EX-FILING FEES 6 ea024508701ex-fee_scisparc.htm FILING FEE TABLE

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form F-4

(Form Type)

 

SciSparc Ltd.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

    Security
Type
  Security
Class
Title
  Fee Calculation
or Carry Forward
Rule
  Amount
Registered(1)
    Proposed
Maximum
Offering
Price Per
Security
    Maximum
Aggregate
Offering
Price
    Fee Rate     Amount of
Registration
Fee
 
Newly Registered Securities
Fees to Be Paid   Equity    Ordinary Shares, no par value   457(c) and 457(f)     10,672,619 (2)    $ 0.0410 (4)    $  4,046,370.73      0.00015310     $  26.36420 
Fees to Be Paid   Equity    Ordinary Shares, no par value   457(c)     561,835 (3)   $ 0.3065 (5)   $ 172,202.4529     $ 0.00015310     $ 619.49936  
Fees to Be Paid   Equity    Pre-funded Warrants (6)(7)   457(i)     10,672,619                          
                                                     
    Total Offering Amounts     $ 4,218,573.1819       0.00015310     $ 645.86355  
    Total Fees Previously Paid                     $ 918.30  
    Total Fee Offsets                        
    Net Fee Due                     $ 0  

 

(1) In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the Registration Statement for which this filing fee table serves as an exhibit also covers an indeterminate number of additional ordinary shares, no par value (“SciSparc Ordinary Shares”) of SciSparc Ltd. (the “Registrant”) as may be issuable as a result of stock splits, stock dividends or similar transactions.
   
(2) Represents the estimated maximum number of SciSparc Ordinary Shares to be issued, including SciSparc Ordinary Shares issuable upon the exercise of Pre-Funded Warrants (as defined below) upon the completion of the merger (the “Merger”) and other transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 10, 2024, as amended on August 14, 2024, November 26, 2024, March 27, 2025, and May 8, 2025, by and among the Registrant, SciSparc Merger Sub Ltd., an Israeli limited company and wholly owned subsidiary of the Registrant, and AutoMax Motors Ltd., an Israeli limited company (“AutoMax”), and is estimated as 10,672,619 SciSparc Ordinary Shares, which is the product of (a) the Exchange Ratio in the Merger Agreement of 0.108140706 and (b) 98,691,969, an estimate of the maximum number of ordinary shares, par value NIS 0.05 per share of AutoMax (“AutoMax Ordinary Shares”) issued and outstanding and expected to be exchanged (excluding dormant shares and 5,000,000 AutoMax Ordinary Shares held by the Registrant) in connection with the Merger.
   
(3) Represents 561,835 SciSparc Ordinary Shares, the estimated amount of SciSparc Ordinary Shares to be issued as a Finder Fee (as defined in the Merger Agreement) to Merhavit M.R.M Holding and Management Ltd, the advisor of AutoMax.
   
(4) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (f)(1) under the Securities Act, based upon the product of (i) $0.0410, the average of the high ($0.042286) and low ($0.040) sale prices of AutoMax Ordinary Shares as reported on the Tel Aviv Stock Exchange on June 8, 2025 (converted from New Israeli Shekel to U.S. Dollar based on the 3.50 NIS = 1 U.S. dollar representative exchange rate published by the Bank of Israel on June 8, 2025) and (ii) 98,691,969, the estimated maximum number of AutoMax Ordinary Shares to be converted pursuant to the Merger, as determined in note (1) above.
   
(5) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) under the Securities Act, based upon the product of (i) $0.3065, the average of the high ($0.313) and low $(0.30) sale prices of SciSparc Ordinary Shares as reported on the Nasdaq Capital Market on June 8, 2025 and (ii) 561,835, the estimated amount of SciSparc Ordinary Shares to be issued as a Finder Fee, as determined in note (1) above.
   
(6) The Registrant may issue pre-funded warrants to purchase SciSparc Ordinary Shares. The Merger Agreement, contains an ownership limitation, stating that no AutoMax shareholder may beneficially own over 9.99% of the SciSparc Ordinary Shares. As a result of the Exchange Ratio (as defined in the Merger Agreement), certain AutoMax shareholders would be considered to hold over 9.99% of the Registrant’s share capital following the proposed merger. In lieu of SciSparc Ordinary Shares, the aforementioned shareholders of AutoMax will receive pre-funded warrants to purchase SciSparc Ordinary Shares. Each such pre-funded warrant will be exercisable for $0.001 per each SciSparc Ordinary Share.
   
(7) No additional registration fee is payable pursuant to Rule 457(i) under the Securities Act.