Announcement • Apr 02

CoinShares International Limited (OM:CS) completed the acquisition of Vine Hill Capital Investment Corp. (NasdaqGM:VCIC) from Vine Hill Capital Sponsor I LLC and others in a reverse merger transaction.

CoinShares International Limited (OM:CS) entered into non-binding letter of intent to acquire Vine Hill Capital Investment Corp. (NasdaqGM:VCIC) from Vine Hill Capital Sponsor I LLC and others in a reverse merger transaction for $1.3 billion on June 21, 2025. CoinShares International Limited entered into a definitive business combination agreement to acquire Vine Hill Capital Investment Corp. from Vine Hill Capital Sponsor I LLC and others in a reverse merger transaction on September 8, 2025. Based on the number ordinary shares in CoinShares as of 8 September 2025, will be exchanged for the number of Holdco Ordinary Shares equal to the quotient obtained by dividing (i)(A) $1.2 billion divided by (B) the number of Fully Diluted CoinShares Equity Securities (as defined below) (such quotient obtained by dividing (A) by (B), the “ Equity Value Per Share ”) by (ii) $10.00 (such quotient obtained by dividing (i) by (ii), the “ Equity Exchange Ratio ”). The transaction would allow CoinShares to become publicly listed on the Nasdaq Stock Market in the United States. The transaction is subject to receipt of the SPAC Shareholder Approval; (ii) receipt of the CoinShares Shareholder Approval; (iii) receipt of certain specified regulatory approvals, including, without limitation, expiration or termination of any waiting period under the Hart-Scott-Rodino Act; (iv) consummation of the Transactions not being prohibited or enjoined by any order, rule, regulation or other applicable law; (v) absence of any SPAC secured creditors; (vi) Holdco Ordinary Shares having been approved for listing on The Nasdaq Stock Market (“ Nasdaq ”) (or any other public stock market or exchange in the United States as may be agreed by CoinShares and SPAC), subject to official notice of issuance thereof; (vii) effectiveness of the Registration Statement in accordance with the Securities Act, and absence of any stop order issued by the SEC which remains in effect with respect to the Registration Statement; and (viii) the Act of the Court having been obtained and delivered to the Jersey Registrar of Companies. Board of directors of SPAC and company has unanimously approved the deal. The Business Combination Agreement may be terminated at any time prior to the Closing, among other things: (i) by mutual written agreement of SPAC and CoinShares at any time, (ii) by either SPAC or CoinShares if the Transactions shall not have been consummated by June 8, 2026; (iii) by either SPAC or CoinShares if a Governmental Entity of competent jurisdiction shall have issued an Order or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Transactions, including the Mergers, which Order or other action is final and nonappealable; (iv) by CoinShares, upon notice and subject to specified conditions with respect to cure of relevant defaults, if any information made public by SPAC, or otherwise made available to CoinShares, Holdco or SPAC Merger Sub by SPAC, is inaccurate, incomplete or misleading in any material respect, or if SPAC has failed to make public all information which is required to be made public under applicable law; (v) by SPAC, upon notice and subject to specified conditions with respect to cure of relevant defaults, upon a breach of any representation, warranty, covenant or agreement set forth in the Business Combination Agreement on the part of CoinShares, Holdco or SPAC Merger Sub, or if any representation or warranty of CoinShares shall have become untrue, in each case, such that the conditions would not be satisfied; (vi) by either SPAC or CoinShares if the SPAC Shareholder Approval is not obtained; or (vii) by either SPAC or CoinShares if the CoinShares Shareholder Approval and the Act of the Court are not obtained. The Business Combination which is expected to close by the end of the fourth quarter of 2025. As of November 26, 2025, completion of the Transaction is expected to occur on or around the end of Q1 2026. On January 30, 2026, CoinShares announces that it has received irrevocable undertakings from Viktor Fritzén, Johan Lundberg, and Carsten Køppen, all members of the Board of Directors of CoinShares to, among other things, vote in favor of the transaction. As of March 19, 2026, the transaction has been approved by the shareholders of CoinShares and antitrust approvals and regulatory approvals in the United States, France and Jersey, have been satisfied. The transaction is expected to close on or around March 31, 2026. As part of the Transaction, the board of directors of CoinShares resolved to apply for the suspension of trading and delisting of CoinShares’ ordinary shares from Nasdaq Stockholm. The application has been submitted by CoinShares on its own initiative and is not the result of any request by Odysseus Holdings or any other third party. The delisting of CoinShares’ ordinary shares is conditional upon the registration of the court order sanctioning the Scheme of Arrangement with the Jersey Companies Registrar. As of March 19, 2026, CoinShares Shareholders approved the transaction. As on March 27, 2026, the transaction have been approved by the shareholders of Vine Hill Capital Investment Corp. As of March 30, 2026, the Court Order sanctioning the Scheme of Arrangement. The Scheme of Arrangement remains conditional on, and will become Effective upon, the delivery of a copy of the Court Order to the Jersey Registrar of Companies for registration, which is intended to occur on 31 March 2026. Stifel and Keefe, Bruyette and Woods (KBW), a Stifel Company, are acting as financial advisors to CoinShares, as well as Sole Placement Agent. Jeff Gilson and Joel Rubinstein of White & Case LLP are serving as legal counsel to CoinShares as to U.S. law, U.K. law and Swedish law and Carey Olsen is serving as legal counsel to CoinShares as to Jersey law and Cayman Islands law. Jonathan Ko, Joseph Swanson and Andrew Goodman of Paul Hastings LLP, Ola Åhman of Advokatfirman HammarskiÖLd & Co Ab, Appleby (BVI) Limited and Appleby Global Services (Cayman) Limited are serving as legal counsels to Vine Hill. Steven Stokdyk of Latham & Watkins LLP is serving as legal counsel to Stifel. Eight Advisory UK Limited acted as fairness opinion provider to CoinShares. Sodali & Co. acted as proxy solicitor for Vine Hill for a fee of $0.0275 million. The transfer agent for Vine Hill’s securities is Computershare Trust Company, National Association. The transfer agent for Holdco’s securities is Computershare Trust Company, N.A. CoinShares International Limited (OM:CS) completed the acquisition of Vine Hill Capital Investment Corp. (NasdaqGM:VCIC) from Vine Hill Capital Sponsor I LLC and others in a reverse merger transaction on March 31, 2026. The transaction became effective following the delivery of a copy of the Court Order to the Jersey Registrar of Companies today for registration. Nasdaq Stockholm will proceed with the delisting of CoinShares Shares as soon as possible.

