Court pauses SciSparc (SPRC)–AutoMax merger process amid uncertainty

Rhea-AI Filing Summary

SciSparc Ltd. reports that AutoMax Motors Ltd. has obtained a court-ordered pause in the approval process for their planned merger. On September 16, 2025, AutoMax filed a motion with the Jerusalem District Court under Israeli companies law, asking to stay proceedings related to its shareholders’ approval of the merger with SciSparc and a merger subsidiary.

The Court granted the request, staying the proceedings until September 30, 2025, or until AutoMax notifies the Court that conditions precedent to completing the merger have not been met, whichever comes first. AutoMax sought this stay because recent developments in its business operations raise uncertainty about its ability to satisfy the closing conditions for the merger.

Positive

• None.

Negative

• Court stay underscores uncertainty around closing the AutoMax merger, as AutoMax itself cites difficulty meeting conditions precedent due to recent business developments.

Insights

Cross-border M&A and legal process analyst

Court-ordered pause highlights real execution risk for the AutoMax merger.

The AutoMax–SciSparc merger now faces a formal legal pause. AutoMax asked the Jerusalem District Court to stay proceedings tied to its shareholders’ approval of the merger, citing uncertainty about meeting closing conditions due to recent developments in its business operations. The Court granted the stay through September 30, 2025, or until AutoMax states that conditions precedent cannot be satisfied.

This introduces clear execution risk for the merger, because the request comes from AutoMax itself and is grounded in its current business situation. The stay does not terminate the deal, but it delays the court-supervised approval path and signals that completion is no longer assured on the original timetable.

Investors will likely focus on whether AutoMax can resolve the business issues affecting its ability to meet closing conditions and on any further updates before or on September 30, 2025, when the stay expires or is otherwise superseded by new court filings.

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 September 2025 (Report No. 2)

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 September 16, 2025, AutoMax Motors Ltd. (“AutoMax”) filed a motion (the “Motion”) to the Jerusalem District Court (the “Court”), under Sections 350 and 351 of the Israeli Companies Law, 1999, in connection with the approval of the shareholders of AutoMax (the “Arrangement”) of the merger (the “Merger”) contemplated under the Agreement and Plan of Merger dated April 10, 2024, as amended, by and among SciSparc Ltd. (the “Company”), AutoMax and SciSparc Merger Sub Ltd.

The Court granted AutoMax’s Motion, staying the proceedings until September 30, 2025, or until a notice is filed with the Court indicating that the conditions precedent to the completion of the Merger have not been satisfied, whichever occurs earlier. AutoMax sought the stay due to uncertainty surrounding its ability to consummate the Merger, stemming from potential difficulties in meeting the closing conditions as a result of recent developments in its business operations. These matters were further detailed in the Company’s Report of Foreign Private Issuer on Form 6-K, filed on September 8, 2025.

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.

1

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: September 16, 2025	By:	/s/ Oz Adler
	Name:	Oz Adler
	Title:	Chief Executive Officer and Chief Financial Officer

2

FAQ

What did SciSparc Ltd. (SPRC) report about the AutoMax merger?

SciSparc reported that AutoMax Motors Ltd. obtained a Jerusalem District Court order staying proceedings related to shareholder approval of their planned merger.

Why did AutoMax request a stay in the merger process with SciSparc (SPRC)?

AutoMax requested the stay because recent developments in its business operations create uncertainty about its ability to meet the closing conditions required to complete the merger.

How long will the court stay on the SciSparc–AutoMax merger proceedings last?

The Court stayed the proceedings until September 30, 2025, or until AutoMax files a notice that the conditions precedent to completing the merger have not been satisfied, whichever happens first.

Does the court stay mean the SciSparc (SPRC) and AutoMax merger is cancelled?

No. The stay pauses proceedings related to shareholder approval and reflects uncertainty about satisfying closing conditions, but it does not by itself terminate the merger agreement.

Which SEC registration statements incorporate this SciSparc 6-K by reference?

The report is incorporated by reference into SciSparc’s registration statements on Form F-3 (File Nos. 333-286099, 333-275305, 333-269839, 333-266047, 333-248670 and 333-255408) and Form S-8 (File Nos. 333-278437, 333-225773 and 333-286791).

Which court is overseeing the AutoMax and SciSparc merger proceedings?

The proceedings related to the AutoMax and SciSparc merger are before the Jerusalem District Court, under Sections 350 and 351 of the Israeli Companies Law, 1999.