31 March 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) (which, as at the date of this press release, has merged with and into Odysseus Cayman pursuant to the SPAC Merger) (“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”) (such joint merger plan and the Scheme of Arrangement being together the “Transaction”). The Transaction once completed would in effect facilitate a change of listing venue for CoinShares shares from Nasdaq Stockholm to the Nasdaq Stock Market in the United States (“Nasdaq”). On 18 February 2026 CoinShares published a scheme circular in relation to the Scheme of Arrangement (the “Scheme Circular”).
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.
Scheme of Arrangement becomes Effective
CoinShares and Odysseus Holdings are pleased to announce that, following the delivery of a copy of the Court Order to the Jersey Registrar of Companies today for registration, the Scheme of Arrangement has now become Effective in accordance with its terms and, pursuant to the Scheme of Arrangement, the entire issued and to be issued share capital of CoinShares is now owned by Odysseus Cayman.
Nasdaq approval
CoinShares and Odysseus Holdings also further announce that Nasdaq have approved the listing of the New Odysseus Holdings Shares on Nasdaq, satisfying Condition 5 (as set out in Part 2 (Conditions and Certain Further Terms of the Scheme and the Transaction) of the Scheme Circular).
Takeover offer to the shareholders of CoinShares declared unconditional
All conditions for completion of the offer to the shareholders of CoinShares have been satisfied and consequently the Transaction will be completed.
Settlement of Consideration
A Scheme Shareholder on the register of members of CoinShares at the Scheme Record Time, being 6.00 p.m. (London time) on 30 March 2026, will be entitled to receive 1.8237 New Odysseus Holdings Shares for each CoinShares Share held, other than PIPE Shares, holders of which will be entitled to receive 1 New Odysseus Holdings Share. Settlement of the consideration to which any Scheme Shareholder is entitled will be effected as set out in the Scheme Circular.
As a result of the Scheme of Arrangement having become Effective, share certificates in respect of CoinShares Shares have ceased to be valid documents of title and entitlements to CoinShares Shares held in uncertificated form have been cancelled.
Delisting from Nasdaq Stockholm and listing of New Odysseus Holdings Shares
Following the Scheme of Arrangement becoming Effective and the offer being declared unconditional, Nasdaq Stockholm will proceed with the delisting of CoinShares Shares as soon as possible, as all conditions for the delisting have been satisfied, including the registration of the Court Order with the Jersey Registrar of Companies.
It is expected that the admission to listing and commencement of trading of the New Odysseus Holdings Shares on Nasdaq will commence at or shortly after 9.30 a.m. (New York time) on or around 1 April 2026, or as soon as possible thereafter.
Completion of PIPE
Pursuant to the previously announced subscription agreement (the “PIPE Subscription Agreement”) with an institutional investor (the “PIPE Investor”), the PIPE Investor agreed to subscribe for and purchase 5,000,000 CoinShares Shares from CoinShares (the “PIPE Investment Shares” and, such investment, the “PIPE Investment”) for a total purchase price of $50,000,000. In consideration of the PIPE Investor’s commitment, CoinShares agreed, subject to the PIPE Investor’s compliance with its obligations under the PIPE Subscription Agreement, to issue to the PIPE Investor an additional 1,666,667 CoinShares Shares as a commitment fee immediately prior to the effective time of the Scheme of Arrangement (the “Commitment Fee Shares” and together with the PIPE Investment Shares, the “PIPE Shares”). Pursuant to the PIPE Subscription Agreement, the PIPE Investor was permitted to reduce the number of PIPE Investment Shares that it was obligated to purchase under the PIPE Subscription Agreement by the number of Class A ordinary shares of Vine Hill acquired by the PIPE Investor in the open market or in privately negotiated transactions with third parties after the date of the PIPE Subscription Agreement and prior to the extraordinary general meeting of Vine Hill shareholders to approve the Transaction and not submitted for redemption (on a one-for-one basis up to the total amount of PIPE Investment Shares subscribed for under the PIPE Subscription Agreement). The PIPE Investor held and did not submit for redemption 102,020 Class A ordinary shares of Vine Hill. Accordingly, immediately prior to the Scheme of Arrangement becoming Effective, CoinShares issued 4,897,980 PIPE Investment Shares and 1,666,667 Commitment Shares to the PIPE Investor in exchange for $48,979,800 paid by the PIPE Investor.
Change of name of Odysseus Holdings
CoinShares and Odysseus Holdings further announce that Odysseus Holdings has been re-registered as a public limited company and renamed CoinShares PLC, effective as of 31 March 2026.
Cancellation of CoinShares Shares held in treasury
In connection with the Transaction, CoinShares confirms 1,139,537 CoinShares Shares held in treasury have been cancelled pursuant to and in connection with Jersey Companies Law.
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, please contact CoinShares’ registrars, Computershare, on the shareholder helpline at +44 (0) 370 707 4040. The shareholder helpline will be available between 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.
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.
About Vine Hill
Vine Hill was 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. 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
CoinSharesBenoît Pellevoizin
M Group Strategic CommunicationsPeter Padovano
The information was submitted for publication, through the agency of the contact persons set out above, at 22:30 CEST on 31 March 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.
No Offer or Solicitation
This communication is for information purposes only and shall neither constitute an offer to sell nor the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdictions. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
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. Further details in relation to Overseas Shareholders are contained in the Scheme Circular. 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. No invitation may be made to the public in the Cayman Islands to subscribe for the securities offered hereby, and this announcement 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 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 has 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.
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 Odysseus Holdings within the meaning of the federal securities laws. These forward-looking statements include all statements other than statements of historical fact. 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’ 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) 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; (2) the level of redemptions by Vine Hill’s public shareholders which reduces the amount of funds available for CoinShares and Odysseus Holdings to execute on their business strategies and may make it difficult to maintain the listing or trading of Odysseus Holdings’ ordinary shares on a major securities exchange; (3) failure of Odysseus Holdings to maintain the listing of its securities on any securities exchange after the closing; (4) costs related to the Transactions and as a result of Odysseus Holdings becoming a public company that may be higher than currently anticipated; (5) changes in business, market, financial, political and regulatory conditions; (6) 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; (7) failure of CoinShares’ and/or Odysseus Holdings’ digital asset investment products to track their respective target benchmarks; (8) regulatory or other developments that negatively impact demand for the products and services provided by CoinShares and/or Odysseus Holdings; (9) 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; (10) 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; (11) 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; (12) challenges in implementing CoinShares and/or Odysseus Holdings’ business plan due to operational challenges, significant competition and regulation; (13) 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’ securities; (14) trading price and volume of Odysseus Holdings ordinary shares may be volatile following the Transactions and an active trading market may not develop; (15) 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; (16) investors have experienced 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; (17) conflicts of interest that may arise from investment and transaction opportunities involving Odysseus Holdings, CoinShares, their respective affiliates and other investors and clients; (18) digital asset trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes; (19) 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; (20) a security breach, 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 their financial condition and results of operations could be materially adversely affected; (21) 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; (22) 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 (23) other risks and uncertainties included in (x) the Proxy Statement/Prospectus and (y) other documents filed or to be filed with or furnished or to be furnished to the SEC by Odysseus Holdings, CoinShares. 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 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 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 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.
