8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 18, 2016

AROWANA INC.

(Exact Name of Registrant as Specified in Charter)

Cayman Islands	001-36813	N/A
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

Level 11, 153 Walker Street

North Sydney, NSW 2060

Australia

(Address of principal executive offices)

+612-8083-9800

(Issuer’s telephone number)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

AROWANA INC. (“ARWA”) HAS MADE AND INTENDS TO CONTINUE TO MAKE PRESENTATIONS TO CERTAIN OF ITS SHAREHOLDERS AND WARRANTHOLDERS, AS WELL AS OTHER PERSONS WHO MIGHT BE INTERESTED IN PURCHASING ARWA’S SECURITIES, IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION (THE “BUSINESS COMBINATION”) WITH VIVOPOWER INTERNATIONAL PLC (“VIVOPOWER”), AS DESCRIBED IN THIS REPORT, IN ARWA’S CURRENT REPORT ON FORM 8-K FILED ON AUGUST 16, 2016 AND IN VIVOPOWER’S REGISTRATION STATEMENT ON FORM S-4 INITIALLY FILED ON AUGUST 24, 2016, AS AMENDED (FILE NO. 333-213297) (THE “REGISTRATION STATEMENT”). THIS CURRENT REPORT ON FORM 8-K, INCLUDING SOME OR ALL OF THE EXHIBITS HERETO, MAY BE DISTRIBUTED TO PARTICIPANTS AT SUCH PRESENTATIONS.

EARLYBIRDCAPITAL, INC. (“EBC”), THE MANAGING UNDERWRITER OF ARWA’S INITIAL PUBLIC OFFERING (“IPO”) CONSUMMATED IN MAY 2015, IS ASSISTING ARWA IN THESE EFFORTS, FOR WHICH EBC WILL RECEIVE A FEE OF APPROXIMATELY US$3,300,000 IF THE BUSINESS COMBINATION IS SUCCESSFULLY CONSUMMATED. ARWA, ITS DIRECTORS AND EXECUTIVE OFFICERS AND EBC MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETINGS OF ARWA SHAREHOLDERS AND WARRANTHOLDERS TO BE HELD IN CONNECTION WITH THE BUSINESS COMBINATION.

SHAREHOLDERS AND WARRANTHOLDERS OF ARWA AND OTHER INTERESTED PERSONS ARE ADVISED TO READ THE PRELIMINARY PROXY STATEMENT/PROSPECTUS AND, WHEN AVAILABLE, DEFINITIVE PROXY STATEMENT/PROSPECTUS IN CONNECTION WITH VIVOPOWER’S ISSUANCE OF SECURITIES AND ARWA’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETINGS OF SHAREHOLDERS AND WARRANTHOLDERS, AS WELL AS THE REGISTRATION STATEMENT OF WHICH THE PROXY STATEMENT/PROSPECTUS FORMS A PART AND ANY AMENDMENTS OR SUPPLEMENTS TO THE PROXY STATEMENT/PROSPECTUS, BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION. SUCH PERSONS CAN ALSO READ ARWA’S IPO FINAL PROSPECTUS, DATED MAY 1, 2015, AND ARWA’S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED FEBRUARY 29, 2016, FOR A DESCRIPTION OF THE SECURITY HOLDINGS OF THE ARWA OFFICERS AND DIRECTORS AND THEIR RESPECTIVE INTERESTS AS SECURITY HOLDERS IN THE SUCCESSFUL CONSUMMATION OF THE BUSINESS COMBINATION. THE DEFINITIVE PROXY STATEMENT/PROSPECTUS WILL BE MAILED TO SHAREHOLDERS AND WARRANTHOLDERS OF ARWA AS OF A RECORD DATE TO BE ESTABLISHED FOR VOTING ON THE BUSINESS COMBINATION. SECURITYHOLDERS WILL ALSO BE ABLE TO OBTAIN A COPY OF SUCH DOCUMENTS, WITHOUT CHARGE, BY DIRECTING A REQUEST TO: MORROW SODALI, 470 WEST AVENUE, STAMFORD CT 06902, (800) 662-5200, ARWA.INFO@MORROWCO.COM. THESE DOCUMENTS, ONCE AVAILABLE, AND ARWA’S IPO FINAL PROSPECTUS AND ANNUAL REPORT ON FORM 10-K, CAN ALSO BE OBTAINED, WITHOUT CHARGE, AT THE SECURITIES AND EXCHANGE COMMISSION’S INTERNET SITE (HTTP://WWW.SEC.GOV).

