SecProbe.io

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 March 25, 2025

Oz Adler
Chief Executive Officer
SciSparc Ltd.
20 Raul Wallenberg Street, Tower A
Tel Aviv 6971916 Israel

 Re: SciSparc Ltd.
 Amendment No. 3 to Registration Statement on Form F-4
 Filed March 11, 2025
 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 March 4,
2025 letter.

Amendment No. 3 to Registration Statement on Form F-4 Filed March 11, 2025
Unaudited Pro Forma Condensed Combined Financial Information, page 220

1. You disclose on page 139 that your shareholders will be asked to approve
 a framework to allow the SciSparc board of directors, in its discretion,
to effect one or
 more reverse splits of SciSparc s issued and outstanding ordinary
shares, within 18
 months from the Special Meeting, at a range of up to a ratio of 1:100.
Please tell us
 your considerations for reflecting this reverse stock split in your pro
forma financial
 statements. If the reverse stock split is structured in such a manner
that significantly
 different results may occur, provide additional pro forma presentations
which give
 effect to the range of possible results. Refer to Rules 11-01(a)(8) and
11-02(a)(10) of
 Regulation S-X.
 March 25, 2025
Page 2
Unaudited Pro Forma Condensed Combined Statement of Comprehensive Loss, page
222

2. You state on page 220 that your unaudited pro forma condensed combined
statements
 of comprehensive loss for the year ended December 31, 2023 and for the
six month
 period ended June 30, 2024 give effect to the acquisition as if it had
been completed
 January 1, 2023. Please tell us your basis to present the transaction
accounting
 adjustment 4(c) to record the income statement impact of the difference
between the
 estimated acquisition consideration to be paid and the net equity of
AutoMax as of
 June 30, 2024 in the six month period ended June 30, 2024, when you have
already
 reflected this income statement impact in your unaudited pro forma
condensed
 combined statement of comprehensive loss for the year ended December 31,
2023.
General

3. We note that you have entered into an additional loan agreement and deed
of
 assignment. Please revise to add a Question and Answer regarding the
terms of each
 and the ongoing payment obligations by AutoMax, both before and after
 consummation of the Merger.

 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.
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