FRBN SEC filings, in plain English
Everything Forbion European Acquisition Corp. has filed with the SEC that we hold — 40 filings, newest first, 11 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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live EDGAR captureNew filings appear here within minutes of hitting EDGAR; summaries follow once the pipeline has read them.
- What changed vs 2023-08-14trust $135.8M → $138.8M +2%deadline 2023-09-14 → 2023-12-14sponsor loan $665K → $1.9M
trust account, combination deadline, sponsor loans outstanding +23 moved · 2 with no prior record of ours
- Trust account
- $135.8M$138.8M
- Combination deadline
- 2023-09-142023-12-14
- Sponsor loans outstanding
- $665K$1.9M
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 12.7M · unchanged
SpacBrain reads this as $3,053,310 was added to the trust between the two filings.
The clause …“20,168 197,653 Total current assets 105,827 511,804 Cash and securities held in trust account 138,839,480 131,531,334 Total assets $ 138,945,307 $ 132,043,138 Liabilities, Shares Subject to Redemption and Shareholders’ Deficit:”…
SpacBrain reads this as 91 days later than the previous record.
The clause …“28 Further, management has determined that if we are unable to complete a Business Combination by December 14, 2023, as extended by the Company on September 13, 2023 (the “Combination Period”), then we will cease all operations”…
SpacBrain reads this as the sponsor has advanced $1,265,000 more.
The clause …“payable immediately. As of September 30, 2023, the Company had $ 750,000 and $ 1,930,000 outstanding under the Working Capital Note and Extension Note, respectively, totaling $ 2,680,000 in borrowings which are recorded as promissory”…
The clause …“consolidated balance sheets. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40, Presentation of Financial Statements—Going Concern”, management has determined that the”…
The clause “$ 0.0001 par value; 500,000,000 shares authorized; none outstanding (excluding 12,650,000 shares subject to possible redemption issued) at September 30, 2023 and December 31, 2022 — — Class B ordinary shares, $ 0.0001 par value;”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Item 5.07 vote results. At an extraordinary general meeting held October 24, 2023, Forbion European Acquisition Corp. shareholders approved all five proposals relating to the May 16, 2023 business combination with enGene Inc. and enGene Holdings Inc. Votes for/against/abstain: Business Combination 12,859,867 / 589,064 / 0; Governing Documents 12,299,527 / 1,149,404 / 0; Nasdaq Proposal (issuance above 20% and resulting change of control) 12,859,867 / 589,064 / 0; Incentive Equity Plan 11,602,725 / 1,846,206 / 0; Adjournment 12,859,766 / 589,063 / 102. A quorum was present. Why it matters: Item 8.01 of the same report states that public shareholders holding 10,379,144 Class A ordinary shares validly elected to redeem in connection with the vote, and that closing of the business combination is expected on or about October 31, 2023, subject to satisfaction or waiver of the conditions. The redemption count is far larger than the against vote on any proposal.
What changed: Announcement 425 — Forbion European Acquisition Corp.'s 8-K (Item 5.07) reporting the results of its extraordinary general meeting held October 24, 2023 on the enGene combination. Five proposals were voted; the Business Combination Proposal, approving the May 16, 2023 Business Combination Agreement among FEAC, Canada's enGene Inc. and enGene Holdings Inc., passed as a special resolution with 12,859,867 for and 589,064 against, no abstentions. The Governing Documents Proposal renames the public entity enGene Holdings Inc. and authorises unlimited common and blank-cheque preferred shares. Why it matters: The decisive status change: FEAC shareholders approved the deal by roughly 96% of votes cast, so the enGene combination clears its shareholder gate and the Nasdaq-listed successor becomes enGene Holdings Inc. Two things to price. First, the new articles authorise an unlimited number of common shares and blank-cheque preferred, which removes any charter cap on future dilution of holders who stay. Second, the vote tally says nothing about redemptions — the trust outflow, not the vote, determines how much cash reaches the combined company.
