Cover Page
Cover Page | 3 Months Ended |
Jul. 31, 2023 | |
Document Information [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | enGene Holdings Inc. |
Entity Central Index Key | 0001980845 |
Entity Incorporation, State or Country Code | A1 |
Entity Primary SIC Number | 2836 |
Entity Tax Identification Number | 00-0000000 |
Entity Address, Address Line One | 4868 Rue Levy |
Entity Address, Address Line Two | Suite 220 |
Entity Address, City or Town | Saint-Laurent |
Entity Address, State or Province | QC |
Entity Address, Postal Zip Code | H4R 2P1 |
City Area Code | 514 |
Local Phone Number | 332-4888 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | true |
Business Contact [Member] | |
Document Information [Line Items] | |
Entity Address, Address Line One | 155 Federal Street |
Entity Address, Address Line Two | Suite 700 |
Entity Address, City or Town | Boston |
Entity Address, State or Province | MA |
Entity Address, Postal Zip Code | 02110 |
Balance Sheet
Balance Sheet | Jul. 31, 2023 USD ($) |
Current assets: | |
Cash | $ 7 |
Total assets | 7 |
Current liabilities: | |
Accrued expenses | $ 29,830 |
Other Liability, Current, Related Party, Type [Extensible Enumeration] | Related Party [Member] |
Due to related party | $ 42,660 |
Total liabilities | 72,490 |
Redeemable Class B common shares, no par value; unlimited shares authorized, 10 shares issued and outstanding, redemption amount of $7 | 7 |
Shareholder's deficit: | |
Class A common shares, no par value; unlimited shares authorized, no shares issued and outstanding | |
Accumulated deficit | (72,490) |
Total shareholder's deficit | (72,490) |
Total liabilities and shareholder's deficit | $ 7 |
Balance Sheet (Parenthetical)
Balance Sheet (Parenthetical) | 3 Months Ended |
Jul. 31, 2023 USD ($) $ / shares shares | |
Class B common shares [Member] | |
Temporary equity no par value | $ / shares | $ 0 |
Temporary equity shares authorized unlimited | unlimited |
Temporary equity shares issued | 10 |
Temporary equity shares outstanding | 10 |
Temporary equity aggregate amount of redemption requirement | $ | $ 7 |
Class A common shares [Member] | |
Common stock no par value | $ / shares | $ 0 |
Common stock shares authorized unlimited | Unlimited |
Common stock shares issued | 0 |
Common stock shares outstanding | 0 |
Statement of Operations and Com
Statement of Operations and Comprehensive Loss | 3 Months Ended |
Jul. 31, 2023 USD ($) $ / shares shares | |
Operating expenses: | |
General and administrative | $ 72,096 |
Loss from operations | (72,096) |
Other expense, net | |
Foreign currency losses | 394 |
Total other expense, net | 394 |
Net loss and comprehensive loss | $ 72,490 |
Net loss per share of common shares, basic | $ / shares | $ 7,249 |
Net loss per share of common shares, diluted | $ / shares | $ 7,249 |
Weighted-average common shares outstanding, basic | shares | 10 |
Weighted-average common shares outstanding, diluted | shares | 10 |
Statement of Redeemable Common
Statement of Redeemable Common Shares and Shareholder's Deficit - 3 months ended Jul. 31, 2023 - USD ($) | Total | Accumulated Deficit [Member] | Class B Common Shares [Member] | Class B Common Shares [Member] Redeemable [Member] |
Beginning balance (in shares) at Apr. 23, 2023 | ||||
Beginning balance at Apr. 23, 2023 | ||||
Beginning balance at Apr. 23, 2023 | ||||
Class of Stock [Line Items] | ||||
Issuance of Redeemable Class B Common Shares (in shares) | 10 | |||
Issuance of Redeemable Class B Common Shares | $ 7 | |||
Net loss | (72,490) | (72,490) | ||
Ending balance (in shares) at Jul. 31, 2023 | 10 | 10 | ||
Ending balance at Jul. 31, 2023 | $ 7 | |||
Ending balance at Jul. 31, 2023 | $ (72,490) | $ (72,490) |
Statement of Cash Flows
Statement of Cash Flows | 3 Months Ended |
Jul. 31, 2023 USD ($) | |
Cash Flows from operating activities: | |
Net loss | $ 72,490 |
Adjustments to reconcile net loss to net cash used in operating activities | |
Unrealized foreign currency losses | (394) |
Changes in operating assets and liabilities: | |
Accrued expenses | (29,436) |
Due to related party | (42,660) |
Net cash used in operating activities | 0 |
Investing activities | |
Net cash used in investing activities | 0 |
Financing activities | |
Proceeds from issuance of redeemable Class B common shares | 7 |
Net cash provided by financing activities | 7 |
Effect of exchange rate changes on cash | 0 |
Net increase in cash | 7 |
Cash at beginning of period | 0 |
Cash at end of period | $ 7 |
Organization
Organization | 3 Months Ended |
Jul. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | 1. Organization enGene Holdings Inc. (the “Company”) was incorporated as 14963148 Canada Inc. under the federal laws of Canada on April 24, 2023 and changed its name to enGene Holdings Inc. on May 9, 2023. The Company was incorporated to facilitate the business combination between enGene Inc. (“enGene”) and Forbion European Acquisition Corp (“FEAC”), a publicly traded special purpose acquisition company pursuant to the Business Combination Agreement (the “BCA”) dated May 16, 2023 among the Company, enGene and FEAC, which is subject to closing conditions. The Company has commitments in connection with the business combination (see below). The Company’s intended business activity is holding the shares of enGene. enGene’s intended businesses activity is the research and development of next generation non-viral, The Company has authorized an unlimited amount of Class A common shares and Class B common shares, with no par value. The holders of the Class A and B Common shares each shall be entitled to receive, subject to the rights of the holders of any other class of shares, any dividend declared by the Corporation in their absolute discretion, in such amount and in such form as the board of directors of the Corporation may from time to time determine. The holders of the Class A and B Common shares each shall be entitled to receive notice of, and to attend, all meetings of the shareholders of the Corporation and shall have one (1) vote for each Common share held. The Company issued ten Class B common shares for an aggregate purchase price of $10 Canadian Dollars (“CAD”) upon incorporation to a single shareholder of the Company, which is converted to $7 United States Dollars (“USD”) using the exchange rate in effect on the date the shares were issued. The Class B common shares are redeemable at the original purchase price of $1.00 CAD per share at the option of the Company or the holder at any time. The Company classifies its redeemable common shares outside of shareholder’s equity within the temporary equity section of the balance sheet as the redemption of such shares is outside the Company’s control. No Class A common shares have been issued as of May 16, 2023. Going Concern The Company’s financial statements have been prepared assuming that the Company will continue as a going concern, which presumes the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the ordinary course of business. The Company has incurred net losses since its inception and requires financing to meet its liabilities. These conditions indicate the existence of a material uncertainty that raise substantial doubt about the Company’s ability to continue as a going concern and, therefore, that it may be unable to realize its assets and discharge its liabilities in the normal course of business. The Company is seeking to complete an equity financing and business combination transaction with a special purpose acquisition company (“SPAC”) (see Business Combination with FEAC and related financing. above). These plans are intended to mitigate the relevant conditions that raise substantial doubt about the Company’s ability to continue as a going concern; however, as the plans are not within the Company’s control, it is not assured that they will be effectively implemented. Business Combination with FEAC and related financing On May 16, 2023, the Company entered into the BCA with enGene and FEAC. Upon closing of the proposed transaction contemplated by the BCA, the Company will be the holding company of enGene and its common shares are expected to be listed on the Nasdaq. On May 16, 2023, the Company, FEAC, and certain investors (the “PIPE Investors”) entered into subscription agreements as amended by certain Side Letter Agreements entered into immediately thereafter, among other things, the PIPE Investors have agreed, subject to the completion of each element of the business combination, to subscribe for and purchase, and FEAC has agreed that it will issue and sell to the PIPE Investors (which obligation will be assumed (the “Assumption”) by the Company, after the completion of the FEAC reorganization and prior to the consummation of the PIPE Financing (as defined below) FEAC Class A shares (the “FEAC Class A Shares”) (or after the Assumption, Class A Common shares of the Company) and warrants to acquire FEAC Class A Shares (or after the Assumption, warrants to acquire Class A Common shares of the Company) for an aggregate purchase price equal to $56.8 million (the “PIPE Financing”). Prior to the execution of the BCA, enGene agreed to certain modifications