Silexion Therapeutics Corp

All of the ordinary shares and warrants offered by the Selling Securityholders pursuant to this prospectus will be sold by the Selling Securityholders for their respective own accounts. We will not receive any of the proceeds from the resale of the ordinary shares or warrants by the Selling Securityholders. However, we may receive up to up to an aggregate of approximately $68,310,000 from the exercise of the outstanding warrants (each of which is generally exercisable for $11.50 per share), assuming the exercise in full of all such warrants for cash. There is no assurance that the holders of the warrants will elect to exercise any or all of the warrants. To the extent that the private warrants are exercised on a “cashless basis,” the amount of cash we would receive from the exercise of the warrants will decrease, potentially to zero. Given the relative lack of liquidity in our ordinary shares, there is no certainty that warrant holders will exercise their warrants and, accordingly, we may not receive any proceeds in relation to our outstanding warrants. We believe that the likelihood that warrant holders determine to exercise their warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the market price of our New Silexion ordinary shares. If the market price for our ordinary shares is less than the exercise price of the warrants (on a per share basis), we believe that warrant holders will be very unlikely to exercise any of their warrants, and accordingly, we will not receive any such proceeds. There is no assurance that the warrants will be “in the money” prior to their expiration or that the warrant holders will exercise their warrants. As of October 4, 2024, the closing price of our ordinary shares was $0.4612 per share.

We expect to use the net proceeds received from the exercise of the warrants, if any, for general corporate purposes, including working capital. Accordingly, we retain broad discretion over the use of the proceeds from the exercise of the warrants. The precise amount and timing of the application of such proceeds will depend upon our liquidity needs and the availability and cost of other capital over which we have little or no control. As of the date hereof, we cannot specify with certainty the particular uses for the proceeds, if any, from the exercise of the warrants See “Plan of Distribution” elsewhere in this prospectus for more information.

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