SecProbe.io

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 VivoPower
International PLC

 Blackwell
House

 Guildhall
Yard

 London
EC2V 5AE

 United
Kingdom

 May
23, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Energy & Transportation

 100
F Street N.E.

 Washington,
D.C. 20549

 Attention:
Irene Barberena-Meissner

 Re:
 VivoPower
 International PLC
 Registration Statement on Form F-1 (File No. 333-287060) (the " Registration Statement ")

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended,
VivoPower International PLC (the " Company ") hereby respectfully requests that the effective date of the Company's
Registration Statement be accelerated by the Securities and Exchange Commission to 10:00
a.m., Eastern Time, on May 27, 2025, or as soon thereafter as practicable.

 The
undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to the Company's
counsel, Perkins Coie LLP, by calling Elliott Smith at (212) 261-6847, and that such effectiveness
also be confirmed in writing .

 Very
 truly yours,

 VivoPower
 International PLC

 By:
 /s/
 Kevin Chin

 Kevin
 Chin

 Chief
 Executive Officer

 cc:
 Elliott
 Smith, Perkins Coie LLP

CORRESP
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 filename1.htm

 VIA
EDGAR

 May
23, 2025

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Manufacturing

 100
F Street, NE

 Washington,
D.C. 20549

 Re:
 VivoPower
 International PLC

 Registration
 Statement on Form F-1
 File
 No. 333 – 287060

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended, Chardan Capital Markets, LLC, acting as the placement agent, hereby joins VivoPower International PLC in requesting acceleration
of the effective date of the above-referenced Registration Statement so that it will become effective at 10:00 AM, Eastern Time, on May
27, 2025, or as soon thereafter as practicable.

 The
undersigned confirms that it has complied and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in
connection with the above-referenced issue.

 Very
truly yours,

 Chardan Capital Markets, LLC

 By:

 /s/
 George Kaufman

 Name:

 George
 Kaufman

 Title:

 Partner,
 Head of Investment Banking

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 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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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>
</DOCUMENT>

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VIA
EDGAR

August
28, 2024

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, NE

Washington,
D.C. 20549

    Re:
    VivoPower
    International PLC

    Registration
    Statement on Form F-1, as amended

    File
    No. 333 - 281065

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended, Chardan Capital Markets, LLC, acting as the placement agent, hereby joins VivoPower International PLC in requesting acceleration
of the effective date of the above-referenced Registration Statement so that it will become effective at 12 pm, Eastern Time, on August
29, 2024, or as soon thereafter as practicable.

The
undersigned confirms that it has complied and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in
connection with the above-referenced issue.

    Very
    truly yours,

    Chardan
    Capital Markets, LLC

    By:

    /s/
    George Kaufman

    Name:

    George
    Kaufman

    Title:

    Partner,
    Head of Investment Banking

CORRESP
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VivoPower
International PLC

The
Scalpel, 18th Floor, 52 Lime Street

London
EC3M 7AF

United
Kingdom

August
28, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division of Corporation Finance

Office
of Energy & Transportation

100
F Street N.E.

Washington,
D.C. 20549

Attention:
Michael Purcell

    Re:
    VivoPower
    International PLC

Registration Statement on Form F-1 (File No. 333-281065) (as amended, the “Registration Statement”)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended,
VivoPower International PLC (the “Company”) hereby respectfully requests that the effective date of the Company’s
Registration Statement be accelerated by the Securities and Exchange Commission to 12:00
p.m., Eastern Time on August 29, 2024, or as soon thereafter as practicable.

The
undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to the Company’s
counsel, White & Case LLP, by calling Elliott Smith at (212) 819-7644, and that such effectiveness
also be confirmed in writing.

    Very
    truly yours,

    VivoPower
    International PLC

    By:
    /s/
    Kevin Chin

    Kevin
    Chin

    Chief
    Executive Officer

    cc:
    Elliott
    Smith, White & Case LLP

August 7, 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
Registration Statement on Form F-1
Filed July 26, 2024
File No. 333-281065
Dear Kevin Chin:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Michael Purcell at 202-551-5351 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Elliott Smith

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VivoPower International PLC

The Scalpel

18th Floor, 52 Lime Street

London EC3M 7AF

United Kingdom

March 26, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Cheryl Brown, Daniel Morris

			Re:

			VivoPower International PLC

			Registration Statement on Form F-3

			Filed March 26, 2024

			File No. 333-276509

			Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, VivoPower International PLC, a public limited company incorporated under the laws of England and Wales (the “Registrant”), hereby respectfully requests that the effective date of the above-captioned Registration Statement on Form F-3, as amended  (the “Registration Statement”) be accelerated so that the Registration Statement may become effective at 4:00 p.m., Eastern time, on Wednesday, March 27, 2024, or as soon thereafter as practicable.

Please call Sarah Ross (212 819 7637) of White & Case LLP, counsel to the Registrant, with any comments or questions regarding this matter and when this request for acceleration has been granted.

.

			Very truly yours,

			VIVOPOWER INTERNATIONAL PLC

			/s/ Kevin Chin

			Kevin Chin

			Chief Executive Officer

			cc:

			VivoPower International PLC

Kevin Chin

Philip Wray

White & Case LLP

Elliott Smith

Sarah Ross

PKF Littlejohn LLP

Daniel Hutson

United States securities and exchange commission logo
March 20, 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
Form 20-F for the Fiscal Year ended June 30, 2023
Filed October 2, 2023
File No. 001-37974
Dear Kevin Chin:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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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:

			Yong Kim

			Karl Hiller

19 March 2024

			Re:

			VivoPower International PLC (the “Company”)

			Form 20-F for the Fiscal Year ended June 30, 2023

			Filed October 2, 2023

			File No. 001-37974

Ladies and Gentlemen,

I am writing to submit the Company’s proposed 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 filing, which was amended on October 6, 2023 and February 21, 2024 (as amended, the “Annual Report”), contained in the Staff’s letter dated March 15, 2024 (the “Comment Letter”).

For ease of reference, each comment contained in the Comment Letter is printed below in bold and is followed by the Company’s response.

Form 20-F for the Fiscal Year ended June 30, 2023

Operating and Financial Review and Prospects

A. Operating Results

Overview

Non-IFRS Financial Information, page 3.

We have reviewed the clarifying disclosures proposed in your response to prior comment 1, regarding the circumstances underlying various adjustments made in computing your non-IFRS measure, and have the following additional points for you to address.

Confirm, if true, that amounts on the line item “Restructuring and other non-recurring costs” in your non-IFRS reconciliation include all of the components that are listed in the corresponding table within Note 8 on page F-26 of the amendment that you filed on February 21, 2024. However, if this is the not the case, please clarify the composition and explain your rationale for any selectivity in this regard.

Response:

The Company confirms that the line item “Restructuring and other non-recurring costs” in the non-IFRS reconciliation includes all of the components that are listed in the corresponding table within Note 8 of the Annual Report. To make this clearer, the Company has revised the non-IFRS reconciliation table to bifurcate this line item into two, one called “Restructuring and other non-recurring costs”, which line item represents all non-recurring items included in the Company’s profit and loss account for continuing operations, and the other called “Cost of sales – Non-recurring events”, which line item represents all non-recurring items included in the Company’s profit and loss account as costs of goods sold.

Please see Item 1 of the Appendix for the Company’s proposed changes to the reconciliation table in response to the Staff’s comment.

VivoPower International PLC

18th Floor, The Scalpel

52 Line Street, London EC3M 7AF

www.vivopower.com

Given your characterization of the $3.9 million charge for an extreme weather event, and the $1.9 million charge for border closures impacting your Blue Grass project as non-recurring costs, explain to us why these are not included in the table referenced in the preceding point, explain how these are presented in your income statement, and discuss your rationale for the apparent inconsistency in characterizing these events.

Response

These items are considered ‘cost of sales’ and are included in the line item “Cost of sales – non-recurring events” in the Company’s consolidated statement of comprehensive income on page F-4 of the Annual Report, as they are variable costs related to revenue generation, while note 8 is specifically reconciled to the non-recurring items after gross profit. As noted above, we have separated these line items in the reconciliation table to make this clearer.

Expand your discussion and analysis under the Income Statement from continuing operations section beginning on page 6 of your most recent amendment to more thoroughly discuss the circumstances underlying the two events referenced in the preceding point, as well as the provision for fiscal refunds; it should be clear how these events have hindered your ability to conduct operations, and why you consider these events to be unique, non-recurring, and uncharacteristic of normal operations.

Response

Please see Item 2 of the Appendix for the Company’s proposed changes in response to the Staff’s comment.

Reposition items that are incremental to the Restructuring and other non-recurring costs reported in Note 8 on page F-26 of the amendment that you filed on February 21, 2024 as separate adjustments in your non-IFRS reconciliation.

Response

The Company has repositioned these items on the reconciliation table in Item 1 of the Appendix in response to the Staff’s comments.

Expand your footnotes to the reconciliation as necessary to clarify the nature of any material components of the adjustments sufficiently to understand why you believe investors should consider the charges separately from your non-IFRS measure, whether you regard the charges as avoidable or unavoidable, and the reasons you do not expect these or any similar charges to reoccur.

Response

Please see Item 1 of the Appendix for the Company’s proposed changes in response to the Staff’s comment.

Yours faithfully,

……………………………………………….

/s/ Philip Wray

Philip Wray

Group Finance Director

cc: Elliott Smith, White & Case LLP

Page | 2

Appendix

Item 1

The following table presents a reconciliation of loss for the period to Adjusted EBITDA for each of the periods indicated above:

			Year Ended June 30

			2023

			2022 (restated)

			2021

			(US dollars in thousands)

			Continuing

			Discontinued

			Total

			Continuing

			Discontinued

			Total

			Continuing

			Discontinued

			Total

			Loss for the period

			(20,148
			)

			(4,207
			)

			(24,355
			)

			(21,429
			)

			(625
			)

			(22,054
			)

			(8,027
			)

			69

			(7,958
			)

			Income tax expense/(credit)

			540

			-

			540

			(1,968
			)

			(149
			)

			(2,117
			)

			(138
			)

			24

			(114
			)

			Net finance expense

			6,210

			-

			6,210

			8,431

			172

			8,603

			274

			137

			411

			Depreciation and amortization

			1,581

			-

			1,581

			1,620

			767

			2,387

			1,453

			803

			2,256

			Share-based compensation expense

			148

			-

			148

			1,900

			-

			1,900

			1,078

			-

			1,078

			Cost of sales - Non-recurring events(1)

			3,850

			-

			3,850

			1,881

			-

			1,881

			-

			-

			-

			Restructuring and other non-recurring costs (2)

			2,084

			-

			2,084

			443

			-

			443

			2,877

			3

			2,880

			EBITDA

			(5,735
			)

			(4,207
			)

			(9,942
			)

			(9,122
			)

			166

			(8,956
			)

			(2,483
			)

			1,035

			(1,448
			)

(1)  2023 amounts include $3.9 million in non-recurring costs resulting from increased costs and delays on Aevitas Solar’s Edenvale project due to unprecedented high levels of rainfall (both in terms of frequency and amount versus historical averages) across Western Australia in FY2023. The rainfall damaged many of the trenches dug across the 6km interconnection works, which led to significant delays in completion of the project and required additional labour and material costs to fix and then complete the project within the project deadline.

2022 amounts include $1.9 million relating to non-recurring costs incurred during the execution phase of Aevitas Solar’s Blue Grass project, due to Australian state border closures during the COVID-19 pandemic which resulted in the leadership and project management teams not being able to travel to and manage the project for three months. During those three months the Company was not able to find a suitable, local project management team which led to the project not being managed to the Company’s satisfaction. As a result, the Company had to incur significant additional costs for labour and materials to correct the existing work and recover the delays in completion of the project once the borders reopened.

(2)  2023 amounts include $2.1 million of non-recurring, non-operational costs, consisting of a $1.8 million one-time provision for UK tax refunds on prior year receivables that were either received or due to be received by the Company for recoverable UK taxes paid  between 2020 and 2022 but which have since been disputed and are being reclaimed by the UK fiscal department and $0.2 million of restructuring activities.

2022 amounts include $0.4 million of non-recurring, non-operational costs relating to one-time remediation work required within the electric vehicles business segment comprising remediation, testing or conversion of drivetrains to 72kwH following the discontinuation of this platform following acquisition.

2021 amounts include $2.2 million related to legal costs and settlement monies paid pertaining to the Comberg Claims and $0.6 million of costs incurred from the acquisition of Tembo e-LV in November 2020.

For further information on these non-recurring, non-operational costs, please refer to the section entitled “Restructuring and Other Non-Recurring Costs” below.

VivoPower International PLC

18th Floor, The Scalpel

52 Line Street, London EC3M 7AF

www.vivopower.com

Item 2

Update to second paragraph under the heading “Cost of Sales” on page 33 of the Annual Report

Cost of sales related to electrical products and related services consists of material purchases and direct labor costs, motor vehicle expenses and any directly related costs attributable to manufacturing, service, or other cost of sales. Cost of sales for electrical products and related services for the year ended June 30, 2023 included $3.9 million of non-recurring costs resulting from increased costs and delays on Aevitas Solar’s Edenvale project due to unprecedented high levels of rainfall (both in terms of frequency and amount versus historical averages) across Western Australia in FY2023. The rainfall damaged many of the trenches dug across the 6km interconnection works, which led to significant delays in completion of the project and  required additional labour and material costs to fix and then complete the project within the project deadline. The prior year included $1.9 million of non-recurring costs during the execution phase of the Aevitas Solar’s Blue Grass project, due to Australian state border closures during the COVID-19 pandemic which resulted in the leadership and project management teams not being able to travel to and manage the project for three months. During those three months,  the Company was not able to find a suitable local project management team which led to the project not being managed to the Company’s satisfaction. As a result, the Company had to incur significant additional costs for labour and materials to correct the existing work and recover the delays in completion of the project once the borders were reopened. Neither of the foregoing events are expected to repeat due to their unprecedented nature and so the Company has categorized such related costs as non-recurring.

Other cost of sales related to electrical products and related services was $11.9 million for the year ended June 30, 2023, as compared to $18.8 million for the year ended June 30, 2022 and $18.3 million for the year ended June 30, 2021. The decrease in cost of sales was primarily driven by the impact of reduction in solar projects in Aevitas Solar, and generator installations in Kenshaw.

Update to the first paragraph under the subheading “Restructuring and Other Non-Recurring Costs” on page 36 of the Annual Report

For the year ended June 30, 2023, the Company incurred non-recurring costs primarily related to a one-time provision in respect of UK tax refunds on prior year receivables that were either received or due to be received by the Company for recoverable UK taxes paid between 2020 and 2022 but which have since been disputed and are being reclaimed by the UK fiscal department and hence are not reflective of the 2023 Operational results, nor will they repeat once settled and have therefore been categorised as non-recurring. In addition, this also includes restructuring activities of $0.2 million and provision for inventory obsolescence and write-off of bad debts of $0.4 million, offset by a $0.4 million release of remediation provision. For the year ended June 30, 2022, the Company incurred non-recurring costs related to restructuring activities of $0.2 million and oneoff remediation expenses of $0.4 million, offset by $0.1 million release of unutilized provision related to the Comberg Claims. For the year ended June 30, 2021, the Company incurred non-recurring costs for legal fees as well as a litigation provision relating to legal costs and settlement monies pertaining to the Comberg Claims of $0.2 million and $2.0 million respectively (see "Item 8. Financial Information – A. Consolidated Statements and Other Financial Information – Legal Proceedings”).

Page | 4

United States securities and exchange commission logo
March 15, 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
Form 20-F for the Fiscal Year ended June 30, 2023
Filed October 2, 2023
File No. 001-37974
Dear Kevin Chin:
            We have reviewed your March 7, 2024 response to our comment letter and have the
following comment.
            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 1, 2024
letter.
Form 20-F for the Fiscal Year ended June 30, 2023
Operating and Financial Review and Prospects
A. Operating Results
Overview
Non-IFRS Financial Information, page 3
1.We have reviewed the clarifying disclosures proposed in your response to prior comment
1, regarding the circumstances underlying various adjustments made in computing your
non-IFRS measure, and have the following additional points for you to address.

•Confirm, if true, that amounts on the line item “Restructuring and other non-recurring
costs” in your non-IFRS reconciliation include all of the components that are listed in
the corresponding table within Note 8 on page F-26 of the amendment that you filed

 FirstName LastNameKevin Chin
 Comapany NameVivoPower International PLC
 March 15, 2024 Page 2
 FirstName LastName
Kevin Chin
VivoPower International PLC
March 15, 2024
Page 2
on February 21, 2024. However, if this is the not the case, please clarify the
composition and explain your rationale for any selectivity in this regard.

•Given your characterization of the $3.9 million charge for an extreme weather event,
and the $1.9 million charge for border closures impacting your Blue Grass project as
non-recurring costs, explain to us why these are not included in the table referenced
in the preceding point, explain how these are presented in your income statement, and
discuss your rationale for the apparent inconsistency in characterizing these events.

•Expand your discussion and analysis under the Income Statement from continuing
operations section beginning on page 6 of your most recent amendment to more
thoroughly discuss the circumstances underlying the two events referenced in the
preceding point, as well as the provision for fiscal refunds; it should be clear how
these events have hindered your ability to conduct operations, and why you consider
these events to be unique, non-recurring, and uncharacteristic of normal operations.

•Reposition items that are incremental to the Restructuring and other non-recurring
costs reported in Note 8 on page F-26 of the amendment that you filed on February
21, 2024 as separate adjustments in your non-IFRS reconciliation.

•Expand your footnotes to the reconciliation as necessary to clarify the nature of
any material components of the adjustments sufficiently to understand why you
believe investors should consider the charges separately from your non-
IFRS measure, whether you regard the charges as avoidable or unavoidable, and the
reasons you do not expect these or any similar charges to reoccur.
            Please contact Yong Kim at 202-551-3323 or Karl Hiller at 202-551-3686 if you have
questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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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:

			Yong Kim

			Karl Hiller

			7 March 2024

			Re:

			VivoPower International PLC (the “Company”)

Form 20-F for the Fiscal Year ended June 30, 2023

Filed October 2, 2023

File No. 001-37974

Ladies and Gentlemen,

I am writing to submit the Company’s proposed 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 filing, which was amended on October 6, 2023 and February 21, 2024 (as amended, the “Annual Report”), contained in the Staff’s letter dated March 1, 2024 (the “Comment Letter”).

For ease of reference, each comment contained in the Comment Letter is printed below in bold and is followed by the Company’s response.

Form 20-F for the Fiscal Year ended June 30, 2023

Operating and Financial Review and Prospects

A. Operating Results, page 29

1. We note that you have added disclosures regarding your non-IFRS measures in response to prior comment one, including a reconciliation from loss for the period. However, you include adjustments on the line item “Restructuring and other non-recurring costs” for each period in calculating your measure of Adjusted EBITDA.

The guidance in Item 10(e)(1)(ii)(B) of Regulation S-K generally prohibits adjustments in calculating a non-GAAP performance measure that eliminate the effects of items that are identified as non-recurring, infrequent or unusual, when the nature of the charge is such that it is reasonably likely to recur within two years or when there was a similar charge within the prior two years. Given your characterization of this adjustment as nonrecurring and with there being similar adjustments in your calculations for each of your last three fiscal years, it appears that you will need to either eliminate these adjustments from your calculations of the non-GAAP measures, or convey an appropriate rationale for excluding the recurring charges to adhere to the guidance cited above.

Please refer to the guidance in the Answers to Questions 100.01 and 102.03 of our C&DI's on Non-GAAP Measures in formulating your response and submit the revisions that you propose to address these concerns. You may view this guidance at the following website address: https://www.sec.gov/corpfin/non-gaap-financial-measures.htm

VivoPower International PLC

18th Floor, The Scalpel

52 Line Street, London EC3M 7AF

www.vivopower.com

Response: The Company has attached its proposed revisions to the reconciliation table in the section entitled “Non-IFRS Financial Information” in Item 5 of Amendment No. 3 to the Annual Report in response to the Staff’s comment.