of existing convertible indebtedness in an aggregate principal amount of $18.4 million, where, among other things, enGene issued warrants to the existing noteholders. Concurrently with the execution and delivery of the BCA, enGene entered into an agreement pursuant to which issued new convertible indebtedness and enGene warrants (i) for cash in an aggregate principal amount of $30.0 million in May and June 2023 and (ii) in repayment of certain outstanding indebtedness in an aggregate principal amount of $8.0 million, which indebtedness was received in April 2023. Such indebtedness will be converted in the transactions to be completed as part of the BCA into that number of common shares of enGene that, when exchanged at the agreed upon exchange ratio, shall equal that number of FEAC Class A Shares (or after the Assumption, Class A Common shares of the Company) that the holders of such convertible notes would have received if they subscribed for FEAC Class A Shares (or after the Assumption, Class A Common shares of the Company) in the PIPE Financing. Effective the day before Closing, the Company will issue to the holders of FEAC Class A Shares and FEAC Class B shares (collectively, the “FEAC Shares”) Class A common shares in the capital of the Company in exchange for such holders’ FEAC Shares. FEAC will thereby become a wholly-owned subsidiary of the Company. The Company will also assume the FEAC Warrants to purchase one FEAC Share, pursuant to a warrant assignment, assumption and amendment agreement to be entered into at closing. The Company will then redeem its Class B common shares held by its sole shareholder for an amount equal to the amount of capital that the sole shareholder of the Company subscribed to. On the date the Closing occurs, enGene will amalgamate with a subsidiary of the Company (“Can Merger Sub”) in accordance with the terms of the plan of arrangement (the “Amalgamation”), and pursuant to the Amalgamation, each share outstanding of Can Merger Sub immediately prior to the Amalgamation shall be exchanged for one common share in the authorized share capital of the amalgamated entity at an agreed upon exchange ratio set out in the in Amalgamation. Additionally, each enGene share and warrant outstanding immediately prior to the Amalgamation will be exchanged for Class A common shares and warrants of the Company at an agreed upon exchange ratio set out in the Amalgamation. Upon the completion of the Amalgamation, enGene will become a wholly owned subsidiary of the Company and the Company will continue from being a corporation under and governed by the Canada Business Corporations Act to a company continued to and governed by the Business Corporation Act (British Columbia). Pursuant to the Business Combination Agreement, as described above, there is a commitment for enGene Holdings Inc. to issue its own common shares and warrants upon the consummation of the Business Combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Jul. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and as amended by Accounting Standards Updates (“ASU’s”) of the Financial Accounting Standards Board (“FASB”). The financial statements are expressed in US dollars. Cash The Company’s cash consists of cash received for the issuance of the Class B redeemable common shares. Foreign Currency Translation The Company maintains its financial statements in the Company’s functional currency, which is the United States Dollar (“USD”). Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Non-monetary Net Loss Per Share Basic net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed using the weighted-average number of common shares outstanding during the period and, if dilutive, the weighted-average number of potential common shares. Accrued expenses Accrued expenses recorded on the Company’s balance sheet represent legal, accounting, and audit fees incurred as part of the formation of the entity and regulatory requirements for the preparation of the Company’s financial statements, which are unpaid as of July 31, 2023. Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements. Under this method, deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts and the tax bases of the assets and liabilities using the enacted tax rates in effect in the years in which the differences are expected to reverse. A valuation allowance against deferred tax assets is recorded if, based on the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company has recorded a valuation allowance against its deferred tax assets as of July 31, 2023 because the Company’s management believes that it is more likely than not that these assets will not be fully realized. The Company accounts for uncertainty in income taxes recognized in the financial statements by applying a two-step more-likely-than-not settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. As of July 31, 2023 no accrued interest or penalties have been recorded. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Jul. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 3. Related Party Transactions The Company is a related party to enGene Inc., as the Company’s sole director is also an executive of enGene Inc. enGene Inc. has paid certain expenses on the Company’s behalf. The amounts owed to enGene Inc. bear no interest, are due on demand and are presented within Due to related party on the Company’s Balance Sheet. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Jul. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 4. Subsequent events The Company has evaluated subsequent events through August 9, 2023, the date these financial statements were or i Subsequent Events after the Original Issuance Date (Unaudited) Subsequent to the original issuance date and to the date of re-issuance, the Company determined the following events require disclosure: On October 31, 2023, the Company, FEAC, and enGene consummated the previously announced business combination (the “Business Combination”) pursuant to the business combination agreement, dated May 16, 2023 (as amended, the “Business Combination Agreement”). As a result of the Business Combination, the Company became a publicly traded company, with enGene, a subsidiary of the Company, continuing the existing business operations. The ordinary shares and warrants of the Company commenced trading on the Nasdaq Global Market under the symbols “ENGN” and “ENGNW,” respectively, on November 1, 2023. The Business Combination has been accounted for as a reverse recapitalization whereby the Company became the successor to enGene. On October 31, 2023, the PIPE Financing was completed in which the Company received approximately $56.9 million in gross proceeds and issued 6,435,441 common shares and 2,702,791 warrants. Upon the consummation of the Business Combination, all of enGene’s redeemable convertible preferred shares outstanding immediately prior to the close were exchanged for enGene’s Common Shares, with no dividends or distributions being declared or paid on enGene’s redeemable convertible preferred shares. Further, certain of enGene’s existing convertible notes were converted into enGene Common Shares at the conversion ratio in place at the time of conversion, and all of enGene’s common shares were exchanged for enGene Common Shares at the Exchange Ratio. A total of enGene Common Shares were issued to enGene’s equity and convertible note holders upon the close of the Business Combination. Each of enGene’s outstanding warrants to purchase common shares were exchanged for enGene Warrants based on the Exchange Ratio. Additionally, there were enGene Common Shares issued to FEAC and its shareholders as part of the Business Combination, along with enGene Warrants to purchase enGene Common Shares . As part of the Business Combination, the Company received gross proceeds of $81.6 million, consisting of cash received from the FEAC trust, net of redemptions of $24.7 million, and $56.9 million, through the PIPE Financing. On October 31, 2023, Newco received net proceeds of approximately $57.4 million after payment in cash of transaction costs from the gross proceeds on closing. On October 31, 2023, upon completion of the Business Combination, the enGene Holdings Inc. 2023 Incentive E u t |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Jul. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and as amended by Accounting Standards Updates (“ASU’s”) of the Financial Accounting Standards Board (“FASB”). The financial statements are expressed in US dollars. |
Cash | Cash The Company’s cash consists of cash received for the issuance of the Class B redeemable common shares. |
Foreign Currency Translation | Foreign Currency Translation The Company maintains its financial statements in the Company’s functional currency, which is the United States Dollar (“USD”). Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Non-monetary |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed using the weighted-average number of common shares outstanding during the period and, if dilutive, the weighted-average number of potential common shares. |
