Vine Hill (VCIC) to merge with CoinShares; $50M PIPE, Nasdaq listing planned (CS)

Rhea-AI Filing Summary

Vine Hill Capital Investment Corp. seeks shareholder approval to complete a business combination that would (a) merge Vine Hill into a SPAC merger subsidiary and (b) effect a court-sanctioned scheme of arrangement to combine CoinShares International Limited with Odysseus Holdings Limited ("Holdco"), creating a Nasdaq-listed public company to be renamed CoinShares PLC. The proxy/prospectus covers up to 26,400,001 ordinary shares, 11,000,000 warrants and 11,000,000 ordinary shares issuable upon warrant exercise. It discloses a $50.0 million PIPE (5,000,000 CoinShares Shares plus 1,666,667 commitment-fee shares) and pro forma ownership scenarios showing CoinShares shareholders holding 78.4% (no redemption) down to 91.5% (maximum redemptions) of Holdco, with Vine Hill public shareholders ranging from 14.3% to 0% depending on redemptions. Closing is conditioned on shareholder approvals, certain regulatory and listing approvals (Nasdaq), Royal Court of Jersey sanction of the scheme and other customary conditions.

Insights

Corporate Transactions Expert

Transaction will create a Nasdaq-listed CoinShares PLC combining Vine Hill and CoinShares via a SPAC merger and Jersey scheme.

The filing details a multi-step Business Combination: a merger of Vine Hill into a SPAC Merger Sub, a Jersey court-sanctioned Scheme of Arrangement to acquire CoinShares and a cash distribution/liquidation step. It includes a $50.0M PIPE and sponsor equity of 4,400,001 Holdco Ordinary Shares.

Key dependencies are shareholder approvals, Nasdaq listing approval, Royal Court of Jersey sanction and customary closing conditions; timing and consummation are conditional on satisfaction or waiver of these items.

Capital Structure & Investor Relations Expert

Pro forma ownership and redemption sensitivity are central to post-close capital structure.

The proxy provides five redemption scenarios showing material shifts in public versus sponsor and CoinShares ownership: Vine Hill public holders could hold between 22,000,000 (14.3%) and 0 Holdco shares depending on redemptions; CoinShares shareholders are shown at 78.4%–91.5%. The Sponsor will receive 4,400,001 Holdco Ordinary Shares (implied value cited).

Investor attention should focus on the Redemption Deadline, the Sponsor’s voting/waiver arrangements, Nasdaq listing condition and the effect of redemptions on available Trust Account proceeds.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________________

SCHEDULE 14A

____________________

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant		☒
Filed by a Party other than the Registrant		☐

Check the appropriate box:

☒		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Pursuant to §240.14a-12

VINE HILL CAPITAL INVESTMENT CORP.
(Name of Registrant as Specified in Its Charter)

________________________________________________________________

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒		No fee required.
☐		Fee paid previously with preliminary materials.
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

Table of Contents

PRELIMINARY PROXY STATEMENT/PROSPECTUS
SUBJECT TO COMPLETION, DATED MARCH 6, 2026

PROXY STATEMENT FOR Extraordinary General MEETING OF Shareholders OF
VINE HILL CAPITAL INVESTMENT CORP.

AND

PROSPECTUS FOR UP TO 26,400,001 ORDINARY SHARES, 11,000,000
WARRANTS, AND 11,000,000 ORDINARY SHARES issuable upon
exercise of Warrants
OF
Odysseus Holdings Limited

The Board of Directors of Vine Hill Capital Investment Corp., a Cayman Islands exempted company (“Vine Hill”), has unanimously approved and determined to be in the best interests of Vine Hill and its shareholders the business combination among Vine Hill, CoinShares International Limited, a public company limited by shares organized under the laws of Jersey (“CoinShares”), Odysseus Holdings Limited, a private company limited by shares organized under the laws of Jersey (“Holdco”) and Odysseus (Cayman) Limited, a Cayman Islands exempted company (“SPAC Merger Sub”), pursuant to which, (a) subject to the approval of Vine Hill’s shareholders, among other things, Vine Hill will merge with and into SPAC Merger Sub, with SPAC Merger Sub being the surviving entity as a direct, wholly-owned subsidiary of Holdco (the “SPAC Merger”) and with each Vine Hill shareholder receiving one no par value ordinary share of Holdco (each, a “Holdco Ordinary Share”) for each Vine Hill Class A ordinary share (each, a “Vine Hill Class A Share”), (b) subject to the approval of Vine Hill and CoinShares Shareholders, among other things, SPAC Merger Sub will acquire CoinShares, with such acquisition being effected by the exchange of all ordinary shares £0.000495 each in CoinShares’ share capital (each, a “CoinShares Share”) for Holdco Ordinary Shares by way of a court sanctioned scheme of arrangement under Jersey law (the “Scheme of Arrangement” and, together with the SPAC Merger, the “Mergers”), pursuant to which CoinShares will become a direct, wholly-owned subsidiary of SPAC Merger Sub, and (c) after the Mergers, SPAC Merger Sub will distribute any remaining cash (after giving effect to valid redemption elections of its public shareholders) in Vine Hill’s trust account held for the benefit of its public shareholders (the “Trust Account”) to Holdco and will be liquidated, pursuant to the terms and subject to the conditions set forth in the Business Combination Agreement, dated as of September 8, 2025, attached to this proxy statement/prospectus as Annex A (as it may be amended, restated, supplemented and/or otherwise modified from time to time, the “Business Combination Agreement”). As a result of the transactions contemplated by the Business Combination Agreement (collectively, the “Business Combination”), SPAC Merger Sub and CoinShares will become wholly-owned subsidiaries of Holdco and Holdco will become a publicly traded company. Holdco will be renamed CoinShares PLC in connection with the closing of the Business Combination. Thereafter, SPAC Merger Sub will be liquidated promptly such that CoinShares is the only direct subsidiary of Holdco.

As consideration for the SPAC Merger, at the effective time of the SPAC Merger, (a) each issued and outstanding Vine Hill Class A Share (including each Vine Hill Class A Share issued upon the Sponsor Share Conversion (as defined below)) will be converted into one Holdco Ordinary Share and (b) each outstanding public warrant of Vine Hill (each, a “Vine Hill Public Warrant”) will be assumed by Holdco as a public warrant of Holdco (each, a “Holdco Warrant”), having substantially the same terms and conditions and exercisable for Holdco Ordinary Shares. As consideration for the Scheme of Arrangement, at the effective time of the Scheme of Arrangement, (w) each CoinShares Share that is issued and outstanding (other than the PIPE Shares (as defined below)) will be exchanged for the number of Holdco Ordinary Shares equal to the quotient obtained by dividing (i) (A) $1.2 billion divided by (B) the number of Fully Diluted Equity Securities (as defined below) (such quotient obtained by dividing (A) by (B), the “Equity Value Per Share”) by (ii) $10.00 (such quotient obtained by dividing (i) by (ii), the “Equity Exchange Ratio”); (x) each option to purchase CoinShares Shares (each, a “CoinShares Option”) that is issued and outstanding and has vested pursuant to its terms will be converted into the right to receive an amount in cash equal to the product obtained by multiplying (i) the excess of the Equity Value Per Share over the exercise price of such CoinShares Option that has vested by (ii) the number of CoinShares Shares underlying such CoinShares Option; (y) (i) each CoinShares

Table of Contents

Option that is unvested will be converted into an option to purchase a number of Holdco Ordinary Shares equal to the product obtained by multiplying (A) the number of CoinShares Shares underlying such CoinShares Option by (B) the Equity Exchange Ratio and (ii) the per share exercise price of each Holdco Ordinary Share issuable upon exercise of each such converted CoinShares Option will be equal to the quotient obtained by dividing (A) the exercise price per share of such CoinShares Option immediately before the effective time of the Scheme of Arrangement by (B) the Equity Exchange Ratio, subject to the same terms and conditions of such CoinShares Option prior to conversion; and (z) each PIPE Share will be exchanged for one Holdco Ordinary Share. “Fully Diluted Equity Securities” means (a) CoinShares Shares issued and outstanding immediately prior to the effective time of the Scheme of Arrangement (other than the PIPE Shares) and (b) CoinShares Shares that, immediately prior to the effective time of the Scheme of Arrangement, would be issued if CoinShares Options, whether vested or unvested, were net settled by withholding CoinShares Shares upon exercise.

