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PRIMAVERA CAPITAL ACQUISITION CORP. : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

Merchandise 7.01 Regulation FD Disclosure.

On November 3, 2022, Lanvin Group and Primavera Capital Acquisition Company
(“PCAC”) hosted an analyst day webcast in reference to their beforehand
introduced proposed enterprise mixture. On November 7, 2022, Lanvin Group and
PCAC posted the investor presentation and webcast replay associated to the
aforementioned analyst day on their respective investor web sites. The investor
presentation and transcript of the recorded webcast are furnished as Exhibit
99.1 and Exhibit 99.2 hereto, respectively, and integrated into this Merchandise 7.01
by reference.

The knowledge furnished beneath this Merchandise 7.01, together with Exhibit 99.1 and
Exhibit 99.2, shall not be deemed “filed” for functions of Part 18 of the
Securities Trade Act of 1934, as amended (the “Trade Act”), or in any other case
topic to the liabilities beneath that part and shall not be deemed to be
integrated by reference into any submitting beneath the Securities Act of 1933, as
amended (the “Securities Act”) or the Trade Act, besides as in any other case
expressly said by particular reference in any such submitting.

Ahead-Trying Statements

This communication consists of “forward-looking statements” inside the that means of
the federal securities legal guidelines, and likewise comprises sure monetary forecasts and
projections. All statements aside from statements of historic reality contained
on this communication, together with, however not restricted to, statements as to future
outcomes of operations and monetary place, deliberate services,
enterprise technique and plans, aims of administration for future operations of
the Lanvin Group, market measurement and development alternatives, aggressive place,
technological and market traits and the potential advantages and expectations
associated to the phrases and timing of the proposed enterprise mixture with PCAC,
are forward-looking statements. A few of these forward-looking statements may be
recognized by means of forward-looking phrases, together with “anticipate,”
“count on,” “suggests,” “plan,” “imagine,” “intend,” “estimates,” “targets,”
“tasks,” “ought to,” “may,” “would,” “might,” “will,” “forecast” or different
comparable expressions. All forward-looking statements are based mostly upon estimates and
forecasts and replicate the views, assumptions, expectations, and opinions of the
Lanvin Group and PCAC, that are all topic to alter because of numerous components.
Any such estimates, assumptions, expectations, forecasts, views or opinions,
whether or not or not recognized on this communication, must be considered
indicative, preliminary and for illustrative functions solely and shouldn’t be
relied upon as being essentially indicative of future outcomes.

The forward-looking statements and monetary forecasts and projections contained
on this communication are topic to plenty of components, dangers and
uncertainties. Potential dangers and uncertainties that might trigger the precise
outcomes to vary materially from these expressed or implied by forward-looking
statements embrace, however aren’t restricted to, adjustments in home and overseas
enterprise, market, monetary, political and authorized situations; the timing and
construction of the enterprise mixture with PCAC; adjustments to the proposed
construction of the enterprise mixture with PCAC that could be required or
applicable because of relevant legal guidelines or rules; the shortcoming of the
events to efficiently or well timed consummate the enterprise mixture with PCAC
and the opposite transactions in connection therewith, together with because of the
COVID-19 pandemic or the chance that any regulatory approvals aren’t obtained,
are delayed or are topic to unanticipated situations that might adversely
have an effect on the mixed firm or the anticipated advantages of the enterprise mixture
with PCAC or that the approval of the shareholders of PCAC or the Lanvin Group
is just not obtained; the chance that the enterprise mixture with PCAC disrupts
present plans and operations of PCAC or the Lanvin Group because of the
announcement and consummation of the enterprise mixture with PCAC; the power
of the Lanvin Group to develop and handle development profitably and retain its key
staff together with its chief govt officer and govt crew; the
incapability to acquire or keep the itemizing of the post-acquisition firm’s
securities on The New York Inventory Trade following the enterprise mixture
with PCAC; failure to understand the anticipated advantages of the enterprise
mixture with PCAC; danger regarding the uncertainty of the projected
monetary info with respect to the Lanvin Group; the quantity of redemption
requests made by PCAC’s shareholders and the quantity of funds obtainable within the
PCAC belief account; common financial situations and different components affecting the
Lanvin Group’s enterprise; Lanvin Group’s capability to implement its enterprise
technique; Lanvin Group’s capability to handle bills; adjustments in relevant legal guidelines
and governmental regulation and the impression of such adjustments on Lanvin Group’s
enterprise, Lanvin Group’s publicity to litigation claims and different loss
contingencies; the dangers related to damaging press or reputational hurt;
disruptions and different impacts to Lanvin Group’s enterprise, because of the
COVID-19 pandemic and authorities actions and restrictive measures carried out in
response; Lanvin Group’s capability to guard patents, emblems and different
mental property rights; any breaches of, or interruptions in, Lanvin
Group’s
expertise infrastructure; adjustments in tax legal guidelines and liabilities; and
adjustments in authorized, regulatory, political and financial dangers and the impression of
such adjustments on Lanvin Group’s enterprise. The foregoing checklist of things is just not
exhaustive. You need to rigorously contemplate the foregoing components and the opposite
dangers and uncertainties described within the “Threat Elements” part of LGHL’s
Registration Assertion on Type F-4, PCAC’s Annual Report on Type 10-Ok and different
paperwork filed by LGHL or PCAC on occasion with the SEC. These filings
establish and deal with different necessary dangers and uncertainties that might trigger
precise occasions and outcomes to vary materially from these contained within the
forward-looking statements. As well as, there could also be extra dangers that
neither PCAC nor Lanvin Group presently know, or that PCAC or Lanvin Group
at present imagine are immaterial, that might additionally trigger precise outcomes to vary
from these contained within the forward-looking statements. Ahead-looking
statements replicate PCAC’s and Lanvin Group’s expectations, plans, projections or
forecasts of future occasions and think about. If any of the dangers materialize or PCAC’s
or Lanvin Group’s assumptions show incorrect, precise outcomes may differ
materially from the outcomes implied by these forward-looking statements.

