger Sub 1, with Merger Sub 1 surviving such merger (the “Initial Merger”); (ii) Merger Sub 2 shall merge with and into FFG, with FFG surviving such merger (FFG is hereinafter referred to for the periods from and after the Second Merger Effective Time as the “Surviving Company”) (the “Second Merger”); and (iii) subsequently, Merger Sub 1 as the surviving company of the Initial Merger shall merge with and into the Surviving Company as the surviving company of the Second Merger, with the Surviving Company surviving such merger (the “Third Merger”).

Pursuant to the Business Combination Agreement, in respect of the Initial Merger, at the Initial Merger Effective Time (as defined below):

Pursuant to the Business Combination Agreement, in respect of the Second Merger, at the Second Merger Effective Time (as defined below):

Pursuant to the Business Combination Agreement, in respect of the Third Merger, at the Third Merger Effective Time (as defined below):

As a result of the Business Combination, PCAC will merge with and into a wholly owned subsidiary of LGHL. The former unitholders, shareholders and warrantholders of PCAC and FFG will become shareholders and warrantholders of LGHL, as applicable. As a result of the Business Combination, assuming that no shareholders of PCAC elect to redeem their public shares for cash in connection therewith as permitted by PCAC’s amended and restated memorandum and articles of association and there are no FFG Dissenting Shares and assuming no conversion of the LGHL Convertible Preference Share into any LGHL Non-Voting Shares (as defined below) or LGHL Ordinary Shares, the former shareholders of PCAC will own approximately 23% of the LGHL Ordinary Shares and the former shareholders of FFG will own approximately 55% of the LGHL Ordinary Shares, whereas the PIPE Investors (defined below) will own approximately 8% of the LGHL Ordinary Shares to be outstanding immediately after the Business Combination. If 34,004,157 PCAC Ordinary Shares (the maximum number of PCAC Ordinary Shares that can be redeemed while still allowing the Minimum Cash Condition (as defined below) to be satisfied, assuming the Private Placement are fully funded and no additional financing is obtained in order to consummate the Business Combination) are redeemed for cash, such percentages will be approximately 5% (for the former shareholders of PCAC) and 68% (for the former shareholders of FFG), respectively.

Proposals to approve the Business Combination Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the Extraordinary General Meeting of PCAC scheduled to be held on December 9, 2022 (the “Special Meeting”).

PCAC’s units, class A ordinary shares and warrants are currently listed on the New York Stock Exchange (“NYSE”) under the symbols “PV.U”, “PV”, and “PV WS”, respectively. LGHL has applied for listing, to be effective at the time of the Business Combination, of its LGHL Ordinary Shares and LGHL Warrants on NYSE under the proposed symbols “LANV” and “LANW”, respectively. There is no assurance that LGHL will be able to satisfy NYSE listing criteria necessary for listing or will be able to continue to satisfy such criteria following the consummation of the Business Combination. LGHL will not have units traded following the consummation of the Business Combination.

Each of PCAC and LGHL is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected to comply with certain reduced public company reporting requirements. Following the Business Combination, LGHL will be a “foreign private issuer”, as such term is defined under the Securities Act of 1933 (the “Securities Act”), and will report under the Securities Exchange Act of 1934, as amended, or the “Exchange Act”, as a non-U.S. company with foreign private issuer status. As a foreign private issuer, LGHL will be exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, LGHL’s officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, LGHL will not be required to file periodic reports and financial statements with the U.S. Securities and Exchange Commission (the “SEC”) as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. In addition, as a foreign private issuer, LGHL will be permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from NYSE corporate governance listing standards for U.S. domestic issuers. These practices may afford less protection to shareholders than they would enjoy if we complied fully with NYSE corporate governance listing standards for U.S. domestic issuers. See “Management of LGHL following the Business Combination – Foreign Private Issuer Status”.

LGHL is a Cayman Islands exempted company incorporated with limited liability, and upon the consummation of the Business Combination, LGHL’s operations will be conducted by its subsidiaries organized in various jurisdictions, including China. The securities offered herein are securities of LGHL, not securities of such operating subsidiaries. Upon the consummation of the Business Combination, LGHL may face various legal and operational risks and uncertainties associated with having a portion of its operations in China. For example, LGHL may face risks associated with regulatory approvals on offerings conducted overseas by, and foreign investment in, China-based issuers and oversight on cybersecurity and data privacy, which may impact LGHL’s ability to conduct certain businesses in China, accept foreign investments, or list on a U.S. or other foreign exchange outside of China. These risks could result in a material adverse change in LGHL’s operations and the value of its securities, significantly limit or completely hinder its ability to offer, or continue to offer, securities to investors or cause the value of such securities to significantly decline.

The U.S. Holding Foreign Companies Accountable Act, which was enacted in December 2020 (the “HFCA Act”) may affect LGHL’s ability to maintain its listing on the NYSE. Pursuant to the HFCA Act, if the SEC determines that independent audit reports on an issuer’s financial statements are issued by a registered public accounting firm that has not been subject to inspection by the U.S. Public Company Accounting Oversight Board (the “PCAOB”) for three consecutive years, beginning in 2022, the SEC shall prohibit such issuer’s securities from being traded on a national securities exchange or in the over-the-counter trading market in the United States. As a result, the relevant national securities exchange would initiate a delisting of such issuer’s securities. The Accelerating Holding Foreign Companies Accountable Act, which was passed by the U.S. Senate in June 2021 (the “AHFCA Act”), if enacted, would shorten the three-consecutive-year compliance period under the HFCA Act to two consecutive years and, as a result, reduce the time before the potential trading prohibition against or delisting of LGHL’s securities. The fact

that the PCAOB is currently unable to inspect Lanvin Group Holdings Limited’s independent auditors could deprive investors of the benefits of such inspections and cause LGHL’s securities to be delisted under the HFCA Act and the AHFCA Act. Further, as stated in its report dated December 16, 2021, the PCAOB has determined that it is unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, which include Grant Thornton Zhitong Certified Public Accountants LLP, LGHL and FFG’s current independent auditor. Accordingly, LGHL expects to be identified by the SEC pursuant to the HCFA Act or the AHFCA Act as an issuer whose independent auditor is not subject to PCAOB’s inspection. On August 26, 2022, the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Finance of the People’s Republic of China (the “SOP Agreement”) governing inspections and investigations of audit firms based in China, which marks the first step towards providing access for the PCAOB to inspect and investigate registered public accounting firms in China. However, uncertainties exist with respect to the implementation of this framework and there is no assurance that the PCAOB will be able to execute, in a timely manner, its future inspections and investigations in a manner that satisfies the Statement of Protocol. See “Risks Factors—Risks Relating to LGHL’s Business and Operations Following the Business Combination— LGHL’s Ordinary Shares may be delisted under the Holding Foreign Companies Accountable Act if PCAOB is unable to inspect LGHL’s independent auditor for three consecutive years beginning in 2022. The delisting of LGHL’s Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment”.

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Special Meeting. We encourage you to carefully read this entire document. You should also carefully consider the risk factors described in “Risk Factors ” beginning on page 88 of this proxy statement/prospectus for a discussion of information that should be considered before voting on the proposed Business Combination and each of the other matters to be presented at the Special Meeting.

These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated November 4, 2022, and is first being mailed to PCAC shareholders on or about November 8, 2022.

To the Shareholders of Primavera Capital Acquisition Corporation:

We are pleased to enclose the proxy statement/prospectus relating to the proposed merger (the “Business Combination”) of Primavera Capital Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability (“PCAC”) with and into a subsidiary of Lanvin Group Holdings Limited, a Cayman Islands exempted company incorporated with limited liability (“LGHL”), pursuant to a Business Combination Agreement and as amended on October 17, 2022, October 20, 2022 and October 28, 2022 (as may be further amended, restated, modified or supplemented from time to time, the “Business Combination Agreement”), dated March 23, 2022, by and among PCAC, LGHL, Lanvin Group Heritage I Limited (“Merger Sub 1”), Lanvin Group Heritage II Limited (“Merger Sub 2”) (Merger Sub 1 and Merger Sub 2 each being wholly-owned subsidiaries of LGHL and together the “Merger Subs”), and Fosun Fashion Group (Cayman) Limited, a Cayman Islands exempted company incorporated with limited liability (“FFG” or “Lanvin Group”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Business Combination Agreement. If (i) the Business Combination Agreement is adopted and the transactions contemplated thereby, including the Business Combination, are approved by PCAC’s shareholders, (ii) the Business Combination Agreement is adopted and the transactions contemplated thereby are approved by FFG’s shareholders and (iii) the Business Combination is subsequently completed, then PCAC will merge with and into a wholly owned subsidiary of LGHL.

Pursuant to the Business Combination Agreement, it is proposed that (i) PCAC shall merge with and into Merger Sub 1, with Merger Sub 1 surviving such merger (the “Initial Merger”); (ii) Merger Sub 2 shall merge with and into FFG, with FFG surviving such merger (FFG is hereinafter referred to for the periods from and after the Second Merger Effective Time as the “Surviving Company”) (the “Second Merger”); and (iii) subsequently, Merger Sub 1 as the surviving company of the Initial Merger shall merge with and into the Surviving Company as the surviving company of the Second Merger, with the Surviving Company surviving such merger (the “Third Merger”).

Pursuant to the Business Combination Agreement, in respect of the Initial Merger, at the Initial Merger Effective Time:

Pursuant to the Business Combination Agreement, in respect of the Second Merger, at the Second Merger Effective Time:

Pursuant to the Business Combination Agreement, in respect of the Third Merger, at the Third Merger Effective Time:

Based on the number of PCAC Ordinary Shares and Target Shares currently outstanding, the total number of LGHL Ordinary Shares expected to be issued in connection with the Business Combination is 181,277,225. Holders of PCAC Ordinary Shares outstanding immediately prior to the effective time of the Business Combination (the “Effective Time”) are expected to hold, in the aggregate, approximately 23% of the issued and outstanding LGHL Ordinary Shares immediately following such Effective Time (assuming no redemption of PCAC Ordinary Shares in connection with the Business Combination and no FFG Dissenting Shares and assuming no conversion of the LGHL Convertible Preference Share into any non-voting ordinary shares of LGHL or LGHL Ordinary Shares).

PCAC’s Units, Class A ordinary shares and public warrants are publicly traded on the New York Stock Exchange (“NYSE”). LGHL has applied to list the LGHL Ordinary Shares and LGHL Warrants on NYSE under the symbols “LANV” and “LANW”, respectively, upon the effective time of the Business Combination. PCAC’s Units will be separated into their component securities and all PCAC securities will cease to be listed on NYSE upon consummation of the Business Combination.

PCAC will hold an Extraordinary General Meeting (the “Special Meeting”) to consider matters relating to the proposed Business Combination. PCAC cannot complete the Business Combination unless PCAC

shareholders vote to adopt the Business Combination Agreement and approve the transactions contemplated thereby. PCAC is sending you this proxy statement/prospectus to ask you to vote in favor of these and the other matters described in this document.

The Special Meeting will be held on December 9, 2022, at 10:00 a.m., Eastern Time and conducted via live audio cast at https://www.cstproxy.com/pvspac/2022.

The Special Meeting may be attended virtually online via the Internet, and for purposes of PCAC’s amended and restated memorandum and articles of association, the physical location of the meeting will be at the offices of Simpson Thacher & Bartlett LLP located at 425 Lexington Avenue, New York, New York 10017, United States of America. In light of public health concerns regarding COVID-19, virtual attendance is encouraged and attendees of the physical meeting are required to adhere to the then prevailing COVID-19 measures and regulations implemented by the venue provider and state and local authorities, including, but not limited to, with respect to vaccination, mask-wearing and testing. The venue currently requires attendees to provide proof of vaccination. If you plan on attending in person please email list-PCACSpecialMeeting@lists.stblaw.com at least one day prior to the Extraordinary General Meeting.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF PCAC CLASS A ORDINARY SHARES YOU OWN.

If you are a shareholder of PCAC, to ensure your representation at the Special Meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions contained in this proxy statement/prospectus.

Please submit your proxy promptly whether or not you expect to participate in the Special Meeting. Submitting a proxy now will NOT prevent you from being able to vote online during the virtual meeting or in person at the Special Meeting. If you hold your shares in “street name”, you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee.

The PCAC board of directors has unanimously approved the Business Combination Agreement and the transactions contemplated thereby and recommends that its shareholders vote “FOR” adoption of the Business Combination Agreement, and “FOR” the other matters to be considered at the Special Meeting.

If you have any questions or need assistance voting your ordinary shares, please contact Morrow Sodali LLC (“Morrow Sodali”), our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400. The notice of meeting is and the proxy statement/prospectus relating to the Business Combination will be available at https://www.cstproxy.com/pvspac/2022.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the Business Combination or the other transactions contemplated thereby, as described in this proxy statement/prospectus, or passed upon the adequacy or accuracy of the disclosure in this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus is dated November 4, 2022, and is first being mailed to shareholders of PCAC on or about November 8, 2022.

