SciSparc to acquire AutoMax Motors in reverse merger.

SciSparc, a clinical-stage pharmaceutical company, has announced that its shareholders have approved a merger with AutoMax Motors Ltd., a leading parallel vehicle importer in Israel. The merger will see SciSparc acquire 100% of AutoMax's share capital through a reverse merger, with SciSparc shareholders expected to hold approximately 50.01% of the combined company's share capital. The strategic merger is expected to be completed following the closing of the deal.

SciSparc Ltd. (Nasdaq: SPRC), a clinical-stage pharmaceutical company focusing on therapies for central nervous system disorders, has announced that its shareholders have approved a merger with AutoMax Motors Ltd., a leading parallel vehicle importer in Israel. The strategic reverse merger will see SciSparc acquire 100% of AutoMax's share capital, with SciSparc shareholders retaining approximately 50.01% of the combined company's share capital [1].

The merger, which was approved at an adjourned special general meeting of SciSparc's shareholders held on August 26, 2025, aligns with SciSparc's long-term strategy to diversify its portfolio and capitalize on the expanding electric vehicle market in Israel [1]. SciSparc has supported AutoMax's growth with financial assistance, including a $4.25 million bridge loan in 2024 and an additional $2 million loan in February 2025, facilitating AutoMax's parallel import operations [1].

The closing of the merger is subject to customary closing conditions, including shareholder approvals from both companies and Israeli court approval [1]. The special meetings of AutoMax's shareholders and of AutoMax's shareholders who are not controlling shareholders or SciSparc, to vote on the approval of the Merger will be held on August 28, 2025 [1].

This merger represents a significant pivot for SciSparc, transitioning from a specialized CNS pharmaceutical company to a hybrid entity with significant automotive operations. The deal structure is revealing, with existing SciSparc shareholders retaining just barely majority control at 50.01% of the combined entity, indicating this is essentially a near-equal merger despite being structured as an acquisition [2].

The transaction's phased financial approach is noteworthy, with SciSparc having already deployed $6.25 million in total financing to AutoMax, effectively beginning the operational integration before formal completion [2]. This suggests either immediate capital requirements for AutoMax or SciSparc's eagerness to establish operational control before finalizing the full merger.

The merger still requires additional approvals, including from AutoMax shareholders and Israeli courts, introducing some execution risk before completion. The deal structure and financial commitments indicate a fundamental transformation of SciSparc's business model, with the company transitioning from a specialized CNS pharmaceutical company to a hybrid entity with significant automotive operations.

References:
[1] https://www.marketscreener.com/news/scisparc-shareholders-approve-merger-with-a-leading-parallel-vehicle-importer-in-israel-ce7c50dfde89fe2d
[2] https://www.stocktitan.net/news/SPRC/sci-sparc-shareholders-approve-merger-with-a-leading-parallel-hrbu7b0j3so8.html