0001193125-23-261767.txt : 20231024 0001193125-23-261767.hdr.sgml : 20231024 20231024171326 ACCESSION NUMBER: 0001193125-23-261767 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20231024 DATE AS OF CHANGE: 20231024 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: enGene Holdings Inc. CENTRAL INDEX KEY: 0001980845 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 STATE OF INCORPORATION: Z4 FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 333-273851 FILM NUMBER: 231343403 BUSINESS ADDRESS: STREET 1: 7171 RUE FREDERICK BANTING CITY: SAINT-LAURENT STATE: A8 ZIP: H4S 1Z9 BUSINESS PHONE: (514) 332-4888 MAIL ADDRESS: STREET 1: 7171 RUE FREDERICK BANTING CITY: SAINT-LAURENT STATE: A8 ZIP: H4S 1Z9 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Forbion European Acquisition Corp. CENTRAL INDEX KEY: 0001874495 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KYL-1104 BUSINESS PHONE: 31356993020 MAIL ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KYL-1104 425 1 d564743d425.htm 425 425

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

October 24, 2023

 

 

FORBION EUROPEAN ACQUISITION CORP.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Cayman Islands   001-41148   N/A

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

4001 Kennett Pike, Suite 302

Wilmington, Delaware

   19807
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: +1 732 838-4533

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☒

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange

on which registered

Class A ordinary shares, par value $0.0001 per share   FRBN   The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50   FRBNW   The Nasdaq Stock Market LLC
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant   FRBNU   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

On October 24, 2023, Forbion European Acquisition Corp. (the “Company” or “FEAC”) held an extraordinary general meeting (the “Special Meeting”) of the shareholders of the Company. Set forth below are the final voting results for each of the five proposals submitted to a vote of the shareholders of the Company at the Special Meeting:

 

          Votes For      Votes
Against		      Abstentions
1.    Proposal No. 1 – The Business Combination Proposal - A proposal to, as a special resolution, approve and adopt the Business Combination Agreement (the “Business Combination Agreement”), dated as of May 16, 2023 by and among FEAC, enGene Inc. a corporation incorporated under the laws of Canada (“enGene”), and enGene Holdings Inc., a corporation incorporated under the laws of Canada (“New enGene”), and the transactions contemplated therein, whereby, among other things, FEAC, enGene and New enGene will complete a business combination (the “Business Combination”).      12,859,867        589,064      0
          Votes For      Votes
Against		      Abstentions
2.    Proposal No. 2 – The Governing Documents Proposal - A proposal to, as an ordinary resolution, approve the following material differences between the articles of New enGene to be in effect following the Business Combination (the “Proposed Articles”) and FEAC’s current Amended and Restated Memorandum and Articles of Association (the “Current Articles”): (i) the name of the new public entity will be “enGene Holdings Inc.” as opposed to “Forbion European Acquisition Corp.”; (ii) New enGene will have an unlimited number of authorized common shares and an unlimited number of authorized blank cheque preferred shares, as opposed to FEAC having 500,000,000 Class A ordinary shares authorized, 50,000,000 Class B ordinary shares authorized and 5,000,000 preference shares authorized; (iii) New enGene’s Proposed Articles would reduce the requisite quorum for a meeting of shareholders from a majority of votes as required under the Current Articles to 33 1/3% of the shares entitled to vote at such meeting; (iv) New enGene’s Proposed Articles would include an advance notice provision that requires a nominating shareholder to provide notice to New enGene in advance of a meeting of shareholders should such nominating shareholder wish to nominate a person for election to the board of directors; (v) New enGene’s corporate existence will be perpetual as opposed to FEAC’s corporate existence terminating if the initial business combination is not consummated by FEAC within a specified period of time; and (vi) New enGene’s constitutional documents will not include the various provisions applicable only to special purpose acquisition corporations that FEAC’s Current Articles contain.      12,299,527        1,149,404      0
          Votes For      Votes
Against		      Abstentions
3.    Proposal No. 3 – The Nasdaq Proposal - A proposal to, as an ordinary resolution, for purposes of complying with Nasdaq Listing Rule 5635(a), (b) and (d), approve the issuance of more than 20% of the issued and outstanding FEAC Class A ordinary shares and the resulting change in control in connection with the Business Combination.      12,859,867        589,064      0
          Votes For      Votes
Against		      Abstentions
4.    Proposal No. 4 – The Incentive Equity Plan Proposal - A proposal to, as an ordinary resolution, approve the enGene Holdings Inc. 2023 Incentive Equity Plan.      11,602,725        1,846,206      0

          Votes For      Votes
Against		      Abstentions
5.    Proposal No. 5 – The Adjournment Proposal - A proposal to, as an ordinary resolution, approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the condition precedent proposals would not be duly approved and adopted by FEAC shareholders or FEAC determines that one or more of the closing conditions under the Business Combination Agreement is not satisfied or waived.      12,859,766        589,063      102

Based upon the submission of proxies and ballots, a majority of the shares of FEAC ordinary shares issued and outstanding and entitled to vote at the close of business on the record date were present at the Special Meeting by proxy or by attendance via the virtual meeting website, which constituted a quorum. Proposal No. 1 was approved by the required vote. Proposal No. 2 was approved by the required vote. Proposal No. 3 was approved by the required vote. Proposal No. 4 was approved by the required vote. Proposal No. 5 was approved by the required vote.

Item 8.01. Other Events.

In connection with the shareholder vote at the Special Meeting, FEAC’s public shareholders had the right to elect to redeem all or a portion of their Class A ordinary shares for a per share price calculated in accordance with FEAC’s organizational documents. FEAC’s public shareholders holding 10,379,144 Class A ordinary shares validly elected to redeem their public shares.

The closing of the Company’s Business Combination is expected to occur on or about October 31, 2023, subject to the satisfaction or waiver of the conditions with respect to the Business Combination.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 24, 2023

 

FORBION EUROPEAN ACQUISITION CORP.
By:  

/s/ Jasper Bos

  Jasper Bos
  Chief Executive Officer