| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | FRBN | Class A Ordinary Shares | Disposed to Issuer | -1.37M | -100% | 0 | Oct 30, 2023 | See Footnotes | F1, F2, F4, F5, F6, F7 | ||
| transaction | FRBN | Class A Ordinary Shares | Disposed to Issuer | -2M | -100% | 0 | Oct 30, 2023 | See Footnotes | F1, F3, F4, F5, F6, F7 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | FRBN | Warrant (Right to Buy) | Disposed to Issuer | -732K | -100% | 0 | Oct 30, 2023 | Class A Ordinary Shares | 732K | $11.50 | See Footnotes | F2, F4, F5, F6, F7, F8, F9 | ||
| transaction | FRBN | Warrant (Right to Buy) | Disposed to Issuer | -667K | -100% | 0 | Oct 30, 2023 | Class A Ordinary Shares | 667K | $11.50 | See Footnotes | F3, F4, F5, F6, F7, F8, F9 |
| Id | Content |
|---|---|
| F1 | On October 31, 2023, in connection with the consummation of the Issuer's initial business combination, Class A Ordinary Shares were exchanged, on a one-for-one basis, for Class A common shares ("New enGene Shares") of enGene Holdings, Inc., a corporation incorporated under the laws of Canada ("New enGene"), which will be the parent company of the combined operating business following the consummation of initial business combination, as described in more detail in that certain Business Combination Agreement between the Issuer, enGene Inc. and enGene Holdings Inc., dated May 16, 2023 (the "Business Combination Agreement"). |
| F2 | Reflects shares held by Forbion Growth Sponsor FEAC I B.V. (the "Sponsor"). The Sponsor is controlled by a four-person Board of Managers comprised of J.M Bos, C. Lesser, S. Slootweg and W.S.J. Joustra (the "Sponsor Board"). All voting and dispositive decisions with respect to the shares held by the Sponsor are made by a majority vote of the Sponsor Board. |
| F3 | Reflects shares held by Forbion Growth Opportunities Fund I cooperatief U.A. ("Forbion Cooperatief"). |
| F4 | Forbion Cooperatief wholly owns the 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. |
| F5 | Sponsor and Forbion Cooperatief may be deemed to have shared voting and investment power over the shares held by the 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, the Sponsor, over the shares held by the Sponsor. |
| F6 | 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 the Sponsor Board or the Management Investment Committee has individual voting or investment control over any of the Class A Ordinary Shares or Class B Ordinary Shares reported herein, no member of the Sponsor Board or the Management Investment Committee is deemed to have or share beneficial ownership of such shares. |
| F7 | Each Reporting Person disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest therein. |
| F8 | Each warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, and first becomes exercisable 30 days after the consummation of the Issuer's initial business combination. The warrants expire five years following the Issuer's initial business combination. The warrants also expire if the Issuer fails to consummate the initial business combination within 24 months from the Issuer's initial public offering. |
| F9 | On October 31, 2023, in connection with the Issuer's initial business combination, each warrant was assumed by New enGene and converted into a warrant entitling the holder thereof to purchase one New enGene Share at a price of $11.50 per share, as described in more detail in the Business Combination Agreement |