Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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VivoPower International PLC (Name of Issuer) |
Ordinary Shares, nominal value $0.12 per share (Title of Class of Securities) |
G9376R100 (CUSIP Number) |
09/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G9376R100 |
| 1 | Names of Reporting Persons
KCM Capital Inc | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
MISSOURI
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,321,280.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
10.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: All 1,321,280 Ordinary Shares, nominal value $0.12 per share, are held by AMC Fund, L.P., which is controlled by KCM Capital, Inc., which is controlled by Kent C. McCarthy. Percent of class is based on 12,527,212 Ordinary Shares outstanding as of June 30, 2025 as reported on the Form 20-F filed by the Issuer with the SEC on October 30, 2025.
SCHEDULE 13G
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| CUSIP No. | G9376R100 |
| 1 | Names of Reporting Persons
MCCARTHY KENT C | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,321,280.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
10.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person: All 1,321,280 Ordinary Shares, nominal value $0.12 per share, are held by AMC Fund, L.P., which is controlled by KCM Capital, Inc., which is controlled by Kent C. McCarthy. Percent of class is based on 12,527,212 Ordinary Shares outstanding as of June 30, 2025 as reported on the Form 20-F filed by the Issuer with the SEC on October 30, 2025.
SCHEDULE 13G
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| CUSIP No. | G9376R100 |
| 1 | Names of Reporting Persons
AMC Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,321,280.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
10.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: All 1,321,280 Ordinary Shares, nominal value $0.12 per share, are held by AMC Fund, L.P., which is controlled by KCM Capital, Inc., which is controlled by Kent C. McCarthy. Percent of class is based on 12,527,212 Ordinary Shares outstanding as of June 30, 2025 as reported on the Form 20-F filed by the Issuer with the SEC on October 30, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
VivoPower International PLC | |
| (b) | Address of issuer's principal executive offices:
BLACKWELL HOUSE, GUILDHALL YARD, LONDON, UNITED KINGDOM, EC2V 5AE. | |
| Item 2. | ||
| (a) | Name of person filing:
This Amendment No. 2 to Schedule 13G is being jointly filed by Kent C. McCarthy ("Mr. McCarthy"), KCM Capital, Inc., a Missouri corporation ("KCM"), and AMC Fund, L.P. ("AMC"), a Delaware limited partnership. Mr. McCarthy, KCM, and AMC have entered into an Agreement Regarding Joint Filing of 13G (the "Agreement") pursuant to which Mr. McCarthy, KCM, and AMC have agreed to file this Amendment No. 2 to 13G jointly and in accordance with the provisions of Rule 13d-1(k)(1) of the Securities Exchange Act of 1934 as amended (the "Act"). A copy of the Agreement is attached hereto as Exhibit 1. | |
| (b) | Address or principal business office or, if none, residence:
The address of each of Mr. McCarthy, KCM and AMC is 13021 W 74th St, Shawnee, KS 66216. | |
| (c) | Citizenship:
Mr. McCarthy is a citizen of the United States of America, KCM is a Missouri corporation and AMC is a Delaware limited partnership. | |
| (d) | Title of class of securities:
Ordinary Shares, nominal value $0.12 per share | |
| (e) | CUSIP No.:
G9376R100 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
1. 1,321,280 - KCM Capital, Inc.* 2. 1,321,280 - AMC Fund, L.P. 3. 1,321,280 - Kent C. McCarthy* * All 1,321,280 Ordinary shares, nominal value $0.12 per share, are held by AMC Fund, L.P., which is controlled by KCM Capital, Inc., which is controlled by Kent C. McCarthy. | |
| (b) | Percent of class:
1. 10.5% - KCM Capital, Inc. 2. 10.5% - AMC Fund, L.P. 3. 10.5% - Kent C. McCarthy Percent of class is based on 12,527,212 Ordinary Shares outstanding as of June 30, 2025 as reported on the Form 20-F filed by the Issuer with the SEC on October 31, 2025. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
1. 0 - KCM Capital, Inc. 2. 0 - AMC Fund, L.P. 3. 0 - Kent C. McCarthy | ||
| (ii) Shared power to vote or to direct the vote:
1. 1,321,280 - KCM Capital, Inc.* 2. 1,321,280 - AMC Fund, L.P. 3. 1,321,280 - Kent C. McCarthy* * All 1,321,280 Ordinary shares, nominal value $0.12 per share, are held by AMC Fund, L.P., which is controlled by KCM Capital, Inc., which is controlled by Kent C. McCarthy. | ||
| (iii) Sole power to dispose or to direct the disposition of:
1. 0 - KCM Capital, Inc. 2. 0 - AMC Fund, L.P. 3. 0 - Kent C. McCarthy | ||
| (iv) Shared power to dispose or to direct the disposition of:
1. 1,321,280 - KCM Capital, Inc.* 2. 1,321,280 - AMC Fund, L.P. 3. 1,321,280 - Kent C. McCarthy* * All 1,321,280 Ordinary shares, nominal value $0.12 per share, are held by AMC Fund, L.P., which is controlled by KCM Capital, Inc., which is controlled by Kent C. McCarthy. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
This Amendment No. 2 to Schedule 13G is being jointly filed by Mr. McCarthy, KCM and AMC. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
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, other than activities solely in connection with a nomination under § 240.14a-11. |
| SIGNATURE | |
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.
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