SecProbe.io

January 27, 2025
Oz Adler
Chief Executive Officer
SciSparc Ltd.
20 Raul Wallenberg Street, Tower A
Tel Aviv 6971916 Israel
Re:SciSparc Ltd.
Amendment No. 1 to Registration Statement on Form F-4
Filed December 31, 2024
File No. 333-282351
Dear Oz Adler:
            We have reviewed your amended 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. Unless we note
otherwise, any references to prior comments are to comments in our October 23, 2024 letter.
Amendment No. 1 to Registration Statement on Form F-4 Filed December 31, 2024
Questions and Answers About the Special Meeting and the Merger, page ii
1.We note your amended disclosure in response to prior comment 2 and we reissue in
part:
•Please revise your Question and Answer regarding the fairness opinion to clearly
reflect that you did not receive a fairness opinion in connection with the
transaction. Similarly, revise the corresponding risk factor to remove any
mitigating language.
•Please revise your Question and Answer regarding post-closing financing to
include the interest rate that will be due from the period starting December 1,
2024 through the effective date of the merger.

January 27, 2025
Page 2
Risks Related to SciSparc's Intended Corporate Restructuring Plan, page 47
2.We note your amended disclosure that on December 16, 2024, SciSparc announced
that it entered into an amendment to the Spin-off LOI. If material, please revise to
summarize such amendment.
Comparative Per Share Data, page 85
3.Please remove your pro forma combined book value per share as of December 31,
2023 measure to be consistent with Rule 11-02(c)(1) of Regulation S-X.
Comparative Per Share Market Price Information, page 85
4.Please provide us your calculations of the "equivalent value of merger consideration
per AutoMax ordinary share" amounts as of April 10, 2024 and December 30, 2024.
SciSparc's Historical Background of the Merger, page 93
5.We note your amended disclosure in response to prior comment 13. In an appropriate
place in your Risk Factors, please revise to acknowledge that Mr. Baranes had ties to
Mr. Weiss and AutoMax prior to providing services as a business analyst and being
appointed by SciSparc to serve as its VP Strategy and Business Development.
6.We note your amended disclosure in response to prior comment 14. Please revise the
Background section to discuss the $44.8 million valuation of AutoMax and disclose
how SciSparc's Board determined to use the valuation as the primary data point in the
due diligence process to assess the business of AutoMax and the transaction.
Valuation Report of E.D.B. Consulting Investments Ltd., page 102
7.We note your amended disclosure in response to prior comment 15. If AutoMax's
management provided a chart, table, or other quantitative projections (i.e. EBITDA,
Net Cashflows, Revenues, etc.), please revise to include such projections here. In this
regard, we note that the Discounted Cash Flow analysis appears to have relied upon
future projections provided by AutoMax. Additionally, please explain why
management chose a six year forecast for the projections. With respect to the
valuation model, please revise to include the table provided at Annex E-34.
Material U.S. Federal Income Tax Considerations to U.S. Holders, page 114
We note your response to prior comment 17 and we reissue it in part. With respect to
the material U.S. federal income tax considerations, please revise to 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. In this regard, we note your response attempts
to rely on the idea that you have simply described the law and provided alternative tax
treatments. This approach is not sufficient. If there is a lack of authority directly 8.

