RegistrationNo. 333-            

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORMF-1

REGISTRATIONSTATEMENT

UNDER

THESECURITIES ACT OF 1933

VIVOPOWERINTERNATIONAL PLC

(Exactname of Registrant as specified in its charter)

NotApplicable

(Translationof Registrant’s name into English)

VivoPowerInternational PLC

TheScalpel, 18th Floor, 52 Lime Street

LondonEC3M 7AF

UnitedKingdom

+44-794-116-6696

(Address,Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

CorporationService Company

251Little Falls Drive Wilmington, DE 19808

UnitedStates

Telephone:+1 302 636 5400

(Name,Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copiesto:

Approximatedate of commencement of proposed sale to the public: as and when appropriate after the effective date of this registration statement.

Ifany of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under theSecurities Act of 1933, as amended, check the following box. ☒

Ifthis form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the followingbox and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Ifthis form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Ifthis form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicateby check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growthcompany ☐

Ifan emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registranthas elected not to use the extended transition period for complying with any new or revised financial accounting standards† providedpursuant to Section 7(a)(2)(B) of the Securities Act. ☐

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting StandardsBoard to its Accounting Standards Codification after April 5, 2012.

TheRegistrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until theRegistrant shall file a further amendment which specifically states that this registration statement shall thereafter become effectivein accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effectiveon such date as the U.S. Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

Theinformation in this prospectus is not complete and may be changed. We may not sell these securities pursuant to this prospectus untilthe registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell thesesecurities, and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale of these securitiesis not permitted.

Upto [●] Ordinary Shares

VivoPowerInternational PLC (“VivoPower,” “we,” “us” or the “Company”) is offering in a best effortsoffering under this prospectus of up to [●] Ordinary Shares, nominal value $0.12 (the “Ordinary Shares”).

OurOrdinary Shares are listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “VVPR.” The last sale priceof our Ordinary Shares on July 25, 2024 was $2.49 per share.

Wehave engaged Chardan Capital Markets LLC (“Chardan”) as our exclusive placement agent, or the Placement Agent, to use itsreasonable best efforts to solicit offers to purchase our securities in this offering. The Placement Agent is not purchasing or sellingany of the securities we are offering and is not required to arrange for the purchase or sale of any specific number or dollar amountof the securities. Because there is no minimum offering amount required as a condition to closing in this offering the actual publicoffering amount, placement agent’s fee, and proceeds to us, if any, are not presently determinable and may be substantially lessthan the total maximum offering amounts set forth below and throughout this prospectus. We have agreed to pay the Placement Agent theplacement agent fees set forth in the table below. See “Plan of Distribution” on page 88 of this prospectus for moreinformation.

Wehave assumed a public offering price of $[●] per Ordinary Share. The actual public offering price will be negotiated between us,the Placement Agent and the investors in this offering which may be based on, among other things, the trading of our Ordinary Sharesprior to the offering and may be at a discount to the current market price. Therefore, the assumed public offering price used throughoutthis prospectus may not be indicative of the final public offering price.

Becausethere is no minimum offering amount required as a condition to closing this offering, we may sell fewer than all of the Ordinary Sharesoffered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offering will not receivea refund in the event that we do not sell an amount of Ordinary Shares sufficient to pursue the business goals described in this prospectus.Because there is no minimum offering amount, investors could be in a position where they have invested in our company, but we are unableto fulfill our objectives due to a lack of interest in this offering. Also, any proceeds from the sale of Ordinary Shares offered byus will be available for our immediate use, despite uncertainty about whether we would be able to use such funds to effectively implementour business plan.

Thisoffering will terminate on [●], unless we decide to terminate the offering (which we may do at any time in our discretion) priorto that date. We intend to have one closing for all the securities purchased in this offering, but may undertake one or more closingson a rolling basis. The public offering price per Ordinary Share will be fixed for the duration of this offering. 

Investingin our Ordinary Shares is highly speculative and involves a high degree of risk. See “Risk Factors” beginningon page 9 of this prospectus to read about factors you should consider before buying our Ordinary Shares.

Weare a “foreign private issuer” as defined under the federal securities laws, and, as such, we are subject to reduced publiccompany reporting requirements. See the section entitled “Prospectus Summary—Implications of Being a Foreign Private Issuer”for additional information.

Neitherthe Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon theaccuracy or adequacy of the disclosures in this prospectus. Any representation to the contrary is a criminal offense.

Wewill deliver the Ordinary Shares being issued to the investors electronically, upon closing and receipt of investor funds for the purchaseof the Ordinary Shares offered pursuant to this prospectus.

Thedate of this prospectus is July 26, 2024

Chardan

TABLEOF CONTENTS

ABOUTTHIS PROSPECTUS

Theregistration statement of which this prospectus forms a part that we filed with the Securities and Exchange Commission (the “SEC”)includes exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus and the relatedexhibits filed with the SEC before making your investment decision.

Youshould rely only on the information provided in this prospectus or in a prospectus supplement or any amendments thereto. Neither we northe Placement Agent have authorized anyone else to provide you with different information. We do not, and the Placement Agent and itsaffiliates do not, take any responsibility for, and can provide no assurance as to the reliability of, any information that others mayprovide to you. If anyone provides you with different or inconsistent information, you should not rely on it. You should assume thatthe information in this prospectus is accurate only as of the date hereof, regardless of the time of delivery of this prospectus or anysale of securities. Our business, financial condition, results of operations and prospects may have changed since that date .

OnOctober 5, 2023, we effected a 1-for-10 reverse share split of our issued and outstanding Ordinary Shares (the “Reverse Stock Split”).Unless indicated or the context otherwise requires, all per share amounts and numbers of Ordinary Shares in this prospectus have beenadjusted to account for the Reverse Stock Split.  

Asa U.K. incorporated company, we are subject to applicable laws of England and Wales including the Companies Act 2006. Under the rulesof the SEC, we are currently eligible for treatment as a “foreign private issuer.” As a foreign private issuer, we are notrequired to file periodic reports and financial statements with the SEC as frequently or as promptly as domestic registrants whose securitiesare registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act.

Forinvestors outside of the United States: we have not done anything that would permit this offering or possession or distribution of thisprospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to informyourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.

Inthis prospectus, “VivoPower,” the “Group,” the “company,” “we,” “us” and“our” refer to VivoPower International PLC and its consolidated subsidiaries, except where the context otherwise requires.

INDUSTRYAND MARKET DATA

Unlessotherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate, includingour general expectations, market position and market opportunity, is based on our management’s estimates and research, as wellas industry and general publications and research, surveys and studies conducted by third parties. We believe that the information fromthese third-party publications, research, surveys and studies included in this prospectus is reliable. Management’s estimates arederived from publicly available information, their knowledge of our industry and their assumptions based on such information and knowledge,which we believe to be reasonable. These data involve a number of assumptions and limitations which are necessarily subject to a highdegree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors.” These and otherfactors could cause our future performance to differ materially from our assumptions and estimates.

PROSPECTUSSUMMARY

Thissummary highlights selected information about us and the Ordinary Shares that we are offering. It may not contain all of the informationthat may be important to you. Before investing in the Ordinary Shares, you should read this entire prospectus and other information incorporatedby reference from our other filings with the SEC carefully for a more complete understanding of our business and this offering, includingour consolidated financial statements, and the sections entitled “Risk Factors” and “Management’sDiscussion and Analysis of Financial Condition and Results of Operations” included in this prospectus.

CompanyOverview

VivoPoweris an award-winning global sustainable energy solutions B Corporation company focused on electric solutions for customised and ruggedisedfleet applications, battery and microgrids, solar and critical power technology and services. The Company’s core purpose is toprovide its customers with turnkey decarbonisation solutions that enable them to move toward net-zero carbon status. VivoPower has operationsand personnel in Australia, Canada, the Netherlands, the United Kingdom, the United States, the Philippines, and the United Arab Emirates.

VivoPowerwas incorporated on February 1, 2016, under the laws of England and Wales, with company number 09978410, as a public company limitedby shares. VivoPower recertified as a B Corporation in 2022 and was recognized in the Best For The World program as being in the top5% amongst B Corporations for Governance.

Managementanalyses the business in five segments: Electric Vehicles, Solar Development, Sustainable Energy Solutions, Critical Power Services andCorporate Office.

ElectricVehicles

Temboe-LV B.V. (“Tembo”) is the electric vehicle business unit and brand of VivoPower. It has operating subsidiaries in the Netherlands,Australia, the United Arab Emirates and Asia. Founded in the Netherlands in 1969, as a specialist off-road vehicle ruggedisation andmodification company, Tembo now designs and develops of electric battery conversion kits to replace internal combustion engines (“ICE”)in light utility vehicle fleets, particularly for the mining sector. VivoPower first acquired a shareholding in Tembo in October 2020before securing full control in February 2021. Since then, the Tembo business has been transformed into a global business and brand withpartners and customers globally.

Today,Tembo has three divisions and product lines being the Electric Utility Vehicle (“EUV”) conversion kits for mining and otheroff-road and ruggedised or customised on-road applications, the Public Utility Vehicle (“PUV”) electric powertrain conversionkits for the jeepneys in the Philippines and the recently established full Tembo OEM light utility pick up truck range called the TemboTuskers (“Tuskers”).

Tembo’scustomers and partners are located across the globe and span a broad spectrum of sectors including mining, infrastructure, construction,government services, humanitarian aid, tourism and agriculture.

SustainableEnergy Solutions

VivoPower’sSustainable Energy Solutions (“SES”) segment designs, evaluates, sells, and implements renewable energy infrastructure. Thissegment complements our electric vehicle offerings, enabling clients to adopt comprehensive decarbonization measures through on-siterenewable generation, batteries and microgrids, EV charging stations, emergency backup power solutions and digital twin technology.

CriticalPower Services

VivoPower’sCritical Power Services business was known as Aevitas. Aevitas was a key player in the manufacture, distribution, installation and servicingof critical energy infrastructure solutions. Its portfolio spans the design, procurement, installation, and upkeep of power and controlsystems, including those catering to utility and industrial scale solar farms. Under Aevitas, there were three operating companies, J.A.Martin Electrical, NDT Services and Kenshaw Electrical. J.A. Martin and NDT Services were sold in July 2022 and Kenshaw Electrical wassold in July 2024. VivoPower is completing a restructure of Aevitas given it is now a discontinued operation.

SolarDevelopment

VivoPower’sportfolio of U.S. solar projects is held in its wholly owned subsidiary, Caret, LLC (“Caret”).

Thissegment has historically been characterized as the Solar Development segment and encompassed the Company’s solar development activitiesin the U.S. and Australia. The Company no longer has solar development activities in Australia following the sale of its interests insolar farm projects in FY2021.

InOctober 2023, VivoPower announced its board approved a plan to spin off the majority of its Caret business unit’s portfolio, comprisingup to ten solar projects totaling 586MW-DC. This excluded two projects committed to a joint venture. VivoPower shareholders had approvedthis spinoff during the November 2022 Annual General Meeting (AGM.

VivoPower’sfocus for its solar development business remains to monetise its portfolio of US solar projects, with the aim of using any funds generatedto be redeployed to its Electric Vehicle and Sustainable Energy Solutions business units.  

RecentDevelopments

OnOctober 4, 2023, VivoPower announced 1-for-10 Reverse Stock Split.    

OnOctober 31, 2023, VivoPower announced the establishment of a Board-led ‘Illegal Market Manipulation Task Force’ to addressalleged market manipulation involving its stock. This action includes collaborating with regulators and engaging an external forensicinvestigation firm, as well as UK and US legal counsel. The company suspects a coordinated scheme to artificially depress its stock price.VivoPower and its Board remain committed to upholding the highest standards of governance for the benefit of its stakeholders.

OnNovember 14, 2023, VivoPower initiated a “sum of the parts” strategic value maximization review, prompted by inbound M&Aexpressions of interest for Tembo and Aevitas Kenshaw.

OnApril 2, 2024, VivoPower signed a heads of agreement to merge Tembo with Nasdaq-listed Cactus Acquisition Corp. 1 Limited (“CCTS”)at a pre-money equity value of US$838 million. Should this merger be consummated, it will result in Tembo becoming a separate listedcompany on Nasdaq. However, it is expected that VivoPower will continue to be the major shareholder and on that basis, Tembo will continueto be a controlled entity of VivoPower and consolidated in its financial statements. The merger is targeted to be completed by November2024.

OnApril 3, 2024, VivoPower announced a capital management strategy including a stock buyback program authorized to purchase up to $5 millionof its outstanding common stock, expiring April 3, 2025. This program will be funded by proceeds from business and asset divestitures.The buyback is subject to market conditions, legal requirements, shareholder approval, and other considerations, and can be modifiedby the Board at any time. Repurchases may be made in the open market or through privately negotiated transactions.

OnApril 8, 2024, VivoPower announced that its subsidiary Tembo met all milestones to secure the final $2.5 million investment from a UAE-basedprivate investment office backed by a member of the Al Maktoum family. This brings the total investment to $10 million at a pre-moneyvaluation of $120 million.

OnMay 29, 2024, VivoPower announced that its subsidiary, Tembo, has launched a fully electric OEM pickup utility vehicle. This strategicdevelopment allows Tembo to bypass the capex-intensive assembly process and accelerate revenue generation. The new vehicle features arange from 330 km on a single charge, 1-tonne payload capacity, and unbraked towing capacity of 750 kg. Initial orders have been secured,with full homologation expected by July 2024. This initiative significantly expands Tembo’s B2B market and complements its existingEUV conversion kit program, while reducing direct costs for both EUV and jeepney programs.

OnJuly 2, 2024, VivoPower announced that its subsidiary, Tembo, agreed to a one-month extension of its exclusive heads of agreement withNasdaq-listed Cactus Acquisition Corporation I (CCTS) to July 31, 2024. This extension provides additional time to finalize the definitivebusiness combination agreement and the independent fairness opinion related to the proposed transaction.

OnJuly 7, 2024, as part of the Company’s previously announced strategic focus on its fast-growing business units being Electric Vehiclesand Sustainable Energy Solutions, the Company announced the sale of its non-core business unit, Kenshaw Electrical, for gross considerationof approximately A$5.0 million. By divesting non-core assets, VivoPower can concentrate on advancing its core sustainable energy solutionsand electric vehicle businesses.

OnJune 28, 2024, VivoPower signed an amendment and extension to its $34 million shareholder loan financing agreement with AWN HoldingsLimited. The agreement consolidates all shareholder loans into a single tranche and reclassifies them as non-current, improving VivoPower’sbalance sheet. AWN receives an option to acquire 1,150,000 Tembo shares post-business combination with Cactus Acquisition Corp 1 Limitedat $1.35 per share.

