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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 24, 2026
VINE HILL CAPITAL INVESTMENT CORP.
(Exact
name of registrant as specified in its charter)
| Cayman Islands |
|
001-42267 |
|
98-1794687 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification
Number) |
500 E Broward Blvd, Suite 900
Fort Lauderdale, FL |
|
33394 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (954) 848-2859
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under
any of the following provisions:
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant |
|
VCICU |
|
The
Nasdaq Stock Market LLC |
| Class A ordinary shares included as part of the units |
|
VCIC |
|
The
Nasdaq Stock Market LLC |
| Redeemable
warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
VCICW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2
of the Securities Exchange Act of 1934.
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
March 24, 2026, Vine Hill Capital Investment Corp. (the “SPAC”) provided written notice to the Nasdaq Stock Market
LLC (“Nasdaq”) of its intention to voluntarily withdraw the listing of its units, Class A ordinary shares and warrants
from Nasdaq and that, following the completion of its previously announced business combination (the “Business Combination”)
with CoinShares International Limited, a public company limited by shares organized under the laws of the Bailiwick of Jersey, Channel
Islands (“CoinShares”), Odysseus Holdings Limited, a private company limited by shares organized under the laws of
the Bailiwick of Jersey, Channel Islands (“Holdco”), SPAC expects the ordinary shares and warrants of Holdco to be
listed on Nasdaq.
The
Nasdaq listing and delisting are subject to the closing of the Business Combination and fulfillment of all Nasdaq listing requirements.
The closing of the Business Combination is subject to the satisfaction of customary closing conditions.
Item
5.07 Submission of Matters to a Vote of Security Holders.
As
previously announced, on September 8, 2025, the SPAC, CoinShares, Holdco and Odysseus (Cayman) Limited, a Cayman Islands exempted company
(“SPAC Merger Sub”), entered into a business combination agreement (the “Business Combination Agreement”
and, the transactions contemplated by the Business Combination Agreement (the “Transactions”), subject to the terms
and conditions of the Business Combination Agreement.
On
February 27, 2026, in connection with the Business Combination, Holdco and CoinShares jointly filed with the U.S. Securities and Exchange
Commission (the “SEC”) a Registration Statement on Form F-4 (No. 333-293885) (as amended from time to time, the “Registration
Statement”) containing a proxy statement/prospectus (such proxy statement/prospectus in definitive form, and as supplemented
by a supplement filed on March 19, 2026, the “Proxy Statement”), which Registration Statement was declared effective
by the SEC on March 16, 2025, and the SPAC commenced mailing the Proxy Statement on March 16, 2026.
On
March 27, 2026, the SPAC held an extraordinary general meeting of its shareholders (the “Shareholder Meeting”), at
which holders of 16,526,920 Class A ordinary shares of the Company and 7,333,334 Class B ordinary shares of the Company (together, the
“Ordinary Shares”), were present in person, virtually over the internet or by proxy, representing approximately 81.342%
of the voting power of the Ordinary Shares as of March 2, 2026, the record date for the Shareholder Meeting, and constituting a quorum
for the transaction of business at the Shareholder Meeting. The proposals listed below are described in more detail in the Proxy Statement.
At
the Shareholder Meeting, the shareholders approved the Business Combination Proposal, the SPAC Merger Proposal, the Organizational Document
Proposal, the Advisory Organizational Documents Proposals and the NTA Proposal (each as defined in the Proxy Statement, and collectively,
the “Shareholder Proposals”).
