VivoPower Advances US$308 Million Direct NASDAQ Spin-Off of Caret Digital

Rhea-AI Summary

VivoPower International (NASDAQ: VVPR) has announced plans to spin off its Caret Digital subsidiary through a direct NASDAQ IPO, targeting a market capitalization of US$308 million. The company is in negotiations with Middle Eastern and Asian strategic pre-IPO investors for up to US$50 million investment. VivoPower shareholders will receive 5 Caret Digital shares for each VVPR share held at a future record date. Caret Digital's business focuses on digital asset mining, particularly DOGE mining, with plans to convert mined DOGE into XRP or BTC. The company has secured renewable power sources at sub 3c/watt and is assembling a dedicated management team with support from Adam Traidman, who has experience scaling digital asset mining operations for SBI Group.

Positive

• Target market capitalization of US$308 million for Caret Digital spin-off
• Potential US$50 million investment from strategic pre-IPO investors
• Shareholders to receive 5 Caret Digital shares for each VVPR share
• Access to low-cost renewable power sources at sub 3c/watt
• Successful completion of first six-month phase of DOGE mining

Negative

• Transaction completion subject to market conditions and other factors
• Regulatory uncertainty in digital asset mining across different jurisdictions
• Potential volatility risks associated with cryptocurrency mining and conversion

Insights

Financial Spin-Off Specialist

VivoPower's $308M spin-off of Caret Digital offers shareholders significant potential value while expanding into crypto mining with renewable energy advantages.

VivoPower's announced spin-off of Caret Digital represents a substantial value creation opportunity for existing shareholders. The proposed transaction values Caret at $308 million and grants VVPR shareholders 5 Caret Digital shares for each VivoPower share held as of a future record date. This structure effectively distributes the entirety of this crypto mining subsidiary to current investors.

What makes this transaction particularly notable is the additional $50 million funding being negotiated with strategic investors from the Middle East and Asia. This capital infusion would provide Caret Digital with necessary growth capital without diluting existing VivoPower shareholders ahead of the distribution.

The company's strategy centers on DOGE mining with plans to convert to XRP or BTC. This approach aims to acquire these major cryptocurrencies at an effective discount. Their securing of renewable power sources at under $0.03/watt provides a crucial competitive advantage in the energy-intensive mining sector, potentially delivering superior margins compared to less efficient operations.

While the transaction appears promising, investors should note that completion remains subject to market conditions and other factors. The appointment of an experienced team led by digital asset mining veteran Adam Traidman adds credibility, but regulatory complexities in crypto markets and NASDAQ listing requirements still present execution risks for this ambitious spin-off.

Caret Digital subsidiary is to be spun off via a direct NASDAQ IPO at a target market capitalisation of US$308 million
Negotiations are progressing with strategic pre-IPO investors in the Middle East and Asia for investment of up to US$50 million
Dedicated management team identified as well as renewable power sources at sub 3c/watt
VivoPower shareholders as of future record date to receive five Caret Digital shares per VVPR share held
Caret Digital to continue mining DOGE following successful first phase, with conversion to XRP and BTC

LONDON, June 16, 2025 /PRNewswire/ -- VivoPower International PLC (NASDAQ: VVPR) ("VivoPower") announced today that it has engaged advisors to fast-track execution in relation to its previously announced plan to directly spin off Caret LLC ("Caret Digital") through an IPO on NASDAQ.

Caret Digital's strategy will be focused on digital asset mining, with an emphasis on mining DOGE as previously announced. With the first six-month phase of mining DOGE nearing successful completion, VivoPower is confident of the scalability of the business. Leveraging DOGE mining economics, Caret Digital will convert mined DOGE into either XRP or BTC, securing both at an effective discount (based on current DOGE mining economics), which will then allow it to execute on strategies to optimise yield and returns.

The implied market capitalisation for the spin-off is US$308 million (subject to change based on market conditions and other factors). Additionally, Caret Digital intends to raise up to US$50 million from strategic investors as part of the transaction to support growth plans and it has been engaged in negotiations with counterparties in the Middle East and Asia. Since the election of US President Donald Trump and the recent investment of the Trump brothers in digital asset mining, there has been a significant increase in interest in digital asset mining activities outside of the United States, including in countries where such activity has previously been prohibited. In addition, renewable power sources at sub 3c/watt have been identified.

With the support of VivoPower's Chairman of the Board of Advisors, Adam Traidman, an experienced and dedicated digital asset mining team is being assembled.  Mr. Traidman has a strong track record scaling up digital asset mining operations for Japan's leading financial conglomerate, the Tokyo-listed SBI Group.

It is proposed that VivoPower shareholders as at a future record date, will be entitled to receive five (5) shares of Caret Digital for each VivoPower share held. VivoPower today lodged a notice in accordance with NASDAQ rules that provides at least 10 calendar days' notice of an ex-date.

There can be no assurances that VivoPower will consummate the proposed transaction on the terms currently contemplated, or at all, as it will be subject to market conditions.

Forward-Looking Statements

This communication includes certain statements that may constitute "forward-looking statements" for purposes of the U.S. federal securities laws. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or other characterisations of future events or circumstances, including any underlying assumptions. The words "anticipate, "target", "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements may include, statements about the achievement of performance hurdles, or the benefits of the events or transactions described in this communication and the expected returns therefrom. These statements are based on VivoPower's management's current expectations or beliefs and are subject to risk, uncertainty, and circumstantial changes. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, and/or regulatory factors, and other risks and uncertainties affecting VivoPower's business. These risks, uncertainties and contingencies include changes in business conditions, changes in accounting interpretations, management of rapid growth, competitive intensity, macroeconomic changes, geopolitical events and regulatory changes, and other factors set forth in VivoPower's filings with the United States Securities and Exchange Commission. The information set forth herein should be read in light of such risks. VivoPower is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements whether as a result of new information, future events, changes in assumptions or otherwise.

Contact 

Shareholder Enquiries 

media@vivopower.com 

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SOURCE VivoPower International PLC

FAQ

What is the target market capitalization for VivoPower's Caret Digital spin-off IPO?

The target market capitalization for Caret Digital's NASDAQ spin-off IPO is US$308 million, subject to market conditions and other factors.

How many Caret Digital shares will VVPR shareholders receive in the spin-off?

VivoPower shareholders will receive five (5) shares of Caret Digital for each VivoPower (VVPR) share held at a future record date.

What is Caret Digital's business strategy?

Caret Digital focuses on digital asset mining, primarily mining DOGE with plans to convert it into XRP or BTC to optimize yield and returns.

How much pre-IPO investment is Caret Digital seeking?

Caret Digital is in negotiations with strategic investors from the Middle East and Asia for up to US$50 million in pre-IPO investment.

What is the power cost structure for Caret Digital's mining operations?

Caret Digital has identified renewable power sources at sub 3 cents per watt for its mining operations.