SecProbe.io

CORRESP
 1
 filename1.htm

 Steakholder
Foods Ltd.
5 David Fikes St., P.O. Box 4061

 Rehovot,
Israel 7638205

 August
11, 2025

 Securities
and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

 Re:
 Steakholder Foods Ltd.

 Registration
 Statement on Form F-3
 File
 No. 333-289323

 VIA
EDGAR

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Steakholder Foods Ltd. (the " Registrant ") hereby respectfully
requests that the effectiveness of the Registration Statement on Form F-3 (File No. 333-289323) of the Registrant (the " Registration
Statement ") be accelerated so that the Company's Registration Statement will be declared effective at 5:00 p.m., Eastern
Time, on August 13, 2025 or as soon thereafter as may be practicable.

 The
undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel,
Greenberg Traurig, LLP, by calling Gary Emmanuel at (212) 801-9337. The Company hereby authorizes Mr. Emmanuel to orally modify or withdraw
this request for acceleration.

 Very
truly yours,

 STEAKHOLDER
FOODS LTD.

 By:
 /s/ Arik Kaufman

 Name: Arik Kaufman Title: Chief Executive Officer

 cc:
Gary Emmanuel (Greenberg Traurig, LLP)

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 8, 2025

Arik Kaufman
Chief Executive Officer
Steakholder Foods Ltd.
1007 North Orange St., 10th Floor
Wilmington, DE 19801

 Re: Steakholder Foods Ltd.
 Registration Statement on Form F-3
 Filed August 6, 2025
 File No. 333-289323
Dear Arik Kaufman:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Kristin Baldwin at 202-551-7172 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 July 15, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Washington, DC 20549

 Re: Steakholder Foods Ltd.

 Registration Statement on Form F-1, as amended (File No. 333-288621) – Withdrawal of Acceleration Request

 Ladies and Gentlemen:

 On July 14, 2025, the undersigned,
as placement agent of the proposed best efforts public offering of Steakholder Foods Ltd. (the "Company"), joined the Company's
request for acceleration of the effective date of the above referenced Registration Statement, requesting effectiveness for 5:15 p.m.,
Eastern Time, on July 14, 2025, or as soon thereafter as is practicable, which was subsequently changed through verbal instructions to
9:00 a.m., Eastern Time, on July 15, 2025, or as soon thereafter as is practicable.

 The Company is no longer
requesting that such Registration Statement be declared effective at such time, and we hereby formally, and with immediate effect, withdraw
our request for acceleration of the effective date.

 Very truly yours,

 H.C. WAINWRIGHT & CO., LLC

 By:
 /s/ Edward D. Silvera

 Name:
 Edward D. Silvera

 Title:
 Chief Operating Officer

 430 Park Avenue | New York, New York 10022 | 212.356.0500
| www.hcwco.com

 Member: FINRA/SIPC

CORRESP
 1
 filename1.htm

 Steakholder Foods Ltd.

 5 David Fikes St., P.O.
Box 4061

 Rehovot, Israel 7638205

 July 15, 2025

 Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

 Re: Steakholder Foods Ltd.

 Registration Statement on Form F-1

 File No. 333-288621

 VIA EDGAR

 Ladies and Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Steakholder Foods Ltd. (the " Registrant ") hereby respectfully requests that
the effectiveness of the Registration Statement on Form F-1 (File No. 333-288621) of the Registrant (the " Registration Statement ")
be accelerated so that the Company's Registration Statement will be declared effective at 9:00 a.m., Eastern Time, on July 16, 2025
or as soon thereafter as may be practicable.

 The undersigned respectfully
requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, Greenberg Traurig, LLP,
by calling Gary Emmanuel at (212) 801-9337. The Company hereby authorizes Mr. Emmanuel to orally modify or withdraw this request for acceleration.

 Very truly yours,

 STEAKHOLDER FOODS LTD.

 By:
 /s/ Arik Kaufman

 Name: Arik Kaufman

 Title: Chief Executive Officer

 cc: Gary Emmanuel (Greenberg Traurig, LLP)

CORRESP
 1
 filename1.htm

 July 15, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Washington, DC 20549

 Re:

 Steakholder Foods Ltd.

 Registration Statement on Form F-1, as amended (File No. 333-288621) – Concurrence in Acceleration Request

 Ladies and Gentlemen:

 H.C. Wainwright & Co., LLC
(" Wainwright "), solely acting as placement agent on a best efforts basis in an offering pursuant to the registration
statement on Form F-1 (File No. 333-288621) (as amended, the " Registration Statement "), hereby concurs in the request
by Steakholder Foods Ltd. that the effective date of the above-referenced registration statement be accelerated to 9:00 A.M. (Eastern
Time), or as soon as practicable thereafter, on July 16, 2025, pursuant to Rule 461 under the Securities Act of 1933, as amended (the
" Securities Act "). Wainwright affirms that it is aware of its obligations under the Securities Act as they pertain
to the best efforts offering pursuant to the Registration Statement.

 Very truly yours,

 H.C. WAINWRIGHT &
 CO., LLC

 By:
 /s/ Edward D. Silvera

 Name:
 Edward D. Silvera

 Title:
 Chief Operating Officer

 430 Park Avenue | New York, New York
10022 | 212.356.0500 | www.hcwco.com

 Member: FINRA/SIPC

CORRESP
 1
 filename1.htm

 Steakholder Foods Ltd.

 5 David Fikes St., P.O. Box 4061

 Rehovot, Israel
7638205

 July 15, 2025

 Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

 Re: Steakholder Foods Ltd.
Registration
Statement on Form F-1
File No. 333-288621

 VIA EDGAR

 Ladies and Gentlemen:

 Steakholder Foods Ltd. (the
" Registrant ") hereby withdraws its request submitted on July 14, 2025 for acceleration of the effectiveness of the
above-referenced Registration Statement pursuant to Rule 461 under the Securities Act of 1933, as amended (the " Securities Act "),
on July 15, 2025 at 9:00 a.m., Eastern Time.

 Very truly yours,

 STEAKHOLDER FOODS LTD.

 By:
 /s/ Arik Kaufman

 Name:
 Arik Kaufman

 Title:
 Chief Executive Officer

 cc: Gary Emmanuel (Greenberg Traurig, LLP)

CORRESP
 1
 filename1.htm

 July 15, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Washington, DC 20549

 Re:
 Steakholder Foods Ltd.

 Registration Statement on Form F-1, as amended (File No. 333-288621)
– Withdrawal of Acceleration Request

 Ladies and Gentlemen:

 On July 14, 2025, the undersigned,
as placement agent of the proposed best efforts public offering of Steakholder Foods Ltd. (the "Company"), joined the Company's
request for acceleration of the effective date of the above referenced Registration Statement, requesting effectiveness for 5:15 p.m.,
Eastern Time, on July 14, 2025, or as soon thereafter as is practicable, which was subsequently changed through verbal instructions to
9:00 a.m., Eastern Time, on July 15, 2025, or as soon thereafter as is practicable.

 The Company is no longer requesting
that such Registration Statement be declared effective at such time, and we hereby formally, and with immediate effect, withdraw our request
for acceleration of the effective date.

 Very truly yours,

 H.C. WAINWRIGHT & CO., LLC

 By:
 /s/ Edward D.
 Silvera

 Name:
 Edward D. Silvera

 Title:
 Chief Operating Officer

 430 Park Avenue | New York, New
York 10022 | 212.356.0500 | www.hcwco.com

 Member: FINRA/SIPC

CORRESP
 1
 filename1.htm

 Steakholder Foods Ltd.
5 David Fikes St., P.O.
Box 4061

 Rehovot, Israel 7638205

 July 14, 2025

 Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

 Re:
 Steakholder Foods Ltd.

 Registration Statement on Form F-1
 File No. 333-288621

 VIA EDGAR

 Ladies and Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Steakholder Foods Ltd. (the " Registrant ") hereby respectfully requests that
the effectiveness of the Registration Statement on Form F-1 (File No. 333-288621) of the Registrant (the " Registration Statement ")
be accelerated so that the Company's Registration Statement will be declared effective at 5:15 p.m., Eastern Time, on July 14, 2025
or as soon thereafter as may be practicable.

 The undersigned respectfully
requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, Greenberg Traurig, LLP,
by calling Gary Emmanuel at (212) 801-9337. The Company hereby authorizes Mr. Emmanuel to orally modify or withdraw this request for acceleration.

 Very truly yours,

 STEAKHOLDER FOODS LTD.

 By:
 /s/ Arik Kaufman

 Name:
 Arik Kaufman

 Title:
 Chief Executive Officer

 cc: Gary Emmanuel (Greenberg Traurig, LLP)

CORRESP
 1
 filename1.htm

 July 14, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Washington, DC 20549

 Re:
 Steakholder Foods Ltd.

 Registration Statement on Form F-1, as amended (File No. 333-288621) – Concurrence in Acceleration Request

 Ladies and Gentlemen:

 H.C. Wainwright & Co.,
LLC (" Wainwright "), solely acting as placement agent on a best efforts basis in an offering pursuant to the registration
statement on Form F-1 (File No. 333-288621) (as amended, the " Registration Statement "), hereby concurs in the request
by Steakholder Foods Ltd. that the effective date of the above-referenced registration statement be accelerated to 5:15 P.M. (Eastern
Time), or as soon as practicable thereafter, on July 14, 2025, pursuant to Rule 461 under the Securities Act of 1933, as amended (the
" Securities Act "). Wainwright affirms that it is aware of its obligations under the Securities Act as they pertain
to the best efforts offering pursuant to the Registration Statement.

