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frbn:Demands frbn:Individuals utr:D utr:Y

~~UNITED~~SECURITIES ~~STATES~~AND EXCHANGE COMMISSION

~~SECURITIES~~Washington, ~~AND~~D.C. ~~EXCHANGE~~20549 ~~COMMISSION~~

~~Washington, D.C. 20549~~ FORM 10-Q

~~FORM 10-Q~~☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☒For ~~QUARTERLY~~the ~~REPORT~~quarterly ~~PURSUANT~~period TOended September ~~SECTION~~30, 132023 ~~OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~OR ~~the quarterly period ended June 30, 2023~~

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission file

~~☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~number:001-41148

~~001-41148~~FORBION EUROPEAN ACQUISITION CORP.

~~FORBION~~(Exact ~~EUROPEAN~~Name ~~ACQUISITION~~of ~~CORP.~~Registrant as Specified in Its Charter)

(Exact Name of Registrant as Specified in Its Charter)


Cayman Islands		N/A
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

4001 Kennett Pike, Suite 302 Wilmington, Delaware		19807
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number,

Cayman Islands		N/A
(State or Other Jurisdiction ofIncorporation or Organization)		(I.R.S. EmployerIdentification Number)
4001 Kennett Pike, Suite 302Wilmington, Delaware		19807
(Address of Principal Executive Offices)		(Zip Code)

including area code:+1 302-273-0765

~~including~~Securities registered pursuant to Section ~~area code~~12(b) of the Act:~~+1 302-273-0765~~

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

Title of Each Class	TradingSymbol(s)	Name of Each Exchangeon 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

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

~~Securities~~None ~~registered pursuant to Section 12(g) of the Act:~~

~~None~~Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of

~~Indicate by check mark whether the registrant (1)~~Regulation ~~has filed all reports required to be filed by Section~~S-T ~~13 or 15~~(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days§232. ~~Yes ☒ No ☐~~ 405

of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated

~~Regulation~~filer,a Snon-~~T (§232.405~~accelerated

filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in

aRule ~~non~~12b-~~accelerated~~2 of

the Exchange Act. (Check one):

~~Rule 12b~~Large accelerated filer ☐ Accelerated filer ☐ Non-~~2 of~~accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒

~~Large~~If ~~accelerated~~an ~~filer~~emerging ☐growth ~~Accelerated~~company, ~~filer~~indicate ☐by ~~Non-accelerated~~check ~~filer~~mark ☒if ~~Smaller~~the registrant ~~reporting~~has ~~company~~elected ☒not ~~Emerging~~to ~~growth~~use ~~company~~the ☒extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in

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. ☐ Rule12b-2of

the Act). Yes ☒ No ☐

~~12b-2~~As of October 27, 2023, there were 12,650,000 shares of the Class A ordinary shares, $0.0001 par value, and 3,162,500 shares of Class B ordinary shares, $0.0001 par value, issued and outstanding

1FORBION EUROPEAN ACQUISITION CORP.

~~Table~~Form of10-Q ~~Contents~~

~~FORBION~~For ~~EUROPEAN~~the ~~ACQUISITION~~Three ~~CORP.~~and Nine Months Ended September 30, 2023

~~Form~~TABLE ~~10-Q~~OF CONTENTS

For the Three and Six Months Ended June 30, 2023


		Page
PART I. FINANCIAL INFORMATION			1
Item 1.	Financial Statements		1
	Condensed Consolidated Balance Sheets as of September 30, 2023 (Unaudited) and December 31, 2022		1
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited)		2
	Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited)		3
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022 (Unaudited)		4
	Notes to Condensed Consolidated Financial Statements (Unaudited)		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		31
Item 4.	Controls and Procedures		31
PART II - OTHER INFORMATION			32
Item 1.	Legal Proceedings		32
Item 1A.	Risk Factors		32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		32
Item 3.	Defaults upon Senior Securities		33
Item 4.	Mine Safety Disclosures		33
Item 5.	Other Information		34
Item 6.	Exhibits		34

		Page
PART I. FINANCIAL INFORMATION			1
Item 1.	Financial Statements		1
	Condensed Balance Sheets as of June 30, 2023 (Unaudited) and December 31, 2022		1
	Condensed Statements of Operations for the Three and Six Months Ended June 30, 2023 and 2022 (Unaudited)		2
	Condensed Statements of Changes in Shareholders’ Deficit for the Three and Six Months Ended June 30, 2023 and 2022 (Unaudited)		3
	Condensed Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022 (Unaudited)		4
	Notes to Condensed Financial Statements (Unaudited)		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		31
Item 4.	Controls and Procedures		31
PART II - OTHER INFORMATION			32
Item 1.	Legal Proceedings		32
Item 1A.	Risk Factors		32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		32
Item 3.	Defaults upon Senior Securities		33
Item 4.	Mine Safety Disclosures		33
Item 5.	Other Information		34
Item 6.	Exhibits		34

PART I. FINANCIAL INFORMATION

~~Table~~Item 1. ofFinancial ~~Contents~~Statements

~~P20Dhttp://fasb~~FORBION EUROPEAN ACQUISITION CORP.~~org/us-gaap/2023#RelatedPartyMemberhttp://fasb.org/us-gaap/2023#RelatedPartyMemberhttp://fasb.org/us-gaap/2023#RelatedPartyMemberhttp://fasb.org/us-gaap/2023#RelatedPartyMember~~

~~PART~~CONDENSED I.CONSOLIDATED ~~FINANCIAL~~BALANCE ~~INFORMATION~~SHEETS

Item 1. Financial Statements


	September 30, 2023			December 31, 2022
	(Unaudited)
Assets:
Current assets:
Cash	$	85,659		$	314,151
Prepaid expense		20,168			197,653

Total current assets		105,827			511,804
Cash and securities held in trust account		138,839,480			131,531,334

Total assets	$	138,945,307		$	132,043,138

Liabilities, Shares Subject to Redemption and Shareholders’ Deficit:
Current liabilities:
Accrued offering costs and expenses	$	7,412,974		$	844,605
Due to Related Party		48,699			48,904
Promissory Note - Related Party		2,680,000			—
Convertible Note - Related Party		1,500,000			—

Total current liabilities		11,641,673			893,509
Deferred underwriting commissions		3,727,500			3,727,500

Total liabilities		15,369,173			4,621,009

Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption, 12,650,000 shares at redemption value of approximately $10.98 and $10.40 at September 30, 2023 and December 31, 2022, respectively		138,839,480			131,531,334

Shareholders’ Deficit:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		—			—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none outstanding (excluding 12,650,000 shares subject to possible redemption issued) at September 30, 2023 and December 31, 2022		—			—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 3,162,500 shares issued and outstanding at September 30, 2023 and December 31, 2022		316			316
Additional paid-in capital		—			—
Accumulated deficit		(15,263,662	)		(4,109,521	)

Total shareholders’ deficit		(15,263,346	)		(4,109,205	)

Total Liabilities, Shares Subject to Redemption and Shareholders’ Deficit	$	138,945,307		$	132,043,138

The accompanying notes are an integral part

~~FORBION EUROPEAN ACQUISITION CORP.~~ of

these unaudited condensed consolidated financial statements.

~~CONDENSED~~1 ~~BALANCE SHEETS~~

	June 30, 2023			December 31, 2022
	(Unaudited)
Assets:
Current assets:
Cash	$	269,138		$	314,151
Prepaid expense		40,668			197,653
Total current assets		309,806			511,804
Cash and securities held in trust account		135,786,170			131,531,334
Total assets	$	136,095,976		$	132,043,138
Liabilities, Shares Subject to Redemption and Shareholders’ Deficit:
Current liabilities:
Accrued offering costs and expenses	$	5,493,223		$	844,605
Due to Related Party		48,699			48,904
Promissory Note - Related Party		965,000			—
Convertible Note - Related Party		1,500,000			—
Total current liabilities		8,006,922			893,509
Deferred underwriting commissions		3,727,500			3,727,500
Total liabilities		11,734,422			4,621,009
Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption, 12,650,000 shares at redemption value of approximately $10.73 and $10.40 at June 30, 2023 and December 31, 2022, respectively		135,786,170			131,531,334
Shareholders’ Deficit:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		—			—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none outstanding (excluding 12,650,000 shares subject to possible redemption issued) at June 30, 2023 and December 31, 2022		—			—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 3,162,500 shares issued and outstanding at June 30, 2023 and December 31, 2022		316			316
Additional paid-in capital		—			—
Accumulated deficit		(11,424,932	)		(4,109,521	)
Total shareholders’ deficit		(11,424,616	)		(4,109,205	)
Total Liabilities, Shares Subject to Redemption and Shareholders’ Deficit	$	136,095,976		$	132,043,138

Table of Contents

~~The~~FORBION ~~accompanying~~EUROPEAN ~~notes~~ACQUISITION ~~are an integral part of these unaudited condensed financial statements~~CORP.

1UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Table of Contents


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2023			2022			2023			2022
Operating costs	$	2,573,757		$	523,264		$	8,624,262		$	1,339,615

Loss from operations		(2,573,757	)		(523,264	)		(8,624,262	)		(1,339,615	)
Other income
Interest earned from Trust Account		1,788,310			595,872			4,778,146			750,354
Bank interest income		27			63			121			119

Total other income		1,788,337			595,935			4,778,267			750,473

Net (loss) income	$	(785,420	)	$	72,671		$	(3,845,995	)	$	(589,142	)

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		12,650,000			12,650,000			12,650,000			12,650,000

Basic and diluted net (loss) income per share, Class A ordinary shares subject to possible redemption	$	(0.05	)	$	0.00		$	(0.24	)	$	(0.04	)

Basic and diluted, weighted average shares outstanding – Class B ordinary shares		3,162,500			3,162,500			3,162,500			3,162,500

Basic and diluted net (loss) income per share, Class B ordinary shares	$	(0.05	)	$	0.00		$	(0.24	)	$	(0.04	)

~~FORBION~~The ~~EUROPEAN~~accompanying ~~ACQUISITION~~notes ~~CORP~~are an integral part of these unaudited condensed consolidated financial statements.

~~UNAUDITED~~2 ~~CONDENSED STATEMENTS OF OPERATIONS~~

	For the Three Months Ended June 30,						For the Six Months Ended June 30
	2023			2022			2023			2022
Operating costs	$	4,283,705		$	371,332		$	6,050,505		$	816,351
Loss from operations		(4,283,705	)		(371,332	)		(6,050,505	)		(816,351	)
Other income
Interest earned from Trust Account		1,575,269			113,029			2,989,836			154,482
Bank interest income		51			22			94			56
Total other income		1,575,320			113,051			2,989,930			154,538
Net loss	$	(2,708,385	)	$	(258,281	)	$	(3,060,575	)	$	(661,813	)
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		12,650,000			12,650,000			12,650,000			12,650,000
Basic and diluted net loss per share, Class A ordinary shares subject to possible redemption	$	(0.17	)	$	(0.02	)	$	(0.19	)	$	(0.04	)
Basic and diluted, weighted average shares outstanding – Class B ordinary shares		3,162,500			3,162,500			3,162,500			3,162,500
Basic and diluted net loss per share, Class B ordinary shares	$	(0.17	)	$	(0.02	)	$	(0.19	)	$	(0.04	)

Table of Contents

~~The~~FORBION ~~accompanying~~EUROPEAN ~~notes~~ACQUISITION ~~are an integral part of these unaudited condensed financial statements~~CORP.

2UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

~~Table~~FOR ofTHE ~~Contents~~THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

FORBION EUROPEAN ACQUISITION CORP.


	Class A Ordinary Share				Class B Ordinary Share				Additional Paid-In Capital		Accumulated Deficit			Shareholders’ Deficit
	Shares		Amount		Shares		Amount		Additional Paid-In Capital		Accumulated Deficit			Shareholders’ Deficit
Balance as of January 1, 2023		—	$	—		3,162,500	$	316	$	—	$	(4,109,521	)	$	(4,109,205	)
Re-measurement of Class A ordinary shares subject to possible redemption to redemption amount		—		—		—		—		—		(1,414,567	)		(1,414,567	)
Net loss		—		—		—		—		—		(352,190	)		(352,190	)

Balance as of March 31, 2023 (unaudited)		—		—		3,162,500		316		—		(5,876,278	)		(5,875,962	)
Re-measurement of Class A ordinary shares subject to possible redemption to redemption amount		—		—		—		—		—		(2,840,269	)		(2,840,269	)
Net loss		—		—		—		—		—		(2,708,385	)		(2,708,385	)

Balance as of June 30, 2023 (unaudited)		—	$	—		3,162,500	$	316	$	—	$	(11,424,932	)	$	(11,424,616	)

Re-measurement of Class A ordinary shares subject to possible redemption to redemption amount		—		—		—		—		—		(3,053,310	)		(3,053,310	)
Net loss		—		—		—		—		—		(785,420	)		(785,420	)

Balance as of September 30, 2023 (unaudited)		—	$	—		3,162,500	$	316	$	—	$	(15,263,662	)	$	(15,263,346	)

~~UNAUDITED~~FOR ~~CONDENSED~~THE ~~STATEMENTS~~THREE OFAND ~~CHANGES~~NINE INMONTHS ~~SHAREHOLDERS’~~ENDED ~~DEFICIT~~SEPTEMBER 30, 2022

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023


	Class A Ordinary Share				Class B Ordinary Share				Additional Paid-In Capital		Accumulated Deficit			Shareholders’ Deficit
	Shares		Amount		Shares		Amount		Additional Paid-In Capital		Accumulated Deficit			Shareholders’ Deficit
Balance as December 31, 2021 (audited)		—	$	—		3,162,500	$	316	$	—	$	(2,278,322	)	$	(2,278,006	)
Re-measurement of Class A ordinary shares subject to possible redemption to redemption amount		—		—		—		—		—		(41,453	)		(41,453	)
Net loss		—		—		—		—		—		(403,532	)		(403,532	)

Balance as of March 31, 2022 (unaudited)		—		—		3,162,500		316		—		(2,723,307	)		(2,722,991	)
Re-measurement of Class A ordinary shares subject to possible redemption to redemption amount		—		—		—		—		—		(113,029	)		(113,029	)
Net loss		—		—		—		—		—		(258,281	)		(258,281	)

Balance as of June 30, 2022 (unaudited)		—		—		3,162,500		316		—		(3,094,617	)		(3,094,301	)
Re-measurement of Class A ordinary shares subject to possible redemption to redemption amount		—		—		—		—		—		(595,872	)		(595,872	)
Net loss		—		—		—		—		—		72,671			72,671

Balance as of September 30, 2022 (unaudited)		—	$	—		3,162,500	$	316	$	—	$	(3,617,818	)	$	(3,617,502	)

	Class A Ordinary Share				Class B Ordinary Share				Additional Paid-In		Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance as of January 1, 2023		—	$	—		3,162,500	$	316	$	—	$	(4,109,521	)	$	(4,109,205	)
Re-measurement of Class A ordinary shares subject to possible redemption to redemption amount		—		—		—		—		—		(1,414,567	)		(1,414,567	)
Net loss		—		—		—		—		—		(352,190	)		(352,190	)
Balance as of March 31, 2023 (unaudited)		—		—		3,162,500		316		—		(5,876,278	)		(5,875,962	)
Re-measurement of Class A ordinary shares subject to possible redemption to redemption amount		—		—		—		—		—		(2,840,269	)		(2,840,269	)
Net loss		—		—		—		—		—		(2,708,385	)		(2,708,385	)
Balance as of June 30, 2023 (unaudited)		—	$	—		3,162,500	$	316	$	—	$	(11,424,932	)	$	(11,424,616	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

~~FOR~~3 ~~THE THREE AND SIX MONTHS ENDED JUNE 30, 2022~~

	Class A Ordinary Share				Class B Ordinary Share				Additional Paid-In		Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance as January 1, 2022		—	$	—		3,162,500	$	316	$	—	$	(2,278,322	)	$	(2,278,006	)
Re-measurement of Class A ordinary shares subject to possible redemption to redemption amount		—		—		—		—		—		(41,453	)		(41,453	)
Net loss		—		—		—		—		—		(403,532	)		(403,532	)
Balance as of March 31, 2022 (unaudited)		—		—		3,162,500		316		—		(2,723,307	)		(2,722,991	)
Re-measurement of Class A ordinary shares subject to possible redemption to redemption amount		—		—		—		—		—		(113,029	)		(113,029	)
Net loss		—		—		—		—		—		(258,281	)		(258,281	)
Balance as of June 30, 2022 (unaudited)		—	$	—		3,162,500	$	316	$	—	$	(3,094,617	)	$	(3,094,301	)

Table of Contents

~~The~~FORBION ~~accompanying~~EUROPEAN ~~notes~~ACQUISITION ~~are an integral part of these unaudited condensed financial statements~~CORP.

3UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Table of Contents


	For the Nine Months Ended September 30,
	2023			2022
Cash flows from operating activities:
Net loss	$	(3,845,995	)	$	(589,142	)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on cash and marketable securities held in Trust Account		(4,778,146	)		(750,354	)
Changes in operating assets and liabilities:
Prepaid expenses		177,485			379,189
Accrued offering costs and expenses		6,568,369			309,690
Due to related party		(205	)		38,314

Net cash used in operating activities		(1,878,492	)		(612,303	)

Cash flows from investing activities:
Principal deposited in Trust Account		(2,530,000	)		—

Net cash used in investing activities		(2,530,000	)		—

Cash flows from financing activities:
Proceeds from issuance of promissory note to related party		2,680,000			—
Proceeds from issuance of convertible note to related party		1,500,000			—

Net cash provided by financing activities		4,180,000			—

Net change in cash		(228,492	)		(612,303	)
Cash, beginning of the period		314,151			1,069,298

Cash, end of the period	$	85,659		$	456,995

Supplemental disclosure of cash flow information:
Remeasurement Adjustment of Class A ordinary shares subject to possible redemption	$	7,308,146		$	—

~~FORBION~~The ~~EUROPEAN~~accompanying ~~ACQUISITION~~notes ~~CORP~~are an integral part of these unaudited condensed consolidated financial statements.

~~UNAUDITED~~4 ~~CONDENSED STATEMENTS OF CASH FLOWS~~

	For the Six Months Ended June 30,
	2023			2022
Cash flows from operating activities:
Net loss	$	(3,060,575	)	$	(661,813	)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on cash and marketable securities held in Trust Account		(2,989,836	)		(154,482	)
Changes in operating assets and liabilities:
Prepaid expenses		156,985			246,724
Accrued offering costs and expenses		4,648,618			237,283
Due to related party		(205	)		37,903
Net cash used in operating activities		(1,245,013	)		(294,385	)
Cash flows from investing activities:
Principal deposited in Trust Account		(1,265,000	)		—
Net cash used in investing activities		(1,265,000	)		—
Cash flows from financing activities:
Proceeds from issuance of promissory note to related party		965,000			—
Proceeds from issuance of convertible note to related party		1,500,000			—
Net cash provided by financing activities		2,465,000			—
Net change in cash		(45,013	)		(294,385	)
Cash, beginning of the period		314,151			1,069,298
Cash, end of the period	$	269,138		$	774,913
Supplemental disclosure of cash flow information:
Remeasurement Adjustment of Class A ordinary shares subject to possible redemption	$	4,254,836		$	—

Table of Contents

~~The~~FORBION ~~accompanying~~EUROPEAN ~~notes~~ACQUISITION ~~are an integral part of these unaudited condensed financial statements~~CORP.

4NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~Table~~Note of1 — Organization, ~~Contents~~Business Operation, Going Concern and Liquidity

~~FORBION~~Forbion ~~EUROPEAN~~European ~~ACQUISITION~~Acquisition ~~CORP~~Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on August 9, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses or entities (the “Business Combination”).

~~NOTES~~The TOCompany ~~CONDENSED~~has ~~FINANCIAL~~one ~~STATEMENTS~~wholly ~~(UNAUDITED)~~owned subsidiary, 15333881 Canada Inc, a Canadian private limited liability company incorporated on September 5, 2023 in anticipation of the consummation of the contemplated business combination between the Company, enGene, Inc. and enGene Holdings Inc. announced on May 16, 2023.

As of September 30, 2023, the Company had not commenced any operations. All activity through September 30, 2023 relates to the Company’s formation and the Initial Public Offering (the “IPO” or “Public Offering”) which is described below, and the Company’s completion of a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company

~~Note 1~~will —generate ~~Organization, Business Operation, Going Concern and Liquidity~~ non-operating income

the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering.

~~Forbion~~The ~~European Acquisition Corp. (the “~~Company”)’s ~~was~~Sponsor ~~incorporated~~is asForbion aGrowth ~~Cayman~~Sponsor ~~Islands~~FEAC ~~exempted~~I ~~company on August 9~~B.V., ~~2021. The Company was incorporated for the purpose of effecting~~ a ~~merger,~~Dutch ~~share~~private ~~exchange,~~limited ~~asset~~liability ~~acquisition,~~company ~~share purchase, reorganization or similar Business Combination with one or more businesses or entities~~ (the “~~Business Combination~~Sponsor”).

The registration statement for the Company’s IPO was declared effective on December 9, 2021 (the “Effective Date”). On December 14, 2021, the Company’s commenced the IPO of 11,000,000 units (or 12,650,000 units if the underwriters’ over-allotment option is exercised in full) at $10.00 per unit (the “Units”), which is discussed in Note 3. Each Unit consists of one Class A ordinary

~~will~~share ~~generate~~and ~~non~~one-~~operating~~third ~~income~~of

one redeemable warrant (the “Public Warrants”). Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share. On December 15, 2021, the underwriters exercised their full over-allotment option and purchased the additional Units available to them. The aggregate Units sold in the IPO and subsequent over-allotment were 12,650,000 and generated gross proceeds of $126,500,000.

~~The~~Simultaneously ~~Company’s~~with ~~Sponsor~~the isconsummation ~~Forbion~~of ~~Growth~~the ~~Sponsor~~IPO, ~~FEAC~~the ICompany ~~B.V.~~consummated the private placement of 4,700,000 awarrants ~~Dutch~~(or 5,195,000 warrants ~~private~~when ~~limited~~the ~~liability~~underwriters’ ~~company~~over-allotment option was fully exercised on December 15, 2021) (the “~~Sponsor~~Private Placement Warrants”) to the Sponsor, at a price of $1.50 per Private Placement Warrant. The sale of the Private Placement Warrants in connection with the IPO and subsequent over-allotment option exercise generated gross proceeds of $7,792,500.

~~share~~Transaction costs related to the IPO amounted to $5,793,160 consisting of $1,800,000 of underwriting commissions, $3,150,000 of deferred underwriting commissions, and $843,160 ~~one~~of other offering costs. The underwriters’ exercise of their full over-~~third~~allotment option generated an additional $907,500 in transaction costs for aggregate transaction costs of $6,700,660 consisting of $2,130,000 of underwriting commissions, $3,727,500 of deferred underwriting commissions and $843,160 of other offering costs. In addition, $1,641,236 of cash was held outside of the Trust Account (as defined below) and is available for working capital purposes.

~~Simultaneously~~On ~~with~~December 15, ~~the consummation of the IPO~~2021, the ~~Company~~underwriter ~~consummated~~fully ~~the~~exercised ~~private placement of 4,700,000 warrants (or 5,195,000 warrants when~~ the ~~underwriters’~~ over-allotment option ~~was~~and ~~fully~~purchased ~~exercised~~an onadditional ~~December 15~~1,650,000 ~~2021)~~Units ~~(the~~for ~~“Private~~additional ~~Placement~~gross ~~Warrants”)~~proceeds ~~to the Sponsor, at a price~~ of $116,500,000.~~50 per~~ ~~Private~~Simultaneously ~~Placement~~with ~~Warrant.~~the ~~The~~exercise ~~sale~~ of the ~~Private~~over-allotment ~~Placement~~option, ~~Warrants in connection with~~ the ~~IPO~~Sponsor ~~and~~purchased ~~subsequent~~an ~~over-allotment~~additional 495,000 Private ~~option~~Placement ~~exercise~~Warrants ~~generated~~for additional gross proceeds of $7742,~~792,~~500.

Transaction costs related to the IPO amounted to $5,793,160 consisting of $1,800,000 of underwriting commissions, $3,150,000 of deferred underwriting commissions, and $843,160 of other offering costs. The underwriters’ exercise of their full over-allotment option generated an additional $907,500 in transaction costs for aggregate transaction costs of $6,700,660 consisting of $2,130,000 of underwriting commissions, $3,727,500 of deferred underwriting commissions and $843,160 of other offering costs. ~~In addition, $1,641,236 of cash was held outside of the Trust Account (as defined below) and is available for working capital purposes.~~

OnFollowing ~~December 15,~~the ~~2021,~~closing of the ~~underwriter~~exercise ~~fully~~of ~~exercised~~ the underwriters’ full over-allotment option, ~~and purchased~~ an additional 1$16,~~650~~170,000 ~~Units~~was ~~for~~placed ~~additional~~in ~~gross~~the Trust Account for aggregate proceeds in the Trust Account of $16129,~~500~~662,~~000~~500 ($10.25 ~~Simultaneously~~per ~~with~~Unit). ~~the~~As ~~exercise~~a result of the underwriters’ over-allotment option exercise, ~~the Sponsor purchased an additional 495~~412,~~000 Private~~500 ~~Placement~~Founder ~~Warrants~~Shares ~~for~~are ~~additional~~no ~~gross~~longer ~~proceeds~~subject ofto ~~$742,500~~forfeiture.

~~The~~5 underwriters’ exercise of their full over-allotment option generated an additional $907,500 in transaction costs for aggregate transaction costs of $6,700,660 consisting of $2,130,000 of underwriting commissions, $3,727,500 of deferred underwriting commissions and $843,160 of other offering costs.

~~Following~~Table ~~the closing~~ of the exercise of the underwriters’ full over-allotment option, an additional $16,170,000 was placed in the Trust Account for aggregate proceeds in the Trust Account of $129,662,500 ($10.25 per Unit). As a result of the underwriters’ over-allotment option exercise, 412,500 Founder Shares are no longer subject to forfeiture. Contents

5The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

~~Table~~The Company must complete one or more initial Business Combinations having an aggregate fair market value of ~~Contents~~at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of signing a definitive agreement in connection with the initial Business Combination. However, the Company will complete the initial Business Combination only if the post-Business Combination company in which its public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully.

