FRBN / Forbion European Acquisition Corp - Class A - SEC-arkivering, Årsberetning, Fuldmagtserklæring

KYG3619H1020 / Forbion European Acquisition Corp. / CITADEL ADVISORS LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 3)* Forbion European Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (the “Shares”) (Title of Class of

KYG3619H1285 / Forbion European Acquisition Corp. / CALAMOS INVESTMENT TRUST/IL - SC 13G Passive Investment

SC 13G 1 tm246034d20sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Forbion European Acquisition Corp (Name of Issuer) Class A (Title of Class of Securities) G3619H128 (CUSIP Number) 12/31/2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa

KYG3619H1285 / Forbion European Acquisition Corp. / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Forbion European Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G3619H128 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate

KYG3619H1020 / Forbion European Acquisition Corp. / HIGHBRIDGE CAPITAL MANAGEMENT LLC - FORBION EUROPEAN ACQUISITION CORP. Passive Investment

SC 13G/A 1 p24-0180sc13ga.htm FORBION EUROPEAN ACQUISITION CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Forbion European Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G3619H102 (CUSIP Number) December 31, 2023 (Date of event which r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-41148 Forbion European Acquisition Corp. (Exact name of registrant as s

Regulation FD Disclosure, Changes in Control of Registrant, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2023 FORBION EUROPEAN ACQUISITION CORP.

WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT

Exhibit 4.1 Execution Version WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT This Warrant Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of October 30, 2023, by and among Forbion European Acquisition Corp., a Cayman Islands exempted company (the “Company”), enGene Inc., a company incorporated under the laws of Canada (“enGene”), enGene Holdings Inc., a company

enGene (Nasdaq: ENGN) Launched as Publicly Traded Genetic Medicines Company Business combination transaction completed with Forbion European Acquisition Corp. Clinical stage biotechnology company with EG-70 lead program in pivotal clinical study targ

Exhibit 99.1 enGene (Nasdaq: ENGN) Launched as Publicly Traded Genetic Medicines Company Business combination transaction completed with Forbion European Acquisition Corp. Clinical stage biotechnology company with EG-70 lead program in pivotal clinical study targeting BCG-unresponsive non-muscle invasive bladder cancer (NMIBC) $138M in gross proceeds from transaction to support advancement of EG-7

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.1 Execution Version REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”), dated effective as of October 31, 2023 (the “Effective Date”), is made by and among enGene Holdings Inc., a company incorporated under the laws of Canada that intends to continue to a company governed by the Business Corporations Act (British Columbia) (the “Company”), Forbion Europe

KYG3619H1020 / Forbion European Acquisition Corp. / Feis Lawrence Michael - SCHEDULE 13-G/A Passive Investment

Schedule 13G OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from          to         . Commission file number:001-4114

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2023 FORBION EUROPEAN ACQUISITION CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2023 FORBION EUROPEAN A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2023 FORBION EUROPEAN ACQUISITION CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material Pursuant to § 240.

KYG3619H1020 / Forbion European Acquisition Corp. / Sculptor Capital LP - SC 13G Passive Investment

SC 13G 1 d449835dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Forbion European Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G3619H102 (CUSIP Number) October 3, 2023 (Date of Event Which Requires Filing of this

KYG3619H1020 / Forbion European Acquisition Corp. / Feis Lawrence Michael - SCHEDULE 13G Passive Investment

SC 13G 1 lfsc13g.htm SCHEDULE 13G OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number:3235-0145 Expires:Febuary 28, 2009 Estimated average burden hours per response ....10.4 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. )* Forbion European Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $ 0.0001 (Title of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15, 2023 (September 15, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15, 2023 (September 15, 2023) FORBION EUROPEAN ACQUISITION CORP.

Disclaimers Disclaimer This investor presentation (this “Presentation”) is being made in connection with a potential business combination (the “Business Combination”) between Forbion European Acquisition Corp. (“FEAC”) and enGene, Inc. (“enGene”). Le

Exhibit 99.1 Corporate Presentation September 2023 Disclaimers Disclaimer This investor presentation (this “Presentation”) is being made in connection with a potential business combination (the “Business Combination”) between Forbion European Acquisition Corp. (“FEAC”) and enGene, Inc. (“enGene”). Leerink Partners LLC ( Leerink ) is acting as lead capital markets advisor to FEAC and UBS Securities

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15, 2023 (September 15, 2023) FORBION EUROPEAN ACQUISITION CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2023 (September 13, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2023 (September 13, 2023) FORBION EUROPEAN ACQUISITION CORP.

