United States securities and exchange commission logo
August 5, 2022
Shang Koo
Chief Financial Officer
Lanvin Group Holdings Ltd
3701-02, Tower S2, Bund Finance Center
600 Zhongshan Rd East No.2
Shanghai, 200010, China
Re: Lanvin Group
Holdings Ltd
Registration
Statement on Form F-4
Filed on July 11,
2022
File No. 333-266095
Dear Mr. Koo:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Form F-4 filed July 11, 2022
General
1. With a view toward
disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties
with a non-U.S. person. Please also tell us whether anyone or any
entity associated with
or otherwise involved in the transaction, is, is controlled by, or has
substantial ties with a
non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact
could impact your ability to complete your initial business
combination. For
instance, discuss the risk to investors that you may not be able to
complete an initial
business combination with a U.S. target company should the
transaction be subject
to review by a U.S. government entity, such as the Committee on
Foreign Investment in
the United States (CFIUS), or ultimately prohibited. Further,
Shang Koo
Lanvin Group Holdings Ltd
August 5, 2022
Page 2
disclose that the time necessary for government review of the
transaction or a decision to
prohibit the transaction could prevent you from completing an initial
business
combination and require you to liquidate. Disclose the consequences of
liquidation to
investors, such as the losses of the investment opportunity in a
target company, any price
appreciation in the combined company, and the warrants, which would
expire worthless.
2. Where applicable, please clearly and prominently disclose the benefits
to the Sponsor and
its affiliates in executing the Forward Purchase Agreement, including
whether and to what
extent these agreements ensure that the business combination will be
approved, that there
is a sufficient amount of cash in the SPAC's trust account, and/or
that the benefits to the
Sponsor if the agreement ensures completion of the business
combination. Additionally,
please file these agreements as exhibits to your registration
statement.
3. Please quantify the aggregate dollar amount and describe the nature of
what the sponsor
and its affiliates have at risk that depends on completion of a
business combination.
Include the current value of securities held, loans extended, fees
due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting
reimbursement. Provide
similar disclosure for the company s officers and directors, if
material.
4. Please highlight the risk that the sponsor will benefit from the
completion of a business
combination and may be incentivized to complete an acquisition of a
less favorable target
company or on terms less favorable to shareholders rather than
liquidate.
5. We note that certain shareholders agreed to waive their redemption
rights. Please describe
any consideration provided in exchange for this agreement.
6. Please disclose whether and how your business segments, products, lines
of service,
projects, or operations are materially impacted by supply chain
disruptions. For example,
discuss whether you have or expect to:
suspend the production, purchase, sale or maintenance of certain
items due to a lack
of raw materials; inventory shortages; closed factories or stores;
reduced headcount;
or delayed projects;
experience labor shortages that impact your business;
experience cybersecurity attacks in your supply chain;
experience higher costs due to constrained capacity or increased
commodity prices or
challenges sourcing materials;
experience surges or declines in consumer demand for which you are
unable to
adequately adjust your supply;
be unable to supply products at competitive prices or at all due to
export
restrictions, sanctions, tariffs, trade barriers, or political or
trade tensions among
countries; or
FirstName LastNameShang Koo
be exposed to supply chain risk in light of Russia s invasion of
Ukraine.
Comapany NameLanvin
Explain whether andGroup
howHoldings
you haveLtd undertaken efforts to mitigate
the impact and where
Augustpossible
5, 2022 quantify
Page 2 the impact to your business.
FirstName LastName
Shang Koo
FirstName LastNameShang
Lanvin Group Holdings Ltd Koo
Comapany
August NameLanvin Group Holdings Ltd
5, 2022
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7. Disclosure in your prospectus as to the use of proceeds of the
business combination
appears to be inconsistent. For example, on page 52 you disclose that
proceeds from the
business combination will be "used by LGHL for working capital and
general corporate
purposes," and on page 153 you disclose that "proceeds generated from
the Business
Combination and PIPE investments and other available financing sources
towards the
potential new investments." Please revise or advise.
