8-K: CoinShares to List on Nasdaq via $1.2B SPAC Merger

Digital asset manager CoinShares International Limited will go public on the Nasdaq Stock Market through a $1.2 billion business combination with SPAC Vine Hill Capital Investment Corp., aiming for global expansion.

Summary

• Vine Hill Capital Investment Corp. (SPAC) and CoinShares International Limited (CoinShares) entered into a Business Combination Agreement on September 8, 2025, to facilitate CoinShares' U.S. Nasdaq listing.
• The transaction will create a new publicly traded holding company, Odysseus Holdings Limited (Holdco), which will own both SPAC Merger Sub (the surviving entity of the SPAC merger) and CoinShares.
• The business combination values CoinShares at approximately US$1.2 billion pre-money equity on a pro-forma basis.
• CoinShares shareholders will receive Holdco ordinary shares based on an Equity Exchange Ratio, calculated as the Equity Value Per Share divided by $10.00. This ratio is approximately 1.8116 Holdco Ordinary Shares per CoinShares ordinary share, based on 65,507,173 CoinShares shares (excluding treasury shares and including net-settled options).
• A private placement (PIPE Investment) of 5,000,000 CoinShares Ordinary Shares at $10.00 per share, totaling $50,000,000, is committed by an institutional investor, Alyeska Master Fund. An additional 1,666,667 CoinShares Ordinary Shares will be issued as a commitment fee.
• Vine Hill Capital Sponsor I LLC (Sponsor) will forfeit 2,933,333 SPAC Class B ordinary shares and all private placement warrants for no consideration.
• Existing CoinShares shareholders are expected to own between approximately 78.4% (assuming no SPAC redemptions) and 91.6% (assuming 100% SPAC redemptions) of Holdco, excluding potential dilution from public warrants.
• The transaction is anticipated to close by the end of the fourth quarter of 2025.
• CoinShares' Board of Directors unanimously recommends shareholders approve the transaction, a recommendation supported by a fairness opinion from Eight Advisory UK Limited.

Sentiment

Score: 8

Explanation: The filing outlines a strategic and financially attractive business combination for CoinShares, enabling a U.S. Nasdaq listing at a significant premium and favorable valuation multiples compared to peers. Strong growth, high profitability, and a clear expansion strategy in a rapidly institutionalizing market are key positives. Dilution risks are present but mitigated by sponsor forfeitures and a committed PIPE.

Positives

• The U.S. Nasdaq listing provides CoinShares with access to a deeper pool of institutional investors and enhanced research coverage, aligning with its global growth ambitions.
• The transaction values CoinShares at US$1.2 billion pre-money equity, representing a premium of approximately 30.6% compared to its closing share price on Nasdaq Stockholm on September 5, 2025.
• CoinShares is a leading European digital asset manager with approximately US$10 billion in Assets under Management (AuM), ranking 4th globally and 1st in EMEA with a 34% market share in crypto ETPs.
• The company has experienced significant growth, with AuM more than tripling over the last two years due to strong investor inflows, supportive digital asset pricing, and successful new product launches.
• CoinShares operates with a highly recurring revenue model and attractive margins, reporting a 76% Adjusted EBITDA margin in 1H 2025 and 68% in CY2024.
• The transaction is priced at 7.3x Enterprise Value / CY2024 EBITDA and 10.7x Price / Earnings, which is a substantial discount compared to public comparables at 20.9x and 25.4x, respectively.
• The Sponsor's forfeiture of 2,933,333 SPAC Class B ordinary shares and all private placement warrants reduces potential dilution for public shareholders.
• Key CoinShares Shareholders, representing approximately 87.7% of outstanding shares, have agreed to vote in favor of the transaction and not to transfer their shares prior to closing.

Negatives

• 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.
• Investors may experience immediate and material dilution upon closing as a result of the Vine Hill Class B ordinary shares held by the Sponsor, as their value is likely substantially higher than the nominal price paid for them.
• Costs related to the Business Combination and becoming a U.S.-listed public company may be higher than currently anticipated.
• CoinShares will bear all fees, costs, and expenses incurred in connection with the SEC filing of the Registration Statement and the Nasdaq listing application, regardless of whether the closing occurs.
• The SPAC Transaction Expenses are capped at $4,000,000, with any excess amount to be covered by the Sponsor through cash payment or forfeiture of Holdco Ordinary Shares.

Risks

• The Business Combination may not be completed in a timely manner or at all, which could adversely affect the price of SPAC's and/or CoinShares' securities.
• Failure by the parties to satisfy the conditions to the consummation of the Business Combination, including shareholder and regulatory approvals, and obtaining the requisite Acts of the Royal Court of Jersey.
• Failure to realize the anticipated benefits of the Business Combination, which may be affected by competition, the ability to grow profitably, maintain customer relationships, retain management and key employees, capital expenditures, and demand for digital assets.
• A high level of redemptions by SPAC's public shareholders could reduce the funds available for CoinShares and Holdco to execute business strategies and make it difficult to obtain or maintain the listing of Holdco Ordinary Shares.
• Failure of Holdco to obtain or maintain the listing of its securities on any securities exchange after the closing.
• Costs related to the Business Combination and becoming a U.S.-listed public company may be higher than currently anticipated.
• Changes in business, market, financial, political, and regulatory conditions.
• Volatility and rapid fluctuations in the market prices of digital assets, including cryptocurrencies and blockchain-related alternative investments.
• Failure of CoinShares' and/or Holdco's digital asset investment products to track their respective target benchmarks.
• Regulatory or other developments that negatively impact demand for the products and services provided by CoinShares and/or Holdco.
• The outcome of any legal proceedings that may be instituted against Vine Hill, CoinShares, Holdco, and/or any of their respective affiliates or others.
• Changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations.
• 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.
• Treatment of digital assets, including cryptocurrencies and blockchain-related alternative investments, for U.S. and foreign tax purposes.
• Challenges in implementing CoinShares' and/or Holdco's business plan due to operational challenges, significant competition, and regulation.
• Holdco being considered a shell company or former shell company by the securities exchange on which its ordinary shares will be listed or by the SEC, which may impact listing ability and restrict reliance on certain rules or forms.
• Trading price and volume of Holdco ordinary shares may be volatile following the Transactions, and an active trading market may not develop.
• Conflicts of interest that may arise from investment and transaction opportunities involving Holdco, CoinShares, their respective affiliates, and other investors and clients.
• Digital asset trading venues may experience greater fraud, security failures, or regulatory or operational problems than trading venues for more established asset classes.
• Risks relating to the custody of CoinShares' and Holdco's digital assets, including the loss or destruction of private keys or cyberattacks, which could cause loss of digital assets.
• The emergence or growth of other digital assets, including those with significant private or public sector backing, could negatively impact the value of digital assets and adversely affect CoinShares' and/or Holdco's business.
• Potential regulatory changes reclassifying certain digital assets as securities could lead to classification as an investment company under the Investment Company Act of 1940 and adversely affect market prices.

Future Outlook

CoinShares aims to accelerate its global leadership in digital asset management by leveraging its proven European playbook for expansion into the U.S. market. The company anticipates continued growth driven by institutional adoption, regulatory clarity, and product innovation, with a strategic focus on high-added-value crypto-adjacent products and opportunistic M&A. Holdco plans to adopt a customary incentive equity plan with an initial share reserve of up to 11% of fully diluted ordinary shares and a 3% annual evergreen increase, with an effective registration statement on Form S-8 to be filed after 60 days post-closing.

Management Comments

• Jean-Marie Mognetti, CEO & Co-Founder of CoinShares, stated: "This transaction represents far more than a change of listing venue from Sweden to the United States. It signals a strategic transition for CoinShares, accelerating our ambition for global leadership, supported by favorable regulatory tailwinds. The U.S. is now serving as the crucible of the digital asset space. By listing in the United States, CoinShares is positioning itself to meet growing investor demand and to participate more fully in the evolution of this new industry. Our European playbook, built and refined over a decade, is proven and effective. We are now deploying this experience to bring a new suite of products to American investors. A U.S. listing will reinforce our credibility, expand our reach, and position us to capture the opportunity in the worlds largest asset management market, home to over half of global assets under management."
• Nicholas Petruska, CEO of Vine Hill, commented: "CoinShares exemplifies everything we look for in a high-value investment: market leadership, a proven, scalable business model, a massive and expanding addressable market and a team with the proven ability to execute. CoinShares' proven EMEA playbook and expertise featuring a recurring fee-based revenue model supplemented with strong historical gains and income from a variety of trading activities which together have resulted in a consistently impressive ~70% adjusted EBITDA margins in CY2024, combined with U.S. capital markets access and distribution, creates an unstoppable growth engine."
• The Board of Directors of CoinShares is of the opinion that the Transaction is beneficial to CoinShares and its shareholders.

Industry Context

The digital asset industry is experiencing significant institutionalization, with 86% of institutional investors having exposure or planning to allocate to digital assets in 2025. ETPs are a preferred vehicle, and 87% of investors plan to gain exposure via direct crypto holdings or spot ETPs. Regulatory clarity, particularly in the U.S. with spot Bitcoin and Ethereum ETF approvals, is creating tailwinds. The global crypto ETP market, estimated at $1.1 billion in revenue as of Dec 2024, has the potential to reach $50 billion+, driven by accelerating institutional adoption, regulatory de-risking, market maturation, and expansion of ETP offerings. CoinShares aims to leverage its European leadership and specialized expertise to differentiate itself from traditional asset managers and smaller crypto firms in this rapidly evolving market.

Comparison to Industry Standards

• CoinShares ranks as the 4th largest manager of digital asset ETP products globally, behind BlackRock, Grayscale, and Fidelity.
• Holds the #1 market position in EMEA with a 34% market share in crypto ETPs.
• The transaction values CoinShares at 7.3x Enterprise Value / CY2024 EBITDA and 10.7x Price / Earnings, which is a substantial discount compared to public comparables with median multiples of 20.9x and 25.4x, respectively.
• CoinShares' Adjusted EBITDA margin of ~70% in CY2024 is consistently impressive, indicating strong operational efficiency relative to industry standards.

Management Changes

Corporate Governance

Legal Proceedings

• No pending or, to the Knowledge of the Company, threatened material Legal Proceedings against any Group Company or its properties/assets, or any of its directors/managers/officers (as of the date of the Business Combination Agreement).
• No pending or, to the Knowledge of SPAC, threatened material Legal Proceedings against SPAC or its properties/assets, or any of its directors/managers/officers (as of the date of the Business Combination Agreement).

Related Party Transactions

• Sponsor Support Agreement: Vine Hill Capital Sponsor I LLC (Sponsor) agreed to vote its SPAC Ordinary Shares in favor of the Business Combination, waive anti-dilution rights, not transfer/redeem shares, forfeit 2,933,333 SPAC Class B shares and all private placement warrants, and cause forgiveness of any loans made to SPAC.
• Shareholder Support Agreement: Key CoinShares Shareholders (holding at least 75% of outstanding CoinShares Ordinary Shares, approximately 87.7% as of the announcement date) agreed to vote in favor of the Business Combination, waive preemption rights, and not transfer/redeem their CoinShares Ordinary Shares.
• Lock-Up Agreement: Sponsor and Key CoinShares Shareholders agreed to transfer restrictions on Holdco Ordinary Shares for a period (generally 6 months post-closing, with early release triggers at $18.00 and $22.00 per share for certain CoinShares shareholders).
• A&R Registration Rights Agreement: Sponsor and certain securityholders of Holdco will amend and restate the Original Registration Rights Agreement to be granted customary registration rights.
• Jeri-Lea Brown, CoinShares' Corporate Secretary, wholly owns Odysseus Holdings, which indirectly holds 2,000 ordinary shares and 5,608 options in CoinShares (less than 0.001%). Her participation in the transaction triggers Section III of the Takeover Rules, requiring CoinShares to obtain a fairness opinion.

Stakeholder Impact

• Shareholders of CoinShares will receive Holdco shares, benefiting from a U.S. Nasdaq listing, potential for increased liquidity, and a valuation premium over current trading prices, though their shares will be subject to lock-up restrictions.
• Public shareholders of SPAC will exchange their SPAC shares for Holdco shares and have redemption rights. The Sponsor's forfeiture of shares and warrants reduces potential dilution for these shareholders.
• Employees of CoinShares are not expected to experience significant changes to the company's core operations or executive management. Holdco will adopt an incentive equity plan to hire and incentivize executives and other employees.
• Customers of CoinShares will gain access to a broader range of regulated digital asset products, particularly as the company expands its offerings in the U.S. market.
• Management of CoinShares will lead Holdco, with Jean-Marie Mognetti as CEO, and the Holdco Board will be composed as outlined in the agreement, ensuring continuity and strategic direction.

Next Steps

• Holdco will file a registration statement on Form F-4 with the SEC, including a preliminary proxy statement for Vine Hill, between the end of September and the beginning of October 2025.
• SPAC will establish a record date, call, and hold a Special Meeting for SPAC Shareholder Approval, expected around December 8, 2025.
• CoinShares will apply to the Royal Court of Jersey for an order convening a meeting of CoinShares shareholders, expected around November 5, 2025.
• CoinShares will convene and hold CoinShares Shareholder Meetings for approval, expected around December 8, 2025.
• CoinShares intends to file a delisting application for its ordinary shares from Nasdaq Stockholm around November 26, 2025, with the last trading day expected around December 17, 2025.
• The SPAC Merger is expected to be completed around December 16, 2025.
• The Business Combination is expected to be completed around December 17, 2025.
• Odysseus Holdings ordinary shares are expected to begin trading on the Nasdaq Stock Market on December 18, 2025.
• Holdco will approve and adopt a customary incentive equity plan with an initial share reserve of up to 11% of fully diluted ordinary shares and a 3% annual evergreen increase.
• Holdco will file an effective registration statement on Form S-8 for the Incentive Equity Plan after 60 days following the closing.
• CoinShares will deliver PCAOB Audited Financial Statements no later than December 31, 2025.

Key Dates

Recommendation

The business combination positions CoinShares, a leading and highly profitable digital asset manager, for significant growth by listing on the Nasdaq Stock Market. The transaction values CoinShares at a substantial discount compared to its peers based on EV/EBITDA and P/E multiples, suggesting an attractive entry point. The strategic move to the U.S. capital markets, coupled with strong AuM growth, high margins, and a clear expansion strategy in a rapidly institutionalizing digital asset sector, presents a compelling investment opportunity. The sponsor's forfeiture of shares and warrants also mitigates some dilution concerns. The unanimous board recommendation and fairness opinion further support the transaction's value.

Keywords

Digital Asset Management, Cryptocurrency ETPs, SPAC Merger, Nasdaq Listing, CoinShares, Vine Hill Capital, Blockchain, Asset Under Management, Crypto Investment, Financial Technology