Основная статистика
| CIK | 1818787 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Primavera Capital Acquisition Corporation Units, each consisting of one Class A ordinary share and o
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| February 14, 2023 |
EX-99.2 3 tm235349d39ex2.htm EXHIBIT 2 Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually, |
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| February 14, 2023 |
EX-99.3 4 tm235349d39ex3.htm EXHIBIT 3 Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A |
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| February 14, 2023 |
PV / Primavera Capital Acquisition Corp / D. E. SHAW & CO, L.P. - SC 13G/A Passive Investment SC 13G/A 1 tm235349d39sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 2) Under the Securities Exchange Act of 1934 Primavera Capital Acquisition Corporation (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G7255E109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of t |
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| February 14, 2023 |
EX-99.1 2 tm235349d39ex1.htm EXHIBIT 1 Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually, |
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| December 30, 2022 |
15-12G 1 d395825d1512g.htm FORM 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-39915 PRIMAVERA CAPITAL ACQUISITI |
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| December 20, 2022 |
Exhibit 99.1 Lanvin Group Debuts on NYSE under Ticker ?LANV? December 15, 2022 ? Lanvin Group (the ?Group?), a global luxury fashion group, and Primavera Capital Acquisition Corporation (NYSE: PV) (?PCAC?), today announced the completion of their business combination and the listing of the shares and warrants of Lanvin Group Holdings Limited (?LGHL?) under the new ticker symbols ?LANV? and ?LANVW. |
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| December 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2022 PRIMAVERA CAPITAL ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39915 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| December 15, 2022 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on December 27, 2022, pursuant to the provisions of Rule 12d2-2 (a). |
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| December 12, 2022 |
425 Filed by Lanvin Group Holdings Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Primavera Capital Acquisition Corporation (SEC File No. |
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| December 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2022 PRIMAVERA CAPITAL ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39915 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| December 12, 2022 |
Exhibit 99.1 Lanvin Group and Primavera Capital Acquisition Corporation Announce Shareholder Approval of Business Combination; Trade Debut Expected on NYSE on December 15 Under Ticker ?LANV? ? Business Combination expected to close on December 14, 2022 ? Lanvin Group expected to begin trading on NYSE on December 15, 2022 under ticker ?LANV? December 12, 2022 ? Lanvin Group (the ?Group?), a global |
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| December 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2022 PRIMAVERA CAPITAL ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39915 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| December 5, 2022 |
425 1 d432215d425.htm 425 Filed by Lanvin Group Holdings Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Primavera Capital Acquisition Corporation (SEC File No.: 001-39915) Date: December 5, 2022 Additional PIPE Investment On December 5, 2022, Fosun Fashion Gro |
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| December 5, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2022 PRIMAVERA CAPITAL ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39915 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| December 5, 2022 |
425 1 d446704d425.htm 425 Filed by Lanvin Group Holdings Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Primavera Capital Acquisition Corporation (SEC File No.: 001-39915) Date: December 5, 2022 Lanvin Group and Primavera Capital Acquisition Corporation Announ |
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| December 5, 2022 |
Exhibit 99.1 Lanvin Group and Primavera Capital Acquisition Corporation Announce Updates in Relation to Business Combination ? South Korea?s Handsome Corporation will join Lanvin Group?s roster of strategic investors ? Business combination agreement amended to remove closing condition in relation to minimum amount of cash ? Primavera Capital Acquisition LLC (the ?Sponsor?) agrees to share forfeitu |
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| December 5, 2022 |
425 1 d446704d425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2022 PRIMAVERA CAPITAL ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39915 N/A (State or other |
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| December 2, 2022 |
Exhibit 2.1 EXECUTION VERSION AMENDMENT NO. 4 TO BUSINESS COMBINATION AGREEMENT This AMENDMENT NO. 4 (this ?Amendment?), dated December 2, 2022, to the Business Combination Agreement (as defined below), is made by and among: (1) Primavera Capital Acquisition Corporation, an exempted company incorporated with limited liability under the laws of the Cayman Islands (?SPAC?); (2) Fosun Fashion Group ( |
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| December 2, 2022 |
BCA Amendment No. 4 and Other Agreements 425 1 d666630d425.htm 425 Filed by Lanvin Group Holdings Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Primavera Capital Acquisition Corporation (SEC File No.: 001-39915) Date: December 2, 2022 BCA Amendment No. 4 and Other Agreements As previously disclosed |
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| December 2, 2022 |
425 1 d430529d425.htm 425 Filed by Lanvin Group Holdings Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Primavera Capital Acquisition Corporation (SEC File No.: 001-39915) Date: December 2, 2022 EXECUTION VERSION Primavera Capital Acquisition Corporation (“SPA |
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| December 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2022 PRIMAVERA CAPITAL ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39915 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| December 2, 2022 |
