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SEC Comment Letter 0000000000-24-005668 to SciSparc Ltd. (SPRC)

SciSparc Ltd.
Date: May 16, 2024 · CIK: 0001611746 · Accession: 0000000000-24-005668

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File numbers found in text: 333-277394

Date
May 16, 2024
Author
Oz Adler
Form
UPLOAD
Company
SciSparc Ltd.

Letter

United States securities and exchange commission logo May 16, 2024 Oz Adler Chief Executive Officer SciSparc Ltd. 20 Raul Wallenberg Street, Tower A Tel Aviv 6971916, Israel Re:SciSparc Ltd. Post-Effective Amendment No. 1 to Registration Statement on Form F-1 Filed May 2, 2024 File No. 333-277394 Dear Oz Adler: We have conducted a limited review of your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Post-Effective Amendment No. 1 to Registration Statement on Form F-1 Prospectus Summary AutoMax Agreement and Plan of Merger, page 2 1.Please revise your disclosure to indicate whether it is anticipated that the combined company will continue to pursue the business of SciSparc, will pursue the business of AutoMax or will pursue the business of both companies. Use of Proceeds, page 21 2.Please revise this section to describe whether proceeds received under the SEPA are anticipated to be used for SciSparc's business or AutoMax's business. General 3.We note your disclosure that on April 10, 2024 you entered into an Agreement and Plan of

FirstName LastNameOz Adler Comapany NameSciSparc Ltd. May 16, 2024 Page 2 FirstName LastName Oz Adler SciSparc Ltd. May 16, 2024 Page 2 Merger with AutoMax. Please revise your prospectus to provide a fulsome discussion of the business operations of AutoMax. Refer to Item 4A of Form F-1. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Jimmy McNamara at 202-551-7349 or Alan Campbell at 202-551-4224 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Eric Victorson

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United States securities and exchange commission logo
May 16, 2024
Oz Adler
Chief Executive Officer
SciSparc Ltd.
20 Raul Wallenberg Street, Tower A
Tel Aviv 6971916, Israel
Re:SciSparc Ltd.
Post-Effective Amendment No. 1 to Registration Statement on Form F-1
Filed May 2, 2024
File No. 333-277394
Dear Oz Adler:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Post-Effective Amendment No. 1 to Registration Statement on Form F-1
Prospectus Summary
AutoMax Agreement and Plan of Merger, page 2
1.Please revise your disclosure to indicate whether it is anticipated that the combined
company will continue to pursue the business of SciSparc, will pursue the business of
AutoMax or will pursue the business of both companies.
Use of Proceeds, page 21
2.Please revise this section to describe whether proceeds received under the SEPA are
anticipated to be used for SciSparc's business or AutoMax's business.
General
3.We note your disclosure that on April 10, 2024 you entered into an Agreement and Plan of

 FirstName LastNameOz  Adler
 Comapany NameSciSparc Ltd.
 May 16, 2024 Page 2
 FirstName LastName
Oz  Adler
SciSparc Ltd.
May 16, 2024
Page 2
Merger with AutoMax. Please revise your prospectus to provide a fulsome discussion of
the business operations of AutoMax. Refer to Item 4A of Form F-1.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Jimmy McNamara at 202-551-7349 or Alan Campbell at 202-551-4224
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Eric Victorson