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On 8 September 2025, CoinShares International Limited (“CoinShares”) and Vine Hill Capital Investment Corp., a special purpose acquisition company listed on the Nasdaq Stock Market (“Vine Hill”), and Odysseus Holdings Limited (“Odysseus Holdings”), jointly announced that CoinShares, Vine Hill and Odysseus Holdings have agreed on a joint merger plan including a court-sanctioned scheme of arrangement under Jersey Law between CoinShares and its shareholders (such joint merger plan and the Scheme of Arrangement, together, the “Transaction”), in order to facilitate a change of listing venue for CoinShares ordinary shares from Nasdaq Stockholm to the Nasdaq Stock Market in the United States, or any other public stock market or exchange in the United States as may be agreed between CoinShares and Vine Hill. The total consideration for CoinShares’ shareholders represents a valuation of CoinShares at approximately SEK 11.3 billion or USD 1.2 billion, corresponding to approximately SEK 173.2 per share in CoinShares calculated based on the shares and options outstanding as of 8 September 2025 and representing a premium of approximately 30.6 percent compared to the closing share price of SEK 132.6 in CoinShares on Nasdaq Stockholm on 5 September 2025, which was the last ended trading day prior to the announcement of the Transaction. The consideration of the Transaction consists of ordinary shares in Odysseus Holdings, which will ultimately replace Vine Hill as the listed entity on the Nasdaq Stock Market in the United States and own all the outstanding shares in CoinShares.
CoinShares proposes to change listing venue to a public stock market or other exchange in the United States through a joint merger plan with Vine Hill Capital, Odysseus Holdings and others, and to carry out a private placement of approximately USD 50 million
CoinShares International Limited (“CoinShares”), Vine Hill Capital Investment Corp., a special purpose acquisition company listed on the Nasdaq Stock Market (“Vine Hill”), and Odysseus Holdings Limited, a newly formed Jersey entity, (“Odysseus Holdings”) today jointly announce that CoinShares, Vine Hill and Odysseus Holdings have agreed on a joint merger plan including a court-sanctioned Scheme of Arrangement (as defined below) under Jersey Law between CoinShares and its shareholders (such joint merger plan and the Scheme of Arrangement, together, the “Transaction”), in order to facilitate a change of listing venue for CoinShares ordinary shares from Nasdaq Stockholm to the Nasdaq Stock Market in the United States, or any other public stock market or exchange in the United States as may be agreed between CoinShares and Vine Hill. The total consideration for CoinShares’ shareholders represents a valuation of CoinShares at approximately SEK 11.3 billion or USD 1.2 billion, corresponding to approximately SEK 173.2 per ordinary share in CoinShares calculated based on the shares and options outstanding as of 8 September 2025 in accordance with terms of the BCA (as defined below), and representing a premium of approximately 30.6 percent compared to the closing share price of SEK 132.6 in CoinShares on Nasdaq Stockholm on 5 September 2025, which was the last ended trading day prior to the announcement of the Transaction. The consideration of the Transaction consists of ordinary shares in Odysseus Holdings, which will ultimately replace Vine Hill as the listed entity on the Nasdaq Stock Market in the United States and own all the outstanding shares in CoinShares. The completion of the Transaction is subject to conditions that need to be satisfied or, on whole or in part, waived by Odysseus Holdings (see “Conditions for the Transaction” below). The completion of the Transaction is expected to commence on 17 December 2025. In connection with and subject to completion of the Transaction, CoinShares intends to carry out a private placement of 5,000,000 ordinary shares at a price per share of USD 10.0 to the Private Placement Investor (as defined below), raising approximately USD 50.0 million in gross proceeds (the “Private Placement”). In consideration of its commitment to the Private Placement, the Private Placement Investor will be allocated an additional 1,666,667 ordinary shares, resulting in an aggregate of 6,666,667 ordinary shares being issued in the Private Placement.
Today, 8 September 2025, each of CoinShares, Vine Hill, Odysseus Holdings and Odysseus (Cayman) Limited, a newly formed Cayman Islands exempted company, wholly owned by Odysseus Holdings (“Odysseus Cayman”), have entered into a Business Combination Agreement (the “BCA”), which outlines the structure of the Transaction and a joint merger plan that includes a scheme of arrangement under Article 125 of the Jersey Companies Law (the “Scheme of Arrangement”). Furthermore, CoinShares and Odysseus Holdings have entered into a Subscription Agreement (as defined below) with the Private Placement Investor, an institutional investor, providing for the subscription of ordinary shares in the Private Placement (see “Private Placement” below).
Consideration and valuation
Each issued and outstanding ordinary share of CoinShares will be exchanged for a number of ordinary shares of Odysseus Holdings (each, an “Odysseus Holdings Ordinary Share”) equal to the quotient obtained by dividing (i) the Equity Value Per Share (as defined below) by (ii) USD 10.0 (such quotient, the “Equity Exchange Ratio”). The “Equity Value Per Share” is calculated as USD 1.2 billion divided by the fully diluted number of outstanding and issued ordinary shares in CoinShares as of immediately prior to the completion of the Transaction, excluding the ordinary shares in to be issued in the Private Placement. Based on the number ordinary shares in CoinShares as of 8 September 2025, the Equity Exchange Ratio would be equal to approximately 1.8116 Odysseus Holdings Ordinary Shares. The minimum Equity Exchange Ratio is approximately 1.7782 Odysseus Holdings Ordinary Shares. The maximum Equity Exchange Ratio is approximately 1.8319 Odysseus Ordinary Shares.
As per the date of this announcement, CoinShares has a total of 1,927,883 outstanding options under its employee inventive plan. Each option to purchase ordinary shares in CoinShares (each, an “CoinShares Option”) that is issued and outstanding and has vested pursuant to its terms will be converted into the right to receive a cash payment (less applicable withholdings) equal to (i) the excess of the Equity Value Per Share over the exercise price of such vested CoinShares Option, multiplied by (ii) the number of CoinShares Ordinary Shares underlying such option.
Each CoinShares Option that is unvested will be converted into an option to purchase ordinary shares in Odysseus Holdings (“Holdings Option”). The number of ordinary shares in Odysseus Holdings subject to such option will equal (i) the number of CoinShares Ordinary Shares underlying the unvested option multiplied by (ii) the Equity Exchange Ratio. The exercise price per Odysseus Holdings Ordinary Share issuable on exercise of the Holdings Option will equal the exercise price per CoinShares ordinary share of such CoinShares Option immediately prior to completion of the Transaction divided by the Equity Exchange Ratio, and all other terms and conditions (including vesting and duration) will remain unchanged except for the administration of the Holdings Options.
Upon the completion of the Transaction, CoinShares’ shareholders will receive between approximately 78,4 percent of the shares and votes in Odysseus Holdings assuming no redemptions of Vine Hill’s public shares and approximately 91.6 percent of the shares and votes in Odysseus Holdings assuming 100 percent redemptions of Vine Hill’s public shares, in each case, excluding the potential dilution of the Public Warrants (as defined below). The completion of the Transaction is subject to, inter alia, approval by the shareholders of each of CoinShares at the Court Meeting (as defined below) and Vine Hill at a special meeting (the “Special Meeting”), which is expected to be held on or about 8 December 2025, as well as approval from the relevant authorities.
Based on the average volume-weighted price during the last ten trading days for CoinShares’ ordinary shares on Nasdaq Stockholm, the approximate Transaction consideration calculated based on the shares and options outstanding as of 8 September 2025 in accordance with terms of the BCA represents a premium of approximately:
- 30.6 percent compared to the closing share price of SEK 132.6 on Nasdaq Stockholm on 5 September 2025, which was the last trading day prior to the announcement of the Transaction;
- 53.0 percent compared to the volume weighted average trading price of SEK 113.2 for the ordinary shares on Nasdaq Stockholm during the last 30 trading days prior to the announcement of the Transaction; and
- 89.0 percent compared to the volume weighted average trading price of SEK 91.6 for the ordinary shares on Nasdaq Stockholm during the last 180 trading days prior to the announcement of the Transaction.
Background and rationale for the Transaction
CoinShares is a leading European asset manager specializing in digital assets, offering institutional-grade exposure to cryptocurrencies through a diversified suite of asset management and capital markets products. Despite its strong financial performance and market leadership in crypto ETPs, CoinShares’ market capitalization has been limited by the specific characteristics of its current listing and constrained by structural factors, including low trading volumes and investments from institutional investors, and restricted analyst coverage, largely due to the absence of an institutional shareholder base.
The Transaction represents a strategic opportunity to reposition CoinShares within the U.S. capital markets, enabling CoinShares to access a deeper pool of institutional investors, benefit from enhanced research coverage, and align its listing venue with its global growth ambitions including building brand awareness for new product launches in the U.S. as a U.S. listed company, CoinShares believes that this will support CoinShares’ strategic entry into the U.S. marketplace, which it believes offers potential for revenue growth. The proposed business combination with Vine Hill, a special purpose acquisition company with its shares listed in the U.S. and management team with a proven de-SPAC execution track record, provides a compelling pathway to achieve these objectives.
The Transaction values CoinShares at approximately USD 1.2 billion, representing a premium to its current market capitalization on Nasdaq Stockholm. The structure of the Transaction, executed, inter alia, via the Scheme of Arrangement, ensures continuity of operations while enhancing CoinShares’ visibility and access to U.S. capital markets.
This strategic move is expected to unlock shareholder value, support future M&A initiatives, and accelerate CoinShares’ expansion across the U.S. and EMEA regions, while maintaining its focus on regulated, institutional-grade digital asset offerings.
Overview of the Transaction process
In accordance with the BCA, Vine Hill will merge with and into Odysseus Holdings’ wholly owned subsidiary, Odysseus Cayman, one day ahead of the completion of the Transaction (the “SPAC Merger”). At the time that the SPAC Merger becomes effective, each issued and outstanding Class A share of Vine Hill will be converted into one ordinary share of Odysseus Holdings. Upon completion of the SPAC Merger, by operation of law, Odysseus Cayman will possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities and duties of Vine Hill and Odysseus Cayman under the Companies Act (as revised) of the Cayman Islands (the “Cayman Companies Act”).
Immediately prior to the SPAC Merger between Vine Hill and Odysseus Cayman, Vine Hill will only have one outstanding class of shares, as all Class B shares (excluding the 2,933,333 Class B shares of Vine Hill that will have been irrevocably forfeited and surrendered by Vine Hill Capital Sponsor I LLC, a Delaware limited liability company (the “SPAC Sponsor”), to Vine Hill for no consideration as a contribution to the capital of Vine Hill (the “Sponsor Forfeited Shares”)) held by SPAC Sponsor will have been converted into Class A shares of Vine Hill, on a one-for-one basis.
Warrants that were purchased by the SPAC Sponsor in a private placement that occurred simultaneously with the completion of Vine Hill’s initial public offering and warrants that could be issued in connection with the conversion of working capital loans made to Vine Hill by SPAC Sponsor (together, the “Sponsor Private Warrants”) will be forfeited to Vine Hill for no consideration and cancelled. As part of the SPAC Merger, the warrants that were part of the units issued as part of Vine Hill’s initial public offering (the “Public Warrants”) that are outstanding and unexercised, will each be converted into a warrant to purchase one ordinary share in Odysseus Holdings. Additionally, immediately prior to the SPAC Merger, any units sold by Vine Hill in its initial public offering, which consist of one Class A share of Vine Hill and one-half of one Public Warrant will be automatically separated and the holder of each such unit will be deemed to hold one Class A share of Vine Hill and one-half of one Public Warrant, with any fractional Public Warrant rounded down to the nearest whole number of Public Warrants, and immediately following such separation, all such units will be automatically cancelled and shall cease to exist.
Following the SPAC Merger, Odysseus Cayman will acquire the ordinary shares of CoinShares pursuant to the Scheme of Arrangement (see “Scheme of Arrangement” below), pursuant to which all CoinShares’ ordinary shares will be exchanged for ordinary shares in Odysseus Holdings. The ordinary shares in the Private Placement are expected to be delivered to the Private Placement Investor versus payment of the subscription price immediately prior to completion of the Scheme of Arrangement. Following completion of the Scheme of Arrangement, the ordinary shares issued to the Private Placement Investor in the Private Placement shall be converted into an equal number of ordinary shares in Odysseus Holdings (see “Private Placement” below). The ordinary shares issued to other Coinshares’ shareholders will be exchanged for the number of ordinary shares in Odysseus Holdings equal to the quotient obtained by dividing (i) Equity Value Per Share by (ii) USD 10.0. The vested options in CoinShares will be cancelled and converted into a right to receive an amount in cash. The unvested Options in CoinShares will be assumed by Odysseus Holdings and converted into an option to purchase ordinary shares in Odysseus Holdings (see “Consideration and valuation” above).
As a result of these transactions mentioned above, Odysseus Cayman, which is wholly owned by Odysseus Holdings, will acquire all ordinary shares in CoinShares, CoinShares’ existing shareholders will receive ordinary shares in Odysseus Holdings in exchange, and Odysseus Holdings’ ordinary shares will be listed on the Nasdaq Stock Market in the United States, or any other public stock market or exchange in the United States as may be agreed by CoinShares and Vine Hill. After the completion of the Transaction, Odysseus Cayman will distribute any remaining cash in Vine Hill’s trust account held for its public shareholders to Odysseus Holdings and will be liquidated.
In order to facilitate the completion of the Transaction, CoinShares’ Board of Directors intends to pursue a delisting of CoinShares ordinary shares from Nasdaq Stockholm. The intention is to carry out the delisting through a delisting application to Nasdaq Stockholm and subsequent approval from Nasdaq Stockholm, conditional upon completion of the Transaction. Nasdaq Stockholm’s conditional approval shall be granted no later than two weeks prior to completion of the Transaction.
Scheme of Arrangement
CoinShares will initiate the Scheme of Arrangement, on 5 November 2025, by applying to the Royal Court of Jersey for an order requisitioning a meeting of members (or class of members, as the case may be) of CoinShares to consider and vote on the proposed Scheme of Arrangement which is expected to be held on or about 8 December 2025 (the “Court Meeting”). Prior to the Court Meeting, CoinShares will prepare and distribute a scheme circular containing detailed information about the Scheme of Arrangement and its effects (the “Scheme Circular”).
At the Court Meeting, a majority in number representing at least 3/4ths of the voting rights of the members (or a class of members) present and voting, in person or by proxy must agree to and approve the Scheme of Arrangement. A second court application is then made to the Royal Court of Jersey to sanction the Scheme of Arrangement. Following the sanction by the Royal Court of Jersey, CoinShares is required to submit the court’s order to the Registrar of Companies in Jersey for registration in order for the Scheme of Arrangement to be effective.
Representations and Warranties in the BCA
The BCA contains customary representations and warranties of the parties, which do not survive the consummation of the Transaction. Many of the representations and warranties are qualified by materiality, Company Material Adverse Effect or SPAC Material Adverse Effect. “Company Material Adverse Effect” means, subject to certain exceptions, any state of facts, change, circumstance, occurrence, event or effect, that, individually or in the aggregate, has had, or would reasonably be expected to have, a materially adverse effect on (a) the business, assets, financial condition or results of operations of the CoinShares group, taken as a whole; or (b) the ability of CoinShares or Odysseus Holdings, as applicable, to perform their respective obligations under the BCA or to consummate the Transaction. “SPAC Material Adverse Effect” means, subject to certain exceptions, any state of facts, change, circumstance, occurrence, event or effect, that, individually or in the aggregate, has had, or would reasonably be expected to have, a materially adverse effect on (a) the business, assets, financial condition or results of operations of Vine Hill; or (b) the ability of Vine Hill to perform its obligations under the BCA or to consummate the SPAC Merger or the Transaction. Certain of the representations are subject to specified exceptions and qualifications contained in the BCA or in information provided pursuant to certain disclosure schedules to the BCA.
Vine Hill is required to provide a certificate at completion of the Transaction to CoinShares certifying that its representations and warranties are true and correct, subject to certain materiality thresholds. It is a condition to completion of the Transaction for the benefit of Vine Hill for the representations and warranties of CoinShares to be true and correct at the date of the BCA and at completion, subject to certain materiality thresholds (see “Conditions for the Transaction” below), and it is a separate condition for CoinShares to provide a certificate to Vine Hill at completion confirming the same. Vine Hill also has a corresponding termination right subject to a 30-day cure period in the event that CoinShares’ representations and warranties are not true and correct such that the conditions specified in this paragraph would not be satisfied.
CoinShares has a termination right and a corresponding condition to completion of the Transaction in its favour, see condition (viii) “Conditions for the Transaction” below, if any information made public by Vine Hill, or otherwise made available by Vine Hill to CoinShares, Odysseus Holdings or Odysseus Cayman, is materially inaccurate, incomplete or misleading in any material respect, or if Vine Hill fails to make public all material information which is required to be made public by Vine Hill under applicable law, subject to a 30-day cure period.
None of the parties to the BCA is required to pay a termination fee or reimburse any other party for its expenses as a result of a termination of the BCA. However, each party will remain liable for knowing and intentional material breaches of its representations or warranties or any of its covenants in the BCA, which material breach constitutes or is a consequence of, a purposeful act or failure by any such party with the actual knowledge that the taking of such act or failure to take such act would cause a material breach, or for fraud prior to termination. CoinShares will bear the fees, costs and expenses in connection with the filing of the Registration Statement with the U.S. Securities and Exchange Commission (the “SEC”) and submitting a listing application to Nasdaq (or any other public stock market or exchange in the United States as may be agreed by CoinShares and Vine Hill), regardless of whether completion of the Transaction occurs. Following completion, Odysseus Holdings will be required to reimburse all expenses of the parties, subject to a cap of USD 4.0 million for expenses of Vine Hill, subject to certain exceptions and qualifications.
The BCA also contains customary pre-completion covenants of the parties, including obligations of the parties to operate their respective businesses, in all material respects, in the ordinary course of business consistent with past practice, and to refrain from taking certain specified actions without the prior written consent of Odysseus Holdings, Odysseus Cayman, CoinShares, with respect to Vine Hill, and Vine Hill, with respect to CoinShares, in each case, subject to certain exceptions and qualifications. CoinShares, Odysseus Holdings and Odysseus Cayman agree, among other restrictions, not to:
- plan, announce or implement any reduction in force, early retirement program, furlough or other voluntary or involuntary employment termination program, in each case, not in compliance with the Worker Adjustment and Retraining Notification Act under U.S. federal law, and any similar foreign, state or local “mass layoff” or “plant closing” laws;
- except for the Private Placement, grant, issue, sell or otherwise dispose of any equity interest unless required pursuant to the Transaction;
- make, declare or pay any dividend or distribution to the stockholders of CoinShares in their capacities as stockholders, except for the dividend of GBP 20.0 million declared by CoinShares on 2 April 2025 for the year ended 31 December 2024 and to be paid in installments, and which has been subsequently re-denominated in USD on 12 May 2025 to USD 25,091,000 (using the closing rate at which CoinShares' financial statements were converted) due to the change in CoinShares' functional currency;
- assign, license, encumber, transfer or otherwise dispose of any intellectual property that is material to any of the businesses of the CoinShares group;
- merge, consolidate, combine with any person, acquire any business or a material portion of the assets of any person, in each case with a transaction value greater than USD 10.0 million and considered material;
- make, incur or authorize any capital expenditures that in the aggregate exceed USD 5.0 million, other than any capital expenditure consistent with CoinShares’ pre-completion annual capital expenditure budget or any capital expenditures in the ordinary course of business;
- release, assign, compromise, settle or agree to settle any legal proceeding involving payments by any entity of the CoinShares’ group of USD 1,0 million or more, or that imposes any material non-monetary obligations on the CoinShares group;
- other than in the ordinary course of business, materially adversely modify or terminate any material contract of CoinShares or enter into certain material contracts;
- except as required by IFRS or applicable legal requirements, make any material change in accounting methods, principles or practices;
- authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, restructuring, recapitalization, dissolution or winding-up; or
- amend their respective governing documents in any material respect, other than in connection with internal restructurings conducted in the ordinary course of business.
The covenants do not survive the completion of the Transaction, other than those that are required to be performed or complied with after completion of the Transaction, including, for the parties to keep non-public information of the other parties in confidence for two years, for Odysseus Holdings to adopt a customary incentive equity plan to hire and incentivize its executives and other employees and for Odysseus Holdings to maintain the indemnification rights of current or former directors or officers of CoinShares and Vine Hill provided pursuant to their respective governing documents for a certain period.
In addition, CoinShares and Vine Hill have entered a mutual exclusivity undertaking, which prohibits (i) CoinShares from proposing or taking any action or engaging with a potential competing transaction or other action that may impede the Transaction and (ii) Vine Hill from negotiating or entering into any letter of intent or other agreement for an alternative transaction with another party.
Conditions for the Transaction
Completion of the Transaction is conditional upon:
- Vine Hill’s shareholders approving the BCA, the transactions contemplated by the BCA and the SPAC Merger at the Special Meeting;
- The approval of CoinShares’ shareholders of the transactions contemplated by the BCA and the other transaction documents and the Scheme of Arrangement at the Court Meeting, and the relevant rulings of the Royal Court of Jersey relating to the Scheme of Arrangement having been obtained and been delivered to the Jersey Companies Registrar;
- The expiry or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 under U.S. federal law and the rules and regulations promulgated thereunder in respect of the Transaction, and the receipt of authorizations, consents, clearances, waivers and approvals from Autorité des Marchés Financiers and Jersey Financial Services Commission;
- There shall not be in force any order, statute, rule or regulation enjoining or prohibiting the consummation of the Transaction;
- Vine Hill having no secured creditors immediately prior to the SPAC Merger;
- The ordinary shares of Odysseus Holdings being issued in connection with the Transaction being approved for listing on Nasdaq (or any other public stock market or exchange in the United States as may be agreed by CoinShares and Vine Hill) upon the completion of the Transaction subject to official notice by Odysseus Holdings to Nasdaq (or such other stock market or exchange in the United States) of issuance such shares;
- Odysseus Holdings’ and CoinShares’ Registration Statement on Form F-4 in the United States becoming effective pursuant to the U.S. Securities Act of 1933, as amended, and no stop order suspending effectiveness of the Registration Statement having been issued and no proceedings for those purposes having been initiated or threatened by the SEC and not withdrawn;
- No information made public by Vine Hill, or otherwise made available to CoinShares, Odysseus Holdings or Odysseus Cayman by Vine Hill, being materially inaccurate, incomplete or misleading in any material respect, and Vine Hill having made public all material information which is required to be made public by Vine Hill under applicable laws;
- No state of facts, changes, circumstances, occurrences, events or effects shall have occurred that, has had, or would reasonably be expected to have, a materially adverse effect on (x) the business, assets, financial condition or results of operations of Vine Hill; or (y) the ability of Vine Hill to perform its material obligations under the BCA or to consummate the Transaction. The following events shall not be taken into regard when determining if a material adverse effect has occurred unless they disproportionately and adversely affect Vine Hill, relative to similarly situated companies in the industries in which Vine Hill conducts its operations: (A) acts of war, sabotage, civil unrest, cyberterrorism or terrorism, or changes in global, national, regional, state or local political or social conditions or the escalation or worsening of any ongoing conflict, or any change, escalation or worsening thereof; (B) natural or man-made disasters and other force majeure events; (C) any materially adverse effect attributable to the announcement, execution, pendency, negotiation or consummation of the Transaction; (D) changes or proposed changes in applicable legal requirements or regulation or interpretations or decisions by courts or any governmental entity after the date of this Agreement; (E) any downturn in general economic conditions; (F) effects generally affecting special purposes acquisition companies, including but not limited to, the extension of a special purpose acquisition company’s termination date; or (G) failure by Vine Hill to meet any financial projection (however a determination that the underlying facts and circumstances resulting in failure has resulted in material adverse effect shall not be prevented).
- Neither Vine Hill or SPAC Sponsor having (i) taken any action that is likely to impair the prerequisites for completion of the Transaction, or (ii) failed to take any action the failure of which is likely to impair the prerequisites for completion of the Transaction; and
- The Sponsor Private Warrants being cancelled.
Odysseus Holdings reserves the right to withdraw the Transaction in the event that it is clear that any of the above conditions are not satisfied by 8 June 2026. However, the Transaction may only be withdrawn if the non-satisfaction is of material importance to the Transaction or if otherwise approved by the Swedish Securities Council. Odysseus Holdings reserves the right to waive, in whole or in part, one, several or all of the conditions set out above.
In order to comply with applicable U.S. federal securities laws (including Rule 14e-1 under the U.S. Exchange Act), the completion of the Transaction may need to be postponed following a material change or waiver of condition.
