SciSparc enters into bridge loan agreement with vehicle importer in Israel

SciSparc entered, as lender, into a bridge loan agreement with a vehicle importer company in Israel, as borrower, pursuant to which the Target Company received a bridge loan in the amount of $1.4 million, further to the previously-announced non-binding letter of intent for the Company to acquire the Target Company. With this Bridge Loan, SciSparc continues to proceed towards the Acquisition, pursuant to the LOI and the additional negotiated terms between the Company and the Target Company, announced on November 22 and December 7, 2023, respectively. As previously announced on December 7, 2023, the Company intends to acquire 100% of the Target Company and will establish a new wholly-owned Israeli subsidiary, which would in turn merge with and into the Target Company. Following the Acquisition closing, it is contemplated that shareholders of the Company will hold approximately 50.01% of the share capital of the resulting combined company. The Agreement, signed on January 16, 2024, states that the principal amount of the Bridge Loan will bear interest at a rate of 7% per annum, compounded annually. The Bridge Loan amount, together with any accrued interest, may be repaid in part or in whole at the discretion of the Target Company prior to the repayment date. The repayment of the Owed Amount will be due at the earlier date of: the Closing, in which the Owed Amount shall be deemed a part of, and set-off against, the financing amount the Company will provide the Target Company with upon Closing, which is expected to be $4,250,000; or if the definitive agreement for the Acquisition is terminated in accordance with its terms, within three months from such termination date; or July 15, 2024