复朗集团 2026年年度报告和过渡报告

FORM 20-F (Mark One)☐REGISTRATION STATEMENT PURSUANT TO SECTION12(b)OR 12(g)OF THESECURITIES EXCHANGE ACT OF 1934OR ☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIESEXCHANGE ACT OF 1934For the fiscalyear endedDecember31,2025OR TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THESECURITIES EXCHANGE ACT OF 1934OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION13 OR 15(d)OF THESECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company reportFor the transition period fromtoCommission File Number: 001-41569 LANVIN GROUP HOLDINGS LIMITED (Exact name of Registrant as specified in its charter) Not applicableCayman Islands (Translation of Registrant’s name into English)(Jurisdiction of incorporation or organization) Lanvin Group Holdings Limited4F, 168 Jiujiang RoadCarlowitz& Co, Huangpu DistrictShanghai,200001,China(Address of principal executive offices)Jiyang Han, Chief Financial OfficerTelephone: +86 (021)6315 2156Email:ir@lanvin-group.comAt the address of the Company set forth above(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person) Title of each classTradingSymbol(s)Name of exchangeon which registeredOrdinary shares, par value $0.000001 perLANVNew York Stock Exchange Securities registered or to be registered pursuant to Section 12(b) of the Act:None(Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:None(Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close ofthe period covered by the annual report:125,595,914ordinary shares and 31,979,969 warrants. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the SecuritiesAct.Yes☐No☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reportspursuant to Section13 or 15(d)of the Securities Exchange Act of 1934.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of theSecurities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant wasrequired to file such reports), and (2)has been subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule405 of Regulation S-T(§232.405 of this chapter) during the preceding 12months (or forsuch shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-acceleratedfiler, oran emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2of theExchange Act. Largeacceleratedfiler Accelerated filer If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate bycheck mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards† provided pursuant to Section13(a)of the Exchange Act.☐ †The term “new or revised financial accounting standard” refers to any update issued by the Financial AccountingStandards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial reporting over Section404(b)of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section12(b)of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recovery periodpursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements includedin this filing: U.S.GAAP☐International Financial Reporting Standardsasissued by the InternationalAccounting Standards Board☒Other☐ If “Other” has been checked in response to the previous question indicate by check mark which financial statementitem the registrant has elected to follow.Item17☐Item18☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2of the Exchange Act).Yes☐No☒ TABLE OF CONTENTS PART I 5ITEM1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS5ITEM2.OFFER