SecProbe.io

CORRESP
 1
 filename1.htm

 SciSparc Ltd.

 20 Raul Wallenberg Street, Tower A,

 Tel Aviv 6971916, Israel

 July 28, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 RE:
 SciSparc Ltd. (CIK 0001611746)

 Registration Statement No. 333-286099 on Form F-3 (the "Registration Statement")

 Ladies and Gentlemen:

 SciSparc Ltd. (the " Registrant ")
hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant to Rule 461 under the Securities
Act of 1933, as amended (the " Securities Act "), so that it may become effective on July 30, 2025, at 4:00 p.m., Eastern
Time, or as soon thereafter as is practicable.

 The Registrant respectfully requests
that it be notified of such effectiveness by an email to Dr. Shachar Hadar, Adv. of Meitar | Law Offices at shacharh@meitar.com .

 Very truly yours,

 SciSparc Ltd.

 By:
 /s/ Oz Adler

 Oz Adler
Chief Executive Officer and Chief Financial Officer

CORRESP
 1
 filename1.htm

 SciSparc Ltd.

 20 Raul Wallenberg Street, Tower A,

 Tel Aviv 6971916, Israel

 July 18, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 RE:
 SciSparc Ltd. (CIK 0001611746)

 Registration Statement No. 333-282351 on Form F-4 (the "Registration Statement")

 Ladies and Gentlemen:

 SciSparc Ltd. (the " Registrant ")
hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant to Rule 461 under the Securities
Act of 1933, as amended (the " Securities Act "), so that it may become effective on July 21, 2025 at 9:00 a.m., Eastern
Time, or as soon thereafter as is practicable.

 The Registrant respectfully requests that it be notified of such effectiveness by a telephone
call to Howard E. Berkenblit, Esq. of Sullivan & Worcester LLP at (617) 338 2979 and that such effectiveness also be confirmed
in writing.

 Very truly yours,

 SciSparc Ltd.

 By:
 /s/ Oz Adler

 Oz Adler, Chief Executive Officer and Chief Financial Officer

CORRESP
 1
 filename1.htm

 July 8, 2025

 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.

 Amendment No. 8 to Registration Statement on Form F-4

 Filed on June 25, 2025

 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 comment provided by the staff (the " Staff ") of the Securities and Exchange Commission (the " Commission ")
in its comment letter dated July 7, 2025 (the " Comment Letter "), with respect to Amendment No. 8 to Registration
Statement on Form F-4 filed with the Commission by the Company on June 25, 2025 (the " Registration Statement ").
Concurrently with the filing of this letter, the Company is hereby filing Amendment No. 9 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 the numbered comment. Unless otherwise indicated, page references
in the description of the Staff's comment refer to the Registration Statement and page references in the response refer to the Amended
Filing. Unless otherwise indicated, capitalized terms herein have the meanings assigned to them in the Amended Filing.

 Amendment No. 8 to Registration Statement on
Form F-4 filed June 25, 2025

 Consolidated Financial Statements, page F-1

 1.
 Your disclosure in the filing indicates that you expect to effect a one-for-twenty one reverse share split prior to the completion of the merger. Please provide clarification as to when your anticipated reverse share split will be effected in relation to the effectiveness of this registration statement. Please also tell us how you anticipate reflecting the reverse share split retrospectively in your historical financial statements. Refer to the guidance in paragraphs 26 through 29 and 64 of IAS 33 and SAB Topic 4.C.

 Response: The Company respectfully acknowledges the Staff's comment,
and notes that it has effected a one-for-twenty-one reverse share split, effective as of market open on July 3, 2025 (the " Reverse
Split "). The Company has revised the section titled "About This Document", page vii, and throughout the Amended
Filing to provide an update on the effectiveness of the Reverse Split. The Company has revised its unaudited pro forma condensed combined
financial statements to reflect the effectiveness of the Reverse Split. The Company has also revised its historical financial statements
to reflect share numbers, prices and exercise prices to reflect the Reverse Split. In addition, the Company has revised the basic and
diluted loss per share, and the weighted average outstanding shares (basic and diluted) in the consolidated statement of comprehensive
loss, to reflect the Reverse Split. The Company revised page F-11 to add note 1(d), which clarifies that share and per share information
in the financial statements of the Company has been retroactively adjusted to reflect the Reverse Split for all periods presented.

 * * *

 We hope the foregoing answers
are responsive to your comments. Please do not hesitate to contact me by telephone at +972-50-552-1058 with any questions or comments
regarding this correspondence.

 Very truly yours,

 /s/ Oz Adler

 Oz Adler

 Chief Executive Officer

 SCISPARC LTD.

 cc:

 Shachar Hadar, Meitar | Law Offices

 Matthew Rudolph, Meitar | Law Offices

 Oded Har-Even, Sullivan & Worcester LLP

 Howard Berkenblit, Sullivan & Worcester LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 7, 2025

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

 Re: SciSparc Ltd.
 Amendment No. 8 to Registration Statement on Form F-4
 Filed June 25, 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 May 23, 2025
letter.

Amendment No. 8 to Registration Statement on Form F-4 filed June 25, 2025
Consolidated Financial Statements, page F-1

1. Your disclosure in the filing indicates that you expect to effect a
one-for-twenty one
 reverse share split prior to the completion of the merger. Please
provide clarification
 as to when your anticipated reverse share split will be effected in
relation to the
 effectiveness of this registration statement. Please also tell us how
you anticipate
 reflecting the reverse share split retrospectively in your historical
financial statements.
 Refer to the guidance in paragraphs 26 through 29 and 64 of IAS 33 and
SAB Topic
 4.C.
 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
 July 7, 2025
Page 2

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.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 June 18, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.

 Washington, D.C. 20549-6010

 Attention:
 Cara Wirth

 Donald Field

 Re:

 SciSparc Ltd.
 Amendment No. 1 to Registration Statement on Form F-3

 Filed June 10, 2025

 File No. 333-286099

 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 June 12, 2025 (the " Comment Letter "), with
respect to Amendment No. 1 to Registration Statement on Form F-3 filed with the Commission by the Company on June 10, 2025 (the " Registration
Statement "). Concurrently with the filing of this letter, the Company is hereby filing Amendment No. 2 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.

 Amendment No. 1 to Registration Statement
on Form F-3 Filed June 10, 2025

 General

 1.

 We note that you have filed an exhibits-only amendment. Please revise
 your registration statement to reflect information as of a date reasonably close to the date of filing the registration statement, including:

 ●
 the description of the status of the merger with AutoMax Motors Ltd.;

 ●
 the effects of this offering after completion of the merger with AutoMax Motors Ltd.;

 ●
 the current shares issued and outstanding;

 ●
 the Capitalization section; and

 ●
 the Incorporation of Certain Information by Reference section.

 Response: The Company respectfully
acknowledges the Staff's comment, and has refiled the Amended Filing to address the Staff's comment. The Company has revised
page 1 of the Amended Filing to include a description of the status of the merger with AutoMax Motors Ltd., and the effects of the offering
after completion of the merger. The Company has also revised page 2 of the Amended Filing to include the current shares issued and outstanding,
page 8 of the Amended Filing to include an updated Capitalization section, and page 16 of the Amended Filing to update the Incorporation
of Certain Information by Reference section.

 * * *

 We hope the foregoing answers are responsive to
your comments. Please do not hesitate to contact me by telephone at +972-50-552-1058 with any questions or comments regarding this correspondence.

 Very truly yours,

 /s/ Oz Adler

 Oz Adler

 Chief Executive Officer

 SCISPARC LTD.

 cc:

 Shachar Hadar, Meitar | Law Offices

 Oded Har-Even, Sullivan & Worcester LLP

 Howard Berkenblit, Sullivan & Worcester LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 12, 2025

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

 Re: SciSparc Ltd.
 Amendment No. 1 Registration Statement on Form F-3
 Filed June 10, 2025
 File No. 333-286099
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 April 2,
2025 letter.

Amendment No. 1 to Registration Statement on Form F-3 Filed June 10, 2025
General

1. We note that you have filed an exhibits-only amendment. Please revise
your
 registration statement to reflect information as of a date reasonably
close to the date of
 filing the registration statement, including:
 the description of the status of the merger with AutoMax Motors
Ltd.;
 the effects of this offering after completion of the merger with
AutoMax Motors
 Ltd.;
 the current shares issued and outstanding;
 the Capitalization section; and
 the Incorporation of Certain Information by Reference section.
 June 12, 2025
Page 2

 Please contact Cara Wirth at 202-551-7127 or Donald Field at
202-551-3680 with
any questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
cc: Howard Berkenblit, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 SciSparc Ltd.

 20 Raul Wallenberg Street, Tower A,

 Tel Aviv 6971916, Israel

 June 11, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 RE:
 SciSparc Ltd. (CIK 0001611746) (the " Company ")

 Registration Statement No. 333-286099 on Form F-3 (the "Registration Statement")

 Ladies and Gentlemen:

 Reference is made to our letter,
filed as correspondence with the U.S. Securities and Exchange Commission via EDGAR on June 10, 2025, in which we requested the acceleration
of the effective date of the above-referenced Registration Statement on June 12, 2025 at 5 :30 p.m., Eastern Time. We are no longer requesting
that the Registration Statement be declared effective at that date and time, and we hereby formally withdraw our prior
request for acceleration of the effective date of the above-mentioned Registration Statement, as amended.

 The Company reserves the right to resubmit another request for acceleration
of the Registration Statement at a future date.

 Very truly yours,

 SciSparc Ltd.

 By:
 /s/ Oz Adler

 Oz Adler
Chief Executive Officer and Chief Financial Officer

CORRESP
 1
 filename1.htm

SciSparc Ltd.

 20 Raul Wallenberg Street, Tower A,

 Tel Aviv 6971916, Israel

 June 10, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 RE:
 SciSparc Ltd. (CIK 0001611746)

 Registration Statement No. 333-286099 on Form F-3 (the "Registration Statement")

 Ladies and Gentlemen:

 SciSparc Ltd. (the " Registrant ")
hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant to Rule 461 under the Securities
Act of 1933, as amended (the " Securities Act "), so that it may become effective on June 12, 2025, at 5:30 p.m., Eastern
Time, or as soon thereafter as is practicable.

 The Registrant understands that
the Commission will consider this request for acceleration of the effective date of the Registration Statement as a confirmation of the
fact that the Registrant is aware of its responsibilities under the Securities Act as they relate to the proposed public offering of the
securities specified in the Registration Statement.

 The Registrant respectfully requests
that it be notified of such effectiveness by an email to Dr. Shachar Hadar, Adv. of Meitar | Law Offices at shacharh@meitar.com .

 Very truly yours,

 SciSparc Ltd.

 By:
 /s/ Oz Adler

 Oz Adler
Chief Executive Officer and Chief Financial Officer

CORRESP
 1
 filename1.htm

 May 27, 2025

 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.

 Amendment No. 5 to Registration Statement on Form F-4

 Filed on May 14, 2025

 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 May 23, 2025 (the " Comment Letter "), with
respect to Amendment No. 5 to Registration Statement on Form F-4 filed with the Commission by the Company on May 14, 2025 (the " Registration
Statement "). Concurrently with the filing of this letter, the Company is hereby filing Amendment No. 6 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.

 Amendment No. 5 to Registration Statement
on Form F-4 Filed May 14, 2025

 Risk Factors, page 11

 1.
 We note your statement on page 216, that "[a]s of the date of this proxy statement/prospectus, the Joint Company has not been established and all of the approvals necessary for the effectiveness of the Automotive Equipment Founders' Agreement have not been received." Please revise to include risk factor disclosure that addresses the material risks to your business and operations if the Joint Company is not established and/or the approvals for the Automotive Equipment Founders' Agreement are delayed or not received.

 Response: The Company respectfully
acknowledges the Staff's comment, and has revised page 74 of the Amended Filing to include the requested risk factor.

 Unaudited Pro Forma Condensed
Combined Statement of Financial Position, page 218

 2.
 We note your response to prior comment 1. Please revise your disclosure in footnote 4(a) to reflect your calculations of the related pro forma adjustments.

 Response : The Company respectfully
acknowledges the Staff's comment, and has revised page 221 of the Amended Filing to include the calculations of the related pro
forma adjustments.

 General

 3.
 We note your disclosure that "[a]s of the date of this proxy statement/prospectus, there is no certainty regarding the execution of the issuance, its timing, scope, and terms of the Series C Bonds ... ." However, we also note your disclosure that "[o]n May 8, 2025, SciSparc entered into the Third Amendment, pursuant to which, in addition to the already existing subordination of the Loan Amount to AutoMax's Series B Bonds, the Loan Amount will also be subordinated to AutoMax's contemplated Series C Bonds, intended to be issued and traded on the TASE." Please revise throughout to clarify the certainty around the Series C Bonds, including whether they are likely to be issued and traded.

 Response : The Company respectfully
acknowledges the Staff's comment, and notes that the Series C Bonds were issued and began trading on the Tel Aviv Stock Exchange
on May 19, 2025. The Company has revised page v of the Amended Filing, and throughout the Amended Filing, to reflect this development.

 * * *

 2

 We hope the foregoing answers are responsive to
your comments. Please do not hesitate to contact me by telephone at +972-50-552-1058 with any questions or comments regarding this correspondence.

 Very truly yours,

 /s/ Oz Adler

 Oz Adler

 Chief Executive Officer

 SCISPARC LTD.

 cc:

 Shachar Hadar, Meitar | Law Offices

 Matthew Rudolph, Meitar | Law Offices

 Oded Har-Even, Sullivan & Worcester LLP

 Howard Berkenblit, Sullivan & Worcester LLP

 3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 23, 2025

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

 Re: SciSparc Ltd.
 Amendment No. 5 to Registration Statement on Form F-4
 Filed May 14, 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 May 9, 2025
letter.

Amendment No. 5 to Registration Statement on Form F-4 Filed May 14, 2025
Risk Factors, page 11

1. We note your statement on page 216, that "[a]s of the date of this proxy
 statement/prospectus, the Joint Company has not been established and all
of the
 approvals necessary for the effectiveness of the Automotive Equipment
Founders
 Agreement have not been received." Please revise to include risk factor
disclosure that
 addresses the material risks to your business and operations if the
Joint Company is
 not established and/or the approvals for the Automotive Equipment
Founders'
 Agreement are delayed or not received.
 May 23, 2025
Page 2
Unaudited Pro Forma Condensed Combined Statement of Financial Position, page
218

2. We note your response to prior comment 1. Please revise your disclosure
in footnote
 4(a) to reflect your calculations of the related pro forma adjustments.
General

3. We note your disclosure that "[a]s of the date of this proxy
statement/prospectus, there
 is no certainty regarding the execution of the issuance, its timing,
scope, and terms of
 the Series C Bonds ... ." However, we also note your disclosure that
"[o]n May 8,
 2025, SciSparc entered into the Third Amendment, pursuant to which, in
addition to
 the already existing subordination of the Loan Amount to AutoMax s
Series B Bonds,
 the Loan Amount will also be subordinated to AutoMax s contemplated
Series C
 Bonds, intended to be issued and traded on the TASE." Please revise
throughout to
 clarify the certainty around the Series C Bonds, including whether they
are likely to
 be issued and traded.

 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.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 May 14, 2025

 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.

 Amendment No. 4 to Registration Statement on Form F-4

 Filed on April 29, 2025

 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 May 9, 2025 (the " Comment Letter "), with
respect to Amendment No. 4 to Registration Statement on Form F-4 filed with the Commission by the Company on April 29, 2025 (the " Registration
Statement "). Concurrently with the filing of this letter, the Company is hereby filing Amendment No. 5 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.

 Amendment No. 4 to Registration Statement
on Form F-4 Filed April 29, 2025

 Unaudited Pro Forma Condensed Combined Financial Information

 Unaudited Pro Forma Condensed Combined Statement
of Financial Position, page 217

 1.
 Refer to pro forma adjustment 4(a). Please provide us with your calculation of the $2,624 thousand addition to share capital and premium.

