​

Per Ordinary Share and Accompanying Ordinary Warrant

Per Pre-Funded Warrant and Accompanying Ordinary Warrant

Total

Public offering price

Placement agent fees (1)

Proceeds to us, before expenses (2) (3)

(1)

We have agreed to pay the Placement Agent cash fee equal to 7.0% of the gross proceeds raised in this offering. We have also agreed to reimburse the Placement Agent for certain of its offering-related expenses, including a management fee of 1.0% of the gross proceeds raised in this offering, to reimburse the Placement Agent for its non-accountable expenses in the amount of $25,000, for its legal fees and expenses and other out-of-pocket expenses in an amount up to $100,000, and for its clearing expenses in the amount of up to $15,950. In addition, we have agreed to issue to the Placement Agent warrants to purchase up to a number of ordinary shares equal to 7% of the aggregate number of our ordinary shares and pre-funded warrants being offered, at an exercise price equal to 125% of the public offering price of our ordinary shares. See “Plan of Distribution” for additional information and a description of the compensation payable to the Placement Agent.

(2)

We estimate the total expenses of this offering payable by us, excluding the placement agent fee, will be approximately $             . Because there is no minimum number of securities or amount of proceeds required as a condition to closing in this offering, the actual public offering amount, Placement Agent fees, and proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering amounts set forth above.

(3)

Does not include proceeds from the cash exercise of the pre-funded warrants or ordinary warrants, if any. Assumes no pre-funded warrants are issued.

●

we are a development-stage company and have a limited operating history on which to assess its business;

●

we have never generated any revenue from product sales and may never be profitable;

●

we will need to raise substantial additional funding, which may not be available on acceptable terms, or at all, and which will cause dilution to its shareholders;

●

the approach we are taking to discover and develop novel RNAi therapeutics is unproven for oncology and may never lead to marketable products;

●

we do not have experience producing our product candidates at commercial levels, currently have no marketing and sales organization, have an uncertain market receptiveness to our product candidates, and are uncertain as to whether there will be insurance coverage and reimbursement for its potential products;

●

we may be unable to attract, develop and/or retain its key personnel or additional employees required for our development and future success;

●

we may issue additional our ordinary shares or other equity securities without your approval, including: (a) up to $15,337,500 of ordinary shares issuable under the Ordinary Share Purchase Agreement, dated August 13, 2024 and effective as of August 15, 2024, by and between the Company and White Lion Capital, LLC (“White Lion”) (the “White Lion Purchase Agreement” or “ELOC Agreement”), which established an equity line of credit for the Company; (b) ordinary shares underlying 5,940,000 outstanding warrants; and (c) ordinary shares underlying convertible promissory notes that the Company has issued to (i) Moringa’s sponsor, Moringa Sponsor, LP, a Cayman Islands exempted limited partnership (the “Sponsor” or “Moringa Sponsor”), in a principal amount of $3,433,000 (the “A&R Sponsor Promissory Note”), in amendment and restatement of all promissory notes previously issued by Moringa to the Sponsor for funds borrowed between Moringa’s initial public offering and the completion of the Business Combination, and (ii) EarlyBird Capital, Inc. (“EarlyBird”), which served as the representative of the underwriters for Moringa’s initial public offering, in an amount of $1,250,000 (the “EarlyBird Convertible Note”), each of which would dilute your ownership interest and may depress the market price of our ordinary shares; and

●

those additional factors described or incorporated by reference under the heading “Risk Factors” below.

	Page
Prospectus Summary	1
Risk Factors	7
Use of Proceeds	43
Capitalization	44
Dilution	45
Market Information for Securities and Dividend Policy	46
Unaudited Pro Forma Condensed Combined Financial Information	46
Management’s Discussion and Analysis of Financial Condition and Results of Operations	61
Business	77
Management	106
Executive Compensation	112
Certain Relationships and Related Party Transactions	123
Beneficial Ownership of Securities	126
Description of Share Capital	129
Description of Securities Offered	135
Material U.S. Federal Income Tax Consequences	138
Plan of Distribution	145
Legal Matters	148
Experts	148
Where You Can Find More Information	149
Index to Financial Statements	F-1

●

continue and expand our research and preclinical and clinical development of our product candidates;

●

initiate additional preclinical, toxicology, clinical, or other studies for our product candidates;

●

continue to improve our quality standards and change or add additional manufacturers or suppliers;

●

seek regulatory and marketing approvals for our product candidates that successfully complete clinical studies;

●

establish a sales, marketing, and distribution infrastructure to commercialize any products for which we may obtain marketing approval;

●

identifying, assessing, acquiring and/or developing new product candidates;

●

negotiating favorable terms in any collaboration, licensing, or other arrangements into which we may enter;

●

maintaining, protecting, and expanding its portfolio of intellectual property rights, including patents, trade secrets, and know-how; and

●

attracting, hiring, and retaining qualified personnel.

●

the scope, rate of progress, results and cost of our clinical studies, preclinical testing, toxicology studies, and other related activities;

●

the cost of manufacturing clinical supplies, and establishing commercial supplies of our product candidates and any future products;

●

the number and characteristics of product candidates that we pursue;

●

the cost, timing, and outcomes of regulatory approvals;

●

the cost and timing of establishing sales, marketing, and distribution capabilities; and

●

the terms and timing of any collaborative, licensing, and other arrangements that we may establish.

●

the FDA or comparable foreign regulatory authorities may disagree with the design or implementation of our clinical studies;

●

We may be unable to demonstrate to the FDA or comparable foreign regulatory authorities that a product candidate’s benefit to risk ratio for its proposed indication is acceptable;

●

inability to generate sufficient preclinical, toxicology, or other in vivo or in vitro data to support the initiation of human clinical studies;

●

delays in reaching a consensus with regulatory agencies on study design;

●

delays in reaching agreement on acceptable terms with prospective contract research organizations (CROs) and clinical study sites, the terms of which can be subject to extensive negotiation and may vary significantly among different CROs and clinical study sites;

●

delays in obtaining required Institutional Review Board (IRB) or Ethics Committee approval at each clinical study site;

●

imposition of a clinical hold by regulatory agencies, after review of an investigational new drug (IND) application, or equivalent application, or an inspection of its clinical study operations or study sites;

●

difficulty collaborating with patient groups and investigators;

●

failure by its CROs, other third parties, or us to adhere to clinical study requirements;

●

failure to perform in accordance with the FDA’s good clinical practices requirements or applicable regulatory guidelines in other countries;

●

occurrence of serious adverse events associated with the product candidate that are viewed to outweigh its potential benefits;

●

the cost of clinical studies of its drug candidates being greater than it anticipates;

●

clinical studies of its drug candidates producing negative or inconclusive results, which may result in us deciding, or regulators requiring us, to conduct additional clinical studies or abandon drug development programs; and

●

failures associated with data interpretation, data management and data storage of such studies.

