Exhibit 99.2
TWINE SOLUTIONS LTD.
INTERIM FINANCIAL STATEMENTS
AS OF JUNE 30, 2025
U.S. DOLLARS IN THOUSANDS
INDEX
| Page | |
| Balance Sheets | 2 - 3 |
| Statements of Operations | 4 |
| Statements of changes in Convertible Preferred Shares and Shareholders’ Deficit | 5 |
| Statements of Cash Flows | 6 |
| Notes to Financial Statements | 7 - 14 |
- - - - - - - - - - - - - - - - - - -
TWINE SOLUTIONS LTD.
U.S. dollars in thousands
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | 1,278 | 178 | ||||||
| Restricted cash | 9 | 139 | ||||||
| Trade receivables | 10 | 186 | ||||||
| Other receivables | 105 | 129 | ||||||
| Inventory | 809 | 907 | ||||||
| Total current assets | 2,211 | 1,539 | ||||||
| NON-CURRENT ASSETS: | ||||||||
| Restricted deposits | 108 | 99 | ||||||
| Right-of-use assets | 259 | 333 | ||||||
| Fixed assets | 231 | 287 | ||||||
| Total non-current assets | 598 | 719 | ||||||
| Total assets | 2,809 | 2,258 | ||||||
The accompanying notes are an integral part of the financial statements.
2
TWINE SOLUTIONS LTD.
BALANCE SHEETS (UNAUDITED)
U.S. dollars in thousands, except share and per share data
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| (unaudited) | ||||||||
| LIABILITIES, CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS’ DEFICIT | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Trade payables | 2,311 | 2,131 | ||||||
| Other payables | 1,554 | 1,170 | ||||||
| Loan from related parties | 2,605 | 150 | ||||||
| Current maturities of a loan from a bank | 385 | - | ||||||
| Deferred revenues | 723 | 838 | ||||||
| Short-term lease liabilities | 187 | 183 | ||||||
| Total current liabilities | 7,765 | 4,472 | ||||||
| NON-CURRENT LIABILITIES: | ||||||||
| Loans from a bank | 829 | 1,055 | ||||||
| Long-term lease liabilities | 115 | 167 | ||||||
| Warrants | 102 | 123 | ||||||
| Total non-current liabilities | 1,046 | 1,345 | ||||||
| Total liabilities | 8,811 | 5,817 | ||||||
| CONVERIBLE PREFERED SHARES of NIS 0.01 par value each – 414,436,100 shares authorized on June 30, 2025 and December 2024. 246,573,475 shares issued and outstanding on June 30, 2025 and December 2024 | 4,988 | 4,638 | ||||||
| SHAREHOLDERS’ DEFICIT: | ||||||||
| Ordinary shares of NIS 0.01 par value each – 500,356,900 shares authorized on June 30, 2025 and December 2024; 9,782,052 shares issued and outstanding on June 30, 2025 and December 2024 | 27 | 27 | ||||||
| Additional paid-in capital | 38,056 | 38,044 | ||||||
| Accumulated deficit | (49,073 | ) | (46,268 | ) | ||||
| Total shareholders’ deficit | (10,990 | ) | (8,197 | ) | ||||
| Total liabilities, convertible preferred shares and shareholders’ equity | 2,809 | 2,258 | ||||||
| *) | Represents an amount lower than $ 1. |
The accompanying notes are an integral part of the financial statements.
| December 29, 2025 | /s/ Alon Bar-Shany | /s/ Allon Maoz | ||
| Date of approval of the financial statements |
Alon Bar-Shany Chairman of the Board |
Allon Maoz CEO |
3
TWINE SOLUTIONS LTD.
STATEMENTS OF OPERATIONS (Unaudited)
U.S. dollars in thousands
| Six Months Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Revenues | 224 | 183 | ||||||
| Cost of revenues | 519 | 264 | ||||||
| Gross loss | (295 | ) | (81 | ) | ||||
| Operating expenses: | ||||||||
| Research and development, net | 1,273 | 1,240 | ||||||
| Sales and marketing | 111 | 97 | ||||||
| General and administrative | 558 | 576 | ||||||
| Total operating expenses | 1,942 | 1,913 | ||||||
| Operating loss | (2,237 | ) | (1,994 | ) | ||||
| Financial expenses (income) | 568 | (52 | ) | |||||
| Other income | - | 168 | ||||||
| Net loss for the period | (2,805 | ) | (1,774 | ) | ||||
The accompanying notes are an integral part of the financial statements.