 Response: The Company respectfully
acknowledges the Staff's comment and notes that $2,624 thousand addition to share capital and premium is the remaining amount that
is received, after all other adjustments in the pro forma condensed combined statement of financial position are calculated, which include
the following: (i) an offset of $390 thousand from the remaining cash balance; (ii) an offset of $4,224 thousand from a bridge loan to
related party; (iii) an offset of $252 thousand from investments in financial assets; (iv) an offset of $4,276 thousand in related parties
liabilities; (v) an offset of $5,521 thousand in reserve from share-based payment transactions; (vi) an offset of $506 thousand from warrants
(in equity); and (vii) the addition of $2,813 thousand in accumulated deficit. The Company also notes that the addition to share capital
and premium was updated to $2,542 thousand as of May 12, 2025.

 Consolidated Statements of
Cash Flows, page F-8

 2.
 You present $9,005,000 proceeds from issue of share capital (net of issuance expenses) in 2022. Please tell us how you have reflected this transaction in your consolidated statement of changes in equity for 2022.

 Response : The Company respectfully
acknowledges the Staff's comment, and notes that in May 2022 the Company raised capital (the " Offering ") by
issuing ordinary shares (or prefunded warrants in lieu of ordinary shares) together with warrants (the " 2022 Warrants ").
The 2022 Warrants were accounted for as a liability according to IFRS 9 – Financial Instruments. At the time of issuance of the
2022 Warrants, the fair market value of the 2022 Warrants, was calculated based on the Black-Scholes formula, and was higher than the
value of the proceeds from the Offering which was $9,005 thousand (net of issuance expenses). Accordingly, all of the proceeds of the
Offering were accounted for as a warrant liability as of the date of issuance, and as such the proceeds do not appear in the statement
of changes in equity, but rather as a warrant liability in the balance sheet. As of December 31, 2022, the fair market value of the 2022
Warrants was significantly decreased, due to the decline in the Company's share price, which caused the reduction in the fair value
of the 2022 Warrants in accordance with a Black-Scholes valuation performed as of December 31, 2022. As such, the Company accounted for
the decrease in fair value of the warrant liability as financial income in the income statement. The Company further notes that at the
time of issuance the warrant liability was $9,005 thousand; however, due to the decreased fair value of the 2022 Warrants, the warrant
liability on the balance sheet as of December 31, 2022 decreased to $2,396 out of the total $2,737 thousand that is presented as warrant
liability in the Company's balance sheet. The $7,832 thousand of finance income is comprised of $6,609 thousand change in the fair value
of the 2022 Warrants.

 Auditor's Report to the shareholders of
AutoMax Motors, page F-56

 3.
 The audit report states that AutoMax Motors Ltd.'s financial statements were audited in accordance with the standards in Israel, including standards set forth in the accountants (Procedure of an Accountant) Regulations, 1973. Please revise your filing to provide an audit report that states the financial statements were audited in accordance with U.S. Generally Accepted Audited Standards (U.S. GAAS) or the Standards of the Public Company Accounting Oversight Board (United States) (PCAOB).

 Response : The Company respectfully acknowledges the Staff's comment and
has refiled the audit report to the shareholders of AutoMax, which states, as in the previous filings, that the audits were conducted
in accordance with the standards of the AICPA. The omission of this statement in the Registration Statement was due to a clerical error
upon the translation of the audit report from Hebrew to English. The Company respectfully notes that Section 4110.5 of the Division of
Corporation Finance's Financial Reporting Manual provides that financial statements of a non-issuer entity, such as AutoMax, do
not require an auditor's report to refer to Public Company Accounting Oversight Board standards.

 * * *

 2

 We hope the foregoing answers are responsive to
your comments. Please do not hesitate to contact me by telephone at +972-50-552-1058 with any questions or comments regarding this correspondence.

 Very truly
 yours,

 /s/ Oz Adler

 Oz Adler

 Chief Executive Officer

 SCISPARC LTD.

 cc:

 Shachar Hadar, Meitar | Law Offices

 Matthew Rudolph, Meitar | Law Offices

 Oded Har-Even, Sullivan & Worcester LLP

 Howard Berkenblit, Sullivan & Worcester LLP

 3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 9, 2025

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

 Re: SciSparc Ltd.
 Amendment No. 4 to Registration Statement on Form F-4
 Filed April 29, 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 25,
2025 letter.

Amendment No. 4 to Registration Statement on Form F-4 Filed April 29, 2025
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Statement of Financial Position, page
217

1. Refer to pro forma adjustment 4(a). Please provide us with your
calculation of the
 $2,624 thousand addition to share capital and premium.
Consolidated Statements of Cash Flows, page F-8

2. You present $9,005,000 proceeds from issue of share capital (net of
issuance
 expenses) in 2022. Please tell us how you have reflected this
transaction in your
 consolidated statement of changes in equity for 2022.
 May 9, 2025
Page 2
Auditor's Report to the shareholders of AutoMax Motors, page F-56

3. The audit report states that AutoMax Motors Ltd. s financial
statements were audited
 in accordance with the standards in Israel, including standards set
forth in the
 accountants (Procedure of an Accountant) Regulations, 1973. Please
revise your filing
 to provide an audit report that states the financial statements were
audited in
 accordance with U.S. Generally Accepted Audited Standards (U.S. GAAS) or
the
 Standards of the Public Company Accounting Oversight Board (United
States)
 (PCAOB).

 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.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 April 28, 2025

 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.

 Amendment No. 3 to Registration Statement on Form F-4

 Filed on March 11, 2025

 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 March 25, 2025 (the " Comment Letter "), with
respect to Amendment No. 3 to Registration Statement on Form F-4 filed with the Commission by the Company on March 11, 2025 (the " Registration
Statement "). Concurrently with the filing of this letter, the Company is hereby filing Amendment No. 4 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.

 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.

 Response: The Company respectfully
acknowledges the Staff's comment and notes that the Company's board of directors approved a general framework for a reverse
share split, which is subject to the approval of the Company's shareholders at the Special Meeting. Following the approval by the
Company's shareholders, before any reverse share split is effected, the board of directors will be required to approve the exact
ratio of the reverse share split and the effectiveness date. The board of directors may also elect not to effect any reverse share splits.
Therefore, the reverse share split is not reflected in the pro forma financial statements. The Company further notes that the structure
of the reverse share split will not cause significantly different results to occur. The pro forma financial statements and total merger
consideration will not be affected from the occurrence of a reverse share split, other than with respect to the number of shares outstanding.

 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.

 Response : The Company respectfully
acknowledges the Staff's comment, and notes that note 4(c) included a clerical error which stated that the transaction accounting
adjustment recorded 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, instead of the year ended December 31, 2023. The Company
has revised page 221 and refiled the pro forma condensed combined financial statements and notes thereto to reflect December 31, 2024,
and removed the clerical error noted by the Staff.

 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.

 Response : The Company respectfully
acknowledges the Staff's comment and has revised page iv of the Amended Filing to include a question and answer titled "What
are AutoMax's payment obligations under the loan agreements?" which includes a description of the terms of each loan agreement,
and the ongoing payment obligations by AutoMax, both before and after the consummation of the Merger.

 * * *

 2

 We hope the foregoing answers are responsive to
your comments. Please do not hesitate to contact me by telephone at +972-50-552-1058 with any questions or comments regarding this correspondence.

 Very truly yours,

 /s/ Oz Adler

 Oz Adler
Chief Executive Officer

 SCISPARC LTD.

 cc:

 Shachar Hadar, Meitar | Law Offices

 Matthew Rudolph, Meitar | Law Offices

 Oded Har-Even, Sullivan & Worcester LLP

 Howard Berkenblit, Sullivan & Worcester LLP

 3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 2, 2025

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-3
 Filed March 25, 2025
 File No. 333-286099
Dear Oz Adler:

 We have conducted a limited review of 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-3 Filed March 25, 2025
General

1. We note that the company has outstanding comments related to its
registration
 statement on Form F-4 (File No. 333-282351). Please note that all
comments on the
 referenced Form F-4 and any subsequent amendments thereto will need to
be fully
 resolved and, to the extent applicable, this Registration Statement on
Form F-3 will
 need to be revised accordingly before we act on a request for
acceleration of the
 effectiveness of this Registration Statement on Form F-3.
 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.
 April 2, 2025
Page 2

 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 Cara Wirth at 202-551-7127 or Donald Field at
202-551-3680 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Howard Berkenblit, Esq.
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 March 10, 2025

 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.

 Amendment No. 2 to Registration Statement on Form F-4

 Filed on February 13, 2025

 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 March 4, 2025 (the " Comment Letter "), with
respect to Amendment No. 2 to Registration Statement on Form F-4 filed with the Commission by the Company on February 13, 2024 (the " Registration
Statement "). Concurrently with the filing of this letter, the Company is hereby filing Amendment No. 3 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.

 Amendment No. 2 to Registration Statement
on Form F-4 Filed February 13, 2025

 Questions and Answers about the Special
Meeting and the Merger

 What are the material U.S. federal income
tax consequences of the Merger to me?, page vii

 1. We
note your answer to this question directs individuals to consult their independent tax advisor. Please revise to also include a brief
summary of your position with respect to the tax consequences of the Merger.

 Response: The
Company respectfully acknowledges the Staff's comment and has revised pages vi and vii to include a brief summary of the
Company's U.S. federal tax counsel's opinion.

 Risk Factors

 The eCommerce
operations of SciSparc Nutraceuticals rely on Amazon Marketplace..., page 49

 2.
 We note your amended disclosure that SciSparc has experienced an instance of noncompliance with applicable terms of use and policies on Amazon Marketplace. To the extent such instance of non-compliance was material, please revise to provide additional details.

 Response : The Company respectfully
acknowledges the Staff's comment, and notes that while the consequences of the non-compliance were material to its subsidiary, they
were immaterial to the Company as a whole. The Company has revised page 48 of the Amended Filing to include additional details on the
instance of non-compliance.

 Comparative Per Share Market Price Information,
page 84

 3.
 We note your calculations provided in response to prior comment 4. It appears the number of SciSparc shares given per one AutoMax share (Exchange Ratio) was 1.024 as of December 30, 2024 and February 7, 2025; therefore, AutoMax shareholders would receive approximately 108,179,194 SciSparc ordinary shares merger consideration calculated based on the Exchange Ratio and 105,643,744 AutoMax outstanding shares as of December 30, 2024 and February 7, 2025. This number of SciSparc shares expected to be issued appears to be inconsistent with the 9,818,195 shares utilized to calculate the total estimated consideration to be paid on page 223. Please reconcile the difference.

 Response : The Company
respectfully acknowledges the Staff's comment and has revised page iv of the Amended Filing to include an Exchange Ratio equal
to 0.1043, assuming the consummation of the Merger on March 7, 2025, resulting in AutoMax shareholders (other than SciSparc who
currently holds 5,000,000 shares in AutoMax) receiving in the aggregate approximately 10,293,572 SciSparc ordinary shares as merger
consideration. The Company also notes that due to a mathematical error, the Exchange Ratio on page iv of the Registration Statement
was written as 1.097, assuming the consummation of the Merger as of February 7, 2025, instead of 0.1043. The Company has also
revised page 226 of the Amended Filing to present the Exchange Ratio as 0.10431598, calculated as of March 7, 2025, resulting in the
issuance of 10,295,149 SciSparc ordinary shares as merger consideration. The Company notes that due to a clerical error, an Exchange
Ratio of 0.4749 and a merger consideration of 9,818,195 AutoMax ordinary shares was included on page 226 of the Amended Filing,
instead of 0.10431598.

 The Company further notes that the
Exchange Ratio presented on page 226 is not rounded to the fourth decimal point, and therefore there is a slight difference between
the amount of shares presented on page 226 and the number of shares resulting from the calculation using the Exchange Ratio
presented on page iv. For purposes of the calculation of the total estimated consideration in Note 3 to the Pro Forma Condensed
Combined Consolidated Financial Statements, the Company did not round the Exchange Ratio to the fourth decimal point, since such
rounding would result in AutoMax shareholders (not including SciSparc) holding less than 47.49%, against the negotiated terms per
the Merger Agreement.

 The Company further notes that the final
Exchange Ratio and total amount of SciSparc ordinary shares to be issued as merger consideration will be determined immediately prior
to the Closing, and if required, the Company will negotiate with AutoMax how to reconcile any differences resulting
from rounding the Exchange Ratio to the fourth decimal point.

 The Company would also like to note to
the Staff that the number 118,310,565 on page iv and page 240 of the Amended Filing representing the number of AutoMax outstanding shares
as of February 7, 2025 incorrectly included 1,951,775 dormant shares and 12,666,821 shares underlying options or warrants exercisable
within 60 days. The number 105,643,744 on page 95 and page 110 of the Registration Statement representing the number of AutoMax outstanding
shares as of February 7, 2025 incorrectly included 1,951,775 dormant shares. The Company has updated the references to the numbers representing
AutoMax outstanding shares as of March 7, 2025, to 103,691,969, on pages iv, 95, 110, and 240 of the Amended Filing and has added a clarification
where necessary that such number excludes dormant shares.

 Lastly, the Company has updated the "Comparative
Per Share Market Price Information" on page 84, to reconcile with the Exchange Ratio of 0.10431598, representing an equivalent value
of merger consideration per AutoMax ordinary of $0.044 on April 10, 2024 and $0.033 on March 7, 2025.

 The Company provides the following
corrected formula and calculations for such data and has adjusted the description included in the fourth paragraph on page 84 of the
Amended Filing to reflect this.

 Legend :

 SciSparc outstanding shares (including pre-funded warrants)

 = X

 AutoMax outstanding shares (excluding dormant share and excluding AutoMax shares held by SciSparc

 = Y

 SciSparc price per share

 = Z

 Exchange Ratio (Number of SciSparc shares given as consideration per one AutoMax share)

 = N

 Exchange Ratio Formula:

 (X / 0.5001) * 0.4749) / Y
 = N

 Value of Merger consideration per AutoMax share
 = N * Z

 2

 Calculations:

 As of April 10, 2024:
 X = 2,716,872
 Y = 103,691,969
 Z = 1.680

 (2,716,872 / 0.5001) * 0.4749 / 103,691,969 = 0.0261

 Exchange Ratio Formula

 0.0261*$1.680 = $0.044

 Value of Merger consideration per AutoMax share

 As of March 7, 2025:
 X = 10,841,449
 Y = 103,691,969
 Z = $0.320

 (10,841,449 / 0.5001) * 0.4749 / 103,691,969 = 0.10431598

 Exchange Ratio Formula

 0.10431598 * $0.320 = $0.033

 Value of Merger consideration per AutoMax share

 AutoMax Motors Ltd. Summary of consolidated
interim profit and loss reports, page F-189

 4.
 We note your response to prior comment 21. Please disclose the amounts used as the numerators and the weighted average numbers of shares used as the denominators in calculating basic and diluted earnings or loss per share for all periods presented. Refer to IAS 33.70.

 Response : The Company respectfully
acknowledges the Staff's comment and has revised page F-189 to provide the weighted average numbers of shares used as the denominators
in calculating the basic loss per share for all periods presented . The Company notes that the amounts used as numerators are presented
in the heading titled "Allocation of profit (loss) for the period", under the line titled "To AutoMax shareholders".
The Company further notes that since AutoMax is presented in a loss position, the diluted loss per share is the same as the basic loss
per share and therefore only the basic loss per share is presented.

 General

 5.
 We note that you added Proposal No. 5 to approve a reverse share split of SciSparc's issued and outstanding ordinary shares in the range of a ratio of up to 1:100, to be effectuated at the discretion of, at such number of increments, and on such dates, as may be determined by the SciSparc board of directors within 18 months from the Special Meeting. Please revise to add a Question & Answer, as well as Risk Factor disclosure, that addresses and discusses the potential for a reverse stock split, the reasons underlying such split (i.e. meeting certain Nasdaq qualifications) and any associated risks to investors, especially with respect to the broad discretion that the board of directors has with respect to effectuating such reverse split.

 Response : The Company respectfully
acknowledges the Staff's comment and has revised pages vii and 57-58 to include the requested disclosure.

 * * *

 3

 We hope the foregoing answers are responsive to your comments. Please
do not hesitate to contact me by telephone at +972-50-552-1058 with any questions or comments regarding this correspondence.

