Amendment: SEC Form SC 13G/A filed by VivoPower International PLC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Ordinary Shares, nominal value $0.012 per share

(Title of Class of Securities)

G9376R100

(CUSIP Number)

Nima Montazeri

c/o Brown Stone Capital Ltd.

Rear No. 2 Glenthorne Road

London, United Kingdom, N11 3HT

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

June 10, 2024

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1)    Based on 4,082,833 ordinary shares outstanding as confirmed by the Issuer on June 11, 2024.  Upon request of the SEC Staff, the Reporting Person will make available the written confirmation of such outstanding number of ordinary shares.

(1)    Based on 4,082,833 ordinary shares outstanding as confirmed by the Issuer on June 11, 2024.  Upon request of the SEC Staff, the Reporting Person will make available the written confirmation of such outstanding number of ordinary shares.

Item 1.

The class of equity securities to which this Amendment No. 1 (this “Amendment”) to that certain Schedule 13G filed with the SEC as of January 4, 2024 (“Schedule 13G”, and together with this Amendment, the “Amended Schedule 13G”) relates is the ordinary shares, nominal value $0.012 (the “Shares”) of VivoPower International PLC (the “Issuer”), which has its principal executive office at The Scalpel, 18^th Floor, 52 Lime Street, London EC3M 7AF, United Kingdom. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. This Amendment amends the Schedule 13G as specifically set forth herein.

Item 4.  Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

Item 5.  Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.

Item 10.  Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.