SecProbe.io

CORRESP
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 Silexion Therapeutics Corp
 12 Abba Hillel Road
 Ramat Gan, Israel 5250606
 Telephone: +972-3-756-4999

 September 30, 2025
 VIA EDGAR

 U.S. Securities and Exchange Commission
 Division of Corporation Finance
 Office of Life Sciences
 100 F Street, NE
 Washington, DC 20549

 Attention: Jason Drory

 Re:

 Silexion Therapeutics Corp

 Registration Statement on Form S-3

 Filed September 26, 2025
 SEC File Number 333-290544

 Dear Mr. Drory:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Silexion Therapeutics Corp hereby requests that the effective date of the above-referenced Registration Statement on Form S-3 be
 accelerated so that it will become effective at 5:00 p.m., Eastern Time on Tuesday, September 30, 2025, or as soon as practicable thereafter.

 Please contact Gary Emmanuel, Esq., Greenberg Traurig, LLP, our U.S. legal counsel,   at (212) 801‑9337 or Gary.Emmanuel@gtlaw.com , or Jonathan M.
 Nathan, Adv., Meitar Law Offices, our outside (Israeli) legal counsel, at +972-52-312-5574 or jonathann@meitar.com , with any questions, and please notify either of them when this request for acceleration has been granted.

 Sincerely,

 /s/ Ilan Hadar

 Ilan Hadar

 Chief Executive Officer

 CC:

 Mirit Horenshtein Hadar

 Silexion Therapeutics Corp

 Gary Emmanuel, Esq.
 Greenberg Traurig, LLP

 Jonathan M. Nathan, Adv.
 Meitar Law Offices

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 29, 2025

Ilan Hadar
Chief Executive Officer
Silexion Therapeutics Corp
12 Abba Hillel Road
Ramat Gan, Israel 5250606

 Re: Silexion Therapeutics Corp
 Registration Statement on Form S-3
 Filed September 26, 2025
 File No. 333-290544
Dear Ilan Hadar:

 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 Jason Drory at 202-551-8342 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Gary Emmanuel
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 September 9, 2025

 VIA FACSIMILE AND EDGAR

 U.S. Securities and Exchange Commission
 Division of Corporate Finance
 Washington, DC  20549

 Re:

 Silexion Therapeutics Corp

 Registration Statement on Form S-1 (Registration No. 333-290074) -

 Concurrence in Acceleration Request

 Ladies and Gentlemen:

 H.C. Wainwright & Co., LLC (“ Wainwright ”),
 solely acting as placement agent on a best-efforts basis in an offering pursuant to the registration statement on Form S-1 (333-290074) (the “ Registration Statement ”),
 hereby concurs in the request by Silexion Therapeutics Corp that the effective date of the above-referenced registration statement be accelerated to 9:00 A.M. Eastern Time on Thursday, September 11, 2025, or as soon as practicable thereafter,
 pursuant to Rule 461 under the Securities Act.  Wainwright affirms that it is aware of its obligations under the Securities Act as they pertain to the best efforts offering pursuant to the Registration Statement.

 Very truly yours,

 H.C. WAINWRIGHT & CO., LLC

 By:   /s/
 Edward D. Silvera

 Name: Edward D. Silvera
 Title: Chief Operating Officer

 430 Park Avenue  |  New York, NY 10022  |  212.356.0500  |  www.hcwco.com
 Member: FINRA/SIPC

CORRESP
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 filename1.htm

 Silexion Therapeutics Corp.
 12 Abba Hillel Road
 Ramat Gan, Israel 5250606

 September 9, 2025

 Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, D.C. 20549

 Re:

 Silexion Therapeutics Corp.

 Registration Statement on Form S-1
 Filed September 5, 2025
 File No. 333-290074

 VIA EDGAR

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Silexion Therapeutics Corp. (the “ Company ”) hereby respectfully requests that the effectiveness of the Registration Statement on Form S-1 (File No. 333-290074) of the Company (the “ Registration Statement ”) be accelerated so that the Company’s Registration Statement will become effective at 9:00 a.m., Eastern Time, on September
 11, 2025 or as soon thereafter as may be practicable.

