Full Press Release Details
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following unaudited pro forma condensed combined balance sheet as of July 31, 2023 and the unaudited pro forma condensed combined
statements of operations for the nine months ended July 31, 2023 and for the fiscal year ended October 31, 2022 present the combination of the financial information of FEAC, New enGene and enGene, after giving effect to the Transactions, including
Business Combination, PIPE Financing, the Non-Redemption Agreement, the Convertible Bridge Financing, the Working Capital Loans, the Sponsor and Insiders Letter Agreement, and the Extension Loans and related
adjustments described in the accompanying notes. Subsequent to the Business Combination, FEAC, New enGene and enGene are collectively referred to herein as the Combined Company.
FEAC is a blank check company incorporated on August 9, 2021, as a Cayman Islands exempted company 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. Prior to executing the Business Combination Agreement, FEAC s efforts were limited to organizational
activities, completion of its IPO and the evaluation of possible business combinations. As of September 30, 2023, there was $138.8 million in investments and cash held in the Trust Account and $86,000 of cash held outside the Trust Account
available for general corporate purposes.
enGene Inc., is a clinical-stage biotechnology company developing non-viral gene therapies based on localized delivery of nucleic acid payloads to mucosal tissues. enGene s proprietary DDX platform has a high degree of payload flexibility, including DNA and various forms of
RNA with broad tissue and disease application.
The unaudited pro forma condensed combined balance sheet as of July 31, 2023, reflects
adjustments that depict the accounting of the Transactions as if they had been consummated on July 31, 2023. The unaudited pro forma condensed combined statements of operations for the nine months ended July 31, 2023 and the fiscal year ended
October 31, 2022, give pro forma effect to the Transactions as if they had occurred on November 1, 2021, which is the beginning of the earliest period presented.
The unaudited pro forma condensed combined financial information are based on and should be read in conjunction with the historical financial
statements of each of FEAC, New enGene, and enGene and the notes thereto, as well as the disclosures contained in the sections titled FEAC s Management s Discussion and Analysis of Financial Condition and Results of
Operations, and enGene s Management s Discussion and Analysis of Financial Condition and Results of Operations included in the Pproxy Sstatement/Pprospectus, which is incorporated herein by reference.
The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and do not necessarily
reflect what the Combined Company s financial condition or results of operations would have been had the Transactions occurred on the dates indicated, nor are they indicative of the future consolidated results of operations or financial
position of the Combined Company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma adjustments represent
management s estimates based on information available as of the date of these unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and analyses are performed.
The unaudited pro forma condensed combined financial information reflects the actual redemptions of 10,379,144 FEAC Class A Shares by
FEAC s public shareholders for an aggregate redemption payment of $114.3 million (approximately $11.01 per share), which amount includes Dutch dividend withholding tax of approximately $1.5 million remitted by FEAC to tax authorities as
described in FEAC s IPO registration statement, resulting in a net redemption payment to shareholders of $112.8 million (approximately $10.87 per share). The 2,000,000 FEAC Class A Shares held by the Sponsor that are subject to lock-up agreements and 166,665 FEAC Class A Shares held by public shareholders that are subject to non-redemption agreements are not subject to redemption. After the
redemptions of $114.3 million out of the $138.8 million in the Trust Account, the available cash from the Trust Account at Closing is assumed to be approximately $24.5 million. The actual amount of cash in the Trust Account is subject to
change, including for actual interest earned subsequent to September 30, 2023.
The Business Combination results in the combination
of enGene and New enGene, with a fiscal year end of October 31, with FEAC, with a fiscal year end of December 31. The pro forma statement of operations for the nine months ended July 31, 2023 and the year ended October 31, 2022,
presents the combination of financial information of New enGene, FEAC and enGene, after giving effect to the Transactions described in the accompanying notes. The unaudited pro forma statement of operations for the nine months ended July 31, 2023
includes enGene s results of operations for the nine months ended July 31, 2023, FEAC s results of operations for the nine months ended September 30, 2023, and New enGene s results of operations for the period from April 24, 2023
(inception) to July 31, 2023. The unaudited pro forma statement of operations for the year ended
October 31, 2022 includes enGene s results of operations for the year ended October 31, 2022, and FEAC s statement of operations for the year ended December 31, 2022. The
unaudited pro forma balance sheet as of July 31, 2023 is based on a historical New enGene balance sheet as of July 31, 2023, historical enGene balance sheet as of July 31, 2023, and a historical FEAC balance sheet as of
September 30, 2023. The operations of New enGene in the unaudited pro forma condensed combined statements of operations for the period from April 24, 2023 (inception) to July 31, 2023 consist only of legal, accounting and audit fees incurred as
part of the formation of the entity and regulatory requirements for the preparation of its financial statements. The operations of New enGene had not commenced in the unaudited pro forma condensed combined statements of operations for the fiscal
year ended October 31, 2022.