CorporateInformation

VivoPowerInternational PLC, a public limited company incorporated under the laws of England, was formed on February 1, 2016. Our registered andprincipal executive offices are located at The Scalpel, 18th Floor, 52 Lime Street, London, U.K. Our general telephone number is +44-203-667-5158and our internet address is http://www.vivopower.com. Our website and the information contained on or accessible through our websiteare not part of this prospectus, and our website address is included in this document as an inactive textual reference only. Our agentfor service of process in the United States is Corporation Service Company, 251 Little Falls Drive Wilmington, DE 19808.

VivoPower,the VivoPower logo and other trademarks or service marks of VivoPower International PLC including Tembo appearing in this prospectusare the property of VivoPower International PLC. Trade names, trademarks and service marks of other companies appearing in this prospectusare the property of their respective owners. Solely for convenience, the trademarks, service marks and trade names referred to in thisprospectus are without the ® and ™ symbols, but such references are not intended to indicate, in any way, that we will notassert, to the fullest extent under applicable law, our rights to these trademarks, service marks and trade names.

Implicationsof Being a Foreign Private Issuer

Weare a “foreign private issuer” as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).As a foreign private issuer under the Exchange Act, we are exempt from certain rules under the Exchange Act, including the proxy rules,which impose certain disclosure and procedural requirements for proxy solicitations. Moreover, we are not required to file periodic reportsand financial statements with the SEC as frequently or as promptly as domestic U.S. companies with securities registered under the ExchangeAct, and we are not required to comply with Regulation FD, which imposes certain restrictions on the selective disclosure of materialinformation. In addition, our officers, directors, and principal shareholders will be exempt from the reporting and “short-swing”profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases andsales of our Ordinary Shares.

TheNasdaq Listing Rules allow foreign private issuers, such as us, to follow home country corporate governance practices (in our case theU.K.) in lieu of the otherwise applicable Nasdaq corporate governance requirements, subject to certain exceptions and except to the extentthat such exemptions would be contrary to U.S. federal securities laws. We currently do not intend to take advantage of any such exemptions.

RiskFactor Summary

Aninvestment in our securities involves a high degree of risk. A summary of the risk categories that affect us is set out below. Theserisks are discussed more fully in the “Risk Factors” section immediately following this Prospectus Summary.

Risksrelated to our business and operations

Risksrelated to raising of capital and financing

Risksrelated to ownership of our Ordinary Shares

Risksrelated to climate, economic and geopolitical factors

Risksrelated to information systems, internal controls, cybersecurity, record keeping and reporting

Risksrelated to regulations and governance

Risksrelated to attracting and retaining talent

Risksrelated to this offering

THEOFFERING

Thenumber of our Ordinary Shares to be outstanding after this offering is based on 4,439,733 of our Ordinary Shares outstanding as of June30, 2024, and excludes the following:

RISKFACTORS

Investingin our Ordinary Shares involves a high degree of risk. You should carefully consider and evaluate all of the information contained inthis prospectus before you decide to purchase our securities. Any of the risks and uncertainties set forth below could materially andadversely affect our business, results of operations and financial condition, which in turn could materially and adversely affect thevalue of any securities offered by this prospectus. As a result, you could lose all or part of your investment.

Risksrelated to our business and operations  

Ouroperational and financial results may vary significantly from period to period due to fluctuations in our operating costs and other factors.

Inorder to facilitate the growth of our Sustainable Energy Solutions (“SES”) strategy, we will need to make significant investmentsof both an operational expenditure and a capital expenditure nature.

Wemay not be profitable from period to period because we do not know the rate at which our revenue will grow, if it will grow at all, andwe do not know the rate at which we will incur expenses. If we do achieve profitability, we may not be able to sustain or increase profitabilityon a quarterly or annual basis. Our revenue and operating results are difficult to predict and may vary significantly from period toperiod. Sustained losses could have a material adverse effect on our business, financial condition or results of operations.

Weexpect our period to period financial results to vary based on our operating costs, which we anticipate will fluctuate as the pace atwhich we continue to design, develop and manufacture new products and to increase production capacity by expanding our current manufacturingfacilities and adding future facilities. Additionally, our revenues from period to period may fluctuate as we introduce existing productsto new markets for the first time and as we develop and introduce new products. Moreover, our financial results may not meet expectationsof equity research analysts, ratings agencies or investors, who may focus on short-term financial results. Accordingly, the trading priceof our stock could decline substantially, either suddenly or over time.

Weexpect to require additional financing to execute our strategy to operate and grow our business and additional requisite funding maynot be available to us when we need or want it.

Ouroperations and our future plans for expansion are capital intensive requiring significant investment in operational expenditures andcapital expenditures to realize the growth potential of our electric vehicle, critical power services, sustainable energy solutions andsolar development businesses. In addition, we are subject to substantial and ongoing administrative and related expenses required tooperate and grow a public company. Together these items impose substantial requirements on our cash flow and the specific timing of cashinflows and outflows may fluctuate substantially from period to period. As a result, we expect to require some combination of additionalfinancing options in order to execute our strategy and meet the operating cash flow requirements necessary to operate and grow our business.We may need or want to raise additional funds through the issuance of equity, equity-related or debt securities or through obtainingcredit from financial institutions to fund, together with our principal sources of liquidity, the costs of developing and manufacturingour current or future products, to pay any significant unplanned or accelerated expenses or for new significant strategic investments,or to refinance our significant consolidated indebtedness, even if not required to do so by the terms of such indebtedness. We may notbe able to obtain the additional or requisite funding on favorable terms when required, or at all, in order to execute our strategicdevelopment plans or to meet our cash flow needs. Our inability to obtain funding or engage in strategic transactions could have a materialadverse effect on our business, our strategic development plan for future growth, our financial condition, and our results of operations.

Ifwe continue to experience losses and we are not able to raise additional financing to grow the revenue streams of the Company to becomeprofit making, or generate cash through sales of assets, we may not have sufficient liquidity to sustain our operations and to continueas a going concern.

Weexperienced a loss of $24.3 million, $22.1 million and $8.0 million for the years ended June 30, 2023, 2022 and 2021, respectively. Forthe half years ended 31 December 2023, 2022 and 2021 we experienced losses of $7.8 million, $11.2 million and $10.2 million, respectively. If we are unable to generate sufficient revenue from the operation of our businesses, grow our electric vehicle sales, and generate salesof SES projects, or if we are unable to reduce our expenses sufficiently, we may continue to experience substantial losses.

Theaccompanying consolidated financial statements are prepared on a going concern basis and do not include any adjustments that result fromuncertainty about our ability to continue as a going concern. However, if losses continue, and if we are unable to raise additional financingon sufficiently attractive terms or generate cash through sales of solar projects or other material assets or other means, then we maynot have sufficient liquidity to sustain our operations and may not be able to continue as a going concern. Similarly, the report ofour independent registered public accounting firm on our consolidated financial statements as of and for the year ended June 30, 2023includes an explanatory paragraph indicating that a material uncertainty exists which may cast material doubt on the group’s abilityto continue as a going concern if it is unable to secure sufficient funding. Our consolidated financial statements do not include anyadjustments that might result from the outcome of this uncertainty.

Ifwe fail to meet changing customer demands, we may lose customers and our sales could suffer.

Theindustry in which we operate changes rapidly. Changes in our customers’ requirements result in new and more demanding technologies,product specifications and sizes, and manufacturing processes. Our ability to remain competitive will depend upon our ability to developtechnologically advanced products and processes. We must continue to meet the increasingly sophisticated requirements of our customerson a cost-effective basis. We cannot be certain that we will be able to successfully introduce, market and cost-effectively source anynew products, or that we will be able to develop new or enhanced products and processes that satisfy customer needs or achieve marketacceptance. Any resulting loss of customers could have a material adverse effect on our business, financial condition or results of operations

Weface competition in the markets, industries and business segments in which we operate, which could adversely affect our business, operatingresults, financial condition and future prospects.

Weface competition in each of the business segments and jurisdictions in which we operate. Some of our competitors (i) have more financial,technological, engineering and manufacturing resources than we do to develop products, services and solutions that may compete favorablyagainst our products; (ii) are developing or are currently producing products, services and solutions based on new technologies thatmay ultimately have costs similar to or lower than ours; (iii) have government-backed financial resources or parent companies with greaterdepths of resources than are available to us; (iv) have access to a lower cost of capital than we do; (v) have stronger distributionpartnerships and channels than we do, enabling access to larger customer bases; and (vi) may have longer operating histories, greatername and brand recognition and greater economies of scale than we do.

Inaddition, new competitors or alliances among existing competitors could emerge and rapidly acquire significant market share, adverselyimpacting our business in the process.

Weexpect that our competitors will continuously innovate to improve their ability to deliver products, services and solutions to meet customerdemands. Should we fail to compete effectively, this could have a material adverse effect on our business, results of operations andfinancial condition.

Ourinability to protect our intellectual property could adversely affect our business. We may also be subject to intellectual property rightsclaims by third parties, which are extremely costly to defend, could require us to pay significant damages and could limit our abilityto use certain technologies.

Anyfailure to protect our proprietary rights adequately could result in our competitors offering similar sustainable energy solutions morequickly than anticipated, potentially resulting in the loss of some of our competitive advantage and a decrease in our revenue whichwould adversely affect our business prospects, financial condition and operating results. Our success depends, at least in part, on ourability to protect our core technology and intellectual property. We rely on intellectual property laws, primarily a combination of copyrightand trade secret laws in the U.S., U.K., Europe, United Arab Emirates and Australia, as well as license agreements and other contractualprovisions, to protect our proprietary technology and brand. We cannot be certain our agreements and other contractual provisions willnot be breached, including a breach involving the use or disclosure of our trade secrets or know-how, or that adequate remedies willbe available in the event of any breach. In addition, our trade secrets may otherwise become known or lose trade secret protection.

Wecannot be certain our products and our business do not or will not violate the intellectual property rights of a third party. Third parties,including our competitors, may own patents or other intellectual property rights that cover aspects of our technology or business methods.Such parties may claim we have misappropriated, misused, violated or infringed upon third-party intellectual property rights and if wegain greater recognition in the market, we face a higher risk of being the subject of claims we have violated others’ intellectualproperty rights. Any claim we violated a third party’s intellectual property rights, whether with or without merit, could be time-consuming,expensive to settle or litigate and could divert our management’s attention and other resources, all of which could adversely affectour business, results of operations, financial condition and cash flows. If we do not successfully settle or defend an intellectual propertyclaim, we could be liable for significant monetary damages and could be prohibited from continuing to use certain technology, businessmethods, content or brands. To avoid a prohibition, we could seek a license from third parties, which could require us to pay significantroyalties, increasing our operating expenses. If a license is not available at all or not available on commercially reasonable terms,we may be required to develop or license a non-violating alternative, either of which could adversely affect our business, results ofoperations, financial condition and cash flows.

Ourbrand and reputation are key assets of our business, and if our brand or reputation is damaged, our business and results of operationscould be materially adversely affected.

Ifwe fail to deliver our renewable products, critical power services and electric vehicle (“EV”) conversion kits within plannedtimelines and contracted obligations, or our products and services do not perform as anticipated, or if we materially damage any of ourclients’ properties, or cancel projects, our brand name and reputation could be significantly impaired. If customers or potentialcustomers have or develop a less favorable view of our brand or reputation, for the reasons stated above or for any other reason, itcould materially adversely affect our business, results of operations and financial condition.

Ourfuture business depends in part on our ability to make strategic acquisitions, investments and divestitures and to establish and maintainstrategic relationships, and our failure to do so could have a material and adverse effect on our market penetration and revenue growth.

Wefrequently look for and evaluate opportunities to acquire other businesses, make strategic investments or establish strategic relationshipswith third parties to improve our market position or expand our products and services. When market conditions permit and opportunitiesarise, we may also consider divesting part of our current business to focus management attention and improve our operating efficiency.Investments, strategic acquisitions and relationships with third parties could subject us to a number of risks, including risks associatedwith integrating their personnel, operations, services, internal controls and financial reporting into our operations as well as theloss of control of operations that are material to our business. If we divest any material part of our business, we may not be able tobenefit from our investment and experience associated with that part of the business and may be subject to intensified concentrationrisks with less flexibility to respond to market fluctuations. Moreover, it could be expensive to make strategic acquisitions, investments,divestitures and establish and maintain relationships, and we may be subject to the risk of non-performance by a counterparty, whichmay in turn lead to monetary losses that materially and adversely affect our business. We cannot assure you that we will be able to successfullymake strategic acquisitions and investments and successfully integrate them into our operations or make strategic divestitures or establishstrategic relationships with third parties that will prove to be effective for our business. Our inability to do so could materiallyand adversely affect our market penetration, our revenue growth and our profitability.

Additionally,any acquisition involves potential risks, including, among other things:

Ourinsurance coverage strategy may not be adequate to protect us from all business risks.

Wemay be subject, in the ordinary course of business, to losses resulting from products liability, accidents, acts of God and other claimsagainst us, for which we may have no insurance coverage. Additionally, the policies that we do have may include significant deductiblesor self-insured retentions, policy limitations and exclusions, and we cannot be certain that our insurance coverage will be sufficientto cover all future losses or claims against us. A loss that is uninsured or which exceeds policy limits may require us to pay substantialamounts, which may harm our business, operating results and financial condition.

Ouroperations may be adversely affected by failure to maintain or renegotiate distribution, supply, manufacturing or license agreementson favorable terms

Wehave distribution, supply, manufacturing and license agreements for our businesses. These agreements vary depending on the particularbusiness, but tend to be for a fixed number of years. There can be no assurance that our businesses will be able to renegotiate rightson favorable terms when these agreements expire or that they will not be terminated. Failure to renew these agreements on favorable terms,or any disputes with distributors of our businesses’ products or suppliers of materials, could have an adverse impact on our businessand financial results.

Inparticular in the case of Tembo we depend on suppliers for the components of our kit to maintain or improve their prices as volumes orderedincrease and to deliver their products to Tembo within agreed timeframes. There can be no assurance that our volumes of orders and oursuppliers’ pricing and lead times will be aligned with our agreements or forecast, which may have an adverse impact on our businessand financial results.

Wemay incur unexpected warranty and performance guarantee claims that could materially and adversely affect our financial condition orresults of operations.

Inconnection with our products and services, we may provide various system warranties and/or performance guarantees. While we generallyare able to pass through manufacturer warranties we receive from our suppliers to our customers, in some circumstances, our warrantyperiod may exceed the manufacturer’s warranty period, or the manufacturer warranties may not otherwise fully compensate for lossesassociated with customer claims pursuant to a warranty or performance guarantee we provided. For example, most manufacturer warrantiesexclude many losses that may result from a system component’s failure or defect, such as the cost of de-installation, re-installation,shipping, lost electricity, lost renewable energy credits or other solar incentives, personal injury, property damage, and other losses.In addition, in the event we seek recourse through manufacturer warranties, we will also be dependent on the creditworthiness and continuedexistence of these suppliers. These risks are exacerbated in the event such manufacturers cease operations or fail to honor their warranties.

