SecProbe.io

December 4, 2025
Jiyang (Ray) Han
Chief Financial Officer
Lanvin Group Holdings Limited
4F, 168 Jiujiang Road
Carlowitz & Co, Huangpu District
Shanghai, 200001, China
Re:Lanvin Group Holdings Limited
Form 20-F for the Fiscal Year Ended December 31, 2024
Filed April 30, 2025
File No. 001-41569
Dear Jiyang (Ray) Han:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
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November 28, 2025

Re:         Lanvin
Group Holdings Limited

Form 20-F Filed on April 30, 2025

File No. 001-41569

Confidential

Ms. Stephany Yang

Ms. Claire Erlanger

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Ladies and Gentlemen:

On behalf of Lanvin Group Holdings Limited,
an exempted company incorporated under the laws of the Cayman Islands (the “Company”), we respectfully submit this
letter in response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
set forth in the Staff’s letter dated September 10, 2025 (the “Comment Letter”) relating to the Company’s
Annual Report on Form 20-F for the fiscal year ended December 31, 2024 (the “Form 20-F”).

The Company respectfully submits that
it will reflect the revisions described below in its future Annual Reports on Form 20-F. For ease of review, we have repeated the Staff’s
comments below in bold, followed by the Company’s responses.

Form 20-F filed April 30, 2025

Item 3. Key Information — Risk Factors

We qualify as an “emerging growth company” …,
page 44

1. We note you disclose that you qualify as an emerging growth company
(“EGC”) and have elected not to opt out of the extended transition period for complying with new or revised accounting standards.
Please be advised that the EGC accounting deferral election is not applicable to IFRS filers and revise your disclosures accordingly in
future filings.

The Company respectfully acknowledges
the Staff’s comment. The Company, as an EGC, prepares its financial statements in accordance with International Financial Reporting
Standards (“IFRS”) as issued by the International Accounting Standards Board and, as an IFRS filer, is not eligible
to elect the extended transition period for complying with new or revised accounting standards available to certain EGCs.

The Company respectfully submits that
it will revise the risk factor disclosure in Item 3 of its future Annual Reports on Form 20-F to remove the statement that the Company
has elected not to opt out of the extended transition period.

Item 15. Controls and Procedures

Management’s Annual Report on Internal Control over Financial
Reporting, page 131

2. Please revise future filings to indicate the framework
used by management to evaluate the effectiveness of your internal controls over financial reporting. Refer to Item 308(a)(2) of Regulation
S-K.

The Company respectfully submits that
it will revise the disclosure under Item 15 of its future Annual Reports on Form 20-F to state that management evaluates the effectiveness
of the Company’s internal control over financial reporting based on the framework in Internal Control—Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

If you have any questions regarding
this letter, please contact Howie Farn of Freshfields at Howie.Farn@freshfields.com.

Thank you again for your time and attention.

  Yours sincerely,

  /s/Freshfields

  Freshfields

cc: Zhen Huang, Chairman

  Andy Lew, Executive President

  Ray Han, Chief Financial
Officer

  Benjamin Dornic, General Counsel

  Lanvin Group Holdings Limited

September 10, 2025
David Chan
Chief Financial Officer
Lanvin Group Holdings Limited
4F, 168 Jiujiang Road
Carlowitz & Co, Huangpu District
Shanghai, 200001, China
Re:Lanvin Group Holdings Limited
Form 20-F for the Fiscal Year Ended December 31, 2024
Filed April 30, 2025
File No. 001-41569
Dear David Chan:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.

September 10, 2025
Page 2
Form 20-F for the Fiscal Year Ended December 31, 2024
Item 3. Key Information
Risk Factors
We qualify as an "emerging growth company"..., page 44
1.We note you disclose that you qualify as an emerging growth company ("EGC") and
have elected not to opt out of the extended transition period for complying with new
or revised accounting standards. Please be advised that the EGC accounting deferral
election is not applicable to IFRS filers and revise your disclosures accordingly in
future filings.
Item 15. Controls and Procedures
Management's Annual Report on Internal Control over Financial Reporting, page 131
2.Please revise future filings to indicate the framework used by management to evaluate
the effectiveness of your internal controls over financial reporting. Refer to Item
308(a)(2) of Regulation S-K.
            In closing, 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 Stephany Yang at 202-551-3167 or Claire Erlanger at 202-551-3301
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

September 19, 2024
David Chan
Chief Financial Officer
Lanvin Group Holdings Ltd
4F, 168 Jiujiang Road
Carlowitz & Co, Huangpu District
Shanghai, 200001, China
Re:Lanvin Group Holdings Ltd
Form 20-F for the Year Ended December 31, 2023
Filed April 30, 2024
File No. 001-41569
Dear David Chan:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
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VIA EDGAR

 Ms. Heather Clark

 Mr. Andrew Blume

United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, NE

 Washington, D.C. 20549

September 13, 2024

Dear Ms. Clark and Mr. Blume,

Re: Lanvin Group Holdings Limited

Form 20-F for the Year Ended December 31,
2023

Filed April 30, 2024

File No. 001-41569

On behalf of Lanvin Group Holdings Limited (the
“Company”), we submit this letter setting forth the responses of the Company to the comments provided by the staff (the “Staff”)
of the Securities and Exchange Commission (the “SEC”) in its third comment letter dated September 6, 2024 (the “Third
Comment Letter”) with respect to the Report on Form 20-F for the fiscal year ended December 31, 2023, filed by the Company
with the SEC via EDGAR on April 30, 2024 (the “Form 20-F”).

The headings and paragraph numbers in this letter
correspond to those contained in the Third Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of
the Staff’s comment in bold below. Capitalized terms used but not defined herein have the meanings given to them in the Form 20-F
and the Company’s previous responses dated September 3, 2024 and August 9, 2024, respectively. All references to page numbers
and captions (other than those in the Staff’s comments and unless otherwise stated) correspond to the page numbers and captions
in the Form 20-F.

Form 20-F for the Year Ended December 31, 2023

Financial Statements

Consolidated statements of changes in equity, page F-7

PARTNERS

Teresa Y
Y Ko Robert S Ashworth Thomas T Y Ng Arun Balasubramanian Simon J Weller*

Grace Y H Huang K Tim Mak Alastair N C Mordaunt* Richard Wang Georgia K Dawson* Edward G Freeman Daniel Anderson

John J H Choong Richard W Bird Daniel J French Richard J Perks Philip Q Li Matthew J O’Callaghan Bing X Guan

Howie C H Farn Xin Liu* Sarah X Su David W Yi

  REGISTERED FOREIGN LAWYERS
  *non-resident

Ninette Dodoo (Belgium)

Client Meeting Suite: 36th Floor, Two Exchange Square, Central, Hong
Kong

2 | 3

 1. We note your response to prior comment 2 and are unclear regarding the role of treasury shares in the transactions. Please tell
us how these transactions qualify as treasury shares under IAS 32.33 and provide any applicable references to accounting literature that
supports the basis for your conclusions.

Response:
In response to the Staff’s comment, the Company respectfully presents the following to better explain the role of treasury shares
in this transaction, which is split into two parts.

Firstly, the Company has issued shares
and increased its share capital under the laws and therefore needs to recognise the share capital associated with the issue of the shares.
Take the transaction on 20 October 2022 as an example:

    Account
    Dr (EUR)
    Cr (EUR)

    Cash and bank balance
    24,021,756

    Other current asset
     1,000,907

    Share capital

    18,569,283

    Other reserves

    6,453,380

Secondly,
the Company respectfully advises the Staff that, as IAS 32.23 sets out “an entity’s contractual obligation to purchase
its own equity instruments gives rise to a financial liability for the present value of the redemption amount even if the obligation to
purchase is conditional on the counterparty exercising a right to redeem (e.g. a written put option that gives the counterparty the right
to sell an entity’s own equity instruments to the entity for a fixed price),” this transaction should be recognised as
a liability for accounting purposes and the obligation to repurchase the Company’s own equity instruments needs to be recognised.
The definition of “repurchase the Company’s own equity instruments” in IAS 32.33 is as follows: “if an entity
reacquires its own equity instruments, those instruments (‘treasury shares’) shall be deducted from equity.” Accordingly,
the liability for the repurchase obligation was recognised by debiting Treasury Shares as a deductible item from equity, which reflects
obligation to repurchase own equity instruments. Take the transaction on 20 October 2022 as an example:

    Account
    Dr (EUR)
    Cr (EUR)

    Treasury shares
    25,022,663

    Other current liability

    25,022,663

In conclusion, the combined effect
of above treatments on the financial statement is the same as the combined effect of Journal Entries #1 and #2 in the Company’s
previous round of response dated September 3, 2024. Further, these treatments do not affect the amount of the Company's net assets,
but merely the division of the different items within equity.

We hope the
foregoing has been responsive to the Staff’s comments. If you have any questions or comments regarding the foregoing, please kindly
contact Howie Farn by phone at + 852 2913 2797 or via email at howie.farn@freshfields.com.

3 | 3

    Yours faithfully

    /s/ Freshfields Bruckhaus Deringer

    Freshfields Bruckhaus Deringer

    cc:

                                      Zhen Huang, Chairman, Lanvin Group Holdings Limited

                                      Eric Chan, Chief Executive Officer, Lanvin Group Holdings Limited

                                      Kat Yu David, Chan, Chief Financial Officer, Lanvin Group Holdings Limited

                                      Roy Cheng, Chief Risk Officer, Lanvin Group Holdings Limited

September 6, 2024
David Chan
Chief Financial Officer
Lanvin Group Holdings Ltd
4F, 168 Jiujiang Road
Carlowitz & Co, Huangpu District
Shanghai, 200001, China
Re:Lanvin Group Holdings Ltd
Form 20-F for the Year Ended December 31, 2023
Filed April 30, 2024
File No. 001-41569
Dear David Chan:
            We have reviewed your September 3, 2024 response to our comment letter and have the
following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless we
note otherwise, any references to prior comments are to comments in our August 20, 2024 letter.
Form 20-F for the Year Ended December 31, 2023
Financial Statements
Consolidated statements of changes in equity, page F-7
1.We note your response to prior comment 2 and are unclear regarding the role of treasury
shares in the transactions. Please tell us how these transactions qualify as treasury shares
under IAS 32.33 and provide any applicable references to accounting literature that
supports the basis for your conclusions.

September 6, 2024
Page 2
            Please contact Heather Clark at 202-551-3624 or Andrew Blume at 202-551-3254 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
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VIA EDGAR

Ms. Heather Clark

Mr. Andrew Blume

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

September 3, 2024

Dear Ms. Clark and Mr. Blume,

    Re:
    Lanvin
    Group Holdings Limited

    Form 20-F
    for the Year Ended December 31, 2023

    Filed
    April 30, 2024

    File
    No. 001-41569

On behalf of Lanvin Group Holdings Limited (the
 “Company”), we submit this letter setting forth the responses of the Company to the comments provided by the staff (the “Staff”)
of the Securities and Exchange Commission (the “SEC”) in its second comment letter dated August 20, 2024 (the “Second
Comment Letter”) with respect to the Report on Form 20-F for the fiscal year ended December 31, 2023, filed by the Company
with the SEC via EDGAR on April 30, 2024 (the “Form 20-F”).

The headings and paragraph numbers in this letter
correspond to those contained in the Second Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of
the Staff’s comments in bold below. Capitalized terms used but not defined herein have the meanings given to them in the Form 20-F
and the Company’s previous response dated August 9, 2024. All references to page numbers and captions (other than those
in the Staff’s comments and unless otherwise stated) correspond to the page numbers and captions in the Form 20-F. The
Company is concurrently filing its Amendment No. 1 to the Form 20-F to address the Staff’s comment in the Second Comment
Letter.

Form 20-F for the Year Ended December 31, 2023

Exhibits 12.1 and 12.2, page 152

 1. Your response to prior comment 6 indicates that intend to make the exhibit revisions in future filings. As originally requested,
please amend your filing to include certifications having all of the prescribed language as set forth in paragraph 12 of the "Instructions
as to Exhibits" of Form 20-F.

