SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Levin Ilan

(Last) (First) (Middle)
C/O BIOMOTION SCIENCES
2 HA'MA'AYAN ST.

(Street)
MODIIN L3 7177871

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/15/2024
3. Issuer Name and Ticker or Trading Symbol
Biomotion Sciences [ SLXN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares 1,690,182 I By Moringa Sponsor L.P.(1)
Ordinary Shares 200,000 I By Greenstar, L.P.(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant to purchase ordinary shares(1) 09/14/2024 08/15/2029 Ordinary Shares 176,429 $11.5 I By Moringa Sponsor L.P.(1)
1. Name and Address of Reporting Person*
Levin Ilan

(Last) (First) (Middle)
C/O BIOMOTION SCIENCES
2 HA'MA'AYAN ST.

(Street)
MODIIN L3 7177871

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Moringa Sponsor, LP

(Last) (First) (Middle)
C/O BIOMOTION SCIENCES
2 HA'MA'AYAN ST.,

(Street)
MODIIN L3 7177871

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The Reporting Person is the sole equity owner and serves as the sole director of Moringa Partners Ltd., a company that is the sole general partner of Moringa Sponsor L.P. (which holds the subject ordinary shares or warrants, as applicable). As a result of that relationship, the Reporting Person possesses sole voting and investment authority with respect to the subject ordinary shares or warrants. The limited partnership interests of Moringa Sponsor L.P. are held by various individuals and entities. The Reporting Person disclaims beneficial ownership of the subject ordinary shares or warrants (as applicable) except to the extent of his indirect pecuniary interest therein.
2. Moringa Partners Ltd. serves as the sole general partner of Greenstar, L.P. As a result of the Reporting Person being the sole equity owner and serving as the sole director of Moringa Partners Ltd. (as described in footnote (1) above), the Reporting Person possesses sole voting and investment authority with respect to the subject ordinary shares. The limited partnership interests of Greenstar, L.P. may be held from time to time by various individuals and entities. The Reporting Person disclaims beneficial ownership of the subject ordinary shares except to the extent of his indirect pecuniary interest therein.
Remarks:
Exhibit 24.1 Power of Attorney
/s/ Mirit Horenshtein-Hadar, as attorney for Ilan Levin 08/15/2024
Moringa Sponsor L.P. By" Moringa Partners Ltd., its sole general partner By: /s/ Ilan Levin, Director 08/15/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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