●

regulatory authorities may withdraw approvals of such product;

●

regulatory authorities may require additional warnings on the label;

●

We may be required to create a Risk Evaluation and Mitigation Strategy (REMS) plan or similar plan in other jurisdictions, which could include a medication guide outlining the risks of such side effects for distribution to patients, a communication plan for healthcare providers, and/or other elements to assure safe use;

●

We could be sued and held liable for harm caused to patients; and

●

Our reputation may suffer.

●

issue warning letters;

●

impose civil or criminal penalties;

●

suspend or withdraw regulatory approval;

●

suspend any of our ongoing clinical studies;

●

refuse to approve pending applications or supplements to approved applications submitted by Silexion; or

●

seize or detain products, or require a product recall.

●

the process of manufacturing RNAi-drugs, drug substances, and RNAi-delivery vehicles, such as our product candidates, is extremely susceptible to product loss due to contamination, equipment failure or improper installation or operation of equipment, or vendor or operator error. Even minor deviations from normal manufacturing processes for any of its product candidates could result in reduced production yields, product defects, and other supply disruptions. If microbial, viral, or other contaminations are discovered in its product candidates or in the manufacturing facilities in which its product candidates are made, such manufacturing facilities may need to be closed for an extended period of time to investigate and remedy the contamination; and

●

the manufacturing facilities in which its product candidates are made could be adversely affected by equipment failures, labor shortages, natural disasters, power failures, and numerous other factors.

●

the timing of our receipt of any marketing and commercialization approvals;

●

the terms of any approvals and the countries in which approvals are obtained;

●

the safety and efficacy of our product candidates;

●

the prevalence and severity of any adverse side effects associated with our product candidates;

●

limitations or warnings contained in any labeling approved by the FDA or other regulatory authorities;

●

relative convenience and ease of administration of our product candidates;

●

the willingness of patients to accept any new methods of administration;

●

the success of our physician education programs;

●

the availability of adequate government and third-party payor reimbursement;

●

the pricing of our products, particularly as compared to alternative treatments; and

●

availability of alternative effective treatments for the disease indications our product candidates are intended to treat and the relative risks, benefits and costs of those treatments.

●

much greater financial, technical and human resources than we have at every stage of the discovery, development, manufacture and commercialization of products;

●

more extensive experience in pre-clinical testing, conducting clinical trials, obtaining regulatory approvals, and in manufacturing, marketing and selling pharmaceutical products;

●

product candidates that are based on previously tested or accepted technologies;

●

products that have been approved or are in late stages of development; and

●

collaborative arrangements in its target markets with leading companies and research institutions.

●

the safety and effectiveness of our product;

●

the ease with which our product can be administered and the extent to which patients accept relatively new routes of administration;

●

the timing and scope of regulatory approvals for our product;

●

the availability and cost of manufacturing, marketing and sales capabilities;

●

price;

●

reimbursement coverage; and

●

patent position.

●

decreased demand for any approved product;

●

injury to our reputation;

●

withdrawal of clinical trial participants;

●

initiation of investigations by regulators;

●

costs to defend the related litigation;

●

a diversion of management’s time and our resources;

●

substantial monetary awards to trial participants or patients;

●

product recalls, withdrawals or labeling, marketing or promotional restrictions;

●

exhaustion of any available insurance and our capital resources and potential increase in our insurance premiums and/or retention amounts; and

●

the inability to commercialize any product candidate.

●

the potential disruption of our ongoing business;

●

the distraction of management away from the ongoing oversight of our existing business activities;

●

incurring additional indebtedness;

●

the anticipated benefits and cost savings of those transactions not being realized fully, or at all, or taking longer to realize than anticipated;

●

an increase in the scope and complexity of our operations; and

●

the loss or reduction of control over certain of our assets.

●

limit our flexibility in planning the payment of expenditures that arise in our clinical program and our business and operations generally;

●

increase our vulnerability to general adverse economic conditions that hinder our ability to obtain equity financings; and

●

place us at a competitive disadvantage compared to our competitors.

●

the interest rate payable under the EarlyBird Convertible Note could be increased, and EarlyBird, as the holder of the EarlyBird Convertible Note, could declare all outstanding principal and interest to be due and payable; and/or

●

we could be forced into bankruptcy or liquidation.

Assumed public offering price per ordinary share and accompanying ordinary warrant		$
Net tangible book value per share as of June 30, 2024		$
Increase per share attributable to new investors in this offering		$
As adjusted net tangible book value per share as of June 30, 2024 after giving effect to this offering		$
Dilution in net tangible book value per share to new investors in this offering		$

●

up to 5,940,000 ordinary shares underlying an equivalent number of outstanding warrants at an exercise price of $11.50 per share;

●

6,866,000 ordinary shares issuable pursuant to the A&R Sponsor Promissory Note (based on the conversion of the entire $3,433,000 principal amount of that note into ordinary shares at an assumed conversion price of $0.50 per share);

●

2,500,000 ordinary shares issuable pursuant to the EarlyBird Convertible Note (based on the conversion of the entire $1,250,000 principal amount of that note into ordinary shares at an assumed conversion price of $0.50 per share);

●

ordinary shares issuable upon exercise of outstanding stock options under our equity incentive plan, at a weighted average exercise price of $          ;

●

ordinary shares issuable upon the settlement of RSUs under our equity incentive plan; and

●

ordinary shares reserved for future awards under our equity incentive plan.

●

Silexion’s shareholders holding approximately 61.55% of the outstanding voting interests in New Silexion upon the Closing of the Transactions;

●

Silexion’s senior management comprise the senior management of New Silexion;

●

the directors nominated by Silexion constitute the majority of the board of directors of New Silexion (five out of seven of the initial directors); and

●

Silexion’s operations comprise the ongoing operations of New Silexion.

●

the accompanying notes to the unaudited pro forma condensed combined financial statements;

●

the historical unaudited financial statements of Moringa as of and for the six-months period ended June 30, 2024 and the related notes included elsewhere in this prospectus;

●

the historical unaudited financial statements of Silexion as of and for the six-months period ended June 30, 2024 and the related notes included elsewhere in this prospectus;

●

the historical audited financial statements of Moringa as of and for the year ended December 31, 2023 and the related notes included elsewhere in this prospectus;

●

the historical audited financial statements of Silexion as of and for the year ended December 31, 2023 and the related notes included elsewhere in this prospectus;

●

the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Moringa’s quarterly report on Form 10-Q for the quarter ended June 30, 2024, filed with the SEC on August 13, 2024 (the “Moringa Q2 Form 10-Q”), and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this prospectus;

●

the other financial information relating to Moringa and Silexion included in this prospectus; and

●

factors detailed under the section entitled “Risk Factors” in this prospectus.

