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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.
 Jason D. Hanson
FirstName LastNameJason  D. Hanson
enGene Holdings  Inc.
Comapany8,
December  NameenGene
             2023       Holdings Inc.
December
Page 2    8, 2023 Page 2
FirstName LastName

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.
 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,
FirstName LastNameJason D. Hanson
                                                             Division of
Corporation Finance
Comapany NameenGene Holdings Inc.
                                                             Office of Life
Sciences
December 8, 2023 Page 3
cc:       Howard A. Kenny, Esq.
FirstName LastName
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