M&A: SciSparc Ltd.
Form Type: F-4/A
Filing Date: 2024-12-31
Corporate Action: Merger
Type: Update
Accession Number: 000121390024113993
Comments: SciSparc Ltd. has filed an amendment to Form F-4 regarding its proposed merger with AutoMax Motors Ltd. The Merger Agreement, first established on April 10, 2024, outlines that SciSparc’s wholly-owned subsidiary will merge with AutoMax, creating a new structure where AutoMax will become a wholly-owned subsidiary of SciSparc. Shareholders of AutoMax will receive SciSparc ordinary shares at the effective time of the merger based on a predetermined exchange ratio, ultimately resulting in shareholders owning 49.99% and 50.01% of SciSparc's share capital, respectively. The agreement has seen amendments that postponed termination rights from specific dates in 2024 to March 31, 2025. The merger is contingent upon shareholder approvals and is expected to close in the first quarter of 2025. The document also details that current SciSparc executives will remain post-merger while proposing a slate of new directors. A special meeting for shareholders to vote on the merger and related transactions is scheduled, emphasizing its critical nature for investor interests.
Document Link: View Document
Additional details:
Approximate Date Of Commencement Of Sale: As soon as practicable after effectiveness of registration statement
Merger Agreement Date: April 10, 2024
Exchange Ratio Details: AutoMax’s shareholders expected to own approximately 49.99% of SciSparc on a fully-diluted basis, and SciSparc’s shareholders to own approximately 50.01% post-merger.
Recent Closing Price: $0.466 as of December 30, 2024
Special Meeting Purpose: To vote on the approval of merger and issuance of securities, indemnification agreements, and bonuses.
Board Recommendation: Board recommends shareholders vote for proposals.
Expected Closing Quarter: First quarter of 2025