SecProbe.io

October 23, 2024
Oz Adler
Chief Executive Officer
SciSparc Ltd.
20 Raul Wallenberg Street, Tower A
Tel Aviv 6971916 Israel
Re:SciSparc Ltd.
Registration Statement on Form F-4
Filed September 26, 2024
File No. 333-282351
Dear Oz Adler:
            We have reviewed your registration statement and have the following comment(s).
            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.
Registration Statement on Form F-4 Filed September 26, 2024
Cover Page
1.We note that SciSparc's ordinary shares are currently listed on Nasdaq. Please revise
to disclose its market price as of the latest practicable date. Refer to Item 501(b)(3) of
Regulation S-K and Instruction 2 thereto.
Questions and Answers About the Special Meeting and the Merger, page ii
Please add separate Question and Answers that address the following:
•The interests of officers and directors in the merger. Specifically, please address
the fact that Mr. Amitay Weiss, SciSparc’s chairman of the board of directors is
the chairman of the board of directors of AutoMax. Please update each company's
"Reasons for the Merger" to address whether the Board of each company
considered this conflict in recommending the transaction and update your risk
factor disclosure as well. 2.

October 23, 2024
Page 2
•The one-time bonus to SciSparc's directors and officers to include quantification
and the reasons for such bonus.
•The AutoMax Shareholder Support Agreement, covering approximately 55.56%
of the vote of AutoMax shareholders, and the related implications on the vote.
•That no fairness opinion was obtained in connection with the SciSparc board's
decision to approve the Merger or in connection with the Merger and add related
risk factor disclosure as well.
•The post-closing financing agreed to by each of the companies.
•The anticipated business of the combined company post-closing.
What will AutoMax shareholders receive in the Merger?, page iv
3.Please revise this Question and Answer to fully describe the consideration to be
received, including a description of the Exchange Ratio and examples of the
associated dollar value using SciSparc's current trading price as one of the examples.
Summary, page 1
4.Please revise to provide a structure chart showing the companies and their subsidiaries
and entities in which they hold controlling interests, both before and after the
Merger.  To the extent any related-parties own any minority interests in the various
operating subsidiaries, please disclose by footnote or otherwise so investors can
clearly understand the ownership of the combined company and its operating
subsidiaries.
Interests of the SciSparc and AutoMax Directors and Executive Officers in the Merger ...,
page 8
5.Please revise to disclose here and on page 102 that Mr. Amitay Weiss, SciSparc’s
chairman of the board of directors is the chairman of the board of directors of
AutoMax, as you do on page 197. Please also quantify and disclose the one-time
bonuses to be paid in connection with the Merger.
Risk Factors, page 11
6.Please limit your summary risk factors to two pages. Refer to Item 105 of Regulation
S-K.
7.We note your statement that "Dalhom AutoMax’s obligations under such direct
importer agreement are conditional on receiving the required regulatory approvals
from the Ministry of Transportation for the import of vehicles manufacturer by Al
Damani to Israel, which have not yet been granted as of the date of this proxy
statement/prospectus." Please add risk factor disclosure explaining the relevant risks.

October 23, 2024
Page 3
Some SciSparc and AutoMax officers and directors have interests in the Merger that are
different from yours ..., page 14
8.Please revise this risk factor to acknowledge the fact that Mr. Amitay Weiss,
SciSparc’s chairman of the board of directors is the chairman of the board of directors
of AutoMax and acknowledge the Automax Shareholder Support Agreement,
covering approximately 55.56% of the vote.
SciSparc cannot assure you that its ordinary shares will remain listed ..., page 58
9.Please revise this risk factor to include the current trading price of your common stock
and include the date by which you must regain compliance for the minimum bid price
to meet Nasdaq's requirements.
Risks Related to the Combined Company, page 82
10.Please add a risk factor that addresses the management and board expertise required to
operate and oversee the combined company, which will have business lines in the
pharmaceuticals and motor vehicle industries. Please disclose any reliance on specific
members on management or the board.
Comparative Per Share Data, page 85
11.Your historical weighted average loss per share (basic and diluted) for AutoMax is
inconsistent with the amount disclosed on page 204. Please revise to reconcile the
difference.
SciSparc's Historical Background of the Merger, page 93
12.Please revise to discuss in greater detail the negotiations and material terms included
within the non-binding letter of intents with AutoMax (drafts and final).  Additionally,
please discuss in greater detail the negotiations regarding these material terms and
how such terms evolved from August 30, 2023 until the signing of the Merger
Agreement on April 10, 2024.  Please include enough information so that investors
can clearly understand the negotiations of the material terms of this business
combination.
13.We note your statement that on February 23, 2023, SciSparc’s board of directors held
a meeting in which an external consultant presented market research conducted on the
motor vehicles market in Israel and presented on AutoMax. Please name the external
consultant and state whether there was any connection to AutoMax or Mr. Amitay
Weiss. Disclose whether the external consultant presented on any other motor vehicle
companies in Israel. Please revise to state how AutoMax and SciSparc were first
introduced to each other. Additionally, we note that "[o]n June 22, 2023, SciSparc’s
board of directors held a meeting in which it approved an investment in the aggregate
amount of NIS 4 million (approximately $1.1 million) in AutoMax." Please state
whether Mr. Amitay Weiss recused himself from such decision, or if not, why not.
Please also advise with respect to the Bridge Loan financing decision on January 19,
2024.
14.Please discuss how the companies determined the amount of Merger Consideration to
be issued, in light of the $44.8 million valuation of Automax.