 Very truly yours,

 H.C. WAINWRIGHT & CO., LLC

 By:
 /s/ Mark W. Viklund

 Name:
 Mark W. Viklund

 Title:
 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 10, 2025

Arik Kaufman
Chief Executive Officer
Steakholder Foods Ltd.
5 David Fikes St., P.O. Box 4061
Rehovot, Israel 7638205

 Re: Steakholder Foods Ltd.
 Draft Registration Statement on Form F-1
 Submitted June 6, 2025
 CIK No. 0001828098
Dear Arik Kaufman:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. We remind you that the company and its
management are
responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review,
comments, action or absence of action by the staff.

 Please contact Jenny O'Shanick at 202-551-8005 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Gary Emmanuel
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 April 28, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:
 Bradley Ecker

 Asia Timmons-Pierce

 Re:
 Steakholder Foods Ltd.
Post Effective Amendment No. 1 to Registration Statement on Form F-1
Filed on April 9, 2025
File No. 333-275365

 Dear Mr. Ecker and Ms. Timmons-Pierce:

 We are writing to submit the
responses of Steakholder Foods Ltd. (the " Company ") to the comments of the staff (the " Staff ") of
the Division of Corporation Finance Office of Manufacturing of the Securities and Exchange Commission set forth in the Staff's letter
dated April 22, 2025, relating to the above referenced Post Effective Amendment No. 1 to Registration Statement on Form F-1, filed by
the Company on April 9, 2025 (the " Registration Statement ").

 For ease of review, we have
set forth below each of the numbered comments of your letter and the Company's responses thereto. Capitalized terms used herein
but not defined herein have the meanings given to such terms in the Registration Statement.

 Post Effective Amendment No. 1 to Registration Statement on Form
F-1 filed April 9, 2025

 General

 1.
 This post-effective amendment was filed in part to update the financial information in your registration statement on Form F-1, which last contained audited financial statements for the fiscal year ended December 31, 2022. Under Section 10(a)(3) of the Securities Act, "when a prospectus is used more than nine months after the effective date of the registration statement, the [audited financial] information contained therein shall be as of a date not more than sixteen months prior to such use." Please tell us whether you engaged in the offer or sale of your securities using the prospectus during which time the audited financial statements in the prospectus were not current.

 Response : In response to the Staff's
comment, the Company respectfully notes that the Company did not engage in the offer or sale of its securities using the prospectus during
which time the audited financial statements in the prospectus were not current.

 Please contact me at +972
73-332-2853 if you have any questions or require any additional information in connection with this letter.

 Sincerely,

 /s/ Arik Kaufman

 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 22, 2025

Arik KaufmanHampel
Chief Executive Officer
Steakholder Foods Ltd.
5 David Fikes St., P.O. Box 4061
Rehovot, Israel 7638205

 Re: Steakholder Foods Ltd.
 Post Effective Amendment No. 1 to Registration Statement on Form F-1
 Filed on April 9, 2025
 File No. 333-275365
Dear Arik KaufmanHampel:

 We have conducted a limited review of your registration statement and
have the
following comment(s).

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Post Effective Amendment No. 1 to Registration Statement on Form F-1 filed
April 9, 2025
General

1. This post-effective amendment was filed in part to update the financial
information in
 your registration statement on Form F-1, which last contained audited
financial
 statements for the fiscal year ended December 31, 2022. Under Section
10(a)(3) of the
 Securities Act, "when a prospectus is used more than nine months after
the effective
 date of the registration statement, the [audited financial] information
contained therein
 shall be as of a date not more than sixteen months prior to such use."
Please tell us
 whether you engaged in the offer or sale of your securities using the
prospectus during
 which time the audited financial statements in the prospectus were not
current.
 April 22, 2025
Page 2

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Bradley Ecker at 202-551-4985 or Asia Timmons-Pierce at
202-551-
3754 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 April 10, 2025

 VIA FACSIMILE AND EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Washington, D.C. 20549

 Re:
 Steakholder Foods Ltd.

 Registration Statement on Form F-3 (Registration No. 333-286445)

 Concurrence in Acceleration Request

 Ladies and Gentlemen:

 H.C. Wainwright & Co.,
LLC ("Wainwright"), solely acting as sales agent in an offering pursuant to the registration statement on Form F-3 (333-286445)
(the "Registration Statement"), hereby concurs in the request by Steakholder Foods Ltd. that the effective date of the above-referenced
registration statement be accelerated to 4:30 P.M. Eastern Time on April 11, 2025, or as soon as practicable thereafter, pursuant to Rule
461 under the Securities Act.

 Very truly yours,

 H.C. WAINWRIGHT & CO., LLC

 By:
 /s/ Edward D. Silvera

 Name:
 Edward D. Silvera

 Title:
 Chief Operating Officer

 430 Park Avenue
 | New York, NY 10022 | 212.356.0500 | www.hcwco.com
 Member: FINRA/SIPC

CORRESP
 1
 filename1.htm

 Steakholder Foods Ltd.

 5 David Fikes St.

 Rehovot 7632805 Israel

 April 9, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 RE: Steakholder
Foods Ltd. (CIK 0001828098)
 Registration Statement No. 333-286445 on Form F-3 (the "Registration Statement")

 Ladies and Gentlemen:

 Steakholder Foods Ltd. (the " Registrant ")
hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant to Rule 461 under the Securities
Act of 1933, as amended (the " Securities Act "), so that it may become effective on April 11, 2025 at 4:30 p.m., Eastern
Time, or as soon thereafter as is practicable.

 The undersigned respectfully requests that it
be notified of the effectiveness of the Registration Statement by telephone call to our counsel, Greenberg Traurig, P.A., by calling Gary
Emmanuel at +1-212-801-9337. The Company hereby authorizes Mr. Emmanuel to orally modify or withdraw this request for acceleration.

 Very truly yours,

 STEAKHOLDER FOODS LTD.

 By:
 /s/ Arik Kaufman

 Arik Kaufman
 Chief Executive Officer

CORRESP
 1
 filename1.htm

 Steakholder Foods Ltd.

 5 David Fikes St.

 Rehovot 7632805 Israel

 April 7, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 RE:
 Steakholder Foods Ltd. (CIK 0001828098)
 Registration Statement No. 333-286247 on Form F-1 (the "Registration Statement")

 Ladies and Gentlemen:

 Steakholder Foods Ltd. (the " Registrant ")
hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant to Rule 461 under the Securities
Act of 1933, as amended (the " Securities Act "), so that it may become effective on April 7, 2025 at 4:30 p.m., Eastern
Time, or as soon thereafter as is practicable.

 The undersigned respectfully requests that it
be notified of the effectiveness of the Registration Statement by telephone call to our counsel, Greenberg Traurig, P.A., by calling Gary
Emmanuel at +1-212-801-9337. The Company hereby authorizes Mr. Emmanuel to orally modify or withdraw this request for acceleration.

 Very truly yours,

 STEAKHOLDER FOODS LTD.

 By:
 /s/ Arik Kaufman

 Arik Kaufman
 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 4, 2025

Arik Kaufman
Chief Executive Officer
Steakholder Foods Ltd.
5 David Fikes St., P.O. Box 4061
Rehovot, Israel 7638205

 Re: Steakholder Foods Ltd.
 Registration Statement on Form F-1
 Filed March 31, 2025
 File No. 333-286247
Dear Arik Kaufman:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Jenny O'Shanick at 202-551-8005 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Gary Emmanuel
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 3, 2025

Arik Kaufman
Chief Executive Officer
Steakholder Foods Ltd.
5 David Fikes St., P.O. Box 4061
Rehovot, Israel 7638205

 Re: Steakholder Foods Ltd.
 Draft Registration Statement on Form F-3
 Submitted March 31, 2025
 CIK No. 0001828098
Dear Arik Kaufman:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. We remind you that the company and its
management are
responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review,
comments, action or absence of action by the staff.

 Please contact Jenny O'Shanick at 202-551-8005 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Yuta N. Delarck
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Steakholder Foods Ltd.

 5 David Fikes St.

 Rehovot 7632805 Israel

 March 11, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 RE:
 Steakholder Foods Ltd. (CIK 0001828098)

 Registration Statement No. 333-285501 on Form F-3 (the "Registration Statement")

 Ladies and Gentlemen:

 Steakholder
Foods Ltd. (the " Registrant ") hereby requests acceleration of the effectiveness of the above-referenced Registration
Statement pursuant to Rule 461 under the Securities Act of 1933, as amended (the " Securities Act "), so that it may
become effective on March 13, 2025 at 4:00 pm, Eastern Time, or as soon thereafter as is practicable.

 The undersigned
respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, Greenberg
Traurig, P.A., by calling Yuta Delarck at +1 212-801-6928. The Company hereby authorizes Ms. Delarck to orally modify or withdraw this
request for acceleration.