PRIMAVERA CAPITAL ACQUISITION CORPORATION

41/F Gloucester Tower

15 Queen’s Road Central

Hong Kong

NOTICE OF EXTRAORDINARY GENERAL MEETING

TO BE HELD ON DECEMBER 9, 2022

TO THE SHAREHOLDERS OF PRIMAVERA CAPITAL ACQUISITION CORPORATION:

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Primavera Capital Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability (“PCAC”), will be held at 10:00 a.m., Eastern Time, on December 9, 2022. Accordingly, you are cordially invited to attend and participate in the Extraordinary General Meeting online by visiting https://www.cstproxy.com/pvspac/2022 and for purposes of PCAC’s amended and restated memorandum and articles of association, the physical location of the meeting will be at the offices of Simpson Thacher & Bartlett LLP located at 425 Lexington Avenue, New York, New York 10017, United States of America. In light of public health concerns regarding COVID-19, virtual attendance is encouraged and attendees of the physical meeting are required to adhere to the then prevailing COVID-19 measures and regulations implemented by the venue provider and state and local authorities, including, but not limited to, with respect to vaccination, mask-wearing and testing. The venue currently requires attendees to provide proof of vaccination. If you plan on attending in person please email list-PCACSpecialMeeting@lists.stblaw.com at least one day prior to the Extraordinary General Meeting. The Extraordinary General Meeting will be held for the following purposes:

“RESOLVED, as an ordinary resolution, (i) that the business combination contemplated by the Business Combination Agreement, dated as of March 23, 2022 and as amended October 17, 2022, October 20, 2022 and October 28, 2022 (as may be further amended, restated, modified or supplemented from time to time, the “Business Combination Agreement”), by and among PCAC, Lanvin Group Holdings Limited, a Cayman Islands exempted company incorporated with limited liability (“LGHL”), Lanvin Group Heritage I Limited (“Merger Sub 1”), a Cayman Islands exempted company incorporated with limited liability and wholly-owned subsidiary of LGHL, Lanvin Group Heritage II Limited (“Merger Sub 2”), a Cayman Islands exempted company incorporated with limited liability and wholly-owned subsidiary of LGHL (Merger Sub 1 and Merger Sub 2 together the “Merger Subs”); and Fosun Fashion Group (Cayman) Limited, a Cayman exempted company (“FFG” or “Lanvin Group”), pursuant to which several transactions shall occur, including, (a) the merger of PCAC with and into the Merger Sub 1 (with Merger Sub 1 surviving such merger), pursuant to which each (x) PCAC Class A ordinary share and (y) PCAC Class B ordinary share issued and outstanding immediately prior to the Initial Merger Effective Time shall automatically be canceled in exchange for the right to receive one (1) newly issued ordinary share of LGHL (“LGHL Ordinary Share”), and each outstanding warrant to purchase one ordinary share of PCAC will be exchanged for one warrant to purchase one ordinary share of LGHL (“LGHL Warrants”); (b) the Merger Sub 2 with and into FFG (with FFG surviving such merger) (FFG is hereinafter referred to for the periods from and after the Second Merger Effective Time as the “Surviving Company”), pursuant to which (A) each outstanding ordinary share, non-voting ordinary share and preferred share of FFG (other than the preferred collateral share purchased by Meritz Securities Co., Ltd pursuant to a private placement subscription agreement dated October 16, 2022 with FFG (the “FFG Collateral Share”)) and FFG Dissenting Shares (as defined below)) will be exchanged for the right to receive a number of LGHL Ordinary Shares equal to the Exchange Ratio, and (B) the FFG Collateral Share shall automatically be cancelled in exchange for the right to receive the newly issued convertible preference share of LGHL and (C) each share held by shareholders of FFG who have complied with all of the requirements of Section 238 of the Cayman Companies Act prior to the vote on the Second Merger (an “FFG Dissenting Share”) shall automatically be canceled and cease to exist and shall thereafter represent only the right to receive the applicable payments as set forth in the Business Combination Agreement; and (c) the subsequent merger of Merger Sub 1 with and into the Surviving Company (with the Surviving Company surviving such merger), and upon consummation of the Business Combination on the Closing Date, LGHL becoming the ultimate parent company of the Surviving Company and the amended and restated memorandum and articles of association of LGHL attached to this proxy statement/prospectus as Annex B, being adopted and becoming effective and (ii) the Business Combination be confirmed, ratified and approved in all respects”.

“RESOLVED, as a special resolution, that Primavera Capital Acquisition Corporation be and is hereby authorized to merge (the “Merger”) with and into Lanvin Group Heritage I Limited, a Cayman Islands exempted company incorporated with limited liability so that Lanvin Group Heritage I Limited will be the surviving company and all the undertaking, property and liabilities of Primavera Capital Acquisition Corporation will vest in Lanvin Group Heritage I Limited by virtue of such merger pursuant to the Cayman Companies Act;

RESOLVED, as a special resolution, that the Plan of Merger in the form attached hereto as Annex C to this proxy statement/prospectus (the “Plan of Merger”) be and are hereby authorized, approved and confirmed in all respects;

RESOLVED, as a special resolution, that Primavera Capital Acquisition Corporation be and is hereby authorized to enter into the Plan of Merger;

RESOLVED, as a special resolution, that there being no holders of any outstanding security interest granted by the Company immediately prior to the Effective Date (as defined in the Plan of Merger), the Plan of Merger be executed by any Director on behalf of the Company and any Director be authorized to submit the Plan of Merger, together with any supporting documentation, for registration to the Registrar of Companies of the Cayman Islands;

RESOLVED, as a special resolution, as at the Effective Date (as defined in the Plan of Merger), the Memorandum and Articles of Association of Lanvin Group Heritage I Limited (being the surviving entity following the Merger) immediately prior to the Merger (and as attached to the Plan of Merger) shall continue to be the memorandum and articles of association of Lanvin Group Heritage I Limited (being the surviving entity under the Merger) after the Merger; and

RESOLVED, as a special resolution that all actions taken and any documents or agreements executed, signed or delivered prior to or after the date of these resolutions by any Director or officer of the Company in connection with the transactions contemplated by the foregoing resolutions be approved, ratified and confirmed in all respects.”

“RESOLVED, as an ordinary resolution, that the adjournment of the meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the meeting be approved.”

Each of Proposals No. 1 and No. 2 are cross-conditioned on the approval of each other. The Adjournment Proposal is not cross-conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

These items of business are described in the attached proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of PCAC Ordinary Shares at the close of business on November 8, 2022 are entitled to notice of the meeting and to vote and have their votes counted at the meeting and any adjournments or postponements of the meeting.

After careful consideration, PCAC’s board of directors has determined that the Business Combination Proposal, the Merger Proposal and the Adjournment Proposal are fair to and in the best interests of PCAC and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal and “FOR” the Adjournment Proposal, if presented.

Under the Business Combination Agreement, approval of the Business Combination Proposal and the Merger Proposal are conditions to the consummation of the Business Combination. If the Business Combination Proposal or the Merger Proposal are not approved by PCAC’s shareholders, the Business Combination will not be consummated. The approval of the Business Combination Proposal is a condition to the submission of the other proposals included herein (except the Adjournment Proposal) for shareholder approval.

All PCAC shareholders are cordially invited to attend the meeting online or in person. To ensure your representation at the meeting, however, you are encouraged to complete, sign, date and return the enclosed proxy card as soon as possible after carefully reviewing the attached proxy statement/prospectus. If you are a shareholder of record of PCAC Ordinary Shares, you may also cast your vote in person at the meeting. If your

shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the meeting and vote in person, obtain a proxy from your broker or bank. If you do not vote or do not instruct your broker or bank how to vote, it will have the same effect as voting against the Business Combination Proposal and the Merger Proposal, but will have no effect on the other proposals.

A complete list of PCAC shareholders of record entitled to vote at the meeting will be available for ten (10) days before the meeting at the principal executive offices of PCAC for inspection by shareholders during ordinary business hours for any purpose germane to the meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors

/s/ Tong Chen

Tong Chen

Chief Executive Officer

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS, AND YOU WILL NOT BE ELIGIBLE TO HAVE YOUR SHARES REDEEMED FOR CASH. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND THAT PCAC REDEEM YOUR SHARES FOR CASH NO LATER THAN 5:00 P.M. EASTERN TIME ON DECEMBER 7, 2022 (TWO (2) BUSINESS DAYS PRIOR TO THE EXTRAORDINARY GENERAL MEETING) BY (A) DELIVERING A CONVERSION NOTICE TO PCAC’S TRANSFER AGENT AND (B) TENDERING YOUR SHARES TO PCAC’S TRANSFER AGENT. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARES CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DEPOSIT WITHDRAWAL AT CUSTODIAN (“DWAC”) SYSTEM. AS LONG AS YOU VOTE ON THE BUSINESS COMBINATION PROPOSAL, YOU MAY VOTE EITHER “FOR” OR AGAINST SUCH PROPOSAL WITHOUT AFFECTING YOUR ELIGIBILITY FOR EXERCISING REDEMPTION RIGHTS. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “EXTRAORDINARY GENERAL MEETING OF PCAC SHAREHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS. 

The accompanying proxy statement/prospectus is dated November 4, 2022 and is first being mailed to Primavera Capital Acquisition Corporation shareholders on or about November 8, 2022.

TABLE OF CONTENTS

i

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission, or the “SEC”, by LGHL, constitutes a prospectus of LGHL under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the LGHL Ordinary Shares to be issued to PCAC shareholders and certain FFG shareholders, the LGHL Warrants to be issued to PCAC Warrant holders and the LGHL Ordinary Shares underlying such LGHL Warrants, if the Business Combination described herein is consummated. The LGHL Ordinary Shares to be issued and issuable upon exercise of warrants will be represented by LGHL Ordinary Shares, with each LGHL Ordinary Share corresponding to one PCAC Class A Ordinary Share. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the Special Meeting at which PCAC shareholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters.

All information contained in this document relating to PCAC has been supplied by PCAC, all information relating to FFG has been supplied by FFG and all such information relating to LGHL has been supplied by LGHL. Information provided by one entity does not constitute and should not be deemed to constitute any representation, estimate or projection of any other entity.

IMPORTANT INFORMATION ABOUT IFRS AND NON-IFRS FINANCIAL MEASURES

Lanvin Group’s financial statements are prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and referred to in this proxy statement/prospectus as “IFRS”. Lanvin Group refers in various places within this proxy statement/prospectus to contribution profit, adjusted EBITDA and adjusted EBIT which are non-IFRS measures that are more fully explained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Lanvin Group—Non-IFRS Financial Measures”. The presentation of this non-IFRS information is not meant to be considered in isolation or as a substitute for Lanvin Group’s consolidated financial results prepared in accordance with IFRS.

INDUSTRY AND MARKET DATA

In this proxy statement/prospectus, Lanvin Group relies on and refers to industry data, information and statistics regarding the markets in which it competes from research as well as from publicly available information, industry and general publications and research and studies conducted by third parties. Lanvin Group has supplemented this information where necessary with its own internal estimates, considering publicly available information about other industry participants and Lanvin Group’s management’s best view as to information that is not publicly available. This information appears in “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Lanvin Group”, “Industry Overview”, “Business of Lanvin Group” and other sections of this proxy statement/prospectus. Lanvin Group has taken such care as we consider reasonable in the extraction and reproduction of information from such data from third party sources.

Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including, but not limited to, those described under “Risk Factors”. These and other factors could cause results to differ materially from those expressed in the forecasts or estimates from independent third parties and us. Therefore, you should not place undue reliance on these forecasts or estimates.

1

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the term “PCAC” refers to Primavera Capital Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability, “LGHL” refers to Lanvin Group Holdings Limited, a Cayman Islands exempted company incorporated with limited liability, and “Lanvin Group” (formerly known as “Fosun Fashion Group” or “FFG”, as the context may require) or the “Group” refers to Fosun Fashion Group (Cayman) Limited, a Cayman Islands exempted company incorporated with limited liability and its consolidated subsidiaries.

Unless context otherwise requires, reference to date or time herein shall refer to the date or time in Hong Kong.

In this document:

“Adjournment Proposal” means a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated votes at the time of the Special Meeting, there are not sufficient votes to approve the Business Combination Proposal.

“Amended and Restated Memorandum and Articles of Association of LGHL” or “Amended LGHL Articles” means the amended and restated memorandum and articles of association of LGHL adopted by the shareholders and board of directors of LGHL in the form agreed upon by PCAC and Lanvin Group prior to the Closing and attached as Annex B hereto.

“broker non-vote” means the failure of a PCAC shareholder, who holds his or her shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.

“Business Combination” or “Transactions” means the Mergers and the other transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the Business Combination Agreement, dated as of March 23, 2022 and as amended October 17, 2022, October 20, 2022 and October 28, 2022 and as may be further amended, restated, modified or supplemented from time to time, by and among PCAC, FFG, LGHL, Merger Sub 1 and Merger Sub 2.

“Business Combination Proposal” means the proposal to approve the Business Combination Agreement and the transactions contemplated thereby.

“Cayman Companies Act” or “Cayman Islands Companies Act” means the Companies Act (As Revised) of the Cayman Islands, as amended.

“China” and the “PRC” means the People’s Republic of China, including the Hong Kong Special Administrative Region and the Macau Special Administrative Region (unless the context otherwise requires) but excluding, for the purposes of this proxy statement/prospectus only, Taiwan.

“Closing” means the closing of the Business Combination.

“Closing Date” means the date on which the Closing actually occurs.

“Code” means the Internal Revenue Code of 1986, as amended.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

2

“FFG Collateral Share” means the preferred collateral share, par value EUR0.0001 per share, of FFG purchased by Meritz (as defined below) pursuant to the Meritz Private Placement Subscription Agreement (as defined below), which shall automatically be cancelled in exchange for the right to receive one LGHL Convertible Preference Share at the Second Merger Effective Time.

“Fosun Group” means Fosun International and its affiliates.

“Fosun International” or “Fosun” means Fosun International Limited, a company incorporated in Hong Kong with limited liability.

“Founder Shares” means PCAC Class B Ordinary Shares initially purchased by the Sponsor in a private placement prior to the IPO, of which 12,350,000 are currently outstanding.

“IFRS” refers to International Financial Reporting Standards as issued by the International Accounting Standards Board (“IASB”).

“Initial Merger Effective Time” means the time when the plan of Initial Merger has been registered by the Registrar of Companies of the Cayman Islands or at such later time as may be agreed by Lanvin Group and PCAC in writing and specified in the plan of Initial Merger (being not later than the 90th day after registration by the Registrar of Companies of the Cayman Islands).

“Interim Period” means the period between the signing of the Business Combination Agreement and the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms.

“Investor Rights Agreement” means the investor rights agreement in substantially the form attached as an exhibit to the Business Combination Agreement.

“IPO” means the initial public offering of units of PCAC consummated on January 26, 2021.

“IRS” means the Internal Revenue Service of the United States.

“Lanvin Group Acquisition Proposal” means, other than the Transactions, any proposal or offer from any person (other than PCAC) relating to, in one transaction or a series of transactions, whether by merger, consolidation, scheme of arrangement, business combination, reorganization, recapitalization, purchase or issuance of equity securities, purchase of assets, tender offer or otherwise, (a) any direct or indirect acquisition of 20% or more of the consolidated total assets of the Lanvin Group and its subsidiaries or assets to which 20% or more of the consolidated revenue of Lanvin Group and its subsidiaries are attributable, (b) any direct or indirect acquisition of voting equity securities representing 20% or more of the voting power of Lanvin Group or of one or more of Lanvin Group and/or its subsidiaries which comprise more than 20% of the consolidated total assets, revenues or earning power of Lanvin Group and its subsidiaries taken as a whole, (c) any issuance by Lanvin Group of more than 20% of its voting equity securities, or (d) any combination of the foregoing.