UNAUDITED PRO FORMA CONDENSED
COMBINED BALANCE SHEET
(In thousands, except share and per share amounts)
| Historical | Actual Redemptions into Cash | |||||||||||||||||||||||
| (A) | (B) | (C) | ||||||||||||||||||||||
| enGene Holdings Inc. | enGene, Inc. | FEAC | Transaction Accounting Adjustments | Pro Forma Balance Sheet | ||||||||||||||||||||
| Assets | ||||||||||||||||||||||||
| Current assets: | ||||||||||||||||||||||||
| Cash and cash equivalents | $ | $ | 37,594 | $ | 86 | $ | 24 | 5 | (a) | $ | 87,302 | |||||||||||||
| (3,176 | ) | 5 | (c) | |||||||||||||||||||||
| (600 | ) | 5 | (e) | |||||||||||||||||||||
| (5,504 | ) | 5 | (g) | |||||||||||||||||||||
| (949 | ) | 5 | (k) | |||||||||||||||||||||
| (2,680 | ) | 5 | (m) | |||||||||||||||||||||
| (49 | ) | 5 | (n) | |||||||||||||||||||||
| (1,710 | ) | 5 | (o) | |||||||||||||||||||||
| (7,549 | ) | 5 | (p) | |||||||||||||||||||||
| 5 | (q) | |||||||||||||||||||||||
| 20,819 | 5 | (s) | ||||||||||||||||||||||
| 50,996 | 5 | (u) | ||||||||||||||||||||||
| Restricted certificate of deposit | 152 | 152 | ||||||||||||||||||||||
| Investment tax credit receivable | 2,548 | 2,548 | ||||||||||||||||||||||
| Prepaid and other current assets | 1,545 | 20 | (42 | ) | 5 | (f) | 1,523 | |||||||||||||||||
| Total current assets | 41,839 | 106 | 49,580 | 91,525 | ||||||||||||||||||||
| Cash and securities held in trust account | 138,839 | (3,728 | ) | 5 | (l) | |||||||||||||||||||
| (114,292 | ) | 5 | (r) | |||||||||||||||||||||
| (20,819 | ) | 5 | (s) | |||||||||||||||||||||
| Property and equipment, net | 441 | 441 | ||||||||||||||||||||||
| Other assets | 4,002 | (3,142 | ) | 5 | (g) | 860 | ||||||||||||||||||
| Total assets | $ | $ | 46,282 | $ | 138,945 | $ | (92,401 | ) | $ | 92,826 | ||||||||||||||
| Liabilities and shareholders equity (deficit) | ||||||||||||||||||||||||
| Current liabilities: | ||||||||||||||||||||||||
| Accounts payable | $ | $ | 3,014 | $ | $ | (1,328 | ) | 5 | (g) | $ | 1,686 | |||||||||||||
| Accrued expenses and other current liabilities | 30 | 1,424 | (418 | ) | 5 | (g) | 1,036 | |||||||||||||||||
| Accrued offering costs and expenses | 7,413 | (949 | ) | 5 | (k) | |||||||||||||||||||
| (6,464 | ) | 5 | (p) | |||||||||||||||||||||
| Due to related party | 42 | 49 | (49 | ) | 5 | (n) | ||||||||||||||||||
| (42 | ) | 5 | (f) | |||||||||||||||||||||
| Promissory note - related party | 2,680 | (2,680 | ) | 5 | (m) | |||||||||||||||||||
| Convertible note - related party | 1,500 | (1,500 | ) | 5 | (m) | |||||||||||||||||||
| Current portion of notes payable | 4,665 | 4,665 | ||||||||||||||||||||||
| Total current liabilities | 72 | 9,103 | 11,642 | (13,430 | ) | 7,387 | ||||||||||||||||||
| Note payable, net of current portion | 6,183 | 6,183 | ||||||||||||||||||||||
| Convertible debentures | 59,443 | (16,692 | ) | 5 | (b) | |||||||||||||||||||
| (39,985 | ) | 5 | (b) | |||||||||||||||||||||
| (2,766 | ) | 5 | (c) | |||||||||||||||||||||
| Convertible debenture embedded derivative liabilities | 3,054 | (2,806 | ) | 5 | (b) | |||||||||||||||||||
| (248 | ) | 5 | (c) | |||||||||||||||||||||
| Warrant liabilities | 9,302 | (463 | ) | 5 | (b) | |||||||||||||||||||
| (957 | ) | 5 | (b) | |||||||||||||||||||||
| (7,882 | ) | 5 | (h) | |||||||||||||||||||||
| Deferred underwriting commissions | 3,728 | (3,728 | ) | 5 | (l) | |||||||||||||||||||
| Total Liabilities | 72 | 87,085 | 15,370 | (88,957 | ) | 13,570 | ||||||||||||||||||
| FEAC Class A ordinary shares, subject to possible redemption | 138,839 | (114,292 | ) | 5 | (r) | |||||||||||||||||||
| (24,547 | ) | 5 | (t) | |||||||||||||||||||||
| enGene Inc. Class A redeemable convertible preferred shares, no par value; unlimited shares authorized | 1,899 | (1,899 | ) | 5 | (i) | |||||||||||||||||||