Asa result, warranty or other performance guarantee claims against us that exceed reserves could cause us to incur substantial expenseto repair or replace defective products. Warranty reserves include management’s best estimates of the projected costs to repairor to replace items under warranty, which are based on actual claims incurred to date and an estimate of the nature, frequency and costsof future claims. Such estimates are inherently uncertain and subject to change based on our historical or projected experience. Significantrepair and replacement costs could materially and negatively impact our financial condition or results of operations, as well divertemployee time to remedying such issues. In addition, quality issues can have various other ramifications, including delays in the recognitionof revenue, loss of revenue, loss of future sales opportunities, increased costs associated with repairing or replacing products, anda negative impact on our reputation, any of which could also adversely affect our business or operating results.

Ourgroup SES strategy, including electric vehicles and electrical services to the solar power industry market, may not be successful, coulddisrupt our existing operations and increase costs, decrease profitability and reduce cash flows across the group.

Ourstrategy is to focus on delivering end-to-end sustainable energy solutions to corporate customers (including electric vehicles and electricalservices to the solar power industry market) to help them accelerate achievement of their net zero carbon goals.

Therecan be no assurance that the SES strategy will succeed, especially as it is a new business model. For example, there may not be enoughcustomers who engage us to deliver full end-to-end SES solutions to drive the growth that our management is targeting. We may not beable to perfect solutions that meet the expectations of customers, and we may be surpassed by competitors with better technologies. Wemay not be able to scale up Tembo appropriately or sufficiently integrate it with our existing business operations.

Thenew SES strategy may transform our growth trajectory but in doing so it will involve significant investment and place strain on our financialand management resources, as well as our business and compliance systems, people and processes. We may not be able to scale up our systems,hire enough people and upgrade our processes effectively so as to realize this growth. If we fail to achieve the targeted growth uponwhich our investments are made, this could have a material adverse effect on our business, results of operations and financial condition.

Anyof the above could have a material adverse effect on our business, results of operations and financial condition.

Ourability to scale up Tembo, our commercial EV segment, is dependent on securing new business opportunities and orders, meeting the requirementsof customers and the timely delivery of orders across different market sectors.

Weplan to expand significantly in the commercial electric vehicle market, providing electric utility vehicles (“EUV”) witha key focus initially on servicing EUV customers in the mining, infrastructure, government services, humanitarian, tourism, and utilitiessectors. As we look to develop these opportunities, monetise our pipeline and secure firm orders, we will incur increased operationalexpenditures and capital expenditures that may impact our profitability and cash flows.

Wewill continue to be engaged in product innovation with Tembo as we look to introduce new products, including EUV conversion kits witha longer range and/or greater payload capacity. To the extent that such innovation does not successfully meet regulatory requirements,quality and safety standards and/or customer expectations more generally, future sales could be impaired.

Followingthe acquisition of Tembo, we signed distribution agreements with a number of partners in North America, Australia, the Middle East, Africa,Southeast Asia and Europe to sell Tembo EUV conversion kits. If Tembo is not able to meet the technical specifications, quality and safetystandards of our customers and partners, this will have a material adverse effect on Tembo’s brand, reputation, revenue and futureprospects. Furthermore, if Tembo is unable to fulfill product delivery volumes in accordance with timelines agreed with our customersand partners, this could have a material adverse effect on future sales, operating results and the financial condition of the business.

Thefuture growth and success of Tembo is dependent upon acceptance of its zero-emission specialist battery-electric off-road vehicle kitsamongst key target customers in the mining, infrastructure, government services, humanitarian, tourism and utilities sectors.

Ourstrategy for Tembo is to focus its vehicle fleet electrification efforts on the ruggedized, customized and off-road segments of the electricvehicle market including for the mining, infrastructure, government services, humanitarian, tourism and utilities sectors. This marketis relatively new, rapidly evolving, and characterized by rapidly changing technologies, new competitors, evolving government regulationand industry standards, frequent new vehicle announcements and changing consumer demands and behaviors. If this market does not developas we expect or develops more slowly than we expect, our business, results of operations, financial condition and prospects will be materiallyadversely affected.

Factorsthat may influence the market acceptance of new zero-emission vehicles and the conversion of existing vehicles to zero-emission electricvehicles include:

Theinfluence of any of the factors described above may cause current or potential customers not to purchase Tembo’s electric vehicles,which would materially adversely affect our business, results of operations, financial condition and prospects.

Tembofaces certain operational risks as it seeks to scale up its assembly and delivery capabilities and if it fails to execute properly, thiswill expose us to material losses and compromise our cash flows.

TheTembo business faces operational risks as a maker of battery-electric ruggedized and off-road vehicles embarking on a scale up of itsassembly and delivery capabilities. These risks include:

Constantinnovation and product development is required for Tembo to ensure it remains competitive and relevant.

Tembooperates in a market that is relatively new, rapidly evolving, and characterized by rapidly changing technologies, new competitors, evolvinggovernment regulation and industry standards, frequent new vehicle announcements and changing consumer demands and behaviors. In orderto stay competitive and relevant, it needs to continuously innovate and invest in product development and new technologies.

Inparticular, we are in the process of testing EV conversion kits with new battery platforms. Our ability to execute on the research, developmentand design of the EV conversion kit within the intended time and budget is key to deliver to our distribution partners and customersin accordance with our existing and upcoming agreements and to grow revenues at Tembo.

IfTembo fails to innovate and evolve to meet customer demands and stay ahead of competing technologies and companies, it may become obsoleteor non-competitive. This would have a material adverse effect on our business, results of operations and financial condition.

Ifthe Tembo business does not perform in line with our expectations, we may be required to write-down the carrying value of our investment,including goodwill and intangible assets.

UnderIFRS, we are required to test the carrying value of long-term assets or cash-generating units for impairment at least annually and morefrequently if we have reason to believe that our expectations for the future cash flows generated by these assets may no longer be valid.If the results of operations and cash flows generated by Tembo are not in line with our expectations, we may be required to write-downthe carrying value of the investment. Any write-down could materially affect our business, financial condition and results of operations.

Themarket value of our investment in our SES assets may decrease, which may cause us to take accounting charges or to incur losses if wedecide to sell them following a decline in their values.

Thefair market value of investments we have made in our U.S. solar projects may decline. The fair market values of the investments we havemade or may make in the future may increase or decrease depending on a number of factors, many of which are beyond our control, includingthe general economic and market conditions affecting the renewable energy industry, wholesale electricity prices, expectations of futuremarket electricity prices, land owners’ expectations on terms of their leases, availability of alternative opportunities to landowners, unforeseen development delays, unfavorable project development costs, prohibitive deposit requirements by power offtakers andutilities for interconnection, and long-term interest rates.

Anydeterioration in the market values of our investments could cause us to record impairment charges in our financial statements, whichcould have a material adverse effect on our business, financial condition and results of operations. If we sell any of our investmentswhen prices for such investments have fallen, the sale may be at less than the investments’ carrying value on our financial statements,which could result in a loss, which could also have a material adverse effect on our business, financial condition and results of operations.

Wehave a limited operating track record in the development and sale of SES solutions and, as a result, we may not be successful developingand scaling up this business segment profitably.

TheSES business segment aims to deliver solutions that combine electrification of customers’ light commercial vehicles; the design,development, construction and electrification of renewable energy powered sites that address customers’ critical power requirements(which will typically involve a solar power system, microgrid and charging stations); and the reuse or recycling of batteries from fleetsof electric vehicles once the batteries reach the end of their useful life for vehicle applications.

Wehave experience in developing, financing and building solar power systems. However, we have limited experience and track record in combiningthis experience to develop and offer a complete SES solution with electric vehicles, renewable microgrids, battery recycling and reuseand we are still in the process of developing such capabilities.

Shouldwe fail to appropriately scale up the SES business segment, we may incur operating losses that reduce our cash flows and have a materialadverse effect on our financial condition.

OurAustralian critical power services workforce and our Netherlands electric vehicle workforce may become unionized, resulting in highercosts of operations and reduced labor efficiency.

Asmall number of our critical power services workforce is currently unionized. The critical power services business in Australia representsthe largest proportion of our workforce. This part of our business operates in the Hunter Valley region of Australia whose economy ispredominately driven by the mining industry and many businesses in the area are unionized. In periods of strong growth and activity inthe mining sector, such as has been experienced over the past five years, the labor market usually becomes extremely competitive, whichmay entice our workforce to seek collective bargaining through union representation. Unionization of our critical power services workforcecould result in additional costs for industrial relations, legal and consulting services, higher labor rates, new requirements for additionalemployment benefits, more restrictive overtime rules, and less flexible work scheduling, all of which could result in a significant increasein the cost of labor and the requirement for additional labor to maintain existing productivity.

OurNetherlands workforce for our electric vehicles business segment is currently not unionized. However, as we grow that workforce, someof the expanded workforce may be unionized.

Shouldsuch increased unionization occur, it could have a material adverse effect on our business, financial condition or results of operation.

Developmentand sales of our solar projects may be delayed or may not be fully realized, which could have a material adverse effect on our financialcondition, results of operations or cash flows.

Inthe U.S., we have a portfolio of 10 utility-scale solar projects under development, with total power generating capacity of 586 MW-DC.These projects are at varying stages of development and will take many months or even years to complete and sell. The successful developmentand sale of these projects is subject to a range of risks and uncertainties, including risks and uncertainties relating to economic andmarket conditions, political and regulatory conditions, and business and other factors beyond our control.

Inaddition, the attractiveness of these projects to potential purchasers is subject to numerous risks, including: (i) unfavorable changesin forecast construction costs; (ii) engineering or design problems; (iii) problems with obtaining permits, licenses, approvals or propertyrights necessary or desirable to consummate the projects; (iv) interconnection or transmission related issues; (v) environmental issues;(vi) force majeure events; (vii) access to project financing (including debt, equity or tax credits) on insufficiently attractive terms;and (viii) inability to secure off-takers, including pursuant to power purchase agreements (“PPA”). Failure to secure off-takerson terms favorable to us, or at all, may render projects economically unviable. Even if we are able to secure off-takers, we may experienceextended delays in entering into PPAs for some of our solar power projects. Any delay in entering into PPAs may adversely affect ourability to secure the cash flows generated by such projects and impact the economics of those projects. Furthermore, any PPAs may besubject to price adjustments over time. If the price under any of our solar project PPAs is reduced below a level that makes a projecteconomically viable, our financial conditions, cash flows and results of operations could be materially adversely affected.

Accordingly,the actual amount of proceeds from sales realized and the actual periods during which these proceeds are realized may vary substantiallyfrom our plans and projections. Our inability to realize some or all of the cash from the sale of solar projects could have a materialadverse effect on our financial condition, results of operations or cash flows and create a risk that we will not be able to continueas a going concern.

Risksrelated to raising of capital and financing

Wemay not be able to generate sufficient cash flow to service all our indebtedness, any additional debt we may incur and our other ongoingliquidity needs, and we may be forced to take other actions to satisfy our obligations under our indebtedness or any additional debtwe may incur, which may not be successful.

Forthe unaudited half-year period ending December 31, 2023, debt obligations amounted to $33.2 million, compared to June 30, 2023, wherewe had an aggregate of $32.4 million in debt obligations. Our ability to make scheduled payments on or to refinance our debt obligationsand to fund our ongoing liquidity needs depends on our financial condition and operating performance, which is subject to prevailingeconomic and competitive conditions and to certain financial, business and other factors beyond our control. There can be no assurancethat we will maintain a level of cash flow from operating activities or that future borrowings will be available to us in an amount oron terms sufficient to permit us to pay the principal and interest on our indebtedness. If our cash flow and capital resources are insufficientto fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, sell material assets,or to seek additional capital or restructure or refinance our indebtedness. These alternative measures may not be successful and maynot permit us to meet our scheduled debt service obligations.

Wecould also face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt serviceand other obligations or risk not being able to continue as a going concern. In addition, we may be able to incur additional indebtednessin the future. If new indebtedness is added to our current debt levels, the related risks that we now face could intensify. Any of theforegoing could have a material adverse effect on our business, financial condition, results of operations or prospects.

Ifwe fail to adequately manage our planned growth, our overall business, financial condition and results of operations could be materiallyadversely affected.

Weare targeting significant growth across our businesses over the next 5 years, underpinned by strong industry tailwinds including theelectrification of fleet vehicles, the adoption and acceleration of net zero carbon goals by corporate customers, and growth of the renewableand infrastructure sectors in our key geographic markets.

Weexpect that this significant growth in activity will place significant stress on our operations, management, employee base and abilityto meet working capital requirements sufficient to support this growth over the next 12 to 36 months. Any failure to address the needsof our growing business successfully could have a material adverse effect on our business, operating results and financial condition.

Wemay be unable to obtain favorable financing from our vendors and suppliers, which could have a material adverse effect on our business,financial condition or results of operations and prospects.

Inaddition to obtaining financing from certain financial parties, we have also historically utilized financing from our vendors and suppliersthrough customary trade payables or account payables. At times, we have increased the number of days’ payables outstanding. Therecan be no assurance that our vendors and suppliers will continue to allow us to maintain existing or planned payables balances, and ifwe were forced to reduce our payables balances below our planned level without obtaining alternative financing, our inability to fundour operations would materially adversely affect our business, financial condition and results of operations. We could also face substantialliquidity problems and might be required to dispose of material assets or enter into economically unfavorable financing arrangementsto meet creditor demands or risk not being able to continue as a going concern.

Ifwe are unable to enter into new financing agreements when needed, or upon desirable terms, or if any of our current financing partnersdiscontinue or materially change our financing terms, we may be unable to finance our operations and development projects or our borrowingcosts could increase, which would have a material adverse effect on our business, financial condition and results of operations.

Wecontinue to require working capital and credit facilities to fund the growth of our critical power services businesses, and we may requireadditional working capital and credit facilities to fund the growth of the electric vehicles business and the up-front costs associatedwith the development and sale of sustainable energy solutions projects. Without access to sufficient and appropriate financing, or ifsuch financing is not available at desirable rates or on terms we deem appropriate, we would be unable to grow our business. Our abilityto obtain financing in the future depends on banks’ and other financing sources’ continued confidence in our business modeland the industries in which we operate as a whole. In addition, wholesale regulatory changes within financial services markets withinspecific jurisdictions in which we operate can affect the availability of financing for our businesses resulting from capital availabilityin the market and appetite of the market for certain industries, risks, or businesses. Changes to our business, the business of our lenders,or the financing market in a region or as a whole could result in us being unable to obtain new financing or maintain existing creditfacilities. Failure to obtain the necessary financing to fund our operations would materially adversely affect our business, financialcondition and results of operations. To date, we have obtained financing for our business from a limited number of financial parties.If any of these financial parties decided not to continue financing our business or to materially change the terms under which they arewilling to provide financing, we could be required to identify new financial parties and negotiate new financing documentation. The processof identifying new financing partners and agreeing on all relevant business and legal terms could be lengthy and could require us toreduce the rate of growth of our business until such new financing arrangements are in place. In addition, there can be no assurancethat the terms of the financing provided by a new financial party would compare favorably with the terms available from our current financingpartners. In any such case, our borrowing costs could increase, which could have a material adverse effect on our business, financialcondition, and results of operations.

Weare a holding company whose material assets consist of our holdings in our subsidiaries, upon whom we are dependent for distributions.

Weare a holding company whose material assets consist of our holdings in our subsidiaries. We do not have independent sources of revenuegeneration. Although we intend to cause our subsidiaries to make distributions to us in an amount necessary to cover our obligations,expenses, taxes and any dividends we may declare, if one or more of our operating subsidiaries become restricted from making distributionsunder the provisions of any debt or other agreements or applicable laws to which it is subject, or is otherwise unable to make such distributions,it could have a material adverse effect on our financial condition and liquidity.

Tembois currently engaged in discussions to complete a business combination with Nasdaq-listed Cactus Acquisition Corp. 1 Limited (CCTS).This process involves significant risks and uncertainties that could adversely affect our business, financial condition, results of operations,and prospects.

InApril 2024, we signed a heads of agreement to merge Tembo with CCTS at a pre-money equity valuation of US$838m. Should this merger beconsummated, it will result in Tembo becoming a separate listed company on the Nasdaq Global Market Exchange. Though the transactionis expected to close in the second half of 2024, the business combination is subject to regulatory and shareholder approvals, compliancewith applicable laws and jurisdictions, and prevailing economic and market conditions, and there is no assurance that the transactionwill be completed within the timeframe or at all.

Delaysin the completion, or the possibility of termination, of the business combination could adversely affect our financial condition, strategicgoals, and Tembo’s ability to secure additional financing. Furthermore, factors such as, but not limited to, market sentiment,regulatory developments, and legal exposures related to the business combination can influence our share price, potentially leading toincreased volatility and fluctuations prior to or upon the completion of the business combination, among other related risks. As a result,there can be no assurance that the expected benefits of the business combination will be realised, or that Tembo or the Company’sbusiness operations or financial conditions will not be adversely affected.

Risksrelated to ownership of our Ordinary Shares

Thetrading price of our Ordinary Shares is highly volatile and likely to continue to be so, presenting litigation risks.

Thetrading price of our Ordinary Shares   has been highly volatile and will likely continue to be subject to wide fluctuationsin response to various factors, most of which are beyond our control. Our Ordinary Shares have experienced an intra-day trading highof $9.90 per share and a low of $1.02 per share during FY2024. 

Thestock market in general, and the market for technology-oriented companies in particular, has experienced extreme price and volume fluctuationsthat have often been unrelated or disproportionate to the operating performance of those companies. Furthermore, short sellers and activistsmay seek to sensationalize selected news about companies, including ours, so as to influence supply and demand for the Ordinary Shares,further influencing volatility in its market price. Public perception and other factors outside of our control may additionally impactour stock price.

Followingperiods of volatility in the overall market and our share price, there is a risk that securities class action litigation may be filedagainst us. While we would defend any such actions vigorously, any judgement against us or any future stockholder litigation could resultin substantial costs and a diversion of our management’s attention and resources.

Wemay issue additional securities in the future, which may result in dilution to our shareholders and may depress our share price.

Weare not restricted from issuing additional Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares. Becausewe anticipate we will need to raise additional capital to operate and/or expand our business, we expect to conduct equity offerings inthe future.

Thereis no limit on the number of Ordinary Shares we may issue under our articles of association, however the directors’ authority toallot Ordinary Shares is limited to the extent authorized by the shareholders of the Company. On November 10, 2022, at the Company’sannual general meeting, the shareholders authorized the Company to allot shares in the Company and to grant rights to subscribe for,or to convert any security into, Ordinary Shares up to an aggregate nominal value of $180,000, such authority to expire on November 10,2027, and the shareholders waived all and any pre-emption rights in respect of the same. To the extent we conduct additional equity offerings,additional Ordinary Shares will be issued, which may result in dilution to our shareholders. The Ordinary Shares underlying our securitiesmay be eligible for public resale in the future, either pursuant to registration or an exemption from registration. Sales of substantialnumbers of shares in the public market could adversely affect the market price of our Ordinary Shares. In addition, issuances of a substantialnumber of shares will reduce the equity interest of our existing investors and could cause a change in control of our Company.

Futuresales of substantial amounts of our Ordinary Shares in the public market, or the perception that these sales could occur, could adverselyaffect the price of our Ordinary Shares and could impair our ability to raise capital through the sale of additional shares. Furthermore,the market price of our Ordinary Shares could drop significantly if our executive officers, directors, or certain large shareholderssell their shares, or are perceived by the market as intending to sell them.

Wedo not intend to pay any dividends on our Ordinary Shares at this time.

Wehave not paid any cash dividends on our Ordinary Shares to date. The payment of cash dividends on our Ordinary Shares in the future willbe dependent upon our revenue and earnings, if any, capital requirements, and general financial condition, as well as the limitationson dividends and distributions that exist under the applicable laws and regulations of England and Wales and will be within the discretionof our board of directors (the “Board”). It is the present intention of our Board to retain all earnings, if any, for usein our business operations and, accordingly, our Board does not anticipate declaring any dividends on our Ordinary Shares in the foreseeablefuture. As a result, any gain you will realize on our Ordinary Shares will result solely from the appreciation of such shares.

Wecannot assure you that our Ordinary Shares will always trade in an active and liquid public market. In addition, at times trading inour Ordinary Shares on The Nasdaq Capital Market (“Nasdaq”) has been highly volatile with significant fluctuations in priceand trading volume, and such volatility and fluctuations may continue to occur in the future. Low liquidity, high volatility, declinesin our stock price or a potential delisting of our Ordinary Shares may have a negative effect on our ability to raise capital on attractiveterms or at all and may have a material adverse effect on our operations.

Themarket price of our Ordinary Shares may be influenced by many factors, many of which are beyond our control, including those describedabove in “Risks related to our business and operations.” As a result of these and other factors, investors in our OrdinaryShares may not be able to resell their shares at or above the price they paid for such shares or at all. The market price of our OrdinaryShares has frequently been highly volatile and has fluctuated in a wide range. The liquidity of our Ordinary Shares as reflected in dailytrading volume on Nasdaq has usually been low.

Ata certain point in FY23, the trading price of our Ordinary Shares on Nasdaq fell to a minimum of $0.23 per share, and also traded toa maximum of $1.50 per share. The Company was first notified by Nasdaq that it no longer met the minimum bid price of $1.00 per sharerequirement, based on the closing bid price of the Company’s Ordinary Shares for the last 30 consecutive business days, on October28, 2022, and was given an initial 180-day period, until April 26, 2023, to regain compliance. On April 27, 2023, the Company receivedwritten notification from Nasdaq granting the Company’s request for a 180-day extension to regain compliance with Nasdaq’sminimum bid price requirement under Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). The Company wasgiven until October 23, 2023, to meet the Minimum Bid Price Requirement that the bid price of the Company’s Ordinary Shares closeat, or above, $1.00 per share for a minimum of ten consecutive business days. On October 4, 2023, the Company announced a one-for-ten(1-10) reverse stock split and par value change of its Ordinary Shares to meet with the Minimum Bid Price Requirement. Ordinary Sharesbegan trading on a post-split basis on October 6, 2023, and as of July 25, 2024, Ordinary Shares are trading at $2.49 per share.

Therecan be no assurance that the Company will be able to maintain compliance with the Minimum Bid Price Requirement or that, if the Companyreceives a delisting notice and appeals the delisting determination by Nasdaq, such appeal would be successful.

Lowliquidity, high volatility, declines in our stock price or potential delisting of our Ordinary Shares may have a material adverse effecton our ability to raise capital on attractive terms or at all and a material adverse effect on our operations.

Asa foreign private issuer whose shares are listed on Nasdaq, we may follow certain home country corporate governance practices insteadof certain Nasdaq requirements.

Asa foreign private issuer whose shares are listed on Nasdaq, we are permitted to follow certain home country corporate governance practicesinstead of certain requirements of Nasdaq. Among other things, as a foreign private issuer we may follow home country practice with regardto the composition of the Board, director nomination procedure, and quorum at shareholders’ meetings. In addition, we may followour home country law, instead of Nasdaq rules, which require that we obtain shareholder approval for certain dilutive events such asfor the establishment or amendment of certain equity based compensation plans, an issuance that will result in a change of control ofthe company, certain transactions other than a public offering involving issuances of a 20% or more interest in the company, and certainacquisitions of the stock or assets of another company. Accordingly, our shareholders may not be afforded the same protection as providedunder Nasdaq’s corporate governance requirements. For example, Nasdaq Listing Rule 5615(a)(3) permits a foreign private issuerlike us to follow home country practices in lieu of certain requirements of Listing Rule 5600, provided that certain requirements aremet. Accordingly, we have elected to follow home country practice in lieu of the requirements under Nasdaq Listing Rule 5635(d), whichrequires companies to seek shareholder approval for the issuance of securities in connection with certain transactions other than a publicoffering involving the sale, issuance or potential issuance of our Ordinary Shares at a price less than certain referenced prices, ifsuch shares equal 20% or more of the Company’s Ordinary Shares or voting power outstanding before the issuance. Instead, and inaccordance with the Nasdaq home country accommodations, we comply with applicable U.K. corporate and securities laws, which do not requireshareholder approval for such dilutive events.

Themarket price of our shares may be significantly and negatively affected by factors that are not in our control.

Themarket price of our shares may vary significantly and may be significantly and negatively affected by factors that we do not control.Some of these factors include: variance and volatility in global markets for equity and other assets; changes in legal, regulatory ortax-related requirements of governmental authorities, stock exchanges, or other regulatory or quasi-regulatory bodies; the performanceof our competitors; and the general availability and terms of corporate and project financing.

Ourlargest shareholder has substantial influence over us and its interests may conflict with or differ from interests of other shareholders.

Ourlargest shareholder AWN Holdings Limited (collectively with its affiliates and subsidiaries, “AWN”) owned approximately 20.1%of our outstanding Ordinary Shares as at June 30, 2024. Accordingly, AWN can exert substantial influence over the election of our directors,the approval of significant corporate transactions such as mergers, tender offers, and the sale of all or substantially all of our assets,the adoption of equity compensation plans, and all other matters requiring shareholder approval. The interests of AWN could conflictwith or differ from interests of other shareholders. For example, the concentration of ownership held by AWN could delay, defer, or preventa change of control of the Company or impede a merger, takeover, or other business combination, which other shareholders may view favorably.

Inaddition, AWN is our largest creditor, having provided us with a shareholder loan on a secured basis, and also some short-term loans.The principal balance on the outstanding loans with AWN, the Company’s most significant shareholder, was $29.7 million as of December31, 2023.  AWN has the ability to exert rights that are customary for a secured first ranking loan if we are in breach of covenantsor otherwise default on the loans. Any exertion of such rights may adversely affect the value of our share price.

Therights of our shareholders may differ from the rights typically offered to shareholders of a U.S. corporation.

Weare incorporated under English law. The rights of holders of our Ordinary Shares are governed by English law, including the provisionsof the Companies Act 2006, and by our Articles of Association. These rights differ in certain respects from the rights of shareholdersin typical U.S. corporations. Pursuant to the Companies Act 2006, before rights to subscribe for shares are granted, the directors musthave in place the relevant shareholder authorities to allot the shares. In addition, shareholders are required to disapply pre-emptionrights in respect of shares to be allotted as a result of such rights to subscribe. There is no requirement to seek such authority whereawards are made pursuant to an “employees’ share scheme” however, where awards are made to non-employees those willnot be made pursuant to an employees’ share scheme. The Company will however take steps to seek ratification in relation to theallotment. See “Issued Share Capital—Differences in Corporate Law”, for a description of the principal differencesbetween the provisions of the Companies Act 2006 applicable to us and, for example, the Delaware General Corporation Law relating toshareholders’ rights and protections.

Risksrelated to climate, economic and geopolitical factors

Weface risks related to natural disasters, health epidemics, such as COVID-19, and other catastrophes, which could significantly disruptour operations or compromise our business continuity.

Ourbusiness could be materially and adversely affected by natural disasters or other catastrophes, such as earthquakes, fire, floods, hail,windstorms, severe weather conditions, environmental accidents, power loss, communications failures, explosions, terrorist attacks aswell as epidemics and pandemics, including but not limited to outbreaks of avian influenza, severe acute respiratory syndrome, or SARS,Zika virus, Ebola virus, the 2019 novel coronavirus (“COVID-19”) and other similar public health emergencies.

Ourbusiness has been materially adversely affected by COVID-19 across the key markets where we have operations, including the U.K., Australia,the Netherlands, and the U.S. Due to the outbreak of COVID-19 in 2020, authorities in our key markets and globally took various emergencymeasures, including implementing travel bans, closing factories and businesses, and imposing quarantine restrictions and lockdowns. Thesemeasures prevented many of our employees from going to work, which has adversely impacted our business operations. If any of our employeesis suspected of having contracted any contagious disease, we may, under certain circumstances, be required to quarantine those employeesand the affected areas of our operations. As a result, we may have to temporarily suspend part or all of our facilities. Furthermore,authorities may impose additional restrictions on travel and transportation and implement other preventative measures in affected regionsto deal with the catastrophe or emergency, which may lead to supply chain and logistics disruption, the temporary closure of our facilitiesand declining economic activity at large. A prolonged outbreak of any health pandemic or other adverse public health developments couldhave a material adverse effect on our business operations.

Pandemic-relatedlockdowns and border closures have also caused supply chain and logistics disruption, including exacerbated port congestion and intermittentsupplier shutdowns and delays, resulting in additional expenses to expedite delivery of critical parts. Further supply chain and logisticsdisruption due to COVID-19 could have a material adverse effect on our business operations.

COVID-19has also caused delays in fulfilment of customer orders and contracted projects, which adversely affect our revenues. Although the riskmay now be subdued, the extent to which COVID-19 may continue to impact our ability to effectively operate remains uncertain. While restrictionsimposed in response to COVID-19 have eased since FY2022, the long-term economic impact of COVID-19 is still uncertain. To the extentthat lockdowns, restrictions and border controls are implemented in response to new waves of contagion from COVID-19 or to any othernovel global public health threats or fear thereof, there is significant risk that our revenues, operating results and financial conditionwill be further compromised.

Generaleconomic conditions, including levels of inflation and official interest rates in different jurisdictions in which we operate, couldadversely impact demand for our solutions, products and services.

Russia’sinvasion of Ukraine and the escalating military conflict in the region has, among other things, resulted in elevated geopolitical instabilityand economic volatility. The economic volatility attributable initially to COVID-19 and then Russia’s invasion of Ukraine is partof and contributing to a larger trend of rising inflation around the globe, which may have a significant adverse effect on economic activityand VivoPower’s business.

