| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 1
)*
|
Pluri Inc. (Name of Issuer) |
Common Stock, par value $0.00001 per share (Title of Class of Securities) |
72942G104 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 72942G104 |
| 1 | Names of Reporting Persons MERCHANT ADVENTURE FUND, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 475,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 8.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| Item 1. | |
| (a) | Name of issuer: Pluri Inc. |
| (b) | Address of issuer's principal executive
offices: MATAM ADVANCED TECHNOLOGY PARK, MATAM ADVANCED TECHNOLOGY PARK, HAIFA, ISRAEL, 3508409. |
| Item 2. | |
| (a) | Name of person filing: Merchant Adventure Fund, LP |
| (b) | Address or principal business office or, if
none, residence: Merchant Adventure Fund LP
530 Lytton Avenue, 2nd Floor
Palo Alto, CA 94301 |
| (c) | Citizenship: Delaware |
| (d) | Title of class of securities: Common Stock, par value $0.00001 per share |
| (e) | CUSIP No.: 72942G104 |
| Item 4. | Ownership |
| (a) | Amount beneficially owned: 475,000 |
| (b) | Percent of class: 8.6% % |
| (c) | Number of shares as to which the person has: |
| (i) Sole power to vote or to direct the vote: 475,000 | |
| (ii) Shared power to vote or to direct the
vote: 0 | |
| (iii) Sole power to dispose or to direct the
disposition of: 475,000 | |
| (iv) Shared power to dispose or to direct the
disposition of: 0 | |
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
Not Applicable
| |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable
| |
| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable
| |
| Item 9. | Notice of Dissolution of Group. |
Not Applicable
|
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
|
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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