SecProbe.io

CORRESP
 1
 filename1.htm

 CORRESP

 enGene Holdings Inc. 4868 Rue Levy, Suite 220 Saint-Laurent, QC H4R2P1 (514) 332-4888   February 26, 2026   VIA EDGAR   Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549   Attention: Mr. Jimmy McNamara Re: enGene Holdings Inc. Registration Statement on Form S-3 Filed February 19, 2026 File No. 333-293597     Ladies and Gentlemen:   Pursuant to Rule 461 under the Securities Act of 1933, as amended, enGene Holdings Inc. hereby requests acceleration of the effective date of the above-referenced registration statement on Form S-3, so that such registration statement may become effective at 4:00 P.M. (Washington, D.C. time) on March 2, 2026, or as soon as practicable thereafter.   The Registrant hereby authorizes David Bionghi, of Morgan, Lewis & Bockius LLP to orally modify or withdraw this request for acceleration.   Please contact David Bionghi of Morgan, Lewis & Bockius LLP at +1.212.309.6138 or david.bionghi@morganlewis.com with any questions you may have concerning this request, and please notify him when this request for acceleration has been granted.     enGene Holdings Inc.       By: /s/ Ronald H.W. Cooper Name: Ronald H.W. Cooper Title: Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 February 25, 2026

Lee Giguere
General Counsel
enGene Holdings Inc.
4868 Rue Levy, Suite 220
Saint-Laurent, QC H4R 2P1

 Re: enGene Holdings Inc.
 Registration Statement on Form S-3
 Filed February 19, 2026
 File No. 333-293597
Dear Lee Giguere:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Jimmy McNamara at 202-551-7349 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Julio Vega
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

  CORRESP

  enGene Holdings Inc.

  4868 Rue Levy, Suite 220

  Saint-Laurent, QC H4R2P1

  (514) 332-4888

  November 19, 2024

  VIA EDGAR

  Securities and Exchange Commission

  Division of Corporation Finance

  100 F Street, N.E.

  Washington, D.C. 20549

  Attention:  	Mr. Chris Edwards

  	Re:	enGene Holdings Inc.

  Registration Statement on Form S-3

  Filed November 13, 2024

  File No. 333-283202

  Ladies and Gentlemen:

  Pursuant to Rule 461 under the Securities Act of 1933, as amended, enGene Holdings Inc. hereby requests acceleration of the effective date of the above-referenced registration statement on Form S-3, so that such registration statement may become effective at 4:00 P.M. (Washington, D.C. time) on November 21, 2024, or as soon as practicable thereafter.

  The Registrant hereby authorizes Maria L. Sasinoski, of Morgan, Lewis & Bockius LLP to orally modify or withdraw this request for acceleration.

  Please contact Maria L. Sasinoski of Morgan, Lewis & Bockius LLP at (412) 560-7482 or maria.sasinoski@morganlewis.com with any questions you may have concerning this request, and please notify her when this request for acceleration has been granted.

  enGene Holdings Inc.

  By:	/s/ Ronald H.W. Cooper

  Name: 	Ronald H.W. Cooper

  Title:	Chief Executive Officer

CORRESP
1
filename1.htm

  CORRESP

  enGene Holdings Inc.

  4868 Rue Levy, Suite 220

  Saint-Laurent, QC H4R2P1

  (514) 332-4888

  November 19, 2024

  VIA EDGAR

  Securities and Exchange Commission

  Division of Corporation Finance

  100 F Street, N.E.

  Washington, D.C. 20549

  Attention:  	Mr. Chris Edwards

  	Re:	enGene Holdings Inc.

  Registration Statement on Form S-3

  Filed November 13, 2024

  File No. 333-283201

  Ladies and Gentlemen:

  Pursuant to Rule 461 under the Securities Act of 1933, as amended, enGene Holdings Inc. hereby requests acceleration of the effective date of the above-referenced registration statement on Form S-3, so that such registration statement may become effective at 4:00 P.M. (Washington, D.C. time) on November 21, 2024, or as soon as practicable thereafter.

  The Registrant hereby authorizes Maria L. Sasinoski, of Morgan, Lewis & Bockius LLP to orally modify or withdraw this request for acceleration.

  Please contact Maria L. Sasinoski of Morgan, Lewis & Bockius LLP at (412) 560-7482 or maria.sasinoski@morganlewis.com with any questions you may have concerning this request, and please notify her when this request for acceleration has been granted.

  enGene Holdings Inc.

  By:	/s/ Ronald H.W. Cooper

  Name: 	Ronald H.W. Cooper

  Title:	Chief Executive Officer

November 18, 2024
Ronald H. W. Cooper
Chief Executive Officer
enGene Holdings Inc.
4868 Rue Levy, Suite 220
Saint-Laurent, QC H4R 2P1
Re:enGene Holdings Inc.
Registration Statement on Form S-3
Filed November 13, 2024
File No. 333-283201
Dear Ronald H. W. Cooper:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Chris Edwards at 202-551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Julio E. Vega, Esq.

CORRESP
1
filename1.htm

CORRESP

 enGene Holdings Inc.

4868 Rue Levy, Suite 220

Saint-Laurent, QC H4R2P1

 (514) 332-4888

 March 4, 2023

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attention:

Ms. Tamika Sheppard & Mr. Tim Buchmiller

Re:

enGene Holdings Inc.

Registration Statement on Form S-1

Filed February 27, 2024

File No. 333-275700

 Ladies and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, enGene Holdings Inc. hereby requests acceleration of the effective date of the above-referenced registration statement on Form S-1, as amended, so that
such registration statement may become effective at 4:00 P.M. (Washington, D.C. time) on March 5, 2023, or as soon as practicable thereafter.

 The
Registrant hereby authorizes Howard Kenny, of Morgan, Lewis & Bockius LLP to orally modify or withdraw this request for acceleration.

 Please
contact Howard Kenny of Morgan, Lewis & Bockius LLP at (212) 309-6843 or howard.kenny@morganlewis.com with any questions you may have concerning this request, and please notify him when this request
for acceleration has been granted.

enGene Holdings Inc.

By:

 /s/ Jason D. Hanson

Name:

Jason D. Hanson

Title:

Chief Executive Officer

CORRESP
1
filename1.htm

CORRESP

 February 26, 2024

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

Re:
 enGene Holdings Inc.

Amendment No. 1 to Registration Statement on Form S-1

Filed December 15, 2023

File No. 333-275700

Ladies and Gentlemen:

 On behalf of enGene Holdings Inc. (the
“Company”), we submit this letter in response to comments from the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) contained in its letter dated December 26, 2023 (the
“December 2023 Letter”), relating to the above referenced Amendment No. 1 to the Registration Statement on Form S-1 filed December 15, 2023 (the “Amendment”), with respect to the
Registration Statement on Form S-1 filed November 22, 2023 (the “Registration Statement”). In connection with this letter, an amendment to the Registration Statement (the “Second
Amendment”) has been submitted to the Commission on the date hereof. Reference is made to the supplemental letter submitted on January 11, 2024, addressing the comments contained in the December 2023 Letter (the “Supplemental
Letter”).

