SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 1, 2025

Liat Zalts
Chief Financial Officer
Pluri Inc.
Matam Advanced Technology Park
Building No. 5
Haifa, Israel, 3508409

 Re: Pluri Inc.
 Preliminary Proxy Statement on Schedule 14A
 Response dated March 27, 2025
 File No. 001-31392
Dear Liat Zalts:

 We have reviewed your March 27, 2025 response to our comment letter and
have the
following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our March
26, 2025 letter.

Preliminary Proxy Statement on Schedule 14A
Proposal No. 6 - Private Placement Proposal , page 14

1. We note from your response to prior comment 1 that the Transactions (the
Securities
 Purchase Agreement, and the Kokomodo Transaction contemplated by the
Share
 Purchase Agreement) were not contingent upon, nor subject to,
shareholder approval.
 However, we note from Section 4.5 of the Securities Purchase Agreement
that the
 company is required to obtain Shareholder Approval for the exercise of
the Warrants
 and for the consummation of the transactions set forth in the Kokomodo
Term Sheet,
 and we note from Section 3.5.4 of the Share Purchase Agreement that
obtaining such
 Shareholder Approval is a condition to the closing of the Kokomodo
Transaction.
 Given these provisions, please either revise the proxy statement to
include the
 remaining information required by Items 11, 13, and 14 of Schedule 14A
or provide
 April 1, 2025
Page 2

 us with further analysis as to why the proposal seeking shareholder
approval of the
 exercise of the Warrants, and the approval of the issuance of the
Consideration Shares
 for the purchase of a majority of the equity interests in Kokomodo, does
not involve
 the approval of the Kokomodo Transaction and are not integral parts of
the
 consummation of the transactions contemplated by the Share Purchase
Agreement.
Consequences of Not Approving this Proposal, page 16

2. We note from your disclosure that if shareholders approve Proposal 6,
and you close
 the transactions under the Share Purchase Agreement, the company will
acquire
 shares representing 71.1% of the equity of Kokomodo (on a fully diluted
basis), for an
 aggregate purchase price of $4.5 million, payable in the company s
Common Shares.
 In this section you also disclose that if shareholders do not approve
Proposal 6, the
 company will be required to purchase a "certain portion" of the
Investor's shares in
 Kokomodo for a purchase amount of $1,000,000 (based on a $6,000,000
pre-money
 valuation of Kokomodo, calculated prior to the investment of $500,000 in
Kokomodo,
 as described in (b)), and (b) invest an additional $500,000 in Kokomodo
under a
 SAFE, providing a 20% discount of the price per share set in connection
with a trigger
 event for conversion of the SAFE into equity of Kokomodo and a pre-money
 valuation cap of $5,500,000 in connection with such conversion. Please
revise to
 clarify the percentage of the equity of Kokomodo you will be required to
purchase if
 shareholders vote "Against" Proposal 6.
3. As noted above, since a vote "For" Proposal 6 will result in the
acquisition of a 71%
 equity interest of Kokomodo in exchange for common shares of Pluri, and
a vote
 "Against" Proposal 6 will result in the acquisition of a yet to be
specified percentage
 of Kokomodo in exchange for Pluri's cash, it appears that shareholders
are being
 asked to choose between one of these two alternatives. Please either
provide us with
 your analysis as to why the remaining information required by Items 11,
13, and 14 of
 Schedule 14A is not material to a shareholder's voting decision on the
proposal
 presented or provide such information so that shareholders can make an
informed
 voting decision as to these two alternatives.
 Please contact Doris Stacey Gama at 202-551-3188 or Tim Buchmiller at
202-551-
3635 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Ron Ben-Bassat, Esq.
</TEXT>
</DOCUMENT>