Form NT 20-F - Notification of inability to timely file Form 20-F
02 November 2024 - 7:50AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
Commission
File Number: 001-37974
CUSIP
Number: G9376R100
(Check one): |
☐ Form 10-K |
☒ Form 20-F |
☐ Form 11-K |
☐ Form 10-Q |
☐ Form 10D |
☐ Form N-CEN |
☐ Form N-CSR |
|
For Period Ended: June
30, 2024 |
|
☐ |
Transition Report on Form 10-K |
|
☐ |
Transition Report on Form 20-F |
|
☐ |
Transition Report on Form 11-K |
|
☐ |
Transition Report on Form 10-Q |
For the Transition Period
Ended: |
|
|
Read
Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein.
If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART
I – REGISTRANT INFORMATION
VIVOPOWER
INTERNATIONAL PLC
Full
Name of Registrant
N/A
Former
Name if Applicable
The
Scalpel, 18th Floor, 52 Lime Street
Address
of Principal Executive Office (Street and Number)
London,
United Kingdom EC3M 7AF
City,
State and Zip Code
PART
II – RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
|
(a) |
The reason described in
reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense |
☒ |
(b) |
The subject annual report,
semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed
on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on
Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following
the prescribed due date; and |
|
(c) |
The accountant’s
statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART
III – NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not
be filed within the prescribed time period.
VivoPower International PLC (the
“Company”) is unable, without unreasonable effort or expense, to file its Annual Report on Form 20-F for the fiscal year
ended June 30, 2024 (the “Form 20-F”), by the filing deadline due to a delay experienced by the Company in completing its
financial statements and other disclosures in the Form 20-F. This is because the Company’s management and its auditors have
been focused on completing the audited accounts for the Company’s subsidiary, Tembo e.LV. B.V. (“Tembo”) that are required
to be included in the Registration Statement on Form F-4 to be filed in connection with Tembo’s business combination with Cactus
Acquisition Corp. 1 Ltd. As a result, the Company is still in the process of completing its audit for the year ended June 30,
2024 and compiling certain other required information for its Form 20-F. The Company anticipates that it will file the Form
20-F no later than the fifteenth calendar day following the prescribed filing date.
PART
IV – OTHER INFORMATION
(1) |
Name and telephone number of person to contact in regard
to this notification |
Kevin
Chin |
|
+44 |
|
203
667 5158 |
(Name) |
|
(Area Code) |
|
(Telephone Number) |
(2) |
Have all other periodic
reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed?
If answer is no, identify report(s). Yes ☒ No ☐ |
|
|
(3) |
Is it anticipated that
any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion thereof? |
|
Yes ☐ No ☒ |
|
|
If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why
a reasonable estimate of the results cannot be made.
VivoPower
International PLC
(Name
of registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date: |
November 1,
2024 |
|
By: |
/s/ Kevin
Chin |
|
|
|
Name: |
Kevin Chin |
|
|
|
Title: |
Executive
Chairman |
ATTENTION
Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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