What changed: Forbion European Acquisition Corp. called an extraordinary general meeting for October 24, 2023 at 10:00 a.m. New York City time at Davis Polk & Wardwell in London, to approve the Business Combination Agreement dated May 16, 2023 with enGene Inc. The implied enterprise value of enGene at signing was $111 million. The proxy statement and prospectus covers 6,896,099 common shares underlying warrants of enGene Holdings Inc. FEAC Units, Class A Shares and Warrants trade on Nasdaq as FRBNU, FRBN and FRBNW, having begun separate trading on February 1, 2022. The document is dated September 29, 2023. Why it matters: An implied enterprise value of $111 million is modest by de-SPAC standards, which reduces the risk that FRBN holders are buying an inflated valuation — the usual failure mode. The proxy warns that if the required proposals are not approved and the closing condition is not waived, the combination may not be consummated, so a failed vote returns holders to trust. Redemption remains the alternative to taking equity in a clinical-stage gene therapy business.
What changed: Promotional 425 — Forbion European Acquisition Corp.'s 8-K (Item 7.01, Regulation FD) stating only that on September 15, 2023 FEAC and enGene Inc. released an investor presentation to be used in connection with the proposed business combination among FEAC, enGene and enGene Holdings Inc. The deck is furnished as Exhibit 99.1 and expressly not deemed 'filed' for Section 18 purposes. The stored text contains no slide content — every figure, projection, pipeline claim and valuation in the presentation is in an exhibit this summary could not read. Why it matters: No status change: an investor deck is marketing, and furnishing it under Item 7.01 deliberately keeps it outside Section 18 liability, which is precisely why deck projections should not be treated as disclosure. Confidence is set low because the substance is entirely in the unread Exhibit 99.1. The pattern matters more than the content — this is the second promotional 425 in the enGene series within seven weeks with no registration statement yet on file. Watch for the S-4 and a record date, which is where numbers become accountable.(flagged for human review)
What changed: Item 2.03: On September 13, 2023 Forbion European Acquisition Corp. issued a further unsecured working capital note of $450,000 to its sponsor, Forbion Growth Sponsor FEAC I B.V., funded the same day, bearing no interest and due on the earlier of a business combination or December 14, 2023. On the same day the sponsor deposited a further $1,265,000 — stated as $0.10 per unit — into the trust, extending the time to consummate a business combination from September 14, 2023 to December 14, 2023 against a matching Extension Note. Why it matters: A second identical quarter bought at $0.10 per unit, following the June 6, 2023 extension from June 14 to September 14. The working capital facility has grown from $300,000 to a further $450,000, both maturing on December 14, 2023 — the same date as the extended combination deadline, so the sponsor's loans and the vehicle's life expire together. If no combination closes, the notes are repaid only from funds outside the trust.
What changed: Announcement 425 — Forbion European Acquisition Corp.'s 8-K (Item 2.03) reporting that on September 13, 2023 it issued an additional unsecured Working Capital Note of $450,000 to its sponsor, Forbion Growth Sponsor FEAC I B.V., funded the same day. The note is non-interest bearing and due on the earlier of the closing of an initial business combination and December 14, 2023. If no business combination closes, it is repayable only out of funds held outside the trust account. Non-payment within five business days of maturity, or a bankruptcy filing, is an event of default. Why it matters: Real, if unglamorous, status: the SPAC is out of operating cash and being kept alive by sponsor loans while the enGene deal is still pre-registration. The trust is expressly ring-fenced, so this borrowing does not dilute per-share trust value — the sponsor eats it if the deal fails. The load-bearing date is the December 14, 2023 maturity, which brackets when the sponsor expects the enGene combination to close. Watch for further working-capital notes, which signal a longer timeline, and for the enGene Holdings Form S-4 finally being filed.
- What changed vs 2023-05-12trust $132.9M → $135.8M +2%deadline 2023-06-14 → 2023-09-14
trust account, combination deadline, sponsor loans outstanding +22 moved · 3 with no prior record of ours
- Trust account
- $132.9M$135.8M
- Combination deadline
- 2023-06-142023-09-14
- Sponsor loans outstanding
- not previously extracted$665K
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 12.7M · unchanged
SpacBrain reads this as $2,840,269 was added to the trust between the two filings.