In accordance with Question 100.01 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures, the Company believes it is appropriate to exclude the items described therein as they do not represent normal, recurring, cash operating expenses necessary to operate the Company’s business.

Additionally, management believes excluding these items from its non-IFRS results gives a more accurate picture of how the business will perform in future periods as these expenses are not expected to occur in future periods, which is consistent with the definition of non-recurring charges as defined in Question 102.03 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.

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

cc: Elliott Smith, White & Case LLP

			Year Ended June 30

			2023

			2022 (restated)

			2021

			(US dollars in thousands)

			Continuing

			Discontinued

			Total

			Continuing

			Discontinued

			Total

			Continuing

			Discontinued

			Total

			Loss for the period

			(20,148
			)

			(4,207
			)

			(24,355
			)

			(21,429
			)

			(625
			)

			(22,054
			)

			(8,027
			)

			69

			(7,958
			)

			Income tax expense/(credit)

			540

			-

			540

			(1,968
			)

			(149
			)

			(2,117
			)

			(138
			)

			24

			(114
			)

			Net finance expense

			6,210

			-

			6,210

			8,431

			172

			8,603

			274

			137

			411

			Depreciation and amortization

			1,581

			-

			1,581

			1,620

			767

			2,387

			1,453

			803

			2,256

			Share-based compensation expense

			148

			-

			148

			1,900

			-

			1,900

			1,078

			-

			1,078

			Restructuring and other non-recurring costs (1)

			5,934

			-

			5,934

			2,324

			-

			2,324

			2,877

			3

			2,880

			EBITDA

			(5,735
			)

			(4,207
			)

			(9,942
			)

			(9,122
			)

			166

			(8,956
			)

			(2,483
			)

			1,035

			(1,448
			)

(1) 2023 amounts include $3.9 million in non-recurring costs resulting from extreme weather events that led to increased costs and delays on Aevitas Solar’s Edenvale project. In addition, the Group incurred an aggregate of $2.1 million of non-recurring, non-operational costs, consisting of $1.8 million provision for fiscal refunds on prior years receivables, which the Company is defending, and $0.2 million of restructuring activities.

2022 amounts include $1.9 million relating to non-recurring costs incurred on the Blue Grass project in Aevitas Solar, due to state border closures during the project execution phase and $0.4 million of non-recurring, non-operational costs relating to one-time remediation work required within the electric vehicles business segment

2021 amounts include $2.2 million related to legal costs and settlement monies paid pertaining to the Comberg Claims and $0.6 million of costs incurred from the acquisition of Tembo e-LV in November 2020.

For further information on these non-recurring, non-operational costs, please refer to the section entitled “Restructuring and Other Non-Recurring Costs” below.

VivoPower International PLC

18th Floor, The Scalpel

52 Line Street, London EC3M 7AF

www.vivopower.com

United States securities and exchange commission logo
March 1, 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
Form 20-F for the Fiscal Year ended June 30, 2023
Filed October 2, 2023
File No. 001-37974
Dear Kevin Chin:
            We have reviewed your February 21, 2024 amendment and response to our comment
letter and have the following additional comment.
            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 February 2, 2024
letter.
Form 20-F/A for the Fiscal Year ended June 30, 2023
Operating and Financial Review and Prospectus
A. Operating Results
Overview
Non-IFRS Financial Information, page 3
1.We note that you have added disclosures regarding your non-IFRS measures in response
to prior comment one, including a reconciliation from loss for the period. However, you
include adjustments on the line item “Restructuring and other non-recurring costs” for
each period in calculating your measure of Adjusted EBITDA.

The guidance in Item 10(e)(1)(ii)(B) of Regulation S-K generally prohibits adjustments in
calculating a non-GAAP performance measure that eliminate the effects of items that are

 FirstName LastNameKevin Chin
 Comapany NameVivoPower International PLC
 March 1, 2024 Page 2
 FirstName LastName
Kevin Chin
VivoPower International PLC
March 1, 2024
Page 2
identified as non-recurring, infrequent or unusual, when the nature of the charge is such
that it is reasonably likely to recur within two years or when there was a similar charge
within the prior two years. Given your characterization of this adjustment as non-
recurring and with there being similar adjustments in your calculations for each of your
last three fiscal years, it appears that you will need to either eliminate these adjustments
from your calculations of the non-GAAP measures, or convey an appropriate rationale for
excluding the recurring charges to adhere to the guidance cited above.

Please refer to the guidance in the Answers to Questions 100.01 and 102.03 of our C&DI's
on Non-GAAP Measures in formulating your response and submit the revisions that you
propose to address these concerns. You may view this guidance at the following website
address: https://www.sec.gov/corpfin/non-gaap-financial-measures.htm
            Please contact Yong Kim at 202-551-3323 or Karl Hiller at 202-551-3686 if you have
questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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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

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 & Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100F Street NE

Washington D.C. 20549

United States of America

			Attention:

			Yong Kim

			Karl Hiller

			21 February 2024

			Re:

			VivoPower International PLC (the “Company”)

			Form 20-F for the Fiscal Year ended June 30, 2023

			Filed October 2, 2023

			File No. 001-37974

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 filing, which was amended on October 6, 2023 (as amended, the “Annual Report”), contained in the Staff’s letter dated February 2, 2024 (the “Comment Letter”).

The Company has filed via EDGAR Amendment No. 2 to the Annual Report (“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. We also note that per your phone conversation with our counsel on February 16, 2024, we were provided an extension of five business days to file Amendment No. 2 and our responses to the Comment Letter.

Form 20-F for the Fiscal Year ended June 30, 2023

Operating and Financial Review and Prospects

A. Operating Results, page 29

1. Please expand your disclosures of the non-IFRS measures of Adjusted EBITDA and Adjusted EBITDA from continuing operations to include the information required by Item 10(e)(1)(i) of Regulation S-K, applicable via General Instruction C(e) to Form 20-F.

Such disclosures should include an equally or more prominent discussion and analysis of the most directly comparable IFRS measures, reconciliations from the most directly comparable IFRS measures to your non-IFRS measures, and the reasons management believes the non-IFRS measures provide useful information to investors.

Response: The Company has revised the disclosure on page 1, 3, and 4 of Amendment No. 2 in response to the Staff’s comment.

2. We see that you provide representations on pages 32 and F-18 that more than 10% of your revenues for the most recently completed fiscal year were derived from one customer. Please revise your filing as necessary to include the information prescribed by paragraph 34 of IFRS 8, i.e. to include the total amount of such revenues and to identify the segment(s) in which such revenues are reported.

Response: The Company has revised the disclosure on pages 6 and F-22 of Amendment No. 2 in response to the Staff’s comment.

Financial Statements

Report of Independent Registered Public Accounting Firm, page F-2

3. We note that your auditor represents in the opinion on page F-3, in describing a critical audit matter, that revenue for the year ended June 30, 2023 amounted to $22.5 million. However, in the consolidated statement of comprehensive income on page F-4, you report revenues of $15.1 million for this most recently completed period.

Please discuss this observation with your auditor and arrange to obtain and file in an amendment to your Form 20-F a revised or updated audit opinion.

However, if the revenues reported on page F-4 are in error, you should also make the necessary corrections and obtain a re-audit of the financial statements.

Response: The Company respectfully advises the Staff that the revenue figure of $22.5 million for the year ended June 30, 2023 included in the audit opinion in the Annual Report was in error. Such figure should have been $15.1 million, as reported in the consolidated statement of comprehensive income and elsewhere in the Annual Report. The auditor revised the audit opinion on page F-3 of Amendment No. 2 in response to the Staff’s comment.

Exhibits

4. We understand from the explanatory note provided in your Form 20-F amendment that due to an administrative error you obtained and filed a revised consent from the auditor, and we see that the more recent consent identifies a previously filed Form F-3 in addition to the Form S-8 that was identified in the earlier consent.

However, the consent at Exhibit 15.1, in referring to the audit report for which consent is being provided, identifies an audit report dated June 30, 2023, which is not consistent with the date of the audit report on page F-3, of October 2, 2023.

Please discuss this inconsistency with your auditor and arrange to obtain and file in an amendment to your Form 20-F a consent that resolves this discrepancy.

Response: The auditor revised its consent in response to the Staff’s comment, which the Company has filed as Exhibit 15.1 to Amendment No. 2.

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 Line Street, London EC3M 7AF

			www.vivopower.com

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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

16 February 2024

			Re:

			VivoPower International PLC (the “Company”)

Registration Statement on Form F-3

Filed January 12, 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, which was initially filed on January 12, 2024 (the “Registration Statement”), contained in the Staff’s letter dated February 2, 2024 (the “Comment Letter”).

The Company has filed via EDGAR Amendment No. 1 to the Registration Statement (“Amendment No. 1”), 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. 1. Capitalized terms used but not defined herein have the meanings set forth in Amendment No. 1.

Form F-3

Cover Page

1. Please revise your cover page to include the calculation of the aggregate market value of your outstanding voting and non-voting common equity, and the amount of all securities offered during the prior 12 calendar month period that ends on, and includes, the date of the prospectus. Refer to Instruction 7 and General Instruction I.B.5. of Form F-3.

Response: The Company has revised the disclosure on the Cover Page of Amendment No. 1 in response to the Staff’s comment.

Exhibits

Exhibit 5.1 Opinion of Shoosmiths LLP

2. We note the legality opinion in which counsel states that "The Opinions in paragraph 4.1 are given only for the benefit of the Company and they may not be relied upon by any other person or for any other purpose." Please remove this limitation. Refer to SLB 19 II.B.3.d. Additionally, please obtain and file a revised legality opinion to cover all securities in the Form F-3 being registered in the offering.

Response: The Company has obtained a revised legality opinion, which is filed as Exhibit 5.1 to Amendment No. 1 in response to the Staff’s comment. The Company has also obtained a legality opinion regarding certain matters of New York law, which is filed as Exhibit 5.2 to Amendment No. 1.

General

3. Please confirm your understanding that we will not be in a position to accelerate the effectiveness of your registration statement until our comments relating to your Form 20- F for the period ended June 30, 2023 have been resolved.

Response: The Company acknowledges that the Staff will not be in a position to accelerate the effectiveness of the Registration Statement until the comments relating to its Annual Report on Form 20-F for the period ended June 30, 2023 have been resolved.

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

United States securities and exchange commission logo
February 2, 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
Registration Statement on Form F-3
Filed January 12, 2024
File No. 333-276509
Dear Kevin Chin:
            We have conducted a limited review of your registration statement and have the
following comments.
            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.
Registration Statement on Form F-3
Cover Page
1.Please revise your cover page to include the calculation of the aggregate market value of
your outstanding voting and non-voting common equity, and the amount of all securities
offered during the prior 12 calendar month period that ends on, and includes, the date of
the prospectus. Refer to Instruction 7 and General Instruction I.B.5. of Form F-3.
Exhibits
2.We note the legality opinion in which counsel states that "The Opinions in paragraph 4.1
are given only for the benefit of the Company and they may not be relied upon by any
other person or for any other purpose." Please remove this limitation. Refer to SLB 19
II.B.3.d. Additionally, please obtain and file a revised legality opinion to cover all
securities in the Form F-3 being registered in the offering.

 FirstName LastNameKevin Chin
 Comapany NameVivoPower International PLC
 February 2, 2024 Page 2
 FirstName LastName
Kevin Chin
VivoPower International PLC
February 2, 2024
Page 2
General
3.Please confirm your understanding that we will not be in a position to accelerate the
effectiveness of your registration statement until our comments relating to your Form 20-
F for the period ended June 30, 2023 have been resolved.
            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.
            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.
            Please contact Cheryl Brown at 202-551-3905 or Daniel Morris at 202-551-3314 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Elliott Smith, Esq.

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VIVOPOWER INTERNATIONAL PLC

The Scalpel, 18th Floor, 52 Lime Street

London EC3M 7AF

United Kingdom

September 27, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Arthur Tornabene-Zalas

Re: VivoPower International PLC

Registration Statement on Form F-1

Filed September 16, 2022

File No. 333-267481

Request for Acceleration

Dear Mr. Tornabene-Zalas:

Pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, VivoPower International PLC (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form F-1 (File No. 333-267481), so that it may become effective at 5:00 p.m. (Washington, D.C. time) on September 29, 2022, or as soon thereafter as practicable.

Please call Ivan K. Blumenthal of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Registrant, at (212) 692-6784 with any comments or questions regarding this matter.

			Very truly yours,

			VivoPower International PLC

			By:

			 /s/ Kevin Chin

			Name: Kevin Chin

			Title: Chief Executive Officer

			cc:

			Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

			Ivan K. Blumenthal, Esq.

United States securities and exchange commission logo
September 23, 2022
Kevin Chin
Chief Executive Officer, Executive Chairman and Director
VivoPower International PLC
The Scalpel
18th Floor 52 Lime Street
London EC3M 7AF
United Kingdom
Re:VivoPower International PLC
Registration Statement on Form F-1
Filed September 16, 2022
File No. 333-267481
Dear Mr. Chin:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Arthur Tornabene-Zalas at (202) 551-3162 or Liz Packebusch, Staff
Attorney, at (202) 551-8749 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Ivan Blumenthal, Esq.

United States securities and exchange commission logo
October 22, 2021
Kevin Chin
Chief Executive Officer
VivoPower International PLC
The Scalpel, 18th Floor, 52 Lime Street
London EC3M 7AF
United Kingdom
Re:VivoPower International PLC
Form 20-F for the Fiscal Year ended June 30, 2020
Filed September 8, 2020
File No. 001-37974
Dear Mr. Chin:
            We have completed our review of your filings.  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.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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United States Securities & Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

United States of America

September 7, 2021

			Attention:

			Joseph Klinko, Office of Energy & Transportation

			Lily Dang, Office of Energy & Transportation

			Re:
			VivoPower International PLC

			Form 20-F for the Fiscal Year ended June 30, 2020

			Filed September 8, 2020

			File No. 001-37974

Ladies and Gentlemen,

We are responding to the comment letter received from the staff of the Securities and Exchange Commission (the “Staff”) on July 9, 2021 (the “Letter”) relating to the Form 20-F for the fiscal year ended June 30, 2020 filed with the Securities and Exchange Commission on September 8, 2020 (the “Form 20-F”) and VivoPower International PLC’s (the “Company”) June 2, 2021 response to the comment letter received on April 29, 2021. Where references are made to VivoPower, these shall include VivoPower and/or Tembo as applicable.

For ease of review, we have set forth below each of the numbered comments of your letter in italic type followed by our responses thereto.

Form 20-F for the Fiscal Year ended June 30, 2020

Information on the Company

History and Development of the Company, page 22

			1.

			We note that you issued a press release on June 17, 2021 to announce a definitive agreement under which Canadian industrial equipment distributor Acces Industriel Mining Inc., will distribute electric light vehicles in Canada, using your conversion kits. You report that the counterparty “intends to purchase” 1,675 Tembo e-LV conversion kits and that you estimate these orders “to be worth US$120 million in total value.”

			However, in the next-to-last paragraph of your press release you refer to these as "the potential" e-LV conversion kits that "could be sold" under the arrangement and state that these "could be worth approximately $120 million in revenues."

			We previously advised you of our Commission policy on projections which cautions against making projections for which you do not have a reasonable basis and against making projections of revenue without corresponding projections of income, to avoid misleading inferences through the selective projection of only favorable items, such as revenues in the absence of costs. In your press release, you provide an estimate of revenues but no estimate of income or costs. You also explain that management prepared the value estimate "based on its good faith judgment using what it believed to be reasonable assumptions regarding the future sales of e-LVs to end-customers in Canada" although you have not provided details about material assumptions underlying the estimate, other than indicating the quantity of products involved.

VivoPower International PLC

The Scalpel, 18th Floor 52 Lime Street, London, England, EC3M 7AF

www.vivopower.com

Response:

We respectfully acknowledge the Staff’s comment and advise that the press release dated 17 June 2021 announcing the definitive distribution agreement with Acces Industriel Mining Inc. was submitted under cover of Form 6-K, and was not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934. Accordingly, the press release included with that Form 6-K is not a “Commission filing” as referenced in Item 10(b) of Regulation S-K, and therefore that item is inapplicable to the disclosure in the press release.

The Company believes that the press release contains a balanced and accurate description of the material terms of the Acces distribution agreement, and that management had a reasonable basis for the statements made in the press release. One of the material terms of the Acces distribution agreement (which we are submitting supplementally to the Staff under cover of a separate letter) is the minimum purchase commitment totalling 1,675 units over a five-year period. The distribution agreement also contains an expected price range for the e-LV conversion kits, and the Company informs the Staff that it used the low end of that range of €60,000 to calculate the $120 million in potential revenues (after converting Euros to U.S. dollars) attributable to the commitment for 1,675 units under the contract. These contractual terms were derived from good faith negotiations with an independent third party.

Furthermore, the press release was replete with disclosure regarding the nature of the commitment, and the Company respectfully disagrees with the Staff that it contains any “misleading inferences.” The disclosure in the press release places the minimum purchase commitments into context by clearly and accurately describing the nature, timing and pricing of the commitments in the distribution agreement, and it contains the following descriptions and qualifying language about the distribution agreement:

			●

			“The Company estimates these orders to be worth US$120 million in total value over the next five-and-a-half years, with a delivery schedule weighted towards the latter part of the Distribution Agreement period.”

			●

			“The Distributor will not be required to remit payment for its orders of e-LV conversion kits until end-customers enter into purchase orders for e-LVs or the Distributor purchases conversion kits prospectively ahead of end-customer orders. In the event that the Distributor fails to satisfy the minimum purchase commitment, the Distribution Agreement will undergo a review process. If no acceptable resolution is reached, VivoPower is entitled to withhold exclusivity for the Distributor in Canada.”

			●

			“That estimate does not represent a firm commitment for purchase orders, and actual results may differ materially.”

			●

			“As future e-LV sales remain contingent on successful negotiation of end-customer sales contracts, and as the quantity, pricing and timing of each sales contract will be different, this estimation is not a formal projection of future revenue, but an indication of the expected value of such contracts to VivoPower. The foregoing estimate is subjective in many respects and there can be no assurance that actual results will not differ materially from these estimates.

Page | 2

In light of the these statements, other meaningful cautionary language contained in the press release, and the long-term nature of the minimum commitment, the Company believes that it had a reasonable basis for its disclosure and that the press release does not create any misleading inferences.

We believe that you should expand upon your disclosures to describe your assumptions with sufficient details to understand how they have been formulated, and if you are able to show that you have a reasonable basis for the assumptions, you should include a corresponding projection of income or a similar measure that would indicate the economics that you expect to recognize in your financial statements in accordance with IFRS. For example, you should address the following points.

			●

			Indicate whether the $71.6 million per conversion kit reflected in your estimate is the price that your distributor has agreed to pay for any conversion kits that it ultimately acquires, based on explicit terms of the agreement, or explain how you have formulated your expectation if there is some other basis.

			●

			Explain how you have sized-up the market for specialized electric vehicles in Canada and your share of that market, as may include identifying potential customers, gauging demand at the price utilized in your estimate, and your competitive position and readiness to perform under the arrangement.

			●

			State the amount of capital expenditures that would be incurred to acquire or develop any facilities necessary to produce the volumes that you have indicated, and describe any historical experience, contractual arrangements or other information that constitutes support for these assumptions.

			●

			Indicate the extent of any investment, hiring and training needed to staff facilities that would be involved in fulfillment under the arrangement.

			●

			Describe the status of the counterparty as it relates to being prepared and ready to perform the work anticipated, such as the nature of its operations, extent of experience converting traditionally powered vehicles to electric vehicles, and the adequacy of its current facilities and workforce.

