UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
FOR
THE MONTH OF FEBRUARY 2026
COMMISSION
FILE NUMBER 001-40173
Steakholder
Foods Ltd.
(Translation of registrant’s name into English)
Steakholder
Foods Ltd.
5 David Fikes St., Rehovot 7632805 Israel
+972
-73-541-2206
(Address of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:
Form
20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
This report is being submitted by Steakholder
Foods Ltd. (the “Company”) to provide financial disclosures in connection with the Company’s acquisition (the
“Acquisition”) of Twine Solutions Ltd. (“Twine”) as previously disclosed by the Company in its Report of Foreign Private Issuer on Form 6-K furnished to the U.S. Securities Exchange Commission
on November 4, 2025.
The audited financial statements
of Twine as of December 31, 2024 and December 31, 2023 are attached hereto as Exhibit 99.1 to this report and are incorporated by reference
herein.
The unaudited financial statements of
Twine for the six months ended June 30, 2025 are attached hereto as Exhibit 99.2 to this report and are incorporated herein by reference.
The unaudited pro forma condensed
combined financial information of the Company as of June 30, 2025, updated to reflect the acquisition of Twine as if it had occurred on
that date, and for the year ended December 31, 2024 and six months ended June 30, 2025, all updated to reflect the acquisition of Twine
as if it had occurred on January 1, 2024, are attached hereto as Exhibit 99.3 to this report and are incorporated by reference herein.
The unaudited pro forma combined financial information does not necessarily reflect what the Company’s results of operations, balance
sheets or cash flows would have been during the periods presented had the Acquisition been completed in prior periods and does not necessarily
indicate what the Company’s results of operations, balance sheets, cash flows or costs and expenses will be in the future.
This Form 6-K is hereby incorporated
by reference into the Company’s registration statements on Form F-3 (File Nos. 333-276845, 333-285501, 333-286445, 333-288621,
333-289323 and 333-291594) and Form S-8 (File Nos. 333-255419, 333-267045, 333-271112, 333-279010 and 333-286245).
Exhibits
| Exhibit No. |
|
Description |
| 23.1 |
|
Consent of Kost, Forer, Gabbay & Kasierer, a member of EY Global, independent auditor of Twine Solutions Ltd. |
| |
|
|
| 99.1 |
|
Audited Financial Statements of Twine Solutions Ltd. for the years ending December 31, 2024 and 2023 |
| |
|
|
| 99.2 |
|
Unaudited financial statements of Twine Solutions Ltd. for the six months ended June 30, 2025 |
| |
|
|
| 99.3 |
|
Unaudited Pro Forma Combined Financial Information for the six months ended June 30, 2025 and for the year ended December 31, 2024 |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
Steakholder Foods Ltd. |
| |
|
|
| |
By: |
/s/ Arik Kaufman |
| |
|
Name: Arik Kaufman |
| |
|
Title: Chief Executive Officer |
Date: February 3, 2026
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in
the following Registration Statements:
| 1. | Registration Statements (Form F-3 Nos. 333-276845, 333-285501,
333-286445, 333-288621, 333-289323 and 333-291594) of Steakholder Foods Ltd. |
| 2. | Registration Statements (Form S-8 Nos. 333-255419, 333-267045, 333-271112, 333-279010 and
333-286245) of Steakholder Foods Ltd. |
of our report dated December 24, 2025, relating
to the financial statements of Twine Solutions Ltd. as of and for the years ended December 31, 2024, and 2023 appearing in this Report
of foreign private issuer on Form 6-K of Steakholder Foods Ltd.
| /s/ KOST FORER GABBAY & KASIERER |
|
| KOST FORER GABBAY & KASIERER |
|
| |
|
| A member of EY Global |
|
| Tel Aviv, Israel |
|
| February 3, 2026 |
|