“Lanvin Group and LGHL Fundamental Warranties” means the warranties specified in Section 3.1 (Organization, Good standing and Qualification), Section 3.2 (Capitalization and Voting Rights), Section 3.3 (Authorization), Section 3.4 (Consents; No Conflicts); Section 3.16 (Brokers), Section 5.1 (Organization, Good standing and Qualification), Section 5.2 (Capitalization and Voting Rights), Section 5.3 (Authorization) and Section 5.7 (Brokers) of the Business Combination Agreement.

“Lanvin Group Shareholders Approval” means (i) the approval and adoption of the Business Combination Agreement and the Transactions contemplated thereby, (ii) the approval and adoption of the amendment of the Third Amended and Restated Memorandum and Articles of Association of Lanvin Group as contemplated by the Business Combination Agreement, (iii) a consent from the Investors (as defined in the Third Amended and

3

Restated Memorandum and Articles of Association of Lanvin Group) for exempting the Transactions from Article 10 (Anti-Dilution Protection) of such Third Amended and Restated Memorandum and Articles of Association, (iv) a consent from holders of majority of Lanvin Group’s issued preferred shares for exempting the Transactions from Section 1.1 (Liquidation Rights) and Section 1.3 (Conversion Rights) of Schedule I of the Third Amended and Restated Memorandum and Articles of Association, and (v) the approval and adoption of the plan of Initial Merger.

“LGHL Convertible Preference Share” means, upon the completion of the Share Sub-division and Redesignation, the convertible preference share, par value $0.000001 per share, of LGHL, which is convertible into an aggregate number of up to 15,000,000 LGHL Non-Voting Shares and/or LGHL Ordinary Shares (subject to any adjustment as a result of any share subdivision or consolidation of the shares of LGHL) at the election of Meritz upon the occurrence of certain events.

“LGHL Non-Voting Shares” means, upon the completion of the Share Sub-division and Redesignation, the non-voting ordinary shares, par value $0.000001 per share, of LGHL that have no voting right but otherwise rank pari passu with LGHL Ordinary Shares.

“LGHL Ordinary Shares” means (i) prior to the Share Sub-Division and Redesignation ordinary shares, par value $1.00 per share, of LGHL, and (ii) upon the completion of the Share Sub-Division and Redesignation, ordinary shares, par value $0.000001 per share, of LGHL

“LGHL Private Warrant” means one whole warrant entitling the holder thereof to purchase one (1) LGHL Ordinary Share at a purchase price of $11.50 per share, purchased in connection with a private placement.

“LGHL Public Warrant” means one whole warrant entitling the holder thereof to purchase one (1) LGHL Ordinary Share at a purchase price of $11.50 per share.

“Lock-up Agreements” mean (i) the Lock-up Agreement among PCAC, the Sponsor, FFG, certain other holders of PCAC Class B Ordinary Shares and certain shareholders of FFG, dated March 23, 2022; and (ii) the Lock-up Agreement among PCAC, FFG and certain additional shareholders of FFG, dated June 9, 2022.

“Material Subsidiary” means (i) each of Arpège SAS, St. John Knits International, Incorporated, Wolford Aktiengesellschaft, Raffaele Caruso S.p.A or Sergio Rossi S.p.A, and (ii) each other subsidiary of the Company other than those which, when considered individually or in the aggregate as a single subsidiary, would not constitute a “significant subsidiary” as such term is defined in Rule 1-02(w) of Regulation S-X.

“Mergers” means each of: (i) the merger of PCAC with and into Merger Sub 1, with Merger Sub 1 surviving such merger (the “Initial Merger”); (ii) the merger of Merger Sub 2 with and into FFG, with FFG surviving such merger (FFG is referred to for the periods from and after the Second Merger Effective Time as the “Surviving Company”) (the “Second Merger”); and (iii) the subsequent merger of Merger Sub 1 as the surviving company of the Initial Merger with and into the Surviving Company as the surviving company of the Second Merger, with the Surviving Company surviving such merger (the “Third Merger”). Pursuant to the Mergers, prior unitholders, shareholders and warrantholders of PCAC and FFG will receive securities of LGHL, and the Surviving Company will become a wholly owned subsidiary of LGHL.

“Merger Proposal” refers to the proposal to approve the Mergers.

“Merger Subs” means each of Lanvin Group Heritage I Limited (“Merger Sub 1”) and Lanvin Group Heritage II Limited (“Merger Sub 2”), each a Cayman Islands exempted company incorporated with limited liability.

“Meritz Investment” means the $50 million equity investment by Meritz (defined below) pursuant to the Meritz Private Placement Subscription Agreement.

4

“Meritz Private Placement Subscription Agreement” means the subscription agreement, dated October 16, 2022, entered into by and among FFG, LGHL and Meritz Securities Co., Ltd (“Meritz”), a Korean incorporated investment fund, pursuant to which Meritz agreed to, among other things, subscribe for, and FFG agreed to issue to Meritz 18,569,282 ordinary shares of FFG at a subscription price of $49,999,999 and the FFG Collateral Share at a subscription price of $1, which agreement will terminate upon the Closing.

“Meritz Relationship Agreement” means the relationship agreement, dated October 19, 2022, entered into between LGHL and Meritz and setting forth certain rights and obligations of LGHL and Meritz as the holder of LGHL Ordinary Shares and the LGHL Convertible Preference Share.

“Minimum Cash Condition” means the sum of (i) the amount of cash and cash equivalents available in the Trust Account following the Special Meeting, after deducting the amounts required to satisfy the Redemption, plus (ii) the aggregate amount of gross proceeds (before any later payment on any subsequent liquidity date, or any fees, expenses, prepayments, withholding, discount or any other deduction) of the Private Placement actually received or, by mutual agreement between the Company and SPAC, deemed to have been received by PubCo, SPAC or the Company prior to or substantially concurrently with the Closing (whether or not such proceeds are subject to restriction on use), plus (iii) as of immediately prior to the Closing, the amount of cash and cash equivalents held by PCAC without restriction outside of the Trust Account and any interest earned on the amount of cash held inside the Trust Account (in each case of (i), (ii) and (iii), prior to payment of the accrued and unpaid transaction expenses) is at least US$350,000,000, as a condition to closing the Business Combination.

“NYSE” means the New York Stock Exchange.

“PCAC Acquisition Proposal” means any proposal or offer from any person (other than Lanvin Group, LGHL or any Merger Sub) relating to, in one transaction or a series of transactions, any “initial business combination” as described under PCAC’s IPO prospectus involving PCAC or all or a material portion of the assets, equity securities or businesses of PCAC (whether by merger, consolidation, recapitalization, purchase or issuance of equity securities, purchase of assets, tender offer or otherwise), other than the Transactions.

“PCAC Board” means the board of directors of PCAC.

“PCAC Class A Ordinary Share” means Class A ordinary shares of PCAC, par value US$0.0001 per share.

“PCAC Class B Ordinary Share” means Class B ordinary shares of PCAC, par value US$0.0001 per share.

“PCAC Fundamental Warranties” means the warranties specified in Section 5.1 (Organization, Good standing and Qualification), Section 5.2 (Capitalization and Voting Rights), Section 5.3 (Authorization), Section 5.4 (Consents; No Conflicts) and Section 5.7 (Brokers) of the Business Combination Agreement.

“PCAC Initial Shareholders” means holders of Founder Shares prior to the IPO, including the Sponsor and certain directors of PCAC.

“PCAC Ordinary Shares” means PCAC Class A Ordinary Shares and PCAC Class B Ordinary Shares.

“PCAC Shareholders Approval” means (i) the approval of the Business Combination and the approval of the Business Combination Agreement, the plan in respect of the Initial Merger and the Initial Merger by an affirmative vote of the holders of at least two-thirds of PCAC’s shares as, being present and entitled to do so, vote in person or, where proxies are allowed, by proxy at a PCAC shareholders’ meeting duly called by the PCAC Board held for such purpose and (ii) the approval of any other Transaction Proposals.

“PCAC Units” or “Units” means units issued in the IPO, each consisting of one PCAC Class A Ordinary Share and one-half of one warrant of PCAC to purchase one PCAC Class A Ordinary Share.

5

“PCAC Warrant” means a warrant to purchase one PCAC Class A Ordinary Share at a price of $11.50 per share.

“public shareholders” means the holders of public shares, including the PCAC Initial Shareholders and members of the PCAC management team, provided that each PCAC Initial Shareholder’s and member of PCAC’s management team’s status as a “public shareholder” shall only exist with respect to such public shares.

“public shares” means PCAC Shares issued as part of the units sold in the IPO.

“public warrants” means the warrants included in the units sold in the IPO, each of which is exercisable for one PCAC Ordinary Share, in accordance with its terms.

“Record Date” refers to the record date for determining the holders of PCAC Ordinary Shares that can vote at the Special Meeting, which has been set as November 8, 2022.

“Redemption” means the right of the holders of public shares to have their shares redeemed in accordance with the procedures set forth in this proxy statement/prospectus.

“Redemption Price” means an amount equal to a pro rata portion of the aggregate amount then on deposit in the Trust Account in accordance with the amended and restated memorandum and articles of association of PCAC (as equitably adjusted for shares subdivisions, shares dividends, consolidations, recapitalizations and the like after the Closing). The redemption price will be calculated two days prior to the completion of the Business Combination in accordance with the amended and restated memorandum and articles of association of PCAC, as currently in effect.

“SEC” means the U.S. Securities and Exchange Commission.

“SEHK” means the Stock Exchange of Hong Kong.

“Second Merger Effective Time” means the time when the plan of Second Merger has been registered by the Registrar of Companies of the Cayman Islands or at such later time as may be agreed by Lanvin Group and PCAC in writing and specified in the plan of Second Merger (being not later than the 90th day after registration by the Registrar of Companies of the Cayman Islands).

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Sponsor” means Primavera Capital Acquisition LLC, a Cayman Islands limited liability company.

“Third Merger Effective Time” means the time when the plan of Third Merger has been registered by the Registrar of Companies of the Cayman Islands or at such later time as may be agreed by Lanvin Group and PCAC in writing and specified in the plan of Third Merger (being not later than the 90th day after registration by the Registrar of Companies of the Cayman Islands).

“Transaction Documents” means, collectively, the Business Combination Agreement, the confidentiality agreement, dated as of March 24, 2021, by and between PCAC and Lanvin Group, the Private Placement Agreements, the Sponsor Support Deed, the Lanvin Group Shareholder Support Deed, the Investor Rights Agreement, the Lock-Up Agreement, the Assignment, Assumption and Amendment Agreement, the plan of Initial Merger, the plan of Second Merger, the plan of Third Merger and such other documents required by applicable laws to make the Mergers effective and any other agreements, documents or certificates entered into or delivered pursuant thereto, and the expression “Transaction Document” means any one of them.

“Transaction Proposals” means, collectively, (i) the Business Combination, the Business Combination Agreement, the plan of Initial Merger, and the other Transaction Documents, the Mergers and the other

6

Transactions, (ii) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the proxy statement/prospectus or correspondence related thereto, (iii) any other proposals as reasonably agreed by PCAC and Lanvin Group to be necessary or appropriate in connection with the Business Combination, and (iv) adjournment of PCAC’s shareholder meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing.

“Trust Account” means the trust account that holds a portion of the proceeds of the IPO and the concurrent sale of warrants to the Sponsor in a private placement.

“Underwriting Agreement” means the Underwriting Agreement dated January 21, 2021 among PCAC, Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc., as representatives of the several underwriters named therein.

“$”, “USD”, “US$” and “U.S. dollar” each means the currency in dollars of the United States of America.

“U.S.” means the United States of America.

“U.S. GAAP” means United States generally accepted accounting principles.

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the Special Meeting, including the Business Combination, you should read this entire document carefully, including the Business Combination Agreement attached as Annex A to this proxy statement/prospectus. The Business Combination Agreement is the legal document that governs the Mergers and the other transactions that will be undertaken in connection with the Business Combination. It is also described in detail in this proxy statement/prospectus in the section entitled “Summary of the Material Terms of the Business Combination”.

The Parties

PCAC

PCAC is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. PCAC was incorporated on July 16, 2020, under the laws of Cayman Islands. PCAC intended to focus on targets that are global consumer companies with a significant China presence or a compelling China potential.

On January 26, 2021, PCAC consummated its initial public offering of 41,400,000 Units (including the exercise of the over-allotment option in the amount of 5,400,000 Units), with each Unit consisting of one PCAC Class A Ordinary Share and one-half of one warrant to acquire one PCAC Class A Ordinary Share upon the consummation of an initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $414,000,000. Simultaneously with the consummation of the IPO, PCAC consummated a private placement of an aggregate of 10,280,000 private warrants to the Sponsor. The private warrants were sold at an offering price of $1.00 per warrant, generating gross proceeds of $10,280,000. A total of $414,000,000 was deposited into the Trust Account and the remaining proceeds became available to be used as working capital to provide for business, legal and accounting due diligence for prospective business combinations and continuing general and administrative expenses. The initial public offering was conducted pursuant to a registration statement on Form S-1 (Reg. No. 333-251917) that became effective on January 21, 2021. As of September 30, 2022, there was approximately $416.5 million held in the Trust Account.

Upon consummation of the Business Combination, the funds in the Trust Account will be used by LGHL to pay holders of the public shares who exercise redemption rights, to pay fees and expenses incurred in connection

7

with the Business Combination with PCAC (including fees of an aggregate of approximately $14,490,000 to certain underwriters in connection with the Business Combination as set forth in the underwriting agreement), for expenses related to prior proposed business combinations that were not consummated and for working capital and general corporate purposes of LGHL.

PCAC Units, PCAC Class A Ordinary Shares, and PCAC Warrants are listed on the NYSE under the symbols “PV.U”, “PV”, and “PV WS”, respectively.

The mailing address of PCAC’s principal executive office is 41/F Gloucester Tower, 15 Queen’s Road Central, Hong Kong. Upon the consummation of the Business Combination, PCAC will merge with and into a wholly owned subsidiary of LGHL.

FFG, Lanvin Group

FFG (Fosun Fashion Group (Cayman) Limited) is an exempted company with limited liability incorporated in the Cayman Islands. FFG and its consolidated subsidiaries are referred to as “Lanvin Group”, unless the context otherwise requires. Lanvin Group consists of various luxury fashion brand portfolios including Lanvin, Sergio Rossi, Wolford, St. John and Caruso.