 For the Staff’s convenience, we have restated the Staff’s comments below in their entirety in bold, followed by the
corresponding responses from the Company. Except for any page references appearing in the headings or the Staff’s comments (which are references to the Amendment), all page references herein correspond to the page of the Second Amendment.
Capitalized terms used but not defined in this letter have the meanings ascribed to such terms in the Second Amendment. Where appropriate, changes conforming to those noted in responses have also been made elsewhere in the Registration Statement.

 Amendment No. 1 to Registration Statement on Form S-1

Cover Page

1.
 We note your revisions in response to prior comment 1, please continue to revise to disclose the effective
price per share paid for the common shares issued to the investors in the PIPE Financing and to the investors party to the Non-Redemption Agreement.

Response: In response to the Staff’s comment, the Company has revised the prospectus cover page and pages 17 and 18 of the Second
Amendment.

2.
 We note your revisions in response to prior comment 2 but do not see related disclosure in the prospectus
summary or risk factors as requested. Please advise or revise as appropriate. In addition, as applicable, and as requested by prior comment 2, 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.

 Response: In response to the
Staff’s comment, the Company has revised the prospectus cover page and pages 12, 15, 87, 88, and 90 of the Second Amendment. With respect to the impact on liquidity and the ability of the Company to fund operations of the Company with current
cash on hand, the Company has provided an updated discussion of such matters in the Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MDA”) which has been revised to discuss results for the
Company’s fiscal year ended October 31, 2023, and its financial condition as of October 31, 2023, together with the impact of the 2024 PIPE Financing and Amended Loan Agreement, as discussed under “Summary of the Prospectus
— Recent Developments — 2024 PIPE Financing” on page 13 and “Capitalization” on pages 90 and 91 of the Second Amendment. The updated MDA is included in the Second Amendment.

Risk Factors

 Certain existing securityholders
acquired their securities in enGene at prices below the current trading price of such securities..., page 83

3.
 We note this risk factor provided in response to prior comment 4. As requested by that comment, 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.

 Response: In response to the Staff’s comment, the Company has revised the risk factor on
pages 87 and 88. As the current trading price has fluctuated since the original submission date, we have updated the language to reflect such change.

* * * *

 If you have any questions or comments
regarding these responses or require any additional information, please do not hesitate to contact me at +1.212.309.6843 or Maria Sasinoski at +1.412.560.7482.

Very truly yours,

/s/ Howard Kenny

CORRESP
1
filename1.htm

CORRESP

 Howard Kenny

 +1.212.309.6843

 howard.kenny@morganlewis.com

 January 11, 2023

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

Re:
 enGene Holdings Inc.

Amendment No. 1 to Registration Statement on Form S-1

Filed December 15, 2023

File No. 333-275700

Ladies and Gentlemen:

 On behalf of enGene Holdings Inc. (the
“Company”), we submit this letter in response to comments from the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) contained in its letter dated December 26, 2023 (the
“December 2023 Letter”), relating to the above referenced Amendment No. 1 to the Registration Statement on Form S-1 filed December 15, 2023 (the “Amendment”), with respect to the
Registration Statement on Form S-1 filed November 22, 2023 (the “Registration Statement”).

 In
advance of the Company’s filing of an Amendment No. 2 to the Registration Statement (the “Second Amendment”), we respectfully request that the Staff review supplementally proposed changes that address the comments from the
Staff’s December 2023 Letter (the “Proposed Changes”). For your convenience, we have restated the Staff’s comments from the December 2023 Letter below in their entirety in bold, followed by the corresponding responses from the
Company. The Proposed Changes are attached hereto as Exhibit A.

 Cover Page

1.
 We note your revisions in response to prior comment 1, please continue to revise to disclose the effective
price per share paid for the common shares issued to the investors in the PIPE Financing and to the investors party to the Non-Redemption Agreement.

Response: In response to the Staff’s comment, the Company will revise the prospectus cover page and page 17, as shown on the Proposed
Changes attached hereto.

2.
 We note your revisions in response to prior comment 2 but do not see related disclosure in the prospectus
summary or risk factors as requested. Please advise or revise as appropriate. In addition, as applicable, and as requested by prior comment 2, 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.

 Response: In response to the
Staff’s comment, the Company will revise the prospectus cover page and pages 12, 16, 85, and 88, as shown on the Proposed Changes attached hereto. With respect to the impact on liquidity and the ability of the Company to fund operations of the
Company with current cash on hand, the Company will provide an updated discussion of such matters in the Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MDA”) which will be revised to discuss
results for the Company’s fiscal year ended October 31, 2023, and its financial condition as of October 31, 2023. The updated MDA will be included in the Second Amendment.

Risk Factors

 Certain existing securityholders
acquired their securities in enGene at prices below the current trading price of such securities..., page 83

3.
 We note this risk factor provided in response to prior comment 4. As requested by that comment, 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.

 Response: In response to the Staff’s comment, the Company will revise the risk factor
on page 85, as shown on the Proposed Changes attached hereto.

 * * * *

If you have any questions or comments regarding these responses or require any additional information, please do not hesitate to contact me at +1.212.309.6843
or Maria Sasinoski at +1.412.560.7482.

Very truly yours,

 /s/ Howard Kenny

 Exhibit A

Proposed Changes

United States securities and exchange commission logo
December 26, 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.
Amendment No. 1 to Registration Statement on Form S-1
Filed December 15, 2023
File No. 333-275700
Dear Jason D. Hanson:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our December 8, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1
Cover Page
1.We note your revisions in response to prior comment 1, please continue to revise
to disclose the effective price per share paid for the common shares issued to the investors
in the PIPE Financing and to the investors party to the Non-Redemption Agreement.
2.We note your revisions in response to prior comment 2 but do not see related disclosure in
the prospectus summary or risk factors as requested. Please advise or revise as
appropriate. In addition, as applicable, and as requested by prior comment 2, 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 26, 2023 Page 2
 FirstName LastName
Jason D. Hanson
enGene Holdings Inc.
December 26, 2023
Page 2
Risk Factors
Certain existing securityholders acquired their securities in enGene at prices below the current
trading price of such securities..., page 83
3.We note this risk factor provided in response to prior comment 4. As requested by that
comment, 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.
            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.

CORRESP
1
filename1.htm

CORRESP

 Howard Kenny

 +1.212.309.6843

 howard.kenny@morganlewis.com

 December 15, 2023

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

Re:
 enGene Holdings Inc.