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2023 (September 13, 2023) FORBION EUROPEAN ACQUISITION CORP.

Working Capital Promissory Note dated September 13, 2023, issued by Forbion European Acquisition Corp. to Forbion Growth Sponsor FEAC I B.V.

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH

Extension Promissory Note dated September 13, 2023, issued by Forbion European Acquisition Corp. to Forbion Growth Sponsor FEAC I B.V.

Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-41148 F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2023 (July 28, 2023) FORBI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2023 (July 28, 2023) FORBION EUROPEAN ACQUISITION CORP.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2023 (July 28, 2023) FORBION EUROPEAN ACQUISITION CORP.

enGene: organ-localized non-viral gene therapies for mucosal tissues Mucosal tissues are Mucosal tissues are attractive underserved by gene therapy target tissues for gene therapy: 1. Ease of accessibility Nasopharynx Carcinoma 2. Mucosal epithelium

Exhibit 99.1 DEVELOPMENT OF A NON-VIRAL GENE THERAPY PLATFORM FOR MUCOSAL TISSUES enGene Controlled Release Society 2023 Meeting and Expo Las Vegas, July 2023 enGene: organ-localized non-viral gene therapies for mucosal tissues Mucosal tissues are Mucosal tissues are attractive underserved by gene therapy target tissues for gene therapy: 1. Ease of accessibility Nasopharynx Carcinoma 2. Mucosal ep

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2023 (June 6, 2023) FORBION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2023 (June 6, 2023) FORBION EUROPEAN ACQUISITION CORP.

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2023 (June 6, 2023) FORBION EUROPEAN ACQUISITION CORP.

Extension Promissory Note dated June 6, 2023, issued by Forbion European Acquisition Corp. to Forbion Growth Sponsor FEAC I B.V.

EX-10.2 Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE

Working Capital Promissory Note dated June 6, 2023, issued by Forbion European Acquisition Corp. to Forbion Growth Sponsor FEAC I B.V.

EX-10.1 Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE

Business Combination Agreement, dated May 16, 2023, by and among FEAC, enGene and Newco

EX-2.1 Exhibit 2.1 Execution Version MAY 16, 2023 FORBION EUROPEAN ACQUISITION CORP. and ENGENE INC. and ENGENE HOLDINGS INC. Business Combination Agreement TABLE OF CONTENTS PAGE 1. Certain Definitions 8 1.1 Definitions 8 1.2 Construction; Interpretation 36 2. Business Combination 38 2.1 The Arrangement 38 2.2 The Interim Order 38 2.3 The Company Shareholders Meeting 39 2.4 The Company Informatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2023 (May 17, 2023) FORBI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2023 (May 17, 2023) FORBION EUROPEAN ACQUISITION CORP.

Form of Non-Redemption Agreement

EX-10.7 9 d455771dex107.htm EX-10.7 Exhibit 10.7 Final Form FORM OF NON-REDEMPTION AGREEMENT THIS NON-REDEMPTION AGREEMENT (this “Agreement”) is made and entered into as of May 16th, 2023 by and among Forbion European Acquisition Corp., a Cayman Islands exempted company (“FEAC”), [•], a [•] and a holder of certain FEAC Class A Shares and certain FEAC Public Warrants (as defined below) (the “FEAC S

Form of Subscription Agreement

EX-10.5 Exhibit 10.5 Final Form FORM OF SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 16th day of May 2023, by and between Forbion European Acquisition Corp., a Cayman Islands exempted company (“FEAC”), enGene Holdings Inc., a company incorporated under the laws of Canada (“Newco”) and the undersigned (“Subscriber” or “you”). Defined terms

FEAC Voting Agreement, dated May 16, 2023, by and among, the Sponsor Parties, enGene and New enGene (incorporated by reference to Exhibit 10.4 of FEAC’s Form 8-K/A (No. 001-41148) filed with the SEC on May 22, 2023.

