Filed by Vine Hill Capital Investment
Corp.
pursuant to Rule 425
under the Securities Act of 1933
and deemed filed pursuant
to Rule 14a-12
under the Securities
Exchange Act of 1934
Subject Company: CoinShares
International Limited
Commission File No.:
333-293885-01
Nasdaq Stockholm approves CoinShares application for suspension of trading and delisting of its ordinary shares from Nasdaq Stockholm
(Mar 12, 2026)
March
12, 2026
12 March 2026 | SAINT HELIER, Jersey | CoinShares
International Limited (“CoinShares”) (Nasdaq Stockholm: CS; US OTCQX: CNSRF) announced on 8 September 2025 a joint merger
plan with Vine Hill Capital Investment Corp. (Nasdaq: VCIC) (“Vine Hill”) and Odysseus Holdings Limited (“Odysseus Holdings”),
including a court-sanctioned scheme of arrangement under Article 125 of the Jersey Companies Law (“Scheme of Arrangement”)
(such joint merger plan and the Scheme of Arrangement being together the “Transaction”). The Transaction once completed would
in effect facilitate a change of listing venue for CoinShares shares from Nasdaq Stockholm to the Nasdaq Stock Market in the United States,
or any other public stock market or exchange in the United States as may be agreed between CoinShares and Vine Hill.
Further to CoinShares’ announcement
today that its board of directors had applied for the suspension of trading and delisting of CoinShares’ ordinary shares from Nasdaq
Stockholm, Nasdaq Stockholm has now approved the suspension of trading and delisting application. 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.
The last day of trading in CoinShares’ ordinary shares on Nasdaq Stockholm is expected to be on 20 March 2026. The suspension
of trading of CoinShares’ ordinary shares on Nasdaq Stockholm is expected to take effect on 23 March 2026, and the delisting
of CoinShares’ ordinary shares on Nasdaq Stockholm is expected to take effect on 31 March 2026. The aforementioned dates
are indicative only and are subject to change.
About CoinShares
CoinShares is a leading
global digital asset manager that delivers a broad range of financial services across investment management, trading, and securities
to a wide array of clients that include corporations, financial institutions, and individuals. Founded in 2013, the firm is headquartered
in Jersey, with offices in France, Stockholm, the UK, and the US. CoinShares is regulated in Jersey by the Jersey Financial Services
Commission, in France by the Autorité des marchés financiers, and in the US by the Securities and Exchange Commission,
National Futures Association and Financial Industry Regulatory Authority. CoinShares is publicly listed on the Nasdaq Stockholm under
the ticker CS and the OTCQX under the ticker CNSRF.
About Vine Hill
Vine Hill is a special
purpose acquisition company (“SPAC”) sponsored by an affiliate of Vine Hill Capital Partners and formed as part of a platform
to sponsor a series of SPACs. Vine Hill completed its $220 million initial public offering in September 2024 and its stock currently
trades on Nasdaq under the ticker “VCIC.” Vine Hill Capital Partners is a premier alternative investment manager dedicated
to helping businesses achieve their full potential and unlocking shareholder value through leveraging the public markets.
For more information on CoinShares, please
visit: https://coinshares.com
Company | +44 (0)1534 513 100 | enquiries@coinshares.com
Investor Relations | +44 (0)1534 513 100 | enquiries@coinshares.com
PRESS CONTACT
CoinSharesBenoît Pellevoizin
bpellevoizin@coinshares.com
M Group Strategic CommunicationsPeter Padovano
coinshares@mgroupsc.com
The information was submitted for publication, through
the agency of the contact persons set out above, at 11:00 CET on 12 March 2026.
IMPORTANT INFORMATION
General
This communication is
being made in respect of the proposed business combination (the “Business Combination” and the other transactions contemplated
by the Business Combination Agreement among CoinShares, Vine Hill, Odysseus Holdings and the other parties thereto (collectively, the
“Transactions”)) among Vine Hill, CoinShares and Odysseus Holdings. The information contained herein does not purport to
be all-inclusive and none of Vine Hill, CoinShares, Odysseus Holdings or their respective affiliates makes any representation or warranty,
express or implied, as to the accuracy, completeness or reliability of the information contained in this communication.
Additional Information and Where to
Find It
Shareholders should also refer to the scheme circular in relation to the Scheme of Arrangement (“Scheme Circular”)
which was announced by CoinShares on 18 February 2026, and which is available on CoinShares’ website at https://investor.coinshares.com/us-listing
and Odysseus Holdings’ website at https://www.coinshares-bidco.com. The Scheme Circular contains the full terms and conditions
of the Scheme of Arrangement, including, if applicable, details of how to vote in respect of the Scheme of Arrangement.
This announcement does not constitute a prospectus
or a prospectus equivalent document.
In connection with the Transactions, CoinShares,
Vine Hill and Odysseus Holdings have filed a Registration Statement on Form F-4 (as amended and supplemented from time to time, the “Registration
Statement”) with the SEC, which includes a preliminary proxy statement of Vine Hill and a prospectus of Odysseus Holdings relating
to the offer of the securities to be issued to Vine Hill’s securityholders in connection with the completion of the Business Combination
(the “Proxy Statement/Prospectus”). The definitive proxy statement and other relevant documents will be mailed to Vine Hill
shareholders as of the record date established for voting on the Transactions and other matters as described in the Proxy Statement/Prospectus.
Vine Hill, CoinShares and/or Odysseus Holdings will also file other documents regarding the Transactions with the SEC. This communication
does not contain all of the information that should be considered concerning the Transactions and is not intended to form the basis of
any investment decision or any other decision in respect of the Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS
OF VINE HILL AND OTHER INTERESTED PARTIES ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND, WHEN
AVAILABLE, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION
WITH VINE HILL’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE TRANSACTIONS
AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT VINE
HILL, COINSHARES, ODYSSEUS HOLDINGS AND THE TRANSACTIONS. Investors and security holders are also able to obtain copies of the Registration
Statement and the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by Vine Hill, CoinShares
and/or Odysseus Holdings, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to: Vine
Hill Capital Investment Corp., 500 E Broward Blvd, Suite 900, Fort Lauderdale, FL 33394, or upon written request to CoinShares or Odysseus
Holdings at c/o CoinShares International Limited, 2nd Floor, 2 Hill Street, JE2 4UA St Helier Jersey, Channel Islands.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY
AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTIONS OR ANY RELATED
TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES
A CRIMINAL OFFENSE.
Participants in the Solicitation
Vine
Hill, CoinShares, Odysseus Holdings and their respective directors, executive officers, certain of their shareholders and other members
of management and employees may be deemed under SEC rules to be participants in the solicitation of proxies from Vine Hill’s shareholders
in connection with the Transactions. You can find information about Vine Hill’s, CoinShares and Odysseus Holdings’ directors,
executive officers, certain of their shareholders and other members of management and employees and their interest in Vine Hill, CoinShares
and Odysseus Holdings can be found in the sections entitled “The Business Combination Proposal — Certain Interests of Vine
Hill’s Directors and Officers and Others in the Business Combination” “Certain Interests of Odysseus Holdings’
Director(s) and Officers and Others in the Business Combination,” “Information about CoinShares — Human Capital,”
and “Executive Compensation of CoinShares” of the Registration Statement dated March 4, 2026, which is available free of
charge at the SEC’s website at www.sec.gov and at the following URL: sec.gov/Archives/edgar/data/2087587/000121390026023748/ea0258819-09.htm.
No Offer or Solicitation
The
information contained in this communication is for informational purposes only and is not a proxy statement or solicitation of a proxy,
consent or authorization with respect to any securities or in respect of the Transactions and shall not constitute an offer to sell or
exchange, or a solicitation of an offer to buy or exchange the securities of Vine Hill, CoinShares or Odysseus Holdings, or any commodity
or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer,
solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom.
Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under
the Securities Act.
Overseas Shareholders
The release,
publication or distribution of this announcement in jurisdictions other than Jersey, the Cayman Islands, Sweden or the United States
and the availability of the Scheme of Arrangement to CoinShares Shareholders who are not resident in Jersey, the Cayman Islands, Sweden
or the United States, may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement
comes should inform themselves about and observe such restrictions. In particular, the ability of persons who are not resident in Jersey,
the Cayman Islands, Sweden or the United States to vote their CoinShares Shares with respect to the Scheme of Arrangement at the Jersey
Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Jersey Court Meeting on their behalf, may be
affected by the laws of the relevant jurisdictions in which they are located. Further details in relation to Overseas Shareholders are
contained in the Scheme Circular. Any failure to comply with any such restrictions may constitute a violation of the securities laws
of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Transaction disclaim
any responsibility or liability for the violation of such restrictions by any person.
Unless otherwise determined by Odysseus Holdings,
and permitted by applicable law and regulation, the Scheme of Arrangement will not be made available, in whole or in part, directly or
indirectly, in, into or from a Restricted Jurisdiction where to do so would constitute a violation of the relevant laws or regulations
of such jurisdiction and no person may vote in favour of the Scheme of Arrangement by any such use, means, instrumentality or from within
a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. No invitation
may be made to the public in the Cayman Islands to subscribe for the securities offered hereby, and this announcement and the Scheme of
Arrangement may not be issued or passed to any such person. Scheme Shareholders who are in any doubt regarding such matters should consult
an appropriate independent professional adviser in the relevant jurisdiction without delay.
Accordingly, copies of this announcement and
all documents relating to the Transaction are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded,
distributed or sent in, into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons
receiving such documents (including, without limitation, agents, custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send them in, into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. Doing
so may render invalid any related purported vote in respect of the Scheme of Arrangement.
Further details in relation to Overseas Shareholders
are contained in the Scheme Circular.
This announcement has been prepared for the
purposes of complying with Jersey, Cayman Islands, Swedish and U.S. law and the information disclosed may not be the same as that which
would have been disclosed if this announcement had been prepared in accordance with the laws of other jurisdictions.
The Transaction shall be subject to the applicable
requirements of Nasdaq Stockholm, the Takeover Rules for Nasdaq Stockholm and the Jersey Companies Law.
Forward-Looking Statements
This
communication includes “forward-looking statements” with respect to Vine Hill, CoinShares and/or Odysseus Holdings within
the meaning of the federal securities laws. These forward-looking statements include all statements other than statements of historical
fact, including, without limitation, the timing of, and the satisfaction of closing conditions to, completion of the Transaction. The
expectations, estimates and projections of the businesses of CoinShares and Vine Hill may differ from their actual results and consequently,
you should not rely on these forward-looking statements as predictions of future events. In some cases, you can identify forward-looking
statements by terminology such as “according to estimates”, “anticipates”, “assumes”, “believes”,
“could”, “estimates”, “expects”, “forecasts”, “intends”, “is of the
opinion”, “may”, “plans”, “potential”, “predicts”, “projects”, “targets”,
“to the knowledge of”, “should”, “will”, “would”, or the negatives of these terms, variations
of them or similar terminology, although not all forward-looking statements contain such identifying words.
Such forward-looking statements are subject
to risks, uncertainties, and other factors which may adversely affect CoinShares’ and Odysseus Holdings’ ability to implement
and achieve their plans and objectives set out in such forward-looking statements and which may cause actual results, performance or achievements
to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such
forward-looking statements are based on numerous assumptions regarding CoinShares’ and Odysseus Holdings’ present and future
policies and plans and the environment in which CoinShares and Odysseus Holdings will operate in the future. Many actual events or circumstances
are outside of the control of CoinShares, Odysseus Holdings or Vine Hill. Furthermore, certain forward-looking statements are based on
assumptions or future events which may not prove to be accurate, and no reliance whatsoever should be placed on any forward-looking statements
in this communication. Factors that may cause such differences include, but are not limited to: (1) the Transactions not being completed
in a timely manner or at all, which may adversely affect the price of Vine Hill’s and/or CoinShares’ securities; (2) the Transactions
not being completed by Vine Hill’s business combination deadline; (3) failure by the parties to satisfy the conditions to the consummation
of the Transactions, including the approval of Vine Hill’s and CoinShares’ shareholders and obtaining the requisite Acts of
the Royal Court of Jersey; (4) failure to realize the anticipated benefits of the Transactions, which may be affected by, among other
things, competition, the ability of CoinShares and Odysseus Holdings to grow and manage growth profitably, build or maintain relationships
with customers and retain management and key employees, capital expenditures, requirements for additional capital and timing of future
cash flow provided by operating activities and the demand for digital assets, including cryptocurrencies and blockchain-related alternative
investments, including those offered by, or underlying those offered by, CoinShares and Odysseus Holdings; (5) the level of redemptions
by Vine Hill’s public shareholders which will reduce the amount of funds available for CoinShares and Odysseus Holdings to execute
on their business strategies and may make it difficult to obtain or maintain the listing or trading of Odysseus Holdings ordinary shares
on a major securities exchange; (6) failure of Odysseus Holdings to obtain or maintain the listing of its securities on any securities
exchange after the closing; (7) costs related to the Transactions and as a result of Odysseus Holdings becoming a public company that
may be higher than currently anticipated; (8) changes in business, market, financial, political and regulatory conditions; (9) volatility
and rapid fluctuations in the market prices of digital assets, including cryptocurrencies and blockchain-related alternative investments,
including those offered by, or underlying those offered by, CoinShares and/or Odysseus Holdings; (10) failure of CoinShares’ and/or
Odysseus Holdings’ digital asset investment products to track their respective target benchmarks; (11) regulatory or other developments
that negatively impact demand for the products and services provided by CoinShares and/or Odysseus Holdings; (12) the outcome of any event,
change or other circumstance that could give rise to the inability to consummate the Business Combination; (13) the outcome of any legal
proceedings that may be instituted against Vine Hill, CoinShares, Odysseus Holdings and/or any of their respective affiliates or others;
(14) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws
or regulations; (15) the risk that the Business Combination disrupts current plans and operations of Vine Hill and/or CoinShares as a
result of the announcement and consummation of the Business Combination; (16) treatment of digital assets, including cryptocurrencies
and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and/or Odysseus
Holdings, for U.S. and foreign tax purposes; (17) challenges in implementing CoinShares and/or Odysseus Holdings’ business plan
due to operational challenges, significant competition and regulation; (18) being considered to be a “shell company” or “former
shell company” by the securities exchange on which Odysseus Holdings ordinary shares will be listed or by the SEC, which may impact
the ability to list Odysseus Holdings ordinary shares and restrict reliance on certain rules or forms in connection with the offering,
sale or resale of Odysseus Holdings’ securities; (19) trading price and volume of Odysseus Holdings ordinary shares may be volatile
following the Transactions and an active trading market may not develop; (20) Odysseus Holdings’ shareholders may experience dilution
in the future due to the exercise of a significant number of existing warrants and any future issuances of equity securities of Odysseus
Holdings; (21) investors may experience immediate and material dilution upon the closing as a result of the Vine Hill Class B ordinary
shares held by Vine Hill Capital Sponsor I LLC, since the value of the Odysseus Holdings ordinary shares received by Vine Hill Capital
Sponsor I LLC in exchange for such Vine Hill Class B ordinary shares is likely to be substantially higher than the nominal price paid
for them, even if the trading price of Odysseus Holdings ordinary shares at such time is substantially less than the price per share paid
by investors; (22) conflicts of interest that may arise from investment and transaction opportunities involving Odysseus Holdings, CoinShares,
their respective affiliates and other investors and clients; (23) digital asset trading venues may experience greater fraud, security
failures or regulatory or operational problems than trading venues for more established asset classes; (24) risks relating to the custody
of CoinShares’ and Odysseus Holdings’ digital assets, including the loss or destruction of private keys required to access
its digital assets and cyberattacks or other data loss relating to its digital assets, which could cause CoinShares or Odysseus Holdings,
as applicable, to lose some or all of its digital assets; (25) a security breach, cyber-attack or other event where unauthorized parties
obtain access to CoinShares’ or Odysseus Holdings’ digital assets, as a result of which CoinShares or Odysseus Holdings may
lose some or all of their digital assets temporarily or permanently and their financial condition and results of operations could be materially
adversely affected; (26) the emergence or growth of other digital assets, including those with significant private or public sector backing,
including by governments, consortiums or financial institutions, could have a negative impact on the value of digital assets and adversely
affect CoinShares’ and/or Odysseus Holdings’ business; (27) potential regulatory changes reclassifying certain digital assets
as securities could lead to the CoinShares’ and/or Odysseus Holdings’ classification as an “investment company”
under the Investment Company Act of 1940 and could adversely affect the market price of CoinShares’ and/or Odysseus Holdings’
digital assets and the market price of CoinShares or Odysseus Holdings listed securities; and (28) other risks and uncertainties included
in (x) the “Risk Factors” sections of the Vine Hill Annual Report on Form 10-K and (y) other documents filed or to be filed
with or furnished or to be furnished to the SEC by Odysseus Holdings, CoinShares and/or Vine Hill. The foregoing list of factors is not
exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. None of Vine
Hill, CoinShares or Odysseus Holdings undertakes or accepts any obligation or undertaking to release publicly any updates or revisions
to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on
which any such statement is based, except as required by law. Past performance by Vine Hill’s, CoinShares’ or Odysseus Holdings’
management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not place undue reliance
on the historical record of the performance of Vine Hill’s, CoinShares’ or Odysseus Holdings’ management teams or businesses
associated with them as indicative of future performance of an investment or the returns that Vine Hill, CoinShares or Odysseus Holdings
will, or are likely to, generate going forward.
No profit forecasts, estimates or quantified
benefits statements
No statement in this announcement, or incorporated by reference in this announcement, is intended as a profit
forecast, profit estimate or quantified benefits statement for any period and no statement in this announcement should be interpreted
to mean that earnings or earnings per share for CoinShares or Odysseus Holdings, as appropriate, for the current or future financial
years would necessarily match or exceed the historical published earnings or earnings per share for CoinShares or Odysseus Holdings.
Publication on website
A copy
of this announcement will be available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions
on CoinShares’ website at https://investor.coinshares.com/us-listing and Odysseus Holdings’ website at www.coinshares-bidco.com.
Save as expressly referred to in this announcement, the content of CoinShares’ website or Odysseus Holdings’ website is not
incorporated into, nor forms part of, this announcement.
Request to receive documents in hard
copy form
A hard copy of this announcement may be requested by contacting CoinShares’ registrars, Computershare on +44 (0)
370 707 4040. Calls are charged at the standard geographic rate and will vary by provider. Calls outside Jersey will be charged at the
applicable international rate. The Shareholder Helpline is open between 8.30 a.m. and 5.30 p.m., Monday to Friday (excluding public holidays
in Jersey). Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security
and training purposes. Please note the Shareholder Helpline cannot provide advice on the merits of the Transaction nor give any financial,
investment, legal or tax advice.
General
If you are in any doubt as to the contents
of this announcement, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager,
solicitor, accountant or other independent financial adviser.
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