Business Context and Reporting Period
This Form 6-K filing by SciSparc Ltd. is dated June 9, 2025, covering the month of June 2025. The filing primarily serves to disclose updated terms regarding the proposed merger between SciSparc Ltd. and AutoMax Motors Ltd. ("AutoMax"). The transaction involves SciSparc Merger Sub Ltd., a wholly-owned subsidiary of SciSparc, merging with and into AutoMax, with AutoMax surviving as a wholly-owned subsidiary of SciSparc.
Key Financial Metrics
The filing text does not provide specific standalone financial metrics (revenue, profit, cash flow, margins, debt, or liquidity) for SciSparc Ltd. for the current period. Instead, it references the inclusion of "Unaudited Pro Forma Condensed Combined Financial Information" as Exhibit 99.1 and "Audited Consolidated Financial Statements of AutoMax Motors Ltd." for the year ended December 31, 2024, as Exhibit 99.2. The text explicitly states that the pro forma information does not necessarily reflect actual future results or historical performance had the merger occurred earlier.
Material Changes Versus Prior Period
Significant amendments were made to the Merger Agreement originally dated April 10, 2024, through addendums executed on August 14, 2024, November 26, 2024, March 27, 2025, and May 8, 2025. Key changes include:
- Termination Date Extension: The right to terminate the agreement if the merger was not consummated by August 30, 2024, was deferred to September 30, 2025.
- Exchange Ratio Revision: The definition of "Exchange Ratio" was revised to remove the rounding to four decimal places.
- Bondholder Definition: The definition of "Bondholders" was expanded to include holders of AutoMax's Series C Bonds.
Guidance, Outlook, and Risks
Outlook and Conditions: The completion of the Merger is subject to the satisfaction of conditions outlined in the Merger Agreement and its addendums, including approval by shareholders of both SciSparc and AutoMax. Upon the Effective Time, each outstanding share of AutoMax will be converted into SciSparc Ordinary Shares.
Risks and Contingencies: The filing includes a standard disclaimer that the pro forma financial information is not indicative of future results. Investors are urged to review the registration statement and proxy statement for critical information regarding the transaction before making voting decisions. The filing also notes that the report does not constitute an offer to sell or a solicitation of an offer to buy securities.
Important Facts for Investor Verification
- Verify the final terms of the Merger Agreement, specifically the revised Exchange Ratio and the inclusion of Series C Bondholders.
- Confirm the status of shareholder approvals required from both SciSparc and AutoMax to consummate the merger by the new deadline of September 30, 2025.
- Review the Unaudited Pro Forma Condensed Combined Financial Information (Exhibit 99.1) and AutoMax's audited statements (Exhibit 99.2) for detailed financial impacts, as these are not summarized in the text of this filing.
- Check the proxy statement and registration statement filed with the SEC for comprehensive details on the transaction and potential risks.