 Very truly yours,

 /s/ Oz Adler

 Oz Adler
Chief Executive Officer

 SCISPARC LTD.

 cc:

 Shachar Hadar, Meitar | Law Offices

 Matthew Rudolph, Meitar | Law Offices

 Oded Har-Even, Sullivan & Worcester LLP

 Howard Berkenblit, Sullivan & Worcester LLP

 4

March 4, 2025
Oz Adler
Chief Executive Officer
SciSparc Ltd.
20 Raul Wallenberg Street, Tower A
Tel Aviv 6971916 Israel
Re:SciSparc Ltd.
Amendment No. 2 to Registration Statement on Form F-4
Filed February 13, 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 January 27, 2025 letter.
Amendment No. 2 to Registration Statement on Form F-4 Filed February 13, 2025
Questions and Answers about the Special Meeting and the Merger
What are the material U.S. federal income tax consequences of the Merger to me?, page vii
1.We note your answer to this question directs individuals to consult their independent
tax advisor. Please revise to also include a brief summary of your position with
respect to the tax consequences of the Merger.
Risk Factors
The eCommerce operations of SciSparc Nutraceuticals rely on Amazon Marketplace..., page
49
We note your amended disclosure that SciSparc has experienced an instance of non-
compliance with applicable terms of use and policies on Amazon Marketplace. To the 2.

March 4, 2025
Page 2
extent such instance of non-compliance was material, please revise to provide
additional details.
Comparative Per Share Market Price Information, page 84
3.We note your calculations provided in response to prior comment 4. It appears the
number of SciSparc shares given per one AutoMax share (Exchange Ratio) was 1.024
as of December 30, 2024 and February 7, 2025; therefore, AutoMax shareholders
would receive approximately 108,179,194 SciSparc ordinary shares merger
consideration calculated based on the Exchange Ratio and 105,643,744 AutoMax
outstanding shares as of December 30, 2024 and February 7, 2025. This number of
SciSparc shares expected to be issued appears to be inconsistent with the 9,818,195
shares utilized to calculate the total estimated consideration to be paid on page 223.
Please reconcile the difference.
AutoMax Motors Ltd. Summary of consolidated interim profit and loss reports, page F-189
4.We note your response to prior comment 21. Please disclose the amounts used as the
numerators and the weighted average numbers of shares used as the denominators in
calculating basic and diluted earnings or loss per share for all periods presented. Refer
to IAS 33.70.
General
5.We note that you added Proposal No. 5 to approve a reverse share split of SciSparc's
issued and outstanding ordinary shares in the range of a ratio of up to 1:100, to be
effectuated at the discretion of, at such number of increments, and on such dates, as
may be determined by the SciSparc board of directors within 18 months from the
Special Meeting. Please revise to add a Question & Answer, as well as Risk Factor
disclosure, that addresses and discusses the potential for a reverse stock split, the
reasons underlying such split (i.e. meeting certain Nasdaq qualifications) and any
associated risks to investors, especially with respect to the broad discretion that the
board of directors has with respect to effectuating such reverse split.
            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.

CORRESP
1
filename1.htm

February 13, 2025

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.

    Amendment No. 1 to Registration Statement on Form F-4

    Filed on December 31, 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 January 27, 2025 (the “Comment Letter”),
with respect to Amendment No. 1 to Registration Statement on Form F-4 filed with the Commission by the Company on December 31, 2024 (the
“Registration Statement”). Concurrently with the filing of this letter, the Company is hereby filing Amendment
No. 2 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.

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 Registration Statement on Form F-4

    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.

    Response: The Company respectfully acknowledges the Staff’s comment and
has revised page v to clearly disclose that it did not receive a fairness opinion in connection with the Merger. In addition, the Company
has revised page 15 of the Amended Filing to remove the mitigating language from the risk factor relating to the Company not obtaining
a fairness opinion in connection with the Merger.

    ●
    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.

Response: The Company has further revised pages v, 47, 95, 99, 133, 152, 188,
and 196 of the Amended Filing to disclose the interest rate of the Loan Amount.

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.

Response: The Company respectfully acknowledges the Staff’s comment and
notes that the amendment to the Spin-Off LOI was entered into solely to extend its term, and has revised page 47 of the Amended Filing
to indicate as such.

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.

Response: The Company respectfully acknowledges the Staff’s comment and
has revised page 84 of the Amended Filing to update the comparative per share data to the six months ended June 30, 2024.

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.

Response: The Company respectfully
acknowledges the Staff’s comment and provides the following calculations:

SciSparc outstanding shares (including
pre-funded warrants) = X

AutoMax outstanding shares = Y

SciSparc price per share = Z

Number of SciSparc shares given per
one AutoMax share = N

Exchange Ratio = (X / (0.5001 * 0.4749))
/ Y

Then:

N = ((Exchange Ratio * Y) + Y) / Y

Value of Merger consideration per AutoMax
share = N * Z

For April 10, 2024:

X = 2,716,872

Y = 105,643,744

Z = 1.680

(2,716,872 / (0.5001 * 0.4749)) / 105,643,744
= 0.024421409

((0.024421409 * 105,643,744) + 105,643,744)
/ 105,643,744 = 1.024

1.024 * 1.680 = 1.72

For December 30, 2024:

X = 10,841,449

Y = 105,643,744

Z = 0.214

(10,841,449 / (0.5001 * 0.4749)) /
105,643,744 = 0.097451575

((0.097451575 * 105,643,744) + 105,643,744)
/ 105,643,744 = 1.097

1.097 * 0.214 = 0.23

For February 7, 2024:

X = 10,841,449

Y = 105,643,744

Z = 0.496

(10,841,449 / (0.5001 * 0.4749)) /
105,643,744 = 0.097451575

((0.097451575 * 105,643,744) + 105,643,744)
/ 105,643,744 = 1.097

1.097 * 0.496 = 0.54

The Company respectfully notes that
it has revised page 84 to update the date of December 30, 2024, to February 7, 2025, as well as the associated numbers, based on the
same calculations presented above. The Company also notes that due to a clerical error, the AutoMax ordinary shares closing price per
share (in $ amount) was corrected for April 10, 2024.

    2

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.

Response: The Company respectfully acknowledges the Staff’s comment and
has revised page 14 and page 93 of the Amended Filing to include the requested disclosure.

    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.

Response: The Company respectfully acknowledges the Staff’s comment and
has revised page 95 and page 110 of the Amended Filing to describe the SciSparc board of directors’ use of the valuation report
as a data point, during the due diligence process to assess the business of AutoMax and the transaction. The Company respectfully notes
that the sentence stating that “the valuation report was a primary data point…” was incorrect from a grammatical standpoint,
and was meant to provide instead that the valuation report was “primarily used…” as now stated on page 110 of the Amended
Filing.

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.

Response: The Company respectfully acknowledges the Staff’s comment and
has revised page 105 of the Amended Filing to include the table titled “Profit and Loss Pro Forma (in thousands NIS)” and
its footnotes, presented (as translated), which was included in AutoMax’s Projections. The Company has also revised page 108 to
include the valuation model in table format, as presented in Annex E-34. The Company respectfully notes that AutoMax’s management
chose a five year forecast for the projections (covering 2024 to 2028), because it believed AutoMax’s revenues would increase in
2024 due to new revenue streams (such as direct import), and peak in 2028. In its valuation report, E.D.B. forecasted that due to 2024
being an uncertain year, in light of the war in Israel, AutoMax will only be able to reach the targets presented in the Projections in
2029 (in six years). The Company respectfully notes that it had previously addressed this point on page 107 of Amendment No. 1 to the
Registration Statement and the Amended Filing, under the bullet point titled “Revenues”.

    3

Material U.S. Federal Income Tax Considerations
to U.S. Holders, page 114

    8.
    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 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.

Response: The Company respectfully acknowledges the Staff’s comment and
notes the Staff’s request to provide a tax opinion covering material federal tax consequences. The Company included the requested
opinion as Exhibit 8.1 to the Amended Filing, and has revised page 115 of the Amended Filing to note the opinion of counsel.

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.

Response: The Company respectfully
acknowledges the Staff’s comment and has revised page 178 of the Amended Filing to include a chart illustrating entities which
have rights to AutoMax’s revenue streams under founders’ agreements, in accordance with AutoMax’s holding percentages
in such subsidiaries, presented in percentage amount and corresponding to each agreement. The Company respectfully notes that all other
parties or entities that presently have rights to AutoMax’s revenue streams have been disclosed.

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.

Response: The Company respectfully
acknowledges the Staff’s comment and has revised page 182 of the Amended Filing to disclose the website CarZone, at www.carzone.co.il,
a service providing statistics regarding the vehicle market in Israel, as the source for the abovementioned statement.

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.

Response: The Company respectfully
acknowledges the Staff’s comment and has revised page 189 of the Amended Filing to include the quantified explanations for the
changes in revenues, cost of goods sold, and gross profit over the reporting periods.

    4

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.

Response: The Company respectfully acknowledges the Staff’s comment and
explains that the balance of $2.6 million on page 197, under the going concern section also includes deposits and refers to the available
funding balance for the purpose of assessing the projected cash flow, rather than the accounting definition of cash and cash equivalents.
The Company has revised page 197 of the Amended Filing to include its reasoning for including short-term bank deposit amount in the cash
and cash equivalents.

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.

Response: The Company respectfully acknowledges the Staff’s comment and
has revised page 216 of the Amended Filing to include a description of early termination provisions under the JAC agreement. The Company
respectfully notes that provisions regarding payment structure, target metrics and restrictions have been redacted in the filed exhibit
of the agreement, because the Company considers these provisions to be not material and the type of information that it treats as private
or confidential.

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.

Response: The Company respectfully acknowledges the Staff’s comment and
has revised page 217 and 221 of the Amended Filing.

    15.
    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 for reflecting this bonus payment in your pro forma financial statements. Refer to Rule 11-02(a)(6) of Regulation S-X.

Response: The Company respectfully acknowledges the Staff’s comment and
has adjusted the accounting transaction to reflect the transaction bonuses as described on pages 220 and 224 of the Amended Filing. The
Company respectfully notes that it has revised page 133 of the Amended Filing to reflect the updated bonus amount of $1,153,000, as approved
by the Company’s board of directors on February 12, 2025.

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, 202

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.

CORRESP
1
filename1.htm

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

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

September 3, 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-1
Filed August 28, 2024
File No. 333-281821
Dear Oz Adler:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Jimmy McNamara at 202-551-7349 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Howard Berkenblit

CORRESP
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SciSparc Ltd.

20 Raul Wallenberg Street, Tower A,

Tel Aviv 6971916, Israel

September 3, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    SciSparc Ltd. (CIK 0001611746)

    Registration Statement No. 333-281821 on Form F-1 (the “Registration Statement”)

Ladies and Gentlemen:

SciSparc Ltd. (the “Registrant”)
hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Securities Act”), so that it may become effective on September 5, 2024 at 4:15 p.m.,
Eastern Time, or as soon thereafter as is practicable.

The Registrant understands
that the Commission will consider this request for acceleration of the effective date of the Registration Statement as a confirmation
of the fact that the Registrant is aware of its responsibilities under the Securities Act as they relate to the proposed public offering
of the securities specified in the Registration Statement.

The Registrant respectfully
requests that it be notified of such effectiveness by a telephone call to Howard E. Berkenblit, Esq. of Sullivan & Worcester LLP at
(617) 338 2979 and that such effectiveness also be confirmed in writing.

    Very truly yours,

    SciSparc Ltd.

    By:
    /s/ Oz Adler

    Oz Adler, Chief Executive Officer and

 Chief Financial Officer

CORRESP
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SciSparc Ltd.

20 Raul
Wallenberg Street, Tower A

Tel
Aviv 6971916, Israel

June 17, 2024

Via EDGAR

Jimmy McNamara

Alan Campbell

Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, DC 20549

    Re:
    SciSparc Ltd. (the “Company”)

Post-Effective Amendment No. 1 to Registration Statement
on Form F-1 (File No. 333-277394)

Filed on May 2, 2024

Dear Sirs:

The purpose of this letter is to respond to the
comment letter of May 16, 2024, received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the
“Commission”) regarding the above-mentioned Post-Effective Amendment No. 1 to Registration Statement on Form F-1. For your
convenience, each of your original comments appears in bold text, followed by our response. We are concurrently submitting Post-Effective
Amendment No. 2 to Registration Statement on Form F-1 (“Amendment No. 2”). All page references in the responses set forth
below refer to page numbers in Amendment No. 2.  Defined terms used but not otherwise defined herein have the meanings
ascribed to such terms in Amendment No. 2.

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.

Response: We have revised
our disclosure on page 2 in response to the Staff’s comment.

Jimmy McNamara

Alan Campbell

Division of Corporate Finance

Office of Life Sciences

Securities and Exchange Commission

June 17, 2024

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.

Response: We have revised
our disclosure on page 25 in response to the Staff’s comment.

General

 3. We note your disclosure that on April 10, 2024 you entered into an Agreement and Plan of 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.

Response: We have revised
our disclosure on page 2 in response to the Staff’s comment.

We acknowledge to the Commission
that the Company and its management are responsible for the accuracy and adequacy of our disclosures, notwithstanding any review, comments,
action or absence of action by the Staff.

We appreciate your time and
attention to our responses to the Staff’s comments set forth in this letter. Should you wish to discuss this letter at any time
or require additional information, please do not hesitate to contact our legal counsel, Oded Har-Even, Esq. at (212) 660-5002 of Sullivan & Worcester LLP.

    Sincerely,

    SciSparc Ltd.

    /s/ Oz Adler

    Oz Adler

    Chief Executive Officer and Chief Financial Officer

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

CORRESP
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SciSparc Ltd.

20 Raul Wallenberg Street, Tower A,

Tel Aviv 6971916, Israel

March 5, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    SciSparc Ltd. (CIK 0001611746)

    Registration Statement No. 333-277394 on Form F-1 (the “Registration Statement”)

Ladies and Gentlemen:

SciSparc Ltd. (the “Registrant”)
hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Securities Act”), so that it may become effective on March 6, 2024 at 4:15 p.m., Eastern
Time, or as soon thereafter as is practicable.

The Registrant understands
that the Commission will consider this request for acceleration of the effective date of the Registration Statement as a confirmation
of the fact that the Registrant is aware of its responsibilities under the Securities Act as they relate to the proposed public offering
of the securities specified in the Registration Statement.

The Registrant respectfully
requests that it be notified of such effectiveness by a telephone call to Brendan O’Brien, Esq. of Sullivan & Worcester LLP
at (212) 660-3013 and that such effectiveness also be confirmed in writing.

    Very truly yours,

    SciSparc Ltd.

    By:
    /s/ Oz Adler

    Oz Adler, Chief Executive Officer and Chief Financial Officer

United States securities and exchange commission logo
March 4, 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-1
Filed February 27, 2024
File No. 333-277394
Dear Oz Adler:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Tim Buchmiller at 202-551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Oded Har-Even, Esq.

United States securities and exchange commission logo
January 18, 2024
Oz Adler
Chief Executive Officer and Chief Financial Officer
SciSparc Ltd.
20 Raul Wallenberg St
Tower A, 2nd Floor
Tel Aviv 6971916
Israel
Re:SciSparc Ltd.
Form 20-F
For the Year Ended December 31, 2022
File No 001-38041
Dear Oz Adler:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

January
5, 2024

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Christine Torney and Daniel Gordon

VIA
EDGAR

 Re: SciSparc
                                            Ltd. (the “Company”)

Form
20-F for the Fiscal Year Ended December 31, 2022 (the “2022 Form 20-F”)

File
No. 001-38041

Dear
Ms. Torney and Mr. Gordon:

We
hereby provide the following response to the comment of the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) concerning the above-referenced filing that were provided to the Company by the Staff in its letter
dated December 21, 2023 (the “Comment Letter”). To assist your review, we have retyped the text of the Staff’s
comment below in bold face type and have provided the Company’s response immediately following the comment.

Consolidated
Financial Statements

Notes
to Consolidated Financial Statements

Note
2:- Significant Accounting Policy, page F-13

1. Please
                                       provide a revenue recognition accounting policy that will be included in your future periodic
                                       filings. We may have further comment.