Registration Statement on Form S-1

Filed November 22, 2023

File No. 333-275700

Ladies and Gentlemen:

 On behalf of enGene Holdings Inc. (the
“Company”), we submit this letter in response to comments from the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) contained in its letter dated December 8, 2023,
relating to the above referenced Registration Statement on Form S-1 filed November 22, 2023 (the “Registration Statement”). Concurrently herewith, the Company is filing Amendment No. 1 to
the Registration Statement (the “Amendment”).

 For the Staff’s convenience, we have restated the Staff’s comments below in their
entirety in bold, followed by the corresponding responses from the Company. Except for any page references appearing in the headings or the Staff’s comments (which are references to the Registration Statement), all page references herein
correspond to the page of the Amendment. Capitalized terms used but not defined in this letter have the meanings ascribed to such terms in the Amendment. Where appropriate, changes conforming to those noted in responses have also been made elsewhere
in the Registration Statement.

 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.

 Response: In response to this Comment, the Company
has revised the prospectus cover page in the Amendment, and added conforming changes to the Summary (page 15), Risk Factors (pages 82 and 83) and Selling Holders (pages 220 and 221).

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.

 Response: In response to this Comment, the Company has revised the prospectus
cover page in the Amendment, and added conforming changes to the Summary (pages 12 and 15), Risk Factors (pages 82 and 83), Use of Proceeds (page 85) and MD&A (pages 148 and 161).

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.

Response: In response to this Comment, the Company has revised the prospectus cover page in the Amendment, and added conforming changes
to Risk Factors (pages 82 and 83), and MD&A (pages 148 and 161).

 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.

 Response: In response to this Comment, the Company
has added the additional Risk Factor captioned “Certain existing shareholders purchased securities in the Company at a price below the current trading price of such securities, and may experience a positive rate of return based on the
current trading price. Future investors in our Company may not experience a similar rate of return.” on page 83 of the Amendment.

In addition, the Company has moved and revised the risk factor captioned “Sales of Common Shares, or the perception of such sales, by us or the Selling Holders pursuant to this prospectus
in the public market or otherwise could cause the market price for our Common Shares to decline and certain Selling Holders still may receive a significant rate of return.” on page 82 of the Amendment.

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.

Response: In response to this Comment, the Company has revised MD&A on pages 148 and 161 of the Amendment.

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.

Response: In response to this Comment, the Company has revised MD&A on pages 148 and 161 of the Amendment.

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.

Response: The Company advises the Staff that it has not 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.

 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.

 Response: In response to this Comment, the Company has revised the prospectus cover page in the Amendment, and
added conforming changes to the Summary (page 15), Risk Factors (pages 82 and 83) and Selling Holders (pages 220 and 221).

 *
*   *   *

 If you have any questions or comments regarding these responses or require any additional information, please do not
hesitate to contact me at +1.212.309.6843 or Maria Sasinoski at +1.412.560.7482.

Very truly yours,

/s/ Howard Kenny

United States securities and exchange commission logo
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.

CORRESP
1
filename1.htm

CORRESP

 enGene Holdings Inc.

7171 Rue Frederick Banting

Saint-Laurent, QC H4S 1Z9, Canada

September 28, 2023

 U.S. Securities and
Exchange Commission

 Division of Corporate Finance

 100 F
Street NE

 Washington, DC 20549

 Attention: Doris Stacey Gama

 VIA EDGAR

Re:
 enGene Holdings Inc.

 Registration Statement on Form S-4

 Filed August 9, 2023

 File No. 333-273851

Dear Ms. Gama:

 In accordance with
Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of Amendment No. 2 to the Registration Statement on Form S-4 (File No. 333-273851) (the “Registration Statement”) of enGene Holdings Inc. We respectfully request that the Registration Statement become
effective as of 10:00 a.m., Eastern time, on September 29, 2023, or as soon as practicable thereafter.

 Once the Registration
Statement has been declared effective, please orally confirm that event with our counsel, Morgan, Lewis & Bockius LLP, by calling Howard Kenny at +1.212.309.6843 or Thurston J. Hamlette at +1.212.309.6240.

Very Truly Yours,

enGene Holdings Inc.

By:

 /s/ Jason D. Hanson

Name:

Jason D. Hanson

Title:

Chief Executive Officer

cc:
 Morgan, Lewis & Bockius LLP

CORRESP
1
filename1.htm

CORRESP

 Howard Kenny

+1.212.309.6843

 howard.kenny@morganlewis.com

September 25, 2023

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

Washington, D.C. 20549

Re:
 enGene Holdings Inc.

 
 Amendment No. 1 to Registration Statement on Form
S-4

 
 File No. 333-273851

To Whom it May Concern:

 On behalf of enGene Holdings Inc. (the
“Company”), we submit this letter in response to comments from the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) contained in its letter dated September 11, 2023,
relating to the above referenced Registration Statement on Form S-4 (the “Registration Statement”). Concurrently herewith, the Company is filing Amendment No. 2 to the Registration Statement
(the “Amendment”).

 For the Staff’s convenience, the Staff’s comments have been stated below in their entirety in bold, followed by
the corresponding responses from the Company. Except for any page references appearing in the headings or the Staff’s comments (which are references to the Registration Statement), all page references herein correspond to the page of the
Amendment. Capitalized terms used but not defined in this letter have the meanings ascribed to such terms in the Amendment. Where appropriate, changes conforming to those noted in responses have also been made elsewhere in the prospectus.

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.

 Response:
The Company advises the Staff that it is filing a new legal opinion of Blake, Cassels and Graydon LLP as Exhibit 5.1 to the Amendment in response to this comment.

 Securities and Exchange Commission

September 25, 2023

  Page
 2

 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.

Response: The Company advises the Staff that it is filing a new legal opinion of Morgan, Lewis & Bockius LLP as Exhibit 8.2 to
the Amendment in response to this comment.

 * * * *

If you have any questions or comments regarding these responses or require any additional information, please do not hesitate to contact me at +1.212.309.6843
or Thurston J. Hamlette at +1.212.309.6240.

Very truly yours,

/s/ Howard Kenny

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.

 FirstName LastNameJason Hanson
 Comapany NameenGene Holdings Inc.
 September 11, 2023 Page 2
 FirstName LastName
Jason Hanson
enGene Holdings Inc.
September 11, 2023
Page 2
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.

CORRESP
1
filename1.htm

CORRESP

 Howard Kenny

+1.212.309.6843

 howard.kenny@morganlewis.com

August 29, 2023

 Securities and Exchange Commission

Division of Corporation Finance

 100 F. Street, N.E.

Washington, D.C. 20549

Re:
 enGene Holdings Inc.