PARTNERS

Teresa Y Y Ko Robert S Ashworth Thomas T Y Ng Arun Balasubramanian
Simon J Weller*

Grace Y H Huang K Tim Mak Alastair N C Mordaunt* Richard Wang Georgia K Dawson* Edward G Freeman Daniel Anderson

John J H Choong Richard W Bird Daniel J French Richard J Perks Philip Q Li Matthew J O’Callaghan Bing X Guan

Howie C H Farn Xin Liu* Sarah X Su David W Yi

REGISTERED FOREIGN LAWYERS *non-resident

Ninette Dodoo (Belgium)

Client Meeting Suite: 36th Floor, Two Exchange Square, Central, Hong
Kong

    2/8

Response: In response
to the Staff’s comment, the Company has filed Amendment No. 1 to the Form 20-F to include in the officer certifications
provided in Exhibits 12.1 and 12.2 paragraph 4(b) and the reference to internal control over financial reporting in the introductory
language of paragraph 4.

Financial Statements

Contribution statements of changes in equity page F-7

 2. We note your responses to prior comments 3 and 5 and have the following comments:

 ● Please provide us with each journal entry recorded to account for the Meritz financing fund transactions described in your responses.
Present the journal entries in chronological order with a sufficiently detailed yet straightforward description of each entry. In doing
so, specify the terms of the contract "renegotiation" and clarify when the "closing date" will occur and the transactions
that will occur on such date.

 ● Clarify the timing and amount of each related share issuance and repurchase, including all activity reflected in your treasury share
rollforward. In doing so, explain why these transactions impact treasury shares and why the table in your response to comment 3 reflects
the "Repurchase of Ordinary Shares" as a decrease to treasury shares instead of an increase and the "Issuance of Ordinary
Shares" as an increase to treasury shares instead of a decrease.

Response: In response to the Staff’s
comment, the Company respectfully presents the Staff with the following journal entries recorded to account for the Meritz financing fund
transactions including each related share issuance and repurchase with detailed description. For contract “renegotiation”
clauses and “closing date,” please refer to the description under Journal Entry #10. An explanation of why these transactions
affect treasury shares is provided under Journal Entry #2 to facilitate the Staff’s understanding. For the change of ordinary shares,
please see the description under Journal Entry #2 and #11.

    3/8

Journal Entry #1: October 20, 2022

Description: As disclosed
in 2022 Consolidated Statements page F-60, Note 29, Meritz received certain shares of Fosun Fashion Group (Cayman) Limited (predecessor
of the Company, “FFG”) at a subscription price equal to USD 50,000,000 during the 2022 Meritz Private Placement. Half of
this subscription by Meritz in the amount of EUR 25.02 million (USD 25.00 million) was funded on October 20, 2022. The actual proceeds
received was EUR 24.02 million (USD 24.00 million), the difference of EUR 1 million (USD 1 million) relates to cash dividends paid in
advance, which are recognised in other current assets. This portion of interest is considered as prepaid interest and will be net-off
gradually with the monthly accrued interest expense.

Meritz has contractually claimed
a number of rights under the 2022 Meritz Private Placement in order to mitigate the risk of its investments. The following rights to
which Meritz is entitled are key rights that primarily affect judgements of accounting treatment:

 1) Cash dividend: Meritz is entitled to a cash dividend in the amount of USD 2.0 million per annum for three
years from October 20, 2022. Half of the first-year cash dividend in the amount of USD 1.0 million was paid on that date, with the
remaining USD 1.0 million to be paid six months later. The second and third year’s cash dividends will be paid quarterly.

 2) Put Option Ⅰ: Under the agreement as Meritz holds the Put Option, it can request FFG/the
                                                                Company to repurchase shares in the event of a contingency (the actual controllers cease control of the
                                                                Company, any insolvency event,
                                                                bankruptcy, liquidation or winding up, delisting or suspension of shares, event of default on borrowings).

 3) Put Option Ⅱ: Under the terms, Meritz may request the
                                                                Company or any third party nominated by the
                                                                Company to repurchase
the ordinary shares held by it upon the third anniversary of the investment.

Any of the above rights would
indicate that the Company cannot unconditionally avoid fulfilling a contractual obligation by delivering cash or other financial
assets. The contractual obligation meets the definition of a financial liability in accordance with IAS 32, paragraph 11.

Additionally, Put Option I is a financial
instrument with a contingent settlement clause. According to IAS 32, paragraph 25, this constitutes a financial liability of the issuer
as the issuer has no control over the occurrence of the contingent event. Put Option II constitutes a puttable instrument. According to
IAS 32, paragraph 18, a financial instrument that gives the holder the right to put it back to the issuer for cash or another financial
asset is a financial liability.

Given the Put Option I and Put Option
II have the same repurchase price of 11.5% of the agreed return at the time of exercise, the exercise price of this option is approximately
equal to the main debt instrument. Consequently, the Put Option is closely related to the main debt instrument and is not considered to
be a separate derivative. As the repurchase price is fixed at the agreed return mentioned in the preceding sentence, it is subsequently
measured at amortised cost together with the main debt instrument.

The amount received from Meritz as
a whole is a current financial liability as the Put Option may be exercised at any time.

    Account
    Dr (EUR)
    Cr (EUR)
    Tie – Out

    Cash and bank balance
    24,021,756

    Tie to cash flows — financing activities in 2022 Financial Statements

    Other current asset
     1,000,907

    Other current liability

    25,022,663
    (a)

Journal Entry #2: October 20,
2022

Description: Issuance of 18,569,283 ordinary shares of Euro1.00 each was recognized in Share Capital, the amount of EUR 25,022,663
(equivalent to USD 25,000,000) was recognized in treasury share with the remaining amount recognized in other reserves. Although the transaction
is regarded as a financial liability, since the Company has issued shares, legally the Company has fulfilled the capital increase procedure,
which is equivalent to the issuance of shares and therefore an increase in the share capital, and at the same time it is treated as treasury
shares. In this case, treasury shares are not an asset class account but an allowance for owner's equity, with the debit side indicating
an increase. So, nominally, there has been a transfer of ownership of the shares, and in order to reflect the legal substance of this
transaction, share capital and other reserves are recognised. In substance, however, the transaction is again a financial liability, so
that the full recognition of Treasury Shares ensures that total equity remains unchanged.

    Account
    Dr (EUR)
    Cr (EUR)
    Tie – Out

    Treasury shares
    25,022,663

    Tie to “treasury shares”, “Issued capital” and “Other Reserves” separately in the consolidated statement of changes in equity.

    Share capital

    18,569,283

    Other reserves

     6,453,380

    4/8

Journal Entry #3: December 14, 2022

Description: On
December 14, 2022, after the Company completed its listing through De-SPAC, certain shares of FFG held by Meritz were converted
into 4,999,999 ordinary shares and 1 convertible preferred share of the Company (the “Initial Meritz Shares”). The
Company's par value per share is $0.0001.

    Account
    Dr (EUR)
    Cr (EUR)
    Tie – Out

    Share capital - FFG
    18,569,283

    Included in the line item “Issuance of ordinary shares upon Reverse Recapitalization” in the Consolidated Statement of Changes in Equity for 2022.

    Other reserves - FFG
     6,453,380

    Share
    capital - the Company

     5

    Other reserves - the Company

     25,022,658

Journal Entry #4: October 20 to December 31,
2022

Description: Under the
agreement, the repurchase price is a return calculated at 11.5 % and since the return rate is fixed, the financial liability is measured
at amortised cost and amortised at the effective interest rate. Interest is accrued monthly at amortised cost with an effective interest
rate. Till December 31, 2022, EUR 449,777 interest has been accrued which should be net-off against other current asset (prepaid
interest) recognized initially.

    Account
    Dr (EUR)
    Cr (EUR)
    Tie – Out

    Finance cost - interest expenses
     449,777

    Included in the line item “Interest expense on borrowings” in Note 11 - Finance costs in 2022.

    Other current asset

     449,777

Journal Entry #5: December 31, 2022

Description: Exchange gains and losses are
calculated at the end of the year.

    Account
    Dr (EUR)
    Cr (EUR)
    Tie – Out

    Finance cost - exchange gain/loss

     1,503,549
    Included in the line item “Net foreign exchange gains” in Note 11 - Finance costs in 2022.

    Other current liability
     1,503,549

    (a)

    5/8

Journal Entry #6: April 17, 2023

Description: Remaining
half of the Meritz Investment in the amount of EUR 22.76 million (USD 25.00 million) was funded on April 17, 2023.

    Account
    Dr (EUR)
    Cr (EUR)
    Tie – Out

    Cash and bank balance
     22,756,160

    (b)

    Other current liability

     22,756,160
    (a)

Journal Entry #7: May 2023

Description: A second
cash dividend in the amount of EUR 0.93 million (USD 1.00 million) was paid to Meritz under the agreement. Please see the description
in Journal Entry #1 for details of the cash dividend agreement.

    Account
    Dr (EUR)
    Cr (EUR)
    Tie – Out

    Other current asset
     931,659

    Cash and bank balance

     931,659

Journal Entry #8: January 1 to December 14,
2023

Description: Interest
is accrued monthly at amortised cost with an effective interest rate. Till December 14, 2023, interest accrued amounted to EUR 5,516,873,
of which EUR 1,489,810 should be offset against other current assets.

    Account
    Dr (EUR)
    Cr (EUR)
    Tie – Out

    Finance cost - interest expenses
      5,516,873

    Included in the line item “Interest expense on borrowings” in Note 11 - Finance costs in 2023.

    Other current liability

      4,027,063
    (a)

    Other current asset

    1,489,810

Journal Entry #9: December 14, 2023

Description: Exchange
gains and losses are calculated as of 14 December 2023.

    Account
    Dr (EUR)
    Cr (EUR)
    Tie – Out

    Finance cost - exchange gain/loss
     1,317,828

    Included in the line item “Net foreign exchange losses” in Note 11 - Finance costs in 2023.

    Other current liability

     1,317,828
    (a)

    6/8

Journal Entry #10: December 14, 2023

Description: During the second half of 2023, the Company negotiated with Meritz under the terms agreed upon during the 2022 Meritz Private Placement.
As a result, the Company consummated both the  share buyback and subscription agreement with Meritz
 (the “Meritz SBSA”) and amended and restated relationship agreement  on December 14, 2023
(the “Closing Date”). On the Closing Date,  pursuant to the
terms of the Meritz SBSA, the following transactions occurred:

 ● Meritz sold and surrendered, and the Company repurchased from Meritz the Initial Meritz Shares for a price equal to EUR 51,620,165 (USD 54,473,260).

 ● Immediately thereafter, Meritz agreed to subscribe for, and the Company issued 19,050,381 ordinary shares
par value $0.000001 of the Company to Meritz at a total subscription price equal to EUR 65,405,133 (USD 69,473,260). The total subscription
price for the first installment was equal to the repurchase amount of EUR 51,620,165 (USD 54,473,260), and for the second installment
was EUR 13,784,968 (USD 15,000,000). The subscription price for the first installment will fully offset the repurchase price and the subscription
price for the second installment was funded to the Company.

The main terms of the above
 “renegotiation” contract are consistent with the previous 2022 Meritz Private Placement including three specified terms
mentioned in Journal Entry #1. Accordingly, there is no change for the accounting treatment. The financing fund is still measured as
financial liabilities. The original payables, together with the newly granted EUR 13,784,968 (USD 15,000,000) should be recognized
in other current liability.

    Account
    Dr (EUR)
    Cr (EUR)
    Tie – Out

    Other current liability- original
      51,620,165

    Equivalent
to the sum of

                                                                                (a) above

    Cash and bank balance
     13,784,968

    (b)

    Other current liability- new grant

    51,620,165

    Other current liability- new grant

     13,784,968

Journal Entry #11: December 14,
2023

Description: As a result
of consummation of the Meritz SBSA  on December 14, 2023 discussed above, the Company first repurchased the Initial Meritz Shares held by Meritz, for a price of USD 54,473,260. The previously recognised treasury shares, share capital
and other reserves were reversed accordingly. The newly subscribed ordinary shares under the Meritz SBSA, totaling EUR 65,405,133 (USD 69,473,260), was recognised as treasury shares, share capital and other reserves which
is the same as the treatment in Journal Entry #2.

    Account

August 20, 2024
David Chan
Chief Financial Officer
Lanvin Group Holdings Ltd
4F, 168 Jiujiang Road
Carlowitz & Co, Huangpu District
Shanghai, 200001, China
Re:Lanvin Group Holdings Ltd
Form 20-F for the Year Ended December 31, 2023
Filed April 30, 2024
File No. 001-41569
Dear David Chan:
            We have reviewed your August 9, 2024 response to our comment letter and have the
following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless we
note otherwise, any references to prior comments are to comments in our July 2, 2024 letter.
Form 20-F for the Year Ended December 31, 2023
Exhibits 12.1 and 12.2, page 152
1.Your response to prior comment 6 indicates that intend to make the exhibit revisions in
future filings. As originally requested, please amend your filing to include certifications
having all of the prescribed language as set forth in paragraph 12 of the "Instructions as to
Exhibits" of Form 20-F.
Financial Statements
Consolidated statements of changes in equity, page F-7
We note your responses to prior comments 3 and 5 and have the following comments:

Please provide us with each journal entry recorded to account for the Meritz financing
fund transactions described in your responses. Present the journal entries in •2.

