Sec Form 3 Filing - Lumira Capital Investment Management Inc. @ enGene Holdings Inc. - 2023-10-31

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Lumira Capital Investment Management Inc. 2. Issuer Name and Ticker or Trading Symbol enGene Holdings Inc. [ ENGN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 141 ADELAIDE STREET WEST, SUITE 770 3. Date of Earliest Transaction (MM/DD/YY) 10/31/2023 (Street) TORONTO, A6M5H 3L5 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Shares 1,341,790 ( 1 ) ( 2 ) I Held by Lumira Ventures III, L.P. ( 4 ) ( 5 ) ( 8 ) Common Shares 44,647 ( 1 ) ( 2 ) I Held by Lumira Ventures III (International), L.P. ( 4 ) ( 5 ) ( 8 ) Common Shares 348,686 ( 1 ) ( 2 ) I Held by Lumira Ventures IV, L.P. ( 4 ) ( 6 ) ( 8 ) Common Shares 83,816 ( 1 ) ( 2 ) I Held by Lumira Ventures IV (International), L.P. ( 4 ) ( 6 ) ( 8 ) Common Shares 1,077,386 ( 1 ) ( 2 ) I Held by Merck Lumira Biosciences Fund, L.P. ( 4 ) ( 7 ) ( 8 ) Common Shares 152,974 ( 1 ) ( 2 ) I Held by Merck Lumira Biosciences Fund (Quebec), L.P. ( 4 ) ( 7 ) ( 8 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrants (right to buy) ( 13 ) 11/30/2023( 9 )( 10 )( 11 ) 10/31/2028( 12 ) Common Shares 114,945 ( 1 ) ( 3 ) I Held by Lumira Ventures III, L.P. ( 4 ) ( 5 ) ( 8 ) Warrants (right to buy) ( 13 ) 11/30/2023( 9 )( 10 )( 11 ) 10/31/2028( 12 ) Common Shares 3,825 ( 1 ) ( 3 ) I Held by Lumira Ventures III (International), L.P. ( 4 ) ( 5 ) ( 8 ) Warrants (right to buy) ( 13 ) 11/30/2023( 9 )( 10 )( 11 ) 10/31/2028( 12 ) Common Shares 38,301 ( 1 ) ( 3 ) I Held by Lumira Ventures IV, L.P. ( 4 ) ( 6 ) ( 8 ) Warrants (right to buy) ( 13 ) 11/30/2023( 9 )( 10 )( 11 ) 10/31/2028( 12 ) Common Shares 9,207 ( 1 ) ( 3 ) I Held by Lumira Ventures IV (International), L.P. ( 4 ) ( 6 ) ( 8 ) Warrants (right to buy) ( 13 ) 11/30/2023( 9 )( 10 )( 11 ) 10/31/2028( 12 ) Common Shares 145,603 ( 1 ) ( 3 ) I Held by Merck Lumira Biosciences Fund, L.P. ( 4 ) ( 7 ) ( 8 ) Warrants (right to buy) ( 13 ) 11/30/2023( 9 )( 10 )( 11 ) 10/31/2028( 12 ) Common Shares 20,673 ( 1 ) ( 3 ) I Held by Merck Lumira Biosciences Fund (Quebec), L.P. ( 4 ) ( 7 ) ( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lumira Capital Investment Management Inc. 141 ADELAIDE STREET WEST SUITE 770 TORONTO, A6M5H 3L5 X Signatures /s/ Vasco Larcina, CFO of Lumira Capital Investment Management Inc. 11/07/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On October 31, 2023 (the "Closing Date"), the parties to the Business Combination Agreement, dated as of May 16, 2023 (as amended, the "Business Combination Agreement"), by and among Forbion European Acquisition Corp., a Cayman Islands exempted company and a special purpose acquisition corporation ("FEAC"), enGene Inc., a corporation incorporated under the laws of Canada ("enGene"), and enGene Holdings Inc. (the "Issuer" or "New enGene"), completed the transactions contemplated thereby, pursuant to which (i) each share of FEAC was exchanged on a one for one basis for a share of New enGene, and (ii) each share of enGene was exchanged for 0.1804799669 shares of New enGene, and each of FEAC and enGene became wholly-owned subsidiaries of New enGene. The transactions contemplated by the Business Combination Agreement are referred to herein as the "Business Combination". ( 2 )Pursuant to the terms of the Business Combination, the shareholders of enGene received 0.1804799669 common shares of the Issuer ("Common Shares") for each share of enGene held by them immediately prior to the Closing Date. ( 3 )Pursuant to the terms of the Business Combination, holders of enGene warrants received 0.1804799669 warrants to acquire Common Shares ("New enGene Warrants") for each enGene warrant held