Form F-4 filing to the U.S. Securities and Exchange Commission
In addition to the Scheme Circular, in connection with the Transaction, Odysseus Holdings, CoinShares and Vine Hill intend to file with the SEC a registration statement on Form F-4 (the “Registration Statement”), which will include a preliminary proxy statement of Vine Hill and a prospectus of Odysseus Holdings (the “Proxy Statement/Prospectus”). The definitive proxy statement and other relevant documents will be mailed to Vine Hill shareholders as of a record date to be established for voting on the Transaction and other matters as described in the Proxy Statement/Prospectus. Odysseus Holdings, CoinShares and Vine Hill will also file other documents regarding the Transaction with the SEC. This press release does not contain all of the information that should be considered concerning the Transaction and is not intended to form the basis of any investment decision or any other decision in respect of the Transaction.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF VINE HILL AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH VINE HILL’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE TRANSACTION AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT VINE HILL, COINSHARES, ODYSSEUS HOLDINGS AND THE TRANSACTION.
Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by Vine Hill, CoinShares and/or Odysseus Holdings, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to: Vine Hill Capital Investment Corp., 500 E Broward Blvd, Suite 900, Fort Lauderdale, FL 33394, or upon written request to CoinShares or Odysseus Holdings at c/o CoinShares International Limited, 2nd Floor, 2 Hill Street, JE2 4UA St Helier Jersey, Channel Islands.
Ownership structure
Pursuant to the Transaction, CoinShares’ shareholders will receive approximately 91.6 percent of the shares and votes in Odysseus Holdings assuming 100.0 percent redemptions of Vine Hill’s public shares, and excluding the potential dilution of the Public Warrants. The illustrative table below shows the ownership of Odysseus Holdings as if the Transaction and the Private Placement had been completed, assuming 100.0 percent redemptions of Vine Hill’s public shares and is based on the latest available shareholding information, and excluding the potential dilution of the Public Warrants.
Recommendation from the Board of Directors of CoinShares and fairness opinion
The Board of Directors of CoinShares is of the opinion that the Transaction is beneficial to CoinShares and its shareholders. The Board of Directors also considers the Transaction consideration to be fair from a financial point of view to CoinShares’ shareholders and has obtained a fairness opinion dated 7 September 2025 issued by Eight Advisory UK Limited reflecting their opinion as of that date that, on the basis of the considerations therein, the consideration to be paid by Odysseus Holdings is fair, from a financial point of view, to CoinShares.
Based on the above, the Board of Directors unanimously recommends CoinShares’ shareholders to vote in favor of the Transaction on the Court Meeting.
Shareholder Support Agreement
In connection with the execution of the BCA, CoinShares, Vine Hill, Odysseus Holdings and Odysseus Cayman have entered a Shareholder Support Agreement with Alan Howard, Adam Levinson, Daniel Masters, Discovery Capital Management, Dwight Anderson and family and trusts, Horseferry Limited PTE, Meltem Demirors, Mognetti Partners Limited, Paul Davidson, Somerston and Vitruvius & Russell Newton (together, the “Key CoinShares Shareholders”) which possess approximately 87.7 percent of the shares and votes in CoinShares. The Key CoinShares Shareholders have agreed, among other things, to (i) vote in favor of the resolutions related to the Transaction at the Court Meeting, and withhold consent for any action that may result in breach of the BCA or otherwise impair the completion of the Transaction, (ii) to waive any preemption rights or similar protections with respect to each of their holding in CoinShares in connection with the Transaction, and (iii) not to transfer, redeem or cause the redemption of any of the ordinary shares in CoinShares held by such Key CoinShares Shareholders prior to or in connection with the Transaction, subject to customary exceptions and existing contractual rights.
Financing
The completion of the Transaction is not dependent on any financing as the Transaction consideration exclusively consists of ordinary shares of Odysseus Holdings.
The effects of the Transaction on Odysseus Holdings’ earnings and financial position
As Odysseus Holdings is not an operating entity but exists exclusively for the purpose of enabling the Transaction to be executed as contemplated, the Transaction will have a significant impact – immediately and in the future – on Odysseus Holdings’ earnings and financial position. Conversely, the Transaction is expected to have a very limited impact on CoinShares’ performance and financial position, both immediately and in the future.
Due diligence
When preparing for the Transaction, CoinShares, Odysseus Holdings and Vine Hill have conducted limited, customary due diligence reviews of certain business, financial, commercial and legal information relating to CoinShares, Odysseus Holdings and Vine Hill, respectively. CoinShares has confirmed that at the time of the announcement of the Transaction, no information has been provided to Vine Hill, Odysseus Holdings or its closely related entities in connection with the due diligence review, which has not yet been publicly disclosed and which constitutes inside information regarding CoinShares.
Rulings by the Swedish Securities Council in relation to the Transaction
The Swedish Securities Council (Sw. Aktiemarknadsnämnden) has approved the mutual exclusivity undertaking entered into, and between, CoinShares and Vine Hill, described under “Representations and Warranties in the BCA” above, and the restrictive covenants described under “Representations and Warranties in the BCA” above, do not constitute prohibited bid-related arrangements pursuant to section II.17a of the Takeover rules for Nasdaq Stockholm and Nordic Growth Market NGM (the “Takeover Rules”) or would otherwise be contrary to the Takeover Rules or good stock market practice (see Ruling 2025:36). The mutual exclusivity undertaking will remain effective until the completion of the Transaction. Further, the Swedish Securities Council has rejected CoinShares’ request for an exemption from Section V of the Takeover Rules, confirmed that Odysseus Holdings shall be regarded as the offeror in connection with the Transaction in light of the Takeover Rules and that Section IV including Appendix 1 in the Takeover Rules shall apply when preparing the Swedish offer document (see Ruling 2025:39).
Indicative timetable
- Initial filing of Form F-4: Between the end of September and the beginning of October
- Initiation of the Scheme of Arrangement: On or about 5 November 2025
- Publication of the Scheme Circular: On or about 6 November 2025
- Publication of the Swedish offer document by CoinShares: On or about 17 November 2025
- Court Meeting‘s approval of the Scheme of Arrangement: On or about 8 December 2025
- Special Meeting in Vine Hill: On or about 8 December 2025
- Completion of the SPAC Merger: On or about 16 December 2025
- Completion of the Transaction: On or about 17 December 2025
- Last day of trading of CoinShares ordinary shares on Nasdaq Stockholm: On or about 17 December 2025
- First day of trading of Odysseus Holdings ordinary shares on Nasdaq Stock Market in the United States, or any other public stock market or exchange in the United States: 18 December 2025
As set out above, the completion of the Transaction is conditional upon, inter alia, with respect to the Transaction and completion of the Transaction, receipt of certain necessary regulatory, governmental or similar clearances, approvals, decisions and other actions from authorities or similar. Such clearances, approvals, decisions and other actions are expected to have been received before the completion of the Transaction.
Odysseus Holdings reserves the right to postpone the time for the completion of the Transaction. Odysseus Holdings will announce any extension of the postponement of the completion of the Transaction date by a press release in accordance with applicable laws and regulations.
Impact on CoinShares and its employees
There are currently no decisions concerning any material changes to CoinShares’ employees or to the existing organization and operations, including the terms of employment and locations of the business.
Shareholding in CoinShares and shares held by CoinShares in treasury
As at the date of this announcement, Jeri-Lea Brown, being a closely related party Odysseus Holdings, owns and controls 2,000 ordinary shares and 5,608 options in CoinShares, which corresponds to less than 0,001 percent of the shares and votes in CoinShares. Vine Hill does not own or control any shares in CoinShares, or other financial instruments, which give Vine Hill financial exposure equal to a holding in CoinShares.
As of the date of this announcement, CoinShares holds 1,171,037 ordinary shares in treasury, corresponding to approximately 1.8 percent of the total outstanding ordinary shares and votes in CoinShares. Neither Odysseus Holdings or any closely related companies or closely related parties have acquired or taken any measures to acquire any ordinary shares in CoinShares or any financial instruments that give financial exposure to CoinShares’ ordinary shares during the six months preceding the date of this announcement.
Certain closely related party matters
Odysseus Holdings is wholly owned by Jeri-Lea Brown, who is affiliated with CoinShares through her employment in CoinShares as Corporate Secretary. Jeri-Lea Brown’s engagement in Odysseus Holdings is solely for the purposes of facilitating the Transaction as described herein and in accordance with Odysseus Holdings’ undertakings in the BCA.
As at the date of this announcement, Odysseus Holdings indirectly holds 2,000 ordinary shares and 5,608 options in CoinShares, corresponding to less than 0.001 percent of the shares and votes in CoinShares. Jeri-Lea Brown’s participation in the Transaction means that Section III of the Takeover Rules is applicable to the Transaction, entailing that CoinShares is obliged to obtain and announce a fairness opinion regarding the Transaction from an independent expert. As stated above under “Recommendation from the Board of Directors of CoinShares and fairness opinion” above, the Board of Directors of CoinShares has obtained a fairness opinion from Eight Advisory UK Limited.
Private Placement
CoinShares and Odysseus Holdings have today entered into a subscription agreement (the “Subscription Agreement”) with Alyeska Master Fund (the “Private Placement Investor”), pursuant to which the Private Placement Investor, subject to the terms and conditions of the Subscription Agreement, irrevocably agrees to subscribe for and purchase, and CoinShares irrevocably agrees to issue and sell, 5,000,000 ordinary shares of CoinShares at purchase price of USD 10.0 per ordinary share for an aggregate purchase price of USD 50.0 million. In consideration of its commitment to the Private Placement, the Private Placement Investor will be allocated an additional 1,666,667 ordinary shares, resulting in an aggregate of 6,666,667 ordinary shares being issued in the Private Placement. The Board of Directors of CoinShares is expected to approve the issue of the ordinary shares for the Private Placement upon completion of the Transaction and the ordinary shares are expected to be delivered to the Private Placement Investor versus payment of the subscription price immediately prior to completion of the Scheme of Arrangement. Following completion of the Scheme of Arrangement, the ordinary shares issued to the Private Placement Investor in the Private Placement shall be converted into 6,666,667 ordinary shares of Odysseus Holdings. The price in the Private Placement was determined through bilateral negotiations with multiple potential investors in consultation with CoinShares’ financial advisor, and done at the same share price as the consideration to the shareholders of CoinShares received in the Transaction. Based on the foregoing, the Board of Directors assesses that the subscription price accurately reflected current market conditions and demand. The net proceeds of the Private Placement are intended to be used to support CoinShares’ contemplated growth strategy.
Prior to the Private Placement, the Board of Directors has made an overall assessment and carefully considered the option to raise capital through a rights issue or by other means, including through negotiations with a number of institutional investors regarding potential alternatives structures. The reasons for deviating from the shareholders’ preferential right are: (i) the need to find investors willing and able to invest on the terms dictated by the Transaction; (ii) to increase the flexibility of the timing of the share issue to minimize dependency on market conditions as a rights issue would take significantly longer to complete and entail a higher exposure to market risks, as well as risk for a potentially adverse effect on the share price, (iii) that the share issue, in relation to CoinShares’ market capitalization, is limited in size, entailing that a rights issue process is disproportionately burdensome to carry out, causing costs in the form of time-consuming processes for CoinShares compared to the Private Placement, and (iv) to strengthen CoinShares’ shareholder base with a fundamental institutional investor in order to maintain and enhance the liquidity of CoinShares’ ordinary share. For the reasons stated, the Board of Directors’ overall assessment is that a directed share issue with deviation from the shareholders’ preferential rights is the most favorable alternative for CoinShares and is in the best interest of CoinShares and its shareholders.
The Private Placement entails an increase in the number of ordinary shares in CoinShares of 6,666,667, from 67,412,548 ordinary shares to 74,079,215 ordinary shares. The Private Placement results in a dilution of approximately 9.0 percent of the number of ordinary shares and votes in CoinShares (calculated as the number of newly issued ordinary shares divided by the total number of shares in CoinShares on a fully diluted basis upon completion of the Private Placement and the Transaction). The issued share capital will increase by GBP 3,300.0 from approximately GBP 33,005.7 to approximately GBP 36,305.7.
Brief description of Odysseus Holdings
Odysseus Holdings is a newly formed Jersey company established pursuant to the BCA. It serves solely as a vehicle within the predetermined transaction structure initiated by CoinShares and Vine Hill in accordance with the BCA.
Brief description of CoinShares
CoinShares is a leading European asset manager specializing in digital assets, that delivers a broad range of financial services across investment management, trading and securities to a wide array of clients that includes corporations, financial institutions and individuals. Focusing on crypto since 2013, the firm is headquartered in Jersey, with offices in France, Sweden, Switzerland, the UK and the US. CoinShares is regulated in Jersey by the Jersey Financial Services Commission, in France by the Autorité des marchés financiers, and in the U.S. by the Securities and Exchange Commission, the National Futures Association and the Financial Industry Regulatory Authority. CoinShares is publicly listed on Nasdaq Stockholm under the ticker CS and the OTCQX under the ticker CNSRF.
Brief description of Vine Hill
Vine Hill was established for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, and forms part of Vine Hill Capital Partners, which is a premier alternative investment manager dedicated to helping businesses achieve their full potential and unlocking shareholder value through leveraging the public markets. Vine Hill is publicly listed on the Nasdaq Stock Market under the ticker VCIC.
Applicable law and disputes
The BCA and any action, suit, dispute, controversy or claim arising out of the BCA and the consummation of the transactions shall be governed by and construed in accordance with internal law of the State of New York, provided that (i) the Scheme of Arrangement, and such other provisions of the BCA expressly required by the terms of the BCA to be governed by Jersey law, shall be governed by Jersey law and its regulations, and (ii) the SPAC Merger, and such other provisions of the BCA expressly required by the terms of the BCA to be governed by the Cayman Companies Act, shall be governed by the Cayman Companies Act and its regulations. CoinShares, Odysseus Holdings, Odysseus Cayman and Vine Hill consents to the exclusive jurisdiction and venue of the state and federal courts located in the State of New York, in each case in connection with any matter based upon or arising out of the Transaction.
The transaction proposal to the shareholders of CoinShares shall in all aspects be governed by and interpreted in accordance with substantive Swedish law. All matters relating to company law, when relating to CoinShares and Odysseus Holdings, shall be dealt with in accordance with Jersey Law, whereas all matters relating to company law, when relating to Odysseus Cayman, shall be dealt with in accordance with Cayman Islands Law. Any dispute regarding the offer to the shareholders of CoinShares, or which arises in connection therewith, shall be settled exclusively by Swedish courts, whereby Stockholm District Court (Sw. Stockholms tingsrätt) shall be the court of first instance.
The Takeover Rules and the Swedish Securities Council’s rulings and statements on the interpretation and application of the Takeover Rules are applicable to the Transaction. Odysseus Holdings has, in accordance with Section V.2 of the Takeover Rules, undertaken to Nasdaq Stockholm to comply with the Takeover Rules and to submit to any sanctions that can be imposed on Odysseus Holdings by Nasdaq Stockholm in the event of a breach of the Takeover Rules.
Advisors
Stifel and Keefe, Bruyette & Woods (KBW), a Stifel Company, is acting as financial advisor to CoinShares in relation to the Transaction, as well as Sole Placement Agent in connection with the Private Placement. White & Case (as to U.S. law, U.K. law and Swedish law) and Carey Olsen (as to Jersey Law and Cayman Islands Law) are acting as legal advisors to CoinShares in relation to the Transaction and the Private Placement. Paul Hastings LLP (as to U.S. law), Appleby Global Group LLC (as to Jersey Law and Cayman Islands Law) and Advokatfirman Hammarskiöld (as to Swedish law) are acting as legal advisors to Vine Hill Capital Investment Corp. Latham & Watkins LLP is acting as legal advisor to Stifel and Keefe, Bruyette & Woods (KBW).
Information about the Transaction
Information about the Transaction is made available at www.coinshares-bidco.com.
For inquiries about the Transaction, please contact:
Odysseus Holdings
Jeri-Lea Brown, Director, jbrown@coinshares.com
CoinShares
Benoît Pellevoizin, Head of Marketing & Communications, bpellevoizin@coinshares.com
CoinShares
This disclosure contains information that CoinShares International Limited is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014) and that Odysseus Holdings Limited is obliged to make public pursuant to the Takeover Rules. The information was submitted for publication, through the agency of the contact person set out above, at 13:55 CEST on 8 September 2025.
Important information
This communication does not constitute notice to an extraordinary general meeting or a merger document, nor shall it constitute an offer to sell or the solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity, 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.
The offer for the proposed Transaction may not be published or distributed, in whole or in part, directly or indirectly, in or into Australia, Belarus, Canada, Hong Kong, Japan, Russia, South Africa, or any other country where such publication or distribution would violate applicable laws or rules or would require additional documents to be completed or registered or require any measure to be undertaken, in addition to the requirements under Swedish law.
The Transaction, the information and documents contained in this press release are not being made and have not been approved by an authorized person for the purposes of section 21 of the UK Financial Services and Markets Act 2000. Accordingly, the information and documents contained in this press release are not being distributed to, and must not be passed on to, the general public in the United Kingdom, unless an exemption applies.
In the United Kingdom, this communication and any other offer documents relating to the Transaction is/will be directed only at persons (i) who have professional experience in matters relating to investments falling within Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). No communication in respect of the Transaction must be acted on or relied on by persons who are not Relevant Persons. The Transaction, any investment or investment activity to which this communication relates is/will be available only in the United Kingdom to Relevant Persons and will be engaged in only with Relevant Persons.
This press release contains forward‐looking statements with respect to CoinShares, Odysseus Holdings and/or Vine Hill. These forward-looking statements include all statements other than statements of historical fact, including, without limitation: estimates and forecasts of financial position, business strategy, plans, targets and objectives of the management of CoinShares for future operations (including development plans and objectives), the anticipated benefits of the Transaction and the Business Combination, the anticipated capitalization and enterprise value of Odysseus Holdings and/or CoinShares following the Business Combination, expectations related to the terms and timing of the Transaction and the Business Combination, regulatory developments in CoinShares’ industries, and funding of and investments into the Odysseus Holdings or CoinShares. The expectations, estimates and projections of the businesses of CoinShares, Odysseus Holdings and Vine Hill may differ from their actual results and consequently, you should not rely on these forward-looking statements as predictions of future events. In some cases, you can identify forward-looking statements by terminology such as “according to estimates”, “anticipates”, “assumes”, “believes”, “could”, “estimates”, “expects”, “forecasts”, “intends”, “is of the opinion”, “may”, “plans”, “potential”, “predicts”, “projects”, “targets”, “to the knowledge of”, “should”, “will”, “would”, or the negatives of these terms, variations of them or similar terminology, although not all forward-looking statements contain such identifying words. 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 of the control of SPAC, CoinShares and Odysseus Holdings and are difficult to predict.
Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the Transaction not being completed in a timely manner or at all, which may adversely affect the price of Vine Hill’s and/or CoinShares’ securities; (2) the Transaction not being completed by Vine Hill’s business combination deadline; (3) failure by the parties to satisfy the conditions to the consummation of the Transaction, including the approval of Vine Hill’s and CoinShares’ shareholders and obtaining the requisite Acts of the Royal Court of Jersey; (4) failure to realize the anticipated benefits of the Transaction, which may be affected by, among other things, competition, the ability of CoinShares and Odysseus Holdings to grow and manage growth profitably, build or maintain relationships with customers and retain management and key employees, capital expenditures, requirements for additional capital and timing of future cash flow provided by operating activities and the demand for digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and Odysseus Holdings; (5) the level of redemptions by Vine Hill’s public shareholders which will reduce the amount of funds available for CoinShares and Odysseus Holdings to execute on their business strategies and may make it difficult to obtain or maintain the listing or trading of Odysseus Holdings’ securities on a major securities exchange; (6) failure of Odysseus Holdings to obtain or maintain the listing of its securities on any securities exchange after the Transaction; (7) costs related to the Transaction and as a result of Odysseus Holdings becoming a U.S-listed public company that may be higher than currently anticipated; (8) changes in business, market, financial, political and regulatory conditions; (9) volatility and rapid fluctuations in the market prices of digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and Odysseus Holdings; (10) failure of CoinShares’ and/or Odysseus Holdings’ digital asset investment products to track their respective target benchmarks; (11) regulatory or other developments that negatively impact demand for the products and services provided by CoinShares and/or Odysseus Holdings; (12) the outcome of any event, change or other circumstance that could give rise to the inability to consummate the Transaction; (13) the outcome of any legal proceedings that may be instituted against Vine Hill, CoinShares, Odysseus Holdings and/or any of their respective affiliates or others; (14) changes to the proposed structure of the Transaction that may be required or appropriate as a result of applicable laws or regulations; (15) the risk that the Transaction disrupts current plans and operations of Vine Hill and/or CoinShares as a result of the announcement and consummation of the Transaction; (16) treatment of digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and/or Odysseus Holdings, for U.S. and foreign tax purposes; (17) challenges in implementing CoinShares’ and/or Odysseus Holdings’ business plan due to operational challenges, significant competition and regulation; (18) being considered to be a “shell company” or “former shell company” by the securities exchange on which Odysseus Holdings’ ordinary shares will be listed or by the SEC, which may impact the ability to list such ordinary shares and restrict reliance on certain rules or forms in connection with the offering, sale or resale of securities; (19) trading price and volume of Odysseus Holdings’ ordinary shares may be volatile following the Transaction and an active trading market may not develop; (20) Odysseus Holdings’ shareholders may experience dilution in the future due to the exercise of a significant number of existing warrants and any future issuances of equity securities of Odysseus Holdings; (21) investors may experience immediate and material dilution as a result of the Vine Hill Class B ordinary shares held by Vine Hill’s sponsor, since the value of the ordinary shares of Odysseus Holdings received by Vine Hill’s sponsor in exchange for such Vine Hill Class B ordinary shares is likely to be substantially higher than the nominal price paid for them, even if the trading price of Odysseus Holdings’ ordinary shares at such time is substantially less than the price per share paid by investors; (22) conflicts of interest that may arise from investment and transaction opportunities involving Odysseus Holdings, CoinShares, their respective affiliates and other investors and clients; (23) digital asset trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes; (24) custody of CoinShares’ and/or Odysseus Holdings’ digital assets, including the loss or destruction of private keys required to access their digital assets and cyberattacks or other data loss relating to their digital assets, which could cause CoinShares or Odysseus Holdings, as applicable, to lose some or all of its digital assets; (25) a security breach or cyber-attack or other event where unauthorized parties obtain access to CoinShares’ or Odysseus Holdings’ digital assets, as a result of which CoinShares or Odysseus Holdings may lose some or all of their digital assets temporarily or permanently and its financial condition and results of operations could be materially adversely affected; (26) the emergence or growth of other digital assets, including those with significant private or public sector backing, including by governments, consortiums or financial institutions, could have a negative impact on the value of digital assets and adversely affect CoinShares’ and/or Odysseus Holdings’ business; (27) potential regulatory changes reclassifying certain digital assets as securities could lead to CoinShares’ and/or Odysseus Holdings’ classification as an “investment company” under the Investment Company Act of 1940 and could adversely affect the market price of CoinShares’ and/or Odysseus Holdings’ digital assets and the market price of CoinShares and/or Odysseus Holdings listed securities; and (28) other risks and uncertainties included in (x) the “Risk Factors” sections of Vine Hill’s Annual Report and (y) other documents filed or to be filed with or furnished or to be furnished to the SEC by Odysseus Holdings, CoinShares and/or Vine Hill. The foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. None of Vine Hill, CoinShares or Odysseus Holdings undertakes or accepts any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law. Past performance by Vine Hill’s, CoinShares’ or Odysseus Holdings’ management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not place undue reliance on the historical record of the performance of Vine Hill’s, CoinShares’ or Odysseus Holdings’ management teams or businesses associated with them as indicative of future performance of an investment or the returns that Vine Hill, CoinShares or Odysseus Holdings will, or are likely to, generate going forward.
Stifel Europe Limited (“Stifel”) is acting for Odysseus Holdings and CoinShares and no one else in connection with the Transaction and will not be responsible to anyone other than Odysseus Holdings and CoinShares for providing the protections afforded to clients of Stifel, or for giving advice in connection with the Transaction or any matter referred to herein.
The receipt of cash pursuant to the Transaction by a U.S. Holder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each shareholder is urged to consult an independent professional adviser regarding the tax consequences of accepting the Transaction. Neither Odysseus Holdings nor any of its affiliates and their respective directors, officers, employees or agents or any other person acting on their behalf in connection with the Transaction shall be responsible for any tax effects or liabilities resulting from acceptance of this Transaction.
