| Item 1. | |
| (a) | Name of issuer:
VivoPower International PLC |
| (b) | Address of issuer's principal executive offices:
BLACKWELL HOUSE, GUILDHALL YARD, LONDON, UNITED KINGDOM, EC2V 5AE. |
| Item 2. | |
| (a) | Name of person filing:
This Amendment No. 1 to Schedule 13G is being jointly filed by Kent C. McCarthy ("Mr. McCarthy"), KCM Capital, Inc., a Missouri corporation ("KCM"), and AMC Fund, L.P. ("AMC"), a Delaware limited partnership.
Mr. McCarthy, KCM, and AMC have entered into an Agreement Regarding Joint Filing of 13G (the "Agreement") pursuant to which Mr. McCarthy, KCM, and AMC have agreed to file this Amendment No. 1 to 13G jointly and in accordance with the provisions of Rule 13d-1(k)(1) of the Securities Exchange Act of 1934 as amended (the ?Act?). A copy of the Agreement is attached hereto as Exhibit 1. |
| (b) | Address or principal business office or, if none, residence:
The address of each of Mr. McCarthy, KCM and AMC is 13021 W 74th St, Shawnee, KS 66216. |
| (c) | Citizenship:
Mr. McCarthy is a citizen of the United States of America, KCM is a Missouri corporation and AMC is a Delaware limited partnership. |
| (d) | Title of class of securities:
Ordinary Shares, nominal value $0.012 per share |
| (e) | CUSIP No.:
G9376R100 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
1. 1,085,000 - KCM Capital, Inc.*
2. 1,085,000 - AMC Fund, L.P.
3. 1,085,000 - Kent C. McCarthy*
* All 1,085,000 Ordinary shares, nominal value $0.012 per share, are held by AMC Fund, L.P., which is controlled by KCM Capital, Inc., which is controlled by Kent C. McCarthy. |
| (b) | Percent of class:
1. 10.7% - KCM Capital, Inc.
2. 10.7% - AMC Fund, L.P.
3. 10.7% - Kent C. McCarthy
Percent of class is based on 10,112,212 Ordinary Shares outstanding as of May 1, 2025 as reported on the Form F-1 filed by the Issuer with the SEC on May 7, 2025. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
1. 0 - KCM Capital, Inc.
2. 0 - AMC Fund, L.P.
3. 0 - Kent C. McCarthy
|
| | (ii) Shared power to vote or to direct the vote:
1. 1,085,000 - KCM Capital, Inc.*
2. 1,085,000 - AMC Fund, L.P.
3. 1,085,000 - Kent C. McCarthy*
* All 1,085,000 Ordinary shares, nominal value $0.012 per share, are held by AMC Fund, L.P., which is controlled by KCM Capital, Inc., which is controlled by Kent C. McCarthy.
|
| | (iii) Sole power to dispose or to direct the disposition of:
1. 0 - KCM Capital, Inc.
2. 0 - AMC Fund, L.P.
3. 0 - Kent C. McCarthy
|
| | (iv) Shared power to dispose or to direct the disposition of:
1. 1,085,000 - KCM Capital, Inc.*
2. 1,085,000 - AMC Fund, L.P.
3. 1,085,000 - Kent C. McCarthy*
* All 1,085,000 Ordinary shares, nominal value $0.012 per share, are held by AMC Fund, L.P., which is controlled by KCM Capital, Inc., which is controlled by Kent C. McCarthy.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
This Amendment No. 1 to Schedule 13G is being jointly filed by Mr. McCarthy, KCM and AMC. |
| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)