SEC Comment Letter 0000000000-24-002256 to VivoPower International PLC (VVPR) (CIK 0001681348) (VVPR)
VivoPower International PLC (VVPR) (CIK 0001681348)
Date: Feb. 28, 2024 · CIK: 0001681348 · Accession: 0000000000-24-002256
AI Filing Summary & Sentiment
File numbers found in text: 333-276509
Letter
United States securities and exchange commission logo February 28, 2024 Kevin Chin Chief Executive Officer VivoPower International PLC The Scalpel,18th Floor, 52 Lime Street London EC3M 7AF United Kingdom Re:VivoPower International PLC Amendment No. 1 to Registration Statement on Form F-3 Filed February 16, 2024 File No. 333-276509 Dear Kevin Chin: We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Amendment No. 1 to Registration Statement on Form F-3 Exhibits 1.We note that the opinion continues to contain limitations on reliance. Please instruct your counsel to remove these limitations, including, for example, language in section 4.3 that your opinion is for “information only and on a non-reliance basis” and limitations in 4.2, 4.4, and 4.5. In addition, instruct your counsel to clarify the meaning of the statements in 4.1.3, 4.1.4 and 4.1.5 that the debt securities, warrants, and rights are "subject always to the [securities] which have been contemplated by the registration statement and base prospectus." Refer to Staff Legal Bulletin No. 19.
FirstName LastNameKevin Chin Comapany NameVivoPower International PLC February 28, 2024 Page 2 FirstName LastName Kevin Chin VivoPower International PLC February 28, 2024 Page 2 Please contact Cheryl Brown at 202-551-3905 or Daniel Morris at 202-551-3314 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Elliott Smith, Esq.
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United States securities and exchange commission logo
February 28, 2024
Kevin Chin
Chief Executive Officer
VivoPower International PLC
The Scalpel,18th Floor, 52 Lime Street
London EC3M 7AF
United Kingdom
Re:VivoPower International PLC
Amendment No. 1 to Registration Statement on Form F-3
Filed February 16, 2024
File No. 333-276509
Dear Kevin Chin:
We have reviewed your amended registration statement and have the following comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form F-3
Exhibits
1.We note that the opinion continues to contain limitations on reliance. Please instruct your
counsel to remove these limitations, including, for example, language in section 4.3 that
your opinion is for “information only and on a non-reliance basis” and limitations in 4.2,
4.4, and 4.5. In addition, instruct your counsel to clarify the meaning of the statements in
4.1.3, 4.1.4 and 4.1.5 that the debt securities, warrants, and rights are "subject always to
the [securities] which have been contemplated by the registration statement and base
prospectus." Refer to Staff Legal Bulletin No. 19.
FirstName LastNameKevin Chin
Comapany NameVivoPower International PLC
February 28, 2024 Page 2
FirstName LastName
Kevin Chin
VivoPower International PLC
February 28, 2024
Page 2
Please contact Cheryl Brown at 202-551-3905 or Daniel Morris at 202-551-3314 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Elliott Smith, Esq.