March 2025

VivoPower International PLC Announces Intent to Spin-Off of Caret Digital via a Direct Listing on Nasdaq and Dividend Share Distribution

VivoPower subsidiary, Caret Digital, to be spun off via a direct Nasdaq listing

VivoPower shareholders as of a future record date, to receive 5 Caret Digital dividend shares per VivoPower share held

Implied market capitalisation of $250m (subject to change depending on market conditions and quantum of capital raising)

Caret Digital to focus on Dogecoin (DOGE) mining with BTC conversion to optimize returns and yield

 

VivoPower announced today that it has engaged advisors to support in executing its plan to spin off its subsidiary, Caret LLC (Caret Digital), through a direct listing on the Nasdaq Stock Market.

The decision to effectuate a spin off via a direct listing rather than a reverse merger is based on expediency and efficiency in relation to cost and timeline, as well as the ability to more readily distribute dividend shares to VivoPower shareholders. Furthermore, this avoids the complexities of a reverse listing into a Canadian or other non-Nasdaq listed shell company as previously considered.

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. The implied market capitalisation is $250m (which is subject to change based on market conditions and other factors). Additionally, Caret Digital intends to raise $10 million from strategic investors as part of the transaction to support growth plans.

Caret Digital’s strategy will initially focus on cryptocurrency mining, with an emphasis on mining Dogecoin (DOGE) as previously announced. Leveraging DOGE mining economics, the company will convert mined DOGE into Bitcoin (BTC), securing BTC at an effective discount (based on current DOGE mining economics), which will then allow it to execute on strategies to optimise BTC yield and returns.​

The spin-off plan was previously approved by VivoPower shareholders at the Company’s Annual General Meeting held in December 2023. Furthermore, at the Annual General Meeting in December 2024, shareholders authorized the Company to proceed with mergers or divestments, as deemed appropriate, in alignment with the Company’s strategic objectives.

As part of the planned spin-off, 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.

To read our full press release, and to keep up with all of VivoPower’s releases, visit the Press Releases page.

Contact

Shareholder Enquiries

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