Following the closing of the IPO on December 14, 2021, $113,492,500 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was deposited into a trust account (the “Trust Account”). This amount was comprised of $10.25 per Unit for the 11,000,000 Units sold in the IPO in addition to a $742,500 Deposit in Advance from the Sponsor related to the underwriters’ exercise of the full over-allotment option which took place the following day on December 15, 2021. Following the closing of the IPO and the exercise of the underwriters’ full over-allotment option, $129,662,500 ($10.25 per Unit) was held in the Trust Account and will only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Rule 2a-7 promulgated under

the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its income taxes, if any, the Company’s amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from the Public Offering and the sale of the Private Placement Warrants held in the Trust Account will not be released from the Trust Account (1) to the Company, until the completion of the initial Business Combination, or (2) to its public shareholders, until the earliest of (a) the completion of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within Combination Period or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares, and (c) the redemption of the public shares if the Company has not consummated the Company’s Business Combination within Combination Period, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial Business Combination or liquidation if the Company has not consummated an initial Business Combination within Combination Period, with respect to such Class A ordinary shares so redeemed. The funds held in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of its public shareholders. As it is expected that we are and will continuously be considered a Dutch tax resident, any redemption proceeds (including interest income on the trust account) distributed to our shareholders in excess of the

The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of signing a definitive agreement in connection with the initial Business Combination. However, the Company will complete the initial Business Combination only if the postpaid-~~Business Combination company in which its public shareholders own shares will own or acquire~~up 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. capital for

Dutch tax purposes may be subject to 15% Dutch dividend withholding tax.

~~Rule~~The Company will provide holders (the “Public Shareholders”) of its Class ~~2a-7~~A ordinary shares, par value $0.0001, sold in the IPO (the “Public Shares”), with the opportunity to redeem all or a portion of their Class ~~promulgated~~A ordinary shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable law or stock exchange listing requirement.

~~paid-up capital for~~6

~~The~~Table ~~Company will provide holders (the “Public Shareholders”)~~ of its Class A ordinary shares, par value $0.0001, sold in the IPO (the “Public Shares”), with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable law or stock exchange listing requirement. Contents

The Company will provide its Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination, regardless of whether such shareholder votes on such proposed Business Combination, and if they do vote, regardless of whether they vote for or against such proposed Business Combination, at

6 a per-share price, payable in

cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any, divided by the number of then-outstanding Public Shares, subject to the limitations described herein. The amount in the Trust Account is initially anticipated to be $10.25 per public share.

~~Table~~The per share amount that the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of ~~Contents~~the initial Business Combination with respect to the Company’s warrants. Further, the Company will not proceed with redeeming the Public Shares, even if a Public Shareholder has properly elected to redeem its Public Shares if a Business Combination does not close.

The ordinary shares subject to redemption were recorded at a ~~per-share price~~ redemption value and classified as temporary equity upon the completion of the Public Offering, ~~payable~~ in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.

The ~~per~~Company’s ~~share~~amended ~~amount~~and restated memorandum and articles of association provides that the Company will ~~distribute~~have toonly 18 months ~~investors~~from ~~who~~the ~~properly~~closing ~~redeem~~of ~~their~~the ~~shares~~Public ~~will~~Offering ~~not~~(or beup ~~reduced~~to 24 months byfrom the ~~deferred~~closing ~~underwriting~~of ~~commissions~~the IPO if the Company ~~will~~extends ~~pay~~the toperiod ~~the~~of ~~underwriters.~~time ~~The~~to ~~redemption~~consummate ~~rights~~a ~~will~~Business ~~include~~Combination, subject to the ~~requirement~~Sponsor ~~that~~depositing aadditional ~~beneficial~~funds ~~holder~~in ~~must~~the ~~identify~~Trust ~~itself~~Account) in(the ~~order~~“Combination Period”) to ~~validly~~consummate ~~redeem~~ its ~~shares~~initial Business Combination. ~~There~~On ~~will~~June 6, be2023 noand ~~redemption~~September 13, ~~rights~~2023, ~~upon~~the Company extended the ~~completion~~period of ~~the~~time ~~initial~~to consummate a Business Combination ~~with~~from ~~respect~~June 14, 2023 to September 14, 2023 and from September 14, 2023 to December 14, 2023 by having the ~~Company’s~~Sponsor ~~warrants~~deposit, on the date of each extension, an additional $1,265,000, or $0.10 ~~Further~~per unit, into the ~~Company~~Trust ~~will~~Account, ~~not~~in ~~proceed~~accordance with ~~redeeming~~ the ~~Public~~Company’s ~~Shares,~~amended ~~even~~and ifrestated amemorandum ~~Public~~and ~~Shareholder~~articles ~~has~~of ~~properly~~association ~~elected~~and tothe ~~redeem~~Investment ~~its~~Management ~~Public~~Trust ~~Shares~~Agreement ifby aand ~~Business~~between ~~Combination~~the ~~does~~Company ~~not~~and ~~close~~Continental Stock Transfer & Trust Company, dated as of December 9, 2021.

If the Company has not consummated an initial Business Combination within Combination Period, the Company will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares,

~~The ordinary shares subject to redemption were recorded~~ at a ~~redemption value and classified as temporary equity upon the completion of the Public Offering~~ per-share price, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. payable

in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and its board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to consummate an initial Business Combination within Combination Period.

The ~~Company’s~~Sponsor ~~amended~~ and ~~restated~~each ~~memorandum~~member ~~and~~of ~~articles~~its ofmanagement ~~association~~team ~~provides~~have ~~that~~entered into an agreement with the Company, ~~will~~pursuant to which they have ~~only~~agreed to (i) ~~18 months~~waive ~~from~~their ~~the~~redemption ~~closing~~rights ofwith ~~the~~respect ~~Public~~to ~~Offering~~their Founder Shares (orii) waive uptheir redemption rights with respect to ~~24 months~~ ~~from~~their ~~the~~Founder ~~closing~~Shares ofand ~~the~~public ~~IPO~~shares ifin connection with a shareholder vote to approve an amendment to the Company’s ~~extends~~amended ~~the~~and ~~period~~restated memorandum and articles of ~~time~~association to(A) that ~~consummate~~would amodify ~~Business~~the ~~Combination,~~substance ~~subject~~or totiming of the ~~Sponsor~~Company’s ~~depositing~~obligation ~~additional~~to ~~funds~~provide inholders of the ~~Trust~~Class A ~~Account)~~ordinary (shares the ~~“Combination~~right ~~Period”)~~ to ~~consummate~~have ~~its~~their shares redeemed in connection with the initial Business Combination. Onor ~~June 6,~~to ~~2023,~~redeem 100% of the ~~Company~~public ~~extended~~shares if the ~~period~~Company ofdoes ~~time~~not tocomplete ~~consummate~~the ainitial Business Combination ~~from~~within ~~June~~Combination Period or (B) ~~14,~~with ~~2023~~respect to ~~September 14,~~any ~~2023~~other byprovision ~~having~~relating to the ~~Sponsor~~rights ~~deposit~~of anholders ~~additional~~of ~~$1,265,000,~~the orClass A ~~$0.10~~ordinary ~~per~~shares ~~unit,~~and ~~into~~(iii) waive their rights to liquidating distributions from the Trust Account, inwith ~~accordance~~respect ~~with~~to any Founder Shares they hold if the Company’s ~~amended~~fails ~~and~~to ~~restated~~consummate ~~memorandum~~an ~~and~~initial ~~articles~~Business ofCombination ~~association~~within ~~and~~Combination ~~the~~Period ~~Investment~~(although ~~Management~~they will be entitled to liquidating distributions from the Trust ~~Agreement~~Account bywith ~~and~~respect ~~between~~to any Public Shares they hold if the Company ~~and~~fails ~~Continental~~to ~~Stock~~complete ~~Transfer &~~the ~~Trust~~initial ~~Company,~~Business ~~dated~~Combination aswithin ofthe ~~December 9,~~prescribed ~~2021~~time frame).

~~at a per-share price, payable~~7

~~The~~Table ~~Sponsor and each member~~ of its management team have entered into an agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within Combination Period or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to consummate an initial Business Combination within Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the prescribed time frame). Contents

7The Company’s amended and restated memorandum and articles of association provides that the Company will have only until 18 months from the closing of the Public Offering to complete a Business Combination. However, if the Company anticipates that it may not be able to consummate a Business Combination within 18 months, the Company may extend the period of time to consummate a Business Combination by up to two additional three-month periods for a total of 24 months to complete a Business Combination (the “Combination Period”). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account, for each additional three-month period, $1,265,000 ($0.10 per Public Share in either case), on or prior to the date of the applicable deadline. On June 6, 2023 and September 13, 2023, the Company extended the period of time to consummate a Business Combination from June 14, 2023 to September 14, 2023 and from September 14, 2023 to December 14, 2023 by having the Sponsor deposit, on the date of each extension, an additional $1,265,000, or $0.10 per unit, into the Trust Account, in accordance with the Company’s amended and restated memorandum and articles of association and the Investment Management Trust Agreement by and between the Company and Continental Stock Transfer & Trust Company, dated as of December 9, 2021.

~~Table~~The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of ~~Contents~~funds in the Trust Account to below (1) $10.25 per public share or (2) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such obligations.

~~The~~On ~~Company’s~~May 16, ~~amended~~2023, ~~and restated memorandum and articles of association provides that~~ the Company ~~will~~entered ~~have~~into ~~only until 18 months from the closing of the Public Offering to complete~~ a Business Combination. ~~However,~~Agreement if(as ~~the Company anticipates that~~ it may ~~not~~ be ~~able~~amended toand/or ~~consummate~~restated afrom ~~Business~~time ~~Combination~~to ~~within 18 months~~time, the ~~Company may extend the period of time to consummate a~~ “Business Combination byAgreement”) upwith toenGene, ~~two~~Inc., ~~additional~~a ~~three-month~~corporation ~~periods~~incorporated ~~for~~under athe ~~total~~laws of ~~24 months~~ toCanada ~~complete a Business Combination~~ (~~the~~ “~~Combination Period~~enGene”). Inand ~~order~~enGene toHoldings ~~extend~~Inc., ~~the time available for the Company to consummate~~ a ~~Business~~corporation ~~Combination,~~incorporated ~~the~~under ~~Sponsor or its affiliate or designees must deposit into~~ the ~~Trust~~laws ~~Account,~~of ~~for~~Canada ~~each additional three-month period, $1,265,000~~ (~~$0.10 per Public Share in either case~~“Newco”), oncontemplating ~~or prior to~~ the ~~date~~proposed ofbusiness ~~the~~combination ~~applicable~~among ~~deadline. On June 6, 2023,~~ the Company ~~extended the period of time to consummate a Business Combination from June 14~~, ~~2023~~enGene toand ~~September 14,~~Newco ~~2023 by having~~ (the ~~Sponsor~~“Business ~~deposit an additional $1,265,000, or $0~~Combination”).10 ~~per~~See ~~unit,~~Note ~~into~~6 ~~the~~for ~~Trust~~further ~~Account,~~information inrelating ~~accordance~~to ~~with~~ the ~~Company’s~~Business ~~amended~~Combination ~~and restated memorandum and articles of association and the Investment Management Trust~~ Agreement by and ~~between~~ the ~~Company~~Business ~~and Continental Stock Transfer & Trust Company, dated as of December 9, 2021~~Combination.

On August 9, 2023, Newco filed a registration statement on Form

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.25 per public share or (2) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such thirdS-party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such obligations. 4

with the U.S. Securities and Exchange Commission (“SEC”) in connection with the contemplated Business Combination with the Company and enGene (as amended from time to time, the “Registration Statement”). The Registration Statement was declared effective by the SEC on September 29, 2023.

On ~~May~~October 1624, 2023, the Company ~~entered~~held ~~into~~an aExtraordinary General Meeting in connection with the Business Combination. ~~Agreement~~Based ~~(as~~upon itthe ~~may~~submission beof ~~amended~~proxies and~~/or~~ ~~restated~~ballots, ~~from~~a ~~time~~majority toof ~~time,~~the shares of the ~~“Business~~Company’s ~~Combination~~ordinary ~~Agreement”)~~shares ~~with~~issued ~~enGene,~~and ~~Inc.,~~outstanding aand ~~corporation~~entitled ~~incorporated~~to ~~under~~vote at the ~~laws~~close of ~~Canada~~business ~~(“enGene”)~~on ~~and~~the ~~enGene~~record ~~Holdings~~date ~~Inc.,~~were apresent ~~corporation~~at ~~incorporated~~the ~~under~~Extraordinary ~~the~~General ~~laws~~Meeting ofby ~~Canada~~proxy ~~(“Newco”),~~or ~~contemplating~~by attendance via the ~~proposed~~virtual ~~business~~meeting ~~combination~~website, ~~among~~which ~~the~~constituted ~~Company,~~a ~~enGene~~quorum. ~~and~~All ~~Newco~~proposals (submitted to a vote of the ~~“Business~~shareholders ~~Combination”).~~of ~~See~~the ~~Note~~Company 6at ~~for~~the ~~further~~Extraordinary ~~information~~General ~~relating~~Meeting, including the proposal to approve the Business Combination, ~~Agreement~~were ~~and~~approved by the ~~Business~~required ~~Combination~~vote.

~~S-4~~In connection with the shareholder vote at the Extraordinary General Meeting, the Company’s public shareholders had the right to elect to redeem all or a portion of their Class A ordinary shares for a per share price calculated in accordance with the Company’s organizational documents. The Company’s public shareholders holding 10,379,144 Class A ordinary shares validly elected to redeem their public shares for a pro rata portion of the funds in the Company’s Trust Account for $114,292,161 (approximately $11.01 per share).

~~Liquidity~~The Closing is expected to occur on or about October 31, ~~Capital~~2023, ~~Resource~~subject ~~and~~to ~~Going~~the ~~Concern~~satisfaction or waiver of the conditions with respect to the Business Combination.

~~At June 30~~Liquidity, ~~2023,~~Capital ~~the~~Resource ~~Company had $269,138 in its operating bank account~~ and ~~working~~Going ~~capital~~Concern ~~deficit of approximately $7,697,116.~~

InAt ~~addition~~September 30, ~~in order to finance transaction costs in connection with a Business Combination~~2023, the Company’s ~~Sponsor~~had $85,659 orin anits ~~affiliate~~operating ofbank ~~the~~account ~~Sponsor or certain of the Company’s officers~~ and ~~directors~~working ~~may,~~capital ~~but~~deficit ~~are not obligated to, provide the Company Working Capital Loans. As~~ of ~~June 30, 2023 and December 31, 2022, there was~~ $111,~~200~~535,~~000 and $0 outstanding under the Working Capital Loans, respectively~~846.

~~205-40~~In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans. As of September 30, 2023 and December 31, 2022, there was $1,650,000 and $0 outstanding under the Working Capital Loans, respectively, of which $750,000 is recorded as promissory note – related party and $900,000 is recorded as convertible note – related party on the condensed consolidated balance sheets.

In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC

~~Further~~205-40, management has determined that if the Company is unable to complete a Business Combination by September 14, 2023 (or by December 14, 2023 if the Company further extends the period of time to consummate a Business Combination, by resolution of the Company’s board of directors and if requested by the Company’s sponsor subject to the Sponsor depositing additional funds in the Trust Account, as further described herein), then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution as well as the Company’s liquidity condition raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Combination Period.

Presentation of Financial Statements—Going Concern”, management has determined that the Company has and will continue to incur significant costs in pursuit of its acquisition plans which raises substantial doubt about the Company’s ability to continue as a going concern. Moreover, the Company may need to obtain additional financing either to complete the initial Business Combination or because the Company becomes obligated to redeem a significant number of the Company’s Public Shares upon consummation of the initial Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of the initial Business Combination. If the Company is unable to complete the initial Business Combination because the Company does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following the initial Business Combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet certain obligations.

8Further, management has determined that if the Company is unable to complete a Business Combination by December 14, 2023, then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution as well as the Company’s liquidity condition raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Combination Period.

~~Table~~8 ~~of Contents~~

~~Risks~~Table ~~and~~of ~~Uncertainties~~ Contents

~~COVID-19~~Risks and Uncertainties

~~Note~~Management ~~2 — Significant~~is ~~Accounting~~currently ~~Policies~~evaluating the impact of the current global economic uncertainty, rising interest rates, rising inflation, increases in energy prices, supply chain disruptions and the Russia-Ukraine armed conflict (including the impact of any sanctions imposed in response thereto) and has concluded that while it is reasonably possible that any of these could have a negative effect on the Company’s financial position, results of operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s business and its ability to complete an initial Business Combination.

~~Basis~~Note of2 — Significant ~~Presentation~~Accounting Policies

~~Form 10-Q and~~Basis of Presentation

The accompanying unaudited condensed consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and in accordance with the instructions on

~~Regulation~~Form S10-XQ ofand

Article 8 of

~~Form~~Regulation 10S-KX of

the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Annual Report on

~~Emerging Growth Company Status~~ Form 10-K

for the year ended December 31, 2022 filed with the SEC on March 30, 2023.

~~non-binding~~Principles of Consolidation

~~non-emerging~~The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, 15333881 Canada Inc. There has been no intercompany activity since inception.

9Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a

~~Table of Contents~~non-binding

advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

~~Use of Estimates~~ non-emerging

growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

~~The~~9 preparation of the unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the unaudited condensed financial statements and the reported amounts of expenses during the reporting period.

~~Making~~Table ~~estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate~~ of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Contents

~~Cash~~Use ~~and~~of ~~Cash~~Estimates ~~Equivalents~~

The ~~Company~~preparation ~~considers~~of ~~all~~the ~~short-term~~unaudited ~~investments~~condensed ~~with~~consolidated anfinancial ~~original~~statements ~~maturity~~in ofconformity ~~three~~with ~~months~~U.S. orGAAP ~~less~~requires ~~when~~the ~~purchased~~Company’s management to bemake ~~cash~~estimates ~~equivalents.~~and ~~The~~assumptions ~~Company~~that ~~did~~affect ~~not~~the ~~have~~reported ~~any~~amounts ~~cash~~of ~~equivalents~~assets asand liabilities and disclosure of ~~June 30,~~contingent ~~2023~~assets and ~~December 31,~~liabilities ~~2022~~at the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period.

~~Fair~~Making ~~Value~~estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of ~~Financial~~the ~~Instruments~~effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

~~The~~Cash ~~fair value of the Company’s assets~~ and ~~liabilities,~~Cash ~~which~~Equivalents qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature.

~~are re~~The Company considers all short-~~measured~~term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2023 and December 31, 2022.

~~and non-financial assets~~Fair Value of Financial Instruments

~~are re-measured~~ The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature.

The Company follows the guidance in ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: are re-measured

and reported at fair value at each reporting period,

Level 1 —		Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.
Level 2 —		Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.
Level 3 —		Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

and non-financial assets

and liabilities that

10 are re-measured and

reported at fair value at least annually.

~~Table~~The fair value of ~~Contents~~the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Cash and Securities Held in Trust Account


Level 1 —		Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Level 2 —		Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

Level 3 —		Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

~~held-to-maturity~~10

~~Held-to-maturity~~Table of Contents

Cash and Securities Held~~-to-maturity~~ in Trust Account

As of September 30, 2023, investment in the Company’s Trust Account consisted of $3,776 in cash and $138,835,704 in U.S. Treasury Securities. As of December 31, 2022, investment in the Company’s Trust Account consisted of $1,375 in cash and $131,529,959 in U.S. Treasury Securities. All of the U.S. Treasury Securities will mature on October 3, 2023. The Company classified its U.S. Treasury Securities as

	Carrying Value as of June 30, 2023		Quoted Prices in Active Markets (Level 1)		Gross Unrealized Gains
U.S. Treasury Securities	$	135,784,943	$	135,833,058	$	48,115
Cash		1,227		—		—
	$	135,786,170	$	135,833,058	$	48,115

held-to-maturity

in accordance with FASB ASC Topic 320 “Investments—Debt and Equity Securities”.

	Carrying Value as of December 31, 2022		Quoted Prices in Active Markets (Level 1)		Gross Unrealized Losses
U.S. Treasury Securities	$	131,529,959	$	130,537,313	$	(992,646	)
Cash		1,375		—		—
	$	130,531,334	$	130,537,313	$	(992,646	)

Held-to-maturity

securities are those securities which the Company has the ability and intent to hold until maturity.

~~Concentration of Credit Risk~~ Held-to-maturity

treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. The carrying value approximates the fair value due to its short-term maturity. The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities at September 30, 2023 and December 31, 2022 are as follows:

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts.


	Carrying Value as of September 30, 2023		Quoted Prices in Active Markets (Level 1)		Gross Unrealized Losses
U.S. Treasury Securities	$	138,835,704	$	138,873,166	$	(37,462	)
Cash		3,776		—		—

	$	138,839,480	$	138,873,166	$	(37,462	)

Class A Ordinary Shares Subject to Possible Redemption


	Carrying Value as of December 31, 2022		Quoted Prices in Active Markets (Level 1)		Gross Unrealized Losses
U.S. Treasury Securities	$	131,529,959	$	130,537,313	$	(992,646	)
Cash		1,375		—		—

	$	130,531,334	$	130,537,313	$	(992,646	)

~~The~~Concentration Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of ~~the~~Credit ~~holder~~Risk or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ deficit. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 12,650,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

~~The~~Financial ~~Company~~instruments ~~recognizes~~that ~~changes~~potentially insubject ~~redemption~~the ~~value~~Company ~~immediately~~to asconcentrations ~~they~~of ~~occur~~credit ~~and~~risk ~~adjusts~~consist ~~the carrying value~~ of ~~Class A~~cash ~~ordinary~~accounts ~~shares~~in toa ~~equal~~financial ~~the~~institution, ~~redemption~~which, ~~value~~ at ~~the~~times, ~~end~~may ofexceed ~~each~~the ~~reporting~~federal ~~period.~~depository ~~Increases~~insurance orcoverage ~~decreases in the carrying amount~~ of ~~redeemable~~$250,000. ~~ordinary~~The ~~shares~~Company ~~are~~has ~~affected~~not byexperienced ~~charges~~losses ~~against~~on ~~additional~~these ~~paid in capital and accumulated deficit~~accounts.

~~The~~ Class A ~~ordinary~~Ordinary ~~shares~~Shares ~~subject~~Subject to ~~possible~~Possible ~~redemption~~Redemption ~~reflected on the balance sheets as of June 30, 2023 and December 31, 2022 is reconciled in the following table:~~

Class A ordinary shares subject to possible redemption, December 31, 2022	$	131,531,334
Deposit in connection with Extension Funding		1,265,000
Remeasurement of carrying value to redemption value		2,989,836
Class A ordinary shares subject to possible redemption, June 30, 2023	$	135,786,170

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ deficit. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 12,650,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

11The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of Class A ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit.

~~Table~~The Class A ordinary shares subject to possible redemption reflected on the balance sheets as of ~~Contents~~September 30, 2023 and December 31, 2022 is reconciled in the following table:

Offering Costs associated with the Initial Public Offering


Class A ordinary shares subject to possible redemption, December 31, 2022	$	131,531,334
Deposit in connection with Extension Funding		2,530,000
Remeasurement of carrying value to redemption value		4,778,146

Class A ordinary shares subject to possible redemption, September 30, 2023	$	138,839,480

~~340-~~In connection with the shareholder vote at the Extraordinary General Meeting, the Company’s public shareholders had the right to elect to redeem all or a portion of their Class A ordinary shares for a per share price calculated in accordance with the Company’s organizational documents. The Company’s public shareholders holding 10~~-S99-1~~,379,144 Class A ordinary shares validly elected to redeem their public shares for a pro rata portion of the funds in the Company’s Trust Account for $114,292,161 (approximately $11.01 per share).

~~non-redeemable~~11

~~Net~~Table ~~Loss~~of ~~Per Share~~ Contents

Offering Costs associated with the ~~two-class method~~ Initial Public Offering

Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO. The Company complies with the requirements of the ASC

The tables below presents a reconciliation of the numerator and denominator used to compute basic and diluted loss per share for each category for the three and six months ended June 30, 2023 and for 2022: 340-10-S99-1.

Offering costs are allocated ratably with the redeemable and

	For the Three Months Ended June 30,												For the Six Months Ended June 30,
	2023						2022						2023						2023
	Class A			Class B			Class A			Class B			Class A			Class B			Class A			Class B
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(2,166,708	)	$	(541,677	)	$	(206,625	)	$	(51,656	)	$	(2,448,460	)	$	(612,115	)	$	(529,450	)	$	(132,363	)
Denominator:
Weighted-average shares outstanding including ordinary shares subject to redemption		12,650,000			3,162,500			12,650,000			3,162,500			12,650,000			3,162,500			12,650,000			3,162,500
Basic and diluted net loss per share	$	(0.17	)	$	(0.17	)	$	(0.02	)	$	(0.02	)	$	(0.19	)	$	(0.19	)	$	(0.04	)	$	(0.04	)

non-redeemable

shares they are allocated to. Offering costs associated with warrant liabilities are expensed, and offering costs associated with the Class A ordinary shares are charged to shareholders’ equity. The Company incurred offering costs amounting to $5,793,160 consisting of $1,800,000 of underwriting commissions, $3,150,000 of deferred underwriting commissions, and $843,160 of other offering costs. The underwriters’ exercise of their full over-allotment option generated an additional $907,500 in transaction costs for aggregate transaction costs of $6,700,660 consisting of $2,130,000 of underwriting commissions, $3,727,500 of deferred underwriting commissions and $843,160 of other offering costs.

~~Income~~Net ~~Taxes~~Loss Per Share

The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” The statements of operations include a presentation of loss per Class A ordinary share and loss per Class B ordinary share following

~~The Company follows~~ the ~~asset and liability~~ two-class method of accounting for income taxes under Financial Accounting Standards Board (“FASB”) ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

of income per share. At September 30, 2023 and 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the losses of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented.

