April 10, 2025

Kevin Chin
Chief Executive Officer
VivoPower International PLC
Blackwell House
Guildhall Yard
London EC2V 5AE
United Kingdom

       Re: VivoPower International PLC
           Draft Registration Statement on Form F-1
           Filed March 27, 2025
           File No. 377-07824
Dear Kevin Chin:

       We have conducted a limited review of your draft registration statement
and have the
following comments.

        Please respond to this letter by providing any requested information
and by publicly
filing your registration statement and non-public draft submission on EDGAR. If
you do not
believe a comment applies to your facts and circumstances or do not believe an
amendment is
appropriate, please tell us why in your response.

        After reviewing the information you provide in response to this letter
and your filed
registration statement, we may have additional comments.

Draft Registration Statement on Form F-1
Use of Proceeds, page 36

1.     We note you intend to use the net proceeds from this offering to fund
working capital
       needs in connection with the expansion of your operations to the
commercial
       electronic vehicle segment and to reduce your debts, including monies
owed to
       shareholders and for general corporate purposes. Please expand this
section to
       disclose the estimated net amount of the proceeds broken down into each
principal
       intended use thereof. If the anticipated proceeds will not be sufficient
to fund all the
       proposed purposes, the order of priority of such purposes should be
given, as well as
       the amount and sources of other funds needed. Refer to Item 3.C.1 of
Form 20-F.
 April 10, 2025
Page 2

       Additionally, revise to describe the interest rate and maturity of the
referenced
       indebtedness and, for indebtedness incurred within the past year, the
uses to which the
       proceeds of such indebtedness were put. Refer to Item 3.C.4 of Form
20-F.
Major Shareholders and Related Party Transactions, page 80

2.     Please revise to provide your beneficial ownership information as of the
most recent
       practicable date. Refer to Item 7.A of Form 20-F.
General

3.     Please revise to provide the current status of your compliance with
Nasdaq Listing
       Rule 5550(b)(1). In this regard, we note that a Form 6-K filed on
January 10, 2025
       states that you received a letter (the 'Notice') from the Nasdaq Listing
Qualifications
       Department of The Nasdaq Stock Market LLC ('Nasdaq') indicating that you
were not
       in compliance with Nasdaq Listing Rule 5550(b)(1) based on minimum
stockholders
       equity, market value of listed securities, or net income requirements,
that you had
       until February 17, 2025, to submit a compliance plan, and that you
intended to submit
       such plan by January 13, 2025.
4.     Please revise to provide the current status of the non-binding takeover
proposal from
       Energie Holdings Limited. In this regard, we note a Form 6-K filed March
24, 2025,
       discloses that you confirmed on that date that you received such
unsolicited non-
       binding takeover proposal, the proposal is an all-cash offer for all non
affiliated free
       float shares of VivoPower at an enterprise value of US$120 million and
is subject to
       due diligence, your board members were in the process of reviewing with
its advisors
       and will provide an update to the market as soon as possible.
5.     We note that more than nine months have passed since the end of your
last audited
       fiscal year. Please revise to update your financial information with
interim financial
       statements, and provide corresponding updated disclosures in the
Operating and
       Financial Review and Prospects section of the prospectus. Refer to Item
8.A.5 of
       Form 20-F.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

       We also remind you that your registration statement must be on file at
least two
business days prior to the requested effective date and time. Refer to Rules
460 and 461
regarding requests for acceleration. Please allow adequate time for us to
review any
amendment prior to the requested effective date of the registration statement.
 April 10, 2025
Page 3

      Please contact Cheryl Brown at 202-551-3905 or Irene Barberena-Meissner
at 202-
551-6548 with any questions.



                                                        Sincerely,

                                                        Division of Corporation
Finance
                                                        Office of Energy &
Transportation
cc:   Elliott Smith, Esq.