In
our future filings of the Company’s annual report on Form 20-F, we will provide the following revenue recognition accounting
policy (updated as necessary for the applicable period covered):

The
Company sells products directly to customers mainly through its online Amazon stores.

Under
the Company’s standard contract terms, customers have a right of return within 30 until 90 days. For contracts with rights of return,
the Company recognizes revenue based on the amount of the consideration which the Company expects to receive for products which it is
highly probable that a significant revenue reversal will not subsequently occur. The Company recognizes a refund liability for consideration
received or receivable if it expects to refund some or all of the consideration to the customer. At the end of each reporting period,
the Company updates its estimates of expected product returns and adjusts the refund liabilities with a corresponding adjustment in revenues.
As of December 31, 2022, the allowance for returns was immaterial. The refund liability is recorded as a decrease in revenues against
other payables. A right of return asset and corresponding adjustment to cost of sales is also recognized for the right to recover the
goods from the customer.

In
certain contracts, the Company evaluates the nature of its promise to the customer and determines whether it is a principal or agent
for each contract. In determining the nature of its promise to the customer, the Company evaluates whether it is appropriate to recognize
revenues on a gross or net basis based upon its evaluation of whether the Company obtains control of the specified goods by considering
if it is primarily responsible for fulfillment of the promise, has inventory risk, and has the latitude in establishing pricing and selecting
suppliers, among other factors. Based on its evaluation of these factors, management has determined that it is the principal in these
arrangements; therefore, sales are recorded on a gross basis.

We
acknowledge to the Commission that the Company and its management are responsible for the accuracy and adequacy of our disclosures, notwithstanding
any review, comments, action or absence of action by the Staff.

We
appreciate your time and attention to our responses to the Staff’s comments set forth in this letter. Should you wish to discuss
this letter at any time or require additional information, please do not hesitate to contact our legal counsel, Oded Har-Even, Esq. at
(212) 660-5002 of Sullivan & Worcester LLP.

    Sincerely,

    SciSparc
    Ltd.

    /s/
    Oz Adler

    Oz Adler

    Chief
    Executive Officer and Chief Financial Officer

United States securities and exchange commission logo
December 21, 2023
Oz Adler
Chief Executive Officer and Chief Financial Officer
SciSparc Ltd.
20 Raul Wallenberg St
Tower A, 2nd Floor
Tel Aviv 6971916
Israel
Re:SciSparc Ltd.
Form 20-F
For the Year Ended December 31, 2022
File No 001-38041
Dear Oz Adler:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe
this comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Consolidated Financial Statements
Notes to Consolidated Financial Statements
Note 2:- Significant Accounting Policy, page F-13
1.Please provide a revenue recognition accounting policy that will be included in your
future periodic filings.  We may have further comment.
            In closing, 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.
            Please contact Christine Torney at 202-551-3652 or Daniel Gordon at 202-551-3486 with
any questions.

 FirstName LastNameOz Adler
 Comapany NameSciSparc Ltd.
 December 21, 2023 Page 2
 FirstName LastName
Oz Adler
SciSparc Ltd.
December 21, 2023
Page 2
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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SciSparc
Ltd.

20
Raul Wallenberg Street, Tower A,

Tel
Aviv 6971916 Israel

November
20, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    RE:
    SciSparc
    Ltd. (CIK: 0001611746)

    Registration
Statement No. 333-275305 on Form F-3 (the “Registration Statement”)

Ladies
and Gentlemen:

SciSparc
Ltd. (the “Registrant”) hereby requests acceleration of the effectiveness of the above-referenced Registration Statement
pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), so that it may become effective
on November 22, 2023, at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable.

The
Registrant understands that the Securities and Exchange Commission will consider this request for acceleration of the effective date
of the Registration Statement as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities
Act and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in
the Registration Statement.

The Registrant respectfully requests
that it be notified of such effectiveness by a telephone call to Brendan O’Brien, Esq. of Sullivan & Worcester LLP at (212)
660-3013 and that such effectiveness also be confirmed in writing.

    Very truly
    yours,

    SciSparc Ltd.

    By:
    /s/ Oz Adler

    Oz Adler, Chief Executive Officer and

Chief Financial Officer

CORRESP
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SciSparc Ltd.

20 Raul Wallenberg Street, Tower A,

Tel Aviv 6971916 Israel

February 21, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    RE:
    SciSparc Ltd. (CIK: 0001611746)

Registration Statement No. 333-269839 on
Form F-3 (the “Registration Statement”)

Ladies and Gentlemen:

SciSparc Ltd. (the “Registrant”)
hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Securities Act”), so that it may become effective on February 23, 2023, at 4:00 p.m.,
Eastern Time, or as soon thereafter as is practicable.

The Registrant understands that
the Securities and Exchange Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act and the Securities Exchange
Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration Statement.

The Registrant respectfully requests
that it be notified of such effectiveness by a telephone call to Eric Victorson, Esq. of Sullivan & Worcester LLP at (212) 660-3092
and that such effectiveness also be confirmed in writing.

  Very  truly yours,

  SciSparc Ltd.

  By:
   /s/ Oz Adler

  Oz Adler, Chief Executive Officer and Chief Financial
    Officer

United States securities and exchange commission logo
February 21, 2023
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-3
Filed February 17, 2023
File No. 333-269839
Dear Oz Adler:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Jimmy McNamara at 202-551-7349 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Eric Victorson

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SciSparc Ltd.

20 Raul Wallenberg Street, Tower A,

Tel Aviv 6971916 Israel

July 18, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

RE:  SciSparc Ltd. (CIK: 0001611746)

Registration
Statement No. 333-266047 on Form F-3 (the “Registration Statement”)

Ladies and Gentlemen:

SciSparc Ltd. (the “Registrant”)
hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Securities Act”), so that it may become effective on July 20, 2022, at 4:00 p.m., Eastern
Time, or as soon thereafter as is practicable.

The Registrant understands that
the Securities and Exchange Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act and the Securities Exchange
Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration Statement.

    Very truly yours,

    SCISPARC LTD.

    By:
    /s/ Oz Adler

    Oz Adler, Chief Executive Officer and Chief Financial
    Officer

United States securities and exchange commission logo
July 15, 2022
Oz Adler
Chief Executive Officer
SciSparc Ltd.
20 Raul Wallenberg Street, Tower A
Tel Aviv 6971916 Isreal
Re:SciSparc Ltd.
Registration Statement on Form F-3
Filed July 7, 2022
File No. 333-266047
Dear Mr. Adler:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Doris Stacey Gama at 202-551-3188 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Howard Berkenblit, Esq.

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SciSparc Ltd.

20 Raul Wallenberg Street, Tower A,

Tel Aviv 6971916, Israel

April 27, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    SciSparc Ltd. (CIK 0001611746)

    Registration Statement No. 333-255408 on Form F-1 (the “Registration Statement”)

Ladies and Gentlemen:

SciSparc Ltd. (the “Registrant”)
hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Securities Act”), so that it may become effective on April 29, 2021 at 4:00 p.m., Eastern
Time, or as soon thereafter as is practicable.

The Registrant understands that
the Commission will consider this request for acceleration of the effective date of the Registration Statement as a confirmation of the
fact that the Registrant is aware of its responsibilities under the Securities Act as they relate to the proposed public offering of the
securities specified in the Registration Statement.

    Very truly yours,

    SCISPARC LTD.

    By:
    /s/ Amitay Weiss

    Amitay Weiss

    Chief Executive Officer

United States securities and exchange commission logo
April 22, 2021
Oz Adler
Chief Financial Officer
SciSparc Ltd./ADR
20 Raul Wallenberg Street, Tower A
Tel Aviv 6971916, Israel
Re:SciSparc Ltd./ADR
Registration Statement on Form F-1
Filed April 21, 2021
File No. 333-255408
Dear Mr. Adler:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Tom Kluck at 202-551-3233 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Howard E. Berkenblit

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Therapix Biosciences Ltd.

16 Abba Hillel Silver Rd.

Ramat Gan 5250608, Israel

November 16, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    Therapix Biosciences Ltd. (CIK  0001611746)

    Registration Statement No. 333-248670 on Form F-1 (the “Registration Statement”)

Ladies and Gentlemen:

Therapix Biosciences Ltd.
(the “Registrant”) hereby requests acceleration of the effectiveness of the above-referenced Registration Statement
pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), so that it may become
effective on November 18, 2020 at 5:30 p.m., Eastern Time, or as soon thereafter as is practicable.

The Registrant understands
that the Commission will consider this request for acceleration of the effective date of the Registration Statement as a confirmation
of the fact that the Registrant is aware of its responsibilities under the Securities Act as they relate to the proposed public
offering of the securities specified in the Registration Statement.

Please consider this letter
to replace our previous letter, filed as correspondence via EDGAR on November 12, 2020, in which we requested the acceleration
of the effective date of the above-referenced Registration Statement for November 16, 2020, at 4:00 p.m., Eastern Time (the “Previous
Request”). We hereby formally withdraw the Previous Request.

    Very truly yours,

    Therapix Biosciences LTD.

    By:
    /s/ Amitay Weiss

        Amitay Weiss

        Chief Executive Officer

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Therapix Biosciences Ltd.

16 Abba Hillel Silver Rd.

Ramat Gan 5250608, Israel

November 12, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    Therapix Biosciences Ltd. (CIK  0001611746)

    Registration Statement No. 333-248670 on Form F-1 (the “Registration Statement”)

Ladies and Gentlemen:

Therapix Biosciences Ltd.
(the “Registrant”) hereby requests acceleration of the effectiveness of the above-referenced Registration Statement
pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), so that it may become
effective on November 16, 2020 at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.

The Registrant understands
that the Commission will consider this request for acceleration of the effective date of the Registration Statement as a confirmation
of the fact that the Registrant is aware of its responsibilities under the Securities Act as they relate to the proposed public
offering of the securities specified in the Registration Statement.

    Very truly yours,

    Therapix Biosciences LTD.

    By:
    /s/ Amitay Weiss

        Amitay Weiss

        Chief Executive Officer

United States securities and exchange commission logo
September 11, 2020
Amitay Weiss
Chief Executive Officer
Therapix Biosciences Ltd.
16 Abba Hillel Silver Rd.
Ramat Gan 52506, Israel
Re:Therapix Biosciences Ltd.
Registration Statement on Form F-1
Filed September 8, 2020
File No. 333-248670
Dear Mr. Weiss:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Oded Har-Even, Esq.

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Therapix Biosciences Ltd.

HaShahar Tower, 16th Floor

Givatayim 5320047, Israel

March 27, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    Therapix Biosciences Ltd. (CIK  0001611746)

    Registration Statement No. 333- 236175 on Form F-1 (the “Registration Statement”)

Ladies and Gentlemen:

Therapix Biosciences Ltd.
(the “Registrant”) hereby requests acceleration of the effectiveness of the above-referenced Registration Statement
pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), so that it may become
effective on March 30, 2020 at 5:00 p.m., Eastern Time, or as soon thereafter as is practicable.

The Registrant understands
that the Commission will consider this request for acceleration of the effective date of the Registration Statement as a confirmation
of the fact that the Registrant is aware of its responsibilities under the Securities Act as they relate to the proposed public
offering of the securities specified in the Registration Statement.

    Very truly yours,

    Therapix Biosciences LTD.

    By:
    /s/ Ascher Shmulewitz

        Ascher Shmulewitz

        Chairman and Interim Chief Executive Officer

CORRESP
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Therapix
Biosciences Ltd.

4 Ariel Sharon Street

HaShahar Tower, 16th Floor

Givatayim 5320047, Israel

March 19, 2020

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, DC 20549

Attention: Courtney Lindsay and Irene Paik

    Re:

        Therapix Biosciences Ltd.

        Registration Statement on Form F-1

        Filed January 31, 2020

        File No. 333-236175

Dear Mss. Lindsay and Paik:

The purpose of this letter is to respond to the comments of
the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission as set
forth in your letter of February 6, 2020, regarding the above referenced registration statement on Form F-1. For your convenience,
your original comments appear in bold, followed by our response. We are concurrently filing Amendment No. 1 to Form F-1 (“Amendment
No. 1”). Page references in our response are to Amendment No. 1.

Description of the Offered Securities, page 24

    1.
    We note the arbitration provision in Section 22(c)(3) of your Articles of Association filed as Exhibit 4.1 to your registration statement. Please revise your prospectus to describe the arbitration provision and to clarify, if true, that the arbitration provision is not mandatory and does not apply to claims brought under the United States federal securities laws.

Response: We have revised our disclosure on page 113
to describe the arbitration provision in our articles of association and clarify that such arbitration provision is not mandatory
and it does not prevent ADS holders or ordinary shareholders from pursuing claims under the United States federal securities laws.

Incorporation of Certain Information by Reference, page
38

    2.
    We note that you incorporate information by reference into your registration statement. However, to be eligible to incorporate by reference, you must have filed your annual report required under Section 13(a) or Section 15(d) of the Exchange Act for your most recently completed fiscal year. See General Instruction VI.C to Form F-1. Please amend the registration statement to include all disclosure required by Form F-1, or, in the alternative, file your Form 20-F for the fiscal year ended December 31, 2019.

Response: We have amended Amendment
No. 1 to include all disclosure required by Form F-1.

* * *

Irene Paik and Mary Beth Breslin

Office of Life Sciences

Securities and Exchange Commission

March 19, 2020

Page 2

If you have any questions or require additional information,
please call our attorneys, David Huberman at (+972) 54-596-5967, Howard E. Berkenblit at (617) 338-2979 or Oded Har-Even at (212)
660-5002, of Zysman, Aharoni, Gayer and Sullivan & Worcester LLP.

Sincerely,

THERAPIX BIOSCIENCES LTD.

    By:
    /s/ Ascher Shmulewitz

        Ascher Shmulewitz, M.D, Ph.D.

        Chairman and Interim Chief Executive Officer

February 6, 2020
Oz Adler
Chief Financial Officer
Therapix Biosciences Ltd.
4 Ariel Sharon Street
HaShahar Tower, 16th Floor
Givatayim 5320047, Israel
Re:Therapix Biosciences Ltd.
Registration Statement on Form F-1
Filed January 31, 2020
File No. 333-236175
Dear Mr. Adler:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.
            Please respond to this letter by amending your registration statement.  If you do not
believe our comments apply 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 these comments, we may have additional comments.
Registration Statement on Form F-1
Description of the Offered Securities, page 24
1.We note the arbitration provision in Section 22(c)(3) of your Articles of Association filed
as Exhibit 4.1 to your registration statement. Please revise your prospectus to describe the
arbitration provision and to clarify, if true, that the arbitration provision is not mandatory
and does not apply to claims brought under the United States federal securities laws.
Incorporation of Certain Information by Reference, page 38
2.We note that you incorporate information by reference into your registration statement.
However, to be eligible to incorporate by reference, you must have filed your annual
report required under Section 13(a) or Section 15(d) of the Exchange Act for your most
recently completed fiscal year.  See General Instruction VI.C to Form F-1.  Please amend

 FirstName LastNameOz Adler
 Comapany NameTherapix Biosciences Ltd.
 February 6, 2020 Page 2
 FirstName LastName
Oz Adler
Therapix Biosciences Ltd.
February 6, 2020
Page 2
the registration statement to include all disclosure required by Form F-1, or, in the
alternative, file your Form 20-F for the fiscal year ended December 31, 2019.
            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 Courtney Lindsay at 202-551-7237 or Irene Paik at 202-551-6553 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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Therapix Biosciences Ltd.

4 Ariel Sharon Street

HaShahar Tower, 16th Floor

Givatayim 5320047, Israel

September 3, 2019

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    Therapix Biosciences Ltd. (CIK 0001611746)

    Registration Statement No. 333-233417 on Form F-3 (the “Registration Statement”)

Ladies and Gentlemen:

Therapix Biosciences
Ltd. (the “Registrant”) hereby requests acceleration of the effectiveness of the above-referenced Registration
Statement pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), so that
it may become effective on September 5, 2019 at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.

The Registrant understands
that the Commission will consider this request for acceleration of the effective date of the Registration Statement as a confirmation
of the fact that the Registrant is aware of its responsibilities under the Securities Act as they relate to the proposed public
offering of the securities specified in the Registration Statement.

