Core Viewpoint - Energi Holdings Limited will acquire a 51% stake in Tembo e-LV B.V. from VivoPower International PLC, enabling Tembo to proceed with its SPAC merger at an equity valuation of $838 million [1][2]. Group 1: Investment Details - The total enterprise valuation for 100% of Tembo is set at $200 million, with the equity purchase price for the 51% stake adjusted for Tembo's net debt and customary adjustments at closing [2]. - The investment is contingent upon the completion of Tembo's business combination agreement with Cactus Acquisition Corp 1 Limited and customary closing conditions [2]. Group 2: Corporate Structure and Strategy - VivoPower has initiated the recruitment of a dedicated board of directors for Tembo in preparation for its public listing [3]. - VivoPower is undergoing a strategic transformation to focus on XRP and digital assets, aiming to support decentralized finance infrastructure and blockchain applications [4]. Group 3: Company and Subsidiary Overview - VivoPower operates globally with a focus on sustainable energy solutions and has two business units: Tembo and Caret Digital [5]. - Tembo specializes in battery-electric and off-road vehicle solutions for various industrial sectors, including mining and agriculture, providing electrification solutions for utility vehicle fleet owners [6].

Core Viewpoint - Energi Holdings Limited will acquire a 51% stake in Tembo e-LV B.V. from VivoPower International PLC, enabling Tembo to proceed with its business combination with Cactus Acquisition Corp 1 Limited at an equity valuation of $838 million [1][2] Group 1: Investment Details - The total enterprise valuation for 100% of Tembo is set at $200 million, with the equity purchase price for the 51% stake adjusted for Tembo's net debt and customary adjustments at closing [2] - The investment is contingent upon the completion of Tembo's business combination agreement with Cactus Acquisition Corp 1 Limited and customary closing conditions [2] Group 2: Corporate Structure and Strategy - VivoPower has initiated the recruitment of a dedicated board of directors for Tembo in preparation for its public listing [3] - VivoPower is undergoing a strategic transformation to focus on XRP and digital assets, aiming to support decentralized finance infrastructure and real-world blockchain applications [4] Group 3: Company and Subsidiary Overview - VivoPower International PLC operates globally with a focus on sustainable energy solutions and has two business units: Tembo and Caret Digital [5] - Tembo specializes in battery-electric and off-road vehicle solutions for various industrial sectors, including mining, agriculture, and defense [6]

Core Points - VivoPower International PLC has received a revised non-binding proposal from Energi Holdings Limited for a strategic acquisition of a 51% controlling stake in its subsidiary, Tembo e-LV B.V., with an enterprise valuation of US$200 million for 100% of Tembo [1][2] - Energi's proposal supports Tembo's planned business combination with Cactus Acquisition Corp. 1 Limited, with an equity valuation of US$838 million [1][3] - VivoPower is committed to optimizing its capital structure, with proceeds from strategic transactions prioritized for debt retirement and potential returns to shareholders [4] Company Overview - VivoPower is undergoing a strategic transformation into an XRP-focused digital asset enterprise, aiming to manage and hold XRP digital assets as part of a diversified digital treasury strategy [7] - The company operates globally, with a focus on sustainable energy solutions and has two business units: Tembo and Caret Digital [8] - Tembo specializes in battery-electric and off-road vehicle solutions for various industrial sectors, including mining, agriculture, and defense [9][10]

VIVOPOWER INTERNATIONAL PLC (Exact name of Registrant as specified in its charter) Registration No. 333-281065 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 As filed with the Securities and Exchange Commission on August 16, 2024. (State or other jurisdiction of incorporation or organization) Corporation Service Company 251 Little Falls Drive Wilmington, DE 19808 United States Telephone: +1 302 636 5 ...