United States securities and exchange commission logo
September 28, 2023
Yun Cheng
Chief Executive 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
Post-Effective
Amendment No. 2 to Form F-1
Filed September 15,
2023`
File No. 333-269150
Dear Yun Cheng:
We have reviewed your post-effective amendment 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.
Post Effective Amendment No. 2 to Form F-1
General
1. We note that your
disclosure appearing on the cover page, Summary, and Risk Factor
sections relating to
legal and operational risks associated with operating in China and PRC
regulations has changed
significantly from the disclosure included in your registration
statement on Form F-1,
File No. 333-269150 and your POSAM to that F-1 filed April 20,
2023. It is unclear to
us that there have been changes in the regulatory environment
warranting disclosure
that mitigates the challenges you face and related disclosures. The
Sample Letters to
China-Based Companies sought specific disclosure relating to the risk
that the PRC government
may intervene in or influence your operations at any time, or
may exert control over
operations of your business, which could result in a material
Yun Cheng
Lanvin Group Holdings Ltd
September 28, 2023
Page 2
change in your operations and/or the value of the securities you are
registering for sale.
We remind you that, pursuant to federal securities rules, the term
control (including the
terms controlling, controlled by, and under common
control with ) as defined in
Securities Act Rule 405 means the possession, direct or indirect,
of the power to direct or
cause the direction of the management and policies of a person,
whether through the
ownership of voting securities, by contract, or otherwise. The
Sample Letters also
sought specific disclosures relating to uncertainties regarding the
enforcement of laws and
that the rules and regulations in China can change quickly with little
advance notice. We
do not believe that your disclosure referencing the PRC government's
intent to strengthen
its regulatory oversight conveys the same risk. Please revise.
2. We note your disclosure that the likelihood that the CSRC Trial
Measures will apply to
you is low. Please disclose, if true, that your headquarters and
principal place of business
is located in Shanghai.
3. We note your disclosure that "the likelihood that this offering will
constitute an indirect
overseas offering by a PRC domestic company under the Trial Measures
is low." Please
disclose, if true, that you have therefore not filed materials
pursuant to the CSRC's Trial
Measures. Please also disclose whether you obtained the opinion of
counsel in making
your determination.
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.
Please contact Erin Donahue at 202-551-6063 or Bradley Ecker at
202-551-4985 with
any questions.
FirstName LastNameYun Cheng Sincerely,
Comapany NameLanvin Group Holdings Ltd
Division of
Corporation Finance
September 28, 2023 Page 2 Office of
Manufacturing
FirstName LastName