Cover Page
8. We note your disclosure that your auditor is subject to the
determinations announced by
the PCAOB on December 16, 2021, please disclose on your cover page,
prospectus
summary, and applicable risk factors that you expect to be identified
by the Commission
under the HFCAA. Disclose whether you have been provisionally or
conclusively
identified and the impact this may have on your ability to continue to
offer your securities.
FREQUENTLY USED TERMS, page 2
9. Revise your definition of "China" and the "PRC" to include Hong Kong
and Macau.
Summary of the Proxy Statement/Prospectus, page 6
10. Provide a clear description of how cash is transferred through your
organization. Disclose
your intentions to distribute earnings or settle amounts owed under
your agreements.
Quantify any cash flows and transfers of other assets by type that
have occurred between
the holding company and its subsidiaries and direction of transfer.
Quantify any dividends
or distributions that a subsidiary has made to the holding company and
which entity made
such transfer, and their tax consequences. Similarly quantify
dividends or distributions
made to U.S. investors, the source, and their tax consequences. Your
disclosure should
make clear if no transfers, dividends, or distributions have been made
to date. Describe
any restrictions on foreign exchange and your ability to transfer cash
between entities,
across borders, and to U.S. investors. Describe any restrictions and
limitations on your
ability to distribute earnings from the company, including your
subsidiaries, to the parent
company and U.S. investors as well as the ability to settle amounts
owed under your
agreements.
Summary Risk Factors, page 23
11. Please revise your Summary Risk Factors so that it does not exceed two
pages in length.
Please refer to Item 3 of Form F-4 and Item 105(b) of Regulation S-K.
Questions and Answers about the Proposals, page 51
12. Revise your disclosure to show the potential impact of redemptions on
the per share value
of the shares owned by non-redeeming shareholders by including a
sensitivity analysis
showing a range of redemption scenarios, including minimum, maximum
and interim
redemption levels.
Shang Koo
FirstName LastNameShang
Lanvin Group Holdings Ltd Koo
Comapany
August NameLanvin Group Holdings Ltd
5, 2022
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Unaudited Pro Forma Condensed Combined Statement of Profit or Loss, page 75
13. We note you have presented two years of unaudited pro forma condensed
combined
statements of profit or loss. Please clarify how this complies with
Regulation S-X Rule
11-02(c)(2)(i).
Risk Factors, page 84
14. Given the Chinese government s significant oversight and discretion
over the conduct of
your business, please revise to highlight separately the risk that the
Chinese government
may intervene or influence your operations at any time, which could
result in a material
change in your operations and/or the value of the securities you are
registering. Also,
given recent statements by the Chinese government indicating an intent
to exert more
oversight and control over offerings that are conducted overseas
and/or foreign investment
in China-based issuers, acknowledge the risk that any such action
could significantly limit
or completely hinder your ability to offer or continue to offer
securities to investors and
cause the value of such securities to significantly decline or be
worthless.
Risks Relating to Lanvin Group's Business and Operations
Our growth depends, in part, on our continued retail expansion..., page 87
15. We note your disclosure on page 202 that the Fosun Fashion Group was
founded in 2018
and that your most recent brand acquisition took place in 2021. Please
revise your
discussion in this section to describe your future growth and business
strategy in the
context of your relatively recent founding and how you are impacted by
your
short operating history.
Our business is heavily dependent on the ability and desire of consumers to
shop, page 87
16. We note your disclosure that reduced consumer traffic could result
from certain
conditions, and has resulted from the COVID-19 pandemic. Please revise
your disclosure
in this section to more specifically describe the impact of the
pandemic on your business.
Background of the Business Combination, page 141
17. Please amend your "Background of the Business Combination" discussion
to include a
discussion of the additional PIPE financings and the Forward Purchase
Agreement,
including the positions of each party and negotiations related to the
terms of these
agreements.
Certain Unaudited Lanvin Group Prospective Financial Information, page 151
18. We note your disclosure that the financial projections are based on
numerous assumptions.
Please expand to disclose whether the projections are in line with
historic operating
trends. Address why the change in trends is appropriate or assumptions
are reasonable.
