| Item 7.01 | Regulation FD Disclosure. |
Primavera Capital Acquisition Corporation, a Cayman Islands exempted company (“PCAC”), recently received letters from Sky Venture Partners L.P. (“Sky Venture”), claiming that it has been relieved of its obligations under the Forward Purchase Agreement, dated as of January 4, 2021, between PCAC, Primavera Capital Acquisition LLC (the “Sponsor”) and Sky Venture (the “Sky Venture FPA”), pursuant to which Sky Venture committed to, among other things, purchase 4,000,000 Class A ordinary shares of PCAC and 1,000,000 warrants of PCAC (collectively, the “forward purchase units”) for an aggregate purchase price of US$40,000,000. In consideration of Sky Venture’s commitment to purchase the forward purchase units, the Sponsor transferred 500,000 Class B ordinary shares of PCAC to Sky Venture. Under the Sky Venture FPA, Sky Venture also agreed to vote all of the Class A ordinary shares and Class B ordinary shares held by it in favor of a business combination transaction proposed by PCAC. PCAC’s previously announced proposed business combination with Fosun Fashion Group (Cayman) Limited (“Lanvin Group”), is described in its proxy statement/prospectus dated November 4, 2022, which was filed with the Securities and Exchange Commission and mailed to PCAC shareholders. Sky Venture has now repudiated its obligations under the Sky Venture FPA, including the obligations to purchase the forward purchase units and vote all of the PCAC ordinary shares held by it in favor of the business combination transaction.
PCAC believes that Sky Venture’s claims are without merit and that Sky Venture remains bound by all of its obligations under the Sky Venture FPA. Should Sky Venture fail to honor its contractual commitments, PCAC intends to cause the forfeiture of the 500,000 Class B ordinary shares currently held by Sky Venture and vigorously enforce all of PCAC’s rights and pursue all available remedies against Sky Venture, including seeking specific performance of Sky Venture’s commitments pursuant to the Sky Venture FPA.
Forward-Looking Statements
This communication includes “forward-looking statements” within the meaning of the federal securities laws, and also contains certain financial forecasts and projections. All statements other than statements of historical fact contained in this communication, including, but not limited to, statements as to future results of operations and financial position, planned products and services, business strategy and plans, objectives of management for future operations of the Lanvin Group, market size and growth opportunities, competitive position, technological and market trends and the potential benefits and expectations related to the terms and timing of the proposed business combination with PCAC, are forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast” or other similar expressions. All forward-looking statements are based upon estimates and forecasts and reflect the views, assumptions, expectations, and opinions of the Lanvin Group and PCAC, which are all subject to change due to various factors. Any such estimates, assumptions, expectations, forecasts, views or opinions, whether or not identified in this communication, should be regarded as indicative, preliminary and for illustrative purposes only and should not be relied upon as being necessarily indicative of future results.
The forward-looking statements and financial forecasts and projections contained in this communication are subject to a number of factors, risks and uncertainties. Potential risks and uncertainties that could cause the actual results to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, changes in domestic and foreign business, market, financial, political and legal conditions; the timing and structure of the business combination with PCAC; changes to the proposed structure of the business combination with PCAC that may be required or appropriate as a result of applicable laws or regulations; the inability of the parties to successfully or timely consummate the business combination with PCAC and the other transactions in connection therewith, including as a result of the COVID-19 pandemic or the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the business combination with PCAC or that the approval of the shareholders of PCAC or the Lanvin Group is not obtained; the risk that the business combination with PCAC disrupts current plans and operations of PCAC or the Lanvin Group as a result of the announcement and consummation of the business combination with PCAC; the ability of the Lanvin Group to grow and manage growth profitably and retain its key employees including its chief executive officer and executive team; the inability to obtain or maintain the listing of the post-acquisition company’s securities on The New York Stock Exchange following the business combination with PCAC; failure to realize the anticipated benefits of the business combination with PCAC; risk relating to the uncertainty of the projected financial information with respect to the Lanvin Group; the amount of redemption requests made by PCAC’s shareholders and the amount of funds available in the PCAC trust account; general economic conditions and other factors affecting the Lanvin Group’s business; Lanvin Group’s ability to implement its business strategy; Lanvin Group’s ability to manage expenses; changes in applicable laws and governmental regulation and the impact of such changes on Lanvin Group’s business, Lanvin Group’s