Registration Statement on Form S-4

File No. 333-273851

To Whom it May Concern:

 On behalf of enGene Holdings Inc. (the
“Company”), we submit this letter in response to comments from the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) contained in its letter dated August 22, 2023,
relating to the above referenced Registration Statement on Form S-4. (the “Registration Statement”). Concurrently herewith, the Company is filing Amendment No. 1 to the Registration Statement
(the “Amendment”).

 For the Staff’s convenience, the Staff’s comments have been stated below in their entirety in bold, followed by
the corresponding responses from the Company. Except for any page references appearing in the headings or the Staff’s comments (which are references to the Registration Statement), all page references herein correspond to the page of the
Amendment. Capitalized terms used but not defined in this letter have the meanings ascribed to such terms in the Amendment. Where appropriate, changes conforming to those noted in responses have also been made elsewhere in the prospectus.

Amendment No.1 to Registration Statement on Form S-4

Questions and Answers about the Business Combination...

What is the PIPE Financing?, page 28

1.
 We note your response to our prior comment 8. Please include the portion of such response that indicates the
material differences in the price per share of the FEAC Shares issued at the time of the IPO and the price of the securities being issued in the private placements at the time of the Business Combination.

Response: The Company advises the Staff that it has revised the disclosure on pages 14, 15 and 192 of the Amendment in response to this
comment.

 Securities and Exchange Commission

August 29, 2023

  Page
 2

 Proposal No. 1 - The Business Combination

Proposal Background of Business Combination, page 175

2.
 We note your response to our prior comment 15 and reissue in part. Please include a description of the
discussions that took place in the May 30, 2022 meeting.

 Response: The Company advises the Staff that it
has revised the disclosure on page 180 of the Amendment in response to this comment.

3.
 We note your revisions in response to prior comment 21. Please further expand your disclosure to indicate if
the waiver of the corporate opportunities doctrine impacted FEAC’s search for an acquisition target.

Response: The Company advises the Staff that it has revised the disclosure on page 194 of the Amendment in response to this comment.

Business of enGene

 Fast Tracked Product
Candidate in Underserved Market, page 297

4.
 You make some assertions regarding the safety of EG-70 including
your statement that the EG-70 “3-month data collected from all patients in the Phase 1 portion of the ongoing LEGEND trial demonstrated a favorable safety
profile[.]” Safety is a determination that is within the authority of the FDA. Please revise or remove these statements and similar statements throughout your prospectus. Note that you may state your product candidate has been well tolerated,
if accurate.

 Response: The Company advises the Staff that it has revised the disclosure on pages 299 and 301
of the Amendment in response to this comment.

 Our Strategy, page 298

5.
 We note your response to our previous comment 32 specifically where you state that you attempted to follow
FDA guidance for the design of clinical studies for development of novel NMIBC treatments. On page 303 you affirmatively state that you have followed such guidance. Please clarify if during the FDA discussion of your
EG-70 development plan the FDA made changes that allowed you to be in compliance with such guidance.

Response: The Company advises the Staff that it has revised the disclosure on pages 300 and 305 of the Amendment in response to this
comment.

 2

 Securities and Exchange Commission

August 29, 2023

  Page
 3

 Product and Pipeline Development, page 300

6.
 We note your response to our previous comment 35 and reissue. Please revise the pipeline table on page 300
to include columns for Phase 1, 2 and 3 clinical trials.

 Response: The Company advises the Staff that it has
revised the table on page 302 of the Amendment in response to this comment.

 Legend: A Phase 1/2 Study of
EG-70 in NMIBC

 Phase 2 Trial, page 307

7.
 We note your response to our previous comment 34 and reissue in part. At first use please define cystoscopic
CR in layman terms.

 Response: The Company advises the Staff that it has revised the disclosure on pages 307
and 309 of the Amendment in response to this comment.

 Analysis if intravesical mEG-70 treatment..., page
311

8.
 We note your response to our previous comment 40. Please revise your tables on pages 312 and 315 so that all
text is legible. Specifically, the key to the mouse chart on page 312 and 315 as well as the text within the table at the bottom of page 315.

Response: The Company advises the Staff that it has revised the tables on pages 314 and 317 of the Amendment in response to this comment.

 * * * *

 If you have any questions or
comments regarding these responses or require any additional information, please do not hesitate to contact me at +1.212.309.6843 or Thurston J. Hamlette at +1.212.309.6240.

 Very truly yours,

/s/ Howard Kenny

 3

United States securities and exchange commission logo
August 22, 2023
Jason Hanson
Chief Executive Officer
enGene Holdings Inc.
7171 Rue Frederick Banting
Saint-Laurent, QC H4S IZ9, Canada
Re:enGene Holdings Inc.
Registration Statement on Form S-4
Filed August 9, 2023
File No. 333-273851
Dear Jason Hanson:
            We have reviewed your 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.
Amendment No.1 to Registration Statement on Form S-4
Questions and Answers about the Business Combination...
What is the PIPE Financing?, page 28
1.We note your response to our prior comment 8. Please include the portion of such
response that indicates the material differences in the price per share of the FEAC Shares
issued at the time of the IPO and the price of the securities being issued in the private
placements at the time of the Business Combination.
Proposal No. 1 - The Business Combination Proposal
Background of Business Combination, page 175
2.We note your response to our prior comment 15 and reissue in part. Please include a
description of the discussions that took place in the May 30, 2022 meeting.

 FirstName LastNameJason Hanson
 Comapany NameenGene Holdings Inc.
 August 22, 2023 Page 2
 FirstName LastNameJason Hanson
enGene Holdings Inc.
August 22, 2023
Page 2
3.We note your revisions in response to prior comment 21. Please further expand your
disclosure to indicate if the waiver of the corporate opportunities doctrine impacted
FEAC's search for an acquisition target.
Business of enGene
Fast Tracked Product Candidate in Underserved Market, page 297
4.You make some assertions regarding the safety of EG-70 including your statement that the
EG-70 "3-month data collected from all patients in the Phase 1 portion of the ongoing
LEGEND trial demonstrated a favorable safety profile[.]" Safety is a determination that is
within the authority of the FDA. Please revise or remove these statements and similar
statements throughout your prospectus. Note that you may state your product candidate
has been well tolerated, if accurate.
Our Strategy, page 298
5.We note your response to our previous comment 32 specifically where you state that you
attempted to follow FDA guidance for the design of clinical studies for development of
novel NMIBC treatments. On page 303 you affirmatively state that you have followed
such guidance. Please clarify if during the FDA discussion of your EG-70 development
plan the FDA made changes that allowed you to be in compliance with such guidance.
Product and Pipeline Development, page 300
6.We note your response to our previous comment 35 and reissue. Please revise the pipeline
table on page 300 to include columns for Phase 1, 2 and 3 clinical trials.
Legend: A Phase 1/2 Study of EG-70 in NMIBC
Phase 2 Trial, page 307
7.We note your response to our previous comment 34 and reissue in part. At first use please
define cystoscopic CR in layman terms.
Analysis if intravesical mEG-70 treatment..., page 311
8.We note your response to our previous comment 40. Please revise your tables on pages
312 and 315 so that all text is legible. Specifically, the key to the mouse chart on page 312
and 315 as well as the text within the table at the bottom of page 315.
            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.