August 20, 2024
Page 2
chronological order with a sufficiently detailed yet straightforward description of
each entry. In doing so, specify the terms of the contract "renegotiation" and clarify
when the "closing date" will occur and the transactions that will occur on such date.

•Clarify the timing and amount of each related share issuance and repurchase,
including all activity reflected in your treasury share rollforward. In doing so,
explain why these transactions impact treasury shares and why the table in your
response to comment 3 reflects the "Repurchase of Ordinary Shares" as a decrease to
treasury shares instead of an increase and the "Issuance of Ordinary Shares" as an
increase to treasury shares instead of a decrease.
            Please contact Heather Clark at 202-551-3624 or Andrew Blume at 202-551-3254 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

    VIA EDGAR

    Ms. Heather Clark

    Mr. Andrew Blume

    United States Securities
    and Exchange Commission

    Division of Corporation
    Finance

    Office of Manufacturing

    100 F Street, NE

    Washington, D.C.
20549

August 9, 2024

Dear Ms. Clark and Mr. Blume,

Re: Lanvin Group Holdings Limited

Form 20-F for the Year Ended December 31,
2023

Filed April 30, 2024

File No. 001-41569

On behalf of Lanvin Group Holdings Limited (the
 “Company”), we submit this letter setting forth the responses of the Company to the comments provided by the staff (the “Staff”)
of the Securities and Exchange Commission (the “SEC”) in its comment letter dated July 2, 2024 (the “Comment Letter”)
with respect to the Report on Form 20-F for the fiscal year ended December 31, 2023, filed by the Company with the SEC via EDGAR
on April 30, 2024 (the “Form 20-F”).

The headings and paragraph numbers in this letter
correspond to those contained in the Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s
comments in bold below. Capitalized terms used but not defined herein have the meanings given to them in the Form 20-F. All references
to page numbers and captions (other than those in the Staff’s comments and unless otherwise stated) correspond to the page numbers
and captions in the Form 20-F.

Form 20-F for the Year Ended December 31, 2023

Operating and Financial Review and Prospects Results of Operations, page 78

 1. We note your disclosure on page 79 that the "percentage contribution of...sales incentives, rebates and sales discount
is zero." Please tell us and revise your disclosures to clarify what this statement means.

Response:
The Company respectfully advises the Staff that this statement was intended to convey that there were no sales incentives, rebates
or sales discounts applied during the reporting period. The Company further respectfully submits that this disclosure is clear in
its current form as it indicates that these factors did not contribute to the Company’s revenue. However, if the Staff
believes additional clarification is desirable, the Company will revise the disclosure in future filings to ensure it meets the
Staff’s specifications.

PARTNERS

Teresa
Y Y Ko Robert S Ashworth Thomas T Y Ng Arun Balasubramanian Simon J Weller*

Grace Y H Huang K Tim Mak Alastair N C Mordaunt* Richard Wang Georgia K Dawson* Edward G Freeman

John J H Choong Richard W Bird Daniel J French Richard J Perks Philip Q Li Matthew J O’Callaghan Bing X Guan

Howie C H Farn Sarah X Su David W Yi

    REGISTERED FOREIGN LAWYERS
    *non-resident

Xin Liu (New York, USA)

Client Meeting Suite: 36th
Floor, Two Exchange Square, Central, Hong Kong

Non-IFRS Financial Measures

Contribution profit and contribution profit margin, page 106

 2. We note your non-IFRS adjustment for "marketing and selling expenses" in the calculation of contribution profit and contribution
profit margin on both a consolidated and segment basis. Considering these expenses appear to represent normal and recurring operating
expenses necessary to run your business, please tell us how you determined this adjustment was appropriate. If you believe the adjustment
is in compliance with non-GAAP rules, please advise. Refer to Question 100.01 of the Non-GAAP Financial Measures Compliance and Disclosure
Interpretations.

Response:
In response to the Staff’s comment, the Company respectfully advises the Staff that, prior to preparing and including any non-IFRS
measures in its Form 20-F, it reviewed the requirements of Rule 100(b) of Regulation G and the guidance in the Compliance
and Disclosure Interpretations, including Question 100.01. The Company has further reviewed the rule and related guidance, and based
upon such review, does not believe that the adjustments for “marketing and selling expenses” violate Rule 100(b) of
Regulation G. The non-IFRS financial measures that adjust for “marketing and selling expenses,” when considered with the information
and other accompanying discussion of the Company’s IFRS and non-IFRS financial measures, do not contain an untrue statement of a
material fact nor omit a material fact necessary in order to make the presentation of its non-IFRS financial measures, in light of the
circumstances in which they are presented, not misleading.

The Company acknowledges that
 “marketing and selling expenses” are normal and recurring operating expenses that are necessary to operate its business.
The Company respectfully advises the Staff that the presentation of contribution profit and contribution profit margin provides
valuable insight into the Company’s business and performance, particularly in understanding the impact of its variable costs.
By focusing on contribution profit, which subtracts the main variable expenses (selling and marketing expenses) from gross profit,
the Company offers a view into its marginal profitability. This measure helps investors assess how efficiently the Company is
managing its variable costs relative to its revenue. Importantly, the Company is not excluding these normal recurring expenses from
non-IFRS measures that are most directly comparable to net income under IFRS. Contribution profit as used by the Company is more
directly comparable to gross profit, rather than net income.

The Company respectfully advises that
Staff that, as described in the Form 20-F, contribution profit is defined as net revenues less the cost of sales and selling and
marketing expenses, which constitutes the majority of the Company’s variable costs. Below contribution profit, the main expenses
are general administrative expenses and other operating expenses (which include foreign exchange gains or losses and impairment losses),
representing the main fixed expenses. Contribution profit margin equals contribution profit divided by revenue. As the Company continues
to improve the management of its portfolio brands, the Company believes it can achieve greater economy of scale across the different brands
by maintaining the fixed expenses at a lower level as a proportion of revenue. As a result, contribution profit margin as a key indicator
of profitability at the group level as well as the portfolio brand level, is meaningful for investors to understand how the Company has
scaled its business and evaluate the Company’s ability to achieve profitability.

The
Company further respectfully advises the Staff that its treatment of "marketing and selling expenses" in its presentation
of non-IFRS measures in the Form 20-F is reflective of how management views and operates the Company’s business. The Company’s
management focuses on how fixed expenses and revenue vary from period to period, and the relationship between its fixed expenses and revenue,
and contribution profit and contribution profit margin provide a comparable metric that facilitates management’s ability to identify
operational trends, make decisions regarding future spending, resource allocation, and other operational decisions. The Company has presented
these metrics to enable investors to see the Company’s business through management’s eyes.

Finally, the Company respectfully advises
the Staff that it believes this adjustment is in compliance with non-GAAP rules. The Company will provide additional clarification in
future filings to ensure it aligns with the guidance in Question 100.01 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

Financial Statements

Consolidated statements of changes in equity, page F-7

 3. Please tell us and revise your disclosures to clearly disclose the nature of the items included within the “capital injection
from shareholders” line item for each period presented. In doing so, specify where the transactions are classified within your statement
of cash flows and clarify if you have presented any items on a net cash basis. As an example, it appears the $40.4 million amount for
fiscal 2023 may represent the $65.4 million issuance of shares net of the $25 million repurchase of shares disclosed in the table on page F-63,
but it is unclear how these amounts result in no change to total equity on your statement of changes in equity and where the transactions
are classified in your statement of cash flows.

Response:
In response to the Staff’s comment, the Company respectfully advises the Staff that the Company believes its current disclosure
aligns with IFRS 1.106 and accurately reflects these transactions. The nature of the items included within the “capital injection
from shareholders” line item for each period presented is disclosed in Note 29 Share Capital.

The Company respectfully proposes,
in future filings, it will disaggregate the “capital injection from shareholders” in the Consolidated Statement of Changes
in Equity to a level that better informs investors of the nature of each transaction and ensure that the amounts reconcile to the Company’s
equity disclosures in the financial statement footnotes. A draft of the Company’s proposed Consolidated Statement of Changes in
Equity is presented below. The Company respectfully notes to the Staff that this disclosure is presented for the year ended December 31,
2023, and will be presented for all required periods in our future filings.

Consolidated statements of changes in equity

    Attributable to owners of the Company
    Non-

controlling

 interests
    Total

 equity

    (Euro thousands)
    Issued

 capital
    Treasury

 shares
    Other

Reserves

    Accumulated

 losses
    Total

    Balance at January 1, 2023
      *
      (25,023 )
      762,961
      (442,618 )
      295,320
      5,486
      300,806

    Comprehensive loss

    Loss for the year
      -
      -
      -
      (129,313 )
      (129,313 )
      (16,940 )
      (146,253 )

    Currency translation difference
      -
      -
      3,333
      -
      3,333
      776
      4,109

    Net actuarial losses from defined benefit plans
      -
      -
      (761 )
      -
      (761 )
      (490 )
      (1,251 )

    Total comprehensive loss
      -
      -
      2,572
      (129,313 )
      (126,741 )
      (16,654 )
      (143,395 )

    Transactions with owners

    Repurchase of Ordinary Shares
      *
      25,023
      (25,023 )
      -
      -
      -
      -

    Issuance of Ordinary Shares
      *
      (65,405 )
      65,405
      -
      -
      -
      -

    Capital injection from shareholders

    Employee share-based compensation
      -
      -
      2,749
      -
      2,749
      -
      2,749

    Capital contribution from non-controlling interests
      -
      -
      -
      -
      -
      5,645
      5,645

    Changes in ownership interest in a subsidiary without change of control
      -
      -
      (1,987 )
      -
      (1,987 )
      1,810
      (177 )

    Total transactions with owners
      *
      (40,382 )
      41,144
      -
      762
      7,455
      8,217

    Balance at December 31, 2023
      *
      (65,405 )
      806,677
      (571,931 )
      169,341
      (3,713 )
      165,628

Changes in 2021

The Company's investors invested in
it, resulting in an increase of €50,091 thousand in the “Issued Capital” and €67,124 thousand in the “Other
Reserves.” This led to a total increase in equity of €117,215 thousand. This was disclosed in “Capital injection from
shareholders” in 2021 Consolidated Statement of Changes in Equity.

Of this amount, €25,035 thousand
was attributable to the conversion of debt to investors into equity. Consequently, the remaining €92,180 thousand was disclosed in
2021 Consolidated Statements of Cash Flows under “Proceeds from Shareholders’ Capital Injection”.

Changes in 2022

As disclosed in 2022 Consolidated Statements
page F-60, Note 29, pursuant to Meritz private placement subscription agreement, Meritz received certain shares at a subscription
price equal to US$50,000 thousand. First half of that subscription price totaling €24,022 thousand (US$25,000 thousand) was recorded
in 2022 Consolidated Statements of Cash Flows under “Proceeds from Financing Funds.”

This transaction is recognized as a
financial liability as stated in question 5. Since Meritz was registered in the shareholders' register, in order to reflect the legal
substance, the issued capital, other reserve and treasury share were accounted for in the amount of €18,569 thousand, €6,454
thousand and negative €25,023 thousand, respectively. This was reflected in “Capital injection from shareholders” in
2022 Consolidated Statement of Changes in Equity. On December 14, 2022, the Company completed the De-SPAC transaction, which resulted
in a conversion of Meritz's held shares. Following the conversion, the issued capital, other reserves and treasury share changed to less
than €1,000, €25,023 thousand and negative €25,023 thousand respectively. This conversion, together with the entire Reverse
Recapitalization transaction, was accounted for as “Issuance of Ordinary Shares upon Reverse Recapitalization, net of issuance costs”
in 2022 Consolidated Statement of Changes in Equity.