Your disclosures about distributor arrangements should more clearly distinguish between estimated values ascribed to contracts for the sale of products, based on the specific terms of agreements that you have secured, and values associated with projections of activity that involve broader considerations. Please refrain from describing projections of revenues as "total value" and "worth" as these terms may be commonly understood to represent measures of income or profitability, taking into consideration the costs that would be incurred in the course of realizing the projected revenues.

In conjunction with any projections, you should also include representation of your management as to whether these are considered to be the most probable amounts and consistent with your expectations. Please address the foregoing with incremental disclosures and submit the underlying agreement for our review.

Page | 3

Response:

Notwithstanding the Company’s position in its response above, the Company would like to address the Staff’s concerns and resolve the outstanding comments. Accordingly, the Company will provide the following additional disclosure to respond to the Staff’s comments:

			●

			The Company will provide disclosure of an estimated range of gross margins that it reasonably expects would apply to the sales under the distribution agreement.

			●

			The Company will clarify that the unit price of €60,000 (or US$71,600) that was used to calculate the $120 million value of the commitment under the contract was at the low end of the indicative price range that was explicitly agreed to by the parties and set forth in the distribution agreement.

			●

			The Company will clarify that the $120 million estimate is based solely on the specific terms of purchase commitments set forth in the distribution agreement (which is a negotiated contractual term based upon the counterparty’s estimates of future contracted purchases from its customer base using its assessment of the market), that the estimate does not include an attempt to quantify the total addressable market for specialized electric vehicles in Canada, and the estimate is not associated with projections of activity that involve other broader considerations beyond the scope of the specific terms of the contract.

			●

			The Company will refrain from using the terms “total value” and “worth” and it will clarify that the estimated revenues ascribed to the purchase commitments under the distribution agreements do not represent measures of income or profitability, and do not take into consideration the costs that would be incurred in the course of realizing the estimated revenues.

			●

			The Company will include a statement to the effect that it is the opinion of management that the estimates represent the most probable amounts attributable to the purchase commitments and that the estimates are consistent with its expectations.

			2.

			We note that you have proposed to make incremental disclosure in response to prior comments one and two, regarding your $250 million revenue projection based on the distribution arrangement in Australia to clarify that your estimate “does not represent a firm commitment for purchase orders, and actual results may differ materially.”

			However, you also propose to state, in general terms, that estimated values of your framework agreements reflect both “existing” and anticipated customer purchase orders, and “are based upon the good faith judgment of the distribution counterparties’ management.” The reference to existing customer purchase orders should be revised to disassociate this statement from your arrangement with GB Auto, where there were no purchase orders for the sale of converted vehicles, and with regard to estimates based on the judgment of counterparties, it should be clear whether your management considers these to reflect the most probable assumptions and amounts.

Response:

In response to the Staff’s request that the references to existing customer purchase orders should be disassociated from the “arrangement to GB Auto, where there were no purchase orders for the sale of converted vehicles,” we respectfully advise the staff that, contrary to this assertion, there are several existing purchase orders for converted electric vehicles through our arrangement with GB Auto. The Company previously provided the Staff with those existing purchase orders for pilot and trial vehicles, which were submitted on a supplemental basis. In future disclosures about the GB Auto distribution agreement, the Company will clarify that it considers its estimates based upon the judgement of the distribution counterparties to reflect the most probable assumptions and amounts.

Page | 4

Please further expand your proposed incremental disclosures to adhere to the guidance in the preceding comment in this letter as it relates to distinguishing between contract valuations and projections, disclosing projections of revenues in the absence of corresponding projections of income, and the examples for identifying and describing material assumptions for which you are able to show a reasonable basis.

Response:

The Company’s disclosure describes the material terms of the GB Auto distribution agreement, which contains a minimum purchase commitment that was negotiated in good faith with an independent third party. The Company believes that its description of the GB Auto distribution agreement was made with a reasonable basis, and that the disclosure contains a balanced and accurate description of the material terms of the agreement. The Company does not believe that using a reasonable, conservative unit price to express the aggregate value of the 2,000 vehicle minimum commitment over a four-year period creates any misleading inferences. However, since the Company desires to resolve the Staff’s comments, it will expand the disclosure in an upcoming report on Form 6-K to comport with its response in the preceding comment.

As your agreement with GB Auto does not address the provision of vehicles, work to be completed, or values to be ascribed to any component or paid by either party, you should also revise the proposed language stating that the agreement is “unique in that the estimated value reflects the full supply of the ruggedized and customized vehicles,” to emphasize that terms supporting revenue recognition for the full value of converted vehicles have not been established, and that certain language in the agreement, regarding the absence of an agency relationship, is also not consistent with your assumption.

Response:

In response to the Staff’s comment, the Company will add disclosure in an upcoming report on Form 6-K to clarify that due to ongoing discussions and negotiation with GB Auto regarding the contractual terms of the supply and modification agreement, and ongoing discussions with Toyota Motor Corporation of Australia, the Company may not be able to recognize revenue of the full value of the converted vehicle. Currently, the absence of an agency relationship in the distribution agreement weighs against the Company being able to recognize the full value of the converted vehicle as revenue.

Please quantify the effects on the previously projected amounts of material assumptions underlying those amounts that either did not have or no longer have a reasonable basis. Please reformulate your disclosures as indicated above and in the preceding comment, and file your information without further delay.

Response:

We respectfully advise the Staff the that Company believes that al

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VivoPower International PLC

The Scalpel

18th Floor, 52 Lime Street

London EC3M 7AF

United Kingdom

August 25, 2021

VIA EDGAR SUBMISSION

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Joseph Klinko and Lily Dang

Re:         VivoPower International PLC (the “Company”)

Form 20-F for the Fiscal Year Ended June 30, 2020

Filed September 8, 2020

File No. 001-37974

Ladies and Gentlemen:

We are hereby filing with the Securities and Exchange Commission (the “Commission”) this letter in response to the letter dated August 23, 2021 (the “Letter”) from Joseph Klinko and Lily Dang of the Staff (the “Staff”) of the Commission to Kevin Chin, the Company’s Chief Executive Officer.

The Letter requests that the company respond to the comments contained in the letters dated March 1, 2021, April 29, 2021, and July 9, 2021 (the “Comment Letters”) by September 7, 2021. We are writing to inform that Staff that the Company has been working to prepare responses to the Comment Letters and expect to provide our responses on or before September 7, 2021. The completion of the responses has been delayed as the Company has been focused on the preparation of its year-end financial statements. We appreciate the Staff’s consideration.

			Very truly yours,

			/s/ James Tindal-Robertson

			James Tindal-Robertson

cc:         Securities and Exchange Commission

Joseph Klinko

Lily Dang

VivoPower International PLC

Kevin Chin

James Tindal-Robertson

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Melissa V. Frayer

Andrew D. Thorpe

United States securities and exchange commission logo
August 23, 2021
Kevin Chin
Chief Executive Officer
VivoPower International PLC
The Scalpel, 18th Floor, 52 Lime Street
London EC3M 7AF
United Kingdom
Re:VivoPower International PLC
Form 20-F for the Fiscal Year ended June 30, 2020
Filed September 8, 2020
File No. 001-37974
Dear Mr. Chin:
            We issued comments to you on the above captioned filing on March 1, 2021, April 29,
2021, and July 9, 2021.  As of the date of this letter, these comments remain outstanding and
unresolved.  We expect you to provide a complete, substantive response to these comments by
September 7, 2021.
            If you do not respond, we will, consistent with our obligations under the federal securities
laws, decide how we will seek to resolve material outstanding comments and complete our
review of your filing and your disclosure.  Among other things, we may decide to release
publicly, through the agency's EDGAR system, all correspondence, including this letter, relating
to the review of your filings, consistent with the staff's decision to publicly release comment and
response letters relating to disclosure filings it has reviewed.
            You may contact Joseph Klinko - Staff Accountant, at (202) 551-3824, or Lily Dang -
Staff Accountant, at (202) 551-3867 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

United States securities and exchange commission logo
July 9, 2021
Kevin Chin
Chief Executive Officer
VivoPower International PLC
The Scalpel, 18th Floor, 52 Lime Street
London EC3M 7AF
United Kingdom
Re:VivoPower International PLC
Form 20-F for the Fiscal Year ended June 30, 2020
Filed September 8, 2020
Response Letter Dated June 2, 2021
File No. 001-37974
Dear Mr. Chin:
            We have reviewed your June 2, 2021 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
April 29, 2021 letter.
Form 20-F for the Fiscal Year ended June 30, 2020
Information on the Company
History and Development of the Company, page 22
1.We note that you issued a press release on June 17, 2021 to announce a definitive
agreement under which Canadian industrial equipment distributor Acces Industriel Mining
Inc., will distribute electric light vehicles in Canada, using your conversion kits.  You
report that the counterparty “intends to purchase” 1,675 Tembo e-LV conversion kits and
that you estimate these orders “to be worth US$120 million in total value.”

 FirstName LastNameKevin Chin
 Comapany NameVivoPower International PLC
 July 9, 2021 Page 2
 FirstName LastNameKevin Chin
VivoPower International PLC
July 9, 2021
Page 2
However, in the next-to-last paragraph of your press release you refer to these as "the
potential" e-LV conversion kits that "could be sold" under the arrangement and state that
these "could be worth approximately $120 million in revenues."

We previously advised you of our Commission policy on projections which cautions
against making projections for which you do not have a reasonable basis and against
making projections of revenue without corresponding projections of income, to avoid
misleading inferences through the selective projection of only favorable items, such as
revenues in the absence of costs. In your press release, you provide an estimate of
revenues but no estimate of income or costs.  You also explain that management prepared
the value estimate "based on its good faith judgment using what it believed to be
reasonable assumptions regarding the future sales of e-LVs to end-customers in Canada"
although you have not provided details about material assumptions underlying the
estimate, other than indicating the quantity of products involved.

We believe that you should expand upon your disclosures to describe your assumptions
with sufficient details to understand how they have been formulated, and if you are able to
show that you have a reasonable basis for the assumptions, you should include a
corresponding projection of income or a similar measure that would indicate the
economics that you expect to recognize in your financial statements in accordance with
IFRS. For example, you should address the following points.

•Indicate whether the $71.6 million per conversion kit reflected in your estimate is the
price that your distributor has agreed to pay for any conversion kits that it ultimately
acquires, based on explicit terms of the agreement, or explain how you have
formulated your expectation if there is some other basis.

•Explain how you have sized-up the market for specialized electric vehicles in Canada
and your share of that market, as may include identifying potential customers,
gauging demand at the price utilized in your estimate, and your competitive position
and readiness to perform under the arrangement.

•State the amount of capital expenditures that would be incurred to acquire or develop
any facilities necessary to produce the volumes that you have indicated, and describe
any historical experience, contractual arrangements or other information that
constitutes support for these assumptions.

•Indicate the extent of any investment, hiring and training needed to staff facilities that
would be involved in fulfillment under the arrangement.

•Describe the status of the counterparty as it relates to being prepared and ready to
perform the work anticipated, such as the nature of its operations, extent of
experience converting traditionally powered vehicles to electric vehicles, and the
adequacy of its current facilities and workforce.

 FirstName LastNameKevin Chin
 Comapany NameVivoPower International PLC
 July 9, 2021 Page 3
 FirstName LastNameKevin Chin
VivoPower International PLC
July 9, 2021
Page 3

Your disclosures about distributor arrangements should more clearly distinguish between
estimated values ascribed to contracts for the sale of products, based on the specific terms
of agreements that you have secured, and values associated with projections of activity
that involve broader considerations.  Please refrain from describing projections of
revenues as "total value" and "worth" as these terms may be commonly understood to
represent measures of income or profitability, taking into consideration the costs that
would be incurred in the course of realizing the projected revenues.

In conjunction with any projections, you should also include representation of your
management as to whether these are considered to be the most probable amounts
and consistent with your expectations. Please address the foregoing with incremental
disclosures and submit the underlying agreement for our review.
2.We note that you have proposed to make incremental disclosure in response to prior
comments one and two, regarding your $250 million revenue projection based on
the distribution arrangement in Australia to clarify that your estimate “does not represent a
firm commitment for purchase orders, and actual results may differ materially.”

However, you also propose to state, in general terms, that estimated values of your
framework agreements reflect both “existing” and anticipated customer purchase orders,
and “are based upon the good faith judgment of the distribution counterparties’
management.” The reference to existing customer purchase orders should be revised to
disassociate this statement from your arrangement with GB Auto, where there were no
purchase orders for the sale of converted vehicles, and with regard to estimates based on
the judgment of counterparties, it should be clear whether your management considers
these to reflect the most probable assumptions and amounts.

Please further expand your proposed incremental disclosures to adhere to the guidance in
the preceding comment in this letter as it relates to distinguishing between contract
valuations and projections, disclosing projections of revenues in the absence of
corresponding projections of income, and the examples for identifying and describing
material assumptions for which you are able to show a reasonable basis.

As your agreement with GB Auto does not address the provision of vehicles, work to be
completed, or values to be ascribed to any component or paid by either party, you should
also revise the proposed language stating that the agreement is “unique in that the
estimated value reflects the full supply of the ruggedized and customized vehicles,” to
emphasize that terms supporting revenue recognition for the full value of converted
vehicles have not been established, and that certain language in the agreement, regarding
the absence of an agency relationship, is also not consistent with your assumption.

Please quantify the effects on the previously projected amounts of material assumptions
underlying those amounts that either did not have or no longer have a reasonable
basis.  Please reformulate your disclosures as indicated above and in the preceding

 FirstName LastNameKevin Chin
 Comapany NameVivoPower International PLC
 July 9, 2021 Page 4
 FirstName LastName
Kevin Chin
VivoPower International PLC
July 9, 2021
Page 4
comment, and file your information without further delay.
            You may contact Joseph Klinko - Staff Accountant, at (202) 551-3824, or Lily Dang -
 Staff Accountant, at (202) 551-3867 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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United States Securities & Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

United States of America

June 2, 2021

			Attention:
			Joseph Klinko, Office of Energy & Transportation

			Lily Dang, Office of Energy & Transportation

			Re:

			VivoPower International PLC

			Form 20-F for the Fiscal Year ended June 30, 2020

			Filed September 8, 2020

			File No. 001-37974

Ladies and Gentlemen,

We are responding to the comment letter received from the staff of the Securities and Exchange Commission (the “Staff”) on April 29, 2021 (the “Letter”) relating to the Form 20-F for the fiscal year ended June 30, 2020 filed with the Securities and Exchange Commission on September 8, 2020 (the “Form 20-F”). Where references are made to VivoPower, these shall include VivoPower and/or Tembo as applicable.

For ease of review, we have set forth below each of the numbered comments of your letter in italic type followed by our responses thereto.

Form 20-F for the Fiscal Year ended June 30, 2020

Information on the Company

History and Development of the Company, page 22

			1.

			We have read your response to prior comment one, concerning your various disclosures about the agreement with GB Auto Group Pty Limited and GB Electric Vehicles Pty Ltd (collectively, “GB Auto”), indicating that GB Auto has committed to purchase 2,000 Tembo electric conversion kits, and that you expect revenues of $250 million based on these orders. In the January 25, 2021 Form 6-K, you announced “the signing of a US$250m agreement for [your] Tembo Toyota Electric Vehicle Solutions” and described the agreement as “the most valuable deal for electric vehicles in the Australasia region.”

However, we understand from your response that the agreement referenced in these disclosures is not a contract for the actual sale of any conversion kits or vehicles with conversion kits installed, and that your expectation for revenues is not based on any specific provisions in the agreement nor any contract for the sale of such products to other parties that would be covered by the agreement with GB Auto. You explain that GB Auto will serve as your agent in marketing, promoting, and selling your products in Australia, and will be installing your electric conversion kits in automobiles that it procures from a third party on your behalf. You state that VivoPower, under the agreement, “controls and directs GB Auto to participate in the procurement and assembly of these vehicles” and indicate that GB Auto will earn a commission based on the sales price, although terms governing the financial aspects of the arrangement have not been established.

VivoPower International PLC

The Scalpel, 18th Floor 52 Lime Street, London, England, EC3M 7AF

www.vivopower.com

We believe that you should promptly expand upon your earlier disclosures regarding this arrangement to more accurately describe your relationship with GB Auto, considering each of the observations noted above, although certain of your representations should be reconciled to Section 2.3(a) of your agreement. You should also specify the circumstances under which GB Auto would be required to pay for any conversion kits ordered, if this depends on you securing sales of converted vehicles to a third party, taking other actions or making an incremental commitment, and how your obligation to pay GB Auto for the cost of vehicles that it acquires to fulfill an order would arise and be settled, in relation to your accounting for the conversion kits and any commissions.

Response:

We acknowledge the Staff’s comment and note the following:

			●

			We intend to issue additional disclosure regarding the relationship with GB Auto to address the Staff’s comments, as set forth in Exhibit A hereto.

			●

			We respectfully advise the Staff that the distribution agreement provides a framework under which VivoPower can consummate sales contracts for complete electric vehicles to end-customers in Australia. Under the distribution agreement, GB Auto will serve as our exclusive distributor in marketing, promoting and selling electric vehicles in Australia, and will also procure base diesel or petrol vehicles from the original equipment manufacturer (“OEM”) on behalf of VivoPower or Tembo. For this role, GB Auto will earn a sales commission based on the sales price of the vehicle. Under the terms of the agreement with GB Auto, it is also intended that VivoPower will direct GB Auto to participate in part of the assembly of these vehicles, including the removal of the original diesel or petrol powertrain, for which GB Auto will receive compensation in addition to the sales commission. However, the agreement contains a provision to the effect that the parties shall not have a relationship of agency, joint venture or partnership.

We respectfully advise the Staff that we believe the estimate of the value to be derived from the GB Auto distribution agreement was made in good faith and with a reasonable, conservative approach. First, the distribution agreement includes a commitment by GB Auto to purchase a minimum of 2,000 Tembo e-LV conversion kits (Toyota Landcruiser and Hilux models) in the first four years of the agreement. This volume metric is reasonable because (i) it was derived from extensive, good faith negotiations with GB Auto, and (ii) GB Auto risks losing its right as the exclusive distributor of Tembo electric vehicles in Australia if the commitment is not satisfied. As described in our previous response letter to the Staff, dated March 25, 2021, the pricing we used to determine the estimated revenue per vehicle under the distribution agreement was a conservative US$125,000 per vehicle (which is the average minimum price for a pilot or trial vehicle), whereas prices for fully customised and ruggedized vehicles can be significantly higher. As evidence for our pricing estimate, we have used actual purchase orders for our selected pilot and trial vehicles in Australia, and we are supplementally submitting evidence of these purchase orders to the Staff under cover of a separate letter (for which we will seek confidential treatment due to the competitive and commercially sensitive nature of the information).

Page | 2

We note that, the above commitments are expected to be fulfilled upon GB Auto generating purchase orders of electric vehicles by end-customers, and as is customary in the industry, GB Auto will not be required to remit payment for its orders of conversion kits until end-customers enter into purchase orders for electric vehicles or if GB Auto purchases conversion kits prospectively ahead of end-customer orders. In the event that GB Auto fails to satisfy the minimum commitment, the contract will undergo a review process under which the parties will attempt to agree to an acceptable outcome. If no acceptable resolution is reached, the parties may terminate the distribution agreement, and GB Auto would lose its exclusivity in Australia.

Further terms governing other aspects of the distribution agreement with GB Auto are in the process of being finalised and are dependent upon the conclusion of active commercial negotiations with OEMs. For example, efforts are currently underway to negotiate and execute a Supply and Modification Agreement that will further define the terms of how each party (i.e., VivoPower, Tembo and GB Auto) will engage with OEMs to provide goods and services, such as the procurement of the vehicles to fulfil end-customer orders, and the settlement mechanics of payments due.

			2.

			Given that you have made revenue projections in the various announcements pertaining to the agreement with GB Auto, when formulating the revisions and incremental disclosures in response to the preceding comment, refer to our Commission policy on projections as described in Item 10(b) of Regulation S-K. We believe that you should have a reasonable basis for projections and present these in an appropriate format.

For example, when revenue projections having a reasonable basis are disclosed, corresponding income projections would also be disclosed. In addition, you would (i) identify the material assumptions and uncertainties, as may pertain to prices, volumes, and the timeframe for securing customers, developing business processes and production capacity, (ii) describe the extent of any factual details that provide a reasonable basis for your projections, and (iii) clarify whether your projections represent the most probable specific amounts or how these compare to the most reasonable range for each item.

We believe that clarifying disclosure should be made if and when management knows or has reason to know that its previously disclosed projections did not have or no longer have a reasonable basis. If you believe that you had a reasonable basis for your projections, based on agreements, commitments or other details that you have not mentioned, provide us with the underlying analyses and supporting documentation. If you have subsequently entered into contracts for the sale of converted vehicles pursuant to the arrangement with GB Auto, please summarize the details and submit the related contracts for review.

Tell us how you propose to supplement and clarify the announcements furnished on Form 6-K, having descriptions of the agreement and projections, as referenced in prior comment one, including your consideration of amending each of these documents to include incremental disclosures and issuing a new press release with a comprehensive description of the arrangement. Please submit the revisions and incremental disclosures that you propose and believe will fully address these concerns.

Page | 3

Response:

We respectfully acknowledge the Staff’s comment and advise that all of the press releases that referenced the GB Auto distribution agreement were submitted under cover of Form 6-K, and accordingly were not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934. Accordingly, the press releases included in those Forms 6-K were not considered “Commission filings” as referenced in Item 10(b) of Regulation S-K. Nevertheless, VivoPower included specific mentions of the estimated $250 million in potential revenue as “forward-looking statements” in the press releases from December 23, 2020, January 25, 2021 and February 2, 2021 and highlighted that “These statements are based on VivoPower’s management’s current expectations or beliefs and are subject to risk, uncertainty and changes in circumstances. Actual result may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive and/or regulatory factors, and other risks and uncertainties affecting the operation of VivoPower’s business.” Notwithstanding this analysis, VivoPower intends to issue additional disclosure to address the Staff’s comments, with appropriate language in consideration of Item 10(b) of Regulation S-K, as set forth in Exhibit A hereto.

We advise the Staff that we believe the estimate of the value to be derived from the GB Auto distribution agreement was made in good faith and with a conservative approach, using the judgement of GB Auto’s management based upon contracted orders and expected future orders for its customer base, as well as from VivoPower’s customer base in its Aevitas business unit. As discussed above, the volume metric of 2,000 vehicles is reasonable because (i) it was derived from extensive, good faith negotiations with GB Auto, and (ii) GB Auto risks losing its right as the exclusive distributor of Tembo electric vehicles in Australia if the commitment is not satisfied. Furthermore, as described in our previous response letter to the Staff, dated March 25, 2021, the pricing we used to determine the estimated revenue per vehicle under the distribution agreement was a conservative US$125,000 per vehicle (which is the average minimum price for a pilot or trial vehicle), whereas prices for fully customised and ruggedized vehicles can be significantly higher. As evidence for our pricing estimate, we have used purchase orders for pilot and trial vehicles in Australia, and we are supplementally submitting evidence of these purchase orders to the Staff under cover of a separate letter.

We note that the distribution agreement also addresses the sales of sustainable energy solutions, such as the design, build and maintenance of renewable energy powered microgrids, customised charging stations and site electrification and power services. as well as battery re-use and recycling. However, in the spirit of conservatism, revenues attributable to such products and services were not included in our estimated value of the distribution agreement.

VivoPower did not provide income projections alongside the revenue estimates, because at this time with COVID lock-downs disrupting the supply chain, management did not believe that it had a reasonable basis to estimate a narrow and informative range of the various costs associated with the potential sales over the four year period over which GB Auto committed to purchase the 2,000 units. As noted above, the parties are also still in the process of finalizing the Supply and Modification Agreement that will further define the terms of how each party will engage with OEMs to provide goods and services, such as the procurement of the vehicles, to fulfil end-customer orders.

			3.

			We note your response to prior comment one stating “the components assembled by Tembo represent over 75% of the cost of the additional components added to the original OEM vehicle.” Tell us how, based on your estimates, the cost of conversion would compare to the cost of the vehicle prior to conversion, and separately quantify the values ascribed to the components, labor involved in conversion, and the vehicle.

Also clarify whether the vehicles to be converted would be purchased by GB Auto without a powerplant and drivetrain, or would initially be powered by electricity, gasoline or diesel, and describe the nature of the conversion that your product is designed to accomplish, including the key conversion components.

Page | 4

Response:

We acknowledge the Staff’s comment and advise as follows:

			●

			The nature of the conversion that Tembo delivers is to electrify a vehicle that was originally built as a diesel or petrol vehicle.

			●

			On average, a diesel or petrol Toyota Landcruiser (HZJ 79) acquired by Tembo prior to conversion, would cost circa US$40,000.

			●

			The cost of conversion is significantly greater than this vehicle purchase price, as a result of major structural changes to the vehicle’s mechanical and electrical componentry on conversion.

			●

			The key conversion components encompass hardware and software and include the (i) battery, (ii) cable harness, (iii) electric drive train, (iv) charger, (v) transmission, (vi) DCDC converter, and (vii) battery management system.

			●

			The vehicles to be converted would typically be purchased with a diesel or petrol powerplant and drivetrain. It is GB Auto’s responsibility to remove the powerplant and drivetrain so that Tembo’s EV drivetrain architecture (or “kit”) can be installed.  This represents circa 25% of the cost of the additional components added to the original OEM vehicle.

			●

			The balance of 75% of the costs of conversion are delivered by Tembo.  We will supplementally provide the Staff with ranges of the costs to each the components (including labour) of the converted vehicles under cover of a separate letter, for which we will seek confidential treatment due to the competitive and commercially sensitive nature of the information.

			●

			All of the above represent estimates based upon management’s reasonable judgement, and is subject to change, based on production volumes, input prices, external factors such as supply demand dynamics

CORRESP
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	vpip20210514_corresp.htm

VivoPower International PLC

The Scalpel

18th Floor, 52 Lime Street

London EC3M 7AF

United Kingdom

May 14, 2021

VIA EDGAR SUBMISSION

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Joseph Klinko and Lily Dang

			Re:

			VivoPower International PLC

			Form 20-F for the Fiscal Year Ended June 30, 2020

			Filed September 8, 2020

			File No. 001-37974

Ladies and Gentlemen:

We are hereby filing with the Securities and Exchange Commission (the “Commission”) this letter in response to comments and queries contained in the letter dated April 29, 2021 (the “Comment Letter”) from Joseph Klinko and Lily Dang of the Staff (the “Staff”) of the Commission to Kevin Chin, the Company’s Chief Executive Officer. We have begun to prepare responses to the Comment Letter, however, the company requires additional time to finalize its detailed response.

The Comment Letter requests that the company respond to the comments within ten business days (May 13, 2021) or advise the Staff the date by when the company will provide its response. We hereby respectfully request an extension for our response until May 28, 2021. We appreciate the Staff’s consideration of this request.

			Very truly yours,

			/s/ James Tindal-Robertson

			James Tindal-Robertson

cc:         Securities and Exchange Commission

Joseph Klinko

Lily Dang

VivoPower International PLC

Kevin Chin

James Tindal-Robertson

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Melissa V. Frayer

Andrew D. Thorpe

United States securities and exchange commission logo
April 29, 2021
Kevin Chin
Chief Executive Officer
VivoPower International PLC
The Scalpel, 18th Floor, 52 Lime Street
London EC3M 7AF
United Kingdom
Re:VivoPower International PLC
Form 20-F for the Fiscal Year ended June 30, 2020
Filed September 8, 2020
Response Letter Dated March 25, 2021
File No. 001-37974
Dear Mr. Chin:
            We have reviewed your March 25, 2021 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
March 1, 2021 letter.
Form 20-F for the Fiscal Year ended June 30, 2020
Information on the Company
History and Development of the Company, page 22
1.We have read your response to prior comment one, concerning your various disclosures
about the agreement with GB Auto Group Pty Limited and GB Electric Vehicles Pty Ltd
(collectively, “GB Auto”), indicating that GB Auto has committed to purchase 2,000
Tembo electric conversion kits, and that you expect revenues of $250 million based on
these orders.  In the January 25, 2021 Form 6-K, you announced "the signing of a
US$250m agreement for [your] Tembo Toyota Electric Vehicle Solutions" and described
the agreement as “the most valuable deal for electric vehicles in the Australasia region.”

 FirstName LastNameKevin Chin
 Comapany NameVivoPower International PLC
 April 29, 2021 Page 2
 FirstName LastNameKevin Chin
VivoPower International PLC
April 29, 2021
Page 2

However, we understand from your response that the agreement referenced in these
disclosures is not a contract for the actual sale of any conversion kits or vehicles with
conversion kits installed, and that your expectation for revenues is not based on any
specific provisions in the agreement nor any contract for the sale of such products to other
parties that would be covered by the agreement with GB Auto.  You explain that GB Auto
will serve as your agent in marketing, promoting, and selling your products in Australia,
and will be installing your electric conversion kits in automobiles that it procures from a
third party on your behalf.  You state that VivoPower, under the agreement, “controls and
directs GB Auto to participate in the procurement and assembly of these vehicles” and
indicate that GB Auto will earn a commission based on the sales price, although terms
governing the financial aspects of the arrangement have not been established.

We believe that you should promptly expand upon your earlier disclosures regarding this
arrangement to more accurately describe your relationship with GB Auto, considering
each of the observations noted above, although certain of your representations should be
reconciled to Section 2.3(a) of your agreement.  You should also specify the
circumstances under which GB Auto would be required to pay for any conversion kits
ordered, if this depends on you securing sales of converted vehicles to a third party, taking
other actions or making an incremental commitment, and how your obligation to pay GB
Auto for the cost of vehicles that it acquires to fulfill an order would arise and be settled,
in relation to your accounting for the conversion kits and any commissions.
2.Given that you have made revenue projections in the various announcements pertaining to
the agreement with GB Auto, when formulating the revisions and incremental disclosures
in response to the preceding comment, refer to our Commission policy on projections as
described in Item 10(b) of Regulation S-K.  We believe that you should have a reasonable
basis for projections and present these in an appropriate format.

For example, when revenue projections having a reasonable basis are disclosed,
corresponding income projections would also be disclosed.  In addition, you would (i)
identify the material assumptions and uncertainties, as may pertain to prices, volumes, and
the timeframe for securing customers, developing business processes and production
capacity, (ii) describe the extent of any factual details that provide a reasonable basis for
your projections, and (iii) clarify whether your projections represent the most probable
specific amounts or how these compare to the most reasonable range for each item.

We believe that clarifying disclosure should be made if and when management knows or
has reason to know that its previously disclosed projections did not have or no longer have
a reasonable basis. If you believe that you had a reasonable basis for your projections,
based on agreements, commitments or other details that you have not mentioned, provide
us with the underlying analyses and supporting documentation.  If you have subsequently
entered into contracts for the sale of converted vehicles pursuant to the arrangement with
GB Auto, please summarize the details and submit the related contracts for review.

 FirstName LastNameKevin Chin
 Comapany NameVivoPower International PLC
 April 29, 2021 Page 3
 FirstName LastName
Kevin Chin
VivoPower International PLC
April 29, 2021
Page 3

Tell us how you propose to supplement and clarify the announcements furnished on Form
6-K, having descriptions of the agreement and projections, as referenced in prior comment
one, including your consideration of amending each of these documents to include
incremental disclosures and issuing a new press release with a comprehensive description
of the arrangement.  Please submit the revisions and incremental disclosures that you
propose and believe will fully address these concerns.
3.We note your response to prior comment one stating "the components assembled by
Tembo represent over 75% of the cost of the additional components added to the original
OEM vehicle."  Tell us how, based on your estimates, the cost of conversion would
compare to the cost of the vehicle prior to conversion, and separately quantify the values
ascribed to the components, labor involved in conversion, and the vehicle.

Also clarify whether the vehicles to be converted would be purchased by GB Auto
without a powerplant and drivetrain, or would initially be powered by electricity, gasoline
or diesel, and describe the nature of the conversion that your product is designed to
accomplish, including the key conversion components.
4.Given that the average of your revenue projections over the four-year term would more
than double revenues reported for your most recently completed fiscal year, tell us how
you considered the Item 5(a) requirement in electing not to incorporate by reference into
the Form F-3 that you filed on December 11, 2020, your announcements pertaining to the
agreement with GB Auto including the projections and your acquisition of the remaining
49% interest in Tembo, if this was your intention.
            You may contact Joseph Klinko - Staff Accountant, at (202) 551-3824, or Lily Dang -
 Staff Accountant, at (202) 551-3867 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
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United States Securities & Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

Washington D.C.

20549

United States of America

25 March 2021

			Attention:

			Joseph Klinko, Office of Energy & Transportation

			Lily Dang, Office of Energy & Transportation

			Re:

			VivoPower International PLC

			Form 20-F for the Fiscal Year ended June 30, 2020

			Filed September 8, 2020

			File No. 001-37974

Ladies and Gentlemen,

We are responding to the comment letter received from the staff of the Securities and Exchange Commission (the “Staff”) on March 1, 2021(the “Letter”) relating to the Form 20-F for the fiscal year ended June 30, 2020 filed with the Securities and Exchange Commission on September 8, 2020 (the “Form 20-F”). Where references are made to VivoPower, these shall include VivoPower and/or Tembo as applicable.

For ease of review, we have set forth below each of the numbered comments of your letter in italic type followed by our responses thereto.

Form 20-F for the Fiscal Year ended June 30, 2020

Information on the Company

History and Development of the Company, page 22

			1.

			We note your disclosure stating that in August 2020 you announced plans to enter the commercial electric vehicle market "...to provide sustainable energy solutions for light electric vehicles" and we see that you have since made various representations about revenues to be earned under a contract with GB Auto in Australia, in press releases filed on Form 6-K, December 23, 2020, January 25, 2021, February 2, 2021, and February 24, 2021, including your half-year report and presentation.

			In the half-year report, you state that the GB Auto partnership is “worth an estimated $250 million” and that revenue "from the agreement” is expected to be at least US$250 million over the initial four years. You disclose that GB Auto is expected to purchase at least 2,000 Tembo electric conversion kits in the first four years of the agreement, which seems to imply that you are expecting to record $125,000 in revenue for each conversion kit sold under the contract. However, in some instances you appear to qualify the expectation for revenues by stating “…when combined with the value of the converted Toyota vehicles.”

The Scalpel, 18th Floor 52 Lime Street, London, England, EC3M 7AF

www.vivopower.com

			Tell us how you have considered both the revenues and the costs of providing products and services under the contract in determining the worth of the contract that you report. Provide us with details of the specific products and/or services to be provided, and explain how you have formulated an expectation for $250 million in revenues over the four year period. Please submit an analysis of the contract provisions under IFRS 15; identify your performance obligations, explain how you will be measuring progress, and determining and allocating the transaction price.

			If your contract includes the resale of vehicles, also explain how you have established your role as a principal in these transactions based on the guidance in paragraphs B34-B38 of IFRS 15. Please submit the contract for our review along with your response.

Response:

We respectfully acknowledge the Staff’s comment and have the following responses. We have considered the revenues and the costs of providing products and services under the contract in determining the worth of the contract in the manner provided in the last paragraph of this response.

The products and services to be provided by each party are as follows:

Pre-production activities:

			●

			Design, engineering and planning activities, including completing the production development plan, specification book and definition of the industrialisation processes, for both the Tembo assembled conversion kit, and the GB Auto actioned final kit assembly and customer specific final fit-out (Tembo).

			●

			Design of tooling & facilities for kits production in Netherlands (Tembo).

			●

			Procurement of tooling and facilities for kit assembly (Tembo).

			●

			Design of tooling & facilities for final assembly in Australia (Tembo).

			●

			Procurement of tooling and facilities for kit assembly in accordance with Tembo instructions (GB Auto).

Production activities:

			●

			Procurement of batteries, electrical & other components for conversion kits (Tembo).

			●

			Assemble conversion kits, deliver to GB Auto (Tembo).

			●

			Procurement of OEM vehicles ready for modification, also harnesses, other local products (GB Auto).

			●

			Installation of conversion kits, harnesses and other local products in accordance with instructions provided by Tembo (GB Auto).

			●

			Final customer sale to customer in name of VivoPower or Tembo (Tembo).

			●

			Distributor of completed vehicles (GB Auto).

			●

			Supplier of Spare Parts (GB Auto).

			●

			Aftermarket and ancillary services (GB Auto).

We have formulated an expectation for $250 million in revenues over the four-year period by considering the revenues, receivables and cost elements in producing the vehicles. VivoPower will receive future revenue for the vehicles from the end customer. Whilst the sales price is not specified in the Distribution and Referral Agreement, as stated below, the sales price per vehicle is currently estimated at US$125,000. GB Auto will receive future revenue from VivoPower in the form of cost recovery and commission for its services and goods provided in accordance with the Distribution and Referral Agreement, under the direction of VivoPower.

Page | 2

In terms of understanding the cost elements involved in producing the vehicles, the key items are:

Pre-production:

			●

			Labour and other project costs for pre-production design, engineering and planning costs, for conversion kits, final assembly, and associated tooling and facilities for both (Tembo).

			●

			Purchase of tooling and facilities, including associated installation cost, for kit assembly (Tembo).

			●

			Purchase of tooling and facilities, including associated installation cost, for final assembly (GB Auto).

Production:

			●

			Purchase of batteries, electrical & other components for conversion kits (Tembo).

			●

			Labour and other costs of assembling conversion kits, delivering to GB Auto (Tembo).

			●

			Purchase of OEM vehicles ready for modification, also harnesses, other local products (GB Auto).

			●

			Labour and other costs of installing conversion kits, harnesses and other local products in accordance with instructions provided by Tembo (GB Auto).

			●

			Marketing and sales (GB Auto).

In terms of relative value of the components supplied to the finished goods, the materials supplied by VivoPower in the conversion kit have greater cost than the OEM vehicle, and represent more than75% of the cost of the components to be installed in the OEM vehicle in order to complete the modifications required (with the remainder being provided by GB Auto).

In addition, but for the VivoPower electrification kits the end customer would not be purchasing these modified OEM vehicles. Furthermore, it should be noted that this Distribution and Referral Agreement is exclusively for Australia and New Zealand and VivoPower, at its discretion, may engage with other distributors or subcontractors pursuant to other future customer contracts in other jurisdictions.

You have asked us to analyse the contract provisions under IFRS 15. Under a future customer contract, the overall performance obligation of VivoPower will require the arrangement between Vivopower and GB Auto and the delivery of modified, ruggedized, electric vehicles to the customer (e.g., a mining company). Concepts of which entity in the arrangement acts as principal are considered below.

Firstly, it is necessary to consider whether the performance obligations and the passing of control in the vehicle to the customer occur over a period of time, requiring measurement of progress as performance obligations are met, or are satisfied at a point in time, in which case revenue recognition occurs in full at that point in time.

The criteria for transferring control of a good or service over time, set out in paragraphs 35-37 of IFRS 15, are:

			●

			The customer simultaneously receives and consumes the benefits provided by the entity’s performance as the entity performs;

			●

			The entity’s performance creates or enhances an asset (for example, work in progress) that the customer controls as the asset is created or enhanced;

			●

			The entity’s performance does not create an asset with an alternative use to the entity (see paragraph 36) and the entity has an enforceable right to payment for performance completed to date.