| enGene Inc. Class B redeemable convertible preferred shares, no par value; unlimited shares authorized | 1,554 | (1,554 | ) | 5 | (i) | |||||||||||||||||||
| enGene Inc. Class C redeemable convertible preferred shares, no par value; unlimited shares authorized | 49,665 | (49,665 | ) | 5 | (i) | |||||||||||||||||||
| enGene Holdings Inc. Redeemable Class B common shares, no par value; unlimited shares authorized | ||||||||||||||||||||||||
| Shareholders equity (deficit) | ||||||||||||||||||||||||
| FEAC Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | ||||||||||||||||||||||||
| FEAC 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) | 5 | (t) | ||||||||||||||||||||||
| 5 | (t) | |||||||||||||||||||||||
| FEAC Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 3,162,500 shares issued and outstanding | 5 | (m) | ||||||||||||||||||||||
| 5 | (t) | |||||||||||||||||||||||
| enGene Holdings Inc. common shares | 122,180 | 5 | (j) | 177,847 | ||||||||||||||||||||
| 5 | (q) | |||||||||||||||||||||||
| 24,547 | 5 | (t) | ||||||||||||||||||||||
| (18,059 | ) | 5 | (t) | |||||||||||||||||||||
| 49,179 | 5 | (u) | ||||||||||||||||||||||
| enGene Inc. common shares | 16,434 | 45 | 5 | (a) | ||||||||||||||||||||
| 19,498 | 5 | (b) | ||||||||||||||||||||||
| 39,985 | 5 | (b) | ||||||||||||||||||||||
| (6,900 | ) | 5 | (g) | |||||||||||||||||||||
| 53,118 | 5 | (i) | ||||||||||||||||||||||
| (122,180 | ) | 5 | (j) | |||||||||||||||||||||
| Additional paid-in capital | 7,752 | (21 | ) | 5 | (a) | 15,653 | ||||||||||||||||||
| 463 | 5 | (b) | ||||||||||||||||||||||
| 957 | 5 | (b) | ||||||||||||||||||||||
| 3,185 | 5 | (d) | ||||||||||||||||||||||
| 5 | (t) | |||||||||||||||||||||||
| 1,500 | 5 | (m) | ||||||||||||||||||||||
| 1,817 | 5 | (u) | ||||||||||||||||||||||
| Accumulated other comprehensive loss | (1,016 | ) | (1,016 | ) | ||||||||||||||||||||
| Accumulated deficit | (72 | ) | (117,091 | ) | (15,264 | ) | (162 | ) | 5 | (c) | (113,228 | ) | ||||||||||||
| (3,185 | ) | 5 | (d) | |||||||||||||||||||||
| (600 | ) | 5 | (e) | |||||||||||||||||||||
| 7,882 | 5 | (h) | ||||||||||||||||||||||
| 18,059 | 5 | (t) | ||||||||||||||||||||||
| (1,710 | ) | 5 | (o) | |||||||||||||||||||||
| (1,085 | ) | 5 | (p) | |||||||||||||||||||||
| Total shareholders equity (deficit) | (72 | ) | (93,921 | ) | (15,264 | ) | 188,513 | 79,256 | ||||||||||||||||
| Total liabilities and shareholders equity (deficit) | $ | $ | 46,282 | $ | 138,945 | $ | (92,401 | ) | $ | 92,826 |
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED JULY 31, 2023
(In thousands, except share and per share amounts)
| Historical | Actual Redemptions into Cash | |||||||||||||||||||||||||||
| (A) | (B) | (C) | Transaction Accounting Adjustments | Pro Forma Statement of Operations | ||||||||||||||||||||||||
| enGene Holdings Inc. | enGene, Inc. | FEAC | ||||||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||||
| Research and development | $ | $ | 10,787 | $ | $ | $ | 10,787 | |||||||||||||||||||||
| General and administrative | 72 | 4,831 | (90 | ) | 6 | (g) | 3,883 | |||||||||||||||||||||
| (930 | ) | 6 | (e) | |||||||||||||||||||||||||
| Operating costs | 8,624 | 8,624 | ||||||||||||||||||||||||||
| Total operating expenses | 72 | 15,618 | 8,624 | (1,020 | ) | 23,294 | ||||||||||||||||||||||
| Loss from operations | (72 | ) | (15,618 | ) | (8,624 | ) | 1,020 | (23,294 | ) | |||||||||||||||||||
| Other income (expense), net | ||||||||||||||||||||||||||||
| Interest income | (710 | ) | (710 | ) | ||||||||||||||||||||||||
| Interest expense | 3,794 | (2,223 | ) | 6 | (a) | 1,387 | ||||||||||||||||||||||
