425: CoinShares to List on Nasdaq via $1.2B SPAC Merger

Digital asset manager CoinShares International will go public in the U.S. through a $1.2 billion business combination with SPAC Vine Hill Capital Investment Corp., aiming for Nasdaq listing and global expansion.

Summary

• CoinShares International Limited, a leading European digital asset manager with approximately $10 billion in Assets Under Management (AuM), is merging with Vine Hill Capital Investment Corp. (SPAC) to become a U.S. publicly traded company, Odysseus Holdings Limited (Holdco).
• The transaction values CoinShares at $1.2 billion pre-money equity value on a pro-forma basis.
• Vine Hill Capital Sponsor I LLC will forfeit 2,933,333 SPAC Class B ordinary shares and all private placement warrants for no consideration, reducing potential dilution for public shareholders.
• An institutional investor, Alyeska Master Fund, is making a $50 million PIPE investment, subscribing for 5,000,000 CoinShares Ordinary Shares at $10.00 per share and receiving an additional 1,666,667 shares as a commitment fee.
• Existing CoinShares shareholders will exchange their shares for Holdco Ordinary Shares at an Equity Exchange Ratio, while SPAC Class A shares will convert 1:1 into Holdco Ordinary Shares.
• Vested CoinShares options will be converted into cash payments, and unvested options will be converted into Holdco options with adjusted terms.
• Holdco Ordinary Shares are expected to be listed on The Nasdaq Stock Market, and CoinShares will delist from Nasdaq Stockholm.
• The transaction is subject to shareholder approvals from both SPAC and CoinShares, as well as various regulatory approvals, and is expected to close by the end of Q4 2025.
• CoinShares reported $184 million in adjusted revenue and $126 million in adjusted EBITDA for FY2024, with a 76% adjusted EBITDA margin in 1H 2025 and 68% in CY2024.
• The transaction is priced at 7.3x Enterprise Value / CY2024 Adjusted EBITDA and 10.7x Price / Earnings, which is presented as a substantial discount to listed peers.

Sentiment

Score: 8

Explanation: The filing outlines a strategic and financially attractive business combination for CoinShares, enabling U.S. market access and growth. Strong financial performance, favorable valuation multiples compared to peers, and significant sponsor forfeiture are key positives. While inherent risks in the digital asset space and SPAC transactions exist, the overall strategic rationale and deal terms appear highly beneficial for CoinShares and its shareholders.

Positives

• CoinShares is a market leader in digital asset ETPs, ranking fourth globally and first in EMEA with a 34% market share.
• The company has demonstrated significant growth, with AuM more than tripling and adjusted revenue growing 96% from FY2023 to FY2024.
• CoinShares operates with high profitability, achieving a 76% Adjusted EBITDA margin in 1H 2025 and 68% in CY2024.
• The transaction provides CoinShares with access to the deeper U.S. capital markets, enhancing liquidity and institutional investor participation.
• The SPAC sponsor's forfeiture of 2,933,333 Class B shares and all private placement warrants reduces potential dilution for public shareholders.
• A $50 million PIPE investment from an institutional investor (Alyeska Master Fund) anchors the transaction, demonstrating confidence.
• The valuation metrics (7.3x EV/CY2024 Adj. EBITDA, 10.7x P/E) are presented as a substantial discount compared to industry peers (20.9x and 25.4x respectively).
• The company has a diversified product suite and a robust operating model built for scale, generating steady, recurring revenue.
• The management team has deep experience in traditional finance and digital asset markets, with substantial alignment (over 50% ownership by management and founders).
• The transaction is expected to unlock shareholder value and support future M&A initiatives.

Negatives

• The transaction involves a complex multi-step merger and scheme of arrangement across different jurisdictions (Cayman Islands, Jersey, U.S.).
• SPAC shareholders may experience dilution from the exercise of existing warrants and future equity issuances.
• The value of Holdco Ordinary Shares received by the SPAC sponsor is likely to be substantially higher than the nominal price paid for their original SPAC Class B shares, potentially leading to immediate and material dilution for other investors.
• The company's market capitalization has been limited by its current Nasdaq Stockholm listing, indicating potential challenges in attracting broader investor interest.
• The digital asset industry is highly volatile, and market prices of digital assets can fluctuate rapidly, impacting AuM and revenues.
• The regulatory landscape for digital assets is still evolving, creating uncertainty and potential for adverse developments.
• The company's long-term success depends on its ability to expand sales in the U.S. and globally, which carries inherent risks of international operations.
• There is a risk of significant transaction and transition costs associated with becoming a U.S.-listed public company.

Risks

• Operating results may fluctuate significantly due to the highly volatile nature of cryptocurrency prices.
• Any reduction in AuM, whether from market value decline or net outflows, would adversely affect investment management fees and net income.
• The market price of Holdco's securities may be impacted by the acceptance of Bitcoin and other digital assets, which are extraordinarily volatile.
• Regulatory changes, including potential reclassification of digital assets as securities or Holdco as an investment company under the Investment Company Act of 1940, could adversely affect the business.
• Lack of familiarity or negative publicity associated with digital asset trading platforms could erode confidence among customers, counterparties, and regulators.
• Failure of the company or its third-party service providers to safeguard funds and digital assets could lead to adverse business impacts.
• Inability to develop new products and services, or exposure to additional costs/operational risks from new product development.
• Risks associated with international operations, including expanding sales in the U.S. and other jurisdictions.
• Changes in digital asset network governance or protocols may not receive sufficient support, negatively affecting growth.
• Poor investment performance of products or the lack of soundness of other financial institutions could lead to losses.
• Competitive pressures may force a reduction in fees, impacting profitability.
• Losses may occur due to staking, delegating, custody arrangements, and other related services.
• Failure to properly address transformative pressures in the asset management industry could negatively impact the business.
• Regulatory enforcement actions or significant changes in laws could damage reputation or decrease AuM, revenues, and liquidity.
• The company's management team lacks experience managing a U.S. publicly traded company, potentially leading to challenges in compliance and investor relations.
• The Business Combination may not be completed in a timely manner or at all, or fail to realize anticipated benefits.
• High levels of redemptions by Vine Hill's public shareholders could reduce available funds and make listing difficult.
• An active trading market for Holdco's securities may not develop, limiting liquidity for investors.
• Future resales of Holdco's securities by existing shareholders could cause the share price to decline.
• Dilution to Holdco shareholders may occur from the exercise of existing warrants and future equity issuances.
• Digital asset trading venues may experience greater fraud, security failures, or operational problems.
• Risks related to the custody of digital assets, including loss or destruction of private keys and cyberattacks.
• The emergence or growth of other digital assets could negatively impact the value of current digital assets and the business.
• Litigation relating to the Business Combination could result in injunctions, substantial costs, or adverse business effects.

Future Outlook

CoinShares anticipates accelerating its global leadership ambitions by leveraging its proven European playbook to expand into the U.S. market, driven by improving regulatory clarity and increasing institutional adoption of digital assets. The company plans to launch new, sophisticated digital asset products, deepen institutional relationships, and pursue opportunistic M&A to consolidate market share and scale its operations. It expects continued strong cash generation to fund organic growth and strategic acquisitions.

Management Comments

• Jean-Marie Mognetti, CEO & Co-Founder of CoinShares, stated that the transaction 'signals a strategic transition for CoinShares, accelerating our ambition for global leadership, supported by favorable regulatory tailwinds.'
• Mognetti also noted, '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.'
• 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.'
• Petruska highlighted CoinShares' 'consistently impressive ~70% adjusted EBITDA margins in CY2024, combined with U.S. capital markets access and distribution, creates an unstoppable growth engine.'

Industry Context

This business combination is a significant move within the rapidly evolving digital asset industry, reflecting a broader trend of institutionalization and increasing regulatory clarity, particularly in the U.S. The approval of spot Bitcoin and Ethereum ETFs in the U.S. has created tailwinds for compliant operators, attracting traditional investors. CoinShares, already a leader in Europe, is strategically positioning itself to capitalize on the large and growing U.S. market, differentiating itself through specialized expertise and sophisticated product offerings beyond basic beta exposure, aiming to integrate U.S. and European operations into a unified cross-Atlantic ETF platform.

Comparison to Industry Standards

• CoinShares ranks as the fourth-largest manager of digital asset ETPs globally, behind BlackRock, Grayscale, and Fidelity, and holds the #1 market position in EMEA with a 34% market share.
• The transaction is priced at 7.3x Enterprise Value / CY2024 Adjusted EBITDA and 10.7x Price / Earnings, which is presented as a substantial discount compared to listed peers, which trade at medians of 20.9x and 25.4x respectively.
• CoinShares' 76% Adjusted EBITDA margin in 1H 2025 and 68% in CY2024 are highlighted as consistently impressive, suggesting strong operational efficiency compared to industry norms.

Management Changes

Corporate Governance

Related Party Transactions

• Vine Hill Capital Sponsor I LLC (Sponsor) will forfeit 2,933,333 SPAC Class B ordinary shares and all SPAC private placement warrants for no consideration.
• Sponsor has agreed to vote its SPAC Ordinary Shares in favor of the Business Combination and related transactions.
• Sponsor will waive any anti-dilution rights with respect to the conversion rate of SPAC Class B Shares.
• Sponsor will not transfer, redeem, or cause redemption of its SPAC Class B or Class A shares prior to closing.
• Sponsor will cause any loans made to SPAC by Sponsor or its management teams to be forgiven for no consideration.
• Key CoinShares Shareholders (holding at least 75% of outstanding CoinShares Ordinary Shares) have entered into a Shareholder Support Agreement to vote in favor of the Business Combination, waive preemption rights, and not transfer or redeem their shares prior to closing.
• Sponsor and Key CoinShares Shareholders will enter into a Lock-Up Agreement for Holdco Ordinary Shares received, subject to transfer restrictions for 6 months post-closing, with certain early release conditions based on share price performance ($18.00 and $22.00 thresholds).
• Holdco, SPAC Merger Sub, Sponsor, and certain securityholders will amend and restate the Registration Rights Agreement, granting customary registration rights to Sponsor and other securityholders.
• Jeri-Lea Brown, Corporate Secretary of CoinShares, is the sole owner of Odysseus Holdings Limited, which is formed solely to facilitate the transaction. Her indirect holdings in CoinShares are less than 0.001%.

Stakeholder Impact

• **Shareholders (CoinShares)**: Expected to receive a premium on their shares and gain access to the U.S. capital markets, potentially increasing liquidity and valuation. Will become shareholders of Holdco.
• **Shareholders (SPAC)**: Their shares will convert to Holdco shares. The sponsor's forfeiture of shares and warrants reduces dilution, potentially benefiting public SPAC shareholders. However, dilution from existing warrants and future equity issuances remains a risk.
• **Employees**: No significant changes to CoinShares' employees, existing organization, or operations are currently planned. An incentive equity plan will be adopted by Holdco to incentivize executives and other employees.
• **Customers**: The transaction aims to enhance CoinShares' global leadership and product offerings, potentially leading to more diverse and sophisticated digital asset investment solutions.
• **Management**: The management teams of CoinShares and Vine Hill will lead the combined entity, with CoinShares' CEO Jean-Marie Mognetti continuing in his role. The Holdco board will include directors from both entities, with a majority being independent.
• **Regulatory Bodies**: The transaction requires approvals from various governmental entities, including the SEC, Royal Court of Jersey, and others, ensuring compliance with relevant laws and regulations.

Next Steps

• Holdco will file a registration statement on Form F-4 with the SEC, including a preliminary proxy statement for Vine Hill and a prospectus for Holdco.
• SPAC and CoinShares shareholders must approve the Business Combination Agreement and related matters at their respective special meetings.
• CoinShares will apply to the Royal Court of Jersey for an order convening a meeting of CoinShares shareholders for the Scheme of Arrangement.
• The Royal Court of Jersey must sanction the Scheme of Arrangement, and the Act of the Court must be delivered to the Jersey Registrar of Companies.
• Holdco Ordinary Shares must be approved for listing on The Nasdaq Stock Market.
• CoinShares intends to file a delisting application to Nasdaq Stockholm, conditional on the transaction's completion.
• Holdco will approve and adopt a customary incentive equity plan with an initial share reserve of up to 11% of fully diluted Holdco Ordinary Shares, with up to a 3% annual evergreen increase.
• Holdco will file an effective registration statement on Form S-8 (or other applicable form) for the Incentive Equity Plan after 60 days post-closing.
• SPAC and Holdco will execute a warrant assumption agreement for the conversion of SPAC Public Warrants into Holdco Public Warrants.
• CoinShares will deliver PCAOB Audited Financial Statements to SPAC by December 31, 2025.

Key Dates

Recommendation

The business combination presents a compelling opportunity for CoinShares to transition from a European leader to a global player in the rapidly expanding digital asset management sector. The $1.2 billion valuation, coupled with strong financial performance (high AuM growth, impressive EBITDA margins), positions the company favorably. The transaction is structured with terms beneficial to public shareholders, including significant sponsor share forfeiture and a PIPE investment from a reputable institutional investor. The move to a Nasdaq listing is strategic, offering access to deeper capital markets and enhanced liquidity, which should support future growth and M&A initiatives. While risks inherent to the volatile digital asset market and SPAC transactions exist, CoinShares' established market leadership, diversified product suite, and robust operating model provide a strong foundation. The stated valuation discount relative to peers further enhances the investment appeal for long-term investors bullish on the institutionalization of digital assets.

Keywords

Digital Asset Management, Cryptocurrency, ETP, SPAC, Business Combination, Nasdaq Listing, CoinShares, Vine Hill Capital, Odysseus Holdings, Blockchain, Asset Under Management, Institutional Investment, Crypto ETFs, Financial Technology, Capital Markets