    Very truly yours,

    Therapix Biosciences LTD.

    By:
    /s/ Ascher Shmulewitz

        Ascher Shmulewitz, M.D, Ph.D.

        Chairman and Interim Chief Executive Officer

CORRESP
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Therapix Biosciences Ltd.

4 Ariel Sharon Street

HaShahar Tower, 16th Floor

Givatayim 5320047, Israel

August 29, 2019

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

 Attention: Sonia
                                         Bednarowski

Division
of Corporation Finance

Office
of Healthcare & Insurance

    Re:
    Therapix Biosciences Ltd.

        Registration Statement on Form F-3

        Filed August 22, 2019

        File No. 333-233417

Dear Mr. Buchmiller:

The purpose of this letter is to respond to the comments of
the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission as set
forth in your letter of August 26, regarding the above mentioned registration statement on Form F-3. For your convenience, your
original comments appear in bold, followed by our response. We are concurrently filing Amendment No. 1 to Form F-3 (“Amendment
No. 1”). Page references in our response are to Amendment No. 1.

General

    1.
    We note the arbitration
    provision in Section 22(c)(3) of your Articles of Association filed as Exhibit 4.1 to your registration statement. Please
    revise your prospectus to describe the arbitration provision and to clarify, if true, that the arbitration provision is not
    mandatory and does not apply to claims brought under the United States federal securities laws.

Response: We have revised our disclosure on page 6
to describe the arbitration provision in our articles of association and clarify that such arbitration provision is not
mandatory and it does not prevent ADS holders or ordinary shareholders from pursuing claims under the United States federal
securities laws.

    2.
    We note that you
    have filed the Form of Amended and Restated Depositary Agreement as Exhibit 4.2 to your registration statement. Please revise
    to file a copy of the executed Depositary Agreement.

Response: We have filed a copy of the executed Depositary
Agreement as Exhibit 4.2 to Amendment No. 1 to Form F-3.

* * *

Sonia Bednarowski, General Attorney

Office of Healthcare & Insurance

Securities and Exchange Commission

August 29, 2019

Page 2

If you have any questions or require additional information,
please call our attorneys, David Huberman at (+972) 54-596-5967, Howard Berkenblit at (617) 338-2979 or Oded Har-Even at (212)
660-5002, of Zysman, Aharoni, Gayer and Sullivan LLP.

Sincerely,

THERAPIX BIOSCIENCES LTD.

    By:
    /s/
    Ascher Shmulewitz

    Chief Executive Officer

    cc:
    Dietrich
    King

August 26, 2019
Ascher Shmulewitz
Chief Executive Officer
Therapix Biosciences Ltd.
4 Ariel Sharon Street
HaShahar Tower, 16th Floor
Givatayim 5320047, Israel
Re:Therapix Biosciences Ltd.
Registration Statement on Form F-3
Filed August 22, 2019
File No. 333-233417
Dear Dr. Shmulewitz:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Registration Statement on Form F-3
General
1.We note the arbitration provision in Section 22(c)(3) of your Articles of Association filed
as Exhibit 4.1 to your registration statement.  Please revise your prospectus to describe the
arbitration provision and to clarify, if true, that the arbitration provision is not mandatory
and does not apply to claims brought under the United States federal securities laws.
2.We note that you have filed the Form of Amended and Restated Depositary Agreement as
Exhibit 4.2 to your registration statement.  Please revise to file a copy of the
executed Depositary Agreement.
            We remind you that the company and its management are responsible for the accuracy

 FirstName LastNameAscher Shmulewitz
 Comapany NameTherapix Biosciences Ltd.
 August 26, 2019 Page 2
 FirstName LastName
Ascher Shmulewitz
Therapix Biosciences Ltd.
August 26, 2019
Page 2
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 Sonia Bednarowski at 202-551-3666 or Dietrich King at 202-551-8071
with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance

CORRESP
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Therapix
Biosciences Ltd.

4
Ariel Sharon Street

HaShahar
Tower, 16th Floor

Givatayim
5320047, Israel

	July
18, 2018

Via
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
      Irene Paik

      Erin
Jaskot

Re:  Therapix
Biosciences Ltd.

    Registration
                                         Statement on Form F-3

                                                                                Filed
                                         June 20, 2018, as amended on July 17, 2018File

                                                                                No.
                                         333-225745

Dear
Ms. Paik:

Pursuant
to Rule 461 of the Rules and Regulations promulgated under the Securities Act of 1933, as amended, Therapix Biosciences Ltd. (the
“Company”) hereby requests that the effectiveness of the above-captioned Registration Statement on Form F-3 be accelerated
to Friday, July 20, 2018, at 10:30 a.m., Eastern Time, or as soon as thereafter practicable.

Any
questions should be addressed to Jeffrey Schultz, Esq., at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Chrysler Center,
666 Third Avenue, New York, New York 10017, telephone (212) 692-6732.

Thank
you very much.

    Very
truly yours,

    Therapix Biosciences Ltd.

     By:
    /s/Ascher Shmulewitz

    Ascher Shmulewitz

Chief Executive Officer

cc:	Jeffrey
Schultz, Esq., Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

CORRESP
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        Chrysler Center

        666 Third Avenue

        New York, NY 10017

        212-935-3000

        212-983-3115 fax

        www.mintz.com

July 17, 2018

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:	Irene Paik

  Erin Jaskot

Re:  Therapix Biosciences Ltd.

Registration Statement on Form F-3

Filed June 20, 2018

Response dated July 10, 2018

File No. 333-225745

Ladies and Gentlemen:

We are submitting
this letter on behalf of Therapix Biosciences Ltd. (the “Company”) in response to the comment from the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter
dated July 13, 2018 (the “Comment Letter”) from the Division of Corporate Finance and Office of Healthcare and
Insurance relating to the above-referenced registration statement on Form F-3 of the Company initially filed with the Commission
on June 20, 2018 (the “Registration Statement”).

For convenient reference,
we have set forth below in italics the Staff’s comment set forth in the Comment Letter. This letter is being filed with the
Commission with Amendment No. 1 to the Registration Statement (the “Amended Registration Statement”). Any
capitalized terms used herein, but not defined shall have the meanings ascribed to them in the Amended Registration Statement.
The response is based on information provided to Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. by representatives of the
Company.

Registration Statement on Form F-3 filed June 20, 2018

Description of Securities, page 8

 1. We note your response to our comment. Please revise your registration statement to disclose the existence of the arbitration
provision and, if true, to state that the arbitration provision is not mandatory and does not prevent ADS holders or ordinary shareholders
from pursuing claims under the United States federal securities laws. To the extent this is not correct, please explain in your
response.

Response: The Company has revised page
8 of the Amended Registration Statement to disclose that the Company’s articles of association contain a provision that
gives the authority to the Company’s Board of Directors (instead of its officers or shareholders at a general meeting, for
example) to refer an action to arbitration and that such arbitration provision is not mandatory and it does not prevent ADS holders
or ordinary shareholders from pursuing claims under the United States federal securities laws.

We hope that the above response is acceptable
to the Staff. Please do not hesitate to call the undersigned at (212) 692-6732 with any comments or questions regarding this response
letter. We thank you for your time and attention.

Very truly yours,

/s/ Jeffrey P. Schultz

Jeffrey P. Schultz

July 13, 2018
Ascher Shmulewitz
Chief Executive Officer
Therapix Biosciences Ltd.
4 Ariel Sharon Street
HaShahar Tower, 16th Floor
Givatayim 5320047, Israel
Re:Therapix Biosciences Ltd.
Registration Statement on Form F-3
Response dated July 10, 2018
File No. 333-225745
Dear Dr. Shmulewitz:
            We have reviewed your response dated July 10, 2018 and have the following comment.
In our comment, we may ask you to provide us with information so we may better understand
your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our 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 comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 9, 2018 letter.
Registration Statement on Form F-3 filed June 20, 2018
Description of Securities, page 8
1.We note your response to our comment.  Please revise your registration statement to
disclose the existence of the arbitration provision and, if true, to state that the arbitration
provision is not mandatory and does not prevent ADS holders or ordinary shareholders
from pursuing claims under the United States federal securities laws.  To the extent this is
not correct, please explain in your response.

 FirstName LastNameAscher  Shmulewitz
 Comapany NameTherapix Biosciences Ltd.
 July 13, 2018 Page 2
 FirstName LastName
Ascher  Shmulewitz
Therapix Biosciences Ltd.
July 13, 2018
Page 2
            Please contact Irene Paik at 202-551-6553 or Erin Jaskot at 202-551-3442 with
any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Jeffrey Schultz

CORRESP
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        Chrysler Center

        666 Third Avenue

        New York, NY 10017

        212-935-3000

        212-983-3115 fax

        www.mintz.com

July 10, 2018

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Irene Paik

    Erin Jaskot

    Re:
    Therapix
                           Biosciences Ltd.

Registration
Statement on Form F-3

Filed
June 20, 2018

Response
dated July 3, 2018

File
No. 333-225745

Ladies and Gentlemen:

On behalf of Therapix Biosciences Ltd.
(the “Company”), we are hereby filing with the Securities and Exchange Commission (the “Commission”) this
letter in response to the comment of the Staff of the Commission’s Division of Corporation Finance (the “Staff”)
given by letter (the “Comment Letter”) dated July 9, 2018 with respect to the above-referenced Registration Statement
on Form F-3.

Registration Statement on Form F-3 Response filed July 3, 2018

Description of Securities, page 8

 1. We note your response to our comment that the arbitration provision does not "alter, restrict, limit or effect, prima
facie, the rights of an ADS holder or ordinary shareholder of the Company in any way." Please clarify in your analysis whether
the provision can result in the board of directors referring a shareholder action under the United States securities laws to arbitration
and the procedural protections and substantive remedies that ADS holders and/or ordinary shareholders may have in such event.

Response:
The Company has confirmed that the arbitration provision in Section 22(c)(3) of the Company’s Articles of Association does
not give the Company’s Board of Directors any unilateral right to refer a shareholder action under the United States securities
laws to arbitration. The provision merely gives the authority to the Company’s Board
of Directors (instead of its executive officers or shareholders at a general meeting, for example) to refer such action to arbitration
only in the event that the plaintiff shareholder(s) agreed to submit such action to arbitration.

We hope that the above response is acceptable
to the Staff. Please do not hesitate to call the undersigned at (212) 692-6732 with any comments or questions regarding this response
letter. We thank you for your time and attention.

Very truly yours,

/s/ Jeffrey P. Schultz

Jeffrey P. Schultz

Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo, P.C.

Boston
| Washington | New York | Stamford | Los Angeles | Palo Alto | San Diego | London

July 9, 2018
Ascher Shmulewitz
Chief Executive Officer
Therapix Biosciences Ltd.
4 Ariel Sharon Street
HaShahar Tower, 16th Floor
Givatayim 5320047, Israel
Re:Therapix Biosciences Ltd.
Registration Statement on Form F-3
Response dated June 20, 2018
File No. 333-225745
Dear Dr. Shmulewitz:
            We have reviewed your response dated July 3, 2018 and have the following comment.  In
our comment, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by amending your registration statement and/or providing the
requested information.  If you do not believe our 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/or the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 30, 2018 letter.
Registration Statement on Form F-3 filed July 3, 2018
Description of Securities, page 8
1.We note your response to our comment that the arbitration provision does not "alter,
restrict, limit or effect, prima facie, the rights of an ADS holder or ordinary shareholder of
the Company in any way."  Please clarify in your analysis whether the provision can result
in the board of directors referring a shareholder action under the United States securities
laws to arbitration and the procedural protections and substantive remedies that ADS
holders and/or ordinary shareholders may have in such event.

 FirstName LastNameAscher  Shmulewitz
 Comapany NameTherapix Biosciences Ltd.
 July 9, 2018 Page 2
 FirstName LastName
Ascher  Shmulewitz
Therapix Biosciences Ltd.
July 9, 2018
Page 2
            Please contact Irene Paik at 202-551-6553 or Erin Jaskot at 202-551-3442 with any
questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Jeffrey Schultz

CORRESP
1
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        Chrysler
        Center

        666
        Third Avenue

        New
        York, NY 10017

        212-935-3000

        212-983-3115
        fax

        www.mintz.com

July 3, 2018

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Attention: Irene Paik

Erin Jaskot

 Re: Therapix Biosciences Ltd.

Registration Statement on Form F-3

Filed June 20, 2018

File No. 333-225745

Ladies and Gentlemen:

On behalf of Therapix Biosciences Ltd.
(the “Company”), we are hereby filing with the Securities and Exchange Commission (the “Commission”) this
letter in response to the comment of the Staff of the Commission’s Division of Corporation Finance (the “Staff”)
given by letter (the “Comment Letter”) dated June 30, 2018 with respect to the above-referenced Registration Statement
on Form F-3.

Description of American Depositary Shares

Description of Ordinary Shares, page 15

1.       We note the arbitration
provision in Section 22(c)(3) of your Articles of Association. Please tell us whether this provision is intended to apply to claims
brought under the United States federal securities laws and whether it impacts the rights of ADS holders. In addition, please include
disclosure about the provision and its impact in your Description of American Depositary Shares and Description of Ordinary Shares,
as appropriate.

Response: The Company has advised that the arbitration
provision in Section 22(c)(3) of the Company’s Articles of Association (the “arbitration provision”) is a corporate
governance provision that is solely intended to identify the authorized organ of the Company that can refer a matter to arbitration
and does not create any obligation or commitment or cause any liability to any third party. Such provision identifies the Board
of Directors of the Company (instead of, for example, the Chief Executive Officer or at a general meeting of the Company’s
shareholders) as the organ of the Company that can refer any claim or demand of the Company or against the Company to arbitration
and does not mandate or otherwise require arbitration in connection with any claim. Accordingly, the arbitration provision does
not alter, restrict, limit or effect, prima facie, the rights of an ADS holder or ordinary shareholder of the Company in any way.
Because the arbitration provision does not impact the rights of ADS holders or ordinary shareholders in any way, we believe that
additional disclosure in the Registration Statement is not appropriate.

Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C.

Boston
| Washington | New York | Stamford | Los Angeles | Palo Alto | San Diego | London

Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Page 2

We hope that the above response is acceptable
to the Staff. Please do not hesitate to call the undersigned at (212) 692-6732 with any comments or questions regarding this response
letter. We thank you for your time and attention.

Very truly yours,

/s/ Jeffrey P. Schultz

Jeffrey P. Schultz

June 30, 2018
Ascher Shmulewitz
Chief Executive Officer
Therapix Biosciences Ltd.
4 Ariel Sharon Street
HaShahar Tower, 16th Floor
Givatayim 5320047, Israel
Re:Therapix Biosciences Ltd.
Registration Statement on Form F-3
Filed June 20, 2018
File No. 333-225745
Dear Dr. Shmulewitz:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Registration Statement on Form F-3 filed June 20, 2018
Description of American Depositary Shares
Description of Ordinary Shares, page 15
1.We note the arbitration provision in Section 22(c)(3) of your Articles of
Association.  Please tell us whether this provision is intended to apply to claims brought
under the United States federal securities laws and whether it impacts the rights of ADS
holders.  In addition, please include disclosure about the provision and its impact in your
Description of American Depositary Shares and Description of Ordinary Shares, as
appropriate.

 FirstName LastNameAscher  Shmulewitz
 Comapany NameTherapix Biosciences Ltd.
 June 30, 2018 Page 2
 FirstName LastName
Ascher  Shmulewitz
Therapix Biosciences Ltd.
June 30, 2018
Page 2

            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 Irene Paik at 202-551-6553 or Erin Jaskot at 202-551-3442 with any other
questions.
Division of Corporation Finance
Office of Healthcare & Insurance

Mail Stop 4546
March 1 7, 2017

Dr. Elran Haber
Chief Executive Officer
Therapix Biosciences Ltd.
5 Azrieli Center (Square Tower)
Tel-Aviv 6702501, Israel

Re: Therapix Biosciences Ltd.
Amendment No. 7 to Registration Statement on Form F -1
Filed March 15 , 2017
 File No. 333 -214458

Dear Dr. Haber :

We have reviewed your amended registration statement  and have the following comment .
In some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.  If  you do not believe our comment  applies to your facts and
circumstances or d o 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 the comment, we may have additional comments.