Page | 3

The criteria in paragraphs 35-37 do not apply to the delivery of completed motor vehicles in this instance, as:

			●

			Whilst each party performs work to assemble the vehicle, the customer receives and consumes no benefit;

			●

			Whilst the assembly work is performed, the customer has no control over the (partially assembled) vehicle.

			●

			The vehicle assembly work performed does not create an asset with an alternative use for VivoPower

			●

			The customer will only accept a completed vehicle that meets the certifications and standards required for its use case.

Therefore, as is common practice in the automotive industry, the performance obligations of the principal in a future contract with the third-party customer (e.g. mining company) are satisfied at a point in time, see IFRS 15 paragraph 38, which would be typically delivery, or acceptance of the vehicle. We, therefore will be treating the future revenue in accordance with this common practice.

Determination and allocation of the transaction price:

The current list price of an electric Tembo vehicle is an average of approximately US$200,000 (noting that this will vary by customer specifications with some instances of Tembo vehicles being closer to US$360,000). We have conservatively estimated an average sale price of US$125,000 per vehicle over the life of the GB Auto partnership. This is a prudent, indicative price, based on bench marking analysis conducted by VivoPower and is substantially below the current price list as well as the price of comparable vehicles in the market, where there is a significant premium on vehicles adapted for specific industrial purposes in challenging environments (e.g., mining).

As the performance obligations of the customer contract will be satisfied at a point in time, the total customer sale price will be allocated to the performance obligation upon sale, with no progress revenue recorded prior to this point.

The following factors are relevant to identification of the principal under IFRS 15 paragraphs B34-38:

			●

			VivoPower will be entering into contractual arrangements with the end customer.

			●

			VivoPower will be primarily responsible for fulfilling the promise to provide the specified goods (modified electric vehicles) to the customer (e.g. mining companies), see IFRS 15 paragraph B37 (a), since:

			●

			The production development plan, specification book and industrialisation process to build and manage the processes required to complete the conversion kit, and to assemble the kit on the OEM vehicle, are being designed and managed by Tembo.

			●

			The kits to convert the vehicles to electric motor form by far the largest modification to the procured OEM vehicles. These kits are produced by Tembo.

			●

			In terms of materials value, the components assembled by Tembo represent over 75% of the cost of the additional components added to the original OEM vehicle

			●

			Tembo bears primary responsibility for ensuring the vehicle meets the customer requirements, as the production development plan, specification book etc. are all being developed and provided by Tembo.

			●

			The customer warranty will be in the name of VivoPower or Tembo.

			●

			Whilst matters of inventory of completed modified vehicles have not been specifically addressed yet, inventory risk is expected to lie with VivoPower, as any customer returns, or surplus vehicles assembled that are not sold to a customer or to GB Auto as dealer, would be at VivoPower discretion to direct the use of such vehicle. See IFRS 15 paragraph B37 (b).

Page | 4

			●

			VivoPower has discretion in setting the price for the modified electric vehicles to the customer (e.g. mining companies), see IFRS 15 paragraph B37 (c), sales of vehicles and spare parts shall be at the list prices provided by VivoPower (see Distribution and Referral Agreement clause 8.1a).

			●

			The performance obligation of GB Auto is to arrange for the provision of certain goods and services as specified by VivoPower or Tembo (detailed in the above list of products and services to be provided by each party). As such services are performed, GB Auto will earn a commission from VivoPower for performing the services and supplying the goods requested by VivoPower (see Distribution and Referral Agreement clause 9.2). This defines GB Auto’s position as agent, not principal. See IFRS 15 paragraph B36.

Considering all these factors in combination, we believe it is clear that VivoPower, in promising to deliver modified, ruggedized electric vehicles to customers, controls and directs GB Auto to participate in the procurement and assembly of these vehicles and accordingly, under IFRS 15 paragraph B35 A (b), VivoPower, not GB Auto, is the principal in the distribution arrangement between Vivopower and GB Auto.

Formulation of 4 year US$250 million revenue expectation

Having identified VivoPower as the Principal, then as VivoPower satisfies the performance obligation of delivery of completed vehicles, VivoPower will recognise the revenue in the gross amount of consideration to which it expects to be entitled in exchange for the specified good or service transferred. See IFRS 15 paragraph B35 B.

The 2,000 conversion kits required from VivoPower for GB Auto to assemble during the initial four years of the term of the Distribution and Referral Agreement, correspond to 2,000 vehicles that the parties anticipate assembling and selling to customers during this same period.

Using the prudent pricing of US$125,000 per vehicle, gives a total expected revenue to VivoPower as principal in the Distribution and Referral Agreement of US$250 million in the four-year period.

			2.

			We note your October 9, 2020 press release states that you purchased your initial 51% interest in Tembo for US$4.7 million, and your February 2, 2021 press release states that you acquired the remaining 49% interest by paying US$2.2 million and issuing 15,793 VivoPower shares, having an apparent combined value of about US$2.4 million.

			Please submit the contract(s) governing these transactions, including any option to acquire the remaining interest for our review. Please explain how the purchase price of both the initial and remaining interests were determined, and how the $250 million value ascribed to the contract with GB Auto was or was not considered and reflected in the terms, along with your rationale. Please describe the status of initiatives to secure the contract with GB Auto at the time of negotiating your initial investment.

Response:

We respectfully acknowledge the Staff’s comment and advise the following.

The purchase price for the initial 51 percent acquisition of the outstanding Tembo interests was determined in direct arms’ length negotiation with the founders of Tembo.  Prior to the acquisition of the initial 51 percent, an Investment Committee report was produced for the benefit of the board of VivoPower which outlined in detail such matters as a profile on Tembo, Valuation Parameters, Key Risks and Mitigants, Investment Merits, overview of the business from a corporate, operational, enegineering and cultural perspective,

CORRESP
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	vpip20210311_corresp.htm

VivoPower International PLC

The Scalpel

18th Floor, 52 Lime Street

London EC3M 7AF

United Kingdom

March 11, 2021

VIA EDGAR SUBMISSION

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Joseph Klinko and Lily Dang

Re:         VivoPower International PLC

Form 20-F for the Fiscal Year Ended June 30, 2020

Filed September 8, 2020

File No. 001-37974

Ladies and Gentlemen:

Following correspondence between our representatives and the Securities and Exchange Commission (the “Commission”), we are hereby filing with the Commission this letter in response to comments and queries contained in the letter dated March 1, 2021 (the “Comment Letter”) from Joseph Klinko and Lily Dang of the Staff (the “Staff”) of the Commission to Kevin Chin, the Company’s Chief Executive Officer. We have begun the process necessary to furnish the Staff with a response to the Comment Letter, however the company requires additional time to finalize its detailed response.

The Comment Letter requests that the company respond to the comments within ten business days (March 15, 2021) or advise the Staff the date by when the company will provide its response. Based on a telephone conversation our representatives had with Joseph Klinko on March 9, 2021, we hereby respectfully request an extension for our response of eleven days or until March 26, 2021. We appreciate the Staff’s consideration of this request.

			Very truly yours,

			/s/ James Tindal-Robertson

			James Tindal-Robertson

cc:         Securities and Exchange Commission

Joseph Klinko

Lily Dang

VivoPower International PLC

Kevin Chin

James Tindal-Robertson

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Melissa V. Frayer

Andrew D. Thorpe

United States securities and exchange commission logo
March 1, 2021
Kevin Chin
Chief Executive Officer
VivoPower International PLC
The Scalpel, 18th Floor, 52 Lime Street
London EC3M 7AF
United Kingdom
Re:VivoPower International PLC
Form 20-F for the Fiscal Year ended June 30, 2020
Filed September 8, 2020
File No. 001-37974
Dear Mr. Chin:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year ended June 30, 2020
Information on the Company
History and Development of the Company, page 22
1.We note your disclosure stating that in August 2020 you announced plans to enter the
commercial electric vehicle market "...to provide sustainable energy solutions for light
electric vehicles" and we see that you have since made various representations about
revenues to be earned under a contract with GB Auto in Australia, in press releases filed
on Form 6-K, December 23, 2020, January 25, 2021, February 2, 2021, and February 24,
2021, including your half-year report and presentation.

In the half-year report, you state that the GB Auto partnership is “worth an estimated $250
million” and that revenue "from the agreement” is expected to be at least US$250 million
over the initial four years.  You disclose that GB Auto is expected to purchase at least

 FirstName LastNameKevin Chin
 Comapany NameVivoPower International PLC
 March 1, 2021 Page 2
 FirstName LastName
Kevin Chin
VivoPower International PLC
March 1, 2021
Page 2
2,000 Tembo electric conversion kits in the first four years of the agreement, which seems
to imply that you are expecting to record $125,000 in revenue for each conversion kit sold
under the contract. However, in some instances you appear to qualify the expectation for
revenues by stating “…when combined with the value of the converted Toyota vehicles.”

Tell us how you have considered both the revenues and the costs of providing products
and services under the contract in determining the worth of the contract that you report.
Provide us with details of the specific products and/or services to be provided, and explain
how you have formulated an expectation for $250 million in revenues over the four year
period.  Please submit an analysis of the contract provisions under IFRS 15; identify
your performance obligations, explain how you will be measuring progress, and
determining and allocating the transaction price.

If your contract includes the resale of vehicles, also explain how you have established
your role as a principal in these transactions based on the guidance in paragraphs B34-B38
of IFRS 15.  Please submit the contract for our review along with your response.
2.We note your October 9, 2020 press release states that you purchased your initial 51%
interest in Tembo for US$4.7 million, and your February 2, 2021 press release states that
you acquired the remaining 49% interest by paying US$2.2 million and issuing 15,793
VivoPower shares, having an apparent combined value of about US$2.4 million.

Please submit the contract(s) governing these transactions, including any option to acquire
the remining interest for our review.  Please explain how the purchase price of both the
initial and remaining interests were determined, and how the $250 million value ascribed
to the contract with GB Auto was or was not considered and reflected in the terms, along
with your rationale.  Please describe the status of initiatives to secure the contract with GB
Auto at the time of negotiating your initial investment.
            In closing, 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.
            You may contact Joseph Klinko - Staff Accountant, at (202) 551-3824, or Lily Dang -
 Staff Accountant, at (202) 551-3867 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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VivoPower International PLC

The Scalpel

18th Floor, 52 Lime Street

London EC3M 7AF

United Kingdom

December 21, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Karina Dorin, Staff Attorney

			Re:

			VivoPower International PLC

			Registration Statement on Form F-3

			File No. 333-251304

			Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, VivoPower International PLC, a public limited company incorporated under the laws of England and Wales (the “Registrant”), hereby respectfully requests that the effective date of the above-captioned registration statement on Form F-3, as amended (Registration No. 333-251304) be accelerated so that the registration statement may become effective at 5:00 p.m., Eastern time, on Wednesday, December 23, 2020, or as soon thereafter as practicable, or at such later time as the Registrant may orally request via telephone call to the staff. This request for acceleration is subject, however, to your receiving a telephone call prior to such time from our legal counsel, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., confirming this request. The Registrant hereby authorizes each of Melissa V. Frayer and Dinesh K. Melwani of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Registrant, to make such request on its behalf.

Please call Melissa V. Frayer (415-696-5430) or Dinesh K. Melwani (617-348-4450) of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Registrant, with any comments or questions regarding this matter.

			Very truly yours,

			VIVOPOWER INTERNATIONAL PLC

			/s/ Kevin Chin

			Kevin Chin

			Chief Executive Officer, Executive Chairman and

			Director

			cc:

			Securities and Exchange Commission

Karina Dorin, Staff Attorney

VivoPower International PLC

Kevin Chin

James Tindal-Robertson

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Melissa V. Frayer

Dinesh K. Melwani

PKF Littlejohn LLP

David Thompson

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December 21, 2020

Securities and Exchange Commission

100 F. Street, NE

Washington, D.C. 20549

			Re:

			VivoPower International PLC

			Registration Statement on Form F-3

			File No. 333-251304

VIA EDGAR

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Maxim Group LLC, as sales agent, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 5:00 p.m., Washington D.C. time, on Wednesday, December 23, 2020, or as soon thereafter as practicable.

The undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

			MAXIM GROUP LLC

			By: /s/  Clifford A. Teller

			Name: Clifford A. Teller

			Title: Executive Managing Director

			Head of Investment Banking

United States securities and exchange commission logo
December 16, 2020
Kevin Chin
Chief Executive Officer
VivoPower International PLC
The Scalpel, 18th Floor, 52 Lime Street
London EC3M 7AF
United Kingdom
Re:VivoPower International PLC
Registration Statement on Form F-3
Filed December 11, 2020
File No. 333-251304
Dear Mr. Chin:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Karina Dorin, Staff Attorney, at (202) 551-3763 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Melissa Frayer

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VivoPower International PLC

The Scalpel

18th Floor, 52 Lime Street

London EC3M 7AF

United Kingdom

October 13, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Irene Barberena-Meissner, Staff Attorney

			Re:

			VivoPower International PLC

			Registration Statement on Form F-1

			File No. 333-248761

			Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, VivoPower International PLC, a public limited company incorporated under the laws of England and Wales (the “Registrant”), hereby respectfully requests that the effective date of the above-captioned registration statement on Form F-1, as amended (Registration No. 333-248761) be accelerated so that the registration statement may become effective at 5:00 p.m., Eastern time, on Wednesday, October 14, 2020, or as soon thereafter as practicable, or at such later time as the Registrant may orally request via telephone call to the staff. This request for acceleration is subject, however, to your receiving a telephone call prior to such time from our legal counsel, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., confirming this request. The Registrant hereby authorizes each of Melissa V. Frayer and Dinesh K. Melwani of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Registrant, to make such request on its behalf.

Please call Melissa V. Frayer (415-696-5430) or Dinesh K. Melwani (617-348-4450) of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Registrant, with any comments or questions regarding this matter.

			Very truly yours,

			VIVOPOWER INTERNATIONAL PLC

			/s/ Kevin Chin

			Kevin Chin

			Chief Executive Officer, Executive Chairman and

			Director

			cc:

			Securities and Exchange Commission

Irene Barberena-Meissner, Staff Attorney

VivoPower International PLC

Kevin Chin

James Tindal-Robertson

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Melissa V. Frayer

Dinesh K. Melwani

Loeb & Loeb LLP

Mitchel Nussbaum

Angela Dowd

PKF Littlejohn LLP

David Thompson

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	vpip20201013b_corresp.htm

October 13, 2020

Securities and Exchange Commission

100 F. Street, NE

Washington, D.C. 20549

			Re:

			VivoPower International PLC

			Registration Statement on Form F-1

			File No. 333-248761

VIA EDGAR

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Maxim Group LLC, as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 5:00 p.m., Washington D.C. time, on Wednesday, October 14, 2020, or as soon thereafter as practicable.

The following is supplemental information supplied under Rule 418(a)(7) and Rule 460 under the Securities Act of 1933:

			(i)

			Date of preliminary prospectus: October 9, 2020.

			(ii)

			Dates of distribution: October 9, 2020 through the date hereof.

			(iii)

			Number of prospective underwriters and selected dealers to whom the preliminary prospectus was furnished: 3.

			(iv)

			Number of prospectuses so distributed: 228.

The undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

[Signature Page Follows]

			MAXIM GROUP LLC

			By: /s/  Clifford A. Teller

			Name: Clifford A. Teller

			Title: Executive Managing Director

			Head of Investment Banking

United States securities and exchange commission logo
September 17, 2020
Kevin Chin
Chief Executive Officer, Executive Chairman and Director
VivoPower International PLC
The Scalpel, 18th Floor, 52 Lime Street
London EC3M 7AF
United Kingdom
Re:VivoPower International PLC
Registration Statement on Form F-1
Filed September 11, 2020
File No. 333-248761
Dear Mr. Chin:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Irene Barberena-Meissner, Staff Attorney, at 202-551-6548 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Dinesh K. Melwani, Esq.

Mail Stop 4631

June 21, 2018

Via E -mail
Mr. Carl Weatherley -White
Chief Executive Officer
VivoPower International PLC
91 Wimpole Street, Marylebone
London W1G 0EF
United Kingdom

Re: VivoPower International PLC
 Form 20-F for the year ended March 31, 2017
Filed August 1, 2017 as amended on August 1, 2017
File No. 1 -37974

Dear Mr. Weatherley -White :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ John Cash

John Cash
Branch Chief
Office of Manufacturing and
Construction

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May 7, 2018

Via E-mail

Mr. John Cash

Branch Chief

Office of Manufacturing and Construction

United States Securities and Exchange Commission

Washington, D.C. 20549

VivoPower International PLC

Form 20-F for the year ended March 31, 2017

Filed August 1, 2017 as amended on August 1, 2017

File No. 1-37974

Dear Mr. Cash:

VivoPower International PLC (the “Company” or “VivoPower”) hereby submits the following responses to the comments received from the U.S. Securities and Exchange Commission Staff (“Staff”) set forth in the Staff’s letter dated April 24, 2018 (the “Comment Letter”) regarding the above-referenced filing of the Company (the “Form 20-F”). For your convenience, each Company response is preceded by the specific Staff comment in the Comment Letter to which the response relates.

Form 20-F for the fiscal year ended March 31, 2017

Consolidated Statement of Comprehensive Income, page F-4

Staff Comment No. 1:

1. We have read your response to our prior comment number one. We note your presentation of gross profit excluding the costs associated with development fees, presents a measure of gross profit that is incomplete, as it excludes costs that you are required to incur to generate revenue. As a result, it appears that your current presentation does not provide your financial statement users any insight into the total cost you incurred to generate your revenue or the amount incurred for other functional activities, such as general and administrative. Accordingly, it appear that you should revise your financial statement presentation to report line items comprised of functional expenses of a similar nature and subtotals of gross profit that are complete. Please refer to paragraphs 15, 29, 85, 85A, 99 and 103 of IAS 1.

Response:

Your comment is noted and we will review the presentation of our expenses by functional activity in our future 20-F filings, with reference to IAS 1.

VIVOPOWER INTERNATIONAL PLC

91 Wimpole St, Marylebone, London W1G 1EF, United Kingdom

T: +44 (0)20 387 12800 | Company Number: 09978410

www.vivopower.com

Page 1

Should you have additional questions regarding the information contained herein, we would be pleased to discuss them with you.

Sincerely,

/s/ Carl Weatherley White

Chief Executive Officer

VIVOPOWER INTERNATIONAL PLC

91 Wimpole St, Marylebone, London W1G 1EF, United Kingdom

T: +44 (0)20 387 12800 | Company Number: 09978410

www.vivopower.com

Page 2

Mail Stop 4631

April 24 , 2018

Via E -mail
Mr. Carl Weatherley -White, Chief Financial Officer
VivoPower International PLC
91 Wimpole Street, Marylebone
London W1G 0EF
United Kingdom

Re: VivoPower International PLC
 Form 20-F for the year ended March 31, 2017
Filed August 1, 2017 as amended on August 1, 2017
File No. 1 -37974

Dear Mr. Weatherley -White :

We have reviewed  your April 3 , 2018  response to our comment  letter  and have  the
following comment .  In our comment , we may ask you to provide us with information so we may
better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as poss ible when you will respond.  If you  do not believe our
comment appl ies to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our March 20 ,
2018  letter .

Form 20 -F for the fiscal year ended March 31, 2017

Consolidated Statement of Comprehensive Income, page F -4

1. We have read your response to our prior comment number one.  We n ote your
presentation of gross profit excluding the costs associated with development fees,
presents a measure of gross profit that is incomplete, as it excludes costs that you are
required to incur to generate revenue .  As a result, it appears that your c urrent
presentation does not provide your financial statement users any insight into the total cost
you incurred to generate your revenue or the amount incurred for other functional
activities, such as general  and administrative.  Accordin gly, it appears th at you should
revise your financial statement presentation to report line items comprised of functional

Mr. Carl Weatherley -White
VivoPower  International PLC
April 24 , 2018
Page 2

 expenses of a similar nature and subtotals of  gross profit  that are complete .  Please refer
to paragraphs 15, 29, 85, 85A, 99, and 103 of IAS 1.