Concurrently with the execution of the Business Combination Agreement, in connection with a financing effort related to the Business Combination, CoinShares and Holdco entered into a subscription agreement with an institutional investor (the “PIPE Investor” and, such subscription agreement, the “PIPE Subscription Agreement”). Subject to the terms and conditions of the PIPE Subscription Agreement, the PIPE Investor agreed to subscribe for and purchase 5,000,000 CoinShares Shares from CoinShares (the “PIPE Investment Shares” and, such investment, the “PIPE Investment”) for a total purchase price of $50,000,000. In consideration of the PIPE Investor’s commitment, CoinShares has agreed, subject to the PIPE Investor’s compliance with its obligations under the PIPE Subscription Agreement, to issue to the PIPE Investor an additional 1,666,667 CoinShares Shares as a commitment fee immediately prior to the effective time of the Scheme of Arrangement (the “Commitment Fee Shares” and together with the PIPE Investment Shares, the “PIPE Shares”). Pursuant to the PIPE Subscription Agreement, the PIPE Investor may elect to reduce the number of PIPE Investment Shares that it is obligated to purchase under the PIPE Subscription Agreement by the number of Vine Hill Class A Shares acquired by the PIPE Investor in the open market or in privately negotiated transactions with third parties after the date of the Subscription Agreement and prior to the Extraordinary General Meeting and not submitted for redemption (on a one-for-one basis up to the total amount of PIPE Investment Shares subscribed for under the PIPE Subscription Agreement). Based on the most recent Schedule 13G filed by the PIPE Investor, the PIPE Investor holds 1,967,329 Vine Hill Class A Shares, representing approximately 39.3% of their commitment to purchase 5,000,000 PIPE Investment Shares. There is no assurance that the PIPE Investor will hold this number of Vine Hill Class A Shares, or any other number of Vine Hill Class A Shares, at the time of the Extraordinary General Meeting.

Holdco has applied to list the Holdco Ordinary Shares on The Nasdaq Stock Market (“Nasdaq”) under the symbol “CS” and to list the Holdco Warrants on Nasdaq under a symbol to be determined prior to consummation of the Business Combination. It is a condition to the parties obligation to consummate the Business Combination that the Holdco Ordinary Shares be approved for listing on Nasdaq. However, there is no assurance that Holdco will be able to satisfy the Nasdaq listing criteria or will be able to continue to satisfy such criteria following the consummation of the Business Combination.

Pro Forma Ownership

The following table summarizes the pro forma ownership of Holdco immediately following the Business Combination under: (1) the No Redemption Scenario; (2) the 25% Redemption Scenario; (3) 50% Redemption Scenario; (4) the 75% Redemption Scenario; and (5) the Maximum Redemption Scenario (each term as defined elsewhere in this proxy statement/prospectus), in each case excluding the dilutive effect of the Vine Hill Public Warrants. The following table does not give effect to the limitation under the Vine Hill Memorandum and Articles of Association that will prohibit redemptions in an amount that would cause Vine Hill’s net tangible assets to be less than $5,000,001. Please see the table in this proxy statement/prospectus under the sections entitled “Questions and Answers for Vine Hill Shareholders — What equity stake will current Vine Hill shareholders

Table of Contents

and CoinShares Shareholders hold in Holdco immediately after the Closing?” on page xv and “Summary of the Proxy Statement/Prospectus — Equity Stake Upon Closing” on page 8 for further information, including the dilutive effect of the Vine Hill Public Warrants.

		No Redemption Scenario(1)					25% Redemption Scenario(2)					50% Redemption Scenario(3)					75% Redemption Scenario(4)					Maximum Redemption Scenario(5)
		Holdco Ordinary Shares		Ownership %*			Holdco Ordinary Shares		Ownership %*			Holdco Ordinary Shares		Ownership %*			Holdco Ordinary Shares		Ownership %*			Holdco Ordinary Shares		Ownership %*
Vine Hill Public Shareholders		22,000,000		14.3	%		16,500,000		11.2	%		11,000,000		7.7	%		5,500,000		4.0	%		—		—	%
Sponsor(6)		4,400,001		2.9	%		4,400,001		3.0	%		4,400,001		3.1	%		4,400,001		3.2	%		4,400,001		3.4	%
CoinShares Shareholders(7)		120,000,000		78.4	%		120,000,000		81.3	%		120,000,000		84.5	%		120,000,000		87.9	%		120,000,000		91.5	%
PIPE Investor(8)		6,666,667		4.4	%		6,666,667		4.5	%		6,666,667		4.7	%		6,666,667		4.9	%		6,666,667		5.1	%
Total Holdco Ordinary Shares outstanding at Closing		153,066,668		100.0%			147,566,668		100.0%			142,066,668		100.0%			136,566,668		100.0%			131,066,668		100.0%

____________

* Amounts may not sum due to rounding. Share ownership presented under each redemption scenario is presented for illustrative purposes. Vine Hill and CoinShares cannot predict how many Vine Hill Public Shares will be redeemed. As a result, the redemption amount and the number of Vine Hill Public Shares redeemed in connection with the Business Combination may differ from the amounts presented above. The ownership percentages of current Vine Hill shareholders may also differ from the presentation above if the actual redemptions are different from these assumptions. See “Risk Factors — Risks Related to the Business Combination and Vine Hill — The ability of Vine Hill Public Shareholders to exercise redemption rights with respect to a large number of Vine Hill Public Shares, the terms of the proposed Business Combination or other factors may not allow Vine Hill to complete the Business Combination or optimize its capital structure.”

(1) Assumes that no Vine Hill Public Shareholders exercise redemption rights with respect to their Vine Hill Public Shares for a pro rata share of the funds in the Trust Account.

(2) Assumes that Vine Hill Public Shareholders holding approximately 25% of the Vine Hill Public Shares exercise redemption rights with respect to their Vine Hill Public Shares. This scenario assumes that 5,500,000 Vine Hill Public Shares are redeemed for an aggregate payment of approximately $57.9 million (based on the estimated per share redemption price of approximately $10.52 per share) from the Trust Account based on funds in the Trust Account as of September 30, 2025.

(3) Assumes that Vine Hill Public Shareholders holding approximately 50% of the Vine Hill Public Shares exercise redemption rights with respect to their Vine Hill Public Shares. This scenario assumes that 11,000,000 Vine Hill Public Shares are redeemed for an aggregate payment of approximately $115.7 million (based on the estimated per share redemption price of approximately $10.52 per share) from the Trust Account based on funds in the Trust Account as of September 30, 2025.

(4) Assumes that Vine Hill Public Shareholders holding approximately 75% of the Vine Hill Public Shares exercise redemption rights with respect to their Vine Hill Public Shares. This scenario assumes that 16,500,000 Vine Hill Public Shares are redeemed for an aggregate payment of approximately $173.6 million (based on the estimated per share redemption price of approximately $10.52 per share) from the Trust Account based on funds in the Trust Account as of September 30, 2025.