The mailing address of Lanvin Group’s principal office is 3701-02, Tower S2, Bund Finance Center, 600 Zhongshan Rd East No.2, Shanghai, 200010, China. Upon consummation of the Business Combination, Lanvin Group will become a wholly-owned subsidiary of LGHL.

For more information about Lanvin Group, see the sections entitled “Business of Lanvin Group” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Lanvin Group”.

LGHL

Immediately following the Business Combination, LGHL will qualify as a foreign private issuer as defined in Rule 3b-4 under the Exchange Act. LGHL was incorporated on October 13, 2021, solely for the purpose of effectuating the Business Combination described herein. LGHL was incorporated under the laws of the Cayman Islands as an exempted company limited by shares. LGHL does not own any material assets and does not operate any business and will not operate any business until the consummation of the Business Combination.

As of the consummation of the Business Combination, the number of directors of LGHL is expected to be increased to seven, three of whom shall be independent directors. The mailing address of LGHL is 3701-02, Tower S2, Bund Finance Center, 600 Zhongshan Rd East No.2, Shanghai, 200010, China. After the consummation of the Business Combination, LGHL will become the continuing public company.

Merger Subs

Merger Sub 1 is a Cayman Islands exempted company incorporated with limited liability wholly-owned by Lanvin Group that was incorporated on November 10, 2021 to facilitate the consummation of the Business Combination. In connection with the Business Combination, PCAC shall merge with and into Merger Sub 1, with Merger Sub 1 surviving such merger. The registered address of Merger Sub 1 is at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

Merger Sub 2 is a Cayman Islands exempted company incorporated with limited liability, wholly-owned by Lanvin Group, that was incorporated on November 10, 2021 to facilitate the consummation of the Business Combination. In connection with the Business Combination, Merger Sub 2 shall merge with and into FFG, with FFG surviving such merger. The registered address of Merger Sub 2 is at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

8

The Business Combination Proposal

On March 23, 2022, PCAC, FFG, LGHL, Merger Sub 1 and Merger Sub 2 entered into the Business Combination Agreement, which was subsequently amended on October 17, 2022, October 20, 2022 and October 28, 2022 (as may be further amended, restated, modified or varied from time to time, the “Business Combination Agreement”). The Business Combination Agreement provides for, among other things, the following transactions:

9

For more information about the Business Combination, please see the sections entitled “Summary of the Material Terms of the Business Combination”. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

Effect of the Transactions on Existing PCAC Securities in the Business Combination

Subject to the terms and conditions of the Business Combination Agreement, the Business Combination will result in, among other things, the following:

Conditions to Closing of the Business Combination

The respective obligations of each party to the Business Combination Agreement to consummate the Transactions, are subject to the satisfaction, or written waiver by all of the parties thereto, at or prior to the Closing of the following conditions:

10

The obligations of PCAC to consummate the Transactions, are subject to the satisfaction, or written waiver by PCAC, at or prior to the Closing of the following conditions:

The respective obligations of Lanvin Group, LGHL and the Merger Subs to consummate the Transactions, are subject to the satisfaction, or written waiver by Lanvin Group, at or prior to the Closing of the following conditions:

11

The obligations of the parties to the Business Combination Agreement to consummate the Business Combination are subject to additional conditions, as described more fully in the section entitled “Summary of the Material Terms of the Business Combination — Conditions to Closing of the Business Combination”.

Ancillary Agreements

Subscription Agreements (PIPE Investment)

Concurrently with the execution of the Business Combination Agreement, LGHL and PCAC entered into subscription agreements (the “Initial PIPE Subscription Agreements”, and together with the Additional PIPE Subscription Agreements, the “PIPE Subscription Agreements”) with certain investors. Pursuant to the Initial PIPE Subscription Agreements, certain investors (the “Initial PIPE Investors”) agreed to subscribe for, and LGHL agreed to issue to such Initial PIPE Investors, certain LGHL Ordinary Shares (together with additional subscriptions by certain investors, if any, of certain LGHL Ordinary Shares pursuant to certain additional subscription agreements to be entered after the date of the Business Combination Agreement and prior to the date on which PCAC Shareholders Approval is obtained (the “Additional PIPE Subscription Agreements”), the “PIPE Investment”, and together with the Forward Purchase Subscriptions and the Meritz Investment, collectively, the “Private Placement”). Subsequently on October 28, 2022, PCAC, LGHL, Fosun Fashion Holdings (Cayman) Limited, Fosun Fashion Group (Cayman) Limited and Fosun entered into an amended and restated subscription agreement (the “A&R Subscription Agreement”). The PIPE Subscription Agreements and the A&R Subscription Agreement provide for certain customary registration rights. For additional information, see “Summary of the Material Terms of the Business Combination — Ancillary Agreements — Subscription Agreements (PIPE Investment)”.

Sponsor Support Deed

Concurrently with the execution of the Business Combination Agreement, PCAC, LGHL, the Sponsor, certain other holders of Class B ordinary shares of PCAC (the “Other Class B Shareholders”) and Lanvin Group

12

entered into the Sponsor Support Deed (as amended on October 28, 2022, and as may be further amended, restated, modified or varied from time to time, the “Sponsor Support Deed”), pursuant to which the Sponsor and such Other Class B Shareholders agreed to, among other things, (i) vote all of their ordinary shares and preferred shares of PCAC held of record or thereafter acquired in favor of the Business Combination Agreement and the transactions contemplated thereby, (ii) be bound by certain covenants and agreements in the Business Combination Agreement, including non-solicitation restrictions and (iii) be bound by certain transfer restrictions with respect to their shares of PCAC, in each case, on the terms and subject to the conditions set forth in the Sponsor Support Deed.

FFG Shareholder Support Deed

Concurrently with the execution of the Business Combination Agreement, PCAC, LGHL, FFG and certain existing shareholders of FFG entered into a Shareholder Support Deed (the “FFG Shareholder Support Deed”), pursuant to which such existing shareholders of FFG have agreed to, among other things, (i) vote all of their ordinary shares and preferred shares of FFG held of record or thereafter acquired in favor of the Business Combination Agreement and the transactions contemplated thereby, (ii) be bound by certain covenants and agreements in the Business Combination Agreement, including non-solicitation and (iii) be bound by certain transfer restrictions with respect to their shares of FFG, in each case on the terms and subject to the conditions set forth in the FFG Shareholder Support Deed, and pursuant to which Fosun Fashion Holdings (Cayman) Limited also agreed to, immediately prior to the consummation of the Second Merger, irrevocably forfeit and surrender certain ordinary shares of FFG to FFG for nil consideration. Certain existing shareholders of FFG subsequently acceded to the deed. On October 28, 2022, PCAC, LGHL, FFG and Fosun Fashion Holdings (Cayman) Limited entered into a letter agreement, pursuant to which Fosun Fashion Holdings (Cayman) Limited shall not be obliged to surrender any ordinary shares of FFG, notwithstanding the terms of the FFG Shareholder Support Deed.

Lock-up Agreement

In connection with the execution of the Business Combination Agreement, LGHL, PCAC, certain existing shareholders of FFG, the Sponsor and the Other Class B Shareholders entered into the Lock-up Agreements. For additional information, see “Summary of the Material Terms of the Business Combination—Ancillary Agreements—Lock-up Agreements”.

Investor Rights Agreement

Concurrently with the execution of the Business Combination Agreement, LGHL, the Sponsor, PCAC, FFG and certain existing shareholders of FFG entered into the Investor Rights Agreement, pursuant to which, among other things, (i) LGHL agreed to register for resale, pursuant to Rule 415 under the Securities Act, within a certain time period after the Closing Date, certain LGHL ordinary shares and other equity securities of LGHL held by certain parties from time to time, (ii) the Sponsor and such existing shareholders of FFG will be granted certain registration rights with respect to their respective LGHL ordinary shares, in each case, on the terms and subject to the conditions set forth in the Investor Rights Agreement, and (iii) LGHL agreed that its board of directors shall initially consist of seven (7) directors, with the Sponsor having the right to appoint and remove one (1) individual to serve as a director and the remaining directors nominated by the nominating committee of the board of directors of LGHL in consultation with the Sponsor and in accordance with such nominating committee’s policies and procedures. Certain existing shareholders of FFG subsequently acceded to the agreement.

Warrant Assignment, Assumption and Amendment Agreement

Concurrently with the execution of the Business Combination Agreement, LGHL, PCAC and Continental Stock Transfer & Trust Company entered into an amendment and restatement (the “Assignment, Assumption and

13

Amendment Agreement”) of that certain Warrant Agreement, dated January 21, 2021, by and between PCAC and Continental Stock Transfer & Trust Company (the “Existing Warrant Agreement”), pursuant to which, among other things, effective as of the Initial Merger Effective Time, PCAC will assign all of its right, title and interest in the Existing Warrant Agreement to LGHL.

PCAC Board of Directors’ Reasons for the Approval of the Business Combination

In evaluating the transaction with Lanvin Group, the PCAC Board consulted with its management, legal counsel as well as financial and other advisors, the board assessed the financial statements and internal projections of Lanvin Group as part of the evaluation process and considered and evaluated a number of other factors. In particular, the PCAC Board considered the following positive factors, although not weighted or in any order of significance, in deciding to approve the Business Combination Proposal:

Global Luxury Platform. Lanvin Group has adopted a balanced global growth strategy, with market specific focuses on Asia and North America, the two largest markets of luxury goods consumption in the world. Lanvin Group has a strong foundation in Europe, with nearly half of the Group’s revenue currently derived from EMEA in 2021. In addition, the Group is placing a strategic emphasis on realizing the brands’ untapped potential in both Asia and North America. Lanvin Group is the first and the only global luxury platform headquartered in China, the main growth driver of the highly attractive and resilient global luxury market.

Diverse Heritage Brands. Lanvin Group is engaged in producing luxury, high quality products in order to attract and retain high-end customers building a deep, loyal customer base. Lanvin Group owns a diverse portfolio of five iconic luxury heritage brands, empowered by strategic alliances with various strategic partners.

Proven Track Record. Lanvin Group has proven market outperforming track record in terms of growth with significant future runway through organic growth and acquisitions.

Unique Management Structure. Lanvin Group has a seasoned management team structured by a unique “Dual-Engine” model in China and globally, with in-house design studio complemented by creative talent platforms in both Europe and China to meet rising market demands.

Strong Growth Prospects. Lanvin Group operates in the personal luxury goods industry, which the PCAC Board believes is an attractive industry with strong growth prospects, in particular, given the shift in consumer preferences in recent years induced by the COVID-19 pandemic and other macroeconomic factors. Following a review of industry trends, the way Lanvin Group’s competitive position and business strategy are evolving and other factors, the PCAC Board believes Lanvin Group is well-positioned to further capitalize on these trends.

Satisfactory Due Diligence. The PCAC Board reviewed and discussed in detail the results of the due diligence examination of Lanvin Group conducted by PCAC’s management team and advisors, including virtual meetings with the management team and advisors of Lanvin Group regarding Lanvin Group’s business, operations, prospects and forecasts, valuation analyses with respect to the Business Combination, review of material contracts (including Lanvin Group’s strategic alliances) and other material matters, as well general financial, technical, legal, regulatory and accounting due diligence, and is satisfied with such results.

Strong Financial Condition. The PCAC Board reviewed factors such as Lanvin Group’s historical financial results, outlook and business and financial plans, as well as the financial profiles of publicly traded companies in the personal luxury goods industry. In reviewing these factors, the PCAC Board believed that Lanvin Group was well-positioned in its industry for potential strong future growth and therefore was likely to be positively viewed by public investors.

Reasonableness of Consideration. Following a review of the financial data provided to PCAC and the due diligence of Lanvin Group’s business conducted by PCAC’s management, Simpson, local counsel in certain

14

applicable jurisdictions and KPMG and taking into account the valuation of the business in previous private funding rounds and the trading multiples of the publicly-listed comparable companies, the PCAC Board determined that the aggregate consideration to be paid in the Business Combination was reasonable.

Commitment to Sustainability. Lanvin Group is committed to operating its businesses in the best interests of the environment and working together with its employees, suppliers and customers to ensure long-term sustainable growth. It aims to develop its business in step with sustainable policies on environmental and social issues, and is committed to a process of continual improvement on these important matters as a key driver of future growth.

Post-Closing Economic Interest in Lanvin Group. If the Business Combination is consummated, PCAC shareholders (other than PCAC shareholders that sought redemption of their PCAC Class A Ordinary Shares) would have a meaningful economic interest in Lanvin Group and as a result would have a continuing opportunity to benefit from the success of Lanvin Group following the consummation of the Business Combination.

Continued Significant Ownership by Lanvin Group. The PCAC Board considered that FFG’s existing shareholders would be receiving a significant amount of LGHL Ordinary Shares in the proposed Business Combination and that Lanvin Group’s principal shareholders are “rolling over” their existing equity interests of Lanvin Group into equity interests in LGHL and are also agreeing to be subject to a “lock-up” in certain cases. FFG’s existing shareholders are expected to hold approximately 55% of the pro forma ownership of the Surviving Company after Closing (based on valuation at the time), assuming (i) none of the public shareholders exercise their redemption rights in connection with the Business Combination and (ii) that no Lanvin Group shareholder exercises its dissenters’ rights. If the actual facts are different from these assumptions, the percentage ownership retained by Lanvin Group’s existing shareholders in the Surviving Company will be different.

Involvement of PIPE Investors. The agreement of the PIPE Investors to invest $145 million in LGHL at the Closing at $10.00 per share.

Support of FFG Shareholders. The fact that a majority of FFG’s existing shareholders have delivered a FFG Shareholder Support Deed, demonstrating the Lanvin Group existing shareholders’ support of the Business Combination.

Post-Business Combination Corporate Governance. The fact that the Sponsor will have certain post-closing corporate governance rights in LGHL, including the right to appoint a director to LGHL’s board of directors (subject to the Sponsor holding 50% of the LGHL Ordinary Shares held by it on the listing date of the Shares on the NYSE), as further described in “Management of LGHL Following the Business Combination — Terms of Directors and Executive Officers”.

Potential Non-redemption Incentives. The Sponsor and Fosun Fashion Holdings (Cayman) Limited, our controlling shareholder, may offer non-redemption incentives to certain selected holders of PCAC Class A Ordinary Shares who are willing to commit to not redeem their shares in connection with the Business Combination.

Negotiated Transaction. The financial and other terms of the Business Combination Agreement and the fact that such terms and conditions were the product of arm’s length negotiations between PCAC and Lanvin Group.