ADDITIONAL INFORMATION AND FORWARD-LOOKING STATEMENTS

This report and the exhibits hereto are not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of ARWA or VIVOPOWER, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

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This report and the exhibits hereto include “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. vivopower’s actual results may differ from its expectations, estimates and projections and, consequently, you should not rely on these forward looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, ARWA’S and vivopower’s expectations with respect to future performance, anticipated financial impacts of the TRANSACTIONS DESCRIBED HEREIN; approval of the transactions by security holders; the satisfaction of the closing conditions to the transactions; and the timing of the completion of the transactions.

These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside the parties’ control and difficult to predict. Factors that may cause such differences include: business conditions; natural disasters; changing interpretations of INTERNATIONAL FINANCIAL REPORTING STANDARDS; outcomes of government reviews; inquiries and investigations and related litigation; continued compliance with government regulations; legislation or regulatory environments; requirements or changes adversely affecting the business in which VIVOPOWER is engaged; fluctuations in customer demand; general economic conditions; and geopolitical events and regulatory changes. Other factors include the possibility that the TRANSACTIONS do not close, including due to the failure to receive required security holder approvals, or the failure of other closing conditions.

The foregoing list of factors is not exclusive. Additional information concerning these and other risk factors is contained in ARWA’S most recent filings with the SEC. All subsequent written and oral forward-looking statements concerning ARWA AND VIVOPOWER, the transactions DESCRIBED HEREIN or other matters and attributable to ARWA AND VIVOPOWER or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Neither ARWA NOR VIVOPOWER undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in their expectations or any change in events, conditions or circumstances on which any such statement is based.

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THIS COMMUNICATION IS ONLY BEING DISTRIBUTED TO, AND IS ONLY DIRECTED AT (I) PERSONS WHO ARE OUTSIDE THE UNITED KINGDOM; OR (II) PERSONS HAVING PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE UK FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005; OR (III) HIGH NET WORTH BODIES CORPORATE, UNINCORPORATED ASSOCIATIONS AND PARTNERSHIPS AND TRUSTEES OF HIGH VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2) OF THE UK FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (ALL SUCH PERSONS IN (I) TO (III) ABOVE BEING REFERRED TO AS "RELEVANT PERSONS"). THE SECURITIES TO BE OFFERED IN CONNECTION WITH THE BUSINESS COMBINATION ARE ONLY AVAILABLE TO, AND ANY INVITATION, OFFER OR AGREEMENT TO SUBSCRIBE, PURCHASE OR OTHERWISE ACQUIRE SUCH SECURITIES WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS, AND ANY PERSON WHO IS NOT A RELEVANT PERSON SHOULD NOT RELY ON OR ACT UPON THIS COMMUNICATION.

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Item 1.01 Entry into a Material Definitive Agreement.

On October 18, 2016, Arowana Inc., a Cayman Islands exempted company (“ARWA”), entered into Amendment No. 1 (the “Amendment”) to the Contribution Agreement (the “Contribution Agreement”), dated August 11, 2016, by and among ARWA, Arowana International Limited, an Australian company affiliated with certain of ARWA’s officers, directors and shareholders (“AWN”), and VivoPower International PLC, an England and Wales public limited company and wholly-owned subsidiary of AWN (“VivoPower”).

Pursuant to the Contribution Agreement as in effect prior to the Amendment, ARWA agreed to contribute to VivoPower the funds held in the trust account that holds the proceeds of ARWA’s initial public offering, less certain transaction expenses, amounts used to pay ARWA public shareholders who properly exercise their conversion rights in connection with the vote to approve the transactions contemplated by the Contribution Agreement (the “Transactions”) and reserves for liquidation and dissolution expenses, in exchange for ordinary shares of VivoPower. To the extent ARWA public shareholders sought conversion of fewer than the maximum number of public shares permitted under the Contribution Agreement, ARWA would use the excess funds held in the trust account to purchase additional shares of VivoPower from VivoPower, who would in turn utilize those funds to repurchase a like number of VivoPower shares from AWN, subject to certain limitations.

Pursuant to the Amendment, the parties modified the Contribution Agreement as follows:

● It is a condition to the parties’ obligations to consummate the Transactions that ARWA public shareholders seek conversion of less than a maximum number of ARWA public shares. This condition was modified by increasing the maximum from 2,732,400 shares to 6,127,200 shares. Accordingly, the minimum amount of cash ARWA is required to contribute to VivoPower was decreased from $56,585,520 to $21,958,560 (less certain fees and expenses incurred by ARWA) and the minimum number of shares VivoPower is required to deliver to ARWA in exchange for such minimum contribution was decreased from 9,444,950 to 6,050,150. In addition, the provision of the Contribution Agreement giving ARWA or VivoPower the right to terminate the agreement if ARWA public shareholders seek conversion of more than the maximum number of ARWA public shares was correspondingly modified.

● To the extent that more than $21,958,560 remains in ARWA’s trust account after payments to ARWA public shareholders who properly exercise their conversion rights, ARWA will use the excess funds to purchase additional VivoPower ordinary shares from VivoPower. However, VivoPower will in turn utilize those funds to repurchase VivoPower ordinary shares from AWN only to the extent that more than $56,585,520 remains in ARWA’s trust account after such conversion payments, the same conditions that would have resulted in such repurchases pursuant to the Contribution Agreement as in effect prior to the Amendment.

● In connection with the Transactions, VivoPower will acquire certain businesses, including Aevitas O Holdings Pty Ltd (“OptionCo”). The consummation of these acquisitions (the “Contingent Acquisitions”) is conditional on the closing of the Transactions. In addition, as soon as practical after the closing of the Transactions and the Contingent Acquisitions, OptionCo will acquire over 99% of Aevitas Group Limited (“Aevitas”). The acquisition of Aevitas in turn would have triggered the repurchase or redemption of certain outstanding unsecured notes and convertible non-cumulative preference shares of Aevitas. Under the Amendment, however, the notes and preference shares will remain outstanding on mutually agreed terms and will be redeemable for ordinary shares of VivoPower in accordance with their terms. Furthermore, under the Amendment, it is a condition to the parties’ obligations to consummate the Transactions that the notes and preferred shares be amended in order to effectuate the changes described above.

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The foregoing summary of the Amendment is qualified in its entirety by reference to the text of the Amendment, which is attached as Exhibit 2.1 hereto and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

ARWA is furnishing the press release attached hereto as Exhibit 99.1 and the investor presentation attached hereto as Exhibit 99.2 as Regulation FD disclosure material. The investor presentation will be used by ARWA and VivoPower in presentations to certain of the ARWA shareholders and other interested parties.

The information furnished under this Item 7.01, including the exhibits related thereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference in any disclosure document of ARWA, except as shall be expressly set forth by specific reference in such documents.

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.

(d)     Exhibits:

Exhibit Description

2.1* Amendment No. 1 to Contribution Agreement, dated as of October 18, 2016, by and among Arowana Inc., VivoPower International PLC and Arowana International Limited.

99.1 Press release.

99.2 Investor presentation.

* Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). ARWA agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 18, 2016

 AROWANA INC.

