425: CoinShares Merger Advances with Jersey Court Hearing

CoinShares announces a Royal Court of Jersey hearing date for its proposed $1.2 billion merger with Vine Hill Capital Investment Corp., marking a key procedural milestone towards a U.S. listing.

Summary

• CoinShares International Limited announced a directions hearing for 17 February 2026, at the Royal Court of Jersey, in connection with its proposed business combination with Vine Hill Capital Investment Corp.
• This hearing is a key procedural milestone to approve the form of shareholder documentation and provide directions for convening requisite shareholder meetings.
• Subject to Court approval, the Company expects to publish the Scheme Circular and related documentation on or around 18 February 2026.
• Odysseus Holdings Limited anticipates publishing the Swedish offer document on or around 25 February 2026.
• A draft registration statement on Form F-4 was confidentially submitted to the U.S. Securities and Exchange Commission (SEC) on 21 November 2025, advancing the path to a U.S. listing.
• The transaction values CoinShares at USD 1.2 billion, based on its 2024 full-year adjusted EBITDA.
• This 2024 EBITDA was generated during a period when bitcoin averaged $65,964, compared to current prices of approximately $90,000.
• Completion of the transaction remains subject to customary closing conditions, including shareholder approvals, requisite Acts of the Royal Court of Jersey, effectiveness of the F-4, and certain local regulatory approvals.

Sentiment

Score: 7

Explanation: The filing indicates positive progress on a significant merger and U.S. listing, with key procedural milestones being met. The commitment from both boards and major shareholders is a strong positive. The valuation based on past performance with lower Bitcoin prices also suggests potential upside. However, it is a procedural update, not a financial results announcement, and a substantial list of risks is detailed, preventing a higher score.

Positives

• The scheduling of the Royal Court of Jersey directions hearing for 17 February 2026 represents a key procedural milestone, indicating positive progress towards the merger.
• The confidential submission of the draft Form F-4 to the SEC on 21 November 2025 demonstrates advancement towards a U.S. listing.
• The boards of CoinShares and Vine Hill, along with CoinShares' major shareholders, remain fully committed to completing the transaction.
• The transaction values CoinShares at USD 1.2 billion based on 2024 adjusted EBITDA, which was generated when Bitcoin prices averaged $65,964, compared to current prices of approximately $90,000, suggesting potential for higher current valuation or strong underlying performance.

Risks

• The Transactions may not be completed in a timely manner or at all, which could 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 shareholder approvals and obtaining requisite Acts of the Royal Court of Jersey.
• Failure to realize the anticipated benefits of the Transactions, which may be affected by factors such as competition, the ability to grow profitably, maintain customer relationships, retain key employees, capital expenditures, and demand for digital assets.
• High levels of redemptions by Vine Hill's public shareholders could reduce funds available 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 Transactions and becoming a 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.
• 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 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, 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 of the Business Combination.
• Treatment of digital assets, including cryptocurrencies, 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.
• Being considered 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.
• Trading price and volume of Holdco ordinary shares may be volatile following the Transactions, and an active trading market may not develop.
• 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.
• 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.
• 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 and cyberattacks or other data loss.
• A security breach, cyber-attack, or other event where unauthorized parties obtain access to CoinShares or Holdco's digital assets, which could cause loss of assets and materially adversely affect financial condition.
• 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 Holdco's business.
• Potential regulatory changes reclassifying certain digital assets as securities could lead to CoinShares and/or Holdco's classification as an investment company under the Investment Company Act of 1940 and could adversely affect market prices.

Future Outlook

The Company will provide further updates on the anticipated timeline for the U.S. listing 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, along with CoinShares' major shareholders, remain fully committed to completing the transaction.

Management Comments

• The boards of CoinShares and Vine Hill, together with CoinShares major shareholders, remain fully committed to completing this Transaction.

Industry Context

This announcement reflects the ongoing trend of digital asset managers seeking broader market access and liquidity, particularly through U.S. listings. The valuation of CoinShares, a leading global digital asset manager, at $1.2 billion, and the mention of Bitcoin's price fluctuations, underscore the significant and volatile nature of the digital asset market. The move to list in the U.S. via a SPAC merger with Vine Hill Capital Investment Corp. positions CoinShares to tap into a larger investor base and potentially enhance its competitive standing in the rapidly evolving digital asset financial services sector.

Comparison to Industry Standards

• The filing does not provide specific comparable companies, projects, or results for direct assessment against global benchmarks. It focuses on the procedural steps of the merger rather than operational performance comparisons.

Legal Proceedings

• The filing mentions 'the outcome of any legal proceedings that may be instituted against Vine Hill, CoinShares, Holdco and/or any of their respective affiliates or others' as a risk factor, but does not disclose any current legal proceedings.

Related Party Transactions

• The filing refers to Vine Hill's Annual Report on Form 10-K for information on 'Certain Relationships and Related Party Transactions,' but does not disclose new related party dealings in this specific filing.

Stakeholder Impact

• Shareholders (CoinShares & Vine Hill): The transaction's progress could lead to a U.S. listing, potentially increasing liquidity and market access. However, they face risks related to transaction completion, dilution, and market volatility.
• Employees (CoinShares & Vine Hill): The merger could lead to integration challenges or changes in corporate structure, but also potential growth opportunities.
• Customers (CoinShares): A successful U.S. listing and expanded operations could enhance service offerings and stability.
• Regulatory Authorities (SEC, JFSC, AMF, NFA, FINRA): The transaction requires multiple regulatory approvals and filings, indicating ongoing oversight.

Next Steps

• Royal Court of Jersey directions hearing on 17 February 2026.
• Court to approve form of shareholder documentation and provide directions for convening shareholder meetings.
• Publication of the Scheme Circular and related documentation on or around 18 February 2026 (subject to Court approval).
• Publication of the Swedish offer document by Odysseus Holdings Limited on or around 25 February 2026.
• Continued engagement with the SEC regarding the Form F-4.
• Further updates on the anticipated timeline for the U.S. listing.
• Obtaining approval of CoinShares and Vine Hill's respective shareholders.
• Obtaining the requisite Acts of the Royal Court of Jersey.
• Effectiveness of the F-4 registration statement.
• Receipt of certain local regulatory approvals.

Key Dates

Recommendation

The filing provides a positive update on the procedural progress of a significant merger and U.S. listing for CoinShares, a leading digital asset manager. The commitment from management and the valuation context (2024 EBITDA with lower Bitcoin prices) are encouraging. However, this is a procedural update, not a financial performance report, and the completion of the transaction is still subject to multiple conditions and a comprehensive list of risks. Given the inherent volatility of the digital asset market and the complexities of SPAC mergers, a 'hold' recommendation is prudent until more definitive financial and operational details post-merger are available, and the numerous risks outlined are further mitigated or clarified. Investors should monitor the upcoming shareholder meetings and SEC engagement closely.

Keywords

CoinShares, Vine Hill Capital, SPAC, Merger, Business Combination, Digital Assets, SEC Filing, Form F-4, U.S. Listing, Royal Court of Jersey, Scheme of Arrangement, Cryptocurrency, Blockchain, Asset Management, Financial Services, Investment Management, Nasdaq Stockholm, OTCQX