(5) Assumes that Vine Hill Public Shareholders holding all of the Vine Hill Public Shares exercise redemption rights with respect to their Vine Hill Public Shares. This scenario assumes that 22,000,000 Vine Hill Public Shares are redeemed for an aggregate payment of approximately $231.5 million (based on the estimated per share redemption price of approximately $10.52 per share) from the Trust Account based on funds in the Trust Account as of September 30, 2025.

(6) Reflects forfeiture of 2,933,333 Vine Hill Class B Shares.

(7) Excludes 723,038 Holdco Ordinary Shares underlying CoinShares Options assumed by Holdco in connection with the Business Combination. Reflects the maximum number of Holdco Ordinary Shares that may be issued to CoinShares Shareholders in connection with the Scheme of Arrangement. The actual number of Holdco Ordinary Shares to be issued to CoinShares Shareholders will be based on the Equity Exchange Ratio, which will be determined at the time of the Closing based on the number of issued and outstanding CoinShares Shares immediately prior to the effective time of the Scheme of Arrangement, including the net share settlement of any issued and outstanding CoinShares Options, whether vested or unvested, and excluding any treasury shares and the PIPE Shares.

(8) Assumes completion of the $50.0 million PIPE Investment that is satisfied by cash payments from the PIPE Investor and reflects issuance of 6,666,667 Holdco Ordinary Shares in exchange for 5,000,000 PIPE Investment Shares and 1,666,667 Commitment Fee Shares.

For more information, please see the sections of this proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information” on page 162 and “Security Ownership of Certain Beneficial Owners and Management” on page 280.

Table of Contents

Sponsor and Affiliates Compensation

The compensation received and to be received by the Sponsor and its affiliates upon the consummation of the Business Combination is 4,400,001 Holdco Ordinary Shares, with an implied aggregate market value of approximately $46.8 million (based upon the closing price of $10.63 per Vine Hill Class A Share on Nasdaq on February 26, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus), to be issued upon exchange of 4,400,001 Vine Hill Class A Shares (after giving effect to the Sponsor Share Conversion and the forfeiture of the Sponsor Forfeited Shares), as described in the section entitled “The Business Combination Proposal — Related Agreements — Sponsor Support Agreement.” In addition, the Sponsor will be eligible for reimbursement of transaction expenses advanced and/or paid by the Sponsor on behalf of Vine Hill.

Following the Closing, Holdco will be required to reimburse or pay, or cause to be reimbursed or paid, all expenses of the parties, provided that expenses of Vine Hill (subject to certain exceptions) shall only be reimbursed up to an amount of $4,000,000. The following table sets forth the payments to be received by our sponsor and its affiliates from us prior to or in connection with the completion of our initial business combination and the securities issued and to be issued by us to our sponsor or its affiliates:

Entity/Individual		Amount of Compensation to be Received or Securities Issued or to be Issued		Consideration Paid or to be Paid
Nicholas Petruska		Commencing on the date on which Vine Hill’s securities were first listed on Nasdaq, $33,000 per month, of which $16,500 per month is payable on a current basis and the balance will be payable upon consummation of Vine Hill’s initial business combination.		Services as Chief Executive Officer
Daniel Zlotnitsky		Commencing on the date on which Vine Hill’s securities were first listed on Nasdaq, $33,000 per month, of which $16,500 per month is payable on a current basis and the balance will be payable upon consummation of Vine Hill’s initial business combination.		Services as Chief Financial Officer
Dean Seavers		Commencing on the date on which Vine Hill’s securities were first listed on Nasdaq, $33,000 per month in director fees, all of which will be payable upon consummation of Vine Hill’s initial business combination.		Services as a Director
Vine Hill Capital Sponsor I LLC		Commencing on the date on which Vine Hill’s securities were first listed on Nasdaq, $10,000 per month.		Office space, administrative and shared personnel support services
		4,400,001 Holdco Ordinary Shares to be issued upon exchange of 4,400,001 Vine Hill Class A Shares (after giving effect to the conversion of 4,400,001 Vine Hill Class B Shares and the Sponsor Forfeited Shares).(1)		$25,000
		Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination		Services in connection with identifying, investigating and completing an initial business combination

____________

(1) The Sponsor is expected to receive 4,400,001 Holdco Ordinary Shares, with an implied aggregate market value of approximately $46.8 million (based upon the closing price of $10.63 per Vine Hill Class A Share on Nasdaq on February 26, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus). In addition, the Sponsor will forfeit 5,500,000 Vine Hill Private Warrants for no consideration.

Other than as described above, in no event will the Sponsor, any of Vine Hill’s existing officers or directors or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation prior to or for any services they render to effectuate, the completion of the Business Combination.

Table of Contents

In connection with Vine Hill’s initial public offering (the “Vine Hill IPO”), the Sponsor and Vine Hill’s directors and executive officers agreed to vote their Vine Hill Ordinary Shares (except that any Vine Hill Public Shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) in favor of the Business Combination Proposal (as defined elsewhere in this proxy statement/prospectus). Further, concurrently with the execution of the Business Combination Agreement, the Sponsor entered into a Sponsor Support Agreement with Vine Hill, CoinShares and Holdco, dated as of September 8, 2025 (the “Sponsor Support Agreement”). Pursuant to the terms and conditions of the Sponsor Support Agreement, the Sponsor agreed to vote its Vine Hill Ordinary Shares (except that any Vine Hill Public Shares it may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the Business Combination) in favor of each Shareholder Proposal (as defined elsewhere in this proxy statement/prospectus) being presented at the Extraordinary General Meeting (as defined below). As of the Record Date, the Sponsor owns approximately 25% of the total outstanding Vine Hill Ordinary Shares. When you consider the recommendation of these proposals by the Board of Directors of Vine Hill (the “Vine Hill Board”), you should keep in mind that the Sponsor and certain of Vine Hill’s directors and officers have interests in the Business Combination that may be different from or in addition to, your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Certain Interests of Vine Hill’s Directors and Officers and Others in the Business Combination” on page 125 for a further discussion of these considerations.

This proxy statement/prospectus covers: (i) 37,400,001 Holdco Ordinary Shares (including 11,000,000 Holdco Ordinary Shares that are issuable upon exercise of the Holdco Warrants) and (ii) 11,000,000 Holdco Warrants.

Vine Hill will hold the Extraordinary General Meeting to consider matters relating to the Business Combination at 10:00 a.m., Eastern Time, on March 27, 2026. For the purposes of the Vine Hill Memorandum and Articles of Association, the physical place of the meeting will be at Paul Hastings LLP, 200 Park Avenue, New York, New York 10166. However, in order to facilitate access for Vine Hill’s shareholders, the Extraordinary General Meeting will be held in virtual meeting format at https://www.cstproxy.com/vinehillcapital/2026. There is no requirement to attend the Extraordinary General Meeting in person at the physical meeting location. You or your proxyholder will be able to attend and vote at the Extraordinary General Meeting in-person online by visiting and using a control number assigned by Continental Stock Transfer & Trust Company, Vine Hill’s transfer agent. To register and receive access to the Extraordinary General Meeting, registered shareholders and beneficial owners of Vine Hill Ordinary Shares (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement/prospectus.

If you have any questions or need assistance voting your Vine Hill Ordinary Shares, please contact Sodali & Co, our proxy solicitor, by calling (800) 662-5200 or if you are a bank or a broker, by calling (203) 658-9400 or by emailing VCIC.info@investor.sodali.com. The notice of the Extraordinary General Meeting and this proxy statement/prospectus will be available at https://www.cstproxy.com/vinehillcapital/2026.

Your vote is very important. To ensure your representation at the Extraordinary General Meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions contained in the accompanying proxy statement/prospectus and on your proxy card. Please submit your proxy promptly whether or not you expect to participate in the meeting. Submitting a proxy now will NOT prevent you from being able to vote online during the virtual Extraordinary General Meeting. If you hold your shares in “street name,” you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee.

For terms used in this notice but not otherwise defined herein, please refer to the Frequently Used Terms section of this proxy statement/prospectus.

This proxy statement/prospectus provides Vine Hill’s shareholders with detailed information about the Business Combination and other matters to be considered at the Extraordinary General Meeting of Vine Hill. It also contains or references information about Vine Hill, CoinShares and Holdco and certain related matters. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. In particular, when you consider the recommendation regarding these proposals by the Vine Hill Board, you should keep in mind that the Sponsor and Vine Hill’s directors and officers have interests in the Business Combination that are different from or in addition to or may conflict with, your interests as a shareholder. For instance, the Sponsor, Vine Hill’s officers and directors and/or their affiliates will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidating Vine Hill. See the section of this proxy statement/prospectus entitled “The

Table of Contents

Business Combination Proposal — Certain Interests of Vine Hill’s Directors and Officers and Others in the Business Combination” on page 125 for a further discussion of these considerations. You should also carefully consider the risk factors described under the heading “Risk Factors” beginning on page 32 of this proxy statement/prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying proxy statement/prospectus or determined that the accompanying proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The director of Holdco has taken all reasonable care to ensure that the facts stated in this document are true and accurate in all material respects, and that there are no other facts the omission of which would make misleading any statement in the document, whether of facts or of opinion. The director accepts responsibility accordingly.

A copy of this document has been delivered by Holdco to the registrar of companies in Jersey (the “Jersey Registrar”) in accordance with Article 5 of the Companies (General Provisions) (Jersey) Order 2002, as amended, and the Jersey Registrar has given, and has not withdrawn, his consent to its circulation. The Jersey Financial Services Commission (the “Jersey Commission”) has given, and has not withdrawn, or will have given prior to the issue of the Holdco Ordinary Shares, Holdco Warrants and Holdco Ordinary Shares issuable upon the exercise of the Holdco Warrants and not withdrawn, its consent under Article 4 of the Control of Borrowing (Jersey) Order 1958 to the issue of the foregoing. The Jersey Commission is protected by the Control of Borrowing (Jersey) Law 1947, as amended, against liability arising from the discharge of its functions under that law. It must be distinctly understood that, in giving these consents, neither the Jersey Registrar nor the Jersey Commission takes any responsibility for the financial soundness of Holdco or for the correctness of any statements made, or opinions expressed, with regard to it.

If you are in any doubt about the contents of this document you should consult your stockbroker, bank manager, solicitor, accountant or other financial adviser. It should be remembered that the price of securities and the income from them can go down as well as up.

The accompanying preliminary proxy statement/prospectus is dated March 6, 2026 and will first be mailed to Vine Hill’s shareholders on or about March 6, 2026.

Table of Contents

VINE HILL CAPITAL INVESTMENT CORP.
500 E. Broward Blvd., Suite 900
Fort Lauderdale, Florida 33394

NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON MARCH 27, 2026

TO THE SHAREHOLDERS OF VINE HILL CAPITAL INVESTMENT CORP.:

NOTICE IS GIVEN that an extraordinary general meeting (including any adjournments or postponements of the extraordinary general meeting, the “Extraordinary General Meeting”) of Vine Hill Capital Investment Corp., a Cayman Islands exempted company (“Vine Hill”), will be held on March 27, 2026, at 10:00 a.m., Eastern Time, virtually at https://www.cstproxy.com/vinehillcapital/2026. For the purposes of the amended and restated memorandum and articles of association of Vine Hill (the “Vine Hill Memorandum and Articles of Association”), the physical place of the meeting will be at Paul Hastings LLP, 200 Park Avenue, New York, New York 10166. The Extraordinary General Meeting will be held for the following purposes:

Proposal No. 1 — The Business Combination Proposal — To consider and vote upon a proposal to approve, by ordinary resolution, (i) the Business Combination Agreement, dated as of September 8, 2025, attached to the accompanying proxy statement/prospectus as Annex A (as it may be amended, restated, supplemented and/or otherwise modified from time to time, the “Business Combination Agreement”), by and among Vine Hill, CoinShares International Limited, a public company limited by shares organized under the laws of Jersey (“CoinShares”), Odysseus Holdings Limited, a private company limited by shares organized under the laws of Jersey (“Holdco”) and Odysseus (Cayman) Limited, a Cayman Islands exempted company (“SPAC Merger Sub”), pursuant to which (a) subject to the approval of Vine Hill’s shareholders, among other things, Vine Hill will merge with and into SPAC Merger Sub, with SPAC Merger Sub being the surviving entity as a direct, wholly-owned subsidiary of Holdco and (i) with each Vine Hill shareholder receiving one no par value ordinary share of Holdco (each, a “Holdco Ordinary Share”), for each Class A ordinary share of Vine Hill, par value $0.0001 per share (each, a “Vine Hill Class A Share”), held by it (after giving effect to the conversion of each Class B ordinary share of Vine Hill, par value $0.0001 per share (each, a “Vine Hill Class B Share” and together with the Vine Hill Class A Shares, the “Vine Hill Ordinary Shares”) into one Vine Hill Class A Share and the separation of the units sold in Vine Hill’s initial public offering (the “Vine Hill IPO” and such units, the “Vine Hill Units”), each such Vine Hill Unit consisting of one Vine Hill Class A Share and one-half of one warrant to purchase one Vine Hill Class A Share (each such warrant, a “Vine Hill Public Warrant”) into the Vine Hill Class A Shares and Vine Hill Public Warrants underlying such Vine Hill Units) and (ii) each Vine Hill Public Warrant outstanding immediately prior to the effectiveness of the SPAC Merger (as defined below) being converted into the right to receive one warrant of Holdco (each, a “Holdco Warrant”), with Holdco assuming Vine Hill’s obligations under the existing warrant agreement (the “SPAC Merger”), (b) subject to the approval of Vine Hill and CoinShares Shareholders, among other things, SPAC Merger Sub will acquire CoinShares, with such acquisition being effected by the exchange of all issued and outstanding ordinary shares of CoinShares, par value £0.000495 per share (the “CoinShares Shares”), for Holdco Ordinary Shares by way of a court sanctioned scheme of arrangement under Jersey law (the “Scheme of Arrangement” and, together with the SPAC Merger, the “Mergers” and, together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”), pursuant to which CoinShares will become a direct, wholly-owned subsidiary of SPAC Merger Sub and (c) after the Mergers, SPAC Merger Sub will distribute any remaining cash (after giving effect to valid redemption elections of its public shareholders) in Vine Hill’s trust account held for its public shareholders (the “Trust Account”) to Holdco and will be liquidated and (ii) the Business Combination. As a result of the Business Combination, SPAC Merger Sub and CoinShares will become wholly-owned subsidiaries of Holdco and Holdco will become a publicly traded company, all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with applicable law. We refer to this proposal as the “Business Combination Proposal.”

Proposal No. 2 — The SPAC Merger Proposal — To consider and vote upon a proposal to authorize and approve, by special resolution, (i) the SPAC Merger and (ii) the plan of merger (the “Plan of Merger”) to be adopted in connection with the SPAC Merger, substantially in the form attached to the accompanying proxy statement/prospectus as Annex B. We refer to this proposal as the “SPAC Merger Proposal.”