		Historical											Actual Redemptions
		Moringa Acquisition Corp.				Silexion Therapeutics Ltd.							Redemption Adjustments							Business Combination Adjustments				Pro Forma Balance Sheet
ASSETS
Current Assets:
Cash and cash equivalents		$	18			$	1,697			I			$	1,015			A			$	(2,076	)		$	2,244
			—				—							—			L				2,000
			—				—							—			B				(350	)
			—				—							—			N				(60	)
Restricted cash			—				25							—							—				25
Investments held in Trust Account			5,924				—			I				(5,924	)						—				—
Prepaid expenses			25				527							—							—				552
Other receivables			—				66							—							—				66
Total Current Assets			5,967				2,315							(4,909	)						(486	)			2,887
Restricted cash			—				25							—							—				25
Long-term deposit			—				5							—							—				5
Property and equipment, net			—				40							—							—				40
Operating lease right-of-use asset			—				140							—							—				140
Total Assets		$	5,967			$	2,525						$	(4,909	)					$	(486	)		$	3,097
LIABILITIES AND REDEEMABLE SHARES, NET OF CAPITAL DEFICIENCY
Current Liabilities:
Trade payables		$	—			$	281						$	—						$	—			$	281
Current maturities of operating lease liability			—				108							—							—				108
Employee related obligations			—				251							—							—				251
Accrued expenses			56				1,379							—			A				(233	)			1,202
Related Parties			3,346				—							—			F				(3,346	)			3,145
			—				—							—			F				3,145
ELOC Liability			—				—							—			M				337				337
Warrants			27				345							—			C				(345	)			27
Total Current Liabilities			3,429				2,364							—							(442	)			5,351
Long-term operating lease liability			—				8							—							—				8
Underwriters’ Promissory note			—				—							—			B				1,197				1,197
Total Non Current Liabilities			—				8							—							1,197				1,205
Total Liabilities		$	3,429			$	2,372						$	—						$	755			$	6,556
REDEEMABLE CONVERTIBLE PREFERRED SHARES AND NON-CONTROLLING INTERSTS:
Convertible Preferred Shares A		$	—			$	7,307						$	—			H			$	(7,307	)		$	—
Convertible Preferred Shares A-1			—				2,392							—			H				(2,392	)			—
Convertible Preferred Shares A-2			—				2,264							—			H				(2,264	)			—
Convertible Preferred Shares A-3			—				2,683							—			H				(2,683	)			—
Convertible Preferred Shares A-4			—				411							—			H				(411	)			—
Non-controlling interests			—				3,353							—			D				(3,353	)			—
MORINGA CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION		$	5,924			$	—			I			$	(5,924	)					$	—			$	—
SHAREHOLDERS’ EQUITY (DEFICIT):
Ordinary shares			*				1			J				*			J				*				1
Additional paid-in capital			—				11,398							—			N				3,000				39,166
			—				—							—			C				345
			—				—							—			E				220
			—				—							—			H				15,057
			—				—			I				1,015			G				7,510
			—				—							—			L				2,000
			—				—							—			D				3,353
			—				—							—			F				201
			—				—							—			B				(1,547	)
			—				—							—			K				(3,386	)
Accumulated deficit			(3,386	)			(29,656	)						—			E				(220	)			(42,626	)
			—				—							—			A				(1,843	)
			—				—							—			G				(7,510	)
			—				—							—			M				(337	)
			—				—							—			K				3,386
			—				—							—			N				(3,060	)
TOTAL EQUITY (CAPITAL DEFICIENCY)			(3,386	)			(18,257	)						1,015							17,169				(3,459	)
TOTAL CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, REDEEMABLE CONVERTIBLE PREFERRED SHARES AND CONTINGENTLY REDEEMABLE NON-CONTROLLING INTERESTS, NET OF CAPITAL DEFICIENCY			2,538				153							(4,909	)						(1,241	)			(3,459	)
TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED SHARES, NON-CONTROLLING INTEREST AND ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDER’S EQUITY (NET OF CAPITAL DEFICIENCY)		$	5,967			$	2,525						$	(4,909	)					$	(486	)		$	3,097

*	Represents an amount less than $1.

		Historical				Historical							Actual Redemption
		Moringa Acquisition Corp				Silexion Therapeutics Ltd.							Business Combination Adjustments					Pro Forma Statement of Operations
Research and development expenses, net		$	—			$	1,727			E			$	(38	)			$	1,689
General and administrative expenses			441				908			E				(26	)				1,066
			—				—			A				(317	)
			—				—			DD				60
OPERATING LOSS			441				2,635							(321	)				2,755
Financial expenses (income), net			(130	)			270			C				(145	)				514
			—				—			BB				420
										AA				99
Loss before income tax			311				2,905							53					3,269
Tax on Income			—				7							—					7
LOSS FOR THE PERIOD		$	311			$	2,912						$	53				$	3,276
Attributable to:
Equity holders of the Company			—				2,845			D				67					3,276
Non-controlling interests			—				67			D				(67	)				—
PROFIT (LOSS) PER SHARE, BASIC AND DILUTED
Ordinary share subject to possible redemption		$	0.32			$	—						$	(0.32	)			$	—
Non-redeemable ordinary shares		$	(0.14	)		$	(11.31	)					$	11.12				$	(0.33	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING USED IN COMPUTATION OF BASIC AND DILUTED LOSS PER SHARE
Ordinary shares subject to possible redemption			87,722				—							(87,722	)				—
Non-redeemable ordinary shares			3,355,000				251,655							6,399,717		CC			10,006,372

		Historical				Historical							Actual Redemption
		Moringa Acquisition Corp				Silexion Therapeutics Ltd.							Business Combination Adjustments					Pro Forma Statement of Operations
Research and development expenses, net		$	—			$	3,708			E			$	169				$	6,753
			—				—			G				2,876
General and administrative expenses			1,122				973			E				115					12,189
			—				—			G				4,639
			—				—			DD				120
			—				—			A				2,160
			—				—			N				3,060
OPERATING LOSS			1,122				4,681							13,139					18,942
Financial expenses (income), net			(1,385	)			395			C				(86	)				1,350
										BB				725
										AA				1,364
										M				337
Loss before income tax			(263	)			5,076							15,479					20,292
Tax on Income			—				32							—					32
LOSS FOR THE PERIOD		$	(263	)		$	5,108						$	15,479				$	20,324
Attributable to:
Equity holders of the Company			—				4,942			D				166					20,324
Non-controlling interests			—				166			D				(166	)				—
PROFIT (LOSS) PER SHARE, BASIC AND DILUTED
Ordinary share subject to possible redemption		$	0.51			$	—						$	(0.51	)			$	—
Non-redeemable ordinary shares		$	(0.34	)		$	(19.57	)					$	17.88				$	(2.03	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING USED IN COMPUTATION OF BASIC AND DILUTED LOSS PER SHARE
Ordinary shares subject to possible redemption			2,774,850				—							(2,774,850	)				—
Non-redeemable ordinary shares			3,355,000				252,462							6,398,910		CC			10,006,372

