Correspondence 0001213900-24-055266 from Silexion Therapeutics Corp (SLXN)
Silexion Therapeutics Corp
Date: June 24, 2024 · CIK: 0002022416 · Accession: 0001213900-24-055266
AI Filing Summary & Sentiment
File numbers found in text: 333-279281
Referenced dates: June 5, 2024
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Biomotion Sciences
250 Park Avenue, 7th Floor
New York, NY 10177
Telephone: (212) 572-6395
June 24, 2024
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Finance
100 F Street, NE
Washington, DC 20549
Attention:
Franklin Wyman
Kevin Vaughn
Daniel Crawford
Tim Buchmiller
Re: Biomotion Sciences
Registration Statement on Form S-4
Filed May 9, 2024
SEC File Number 333-279281
Ladies and Gentlemen:
On behalf of Biomotion Sciences (“Biomotion”
or the “Company”), we have provided below the Company’s responses to the comments of the Staff (the “Staff”)
of the Division of Corporation Finance, Office of Life Sciences of the Securities and Exchange Commission (the “Commission”)
relating to the Company’s Registration Statement on Form S-4 filed on May 9, 2024 (the “Registration Statement”),
as set forth in the Staff’s letter to the Company dated June 5, 2024 (the “Comment Letter”).
For convenience of reference, the text of the comments
in the Staff’s letter has been reproduced in bold text below. The Company has provided its response immediately after each numbered
comment. Capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in Amendment No. 1 to the Registration
Statement (the “Amended Registration Statement”), which the Company is filing concurrently herewith with the Commission
through the Commission’s EDGAR system.
Registration Statement on Form
S-4 Cover Page
1. Please revise your Cover Page and where else you disclose Moringa’s securities are listed on Nasdaq
to disclose Moringa received notice from Nasdaq that it is in non-compliance with Nasdaq IM-5101-2 and the potential ramifications if
the Panel does not grant Moringa’s requested six-month extension as discussed on page 74. Revise where you discuss the factors considered
by the Moringa Board in recommending the Business Combination to disclose whether it considered the potential de-listing of Moringa securities
in recommending the Business Combination.
Response: In response to the Staff’s comment, the Company
has added the requested disclosure noting Moringa’s current non-compliance with Nasdaq IM-5101-2 on the cover page of, and throughout,
the Amended Registration Statement when referencing the listing of Moringa’s securities on Nasdaq. The Company has furthermore added
the potential de-listing of Moringa’s securities from Nasdaq to the list of factors considered by the Moringa Board in recommending
the Business Combination. The Company respectfully advises the Staff that based on the hearing held on April 23, 2024, the Panel has accepted
Moringa’s request for continued listing so long as Moringa completes a business combination on or before August 19, 2024.
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Frequently Used Terms, page 1
2. We note that the Condition Precedent Proposals means each of the Business Combination Proposal, the
Articles Amendment Proposal, the Share Incentive Plan Proposal and the Director Election Proposal. Please tell us where the Articles Amendment
Proposal, the Share Incentive Plan Proposal and the Director Election Proposal are presented or revise throughout as appropriate.
Response: In response to the
Staff’s comment, in the Amended Registration Statement, the Company has deleted the references to the Share Incentive Plan Proposal
and the Director Election Proposal, which were errant references. We respectfully note that in response to comment 20 in the Staff’s
letter (as described below), Moringa has added an Articles Amendment Proposal, which along with the Business Combination Proposal and
Merger Proposal, collectively constitute the Condition Precedent Proposals.
Questions and Answers About the Proposals
Q: What voting interests will
our current shareholders, the Sponsor, and Silexion shareholders...?, page 11
3. Please disclose the sponsor and its affiliates’ total potential ownership interest in the combined
company, assuming exercise and conversion of all securities. Please revise to disclose 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: In response to the
Staff’s comment, in the Amended Registration Statement, the Company has added the requested disclosures related to the sponsor and
its affiliates’ potential ownership interest, assuming exercise and conversion of all securities, as well as all possible sources
and extent of dilution that shareholders who elect not to redeem their shares may experience, at each redemption level.
4. Revise your disclosure to show the potential impact of redemptions on the per share value of the
shares owned by non-redeeming shareholders by including a sensitivity analysis showing a range of redemption scenarios, including minimum,
maximum and interim redemption levels.