Capital Markets Industry Growth	10.26%
Revenue growth rate	18.40%
Return on equity	23.96%
Net Margin	68.97%
Next Earnings Update	05 Aug 2026

Date	Revenue	Earnings	G+A Expenses
31 Dec 25	166	114	47
30 Jun 25	126	125	42
31 Mar 25	118	117	40
31 Dec 24	156	162	55
30 Sep 24	99	-540	35
30 Jun 24	82	111	32
31 Mar 24	67	92	31
31 Dec 23	88	76	28
30 Sep 23	48	655	24
30 Jun 23	50	679	25
31 Mar 23	53	327	16
31 Dec 22	62	629	21
30 Sep 22	76	-600	30
30 Jun 22	92	-1,256	33
31 Mar 22	107	-503	47
31 Dec 21	109	-3,262	43
30 Sep 21	84	-3,972	35
30 Jun 21	67	-3,587	32
31 Mar 21	44	-4,289	23
31 Dec 20	25	-1,727	20
30 Sep 20	18	-163	16
31 Dec 19	15	-137	12
31 Dec 18	13	668	14

Data	Last Updated (UTC time)
Company Analysis	2026/06/05 11:14
End of Day Share Price	2026/06/05 00:00
Earnings	2025/12/31
Annual Earnings	2025/12/31

Package	Data	Timeframe	Example US Source ^*
Company Financials	10 years	Income statement Cash flow statement Balance sheet	SEC Form 10-K SEC Form 10-Q
Analyst Consensus Estimates	+3 years	Forecast financials Analyst price targets	Analyst Research Reports Blue Matrix
Market Prices	30 years	Stock prices Dividends, Splits and Actions	ICE Market Data SEC Form S-1
Ownership	10 years	Top shareholders Insider trading	SEC Form 4 SEC Form 13D
Management	10 years	Leadership team Board of directors	SEC Form 10-K SEC Form DEF 14A
Key Developments	10 years	Company announcements	SEC Form 8-K

Analyst	Institution
null null	ABG Sundal Collier
null null	ABG Sundal Collier Sponsored
Mark Palmer	BTIG

CoinShares Past Earnings Performance

Past criteria checks 3/6

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Investor sentiment deteriorates as stock falls 16%

New minor risk - Profit margin trend

CoinShares Could Have Significant Upside Potential

New major risk - Shareholder dilution

CoinShares International Limited (OM:CS) completed the acquisition of Vine Hill Capital Investment Corp. (NasdaqGM:VCIC) from Vine Hill Capital Sponsor I LLC and others in a reverse merger transaction.

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