The
voting results for each of the Shareholder Proposals were as follows:
Proposal
No. 1: The Business Combination Proposal
| Ordinary
Shares Voted For |
|
Ordinary
Shares Voted Against |
|
Ordinary
Shares Abstained |
| 22,095,264 |
|
1,764,990 |
|
0 |
Proposal
No. 2: The SPAC Merger Proposal
| Ordinary
Shares Voted For |
|
Ordinary
Shares Voted Against |
|
Ordinary
Shares Abstained |
| 22,095,264 |
|
1,764,990 |
|
0 |
Proposal
No. 3: The Organizational Document Combination Proposal
| Ordinary
Shares Voted For |
|
Ordinary
Shares Voted Against |
|
Ordinary
Shares Abstained |
| 21,945,264 |
|
1,764,990 |
|
150,000 |
Proposal
No. 4: The Advisory Organizational Documents Proposals
Advisory
Organizational Document Proposal 4A
| Ordinary
Shares Voted For |
|
Ordinary
Shares Voted Against |
|
Ordinary
Shares Abstained |
| 20,476,480 |
|
3,233,774 |
|
150,000 |
Advisory
Organizational Document Proposal 4B
| Ordinary
Shares Voted For |
|
Ordinary
Shares Voted Against |
|
Ordinary
Shares Abstained |
| 21,945,264 |
|
1,764,990 |
|
150,000 |
Advisory
Organizational Document Proposal 4C
| Ordinary
Shares Voted For |
|
Ordinary
Shares Voted Against |
|
Ordinary
Shares Abstained |
| 20,476,480 |
|
3,233,774 |
|
150,000 |
Advisory
Organizational Document Proposal 4D
| Ordinary
Shares Voted For |
|
Ordinary
Shares Voted Against |
|
Ordinary
Shares Abstained |
| 21,945,264 |
|
1,764,990 |
|
150,000 |
Proposal
No. 5: The NTA Proposal
| Ordinary
Shares Voted For |
|
Ordinary
Shares Voted Against |
|
Ordinary
Shares Abstained |
| 23,685,207 |
|
25,047 |
|
150,000 |
As
there were sufficient votes to approve the above proposals, Proposal No. 6, the “Adjournment Proposal” described in the Proxy
Statement was not presented to shareholders.
Item 8.01
Other Events.
Based
on the approval of the Business Combination Proposal and the SPAC Merger Proposal at the Shareholder Meeting, on March 30, 2026, the
SPAC will effect the merger of the SPAC with and into SPAC Merger Sub, with SPAC Merger Sub being the surviving entity as a direct, wholly-owned
subsidiary of Holdco, and on March 31, 2026, SPAC Merger Sub will acquire CoinShares by way of a court sanctioned scheme of arrangement
under Jersey law, pursuant to which CoinShares will become a direct, wholly-owned subsidiary of SPAC Merger Sub.
Based
on the results of the Shareholder Meeting, and subject to the satisfaction or waiver of certain other closing conditions as described
in the Proxy Statement, the Transactions are expected to be consummated promptly.
On
March 27, 2026, the SPAC issued a press release with respect to the Business Combination relating to, among other things, the receipt
of shareholder approval at the Shareholder Meeting. A copy of the press release is included as Exhibit 99.1 to this Current Report on
Form 8-K.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated March 27, 2026 |
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
Dated:
March 30, 2026
| |
VINE HILL CAPITAL INVESTMENT CORP. |
| |
|
|
| |
By: |
/s/ Nicholas Petruska |
| |
Name: |
Nicholas Petruska |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Vine Hill Capital Investment Corp. Announces that its Shareholders
Have Approved the Business Combination with CoinShares
FORT LAUDERDALE, FL, March 27, 2026 (EIN Presswire) -- Vine
Hill Capital Investment Corp. (Nasdaq: VCIC) (“Vine Hill”) today announced that its shareholders approved all proposals necessary
to complete the previously announced business combination with CoinShares International Limited (“CoinShares”), a leading
global asset manager specialising in digital assets.
Approximately 92.6% of the votes cast on the business combination proposal
at the Extraordinary General Meeting of Shareholders were in favor of approving the business combination proposal. Vine Hill plans to
file the results of the Extraordinary General Meeting on a Current on Form 8-K with the U.S. Securities and Exchange Commission.
The business combination is expected to close on March 31, 2026 (pending
final regulatory items in Jersey).
IMPORTANT INFORMATION
General
This press release is being issued in respect of the proposed business
combination (the “Business Combination”) among Vine Hill, CoinShares and Odysseus Holdings Limited (“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 press release.
Additional Information and Where to Find It
In connection with the Business Combination and the other transactions
contemplated by the Business Combination Agreement among CoinShares, Vine Hill, Odysseus Holdings and the other parties thereto (such
transactions, collectively, the “Transactions”), CoinShares 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 Securities and Exchange Commission
(the “SEC”), which includes a 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 was filed with the SEC on March 16, 2026 and has been mailed to Vine Hill
shareholders as of March 2, 2026, 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 press release 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 PRESS RELEASE. 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 Proxy Statement/Prospectus
dated March 16, 2026, which is available free of charge at the SEC’s website at www.sec.gov and at the following URL: https://www.sec.gov/Archives/edgar/data/2025396/000121390026028308/ea0280297-02.htm.
No Offer or Solicitation
The information contained in this press release 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 of 1933, as amended (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 press release 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 press release. 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 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.
Contact
Nicholas Petruska
Vine Hill Capital Investment Corp.
Phone: (954) 848-2859
Email: info@vinehillcapital.com
Website: https://vinehillcapital.com/