~~ASC~~The ~~Topic~~tables ~~740~~below ~~prescribes~~presents a ~~recognition~~reconciliation ~~threshold~~of ~~and a measurement attribute for~~ the ~~financial~~numerator ~~statements recognition~~ and ~~measurement~~denominator ofused ~~tax positions taken or expected~~ to becompute ~~taken~~basic inand adiluted ~~tax~~loss ~~return.~~per ~~For~~share ~~those~~for ~~benefits~~each tocategory befor ~~recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that~~ the ~~Cayman~~three ~~Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest~~ and ~~penalties~~nine ~~related~~months toended ~~unrecognized tax benefits as income tax expense. As of June~~September 30, 2023 and ~~December 31,~~for 2022,: there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

The Company’s tax provision was zero for all periods presented.


	For the Three Months Ended September 30,										For the Nine Months Ended September 30,
	2023						2022				2023						2022
	Class A			Class B			Class A		Class B		Class A			Class B			Class A			Class B
Basic and diluted net (loss) income per share:
Numerator:
Allocation of net (loss) income	$	(628,336	)	$	(157,084	)	$	58,137	$	14,534	$	(3,076,796	)	$	(769,199	)	$	(471,314	)	$	(117,828	)
Denominator:
Weighted-average shares outstanding including ordinary shares subject to redemption		12,650,000			3,162,500			12,650,000		3,162,500		12,650,000			3,162,500			12,650,000			3,162,500

Basic and diluted net (loss) income per share	$	(0.05	)	$	(0.05	)	$	0.00	$	0.00	$	(0.24	)	$	(0.24	)	$	(0.04	)	$	(0.04	)

~~Business~~Income ~~Combination~~Taxes ~~Costs~~

~~Costs~~The ~~incurred~~Company follows the asset and liability method of accounting for income taxes under Financial Accounting Standards Board (“FASB”) ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in ~~relation~~the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a ~~potential~~change ~~Business~~in ~~Combination~~tax ~~may~~rates ~~include~~is ~~legal~~recognized in income in the period that included the enactment date. Valuation allowances are established, ~~accounting~~when necessary, ~~and~~to ~~other~~reduce ~~expenses.~~deferred ~~Any~~tax ~~such~~assets ~~costs~~to ~~are~~the ~~expensed~~amount asexpected ~~incurred~~to be realized.

12ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2023 and December 31, 2022, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

~~Table~~The ofCompany’s ~~Contents~~tax provision was zero for all periods presented.

~~Recent~~Business ~~Accounting~~Combination ~~Pronouncements~~Costs

~~Update (“ASU”) 2020-06~~Costs incurred in relation to a potential Business Combination may include legal, ~~Debt—Debt with~~ accounting, and other expenses. Any such costs are expensed as incurred.

~~Options (Subtopic 470-20) and Derivatives~~12

~~(Subtopic 815-40)~~Table of Contents

~~(“ASU 2020-06”) to simplify~~Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards

~~instruments.~~Update (“ASU”) 2020-06, ~~eliminates~~Debt—Debt ~~the~~with

Conversion and Other

~~ASU~~Options ~~2020~~(Subtopic 470-0620) ~~amends~~and ~~the~~Derivatives

and Hedging—Contracts in Entity’s Own Equity

~~use~~(Subtopic ~~the if~~815-~~converted~~40)

~~instruments.~~ (“ASU 2020-06”) isto ~~effective January 1,~~simplify

accounting for certain financial

Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statementsinstruments. ASU 2020-06 eliminates the

current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity.

~~Note 3~~ASU ~~— Initial Public Offering~~ 2020-06 amends the

diluted earnings per share guidance, including the requirement to

~~one~~use the if-~~third~~converted

method for all convertible

2ainstruments. ASU 2020-706 is effective January 1,2022

and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The guidance was adopted starting January 1, 2022. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

~~Note~~Management 4does —not ~~Private~~believe ~~Placement~~that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements.

~~Simultaneously~~Note with the closing of the IPO, the Company’s Sponsor purchased an aggregate of 4,700,000 Private Placement Warrants (5,195,000 Private Placement Warrants when the underwriters’ over-allotment option was fully exercised on December3 ~~15,~~— ~~2021),~~Initial ~~each~~Public ~~exercisable~~Offering to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 per Unit. The sale of the Private Placement Warrants in connection with the IPO and subsequent over-allotment option exercise generated gross proceeds of $7,792,500.

On December 14, 2021, the Company consummated its IPO of 11,000,000 Units at a purchase price of $10.00 per Unit. Each Unit was sold at a price of $10.00 and consists of one Class A ordinary share and

The Private Placement Warrants are not transferable, assignable or salable (and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of the initial Business Combination), except as described herein under “Principal Shareholders—Transfers of Founder Shares and Private Placement Warrants.” one-third

of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). On December 15, 2021, the underwriters exercised their full over-allotment option and purchased the additional Units available to them. The aggregate Units sold in the IPO and subsequent over-allotment were 12,650,000 and generated gross proceeds of $126,500,000.

~~Any~~Following ~~amendment~~the toclosing of the ~~terms~~IPO on December 14, 2021, $113,492,500 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants orwas ~~any~~deposited ~~provision~~into a trust account (the “Trust Account”). This amount was comprised of $10.25 per Unit for the ~~warrant~~11,000,000 ~~agreement~~Units ~~with~~sold ~~respect~~in the IPO in addition to a $742,500 Deposit in Advance from the ~~Private~~Sponsor ~~Placement~~related ~~Warrants~~to ~~require~~the aunderwriters’ ~~vote~~exercise of ~~holders~~the full over-allotment option which took place the following day on December 15, 2021. Following the closing of atthe ~~least~~IPO ~~50%~~and the exercise of the ~~number~~underwriters’ full over-allotment option, $129,662,500 ($10.25 per Unit) was placed in a Trust Account and will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule2a-7under the ~~then~~Investment ~~outstanding~~Company ~~Private~~Act ~~Placement~~which ~~Warrants~~invests only in direct U.S. government treasury obligations.

13Note 4 — Private Placement

~~Table~~Simultaneously with the closing of ~~Contents~~the IPO, the Company’s Sponsor purchased an aggregate of 4,700,000 Private Placement Warrants (5,195,000 Private Placement Warrants when the underwriters’ over-allotment option was fully exercised on December 15, 2021), each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 per Unit. The sale of the Private Placement Warrants in connection with the IPO and subsequent over-allotment option exercise generated gross proceeds of $7,792,500.

~~Note~~The 5Private Placement Warrants are not transferable, assignable or salable (and the Class —A ordinary shares issuable upon exercise of the Private Placement Warrants are not transferable, assignable or salable until ~~Related~~30 days ~~Party~~after ~~Transactions~~the completion of the initial Business Combination), except as described herein under “Principal Shareholders—Transfers of Founder Shares and Private Placement Warrants.”

~~Founder~~Any ~~Shares~~amendment to the terms of the Private Placement Warrants or any provision of the warrant agreement with respect to the Private Placement Warrants require a vote of holders of at least 50% of the number of the then outstanding Private Placement Warrants.

OnNote ~~August~~5 ~~12, 2021, Forbion European Sponsor LLP paid $25,000, or approximately $0.009~~— ~~per~~Related ~~share,~~Party toTransactions cover certain offering costs in consideration for 2,875,000 Class B ordinary shares (the “Founder Shares”), par value $0.0001. On November 23, 2021, Forbion European Sponsor LLP transferred 2,875,000 Class B ordinary shares to the Sponsor in exchange for $25,000, or approximately $0.009 per share. On December 9, 2021, the Company issued 287,500 Class B ordinary shares to the Sponsor resulting from a 1.1 for 1 share dividend. Up to 412,500 Founder Shares are subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. Prior to the Business Combination, only holders of Class B ordinary shares will be able to vote on the appointment of directors and to continue the Company in a jurisdiction outside the Cayman Islands.

~~On December 15, 2021, the underwriters fully exercised their over-allotment and as a result, 412,500~~ Founder Shares ~~are no longer subject to forfeiture.~~

~~Convertible~~On ~~Note~~August 12, –2021, ~~Related~~Forbion ~~Party~~European Sponsor LLP paid $25,000, or approximately $0.009 per share, to cover certain offering costs in consideration for 2,875,000 Class B ordinary shares (the “Founder Shares”), par value $0.0001. On November 23, 2021, Forbion European Sponsor LLP transferred 2,875,000 Class B ordinary shares to the Sponsor in exchange for $25,000, or approximately $0.009 per share. On December 9, 2021, the Company issued 287,500 Class B ordinary shares to the Sponsor resulting from a 1.1 for 1 share dividend. Up to 412,500 Founder Shares are subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. Prior to the Business Combination, only holders of Class B ordinary shares will be able to vote on the appointment of directors and to continue the Company in a jurisdiction outside the Cayman Islands.

InOn ~~order~~December 15, ~~to finance transaction costs in connection with an intended Business Combination~~2021, the ~~Sponsor~~underwriters orfully anexercised ~~affiliate~~their ofover-allotment ~~the Sponsor, or certain of the Company’s officers~~ and ~~directors may, but are not obligated to, loan the Company funds~~ as may be required (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close. The Company may use a ~~portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1~~result,~~500~~ 412,~~000~~500 ofFounder ~~such~~Shares ~~Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50~~are ~~per~~no longer ~~warrant~~subject ~~at the option of the lender. The warrants would be identical~~ to ~~the Private Placement Warrants~~forfeiture. The Company has evaluated the accounting treatment of convertible note under ASC 815. The Company has determined that due to the convertible loan meeting the derivative scope exception provided in ASC 815, this note did not require a bifurcation of proceeds. Thus, the proceeds in connection to the convertible note are reported at par on the condensed balance sheets.

On13 March 24, 2023, the Sponsor and the Company entered into an unsecured convertible promissory note (the “Note”) under which the Sponsor agreed to extend to the Company a Working Capital Loan of up to $900,000, to be used for the Company’s general working capital purposes. The Sponsor funded the initial principal amount of $450,000 under the Note on March 24, 2023. On April 26, 2023, the Company made an additional drawdown on the Note for aggregate $450,000. The Note bears no interest and will be due and payable on the earlier of (i) the date of consummation of a Business Combination and (ii) December 14, 2023 (the “Maturity Date”). If the Company completes a Business Combination, the Company may repay the Note out of the proceeds of the Trust Account released to the Company. Otherwise, no proceeds from the Trust Account can be used to repay the Note. Concurrently with the consummation of a Business Combination, the Sponsor will have the option, but not the obligation, to convert up to the total principal amount of the Note, in whole or in part, into additional warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants will be identical to the Private Placement Warrants. As of June 30, 2023, the Company had $900,000 and $600,000 outstanding under the Note and Extension Note (as defined below), respectively, totaling $1,500,000 in borrowings which are recorded as convertible note – related party on the condensed balance sheets. As of December 31, 2022, there were no borrowings outstanding.

~~Promissory~~Table ~~Note~~of ~~– Related Party~~ Contents

~~additional~~Convertible Note – Related Party

~~The~~In order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital ~~Note~~Loans”). ~~bears~~If nothe ~~interest~~Company ~~and~~completes ~~shall~~the initial Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be ~~due~~repaid ~~and~~only ~~payable~~out onof funds held outside the ~~Maturity~~Trust ~~Date~~Account. In the event that the ~~Company~~initial Business Combination does not ~~consummate~~close. The Company may use a ~~Business~~portion ~~Combination,~~of the working capital held outside the Trust Account to repay the Working Capital ~~Note~~Loans ~~will~~but no proceeds from the Trust Account would be ~~repaid~~used ~~only~~to ~~from~~repay ~~amounts~~the ~~remaining~~Working ~~outside~~Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the ~~Trust~~post-Business ~~Account~~Combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. The Company has evaluated the accounting treatment of convertible note under ASC 815. The Company has determined that due to the convertible loan meeting the derivative scope exception provided in ASC 815, ifthis ~~any~~note did not require a bifurcation of proceeds. Thus, the proceeds in connection to the convertible note are reported at par on the condensed balance sheets.

AOn ~~failure~~March 24, to2023, ~~pay~~the Sponsor and the ~~principal~~Company ~~outstanding~~entered ~~amount~~into ofan unsecured convertible promissory note (the “Note”) under which the Sponsor agreed to extend to the Company a Working Capital Loan of up to $900,000, to be used for the Company’s general working capital purposes. The Sponsor funded the initial principal amount of $450,000 under the Note ~~within~~on ~~five~~March 24, ~~business~~2023. ~~days~~On ~~following~~April 26, 2023, the ~~date~~Company ~~when~~made an additional drawdown on the Note for aggregate $450,000. The Note bears no interest and will be due orand payable on the ~~commencement~~earlier of (i) the date of consummation of a ~~voluntary~~Business orCombination ~~involuntary~~and ~~bankruptcy~~(ii) December 14, ~~action~~2023 (the “Maturity Date”). If the Company completes a Business Combination, the Company may repay the Note out of the proceeds of the Trust Account released to the Company. ~~shall~~Otherwise, no proceeds from the Trust Account can be ~~deemed~~used anto ~~event~~repay the Note. Concurrently with the consummation of ~~default~~a Business Combination, inthe ~~which~~Sponsor ~~case~~will have the ~~Sponsor~~option, ~~may~~but ~~declare~~not the ~~Working~~obligation, ~~Capital~~to convert up to the total principal amount of the Note, ~~due~~in whole or in part, into additional warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants will be identical to the Private Placement Warrants. As of September 30, 2023, the Company had $900,000 and ~~payable~~$600,000 ~~immediately~~outstanding under the Note and Extension Note (as defined below), respectively, totaling $1,500,000 in borrowings which are recorded as convertible note – related party on the condensed balance sheets. As of December 31, 2022, there were no borrowings outstanding.

~~300,000~~Promissory Note – Related Party

~~665~~On June 6, 2023, the Company issued an unsecured promissory note (the “Working Capital Note”) in the total principal amount of $300,000 to the Sponsor. The proceeds of the Working Capital Note will be used by the Company for general working capital purposes. The Sponsor funded the principal amount of $300,000 on June 6, 2023.

~~965~~On September 13, 2023, the Company issued an additional Working Capital Note in the total principal amount of $450,000 to the Sponsor. The proceeds of the additional Working Capital Note will be used by the Company for general working capital purposes. The Sponsor funded the principal amount of $450,000 on September 13, 2023.

~~Extension~~The ~~Note~~Working –Capital ~~Related~~Notes ~~Party~~bears no interest and shall be due and payable on the Maturity Date. In the event that the Company does not consummate a Business Combination, the Working Capital Notes will be repaid only from amounts remaining outside of the Trust Account, if any.

A failure to pay the principal outstanding amount of the Working Capital Notes within five business days following the date when due or the commencement of a ~~non-interest~~ voluntary or involuntary bankruptcy action of the Company shall be deemed an event of default, in which case the Sponsor may declare the Working Capital Note due and payable immediately.

InAs ~~connection with the Extension Funding, the Sponsor funded the principal amount~~ of ~~$1,265,000 by depositing such amount into the Trust Account on June 6, 2023 and extended the period of time to consummate a Business Combination from June 14, 2023 to~~ September 1430, 2023, ~~in accordance with~~ the Company’s ~~Amended and Restated Memorandum and Articles of Association and the Investment Management Trust Agreement by and between the Company and Continental Stock Transfer~~had ~~& Trust Company~~$750,000 ~~dated~~and ~~as of December 9, 2021. On June 6, 2023 the Company issued an unsecured promissory note (the “Extension Note”) in the total principal amount of~~ $1,~~265~~930,000 tooutstanding under the ~~Sponsor.~~Working ~~The~~Capital ~~Extension~~ Note ~~bears no interest~~ and shall be due and payable on the earlier of (i) the date of consummation of the Business Combination and (ii) the Maturity Date. In the event that the Company does not consummate a Business Combination, the Extension Note, ~~will be repaid only from amounts remaining outside of the Trust Account~~respectively, iftotaling ~~any. Up to~~ $~~600~~2,680,000 ~~of the total principal amount under such Extension Note can be converted, at the Sponsor’s discretion,~~ in ~~whole~~borrowings orwhich inare ~~part,~~recorded ~~into~~as ~~additional~~promissory warrants of the Company at a price of $1.50 per warrant, each warrant exercisable for one Class A ordinary share, $0.0001 par value per share, of the Company. The warrants will be identical to the Private Placement Warrants. At June 30, 2023, the convertible portion of the Extension Note, or $600,000, has been included in convertible note – related party on the condensed balance sheets. ~~The~~As ~~nonconvertible~~of ~~portion~~December 31, ~~or $665~~2022,~~000~~ ofthere ~~the~~were ~~Extension~~no ~~Note,~~borrowings ~~has been included in promissory note – related party on the condensed balance sheets~~outstanding.

~~Office~~Extension ~~Space,~~Note ~~Secretarial~~– ~~and~~Related ~~Administrative~~Party ~~Services~~

The Company may extend the period of time to consummate a Business Combination by up to two additional three-month periods (for a total of 24 months to complete a Business Combination). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees must deposit into the Trust Account, for each additional three-month period, $1,265,000, ($0.10 per Public Share in either case), on or prior to the date of the applicable deadline (the “Extension Funding”). Any such payments would be made in the form

~~Sponsor for any out-~~of~~-pocket~~ ~~expenses~~a ~~related~~non-interest

bearing, unsecured promissory note. Such note would either be paid upon consummation of a Business Combination or, at the relevant insider’s discretion, converted upon consummation of a Business Combination into additional Private Placement Warrants at a price of $1.50 per Private Placement Warrant. The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete a Business Combination.

In connection with the Extension Funding, the Sponsor funded the principal amount of $1,265,000 by depositing such amount into the Trust Account on June 6, 2023 and September 13, 2023 and extended the period of time to consummate a Business Combination from June 14, 2023 to September 14, 2023 and from September 14, 2023 to December 14, 2023, in accordance with the Company’s Amended and Restated Memorandum and Articles of Association and the Investment Management Trust Agreement by and between the Company and Continental Stock Transfer & Trust Company, dated as of December 9, 2021. On June 6, 2023, the Company issued an unsecured promissory note (the “First Extension Note”) in the total principal amount of $1,265,000 to the Sponsor. On September 13, 2023, the Company issued an additional unsecured promissory note in the total principal amount of $1,265,000 to the Sponsor (together with the First Extension Note, the “Extension Notes” and each, an “Extension Note”). The Extension Note bears no interest and shall be due and payable on the earlier of (i) the date of consummation of the Business Combination and (ii) the Maturity Date. In the event that the Company does not consummate a Business Combination, the Extension Note will be repaid only from amounts remaining outside of the Trust Account, if any. Up to $600,000 of the total principal amount under such Extension Note can be converted, at the Sponsor’s discretion, in whole or in part, into additional warrants of the Company at a price of $1.50 per warrant, each warrant exercisable for one Class A ordinary share, $0.0001 par value per share, of the Company. The warrants will be identical to the Private Placement Warrants.

~~Table~~At September 30, 2023, the convertible portion of ~~Contents~~the Extension Note, or $600,000, has been included in convertible note – related party on the condensed balance sheets. The nonconvertible portion, or $1,930,000 of the Extension Note, has been included in promissory note – related party on the condensed balance sheets.

~~reimbursement for any out-of-pocket expenses related~~14

~~Note~~Table ~~6 — Commitments &~~of ~~Contingencies~~ Contents

~~Registration~~Office Space, Secretarial and ~~Shareholder~~Administrative ~~Rights~~Services

Commencing on the date that the Company’s securities are first listed on the NASDAQ through the earlier of consummation of the initial Business Combination and the liquidation, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support and to reimburse the

~~lock~~Sponsor for any out-upof-pocket expenses related

to identifying, investigating and completing an initial Business Combination. For the three and nine months ended September 30, 2023 and 2022, the Company expensed $30,000 and $90,000 in administrative support services, respectively. As of September 30, 2023 and December 31, 2022, the Company had accrued $30,000 and $30,000, respectively, in administrative fees payable to the Sponsor which are included in due to related party on the condensed balance sheets.

~~adjusted~~reimbursement for ~~share~~any ~~sub~~out-~~divisions,~~of-pocket expenses related

to identifying, investigating, negotiating and completing the Business Combination as well. For the three and nine months ended September 30, 2023, the Company expensed $18,904 and $56,096, respectively, for services rendered by the independent Board Members. For the three and nine months ended September 30, 2022, the Company expensed $18,904 and $56,096 for services rendered by the independent Board Members. At September 30, 2023 and December 31, 2022, the Company had accrued approximately $18,699 and $18,904, respectively, in compensation expense to the independent board members which are included in due to related party on the condensed balance sheets.

~~days~~Note 6 ~~within~~— ~~any~~Commitments ~~30-trading day~~& Contingencies

~~herein as the lock-up.~~Registration and Shareholder Rights

The holders of the Founder Shares, Private Placement Warrants, Class A ordinary shares underlying the Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans and extension loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and extension loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement to be signed prior to or on the effective date of the Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination. However, the registration and shareholder rights agreement provide that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable

In addition, pursuant to the registration and shareholder rights agreement, the Sponsor, upon and following consummation of an initial Business Combination, will be entitled to nominate three individuals for appointment to the Company’s board of directors, as long as the Sponsor holds any securities covered by the registration and shareholder rights agreement. Prior to the Business Combination, only holders of Class B ordinary shares will be able to vote on the appointment of directors and to continue the Company in a jurisdiction outside the Cayman Islands. lock-up

period, which occurs (i) in the case of the Founder Shares, as described in the following paragraph, and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Except as described herein, the Sponsor and the Company’s directors and executive officers have agreed not to transfer, assign or sell (i) their Founder Shares until the earliest of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as

~~Underwriting Agreement~~ adjusted for share sub-divisions,

share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading

~~had~~days awithin 45any 30-~~day~~trading ~~option from~~day

period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company complete a liquidation, merger, share exchange or other similar transaction that results in all of its public shareholders having the right to exchange their ordinary shares for cash, securities or other property, and (ii) any of their Private Placement Warrants and Class A ordinary shares issued upon conversion or exercise thereof until 30 days after the completion of the initial Business Combination. Any permitted transferees will be subject to the same restrictions and other agreements of the Sponsor with respect to any Founder Shares, Private Placement Warrants and Class A ordinary shares issued upon conversion or exercise thereof. The Company refers to such transfer restriction

15 herein as the lock-up.

~~Table~~In addition, pursuant to the registration and shareholder rights agreement, the Sponsor, upon and following consummation of ~~Contents~~an initial Business Combination, will be entitled to nominate three individuals for appointment to the Company’s board of directors, as long as the Sponsor holds any securities covered by the registration and shareholder rights agreement. Prior to the Business Combination, only holders of Class B ordinary shares will be able to vote on the appointment of directors and to continue the Company in a jurisdiction outside the Cayman Islands.

~~The~~Underwriting ~~underwriters~~Agreement were paid underwriting commission of $0.20 per Unit sold in the IPO, excluding Units sold to Forbion Cooperatief, or $1,800,000, upon the closing of the IPO. Following the exercise of the underwriters’ over-allotment option on December 15, 2021, the underwriters earned an additional $330,000 for an aggregate of $2,130,000 in underwriting commissions related to the IPO and over-allotment.

The underwriters

~~2021~~had a 45-day option from

the date of the IPO to purchase up to an additional 1,650,000 Units to cover over-allotments, if any. On December 15, 2021, the underwriters fully exercised the over-allotment option.

~~Forward~~15 ~~Purchase Agreements~~

~~The~~Table ~~Company has entered into two forward purchase agreements (the “Forward Purchase Agreements”) with the Sponsor, pursuant to which the Sponsor has agreed to purchase (1) an aggregate~~ of ~~1,000,000 Class A~~ ordinary shares for $10.00 per share (the “firm forward purchase shares”), or an aggregate amount of $10,000,000 and (2) in addition, an aggregate of up to 1,000,000 Class A ordinary shares for $10.00 per share (the “additional forward purchase shares”), or an aggregate maximum amount of up to $10,000,000, in each case in a private placement that may close simultaneously with the closing of the Company’s initial Business Combination.Contents

~~Deferred~~The ~~Legal~~underwriters ~~Fees~~were paid underwriting commission of $0.20 per Unit sold in the IPO, excluding Units sold to Forbion Cooperatief, or $1,800,000, upon the closing of the IPO. Following the exercise of the underwriters’ over-allotment option on December 15, 2021, the underwriters earned an additional $330,000 for an aggregate of $2,130,000 in underwriting commissions related to the IPO and over-allotment.

~~The~~In ~~Company~~addition, ~~has incurred~~ $3,~~884~~150,~~759~~000 is inpayable to the underwriters for deferred ~~legal~~underwriting ~~fees,~~commissions ofrelated ~~which~~to ~~$125~~the Units sold in the IPO,~~000~~ ~~are~~excluding ~~associated~~those ~~with~~Units sold to Forbion Cooperatief. Following the ~~Company’s~~exercise ~~Initial~~of ~~Public~~the ~~Offering~~underwriters’ ~~and~~over-allotment ~~are~~option ~~contingent~~on ~~upon~~December 15,2021, the ~~consummation~~underwriters earned an additional $577,500 for an aggregate of $3,727,500 in deferred underwriting commissions related to the ~~Business~~IPO ~~Combination~~and over-allotment. ~~Deferred~~The ~~legal~~deferred ~~fees~~underwriting ~~are~~commission ~~included~~will become payable to the underwriters from the amounts held in ~~accrued~~the ~~offering~~Trust ~~costs~~Account ~~and~~solely ~~expenses~~in onthe event that the Company’s ~~condensed~~completes ~~balance~~a ~~sheets~~Business Combination, subject to the terms of the underwriting agreement.

