VivoPower’s Tembo e-LV Subsidiary on Track for $200 Million Enterprise Value Investment from Energi Holdings via SPAC Transaction

Rhea-AI Summary

VivoPower International (NASDAQ: VVPR) has announced a significant strategic agreement with Energi Holdings regarding its subsidiary Tembo e-LV. Under the agreement, Energi will acquire a 51% stake in Tembo through a PIPE investment, valuing the enterprise at $200 million.

The deal enables Tembo to proceed with its planned business combination with Cactus Acquisition Corp 1 Limited (CCTSF), a SPAC transaction that values Tembo at $838 million in equity value. VivoPower will maintain a significant shareholding post-merger. The company is preparing for Tembo's public listing by recruiting a dedicated board of directors.

Positive

• None.

Negative

• VivoPower will lose majority control of Tembo subsidiary
• Transaction subject to customary closing conditions and successful SPAC merger
• Final purchase price subject to net debt and other adjustments

Energi to acquire 51% of Tembo with VivoPower continuing to hold a significant shareholding in Tembo post-SPAC merger

Energi is supportive of Tembo’s business combination with Cactus Acquisition Corp 1 Limited (“SPAC”) at an equity valuation of $838 million

Tembo can now resume finalizing and filing the F-4 SPAC Registration Statement

LONDON, Aug. 18, 2025 (GLOBE NEWSWIRE) -- VivoPower International PLC (NASDAQ: VVPR) (“VivoPower” or the “Company”) today announced it has reached agreement with Energi Holdings Limited (“Energi”) whereby Energi will proceed to secure a 51% shareholding in Tembo e-LV B.V. (“Tembo”) via a strategic PIPE investment at the previously advised total enterprise valuation of $200 million. This confirmation will now enable the resumption of Tembo’s proposed business combination with the special purpose acquisition company (“SPAC”) namely Cactus Acquisition Corp 1 Limited (“CCTSF”). The immediate priority will be the filing of a registration statement on Form F-4, which will subsequently reviewed by the Securities and Exchange Commission.

The proposed investment by Energi is based on a total enterprise valuation for 100% of Tembo of $200 million, with the equity purchase price for the 51% stake to be derived from this enterprise valuation, adjusted for Tembo’s net debt and other customary adjustments at the time of closing. The investment is subject to completion of Tembo’s previously announced business combination agreement with Cactus Acquisition Corp. 1 Limited (“CCTSF”) and customary closing conditions. VivoPower would continue to retain a significant shareholding in Tembo should the business combination be successfully consummated.

The Board of VivoPower, the parent company of Tembo, has also commenced recruitment of a dedicated board of directors for Tembo, in preparation for its listing as a public company.

About VivoPower International PLC

VivoPower International PLC (NASDAQ: VVPR) is undergoing a strategic transformation into the world’s first XRP-focused digital asset enterprise. The Company’s new direction centers on the acquisition, management, and long-term holding of Ripple Lab shares and XRP digital assets as part of a diversified digital treasury strategy. Through this shift, VivoPower aims to contribute to the growth and utility of the XRP Ledger (XRPL) by supporting decentralized finance (DeFi) infrastructure and real-world blockchain applications.

Originally founded in 2014 and listed on Nasdaq since 2016, VivoPower operates with a global footprint spanning the United Kingdom, Australia, North America, Europe, the Middle East, and Southeast Asia. An award-winning global sustainable energy solutions B Corporation, VivoPower has two business units, Tembo and Caret Digital. Tembo is focused on electric solutions for off-road and on-road customized and ruggedized fleet applications as well as ancillary financing, charging, battery and microgrids solutions. Caret Digital is a power-to-x business focused on the highest and best use cases for renewable power, including digital asset mining.

About Tembo e-LV B.V.

Tembo e-LV B.V. ("Tembo") is a subsidiary of VivoPower. Tembo is a specialist battery-electric and off-road vehicle company that designs and delivers ruggedized light electric vehicle solutions for fleet owners across various industrial sectors, including mining, agriculture, energy utilities, defense, police, government, and humanitarian aid. Tembo’s core purpose is to provide safe and reliable electrification solutions for utility vehicle fleet owners globally.

Forward-Looking Statements

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the Company’s evaluation of the revised proposal from Energi, the potential terms and consummation of such a transaction, the Company's strategic initiatives, including the Tembo SPAC merger and the transformation into an XRP-focused digital asset treasury, the potential use of proceeds from strategic transactions, and the potential return of surplus funds to shareholders. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s 2024 Annual Report on Form 20-F filed with the Securities and Exchange Commission (the “SEC”) and its subsequent SEC filings, as amended or supplemented from time to time. Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

There can be no assurance as to when or if the investment from Energi and the business combination with CCTS will be completed. VivoPower does not intend to make any further announcements regarding this proposal unless and until it determines that further disclosure is appropriate or required.

Contact
Shareholder Enquiries
shareholders@vivopower.com

FAQ

What is the enterprise value of VivoPower's Tembo subsidiary in the Energi Holdings deal?

Energi Holdings will acquire 51% of Tembo based on a $200 million enterprise value.

What is the equity valuation of Tembo in the SPAC merger with Cactus Acquisition?

The SPAC merger values Tembo at an equity valuation of $838 million.

How much of Tembo will Energi Holdings acquire from VivoPower (VVPR)?

Energi Holdings will acquire a 51% controlling stake in Tembo e-LV, while VivoPower will retain a significant minority shareholding.

What are the next steps for the Tembo SPAC merger?

Tembo will proceed with filing a registration statement on Form F-4 for SEC review, while VivoPower recruits a dedicated board for Tembo's public listing.

What conditions must be met for the Energi-Tembo deal to close?

The deal requires completion of Tembo's business combination with Cactus Acquisition Corp 1 Limited (CCTSF) and satisfaction of customary closing conditions.