January 27, 2025
Page 3
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.
AutoMax Business
Material Agreements Relating to AutoMax's Business, page 175
9.We note your amended disclosure in response to prior comment 18, including the
various summaries that you have added to this section. Please revise to clearly
disclose the other parties or entities that have rights to AutoMax's revenue streams and
quantify such amounts. Consider presenting this information in an illustrative format
or chart, if helpful.
Automax's Competitive Advantages, page 180
10.We note your response to prior comment 25. Please revise your disclosure to name the
source that confirms that AutoMax is currently the leading and largest company in the
indirect sectors in terms of vehicle imports.
SciSparc Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 189
11.Please revise to provide quantified explanations for the changes in revenues, cost of
goods sold, and gross profit over the reporting periods. Refer to Item 5 of Form 20-F.
Current Outlook, page 194
12.You disclose that SciSparc's cash and cash equivalent amount was $2,624 thousand as
of June 30, 2024 herein and in the going concern section below. Please tell us your
basis to include short-term bank deposit amount in the cash and cash equivalent.
Import and Marketing of Buses in Israel, page 213
13.We note your amended disclosure here and in the section titled Import and Marketing
of Vehicles Manufactured by JAC in Israel. Please revise to disclose the material
terms of such agreements, including payment structure, target metrics, restrictions,
early termination provisions, etc.
Unaudited Pro Forma Condensed Combined Financial Information, page 214
14.Please revise your introductory paragraphs on page 214 and Note 1 disclosure on page
218 to include a description of the pro forma condensed combined statement of
comprehensive loss for the year ended December 31, 2023. Refer to Rule 11-02(a)(2)
of Regulation S-X.
You disclose under the “Agreements Related to the Merger” section on page 132 that
subject to SciSparc’s board of director’s approval, contingent upon the closing of the
Merger, Pure Capital will be entitled to a bonus of $1,568,000, which shall be
provided half in cash and half in SciSparc shares. Please tell us your considerations 15.

January 27, 2025
Page 4
for reflecting this bonus payment in your pro forma financial statements. Refer to
Rule 11-02(a)(6) of Regulation S-X.
Unaudited Pro Forma Condensed Combined Statement of Comprehensive Loss, page 216
16.We note your responses to prior comments 30 and 33. The amounts presented in the
“AutoMax Motors Ltd.” columns in the unaudited pro forma condensed combined
statement of financial position as of June 30, 2024 and the unaudited pro forma
condensed combined statements of comprehensive loss for the six month period ended
June 30, 2024 and the year ended December 31, 2023 do not appear to be simply
translated based on AutoMax’s historical financial statements using the translation
rates from NIS to USD determined according to accepted accounting practices. Please
reconcile the amounts presented in the “AutoMax Motors Ltd.” columns on pages
215, 216, and 217 to AutoMax’s historical financial statements presented on pages F-
185, F-187, and F-85. Please disclose the reclassifications made to AutoMax’s
historical financial statement classifications and describe the reasons for each
reclassification adjustment.
17.We note your revisions on page 219 in response to prior comment 31. Please tell us
your basis to conclude that there is no tax effects of your transaction accounting
adjustments.
18.We note your response to prior comment 32. Please present the number of shares used
to calculate historical and pro forma basic and diluted per share amounts based on
continuing operations attributable to the controlling interests on the face of the pro
forma statement of comprehensive loss for the year ended December 31, 2023. Refer
to Rule 11-02(a)(9)(i) of Regulation S-X.
Notes to Unaudited Pro Forma Condensed Combined Consolidated Financial Statements
Note 3 - Estimated purchase consideration, page 219
19.The Parent Company’s share price of $0.258 per share utilized to calculate the total
estimated consideration to be paid disclosed in the tabular disclosure on page 220 is
not consistent with the Parent Company’s 30 day average closing share price of
$0.466 between November 15, 2024 and December 30, 2024 disclosed on pages 214
and 219. Please revise or advise.
Consolidated Statements of Cash Flows, page F-63
20.Please tell us how you determined the cash disbursements for loans to related parties
made in the six months ended June 30, 2024 represent financing activities, as opposed
to investing activities. Refer to IAS 7.16.
Notes to Interim Consolidated Financial Statements, page F-66
21.Pleases provide the earnings per share information required by IAS 33.70 in both
SciSparc Ltd. and AutoMax Motors Ltd.’s interim financial statements for the six
months ended June 30, 2024.

January 27, 2025
Page 5
22.Please provide the operating segments information required in IAS 34.16A(g).
            Please contact Valeria Franks at 202-551-7705 or Suying Li at 202-551-3335 if you
have questions regarding comments on the financial statements and related matters. Please
contact Cara Wirth at 202-551-7127 or Donald Field at 202-551-3680 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Howard Berkenblit, Esq.