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December 8, 2023
Jason D. Hanson
Chief Executive Officer
enGene Holdings Inc.
4868 Rue Levy, Suite 220
Saint-Laurent, QC H4R 2P1
Canada
Re:enGene Holdings Inc.
Registration Statement on Form S-1
Filed November 22, 2023
File No. 333-275700
Dear Jason D. Hanson:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-1 filed November 22, 2023
Cover Page
1.For each of the common shares and warrants being registered for resale, disclose the price
that the selling securityholders paid for such common shares and warrants.
2.Disclose the exercise prices of the warrants compared to the market price of the
underlying securities. If the warrants are out the money, please disclose the likelihood that
warrant holders will not exercise their warrants. Provide similar disclosure in the
prospectus summary, risk factors, MD&A and use of proceeds section and disclose that
cash proceeds associated with the exercises of the warrants are dependent on the stock
price. As applicable, describe the impact on your liquidity and update the discussion on
the ability of your company to fund your operations on a prospective basis with your
current cash on hand.

 FirstName LastNameJason D. Hanson
 Comapany NameenGene Holdings Inc.
 December 8, 2023 Page 2
 FirstName LastNameJason D. Hanson
enGene Holdings Inc.
December 8, 2023
Page 2
3.We note the significant number of redemptions of your common stock in connection with
your business combination and that the shares being registered for resale will constitute a
considerable percentage of your public float. We also note that most of the shares being
registered for resale were purchased by the selling securityholders for prices considerably
below the current market price of your common stock. Highlight the significant negative
impact sales of shares on this registration statement could have on the public trading price
of your common stock.
Risk Factors, page 14
4.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of the
common shares. To illustrate this risk, disclose the purchase price of the securities being
registered for resale and the percentage that these shares currently represent of the total
number of shares outstanding. Also disclose that even though the current trading price is
below the SPAC’s IPO price, the private investors have an incentive to sell because they
will still profit on sales because of the lower price that they purchased their shares than the
public investors.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 158
5.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the common
shares, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination. If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.
6.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock. Your discussion should
highlight the fact that the selling holders are the beneficial owners of a substantial portion
of your outstanding shares and will be able to sell all of their shares for so long as the
registration statement of which this prospectus forms a part is available for use.
7.Please tell us if you have entered into any agreements with the selling holders which
provide those investors with the right to sell back shares to the company at a fixed
price after the closing date of the business combination. If so, please revise to discuss the
risks that these agreements may pose to other holders if you are required to buy back the
shares of your common stock as described therein. For example, discuss how such forced
purchases would impact the cash you have available for other purposes and to execute
your business strategy.

 FirstName LastNameJason D. Hanson
 Comapany NameenGene Holdings Inc.
 December 8, 2023 Page 3
 FirstName LastName
Jason D. Hanson
enGene Holdings Inc.
December 8, 2023
Page 3
General
8.Revise your prospectus to disclose the price that each selling securityholder paid for the
common shares and warrants being registered for resale. Highlight any differences in the
current trading price, the prices that the FEAC Sponsor, PIPE/NRA Investors and other
Selling Holders acquired their shares and warrants, and the price that the public
securityholders acquired their shares and warrants. Please also disclose the potential profit
the selling securityholders will earn based on the current trading price. Lastly, please
include appropriate risk factor disclosure.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Tamika Sheppard at 202-551-8346 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.