EX-10.4 Exhibit 10.4 Execution Version FEAC VOTING AGREEMENT This FEAC Voting Agreement (this “Agreement”) is made as of May 16, 2023, by and among Forbion European Acquisition Corp., a Cayman Islands exempted company (“FEAC”), Forbion Growth Sponsor FEAC I B.V., a Dutch private limited liability company (“Sponsor”), Forbion Growth Opportunities Fund I Cooperatief U.A., a cooperative association (

Form of Subscription Agreement Side Letter Agreement

EX-10.6 Exhibit 10.6 Final Form FORM OF SUBSCRIPTION AGREEMENT SIDE LETTER THIS SUBSCRIPTION AGREEMENT SIDE LETTER (this “Agreement”) is made and entered into as of May 16th, 2023 by and between Forbion European Acquisition Corp., a Cayman Islands exempted company (“FEAC”), enGene Holdings Inc., a company incorporated under the laws of Canada (“Newco”) and [•] (the “Investor”). Each of the FEAC, N

Sponsor and Insiders Letter Agreement, dated May 16, 2023, by and among FEAC, the Sponsor, Forbion Growth Opportunities Fund I Cooperatief U.A., enGene, Newco and the other parties named therein

EX-10.1 Exhibit 10.1 Execution Version SPONSOR AND INSIDERS LETTER AGREEMENT This Sponsor and Insiders Letter Agreement (the “Agreement”) is made as of May 16th, 2023, by and among enGene Inc., a corporation incorporated under the laws of Canada (“enGene”), enGene Holdings Inc., a company incorporated under the laws of Canada that intends to continue to a company governed by the Business Corporati

Form of enGene Lock-Up Agreement

EX-10.3 Exhibit 10.3 Final Form LOCK-UP AGREEMENT This Lock-Up Agreement (the “Agreement”) is made as May 16, 2023, by and among enGene Inc., a company incorporated under the laws of Canada (“enGene”), enGene Holdings Inc., a company incorporated under the laws of Canada that intends to continue to a company governed by the Business Corporations Act (British Columbia) (the “Company”), each of the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2023 (May 17, 2023) FORBI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2023 (May 17, 2023) FORBION EUROPEAN ACQUISITION CORP.

Form of enGene Voting Agreement

EX-10.2 Exhibit 10.2 Final Form ENGENE VOTING AGREEMENT This enGene Voting Agreement (this “Agreement”) is made as of May 16, 2023, by and among enGene Holdings Inc., a company incorporated under the laws of Canada that intends to continue to a company governed by the Business Corporations Act (British Columbia) (the “Company”), Forbion European Acquisition Corp., a Cayman Islands exempted company

Form of Registration Rights Agreement

EX-10.8 Exhibit 10.8 Final Form REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”), dated effective as of [•], 2023 (the “Effective Date”), is made by and among enGene Holdings Inc., a company incorporated under the laws of Canada that intends to continue to a company governed by the Business Corporations Act (British Columbia) (the “Company”), Forbion European Acq

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): M ay 17, 2023 (May 17, 2023) FORBIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): M ay 17, 2023 (May 17, 2023) FORBION EUROPEAN ACQUISITION CORP.

enGene, Inc. and Forbion European Acquisition Corp. (“FEAC”, Nasdaq: FRBN) Announce Business Combination Agreement to Create Nasdaq-Listed Biotechnology Company Developing Next-Generation Non-Viral, Locally Administered Gene Therapies

EX-99.1 Exhibit 99.1 enGene, Inc. and Forbion European Acquisition Corp. (“FEAC”, Nasdaq: FRBN) Announce Business Combination Agreement to Create Nasdaq-Listed Biotechnology Company Developing Next-Generation Non-Viral, Locally Administered Gene Therapies • Leading institutional investors commit $135 million USD in transaction financing, anchored by FEAC’s sponsor, Forbion Growth Sponsor FEAC I B.

Disclaimers Disclaimer This investor presentation (this “Presentation”) is being made in connection with a potential business combination (the “Business Combination”) between Forbion European Acquisition Corp. (“FEAC”) and enGene, Inc. (“enGene”) to

EX-99.2 Exhibit 99.2 enGene Corporate Presentation MAY 17, 2023 Disclaimers Disclaimer This investor presentation (this “Presentation”) is being made in connection with a potential business combination (the “Business Combination”) between Forbion European Acquisition Corp. (“FEAC”) and enGene, Inc. (“enGene”) to a limited number of parties who may be interested in acquiring securities of FEAC (the

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2023 (May 17, 2023) FORBION EUROPEAN ACQUISITION CORP.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A Amendment No.