Table of Contents

Proposal No. 3 — The Organizational Document Proposal — To consider and vote upon a proposal to approve, by ordinary resolution, the Amended and Restated Memorandum and Articles of Association of Holdco (the “Proposed Holdco Memorandum and Articles of Association”) in connection with the Business Combination. We refer to this proposal as the “Organizational Document Proposal” and, together with the Business Combination Proposal and the SPAC Merger Proposal, the “Condition Precedent Proposals.” The form of the Proposed Holdco Memorandum and Articles of Association is attached to the accompanying proxy statement/prospectus as Annex C.

Proposal No. 4 — The Advisory Organizational Document Proposals — To consider and vote upon the following four separate proposals (collectively, the “Advisory Organizational Document Proposals”) to approve, on an advisory non-binding basis and as required by the applicable U.S. Securities and Exchange Commission (“SEC”) guidance, by ordinary resolution, each of the following material differences between the Vine Hill Memorandum and Articles of Association and the Proposed Holdco Memorandum and Articles of Association:

• Advisory Organizational Document Proposal 4A — The Proposed Holdco Memorandum and Articles of Association will not include a provision governing amendments thereto, and, as a result, amendments will be governed by the Jersey Companies Law;

• Advisory Organizational Document Proposal 4B — The Proposed Holdco Memorandum and Articles of Association will provide that the minimum number of directors will be three and the maximum number of directors will be ten, subject to amendment by a special resolution, passed by the affirmative vote of holders of not less than sixty-seven percent (67%) of the votes cast by shareholders voting in person or by proxy, at a general meeting of Holdco;

• Advisory Organizational Document Proposal 4C — The Proposed Holdco Memorandum and Articles of Association will provide that directors may be elected (either to fill a vacancy or as an addition to any existing directors) or removed from office by a special resolution, passed by the affirmative vote of holders of not less than sixty-seven percent (67%) of the votes cast by shareholders voting in person or by proxy, at a general meeting of Holdco; and

• Advisory Organizational Document Proposal 4D — The Proposed Holdco Memorandum and Articles of Association will not include certain provisions applicable only to blank check companies that will no longer be applicable upon consummation of the Business Combination.

Proposal No. 5 — The NTA Proposal — To consider and vote upon a proposal, by special resolution, to amend certain provisions of the Vine Hill Memorandum and Articles of Association, which amendments (the “NTA Amendments”) shall remove from the Vine Hill Memorandum and Articles of Association requirements limiting Vine Hill’s ability to redeem Vine Hill Public Shares and consummate an initial business combination if the amount of such redemptions would cause Vine Hill to have less than $5,000,001 in net tangible assets. The NTA Proposal is conditioned upon the approval of the Condition Precedent Proposals. Therefore, if the Condition Precedent Proposals are not approved, then the NTA Proposal will have no effect, even if approved by Vine Hill’s shareholders. We refer to this proposal as the “NTA Proposal.”

Proposal No. 6 — The Adjournment Proposal — To consider and vote upon a proposal to approve, by ordinary resolution, the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary or desirable: (i) to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Extraordinary General Meeting; (ii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Vine Hill has determined in good faith after consultation with outside legal counsel is required under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by its shareholders prior to the Extraordinary General Meeting; (iii) to seek reversals of redemption requests if Vine Hill Public Shareholders have elected to redeem an amount of Vine Hill Public Shares such that Vine Hill would have less than $5,000,001 in net tangible assets; or (iv) to engage with investors. We refer to this proposal as the “Adjournment Proposal,” and, collectively with the Condition Precedent Proposals, the Advisory Organizational Document Proposals and the NTA Proposal, the “Shareholder Proposals.”

These items of business are described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting.

Table of Contents

Only holders of record of Vine Hill Ordinary Shares (including those held by Vine Hill Capital Sponsor I LLC (the “Sponsor”)) at the close of business on March 2, 2026 (the “Record Date”) are entitled to notice of and to have their votes counted at the Extraordinary General Meeting.

The approval of each of the SPAC Merger Proposal and the NTA Proposal requires a special resolution under the Companies Act (as revised) of the Cayman Islands and the Vine Hill Memorandum and Articles of Association, being a resolution passed by the affirmative vote of at least two-thirds of the votes cast by the holders of the issued Vine Hill Ordinary Shares, voting together as a single class, who are present in person (including virtually) or represented by proxy and entitled to vote on the SPAC Merger Proposal and the NTA Proposal, respectively, at the Extraordinary General Meeting.

The approval of each of the Business Combination Proposal, the Organizational Document Proposal, the Advisory Organizational Document Proposals and the Adjournment Proposal requires an ordinary resolution, being a resolution passed by the affirmative vote of at least a simple majority of the votes cast by the holders of the issued Vine Hill Ordinary Shares, voting together as a single class, who are present in person (including virtually) or represented by proxy and entitled to vote on the respective proposal at the Extraordinary General Meeting. Although the Vine Hill Board is asking Vine Hill’s shareholders to approve the Advisory Organizational Document Proposals on a non-binding advisory basis, regardless of the outcome of the non-binding advisory vote on the Advisory Organizational Document Proposals, the Proposed Holdco Memorandum and Articles of Association will take effect upon the Closing if the Condition Precedent Proposals are approved.

The accompanying proxy statement/prospectus and proxy card are being provided to Vine Hill’s shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting. Whether or not you plan to attend the Extraordinary General Meeting, all of Vine Hill’s shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and the documents referred to in the accompanying proxy statement/prospectus, carefully and in their entirety. You should also carefully consider the risk factors described under the heading “Risk Factors” beginning on page 32 of the accompanying proxy statement/prospectus.

After careful consideration, the Vine Hill Board has unanimously approved the Business Combination and unanimously recommend that shareholders vote “FOR” the adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Business Combination and “FOR” all other proposals presented to Vine Hill’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the Vine Hill Board, you should keep in mind that the Sponsor and certain of Vine Hill’s directors and officers have interests in the Business Combination that may be different from or in addition to, your interests as a shareholder. For instance, the Sponsor and certain of Vine Hill’s officers and directors will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidating Vine Hill. See the section of the accompanying proxy statement/prospectus entitled “The Business Combination Proposal — Certain Interests of Vine Hill’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

In connection with the Business Combination, certain related agreements have been or will be entered into at or prior to the Closing, including the A&R Registration Rights Agreement, the Sponsor Support Agreement and the Shareholder Support Agreement (each term as defined in the accompanying proxy statement/prospectus). See “The Business Combination Proposal — Certain Agreements Related to the Business Combination” and “Certain Relationships and Related Party Transactions” in the accompanying proxy statement/prospectus for more information.

Pursuant to the Vine Hill Memorandum and Articles of Association, a holder of Vine Hill Class A Shares (including Vine Hill Class A Shares held as part of Vine Hill Units), whether purchased in the Vine Hill IPO or following the Vine Hill IPO in the open market (a “Vine Hill Public Shareholder,” and such shares, the “Vine Hill Public Shares”), may request to redeem all or a portion of such holder’s Vine Hill Public Shares for cash if the Business Combination is consummated. As a holder of Vine Hill Public Shares, you will be entitled to receive cash for any Vine Hill Public Shares to be redeemed only if you:

1. (a) hold Vine Hill Public Shares or (b) hold Vine Hill Public Shares through Vine Hill Units and elect to separate your Vine Hill Units into the underlying Vine Hill Public Shares and Vine Hill Public Warrants prior to exercising your redemption rights with respect to the Vine Hill Public Shares;

Table of Contents

2. submit a written request to Continental Stock Transfer & Trust Company (the “Transfer Agent”), Vine Hill’s transfer agent, including the legal name, phone number and address of the beneficial owner of the Vine Hill Public Shares for which redemption is requested, that Vine Hill redeem all or a portion of your Vine Hill Public Shares for cash; and

3. deliver the share certificates for your Vine Hill Public Shares (if any) along with the redemption forms to the Transfer Agent, physically or electronically, through The Depository Trust Company (“DTC”).