●

Moringa Sponsor forfeited for retirement 1,308,000 of the Moringa founders shares held by it, while 1,567,000 of the Moringa founders shares were transferred to non-affiliated third-party investors (including 316,750 founders shares to certain security holders) as Backstop Shares (as defined in the Business Combination Agreement);

●

New Silexion issued to the Moringa Sponsor the A&R Sponsor Promissory Note in an amount of $3,433,000, in replacement of all promissory notes that Moringa had issued to the Moringa Sponsor for amounts owed by Moringa to the Moringa Sponsor prior to the Closing;

●

New Silexion, Moringa Sponsor, the investor in the PIPE financing (described below) and certain additional shareholders of New Silexion entered into an Amended and Restated Registration Rights and Lock-Up Agreement granting them registration rights with respect to the ordinary shares of New Silexion issued to them;

●

Guangzhou Sino-Israel Bio-Industry Investment Fund I (“GIBF”), a shareholder of Silexion, transferred its noncontrolling interest in Silexion’s Chinese subsidiary, Silenseed (China) Ltd., directly to New Silexion, such that the subsidiary became a wholly-owned subsidiary of New Silexion, and was issued 1,835,733 ordinary shares of New Silexion as consideration for that transfer (the “Chinese Subsidiary Transfer”) (in addition to the 151,349 New Silexion ordinary shares that GIBF received upon the accelerated vesting of RSUs granted to it).

●

the redemption of the 427,297 Moringa public shares described above;

●

the separation of each former Moringa unit into one Moringa Class A ordinary share and one-half of a Moringa warrant;

●

the Sponsor Founder Shares Forfeiture (as defined in the Business Combination Agreement) of 1,308,000 founders shares, and transfer of the remaining 1,567,000 founders shares to third parties (including 316,750 founders shares to certain securityholders) as Backstop Shares, as described above;

●

the issuance of 87,722 New Silexion ordinary shares in exchange for an equivalent number of Moringa public shares that remained outstanding immediately prior to the Closing (following the redemptions described above);

●

the issuance of 380,000 New Silexion ordinary shares in exchange for an equivalent number of Moringa private shares;

●

the issuance of 100,000 New Silexion ordinary shares to EarlyBird in exchange for an equivalent number of representative shares;

●

the issuance by New Silexion to the Sponsor and/or its limited partners to whom the Sponsor distributed such shares of the 1,382,325 Sponsor Investment Shares (as defined in the Business Combination Agreement);

●

the issuance of 200,000 New Silexion ordinary shares to Greenstar, L.P. in exchange for an equivalent number of Moringa shares that were purchased in the $2.0 million PIPE financing, as described above;

●

the issuance of 4,024,942 New Silexion ordinary shares as the Silexion Merger Consideration (as defined in the Business Combination Agreement) to security holders of Silexion;

●

the issuance of 1,835,733 New Silexion ordinary shares to GIBF in respect of the Chinese Subsidiary Transfer (in addition to 151,349 New Silexion ordinary shares issued to GIBF upon the accelerated vesting of RSUs granted to it), as described above; and

●

the issuance of 39,325 New Silexion ordinary shares to a non-employee director of New Silexion upon acceleration of vesting, and settlement, of an equivalent number of New Silexion RSUs granted to the director.

Equity Holders		Shares				Percentage of Outstanding Shares
Moringa Public Shareholders(1)			87,722				0.88	%
Silexion Shareholders(2)			6,250,000				62.46	%
Moringa Sponsor Shares(3)			1,690,182				16.89	%
Distributees of Sponsor Investment Shares			45,000				0.45	%
PIPE investor			200,000				2.00	%
Founders Shares/ Backstop Shares			1,567,000				15.66	%
EarlyBird(3)			127,143				1.27	%
Director receiving RSU grant upon Closing			39,325				0.39	%
Total			10,006,372				100	%

(1)	Excludes 5,750,000 public warrants held by Moringa’s public shareholders, which will be exercisable for New Silexion ordinary shares at an exercise price of $11.50 per share beginning 30 days after the Closing of the Business Combination.

(2)

Includes all securities issuable to security holders of Silexion on a fully-diluted basis, including New Silexion ordinary shares, New Silexion warrants, New Silexion options and New Silexion RSUs, and also includes 1,835,733 New Silexion ordinary shares issued directly to GIBF in respect of the Chinese Subsidiary Transfer, as well as 151,349 New Silexion ordinary shares issued to GIBF upon the accelerated vesting of RSUs granted to it.

(3)	Excludes 190,000 private warrants held, in the aggregate, by the Moringa Sponsor and EarlyBird, which will be exercisable for New Silexion ordinary shares at an exercise price of $11.50 per share beginning 30 days after the Closing of the Business Combination.

Assuming actual redemptions Weighted average shares calculation – basic and diluted		Six-Months Period Ended June 30, 2024 and Year Ended December 31, 2023
Holders						% of Total
Moringa public shareholders			87,722				0.88	%
Moringa Sponsor shares			1,690,182				16.89	%
Distributees of Sponsor Investment Shares			45,000				0.45	%
PIPE investor			200,000				2.00	%
Founders Shares/ Backstop Shares			1,567,000				15.66	%
Existing Silexion equity holders (including GIBF in respect of the Chinese Subsidiary Transfer)			6,250,000				62.46	%
EarlyBird			127,143				1.27	%
Director receiving RSU grant upon Closing			39,325				0.39	%
Total Ordinary Shares			10,006,372				100	%

		Moringa Acquisition Corp (Historical)
For the six-months period ended June 30, 2024		Class A subject to Possible Redemption				Non- redeemable Class A and Class B				Silexion Therapeutics Ltd. (Historical)				Pro Forma Combined (Actual Redemption)
Weighted average shares outstanding – basic and diluted			87,722				3,355,000				251,655				10,006,372
Net profit (loss) per share – basic		$	0.32			$	(0.14	)		$	(11.31	)		$	(0.33	)

		Moringa Acquisition Corp (Historical)												Pro Forma
For the year ended December 31, 2023		Class A subject to Possible Redemption				Non- redeemable Class A and Class B				Silexion Therapeutics Ltd. (Historical)				Combined (Assuming Actual Redemption)
Weighted average shares outstanding – basic and diluted			2,774,850				3,355,000				252,462				10,006,372
Net profit (loss) per share – basic		$	0.51			$	(0.34	)		$	(19.57	)		$	(2.03	)

●

applies for Orphan Drug Designation in both the U.S. and EU for its SIL-204B product;

●

initiates a clinical trial powered for statistical significance with respect to SIL-204B;

●

initiates toxicological studies with respect to SIL-204B;

●

seeks marketing approvals for SIL-204B in various territories;

●

maintains, expands and protects its intellectual property portfolio;

●

hires additional operational, clinical, quality control and scientific personnel;

●

adds operational, financial and management information systems and personnel, including personnel to support its product development, any future commercialization efforts and its prospective transition to a public company; and

●

invests in research and development and regulatory approval efforts in order to utilize its technology as a platform focused on the silencing of the KRAS oncogene using RNA-interference therapeutics.

