SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* FONDS DE SOLIDARITE DES TRAVAILLEURS DU QUEBEC (Last) (First) (Middle) 545 CREMAZIE BLVD. EAST, SUITE 200 (Street) MONTREAL A8 H2M 2W4 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/31/2023	3. Issuer Name and Ticker or Trading Symbol enGene Holdings Inc. [ ENGN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common shares	2,642,110(1)(2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants (right to buy)	11/30/2023(4)(5)	10/31/2028	Common Shares	446,572	(3)	D

Explanation of Responses:

1. On October 31, 2023 (the "Closing Date"), the parties to the Business Combination Agreement, dated as of May 16, 2023 (as amended, the "Business Combination Agreement"), by and among Forbion European Acquisition Corp., a Cayman Islands exempted company and a special purpose acquisition corporation ("FEAC"), enGene Inc., a corporation incorporated under the laws of Canada ("enGene"), and enGene Holdings Inc. (the "Issuer" or "New enGene"), completed the transactions contemplated thereby, pursuant to which (i) each share of FEAC was exchanged on a one for one basis for a share of New enGene, and (ii) each share of enGene was exchanged for 0.1804800 shares of New enGene, and each of FEAC and enGene became wholly-owned subsidiaries of New enGene. (cont. in FN2)

2. (cont. from FN1) The transactions contemplated by the Business Combination Agreement are referred to herein as the "Business Combination". Pursuant to the terms of the Business Combination, the shareholders of enGene received 0.1804800 common shares of the Issuer ("Common Shares") for each share of enGene held by them immediately prior to the Closing Date.

3. As of the Closing Date, each whole New enGene Warrant (as defined in the Business Combination Agreement) entitles the registered holder to purchase one New enGene Share at a price of $11.50 per share, subject to adjustment. The New enGene Warrants will expire five years following the Closing Date, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

4. The New enGene Warrants will become exercisable on 11/30/2023, provided however, that New enGene will not be obligated to deliver any New enGene Shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the New enGene Shares underlying the New enGene Warrants is then effective and a prospectus relating thereto is current, subject to New enGene satisfying its obligations described below with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and New enGene will not be obligated to issue a New enGene Share upon exercise of a warrant unless the New enGene Share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the jurisdiction of residence of the registered holder of the warrants. (cont. in FN5)

5. (cont. from FN4) In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will New enGene be required to net cash settle any warrant. New enGene has agreed that as soon as practicable, but in no event later than 15 business days after the Closing, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the New enGene Shares issuable upon exercise of the warrants, and New enGene will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the Closing Date.

	/s/ Liette Leduc, Senior Director - Legal Affairs - Private Equity and Impact Investing	10/31/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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