Filing Details
- Accession Number:
- 0001193125-23-275986
- Form Type:
- 13G Filing
- Publication Date:
- 2023-11-12 19:00:00
- Filed By:
- Forbion Capital Fund Iii Cooperatief U.a.
- Company:
- Engene Holdings Inc.
- Filing Date:
- 2023-11-13
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Forbion Capital Fund III Co perarief U.A | 3,369,811 | 0 | 3,369,811 | 0 | 3,369,811 | 14.2% |
| Forbion III Management B.V | 3,369,811 | 0 | 3,369,811 | 0 | 3,369,811 | 14.2% |
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 persons 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. | NAMES OF REPORTING PERSONS
Forbion Capital Fund III Coöperarief U.A. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
3,369,811 (1) | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
3,369,811 (1) | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,369,811 (1) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.2% (2) | |||||
| 12. | TYPE OF REPORTING PERSON
OO | |||||
| (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. |
| 1. | NAMES OF REPORTING PERSONS
Forbion III Management B.V. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
3,369,811 (1) | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
3,369,811 (1) | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,369,811 (1) | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.2% (2) | |||||
| 12. | TYPE OF REPORTING PERSON
OO | |||||
| Item 1. | Issuer |
| (a) | Name of Issuer: |
enGene Holdings Inc. (the Issuer)
| (b) | Address of Issuers 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.
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.
| (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 | |