While you have a history of operating losses, the forecasts project
increasing total gross
Shang Koo
Lanvin Group Holdings Ltd
August 5, 2022
Page 5
profit. In addition to listing factors and assumptions underlying the
projections, please
expand to clarify how those factors and assumptions directly relate to
the forecasted
financial information, quantifying the factors where possible.
19. We note your disclosure about the "potential new investments." Where
applicable, please
describe the nature of these potential new investments in more detail,
including whether
any target businesses have been identified, whether negotiations have
commenced, and
whether proceeds from the business combination will be used in such
investments.
Procurement, page 216
20. Please expand your discussion on the sources and availability of raw
materials for
your Wolford and St. John brands.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Lanvin Group
Key Factors Affecting Lanvin Group's Financial Condition and Results of
Operations, page 234
21. We note your risk factor disclosure of significant inflationary
pressures in 2021 and
continuing in 2022. Please expand your discussion to identify the
principal inflationary
pressures the company has experienced and clarify the resulting impact
to the company
and your results of operations, if material.
Results of Operations
Revenues, page 239
22. Please expand your revenue disclosure to quantify sales incentives,
rebates, and sales
discounts for each period presented and provide a discussion regarding
what these
discounts relate to and how they are estimated for the purpose of
determining the
transaction price, if material.
Results by Segment, page 246
23. We note you present certain non-IFRS financial measures, including
Contribution profit
and Contribution profit margin, by segment. Please revise to clearly
label these measures
as non-IFRS and provide all of the disclosures required by Item
10(e)(1)(i) of Regulation
S-K.
24. We note your presentation of gross profit before inventory impairment in
both your
FirstName LastNameShang Koo
Lanvin and Sergio Rossi segments, on pages 247 and 250, respectively.
Please revise to
Comapany NameLanvin
remove Group
this measure Holdings
or explain Ltd
why this measure is appropriate and
provide all of the
Augustdisclosures required
5, 2022 Page 5 by Item 10(e)(1)(i) of Regulation S-K.
FirstName LastName
Shang Koo
FirstName LastNameShang
Lanvin Group Holdings Ltd Koo
Comapany
August NameLanvin Group Holdings Ltd
5, 2022
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Fosun Fashion Group (Cayman) Limited
Notes to the Consolidated Financial Statements
Note 3. Summary of Significant Accounting Policies
3.17 Revenue Recognition, page F-21
25. We note you recognize revenue from sales of services when the Group
satisfies its
performance obligation. Please revise to disclose the service revenue
recognized for the
periods presented, if material.
Note 6. Business Combinations, page F-29
26. Please revise to disclose the specific facts and circumstances that
resulted in a material
amount of negative goodwill for the acquisition of Sergio Rossi S.p.A.
Refer to paragraph
59 of IFRS 3. In this regard, consider revising your disclosure on
page 255 (Critical
Accounting Estimates) to discuss the critical accounting estimates and
assumptions used
in your accounting for business combinations.
Note 16. Impairment testing of intangible assets with indefinite useful lives,
page F-39
27. Please revise here, or within your critical accounting estimates
(i.e., Recoverability of
goodwill and brands with indefinite useful life on page 256) to
disclose the percentage by
which the Value in Use exceeded carrying value for each CGU as of the
date of the most
recent test. If any reporting units were at risk of failing the
impairment test, please
disclose the potential events and/or changes in circumstances that
could reasonably be
expected to negatively affect the key assumptions.
Item 21. Exhibits and Financial Statement Schedules, page II-1
28. Please revise the exhibit index so that the tax opinion to be filed as
Exhibit 5.3 is filed
under Item 601(b)(8) of Regulation S-K.
Shang Koo
FirstName LastNameShang
Lanvin Group Holdings Ltd Koo
Comapany
August NameLanvin Group Holdings Ltd
5, 2022
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We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Charles Eastman at (202) 551-3794 or Hugh West at (202)
551-3872 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Bradley Ecker at (202) 551-4985 or Erin Purnell at (202) 551-3454 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing