Arowana maintains its B Corp certification, first achieved in 2018, for the third consecutive cycle
Achievement reinforces Arowana's core purpose of growing people, companies and values
Arowana, the leading Certified B Corporation global investment group, is pleased to announce that it has successfully recertified as a Certified B Corporation. The recertification affirms Arowana's continued commitment to the highest standards of verified social and environmental performance, accountability and transparency.
Arowana has held B Corp certification since 2018, and this latest recertification was completed under B Lab's new standards, which apply to all companies recertifying from 2026 onwards.
As a global investment group, Arowana channels capital and operational support into enterprises that contribute to environmental resilience, foster equitable opportunities and deliver lasting value for all stakeholders.
Kevin Chin, Founder and Executive Chairman of Arowana, said: "Recertifying under a materially tougher standard matters more to us than the certification itself. The new framework removes the ability to trade off one area of performance against another, and that is exactly as it should be. Meeting it across our group is a reflection of the work our teams do every day, not a badge we applied for.
We remain steadfastly committed to our core impact-driven purpose of growing people, companies and values, and to demonstrating that purpose and profit can thrive together."
B Lab is the non-profit network transforming the global economy to benefit all people, communities and the planet. B Corp Certification is a designation that a business is meeting high standards of verified performance, accountability and transparency across areas including employee benefits, charitable giving, supply chain practices and input materials. In April 2025, B Lab published new standards that replaced the previous scoring model with mandatory requirements across seven impact topics, alongside third-party verification.
Arowana Digital
Mr. Harris was the lead battery responsible engineer at SpaceX, leading the engineering team that developed the battery systems of the Falcon 9 rocket, Cargo Dragon, and Crew Dragon spacecraft
Appointment to Advisory Council bolsters VivoPower’s power systems and battery engineering expertise across its sovereign AI data center platform, including operational Nordic sites as well as for Tembo, its electric vehicle business
VivoPower PLC (NASDAQ: VIVO) (“VivoPower” or the “Company”), a B Corp-certified global developer and owner of powered land and data center infrastructure for AI compute applications, today announced the appointment of Porter Harris to its Advisory Council to support the Company’s AI data center power, battery storage, and thermal management strategy. VivoPower is scaling its sovereign AI data center platform, including its 41.5MW operational site at Mo i Rana in Norway, a further 40MW under development, as well as a broader pipeline across the Nordics, the Middle East, and Western Europe.
Mr. Harris brings more than two decades of pioneering experience in high-performance battery engineering, energy storage system design, and frontier energy infrastructure, most notably as the lead battery responsible engineer at SpaceX, where his team developed the battery systems powering the Falcon 9 rocket, the Cargo Dragon spacecraft, and the Crew Dragon human-rated spacecraft.
Porter Harris, Advisory Council Member of VivoPower, said: "I am glad to join VivoPower at this point in the AI infrastructure cycle. The bottleneck most people miss is the integrated stack of power, thermal management, and behind-the-meter storage that determines whether a data center can deliver reliable, low-latency compute at scale. The same physics governs energy storage on a rocket and energy storage at the boundary of a hyperscale data center. The engineering discipline required to put humans in orbit is directly applicable, and so is the rigor required to design systems whose performance must hold across a 20-year+ operating life. I look forward to bringing both to VivoPower across the AI infrastructure assets and Tembo."
Kevin Chin, Executive Chairman and CEO of VivoPower, said: "I am honored to welcome Porter to VivoPower. There are very few engineers in the world who have designed battery systems, trusted to carry human beings into orbit and back, and even fewer who have translated that engineering rigor into stationary energy storage and electrification platforms across multiple continents. As VivoPower accelerates the build-out of its AI data center campuses in its focus markets, it is imperative that our energy systems are best of breed, encompassing behind-the-meter energy storage, demand-response, and thermal-integration requirements. Porter's first-principles engineering perspective and his network across the global power engineering and energy storage ecosystems will be a significant advantage. His appointment further strengthens the depth of technical leadership on our Advisory Council and signals our long-term commitment to operational excellence as we scale."
Mr. Harris is the Founder and Managing Partner of Aeonix Studio, a Pasadena, California-based research laboratory and venture studio focused on advanced physical sciences, energy systems, and frontier engineering. He continues to advise and invest in companies working at the intersection of high-performance battery technology, stationary energy storage, and next-generation electrification infrastructure.
Mr. Harris's career began at Lawrence Livermore National Laboratory, where he worked on high voltage and high energy pulsed power systems before joining SpaceX as the battery responsible engineer, leading the engineering team that developed the battery systems for the Falcon 9 launch vehicle, the Cargo Dragon spacecraft, and the Crew Dragon human-rated spacecraft. His pioneering work in thermal management methodology and lithium-ion pack architecture established design standards that have since been adopted across aerospace, automotive, and grid-scale stationary storage applications. He holds twenty-two (22) patents, issued in the United States, in high voltage energy and power systems and in lithium-ion battery design, including novel mechanical and thermal architectures for high-performance, long lifetime packs.
Mr. Harris's appointment further strengthens the depth of technical and operational expertise on VivoPower's Advisory Council. As VivoPower scales its sovereign AI data center platform across the Nordics, the Middle East, and Western Europe — including its 41.5 MW operational site at Mo i Rana in Norway, with a further 40 MW under development, and its 300 MW pipeline in Finland — the integration of behind-the-meter battery energy storage systems (BESS), demand-response capability, and advanced thermal management will be a critical determinant of competitive advantage. Mr. Harris's engineering leadership in these domains complements the Advisory Council's existing strengths in sovereign AI strategy, capital markets, and international partnerships.
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 characterizations of future events or circumstances, including any underlying assumptions. The words "anticipate," "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, for example, statements about the appointment of advisory council members, the expected contributions of advisory council members, the Company's ability to execute on its AI infrastructure strategy, and the benefits of the events or transactions described in this communication. These statements are based on VivoPower's management's current expectations or beliefs and are subject to risk, uncertainty, and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive and/or regulatory factors, and other risks and uncertainties affecting the operation of VivoPower's business. These risks, uncertainties and contingencies include changes in business conditions, fluctuations in customer demand, changes in accounting interpretations, management of rapid growth, intensity of competition from other providers of products and services, changes in general economic conditions, 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.
Media Contacts
VivoPower: [email protected]
New tenant(s) expected to further improve data center economics for VivoPower beyond its current annual $31 million in revenues and $10 million in EBITDA — transaction expected to be finalized by June 30, 2026
Short list follows the completion of a lease bidding process, which fielded firm proposals that were stronger and broader than anticipated
Board also received and evaluated unsolicited offers to acquire the asset at a premium to VivoPower’s acquisition price, which were rejected
Board considers strategic value to be materially higher, given the asset has amongst the lowest power costs for data centers in Europe and the world
Operational 41.5MW with a further 40MW expected to be energizable within 18 to 24 months, subject to regulatory approval
VivoPower PLC (NASDAQ: VIVO) (“VivoPower” or the “Company”), a B Corp-certified global developer and owner of powered land and data center infrastructure for AI compute applications, today announced that following the completion of its acquisition of the Mo i Rana data center on April 21, 2026, the Company has completed a formal competitive RFP (request for proposal) selection process to evaluate prospective tenants and has now short listed selected AI operator tenants. The selection process has been conducted in a manner consistent with the Company’s Power-to-X strategy to ensure the highest and best use case for its power infrastructure assets.
Short List Process Overview
VivoPower’s management team has worked closely with external partner advisors to identify tenants whose commercial terms, operational requirements, and strategic fit best serve the interests of VivoPower shareholders. Multiple formal offers were received, including offers to acquire all or part of the asset at a material premium to VivoPower’s acquisition price. The acquisition offers were rejected on the basis that the Company believes there is materially higher value to transitioning to dedicated AI digital infrastructure to powered shell level and leasing it out to AI operators for 10+ years.
The process evaluated candidates based on the following criteria:
VivoPower is now working to finalize the transaction with the selected AI operator(s), with a target for agreement by June 30, 2026.
Asset Overview
Mo i Rana is a fully operational 41.5MW data center facility located in the Mo i Rana industrial precinct in northern Norway. The site is powered by 100% renewable hydroelectric energy at a cost below US$0.035/kWh — among the lowest power costs for data centers in Europe and the world. An additional 40MW of expansion capacity has the potential to be energized within the next 18 to 24 months subject to regulatory approval, which would bring the total site capacity to over 80MW.
Forward-Looking Statements
This communication includes certain statements that may constitute “forward-looking statements” for purposes of the U.S. federal securities laws.