Correction Filing dated May 3, 2023 to Forbion European Acquisition Corp.’s Amended and Restated Memorandum and Articles of Association initially filed with the Registry on December 9, 2021.

EX-3.1 Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman Forbion European Acquisition Corp. (ROC #379496) (the “Company”) TAKE NOTICE that by written resolution of the sole shareholder of the Company dated 8 December 2021, the following special resolution was passed: 1 Adoption of Amended and Restated Memorandum and Articles of Associat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number : 001-41148

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PUR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-4

Description of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.

EX-4.1 Exhibit 4.1 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, As Amended The following description sets forth certain material terms and provisions of the securities of Forbion European Acquisition Corp. (“we,” “us” or “our”) that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The fol

Promissory Note dated March 24, 2023, issued by Forbion European Acquisition Corp. to Forbion Growth Sponsor FEAC I B.V.

EX-10.1 Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2023 (March 24, 2023) FOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2023 (March 24, 2023) FORBION EUROPEAN ACQUISITION CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 2) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSIT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 2) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 2) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 2) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 2) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 2) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission f

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 2) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 20

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 2) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to FORB

KYG3619H1020 / Forbion European Acquisition Corp. / CITADEL ADVISORS LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm233236-15sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* Forbion European Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 pe

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CORRESP 1 filename1.htm Leo Borchardt +44 20 7418 1334 [email protected] davispolk.com Davis Polk & Wardwell London LLP 5 Aldermanbury Square London EC2V 7HR February 9, 2023 Re: Forbion European Acquisition Corp. Form 10-K for the year ended December 31, 2021 Amendment No. 1 to Form 10-Q for the quarterly period ended September 30, 2022 File No. 001-41148 Ms. Jennifer Monick Mr. Eric Mc

KYG3619H1020 / Forbion European Acquisition Corp. / HIGHBRIDGE CAPITAL MANAGEMENT LLC - FORBION EUROPEAN ACQUISITION CORP. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Forbion European Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G3619H102 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box to desig

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CORRESP 1 filename1.htm Leo Borchardt +44 20 7418 1334 [email protected] davispolk.com Davis Polk & Wardwell London LLP 5 Aldermanbury Square London EC2V 7HR January 23, 2023 Re: Forbion European Acquisition Corp. Form 10-K for the year ended December 31, 2021 Form 10-Q for the quarterly period ended September 30, 2022 Response dated December 29, 2022 File No. 001-41148 Ms. Jennifer Moni

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 O

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE AC T OF 1934 For the quarterly period ended June 30, 2022 O

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE AC T OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 20

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to C

Warrant Memo

CORRESP 1 filename1.htm Leo Borchardt +44 20 7418 1334 [email protected] davispolk.com Davis Polk & Wardwell London LLP 5 Aldermanbury Square London EC2V 7HR December 29, 2022 Re: Forbion European Acquisition Corp. Form 10-K for the year ended December 31, 2021 Filed April 14, 2022 Form 10-Q for the quarterly period ended September 30, 2022 Filed November 10, 2022 File No. 001-41148 Ms.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-411

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-41148 FO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-41148 F

Description of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.

Exhibit 4.1 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, As Amended The following description sets forth certain material terms and provisions of the securities of Forbion European Acquisition Corp. (?we,? ?us? or ?our?) that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?). The following

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-41148 FORBION EUROP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-41148 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-41148 NOTIFICATION OF LATE FILING (Check one): x Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: December 31, 2021 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form

Joint Filing Agreement, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.*

Exhibit 99.1 Joint Filing Agreement The undersigned hereby agree that they are filing jointly pursuant to Rule 13-d-1(k)(1) of the Securities Exchange Act of 1934, as amended, a statement on Schedule 13D (including amendments thereto) with respect to the Class A Ordinary Shares of Forbion European Acquisition Corp and further agree that this joint filing agreement be included as an exhibit to this

CITADEL ADVISORS LLC - FORBION EUROPEAN ACQUISITION CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* Forbion European Acquisition Corp. (Name of Issuer) Class A ordinary shares, $0.0001 par value per share (the “Shares”) (Title of Class of

FRBN / Forbion European Acquisition Corp - Class A / Forbion Growth Sponsor FEAC I B.V. - FORM SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D* (Rule 13d-101) INFORMATION INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) FORBION EUROPEAN ACQUISITION CORP. (Name of Issuer) Class A Ordinary Shares, $0.0001 par value (Title of Class of Securities) G3619H 102 (CUSIP Number) Forbion Growth Sponsor FE