Givengeneral cost inflation pressures, to the extent that we are unable to fully pass on any increases in input costs including materialsand labor, this will adversely affect our profit margins, cash flows and ultimately our business, results of operations and financialcondition.

Marketinterest rates are rising in the countries in which we operate, and any further increase in interest rates may have a material adverseimpact on our businesses. For example, customers and investors would apply a higher discount rate in their decision making and this maycompromise our ability to sell SES projects and adversely impact the value of our solar projects and other assets. To the extent we areunable to mitigate these risks, there could be a material adverse effect on our business, results of operations and financial condition.

Thedemand for our solutions, products and services is influenced by macroeconomic factors such as global economic conditions, demand forelectricity, and supply and prices of other energy products, such as oil, coal and natural gas. Economic slowdowns, global, regionalor local recessions or depressions could lead to eroded confidence from our customers and decreased spending more generally, which inturn could reduce demand for the Company’s products. Unfavorable economic conditions could also negatively impact the Company’scustomers, distributors, suppliers, and financial counterparties, who may experience cash flow problems, increased credit defaults orother financial issues, in turn affecting our business, results of operations and financial condition.

Thedemand for our solutions, products and services is also affected by microeconomic factors, such as government regulations and policiesconcerning the electric vehicle industry, the electric utility industry and the renewable energy industry and more broadly, the environmentand carbon emissions.

Ourgrowth and profitability depend on the demand for and the prices of our solutions, products and services, which are underpinned by therelative cost of electricity and solar power as well as EV conversion kit components. If we experience negative macroeconomic and microeconomicconditions, our business, results of operations and financial condition may be materially adversely affected.

Commodityprices (particularly for natural gas and coal) could impact the economic viability of our businesses, in particular SES and Solar Development.

Traditionalforms of electricity generation using commodities such as natural gas and coal provide a source of competition for renewable energy,including solar power. Commodity prices are inherently volatile and from time-to-time traditional forms of generation can be cheaperand more competitive than renewable power. Increased competition caused by prolonged low commodity prices for traditional forms of generationcould adversely impact the economic viability of our SES and Solar Development business units. This has the potential to negatively impactour ability to achieve our earnings or cash flow targets, which could have a consequential material adverse effect on our business, resultsof operations and financial condition.

Ouroperations span multiple markets and jurisdictions, exposing us to numerous legal, political, operational, foreign currency exchangeand other risks that could negatively affect our operations and profitability.

Withoperations in the United States, the United Kingdom, Europe, the UAE, the Philippines and Australia, we are exposed to various financial,political and economic factors. Our customers and suppliers are also located in various countries across the world. We are subject toregulation in all of the jurisdictions in which we operate. Compliance with a variety of laws may require additional costs for sufficientcontrolling mechanisms or legal advice. Difficulties with enforcement of agreements and receivables in foreign legal systems may resultin loss of revenue, depreciations, and lower cash flows. Changes in regulatory requirements may cause, among other things, expensiveproduction reorganizations. Decision-making processes may become more complex, requiring more management resources. Trade wars, impositionof tariffs and export controls caused by geopolitical developments may impede supply chains and customer deliveries. In addition, thecirculation of goods which are vital to our business success due to our international orientation can been adversely affected by pandemicssuch as COVID-19.

Wecontinue to explore expansion of our international operations in certain markets where we currently operate and in selected new or developingmarkets. New markets and developing markets can present many risks including the actions and decisions of local and national authoritiesand regulators, the imposition of limits on foreign ownership of local companies, changes in laws (including tax laws and regulations)as well as their application or interpretation, civil disturbances and political instability, difficulties in protecting intellectualproperty, fluctuations in the value of the local currency, restrictions that prevent us from transferring funds from these operationsout of the countries in which they operate or converting local currencies we hold into U.S. dollars, British Pounds or other currencies,as well as other adverse actions by governmental authorities and regulators, such as the retroactive application of new requirementson our current and prior activities or operations. Additionally, evaluating or entering into a developing market may require considerabletime from management, as well as start-up expenses for market development before any significant revenues and earnings are generated.Engaging with foreign representatives and consultants may be vital for the success of our operations in certain countries and hence createa significant dependency on their abilities. Operations in new markets may achieve low margins or may be unprofitable, and expansionin existing markets may be affected by local political, economic and market conditions. As we continue to operate our business internationally,our success will depend, in part, on our ability to anticipate and effectively manage these and other related risks. The impact of anyone or more of these or other factors could adversely affect our business, financial condition or results of operations.

Wegenerate revenues and incur costs in a number of currencies. Changes in economic or political conditions in any of the countries in whichwe operate could result in exchange rate movement, new currency or exchange controls or other restrictions being imposed on our operationsor expropriation. Because our financial results are reported in U.S. dollars, if we generate revenue or earnings in other currencies,the translation of those results into U.S. dollars can result in a significant increase or decrease in the amount of those revenues orearnings.

Foreignexchange rates have seen significant fluctuation in recent years, and significant increases in the value of the U.S. dollar relativeto foreign currencies could have a material adverse effect on the Group’s (as defined below) reported financial results.

Seasonalvariations in demand linked to construction cycles and weather conditions may influence our results of operations and severe weather,including extreme weather conditions associated with climate change, may negatively affect our operations.

Ourbusiness is subject to seasonal variations in demand linked to weather conditions. The demand for our solutions, products and servicesfrom some countries may also be subject to significant seasonality due to adverse weather conditions. Furthermore, extreme weather conditionssuch as hurricanes, droughts, heat waves, fires, winter storms and other severe weather events associated with climate change could causethese seasonal fluctuations to be more pronounced. Seasonal variations and unseasonal weather could adversely affect our results of operations,including preventing our workforce from progressing projects as planned and making them more volatile and unpredictable.

Destructioncaused by severe weather events, such as hurricanes, flooding, tornados, severe thunderstorms, snow and ice storms, can result in lostoperating revenues due to outages, property damage including downed transmission and distribution lines, and additional and unexpectedexpenses to mitigate storm damage, any of which may have a material adverse impact on our business, results of operations and financialcondition.

Adeterioration or other negative change in economic or financial conditions in the countries in which we operate or in the global financialmarkets could have a material adverse effect on our business or results of operations.

Ourbusiness depends on the availability of third-party financing on attractive terms. If a deterioration, volatility, or other negativechanges occurred in economic or financial conditions, either in the countries in which we operate or in the global financial marketsin general, our access to such financing, or the terms on which we are able to access such financing, could be significantly and negativelyaffected. Financial markets are subject to periods of substantial volatility and such volatility is difficult or impossible to predictin advance.

Ifwe are unable to secure third party financing on commercially viable terms, this could have a material adverse impact on our business,prospects, operating results and financial condition.

Risksrelated to information systems, internal controls, cybersecurity, record keeping and reporting

Ouroperations depend on proper performance of various information technology systems.

Themajority of our operational steps are covered by complex information technology (“IT”) systems and Enterprise-Resource-Planning(“ERP”) systems such as NetSuite. We rely on integrated IT systems, in particular for purposes of production planning, scheduling,control and quality assurance, recording our order intake, sales volumes and distribution, and maintaining our accounting systems. Inaddition, new IT systems are implemented continuously across our Group.

OurIT systems may fail for a number of reasons in the future. Rapid growth of our business, fire, lightning, flooding, earthquake or othernatural disasters, technological or human error or other events may cause disruptions. In addition, we may be the subject of cyber-attacksin the future, and we cannot ensure entirely that our IT security will successfully prevent such hacks, denial of service attacks, datatheft or other cyber-attacks. Our back-up systems may fail to fully protect us against the effects of such events. Consequently, anyfailure of our IT systems could lead to difficulties meeting customers’ demands, delays in delivery, less effective hedging oraccounting or risk management failures. Moreover, confidential or private information, including third-party information, may be leaked,stolen, or manipulated or compromised in other ways. In this event, we may also be subject to contractual penalties or claims for damages,administrative fines or other sanctions under secrecy, confidentiality, or data protection laws and regulations. Our insurance may notadequately cover potential damages which may reduce our customer base and ultimately result in lower revenue.

Ifwe are unable to maintain effective internal controls over financial reporting or effective disclosure controls and procedures, or ifmaterial weaknesses in our internal controls over financial reporting or in our disclosure controls and procedures develop, it couldnegatively affect the reliability or timeliness of our financial reporting and result in a reduction of the price of our Ordinary Sharesor have other adverse consequences.

Therecan be no assurance that our internal controls or our disclosure controls and procedures will provide adequate control over our financialreporting and disclosures and enable us to comply with the requirements of the Sarbanes-Oxley Act. In addition, carrying out our growthplan may require our controls and procedures to become more complex and may exert additional resource requirements in order for suchcontrols and procedures to be effective. Any material weaknesses in our internal controls over financial reporting, or in our disclosurecontrols and procedures, may negatively affect the reliability or timeliness of our financial reporting and could result in a decreasein the price of our Ordinary Shares, limit our access to capital markets, harm our liquidity or have other adverse consequences.

Theaccounting treatment for many aspects of our business is complex and any changes to the accounting interpretations or accounting rulesgoverning our business could have a material adverse effect on our reported results of operations and financial results.

Theaccounting treatment for many aspects of our business is complex, and our future results could be adversely affected by changes in theaccounting treatment applicable to our business. In particular, any changes to the accounting rules regarding the following matters mayrequire us to change the manner in which we operate and finance our business:

Securitybreaches, cyber-attacks, loss of data and other disruptions could compromise sensitive information related to our business or preventus from accessing critical information and expose us to liability, which could adversely affect our business and our reputation.

Inthe ordinary course of our business, we collect and store sensitive data, intellectual property and proprietary business informationowned or controlled by ourselves or our customers. This data encompasses a wide variety of business-critical information including researchand development information, commercial information, and business and financial information. We face four primary risks relative to protectingthis critical information: loss of access; inappropriate disclosure; inappropriate modification; and inadequate monitoring of our controlsover the first three risks.

Thesecure processing, storage, maintenance, and transmission of this critical information is vital to our operations and business strategy,and we devote significant resources to protecting such information. Although we take measures to protect sensitive information from unauthorizedaccess or disclosure, our information technology and infrastructure may be vulnerable to attacks by hackers or viruses, breaches, interruptionsdue to employee error, malfeasance, lapses in compliance with privacy and security mandates, or other disruptions. Any such breach orinterruption could compromise our networks and the information stored there could be accessed by unauthorized parties, publicly disclosed,lost, or stolen.

Anysuch security breach or interruption, as well as any action by us or our employees or contractors that might be inconsistent with therapidly evolving data privacy and security laws and regulations applicable within the United States and elsewhere where we conduct business,could result in enforcement actions by U.S. states, the U.S. federal government or foreign governments, liability or sanctions underdata privacy laws that protect personally identifiable information, regulatory penalties, other legal proceedings such as but not limitedto private litigation, the incurrence of significant remediation costs, disruptions to our development programs, business operationsand collaborations, diversion of management efforts and damage to our reputation, which could harm our business and operations. Becauseof the rapidly moving nature of technology and the increasing sophistication of cybersecurity threats, our measures to prevent, respondto and minimize such risks may be unsuccessful.

Inaddition, the European Parliament and the Council of the European Union adopted a comprehensive general data privacy regulation, or GDPR,in 2016 to replace the current European Union Data Protection Directive and related country specific legislation. The GDPR took effectin May 2018 and governs the collection and use of personal data in the European Union. The GDPR, which is wide-ranging in scope, willimpose several requirements relating to the consent of the individuals to whom the personal data relates, the information provided tothe individuals, the security and confidentiality of the personal data, data breach notification and the use of third-party processorsin connection with the processing of the personal data. The GDPR also imposes strict rules on the transfer of personal data out of theEuropean Union to the United States, enhances enforcement authority and imposes large penalties for noncompliance, including the potentialfor fines of up to €20 million or 4% of the annual global revenues of the infringer, whichever is greater. While we have taken stepsto comply with the GDPR, including such as reviewing our security procedures and entering into data processing agreements with relevantcontractors, we cannot assure you that our efforts to remain in compliance will be fully successful.

Further,unauthorized access, loss or dissemination of sensitive information could also disrupt our operations, including our ability to conductresearch and development activities, process and prepare company financial information, manage various general and administrative aspectsof our business and damage our reputation, any of which could adversely affect our reputation and our business. In addition, there canbe no assurance that we will promptly detect any such disruption or security breach, if at all. To the extent that any disruption orsecurity breach were to result in a loss of or damage to our data or applications, or inappropriate disclosure of confidential or proprietaryinformation, we could incur liability and the further development of our products could be delayed.

Wemake estimates and assumptions in connection with the preparation of our consolidated financial statements, and any changes to thoseestimates and assumptions could have a material adverse effect on our reported results of operations.

Inconnection with the preparation of our consolidated financial statements included in this prospectus, we used certain estimates and assumptions,which are more fully described in Notes 2 and 3 of the financial statements. The estimates and assumptions we use in the preparationof our consolidated financial statements affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilitiesat the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. We base ourestimates on historical experience and on various other assumptions that we believe to be reasonable, the results of which form the basisfor making judgements about the carrying values of assets and liabilities that are not readily apparent from other sources. Changes inaccounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ significantly fromour estimates. While we believe that these estimates and assumptions are reasonable under the circumstances, they are subject to significantuncertainties, some of which are beyond our control. Should any of these estimates and assumptions change or prove to have been incorrect,it could have a material adverse effect on our financial statement presentation, financial condition, results of operations and cashflows, any of which could cause our stock price to decline.

Wecurrently report our financial results under IFRS, which differs in certain significant respects from U.S. GAAP.

Wereport our financial statements under IFRS. There have been and there may be in the future certain significant differences between IFRSand U.S. GAAP, including but not limited to differences related to revenue recognition, share-based compensation expense, income tax,impairment of long-lived assets and earnings per share. As a result, our financial information and reported earnings for historical orfuture periods could be significantly different if they were prepared in accordance with U.S. GAAP. As a result, you may not be ableto meaningfully compare our financial statements under IFRS with those companies that prepare financial statements under U.S. GAAP.

Risksrelated to regulations and governance

Regulationsand policies governing the electric utility industry, as well as changes to these regulations and policies, may adversely affect demandfor our solutions, projects and services and materially adversely affect our business, results of operations and/or financial condition.

Themarket for electricity generation is heavily influenced by local country factors including federal, state and local government regulationsand policies concerning the electric utility industry, as well as policies promulgated by public utility commissions and electric utilities.These regulations and policies govern, among other matters, electricity pricing and the technical interconnection of distributed electricitygeneration to the grid. The regulations and policies also regulate net metering in the U.S., which relates to the ability to offset utility-generatedelectricity consumption by feeding electricity produced by onsite renewable energy sources, such as solar energy, back into the grid.Purchases of renewable energy, including solar power, by customers could be deterred by these regulations and policies, which could resultin a significant reduction in the potential demand for our sustainable energy solutions. Changes in consumer electricity tariffs or peakhour pricing policies of utilities, including the introduction of fixed price policies, could also reduce or eliminate the cost savingsderived from sustainable energy solutions and, as a result, reduce customer demand for our systems. Any such decrease in customer demandcould have a material adverse effect on our business, financial condition or results operations.

Regulationsand policies governing electric vehicles may materially adversely affect the adoption of electric vehicles and hence the demand for and/orfinancial viability of our electric vehicle business.

Electricvehicle sales are subject to foreign, federal, state and local laws, rules, regulations and policies which affect both demand and supply.These include incentives for purchase as well as manufacturing. Should these incentives be removed or reduced, the demand and/or supplyof electric vehicles may decline. In addition, each jurisdiction will have their own laws, rules and regulations in relation to on roadusage of electric vehicles, including homologation requirements.

Electricvehicles are also subject to industry specific laws, rules and regulations for use in different industries. For example, there are specificmining regulations which define certain technical and safety requirements that must be met in order for electric vehicles to be eligiblefor use on mine sites. Road use of our electric vehicles will also require adhering to local laws and regulations in order to be operatedon public roads.

Theselaws, rules and regulations may adversely affect the technical and economic viability of our Tembo EUV products and solutions which inturn could have a material adverse effect on our business, results of operations and financial condition.

Regulationsand policies governing solar power project development, installation and energy generation may adversely affect demand for solutions,products and services including SES, Critical Power and Solar Development.

OurSES, Critical Power and Solar Development segments each have revenue generating elements that involve solar power project and systemsdevelopment, installation and/or generation. Hence, each of these business segments are impacted by regulations and policies that affectsolar power project development, installation and generation.

Energyand electricity markets are influenced by foreign, federal, state and local laws, rules and regulations. These laws, rules and regulations,which differ across jurisdictions may affect electricity pricing and electricity generation and could have a substantial impact on therelative cost and attractiveness of renewable energy, including solar power compared to other forms of energy generation. Furthermore,there may be rules introduced to curtail the generation and/or supply of renewable power generation so as to reduce the effects of powerintermittency, which adversely affects the economic viability of solar power projects and systems.

Inaddition, the financial viability and attractiveness of projects which comprise of renewable power generation heavily depends on equipmentprices which are affected by laws, rules and regulations. For example, trade and local content laws, rules and regulations, such as tariffson solar panels, can increase the pricing of solar equipment, thereby raising the cost of developing solar projects and reducing thesavings and returns achievable by off-takers and investors, and also potentially reducing profit margins on projects. These and any othertariffs or similar taxes or duties may increase the cost of solar power project and systems development, thereby reducing their economicappeal.

Furthermore,the installation of solar power equipment is subject to a broad range of federal, state, local and foreign regulations relating to trade,construction, safety, environmental protection, utility interconnection and metering, and related matters. Any new regulations or policiesin this regard may result in significant additional cost of solar power project and systems installation, thereby reducing their economicappeal.

Insome cases, the economic viability of a solar project and/or system will depend on securing a power purchase agreement (“PPA”).Such PPAs are typically subject to approval by the relevant regulatory authority in the local market. There can be no assurance thatany such approval will be obtained, and in certain markets, the regulatory bodies have recently demonstrated a heightened level of scrutinyon solar PPAs that have been brought for approval. If the required approval is not obtained for any particular solar PPA, the PPA counterpartymay exercise its right to terminate such agreement, and we may lose invested development capital, which could have a material adverseeffect on our business, results of operations and financial condition.

Changesto our tax liabilities or changes to tax requirements in the jurisdictions in which we operate could significantly and negatively affectour profitability.

Weare subject to income taxes and potential tax examinations in various jurisdictions, and taxing authorities may disagree with our interpretationsof U.S. and foreign tax laws and may assess additional taxes. The taxes ultimately paid upon resolution of such examinations could bematerially different from the amounts previously included in our income tax provision, which could have a material impact on our profitabilityand cash flow. Moreover, changes to our operating structure, losses of tax holidays, changes in the mix of earnings in countries withtax holidays or differing statutory tax rates, changes in tax laws, and the discovery of new information in the course of our tax returnpreparation process could each have a negative impact on our tax burden and therefore our financial condition. Changes in tax laws orregulations or interpretations may also increase tax uncertainty and adversely affect our results of operations. Any increase in corporationor other tax rates to which the Company is exposed or adverse changes in the basis of calculation could result in the Company payinghigher taxes and could have an adverse impact on the Company’s cash flows, financial condition, and results of operations.

Changesin, or any failure to comply with, privacy laws, regulations, and standards may adversely affect our business.

Theregulatory framework for privacy and security issues worldwide is rapidly evolving and is likely to remain uncertain for the foreseeablefuture. Governmental bodies around the world have adopted, and may in the future adopt, laws and regulations affecting data privacy.Industry organizations also regularly adopt and advocate for new standards in this area. In addition to government regulation, privacyadvocates and industry groups may propose new and different self-regulatory standards that apply to us. Any changes in such laws, regulationsor standards may result in increased costs to our operations, and any failure by us to comply with such laws, regulations and standardsmay have a significant and negative impact on our business or reputation.

Asa foreign private issuer under the rules and regulations of the SEC, we are exempt from a number of rules under U.S. securities lawsthat apply to U.S.-based issuers and are permitted to file less information with the SEC than such companies.

Weare a “foreign private issuer” under the rules and regulations of the SEC. As a result, we are not subject to all of thedisclosure requirements applicable to U.S.-based issuers. For example, we are exempt from certain rules under the U.S. Securities ExchangeAct of 1934, as amended (the “Exchange Act”), that impose disclosure and procedural requirements related to the solicitationof proxies, consents or authorizations applicable to securities registered under the Exchange Act. In addition, we are not required tofile periodic reports and consolidated financial statements with the SEC as frequently or as promptly as U.S.-based public companies.As a result, there may be less publicly available information concerning our Company than there is for U.S.-based public companies. Furthermore,our officers and directors are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of theExchange Act and related rules.

U.S.holders of our shares could be subject to material adverse tax consequences if we are considered a “passive foreigninvestment company” for U.S. federal income tax purposes.

Wedo not believe that we are a passive foreign investment company (a “PFIC”) for U.S. federal income tax purposes, and we donot expect to become a PFIC. However, the determination of whether we are a currently, or may become in the future, a PFIC, depends onthe particular facts and circumstances (such as the valuation of our assets, including goodwill and other intangible assets) and mayalso be affected by the application of the PFIC rules, which are subject to differing interpretations. Because that factual determinationis made annually after the end of each taxable year, there can be no assurance that we will not be considered a PFIC for the currenttaxable year or any future taxable years.

Ifwe are a PFIC, U.S. holders of our Ordinary Shares would be subject to adverse U.S. federal income tax consequences, such as ineligibilityfor any preferred tax rates on capital gains or on actual or deemed dividends, interest charges on certain taxes treated as deferred,and additional reporting requirements under U.S. federal income tax laws and regulations. A U.S. holder of our Ordinary Shares may beable to mitigate some of the adverse U.S. federal income tax consequences described above with respect to owning the Ordinary Sharesif we are classified as a PFIC, provided that such U.S. investor is eligible to make, and validly makes, a “mark-to-market”election. In certain circumstances a U.S. Holder can make a “qualified electing fund” election to mitigate some of the adversetax consequences described with respect to an ownership interest in a PFIC by including in income its share of the PFIC’s incomeon a current basis. However, we do not currently intend to prepare or provide the information that would enable a U.S. Holder to makea qualified electing fund election.

Investorsshould consult their own tax advisors regarding all aspects of the application of the PFIC rules to our Ordinary Shares. For more informationrelated to classification as a PFIC, see Certain Material U.S. Federal Income Tax Considerations — Passive Foreign InvestmentCompany Considerations.

Wemay lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.

Asa foreign private issuer, we are not required to comply with all the periodic disclosure and current reporting requirements of the ExchangeAct and related rules and regulations. In the future, we would lose our foreign private issuer status if we failed to meet the requirementsset forth in Rule 405 of the Securities Act of 1933, as amended (the “Securities Act”). If we were to lose our status asa foreign private issuer, we would become subject to the regulatory and compliance costs associated with being a U.S. domestic issuerunder U.S. securities laws, rules and regulations and stock exchange requirements, which costs may be significantly greater than costswe incur as a foreign private issuer. We would be required under current SEC rules to prepare our consolidated financial statements inaccordance with U.S. GAAP and modify certain of our policies to comply with corporate governance practices associated with U.S. domesticissuers. These requirements would be additional to, and not in place of, those under U.K. law to prepare consolidated financial statementsunder IFRS and comply with applicable U.K. corporate governance laws. If we do not qualify as a foreign private issuer, we will be requiredto file periodic reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensivein certain respects than the forms available to a foreign private issuer. Such conversion and modifications will involve additional costs,both one-off in nature on conversion and ongoing costs to meet reporting in both U.S. GAAP and IFRS, which would reduce our operatingprofit. In addition, we may lose our ability to rely upon exemptions from certain corporate governance requirements on U.S. stock exchangesthat are available to foreign private issuers. Therefore, the additional costs that we would incur if we lost our foreign private issuerstatus could have a significant and negative impact on our financial condition, operating results or cash flows.

U.S.investors may have difficulty enforcing civil liabilities against our Company, our directors or members of senior management and theexperts named in this prospectus

Mostof our directors and the experts are non-residents of the United States, and all or a substantial portion of the assets of such personsare located outside the United States. As a result, it may not be possible to serve process on such persons or us in the United Statesor to enforce judgements obtained in U.S. courts against them or us based on civil liability provisions of the securities laws of theUnited States. There may be doubt as to whether the courts of England and Wales would accept jurisdiction over and enforce certain civilliabilities under U.S. securities laws in original actions or enforce judgements of U.S. courts based upon these civil liability provisions.In addition, awards of punitive damages in actions brought in the United States or elsewhere are likely to be unenforceable in Englandand Wales (an award for monetary damages under the U.S. securities laws may be considered punitive if it does not seek to compensatethe claimant for loss or damage suffered and appears to be intended to punish the defendant). The enforceability of any judgement inEngland and Wales will depend on a number of criteria, including public policy, as well as the laws and treaties in effect at the time.The United States and the U.K. do not currently have any treaties providing for recognition and enforcement of judgements (other thanarbitration awards) in civil and commercial matters.

Changesin U.S. federal income tax policy, including in relation to investment tax credits, may affect the appetite of investors for renewableproject investments that are eligible for such credits and could therefore have a negative impact on the economic viability of our U.S.solar development projects.

Amongother factors, the economic viability of our solar development projects in the United States may depend upon U.S. federal income taxrates as well as the investment tax credit regime under Section 48 of the Internal Revenue Code (the “Code”). The federalincome tax reform enacted under the Tax Cuts and Jobs Act of 2017 included a substantial reduction to the federal income corporate taxrate which reduced the economic value of federal investment tax credits. However, the Inflation Reduction Act of 2022 lifted ITCs to30% and extended them for projects beginning construction before January 1, 2025, with solar projects also being able to take the ProductionTax Credit in lieu of ITCs. Any future changes in taxation policy, including in relation to investment tax credits may have a negativeimpact on the economic viability of our U.S. solar development projects, all other things being equal.

Fromtime to time, we may become involved in costly and time-consuming litigation and other regulatory proceedings which require significantattention from our management.

Inaddition to potential litigation related to defending our intellectual property rights, we may be named as a defendant from time to timein other lawsuits and regulatory actions relating to our business, some of which may claim significant damages.

OnMay 31, 2022 the William Q. Richards Estate (the “Plaintiff” or the “Estate”) filed a complaint against VivoPowerUSA LLC, Caret, LLC (“Caret”), formerly Innovative Solar Ventures I, LLC (“ISV”), and related entities (the “VivoPowerDefendants”) alleging the VivoPower Defendants improperly included land owned by the Estate in the reinvestment zone of the taxabatement agreements executed on March 14, 2022 between Cottle County, Texas and the Company’s subsidiaries Innovative Solar 144,LLC and Innovative Solar 145, LLC. The complaint sought to nullify and/or declare the tax abatement agreements void. The Estate filedan amended complaint on August 18, 2022, further detailing their claims and requesting unspecified damages. On September 16, 2022, theVivoPower Defendants filed a motion to dismiss Plaintiff’s Amended Complaint, which the Court subsequently granted on January 23,2023, stating that the Plaintiff had failed “to establish that the amount in controversy had been met.” On February 20, 2023,the Estate filed a second amended complaint to argue that the amount in controversy was met. Regina, widow of the late William Q. Richards,was added as a plaintiff in the second amended complaint. On March 6, 2023, the VivoPower Defendants filed a new motions to dismiss thePlaintiffs’ second amended complaint. On May 5, 2023, the Plaintiffs filed an instant opposition to the VivoPower Defendants’motions to dismiss. On May 19, 2023, the VivoPower Defendants submitted a reply supporting their motion to dismiss requesting the dismissalof the Plaintiffs’ claim. The Company does not expect the Plaintiff to be successful in its complaint. Accordingly, no provisionhad been recorded as at December 31, 2023 in relation to this matter. As at June 30, 2024, the parties have had constructive mediationwith a view to settlement of the matter.

Inaddition to the foregoing litigation, we may be subject in the future to, or may file ourselves, claims, lawsuits or arbitration proceedingsrelated to matters in tort or under contracts, employment matters, securities class action lawsuits, whistleblower matters, tax authorityexaminations or other lawsuits, regulatory actions or government inquiries and investigations. Due to the inherent uncertainties of litigationand regulatory proceedings, we cannot accurately predict the ultimate outcome of any such proceedings. An unfavorable outcome could havea material adverse impact on our business and financial condition, results of operations or cash flows or limit our ability to engagein certain of our business activities. In addition, regardless of the outcome of any litigation or regulatory proceedings, such proceedingsare often expensive, lengthy, disruptive to normal business operations and require significant attention from our management.

Weare subject to the U.K. Bribery Act, the U.S. Foreign Corrupt Practices Act (“FCPA”) and otheranti-corruption laws, as well as export control laws, import and customs laws, trade and economic sanctions laws and other laws governingour operations.

Ouroperations are subject to anti-corruption laws, including the U.K. Bribery Act 2010, or the Bribery Act, the FCPA, the U.S. domesticbribery statute contained in 18 U.S.C. §201, the U.S. Travel Act, and other anti-corruption laws that apply in countries where wedo business. The Bribery Act, the FCPA and these other laws generally prohibit us and our employees and intermediaries from authorizing,promising, offering, or providing, directly or indirectly, improper or prohibited payments, or anything else of value, to governmentofficials or other persons to obtain or retain business or gain some other business advantage.