~~Business~~Forward ~~Combination~~Purchase ~~Agreement~~Agreements

OnThe ~~May~~Company has entered into ~~16,~~two forward ~~2023~~purchase agreements (the “Forward Purchase Agreements”) with the Sponsor, pursuant to which the ~~Company~~Sponsor ~~entered~~has ~~into~~agreed to purchase (1) an aggregate of 1,000,000 Class A ordinary shares for $10.00 per share (the ~~Business~~“firm ~~Combination~~forward ~~Agreement~~purchase ~~with~~shares”), ~~enGene~~or an aggregate amount of $10,000,000 and ~~Newco~~(2) in addition, an aggregate of up to 1,000,000 Class A ordinary shares for $10.00 per ~~The~~share ~~Business~~(the ~~Combination~~“additional ~~Agreement~~forward ~~contemplates~~purchase shares”), or an aggregate maximum amount of up to $10,000,000, in each case in a private placement that may close simultaneously with the ~~proposed~~closing of the Company’s initial Business Combination. ~~among~~The Sponsor’s obligations under the ~~Company,~~Forward ~~enGene~~Purchase ~~and~~Agreements ~~Newco~~were ~~will~~satisfied beby ~~completed~~virtue ~~through,~~of ~~among~~the ~~others,~~Sponsor’s investment in the ~~following~~Convertible ~~series~~Bridge ofFinancing ~~transactions:~~(as defined below).

•Deferred ~~the~~Legal ~~Company~~Fees shall incorporate or cause to be incorporated Can Merger Sub as a corporation under the laws of Canada and a direct wholly owned subsidiary of the Company (“Can Merger Sub”) and Newco shall incorporate or cause to be incorporated Cayman Merger Sub as a Cayman Islands exempted company and a direct wholly-owned subsidiary of Newco (“Cayman Merger Sub”);

•The ~~pursuant~~Company tohas aincurred ~~Sponsor~~$4,700,271 ~~and~~in ~~Insiders~~legal ~~Letter~~fees ~~Agreement entered into concurrently~~ with ~~the~~one ~~execution and delivery~~ of ~~the~~its ~~Business~~legal ~~Combination Agreement (the “Sponsor and Insiders Letter Agreement”)~~providers, ~~the Sponsor has agreed to surrender, after giving effect to the conversion~~ of ~~all~~which ~~or part of the principal amount outstanding under loans made by the Sponsor to the Company into Private Placement Warrants~~$125,000 ~~1,789,004~~are ~~Founder~~deferred ~~Shares~~ and ~~5,463,381~~contingent ~~Private~~upon ~~Placement Warrants, as a contribution to~~ the ~~capital~~consummation of the ~~Company~~Business ~~and~~Combination. ~~for~~Deferred nolegal ~~consideration~~fees ~~(the~~are ~~“Surrender”),~~included ~~effective~~in ~~immediately~~accrued ~~prior~~offering tocosts ~~the~~and ~~Class~~expenses ~~B Conversion (as defined below)~~ on the ~~day~~Company’s ~~which~~condensed isbalance ~~two~~sheets. ~~(2) business days prior to the Closing Date (as defined below);~~

•Business onCombination ~~the~~Agreement day which is two (2) business days prior to the Closing Date, each Founder Share that remains outstanding following the Surrender shall be exchanged for one Class A ordinary share of the Company (the “Class B Conversion”);

•On onMay 16, 2023, the ~~day~~Company ~~which~~entered isinto ~~one~~the ~~(1)~~Business ~~business~~Combination ~~day~~Agreement ~~prior~~with toenGene ~~the~~and ~~Closing~~Newco. ~~Date,~~The ~~Cayman~~Business ~~Merger~~Combination ~~Sub~~Agreement ~~will~~contemplates ~~merge~~that ~~with~~the ~~and~~proposed ~~into~~Business ~~the~~Combination ~~Company~~among ~~with~~ the Company, asenGene ~~the~~and ~~surviving~~Newco ~~entity~~will ~~pursuant~~be tocompleted athrough, ~~plan~~among ofothers, ~~merger under~~ the ~~laws~~following series of ~~the~~transactions: ~~Cayman Islands (the “Cayman Merger”);~~

• ~~concurrently with~~ the ~~Cayman~~Company ~~Merger,~~shall ~~and~~incorporate ~~effective~~or atcause ~~the~~to ~~same~~be ~~time~~incorporated ~~the~~Can ~~Cayman~~ Merger ~~becomes~~Sub ~~effective~~as ~~under~~a ~~Cayman~~corporation ~~Islands~~under ~~law, (i) Newco will assume~~ the ~~warrants~~laws of ~~the~~Canada ~~Company~~and toa ~~purchase~~direct ~~one~~wholly ~~Class~~owned Asubsidiary ~~ordinary share~~ of the Company ~~at an exercise price of $11.50 per share~~ (~~as so assumed,~~ “~~Newco~~Can ~~Warrants~~Merger Sub”) ~~pursuant to a warrant assignment, assumption~~ and ~~amendment~~Newco ~~agreement~~shall toincorporate ~~be entered into on~~ or ~~around~~cause ~~the Closing Date, and (ii) Newco will redeem the initial Class A common shares of Newco (the “Newco Shares”) held by the sole shareholder of Newco for an amount equal~~ to ~~the~~be ~~amount~~incorporated ofCayman ~~capital~~Merger ~~that~~Sub ~~the~~as ~~sole~~a ~~shareholder~~Cayman ofIslands ~~Newco~~exempted ~~contributed~~company ~~for~~and ~~purposes~~a ofdirect ~~the~~wholly-owned ~~incorporation~~subsidiary of Newco (~~such transactions, together with the~~ “Cayman Merger, ~~the “Cayman Reorganization~~Sub”);

• ~~following~~pursuant to a Sponsor and Insiders Letter Agreement entered into concurrently with the ~~Cayman~~execution ~~Reorganization~~and delivery of the Business Combination Agreement (the “Sponsor and Insiders Letter Agreement”), the ~~Company~~Sponsor ~~will~~has ~~file~~agreed anto ~~election~~surrender, after giving effect to ~~change~~the ~~its~~conversion ~~classification~~of ~~for~~all ~~U.S.~~or ~~federal~~part ~~income~~of ~~tax~~the ~~purposes~~principal ~~from~~amount aoutstanding ~~corporation~~under loans made by the Sponsor to anthe ~~entity~~Company ~~disregarded~~into asPrivate ~~separate~~Placement ~~from~~Warrants, ~~its~~1,789,004 ~~owner~~Founder ~~Newco~~Shares and 5,463,381 toPrivate bePlacement ~~effective~~Warrants, as ofa contribution to the ~~beginning~~capital of the ~~Closing~~Company ~~Date~~and for no consideration (the “~~U.S.~~Surrender”), ~~Entity~~effective ~~Classification~~immediately ~~Election”~~prior ~~and,~~to ~~together~~the ~~with~~Class B Conversion (as defined below) on the ~~Cayman~~day ~~Reorganization,~~which is two (2) business days prior to the ~~“FEAC~~Closing ~~Reorganization”~~Date (as defined below);

16• on the day which is two (2) business days prior to the Closing Date, each Founder Share that remains outstanding following the Surrender shall be exchanged for one Class A ordinary share of the Company (the “Class B Conversion”);

~~Table~~• on the day which is one (1) business day prior to the Closing Date, Cayman Merger Sub will merge with and into the Company with the Company as the surviving entity pursuant to a plan of ~~Contents~~merger under the laws of the Cayman Islands (the “Cayman Merger”);

• onconcurrently with the ~~Closing~~Cayman ~~Date~~Merger, ~~subsequent~~and toeffective at the ~~FEAC~~same ~~Reorganization~~time ~~becoming~~the Cayman Merger becomes effective under Cayman Islands law, ~~the~~(i) ~~Company~~Newco will ~~sell~~assume the warrants of the Company to purchase one Class A ordinary share of the Company at an exercise price of $11.50 per share (as so assumed, “Newco Warrants”) pursuant to a warrant assignment, assumption and ~~Newco~~amendment ~~will~~agreement ~~purchase~~to be entered into on or around the Closing Date, ~~all~~and of(ii) Newco will redeem the ~~outstanding~~initial Class A common shares of ~~Can~~Newco ~~Merger~~(the ~~Sub~~“Newco Shares”) held by the sole shareholder of Newco for an amount equal to the amount of capital that the sole shareholder of Newco contributed for purposes of the incorporation of Newco (such transactions, together with the ~~“Can~~Cayman Merger, ~~Sub~~the ~~Share~~“Cayman ~~Sale~~Reorganization”);

• ~~subsequent~~following to the ~~Can~~Cayman ~~Merger Sub Share Sale~~Reorganization, ~~Can Merger Sub and~~ the Company will ~~amalgamate~~file ~~under~~an ~~Section~~election ~~192 of the Canada Business Corporations Act pursuant~~ to achange ~~plan~~its ofclassification ~~arrangement~~for ~~(the~~U.S. ~~“Amalgamation”;~~federal ~~the~~income ~~date~~tax ofpurposes ~~the~~from ~~Amalgamation~~a ~~being~~corporation ~~the “Closing Date”), and pursuant~~ to ~~the~~an ~~Amalgamation,~~entity ~~(i)~~disregarded ~~each~~as ~~enGene~~separate ~~share~~from ~~outstanding~~its ~~immediately~~owner ~~prior~~Newco, to ~~the Amalgamation shall~~ be ~~exchanged~~effective ~~for~~as ~~Newco~~of ~~Shares~~the atbeginning anof ~~agreed upon exchange ratio set out in~~ the ~~Amalgamation~~Closing ~~plan~~Date ~~of arrangement~~ (the “~~Company~~U.S. ~~Exchange~~Entity ~~Ratio~~Classification Election”) and, ~~each~~together ~~enGene~~with ~~warrant outstanding immediately prior to~~ the ~~Amalgamation~~Cayman ~~shall~~Reorganization, ~~be exchanged for Newco Warrants per~~ the ~~Company~~“FEAC ~~Exchange Ratio; (ii~~Reorganization”) ~~each Can Merger Sub share outstanding immediately prior to the Amalgamation shall be exchanged for one common share in the authorized share capital of the amalgamated entity~~; ~~(iii) in consideration for the issuance of Newco Shares, the amalgamated entity shall issue its common shares to Newco; and~~

•16 following the Amalgamation, Newco will continue from being a corporation incorporated under and governed by the Canada Business Corporations Act to a company continued to and governed by the Business Corporations Act (British Columbia).

~~The~~Table ~~transactions~~of ~~described above, together with the other transactions contemplated by the Business Combination Agreement, are hereinafter referred to as the “Transactions”.~~ Contents

~~Lock-Up~~• on the Closing Date, subsequent to the FEAC Reorganization becoming effective, the Company will sell to Newco, and Newco will purchase, all of the outstanding common shares of Can Merger Sub (the “Can Merger Sub Share Sale”);

~~Lock-Up~~• subsequent to the Can Merger Sub Share Sale, Can Merger Sub and the Company will amalgamate under Section 192 of the Canada Business Corporations Act pursuant to a plan of arrangement (the “Amalgamation”; the date of the Amalgamation being the “Closing Date”), and pursuant to the Amalgamation, (i) each enGene share outstanding immediately prior to the Amalgamation shall be exchanged for Newco Shares at an agreed upon exchange ratio set out in the Amalgamation plan of arrangement (the “Company Exchange Ratio”) and each enGene warrant outstanding immediately prior to the Amalgamation shall be exchanged for Newco Warrants per the Company Exchange Ratio; (ii) each Can Merger Sub share outstanding immediately prior to the Amalgamation shall be exchanged for one common share in the authorized share capital of the amalgamated entity; (iii) in consideration for the issuance of Newco Shares, the amalgamated entity shall issue its common shares to Newco; and

~~The~~• ~~Business~~following ~~Combination~~the ~~Agreement~~Amalgamation, ~~contains~~Newco ~~customary~~will ~~representations~~continue ~~and~~from ~~warranties~~being ~~and~~a ~~covenants.~~corporation ~~The~~incorporated ~~Business~~under ~~Combination~~and isgoverned ~~expected~~by tothe ~~close~~Canada inBusiness ~~the~~Corporations ~~second~~Act ~~half~~to ofa ~~2023,~~company ~~subject~~continued to and governed by the ~~satisfaction~~Business ofCorporations ~~customary~~Act ~~closing~~(British ~~conditions~~Columbia).

The ~~Business~~transactions ~~Combination~~described ~~Agreement~~above, ~~and~~together with the ~~Transactions~~other ~~were~~transactions ~~approved~~contemplated by the ~~boards~~Business ofCombination ~~directors~~Agreement, ofare ~~each~~hereinafter ofreferred ~~the~~to ~~Company~~as ~~and~~the ~~enGene~~“Transactions”.

Concurrently with the execution and delivery of the Business Combination Agreement, the Company, Newco and enGene, among other parties, entered into the enGene Voting Agreement (the “enGene Voting Agreement”), the enGene

~~Sponsor and Insiders Letter Agreement~~ Lock-Up

Agreement (the “enGene

On May 16, 2023, the Sponsor and Insiders Letter Agreement was entered into between the Company, the Sponsor, Forbion Growth Opportunities Fund I Cooperatief U.A., enGene, Newco and the other parties named therein (collectively, other than enGene and Newco, the “Sponsor Parties”), pursuant to which the Sponsor has agreed to surrender, after giving effect to the conversion of all or part of the principal amount outstanding under loans made by the Sponsor to the Company into Private Placement Warrants, 1,789,004 of Founder Shares and 5,463,381 of Private Placement Warrants, as a contribution to the capital of the Company and for no consideration, effective immediately prior to the Class B Conversion (as defined therein) on the day which is two (2) business days prior to the Closing Date (as defined therein). Lock-Up

Agreement”), and the FEAC Voting Agreement (the “FEAC Voting Agreement”) pursuant to which certain shareholders of enGene and the Company, respectively, agreed to vote in favor of the Transactions and to certain transfer restrictions in respect of such shareholders’ shares of the Company and of Newco, as applicable.

InThe ~~addition,~~Business ~~the~~Combination ~~Sponsor~~Agreement ~~Parties~~contains ~~agreed~~customary torepresentations ~~(i) be~~and ~~bound~~warranties byand ~~certain other~~ covenants. ~~and~~The ~~agreements related to the~~ Business Combination, ~~(ii) waive~~is ~~the~~expected ~~anti-dilution protection with respect~~ to ~~the~~close ~~Founder~~in ~~Shares (whether resulting from~~ the ~~PIPE~~second ~~Financing~~half ~~or otherwise) and (iii) be bound by certain transfer restrictions with respect to the shares~~ of the Company and the Private Placement Warrants held by it (including the Newco Shares (as defined therein) and Newco Warrants (as defined therein) received in exchange therefore in connection with the Business Combination and the Transactions)2023, ~~in each case, on the terms and~~ subject to the ~~conditions~~satisfaction ~~set~~of ~~forth~~customary inclosing ~~Sponsor and Insiders Letter Agreement~~conditions.

~~Transaction~~The ~~Support~~Business ~~Agreements~~Combination Agreement and the Transactions were approved by the boards of directors of each of the Company and enGene.

Waiver and ~~lock-up agreements~~ Consent Letter

“On September 13, 2023, the Company, enGene and Newco entered into a Waiver and Consent Letter (the “Waiver and Consent Letter”), pursuant to which the parties agreed as follows: (a) ~~Lock-Up~~the requirement in the Business Combination Agreement for each party to mail a letter of transmittal to their respective equity holders at least three business days prior to the Closing Date will be waived, (b) ~~Agreements”~~enGene and Newco agreed to the Company entering into, and performing its obligations under the Working Capital Note dated September 13, 2023 and (c) enGene and Newco agreed to the Company entering into a contract for certain marketing and consulting services in connection with the Transactions.

Further, the Company, enGene ~~Lock-Up Agreements~~ and Newco agreed to waive the requirements relating to the identification of members of the members of the board of directors of Newco by the date set forth in the Business Combination Agreement, and agreed to satisfy such requirements as soon as reasonably practicable after the Closing Date and no later than or immediately following Newco’s first annual meeting of shareholders following the Closing Date.

~~a lock-up agreement~~Sponsor and Insiders Letter Agreement

~~Subscription~~On ~~Agreements~~May 16, 2023, the Sponsor and ~~Side~~Insiders Letter ~~Agreements~~Agreement was entered into between the Company, the Sponsor, Forbion Growth Opportunities Fund I Cooperatief U.A., enGene, Newco and the other parties named therein (collectively, other than enGene and Newco, the “Sponsor Parties”), pursuant to which the Sponsor has agreed to surrender, after giving effect to the conversion of all or part of the principal amount outstanding under loans made by the Sponsor to the Company into Private Placement Warrants, 1,789,004 of Founder Shares and 5,463,381 of Private Placement Warrants, as a contribution to the capital of the Company and for no consideration, effective immediately prior to the Class B Conversion (as defined therein) on the day which is two (2) business days prior to the Closing Date (as defined therein).

OnIn ~~May 16~~addition, ~~2023,~~ the ~~Company,~~Sponsor ~~Newco~~Parties ~~and~~agreed ~~certain~~to ~~investors~~ (~~the “PIPE Investors”~~i) be ~~entered~~bound ~~into~~by ~~subscription~~certain ~~agreements~~other ~~(the~~covenants ~~“Subscription Agreements”~~ and ~~each~~agreements arelated ~~“Subscription Agreement”) pursuant~~ to ~~which, among other things,~~ the ~~PIPE~~Business ~~Investors have agreed~~Combination, ~~subject~~(ii) waive to the ~~completion~~anti-dilution ofprotection ~~each~~with ~~element~~respect ~~of the Transactions (other than those Transactions that are scheduled~~ to ~~be completed following~~ the ~~Closing~~Founder ~~Date~~Shares (aswhether ~~defined~~resulting ~~therein)),~~from ~~to subscribe for and purchase, and~~ the ~~Company~~PIPE ~~has~~Financing ~~agreed~~or ~~that~~otherwise) ~~it will issue~~ and ~~sell to the PIPE Investors~~ (~~which obligation will~~ iii) be ~~assumed~~bound ~~(the “Assumption”)~~ by ~~Newco~~certain ~~after~~transfer ~~the~~restrictions ~~completion~~with ofrespect ~~the FEAC Reorganization and prior~~ to the ~~consummation~~shares of the ~~PIPE~~Company ~~Financing~~and ~~(as defined below))~~ the ~~number~~Private ofPlacement ~~Class A~~Warrants ~~ordinary~~held ~~shares~~by ofit ~~the Company~~ (orincluding ~~after~~ the ~~Assumption,~~ Newco Shares) ~~provided for in the applicable Subscription Agreement in exchange for the purchase price of $10.25 per Class A ordinary shares of the Company~~ (oras ~~after~~defined ~~the~~therein) ~~Assumption,~~and Newco ~~Share)~~Warrants (as ~~amended~~defined bytherein) ~~the~~received ~~Side~~in ~~Letter~~exchange ~~Agreements~~therefore ~~(as~~in ~~defined~~connection ~~below,~~with the ~~“PIPE~~Business ~~Financing”).~~Combination ~~Pursuant~~and to the ~~Subscription Agreements~~Transactions), ~~the~~in ~~PIPE~~each ~~Investors have collectively subscribed for 5~~case,~~550,408~~ ~~Class A~~on ~~ordinary shares of~~ the ~~Company~~terms ~~(or~~and ~~after~~subject to the ~~Assumption,~~conditions ~~Newco~~set ~~Shares)~~forth ~~for~~in anSponsor ~~aggregate~~and ~~purchase~~Insiders ~~price~~Letter ~~equal to $56,891,682~~Agreement.

17Transaction Support Agreements

Concurrently with the execution and delivery of the Business Combination Agreement, the Company, Newco, enGene, the directors of enGene and certain shareholders of enGene (collectively, other than the Company, the “enGene Parties”) entered into voting agreements (the “enGene Voting

~~Table of Contents~~Agreements”)and lock-up agreements(the“enGene Lock-Up Agreements”)pursuant

to which the enGene Parties agreed to, among other things, (i) vote or cause to be voted all of its Company Shares (as defined therein) in favor of the Company Arrangement Resolution (as defined therein) and the Transactions; (ii) be bound by certain other covenants and agreements related to the Business Combination; and (iii) be bound by certain transfer restrictions with respect to the Company Shares and Newco Shares, as applicable, in each case, on the terms and subject to the conditions set forth in the enGene Voting Agreements and

Immediately following the execution and delivery of the Subscription Agreements, the Company and Newco entered into a side letter with each PIPE Investor (the “Side Letter Agreement” and collectively, the “Side Letter Agreements”) to amend the relevant Subscription Agreement and which, together with the relevant Subscription Agreement, reflects the total number of the ClasstheenGene A ordinary shares of the Company and the warrants of the Company to be issued by the Company (or after the Assumption, the total number of Newco Shares and Newco Warrants to be issued by Newco) pursuant to the PIPE Financing in consideration of the purchase price set forth in the relevant Subscription AgreementLock-Up Agreements.

In addition, concurrently with the execution and delivery of the Business Combination Agreement, enGene, Newco and the Sponsor Parties entered

~~Non~~intoa lock-~~Redemption~~up agreement(the

“FEAC Voting Agreement”) pursuant to which the Sponsor Parties agreed to, among other things, (i) vote or cause to be voted all of their shares of the Company (the “FEAC Shares”) in favor of the Transaction Proposals (as defined therein); (ii) be bound by certain other covenants and agreements related to the Business Combination and (iii) be bound by certain transfer restrictions with respect to the FEAC Shares, in each case, on the terms and subject to the conditions set forth in the FEAC Voting Agreement.

~~non-redemption~~17

~~“Non-Redemption~~Table of Contents

~~“Non-Redemption~~Subscription Agreements and Side Letter Agreements

~~Registration~~On ~~Rights~~May 16, 2023, the Company, Newco and certain investors (the “PIPE Investors”) entered into subscription agreements (the “Subscription Agreements” and each a “Subscription Agreement”) pursuant to which, among other things, the PIPE Investors have agreed, subject to the completion of each element of the Transactions (other than those Transactions that are scheduled to be completed following the Closing Date (as defined therein)), to subscribe for and purchase, and the Company has agreed that it will issue and sell to the PIPE Investors (which obligation will be assumed (the “Assumption”) by Newco after the completion of the FEAC Reorganization and prior to the consummation of the PIPE Financing (as defined below)) the number of Class A ordinary shares of the Company (or after the Assumption, Newco Shares) provided for in the applicable Subscription Agreement in exchange for the purchase price of $10.25 per Class A ordinary shares of the Company (or after the Assumption, Newco Share) (as amended by the Side Letter Agreements (as defined below, the “PIPE Financing”). Pursuant to the Subscription Agreements, the PIPE Investors have collectively subscribed for 5,550,408 Class A ordinary shares of the Company (or after the Assumption, Newco Shares) for an aggregate purchase price equal to $56,891,682.

OnImmediately orfollowing ~~around~~ the ~~Closing~~execution ~~Date,~~and ~~Newco,~~delivery of the ~~Company~~Subscription Agreements, the ~~Sponsor~~Company ~~Holders~~and ~~(as~~Newco ~~defined~~entered ininto ~~the~~a ~~Registration~~side ~~Rights~~letter ~~Agreement)~~with ~~and~~each PIPE Investor (the ~~enGene~~“Side ~~Holders~~Letter ~~(as~~Agreement” ~~defined~~and incollectively, the ~~Registration~~“Side ~~Rights~~Letter ~~Agreement~~Agreements”) ~~will~~to ~~enter~~amend ~~into~~the arelevant ~~registration~~Subscription ~~rights~~Agreement ~~agreement~~and (which, together with the ~~“Registration~~relevant ~~Rights~~Subscription Agreement”), ~~pursuant~~reflects tothe ~~which,~~total ~~among~~number ~~other~~of ~~things,~~ the ~~Sponsor~~Class A ~~Holders~~ordinary shares of the Company and the ~~enGene~~warrants ~~Holders~~of ~~will~~the Company to be ~~granted~~issued ~~certain~~by ~~customary~~the ~~registration~~Company ~~rights~~(or ~~with~~after ~~respect~~the toAssumption, ~~their~~the ~~respective~~total ~~Equity~~number ~~Securities~~of ~~(as~~Newco ~~defined~~Shares ~~therein)~~and ofNewco Warrants to be issued by Newco,) inpursuant ~~each~~to ~~case,~~the onPIPE Financing in consideration of the ~~terms~~purchase ~~and~~price ~~subject~~set toforth in the ~~conditions~~relevant ~~therein~~Subscription Agreement.

~~Certain enGene Indebtedness~~ Non-Redemption

Agreement

On May 16, 2023, Newco, the Company and a shareholder of the Company that is the beneficial owner of 166,665 Class A ordinary shares of the Company entered into a

Prior to the execution and delivery of the Business Combination Agreement, enGene agreed to certain modifications of existing convertible indebtedness in an aggregate principal amount of $18,400,000 (the “Amended 2022 Convertible Notes” and, together with the enGene warrants to be issued by enGene as consideration for such modifications, the “Amended 2022 Financing”). Concurrently with the execution and delivery of the Business Combination Agreement, enGene entered into agreements pursuant to which it will issue new convertible indebtedness and enGene warrants (i) for cash in an aggregate principal amount of $30,000,000 and (ii) in repayment of certain outstanding indebtedness in an aggregate principal amount of $8,000,000 (collectively, the “2023 Convertible Notes” and, together with the enGene warrants purchased concurrently, the “2023 Financing”; the 2023 Financing together with the Amended 2022 Financing, the “Convertible Bridge Financing”). The Convertible Bridge Financing indebtedness will be converted in the Transactions into that number of common shares of enGene that, when exchanged at the Company Exchange Ratio, shall equal that number of Class A ordinary shares of the Company (or after the Assumption, Newco Shares) that the holders of such indebtedness would have received if they subscribed for Class A ordinary shares of the Company (or after the Assumption, Newco Shares) on the same terms as the PIPE Financing. non-redemption

agreement (the

~~Business Combination Deadline Extension and Extension Loan Note~~ “Non-Redemption

Agreement”), pursuant to which, among others, the Company will issue additional Class A ordinary shares of the Company and warrants of the Company (or after the Assumption, Newco will issue additional Newco Shares and Newco Warrants) to such shareholder of the Company in consideration of such shareholder’s commitment not to redeem its Class A ordinary shares of the Company in connection with the approval of the Business Combination by the shareholders of the Company (the

On June 6, 2023, the Company extended the time available to consummate its Business Combination from June 14, 2023 to September 14, 2023 by having the Sponsor deposit an additional $1,265,000, or $0.10 per unit, into the Trust Account (the “Extension Funding”), in accordance with the Company’s Amended and Restated Memorandum and Articles of Association and the Investment Management Trust Agreement by and between the Company and Continental Stock Transfer & Trust Company, dated as of December 9, 2021. Non-Redemption

Transaction”).

InRegistration ~~connection~~Rights ~~with~~Agreement the Extension Funding, on June 6, 2023, the Company issued an unsecured promissory note (the “Extension Note”) in the total principal amount of $1,265,000 to the Sponsor. The Sponsor funded the principal amount of $1,265,000 under the Extension Note by depositing such amount into the Trust Account on June 6, 2023.

~~The~~On ~~Extension~~or ~~Note~~around ~~bears~~the noClosing ~~interest~~Date, ~~and~~Newco, ~~shall~~the beCompany, ~~due~~the ~~and~~Sponsor ~~payable~~Holders on(as defined in the ~~earlier~~Registration ofRights (iAgreement) and the ~~date~~enGene ofHolders ~~consummation~~(as ofdefined in the ~~Business~~Registration ~~Combination~~Rights ~~and (ii~~Agreement) ~~the~~ ~~Maturity~~will ~~Date.~~enter Ininto ~~the~~a ~~event~~registration ~~that~~rights agreement (the ~~Company~~“Registration ~~does~~Rights ~~not~~Agreement”), ~~consummate~~pursuant ato ~~Business~~which, ~~Combination~~among other things, the ~~Extension~~Sponsor ~~Note~~Holders and the enGene Holders will be ~~repaid~~granted ~~only~~certain ~~from~~customary ~~amounts~~registration ~~remaining~~rights ~~outside~~with respect to their respective Equity Securities (as defined therein) of ~~the~~Newco, ~~Trust~~in ~~Account~~each case, ifon ~~any~~the terms and subject to the conditions therein.

~~Concurrently~~Certain ~~with~~enGene ~~the~~Indebtedness consummation of a Business Combination, the Sponsor will have the option, but not the obligation, to convert up to $600,000 total principal amount of the Extension Note, in whole or in part, into additional warrants of the Company at a price of $1.50 per warrant, each warrant exercisable for one Class A ordinary share, $0.0001 par value per share, of the Company. The warrants will be identical to the private placement warrants issued by the Company to the Sponsor at the time of the Company’s IPO. A failure to pay the principal outstanding amount of the Extension Note within five business days following the date when due or the commencement of a voluntary or involuntary bankruptcy action of the Company shall be deemed an event of default, in which case the Sponsor may declare the Extension Note due and payable immediately.

~~Note~~Prior 7to the execution and delivery of the Business Combination Agreement, enGene agreed to certain modifications of existing convertible indebtedness in an aggregate principal amount of $18,400,000 —(the “Amended 2022 Convertible Notes” and, together with the enGene warrants to be issued by enGene as consideration for such modifications, the “Amended 2022 Financing”). Concurrently with the execution and delivery of the Business Combination Agreement, enGene entered into agreements pursuant to which it will issue new convertible indebtedness and enGene warrants (i) ~~Shareholders’~~for ~~Deficit~~cash in an aggregate principal amount of $30,000,000 and (ii) in repayment of certain outstanding indebtedness in an aggregate principal amount of $8,000,000 (collectively, the “2023 Convertible Notes” and, together with the enGene warrants purchased concurrently, the “2023 Financing”; the 2023 Financing together with the Amended 2022 Financing, the “Convertible Bridge Financing”). The Convertible Bridge Financing indebtedness will be converted in the Transactions into that number of common shares of enGene that, when exchanged at the Company Exchange Ratio, shall equal that number of Class A ordinary shares of the Company (or after the Assumption, Newco Shares) that the holders of such indebtedness would have received if they subscribed for Class A ordinary shares of the Company (or after the Assumption, Newco Shares) on the same terms as the PIPE Financing.

~~Preference~~Business ~~shares~~Combination Deadline Extension and Extension Loan Notes

~~Class~~On June 6, 2023 and September 13, 2023, the Company extended the time available to consummate its Business Combination from June 14, 2023 to September 14, 2023 and from September 14, 2023 to December 14, 2023 by having the Sponsor deposit, on the date of each extension, an additional $1,265,000, or $0.10 per unit, for each three month extension, into the Trust Account (the “Extension Funding”), in accordance with the Company’s Amended and Restated Memorandum and Articles of Association and the Investment Management Trust Agreement by and between the Company and Continental Stock Transfer & Trust Company, dated as of December 9, 2021.

In connection with the Extension Funding, on June A6, ~~ordinary~~2023 ~~shares~~and September 13, 2023, the Company issued an unsecured promissory note (the “Extension Note”) in the aggregate total principal amount of $2,530,000 to the Sponsor. The Sponsor funded the principal amount of $1,265,000 under the Extension Note by depositing such amount into the Trust Account on June 6, 2023 and September 13, 2023.

18The Extension Note bears no interest and shall be due and payable on the earlier of (i) the date of consummation of the Business Combination and (ii) the Maturity Date. In the event that the Company does not consummate a Business Combination, the Extension Note will be repaid only from amounts remaining outside of the Trust Account, if any.

~~Table~~18 ~~of Contents~~

~~Class~~Table of Contents

Concurrently with the consummation of a Business Combination, the Sponsor will have the option, but not the obligation, to convert up to $600,000 total principal amount of the Extension Note, in whole or in part, into additional warrants of the Company at a price of $1.50 per warrant, each warrant exercisable for one Class BA ordinary ~~shares~~share, $0.0001 par value per share, of the Company. The warrants will be identical to the private placement warrants issued by the Company to the Sponsor at the time of the Company’s IPO. A failure to pay the principal outstanding amount of the Extension Note within five business days following the date when due or the commencement of a voluntary or involuntary bankruptcy action of the Company shall be deemed an event of default, in which case the Sponsor may declare the Extension Note due and payable immediately.

ofNote 7 at— ~~least two-thirds of the Company~~Shareholders’s Deficit

~~three~~Preference shares

—The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2023 and December 31, 2022, there were no preference shares issued or outstanding.

~~one~~Class

19 A ordinary shares

— The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of September 30, 2023 and December 31, 2022, there were no Class A ordinary shares outstanding, excluding 12,650,000 Class A ordinary shares subject to possible redemption issued.

~~Table of Contents~~Class

~~aggregate,~~ ~~on an as-converted~~B ordinary shares

— The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders are entitled to one vote for each share of Class B ordinary shares. As of August 13, 2021, there were 2,875,000 Class B ordinary shares issued and outstanding. Of the 2,875,000 Class B ordinary shares, an aggregate of up to 375,000 shares are subject to forfeiture to the Company for no consideration to the extent that the underwriters’ over-allotment option is not exercised in full or in part. On December 9, 2021, the Company effected a stock dividend of 1.1 shares for each outstanding share, resulting in there being an aggregate of 3,162,500 Founder Shares outstanding, of which 412,500 are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part. All share and per share amounts have been retroactively restated to reflect the share dividend. The forfeiture amounts were determined such that the initial shareholders will collectively own 20% of the Company’s issued and outstanding ordinary shares after the Public Offering. At September 30, 2023 and December 31, 2022, there were 3,162,500 shares of Class B ordinary shares issued and outstanding.

Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by the Company’s shareholders. Approval of certain actions will require a special resolution under Cayman Islands law, being the affirmative vote

of ~~less~~at ~~than~~least ~~one~~two-~~to-one.~~thirds of the Company’s

ordinary shares that are voted, and pursuant to the Company’s amended and restated memorandum and articles of association; such actions include amending the Company’s amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. The Company’s board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being appointed in each year. There is no cumulative voting with respect to the appointment of directors, with the result that the holders of more than 50% of the shares voted for the appointment of directors can appoint all of the directors. Prior to the Business Combination, only holders of Class B ordinary shares will be able to vote on the appointment of directors and to continue the Company in a jurisdiction outside the Cayman Islands. The Company’s shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.

~~Public~~19 ~~Warrants~~

~~The~~Table ~~warrants will become exercisable on the later~~ of ~~30 days~~ after the completion of the Company’s initial Business Combination and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. Contents

The Class B ordinary shares will automatically convert into Class A ordinary shares, which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions, if the Company does not consummate an initial Business Combination, at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares equal, in the

~~The Company has agreed that as soon as practicable~~aggregate, ~~but in no event later than~~ ~~twenty~~on business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Classan A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require -converted

basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of its management team upon conversion of Working Capital Loans and extension loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate

20 of less than one-to-one.

~~Table~~Public ~~of Contents~~Warrants

—Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummate the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described adjacent to “Redemption of public warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

~~blue-sky~~The warrants will become exercisable on the later of 30 days after the completion of the Company’s initial Business Combination and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

~~Redemption~~The Company has agreed that as soon as practicable, but in no event later than twenty business days after the closing of ~~public~~the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require

•20 ~~in whole and not in part;~~

•Table ~~at a price~~ of ~~$0.01 per warrant;~~Contents

holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60

~~• upon a minimum of 30 days’ prior written notice of redemption, which the Company refer to as the “30-day redemption period”; and~~th

day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable

• if, and only if, the last reported sale price (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Redemption Procedures—Antiblue-dilution Adjustments”) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company send the notice of redemption to the warrant holders.sky

laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value.

~~throughout the 30-day~~Redemption of public warrants

. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):

~~The~~• ~~Company~~in ~~has~~whole established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and ~~the~~not ~~Company~~in issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the Class A ordinary shares may fall below the $18.00 redemption trigger price (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants —Public Shareholders’ Warrants—Redemption Procedures—Anti-dilution Adjustments”) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued. part;

~~value” means the 10-day average closing~~• at a price of $0.01 per warrant;

21• upon a minimum of 30 days’ prior written notice of redemption, which the Company refer to as the“30-dayredemption period”; and

~~Table~~• if, and only if, the last reported sale price (the “closing price”) of ~~Contents~~the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Redemption Procedures—Anti-dilution Adjustments”) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company send the notice of redemption to the warrant holders.

The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available

bethroughout the 30-dayredemption

period. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

~~Note~~The 8Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the Class A ordinary shares may fall below the $18.00 redemption trigger price (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants —Public Shareholders’ Warrants—Redemption Procedures—Anti-dilution Adjustments”) as well as the $11.50 ~~Subsequent~~(for ~~Events~~whole shares) warrant exercise price after the redemption notice is issued.

~~The~~If the Company ~~evaluated~~calls ~~subsequent~~the ~~events~~Public ~~and~~Warrants ~~transactions~~for redemption as described above, it will have the option to require any holder that ~~occurred~~wishes ~~after~~to exercise its public warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their public warrants on a “cashless basis,” the ~~balance~~Company ~~sheet~~will ~~date~~consider, ~~through~~among other factors, its cash position, the ~~date~~number of public warrants that are outstanding and the ~~unaudited~~dilutive ~~condensed~~effect ~~financial~~on ~~statements~~shareholders ~~were~~of ~~issued~~issuing the maximum number of Class A ordinary shares issuable upon the exercise of the Public Warrants. ~~Based~~If the Company takes advantage of this option, all holders of Public Warrants would pay the exercise price by surrendering their public warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” means the 10-day average closing price as of the date on which the notice of redemption is sent to the holders of the warrants. If the Company takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of Class A ordinary shares to be received upon exercise of the warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. The Company ~~did~~believes this feature is an attractive option if it does not ~~identify~~need ~~any~~the ~~subsequent~~cash ~~events~~from the exercise of the warrants after the Business Combination. If the Company calls the warrants for redemption and does not take advantage of this option, the Sponsor and its permitted transferees would still be entitled to exercise their private placement warrants for cash or on a cashless basis using the same formula described above that other warrant holders would have been required ~~adjustment~~to oruse ~~disclosure~~had inall ~~the~~warrant ~~unaudited~~holders ~~condensed~~been ~~financial~~required ~~statements~~to exercise their warrants on a cashless basis, as described in more detail below.

2221

Table of Contents

No fractional Class A ordinary shares will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. If, at the time of redemption, the warrants are exercisable for a security other than the Class A ordinary shares pursuant to the warrant agreement (for instance, if the Company is not the surviving company in the Business Combination), the warrants maybe exercised for such security. At such time as the warrants become exercisable for a security other than the Class A ordinary shares, the Company (or surviving

~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.~~ company

) will use its commercially reasonable efforts to register under the Securities Act the security issuable upon the exercise of the warrants.

~~References~~Note to8 — Subsequent ~~the~~Events “Company,” “our,” “us” or “we” refer to Forbion European Acquisition Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

~~Cautionary~~The ~~Note~~Company ~~Regarding~~evaluated ~~Forward-Looking~~subsequent ~~Statements~~events and transactions that occurred after the balance sheet date through the date that the unaudited condensed consolidated financial statements were issued. Based on this, besides the below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements.

~~This~~On ~~Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section~~October ~~27A of the Securities Act~~24, ~~as amended~~2023, ~~and~~the ~~Section 21E~~Company ofheld ~~the~~an ~~Securities~~Extraordinary ~~Exchange~~General ~~Act~~Meeting ofin ~~1934,~~connection aswith ~~amended (~~the ~~“Exchange~~Business ~~Act”)~~Combination. WeBased ~~have~~upon ~~based~~the ~~these~~submission ~~forward-looking~~of ~~statements~~proxies ~~on our current expectations~~ and ~~projections~~ballots, ~~about~~a ~~future~~majority ~~events.~~of ~~These~~the ~~forward-looking~~shares ~~statements~~of ~~are~~the ~~subject~~Company’s toordinary ~~known~~shares issued and ~~unknown~~outstanding ~~risks, uncertainties~~ and ~~assumptions~~entitled ~~about~~to usvote ~~that~~at ~~may~~the ~~cause~~close ~~our actual results, levels~~ of ~~activity,~~business ~~performance~~on orthe ~~achievements~~record todate bewere ~~materially~~present ~~different~~at ~~from~~the ~~any~~Extraordinary ~~future~~General ~~results,~~Meeting ~~levels~~by ofproxy ~~activity, performance~~ or ~~achievements expressed or implied~~ by ~~such~~attendance ~~forward-looking~~via ~~statements.~~the Invirtual ~~some~~meeting ~~cases~~website, ~~you~~which ~~can~~constituted ~~identify~~a ~~forward-looking~~quorum. ~~statements~~All byproposals ~~terminology~~submitted ~~such~~to asa ~~“anticipate,”~~vote ~~“believe,”~~of ~~“continue,”~~the ~~“could,”~~shareholders ~~“estimate,”~~of ~~“expect,”~~the ~~“intend,”~~Company ~~“may,”~~at ~~“might,”~~the ~~“plan,”~~Extraordinary ~~“possible,”~~General ~~“potential~~Meeting,” ~~“predict,”~~including ~~“project,” “should,” “would” or~~ the ~~negative~~proposal ~~of such terms or other similar expressions. Factors that might cause or contribute~~ to ~~such~~approve athe ~~discrepancy~~Business ~~include~~Combination, ~~but~~were ~~are~~approved ~~not~~by ~~limited~~the ~~to,~~required ~~those described in our other Securities and Exchange Commission (“SEC”) filings~~vote.

~~Overview~~In connection with the shareholder vote at the Extraordinary General Meeting, the Company’s public shareholders had the right to elect to redeem all or a portion of their Class A ordinary shares for a per share price calculated in accordance with the Company’s organizational documents. The Company’s public shareholders holding 10,379,144 Class A ordinary shares validly elected to redeem their public shares for a pro rata portion of the funds in the Company’s Trust Account for $114,292,161 (approximately $11.01 per share).

WeThe ~~are~~Closing ais ~~blank~~expected ~~check~~to ~~company~~occur ~~incorporated~~on asor aabout ~~Cayman Islands exempted company on August~~October 931, ~~2021.~~2023, Wesubject ~~were~~to ~~incorporated for~~ the ~~purpose~~satisfaction ~~of effecting a merger, share exchange, asset acquisition, share purchase, reorganization~~ or ~~similar~~waiver ~~Business~~of ~~Combination~~the conditions with ~~one~~respect orto ~~more businesses or entities (~~the “Business Combination”).

~~Our~~22 sponsor is Forbion Growth Sponsor FEAC I B.V., a Dutch private limited liability company (the “Sponsor”). The registration statement for our IPO was declared effective on December 9, 2021. On December 14, 2021, we commenced the IPO of 11,000,000 units (or 12,650,000 units if the underwriters’ over-allotment option is exercised in full) at $10.00 per unit (the “Units”), which is discussed in Note 3. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant (the “Public Warrants”). Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share. On December 15, 2021, the underwriters exercised their full over-allotment option and purchased the additional Units available to them. The aggregate Units sold in the IPO and subsequent over-allotment were 12,650,000 and generated gross proceeds of $126,500,000.

~~Simultaneously~~Item 2. ~~with the consummation of the IPO, we consummated the private placement of 4,700,000 warrants (or 5,195,000 warrants when the underwriters~~Management’s ~~over-allotment~~Discussion ~~option~~and ~~was~~Analysis ~~fully exercised on December 15, 2021) (the “Private Placement Warrants”) to the Sponsor, at a price~~ of ~~$1.50~~Financial ~~per~~Condition ~~Private Placement Warrant in a private placement. The sale of the Private Placement Warrants in connection with the IPO~~ and ~~subsequent~~Results ~~over-allotment option exercise generated gross proceeds~~ of ~~$7,792,500~~Operations.

~~Our~~References ~~transaction costs related~~ to the ~~IPO~~“Company,” ~~amounted to $5~~“our,~~793,160~~” ~~consisting~~“us” ofor ~~$1,800,000~~“we” ofrefer ~~underwriting~~to ~~commissions,~~Forbion ~~$3,150,000~~European ofAcquisition ~~deferred~~Corp. ~~underwriting~~The ~~commissions,~~following discussion and ~~$843,160~~analysis of ~~other~~the ~~offering~~Company’s ~~costs.~~financial ~~The~~condition ~~underwriters’~~and ~~exercise~~results of ~~their~~operations ~~full~~should ~~over-allotment~~be ~~option~~read ~~generated an additional $907,500~~ in ~~transaction~~conjunction ~~costs~~with ~~for~~the ~~aggregate~~unaudited ~~transaction~~condensed ~~costs~~consolidated offinancial ~~$6,700,660~~statements ~~consisting~~and ofthe ~~$2,130,000~~notes ofthereto ~~underwriting~~contained ~~commissions,~~elsewhere ~~$3,727,500~~in ofthis ~~deferred underwriting commissions and $843,160 of other offering costs~~report. InCertain ~~addition,~~information ~~$1,641,236~~contained ofin ~~cash was held outside of~~ the ~~Trust~~discussion ~~Account~~and ~~(as~~analysis ~~defined~~set forth below) ~~and~~includes isforward-looking ~~available~~statements ~~for~~that ~~working~~involve ~~capital~~risks ~~purposes~~and uncertainties.

OnCautionary ~~December 15,~~Note ~~2021,~~Regarding ~~the underwriters fully exercised the over~~Forward-~~allotment~~Looking ~~option~~Statements and purchased an additional 1,650,000 Units for additional gross proceeds of $16,500,000. Simultaneously with the exercise of the over-allotment option, the Sponsor purchased an additional 495,000 Private Placement Warrants for additional gross proceeds of $742,500, which were deposited into the Trust Account.

23This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (“SEC”) filings.

~~Table~~Overview ~~of Contents~~

~~The~~We ~~underwriters’~~are ~~exercise~~a ofblank ~~their~~check ~~full~~company ~~over-allotment~~incorporated ~~option~~as ~~generated~~a anCayman ~~additional~~Islands ~~$907~~exempted company on August 9,~~500~~ in2021. ~~transaction~~We ~~costs~~were incorporated for ~~aggregate~~the ~~transaction~~purpose ~~costs~~ of $6effecting a merger,~~700~~ share exchange,~~660~~ ~~consisting~~asset ofacquisition, $2share purchase,~~130,000~~ ofreorganization ~~underwriting~~or ~~commissions,~~similar ~~$3,727,500~~Business ofCombination ~~deferred~~with ~~underwriting~~one ~~commissions~~or ~~and~~more ~~$843,160~~businesses ofor ~~other~~entities ~~offering~~(the ~~costs~~“Business Combination”).

~~Following~~Our sponsor is Forbion Growth Sponsor FEAC I B.V., a Dutch private limited liability company (the ~~closing~~“Sponsor”). ofThe registration statement for our IPO was declared effective on December 9, 2021. On December 14, 2021, we commenced the ~~exercise~~IPO of 11,000,000 units (or 12,650,000 units if the underwriters’ ~~full~~ over-allotment option, anis ~~additional~~exercised in full) at $1610.00 per unit (the “Units”),~~170,000~~ ~~was~~which ~~placed~~is discussed in ~~the~~Note ~~Trust~~3. ~~Account~~Each ~~for~~Unit ~~aggregate~~consists ~~proceeds~~of inone ~~the~~Class A ~~Trust~~ordinary ~~Account~~ share and one-third of ~~$129,662,500~~one redeemable warrant (~~$10.25~~the ~~per~~“Public ~~Unit~~Warrants”). AsEach whole warrant entitles the holder to purchase one Class A ordinary share at a ~~result~~price of $11.50 per share. On December 15, 2021, the underwriters’ exercised their full over-allotment option ~~exercise,~~and ~~412,500~~purchased ~~Founder~~the ~~Shares~~additional ~~are~~Units noavailable ~~longer~~to ~~subject~~them. toThe ~~forfeiture~~aggregate Units sold in the IPO and subsequent over-allotment were 12,650,000 and generated gross proceeds of $126,500,000.

~~Our~~Simultaneously ~~management~~with ~~has~~the ~~broad~~consummation ~~discretion~~of ~~with~~the ~~respect~~IPO, towe consummated the ~~specific~~private ~~application~~placement of 4,700,000 warrants (or 5,195,000 warrants when the ~~net~~underwriters’ ~~proceeds~~over-allotment ofoption was fully exercised on December 15, 2021) (the ~~IPO~~“Private ~~and~~Placement Warrants”) to the ~~sale~~Sponsor, at a price of $1.50 per Private Placement ~~Warrants,~~Warrant ~~although~~in ~~substantially~~a ~~all~~private placement. The sale of the ~~net~~Private ~~proceeds~~Placement ~~are~~Warrants ~~intended~~in toconnection bewith ~~applied~~the ~~generally~~IPO ~~toward~~and ~~consummating~~subsequent aover-allotment ~~Business~~option ~~Combination~~exercise generated gross proceeds of $7,792,500.

WeOur ~~must~~transaction ~~complete~~costs ~~one~~related orto ~~more~~the ~~initial~~IPO ~~Business~~amounted ~~Combinations~~to ~~having~~$5,793,160 anconsisting ~~aggregate~~of ~~fair~~$1,800,000 ~~market value~~ of atunderwriting ~~least~~commissions, ~~80%~~$3,150,000 of ~~the net assets held in the Trust Account (as defined below) (excluding the~~ deferred underwriting commissions, and ~~taxes~~$843,160 ~~payable~~of onother ~~the~~offering ~~interest~~costs. ~~earned~~The onunderwriters’ ~~the~~exercise ~~Trust~~of ~~Account)~~their atfull ~~the~~over-allotment ~~time~~option ofgenerated ~~signing~~an aadditional ~~definitive~~$907,500 ~~agreement~~ in ~~connection~~transaction ~~with~~costs ~~the~~for ~~initial~~aggregate ~~Business~~transaction ~~Combination.~~costs ~~However~~of $6,700,660 weconsisting ~~will~~of ~~complete~~$2,130,000 ~~the~~of ~~initial~~underwriting ~~Business~~commissions, ~~Combination~~$3,727,500 ~~only~~of ifdeferred ~~the~~underwriting ~~post-Business~~commissions ~~Combination~~and ~~company~~$843,160 inof ~~which~~other ~~its~~offering ~~public~~costs. ~~shareholders~~In ~~own~~addition, ~~shares~~$1,641,236 ~~will own or acquire 50% or more~~ of ~~the~~cash ~~outstanding~~was ~~voting~~held ~~securities~~outside of the ~~target~~Trust orAccount ~~is otherwise not required to register~~ (as andefined ~~investment company under the Investment Company Act (the “Investment Company Act”~~below). ~~There~~and is noavailable ~~assurance~~for ~~that~~working wecapital ~~will be able to complete a Business Combination successfully~~purposes.

~~Following~~On ~~the closing of the IPO on~~ December 1415, 2021, ~~$113,492,500 from~~ the ~~net~~underwriters ~~proceeds~~fully ofexercised the ~~sale~~over-allotment ofoption ~~the Units in the IPO~~ and ~~the~~purchased ~~sale~~an ofadditional ~~the Private Placement Warrants was deposited into a trust account (the “Trust Account”). This amount was comprised of $10.25 per Unit for the 11~~1,~~000~~650,000 Units ~~sold~~for inadditional ~~the~~gross ~~IPO~~proceeds inof ~~addition to a~~ $~~742~~16,500 ~~Deposit in Advance from the Sponsor related to the underwriters’ exercise of the full over-allotment option which took place the following day on December 15~~, ~~2021~~000. ~~Following~~Simultaneously ~~the~~with ~~closing of~~ the ~~IPO and the~~ exercise of the ~~underwriters’ full~~ over-allotment option, ~~$129,662,500 ($10.25 per Unit) was held in~~ the ~~Trust~~Sponsor ~~Account~~purchased ~~and~~an ~~will~~additional only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement495,000 the trustee is not permitted to invest in other securities or assets. Except with respect to interest earned on the funds held in the Trust Account that may be released to us to pay its income taxes, if any, our amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from the Public Offering and the sale of the Private Placement Warrants ~~held~~for inadditional ~~the~~gross ~~Trust~~proceeds ~~Account will not be released from the Trust Account (1) to us, until the completion~~ of ~~the initial Business Combination~~$742, ~~or (2) to our public shareholders~~500, ~~until~~which ~~the~~were ~~earliest~~deposited ofinto ~~(a)~~ the completion of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the public shares if we do not complete the initial Business Combination within Combination Period or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares, and (c) the redemption of the public shares if we have not consummated our Business Combination within Combination Period, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial Business Combination or liquidation if we have not consummated an initial Business Combination within Combination Period, with respect to such Class A ordinary shares so redeemed. The funds held in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. As it is expected that we are and will continuously be considered a Dutch tax resident, any redemption proceeds (including interest income on the trust account) distributed to our shareholders in excess of the paid-up capital for Dutch tax purposes may be subject to 15% Dutch dividend withholding tax.

2423

~~Table~~The underwriters’ exercise of ~~Contents~~their full over-allotment option generated an additional $907,500 in transaction costs for aggregate transaction costs of $6,700,660 consisting of $2,130,000 of underwriting commissions, $3,727,500 of deferred underwriting commissions and $843,160 of other offering costs.

WeFollowing ~~will~~the ~~provide~~closing ~~holders~~of (the ~~“Public~~exercise ~~Shareholders”)~~ of ~~our~~the ~~Class A~~underwriters’ ~~ordinary~~full ~~shares~~over-allotment option, ~~par~~an ~~value~~additional $~~0.0001~~16, ~~sold in the IPO (the “Public Shares”)~~170,000 ~~with~~was ~~the~~placed ~~opportunity~~in ~~to redeem all or a portion of their Public Shares upon~~ the ~~completion~~Trust ofAccount afor ~~Business~~aggregate ~~Combination~~proceeds ~~either (i)~~ in ~~connection with a general meeting called to approve~~ the ~~Business~~Trust ~~Combination~~Account ~~or (ii) by means~~ of ~~a tender offer. The decision as to whether we will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by us~~$129, ~~solely in our discretion~~662,500 ~~and~~($10.25 ~~will~~per beUnit). ~~based~~As on a ~~variety~~result of ~~factors such as~~ the ~~timing~~underwriters’ ofover-allotment ~~the~~option ~~transaction~~exercise, ~~and~~412,500 ~~whether~~Founder ~~the~~Shares ~~terms~~are ofno ~~the~~longer ~~transaction~~subject ~~would require us~~ to ~~seek shareholder approval under applicable law or stock exchange listing requirement~~forfeiture.

WeOur ~~will~~management ~~provide~~has ~~our~~broad ~~public~~discretion ~~shareholders~~ with ~~the~~respect ~~opportunity~~ to ~~redeem~~the ~~all~~specific orapplication ~~a portion~~ of ~~their Class A ordinary shares upon~~ the ~~completion~~net proceeds of the ~~initial~~IPO ~~Business Combination, regardless of whether such shareholder votes on such proposed Business Combination,~~ and ifthe ~~they~~sale ~~do vote, regardless~~ of ~~whether~~Private ~~they~~Placement ~~vote for or against such proposed Business Combination~~Warrants, atalthough ~~a per-share price, payable in~~substantially ~~cash,~~all ~~equal to the aggregate amount then on deposit in the Trust Account calculated as~~ of ~~two business days prior to~~ the ~~consummation~~net ofproceeds ~~the~~are ~~initial~~intended ~~Business Combination, including interest earned on the funds held in the Trust Account and not previously released~~ to usbe toapplied ~~pay~~generally ~~our~~toward ~~income~~consummating ~~taxes,~~a ifBusiness ~~any, divided by the number of then-outstanding public shares, subject to the limitations described herein~~Combination. ~~The amount in the Trust Account is initially anticipated to be $10.25 per public share.~~

~~The~~We ~~per~~must ~~share~~complete ~~amount~~one ~~that~~or wemore ~~will~~initial ~~distribute~~Business toCombinations ~~investors~~having ~~who~~an ~~properly~~aggregate ~~redeem~~fair ~~their~~market ~~shares~~value ~~will~~of ~~not~~at beleast ~~reduced~~80% byof the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions weand ~~will~~taxes ~~pay~~payable toon the ~~underwriters.~~interest ~~The~~earned ~~redemption~~on ~~rights~~the ~~will~~Trust ~~include~~Account) at the ~~requirement~~time ~~that~~of signing a ~~beneficial~~definitive ~~holder~~agreement ~~must~~in ~~identify~~connection ~~itself~~with inthe ~~order~~initial toBusiness ~~validly~~Combination. ~~redeem~~However, we will complete the initial Business Combination only if the post-Business Combination company in which its ~~shares.~~public ~~There~~shareholders own shares will beown noor ~~redemption~~acquire ~~rights~~50% ~~upon~~or more of the ~~completion~~outstanding voting securities of the ~~initial~~target ~~Business~~or ~~Combination~~is ~~with~~otherwise ~~respect~~not required to ~~our~~register ~~warrants.~~as ~~Further,~~an weinvestment ~~will~~company ~~not~~under ~~proceed~~the ~~with~~Investment ~~redeeming~~Company Act (the ~~public~~“Investment ~~shares,~~Company ~~even~~Act”). ifThere ais ~~public~~no ~~shareholder~~assurance ~~has~~that ~~properly~~we ~~elected~~will tobe ~~redeem~~able ~~its~~to ~~shares~~complete if a Business Combination ~~does not close~~successfully.

~~Our~~Following ~~amended~~the ~~and~~closing ~~restated~~of ~~memorandum~~the IPO on December 14, 2021, $113,492,500 from the net proceeds of the sale of the Units in the IPO and ~~articles~~the sale of ~~association~~the ~~provides~~Private ~~that~~Placement weWarrants ~~will~~was ~~have~~deposited ~~only~~into 18a ~~months~~trust ~~from~~account (the ~~closing~~“Trust Account”). This amount was comprised of $10.25 per Unit for the ~~Public~~11,000,000 ~~Offering~~Units ~~(or~~sold upin the IPO in addition to 24a ~~months~~$742,500 Deposit in Advance from the ~~closing~~Sponsor related to the underwriters’ exercise of the ~~IPO~~full ifover-allotment weoption ~~extend~~which took place the ~~period~~following ofday ~~time~~on toDecember 15, ~~consummate~~2021. aFollowing ~~Business~~the ~~Combination,~~closing ~~subject~~of tothe IPO and the ~~Sponsor~~exercise ~~depositing~~of ~~additional~~the ~~funds~~underwriters’ full over-allotment option, $129,662,500 ($10.25 per Unit) was held in the Trust Account) ~~(the~~and ~~“Combination~~will ~~Period”)~~only tobe ~~consummate~~invested ~~our~~in ~~initial~~United ~~Business~~States ~~Combination.~~“government Onsecurities” ~~June~~within the meaning of Section 6,2(a)(16) ~~2023,~~of the Investment Company ~~extended~~Act ~~the~~having ~~period~~a maturity of ~~time~~185 todays ~~consummate~~or aless ~~Business~~or ~~Combination~~in ~~from~~money ~~June~~market funds meeting certain conditions under ~~14,~~Rule 2a-7 promulgated ~~2023~~under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to ~~September 14~~the trust agreement, ~~2023~~the bytrustee ~~having~~is ~~the~~not ~~Sponsor~~permitted ~~deposit~~to aninvest ~~additional~~in ~~$1,265,000,~~other securities or $0assets.10 ~~per~~Except ~~unit,~~with ~~into~~respect to interest earned on the funds held in the Trust Account, inthat ~~accordance~~may ~~with~~be ~~the~~released ~~Company’s~~to us to pay its income taxes, if any, our amended and restated memorandum and articles of association, as discussed below and ~~the~~subject ~~Investment~~to ~~Management~~the ~~Trust~~requirements ~~Agreement~~of bylaw and ~~between~~regulation, will provide that the ~~Company~~proceeds from the Public Offering and ~~Continental~~the ~~Stock~~sale ~~Transfer &~~of ~~Trust~~the ~~Company,~~Private ~~dated~~Placement asWarrants ofheld ~~December 9,~~in ~~2021.~~the IfTrust weAccount ~~have~~will not ~~consummated~~be anreleased ~~initial~~from ~~Business~~the ~~Combination~~Trust ~~within~~Account ~~Combination~~(1) to ~~Period~~us, weuntil ~~will:~~the completion of the initial Business Combination, or (i2) ~~cease~~to ~~all~~our ~~operations~~public ~~except~~shareholders, ~~for~~until the ~~purpose~~earliest of ~~winding up;~~ (iia) asthe ~~promptly~~completion asof ~~reasonably~~the ~~possible~~initial ~~but~~Business ~~not~~Combination, ~~more~~and ~~than~~then ~~ten~~only ~~business~~in ~~days~~connection ~~thereafter,~~with ~~redeem~~those ~~the~~Class A ~~public~~ordinary shares, ~~at a per-share price,~~that ~~payable~~such inshareholders ~~cash~~properly elected to redeem, ~~equal~~subject to the ~~aggregate~~limitations ~~amount~~described ~~then~~herein, on(b) the ~~deposit~~redemption inof ~~the~~any ~~Trust~~public ~~Account,~~shares ~~including~~properly ~~interest~~tendered ~~earned~~in onconnection ~~the~~with ~~funds~~a ~~held~~shareholder invote ~~the~~to ~~Trust~~amend ~~Account~~our amended and ~~not~~restated ~~previously~~memorandum ~~released~~and toarticles usof association (A) to ~~pay~~modify ~~our~~the ~~income~~substance ~~taxes,~~or iftiming ~~any~~of ~~(less~~our upobligation to ~~$100,000~~provide holders of ~~interest~~the Class A ordinary shares the right to ~~pay~~have ~~dissolution~~their ~~expenses)~~shares ~~divided~~redeemed byin connection with the ~~number~~initial Business Combination or to redeem 100% of the ~~then-outstanding~~ public shares, ~~which~~if ~~redemption~~we ~~will~~do ~~completely~~not ~~extinguish~~complete ~~public~~the ~~shareholders’~~initial ~~rights~~Business asCombination ~~shareholders~~within Combination Period or (~~including~~B) with ~~the~~respect ~~right~~to any other provision relating to ~~receive~~the ~~further~~rights ~~liquidation~~of ~~distributions,~~holders ifof ~~any);~~the Class A ordinary shares, and (~~iii~~c) asthe ~~promptly~~redemption asof ~~reasonably~~the ~~possible~~public ~~following~~shares ~~such~~if ~~redemption~~we have not consummated our Business Combination within Combination Period, subject to ~~the~~applicable ~~approval~~law. ofPublic ~~our~~shareholders ~~remaining~~who ~~shareholders~~redeem ~~and~~their ~~its~~Class A ~~board~~ordinary ofshares ~~directors,~~in ~~liquidate~~connection ~~and~~with ~~dissolve,~~a ~~subject~~shareholder vote described in clause (b) in the ~~case~~preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of ~~clauses~~an ~~(ii) and~~initial ~~(iii)~~Business Combination or liquidation if we have not consummated an initial Business Combination within Combination Period, with respect to ~~our~~such ~~obligations~~Class A ~~under~~ordinary ~~Cayman~~shares ~~Islands~~so ~~law~~redeemed. toThe ~~provide~~funds ~~for~~held in the Trust Account could become subject to the claims of our creditors, ~~and~~if any, which could have priority over the ~~requirements~~claims of ~~other~~our ~~applicable~~public ~~law~~shareholders. ~~There~~As it is expected that we are and will continuously be noconsidered a Dutch tax resident, any redemption ~~rights~~proceeds or(including ~~liquidating~~interest ~~distributions~~income ~~with~~on ~~respect~~the trust account) distributed to our ~~warrants,~~shareholders ~~which~~in ~~will~~excess ~~expire~~of the paid-up capital for ~~worthless~~Dutch iftax wepurposes ~~fail~~may tobe ~~consummate~~subject anto ~~initial~~15% ~~Business~~Dutch ~~Combination~~dividend ~~within~~withholding ~~Combination Period~~tax.

~~The~~24 Sponsor and each member of its management team have entered into an agreement with Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares (ii) to waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the public shares if we do not complete the initial Business Combination within Combination Period or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if we fail to consummate an initial Business Combination within Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if we fail to complete the initial Business Combination within the prescribed time frame).

~~Our~~We ~~amended~~will ~~and~~provide ~~restated~~holders ~~memorandum~~(the ~~and~~“Public ~~articles~~Shareholders”) of ~~association~~our ~~provides~~Class A ~~that~~ordinary ~~the~~shares, ~~Company~~par ~~will~~value ~~have~~$0.0001, ~~until~~sold 18in ~~months from~~ the ~~closing~~IPO of (the “Public ~~Offering to complete a Business Combination. However~~Shares”), ifwith wethe ~~anticipate~~opportunity ~~that~~to weredeem ~~may~~all ~~not~~or ~~be able to consummate~~ a ~~Business~~portion ~~Combination~~of ~~within~~their 18Public ~~months,~~Shares weupon ~~may extend~~ the ~~period~~completion of ~~time to consummate~~ a Business Combination byeither ~~up to two additional three-month periods~~ (~~for~~i) in aconnection ~~total~~with ~~of 24 months to complete~~ a ~~Business~~general ~~Combination~~meeting ~~(the~~called ~~“Combination Period”). In order~~ to ~~extend~~approve the ~~time available for us to consummate a~~ Business Combination, ~~the Sponsor~~ or ~~its affiliate or designees must deposit into the Trust Account, for each additional three-month period, $1,265,000~~ (~~$0.10 per Public Share in either case~~ii), by onmeans ~~or prior to the date~~ of ~~the~~a ~~applicable~~tender ~~deadline~~offer. OnThe ~~June 6,~~decision ~~2023,~~as ~~the~~to ~~Company~~whether ~~extended~~we ~~the~~will ~~period~~seek ofshareholder ~~time~~approval toof ~~consummate~~ a proposed Business Combination ~~from~~or ~~June 14,~~conduct ~~2023~~a totender ~~September 14,~~offer ~~2023~~will bybe ~~having~~made ~~the~~by ~~Sponsor~~us, ~~deposit~~solely anin ~~additional~~our $1discretion,~~265,000,~~ orand ~~$0.10~~will ~~per~~be ~~unit,~~based ~~into~~on ~~the~~a ~~Trust~~variety ~~Account,~~of infactors ~~accordance~~such ~~with~~as the ~~Company’s~~timing ~~amended~~of ~~and~~the ~~restated~~transaction ~~memorandum~~ and ~~articles~~whether ofthe ~~association~~terms ~~and~~of the ~~Investment~~transaction ~~Management~~would ~~Trust~~require ~~Agreement~~us byto ~~and~~seek ~~between~~shareholder ~~the~~approval ~~Company~~under ~~and~~applicable ~~Continental~~law ~~Stock~~or ~~Transfer &~~stock ~~Trust~~exchange ~~Company,~~listing ~~dated as of December 9, 2021~~requirement.

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of the initial Business Combination, regardless of whether such shareholder votes on such proposed Business Combination, and if they do vote, regardless of whether they vote for or against such proposed Business Combination, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the Trust Account is initially anticipated to be $10.25 per public share.

~~Table~~The per share amount that we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of ~~Contents~~the initial Business Combination with respect to our warrants. Further, we will not proceed with redeeming the public shares, even if a public shareholder has properly elected to redeem its shares if a Business Combination does not close.

Our ~~Sponsor~~amended ~~has~~and ~~agreed~~restated memorandum and articles of association provides that itwe will behave ~~liable~~only to18 usmonths iffrom ~~and~~the toclosing of the ~~extent~~Public ~~any~~Offering ~~claims~~(or byup ato ~~third~~24 ~~party~~months ~~(other~~from ~~than~~the ~~our~~closing ~~independent~~of ~~auditors)~~the ~~for~~IPO ~~services~~if ~~rendered~~we orextend ~~products~~the ~~sold~~period of time to usconsummate a Business Combination, orsubject ato ~~prospective~~the ~~target~~Sponsor ~~business~~depositing ~~with~~additional ~~which~~funds wein ~~have~~the ~~discussed~~Trust ~~entering~~Account) ~~into~~(the a“Combination ~~transaction~~Period”) ~~agreement~~to consummate our initial Business Combination. On June 6, ~~reduce~~2023 ~~the~~and ~~amount~~September 13, of2023, ~~funds~~the inCompany extended the ~~Trust~~period ~~Account~~of time to ~~below~~consummate ~~(1)~~a ~~$10.25~~Business ~~per~~Combination ~~public~~from ~~share~~June 14, or2023 ~~(2)~~to September ~~such~~14, ~~lesser~~2023 ~~amount~~and ~~per~~from ~~public~~September 14,2023 ~~share~~to ~~held~~December 14, in2023 ~~the~~by ~~Trust~~having ~~Account~~the asSponsor ofdeposit, on the date of ~~the~~each ~~liquidation~~extension, ofan additional $1,265,000, or $0.10 per unit, into the Trust Account, ~~due~~in toaccordance ~~reductions~~with in the ~~value~~Company’s amended and restated memorandum and articles of association and the ~~trust~~Investment ~~assets,~~Management inTrust ~~each~~Agreement ~~case~~by ~~net~~and ofbetween the ~~interest~~Company ~~which~~and ~~may~~Continental beStock ~~withdrawn~~Transfer & toTrust ~~pay taxes~~Company, ~~except~~dated as toof ~~any~~December 9, ~~claims~~2021. byIf awe ~~third~~have ~~party~~not ~~who~~consummated ~~executed~~an ainitial ~~waiver~~Business ofCombination ~~any~~within ~~and~~Combination ~~all~~Period, ~~rights~~we towill: ~~seek~~(i) cease ~~access~~all tooperations except for the ~~Trust~~purpose ~~Account~~of ~~and~~winding ~~except~~up; (ii) as topromptly ~~any~~as ~~claims~~reasonably ~~under~~possible ~~our~~but ~~indemnity~~not ofmore than ten business days thereafter, redeem the ~~underwriter~~public ofshares, at a per-share price, payable in cash, equal to the ~~Public~~aggregate ~~Offering~~amount ~~against~~then ~~certain~~on ~~liabilities~~deposit in the Trust Account, including ~~liabilities~~interest ~~under~~earned on the ~~Securities~~funds ~~Act.~~held ~~Moreover,~~ in the ~~event~~Trust ~~that~~Account anand ~~executed~~not ~~waiver~~previously isreleased ~~deemed~~ to beus ~~unenforceable~~to ~~against~~pay aour ~~third~~income ~~party~~taxes, ~~the~~if ~~Sponsor~~any ~~will~~(less ~~not~~up beto ~~responsible~~$100,000 of interest to pay dissolution expenses) divided by the ~~extent~~number of ~~any~~the ~~liability~~then-outstanding ~~for~~public ~~such~~shares, ~~third-party~~which ~~claims.~~redemption Wewill ~~have~~completely ~~not~~extinguish ~~independently~~public ~~verified~~shareholders’ ~~whether~~rights ~~the~~as ~~Sponsor~~shareholders ~~has~~(including ~~sufficient~~the ~~funds~~right to ~~satisfy~~receive ~~its~~further ~~indemnity~~liquidation ~~obligations~~distributions, if any); and ~~believe~~(iii) as ~~that~~promptly as reasonably possible following such redemption, subject to the ~~Sponsor’s~~approval ~~only~~of ~~assets~~our ~~are~~remaining ~~securities~~shareholders and its board of usdirectors, liquidate and dissolve, ~~therefore~~subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the ~~Sponsor~~requirements ~~may~~of ~~not~~other applicable law. There will be ~~able~~no redemption rights or liquidating distributions with respect to ~~satisfy~~our ~~those~~warrants, ~~obligations.~~which Wewill ~~have~~expire ~~not~~worthless ~~asked~~if ~~the~~we ~~Sponsor~~fail to ~~reserve~~consummate ~~for~~an ~~such~~initial ~~obligations~~Business Combination within Combination Period.

~~Recent~~The ~~Developments~~Sponsor and each member of its management team have entered into an agreement with Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares (ii) to waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the public shares if we do not complete the initial Business Combination within Combination Period or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if we fail to consummate an initial Business Combination within Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if we fail to complete the initial Business Combination within the prescribed time frame).

Our amended and restated memorandum and articles of association provides that the Company will have until 18 months from the closing of the Public Offering to complete a Business Combination. However, if we anticipate that we may not be able to consummate a Business Combination within 18 months, we may extend the period of time to consummate a Business Combination by up to two additional three-month periods (for a total of 24 months to complete a Business Combination (the “Combination Period”). In order to extend the time available for us to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account, for each additional three-month period, $1,265,000 ($0.10 per Public Share in either case), on or prior to the date of the applicable deadline. On June 6, 2023 and September 13, 2023, the Company extended the period of time to consummate a Business Combination from June 14, 2023 to September 14, 2023 and from September 14, 2023 to December 14, 2023 by having the Sponsor deposit, on the date of each extension, an additional $1,265,000, or $0.10 per unit, into the Trust Account, in accordance with the Company’s amended and restated memorandum and articles of association and the Investment Management Trust Agreement by and between the Company and Continental Stock Transfer & Trust Company, dated as of December 9, 2021.

On25 May 16, 2023, the Company entered into the Business Combination Agreement with enGene and Newco. The Business Combination Agreement contemplates that the Business Combination among the Company, enGene and Newco will be completed through, among others, the following series of transactions:

•Our Sponsor has agreed that it will be liable to us if and to the ~~Company~~extent ~~shall~~any ~~incorporate~~claims by a third party (other than our independent auditors) for services rendered or ~~cause~~products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.25 per public share or (2) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be ~~incorporated~~withdrawn ~~Can~~to ~~Merger~~pay ~~Sub~~taxes, except as to any claims by a third party who executed a waiver of any and ~~Newco~~all ~~shall~~rights ~~incorporate~~to orseek ~~cause~~access to the Trust Account and except as to any claims under our indemnity of the underwriter of the Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be ~~incorporated~~unenforceable ~~Cayman~~against ~~Merger~~a ~~Sub;~~third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of us and, therefore, the Sponsor may not be able to satisfy those obligations. We have not asked the Sponsor to reserve for such obligations.

•Recent ~~the~~Developments ~~Sponsor will give effect to the Surrender pursuant to the Sponsor and Insiders Letter Agreement;~~

•Business onCombination ~~the~~Agreement ~~day which is two (2) business days prior to the Closing Date, the Class B Conversion will be effected;~~

•On onMay 16, 2023, the ~~day~~Company ~~which~~entered isinto ~~one~~the ~~(1)~~Business ~~business~~Combination ~~day~~Agreement ~~prior~~with toenGene and Newco. The Business Combination Agreement contemplates that the ~~Closing~~Business ~~Date,~~Combination among the ~~Cayman~~Company, ~~Merger~~enGene and Newco will be ~~effected;~~completed through, among others, the following series of transactions:

• ~~concurrently~~the ~~with~~Company ~~the~~shall ~~Cayman~~incorporate or cause to be incorporated Can Merger, ~~the~~Sub ~~Cayman~~and ~~Reorganization~~Newco ~~will~~shall incorporate or cause to be ~~effected~~incorporated Cayman Merger Sub;

• ~~following~~ the ~~Cayman~~Sponsor ~~Reorganization,~~will ~~the~~give ~~Company~~effect ~~will~~to ~~file~~ the ~~U.S.~~Surrender ~~Entity~~pursuant ~~Classification~~to ~~Election (together with~~ the ~~Cayman~~Sponsor ~~Reorganization,~~and ~~the~~Insiders ~~“FEAC~~Letter ~~Reorganization”)~~Agreement;

26• on the day which is two (2) business days prior to the Closing Date, the Class B Conversion will be effected;

~~Table~~• ofon ~~Contents~~the day which is one (1) business day prior to the Closing Date, the Cayman Merger will be effected;

• onconcurrently with the ~~Closing~~Cayman ~~Date~~Merger, ~~subsequent to~~ the ~~FEAC~~Cayman Reorganization ~~becoming effective, the Company and Newco~~ will ~~give~~be ~~effect to the Can Merger Sub Share Sale~~effected;

• ~~subsequent~~following to the ~~Can~~Cayman ~~Merger Sub Share Sale~~Reorganization, ~~Can Merger Sub and~~ the Company will ~~give~~file ~~effect to~~ the ~~Amalgamation~~U.S. ~~and~~Entity ~~pursuant~~Classification toElection ~~such Amalgamation,~~ (i)together ~~each~~with ~~enGene share outstanding immediately prior to~~ the ~~Amalgamation~~Cayman ~~shall~~Reorganization, ~~be exchanged for Newco Shares at~~ the ~~Company~~“FEAC ~~Exchange Ratio and each enGene warrant outstanding immediately prior to the Amalgamation shall be exchanged for Newco Warrants per the Company Exchange Ratio; (ii~~Reorganization”) ~~each Can Merger Sub share outstanding immediately prior to the Amalgamation shall be exchanged for one common share in the authorized share capital of the amalgamated entity~~; ~~and (iii) in consideration for the issuance of Newco Shares, the amalgamated entity shall issue its common shares to Newco; and~~

•26 following the Amalgamation, Newco will continue from being a corporation incorporated under and governed by the Canada Business Corporations Act to a company continued to and governed by the Business Corporations Act (British Columbia).

~~The~~• ~~transactions~~on ~~described~~the ~~above~~Closing Date, ~~together~~subsequent ~~with~~to the ~~other~~FEAC ~~transactions~~Reorganization ~~contemplated~~becoming byeffective, the ~~Business~~Company ~~Combination~~and ~~Agreement,~~Newco ~~are~~will ~~hereinafter~~give ~~referred~~effect to as the ~~“Transactions”.~~Can Merger Sub Share Sale;

~~Concurrently~~• ~~with~~subsequent to the ~~execution~~Can ~~and~~Merger ~~delivery~~Sub ofShare ~~the~~Sale, ~~Business~~Can ~~Combination~~Merger ~~Agreement,~~Sub and the Company, ~~Newco~~will give effect to the Amalgamation and ~~enGene,~~pursuant ~~among~~to ~~other~~such ~~parties~~Amalgamation, ~~entered~~(i) ~~into~~each enGene share outstanding immediately prior to the ~~enGene~~Amalgamation ~~Voting~~shall ~~Agreement,~~be exchanged for Newco Shares at the ~~enGene~~Company ~~Lock-Up~~Exchange ~~Agreement~~Ratio and ~~the~~each ~~FEAC~~enGene ~~Voting~~warrant ~~Agreement~~outstanding ~~pursuant~~immediately prior to ~~which~~the ~~certain~~Amalgamation ~~shareholders~~shall ofbe ~~enGene~~exchanged ~~and~~for Newco Warrants per the Company, ~~respectively,~~Exchange ~~agreed~~Ratio; ~~to vote~~(ii) ineach ~~favor~~Can ofMerger ~~the~~Sub ~~Transactions~~share ~~and~~outstanding immediately prior to ~~certain~~the ~~transfer~~Amalgamation ~~restrictions~~shall inbe ~~respect~~exchanged offor ~~such~~one ~~shareholders’~~common ~~shares~~share in the authorized share capital of ~~FEAC~~the amalgamated entity; and (iii) in consideration for the issuance of Newco Shares, asthe ~~applicable.~~amalgamated entity shall issue its common shares to Newco; and

~~See~~• ~~Note~~following ~~6 for further information relating to~~ the ~~Business Combination~~Amalgamation, ~~the~~Newco ~~Business~~will ~~Combination~~continue ~~Agreement,~~from ~~the~~being ~~enGene~~a ~~Voting~~corporation ~~Agreement,~~incorporated ~~the~~under ~~enGene~~and ~~Lock-Up~~governed ~~Agreement~~by ~~and~~ the ~~FEAC~~Canada ~~Voting~~Business ~~Agreement~~Corporations asAct ~~well~~to asa ~~the~~company ~~other~~continued ~~agreements~~to ~~entered~~and ~~into~~governed inby ~~connection with~~ the Business ~~Combination.~~Corporations Act (British Columbia).

