secwatch / observer
8-K filed November 2, 2023, 7:59 PM ET CIK 0001874495
M&A confidence high sentiment positive materiality 0.85

Forbion European Acquisition Corp.: M&A transaction — Forbion European Acquisition Corp. completes business combination with enGene; combined entity trades as ENGN

Forbion European Acquisition Corp.

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Departed

Jasper Bos

Chief Executive Officer
Forbion European Acquisition Corp.
Effective
2023-10-31
Filed
November 2, 2023, 7:59 PM ET
On October 31, 2023, each of (i) Mr. Jasper Bos and (ii) Mr. Cyril Lesser resigned as Chief Executive Officer and Chief Financial Officer, respectively, of the Company, effective on October 31, 2023 upon the completion of the Business Combination.
Departed

Cyril Lesser

Chief Financial Officer
Forbion European Acquisition Corp.
Effective
2023-10-31
Filed
November 2, 2023, 7:59 PM ET
On October 31, 2023, each of (i) Mr. Jasper Bos and (ii) Mr. Cyril Lesser resigned as Chief Executive Officer and Chief Financial Officer, respectively, of the Company, effective on October 31, 2023 upon the completion of the Business Combination.
Departed

Ton Logtenberg

member of the board of directors
Forbion European Acquisition Corp.
Effective
2023-10-31
Filed
November 2, 2023, 7:59 PM ET
On October 31, 2023, each of (i) Mr. Sander Slootweg, (ii) Mr. Philip Astley-Sparke, (iii) Ms Hilde Steineger and (iv) Mr. Ton Logtenberg resigned as members of the board of directors of the Company, effective on October 31, 2023 upon the completion of the Business Combination.
Departed

Philip Astley-Sparke

member of the board of directors
Forbion European Acquisition Corp.
Effective
2023-10-31
Filed
November 2, 2023, 7:59 PM ET
On October 31, 2023, each of (i) Mr. Sander Slootweg, (ii) Mr. Philip Astley-Sparke, (iii) Ms Hilde Steineger and (iv) Mr. Ton Logtenberg resigned as members of the board of directors of the Company, effective on October 31, 2023 upon the completion of the Business Combination.
Departed

Sander Slootweg

member of the board of directors
Forbion European Acquisition Corp.
Effective
2023-10-31
Filed
November 2, 2023, 7:59 PM ET
On October 31, 2023, each of (i) Mr. Sander Slootweg, (ii) Mr. Philip Astley-Sparke, (iii) Ms Hilde Steineger and (iv) Mr. Ton Logtenberg resigned as members of the board of directors of the Company, effective on October 31, 2023 upon the completion of the Business Combination.
Departed

Hilde Steineger

member of the board of directors
Forbion European Acquisition Corp.
Effective
2023-10-31
Filed
November 2, 2023, 7:59 PM ET
On October 31, 2023, each of (i) Mr. Sander Slootweg, (ii) Mr. Philip Astley-Sparke, (iii) Ms Hilde Steineger and (iv) Mr. Ton Logtenberg resigned as members of the board of directors of the Company, effective on October 31, 2023 upon the completion of the Business Combination.
Departed

Wouter Joustra

member of the board of directors
Forbion European Acquisition Corp.
Filed
November 2, 2023, 7:59 PM ET
On October 31, 2023, Mr. Wouter Joustra resigned as member of the board of directors of the Company, effective upon the completion of the liquidation of the Company under Cayman law, which is expected to take place on or before January 31, 2023.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Jasper Bos resigned as Chief Executive Officer at Forbion European Acquisition Corp..

Action
resigned
Role
Chief Executive Officer
Exact text from the filing
On October 31, 2023, each of (i) Mr. Jasper Bos and (ii) Mr. Cyril Lesser resigned as Chief Executive Officer and Chief Financial Officer, respectively, of the Company, effective on October 31, 2023 upon the completion of the Business Combination.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Cyril Lesser resigned as Chief Financial Officer at Forbion European Acquisition Corp..

Action
resigned
Role
Chief Financial Officer
Exact text from the filing
On October 31, 2023, each of (i) Mr. Jasper Bos and (ii) Mr. Cyril Lesser resigned as Chief Executive Officer and Chief Financial Officer, respectively, of the Company, effective on October 31, 2023 upon the completion of the Business Combination.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Ton Logtenberg resigned as member of the board of directors at Forbion European Acquisition Corp..

Action
resigned
Role
member of the board of directors
Exact text from the filing
On October 31, 2023, each of (i) Mr. Sander Slootweg, (ii) Mr. Philip Astley-Sparke, (iii) Ms Hilde Steineger and (iv) Mr. Ton Logtenberg resigned as members of the board of directors of the Company, effective on October 31, 2023 upon the completion of the Business Combination.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Philip Astley-Sparke resigned as member of the board of directors at Forbion European Acquisition Corp..

Action
resigned
Role
member of the board of directors
Exact text from the filing
On October 31, 2023, each of (i) Mr. Sander Slootweg, (ii) Mr. Philip Astley-Sparke, (iii) Ms Hilde Steineger and (iv) Mr. Ton Logtenberg resigned as members of the board of directors of the Company, effective on October 31, 2023 upon the completion of the Business Combination.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Sander Slootweg resigned as member of the board of directors at Forbion European Acquisition Corp..

