SciSparc Ltd美股招股说明书(2026-01-14版)

Prospectus Supplement(To Prospectus dated February 23, 2023) 766,170 Ordinary Shares We are offering directly to certain institutional and accredited investors, or the Investors, in a registered direct offering, or theOffering, 766,170 of our ordinary shares, no par value per share, or the Ordinary Shares, through this prospectus supplement and theaccompanying prospectus. Our Ordinary Shares are listed on the Nasdaq Capital Market, or Nasdaq, under the symbol “SPRC”. On January 12, 2026,the last reported sale price of our Ordinary Shares on the Nasdaq Capital Market was $1.45 per share. The aggregate market value of our outstanding Ordinary Shares held by non-affiliates as of the date of this prospectussupplement was approximately $9,175,887 based on 3,584,331 Ordinary Shares outstanding, 3,548,608 of which were held by non-affiliates, and a per share price of $2.56 based on the closing sale price of our Ordinary Shares on November 13, 2025. Pursuant toGeneral Instruction I.B.5 of Form F-3, in no event will we sell securities in a public primary offering with a value exceeding more thanone-third of our public float in any 12-month period so long as our public float remains below $75.0 million. During the prior 12calendar month period that ends on and includes the date of this prospectus supplement, we have sold $2,261,974 of securitiespursuant to General Instruction I.B.5 of Form F-3. Investing in any of our securities involves a high degree of risk. See the “Risk Factors” section beginning on page S-4of this prospectus supplement and page 3 of the accompanying prospectus, as well as our other filings that are incorporated byreference into this prospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission, or the SEC, nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanyingprospectus. Any representation to the contrary is a criminal offense. Delivery of the securities being offered pursuant to this prospectus supplement and the accompanying prospectus is expectedto be made on or about January 14, 2026, subject to the satisfaction of certain closing conditions. This prospectus supplement is dated January 13, 2026 TABLE OF CONTENTS PROSPECTUS SUPPLEMENT PAGES ABOUT THIS PROSPECTUS SUPPLEMENTS-iiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-iiiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-3RISK FACTORSS-4USE OF PROCEEDSS-7CAPITALIZATIONS-8DESCRIPTION OF SECURITIES WE ARE OFFERINGS-9PLAN OF DISTRIBUTIONS-10LEGAL MATTERSS-11EXPERTSS-11WHERE YOU CAN FIND MORE INFORMATIONS-11INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-12 PROSPECTUS About this Prospectus1About SciSparc Ltd.2Risk Factors3Cautionary Note Regarding Forward-Looking Statements4Capitalization5Use of Proceeds6Description of Securities7Plan of Distribution14Legal Matters17Experts17Expenses17Incorporation of Certain Information by Reference18Where You Can Find More Information19Enforceability of Civil Liabilities20 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a shelf registration statement that we filed with theU.S. Securities and Exchange Commission, or the SEC, utilizing a “shelf” registration process. This document is in two parts: (i) thisprospectus supplement, which describes the specific terms of this offering and also adds to and updates information contained in theaccompanying prospectus and the documents incorporated by reference herein and (ii) a shelf registration statement on Form F-3 (FileNo. 333-269839) that the SEC declared effective on February 23, 2023. Generally, when we refer to this prospectus, we are referringto all parts of this document combined. To the extent there is a conflict between the information contained in this prospectussupplement and the information contained in the accompanying prospectus or any document incorporated by reference therein filedprior to the date of this prospectus supplement, you should rely on the information in this prospectus supplement; provided that if anystatement in one of these documents is inconsistent with a statement in another document having a later date, for example, a documentincorporated by reference in the accompanying prospectus, the statement in the document having the later date modifies or supersedesthe earlier statement. We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit toany document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, insome cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation,warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made.Accordingly