SC 13G

NAMES OF REPORTING PERSONS

Forbion Capital Fund III Coöperarief U.A.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

The Netherlands

0001193125-23-275986.txt : 20231113 0001193125-23-275986.hdr.sgml : 20231113 20231113160104 ACCESSION NUMBER: 0001193125-23-275986 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20231113 DATE AS OF CHANGE: 20231113 GROUP MEMBERS: FORBION III MANAGEMENT B.V. 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: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-94211 FILM NUMBER: 231398404 BUSINESS ADDRESS: STREET 1: 4868 RUE LEVY, SUITE 220 CITY: SAINT-LAURENT STATE: A8 ZIP: H4R 2P1 BUSINESS PHONE: (514) 332-4888 MAIL ADDRESS: STREET 1: 4868 RUE LEVY, SUITE 220 CITY: SAINT-LAURENT STATE: A8 ZIP: H4R 2P1 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Forbion Capital Fund III Cooperatief U.A. CENTRAL INDEX KEY: 0001747586 IRS NUMBER: 981264117 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O FORBION CAPITAL PARTNERS STREET 2: GOOIMEER 2-35 CITY: NAARDEN STATE: P7 ZIP: 1411DC BUSINESS PHONE: 31 35 6993000 MAIL ADDRESS: STREET 1: C/O FORBION CAPITAL PARTNERS STREET 2: GOOIMEER 2-35 CITY: NAARDEN STATE: P7 ZIP: 1411DC SC 13G 1 d533803dsc13g.htm SC 13G SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

enGene Holdings Inc.

(Name of Issuer)

Class A common shares

(Title of Class of Securities)

29286M105

(CUSIP Number)

October 31, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1)	Consists of 2,894,735 Class A common shares and 475,076 Class A common shares underlying warrants exercisable within 60 days of this Statement.

(2)

The percent of class is based upon (i) 23,197,976 Class A common shares outstanding, as reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission on October 31, 2023, plus (ii) 475,076 Class A common shares underlying warrants exercisable within 60 days.

Item 1.

Issuer

(a)

Name of Issuer:

enGene Holdings Inc. (the “Issuer”)

(b)

Address of Issuer’s Principal Executive Offices:

7171 Rue Frederick Banting

Saint-Laurent, QC, Canada H4S 1Z9

Item 2.

Filing Person

(a) – (c)

Name of Persons Filing; Address; Citizenship:

(i)

Forbion Capital Fund III Coöperatief U.A, a cooperative association with exempted liability incorporated in the Netherlands (“Forbion III COOP”).

(ii)

Forbion III Management B.V., a private limited liability company incorporated in the Netherlands (“Forbion III”), the director of Forbion III COOP.

The address of the principal business office of the Reporting Persons is c/o Forbion Capital Partners, Gooimeer 2-35, 1411 DC Naarden, The Netherlands.

(d)

Title of Class of Securities:

Class A common shares

(e)

CUSIP Number:

29286M105

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4.

Ownership.

(a) and (b)

Amount beneficially owned:

The information set forth in rows 5 through 11 of the cover pages is incorporated by reference into this Item 4.

(c)

Number of shares as to which such person has:


Reporting Person	Sole Voting Power		Shared Voting Power		Sole Dispositive Power		Shared Dispositive Power		Percentage of Common Stock Outstanding
Forbion III COOP		3,369,811		0		3,369,811		0		14.2	%
Forbion III		3,369,811		0		3,369,811		0		14.2	%

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 13, 2023

FORBION CAPITAL FUND III COÖPERATIEF U.A.

By: Forbion III Management B.V.

Its: Director

/s/ G.J. Mulder and /s/ V. van Houten

Name: G.J. Mulder and V. van Houten

Title: Directors

FORBION III MANAGEMENT B.V.

/s/ G.J. Mulder and /s/ V. van Houten

Name: G.J. Mulder and V. van Houten

Title: Directors

EXHIBIT INDEX


Exhibit

99.1		Joint Filing Statement

EX-99.1 2 d533803dex991.htm EX-99.1 EX-99.1

EXHIBIT 99.1

Joint Filing Agreement

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

Date: November 13, 2023


FORBION CAPITAL FUND III COÖPERATIEF U.A.

By: Forbion III Management B.V. Its: Director

/s/ G.J. Mulder and /s/ V. van Houten
Name: G.J. Mulder and V. van Houten Title: Directors

FORBION III MANAGEMENT B.V.

/s/ G.J. Mulder and /s/ V. van Houten
Name: G.J. Mulder and V. van Houten Title: Directors