Accrued expenses | Accrued expenses Accrued expenses recorded on the Company’s balance sheet represent legal, accounting, and audit fees incurred as part of the formation of the entity and regulatory requirements for the preparation of the Company’s financial statements, which are unpaid as of July 31, 2023. |
Income Taxes | Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements. Under this method, deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts and the tax bases of the assets and liabilities using the enacted tax rates in effect in the years in which the differences are expected to reverse. A valuation allowance against deferred tax assets is recorded if, based on the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company has recorded a valuation allowance against its deferred tax assets as of July 31, 2023 because the Company’s management believes that it is more likely than not that these assets will not be fully realized. The Company accounts for uncertainty in income taxes recognized in the financial statements by applying a two-step more-likely-than-not settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. As of July 31, 2023 no accrued interest or penalties have been recorded. |
Organization - Additional Infor
Organization - Additional Information (Detail) | 2 Months Ended | 3 Months Ended | |||
Jun. 30, 2023 USD ($) | Jul. 31, 2023 CAD ($) vote shares | Jul. 31, 2023 USD ($) $ / shares shares | Jul. 31, 2023 $ / shares | May 16, 2023 USD ($) shares | |
Nature of Operations [Line Items] | |||||
Date of incorporation | Apr. 24, 2023 | ||||
Class A common shares [Member] | |||||
Nature of Operations [Line Items] | |||||
Common stock no par value | $ / shares | $ 0 | ||||
Number of voting rights per share of non redeemable common stock | vote | 1 | ||||
Common stock shares issued | shares | 0 | ||||
Class B common shares [Member] | |||||
Nature of Operations [Line Items] | |||||
Temporary equity no par value | $ / shares | $ 0 | ||||
Number of voting rights per share of redeemable common stock | vote | 1 | ||||
Temporary equity stock issued during the period shares | shares | 10 | ||||
Temporary equity stock issued during the period for original value | $ 10 | ||||
Temporary equity aggregate amount of redemption requirement | $ 7 | ||||
Temporary equity redemption price per share | $ / shares | $ 1 | ||||
FEAC [Member] | Engene [Member] | |||||
Nature of Operations [Line Items] | |||||
Repayment of other long term debt | $ 8,000,000 | ||||
Class of warrants or rights number of shares covered by each warrant or right | shares | 1 | ||||
PIPE Financing [Member] | FEAC [Member] | Engene [Member] | Class A common shares [Member] | |||||
Nature of Operations [Line Items] | |||||
Common stock and warrants issuable value | $ 56,800,000 | ||||
Modification of existing debt | $ 18,400,000 | ||||
New Convertible Debt [Member] | FEAC [Member] | Engene [Member] | |||||
Nature of Operations [Line Items] | |||||
Proceeds from convertible debt | $ 30,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended |
Jul. 31, 2023 USD ($) | |
Accounting Policies [Abstract] | |
Realized foreign currency transaction losses | $ 0 |
Unrealized foreign currency transaction losses | 394 |
Foreign currency losses | $ 394 |
Percentage of tax benefit to be realized for recognition in the income statement | 50% |
Unrecognized tax benefits interest on income taxes accrued | $ 0 |
Unrecognized tax benefits income tax penalties accrued | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Subsequent Event [Member] $ in Millions | Oct. 31, 2023 USD ($) shares |
Subsequent Event [Line Items] | |
Business combination event shares issued to holders of equity and convertible note holders | 13,091,608 |
Business combination event shares issued on exchnage of common share warrants | 2,679,432 |
Number of shares of stock issued during the period pursuant to acquisitions | 3,670,927 |
Number of securities into which the class of warrant or right may be converted | 5,029,444 |
Proceeds from trust account | $ | $ 81.6 |
Proceeds from redemptions | $ | 24.7 |
Proceeds from PIPE financing | $ | 56.9 |
Proceeds from business acquisition net of transaction costs | $ | $ 57.4 |
Number of shares authorized for issuance under share-based payment arrangement | 2,607,943 |
Aggregate number of common shares reserved for future issuance | 2,706,941 |
PIPE Financing [Member] | |
Subsequent Event [Line Items] | |
Value of stock and warrant issued during the period | $ | $ 56.9 |
Number of new stock issued during the period | 6,435,441 |
Number of new warrant issued during the period | 2,702,791 |