UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number: 001-37974
CUSIP Number: G9376R100
| (Check one): | ☐ Form 10-K | ☒ Form 20-F | ☐ Form 11-K | ☐ Form 10-Q | ☐ Form 10D | ☐ Form N-CEN | ☐ Form N-CSR |
| For Period Ended: June 30, 2024 |
| ☐ | Transition Report on Form 10-K | |
| ☐ | Transition Report on Form 20-F | |
| ☐ | Transition Report on Form 11-K | |
| ☐ | Transition Report on Form 10-Q |
| For the Transition Period Ended: |
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I – REGISTRANT INFORMATION
VIVOPOWER INTERNATIONAL PLC
Full Name of Registrant
N/A
Former Name if Applicable
The Scalpel, 18th Floor, 52 Lime Street
Address of Principal Executive Office (Street and Number)
London, United Kingdom EC3M 7AF
City, State and Zip Code
PART II – RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| (a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense | |
| ☒ | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III – NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
VivoPower International PLC (the “Company”) is unable, without unreasonable effort or expense, to file its Annual Report on Form 20-F for the fiscal year ended June 30, 2024 (the “Form 20-F”), by the filing deadline due to a delay experienced by the Company in completing its financial statements and other disclosures in the Form 20-F. This is because the Company’s management and its auditors have been focused on completing the audited accounts for the Company’s subsidiary, Tembo e.LV. B.V. (“Tembo”) that are required to be included in the Registration Statement on Form F-4 to be filed in connection with Tembo’s business combination with Cactus Acquisition Corp. 1 Ltd. As a result, the Company is still in the process of completing its audit for the year ended June 30, 2024 and compiling certain other required information for its Form 20-F. The Company anticipates that it will file the Form 20-F no later than the fifteenth calendar day following the prescribed filing date.
PART IV – OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification |
| Kevin Chin | +44 | 203 667 5158 | ||
| (Name) | (Area Code) | (Telephone Number) |
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☒ No ☐ |
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? |
| Yes ☐ No ☒ | |
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
VivoPower International PLC
(Name of registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | November 1, 2024 | By: | /s/ Kevin Chin | |
| Name: | Kevin Chin | |||
| Title: | Executive Chairman |
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).