 The undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by
 telephone call to our counsel, Greenberg Traurig, LLP, by calling Gary Emmanuel at (212) 801-9337. The Company hereby authorizes Mr. Emmanuel to orally modify or withdraw this request for acceleration.

 Very truly yours,

 SILEXION THERAPEUTICS CORP

 By:

 /s/ Ilan Hadar

 Name:

 Ilan Hadar

 Title:

 Chief Executive Officer

 cc: Gary Emmanuel (Greenberg Traurig, LLP)

CORRESP
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 Silexion Therapeutics Corp
 12 Abba Hillel Road
 Ramat Gan, Israel 5250606
 Telephone: +972-3-756499

 September 2, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission
 Division of Corporation Finance
 Office of Life Sciences100 F Street, NE
 Washington, DC 20549

 Attention:

 Division of Corporation Finance,
 Daniel Crawford

 Re:

 Silexion Therapeutics Corp

 Registration Statement on Form S-1

 Filed August 26, 2025
 SEC File Number 333-289860

 Dear Mr. Crawford:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Silexion Therapeutics Corp hereby requests that the effective date of the above-referenced Registration Statement on Form S-1 be
 accelerated so that it will become effective at 9:00 a.m. Eastern Time on Thursday, September 4, 2025, or as soon as practicable thereafter.

 Please contact Jonathan M. Nathan, Adv., at Meitar Law Offices, our outside (Israeli) legal counsel, at +972-52-312-5574 or jonathann@meitar.com, with any questions, and please notify him when this
 request for acceleration has been granted.

 Sincerely,

 /s/ Ilan Hadar

 Ilan Hadar

 Chief Executive Officer

 CC:

 Daniel Crawford
 Securities and Exchange Commission

 Mirit Horenshtein Hadar

 Silexion Therapeutics Corp

 Gary Emmanuel, Esq.
 Greenberg Traurig, LLP

 Jonathan M. Nathan, Adv.
 Meitar Law Offices

August 28, 2025
Ilan Hadar
Chairman and Chief Executive Officer
Silexion Therapeutics Corp
12 Abba Hillel Road
Ramat Gan, Israel 5250606
Re:Silexion Therapeutics Corp
Registration Statement on Form S-1
Filed August 26, 2025
File No. 333-289860
Dear Ilan Hadar:
            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 Daniel Crawford at 202-551-7767 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Jonathan M. Nathan, Esq.

April 28, 2025
Ilan Hadar
Chairman and Chief Executive Officer
Silexion Therapeutics Corp
12 Abba Hillel Road
Ramat Gan, Israel 5250606
Re:Silexion Therapeutics Corp
Draft Registration Statement on Form S-1
Filed April 23, 2025
File No. 377-07931
Dear Ilan Hadar:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement at least two business
days prior to the requested effective date and time. 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 Daniel Crawford at 202-551-7767 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Gary M. Emmanuel, Esq.

CORRESP
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 Silexion Therapeutics Corp.
 12 Abba Hillel Road
 Ramat Gan, Israel 5250606

 April 1, 2025

 Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, D.C. 20549

 Re:

 Silexion Therapeutics Corp.

 Registration Statement on Form S-1
 Filed March 27, 2025
 File No. 333-284873

 VIA EDGAR

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Silexion Therapeutics Corp. (the “ Company ”) hereby respectfully requests that the effectiveness of the Registration Statement on Form S-1 (File No. 333-284873) of the Company (the “ Registration Statement ”) be accelerated so that the Company’s Registration Statement will become effective at 4:30 p.m., Eastern Time, on April 1, 2025 or as
 soon thereafter as may be practicable.

 The undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement
 by telephone call to our counsel, Greenberg Traurig, LLP, by calling Gary Emmanuel at (212) 801-9337. The Company hereby authorizes Mr. Emmanuel to orally modify or withdraw this request for acceleration.

