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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/15/2024 |
3. Issuer Name and Ticker or Trading Symbol
Biomotion Sciences [ SLXN ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) | |||||||
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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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |