CoinShares PLC switches auditor after SPAC merger

CoinShares PLC reports a change in its independent auditor following completion of its SPAC-related business combination.

Accepted by SEC EDGAR 04/22/2026 - 04:05 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

CoinShares PLC reports a change in its independent auditor following completion of its SPAC-related business combination. The Audit Committee dismissed Withum Smith+Brown, PC as auditor on April 17, 2026; Withum’s prior report included an explanatory paragraph expressing substantial doubt about the Company’s ability to continue as a going concern.

The Company states there were no disagreements with Withum on accounting, disclosure, or audit scope, and no reportable events under Item 16F of Form 20-F. On the same date, the Audit Committee engaged BDO LLP as the new independent registered public accounting firm to audit the consolidated financial statements, noting that BDO already serves as CoinShares’ auditor and was not previously consulted on accounting matters.

Insights

Cross-border governance & audit expert

CoinShares switches auditors post-SPAC, citing no disputes but highlighting a prior going concern paragraph.

The filing explains that CoinShares PLC, newly public after its SPAC business combination, has dismissed Withum Smith+Brown and appointed BDO LLP as independent auditor. BDO already audits CoinShares International Limited, which may streamline consolidated reporting after the transaction.

Withum’s earlier report on a short pre-combination period contained an explanatory paragraph expressing substantial doubt about the Company’s ability to continue as a going concern. The Company states there were no disagreements or reportable events with Withum, and that it did not previously consult BDO on accounting or audit opinions. The change appears administrative around the business combination rather than driven by an identified dispute.

Investors may focus on future audited financial statements for the period ending December 31, 2025 prepared by BDO, where any continuation or resolution of going concern language will be visible and grounded in the combined group’s post-transaction financial profile.

Key Figures

Auditor dismissal date: April 17, 2026 New auditor engagement date: April 17, 2026 Business Combination Agreement date: September 8, 2025 +3 more

6 metrics

Auditor dismissal date April 17, 2026 Audit Committee approved dismissal of Withum Smith+Brown, PC

New auditor engagement date April 17, 2026 Audit Committee approved engagement of BDO LLP

Business Combination Agreement date September 8, 2025 Date of Business Combination Agreement among the parties

Inception date August 29, 2025 Company inception date for the initial audited period

Initial audited period end September 18, 2025 End of the period covered by Withum’s audit report

Withum letter exhibit number 16.1 Letter from Withum filed as an exhibit to the report

Key Terms

Business Combination Agreement, independent registered public accounting firm, going concern, reportable events, +2 more

6 terms

Business Combination Agreement financial

"pursuant to that certain Business Combination Agreement, dated as of September 8, 2025"

A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.

independent registered public accounting firm financial

"Withum Smith+Brown, PC (“Withum”) as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

going concern financial

"an explanatory paragraph in which WithumSmith+Brown expressed substantial doubt about the Company’s ability to continue as a going concern"

Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.

reportable events regulatory

"there have been no reportable events as listed in paragraphs (a)(1)(v)(A) through (a)(1)(v)(D) of Item 16F"

Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.

scheme of arrangement regulatory

"effected by way of a court sanctioned scheme of arrangement under Jersey law"

A scheme of arrangement is a legal agreement between a company and its shareholders or creditors to reorganize or settle debts, often to avoid bankruptcy or make big changes. It’s like a carefully planned handshake that everyone agrees to, helping the company stay afloat or improve its financial health.

Audit Committee financial

"On April 17, 2026, the Audit Committee of the Board of Directors of the Company"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does CoinShares PLC (CSHR) disclose in this Form 6-K?

CoinShares PLC reports a change in its independent auditor, following completion of its SPAC-related business combination. The filing details the dismissal of Withum Smith+Brown, PC, the appointment of BDO LLP, and confirms there were no disagreements or reportable events with the former auditor.

Why did CoinShares PLC (CSHR) change from Withum to BDO as auditor?

The Audit Committee approved replacing Withum with BDO on April 17, 2026. The filing ties this to the company’s post-business combination structure, noting BDO already audits CoinShares International Limited, and states there were no accounting disagreements driving the change.

Did Withum raise a going concern issue for CoinShares PLC (CSHR)?

Yes, Withum’s prior audit report included a going concern explanatory paragraph. For the period from August 29, 2025 through September 18, 2025, Withum expressed substantial doubt about the Company’s ability to continue as a going concern, while still issuing an otherwise unqualified opinion on that short-period financial information.

Were there any disagreements between CoinShares PLC (CSHR) and Withum?

The company reports no disagreements with Withum on accounting principles, financial disclosure, or audit scope during the periods covered. It also states there were no reportable events under Item 16F of Form 20-F, and has requested a confirming letter from Withum filed as an exhibit.

What role will BDO LLP play for CoinShares PLC (CSHR) going forward?

BDO LLP is appointed as the new independent registered public accounting firm to audit CoinShares PLC’s consolidated financial statements for the period ending December 31, 2025. BDO already serves as CoinShares’ auditor, and the company says it did not previously consult BDO on accounting opinions.

How is the SPAC business combination described for CoinShares PLC (CSHR)?

The filing describes a completed business combination involving Vine Hill and CoinShares. Vine Hill merged into SPAC Merger Sub, which then acquired CoinShares via a Jersey court-sanctioned scheme of arrangement, making CoinShares a wholly owned subsidiary and resulting in CoinShares PLC becoming a publicly traded company.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16 Under the

Securities Exchange Act of 1934

For the month of April 2026

Commission File Number: 001-43222

CoinShares PLC

(Name of registrant)

Not Applicable

(Translation of registrant’s name into English)

2 Hill Street

St. Helier, JE2 4UA

Jersey

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

EXPLANATORY NOTE

Changes in Registrant’s Certifying Accountant

As previously disclosed, on March 31, 2026, CoinShares PLC. (the “Company”, formerly known as Odysseus Holdings Limited prior to the Business Combination described herein) consummated its previously announced business combination (the “Business Combination”) with CoinShares International Limited (“CoinShares”), Vine Hill Capital Investment Corp. (“Vine Hill”) and Odysseus (Cayman) Limited (“SPAC Merger Sub”), pursuant to that certain Business Combination Agreement, dated as of September 8, 2025 (the “Business Combination Agreement”), by and among, the Company, CoinShares, Vine Hill and SPAC Merger Sub. Pursuant to the terms of the Business Combination Agreement, (a) Vine Hill merged with and into SPAC Merger Sub, with SPAC Merger Sub being the surviving entity as a direct, wholly-owned subsidiary of the Company and (b) among other things, SPAC Merger Sub acquired CoinShares, with such acquisition being effected by way of a court sanctioned scheme of arrangement under Jersey law, pursuant to which CoinShares became a direct, wholly-owned subsidiary of SPAC Merger Sub. As a result of the Business Combination, the Company has become a publicly traded company.

(a) Dismissal of independent registered public accounting firm

On April 17, 2026, the Audit Committee of the Board of Directors of the Company (the “Audit Committee”) approved the dismissal of Withum Smith+Brown, PC (“Withum”) as the Company’s independent registered public accounting firm.

Withum’s report of independent registered public accounting firm on the Company’s balance sheet as of September 18, 2025 and the related statements of operations, changes in stockholders’ equity and cash flows for the period from August 29, 2025 (inception) through September 18, 2025, did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainties, audit scope or accounting principles, except that the audit report on the consolidated financial statements contained an explanatory paragraph in which WithumSmith+Brown expressed substantial doubt about the Company’s ability to continue as a going concern.

During the period from August 29, 2025 (inception) to December 31, 2025, and during the subsequent interim period through April 17, 2026, there were no disagreements with Withum on any matter of accounting principles or practices, financial disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Withum, would have caused it to make reference to the subject matter of the disagreements in its reports on the Company’s financial statements for such period.

During period from August 29, 2025 (inception) to September 18, 2025, and during the subsequent interim period through April 17, 2026, there have been no reportable events as listed in paragraphs (a)(1)(v)(A) through (a)(1)(v)(D) of Item 16F of Form 20-F.

The Company has provided Withum with a copy of the foregoing disclosures and requested that Withum furnish the Company with a letter addressed to the SEC stating whether Withum agrees with the statements made by the Company set forth above. A copy of Withum’s letter, dated April 21, 2025, is attached as Exhibit 16.1 to this Current Report on Form 6-K.

(b) Engagement of new independent registered public accounting firm

On April 17, 2026, the Audit Committee approved the engagement of BDO LLP (“BDO”) as the Company’s new independent registered public accounting firm to audit the Company’s consolidated financial statements for the period ending December 31, 2025. BDO serves as the independent registered public accounting firm of CoinShares. During period from August 29, 2025 (inception) to September 18, 2025, and during the subsequent interim period through April 17, 2026, the Company did not consult BDO with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and either a written report was provided to the Company or oral advice was provided that BDO concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing, or financial reporting issue or (ii) any matter that was the subject of a disagreement, as that term is defined in Item 16F(a)(1)(iv) and the related instructions to this Item, or a “reportable event” as described in Item 16F(a)(1)(v).

1 

EXHIBIT INDEX

Exhibit		Description
16.1		Letter from Withum Smith+Brown, PC, dated April 22, 2026

2 

SIGNATURE 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CoinShares PLC
Date: April 22, 2026	By:	/s/ Jean-Marie Mognetti
	Name:	Jean-Marie Mognetti
	Title:	Chief Executive Officer

3

Filing Exhibits & Attachments

1 document

Other Documents

• EX-16.1 LETTER FROM WITHUM SMITH+BROWN, PC, DATED APRIL 21, 2026 2.1 KB