You may contact Mindy Hooker at (202) 551 -3732, Kevin Stertzel at (202) 551 -3723 or
me at (202) 551 -3768 with any questions.

Sincerely,

 /s/ John Cash

        John Cash
Branch Chief
Office of Manufacturing and
Construction

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April 03, 2018

Via E-mail

Mr. John Cash

Branch Chief

Office of Manufacturing and Construction

United States Securities and Exchange Commission

Washington, D.C. 20549

VivoPower International PLC

Form 20-F for the year ended March 31, 2017

Filed August 1, 2017 as amended on August 1, 2017

File No. 1-37974

Dear Mr. Cash:

VivoPower International PLC (the “Company” or “VivoPower”) hereby submits the following responses to the comments received from the U.S. Securities and Exchange Commission Staff (“Staff”) set forth in the Staff’s letter dated March 20, 2018 (the “Comment Letter”) regarding the above-referenced filing of the Company (the “Form 20-F”). For your convenience, each Company response is preceded by the specific Staff comment in the Comment Letter to which the response relates.

Form 20-F for the fiscal year ended March 31, 2017

2.2.12 Revenue Recognition, page F-12

Staff Comment No. 1:

1. We note your response to comment two. You indicate that no costs of sales are associated with development fees, but we note from your response that you provide all management, administration, registry, secretarial, marketing, financial control and compliance services related to the construction of the project through to substantial completion. Please tell what consideration you gave to paragraph 97 of IFRS 15 in making the determination that no costs of sales are associated with development fees.

Response:

The development services referenced were provided by salaried management and employees of VivoPower, whose costs for the period were fully expensed in General and Administrative Expenses and not specifically in Cost of Sales. As the role and function of these employees are multi-faceted and include responsibilities across a number of projects, business development activities, general management, and administrative functions, we did not distinguish between those costs which specifically relate to the performance obligations under the development contract and those related to other general and administrative costs. As a result, we expensed these costs as incurred in accordance with paragraph 98 of IFRS 15.

VIVOPOWER INTERNATIONAL PLC

91 Wimpole St, Marylebone, London W1G 1EF, United Kingdom

T: +44 (0)20 387 12800 | Company Number: 09978410

www.vivopower.com

Page  1

Paragraph 97 of IFRS 15 identifies the specific nature of those costs which will be considered to relate directly to a contract and therefore may be capitalized as an asset under paragraph 95 of IFRS 15, if the conditions identified in paragraph 95 are met. One of those conditions, in paragraph 95(b), is that “the costs generate or enhance resources of the entity that will be used in the satisfying (or in continuing to satisfy) performance obligations in the future . . .“ (underlining added).    The development fee revenue reported for the fiscal year ended March 31, 2017, amounted to $24,555,070 and related to the NC-31 and NC-47 projects. Development service obligations related to the NC-31 project were entirely fulfilled prior to March 31, 2017, and development fee revenue of $11,550,000 was accordingly recognised in the period. Development service obligations related to Project NC-47 were 94% complete at March 31, 2017, and accordingly, development fee revenue of $13,005,070 was recognized in the period, with 6% or $842,149 remaining to be reported in the fiscal year ended March 31, 2018. Accordingly, even if we were able to distinguish the general and administrative expenses which related directly to the fulfillment of the development services contract, the proportion of these costs which would qualify for deferral under paragraph 95 of IFRS 15 would have been very small.

Staff Comment No. 2:

2. Your response also indicates that control of the NC-31 and NC-47 was transferred to external third-party investors on July 29, 2016, and October 25, 2016, respectively, with two wholly-owned subsidiaries of VivoPower retaining equity interests of 14.45% and 10% respectively, in these projects. We refer to page 82 of your F-4 filed on August 24, 2016, which indicates that the Tax Equity Investment by Firstar and the Equity Capital Contribution from NES would both be contributed to VivoPower upon achieving commercial operation (COD) for NC-31. Given this disclosure, please explain to us how you determined that control was transferred on July 29, 2016, while COD was achieved in March 2017. Please provide a similar analysis and timetable for NC-47 as well.

Response:

The development process utilized for NC-31 and NC-47 was such that when the project was ready for construction, we entered into agreements (largely simultaneously) with a third-party engineering, procurement and construction (EPC) firm to build the power plant on a turn-key basis, third-party investors to invest in the project, and development services agreements with the Project Company to manage the construction. The agreements with third-party investors transferred control of the project to them at this date of execution of the agreements (“Execution Date”), however funding pursuant to those agreements occurred over three dates: Execution Date, following mechanical completion of the facility (“Tranche A Funding Date”), and following the commercial operation date (“Tranche B Funding Date”). At the Execution Date, the investors contributed an initial amount to the Project Company to subscribe to a separate class of membership interests, the rights attached to which provide for the controlling interest in the Project Company. The remainder of their investment funds were placed into escrow with a third-party financial institution, to be released to the Project Company in two further tranches, at the Tranche A Funding Date and the Tranche B Funding Date. Using the third-party investor investment funds placed into escrow as security, the third-party financial institution lent the Project Company the funds required for construction. At each successive funding date, the investor funds were released from escrow and construction loans were repaid.   However, at all times from the Execution Date, the investors had control of the Project Company.

VIVOPOWER INTERNATIONAL PLC

91 Wimpole St, Marylebone, London W1G 1EF, United Kingdom

T: +44 (0)20 387 12800 | Company Number: 09978410

www.vivopower.com

Page  2

Specific to the NC-31 and NC-47 projects, the relevant dates were as follows:

			NC-31

			 NC-47

			Execution Date

			July 29, 2016

			October 25, 2016

			Tranche A Funding Date

			January 26, 2017

			April 19, 2017

			Tranche B Funding Date

			March 27, 2017

			May 23, 2017

14. Investments, page F-24

Staff Comment No. 3:

3.  We note in your response that you now operate the two North Carolina projects on behalf of the investors. Please tell us and expand future disclosures to discuss the services you provide and how you are account for the revenues and costs associated with operating the projects.

Response:

The Company operates the two North Carolina projects on behalf of investors pursuant to a Management Services Agreement. The Management Services Agreement outlines services we are required to provide, the material activities of which include:

			-

			Supervise third party operating and maintenance providers;

			-

			Oversee site monitoring software and asset management system;

			-

			Engineering, warranty, health & safety, and environmental oversight;

			-

			Manage all cash, billing and collection;

			-

			Maintain accounting, books and records;

			-

			Arrange insurance and manage claims and related issues;

			-

			Reporting as agreed to investors; and,

			-

			Prepare and file required tax filings.

For provision of these services, an annual service fee is earned from each project. The revenue and costs associated with these services are recognised in the period to which they relate.  Your comment is noted and we will expand future disclosure to discuss these services and how revenue and costs are recognised.

Staff Comment No. 4:

4. Given the significance of your investments, please include critical accounting estimate disclosure in your future 20-F filings which describes how you will monitor the carrying value of these investments to assess for impairment, as you note in your disclosure on page F-24.

Response:

Your comment is noted and we will include critical accounting estimate disclosure in our future 20-F filings which will describe how we will monitor the carrying value of these investments to assess impairment on an on-going basis.

VIVOPOWER INTERNATIONAL PLC

91 Wimpole St, Marylebone, London W1G 1EF, United Kingdom

T: +44 (0)20 387 12800 | Company Number: 09978410

www.vivopower.com

Page  3

Should you have additional questions regarding the information contained herein, we would be pleased to discuss them with you.

Sincerely,

/s/ Carl Weatherley-White

Carl Weatherley-White

Chief Executive Officer

VIVOPOWER INTERNATIONAL PLC

91 Wimpole St, Marylebone, London W1G 1EF, United Kingdom

T: +44 (0)20 387 12800 | Company Number: 09978410

www.vivopower.com

Page  4

Mail Stop 4631

March 20, 2018

Via E -mail
Mr. Carl Weatherley -White
 Chief Financial Officer
VivoPower International PLC
91 Wimpole Street, Marylebone
London W1G 0EF
United Kingdom

Re: VivoPower International PLC
 Form 20-F for the year ended March 31, 2017
Filed August 1, 2017 as amended on August 1, 2017
File No. 1 -37974

Dear Mr. Weatherley -White :

We have reviewed  your February 26 , 2018  response to our comment  letter  and have the
following comment s.  In some of our comments , we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances, please  tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.
Unless we note  otherwise, our references to prior comments are to comments in our January 30,
2018  letter .

Form 20 -F for the fiscal year ended March 31, 2017

2.2.12 Revenue Recognition, page F -12

1. We note your res ponse to comment two.  You indicate that no cost s of sales are
associated with development fees , but we note from your response that you provide all
management, administration, registry, secretarial, marketing, financial control and
compliance services related to construction of the projects through to s ubstantial
completion .  Please tell us what consideration you gave to paragraph 97 of IFRS 15 in
making the determination that no costs of sales are ass ociated with development fees.

Mr. Carl Weatherley -White
VivoPower International PLC
March 20, 2018
Page 2

 2. Your response also indicates that control of the NC-31 and NC -47 was transferred to
external third -party investors on July 29, 2016 and October 25, 2016, respectively, with
two wholly -owned subsidiaries of VivoPower retaining equity interests of 14.45% and
10% respectively, in these projects.   We refer to page 82 of your F -4 filed on August 24,
2016, which indicates that the Tax Equity Investment by Firstar and the Equity Capital
Contribution from NES would both be contributed to VivoPower upon achieving
commercial operation (COD) for NC -31.  Given this disclosure, please e xplain to us how
you determined that control was transferred on July 29, 2016, while COD was achieved
in March 2017.  Please provide a similar analysis and timetable for NC -47 as well.

14. Investments, page F -24

3. We note in your response that you now oper ate the two North Carolina projects on behalf
of the investors.  Please tell us and expand future disclosures to discuss the services you
provide and how you are accounting for the revenues and costs associate d with operating
the projects.

4. Given the sig nificance of your investments, please include critical accounting estimate
disclosure in your future 20 -F filings which describes how you will monitor the carrying
value of these investments to assess for impairment, as you note in your disclosure on
page F-24.

You may contact Mindy Hooker at (202) 551 -3732, Kevin Stertzel at (202) 551 -3723 or
me at (202) 551 -3768 with any questions.

Sincerely,

/s/ John Cash

        John Cash
Branch Chief
Office of Manufacturing and
Construction

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February 26, 2018

Via E-mail

Mr. John Cash

Branch Chief

Office of Manufacturing and Construction

United States Securities and Exchange Commission

Washington, D.C. 20549

VivoPower International PLC

Form 20-F for the year ended March 31, 2017

Filed August 1, 2017 as amended on August 1, 2017

File No. 1-37974

Dear Mr. Cash:

VivoPower International PLC (the “Company” or “VivoPower”) hereby submits the following responses to the comments received from the U.S. Securities and Exchange Commission Staff (“Staff”) set forth in the Staff’s letter dated January 30, 2018 (the “Comment Letter”) regarding the above-referenced filing of the Company (the “Form 20-F”). For your convenience, each Company response is preceded by the specific Staff comment in the Comment Letter to which the response relates.

Form 20-F for the fiscal year ended March 31, 2017

B. Business Overview, page 19

Staff Comment No. 1:

1. We note that your disclosure at the bottom of page 19 which discusses your Adjusted EBITDA results, a non-IFRS measure. Please revise your disclosure in future filings to provide equal or greater prominence of the comparable IFRS measure. Refer to Question 102.10 of the updated Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.

Response:

We will revise our disclosure in future filings to provide equal or greater prominence of comparable IFRS measures when presenting non-IFRS measures.

VIVOPOWER INTERNATIONAL PLC

91 Wimpole St, Marylebone, London W1G 1EF, United Kingdom

T: +44 (0)20 387 12800 | Company Number: 09978410

www.vivopower.com

Page | 1

2.2.12 Revenue Recognition, page F-12

Staff Comment No. 2:

2. We note that during the year ended March 31, 2017 you generated a substantial portion of your revenue from development fees related to the completion of your first two solar projects under the BTO business model. Please address the following:

			●

			You indicate that pursuant to your BTO business model you build solar power plants then transfer ownership of such projects to investors. Please provide us with a comprehensive explanation of the terms of the BTO projects which appear to have only generated development fees. Please explain how this fits into the BTO business model you describe in your business section.

			●

			Please explain in detail why there is no cost of revenues associated with development fees.

			●

			Please tell us who paid you the development fees that were recorded as revenue during the year ended March 31, 2017 and whether they are a related party.

			●

			With reference to the terms of your development contract, please explain how you determined that recording revenue under the percentage of completion method was appropriate.

			●

			We note that you recorded some revenue from power generation, as such, please include your policy for recording power generation revenue in future filings.

Response:

Pursuant to our “build, transfer, operate” (“BTO”) business model, we build solar power plants, transfer ownership of such projects to investors, and operate the projects over their useful life. As noted on page 19 of the Form 20-F in Section B. Business Overview, we secure equity capital from investors prior to building the projects, in order to reduce our financial risk. In particular, our process generally operates as follows:

			(i)

			Incorporate a Project Company for each project, initially 100% owned by VivoPower.

			(ii)

			The Project Company then acquires solar power projects that are approved for development but not yet constructed. Specifically, projects are ready for construction when all regulatory approvals, land leases, permits, and power purchase agreements have been secured, contracts to supply equipment have been executed and financing has been obtained.

			(iii)

			The Project Company contracts with a third party engineering procurement and construction (“EPC”) firm to build the power plant on a turn-key basis.

			(iv)

			Third-party investors invest in the projects, resulting in a dilution of VivoPower’s equity interest to a non-controlling minority interest in the projects.

			(v)

			VivoPower or its affiliate enters into a Development Services Agreement with the Project Company to provide development services in consideration for a development fee. The specific development services are detailed in the agreement but generally include, among other services: (a) assistance in dealing with customers, the utility, governmental agencies, local organizations, and other parties; (b) coordination of contractors, consultants and others participating in the design or installation of the project; (c) coordination of independent engineers, environmental consultants and title reviews for review of project feasibility; (d) administration and management of the project in accordance with the EPC agreement and any other supply or installation contracts; (e) construction management services; and, (f) preparation and submission to the Project Company for approval all requests for loan advances or other payments under the lending arrangements for the project, and other services. The development services ensure that all aspects of project delivery through to substantial completion are managed by VivoPower on behalf of the Project Company.

			(vi)

			VivoPower or its affiliate enters into an operating agreement with the Project Company to operate the power plant post-construction and charges management fees for these services.

VIVOPOWER INTERNATIONAL PLC

91 Wimpole St, Marylebone, London W1G 1EF, United Kingdom

T: +44 (0)20 387 12800 | Company Number: 09978410

www.vivopower.com

Page | 2

The development services referenced in paragraph (v) above are provided by salaried management and employees of VivoPower, whose costs are included in General and Administrative Expenses. As the role and function of employees involved in the delivery of development services are multi-faceted and include responsibilities across a number of projects, business development activities, and general management, costs have not been attributed to specific development projects or revenues.   Accordingly, no specific cost of revenues is associated with development fees.

The development fees recorded as revenue during the year ended March 31, 2017 were earned on two North Carolina projects, NC-31 and NC-47, and paid by the respective Project Companies. As noted in paragraph (iii) above, control of the projects was transferred to external third-party investors (specifically identified in our Response to Staff Comment 4 below) on July 29, 2016 and October 25, 2016, respectively, with two wholly-owned subsidiaries of VivoPower retaining equity interests of 14.45% and 10% respectively, in these projects. As the Project Companies were neither controlled by nor subject to significant influence of VivoPower at the time the development fees were earned, they were not related parties of VivoPower for accounting purposes.

As further discussed in paragraph (v) above, the terms of the development services agreements required VivoPower to provide all management, administration, registry, secretarial, marketing, financial control and compliance services related to construction of the projects through to substantial completion. The services are provided throughout the construction period and revenue was recognised on a percentage of completion basis as the value is accrued to the end user over the life of the development contract.

IFRS 15 - Revenue from Contracts with Customers, requires that revenue earned from a contract with a customer be recognised when all the conditions outlined in IFRS 15.9 are satisfied, namely:

			(a)

			the parties to the contract have approved the contract;

			(b)

			the entity can identify each party’s rights regarding the good or services to be transferred;

			(c)

			the entity can identify the payment terms for the good or services to be transferred;

			(d)

			the contract has commercial substance; and,

			(e)

			it is probable that the entity will collect the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer.

All the above conditions were satisfied in relation to the development services revenue.

Further, IFRS 15.35 requires that revenue be recognised over time if one of the following conditions are met:

			(a)

			the customer simultaneously receives and consumes the benefits provided by the entity’s performance as the entity performs;

			(b)

			the entity’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or,

			(c)

			the entity’s performance does not create an asset with an alternative use to the entity and has an enforceable right to payment for performance completed to date.

VIVOPOWER INTERNATIONAL PLC

91 Wimpole St, Marylebone, London W1G 1EF, United Kingdom

T: +44 (0)20 387 12800 | Company Number: 09978410

www.vivopower.com

Page | 3

VivoPower satisfied condition (b) as the Project Company, which was controlled by the investors, controlled the resultant asset which was being created by the development services. Accordingly, revenue was recognised over the term of project construction based on weekly progress reports.

Your comment is noted and we will include our policy for recording power generation revenue in future filings, if such revenue is material.

4. Segmental Information, page F-15

b) Secondary segment analysis – by product group

Staff Comment No. 3:

3. We note that other revenue represents a significant portion of total revenue. Please tell us what product groups make up the amount you include in ‘other revenue’ and revise future filings to provide this information.

Response:

Other revenue reported of $7.2 million is comprised of the following (US dollars in millions):

			Aevitas – sale of electrical equipment and related services
			$5.6

			Global preferred supplier arrangement
			$1.6

Your comment is noted and we will revise future filings to provide more information about relevant product groups.

14. Investments, page F-24

Staff Comment No. 4:

4. Your disclosure indicates that investments relate to two North Carolina projects and we note your reference on page 52 to the Membership Purchase Agreements whereby interest in the applicable project companies was acquired. Please help us better understand how you accounted for the acquisition of the project companies, the terms of the acquisition and whether your initial acquisition was for the 14.5% and 10% equity interest you currently hold in these projects. Further, please tell us who the entities are that hold the remaining interest and whether they are related parties.

Response:

We confirm that the investments, disclosed in Note 14 on Page F-24, relate to our 14.45% and 10% equity interests in the NC-31 and NC-47 projects, respectively. As referenced on Page 52, VivoPower acquired 100% of these projects on June 14, 2016, and August 29, 2016, respectively, through separate Project Companies. As referenced above, the projects at this stage were approved for development but not yet constructed.

VIVOPOWER INTERNATIONAL PLC

91 Wimpole St, Marylebone, London W1G 1EF, United Kingdom

T: +44 (0)20 387 12800 | Company Number: 09978410

www.vivopower.com

Page | 4

On July 29, 2016, and October 25, 2016, respectively, third-party investors invested in the respective Project Companies, resulting in the dilution VivoPower’s equity interest to 14.45% and 10%. The projects were then constructed and VivoPower earned development fees as discussed above and now operate the projects on behalf of investors. The external third-party investors in these projects are as follows:

			NC-31

			Firstar Development, LLC

			NES US NC-31, LLC

			NC-47

			Firstar Development, LLC

			USB RETC FUND 2017-1, LLC

			NES US NC-47, LLC

We confirm that none of the external third-party investors listed above are related parties to VivoPower.

We have endeavoured to address all of the requests set forth in the Comment Letter. Thank you for assisting in the review process. Should you have additional questions regarding the information contained herein, we would be pleased to discuss them with you.