 FirstName LastNameJason Hanson
 Comapany NameenGene Holdings Inc.
 August 22, 2023 Page 3
 FirstName LastName
Jason Hanson
enGene Holdings Inc.
August 22, 2023
Page 3
            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.

CORRESP
1
filename1.htm

CORRESP

 Howard Kenny

+1.212.309.6843

 howard.kenny@morganlewis.com

August 9, 2023

 Securities and Exchange Commission

Division of Corporation Finance

 100 F. Street, N.E.

Washington, D.C. 20549

Re:
 enGene Holdings Inc.

To Whom it May Concern:

 On behalf of enGene Holdings Inc. (the
“Company”), we submit this letter in response to comments from the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) contained in its letter dated
July 12, 2023, relating to the above referenced Draft Registration Statement on Form S-4 (the “June 14 DRS”). Concurrently herewith, the Company is filing a
Registration Statement on Form S-4 (the “Registration Statement”).

 For the Staff’s
convenience, the Staff’s comments have been stated below in their entirety in bold, followed by the corresponding responses from the Company. Except for any page references appearing in the headings or the Staff’s comments (which are
references to the June 14 DRS), all page references herein correspond to the page of the Registration Statement. Capitalized terms used but not defined in this letter have the meanings ascribed to such terms in the Registration Statement. Where
appropriate, changes conforming to those noted in responses have also been made elsewhere in the prospectus.

 Draft Registration Statement on Form S-4

 Cover Page

1.
 Please revise your cover page to disclose the valuation assigned to enGene for purposes of the Business
Combination.

 Response: The Company advises the Staff that it has revised the disclosure on the cover page of the
Registration Statement to state the valuation assigned to enGene for purposes of the Business Combination.

Morgan, Lewis & Bockius LLP

101 Park Avenue

New York, NY 10178-0060

 +1.212.309.6000

United States

 +1.212.309.6001

 Securities and Exchange Commission

August 9, 2023

  Page
 2

 Questions and Answers About the Business Combination and the Special Meeting

Q: Why is FEAC proposing the Business Combination, page 11

2.
 You state that in approving the business combination the FEAC board considered certain factors and proceed
to discuss them. Please revise your answer to balance the description with equally prominent disclosure of regulatory and competitive challenges you face.

Response: The Company advises the Staff that it has revised the disclosure on page 14 of the Registration Statement in response to this comment.

3.
 In the second bullet point on page 12, please specify the milestones that the FEAC Board considered that
could provide an opportunity for potential uplifts in enGene’s valuation.

 Response: The Company advises the Staff
that it has revised the disclosure on pages 13 and 189 of the Registration Statement in response to this comment.

 Q: What interests do
FEAC’s current officers and directors have in the Business Combination?, page 14

4.
 Please quantify any
out-of-pocket expenses for which the sponsor and its affiliates are awaiting reimbursement.

Response: The Company advises the Staff that it has revised the disclosure on pages 19 of the Registration Statement in response to this comment.

 Q: What equity stake will current FEAC Shareholders, the enGene Shareholders and the Sponsor..., page 19

5.
 Please add a table showing the pro forma ownership interests described in this section, as expanded to
include each group of security holders, based on all shares that may be issued on a fully-diluted basis, including the ownership interests of the PIPE investors and the Convertible Bridge Financing investors, based on a no redemption scenario, a 50%
redemption scenario and a maximum redemption scenario, including any needed assumptions. Ensure your revised disclosure addresses all possible sources and extent of dilution that shareholders who elect not to redeem their shares may experience in
connection with the business combination. Provide disclosure of the impact of each significant source of dilution, including the amount of equity held by founders, convertible securities, including warrants retained by redeeming shareholders, at
each of the redemption levels detailed in your sensitivity analysis, including any needed assumptions.

 Response: The
Company advises the Staff that in response to this comment it has revised the disclosure on pages 21, 22 and 23 of the Registration Statement under the new prompt, “Q: What will the respective percentage ownership interests of New enGene be
following the consummation of the Business Combination.”

 2

 Securities and Exchange Commission

August 9, 2023

  Page
 3

6.
 Quantify the value of warrants, based on recent trading prices, that may be retained by redeeming
shareholders assuming maximum redemptions and identify any material resulting risks.

 Response: The Company advises the
Staff that it has revised the disclosure on pages 25, 26 and 167 of the Registration Statement in response to this comment.

7.
 It appears that underwriting fees remain constant and are not adjusted based on redemptions. Revise to
disclose the effective underwriting fee on a percentage basis for shares at each redemption level presented in your sensitivity analysis related to dilution.

Response: The Company advises the Staff that it has revised the disclosure on pages 169, 397 and 398 of the Registration Statement in
response to this comment. The Company respectfully advises the Staff that the amount of the deferred underwriting fees payable to the underwriters of FEAC’s IPO are not required to be adjusted for any FEAC Class A Shares that are redeemed
in connection with FEAC’s initial business combination.

 Q: What is the PIPE Financing?, page 24

8.
 Please highlight in this question and answer, and in the next question and answer regarding the Convertible
Bridge Financing, the material differences in the price of the FEAC Shares issued at the time of the IPO and the price of the securities being issued in the private placements at the time of the Business Combination. Disclose if the SPAC’s
sponsors, directors, officers or their affiliates will participate in the private placements.

 Response: The Company
respectfully submits to the Staff that FEAC issued FEAC Units in its IPO at an offering price of $10.00 per FEAC Unit, which consisted of one FEAC Class A Share and one-third of one FEAC Public Warrant.

 The Company further respectfully submits to the Staff that in connection with the PIPE Financing, FEAC entered into Subscription Agreements with New
enGene and certain PIPE Investors pursuant to which it agreed that it will issue and sell to the PIPE Investors (or after the Assumption, New enGene) the number of FEAC Class A Shares (or after the Assumption, New enGene Shares) provided for in
the applicable Subscription Agreement in exchange for the purchase price of $10.25 per FEAC Class A Share (or after the Assumption, New enGene Share), which purchase price was set on the basis of the initial amount available per FEAC
Class A Share in FEAC’s Trust Account immediately upon the consummation of its IPO. Immediately following the execution and delivery of the Subscription Agreements, FEAC and New enGene entered into a Side Letter Agreement with each PIPE
Investor, amending such PIPE Investor’s Subscription Agreement, pursuant to which each PIPE Investor will receive a specified number of additional FEAC Class A Shares (or after the Assumption, New enGene Shares) and a specified number of
FEAC Public Warrants (of after the Assumption, New enGene Warrants), in each case in consideration of the aggregate purchase price set forth in the relevant PIPE Investor’s original Subscription Agreement.