Changes in 2023

Second
half of Meritz's subscription price totaling €22,756 thousand (US$25,000 thousand) was received and accounted. In addition, after
the renegotiation of the agreement, the total subscription price paid by Meritz, according to the revised agreement, amounted to €65,405
(US$69,473 thousand). The first tranche's total subscription price equaled the repurchase amount paid to Meritz at the end of the original
contract, which was €51,620 thousand (US$54,473 thousand). On the closing date, the repurchase price will offset the entire first
tranche subscription price, which is a non-cash transaction. The additional tranche subscription price of €13,785 thousand (US$15,000
thousand) was received and accounted. Therefore, the total "Proceeds from Financing Fund" for 2023 cash flow statement amounted
to €36,541 thousand.

Due to the renegotiation of the contract
in 2023, the other reserves (€25,023 thousand), treasury share (negative €25,023 thousand) and issued capital (less than €1,000)
that were recognized in 2022 were fully reversed. According to the terms of the new contract signed in 2023, the issued capital, other
reserves and treasury share were accounted for in amount of less than €1,000, €65,405 thousand and negative €65,405 thousand
respectively. These were disclosed in separate line items in 2023 Consolidated Financial Statement Note 29. The net effect of these two
transactions on equity was an increase in other reserve and treasury share by €40,382 thousand respectively as disclosed in “Capital
injection from shareholders” in 2023 Consolidated Statement of Changes in Equity.

    6 | 8

Revenue, page F-37

 4. We note your disclosure that you generate revenue primarily from the sale of products and from fees for royalties and licenses.
We further note your disclosure on page F-23 that you recognize revenues from services. Please tell us and revise your disclosures
to clarify where the service and royalty and license revenues are classified within the revenue by sales channel table. Also quantify
revenues for each product and service pursuant to IFRS 8.32.

Response:
In response to the Staff’s comment, the Company respectfully advises the Staff that its revenue is primarily generated from the
sale of products, and the revenues from services are not significant and are currently included within “Other.” The Company
believes this current classification provides an accurate reflection of its revenue streams. The Company respectfully proposes to revise
in future filings by adding a note under “Other” to mention “other revenues mainly include royalties and certain sales
of old season products” to avoid any ambiguity under IFRS 8.32.

Other current liabilities, page F-59

 5. Please address the following comments related to your "financing fund" arrangement with Meritz Securities Co., Ltd

CORRESP
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CORRESP

 VIA EDGAR

Ms. Heather Clark

 Mr. Andrew Blume

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Manufacturing

 100 F Street,
NE

 Washington, D.C. 20549

 July 24, 2024

Dear Ms. Clark and Mr. Blume,

Re:
 Lanvin Group Holdings Ltd

Form 20-F for the Year Ended December 31, 2023

Filed April 30, 2024

File No. 001-41569

Reference is made to the comment letter (the “Comment Letter”) dated July 2, 2024 from the staff (the “Staff”) of the
Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) with respect to the Report on Form 20-F for the fiscal year ended December 31, 2023, filed by Lanvin
Group Holdings Limited (the “Company”) with the SEC via EDGAR on April 30, 2024.

 In order to consider and fully respond to all of
the comments raised by the Staff in the Comment Letter, the Company believes that it will require additional time beyond the ten business days referred to in the Comment Letter. Accordingly, the Company respectfully requests an extension of the time
to respond to the Comment Letter until August 9, 2024.

 We are grateful for the Staff’s time and assistance in this matter. If you have any
further comments or questions, please contact Howie Farn by phone at + 852 2913 2797 or via email at howie.farn@freshfields.com.

 PARTNERS

Teresa Y Y Ko Robert S Ashworth Calvin C S Lai Thomas T Y Ng Arun Balasubramanian Simon J Weller* Grace Y H Huang K Tim Mak Alastair N C Mordaunt* Richard Wang
Georgia K Dawson* Edward G Freeman John J H Choong Richard W Bird Daniel J French Richard J Perks Philip Q Li Matthew J O’Callaghan Bing X Guan Howie C H Farn Sarah X Su David W Yi

REGISTERED FOREIGN LAWYERS

 *  non-resident

Xin Liu (New York, USA)

 Client Meeting Suite: 36th Floor, Two
Exchange Square, Central, Hong Kong

 2|2

Yours faithfully

/s/ Freshfields Bruckhaus Deringer

Freshfields Bruckhaus Deringer

 cc:

 Zhen Huang,
Chairman, Lanvin Group Holdings Limited

 Eric Chan, Chief Executive Officer, Lanvin Group Holdings Limited

Kat Yu David Chan, Chief Financial Officer, Lanvin Group Holdings Limited

Roy Cheng, Chief Risk Officer, Lanvin Group Holdings Limited

July 2, 2024
David Chan
Chief Financial Officer
Lanvin Group Holdings Ltd
4F, 168 Jiujiang Road
Carlowitz & Co, Huangpu District
Shanghai, 200001, China
Re:Lanvin Group Holdings Ltd
Form 20-F for the Year Ended December 31, 2023
Filed April 30, 2024
File No. 001-41569
Dear David Chan:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 20-F for the Year Ended December 31, 2023
Operating and Financial Review and Prospects
Results of Operations, page 78
1.We note your disclosure on page 79 that the "percentage contribution of...sales incentives,
rebates and sales discount is zero." Please tell us and revise your disclosures to clarify
what this statement means.
Non-IFRS Financial Measures
Contribution profit and contribution profit margin, page 106
We note your non-IFRS adjustment for "marketing and selling expenses" in the
calculation of contribution profit and contribution profit margin on both a consolidated
and segment basis. Considering these expenses appear to represent normal and recurring
operating expenses necessary to run your business, please tell us how you determined
this adjustment was appropriate. If you believe the adjustment is in compliance with non-2.

July 2, 2024
Page 2
GAAP rules, please advise. Refer to Question 100.01 of the Non-GAAP Financial
Measures Compliance and Disclosure Interpretations.
Financial Statements
Consolidated statements of changes in equity, page F-7
3.Please tell us and revise your disclosures to clearly disclose the nature of the items
included within the “capital injection from shareholders” line item for each period
presented. In doing so, specify where the transactions are classified within your statement
of cash flows and clarify if you have presented any items on a net cash basis. As an
example, it appears the $40.4 million amount for fiscal 2023 may represent the $65.4
million issuance of shares net of the $25 million repurchase of shares disclosed in the
table on page F-63, but it is unclear how these amounts result in no change to total equity
on your statement of changes in equity and where the transactions are classified in your
statement of cash flows.
8. Revenue, page F-39
4.We note your disclosure that you generate revenue primarily from the sale of products and
from fees for royalties and licenses. We further note your disclosure on page F-23 that
you recognize revenues from services. Please tell us and revise your disclosures to clarify
where the service and royalty and license revenues are classified within the revenue by
sales channel table. Also quantify revenues for each product and service pursuant to IFRS
8.32.
28. Other current liabilities, page F-59
5.Please address the following comments related to your "financing fund" arrangement with
Meritz Securities Co., Ltd ("Meritz"):

•Clearly summarize for us the nature and business purpose of each material
agreement, transaction, and/or financial instrument related to the financing fund. In
doing so, clarify why Meritz is separately selling and "immediately thereafter"
agreeing to repurchase your shares.

•Clearly summarize how the individual transactions impacted your financial
statements, if at all, including the impact on your statements of cash flows and
changes in equity.  Ensure you address the put rights held by Meritz, the repurchase
of the convertible preference share and approximately 5 million ordinary shares for
$54.4 million, and the subscription of approximately 19 million shares at a price of
$69.5 million.

•Tell us the specific IFRS guidance, where applicable, that supports your accounting
treatment for the preceding transactions, particularly regarding the put rights held by
Meritz.

July 2, 2024
Page 3
Exhibits 12.1 and 12.2, page 152
6.We note that your Exhibit 12.1 and 12.2 officer certifications exclude the language of
paragraph 4(b) and the introductory language in paragraph 4 regarding responsibilities for
establishing and maintaining internal control over financial reporting and the associated
design objectives for which certification is required. Please amend your filing to include
certifications having all of the prescribed language as set forth in paragraph 12 of the
"Instructions as to Exhibits" of Form 20-F.
            In closing, 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 Heather Clark at 202-551-3624 or Andrew Blume at 202-551-3254 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

CORRESP

 Lanvin Group Holdings Limited

4F, 168 Jiujiang Road

Carlowitz & Co, Huangpu District

Shanghai, 200001, China

January 22, 2024

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division
of Corporation Finance

 Office of Manufacturing

 100 F
Street, N.E.

 Washington, D.C. 20549

 Attention:
Mr. Eranga Dias

Re:
 Lanvin Group Holdings Limited (CIK No. 0001922097)

Registration Statement on
Form F-3 (File No. 333-276476)

 Ladies and
Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Lanvin Group Holdings Limited (the “Company”)
hereby requests acceleration by the Securities and Exchange Commission of the effective date of the above-referenced Registration Statement on Form F-3, as amended (the “Registration
Statement”), so that the Registration Statement may become effective at 10:00 a.m., Eastern Standard Time, on January 24, 2024, or as soon thereafter as practicable. In this regard, the Company is aware of its obligations under the
Securities Act.

 If you have any questions regarding this filing, please contact Howie Farn of Freshfields Bruckhaus Deringer by phone at
+852 2913 2797 or via email at howie.farn@freshfields.com.

 Cc:

Zhen Huang, Chairman and Director, Lanvin Group Holdings Limited

Eric Chan, Chief Executive Officer, Lanvin Group Holdings Limited

Roy Cheng, Chief Risk Officer, Lanvin Group Holdings Limited

Howie Farn, Partner, Freshfields Bruckhaus Deringer

[Signature page follows]

Very truly yours,

Lanvin Group Holdings Limited

By:

 /s/ Kat Yu David Chan

Name:

Kat Yu David Chan

Title:

Chief Financial Officer

 [Signature Page to
Acceleration Request Letter]

United States securities and exchange commission logo
January 17, 2024
Eric Chan
Chief Executive Officer
Lanvin Group Holdings Ltd
4F, 168 Jiujiang Road
Carlowitz & Co, Huangpu District
Shanghai, 200001, China
Re:Lanvin Group Holdings Ltd
Registration Statement on Form F-3
Filed January 12, 2024
File No. 333-276476
Dear Eric Chan:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Eranga Dias at 202-551-8107 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

CORRESP

 VIA EDGAR

Ms. Erin Donahue

 Mr. Bradley Ecker

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Manufacturing

 100 F Street,
NE

 Washington, D.C. 20549

 October 16, 2023

Dear Ms. Donahue and Mr. Ecker:

Re:
 Lanvin Group Holdings Ltd

 
 Post-Effective Amendment No. 3 to Registration Statement on Form
F-1

 
 Filed September 15, 2023

 
 File No. 333-269150

On behalf of Lanvin Group Holdings Limited (the “Company”), we submit this letter setting forth the responses of the Company to the comments
provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated September 28, 2023 (the “Comment Letter”) with respect to the Post-Effective Amendment
No. 2 to Registration Statement on Form F-1 filed with the Commission on September 15, 2023 (the “Post-Effective Amendment No.2”). Concurrently with the filing of this letter, the Company
has filed Post-Effective Amendment No. 3 to the Registration Statement on Form F-1 (“Post-Effective Amendment No.3”) through EDGAR.

The headings and paragraph numbers in this letter correspond to those contained in the Comment Letter and, to facilitate the Staff’s review, we have
reproduced the text of the Staff’s comments in bold below. Capitalized terms used but not defined herein have the meanings given to them in the Post-Effective Amendment No.3. All references to page numbers and captions (other than those in the
Staff’s comments and unless otherwise stated) correspond to the page numbers and captions in Post-Effective Amendment No.3.

 PARTNERS

Teresa Y Y Ko Robert S Ashworth Calvin C S Lai Thomas T Y Ng Arun Balasubramanian Simon J Weller* Grace Y H Huang K Tim Mak Alastair N C Mordaunt* Richard Wang
Georgia K Dawson* Edward G Freeman John J H Choong Richard W Bird Daniel J French Richard J Perks Philip Q Li Matthew J O’Callaghan Bing X Guan Howie C H Farn Sarah X Su David W Yi

 REGISTERED FOREIGN LAWYERS

 *non-resident

 Xin Liu (New York, USA)

Client Meeting Suite: 36th Floor, Two Exchange Square, Central, Hong Kong

 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.

 Response: In
response to the Staff’s comment, the Company has revised the disclosure on the cover page, page 4, pages 7-8, pages 31-32 and page 46 of the Post-Effective
Amendment No.3.

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.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 8 and 34 of the Post-Effective
Amendment No.3.

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.

