| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | ENGN | Common shares | 2.64M | Oct 31, 2023 | Direct | F1, F2 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | ENGN | Warrants (right to buy) | Oct 31, 2023 | Common Shares | 447K | Direct | F3, F4, F5 |
| Id | Content |
|---|---|
| F1 | 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 0.1804800 shares of New enGene, and each of FEAC and enGene became wholly-owned subsidiaries of New enGene. (cont. in FN2) |
| F2 | (cont. from FN1) The transactions contemplated by the Business Combination Agreement are referred to herein as the "Business Combination". Pursuant to the terms of the Business Combination, the shareholders of enGene received 0.1804800 common shares of the Issuer ("Common Shares") for each share of enGene held by them immediately prior to the Closing Date. |
| F3 | As of the Closing Date, each whole New enGene Warrant (as defined in the Business Combination Agreement) entitles the registered holder to purchase one New enGene Share at a price of $11.50 per share, subject to adjustment. 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. |
| F4 | The New enGene Warrants will become exercisable on 11/30/2023, provided however, that New enGene will not be obligated to deliver any New enGene 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 with respect to the New enGene 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. No warrant will be exercisable and New enGene will not be obligated to issue a New enGene Share upon exercise of a warrant unless the New enGene 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. (cont. in FN5) |
| F5 | (cont. from FN4) 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 New enGene be required to net cash settle any warrant. New enGene has agreed that as soon as practicable, but in no event later than 15 business days after the Closing, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the New enGene Shares issuable upon exercise of the warrants, and New enGene will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the Closing Date. |