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CORRESP
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CORRESP

 Leo Borchardt

 +44 20 7418 1334

leo.borchardt@davispolk.com

 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. Jennifer Monick

 Mr. Eric McPhee

Office of Real Estate & Construction

 Division of
Corporation Finance

 U.S. Securities and Exchange Commission

100 F Street N.E.

 Washington, D.C. 20549

Ladies and Gentlemen:

 On behalf of our client,
Forbion European Acquisition Corp., a Cayman Islands exempted company (the “Company”), we are responding to the comments from the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
relating to (i) the Company’s Form 10-K for the fiscal year ended December 31, 2021 and (ii) the Company’s Form 10-Q for the quarterly period
ended September 30, 2022, contained in the Staff’s letter dated December 15, 2022 (the “Comment Letter”).

 Set
forth below are the Company’s responses to the Staff’s comments included in the Comment Letter. For convenience, the Staff’s comments included in the Comment Letter are repeated below in italics, followed by the Company’s
responses to such comments as well as a summary of the responsive actions taken.

 Form 10-K for the year
ended December 31, 2021

 Notes to Financial Statements

Note 4 - Private Placement, page F-15

1. We note you have classified the 5,195,000 private placements warrants as equity. Please provide us with your analysis under ASC 815-40 to support your accounting treatment for these warrants. As part of your analysis, please address whether there are any terms or provisions in the warrant agreement that provide for potential changes to the
settlement amounts that are dependent upon the characteristics of the holder of the warrant, and if so, how you analyzed those provisions in accordance with the guidance in ASC 815-40. Your response should
address, but not be limited to, your disclosure that “If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants are redeemable by the Company in all redemption
scenarios and exercisable by the holders on the same basis as the warrants included in the Units sold in the Public Offering.”

 Response:

 The Company respectfully acknowledges the Staff’s comment and confirms that the private placement warrants are correctly
classified as equity instruments. The private placement warrants are not redeemable, and transfers are restricted. There is no scenario in which the private placement warrants become treated as public warrants and eligible for
redemption. Accordingly, there is no scenario in which the holder of the instruments becomes a fair value input that would violate the indexation requirements under ASC 815-40.

 Davis Polk & Wardwell London LLP is a limited
liability partnership formed under the laws of the State of New York, USA and is authorised and regulated by the Solicitors Regulation Authority with registration number 566321. Davis Polk includes Davis Polk & Wardwell LLP and its
associated entities

 Please refer to the warrant memo attached as Exhibit A hereto for the full
analysis on the Company’s warrants. Also, the Company will include in future Forms 10-Q and Forms 10-K to be filed with the Commission prior to the completion of
its initial business combination and, if appropriate, any proxy and/or registration statement to be filed with the Commission in connection with the Company’s initial business combination, appropriate revised disclosure to reflect the content
of the attached warrant memo.

 General

 2.
With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, please revise your disclosure in future filings to include
disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target
company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which
you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business
combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would
expire worthless. Please include an example of your intended disclosure in your response.

 Response:

The Company respectfully acknowledges the Staff’s comment and confirms that the Company’s sponsor, Forbion Growth Sponsor FEAC I
B.V., is controlled by, and has substantial ties with, non-U.S. persons domiciled principally in The Netherlands. The Company does not believe that any such relationships would materially impair the ability of
the Company to complete a business combination. The Company will, however, include in future Forms 10-Q and Forms 10-K to be filed with the Commission prior to the
completion of its initial business combination and, if appropriate, any proxy and/or registration statement to be filed with the Commission in connection with the Company’s initial business combination, the following language highlighting the
risk to investors that the Company may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the
United States (CFIUS).

 “We may not be able to complete an initial business combination with a U.S. target
company if such initial business combination is subject to U.S. foreign investment regulations or review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (“CFIUS”).

Our Sponsor is controlled by, and has substantial ties with, non-U.S. persons
domiciled principally in The Netherlands. Acquisitions and investments by non-U.S. Persons in certain U.S. business may be subject to rules or regulations that limit foreign ownership. In addition, CFIUS is an
interagency committee authorized to review certain transactions involving investments by foreign persons in U.S. businesses that have a nexus to, amongst other things, critical technologies, critical infrastructure and/or sensitive personal data in
order to determine the effect of such transactions on the national security of the United States. For so long as our Sponsor retains a material ownership interest in us, we may be deemed a “foreign person” under such rules and regulations,
any proposed business combination between us and a U.S. business engaged in a regulated industry or which may affect national security could be subject to such foreign ownership restrictions, CFIUS review and/or mandatory filings. If our potential
initial business combination with a U.S. business falls within the scope of foreign ownership restrictions, we may be unable to consummate an initial business combination with such business. In addition,

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if our potential business combination falls within CFIUS’s jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with
the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay our initial business combination, impose conditions to mitigate
national security concerns with respect to such initial business combination or order us to divest all or a portion of any U.S. business of the combined company if we proceed without first obtaining CFIUS clearance. These potential limitations and
risks may limit the attractiveness of a transaction with us or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential
targets with which we could complete an initial business combination may be limited and we may be adversely affected in competing with other special purpose acquisition companies which do not have similar foreign ownership issues. Moreover, the
process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete our initial business combination, our failure to obtain any required approvals within the requisite time-period may
require us to liquidate. If we liquidate, our public shareholders may only receive their pro rata share of amounts held in the trust account, and our warrants will expire worthless. This will also cause you to lose any potential investment
opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.”