 Very truly yours,

 SILEXION THERAPEUTICS CORP

 By:

 /s/ Ilan Hadar

 Name:

 Ilan Hadar

 Title:

 Chief Executive Officer

 cc: Gary Emmanuel (Greenberg Traurig, LLP)

February 19, 2025
Ilan Hadar
Chief Executive Officer
Silexion Therapeutics Corp
12 Abba Hillel Road
Ramat Gan, Israel 5250606
Re:Silexion Therapeutics Corp
Registration Statement on Form S-1
Filed February 12, 2025
File No. 333-284873
Dear Ilan Hadar:
            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 Doris Stacey Gama at 202-551-3188 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Gary Emmanuel, Esq.

CORRESP
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    January 14, 2025

    VIA FACSIMILE AND EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporate Finance

    Washington, DC  20549

                Re:

              Silexion Therapeutics Corp

                Registration Statement on Form S-1 (Registration No. 333-282932) -

                Concurrence in Acceleration Request

    Ladies and Gentlemen:

    H.C. Wainwright & Co., LLC (“Wainwright”),
      solely acting as placement agent on a best-efforts basis in an offering pursuant to the registration statement on Form S-1 (333-282932) (the “Registration Statement”),
      hereby concurs in the request by Silexion Therapeutics Corp that the effective date of the above-referenced registration statement be accelerated to 5:15 P.M. Eastern Time on Wednesday, January 15, 2025, or as soon as practicable thereafter, pursuant
      to Rule 461 under the Securities Act.  Wainwright affirms that it is aware of its obligations under the Securities Act as they pertain to the best efforts offering pursuant to the Registration Statement.

            Very truly yours,

            H.C. WAINWRIGHT & CO., LLC

            By:
            /s/ Mark W. Vicklund

            Name: Mark W. Vicklund

            Title: Chief Executive Officer

      430 Park Avenue  |  New York, NY 10022  |  212.356.0500  |  www.hcwco.com

      Member: FINRA/SIPC

CORRESP
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      Silexion Therapeutics Corp.

        12 Abba Hillel Road

        Ramat Gan, Israel 5250606

      January 14, 2025

      Securities and Exchange Commission

      Division of Corporation Finance

      100 F Street, N.E.

      Washington, D.C. 20549

              Re:

              Silexion Therapeutics Corp.

              Registration Statement on Form S-1

              Filed January 14, 2024

              File No. 333-282932

      VIA EDGAR

      Ladies and Gentlemen:

      Pursuant to Rule 461 under the Securities Act of 1933, as amended, Silexion Therapeutics Corp. (the “Company”) hereby respectfully requests that the effectiveness of the Registration Statement on Form S-1 (File No. 333-282932) of the Company (the “Registration Statement”) be accelerated so that the Company’s Registration Statement will become effective at 5:15 p.m., Eastern Time, on January 15,
        2025 or as soon thereafter as may be practicable.

      The undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by
        telephone call to our counsel, Greenberg Traurig, LLP, by calling Gary Emmanuel at (212) 801-9337. The Company hereby authorizes Mr. Emmanuel to orally modify or withdraw this request for acceleration.

              Very truly yours,

              SILEXION THERAPEUTICS CORP

              By:

              /s/ Ilan Hadar

              Name:

              Ilan Hadar

              Title:

              Chief Executive Officer

      cc: Gary Emmanuel (Greenberg Traurig, LLP)

November 5, 2024
Ilan Hadar
Chief Executive Officer
Silexion Therapeutics Corp
12 Abba Hillel Road
Ramat Gan, Israel 5250606
Re:Silexion Therapeutics Corp
Registration Statement on Form S-1
Filed October 31, 2024
File No. 333-282932
Dear Ilan Hadar:
            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 Joshua Gorsky at 202-551-7836 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Jonathan M. Nathan, Adv.