Action
resigned
Role
member of the board of directors
Exact text from the filing
On October 31, 2023, each of (i) Mr. Sander Slootweg, (ii) Mr. Philip Astley-Sparke, (iii) Ms Hilde Steineger and (iv) Mr. Ton Logtenberg resigned as members of the board of directors of the Company, effective on October 31, 2023 upon the completion of the Business Combination.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Hilde Steineger resigned as member of the board of directors at Forbion European Acquisition Corp..

Action
resigned
Role
member of the board of directors
Exact text from the filing
On October 31, 2023, each of (i) Mr. Sander Slootweg, (ii) Mr. Philip Astley-Sparke, (iii) Ms Hilde Steineger and (iv) Mr. Ton Logtenberg resigned as members of the board of directors of the Company, effective on October 31, 2023 upon the completion of the Business Combination.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.9

Wouter Joustra resigned as member of the board of directors at Forbion European Acquisition Corp..

Action
resigned
Role
member of the board of directors
Exact text from the filing
On October 31, 2023, Mr. Wouter Joustra resigned as member of the board of directors of the Company, effective upon the completion of the liquidation of the Company under Cayman law, which is expected to take place on or before January 31, 2023.
View on SEC.gov
M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Forbion European Acquisition Corp. underwent a change of control involving enGene Holdings Inc. (New enGene) (closed 2023-10-31).

Action
change of control
Counterparty
enGene Holdings Inc. (New enGene)
Closing
2023-10-31
Exact text from the filing
On October 31, 2023 (the “Closing Date”), Forbion European Acquisition Corp., a Cayman Islands exempted company and a special purpose acquisition corporation (“FEAC” or the “Company”), enGene, Inc., a corporation incorporated under the laws of Canada (“enGene”), and enGene Holdings Inc. (New enGene”) consummated the previously announced business combination (the “Business Combination”) pursuant to the Business Combination Agreement
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Forbion European Acquisition Corp. entered into Registration Rights Agreement with New enGene, Sponsor Holders, enGene Holders valued at Customary registration rights granted to Sponsor Holders and enGene Holders (effective 2023-10-30).

Action
entry
Counterparty
New enGene, Sponsor Holders, enGene Holders
Value
Customary registration rights granted to Sponsor Holders and enGene Holders
Effective
2023-10-30
Exact text from the filing
On the Closing Date, New enGene, FEAC, the Sponsor Holders (as defined in the Registration Rights Agreement) and the enGene Holders (as defined in the Registration Rights Agreement) entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which, among other things, New enGene granted the Sponsor Holders and the enGene Holders certain customary registration rights with respect to their respective Equity Securities (as defined in the Registration Rights Agreement) of New enGene, in each case, on the terms and subject to the conditions described therein.
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Forbion European Acquisition Corp. terminated Administrative Services Agreement with Sponsor valued at Agreement terminated; Sponsor provided office space, secretarial and administrative services for up (effective 2023-10-30).

Action
termination
Counterparty
Sponsor
Value
Agreement terminated; Sponsor provided office space, secretarial and administrative services for up
Effective
2023-10-30
Exact text from the filing
and (ii) the Administrative Services Agreement, dated as of December 9, 2021, between the Company and the Sponsor, pursuant to which the Sponsor provided the Company with office space, secretarial and administrative services for up to $10,000 per month.
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Forbion European Acquisition Corp. entered into Warrant Assignment, Assumption and Amendment Agreement with FEAC, enGene, New enGene, Continental Stock Transfer & Trust Company valued at New enGene assumed FEAC warrants to purchase FEAC Class A Shares at $11.50 per share (effective 2023-10-30).

Action
entry
Counterparty
FEAC, enGene, New enGene, Continental Stock Transfer & Trust Company
Value
New enGene assumed FEAC warrants to purchase FEAC Class A Shares at $11.50 per share
Effective
2023-10-30
Exact text from the filing
On October 30, 2023, FEAC, enGene, New enGene and Continental Stock Transfer & Trust Company, a New York corporation (“Continental”), entered into that certain Warrant Assignment, Assumption and Amendment Agreement (the “Warrant Assumption Agreement”) pursuant to which New enGene assumed the warrants of FEAC to purchase one FEAC Class A Share at an exercise price of $11.50 per share, subject to adjustment (the “FEAC Warrants,” and as so assumed, “New enGene Warrants”).
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Forbion European Acquisition Corp. terminated Investment Management Trust Agreement with Continental Stock Transfer & Trust Company valued at Agreement terminated in connection with consummation of Business Combination (effective 2023-10-30).

Action
termination
Counterparty
Continental Stock Transfer & Trust Company
Value
Agreement terminated in connection with consummation of Business Combination
Effective
2023-10-30
Exact text from the filing
in connection with the consummation of the Business Combination, the following material agreements of the Company terminated in accordance with their terms: (i) the Investment Management Trust Agreement, dated as of December 9, 2021, by and between the Company and Continental, pursuant to which Continental invested the proceeds of the Company’s initial public offering in a trust account;
View on SEC.gov

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Source: SEC EDGAR
accession 0001193125-23-268401
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