SEC Comment Letter 0000000000-25-003845 to VivoPower International PLC (VVPR) (CIK 0001681348) (VVPR)
VivoPower International PLC (VVPR) (CIK 0001681348)
Date: April 10, 2025 · CIK: 0001681348 · Accession: 0000000000-25-003845
AI Filing Summary & Sentiment
Reasoning
Letter
Re: VivoPower International PLC Draft Registration Statement on Form F-1 Filed March 27, 2025 File No. 377-07824 Dear Kevin Chin:
April 10, 2025
Kevin Chin Chief Executive Officer VivoPower International PLC Blackwell House Guildhall Yard London EC2V 5AE United Kingdom
We have conducted a limited review of your draft registration statement and have the following comments.
Please respond to this letter by providing any requested information and by publicly filing your registration statement and non-public draft submission on EDGAR. 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 the information you provide in response to this letter and your filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-1 Use of Proceeds, page 36
1. We note you intend to use the net proceeds from this offering to fund working capital needs in connection with the expansion of your operations to the commercial electronic vehicle segment and to reduce your debts, including monies owed to shareholders and for general corporate purposes. Please expand this section to disclose the estimated net amount of the proceeds broken down into each principal intended use thereof. If the anticipated proceeds will not be sufficient to fund all the proposed purposes, the order of priority of such purposes should be given, as well as the amount and sources of other funds needed. Refer to Item 3.C.1 of Form 20-F. April 10, 2025 Page 2
Additionally, revise to describe the interest rate and maturity of the referenced indebtedness and, for indebtedness incurred within the past year, the uses to which the proceeds of such indebtedness were put. Refer to Item 3.C.4 of Form 20-F. Major Shareholders and Related Party Transactions, page 80
2. Please revise to provide your beneficial ownership information as of the most recent practicable date. Refer to Item 7.A of Form 20-F. General
3. Please revise to provide the current status of your compliance with Nasdaq Listing Rule 5550(b)(1). In this regard, we note that a Form 6-K filed on January 10, 2025 states that you received a letter (the 'Notice') from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC ('Nasdaq') indicating that you were not in compliance with Nasdaq Listing Rule 5550(b)(1) based on minimum stockholders equity, market value of listed securities, or net income requirements, that you had until February 17, 2025, to submit a compliance plan, and that you intended to submit such plan by January 13, 2025. 4. Please revise to provide the current status of the non-binding takeover proposal from Energie Holdings Limited. In this regard, we note a Form 6-K filed March 24, 2025, discloses that you confirmed on that date that you received such unsolicited non- binding takeover proposal, the proposal is an all-cash offer for all non affiliated free float shares of VivoPower at an enterprise value of US$120 million and is subject to due diligence, your board members were in the process of reviewing with its advisors and will provide an update to the market as soon as possible. 5. We note that more than nine months have passed since the end of your last audited fiscal year. Please revise to update your financial information with interim financial statements, and provide corresponding updated disclosures in the Operating and Financial Review and Prospects section of the prospectus. Refer to Item 8.A.5 of Form 20-F. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
We also remind you that your registration statement must be on file at least two business days prior to the requested effective date and time. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. April 10, 2025 Page 3
Please contact Cheryl Brown at 202-551-3905 or Irene Barberena-Meissner at 202- 551-6548 with any questions.
Sincerely,
Division of Corporation
Finance
Office of Energy &
Transportation
cc: Elliott Smith, Esq.
Show Raw Text
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April 10, 2025
Kevin Chin
Chief Executive Officer
VivoPower International PLC
Blackwell House
Guildhall Yard
London EC2V 5AE
United Kingdom
Re: VivoPower International PLC
Draft Registration Statement on Form F-1
Filed March 27, 2025
File No. 377-07824
Dear Kevin Chin:
We have conducted a limited review of your draft registration statement
and have the
following comments.
Please respond to this letter by providing any requested information
and by publicly
filing your registration statement and non-public draft submission on EDGAR. 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 the information you provide in response to this letter
and your filed
registration statement, we may have additional comments.
Draft Registration Statement on Form F-1
Use of Proceeds, page 36
1. We note you intend to use the net proceeds from this offering to fund
working capital
needs in connection with the expansion of your operations to the
commercial
electronic vehicle segment and to reduce your debts, including monies
owed to
shareholders and for general corporate purposes. Please expand this
section to
disclose the estimated net amount of the proceeds broken down into each
principal
intended use thereof. If the anticipated proceeds will not be sufficient
to fund all the
proposed purposes, the order of priority of such purposes should be
given, as well as
the amount and sources of other funds needed. Refer to Item 3.C.1 of
Form 20-F.
April 10, 2025
Page 2
Additionally, revise to describe the interest rate and maturity of the
referenced
indebtedness and, for indebtedness incurred within the past year, the
uses to which the
proceeds of such indebtedness were put. Refer to Item 3.C.4 of Form
20-F.
Major Shareholders and Related Party Transactions, page 80
2. Please revise to provide your beneficial ownership information as of the
most recent
practicable date. Refer to Item 7.A of Form 20-F.
General
3. Please revise to provide the current status of your compliance with
Nasdaq Listing
Rule 5550(b)(1). In this regard, we note that a Form 6-K filed on
January 10, 2025
states that you received a letter (the 'Notice') from the Nasdaq Listing
Qualifications
Department of The Nasdaq Stock Market LLC ('Nasdaq') indicating that you
were not
in compliance with Nasdaq Listing Rule 5550(b)(1) based on minimum
stockholders
equity, market value of listed securities, or net income requirements,
that you had
until February 17, 2025, to submit a compliance plan, and that you
intended to submit
such plan by January 13, 2025.
4. Please revise to provide the current status of the non-binding takeover
proposal from
Energie Holdings Limited. In this regard, we note a Form 6-K filed March
24, 2025,
discloses that you confirmed on that date that you received such
unsolicited non-
binding takeover proposal, the proposal is an all-cash offer for all non
affiliated free
float shares of VivoPower at an enterprise value of US$120 million and
is subject to
due diligence, your board members were in the process of reviewing with
its advisors
and will provide an update to the market as soon as possible.
5. We note that more than nine months have passed since the end of your
last audited
fiscal year. Please revise to update your financial information with
interim financial
statements, and provide corresponding updated disclosures in the
Operating and
Financial Review and Prospects section of the prospectus. Refer to Item
8.A.5 of
Form 20-F.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.
We also remind you that your registration statement must be on file at
least two
business days prior to the requested effective date and time. Refer to Rules
460 and 461
regarding requests for acceleration. Please allow adequate time for us to
review any
amendment prior to the requested effective date of the registration statement.
April 10, 2025
Page 3
Please contact Cheryl Brown at 202-551-3905 or Irene Barberena-Meissner
at 202-
551-6548 with any questions.
Sincerely,
Division of Corporation
Finance
Office of Energy &
Transportation
cc: Elliott Smith, Esq.
</TEXT>
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