SciSparc Ltd. (NasdaqCM:SPRC) signed a merger agreement to acquire remaining stake in Automax Motors Ltd (TASE:AMX) on April 10, 2024. Post transaction Automax will be established as new wholly-owned Israeli subsidiary of SciSparc. The Merger Agreement contemplates that at the Closing, the Company shall deliver to AutoMax an amount of $4.25 million (less any amount due by AutoMax to the Company under any loan agreement between the parties) through a wire transfer of the immediate available funds to an account for AutoMax?s ongoing capital requirements and operational expenses. As a result of the Acquisition, all outstanding shares of AutoMax will be converted into the right to receive ordinary shares of SciSparc. Following the closing, it is contemplated that AutoMax?s equity holders will hold together approximately 49.99%, subject to adjustments, of the Combined Company?s share capital. At the closing of the Acquisition, SciSparc has committed to hold at least $4.25 million in net cash. Following the Acquisition, it is contemplated that SciSparc shareholders will hold together approximately 50.01% of the share capital of the post-closing combined company. The Company shall cause any Investor Agreements (excluding the Company Shareholder Support Agreements) to be terminated immediately prior to the Effective Time, without any liability being imposed on the part of Company, Parent or the Surviving Company, as the case may be. The Acquisition is subject to various approvals, including compliance with any regulatory requirements, including certain Israeli court approvals and SciSparc and AutoMax shareholder approvals.

Meitar and Sullivan & Worcester LLP acted as legal advisor to SciSparc, Lipa Meir & Co. and Greenberg Traurig, P.A acted as legal advisor to Automax.