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