SciSparc Ltd美股招股说明书(2025-07-21版)

You are cordially invited to attend a special meeting of the shareholders of SciSparc Ltd., or SciSparc, an Israeli limited company, which we refer toas “we,” “SciSparc,” or the “Company,” which will be held at 3:00 p.m., local time, on August 25, 2025, at the Company’s offices, at 20 Raul WallenbergStreet, Tower A, Tel Aviv 6971916 Israel, unless postponed or adjourned to a later date. This is an important meeting that affects your investment in SciSparc. On April 10, 2024, SciSparc and AutoMax Motors Ltd., an Israeli limited company, or AutoMax, entered into an Agreement and Plan of Merger asamended on August 14, 2024, November 26, 2024, March 27, 2025, and on May 8, 2025 or the Merger Agreement, pursuant to which SciSparc Merger SubLtd., an Israeli limited company and wholly-owned subsidiary of SciSparc, or Merger Sub, will merge with and into AutoMax, with AutoMax surviving as awholly-owned subsidiary of SciSparc. Ordinary shares, as well as pre-funded warrants exercisable into ordinary shares, of SciSparc will be issued toAutoMax’s shareholders at the effective time of such merger, or the Merger. The final exchange ratio, or the Exchange Ratio, has been determined pursuant toa formula described in more detail in the Merger Agreement and later in this proxy statement/prospectus. Under the Exchange Ratio formula described in theMerger Agreement, immediately following the Merger, AutoMax’s shareholders, and M.R.M Merhavit Holding & Management Ltd, or the Advisor, inconnection with the Merger, are expected to own approximately 49.99% of SciSparc’s share capital, on a fully-diluted basis, subject to certain exceptions, andas further defined in the Merger Agreement, and SciSparc’s shareholders are expected to own approximately 50.01% of SciSparc’s share capital, on a fully-diluted basis, subject to certain exceptions. The Merger has been unanimously approved by the boards of directors of both companies and will be presented forapproval by the shareholders of AutoMax. On August 14, 2024, the parties entered into an addendum to the Merger Agreement, or the Merger AgreementAddendum, pursuant to which the right to terminate the Merger Agreement if the Merger was not consummated by August 30, 2024, was deferred toNovember 30, 2024. On November 26, 2024, the parties entered into a second addendum to the Merger Agreement, or the Merger Agreement SecondAddendum, pursuant to which the right to terminate the Merger Agreement, if the Merger was not consummated by November 30, 2024, was deferred toMarch 31, 2025. On March 27, 2025, the parties entered into a third addendum to the Merger Agreement, or the Merger Agreement Third Addendum, pursuantto which the right to terminate the Merger Agreement, if the Merger was not consummated by March 31, 2025, was deferred to September 30, 2025, and thedefinition of “Exchange Ratio” was revised to remove the rounding to four decimal places of the Exchange Ratio. On May 8, 2025, the parties entered into afourth addendum to the Merger Agreement, or the Merger Agreement Fourth Addendum, pursuant to which the definition of “Bondholders” was revised toinclude holders of AutoMax’s Series C Bonds. The Merger is expected to close in the third quarter of 2025, subject to the approval of SciSparc’s shareholders,approval of the AutoMax shareholders, including a separate approval by AutoMax shareholders who are not controlling shareholders of AutoMax or SciSparc,and court approval (as further detailed under “Regulatory Approvals”), as well as other customary conditions. Upon the effective time of the Merger, the officers of SciSparc will include Mr. Oz Adler, Chief Executive Officer and Chief Financial Officer and Dr.Adi Zuloff-Shani, Chief Technology Officer. In addition, each of Mr. Alon Dayan, Mr. Lior Vider and Mr. Itschak Shrem will resign from SciSparc’s board ofdirectors upon the effective time of the Merger. In accordance with the Merger Agreement and subject to the approval by the SciSparc shareholders of ProposalNo. 1 at the Special Meeting and immediately upon the resignation of Mr. Dayan and Mr. Vider from SciSparc’s board of directors in accordance with theterms of the Merger Agreement, AutoMax’s designees to SciSparc’s board of directors will be assigned to two separate classes, whereby one such designeewill be assigned to Class I with a term of office expiring at the annual general meeting of SciSparc to be held in 2027 and the other such designee will beassigned to Class III with a term of office expiring at the annual general meeting of SciSparc to be held in 2026. SciSparc’s ordinary shares are currently listed on the Nasdaq Capital Market under the symbol “SPRC.” Prior to consummation of the Merger,SciSparc intends to file an additional listing application with Nasdaq, as required by Nasdaq to effect the additional listing of SciSparc’s ordinary sharesissuable in connection with the Merger. After completion of the Merger, SciSparc will continue to trade on the Nasdaq Cap