 Response: In response to the Staff’s comment, the Company
has revised the disclosure on pages 8 and 34 of the Post-Effective Amendment No.3. The Company respectfully advises the Staff that it did not obtain an opinion of counsel in making its determination. The determination was made based on the
Company’s own assessment.

 If you have any questions regarding the Post-Effective Amendment No.3, please contact Howie Farn by phone at + 852 2913
2797 or via email at howie.farn@freshfields.com.

 2 | 3

 Yours faithfully

/s/ Freshfields Bruckhaus Deringer

Freshfields Bruckhaus Deringer

 cc:

Yun Cheng, Chairman and Chief Executive Officer, Lanvin Group Holdings Limited

Kat Yu David Chan, Chief Financial Officer, Lanvin Group Holdings Limited

Roy Cheng, Chief Risk Officer, Lanvin Group Holdings Limited

 3 | 3

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

 FirstName LastNameYun Cheng
 Comapany NameLanvin Group Holdings Ltd
 September 28, 2023 Page 2
 FirstName LastName
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.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
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CORRESP

 March 30, 2023

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 Office of Manufacturing

100 F Street, N.E.

 Washington, D.C. 20549

Attention:

 Mr. Eranga Dias

Mr. Evan Ewing

Re:
 Lanvin Group Holdings Ltd

Registration Statement on Form F-1

File No. 333-269150

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Lanvin Group Holdings Limited (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 4:00 p.m.,
Washington, D.C. time, on March 31, 2023, or as soon as possible thereafter. In this regard, the Company is aware of its obligations under the Securities Act.

If you have any questions regarding this filing, please contact Howie Farn of Freshfields Bruckhaus Deringer by phone at + 852 2913 2797 or
via email at howie.farn@freshfields.com.

 Cc:

 Kat Yu David
Chan, Chief Financial Officer, Lanvin Group Holdings Limited

 Roy Cheng, Chief Risk Officer, Lanvin Group Holdings Limited

Howie Farn, Freshfields Bruckhaus Deringer

[Signature Page Follows]

Very truly yours,

Lanvin Group Holding Limited

By:

 /s/ Yun Cheng

Name:

Yun Cheng

Title:

Chairman and Chief Executive Officer

 [Signature Page to Acceleration Request Letter]

CORRESP
1
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CORRESP

 VIA EDGAR

Mr. Eranga Dias

 Mr. Evan Ewing

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Manufacturing

 100 F Street,
NE

 Washington, D.C. 20549

 March 24, 2023

Dear Messrs. Dias and Ewing:

Re:

Lanvin Group Holdings Ltd

Amendment No. 2 to Registration Statement on Form F-1

Filed February 24, 2023

File No. 333-269150

 On behalf of Lanvin Group Holdings Limited (the “Company”), we submit this letter setting forth the responses of the
Company to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated March 8, 2023 (the “Comment Letter”) with respect to Amendment
No. 2 to Registration Statement on Form F-1 filed with the Commission on February 24, 2023 (the “Registration Statement”). Concurrently with the filing of this letter, the Company has filed
Amendment No. 3 to the Registration Statement on Form F-1 (“Amended Registration Statement”) through EDGAR.

The headings and paragraph numbers in this letter correspond to those contained in the Comment Letter and, to facilitate the Staff’s review, we have
reproduced the text of the Staff’s comments in bold below. Capitalized terms used but not defined herein have the meanings given to them in the Amended Registration Statement. All references to page numbers and captions (other than those in the
Staff’s comments and unless otherwise stated) correspond to the page numbers and captions in the Amended Registration Statement.

 Amendment
No. 2 to Registration Statement on Form F-1

 Preliminary Unaudited Revenues for the Year
ended December 31, 2022, page 6

1.
 We note that you disclose preliminary revenues for the year ended December 31, 2022
without providing any additional financial information. Since providing a single preliminary financial measure may not provide investors appropriate context, please revise your disclosure to provide additional quantitative information for fiscal
year 2022. For example, if you disclose preliminary revenues for fiscal year 2022, you should also disclose preliminary net income (loss) or operating income (loss) for fiscal year 2022.

PARTNERS

 Teresa Y Y Ko Robert S Ashworth Calvin C S Lai Thomas T
Y Ng Arun Balasubramanian Simon J Weller* Grace Y H Huang K Tim Mak Alastair N C Mordaunt* Richard Wang Georgia K Dawson* Edward G Freeman John J H Choong Richard W Bird Daniel J French Richard J Perks Philip Q Li Matthew J O’Callaghan Bing X
Guan Howie C H Farn Sarah X Su David W Yi

REGISTERED FOREIGN LAWYERS

*non-resident

 Xin Liu (New York, USA)

 Client
Meeting Suite: 36th Floor, Two Exchange Square, Central, Hong Kong

 Response: In response to the Staff’s comment, the Company has revised the disclosure on
page 8 of the Amended Registration Statement to disclose the preliminary results of the cost of sales, marketing and selling expenses as well as general and administrative expenses for 2022, which the Company believes provides investors appropriate
context. As the Company is still in the process of completing its audit of the financial statements for 2022, net income (loss) or operating income (loss) is currently not available with reasonable certainty.

If you have any questions regarding the Amended Registration Statement, please contact Howie Farn by phone at + 852 2913 2797 or via email at
howie.farn@freshfields.com.

Yours faithfully

 /s/ Freshfields Bruckhaus Deringer

Freshfields Bruckhaus Deringer

 cc:

 Yun Cheng, Chairman
and Chief Executive Officer, Lanvin Group Holdings Limited

 Kat Yu David Chan, Chief Financial Officer, Lanvin Group Holdings Limited

Roy Cheng, Chief Risk Officer, Lanvin Group Holdings Limited

United States securities and exchange commission logo
March 8, 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
Amendment No. 2 to Registration Statement on Form F-1
Filed February 24, 2023
File No. 333-269150
Dear David Chan:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our February 1, 2023 letter.
Amendment No. 2 to Registration Statement on Form F-1
Preliminary Unaudited Revenues for the Year ended December 31, 2022, page 6
1.We note that you disclose preliminary revenues for the year ended December 31, 2022
without providing any additional financial information. Since providing a single
preliminary financial measure may not provide investors appropriate context, please revise
your disclosure to provide additional quantitative information for fiscal year 2022. For
example, if you disclose preliminary revenues for fiscal year 2022, you should also
disclose preliminary net income (loss) or operating income (loss) for fiscal year 2022.
            Please contact Eranga Dias at 202-551-8107 or Evan Ewing at 202-551-5920 with any

 FirstName LastNameDavid Chan
 Comapany NameLanvin Group Holdings Ltd
 March 8, 2023 Page 2
 FirstName LastName
David Chan
Lanvin Group Holdings Ltd
March 8, 2023
Page 2
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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CORRESP

 VIA EDGAR

Mr. Eranga Dias

 Mr. Evan Ewing

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Trade & Services

 100
F Street, NE

 Washington, D.C. 20549

 February 9, 2023

Dear Messrs. Dias and Ewing:

Re:

Lanvin Group Holdings Ltd

Registration Statement on Form F-1

Filed January 6, 2023

File No. 333-269150

 On behalf of Lanvin Group Holdings Limited (the “Company”), we submit this letter setting forth the responses of the
Company to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated February 1, 2023 (the “Comment Letter”) with respect to the
Registration Statement on Form F-1 filed with the Commission on January 6, 2023 (the “Registration Statement”). Concurrently with the filing of this letter, the Company has filed Amendment
No. 1 to the Registration Statement on Form F-1 (“Amended Registration Statement”) through EDGAR.

The headings and paragraph numbers in this letter correspond to those contained in the Comment Letter and, to facilitate the Staff’s review, we have
reproduced the text of the Staff’s comments in bold below. Capitalized terms used but not defined herein have the meanings given to them in the Amended Registration Statement. All references to page numbers and captions (other than those in the
Staff’s comments and unless otherwise stated) correspond to the page numbers and captions in Amended Registration Statement.

 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 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.

 PARTNERS

Teresa Y Y Ko Robert S Ashworth Calvin C S Lai Thomas T Y Ng Arun Balasubramanian Simon J Weller* Grace Y H Huang K Tim Mak Alastair N C Mordaunt* Richard Wang
Georgia K Dawson* Edward G Freeman John J H Choong Richard W Bird Daniel J French Richard J Perks Philip Q Li Matthew J O’Callaghan Bing X Guan Howie C H Farn Sarah X Su David W Yi

 REGISTERED FOREIGN LAWYERS

 *non-resident

Xin Liu (New York, USA)

 Client Meeting Suite: 36th Floor, Two
Exchange Square, Central, Hong Kong

 Response: The Company respectfully advises the Staff that the Company’s operations are
conducted in various jurisdictions, a portion of which is in China, and further advises the Staff that the Company does not use any variable interest entities. The Company believes that the current risk disclosure highlighted on the prospectus cover
page and in the prospectus summary adequately informs investors of the legal and operational risks associated with operating in China. Nevertheless, in response to the Staff’s comment, the Company has revised the disclosure on the cover page,
pages 9-11 (Summary) and page 34 (Risk Factors) of the Amended Registration Statement.

 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.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 104-105 of the Amended Registration
Statement.

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.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 105 of the Amended Registration Statement.

 Compensation of Directors and Executive Officers, page 156

4.
 Please update your compensation disclosure to reflect the fiscal year ended December 31, 2022.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on page 159 of the Amended
Registration Statement.

 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.

 Response: In
response to the Staff’s comment, the Company is filing with Amended Registration Statement the revised opinions as Exhibit 5.1 and Exhibit 5.2.

 If
you have any questions regarding the Amended Registration Statement, please contact Howie Farn by phone at + 852 2913 2797 or via email at howie.farn@freshfields.com.

Yours faithfully

/s/ Freshfields Bruckhaus Deringer

Freshfields Bruckhaus Deringer

 cc:

 Yun Cheng, Chairman
and Chief Executive Officer, Lanvin Group Holdings Limited

 Kat Yu David Chan, Chief Financial Officer, Lanvin Group Holdings Limited

Roy Cheng, Chief Risk Officer, Lanvin Group Holdings Limited

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

 FirstName LastNameDavid Chan
 Comapany NameLanvin Group Holdings Ltd
 February 1, 2023 Page 2
 FirstName LastNameDavid Chan
Lanvin Group Holdings Ltd
February 1, 2023
Page 2
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.

 FirstName LastNameDavid Chan
 Comapany NameLanvin Group Holdings Ltd
 February 1, 2023 Page 3
 FirstName LastName
David Chan
Lanvin Group Holdings Ltd
February 1, 2023
Page 3
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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Company's Acceleration Letter

 Lanvin Group Holdings Limited

3701-02, Tower S2, Bund Finance Center

600 Zhongshan Rd East No.2,

Shanghai, 2000010, China

 November
1, 2022

 VIA EDGAR

 United States Securities
and Exchange Commission

 Division of Corporation Finance

 100
F Street, N.E.

 Washington, D.C. 20549

 Attention: Charles
Eastman / Hugh West / Bradley Ecker / Erin Purnell

Re:
 Lanvin Group Holdings Limited (the “Company”)

Registration Statement on Form F-4

Originally Filed July 11, 2022

File No. 333-266095

Dear Sirs / Madams:

 Pursuant to Rule 461(a)
under the Securities Act of 1933, as amended (the “Act”), the Company hereby respectfully requests that the effective date of the Company’s Registration Statement on Form F-4 (File No. 333-266095) be accelerated by the Securities and Exchange Commission to 03:00 p.m. Washington D.C. time on November 3, 2022 or as soon as practicable thereafter. In making this acceleration request, the
Company acknowledges that it is aware of its responsibilities under the Act.

 We request that we be notified of such effectiveness by a
telephone call to Joseph E. Bauerschmidt, at +65 6512 6066 of DLA Piper Singapore Pte. Ltd., or if he is unavailable, Shang Hsiu Koo, at +83 138 18366202 of the Company, and we request that such effectiveness also be confirmed in writing.

[Signature page follows]

 Very truly yours,

 Lanvin Group Holdings Limited

 By:

 /s/ Yun Cheng

 Name:

Yun Cheng

 Title:

Sole Director and Chief Executive Officer

cc:

CORRESP
1
filename1.htm

CORRESP

 DLA Piper Singapore Pte. Ltd.