The PCAC Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination, including, but not limited to, the following:

Macroeconomic Risks. The risk that the future financial performance of Lanvin Group may not meet the PCAC Board’s expectations due to macroeconomic factors or other factors affecting the industry conditions out of its control.

15

Redemption Risk. The potential that a significant number of PCAC’s shareholders elect to redeem their shares prior to the consummation of the Business Combination and pursuant to the PCAC amended and restated memorandum and articles of association.

Execution Risk. The potential risks and costs to PCAC if the Business Combination is not completed.

Exclusivity. The fact that the Business Combination Agreement includes an exclusivity provision that prohibits PCAC from soliciting other business combination proposals, as further discussed in “Summary of the Material Terms of the Business Combination—Covenants of the Parties—Covenants of PCAC”.

No Third-Party Valuation. The risk that PCAC did not obtain a third-party valuation or fairness opinion in connection with the Business Combination.

Shareholder Vote. The fact that PCAC’s shareholders may fail to provide the votes necessary to approve and effect the Business Combination.

Closing Conditions. The completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within PCAC’s control.

Listing Risks. The challenges associated with preparing Lanvin Group, a privately held entity, for the applicable disclosure, controls and listing requirements to which LGHL will be subject as a publicly traded company on the NYSE.

Litigation. The possibility that litigation challenging the Business Combination could delay or prevent consummation of the Business Combination.

Transaction Fees and Expenses. The substantial transaction fees and expenses associated with the Business Combination, some of which would be payable regardless of whether the Business Combination is ultimately consummated.

PCAC Shareholders Receiving a Minority Position in LGHL. The fact that current PCAC shareholders will hold a minority interest in LGHL, which will limit or preclude the ability of PCAC’s current shareholders to influence corporate matters, including any future potential change in control or other material transaction, but the PCAC Board determined that such facts were outweighed by the long-term benefits that LGHL would provide to PCAC’s shareholders and future shareholders of LGHL after Closing.

Other Risks. Various other risks associated with the Business Combination, the business of PCAC and the business of Lanvin Group described under the section entitled “Risk Factors”.

In addition to considering the factors described above, the PCAC Board also considered that certain PCAC’s directors and executive officers may have interests in the Business Combination as individuals that are in addition to, and that may be different from, the interests of PCAC’s shareholders (see “The Business Combination Proposal — Interests of PCAC Directors and Officers in the Business Combination” below). PCAC’s independent directors reviewed and considered these interests during the negotiation of the Business Combination and in evaluating and approving, as members of the PCAC Board, the Business Combination Agreement and the Business Combination.

The PCAC Board concluded that the potential benefits that it expected PCAC and its shareholders to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination. Accordingly, the PCAC Board determined that the Business Combination Agreement and the Business Combination, were advisable, fair to, and in the best interests of, PCAC and its shareholders.

16

This explanation of the PCAC Board’s reasons for approval of the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Forward-Looking Statements”.

The General Meeting of PCAC Shareholders

The Business Combination Proposal

The approval of the Business Combination Proposal will require an ordinary resolution passed in accordance with Cayman Islands law, which requires the affirmative vote of a simple majority of the members of PCAC entitled to vote and voting in person or by proxy at the Special Meeting. In computing the required majority, as poll voting will be used, regard will be had to the number of votes to which each member is entitled by the PCAC Articles. The Business Combination will not be consummated if LGHL will have less than $5,000,001 of net tangible assets upon the Closing and after giving effect to any redemption of PCAC Ordinary Shares and the Private Placement, or if the Minimum Cash Condition is not satisfied or waived.

The Merger Proposal

The approval and authorization of the Initial Merger, the approval of the Plan of Merger, the authorization of the entry by PCAC of the Plan of Merger, the execution of the Plan of Merger by any director of PCAC, the adoption of the memorandum and articles of association of Lanvin Group Heritage I Limited (being the surviving company of the Initial Merger) as the memorandum and articles of association of the Surviving Company and the approval of all actions and any documents executed prior to or after the date of the Extraordinary General Meeting by the directors in connection with the Initial Merger, will each require a special resolution under Cayman Islands law, requiring the affirmative vote of a majority of at least two-thirds of the members entitled to vote and voting in person at the Extraordinary General Meeting or, by proxy at a the Extraordinary General Meeting. In computing the majority, as poll voting will be used, regard will be had to the number of votes to which each member is entitled by the PCAC Articles.

The Adjournment Proposal

If, based on the tabulated votes, there are not sufficient votes at the time of the Special Meeting to authorize PCAC to consummate the Business Combination (because the Business Combination Proposal is not approved, or because LGHL would have less than $5,000,001 of net tangible assets immediately upon the consummation of the Business Combination after taking into account the holders of the public shares that have properly elected to redeem their public shares, or the Minimum Cash Condition would not be satisfied or waived), PCAC’s board of directors may submit a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation of proxies. Please see the section entitled “The Adjournment Proposal”.

PCAC Initial Shareholders

As of the Record Date, the PCAC Initial Shareholders beneficially owned and were entitled to vote an aggregate of 11,350,000 shares that were issued prior to the IPO. The Sponsor also purchased an aggregate of 10,280,000 private warrants of PCAC simultaneously with the consummation of the IPO. The shares held by the PCAC Initial Shareholders and the sponsor currently constitute approximately 21% of the outstanding PCAC Ordinary Shares.

In connection with the initial public offering, each of the Sponsor and officers and directors of PCAC agreed to vote such initial shares, as well as any ordinary shares later acquired by them in the aftermarket, in favor of the Business Combination Proposal. The Sponsor and officers and directors of PCAC have also indicated that they intend to vote their shares in favor of all other proposals being presented at the Special Meeting. The Founder Shares have no redemption rights in the event a business combination is not effected in the required time period and the Founder Shares and the private warrants purchased by the Sponsor will be worthless if no business combination is effected by PCAC.

17

Date, Time and Place of Special Meeting

The Special Meeting will be held at 10:00 a.m., Eastern Time, on December 9, 2022, and conducted via live audio cast at https://www.cstproxy.com/pvspac/2022 to consider and vote upon the Business Combination Proposal, the Merger Proposal and/or, if necessary, the Adjournment Proposal to permit further solicitation and vote of proxies if, based upon the tabulated votes at the time of the Special Meeting, PCAC is not authorized to consummate the Business Combination.

The meeting may be attended virtually online via the Internet, and for purposes of PCAC’s amended and restated memorandum and articles of association, the physical location of the meeting is at the offices of Simpson Thacher & Bartlett LLP located at 425 Lexington Avenue, New York, New York 10017, United States of America. In light of public health concerns regarding COVID-19, virtual attendance is encouraged and attendees of the physical meeting are required to adhere to the then prevailing COVID-19 measures and regulations implemented by the venue provider and state and local authorities, including, but not limited to, with respect to vaccination, mask-wearing and testing. The venue currently requires attendees to provide proof of vaccination. If you plan on attending in person please email list-PCACSpecialMeeting@lists.stblaw.com at least one day prior to the Extraordinary General Meeting.

Voting Power; Record Date

Shareholders will be entitled to vote or direct votes to be cast at the Special Meeting if they owned PCAC Ordinary Shares at the close of business on November 8, 2022, which is the Record Date for the Special Meeting. Shareholders will have one vote for each ordinary share of PCAC owned at the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. PCAC Warrants do not have voting rights. On the Record Date, there were 53,750,000 PCAC Ordinary Shares outstanding, of which 11,350,000 were held by the PCAC Initial Shareholders.

Quorum and Vote of PCAC Shareholders

A quorum of PCAC shareholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the outstanding shares entitled to vote at the Special Meeting are represented in person or by proxy. Abstentions and broker non-votes will count as present for the purposes of establishing a quorum but will not count as a vote cast at the extraordinary general meeting. The PCAC Initial Shareholders hold approximately 21% of the outstanding PCAC Ordinary Shares. Such shares, as well as any ordinary shares acquired in the aftermarket by the PCAC Initial Shareholders, will be voted in favor of the proposals presented at the Special Meeting. The proposals presented at the Special Meeting will require the following votes:

18

Abstentions and broker non-votes will have no effect on a particular proposal.

Under the Business Combination Agreement, the approval of the Business Combination Proposal is a condition to the consummation of the Business Combination. In addition, if the Business Combination Proposal is not approved, the other proposals (other than the Adjournment Proposal) will not be presented to the PCAC shareholders for a vote.

Redemption Rights

Pursuant to the amended and restated memorandum and articles of association of PCAC, a holder of public shares may demand that PCAC redeem such shares for cash if the Business Combination is consummated. Holders of public shares will be entitled to receive cash for their shares only if they demand that PCAC redeem their shares no later than 5:00 p.m. Eastern Time on December 7, 2022 (two (2) business days prior to the vote at the Special Meeting) by (A) submitting their request in writing to Mark Zimkind (mzimkind@continentalstock.com) of Continental Stock Transfer & Trust Company and (B) delivering their shares to PCAC’s transfer agent physically or electronically using the Depository Trust Company’s DWAC System. If the Business Combination is not completed, these shares will not be redeemed for cash. In such case, PCAC will promptly return any shares delivered by public holders for redemption and such holders may only share in the assets of the Trust Account upon the liquidation of PCAC. This may result in holders receiving less than they would have received if the Business Combination was completed and they had exercised their redemption rights in connection therewith due to potential claims of creditors. If a holder of public shares properly demands redemption, PCAC will redeem each public share for a full pro rata portion of the Trust Account, calculated as of two business days prior to the anticipated consummation of the Business Combination. As of the Record Date, this would amount to approximately $10 per share. If a holder of public shares exercises its redemption rights, then it will be exchanging its PCAC Ordinary Shares for cash and will no longer own the shares. See the section entitled “Extraordinary General Meeting of PCAC Shareholders — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your shares for cash.

The Business Combination will not be consummated (i) if LGHL has net tangible assets of less than $5,000,001 after taking into account holders of public shares that have properly demanded redemption of their shares upon the consummation of the Business Combination or (ii) if the Minimum Cash Condition is not satisfied or waived.

Holders of PCAC Warrants will not have redemption rights with respect to such securities.

19

Appraisal Rights

PCAC shareholders (including the PCAC Initial Shareholders) and holders of other PCAC securities do not have appraisal rights in connection with the merger.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. PCAC has engaged Morrow Sodali LLC (“Morrow Sodali”) to assist in the solicitation of proxies.

If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Special Meeting. A shareholder may also change its vote by submitting a later-dated proxy as described in the section entitled “Extraordinary General Meeting of PCAC Shareholders — Revoking Your Proxy”.

Interests of PCAC Directors and Officers in the Business Combination

When you consider the recommendation of the PCAC board of directors in favor of approval of the Business Combination Proposal, you should keep in mind that the PCAC Initial Shareholders, including PCAC’s directors and executive officers and the Sponsor, have interests in such proposal that are different from, or in addition to, your interests as a shareholder or warrant holder of PCAC. The foregoing interests, and those set forth in more detail below, present a risk that the Sponsor and its affiliates will benefit from the completion of a business combination, including in a manner that may not be aligned with public shareholders; as such, the Sponsor may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to public shareholders rather than liquidate. These interests include, among other things:

20

21

At any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding PCAC or its securities, the PCAC Initial Shareholders, or FFG and/or their respective affiliates, may purchase shares from institutional and other investors who may vote, or indicate an intention to vote, against the Business Combination Proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire PCAC Ordinary Shares or vote their shares in favor of the Business Combination Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of approval of the Business Combination Proposal and other proposals, reduce redemptions and increase the likelihood of satisfaction of the Minimum Cash Condition, where it appears that such requirements for the consummation of the Business Combination would otherwise not be met. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or warrants owned by the PCAC Initial Shareholders for nominal value.

Entering into any such arrangements may have a depressive effect on the trading price of PCAC Ordinary Shares. For example, as a result of these arrangements, an investor or holder may have to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the Special Meeting.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the Business Combination Proposal and other proposals to be presented at the Special Meeting and would likely increase the chances that such proposals would be approved. Moreover, any such purchases may make it more likely that PCAC will have in excess of the required net tangible asset and cash amounts necessary for the consummation of the Business Combination as described above.

As of the date of this proxy statement/prospectus, there have been no such discussions and there are no agreements to such effect have been entered into with any such investor or holder. PCAC will file a Current

22

Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal or the satisfaction of any closing conditions. Any such report will include descriptions of any arrangements entered into or significant purchases made by any of the aforementioned persons.

For an additional discussion of the conflicts of interests of PCAC’s directors and officers, see “The Business Combination Proposal—Interests of PCAC Directors and Officers in the Business Combination—Conflicts of Interests.”

Recommendation to Shareholders

PCAC’s board of directors believes that the Business Combination Proposal and the other proposals to be presented at the Special Meeting are fair to and in the best interests of PCAC’s shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal and “FOR” the Adjournment Proposal, if presented.

Conditions to the Closing of the Business Combination

The obligations of the parties to the Business Combination Agreement to consummate the Business Combination are subject to various conditions, including the following mutual conditions of the parties, unless waived by the applicable party: (i) the approval of the Business Combination Agreement and the transactions contemplated thereby and related matters by the requisite vote of PCAC’s shareholders; (ii) the approval of the Business Combination Agreement and the transactions contemplated thereby and related matters by the requisite vote of FFG’s shareholders; (iii) the waiting period or periods (including any extension(s) thereof) applicable to the consummation of the transactions contemplated by the Business Combination Agreement under the HSR Act shall have terminated or expired; (iv) this proxy statement/prospectus shall have become effective under the Securities Act and no stop order suspending the effectiveness of this proxy statement/prospectus shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (v) (a) LGHL’s initial listing application with NYSE in connection with the Transactions shall have been approved and LGHL will, immediately following the Closing, satisfy any applicable initial and continuing listing requirements of NYSE, and LGHL shall not have received any notice of non-compliance therewith, and (b) the LGHL Ordinary Shares to be issued in connection with the Transactions shall have been approved for listing on NYSE, subject to official notice of issuance; (vi) no governmental authority shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) or governmental order that is then in effect and which has the effect of making the Transactions illegal or which otherwise prevents or prohibits consummation of the Transactions; and (vii) upon the Closing and after giving effect to any redemption of PCAC Ordinary Shares and the Private Placement, LGHL will have net tangible assets of at least US$5,000,001.

In addition, unless waived by FFG, the obligations of FFG, LGHL and Merger Subs to consummate the Business Combination are subject to the satisfaction of the following closing conditions: (i) the PCAC Fundamental Warranties shall be true and correct in all but de minimis respects as of the Closing Date, except with respect to such warranties which speak as to an earlier date, which warranties shall be true and correct in all but de minimis respects at and as of such date, except for changes after the date of the Business Combination Agreement which are contemplated or expressly permitted by the Business Combination Agreement , and (ii) each of the warranties of PCAC contained in the Business Combination Agreement other than the PCAC Fundamental Warranties (disregarding any qualifications and exceptions contained therein relating to materiality, material adverse effect or any similar qualification or exception) shall be true and correct as of the Closing Date, except with respect to such warranties which speak as to an earlier date, which warranties shall be true and correct in all material respects at and as of such date, in each case, inaccuracies or omissions that would not, individually or in the aggregate, reasonably be expected to have a PCAC Material Adverse Effect (as defined below); (ii) each of the covenants of PCAC to be performed as of or prior to the Closing shall have been

23

performed in all material respects; (iii) the sum of (a) the amount of cash and cash equivalents available in the Trust Account following the Special Meeting, after deducting the amounts required to satisfy the redemption of PCAC Ordinary Shares, plus (b) the aggregate amount of gross proceeds (before any later payment on any subsequent liquidity date, or any fees, expenses, prepayments, withholding, discount or any other deduction) of the Private Placement actually received or, by mutual agreement between the Company and SPAC, deemed to have been received by PubCo, SPAC or the Company prior to or substantially concurrently with the Closing (whether or not such proceeds are subject to restriction on use), plus (c) as of immediately prior to the Closing, the amount of cash and cash equivalents held by PCAC without restriction outside of the Trust Account and any interest earned on the amount of cash held inside the Trust Account (in each case of (a), (b) and (c), prior to payment of the accrued and unpaid transaction expenses) is at least US$350,000,000; and (iv) since September 30, 2021, there has not been any PCAC Material Adverse Effect.

In addition, unless waived by PCAC, the obligations of PCAC to consummate the Business Combination are subject to the satisfaction of the following closing conditions: (i) the Lanvin Group and LGHL Fundamental Warranties shall be true and correct in all but de minimis respects, in each case as of the Closing Date, except with respect to such warranties which speak as to an earlier date, which warranties shall be true and correct in all but de minimis respects at and as of such date, except for changes after the date of the Business Combination Agreement which are contemplated or expressly permitted by the Business Combination Agreement or the other Transaction Documents, and (ii) each of the warranties of Lanvin Group contained in the Business Combination Agreement other than the Lanvin Group and LGHL Fundamental Warranties (disregarding any qualifications and exceptions contained therein relating to materiality, material adverse effect and Lanvin Group Material Adverse Effect (as defined below) or any similar qualification or exception) shall be true and correct as of the Closing Date, except with respect to such warranties which speak as to an earlier date, which warranties shall be true and correct at and as of such date, except for, in each case, inaccuracies or omissions that would not, individually or in the aggregate, reasonably be expected to have a Lanvin Group Material Adverse Effect; (ii) each of the covenants of Lanvin Group, LGHL and the Merger Subs to be performed as of or prior to the Closing shall have been performed in all material respects; (iii) Lanvin Group shall have delivered to PCAC an undertaking in the form attached as Exhibit K to the Business Combination Agreement (or such other form acceptable to SPAC), dated as of the date of the Closing and duly executed by Fosun International and each of the other parties thereto; and (iv) since December 31, 2021, there has not been any Lanvin Group Material Adverse Effect.

Anticipated Accounting Treatment

The Business Combination will be accounted for as a reverse merger in accordance with IFRS 3, Business Combinations. Under this method of accounting, PCAC will be treated as the “acquired” company for financial reporting purposes.

This determination was primarily based on the following factors:

Regulatory Matters

The Business Combination Agreement and the transactions contemplated by the Business Combination Agreement are not subject to a closing condition relating to any additional federal, state or foreign regulatory

24

requirement or approval pursuant to relevant laws, rules and regulations currently in effect, except for the termination or expiration of the waiting period applicable to the consummation of the transactions contemplated by the Business Combination Agreement under the HSR Act and filings with the registrar of the Cayman Islands necessary to effectuate the transactions contemplated by the Business Combination Agreement.

Summary Risk Factors

In evaluating the proposals to be presented at the Special Meeting, a shareholder should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors”, a summary of which is set forth below. The occurrence of one or more of the events or circumstances described below, alone or in combination with other events or circumstances, may adversely affect PCAC’s ability to effect the Business Combination, and may have an adverse effect on the business, cash flows, financial condition and results of operations of PCAC prior to the Business Combination and that of LGHL subsequent to the Business Combination. Such risks include, but are not limited to:

Risk Relating to Lanvin Group’s Business and Operations

25

Risks Relating to PCAC and the Business Combination

26

Risks Relating to Redemptions and Certain Outstanding Securities of PCAC

Risks Relating to LGHL’s Business and Operations Following the Business Combination

Implication of the Holding Foreign Companies Accountable Act

The U.S. Holding Foreign Companies Accountable Act, or the HFCA Act, was enacted on December 18, 2020. Pursuant to the HFCA Act, if the SEC determines that independent audit reports on an issuer’s financial statements are issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years beginning in 2022, the SEC shall prohibit such issuer’s securities from being traded on a national securities exchange or in the over-the-counter trading market in the United States. As a

27

result, the relevant national securities exchange would initiate a delisting of such issuer’s securities. As stated in its report dated December 16, 2021, the PCAOB has determined that it is unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, which include Grant Thornton Zhitong Certified Public Accountants LLP, FFG’s current independent auditor. LGHL expects to be identified by the SEC pursuant to the HCFA Act as an issuer whose independent auditor is not subject to PCAOB’s inspection. On August 26, 2022, the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Finance of the People’s Republic of China (the “SOP Agreement”) governing inspections and investigations of audit firms based in China, which marks the first step towards providing access for the PCAOB to inspect and investigate registered public accounting firms in China. However, uncertainties exist with respect to the implementation of this framework and there is no assurance that the PCAOB will be able to execute, in a timely manner, its future inspections and investigations in a manner that satisfies the Statement of Protocol. LGHL may not be able to maintain its listing on the NYSE, and it may not be able to continue to offer its securities in the U.S. See “Risks Factors—Risks Relating to LGHL’s Business and Operations Following the Business Combination—LGHL’s Ordinary Shares may be delisted under the HFCA Act if PCAOB is unable to inspect LGHL’s independent auditor for three consecutive years beginning in 2022. The delisting of LGHL’s Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment.”

The U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) may also impose further trade and investment bans in respect of securities of certain blacklisted companies in China. Notwithstanding, to date, we are not aware of material risks of the trading ban being imposed on our securities.

PRC Permissions and Approvals

Lanvin Group conducts a portion (approximately 13.8% of revenues in 2021) of its operations in the Greater China region, and as of the date hereof, Lanvin Group has obtained all requisite permissions and approvals that are material to its operations in China. However, there can be no assurance that Lanvin Group will be able to maintain such permissions and approvals in the future. In addition, laws and regulations in China may change quickly with little advance notice, and the Chinese government may intervene or influence Lanvin Group’s operations in China at any time. As a result, Lanvin Group may be required to obtain additional permissions and approvals in the future. There can be no assurance that such permissions and approvals can be obtained in a timely manner, or at all, and Lanvin Group’s business, results of operations and financial condition could be materially and adversely affected.

Under the PRC laws, rules and regulations currently in effect, no prior permission or approval from PRC government authority is required for the transactions contemplated by the Business Combination Agreement, including but not limited to the proposed listing of LGHL’s securities on the NYSE. However, the Chinese government has recently indicated that it may exert more control over offerings conducted overseas and foreign investment in China-based issuers. In particular, on December 24, 2021, the China Securities Regulatory Commission (the “CSRC”) released the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments, the “Overseas Listing Provisions”) and the Administrative Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments, the “Overseas Listing Filing Measures”) for public consultation. We cannot rule out the possibility that relevant PRC governmental authorities may subsequently determine the transactions contemplated by the Business Combination Agreement should be subject to any approval, filing or other regulatory procedures, including pursuant to the Overseas Listing Provisions and Overseas Listing Filing Measures if and when they are finally adopted, and we cannot assure you that LGHL can obtain the required approval or accomplish the required filing or other regulatory procedures in a timely manner, or at all. See “Risk Factors—Risk Relating to Lanvin Group’s Business and Operations—We may be required to obtain prior approval or subject to filings or other requirements from the China Securities Regulatory Commission or other PRC regulatory authorities for the transactions contemplated by the Business Combination Agreement”.

28

We are an offshore holding company conducting our operations in PRC through our PRC subsidiaries. We may make loans to our PRC subsidiaries subject to the approval from or registration with the governmental authorities and other limitations in the future. These include foreign exchange loan registrations and maximum statutory limit of the loan amount (which is either the difference between the registered capital and the total investment amount of the concerned company or the upper limit calculated based on the formula prescribed in the prevailing regulations). There can be no assurance that such permissions and approvals can be obtained in a timely manner, or at all, and Lanvin Group’s business, results of operations and financial condition could be materially and adversely affected. Under the PRC laws, rules and regulations currently in effect, no prior permission or approval from PRC government authority is required for the transactions contemplated by the Business Combination Agreement, including but not limited to the proposed listing of LGHL’s securities on the NYSE.

Permissions and Approvals on Transfer and Repatriation of Cash within Lanvin Group

Lanvin Group transfers cash to the subsidiaries through capital injection and shareholder loans.

Subject to the cash needs of the subsidiaries, shareholders’ loans as granted may be capitalized (as equity) or repaid. For instance, in 2020, Wolford repaid EUR10,000,000 in shareholder loans to Lanvin Group.

Cash in the subsidiaries may also be repatriated to Lanvin Group via dividend distribution. Nevertheless, no cash repatriation by way of distribution / dividends has been made to date at the Lanvin Group level.

Lanvin Group’s principal subsidiaries, being Lanvin Group’s portfolio brands, are based mainly in the U.S. (Delaware) and Europe including Italy, France and Austria. Lanvin Group is subject to certain restrictions or limitations regarding distribution of earnings from the portfolio brands to Lanvin Group, which may in turn limit the cash available to make distributions to its shareholders. For our operating subsidiaries that are Delaware corporations, to which the Delaware General Corporation Law (DGCL) applies, the power and authority to declare dividends/distributions resides with the board of directors of the corporation. Further, the DGCL permits distributions out of either a surplus or net profits (subject to certain limitations). Specific provisions under credit agreements or the relevant subsidiary’s bylaws may impose specific restrictions or approval requirements regarding dividend payment (including a contingent obligation or otherwise). For example, no distribution may be made by Lanvin Group’s Italian subsidiaries unless a reserve fund accumulated from Lanvin Group’s net profits reaches at least 20% of the relevant subsidiary’s share capital. Lanvin Group’s subsidiaries in Italy also face other general restrictions to the shareholders’ right to an earnings distribution. In Austria, Lanvin Group’s subsidiaries cannot issue a dividend unless the validly adopted financial statements for a financial year show a balance sheet profit, which represents the maximum amount of capital available for the distribution of profits. Loans by Lanvin Group to its subsidiary in Austria are considered equity substitution if Lanvin Group is in a crisis, and shall only be repaid if Lanvin Group is fully restructured.

For Lanvin Group’s portfolio brands, the cash needs of the brands’ subsidiaries are provided as necessary in the form of shareholder loans or capital injection from Lanvin Group or the relevant parent brand entity. Payments from local subsidiaries to their parent brands are typically for purchase of inventories from the parent brand, and generally do not face any foreign exchange or capital control limitations. However, dividends and loan repayments may face similar restrictions as mentioned above for Lanvin Group’s subsidiaries in respect of Lanvin Group.

Dividends repatriated or paid from Lanvin Group’s Chinese subsidiaries must be made from retained earnings as per such subsidiary’s financial statements prepared in accordance with Chinese accounting rules. Additionally, each of Lanvin Group’s Chinese subsidiaries must set aside a statutory reserve fund of at least 50% of its registered capital before it may pay dividends, and a 10% withholding tax or other reduced rate withholding tax under the China-Hong Kong treaty may be applied to the dividends repatriated from our Chinese subsidiaries. Also, approval from or registration with appropriate Chinese government authorities is required where RMB is to

29

be converted into foreign currency and remitted outside of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. However, Lanvin Group does not expect Chinese subsidiaries to declare any dividends or pay capital expenses to Lanvin Group’s portfolio brands in the near future.

Lanvin Group made capital injections of EUR 50.0 million in 2020 and EUR 50.0 million in 2021 into Lanvin through Arpège SAS, as well as EUR 0.8 million and EUR 7.9 million in Raffaele Caruso S.p.A. in 2020 and 2021, respectively. Caruso also received a shareholder loan of EUR 2.5 million from Lanvin Group in 2021. Wolford AG repaid a shareholder loan of EUR 11.1 million to Lanvin Group in 2020, and subsequently received a shareholder loan of EUR 10.0 million from Lanvin Group in 2021. In 2020 and 2021, Lanvin Group extended shareholder loans of US$42.0 million and US$35.8 million to St. John Knits. After Lanvin Group acquired Sergio Rossi in 2021, Sergio Rossi S.p.A received a capital injection of EUR 5.0 million. Lanvin Group has also made capital injections and intercompany loans totaling US$4.2 million and RMB 1.1 million to its Chinese subsidiaries in 2020 and 2021, respectively.

Other than the loan repayment of EUR 11.1 million by Wolford AG to Lanvin Group in 2020, none of Lanvin Group’s direct subsidiaries made any dividends, distributions, or repayments to Lanvin Group. Lanvin Group has also not made any transfers, dividends, or distributions to its shareholders to date.

30

SUMMARY OF THE MATERIAL TERMS OF THE BUSINESS COMBINATION

This section of the proxy statement/prospectus describes the material provisions of the Business Combination Agreement, but does not purport to describe all of the terms of the Business Combination Agreement. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement, which is attached as Annex A hereto. You are urged to read carefully the Business Combination Agreement in its entirety because it is the primary legal document that governs the Business Combination. The legal rights and obligations of the parties to the Business Combination Agreement are governed by the specific language of the Business Combination Agreement, and not this summary.

The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Business Combination Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. The representations, warranties and covenants in the Business Combination Agreement are also modified in important part by the underlying disclosure schedules, which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to shareholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. PCAC and Lanvin Group do not believe that such disclosure schedules contain information that is material to an investment decision. Moreover, certain representations and warranties in the Business Combination Agreement may not have been or may not be, as applicable, accurate as of any specific date and do not purport to be accurate as of the date of this proxy statement/prospectus. Accordingly, no person should rely on the representations and warranties in the Business Combination Agreement or the summaries thereof in this proxy statement/prospectus as characterizations of the actual state of facts about PCAC or Lanvin Group or any other matter.

General Description of the Business Combination Agreement

General

On March 23, 2022, PCAC, FFG, LGHL, Merger Sub 1 and Merger Sub 2 entered into the Business Combination Agreement, which was subsequently amended on October 17, 2022 and October 20, 2022 (as may be further amended, restated, modified or varied from time to time, the “Business Combination Agreement”). The Business Combination Agreement provides for, among other things, the following transactions:

31

32

Effect of the Transactions on Existing PCAC Securities in the Business Combination

Subject to the terms and conditions of the Business Combination Agreement, the Business Combination will result in, among other things, the following:

Material Adverse Effect

Under the Business Combination Agreement, certain representations and warranties of Lanvin Group, LGHL and the Merger Subs are qualified in whole or in part by materiality thresholds. In addition, certain representations and warranties of Lanvin Group, LGHL and the Merger Subs are qualified in whole or in part by a material adverse effect standard for purposes of determining whether a breach of such representations and warranties has occurred. Pursuant to the Business Combination Agreement, a “Lanvin Group Material Adverse Effect” means any event that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on (i) the business, assets and liabilities, results of operations or financial condition of Lanvin Group and its direct and indirect subsidiaries, taken as a whole or (ii) the ability of Lanvin Group, any of its direct and indirect subsidiaries, LGHL or any of the Merger Subs to consummate the Transactions; provided, however, that in no event would any of the following, individually or in the aggregate, be deemed to constitute, or be taken into account in determining whether there has been or will be, a “Lanvin Group Material Adverse Effect”: (a) any change in applicable laws or IFRS or any interpretation thereof following the date of the Business Combination Agreement, (b) any change in interest rates or economic, political, business or financial market conditions generally, (c) any action taken as expressly required by the terms of the Business Combination Agreement or any other Transaction Documents or at the written request or with the written consent of PCAC, (d) any natural disaster (including hurricanes, storms, tornados, flooding, earthquakes, volcanic eruptions or similar occurrences), epidemic or pandemic (including any action taken or refrained from being taken in response to COVID-19 or any COVID-19 measures or any change in such COVID-19 Measures or interpretations following the date of the Business Combination Agreement), acts of nature or change in climate, (e) any acts of terrorism or war, the outbreak or escalation of hostilities, geopolitical conditions, local, national or international political conditions, riots or insurrections, (f) any failure in and of itself of Lanvin Group or any of its direct and indirect subsidiaries to meet any projections or forecasts; provided further that the exception in this clause (f) shall not prevent or otherwise affect a determination that any change, effect or development underlying such change has resulted in or contributed to a Lanvin Group Material Adverse Effect, (g) any events generally applicable to the industries or markets in which Lanvin Group or any of its direct and indirect subsidiaries operates, or (h) any worsening of the events referred to in clauses (b), (d), (e) or (g) to the extent existing as of the date of the Business Combination Agreement; provided, however, that in the case of each of clauses (b), (d), (e), (g) and (h), any such event to the extent it disproportionately affects Lanvin Group and its direct and indirect subsidiaries, taken as a whole, relative to other participants in the industries and geographies in which Lanvin Group and its direct and indirect subsidiaries operate shall not be excluded from the determination of whether there is a Lanvin Group Material Adverse Effect, provided, further, any event that results in a material breach of the warranties set forth in Section 3.13(d) (disregarding, for such purpose, all materiality qualifiers therein and all disclosures made or deemed to have been made against such warranties) shall be deemed a Lanvin Group Material Adverse Effect.

33

Under the Business Combination Agreement, certain representations and warranties of PCAC are qualified in whole or in part by a material adverse effect standard for purposes of determining whether a breach of such representations and warranties has occurred. Pursuant to the Business Combination Agreement, a “PCAC Material Adverse Effect” means any event that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on (i) the business, assets and liabilities, results of operations or financial condition of PCAC or (ii) the ability of PCAC to consummate the Transactions; provided, however, that in no event would any of the following, individually or in the aggregate, be deemed to constitute, or be taken into account in determining whether there has been or will be, a “PCAC Material Adverse Effect”: (a) any change in applicable laws or U.S. GAAP or any interpretation thereof following the date of the Business Combination Agreement, (b) any change in interest rates or economic, political, business or financial market conditions generally, (c) any action taken as expressly required by the terms of the Business Combination Agreement or any other Transaction Documents or at the written request or with the written consent of Lanvin Group or LGHL, (d) any natural disaster (including hurricanes, storms, tornados, flooding, earthquakes, volcanic eruptions or similar occurrences), epidemic or pandemic (including any action taken or refrained from being taken in response to COVID-19 or any COVID-19 measures or any change in such COVID-19 Measures or interpretations following the date of the Business Combination Agreement), acts of nature or change in climate, (e) any acts of terrorism or war, the outbreak or escalation of hostilities, geopolitical conditions, local, national or international political conditions, riots or insurrections, (f) any change in the trading price or volume of the PCAC Units, PCAC Ordinary Shares or PCAC Warrants (provided that the underlying causes of such changes referred to in this clause (f) may be considered in determining whether there is a PCAC Material Adverse Effect except to the extent such cause is within the scope of any other exception within this definition), or (g) any worsening of the events referred to in clauses (b), (d) or (e) to the extent existing as of the date of the Business Combination Agreement; provided, however, that in the case of each of clauses (a), (b), (d), (e) and (g), any such event to the extent it disproportionately affects PCAC relative to other special purpose acquisition companies shall not be excluded from the determination of whether there is a PCAC Material Adverse Effect. Notwithstanding the foregoing, the amount of the redemption of PCAC Ordinary Shares, the failure to consummate a portion of the Private Placement or the failure to obtain PCAC Shareholders Approval shall not be deemed to be a PCAC Material Adverse Effect.

Closing of the Business Combination

The Closing shall take place remotely by exchange of electronic documents and signatures on the date which is three (3) Business Days after the first date on which all conditions described below under the section entitled “— Conditions to Closing of the Business Combination” have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof), or at such other time and place or in such other manner as shall be agreed upon by PCAC and Lanvin Group in writing.

Conditions to Closing of the Business Combination

Conditions to Each Party’s Obligations

The respective obligations of each party to the Business Combination Agreement to consummate the Transactions, are subject to the satisfaction, or written waiver by all of the parties thereto, at or prior to the Closing of the following conditions:

34

Other Conditions to PCAC’s Obligations

The obligations of PCAC to consummate the Transactions, are subject to the satisfaction, or written waiver by PCAC, at or prior to the Closing of the following conditions:

Other Conditions to Lanvin Group, LGHL and the Merger Subs’ Obligations

The respective obligations of Lanvin Group, LGHL and the Merger Subs to consummate the Transactions, are subject to the satisfaction, or written waiver by Lanvin Group, at or prior to the Closing of the following conditions:

35

Representations and Warranties

Under the Business Combination Agreement, Lanvin Group made customary representations and warranties to PCAC relating to, among other things: organization, good standing and qualification; capitalization and voting rights; authorization; consents; absence of conflicts; compliance with laws; permits; tax matters; financial statements; absence of changes; actions; liabilities; material contracts; title; properties; intellectual property; labor and employment matters; effect of investment; brokers; this proxy statement/prospectus; insolvency; environmental matters; insurance; related party transactions and absence of outside reliance.

Under the Business Combination Agreement, PCAC made customary representations and warranties to Lanvin Group relating to, among other things: organization, good standing, corporate power and qualification; capitalization and voting rights; authorization; consents; absence of conflicts; tax matters; financial statements; investment company; related party transactions; absence of changes; actions; brokers; this proxy statement/prospectus; SEC filings; Trust Account; business activities; NYSE quotation; board approval and absence of outside reliance.

Under the Business Combination Agreement, LGHL and Merger Subs made customary representations and warranties to PCAC relating to, among other things: organization, good standing, corporate power and qualification; capitalization and voting rights; authorization; consents; absence of conflicts; absence of changes; actions; brokers; this proxy statement/prospectus; Investment Company Act of 1940; The Jumpstart Our Business Startups Act of 2012; business activities; PIPE investment; foreign private issuer and absence of outside reliance.

36

Covenants of the Parties

Covenants of Lanvin Group, LGHL and the Merger Subs

Lanvin Group, LGHL and the Merger Subs made certain covenants under the Business Combination Agreement, including, among other things, the following:

37

38

39

Covenants of PCAC

PCAC made certain covenants under the Business Combination Agreement, including, among other things, the following:

40

Mutual Covenants of the Parties

The parties made certain other covenants under the Business Combination Agreement, including, among other things, the following:

41

42

43

44

Non-Survival of Warranties and Covenants

Subject to certain exceptions, in the event of a termination of the Business Combination Agreement pursuant to the terms thereof, none of the warranties, covenants, obligations or other agreements in the Business Combination Agreement or in any certificate (including confirmations therein), statement or instrument delivered pursuant to the Business Combination Agreement, including any rights arising out of any breach of such warranties, covenants, obligations, agreements and other provisions, shall survive the Closing and shall terminate and expire upon the occurrence of the Closing (and there shall be no liability after the Closing in respect thereof), except for (i) those covenants and agreements contained in the Business Combination Agreement that by their terms expressly apply in whole or in part after the Closing, and then only with respect to any breaches occurring after the Closing and (ii) certain miscellaneous provisions of the Business Combination Agreement.

Termination

The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including, among others, as follows:

45

Expenses

Except as otherwise set forth in the Business Combination Agreement or otherwise agreed in writing between any of the parties, each party shall be responsible for and pay its own expenses incurred in connection with the Business Combination Agreement and the Transactions, including all fees of its legal counsel, financial advisers and accountants; provided that if the Closing shall occur, LGHL shall pay or cause to be paid the out-of-pocket fees and expenses payable by PCAC, the Sponsor, Lanvin Group, LGHL and the Merger Subs in connection with the negotiation, documentation and consummation of the Transactions and, in case of PCAC and the Sponsor, also with all prior potential business combination transactions that have been evaluated or pursued by or on behalf of PCAC.

Governing Law

The Business Combination Agreement, and any claim or cause of action hereunder based upon, arising out of or related to the Business Combination Agreement or the negotiation, execution, performance or enforcement

46

of the Business Combination Agreement, is 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; provided that the fiduciary duties of the board of directors of Lanvin Group and PCAC with respect to the relevant Merger(s) are in each case governed by the laws of the Cayman Islands.

Arbitration

The Business Combination Agreement contains a binding arbitration provision whereby the parties thereto agree to settle all disputes arising out of or in connection with the Business Combination Agreement under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules in Hong Kong. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English.

Amendments

On October 17, 2022, PCAC, FFG, LGHL, Merger Sub 1 and Merger Sub 2 entered into Amendment No. 1 to the Business Combination Agreement to (i) change the “Price per Company Share” from US$3.365773 to US$2.6926188 and (ii) provide that the Meritz Investment, will be deemed part of the “Private Placement” under the Business Combination Agreement and, accordingly, its proceeds will count towards satisfaction of the Minimum Cash Condition for closing the business combination.

On October 20, 2022, PCAC, FFG, LGHL, Merger Sub 1 and Merger Sub 2 entered into Amendment No. 2 to the Business Combination Agreement to (i) update the form of the amended and restated memorandum and articles of association of LGHL and make certain adjustments to the Second Merger, in each case in light of the Meritz Investment, and (ii) include an additional closing condition in favor of PCAC relating to the delivery of an undertaking by Fosun International.

On October 28, 2022, PCAC, FFG, LGHL, Merger Sub 1 and Merger Sub 2 entered into Amendment No. 3 to the Business Combination Agreement to remove the arrangements relating to the bonus pool of up to 3,600,000 LGHL Ordinary Shares for eligible holders of PCAC Class A Ordinary Shares who do not redeem their shares in connection with the Business Combination. The parties are in discussions to explore alternative non-redemption incentives for certain selected holders of PCAC Class A Ordinary Shares to commit to not redeem their shares in connection with the Business Combination. We expect that such alternative non-redemption incentives will take the form of secondary share transfers from the Sponsor and/or Fosun Fashion Holdings (Cayman) Limited, our controlling shareholder, to such selected holders in consideration of their entry into a customary non-redemption agreement (the “Non-Redemption Agreement”). The form of Non-Redemption Agreement is filed as Exhibit 10.27 to the registration statement on Form F-4, to which this proxy statement/prospectus relates and the foregoing description of the form of Non-Redemption Agreement is qualified in their entirety by reference thereto. No such Non-Redemption Agreement has been entered into as of the date of this proxy statement/prospectus, and there can be no assurance that any Non-Redemption Agreement will be entered into on any particular terms and conditions, or at all, prior to the closing of the Business Combination.

The Business Combination Agreement may be further amended or modified in whole or in part prior to the Initial Merger Effective Time only by a duly authorized agreement in writing executed by each of the parties; provided that after the Lanvin Group Shareholders Approval or the PCAC Shareholders Approval has been obtained, there shall be no amendment or waiver that, by law or the constitutional documents of Lanvin Group or PCAC, requires further approval by the shareholders of Lanvin Group or PCAC, respectively, without such approval having been obtained.

Ancillary Agreements

This section describes the material provisions of certain additional agreements that were entered into concurrently with, or will be entered into pursuant to (as applicable) the Business Combination Agreement,

47

which are referred to herein as the “Ancillary Agreements”, but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of each of the Ancillary Agreements.

Subscription Agreements (PIPE Investment)

Concurrently with the execution of the Business Combination Agreement, LGHL and PCAC entered into subscription agreements (the “Initial PIPE Subscription Agreements”, and together with the Additional PIPE Subscription Agreements, the “PIPE Subscription Agreements”) with certain investors including Fosun Fashion Holdings (Cayman) Limited, a majority shareholder of FFG. Pursuant to the Initial PIPE Subscription Agreements, certain investors (the “Initial PIPE Investors”) agreed to subscribe for, and LGHL agreed to issue to such Initial PIPE Investors certain LGHL Ordinary Shares for $10 per share, for an aggregate purchase price equal to $50 million (together with additional subscription by certain investors, if any, of certain LGHL Ordinary Shares pursuant to certain additional subscription agreements to be entered after the date of the Business Combination Agreement and prior to the date on which PCAC Shareholders Approval is obtained (the “Additional PIPE Subscription Agreements”), the “PIPE Investment”, and together with the Forward Purchase Subscriptions and the Meritz Investment, collectively, the “Private Placement”). Pursuant to the Initial PIPE Subscription Agreements, Fosun Fashion Holdings (Cayman) Limited agreed to subscribe for 3,800,000 LGHL Ordinary Shares for an aggregate purchase price of $38 million, of which amount $30 million has already been funded to FFG in advance of the closing of the Business Combination. Subsequently, on October 28, 2022, PCAC, LGHL, Fosun Fashion Holdings (Cayman) Limited, FFG and Fosun International Limited entered into the A&R Subscription Agreement, pursuant to which Fosun Fashion Holdings (Cayman) Limited has agreed to subscribe for a total of 13,327,225 LGHL Ordinary Shares at a price of $10 per share, upsizing its PIPE subscription investment by approximately $95 million, from $38 million to approximately $133 million. The additional approximately $95 million PIPE subscription commitment from Fosun Fashion Holdings (Cayman) Limited will be effected by way of re-investment of all of the repayment proceeds of certain existing shareholder loans that were borrowed by FFG from Fosun International Limited for working capital purposes. See also “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Lanvin Group—Liquidity and Capital Resources—Borrowings” in relation to the PIPE Investment by Fosun Fashion Holdings (Cayman) Limited. The closing of the PIPE Investment is contingent upon, among other things, the consummation of the First Merger and the Second Merger immediately preceding it. The LGHL Ordinary Shares to be issued pursuant to the PIPE Subscription Agreements have not been registered under the Securities Act and will be issued in reliance on the availability of an exemption from such registration.

The PIPE Subscription Agreements (and the A&R Subscription Agreement, unless expressly amended and restated therein) provide for certain customary registration rights. In particular, the PIPE Subscription Agreements provide that LGHL is required to use reasonable best efforts to file with the SEC a registration statement registering the resale of such shares and certain other securities referenced therein within thirty (30) days after the Closing. Additionally, LGHL is required to use its reasonable efforts to have the registration statement declared effective promptly after the filing thereof, but no later than sixty (60) days (or 120 days if the SEC notifies LGHL that it will review the registration statement) following the filing date thereof, and to maintain the effectiveness of such registration statement until the earlier of (i) the date on which the relevant PIPE Investor ceases to hold shares covered by such registration statement, and (ii) the date all of the PIPE Investors’ shares covered by the registration statement can be sold publicly without restriction or limitation under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Act.

The form of PIPE Subscription Agreement is filed as Exhibit 10.1 and the A&R Subscription Agreement is filed as Exhibit 10.24 to the registration statement on Form F-4, to which this proxy statement/prospectus relates and the foregoing description of the form of PIPE Subscription Agreement and the A&R Subscription Agreement are qualified in their entirety by reference thereto.

Warrant Assignment, Assumption and Amendment Agreement

Concurrently with the execution of the Business Combination Agreement, LGHL, PCAC and Continental Stock Transfer & Trust Company entered into an amendment and restatement (the “Assignment, Assumption and

48

Amendment Agreement”) of that certain Warrant Agreement, dated January 21, 2021, by and between PCAC and Continental Stock Transfer & Trust Company (the “Existing Warrant Agreement”), pursuant to which, among other things, effective as of the effective time of the Initial Merger, PCAC will assign all of its rights, title and interest in the Existing Warrant Agreement to LGHL.

The Assignment, Assumption and Amendment Agreement is filed as Exhibit 10.6 to the registration statement on Form F-4, to which this proxy statement/prospectus relates and the foregoing description of the Assignment, Assumption and Amendment Agreement is qualified in its entirety by reference thereto.

Investor Rights Agreement

Concurrently with the execution of the Business Combination Agreement, LGHL, the Sponsor, PCAC, FFG and certain existing shareholders of FFG entered into the Investor Rights Agreement (the “Investor Rights Agreement”), pursuant to which, among other things, (i) LGHL agreed to register for resale, pursuant to Rule 415 under the Securities Act, within certain period after the Closing Date, certain LGHL ordinary shares and other equity securities of LGHL held by certain parties from time to time, (ii) the Sponsor and such existing shareholders of FFG will be granted certain registration rights with respect to their respective LGHL ordinary shares, in each case, on the terms and subject to the conditions set forth in the Investor Rights Agreement, and (iii) LGHL agreed that its board of directors shall initially consist of seven (7) directors, with the Sponsor having the right to appoint and remove one (1) individual to serve as a director and the remaining directors nominated by the nominating committee of the board of directors of LGHL in consultation with the Sponsor and in accordance with the nominating committee’s policies and procedures. Certain existing shareholders of FFG subsequently acceded to the agreement.

The Investor Rights Agreement is filed as Exhibit 10.5 to the registration statement on Form F-4, to which this proxy statement/prospectus relates, and the foregoing description of the Investor Rights Agreement is qualified in its entirety by reference thereto.

Sponsor Support Deed

Concurrently with the execution of the Business Combination Agreement, PCAC, LGHL, the Sponsor, certain other holder of Class B ordinary shares of PCAC (the “Other Class B Shareholders”) and FFG entered into the Sponsor Support Deed (the “Sponsor Support Deed”), pursuant to which the Sponsor and such Other Class B Shareholders agreed to, among other things, (i) vote all of their ordinary shares and preferred shares of PCAC held of record or thereafter acquired in favor of the Business Combination Agreement and the transactions contemplated thereby, (ii) be bound by certain covenants and agreements in the Business Combination Agreement, including non-solicitation and (iii) be bound by certain transfer restrictions with respect to their shares of PCAC, in each case, on the terms and subject to the conditions set forth in the Sponsor Support Deed, and pursuant to which the Sponsor also agreed to, immediately prior to the consummation of the Initial Merger, irrevocably forfeit and surrender certain Class B ordinary shares of PCAC to PCAC for nil consideration. On October 28, 2022 and in connection with the execution of Amendment No. 3 to the Business Combination Agreement, parties to the Sponsor Support Deed entered into amendment No.1 to the Sponsor Support Deed (the “Amendment No.1 to Sponsor Support Deed”), pursuant to which the Sponsor shall no longer be required to surrender any Class B ordinary shares of PCAC.

The Sponsor Support Deed is filed as Exhibit 10.2 and Amendment No.1 to the Sponsor Support Deed is filed as Exhibit 10.25 to the registration statement on Form F-4, to which this proxy statement/prospectus relates, and the foregoing description of the Sponsor Support Deed and Amendment No.1 to the Sponsor Support Deed are qualified in their entirety by reference thereto.

FFG Shareholders Support Deed

Concurrently with the execution of the Business Combination Agreement, PCAC, LGHL, FFG and certain existing shareholders of FFG entered into a Shareholder Support Deed (the “FFG Shareholder Support Deed”),

49

pursuant to which such existing shareholders of FFG have agreed to, among other things, (i) vote all of their ordinary shares and preferred shares of FFG held of record or thereafter acquired in favor of the Business Combination Agreement and the transactions contemplated thereby, (ii) be bound by certain covenants and agreements in the Business Combination Agreement, including non-solicitation and (iii) be bound by certain transfer restrictions with respect to their shares of FFG, in each case on the terms and subject to the conditions set forth in the Lanvin Group Shareholder Support Deed, and pursuant to which Fosun Fashion Holdings (Cayman) Limited also agreed to, immediately prior to the consummation of the Second Merger, irrevocably forfeit and surrender certain ordinary shares of FFG to FFG for nil consideration. Certain existing shareholders of FFG subsequently acceded to the agreement. On October 28, 2022 and in connection with the execution of Amendment No. 3 to the Business Combination Agreement, PCAC, LGHL, FFG and Fosun Fashion Holdings (Cayman) Limited entered into a letter agreement (the “Letter Agreement”), pursuant to which Fosun Fashion Holdings (Cayman) Limited shall not be obliged to surrender any ordinary shares of FFG, notwithstanding the terms of the FFG Shareholder Support Deed.

The FFG Shareholder Support Deed is filed as Exhibit 10.3 and the Letter Agreement is filed as Exhibit 10.26 to the registration statement on Form F-4, to which this proxy statement/prospectus relates, and the foregoing description of the FFG Shareholder Support Deed and the Letter Agreement are qualified in their entirety by reference thereto.

Lock-up Agreements

Concurrently with the execution of the Business Combination Agreement, LGHL, PCAC, certain existing shareholders of FFG, the Sponsor and the Other Class B Shareholders entered into a Lock-Up Agreement (the “Lock-Up Agreement”), pursuant to which (i) Sponsor, the Other Class B Shareholders, Fosun and its affiliates, and their respective permitted transferees agreed not to sell, transfer or otherwise dispose of any Lock-Up Securities (as defined below) owned by them from the Closing until the earliest of (x) the date that is 12 months after the Closing Date; (y) the date on which LGHL completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of LGHL’s shareholders having the right to exchange their LGHL ordinary shares for cash, securities or other property (a “Liquidation Event Date”) and (z) if the last reported sale price of LGHL ordinary shares equals or exceeds US$12.00 per share (as adjusted for share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing, and (ii) such existing shareholders of FFG and their respective permitted transferees (other than Fosun, its affiliates and permitted transferees) agreed not to sell, transfer or otherwise dispose of any Lock-Up Securities (as defined below) owned by them from the Closing until the earlier of (x) the date that is 180 days after the Closing Date and (y) the Liquidation Event Date.

The “Lock-Up Securities” (i) with respect to any of the Sponsor, the Other Class B Shareholders and their respective permitted transferees, are LGHL ordinary shares and the LGHL warrants (or LGHL ordinary shares issued or issuable upon the conversion or exercise of the LGHL warrants) held by such person immediately following the Closing (other than LGHL ordinary shares acquired pursuant to the Private Placement or in the public market), and (ii) with respect to any of the existing shareholders of Lanvin Group and their respective permitted transferees, are (A) LGHL ordinary shares held by such person immediately following the Closing (other than LGHL ordinary shares acquired pursuant to the Private Placement or in the public market) and (B) LGHL ordinary shares issued to directors and officers of LGHL upon settlement or exercise of restricted stock units, stock options or other equity awards outstanding as of immediately following the Closing.

The Lock-up Agreement dated as of March 23, 2022 is filed as Exhibit 10.4 to the registration statement on Form F-4, to which this proxy statement/prospectus relates, and the foregoing description of the Lock-up Agreement is qualified in its entirety by reference thereto.

Certain additional shareholders of FFG subsequently entered into a Lock-Up Agreement with PCAC and FFG, on terms that are substantially the same as those applicable to the minority shareholders of FFG party to the Lock-up Agreement dated as of March 23, 2022.

50

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

51

52

53

54

55

56

57

58

59

60

FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements. Forward-looking statements include all statements that are not historical statements of fact and statements regarding, but not limited to, the respective expectations, hopes, beliefs, intention or strategies of LGHL, Lanvin Group (FFG) or PCAC regarding the future. You can identify these statements by forward-looking words such as “may”, “expect”, “predict”, “potential”, “anticipate”, “contemplate”, “believe”, “estimate”, “intends”, “will”, “would” and “continue” or similar words. You should read statements that contain these words carefully because they:

LGHL, Lanvin Group (FFG) and PCAC believe it is important to communicate their expectations to their shareholders. However, there may be events in the future that they are not able to predict accurately or over which they have no control. The risk factors and cautionary language discussed in this proxy statement/prospectus provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by LGHL, Lanvin Group or PCAC in such forward-looking statements, including among other things:

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement/prospectus.

The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this proxy statement/prospectus. All forward-looking statements included herein attributable to any of PCAC, Lanvin Group or any person acting on either party’s behalf are expressly

61

qualified in their entirety by the cautionary statements contained or referred to in this section as well as any other cautionary statements contained herein. Except to the extent required by applicable laws and regulations, PCAC and Lanvin Group undertake no obligations to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

Before a shareholder grants its proxy or instructs how its vote should be cast or vote on the Business Combination Proposal, the Merger Proposal or the Adjournment Proposal, it should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect PCAC, LGHL and/or Lanvin Group. Therefore, you should read this proxy statement/prospectus completely and with the understanding that LGHL’s actual future results may be materially different from the expectations of PCAC, LGHL and/or Lanvin Group.

62

SELECTED HISTORICAL FINANCIAL INFORMATION

PCAC

The following selected historical financial information of PCAC set forth below should be read in conjunction with the section of this proxy statement/prospectus entitled “PCAC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and PCAC’s historical audited and unaudited financial statements and the related notes thereto included elsewhere in this proxy statement/prospectus.

The following financial information as of and for the year ended December 31, 2021 are derived from PCAC’s audited historical financial statements, which are included elsewhere in this proxy statement/prospectus. The following financial information as of June 30, 2022 and for the six month periods ended June 30, 2021 and 2022 are derived from PCAC’s unaudited historical financial statements, which are included elsewhere in this proxy statement/prospectus

The unaudited historical financial statements were prepared on a basis consistent with our audited historical financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair statement of the financial information. The results for any interim period are not necessarily indicative of the results that may be expected for the full year. In addition, the results of operations for any period are not necessarily indicative of the results to be expected for any future period.

63

LANVIN GROUP

The following tables present Lanvin Group’s selected consolidated financial and other data. The consolidated statements of profit or loss for the years ended December 31, 2021 and 2020 and consolidated statements of financial position as at December 31, 2021 and 2020, have been derived from Lanvin Group’s audited consolidated financial statements included elsewhere in this proxy statement/prospectus. The unaudited interim condensed consolidated statements of profit or loss for the six months ended June 30, 2022 and 2021 and the unaudited interim condensed consolidated statements of financial position as at June 30, 2022 and December 31, 2021, have been derived from Lanvin Group’s unaudited interim condensed consolidated financial statements included elsewhere in this proxy statement/prospectus.

The financial data set forth below should be read in conjunction with, and is qualified by reference to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Lanvin Group” and the consolidated financial statements and notes thereto included elsewhere in this proxy statement/prospectus. Lanvin Group’s consolidated financial statements are prepared and presented in accordance with IFRS. The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of Lanvin Group following the Business Combination.

CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE LOSS

64

65

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Unaudited)

66

67

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2022 AND 2021

(Unaudited)