enGene Holdings Inc-A美股招股说明书(2025-11-12版)

Common Shares common shares, pursuant to this prospectus supplement and the accompanying prospectus. We are offering Our common shares are listed on Nasdaq CapitalMarket (“Nasdaq”), under the symbol “ENGN.” On November11, 2025,the last reported sale price of our common shares on Nasdaq was $8.82 per common share. We are an “emerging growth company” under applicable federal securities laws and, as such, have elected tocomply with certain reduced public company reporting requirements for this prospectus supplement and future filings.See “Prospectus Supplement Summary — Emerging Growth Company and Smaller Reporting Company.” Investing in our common shares involves significant risks. See “Risk Factors” beginning on pageS-7of this prospectus supplement as well as the documents incorporated by reference into thisprospectus supplement and the accompanying prospectus for a discussion of the factors you shouldconsider before deciding to purchase our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapprovedof these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanyingprospectus. Any representation to the contrary is a criminal offense. No sales of our Common Shares under this prospectus will be offered or made in Canada, or knowingly to a personresident in Canada. (1)See “Underwriting” for a description of compensation payable to the underwriters. We have granted the underwriters an option for a period of 30 days to purchase an additional common shares. If theunderwriters exercise the option in full, the total underwriting discounts and commissions payable by us will be $, and thetotal proceeds to us, before expenses, will be $. The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectussupplement and the accompanying prospectus are not an offer to sell these securities and they are not soliciting an offer to buy thesesecurities in any jurisdiction where the offer or sale thereof is not permitted.Delivery of our common shares is expected to be made on or about November, 2025. Joint Book-running Managers WellsFargoSecurities Jefferies Table of Contents TABLE OF CONTENTSPROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSSPECIAL CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDIVIDEND POLICYDILUTIONCERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONSCERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONSUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE PROSPECTUS ABOUT THIS PROSPECTUSPROSPECTUS SUMMARYRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDESCRIPTION OF SHARE CAPITALDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF SUBSCRIPTION RECEIPTSDESCRIPTION OF WARRANTSDESCRIPTION OF UNITSU. S. AND CANADIAN FEDERAL INCOME TAX CONSIDERATIONSPLAN OF DISTRIBUTIONWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN DOCUMENTS BY REFERENCEENFORCEMENT OF CIVIL LIABILITIESTRANSFER AGENT AND REGISTRARLEGAL MATTERSEXPERTS Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus relate to an offering of our common shares. Before buying any of the commonshares that we are offering, we urge you to carefully read this prospectus supplement and the accompanying prospectus, together with the informationincorporated by reference herein and therein, including as described under the headings “Where You Can Find More Information” and “Incorporation ofCertain Information by Reference” in this prospectus supplement. These documents contain important information that you should consider whenmaking your investment decision. This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering of our common shares andalso adds to, updates and changes the information contained in the accompanying prospectus and the documents incorporated by reference into thisprospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus, which provides more general information,some of which may not apply to this offering and some of which may have been supplemented or superseded by information in this prospectussupplement or documents incorporated or deemed to be incorporated by reference into this prospectus supplement that we filed with the Securities andExchange Commission (“SEC”), subsequent to the date of the prospectus. To the extent the information contained in this prospectus supplement differsfrom or conflicts with the information contained in the accompanying prospectus or any document incorporated by reference herein or therein, theinformation in this prospectus supplement will control. If any statement in one of these documents is inconsistent with a statement