October 15, 2024
Ilan Hadar
Chief Executive Officer
Silexion Therapeutics Corp
2 Ha’ma’ayan Street
Modi’in-Maccabim-Reut, Israel 7177871
Re:Silexion Therapeutics Corp
Registration Statement on Form S-1
Filed October 9, 2024
File No. 333-282556
Dear Ilan Hadar:
            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 Tamika Sheppard at 202-551-8346 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Jonathan M. Nathan

CORRESP
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      Silexion Therapeutics Corp

        12 Abba Hillel Road

      Ramat Gan, Israel 5250606

      Telephone: +972-8-6286005

      October 15, 2024

      VIA EDGAR

      U.S. Securities and Exchange Commission

      Division of Corporation Finance

      Office of Life Sciences100 F Street, NE

      Washington, DC 20549

              Attention: Tamika Sheppard

              Re:

              Silexion Therapeutics Corp

              Registration Statement on Form S-1

              SEC File Number 333-282556

      Dear Ms. Sheppard:

      Pursuant to Rule 461 under the Securities Act of 1933, as amended, Silexion Therapeutics Corp hereby requests that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated so that it will become effective at 9:00 a.m. Eastern time on October
        16, 2024, or as soon as practicable thereafter.

      Please contact Gary Emmanuel, Esq., at Greenberg Traurig, LLP, our U.S. legal counsel, at +972-3-636-6033 or
        Gary.Emmanuel@gtlaw.com, or Jonathan M. Nathan, Adv., at Meitar Law Offices, our Israeli legal counsel, at +972-52-312-5574 or jonathann@meitar.com, with any questions, and please notify them when this request for acceleration has been granted.

              Sincerely,

              /s/ Ilan Hadar

              Ilan Hadar

              Chief Executive Officer

              CC:

              Mirit Horenshtein Hadar

              Silexion Therapeutics Corp

              Mark S. Selinger, Esq.

              Gary Emmanuel, Esq.

              Greenberg Traurig, LLP

              J. David Chertok, Adv.

              Jonathan M. Nathan, Adv.

              Meitar Law Offices

CORRESP
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Silexion Therapeutics Corp

2 Ha’ma’ayan Street

Modi’in-Maccabim-Reut, Israel 7177871

September 17, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Alan Campbell

    Re:
    Silexion Therapeutics Corp (the “Company”)

Registration Statement on Form
S-1

Filed September 10,
2024

File No. 333-282017

Dear Mr. Campbell:

Pursuant to Rule 461(a)
under the Securities Act of 1933, as amended (the “Act”), the Company hereby respectfully requests that the effective
date of the Company’s Registration Statement on Form S-1 (File No. 333-282017) be accelerated by the Securities
and Exchange Commission to 4:00 p.m., Eastern Daylight Time, on September 17, 2024 or as soon as possible thereafter. In making this acceleration
request, the Company acknowledges that it is aware of its responsibilities under the Act.

We request that we be
notified of such effectiveness by email to Gary Emmanuel, Esq., of Greenberg Traurig P.A., at Gary.Emmanuel@gtlaw.com, and to Jonathan
M. Nathan, Adv., of Meitar Law Offices, at jonathann@meitar.com. Please also contact either/both of Messrs. Emmanuel or Nathan if you
have any other questions or concerns regarding this matter.

[Signature page follows]

    Sincerely,

    SILEXION THERAPEUTICS CORP

    By:
    /s/ Ilan Hadar

    Name:
    Ilan Hadar

    Title:
    Chief Executive Officer

cc: Mirit Horenshtein Hadar., Chief Financial Officer, Silexion Therapeutics Corp

Mark Selinger, Esq., Greenberg Traurig P.A.

Gary Emmanuel, Esq., Greenberg Traurig P.A.

J. David Chertok, Adv., Meitar Law Offices

Jonathan M. Nathan, Adv., Meitar Law Offices

September 16, 2024
Ilan Hadar
Chairman and Chief Executive Officer
Silexion Therapeutics Corp
2 Ha’ma’ayan Street
Modi’in-Maccabim-Reut, Israel 7177871
Re:Silexion Therapeutics Corp
Registration Statement on Form S-1
Filed September 10, 2024
File No. 333-282017
Dear Ilan Hadar:
            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 Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Gary Emmanuel, Esq.