This announcement contains forward-looking statements including, but not limited to, the Company’s ability to maintain or improve current EBITDA levels, the potential for operational efficiencies, the successful positioning of the Mo i Rana site for AI compute applications, the outcome and timing of the tenant selection process, the Company’s ability to enter into agreements with prospective tenants on favorable terms, the potential expansion of site capacity, and the Company’s ability to successfully integrate the acquired operations and realize anticipated efficiencies and financial results. These statements are “targets” and “projections” only. Actual results may differ materially due to risks including: (i) fluctuations in input prices; (ii) delays in AI hardware procurement; (iii) regulatory delays affecting capacity expansion; (iv) the timing and outcome of the RFP process; (v) the Company’s ability to secure and retain tenants; (vi) changes in power availability or pricing; (vii) general market volatility; and (viii) the Company’s ability to successfully integrate the acquired operations and realize anticipated efficiencies.
Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target”, “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, for example, 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 changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive and/or regulatory factors, and other risks and uncertainties affecting the operation of VivoPower’s business. These risks, uncertainties and contingencies include changes in business conditions, fluctuations in customer demand, changes in accounting interpretations, management of rapid growth, intensity of competition from other providers of products and services, changes in general economic conditions, geopolitical events and regulatory changes, and other factors set forth in VivoPower’s filings with the United States Securities and Exchange Commission. 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.
Non-GAAP Financial Measures
This release may contain non-GAAP financial measures, including EBITDA. The Company believes these measures provide useful information but should not be considered in isolation or as a substitute for GAAP financial measures. A reconciliation to the most directly comparable GAAP measure is not available without unreasonable effort.
Media Contacts
VivoPower: [email protected]
Transaction closed and fully funded for the $41 million acquisition, with no additional public equity raising required for the transaction
Company expects to achieve immediate group-level EBITDA profitability on a pro forma basis — a step change transformation from pre-acquisition levels
Facility capacity confirmed at 41.5MW with an additional 40MW expansion subject to regulatory approval, providing a pathway to over 80MW
VivoPower PLC (NASDAQ: VIVO) (“VivoPower” or the “Company”), a B Corp-certified global developer and owner of powered land and data center infrastructure for AI compute applications, today announced the closing of the transaction to acquire certain operating subsidiaries of Cowa, which collectively own and operate an energized and operational 41.5MW data center infrastructure facility in the Moi i Rana industrial precinct in Norway, powered by 100% renewable hydroelectric energy.
The transaction, first announced on December 30, 2025, has now closed following receipt of all necessary approvals. The acquisition is now fully completed.
Financial Impact
The table below summarizes the key financial metrics of VivoPower pre-acquisition as well as the contribution from the acquisition:
Annualized revenues from the acquired operations are approximately US$31 million, derived from contracted infrastructure and hosting arrangements, based on the data center’s historical financial records. The pro forma EBITDA contribution of approximately US$10 million per annum reflects stabilized infrastructure operations prior to any AI compute optimization. VivoPower is in discussions on AI computing use cases with potential tenants.
Asset Overview
The facility currently operates at 41.5MW of fully energized capacity, powered by 100% renewable hydroelectric energy at a cost below US$0.035/kWh. An additional 40MW of expansion capacity is subject to regulatory approval, which would bring the total site capacity to over 80MW.
The site’s low-cost hydropower, cold-climate Nordic location in the Mo i Rana industrial precinct and high-density power availability position it for efficient repurposing into higher-value AI compute applications.
Progress Report
Since the announcement of the exclusive heads of agreement on December 30, 2025, VivoPower has:
Kevin Chin, Executive Chairman and CEO of VivoPower, said: “We are pleased to have completed this transformational transaction, securing a strategic and income-producing data center asset at a disciplined 4x EBITDA multiple. Our focus has already shifted from deal execution to asset optimization and continuing to build on the broader opportunities across our powered land portfolio.”
Fiorenzo Manganiello, Board Director of Cowa, said: “We are excited to collaborate with VivoPower as it builds a global footprint in sustainable energy-backed digital infrastructure. This partnership reflects a shared belief in the long-term convergence of energy and computing.”
Forward-Looking Statements
This communication includes certain statements that may constitute “forward-looking statements” for purposes of the U.S. federal securities laws.