Cover Page

1. We refer to your revised offering size and your revised price range.  Please update the fee
table to correspond to the new proposed maximum offering amount .

Business
Other Indications, page 53

2. We refer to the press release on your website indicating that y ou have entered into a
MOU with Rafa Laboratories to form a joint venture to research and develop a drug for
certain indications, and that both you and Rafa will invest seed capital in this venture.
Please update your disclosure to provide information reg arding the MOU, or
alternatively, explain the basis for your belief that the MOU is not material.

Dr. Elran Haber
Therapix Biosciences Ltd.
March 1 7, 2017
Page 2

 You may contact Keira Nakada at 202 -551-3659 or Mark Brunhofer at 202 -551-3638 if
you have questions regarding comments on the financial statements and rela ted matters.  Please
contact Dorrie Yale at 202 -551-8776 or me at 202 -551-3675 with any other questions .

Sincerely,
 /s/ Suzanne Hayes

 Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Oded Har -Even — Sullivan & Worcester LLP

CORRESP
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Laidlaw & Company (UK) Ltd.

March 20, 2017

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Washington, DC 20549

    Re:
    THERAPIX BIOSCIENCES LTD.

    Registration Statement on Form F-1 (Registration No.
    333-214458)

    Concurrence in Acceleration Request

Ladies and Gentlemen:

Laidlaw & Company
(UK) Ltd. (“Laidlaw”), as representative of the underwriters for the referenced offering, hereby concurs in
the request by Therapix Biosciences Ltd. that the effective date of the above-referenced registration statement be accelerated
to 4:30 p.m. (Eastern Time), or as soon as practicable thereafter, on March 21, 2017 pursuant to Rule 461 under the Securities
Act. Laidlaw affirms that it is aware of its obligations under the Securities Act in connection with this offering.

    Very truly yours,

    Laidlaw & Company (UK) Ltd.

    By:
    /s/ Hugh Regan

    Name: Hugh
    Regan
 Title: Executive Director

CORRESP
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Therapix Biosciences Ltd.

5 Azrieli Center (Square Tower)

Tel-Aviv 6702501, Israel

March 20, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    Therapix Biosciences Ltd. (CIK: 0001611746)

    Registration Statement No. 333-214458 on Form F-1 (the “Registration Statement”)

Ladies and Gentlemen:

Therapix Biosciences
Ltd. (the “Registrant”) hereby requests acceleration of the effectiveness of the above-referenced Registration
Statement pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), so that
it may become effective on March 21, 2017 at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable.

The Registrant understands
that the Commission will consider this request for acceleration of the effective date of the Registration Statement as a confirmation
of the fact that the Registrant is aware of its responsibilities under the Securities Act as they relate to the proposed public
offering of the securities specified in the Registration Statement.

    Very truly yours,

    Therapix Biosciences Ltd.

    By:
    /s/ Dr. Elran Haber

    Dr. Elran Haber, Chief Executive Officer

CORRESP
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Therapix
biosciences ltd.

5
Azrieli Center (Square Tower)

Tel
Aviv, 6702501 Israel

March
20, 2017

Via
EDGAR

Suzanne
Hayes, Assistant Director

Office
of Healthcare and Insurance

Securities
and Exchange Commission

100
F Street, NE

Washington,
DC 20549

    Re:
    Therapix
        Biosciences Ltd.

        Amendment
        No.7 to Registration Statement on Form F-1

        Filed
        March 15, 2017

        File
        No. 333-214458

        CIK
        No. 0001611746

Dear
Ms. Hayes:

The
purpose of this letter is to respond to your letter of March 17, 2017, regarding the abovementioned registration statement. For
your convenience, your original comments appear in bold text, followed by our response. On March 20, 2017, we filed Amendment
No. 8 to our registration statement on Form F-1. Page references in our responses are to the Amendment No. 8 to Form F-1.

Cover
Page

1.           We
refer to your revised offering size and your revised price range. Please update the fee table to correspond to the new proposed
maximum offering amount.

Response:
We have revised the fee table accordingly.

Business

Other
Indications, page 53

2.           We
refer to the press release on your website indicating that you have entered into a MOU with Rafa Laboratories to form a joint
venture to research and develop a drug for certain indications, and that both you and Rafa will invest seed capital in this venture.
Please update your disclosure to provide information regarding the MOU, or alternatively, explain the basis for your belief that
the MOU is not material.

Response:
We have revised our disclosure on page 53.

If
you have any questions or require additional information, please call our attorneys, Howard Berkenblit at (617) 338-2979 or Oded
Har-Even at (212) 660-5002, of Zysman, Aharoni, Gayer and Sullivan & Worcester LLP.

    Sincerely,

    THERAPIX
    BIOSCIENCES LTD.

    By:
    /s/
    Dr. Elran Haber

    Chief
    Executive Officer

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Therapix
biosciences ltd.

5
Azrieli Center (Square Tower)

Tel
Aviv, 6702501 Israel

March
14, 2016

Via
EDGAR

Suzanne
Hayes, Assistant Director

Office
of Healthcare and Insurance

Securities
and Exchange Commission

100
F Street, NE

Washington,
DC 20549

    Re:
    Therapix
        Biosciences Ltd.

        Amendment
        No.6 to Registration Statement on Form F-1

        Filed
        March 3, 2017

        File
        No. 333-214458

        CIK
        No. 0001611746

Dear
Ms. Hayes:

The
purpose of this letter is to respond to your letter of March 13, 2017, regarding the abovementioned registration statement. For
your convenience, your original comments appear in bold text, followed by our response. On March 14, 2017, we filed Amendment
No. 7 to our registration statement on Form F-1. Page references in our responses are to the Amendment No. 7 to Form F-1.

Prospectus
Summary

Our
Strategy, page 2

1.           We
note your disclosure on page 60 that your term sheet with Yissum regarding the license covering nasal delivery of cannabinoids
has expired, and that you are currently still in negotiations regarding a license agreement. Please clarify whether your strategy
of advancing an ultra-low dose cannabinoid therapy for the treatment of MCI utilizing nasal administration of dronabinol is dependent
on Yissum’s patent portfolio.

Response:
We have revised our disclosure on page 60 and also included an additional related risk factor on page 20.

Risks
Associated with Our Business, page 2

2.           Please
expand your fourth bullet to disclose that the Department of Administrative Enforcement of the ISA has petitioned for a decision
to prevent your Chairman from serving as an officer or director of a public company.

Response:
We have revised our disclosure on page 2.

Use
of Proceeds, page 40

3.           We
note your disclosure on page 53 that you recently announced your intention to initiate an additional program in the area of antibiotic
therapies. Please clarify whether any of the proceeds from this offering will be used for the development of this additional program.

Response:
None of the proceeds from this offering will be used for the development of this additional program. We have revised our disclosure
on page 53.

If
you have any questions or require additional information, please call our attorneys, Howard Berkenblit at (617) 338-2979 or Oded
Har-Even at (212) 660-5002, of Zysman, Aharoni, Gayer and Sullivan & Worcester LLP.

    Sincerely,

    THERAPIX
    BIOSCIENCES LTD.

    By:
    /s/
    Dr. Elran Haber

    Chief
    Executive Officer

2

Mail Stop 4546
March 13, 2017

Dr. Elran Haber
Chief Executive Officer
Therapix Biosciences Ltd.
5 Azrieli Center (Square Tower)
Tel-Aviv 6702501, Israel

Re: Therapix Biosciences Ltd.
Amendment No. 6  to Registration Statement on Form F -1
Filed March 3, 2017
 File No. 333 -214458

Dear Dr. Haber :

We have reviewed your amended registration statement  and have the following comment .
In some of our comments, we may ask you to provide us  with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.  If  you do not believe our 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 the comment, we may have additional comments.

Prospectus Summa ry
Our Strategy, page 2

1. We note your disclosure on page 60 that your term sheet with Yissum regarding the
license covering nasal delivery of cannabinoids has expired, and that you are currently
still in negotiations regarding a license agreement.  Please clarify whether your strategy
of advancing an ultra -low dose cannabinoid therapy for the treatment of MCI utilizing
nasal administration of dronabinol is dependent on Yissum’s patent portfolio.

Risks Associated with Our Business, page 2

2. Please expand you r fourth bullet to disclose that the Department of Administrative
Enforcement of the ISA has petitioned for a decision to prevent your Chairman from
serving as an officer or director of a public company.

Dr. Elran Haber
Therapix Biosciences Ltd.
March 13, 2017
Page 2

 Use of Proceeds, page 40

3. We note your disclosure o n page 53 that you recently announced your intention to initiate
an additional program in the area of antibiotic therapies.  Please clarify whether any of
the proceeds from this offering will be used for the development of this additional
program.

You may contact Keira Nakada at 202 -551-3659 or Mark Brunhofer at 202 -551-3638 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Dorrie Yale at 202 -551-8776 or me at 202 -551-3675 with any other questi ons.

Sincerely,

 /s/ Mary Beth Breslin for

 Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc:  Oded Har -Even — Sullivan & Worcester LLP

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Therapix Biosciences Ltd.

5 Azrieli Center (Square Tower)

Tel-Aviv 6702501, Israel

December 20, 2016

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    Therapix Biosciences Ltd. (CIK: 0001611746)

    Registration Statement No. 333-214458 on Form F-1 (the “Registration Statement”)

Ladies and Gentlemen:

Therapix Biosciences
Ltd. hereby withdraws its request submitted on December 16, 2016, for acceleration of the effectiveness of the above-referenced
Registration Statement pursuant to Rule 461 under the Securities Act of 1933, as amended.

    Very truly yours,

    Therapix Biosciences Ltd.

    By:
    /s/ Dr. Elran Haber

    Dr. Elran Haber, Chief Executive Officer

Mail Stop 4546
December 16, 2016

Dr. Elran Haber
Chief Executive Officer
Therapix Biosciences Ltd.
5 Azrieli Center (Square Tower)
Tel-Aviv 6702501, Israel

Re: Therapix  Biosciences Ltd.
Amendment No. 4  to Registration Statement on Form F -1
Filed December 15, 2016
 File No. 333 -214458

Dear Dr. Haber :

We have reviewed your amended registration statement  and have the following comment .
In some of our comments, we may  ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.  If  you do not believe our comment  applies to your facts an d
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 the comment, we may have additional comments.

Exhibit 5.1

1. The Underwriting Agreement and Warrant Agreement indicate they will be governed by
and construed in accordance with the laws of the State of New York.  Therefore, it is not
appropriate for the legal opinion to assume that the Company’s e xecution, delivery and
performance of these agreements do not violate New York law.  You may remove this
assumption and the statement that it expresses no opinion and makes no representation as
to any matter relating to the laws of any jurisdiction other t han the laws of the State of
Israel and have not made any investigation of the laws of any jurisdiction other than the
State of Israel.  Alternatively, you may rely on another opinion which states that these
agreements do not violate New York law.  If you choose to rely on another opinion, you
must clearly state that you relied on the other opinion for compliance with laws of New
York and the other opinion should cover these agreements and  clarify that the party
providing the first opinion may rely on the o pinion for the purpose of determining that
the agreements do not violate the laws of New York .

Dr. Elran Haber
Therapix Biosciences Ltd.
December 16, 2016
Page 2

 You may contact Keira Nakada at 202 -551-3659 or Mark Brunhofer at 202 -551-3638 if
you have questions regarding comments on the financial statements and related m atters.  Please
contact Dorrie Yale at 202 -551-8776 or me at 202 -551-3675 with any other questions .

Sincerely,

 /s/ Suzanne Hayes
 Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Oded Har -Even — Sullivan & Worcester LLP

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Therapix
Biosciences Ltd.

5
Azrieli Center (Square Tower)

Tel-Aviv
6702501, Israel

December
16, 2016

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    RE:
    Therapix
    Biosciences Ltd. (CIK: 0001611746)

    Registration
    Statement No. 333-214458 on Form F-1 (the “Registration Statement”)

Ladies
and Gentlemen:

Therapix
Biosciences Ltd. (the “Registrant”) hereby requests acceleration of the effectiveness of the above-referenced
Registration Statement pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”),
so that it may become effective on December 20, 2016 at 5:00 p.m., Eastern Time, or as soon thereafter as is practicable.

The
Registrant understands that the Commission will consider this request for acceleration of the effective date of the Registration
Statement as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act as they
relate to the proposed public offering of the securities specified in the Registration Statement.

    Very
    truly yours,

    Therapix
    Biosciences Ltd.

    By:
    /s/
    Dr. Elran Haber

    Dr.
    Elran Haber, Chief Executive Officer

CORRESP
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December
16, 2016

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Washington,
DC 20549

    Re:
    THERAPIX
    BIOSCIENCES LTD.

    Registration Statement
    on Form F-1 (Registration No. 333-214458)

    Concurrence in
    Acceleration Request

Ladies
and Gentlemen:

H.C.
Wainwright & Co., LLC (“Wainwright”), as representative of the underwriters for the referenced offering,
hereby concurs in the request by Therapix Biosciences Ltd. that the effective date of the above-referenced registration statement
be accelerated to 5:00 p.m. (Eastern Time), or as soon as practicable thereafter, on December 20, 2016, pursuant to Rule 461 under
the Securities Act. Wainwright affirms that it is aware of its obligations under the Securities Act in connection with this offering.

    Very truly yours,

    H.C. WAINWRIGHT & CO., LLC

    By:
    /s/
    Mark W. Viklund

    Name:
    Mark W. Viklund

 Title: Chief Executive Officer

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Therapix Biosciences Ltd.

5 Azrieli Center (Square Tower)

Tel-Aviv 6702501, Israel

December 15, 2016

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    Therapix Biosciences Ltd. (CIK: 0001611746)

    Registration Statement No. 333-214458 on Form F-1 (the “Registration Statement”)

Ladies and Gentlemen:

Therapix Biosciences
Ltd. hereby withdraws its request submitted on December 13, 2016, for acceleration of the effectiveness of the above-referenced
Registration Statement pursuant to Rule 461 under the Securities Act of 1933, as amended.

    Very truly yours,

    Therapix Biosciences Ltd.

    By:
    /s/ Dr. Elran Haber

    Dr. Elran Haber, Chief Executive Officer

CORRESP
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Therapix Biosciences Ltd.

5 Azrieli Center (Square Tower)

Tel-Aviv 6702501, Israel

December 13, 2016

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    Therapix Biosciences Ltd. (CIK: 0001611746)

    Registration Statement No. 333-214458 on Form F-1 (the “Registration Statement”)

Ladies and Gentlemen:

Therapix Biosciences
Ltd. (the “Registrant”) hereby requests acceleration of the effectiveness of the above-referenced Registration
Statement pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), so that
it may become effective on December 15, 2016 at 5:00 p.m., Eastern Time, or as soon thereafter as is practicable.

The Registrant understands
that the Commission will consider this request for acceleration of the effective date of the Registration Statement as a confirmation
of the fact that the Registrant is aware of its responsibilities under the Securities Act as they relate to the proposed public
offering of the securities specified in the Registration Statement.

    Very truly yours,

    Therapix Biosciences Ltd.

    By:
    /s/
Dr. Elran Haber

    Dr. Elran Haber, Chief Executive Officer

CORRESP
1
filename1.htm

December 13, 2016

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Washington, DC 20549

    Re:
    THERAPIX BIOSCIENCES LTD.

    Registration Statement on Form F-1 (Registration No. 333-214458) -

    Concurrence in Acceleration Request

Ladies and Gentlemen:

H.C. Wainwright & Co.,
LLC (“Wainwright”), as representative of the underwriters for the referenced offering, hereby concurs in the
request by Therapix Biosciences Ltd. that the effective date of the above-referenced registration statement be accelerated to 5:00
p.m. (Eastern Time), or as soon as practicable thereafter, on December 15, 2016, pursuant to Rule 461 under the Securities Act.
Wainwright affirms that it is aware of its obligations under the Securities Act in connection with this offering.