CORRESP
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Biomotion Sciences

250 Park Avenue, 7th Floor

New York, NY 10177

Telephone: (212) 572-6395

July 15, 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

    SEC File Number 333-279281

Dear Gentlemen:

Pursuant to Rule 461 under the Securities Act of
1933, as amended, Biomotion Sciences hereby requests that the effective date of the above-referenced Registration Statement on Form S-4
be accelerated so that it will become effective at 4:30 p.m. Eastern time on July 16, 2024, or as soon as practicable thereafter.

Please contact Brian N. Wheaton, Esq., at Greenberg
Traurig, LLP, our U.S. legal counsel, at (212) 801-6914 or wheatonb@gtlaw.com, or Jonathan M. Nathan, Adv., at Meitar Law Offices, our
Israeli legal counsel, at +972-52-312-5574 or jonathann@meitar.com, with any questions, and please notify them when this request for acceleration
has been granted.

    Sincerely,

    /s/ Ilan Levin

    Ilan Levin

    Chief Executive Officer

    CC:
    Gil Maman

    Biomotion Sciences

Mark S. Selinger, Esq.

Brian N. Wheaton, Esq.

Gary Emmanuel, Esq.

Greenberg Traurig, LLP

J. David Chertok, Adv.

Jonathan M. Nathan, Adv.

Elad Ziv, Adv.

Meitar Law Offices

CORRESP
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Biomotion
Sciences

250 Park Avenue, 7th Floor

New York,
NY 10177

Telephone:
(212) 572-6395

  July 12, 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

    Amendment
                                            No. 2 to Registration Statement on Form S-4

    Filed
    July 5, 2024

    SEC
    File Number 333-279281

Ladies
and Gentlemen:

On
behalf of Biomotion Sciences (the “Company”), we have provided below the Company’s response to the oral comment
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 Amendment No. 2, filed on July 5, 2024, to the Company’s Registration
Statement on Form S-4, which was originally filed on May 9, 2024 (the “Registration Statement”).

Capitalized
terms used but not otherwise defined herein have the meanings assigned to such terms in Amendment No. 3 to the Registration Statement
(the “Amended Registration Statement”), which the Company is filing concurrently herewith with the Commission through
the Commission’s EDGAR system.

Risk
Factors

    1.
    Oral
    comment conveyed by the Staff on July 10, 2024, regarding the Company’s disclosure of the risk that Moringa Acquisition Corp
    may be deemed an investment company under the Investment Company Act of 1940, as amended.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 88 and 89 of the Amended Registration Statement.

*********

If
you have any comments or questions regarding the foregoing., please direct them to Brian N. Wheaton, Esq., at Greenberg Traurig, LLP,
our U.S. legal counsel, at (212) 801-6914 or wheatonb@gtlaw.com, or to Jonathan M. Nathan, Adv., at Meitar Law Offices, our Israeli legal
counsel, at +972-52-312-5574 or jonathann@meitar.com. Thank you in advance for your cooperation in connection with this matter.

    Sincerely,

    /s/
    Ilan Levin

    Ilan
    Levin

    Chief
    Executive Officer

    CC:
    Gil
                                            Maman

    Biomotion
    Sciences

Mark
S. Selinger, Esq.

Brian
N. Wheaton, Esq.

Gary
Emmanuel, Esq.

Greenberg
Traurig, LLP

J.
David Chertok, Adv.

Jonathan
M. Nathan, Adv.

Elad
Ziv, Adv.

Meitar
Law Offices

CORRESP
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Biomotion Sciences

250 Park Avenue, 7th Floor

New York, NY 10177

Telephone: (212) 572-6395

July 5, 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

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

    Filed June 24, 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 Amendment No. 1, filed on June 24, 2024 (“Amendment No. 1”), to the Company’s Registration Statement
on Form S-4, which was originally filed on May 9, 2024 (the “Registration Statement”), as set forth in the Staff’s
letter to the Company dated July 3, 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. 2 to the Registration
Statement (the “Amended Registration Statement”), which the Company is filing concurrently herewith with the Commission
through the Commission’s EDGAR system.