Response: In response to the
Staff’s comment, in the Amended Registration Statement, the Company has added the disclosure regarding the impact of redemptions
on the per share value of the shares owned by non-redeeming shareholders as requested. We respectfully inform the Staff that as we did
for all sensitivity analyses appearing in the original filing of the Registration Statement, we have maintained two (rather than three)
redemption scenarios— no redemption and full redemption—in each sensitivity analysis in the Amended Registration Statement.
That is due to the fact that even the “no redemption” scenario already reflects the redemption of approximately 95.5% of the
originally outstanding Moringa public shares, which were redeemed in connection with the two general meetings of Moringa at which the
two Extension Amendments to the Existing Articles were approved by Moringa’s shareholders (in February 2023 and August 2023, respectively).
Thus, given that the 515,019 remaining-outstanding Moringa public shares already reflect merely approximately 4.5% of the 11,500,000 originally-outstanding
Moringa public shares, Moringa believes that the presentation of two scenarios involving those remaining shares — no redemption
and full redemption — will provide all material information for investors.
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Q: What interests do our Sponsor,
current officers, directors and advisors have in the Business Combination?, page 12
5. Please quantify the aggregate dollar amount and describe the nature of what the sponsor and its affiliates
have at risk that depends on completion of a business combination. Include the current value of securities held, loans extended, fees
due, and out-of-pocket expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide similar disclosure for the
company’s officers and directors, if material.
Response: In response to the
Staff’s comment, in the Amended Registration Statement, the Company has added the requested quantitative and additional disclosures
regarding what the Sponsor and its affiliates have at risk. We respectfully advise that other than as described with respect to Mr. Ilan
Levin, Moringa’s other officers and directors do not individually possess material interests that depend on the completion of the
Business Combination.
6. Please revise under this heading and where else you discuss the interests of the Sponsor, current
officers, directors and advisors in the Business Combination to highlight the risk that the sponsor will benefit from the completion of
a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable
to shareholders rather than liquidate.
Response: In response to the
Staff’s comment, the Company has added the subject risk in each place throughout the proxy statement/prospectus in which the interests
of the Sponsor are discussed.
7. Please clarify here and elsewhere as appropriate if the sponsor and its affiliates can earn a positive
rate of return on their investment, even if other SPAC shareholders experience a negative rate of return in the post-business combination
company.
Response: In response to the
Staff’s comment, in the Amended Registration Statement, the Company has added the requested disclosure regarding positive rate of
return (in comparison to other SPAC shareholders’ negative rate of return) with respect to Sponsor Investment Shares, which will
be issued to the Sponsor at the Closing for nominal consideration. We respectfully note that for all other New Pubco ordinary shares that
will be issued to the Sponsor at Closing (upon conversion of Moringa private shares and Moringa private warrants), the Sponsor will not
earn a positive rate of return on investment in the post-Business Combination company unless public shareholders likewise earn a positive
rate of return, as those shares and warrants were purchased by the Sponsor as units at the same price per unit as was paid by public investors
in Moringa’s initial public offering ($11.50 per unit). The Sponsor’s founders shares, for which the Sponsor paid $25,000
for 2,875,000 founders shares in the aggregate, will be partially or fully forfeited pursuant to the terms of the Business Combination
Agreement. Even in a case of partial forfeiture, those founders shares not forfeited would be transferred by the Sponsor for no consideration
to investors providing backstop financing in connection with the Business Combination. Furthermore, any Note Shares issuable to the Sponsor
in the future would be issued at then-current market prices or prices at which New Pubco conducts an equity offering, and not at a more
positive rate of return than that of public investors.
8. We note your disclosure on page 12 and elsewhere that amounts may be paid to EarlyBird from the Trust
Account pursuant to the Marketing Agreement. Please revise here and elsewhere as appropriate to quantify the amount that is owed to EarlyBird
pursuant to the Marketing Agreement. Revise your disclosure 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: In response to the Staff’s
comment, the Company has added the subject disclosure quantifying the maximum amount ($4,025,000) that may be paid to EarlyBird from the
Trust Account pursuant to the Marketing Agreement wherever that appears in the Amended Registration Statement. The Company has also added
a question and answer addressing the effective fee under the Marketing Agreement on a percentage basis for shares under each redemption
scenario in the sensitivity analysis, as requested, based on that maximum fee amount. If and when Moringa reaches agreement with EarlyBird
as to a reduced fee to be paid by Moringa to EarlyBird under the Marketing Agreement, we will update this disclosure accordingly.