 3

 Securities and Exchange Commission

August 9, 2023

  Page
 4

 In addition, the Company respectfully submits to the Staff that, pursuant to the Non-Redemption Agreement entered into between FEAC, New enGene and a FEAC shareholder, FEAC will, in consideration of such FEAC shareholder’s commitment not to redeem its FEAC Class A Shares in connection
with the approval of the Business Combination by the shareholders of FEAC, issue additional FEAC Class A Shares and FEAC Public Warrants (or after the Assumption, New enGene will issue additional New enGene Shares and New enGene Warrants) to
such FEAC shareholder, such that, in the aggregate, such FEAC shareholder will hold the same amount of FEAC Class A Shares and FEAC Public Warrants (or after the Assumption, New enGene Shares and New enGene Warrants) as it would have received
if it had subscribed, in an amount equal to its existing IPO investment in FEAC Class A Shares, for FEAC Class A Shares in the PIPE Financing (or after the Assumption, New enGene Shares) on the same terms and at the same purchase price per
FEAC Class A Share as the PIPE Financing, taking into account the additional FEAC Class A Shares and FEAC Public Warrants (or after the Assumption, New enGene Shares and New enGene Warrants) allocated to the PIPE Investors pursuant to the
Side Letter Agreements.

 Finally, the Company respectfully submits to the Staff that the Convertible Bridge Financing indebtedness will be converted in
the Transactions into that number of New enGene Shares and New enGene Warrants that, when exchanged at the Company Exchange Ratio, shall equal that number of FEAC Class A Shares and FEAC Public Warrants (or after the Assumption, New enGene
Shares and New enGene Warrants) that the holders of such indebtedness would have received if they had subscribed, in an amount equal to their existing investment in the Convertible Bridge Financing, for FEAC Class A Shares in the PIPE Financing
(or after the Assumption, New enGene Shares) on the same terms and at the same purchase price per FEAC Class A Share as the PIPE Financing, taking into account the additional FEAC Class A Shares and FEAC Public Warrants (or after the
Assumption, New enGene Shares and New enGene Warrants) allocated to the PIPE Investors pursuant to the Side Letter Agreements.

 In response to the last
part of the question, the Company has revised the disclosure on pages 13, 189 and 190 of the Registration Statement.

 The Non-Redemption Agreement, page 34

9.
 Please disclose the number of FEAC Class A Shares and FEAC Warrants (or after the Assumption, the
number of New enGene Shares and New enGene Warrants) issuable to the FEAC Shareholders under the Non-Redemption Agreement.

Response: The Company advises the Staff that in response to this comment it has revised the disclosure on pages 39, 207, 223 of the
Registration Statement and the Notice of Special Meeting.

 4

 Securities and Exchange Commission

August 9, 2023

  Page
 5

 Conditions to Closing, page 36

10.
 We note your disclosure that it is a condition to closing that New enGene’s initial listing application
with the Nasdaq or other exchange shall have been approved but such condition appears to be waivable. Please revise to disclose whether the terms of the Business Combination Agreement permit that the Nasdaq listing closing condition could be waived
without recirculation or resolicitation. If so, please revise the risk factor on page 145 to reflect as such and describe the risks attendant to such a waiver, and revise this section to indicate that shareholders may not have certainty at the time
they vote or make their redemption decision as to whether the New enGene’s securities will be listed on a national securities exchange following the business combination.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on
pages 32, 33, 49, 145, 146, 153, 154 and 202 of the Registration Statement in response to this comment and to clarify that in the event of a waiver of any waivable condition to the Business Combination, including the condition with respect to
the listing on Nasdaq or any other national securities exchange, the FEAC Board and the enGene Board will evaluate the materiality of any such waiver to determine whether recirculation or resolicitation would be required, and that FEAC and enGene
may waive one or more of the waivable conditions to the Business Combination (including the Nasdaq listing closing condition) without recirculation of the proxy statement/prospectus or resoliciting stockholder approval.

Recirculation and resolicitation would significantly delay the closing of the Business Combination and divert the attention of FEAC and enGene management from
the operations of their respective businesses. Given these potential risks and considerations, the FEAC Board and the enGene Board need to be able to exercise their business judgment and have discretion to waive the condition as permitted under the
Business Combination Agreement and disclosed in the proxy statement/prospectus.

 While the Nasdaq listing requirement is material, the FEAC Board and the
enGene Board need to be able weigh the benefits of the Nasdaq listing requirement against the consequences of a failed or delayed transaction as a result of recirculation or resolicitation. Further, the combined company (i.e. New enGene) may,
following the Business Combination, have its securities publicly traded on an over-the-counter market and, if it decides that it is in its best interest to do so, may
reapply at the appropriate time to have its securities listed on Nasdaq or apply to be listed on any other national exchange.

 Given the FEAC Board’s
and the enGene Board’s discretion as well as the alternatives available to the combined company if its securities were not to be listed on Nasdaq, the Company respectfully advises the Staff that the Company does not believe that recirculation
or resolicitation should be required if this condition was to be waived.

 Interests of enGene’s Significant Shareholders, Directors and
Executive Officers in the Business Combination, page 43

11.
 Please expand your disclosure regarding Forbion Capital Fund III’s ownership interests in enGene.
Disclose the approximate dollar value of the interests based on the transaction value and recent trading prices as compared to the price paid for the ownership interests. In addition, please clarify how the FEAC Board considered these interests in
negotiating and recommending the Business Combination.

 Response: The Company advises the Staff that it has revised the
disclosure on pages 48, 49 and 201 of the Registration Statement in response to this comment.

 Potential Purchases of Shares and/or Public
Warrants, page 159

12.
 We note your disclosure here and on page 137 that the Sponsor, enGene and/or its affiliates may purchase
shares and/or warrants in privately negotiated transactions or in the open market from public shareholders, or they may enter into transactions with investors and others to provide them with incentives to acquire shares of FEAC Class A Shares
or vote their shares in favor of the Business Combination, and that the purpose of such purchases and other transactions could be to vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining shareholder
approval. In an appropriate location, please disclose how such purchases will comply with the requirements of Rule 14e-5 under the Exchange Act. Refer to Tender Offer Rules and Schedules Compliance and
Disclosure Interpretation 166.01 for guidance.

