SecProbe.io

CORRESP
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December 31, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

    Attention:
    Valeria Franks

    Suying Li

    Cara Wirth

    Donald Field

    Re:
    SciSparc Ltd.

    Registration Statement on Form F-4

    Filed on September 26, 2024

    File No. 333-282351

Ladies and Gentlemen:

On behalf of SciSparc Ltd. (the “Company”
or “SciSparc”), we submit this letter setting forth the responses of the Company to the comments provided by
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
in its comment letter dated October 23, 2024 (the “Comment Letter”), with respect to the Registration Statement
on Form F-4 filed with the Commission by the Company on September 26, 2024 (the “Registration Statement”). Concurrently
with the filing of this letter, the Company is hereby filing Amendment No. 1 to the Registration Statement (the “Amended Filing”)
through EDGAR.

For reference purposes, the text of the Comment
Letter has been reproduced herein with responses below to each numbered comment. Unless otherwise indicated, page references in the descriptions
of the Staff’s comments refer to the Registration Statement and page references in the responses refer to the Amended Filing. Unless
otherwise indicated, capitalized terms herein have the meanings assigned to them in the Amended Filing.

Registration Statement on Form F-4

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.

Response: The Company respectfully acknowledges the
Staff’s comment and has revised the cover page of the Amended Filing to include the market price of SciSparc’s ordinary shares
as of December 30, 2024, the latest practicable date.

Questions and Answers About the Special Meeting and the Merger,
page ii

    2.
    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.

Response: The Company respectfully acknowledges
the Staff’s comment and has revised page vi, adding a separate question and answer, pages 5 and 100 updating the “Reasons
for the Merger” and page 14 of the “Risk Factors” adding a separate disclosure as well, in the Amended Filing with information
regarding the interests of officers and directors in the merger, specifically of Mr. Amitay Weiss.

    ●
    The one-time bonus to SciSparc’s directors and officers to include quantification and the reasons for such bonus.

Response: The Company respectfully acknowledges
the Staff’s comment and has revised page vi, adding a separate question and answer regarding the one-time bonus, to SciSparc’s
chief executive officer, chairman and president.

    ●
    The AutoMax Shareholder Support Agreement, covering approximately 55.56% of the vote of AutoMax shareholders, and the related implications on the vote.

Response: The Company respectfully acknowledges
the Staff’s comment and has revised page iv of the Amended Filing to include a question and answer on the implications of the AutoMax
Shareholder Support Agreement on the vote on the Merger.

    ●
    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.

Response: The Company respectfully acknowledges
the Staff’s comment and has revised page v of the Amended Filing to include a question and answer on the fact that no fairness opinion
was obtained and has revised page 15 of the Amended Filing to include a related risk factor as well.

    ●
    The post-closing financing agreed to by each of the companies.

Response: The Company respectfully acknowledges
the Staff’s comment and has revised page v of the Amended Filing to include a question and answer on the post-closing financing.
The Company respectfully notes that no post-closing financing will occur and refers to the Company’s Report on Form 6-K, furnished
on September 11, 2024.

    ●
    The anticipated business of the combined company post-closing.

Response: The Company respectfully acknowledges
the Staff’s comment and has revised page iii of the Amended Filing to include a question and answer on the anticipated business
of the combined company.

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.

Response: The Company respectfully acknowledges the
Staff’s comment and has revised page iv of the Amended Filing to describe the consideration to be received by AutoMax shareholders,
including a description of the Exchange Ratio and an example of the associated dollar value using SciSparc’s outstanding shares
and share price as of December 30, 2024, the latest practicable date.

    2

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.

Response: The Company respectfully acknowledges the
Staff’s comment and has revised page 4 of the Amended Filing to include the requested chart. The Company notes that no related parties
own any minority interest in the 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.

Response: The Company respectfully acknowledges
the Staff’s comment and has revised pages 8 and 109 of the Amended Filing to include similar disclosure regarding Amitay Weiss’
role as chairman of the boards of directors of SciSparc and AutoMax. The Company has revised pages 8 and 109 of the Amended Filing to
disclose the one-time cash bonus to SciSparc’s chief executive officer, chairman and president.

Risk Factors, page 11

    6.
    Please limit your summary risk factors to two pages. Refer to Item 105 of Regulation S-K.

Response: The Company respectfully acknowledges the
Staff’s comment and has revised pages 11 and 12 of the Amended Filing in order to limit the summary risk factors to two pages.

    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.

Response: The Company respectfully acknowledges the
Staff’s comment and has revised page 77 of the Amended Filing to include a risk factor regarding certain agreements being conditioned
upon receiving regulatory approvals.

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.

Response: The Company respectfully acknowledges the
Staff’s comment and has revised page 14 of the Amended Filing to acknowledge Mr. Amitay’s Weiss dual role as the chairman
of the board of directors of both companies, and to acknowledge the AutoMax Shareholder Support Agreement. The Company respectfully notes
that the AutoMax Shareholder Support Agreement covers AutoMax shares held by certain AutoMax shareholders, and not SciSparc shares.

SciSparc cannot assure you that its ordinary shares will remain
listed ..., page 58

    3

    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.

Response: The Company respectfully acknowledges the
Staff’s comment and has revised page 58 of the Amended Filing to include the current trading price of its ordinary shares and the
date by which the Company 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.

Response: The Company respectfully acknowledges the
Staff’s comment and has revised page 82 of the Amended Filing to include a risk factor relating to the board expertise required
to operate and oversee the combined company.

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.

Response: The Company respectfully acknowledges the
Staff’s comment and has revised page 85 of the Amended Filing to conform with page 216 of the Amended Filing.

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.

Response: The Company respectfully acknowledges the
Staff’s comment and has revised pages 93-96 of the Amended Filing to describe the negotiations and material terms included within
the non-binding letter of intent with AutoMax, and the development of material terms throughout the negotiations.

    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.

Response: The Company respectfully acknowledges the
Staff’s comment and has revised pages 94 and 209 to disclose the name of the external consultant, page 94 to disclose the connection
of the external consultant to AutoMax and Mr. Amitay Weiss, and page 94 to include a discussion of the presentation provided by the external
consultant. The Company also revised page 94 to include a description of how AutoMax and SciSparc were first introduced to each other.
Lastly, the Company has revised pages 94 and 95 to disclose that Mr. Amitay Weiss recused himself from decisions relating to the Merger
and the Bridge Loan financing.

    4

    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.

Response: The Company respectfully acknowledges the
Staff’s comment and has revised page 109 of the Amended Filing to provide a discussion of the determination of amount of Merger
Consideration.

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.

Response: The Company respectfully acknowledges the
Staff’s comment and has revised pages 102 and 105-109 of the Amended Filing to include a description of E.D.B.’s procedures,
the findings and recommendations, and the bases for and methods of arriving at such findings. The Company revised page 102 of the Amended
Filing and notes that no instructions or limitations were imposed by AutoMax or any affiliate. The Company revised page 102 of the Amended
Filing to disclose whether E.D.B. was retained to provide any additional services and if there were any related fees or fees conditioned
upon the completion of the transaction. The Company revised pages 103-109 of the Amended Filing to include a section regarding the Projections,
a description of the Multiplier Methodology and Discounted Cash Flow Methodology, along with E.D.B.’s bases and assumptions underlying
each methodology.

    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.

Response: The Company respectfully acknowledges the
Staff’s comment and has revised page 107 of the Amended Filing to elaborate on E.D.B.’s determination of AutoMax’s valuation.

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 prepa