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TWINE SOLUTIONS LTD.
STATEMENTS OF CONVERTIBLE PREFERRED SHARED AND SHAREHOLDERS’ DEFICIT (Unaudited)
U.S. dollars in thousands, except share and per share data
| Convertible preferred | Additional | Total | |||||||||||||||||||||||||||
| shares | Ordinary Shares | paid-in | Accumulated | shareholders’ | |||||||||||||||||||||||||
| Number | Amount | Number | Amount | Capital | deficit | deficit | |||||||||||||||||||||||
| Balance as of December 31, 2023 | 7,861,018 | 37,672 | 237,172 | - | *) | 417 | (42,192 | ) | (41,775 | ) | |||||||||||||||||||
| Issuance of shares | 204,485,933 | 2,939 | - | - | - | - | - | ||||||||||||||||||||||
| Conversion of convertible preferred shares into ordinary shares | (7,861,018 | ) | (37,592 | ) | 9,544,880 | 27 | 37,592 | - | 37,619 | ||||||||||||||||||||
| Share based payments | - | - | - | - | 17 | - | 17 | ||||||||||||||||||||||
| Net loss for the period | - | - | - | - | - | (1,774 | ) | (1,774 | ) | ||||||||||||||||||||
| Balance as of June 30, 2024 | 204,485,933 | 3,019 | 9,782,052 | 27 | 38,026 | (43,966 | ) | (5,913 | ) | ||||||||||||||||||||
| Balance as of December 31, 2024 | 246,573,475 | 4,638 | 9,782,052 | 27 | 38,044 | (46,268 | ) | (8,197 | ) | ||||||||||||||||||||
| Funds received on account of shares issued in 2024 | - | 350 | - | - | - | - | |||||||||||||||||||||||
| Share based payments | - | - | - | - | 12 | - | 12 | ||||||||||||||||||||||
| Net loss for the period | - | - | - | - | - | (2,805 | ) | (2,805 | ) | ||||||||||||||||||||
| Balance as of June 30, 2025 | 246,573,475 | 4,988 | 9,782,052 | 27 | 38,056 | (49,073 | ) | (10,990 | ) | ||||||||||||||||||||
| *) | Represents an amount lower than $ 1. |
The accompanying notes are an integral part of the financial statements.
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TWINE SOLUTIONS LTD.
STATEMENTS OF CASH FLOWS (Unaudited)
U.S. dollars in thousands
| Six Months Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows for operating activities: | ||||||||
| Net loss for the period | (2,805 | ) | (1,774 | ) | ||||
| Adjustments required to reconcile net loss to net cash used in operating activities: | ||||||||
| Share-based compensation expenses | 12 | 17 | ||||||
| Change in fair value of warrant liability | (21 | ) | 43 | |||||
| Depreciation | 56 | 67 | ||||||
| Financial expenses for lease | 40 | 6 | ||||||
| Finance expenses related to loan interest | 193 | 18 | ||||||
| Decrease (increase) in other receivables | 24 | (1,013 | ) | |||||
| Decrease (increase) in trade receivables | 176 | (27 | ) | |||||
| Increase (decrease) in trade payables | 180 | (89 | ) | |||||
| Decrease in Inventory | 98 | 116 | ||||||
| Decrease (increase) in other payables | 384 | 287 | ||||||
| Change in operating lease right of use assets | 74 | 134 | ||||||
| Repayment of lease liabilities | (88 | ) | (151 | ) | ||||
| Increase (decrease) in deferred revenue | (115 | ) | 360 | |||||
| Net cash used in operating activities | (1,792 | ) | (2,006 | ) | ||||
| Cash flows from investing activities: | ||||||||
| decrease in restricted deposits | (9 | ) | (30 | ) | ||||
| Purchase of property, plant & equipment | - | (150 | ) | |||||
| Net cash used in investing activities | (9 | ) | (180 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from issuance of shares | 350 | 2,466 | ||||||
| Proceeds from loans from related parties | 2,421 | - | ||||||
| Net cash provided by financing activities | 2,771 | 2,466 | ||||||
| Change in cash and cash equivalents | 970 | 280 | ||||||
| Cash and restricted cash at beginning of the period | 317 | 145 | ||||||
| Cash and restricted cash at end of period | 1,287 | 425 | ||||||
| Supplemental disclosures of non-cash transactions: | ||||||||
| Right-of-use asset recognized with corresponding lease liability | - | 444 | ||||||
| Conversion of advances from customers to convertible preferred shares | - | 500 | ||||||
| Receivable on account of convertible preferred shares | - | 250 | ||||||
| Conversion of convertible preferred shares into ordinary shares | - | 37,592 | ||||||
| *) | Represents an amount lower than $ 1. |
The accompanying notes are an integral part of the financial statements.
