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
 Ilan Levin
FirstName
Biomotion LastNameIlan Levin
           Sciences
Comapany
June 5, 2024NameBiomotion Sciences
June 5,
Page  2 2024 Page 2
FirstName LastName
         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.
 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
FirstName LastNameIlan Levin
       analyzing their status under the Investment Company Act of 1940. See SEC
Release No.
Comapany   NameBiomotion
       33-11265,              Sciences
                  Special Purpose  Acquisition Companies, Shell Companies, and
Projections,
June 5,adopted  on January
        2024 Page  3        24, 2024. Please ensure any outdated disclosure is
removed.
FirstName LastName
 Ilan Levin
FirstName
Biomotion LastNameIlan Levin
           Sciences
Comapany
June 5, 2024NameBiomotion Sciences
June 5,
Page  4 2024 Page 4
FirstName LastName
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.
 Ilan Levin
FirstName
Biomotion LastNameIlan Levin
           Sciences
Comapany
June 5, 2024NameBiomotion Sciences
June 5,
Page  5 2024 Page 5
FirstName LastName
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
 Ilan Levin
FirstName
Biomotion LastNameIlan Levin
           Sciences
Comapany
June 5, 2024NameBiomotion Sciences
June 5,
Page  6 2024 Page 6
FirstName LastName
         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 development time or regulatory review time of a
drug, nor does it
 Ilan Levin
Biomotion Sciences
June 5, 2024
Page 7
         increase the likelihood for any approval in the regulatory review
process and disclose if
         your expected plans will change if you do not obtain Orphan Drug
Designation.
Intellectual Property, page 155

34.      Please revise to disclose the products and technologies each of your
patents and patent
         applications relate to, whether the patents are owned or licensed, the
type of patent
         protection and the patent expiration dates. Please clarify whether
Silexion's composition
         of matter claims relate to the siRNA used in Loder or in SIL-240B and
whether the
         advances described under "siRNA advances" on page 153 are covered by
the claims in
         Silexion's patents or patent applications. Also clarify whether
Silexion has any patent or
         patent applications with claims relating to extended-release
formulation and delivery
         system described under "Extended-Release Formulation Advances" on page
153.
Grants from the Israeli Innovation Authority, page 156

35.      Please revise to disclose the products and programs that are subject
to potential royalty
         payments to the IIA.
Silexion Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Results of Operations
Research and Development Expenses, page 173

36.      Please revise to provide a breakdown of research and development
expenses,
         distinguishing between spending for the development of Loder and
SIL-204B in each
         period presented. In addition, quantify aggregate spending on Loder
since inception of
         this development program, describe the nature of clinical trials for
SIL-204B and other
         projects that you expect to conduct in 2024 and 2025 and explain the
meaning of your
         statement on page 154 that "we plan to initiate a clinical trial
powered for statistical
         significance with SIL-204B late in 2025."
Management of New Pubco Following the Business Combination
Directors, page 179

37.      For the prospective directors of the combined company, please revise
to discuss the
         specific experience, qualifications, attributes or skills that led to
the conclusion that the
         person should serve as a director. Refer to Item 401(e)(1) of
Regulation S-K.
38.    We note Ilan Hadar is also currently the chief executive officer of
another entity. Please
       revise to clarify whether Ilan Hadar will be working on a full-time
basis for the
FirstName LastNameIlan Levin
       combined company following the business combination. To the extent Ilan
Hadar will not
Comapany    NameBiomotion
       be working              Sciences
                    on a full-time basis, revise to provide appropriate risk
factor disclosure and
June 5,state
        2024the  amount
              Page  7    of hours per month he is expected to provide.
FirstName LastName
 Ilan Levin
FirstName
Biomotion LastNameIlan Levin
           Sciences
Comapany
June 5, 2024NameBiomotion Sciences
June 5,
Page  8 2024 Page 8
FirstName LastName
Executive Officers, page 181

39.      We note that based on her title, it appears Mirit Horenshtein Hadar
will not be the chief
         financial officer of the new company and that no chief financial
officer is identified.
         Please revise to identify the chief financial officer. To the extent
the company will not
         have one, revise to provide appropriate risk factor disclosure.
Beneficial Ownership of Securities, page 195

40.      Please revise page 198 to identify the natural person(s) who have sole
or shared voting or
         investment power for the securities beneficially owned by Guangzhou
Sino-Israel Biotech
         Fund and Wildcat Partner Holdings LP.
Description of Securities
Exclusive Forum Selection, page 203

41.      We note your disclosure on page 203 that the Prospective Articles will
"provide that,
         unless New Pubco consents in writing to the selection of an
alternative forum, the federal
         district courts of the United States of America will be the exclusive
forum for the
         resolution of any complaint asserting a cause of action arising under
the Securities Act."
         We also note Section 22 of the Securities Act creates concurrent
jurisdiction for federal
         and state courts over all suits brought to enforce any duty or
liability created by the
         Securities Act or the rules and regulations thereunder. Please revise
your prospectus to
         state that there is uncertainty as to whether a court would enforce
such provision and that
         investors cannot waive compliance with the federal securities laws and
the rules and
         regulations thereunder.
42.      We note your disclosure that the Prospective Articles "will also
provide that, unless New
         Pubco consents in writing to the selection of an alternative forum,
the federal district
         courts of the United States of America will be the exclusive forum for
the resolution of
         any complaint asserting a cause of action arising under the Securities
Act." Please
         reconcile this with the disclosure on page 209 that the Prospective
Articles "provide that,
         unless New Pubco consents in writing to the selection of an
alternative forum, the federal
         district courts of the United States of America will be the exclusive
forum for the
         resolution of any complaint asserting a cause of action arising under
the Securities Act or
         Exchange Act."
Where You Can Find More Information, page 224

43.      We note your disclosure that "[a]ll information contained in this
proxy
         statement/prospectus relating to Moringa has been supplied by
Moringa," that "all such
         information relating to Silexion has been supplied by Silexion" and
that "[i]nformation
         provided by either Moringa or Silexion does not constitute any
representation, estimate or
         projection of the other." We note similar statements on page 227.
Since these statements
         could be read as disclaimers of responsibility for the disclosure in
your filing, please
 Ilan Levin
Biomotion Sciences
June 5, 2024
Page 9
       revise to remove any implication that Moringa or Silexion disclaim
responsibility for any
       of the disclosures contained in the registration statement.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact 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,
FirstName LastNameIlan Levin
                                                            Division of
Corporation Finance
Comapany NameBiomotion Sciences
                                                            Office of Life
Sciences
June 5, 2024 Page 9
cc:       Brian N. Wheaton, Esq.
FirstName LastName