 80 Raffles
Place

 #48-01 UOB Plaza 1

Singapore 048624

 T: +65 6512 9595

F: +65 6512 9500

 dlapiper.com

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Charles Eastman/ Hugh West
/ Bradley Ecker / Erin Purnell

 VIA EDGAR

September 27, 2022

 Dear Sirs / Madams,

Re:
 Lanvin Group Holdings Limited

 Amendment No.2 to Registration Statement on Form F-4

 Filed on September 9, 2022

 File No. 333-266095

On behalf of Lanvin Group Holdings Limited (the “Company”), we submit this letter setting forth the responses of the Company
to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated September 21, 2022 (the “Comment Letter”) with
respect to Amendment No.2 to the Registration Statement on Form F-4 filed with the Commission on September 9, 2022 (“Amendment No.2”). Concurrently with the filing of this
letter, the Company has filed Amendment No. 3 to the Registration Statement on Form F-4 (“Amendment No. 3”) through EDGAR.

The headings and paragraph numbers in this letter correspond to those contained in the Comment Letter and, to facilitate the Staff’s
review, we have reproduced the text of the Staff’s comments in bold below. Capitalized terms used but not defined herein have the meanings given to them in the Registration Statement. All references to page numbers and captions (other than
those in the Staff’s comments and unless otherwise stated) correspond to the page numbers and captions in Amendment No. 3.

 General

1.
 We note your response to our prior comment 1. Please revise the applicable disclosure on your cover page and
page 26 to ensure that the disclosure is consistent with the disclosure you provide on page 124.

 Response: The Company has
revised the disclosures on the cover page and page 26 of Amendment No.3 in response to the Staff’s comment. The Company wishes to supplementally advise the Staff that the Company has also revised page 124 of Amendment No.3. As the SOP Agreement
is not published, the Company is aware of certain discrepancies in the press releases published by the PCAOB and the regulators in China. Accordingly, the Company has deleted the following disclosure to ensure consistency of the disclosure regarding
the SOP Agreement across the Registration Statement: “The SOP Agreement provides, among other terms, that the PCAOB has sole discretion to: (i) select the firms, audit engagements and potential violations it inspects and
investigates; (ii) view complete audit work papers with all information included according to the procedures in place; and (iii) conduct interviews and take testimonies from all personnel associated with the
audit.” The Company also believes that this is in line with disclosures made by other registrants in respect of the SOP Agreement.

 A foreign law firm registered in Singapore (Reg. No
200404750D).

 DLA Piper Singapore Pte. Ltd. is a law firm and part of DLA Piper, a global law firm, operating through various separate and distinct
legal entities.

 A list of offices and regulatory information can be found at dlapiper.com

Singapore Switchboard

 +65 6512 9595

 DLA Piper Singapore Pte. Ltd.

 80
Raffles Place

 #48-01 UOB Plaza 1

Singapore 048624

 T: +65 6512 9595

F: +65 6512 9500

 dlapiper.com

 Certain Unaudited Lanvin Group Prospective Financial Information, page 150

2.
 We note your response to our prior comment 3 and your amended disclosure on page 153 that the financial
projections of the potential new investments “were based on management accounts and projections provided by the sellers, as adjusted by Lanvin Group based on its analysis and findings during the due diligence process.” Please expand to
describe what adjustments Lanvin Group made to the financial projections and the basis for such adjustments.

 Response: The
Company acknowledges the Staff’s comment and has revised the disclosures on page 153 in Amendment No.3.

 Comparative Share Information, page
263

3.
 We note your response to our prior comment 6. Please revise your table to include sufficient descriptions of
the amounts, sources, and holders of securities that are both included and excluded from the table, including what scenarios the table assumes. In this regard, we note that the “Maximum Redemption Scenario” includes 19,452,157 shares
redeemed of 45,000,000 shares outstanding, and that the Sponsor and Directors will hold 8,830,000 PCAC Class B Ordinary Shares of 11,014,375 PCAC Class B Ordinary Shares held by the sponsor.

Response: The Company has revised the disclosures on page 263 of Amendment No.3 in response to the Staff’s comment.

Please contact Joseph E. Bauerschmidt of DLA Piper at +65 6512-6066 or Shang Hsiu Koo at
+86-138-18366202 of the Company should you have any questions or require further information.

Yours faithfully,

 /s/ DLA Piper Singapore Pte. Ltd.

 DLA Piper Singapore Pte. Ltd.

United States securities and exchange commission logo
September 21, 2022
Shang Koo
Chief Financial Officer
Lanvin Group Holdings Ltd
3701-02, Tower S2, Bund Finance Center
600 Zhongshan Rd East No.2
Shanghai, 200010, China
Re:Lanvin Group Holdings Ltd
Amendment No. 2 to Registration Statement on Form F-4
Filed on September 9, 2022
File No. 333-266095
Dear Mr. Koo:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our September 1, 2022 letter.
Amendment No. 2 to Form F-4 filed September 9, 2022
General
1.We note your response to our prior comment 1. Please revise the applicable disclosure on
your cover page and page 26 to ensure that the disclosure is consistent with the disclosure
you provide on page 124.
Certain Unaudited Lanvin Group Prospective Financial Information, page 150
2.We note your response to our prior comment 3 and your amended disclosure on page 153
that the financial projections of the potential new investments "were based on
management accounts and projections provided by the sellers, as adjusted by Lanvin

 FirstName LastNameShang Koo
 Comapany NameLanvin Group Holdings Ltd
 September 21, 2022 Page 2
 FirstName LastName
Shang Koo
Lanvin Group Holdings Ltd
September 21, 2022
Page 2
Group based on its analysis and findings during the due diligence process." Please expand
to describe what adjustments Lanvin Group made to the financial projections and the basis
for such adjustments.
Comparative Share Information, page 263
3.We note your response to our prior comment 6. Please revise your table to include
sufficient descriptions of the amounts, sources, and holders of securities that are both
included and excluded from the table, including what scenarios the table assumes. In this
regard, we note that the "Maximum Redemption Scenario" includes 19,452,157 shares
redeemed of 45,000,000 shares outstanding, and that the Sponsor and Directors will hold
8,830,000 PCAC Class B Ordinary Shares of 11,014,375 PCAC Class B Ordinary Shares
held by the sponsor.
            You may contact Charles Eastman at (202) 551-3794 or Hugh West at (202) 551-3872 if
you have questions regarding comments on the financial statements and related matters. Please
contact Bradley Ecker at (202) 551-4985 or Erin Purnell at (202) 551-3454 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

CORRESP

 DLA Piper Singapore Pte. Ltd.

 80 Raffles
Place

 #48-01 UOB Plaza 1

Singapore 048624

 T: +65 6512 9595

F: +65 6512 9500

 dlapiper.com

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Charles Eastman/ Hugh West
/ Bradley Ecker / Erin Purnell

 VIA EDGAR

September 9, 2022

 Dear Sirs / Madams,

Re:
 Lanvin Group Holdings Limited

Amendment No.1 to Registration Statement on Form F-4

Filed on August 19, 2022

File No. 333-266095

On behalf of Lanvin Group Holdings Limited (the “Company”), we submit this letter setting forth the responses of the Company
to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated September 1, 2022 (the “Comment Letter”) with
respect to Amendment No.1 to the Registration Statement on Form F-4 filed with the Commission on August 19, 2022 (“Amendment No.1”). Concurrently with the filing of this
letter, the Company has filed Amendment No. 2 to the Registration Statement on Form F-4 (“Amendment No. 2”) through EDGAR.

The headings and paragraph numbers in this letter correspond to those contained in the Comment Letter and, to facilitate the Staff’s
review, we have reproduced the text of the Staff’s comments in bold below. Capitalized terms used but not defined herein have the meanings given to them in the Registration Statement. All references to page numbers and captions (other than
those in the Staff’s comments and unless otherwise stated) correspond to the page numbers and captions in Amendment No. 2.

 General

1.
 Please provide a factual update on your cover page, prospectus summary, and risk factors to disclose the
agreement reached between the PCAOB and the CSRC on August 26, 2022.

 Response: The Company has revised the disclosures
on the cover page, pages 26 and 124 of Amendment No.2 in response to the Staff’s comment.

 Summary of the Proxy Statement/Prospectus, page 6

2.
 We note your response to our prior comment 10. Quantify any cash flows and transfers of other assets by type
that have occurred between the holding company and its subsidiaries and direction of transfer. Quantify any dividends or distributions that a subsidiary has made to the holding company and which entity made such transfer, and their tax consequences.
Similarly quantify dividends or distributions made to U.S. investors, the source, and their tax consequences. Your disclosure should make clear if no transfers, dividends, or distributions have been made to date.

A foreign law firm registered in Singapore (Reg. No 200404750D).

DLA Piper Singapore Pte. Ltd. is a law firm and part of DLA Piper, a global law firm, operating through various separate and distinct legal entities.

 A list of offices and regulatory information can be found at dlapiper.com

Singapore Switchboard

 +65 6512 9595

 DLA Piper Singapore Pte. Ltd.

 80 Raffles
Place

 #48-01 UOB Plaza 1

Singapore 048624

 T: +65 6512 9595

F: +65 6512 9500

 dlapiper.com

 Response: The Company has revised the disclosure on page 28 of Amendment No.2 in response to the
Staff’s comment.

 Certain Unaudited Lanvin Group Prospective Financial Information, page 150

3.
 We note your response to our prior comment 19 and your amended disclosure on page 153. Please expand your
disclosure to provide a more comprehensive discussion as to why you believe the potential new investments will contribute the pro forma data you project. Disclose whether such potential new investments included in your projected data provided the
projected financial information to you or whether the financial forecasts were created by you for purposes of this registration statement.

Response: The Company acknowledges the Staff’s comment and has revised the disclosures on page 153 in Amendment No.2.

Results by Segment, page 249

4.
 We not your response to our prior comment 23. Regarding the Contribution profit and Contribution profit
margin, it does not appear you provided the disclosures required by Item 10(e)(1)(i) of Regulation S-K. Among other items, these requirements include a reconciliation of the
non-IFRS measures to the most directly comparable financial measures presented in accordance with IFRS and also require a statement disclosing the reasons why management believes the presentation of the non-IFRS measures provide useful information to investors. Please revise as necessary.

Response: The Company has revised the disclosure on page 259 of Amendment No.2 in response to the Staff’s comment.

5.
 We note your response to our prior comment 24 and that you have expanded the use of “gross profit
before inventory impairment” (a non-IFRS measure) to all of your segments. It is not clear to us how you have addressed our comment in its entirety; therefore, we are reissuing our comment. Please revise
to remove this measure or explain why this measure is appropriate and provide all of the disclosures required by Item 10(e)(1)(i) of Regulation S-K.

Response: The Company has removed this measure from pages 240, 247 – 252 and 259 of Amendment No.2 in response to the Staff’s comment.

Comparative Share Data, page 266

6.
 We note your response to our prior comment 12. Please revise your table to show the potential impact of
redemptions on the per share value of the shares owned by non-redeeming shareholders at each of the redemption levels you provide.

Response: The Company has revised the disclosure on page 263 of Amendment No.2 in response to the Staff’s comment.

 DLA Piper Singapore Pte. Ltd.

 80 Raffles
Place

 #48-01 UOB Plaza 1

Singapore 048624

 T: +65 6512 9595

F: +65 6512 9500

 dlapiper.com

 Please contact Joseph E. Bauerschmidt of DLA Piper at +65 6512-6066 or Shang Hsiu Koo at +86-138-18366202 of the Company should you have any questions or require further information.

Yours faithfully,

 /s/ DLA Piper Singapore Pte. Ltd.

 DLA Piper Singapore Pte. Ltd.

