UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of ~~the~~The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

~~September 15,~~October ~~2023 (September 15~~24, 2023)

FORBION EUROPEAN ACQUISITION CORP.

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands

001-41148

N/A

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

4001 Kennett Pike, Suite 302

Wilmington, Delaware

19807

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: +1 732 838-4533

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A ordinary shares, par value $0.0001 per share	FRBN	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	FRBNW	The Nasdaq Stock Market LLC
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant	FRBNU	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7 5.0107. ~~Regulation~~Submission FDof ~~Disclosure~~Matters to a Vote of Security Holders.

On ~~September 15~~October 24, 2023, Forbion European Acquisition Corp. (the “Company” or “FEAC”) ~~and~~held ~~enGene~~an ~~Inc.~~extraordinary general meeting (the “~~enGene~~Special Meeting”) ~~released~~of anthe ~~investor~~shareholders ~~presentation~~of ~~that~~the ~~will~~Company. beSet ~~used~~forth bybelow ~~FEAC~~are ~~and~~the ~~enGene~~final ~~with~~voting ~~respect~~results tofor each of the ~~proposed~~five ~~business~~proposals ~~combination~~submitted ~~(the~~to ~~“Business~~a ~~Combination”)~~vote ~~among~~of ~~FEAC,~~the ~~enGene~~shareholders ~~and~~of ~~enGene~~the ~~Holdings~~Company ~~Inc.~~at (the ~~“Investor~~Special ~~Presentation”).~~Meeting:

A copy of the Investor Presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K (the “Current Report”).


		Votes For		Votes Against		Abstentions
1.	Proposal No. 1 – The Business Combination Proposal - A proposal to, as a special resolution, approve and adopt the Business Combination Agreement (the “Business Combination Agreement”), dated as of May 16, 2023 by and among FEAC, enGene Inc. a corporation incorporated under the laws of Canada (“enGene”), and enGene Holdings Inc., a corporation incorporated under the laws of Canada (“New enGene”), and the transactions contemplated therein, whereby, among other things, FEAC, enGene and New enGene will complete a business combination (the “Business Combination”).		12,859,867		589,064	0
		Votes For		Votes Against		Abstentions
2.	Proposal No. 2 – The Governing Documents Proposal - A proposal to, as an ordinary resolution, approve the following material differences between the articles of New enGene to be in effect following the Business Combination (the “Proposed Articles”) and FEAC’s current Amended and Restated Memorandum and Articles of Association (the “Current Articles”): (i) the name of the new public entity will be “enGene Holdings Inc.” as opposed to “Forbion European Acquisition Corp.”; (ii) New enGene will have an unlimited number of authorized common shares and an unlimited number of authorized blank cheque preferred shares, as opposed to FEAC having 500,000,000 Class A ordinary shares authorized, 50,000,000 Class B ordinary shares authorized and 5,000,000 preference shares authorized; (iii) New enGene’s Proposed Articles would reduce the requisite quorum for a meeting of shareholders from a majority of votes as required under the Current Articles to 33 1/3% of the shares entitled to vote at such meeting; (iv) New enGene’s Proposed Articles would include an advance notice provision that requires a nominating shareholder to provide notice to New enGene in advance of a meeting of shareholders should such nominating shareholder wish to nominate a person for election to the board of directors; (v) New enGene’s corporate existence will be perpetual as opposed to FEAC’s corporate existence terminating if the initial business combination is not consummated by FEAC within a specified period of time; and (vi) New enGene’s constitutional documents will not include the various provisions applicable only to special purpose acquisition corporations that FEAC’s Current Articles contain.		12,299,527		1,149,404	0
		Votes For		Votes Against		Abstentions
3.	Proposal No. 3 – The Nasdaq Proposal - A proposal to, as an ordinary resolution, for purposes of complying with Nasdaq Listing Rule 5635(a), (b) and (d), approve the issuance of more than 20% of the issued and outstanding FEAC Class A ordinary shares and the resulting change in control in connection with the Business Combination.		12,859,867		589,064	0
		Votes For		Votes Against		Abstentions
4.	Proposal No. 4 – The Incentive Equity Plan Proposal - A proposal to, as an ordinary resolution, approve the enGene Holdings Inc. 2023 Incentive Equity Plan.		11,602,725		1,846,206	0

The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as expressly set forth by specific reference in such filing.


		Votes For		Votes Against		Abstentions
5.	Proposal No. 5 – The Adjournment Proposal - A proposal to, as an ordinary resolution, approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the condition precedent proposals would not be duly approved and adopted by FEAC shareholders or FEAC determines that one or more of the closing conditions under the Business Combination Agreement is not satisfied or waived.		12,859,766		589,063	102

~~Forward-Looking~~Based ~~Statements~~upon the submission of proxies and ballots, a majority of the shares of FEAC ordinary shares issued and outstanding and entitled to vote at the close of business on the record date were present at the Special Meeting by proxy or by attendance via the virtual meeting website, which constituted a quorum. Proposal No. 1 was approved by the required vote. Proposal No. 2 was approved by the required vote. Proposal No. 3 was approved by the required vote. Proposal No. 4 was approved by the required vote. Proposal No. 5 was approved by the required vote.