 Very truly yours,

 STEAKHOLDER FOODS LTD.

 By:
 /s/ Arik Kaufman

 Arik Kaufman
 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 10, 2025

Arik Kaufman
Chief Executive Officer
Steakholder Foods Ltd.
5 David Fikes St., P.O. Box 4061
Rehovot, Israel 7638205

 Re: Steakholder Foods Ltd.
 Registration Statement on Form F-3
 Filed on March 3, 2025
 File No. 333-285501
Dear Arik Kaufman:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Sarah Sidwell at 202-551-4733 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Yuta Delarck
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Steakholder Foods Ltd.

5 David Fikes St.

Rehovot 7632805 Israel

February
8, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

 RE: Steakholder
Foods Ltd. (CIK 0001828098)

 Registration Statement
No. 333-276845 on Form F-3 (the “Registration Statement”)

Ladies and Gentlemen:

Steakholder
Foods Ltd. (the “Registrant”) hereby requests acceleration of the effectiveness of the above-referenced Registration
Statement pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), so that it may
become effective on February 12, 2024 at 9:00 a.m., Eastern Time, or as soon thereafter as is practicable.

The
undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel,
Greenberg Traurig, P.A., by calling David Huberman at +1 312 364 1633. The Company hereby authorizes Mr. Huberman to orally modify or
withdraw this request for acceleration.

    Very truly yours,

    STEAKHOLDER FOODS LTD.

    By:
    /s/ Arik
    Kaufman

    Arik Kaufman

    Chief Executive Officer

United States securities and exchange commission logo
February 7, 2024
Arik Kaufman
Chief Executive Officer
Steakholder Foods Ltd.
5 David Fikes St., P.O. Box 4061
Rehovot, Israel 7638205
Re:Steakholder Foods Ltd.
Registration Statement on Form F-3
Filed February 2, 2024
File No. 333-276845
Dear Arik Kaufman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       David A. Huberman

CORRESP
1
filename1.htm

Steakholder
Foods Ltd.

5
David Fikes St.

Rehovot
7632805 Israel

November
13, 2023

VIA EDGAR

Securities and
Exchange Commission

Division of Corporation
Finance

100 F Street, N.E.

Washington, DC
20549

    RE:
    Steakholder Foods Ltd. (CIK 0001828098)

    Registration Statement No. 333-275365 on Form F-1 (the “Registration Statement”)

Ladies
and Gentlemen:

Steakholder
Foods Ltd. (the “Registrant”) hereby requests acceleration of the effectiveness of the above-referenced Registration
Statement pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), so that it may
become effective on November 15, 2023 at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.

The
undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel,
Greenberg Traurig, P.A., by calling David Huberman at +1 312 364 1633. The Company hereby authorizes Mr. Huberman to orally modify or
withdraw this request for acceleration.

    Very truly yours,

    STEAKHOLDER FOODS LTD.

    By:
    /s/ Arik Kaufman

    Arik Kaufman

    Chief Executive Officer

United States securities and exchange commission logo
November 13, 2023
Arik Kaufman
Chief Executive Officer
Steakholder Foods Ltd.
5 David Fikes St., P.O. Box 4061
Rehovot, Israel 7638205
Re:Steakholder Foods Ltd.
Registration Statement on Form F-1
Filed November 7, 2023
File No. 333-275365
Dear Arik Kaufman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Patrick Fullem at 202-551-8337 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       David Huberman, Esq.

CORRESP
1
filename1.htm

      A.G.P. / Alliance Global Partners

      590 Madison Ave., 28th Floor

      New York, NY 10022

      January 5, 2023

      VIA EDGAR

      U.S. Securities and Exchange Commission

      Division of Corporation Finance

      100 F St., N.E.

      Washington, D.C. 20549

              Re:

              Steakholder Foods Ltd.

              Registration Statement on Form F-1

              File No.          333-268559

      Ladies and Gentlemen:

      Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), A.G.P / Alliance Global Partners, as representative of the underwriters,
        hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 5:00 p.m. Eastern Time on January 5, 2023 or as soon thereafter as practicable.

      Pursuant to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated to be invited to participate in
        the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

      The undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied
        with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

              Very truly yours,

              A.G.P / Alliance Global Partners

              By:

              /s/ Thomas J. Higgins

              Name:

              Thomas J. Higgins

              Title:

              Managing Director, Investment Banking

CORRESP
1
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      Steakholder Foods Ltd.

      5 David Fikes St.

      Rehovot 7632805 Israel

      January 5, 2023

      VIA EDGAR

      Securities and Exchange Commission

      Division of Corporation Finance

      100 F Street, N.E.

      Washington, DC 20549

              RE:

              Steakholder Foods Ltd. (CIK 0001828098)

              Registration Statement No. 333-268559 on Form F-1 (the “Registration Statement”)

      Ladies and Gentlemen:

      Steakholder Foods Ltd. (the “Registrant”) hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant to Rule 461 under the
        Securities Act of 1933, as amended (the “Securities Act”), so that it may become effective on January 5, 2023 at 5:00 p.m., Eastern Time, or as soon thereafter as is practicable.

      The undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, Greenberg Traurig, P.A., by calling
        Gary Emmanuel at +1 212 801 9337. The Company hereby authorizes Mr. Emmanuel to orally modify or withdraw this request for acceleration.

              Very truly yours,

              STEAKHOLDER FOODS LTD.

              By:

              /s/ Arik Kaufman

              Arik Kaufman

              Chief Executive Officer

United States securities and exchange commission logo
November 30, 2022
Arik Kaufman
Chief Executive Officer
Steakholder Foods Ltd.
5 David Fikes St.
Rehovot, Israel 7638205
Re:Steakholder Foods Ltd.
Registration Statement on Form F-1
Filed November 23, 2022
File No. 333-268559
Dear Arik Kaufman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Erin Donahue at 202-551-6063 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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      MeaTech 3D Ltd.

      5 David Fikes St.

      Rehovot, Israel

      April 11, 2022

      Via EDGAR

      Securities and Exchange Commission

      Division of Corporation Finance

      100 F Street, N.E.

      Washington, D.C. 20549-3561

      Attn: Gregory Herbers

              Re:

              MeaTech 3D Ltd.

              Registration Statement on Form F-3

              Filed April 4, 2022

              File No. 333-264110

      Ladies and Gentlemen:

      Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), MeaTech 3D Ltd. (the “Company”) hereby
        respectfully requests that the effective date of the above-referenced Registration Statement on Form F-3 (the “Registration Statement”) be accelerated by the Securities and Exchange Commission so that the Registration Statement will be declared
        effective under the Securities Act at 5:15 p.m. Eastern Daylight Time on April 13, 2022, or as soon thereafter as is practicable, or such other time as the Company or its counsel, Covington & Burling LLP, may request by telephone that such
        Registration Statement be declared effective.

      We respectfully request that we be notified of such effectiveness by a telephone call to Brian K. Rosenzweig of Covington & Burling
        LLP at (212) 841-1108 and that such effectiveness also be confirmed in writing.

              Respectfully,

              MeaTech 3D Ltd.

              By:

              /s/ Arik Kaufman

              Name:

            Arik Kaufman

            Title:

            Chief Executive Officer

      cc: Brian K. Rosenzweig, Covington & Burling LLP

United States securities and exchange commission logo
April 8, 2022
Arik Kaufman
Chief Executive Officer
MeaTech 3D Ltd.
5 David Fikes St.
Rehovot, Israel
Re:MeaTech 3D Ltd.
Registration Statement on Form F-3
Filed April 4, 2022
File No. 333-264110
Dear Mr. Kaufman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Brian Rosenzweig

CORRESP
1
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    March 8, 2021

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F. Street, N.E.

    Washington, D.C.  20549

          Re:

            MeaTech 3D Ltd. Registration Statement on Form F-1 (Registration No. 333-253257),
              as amended – Concurrence in Acceleration Request

    Ladies and Gentlemen:

    Pursuant to Rule 461 under the
        Securities Act of 1933, as amended, H.C. Wainwright & Co., LLC (“Wainwright”), on behalf of and as the representative of the several underwriters in the offering to which the above-mentioned registration statement relates, hereby
        concurs in the request by MeaTech 3D Ltd. (the “Company”) that the
        effective date of the above-referenced registration statement be accelerated to 5:15 p.m. (Eastern Standard Time), or as soon as practicable thereafter, on March 11, 2021, or at such other time as the Company or its counsel, Covington & Burling
        LLP, may request by telephone that such Registration Statement be declared effective. Wainwright affirms that it is aware of its and the participating underwriters
        are aware of their, obligations under the Securities Act in connection with this offering.

            Very truly yours,

            H.C. WAINWRIGHT & CO., LLC

            By:       /s/ Edward D. Silvera

            Name:  Edward D. Silvera

            Title:    Chief Operating Officer

      430 Park Avenue | New York, NY 10022 | 212.356.0500 | www.hcwco.com

        Member: FINRA/SIPC

CORRESP
1
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    MeaTech 3D Ltd.

    18 Einstein St.

    P.O. Box 4061

    Ness Ziona 7414001

    Israel

    March 8, 2021

    Via EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549-3561

    Attn: Geoff Kruczek, Jay Ingram, Ernest Greene and Anne McConnell

            Re:

            MeaTech 3D Ltd.

