[6-K] SciSparc Ltd. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

SciSparc Ltd. disclosed a framework agreement to merge with AutoMax Ltd. The agreement is described as dated October 6, 2025 and names SciSparc Merger Sub Ltd. as a party, indicating a planned transaction structure using a merger subsidiary. The company issued a press release titled "SciSparc Ltd. Announces Framework Agreement Regarding Merger with AutoMax Motors." The filing includes an officer signature block listing Oz Adler as Chief Executive Officer and Chief Financial Officer. The disclosure conveys a strategic transaction is underway but provides only the agreement notice and the press release reference without terms, financial consideration, approvals, or closing conditions.

Insights

M&A Strategist

TL;DR: A signed framework agreement signals a planned merger process but lacks transaction terms.

The filing reports a framework agreement dated October 6, 2025 among SciSparc Ltd., a merger subsidiary, and AutoMax Ltd. That structure typically shows intent to combine businesses using a merger vehicle, which can enable integration planning and regulatory preparation.

Material dependencies and next steps are not disclosed in the text: there are no financial terms, no disclosed approvals, and no closing timetable. Near term, investors can expect additional filings or releases that should show consideration, governance changes, required approvals, and timing.

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.

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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.”

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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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FAQ

What did SciSparc (SPRC) announce in this 6-K?

SciSparc announced a framework agreement regarding a merger with AutoMax Ltd.

When was the framework agreement dated for SciSparc (SPRC)?

The framework agreement is dated October 6, 2025.

Who signed the current report for SciSparc (SPRC)?

The filing lists Oz Adler as Chief Executive Officer and Chief Financial Officer.

Did the filing disclose financial terms or closing conditions for the merger?

No. The filing references the agreement and a press release title but does not disclose financial terms, approvals, or closing conditions.

How was the merger announced to the public?

Through a press release titled "SciSparc Ltd. Announces Framework Agreement Regarding Merger with AutoMax Motors."