United States securities and exchange commission logo
September 1, 2022
Shang Koo
Chief Financial Officer
Lanvin Group Holdings Ltd
3701-02, Tower S2, Bund Finance Center
600 Zhongshan Rd East No.2
Shanghai, 200010, China
Re:Lanvin Group Holdings Ltd
Amendment No. 1 to Registration Statement on Form F-4
Filed on August 19, 2022
File No. 333-266095
Dear Mr. Koo:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 5, 2022 letter.
Amendment No. 1 to Form F-4 filed August 19, 2022
General
1.Please provide a factual update on your cover page, prospectus summary, and risk factors
to disclose the agreement reached between the PCAOB and the CSRC on August 26,
2022.
Summary of the Proxy Statement/Prospectus, page 6
2.We note your response to our prior comment 10. Quantify any cash flows and transfers of
other assets by type that have occurred between the holding company and its subsidiaries
and direction of transfer. Quantify any dividends or distributions that a subsidiary has

 FirstName LastNameShang Koo
 Comapany NameLanvin Group Holdings Ltd
 September 1, 2022 Page 2
 FirstName LastName
Shang Koo
Lanvin Group Holdings Ltd
September 1, 2022
Page 2
made to the holding company and which entity made such transfer, and their tax
consequences. Similarly quantify dividends or distributions made to U.S. investors, the
source, and their tax consequences. Your disclosure should make clear if no transfers,
dividends, or distributions have been made to date.
Certain Unaudited Lanvin Group Prospective Financial Information, page 150
3.We note your response to our prior comment 19 and your amended disclosure on page
153. Please expand your disclosure to provide a more comprehensive discussion as to why
you believe the potential new investments will contribute the pro forma data you project.
Disclose whether such potential new investments included in your projected data provided
the projected financial information to you or whether the financial forecasts were created
by you for purposes of this registration statement.
Results by Segment, page 249
4.We not your response to our prior comment 23.  Regarding the Contribution profit and
Contribution profit margin, it does not appear you provided the disclosures required by
Item 10(e)(1)(i) of Regulation S-K.  Among other items, these requirements include a
reconciliation of the non-IFRS measures to the most directly comparable financial
measures presented in accordance with IFRS and also require a statement disclosing the
reasons why management believes the presentation of the non-IFRS measures provide
useful information to investors.  Please revise as necessary.
5.We note your response to our prior comment 24 and that you have expanded the use of
"gross profit before inventory impairment" (a non-IFRS measure) to all of your segments.
 It is not clear to us how you have addressed our comment in its entirety; therefore, we are
reissuing our comment. Please revise to remove this measure or explain why this measure
is appropriate and provide all of the disclosures required by Item 10(e)(1)(i) of
Regulation S-K.
Comparative Share Data, page 266
6.We note your response to our prior comment 12. Please revise your table to show the
potential impact of redemptions on the per share value of the shares owned by non-
redeeming shareholders at each of the redemption levels you provide.

 FirstName LastNameShang Koo
 Comapany NameLanvin Group Holdings Ltd
 September 1, 2022 Page 3
 FirstName LastName
Shang Koo
Lanvin Group Holdings Ltd
September 1, 2022
Page 3
            You may contact Charles Eastman at (202) 551-3794 or Hugh West at (202) 551-3872 if
you have questions regarding comments on the financial statements and related matters. Please
contact Bradley Ecker at (202) 551-4985 or Erin Purnell at (202) 551-3454 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

CORRESP

 DLA Piper Singapore Pte. Ltd.

80 Raffles Place

 #48-01
UOB Plaza 1

 Singapore 048624

 T: +65 6512 9595

F: +65 6512 9500

 dlapiper.com

 United States Securities and Exchange Commission

Division of Corporate Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Charles Eastman/ Hugh West
/ Bradley Ecker / Erin Purnell

 August 18, 2022

Dear Sirs / Madams,

Re:
 Lanvin Group Holdings Limited

Registration Statement on Form F-4

Filed July 11, 2022

File No. 333-266095

On behalf of Lanvin Group Holdings Limited (the “Company”), we submit this letter setting forth the responses of the Company
to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated August 5, 2022 (the “Comment Letter”) with respect
to the Registration Statement on Form F-4 filed with the Commission on July 11, 2022 (the “Registration Statement”). Concurrently with the filing of this letter, the
Company has filed Amendment No. 1 to the Registration Statement on Form F-4 (“Amendment No. 1”) through EDGAR.

The headings and paragraph numbers in this letter correspond to those contained in the Comment Letter and, to facilitate the Staff’s
review, we have reproduced the text of the Staff’s comments in bold below. Capitalized terms used but not defined herein have the meanings given to them in the Registration Statement. All references to page numbers and captions (other than
those in the Staff’s comments and unless otherwise stated) correspond to the page numbers and captions in Amendment No. 1.

 General

1.
 With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial
ties with a non-U.S. person. Please also tell us whether anyone or any entity associated with or otherwise involved in the transaction, is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you
may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the
consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless.

A foreign law firm registered in Singapore (Reg. No 200404750D).

DLA Piper Singapore Pte. Ltd. is a law firm and part of DLA Piper, a global law firm, operating through various separate and distinct legal entities.

 A list of offices and regulatory information can be found at dlapiper.com

Singapore Switchboard

 +65 6512 9595

 DLA Piper Singapore Pte. Ltd.

80 Raffles Place

 #48-01 UOB Plaza 1

Singapore 048624

 T: +65 6512 9595

F: +65 6512 9500

 dlapiper.com

 Response: The Company has revised the disclosures on pages 110 and 126 of Amendment No.1 in response
to the Staff’s comment.

2.
 Where applicable, please clearly and prominently disclose the benefits to the Sponsor and its affiliates in
executing the Forward Purchase Agreement, including whether and to what extent these agreements ensure that the business combination will be approved, that there is a sufficient amount of cash in the SPAC’s trust account, and/or that the
benefits to the Sponsor if the agreement ensures completion of the business combination. Additionally, please file these agreements as exhibits to your registration statement.

Response: The Company has revised the disclosure on pages 279 and 280 of Amendment No.1 in response to the Staff’s comment. Additionally, the
Company is filing the Forward Purchase Agreements as exhibits to Amendment No.1.

3.
 Please quantify the aggregate dollar amount and describe the nature of what the sponsor and its affiliates
have at risk that depends on completion of a business combination. Include the current value of securities held, loans extended, fees due, and out-of-pocket expenses for
which the sponsor and its affiliates are awaiting reimbursement. Provide similar disclosure for the company’s officers and directors, if material.

Response: The Company has revised the disclosures on pages 18 to 20 and 157 to 159 of Amendment No.1 to disclose the aggregate dollar amount and
describe the nature of what the Sponsor and its affiliates have at risk that depends on completion of a business combination in response to the Staff’s comment.

4.
 Please highlight the risk that the sponsor will benefit from the completion of a business combination and
may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate.

Response: The Company respectfully notes that the disclosures in the section entitled “The Business Combination Proposal — Interests of PCAC
Directors and Officers in the Business Combination” contains information responsive to the Staff’s comment. As summarized in the response to Comment 3, the Company has supplemented the disclosures thereunder to highlight the risk that the
Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate, and has also revised the
disclosures on pages 113 to 115 of Amendment No.1.

5.
 We note that certain shareholders agreed to waive their redemption rights. Please describe any consideration
provided in exchange for this agreement.

 Response: The Company acknowledges the Staff’s comment, and directs the
Staff’s attention to the section entitled “The Business Combination Proposal — Interests of PCAC Directors and Officers in the Business Combination,” which discloses that the Sponsor and PCAC’s directors and officers have
agreed not to redeem any of the Founder Shares and public shares held by them in connection with a shareholder vote to approve a proposed initial business combination, and without any separate consideration provided by PCAC for such agreement. As
indicated in the response to Comment 2, the Company has also revised the disclosure on pages 279 and 280 of Amendment No.1 to disclose that the Forward Purchase Investors have agreed to waive their redemption rights with respect to the Founder
Shares held by them without any separate consideration provided by PCAC for such agreement.

 DLA Piper Singapore Pte. Ltd.

80 Raffles Place

 #48-01 UOB Plaza 1

Singapore 048624

 T: +65 6512 9595

F: +65 6512 9500

 dlapiper.com

6.
 Please disclose whether and how your business segments, products, lines of service, projects, or operations
are materially impacted by supply chain disruptions. For example, discuss whether you have or expect to:

•

 suspend the production, purchase, sale or maintenance of certain items due to a lack of raw materials;
inventory shortages; closed factories or stores; reduced headcount; or delayed projects;

•

 experience labor shortages that impact your business;

•

 experience cybersecurity attacks in your supply chain;

•

 experience higher costs due to constrained capacity or increased commodity prices or challenges sourcing
materials;

•

 experience surges or declines in consumer demand for which you are unable to adequately adjust your supply;

•

 be unable to supply products at competitive prices or at all due to export restrictions, sanctions, tariffs,
trade barriers, or political or trade tensions among countries; or

•

 be exposed to supply chain risk in light of Russia’s invasion of Ukraine.

Explain whether and how you have undertaken efforts to mitigate the impact and where possible quantify the impact to your business.

Response: The Company acknowledges the Staff’s comment and has revised the disclosures in pages 216, 218, 219, 220, 221, 229, 230 and 240 of
Amendment No.1.

7.
 Disclosure in your prospectus as to the use of proceeds of the business combination appears to be
inconsistent. For example, on page 52 you disclose that proceeds from the business combination will be “used by LGHL for working capital and general corporate purposes,” and on page 153 you disclose that “proceeds generated from the
Business Combination and PIPE investments and other available financing sources towards the potential new investments.” Please revise or advise.

Response: The Company has revised the wording on page 50 of Amendment No.1 in response to the Staff’s comment.

Cover Page

8.
 We note your disclosure that your auditor is subject to the determinations announced by the PCAOB on
December 16, 2021, please disclose on your cover page, prospectus summary, and applicable risk factors that you expect to be identified by the Commission under the HFCAA. Disclose whether you have been provisionally or conclusively identified
and the impact this may have on your ability to continue to offer your securities.

 Response: The Company has revised the
disclosures in response to the Staff’s comments on the cover page and pages 26 and 125.

 FREQUENTLY USED TERMS, page 2

9.
 Revise your definition of “China” and the “PRC” to include Hong Kong and Macau.

 Response: The Company has revised the definition of “China” and the “PRC” in response to the
Staff’s comments on page 2 of Amendment No.1.

 DLA Piper Singapore Pte. Ltd.

80 Raffles Place

 #48-01 UOB Plaza 1

Singapore 048624

 T: +65 6512 9595

F: +65 6512 9500

 dlapiper.com

 Summary of the Proxy Statement/Prospectus, page 6

10.
 Provide a clear description of how cash is transferred through your organization. Disclose your intentions
to distribute earnings or settle amounts owed under your agreements. Quantify any cash flows and transfers of other assets by type that have occurred between the holding company and its subsidiaries and direction of transfer. Quantify any dividends
or distributions that a subsidiary has made to the holding company and which entity made such transfer, and their tax consequences. Similarly quantify dividends or distributions made to U.S. investors, the source, and their tax consequences. Your
disclosure should make clear if no transfers, dividends, or distributions have been made to date.

 Describe any
restrictions on foreign exchange and your ability to transfer cash between entities, across borders, and to U.S. investors.

Describe any restrictions and limitations on your ability to distribute earnings from the company, including your subsidiaries, to the
parent company and U.S. investors as well as the ability to settle amounts owed under your agreements.

 Response: The Company
has revised the disclosure in pages 27 and 28 of Amendment No.1 in response to the Staff’s comment.

 Summary Risk Factors, page 23

11.
 Please revise your Summary Risk Factors so that it does not exceed two pages in length. Please refer to Item
3 of Form F-4 and Item 105(b) of Regulation S-K. Questions and Answers about the Proposals, page 51.

Response: The Company has revised the Summary Risk Factors in response to the Staff’s comments on pages 23 to 26 of Amendment No.1.

12.
 Revise your disclosure to show the potential impact of redemptions on the per share value of the shares
owned by non-redeeming shareholders by including a sensitivity analysis showing a range of redemption scenarios, including minimum, maximum and interim redemption levels.

Response: The Company has revised included the disclosures in pages 52, 266 and 278 of Amendment No.1 in response to the Staff’s comment.

 Unaudited Pro Forma Condensed Combined Statement of Profit or Loss, page 75

13.
 We note you have presented two years of unaudited pro forma condensed combined statements of profit or loss.
Please clarify how this complies with Regulation S-X Rule 11-02(c)(2)(i).

Response: The Company acknowledges the Staff’s comment and has revised the presentation on pages 66 to 78 of Amendment No.1.

Risk Factors, page 84

14.
 Given the Chinese government’s significant oversight and discretion over the conduct of your business,
please revise to highlight separately the risk that the Chinese government may intervene or influence your operations at any time, which could result in a material change in your operations and/or the value of the securities you are registering.
Also, given recent statements by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, acknowledge the risk that any such action
could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

 DLA Piper Singapore Pte. Ltd.

80 Raffles Place

 #48-01 UOB Plaza 1

Singapore 048624

 T: +65 6512 9595

F: +65 6512 9500

 dlapiper.com

 Response: The Company has revised the relevant risk factors in response to the Staff’s comment on
page 96 of Amendment No.1.