            Amendment No. 1 to Registration Statement on Form F-1

            Filed March 5, 2021

            File No. 333-253257

    Ladies and Gentlemen:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), MeaTech 3D Ltd. (the “Company”) hereby
      respectfully requests that the effective date of the above-referenced Registration Statement on Form F-1 (the “Registration Statement”) be accelerated by the Securities and Exchange Commission so that the Registration Statement, as then amended, will
      be declared effective under the Securities Act at 5:15 p.m. Eastern Standard Time on March 11, 2021, or as soon thereafter as is practicable, or such other time as the Company or its counsel, Covington & Burling LLP, may request by telephone that
      such Registration Statement be declared effective.

    We respectfully request that we be notified of such effectiveness by a telephone call to Brian K. Rosenzweig of Covington & Burling LLP
      at (212) 841-1108 and that such effectiveness also be confirmed in writing.

            Respectfully,

            MeaTech 3D Ltd.

            By: /s/ Sharon Fima

            Name: Sharon Fima

            Title:   Chief Executive Officer

    cc: Brian K. Rosenzweig, Covington & Burling LLP

CORRESP
1
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                  March 5, 2021

      VIA EDGAR

      U.S. Securities and Exchange Commission

        Division of Corporation Finance

        Office of Manufacturing

      100 F Street, N.E.

        Washington, D.C. 20549

        Attn:       Geoff Kruczek

      Jay Ingram

      Ernest Greene

      Anne McConnell

            Re:

              MeaTech 3D Ltd.

                Registration Statement on Form F-1

                Filed on February 18, 2021

                File No. 333-253257

      Ladies and Gentlemen:

      On behalf of MeaTech 3D Ltd. (“MeaTech”
        or the “Company”), we are submitting this letter in response to a letter, dated March 1, 2021, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the
        Company’s Registration Statement on Form F-1, which was filed publicly with the Commission on February 18, 2021 (the “Registration Statement”). The Company
        is concurrently electronically submitting for filing the Company’s Amendment No. 1 to the Registration Statement (the “Amended Registration Statement”),
        which includes changes to reflect responses to the Staff’s comments and other updates.

      The numbering of the paragraphs below corresponds to the numbering of the comments in the letter from the Staff. For
        the Staff’s convenience, we have incorporated the text of the Staff’s comments into this response letter in italics. The page references in the responses correspond to the page numbers in the Amended Registration Statement, and page references
        otherwise correspond to the page numbers in the Registration Statement. Capitalized terms used in this letter but otherwise not defined herein shall have the meanings set forth in the Amended Registration Statement.

      The responses provided herein are based upon information provided to Covington & Burling LLP by the Company. In
        addition to filing this letter via EDGAR, we are sending you supplementally the Amended Registration Statement (marked to show changes from the Registration Statement).

        U.S. Securities and Exchange Commission

          Division of Corporation Finance

          Office of Manufacturing

        March 5, 2021

      Page 2

      Form F-1 filed 02/18/2021

      Summary Consolidated Financial Data

      Preliminary Cash Estimate, page 13

            1.

              We note your disclosure of a preliminary cash and cash equivalent balance as of December 31, 2020. Please revise your disclosure to clarify, if
                accurate, that this preliminary balance does not reflect the reduction in cash that occurred as a result of your acquisition of Peace of Meat BV on February 10, 2012.

      Response to Comment No. 1:
        The Company respectfully advises the Staff that it has revised the disclosure on page 15 of the Amended Registration Statement in response to the Staff’s comment.

       Exhibit 23.1, page II-4

            2.

              We note your auditor has consented to their reported dated January 27, 2021 with respect to your financial statements that appear in the Form F-1.
                Please have your auditor revise their consent to refer to their actual report date of January 26, 2021 instead of January 27, 2021 so that the auditor’s report date referenced in the consent agrees with the auditor’s report date in the
                filing.

      Response to Comment No. 2:
        The Company respectfully advises the Staff that it has revised the disclosure on pages F-2 and F-8 of the Amended Registration Statement in response to the Staff’s comment to reflect the actual report date of January 27, 2021.

      *****

      Please contact me at (212) 841-1108 or Sarah C. Griffiths at (212) 841-1013 with any questions or further comments
        regarding our responses to the Staff’s comments.

                  Sincerely,

                  /s/ Brian K. Rosenzweig

                  Brian K. Rosenzweig

                    Covington & Burling LLP

            cc:

              Sharon Fima, MeaTech 3D Ltd.

                Guy Hefer, MeaTech 3D Ltd.

                Avraham Hampel, MeaTech 3D Ltd.

                Sarah C. Griffiths, Covington & Burling LLP

                Yaron Kaiser, Kaufman, Rabinovich, Kaiser, Raz & Co.

                Gary Emmanuel, McDermott Will & Emery LLP

                Zvi Gabbay, Barnea & Co.

                Ron Shuhatovich, Barnea & Co.

United States securities and exchange commission logo
March 1, 2021
Sharon Fima
Chief Executive Officer
Meat-Tech 3D Ltd.
18 Einstein St., P.O. Box 4061
Ness Ziona 7414001 Israel
Re:Meat-Tech 3D Ltd.
Registration Statement on Form F-1
Filed February 18, 2021
File No. 333-253257
Dear Mr. Fima:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form F-1 filed 02/18/2021
Summary Consolidated Financial Data
Preliminary Cash Estimate, page 13
1.We note your disclosure of a preliminary cash and cash equivalent balance as of
December 31, 2020.  Please revise your disclosure to clarify, if accurate, that this
preliminary balance does not reflect the reduction in cash that occurred as a result of your
acquisition of Peace of Meat BV on February 10, 2012.

Exhibit 23.1, page II-4
2.We note your auditor has consented to their report dated January 27, 2021 with respect to
your financial statements that appear in the Form F-1.  Please have your auditor revise

 FirstName LastNameSharon Fima
 Comapany NameMeat-Tech 3D Ltd.
 March 1, 2021 Page 2
 FirstName LastName
Sharon Fima
Meat-Tech 3D Ltd.
March 1, 2021
Page 2
their consent to refer to their actual report date of January 26, 2021 instead of January 27,
2021 so that the auditor's report date referenced in the consent agrees with the auditor's
report date in the filing.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Ernest Greene at (202) 551-3733 or Anne McConnell at (202) 551-
3709 if you have questions regarding comments on the financial statements and related
matters.  Please contact Geoff Kruczek at (202) 551-3641 or Jay Ingram, Legal Branch Chief, at
(202) 551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Brian Rosenzweig

CORRESP
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    February 18, 2021

    VIA EDGAR AND FEDERAL EXPRESS

    U.S. Securities and Exchange Commission

      Division of Corporation Finance

      Office of Manufacturing

    100 F Street, N.E.

      Washington, D.C. 20549

      Attn:      Geoff Kruczek

    Jay Ingram

    Ernest Greene

    Anne McConnell

          Re:

            Meat-Tech 3D Ltd.

              Registration Statement on Form F-1

              Submitted January 27, 2021

              CIK No. 0001828098

    Ladies and Gentlemen:

    On behalf of Meat-Tech 3D Ltd. (“Meat-Tech”
      or the “Company”), we are submitting this letter in response to a letter, dated February 9, 2021, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the
      Company’s Amendment No. 2 to its Confidential Draft Registration Statement on Form F-1 submitted to the Commission on January 27, 2021 (the “Draft Registration Statement”).
      The Company is concurrently filing publicly its Registration Statement on Form F-1 (the “Registration Statement”), which includes changes to reflect responses
      to the Staff’s comment and other updates.

    The numbering of the paragraph below corresponds to the numbering of the comment in the letter from the Staff. For the
      Staff’s convenience, we have incorporated the text of the Staff’s comment into this response letter in italics. The page reference in the response corresponds to the page numbers in the Registration Statement, and page references otherwise correspond
      to the page numbers in the Draft Registration Statement. Capitalized terms used in this letter but otherwise not defined herein shall have the meanings set forth in the Registration Statement.

    The responses provided herein are based upon information provided to Covington & Burling LLP by the Company. In
      addition to filing this letter via EDGAR, we are sending you supplementally the Registration Statement (marked to show changes from the Draft Registration Statement).

      U.S. Securities and Exchange Commission

        Division of Corporation Finance

        Office of Manufacturing

      February 18, 2021

      Page 2

    Amendment No. 2 to Confidential Draft Registration Statement on Form F-1

    Dilution, page 48

          1.

            We note your response to prior comment 2. Please expand the table on page 49 to disclose how the numbers and percentages would change assuming the
              exercise of all warrant and options and vesting of prior equity awards.

    Response to Comment No. 1:
      The Company respectfully advises the Staff that it previously revised the disclosure on page 49 of the Registration Statement in response to the Staff’s prior comment 2 and believes that no further edits are needed.

    *****

    Please contact me at (212) 841-1108 or Sarah C. Griffiths at (212) 841-1013 with any questions or further comments
      regarding our responses to the Staff’s comments.