Questions and Answers About the Proposals

Q: What interests do our Sponsor, current officers, directors and
advisors have in the Business

Combination?, page 14

    1.
    We note your response to prior comment 7 and reissue. 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,
the Company has added the requested disclosure (and quantitative information) regarding the Sponsor’s ability to earn a positive
rate of return even if other SPAC shareholders experience a negative rate of return in the post-business combination company. Appropriate
disclosures to that effect have been added in the “Questions and Answers About the Proposals”, “Summary of the Proxy
Statement/Prospectus” and “Risk Factors” sections of the Amended Registration Statement.

Summary of the Proxy Statement/Prospectus

Silexion, page 25

    2.
    Please revise where you discuss the results of the Phase 1 and 2 clinical trials for Loder to state whether the trials met their primary and secondary endpoints and whether the trials were powered for statistical significance, and if so, state so and provide the p-values.

Response: In response to the Staff’s comment,
the Company has revised its disclosure in the Amended Registration Statement to state whether the trials met their primary and secondary
endpoints and to disclose that the trials were not powered for statistical significance.

Information About Silexion

Pre-Clinical Studies, page 163

    3.
    We note your revised disclosure in response to prior comment 22. Please further revise to describe the pre-clinical studies and data relied upon in determining to advance SIL-204B into clinical development rather than the first-generation product.

Response: In response to the Staff’s comment,
the Company has revised its disclosure in the Amended Registration Statement to describe the pre-clinical studies and data relied upon
in determining to advance SIL-204B into clinical development.

Phase 2 Clinical Study, page 165

    4.

    We note your response to prior comment 24 and reissue in part.
    Please revise to state whether the Phase 2 Clinical Study met its endpoints.

Response: In response to the Staff’s comment,
the Company has revised its disclosure in the Amended Registration Statement as to whether the Phase 2 clinical study met its endpoints.

*********

    2

If you have any comments or questions regarding
the foregoing., please direct them to Brian N. Wheaton, Esq., at Greenberg Traurig, LLP, our U.S. legal counsel, at (212) 801-6914 or
wheatonb@gtlaw.com, or to Jonathan M. Nathan, Adv., at Meitar Law Offices, our Israeli legal counsel, at +972-52-312-5574 or jonathann@meitar.com.
Thank you in advance for your cooperation in connection with this matter.

    Sincerely,

    /s/ Ilan Levin

    Ilan Levin

    Chief Executive Officer

    CC:

    Gil Maman

    Biomotion Sciences

Mark S. Selinger, Esq.

Brian N. Wheaton, Esq.

Gary Emmanuel, Esq.

Greenberg Traurig, LLP

J. David Chertok, Adv.

Jonathan M. Nathan, Adv.

Elad Ziv, Adv.

Meitar Law Offices

3

July 3, 2024
Ilan Levin
Chief Executive Officer
Biomotion Sciences
250 Park Avenue, 7th Floor
New York, NY 10177
Re:Biomotion Sciences
Amendment No. 1 to Registration Statement on Form S-4
Filed June 24, 2024
File No. 333-279281
Dear Ilan Levin:
            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 June 5, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-4
Questions and Answers About the Proposals
Q: What interests do our Sponsor, current officers, directors and advisors have in the Business
Combination?, page 14
1.We note your response to prior comment 7 and reissue. 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.

July 3, 2024
Page 2
Summary of the Proxy Statement/Prospectus
Silexion, page 25
2.Please revise where you discuss the results of the Phase 1 and 2 clinical trials for Loder to
state whether the trials met their primary and secondary endpoints and whether the trials
were powered for statistical significance, and if so, state so and provide the p-values.
Information About Silexion
Pre-Clinical Studies, page 163
3.We note your revised disclosure in response to prior comment 22. Please further revise to
describe the pre-clinical studies and data relied upon in determining to advance SIL-204B
into clinical development rather than the first-generation product.
Phase 2 Clinical Study, page 165
4.We note your response to prior comment 24 and reissue in part. Please revise to state
whether the Phase 2 Clinical Study met its endpoints.
            Please contact Franklin Wyman at 202-551-3660 or Kevin Vaughn at 202-551-3494 if
you have questions regarding comments on the financial statements and related matters. Please
contact Daniel Crawford at 202-551-7767 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Brian N. Wheaton, Esq.

