Filed pursuant to Rule 424(b)(3)
Registration No. 333-282351
PROSPECTUS SUPPLEMENT
NO. 1
(to Prospectus dated
July 21, 2025)
SCISPARC LTD.
This
prospectus supplement updates, amends and supplements the prospectus contained in our Registration Statement on Form F-4(Registration
No. 333-282351), effective as of July 21, 2025 (as supplemented or amended from time to time, the “Prospectus”). Capitalized
terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus.
This
prospectus supplement is being filed to update, amend and supplement the information included in the Prospectus with the information contained
in our Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on October 6, 2025, which is set
forth below.
This
prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus,
which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information
in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement
with your Prospectus for future reference.
The date of this prospectus
supplement is November 4, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of October 2025
Commission File Number: 001-38041
SCISPARC LTD.
(Translation of registrant’s name into English)
20 Raul Wallenberg Street, Tower A,
Tel Aviv 6971916 Israel
(Address of principal executive offices)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form
40-F ☐
CONTENTS
On
October 6, 2025, SciSparc Ltd. (the “Company”) announced the entry into a framework agreement by and among the Company, AutoMax
Motors Ltd. (“AutoMax”) and SciSparc Merger Sub Ltd. (“Merger Sub”), dated as of October 6, 2025 (the “Framework
Agreement”). The Framework Agreement sets forth the following: (i) the termination of that certain Agreement and Plan of Merger
by and between the Company, AutoMax and Merger Sub, dated as of April 10, 2024, as amended (the “Merger Agreement”), pursuant
to a mutual agreement between the parties in accordance with section 9.1(a) of the Merger Agreement, according to which, effective as
of the date hereof, the Merger Agreement shall be null and void and of no further force or effect; (ii) the repayment by AutoMax of a
$4.25 million loan amount and interest of 9% per annum, compounded annually, under a loan agreement dated January 14, 2024, as amended,
in a one lump-sum payment on January 1, 2028; and (iii) the repayment by AutoMax of a $2.0 million loan amount, under a loan agreement
dated February 24, 2025 in monthly installments starting on November 20, 2025, of $60,000 each and the interest of 8% per annum, compounded
annually up to each actual payment date, in addition to the payment of all interest accrued on such loan from its effective date until
November 20, 2025, in the sum of $114,523.
The
foregoing description of the Framework Agreement does not purport to be complete and is qualified in its entirety by the terms of the
Framework Agreement, which is attached hereto as Exhibit 99.1, and is incorporated herein by reference.
The
Company’s press release dated October 6, 2025, announcing the signing of the Framework Agreement, is attached hereto as Exhibit
99.2.
This
Report of Foreign Private Issuer on Form 6-K is incorporated by reference into the Company’s registration statements on Form F-3
(File Nos. 333-286099, 333-275305, 333-269839, 333-266047, 333-248670 and 333-255408)
and on Form S-8 (File Nos. 333-278437, 333-225773 and 333-286791)
filed with the Securities and Exchange Commission to be a part thereof from the date on which this report is submitted, to the extent
not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
| Exhibit |
|
Description of Exhibit |
| 99.1 |
|
Framework Agreement, dated as of October 6, 2025, by and among SciSparc Ltd., SciSparc Merger Sub Ltd., and AutoMax Ltd. |
| 99.2 |
|
Press release issued by SciSparc Ltd. titled “SciSparc Ltd. Announces Framework Agreement Regarding Merger with AutoMax Motors.” |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| |
SciSparc Ltd. |
| |
|
|
| Date: October 6, 2025 |
By: |
/s/ Oz Adler |
| |
Name: |
Oz Adler |
| |
Title: |
Chief Executive Officer and Chief Financial Officer |
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