October 23, 2024
Page 4
Valuation Report of E.D.B. Consulting Investments Ltd., page 100
15.Please revise your summary of the report from E.D.B. to include a more detailed
description of the procedures, the findings and recommendations, and the bases for
and methods of arriving at such findings and recommendations. Please also include
any instructions received from, or any limitations imposed by AutoMax or any
affiliate. Refer to Item 1015(b) of Regulation S-K. Disclose whether E.D.B. was
retained to provide any additional services, the related fees, and whether those fees are
conditioned upon the completion of the transaction. Additionally, please revise this
section or add a new section to include the Projections that you received from
AutoMax management and a more detailed summary and description of the Multiplier
Methodology and Discounted Cash Flow Methodology, along with your bases and
assumptions underlying each.
16.We note that E.D.B. determined that based on the multiplier methodology, the
enterprise valuation of AutoMax is $21.7 million and based on the DCF methodology,
the enterprise valuation is $44.8 million. Given these two values, please elaborate on
how E.D.B. determined that AutoMax's valuation is $44.8 million.
Material U.S. Federal Income Tax Considerations to U.S. Holders, page 107
17.Please provide a tax opinion covering the material federal tax consequences to
investors regarding the Merger and revise the disclosure in this section to
acknowledge and reflect that the tax consequences are the opinion of counsel. Refer to
Item 4(a)(6) of Form F-4 and Item 601(b)(8) of Regulation S-K. For guidance in
preparing the opinion and related disclosure, please refer to Section III of Staff Legal
Bulletin No. 19. Additionally, please revise to address and express a conclusion for
each material federal tax consequence, i.e whether the Merger qualifies as an A
Reorganization. A description of the law is not sufficient. If there is a lack of authority
directly addressing the tax consequences of the transaction, conflicting authority or
significant doubt about the tax consequences of the transaction, counsel may issue a
“should” or “more likely than not” opinion to make clear that the opinion is subject to
a degree of uncertainty. In such cases, counsel should explain clearly why it cannot
give a “will” opinion. Refer to Sections III.C.1, III.C.2 and III.C.4 of Staff Legal
Bulletin No. 19. Additionally, it appears that an Israeli tax opinion covering the
material foreign tax consequences disclosed in the "Certain Material Israeli Income
Tax Consequences of the Merger" section is required. Refer to Footnote 40 of Staff
Legal Bulletin No. 19. Please provide the Israeli tax opinion and revise the disclosure
in the referenced section as applicable.
AutoMax Business, page 168
We note that the AutoMax Transaction section on page 198 details a number of
material agreements and arrangements which are not discussed in this section.  Please
revise this section to discuss any material import or distribution agreement or
arrangement.  Additionally, we note that you have entered into a number of founder
agreements related to certain branch offices.  Please revise to discuss these
agreements.  In both cases, please include enough information so that investors can
 18.

