Global sustainable energy solutions firm VivoPower International PLC (Nasdaq: VVPR) has announced a significant update regarding a takeover proposal and forthcoming spin-offs that could reshape the company’s structure and strategic direction.

Energi Holdings Limited, a privately held energy company based in Abu Dhabi, has revised its previously non-binding offer. Under the amended terms, Energi now proposes to acquire 80% of the unaffiliated free float shares of VivoPower—rather than the entire float—subject to due diligence and final documentation. If completed, the transaction would establish Energi as the majority shareholder, dramatically reducing VivoPower’s free float on the Nasdaq.

Despite the pending deal, VivoPower confirmed it would remain listed on Nasdaq and move forward with two major spin-offs:

• Tembo, its electric vehicle unit, is on track to finalize a SPAC merger with Cactus Acquisition Corp. 1 Ltd., with an anticipated equity value of $838 million.

• Caret Digital, a new venture focused on cryptocurrency mining, particularly Dogecoin (DOGE), is planned for a direct IPO listing on Nasdaq or NYSE American. The proposed spin-off implies a market cap of $250 million, with each VivoPower shareholder set to receive five Caret shares for every VivoPower share held.

Energi Holdings has expressed its support for both spin-offs, which align with its broader investment strategy across emerging energy and digital assets sectors.

This announcement refines Energi’s initial unsolicited cash offer and signals a more strategic, proportional acquisition approach. Energi, which boasts $1 billion in annual revenues and a global presence across five continents, is positioning itself to influence VivoPower’s next chapter while backing its diversification efforts.

VivoPower emphasized that the transaction remains subject to multiple conditions, including regulatory approvals and successful due diligence. As such, there is no guarantee the deal will be finalized.

Founded in 2014 and listed on Nasdaq since 2016, VivoPower has become known for its turnkey decarbonization solutions, serving clients across sectors from mining to transportation. With business interests in regions spanning from Australia to the UAE, the company is now doubling down on EV and blockchain technologies to future-proof its portfolio.

As the company navigates this potential transition, all eyes will be on how its dual spin-offs and reshaped ownership will impact shareholder value and strategic execution in the coming months.