		Six-month period ended June 30,
		2024				2023
Operating expenses:
Research and development, net		$	1,727			$	1,916
General and administrative			908				306
Total operating expenses			2,635				2,222
Operating loss			2,635				2,222
Financial expenses, net			270				377
Loss before income tax			2,905				2,599
Income tax			7				20
Net loss for the six-month period		$	2,912			$	2,619

		Six-month period ended June 30,
		2024				2023
Payroll and related expenses		$	514			$	569
Subcontractors and consultants			1,128				1,208
Materials			3				16
Rent and maintenance			49				78
Travel expenses			13				27
Other			20				18
Total research and development expenses		$	1,727			$	1,916

		Six-month periods ended June 30,
		2024				2023
Payroll and related expenses		$	306			$	145
Professional Services			448				28
Depreciation			15				29
Rent and maintenance			72				42
Patent registration			25				16
Travel expenses			16				16
Other			26				30
Total general and administrative expenses		$	908			$	306

		Three-month period ended June 30,
		2024				2023
Operating expenses:
Research and development, net		$	766			$	1,235
General and administrative			619				179
Total operating expenses			1,385				1,414
Operating loss			1,385				1,414
Financial expenses, net			102				452
Loss before income tax			1,487				1,866
Income tax			2				10
Net loss for the three-month period		$	1,489			$	1,876

		Three-month period ended June 30,
		2024				2023
Payroll and related expenses		$	235			$	245
Subcontractors and consultants			497				910
Materials			-				6
Rent and maintenance			18				35
Travel expenses			13				27
Other			3				12
Total research and development expenses		$	766			$	1,235

		Three-month periods ended June 30,
		2024				2023
Payroll and related expenses		$	164			$	97
Professional Services			369				10
Depreciation			7				14
Rent and maintenance			46				21
Patent registration			16				7
Travel expenses			7				16
Other			10				14
Total general and administrative expenses		$	619			$	179

		Years ended December 31,
		2023				2022
Operating expenses:
Research and development, net		$	3,708			$	3,226
General and administrative			973				634
Total operating expenses			4,681				3,860
Operating loss			4,681				3,860
Financial expenses (income), net			395				(396	)
Loss before income tax			5,076				3,464
Income tax			32				24
Net loss for the year		$	5,108			$	3,488

		Years ended December 31,
		2023				2022
Payroll and related expenses		$	973			$	1,192
Subcontractors and consultants			2,467				1,595
Materials			13				191
Rent and maintenance			160				175
Travel expenses			37				42
Other			58				31
Total research and development expenses		$	3,708			$	3,226

		Years ended December 31,
		2023				2022
Payroll and related expenses		$	356			$	219
Professional Services			386				197
Depreciation			45				57
Rent and maintenance			86				71
Patent registration			22				32
Travel expenses			31				—
Other			47				58
Total general and administrative expenses		$	973			$	634

		Six-month period ended June 30,
		2024				2023
Cash and cash equivalents and restricted cash at beginning of the period		$	4,645			$	8,309
Net cash used in operating activities			(2,817	)			(2,587	)
Net cash provided by (used in) investing activities			(6	)			505
Net cash provided by financing activities			*				522
Net decrease in cash and cash equivalents and restricted cash		$	(2,823	)		$	(1,560	)
Translation adjustments on cash and cash equivalents and restricted cash			(75	)			(258	)
Cash and cash equivalents and restricted cash at end of the period		$	1,747			$	6,491

*	Represents an amount less than $1

		Three-month period ended June 30,
		2024				2023
Cash and cash equivalents and restricted cash at beginning of the period		$	2,831			$	7,924
Net cash used in operating activities			(1,065	)			(1,676	)
Net cash provided by (used in) investing activities			-				(2	)
Net cash provided by financing activities			-				522
Net decrease in cash and cash equivalents and restricted cash		$	(1,065	)		$	(1,156	)
Translation adjustments on cash and cash equivalents and restricted cash			(19	)			(277	)
Cash and cash equivalents and restricted cash at the end of the period		$	1,747			$	6,491

		Year ended December 31,
		2023				2022
Cash and cash equivalents and restricted cash at beginning of the period		$	8,309			$	10,083
Net cash used in operating activities			(4,529	)			(3,335	)
Net cash provided by (used in) investing activities			573				(524	)
Net cash provided by financing activities			522				2,752
Net decrease in cash and cash equivalents and restricted cash		$	(3,434	)		$	(1,107	)
Translation adjustments on cash and cash equivalents and restricted cash			(230	)			(667	)
Cash and cash equivalents and restricted cash at the end of the period		$	4,645			$	8,309

●

Material cost.

●

Regulatory pathway; and

●

Human clinical trial costs.

●

History of transactions in our preferred shares;

●

Probability of an IPO scenario (including de SPAC transaction);

	●	Probability of other liquidation events;
	●	Expected time to liquidation; and

●

Expected return on equity.

KRAS G12x Mutation		Cohort 1 Arm 2 (Control)		Cohort 1 Arm 1 (Treatment)		Cohort 1 % Arm 1 Tx		Cohort 2 (Treatment)		All Treated %
R		5/10		1/12		8		2/9		26 (8/31)
D		2/10		3/12		25		2/9		23 (7/31)
V		3/10		8/12		67		5/9		52 (16/31)

●

Advancing the clinical development of SIL-204B for the treatment of LAPC.    Our Phase 2 trial with our first-generation siRNA product, Loder in LAPC patients acts as a validation of approach and foundation for our continued development efforts. As further described in “Future Development Plans”, Silexion plans to initiate toxicology studies of SIL-204B in 2025 followed by the regulatory submission in late 2025 to initiate a Phase 2/3 trial of SIL-204B powered for statistical significance. At this time, Silexion is focused on the further development of the core siRNA technology underlying the Loder and SIL-204B as well as the clinical development of SIL-204B as the most optimized version of the technology.

●

Leveraging our platform to other oncological indications harboring the KRASG12D/V mutation.

●

Advancing SIL-204B to commercialization.    We have assembled a world class clinical advisory board for better understanding the market in the U.S. and EU.

