Correspondence 0001437749-24-006323 from VivoPower International PLC (VVPR) (CIK 0001681348) (VVPR)
VivoPower International PLC (VVPR) (CIK 0001681348)
Date: March 1, 2024 · CIK: 0001681348 · Accession: 0001437749-24-006323
AI Filing Summary & Sentiment
File numbers found in text: 333-276509
Referenced dates: February 28, 2024
Letter
vpip20240229_corresp.htm
United States Securities & Exchange Commission
Division of Corporation Finance
Office of Energy & Transportation
100F Street NE
Washington D.C. 20549
United States of America
Attention:
Cheryl Brown
Daniel Morris
1 March 2024
Re:
VivoPower International PLC (the “Company”)
Amendment No. 1 to Registration Statement on Form F-3
Filed February 16, 2024
File No. 333-276509
Ladies and Gentlemen,
I am writing to submit the Company’s responses to the comments of the staff (the “Staff”) of the Division of Corporate Finance of the U.S. Securities and Exchange Commission (the “SEC”) with respect to the above referenced registration statement amendment, which was initially filed on January 12, 2024 (the “Registration Statement”), and amended on February 16, 2024 (“Amendment No. 1”), contained in the Staff’s letter dated February 28, 2024 (the “Comment Letter”).
The Company has filed via EDGAR Amendment No. 2 to the Registration Statement (“Amendment No. 2”), which reflects the Company’s responses to the comments received from the Staff. For ease of reference, each comment contained in the Comment Letter is printed below in bold and is followed by the Company’s response. All page references in the responses set forth below refer to the page numbers in Amendment No. 2. Capitalized terms used but not defined herein have the meanings set forth in Amendment No. 2.
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.
Response: The Company has obtained a revised legality opinion, which is filed as Exhibit 5.1 to Amendment No. 2 in response to the Staff’s comment.
Please do not hesitate to contact me with any questions or comments regarding this letter.
Yours faithfully,
/s/ Kevin Chin
……………………………………………….
Kevin Chin
Chief Executive Officer
VivoPower International PLC
18th Floor, The Scalpel
52 Lime Street, London EC3M 7AF
www.vivopower.com
Show Raw Text
CORRESP 1 filename1.htm vpip20240229_corresp.htm United States Securities & Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100F Street NE Washington D.C. 20549 United States of America Attention: Cheryl Brown Daniel Morris 1 March 2024 Re: VivoPower International PLC (the “Company”) Amendment No. 1 to Registration Statement on Form F-3 Filed February 16, 2024 File No. 333-276509 Ladies and Gentlemen, I am writing to submit the Company’s responses to the comments of the staff (the “Staff”) of the Division of Corporate Finance of the U.S. Securities and Exchange Commission (the “SEC”) with respect to the above referenced registration statement amendment, which was initially filed on January 12, 2024 (the “Registration Statement”), and amended on February 16, 2024 (“Amendment No. 1”), contained in the Staff’s letter dated February 28, 2024 (the “Comment Letter”). The Company has filed via EDGAR Amendment No. 2 to the Registration Statement (“Amendment No. 2”), which reflects the Company’s responses to the comments received from the Staff. For ease of reference, each comment contained in the Comment Letter is printed below in bold and is followed by the Company’s response. All page references in the responses set forth below refer to the page numbers in Amendment No. 2. Capitalized terms used but not defined herein have the meanings set forth in Amendment No. 2. 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. Response: The Company has obtained a revised legality opinion, which is filed as Exhibit 5.1 to Amendment No. 2 in response to the Staff’s comment. Please do not hesitate to contact me with any questions or comments regarding this letter. Yours faithfully, /s/ Kevin Chin ………………………………………………. Kevin Chin Chief Executive Officer VivoPower International PLC 18th Floor, The Scalpel 52 Lime Street, London EC3M 7AF www.vivopower.com