                Sincerely,

                /s/ Brian K. Rosenzweig

                Brian K. Rosenzweig

                  Covington & Burling LLP

          cc:

            Sharon Fima, Meat-Tech 3D Ltd.

              Guy Hefer, Meat-Tech 3D Ltd.

              Avraham Hampel, Meat-Tech 3D Ltd.

              Sarah C. Griffiths, Covington & Burling LLP

              Yaron Kaiser, Kaufman, Rabinovich, Kaiser, Raz & Co.

              Gary Emmanuel, McDermott Will & Emery LLP

              Zvi Gabbay, Barnea & Co.

              Ron Shuhatovich, Barnea & Co.

United States securities and exchange commission logo
February 9, 2021
Sharon Fima
Chief Executive Officer
Meat-Tech 3D Ltd.
18 Einstein St., P.O. Box 4061
Ness Ziona 7414001 Israel
Re:Meat-Tech 3D Ltd.
Amendment No. 2 to Confidential Draft Registration Statement on Form F-1
Submitted January 27, 2021
CIK No. 0001828098
Dear Mr. Fima:
            We have reviewed your amended draft registration statement and have the following
comment.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Confidential Draft Registration Statement on Form F-1
Dilution, page 48
1.We note your response to prior comment 2.  Please expand the table on page 49 to
disclose how the numbers and percentages would change assuming the exercise of all
warrant and options and vesting of prior equity awards.
            You may contact Ernest Greene at (202) 551-3733 or Anne McConnell, Senior
Accountant, at (202) 551-3709 if you have questions regarding comments on the financial
statements and related matters.  Please contact Geoff Kruczek at (202) 551-3641 or Jay Ingram,
Legal Branch Chief, at (202) 551-3397 with any other questions.

 FirstName LastNameSharon Fima
 Comapany NameMeat-Tech 3D Ltd.
 February 9, 2021 Page 2
 FirstName LastName
Sharon Fima
Meat-Tech 3D Ltd.
February 9, 2021
Page 2
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Brian Rosenzweig

CORRESP
1
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    January 27, 2021

    VIA EDGAR AND FEDERAL EXPRESS

    U.S. Securities and Exchange Commission

      Division of Corporation Finance

      Office of Manufacturing

    100 F Street, N.E.

      Washington, D.C. 20549

      Attn:       Geoff Kruczek

    Jay Ingram

    Ernest Greene

    Anne McConnell

          Re:

            Meat-Tech 3D Ltd.

              Registration Statement on Form F-1

              Submitted December 31, 2020

              CIK No. 0001828098

    Ladies and Gentlemen:

    On behalf of Meat-Tech 3D Ltd. (“Meat-Tech” or the “Company”), we are confidentially submitting this letter in response to a letter, dated January 15, 2021, from the staff (the “Staff”)

      of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Amended Confidential Draft Registration Statement on Form F-1 submitted to the Commission on December 31, 2020 (the “Draft Registration Statement”).

      The Company is concurrently confidentially submitting Amendment No. 2 to the Draft Registration Statement (the “Amended Draft Registration Statement”), which includes changes to reflect responses to the Staff’s comments and other updates.

    The numbering of the paragraphs below corresponds to the numbering of the comments in the letter from the Staff. For the Staff’s convenience, we have incorporated the text of the Staff’s comments into
      this response letter in italics. Unless otherwise indicated, page references in the responses correspond to the page numbers in the Amended Draft Registration Statement, and page references otherwise correspond to the page numbers in the Draft
      Registration Statement. Capitalized terms used in this letter but otherwise not defined herein shall have the meanings set forth in the Amended Draft Registration Statement.

    The responses provided herein are based upon information provided to Covington & Burling LLP by the Company. In addition to confidentially submitting this letter via EDGAR, we are sending you
      supplementally the Amended Draft Registration Statement (marked to show changes from the Draft Registration Statement).

      U.S. Securities and Exchange Commission

        Division of Corporation Finance

        Office of Manufacturing

      January 27, 2021

      Page 2

    Amendment No. 1 to Confidential Draft Registration Statement on Form F-1

    ADS holders may not be entitled to a jury trial . . ., , page 41

          1.

            We note your response to prior comment 5. Please revise to clarify that investors cannot waive compliance with the federal securities laws, not only that they will not be deemed to waive compliance with those
              laws.

    Response to Comment No. 1: The Company respectfully advises the Staff that it has revised the disclosure on page 41 of the Amended Draft Registration Statement in response to the Staff’s
      comment.

    Dilution, page 48

          2.

            We note your response to prior comment 6. Please expand the table on page 49 to disclose how the numbers and percentages would change assuming the holders of the securities discussed in your response would
              exercise or otherwise acquire the underlying shares.

    Response to Comment No. 2: The Company respectfully advises the Staff that it has revised the disclosure on page 49 of the Amended Draft Registration Statement in response to the Staff’s
      comment.

    Unaudited Pro Forma Condensed Combined Financial Information

    Pro Forma Condensed Combined Statement of Financial Position, page 53

          3.

            Please disclose the specific nature of the IPR&D acquired and address the accounting for this asset subsequent to the acquisition. Please also clarify if and how the obligation to pay cash and issue shares
              under the Earnout are reflected in the pro forma financial statements.

    Response to Comment 3: The Company respectfully acknowledges the Staff’s comment and advises the Staff that Peace of Meat has a proprietary stem-cell-based technology. This technology is
      comprised of two components: (i) choosing cells from cattle, chicken or geese, and (ii) growing the cells in a proper way with the right concentration, in order to produce animal fats without harming the animals. The technology is currently in the
      development stage and is operating in a lab in small quantities. The Company anticipates approximately two years of development to reach the commercial stage.

    Under IFRS Guidelines, a single identifiable asset shall include any asset or group of assets that would be recognized and measured as a single identifiable asset in a business combination. As the two
      components of the technology described above have the same commercial purpose and are both used to produce cultured fat, the Company considers them to be one technology asset.

      U.S. Securities and Exchange Commission

        Division of Corporation Finance

        Office of Manufacturing

      January 27, 2021

      Page 3

    The Company has identified and estimated the value of the assets acquired from Peace of Meat under the concentration test method in accordance with IFRS 3, which indicates that more than 90% of the
      value is concentrated in the IPR&D. Therefore, the Company has determined that the acquisition should be recognized as an asset acquisition and not a business combination.

    Subsequent to the acquisition, the IPR&D asset will not be depreciated until the development has reached the commercial stage. The Company will annually test the need for impairment in accordance
      with IAS 36.

    The earnout amount is tied to the completion of four future technological milestones. The four milestones include specific performance conditions, including, among others, bioreactor size and cell
      density per milliliter. The earnout consideration amounts to a maximum amount of EUR 7.5 million comprised of approximately EUR 3.9 million in cash and approximately EUR 3.6 million in Meat-Tech shares.

    With respect to variable payments in the case of an asset acquisition, per the IFRIC update from March 2016, the Interpretations Committee discussed the accounting for variable payments that are made
      if the asset acquired complies with agreed-upon specifications at specific dates in the future (such as a standard production capacity or a standard performance). These are payments that the purchaser will have to make if the asset acquired is
      capable of providing at specific dates in the future a specific performance agreed upon with the seller. These payments are not dependent on the purchaser's future activity. As the variable consideration depends on performance conditions, the
      acquirer can elect an accounting policy whereby the obligation will be recognized when the future activity occurs.

    As the earnout payments are dependent on performance conditions, and there is uncertainty related to Peace of Meat achieving the performance milestones, management has elected to recognize and
      capitalize the earnout payments to the IPR&D asset once the milestones are met.

    Pro Forma Condensed Combined Statement of Loss For the Year Ended December 31, 2019, page 54

          4.

            Please present historical basic and diluted loss per share data and pro forma basic and diluted loss per share data on the face of the pro forma statements of loss here and on page 55. Please also provide
              reconciliations for the historical and pro forma weighted average shares outstanding used to calculate losses per share.

    Response to Comment 4: The Company respectfully advises the Staff that it has revised the disclosure on pages 54 and 55 of the Amended Draft Registration Statement in response to the Staff’s
      comment.

      U.S. Securities and Exchange Commission

        Division of Corporation Finance

        Office of Manufacturing

      January 27, 2021

      Page 4

    Financial Statements

    General, page F-1

          5.

            We note your Form F-1/A includes audited financial statements that are older than 12 months. Since it appears this represents an IPO for your ADSs, please explain your consideration of Item 8.A.4 of Form 20-F,
              and the corresponding instructions, which indicates that audited financial statements should generally not be older than 12 months at the time of filing but also indicates audited financial statements not older than 15 months may be permitted
              if a company is able to represent the following:

          •

            The company is not required to comply with the 12 month requirement for the age of financial statements in any other jurisdiction outside the United States; and

          •

            Complying with the 12 month requirement is impracticable or involves undue hardship.

    If you meet the above criteria, please provide a representation from management that says you meet the criteria and file that representation as an exhibit to your registration
      statement. If you do not meet the criteria or if your registration statement is not declared effective before 3/31/21, please provide updated audited financial statements and related disclosures.