CALAMOS INVESTMENT TRUST/IL - SC 13G

SC 13G 1 tm225488d14sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Forbion European Acquisition Corp (Name of Issuer) Class A (Title of Class of Securities) G3619H128 (CUSIP Number) 12/31/2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa

Forbion European Acquisition Corp. Announces the Separate Trading of its Class A Common Stock and Warrants Commencing February 1, 2022

Exhibit 99.1 FOR IMMEDIATE RELEASE Forbion European Acquisition Corp. Announces the Separate Trading of its Class A Common Stock and Warrants Commencing February 1, 2022 Naarden, The Netherlands, February 1, 2022 ? Forbion European Acquisition Corp. (the ?Company?) today announced that, commencing February 1, 2022, holders of the units sold in the Company?s initial public offering of 12,650,000 un

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2022 FORBION EUROPEAN ACQUISITION CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to FORBION EUROPEAN ACQUISI

CITADEL ADVISORS LLC - FORBION EUROPEAN ACQUISITION CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. )* Forbion European Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G361

JOINT FILING AGREEMENT

EX-99.1 2 tm2136372d2ex99-1.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A ordinary shares of Forbion European Acquisition Corp., a Cayman Islands exempted company, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13

Financial Statements and Exhibits, Other Events

8-K 1 d276089d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2021 (December 14, 2021) FORBION EUROPEAN ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41148 N/A (St

INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Financial Statement: Balance Sheet as of December 14, 2021 F-3 Notes to Financial Statement F-4

EX-99.1 2 d276089dex991.htm EX-99.1 Exhibit 99.1 INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Financial Statement: Balance Sheet as of December 14, 2021 F-3 Notes to Financial Statement F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Forbion European Acquisition Corp. Opinion on the Financial

Saba Capital Management, L.P. - FORM SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Forbion European Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G3619H128 (CUSIP Number) December 10, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2021 FORBION EUROPEAN ACQUISITION CORP.

Warrant Agreement, dated December 9, 2021, between FEAC and Continental Stock Transfer & Trust Company, as warrant agent (incorporated herein by reference to Exhibit 4.1 of FEAC’s Current Report on Form 8-K filed with the SEC on December 14, 2021).

Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of December 9, 2021, is by and between Forbion European Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant Agent,? and also referred to herein as the ?Transfer Agent?). WHEREAS,

Indemnity Agreement, dated December 9, 2021, between the Company and Wouter Joustra.

Exhibit 10.9 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of December 9, 2021, by and between FORBION EUROPEAN ACQUISITION CORP., a Cayman Islands exempted company (the ?Company?), and Wouter Joustra (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities un

Indemnity Agreement, dated December 9, 2021, between the Company and Ton Logtenberg.

Exhibit 10.12 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of December 9, 2021, by and between FORBION EUROPEAN ACQUISITION CORP., a Cayman Islands exempted company (the ?Company?), and Ton Logtenberg (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities u

2

EX-99.1 19 d251150dex991.htm EX-99.1 Exhibit 99.1 Forbion European Acquisition Corp. Announces Pricing of $110 Million Initial Public Offering NAARDEN, THE NETHERLANDS, December 9, 2021 (PRNewswire) — Forbion European Acquisition Corp. (the “Company”) today announced the pricing of its initial public offering of 11,000,000 units at a price of $10.00 per unit. The units are expected to be listed fo

Indemnity Agreement, dated December 9, 2021, between the Company and Sander Slootweg.

EX-10.8 12 d251150dex108.htm EX-10.8 Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 9, 2021, by and between FORBION EUROPEAN ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), and Sander Slootweg (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directo

Letter Agreement, dated December 9, 2021, among the Company and its officers and directors and the sponsor (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 14, 2021)

Exhibit 10.1 December 9, 2021 Forbion European Acquisition Corp. 4001 Kennett Pike, Suite 302 Wilmington, Delaware 19807 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Forbion European Acquisition Corp., a Cayman Islands exempte

Amended and Restated Memorandum and Articles of Association.

