| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Ordinary Shares, par value $0.0135 per share |
| (b) | Name of Issuer:
Silexion Therapeutics Corp |
| (c) | Address of Issuer's Principal Executive Offices:
12 Abba Hillel Road, Ramat Gan,
ISRAEL
, 5250606. |
Item 1 Comment:
Except as set forth in this Amendment No. 2 (this "Amendment 2"), Amendment 1 to Schedule 13D ("Amendment 1") that was filed on September 23, 2025 and the initial Schedule 13D (the "Original 13D") that was filed on August 22, 2024, remains in effect, and capitalized terms used herein but not defined herein have such respective meanings, as defined in such Amendment 1 and Original 13D. The information set forth in response to the Item below shall be deemed to be a response to all Items where such information is relevant. The information set forth in the Exhibits to the Original 13D is expressly incorporated herein by reference and the response to each Item of this Amendment is qualified in its entirety by the provisions of such Exhibits.
The Reporting Persons are filing this Amendment out of an abundance of caution to report the 450,000 ordinary shares that Silexion Therapeutics Corp (the "Issuer") reported as issued to Moringa Sponsor, LP on September 15, 2025, upon conversion by the Issuer of an aggregate of $1.8 million of the outstanding amount under the Amended and Restated Promissory Note, dated August 15, 2024, and 925,004 ordinary shares that the Issuer reported as issued on May 14, 2026 of an aggregate of $0.4 million of the outstanding amount under the Amended and Restated Promissory Note, dated August 15, 2024. Moringa Sponsor, LP expressly disputes the validity of the issuance of the 450,000 ordinary shares and 925,004 ordinary shares reported herein and does not concede beneficial ownership of such shares. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | On September 15, 2025, Silexion Therapeutics Corp, a Cayman Islands exempted company ("Silexion" or the "Issuer") issued 450,000 ordinary shares, par value $0.0135 per share, of Silexion, to Moringa Sponsor, LP (the "Sponsor") upon conversion by Silexion of an aggregate of $1.8 million of the outstanding amount under the Amended and Restated Promissory Note, dated August 15, 2024, in an original principal amount of $3.4 million, issued by Silexion to the Sponsor.
Moringa Sponsor, LP expressly disputes the validity of the issuance of the 450,000 ordinary shares reported herein and does not concede beneficial ownership of such shares.
On May 14, 2026, Silexion issued 925,004 ordinary shares, par value $0.0135 per share, of Silexion to the Sponsor upon conversion by Silexion of an aggregate of $0.4 million of the outstanding amount under the Amended and Restated Promissory Note, dated August 15, 2024, in an original principal amount of $3.4 million, issued by Silexion to the Sponsor.
Moringa Sponsor, LP expressly disputes the validity of the issuance of the 925,004 ordinary shares reported herein and does not concede beneficial ownership of such shares. |
| Item 4. | Purpose of Transaction |
| | The information contained in Item 3 is incorporated by reference in its entirety into this Item 4. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Amendment is incorporated by reference in its entirety into this Item 5.
Each Reporting Person expressly disclaims beneficial ownership of any securities reported herein except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities and except to the extent of such Reporting Person's pecuniary interest therein.
The Reporting Persons are filing this Amendment out of an abundance of caution. The Reporting Persons expressly dispute the validity of the issuance of the 450,000 ordinary shares and 925,004 ordinary shares reported herein and does not concede beneficial ownership of such shares. |
| (b) | See Item 5(a). |
| (c) | On August 7, 2025, Moringa Sponsor, LP transferred (i) 5,550 ordinary shares and (ii) 126,250 warrants to purchase ordinary shares (each prior to the 1-for-9 and 1-for-15 reverse share splits effected by the Company) (collectively, the "Shares and Warrants"), to certain limited partners of Moringa Sponsor, LP (the "Transferees"). The Shares and Warrants were distributed to the Transferees in proportion to their respective pro rata interests in the equity of Moringa Sponsor, LP. No consideration was paid or otherwise provided by the Transferees to Moringa Sponsor, LP in connection with the transfers.
Other than as described elsewhere in this Amendment, none of the Reporting Persons has effected any transactions in securities of the Issuer in the past 60 days. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | The information contained in Item 3 is incorporated by reference in its entirety into this Item 6. The Amended and Restated Promissory Note, dated August 15, 2024 and filed as an exhibit to the Original 13D, is expressly incorporated herein by reference.
Except as set forth herein, the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit 1 -- Joint Filing Agreement pursuant to Rule 13d-1(k)(1) (incorporated by reference to Exhibit 1 to the Schedule 13D filed by Moringa Sponsor, LP with the SEC on August 22, 2024).
Exhibit 2 -- Amended and Restated Registration Rights and Lock-Up Agreement, dated August 14, 2024 and effective as of the Closing Date, by and among Silexion Therapeutics Corp (formerly known as Biomotion Sciences), Moringa Acquisition Corp, Moringa Sponsor, L.P., the distributees of Sponsor Investment Shares that were issuable to Moringa Sponsor, L.P., EarlyBirdCapital, Inc., certain of Silexion Therapeutics Ltd.'s pre-Business Combination shareholders and Greenstar, L.P. (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the Issuer with the SEC on August 21, 2024).
Exhibit 3 -- Amended and Restated Promissory Note, dated August 15, 2024, issued by Silexion Therapeutics Corp (formerly known as Biomotion Sciences) to Moringa Sponsor, L.P (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by the Issuer with the SEC on August 21, 2024). |