    Response to Comment No. 5: The Company respectfully acknowledges the Staff’s comment and advises the Staff that its securities are listed on the Tel Aviv Stock Exchange and that therefore a
      representation under Item 8.A.4. of Form 20-F is not required. See also Division of Corporation Finance, Financial Reporting Manual, Section 6220.3. The Company
      advises the Staff that if its registration statement is not declared effective before March 31, 2021, it will provide updated audited financial statements and related disclosures.

    Note 16 - Agreements, Guarantees and Liens, page F-23

          6.

            We have read your response to prior comment nine. Please more fully address the following:

          •

            You indicate that Chicken Meat-Tech Ltd. has the ability to elect, appoint or remove the members of the governing body of the combined entity. On page F-31, you appear to indicate that four MeaTech directors
              were appointed to the Company's board of directors but in your response, you indicate that you appointed new directors constituting half (three out of six) of the members of the board of directors of Meat-Tech 3D Ltd. Clarify whether you
              appointed a majority of the board of directors and confirm whether you have the authority to elect, appoint or remove a majority of the board of directors;

      U.S. Securities and Exchange Commission

        Division of Corporation Finance

      Office of Manufacturing

      January 27, 2021

      Page 5

    Response to Comment No. 6, Bullet Point No. 1: The Company respectfully confirms to the Staff that the Company has the authority to elect, appoint and remove all members of the board of
      directors. The Company also confirms that it controlled the appointment of a majority of the immediate post-merger board of directors (three out of five), by (i) appointing its Chief Executive Officer as a non-external director (as defined below) and
      (ii) deciding in its sole discretion that, rather than immediately electing additional non-external directors, it would allow two non-external directors of Ophectra to remain. These directors were retained based on their business experience or
      financial expertise, as well as to maintain sound corporate governance. The directors that remained on the board following the merger were not involved in Ophectra’s business. Shortly after the merger, one of the remaining directors resigned and the
      Company appointed two additional directors, including the Chairman of the Company’s Board of Directors, neither of whom were associated with Ophectra. This brought the number of directors appointed or requested to remain by the post-merger Company to
      four, with the remaining two being external directors, and hence not affiliated with either Ophectra or the Company. The Company respectfully advises the Staff that it has revised the disclosure on page F-31 of the Amended Draft Registration
      Statement to better reflect these details, in response to the Staff’s comment.

    Companies organized under Israeli law and traded on the Tel Aviv Stock Exchange are required to have two groups of directors, “non-external directors” and “external directors.”  Israeli corporate law
      currently requires at least two external directors and does not set limits on the number of non-external directors. Under Israeli corporate law and the Company’s articles of association, its non-external directors are to be elected by the vote of
      holders of a simple majority of ordinary shares participating in the vote. The election of the Company’s two external directors requires the vote of holders of a majority of ordinary shares as well as holders of a majority of ordinary shares not
      owned by controlling shareholders. As the Company has no controlling shareholder, the threshold is the same in practice. Likewise, a simple majority of ordinary shares participating in a vote are entitled to remove non-external directors.

    Immediately prior to the merger, the outstanding equity of Ophectra consisted of 19,870,337 ordinary shares. Immediately following the merger, these shares represented 39.4% of the outstanding equity
      of the merged company. Since then, the Company has allocated additional ordinary shares, primarily to investors in the post-merger Meat-Tech 3D and its business, who, to the best of the Company’s knowledge, had no connection to Ophectra. As a result,
      the outstanding equity of Ophectra immediately prior to the merger, together with warrants allocated by Ophectra and exercised into an aggregate 4,626,569 ordinary shares since the merger, now represent 30.7% of the 79,866,264 ordinary shares of the
      Company’s outstanding equity. The shares allocated to founders of and investors in the pre-merger target/surviving Company collectively hold 69.3% of the Company’s outstanding equity. It is through this share ownership that the Company, and not
      Ophectra, holds more than a majority of the outstanding shares and therefore has the authority to elect, appoint or remove a majority of the board of directors.

      U.S. Securities and Exchange Commission

        Division of Corporation Finance

        Office of Manufacturing

      January 27, 2021

      Page 6

          •

            You indicate that the relative market value of Chicken Meat-Tech Ltd. was significantly higher than that of Meat-Tech 3D Ltd. (formerly Ophectra) prior to the reverse acquisition. Help us understand how you
              determined the relative market value of both entities and tell us what consideration you gave to using assets, revenues and profit in your analysis of relative size. Refer to paragraph B16 of IFRS 3;

    Response to Comment No. 6, Bullet Point No. 2: In accordance with paragraph B16 of IFRS 3, “The acquirer is usually the combining entity whose relative size
        (measured in, for example, assets, revenues or profit) is significantly greater than that of the other combining entity or entities.”

    The Company respectfully acknowledges the Staff’s comment and advises the Staff that it determined that assets, as an example of relevant size comparison, is not relevant to examine the relative size
      of the two pre-merger companies. This determination was made because Chicken Meat-Tech Ltd. (formerly MeaTech Ltd.) is in the research and development stage and does not capitalize expenses, and therefore the size of Chicken Meat-Tech Ltd. (formerly
      MeaTech Ltd.) isn’t represented by the assets on its balance sheet. It was further determined that the revenu

United States securities and exchange commission logo
January 15, 2021
Sharon Fima
Chief Executive Officer
Meat-Tech 3D Ltd.
18 Einstein St., P.O. Box 4061
Ness Ziona 7414001 Israel
Re:Meat-Tech 3D Ltd.
Confidential Draft Registration Statement on Form F-1
Submitted December 31, 2020
CIK No. 0001828098
Dear Mr. Fima:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Confidential Draft Registration Statement on Form F-1 submitted
December 31, 2020
ADS holders may not be entitled to a jury trial . . ., , page 41
1.We note your response to prior comment 5.  Please revise to clarify that investors cannot
waive compliance with the federal securities laws, not only that they will not be deemed
to waive compliance with those laws.
Dilution, page 48
2.We note your response to prior comment 6.  Please expand the table on page 49 to
disclose how the numbers and percentages would change assuming the holders of the
securities discussed in your response would exercise or otherwise acquire the underlying

 FirstName LastNameSharon Fima
 Comapany NameMeat-Tech 3D Ltd.
 January 15, 2021 Page 2
 FirstName LastNameSharon Fima
Meat-Tech 3D Ltd.
January 15, 2021
Page 2
shares.
Unaudited Pro Forma Condensed Combined Financial Information
Pro Forma Condensed Combined Statement of Financial Position, page 53
3.Please disclose the specific nature of the IPR&D acquired and address the accounting for
this asset subsequent to the acquisition. Please also clarify if and how the obligation to pay
cash and issue shares under the Earnout are reflected in the pro forma financial statements.
Pro Forma Condensed Combined Statement of Loss For the Year Ended December 31, 2019,
page 54
4.Please present historical basic and diluted loss per share data and pro forma basic and
diluted loss per share data on the face of the pro forma statements of loss here and on page
55. Please also provide reconciliations for the historical and pro forma weighted average
shares outstanding used to calculate losses per share.
Financial Statements
General, page F-1
5.We note your Form F-1/A includes audited financial statements that are older than 12
months. Since it appears this represents an IPO for your ADSs, please explain your
consideration of Item 8.A.4 of Form 20-F, and the corresponding instructions, which
indicates that audited financial statements should generally not be older than 12 months at
the time of filing but also indicates audited financial statements not older than 15 months
may be permitted if a company is able to represent the following:
•The company is not required to comply with the 12 month requirement for the age of
financial statements in any other jurisdiction outside the United States; and
•Complying with the 12 month requirement is impracticable or involves undue
hardship.
If you meet the above criteria, please provide a representation from management that says
you meet the criteria and file that representation as an exhibit to your registration
statement. If you do not meet the criteria or if your registration statement is not declared
effective before 3/31/21, please provide updated audited financial statements and related
disclosures.
Note 16 - Agreements, Guarantees and Liens, page F-23
6.We have read your response to prior comment nine. Please more fully address the
following:
•You indicate that Chicken Meat-Tech Ltd. has the ability to elect, appoint or remove
the members of the governing body of the combined entity. On page F-31, you
appear to indicate that four MeaTech directors were appointed to the Company's
board of directors but in your response, you indicate that you appointed new directors
constituting half (three out of six) of the members of the board of directors of Meat-

 FirstName LastNameSharon Fima
 Comapany NameMeat-Tech 3D Ltd.
 January 15, 2021 Page 3
 FirstName LastName
Sharon Fima
Meat-Tech 3D Ltd.
January 15, 2021
Page 3
Tech 3D Ltd. Clarify whether you appointed a majority of the board of directors
and confirm whether you have the authority to elect, appoint or remove a majority of
the board of directors;
•You indicate that the relative market value of Chicken Meat-Tech Ltd. was
significantly higher than that of Meat-Tech 3D Ltd. (formerly Ophectra) prior to the
reverse acquisition. Help us understand how you determined the relative market value
of both entities and tell us what consideration you gave to using assets, revenues and
profit in your analysis of relative size. Refer to paragraph B16 of IFRS 3;
•It remains unclear to us how you determined that historical financial statements for
Meat-Tech 3D (f/k/a Ophectra) are not required under Item 4 of Form F-1 or would
not be meaningful. We also note you continue to hold an investment in Therapin;
•It remains unclear to us how the shares used to calculate historical losses per share
are appropriate. It appears to us that the 30,525,506 shares the MeaTech shareholders
received from Meat-Tech 3D (f/k/a Ophectra) as of the date of the reverse acquisition
essentially represent the restated historical shares of MeaTech and that the shares
outstanding at Meat-Tech 3D (f/k/a Ophectra) prior to the reverse acquisition should
be reflected as being "issued" as of the reverse acquisition date. Refer to paragraphs
B25-B27 of IFRS 3; and
•Given that you present financial statements subsequent to the reverse acquisition,
explain why the pre-reverse acquisition financial statements continue to use the name
of the legal acquiree rather than the name of the legal acquiror.
            You may contact Ernest Greene at (202) 551-3733 or Anne McConnell at (202) 551-
3709 if you have questions regarding comments on the financial statements and related
matters.  Please contact Geoff Kruczek at (202) 551-3641 or Jay Ingram, Legal Branch Chief, at
(202) 551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Brian Rosenzweig