Form 10-Q for the quarterly period ended September 30, 2022

Signatures, page 31

 3. We note that your Form 10-Q filings do not appear to have been signed by your principal financial or chief accounting officer. Please tell us how you have complied with General Instruction G to Form
10-Q or revise your filings to comply.

 Response:

The Company respectfully acknowledges and agrees with the Staff’s comment. The signature pages of the Form
10-Q filings inadvertently omitted the signatures of the Company’s principal financial officer and principal accounting officer. The Company will file amendments to the Forms 10-Q for the quarterly periods ended September 30, 2021, March 31, 2022, June 30, 2022, and September 30, 2022 with the Staff electronically via EDGAR solely to amend the signature pages of such
Forms 10-Q to include the signature of the Company’s principal financial officer and principal accounting officer as required by General Instruction G of Form 10-Q.

 *****

 We hope that the
foregoing has been responsive to the Staff’s comments. To the extent that you have any questions regarding the responses contained in this letter, please do not hesitate to contact me at +44 20 7418 1334 or leo.borchardt@davispolk.com.
Thank you for your time and attention.

 Very truly yours,

/s/ Leo Borchardt

Leo Borchardt, Esq.

cc:
 Cyril Lesser, Chief Financial Officer

Forbion European Acquisition Corp.

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 Exhibit A

Warrant Memo

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 Purpose

The purpose of this memo is to determine the accounting classification and treatment of Public and Private Placement Warrants of Forbion European Acquisition
Corp. (“Forbion”, “we” or the “Company”).

 Summary Conclusion

The Public Warrants and Private Placement Warrants should be classified as equities.

Company Background

 Forbion was incorporated as a
Cayman Islands exempted company on August 9, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses
or entities (the “Business Combination”).

 The Company’s ability to commence operations is contingent upon obtaining adequate financial
resources through the Proposed Offering of 11,000,000 units (each, a “Unit” and collectively, the “Units”) at a purchase price of $10.00 per unit (or 12,650,000 Units if the underwriter’s over-allotment option is exercised
in full). Each Unit consists of one ordinary share (such ordinary shares included in the Units being offered, the “Public Shares”), one-third of one redeemable warrant (each, a “Public
Warrant”). Each whole warrant entitles the holder to purchase one Class A Ordinary Share at a price of $11.50. Each warrant will become exercisable on the later of 30 days after the completion of the Business Combination and will expire 5
years after the completion of the Business Combination, or earlier upon redemption or liquidation. The Company has granted the underwriter a 45-day option to purchase up to an additional 1,650,000 Units to
cover over-allotments, if any. The Sponsor has committed to purchase an aggregate of 4,700,000 warrants (or 5,195,000 warrants if the underwriters’ over-allotment option is exercised in full) (the “Private Placement Warrants”), each
exercisable to purchase one Class A Ordinary Share at $11.50 per share, at a price of $1.50 per Private Placement Warrant in a private placement to the Sponsor that will close simultaneously with the Proposed Public Offering.

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 Features of Public Warrants:

•

 Each of the Class A Ordinary Share, and warrants may trade separately on the 52th day following the date of the Prospectus.

•

 Each warrant entitles the holder to purchase one ordinary share at a price of $11.50 per share, subject to
adjustment, at any time commencing on the later of 30 days after the completion of an initial Business Combination (“IBC”).

•

 Each warrant may be exercised only during the period (the “Exercise Period”) commencing thirty
(30) days after the first date of a Business Combination, and terminating at the earliest to occur of: (x) at 5:00 p.m., New York City time on the date that is five (5) years after the date on which the Company completes its IBC,
(y) the liquidation of the Company, and (z) other than with respect to the Private Placement Warrants, the Working Capital Warrants and Extension Warrants, at 5:00 p.m., New York City time on the Redemption Date.

•

 The warrant exercise price is $11.50 per share, subject to adjustment herein. In addition, if (x) the
Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the IBC at an issue price or effective issue price of less than $9.20 per Ordinary Share (with such issue price or
effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Class B Ordinary Shares held by such shareholders or their
affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the IBC
on the date of the completion of the Company’s IBC (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the
Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued
Price, and the $18.00 per share redemption trigger price described in Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

•

 The outstanding warrants may be redeemed, at the option of the Company, at any time while they are exercisable
and prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, at a Redemption Price of $0.01 per warrant; provided that (a) the Reference Value equals or exceeds $18.00 per share
(subject to adjustment), and (b) there is an effective registration statement covering the Ordinary Shares issuable upon exercise of the warrants, and a current prospectus r