425 1 d430529d425.htm 425 Filed by Lanvin Group Holdings Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Primavera Capital Acquisition Corporation (SEC File No.: 001-39915) Date: December 2, 2022 EXECUTION VERSION Primavera Capital Acquisition Corporation (“SPA |
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| December 2, 2022 |
Exhibit 10.1 EXECUTION VERSION Primavera Capital Acquisition Corporation (?SPAC?) Primavera Capital Acquisition LLC (?Sponsor?) 41/F Gloucester Tower 15 Queen?s Road Central Hong Kong Lanvin Group Holdings Limited ???? (?PubCo?) 3701-02, Tower S2, Bund Finance Center 600 Zhongshan Rd East No.2 Shanghai, 200010, China Fosun Fashion Holdings (Cayman) Limited PO Box 309, Upland House Grand Cayman KY1 |
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| December 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2022 PRIMAVERA CAPITAL ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39915 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| December 2, 2022 |
AMENDMENT NO. 4 TO BUSINESS COMBINATION AGREEMENT Filed by Lanvin Group Holdings Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Primavera Capital Acquisition Corporation (SEC File No. |
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| December 2, 2022 |
Exhibit 10.2 EXECUTION VERSION Primavera Capital Acquisition Corporation (?SPAC?) 41/F Gloucester Tower 15 Queen?s Road Central Hong Kong Primavera Capital Acquisition LLC (the ?Sponsor?) 41/F Gloucester Tower 15 Queen?s Road Central Hong Kong December 2, 2022 Re: Waiver Dear Sirs: Reference is made to certain Promissory Note, dated January 28, 2022, by and between the Sponsor and SPAC (as may be |
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| November 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2022 PRIMAVERA CAPITAL ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39915 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| November 30, 2022 |
Update on Forward Purchase Subscriptions Filed by Lanvin Group Holdings Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Primavera Capital Acquisition Corporation (SEC File No. |
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| November 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2022 PRIMAVERA CAPITAL ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39915 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| November 14, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39915 |
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| November 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2022 PRIMAVERA CAPITAL ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39915 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| November 7, 2022 |
Filed by Lanvin Group Holdings Limited Filed by Lanvin Group Holdings Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Primavera Capital Acquisition Corporation (SEC File No. |
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| November 7, 2022 |
Transcript of Analyst Day Webcast November 3, 2022 Exhibit 99.2 Transcript of Analyst Day Webcast November 3, 2022 Presenters: Joann Cheng, Chairman & Chief Executive Officer, Lanvin Group David Chan, Executive President & Co-COO, Lanvin Group Shang Koo, Chief Financial Officer, Lanvin Group Max Chen, CEO of Primavera Capital Acquisition Corporation Moderator: Harry Florry, FGS Global Harry Florry Hi everyone, we?ll start in a minute or so. Hello |
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| November 7, 2022 |
Transcript of Analyst Day Webcast November 3, 2022 425 1 d321649d425.htm 425 Filed by Lanvin Group Holdings Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Primavera Capital Acquisition Corporation (SEC File No.: 001-39915) Date: November 7, 2022 Transcript of Analyst Day Webcast November 3, 2022 Presenters: Jo |
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| November 7, 2022 |
ANALYST DAY PRESENTATION 3 November 2022 Exhibit 99.1 ANALYST DAY PRESENTATION 3 November 2022 PRESENTERS Joann Cheng David Chan Shang Koo Max Chen Chairman & CEO, PCAC Chairman and CEO, Executive President and Chief Financial Officer, Partner, Primavera Lanvin Group Co-COO, Lanvin Group Lanvin Group Capital Group TODAY?S AGENDA 01 OPENING REMARKS 02 BUSINESS OVERVIEW 03 Q&A (1) 04 FINANCIAL INFORMATION & TRANSACTION OVERVIEW 05 CLOSING |
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| November 7, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2022 PRIMAVERA CAPITAL ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39915 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| November 4, 2022 |
DEFM14A 1 d373479ddefm14a.htm DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Co |
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| November 4, 2022 |
425 1 d384768d425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2022 PRIMAVERA CAPITAL ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39915 N/A (State or other |
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| November 4, 2022 |
EX-99.1 Exhibit 99.1 Lanvin Group and Primavera Capital Acquisition Corporation (NYSE: PV) Announces Effectiveness of Registration Statement and Extraordinary General Meeting Date for Proposed Business Combination November 4, 2022 – Lanvin Group (the “Group”), a global luxury fashion group, today announced that, the U.S. Securities and Exchange Commission (“SEC”) has declared effective the Registr |
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| November 4, 2022 |
Filed by Lanvin Group Holdings Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Primavera Capital Acquisition Corporation (SEC File No. |
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| November 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2022 PRIMAVERA CAPITAL ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39915 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| November 1, 2022 |
Exhibit 10.1 EXECUTION VERSION AMENDED AND RESTATED SUBSCRIPTION AGREEMENT This Amended and Restated Subscription Agreement (as may be further amended, supplemented, modified or varied from in accordance with the terms herein, this ?A&R Subscription Agreement?), dated as of October 28, 2022, is made and entered into by and among (i) Lanvin Group Holdings Limited ????, a Cayman Islands exempted com |
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| November 1, 2022 |