Special notice to shareholders in the United States
The Transaction described in this press release is to acquire the issued and outstanding shares of CoinShares, a company incorporated under Jersey law, and is subject to Swedish disclosure and procedural requirements, which may be different from those of the United States. The offer, which is subject to Swedish law, is being made to the U.S. Holders in accordance with the applicable U.S. securities laws, and applicable exemptions thereunder. The offer is made to the U.S. Holders on the same terms and conditions as those made to all other shareholders of CoinShares to whom an offer is made. Any information documents, including the offer document, are being disseminated to U.S. Holders on a basis comparable to the method pursuant to which such documents are provided to CoinShares’ other shareholders.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE TRANSACTION OR THE BUSINESS COMBINATION, PASSED ANY COMMENTS UPON THE MERITS OR FAIRNESS OF THE OFFER OR THE BUSINESS COMBINATION, PASSED ANY COMMENT UPON THE ADEQUACY OR COMPLETENESS OF THIS PRESS RELEASE OR PASSED ANY COMMENT ON WHETHER THE CONTENT IN THIS PRESS RELEASE IS CORRECT OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
No Offer or Solicitation
This press release does not constitute (i) a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the Transaction or the Business Combination, (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any security of Odysseus Holdings, CoinShares, Vine Hill, or any of their respective affiliates. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “U.S. Securities Act”), or an exemption therefrom, nor shall any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction be effected.
Financial Information
CoinShares’ financial statements and all financial information with respect to CoinShares and Odysseus Holdings included herein, or any other documents relating to the Transaction or the business combination, have been or will be prepared in accordance with IFRS and may not be comparable to the financial statements or financial information of companies in the United States or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles. Summarized financial data on this website is provided solely for informational purposes, and should not be relied upon for the purpose of making an investment decision or otherwise entering into any transaction whatsoever. Any summarized financial information available on this website is based on certain important assumptions and adjustments and does not purport to represent results of operations on an audited basis or what actual financial results will be in any future period and may be adjusted or presented differently from the financial information that will be included in the Registration Statement for the business combination.
Use of Projections
All projections, valuations and statistical analyses are provided for informational purposes only. Any such projections, valuations and statistical analyses may be based on subjective assessments and assumptions and may use one among alternative methodologies that produce different results and to the extent any such projections, valuations and statistical analyses are based on historical information, they should not be relied upon as an accurate prediction of future performance. Furthermore, no representation is made as to the reasonableness of the assumptions made in this press release or the accuracy or completeness of any modelling, scenario analysis or back‐testing. This press release is not intended to predict actual results and no assurances are given with respect thereto. Past performance is no indication, guarantee or representation as to future returns, results or performance. None of Odysseus Holdings, Coin Shares, Vine Hill, their advisers, connected persons or any other person accepts any liability whatsoever for any loss howsoever arising, directly or indirectly, from this press release or its contents.
Trademarks and Trade Names
CoinShares and Vine Hill own or have rights to various trademarks, service marks, trade names, and copyrights that they use in connection with the operation of their respective businesses. This press release may contain trademarks, service marks, and/or trade names of third parties, which are the property of their respective owners. The use or display of third parties’ trademarks, service marks, trade names, and/or products herein is not intended to, and does not, imply a relationship with Odysseus Holdings, CoinShares, or Vine Hill, or an endorsement or sponsorship by or of Odysseus Holdings, CoinShares, or Vine Hill. Solely for convenience, the trademarks, service marks, and/or trade names may appear without the ©, TM, or SM symbols, but such references are not intended to indicate, in any way, that Odysseus Holdings, CoinShares, Vine Hill, or the applicable rights owner will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks, and/or trade names.
Enforceability of Civil Liability Under U.S. Securities Laws
It may be difficult for CoinShares’ shareholders to enforce their rights and any claims they may have arising under the U.S. federal or U.S. state securities laws in connection with the Transaction or the Business Combination, since CoinShares and Odysseus Holdings are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. CoinShares’ shareholders may not be able to sue CoinShares or Odysseus Holdings or their respective officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel CoinShares or Odysseus Holdings and/or their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.
Permitted Purchases
To the extent permissible under applicable law and regulations and pursuant to Rule 14e-5(b) of the U.S. Exchange Act, Odysseus Holdings and its affiliates or its brokers and its brokers' affiliates (acting as agents for Odysseus Holdings or its affiliates, as applicable) may from time to time and during the pendency of the Transaction, and other than pursuant to the Transaction, directly or indirectly purchase or arrange to purchase shares of CoinShares outside the United States, or any securities that are convertible into, exchangeable for or exercisable for such shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices, and information about such purchases will be disclosed by means of a press release or other means reasonably calculated to inform U.S. Holders of such information. In addition, the financial advisors to Odysseus Holdings may also engage in ordinary course trading activities in securities of CoinShares, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with the applicable law. Any information about such purchases will be announced in Swedish and in a non-binding English translation available to the U.S. Holders through relevant electronic media if, and to the extent, such announcement is required under applicable Swedish or U.S. law, rules or regulations.
Participants in the Solicitation of Proxies
Odysseus Holdings, CoinShares, Vine Hill and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Vine Hill’s shareholders in connection with the Business Combination. You can find information about Vine Hills directors and executive officers and their interest in Vine Hill can be found in the sections entitled “Directors, Executive Officers and Corporate Governance—Conflicts of Interest,” “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” and “Certain Relationships and Related Party Transactions” of Vine Hill’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on March 26, 2025 and is available free of charge at the SEC’s website at www.sec.gov and at the following URL: sec.gov/Archives/edgar/data/2025396/000101376225002707/ea0234943-10k_vinehill.htm. Additional information regarding the interests of such participants will be contained in the registration statement on Form F-4 when available.
A list of the names of the directors, executive officers, other members of management and employees of the Odysseus Holdings and CoinShares, as well as information regarding their interests in the Business Combination, will be contained in the registration statement on Form F-4 to be filed with the SEC. Additional information regarding the interests of such potential participants in the solicitation process may also be included in other relevant documents when they are filed with the SEC.
26 February 2026 | SAINT HELIER, Jersey | CoinShares International Limited ("CoinShares") (Nasdaq Stockholm: CS; US OTCQX: CNSRF) announced on 8 September 2025, a proposal to change listing venue to a public stock market or other exchange in the U.S. through a joint merger plan including a court-sanctioned scheme of arrangement under Article 125 of the Jersey Companies Law (“Scheme of Arrangement”) with Vine Hill Capital Investment Corp. (Nasdaq: VCIC) (“Vine Hill”) and Odysseus Holdings Limited (“Odysseus Holdings” and the “Transaction”).
As part of the Transaction, Odysseus Holdings and CoinShares have prepared an offer document in accordance with the Takeover Rules for Nasdaq Stockholm and Nordic Growth Market NGM. The offer document is available in Swedish on CoinShares’ website (https://investor.coinshares.com/us-listing) and Odysseus Holdings’ website (https://www.coinshares-bidco.com).
Information about the Transaction
Information about the Transaction is made available at www.coinshares-bidco.com.
About CoinShares
CoinShares is a leading global digital asset manager that delivers a broad range of financial services across investment management, trading, and securities to a wide array of clients that include corporations, financial institutions, and individuals. Founded in 2013, the firm is headquartered in Jersey, with offices in France, Stockholm, the UK, and the US. CoinShares is regulated in Jersey by the Jersey Financial Services Commission, in France by the Autorité des marchés financiers, and in the US by the Securities and Exchange Commission, National Futures Association and Financial Industry Regulatory Authority. CoinShares is publicly listed on the Nasdaq Stockholm under the ticker CS and the OTCQX under the ticker CNSRF.
About Vine Hill
Vine Hill is a special purpose acquisition company (“SPAC”) sponsored by an affiliate of Vine Hill Capital Partners and formed as part of a platform to sponsor a series of SPACs. Vine Hill completed its $220 million initial public offering in September 2024 and its stock currently trades on Nasdaq under the ticker “VCIC.” Vine Hill Capital Partners is a premier alternative investment manager dedicated to helping businesses achieve their full potential and unlocking shareholder value through leveraging the public markets.
For more information on CoinShares, please visit: https://coinshares.com
Company | +44 (0)1534 513 100 | enquiries@coinshares.com
Investor Relations | +44 (0)1534 513 100 | enquiries@coinshares.com
PRESS CONTACT
CoinShares
Benoît Pellevoizin
bpellevoizin@coinshares.com
M Group Strategic Communications
Peter Padovano
coinshares@mgroupsc.com
The information was submitted for publication, through the agency of the contact persons set out above, at 08:00 CET on 26 February 2026.
IMPORTANT INFORMATION
General
This communication is being made in respect of the proposed business combination (the “Business Combination” and the other transactions contemplated by the Business Combination Agreement among CoinShares, Vine Hill, Odysseus Holdings and the other parties thereto (collectively, the “Transactions”)) among Vine Hill, CoinShares and Odysseus Holdings. The information contained herein does not purport to be all-inclusive and none of Vine Hill, CoinShares, Odysseus Holdings or their respective affiliates makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this communication.
Additional Information and Where to Find It
Shareholders should also refer to the scheme circular in relation to the Scheme of Arrangement (“Scheme Circular”) which was announced by CoinShares on 18 February 2026 and which is available on CoinShares’ website at https://investor.coinshares.com/us-listing and Odysseus Holdings’ website at https://www.coinshares-bidco.com. The Scheme Circular contains the full terms and conditions of the Scheme of Arrangement, including, if applicable, details of how to vote in respect of the Scheme of Arrangement.
This announcement does not constitute a prospectus or a prospectus equivalent document.
In connection with the Transactions, CoinShares, Vine Hill and Odysseus Holdings plan to file a Registration Statement on Form F-4 (as amended and supplemented from time to time, the “Registration Statement”) with the SEC, which will include a preliminary proxy statement of Vine Hill and a prospectus of Odysseus Holdings relating to the offer of the securities to be issued to Vine Hill’s securityholders in connection with the completion of the Business Combination (the “Proxy Statement/Prospectus”). The definitive proxy statement and other relevant documents will be mailed to Vine Hill shareholders as of a record date to be established for voting on the Transactions and other matters as described in the Proxy Statement/Prospectus. Vine Hill, CoinShares and/or Odysseus Holdings will also file other documents regarding the Transactions with the SEC. This communication does not contain all of the information that should be considered concerning the Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF VINE HILL AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH VINE HILL’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT VINE HILL, COINSHARES, ODYSSEUS HOLDINGS AND THE TRANSACTIONS. Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by Vine Hill, CoinShares and/or Odysseus Holdings, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to: Vine Hill Capital Investment Corp., 500 E Broward Blvd, Suite 900, Fort Lauderdale, FL 33394, or upon written request to CoinShares or Odysseus Holdings at c/o CoinShares International Limited, 2nd Floor, 2 Hill Street, JE2 4UA St Helier Jersey, Channel Islands.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTIONS OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Participants in the Solicitation
Vine Hill, CoinShares, Odysseus Holdings and their respective directors, executive officers, certain of their shareholders and other members of management and employees may be deemed under SEC rules to be participants in the solicitation of proxies from Vine Hill’s shareholders in connection with the Transactions. You can find information about Vine Hill’s directors, executive officers, certain of their shareholders and other members of management and employees and their interest in Vine Hill can be found in the sections entitled “Directors, Executive Officers and Corporate Governance – Conflicts of Interest,” “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” and “Certain Relationships and Related Party Transactions” of Vine Hill’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on March 26, 2025 and is available free of charge at the SEC’s website at www.sec.gov and at the following URL: sec.gov/Archives/edgar/data/2025396/000101376225002707/ea0234943-10k_vinehill.htm. Additional information regarding the interests of such participants will be contained in the Registration Statement when available.
A list of the names of the directors, executive officers, other members of management and employees of CoinShares and Odysseus Holdings, as well as information regarding their interests in the Business Combination, will be contained in the Registration Statement to be filed with the SEC. Additional information regarding the interests of such potential participants in the solicitation process may also be included in other relevant documents when they are filed with the SEC.
No Offer or Solicitation
The information contained in this communication is for informational purposes only and 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 exchange, or a solicitation of an offer to buy or exchange the securities of Vine Hill, CoinShares or Odysseus Holdings, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.
Overseas Shareholders
The release, publication or distribution of this announcement in jurisdictions other than Jersey, the Cayman Islands, Sweden or the United States and the availability of the Scheme of Arrangement to CoinShares Shareholders who are not resident in Jersey, the Cayman Islands, Sweden or the United States, may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe such restrictions. In particular, the ability of persons who are not resident in Jersey, the Cayman Islands, Sweden or the United States to vote their CoinShares Shares with respect to the Scheme of Arrangement at the Jersey Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Jersey Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Further details in relation to Overseas Shareholders are contained in the Scheme Circular. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Transaction disclaim any responsibility or liability for the violation of such restrictions by any person.
Unless otherwise determined by Odysseus Holdings, and permitted by applicable law and regulation, the Scheme of Arrangement will not be made available, in whole or in part, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction and no person may vote in favour of the Scheme of Arrangement by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. No invitation may be made to the public in the Cayman Islands to subscribe for the securities offered hereby, and this announcement and the Scheme of Arrangement may not be issued or passed to any such person. Scheme Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.
Accordingly, copies of this announcement and all documents relating to the Transaction are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving such documents (including, without limitation, agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. Doing so may render invalid any related purported vote in respect of the Scheme of Arrangement.
Further details in relation to Overseas Shareholders are contained in the Scheme Circular.
This announcement and any accompanying documents have been prepared for the purposes of complying with Jersey, Cayman Islands, Swedish and U.S. law and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of other jurisdictions.
The Transaction shall be subject to the applicable requirements of Nasdaq Stockholm, the Takeover Rules for Nasdaq Stockholm and the Jersey Companies Law.
Forward-Looking Statements
This communication includes “forward-looking statements” with respect to Vine Hill, CoinShares and/or Odysseus Holdings within the meaning of the federal securities laws. These forward-looking statements include all statements other than statements of historical fact, including, without limitation, the timing of, and the satisfaction of closing conditions to, completion of the Transaction. The expectations, estimates and projections of the businesses of CoinShares and Vine Hill may differ from their actual results and consequently, you should not rely on these forward-looking statements as predictions of future events. In some cases, you can identify forward-looking statements by terminology such as “according to estimates”, “anticipates”, “assumes”, “believes”, “could”, “estimates”, “expects”, “forecasts”, “intends”, “is of the opinion”, “may”, “plans”, “potential”, “predicts”, “projects”, “targets”, “to the knowledge of”, “should”, “will”, “would”, or the negatives of these terms, variations of them or similar terminology, although not all forward-looking statements contain such identifying words.
Such forward-looking statements are subject to risks, uncertainties, and other factors which may adversely affect CoinShares’ and Odysseus Holdings’s ability to implement and achieve their plans and objectives set out in such forward-looking statements and which may cause actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding CoinShares’ and Odysseus Holdings’ present and future policies and plans and the environment in which CoinShares and Odysseus Holdings will operate in the future. Many actual events or circumstances are outside of the control of CoinShares, Odysseus Holdings or Vine Hill. Furthermore, certain forward-looking statements are based on assumptions or future events which may not prove to be accurate, and no reliance whatsoever should be placed on any forward-looking statements in this communication. Factors that may cause such differences include, but are not limited to: (1) the Transactions not being completed in a timely manner or at all, which may adversely affect the price of Vine Hill’s and/or CoinShares’ securities; (2) the Transactions not being completed by Vine Hill’s business combination deadline; (3) failure by the parties to satisfy the conditions to the consummation of the Transactions, including the approval of Vine Hill’s and CoinShares’ shareholders and obtaining the requisite Acts of the Royal Court of Jersey; (4) failure to realize the anticipated benefits of the Transactions, which may be affected by, among other things, competition, the ability of CoinShares and Odysseus Holdings to grow and manage growth profitably, build or maintain relationships with customers and retain management and key employees, capital expenditures, requirements for additional capital and timing of future cash flow provided by operating activities and the demand for digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and Odysseus Holdings; (5) the level of redemptions by Vine Hill’s public shareholders which will reduce the amount of funds available for CoinShares and Odysseus Holdings to execute on their business strategies and may make it difficult to obtain or maintain the listing or trading of Odysseus Holdings ordinary shares on a major securities exchange; (6) failure of Odysseus Holdings to obtain or maintain the listing of its securities on any securities exchange after the closing; (7) costs related to the Transactions and as a result of Odysseus Holdings becoming a public company that may be higher than currently anticipated; (8) changes in business, market, financial, political and regulatory conditions; (9) volatility and rapid fluctuations in the market prices of digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and/or Odysseus Holdings; (10) failure of CoinShares’ and/or Odysseus Holdings’s digital asset investment products to track their respective target benchmarks; (11) regulatory or other developments that negatively impact demand for the products and services provided by CoinShares and/or Odysseus Holdings; (12) the outcome of any event, change or other circumstance that could give rise to the inability to consummate the Business Combination; (13) the outcome of any legal proceedings that may be instituted against Vine Hill, CoinShares, Odysseus Holdings and/or any of their respective affiliates or others; (14) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations; (15) the risk that the Business Combination disrupts current plans and operations of Vine Hill and/or CoinShares as a result of the announcement and consummation of the Business Combination; (16) treatment of digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and/or Odysseus Holdings, for U.S. and foreign tax purposes; (17) challenges in implementing CoinShares and/or Odysseus Holdings’ business plan due to operational challenges, significant competition and regulation; (18) being considered to be a “shell company” or “former shell company” by the securities exchange on which Odysseus Holdings ordinary shares will be listed or by the SEC, which may impact the ability to list Odysseus Holdings ordinary shares and restrict reliance on certain rules or forms in connection with the offering, sale or resale of Odysseus Holdings’s securities; (19) trading price and volume of Odysseus Holdings ordinary shares may be volatile following the Transactions and an active trading market may not develop; (20) Odysseus Holdings’ shareholders may experience dilution in the future due to the exercise of a significant number of existing warrants and any future issuances of equity securities of Odysseus Holdings; (21) investors may experience immediate and material dilution upon the closing as a result of the Vine Hill Class B ordinary shares held by Vine Hill Capital Sponsor I LLC, since the value of the Odysseus Holdings ordinary shares received by Vine Hill Capital Sponsor I LLC in exchange for such Vine Hill Class B ordinary shares is likely to be substantially higher than the nominal price paid for them, even if the trading price of Odysseus Holdings ordinary shares at such time is substantially less than the price per share paid by investors; (22) conflicts of interest that may arise from investment and transaction opportunities involving Odysseus Holdings, CoinShares, their respective affiliates and other investors and clients; (23) digital asset trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes; (24) risks relating to the custody of CoinShares’ and Odysseus Holdings’ digital assets, including the loss or destruction of private keys required to access its digital assets and cyberattacks or other data loss relating to its digital assets, which could cause CoinShares or Odysseus Holdings, as applicable, to lose some or all of its digital assets; (25) a security breach, cyber-attack or other event where unauthorized parties obtain access to CoinShares’ or Odysseus Holdings’s digital assets, as a result of which CoinShares or Odysseus Holdings may lose some or all of their digital assets temporarily or permanently and their financial condition and results of operations could be materially adversely affected; (26) the emergence or growth of other digital assets, including those with significant private or public sector backing, including by governments, consortiums or financial institutions, could have a negative impact on the value of digital assets and adversely affect CoinShares’ and/or Odysseus Holdings’ business; (27) potential regulatory changes reclassifying certain digital assets as securities could lead to the CoinShares’ and/or Odysseus Holdings’ classification as an “investment company” under the Investment Company Act of 1940 and could adversely affect the market price of CoinShares’ and/or Odysseus Holdings’ digital assets and the market price of CoinShares or Odysseus Holdings listed securities; and (28) other risks and uncertainties included in (x) the “Risk Factors” sections of the Vine Hill Annual Report on Form 10-K and (y) other documents filed or to be filed with or furnished or to be furnished to the SEC by Odysseus Holdings, CoinShares and/or Vine Hill. The foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. None of Vine Hill, CoinShares or Odysseus Holdings undertakes or accepts any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law. Past performance by Vine Hill’s, CoinShares’ or Odysseus Holdings’ management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not place undue reliance on the historical record of the performance of Vine Hill’s, CoinShares’ or Odysseus Holdings’ management teams or businesses associated with them as indicative of future performance of an investment or the returns that Vine Hill, CoinShares or Odysseus Holdings will, or are likely to, generate going forward.
No profit forecasts, estimates or quantified benefits statements
No statement in this announcement, or incorporated by reference in this announcement, is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for CoinShares or Odysseus Holdings, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for CoinShares or Odysseus Holdings.
Publication on website
A copy of this announcement, together with all information incorporated by reference into the offer document, will be, available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions on CoinShares’ website at https://investor.coinshares.com/us-listing and Odysseus Holdings’ website at www.coinshares-bidco.com. Save as expressly referred to in this announcement, the content of CoinShares’ website or Odysseus Holdings’ website is not incorporated into, nor forms part of, this announcement.
General
If you are in any doubt as to the contents of this announcement, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser.
Attachment
NOTICE IS HEREBY GIVEN that a general meeting of the Company (in this Notice of Scheme General Meeting, the “Scheme General Meeting”) will be held at 2nd Floor, 2 Hill Street, St Helier Jersey JE2 4UA on 19 March 2026 at 9.15 a.m. (or, if later, as soon thereafter as the Jersey Court Meeting (as defined in the scheme circular published today by the Company (the “Scheme Document”) of which this Notice of Scheme General Meeting forms part) concludes or is adjourned) for the purpose of considering and, if thought fit, passing the following resolution which will be proposed as a special resolution. The Scheme General Meeting will be a combined physical and online meeting (hybrid meeting), with the ability for CoinShares Shareholders to attend and participate in person or online through the electronic facilities that are being made available via the Computershare online meeting platform (the “Virtual Meeting Platform”).
Unless the context requires otherwise, any capitalised term used but not defined in this Notice of Scheme General Meeting shall have the meaning given to such term in the Scheme Document of which this Notice of Scheme General Meeting forms part.
SPECIAL RESOLUTION
THAT:
- for the purpose of giving effect to the scheme of arrangement dated 18 February 2026 between the Company and the Scheme Shareholders (as defined in the said scheme), a print of which has been produced to this meeting and, for the purposes of identification, signed by the Chair thereof, in its original form or with or subject to such modification, addition or condition proposed by the Company and approved or imposed by the Court (the “Scheme”), the directors of the Company (or a duly authorised committee thereof) be authorised to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect;
- with effect from the passing of this resolution, the articles of association of the Company be and are hereby amended by the adoption and inclusion of the following new Article 35:
“35. SHARES NOT SUBJECT TO SCHEME OF ARRANGEMENT
35.1 In this Article, references to the "Scheme" are to the scheme of arrangement between the Company and the Scheme Shareholders (as defined in the Scheme) dated 18 February 2026 (with or subject to any modification, addition or condition approved or imposed by the Court and agreed by the Company to implement the direct or indirect acquisition of the entire issued and to be issued share capital of the Company (other than the Excluded Shares (as defined in the Scheme)) by Odysseus (Cayman) Limited (“Odysseus Cayman”)) under Article 125 of the Companies (Jersey) Law 1991 and terms defined in the Scheme shall (unless otherwise defined in these Articles) have the same meanings in this Article.
35.2 Notwithstanding any other provision of these Articles or the terms of any resolution whether ordinary or special passed by the Company in general meeting, if the Company issues any shares (other than to Odysseus Cayman (or its nominee(s))) at or prior to the Scheme Record Time such shares shall be issued subject to the terms of the Scheme and the original or subsequent holder or holders of such shares shall be bound by the Scheme accordingly.
35.3 Notwithstanding any other provision of these Articles, if any shares are issued or transferred out of treasury to any person other than Odysseus Cayman (or its nominee(s)) (i) before the Scheme Record Time (but after the Voting Record Time) and (ii) at or after the Scheme Record Time (each a “Post-Scheme Share”) they will, provided that the Scheme has become effective, be immediately transferred to Odysseus Cayman (or as Odysseus Cayman may otherwise direct) in exchange for the issue or transfer to the relevant allottees of such number of New Odysseus Holdings Shares based on the Equity Exchange Ratio, as if each such share had been a Scheme Share.
35.4 Notwithstanding any other provisions of these Articles, subject to the Scheme becoming Effective, the rights and entitlements which would otherwise be exercisable in respect of or attach to any Scheme Restricted Shares will not be exercisable or apply in respect of such Scheme Restricted Shares for as long as a direct or indirect interest holder in such Scheme Restricted Shares is a Sanctions Disqualified Shareholder including, without limitation:
35.4.1 the right to receive notice of, be present at or to vote (either in person or by representative or proxy) at any general meeting or at any separate meeting of the holders of any class of shares or on any poll or to exercise any other right conferred by membership in relation to any such meeting or poll, and any votes purported to be cast by or on behalf of such member in respect of the Scheme Restricted Shares at a general meeting or at a separate meeting of the holders of a class of shares will be disregarded;
35.4.2 the right to receive notices or documents (including, without limitation, share certificates, annual reports, accounts and resolutions) from or in respect of the Company;
35.4.3 the right to transfer such Scheme Restricted Shares or have such transfer be registered and any purported transfer of such Scheme Restricted Shares will be void;
35.4.4 the right to a further issuance of shares in respect of any such Scheme Restricted Shares or in pursuance of an offer made to the holders of shares in the Company; and
35.4.5 any right to receive payment of sums due from the Company on such Scheme Restricted Shares, whether in respect of distributions, of capital pursuant to any share buyback or otherwise and any such payment or other money payable in respect of such Scheme Restricted Shares shall be withheld by the Company, which shall not have any obligation to pay interest on it, and be paid into a blocked or frozen account (as applicable) in accordance with applicable Sanctions.
35.5 Subject to the Scheme becoming Effective, upon each direct and indirect interest holder of Scheme Restricted Shares ceasing to be a Sanctions Disqualified Shareholder or Odysseus Cayman having obtained the requisite licences in accordance with all applicable Sanctions to acquire such Scheme Restricted Shares in the manner set out in this Article 35 (at such point, such shareholder becoming a “Non-Restricted Holder” and such shares becoming “Non-Restricted Shares”), Odysseus Cayman may, in its sole and unfettered discretion, serve written notice on the Non-Restricted Holder obliging it to transfer each such Non-Restricted Share immediately to Odysseus Cayman (or as it may direct) free from all Encumbrances. Such transfer shall be in exchange for the issue and transfer to the Non-Restricted Holder of such number of New Odysseus Holdings Shares based on the Equity Exchange Ratio (subject to Article 35.6), as if such Non-Restricted Share had been a Scheme Share. Any amounts withheld by the Company pursuant to Article 35.4.5 shall also be released to the Non-Restricted Holder upon the later of (i) the transfer of such Non-Restricted Shares to Odysseus Cayman (or as it may direct) or (ii) the satisfaction of any remaining Sanctions restrictions in respect of the payment of such amounts.
35.6 On any reorganisation of, or material alteration to, the share capital of the Company (including, without limitation, any subdivision and/or consolidation) carried out after the Effective Date, the value of the consideration per Post-Scheme Share to be paid under Article 35.3 shall be adjusted by the Company in such manner as the auditors of the Company or an independent investment bank selected by the Company may determine to be appropriate to reflect such reorganisation or alteration. References in this Article to such shares shall, following such adjustment, be construed accordingly.
35.7 To give effect to any such transfer required by this Article, the Company may appoint any person as attorney and/or agent for the relevant new member to execute a form of transfer on behalf of the new member in favour of Odysseus Cayman and/or one or more of its nominee(s) and to do all such things and execute and deliver such documents as may, in the opinion of the agent, be necessary or desirable to vest such shares in Odysseus Cayman and/or one or more of its nominee(s). Pending the registration of Odysseus Cayman and/or one or more of its nominee(s) as the holder of any share to be transferred pursuant to this article, Odysseus Cayman shall be empowered to appoint a person nominated by the board of Directors to act as attorney or agent on behalf of each holder of any such share in accordance with such directions as Odysseus Cayman and/or one or more of its nominee(s) may give in relation to any dealings with or disposal of such share (or any interest therein), exercising any rights attached thereto or receiving any distribution or other benefit accruing or payable in respect thereof and the registered holder of such share shall exercise all rights attaching thereto in accordance with the directions of Odysseus Cayman and/or one or more of its nominee(s) but not otherwise. If an attorney or agent is so appointed, the new member shall not thereafter (except to the extent that the attorney or agent fails to act in accordance with the directions of Odysseus Cayman and/or one or more of its nominee(s)) be entitled to exercise any rights attaching to the Post-Scheme Shares unless so agreed by Odysseus Cayman and/or one or more of its nominee(s).
35.8 With effect from the Transfer Time, any person appointed by Odysseus Cayman may execute and deliver such documents or provide such instructions or notices on behalf of a Sanctions Disqualified Shareholder as may be necessary to dematerialise any shares held by that Sanctions Disqualified Shareholder or otherwise cancel entitlements to such shares held within the CREST system so as to cause such shares to become certificated holdings.
35.9 Notwithstanding any other provision of these Articles, both the Company and the Board may refuse to register the transfer of any shares between the Scheme Record Time and the Effective Date other than to Odysseus Cayman and/or one or more of its nominee(s) pursuant to the Scheme.
35.10 If the Scheme shall not have become effective by the date referred to in clause 7(B) of the Scheme (or such later date (if any) as Odysseus Cayman and the Company may agree and the Court may allow, if such consent is required), this Article shall be of no effect.”
- subject to and conditional upon the Scheme becoming Effective, pursuant to Article 16 of the Companies (Jersey) Law 1991, the Company changes its status to become a private company; and
- subject to and conditional upon the Scheme becoming Effective, the New CoinShares Articles (as made available on CoinShares’ website at https://investor.coinshares.com/us-listing) be approved and adopted as the articles of association of the Company in substitution for and to the exclusion of the existing articles of association of the Company.
18 February 2026
By order of the Board of COINSHARES INTERNATIONAL LIMITED
2nd Floor
2 Hill Street
St Helier
Jersey
JE2 4UA
Notes:
- The Scheme General Meeting will take place using a hybrid format incorporating physical and online participation via the Virtual Meeting Platform.
- Scheme Shareholders and CoinShares Shareholders that intend to participate in the Scheme General Meeting remotely should refer to the further details provided below in relation to the Virtual Meeting Platform and also in the Virtual Meeting Guide.
- CoinShares Shareholders will be given the opportunity to remotely attend, submit questions and vote at the Scheme General Meeting via the Virtual Meeting Platform.
- CoinShares Shareholders can access the Virtual Meeting Platform for the Scheme General Meeting by visiting meetnow.global/COIJGM2026 on a device which is compatible with the latest browser versions of Chrome, Firefox, Edge or Safari and can be accessed using a personal computer, smartphone or tablet device. To remotely attend, submit questions and/or vote at the Scheme General Meeting using this method, please go to meetnow.global/COIJGM2026.
- Once you have accessed meetnow.global/COIJGM2026 from your web browser, you will be prompted to enter your Shareholder Reference Number (SRN) and PIN number. Your SRN can be found on a share certificate or dividend confirmation (tax voucher), or alternatively, please call Computershare on the Shareholder Helpline, +44 (0) 370 707 4040 or email #jeregistryrms@computershare.co.je to access your SRN and unique PIN number. If you are an appointed proxy or a corporate representative you will be required to have a unique invite code to attend the Scheme General Meeting. These credentials will be issued one Business Day prior to the Scheme General Meeting, conditional on evidence of your proxy appointment or corporate representative appointment having been received and accepted. If you have not been provided with your meeting access credentials, please contact Computershare no later than 1 hour before the start of the Scheme General Meeting.
- Access to the Scheme General Meeting via the Virtual Meeting Platform will be available from 8.45 a.m. on 19 March 2026, as further detailed below. If you are unable to access your SRN and PIN, please call Computershare on the Shareholder Helpline, +44 (0) 370 707 4040 (calls are charged at the standard geographic rate and will vary by provider; calls from outside Jersey will be charged at the applicable international rate) or email #jeregistryrms@computershare.co.je. The Shareholder Helpline is open between 8.30 a.m. to 5.30 p.m. Monday to Friday, excluding Jersey public holidays. Please note that Computershare cannot provide comments on the merits of the Scheme or provide any financial, legal or tax advice, and calls may be recorded and monitored for security and training purposes.
- Although access to the meetings will be available from 8.45 a.m. on 19 March 2026, voting functionality will not be enabled until the Chair of the Scheme General Meeting declares the poll open. Shareholders will be permitted to submit questions (via the Virtual Meeting Platform) during the course of the Scheme General Meeting. During the Scheme General Meeting, you must ensure you are connected to the internet at all times in order to submit questions and vote when the Chair commences polling. Therefore, it is your responsibility to ensure connectivity for the duration of the Scheme General Meeting via your wireless or other internet connection. The Virtual Meeting Guide contains further information on remotely accessing and participating in the Scheme General Meeting via the Virtual Meeting Platform online and is available on the Company’s website at https://investor.coinshares.com/us-listing.
- If you experience any technical issues with the Virtual Meeting Platform you may either call Computershare on the Shareholder Helpline, or once you have entered the Virtual Meeting Platform for the Scheme General Meeting, you can raise a question using the chat function. If you have technical issues prior to the start of the meeting you should contact Computershare on the Shareholder Helpline.
- Under the CoinShares Articles, a majority of not less than sixty-seven per cent of those voting at the Scheme General Meeting in person (or remotely via the Virtual Meeting Platform) or by proxy is required to vote in favour of the resolution.
- CoinShares Shareholders entitled to attend and vote at the Scheme General Meeting are entitled to appoint one or more proxies to exercise all and any of their rights to attend, to speak and to vote on their behalf at the Scheme General Meeting. Where a member appoints more than one proxy in relation to the Scheme General Meeting, each proxy must be appointed to exercise the rights attached to a different share or shares held by that member. A proxy need not be a member of the Company but must attend the Scheme General Meeting in person (or remotely via the Virtual Meeting Platform).
- In the case of joint holders, the vote of the senior who tenders a vote, whether in person (or remotely via the Virtual Meeting Platform) or by proxy will be accepted to the exclusion of the votes of any other joint holders and for this purpose seniority will be determined by the order in which the names are recorded in the Company’s register of members.
- If you wish to appoint a proxy, please use the WHITE form of proxy made available on CoinShares website at https://investor.coinshares.com/us-listing. In the case of joint shareholders, only one need sign the WHITE form of proxy. The completion and return of the WHITE form of proxy will not stop you from attending, speaking and voting either in person or via the Virtual Meeting Platform at the Scheme General Meeting should you wish to do so and are so entitled. If you have appointed a proxy and attend the Scheme General Meeting and vote in person or via the Virtual Meeting Platform, your proxy appointment will automatically be terminated.
- To be valid, the WHITE form of proxy, together with any power of attorney or other authority under which it is signed, or a duly certified copy thereof, must be received at the offices of Computershare at Computershare Investor Services (Jersey) Limited c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY either: (i) by post or (ii) (during normal business hours only) by hand, by no later than 9.15 a.m. on 17 March 2026 in order to be considered valid or, if the meeting is adjourned, by the time which is 48 hours before the time of the adjourned meeting. Alternatively, you may send any document or information relating to proxies to the electronic address indicated on the form of proxy. In the case of a shareholder which is a corporation, the form of proxy must be executed under its common seal or under the hand of some officer or attorney or other person duly authorised in that behalf. To appoint more than one proxy using a form of proxy you may print multiple copies of the form of proxy.
- Alternatively, a member may appoint a proxy electronically by visiting www.investorcentre.co.uk/eproxy. To be valid, your proxy appointment and instructions must be received by no later than the deadline set out in note 12 above. A proxy need not be a member of the Company, and the appointment of a proxy does not preclude you from attending and voting in person or via the Virtual Meeting Platform at the meeting should you wish to do so.
- Please indicate the proxy holder’s name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. If possible, all forms should be returned together in the same envelope.
- To change your proxy instructions, simply submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also applies in relation to amended instructions: any amended proxy appointment received after the relevant cut-off time will be disregarded.
- If you submit more than one valid proxy appointment in respect of the same shares, the appointment received last before the latest time for the receipt of proxies will take precedence.
- In order to revoke a proxy instruction, you will need to inform the Company by sending a signed notice clearly stating your intention to revoke your proxy appointment to Computershare at Computershare Investor Services (Jersey) Limited c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY. In the case of a member that is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or a duly appointed attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. The revocation notice must be received by Computershare no later than 9.15 a.m. on 17 March 2026. If you attempt to revoke your proxy appointment but the revocation is received after the time specified, then your proxy appointment will remain valid.
- Shares held in uncertificated form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
- In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a ‘CREST Proxy Instruction’) must be properly (under CREST participant ID 3RA50) authenticated in accordance with CREST’s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer’s agent by 9.15 a.m. on 17 March 2026. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
- CREST members and, where applicable, their CREST sponsors or voting service providers should note that CREST does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his or her or its CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In connection with this, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
- Unless otherwise indicated on the Form of Proxy, CREST voting or any other electronic voting channel instruction, the proxy will vote as they think fit or, at their discretion, withhold from voting.
- The Directors of the Company will interpret any ambiguous proxy appointments. The Chair of the Scheme General Meeting will, in his capacity as proxy, interpret any voting instructions he receives. Their respective determinations shall be final.
- The Company, pursuant to Article 40 of the Companies Uncertificated Securities (Jersey) Order 1999, specifies that only those members registered in the register of members of the Company as at than 6.30 p.m. on 17 March 2026 or, in the event that the Scheme General Meeting is adjourned, in the Company’s register of members 48 hours before the time of any adjourned meeting(s) (excluding any part of such 48-hour period falling on a non-working day), shall be entitled to attend or vote at the Scheme General Meeting or any adjournment thereof in respect of the number of shares registered in their name at that time. Changes to the Company’s register of members after that time will be disregarded in determining the rights of any person to attend or vote at the Scheme General Meeting or any adjournment thereof.
- As at the Latest Practicable Date, the Company’s issued share capital comprised 66,678,210 ordinary shares of £0.000495 each carrying one vote each and 1,139,537 shares held in treasury. Therefore, the total voting rights of the Company as at the Latest Practicable Date are 65,538,673 (excluding shares held in treasury).
- Any member attending the Scheme General Meeting has a right to ask questions. Questions will be moderated before being put to the Chair of the Meeting to avoid repetition and ensure that the questions relate to the formal business of the Meeting. Where a number of similar questions have been asked, these will be grouped accordingly. The Company must cause to be answered any such question relating to the business being dealt with at the Scheme General Meeting but no such answer need be given if: (a) to do so would interfere unduly with the preparation for the Scheme General Meeting or involve the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer to a question; (c) no response is required to be provided under Jersey Companies Law; or (d) it is undesirable in the interests of CoinShares or the good order of the Scheme General Meeting that the question be answered.
- Voting on the resolution at the Scheme General Meeting will be conducted by a poll rather than a show of hands. Every member who is present or by proxy shall, on a poll, have one vote for each share of which he or she or it is the holder. Please note that only CoinShares Shareholders who are not Sanctions Disqualified Shareholders and validly appointed proxies attending the Scheme General Meeting in person (or remotely via the Virtual Meeting Platform) will be eligible to vote on the resolutions outlined above.
- Beneficial owners of shares who have been nominated by their registered holders of shares are advised that, in order to vote at the forthcoming Scheme General Meeting, they must issue an instruction to the registered holder of their shares. CoinShares can only accept instructions from registered holders of its shares and it would therefore be unable to act upon any instructions received from nominated persons.
About CoinShares
CoinShares is a leading global digital asset manager that delivers a broad range of financial services across investment management, trading, and securities to a wide array of clients that include corporations, financial institutions, and individuals. Founded in 2013, the firm is headquartered in Jersey, with offices in France, Stockholm, the UK, and the US. CoinShares is regulated in Jersey by the Jersey Financial Services Commission, in France by the Autorité des marchés financiers, and in the US by the Securities and Exchange Commission, National Futures Association and Financial Industry Regulatory Authority. CoinShares is publicly listed on the Nasdaq Stockholm under the ticker CS and the OTCQX under the ticker CNSRF.
For more information on CoinShares, please visit: https://coinshares.com
Company | +44 (0)1534 513 100 | enquiries@coinshares.com
Investor Relations | +44 (0)1534 513 100 | enquiries@coinshares.com
PRESS CONTACT
CoinShares
Benoît Pellevoizin
bpellevoizin@coinshares.com
M Group Strategic Communications
Peter Padovano
coinshares@mgroupsc.com
The information was submitted for publication, through the agency of the contact persons set out above, at 08:00 CET on 18 February 2026.
18 February 2026 | SAINT HELIER, Jersey | On 8 September 2025 CoinShares International Limited (“CoinShares”) (Nasdaq Stockholm: CS; US OTCQX: CNSRF) announced a joint merger plan with Vine Hill Capital Investment Corp (Nasdaq: VCIC) (“Vine Hill”) and Odysseus Holdings Limited (“Odysseus Holdings”), including a court-sanctioned scheme of arrangement under Article 125 of the Jersey Companies Law (“Scheme of Arrangement”) in order to facilitate a change of listing venue for CoinShares Shares from Nasdaq Stockholm to the Nasdaq Stock Market in the United States, or any other public stock market or exchange in the United States as may be agreed between CoinShares and Vine Hill (such joint merger plan and the Scheme of Arrangement being together the “Transaction”).
Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Circular. All references to times in this announcement are to Jersey times unless stated otherwise.
Publication of the Scheme Circular
CoinShares are pleased to announce that a scheme circular in relation to the Scheme of Arrangement (the “Scheme Circular”) has been published today by CoinShares setting out, amongst other things, a letter from the Chair of CoinShares which serves as an explanatory statement pursuant to Article 126 of the Jersey Companies Law, the terms and conditions of the Scheme of Arrangement, an expected timetable of principal events, notices of the Jersey Court Meeting and the Scheme General Meeting and details of the actions to be taken by CoinShares Shareholders.
The Scheme Circular will be made available in English, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on CoinShares’ website at https://investor.coinshares.com/us-listing and Odysseus Holdings’ website at https://www.coinshares-bidco.com.
Action required
As further detailed in the Scheme Circular, in order to become Effective, the Scheme of Arrangement requires, amongst other things, the approval of a majority in number of Scheme Shareholders present and voting (and entitled to vote), either in person (or remotely via the Virtual Meeting Platform) or by proxy at the Jersey Court Meeting, representing not less than 75 per cent. of the voting rights of the Scheme Shares held and voted by such Scheme Shareholders at the Jersey Court Meeting (or any adjournment of the Jersey Court Meeting) and the passing of the Special Resolution at the Scheme General Meeting by the requisite majority.
Notices convening the Jersey Court Meeting and the Scheme General Meeting to be held at the offices of CoinShares at 2nd Floor, 2 Hill Street, St Helier Jersey JE2 4UA at 9.00 a.m. and 9.15 a.m. (or as soon thereafter as the Jersey Court Meeting concludes or is adjourned) on 19 March 2026, respectively, are set out in the Scheme Circular. The Meetings will be held as combined physical and online meetings (hybrid meetings), enabling CoinShares Shareholders to attend and participate in person or virtually through the electronic facilities that are being made available via the Virtual Meeting Platform. The notices for the meetings have been published in a separate press release by CoinShares.
Any changes to the arrangements for the Jersey Court Meeting and the Scheme General Meeting will be communicated to CoinShares Shareholders before the relevant Meeting, through CoinShares’ website at https://investor.coinshares.com/us-listing and by announcement through Nasdaq Stockholm.
It is important that, for the Jersey Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of opinion of Scheme Shareholders.
Scheme Shareholders and CoinShares Shareholders are therefore strongly encouraged to submit proxy appointments and instructions for the Meetings as soon as possible and, in any event, so that the proxy appointment and instructions are received by Computershare no later than 48 hours before the relevant Meeting (or, in the case of any adjournment, not later than 48 hours before the time fixed for the adjourned Meeting, in each case excluding any part of such 48 hour period falling on a non-Jersey Business Day). Further detail on the deadlines for appointing proxies are set out in the Appendix to this announcement and in the Scheme Circular.
Recommendation
The CoinShares Directors have obtained a fairness opinion dated 7 September 2025 issued by Eight Advisory UK Limited reflecting their opinion as of that date that, on the basis of the considerations therein, the Consideration to be paid by Odysseus Holdings is fair, from a financial point of view, to CoinShares.
Accordingly, the CoinShares Directors unanimously recommend that CoinShares Shareholders vote in favour of the Scheme at the Jersey Court Meeting and the Special Resolution to be proposed at the Scheme General Meeting, as the CoinShares Directors who are interested in CoinShares Shares have irrevocably undertaken to do in respect of their own beneficial holdings of, in aggregate, 23,778,129 CoinShares Shares, representing, in aggregate, approximately 36.029 per cent. of CoinShares’ issued share capital as at the close of business on the Latest Practicable Date.
CoinShares Shareholders should carefully read the Scheme Circular in its entirety before making a decision with respect to the Scheme of Arrangement.
Timetable
The Scheme Circular contains an expected timetable of principal events in relation to the Scheme of Arrangement, which is also set out in the Appendix to this announcement. The Scheme remains conditional on, amongst other things, the approval of the requisite majority of Scheme Shareholders at the Jersey Court Meeting and the requisite majority of CoinShares Shareholders at the Scheme General Meeting. The Scheme of Arrangement is also subject to the satisfaction (or, where applicable, waiver) of the other Conditions and further terms, as described more fully in the Scheme Circular.
Subject to the satisfaction or (where applicable) waiver of the Conditions, the Scheme of Arrangement is expected to become Effective in Q2 2026 and, in any event, prior to the Long Stop Date.
If any of the key dates set out in the timetable change, CoinShares and Odysseus Holdings will announce such changes by announcement in accordance with applicable laws and regulations, with such announcements also being made available on CoinShares’ website at https://investor.coinshares.com/us-listing and Odysseus Holdings’ website at https://www.coinshares-bidco.com.
Information about the Transaction
Information about the Transaction is made available at www.coinshares-bidco.com.
If CoinShares Shareholders have any questions about this announcement, the Scheme Circular or the completion and return of the Forms of Proxy, please contact CoinShares’ registrars, Computershare, on the shareholder helpline at +44 (0) 370 707 4040. The shareholder helpline will be available from 8.30 a.m. and 5.30 p.m. Monday to Friday (except public holidays in Jersey). Calls to the shareholder helpline from outside of Jersey will be charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored for security and training purposes. Please note that Computershare cannot provide advice on the merits of the Scheme of Arrangement, nor give financial, tax, investment or legal advice. If the Scheme of Arrangement is sanctioned as outlined above, it is expected that the last day of dealings in, and registration of transfers of, CoinShares Shares on Nasdaq Stockholm is expected to be the Business Day prior to the date of the Sanction Hearing and no transfers will be registered after 6.00 p.m. on that date. It is intended that, subject to the Scheme of Arrangement becoming Effective, application will be made to Nasdaq Stockholm to delist CoinShares Shares from Nasdaq Stockholm, with effect from or shortly following the Effective Date, and steps will be taken to re-register CoinShares as a private limited company under the relevant provisions of the Jersey Companies Law.
About CoinShares
CoinShares is a leading global digital asset manager that delivers a broad range of financial services across investment management, trading, and securities to a wide array of clients that include corporations, financial institutions, and individuals. Founded in 2013, the firm is headquartered in Jersey, with offices in France, Stockholm, the UK, and the US. CoinShares is regulated in Jersey by the Jersey Financial Services Commission, in France by the Autorité des marchés financiers, and in the US by the Securities and Exchange Commission, National Futures Association and Financial Industry Regulatory Authority. CoinShares is publicly listed on the Nasdaq Stockholm under the ticker CS and the OTCQX under the ticker CNSRF.
About Vine Hill
Vine Hill is a special purpose acquisition company (“SPAC”) sponsored by an affiliate of Vine Hill Capital Partners and formed as part of a platform to sponsor a series of SPACs. Vine Hill completed its $220 million initial public offering in September 2024 and its stock currently trades on Nasdaq under the ticker “VCIC.” Vine Hill Capital Partners is a premier alternative investment manager dedicated to helping businesses achieve their full potential and unlocking shareholder value through leveraging the public markets.
For more information on CoinShares, please visit: https://coinshares.com
Company | +44 (0)1534 513 100 | enquiries@coinshares.com
Investor Relations | +44 (0)1534 513 100 | enquiries@coinshares.com
PRESS CONTACT
CoinShares
Benoît Pellevoizin
bpellevoizin@coinshares.com
M Group Strategic Communications
Peter Padovano
coinshares@mgroupsc.com
The information was submitted for publication, through the agency of the contact persons set out above, at 08:00 CET on 18 February 2026.
IMPORTANT INFORMATION
General
This communication is being made in respect of the proposed business combination (the “Business Combination” and the other transactions contemplated by the Business Combination Agreement among CoinShares, Vine Hill, Odysseus Holdings Limited (“Holdco”) and the other parties thereto (collectively, the “Transactions”)) among Vine Hill, CoinShares and Holdco. The information contained herein does not purport to be all-inclusive and none of Vine Hill, CoinShares, Holdco or their respective affiliates makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this communication.
Additional Information and Where to Find It
The acquisition of the entire issued and to be issued share capital of CoinShares by Odysseus Cayman will be made solely by means of the Scheme Circular (and the accompanying Forms of Proxy), which will contain the full terms and conditions of the Scheme of Arrangement, including, if applicable, details of how to vote in respect of the Scheme of Arrangement. Any decision in respect of the Scheme of Arrangement should be made only on the basis of the information contained in the Scheme Circular.
CoinShares urges CoinShares Shareholders to read the Scheme Circular because it contains important information relating to the Scheme of Arrangement and the Transaction, including details of how to vote in respect of the Scheme of Arrangement. The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and the release of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date.
This announcement does not constitute a prospectus or a prospectus equivalent document.
In connection with the Transactions, CoinShares, Vine Hill and Holdco plan to file a Registration Statement on Form F-4 (as amended and supplemented from time to time, the “Registration Statement”) with the SEC, which will include a preliminary proxy statement of Vine Hill and a prospectus of Holdco relating to the offer of the securities to be issued to Vine Hill’s securityholders in connection with the completion of the Business Combination (the “Proxy Statement/Prospectus”). The definitive proxy statement and other relevant documents will be mailed to Vine Hill shareholders as of a record date to be established for voting on the Transactions and other matters as described in the Proxy Statement/Prospectus. Vine Hill, CoinShares and/or Holdco will also file other documents regarding the Transactions with the SEC. This communication does not contain all of the information that should be considered concerning the Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF VINE HILL AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH VINE HILL’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT VINE HILL, COINSHARES, HOLDCO AND THE TRANSACTIONS. Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by Vine Hill, CoinShares and/or Holdco, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to: Vine Hill Capital Investment Corp., 500 E Broward Blvd, Suite 900, Fort Lauderdale, FL 33394, or upon written request to CoinShares or Holdco at c/o CoinShares International Limited, 2nd Floor, 2 Hill Street, JE2 4UA St Helier Jersey, Channel Islands.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTIONS OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Participants in the Solicitation
Vine Hill, CoinShares, Holdco and their respective directors, executive officers, certain of their shareholders and other members of management and employees may be deemed under SEC rules to be participants in the solicitation of proxies from Vine Hill’s shareholders in connection with the Transactions. You can find information about Vine Hill’s directors, executive officers, certain of their shareholders and other members of management and employees and their interest in Vine Hill can be found in the sections entitled “Directors, Executive Officers and Corporate Governance – Conflicts of Interest,” “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” and “Certain Relationships and Related Party Transactions” of Vine Hill’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on March 26, 2025 and is available free of charge at the SEC’s website at www.sec.gov and at the following URL: sec.gov/Archives/edgar/data/2025396/000101376225002707/ea0234943-10k_vinehill.htm. Additional information regarding the interests of such participants will be contained in the Registration Statement when available.
A list of the names of the directors, executive officers, other members of management and employees of CoinShares and Holdco, as well as information regarding their interests in the Business Combination, will be contained in the Registration Statement to be filed with the SEC. Additional information regarding the interests of such potential participants in the solicitation process may also be included in other relevant documents when they are filed with the SEC.
No Offer or Solicitation
The information contained in this communication is for informational purposes only and 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 exchange, or a solicitation of an offer to buy or exchange the securities of Vine Hill, CoinShares or Holdco, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.
Overseas Shareholders
The release, publication or distribution of this announcement in jurisdictions other than Jersey, the Cayman Islands, Sweden or the United States and the availability of the Scheme of Arrangement to CoinShares Shareholders who are not resident in Jersey, the Cayman Islands, Sweden or the United States, may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe such restrictions. In particular, the ability of persons who are not resident in Jersey, the Cayman Islands, Sweden or the United States to vote their CoinShares Shares with respect to the Scheme of Arrangement at the Jersey Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Jersey Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Further details in relation to Overseas Shareholders are contained in the Scheme Circular. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Transaction disclaim any responsibility or liability for the violation of such restrictions by any person.
Unless otherwise determined by Odysseus Holdings, and permitted by applicable law and regulation, the Scheme of Arrangement will not be made available, in whole or in part, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction and no person may vote in favour of the Scheme of Arrangement by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. No invitation may be made to the public in the Cayman Islands to subscribe for the securities offered hereby, and this announcement and the Scheme of Arrangement may not be issued or passed to any such person. Scheme Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.
Accordingly, copies of this announcement and all documents relating to the Transaction are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving such documents (including, without limitation, agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. Doing so may render invalid any related purported vote in respect of the Scheme of Arrangement.
Further details in relation to Overseas Shareholders are contained in the Scheme Circular.
This announcement and any accompanying documents have been prepared for the purposes of complying with Jersey, Cayman Islands, Swedish and U.S. law and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of other jurisdictions.
The Transaction shall be subject to the applicable requirements of Nasdaq Stockholm, the Takeover Rules for Nasdaq Stockholm and the Jersey Companies Law.
Sanctions Disqualified Shareholders
Sanctions Disqualified Shareholders should refer to paragraph 28 of Part 1 (Letter from the Chair of CoinShares) of the Scheme Circular in respect of the implications of the Scheme of Arrangement and the Transaction on their holdings of Scheme Restricted Shares.
Additional Information for U.S. Investors
The Scheme of Arrangement relates to the securities of a Jersey company and is proposed to be effected by means of a scheme of arrangement under the Jersey Companies Law. This announcement and certain other documents relating to the Transaction have been or will be prepared in accordance with Jersey law disclosure requirements, format and style, all of which differ from the disclosure and other requirements of United States securities laws. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the U.S. Exchange Act. Accordingly, the Transaction is subject to the disclosure requirements of and practices applicable in Jersey to schemes of arrangement, which differ from the disclosure requirements of the United States tender offer and proxy solicitation rules. Except in relation to Non-IFRS financial measures, any financial statements or other financial information included in this announcement and the Scheme Circular has been or will have been prepared in accordance with (i) with respect to CoinShares, accounting standards applicable in Jersey, which may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with U.S. GAAP and (ii) with respect to the Vine Hill Group, U.S. GAAP and the auditing standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”). U.S. GAAP differs in certain significant respects from accounting standards applicable in Jersey. None of the financial statements or other financial information relating to CoinShares in this announcement and the Scheme Circular has been audited in accordance with auditing standards generally accepted in the United States.
Odysseus Cayman, its nominees, or their brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, CoinShares Shares outside of the United States, other than pursuant to the Scheme of Arrangement, until the date on which the Scheme of Arrangement becomes Effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the U.S. Exchange Act, these purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the U.S. Exchange Act. Any information about such purchases will be disclosed as required in Jersey and Sweden and the United States.
It may be difficult for U.S. holders to enforce their rights and claims arising out of the U.S. federal securities laws, since CoinShares and Odysseus Holdings are located in countries other than the U.S, and all of their officers and directors are residents of countries other than the U.S. holders may not be able to claim against a non-U.S. company or its officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court’s judgement. In addition, it may be difficult or impossible for CoinShares U.S. Shareholders to effect service of process within the United States upon Odysseus Cayman or CoinShares, as applicable, their respective officers or directors or the experts named herein, or to realise, against them, upon judgments of courts of the United States based on civil liabilities, whether or not predicated solely upon United States federal and state securities laws. In addition, CoinShares U.S. Shareholders should not assume that the courts of Jersey: (a) would enforce judgments of United States courts obtained in actions against such persons based on civil liabilities; or (b) would enforce, in original actions, liabilities against such persons based on civil liabilities, in either case whether or not predicated solely upon U.S. federal and state securities laws.
Scheme Shareholders who are citizens or residents of the United States should consult their own legal and tax advisers with respect to the legal and tax consequences of the Scheme of Arrangement in their particular circumstances.
Forward-Looking Statements
This communication includes “forward-looking statements” with respect to Vine Hill, CoinShares and/or Holdco within the meaning of the federal securities laws. These forward-looking statements include all statements other than statements of historical fact, including, without limitation, the timing of, and the satisfaction of closing conditions to, completion of the Transaction. The expectations, estimates and projections of the businesses of CoinShares and Vine Hill may differ from their actual results and consequently, you should not rely on these forward-looking statements as predictions of future events. In some cases, you can identify forward-looking statements by terminology such as “according to estimates”, “anticipates”, “assumes”, “believes”, “could”, “estimates”, “expects”, “forecasts”, “intends”, “is of the opinion”, “may”, “plans”, “potential”, “predicts”, “projects”, “targets”, “to the knowledge of”, “should”, “will”, “would”, or the negatives of these terms, variations of them or similar terminology, although not all forward-looking statements contain such identifying words.
Such forward-looking statements are subject to risks, uncertainties, and other factors which may adversely affect CoinShares’ and Holdco’s ability to implement and achieve their plans and objectives set out in such forward-looking statements and which may cause actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding CoinShares’ and Holdco’s present and future policies and plans and the environment in which CoinShares and Holdco will operate in the future. Many actual events or circumstances are outside of the control of CoinShares, Holdco or Vine Hill. Furthermore, certain forward-looking statements are based on assumptions or future events which may not prove to be accurate, and no reliance whatsoever should be placed on any forward-looking statements in this communication. Factors that may cause such differences include, but are not limited to: (1) the Transactions not being completed in a timely manner or at all, which may adversely affect the price of Vine Hill’s and/or CoinShares’ securities; (2) the Transactions not being completed by Vine Hill’s business combination deadline; (3) failure by the parties to satisfy the conditions to the consummation of the Transactions, including the approval of Vine Hill’s and CoinShares’ shareholders and obtaining the requisite Acts of the Royal Court of Jersey; (4) failure to realize the anticipated benefits of the Transactions, which may be affected by, among other things, competition, the ability of CoinShares and Holdco to grow and manage growth profitably, build or maintain relationships with customers and retain management and key employees, capital expenditures, requirements for additional capital and timing of future cash flow provided by operating activities and the demand for digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and Holdco; (5) the level of redemptions by Vine Hill’s public shareholders which will reduce the amount of funds available for CoinShares and Holdco to execute on their business strategies and may make it difficult to obtain or maintain the listing or trading of Holdco ordinary shares on a major securities exchange; (6) failure of Holdco to obtain or maintain the listing of its securities on any securities exchange after the closing; (7) costs related to the Transactions and as a result of Holdco becoming a public company that may be higher than currently anticipated; (8) changes in business, market, financial, political and regulatory conditions; (9) volatility and rapid fluctuations in the market prices of digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and/or Holdco; (10) failure of CoinShares’ and/or Holdco’s digital asset investment products to track their respective target benchmarks; (11) regulatory or other developments that negatively impact demand for the products and services provided by CoinShares and/or Holdco; (12) the outcome of any event, change or other circumstance that could give rise to the inability to consummate the Business Combination; (13) the outcome of any legal proceedings that may be instituted against Vine Hill, CoinShares, Holdco and/or any of their respective affiliates or others; (14) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations; (15) the risk that the Business Combination disrupts current plans and operations of Vine Hill and/or CoinShares as a result of the announcement and consummation of the Business Combination; (16) treatment of digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and/or Holdco, for U.S. and foreign tax purposes; (17) challenges in implementing CoinShares and/or Holdco’s business plan due to operational challenges, significant competition and regulation; (18) being considered to be a “shell company” or “former shell company” by the securities exchange on which Holdco ordinary shares will be listed or by the SEC, which may impact the ability to list Holdco ordinary shares and restrict reliance on certain rules or forms in connection with the offering, sale or resale of Holdco’s securities; (19) trading price and volume of Holdco ordinary shares may be volatile following the Transactions and an active trading market may not develop; (20) Holdco shareholders may experience dilution in the future due to the exercise of a significant number of existing warrants and any future issuances of equity securities of Holdco; (21) investors may experience immediate and material dilution upon the closing as a result of the Vine Hill Class B ordinary shares held by Vine Hill Capital Sponsor I LLC, since the value of the Holdco ordinary shares received by Vine Hill Capital Sponsor I LLC in exchange for such Vine Hill Class B ordinary shares is likely to be substantially higher than the nominal price paid for them, even if the trading price of Holdco ordinary shares at such time is substantially less than the price per share paid by investors; (22) conflicts of interest that may arise from investment and transaction opportunities involving Holdco, CoinShares, their respective affiliates and other investors and clients; (23) digital asset trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes; (24) risks relating to the custody of CoinShares’ and Holdco’s digital assets, including the loss or destruction of private keys required to access its digital assets and cyberattacks or other data loss relating to its digital assets, which could cause CoinShares or Holdco, as applicable, to lose some or all of its digital assets; (25) a security breach, cyber-attack or other event where unauthorized parties obtain access to CoinShares’ or Holdco’s digital assets, as a result of which CoinShares or Holdco may lose some or all of their digital assets temporarily or permanently and their financial condition and results of operations could be materially adversely affected; (26) the emergence or growth of other digital assets, including those with significant private or public sector backing, including by governments, consortiums or financial institutions, could have a negative impact on the value of digital assets and adversely affect CoinShares’ and/or Holdco’s business; (27) potential regulatory changes reclassifying certain digital assets as securities could lead to the CoinShares’ and/or Holdco’s classification as an “investment company” under the Investment Company Act of 1940 and could adversely affect the market price of CoinShares’ and/or Holdco’s digital assets and the market price of CoinShares or Holdco listed securities; and (28) other risks and uncertainties included in (x) the “Risk Factors” sections of the Vine Hill Annual Report on Form 10-K and (y) other documents filed or to be filed with or furnished or to be furnished to the SEC by Holdco, CoinShares and/or Vine Hill. The foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. None of Vine Hill, CoinShares or Holdco undertakes or accepts any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law. Past performance by Vine Hill’s, CoinShares’ or Holdco’s management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not place undue reliance on the historical record of the performance of Vine Hill’s, CoinShares’ or Holdco’s management teams or businesses associated with them as indicative of future performance of an investment or the returns that Vine Hill, CoinShares or Holdco will, or are likely to, generate going forward.
No profit forecasts, estimates or quantified benefits statements
No statement in this announcement, or incorporated by reference in this announcement, is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for CoinShares or Odysseus Holdings, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for CoinShares or Odysseus Holdings.
Rounding
Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
Publication on website
A copy of this announcement, together with all information incorporated by reference into the Scheme Circular, will be, available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions on CoinShares’ website at https://investor.coinshares.com/us-listing and Odysseus Holdings’ website at www.coinshares-bidco.com. Save as expressly referred to in this announcement, the content of CoinShares’ website or Odysseus Holdings’ website is not incorporated into, nor forms part of, this announcement.
Request to receive documents in hard copy form
A hard copy of this announcement or the Scheme Circular may be requested by contacting CoinShares’ registrars, Computershare on +44 (0) 370 707 4040. Calls are charged at the standard geographic rate and will vary by provider. Calls outside Jersey will be charged at the applicable international rate. The Shareholder Helpline is open between 8.30 a.m. and 5.30 p.m., Monday to Friday (excluding public holidays in Jersey). Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note the Shareholder Helpline cannot provide advice on the merits of the Scheme of Arrangement nor give any financial, investment, legal or tax advice.
General
If you are in any doubt as to the contents of this announcement or the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable is based on CoinShares’ current expected dates for the implementation of the Scheme of Arrangement and is subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to CoinShares Shareholders by announcement through Nasdaq Stockholm, with such announcement being made available on CoinShares’ website at https://investor.coinshares.com/us-listing.
References to times in this timetable are to Greenwich Mean Time (GMT), unless otherwise stated.
Event - Time and/or date
Publication of the Scheme Circular: 18 February 2026
Latest time for lodging Forms of Proxy for the:
Jersey Court Meeting (BLUE form): 9.00 a.m. on 17 March 2026(1)
Scheme General Meeting (WHITE form): 9.15 a.m. on 17 March 2026(2)
Voting Record Time: 6.30 p.m. on 17 March 2026(3)
Jersey Court Meeting: 9.00 a.m. on 19 March 2026
Scheme General Meeting: 9.15 a.m. on 19 March 2026(4)
The following dates are indicative only and are subject to change (including as may be agreed by CoinShares and Odysseus Cayman from time to time)
Last day of dealings in, and for the registration of transfers of, CoinShares Shares on Nasdaq Stockholm: D - 1 Business Day
Sanction Hearing (to sanction the Scheme): currently expected to be held on 30 March 2026), subject to Court approval and the satisfaction (or, if applicable, waiver) of the relevant Conditions and, in any event, prior to the Long Stop Date (“D”)(5)
Suspension of trading of CoinShares Shares on Nasdaq Stockholm: 5.30 a.m. (Sweden time) on D
Settlement of final trades in Euroclear Sweden of CoinShares Shares on Nasdaq Stockholm: D + 1 Business Day
CoinShares Shares to be repositioned from Euroclear Sweden’s account in CREST to underlying beneficial holders’ accounts in CREST: D + 2-5 Business Days
Last day for registration of transfers of, and disablement in CREST of CoinShares Shares: D + 6 Business Days
Scheme Record Time: 6.00 p.m. on D + 6 Business Days
Effective Date: D + 7 Business Days(6)
Delisting of CoinShares Shares on Nasdaq Stockholm: by 5.30 a.m. (Sweden time) on D + 7 Business Days
Issue of New Odysseus Holdings Shares: at or shortly after 9.00 a.m. (New York time) on D + 7 Business Days
Listing of New Odysseus Holdings Shares on Nasdaq: at or shortly after 9.30 a.m. (New York time) on D + 8 Business Days
Long Stop Date: 8 June 2026(7)
Notes
(1) It is requested that BLUE Forms of Proxy for the Jersey Court Meeting be lodged not later than 9.00 a.m. on 17 March 2026 or, if the Jersey Court Meeting is adjourned, 48 hours prior to the time and date set for any adjourned Jersey Court Meeting (excluding any part of such 48-hour period falling on a non-working day). If the BLUE Form of Proxy for the Jersey Court Meeting is not returned by such time, it may be handed to a representative of CoinShares’ registrars, Computershare, on behalf of the Chair of the Jersey Court Meeting, or to the Chair of the Jersey Court Meeting before the start of the Jersey Court Meeting (or any adjournment of it) and it will be valid.
(2) In order to be valid, the WHITE Forms of Proxy for the Scheme General Meeting must be lodged not later than 9.15 a.m. on 17 March 2026 or, if the Scheme General Meeting is adjourned, 48 hours prior to the time and date set for any adjourned Scheme General Meeting (excluding any part of such 48-hour period falling on a non-working day).
(3) If either the Jersey Court Meeting or the Scheme General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6.30 p.m. on the date which is two days (excluding non-working days) prior to the date set for such adjourned Meeting.
(4) To commence at 9.15 a.m. or, if later, as soon thereafter as the Jersey Court Meeting shall have concluded or adjourned.
(5) The Sanction Hearing is currently expected to be held on 30 March 2026 at the Royal Court of Jersey, Royal Court House, Royal Square, St. Helier, Jersey JE1 1JG. These dates are indicative only and are subject to change and will depend, among other things, on the date upon which: (i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order (and any act of court in connection with the Scheme) is delivered to the Jersey Registrar of Companies. Participants in the CoinShares Share Plan will be contacted separately to inform them of the effect of the Scheme on their rights under the CoinShares Share Plan, including details of any appropriate proposals being made and dates and times relevant to them. Scheme Shareholders are entitled to attend and be heard at the Sanction Hearing, should they wish to do so, in person or through their counsel.
(6) Following sanction of the Scheme by the Court, the Scheme will become Effective in accordance with its terms upon a copy of the Court Order (and any act of court in connection with the Scheme) being delivered to the Jersey Registrar of Companies. This is presently expected to occur on 10 April 2026 being 7 Business Days after the Sanction Hearing, subject to satisfaction or (where capable of waiver), waiver of the Conditions.
(7) This is the latest date by which the Scheme may become Effective. However, the Long Stop Date may be extended to such later date as CoinShares and Odysseus Cayman may agree (and as the Court may allow, should such approval be required).
IN THE ROYAL COURT OF JERSEY File No. 2026/025
SAMEDI DIVISION
IN THE MATTER OF COINSHARES INTERNATIONAL LIMITED
and
IN THE MATTER OF THE JERSEY COMPANIES LAW
NOTICE IS HEREBY GIVEN that, by an Order dated 17 February 2026 made in the above matters, the Court has given permission for CoinShares International Limited (the “Company”) to convene a meeting (the “Jersey Court Meeting”) of the Scheme Shareholders (as defined in the Scheme of Arrangement referred to below), for the purpose of considering and, if thought fit, approving (with or without modification) a Scheme of Arrangement pursuant to Article 125 of the Companies Jersey Law 1991, (as amended) (the “Jersey Companies Law”) proposed to be made between the Company and the Scheme Shareholders (as defined in the Scheme of Arrangement) and that such meeting will be held at 2nd Floor, 2 Hill Street, St Helier Jersey JE2 4UA on 19 March 2026, at 9.00 a.m. at which place and time all holders of the Scheme Shares are requested to attend. The Jersey Court Meeting will be a combined physical and online meeting (hybrid meeting), with the ability for Scheme Shareholders to attend and participate in person or online through the electronic facilities that are being made available via the Computershare online meeting platform (the “Virtual Meeting Platform”). A copy of the Scheme of Arrangement and a copy of the explanatory statement required to be published pursuant to Article 126 of the Jersey Companies Law are incorporated in the scheme circular published today by the Company (“Scheme Document”) and of which this notice forms part.
Unless the context requires otherwise, any capitalised term used but not defined in this notice shall have the meaning given to such term in the Scheme Document of which this notice forms part.
Voting on the resolution to support or oppose the Scheme will be by way of a poll, which shall be conducted as the Chair of the Jersey Court Meeting may determine.
- Right to appoint a proxy: procedure for appointment
Scheme Shareholders entitled to attend and vote at the meeting may vote in person (or remotely via the Virtual Meeting Platform) at the Jersey Court Meeting or they may appoint another person, whether a member of CoinShares or not, as their proxy to attend and vote in their place.
Voting at the Jersey Court Meeting will be by poll which shall be conducted as the Chair of the Jersey Court Meeting may determine. It is important that, for the Jersey Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of opinion of Scheme Shareholders. Scheme Shareholders are strongly urged to submit proxy appointments and instructions for the Jersey Court Meeting as soon as possible, using any of the methods (by post, online or electronically through CREST) set out below. Doing so will not prevent you from attending, speaking and voting in person (or remotely via the Virtual Meeting Platform) at the Jersey Court Meeting if you wish and are entitled to do so. A proxy need not be a member of the Company, and the appointment of a proxy does not preclude you from attending or voting in person (or remotely via the Virtual Meeting Platform) at the meeting should you wish to do so.
Where CoinShares Shares are registered in the name of Euroclear Sweden, Euroclear Sweden will not itself exercise voting rights in respect of those shares. Euroclear Sweden has submitted to CoinShares a certificate of nomination, appointing each of the persons listed in Euroclear Sweden’s register of account holders for CoinShares from time to time (the “Euroclear Sweden Registered Holders”) as Euroclear Sweden’s proxy for the purposes of the Jersey Court Meeting and the Scheme General Meeting, entitling Euroclear Sweden Registered Holders to enjoy and exercise all rights of Euroclear Sweden in relation to the Jersey Court Meeting and the Scheme General Meeting as if such person was a registered member of CoinShares, including to attend, speak and vote. The provisions contained in this Notice of Jersey Court Meeting applicable to registered holders of CoinShares Shares shall therefore apply to Euroclear Sweden Registered Holders as if they were registered holders of CoinShares Shares. The relevant Euroclear Sweden Registered Holders are therefore strongly urged to vote at the Jersey Court Meeting by completing and returning the Form of Proxy in accordance with the instructions printed thereon as soon as possible. If you are unsure as to whether you are a Euroclear Sweden Registered Holder, please contact the Shareholder Helpline operated by CoinShares’ registrars, Computershare by calling +44 (0) 370 707 4040. If you beneficially own CoinShares Shares and you are not a Euroclear Sweden Registered Holder, you may need to contact your broker, bank, trust or other nominee for details on how to vote such beneficially held shares at the Meetings.
A BLUE Form of Proxy for use at the Jersey Court Meeting has been made available at CoinShares website at https://investor.coinshares.com/us-listing. Instructions for its use are set out on the form. It is requested that the BLUE Form of Proxy (together with any power of attorney or other authority, if any, under which it is signed, or a duly certified copy thereof) be returned to CoinShares’ registrars, Computershare, at Computershare Investor Services (Jersey) Limited c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY either: (i) by post or (ii) (during normal business hours only) by hand, to be received not later than 9.00 a.m. on 17 March 2026 or, in the case of an adjournment of the Jersey Court Meeting, not less than 48 hours (excluding any part of such 48-hour period falling on a non-working day) before the time and date set for the adjourned Jersey Court Meeting. However, if not so lodged, BLUE Forms of Proxy (together with any such authority, if applicable) may be handed to the Chair of the Jersey Court Meeting or to CoinShares’ registrars, Computershare, on behalf of the Chair of the Jersey Court Meeting, before the start of the Jersey Court Meeting and will be valid.