EX-3.1 3 d251150dex31.htm EX-3.1 Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF FORBION EUROPEAN ACQUISITION CORP. (ADOPTED BY SPECIAL RESOLUTION DATED 8 DECEMBER 2021 AND EFFECTIVE ON 9 DECEMBER 2021) Filed: 09-Dec-2021 11:12 EST www.verify.gov.ky File#: 379496 Auth Code: J40807318836 THE CO

Financial Statements and Exhibits, Other Events

8-K 1 d251150d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2021 (December 9, 2021) FORBION EUROPEAN ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41148 N/A (Sta

Indemnity Agreement, dated December 9, 2021, between the Company and Philip Astley-Sparke.

Exhibit 10.10 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 9, 2021, by and between FORBION EUROPEAN ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), and Philip Astley-Sparke (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capaci

Underwriting Agreement, dated December 9, 2021, between the Company, UBS Securities LLC and Kempen & Co. USA, Inc.

EX-1.1 2 d251150dex11.htm EX-1.1 Exhibit 1.1 FORBION EUROPEAN ACQUISITION CORP. 11,000,000 Units Underwriting Agreement December 9, 2021 UBS Securities LLC Kempen & Co. USA, Inc. As Representatives of the several Underwriters listed in Schedule 1 hereto c/o UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 c/o Kempen & Co. USA, Inc. 880 Third Avenue, 17th Floor New York, New

Private Placement Warrants Purchase Agreement, dated December 9, 2021, by and between FEAC and the Company and the Sponsor (incorporated by reference to Exhibit 10.4 to FEAC’s Current Report on Form 8-K filed on December 14, 2021).

EX-10.4 8 d251150dex104.htm EX-10.4 Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December 9, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Forbion European Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Forbion Growth Sponsor FEAC I B.V., a Dutc

Forward Purchase Agreement between the Company and Forbion Growth Sponsor FEAC I B.V. (incorporated herein by reference to Exhibit 10.14 of the Company’s Current Report on Form 8-K filed with the SEC on December 14, 2021)

Exhibit 10.14 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this ?Agreement?) is entered into as of December 9, 2021, between Forbion European Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Forbion Growth Sponsor FEAC I B.V., a Dutch private limited liability company (the ?Purchaser?). RECITALS WHEREAS, the Company was formed for the purpose of effecting a

Registration Rights Agreement, dated December 9, 2021, between the Company and certain security holders (incorporated herein by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on December 14, 2021)

Exhibit 10.3 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of December 9, 2021, is made and entered into by and among Forbion European Acquisition Corp., a Cayman Islands exempted company (the ?Company?), Forbion Growth Sponsor FEAC I B.V., a Dutch private limited liability company (the ?Sponsor?), and each of the unde

Indemnity Agreement, dated December 9, 2021, between the Company and Hilde Steineger.

Exhibit 10.11 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of December 9, 2021, by and between FORBION EUROPEAN ACQUISITION CORP., a Cayman Islands exempted company (the ?Company?), and Hilde Steineger (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities

Indemnity Agreement, dated December 9, 2021, between the Company and Cyril Lesser.

Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of December 9, 2021, by and between FORBION EUROPEAN ACQUISITION CORP., a Cayman Islands exempted company (the ?Company?), and Cyril Lesser (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unle

Indemnity Agreement, dated December 9, 2021, between the Company and Jasper Bos.

EX-10.6 10 d251150dex106.htm EX-10.6 Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 9, 2021, by and between FORBION EUROPEAN ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), and Jasper Bos (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, o

Administrative Services Agreement, dated December 9, 2021, between the Company and Forbion Growth Sponsor FEAC I B.V.

Exhibit 10.5 FORBION EUROPEAN ACQUISITION CORP. 4001 Kennett Pike, Suite 302 Wilmington, Delaware 19807 December 9, 2021 Forbion Growth Sponsor FEAC I B.V. 4001 Kennett Pike, Suite 302 Wilmington, Delaware 19807 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) by and between Forbion European Acquisition Corp. (the “Company”) and Forbion Growth Sp

Investment Management Trust Agreement, dated December 9, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on December 14, 2021)

EX-10.2 6 d251150dex102.htm EX-10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 9, 2021 by and between Forbion European Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company

Forward Purchase Agreement between the Company and Forbion Growth Sponsor FEAC I B.V. (incorporated herein by reference to Exhibit 10.13 of the Company’s Current Report on Form 8-K filed with the SEC on December 14, 2021)

EX-10.13 17 d251150dex1013.htm EX-10.13 Exhibit 10.13 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this “Agreement”) is entered into as of December 9, 2021, between Forbion European Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Forbion Growth Sponsor FEAC I B.V., a Dutch private limited liability company (the “Purchaser”). RECITALS WHEREAS, the Company wa