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TWINE SOLUTIONS LTD.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands
NOTE 1:- GENERAL
| a. | Twine Solutions Ltd. (“the Company”) was incorporated and commenced its operations on February 26, 2015 under the laws of the State of Israel. The Company is engaged in research and development in the field of digital printing and coloring of sewing threads. |
| b. | The financial statements have been prepared assuming the Company will continue as a going concern, which assumes that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company incurred losses in the amount of approximately $ 2,805 thousand during the period ended June 30, 2025 and has an accumulated deficit of approximately $ 49,073 thousand as of June 30, 2025. The Company’s continued operations are conditional on financing its operations through additional fundraising until profitability is achieved. These factors raise significant doubts about the Company’s ability to continue operating as a going concern. The financial statements did not include any adjustments regarding the carrying amounts and classifications of assets and liabilities that may be necessary if the Company is unable to continue operating as a going concern. Such adjustments could be material. |
| c. | During 2023, as a result of accumulated losses and liabilities, the Company encountered cash-flow difficulties. Accordingly, on November 12, 2023, the Company filed a motion with the court for a stay of proceedings in order to formulate a debt arrangement and appoint an arrangement administrator. On November 16, 2023, the court granted the motion, issued a stay-of-proceedings order, and appointed an arrangement administrator. During the stay-of-proceedings period, the Company engaged with its creditors (secured creditor, priority creditors, and unsecured creditors) and succeeded in formulating a debt arrangement. On February 20, 2024, the court approved the arrangement. |
NOTE 2:- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
| a. | Basis of preparation: |
The unaudited interim financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
The accompanying unaudited interim financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and do not include all of the information required for full annual financial statements. The unaudited financial statements should be read in conjunction with the Company’s 2024 annual audited financial statements and footnotes.
The results of operations for the six months ended June 30, 2025 shown in these financial statements are not necessarily indicative of the results to be expected for the full year ending December 31, 2025.
The Company’s significant accounting policies are discussed in Note 2, Summary of Significant Accounting Policies, in the Company’s Annual Report for the year ended December 31, 2024. There have been no significant changes to these policies during the six months ended June 30, 2025
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TWINE SOLUTIONS LTD.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands
NOTE 2:- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)
| b. | The following table provides a reconciliation of the cash balances reported on the balance sheets and the cash, cash equivalents and restricted cash at the end of the year balances reported in the statements of cash flows: |
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Cash and cash equivalents as reported on the balance sheets | 1,278 | 178 | ||||||
| Restricted cash as reported on the balance sheets | 9 | 139 | ||||||
| Cash, cash equivalents and restricted cash, as reported in the statements of cash flows | 1,287 | 317 | ||||||
| c. | Contract liabilities include amounts received from customers for which revenue has not yet been recognized. Contract liabilities amounted to $723 and $838 as of June 30, 2025 and December 31, 2024, respectively, and are presented under deferred revenues and. During the period ended June 30, 2025, the Company recognized revenues in amount of $ 115, which had been included in the contract liabilities balance on January 1, 2025. |
| d. | Remaining performance obligations represent contracted revenues that have not yet been recognized, and which includes deferred revenues and non-cancelable contracts that will be invoiced and recognized as revenue in future periods. The Company elected to apply the optional exemption under paragraph ASC 606-10-50-14(a) not to disclose the remaining performance obligations that relate to contracts with an original expected duration of one year or less for which deferred revenues have not been recorded yet. |
The aggregate amount of transaction price allocated to the remaining performance obligations was $ 115 as of June 30, 2025, which are expected to be satisfied and recognized in 2025 and 2026.
