SEC FORM 3

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^*

Lumira Capital Investment Management Inc.

(Last)

(First)

(Middle)

141 ADELAIDE STREET WEST

SUITE 770

(Street)

TORONTO

M5H 3L5

(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	1,341,790⁽¹⁾⁽²⁾	I	Held by Lumira Ventures III, L.P.⁽⁴⁾⁽⁵⁾⁽⁸⁾
Common Shares	44,647⁽¹⁾⁽²⁾	I	Held by Lumira Ventures III (International), L.P.⁽⁴⁾⁽⁵⁾⁽⁸⁾
Common Shares	348,686⁽¹⁾⁽²⁾	I	Held by Lumira Ventures IV, L.P.⁽⁴⁾⁽⁶⁾⁽⁸⁾
Common Shares	83,816⁽¹⁾⁽²⁾	I	Held by Lumira Ventures IV (International), L.P.⁽⁴⁾⁽⁶⁾⁽⁸⁾
Common Shares	1,077,386⁽¹⁾⁽²⁾	I	Held by Merck Lumira Biosciences Fund, L.P.⁽⁴⁾⁽⁷⁾⁽⁸⁾
Common Shares	152,974⁽¹⁾⁽²⁾	I	Held by Merck Lumira Biosciences Fund (Quebec), L.P.⁽⁴⁾⁽⁷⁾⁽⁸⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Warrants (right to buy)	11/30/2023⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	10/31/2028⁽¹²⁾	Common Shares	114,945⁽¹⁾⁽³⁾	⁽¹³⁾	I	Held by Lumira Ventures III, L.P.⁽⁴⁾⁽⁵⁾⁽⁸⁾
Warrants (right to buy)	11/30/2023⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	10/31/2028⁽¹²⁾	Common Shares	3,825⁽¹⁾⁽³⁾	⁽¹³⁾	I	Held by Lumira Ventures III (International), L.P.⁽⁴⁾⁽⁵⁾⁽⁸⁾
Warrants (right to buy)	11/30/2023⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	10/31/2028⁽¹²⁾	Common Shares	38,301⁽¹⁾⁽³⁾	⁽¹³⁾	I	Held by Lumira Ventures IV, L.P.⁽⁴⁾⁽⁶⁾⁽⁸⁾
Warrants (right to buy)	11/30/2023⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	10/31/2028⁽¹²⁾	Common Shares	9,207⁽¹⁾⁽³⁾	⁽¹³⁾	I	Held by Lumira Ventures IV (International), L.P.⁽⁴⁾⁽⁶⁾⁽⁸⁾
Warrants (right to buy)	11/30/2023⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	10/31/2028⁽¹²⁾	Common Shares	145,603⁽¹⁾⁽³⁾	⁽¹³⁾	I	Held by Merck Lumira Biosciences Fund, L.P.⁽⁴⁾⁽⁷⁾⁽⁸⁾
Warrants (right to buy)	11/30/2023⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	10/31/2028⁽¹²⁾	Common Shares	20,673⁽¹⁾⁽³⁾	⁽¹³⁾	I	Held by Merck Lumira Biosciences Fund (Quebec), L.P.⁽⁴⁾⁽⁷⁾⁽⁸⁾

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 0.1804799669 shares of New enGene, and each of FEAC and enGene became wholly-owned subsidiaries of New enGene. The transactions contemplated by the Business Combination Agreement are referred to herein as the "Business Combination".

2. Pursuant to the terms of the Business Combination, the shareholders of enGene received 0.1804799669 common shares of the Issuer ("Common Shares") for each share of enGene held by them immediately prior to the Closing Date.

3. Pursuant to the terms of the Business Combination, holders of enGene warrants received 0.1804799669 warrants to acquire Common Shares ("New enGene Warrants") for each enGene warrant held by them immediately prior to the Closing Date.

4. This Form 4 is filed jointly by Lumira Ventures III, L.P. ("Lumira III"), Lumira Ventures III (International), L.P. ("Lumira III Int'l"), Lumira Ventures IV, L.P. ("Lumira IV"), Lumira Ventures IV (International), L.P. ("Lumira IV Int'l"), Merck Lumira Biosciences Fund, L.P. ("Merck-Lumira"), Merck Lumira Biosciences Fund (Quebec), L.P. ("Merck-Lumira B" and, together with Lumira III, Lumira III Int'l, Lumira IV, Lumira IV Int'l, and Merck-Lumira, the "Lumira Entities"), Lumira Capital Investment Management Inc. ("Lumira Mgmt"), Lumira Ventures III GP, L.P., Lumira III GP Inc., Lumira III GP Holdings Co., Lumira IV GP 2020 Inc., Lumira Capital GP, L.P., Lumira GP Inc. and Lumira GP Holdings Co.

5. Lumira III and Lumira III Int'l are controlled by their general partner, Lumira Ventures III GP, L.P., and managed by Lumira Mgmt. Lumira Ventures III GP, L.P. is controlled by its general partners, Lumira III GP Inc. and Lumira III GP Holdings Co.

6. Lumira IV and Lumira IV Int'l are controlled by their general partner, Lumira IV GP 2020 Inc., and managed by Lumira Mgmt.

7. Merck-Lumira and Merck-Lumira B are controlled by their general partner, Lumira Capital GP, L.P., and managed by Lumira Mgmt. Lumira Capital GP, L.P. is controlled by its general partners, Lumira GP Inc. and Lumira GP Holdings Co.

8. Gerald Brunk, a director of the Issuer, is an executive officer of each of Lumira III GP Inc., Lumira III GP Holdings Co., Lumira IV GP 2020 Inc., Lumira GP Inc., Lumira GP Holdings Co. and Lumira Mgmt and reports his beneficial ownership of these securities on a separate Form 4. Each of Lumira Ventures III GP, L.P., Lumira III GP Inc., Lumira III GP Holdings Co., Lumira IV GP 2020 Inc., Lumira Capital GP, L.P., Lumira GP Inc., Lumira GP Holdings Co., Lumira Mgmt and Mr. Brunk may be deemed to beneficially own the securities held by the respective Lumira Entities, but each disclaims beneficial ownership except to the extent of their respective pecuniary interests therein, if any.

9. The New enGene Warrants will become exercisable on 11/30/2023, provided however, that New enGene will not be obligated to deliver any Common 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 of 1933, as amended (the "Securities Act") with respect to the Common 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. (Continued in following footnote).

10. (Continued from prior footnote). No warrant will be exercisable and the Issuer will not be obligated to issue a Common Share upon exercise of a warrant unless the Common 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. 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 the Issuer be required to net cash settle any warrant. (Continued in following footnote).

11. (Continued from prior footnote). The Issuer has agreed that as soon as practicable, but in no event later than 15 business days after the Closing Date, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Common Shares issuable upon exercise of the warrants, and the Issuer will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the Closing Date.

12. 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.

13. As of the Closing Date, each whole New enGene Warrant entitles the registered holder to purchase one Common Share at a price of $11.50 per share, subject to adjustment.

	/s/ Vasco Larcina, CFO of Lumira Capital Investment Management Inc.	11/07/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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