This announcement contains forward-looking statements including, but not limited to, the Company’s ability to achieve US$10m in EBITDA, the potential for operational efficiencies, the successful repurposing of the site for AI compute applications, the potential expansion of site capacity, the Company’s ability to successfully integrate the acquired operations and realize anticipated efficiencies and financial results, the anticipated completion of the Tembo business combination and separate Nasdaq listing, and the expected removal of Tembo-related costs from VivoPower’s consolidated results upon completion of such transaction. These statements are “targets” and “projections” only. Actual results may differ materially due to risks including: (i) fluctuations in input prices; (ii) delays in AI hardware procurement; (iii) regulatory delays affecting capacity expansion; (iv) general market volatility; and (v) the Company’s ability to successfully integrate the acquired operations and realize anticipated efficiencies; and (vi) the risk that the proposed Tembo business combination may not be completed in a timely manner or at all, in which case Tembo-related costs would continue to be borne by VivoPower.
Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target”, “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, for example, 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 changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive and/or regulatory factors, and other risks and uncertainties affecting the operation of VivoPower’s business. These risks, uncertainties and contingencies include changes in business conditions, fluctuations in customer demand, changes in accounting interpretations, management of rapid growth, intensity of competition from other providers of products and services, changes in general economic conditions, geopolitical events and regulatory changes, and other factors set forth in VivoPower’s filings with the United States Securities and Exchange Commission. 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.
Non-GAAP Financial Measures
This release contains "Pro Forma EBITDA" and "Adjusted EBITDA," both non-GAAP financial measures. The Company believes these measures provide useful information but they should not be considered in isolation. A reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure is provided in the "Financial Impact" section of this release. A reconciliation of Pro Forma EBITDA to the most directly comparable GAAP measure is not available without unreasonable effort due to the unaudited nature of the target's historical financial statements.
Note 3: Adjusted EBITDA for continuing operations for the fiscal year ended June 30, 2025 was a loss of $8.2 million. Adjusted EBITDA is a non-IFRS financial measure. We define Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, impairment of assets, impairment of goodwill, other finance income and expenses, one-off non-recurring costs including restructuring expenses and non-cash equity remuneration.
Additionally, the Company notes that on a standalone basis, Tembo accounted for approximately $1.8m in direct operating expenses and $6.2m in indirect overheads allocated on an activity-based costing approach from the Corporate segment. Should the proposed Tembo business combination and separate NASDAQ listing be consummated, the majority of these costs would no longer be borne by VivoPower. The Tembo business combination remains subject to the satisfaction of certain closing conditions, including the Registration Statement on Form F-4 being declared effective by the SEC and receipt of CCTS shareholder approval.
Group-level profitability is measured on a pro forma EBITDA basis and does not necessarily indicate profitability on a GAAP net income basis. Actual GAAP results for the periods including the acquisition will be reported in VivoPower’s periodic filings with the SEC. Note the above figures in the table do not represent forecasts but pro forma figures.
Media Contacts
VivoPower: [email protected]
April 21, 2026
VivoPower PLC (Nasdaq: VIVO) ("VivoPower" or the "Company"), a B Corp-certified global developer and owner of powered land and data center infrastructure for AI compute applications, today announced the appointment of Khadija Mustafa to its Advisory Council. Ms. Mustafa brings over two decades of global technology leadership experience, with deep expertise in artificial intelligence strategy, international partnerships, and business commercialization across the United States, the Middle East, Europe, and high-growth emerging markets.
Khadija Mustafa, Advisory Council Member of VivoPower, said: "I’m pleased to be joining VivoPower. Sovereign AI is becoming the operating system of nations, shaping how they compete, secure their interests, and govern in an increasingly complex geopolitical landscape. The defining question is no longer access to intelligence, but control over the physical foundations that enable it. Leadership in this layer will define the next phase of global competitiveness. VivoPower is building at this critical convergence of energy, land, and compute with clarity and focus, and is uniquely positioned to shape how sovereign AI infrastructure is developed and accessed in the years ahead, an emerging priority for many nations."
Kevin Chin, Executive Chairman and CEO of VivoPower, said: "I am honored to welcome Khadija to VivoPower. She has built and scaled AI businesses across some of the world's most competitive and strategically important markets, and she understands how infrastructure, capital, and policy intersect in the AI era across multiple sovereign jurisdictions globally. As VivoPower expands its global footprint in powered land and data center infrastructure, her global insights and commercial experience will be a great advantage."
Ms. Mustafa is the Founder and CEO of Beyyond.ai, a strategic advisory firm helping nations, boards, family offices, funds, and founders build AI ecosystems that align innovative applications with sovereign compute, deep tech, and commercial realities. She is also a Lead Business Mentor and Advisor for the Harvard Alumni Entrepreneurs Accelerator.