Holders must complete the procedures for electing to redeem their Vine Hill Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on March 25, 2026 (two business days prior to the initially scheduled date of the Extraordinary General Meeting) (the “Redemption Deadline”) in order for their Vine Hill Public Shares to be redeemed.

Vine Hill Public Shareholders may elect to redeem Vine Hill Public Shares held by them, regardless of if or how they vote in respect of the Business Combination Proposal and regardless of whether they hold Vine Hill Public Shares on the Record Date. If the Business Combination is not consummated, the Vine Hill Public Shares will be returned to the respective holder, broker, bank or nominee.

If the Business Combination is consummated and if a Vine Hill Public Shareholder properly exercises its right to redeem all or a portion of the Vine Hill Public Shares that it holds and timely delivers its share certificates (if any) and other redemption forms (as applicable) to the Transfer Agent, Vine Hill will redeem such Vine Hill Public Shares for a per-share price, payable in cash, equal to the pro rata portion of the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the Closing, including interest earned on the Trust Account and not previously released to Vine Hill (net of taxes payable, if any) (such redemption price being referred to herein as the “Redemption Price”). For illustrative purposes, based on the Trust Account balance as of the Record Date, this would have amounted to approximately $10.68 per Vine Hill Public Share. If a Vine Hill Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Vine Hill Public Shares for cash and will no longer own Vine Hill Public Shares.

Prior to exercising redemption rights, Vine Hill Public Shareholders should verify the market price of the Vine Hill Public Shares, as they may receive higher proceeds from the sale of their Vine Hill Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the Redemption Price. Vine Hill cannot assure Vine Hill Public Shareholders that they will be able to sell their Vine Hill Public Shares in the open market, even if the market price per share is higher than the Redemption Price stated above, as there may not be sufficient liquidity in its securities when Vine Hill Public Shareholders wish to sell their Vine Hill Public Shares.

Any request for redemption, once made by a Vine Hill Public Shareholder, may not be withdrawn unless the Vine Hill Board determines (in its sole discretion) to permit such withdrawal of a redemption request (which it may do in whole or in part).

Any corrected or changed written exercise of redemption rights must be received by the Transfer Agent prior to the Redemption Deadline and, following such deadline, with Vine Hill’s consent, prior to the Extraordinary General Meeting. No request for redemption will be honored unless the applicable Vine Hill Public Shareholder’s Vine Hill Public Shares have been delivered (either physically or electronically through DTC) to the Transfer Agent by 5:00 p.m., Eastern Time, on March 25, 2026 (two business days prior to the initially scheduled date of the Extraordinary General Meeting).

See the section of the accompanying proxy statement/prospectus entitled “Extraordinary General Meeting of Vine Hill Shareholders — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your Vine Hill Public Shares.

Notwithstanding the foregoing, a Vine Hill Public Shareholder, together with any affiliate of such Vine Hill Public Shareholder or any other person with whom such Vine Hill Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming its Vine Hill Public Shares with respect to more than an aggregate of 15% of the Vine Hill Public Shares without the prior consent of Vine Hill. Accordingly, if a Vine Hill Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Vine Hill Public Shares without the prior consent of Vine Hill, then any such shares in excess of that 15% limit would not be redeemed for cash.

Table of Contents

The Sponsor and each director and officer of Vine Hill have agreed to vote in favor of the Business Combination and to waive their redemption rights in connection with the Closing with respect to any Vine Hill Class A Shares held by them. None of the Sponsor nor the directors or officers of Vine Hill received separate consideration for their waiver of redemption rights. Further, concurrently with the execution of the Business Combination Agreement, the Sponsor entered into a Sponsor Support Agreement with Vine Hill, CoinShares and Holdco, dated as of September 8, 2025 (the “Sponsor Support Agreement”). Pursuant to the terms and conditions of the Sponsor Support Agreement, the Sponsor agreed to vote its Vine Hill Ordinary Shares in favor of each Shareholder Proposal being presented at the Extraordinary General Meeting. The Vine Hill Ordinary Shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per-share Redemption Price. As of the Record Date, the Sponsor owns approximately 25% of the issued and outstanding Vine Hill Ordinary Shares.

The consummation of the Business Combination is conditioned upon the satisfaction or written waiver (where permissible) by the parties to the Business Combination Agreement of certain customary closing conditions. These conditions include, among other things: (i) approval by Vine Hill’s shareholders of the Condition Precedent Proposals; (ii) approval by CoinShares Shareholders of the Scheme of Arrangement; (iii) receipt of certain specified regulatory approvals, including, without limitation, expiration or termination of any waiting period under the Hart-Scott-Rodino Act; (iv) consummation of the Business Combination not being prohibited or enjoined by any order, rule, regulation or other applicable law; (v) absence of any secured creditors of Vine Hill; (vi) Holdco Ordinary Shares having been approved for listing on The Nasdaq Stock Market (“Nasdaq”) (or any other public stock market or exchange in the United States as may be agreed by CoinShares and Vine Hill), subject to official notice of issuance thereof; (vii) effectiveness of the registration statement of which this proxy statement/prospectus forms a part in accordance with the Securities Act and absence of any stop order issued by the SEC which remains in effect with respect to the registration statement of which this proxy statement/prospectus forms a part; and (viii) the Royal Court of Jersey sanctioning the Scheme of Arrangement and the submission by CoinShares of the court’s order to the Registrar of Companies of Jersey for registration. For more information, see “The Business Combination Proposal — Business Combination Agreement — Closing Conditions.”

Vine Hill’s equity securities trade on the Nasdaq Global Market. Each Vine Hill Unit consists of one Vine Hill Class A Share and one-half of one Vine Hill Public Warrant and trades under the symbol “VCICU.” The Vine Hill Class A Shares and Vine Hill Public Warrants trade under the symbols “VCIC” and “VCICW,” respectively. Each whole Vine Hill Public Warrant entitles the holder to purchase one Vine Hill Class A Share at a price of $11.50 per share, subject to adjustment. The Vine Hill Units that have not previously been separated at the election of holders will automatically separate into the component securities immediately prior to the effective time of the SPAC Merger and, as a result, will no longer trade as a separate security. Holdco has applied to list the Holdco Ordinary Shares on Nasdaq under the symbol “CS” and to list the Holdco Warrants on Nasdaq under a symbol to be determined prior to consummation of the Business Combination. It is a condition to the parties obligation to consummate the Business Combination that the Holdco Ordinary Shares be approved for listing on Nasdaq. However, there is no assurance that Holdco will be able to satisfy the Nasdaq listing criteria or will be able to continue to satisfy such criteria following the consummation of the Business Combination. Holdco will not have units traded following the consummation of the Business Combination.

Your vote is very important. Whether or not you plan to attend the Extraordinary General Meeting, please submit your proxy as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented and voted at the Extraordinary General Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting. The transactions contemplated by the Business Combination Agreement will be consummated only if the Condition Precedent Proposals are approved at the Extraordinary General Meeting and if the other conditions to closing are satisfied or waived. Each of the Condition Precedent Proposals is cross-conditioned on the approval or waiver of each other Condition Precedent Proposal. The Advisory Organizational Document Proposals and the NTA Proposal are conditioned on the approval or waiver of each of the Condition Precedent Proposals. The Adjournment Proposal is not conditioned upon the approval or waiver of any other proposal set forth in the accompanying proxy statement/prospectus.