| (184 | ) | 6 | (c) | |||||||||||||||||||||||||
| Interest earned from trust account | (4,778 | ) | 4,778 | 6 | (h) | |||||||||||||||||||||||
| Change in fair value of convertible debentures embedded derivative liabilities | (753 | ) | 694 | 6 | (a) | |||||||||||||||||||||||
| 59 | 6 | (c) | ||||||||||||||||||||||||||
| Change in fair value of warrant liabilities | (3,995 | ) | 3,995 | 6 | (b) | |||||||||||||||||||||||
| Change in fair value of convertible debentures | 2,941 | (2,941 | ) | 6 | (a) | |||||||||||||||||||||||
| Other expense, net | 525 | 525 | ||||||||||||||||||||||||||
| Total other income (expense), net | (1,802 | ) | 4,778 | (4,178 | ) | (1,202 | ) | |||||||||||||||||||||
| Net loss | $ | (72 | ) | $ | (17,420 | ) | $ | (3,846 | ) | $ | (3,158 | ) | $ | (24,496 | ) | |||||||||||||
| Basic and diluted, net loss for the period attributable to equity holders | $ | (72 | ) | $ | (21,146 | ) | $ | (3,846 | ) | $ | (3,158 | ) | $ | (24,496 | ) | |||||||||||||
| Weighted average common shares outstanding used in basic and diluted net loss per share | 10 | 3,808,008 | 3,162,500 | 16,227,458 | 23,197,976 | 6 | (k) | |||||||||||||||||||||
| Net loss per share of Combined Company - basic and diluted | $ | (7,200 | ) | $ | (5.55 | ) | $ | (0.24 | ) | $ | (1.06 | ) |
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED OCTOBER 31, 2022
(In thousands, except share and per share amounts)
| Historical | Actual Redemptions into Cash | |||||||||||||||||||||||||||
| (D) | (E) | (F) | Transaction Accounting Adjustments | Pro Forma Statement of Operations | ||||||||||||||||||||||||
| enGene Holdings Inc. | enGene, Inc. | FEAC | ||||||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||||
| Research and development | $ | $ | 15,467 | $ | $ | 637 | 6 | (d) | $ | 16,104 | ||||||||||||||||||
| General and administrative | 3,960 | 2,548 | 6 | (d) | 17,547 | |||||||||||||||||||||||
| (120 | ) | 6 | (g) | |||||||||||||||||||||||||
| 930 | 6 | (e) | ||||||||||||||||||||||||||
| 600 | 6 | (f) | ||||||||||||||||||||||||||
| 1,710 | 6 | (i) | ||||||||||||||||||||||||||
| 7,919 | 6 | (j) | ||||||||||||||||||||||||||
| Formation and operating costs | 1,831 | 1,831 | ||||||||||||||||||||||||||
| Total operating expenses | 19,427 | 1,831 | 14,224 | 35,482 | ||||||||||||||||||||||||
| Loss from operations | (19,427 | ) | (1,831 | ) | (14,224 | ) | (35,482 | ) | ||||||||||||||||||||
| Other income (expense), net: | ||||||||||||||||||||||||||||
| Interest income | (129 | ) | (129 | ) | ||||||||||||||||||||||||
| Interest expense | 1,423 | (61 | ) | 6 | (a) | 1,513 | ||||||||||||||||||||||
| 151 | 6 | (c) | ||||||||||||||||||||||||||
| Interest earned from trust account | (1,862 | ) | 1,862 | 6 | (h) | |||||||||||||||||||||||
| Change in fair value of convertible debentures embedded derivative liabilities | (269 | ) | 269 | 6 | (c) | |||||||||||||||||||||||
| Change in fair value of warrant liabilities | 3,326 | (3,326 | ) | 6 | (b) | |||||||||||||||||||||||
| Other expense, net | 662 | 662 | ||||||||||||||||||||||||||
| Total other income (expense), net | (5,013 | ) | 1,862 | 1,105 | (2,046 | ) | ||||||||||||||||||||||
| Net income (loss) before provision for income taxes | (24,440 | ) | 31 | (13,119 | ) | (37,528 | ) | |||||||||||||||||||||
| Provision for income taxes | (22 | ) | (22 | ) | ||||||||||||||||||||||||
| Net income (loss) | $ | $ | (24,462 | ) | $ | 31 | $ | (13,119 | ) | $ | (37,550 | ) | ||||||||||||||||
| Basic and diluted, net income (loss) for the period attributable to equity holders | $ | $ | (29,024 | ) | $ | 31 | $ | (13,119 | ) | $ | (37,550 | ) | ||||||||||||||||