●

Forming strategic alliances and collaborating with partners to augment our capabilities.    We may pursue strategic alliances with other biopharmaceutical companies with well-established presences in the specialties we aim to target for our indications. This may include co-marketing, co-promotion, and co-development relationships, or a partnership with a diagnostics company to help improve availability of rapid testing. We also intend to explore options to work with partners to augment the study and treatment of patients and the impact of our product candidates, including medical professionals, healthcare professional networks, pharmacy benefit managers, insurance companies, and artificial intelligence companies.

●

completion of extensive preclinical laboratory tests and preclinical animal studies, all performed in accordance with the GLP regulations;

●

submission to the FDA of an investigational new drug application, or IND, Clinical Trial Application (CTA) for Europe which must become effective or approved before human clinical studies may begin and must be updated on a regular basis;

●

approval by an independent institutional review board, or IRB, or ethics committee representing each clinical site before each clinical study may be initiated;

●

performance of adequate and well-controlled human clinical studies to establish the safety and efficacy of the product candidate for each proposed indication;

●

preparation of and submission to the FDA of a new drug application, or NDA, or biologics license application, or BLA, or for Europe a Marketing Authorization Application (MAA) after completion of all pivotal clinical studies;

●

potential review of the product application by an FDA advisory committee, where appropriate and if applicable. In the EU, the Committee for Medicinal Products for Human Use (CHMP) issues a scientific opinion to the European Commission which issues the marketing authorization;

●

a determination by the FDA within 60 days of its receipt of an NDA or BLA to file the application for review;

●

satisfactory completion of an FDA pre-approval inspection of the manufacturing facilities where the proposed product drug substance is produced to assess compliance with cGMP; and

●

FDA review and approval of an NDA or BLA or marketing authorization in the European Union (EU) in all European Union Member States plus Norway, Iceland and Liechtenstein, prior to any commercial marketing or sale of the drug in the United States. Note that if the centralized procedure is used, which is mandatory for all new anticancer products, a marketing authorization is issued centrally by the EU commission, which is valid immediately in all member states of the EEA (EU plus Iceland, Norway, and Liechtenstein).

●

obtaining regulatory approval to commence a study;

●

reaching agreement with third-party clinical trial sites and their subsequent performance in conducting accurate and reliable studies on a timely basis;

●

obtaining institutional review board approval or an Ethics Committee approval to conduct a study at a prospective site;

●

recruiting patients to participate in a study; and

●

supply of the drug.

●

Phase 1.    The drug is initially introduced into healthy human subjects and tested for safety, dosage tolerance, absorption, metabolism, distribution and excretion. In the case of some products for severe or life-threatening diseases, especially when the product may be too inherently toxic to ethically administer to healthy volunteers, the initial human testing is often conducted in patients.

●

Phase 2.    This phase involves trials in a limited patient population to identify possible adverse effects and safety risks, to preliminarily evaluate the efficacy of the product for specific targeted diseases and to determine dosage tolerance and optimal dosage.

●

Phase 3.    This phase involves trials undertaken to further evaluate dosage, clinical efficacy and safety in an expanded patient population, often at geographically dispersed clinical trial sites. These trials are intended to establish the overall risk/benefit ratio of the product and provide an adequate basis for product labeling.

●

Phase 4.    In some cases, the FDA or the EMA may condition approval of an NDA or BLA or MAA for a product candidate on the Sponsor’s agreement to conduct additional clinical studies after approval. In other cases, a sponsor may voluntarily conduct additional clinical studies after approval to gain more information about the drug. Such post-approval studies are typically referred to as Phase 4 clinical studies.

●

restrictions on the marketing or manufacturing of the product, complete withdrawal of the product from the market or product recalls;

●

fines, warning letters or holds on post-approval clinical studies;

●

refusal of the FDA to approve pending NDAs or supplements to approved NDAs, or suspension or revocation of product license approvals;

●

injunctions or the imposition of civil or criminal penalties; or

●

product seizure or detention, or refusal to permit the import or export of products.

●

the required patent information has not been filed;

●

the listed patent has expired;

●

the listed patent has not expired, but will expire on a particular date and approval is sought after patent expiration; or

●

the listed patent is invalid, unenforceable or will not be infringed by the new product.

●

Decentralized procedure.    Using the decentralized procedure, an applicant may apply for simultaneous authorization in more than one European Union country of medicinal products that have not yet been authorized in any European Union country and that do not fall within the mandatory scope of the centralized procedure.

●

Mutual recognition procedure.    In the mutual recognition procedure, a medicine is first authorized in one European Union Member State, in accordance with the national procedures of that country. Following this, further marketing authorizations can be sought from other European Union countries in a procedure whereby the countries concerned agree to recognize the validity of the original, national marketing authorization.

●

the federal Anti-Kickback Statute, which prohibits, among other things, persons from knowingly and willfully soliciting, receiving, offering or paying remuneration, directly or indirectly, to induce, or in return for, the purchase or recommendation of an item or service reimbursable under a federal healthcare program, such as the Medicare and Medicaid programs;

●

federal civil and criminal false claims laws and civil monetary penalty laws, which prohibit, among other things, individuals or entities from knowingly presenting, or causing to be presented, claims for payment from Medicare, Medicaid, or other third-party payers that are false or fraudulent;

●

the federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, which created new federal criminal statutes that prohibit executing a scheme to defraud any healthcare benefit program and making false statements relating to healthcare matters;

●

the federal transparency laws, including the federal Physician Payment Sunshine Act, that requires drug manufacturers to disclose payments and other transfers of value provided to physicians and teaching hospitals;

●

HIPAA, as amended by HITECH and its implementing regulations, which imposes certain requirements relating to the privacy, security and transmission of individually identifiable health information; and

●

state law equivalents of each of the above federal laws, such as anti-kickback and false claims laws which may apply to items or services reimbursed by any third-party payer, including commercial insurers, and state laws governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts.

Name		Age		Position(s)
Directors
Ilan Hadar		55		Chairman and Chief Executive Officer
Dror J. Abramov		63		Director
Ruth Alon		72		Director
Ilan Levin		58		Director
Avner Lushi		57		Director
Shlomo Noy		71		Director
Executive Officers (who are not also directors)
Dr. Mitchell Shirvan		70		Chief Scientific and Development Officer
Mirit Horenshtein Hadar, CPA		40		EVP of Finance Affairs, Chief Financial Officer and Secretary

●

helping the New Silexion Board oversee our corporate accounting and financial reporting processes;

●

managing the selection, engagement, qualifications, independence, and performance of a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

●

reviewing and discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results;

●

obtaining and reviewing a report by the independent registered public accounting firm at least annually that describes our internal quality control procedures, any material issues with such procedures and any steps taken to deal with such issues when required by applicable law;

●

establishing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

●

overseeing our policies on risk assessment and risk management;

●

overseeing compliance with our code of business conduct and ethics;

●

reviewing related person transactions; and

●

approving or, as required, pre-approving audit and permissible non-audit services to be performed by the independent registered public accounting firm.

