0000950103-23-015955.txt : 20231102 0000950103-23-015955.hdr.sgml : 20231102 20231102172627 ACCESSION NUMBER: 0000950103-23-015955 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231030 FILED AS OF DATE: 20231102 DATE AS OF CHANGE: 20231102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Forbion Growth Sponsor FEAC I B.V. CENTRAL INDEX KEY: 0001897943 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41854 FILM NUMBER: 231373726 BUSINESS ADDRESS: STREET 1: GOOIMEER 2 35, CITY: NAARDEN STATE: P7 ZIP: 1411DC BUSINESS PHONE: 31 35 6993015 MAIL ADDRESS: STREET 1: GOOIMEER 2 35, CITY: NAARDEN STATE: P7 ZIP: 1411DC REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Forbion Growth Opportunities Fund I Cooperatief U.A. CENTRAL INDEX KEY: 0001911047 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41854 FILM NUMBER: 231373725 BUSINESS ADDRESS: STREET 1: GOOIMEER 235, 1411 DC CITY: NAARDEN STATE: P7 ZIP: 00000 BUSINESS PHONE: 31 35 6993015 MAIL ADDRESS: STREET 1: GOOIMEER 235, 1411 DC CITY: NAARDEN STATE: P7 ZIP: 00000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Forbion Growth Management B.V. CENTRAL INDEX KEY: 0001918318 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41854 FILM NUMBER: 231373724 BUSINESS ADDRESS: STREET 1: C/O FORBION EUROPEAN ACQUISITION CORP. STREET 2: 4001 KENNETT PIKE, SUITE 302 CITY: WILMINGTON STATE: DE ZIP: 19807 BUSINESS PHONE: 0031356993015 MAIL ADDRESS: STREET 1: C/O FORBION EUROPEAN ACQUISITION CORP. STREET 2: 4001 KENNETT PIKE, SUITE 302 CITY: WILMINGTON STATE: DE ZIP: 19807 ISSUER: 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 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 3 1 dp202276_3-forbion.xml X0206 3 2023-10-30 0 0001980845 enGene Holdings Inc. ENGN 0001897943 Forbion Growth Sponsor FEAC I B.V. GOOIMEER 2-35, NAARDEN P7 1411 DC NETHERLANDS 0 0 1 0 0001911047 Forbion Growth Opportunities Fund I Cooperatief U.A. GOOIMEER 2-35, NAARDEN P7 1411 DC NETHERLANDS 0 0 1 0 0001918318 Forbion Growth Management B.V. GOOIMEER 2-35, NAARDEN P7 1411 DC NETHERLANDS 0 0 1 0 Class A Common Stock 1373496 I See Footnotes Class A Common Stock 2000000 I See Footnotes Warrant (Right to Buy) 11.50 Class A Common Stock 731619 I See Footnotes Warrant (Right to Buy) 11.50 Class A Common Stock 666666 I See Footnotes Reflects shares and warrants held by Forbion Growth Sponsor FEAC I B.V. ("Sponsor"). Sponsor is controlled by a four-person Board of Managers comprised of J.M Bos, C. Lesser, S. Slootweg and W.S.J. Joustra ("Sponsor Board"). All voting and dispositive decisions with respect to the shares held by Sponsor are made by a majority vote of Sponsor Board. Reflects shares and warrants held by Forbion Growth Opportunities Fund I cooperatief U.A. ("Forbion Cooperatief"). Forbion Cooperatief wholly owns Sponsor. Forbion Growth Management B.V. is the sole director of Forbion Cooperatief and exercises voting and investment power through its investment committee (the "Management Investment Committee"), consisting of S. Slootweg, van Osch, G. J. Mulder, V. van Houten, D.A.F. Kersten, N.L. Luneborg, W.S.J. Joustra and J.M. Bos. None of the members of the Management Investment Committee has individual voting and investment power with respect to the securities reported herein. Sponsor and Forbion Cooperatief may be deemed to have shared voting and investment power over the shares held by Sponsor. Forbion Management may be deemed to share voting and investment power (i) with Forbion Cooperatief over the shares held by Forbion Cooperatief and (ii) with Forbion Cooperatief and, indirectly, Sponsor, over the shares held by Sponsor. Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, none of the individuals is deemed a beneficial owner of the entity's securities. Accordingly, because none of the members of Sponsor Board or the Management Investment Committee has individual voting or investment control over any of the shares reported herein, no member of Sponsor Board or the Management Investment Committee is deemed to have or share beneficial ownership of such shares. Each Reporting Person disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest therein. Each warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, and first becomes exercisable 30 days after the consummation of the combination between the Issuer and Forbion European Acquisition Corp. The warrants expire five years following the such combination. /s/ Fobion Growth Sponsor FEAC I B.V., By: Sander Slootweg, Director, and Wouter Joustra, its Director 2023-11-02 /s/ Forbion Growth Opportunities Fund I Cooperatief U.A., By: Sander Slootweg, on behalf of Forbion Growth Management B.V., Director and Wouter Joustra, on behalf of Forbion Growth Management B.V., Director 2023-11-02 /s/ Forbion Growth Management B.V., By: Sander Slootweg, Director, and Wouter Joustra, its Director 2023-11-02