October 23, 2024
Page 5
fully understand the current status of your business and operations especially if other
parties or entities have rights to the AutoMax's revenue stream.
19.Please revise to include a description of the marketing channels used by AutoMax,
including an explanation of any special sales methods, such as installment sales. Refer
to Form F-4 and Form 20-F, Part I, Item 4.B.5.
20.Please revise to disclose AutoMax's position as a direct importer of Chinese cars and
Temsa buses, as discussed at the top of page 102. Please disclose whether this is
related to any business strategies to enter the direct importer market, as compared to
AutoMax's current position as a parallel importer. Please include a summary of the
agreement with the Chinese company and the joint venture with Dalhom Motors Ltd.
and file the agreements as exhibits. Refer to Item 601(b)(10) of Regulation S-K.
21.Please revise to include a description of AutoMax's credit lines from each of the four
banking corporations, as described in the risk factor on page 69. Include a summary of
the material terms of each, including any provisions that may be relevant in a change
of control scenario and file such agreements as exhibits. Refer to Item 601(b)(10) of
Regulation S-K.
22.Please revise to include a description of the material terms of the credit lines that
AutoMax issues to its customers, as discussed in the risk factors on page 76.
Industry Overview, page 168
23.Clarify whether you commissioned the Automotive Industry Review from February
2024 by Dun & Bradstreet. If so, please state as much and file a consent as an exhibit.
Refer to Rule 436 of the Securities Act.
24.We note your statement that "[t]he number of parallel importers remains relatively
low in Israel, reducing AutoMax’s competition in this category. The high profit
margins characterized by vehicles sold by direct importers allow AutoMax to sell its
imported vehicles at competitive prices, thus gaining consumer preference." However,
we also note your statement that "there are several dozen parallel importers who are
collectively responsible for approximately 3% of the imports" as compared to the 20
direct importers and 5 leasing companies. Please clarify how you determined that the
number of parallel importers in Israel is relatively low.
25.We note your statement that "AutoMax is currently the leading and largest company
in the indirect sectors in terms of product licenses, volume of vehicle imports and
sales." Please provide a source for such statement or revise to clarify that this is
management's belief.
Governmental Regulations, page 172
26.Please revise to include a description of the material effects of government regulations
on the company’s business, identifying the regulatory body. Please refer to Form F-4
and Form 20-F, Item 4.B.8.

October 23, 2024
Page 6
SciSparc Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 173
27.Please expand your disclosure to provide a discussion of the changes in results of
operations, financial condition, and cash flows for the year ended December 31,
2022 compared to the year ended December 31, 2021. Refer to Item 14(g) of Form F-
4 and Item 5 of Form 20-F.
Unaudited Pro Forma Condensed Combined Financial Information, page 202
28.We note your disclosure on page 88 regarding the issuance of SciSparc ordinary
shares and the pre-funded warrants as merger consideration at the effective time of the
merger to the shareholders of AutoMax as well as a one-time bonus to the SciSparc
directors and officers. Please tell us how you have given effect to these transactions in
your pro forma financial statements in accordance with Article 11 of Regulation S-X.
Unaudited Pro Forma Condensed Combined Statement of Financial Position, page 203
29.You state on page 91 that AutoMax warrants, options and certain convertible rights
shall be cancelled immediately prior to the effective of the merger for no
consideration, as a result of the merger. Please tell us how you have reflected the
cancellation of the AutoMax warrants, options and convertible rights in your pro
forma financial statements.
30.Please tell us how you determined the amounts included in the "AutoMax Motors
Ltd." column on page 203 and reconcile them to the amounts in Automax Motors
Ltd. consolidated statement of financial position as of December 31, 2023, disclosed
on page F-60.
Unaudited Pro Forma Condensed Combined Statement of Comprehensive Loss, page 204
31.Please tell us your consideration of presenting the tax effects of your transaction
accounting adjustments in a separate pro forma adjustment. Refer to Rule 11-02(b)(5)
of Regulation S-X.
32.Please tell us and disclose your calculation of the pro forma basic and diluted loss per
ordinary share attributable to equity holders of SciSparc.
33.Please tell us how you determined the amounts included in the "AutoMax Motors
Ltd." column on page 204 and reconcile them to the amounts in Automax Motors
Ltd. consolidated statements of profit and loss for the year ended December 31, 2023,
disclosed on page F-62.
Notes to Unaudited Pro Forma Condensed Combined Consolidated Financial Statements
Note 3 - Estimated purchase price consideration, page 206
34.Please disclose the allocation of your estimated purchase price to assets acquired and
liabilities assumed in the merger.
35.Please tell us how you determined the number of "total Company's ordinary share
issued," and whether your calculation is consistent with the exchange ratio formula
disclosed on page 6.

October 23, 2024
Page 7
Note 4 - Pro Forma Adjustments, page 207
36.Each pro forma adjustment should be referenced to a footnote that clearly explains its
determination and material assumptions. Please provide a more robust description of
how each adjustment is calculated. Refer to Rul