The clause …“40,668 197,653 Total current assets 309,806 511,804 Cash and securities held in trust account 135,786,170 131,531,334 Total assets $ 136,095,976 $ 132,043,138 Liabilities, Shares Subject to Redemption and Shareholders’ Deficit:”…
SpacBrain reads this as 92 days later than the previous record.
The clause “Contents Further, management has determined that if we are unable to complete a Business Combination by September 14, 2023, as extended by the Company on June 6, 2023 (the “Combination Period”), then we will cease all operations except”…
The clause …“and payable immediately. As of June 30, 2023, the Company had $ 300,000 and $ 665,000 outstanding under the Working Capital Note and Extension Note, respectively, totaling $ 965,000 in borrowings which are recorded as promissory note”…
The clause …“Capital Loans, respectively. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40, Presentation of Financial Statements—Going Concern”, management has determined that the”…
The clause “$ 0.0001 par value; 500,000,000 shares authorized; none outstanding (excluding 12,650,000 shares subject to possible redemption issued) at June 30, 2023 and December 31, 2022 — — Class B ordinary shares, $ 0.0001 par value; 50,000,000”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Item 8.01: Forbion European Acquisition Corp. furnishes, as Exhibit 99.1, a presentation entitled 'Development of a Non-Viral Gene Therapy Platform for Mucosal Tissues' delivered by Anthony T. Cheung, Chief Technology Officer of enGene, Inc., at the Controlled Release Society Meeting and Expo in Las Vegas at 3:00 p.m. Pacific Time on July 27, 2023. The filing states the item and the exhibit are not deemed filed for Section 18 purposes and are not incorporated by reference into any Securities Act or Exchange Act filing. Why it matters: A scientific conference presentation by the merger target's chief technology officer, relayed by the SPAC because enGene is its announced counterparty. The 8-K body contains no data, no endpoint and no claim about the platform — all of that is in the exhibit — and the remainder of the report is a forward-looking-statements legend about the company's ability to consummate the proposed business combination.
What changed: Promotional 425 — an 8-K by Forbion European Acquisition Corp. (FEAC) about its proposed combination with enGene. Item 8.01 reports only that on July 27, 2023 Anthony T. Cheung, enGene's Chief Technology Officer, gave a scientific talk, 'Development of a Non-Viral Gene Therapy Platform for Mucosal Tissues', at the Controlled Release Society Meeting and Expo in Las Vegas, with the slide deck furnished as Exhibit 99.1. The deck is not in the stored text, so any data in it is unread. The legend says enGene Holdings Inc. 'intends to file' a Form S-4. Why it matters: No deal status change: a conference presentation furnished (expressly not 'filed' for Section 18 purposes) is investor-relations activity. The scientific claims are in an exhibit this summary could not read, hence the reduced confidence. The load-bearing detail is the legend's tense — the S-4 for enGene Holdings had not yet been filed as of July 28, 2023, only intended, so the deal was still pre-registration. Watch for the S-4 filing, then effectiveness, then a record date.(flagged for human review)
What changed: Item 2.03: On June 6, 2023 Forbion European Acquisition Corp. issued two unsecured promissory notes to its sponsor, Forbion Growth Sponsor FEAC I B.V., both interest-free and funded that day. A $300,000 Working Capital Note is due on the earlier of a business combination or December 14, 2023, and is repayable only from funds outside the trust if no combination occurs. Separately the sponsor deposited $1,265,000 — stated as $0.10 per unit — into the trust, extending the business-combination date from June 14, 2023 to September 14, 2023, against a matching $1,265,000 Extension Note. Why it matters: Three months of runway bought at $0.10 per unit per quarter, funded by the sponsor as a loan rather than out of the trust, so the trust balance rises by the deposit. The working capital note carries an event-of-default term worth noting: failure to pay within five business days of the due date, or a voluntary or involuntary bankruptcy action, lets the sponsor declare it immediately due. Both notes rely on the Section 4(a)(2) exemption.