INVESTOR PRESENTATION November 2022 Exhibit 99.1 INVESTOR PRESENTATION November 2022 BUILDING THE NEW LUXURY TABLE OF CONTENTS A UNIQUE GLOBAL PLATFORM FINANCIAL INFORMATION TRANSACTION OVERVIEW PORTFOLIO OF ICONIC BRANDS SECTION I PAGE 7 SECTION III PAGE 36 SECTION IV PAGE 44 SECTION II PAGE 25 3 FOSUN AN INNOVATION-DRIVEN CONSUMER GROUP Founded in 1992, Fosun?s mission is to provide high-quality products and Through continuous inn |
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| November 1, 2022 |
Filed by Lanvin Group Holdings Limited 425 1 d392835d425.htm 425 Filed by Lanvin Group Holdings Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Primavera Capital Acquisition Corporation (SEC File No.: 001-39915) Date: November 1, 2022 INVESTOR PRESENTATION November 2022 BUILDING THE NEW LUXURY TABLE |
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| November 1, 2022 |
Exhibit 2.1 EXECUTION VERSION AMENDMENT NO. 3 TO BUSINESS COMBINATION AGREEMENT This AMENDMENT NO. 3 (this ?Amendment?), dated October 28, 2022, to the Business Combination Agreement (as defined below), is made by and among: (1) Primavera Capital Acquisition Corporation, an exempted company incorporated with limited liability under the laws of the Cayman Islands (?SPAC?); (2) Fosun Fashion Group ( |
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| November 1, 2022 |
Exhibit 10.2 EXECUTION VERSION AMENDMENT NO. 1 TO SPONSOR SUPPORT DEED This AMENDMENT NO. 1 (this ?Amendment?), dated October 28, 2022, to the Sponsor Support Deed (as defined below), is made by and among: (1) Primavera Capital Acquisition Corporation, an exempted company incorporated with limited liability under the laws of the Cayman Islands (?SPAC?); (2) Fosun Fashion Group (Cayman) Limited, an |
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| November 1, 2022 |
425 1 d392835d425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2022 PRIMAVERA CAPITAL ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39915 N/A (State or other |
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| November 1, 2022 |
Exhibit 10.3 EXECUTION VERSION Primavera Capital Acquisition Corporation (?SPAC?) 41/F Gloucester Tower 15 Queen?s Road Central Hong Kong Lanvin Group Holdings Limited ???? (?PubCo?) Fosun Fashion Group (Cayman) Limited (the ?Company?) 3701-02, Tower S2, Bund Finance Center 600 Zhongshan Rd East No.2 Shanghai, 200010, China Fosun Fashion Holdings (Cayman) Limited (?FFH?) PO Box 309, Upland House G |
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| November 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2022 PRIMAVERA CAPITAL ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39915 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| October 21, 2022 |
Amendment No. 2 to the Business Combination Agreement, dated as of October 20, 2022 Exhibit 2.1 EXECUTION VERSION AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT This AMENDMENT NO. 2 (this ?Amendment?), dated October 20, 2022, to the Business Combination Agreement (as defined below), is made by and among: (1) Primavera Capital Acquisition Corporation, an exempted company incorporated with limited liability under the laws of the Cayman Islands (?SPAC?); (2) Fosun Fashion Group ( |
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| October 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2022 PRIMAVERA CAPITAL ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39915 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| October 21, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2022 PRIMAVERA CAPITAL ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39915 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| October 17, 2022 |
Amendment No. 1 to the Business Combination Agreement, dated as of October 17, 2022 Exhibit 2.1 EXECUTION VERSION AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT This AMENDMENT NO. 1 (this ?Amendment?), dated October 17, 2022, to the Business Combination Agreement (as defined below), is made by and among: (1) Primavera Capital Acquisition Corporation, an exempted company incorporated with limited liability under the laws of the Cayman Islands (?SPAC?); (2) Fosun Fashion Group ( |
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| October 17, 2022 |
425 1 d358174d425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 17, 2022 PRIMAVERA CAPITAL ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39915 N/A (State or other |
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| October 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 17, 2022 PRIMAVERA CAPITAL ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39915 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| October 17, 2022 |
Lanvin Group Revenue up 73% to €202 Million in First Half of 2022 425 Filed by Lanvin Group Holdings Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Primavera Capital Acquisition Corporation (SEC File No. |
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| October 17, 2022 |
INVESTOR PRESENTATION October 2022 Exhibit 99.2 INVESTOR PRESENTATION October 2022 LANVIN |[woifo??i]| sergio rossi ST.JOHN CARUSO BUILDING I HE NEW LUXURY LANVIN GROUP TABLE OF CONTENTS INFORMATION SECTION IV PAGE 44 TRANSACTION OVERVIEW SECTION II PAGE 25 PORTFOLIO OF FIVE IC0NIC BRANDS LANVIN GROUP Q FOSUN AN INNOVATION-DRIVFN CONSUMER GROUP Founded in 1992, Fosun?s mission is to provide high-quality products and Through continu |
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| October 17, 2022 |
Filed by Lanvin Group Holdings Limited 425 1 d358174d425.htm 425 Filed by Lanvin Group Holdings Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Primavera Capital Acquisition Corporation (SEC File No.: 001-39915) Date: October 17, 2022 INVESTOR PRESENTATION October 2022 LANVIN |[woifo×´i]| sergio ros |
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| October 17, 2022 |
Lanvin Group Revenue up 73% to €202 Million in First Half of 2022 Exhibit 99.1 Lanvin Group Revenue up 73% to ?202 Million in First Half of 2022 ? 73% YoY revenue growth represents one of the highest growth rates in the global luxury industry; flagship brand Lanvin achieved 117% global sales growth YoY during the period, with wholesale up 260% YoY, underscoring success of an improved product and merchandising strategy, with refreshed brand appeal ? Existing busi |
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| August 12, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39915 PRIM |
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| July 12, 2022 |