 By:      /s/ Kevin T. Chin                     

             Name: Kevin T. Chin

             Title: Chief Executive Officer

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EX-2.1

Exhibit 2.1

AMENDMENT NO. 1 TO

CONTRIBUTION AGREEMENT

This AMENDMENT NO. 1 (this “Amendment”) to CONTRIBUTION AGREEMENT, is entered into as of October 18, 2016 by and among AROWANA INC., a Cayman Islands exempted company (“ARWA”), VIVOPOWER INTERNATIONAL PLC, an England and Wales public limited company (“Company”), and AROWANA INTERNATIONAL LIMITED, an Australian company (“AWN”). Capitalized terms used in this Amendment and not otherwise defined herein shall have the meaning ascribed to such terms in the Contribution Agreement (as defined below).

RECITALS

A.     On August 11, 2016, the parties entered into a Contribution Agreement (the “Contribution Agreement”), which provided for a business combination transaction between the parties by means of (i) the contribution by ARWA of cash to the Company in exchange for the issuance by the Company of Company Shares to ARWA, and (ii) the distribution by ARWA of the Company Shares to the holders of ARWA Ordinary Shares by means of a dividend and to the holders of the ARWA Warrants by means of a special distribution, as a result of which the Company would become a public company owned by the existing security holders of the Company and ARWA.

B.     The parties desire to amend the Contribution Agreement, in accordance with Section 11.11 thereof, to (i) reduce the Contribution Amount and the number of Contribution Shares, (ii) amend the definition of “Transaction Fees and Expenses”, (iii) adjust the number of Make-even Shares that may be repurchased by the Company from AWN in certain circumstances, (iv) increase the number of ARWA Ordinary Shares as to which the holders thereof may exercise their Conversion Rights without causing the conditions to the obligations of the parties to effect the Transactions to not be satisfied, (v) provide for certain notes and preferred shares of Aevitas to remain outstanding after the Transactions, and (vi) amend certain other terms of the Merger Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.     The Merger Agreement is hereby amended as follows:

a)     In paragraph (a) of Section 1.1 of the Contribution Agreement, the amount “$56,585,520” is hereby replaced with “$21,958,560” and the number “9,444,950” is hereby replaced with “6,050,150”.

b)     In paragraph (a) of Section 1.1 of the Contribution Agreement the words “in connection with this Agreement and the transactions contemplated hereby” are hereby deleted.

c)     Paragraph (c) of Section 1.1 of the Contribution Agreement is hereby replaced in its entirety with the following:

“(c)     In accordance with the terms and subject to the conditions of this Agreement, at the Closing, the Company will purchase from AWN, and AWN shall sell and deliver to the Company, a number of Company Shares (the “Make-even Shares”) equal to the number of True-up Shares less 3,394,800 (provided that such number is greater than zero and not more than 2,732,400 as required by Section 1.6), free and clear of all Liens, for an aggregate purchase price of $10.20 multiplied by the number of Make-even Shares (the “Make-even Amount”), payable by the Company in cash in U.S. Dollars (the “Make-even Sale” and together with the Contribution, True-up Sale and the other transactions contemplated hereby, the “Transactions”). Any stamp duties payable in connection with the Make-even Sale shall be paid by AWN.”

d)     In paragraph (b) of Section 1.2 of the Contribution Agreement, the number “9,005,500” is hereby replaced with “5,610,700”.

e)     Section 6.21 of the Contribution Agreement is hereby replaced in its entirety with the following:

“6.21     Contingent Acquisitions. The Company and AWN shall use commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to cause the consummation of the acquisition of the businesses set forth on Schedule 6.21 (the “Contingent Acquisition Targets”), on the terms described therein (the “Contingent Acquisitions”), including the consummation of the acquisition (the “VivoPower Acquisition”) of approximately 80% of VivoPower Pty ordinary shares and 100% of VivoPower Pty Series B redeemable preference shares and the acquisition (the “OptionCo Acquisition”) of 100% of Aevitas O Holdings Pty Ltd (“OptionCo”) simultaneously with the Closing of the Transactions or as soon thereafter as practicable, within a reasonable time after which the options to acquire ordinary shares in Aevitas granted to OptionCo by the holders of 99.94% of those ordinary shares shall be exercised, and concurrently therewith the revised terms of the unsecured notes and the convertible non-cumulative preference shares issued by Aevitas as set forth in Schedule 6.21 shall become effective (the “Aevitas Acquisition”). The Company and AWN represent to ARWA that, upon consummation of the Contingent Acquisitions and the Aevitas Acquisition, except as set forth in Schedule 6.21, the Company or one of its Subsidiaries shall own all of the outstanding securities of each Contingent Acquisition Target and of Aevitas, free and clear of all Liens, and there shall be no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which such Contingent Acquisition Target or Aevitas is a party or by which such Contingent Acquisition Target or Aevitas is bound obligating such Contingent Acquisition Target or Aevitas to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of such Contingent Acquisition Target or Aevitas. The Company and AWN also shall use commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to cause the adoption of the new Aevitas constitution and the amendment of the terms of the unsecured notes and the convertible non-cumulative preference shares issued by Aevitas to correspond to the terms set out in Schedule 6.21.”

f)     In paragraph (c) of Section 7.1 of the Contribution Agreement, the number “2,732,400” is hereby replaced with “6,127,200”.

g)     In Section 7.1 of the Contribution Agreement, new paragraph (h) is hereby inserted, which shall read in its entirety as follows:

“(h)     the members of Aevitas and the holders of unsecured notes issued by Aevitas pass all necessary resolutions to approve the adoption of the new Aevitas constitution and to amend the terms of the unsecured notes and the convertible non-cumulative preference shares issued by Aevitas to correspond to the terms set out in Schedule 6.21.”

h)     In paragraph (f) of Section 9.1 of the Contribution Agreement, the number “2,732,400” is hereby replaced with “6,127,200”.

i)     Schedules 2.3, 3.3, 3.5, 3.19, 6.21 and 7.3(h) to the Contribution Agreement are hereby replaced with Schedules 2.3, 3.3, 3.5, 3.19, 6.21 and 7.3(h) hereto.

2.     Except as specifically provided in this Amendment, no provision of the Contribution Agreement is modified, changed, waived, discharged or otherwise terminated and the Contribution Agreement shall continue to be in full force and effect. This Amendment and the attachments hereto (which are hereby incorporated herein), together with the Contribution Agreement and the documents and instruments and other agreements among the parties thereto as contemplated by or referred to therein, including, without limitation, the Exhibits and Schedules thereto, as amended hereby, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. Any reference to the Contribution Agreement in the Contribution Agreement or any other agreement, document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the Contribution Agreement, as amended by this Amendment (or as the Contribution Agreement may be further amended or modified after the date hereof in accordance with the terms thereof). This Amendment may be executed in counterparts (including, without limitation, by facsimile, pdf or other electronic document transmission), each of which shall constitute an original, and each of which taken together shall constitute one and the same agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above.

AROWANA INC.

By: /s/ Kevin Tser Fah Chin

       Name: Kevin Tser Fah Chin

       Title: Chief Executive Officer

VIVOPOWER INTERNATIONAL PLC

By: /s/ Philip Comberg

       Name: Philip Comberg

       Title: CEO

AROWANA INTERNATIONAL LIMITED

By: /s/ Kevni Tser Fah Chin

       Name: Kevin Tser Fah Chin

       Title: Executive Chairman

EX-99.1

Exhibit 99.1

AROWANA INC. AMENDS AGREEMENT FOR BUSINESS COMBINATION WITH VIVOPOWER INTERNATIONAL PLC

– PROVIDES UPDATE ON TIMING OF EXTRAORDINARY GENERAL MEETINGS

– VIVOPOWER PROVIDES EARNINGS FORECAST UPDATE

SYDNEY, AUSTRALIA, October 18, 2016 – Arowana Inc. (“ARWA”) (NASDAQ: ARWA, ARWAU, ARWAR, ARWAW), a public investment vehicle formed for the purpose of effecting a merger, acquisition or similar business combination, and VivoPower International PLC (“VivoPower”), a global solar power company, announced today that they have amended the contribution agreement pursuant to which ARWA will contribute cash held in its trust account to VivoPower in exchange for ordinary shares of VivoPower.

VivoPower is a global next generation solar power company that operates a build, transfer, operate model to establish an installed solar power asset base in a capital efficient manner. VivoPower intends to leverage this asset base to sell distributed generation power and manage data driven energy services for commercial, industrial and government customers. VivoPower has offices and personnel in the United Kingdom, the United States, Australia and across Asia. VivoPower is currently wholly owned by Arowana International Limited (ASX: AWN), an Australian company affiliated with certain of ARWA’s officers and directors (“AWN”).

Summary of Amendments

The material terms of the contribution agreement were amended as follows:

● The maximum number of ARWA ordinary shares as to which ARWA shareholders may exercise their conversion rights under the contribution agreement was increased from 2,732,400 shares to 6,127,200 shares. Accordingly, the minimum amount of cash ARWA is required to contribute to VivoPower was decreased from $56,585,520 to $21,958,560 (less certain fees and expenses incurred by ARWA) and the minimum number of shares VivoPower is required to deliver to ARWA in exchange for such minimum contribution was decreased from 9,444,950 to 6,050,150.

● To the extent that more than $21,958,560 remains in ARWA’s trust account after payments to ARWA ordinary shareholders who properly exercise their conversion rights, ARWA will use the excess funds to purchase additional ordinary shares from VivoPower. However, VivoPower will in turn utilize those funds to repurchase VivoPower ordinary shares from AWN only to the extent that more than $56,585,520 remains in ARWA’s trust account after such conversion payments, the same conditions that would have resulted in such repurchases pursuant to the contribution agreement as in effect prior to the amendment.

● In connection with the transactions contemplated by the contribution agreement (the “Transactions”), VivoPower will acquire certain businesses, including Aevitas O Holdings Pty Ltd (“OptionCo”). The consummation of these acquisitions (the “Contingent Acquisitions”) is conditional on the closing of the Transactions. In addition, as soon as practical after the closing of the Transactions and the Contingent Acquisitions, OptionCo will acquire over 99% of Aevitas Group Limited (“Aevitas”). The acquisition of Aevitas in turn would have triggered the repurchase or redemption of certain outstanding unsecured notes and convertible non-cumulative preference shares of Aevitas. Under the amendment, however, the notes and preference shares will remain outstanding on mutually agreed terms and will be redeemable for ordinary shares of VivoPower, in accordance with their terms. Furthermore, under the amendment, it is a condition to the parties’ obligations to consummate the Transactions that the notes and preferred shares be amended in order to effectuate the changes described above.

The description of the amendment, the contribution agreement and the Transactions that is contained herein is only a summary and is qualified in its entirety by reference to the amendment and the contribution agreement relating to the Transactions, a copy of which will be filed by ARWA with the SEC as an exhibit to a Current Report on Form 8-K. Interested parties should visit the SEC website at www.sec.gov.

Extension Meeting and Business Combination Meeting

ARWA is scheduled to hold an extraordinary general meeting of its shareholders on November 3, 2016 (the “Extension Meeting”) to consider and vote on proposals that will extend the time that ARWA has to complete the proposed business combination with VivoPower until January 9, 2017 (the “Extension”). The record date for the Extension Meeting is October 7, 2016.

ARWA also sent notice to its shareholders and warrantholders of a separate extraordinary general meeting of its shareholders and an extraordinary general meeting of its warrantholders to be held on November 3, 2016 (the “Business Combination Meetings”) to consider and vote on proposals to approve the business combination with VivoPower and certain related matters. ARWA has determined to postpone the Business Combination Meetings. If the Extension is approved, the Business Combination Meetings will be rescheduled and a new record date for such meetings will be set.

Earnings Forecast Update

VivoPower previously projected $18.0 million Adjusted EBITDA for the year ending March 31, 2017 for the post-closing combined group. VivoPower now estimates Adjusted EBITDA for such period for the post-closing combined group of between $18.0 million and $20.0 million. The new estimate, which is based on the outlook for VivoPower’s existing projects, and the business’ pipeline of projects, is subject to risks and uncertainties, including general market conditions, the performance of the business’ existing projects and the rate of pipeline conversion. VivoPower is providing the adjusted forecast solely for information purposes, and expects to continue to present an estimate of $18.0 million Adjusted EBITDA for the year ending March 31, 2017 for the post-closing combined group in the proxy statement/prospectus to be used in connection with the business combination and in their other filings with the Securities and Exchange Commission.

About VivoPower

VivoPower is a global next generation solar power company that operates a build, transfer, operate model to establish an installed solar power asset base in a capital efficient manner. VivoPower intends to leverage this asset base to sell distributed generation power and manage data driven energy services for commercial, industrial and government customers.

VivoPower aggregates small and medium sized solar PV projects underpinned by long term power purchasing agreements and then arranges corporate and project financing, engineering design, equipment procurement and project manages the build of such solar PV projects for asset owners. VivoPower also provides power support services (encompassing operations, maintenance and optimisation) under long term contracts with the asset owners so as to maximise the performance and value of solar PV assets. AWN is the sole shareholder of VivoPower.

About ARWA

ARWA was incorporated in the Cayman Islands on October 1, 2014 as a blank check company whose objective is to acquire, through a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, one or more businesses or entities. ARWA’s efforts to identify a prospective target business are not limited to a particular industry or geographic region of the world although it is focusing on target businesses located in the Asia Pacific region (with a particular emphasis on South East Asia and Australia) operating in the energy (including solar and alternative energy) industry, or target businesses in such industry operating outside of those geographic locations which is believed would benefit from expanding their operations to such locations.

ARWA, its directors and executive officers and EarlyBirdCapital, Inc. may be deemed to be participants in the solicitation of proxies for the extraordinary general meetings of ARWA shareholders and warrantholders to be held to approve the Transactions. Shareholders and warrantholders are advised to read the preliminary proxy statement/prospectus and, when available, definitive proxy statement/prospectus in connection with VivoPower’s issuance of securities and ARWA’s solicitation of proxies for the extraordinary general meetings, as well as the registration statement of which the proxy statement/prospectus forms a part and any amendments or supplements to the proxy statement/prospectus, because these documents will contain important information. The definitive proxy statement/prospectus will be mailed to shareholders and warrantholders as of a record date to be established for voting on the Transactions. Shareholders and warrantholders will also be able to obtain a copy of the proxy statement/prospectus, without charge, by directing a request to: Morrow Sodali, 470 West Avenue, Stamford CT 06902, (800) 662-5200, ARWA.info@morrowco.com. These documents, once available, can also be obtained, without charge, at the Securities and Exchange Commission's internet site (www.sec.gov).

Forward Looking Statements

This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding future financial performance, future growth and future acquisitions. These statements are based on ARWA’s and VivoPower’s managements’ 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: business conditions; changing interpretations of IFRS; fluctuations in customer demand; management of rapid growth; intensity of competition from other providers of products and services; general economic conditions; geopolitical events and regulatory changes; the possibility that the Transactions do not close, including due to the failure to receive required shareholder and/or warrantholder approvals or the failure of other closing conditions; and other factors set forth in ARWA’s and VivoPower’s filings with the Securities and Exchange Commission. The information set forth herein should be read in light of such risks. Neither ARWA nor VivoPower is under any 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.

This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transactions and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of ARWA or VivoPower, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

This communication is only being distributed to, and is only directed at (i) persons who are outside the United Kingdom; or (ii) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005; or (iii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons in (i) to (iii) above being referred to as "relevant persons"). The securities to be offered in connection with the business combination are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with relevant persons, and any person who is not a relevant person should not rely on or act upon this communication.

Contact:

Arowana Inc.

Level 11, 153 Walker Street

North Sydney, NSW 2060

Australia

Tel: +612-8083-9800

Email: investor.relations@arowanaco.com

EX-99.2

Exhibit 99.2