Sincerely,

/s/ Carl Weatherley-White

Carl Weatherley-White

Chief Executive Officer

VIVOPOWER INTERNATIONAL PLC

91 Wimpole St, Marylebone, London W1G 1EF, United Kingdom

T: +44 (0)20 387 12800 | Company Number: 09978410

www.vivopower.com

Page | 5

Mail Stop 4631

January 30, 2018

Via E -mail
Mr. Carl Weatherley -White
Chief Financial Officer
VivoP ower International PLC
91 Wimpole Street, Marylebone
London W1G 0EF
United Kingdom

Re: VivoP ower International PLC
 Form 20-F for the year ended March 31, 2017
Filed August 1, 2017 as amended on August 1, 2017
File No. 1 -37974

Dear Mr. Weatherley -White :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days b y providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please  tell us why in  your response.

After reviewing your response to these  comments , we may have  additional comments.

Form 20 -F for the fiscal year ended March 31, 2017

B.  Business Overview, page 19

1. We note that your disclosure at the bottom of page 19 which discusses your Adjusted
EBITDA results , a non-IFRS measure.  P lease revise your disclosure in future filings to
provide equal or greater prominence  of the comparable IFRS measure.  Refer to Question
102.10 of the updated Compliance and Disclosure Interpretations on Non -GAAP
Financial Measures.

Mr. Weatherley -White
VivoPower International PLC
January 30, 2018
Page 2

2.2.12  Revenue Recognit ion, page F -12

2. We note that during the year ended March 31, 2017 you generated a substantial portion of
your revenue from development fees related to the completion of your first two solar
projects under the BTO business model.  Please address the followi ng:
 You indicate that pursuant to your BTO business model you build solar power
plants then transfer ownership of such projects to investors.  Please provide us
with a comprehensive explanation of the terms of the BTO projects which appear
to have only gen erated development fees.  Please explain how this fits into the
BTO business model you desc ribe in your business section.
 Please further explain in detail why there is no cost of revenues associated with
development fees.
 Please tell us who paid you the development fees that were recorded as revenue
during the year ended March 31, 2017 and whether they are a related party.
 With reference to the terms of your development contract, please explain how you
determined that recording revenue under the percentage of completion method
was appropriate.
 We note that you recorded some revenue from power generation, as such, please
include your policy for recording power generation revenue in future filings.

4.  Segmental Information, page F -15

b)  Secondary segment analysis – by product group

3. We note that other revenue represents a significant portion of total revenue.  Please tell us
what product groups make up the amount you include in ‘other revenue’ and revise future
filings to provide this information.

14.  Investments, page F -24

4. Your disclosure indicates that investments relate to two North Carolina projects and we
note your reference on page 52 to the Membership Purchase Agreements whereby
interest in the applicable project companies was acquired.   Please help us better
understand how you accounted for the acquisition of the project companies, the terms of
the acquisition and whether your initial acquisition was for the 14.5% and 10% equity
interest you currently hold in these projects.  Further , please tell us who the entities are
that hold the remaining interest and whether they are related parties.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, com ments, action or a bsence of
action by the staff.

Mr. Weatherley -White
VivoPower International PLC
January 30, 2018
Page 3

You may contact  Mindy Hooker  at (202) 551 -3732, Kevin Stertzel at (202) 551 -3723  or
me at (202) 551 -3768  with any questions.

Sincerely,

/s/ John Cash

John Cash
Branch Chief
Office of Manufacturing  and
Construction

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VIVOPOWER INTERNATIONAL PLC

23 Hanover Square

Mayfair

London W1S 1JB, UK

November 23, 2016

Jay Ingram

Legal Branch Chief

Office of Manufacturing and Construction

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:      VivoPower International PLC

Registration Statement on Form F-4

Registration No. 333-213297

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, VivoPower International PLC (the “Company”) hereby requests that the effective date of the above-captioned Registration Statement be accelerated so that it will become effective on November 28, 2016 at 4:00 p.m., Eastern Time, or as soon thereafter as may be practicable.

In connection with our submission of this request, we acknowledge that:

●

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

●

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

●

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We request that we be notified of such effectiveness by a telephone call to Eric Schwartz of Graubard Miller at (212) 818-8602.

Very truly yours,

VIVOPOWER INTERNATIONAL PLC

By: /s/ Philip Comberg

       Name: Philip Comberg

       Title: Chief Executive Officer

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Graubard Miller

The Chrysler Building

405 Lexington Avenue

New York, N.Y. 10174-1101

(212) 818-8800

facsimile

direct dial

(212) 818-8881

(212) 818-8638

email address

jgallant@graubard.com

November 15, 2016

VIA FEDERAL EXPRESS

Jay Ingram

Legal Branch Chief

Office of Manufacturing and Construction

Securities and Exchange Commission

100 F Street, N.E.
Washington, DC 20549

Re:

VivoPower International PLC
Amendment No. 2 to Registration Statement on Form F-4

Filed October 25, 2016

File No. 333-213297

Dear Mr. Ingram:

On behalf of VivoPower International PLC (the “Company”), we respond as follows to the Staff’s comment letter, dated November 7, 2016, relating to the above-captioned Registration Statement on Form S-4 (“Registration Statement”). Captions and page references herein correspond to those set forth in Amendment No. 3 to the Registration Statement, a copy of which has been marked with the changes from the original filing of the Registration Statement. We are also delivering three (3) courtesy copies of such marked Amendment No. 3 to David Korvin.

Please note that for the Staff’s convenience, we have recited each of the Staff’s comments and provided the Company’s response to each comment immediately thereafter. Capitalized terms used but not defined in this letter have the meanings ascribed to them in the Registration Statement.

Background of the Transactions, page 53

1.

With respect to the contribution agreement changes that were first introduced on September 16, 2016, please disclose in your amended registration statement the following:

●

The reasons why these changes—the increase in the maximum number of shares that can exercise conversion rights and the allowance of certain Aevitas obligations to remain outstanding after completion of the transaction—were initially introduced;

●

The “relative benefits and detriments of [these] changes” that were discussed with the ARWA board on October 13, 2016; and

●

ARWA board’s reasoning for approving these changes to the contribution agreement.

We have revised the disclosure on pages 56 to 57 of the Registration Statement as requested.

* * * * *

If you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.

Sincerely,

/s/ Jeffrey M. Gallant

Jeffrey M. Gallant

cc:     Mr. Kevin Chin

Mail Stop 4631
November 7, 201 6

Via E -mail
Kevin Chin
Chairman
VivoPower International PLC
23 Hanover Square
Mayfair
London W1S 1JB, UK

Re: VivoPower International PLC
Amendment No. 2 to Registration Statement on Form F-4
Filed October 25, 2016
  File No. 333-213297

Dear Mr. Chin :

We have reviewed your amended filing and have the following comment .

Background of the Transactions, page 53

1. With respect to the contribution agreement changes that were first introduced on
September 16, 2016, please disclose in your amended registration statement the
following:
 The reasons why these changes —the increase in the maximum number of shares that
can exercise conversion rights and the  allowance of certain Aevitas obligations to
remain outstanding after completion of the transaction —were initially introduced;
 The “relative benefits and detriments of [these] changes” that were discussed with the
ARWA board on October 13, 2016; and
 ARWA b oard’s reasoning for approving these changes to the contribution agreement.

You may contact Mindy Hooker , Staff Accountant at 202 -551-3732  or Kevin Stertzel ,
Staff Account ant, at 202 -551-3723  if you have questions regarding comments on the  financial

Kevin Chin
VivoPower International PLC
November 7 , 2016
Page 2

 statements and related matters.  Please contact David Korvi n, Staff Attorney  at 202 -551-3236 or
me at 202 -551-3397 with any other questions.

Sincerely,

 /s/ Jay Ingram

 Jay Ingram
Legal Branch Chief
Office of Manufacturing and
Construction

cc: Via E-mail
Jeffrey Gallant
Graubard Miller

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 Graubard Miller

The Chrysler Building

405 Lexington Avenue

NEW YORK, N.Y. 10174-1101

(212) 818-8800

facsimile

direct dial number

(212) 818-8881

(212) 818-8638

email address

jgallant@graubard.com

October 25, 2016

VIA FEDERAL EXPRESS

Jay Ingram

Legal Branch Chief

Office of Manufacturing and Construction

Securities and Exchange Commission

100 F Street, N.E.
Washington, DC 20549

Re:

VivoPower International PLC

Amendment No. 1 to Registration Statement on Form F-4

Filed October 3, 2016

File No. 333-213297

Dear Mr. Ingram:

On behalf of VivoPower International PLC (the “Company”), we respond as follows to the Staff’s comment letter, dated October 17, 2016, relating to the above-captioned Registration Statement on Form F-4 (“Registration Statement”). Captions and page references herein correspond to those set forth in Amendment No. 2 to the Registration Statement, a copy of which has been marked with the changes from Amendment No. 1 to the Registration Statement. We are also delivering three (3) courtesy copies of such marked Amendment No. 2 to David Korvin.

Please note that for the Staff’s convenience, we have recited each of the Staff’s comments and provided the Company’s response to each comment immediately thereafter. Capitalized terms used but not defined in this letter have the meanings ascribed to them in the Registration Statement.

General

1.

Please limit your “Notice of Extraordinary General Meeting of Shareholders” to one page.

We have revised the notice of extraordinary general meeting of shareholders as requested.

Securities and Exchange Commission

October 25, 2016

Page 2

Opinion of Financial Advisor to the Board of Directors of ARWA, page 59

2.

We note your revised disclosure in response to comment 24 in our letter dated September 20, 2016 does not clearly disclose the primary considerations and judgements Cassel Salpeter made in conducting its analysis. In your next amendment, please clearly present these primary considerations.

We have revised the disclosure on page 64 of the Registration Statement as requested.

Note 20 – Tax assets and liabilities, page F-43

3.

Please provide us with a more comprehensive analysis regarding your determination that the deferred tax asset resulting from tax losses will be recoverable. We note your disclosure that you are using estimated future taxable income based on the approved business plan for the subsidiary, but we also note that the subsidiary incurred a substantial operating loss in the fiscal year 2016. Further, please tell us whether the subsidiary has recorded taxable income through the first six months of FY 2017.

While the overall Aevitas group was not profitable over the past two years, Aevitas has recognized deferred tax assets related to a subsidiary within the group which had historically generated an operating profit, including in the 12 months to March 2015. Based on the approved business plan for the subsidiary, management had budgeted taxable income which would support the recognition of unused tax losses as a deferred tax asset. Based on the preliminary operating results for the first six months of the year, the subsidiary expects to record a taxable income of approximately A$0.8m for the six months to September 30, 2016, further supporting the approved plan. Management believes that the actual profitable performance of this subsidiary provides continued confidence in the ability to achieve the plan and the ability to record unused tax losses as deferred tax assets to the extent that utilization of unused losses is probable.

Report of Independent Registered Public Accounting Firm, page F-49

4.

We note certain amounts within your audited financial statements for fiscal years 2015 and 2016 have changed and your auditor has provided you with an audit opinion, which is now dated as of September 30, 2016. Please explain why the changes to your financial statements do not represent a restatement requiring the disclosures contemplated in paragraph 49 of IAS 8. In addition, please have your auditors provide us with an explanation regarding why their audit opinion should not be dual dated and include an explanatory paragraph.

Securities and Exchange Commission

October 25, 2016

Page 3

We have revised the disclosure on page F-29 and elsewhere in the Registration Statement as requested. We have included a restatement note (note 2(n)) in compliance with paragraph 49 of IAS 8 regarding the restatement between “work in progress – costs incurred” and “work in progress – billed in advance” in the Aevitas consolidated financial statements. The auditor has issued an audit report with an explanatory paragraph drawing attention to this restatement. In regards to the dual dating of the audit report, paragraph 17 of IAS 10 requires an entity to disclose the date the financial statements were authorized for issue. The auditor believes that IFRS only permits a single authorized for issue date, and therefore have dated their report to correspond to the date the accounts included in the amended filing were authorized for issue.

Exhibits 23.3 and 23.4

5.

Please request that your auditor provide you with consents which reference the amended Form F-4.

We have revised Exhibits 23.3 and 23.4 as requested.

* * * * *

If you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.

Sincerely,

/s/ Jeffrey M. Gallant

Jeffrey M. Gallant

cc:     Mr. Kevin Chin

Mail Stop 4631       October 17 , 201 6

Via E -mail
Kevin Chin
Chairman
VivoPower International PLC
23 Hanover Square
Mayfair
London W1S 1JB, UK

Re: VivoPower International PLC
Amendment No. 1 to Registration Statement on Form F-4
Filed October 3 , 2016
  File No. 333-213297

Dear Mr. Chin :

We have reviewed your response letter and the above -referenced filing, and have the
following comments.

General

1. Please limit your “Notice of Extraordinary General Meeting of Shareholders” to one
page.

Opinion of Financial Advisor to the Board of Directors of ARWA, page 59

2. We note your revised disclosure in response to comment 24 in our letter dated September
20, 2016 does not clearly discl ose the primary considerations and judgements Cassel
Salpeter made in conducting its analysis.  In your next amendment, please clearly present
these primary considerations.

Note 20 – Tax assets and liabilities, page F -43

3. Please provide us with a more com prehensive analysis regarding your determination that
the deferred tax asset resulting from tax losses will be recoverable.  We note your
disclosure that you are using estimated future taxable income based on the approved
business plan for the subsidiary, but we also note that the subsidiary incurred a
substantial operating loss in the fiscal year 2016.  Further, please tell us whether the
subsidiary has recorded taxable income through the first six months of FY 2017.

Kevin Chin
VivoPower International PLC
October 17 , 2016
Page 2

 Report of Independent Registered Pub lic Accounting Firm, page F -49

4. We note certain amounts within your audited financial statements for fiscal years 2015
and 2016 have changed and your auditor has provided you with an audit opinion, which
is now dated as of September 30, 2016.   Please expl ain why the changes to your
financial statements do not represent a restatement requiring the disclosures contemplated
in paragraph 49 of IAS 8.  In addition, please have your auditors provide us with an
explanation regarding why their audit opinion should  not be dual dated and include an
explanatory paragraph.

Exhibits 23.3 and 23.4

5. Please request that your auditor provide you with consents which reference the amended
Form F -4.

You may contact Mindy Hooker , Staff Accountant at 202 -551-3732  or Kevin Stertzel ,
Staff Account ant, at 202 -551-3723  if you have questions regarding comments on the  financial
statements and related matters.  Please contact David Korvin, Staff Attorney  at 202 -551-3236 or
me at 202 -551-3397 with any other questions.

Sincerely,

 /s/ Jay Ingram

 Jay Ingram
Legal Branch Chief
Office of Manufacturing and
Construction
cc: Via E-mail
Jeffrey Gallant
Graubard Miller

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Graubard Miller

The Chrysler Building

405 Lexington Avenue

New York, N.Y. 10174-1101

(212) 818-8800

facsimile

direct dial number

(212) 818-8881

(212) 818-8638

email address

jgallant@graubard.com

September 30, 2016

VIA FEDERAL EXPRESS

Jay Ingram

Legal Branch Chief

Office of Manufacturing and Construction

Securities and Exchange Commission

100 F Street, N.E.
Washington, DC 20549

Re:

VivoPower International PLC

Registration Statement on Form F-4

Filed August 24, 2016

File No. 333-213297

Dear Mr. Ingram:

On behalf of VivoPower International PLC (the “Company”), we respond as follows to the Staff’s comment letter, dated September 20, 2016, relating to the above-captioned Registration Statement on Form S-4 (“Registration Statement”). Captions and page references herein correspond to those set forth in Amendment No. 1 to the Registration Statement, a copy of which has been marked with the changes from the original filing of the Registration Statement. We are also delivering three (3) courtesy copies of such marked Amendment No. 1 to David Korvin.

Please note that for the Staff’s convenience, we have recited each of the Staff’s comments and provided the Company’s response to each comment immediately thereafter. Capitalized terms used but not defined in this letter have the meanings ascribed to them in the Registration Statement.

General

1.

We note you currently have two sections—the joint letter to ARWA shareholders and warrantholders and the two pages directly preceding the table of contents—which each serve to satisfy the requirements of Item 501 of Regulation S-K. Please remove one of these two sections. Additionally, please limit this section to one page. See Item 501(b) of Regulation S-K.

We have revised the Registration Statement as requested.

Securities and Exchange Commission

September 30, 2016

Page 2

2.

We note your disclosure on page 51 that the contribution agreement was “the result of arm’s-length negotiations between representatives of ARWA, AWN and VivoPower.” Given that ARWA and AWN share the same CEO, executive officers, and directors, please explain why you consider these negotiations to have been conducted at arm’s length. Within your Background of the Transaction section, please clearly demonstrate the measures taken by ARWA and AWN to ensure that this was an arm’s length transaction.

We have revised the disclosure on page 52 of the Registration Statement to delete the aforementioned reference to arm’s-length negotiations.

3.

Please supplementally provide us with copies of “all detailed briefing materials relating to the transaction, detailed strategic plans and company forecasts for the business” that were provided to the ARWA board on July 20, 2016, as well as all other materials presented to the ARWA board in connection with this transaction.

We are herewith supplementally providing the Staff with the above-referenced documentation as requested.

4.

Please file the preliminary proxy cards your shareholders and warrantholders, respectively, will receive.

We have filed the preliminary proxy cards that will be utilized by Arowana Inc. (“ARWA”) to solicit the vote of its shareholders and warrantholders as Exhibits 99.4 and 99.5 to the Registration Statement as requested.

Summary of the Proxy Statement/Prospectus, page 10

General

5.

Please include a chart similar to the one presented in the “Overview of Proposed IBC Transaction Structure” slide in the investor presentation filed by ARWA on Form 425 on August 11, 2016. Additionally, please provide disclosure that clarifies the following:

●

the assets held by VivoPower prior to the IBC;

●

the contingent transactions that will be completed upon the closing of the IBC; and

●

all other material ownership information among VivoPower’s expected subsidiaries. For example, we note that Aevitas will own 19.88% of VivoPower Australia.

Securities and Exchange Commission

September 30, 2016

Page 3

We have revised the disclosure on page 11 of the Registration Statement as requested.

The Parties, page 10

6.

Please include a description of AWN here.

We have revised the disclosure on page 10 of the Registration Statement to include a description of Arowana International Limited (“AWN”) as requested.

ARWA Initial Shareholders, page 13

7.

Please disclose the percentage of the ARWA initial shares that are owned by AWN officers and directors.

We have revised the disclosure on page 14 of the Registration Statement as requested.

Interests of ARWA’s Directors and Officers in the Transactions, page 15

8.

We note your disclosure on page 16 that “ARWA’s officers and directors beneficially own an aggregate of 21,435,050 ordinary shares of AWN.” Please disclose the total number of AWN shares outstanding.

We have revised the disclosure on pages 17 and 58 of the Registration Statement as requested.

Risk Factors, page 28

9.

Please add a risk factor that discusses the impact of currently low commodity prices, such as oil and coal, on your business.

We have revised the disclosure on page 29 of the Registration Statement as requested.

We are currently dependent on a limited number of third-party suppliers..., page 31

10.

Please identify these third-party suppliers.

We have revised the disclosure on page 32 of the Registration Statement as requested.

The loss of one or more of our customers..., page 33

11.

Please disclose here any customer that accounts for over 10% of your combined revenue.

We respectfully advise the Staff that Aevitas had one customer, Farrelly Construction Services, that accounted for 12% of its consolidated revenue for the year ended March 31, 2016. Furthermore, Vivopower expects to have concentrations of revenue with one or more customers in future years. We have revised the disclosure on page 34 of the Registration Statement in accordance with the foregoing.

Securities and Exchange Commission

September 30, 2016

Page 4

The Contribution Proposal, page 51 Background of the Transaction, page 51

12.

