Silexion Therapeutics Corp

We are registering the issuance by us of up to 5,940,000 New Silexion ordinary shares that may be issued upon exercise of New Silexion warrants to purchase New Silexion ordinary shares.

We are also registering the resale by the Selling Securityholders of up to (i) 15,352,181 ordinary shares, consisting of (i) up to 5,796,181 currently outstanding ordinary shares, (ii) up to 6,866,000 ordinary shares issuable upon conversion of amounts outstanding under the A&R Sponsor Promissory Note, (iii) up to 2,500,000 ordinary shares issuable upon conversion of amounts outstanding under the EarlyBird Convertible Note, and (iv) up to 190,000 ordinary shares issuable upon exercise of New Silexion warrants (the private warrants, which are held by the Moringa Sponsor and EarlyBird); and (b) up to 190,000 New Silexion warrants (the foregoing private warrants). We will receive proceeds from New Silexion warrants exercised in the event that such New Silexion warrants are exercised for cash. The aggregate proceeds to the Selling Securityholders from sales of securities under this prospectus will be the purchase price of the securities less any discounts and commissions borne by the Selling Securityholders.

The Selling Securityholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling New Silexion ordinary shares or New Silexion warrants received after the date of this prospectus from a Selling Securityholder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their New Silexion ordinary shares and New Silexion warrants (including New Silexion ordinary shares underlying such New Silexion warrants once issued upon the exercise of such warrants) on any stock exchange, market or trading facility on which the New Silexion ordinary shares or New Silexion warrants are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.

The Selling Securityholders may use any one or more of the following methods when disposing of New Silexion ordinary shares or New Silexion warrants:

The Selling Securityholders may, from time to time, pledge or grant a security interest in some or all of the New Silexion ordinary shares or New Silexion warrants owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the New Silexion ordinary shares or New Silexion warrants, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of Selling Securityholders to include the pledgee, transferee or other successors in interest as Selling Securityholders under this prospectus. The Selling Securityholders also may transfer the New Silexion ordinary shares or New Silexion warrants in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

In connection with the sale of New Silexion ordinary shares or New Silexion warrants, the Selling Securityholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of New Silexion ordinary shares or New Silexion warrants in the course of hedging the positions they assume. The Selling Securityholders may also sell New Silexion ordinary shares or New Silexion warrants short and deliver these securities to close out their short positions, or loan or pledge New Silexion ordinary shares or New Silexion warrants to broker-dealers that in turn may sell these securities. The Selling Securityholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of New Silexion ordinary shares or New Silexion warrants offered by this prospectus, which New Silexion ordinary shares or New Silexion warrants such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

Each of the Selling Securityholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of New Silexion ordinary shares or New Silexion warrants to be made directly or through agents. We will not receive any of the proceeds from this offering. Upon any exercise of New Silexion warrants by payment of cash, however, we will receive the exercise price of the warrants.

The Selling Securityholders and any underwriters, broker-dealers or agents that participate in the sale of the ordinary shares or interests therein may be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. Selling Securityholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act.

In addition, a Selling Securityholder that is an entity may elect to make a pro rata in-kind distribution of securities to its members, partners or shareholders pursuant to the registration statement of which this prospectus is a part by delivering a prospectus with a plan of distribution. Such members, partners or shareholders would thereby receive freely tradeable securities pursuant to the distribution through a registration statement.

To the extent required, the New Silexion ordinary shares or New Silexion warrants to be sold, the names of the Selling Securityholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.

In order to comply with the securities laws of some states, if applicable, the New Silexion ordinary shares or New Silexion warrants may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the New Silexion ordinary shares or New Silexion warrants may not be sold unless they have been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

We have advised the Selling Securityholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of New Silexion ordinary shares or New Silexion warrants in the market and to the activities of the Selling Securityholders and their affiliates. In addition, to the extent applicable we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the Selling Securityholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The Selling Securityholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

A holder of New Silexion warrants may exercise its New Silexion warrants in accordance with the applicable governing warrant agreement on or before the expiration date set forth therein by surrendering, at the office of the warrant agent, Continental Stock Transfer & Trust Company, the certificate evidencing such Freightos Warrant, with the form of election to purchase set forth thereon, properly completed and duly executed, accompanied by full payment of the exercise price and any and all applicable taxes due in connection with the exercise of the Freightos Warrant, subject to any applicable provisions relating to cashless exercises in accordance with the applicable warrant agreement.

We have agreed to indemnify the Selling Securityholders against liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the New Silexion ordinary shares or New Silexion warrants offered by this prospectus.

We have agreed with the Selling Securityholders to keep the registration statement of which this prospectus constitutes a part effective until all of the New Silexion ordinary shares or New Silexion warrants covered by this prospectus have been disposed of pursuant to and in accordance with the registration statement or the securities have been withdrawn.

Our ordinary shares and warrants are currently listed on the Nasdaq Global Market under the symbols “SLXN” and “SLXNW”, respectively.