Joint Book-Running Managers UBS Investment Bank Kempen & Co The date of this prospectus is December 9, 2021

Table of Contents Filed pursuant to Rule 424(b)(4) Registration No. 333-261308 PROSPECTUS Forbion European Acquisition Corp. $110,000,000 11,000,000 Units Forbion European Acquisition Corp. is a newly incorporated blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar

As filed with the Securities and Exchange Commission on December 9, 2021

As filed with the Securities and Exchange Commission on December 9, 2021 No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Forbion European Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organization) (Pri

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 FORBION EUROPEAN ACQUISITION CORP. (Exact Name

8-A12B 1 d232339d8a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 FORBION EUROPEAN ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/A (State of Incorporation or Organization) (I.R.S. Emplo

Forbion European Acquisition Corp. 4001 Kennett Pike, Suite 302 Wilmington, Delaware 19807

Forbion European Acquisition Corp. 4001 Kennett Pike, Suite 302 Wilmington, Delaware 19807 December 7, 2021 Office of Real Estate and Construction United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Ms. Babette Cooper Mr. Wilson Lee Ms. Catherine De Lorenzo Ms. Pam Howell Re: Forbion European Acquisition Corp. Registratio

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CORRESP 1 filename1.htm December 7, 2021 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Ms. Babette Cooper Mr. Wilson Lee Ms. Catherine De Lorenzo Ms. Pam Howell Re: Forbion European Acquisition Corp. Registration Statement on Form S-1 File No. 333-261308 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rule

Specimen Warrant Certificate.*

Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW FORBION EUROPEAN ACQUISITION CORP. Incorporated Under the Laws of the Cayman Islands CUSIP [•] Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the reg

Specimen Class A Ordinary Share Certificate.*

Exhibit 4.2 NUMBER SHARES C- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP FORBION EUROPEAN ACQUISITION CORP. CLASS A ORDINARY SHARES THIS CERTIFIES THAT is the owner of Class A ordinary shares, par value $0.0001 per share (each, a ?Class A Ordinary Share?), of Forbion European Acquisition Corp., a Cayman Islands exempted company (the ?Company?), transferable on the books of the Company in person or b

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021 by and between Forbion European Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No

Forward Purchase Agreement between the Company and Forbion Growth Sponsor FEAC I B.V. (incorporated herein by reference to Exhibit 10.14 of the Company’s Current Report on Form 8-K filed with the SEC on December 14, 2021)

Exhibit 10.11 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this “Agreement”) is entered into as of [•], 2021, between Forbion European Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [•] (the “Purchaser”). RECITALS WHEREAS, the Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization

Form of Registration and Shareholder Rights Agreement among the Registrant and the Sponsor.*

Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among Forbion European Acquisition Corp., a Cayman Islands exempted company (the “Company”), Forbion Growth Sponsor FEAC I B.V., a Dutch private limited liability company (the “Sponsor”), and each of the undersigned pa

Form of Administrative Services Agreement between the Registrant and the Sponsor.*

Exhibit 10.5 FORBION EUROPEAN ACQUISITION CORP. 4001 Kennett Pike, Suite 302 Wilmington, Delaware 19807 [?], 2021 Forbion Growth Sponsor FEAC I B.V. 4001 Kennett Pike, Suite 302 Wilmington, Delaware 19807 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this ?Agreement?) by and between Forbion European Acquisition Corp. (the ?Company?) and Forbion Growth Sponsor F

Forward Purchase Agreement between the Company and Forbion Growth Sponsor FEAC I B.V. (incorporated herein by reference to Exhibit 10.13 of the Company’s Current Report on Form 8-K filed with the SEC on December 14, 2021)

Exhibit 10.10 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this “Agreement”) is entered into as of [•], 2021, between Forbion European Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [•] (the “Purchaser”). RECITALS WHEREAS, the Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization

Form of Underwriting Agreement.*

Exhibit 1.1 FORBION EUROPEAN ACQUISITION CORP. 10,000,000 Units Underwriting Agreement [•], 2021 UBS Securities LLC Kempen & Co. USA, Inc. As Representatives of the several Underwriters listed in Schedule 1 hereto c/o UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 c/o Kempen & Co. USA, Inc. 880 Third Avenue, 17th Floor New York, New York 10022 Ladies and Gentlemen: Forbion