The transactions described above, together with the other transactions contemplated by the Business Combination ~~Deadline~~Agreement, ~~Extension~~are ~~and~~hereinafter ~~Extension~~referred ~~Loan~~to ~~Note~~as the “Transactions”.

OnConcurrently ~~June 6,~~with ~~2023,~~ the ~~Company~~execution ~~extended~~and ~~the~~delivery ~~time~~of ~~available~~the ~~to consummate its~~ Business Combination ~~from June 14~~Agreement, ~~2023~~the ~~to September 14~~Company, ~~2023~~Newco byand ~~having the Sponsor deposit an additional $1~~enGene,~~265,000,~~ oramong ~~$0.10~~other ~~per unit~~parties, entered into the ~~Trust~~enGene ~~Account~~Voting (Agreement, the ~~“Extension~~enGene ~~Funding”),~~Lock-Up inAgreement ~~accordance~~and ~~with~~ the ~~Company’s~~FEAC ~~Amended~~Voting ~~and~~Agreement ~~Restated~~pursuant ~~Memorandum~~to ~~and~~which ~~Articles~~certain shareholders of ~~Association~~enGene and the ~~Investment~~Company, ~~Management~~respectively, ~~Trust~~agreed ~~Agreement~~to vote byin ~~and~~favor ~~between~~of the ~~Company~~Transactions and ~~Continental~~to ~~Stock~~certain ~~Transfer &~~transfer ~~Trust~~restrictions ~~Company,~~in ~~dated~~respect as of ~~December 9,~~such ~~2021~~shareholders’ ~~(the~~shares ~~“First~~of ~~Business~~FEAC ~~Combination~~and ~~Deadline~~of ~~Extension”)~~Newco, as applicable.

InSee ~~connection~~Note ~~with~~6 ~~the~~for ~~Extension~~further ~~Funding,~~information onrelating ~~June 6,~~to ~~2023,~~ the ~~Company~~Business ~~issued~~Combination, ~~an unsecured promissory note (~~the ~~“Extension~~Business ~~Note”)~~Combination inAgreement, the ~~total~~enGene ~~principal~~Voting ~~amount of $1~~Agreement,~~265,000~~ to the ~~Sponsor.~~enGene ~~The~~Lock-Up ~~Sponsor~~Agreement ~~funded~~and the ~~principal~~FEAC ~~amount~~Voting ofAgreement ~~$1,265,000~~as ~~under~~well as the ~~Extension~~other ~~Note~~agreements byentered ~~depositing~~into ~~such~~in ~~amount~~connection ~~into~~with the ~~Trust~~Business ~~Account on June 6, 2023~~Combination.

~~The Extension Note bears no interest and shall be due and payable on the Maturity Date. In the event that the Company does not consummate a~~ Business Combination, ~~the~~Deadline Extension ~~Note~~and ~~will~~Extension beLoan ~~repaid~~Notes ~~only from amounts remaining outside of the Trust Account, if any.~~

~~Concurrently~~On ~~with~~June 6, ~~the~~2023 ~~consummation~~and ofSeptember 13, ~~a Business Combination~~2023, the ~~Sponsor~~Company ~~will~~extended ~~have~~ the ~~option,~~time ~~but~~available ~~not~~to ~~the~~consummate ~~obligation,~~its toBusiness ~~convert~~Combination upfrom ~~to $600~~June 14,~~000~~ ~~total~~2023 ~~principal~~to ~~amount~~September 14, of2023 ~~the~~and ~~Extension~~from ~~Note~~September 14, in2023 ~~whole~~to ~~or in part~~December 14, ~~into~~2023 ~~additional~~by ~~warrants~~having of the ~~Company~~Sponsor atdeposit, aon ~~price~~the date of ~~$1.50~~each ~~per warrant~~extension, ~~each~~an ~~warrant~~additional ~~exercisable for one Class A ordinary share~~$1,265,000, or $0.~~0001~~10 ~~par value~~ per ~~share~~unit, ofinto the ~~Company.~~Trust ~~The~~Account ~~warrants will be identical to~~ (the ~~private~~“Extension ~~placement~~Funding”), ~~warrants~~in ~~issued~~accordance bywith the Company ~~to the Sponsor at the time of the Company~~’s ~~IPO.~~Amended Aand ~~failure~~Restated toMemorandum ~~pay~~and ~~the~~Articles ~~principal~~of ~~outstanding~~Association ~~amount~~and of the ~~Extension~~Investment ~~Note~~Management ~~within~~Trust ~~five~~Agreement ~~business~~by ~~days~~and ~~following~~between the ~~date~~Company ~~when~~and ~~due~~Continental orStock ~~the~~Transfer & ~~commencement~~Trust ~~of a voluntary or involuntary bankruptcy action of the~~ Company, ~~shall~~dated beas ~~deemed an event~~ of ~~default~~December 9, in2021 ~~which case~~ (the ~~Sponsor~~“First ~~may~~Business ~~declare~~Combination ~~the~~Deadline Extension ~~Note due and payable immediately~~”).

~~Newco~~In ~~Registration~~connection ~~Statement~~with the Extension Funding, on June 6, 2023 and September 13, 2023, the Company issued an unsecured promissory note (the “Extension Note”) in the aggregate total principal amount of $2,530,000 to the Sponsor. The Sponsor funded the principal amount of $1,265,000 under the Extension Note by depositing such amount into the Trust Account on June 6, 2023 and September 13, 2023.

OnThe ~~August 9,~~Extension ~~2023,~~Note ~~Newco~~bears ~~filed~~no ainterest ~~registration~~and ~~statement~~shall onbe ~~Form~~due ~~S-4~~and ~~with~~payable on the UMaturity Date.S. ~~Securities~~In ~~and~~the ~~Exchange~~event ~~Commission~~that inthe ~~connection~~Company ~~with~~does ~~the~~not ~~contemplated~~consummate a Business Combination, ~~with~~the Extension Note will be repaid only from amounts remaining outside of the ~~Company~~Trust ~~and~~Account, ~~enGene~~if any.

~~Results~~Concurrently with the consummation of ~~Operations~~a Business Combination, the Sponsor will have the option, but not the obligation, to convert up to $600,000 total principal amount of the Extension Note, in whole or in part, into additional warrants of the Company at a price of $1.50 per warrant, each warrant exercisable for one Class A ordinary share, $0.0001 par value per share, of the Company. The warrants will be identical to the private placement warrants issued by the Company to the Sponsor at the time of the Company’s IPO. A failure to pay the principal outstanding amount of the Extension Note within five business days following the date when due or the commencement of a voluntary or involuntary bankruptcy action of the Company shall be deemed an event of default, in which case the Sponsor may declare the Extension Note due and payable immediately.

AsNewco ofRegistration ~~June 30,~~Statement 2023, we had not commenced any operations. All activity through June 30, 2023 relates to our formation, IPO and identifying a business combination target. We have neither engaged in any operations nor generated any revenues to date. We will not generate any operating revenues until after the completion of our initial Business Combination, at the earliest. We will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

~~For~~On ~~the three months ended June~~August 309, 2023, weNewco ~~had~~filed a ~~net~~registration ~~loss~~statement ofon ~~$2,708,385,~~Form ~~which~~S-4 ~~consisted~~with ofthe ~~operating~~U.S. ~~costs~~Securities ofand $4Exchange Commission (the “SEC”) in connection with the contemplated Business Combination with the Company and enGene,~~283,705,~~ ~~partly~~which ~~offset~~was declared effective by ~~interest~~the ~~income~~SEC ofon $1September 29,~~575,320~~ 2023.

~~For~~27 ~~the six months ended June 30, 2023, we had a net loss of $3,060,575, which consisted of operating costs of $6,050,505, partly offset by interest income of $2,989,930.~~

~~For~~Results ~~the three months ended June 30, 2022, we had a net loss~~ of ~~$258,281,~~Operations ~~which consisted of operating costs of $371,332 and interest income of $113,051.~~

27As of September 30, 2023, we had not commenced any operations. All activity through September 30, 2023 relates to our formation, IPO, identifying a business combination target and consummating the proposed business combination. We have neither engaged in any operations nor generated any revenues to date. We will not generate any operating revenues until after the completion of our initial Business Combination, at the earliest. We will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses and transaction expenses.

~~Table~~For the three months ended September 30, 2023, we had a net loss of ~~Contents~~$785,420, which consisted of operating costs of $2,573,757, partly offset by interest income of $1,788,337.

For the ~~six~~nine months ended ~~June~~September 30, ~~2022~~2023, we had a net loss of $~~661~~3,~~813~~845,995, which consisted of operating costs of $~~816~~8,~~351~~624,262, partly offset by interest income of $~~154~~4,~~538~~778,267.

~~Liquidity~~For the three months ended September 30, ~~Capital~~2022, ~~Resources~~we ~~and~~had ~~Going~~a ~~Concern~~net income of $72,671, which consisted of interest income of $595,935, partly offset by operating costs of $523,264.

AtFor ~~June~~the nine months ended September 30, ~~2023~~2022, we had ~~$269,138~~a innet ~~our~~loss ~~operating bank account and working capital deficit~~ of ~~approximately~~ $7589,~~697~~142,~~116.~~ Inwhich ~~addition,~~consisted ~~in order to finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate~~ of ~~the~~interest ~~Sponsor~~income ~~or certain~~ of ~~our officers and directors may~~$750, ~~but are not obligated to~~473, ~~provide~~partly ~~our~~offset ~~Working~~by ~~Capital~~operating ~~Loans,~~costs ~~as defined in Note 5. As~~ of ~~June 30, 2023 and December 31, 2022, there was~~ $1,~~200~~339,~~000 and $0 outstanding under the Working Capital Loans, respectively~~615.

~~In connection with our assessment of going concern considerations in accordance with FASB ASC 205-40~~Liquidity, ~~Presentation~~Capital ofResources ~~Financial~~and ~~Statements—~~Going Concern”, management has determined that we have and will continue to incur significant costs in pursuit of its acquisition plans which raises substantial doubt about our ability to continue as a going concern. Moreover, we may need to obtain additional financing either to complete our initial Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial Business Combination. If we are unable to complete our initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Accounts. In addition, following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

28At September 30, 2023, we had $85,659 in our operating bank account and working capital deficit of $11,535,846. In addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of the Sponsor or certain of our officers and directors may, but are not obligated to, provide our Working Capital Loans, as defined in Note 5. As of September 30, 2023 and December 31, 2022, there was $1,650,000 and $0 outstanding under the Working Capital Loans, respectively, of which $750,000 is recorded as promissory note – related party and $900,000 is recorded as convertible note – related party on the condensed consolidated balance sheets.

~~Table~~In connection with the shareholder vote at the Extraordinary General Meeting, the Company’s public shareholders had the right to elect to redeem all or a portion of ~~Contents~~their Class A ordinary shares for a per share price calculated in accordance with the Company’s organizational documents. The Company’s public shareholders holding 10,379,144 Class A ordinary shares validly elected to redeem their public shares for a pro rata portion of the funds in the Company’s Trust Account for $114,292,161 (approximately $11.01 per share).

~~Further,~~In ~~management~~connection ~~has~~with ~~determined~~our ~~that~~assessment ifof wegoing ~~are~~concern ~~unable~~considerations toin ~~complete~~accordance awith ~~Business~~FASB ~~Combination~~ASC ~~by September 14~~205-40, ~~2023,~~Presentation asof ~~extended~~Financial byStatements—Going ~~the Company on June 6~~Concern”, ~~2023~~management ~~(the~~has ~~“Combination~~determined ~~Period”),~~that ~~then~~ we have and will ~~cease~~continue ~~all~~to ~~operations~~incur ~~except~~significant ~~for~~costs ~~the~~in ~~purpose~~pursuit of ~~liquidating.~~its ~~However,~~acquisition weplans ~~may,~~which byraises ~~resolution~~substantial ofdoubt about our ~~board~~ability ofto ~~directors~~continue ifas ~~requested~~a bygoing ~~our~~concern. ~~sponsor~~Moreover, ~~further~~we ~~extend~~may ~~the~~need ~~Combination~~to ~~Period~~obtain ~~one~~additional ~~more~~financing ~~time~~either byto ancomplete ~~additional~~our ~~three~~initial ~~months~~Business ~~(for~~Combination aor ~~total~~because ofwe upbecome obligated to 24redeem ~~months~~a ~~from~~significant ~~the~~number ~~date~~ of our ~~IPO~~Public toShares ~~complete~~upon aconsummation of our initial Business Combination), ~~subject~~in towhich ~~the~~case ~~sponsor~~we ~~depositing~~may issue additional ~~funds~~securities ~~into~~or ~~the~~incur ~~trust~~debt ~~account~~in asconnection ~~further~~with ~~described~~such ~~herein~~Business Combination. ~~The~~Subject ~~date~~to ~~for~~compliance ~~mandatory~~with ~~liquidation~~applicable ~~and~~securities ~~subsequent~~laws, ~~dissolution~~we aswould ~~well~~only ascomplete ~~our~~such ~~liquidity~~financing ~~condition~~simultaneously ~~raise~~with ~~substantial~~the ~~doubt~~completion ~~about~~of our ~~ability~~initial toBusiness ~~continue~~Combination. asIf awe ~~going~~are ~~concern.~~unable Noto ~~adjustments~~complete ~~have~~our ~~been~~initial ~~made~~Business toCombination ~~the~~because ~~carrying~~we ~~amounts~~do ofnot ~~assets~~have orsufficient ~~liabilities~~funds ~~should~~available to us, we will be ~~required~~forced to ~~liquidate~~cease ~~after~~operations and liquidate the ~~Combination~~Trust ~~Period~~Accounts. WeIn ~~intend~~addition, tofollowing ~~complete~~our ainitial Business Combination, ~~before~~if ~~the~~cash ~~mandatory~~on ~~liquidation~~hand ~~date~~is insufficient, we may need to obtain additional financing in order to meet our obligations.

~~Risks~~28 ~~and Uncertainties and Factors That May Adversely Affect our Results of Operations~~

~~Management~~Further, ismanagement ~~currently~~has ~~evaluating~~determined ~~the~~that ~~impact~~if ofwe ~~the~~are ~~current~~unable ~~global~~to ~~economic~~complete ~~uncertainty,~~a ~~the~~Business ~~COVID-19~~Combination ~~pandemic,~~by ~~rising interest rates~~December 14, ~~rising inflation~~2023, ~~increases~~as inextended ~~energy~~by ~~prices, supply chain disruptions and~~ the ~~Russia-Ukraine~~Company ~~armed~~on ~~conflict~~September 13, ~~(including~~2023 (the ~~impact~~“Combination ~~of any sanctions imposed in response thereto~~Period”), ~~and~~then ~~has~~we ~~concluded~~will ~~that~~cease ~~while~~all itoperations isexcept ~~reasonably~~for ~~possible~~the ~~that~~purpose ~~any~~ of ~~these~~liquidating. ~~could~~The ~~have~~date afor ~~negative~~mandatory ~~effect~~liquidation onand ~~our~~subsequent ~~financial~~dissolution ~~position,~~as ~~results~~well ofas ~~operations~~our ~~and/or~~liquidity ~~search~~condition ~~for~~raise asubstantial ~~target~~doubt ~~company,~~about ~~the~~our ~~specific~~ability ~~impact~~to iscontinue ~~not readily determinable~~ as ofa ~~the~~going ~~date of these financial statements~~concern. ~~The~~No ~~financial statements do not include any~~ adjustments ~~that~~have ~~might~~been ~~result~~made ~~from~~to the ~~outcome~~carrying ofamounts ~~this uncertainty. We cannot at this time fully predict the likelihood~~ of ~~one~~assets or ~~more~~liabilities ofshould ~~the~~we ~~above~~be ~~events,~~required ~~their~~to ~~duration~~liquidate orafter ~~magnitude or~~ the ~~extent~~Combination toPeriod. ~~which~~We ~~they~~intend ~~may~~to ~~negatively~~complete ~~impact~~a ~~our~~Business ~~business~~Combination ~~and~~before ~~our~~the ~~ability~~mandatory toliquidation ~~complete an initial Business Combination~~date.

~~Related~~Risks ~~Party~~and ~~Transactions~~Uncertainties and Factors That May Adversely Affect our Results of Operations

~~Founder~~Management ~~Shares~~is currently evaluating the impact of the current global economic uncertainty, the COVID-19 pandemic, rising interest rates, rising inflation, increases in energy prices, supply chain disruptions and the Russia-Ukraine armed conflict (including the impact of any sanctions imposed in response thereto) and has concluded that while it is reasonably possible that any of these could have a negative effect on our financial position, results of operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. We cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial Business Combination.

OnRelated ~~August 12,~~Party ~~2021,~~Transactions Forbion European Sponsor LLP paid $25,000, or approximately $0.009 per share, to cover certain offering costs in consideration for 2,875,000 Class B ordinary shares (the “Founder Shares”), par value $0.0001. On November 23, 2021, Forbion European Sponsor LLP transferred 2,875,000 Class B ordinary shares to the Sponsor in exchange for $25,000, or approximately $0.009 per share. On December 9, 2021, we issued 287,500 Class B ordinary shares to the Sponsor resulting from a 1.1 for 1 share dividend. Up to 412,500 Founder Shares are subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. Prior to the Business Combination, only holders of Class B ordinary shares will be able to vote on the appointment of directors and to continue us in a jurisdiction outside the Cayman Islands. On December 15, 2021, the underwriters fully exercised their over-allotment and as a result, 412,500 Founder Shares are no longer subject to forfeiture.

~~Working~~Founder ~~Capital~~Shares ~~Loans~~

InOn ~~order~~August 12, to2021, ~~finance~~Forbion ~~transaction~~European ~~costs~~Sponsor inLLP ~~connection~~paid ~~with an intended Business Combination~~$25,000, ~~the Sponsor~~ or anapproximately ~~affiliate~~$0.009 ofper ~~the Sponsor~~share, orto cover certain ofoffering ~~our~~costs ~~officers~~in ~~and~~consideration ~~directors~~for ~~may~~2, ~~but are not obligated to~~875,000 ~~loan~~Class B ~~our~~ordinary ~~funds~~shares ~~as may be required~~ (the “~~Working~~Founder ~~Capital Loans~~Shares”)., Ifpar wevalue ~~complete~~$0.0001. ~~the~~On ~~initial~~November 23, ~~Business Combination~~2021, weForbion ~~may~~European ~~repay~~Sponsor ~~the~~LLP ~~Working~~transferred ~~Capital~~2,875,000 ~~Loans~~Class B ~~out~~ordinary ofshares ~~the~~to ~~proceeds of~~ the ~~Trust~~Sponsor ~~Account~~in ~~released~~exchange tofor ~~us. Otherwise~~$25,000, ~~the~~or ~~Working~~approximately ~~Capital~~$0.009 ~~Loans~~per ~~may~~share. beOn ~~repaid~~December 9, ~~only~~2021, ~~out~~we ofissued ~~funds~~287,500 ~~held~~Class B ~~outside~~ordinary ~~the~~shares ~~Trust~~to ~~Account. In~~ the ~~event~~Sponsor ~~that~~resulting ~~the~~from ~~initial~~a ~~Business~~1.1 ~~Combination~~for ~~does~~1 ~~not~~share ~~close~~dividend. WeUp ~~may~~to ~~use~~412,500 aFounder ~~portion~~Shares ofare ~~the~~subject ~~working~~to ~~capital~~forfeiture ~~held~~by ~~outside~~ the ~~Trust~~Sponsor ~~Account~~depending toon ~~repay~~ the ~~Working~~extent ~~Capital~~to ~~Loans~~which ~~but no proceeds from~~ the ~~Trust~~underwriters’ ~~Account~~over-allotment ~~would~~option beis ~~used~~exercised. Prior to ~~repay~~ the ~~Working~~Business ~~Capital~~Combination, ~~Loans.~~only Upholders ~~to $1,500,000~~ of ~~such~~Class B ~~Working~~ordinary ~~Capital~~shares ~~Loans~~will ~~may~~ be ~~convertible~~able ~~into~~to ~~warrants~~vote ofon the ~~post-Business~~appointment ~~Combination~~of ~~entity~~directors atand ato ~~price~~continue ofus ~~$1.50~~in ~~per~~a ~~warrant~~jurisdiction atoutside the ~~option~~Cayman ~~of the lender~~Islands. ~~The~~On ~~warrants~~December 15, ~~would~~2021, ~~be identical to~~ the ~~Private~~underwriters ~~Placement~~fully ~~Warrants.~~exercised Astheir ofover-allotment ~~June 30,~~and ~~2023~~as ~~and~~a ~~December 31~~result, ~~2022~~412,500 weFounder ~~had~~Shares ~~$1,200,000~~are ~~and~~no $0longer ~~borrowings~~subject ~~under~~to ~~the Working Capital Loans, respectively~~forfeiture.

~~Related~~Working ~~Party~~Capital ~~Extension~~ Loans

WeIn ~~may~~order ~~extend~~to ~~the~~finance ~~period~~transaction ofcosts ~~time~~in toconnection ~~consummate~~with aan intended Business Combination, bythe upSponsor toor ~~two~~an ~~additional~~affiliate ~~three-month~~of ~~periods~~the ~~(for~~Sponsor, aor ~~total~~certain of 24our ~~months~~officers toand ~~complete~~directors amay, ~~Business~~but ~~Combination).~~are Innot ~~order~~obligated to, ~~extend~~loan ~~the~~our ~~time~~funds ~~available~~as ~~for~~may usbe torequired ~~consummate~~(“Working aCapital Loans”). If we complete the initial Business Combination, ~~the~~we ~~Sponsor~~may orrepay ~~its~~the ~~affiliates~~Working orCapital ~~designees~~Loans ~~must~~out ~~deposit~~of ~~into~~ the ~~trust~~proceeds ~~account,~~of ~~for~~the ~~each~~Trust ~~additional~~Account ~~three-month~~released ~~period,~~to $1us. Otherwise,~~265,000,~~ ~~($0.10~~the ~~per~~Working ~~Public~~Capital ~~Share~~Loans inmay ~~either~~be ~~case),~~repaid ononly orout ~~prior~~of tofunds held outside the ~~date~~Trust ofAccount. In the ~~applicable~~event ~~deadline~~that (the ~~“Extension~~initial ~~Funding”)~~Business Combination does not close. ~~Any~~We ~~such~~may ~~payments~~use ~~would~~a beportion ~~made~~of inthe working capital held outside the ~~form~~Trust ~~of a non-interest~~Account ~~bearing,~~to ~~unsecured~~repay ~~promissory~~the ~~note.~~Working ~~Such~~Capital ~~notes~~Loans ~~would~~but ~~either~~no beproceeds ~~paid~~from ~~upon~~the ~~consummation~~Trust ofAccount awould ~~Business~~be ~~Combination,~~used ~~or,~~to atrepay the ~~relevant~~Working ~~insider’s~~Capital ~~discretion,~~Loans. ~~converted~~Up ~~upon~~to ~~consummation~~$1,500,000 of asuch ~~Business~~Working ~~Combination~~Capital Loans may be convertible into ~~additional~~warrants ~~Private~~of ~~Placement~~the ~~Warrants~~post-Business Combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the Private Placement ~~Warrant~~Warrants. ~~The~~As ~~Sponsor~~of September 30, 2023 and ~~its~~December 31, ~~affiliates~~2022, orwe ~~designees~~had ~~are~~$1,650,000 ~~not~~and ~~obligated~~$0 toborrowings ~~fund~~under the ~~trust~~Working ~~account~~Capital toLoans, ~~extend~~respectively, ~~the~~of ~~time~~which ~~for~~$750,000 usis torecorded ~~complete~~as apromissory ~~Business~~note ~~Combination~~– related party and $900,000 is recorded as convertible note – related party on the condensed consolidated balance sheets.

InRelated ~~connection~~Party ~~with the~~ Extension ~~Funding,~~Loans the Sponsor funded the principal amount of $1,265,000 by depositing such amount into the Trust Account on June 6, 2023 and extended the period of time to consummate a Business Combination from June 14, 2023 to September 14, 2023, in accordance with the Company’s Amended and Restated Memorandum and Articles of Association and the Investment Management Trust Agreement by and between the Company and Continental Stock Transfer & Trust Company, dated as of December 9, 2021. On June 6, 2023 the Company issued an unsecured promissory note (the “Extension Note”) in the total principal amount of $1,265,000 to the Sponsor. The Extension Note bears no interest and shall be due and payable on the Maturity Date. In the event that the Company does not consummate a Business Combination, the Extension Note will be repaid only from amounts remaining outside of the Trust Account, if any. Up to $600,000 of the total principal amount under such Extension Note can be converted, at the Sponsor’s discretion, in whole or in part, into additional warrants of the Company at a price of $1.50 per warrant, each warrant exercisable for one Class A ordinary share, $0.0001 par value per share, of the Company. The warrants will be identical to the Private Placement Warrants.