| Weighted average common shares outstanding used in basic and diluted net loss per share | 3,640,030 | 3,162,500 | 16,395,446 | 23,197,976 | 6 | (k) | ||||||||||||||||||||||
| Net loss per share of Combined Company - basic and diluted | $ | $ | (7.97 | ) | $ | $ | (1.62 | ) |
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
1. Description of the Transactions
On May 16, 2023, FEAC entered into the Business Combination Agreement. Under the terms of the Business Combination Agreement, the business
combination of FEAC, enGene, and New enGene was completed through a series of transactions including Business Combination, PIPE Financing, the Non-Redemption Agreement, the Convertible Bridge Financing, the
Working Capital Loans, the Sponsor and Insiders Letter Agreement, and the Extension Loans. The principal steps of the Transactions are described below; please see Proposal No. 1 The Business Combination
Proposal in the Proxy Statement/Prospectus for a full description of the Transactions.
Based on the actual redemptions, the
cash components of the transaction (excluding transaction expenses) were funded by:
Pursuant to the Business Combination Agreement, two entities were
incorporated to effect the Transactions, Can Merger Sub, a Canadian corporation and a wholly owned subsidiary of FEAC and Cayman Merger Sub, a Cayman Islands exempt company and a direct wholly owned subsidiary of New enGene.
connection with the Business Combination Agreement, FEAC and New enGene entered into Subscription Agreements with the PIPE Investors, pursuant to which Subscription Agreements, as modified by the Side Letter Agreements, PIPE Investors agreed to
purchase FEAC Class A Shares and FEAC Warrants (or after the Assumption, New enGene Shares and New enGene Warrants) for an aggregate commitment amount of $56.9 million. The Subscription Agreements are subject to certain conditions,
including, among other things, completing the steps of the Transactions. The purpose of the PIPE Financing is to fund general corporate expenses of New enGene. Refer to note 5(u) below.
Sponsor and Insiders Letter Agreement
Concurrent with the execution of the Business Combination Agreement, FEAC, the Sponsor, Forbion Growth Opportunities Fund I Cooperatief U.A.
and the other holders of FEAC Class B Shares, enGene, New enGene and the other parties named therein (collectively, other than enGene and New enGene, the Sponsor Parties ) entered into the Sponsor and Insiders Letter Agreement,
pursuant to which the Sponsor agreed to surrender and in effect issue to PIPE Investors, after giving effect to the conversion of all or part of the principal amount outstanding under loans made by the Sponsor to FEAC into FEAC Private Placement
Warrants, 1,789,004 FEAC Class B Shares and 5,463,381 FEAC Private Placement Warrants, effective immediately prior to the Class B Conversion on the day which is two business days prior to the Closing Date (the Surrender ).
Non-Redemption Agreement
In connection with the execution of the Business Combination Agreement, FEAC and a FEAC shareholder that is the beneficial owner of 166,665
FEAC Class A Shares entered into a non-redemption agreement (the Non-Redemption Agreement ), pursuant to which, FEAC agreed to issue additional FEAC
Class A Shares and FEAC Warrants (which commitment was assumed by New enGene as part of the Transactions such that New enGene issued additional New enGene Shares and New enGene Warrants) to such FEAC shareholder in consideration of such FEAC
shareholder s commitment (i) to vote or cause to be voted all of its FEAC Shares in favor of the Transaction Proposals and (ii) not to redeem its FEAC Class A Shares in connection with the approval of the Business Combination by
the shareholders of FEAC.
