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 Insights - VivoPower has negotiated with selected lenders and suppliers to exchange outstanding debts for ordinary shares, resulting in a reduction of liabilities by an aggregate of US$7.5 million [1][2] - Directors have opted to receive shares instead of cash for certain fees, with some shares subject to lock-up conditions [2] - The company aims to fully retire its debts, including a shareholder loan of US$28.8 million as of June 30, 2025, with a retirement program already initiated [3] Financial Strategy - The initiatives reflect VivoPower's commitment to strengthening its balance sheet and optimizing its capital structure to support transformational growth strategies [4] - The execution of these financial strategies is contingent upon approval from independent directors and sufficient liquidity [4] Business Transformation - VivoPower is undergoing a strategic transformation to become the world's first XRP-focused digital asset enterprise, focusing on the acquisition and management of XRP digital assets [5] - The company aims to support decentralized finance infrastructure and real-world blockchain applications through this new direction [5] Company Overview - Founded in 2014 and listed on Nasdaq since 2016, VivoPower operates globally across multiple regions including the UK, Australia, North America, Europe, the Middle East, and Southeast Asia [6] - The company has two business units: Tembo, which focuses on electric solutions for fleet applications, and Caret Digital, which is centered on renewable power use cases including digital asset mining [6]

Core Viewpoint - VivoPower International PLC has initiated a shareholder debt principal reduction plan, with the first repayment made to AWN Holdings Limited, indicating institutional support for the company's growth objectives [1][3]. Group 1: Debt Reduction Plan - The independent directors of VivoPower approved the commencement of a debt principal reduction plan aimed at retiring the AWN shareholder loan, which had an unaudited balance of $28.8 million as of June 30, 2025 [2][3]. - The company’s objective is to fully retire the AWN shareholder loan, reflecting a long-term commitment to strengthening its balance sheet and optimizing its capital structure [3]. Group 2: Strategic Transformation - VivoPower is undergoing a strategic transformation to become the world's first XRP-focused digital asset enterprise, focusing on the acquisition and management of XRP digital assets [4]. - This new direction aims to support decentralized finance infrastructure and real-world blockchain applications, contributing to the growth and utility of the XRP Ledger [4]. Group 3: Company Overview - Founded in 2014 and listed on Nasdaq since 2016, VivoPower operates globally across various regions including the UK, Australia, North America, Europe, the Middle East, and Southeast Asia [5]. - The company has two business units: Tembo, which focuses on electric solutions for customized fleet applications, and Caret Digital, which is centered on renewable power use cases including digital asset mining [5].

Core Viewpoint - VivoPower International PLC has successfully complied with Nasdaq Listing Rule 5550(b)(1) after raising US$60.5 million in gross proceeds from a private placement, thus meeting the minimum stockholders' equity requirement of US$2.5 million [1][2]. Group 1: Compliance and Financial Status - On January 3, 2025, VivoPower received a notification from Nasdaq indicating non-compliance with the stockholders' equity requirement [2]. - Following the completion of the first phase of a US$121 million private placement, VivoPower has now satisfied the stockholders' equity requirement [2]. - Nasdaq will continue to monitor VivoPower's compliance, and failure to meet the requirement in the next periodic report could lead to potential delisting [3]. Group 2: Company Transformation - VivoPower is undergoing a strategic transformation to become the world's first XRP-focused digital asset enterprise, focusing on the acquisition and management of XRP digital assets [4]. - The new direction aims to support decentralized finance (DeFi) infrastructure and real-world blockchain applications, contributing to the growth of the XRP Ledger [4]. Group 3: Company Overview - Founded in 2014 and listed on Nasdaq since 2016, VivoPower operates globally across various regions including the UK, Australia, North America, Europe, the Middle East, and Southeast Asia [5]. - The company has two business units: Tembo, which focuses on electric solutions for ruggedized fleet applications, and Caret Digital, which is centered on renewable power use cases including digital asset mining [5].