 Response: The Company advises the Staff that in response to this
comment it has revised the disclosure on pages 143, 144, 169 and 170 of the Registration Statement to clarify that any purchases of FEAC Class A Shares or FEAC Warrants made by FGOF, the Sponsor, enGene and FEAC’s directors, officers
or their respective affiliates in privately negotiated transactions or in the open market from FEAC Shareholders will comply with the requirements of Rule 14e-5 under the Exchange Act, including that any such
shares will not be voted in favor of the Business Combination.

 5

 Securities and Exchange Commission

August 9, 202

United States securities and exchange commission logo
July 12, 2023
Jason Hanson
Chief Executive Officer
enGene Holdings Inc.
7171 Rue Frederick Banting
Saint-Laurent, QC H4S IZ9, Canada
Re:enGene Holdings Inc.
Draft Registration Statement on Form S-4
Submitted June 14, 2023
CIK No. 0001980845
Dear Jason Hanson:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-4
Cover Page
1.Please revise your cover page to disclose the valuation assigned to enGene for purposes of
the Business Combination.
Questions and Answers About the Business Combination and the Special Meeting
Q: Why is FEAC proposing the Business Combination, page 11
2.You state that in approving the business combination the FEAC board considered certain
factors and proceed to discuss them.  Please revise your answer to balance the description
with equally prominent disclosure of regulatory and competitive challenges you face.

 FirstName LastNameJason Hanson
 Comapany NameenGene Holdings Inc.
 July 12, 2023 Page 2
 FirstName LastNameJason Hanson
enGene Holdings Inc.
July 12, 2023
Page 2
3.In the second bullet point on page 12, please specify the milestones that the FEAC Board
considered that could provide an opportunity for potential uplifts in enGene’s valuation.
Q: What interests do FEAC's current officers and directors have in the Business Combination?,
page 14
4.Please quantify any out-of-pocket expenses for which the sponsor and its affiliates are
awaiting reimbursement.
Q: What equity stake will current FEAC Shareholders, the enGene Shareholders and the
Sponsor..., page 19
5.Please add a table showing the pro forma ownership interests described in this section, as
expanded to include each group of security holders, based on all shares that may be issued
on a fully-diluted basis, including the ownership interests of the PIPE investors and the
Convertible Bridge Financing investors, based on a no redemption scenario, a 50%
redemption scenario and a maximum redemption scenario, including any needed
assumptions.  Ensure your revised disclosure addresses all possible sources and extent of
dilution that shareholders who elect not to redeem their shares may experience in
connection with the business combination.  Provide disclosure of the impact of each
significant source of dilution, including the amount of equity held by founders,
convertible securities, including warrants retained by redeeming shareholders, at each of
the redemption levels detailed in your sensitivity analysis, including any needed
assumptions.
6.Quantify the value of warrants, based on recent trading prices, that may be retained by
redeeming shareholders assuming maximum redemptions and identify any material
resulting risks.
7.It appears that underwriting fees remain constant and are not adjusted based on
redemptions.  Revise to disclose the effective underwriting fee on a percentage basis for
shares at each redemption level presented in your sensitivity analysis related to dilution.
Q: What is the PIPE Financing?, page 24
8.Please highlight in this question and answer, and in the next question and answer
regarding the Convertible Bridge Financing, the material differences in the price of the
FEAC Shares issued at the time of the IPO and the price of the securities being issued in
the private placements at the time of the Business Combination.  Disclose if the SPAC’s
sponsors, directors, officers or their affiliates will participate in the private placements.
The Non-Redemption Agreement, page 34
9.Please disclose the number of FEAC Class A Shares and FEAC Warrants (or after the
Assumption, the number of New enGene Shares and New enGene Warrants) issuable to
the FEAC Shareholders under the Non-Redemption Agreement.

 FirstName LastNameJason Hanson
 Comapany NameenGene Holdings Inc.
 July 12, 2023 Page 3
 FirstName LastNameJason Hanson
enGene Holdings Inc.
July 12, 2023
Page 3
Conditions to Closing, page 36
10.We note your disclosure that it is a condition to closing that New enGene’s initial listing
application with the Nasdaq or other exchange shall have been approved but such
condition appears to be waivable.  Please revise to disclose whether the terms of the
Business Combination Agreement permit that the Nasdaq listing closing condition could
be waived without recirculation or resolicitation.  If so, please revise the risk factor on
page 145 to reflect as such and describe the risks attendant to such a waiver, and revise
this section to indicate that shareholders may not have certainty at the time they vote or
make their redemption decision as to whether the New enGene’s securities will be listed
on a national securities exchange following the business combination.
Interests of enGene's Significant Shareholders, Directors and Executive Officers in the Business
Combination, page 43
11.Please expand your disclosure regarding Forbion Capital Fund III's ownership interests in
enGene.  Disclose the approximate dollar value of the interests based on the transaction
value and recent trading prices as compared to the price paid for the ownership interests.
In addition, please clarify how the FEAC Board considered these interests in negotiating
and recommending the Business Combination.
Potential Purchases of Shares and/or Public Warrants, page 159
12.We note your disclosure here and on page 137 that the Sponsor, enGene and/or its
affiliates may purchase shares and/or warrants in privately negotiated transactions or in
the open market from public shareholders, or they may enter into transactions with
investors and others to provide them with incentives to acquire shares of FEAC Class A
Shares or vote their shares in favor of the Business Combination, and that the purpose of
such purchases and other transactions could be to vote such shares in favor of the Business
Combination and thereby increase the likelihood of obtaining shareholder approval.  In an
appropriate location, please disclose how such purchases will comply with the
requirements of Rule 14e-5 under the Exchange Act.  Refer to Tender Offer Rules and
Schedules Compliance and Disclosure Interpretation 166.01 for guidance.
Proposal No. 1 - The Business Combination Proposal
Background of the Business Combination, page 164
13.We note that in identifying enGene, FEAC's management identified 85 potential targets,
entered into 31 non-disclosure agreements, and submitted three letters of intent.  Please
expand this section to discuss how such companies were identified and what criteria was
used to not consider certain companies.
14.We note you entered into three letters of intent, one being with enGene.  Please provide a
general description of the other two targets and disclose when you ended discussions with
those companies.