CORRESP
1
filename1.htm

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.

    1

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.

    2

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.

    3

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.

    4

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

United States securities and exchange commission logo
June 5, 2024
Ilan Levin
Chief Executive Officer
Biomotion Sciences
250 Park Avenue, 7th Floor
New York, NY 10177
Re:Biomotion Sciences
Registration Statement on Form S-4
Filed May 9, 2024
File No. 333-279281
Dear Ilan Levin:
            We have reviewed 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-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.
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

 FirstName LastNameIlan Levin
 Comapany NameBiomotion Sciences
 June 5, 2024 Page 2
 FirstName LastNameIlan Levin
Biomotion Sciences
June 5, 2024
Page 2
throughout as appropriate.
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.
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.
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.
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.
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.
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.

 FirstName LastNameIlan Levin
 Comapany NameBiomotion Sciences
 June 5, 2024 Page 3
 FirstName LastName
Ilan Levin
Biomotion Sciences
June 5, 2024
Page 3
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.
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.
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.
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.
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.

 FirstName LastNameIlan Levin
 Comapany NameBiomotion Sciences
 June 5, 2024 Page 4
 FirstName LastName
Ilan Levin
Biomotion Sciences
June 5, 2024
Page 4
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.
Proposal No. 1. The Business Combination Proposal
Background of the Business Combination, page 102
15.We note your disclosure on page 130 that EarlyBird performed additional services after
the IPO and part of the IPO underwriting fee was deferred and conditioned on completion
of a business combination. Please quantify the aggregate fees payable to EarlyBird that
are contingent on completion of the business combination and describe the extent of
EarlyBird's role.
16.Please revise this section to discuss the negotiations leading to Ilan Levin becoming a
director of the combined company.
Certain Financial Analyses
Comparable Company Analysis, page 106
17.Please revise to describe and quantify the factors that you considered in determining
Silexion's pre-transaction equity value of $62.5 million, specifically addressing how you
evaluated lead clinical programs for the 25 comparable companies, how you related
enterprise value to the status of each comparable company's lead program, and how you
compared these lead clinical programs to Silexion's lead clinical program.
18.Please revise to state who created the comparable company analysis relied on by
Moringa's management and board.
19.Please revise to disclose whether any companies that met the selection criteria were not
included in the analysis and if so, explain why. Revise to describe the standard the
company used to identify whether a company's drug development was "innovative."
Proposal No. 2. The Merger Proposal, page 117
20.Please revise to unbundle Proposal No. 2 so that shareholders may vote on the proposal to
eliminate the $5,000,001 net tangible assets requirement separately. Alternatively, provide
us an analysis supporting why this provision may be presented along with the other
provisions in Proposal No. 2. Refer to Rule 14a-4(a)(3) and Exchange Act Rule 14a-
4(a)(3) Compliance and Disclosure Interpretations 101.01 and 101.02 Regarding
Unbundling under Rule 14a-4(a)(3) Generally, and 201.01 and 201.02 Regarding
Unbundling under Rule 14a-4(a)(3) in the M&A Context.