Please provide details with respect to the ARWA board’s discussion of the following material transactional terms:

●

ARWA’s expected ownership percentage of VivoPower (ranging from 55.8% to 72%);

●

the amount ARWA will pay for this expected ownership percentage;

●

the maximum of 2,732,400 ARWA public shares that will be able to exercise conversion rights;

●

VivoPower’s expected corporate structure, including a discussion of the contingent acquisitions of Aevitas and VivoPower Australia;

●

VivoPower’s recent decision to acquire solar projects NC-31 and NC-47;

●

the agreement by VivoPower to pay AWN a fee of $5.8 million;

●

the selection of VivoPower executive officers and directors; and

●

the agreed upon terms of the warrant amendment.

We have revised the disclosure on page 54 of the Registration Statement as requested.

13.

We note your disclosure that ARWA must consummate this transaction by November 6, 2016 or ARWA’s liquidation will be triggered. Please disclose the ARWA board’s discussion with respect to this pending trigger deadline.

We have revised the disclosure on page 53 of the Registration Statement as requested.

14.

Please clarify whether ARWA received the projections that Cassel Salpeter used in giving its opinion.

We have revised the disclosure on page 53 of the Registration Statement as requested.

Securities and Exchange Commission

September 30, 2016

Page 5

15.

Please disclose the terms that were negotiated from August 5, 2016 to August 11, 2016. In disclosing these terms, please describe why AWN and ARWA boards were not initially in agreement on these terms.

We have revised the disclosure on page 54 of the Registration Statement as requested.

16.

We note your disclosure on page 74 that “VivoPower has not finalized the detailed valuation necessary to determine the fair value of assets and liabilities of Aevitis and VivoPower Australia acquired by VivoPower.” Please disclose the ARWA board’s consideration of this material fact.

We have revised the disclosure on page 77 of the Registration Statement to clarify that only the purchase price allocations have not been finalized (and cannot be finalized until the transaction completion), rather than implying that the overall valuation of each business had yet to be determined. IFRS 3.45 provides a measurement period of up to one year to finalize the purchase price allocation of a business combination. As the business combinations are subject to shareholder vote and will occur in the future, the allocation of fair value to individual assets and liabilities of Aevitas and VivoPower Australia will not be finalized until after the transactions are finalized. In order for the pro forma condensed combined financial statements to comply with the requirements of Article 11-02, management has made reasonable estimates of the allocated purchase price to demonstrate the impact of the proposed acquisitions.

Based on the foregoing, we respectfully submit that the unavailability of the final purchase price allocations was not a material fact for the ARWA board to consider, and therefore no change to the disclosure is required in response to this comment.

17.

We note your reference to services performed by Local Knowledge Pty Ltd. Please elaborate on the work performed by this entity and tell us whether it prepared a report, opinion, or appraisal, as that term is used in Item 4(b) of Form F-4.

We respectively advise the Staff that Local Knowledge Pty Ltd. (“Local Knowledge”) was engaged by ARWA to provide logistical support. Local Knowledge supported the coordination of ARWA’s tax, investment banking and accounting advisors and acted as a liaison with AWN and its advisors in connection with the Transactions. We have revised the disclosure on page 53 of the Registration Statement to reflect the foregoing. Local Knowledge did not prepare any report, opinion or appraisal as that term is used in Item 4(b) of Form F-4.

ARWA’s Board of Directors’ Treasons for Approval of the Transactions, page 53

18.

Please expand upon each of the four bullet points provided here to more clearly describe how significant value will be “unlock[ed]” via consolidation.

We have revised the disclosure on page 55 of the Registration Statement as requested.

Securities and Exchange Commission

September 30, 2016

Page 6

19.

We note your disclosure that “the three underlying business operations will benefit greatly from the consolidation for... reasons individual to each them.” Please disclose these individual reasons for each of VivoPower, VivoPower Australia, and Aevitis.

We have revised the disclosure on pages 55 to 56 of the Registration Statement as requested.

20.

Please discuss the negative factors of the transaction that the ARWA board considered when making its recommendation.

We have revised the disclosure on page 56 of the Registration Statement as requested.

Opinion of Financial Advisor to the Board of Directors of ARWA, page 56

21.

We note that the financial analyses presented on pages 59 to 61 discuss the implied enterprise value reference range for both VivoPower and the contribution shares. Please briefly describe in this section how the contribution shares range is derived from the VivoPower range.

We have revised the disclosure on pages 62 and 63 of the Registration Statement as requested.

Selected Companies Analysis, page 60

22.

Please disclose the enterprise value of each selected company, or the range of enterprise values, discussed in this section.

We have revised the disclosure on page 63 of the Registration Statement as requested.

23.

We note your disclosure that some of the data with respect to these EBITDA multiples is “either not available or not meaningful.” Please disclose the data that is available, as it is up to the investor to determine if it is reasonable.

We have revised the disclosure on page 63 of the Registration Statement to distinguish between data that was “not available” and data that was “not meaningful.” We supplementally advise the Staff that the EBITDA multiples identified as “not meaningful” were not included in the discussion materials Cassel Salpeter reviewed with the Arowana board and were not considered by Cassel Salpeter or the Arowana board. Accordingly, we have not revised the disclosure in the Registration Statement to include these multiples.

24.

We note your disclosure here that conducting this analysis “involves complex considerations and judgments concerning differences in financial and operating characteristics of the target companies in the selected transactions and other factors that could affect the respective acquisition values of the transactions reviewed.” Please disclose the primary considerations and judgments made when comparing these companies to VivoPower. This comment also applies to the corresponding section in your Selected Transactions Analysis at the bottom of page 60.

We have revised the disclosure on page 63 of the Registration Statement as requested.

Securities and Exchange Commission

September 30, 2016

Page 7

Selected Transaction Analysis, page 60

25.

Please disclose the size of each transaction, or the range of the transactions, discussed in this section.

We have revised the disclosure on page 63 of the Registration Statement as requested.

Other Matters Relating to Cassel Salpeter’s Opinion, page 61

26.

Please disclose here if Cassel Salpeter has received fees for any other services provided to ARWA, AWN, and VivoPower, and their affiliates, in the past two years.

We supplementally confirm that Cassel Salpeter has not received any other fees for any other services provided to ARWA, AWN or VivoPower or their affiliates in the past two years. We respectfully believe the current disclosure describes all material relationships that have existed, and any compensation received as a result of such relationships, during the past two years as required by Item 1015(b)(4) of Regulation M-A. Accordingly, we have not revised the disclosure in the Registration Statement in response to this comment.

Material Federal Income Tax Consequences of the Transaction to ARWA and its Securityholders, page 61

27.

Please supplementally explain why you will file a tax opinion in a future amendment if ARWA intends to treat the transactions as a taxable transaction.

We hereby confirm that ARWA intends to treat the transactions as taxable. We further clarify that the tax opinion to be filed will relate to the U.K. tax consequences of owning, holding and disposing of VivoPower shares, rather than to the U.S. tax consequences of the transactions to ARWA and its securityholders. Based on the nature of the discussion of the U.K. tax consequences, we believe that a tax opinion is appropriate, given that such consequences are sufficiently unusual “that investors would need to have the benefit of an expert’s opinion to understand the tax consequences in order to make an informed investment decision.” See SEC, Div. of Corp. Fin., Legality and Tax Opinions in Registered Offerings, Staff Legal Bulletin No. 19 § III.A.2 (Oct. 14, 2011), which specifically references offerings by foreign issuers. Accordingly, we expect to file a tax opinion in a future amendment of the Registration Statement.

Securities and Exchange Commission

September 30, 2016

Page 8

VivoPower International Plc purchase of IS-31, page 73

28.

We note your heading which indicates that VivoPower International Plc purchased assets of “IS-31”, but your description of the entity purchased refers to “NC-31”. Please reconcile the two names or revise the heading as appropriate.

We have revised the disclosure on pages 75 of the Registration Statement as requested.

Unaudited Pro Forma Combined Statement of Financial Position, page 75

29.

Please revise your pro forma tabular presentation to reflect the transactions in the order and manner

Mail Stop 4631       September 20 , 201 6

Via E -mail
Kevin Chin
Chairman
VivoPower International PLC
23 Hanover Square
Mayfair
London W1S 1JB, UK

Re: VivoPower International PLC
Registration Statement on Form F-4
Filed August 24 , 2016
  File No. 333-213297

Dear Mr. Chin :

We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is a ppropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. We note you currently have two sections —the joint letter to ARWA shareholders and
warrantholders and the two pages directly preceding the table of contents —which each
serve to satisfy the requirements of Item 501 of Regulation S -K.  Please remove one of
these two sections.  Additionally, please limit this section to one page.  See Item 501(b)
of Regulation S -K.

2. We note your disclosure on page 51 that the contribution agreement was “the result of
arm’s -length negotiations between representatives of ARWA, A WN and VivoPower.”
Given that ARWA and AWN share the same CEO, executive officers, and directors,
please explain why you consider these negotiations to have been conducted at arm’s
length.  Within your Background of the Transaction section, please clearly  demonstrate

Kevin Chin
VivoPower International PLC
September  20, 2016
Page 2

 the measures taken by ARWA and AWN to ensure that this was an arm’s length
transaction.

3. Please supplementally provide us with copies of “all detailed briefing materials relating
to the transaction, detailed strategic plans and company forec asts for the business” that
were provided to the ARWA board on July 20, 2016, as well as all other materials
presented to the ARWA board in connection with this transaction.

4. Please file the preliminary proxy cards your shareholders and warrantholders,
respectively, will receive.

Summary of the Proxy Statement/Prospectus, page 10
General

5. Please include a chart similar to the one presented in the “Overview of Proposed IBC
Transaction Structure” slide in the investor presentation filed by ARWA on Form 425 o n
August 11, 2016.  Additionally, please provide disclosure that clarifies the following:
 the assets held by VivoPower prior to the IBC;
 the contingent transactions that will be completed upon the closing of the IBC; and
 all other material ownership inform ation among VivoPower’s expected subsidiaries.
For example, we note that Aevitas will own 19.88% of VivoPower Australia.

The Parties, page 10

6. Please include a description of AWN here.

ARWA Initial Shareholders, page 13

7. Please disclose the percentage of the ARWA initial shares that are owned by AWN
officers and directors.

Interests of ARWA’s Directors and Officers in the Transactions, page 15

8. We note your disclosure on page 16 that “ARWA’s officers and directors beneficially
own an aggregate of 21,43 5,050 ordinary shares of AWN.”  Please disclose the total
number of AWN shares outstanding.

Risk Factors, page 28

9. Please add a risk factor that discusses the impact of currently low commodity prices, such
as oil and coal, on your business.

We are curren tly dependent on a limited number of third -party suppliers…, page 31

10. Please identify these third -party suppliers.

Kevin Chin
VivoPower International PLC
September  20, 2016
Page 3

 The loss of one or more of our customers…, page 33

11. Please disclose here any customer that accounts for over 10% of your combined revenue.

The Contribution Proposal, page 51
Background of the Transaction, page 51

12. Please provide details with respect to the ARWA board’s discussion of the following
material transactional terms:
 ARWA’s expected ownership percentage of VivoPower (ranging from 55.8% to
72%);
 the amount ARWA will pay for this expected ownership percentage;
 the maximum of 2,732,400 ARWA public shares that will be able to exercise
conversion rights;
 VivoPower’s expected corporate structure, including a discussion of the contingent
acquisitions of Aevitas and VivoPower Australia;
 VivoPower’s recent decision to acquire solar projects NC -31 and NC -47;
 the agreement by VivoPower to pay AWN a fee of $5.8 million;
 the selection of VivoPower executive officers and directors; and
 the agreed  upon terms of the warrant amendment.

13. We note your disclosure that ARWA must consummate this transaction by November 6,
2016 or ARWA’s liquidation will be triggered.  Please disclose the ARWA board’s
discussion with respect to this pending trigger deadlin e.

14. Please clarify whether ARWA received the projections that Cassel Serpenter used in
giving its opinion.

15. Please disclose the terms that were negotiated from August 5, 2016 to August 11, 2016.
In disclosing these terms, please describe why AWN and ARWA boards were not
initially in agreement on these terms.

16. We note your disclosure on page 74 that “Vivopower has not finalized the detailed
valuation necessary to determine the fair value of assets and liabilities of Aevitis and
VivoPower Australia acquired by VivoPower.”  Please disclose the ARWA board’s
consideration of this material fact.

17. We note your reference to services performed by Local Knowledge Pty Ltd.  Please
elaborate on the work performed by this entity and tell us whether it prepared a report,
opinion, or appraisal, as that term is used in Item 4(b) of Form F -4.

ARWA’s Board of Directors’ Treasons for Approval of the Transactions, page 53

18. Please expand upon each of the four bullet points provided here to more clearly describe
how significant value will be “unlock[ed]” via consolidation.

Kevin Chin
VivoPower International PLC
September  20, 2016
Page 4

 19. We note your disclosure that “the three underlying business operations will benefit
greatly from the consolidation for… reasons individual to each them.”  Please disclose
these individual reasons for each of Vi voPower, VivoPower Australia, and Aevitis.

20. Please discuss the negative factors of the transaction that the ARWA board considered
when making its recommendation.

Opinion of Financial Advisor to the Board of Directors of ARWA, page 56

21. We note that the financial analyses presented on pages 59 to 61 discuss the implied
enterprise value reference range for both VivoPower and the contribution shares.  Please
briefly describe in this section how the contribution shares range is derived from the
Vivopower ran ge.

Selected Companies Analysis, page 60

22. Please disclose the enterprise value of each selected company, or the range of enterprise
values, discussed in this section.

23. We note your disclosure that some of the data with respect to these EBITDA multiples is
“either not available or not meaningful.”  Please disclose the data that is available, as it is
up to the investor to determine if it is reasonable.

24. We note your disclosure here that conducting this analysis “involves complex
considerations and judgment s concerning differences in financial and operating
characteristics of the target companies in the selected transactions and other factors that
could affect the respective acquisition values of the transactions reviewed.”  Please
disclose the primary consi derations and judgments made when comparing these
companies to VivoPower.  This comment also applies to the corresponding section in
your Selected Transactions Analysis at the bottom of page 60.

Selected Transaction Analysis, page 60

25. Please disclose the size of each transaction, or the range of the transactions, discussed in
this section.

Other Matters Relating to Cassel Salpeter’s Opinion, page 61

26. Please disclose here if Cassel Salpeter has received fees for any other services provided
to ARWA, AWN, an d VivoPower, and their affiliates, in the past two years.

Kevin Chin
VivoPower International PLC
September  20, 2016
Page 5

 Material Federal Income Tax Consequences of the Transaction to ARWA and its
Securityholders, page 61

27. Please supplementally explain why you will file a tax opinion in a future amendment if
ARWA intends to treat the transactions as a taxable transaction.

VivoPower International Plc purchase of IS -31, page 73

28. We note your heading which indicates that VivoPower International Plc purchased assets
of “IS -31”, but your description of the entity purchased refers to “NC -31”.  Please
reconcile the two names or revise the heading as appropriate.

Unaudited Pro Forma Combined Statement of Financial Position, page 75

29. Please revise your pro forma tabular presentation to reflect the transactions in the order
and manner in which they are expected to occur.  In this regard, we note that ARWA will
first contribute the amounts held in trust to the shareholders of VivoPower.  Further the
acquisition of Aevitas and VivoPower Australia are not assured, and as s uch, should be
presented subsequent to the ARWA and VivoPower subtotal.

Business of Vivopower, page 99
Current Offerings, page 99

30. Given your disclosure that VivoPower is a “pre -revenue group,” please clarify how
VivoPower has provided the bulleted offeri ngs.

History and Corporate Structure, page 100

31. Please present new, legible graphics for the corporate structures presented on page 100.
This comment also applies to the chart on page 103.

Industry Background, page 101

32. Please supplementally tell us if you commissioned any of the information in your
Industry Background section presented from pages 101 to 113.  Additionally, please
provide us with supplemental copies of source materials you cite, appropriately marked
to identify the specific sections that  you are citing.

VivoPower’s industry position, page 114

33. Please expand upon your disclosure here.  Merely indicating that Vivipower “sits in the
‘sweet spot’ of the industry value chain” does little to enhance investor understanding of
your industry po sition.

Kevin Chin
VivoPower International PLC
September  20, 2016
Page 6

 VivoPower’s growth outlook, page 116

34. Please disclose if the projections provided here are the same as the projections that were
provided to Cassel Serpenter.

35. We note your disclosure on page 117 which indicates that EBITDA is defined as earnings
before interest, taxes, depreciation and amortization as adjusted for certain one -time non -
recurring items and exclusions.  Based on this definition, please revise your filing to refer
to this measure as Adjusted EBITDA.

VivoPower’s Management, Discussio n, and Analysis, page 119
Acquisitions, page 121

36. Please elaborate your disclosure of NC -31 and NC -47 to outline the various steps you
will need to take to begin generating revenues by providing a timeline of the various
events and steps that need to take place and the costs of each event.

37. Please disclose the “third party equity and financing” that has been arranged with respect
to NC -31.

Management of Vivopower Following the Transaction, page 135
Independence of Directors, page 136

38. Please discuss why Ga ry Hui will be an independent director given your disclosure that
Mr. Hui is “a consultant to AWN, a director of certain AWN subsidiaries and a
participant in AWN’s compensation arrangements.”

Description of VivoPower Securities, page 148
Differences in Corporate Law, page 153

39. Please revise to delete the statement that the comparison of respective rights is qualified
in its entirety by reference Cayman Islands and English. You may not qualify information
in your prospectus by reference to information out side the prospectus.  See Rule 411(a)
of Regulation C.

VivoPower International Plc Financial Statements
Note 10 – Subsequent Events, page F -13

40. We note your disclosure which states the Note Receivable contributed to the Group by
the parent has been cancel led in exchange for the right to acquire certain solar projects.
Please clarify for us and in your disclosure if the amount of the Note is expected to be
capitalized as part of the cost of “IS31” and “IS47”.

Kevin Chin
VivoPower International PLC
September  20, 2016
Page 7

 Innovative Solar 47, page F -14

41. Please clarify for us and in your document, the status of your acquisition of Innovative
Solar 47 and the Group’s rights and interests in the project leading up to the acquisition.
Your disclosure states you expect to sign definitive documents “imminently ”.   You
further state the purchase price “was” approximately $2.0 million and the Group’s
investment to date in the project is approximately $4.4 million at July 31, 2016.

Aevitas Group Limited Financial Statements
Statement of Profit or Loss and Othe r comprehensive Income, page F -17

42. We note your disclosure on page F -23 that you record revenue for rendering of services.
Please tell us what consideration you gave to separately disclosing revenue and cost of
revenue for service related streams.  Please  refer to rules 5 -03(b)(1) and (2) of Regulation
S-X.

Notes to the Financial Statements
3  Critical Accounting Estimates and Judgments, page F -29
Key Estimates – impairment of goodwill, page F -29

43. Please revise your filing to identify any CGUs that are at  risk of failing the impairment
test and the corresponding excess of recoverable amount over carrying value.

Key Judgements – provision for impairment of receivables, page F -29

44. Given the significance of your receivable balance, please provide a more robu st
discussion of the information that you analyze in determining if an impairment of your
receivable exists.

Note 20 – Tax assets and liabilities, page F -43

45. Please tell us and disclose the nature of your recognized deferred tax assets and why you
belie ve it is probable that these assets will be recovered in the form of economic benefits
in future periods.   We note you present significant pretax losses in every period
presented in your financial statements.   Please refer to paragraphs 27 and 82(b) of I AS
12 for guidance.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

Kevin Chin
VivoPower International PLC
September  20, 2016
Page 8

  the action of the Commission or the staff, acting pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for accele ration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate  to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Mindy Ho oker, Staff Accountant at 202 -551-3732  or Kevin Stertzel ,
Staff Account ant, at 202 -551-3723