 FirstName LastNameJason Hanson
 Comapany NameenGene Holdings Inc.
 July 12, 2023 Page 4
 FirstName LastName
Jason Hanson
enGene Holdings Inc.
July 12, 2023
Page 4
15.You state that on May 13, 2022 representatives of FEAC and representatives of enGene
met to discuss valuation and the potential size of a PIPE financing.  You also state that
further meetings were held on May 22, 2022 and May 30, 2022.  Please identify the
representatives of enGene that were present and include a description of the discussions
that took place on May 22, 2022 and May 30, 2022.
16.You state that on May 31, 2022 the FEAC Board convened to approve a draft non-binding
letter of interest.  Please include a discussion of the key terms that were approved.
17.We note that on August 29, 2022 Morgan Lewis granted virtual data room access to
Kirkland & Elis and Davis Polk & Wardwell London LLP.  Please identify who Davis
Polk is representing in this transaction.
18.You state that on September 29, 2022 and October 31, 2022 a Big Four accounting firm
was appointed advisor to FEAC.  Please identify the accounting firm.
19.We note your disclosure that on March 23, 2023, Davis Polk had a telephonic meeting
with Morgan Lewis to discuss the presentation of certain of enGene’s phase 2 study data
to potential PIPE investors.  Please tell us where you have disclosed that data in your
proxy statement/prospectus or revise your disclosure as appropriate.
20.We note your disclosure on page 175 that on May 14, 2023, the FEAC Board
unanimously approved the entry into the Business Combination Agreement and Ancillary
Agreements and the transactions contemplated thereby.  Please disclose what the pre-
money valuation of enGene was for purposes of the Business Combination Agreement
that the FEAC Board approved.  If that valuation changed from the $200 million pre-
money valuation for purposes of the May 5, 2022 initial non-binding business
combination proposal as disclosed on page 166, and the $200 million pre-money valuation
for purposes of the signed letter of intent on July 3, 2022 as disclosed on page 167, please
revise to provide a discussion as to how the material terms of the consideration evolved
during the negotiations.  In your revised disclosure, please ensure that investors can tie the
valuation negotiations in the background section to the disclosure on page 186 that, for
purposes of the fairness opinion, Lincoln derived an implied enterprise value of enGene
from the Transaction of $111 million.
21.We note that FEAC's amended and restated memorandum and articles of association
waived the corporate opportunities doctrine.  Please address this potential conflict of
interest and whether it impacted FEAC's search for an acquisition target.
The FEAC Board's Reasons for the Business Combination, page 176
22.We note that none of your factors in deciding to approve the proposed business
combination address the consideration to be paid for enGene in the transaction.  Please
discuss whether and how the board took this factor into account in recommending the
transaction and, if not, why not.

 FirstName LastNameJason Hanson
 Comapany NameenGene Holdings Inc.
 July 12, 2023 Page 5
 FirstName LastName
Jason Hanson
enGene Holdings Inc.
July 12, 2023
Page 5
Lincoln's Fairness Opinion, page 182
23.Please supplementally provide us with copies of all materials prepared by Lincoln
International LLC and shared with the FEAC board of directors and their representatives,
including any board books, transcripts and summaries of oral presentations, that were
material to the board's decision to approve the merger and the transactions contemplated
thereby.
Survival of Representations, Warranties and Covenants, page 207
24.We note your disclosure that the representations and warranties of the parties contained in
the Business Combination Agreement do not survive the Closing and that there are no
indemnification rights.  Please include appropriate risk factor disclosure.
Unaudited Pro forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Balance Sheet, page 241
25.You state in Note 5b on page 250 that the $18.5 million 2022 Convertible Notes and $38.0
million 2023 convertible notes will convert into 33,127,334 enGene common shares.
Please clarify how the 33,127,334 shares were derived.
26.Please revise the explanation of adjustment 5(i) on page 251 to explain how the
121,342,000 was derived.
27.You state in adjustment 5u on page 252 that the PIPE warrants are preliminarily expected
to be equity-classified warrants as they meet the indexation requirements under ASC 815-
40.  Please clarify the basis of your accounting treatment for the warrants to be issued in
connection with the PIPE financing once the terms have been finalized.  Provide the
applicable paragraphs in the agreement that support your conclusion.
28.You disclose on page F-61 a forward purchase agreement in which the Sponsor has agreed
to purchase (1) an aggregate of 1,000,000 Class A ordinary shares for $10.00 per share
(the "firm forward purchase shares"), or an aggregate amount of $10,000,000 and (2) in
addition, an aggregate of up to 1,000,000 Class A ordinary shares for $10.00 per share
(the "additional forward purchase shares"), or an aggregate maximum amount of up to
$10,000,000, in each case in a private placement that may close simultaneously with the
closing of the Company’s initial Business Combination.  Please provide us your
consideration of including the issuance in the pro forma information and providing
additional disclosure in the filing of the status of the agreement.
Business of enGene
Overview, page 279
29.You state that EG-70 is being developed to treat "high grade" non-muscle invasive
bladder cancer (NMIBC) that has elements of carcinoma in situ "Cis."  Please define "high
grade" and "carcinoma in situ" and describe such elements.  We also note in this regard

 FirstName LastNameJason Hanson
 Comapany NameenGene Holdings Inc.
 July 12, 2023 Page 6
 FirstName LastNameJason Hanson
enGene Holdings Inc.
July 12, 2023
Page 6
that you disclose here that EG-70 is being developed to treat "high grade non-
muscle invasive bladder cancer ("NMIBC") that has elements of carcinoma in situ
("Cis")" but that in other locations you disclose that EG-70 is being developed as a
monotherapy for BCG-unresponsive NMIBC with Cis.  Please indicate if the potential
market for this candidate would be limited to patient populations with "high grade"
NMIBC with Cis and, if appropriate, revise your disclosure for consistency.
30.Please disclose the addressable market or patient populations for enGene's product
candidates in the countries and jurisdictions where EnGene currently intends to seek
regulatory approval.  For EG-70, please include the projections referred to on page 84 for
the number of people who have the disease that the product candidate is targeting, as well
as the subset of people with the disease in a position to receive enGene's therapies, if
approved.
31.We note your disclosure that EG-70 has been given "Fast Track" designation by the FDA.
Please revise to include balancing disclosure that an accelerated approval pathway may
not lead to a faster development or regulatory review or approval process and does not
increase the likelihood that your product candidate will receive marketing approval.
Focus on advancing our lead product candidate EG-70. . . , page 280
32.You state here and on page 286 that you have followed the FDA guidance for NMIBC
treatment and have discussed your EG-70 development plan with the FDA.  Please state
the status of such discussions and any feedback received from the FDA.
Fast Tracked Product Candidate in Underserved Market, page 281
33.You state that across all dose levels tested in the Phase I study of EG-70, a 3-month
complete response rate of 71% (N=21) was observed and that Phase 1 patients who were
treated in the RP2D cohort and who elected to continue treatment and receive an
additional 12-week cycle had a 57% CR rate at 6-months (4 out of 7).  Please expand the
discussion to explain the statistical significance of these observations.
Our Gene Therapy Platform for Mucosal Tissues, page 281
34.At first use, please define viral vectors, AAV viral vectors, TURBT, and cystoscopic
CR in layman terms.
Product and Pipeline Development, page 282
35.We note your pipeline table on page 283 showing the current status of your product
development.  Please revise the table to include columns for