What changed: 425 of the announcement type wrapping an 8-K with two financings on one day: on June 6, 2023 Forbion European Acquisition Corp. issued a $300,000 unsecured, non-interest-bearing Working Capital Note to its Sponsor, funded the same day and repayable on the earlier of closing or liquidation; and it extended the deadline to complete a business combination from June 14, 2023 to September 14, 2023 by having the Sponsor deposit a further $1,265,000 - $0.10 per unit - into the Trust Account, with an accompanying Extension Loan Note. Why it matters: The three-month extension cost $1,265,000 of sponsor money and is separate from the $300,000 of working capital, so this shell now owes its sponsor on two notes while a signed business combination agreement is outstanding. The September 14, 2023 date is bought, not fixed, and both it and the $0.10-per-unit deposit are recorded as filed - nothing was written to a deadline, trust or floor field.
What changed: 425 of the announcement type, and a substantive one: an 8-K reporting that on May 16, 2023 Forbion European Acquisition Corp. entered into a Business Combination Agreement with enGene, Inc. and enGene Holdings Inc. (Newco), through a Canadian merger-sub structure with FEAC assumed into Newco. Alongside it, PIPE investors subscribed for 5,550,408 FEAC Class A shares for an aggregate $56,891,682, amended by side letters; a non-redemption agreement was signed with a holder of 166,665 Class A shares who receives additional shares and warrants for not redeeming. Why it matters: This is the deal announcement itself, not a promotional 425, and it names the two financings that decide how much cash survives a vote: a $56.9 million PIPE and a non-redemption agreement covering 166,665 shares. Both are unregistered issuances under Section 4(a)(2) or Regulation D. No shareholder vote date, no redemption deadline and no minimum-cash figure appears in the portion read, so none was written; the transaction remains subject to a registration statement and shareholder approval.
- What changed vs 2022-11-10trust $130.4M → $132.9M +2%
trust account, combination deadline, going-concern doubt +11 moved · 3 with no prior record of ours
- Trust account
- $130.4M$132.9M
- Combination deadline
- 2023-06-14 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 12.7M · unchanged
SpacBrain reads this as $2,526,138 was added to the trust between the two filings.
The clause …“139,561 197,653 Total current assets 613,998 511,804 Cash and securities held in trust account 132,945,901 131,531,334 Total assets $ 133,559,899 $ 132,043,138 Liabilities, Shares Subject to Redemption and Shareholders’ Deficit:”…
The clause “Contents Further, management has determined that if we are unable to complete a Business Combination by June 14, 2023 (the “Combination Period”), then we will cease all operations except for the purpose of liquidating. However, we may, by”…
The clause …“Capital Loans, respectively. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40,Presentation of Financial Statements—Going Concern”, management has determined that the”…
The clause “$ 0.0001 par value; 500,000,000 shares authorized; no ne outstanding (excluding 12,650,000 shares subject to possible redemption issued) at March 31, 2023 and December 31, 2022 — — Class B ordinary shares, $ 0.0001 par value; 50,000,000”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
- What changed vs 2022-04-14trust $129.7M → $131.5M +1%going concern APPEARED
trust account, going-concern doubt, combination deadline +22 moved · 3 with no prior record of ours
- Trust account
- $129.7M$131.5M
- Going-concern doubt
- not statedstated
- Combination deadline
- not previously extracted2023-06-14
- Sponsor loans outstanding
- $125Knot matched in this filing
- Redeemable shares
- 12.7M · unchanged
SpacBrain reads this as $1,861,925 was added to the trust between the two filings.
The clause “4 1,567,889 Prepaid expenses– non-current portion — 209,052 Cash and securities held in trust account 131,531,334 129,669,409 Total assets $ 132,043,138 $ 131,446,350 Liabilities, Shares Subject to Redemption and Shareholders’ Deficit:”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“any operating revenues. In addition, in connection with our assessment of going concern considerations in accordance with FASB ASC205-40, Presentation of Financial Statements—Going Concern”, management has determined that we have”…
The clause “Further, management has determined that if the Company is unable to complete a Business Combination by June 14, 2023 (the “Combination Period”), then the Company will cease all operations except for the purpose of liquidating. However,”…
The clause …“and subject to the occurrence of uncertain future events. Accordingly, 12,650,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.