●

reviewing, approving and determining, or making recommendations to the New Silexion Board regarding the compensation of our chief executive officer, other executive officers and senior management;

●

reviewing, evaluating and recommending to the New Silexion Board succession plans for our executive officers;

●

reviewing and recommending to the New Silexion Board the compensation paid to our non-employee directors;

●

administering our equity incentive plans and other benefit programs;

●

reviewing, adopting, amending and terminating incentive compensation and equity plans, severance agreements, profit sharing plans, bonus plans, change-of-control protections and any other compensatory arrangements for our executive officers and other senior management; and

●

reviewing and establishing general policies relating to compensation and benefits of our employees, including our overall compensation philosophy.

●

identifying and evaluating candidates, including the nomination of incumbent directors for reelection and nominees recommended by shareholders, to serve on the New Silexion Board;

●

considering and making recommendations to the New Silexion Board regarding the composition and chairmanship of the committees of the New Silexion Board;

●

instituting plans or programs for the continuing education of the New Silexion Board and the orientation of new directors;

●

developing and making recommendations to the New Silexion Board regarding corporate governance guidelines and matters;

●

overseeing our corporate governance practices;

●

overseeing periodic evaluations of the New Silexion Board’s performance, including committees of the New Silexion Board; and

●

contributing to succession planning.

Name and Principal Position		Base Gross Salary ($)(1)				Option Awards ($)				All Other Compensation ($)(1)(2)				Total ($)(1)
Ilan Hadar Managing Director(3)			182,976				0				70,638				253,614
Mirit Horenshtein Hadar EVP Finance(4)			26,238	ׁׂׂׂׂ(5)			0				—				26,238
Dr. Mitchell Shirvan Chief Scientific and Development Officer(6)			156,140				0				50,660				206,800

(1)	Amounts reported for the named executive officer and paid in New Israeli Shekels are converted from New Israeli Shekels to U.S. dollars using the 2023 average exchange rate as published by Bank of Israel of 3.689 New Israeli Shekels to 1 U.S. Dollar.
(2)	The amounts in this column include payments for a leased car or car maintenance, contributions to a pension fund, compensation fund, and continuing education fund, or payments in lieu of a continuing education fund.
(3)	This was for a part-time (75%) position.
(4)	This was for a part-time (75%) position.
(5)	This amount reflects a salary of 4.5 months during 2023, during which time Ms. Horenshtein Hadar served as a part-time consultant in a Strategy & Corporate Finance Advisory capacity.
(6)	This was for a part-time (80%) position.

		Option Awards
Name		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1)				Equity Incentive Plan Awards: Market Value of Unearned Shares. Units or Other Rights That Have Not Vested ($)
Ilan Hadar			32,400				—
Dr. Mitchell Shirvan			16,200				—

(1)	See details under “Equity Compensation” section above.

(a)

entitle a grantee to exercise an award, or to otherwise provide for the acceleration of such award’s vesting schedule, as to all or part of its underlying shares, including with respect to awards that would not otherwise be exercisable or vested, under such terms and conditions as the Administrator shall determine, including the cancellation of all unexercised awards upon or immediately prior to the closing of a transaction or as of such other date (the “Cut-Off Date”), and/or the termination of all awards (whether vested but un-exercised or un-vested) as of the relevant Cut-Off Date, as of which they shall no longer be exercisable by the applicable grantees; and/or

(b)

provide for the cancellation of outstanding awards at or immediately prior to the closing of a transaction, and payment to the applicable grantee of a consideration determined by the Administrator to be fair in the circumstances (whether in shares, cash, other securities, property, or any combination thereof), taking into account the value of each underlying share of any such award’s vested portion as reflected by the terms of such transaction, and the exercise price of each such underlying share, and subject to such terms and conditions as determined by the Administrator.

	●	The Share Pool will be reduced by one share for each share made subject to an award granted under the 2024 Plan;
	●	The Share Pool will be increased by the number of unissued shares underlying or used as a reference measure for any award or portion of an award granted under the 2024 Plan that is cancelled, forfeited, expired, terminated unearned or settled in cash, in any such case without the issuance of shares;

●

The Share Pool will be increased by the number of shares that are forfeited back or surrendered for no consideration to us after issuance due to a failure to meet an award contingency or condition with respect to any award or portion of an award granted under the 2024 Plan;

●

The Share Pool shall be increased, on the exercise date, by the number of shares withheld by or surrendered (either actually or through attestation) to the Company in payment of the exercise price of any award granted under the 2024 Plan; and

●

The Share Pool shall be increased, on the relevant date, by the number of shares withheld by or surrendered (either actually or through attestation) to the Company in payment of any tax withholding obligation that arises in connection with any award granted under the 2024 Plan.

●

the aggregate number and kind of shares or other securities that may be granted to eligible individuals under the 2024 Plan;

●

the maximum number of shares or other securities that may be issued with respect to incentive share options granted under the 2024 Plan;

●

the number of shares or other securities covered by each outstanding award and the exercise price, base price or other price per share, if any, and other relevant terms of each outstanding award; and

●

all other numerical limitations relating to awards, whether contained in the 2024 Plan or in award agreements.

●

the amounts involved exceeded or will exceed $120,000; and

●

any of our directors, executive officers or holders of more than 5% of our share capital, or any member of the immediate family of, or person sharing the household with, the foregoing persons, had or will have a direct or indirect material interest.

●

Sponsor Investment Shares and securities held by former Silexion shareholders: (A) 50% of the Sponsor Investment Shares held by the Sponsor and its distributees and 50% of the New Silexion securities held by the former Silexion shareholders who are party to the agreement, in each case, upon the Closing, are subject to a lock-up period ending on the earlier of (i) six (6) months after the completion of the Business Combination, and (ii) the date on which New Silexion will consummate a liquidation, merger, amalgamation, share exchange, reorganization, or other similar transaction after the Business Combination that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property, and (B) the other 50% of the Sponsor Investment Shares held by the Sponsor and its distributees and 50% of the our securities held by the former Silexion shareholders party to the agreement, in each case, upon the Closing, will be subject to a lock-up period that will end on the earliest of (x) six (6) months after the date of the consummation of the Business Combination, (y) the date on which we consummate a liquidation, merger, amalgamation, share exchange, reorganization, or other similar transaction after the Business Combination that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property, or (z) the date on which the last reported sale price of our ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period.

●

Private Shares and Private Warrants: The lock-up period on all New Silexion ordinary shares issued pursuant to the SPAC Merger in exchange for private placement shares and private placement warrants purchased by or issued to the Sponsor and EarlyBird concurrently with Moringa’s initial public offering will remain (as provided in the documentation for Moringa’s initial public offering) 30 days after the Closing.

