0000950103-22-021106.txt : 20221216 0000950103-22-021106.hdr.sgml : 20221216 20221216161755 ACCESSION NUMBER: 0000950103-22-021106 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20221214 FILED AS OF DATE: 20221216 DATE AS OF CHANGE: 20221216 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hu Fred CENTRAL INDEX KEY: 0001686100 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39915 FILM NUMBER: 221468187 MAIL ADDRESS: STREET 1: 28TH FLOOR STREET 2: 28 HENNESSY ROAD CITY: ADMIRALTY STATE: K3 ZIP: 852 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Primavera Capital Acquisition LLC CENTRAL INDEX KEY: 0001841407 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39915 FILM NUMBER: 221468189 BUSINESS ADDRESS: STREET 1: 41/F GLOUCESTER TOWER STREET 2: 15 QUEEN'S ROAD CENTRAL CITY: HONG KONG STATE: K3 ZIP: 00000 BUSINESS PHONE: 852 37675188 MAIL ADDRESS: STREET 1: 41/F GLOUCESTER TOWER STREET 2: 15 QUEEN'S ROAD CENTRAL CITY: HONG KONG STATE: K3 ZIP: 00000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Primavera Capital Acquisition Corp. CENTRAL INDEX KEY: 0001818787 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39915 FILM NUMBER: 221468188 BUSINESS ADDRESS: STREET 1: 41/F GLOUCESTER TOWER STREET 2: 15 QUEEN'S ROAD CENTRAL CITY: HONG KONG STATE: K3 ZIP: - BUSINESS PHONE: 86-10-8559-8988 MAIL ADDRESS: STREET 1: 41/F GLOUCESTER TOWER STREET 2: 15 QUEEN'S ROAD CENTRAL CITY: HONG KONG STATE: K3 ZIP: - ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Primavera Capital Acquisition Corp. CENTRAL INDEX KEY: 0001818787 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 BUSINESS ADDRESS: STREET 1: 41/F GLOUCESTER TOWER STREET 2: 15 QUEEN'S ROAD CENTRAL CITY: HONG KONG STATE: K3 ZIP: - BUSINESS PHONE: 86-10-8559-8988 MAIL ADDRESS: STREET 1: 41/F GLOUCESTER TOWER STREET 2: 15 QUEEN'S ROAD CENTRAL CITY: HONG KONG STATE: K3 ZIP: - 4 1 dp185774_4-sponsor.xml FORM 4 X0306 4 2022-12-14 1 0001818787 Primavera Capital Acquisition Corp. PV 0001841407 Primavera Capital Acquisition LLC C/O PRIMAVERA CAPITAL ACQUISITION CORP 41/F GLOUCESTER TWR 15 QUEENS RD CENTRAL HONG KONG K3 00000 HONG KONG 0 0 1 0 0001818787 Primavera Capital Acquisition Corp. C/O PRIMAVERA CAPITAL ACQUISITION CORP 41/F GLOUCESTER TWR 15 QUEENS RD CENTRAL HONG KONG K3 00000 HONG KONG 0 0 1 0 0001686100 Hu Fred C/O PRIMAVERA CAPITAL ACQUISITION CORP 41/F GLOUCESTER TWR 15 QUEENS RD CENTRAL HONG KONG K3 00000 HONG KONG 0 0 1 0 Ordinary Shares 2022-12-14 4 C 0 11014375 A 11014375 I See Footnotes Ordinary Shares 2022-12-14 4 D 0 6014375 D 5000000 I See Footnotes Class B Ordinary Shares 2022-12-14 4 C 0 11014375 D Ordinary Shares 11014375 0 I See Footnotes Private Placement Warrants 2022-12-14 4 D 0 10280000 D Ordinary Shares 10280000 0 I See Footnotes The Class B ordinary shares were cancelled and, in exchange, the holder(s) thereof was entitled to receive ordinary shares of Lanvin Group Holdings Limited on a one-for-one basis upon the consummation of the Issuer's initial business combination on December 14, 2022 (the "Initial Business Combination"). The reporting person forfeited 6,014,375 shares in connection with the closing of the Initial Business Combination pursuant to that certain letter agreement, dated December 2, 2022, by and among the Issuer, the Sponsor (as defined below) and the other parties thereto. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share of the Issuer at an exercise price of $11.50 per share. As described in the Issuer's Registration Statement on Form S-1/A (File No. 333-252917) filed with the Securities and Exchange Commission on January 15, 2021 (the "Registration Statement"), the Private Placement Warrants are identical to the warrants sold in connection with the Issuer's initial public offering ("IPO"), except that the Private Placement Warrants, so long as they are held by Primavera Capital Acquisition LLC (the "Sponsor") or its permitted transferees, (i) are not redeemable by the Issuer, (ii) may not (including the Class A ordinary shares of the Issuer issuable upon exercise of such warrants), subject to certain limited exceptions, be transferred, assigned or sold by until 30 days after the completion of the Issuer's Initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) are entitled to registration rights. The reporting person disposed of all Private Placement Warrants upon the consummation of the Issuer's Initial Business Combination, which were automatically exchanged into corresponding warrants exercisable for ordinary shares of Lanvin Group Holdings Limited. Fred Hu is the sole manager of the Sponsor and has sole voting and investment power with respect to the ordinary shares held by the Sponsor. Mr. Hu disclaims beneficial ownership of the ordinary shares held by the Sponsor except to the extent of his pecuniary interest therein. Exhibit 99 - Joint Filer Statement By: /s/ Tong Chen, authorized signatory for Primavera Capital Acquisition LLC 2022-12-16 By: /s/ Tong Chen, as attorney-in-fact for Fred Hu 2022-12-16 EX-99 2 dp185774_4-ex9900.htm EXHIBIT 99

Exhibit 99

Joint Filer Information

Each of the following joint filers has designated Primavera Capital Acquisition LLC as the “Designated Filer” for purposes of the attached Form 4:

Primavera Capital Acquisition LLC

C/O Primavera Capital Acquisition Corporation

41/F Gloucester Tower

15 Queen’s Road Central

Hong Kong

Fred Hu

C/O Primavera Capital Acquisition Corporation

41/F Gloucester Tower

15 Queen’s Road Central

Hong Kong

Date of Event Requiring Statement: December 14, 2022

Issuer Name and Ticker or Trading Symbol: Primavera Capital Acquisition Corporation [PV]

PRIMAVERA CAPITAL ACQUISITION LLC

By:

/s/ Tong Chen, authorized signatory

FRED HU

By:

/s/ Tong Chen, as attorney-in-fact for Fred Hu