CORRESP
1
filename1.htm

                          December 31, 2020

    VIA EDGAR AND FEDERAL EXPRESS

    U.S. Securities and Exchange Commission

      Division of Corporation Finance

      Office of Manufacturing

    100 F Street, N.E.

      Washington, D.C. 20549

      Attn:       Geoff Kruczek

    Jay Ingram

    Ernest Greene

    Anne McConnell

          Re:

            Meat-Tech 3D Ltd.

              Registration Statement on Form F-1

              Submitted October 27, 2020

              CIK No. 0001828098

    Ladies and Gentlemen:

    On behalf of Meat-Tech 3D Ltd. (“Meat-Tech” or the “Company”), we are confidentially submitting this letter in response to a letter, dated November 23, 2020, from the staff (the “Staff”)
      of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Confidential Draft Registration Statement on Form F-1 submitted to the Commission on October 27, 2020 (the “Draft Registration Statement”). The
      Company is concurrently confidentially submitting Amendment No. 1 to the Draft Registration Statement (the “Amended Draft Registration Statement”), which includes changes to reflect responses to the Staff’s comments and other updates.

    The numbering of the paragraphs below corresponds to the numbering of the comments in the letter from the Staff. For the Staff’s convenience, we have incorporated the text of the Staff’s comments into
      this response letter in italics. Unless otherwise indicated, page references in the responses correspond to the page numbers in the Amended Draft Registration Statement, and page references otherwise correspond to the page numbers in the Draft
      Registration Statement. Capitalized terms used in this letter but otherwise not defined herein shall have the meanings set forth in the Amended Draft Registration Statement.

    The responses provided herein are based upon information provided to Covington & Burling LLP by the Company. In addition to confidentially submitting this letter via EDGAR, we are sending you
      supplementally the Amended Draft Registration Statement (marked to show changes from the Draft Registration Statement).

    Draft Registration Statement on Form F-1

    Our Company, page 4

              1.

              Please revise and highlight your history of losses and expected need for substantial additional funds in the future.

    Response to Comment No. 1: The Company respectfully advises the Staff that it has revised the disclosure on page 5 of the Amended Draft Registration Statement in response to the Staff’s comment.

    The Offering, page 8

              2.

              Please reconcile the list of excluded shares presented in the bullets on page 9 with the related disclosures presented on pages 43 and 45.

    Response to Comment No. 2: The Company respectfully advises the Staff that the list of excluded shares presented in the bullets on page 10 of the Amended Draft Registration Statement reflects
      the number of ordinary shares issuable as of the most recent practicable date. As a result, the share totals included in these bullets reflect developments subsequent to the most recent balance sheet date, which is the basis for the disclosures
      presented on pages 47 and 49.

    Unaudited Pro Forma Condensed Combined Financial Information, page 12

              3.

              You indicate that summary unaudited pro forma condensed combined financial data will give effect to the planned acquisition of Peace of Meat, B.V., or POM, as described in “Business” and
                “Unaudited Pro Forma Condensed Combined Financial Information”. Please demonstrate to us how you determined whether additional historical financial statements will be required under Item 4 of Form F-1 for this probable acquisition. Please
                provide all required historical and pro forma financial statements in your amended filing.

    Response to Comment No. 3: The Company respectfully advises the Staff that it considered the need to provide financial statements under Rule 3-05 of Regulation S-X in connection with its
      acquisition of POM, by evaluating the significance of POM to the Company’s consolidated financial statements. In accordance with the Rule, the financial statements of a recent or probable acquisition must be included in a registration statement if
      the probable acquisition is determined to be significant applying the investment, income and asset tests set forth under Rule 1-02(w) of Regulation S-X by comparing the most recent annual financial statements of the business likely to be acquired, to
      the registrant’s most recent annual audited consolidated financial statements filed on or prior to the date of filing the registration statement.

      2

    The Company determined that POM is a significant subsidiary under the aforementioned tests when compared to the Company’s December 31, 2019 consolidated financial statements, with significance in
      excess of 20% for the investment and asset tests, and 50% for the income test. As a result, the financial statements of POM are required to be provided in the Registration Statement under Rule 3-05.

    The Company further advises that it has provided audited annual and unaudited interim pre-acquisition financial statements of Peace of Meat BV, as well as unaudited pro forma combined financial
      information in the Amended Draft Registration Statement.

    Risk Factors, page 13

              4.

              Please add risk factors discussing the risks to investors relating the provisions of the deposit agreement mentioned on pages 99 and 100. Specifically, the provisions regarding the ability
                to amend the deposit agreement without ADS holder consent and the limitation of liability provision, respectively.

    Response to Comment No. 4: The Company respectfully advises the Staff that it has revised the disclosure on pages 40 and 41 of the Amended Draft Registration Statement in response to the Staff’s
      comment.

    ADS holders may be entitled to a jury trial…, page 37

              5.

              Please revise to discuss whether this provision would apply if the ADS holder withdrew the underlying ordinary shares. Also revise the disclosure regarding whether a provision "serves as a
                waiver" to state clearly that investors cannot waive compliance with the federal securities laws. Finally, expand your disclosure on page 95 to discuss this provision.

    Response to Comment No. 5: The Company respectfully advises the Staff that it has revised the disclosure on pages 41, 42 and 108 of the Amended Draft Registration Statement in response to the
      Staff’s comment.

    Dilution, page 44

              6.

              Please expand the disclosure related to the table on page 45 to disclose how the numbers and percentages would change, assuming the holders of the securities mentioned in the first six
                bullets on page 9 would elect to exercise or otherwise acquire the underlying ordinary shares.

    Response to Comment No. 6: The Company respectfully advises the Staff that it has revised the disclosure on page 49 of the Amended Draft Registration Statement in response to the Staff’s
      comment. In addition, the Company has added responsive disclosure on page 36 in the risk factor entitled, “You will experience immediate and substantial dilution in the net tangible book value of the ADSs you will purchase in this offering.”

      3

    Board of Directors, page 81

              7.

              Please revise to clarify which of the members of your board qualify as independent. Also, the risk factor that begins on page 31 suggest a majority of your board will not be independent, in
                reliance on your home country practices. If so, please revise to state so directly.

    Response to Comment No. 7: The Company respectfully advises the Staff that it has revised the disclosure on pages 34, 84 and 88 of the Amended Draft Registration Statement in response to the
      Staff’s comment.

    Certain Relationships and Related Party Transactions, page 89

              8.

              Please revise to discuss the transactions mentioned on pages F-19 and F-40.

    Response to Comment No. 8: The Company respectfully advises the Staff that all transactions mentioned on pages F-19 and F-40 that meet the criteria for materiality have already been included in
      the “Certain Relationships and Related Party Transactions” section.

    Financial Statements

    Note 16 – Agreements, Guarantees and Liens, page F-23

              9.

              You indicate that at the time of completing the Merger, Meat-Tech 3D (f/k/a Ophectra) was a shell company without significant business operations, and as such the Merger is not considered a
                business acquisition as defined in IFRS 3, that the Company is the acquirer of the business for accounting purposes, and therefore the transaction was treated as a reverse acquisition that does not constitute a business combination. Please
                more fully address the following:

              •

              Explain to us how you determined Chicken Meat-Tech Ltd. (formerly MeaTech Ltd.) is the accounting acquirer. Refer to Paragraphs B14-18 of IFRS 3;

    Response to Comment No. 9: The Company respectfully advises the Staff that, in accordance with Paragraph B7 of IFRS 3, the Company determined that Opechtra was not a business at the time of the
      merger, as Opechtra did not have processes that can be applied to inputs to create outputs as defined in Paragraph B7. Therefore, the Company applied the guidance in the IFRIC Update - 12 and 13 March 2013, whereby it applied by analogy the reverse
      acquisition guidance in IFRS 3, and accounted for the transaction as a share-based payment transaction in accordance with IFRS 2.

      4

    Paragraphs B14-B18 of IFRS 3 provide several factors to consider, and, based on these factors, the Company determined that Chicken Meat-Tech Ltd. is the accounting acquirer based on the following:

              •

              The acquirer is usually the combining entity whose owners as a group retain or receive the largest portion of the voting rights in the combined entity. In accordance with the merger agreement, the majority
                (60%-68%) of the voting rights belong to Chicken Meat-Tech Ltd. (formerly MeaTech Ltd., the private entity, or accounting acquirer).