Table of Contents

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the Shareholder Proposals presented at the Extraordinary General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote and do not attend the Extraordinary General Meeting in person (including virtually), the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting and will not be voted. If you are a shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person (including virtually), you may withdraw your proxy and vote in person (including virtually).

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST SUBMIT A WRITTEN REQUEST, INCLUDING THE LEGAL NAME, PHONE NUMBER AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, TO THE TRANSFER AGENT THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH. YOU MUST ALSO DELIVER YOUR PUBLIC SHARES TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY, USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE VINE HILL PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME TO EXERCISE YOUR REDEMPTION RIGHTS YOU MUST INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT. SEE THE SECTION OF THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS ENTITLED “EXTRAORDINARY GENERAL MEETING OF VINE HILL SHAREHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

On behalf of the Vine Hill Board, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

By Order of the Board of Directors

/s/ Nicholas Petruska

Nicholas Petruska

Chief Executive Officer

March 6, 2026

Table of Contents

TABLE OF CONTENTS

		Page
ABOUT THIS PROXY STATEMENT/PROSPECTUS		iii
TRADEMARKS		iii
IMPORTANT INFORMATION ABOUT U.S. GAAP AND IFRS		iv
EXCHANGE RATES		iv
MARKET AND INDUSTRY DATA		v
FREQUENTLY USED TERMS		vi
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		x
QUESTIONS AND ANSWERS FOR VINE HILL SHAREHOLDERS		xiii
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS		1
RISK FACTORS		32
EXTRAORDINARY GENERAL MEETING OF VINE HILL SHAREHOLDERS		96
THE BUSINESS COMBINATION PROPOSAL		103
THE SPAC MERGER PROPOSAL		131
THE ORGANIZATIONAL DOCUMENT PROPOSAL		135
THE ADVISORY ORGANIZATIONAL DOCUMENT PROPOSALS		137
THE NTA PROPOSAL		141
THE ADJOURNMENT PROPOSAL		144
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS		146
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS OF THE SCHEME OF ARRANGEMENT TO HOLDERS OF COINSHARES SHARES		157
CERTAIN MATERIAL JERSEY TAX CONSIDERATIONS		161
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION		162
COMPARATIVE PER SHARE INFORMATION		180
INFORMATION ABOUT VINE HILL		183
VINE HILL’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		202
INFORMATION ABOUT COINSHARES		206
EXECUTIVE COMPENSATION OF COINSHARES		227
COINSHARES’ MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		228
MANAGEMENT OF HOLDCO AFTER THE BUSINESS COMBINATION		257
DESCRIPTION OF SECURITIES OF HOLDCO		263
COMPARISON OF CORPORATE GOVERNANCE AND SHAREHOLDERS’ RIGHTS		269
SHARES ELIGIBLE FOR FUTURE SALE		272
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS		274
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		280
MARKET INFORMATION AND DIVIDENDS ON SECURITIES		284
SHAREHOLDER COMMUNICATIONS		286
APPRAISAL RIGHTS		286
LEGAL MATTERS		287
EXPERTS		287
CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT		288
TRANSFER AGENT AND REGISTRAR		289
DELIVERY OF DOCUMENTS TO SHAREHOLDERS		289
OTHER MATTERS		289
FUTURE SHAREHOLDER PROPOSALS		289
ENFORCEMENT OF CIVIL LIABILITIES		290
NOTICES UNDER JERSEY LAW		291

i

Table of Contents

		Page
WHERE YOU CAN FIND MORE INFORMATION		292
JERSEY PROSPECTUS SUPPLEMENT		293
INDEX TO FINANCIAL STATEMENTS		F-1
ANNEX A — BUSINESS COMBINATION AGREEMENT		A-1
ANNEX B — PLAN OF MERGER		B-1
ANNEX C — FORM OF THE PROPOSED HOLDCO MEMORANDUM AND ARTICLES OF ASSOCIATION		C-1

ii

Table of Contents

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by Holdco, constitutes a prospectus of Holdco under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to (1) the Holdco Ordinary Shares to be issued to Vine Hill’s shareholders, (2) the Holdco Ordinary Shares to be issued to the shareholders of CoinShares, (3) the Holdco Warrants to be issued by Holdco to holders of Vine Hill Public Warrants and (4) the Holdco Ordinary Shares underlying the Holdco Warrants, in each case, if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the Extraordinary General Meeting of Vine Hill’s shareholders at which Vine Hill’s shareholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters.

You should rely only on the information contained or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of such incorporated document. Neither the mailing of this proxy statement/prospectus to Vine Hill’s shareholders nor the issuance by Holdco of Holdco Ordinary Shares in connection with the Business Combination will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities or the solicitation of a proxy or consent, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

If you would like additional copies of this proxy statement/prospectus or if you have questions about the Business Combination or the proposals to be presented at the Extraordinary General Meeting, please contact Vine Hill’s proxy solicitor listed below. You will not be charged for any of these documents that you request.

If you have questions about the Proposals or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card, you should contact the Vine Hill’s proxy solicitation agent at:

In order for you to receive timely delivery of the documents in advance of the Extraordinary General Meeting to be held on March 27, 2026, you must request the information by March 20, 2026.

For a more detailed description of the information incorporated by reference in this proxy statement/prospectus and how you may obtain it, see the section captioned “Where You Can Find More Information” beginning on page 292 of this proxy statement/prospectus.

TRADEMARKS

Vine Hill and CoinShares own or have rights to trademarks that they use in connection with the operation of their respective businesses and that are used in this proxy statement/prospectus. This proxy statement/prospectus also includes other trademarks, trade names and service marks that are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this proxy statement/prospectus are listed without the applicable ®, ™ and SM symbols, but they will assert, to the fullest extent under applicable law, their rights to these trademarks, trade names and service marks.

iii

Table of Contents

Important Information about U.S. GAAP AND IFRS

Vine Hill’s financial statements included in this proxy statement/prospectus have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC.

CoinShares’ financial statements included in this proxy statement/prospectus have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). Presentation of financial information in accordance with IFRS requires CoinShares’ management to make various estimates and assumptions which may impact the values shown in the Selected Historical Financial Information of CoinShares and the notes thereto. The actual values may differ from such assumptions.

Holdco’s audited financial statements included in this proxy statement/prospectus have been prepared in accordance with IFRS. Presentation of financial information in accordance with IFRS requires Holdco’s management to make various estimates and assumptions which may impact the values shown in the Selected Historical Financial Information of Holdco and the notes thereto. The actual values may differ from such assumptions.

Exchange Rates

Holdco’s reporting currency is the U.S. dollar. The determination of the functional and reporting currency of Holdco is based on the primary currency in which Holdco operates.

The translation of foreign currencies into U.S. dollars is performed for assets and liabilities at the end of each reporting period based on the then current exchange rates. For revenue and expense accounts, an average monthly foreign currency rate is applied. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars will be recorded as part of a separate component of shareholders’ deficit and reported in Holdco’s financial statements. Foreign currency transaction gains and losses will be included in other income (expense), net for the period.