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TWINE SOLUTIONS LTD.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands
NOTE 2:- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)
| e. | recently issued accounting pronouncements |
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures. The ASU requires that an entity disclose specific categories in the effective tax rate reconciliation as well as provide additional information for reconciling items that meet a quantitative threshold. Further, the ASU requires certain disclosures of state versus federal income tax expense and taxes paid. The amendments in this ASU are required to be adopted for fiscal years beginning after December 15, 2024 with early adoption is permitted. The Company is currently evaluating the impact of adopting the ASU on its financial statements disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Topic 220-40), Disaggregation of Income Statement Expenses, which requires disaggregated disclosure in the notes to the financial statements of prescribed categories of expenses within relevant income statement captions. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact on its financial statement disclosures.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers. The practical expedient assumes that current conditions as of the balance sheet date do not change for the remaining life of the assets. The guidance is effective for the Company for the first quarter beginning January 1, 2026, with early adoption permitted. The Company is currently evaluating the impact on its financial statement disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangible - Goodwill and Other Internal-Use Software (Subtopic 350-40), Targeted Improvements to the Accounting for Internal-Use Software, which modernizes the accounting guidance for costs to develop software for internal use. It removes the previous development stage model and introduces a more judgment-based approach. The guidance is effective for the Company for the first quarter beginning January 1, 2028, with early adoption permitted. The Company is currently evaluating the impact on its financial statement disclosures.
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TWINE SOLUTIONS LTD.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands
NOTE 3:- FAIR VALUE MEASUREMENT
The Company measures certain financial liabilities at fair value on a recurring basis .
Fair value is determined based on the following hierarchy:
Level 1 – quoted prices (unadjusted) in active markets for identical instruments.
Level 2 – observable inputs other than quoted prices included in Level 1.
Level 3 – unobservable inputs used for the valuation of the instrument.
As of June 30, 2025, the Company had one financial liability measured at fair value on a recurring basis, which consists of a warrant liability classified within Level 3 of the fair value hierarchy.
| Period ended June 30, 2025 | ||||||||||||
| Fair Value | Level 1 | Level 3 | ||||||||||
| Financial assets: | ||||||||||||
| Cash and cash equivalents | 1,278 | 1,278 | ||||||||||
| Restricted cash | 9 | 9 | ||||||||||
| Restricted deposits | 108 | 108 | ||||||||||
| Financial liabilities: | ||||||||||||
| Warrant liability | 102 | - | 102 | |||||||||
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TWINE SOLUTIONS LTD.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands
NOTE 3:- FAIR VALUE MEASUREMENT (CONT.)
| Year ended | ||||||||||||
| December 31, 2024 | ||||||||||||
| Fair Value | Level 1 | Level 3 | ||||||||||
| Financial assets: | ||||||||||||
| Cash and cash equivalents | 178 | 178 | ||||||||||
| Restricted cash | 139 | 139 | ||||||||||
| Restricted deposits | 186 | 186 | ||||||||||
| Financial liabilities: | ||||||||||||
| Warrant liability | 123 | - | 123 | |||||||||
NOTE 4:- CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS’ DEFICIT
| a. | The share capital consists of Ordinary Shares and Convertible Preferred Shares, of NIS 0.01 par value each: |
| June 30, 2025 and December 31, 2024 | ||||||||||||
| Issued and | Liquidation | |||||||||||
| Authorized | outstanding | preference | ||||||||||
| Ordinary shares | 500,356,900 | 9,782,052 | ||||||||||
| Series BB Convertible Preferred shares | 282,161,000 | 204,485,933 | $ | 17,005 | ||||||||
| Series BB-1 Convertible Preferred shares | 132,275,100 | 42,087,542 | $ | 3,500 | ||||||||
| b. | Ordinary shares: |
Ordinary shares confer upon their holders the right to receive notice, participate and vote in shareholders’ meetings of the Company, the right to receive dividends when and if declared, and the right to share in residual assets upon liquidation after distribution to the holders of preferred shares.
11
TWINE SOLUTIONS LTD.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands
NOTE 4:- CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS’ DEFICIT (CONT.)
| c. | Preferred shares: |
Preferred shares confer upon their holders all rights granted to holders of ordinary shares. Each preferred share is convertible, at the option of its holder, into such number of ordinary shares as determined in the Company’s Articles of Association.
In the event of a Liquidation, Deemed Liquidation Event, or dividend distribution, the preferred shareholders are entitled to liquidation preferences and other priority rights as specified in the Articles of Association.