Convertible Bridge Financing
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 $18.4 million (the 2022 Convertible Notes and, together with the
enGene warrants to be issued by enGene as consideration for such modifications, the Amended 2022 Financing ). On April 4, 2023, enGene entered into an
interest-free debt agreement for aggregate cash proceeds of $8.0 million (the 2023 Subordinated Notes ). Concurrently with the execution and delivery of the Business Combination Agreement,
enGene entered into agreements pursuant to which it issued new convertible indebtedness and enGene warrants (i) for cash in an aggregate principal amount of $30.0 million, which amount was funded in two tranches, comprising an initial
$20.0 million on May 17, 2023 by Forbion Growth Sponsor FEAC I B.V. and a subsequent $10.0 million on June 15, 2023, and (ii) in repayment of the 2023 Subordinated Notes (such convertible notes, 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
was converted in the Transactions into that number of enGene Common Shares that, when exchanged at the enGene Exchange Ratio, equal that number of FEAC Class A Shares (or after the Assumption, New enGene Shares) that the holders of such
indebtedness would have received if they subscribed for FEAC Class A Shares (or after the Assumption, New enGene Shares) on the same terms as the PIPE Financing.
In relation to the Amended 2022 Financing, the holders of the 2022 Convertible Notes received warrants to purchase enGene Common Shares and
the holders of the 2023 Convertible Notes were issued warrants in connection with the issuance of the 2023 Convertible Notes. These warrants converted through the transaction to warrants to purchase common shares of the Combined Company. These
warrants have substantially similar terms as the warrants received by the PIPE investors and were equity classified upon the execution of the PIPE Financing at the close of the Business Combination (refer to Note 5(u) below).
Working Capital Loans
March 24, 2023, the Sponsor and FEAC entered into an unsecured promissory note (the First Loan Note ) under which the Sponsor agreed to extend to FEAC a loan of up to $900,000, to be used for FEAC s general corporate purposes. The
Sponsor funded the initial principal amount of $450,000 on March 24, 2023, and additionally funded $450,000 on April 26, 2023. On June 6, 2023, the Sponsor and FEAC entered into an additional unsecured promissory note (the Second Loan
Note ) under which the Sponsor agreed to extend to FEAC a loan of up to $300,000, to be used for FEAC s general corporate purposes. The Sponsor funded the principal amount of $300,000 under the Second Loan Note on June 6, 2023. Also, on
September 13, 2023, the Sponsor and FEAC entered into an additional unsecured promissory note (the Third Loan Note and, together with the First Loan Note and the Second Loan Note, the Working Capital Loan Notes ) under which
the Sponsor agreed to extend to FEAC a loan of up to $450,000, to be used for FEAC s general corporate purposes. The Sponsor funded the principal amount of $450,000 under the Third Loan Note on September 13, 2023. The Working Capital Loan Notes
bore no interest and were due and payable on the earlier of (i) the date of consummation of a business combination and (ii) December 14, 2023. Upon consummation of the Business Combination, the Sponsor elected to convert the outstanding
principal amount under the First Loan Note into 600,000 additional FEAC Private Placement Warrants at a price of $1.50 per warrant, and the remaining principal amount outstanding under the Second Loan Note and the Third Loan Note was repaid by FEAC
out of the proceeds of the Trust Account released to FEAC.
On June 6, 2023, FEAC extended the period of time to consummate a business combination which required the Sponsor or its affiliates or
designees to deposit into the Trust Account, $1.3 million ($0.10 per FEAC Class A Shares in either case) (the First Extension Loan Note ).
On September 13, 2023, FEAC further extended the period of time to consummate a business combination which required the Sponsor to deposit
into the Trust Account $1.3 million ($0.10 per FEAC Class A Share). The payment was made in the form of a non-interest bearing, unsecured promissory note (the Second Extension Loan Note
and, together with the First Extension Loan Note, the Extension Notes ). The Extension Notes bear no interest and were due and payable on the earlier of (i) the date of consummation of a business combination and (ii) December
14, 2023. Upon consummation of the Business Combination, the Sponsor elected to convert $600,000 of the principal amount outstanding under the First Extension Loan Note into 400,000 additional FEAC Private Placement Warrants at a price of $1.50 per