Consent of Hilde Steineger.*

EX-99.5 26 d221107dex995.htm EX-99.5 Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Forbion European Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nom

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2021, is by and between Forbion European Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”). WHEREAS, the Com

Specimen Unit Certificate.*

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP FORBION EUROPEAN ACQUISITION CORP. UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE, ONE-THIRD OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units of Forbion European Acquisition Corp., a Cayman Islands exempted company (the ?Company?),

Form of Code of Ethics and Business Conduct.*

Exhibit 14.1 Forbion European Acquisition Corp. Code of Ethics Adopted , 2021 Introduction This Code of Ethics (?Code?) has been adopted by the Board of Directors (the ?Board?) of Forbion European Acquisition Corp. (together with its subsidiaries, the ?Company?) and summarizes the standards that must guide our actions. While covering a wide range of business practices and procedures, these standar

Consent of Wouter Joustra.*

Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Forbion European Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of For

Securities Purchase Agreement between Forbion Growth Sponsor FEAC I B.V., Forbion European Sponsor LLP and the Company (incorporated herein by reference to Exhibit 10.7 of the Company’s Registration Statement on Form S-1 (File No. 333-261308) filed with the SEC on November 23, 2021)

Exhibit 10.7 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?), effective as of November 23, 2021, is made and entered into by and between Forbion European Sponsor LLP, a Cayman Islands limited liability partnership (the ?Seller?), Forbion Growth Sponsor FEAC I B.V., a Dutch private limited liability company (the ?Buyer?), and Forbion European Acquisition Corp., a

Promissory Note, dated as of August 12, 2021, between the Registrant and Forbion European Sponsor LLP.*

Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Form of Letter Agreement between the Registrant, the Sponsor and each director and executive officer of the Registrant.*

Exhibit 10.8 , 2021 Forbion European Acquisition Corp. 4001 Kennett Pike, Suite 302 Wilmington, Delaware 19807 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Forbion European Acquisition Corp., a Cayman Islands exempted company

As filed with the U.S. Securities and Exchange Commission on November 23, 2021

S-1 1 d221107ds1.htm S-1 Table of Contents As filed with the U.S. Securities and Exchange Commission on November 23, 2021 No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Forbion European Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 6770 N/A (State or Other Ju

Form of Indemnity Agreement.*

Exhibit 10.4 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of , 2021, by and between FORBION EUROPEAN ACQUISITION CORP., a Cayman Islands exempted company (the ?Company?), and (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are pro

Consent of Ton Logtenberg.*

EX-99.6 27 d221107dex996.htm EX-99.6 Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Forbion European Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nom

Form of Private Placement Warrant Purchase Agreement between the Registrant and the Sponsor.*

Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Forbion European Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Forbion Growth Sponsor FEAC I B.V., a Dutch private limited liability company (the ?Purc

Memorandum and Articles of Association.*

Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF FORBION EUROPEAN ACQUISITION CORP. Auth Code: F55115778188 www.verify.gov.ky THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF FORBION EUROPEAN ACQUISITION CORP. 1 The name of the Company is Forbion European A

Form of Amended and Restated Memorandum and Articles of Association.*

Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF FORBION EUROPEAN ACQUISITION CORP. (ADOPTED BY SPECIAL RESOLUTION DATED [ ] 2021 AND EFFECTIVE ON [ ] 2021) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF FORBION E

Leo Borchardt

Leo Borchardt +44 20 7418 1334 [email protected] davispolk.com Davis Polk & Wardwell London LLP 5 Aldermanbury Square London EC2V 7HR CONFIDENTIAL November 23, 2021 Re: Forbion European Acquisition Corp. Draft Registration Statement on Form S-1 Submitted September 3, 2021 CIK No. 0001874495 Ms. Babette Cooper Mr. Wilson Lee Ms. Catherine De Lorenzo Ms. Pam Howell Office of Real Estate an

Consent of Sander Slootweg.*

Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Forbion European Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of For

Consent of Philip Astley-Sparke.*

Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Forbion European Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of For

This is a confidential draft submission to the U.S. Securities and Exchange Commission on September 3, 2021 and is not being filed under the Securities Act of 1933, as amended.

DRS 1 filename1.htm Table of Contents This is a confidential draft submission to the U.S. Securities and Exchange Commission on September 3, 2021 and is not being filed under the Securities Act of 1933, as amended. No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Forbion European Acquisition Corp. (Exa