All classes of Preferred shares are redeemable in a deemed liquidation event, which is not under the control of the Company; thus, the Company classified the stock outside permanent equity pursuant to ASC 480-10-S99. As of June 30, 2025 and December 31, 2024, the Company did not adjust the carrying values of the Preferred shares to the deemed liquidation values of such shares since a liquidation event was not probable. Subsequent adjustments to increase the carrying values to the ultimate liquidation values will be made only when it becomes probable that such a deemed liquidation event will occur.
| d. | In February, 2024, in accordance with agreements entered into between the Company and COATS, approximately $700 thousand that had been received in 2023 as advances for machines was converted into $500 Series BB-1 preferred shares, par value NIS 0.01 per share. |
| e. | On March 5, 2024, the Company entered into an investment agreement with existing and new shareholders. Pursuant to the agreement, the Company raised a total of $4,232 thousand (net of issuance expenses of $18), in exchange for which 204,485,933 Series BB preferred shares, par value NIS 0.01 per share, were issued. This amount also includes advances of approximately $80 thousand received in 2023 in respect of Series BB shares. Out of this amount, approximately amount of $700 was received after June 30, 2024. |
The Company also converted all of its outstanding convertible preferred shares of all classes outstanding prior to the March 2024 round into ordinary shares.
In addition, under this agreement, the Company granted investors 36,405,450 warrants convertible into Series AA preferred shares, par value NIS 0.01 per share. These warrants have not yet been exercised.
As of June 2025, the Company had received the full investment amount.
| f. | On October 30, 2024, the Company entered into an additional investment agreement with existing shareholders. Pursuant to the agreement, the Company raised a total of $875 thousand, in exchange for which 42,087,542 Series BB-1 preferred shares, par value NIS 0.01 per share, were issued. |
As of June 2025, the Company had received the full investment amount.
12
TWINE SOLUTIONS LTD.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands
| NOTE 5:- RELATED PARTY TRANSACTIONS |
| a. | Balances: |
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Loans (1) | 2,605 | 150 | ||||||
| Deferred Revenue (2) | 714 | 832 | ||||||
| b. | Transactions: |
| Period ended | ||||||||
| June 30, | ||||||||
| 2025 | 2024 | |||||||
| Finance expenses (1) | 30 | - | ||||||
| Revenues (2) | 132 | 325 | ||||||
| Other Income (2) | - | 200 | ||||||
| (1) | A. | On December 31, 2024, the Company received a loan from one of its investors in the amount of $150 thousand. The loan bears interest at a monthly rate of 1%. |
| B. | On June 5, 2025, the Company received a convertible loan from Steakholder Foods Inc. in the amount of $1,740 thousand. The loan bears interest at an annual rate of 8%. |
| C. | On February 26,2025 and on June 17, 2025, the Company received loans from one of its investors in the amount of $685 thousand. The loan bears interest at a monthly rate of 1%. |
| (2) | Represents balances and transactions with COATS. |
13
TWINE SOLUTIONS LTD.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
U.S. dollars in thousands
NOTE 6:- SUBSEQUENT BALANCE SHEET DATE EVENTS
The Company evaluated subsequent events through December 23, 2025, the date these financial statements were available to be issued, and determined that there were no events requiring adjustment to, or disclosure in, the financial statements except as described below
On October 28, 2025, the Company entered into binding agreements with Steakholder Foods Ltd. (Nasdaq: STKH) pursuant to which Steakholder will acquire all of the Company’s outstanding share capital. The consideration will consist of a combination of American Depositary Shares (ADSs), pre-funded warrants, contingent warrants, and employee options to be issued by Steakholder.
In connection with the transaction, Gefen Capital made an equity investment in Steakholder and provided Steakholder with an additional $2,584 thousand convertible loan, which was advanced to the Company on a back-to-back basis.
The convertible loan was converted into equity upon the closing of the transaction.
On December 1, 2025, the Company’s Board of Directors approved an efficiency and cost reduction plan (the “Efficiency Plan”) designed to align the Company’s operating expenses with its committed financial targets for the fiscal year 2026. This plan is a necessary measure to ensure the Company can meet the operational and financial milestones outlined in its 2026 financial plan.
NOTE 7:- SUBSEQUENT EVENTS (UNAUDITED)
In January 2026, Steakholder's board resolved to discontinue additional funding of Twine, and Twine subsequently filed a request with the Central District Court in Israel to open insolvency proceedings under the Israeli Insolvency and Financial Rehabilitation Law, 2018. The proceedings are at an early stage, and the Company cannot yet assess their impact on its business.
- - - - - - - - - - - - - - - - - - -
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