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CORRESP
 1
 filename1.htm

 United
States Securities & Exchange Commission

 Division
of Corporation Finance

 Office
of Energy & Transportation

 100
F Street NE

 Washington
D.C. 20549

 United
States of America

 Attention:
Chery Brown

 Irene
Barberena-Meissner

 May
7, 2025

 Re:
 VivoPower
 International PLC

 Draft
 Registration Statement on Form F-1

 Filed
 March 27, 2025

 File
 No. 377-07824

 Ladies
and Gentlemen,

 I
am writing to submit the responses of VivoPower International PLC (the "Company") to the comments of the staff of the Division
of Corporate Finance (the "Staff") of the U.S. Securities and Exchange Commission (the "SEC") with respect to
the above referenced filing (the "Draft Registration Statement"), contained in the Staff's letter dated April 10, 2025
(the "Comment Letter").

 The
Company has filed via EDGAR the Registration Statement (the "Registration Statement"), which reflects the Company's
responses to the comments received by the Staff and certain updated information. 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 page numbers in the Registration Statement. Capitalized terms used but not defined have the meanings set forth in the
Registration Statement.

 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. 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.

 Response :
The Company has revised the disclosure on pages 3, 23, 36 and 85 of the Registration Statement in response to the
Staff's comment.

 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.

 Response :
The Company has revised the disclosure on pages 82 and 84 of the Registration Statement in response to the Staff's
comment.

 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.

 Response :
The Company has revised the disclosure on page 4, 22 and F-24 of the Registration Statement in response to the Staff's
comment.

 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 nonbinding 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.

 Response :
The Company has revised the disclosure on page 3 and F-24-25 of the Registration Statement in response to the Staff's
comment.

 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.

 Response :
The Company has revised the disclosure throughout the Registration Statement and in the accompanying financial statements starting
on page F-1 of the Registration Statement in response to the Staff's comment.

 ****

 Please
do not hesitate to contact me, or Elliott Smith of Perkins Coie at (212) 261-6847, with any questions or comments regarding this
letter.

 Best
 Regards,

 /s/
 Kevin Chin

 Kevin
 Chin, Chief Executive Officer

 cc:
Elliott Smith, Perkins Coie LLP