    Very truly yours,

    H.C. WAINWRIGHT & CO., LLC

    By:
    /s/ Mark W. Viklund

    Name: Mark W. Viklund
Title: Chief Executive
Officer

CORRESP
1
filename1.htm

Therapix
biosciences ltd.

5
Azrieli Center (Square Tower)

Tel
Aviv, 6702501 Israel

December
5, 2016

Via
EDGAR

Suzanne
Hayes, Assistant Director

Office
of Healthcare and Insurance

Securities
and Exchange Commission

100
F Street, NE

Washington,
DC 20549

    Re:
    Therapix
                                         Biosciences Ltd.

        Amendment
        No.1 to Registration Statement on Form F-1

        Submitted
        November 23, 2016

        File
        No. 333-214458

        CIK
        No. 0001611746

Dear
Ms. Hayes:

The
purpose of this letter is to respond to your letter of December 2, 2016, regarding the abovementioned registration statement.
For your convenience, your original comments appear in bold text, followed by our response. On December 5, 2016, we filed an amendment
to our registration statement on Form F-1. Page references in our responses are to the amended Form F-1.

The
Offering, page 4

1.            We
refer to your statement that the ADSs and the warrants will be issued and sold in equal proportion. We also note that the overallotment
option is for additional ADSs “and/or additional warrants.” Please clarify whether the overallotment ADSs and warrants
would also be issued in equal proportion.

Response:
We have revised our disclosure on pages 4 and 114 to clarify that the underwriters may exercise the overallotment option
with respect to the ADSs only, the warrants only, or a combination thereof.

Capitalization,
page 41

2.            It
appears from disclosure on page 104 that the anti-dilution provisions of your warrants to be issued in this offering may violate
the fixed-for-fixed notion inherent in paragraph 11 of IAS 32 in order to classify these warrants in equity. Please provide us
your analysis of all of the provisions of your warrants as to whether they qualify for equity or liability classification and
reference for us the authoritative literature you rely upon to support your position. To the extent these warrants will be liability
classified, please revise your pro forma capitalization presentation to separately classify the estimated fair value of these
warrants as liabilities.

Response:
We have removed the anti-dilution provisions from the warrants. We have revised our disclosure on page 104 accordingly.

Notwithstanding the foregoing, we have concluded that pursuant
to IAS 32, the warrants to be issued in this offering should be classified as a financial liability due to the cashless exercise
mechanism and the exercise price of the warrants.

Cashless Exercise

The warrants will contain a cashless exercise mechanism. IAS 32.11(b)(ii),
with respect to financial liabilities, states that a contract that will or may be settled in the entity's own equity instruments
and is a derivative that will or may be settled other than by the exchange of a fixed amount of cash or another financial asset
for a fixed number of the entity’s own equity instruments is a financial liability.

According to IAS 32.AG27(d), a contract that will be settled in
a variable number of the entity's own shares whose value equals a fixed amount or an amount based on changes in an underlying variable
is a financial asset or financial liability. Such a contract is a financial asset or financial liability even if the underlying
variable is the entity's own share price.

In a cashless exercise, the difference between the value of the
fixed number of warrants to be delivered by the issuer and the fixed amount of cash to be paid by the warrant holder will be settled
net by the issuer through the transfer of a number of ADSs equal to the difference. As the number of ADSs to be transferred will
vary depending on the underlying value of the ADSs, this meets the definition of a financial liability as described above. IAS
32.IE19 also contains an example of the classification as a financial liability of a derivative (option) with a net share settlement.

Exercise Price

An additional reason that the warrants should be classified as
a financial liability is due to the fact that the warrants have an exercise price denominated in U.S. dollars, whereas our
functional currency is New Israel Shekels.

In April 2005, the IFRS Interpretations Committee considered situations
in which contracts require an entity to issue a fixed number of equity instruments in exchange for a fixed amount of cash denominated
in a currency other than the entity's functional currency. The Committee noted that although this matter was not directly addressed
in IAS 32, it was clear that, when the question is considered in conjunction with guidance in other Standards, particularly IAS
39, any obligation denominated in a foreign currency represents a variable amount of cash. Consequently, the Committee concluded
that a contract settled by an entity delivering a fixed number of its own equity instruments in exchange for a fixed amount of
foreign currency should be classified as a financial liability.

We have revised our pro forma capitalization presentation to reflect the foregoing.

Description
of American Depositary Shares and Warrants

Warrants
to be Issued as Part of this Offering, page 104

3.            We
refer to your statement that unless otherwise specified in the warrant, the holder will not have the right to exercise (in whole
or in part) if, after giving effect to the exercise, the holder would beneficially own in excess of 4.99% of your ordinary shares
outstanding. Please add a risk factor discussing this limitation. Please also tell us the significance for this threshold.

Response:
We have added a risk factor in response to the Staff's comment on page 28. In addition, we have revised our disclosure on page
104 to clarify that holders may increase or decrease such percentage to any other percentage not in excess of 9.99% upon at
least 61 days' prior notice.

The
significance of this limitation is that it provides a mechanism in which investors can  stay below the beneficial ownership
thresholds of Section 13 and/or Section 16, as applicable, of the Securities Exchange Act of 1934, as amended.

***

    2

If
you have any questions or require additional information, please call our attorneys, Howard Berkenblit at (617) 338-2979 or Oded
Har-Even at (212) 660-5002, of Zysman, Aharoni, Gayer and Sullivan & Worcester LLP.

    Sincerely,

    THERAPIX
    BIOSCIENCES LTD.

    By:
    /s/
    Dr. Elran Haber

    Chief
    Executive Officer

3

Mail Stop 4546
December 2 , 2016

Dr. Elran Haber
Chief Executive Officer
Therapix Biosciences Ltd.
5 Azrieli Center (Square Tower)
Tel-Aviv 6702501, Israel

Re: Therapix  Biosciences Ltd.
Amendment No. 1 to Registration Statement on Form F -1
Filed November 23, 2016
 File No. 333 -214458

Dear Dr. Haber :

We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 the comments, we may have additional commen ts.  Unless we note
otherwise, our references to prior comments are to comments in our November 14, 2016 letter .

The Offering, page 4

1. We refer to your statement that the ADSs and the warrants will be issued and sold in
equal proportion.  We also note that the overallotment option is for additional ADSs
“and/or additional warrants.”  Please clarify whether the overallotment ADSs and
warrants would also be issued in equal proportion .

Capitalization, page 41

2. It appears from disclosure on page 104 that t he anti -dilution provisions of your warrants
to be issued in this offering may violate the fixed -for-fixed notion inherent in paragraph
11 of IAS 32 in order to classify these warrants in equity.  Please provide us your analysis
of all of the provisions of  your warrants as to whether they qualify for equity or liability
classification and reference for us the authoritative literature you rely upon to support

Dr. Elran Haber
Therapix Biosciences Ltd.
December 2 , 2016
Page 2

 your position.  To the extent these warrants will be liability classified, please revise your
pro fo rma capitalization presentation to separately classify the estimated fair value of
these warrants as liabilities .

Description of American Depositary Shares and Warrants
Warrants to be Issued as Part of this Offering, page 104

3. We refer to your statement t hat unless otherwise specified in the warrant, the holder will
not have the right to exercise (in whole or in part) if, after giving effect to the exercise,
the holder would beneficially  own in excess of 4.99% of your ordinary shares
outstanding.  Please a dd a risk factor discussing this limitation.  Please also tell us the
significance for this threshold.

You may contact Keira Nakada at 202 -551-3659 or Mark Brunhofer at 202 -551-3638 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Dorrie  Yale at 202 -551-8776 or me at 202 -551-3675 with any other questions .

Sincerely,

/s/ Suzanne Hayes
 Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Oded Har -Even — Sullivan & Worcester LLP

CORRESP
1
filename1.htm

 Therapix
biosciences ltd.

5 Azrieli Center (Square Tower)

Tel Aviv, 6702501 Israel

November 23, 2016

Via EDGAR

Suzanne Hayes, Assistant Director

Office of Healthcare and Insurance

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

    Re:

        Therapix Biosciences Ltd.

        Registration Statement on Form F-1

        Filed November 4, 2016

        File No. 333-214458

Dear Ms. Hayes:

The purpose of this letter is to respond
to your letter of November 14, 2016, regarding the abovementioned registration statement. For your convenience, your original comments
appear in bold text, followed by our response. On November 23 2016, we filed an amendment to the registration statement on Form
F-1. Page references in our responses are to the amended Form F-1.

Risk Factors, page 23

1.            We
note that you have deleted your risk factor on page 36 regarding the potential difficulty in enforcing a U.S. judgment against
the company and its officers and directors because the company is incorporated in Israel and the senior management and directors
are located in Israel. Please revise your disclosure to include this risk factor or tell us why you believe the risk is not material
to a potential investor.

Response:
The above referenced risk factor was deleted to avoid repetitive disclosure. Substantially the same risk factor appears on page
34.

General

2.            Please
reconcile your disclosure on your website and your disclosure in the registration statement regarding the status of your request
to the FDA for orphan drug designation for THX-TS01 for the treatment of TS.

Response:
We have revised the disclosure in our registration statement to more closely reflect the language in the FDA’s letter as
follows:

“In
a letter dated September 29, 2016, the FDA informed us that our request cannot be granted
at this time, and is being held in abeyance until and subject to us providing the FDA additional information pertaining to the
overall prevalence of TS in both children and adults, and further clinical data to support our scientific rationale for our request
for orphan drug designation within 12 months. We intend to respond within the 12 month period, or during any extension thereof.”

We have reconciled
the disclosure in our website to be consistent with the revised language included in our registration statement.

Suzanne Hayes, Assistant Director

Office of Healthcare and Insurance

Securities and Exchange Commission

November 22, 2016

Page 2

3.            We
note that you have made available an investor presentation dated July 2016 on your website. Please tell us why this presentation
is consistent with Section 5 of the Securities Act, including any applicable safe harbor rules. We may have further comments upon
review of your response.

Response: We do not believe
that the above-mentioned presentation is an offer under Section 5 of the Securities Act, nor does it constitute a prospectus as
contemplated by such Section. Rather, the presentation represents the regular release of factual information about us, as described
below. Furthermore, under general securities law principles and the Staff’s long-standing interpretive guidance, the regular
release of material information in the ordinary course is not an offer. We note that the above mentioned presentation was posted
on our website in July 2016, approximately one month before we confidentially submitted our first draft registration statement
to the Commission. The presentation was posted on our website after we publicly filed such presentation with the Tel Aviv Stock
Exchange. Previous versions of this presentation were also filed publicly in Israel on May 8, 2014, January 14, 2015, and September
6, 2015. The posting of the presentation to our website was done in the normal course of our business, consistent with past practice,
and for investors in Israel, without a view to the current offering. Furthermore, we intended that the presentation be used only
for informational purposes and not to promote our securities. The presentation contains no financial information about the company
and no mention of the current offering or any other capital raising activities or plans. The presentation was not used in any way
in connection with the currently contemplated offering.

Additionally, the Staff has long recognized
the value of, and the obligation of reporting issuers to release, ongoing communications into the market. While we are not currently
a reporting issuer in the United States, similar principles and laws apply in Israel, where we are currently subject to disclosure
duties under Israeli securities laws and regulations. The filing of such a presentation with the Tel Aviv Stock Exchange is a common
practice in Israel, and in some instance would be required under law. For example, public filing of the presentation would be required
in Israel prior to using the presentation at an investors’ conference, or otherwise prior to showing the presentation to
potential investors or analysts. Rule 12g3-2(b) under the Exchange Act exempts certain foreign private issuers, such as us, from
having to register a class of equity securities under Section 12(g) of the Exchange Act. In order to claim the Rule 12g3-2(b) exemption,
we are required to make certain electronic disclosure requirements, including publishing in English, on our website information
that has been made public or was required to be made public pursuant to the laws of our home country. Accordingly, we believe that
the posting of the presentation on our website was done in accordance with Rule 12g3-2(b), and the required disclosure should not
be considered an offer. In general, in the face of a collision between the requirements of the Exchange Act and those of the Securities
Act, the Exchange Act’s ongoing disclosure requirements should prevail over the Securities Act’s close regulation of
offers. As the SEC has explained, “We do not believe that it is beneficial to investors or the markets to force reporting
issuers to suspend their ordinary course communications of regularly released information that they would otherwise choose to make
because they are raising capital in a registered offering.”

Furthermore, we believe that the posting
of the presentation on our website should be covered by Rule 168 and Rule 169 under the Securities Act. Although the safe harbor
provided under Rule 168 under the Securities Act is generally not available to a non-reporting issuer, we note that we are subject
to reporting obligations as a publicly traded company in Israel. Accordingly, we believe that safe harbor under Rule 168 should
extend to us as well. Consistent with that safe harbor, the presentation contains only factual business information or forward-looking
information that we have regularly released on a consistent basis, as detailed above. Further, we are not an investment company
or business development company. We also believe that we meet the safe harbor provided under Rule 169 with respect to historical
information, and note that the only forward looking information in the presentation relates to our development plans, which are
fundamental to an understanding of the other factual information contained in the presentation.

For the avoidance of doubt and confusion,
and since the information contained in the presentation is no longer current, we have removed the presentation from our website.

***

Suzanne Hayes, Assistant Director

Office of Healthcare and Insurance

Securities and Exchange Commission

November 22, 2016

Page 3

If you have any questions or require
additional information, please call our attorneys, Robert Condon at (212) 660-3049 or Oded Har-Even at (212) 660-5002, of Zysman,
Aharoni, Gayer and Sullivan & Worcester LLP.

    Sincerely,

    THERAPIX BIOSCIENCES LTD.

    By:
    /s/ Dr. Elran Haber

    Chief Executive Officer

Mail Stop 4546
November 14, 2016

Dr. Elran Haber
Chief Executive Officer
Therapix Biosciences Ltd.
5 Azrieli Center (Square Tower)
Tel-Aviv 6702501, Israel

Re: Therapix  Biosciences Ltd.
Registration Statement on Form F -1
Filed November 4, 2016
 File No. 333 -214458

Dear Dr. Haber :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with  information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not be lieve 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 these  comments, we may have  additional comments.

Risk Factors, page 7

1. We note that you have deleted your risk factor on page 36 regarding the potential
difficulty in enforcing a U.S. judgment against the company and its officers and directors
because the company is incorporated in Israel and the senior management and direct ors
are located in Israel.  Please revise your disclosure to include this risk factor or tell us
why you believe the risk is not material to a potential investor .

General

2. Please reconcile your disclosure on your website and your disclosure in the registr ation
statement regarding the status of your request to the FDA for orphan drug designation for
THX -TS01 for the treatment of TS.

Dr. Elran H aber
Therapix Biosciences Ltd.
November 14, 2016
Page 2

 3. We note that you have made available an investor presentation dated July 2016 on your
website.  Please tell us why this prese ntation is consistent with Section 5 of the Securities
Act, including any applicable safe harbor rules.  We may have further comments upon
review of your response.

We remind you that the company and its management are responsible for the accuracy
and adeq uacy 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.

You may contact Keira Nakada at 202 -551-3659 or Mark Brunhofer at 202 -551-3638 if
you have questions regarding comments on the financial statements a nd related matters.  Please
contact Dorrie Yale at 202 -551-8776 or me at 202 -551-3675 with any other questions .

Sincerely,
 /s/ Suzanne Hayes

 Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Oded Har -Even — Sullivan & Worcester LLP

CORRESP
1
filename1.htm

Therapix
biosciences ltd.

5 Azrieli Center (Square Tower)

Tel Aviv, 6702501 Israel

November 4, 2016

Via EDGAR

Suzanne Hayes, Assistant Director

Office of Healthcare and Insurance

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

    Re:
    Therapix Biosciences Ltd.

Draft Registration
Statement on Form F-1

Submitted October
7, 2016

CIK No. 0001611746

Dear Ms. Hayes:

The purpose of this letter is to respond
to your letter of October 21, 2016, regarding the abovementioned registration statement. For your convenience, your original comments
appear in bold text, followed by our response. On November 4, 2016, we publically filed a registration statement on Form F-1. Page
references in our responses are to the Form F-1.