Exhibit 99.1 Lanvin Group Announces Record 52% Pro Forma Revenue Growth in 2021 to ?339 million and Filing of Registration Statement on F-4 Strong Momentum and Positive 2022 Outlook Ahead of Proposed NYSE Listing ? 52% pro forma global revenue growth driven by successful implementation of global growth strategy and acquisition of Sergio Rossi, with robust performance across all geographies and rap |
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| July 12, 2022 |
425 1 d357782d425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2022 PRIMAVERA CAPITAL ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39915 N/A (State or other jur |
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| July 12, 2022 |
425 1 d357782d425.htm 425 Filed by Lanvin Group Holdings Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Primavera Capital Acquisition Corporation (SEC File No.: 001-39915) Date: July 11, 2022 Lanvin Group Announces Record 52% Pro Forma Revenue Growth in 2021 t |
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| July 12, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2022 PRIMAVERA CAPITAL ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39915 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| May 13, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39915 PRI |
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| May 5, 2022 |
EX-99.1 2 d319288dex991.htm EX-99.1 Exhibit 99.1 MAY 2022 LANVIN GROUP BUILDING THE NEW LlJXlJRY LANVIN GROUP TABLE OF CONTENTS SECTION Ill PAGE 36 FINANCIAL INFORMATION SECTION IV PAGE 44 TRANSACTION OVERVIEW SECTION II PAGE 25 PORTFOLIO OF FIVE ICONIC BRANDS LANVIN GROUP 3 FOSUN AN INNOVATION-DRIVEN CONSUMER GROUP Founded in 1992, Fosun’s mission is to provide high-quality products and Through c |
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| May 5, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2022 PRIMAVERA CAPITAL ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39915 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-3 |
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| March 31, 2022 |
Exhibit 4.1 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as Amended The following description sets forth certain material terms and provisions of the securities of Primavera Capital Acquisition Corporation (?we,? ?us? or ?our?) that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?). The fol |
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| March 23, 2022 |
Exhibit 10.2 EXECUTION VERSION SPONSOR SUPPORT DEED This Sponsor Support Deed (as may be amended, supplemented, modified or varied in accordance with the terms herein, this ?Deed?) is dated as of March 23, 2022, by and among Primavera Capital Acquisition Corporation, an exempted company incorporated with limited liability under the laws of the Cayman Islands (?SPAC?), Fosun Fashion Group (Cayman) |
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| March 23, 2022 |
Exhibit 10.4 EXECUTION VERSION LOCK-UP AGREEMENT This Lock-Up Agreement (as may be amended, supplemented, modified or varied in accordance with the terms herein, this ?Agreement?) is made and entered into as of March 23, 2022, by and among (i) Lanvin Group Holdings Limited ????, a Cayman Islands exempted company limited by shares (?PubCo?), (ii) Primavera Capital Acquisition LLC, a Cayman Islands |
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| March 23, 2022 |
SECTION I PAGE 7 SECTION III PAGE 36 SECTION IV PAGE 44 SECTION II PAGE 25 3 Exhibit 99.2 MARCH 2022 SECTION I PAGE 7 SECTION III PAGE 36 SECTION IV PAGE 44 SECTION II PAGE 25 3 Founded in 1992, Fosun?s mission is to provide high-quality products and Through continuous innovation, Fosun has achieved rapid development by services for families around the world in health, happiness, wealth and capitalizing on high-growth sectors. It constantly fosters industry champions intel |
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| March 23, 2022 |
Exhibit 10.6 EXECUTION VERSION ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT This Assignment, Assumption and Amendment Agreement (as may be amended, supplemented, modified or varied in accordance with the terms herein, this ?Agreement?), dated March 23, 2022, is made by and among Primavera Capital Acquisition Corporation, a Cayman Islands exempted company limited by shares (the ?Company?), Lanvin |
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| March 23, 2022 |
EX-10.3 5 d299964dex103.htm EX-10.3 Exhibit 10.3 SHAREHOLDER SUPPORT DEED This Shareholder Support Deed (as may be amended, supplemented, modified or varied in accordance with the terms herein, this “Deed”) is dated as of March 23, 2022 by and among Primavera Capital Acquisition Corporation, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“SPAC”), Fosu |
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| March 23, 2022 |
Form of PIPE Subscription Agreement. Exhibit 10.1 SUBSCRIPTION AGREEMENT This Subscription Agreement (as may be amended, supplemented, modified or varied from in accordance with the terms herein, this ?Subscription Agreement?), dated as of [?], is made and entered into by and among (i) Lanvin Group Holdings Limited ????, a Cayman Islands exempted company limited by shares (?PubCo?), (ii) Primavera Capital Acquisition Corporation, a C |
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| March 23, 2022 |
Exhibit 99.1 Lanvin Group, a Global Luxury Fashion Group, to Become Publicly Traded on the NYSE via Business Combination with Primavera Capital Acquisition Corporation ? Lanvin Group is a global luxury fashion group that owns the oldest operating French couture house Lanvin, Italian luxury shoemaker Sergio Rossi, Austrian skinwear specialist Wolford, iconic American womenswear brand St. John Knits |
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| March 23, 2022 |
EX-2.1 Exhibit 2.1 EXECUTION VERSION BUSINESS COMBINATION AGREEMENT by and among PRIMAVERA CAPITAL ACQUISITION CORPORATION, FOSUN FASHION GROUP (CAYMAN) LIMITED, LANVIN GROUP HOLDINGS LIMITED 复朗集团, LANVIN GROUP HERITAGE I LIMITED and LANVIN GROUP HERITAGE II LIMITED dated as of March 23, 2022 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 8 Section 1.1 Definitions 8 Section 1.2 Other Definit |
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| March 23, 2022 |