by them immediately prior to the Closing Date. ( 4 )This Form 4 is filed jointly by Lumira Ventures III, L.P. ("Lumira III"), Lumira Ventures III (International), L.P. ("Lumira III Int'l"), Lumira Ventures IV, L.P. ("Lumira IV"), Lumira Ventures IV (International), L.P. ("Lumira IV Int'l"), Merck Lumira Biosciences Fund, L.P. ("Merck-Lumira"), Merck Lumira Biosciences Fund (Quebec), L.P. ("Merck-Lumira B" and, together with Lumira III, Lumira III Int'l, Lumira IV, Lumira IV Int'l, and Merck-Lumira, the "Lumira Entities"), Lumira Capital Investment Management Inc. ("Lumira Mgmt"), Lumira Ventures III GP, L.P., Lumira III GP Inc., Lumira III GP Holdings Co., Lumira IV GP 2020 Inc., Lumira Capital GP, L.P., Lumira GP Inc. and Lumira GP Holdings Co. ( 5 )Lumira III and Lumira III Int'l are controlled by their general partner, Lumira Ventures III GP, L.P., and managed by Lumira Mgmt. Lumira Ventures III GP, L.P. is controlled by its general partners, Lumira III GP Inc. and Lumira III GP Holdings Co. ( 6 )Lumira IV and Lumira IV Int'l are controlled by their general partner, Lumira IV GP 2020 Inc., and managed by Lumira Mgmt. ( 7 )Merck-Lumira and Merck-Lumira B are controlled by their general partner, Lumira Capital GP, L.P., and managed by Lumira Mgmt. Lumira Capital GP, L.P. is controlled by its general partners, Lumira GP Inc. and Lumira GP Holdings Co. ( 8 )Gerald Brunk, a director of the Issuer, is an executive officer of each of Lumira III GP Inc., Lumira III GP Holdings Co., Lumira IV GP 2020 Inc., Lumira GP Inc., Lumira GP Holdings Co. and Lumira Mgmt and reports his beneficial ownership of these securities on a separate Form 4. Each of Lumira Ventures III GP, L.P., Lumira III GP Inc., Lumira III GP Holdings Co., Lumira IV GP 2020 Inc., Lumira Capital GP, L.P., Lumira GP Inc., Lumira GP Holdings Co., Lumira Mgmt and Mr. Brunk may be deemed to beneficially own the securities held by the respective Lumira Entities, but each disclaims beneficial ownership except to the extent of their respective pecuniary interests therein, if any. ( 9 )The New enGene Warrants will become exercisable on 11/30/2023, provided however, that New enGene will not be obligated to deliver any Common Shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act of 1933, as amended (the "Securities Act") with respect to the Common Shares underlying the New enGene Warrants is then effective and a prospectus relating thereto is current, subject to New enGene satisfying its obligations described below with respect to registration, or a valid exemption from registration is available. (Continued in following footnote). ( 10 )(Continued from prior footnote). No warrant will be exercisable and the Issuer will not be obligated to issue a Common Share upon exercise of a warrant unless the Common Share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the jurisdiction of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Issuer be required to net cash settle any warrant. (Continued in following footnote). ( 11 )(Continued from prior footnote). The Issuer has agreed that as soon as practicable, but in no event later than 15 business days after the Closing Date, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Common Shares issuable upon exercise of the warrants, and the Issuer will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the Closing Date. ( 12 )The New enGene Warrants will expire five years following the Closing Date, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. ( 13 )As of the Closing Date, each whole New enGene Warrant entitles the registered holder to purchase one Common Share at a price of $11.50 per share, subject to adjustment.

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