              •

              The acquirer is usually the combining entity whose owners have the ability to elect, appoint or remove a majority of the members of the governing body of the combined entity. In accordance with the merger
                agreement, Chicken Meat-Tech Ltd. has the ability to elect, appoint or remove the members of the governing body of the combined entity. Chicken Meat-Tech Ltd. appointed new directors constituting half (three out of six) of the members of
                the board of directors of Meat-Tech 3D Ltd. (formerly Ophectra, the combined entity). The three remaining directors are independent directors who are not representatives of Ophectra.

              •

              The acquirer is usually the combining entity whose (former) management dominates the management of the combined entity. The management of Meat-Tech 3D Ltd. post-merger is the same management of Chicken
                Meat-Tech Ltd., while none of Ophectra’s management continued with the Company.

              •

              The acquirer is usually the combining entity whose relative size is significantly greater than that of the other combining entity or entities. The relative market value of Chicken Meat-Tech Ltd. is
                significantly higher than that of Meat-Tech 3D Ltd. (formerly Ophectra) prior to the reverse acquisition. Meat-Tech 3D Ltd. was a company without active operations prior to the merger, while Chicken Meat-Tech Ltd. was an operating company.

    In addition, in accordance with Item B19, reverse acquisitions sometimes occur when an active private entity wishes to become a public entity but does not wish to list its shares for trading. To this
      end, the private entity organizes a public entity to acquire its capital rights in exchange for the issuance of capital rights of the public entity. In our case, although the public entity (Meat-Tech 3D Ltd.) is the legal acquirer because it has
      issued its capital rights, it is considered the accounting acquiree based on the guidance in paragraphs B13–B18. Therefore, the private entity (Chicken Meat-Tech Ltd.), although it is the legal acquiree (because its capital rights have been legally
      acquired), is considered the acquirer for accounting purposes (i.e., the accounting acquirer).

      5

    In light of the factors discussed above, for accounting purposes the public entity, Meat-Tech 3D Ltd., has been identified as the accounting acquiree, and the private entity, Chicken Meat-Tech Ltd.,
      has been identified as the accounting acquirer.

              •

              Demonstrate to us how you determined historical financial statements for Meat-Tech 3D (f/k/a Ophectra) are not required under Item 4 of Form F-1. Although you indicate Meat-Tech 3D (f/k/a
                Ophectra) was s shell company without significant business operations, based on their investigation in Therapin, it appears to us their assets exceeded your assets as of the merger date; and

    The Company respectfully advises the Staff that, in determining the financial statement requirements under Item 4 of Form F-1, we considered financial reporting requirements under IFRS, relevance of
      historical financial statements of Meat-Tech 3D Ltd. (formerly Ophectra) and relevant Commission guidance.

    Under IFRS 3.B21 “Consolidated financial statements prepared following a reverse acquisition are issued under the name of the legal parent (accounting acquiree) but described in the notes as a
      continuation of the financial statements of the legal subsidiary (accounting acquirer).”  Furthermore, “Comparative information presented in those consolidated financial statements is also retroactively adjusted to reflect the legal capital of the
      legal parent (accounting acquiree).”

    Section 12210 of the Commission’s Financial Reporting Manual states:

    For accounting purposes, the legal acquiree is treated as the continuing reporting entity that acquired the registrant (the legal acquirer). Reports filed by the registrant after a reverse acquisition
      or reverse recapitalization should parallel the financial reporting required under GAAP—as if the accounting acquirer were the legal successor to the registrant's reporting obligation as of the date of the acquisition.

    The most recent financial statements included in the Amended Draft Registration Statement are interim statements of Meat-Tech 3D Ltd. as at June 30, 2020, which reflect a continuation of the financial
      statements of the accounting acquirer, Chicken MeaTech Ltd. (formerly MeaTech Ltd.). The audited financial statements as at December 31, 2019, however, pre-date the reverse acquisition transaction. In order to provide consistent and relevant
      information, we determined that such financial statements should be those of Chicken Meat-Tech Ltd. We also believe that since there was no continuity of the legal acquirer's operations, the acquisition does not meet the definition of an acquisition
      of a business under the Commission’s rules and that disclosure of prior financial information of the legal acquirer would not be material to obtaining an understanding of future operations.

      6

    Regarding Meat-Tech 3D Ltd.’s (formerly Ophectra) investment in Therapin, the investment was passive in nature and did not represent a revenue producing activity. Furthermore, the

United States securities and exchange commission logo
November 23, 2020
Sharon Fima
Chief Executive Officer
Meat-Tech 3D Ltd.
18 Einstein St., P.O. Box 4061
Ness Ziona 7414001 Israel
Re:Meat-Tech 3D Ltd.
Confidential Draft Registration Statement on Form F-1
Submitted October 27, 2020
CIK No. 0001828098
Dear Mr. Fima:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Confidential Draft Registration on Form F-1 submitted October 27, 2020
Our Company, page 4
1.Please revise to highlight your history of losses and expected need for substantial
additional funds in the future.
The Offering, page 8
2.Please reconcile the list of excluded shares presented in the bullets on page 9 with the
related disclosures presented on pages 43 and 45.

 FirstName LastNameSharon Fima
 Comapany NameMeat-Tech 3D Ltd.
 November 23, 2020 Page 2
 FirstName LastName
Sharon Fima
Meat-Tech 3D Ltd.
November 23, 2020
Page 2
Unaudited Pro Forma Condensed Combined Financial Information, page 12
3.You indicate that summary unaudited pro forma condensed combined financial data will
give effect to the planned acquisition of Peace of Meat, B.V., or POM, as described in
“Business” and “Unaudited Pro Forma Condensed Combined Financial Information”.
Please demonstrate to us how you determined whether additional historical financial
statements will be required under Item 4 of Form F-1 for this probable acquisition. Please
provide all required historical and pro forma financial statements in your amended filing.
Risk Factors, page 13
4.Please add risk factors discussing the risks to investors relating the provisions of the
deposit agreement mentioned on pages 99 and 100.  Specifically, the provisions regarding
the ability to amend the deposit agreement without ADS holder consent and the limitation
of liability provision, respectively.
ADS holders may not be entitled to a jury trial . . ., , page 37
5.Please revise to discuss whether this provision would apply if the ADS holder withdrew
the underlying ordinary shares.  Also revise the disclosure regarding whether a provision
"serves as a waiver" to state clearly that investors cannot waive compliance with the
federal securities laws.  Finally, expand your disclosure on page 95 to discuss this
provision.
Dilution, page 44
6.Please expand the disclosure related to the table on page 45 to disclose how the numbers
and percentages would change, assuming the holders of the securities mentioned in the
first six bullets on page 9 would elect to exercise or otherwise acquire the underlying
ordinary shares.
Board of Directors, page 81
7.Please revise to clarify which of the members of your board qualify as independent.  Also,
the risk factor that begins on page 31 suggest a majority of your board will not be
independent, in reliance on your home country practices.  If so, please revise to state so
directly.
Certain Relationships and Related Party Transactions, page 89
8.Please revise to discuss the transactions mentioned on pages F-19 and F-40.
Financial Statements
Note 16 - Agreements, Guarantees and Liens, page F-23
9.You indicate that at the time of completing the Merger, Meat-Tech 3D (f/k/a Ophectra)
was a shell company without significant business operations, and as such the Merger is

 FirstName LastNameSharon Fima
 Comapany NameMeat-Tech 3D Ltd.
 November 23, 2020 Page 3
 FirstName LastName
Sharon Fima
Meat-Tech 3D Ltd.
November 23, 2020
Page 3
not considered a business acquisition as defined in IFRS 3, that the Company is the
acquirer of the business for accounting purposes, and therefore the transaction was treated
as a reverse acquisition that does not constitute a business combination.  Please more fully
address the following:
•Explain to us how you determined Chicken Meat-Tech Ltd. (formerly MeaTech Ltd.)
is the accounting acquirer. Refer to Paragraphs B14-18 of IFRS 3;
•Demonstrate to us how you determined historical financial statements for Meat-Tech
3D (f/k/a Ophectra) are not required under Item 4 of Form F-1. Although you indicate
Meat-Tech 3D (f/k/a Ophectra) was a shell company without significant business
operations, based on their investment in Therapin, it appears to us their assets
exceeded your assets as of the merger date; and
•Explain to us how you determined the equity disclosures and the shares used in the
loss per share disclosures in both annual and interim financial statements are
appropriate and comply with IFRS 3.
Note 4 – Material Events in the Reporting Period
C. Separation Agreement from Therapin, page F-37
10.We note that the fair value of the investment in Therapin was determined with the
assistance of an independent external valuator, at the date of the separation agreement.
Please tell us what consideration you have given to identifying this third party expert and
obtaining and filing a related consent.
            You may contact Ernest Greene at (202) 551-3733 or Anne McConnell, Senior
Accountant, at (202) 551-3709 if you have questions regarding comments on the financial
statements and related matters.  Please contact Geoff Kruczek at (202) 551-3641 or Jay Ingram,
Legal Branch Chief, at (202) 551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Brian Rosenzweig