Risk Factors

Actual or perceived conflicts
of interest may exist with respect to intellectual property rights that we license from an entity controlled by our Chairman, page
23

1.            We
note your response to comment 7. However, your revised disclosure addresses potential conflicts of interest if there are disputes
with Dekel and does not acknowledge the conflicts that existed when you entered into the agreement with Dekel in June 2015. Please
revise the discussion to acknowledge the conflict of interest and describe the potential consequences.

Response: We have revised our
disclosure on page 23.

Capitalization, page 41

2.            Refer
to the changes you made in response to previous comment 10 and address the following:

·
Tell us why you continue to present current liabilities here when capitalization normally includes only long-term debt
and other long-term obligations; and

·
Revise to present NIS accumulated loss in parentheses.

Response: We have revised our
disclosure on page 41.

Management’s Discussion and Analysis of Financial Condition
and Results of Operations

Liquidity and Capital Resources

Contractual Obligations, page
51

3.            Refer
to your response to previous comment 21. Please provide disclosure that explains the types of expenses included in “license
agreements” and indicate the aggregate amount of milestone payments you may be obligated to make under all the license agreements.

Response: We have revised our disclosure on page 23.

Business

Overview, page 52

Suzanne Hayes, Assistant Director

Office of Healthcare and Insurance

Securities and Exchange Commission

November 4, 2016

Page 2

4.            We
note that your belief that sublingual and nasal administration of dronabinol is safe and effective appears to be based on preclinical
studies and the fact that the use of dronabinol is FDA approved for other indications. Please note that safety and efficacy is
solely an FDA determination. Please delete the statements related to your belief that the administration is safe and effective.
Additionally, include a risk factor disclosing that the use of dronabinol has been associated with seizures, paranoia, rapid heart
rate and unusual thoughts and behaviors.

Response: We have revised our
disclosure on pages 13 and 52.

Clinical Strategy and Preclinical
Results, page 56

5.            We
refer to your expanded discussion on the section 505(b)(2) regulatory pathway in response to our prior comment 12. As previously
requested, please also identify and describe the studies and results you intend to rely on, including the identification of the
parties that performed the studies.

Response: We have revised our
disclosure on page 56.

Intellectual Property, page 58

6.            We
note your disclosure on page 19 indicating that you have a license agreement with Yissum. Please update this discussion accordingly.
Please also file the license agreement as an exhibit.

Response: We have revised our
disclosure on page 19 and elsewhere to clarify that we do not have a license agreement with Yissum, but rather have entered into
a binding term sheet with Yissum, which the we and Yissum have agreed to extend until November 25, 2016.

7.            We
acknowledge your response to our prior comment 23. The identity to the party of a material agreement is not appropriate for confidential
treatment. As previously requested, please identify the party to the agreement and the indication you plan to address using this
technology. In addition, if known, please disclose the timing of the PK/bioavailability study.

Response: We have revised our
disclosure on page 60.

Noted to Interim Consolidated Financial Statements

Note 3: Events During the Reporting
Period, page F-65

8.            Please
revise subnote j. on page F-67 to clarify whether you have signed a license agreement with Yissum as you disclose in a risk factor
on page 19 that you have exclusively licensed six patents from them. In addition, please disclose the aggregate amount of milestone
payments you may be obligated to make under your arrangement with Yissum, and include this obligation in a footnote to your contractual
obligations table on page 51 and the discussion of your licensed patents and patent applications on page 59.

Response: We have revised the
note on page F-67 to clarify that we do not have a signed license agreement with Yissum. We have also revised our disclosure on
page 60.

Suzanne Hayes, Assistant Director

Office of Healthcare and Insurance

Securities and Exchange Commission

November 4, 2016

Page 3

***

If you have any questions or require
additional information, please call our attorneys, Robert Condon at (212) 660-3049 or Oded Har-Even at (212) 660-5002, of Zysman,
Aharoni, Gayer and Sullivan & Worcester LLP.

    Sincerely,

    THERAPIX BIOSCIENCES LTD.

    By:
    /s/ Dr. Elran Haber

    Chief Executive Officer

Mail Stop 4 546
Octo ber 21, 2016

Dr. Elran Haber
Chief Executive Officer
Therapix Biosciences Ltd.
5 Azrieli Center (Square Tower)
Tel-Aviv 6702501, Israel

Re: Therapix Biosciences Ltd.
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted October 7,  2016
  CIK No. 0001611746

Dear Dr. Haber :

We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better underst and your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to y our facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration  statement, we may have additional
comments .

Risk Factors
Actual or perceived conflicts of interest may exist with respect to intellectual property rights that
we license from an entity controlled by our Chairman, page 23

1. We note your response to comme nt 7.  However, your revised disclosure addresses
potential conflicts of interest if there are disputes with Dekel and does not acknowledge
the conflicts that existed when you entered into the agreement with Dekel in June 2015.
Please revise the discussio n to acknowledge the conflict of interest and describe the
potential consequences.

Dr. Elran Haber
Therapix  Biosciences Ltd.
Octo ber 21, 2016
Page 2

 Capitalization, page 41

2. Refer to the changes you made in response to previous comment 10 and address the
following:
 Tell us why you continue to present current liabiliti es here when capitalization
normally includes only long -term debt and other long -term obligations; and
 Revise to present NIS accumulated loss in parentheses.

Management’s Discussion and Analysis of Financial Condition and Results of Operations
Liquidity a nd Capital Resources
Contractual Obligations, page 51

3. Refer to your response to previous comment 21.  Please provide disclosure that explains
the types of expenses included in “license agreements” and indicate the aggregate amount
of milestone payments yo u may be obligated to make under all the license agreements.

Business
Overview, page 52
4. We note that your belief that sublingual and nasal administration of dronabinol  is safe
and effective appears to be based on preclinical studies and the fact that the use of
dronabinol is FDA approved for other indications.  Please note that safety and efficacy is
solely an FDA determination.  Please delete the statements related to your belief that the
administration is safe and effective.  Additionally, include a risk factor disclosing that the
use of dronabinol has been associated with seizures, paranoia, rapid heart rate and
unusual thoughts and behaviors.

Clinical Strategy and P reclinical Results, page 56

5. We refer to your expanded discussion on the section 505(b)(2) regulatory pathway in
response to our prior comment 12.  As previously requested, please also identify and
describe the studies and results you intend to rely on, in cluding the identification of the
parties that performed the studies.

Intellectual Property, page 58

6. We note your disclosure on page 19 indicating that you have a license agreement with
Yissum.  Please update this discussion accordingly.   Please also fil e the license
agreement as an exhibit.

7. We acknowledge your response to our prior comment 23.  The identity to the party of a
material agreement is not appropriate for confidential treatment.  As previously
requested, please identify the party to the agree ment and the indication you plan to

Dr. Elran Haber
Therapix  Biosciences Ltd.
Octo ber 21, 2016
Page 3

 address using this technology.  In addition, if known, please disclose the timing of the
PK/bioavailability study.

Noted to Interim Consolidated Financial Statements
Note 3:  Events During the Reporting Period, page F -65

8. Please revise subnote j. on page F -67 to clarify whether you have signed a license
agreement with Yissum as you disclose in a risk factor on page 19 that you have
exclusively licensed six patents from them.  In addition, please disclose the aggregate
amount of milestone payments you may be obligated to make under  your arrangement
with Yissum, and i nclude this obligation in a footnote to your contractual obligations
table on page 51 and the discussion of your licensed patents and patent applications on
page 59.

You may contact Keira Nakada at 202 -551-3659 or Mark Brunhofer at 202 -551-3638  if
you have questions regarding comments on the financial statements and related matters.  Please
contact Dorrie Yale  at 202-551-8776 or me at 202-551-3675  with any oth er questions.

Sincerely,

 /s/ Suzanne Hayes

 Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Oded Har -Even  — Sullivan & Worcester LLP

Mail Stop 4 546
September 8, 2016

Dr. Elran Haber
Chief Executive Officer
Therapix Biosciences Ltd.
5 Azrieli Center (Square Tower)
Tel-Aviv 6702501, Israel

Re: Therapix Biosciences Ltd.
Draft Registration Statement on Form F-1
Submitted August 9, 2016
  CIK No. 0001611746

Dear Dr. Haber :

We have reviewed your draft registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumst ances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have additional
comments.

Table of Contents, page i

1. Your statements in the penultimate paragraph on this page that you have not verified the
third party information regarding market and industry data imply a disclaimer of
responsibility with respect to the third party information.  Please either delete these
statements or specifically state that you are liable for the information related to the
market and industry data.

Prospectus Summary
Our Company, page 1

2. At their first use, please describe in layma n’s terms the meaning of “nuclear factor
agonists,” “endocannabinoid system,” and “bioavailability.”

Dr. Elran Haber
Therapix Biosciences Ltd.
September 8, 2016
Page 2

 3. Please explain the basis for your belief that sublingual and nasal administration of
dronabinol are safe and effective delivery methods that will enhance t he bioavailability of
an ultra -low dose dronabinol.

Implications of Being an Emerging Growth Company, page 2

4. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

Risk Factors
Risks Related to Our Financial Condition and Capital Requirements
We are a development -stage specialty pharmaceutical company. . ., page 5

5. Please expand the discussion to disclose that your audit report indicates there is
substantial doubt about your ability  to continue as a going concern, and that you have
only been focused on developing drugs based on cannabinoid molecules since August
2015.  Additionally, given the uncertainty related to clinical trials please revise the phrase
“until we are able to successfully commercialize our product candidates” to clarify that
you might not be able to commercialize your product candidates at all.

Risks Related to Our Reliance on Third Parties
We are subject to numerous complex regulations. . ., page 12

6. We note your statements on pages 54 -55 regarding the regulations of the U.S. DEA
regarding dronabinol, the active ingredient in your product candidates.  Please expand
your disclosure in this risk factor to disclose that dronabinol is a Schedule I controlled
substance, meaning that any drug containing it cannot be marketed before i t is
rescheduled by the DEA as a Schedule II, III, IV or V substance.

Risks Related to Our Business Operations

7. We note your disclosure on page 78 that your chairman, Dr. Ascher Shmulewitz, controls
Dekel, an Israeli company with which you have a licensing agreement.  Please add a risk
factor discussing any specific potential conflicts of interest.

We manage our business through a small number of employees. . ., page 20

8. Based on your disclosures on page 61, it appears that your chief financial of ficer and
chief strategy officer are part -time employees with other engagements.  If true, please
expand your disclosure in this risk factor to specifically indicate that these two
individuals work for you on a part -time basis, and state the amount of time  they devote to
your business activities.

Dr. Elran Haber
Therapix Biosciences Ltd.
September 8, 2016
Page 3

 Use of Proceeds, page 31

9. Please clarify whether you expect the allocated proceeds will be sufficient for you to
complete the two Phase II trials for your Joint Pharma program and the Phase IIa trial for
your Brain Bright Pharma program.

Capitalization, page 32

10. Please address the following comments regarding your capitalization table:
 Tell us why it is appropriate to include total liabilities in your table when it appears
that you have no long -term debt or other lo ng-term liabilities
 Revise your table so that total capitalization foots from the information you present.
In this regard, it appears from your balance sheet on page F -54 that you do not
present non -controlling interests in the table.
 Revise to present ne gative numbers in parentheses.

Selected Financial Data, page 33

11. Please provide the exchange rate of the U.S. dollar and NIS for the latest practicable date
and revise your table at the bottom of page 34 to disclose the high and low exchange rates
for ea ch month during the previous six months.  In addition, please revise the first table
on page 34 to show the average exchange rate for the most recent five years and any
subsequent interim period for which you are presenting financial statements.  Refer to
Item 4 of Form F -1 and Item 3.A.3 of Form 20 -F.

Business
Overview, page 42

12. We refer to your statements on page 43 and elsewhere that you intend to pursue a section
505(b)(2) regulatory pathway, and that this path may expedite the development of your
programs.  Please expand your explanation of this process to identify and describe the
studies and results you intend to rely on, including the identification of the parties that
performed the studies.  Additionally, describe the requirements you must sati sfy in order
to rely on the Section 505(b)(2) pathway.

13. We note that you announced in June 2016 that you had filed an application with the FDA
for orphan drug designation for THX -TS01.  Please revise your disclosure in this section
and elsewhere as appropr iate to include a discussion regarding this application, and
describe any communications you have had with the FDA regarding the application .

Clinical Strategy, page 46

14. Please disclose any serious adverse effects related to your product candidates.

Dr. Elran Haber
Therapix Biosciences Ltd.
September 8, 2016
Page 4

 15. Please provide additional disclosure regarding the preclinical trials that you have
completed for THX -TS01, including a description of the trials and the results.

16. Please disclose whether you have submitted an IND for the THX -TS01 Phase IIa trial,
and if not, when you expect to do so.

17. For each of the Phase II trials for THX -TS01 that you intend to conduct, please disclose
the number of participants you expect to have, and how long you expect the trial to take,
including the enrollment process.

18. Please describe  the preclinical data supporting use of an ultra -low dose of dronabinol to
improve cognitive abilities, including the source of the data.

Intellectual Property
In-Licensed Patents and Patent Applications, page 47

19. Please revise the description of your agr eement with Dekel to quantify the “medial
double digit rate” within a ten point range.  Similarly, revise the description of your
agreement with Ramot.

20. We refer to your disclosure in the first paragraph on page 48 regarding your agreement
with Ramot.  Ple ase clarify whether you expect the exclusivity period under the
agreement to end at the same time as the patent expiration date.  If you expect the
exclusivity period to end at an earlier date, please disclose such earlier date.

21. Please disclose the aggregate amount of milestone payments you may be obligated to
make under your agreement with Ramot.  In addition, to the extent applicable, please
disclose your financial obligations under all the license agreements within the contract ual
obligations table or in the note therein on page 41.

22. Please revise your disclosure regarding your term sheet with Yissum to disclose the
potential aggregate milestone payments to be paid under the arrangement.  Additionally,
you state that you will p ay Yissum a medial single -digit royalty upon commercialization
but that the royalty rates will decrease upon certain occurrences but will be capped by a
medial double -digit rate.  It is unclear how the royalty rate begins as a single digit rate
and then de creases but is capped with a double digit rate.  Please revise to disclose the
applicable royalty rates within a ten point range and clearly explain how the rate will
change depending on certain factors.

23. Please revise to identify the other pharmaceutical company that is a party to the June
2016 binding term sheet and identify the indication you plan to address using this
technology.

Dr. Elran Haber
Therapix Biosciences Ltd.
September 8, 2016
Page 5

 Out-licensing of intellectual property assets, page 48

24. Please describe the material terms of your agreement with Karma Lin k, including the
purchase price and the applicable royalty rates, within a ten point range.

Legal Proceedings, page 59

25. We refer to your discussion in the first paragraph of this section.  Please expand your
disclosure to explain the nature of this inquiry.

Beneficial Ownership of Principal Shareholders and Management, page 78

26. Please identify the investor in the equity investment described in the last bullet on page
79.  Refer to Item 4 of Form F -1 and Item 7.A. of Form 20 -F.

Description of Share Capital, page 81

27. Please clarify whether the amounts in the third and fourth paragraphs on this page are
reflected on a post -reverse stock split basis.

28. We refer to the fourth paragraph in this section.  Please clarify whether any of the
warrants and options referenced in this paragraph remains unexercised and unexpired,
and if so, please state the amount and terms of such securities.  Please also clarify
whether these amounts include any warrants and options that expired unexercised, and if
so, such a mounts.

Underwriting, page 100

29. Please identify the lead underwriter(s) on the prospectus cover page and revise this
discussion to provide the information required by Item 508 of Regulation S -K.  Please
note that we may defer further review of any amendment to your registration st atement
that does not include the name(s) of the lead underwriter(s).

Dr. Elran Haber
Therapix Biosciences Ltd.
September 8, 2016
Page 6

 You may contact Keira Nakada at 202 -551-3659 or Mark Brunhofer at 202 -551-3638  if
you have questions regarding comments on the financial statements and related matters.  Please
contac t Dorrie Yale  at 202-551-8776 or me at 202-551-3675  with any other questions.

Sincerely,

 /s/ Suzanne Hayes

 Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Oded Har -Even  — Sullivan & Worcester LLP