425: CoinShares Accelerates Nasdaq US Listing Timeline

CoinShares International Limited is accelerating its merger timetable with Vine Hill Capital Investment Corp. to facilitate a Nasdaq US listing, despite prior US government shutdown delays.

Summary

• CoinShares International Limited and Vine Hill Capital Investment Corp. are proceeding with a joint merger plan, including a court-sanctioned scheme of arrangement.
• The transaction aims to change CoinShares' listing venue from Nasdaq Stockholm to the Nasdaq Stock Market in the United States, or any other public stock market or exchange in the United States.
• The parties have agreed to accelerate the timetable for the transaction in an effort to partially offset delays that arose due to the shutdown of the U.S. federal government in late 2025.
• The Scheme of Arrangement remains conditional on, among 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.
• CoinShares has applied for the suspension of trading and delisting of its ordinary shares from Nasdaq Stockholm as part of the transaction, with the last day of trading expected on March 20, 2026, and delisting on March 31, 2026.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing positively as it confirms the acceleration of a significant strategic transaction for CoinShares, moving towards a major U.S. listing, despite an earlier government-related delay.

Positives

• The timetable for the transaction has been accelerated to partially offset previous delays.
• The transaction facilitates a change of listing venue for CoinShares shares from Nasdaq Stockholm to the Nasdaq Stock Market in the United States, potentially increasing liquidity and investor access.

Negatives

• The transaction experienced delays due to the shutdown of the U.S. federal government in late 2025.

Risks

• The Transactions may not be completed in a timely manner or at all, which may adversely affect the price of Vine Hill's and/or CoinShares' securities.
• The Transactions may not be completed by Vine Hill's business combination deadline.
• 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.
• 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.
• 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.
• Failure of Odysseus Holdings to obtain or maintain the listing of its securities on any securities exchange after the closing.
• Costs related to the Transactions and as a result of Odysseus Holdings becoming a public company that 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 Odysseus Holdings 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 Odysseus Holdings.
• The outcome of any event, change or other circumstance that could give rise to the inability to consummate the Business Combination.
• 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.
• 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 of the Business Combination.
• Treatment of digital assets, including cryptocurrencies and blockchain-related alternative investments, for U.S. and foreign tax purposes.
• Challenges in implementing CoinShares and/or Odysseus Holdings business plan due to operational challenges, significant competition and regulation.
• 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.
• Trading price and volume of Odysseus Holdings ordinary shares may be volatile following the Transactions and an active trading market may not develop.
• 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.
• 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.
• Conflicts of interest that may arise from investment and transaction opportunities involving Odysseus Holdings, 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 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.
• 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.
• The emergence or growth of other digital assets, including those with significant private or public sector backing, could have a negative impact on the value of digital assets and adversely affect CoinShares and/or Odysseus Holdings business.
• 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.

Future Outlook

The transaction is expected 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. The updated timetable aims to accelerate the completion of the transaction, with key milestones including shareholder meetings, delisting from Nasdaq Stockholm, and listing on Nasdaq US by early April 2026. All dates are expected and subject to change.

Industry Context

StockSavvy.ai notes that this transaction reflects a broader trend of digital asset management firms seeking listings on major U.S. exchanges to enhance liquidity, attract a wider investor base, and gain greater visibility within the global financial markets. The use of a SPAC (Vine Hill Capital Investment Corp.) as a vehicle for this listing underscores the continued appeal of SPACs for companies in emerging sectors like digital assets to go public.

Stakeholder Impact

• Shareholders: CoinShares shareholders will vote on the Scheme of Arrangement, their shares will be delisted from Nasdaq Stockholm and new Odysseus Holdings ordinary shares will be issued and listed on Nasdaq US. Vine Hill shareholders will also vote on the transactions.
• Investors: Potential for increased liquidity and broader investor access due to U.S. listing. Risk of dilution for Odysseus Holdings shareholders.
• Employees: No direct impact mentioned, but general business risks could affect employees.

Next Steps

• Jersey Court Meeting and Scheme General Meeting on March 19, 2026.
• Last day of trading of CoinShares Shares on Nasdaq Stockholm on March 20, 2026.
• Suspension of trading of CoinShares Shares from Nasdaq Stockholm on March 23, 2026.
• Special Meeting in Vine Hill on or around March 27, 2026.
• Completion of the SPAC Merger on or around March 30, 2026.
• Sanction Hearing on or around March 30, 2026.
• Completion of the Private Placement on or around March 31, 2026.
• Completion of the Transaction (Scheme of Arrangement becoming effective) on or around March 31, 2026.
• Delisting of CoinShares ordinary shares from Nasdaq Stockholm on or around March 31, 2026.
• Issue of Odysseus Holdings ordinary shares on or around March 31, 2026.
• First day of trading of Odysseus Holdings ordinary shares on Nasdaq Stock Market in the United States on or around April 7, 2026.

Key Dates

Keywords

CoinShares, Vine Hill Capital Investment Corp., Odysseus Holdings, SPAC, Merger, Nasdaq Stockholm, Nasdaq Stock Market, Delisting, Relisting, Digital Asset Manager, Cryptocurrency, Blockchain, Scheme of Arrangement, SEC Filing, Form 425