Underthe Bribery Act, we may also be liable for failing to prevent a person associated with us from committing a bribery offense. We, andthose acting on our behalf, operate in a number of jurisdictions that pose a high risk of potential Bribery Act or FCPA violations, andwe participate in collaborations and relationships with third parties whose corrupt or illegal activities could potentially subject usto liability under the Bribery Act, FCPA or local anticorruption laws, even if we do not explicitly authorize or have actual knowledgeof such activities. In addition, we cannot predict the nature, scope or effect of future regulatory requirements to which our internationaloperations might be subject or the manner in which existing laws might be administered or interpreted. Furthermore, compliance with theBribery Act, the FCPA and these other laws is expensive and difficult, particularly in countries in which corruption is a recognizedproblem.

Weare also subject to other laws and regulations governing our international operations, including regulations administered by the governmentsof the United States and the U.K., and authorities in the European Union, including applicable export control regulations, economic sanctionsand embargoes on certain countries and persons, anti-money laundering laws, import and customs requirements and currency exchange regulations,collectively referred to as Trade Control laws.

Thereis no assurance that we will be completely effective in ensuring our compliance with all applicable anti-corruption laws, including theBribery Act, the FCPA or other legal requirements, including Trade Control laws. If we are not in compliance with the Bribery Act, theFCPA and other anti-corruption laws or Trade Control laws, we may be subject to criminal and civil penalties, disgorgement and othersanctions and remedial measures, and legal expenses, which could have an adverse impact on our business, financial condition, resultsof operations and liquidity. Likewise, any investigation of any potential violations of the Bribery Act, the FCPA, other anti-corruptionlaws or Trade Control laws by United States, U.K. or other authorities could also have an adverse impact on our reputation, our business,results of operations and financial condition. Further, the failure to comply with laws governing international business practices mayresult in substantial civil and criminal penalties and suspension or debarment from government contracting.

Anysuch violation, even if prohibited by our policies, could subject us and such persons to criminal and/or civil penalties or other sanctions,which could have a material adverse effect on our reputation and results of operations.

Risksrelated to attracting and retaining talent

Ourfuture success depends on our ability to retain our chief executive officer and other key executives.

Weare highly dependent on Kevin Chin, our Chairman and Chief Executive Officer, and other principal members of our management team. Althoughwe have formal employment agreements with each of our executive officers, these agreements do not prevent our executives from terminatingtheir employment with us. We do not maintain “key person” insurance on any of our executive officers. The unplanned lossof the services of any of these persons could materially impact our business and results of operations.

Thesuccess of our Company is heavily dependent on the continuing services of key personnel as well as the recruitment and retention of additionalpersonnel.

Ourindustry is characterized by intense competition for personnel, particularly technically skilled personnel. The success of our Companyis highly dependent on the contributions of executives and other key personnel, and if we were to lose the contributions of any suchpersonnel, it could have a negative impact on our business and results of operations.

Moreover,our growth plan will require us to hire additional personnel in the future. If we are not able to attract and retain such personnel,our ability to realize our growth objectives will be compromised. For Tembo in particular, given its potential growth trajectory, thereis a need to hire a significant number of additional personnel including embedded engineers, software engineers, mechanical engineersand electrical engineers. Tembo’s current location in the Netherlands may not have a sufficiently deep pool of talent in this regardand/or Tembo may face competition for talent from other companies in the region. There can be no assurance that we will be able to successfullyrecruit the employees we need to achieve our business objectives.

Inaddition, talented employees may choose to leave the Company because of competing companies offering better remuneration packages. Whentalented employees leave, we may have difficulty replacing them and our business may suffer. While we strive to maintain our competitivenessin the marketplace, there can be no assurance that we will be able to successfully retain the employees that we need to achieve our businessobjectives.

Theloss of one or more of our key management or operating personnel, or the failure to attract and retain additional key personnel, couldhave a material adverse impact on our business, results of operations, financial condition and prospects.

Risksrelated to this offering

Thebest efforts structure of this offering may have an adverse effect on our business plan.

ThePlacement Agent has agreed to use its reasonable best efforts to solicit offers to purchase the securities in this offering. The PlacementAgent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number or dollaramount of the securities. There is no required minimum number of securities that must be sold as a condition to completion of this offering.Because there is no minimum offering amount required as a condition to the closing of this offering, the actual offering amount, placementagent fees and proceeds to us are not presently determinable and may be substantially less than the maximum amounts set forth above.We may sell fewer than all of the securities offered hereby, which may significantly reduce the amount of proceeds received by us, andinvestors in this offering will not receive a refund in the event that we do not sell an amount of securities sufficient to support ourcontinued operations, including our near-term continued operations. Thus, we may not raise the amount of capital we believe is requiredfor our operations in the short-term and may need to raise additional funds, which may not be available or available on terms acceptableto us. The success of this offering will impact our ability to use the proceeds to execute our business plan. We may have insufficientcapital to implement our business plan, potentially resulting in greater operating losses unless we are able to raise the required capitalfrom alternative sources. There is no assurance that alternative capital, if needed, would be available on terms acceptable to us, orat all.

Ourmanagement will have immediate and broad discretion over the use of the net proceeds from this offering and may not use them effectively.

Wecurrently intend to use the net proceeds from this offering, together with our existing cash and cash equivalents, to fund working capitalneeds in connection with the expansion of our operations to the commercial electronic vehicle segment and to reduce our debts, includingmonies owed to shareholders, as well as for general corporate purposes. See “Use of Proceeds.” However, our managementwill have broad discretion in the application of any such net proceeds. Our shareholders may not agree with the manner in which our managementchooses to allocate the net proceeds from this offering. The failure by our management to apply these funds effectively could have amaterial adverse effect on our business, financial condition and results of operation. Pending their use, we may invest the net proceedsfrom this offering in a manner that does not produce income. The decisions made by our management may not result in positive returnson your investment and you will not have an opportunity to evaluate the economic, financial or other information upon which our managementbases its decisions.

Salesof a substantial number of our Ordinary Shares in the public market by the investors in this offering and/or by our existing shareholderscould adversely affect the trading price of our Ordinary Shares.

Thisprospectus relates to the sale and issuance of up to [●] Ordinary Shares constituting approximately [●] % of the total OrdinaryShares outstanding as of June 30, 2024. The Ordinary Shares being offered by this prospectus represent a [high] percentage of our outstandingOrdinary Shares, and the sales of such securities, or the perception that those sales might occur, could depress the market price ofour Ordinary Shares and could impair our ability to raise capital through the sale of additional equity securities. We are unable topredict the effect that sales may have on the prevailing market price of our Ordinary Shares but the sale of a large number of OrdinaryShares could result in a significant decline in the public trading price of our Ordinary Shares.

Youmay experience future dilution as a result of future equity offerings.

Inorder to raise additional capital, we may in the future offer additional Ordinary Shares or other securities convertible into or exchangeablefor our Ordinary Shares that could result in further dilution to the investor purchasing our Ordinary Shares in this offering or resultin downward pressure on the price of our Ordinary Shares. We may sell our Ordinary Shares or other securities in any other offering atprices that are higher or lower than the prices paid by the investor in this offering, and the investor purchasing shares or other securitiesin the future could have rights superior to existing shareholders. Moreover, to the extent that we issue options or warrants to purchase,or securities convertible into or exchangeable for, our Ordinary Shares in the future and those options, warrants or other securitiesare exercised, converted or exchanged, shareholders may experience further dilution.

Thetrading price of our Ordinary Shares has been and is likely to continue to be highly volatile and could be subject to wide fluctuationsin response to various factors, some of which are beyond our control.

Ourshare price has been, and is likely to continue to be, highly volatile. In addition, the stock market in general has experienced extremevolatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, you maynot be able to sell your Ordinary Shares at or above the public offering price and you may lose some or all of your investment.

SPECIALNOTE REGARDING FORWARD-LOOKING STATEMENTS

Thestatements contained in this prospectus and the documents incorporated by reference herein include forward-looking statements withinthe meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that relate to future events or our future financialperformance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity,performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed orimplied by these forward-looking statements. Words such as, but not limited to, “believe,” “expect,” “anticipate,”“estimate,” “intend,” “may,” “plan,” “potential,” “predict,”“project,” “targets,” “likely,” “will,” “would,” “could,” “should,”“continue,” and similar expressions or phrases, or the negative of those expressions or phrases, are intended to identifyforward-looking statements, although not all forward-looking statements contain these identifying words. Although we believe that wehave a reasonable basis for each forward-looking statement contained in this prospectus and incorporated by reference herein, we cautionyou that these statements are based on our projections of the future that are subject to known and unknown risks and uncertainties andother factors that may cause our actual results, level of activity, performance or achievements expressed or implied by these forward-lookingstatements, to differ. These forward-looking statements include, among other things, statements about:

Wemay not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not placeundue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectationsdisclosed in the forward-looking statements we make. We have included important cautionary statements in this prospectus or in the documentsincorporated by reference in this prospectus, particularly in the “Risk Factors” section, that we believe could cause actualresults or events to differ materially from the forward-looking statements that we make. For a summary of such factors, please referto the section titled “Risk Factors” in this prospectus, as updated and supplemented by the discussion of risks and uncertaintiesunder “Risk Factors” contained in any supplements to this prospectus, as well as any amendments thereto, as filed with theSEC and which are incorporated by reference. The information contained in this document is believed to be current as of the date of thisdocument. We do not intend to update any of the forward-looking statements after the date of this document to conform these statementsto actual results or to changes in our expectations, except as required by law.

Inlight of these assumptions, risks and uncertainties, the results and events discussed in the forward-looking statements contained inthis prospectus or in any document incorporated herein by reference might not occur. Investors are cautioned not to place undue relianceon the forward-looking statements, which speak only as of the date of this prospectus, or the date of the document incorporated by reference.We are not under any obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whetheras a result of new information, future events or otherwise. All subsequent forward-looking statements attributable to us or to any personacting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.

USEOF PROCEEDS

Assumingthe maximum number of Ordinary Shares are sold in this offering, we estimate that we will receive net proceeds of approximately $         millionfrom the sale of our Ordinary Shares offered in this offering, assuming a public offering price per share of $2.49, which was the lastreported sale price of our Ordinary Shares on The Nasdaq Capital Market on July 25, 2024, after deducting the placement agent fees andestimated offering expenses payable by us. However, this is a best efforts offering with no minimum number of Ordinary Shares or amountof proceeds as a condition to closing, and we may not sell all or any of the Ordinary Shares offered pursuant to this prospectus; asa result, we may receive significantly less in net proceeds. For example, if we sell only 25%, 50% or 75% of the maximum amount offered,our net proceeds will be approximately $[●], $[●], or $[●], respectively.  

Weintend to use the net proceeds from this offering, together with our existing cash and cash equivalents, to fund working capital needsin connection with the expansion of our operations to the commercial electronic vehicle segment and to reduce our debts, including moniesowed to shareholders, and for general corporate purposes.

Webelieve opportunities may exist from time to time to expand our current business through acquisitions of complementary businesses ortechnologies. While we have no current agreements, commitments or understandings for any specific acquisitions at this time, we may usea portion of the net proceeds for these purposes.

Theexpected uses of the net proceeds we receive from this offering represent our intentions based upon our current plans and business conditions.The amounts and timing of our actual expenses may vary significantly depending on numerous factors. Accordingly, we will have broad discretionover the uses of the net proceeds in this offering and investors will be relying on the judgment of our management regarding the applicationof the net proceeds. In addition, it is possible that the amount set forth above will not be sufficient for the purposes described above.

MARKETFOR ORDINARY SHARES AND DIVIDEND POLICY

OurOrdinary Shares are traded on the Nasdaq Capital Market under the symbol “VVPR.” The last reported sale price of our OrdinaryShares on July 25, 2024 on the Nasdaq Capital Market was $2.49 per share.

Wehave never declared or paid any dividends on our Ordinary Shares, and we currently do not plan to declare dividends on our Ordinary Sharesin the foreseeable future. Any determination to pay dividends to holders of our Ordinary Shares will be at the discretion of our boardof directors and will depend upon many factors, including our financial condition, results of operations, projections, liquidity, earnings,legal requirements, restrictions in our debt arrangements and other factors that our board of directors deem relevant.

CAPITALIZATION

Thefollowing table sets forth our cash and cash equivalents and capitalization as of December 31, 2023, as follows:

(1)The divestment of Kenshaw Electrical was announced on 2 July 2024. The transaction involved an asset sale with an initial gross considerationof A$5m. Completion accounts are being finalised and there may be additional proceeds due to the Group as a result.

(2)The UAE family office investment direct into Tembo is recorded for the purposes of the above Capitalization table as a cash equivalentas it is a contracted receivable as at 30 June 2024. Of the $10m committed, $1.3m had already been received prior to 31 December 2023.

(3)Represents Equity raising include ATM (At the Market) issuance executed between 1 January 2024 and 30 June 2024 as if that equitywas raised by December 31, 2023.

(4)Note that the effect of the potential merger of Tembo with CCTS and subsequent deSPAC IPO as a separately listed NASDAQ company has notbeen included in the pro-forma capitalization table. While an exclusive heads of agreement has been executed, a definitive business combinationagreement has not yet been signed. As a result, there is no certainty that this transaction will proceed. In addition, the pro-formaanalysis above does not reflect the proposed distribution of Tembo dividend shares (as outlined in the heads of agreement) as well asthe impact that the potential Tembo merger may have on the Tembo Long Term Incentive Plan (LTIP), for which a Tembo merger and deSPACcould be a qualifying trigger event.

Thenumber of our Ordinary Shares to be outstanding after this offering is based on 4,439,733 of our Ordinary Shares outstanding as of June30, 2024, and excludes the following:

unauditedpro forma financial information

Youshould read this information in conjunction with “Operating and Financial Review and Prospects” and our consolidated financialstatements and related notes appearing in our Annual Report on Form 20-F for the year ended June 30, 2023.

(1)The divestment of Kenshaw Electrical was announced on 2 July 2024. The transaction involved an asset sale with an initial gross considerationof A$5m. Completion accounts are being finalised and there may be additional proceeds due to the Group as a result.

(2)The UAE family office investment direct into Tembo is recorded for the purposes of the above Capitalization table as a cash equivalentas it is a contracted receivable as at 30 June 2024. Of the $10m committed, $1.3m had already been received prior to 31 December 2023.

(3)Represents Equity raising include ATM (At the Market) issuance executed between 1 January 2024 and 30 June 2024 as if that equitywas raised by December 31, 2023.

(4)Note that the effect of the potential merger of Tembo with CCTS and subsequent deSPAC IPO as a separately listed NASDAQ company has notbeen included in the pro-forma capitalization table. While an exclusive heads of agreement has been executed, a definitive business combinationagreement has not yet been signed. As a result, there is no certainty that this transaction will proceed. In addition, the pro-formaanalysis above does not reflect the proposed distribution of Tembo dividend shares (as outlined in the heads of agreement) as well asthe impact that the potential Tembo merger may have on the Tembo Long Term Incentive Plan (LTIP), for which a Tembo merger and deSPACcould be a qualifying trigger event.

