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: Vine Hill Capital Investment
Corp.
Commission File No.: 001-42267
CoinShares Announces
Change to Financial Calendar as Part of its US Transaction (Oct 24, 2025)
24 October 2025 | SAINT HELIER, Jersey | CoinShares International
Limited (“CoinShares” or “the Group”) (Nasdaq Stockholm: CS; US OTCQX: CNSRF), the leading European asset manager
specialising in digital assets, announces a change to its financial calendar following the receipt of a waiver granted by Nasdaq Stockholm
regarding publication of the Group’s financial results for the interim period 1 January – 30 September, 2025 (Q3). As a result
of this waiver, CoinShares will not publish its financial results for Q3 2025 which was set to be published on November 11, 2025.
CoinShares’ Q3 2025 performance remained strong, building on the momentum
communicated in previous updates. The quarter reflected both favorable industry conditions and sustained investor confidence in our platform.
As previously announced on September 8, 2025, CoinShares proposes to
change its listing venue from Sweden to the U.S. through a joint merger plan (the “Transaction”).
As part of the Transaction, and to satisfy regulatory requirements
applicable to a U.S. listing, the Group’s historical financial information for the twelve months ending December 31, 2023 and
December 31, 2024, as well as the Group’s interim financial information for the six-month periods ending June 30, 2024 and June
30, 2025, are required to be audited/reviewed, respectively, under the standards of the Public Company Accounting Oversight Board (“PCAOB”),
which is the standard required for all companies seeking to be listed on a U.S. securities exchange.
Publication of the Group’s financial results for Q3, 2025 would,
in the context of the U.S. listing process, constitute additional financial disclosure that must be incorporated into the registration
statement on Form F-4. Inclusion of such information would subject it to audit procedures under the PCAOB standards. This requirement
would materially delay the finalization of the Form F-4 and, consequently, impede the timely execution of the contemplated transaction.
In light of the foregoing, Nasdaq Stockholm AB has granted CoinShares
a one-off waiver in respect of the release of its financial results for Q3, 2025. As a result of this waiver, CoinShares will not publish
its financial results for Q3 2025 which was set to be published on November 11, 2025. The Group’s financial calendar
has been updated accordingly to reflect this.
Jean-Marie Mognetti, Chief Executive Officer of CoinShares said:
“The Company continues to progress to its next phase of development,
as planned. The Transaction represents a significant step in that direction. Since our initial listing in March 2021, CoinShares has consistently
published detailed quarterly financial information.
While we have received a waiver from Nasdaq on the publication of
our Q3 results in light of the ongoing Transaction, we remain fully committed to keeping investors informed of any material developments
in accordance with MAR and other applicable requirements. We look forward to returning to our regular reporting cadence following the
completion of this important project, which we believe will deliver long-term value to our shareholders.”
About CoinShares
CoinShares is the leading European asset manager specializing in digital
assets, that delivers a broad range of financial services across investment management, trading and securities to a wide array of clients
that includes corporations, financial institutions and individuals. Focusing on crypto since 2013, the firm is headquartered in Jersey,
with offices in France, 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.
For more information on CoinShares, please visit: https://investor.coinshares.com
Company | +44 (0)1534 513 100 | enquiries@coinshares.com
Investor Relations | +44 (0)1534 513 100 | corporateir@coinshares.com
Media contacts:
CoinShares | Benoît Pellevoizin | bpellevoizin@coinshares.com
M Group Strategic Communications | Peter Padovano | press@coinshares.com
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 International Limited (“CoinShares”), Vine Hill Capital Investment Corp. (“Vine
Hill”), Odysseus Holdings Limited, a newly formed holding company that will become the publicly listed company (“Holdco”)
and the other parties thereto (collectively, the “Transactions”)) among Vine Hill, CoinShares and Holdco. The information
contained herein does not purport to be all-inclusive and none of Vine Hill, CoinShares, Holdco 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
In connection with the Transactions, CoinShares,
Vine Hill and Holdco plan to file a Registration Statement on Form F-4 (as amended and supplemented from time to time, the “Registration
Statement”) with the SEC, which will include a preliminary proxy statement of Vine Hill and a prospectus of Holdco 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 a record date to be established for voting on the Transactions and other matters as described in the Proxy Statement/Prospectus.
Vine Hill, CoinShares and/or Holdco 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, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND
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, HOLDCO AND THE TRANSACTIONS. Investors and security holders will also be 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 Holdco,
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 Holdco 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, Holdco 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 directors, executive officers, certain of their shareholders and other members of management and employees
and their interest in Vine Hill can be found in the sections entitled “Directors, Executive Officers and Corporate Governance
– Conflicts of Interest,” “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters,” and “Certain Relationships and Related Party Transactions” of Vine Hill’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on March 26, 2025 and is available free of charge
at the SEC’s website at www.sec.gov and at the following URL: sec.gov/Archives/edgar/data/2025396/000101376225002707/ea0234943-10k_vinehill.htm.
Additional information regarding the interests of such participants will be contained in the Registration Statement when available.
A list of the names of the directors, executive
officers, other members of management and employees of CoinShares and Holdco, as well as information regarding their interests in the
Business Combination, will be contained in the Registration Statement to be filed with the SEC. Additional information regarding the interests
of such potential participants in the solicitation process may also be included in other relevant documents when they are filed with the
SEC.
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 Holdco, 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.
Forward-Looking Statements
This communication includes “forward-looking
statements” with respect to Vine Hill, CoinShares and/or Holdco within the meaning of the federal securities laws. These forward-looking
statements include all statements other than statements of historical fact, including, without limitation, estimates and forecasts of
financial position, business strategy, plans, targets and objectives of the management of CoinShares for future operations (including
development plans and objectives), the anticipated benefits of the Business Combination, the anticipated capitalization and enterprise
value of Holdco and CoinShares following the Business Combination, expectations related to the terms and timing of the Business Combination,
regulatory developments in CoinShares’ and/or Holdco’s industries, and funding of and investments into CoinShares and/or Holdco.
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 Holdco’s 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 Holdco’s present and future policies
and plans and the environment in which CoinShares and Holdco will operate in the future. Many actual events or circumstances are outside
of the control of CoinShares, Holdco 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 Holdco 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 Holdco; (5) the level of redemptions by Vine Hill’s public
shareholders which will reduce the amount of funds available for CoinShares and Holdco to execute on their business strategies and may
make it difficult to obtain or maintain the listing or trading of Holdco ordinary shares on a major securities exchange; (6) failure of
Holdco 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 Holdco 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 Holdco;
(10) failure of CoinShares’ and/or Holdco’s 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 Holdco;
(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, Holdco 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 Holdco,
for U.S. and foreign tax purposes; (17) challenges in implementing CoinShares and/or Holdco’s 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 Holdco ordinary shares will be listed or by the SEC, which may impact the ability to list Holdco ordinary
shares and restrict reliance on certain rules or forms in connection with the offering, sale or resale of Holdco’s securities; (19)
trading price and volume of Holdco ordinary shares may be volatile following the Transactions and an active trading market may not develop;
(20) Holdco 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 Holdco; (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 Holdco 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 Holdco 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 Holdco, 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 Holdco’s 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 Holdco, 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 Holdco’s digital assets, as a result of which CoinShares or Holdco 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 Holdco’s
business; (27) potential regulatory changes reclassifying certain digital assets as securities could lead to the CoinShares’ and/or
Holdco’s classification as an “investment company” under the Investment Company Act of 1940 and could adversely affect
the market price of CoinShares’ and/or Holdco’s digital assets and the market price of CoinShares or Holdco 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 Holdco, 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 Holdco 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 Holdco’s 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 Holdco’s management
teams or businesses associated with them as indicative of future performance of an investment or the returns that Vine Hill, CoinShares
or Holdco will, or are likely to, generate going forward.
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