Announcement • Oct 07
SciSparc Ltd. (NasdaqCM:SPRC) cancelled the acquisition of remaining stake in Automax Motors Ltd (TASE:AMX).
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. On August 8, 2024, SciSparc was notified that the Jerusalem District Court in Israel (the Court) has approved AutoMax’s petition to convene special class meetings of its shareholders to approve the Merger with SciSparc. SciSparc is targeting a closing of the transaction in the fourth quarter of 2024. On November 26, 2024, SciSparc Ltd. entered into a second addendum to the Agreement and Plan of Merger previously announced by the Company on April 11, 2024 with AutoMax Motors Ltd. and SciSparc Merger Sub Ltd and as amended by the first addendum to the Merger Agreement on August 14, 2024. Pursuant to the Addendum, the right to terminate the Merger Agreement if the merger was not consummated by November 30, 2024, was deferred to March 31, 2025. The deal has been unanimously approved by the board of directors of SciSparc and Automax Motors Ltd. On March 27, 2025, SciSparc entered into a third addendum to the Agreement and Plan of Merger. In addition, the definition 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 a fourth addendum to the Merger Agreement, or the Merger Agreement Fourth Addendum, pursuant to which the definition of “Bondholders” was revised to include holders of AutoMax’s contemplated Series C Bonds. The Merger is expected to close in the second quarter of 2025. As of July 8, 2025, SciSparc announced that Special Meeting of the shareholders will be held on August 25, 2025. As of July 21, 2025, the U.S. Securities and Exchange Commission (“SEC”) declared effective the registration statement on Form F-4 with respect to the Merger. As of August 26, 2025, SciSparc Shareholders voted on and approved, among others, the proposed merger with AutoMax Motors Ltd.
The Merger is expected to close in the third quarter of 2025.
Shachar Hadar of Meitar and Oded Har-Even of Sullivan & Worcester LLP acted as legal advisor to SciSparc, Gregory Irgo and Ido Zaborof of Lipa Meir & Co. and David A. Huberman of Greenberg Traurig, P.A acted as legal advisor to Automax.
SciSparc Ltd. (NasdaqCM:SPRC) cancelled the acquisition of remaining stake in Automax Motors Ltd (TASE:AMX) on October 6, 2025. The Merger Agreement shall be null and void and of no further force or effect.