The information in this Current Report includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995Item 8. ~~These forward-looking statements include, but are not limited to, statements regarding FEAC’s management team’s expectations, hopes, beliefs, intentions or strategies regarding the future~~01. InOther ~~addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements~~Events. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Current Report may include, for example, statements regarding FEAC’s ability to consummate the proposed Business Combination.

~~All~~In ~~forward-looking~~connection ~~statements~~with ~~are~~the ~~based~~shareholder onvote ~~estimates~~at ~~and~~the ~~assumptions~~Special ~~that~~Meeting, ~~while considered reasonable by~~ FEAC ~~and its management are inherently uncertain and are inherently subject to risks, variability and contingencies, many of which are beyond FEAC~~’s ~~control.~~public ~~These~~shareholders ~~forward-looking~~had statements are provided for illustrative purposes only and are not intended to serve as, and should not be relied on by an investor as, a guarantee, assurance, prediction or definitive statement of a fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the ~~control~~right ~~of FEAC. All forward-looking statements are subject~~ to ~~risks,~~elect ~~uncertainties and other factors that may cause actual results~~ to ~~differ~~redeem ~~materially~~all ~~from those that we expected and/~~or those expressed or implied by such forward-looking statements. These risks and uncertainties include the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreements with respect to the proposed Business Combination; the outcome of any legal proceedings that may be instituted against FEAC following this Current Report; the inability to complete the proposed Business Combination due to the failure to obtain approval of the shareholders of FEAC, or to satisfy other conditions to closing; changes to the proposed structure of the proposed Business Combination that may be required or appropriate as a ~~result~~portion of ~~applicable~~their ~~laws~~Class A orordinary ~~regulations~~shares orfor as a ~~condition~~per toshare ~~obtaining~~price ~~regulatory~~calculated ~~approval~~in ofaccordance ~~the~~with ~~proposed Business Combination; the ability of the combined company to meet stock exchange listing standards following the consummation of the proposed Business Combination, the combined company~~FEAC’s ~~ability~~organizational todocuments. raise additional capital to fund its produce development activity, and its ability to maintain key relationships and to attract and retain talented personnel; costs related to the proposed Business Combination; changes in applicable laws or regulations; the possibility that the combined company may be adversely affected by changes in domestic and foreign business, market, financial, political, legal conditions and laws and regulations; the inability of the parties to successfully or timely consummate the proposed Business Combination, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed Business Combination; or other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements and Risk Factor Summary” in FEAC’s ~~Annual~~public ~~Report~~shareholders onholding ~~Form~~ 10~~-K for the fiscal year ended December 31~~, ~~2022~~379,144 orClass A ~~other~~ordinary ~~documents~~shares ~~filed~~validly orelected to beredeem ~~filed~~their ~~from~~public ~~time to time by FEAC with the SEC~~shares.

~~Any~~The ~~forward-looking~~closing ~~statement speaks only as~~ of the ~~date on which it was made. FEAC anticipates that subsequent events and developments will cause FEAC~~Company’s ~~assessments~~Business toCombination ~~change.~~is ~~While~~expected ~~FEAC may elect~~ to ~~update~~occur ~~these~~on ~~forward-looking~~or ~~statements~~about atOctober 31, ~~some point in the future~~2023, ~~FEAC~~subject ~~specifically disclaims any obligation~~ to ~~do so, unless required by applicable law. Nothing in this Current Report should be regarded as a representation by any person that~~ the ~~forward-looking~~satisfaction ~~statements set forth herein will be achieved~~ or ~~that~~waiver ~~any~~ of the ~~contemplated~~conditions ~~results~~with ofrespect ~~such~~to ~~forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of~~ the ~~date~~Business ~~they are made~~Combination.

~~FEAC~~SIGNATURE disclaims any and all liability for any loss or damage (whether foreseeable or not) suffered or incurred by any person or entity as a result of anything contained or omitted from this Current Report and such liability is expressly disclaimed.

~~Participants~~Pursuant into the ~~Solicitation~~requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~FEAC~~Dated: ~~and its directors~~October 24, ~~managers,~~2023 executive officers, other members of management and employees may be deemed participants in the solicitation of proxies from FEAC’s shareholders with respect to the proposed Business Combination under the rules of the SEC. FEAC’s investors and security holders may obtain more detailed information regarding the names and interests in the proposed Business Combination of FEAC’s directors and officers, without charge, in FEAC’s filings with the SEC, including, when filed with the SEC, the preliminary proxy statement/prospectus and the amendments thereto, the definitive proxy statement/prospectus, and other documents filed with the SEC.

No Offer or Solicitation

This Current Report is not a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination and does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.		Description
99.1		Presentation entitled “enGene – Corporate Presentation”
104		Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 15, 2023


FORBION EUROPEAN ACQUISITION CORP.

By:		/s/ Jasper Bos
		Jasper Bos
		Chief Executive Officer

Filing Compare · Forbion European Acquisition Corp.