Exhibit 10.5 INVESTOR RIGHTS AGREEMENT This Investor Rights Agreement (as may be amended, supplemented, modified or varied in accordance with the terms herein, this ?Agreement?) is entered into as of March 23, 2022, by and among Lanvin Group Holdings Limited ????, a Cayman Islands exempted company limited by shares (?PubCo?), Primavera Capital Acquisition Corporation, a Cayman Islands exempted com |
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| March 23, 2022 |
TRANSCRIPT FROM WEBCAST -Page 1-2- Exhibit 99.3 TRANSCRIPT FROM WEBCAST -Page 1-2- FGH: Welcome to the Lanvin Group and Primavera Capital Acquisition Corporation?s investor presentation. I would like to remind everyone that the information discussed today is entirely qualified by the disclaimers in the investor presentation included on the Form 8-K filed today by Lanvin Group and Primavera Capital Acquisition Corporation, which may |
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| March 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 23, 2022 PRIMAVERA CAPITAL ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39915 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| March 23, 2022 |
425 1 d299964d425.htm FORM 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 23, 2022 PRIMAVERA CAPITAL ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39915 N/A (State or oth |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Primavera Capital Acquisition Corporation (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G7255E109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the |
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| February 14, 2022 |
PV / Primavera Capital Acquisition Corp / D. E. SHAW & CO, L.P. - SC 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1) Under the Securities Exchange Act of 1934 Primavera Capital Acquisition Corporation (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G7255E109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the following box to |
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| February 14, 2022 |
EX-99.1 2 tm225573d14ex1.htm EXHIBIT 1 Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually, |
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| February 14, 2022 |
Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Primavera Capital Acquisition Corporation (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7255E 109** (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the |
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| February 14, 2022 |
EX-99.3 4 tm225573d14ex3.htm EXHIBIT 3 Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A |
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| January 28, 2022 |
Exhibit 10.1 Execution Version THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTAN |
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| January 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 2022 PRIMAVERA CAPITAL ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39915 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| January 26, 2022 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No. |
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| January 26, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file |
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| January 26, 2022 |
PRIMAVERA CAPITAL ACQUISITION CORPORATION INDEX TO FINANCIAL STATEMENT Exhibit 99.1 PRIMAVERA CAPITAL ACQUISITION CORPORATION INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Financial Statement: Balance Sheet as of January 26, 2021 (As Restated) F-3 Notes to Financial Statement (As Restated) F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Primavera Capital |
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| December 27, 2021 |
Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. |
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| December 27, 2021 |
PV / Primavera Capital Acquisition Corp / D. E. SHAW & CO, L.P. - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Primavera Capital Acquisition Corporation (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G7255E109 (CUSIP Number) December 14, 2021 (Date of Event Which Requires Filing of this Statement) Check the following box to designate the rule |
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| December 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27, 2021 PRIMAVERA CAPITAL ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39915 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| December 27, 2021 |
Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. |
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| December 27, 2021 |
EX-99.3 4 tm2136148d1ex3.htm EXHIBIT 3 Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A |
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| November 15, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39915 |
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| August 16, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39915 PRIM |
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| July 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No.1) 10-Q/A 1 d177649d10qa.htm FORM 10-Q/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No.1) (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transi |
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| June 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39915 PRIMAVERA CAPITAL ACQ |
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| June 2, 2021 |
8-K 1 dp1521288k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2021 PRIMAVERA CAPITAL ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39915 N/A (State or other |
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| June 2, 2021 |
Primavera Capital Acquisition Corporation Receives Late Filer Notification Letter from NYSE EX-99.1 2 dp152128ex9901.htm EXHIBIT 99.1 Exhibit 99.1 Primavera Capital Acquisition Corporation Receives Late Filer Notification Letter from NYSE Hong Kong – June 2, 2021 – Primavera Capital Acquisition Corporation (the “Company”) announced today that, it received a late filer notification letter (the “Letter”) from the New York Stock Exchange (the “NYSE”) on May 26, 2021, notifying that the Comp |
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| May 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: March 31, 2021 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Perio |