●

Representative Shares. The lock-up period on all Representative Shares (as defined in the Amended and Restated Registration Rights and Lock-Up Agreement) that are held by EarlyBird will remain (as provided in the documentation for Moringa’s initial public offering) three months after the Closing.

●

Note Shares and PIPE Shares. Note Shares issued to the Sponsor upon conversion of amounts due under the A&R Sponsor Promissory Note and PIPE Shares issued to the PIPE Investor will not be subject to any lock-up periods following the Closing.

●

each person who is the beneficial owner of more than 5% of the outstanding New Silexion ordinary shares;

●

our named executive officer and directors; and

●

all of our executive officers and directors as a group.

Name and Address of Beneficial Owner(1)		Number of Shares Beneficially Owned				Approximate Percentage of Outstanding Ordinary Shares
Directors and Executive Officers of New Silexion:
Ilan Hadar			280,438	(2)			2.0	%
Dror Abramov			39,829				*
Ruth Alon			54,325				*
Ilan Levin(3)			2,066,610	(4)			14.8	%
Avner Lushi(5)			1,987,082	(6)			14.4	%
Shlomo Noy(7)			1,987,082	(6)			14.4	%
Dr. Mitchell Shirvan			196,992	(8)			1.4	%
Mirit Horenshtein Hadar, CPA			56,772				*
All executive officers and directors as a group (8 individuals)			4,682,048				33	%
Five Percent Holders:
Moringa Sponsor, LP and affiliated entities (3)			2,066,610	(4)			14.8	%
Guangzhou Sino-Israel Biotech Fund(9)			1,987,082	(6)			14.4	%
Wildcat Partner Holdings LP(10)			1,020,852				7.4	%

*	Less than 1%.

(1)	Unless otherwise noted, the business address of each beneficial owner listed in the above table is c/o Silexion Therapeutics Corp, 12 Abba Hillel Road, Ramat Gan, Israel 5250606.

(2)	Includes 129,045 New Silexion ordinary shares issuable upon exercise of options, at an exercise price of $6.72 per share, all of which are vested and currently exercisable.
(3)	The shares reported in this row are held of record by the Sponsor, Moringa Sponsor, LP, and/or by the PIPE Investor, Greenstar, L.P., each a Cayman Islands exempted limited partnership, as described in footnote (4) below. Moringa Partners Ltd., an Israeli company that is wholly-owned by Mr. Ilan Levin, serves as the sole general partner of each of the Sponsor and the PIPE Investor. Mr. Levin, a director of New Silexion, is the sole director of that general partner. As a result of his ownership of that general partner, Mr. Levin possesses sole voting and investment authority with respect to the shares indirectly held by the Sponsor and the PIPE Investor. The limited partnership interests of the Sponsor and the PIPE Investor are held by various individuals and entities, including Mr. Levin. Mr. Levin disclaims beneficial ownership of the securities held by the Sponsor and the PIPE Investor other than to the extent of his direct or indirect pecuniary interest in such securities. The address of each of the entities beneficially owning the shares that are reported in this row is c/o Moringa Acquisition Corp, 250 Park Avenue, 7th floor, New York, NY 10177.

(4)

Consists of the total of: (i) 1,337,325 New Silexion ordinary shares issued to the Sponsor as Sponsor Investment Shares (as defined under the Business Combination Agreement); (ii) 352,857 New Silexion ordinary shares issued to the Sponsor upon the Closing of the Business Combination due to the conversion, on a one-for-one basis, of the 352,857 Moringa private shares held by it; (iii) 176,429 New Silexion ordinary shares underlying New Silexion warrants issued to the Sponsor upon the Closing of the Business Combination due to the conversion, on a one-for-one basis, of the 176,429 Moringa private warrants held by the Sponsor (which New Silexion warrants will be exercisable beginning 30 days after the Closing Date); and (iv) 200,000 New Silexion ordinary shares issued to Greenstar, L.P., the PIPE Investor, as PIPE Shares in respect of the PIPE Financing. The foregoing beneficial ownership of New Silexion ordinary shares by the Sponsor does not include any Note Shares that may be issued to the Sponsor following the Closing upon conversion of amounts owed by New Silexion to the Sponsor under the A&R Sponsor Promissory Note, as the potential number of Note Shares, and the timing of issuance of Note Shares, cannot be determined in advance.

(5)	The shares reported in this row consist entirely of New Silexion ordinary shares held of record by Guangzhou Sino-Israel Biotech Fund (“GIBF”), with respect to which Mr. Lushi possesses shared voting and investment authority as a result of his serving as a Managing Partner and CEO of GIBF.

(6)	Includes 1,835,733 New Silexion ordinary shares issued to GIBF at the Closing in respect of its transfer of its noncontrolling interest in our Chinese subsidiary, Silenseed (China) Ltd., to New Silexion pursuant to the Chinese Subsidiary Transfer.

(7)	The shares reported in this row consist entirely of New Silexion ordinary shares held of record by GIBF, with respect to which Mr. Noy possesses shared voting and investment authority as a result of his serving as Chief Medical Officer of GIBF.
(8)	Includes 64,522 New Silexion ordinary shares issuable upon exercise of options, at an exercise price of $6.72 per share, all of which are vested and currently exercisable.
(9)	The address of this shareholder is 34 Ha’Barzel St., Tel-Aviv 6971052 Israel. Each of Avner Lushi and Shlomo Noy may be deemed to share voting and investment power over the securities beneficially owned by GIBF.

(10)	The address of this shareholder is 301 Commerce Street, Suite 3150, Fort Worth, Texas 76102. Len Porter may be deemed to have sole voting and investment power over the securities beneficially owned by Wildcat Partner Holdings LP.

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the reported last sale price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and

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a registration statement is then in effect with respect to the New Silexion ordinary shares underlying such warrants.

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the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for the New Silexion securities;

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the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period in the U.S. Holder’s holding period before the first day of our first taxable year in which New Silexion is a PFIC, will be taxed as ordinary income;

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the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder without regard to the U.S. Holder’s other items of income and loss for such year; and

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an additional amount equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder with respect to the tax attributable to each such other taxable year of the U.S. Holder.

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standard issuer representations and warranties on matters such as organization, qualification, authorization, no conflict, no governmental filings required, current in SEC filings, no litigation, labor or other compliance issues, environmental, intellectual property and title matters and compliance with various laws such as the Foreign Corrupt Practices Act; and

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covenants regarding matters such as registration of warrant shares, no integration with other offerings, no stockholder rights plans, no material nonpublic information, use of proceeds, indemnification of purchasers, reservation and listing of shares of common stock, and no subsequent equity sales for        days, subject to certain exceptions.