Prior to founding Beyyond.ai, Ms. Mustafa held senior executive roles at the forefront of global AI infrastructure and enterprise technology. She has led international partnership strategies spanning Fortune 500 corporations, high-growth unicorns, and cutting-edge AI startups across multiple continents. Earlier in her career, she spent over two decades at Microsoft, where she headed go-to-market for AI and autonomous systems, played an instrumental role in one of the largest technology acquisitions of its era, valued at $8.5 billion, and oversaw a multi-billion-dollar commercial supply chain for hardware devices, as well as pioneering the expansion of a health technology business across 79 countries in the Middle East and Africa. She also led global partnerships for Core 42, which is part of G42, the Abu Dhabi headquartered AI technology holding company that has global operations and counts Mubadala (a sovereign wealth fund of the United Arab Emirates), Microsoft, Silverlake, and the Dalio Family Office as shareholders.
Ms. Mustafa's appointment strengthens VivoPower's ability to execute on its global AI infrastructure strategy. Her extensive network across hyperscalers, sovereign institutions, and frontier AI companies — spanning the US, Middle East, Europe, and emerging markets — opens direct pathways to the partnerships and capital flows that matter most in today's AI infrastructure race. Her proven ability to drive large-scale commercial outcomes in complex, fast-moving technology environments will help VivoPower accelerate deal flow, enter new markets, and consolidate its position as a preferred infrastructure partner for the AI era.
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 characterizations of future events or circumstances, including any underlying assumptions. The words "anticipate," "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, for example, statements about the Company’s intention to broaden the Class B conversion program to additional members of the leadership team, the expected impact of the conversion on the Company’s capital structure and governance framework, the achievement of performance hurdles, or the benefits of the events or transactions described in this communication. These statements are based on VivoPower's management's current expectations or beliefs and are subject to risk, uncertainty, and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive and/or regulatory factors, and other risks and uncertainties affecting the operation of VivoPower's business. These risks, uncertainties and contingencies include changes in business conditions, fluctuations in customer demand, changes in accounting interpretations, management of rapid growth, intensity of competition from other providers of products and services, changes in general economic conditions, geopolitical events and regulatory changes, and other factors set forth in VivoPower's filings with the United States Securities and Exchange Commission. Specifically in relation to the conversion to unlisted restricted Class B shares, there is a defined process that needs to be completed for each tranche of shares to be converted, which involves counterparties and regulators, the timing of which is outside the control of the Company. 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
[email protected]
VivoPower PLC (Nasdaq: VIVO), a leading B Corp-certified global developer and owner of powered land and data center infrastructure for AI compute applications, today announced that Nasdaq has approved the reservation of the ticker symbol “TEMB” for Tembo Group N.V (“Tembo Group”), the combined entity to be formed following the business combination between VivoPower’s wholly-owned subsidiary, Tembo e-LV B.V. (“Tembo e-LV”), and Cactus Acquisition Corporation I (OTC: CCTSF) (“CCTS”).
This ticker approval represents a significant regulatory milestone in the progression of the business combination and proposed listing. Upon completion, Tembo Group will have its ordinary shares and public warrants listed on Nasdaq under the ticker symbols “TEMB” and “TEMBW”, respectively.
Upon completion of the business combination, VivoPower expects to retain a significant equity interest in Tembo Group N.V., subject to final transaction mechanics, including CCTS redemptions and other closing conditions. The business combination values Tembo at a pre-money indicative equity value of approximately US$838 million.
Transaction Status and Next Steps
The transaction is subject to a number of final closing conditions, including:
The parties continue to work toward completion of the transaction as soon as practicable and will provide further updates as appropriate.
As previously announced, Tembo has previously secured long term strategic investment capital from the Emirates and no structured PIPE capital is required and will not be considered. The proposed listing of Tembo as a separately traded public company is intended to unlock value for VivoPower shareholders while enabling Tembo to access growth capital directly.
This announcement does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No assurance can be given that the business combination will be completed or that Tembo Group’s securities will be listed on Nasdaq.
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 characterizations of future events or circumstances, including any underlying assumptions. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," “target”, "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, for example, 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 changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive and/or regulatory factors, and other risks and uncertainties affecting the operation of VivoPower's business. These risks, uncertainties and contingencies include changes in business conditions, fluctuations in customer demand, changes in accounting interpretations, management of rapid growth, intensity of competition from other providers of products and services, changes in general economic conditions, 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.
