An unknown buyer signing of a non-binding letter of intent to acquire SciSparc Ltd. (NasdaqCM:SPRC) in reverse merger transaction on November 22, 2023. As of April 10, 2024, The parties have entered into a binding merger agreement after receiving approval from the audit and the Automax Motors Ltd's board of directors. As a result of the Merger, all outstanding shares of the Target Company will be converted into the right to receive ordinary shares of SciSparc and any warrants issued by the Target Company will be converted into the right to receive warrants of SciSparc, provided however that no equity holder of the Target Company shall beneficially own in excess of 9.99% of the Combined Company?s outstanding share capital immediately after the Closing and such equity holder shall be issued pre-funded warrants to purchase ordinary shares of SciSparc in lieu of SciSparc ordinary shares.

Following the closing of the Merger, it is expected that the combined company formed as a result of the Merger (the Combined Company) will continue to trade on the Nasdaq Capital Market under a new name to be agreed upon by both parties. The proposed Merger outlines a comprehensive business combination that will result in the Target Company becoming a wholly-owned subsidiary of SciSparc. It is contemplated that upon the successful completion of the Merger, SciSparc will transfer its technologies and product candidates pertaining to pharmaceutical activities, with all associated obligations and liabilities, to a separate legal entity.

Following the Closing and the contemplated closing of a concurrent financing round, the Target Company?s equity holders will hold approximately 80% of the Combined Company?s share capital. The Merger is subject to the successful completion of due diligence by both parties, the execution of binding definitive agreements with respect to the Merger and compliance with any regulatory requirements and approvals, including approvals by the shareholders of SciSparc and the Target Company and certain Israeli court approvals. As on January 19, 2023, as lender, into a bridge loan agreement (the ?Agreement) with a leading vehicle importer company in Israel, as borrower (the ?Target Company?), pursuant to which the Target Company received a bridge loan (the ?Bridge Loan?) in the amount of $1.4 million.

With this Bridge Loan, SciSparc continues to proceed towards the Acquisition. As of April 10, 2024, in accordance with the merger agreement, subject to the existence of conditions stipulated therein, a tripartite merger will be carried out, within which a wholly owned subsidiary of SciSparc will merge with and into the company, so that the company become a wholly owned subsidiary of SciSparc and the target company will cease to exist. Upon its completion, the current shareholders of the company will hold, as a group, about 47.49% of the issued and paid-up capital of SciSparc in full dilution at the time of completion of the merger.

After the completion of the merger, the company will become a private company that is a bond company, its shares will be delisted from trading on the Tel Aviv Stock Exchange, but its bonds (series B) will continue to be traded on the stock exchange until they are fully repaid. After the merger is completed, all business activities, assets, rights, powers, licenses, liabilities and obligations of Saispark will continue to be assigned to it (including its existing activity in the field the pharma), and its shares will continue to be traded on the NASDAQ stock exchange.