United States securities and exchange commission logo
February 1, 2023
David Chan
Executive President
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-1
Filed January 6,
2023
File No. 333-269150
Dear David Chan:
We have limited our review of your registration statement to
those issues we have
addressed in our 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.
Registration Statement on Form F-1
Cover Page
1. Provide prominent
disclosure about the legal and operational risks associated with being
based in or having the
majority of the company s operations in China. Your disclosure
should make clear
whether these risks could result in a material change in your operations
and/or the value of the
securities you are registering for sale or 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. Your disclosure
should address how
recent statements and regulatory actions by China s government, such
as those related to the
use of variable interest entities and data security or anti-monopoly
concerns, have or may
impact the company s ability to conduct its business, accept
David Chan
FirstName LastNameDavid
Lanvin Group Holdings Ltd Chan
Comapany1,NameLanvin
February 2023 Group Holdings Ltd
February
Page 2 1, 2023 Page 2
FirstName LastName
foreign investments, or list on a U.S. or other foreign exchange.
Please disclose whether
and how the Holding Foreign Companies Accountable Act and related
regulations will
affect your company. Your prospectus summary should address, but not
necessarily be
limited to, the risks highlighted on the prospectus cover page.
Liquidity and Capital Resources, page 102
2. In light of the significant number of redemptions and the unlikelihood
that the company
will receive significant proceeds from exercises of the warrants
because of the disparity
between the exercise price of the warrants and the current trading
price of your ordinary
shares, expand your discussion of capital resources to address any
changes in the
company s liquidity position since the business combination. If the
company is likely to
have to seek additional capital, discuss the effect of this offering
on the company s ability
to raise additional capital.
3. Please expand your discussion here to reflect the fact that this
offering involves the
potential sale of a substantial portion of shares for resale and
discuss how such sales could
impact the market price of the company s common stock. Your
discussion should
highlight the fact that Fosun International Limited, a beneficial
owner of approximately
65% of your outstanding shares, will be able to sell all of its shares
for so long as the
registration statement of which this prospectus forms a part is
available for use.
Compensation of Directors and Executive Officers, page 156
4. Please update your compensation disclosure to reflect the fiscal year
ended December 31,
2022.
General
5. It is inappropriate for counsel to include in its opinion assumptions
that are overly broad,
that assume away the relevant issue or that assume any of the material
facts underlying
the opinion or any readily ascertainable facts. Please ask counsel to
support
the assumption in Section 2.3 of Exhibit 5.1 and assumptions (i) and
(ii) in the last
paragraph on page 2 of Exhibit 5.2. Refer to Section II.B.3.a of Staff
Legal Bulletin No.
19.
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.
Please contact Eranga Dias at 202-551-8107 or Evan Ewing at 202-551-5920
with any
questions.
David Chan
Lanvin Group Holdings Ltd
February 1, 2023
Page 3
FirstName LastNameDavid Chan Sincerely,
Comapany NameLanvin Group Holdings Ltd
Division of Corporation Finance
February 1, 2023 Page 3 Office of Manufacturing
FirstName LastName