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| March 12, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2021 PRIMAVERA CAPITAL ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39915 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| March 12, 2021 |
EX-99.1 2 dp147654ex9901.htm EXHIBIT 99.1 Exhibit 99.1 Primavera Capital Acquisition Corporation Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing March 15, 2021 Hong Kong – March 12, 2021 – Primavera Capital Acquisition Corporation (the “Company”) announced today that, commencing March 15, 2021, holders of the units sold in the Company’s initial public offering |
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| February 1, 2021 |
PRIMAVERA CAPITAL ACQUISITION CORPORATION INDEX TO FINANCIAL STATEMENT EX-99.1 2 dp145275ex9901.htm FORM 99.1 Exhibit 99.1 PRIMAVERA CAPITAL ACQUISITION CORPORATION INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Financial Statement: Balance Sheet as of January 26, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Primave |
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| February 1, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2021 PRIMAVERA CAPITAL ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39915 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| February 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| January 26, 2021 |
Amended and Restated Memorandum and Articles of Association. EX-3.1 3 dp144800ex0301.htm EXHIBIT 3.1 Exhibit 3.1 THE COMPANIES ACT (2021 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Primavera Capital Acquisition Corporation (adopted by special resolution dated 21 JANUARY 2021 and effective on 21 JANUARY 2021) THE COMPANIES ACT (2021 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY |
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| January 26, 2021 |
Exhibit 4.1 WARRANT AGREEMENT between PRIMAVERA CAPITAL ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 21, 2021, is by and between Primavera Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent |
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| January 26, 2021 |
Indemnity Agreement, dated January 21, 2021, between the Company and Tong Chen. EX-10.6 10 dp144800ex1006.htm EXHIBIT 10.6 Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 21, 2021, by and between Primavera Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Tong Chen (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as |
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| January 26, 2021 |
Exhibit 1.1 36,000,000 Units Primavera Capital Acquisition Corporation UNDERWRITING AGREEMENT January 21, 2021 CREDIT SUISSE SECURITIES (USA) LLC Eleven Madison Avenue, New York, N.Y. 10010-3629 Citigroup Global Markets Inc. 388 Greenwich Street New York, N.Y. 10013 As Representatives of the several Underwriters listed in Schedule I to the Agreement Dear Ladies and Gentlemen: 1. Introductory. Prim |
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| January 26, 2021 |
Exhibit 99.1 Primavera Capital Acquisition Corporation Announces Pricing of Upsized $360 Million Initial Public Offering Hong Kong – January 21, 2021 – Primavera Capital Acquisition Corporation (the “Company”) announced today that it priced its initial public offering of 36,000,000 units at $10.00 per unit. The units are expected to be listed on the New York Stock Exchange (“NYSE”) and trade under |
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| January 26, 2021 |
Indemnity Agreement, dated January 21, 2021, between the Company and Chenling Zhang. EX-10.7 11 dp144800ex1007.htm EXHIBIT 10.7 Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 21, 2021, by and between Primavera Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Chenling Zhang (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporation |
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| January 26, 2021 |
EX-10.10 14 dp144800ex1010.htm EXHIBIT 10.10 Exhibit 10.10 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 21, 2021, by and between Primavera Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Sonia Cheng Chi-Man (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held cor |
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| January 26, 2021 |
Financial Statements and Exhibits, Other Events 8-K 1 dp1448008k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2021 (January 21, 2021) PRIMAVERA CAPITAL ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-399 |
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| January 26, 2021 |
EX-10.1 5 dp144800ex1001.htm EXHIBIT 10.1 Exhibit 10.1 January 21, 2021 Primavera Capital Acquisition Corporation 41/F Gloucester Tower, 15 Queen’s Road Central, Hong Kong Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Prima |
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| January 26, 2021 |
Indemnity Agreement, dated January 21, 2021, between the Company and Teresa Teague. Exhibit 10.9 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 21, 2021, by and between Primavera Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Teresa Teague (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacit |
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| January 26, 2021 |
EX-10.3 7 dp144800ex1003.htm EXHBIT 10.3 Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 21, 2021, is made and entered into by and among Primavera Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Primavera Capital Acquisition LLC, a Cayman Islands limited liability company (the “Sponsor”, t |
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| January 26, 2021 |
EX-10.5 9 dp144800ex1005.htm EXHIBIT 10.5 Exhibit 10.5 SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of January 21, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Primavera Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Primavera Capital Acquisition LLC, a Delaware lim |
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| January 26, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 21, 2021, by and between Primavera Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on |
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| January 26, 2021 |
Indemnity Agreement, dated January 21, 2021, between the Company and Muktesh Pant. EX-10.8 12 dp144800ex1008.htm EXHIBIT 10.8 Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 21, 2021, by and between Primavera Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Muktesh Pant (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations |
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| January 26, 2021 |
EX-10.4 8 dp144800ex1004.htm EXHIBIT 10.4 Exhibit 10.4 Primavera Capital Acquisition Corporation 41/F Gloucester Tower, 15 Queen’s Road Central, Hong Kong January 21, 2021 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) |
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| January 25, 2021 |
Primavera Capital Acquisition Corporation $360,000,000 36,000,000 Units 424B4 1 dp144708424b4.htm FORM 424B4 Filed pursuant to Rule 424(b)(4) Registration Statement No. 333-251917 Primavera Capital Acquisition Corporation $360,000,000 36,000,000 Units Primavera Capital Acquisition Corporation is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquis |
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| January 22, 2021 |
POS EX 1 dp144630posex.htm FORM POSEX As filed with the Securities and Exchange Commission on January 21, 2021 No. 333- 252297 United States Securities and Exchange Commission Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Primavera Capital Acquisition Corporation (Exact name of registrant as specified in its charter) Cayma |
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| January 21, 2021 |
As filed with the Securities and Exchange Commission on January 21, 2021 No. 333- United States Securities and Exchange Commission Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Primavera Capital Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation or organization) 6770 ( |
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| January 20, 2021 |
8-A12B 1 dp1444918a12b.htm FORM 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 PRIMAVERA CAPITAL ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/A (State of Incorporation or Organization) ( |
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| January 19, 2021 |
CORRESP 1 filename1.htm January 19, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Ruairi Regan Re: Primavera Capital Acquisition Corporation Registration Statement on Form S-1 Filed January 6, 2021, as amended File No. 333-251917 Dear Mr. Regan: Pursuant to Rule 461 of the General Rules and Regul |
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| January 19, 2021 |
CORRESP 1 filename1.htm Primavera Capital Acquisition Corporation 41/F Gloucester Tower 15 Queen’s Road Central Hong Kong January 19, 2021 Division of Corporation Finance Office of Real Estate & Construction U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3628 Attn: Mr. Ruairi Regan Ms. Maryse Mills-Apenteng Re: Primavera Capital Acquisition Corporation Registrati |
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| January 15, 2021 |
S-1/A 1 dp144293s1a.htm FORM S-1/A As filed with the U.S. Securities and Exchange Commission on January 15, 2021. Registration No. 333-251917 United States Securities and Exchange Commission Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Primavera Capital Acquisition Corporation (Exact Name of Registrant as Specified in Its Charter) Cayma |
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| January 15, 2021 |
S-1/A 1 dp144410s1a.htm FORM S-1/A As filed with the U.S. Securities and Exchange Commission on January 15, 2021. Registration No. 333-251917 United States Securities and Exchange Commission Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Primavera Capital Acquisition Corporation (Exact Name of Registrant as Specified in Its Charter) Cayma |
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| January 6, 2021 |
EX-10.4 14 dp143843ex1004.htm EXHIBIT 10.4 Exhibit 10.4 SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [•], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Primavera Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Primavera Capital Acquisition LLC, a Delaware limited l |
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| January 6, 2021 |
CORRESP 1 filename1.htm New York Northern California Washington DC São Paulo London Paris Madrid Tokyo Beijing Hong Kong Derek Dostal Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 212 450 4322 tel 212 701 5322 fax [email protected] January 6, 2021 Re: Primavera Capital Acquisition Corp. Draft Registration Statement on Form S-1 Confidentially Submitted November 16, 2020 |
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| January 6, 2021 |
Exhibit 10.7 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”), effective as of July 17, 2020, is made and entered into by and between Primavera Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Michael Collins (the “Buyer”). RECITALS: WHEREAS, the Buyer wishes to subscribe for an aggregate of 8,625,000 Class B ordinary shares |
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| January 6, 2021 |
EX-10.10 20 dp143843ex1010.htm EXHIBIT 10.10 Exhibit 10.10 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this “Agreement”) is entered into as of January 4, 2021, between Primavera Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Primavera Capital Acquisition LLC, a Cayman Islands limited liability company (the “Sponsor”) and the party listed as the |
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| January 6, 2021 |
Memorandum and Articles of Association.* Exhibit 3.1 THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF PRIMAVERA CAPITAL ACQUISITION CORPORATION THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF PRIMAVERA CAPITAL ACQUISITION CORPORATION 1 The name of the Company is Primavera Capital Acquisition Corporatio |
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| January 6, 2021 |
Specimen Ordinary Share Certificate. * EX-4.2 6 dp143843ex0402.htm EXHIBIT 4.2 Exhibit 4.2 NUMBER SHARES PRIMAVERA CAPITAL ACQUISITION CORPORATION INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that is the owner of CUSIP [ ] PRIMAVERA CAPITAL ACQUISITION CORPORATION (THE “COMPANY”) transferable on the register of members of the Company in person or by duly au |
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| January 6, 2021 |
Specimen Warrant Certificate.* EX-4.3 7 dp143843ex0403.htm EXHIBIT 4.3 Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number WARRANTS THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW PRIMAVERA CAPITAL ACQUISITION CORPORATION Incorporated Under the Laws of the Cayman Islands CUSIP [·] Warrant Certificate This Warrant Certificate cer |
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| January 6, 2021 |