We may extend the period of time to consummate a Business Combination by up to two additional three-month periods (for a total of 24 months to complete a Business Combination). In order to extend the time available for us to consummate a Business Combination, the Sponsor or its affiliates or designees must deposit into the trust account, for each additional three-month period, $1,265,000, ($0.10 per Public Share in either case), on or prior to the date of the applicable deadline (the “Extension Funding”). Any such payments would be made in the form of a non-interest bearing, unsecured promissory note. Such notes would either be paid upon consummation of a Business Combination, or, at the relevant insider’s discretion, converted upon consummation of a Business Combination into additional Private Placement Warrants at a price of $1.50 per Private Placement Warrant. The Sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete a Business Combination.

29In connection with the Extension Funding, the Sponsor funded the principal amount of $1,265,000 by depositing such amount into the Trust Account on June 6, 2023 and September 13, 2023 and extended the period of time to consummate a Business Combination from June 14, 2023 to September 14, 2023 and from September 14, 2023 to December 14, 2023, in accordance with the Company’s Amended and Restated Memorandum and Articles of Association and the Investment Management Trust Agreement by and between the Company and Continental Stock Transfer & Trust Company, dated as of December 9, 2021. On June 6, 2023 and September 13, 2023 the Company issued an unsecured promissory note (the “Extension Note”) in the aggregate total principal amount of $2,530,000 to the Sponsor. The Extension Note bears no interest and shall be due and payable on the Maturity Date. In the event that the Company does not consummate a Business Combination, the Extension Note will be repaid only from amounts remaining outside of the Trust Account, if any. Up to $600,000 of the total principal amount under such Extension Note can be converted, at the Sponsor’s discretion, in whole or in part, into additional warrants of the Company at a price of $1.50 per warrant, each warrant exercisable for one Class A ordinary share, $0.0001 par value per share, of the Company. The warrants will be identical to the Private Placement Warrants.

~~Table~~29 ~~of Contents~~

Office Space, Secretarial and Administrative Services

Commencing on the date that our securities are first listed on the NASDAQ through the earlier of consummation of the initial Business Combination and the liquidation, we agreed to pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support and to reimburse the Sponsor for any out-of-pocket expenses related to identifying, investigating and completing an initial Business Combination. For the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022, the Company expensed $30,000 and $6090,000 in administrative support services, respectively. ~~For the three and six months ended June 30, 2022, we expensed $30,000 and $60,000, respectively, in administrative support services.~~ At ~~June~~September 30, 2023 and December 31, 2022, the Company had accrued $30,000 and $30,000, respectively, in administrative fees payable to the Sponsor which are included in due to related party on the condensed balance sheets.

Additionally, the Sponsor has agreed to pay an annual salary of $25,000 to each of the independent Board Members for services rendered prior to or in connection with the completion of the Business Combination. Board members are entitled to reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing the Business Combination as well. For the three and ~~six~~nine months ended ~~June~~September 30, 2023, the Company expensed $18,~~699~~904 and $3756,~~192~~095, respectively, for services rendered by the independent Board Members. For the three and ~~six~~nine months ended ~~June~~September 30, 2022, we expensed $18,~~699~~904 and $3756,~~192,~~096 ~~respectively,~~ for services rendered by the independent Board Members. At ~~June~~September 30, 2023 and December 31, 2022, the Company had accrued approximately $18,699 and $18,904, respectively, in compensation expense to the independent board members which are included in due to related party on the condensed balance sheets.

Contractual Obligations

We do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities other than the deferred commission fees, legal fees and related party payables of $3,727,500, $34,~~884~~700,~~759~~271 and $48,699, respectively, payable upon the consummation of a business combination.

Critical Accounting Policies and Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. We have identified the following as our critical accounting policies and estimates.

Ordinary Shares Subject to Redemption

We account for our ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, 12,650,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of our balance sheets.

We recognize changes in redemption value immediately as they occur and adjusts the carrying value of Class A ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit.

Net Loss Per Ordinary Share

We comply with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per ordinary share is computed by dividing net loss by the weighted average number of shares of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. At ~~June~~September 30, 2023, we did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of us. As a result, diluted loss per ordinary share is the same as basic loss per ordinary share for the periods presented.

~~Table~~Recent ofAccounting ~~Contents~~Pronouncements

~~Recent~~In August 2020, the FASB issued ASU Topic 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting ~~Pronouncements~~for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current US GAAP. ASU 2020-06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. We adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have an impact on our unaudited condensed consolidated financial statements.

InManagement ~~August~~does ~~2020,~~not ~~the~~believe FASB issued ASU Topic 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current US GAAP. ASU 2020-06 also removes certain settlement conditions that ~~are~~any ~~required~~other ~~for~~recently ~~equity-linked contracts to qualify for scope exception~~issued, ~~and~~but itnot ~~simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is~~ effective ~~January 1~~, ~~2022~~accounting ~~and should be applied on a full or modified retrospective basis~~standards, ~~with~~if ~~early~~currently ~~adoption permitted beginning on January 1, 2021. We~~ adopted ~~ASU 2020-06 effective January 1~~, ~~2021.~~would ~~The adoption of ASU 2020-06 did not~~ have ana ~~impact~~material effect on ~~our~~the accompanying unaudited condensed consolidated financial statements.

~~Management~~Off-Balance ~~does~~Sheet ~~not~~Arrangements ~~believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements.~~

~~Off-Balance~~As ~~Sheet~~of ~~Arrangements~~September 30, 2023, we did not have any off-balance sheet arrangements.

AsItem 3. ofQuantitative ~~June 30,~~and ~~2023,~~Qualitative weDisclosures ~~did~~about ~~not~~Market ~~have~~Risk ~~any off-balance sheet arrangements.~~

~~Item~~We are a smaller reporting company as defined by Rule 3.12b-2 of ~~Quantitative~~the Exchange Act and ~~Qualitative~~are ~~Disclosures~~not ~~about~~required ~~Market~~to ~~Risk~~provide the information otherwise required under this item.

WeItem 4. ~~are~~Controls ~~a smaller reporting company as defined by Rule 12b-2 of the Exchange Act~~ and ~~are~~Procedures ~~not required to provide the information otherwise required under this item.~~

~~Item 4.~~Disclosure ~~Controls~~controls and ~~Procedures~~procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

~~Disclosure~~Under ~~controls~~the supervision and ~~procedures~~with ~~are~~the ~~designed~~participation toof ~~ensure~~our ~~that~~principal ~~information~~executive ~~required~~officer toand beprincipal ~~disclosed~~financial byofficer, uswe inconducted ~~our~~an ~~Exchange~~evaluation ~~Act~~of ~~reports~~the iseffectiveness ~~recorded,~~of ~~processed,~~our ~~summarized,~~disclosure controls and ~~reported~~procedures ~~within~~as ~~the~~of ~~time~~September 30, ~~periods~~2023, ~~specified~~as insuch ~~the~~term ~~SEC’s~~is ~~rules~~defined ~~and~~in ~~forms,~~Rules 13a-15€ and ~~that~~15d-15(e) ~~such~~under ~~information~~the isExchange ~~accumulated~~Act. ~~and~~Based ~~communicated~~on tothis ~~our management~~evaluation, ~~including~~ our principal executive officer and principal financial officer orconcluded ~~persons~~that ~~performing~~during ~~similar~~the ~~functions,~~period ascovered ~~appropriate~~by tothis ~~allow~~report, ~~timely~~our ~~decisions~~disclosure ~~regarding~~controls ~~required~~and ~~disclosure~~procedures were not effective.

~~Under~~In ~~the~~conjunction ~~supervision and~~ with the ~~participation~~audit of our ~~principal~~financial ~~executive~~statements ~~officer~~we ~~and~~have ~~principal~~identified a material weakness in our internal control over financial ~~officer~~reporting as of December 31, we2022, ~~conducted~~as andescribed ~~evaluation~~in ofour Annual Report on Form 10-K for the ~~effectiveness~~year ofended ~~our~~December 31, ~~disclosure~~2022 ~~controls~~filed ~~and~~with ~~procedures~~the asSEC ofon ~~June~~March 30, 2023. A material weakness is a deficiency, asor combination of control deficiencies, in internal control over financial reporting, such ~~term~~that there is ~~defined~~a reasonable possibility that a material misstatement of the annual or interim condensed consolidated financial statements will not be prevented or detected on a timely basis. The material weakness identified principally relates to (i) an inadvertent discrepancy between the description of our private placement warrants in ~~Rules~~the ~~13a~~notes to our financial statements in our Annual Report on Form 10-~~15€~~K for the year ended December 31, 2021 (the “Form 10-K”) and ~~15d~~our Quarterly Reports on Forms 10-15Q for the three month periods ended September 30, 2021, March 31, 2022, June 30, 2022 and September 30, 2022 (ethe “Forms 10-Q”) and ~~under~~in the ~~Exchange~~underlying ~~Act.~~warrant ~~Based~~agreement, onand ~~this~~(ii) the ~~evaluation,~~inadvertent omission of the signatures of our principal ~~executive~~financial officer and principal ~~financial~~accounting officer ~~concluded~~in ~~that~~our ~~during~~Forms 10-Q. This ~~the~~material ~~period~~weakness ~~covered~~did bynot ~~this~~result ~~report,~~in a material misstatement to our ~~disclosure~~financial ~~controls~~statements ~~and~~included ~~procedures~~herein, ~~were~~in ~~not~~the ~~effective~~Form 10-K or in the Forms 10-Q.

InWhile ~~conjunction with the audit of our financial statements~~ we already have ~~identified~~processes ~~a material weakness~~ in ~~our~~place ~~internal~~to ~~control~~ensure ~~over~~that ~~financial reporting as of December 31, 2022, as described in~~ our ~~Annual~~periodic ~~Report~~reports onsatisfy ~~Form 10-K for~~ the ~~year~~applicable ~~ended~~reporting ~~December 31,~~and ~~2022~~compliance ~~filed with the SEC on March 30~~requirements, ~~2023.~~we A material weakness is a deficiency, or combination of control deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim condensed financial statements will ~~not~~continue ~~be prevented or detected on a timely basis. The material weakness identified principally relates~~ to ~~(i) an~~enhance ~~inadvertent~~and ~~discrepancy~~invest ~~between the description of our private placement warrants~~ in ~~the~~accounting ~~notes~~resources ~~to our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2021 (the “Form 10-K”)~~ and ~~our~~processes ~~Quarterly~~necessary ~~Reports~~to ~~on Forms~~comply ~~10-Q for~~with the ~~three~~reporting ~~month periods ended September 30, 2021, March 31, 2022, June 30, 2022~~ and ~~September 30,~~compliance ~~2022~~requirements ~~(the “Forms 10-Q”) and in the underlying warrant agreement, and (ii) the inadvertent omission~~ of ~~the~~a ~~signatures~~public ofcompany ~~our principal financial officer~~ and ~~principal~~include ~~accounting officer in our Forms~~a ~~10-Q. This~~greater ~~material~~level ~~weakness~~of ~~did~~supervision ~~not~~needed ~~result~~ in arelation ~~material misstatement~~ to our ~~financial~~disclosure ~~statements~~controls ~~included~~and ~~herein, in the Form 10-K or in the Forms 10-Q~~procedures.

~~While~~Management’s weReport ~~already~~on ~~have~~Internal ~~processes~~Controls inOver ~~place~~Financial toReporting ensure that our periodic reports satisfy the applicable reporting and compliance requirements, we will continue to enhance and invest in accounting resources and processes necessary to comply with the reporting and compliance requirements of a public company and include a greater level of supervision needed in relation to our disclosure controls and procedures.

~~Management’s~~This Quarterly Report on ~~Internal~~Form ~~Controls~~10-Q ~~Over~~does ~~Financial~~not ~~Reporting~~ include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

~~This~~Changes ~~Quarterly~~in ~~Report~~Internal onControl ~~Form 10-Q does not include a report of management’s assessment regarding internal control~~ over ~~financial~~Financial ~~reporting~~Reporting ~~or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.~~

~~Changes~~There were no changes in ~~Internal~~our ~~Control~~internal control over ~~Financial~~financial ~~Reporting~~reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~There~~31 were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

31PART II—OTHER INFORMATION

~~Table~~Item 1. ofLegal ~~Contents~~Proceedings.

~~PART~~There ~~II—OTHER~~is ~~INFORMATION~~no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.

Item 1 1A. ~~Legal~~Risk ~~Proceedings~~Factors.

~~There~~Factors isthat nocould ~~material~~cause ~~litigation,~~our ~~arbitration~~actual orresults ~~governmental~~to ~~proceeding~~differ ~~currently~~materially ~~pending~~from ~~against~~those usin orthis ~~any~~report ~~members~~include ofthe ~~our~~risk ~~management~~factors ~~team~~described in ~~their~~our ~~capacity~~annual report on Form 10-K filed with the SEC on March 30, 2023. As of the date of this report, other than as ~~such~~described herein, there have been no material changes to the risk factors disclosed in our annual report on Form 10-K filed with the SEC on March 30, 2023.

Item 1A 2. ~~Risk~~Unregistered ~~Factors~~Sales of Equity Securities and Use of Proceeds.

~~Factors~~Unregistered ~~that~~Sales could cause our actual results to differ materially from those in this report include the risk factors described in our annual report on Form 10-K filed with the SEC on March 30, 2023. As of the date of this report, other than as described herein, there have been no material changes to the risk factors disclosed in our annual report on Form 10-K filed with the SEC on March 30, 2023.

~~Item~~On August 12, 2021, Forbion European Sponsor LLP paid $25,000, or approximately $0.009 per share, in consideration for 2,875,000 Class B ordinary shares, par value $0.0001. ~~Unregistered~~On ~~Sales~~November 23, 2021, Forbion European Sponsor LLP transferred 2,875,000 Class B ordinary shares to the sponsor in exchange for $25,000, or approximately $0.009 per share. On December 9, 2021, we issued an additional 287,500 Class B ordinary shares to our Sponsor resulting from a 1.1 for 1 share dividend. As a result, our Sponsor now owns 3,162,500 founder shares. Our founder shares will automatically convert into Class A ordinary shares, on a one-for-one basis, upon the completion of ~~Equity~~a ~~Securities~~business combination. The number of founder shares issued was determined based on the expectation that the founder shares would represent 20% of the issued and ~~Use~~outstanding ordinary shares upon completion of ~~Proceeds~~our IPO. Such securities were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

~~Unregistered~~The ~~Sales~~founder shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the trust account if we fail to consummate an initial business combination) at the time of our initial business combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of our IPO, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by us in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, or forward purchase shares, to any seller in the initial business combination and any private placement warrants issued to our sponsor, any of its affiliates or any members of our management team upon conversion of working capital loans and extension loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. This is different than some other similarly structured blank check companies in which the initial shareholders will only be issued an aggregate of 20% of the total number of shares to be outstanding prior to the initial business combination.

On32 August 12, 2021, Forbion European Sponsor LLP paid $25,000, or approximately $0.009 per share, in consideration for 2,875,000 Class B ordinary shares, par value $0.0001. On November 23, 2021, Forbion European Sponsor LLP transferred 2,875,000 Class B ordinary shares to the sponsor in exchange for $25,000, or approximately $0.009 per share. On December 9, 2021, we issued an additional 287,500 Class B ordinary shares to our Sponsor resulting from a 1.1 for 1 share dividend. As a result, our Sponsor now owns 3,162,500 founder shares. Our founder shares will automatically convert into Class A ordinary shares, on a one-for-one basis, upon the completion of a business combination. The number of founder shares issued was determined based on the expectation that the founder shares would represent 20% of the issued and outstanding ordinary shares upon completion of our IPO. Such securities were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

~~The~~Simultaneously ~~founder~~with shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the ~~trust~~consummation ~~account if we fail to consummate an initial business combination) at the time~~ of our ~~initial~~IPO ~~business~~and ~~combination~~full orexercise ~~earlier~~of at the over-allotment option ofby the ~~holders~~underwriters, ~~thereof~~we atconsummated ~~a ratio such that~~ the ~~number~~private ofplacement ~~Class A ordinary shares issuable upon conversion~~ of ~~all founder shares will equal~~5,195,000 warrants in the aggregate, ~~on an as-converted basis, 20%~~to of the ~~sum~~sponsor, ofat ~~(i) the~~a ~~total~~price ~~number~~ of ~~ordinary~~$1.50 ~~shares~~per ~~issued~~private ~~and~~placement ~~outstanding~~warrant. ~~upon~~The ~~completion~~sale of ~~our IPO, plus (ii)~~ the ~~total~~private ~~number~~placement ofwarrants ~~Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by us~~ in connection with orour inIPO ~~relation~~and tosubsequent ~~the consummation of the initial business combination, excluding any Class A ordinary shares or equity~~over-~~linked~~allotment ~~securities~~option ~~exercisable~~exercise ~~for~~generated orgross ~~convertible~~proceeds ~~into~~of ~~Class A ordinary shares issued~~$7, ~~deemed issued~~792,500. orEach ~~to be issued, or forward purchase shares, to any seller in the initial business combination and any~~ private placement ~~warrants~~warrant ~~issued~~is toexercisable ~~our~~for ~~sponsor,~~one ~~any of its affiliates or any members of our management team upon conversion of working capital loans and extension loans. In no event will the~~ Class ~~B ordinary shares convert into Class~~ A ordinary ~~shares~~share at a ~~rate~~price of ~~less than one-to-one~~$11.50 ~~This is~~per different than some other similarly structured blank check companies in which the initial shareholders will only be issued an aggregate of 20% of the total number of shares to be outstanding prior to the initial business combinationshare.

32The proceeds from the sale of the private placement warrants were added to the net proceeds from the initial public offering held in the trust account. If we do not complete a business combination within 18 months from the closing of our initial public offering (or up to 24 months from the closing of our initial public offering if we extend the period of time to consummate a business combination, subject to our sponsor depositing additional funds in the trust account, as described in more detail herein under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”), the private placement warrants will expire worthless. The private placement warrants are non-redeemable and exercisable on a cashless basis. The sale of the private placement warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

~~Table~~Use of ~~Contents~~Proceeds

~~Simultaneously~~On ~~with~~December 14, ~~the~~2021, ~~consummation~~we ofcompleted our IPO ~~and~~of ~~full~~11,000,000 ~~exercise~~units ofat ~~the~~a ~~over-allotment~~price ~~option~~of $10.00 byper ~~the underwriters~~unit, wegenerating ~~consummated~~gross ~~the~~proceeds ~~private placement~~ of 5 $110,~~195~~000,000. ~~warrants~~On inDecember 15, 2021, the ~~aggregate~~underwriters toexercised ~~the~~their ~~sponsor,~~full atover-allotment aoption ~~price~~and ofpurchased ~~$1.50~~the ~~per~~additional ~~private~~units ~~placement~~available ~~warrant~~to them. The ~~sale~~aggregate amount of ~~the~~units ~~private~~sold ~~placement warrants~~ in ~~connection with~~ our IPO and subsequent exercise of the over-allotment option ~~exercise~~was 12,650,000 and generated gross proceeds of $7126,~~792,~~500,000. ~~Each private placement warrant is exercisable for one Class A ordinary share at a price of $11.50 per share.~~

~~The~~Simultaneously ~~proceeds~~with ~~from~~ the ~~sale~~consummation of ~~the~~our ~~private~~IPO ~~placement~~and ~~warrants~~full ~~were~~exercise ~~added~~of to the ~~net~~over-allotment ~~proceeds~~option ~~from~~by the ~~initial~~underwriters, ~~public offering held in the trust account. If~~ we doconsummated ~~not complete a business combination within 18 months from~~ the ~~closing~~private ofplacement ~~our initial public offering (or up to 24 months from the closing~~ of ~~our initial public offering if we extend the period of time to consummate a business combination~~5,195,000 ~~subject~~warrants ~~to our sponsor depositing additional funds~~ in the ~~trust~~aggregate ~~account,~~(the ~~as described in more detail herein under~~ “~~Item 7.~~private ~~Management’s~~placement ~~Discussion and Analysis of Financial Condition and Results of Operations~~warrants”), to the ~~private~~sponsor, ~~placement~~at ~~warrants~~a ~~will~~price ~~expire~~of ~~worthless~~$1.50 ~~The~~per private placement ~~warrants are non-redeemable and exercisable on a cashless basis~~warrant. The sale of the private placement warrants ~~was~~in ~~made~~connection ~~pursuant~~with toour ~~the~~IPO ~~exemption~~and ~~from~~subsequent ~~registration~~over-allotment ~~contained~~option inexercise ~~Section 4(a)(2)~~generated ofgross ~~the~~proceeds ~~Securities~~of ~~Act~~$7,792,500.

~~Use~~Following the closing of ~~Proceeds~~our IPO on December 14, 2021, $113,492,500 from the net proceeds of the sale of the units in our IPO and the sale of the private placement warrants was deposited into a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “trust account”). This amount was comprised of $10.25 per unit for the 11,000,000 units sold in our IPO in addition to a $742,500 deposit in advance from the sponsor related to the underwriters’ exercise of the full over-allotment option which took place the following day on December 15, 2021. Following the closing of our IPO and the exercise of the underwriters’ full over-allotment option, $129,662,500 ($10.25 per unit) was held in the trust account.

OnTransaction ~~December 14,~~costs ~~2021,~~related weto ~~completed~~ our IPO ofamounted 11to $5,~~000~~793,~~000~~160 ~~units~~consisting atof a$1,800,000 ~~price~~ of ~~$10.00~~ ~~per~~underwriting ~~unit~~commissions, ~~generating gross proceeds of~~ $~~110~~3,~~000~~150,000. Onof ~~December 15~~deferred underwriting commissions, ~~2021~~and $843,160 ~~the~~of other offering costs. The underwriters’ ~~exercised~~exercise of their full over-allotment option ~~and~~generated ~~purchased~~an ~~the~~ additional ~~units~~$907,500 ~~available~~in totransaction ~~them.~~costs ~~The~~for aggregate ~~amount~~transaction costs of ~~units~~$6,700,660 ~~sold~~consisting inof ~~our~~$2,130,000 ~~IPO~~of ~~and~~underwriting ~~subsequent~~commissions, ~~exercise~~$3,727,500 of ~~the~~deferred ~~over-allotment~~underwriting ~~option~~commissions ~~was~~and 12$843,~~650,000~~160 ~~and~~of ~~generated~~other ~~gross~~offering ~~proceeds~~costs. ofIn addition, $~~126~~1,~~500~~641,~~000~~236 of cash was held outside of the trust account (as defined below) and is available for working capital purposes.

~~Simultaneously~~There ~~with~~has ~~the~~been ~~consummation~~no ofmaterial ~~our~~change ~~IPO and full exercise of the over-allotment option by the underwriters, we consummated the private placement of 5,195,000 warrants~~ in the ~~aggregate~~planned ~~(the~~use ~~“private placement warrants”) to the sponsor, at a price~~ of ~~$1.50~~proceeds ~~per~~from ~~private~~such ~~placement~~use ~~warrant.~~as ~~The~~described ~~sale of the private placement warrants~~ in ~~connection with~~ our IPO ~~and subsequent over-allotment option exercise generated gross proceeds of $7,792,500~~prospectus.

~~Following the closing of our IPO on December 14, 2021, $113,492,500 from the net proceeds of the sale of the units in our IPO and the sale of the private placement warrants was deposited into a U~~Item 3.~~S.-based~~ ~~trust~~Defaults ~~account~~Upon atSenior JSecurities.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “trust account”). This amount was comprised of $10.25 per unit for the 11,000,000 units sold in our IPO in addition to a $742,500 deposit in advance from the sponsor related to the underwriters’ exercise of the full over-allotment option which took place the following day on December 15, 2021. Following the closing of our IPO and the exercise of the underwriters’ full over-allotment option, $129,662,500 ($10.25 per unit) was held in the trust account.

~~Transaction costs related to our IPO amounted to $5,793,160 consisting of $1,800,000 of underwriting commissions, $3,150,000 of deferred underwriting commissions, and $843,160 of other offering costs~~None. The underwriters’ exercise of their full over-allotment option generated an additional $907,500 in transaction costs for aggregate transaction costs of $6,700,660 consisting of $2,130,000 of underwriting commissions, $3,727,500 of deferred underwriting commissions and $843,160 of other offering costs. In addition, $1,641,236 of cash was held outside of the trust account (as defined below) and is available for working capital purposes.

~~There~~Item 4. ~~has~~Mine ~~been~~Safety ~~no material change in the planned use of proceeds from such use as described in our IPO prospectus~~Disclosures.

~~Item 3.~~Not ~~Defaults Upon Senior Securities~~Applicable.

~~None.~~33

Item 4 5. ~~Mine~~Other ~~Safety Disclosures~~Information.

~~Not Applicable~~None.

33Item 6. Exhibits

~~Table~~The following exhibits are filed as part of, ~~Contents~~or incorporated by reference into, this Quarterly Report on Form 10-Q.

Item 5. Other Information.


No.		Description of Exhibit

31.1		Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

31.2		Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

32.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

101.INS		Inline XBRL Instance Document*

101.SCH		Inline XBRL Taxonomy Extension Schema Document*

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document*

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document*

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document*

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document*

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*

None.


*		Filed herewith.
**		These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

~~Item 6.~~34 ~~Exhibits~~

~~The~~SIGNATURES ~~following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.~~

No.		Description of Exhibit
31.1		Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2		Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101.INS		Inline XBRL Instance Document*
101.SCH		Inline XBRL Taxonomy Extension Schema Document*
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*

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.

* Filed herewith.

**By: ~~These~~/s/ ~~certifications~~Cyril ~~are~~Lesser ~~furnished~~Name: toCyril ~~the~~Lesser ~~SEC~~Title: ~~pursuant~~Principal toFinancial ~~Section 906 of the Sarbanes-Oxley Act of 2002~~ and ~~are~~Chief ~~deemed~~Accounting not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.Officer

3435

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.

	FORBION EUROPEAN ACQUISITION CORP.
Date: August 11, 2023	By:	/s/ Jasper Bos
	Name:	Jasper Bos
	Title:	Chief Executive Officer
	By:	/s/ Cyril Lesser
	Name:	Cyril Lesser
	Title:	Principal Financial and Chief Accounting Officer

FORBION EUROPEAN ACQUISITION CORP.

Date: October 27, 2023

/s/ Jasper Bos

Jasper Bos

Chief Executive Officer

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