 FirstName LastNameIlan Levin
 Comapany NameBiomotion Sciences
 June 5, 2024 Page 5
 FirstName LastName
Ilan Levin
Biomotion Sciences
June 5, 2024
Page 5
Information About Silexion
Business Overview, page 148
21.We note the disclosure throughout this section appears to indicate that Silexion is no
longer developing the first-generation of Loder as a clinical-stage product candidate and is
now developing a new product candidate, SIL-204B, which appears yet to undergo
toxicology studies per the disclosure on page 154. To the extent this is true, it appears the
company is not currently in a clinical development stage, but instead a pre-clinical
development stage. If so, please revise throughout to reflect that Silexion is in a
preclinical stage of development, or otherwise advise.
Our Technology, page 151
22.We note Silexion makes various performance claims about its product candidates. Please
revise to provide and discuss the preclinical data and other sources relied on for these
claims. As a non-exhaustive list, we note the following statments:
•Silexion "synthetically produc[es] a chain of molecules, called nucleotides (NT),
which mimic the natural process and bind to the specific messenger [it] want[s]
destroyed, inducing the natural protection mechanism of the cell;"
•Silexion's inhibitors "prevent the production of the protein;"
•Silexion's "sequence of [its] NTs is chosen for their specificity to bind and induce the
destruction process;"
•Silexion "include[s] modification to the NT to prevent enzymatic breakdown of [its]
siRNA, before they reach the mRNA target;" and
•Silexion adds "a lipid which increases the ability of our product to enter the tumor
cells."
23.We note that Silexion's first-generation product candidate was originally designed to
combat the KRAS G12D mutation, and showed improvement in overall survival in
patients with the KRAS G12D or G12V mutations, and from the disclosure on page 153,
that Silexion intends to broaden the KRAS silencing activity to additional KRAS
mutations such as G12C. Please indicate whether the Silexion siRNA has shown
complementary binding to all types of G12x mutations or only to an individual mutation
type. If the Silexion siRNA only targets individual mutation types, indicate whether
clinical trials would need to be conducted for the other mutation types. In this regard,
please make clear which mutation type or mutation range SIL-204B intends to target.
Our First-Generation Development - Loder, page 152
24.Please revise to discuss the primary and any secondary endpoints, whether the trial met
the endpoints, and whether there were any adverse events attributable to the treatment.
25.We note your references to a Phase 2a and a Phase 2 multinational clinical trial. Please
revise to clarify if these were separate trials or the same trial and indicate the regulatory
jurisdictions in which the studies were conducted. If there were separate trials, please

 FirstName LastNameIlan Levin
 Comapany NameBiomotion Sciences
 June 5, 2024 Page 6
 FirstName LastNameIlan Levin
Biomotion Sciences
June 5, 2024
Page 6
revise the discussion of the second trial to disclose the primary and secondary endpoints,
whether the trial met its endpoints, the inclusion/exclusion criteria, and whether the results
of the second trial were statistically significant.
26.Please revise to discuss future clinical development plans for the first-generation of Loder.
To the extent Silexion discontinued clinical development of that product candidate, state
this and the reasons why.
27.We note your disclosure that the Phase 2a clinical trial results "provided evidence of an
improvement in overall survival in patients with the KRAS G12D or G12V mutations
(G12D/V) as well." However, we note your disclosure on page 153 that the trial was
relatively small and statistical significance was not achieved. As such, please clarify why
Silexion's believes that the Phase 2a clinical trial provided evidence of improvement.
28.We note your disclosure in the last paragraph of this section that it was concluded that
intratumor administration via EUS is an effective and safe approach. In addition, we note
the statement on page 153 that the conjugated lipid Silexion is using in SIL-204B provides
twice the efficacy as compared to the non-lipid conjugated siRNA. Rather than making
efficacy and safety conclusions that are within the sole discretion of the FDA or
comparable foreign regulators, revise your disclosure throughout to avoid using these
terms and to present the data underlying these conclusions.
Our Second-Generation Development SIL-204B, page 153
29.Please revise page 153 to provide the preclinical and other data supporting the
performance claims for SIL-204B's siRNA advances and extended-release formulation
advancements. Disclose the current stage of development of the product candidate.
30.We note your reference to Phase 1 trials. Please disclose all material outcomes observed in
that trial including adverse events.
Manufacturing, page 154
31.We note Silexion's disclosure on page 154 that it "has an agreement with LGC/Axolab for
the manufacturing of [its] product for the Phase 3 trial." Please revise where appropriate to
discuss the details of this trial or otherwise advise.
Our Commercialization Plans, page 154
32.We note the disclosure under this heading assumes SIL-204B will be approved by the
FDA or comparable foreign regulators, which is speculative given that SIL-204B does not
appear to have been studied in any clinical trial. Please revise to state that Silexion's
product candidates must be approved by the FDA or a comparable foreign regulator
before they may be commercialized.
33.Please revise your reference to Orphan Drug Designation to clarify that such a designation
neither shortens the devel