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