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What conditions must be satisfied
to complete the Business Combination?, page 14
9. We note that a condition to closing, unless waived, is Silexion’s receipt of the Silexion Equity
Financing in an amount of at least $3.5 million by April 30, 2024 and that the financing has, to date, not taken place, and the parties
are working towards completion of a financing prior to, or upon, Closing. Please update this disclosure when appropriate.
Response: In the Amended Registration
Statement, the Company has updated the disclosure to reflect the waiver entered into by the parties to the Business Combination Agreement
with respect to the requirements for the Silexion Equity Financing, the Sponsor Investment and related matters.
What are the U.S. federal income tax
consequences of the SPAC Merger?, page 17
10. We note your disclosure that the Mergers, taken together, are intended to qualify for tax- deferred
treatment under Section 351(a) of the Code. Please revise your disclosure here and throughout, including in the section beginning on page
210, to provide counsel’s firm opinion for each material tax consequence, including whether the Mergers will qualify as an integrated
transaction, or explains why such opinion cannot be given. Please also clearly disclose that this is the opinion of tax counsel and identify
counsel. If the opinion is subject to uncertainty, please provide disclosure that reflects the degree of uncertainty (e.g., “should”
or “more likely than not”) and explains the facts or circumstances giving rise to the uncertainty, and provide disclosure of
the possible alternative tax consequences including risk factor and/or other appropriate disclosure setting forth the risks of uncertain
tax treatment to investors. For guidance, refer to Staff Legal Bulletin No. 19, Sections III.C.1 and 4.
Response: In response to the
Staff’s comment, the Company has revised the disclosure regarding tax-deferred treatment throughout the Amended Registration Statement.
The Company further supplementally advises the Staff that the Company intends to file an opinion of Greenberg Traurig, LLP, which will
be based on, and subject to, assumptions, qualifications and limitations to be set forth in such opinion and in the section titled “Material
U.S. Federal Income Tax Considerations —Tax Consequences of the SPAC Merger,” confirming that such section sets forth
the opinion of Greenberg Traurig, LLP.
Silexion, page 22
11. Please revise your disclosure here to remove the disclosure that Silexion’s phase 2 clinical trial
showed “positive efficacy results” as efficacy determinations are within the sole discretion of the FDA or comparable foreign
regulators.
Response: In response to the
Staff’s request, the Company has removed the reference to “positive efficacy results” in the Amended Registration Statement.
12. Revise under this heading to disclose Silexion’s current stage of development and future development
plans for its first-generation product and its new formulated product. If Silexion is still in pre-clinical development for its second-generation
product, please make that clear.
Response: The Company has updated its disclosure in the Amended
Registration Statement to disclose Silexion’s current stage of development and future development plans for Loder and SIL-204B.
For the reasons discussed in response to comment 21 of the Comment Letter, the Company respectfully notes that SIl-204B is not in pre-clinical
development.
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Risk Factors
If we are deemed to be an investment
company for purposes of the Investment Company Act..., page 82
13. Please revise your disclosure under this heading regarding the potential safe harbor and to otherwise
update for the guidance the SEC provided for SPACs to consider when analyzing their status under the Investment Company Act of 1940. See
SEC Release No. 33-11265, Special Purpose Acquisition Companies, Shell Companies, and Projections, adopted on January 24, 2024. Please
ensure any outdated disclosure is removed.
Response: The Company has
updated its disclosure in the Amended Registration Statement concerning Moringa’s potential investment company status in keeping
with the latest guidance provided by the Commission, as referenced by the Staff.
Risks Relating to Owning New Pubco
Ordinary Shares Following the Business Combination and the Company Operating as a Public Company, page 83
14. Disclose the material risks to unaffiliated investors presented by taking the company public through
a merger rather than an underwritten offering. These risks could include the absence of due diligence conducted by an underwriter that
would be subject to liability for any material misstatements or omissions in a registration statement.
Response: In response to the
Staff’s comment, the Company has a