United States securities and exchange commission logo
September 11, 2023
Jason Hanson
Chief Executive Officer
enGene Holdings Inc.
7171 Rue Frederick Banting
Saint-Laurent, QC H4S IZ9, Canada
Re: enGene Holdings
Inc.
Amendment No. 1 to
Registration Statement on Form S-4
Filed August 30,
2023
File No. 333-273851
Dear Jason Hanson:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
August 22, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-4
Exhibit 5.1, page II-4
1. We note assumptions (j)
and (k) in the legal opinion filed as Exhibit 5.1. Rather than
assuming conclusions of
law that are necessary for the opinion delivered in the legal
opinion filed as
Exhibit 5.2, counsel should revise to also provide an opinion that each of
the registrant and
enGene Inc. is validly existing, has the power to create the obligations
under the Warrant
Agreement and the Warrant Amendment Agreement and has taken the
required steps to
authorize entering into those agreement under the law of each such
entity's jurisdiction
of organization. For guidance, refer to Section II.B.1.f of Staff Legal
Bulletin No. 19 and
footnote 22 thereto.
Jason Hanson
FirstName LastNameJason Hanson
enGene Holdings Inc.
Comapany 11,
September NameenGene
2023 Holdings Inc.
September
Page 2 11, 2023 Page 2
FirstName LastName
Exhibit 8.2, page II-4
2. It appears that you have filed a "short-form" tax opinion as Exhibit
8.2. We note that
counsel has opined that the discussion in the section of the
registration statement entitled
"Material U.S. Federal Income Tax Consideration Consequences to
U.S. Holders of
New enGene Securities of the Ownership and Disposition of New enGene
Shares or New
enGene Warrants" addresses the material U.S. federal income tax
consequences to U.S.
Holders of New enGene Securities of the ownership and disposition of
New enGene
Shares or New enGene Warrants (as such terms are defined in the
registration statement)
and is accurate in all material respects. Please have counsel file an
opinion that revises
this section to state clearly that the referenced disclosure is the
opinion of counsel, as
opposed to indicating that the referenced disclosure addresses the
material U.S. federal
income tax consequences and is accurate. For guidance, refer to
Section III.B.2 of Staff
Legal Bulletin 19.
You may contact Sasha Parikh at 202-551-3627 or Mary Mast at
202-551-3613 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Doris Stacey Gama at 202-551-3188 or Tim Buchmiller at 202-551-3635
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Howard A. Kenny, Esq.