Company Description
Vine Hill Capital Investment Corp. (trading as VCICU on the Nasdaq Global Market) is a special purpose acquisition company (SPAC) in the Financial Services sector, classified under shell companies. According to its public disclosures, the company was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
The company’s units began trading on Nasdaq under the ticker symbol VCICU on September 6, 2024. Each unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a specified exercise price, subject to certain adjustments, as described in the company’s offering documents. Once the securities comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to trade on Nasdaq under the symbols VCIC and VCICW, respectively.
Vine Hill Capital Investment Corp. states that it may pursue an initial business combination in any business, industry, sector or geographical location. However, it has indicated an intention to focus its search on a target business in the industrial and services industries. The company believes the expertise of its management team in these areas will provide it with an advantage in identifying and completing a successful initial business combination, subject to shareholder approval and applicable regulatory requirements.
The SPAC is sponsored by an affiliate of Vine Hill Capital Partners, as described in third-party reference data. Vine Hill Partners, identified as an affiliate of Vine Hill Capital Investment Corp., is described as an alternative investment manager dedicated to helping businesses achieve their potential and unlocking shareholder value through the public markets. This sponsorship structure aligns Vine Hill Capital Investment Corp. with an investment platform that focuses on transactions involving public market access.
Vine Hill Capital Investment Corp. is organized as a Cayman Islands exempted company, as disclosed in its SEC filings. The company has identified Fort Lauderdale, Florida, as the location of its principal offices in regulatory filings. It has also indicated that it is an emerging growth company under applicable U.S. securities laws, which affects certain reporting and disclosure obligations.
Business purpose and focus
The company’s stated business purpose is to complete an initial business combination with one or more businesses. This may take the form of a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar transaction. The company’s disclosures emphasize flexibility across industries and geographies, with an intended focus on industrial and services businesses.
As a SPAC, Vine Hill Capital Investment Corp. raises capital through an initial public offering of units and deposits the proceeds into a trust account for the benefit of its public shareholders. The company’s public communications reference a trust account held for its public shareholders, which is relevant in connection with potential redemptions and the funding of a future business combination, as described in its SEC filings.
Nasdaq listing and unit structure
The company’s units are listed on the Nasdaq Global Market under the symbol VCICU. Each unit comprises one Class A ordinary share and one-half of one redeemable warrant. The warrants are exercisable for Class A ordinary shares at a specified exercise price, subject to adjustments described in the company’s offering documents and SEC filings. Once the components of the units begin separate trading, the Class A ordinary shares and warrants are expected to trade under the symbols VCIC and VCICW.
The company’s SEC filings describe the treatment of its units, Class A ordinary shares, Class B ordinary shares and warrants in connection with a potential business combination. For example, in connection with a proposed business combination, the company has disclosed that each SPAC unit issued in its initial public offering will be separated into one SPAC Class A ordinary share and one-half of one public warrant, with fractional warrants rounded down to the nearest whole number. After separation, the units will be automatically cancelled and cease to exist.
Business combination agreement with CoinShares
According to a Form 8-K filed with the U.S. Securities and Exchange Commission, on September 8, 2025, Vine Hill Capital Investment Corp. entered into a Business Combination Agreement with CoinShares International Limited, Odysseus Holdings Limited and Odysseus (Cayman) Limited. The filing refers to Vine Hill Capital Investment Corp. as “SPAC” and describes a series of transactions referred to as the “Business Combination” or the “Transactions.”
Under the Business Combination Agreement, and subject to the terms and conditions set forth therein, Vine Hill Capital Investment Corp. will merge with and into a Cayman Islands exempted company referred to as SPAC Merger Sub, with SPAC Merger Sub being the surviving entity as a direct, wholly owned subsidiary of Holdco (Odysseus Holdings Limited). Each SPAC shareholder is expected to receive one Holdco ordinary share for each SPAC Class A ordinary share, in accordance with the terms of the Business Combination Agreement.
The agreement also contemplates that, subject to shareholder approvals and court sanction under Jersey law, SPAC Merger Sub will acquire CoinShares International Limited by way of a court-sanctioned scheme of arrangement. As a result of the transactions described in the Form 8-K, Vine Hill Capital Investment Corp. and CoinShares International Limited are expected to become wholly owned subsidiaries of Holdco, and Holdco is expected to become a publicly traded company, subject to satisfaction of the conditions in the Business Combination Agreement.
Capital structure and sponsor arrangements
The Form 8-K describes certain actions to be taken by Vine Hill Capital Sponsor I LLC, identified as the sponsor of Vine Hill Capital Investment Corp., prior to the effective time of the SPAC merger. These actions include the forfeiture and surrender of a portion of SPAC Class B ordinary shares to the SPAC for no consideration, the conversion of remaining SPAC Class B ordinary shares into SPAC Class A ordinary shares, and the forfeiture and cancellation of outstanding SPAC private placement warrants issued to the sponsor.
The filing also describes that, immediately prior to the SPAC effective time, each SPAC unit issued in the initial public offering will be separated into one SPAC Class A ordinary share and one-half of one SPAC public warrant. Each outstanding SPAC public warrant will be assumed by Holdco as a public warrant of Holdco, having substantially the same terms and conditions and exercisable for Holdco ordinary shares, as set out in the Business Combination Agreement.
Regulatory and shareholder approvals
The Business Combination Agreement, as summarized in the Form 8-K, includes conditions to closing that are customary for transactions of this type. These include receipt of shareholder approvals from Vine Hill Capital Investment Corp. and CoinShares International Limited, effectiveness of a registration statement on Form F-4 filed with the SEC, required regulatory approvals and the approval of Holdco ordinary shares for listing on a U.S. stock exchange.
The parties have agreed to prepare and file a registration statement on Form F-4 with the SEC to register the issuance of Holdco ordinary shares and public warrants to SPAC shareholders, and to include a proxy statement/prospectus for the purpose of soliciting proxies from SPAC shareholders to approve the Business Combination Agreement and related matters. CoinShares International Limited, Holdco and SPAC Merger Sub have also agreed to seek the necessary approvals from the Royal Court of Jersey and CoinShares shareholders for the acquisition transaction described in the agreement.
Status and sector classification
Based on its public offering documents and SEC filings, Vine Hill Capital Investment Corp. functions as a SPAC and is categorized among shell companies in the Financial Services sector. Its primary objective is to complete a business combination, and it has disclosed a focus on potential targets in the industrial and services industries. The company’s structure, including its trust account, public units, warrants and sponsor arrangements, is typical of SPACs as described in its registration and current reports.