Forward-looking statements also include, but are not limited to, statements regarding the anticipated completion of the business combination and IPO, the anticipated trading of Tembo Group securities and the projected future performance of the combined company. These forward-looking statements are based on VivoPower’s, Tembo’s and CCTS’s current expectations and are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Actual outcomes and results may differ materially from those indicated by these forward-looking statements as a result of various factors, including, among others: the inability to complete the business combination; the inability to obtain SEC effectiveness of the Registration Statement; the inability to obtain CCTS shareholder approval; the risk that the proposed transaction may not be completed in a timely manner or at all; the risk that the conditions to the closing of the proposed transaction may not be satisfied; the possibility that competing offers or acquisition proposals could be made; the inability of Tembo Group to list its securities on Nasdaq; changes in general economic and/or industry specific conditions; and other risks and uncertainties indicated from time to time in the Registration Statement, including those under “Risk Factors” therein, and in VivoPower’s other filings with the SEC. You are cautioned not to place undue reliance on forward-looking statements. VivoPower assumes no obligation and does not intend to update these forward-looking statements, except as required by law
Important Information About the Business Combination
In connection with the business combination, the combined company has filed with the SEC a Registration Statement on Form F-4, and in accordance with customary protocol, has received comments back to which it is compiling responses to. The definitive proxy statement and other relevant documents will be mailed to shareholders of CCTS as of a record date to be established for voting on the business combination. Shareholders of CCTS and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus, and amendments thereto, and the definitive proxy statement/prospectus in connection with CCTS’s solicitation of proxies for its special meeting of shareholders to be held to approve the proposed business combination, because these documents will contain important information about CCTS, Tembo, VivoPower, and the proposed business combination. Shareholders will also be able to obtain copies of the Registration Statement and the proxy statement/prospectus, without charge, once available in final approved form, on the SEC’s website at www.sec.gov or by directing a request to CCTS at Cactus Acquisition Corp. 1 Ltd, 4B Cedar Brook Drive, Cranbury, NJ 08512, telephone: (609) 495-2222.
Contact
Shareholder Enquiries
[email protected]
VivoPower PLC (Nasdaq: VIVO), a B Corp-certified global developer and owner of powered land and data center infrastructure for AI compute applications, today announced that Executive Chairman and CEO Kevin Chin and other affiliated entities have voluntarily initiated conversion of 2.96m of NASDAQ listed Class A ordinary shares into unlisted Class B ordinary shares, a non-tradable share class carrying enhanced voting rights. This has the effect of removing these Class A ordinary shares from the publicly tradeable float.
As and when appropriate, the Board’s intention is to broaden the conversion of NASDAQ-listed free trading Class A Ordinary Shares into unlisted Class B Ordinary shares amongst its executive leadership ranks to further engender long term alignment and ownership.
On February 18, 2026, Mr. Chin and other board members increased their aggregate shareholdings by 2,650,000 shares, with Mr. Chin accounting for the majority. The conversion of 2,961,000 Class A ordinary shares into Class B shares removes them from the publicly tradeable pool and represents the next step in that commitment — moving from acquisition to voluntary long term unlisted status. This transaction reinforces Mr. Chin’s long-term commitment to VivoPower and strengthens governance alignment with the Company’s mission to deliver sustained value creation in Sovereign AI Data Centre infrastructure.
Transaction Overview
The conversion is being effectuated pursuant to the authority granted by shareholders at the Company’s Extraordinary General Meeting held on January 30, 2026 (Resolution 3), which approved the introduction of a dual-class share structure. The key terms of the conversion are as follows:
Strategic Rationale
The conversion of Class A shares into Class B shares is the latest in a series of considered steps taken by VivoPower to strengthen its capital structure and governance framework in support of long-term value creation. This action should be viewed in the context of the Company’s broader non-dilutive capital strategy, which includes:
The Board believes that broadening the Class B shareholder base among the Company’s most senior operators over time and subject to performance and commitment will further strengthen governance alignment and reinforce a culture of long-term stewardship across the leadership team. Any future extension of Class B shares to additional members of the leadership team would be subject to Board approval and disclosed in accordance with applicable securities laws.
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 characterizations of future events or circumstances, including any underlying assumptions. The words "anticipate," "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, for example, statements about the Company’s intention to broaden the Class B conversion program to additional members of the leadership team, the expected impact of the conversion on the Company’s capital structure and governance framework, the achievement of performance hurdles, or the benefits of the events or transactions described in this communication. These statements are based on VivoPower's management's current expectations or beliefs and are subject to risk, uncertainty, and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive and/or regulatory factors, and other risks and uncertainties affecting the operation of VivoPower's business. These risks, uncertainties and contingencies include changes in business conditions, fluctuations in customer demand, changes in accounting interpretations, management of rapid growth, intensity of competition from other providers of products and services, changes in general economic conditions, geopolitical events and regulatory changes, and other factors set forth in VivoPower's filings with the United States Securities and Exchange Commission. Specifically in relation to the conversion to unlisted restricted Class B shares, there is a defined process that needs to be completed for each tranche of shares to be converted, which involves counterparties and regulators, the timing of which is outside the control of the Company. 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.
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VivoPower PLC (Nasdaq: VIVO) a leading B Corp-certified global developer and owner of powered land and data center infrastructure for AI compute applications, is pleased to announce that effective today, before the open of trading on the Nasdaq stock market, its stock will be traded under the new ticker “VIVO”.
The Company has also officially completed its corporate name change to VivoPower PLC. Both the ticker and name change reflect the Company’s strategic focus on building, owning, and leasing powered land and data center infrastructure for AI compute applications.
The name change does not affect the rights of shareholders, and no action is required from current shareholders.
VivoPower’s core scope remains the provision of land, power, and real-estate infrastructure, while technology and operations remain under the domain of the lessor. The Company aggregates the scarcest input inthe data center value chain—power-secured land—and monetizes these assets through long-term, bankable lease contracts with sovereign nations, hyperscalers, neocloud players, and other tenants.
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 characterizations of future events or circumstances, including any underlying assumptions. The words "anticipate," "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, for example, 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 changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive and/or regulatory factors, and other risks and uncertainties affecting the operation of VivoPower's business. These risks, uncertainties and contingencies include changes in business conditions, fluctuations in customer demand, changes in accounting interpretations, management of rapid growth, intensity of competition from other providers of products and services, changes in general economic conditions, 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.
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Strategic capital raising features participation from New York-based investment firm Blue Sky Capital, as well as Sovereign Family Offices from the GCC region
Investment underscores VivoPower’s strategic position and the critical importance of energy-secured, sovereign-grade infrastructure in the global AI compute race
VivoPower International PLC, a leading B Corp-certified global developer and owner of powered land and data center infrastructure for AI compute applications, today announced it has successfully completed a $30 million strategic private investment in public equity (PIPE). The PIPE is in the form of convertible preference shares with a $6.80 per share conversion price and a 6% annual PIK coupon.
Investors include leading technology and infrastructure investors, including New York-based investment group Blue Sky Capital (BSC). BSC is widely recognized as an early investor in AI data centers globally. In addition, leading sovereign family offices in the GCC (Gulf Cooperation Council) region participated in the PIPE, as did VivoPower Chairman Kevin Chin.
The PIPE investment, structured as convertible preference shares, is priced at $6.80 per share with a 6% annual PIK coupon to reflect long-term alignment with VivoPower’s Sovereign AI strategy. This premium is driven by the conviction that the Company’s expansion into AI infrastructure for sovereign nations and hyperscalers will unlock significant value creation. Proceeds will be primarily deployed to scale the Company’s high-performance AI data center portfolio and for general working capital purposes.
This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or any other jurisdiction.
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 characterizations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “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, for example, 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 changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive, and/or regulatory factors, and other risks and uncertainties affecting the operation of VivoPower’s business. These risks, uncertainties, and contingencies include changes in business conditions, fluctuations in customer demand, changes in accounting interpretations, management of rapid growth, intensity of competition from other providers of products and services, changes in general economic conditions, 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.
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Definitive agreement signed, closing expected in February 2026, grid connection and/or energization targeted within 12 months
OGDC is an AI data center infrastructure developer that has an economic ownership in a portfolio of powered land in Finland
New financing and capital management strategy aims to drive accretion and minimize dilution for VivoPower shareholders
Renewable hydropower at sub-4¢/ kWh supports high-density AI training and inference economics
Acquisition consideration includes contingent value rights that ultimately have a conversion price of $15 per share – priced at a premium to market, aligning OGDC founders with VivoPower upside
OGDC co-founders, with over 75 years of collective experience, will join the VivoPower leadership team
LONDON, UK, Jan. 22, 2026 (GLOBE NEWSWIRE) -- VivoPower International PLC (NASDAQ: VVPR) (“VivoPower” or the “Company”), is pleased to announce it has entered into a definitive agreement to acquire OGDC Pte Ltd (“OGDC”), an AI data center infrastructure developer with an economic interest in strategic powered land across Finland as well as other EU countries.
Through this acquisition, VivoPower will secure an economic interest in 291MW of strategic land across Finland, which is expected to be grid-connected within 12 months. Finland offers several inherent advantages for building AI data centers, including its secure infrastructure, cold climate, and supportive government policies.
Transaction Highlights:
Financing and Capital Management Strategy:
In collaboration with the OGDC team, VivoPower has formulated and will execute a financing and capital management strategy designed to minimize the need to raise equity capital unless it is accretive to shareholders. This involves raising project finance debt and mezzanine finance, refinancing stabilized income-producing assets, and recycling the net equity capital gain released to fund the development of new powered land sites at a high reinvestment rate of return.
Kevin Chin, Executive Chairman and CEO of VivoPower, said: "We are very pleased to have secured this agreement, which delivers an initial 291MW portfolio of powered land in Finland and brings OGDC’s experienced team into VivoPower to execute the rollout. The transaction structure—$13 million cash at closing with CVRs tied to successful energization and a $15 conversion price—aligns incentives and avoids dilution. Furthermore, should milestones be achieved, we anticipate this structure will deliver shareholder value accretion."
Philip von Wulffen, Chairman and Co-Founder of OGDC, said: "We are delighted to be joining forces with VivoPower, which we identified as the optimal permanent capital vehicle to institutionalize and scale our powered-land portfolio. We believe Finland offers a compelling combination of security profile, climate conditions, and renewable hydropower economics, and we’re taking most of our consideration in preference shares that convert at $15 per share, reflecting our long-term commitment to execution."
The transaction is expected to close in February 2026, subject to customary closing conditions.
All amounts are in U.S. dollars unless otherwise stated.
About VivoPower
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 three business units, Tembo, Caret Digital and Vivo Federation. 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 microgrid solutions. Caret Digital is a power-to-x business focused on the highest and best use cases for renewable power, including digital asset mining. Vivo Federation is the digital asset arm of VivoPower focused on XRPL-based real-world blockchain applications and maintaining exposure to Ripple Labs shares and XRP tokens. Across Tembo, Caret Digital and Vivo Federation, VivoPower has assembled a differentiated platform spanning power, mobility, compute and digital infrastructure, which the Company is now aligning behind its highest-return Power-to-X opportunity: Sovereign AI computing.
Forward-Looking Statements
This communication includes certain statements that may constitute "forward-looking statements" for purposes of the U.S. federal securities laws.
This announcement contains forward-looking statements including, but not limited to, the Company’s ability to develop, build, operate and own sovereign data center facilities in Finland. These statements are "targets" and "projections" only. Actual results may differ materially due to risks including: (i) delays in any approval processes necessary in Finland; (ii) delays in equipment procurement and installation; (iii) additional operating costs in the future; (iv) general market and geopolitical volatility; and (v) other unforeseen and uncontrollable risks.
Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," “target”, "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, for example, 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 changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive and/or regulatory factors, and other risks and uncertainties affecting the operation of VivoPower's business. These risks, uncertainties and contingencies include changes in business conditions, fluctuations in customer demand, changes in accounting interpretations, management of rapid growth, intensity of competition from other providers of products and services, changes in general economic conditions, geopolitical events and regulatory changes, and other factors set forth in VivoPower's filings with the United States Securities and Exchange Commission. Due to circumstances outside of its control and/or any other unexpected developments, VivoPower may not ultimately procure any financial benefits from the above agreement or be able to close the transaction. 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.
Corporate Disclosure Policy regarding Social Media
VivoPower International PLC (“the Company”) announces material information to the public through a variety of channels, including SEC filings, press releases, public conference calls, and its corporate website (www.vivopower.com). The Company also intends to use its official social media channels, including its accounts on X (@Vivo_Power) and Stocktwits (VivoPower_Official), as a means of disclosing information about the Company and its services to its shareholders and the public. It is possible that the information the Company posts on these social media channels could be deemed to be material information. Therefore, the Company encourages investors, the media, and others interested in the Company to review the information posted on these channels.
Media Contacts
VivoPower: [email protected]