Amended and Restated Promissory Note issued to Primavera Capital Acquisition LLC.* Exhibit 10.6 THIS AMENDED AND RESTATED PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBS |
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| January 6, 2021 |
EX-10.8 18 dp143843ex1008.htm EXHIBIT 10.8 Exhibit 10.8 Primavera Capital Acquisition Corporation 41/F Gloucester Tower, 15 Queen’s Road Central, Hong Kong [•], 2021 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the |
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| January 6, 2021 |
Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Primavera Capital Acquisition Corporation of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors |
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| January 6, 2021 |
EX-10.3 13 dp143843ex1003.htm EXHIBIT 10.3 Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among Primavera Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Primavera Capital Acquisition LLC, a Cayman Islands limited liability company (the “Sponsor”, togeth |
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| January 6, 2021 |
EX-14.1 21 dp143843ex1401.htm EXHIBIT 14.1 Exhibit 14.1 Primavera Capital Acquisition Corporation Code of Ethics Adopted [●], 2021 Introduction This Code of Ethics (“Code”) has been adopted by the Board of Directors (the “Board”) of Primavera Capital Acquisition Corporation (together with its subsidiaries, the “Company”) and summarizes the standards that must guide our actions. While covering a wi |
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| January 6, 2021 |
Exhibit 10.5 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Primavera Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unles |
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| January 6, 2021 |
Form of Amended and Restated Memorandum and Articles of Association.* Exhibit 3.2 THE COMPANIES ACT (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Primavera Capital Acquisition Corporation (adopted by special resolution dated [Date] and effective on [date]) THE COMPANIES ACT (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF |
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| January 6, 2021 |
EX-99.2 24 dp143843ex9902.htm EXHIBIT 99.2 Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Primavera Capital Acquisition Corporation of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being n |
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| January 6, 2021 |
Form of Underwriting Agreement.* Exhibit 1.1 30,000,000 Units Primavera Capital Acquisition Corporation UNDERWRITING AGREEMENT [●], 2021 CREDIT SUISSE SECURITIES (USA) LLC Eleven Madison Avenue, New York, N.Y. 10010-3629 Citigroup Global Markets Inc. 388 Greenwich Street New York, N.Y. 10013 As Representatives of the several Underwriters listed in Schedule I to the Agreement Dear Ladies and Gentlemen: 1. Introductory. Primavera C |
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| January 6, 2021 |
EX-10.9 19 dp143843ex1009.htm EXHIBIT 10.9 Exhibit 10.9 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this “Agreement”) is entered into as of January 5, 2021, between Primavera Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Primavera Capital Acquisition LLC, a Cayman Islands limited liability company (the “Sponsor”) and the party listed as the pur |
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| January 6, 2021 |
EX-99.1 23 dp143843ex9901.htm EXHIBIT 99.1 Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Primavera Capital Acquisition Corporation of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being n |
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| January 6, 2021 |
Registration Statement - FORM S-1 S-1 1 dp143843s1.htm FORM S-1 As filed with the U.S. Securities and Exchange Commission on January 6, 2021. Registration No. 333- United States Securities and Exchange Commission Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Primavera Capital Acquisition Corporation (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 6770 N/A (State or ot |
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| January 6, 2021 |
EX-10.2 12 dp143843ex1002.htm EXHIBIT 10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021, by and between Primavera Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the |
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| January 6, 2021 |
EX-10.1 11 dp143843ex1001.htm EXHIBIT 10.1 Exhibit 10.1 [•], 2021 Primavera Capital Acquisition Corporation 41/F Gloucester Tower, 15 Queen’s Road Central, Hong Kong Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Primavera C |
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| January 6, 2021 |
EX-99.3 25 dp143843ex9903.htm EXHIBIT 99.3 Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Primavera Capital Acquisition Corporation of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being n |
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| January 6, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.* EX-4.4 8 dp143843ex0404.htm EXHIBIT 4.4 Exhibit 4.4 WARRANT AGREEMENT between PRIMAVERA CAPITAL ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2021, is by and between Primavera Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New Y |
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| January 6, 2021 |
EX-4.1 5 dp143843ex0401.htm EXHIBIT 4.1 Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS PRIMAVERA CAPITAL ACQUISITION CORPORATION CUSIP [·] UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one |
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| November 16, 2020 |
This is a confidential draft submission to the U.S. Securities and Exchange Commission on November 13 , 2020 and is not being filed under the Securities Act of 1933, as amended. Registration No. 333- United States Securities and Exchange Commission Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Primavera Capital Acquisition Corporation (Exact Name of Regist |
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| July 24, 2020 |
This is a confidential draft submission to the U.S. Securities and Exchange Commission on July 24, 2020 and is not being filed under the Securities Act of 1933, as amended. Registration No. 333- United States Securities and Exchange Commission Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Primavera Capital Acquisition Corporation (Exact Name of Registrant |
