Welcome to our dedicated page for Vine Hill Capital Investment SEC filings (Ticker: VCIC), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The SEC filings page for Vine Hill Capital Investment Corp. (VCIC) provides access to the company’s official U.S. regulatory disclosures as a Nasdaq‑listed special purpose acquisition company. As a blank check company incorporated in the Cayman Islands and treated as an emerging growth company, Vine Hill files registration statements, annual reports, and current reports that explain its capital structure, governance and transaction activity.
Key documents include its annual report on Form 10‑K, which contains sections such as “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.” These filings help readers understand how the SPAC is organized, who holds significant positions and how potential conflicts are addressed.
Current reports on Form 8‑K, such as those describing material events related to the proposed Business Combination with CoinShares International Limited and Odysseus Holdings Limited (Holdco), are central for tracking transaction progress. They summarize developments like press releases, planned Registration Statements on Form F‑4, and details about proxy statements and prospectuses that will be used to solicit shareholder approval.
Through this page, users can review Vine Hill’s Forms 10‑K, 8‑K and related materials as they become available from EDGAR. AI‑powered tools on the platform can assist by highlighting key sections, summarizing complex legal and financial language, and pointing out items such as transaction terms, risk factor themes and the mechanics of Vine Hill’s units, ordinary shares and redeemable warrants.
The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC filed an amended Schedule 13G reporting their beneficial ownership in Vine Hill Capital Investment Corp. They report beneficial ownership of 624,721 Class A ordinary shares, representing 2.8% of this share class as of December 31, 2025.
The shares are held with shared voting and dispositive power and no sole voting or dispositive power. The filers certify the position is held in the ordinary course of business and not for the purpose of changing or influencing control of the company.
Vine Hill Capital Investment Corp. and CoinShares report progress on their planned business combination. Odysseus Holdings Limited, the future listed holding company of CoinShares, has confidentially submitted an amended draft registration statement on Form F-4 to the SEC in response to first-round comments.
The amended F-4, submitted on 2 February 2026, follows the initial confidential draft filed on 21 November 2025 and marks another step in the regulatory review process. Completion of the transaction remains subject to customary conditions, including shareholder approvals, Acts of the Royal Court of Jersey, effectiveness of the F-4, and certain local regulatory approvals.
The Royal Court of Jersey directions hearing is scheduled for 17 February 2026. The communication also outlines extensive forward-looking risk factors tied to regulatory approvals, SPAC redemptions, digital asset market volatility, potential dilution, and operational and cybersecurity risks for the combined business.
Vine Hill Capital Investment Corp and CoinShares International Limited are progressing their planned business combination and U.S. listing shift. CoinShares has secured irrevocable commitments from all board members who hold shares and additional shareholders to vote for a Jersey court-sanctioned scheme of arrangement and related resolutions.
These undertakings cover 53,297,744 CoinShares shares, representing over 80% of all shares and votes, giving strong pre-committed support for the transaction. The deal would move CoinShares’ listing from Nasdaq Stockholm to a U.S. exchange via a merger with Vine Hill, a SPAC that raised
Vine Hill Capital Investment Corp and CoinShares International are moving forward with their proposed business combination that would support a U.S. listing for CoinShares. The Royal Court of Jersey has set a directions hearing for 17 February 2026, where the court will review shareholder materials and provide guidance for convening shareholder meetings.
Subject to court approval, CoinShares expects to publish its Scheme Circular around 18 February 2026, while Odysseus Holdings Limited plans to publish a Swedish offer document around 25 February 2026. A draft Form F-4 registration statement was confidentially submitted to the SEC on 21 November 2025. The transaction values CoinShares at USD 1.2 billion, based on 2024 full-year adjusted EBITDA achieved when bitcoin averaged $65,964 versus current prices of about $90,000, and remains subject to shareholder approvals, court sanctions, SEC effectiveness and other regulatory clearances.
Vine Hill Capital Investment Corp. (VCIC) filed its quarterly report, showing a SPAC still pre‑revenue and focused on completing a merger. Investments held in its Trust Account were $231,462,000, while cash outside the trust was $431,000 with negative working capital of about $601,000.
The company reported net income of $586,000 for the quarter and $4,263,000 for the nine months, largely from trust interest. Management disclosed “substantial doubt” about VCIC’s ability to continue as a going concern within one year, citing limited liquidity and costs to pursue a deal. If no business combination is completed before June 9, 2026, VCIC may have to liquidate. In September, VCIC signed a Business Combination Agreement with CoinShares International that would create a publicly traded Holdco; terms include sponsor forfeiting 2,933,333 Class B shares and canceling private placement warrants before closing. The underwriter waived $7.7 million of deferred fees, increasing the redemption value of the Class A shares to $10.52 as of period end.
CoinShares announced a change to its financial calendar after receiving a one-off waiver from Nasdaq Stockholm, and will not publish its Q3 2025 results previously scheduled for November 11, 2025. The company said the decision is tied to its proposed U.S. listing via a joint merger plan with Vine Hill Capital Investment Corp. and a new holding company, with financial reporting prepared for U.S. investors.
The company noted that Q3 2025 performance remained strong, but releasing those results now would require inclusion in a forthcoming Form F‑4 registration statement and trigger PCAOB audit procedures, which would materially delay the process. CoinShares plans to return to its regular reporting cadence after completing the transaction and reiterated its commitment to disclose material developments under applicable regulations.
Vine Hill Capital Investment Corp. filed a Form 8-K after issuing a press release noting that CoinShares International Limited has launched the CoinShares Altcoins ETF, a U.S. exchange-traded fund offering access to altcoins. The press release is included as an exhibit to the filing.
The filing also reiterates that Vine Hill, CoinShares and a new holding company, Holdco, are working toward a proposed business combination. It explains that a Form F-4 registration statement with a joint proxy statement/prospectus will be filed for Vine Hill shareholders to vote on the transaction. Extensive forward-looking statement and risk disclosures highlight uncertainties around closing the deal, regulatory approvals, digital asset market volatility, potential shareholder redemptions, dilution from warrants and sponsor shares, cybersecurity risks, and the possibility that the combined company’s securities may face listing and regulatory challenges.
Tenor Opportunity Master Fund, Ltd., Tenor Capital Management Company, L.P., and Robin Shah filed a Schedule 13G reporting beneficial ownership of 1,100,000 Class A ordinary shares of Vine Hill Capital Investment Corp., representing 5.0% of the issuer's 22,000,000 shares outstanding per the issuer's 10-Q as of June 30, 2025. The filing states the reported Shares are held by the Master Fund, with Tenor Capital serving as the Master Fund's investment manager and Robin Shah serving as managing member of the general partner of Tenor Capital, which may give them shared voting and dispositive power with respect to the Shares owned by the Master Fund. Each Reporting Person disclaims beneficial ownership except to the extent of pecuniary interest. The filing includes a certification that the securities were not acquired to change or influence control of the issuer.
Wolverine Asset Management, LLC and affiliated entities disclosed beneficial ownership of 136,266 Class A ordinary shares of Vine Hill Capital Investment Corp., representing 0.62% of the 22,000,000 outstanding Class A shares referenced in the filing. The ownership is shared voting and shared dispositive power; none of the reporting persons claim sole voting or sole dispositive power. The filing states the shares were acquired and are held in the ordinary course of business and not for the purpose of influencing control of the issuer. Reporting parties include Wolverine Asset Management, LLC, Wolverine Holdings, L.P., Wolverine Trading Partners, Inc., Christopher L. Gust, and Robert R. Bellick.