Scheme Shareholders entitled to attend and vote at the Jersey Court Meeting who hold their shares through CREST may appoint a proxy using the CREST proxy voting service. Proxies submitted using the CREST Proxy Voting Service must be transmitted so as to be received by CoinShares’ registrars, Computershare, (under CREST participant ID 3RA50) not later than 9.00 a.m. on 17 March 2026 (or, in the case of an adjournment of the Jersey Court Meeting, not less than 48 hours (excluding any part of such 48-hour period falling on a non-working day) before the time and date set for the adjourned Jersey Court Meeting). For this purpose, the time of receipt will be taken to be the time from which CoinShares’ registrars, Computershare, are able to retrieve the message by enquiry to CREST.
As an alternative to completing and returning the printed BLUE Form of Proxy or appointing a proxy through CREST, Scheme Shareholders entitled to attend and vote at the Jersey Court Meeting may appoint a proxy electronically by logging on to the following website: www.investorcentre.co.uk/eproxy or registering if you have not previously done so. To register, Scheme Shareholders will need their Shareholder Reference Number (SRN) which is printed on their share certificate or is available from CoinShares’ registrars, Computershare by calling the Shareholder Helpline or emailing #jeregistryrms@computershare.co.je. For an electronic proxy appointment to be valid, the appointment must be received by CoinShares’ registrars, Computershare, no later than 9.00 a.m. on 17 March 2026 (or, in the case of an adjournment of the Jersey Court Meeting, not less than 48 hours (excluding any part of such 48-hour period falling on a non-working day) before the time and date set for the adjourned Jersey Court Meeting).
If you have not appointed a proxy online or electronically by the time above, you may hand a BLUE Form of Proxy to the Chair of the Jersey Court Meeting or to CoinShares’ registrars, Computershare, on behalf of the Chair of the Jersey Court Meeting, before the start of the Jersey Court Meeting and it will be valid.
Please note that only Scheme Shareholders who are not Sanctions Disqualified Shareholders and validly appointed proxies attending the Jersey Court Meeting in person (or remotely via the Virtual Meeting Platform) will be eligible to vote on the resolutions outlined above.
Completion and return of a Form of Proxy, or the appointment of a proxy electronically or using CREST (or any other procedure described in the Scheme Document of which this notice forms part), will not prevent a Scheme Shareholder from attending, speaking and voting either in person or via the Virtual Meeting Platform at the Jersey Court Meeting, or any adjournment thereof, if such Scheme Shareholder wishes and is entitled to do so.
- Voting Record Time
Entitlement to attend and vote at the Jersey Court Meeting, or any adjournment thereof, and the number of votes which may be cast at the Jersey Court Meeting will be determined by reference to the register of members of CoinShares at 6.30 p.m. on 17 March 2026 (or, if the meeting is adjourned, 6.30 p.m. on the date which is two days before the date fixed for the adjourned Jersey Court Meeting (excluding any non-working day). Changes to the register of members of CoinShares after such time will be disregarded in determining the rights of any person to attend and vote at the Jersey Court Meeting.
- Joint Holders
In the case of joint holders of Scheme Shares, any one such joint holder may tender a vote, whether in person (or remotely via the Virtual Meeting Platform) or by proxy, at the Jersey Court Meeting, however, the vote of the senior who tenders a vote whether in person (or remotely via the Virtual Meeting Platform) or by proxy will be accepted to the exclusion of the votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members of CoinShares in respect of the joint holding.
- Corporate Representatives
As an alternative to appointing a proxy, any Scheme Shareholder which is a corporation may appoint one or more corporate representatives who may exercise on its behalf all its power as a member, provided that if two or more corporate representatives purport to vote in respect of the same shares, if they purport to exercise the power in the same way as each other, the power is treated as exercised in that way, and in other cases the power is treated as not exercised.
- Instructions for accessing the Virtual Meeting Platform
Scheme Shareholders entitled to attend and vote at the Jersey Court Meeting will be given the opportunity to remotely attend, submit questions and vote at the Jersey Court Meeting via the Virtual Meeting Platform.
Scheme Shareholders entitled to attend and vote at the Jersey Court Meeting can access the Virtual Meeting Platform for the Jersey Court Meeting by visiting meetnow.global/COIJCM2026 on a device which is compatible with the latest browser versions of Chrome, Firefox, Edge or Safari, and can be accessed using a personal computer, tablet or smartphone device. To attend remotely, submit questions and/or vote at the Jersey Court Meeting using this method, please go to meetnow.global/COIJCM2026.
Once you have accessed meetnow.global/COIJCM2026 from your web browser, you will be prompted to enter your Shareholder Reference Number (SRN) and PIN number. If you are not in receipt of your SRN this can be found on a share certificate or dividend confirmation (tax voucher), or alternatively, please call Computershare on +44 (0) 370 707 4040 (the “Shareholder Helpline”) or email #jeregistryrms@computershare.co.je to access your SRN and unique PIN number. If you are an appointed proxy or a corporate representative you will be required to have a unique invite code to attend the Jersey Court Meeting. These credentials will be issued one Business Day prior to the Jersey Court Meeting, conditional on evidence of your proxy appointment or corporate representative appointment having been received and accepted. If you have not been provided with your meeting access credentials, please contact Computershare no later than 1 hour before the start of the Jersey Court Meeting.
Access to the Jersey Court Meeting via the Virtual Meeting Platform will be available from 8.30 a.m. on 19 March 2026, as further detailed below. If you are unable to access your SRN and PIN, please call Computershare on the Shareholder Helpline or email #jeregistryrms@computershare.co.je. Calls are charged at the standard geographic rate and will vary by provider; calls from outside Jersey will be charged at the applicable international rate. The Shareholder Helpline is open between 8.30 a.m. to 5.30 p.m. Monday to Friday, excluding Jersey public holidays. Please note that Computershare cannot provide comments on the merits of the Scheme or provide any financial, legal or tax advice, and calls may be recorded and monitored for security and training purposes.
Although access to the Jersey Court Meeting will be available from 8.30 a.m. on 19 March 2026, voting functionality via the Virtual Meeting Platform will not be enabled until the Chair of the Jersey Court Meeting declares the poll open. Scheme Shareholders will be permitted to submit questions (via the Virtual Meeting Platform) during the course of the Jersey Court Meeting. The same function may be used to submit any objections Scheme Shareholders may have to the Scheme at the Jersey Court Meeting. Scheme Shareholders may also submit questions to be considered at the Jersey Court Meeting at any time up to 48 hours before the Jersey Court Meeting by emailing corporateservices@coinshares.com. Questions will be moderated before being put to the Chair of the Jersey Court Meeting to avoid repetition and ensure that the questions relate to the formal business of the Jersey Court Meeting. Where a number of similar questions have been asked, these will be grouped accordingly. The Chair of the Jersey Court Meeting will ensure that all such questions and/or any objections relating to the formal business of the Jersey Court Meeting are addressed during the relevant meeting, but no such answer need be given if (a) to do so would interfere unduly with the preparation for the Jersey Court Meeting or involve the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer to a question; (c) no response is required to be provided under the Jersey Companies Law; or (d) in circumstances where the provision of a response would, at the Chair’s discretion, otherwise be undesirable in the interests of CoinShares or the good order of the Jersey Court Meeting.
If attending the Jersey Court Meeting via the Virtual Meeting Platform, you must ensure you are connected to the internet at all times during the Jersey Court Meeting in order to submit questions and/or any objections and vote when the Chair commences polling. Therefore, it is your responsibility to ensure connectivity for the duration of the Jersey Court Meeting via your wireless or other internet connection. The Virtual Meeting Guide contains further information on remotely accessing and participating in the Meetings online and is available on CoinShares’ website at https://investor.coinshares.com/us-listing.
If you experience any technical issues with the Virtual Meeting Platform you may either call Computershare on the Shareholder Helpline, or once you have entered the Virtual Meeting Platform for the Jersey Court Meeting, you can raise a question using the chat function. If you have technical issues prior to the start of the meeting you should contact Computershare on the Shareholder Helpline.
By the said Order, the Court has appointed Jean-Marie Mognetti, or failing him, any other director of CoinShares to act as Chair of the Jersey Court Meeting and has directed the Chair to report the result thereof to the Court.
The said Scheme of Arrangement will be subject to the subsequent sanction of the Court.
Dated 18 February 2026
Carey Olsen Jersey LLP
Jersey law solicitors for CoinShares
47 Esplanade St Helier
Jersey JE1 0BD
- The statement of rights of Scheme Shareholders (as defined in the Scheme of Arrangement referred to above) in relation to the appointment of proxies described in this Notice of Jersey Court Meeting does not apply to nominated persons (as defined below). Such rights can only be exercised by Scheme Shareholders.
- Any person to whom this notice is sent who is a person with information rights (a “nominated person”) may, under an agreement between them and the member by whom they were nominated have a right to be appointed (or to have someone else appointed) as a proxy for the Jersey Court Meeting. If a nominated person has no such proxy appointment right or does not wish to exercise it, they may, under any such agreement, have a right to give instructions to the member as to the exercise of voting rights.
- Beneficial owners of shares who have been nominated by their registered holders of shares are advised that, in order to vote at the forthcoming Jersey Court Meeting, they must issue an instruction to the registered holder of their shares. CoinShares can only accept instructions from registered holders of its shares and it would therefore be unable to act upon any instructions received from nominated persons.
About CoinShares
CoinShares is a leading global digital asset manager that delivers a broad range of financial services across investment management, trading, and securities to a wide array of clients that include corporations, financial institutions, and individuals. Founded in 2013, the firm is headquartered in Jersey, with offices in France, Stockholm, the UK, and the US. CoinShares is regulated in Jersey by the Jersey Financial Services Commission, in France by the Autorité des marchés financiers, and in the US by the Securities and Exchange Commission, National Futures Association and Financial Industry Regulatory Authority. CoinShares is publicly listed on the Nasdaq Stockholm under the ticker CS and the OTCQX under the ticker CNSRF.
For more information on CoinShares, please visit: https://coinshares.com
Company | +44 (0)1534 513 100 | enquiries@coinshares.com
Investor Relations | +44 (0)1534 513 100 | enquiries@coinshares.com
PRESS CONTACT
CoinShares
Benoît Pellevoizin
bpellevoizin@coinshares.com
M Group Strategic Communications
Peter Padovano
coinshares@mgroupsc.com
The information was submitted for publication, through the agency of the contact persons set out above, at 08:00 CET on 18 February 2026.
17th February 2026 | SAINT HELIER, Jersey | CoinShares International Limited (“CoinShares'', “the Company” or “the Group”) (Nasdaq Stockholm: CS; US OTCQX: CNSRF), a global asset manager specialising in digital assets, has today published an update for the quarter ending 31st December 2025.
Format of the Q4 2025 update
The format of this announcement and the Q4 update made available today on the Company website differs from previous quarterly updates. As previously communicated, the Company received a waiver from Nasdaq Stockholm in respect of its Q3 2025 earnings report due to its ongoing confidential review process with the U.S. Securities and Exchange Commission (“SEC”). As the SEC review process remains ongoing, the release of a full Q4 2025 earnings report would similarly delay the U.S. business combination process.
Notwithstanding these constraints, the Company remains mindful of its disclosure obligations arising from its listing in Sweden and the importance of keeping the market appropriately informed. This announcement and the Q4 update have therefore been prepared to provide a business update at a level consistent with those obligations, while seeking to preserve the integrity and momentum of the U.S. regulatory process.
The Company expects its full annual report for 2025, to be published or otherwise made available once the audit has been finalised.
Highlights - Q4 2025
Q4 business performance and market movements
Business performance in Q4 2025 broadly tracked developments in the digital asset market. Bitcoin declined to approximately $88k at year end and Ethereum declined to approximately $2.9k from the highs seen in early October which came off the back of a strong Q3 for the Company. AuM and performance over Q4 were consistent with underlying market conditions and comparable to those seen in the first half of 2025.
Regulatory developments
Regulatory frameworks across several European markets continued to evolve in a direction generally perceived to be supportive of broader retail access to digital asset ETPs, including developments in the United Kingdom and France. These changes are structurally supportive of the Group’s long-term distribution strategy.
Product launches
During H2 2025, the Group launched the CoinShares SEI Staking ETP and the CoinShares Toncoin Staking ETP in Europe, and the CoinShares Altcoins ETF (DIME) in the United States.
AuM development
Total gross AuM showed an increase of $1.56bn over the course of Q3 but subsequently declined during Q4 by $2.20bn following negative price action in the final months of the year. The net impact of these moves resulted in year-end closing gross AuM of $7.40bn.
CoinShares Physical ETPs closed the year with total gross AuM of $2.8bn, recording net inflows of $662m across H2 2025 despite price weakness in Q4.
CoinShares XBT Provider recorded continued net outflows during H2 2025, with AuM declining in Q4 in line with underlying digital asset price movements, closing the year at AuM of $2.5bn.
The Block Index and CoinShares U.S. closed the year with gross AuM of $1.33bn and $0.76bn AuM respectively.
U.S. Transaction Progress
The Company continues to work towards completion of the proposed business combination with Vine Hill Capital Investment Corp (“Vine Hill”).
Key developments include:
- Court directions hearing scheduled for 17 February 2026;
- Receipt of irrevocable undertakings representing approximately 80% of issued shares and voting rights; and
- Continued progress in the confidential SEC review process, including submission of an initial draft registration statement on Form F-4 on 21 November and an amended draft on 2 February 2026 in response to comments received from the SEC.
Financial reporting update
The Group’s financial statements, issued in accordance with IFRS accounting standards as adopted by the United Kingdom, for the year ended December 2024, together with the Group’s interim financial statements for the period ended June 2025, each containing comparative information, have been identified as requiring restatement. Such restatements arose in connection with the preparation of the U.S. registration statement, which includes financial statements issued in accordance with IFRS as issued by the IASB. Such financial statements will be available at the time the registration statement is made public in the United States. The restatements, including the quantification of the adjustments and the impact on the Group’s Total Comprehensive Income and Adjusted EBITDA, have been summarised on the Company website.
Dividend
The Board has resolved to pay a dividend for the year ended 31 December 2025 of $0.33 per share, equating to approximately $21.5 million, in advance of completion of the proposed business combination. A further announcement will be made regarding the timing of payment in due course.
For more information on CoinShares, please visit: https://coinshares.comCompany | +44 (0)1534 513 100 | enquiries@coinshares.com
Investor Relations | +44 (0)1534 513 100 | enquiries@coinshares.com
PRESS CONTACT
CoinShares
Benoît Pellevoizin bpellevoizin@coinshares.com
M Group Strategic Communications
Peter Padovano press@coinshares.com
IMPORTANT INFORMATION
General
This communication relates in part to the proposed business combination (the “Business Combination” and the other transactions contemplated by the Business Combination Agreement among CoinShares, Vine Hill, Odysseus Holdings Limited (“Holdco”) and the other parties thereto (collectively, the “Transactions”)) among Vine Hill, CoinShares and Holdco. The information contained herein does not purport to be all-inclusive and none of Vine Hill, CoinShares, Holdco or their respective affiliates makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this communication.
Additional Information and Where to Find It
In connection with the Transactions, CoinShares, Vine Hill and Holdco plan to file a Registration Statement on Form F-4 (as amended and supplemented from time to time, the “Registration Statement”) with the SEC, which will include a preliminary proxy statement of Vine Hill and a prospectus of Holdco relating to the offer of the securities to be issued to Vine Hill’s securityholders in connection with the completion of the Business Combination (the “Proxy Statement/Prospectus”). The definitive proxy statement and other relevant documents will be mailed to Vine Hill shareholders as of a record date to be established for voting on the Transactions and other matters as described in the Proxy Statement/Prospectus. Vine Hill, CoinShares and/or Holdco will also file other documents regarding the Transactions with the SEC. This communication does not contain all of the information that should be considered concerning the Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF VINE HILL AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH VINE HILL’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT VINE HILL, COINSHARES, HOLDCO AND THE TRANSACTIONS. Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by Vine Hill, CoinShares and/or Holdco, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to: Vine Hill Capital Investment Corp., 500 E Broward Blvd, Suite 900, Fort Lauderdale, FL 33394, or upon written request to CoinShares or Holdco at c/o CoinShares International Limited, 2nd Floor, 2 Hill Street, JE2 4UA St Helier Jersey, Channel Islands.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTIONS OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE
Participants in the Solicitation
Vine Hill, CoinShares, Holdco and their respective directors, executive officers, certain of their shareholders and other members of management and employees may be deemed under SEC rules to be participants in the solicitation of proxies from Vine Hill’s shareholders in connection with the Transactions. You can find information about Vine Hill’s directors, executive officers, certain of their shareholders and other members of management and employees and their interest in Vine Hill can be found in the sections entitled “Directors, Executive Officers and Corporate Governance – Conflicts of Interest,” “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” and “Certain Relationships and Related Party Transactions” of Vine Hill’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on March 26, 2025 and is available free of charge at the SEC’s website at www.sec.gov and at the following URL: sec.gov/Archives/edgar/data/2025396/000101376225002707/ea0234943-10k_vinehill.htm. Additional information regarding the interests of such participants will be contained in the Registration Statement when available.
A list of the names of the directors, executive officers, other members of management and employees of CoinShares and Holdco, as well as information regarding their interests in the Business Combination, will be contained in the Registration Statement to be filed with the SEC. Additional information regarding the interests of such potential participants in the solicitation process may also be included in other relevant documents when they are filed with the SEC.
No Offer or Solicitation
The information contained in this communication is for informational purposes only and 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 exchange, or a solicitation of an offer to buy or exchange the securities of Vine Hill, CoinShares or Holdco, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.
Forward-Looking Statements
This communication includes “forward-looking statements” with respect to Vine Hill, CoinShares and/or Holdco within the meaning of the federal securities laws. These forward-looking statements include all statements other than statements of historical fact, including, without limitation, the timing of, and the satisfaction of closing conditions to, completion of the Transaction. The expectations, estimates and projections of the businesses of CoinShares and Vine Hill may differ from their actual results and consequently, you should not rely on these forward-looking statements as predictions of future events. In some cases, you can identify forward-looking statements by terminology such as “according to estimates”, “anticipates”, “assumes”, “believes”, “could”, “estimates”, “expects”, “forecasts”, “intends”, “is of the opinion”, “may”, “plans”, “potential”, “predicts”, “projects”, “targets”, “to the knowledge of”, “should”, “will”, “would”, or the negatives of these terms, variations of them or similar terminology, although not all forward-looking statements contain such identifying words.
Such forward-looking statements are subject to risks, uncertainties, and other factors which may adversely affect CoinShares’ and Holdco’s ability to implement and achieve their plans and objectives set out in such forward-looking statements and which may cause actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding CoinShares’ and Holdco’s present and future policies and plans and the environment in which CoinShares and Holdco will operate in the future. Many actual events or circumstances are outside of the control of CoinShares, Holdco or Vine Hill. Furthermore, certain forward-looking statements are based on assumptions or future events which may not prove to be accurate, and no reliance whatsoever should be placed on any forward-looking statements in this communication. Factors that may cause such differences include, but are not limited to: (1) the Transactions not being completed in a timely manner or at all, which may adversely affect the price of Vine Hill’s and/or CoinShares’ securities; (2) the Transactions not being completed by Vine Hill’s business combination deadline; (3) failure by the parties to satisfy the conditions to the consummation of the Transactions, including the approval of Vine Hill’s and CoinShares’ shareholders and obtaining the requisite Acts of the Royal Court of Jersey; (4) failure to realize the anticipated benefits of the Transactions, which may be affected by, among other things, competition, the ability of CoinShares and Holdco to grow and manage growth profitably, build or maintain relationships with customers and retain management and key employees, capital expenditures, requirements for additional capital and timing of future cash flow provided by operating activities and the demand for digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and Holdco; (5) the level of redemptions by Vine Hill’s public shareholders which will reduce the amount of funds available for CoinShares and Holdco to execute on their business strategies and may make it difficult to obtain or maintain the listing or trading of Holdco ordinary shares on a major securities exchange; (6) failure of Holdco to obtain or maintain the listing of its securities on any securities exchange after the closing; (7) costs related to the Transactions and as a result of Holdco becoming a public company that may be higher than currently anticipated; (8) changes in business, market, financial, political and regulatory conditions; (9) volatility and rapid fluctuations in the market prices of digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and/or Holdco; (10) failure of CoinShares’ and/or Holdco’s digital asset investment products to track their respective target benchmarks; (11) regulatory or other developments that negatively impact demand for the products and services provided by CoinShares and/or Holdco; (12) the outcome of any event, change or other circumstance that could give rise to the inability to consummate the Business Combination; (13) the outcome of any legal proceedings that may be instituted against Vine Hill, CoinShares, Holdco and/or any of their respective affiliates or others; (14) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations; (15) the risk that the Business Combination disrupts current plans and operations of Vine Hill and/or CoinShares as a result of the announcement and consummation of the Business Combination; (16) treatment of digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and/or Holdco, for U.S. and foreign tax purposes; (17) challenges in implementing CoinShares and/or Holdco’s business plan due to operational challenges, significant competition and regulation; (18) being considered to be a “shell company” or “former shell company” by the securities exchange on which Holdco ordinary shares will be listed or by the SEC, which may impact the ability to list Holdco ordinary shares and restrict reliance on certain rules or forms in connection with the offering, sale or resale of Holdco’s securities; (19) trading price and volume of Holdco ordinary shares may be volatile following the Transactions and an active trading market may not develop; (20) Holdco shareholders may experience dilution in the future due to the exercise of a significant number of existing warrants and any future issuances of equity securities of Holdco; (21) investors may experience immediate and material dilution upon the closing as a result of the Vine Hill Class B ordinary shares held by Vine Hill Capital Sponsor I LLC, since the value of the Holdco ordinary shares received by Vine Hill Capital Sponsor I LLC in exchange for such Vine Hill Class B ordinary shares is likely to be substantially higher than the nominal price paid for them, even if the trading price of Holdco ordinary shares at such time is substantially less than the price per share paid by investors; (22) conflicts of interest that may arise from investment and transaction opportunities involving Holdco, CoinShares, their respective affiliates and other investors and clients; (23) digital asset trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes; (24) risks relating to the custody of CoinShares’ and Holdco’s digital assets, including the loss or destruction of private keys required to access its digital assets and cyberattacks or other data loss relating to its digital assets, which could cause CoinShares or Holdco, as applicable, to lose some or all of its digital assets; (25) a security breach, cyber-attack or other event where unauthorized parties obtain access to CoinShares’ or Holdco’s digital assets, as a result of which CoinShares or Holdco may lose some or all of their digital assets temporarily or permanently and their financial condition and results of operations could be materially adversely affected; (26) the emergence or growth of other digital assets, including those with significant private or public sector backing, including by governments, consortiums or financial institutions, could have a negative impact on the value of digital assets and adversely affect CoinShares’ and/or Holdco’s business; (27) potential regulatory changes reclassifying certain digital assets as securities could lead to the CoinShares’ and/or Holdco’s classification as an “investment company” under the Investment Company Act of 1940 and could adversely affect the market price of CoinShares’ and/or Holdco’s digital assets and the market price of CoinShares or Holdco listed securities; and (28) other risks and uncertainties included in (x) the “Risk Factors” sections of the Vine Hill Annual Report on Form 10-K and (y) other documents filed or to be filed with or furnished or to be furnished to the SEC by Holdco, CoinShares and/or Vine Hill. The foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. None of Vine Hill, CoinShares or Holdco undertakes or accepts any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law. Past performance by Vine Hill’s, CoinShares’ or Holdco’s management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not place undue reliance on the historical record of the performance of Vine Hill’s, CoinShares’ or Holdco’s management teams or businesses associated with them as indicative of future performance of an investment or the returns that Vine Hill, CoinShares or Holdco will, or are likely to, generate going forward.
CoinShares and Vine Hill Announce Submission of Amended Draft Registration Statement in Response to SEC First Round of Comments
4 February 2026 | SAINT HELIER, Jersey and Fort Lauderdale, Florida | CoinShares International Limited ("CoinShares") (Nasdaq Stockholm: CS; US OTCQX: CNSRF), a leading global asset manager specialising in digital assets, and Vine Hill Capital Investment Corp., a publicly traded special purpose acquisition company ("Vine Hill") (Nasdaq: VCIC), today announced that Odysseus Holdings Limited ("Holdco"), which will become the publicly-listed holding company of CoinShares upon completion of the parties' previously announced business combination (the "Transaction"), has submitted an amended draft registration statement on Form F-4 (the "F-4") on a confidential basis to the U.S. Securities and Exchange Commission (the "SEC") in response to their comments received.
The second submission of the amended F-4 on 2 February 2026 represents continued progress in the Transaction regulatory review process and follows the confidential submission of the initial draft registration statement on 21 November 2025.
Completion of the Transaction remains on track subject to customary closing conditions, including the approval of CoinShares' and Vine Hill's respective shareholders, obtaining the requisite Acts of the Royal Court of Jersey, the effectiveness of the F-4, and receipt of certain local regulatory approvals. The Royal Court of Jersey directions hearing is scheduled for 17 February 2026.
About CoinShares
CoinShares is a leading global digital asset manager that delivers a broad range of financial services across investment management, trading, and securities to a wide array of clients that include corporations, financial institutions, and individuals. Founded in 2013, the firm is headquartered in Jersey, with offices in France, Stockholm, the UK, and the US. CoinShares is regulated in Jersey by the Jersey Financial Services Commission, in France by the Autorité des marchés financiers, and in the US by the Securities and Exchange Commission, National Futures Association and Financial Industry Regulatory Authority. CoinShares is publicly listed on the Nasdaq Stockholm under the ticker CS and the OTCQX under the ticker CNSRF.
About Vine Hill
Vine Hill is a special purpose acquisition company (“SPAC”) sponsored by an affiliate of Vine Hill Capital Partners and formed as part of a platform to sponsor a series of SPACs. Vine Hill completed its $220 million initial public offering in September 2024 and its stock currently trades on Nasdaq under the ticker “VCIC.” Vine Hill Capital Partners is a premier alternative investment manager dedicated to helping businesses achieve their full potential and unlocking shareholder value through leveraging the public markets.
For more information on CoinShares, please visit: https://coinshares.com
Company | +44 (0)1534 513 100 | enquiries@coinshares.com
Investor Relations | +44 (0)1534 513 100 | enquiries@coinshares.com
Press Contact
CoinShares
Benoît Pellevoizin
M Group Strategic Communications
Peter Padovano
IMPORTANT INFORMATION
General
This communication is being made in respect of the proposed business combination (the “Business Combination” and the other transactions contemplated by the Business Combination Agreement among CoinShares, Vine Hill, Odysseus Holdings Limited (“Holdco”) and the other parties thereto (collectively, the “Transactions”)) among Vine Hill, CoinShares and Holdco. The information contained herein does not purport to be all-inclusive and none of Vine Hill, CoinShares, Holdco or their respective affiliates makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this communication.
Additional Information and Where to Find It
In connection with the Transactions, CoinShares, Vine Hill and Holdco plan to file a Registration Statement on Form F-4 (as amended and supplemented from time to time, the “Registration Statement”) with the SEC, which will include a preliminary proxy statement of Vine Hill and a prospectus of Holdco relating to the offer of the securities to be issued to Vine Hill’s securityholders in connection with the completion of the Business Combination (the “Proxy Statement/Prospectus”). The definitive proxy statement and other relevant documents will be mailed to Vine Hill shareholders as of a record date to be established for voting on the Transactions and other matters as described in the Proxy Statement/Prospectus. Vine Hill, CoinShares and/or Holdco will also file other documents regarding the Transactions with the SEC. This communication does not contain all of the information that should be considered concerning the Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF VINE HILL AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH VINE HILL’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT VINE HILL, COINSHARES, HOLDCO AND THE TRANSACTIONS. Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by Vine Hill, CoinShares and/or Holdco, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to: Vine Hill Capital Investment Corp., 500 E Broward Blvd, Suite 900, Fort Lauderdale, FL 33394, or upon written request to CoinShares or Holdco at c/o CoinShares International Limited, 2nd Floor, 2 Hill Street, JE2 4UA St Helier Jersey, Channel Islands.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTIONS OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE
Participants in the Solicitation
Vine Hill, CoinShares, Holdco and their respective directors, executive officers, certain of their shareholders and other members of management and employees may be deemed under SEC rules to be participants in the solicitation of proxies from Vine Hill’s shareholders in connection with the Transactions. You can find information about Vine Hill’s directors, executive officers, certain of their shareholders and other members of management and employees and their interest in Vine Hill can be found in the sections entitled “Directors, Executive Officers and Corporate Governance – Conflicts of Interest,” “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” and “Certain Relationships and Related Party Transactions” of Vine Hill’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on March 26, 2025 and is available free of charge at the SEC’s website at www.sec.gov and at the following URL: sec.gov/Archives/edgar/data/2025396/000101376225002707/ea0234943-10k_vinehill.htm. Additional information regarding the interests of such participants will be contained in the Registration Statement when available.
A list of the names of the directors, executive officers, other members of management and employees of CoinShares and Holdco, as well as information regarding their interests in the Business Combination, will be contained in the Registration Statement to be filed with the SEC. Additional information regarding the interests of such potential participants in the solicitation process may also be included in other relevant documents when they are filed with the SEC.
No Offer or Solicitation
The information contained in this communication is for informational purposes only and 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 exchange, or a solicitation of an offer to buy or exchange the securities of Vine Hill, CoinShares or Holdco, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.
Forward-Looking Statements
This communication includes “forward-looking statements” with respect to Vine Hill, CoinShares and/or Holdco within the meaning of the federal securities laws. These forward-looking statements include all statements other than statements of historical fact, including, without limitation, the timing of, and the satisfaction of closing conditions to, completion of the Transaction. The expectations, estimates and projections of the businesses of CoinShares and Vine Hill may differ from their actual results and consequently, you should not rely on these forward-looking statements as predictions of future events. In some cases, you can identify forward-looking statements by terminology such as “according to estimates”, “anticipates”, “assumes”, “believes”, “could”, “estimates”, “expects”, “forecasts”, “intends”, “is of the opinion”, “may”, “plans”, “potential”, “predicts”, “projects”, “targets”, “to the knowledge of”, “should”, “will”, “would”, or the negatives of these terms, variations of them or similar terminology, although not all forward-looking statements contain such identifying words.
Such forward-looking statements are subject to risks, uncertainties, and other factors which may adversely affect CoinShares’ and Holdco’s ability to implement and achieve their plans and objectives set out in such forward-looking statements and which may cause actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding CoinShares’ and Holdco’s present and future policies and plans and the environment in which CoinShares and Holdco will operate in the future. Many actual events or circumstances are outside of the control of CoinShares, Holdco or Vine Hill. Furthermore, certain forward-looking statements are based on assumptions or future events which may not prove to be accurate, and no reliance whatsoever should be placed on any forward-looking statements in this communication. Factors that may cause such differences include, but are not limited to: (1) the Transactions not being completed in a timely manner or at all, which may adversely affect the price of Vine Hill’s and/or CoinShares’ securities; (2) the Transactions not being completed by Vine Hill’s business combination deadline; (3) failure by the parties to satisfy the conditions to the consummation of the Transactions, including the approval of Vine Hill’s and CoinShares’ shareholders and obtaining the requisite Acts of the Royal Court of Jersey; (4) failure to realize the anticipated benefits of the Transactions, which may be affected by, among other things, competition, the ability of CoinShares and Holdco to grow and manage growth profitably, build or maintain relationships with customers and retain management and key employees, capital expenditures, requirements for additional capital and timing of future cash flow provided by operating activities and the demand for digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and Holdco; (5) the level of redemptions by Vine Hill’s public shareholders which will reduce the amount of funds available for CoinShares and Holdco to execute on their business strategies and may make it difficult to obtain or maintain the listing or trading of Holdco ordinary shares on a major securities exchange; (6) failure of Holdco to obtain or maintain the listing of its securities on any securities exchange after the closing; (7) costs related to the Transactions and as a result of Holdco becoming a public company that may be higher than currently anticipated; (8) changes in business, market, financial, political and regulatory conditions; (9) volatility and rapid fluctuations in the market prices of digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and/or Holdco; (10) failure of CoinShares’ and/or Holdco’s digital asset investment products to track their respective target benchmarks; (11) regulatory or other developments that negatively impact demand for the products and services provided by CoinShares and/or Holdco; (12) the outcome of any event, change or other circumstance that could give rise to the inability to consummate the Business Combination; (13) the outcome of any legal proceedings that may be instituted against Vine Hill, CoinShares, Holdco and/or any of their respective affiliates or others; (14) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations; (15) the risk that the Business Combination disrupts current plans and operations of Vine Hill and/or CoinShares as a result of the announcement and consummation of the Business Combination; (16) treatment of digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and/or Holdco, for U.S. and foreign tax purposes; (17) challenges in implementing CoinShares and/or Holdco’s business plan due to operational challenges, significant competition and regulation; (18) being considered to be a “shell company” or “former shell company” by the securities exchange on which Holdco ordinary shares will be listed or by the SEC, which may impact the ability to list Holdco ordinary shares and restrict reliance on certain rules or forms in connection with the offering, sale or resale of Holdco’s securities; (19) trading price and volume of Holdco ordinary shares may be volatile following the Transactions and an active trading market may not develop; (20) Holdco shareholders may experience dilution in the future due to the exercise of a significant number of existing warrants and any future issuances of equity securities of Holdco; (21) investors may experience immediate and material dilution upon the closing as a result of the Vine Hill Class B ordinary shares held by Vine Hill Capital Sponsor I LLC, since the value of the Holdco ordinary shares received by Vine Hill Capital Sponsor I LLC in exchange for such Vine Hill Class B ordinary shares is likely to be substantially higher than the nominal price paid for them, even if the trading price of Holdco ordinary shares at such time is substantially less than the price per share paid by investors; (22) conflicts of interest that may arise from investment and transaction opportunities involving Holdco, CoinShares, their respective affiliates and other investors and clients; (23) digital asset trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes; (24) risks relating to the custody of CoinShares’ and Holdco’s digital assets, including the loss or destruction of private keys required to access its digital assets and cyberattacks or other data loss relating to its digital assets, which could cause CoinShares or Holdco, as applicable, to lose some or all of its digital assets; (25) a security breach, cyber-attack or other event where unauthorized parties obtain access to CoinShares’ or Holdco’s digital assets, as a result of which CoinShares or Holdco may lose some or all of their digital assets temporarily or permanently and their financial condition and results of operations could be materially adversely affected; (26) the emergence or growth of other digital assets, including those with significant private or public sector backing, including by governments, consortiums or financial institutions, could have a negative impact on the value of digital assets and adversely affect CoinShares’ and/or Holdco’s business; (27) potential regulatory changes reclassifying certain digital assets as securities could lead to the CoinShares’ and/or Holdco’s classification as an “investment company” under the Investment Company Act of 1940 and could adversely affect the market price of CoinShares’ and/or Holdco’s digital assets and the market price of CoinShares or Holdco listed securities; and (28) other risks and uncertainties included in (x) the “Risk Factors” sections of the Vine Hill Annual Report on Form 10-K and (y) other documents filed or to be filed with or furnished or to be furnished to the SEC by Holdco, CoinShares and/or Vine Hill. The foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. None of Vine Hill, CoinShares or Holdco undertakes or accepts any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law. Past performance by Vine Hill’s, CoinShares’ or Holdco’s management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not place undue reliance on the historical record of the performance of Vine Hill’s, CoinShares’ or Holdco’s management teams or businesses associated with them as indicative of future performance of an investment or the returns that Vine Hill, CoinShares or Holdco will, or are likely to, generate going forward.
COINSHARES has received irrevocable undertakings from certain members of its Board of Directors in connection with the proposed transaction with vine hill
On 8 September 2025 CoinShares International Limited (“CoinShares”) (Nasdaq Stockholm: CS; US OTCQX: CNSRF) announced (the “Offer Announcement”) a joint merger plan with Vine Hill Capital Investment Corp (Nasdaq: VCIC) (“Vine Hill”) and Odysseus Holdings Limited, including a court-sanctioned scheme of arrangement under Article 125 of the Companies (Jersey) Law 1991 (“Scheme of Arrangement”) in order to facilitate a change of listing venue for CoinShares ordinary shares (“CoinShares Shares”) from Nasdaq Stockholm to the Nasdaq Stock Market in the United States, or any other public stock market or exchange in the United States as may be agreed between CoinShares and Vine Hill (such joint merger plan and the Scheme of Arrangement being together the “Transaction”).
CoinShares announces that it has received irrevocable undertakings from Viktor Fritzén, Johan Lundberg and Carsten Køppen, all members of the Board of Directors of CoinShares to, among other things, vote in favour of the Scheme of Arrangement at the meeting of CoinShares shareholders to be convened by order of the Court pursuant to Article 125 of the Companies (Jersey) Law 1991 for the purposes of approving the Scheme of Arrangement (the “Jersey Court Meeting”) and the resolutions put to any general meeting of CoinShares in order to give effect to the Transaction, in each case in respect of their own legal and/or beneficial holdings in CoinShares as well as any further shares which they may become the legal or beneficial holder of. The irrevocable undertakings are available here.
As set out in the Offer Announcement, Daniel Masters and Jean-Marie Mognetti (through Mognetti Partners Limited), each members of the Board of Directors of CoinShares, entered into the Shareholder Support Agreement pursuant to which they have also irrevocably undertaken to, among other things, vote in favour of the Scheme of Arrangement at the Jersey Court Meeting and the resolutions put to any general meeting of CoinShares in order to give effect to the Transaction, in each case in respect of their own legal and/or beneficial holdings in CoinShares as well as any further shares which they may become the legal or beneficial holder of.
CoinShares has therefore received irrevocable undertakings from all members of the Board of Directors of CoinShares who hold CoinShares Shares, amounting to, in aggregate, 23,778,129 CoinShares Shares, approximately 36.281 per cent. of all shares and votes in CoinShares.
CoinShares has also received irrevocable undertakings from certain other CoinShares shareholders to vote in favour of the Scheme of Arrangement at the Jersey Court Meeting and the resolutions put to any general meeting of CoinShares in order to give effect to the Transaction.
In total therefore, CoinShares has received irrevocable undertakings to vote in favour of the Scheme of Arrangement at the Jersey Court Meeting and the resolutions put to any general meeting of CoinShares in order to give effect to the Transaction amounting, in aggregate to 53,297,744 CoinShares Shares, approximately 81.323 percent of all shares and votes in CoinShares.
About CoinShares
CoinShares is a leading global digital asset manager that delivers a broad range of financial services across investment management, trading, and securities to a wide array of clients that include corporations, financial institutions, and individuals. Founded in 2013, the firm is headquartered in Jersey, with offices in France, Stockholm, the UK, and the US. CoinShares is regulated in Jersey by the Jersey Financial Services Commission, in France by the Autorité des marchés financiers, and in the US by the Securities and Exchange Commission, National Futures Association and Financial Industry Regulatory Authority. CoinShares is publicly listed on the Nasdaq Stockholm under the ticker CS and the OTCQX under the ticker CNSRF.
About Vine Hill
Vine Hill is a special purpose acquisition company (“SPAC”) sponsored by an affiliate of Vine Hill Capital Partners and formed as part of a platform to sponsor a series of SPACs. Vine Hill completed its $220 million initial public offering in September 2024 and its stock currently trades on Nasdaq under the ticker “VCIC.” Vine Hill Capital Partners is a premier alternative investment manager dedicated to helping businesses achieve their full potential and unlocking shareholder value through leveraging the public markets.
For more information on CoinShares, please visit: https://coinshares.com
Company | +44 (0)1534 513 100 | enquiries@coinshares.com
Investor Relations | +44 (0)1534 513 100 | enquiries@coinshares.com
Press Contact
CoinShares
Benoît Pellevoizin
M Group Strategic Communications
Peter Padovano
IMPORTANT INFORMATION
General
This communication is being made in respect of the proposed business combination (the “Business Combination” and the other transactions contemplated by the Business Combination Agreement among CoinShares, Vine Hill, Odysseus Holdings Limited (“Holdco”) and the other parties thereto (collectively, the “Transactions”)) among Vine Hill, CoinShares and Holdco. The information contained herein does not purport to be all-inclusive and none of Vine Hill, CoinShares, Holdco or their respective affiliates makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this communication.
Additional Information and Where to Find It
In connection with the Transactions, CoinShares, Vine Hill and Holdco plan to file a Registration Statement on Form F-4 (as amended and supplemented from time to time, the “Registration Statement”) with the SEC, which will include a preliminary proxy statement of Vine Hill and a prospectus of Holdco relating to the offer of the securities to be issued to Vine Hill’s securityholders in connection with the completion of the Business Combination (the “Proxy Statement/Prospectus”). The definitive proxy statement and other relevant documents will be mailed to Vine Hill shareholders as of a record date to be established for voting on the Transactions and other matters as described in the Proxy Statement/Prospectus. Vine Hill, CoinShares and/or Holdco will also file other documents regarding the Transactions with the SEC. This communication does not contain all of the information that should be considered concerning the Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF VINE HILL AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH VINE HILL’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT VINE HILL, COINSHARES, HOLDCO AND THE TRANSACTIONS. Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by Vine Hill, CoinShares and/or Holdco, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to: Vine Hill Capital Investment Corp., 500 E Broward Blvd, Suite 900, Fort Lauderdale, FL 33394, or upon written request to CoinShares or Holdco at c/o CoinShares International Limited, 2nd Floor, 2 Hill Street, JE2 4UA St Helier Jersey, Channel Islands.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTIONS OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE
Participants in the Solicitation
Vine Hill, CoinShares, Holdco and their respective directors, executive officers, certain of their shareholders and other members of management and employees may be deemed under SEC rules to be participants in the solicitation of proxies from Vine Hill’s shareholders in connection with the Transactions. You can find information about Vine Hill’s directors, executive officers, certain of their shareholders and other members of management and employees and their interest in Vine Hill can be found in the sections entitled “Directors, Executive Officers and Corporate Governance – Conflicts of Interest,” “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” and “Certain Relationships and Related Party Transactions” of Vine Hill’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on March 26, 2025 and is available free of charge at the SEC’s website at www.sec.gov and at the following URL: sec.gov/Archives/edgar/data/2025396/000101376225002707/ea0234943-10k_vinehill.htm. Additional information regarding the interests of such participants will be contained in the Registration Statement when available.
A list of the names of the directors, executive officers, other members of management and employees of CoinShares and Holdco, as well as information regarding their interests in the Business Combination, will be contained in the Registration Statement to be filed with the SEC. Additional information regarding the interests of such potential participants in the solicitation process may also be included in other relevant documents when they are filed with the SEC.
No Offer or Solicitation
The information contained in this communication is for informational purposes only and 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 exchange, or a solicitation of an offer to buy or exchange the securities of Vine Hill, CoinShares or Holdco, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.
Forward-Looking Statements
This communication includes “forward-looking statements” with respect to Vine Hill, CoinShares and/or Holdco within the meaning of the federal securities laws. These forward-looking statements include all statements other than statements of historical fact, including, without limitation, the timing of, and the satisfaction of closing conditions to, completion of the Transaction. The expectations, estimates and projections of the businesses of CoinShares and Vine Hill may differ from their actual results and consequently, you should not rely on these forward-looking statements as predictions of future events. In some cases, you can identify forward-looking statements by terminology such as “according to estimates”, “anticipates”, “assumes”, “believes”, “could”, “estimates”, “expects”, “forecasts”, “intends”, “is of the opinion”, “may”, “plans”, “potential”, “predicts”, “projects”, “targets”, “to the knowledge of”, “should”, “will”, “would”, or the negatives of these terms, variations of them or similar terminology, although not all forward-looking statements contain such identifying words.
Such forward-looking statements are subject to risks, uncertainties, and other factors which may adversely affect CoinShares’ and Holdco’s ability to implement and achieve their plans and objectives set out in such forward-looking statements and which may cause actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding CoinShares’ and Holdco’s present and future policies and plans and the environment in which CoinShares and Holdco will operate in the future. Many actual events or circumstances are outside of the control of CoinShares, Holdco or Vine Hill. Furthermore, certain forward-looking statements are based on assumptions or future events which may not prove to be accurate, and no reliance whatsoever should be placed on any forward-looking statements in this communication. Factors that may cause such differences include, but are not limited to: (1) the Transactions not being completed in a timely manner or at all, which may adversely affect the price of Vine Hill’s and/or CoinShares’ securities; (2) the Transactions not being completed by Vine Hill’s business combination deadline; (3) failure by the parties to satisfy the conditions to the consummation of the Transactions, including the approval of Vine Hill’s and CoinShares’ shareholders and obtaining the requisite Acts of the Royal Court of Jersey; (4) failure to realize the anticipated benefits of the Transactions, which may be affected by, among other things, competition, the ability of CoinShares and Holdco to grow and manage growth profitably, build or maintain relationships with customers and retain management and key employees, capital expenditures, requirements for additional capital and timing of future cash flow provided by operating activities and the demand for digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and Holdco; (5) the level of redemptions by Vine Hill’s public shareholders which will reduce the amount of funds available for CoinShares and Holdco to execute on their business strategies and may make it difficult to obtain or maintain the listing or trading of Holdco ordinary shares on a major securities exchange; (6) failure of Holdco to obtain or maintain the listing of its securities on any securities exchange after the closing; (7) costs related to the Transactions and as a result of Holdco becoming a public company that may be higher than currently anticipated; (8) changes in business, market, financial, political and regulatory conditions; (9) volatility and rapid fluctuations in the market prices of digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and/or Holdco; (10) failure of CoinShares’ and/or Holdco’s digital asset investment products to track their respective target benchmarks; (11) regulatory or other developments that negatively impact demand for the products and services provided by CoinShares and/or Holdco; (12) the outcome of any event, change or other circumstance that could give rise to the inability to consummate the Business Combination; (13) the outcome of any legal proceedings that may be instituted against Vine Hill, CoinShares, Holdco and/or any of their respective affiliates or others; (14) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations; (15) the risk that the Business Combination disrupts current plans and operations of Vine Hill and/or CoinShares as a result of the announcement and consummation of the Business Combination; (16) treatment of digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and/or Holdco, for U.S. and foreign tax purposes; (17) challenges in implementing CoinShares and/or Holdco’s business plan due to operational challenges, significant competition and regulation; (18) being considered to be a “shell company” or “former shell company” by the securities exchange on which Holdco ordinary shares will be listed or by the SEC, which may impact the ability to list Holdco ordinary shares and restrict reliance on certain rules or forms in connection with the offering, sale or resale of Holdco’s securities; (19) trading price and volume of Holdco ordinary shares may be volatile following the Transactions and an active trading market may not develop; (20) Holdco shareholders may experience dilution in the future due to the exercise of a significant number of existing warrants and any future issuances of equity securities of Holdco; (21) investors may experience immediate and material dilution upon the closing as a result of the Vine Hill Class B ordinary shares held by Vine Hill Capital Sponsor I LLC, since the value of the Holdco ordinary shares received by Vine Hill Capital Sponsor I LLC in exchange for such Vine Hill Class B ordinary shares is likely to be substantially higher than the nominal price paid for them, even if the trading price of Holdco ordinary shares at such time is substantially less than the price per share paid by investors; (22) conflicts of interest that may arise from investment and transaction opportunities involving Holdco, CoinShares, their respective affiliates and other investors and clients; (23) digital asset trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes; (24) risks relating to the custody of CoinShares’ and Holdco’s digital assets, including the loss or destruction of private keys required to access its digital assets and cyberattacks or other data loss relating to its digital assets, which could cause CoinShares or Holdco, as applicable, to lose some or all of its digital assets; (25) a security breach, cyber-attack or other event where unauthorized parties obtain access to CoinShares’ or Holdco’s digital assets, as a result of which CoinShares or Holdco may lose some or all of their digital assets temporarily or permanently and their financial condition and results of operations could be materially adversely affected; (26) the emergence or growth of other digital assets, including those with significant private or public sector backing, including by governments, consortiums or financial institutions, could have a negative impact on the value of digital assets and adversely affect CoinShares’ and/or Holdco’s business; (27) potential regulatory changes reclassifying certain digital assets as securities could lead to the CoinShares’ and/or Holdco’s classification as an “investment company” under the Investment Company Act of 1940 and could adversely affect the market price of CoinShares’ and/or Holdco’s digital assets and the market price of CoinShares or Holdco listed securities; and (28) other risks and uncertainties included in (x) the “Risk Factors” sections of the Vine Hill Annual Report on Form 10-K and (y) other documents filed or to be filed with or furnished or to be furnished to the SEC by Holdco, CoinShares and/or Vine Hill. The foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. None of Vine Hill, CoinShares or Holdco undertakes or accepts any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law. Past performance by Vine Hill’s, CoinShares’ or Holdco’s management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not place undue reliance on the historical record of the performance of Vine Hill’s, CoinShares’ or Holdco’s management teams or businesses associated with them as indicative of future performance of an investment or the returns that Vine Hill, CoinShares or Holdco will, or are likely to, generate going forward.
CoinShares Announces Royal Court of Jersey Hearing Date as U.S. Listing Transaction Advances
22 January 2026 | SAINT HELIER, Jersey | CoinShares International Limited ("CoinShares" or the "Company") (Nasdaq Stockholm: CS; US OTCQX: CNSRF), with an announced merger with Vine Hill Capital Investment Corp (Nasdaq: VCIC), a leading global asset manager specialising in digital assets, today announces that the Royal Court of Jersey has scheduled a directions hearing for 17 February 2026 in connection with its proposed business combination (the “Transaction”) with Vine Hill Capital Investment Corp. ("Vine Hill").
Transaction Progress
The directions hearing represents a key procedural milestone in the Company's proposed Scheme of Arrangement. At this hearing, the Court will be asked to approve the form of shareholder documentation and provide directions for convening the requisite shareholder meetings of the Company.
Subject to Court approval, the Company expects to publish the Scheme Circular and related documentation on or around 18 February 2026. Furthermore, Odysseus Holdings Limited expects to publish the Swedish offer document on or around 25 February 2026.
Path to U.S. Listing
CoinShares and Odysseus Holdings Limited confidentially submitted a draft registration statement on Form F-4 (the “F-4”) to the U.S. Securities and Exchange Commission (the “SEC”) on 21 November 2025. The Company will provide further updates on the anticipated timeline following continued engagement with the SEC, and not later than in connection with the publication of the Scheme Circular.
The boards of CoinShares and Vine Hill, together with CoinShares major shareholders, remain fully committed to completing this Transaction.
As previously announced, the transaction values CoinShares at USD 1.2 billion, based on the Company's 2024 full-year adjusted EBITDA. Notably, this EBITDA was generated during a period when bitcoin averaged $65,964, compared to current prices of approximately $90,000.
Completion of the Transaction also remains subject to customary closing conditions, including the approval of CoinShares’ and Vine Hill’s respective shareholders, obtaining the requisite Acts of the Royal Court of Jersey, the effectiveness of the F-4, and receipt of certain local regulatory approvals.
About CoinShares
CoinShares is a leading global digital asset manager that delivers a broad range of financial services across investment management, trading, and securities to a wide array of clients that include corporations, financial institutions, and individuals. Founded in 2013, the firm is headquartered in Jersey, with offices in France, Stockholm, the UK, and the US. CoinShares is regulated in Jersey by the Jersey Financial Services Commission, in France by the Autorité des marchés financiers, and in the US by the Securities and Exchange Commission, National Futures Association and Financial Industry Regulatory Authority. CoinShares is publicly listed on the Nasdaq Stockholm under the ticker CS and the OTCQX under the ticker CNSRF.
About Vine Hill
Vine Hill is a special purpose acquisition company (“SPAC”) sponsored by an affiliate of Vine Hill Capital Partners and formed as part of a platform to sponsor a series of SPACs. Vine Hill completed its $220 million initial public offering in September 2024 and its stock currently trades on Nasdaq under the ticker “VCIC.” Vine Hill Capital Partners is a premier alternative investment manager dedicated to helping businesses achieve their full potential and unlocking shareholder value through leveraging the public markets.
For more information on CoinShares, please visit: https://coinshares.com
Company | +44 (0)1534 513 100 | enquiries@coinshares.com
Investor Relations | +44 (0)1534 513 100 | enquiries@coinshares.com
Press Contact
CoinShares
Benoît Pellevoizin
M Group Strategic Communications
Peter Padovano
IMPORTANT INFORMATION
General
This communication is being made in respect of the proposed business combination (the “Business Combination” and the other transactions contemplated by the Business Combination Agreement among CoinShares, Vine Hill, Odysseus Holdings Limited (“Holdco”) and the other parties thereto (collectively, the “Transactions”)) among Vine Hill, CoinShares and Holdco. The information contained herein does not purport to be all-inclusive and none of Vine Hill, CoinShares, Holdco or their respective affiliates makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this communication.
Additional Information and Where to Find It
In connection with the Transactions, CoinShares, Vine Hill and Holdco plan to file a Registration Statement on Form F-4 (as amended and supplemented from time to time, the “Registration Statement”) with the SEC, which will include a preliminary proxy statement of Vine Hill and a prospectus of Holdco relating to the offer of the securities to be issued to Vine Hill’s securityholders in connection with the completion of the Business Combination (the “Proxy Statement/Prospectus”). The definitive proxy statement and other relevant documents will be mailed to Vine Hill shareholders as of a record date to be established for voting on the Transactions and other matters as described in the Proxy Statement/Prospectus. Vine Hill, CoinShares and/or Holdco will also file other documents regarding the Transactions with the SEC. This communication does not contain all of the information that should be considered concerning the Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF VINE HILL AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH VINE HILL’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT VINE HILL, COINSHARES, HOLDCO AND THE TRANSACTIONS. Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by Vine Hill, CoinShares and/or Holdco, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to: Vine Hill Capital Investment Corp., 500 E Broward Blvd, Suite 900, Fort Lauderdale, FL 33394, or upon written request to CoinShares or Holdco at c/o CoinShares International Limited, 2nd Floor, 2 Hill Street, JE2 4UA St Helier Jersey, Channel Islands.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTIONS OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE
Participants in the Solicitation
Vine Hill, CoinShares, Holdco and their respective directors, executive officers, certain of their shareholders and other members of management and employees may be deemed under SEC rules to be participants in the solicitation of proxies from Vine Hill’s shareholders in connection with the Transactions. You can find information about Vine Hill’s directors, executive officers, certain of their shareholders and other members of management and employees and their interest in Vine Hill can be found in the sections entitled “Directors, Executive Officers and Corporate Governance – Conflicts of Interest,” “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” and “Certain Relationships and Related Party Transactions” of Vine Hill’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on March 26, 2025 and is available free of charge at the SEC’s website at www.sec.gov and at the following URL: sec.gov/Archives/edgar/data/2025396/000101376225002707/ea0234943-10k_vinehill.htm. Additional information regarding the interests of such participants will be contained in the Registration Statement when available.
A list of the names of the directors, executive officers, other members of management and employees of CoinShares and Holdco, as well as information regarding their interests in the Business Combination, will be contained in the Registration Statement to be filed with the SEC. Additional information regarding the interests of such potential participants in the solicitation process may also be included in other relevant documents when they are filed with the SEC.
No Offer or Solicitation
The information contained in this communication is for informational purposes only and 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 exchange, or a solicitation of an offer to buy or exchange the securities of Vine Hill, CoinShares or Holdco, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.
Forward-Looking Statements
This communication includes “forward-looking statements” with respect to Vine Hill, CoinShares and/or Holdco within the meaning of the federal securities laws. These forward-looking statements include all statements other than statements of historical fact, including, without limitation, the timing of, and the satisfaction of closing conditions to, completion of the Transaction. The expectations, estimates and projections of the businesses of CoinShares and Vine Hill may differ from their actual results and consequently, you should not rely on these forward-looking statements as predictions of future events. In some cases, you can identify forward-looking statements by terminology such as “according to estimates”, “anticipates”, “assumes”, “believes”, “could”, “estimates”, “expects”, “forecasts”, “intends”, “is of the opinion”, “may”, “plans”, “potential”, “predicts”, “projects”, “targets”, “to the knowledge of”, “should”, “will”, “would”, or the negatives of these terms, variations of them or similar terminology, although not all forward-looking statements contain such identifying words.
Such forward-looking statements are subject to risks, uncertainties, and other factors which may adversely affect CoinShares’ and Holdco’s ability to implement and achieve their plans and objectives set out in such forward-looking statements and which may cause actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding CoinShares’ and Holdco’s present and future policies and plans and the environment in which CoinShares and Holdco will operate in the future. Many actual events or circumstances are outside of the control of CoinShares, Holdco or Vine Hill. Furthermore, certain forward-looking statements are based on assumptions or future events which may not prove to be accurate, and no reliance whatsoever should be placed on any forward-looking statements in this communication. Factors that may cause such differences include, but are not limited to: (1) the Transactions not being completed in a timely manner or at all, which may adversely affect the price of Vine Hill’s and/or CoinShares’ securities; (2) the Transactions not being completed by Vine Hill’s business combination deadline; (3) failure by the parties to satisfy the conditions to the consummation of the Transactions, including the approval of Vine Hill’s and CoinShares’ shareholders and obtaining the requisite Acts of the Royal Court of Jersey; (4) failure to realize the anticipated benefits of the Transactions, which may be affected by, among other things, competition, the ability of CoinShares and Holdco to grow and manage growth profitably, build or maintain relationships with customers and retain management and key employees, capital expenditures, requirements for additional capital and timing of future cash flow provided by operating activities and the demand for digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and Holdco; (5) the level of redemptions by Vine Hill’s public shareholders which will reduce the amount of funds available for CoinShares and Holdco to execute on their business strategies and may make it difficult to obtain or maintain the listing or trading of Holdco ordinary shares on a major securities exchange; (6) failure of Holdco to obtain or maintain the listing of its securities on any securities exchange after the closing; (7) costs related to the Transactions and as a result of Holdco becoming a public company that may be higher than currently anticipated; (8) changes in business, market, financial, political and regulatory conditions; (9) volatility and rapid fluctuations in the market prices of digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and/or Holdco; (10) failure of CoinShares’ and/or Holdco’s digital asset investment products to track their respective target benchmarks; (11) regulatory or other developments that negatively impact demand for the products and services provided by CoinShares and/or Holdco; (12) the outcome of any event, change or other circumstance that could give rise to the inability to consummate the Business Combination; (13) the outcome of any legal proceedings that may be instituted against Vine Hill, CoinShares, Holdco and/or any of their respective affiliates or others; (14) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations; (15) the risk that the Business Combination disrupts current plans and operations of Vine Hill and/or CoinShares as a result of the announcement and consummation of the Business Combination; (16) treatment of digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and/or Holdco, for U.S. and foreign tax purposes; (17) challenges in implementing CoinShares and/or Holdco’s business plan due to operational challenges, significant competition and regulation; (18) being considered to be a “shell company” or “former shell company” by the securities exchange on which Holdco ordinary shares will be listed or by the SEC, which may impact the ability to list Holdco ordinary shares and restrict reliance on certain rules or forms in connection with the offering, sale or resale of Holdco’s securities; (19) trading price and volume of Holdco ordinary shares may be volatile following the Transactions and an active trading market may not develop; (20) Holdco shareholders may experience dilution in the future due to the exercise of a significant number of existing warrants and any future issuances of equity securities of Holdco; (21) investors may experience immediate and material dilution upon the closing as a result of the Vine Hill Class B ordinary shares held by Vine Hill Capital Sponsor I LLC, since the value of the Holdco ordinary shares received by Vine Hill Capital Sponsor I LLC in exchange for such Vine Hill Class B ordinary shares is likely to be substantially higher than the nominal price paid for them, even if the trading price of Holdco ordinary shares at such time is substantially less than the price per share paid by investors; (22) conflicts of interest that may arise from investment and transaction opportunities involving Holdco, CoinShares, their respective affiliates and other investors and clients; (23) digital asset trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes; (24) risks relating to the custody of CoinShares’ and Holdco’s digital assets, including the loss or destruction of private keys required to access its digital assets and cyberattacks or other data loss relating to its digital assets, which could cause CoinShares or Holdco, as applicable, to lose some or all of its digital assets; (25) a security breach, cyber-attack or other event where unauthorized parties obtain access to CoinShares’ or Holdco’s digital assets, as a result of which CoinShares or Holdco may lose some or all of their digital assets temporarily or permanently and their financial condition and results of operations could be materially adversely affected; (26) the emergence or growth of other digital assets, including those with significant private or public sector backing, including by governments, consortiums or financial institutions, could have a negative impact on the value of digital assets and adversely affect CoinShares’ and/or Holdco’s business; (27) potential regulatory changes reclassifying certain digital assets as securities could lead to the CoinShares’ and/or Holdco’s classification as an “investment company” under the Investment Company Act of 1940 and could adversely affect the market price of CoinShares’ and/or Holdco’s digital assets and the market price of CoinShares or Holdco listed securities; and (28) other risks and uncertainties included in (x) the “Risk Factors” sections of the Vine Hill Annual Report on Form 10-K and (y) other documents filed or to be filed with or furnished or to be furnished to the SEC by Holdco, CoinShares and/or Vine Hill. The foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. None of Vine Hill, CoinShares or Holdco undertakes or accepts any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law. Past performance by Vine Hill’s, CoinShares’ or Holdco’s management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not place undue reliance on the historical record of the performance of Vine Hill’s, CoinShares’ or Holdco’s management teams or businesses associated with them as indicative of future performance of an investment or the returns that Vine Hill, CoinShares or Holdco will, or are likely to, generate going forward.
CoinShares and Vine Hill Announce Confidential Submission of Draft Registration Statement
26 November 2025 | SAINT HELIER, Jersey and Fort Lauderdale, Florida | CoinShares International Limited ("CoinShares") (Nasdaq Stockholm: CS; US OTCQX: CNSRF), a global leading asset manager specialising in digital assets, and Vine Hill Capital Investment Corp., a publicly traded special purpose acquisition company (“Vine Hill”) (Nasdaq: VCIC), today announced that on November 21, 2025, Odysseus Holdings Limited (“Holdco”), which will become the publicly-listed holding company of CoinShares upon completion of the parties’ previously announced business combination (the “Transaction”), confidentially submitted a draft registration statement on Form F-4 (the “F-4”) to the U.S. Securities and Exchange Commission (the "SEC"). This marks an important milestone toward completion of the Transaction.
Completion of the Transaction is expected to occur on or around the end of Q1 2026 given, among other things, the anticipated timing of the review of the F-4 by the SEC staff in the aftermath of the U.S. government shutdown and the decision to include in the initial F-4 submission CoinShares’s interim unaudited half-year 2025 financial statements in addition to audited financial statements for fiscal years 2024 and 2023.
Completion of the Transaction also remains subject to customary closing conditions, including the approval of CoinShares’ and Vine Hill’s respective shareholders, obtaining the requisite Acts of the Royal Court of Jersey, the effectiveness of the F-4, and receipt of certain local regulatory approvals.
About CoinShares
CoinShares is a leading global digital asset manager that delivers a broad range of financial services across investment management, trading, and securities to a wide array of clients that include corporations, financial institutions, and individuals. Founded in 2013, the firm is headquartered in Jersey, with offices in France, Stockholm, the UK, and the US. CoinShares is regulated in Jersey by the Jersey Financial Services Commission, in France by the Autorité des marchés financiers, and in the US by the Securities and Exchange Commission, National Futures Association and Financial Industry Regulatory Authority. CoinShares is publicly listed on the Nasdaq Stockholm under the ticker CS and the OTCQX under the ticker CNSRF.
About Vine Hill and Vine Hill Capital Partners
Vine Hill is a special purpose acquisition company (“SPAC”) sponsored by an affiliate of Vine Hill Capital Partners and formed as part of a platform to sponsor a series of SPACs. Vine Hill completed its $220 million initial public offering in September 2024 and its stock currently trades on Nasdaq under the ticker “VCIC.” Vine Hill Capital Partners is a premier alternative investment manager dedicated to helping businesses achieve their full potential and unlocking shareholder value through leveraging the public markets.
For more information on CoinShares, please visit: https://coinshares.com
Company | +44 (0)1534 513 100 | enquiries@coinshares.com
Investor Relations | +44 (0)1534 513 100 | enquiries@coinshares.com
PRESS CONTACT
CoinShares
Benoît Pellevoizin
M Group Strategic Communications
Peter Padovano
IMPORTANT INFORMATION
General
This communication is being made in respect of the proposed business combination (the “Business Combination” and the other transactions contemplated by the Business Combination Agreement among CoinShares, Vine Hill, Holdco and the other parties thereto (collectively, the “Transactions”)) among Vine Hill, CoinShares and Holdco. The information contained herein does not purport to be all-inclusive and none of Vine Hill, CoinShares, Holdco or their respective affiliates makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this communication.
Additional Information and Where to Find It
In connection with the Transactions, CoinShares, Vine Hill and Holdco plan to file a Registration Statement on Form F-4 (as amended and supplemented from time to time, the “Registration Statement”) with the SEC, which will include a preliminary proxy statement of Vine Hill and a prospectus of Holdco relating to the offer of the securities to be issued to Vine Hill’s securityholders in connection with the completion of the Business Combination (the “Proxy Statement/Prospectus”). The definitive proxy statement and other relevant documents will be mailed to Vine Hill shareholders as of a record date to be established for voting on the Transactions and other matters as described in the Proxy Statement/Prospectus. Vine Hill, CoinShares and/or Holdco will also file other documents regarding the Transactions with the SEC. This communication does not contain all of the information that should be considered concerning the Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF VINE HILL AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH VINE HILL’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT VINE HILL, COINSHARES, HOLDCO AND THE TRANSACTIONS. Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by Vine Hill, CoinShares and/or Holdco, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to: Vine Hill Capital Investment Corp., 500 E Broward Blvd, Suite 900, Fort Lauderdale, FL 33394, or upon written request to CoinShares or Holdco at c/o CoinShares International Limited, 2nd Floor, 2 Hill Street, JE2 4UA St Helier Jersey, Channel Islands.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTIONS OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Participants in the Solicitation
Vine Hill, CoinShares, Holdco and their respective directors, executive officers, certain of their shareholders and other members of management and employees may be deemed under SEC rules to be participants in the solicitation of proxies from Vine Hill’s shareholders in connection with the Transactions. You can find information about Vine Hill’s directors, executive officers, certain of their shareholders and other members of management and employees and their interest in Vine Hill can be found in the sections entitled “Directors, Executive Officers and Corporate Governance – Conflicts of Interest,” “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” and “Certain Relationships and Related Party Transactions” of Vine Hill’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on March 26, 2025 and is available free of charge at the SEC’s website at www.sec.gov and at the following URL: sec.gov/Archives/edgar/data/2025396/000101376225002707/ea0234943-10k_vinehill.htm. Additional information regarding the interests of such participants will be contained in the Registration Statement when available.
A list of the names of the directors, executive officers, other members of management and employees of CoinShares and Holdco, as well as information regarding their interests in the Business Combination, will be contained in the Registration Statement to be filed with the SEC. Additional information regarding the interests of such potential participants in the solicitation process may also be included in other relevant documents when they are filed with the SEC.
No Offer or Solicitation
The information contained in this communication is for informational purposes only and 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 exchange, or a solicitation of an offer to buy or exchange the securities of Vine Hill, CoinShares or Holdco, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act. This communication is being issued in accordance with Rule 135 under the Securities Act.
Forward-Looking Statements
This communication includes “forward-looking statements” with respect to Vine Hill, CoinShares and/or Holdco within the meaning of the federal securities laws. These forward-looking statements include all statements other than statements of historical fact, including, without limitation, the timing of, and the satisfaction of closing conditions to, completion of the Transaction. The expectations, estimates and projections of the businesses of CoinShares and Vine Hill may differ from their actual results and consequently, you should not rely on these forward-looking statements as predictions of future events. In some cases, you can identify forward-looking statements by terminology such as “according to estimates”, “anticipates”, “assumes”, “believes”, “could”, “estimates”, “expects”, “forecasts”, “intends”, “is of the opinion”, “may”, “plans”, “potential”, “predicts”, “projects”, “targets”, “to the knowledge of”, “should”, “will”, “would”, or the negatives of these terms, variations of them or similar terminology, although not all forward-looking statements contain such identifying words.
Such forward-looking statements are subject to risks, uncertainties, and other factors which may adversely affect CoinShares’ and Holdco’s ability to implement and achieve their plans and objectives set out in such forward-looking statements and which may cause actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding CoinShares’ and Holdco’s present and future policies and plans and the environment in which CoinShares and Holdco will operate in the future. Many actual events or circumstances are outside of the control of CoinShares, Holdco or Vine Hill. Furthermore, certain forward-looking statements are based on assumptions or future events which may not prove to be accurate, and no reliance whatsoever should be placed on any forward-looking statements in this communication. Factors that may cause such differences include, but are not limited to: (1) the Transactions not being completed in a timely manner or at all, which may adversely affect the price of Vine Hill’s and/or CoinShares’ securities; (2) the Transactions not being completed by Vine Hill’s business combination deadline; (3) failure by the parties to satisfy the conditions to the consummation of the Transactions, including the approval of Vine Hill’s and CoinShares’ shareholders and obtaining the requisite Acts of the Royal Court of Jersey; (4) failure to realize the anticipated benefits of the Transactions, which may be affected by, among other things, competition, the ability of CoinShares and Holdco to grow and manage growth profitably, build or maintain relationships with customers and retain management and key employees, capital expenditures, requirements for additional capital and timing of future cash flow provided by operating activities and the demand for digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and Holdco; (5) the level of redemptions by Vine Hill’s public shareholders which will reduce the amount of funds available for CoinShares and Holdco to execute on their business strategies and may make it difficult to obtain or maintain the listing or trading of Holdco ordinary shares on a major securities exchange; (6) failure of Holdco to obtain or maintain the listing of its securities on any securities exchange after the closing; (7) costs related to the Transactions and as a result of Holdco becoming a public company that may be higher than currently anticipated; (8) changes in business, market, financial, political and regulatory conditions; (9) volatility and rapid fluctuations in the market prices of digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and/or Holdco; (10) failure of CoinShares’ and/or Holdco’s digital asset investment products to track their respective target benchmarks; (11) regulatory or other developments that negatively impact demand for the products and services provided by CoinShares and/or Holdco; (12) the outcome of any event, change or other circumstance that could give rise to the inability to consummate the Business Combination; (13) the outcome of any legal proceedings that may be instituted against Vine Hill, CoinShares, Holdco and/or any of their respective affiliates or others; (14) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations; (15) the risk that the Business Combination disrupts current plans and operations of Vine Hill and/or CoinShares as a result of the announcement and consummation of the Business Combination; (16) treatment of digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and/or Holdco, for U.S. and foreign tax purposes; (17) challenges in implementing CoinShares and/or Holdco’s business plan due to operational challenges, significant competition and regulation; (18) being considered to be a “shell company” or “former shell company” by the securities exchange on which Holdco ordinary shares will be listed or by the SEC, which may impact the ability to list Holdco ordinary shares and restrict reliance on certain rules or forms in connection with the offering, sale or resale of Holdco’s securities; (19) trading price and volume of Holdco ordinary shares may be volatile following the Transactions and an active trading market may not develop; (20) Holdco shareholders may experience dilution in the future due to the exercise of a significant number of existing warrants and any future issuances of equity securities of Holdco; (21) investors may experience immediate and material dilution upon the closing as a result of the Vine Hill Class B ordinary shares held by Vine Hill Capital Sponsor I LLC, since the value of the Holdco ordinary shares received by Vine Hill Capital Sponsor I LLC in exchange for such Vine Hill Class B ordinary shares is likely to be substantially higher than the nominal price paid for them, even if the trading price of Holdco ordinary shares at such time is substantially less than the price per share paid by investors; (22) conflicts of interest that may arise from investment and transaction opportunities involving Holdco, CoinShares, their respective affiliates and other investors and clients; (23) digital asset trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes; (24) risks relating to the custody of CoinShares’ and Holdco’s digital assets, including the loss or destruction of private keys required to access its digital assets and cyberattacks or other data loss relating to its digital assets, which could cause CoinShares or Holdco, as applicable, to lose some or all of its digital assets; (25) a security breach, cyber-attack or other event where unauthorized parties obtain access to CoinShares’ or Holdco’s digital assets, as a result of which CoinShares or Holdco may lose some or all of their digital assets temporarily or permanently and their financial condition and results of operations could be materially adversely affected; (26) the emergence or growth of other digital assets, including those with significant private or public sector backing, including by governments, consortiums or financial institutions, could have a negative impact on the value of digital assets and adversely affect CoinShares’ and/or Holdco’s business; (27) potential regulatory changes reclassifying certain digital assets as securities could lead to the CoinShares’ and/or Holdco’s classification as an “investment company” under the Investment Company Act of 1940 and could adversely affect the market price of CoinShares’ and/or Holdco’s digital assets and the market price of CoinShares or Holdco listed securities; and (28) other risks and uncertainties included in (x) the “Risk Factors” sections of the Vine Hill Annual Report on Form 10-K and (y) other documents filed or to be filed with or furnished or to be furnished to the SEC by Holdco, CoinShares and/or Vine Hill. The foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. None of Vine Hill, CoinShares or Holdco undertakes or accepts any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law. Past performance by Vine Hill’s, CoinShares’ or Holdco’s management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not place undue reliance on the historical record of the performance of Vine Hill’s, CoinShares’ or Holdco’s management teams or businesses associated with them as indicative of future performance of an investment or the returns that Vine Hill, CoinShares or Holdco will, or are likely to, generate going forward.