OPERATINGAND FINANCIAL REVIEW AND PROSPECTS 

Thefollowing discussion and analysis of our financial condition and results of our operations should be read in conjunction with our auditedconsolidated financial statements and the related notes included elsewhere in this Annual Report. This discussion contains forward-lookingstatements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-lookingstatements as a result of numerous factors, including, but not limited to, the risks discussed in this Annual Report or in other partsof this Annual Report. Our audited consolidated financial statements included elsewhere in this Annual Report are prepared in accordancewith IFRS, as issued by the International Accounting Standards Board and are presented in U.S. dollars.

Note,results reported in years ended June 30, 2022 and 2021 have been adjusted to exclude the results of the ex-solar operations of AevitasSolar and shown as a single line item in the income statement after profit after tax. Details of results for discontinued operationsare included in Note 22 to the audited financial statements included in this prospectus.

A.Operating Results

A.Overview

Unaudited

(1) Restructuring and other non-recurringcosts during the half year ended 31 December 2023 relate to impairments on two Solar projects that form part of the Caret solar developmentportfolio in the United States. This impairment is due to the commercial decision to not renew the lease extension on both of these Solarprojects. For the half year ended 31 December 2022, the restructuring and other non recurring costs related to one-time remediation workrequired within the electric vehicles business segment comprising remediation, testing or conversion of drivetrains to 72kwH followingthe discontinuation of this platform following acquisition

(2) Non-recurring cost of sales forthe half year ended 31 December 2022 related to the one-off loss on Edenvale solar farm. The increased costs and delays on Aevitas Solar’sEdenvale project were due to unprecedented high levels of rainfall (both in terms of frequency and amount versus historical averages)across Australia in FY2023. The rainfall damaged many of the trenches dug across the 6km interconnection works, which led to significantdelays in completion of the project and required additional labour and material costs to fix and then complete the project within theproject deadline.

(3)Adjusted EBITDA is a non-IFRS financial measure. See "Non-IFRS Financial Information” below for additional information aboutthis measure and a reconciliation of this measure to the most directly comparable financial measure calculated in accordance with IFRS.  

Managementanalyzes our business in five reportable segments: Critical Power Services, Electric Vehicles, Sustainable Energy Solutions, Solar Development,and Corporate Office.

Duringthe six month period ending December 31, 2023, the Group generated unaudited total revenues of $5.9 million, gross profit of $0.53 million,and an operating loss of $4.5 million. In comparison, for the six months ended December 31, 2022, the Group (including discontinued operations)generated total revenues of $8.7 million, gross loss of $3.6 million, operating loss of $9.0 million and a net loss of $11.2 million.

Operatingloss before income tax for the half year ended December 31, 2023 was a loss of $8.0 million, which included $1.3m of restructuring andother non-recurring costs. This compared to a loss before income tax of $11.6 million (including discontinued operations) for the previouscorresponding period, which included restructuring and non-recurring costs of $0.1m.

Asat December 31, 2023, the Group’s current assets were $8.6 million (as at Dec 31, 2022: $17.2 million), representinga decrease, mostly due to a decrease in trade and other receivables. Current assets were comprised of $0.1 million of cash and cashequivalents (as at Dec 31, 2022: $3.2 million), $0.5 million of restricted cash (as at Dec 31, 2022: $1.0 million); and$5.7 million of trade and other receivables (as at Dec 31, 2022: $11.4 million), and $2.4m of inventory (as at Dec 31,2022: $1.6 million).

Currentliabilities were $23.5 million as at December 31, 2023 (as at Dec 31, 2022: $27.5 million). The decrease reflectsa decrease in trade and other payables, and loans and borrowings. Current asset-to-liability ratio as at December 31, 2023 was0.37:1 (as at Dec 31, 2022: 0.63:1)

Asat December 31, 2023, the Company had net assets of $(4.0) million (as at Dec 31, 2022, $15.8 million), including intangibleassets of $42.9 million (as at Dec 31, 2022 restated: $40.6 million). Property, plant and equipment remained at $3.7 millionas at December 31, 2023 (as at, $3.7 million).

Unauditedcash outflows for the six-month period ended December 31, 2023 was $0.4 million, arising from cash inflows from operating activitiesof $0.1 million and cash outflows used in investing activities of $2.1 million partially offset by cash inflow fromfinancing activities of $1.5 million. At December 31, 2023, the Company had cash reserves of $0.6 million (Dec 31, 2022:$4.2 million) and debt of $33.2 million (Dec 31, 2022: $31.1 million), giving a net debt position of $32.6 million (Dec31, 2022: $26.9 million).

Unauditednet cash outflows from investing activities of $2.1 million in the six month period ended December 31, 2023 comprised $0.3 million netpurchases of property, plant and equipment and $1.8 million investment in additional intangible assets.

Unauditednet cash inflows from financing activities of $1.6 million in the half year ended December 31, 2023 comprises $0.6 million issuance ofshare capital and $1.1 million in related party borrowings, less $0.2 million repayments of related party and other borrowings paid.

⁽¹⁾Adjusted EBITDA is a non-IFRS financial measure. See “Non-IFRS Financial Information” below for additional informationabout this measure and a reconciliation of this measure to the most directly comparable financial measure calculated in accordance withIFRS.

Duringthe year ended June 30, 2023, the Group (including discontinued operations) generated total revenue of $15.1 million, gross loss of $2.3million, operating loss of $15.3 million and a net loss of $22.4 million. Of these amounts, continuing operations of the Group generatedrevenue of $15.1 million, gross loss of $2.3 million, operating loss of $11.1 million and a net loss of $18.1 million. For the year endedJune 30, 2022, the Group (including discontinued operations) generated total revenue of $37.6 million, gross profit of $1.6 million,operating loss of $15.1 million and a net loss of $22.1 million. Of these amounts, continuing operations of the Group generated revenueof $22.4 million, gross profit of $0.3 million, operating loss of $14.5 million and a net loss of $21.4 million, including $0.5 millionprior year adjustments relating to timing on the recognition of general and administration expenses from 2023 to 2022.

AdjustedEBITDA (including discontinued operations) for the year ended June 30, 2023 was a loss of $9.9 million, compared to a loss of $9.0 millionfor the previous year. Adjusted EBITDA for continuing operations was a loss of $5.7 million, compared to a loss of $9.1 million for theprevious year, restated for $0.5 million of general and administration expenses from 2023 to 2022.

Theresults for the year ended June 30, 2023 reflect a reduction in the number of Aevitas Solar projects completed in the year and the impactof severe one-off weather events on the Edenvale project, which incurred a $3.9 million loss.

Revenuein Critical Power Services (excluding discontinued operations) declined by $7.4 million to $13.6 million in the year, impacted by $6million from a reduction in the number of solar projects undertaken by Aevitas Solar. Kenshaw, which expanded into an additional facilityin Newcastle, New South Wales due to increasing demand, saw revenues flat compared to the previous year on a constant AUD to USD exchangerate, with an increase in higher margin sales in generator service and motor sales and overhaul, offset by a reduction in generator salesand installation due to competitive market conditions and constrained supply chain. Electric Vehicles contributed $1.5 million revenuein the year, predominantly from non-EV ruggedization conversions, whilst EV activity is focused entirely on product development. Therewas no revenue contribution from Solar Development or Sustainable Energy Solutions in the year ended June 30, 2023 (year ended June 30,2022: nil).

Grossprofit (including discontinued operations) decreased by $3.8 million to a loss of $2.3 million, although on a continuing basis excludingJ.A. Martin ex-Solar operations, gross profit decreased by $2.5 million to a loss of $2.3 million. In percentage terms, gross marginfrom continuing operations fell from 1% to (14%), largely driven by one-off extreme weather events impact on Aevitas Solar projects inFY2023, having a more significant impact than COVID-19 lockdowns and impact on supply chain in the prior year. Gross loss in FY2023 includes$3.9 million specific costs of non-recurring extreme weather events on Edenvale project for Aevitas Solar. In the prior year, $1.9 millionof non-recurring costs on the Blue Grass project were also incurred in Aevitas Solar, due to state border closures during the projectexecution phase. Excluding these non-recurring costs, gross margin for continuing operations increased from 9.2% in the prior year, to10.5% in FY2023, reflecting increased focus on high margin service revenues in Kenshaw. Electric Vehicles contributed nil gross profit(prior year: nil) while Solar Development contributed nil (prior year: nil).

Thegain on Solar Development projects from continuing operations was net nil for the year ended June 30, 2023. Included within discontinuedoperations was a $4.2 million loss on disposal of J.A. Martin ex-solar operations in July 2022. Compared to the book value of assetsless liabilities held for sale as at June 30, 2023, the loss results primarily from a reduction in the contingent consideration payablebased on the earn out fee calculated as a multiple of the post disposal earnings of J.A. Martin ex-solar in FY2023. The gain on SolarDevelopment projects from continuing operations was net nil for the year ended June 30, 2022, comprising a $0.1 million write off ofcosts incurred on uneconomic projects in Caret, offset by a $0.1 million gain on sale of tangible assets in Critical Power Systems.

Theresults for the year ended June 30, 2023 also reflect a restated $6.2 million decrease in general and administrative costs related tocontinuing operations to $7.6 million. The decrease includes a $1.1 million decrease in marketing expenses, a $1.7 million decrease innon-cash equity remuneration, and a $3.6 million decrease in salaries and other overheads from reduction in Tembo and Aevitas executivemanagement and administrative team.

Theresults of operations for the year ended June 30, 2023 include $2.1 million restructuring and other non-recurring costs primarily duea provision in respect of fiscal refunds on prior receivables, which the Company is defending.

Netfinance costs from continuing operations of $6.2 million for the year ended June 30, 2023 include $3.8 million interest on related partyloans, $1.6 million net foreign exchange losses and $0.8 million combined from dividends from Aevitas Preference Shares, interest onleases and interest on other debt.

Asat June 30, 2023, the Group’s current assets were $10.3 million (as at June 30, 2022: $21.7 million restated; June 30, 2021: $24.5million restated), representing a decrease from June 30, 2022, mostly due to the disposal of assets held for sale relating to the J.A.Martin ex-solar segment (as at June 30, 2022: $8.2 million) upon the sale of the business to ARA in July 2022. Current assets were comprisedof $0.6 million of cash and cash equivalents (as at June 30, 2022: $1.3 million; June 30, 2021: $8.6 million), $0.6 million of restrictedcash (as at June 30, 2022: $1.2 million; June 30, 2021: $1.1 million;), and $7.0 million of trade and other receivables (as at June 30,2022: $9.1 million; June 30, 2021: $12.8 million), and $2.1m of inventory (as at June 30, 2022: $1.9 million; June 30, 2021: $2.0 million).30 June 2022 and 30 June 2021 current assets were restated for a $0.5m reclassification from Intangible Assets to Deposits.

Currentliabilities were $18.9 million as at June 30, 2023 (as at June 30, 2022, $23.3 million restated; June 30, 2021: $13.4 million). The decreasefrom prior year reflects negotiation of shareholder loans and accrued interest to non-current terms, and disposal of liabilities heldfor sale (as at June 30, 2022, $1.5 million) following sale of J.A. Martin ex-solar to ARA in July 2022. 30 June 2022 current liabilitieswere restated for an accrual of $0.5m expenses relating to 2022 but incurred in 2023.

Currentasset-to-liability ratio as at June 30, 2023 was 0.54:1 (as at June 30, 2022 restated: 0.93:1; June 30, 2021 restated: 1.82:1).

Asat June 30, 2023, the Company had net assets of $3.7 million (as at June 30, 2022 restated, $21.6 million; June 30, 2021: $40.4 million),including intangible assets of $42.2 million (as at June 30, 2022 restated: $39.6 million; June 30, 2021 restated: $46 million). Property,plant and equipment remained at $3.7 million as at June 30, 2023 (as at June 30, 2022, $3.7 million), mainly reflecting $0.6 millioncapital expenditure on plant and equipment, an additional leased property in Kenshaw, offset by depreciation charges. 30 June 2022 and30 June 2021 were restated for a $0.5m reclassification from Intangible Assets to Deposits.

Cashoutflow for the year ended June 30, 2023, was $0.7 million, arising from cash outflows from operating activities of $8.6 million andfrom cash used in investing activities of $1.9 million partially offset by cash inflow from financing activities of $9.8 million. OnJune 30, 2023, the Company had cash reserves of $0.6 million (June 30, 2022: $1.3 million) and debt of $32.4 million (June 30, 2022:$28.6 million), giving a net debt position of $31.8 million (June 30, 2022: $27.3 million).

Netcash outflows from investing activities of $1.9 million in the current year comprised $1.0 million net purchases of property, plant andequipment and $3.9 million investment in additional intangible assets pertaining to the EUV23 development project in Tembo, offset bythe $2.9 million proceeds from the J.A Martin sale.

Cashinflows from financing activities of $9.8 million in the year ended June 30, 2023 comprises $5.1 million net proceeds from the Nasdaqshelf raise in July 2022 and $3.6 million bridging loans from related party AWN, $1.3 million additional debtor financing, less $0.9million repayments of related party and other borrowings paid.

Non-IFRSFinancial Information

AdjustedEBITDA is a non-IFRS financial measure that we calculate as earnings before interest, taxes, depreciation and amortization, impairmentof assets, impairment of goodwill, other finance income and expenses, one-off non-recurring costs including restructuring expenses andnon-cash equity remuneration. Adjusted EBITDA is disclosed here and elsewhere in this Annual Report to provide investors with additionalinformation regarding our results of operations. We have presented Adjusted EBITDA for continuing operations, discontinued operationsand the total Group for comparative purposes.

Wehave included Adjusted EBITDA in this Annual Report because it is a key measure used by our management and board of directors to evaluateour operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular,the exclusion of certain expenses in calculating Adjusted EBITDA facilitates operating performance comparability across reporting periodsby removing the effect of non-cash expenses, non-operating income/(expense), and material non-recurring items. Accordingly, we believethat Adjusted EBITDA provides useful information to investors in understanding and evaluating our operating results in the same manneras our management and board of directors.

Webelieve it is useful to exclude non-cash charges, such as depreciation and amortization and share-based compensation expense, from ourAdjusted EBITDA because the amount of such expenses in any specific period may not directly correlate to the underlying performance ofour business operations. We believe it is useful to exclude income tax benefit/(expense) and net finance expenses as these items arenot components of our core business operations. We believe it is useful to exclude material non-recurring items, which is not indicativeof our performance in the future. Adjusted EBITDA has limitations as a financial measure, and you should not consider it in isolationor as a substitute for profit/loss for the period as a profit measure or other analysis of our results as reported under IFRS. Some ofthese limitations are:

Becauseof these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including various cash flowmetrics, operating profit/loss, profit/loss for the period and our other IFRS results.

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

HalfYear Ended December 31, 2023, Compared to Half Year Ended December 31, 2022