# Vine Hill Capital Investment Corp. (VCICW) — merger/scheme_of_arrangement [completed] Source: SEC API (secapi.ai) · situation sit_1773e54bd5d967f990c3 · retrieved 2026-08-11T16:12:00.930Z ## Overview CoinShares is a leading global digital asset manager that delivers investment management, trading, and securities services to corporations, financial institutions, and individuals; founded in 2013 and headquartered in Jersey with offices in France, Stockholm, the UK, and the US. CoinShares International Limited announced on 8 September 2025 a joint merger plan with Vine Hill Capital Investment Corp (a SPAC that raised $220 million in its September 2024 IPO) and Odysseus Holdings Limited, structured as a court-sanctioned scheme of arrangement under Jersey law. The transaction is designed to facilitate CoinShares' relisting from Nasdaq Stockholm to the Nasdaq Stock Market in the United States. CoinShares shareholders must approve the scheme at a Jersey Court Meeting and Scheme General Meeting scheduled for 19 March 2026. The scheme is expected to become effective in Q2 2026, with the Sanction Hearing currently expected on 30 March 2026 and the Effective Date anticipated on 10 April 2026 (D + 7 Business Days after the Sanction Hearing), subject to satisfaction of closing conditions and prior to the Long Stop Date of 8 June 2026. ## Terms - Counterparty: Vine Hill Capital Investment Corp and Odysseus Holdings Limited · Deal value: $1.20B · Consideration: stock · Stake: 80% ## Key dates - Announced 2026-01-22 · Record 2026-03-17 · Vote 2026-03-19 · Expiry 2026-06-08 · Expected close 2026-04-10 · Completed 2026-03-31 ## Timeline - 2026-01-22 · 425 (0001213900-26-006450): 425 - Vine Hill Capital Investment Corp. — *CoinShares is a leading global digital asset manager that delivers investment management, trading, and securities services to corporations, financial institutions, and individuals; founded in 2013 and headquartered in Jersey with offices in France, Stockholm, the UK, and the US.* CoinShares International Limited announced a proposed business combination with Vine Hill Capital Investment Corp (Nasdaq: VCIC), a SPAC that raised $220 million in its September 2024 IPO. The transaction values CoinShares at USD 1.2 billion based on the company's 2024 full-year adjusted EBITDA. The Royal Court of Jersey scheduled a directions hearing for 17 February 2026 to approve shareholder documentation and convene requisite shareholder meetings. Subject to court approval, CoinShares expects to publish the Scheme Circular on or around 18 February 2026, and Odysseus Holdings Limited expects to publish the Swedish offer document on or around 25 February 2026. Completion remains subject to customary closing conditions, including shareholder approvals, requisite Acts of the Royal Court of Jersey, effectiveness of the F-4 registration statement, and certain local regulatory approvals. https://www.sec.gov/Archives/edgar/data/2025396/0001213900-26-006450.txt - 2026-02-02 · 425 (0001213900-26-010397): 425 - Vine Hill Capital Investment Corp. — *CoinShares is a leading global digital asset manager that delivers investment management, trading, and securities services across a broad range of clients including corporations, financial institutions, and individuals; founded in 2013 and headquartered in Jersey with offices in France, Stockholm, the UK, and the US.* On September 8, 2025, CoinShares International Limited announced a joint merger plan with Vine Hill Capital Investment Corp (a SPAC that raised $220 million in its September 2024 IPO) and Odysseus Holdings Limited, structured as a court-sanctioned scheme of arrangement under Jersey law. The transaction is designed to facilitate a change of listing venue for CoinShares ordinary shares from Nasdaq Stockholm to the Nasdaq Stock Market in the United States or another agreed U.S. public exchange. CoinShares has secured irrevocable undertakings from all board members holding shares (23,778,129 shares, approximately 35.661% of issued share capital) and other shareholders (totaling 53,297,744 shares, approximately 80.46% of all shares and votes) to vote in favor of the scheme at the Jersey Court Meeting and related general meetings. https://www.sec.gov/Archives/edgar/data/2025396/0001213900-26-010397.txt - 2026-02-04 · 425 (0001213900-26-011835): 425 - Vine Hill Capital Investment Corp. — *CoinShares is a leading global digital asset manager that delivers a broad range of financial services across investment management, trading, and securities to corporations, financial institutions, and individuals; Vine Hill is a special purpose acquisition company sponsored by an affiliate of Vine Hill Capital Partners that completed a $220 million initial public offering in September 2024.* CoinShares International Limited and Vine Hill Capital Investment Corp. announced that Odysseus Holdings Limited (Holdco), which will become the publicly-listed holding company of CoinShares upon completion of the business combination, has submitted an amended draft registration statement on Form F-4 on a confidential basis to the SEC on February 2, 2026, in response to SEC comments. The initial draft registration statement was submitted on November 21, 2025. Completion of the Transaction remains on track subject to customary closing conditions, including 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 February 17, 2026. https://www.sec.gov/Archives/edgar/data/2025396/0001213900-26-011835.txt - 2026-02-18 · 425 (0001213900-26-017918): 425 - Vine Hill Capital Investment Corp. — *CoinShares is a leading global digital asset manager that delivers investment management, trading, and securities services to corporations, financial institutions, and individuals; founded in 2013 and headquartered in Jersey with offices in France, Stockholm, the UK, and the US.* CoinShares International Limited announced on 8 September 2025 a joint merger plan with Vine Hill Capital Investment Corp (a SPAC that raised $220 million in its September 2024 IPO) and Odysseus Holdings Limited, structured as a court-sanctioned scheme of arrangement under Jersey law. The transaction is designed to facilitate CoinShares' relisting from Nasdaq Stockholm to the Nasdaq Stock Market in the United States. CoinShares shareholders must approve the scheme at a Jersey Court Meeting and Scheme General Meeting scheduled for 19 March 2026. The scheme is expected to become effective in Q2 2026, with the Sanction Hearing currently expected on 30 March 2026 and the Effective Date anticipated on 10 April 2026 (D + 7 Business Days after the Sanction Hearing), subject to satisfaction of closing conditions and prior to the Long Stop Date of 8 June 2026. https://www.sec.gov/Archives/edgar/data/2025396/0001213900-26-017918.txt - 2026-02-18 · 425 (0001213900-26-017645): 425 - Vine Hill Capital Investment Corp. — *CoinShares International Limited is a digital asset investment manager offering exchange-traded products (ETPs) and actively managed strategies across Bitcoin, Ethereum, altcoins, and staking products, with operations across Europe and the United States.* CoinShares International Limited is pursuing a business combination with Vine Hill Capital Investment Corp., with CoinShares becoming a wholly owned subsidiary of Odysseus Holdings Limited, which will be publicly listed on Nasdaq U.S. A confidential draft registration statement on Form F-4 was submitted to the SEC on 21 November 2025. The parties expect the transaction to complete around the end of Q1 2026, subject to customary closing conditions and approvals. A Jersey court directions hearing is scheduled for 17 February 2026 to approve shareholder documentation and provide directions for convening requisite shareholder meetings under the Scheme of Arrangement. On 30 January 2026, the company announced receipt of irrevocable undertakings from all board members holding shares and certain other shareholders representing approximately 80% of all issued shares and votes in CoinShares. On 4 February 2026, Odysseus Holdings Limited submitted an amended draft registration statement on Form F-4 on a confidential basis to the SEC. https://www.sec.gov/Archives/edgar/data/2025396/0001213900-26-017645.txt - 2026-02-18 · 425 (0001213900-26-017647): 425 - Vine Hill Capital Investment Corp. — *CoinShares International Limited is a global asset manager specializing in digital assets, offering exchange-traded products (ETPs) and investment solutions for cryptocurrencies and blockchain-related alternative investments.* CoinShares International Limited is pursuing a proposed business combination with Vine Hill Capital Investment Corp., with a court directions hearing scheduled for February 17, 2026. The company has secured irrevocable undertakings representing approximately 80% of issued shares and voting rights. CoinShares has submitted an initial draft registration statement on Form F-4 on November 21, 2025, and an amended draft on February 2, 2026, in response to SEC comments as part of the ongoing confidential SEC review process. https://www.sec.gov/Archives/edgar/data/2025396/0001213900-26-017647.txt - 2026-03-31 · 25-NSE (0001354457-26-000314): 25-NSE https://www.sec.gov/Archives/edgar/data/2025396/000135445726000314/xslF25X02/primary_doc.xml - 2026-04-22 · 15-12G (0001213900-26-046722): 15-12G FORM 15-12G https://www.sec.gov/Archives/edgar/data/2025396/000121390026046722/ea0287395-1512g_odysseus.htm ## Citations - 0001213900-26-006450 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026006450 - 0001213900-26-010397 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026010397 - 0001213900-26-011835 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026011835 - 0001213900-26-017918 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026017918 - 0001213900-26-017645 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026017645 - 0001213900-26-017647 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026017647 - 0001354457-26-000314 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000135445726000314 - 0001213900-26-046722 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026046722