 Risks Relating to Lanvin Group’s Business and Operations

Our growth depends, in part, on our continued retail expansion..., page 87

15.
 We note your disclosure on page 202 that the Fosun Fashion Group was founded in 2018 and that your most
recent brand acquisition took place in 2021. Please revise your discussion in this section to describe your future growth and business strategy in the context of your relatively recent founding and how you are impacted by your short operating
history.

 Response: The Company acknowledges the Staff’s comment and has revised the discussion on page 203 of Amendment
No.1.

 Our business is heavily dependent on the ability and desire of consumers to shop, page 87

16.
 We note your disclosure that reduced consumer traffic could result from certain conditions, and has resulted
from the COVID-19 pandemic. Please revise your disclosure in this section to more specifically describe the impact of the pandemic on your business.

Response: The Company has revised the disclosure in pages 82 and 83 of Amendment No. 1 in response to the Staff’s comment.

Background of the Business Combination, page 141

17.
 Please amend your “Background of the Business Combination” discussion to include a discussion of
the additional PIPE financings and the Forward Purchase Agreement, including the positions of each party and negotiations related to the terms of these agreements.

Response: The Company respectfully advises the Staff that as disclosed on pages 55, 143 and 279-280 of Amendment No.1, PCAC entered into the Forward
Purchase Agreements with the Forward Purchase Investors prior to the IPO. The Forward Purchase Agreements currently remain in effect and have not been amended or modified in connection with the Business Combination, and PCAC did not enter into
additional forward purchase agreements in connection with the Business Combination. The Company is filing the Forward Purchase Agreements as exhibits to Amendment No.1.

The Company has revised the disclosure on page 147 of Amendment No.1 to include additional descriptions regarding the PIPE financing in response to the
Staff’s comment. The Company further respectfully advises the Staff that, while the Business Combination Agreement contemplates that, subject to PCAC’s and Lanvin Group’s approval, LGHL may enter into additional PIPE subscription
agreements after the execution of the Business Combination Agreement and prior to obtaining shareholder approval of the Business Combination by PCAC shareholders, no such

United States securities and exchange commission logo
August 5, 2022
Shang Koo
Chief Financial Officer
Lanvin Group Holdings Ltd
3701-02, Tower S2, Bund Finance Center
600 Zhongshan Rd East No.2
Shanghai, 200010, China
Re:Lanvin Group Holdings Ltd
Registration Statement on Form F-4
Filed on July 11, 2022
File No. 333-266095
Dear Mr. Koo:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form F-4 filed July 11, 2022
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person.  Please also tell us whether anyone or any
entity associated with or otherwise involved in the transaction, is, is controlled by, or has
substantial ties with a non-U.S. person.  If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Further,

 FirstName LastNameShang Koo
 Comapany NameLanvin Group Holdings Ltd
 August 5, 2022 Page 2
 FirstName LastName
Shang Koo
Lanvin Group Holdings Ltd
August 5, 2022
Page 2
disclose that the time necessary for government review of the transaction or a decision to
prohibit the transaction could prevent you from completing an initial business
combination and require you to liquidate. Disclose the consequences of liquidation to
investors, such as the losses of the investment opportunity in a target company, any price
appreciation in the combined company, and the warrants, which would expire worthless.
2.Where applicable, please clearly and prominently disclose the benefits to the Sponsor and
its affiliates in executing the Forward Purchase Agreement, including whether and to what
extent these agreements ensure that the business combination will be approved, that there
is a sufficient amount of cash in the SPAC's trust account, and/or that the benefits to the
Sponsor if the agreement ensures completion of the business combination. Additionally,
please file these agreements as exhibits to your registration statement.
3.Please quantify the aggregate dollar amount and describe the nature of what the sponsor
and its affiliates have at risk that depends on completion of a business combination.
Include the current value of securities held, loans extended, fees due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide
similar disclosure for the company’s officers and directors, if material.
4.Please highlight the risk that the sponsor will benefit from the completion of a business
combination and may be incentivized to complete an acquisition of a less favorable target
company or on terms less favorable to shareholders rather than liquidate.
5.We note that certain shareholders agreed to waive their redemption rights. Please describe
any consideration provided in exchange for this agreement.
6.Please disclose whether and how your business segments, products, lines of service,
projects, or operations are materially impacted by supply chain disruptions. For example,
discuss whether you have or expect to:
•suspend the production, purchase, sale or maintenance of certain items due to a lack
of raw materials; inventory shortages; closed factories or stores; reduced headcount;
or delayed projects;
•experience labor shortages that impact your business;
•experience cybersecurity attacks in your supply chain;
•experience higher costs due to constrained capacity or increased commodity prices or
challenges sourcing materials;
•experience surges or declines in consumer demand for which you are unable to
adequately adjust your supply;
•be unable to supply products at competitive prices or at all due to export
restrictions, sanctions, tariffs, trade barriers, or political or trade tensions among
countries; or
•be exposed to supply chain risk in light of Russia’s invasion of Ukraine.
Explain whether and how you have undertaken efforts to mitigate the impact and where
possible quantify the impact to your business.

 FirstName LastNameShang Koo
 Comapany NameLanvin Group Holdings Ltd
 August 5, 2022 Page 3
 FirstName LastName
Shang Koo
Lanvin Group Holdings Ltd
August 5, 2022
Page 3
7.Disclosure in your prospectus as to the use of proceeds of the business combination
appears to be inconsistent. For example, on page 52 you disclose that proceeds from the
business combination will be "used by LGHL for working capital and general corporate
purposes," and on page 153 you disclose that "proceeds generated from the Business
Combination and PIPE investments and other available financing sources towards the
potential new investments." Please revise or advise.
Cover Page
8.We note your disclosure that your auditor is subject to the determinations announced by
the PCAOB on December 16, 2021, please disclose on your cover page, prospectus
summary, and applicable risk factors that you expect to be identified by the Commission
under the HFCAA. Disclose whether you have been provisionally or conclusively
identified and the impact this may have on your ability to continue to offer your securities.
FREQUENTLY USED TERMS, page 2
9.Revise your definition of "China" and the "PRC" to include Hong Kong and Macau.
Summary of the Proxy Statement/Prospectus, page 6
10.Provide a clear description of how cash is transferred through your organization. Disclose
your intentions to distribute earnings or settle amounts owed under your agreements.
Quantify any cash flows and transfers of other assets by type that have occurred between
the holding company and its subsidiaries and direction of transfer. Quantify any dividends
or distributions that a subsidiary has made to the holding company and which entity made
such transfer, and their tax consequences. Similarly quantify dividends or distributions
made to U.S. investors, the source, and their tax consequences. Your disclosure should
make clear if no transfers, dividends, or distributions have been made to date. Describe
any restrictions on foreign exchange and your ability to transfer cash between entities,
across borders, and to U.S. investors. Describe any restrictions and limitations on your
ability to distribute earnings from the company, including your subsidiaries, to the parent
company and U.S. investors as well as the ability to settle amounts owed under your
agreements.
Summary Risk Factors, page 23
11.Please revise your Summary Risk Factors so that it does not exceed two pages in length.
Please refer to Item 3 of Form F-4 and Item 105(b) of Regulation S-K.
Questions and Answers about the Proposals, page 51
12.Revise your disclosure to show the potential impact of redemptions on the per share value
of the shares owned by non-redeeming shareholders by including a sensitivity analysis
showing a range of redemption scenarios, including minimum, maximum and interim
redemption levels.

 FirstName LastNameShang Koo
 Comapany NameLanvin Group Holdings Ltd
 August 5, 2022 Page 4
 FirstName LastNameShang Koo
Lanvin Group Holdings Ltd
August 5, 2022
Page 4
Unaudited Pro Forma Condensed Combined Statement of Profit or Loss, page 75
13.We note you have presented two years of unaudited pro forma condensed combined
statements of profit or loss.  Please clarify how this complies with Regulation S-X Rule
11-02(c)(2)(i).
Risk Factors, page 84
14.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to highlight separately the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of the securities you are registering. Also,
given recent statements by the Chinese government indicating an intent to exert more
oversight and control over offerings that are conducted overseas and/or foreign investment
in China-based issuers, acknowledge the risk that any such action could significantly limit
or completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
Risks Relating to Lanvin Group's Business and Operations
Our growth depends, in part, on our continued retail expansion..., page 87
15.We note your disclosure on page 202 that the Fosun Fashion Group was founded in 2018
and that your most recent brand acquisition took place in 2021. Please revise your
discussion in this section to describe your future growth and business strategy in the
context of your relatively recent founding and how you are impacted by your
short operating history.
Our business is heavily dependent on the ability and desire of consumers to shop, page 87
16.We note your disclosure that reduced consumer traffic could result from certain
conditions, and has resulted from the COVID-19 pandemic.  Please revise your disclosure
in this section to more specifically describe the impact of the pandemic on your business.
Background of the Business Combination, page 141
17.Please amend your "Background of the Business Combination" discussion to include a
discussion of the additional PIPE financings and the Forward Purchase Agreement,
including the positions of each party and negotiations related to the terms of these
agreements.
Certain Unaudited Lanvin Group Prospective Financial Information, page 151
18.We note your disclosure that the financial projections are based on numerous assumptions.
Please expand to disclose whether the projections are in line with historic operating
trends. Address why the change in trends is appropriate or assumptions are reasonable.
While you have a history of operating losses, the forecasts project increasing total gross

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profit. In addition to listing factors and assumptions underlying the projections, please
expand to clarify how those factors and assumptions directly relate to the forecasted
financial information, quantifying the factors where possible.
19.We note your disclosure about the "potential new investments." Where applicable, please
describe the nature of these potential new investments in more detail, including whether
any target businesses have been identified, whether negotiations have commenced, and
whether proceeds from the business combination will be used in such investments.
Procurement, page 216
20.Please expand your discussion on the sources and availability of raw materials for
your Wolford and St. John brands.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Lanvin Group
Key Factors Affecting Lanvin Group's Financial Condition and Results of Operations, page 234
21.We note your risk factor disclosure of significant inflationary pressures in 2021 and
continuing in 2022.  Please expand your discussion to identify the principal inflationary
pressures the company has experienced and clarify the resulting impact to the company
and your results of operations, if material.
Results of Operations
Revenues, page 239
22.Please expand your revenue disclosure to quantify sales incentives, rebates, and sales
discounts for each period presented and provide a discussion regarding what these
discounts relate to and how they are estimated for the purpose of determining the
transaction price, if material.
Results by Segment, page 246
23.We note you present certain non-IFRS financial measures, including Contribution profit
and Contribution profit margin, by segment.  Please revise to clearly label these measures
as non-IFRS and provide all of the disclosures required by Item 10(e)(1)(i) of Regulation
S-K.
24.We note your presentation of gross profit before inventory impairment in both your
Lanvin and Sergio Rossi segments, on pages 247 and 250, respectively.  Please revise to
remove this measure or explain why this measure is appropriate and provide all of the
disclosures required by Item 10(e)(1)(i) of Regulation S-K.

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Fosun Fashion Group (Cayman) Limited
Notes to the Consolidated Financial Statements
Note 3. Summary of Significant Accounting Policies
3.17 Revenue Recognition, page F-21
25.We note you recognize revenue from sales of services when the Group satisfies its
performance obligation.  Please revise to disclose the service revenue recognized for the
periods presented, if material.
Note 6. Business Combinations, page F-29
26.Please revise to disclose the specific facts and circumstances that resulted in a material
amount of negative goodwill for the acquisition of Sergio Rossi S.p.A.  Refer to paragraph
59 of IFRS 3.  In this regard, consider revising your disclosure on page 255 (Critical
Accounting Estimates) to discuss the critical accounting estimates and assumptions used
in your accounting for business combinations.
Note 16. Impairment testing of intangible assets with indefinite useful lives, page F-39
27.Please revise here, or within your critical accounting estimates (i.e., Recoverability of
goodwill and brands with indefinite useful life on page 256) to disclose the percentage by
which the Value in Use exceeded carrying value for each CGU as of the date of the most
recent test. If any reporting units were at risk of failing the impairment test, please
disclose the potential events and/or changes in circumstances that could reasonably be
expected to negatively affect the key assumptions.
Item 21. Exhibits and Financial Statement Schedules, page II-1
28.Please revise the exhibit index so that the tax opinion to be filed as Exhibit 5.3 is filed
under Item 601(b)(8) of Regulation S-K.

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            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Charles Eastman at (202) 551-3794 or Hugh West at (202) 551-3872 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Bradley Ecker at (202) 551-4985 or Erin Purnell at (202) 551-3454 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing