Vine Hill Capital SPAC Merges with CoinShares, Nasdaq Listing

St. Helier, Jersey, Channel Islands - Vine Hill Capital Investment Corp. (Nasdaq: VCIC), a Cayman Islands exempted company, announced a definitive Business Combination Agreement with CoinShares International Limited, a leading European digital asset management firm. Following the transaction, Odysseus Holdings Limited ("Holdco"), a Jersey-based private company, will become the publicly traded parent company, to be renamed CoinShares PLC (Nasdaq: CS).

The Business Combination involves a multi-step process. First, Vine Hill will merge with and into Odysseus (Cayman) Limited ("SPAC Merger Sub"), a wholly-owned subsidiary of Holdco. In this "SPAC Merger," each Vine Hill Class A ordinary share will convert into one Holdco Ordinary Share, and existing Vine Hill Public Warrants will become Holdco Warrants. Subsequently, SPAC Merger Sub will acquire CoinShares through a court-sanctioned scheme of arrangement under Jersey law. CoinShares shareholders will exchange their shares for Holdco Ordinary Shares based on a pre-determined Equity Exchange Ratio, while vested CoinShares Options will convert to cash, and unvested options to Holdco Options. After these mergers, SPAC Merger Sub will distribute remaining cash from Vine Hill's trust account to Holdco and be liquidated, making CoinShares the sole direct subsidiary of CoinShares PLC.

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