——————————————————————————–

Ahead-looking statements converse solely as of the date they’re made. PCAC and
Lanvin Group
anticipate that subsequent occasions and developments might trigger their
assessments to alter. Nonetheless, whereas LGHL, PCAC and Lanvin Group might elect to
replace these forward-looking statements sooner or later sooner or later, LGHL, PCAC
and Lanvin Group
particularly disclaim any obligation to take action, besides as
required by legislation. The inclusion of any assertion on this doc doesn’t
represent an admission by Lanvin Group nor PCAC or another individual that the
occasions or circumstances described in such assertion are materials. These
forward-looking statements shouldn’t be relied upon as representing PCAC’s or
Lanvin Group’s assessments as of any date subsequent to the date of this
doc. Accordingly, undue reliance shouldn’t be positioned upon the
forward-looking statements. As well as, the analyses of Lanvin Group and PCAC
contained herein aren’t, and don’t purport to be, value determinations of the
securities, property or enterprise of the Lanvin Group, PCAC or another entity.

Vital Extra Data

This communication pertains to a proposed enterprise mixture between Lanvin
Group
and PCAC. This doc doesn’t represent a suggestion to promote or change,
or the solicitation of a suggestion to purchase or change, any securities, nor shall
there be any sale of securities in any jurisdiction during which such provide, sale or
change could be illegal previous to registration or qualification beneath the
securities legal guidelines of any such jurisdiction. The proposed enterprise mixture with
PCAC will likely be submitted to shareholders of PCAC for his or her consideration.

LGHL has filed a Registration Assertion with the U.S. Securities and Trade
Fee
(the “SEC”) which features a preliminary proxy assertion in relation
to the vote by PCAC’s shareholders in reference to the proposed enterprise
mixture and different issues as described within the Registration Assertion, as
nicely as a preliminary prospectus with respect to LGHL’s securities to be issued
in reference to the proposed enterprise mixture. PCAC and LGHL additionally will
file different paperwork concerning the proposed enterprise mixture with the SEC.

The Registration Assertion has been declared efficient by the SEC and PCAC will
mail a definitive proxy assertion/prospectus and different related paperwork to its
shareholders as of the file date established for voting on the proposed
enterprise mixture. This communication is just not an alternative choice to the
Registration Assertion, the definitive proxy assertion/prospectus or another
doc that PCAC will ship to its shareholders in reference to the enterprise
mixture. PCAC’s shareholders and different individuals are suggested to
learn the definitive proxy assertion/prospectus, in reference to PCAC’s
solicitation of proxies for its particular assembly of shareholders to be held to
approve, amongst different issues, the proposed transactions, as a result of these paperwork
will include necessary details about PCAC, LGHL, Lanvin Group and the
proposed enterprise mixture with PCAC. Shareholders and traders may additionally
acquire a duplicate of the definitive proxy assertion/prospectus, in addition to different
paperwork filed with the SEC concerning the proposed transactions and different
paperwork filed with the SEC by PCAC, with out cost, on the SEC’s web site
situated at www.sec.gov or by directing a request to PCAC.

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

——————————————————————————–

Contributors within the Solicitation

PCAC, LGHL and Lanvin Group and sure of their respective administrators, govt
officers and different members of administration and staff might, beneath SEC guidelines, be
deemed to be contributors within the solicitations of proxies from PCAC’s
shareholders in reference to the proposed transactions. Data concerning
the individuals who might, beneath SEC guidelines, be deemed contributors within the solicitation
of PCAC’s shareholders in reference to the proposed transactions are set
forth in PCAC’s proxy assertion/prospectus, which is filed with the SEC.
Extra info concerning the contributors within the proxy solicitation and
an outline of their direct and oblique pursuits is included within the proxy
assertion/prospectus. Shareholders, potential traders and different
individuals ought to learn the definitive proxy assertion/prospectus rigorously earlier than
making any voting or funding selections. You could acquire free copies of those
paperwork from the sources indicated above.

No Supply or Solicitation

This communication is for informational functions solely and shall not represent
a suggestion to promote or the solicitation of a suggestion to purchase any securities pursuant
to the proposed transactions or in any other case, nor shall there be any sale of
securities in any jurisdiction during which the provide, solicitation or sale could be
illegal previous to the registration or qualification beneath the securities legal guidelines of
any such jurisdiction. No provide of securities shall be made besides via a
prospectus assembly the necessities of Part 10 of the Securities Act.

Merchandise 9.01. Monetary Statements and Reveals.



(d) Reveals

Exhibit
  No.                                       Description

99.1          Analyst Day Investor Presentation, dated November 3, 2022

99.2          Transcript of Analyst Day Webcast, dated as of November 3, 2022

104         Cowl Web page Interactive Knowledge File (embedded inside the Inline XBRL doc)

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