Core Viewpoint - VivoPower International PLC has regained compliance with Nasdaq Listing Rule 5550(b)(1) with a pro forma stockholders' equity of approximately US$20 million as of May 31, 2025, following a successful private placement [1][5]. Financial Compliance - On January 3, 2025, VivoPower received a notification from Nasdaq indicating non-compliance with the minimum stockholders' equity requirement of US$2.5 million, reporting a deficit of US$40.5 million for the fiscal year ended June 30, 2024 [2]. - Nasdaq granted an extension until July 2, 2025, for VivoPower to demonstrate compliance with the equity requirement [3]. Private Placement Details - VivoPower announced a US$121 million private placement priced at US$6.05 per share, led by His Royal Highness Prince Abdulaziz bin Turki bin Talal Al Saud, with a binding close of the first phase yielding gross proceeds of US$60.5 million confirmed on June 20, 2025 [4][5]. Strategic Transformation - VivoPower is undergoing a strategic transformation to become the world's first XRP-focused digital asset enterprise, focusing on the acquisition and management of XRP digital assets as part of a diversified digital treasury strategy [7]. - The company aims to support decentralized finance (DeFi) infrastructure and real-world blockchain applications through this new direction [7]. Company Background - Founded in 2014 and listed on Nasdaq since 2016, VivoPower operates globally with a focus on sustainable energy solutions and has two business units: Tembo and Caret Digital [8]. - Tembo specializes in electric solutions for customized fleet applications, while Caret Digital focuses on renewable power use cases, including digital asset mining [8].

Group 1 - VivoPower International PLC has set an ex-dividend date of June 12, 2025, for potential future dividend distributions related to Tembo transactions [2][3] - Shareholders holding VivoPower shares as of the close of business on June 12, 2025, will be eligible for any potential special dividend distributions [3] - Further details regarding the potential special dividend distributions, including amount and ratio, will be provided when appropriate, with no guarantee of distribution [4] Group 2 - Tembo specializes in electric utility vehicles (EUVs) that are 100% electric, targeting ruggedized and customized applications across various industries such as mining, agriculture, and defense [5] - Tembo aims to provide safe and reliable electrification solutions for utility vehicle fleet owners, focusing on cost reduction, asset return maximization, and meeting ESG goals [5] - VivoPower is undergoing a strategic transformation into a digital asset enterprise focused on XRP, aiming to support decentralized finance infrastructure and real-world blockchain applications [6][7]

Group 1 - Energi Holdings Limited proposes to acquire 51% of Tembo at a total enterprise value of US$200 million, with both parties agreeing to negotiate binding transaction documents for an early closing [1][3] - Energi, headquartered in Abu Dhabi, has annual revenues of US$1 billion and operates across multiple regions including the Middle East, Africa, South Asia, Europe, and Southeast Asia [2] - VivoPower's board is evaluating the optimal use of investment proceeds, which may include special dividends or capital returns to shareholders [4] Group 2 - VivoPower is undergoing a strategic transformation to focus on XRP digital assets, aiming to support decentralized finance infrastructure and real-world blockchain applications [5] - VivoPower operates globally with a presence in the UK, Australia, North America, Europe, the Middle East, and Southeast Asia, and has two business units: Tembo and Caret Digital [6]

Company Overview - VivoPower International PLC is transforming into the world's first XRP-focused digital asset enterprise, focusing on the acquisition, management, and long-term holding of XRP digital assets as part of a diversified digital treasury strategy [2] - The company operates globally, with a presence in the United Kingdom, Australia, North America, Europe, the Middle East, and Southeast Asia, and is recognized as an award-winning global sustainable energy solutions B Corporation [3] Business Units - VivoPower has two main business units: Tembo and Caret Digital. Tembo focuses on electric solutions for customized fleet applications and ancillary services such as financing, charging, battery, and microgrids [3] - Caret Digital is dedicated to maximizing the use cases for renewable power, including digital asset mining [3] Recent Developments - VivoPower announced a US$121 million private placement priced at US$6.05 per share, which is above the last market closing price, as part of its new strategic direction [1]