CoinShares’ reporting currency presented in the consolidated financial statements contained elsewhere in this proxy statement/prospectus have been presented in U.S. dollars, as historically CoinShares has presented its consolidated financial statements with a reporting currency of British Pounds Sterling, see Note 2(a) to CoinShares’ audited consolidated financial statements included elsewhere in this proxy statement/prospectus. The determination of the functional currency of each company in the group is generally based on the primary currency in which the company operates, CoinShares’ functional currency up until January 1, 2025 was determined to be British Pounds Sterling, subsequent to this date it was determined to be U.S. dollars. Foreign currency transactions are translated into the functional currency of the relevant Group Company entity using the exchange rates prevailing at the dates of the transactions. At each reporting date, monetary assets and liabilities denominated in a foreign currency are translated into the functional currency of the relevant Group Company entity at the closing exchange rate. Non-monetary assets and liabilities denominated in a foreign currency and measured at historical cost, are initially translated into the functional currency of the relevant Group Company entity at the date of the transaction, and are not subsequently re-translated. Non-monetary assets and liabilities denominated in a foreign currency and measured at fair value, are measured using the exchange rate at each date the fair value is determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in profit and loss.

Foreign exchange gains and losses from the translation of assets and liabilities measured at fair value are recognized as part of the fair value gain or loss.

iv

Table of Contents

MARKET AND INDUSTRY DATA

Information contained in this proxy statement/prospectus concerning the market and the industry in which CoinShares operations, including its market position, general expectations of market opportunity, size and growth rates, is based on information from various third-party sources, on assumptions made by CoinShares based on such sources and CoinShares’ knowledge of the markets for its services and solutions. This information and any estimates provided herein involve numerous assumptions and limitations and you are cautioned not to give undue weight to such information. Third-party sources generally state that the information contained in such source has been obtained from sources believed to be reliable but that there can be no assurance as to the accuracy or completeness of such information. Neither Vine Hill nor CoinShares have independently verified this third-party information. The industry in which CoinShares operates is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this proxy statement/prospectus are subject to change based on various factors, including those described in the sections of this proxy statement/prospectus entitled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors — Risks Related to Our Business and Industry” and elsewhere in this proxy statement/prospectus.

v

Table of Contents

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “Vine Hill” refer to Vine Hill Capital Investment Corp., the term “CoinShares” refers to CoinShares International Limited, a public company limited by shares organized under the laws of Jersey, and its subsidiaries prior to the consummation of the Business Combination, which will be the business of Holdco following the consummation of the Business Combination, the term “Holdco” refers to Odysseus Holdings Limited, a private company limited organized under the laws of Jersey, and the term the “Combined Company” refers to Holdco immediately after the consummation of the Business Combination, which provides for SPAC Merger Sub as Holdco’s wholly-owned subsidiary.

In this document:

“25% Redemption Scenario” means a scenario in which 25% of the Vine Hill Public Shares are redeemed for cash from the Trust Account.

“50% Redemption Scenario” means a scenario in which 50% of the Vine Hill Public Shares are redeemed for cash from the Trust Account.

“75% Redemption Scenario” means a scenario in which 75% of the Vine Hill Public Shares are redeemed for cash from the Trust Account.

“Business Combination” means the transactions contemplated by the Business Combination Agreement whereby, among other things, (i) Vine Hill will merge with and into SPAC Merger Sub, with SPAC Merger Sub continuing as the surviving company after such merger and (ii) after the SPAC Merger, SPAC Merger Sub will acquire CoinShares by way of a court sanctioned scheme of arrangement under Jersey Companies Law pursuant to which all the CoinShares Shares will be exchanged for Holdco Ordinary Shares, with SPAC Merger Sub becoming the direct sole shareholder of CoinShares.

“Business Combination Agreement” means the Business Combination Agreement, dated as of September 8, 2025, by and among Holdco, Vine Hill, CoinShares and SPAC Merger Sub (as it may be amended, restated, supplemented and/or otherwise modified from time to time).

“Cayman Islands Companies Act” means the Companies Act (as revised) of the Cayman Islands.

“Closing” means the closing of the Business Combination.

“Closing Date” means the date and time of the Closing.

“Code” means the Internal Revenue Code of 1986, as amended.

“Combination Period” means the period from the Vine Hill IPO through May 19, 2026, or such earlier date as the Vine Hill Board may approve or such later date as Vine Hill’s shareholders may approve in accordance with the Vine Hill Memorandum and Articles of Association.

“Combined Entity” or “Combined Company” means Holdco after the consummation of the Business Combination in which it becomes the parent company of its direct, wholly-owned subsidiary, SPAC Merger Sub and means, collectively, Holdco and its direct, wholly-owned subsidiary, SPAC Merger Sub.

“CoinShares” means CoinShares International Limited, a public company limited by shares organized under the laws of Jersey.

“CoinShares Board” means the Board of Directors of CoinShares.

“CoinShares Material Adverse Effect” as used in the Business Combination Agreement, means, subject to certain exceptions specified in the Business Combination Agreement, any state of facts, change, circumstance, occurrence, event or effect, that, individually or in the aggregate, has had or would reasonably be expected to have, a materially adverse effect on (a) the business, assets, financial condition or results of operations of the Group Companies, taken as a whole; or (b) the ability of CoinShares or Holdco, as applicable, to perform its obligations under the Business Combination Agreement or to consummate the Business Combination.

“CoinShares Shareholders” means the holders of CoinShares Shares prior to the Closing.

vi

Table of Contents

“CoinShares Shares” means the ordinary shares £0.000495 each in CoinShares’ share capital.

“CoinShares Memorandum and Articles of Association” means CoinShares’ amended and restated memorandum and articles of association, as may be amended from time to time.

“Condition Precedent Proposals” mean the Business Combination Proposal, the SPAC Merger Proposal and the Organizational Document Proposal.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Extraordinary General Meeting” means the extraordinary general meeting of Vine Hill’s shareholders, to be held at 10:00 a.m., Eastern Time, on March 27, 2026 at the offices of Paul Hastings LLP located at 200 Park Avenue, New York, NY 10166 and virtually at https://www.cstproxy.com/vinehillcapital/2026 and any adjournments or postponements of such extraordinary general meeting.

“Founder Shares” means an aggregate of 7,666,667 Vine Hill Class B Shares issued to the Sponsor prior to the Vine Hill IPO at a purchase price of approximately $0.0033 per share, of which 333,333 were subsequently forfeited following the partial exercise of the underwriters’ over-allotment option in the Vine Hill IPO.

“Fraud” as used in the Business Combination Agreement, means with respect to any Person, actual and intentional fraud by such Person, applying the common law of the State of New York; provided, that the term “Fraud” does not include the doctrine of constructive or equitable fraud.

“Governmental Entity” as used in the Business Combination Agreement, means (a) any federal, provincial, state, local, municipal, foreign, national or international court, governmental commission, government or governmental authority, department, regulatory or administrative agency, board, bureau, agency or instrumentality, tribunal, arbitrator or arbitral body (public or private), or similar body; (b) any Person having regulatory authorities under Legal Requirements; (c) any self-regulatory organization; or (d) any political subdivision of any of the foregoing; for the avoidance of doubt, including any of the foregoing having jurisdiction over the payment or reporting of any tax or charged with the enforcement or collection of any tax.

“Group Companies” means CoinShares and all of its direct and indirect Subsidiaries.

“Holdco” means Odysseus Holdings Limited, a private company limited by shares organized under the laws of Jersey.

“Holdco Board” means the board of directors of Holdco following the Closing.

“Holdco Ordinary Shares” means the no par value ordinary shares of Holdco.

“Jersey” means the Bailiwick of Jersey, Channel Islands.

“Jersey Companies Law” means the Companies (Jersey) Law 1991.

“Key CoinShares Shareholders” means those certain CoinShares Shareholders holding, collectively, at least 75% of the outstanding CoinShares Shares.

“Legal Requirements,” as used in the Business Combination Agreement, means any federal, state, local, municipal, foreign or other law, statute, constitution, treaty, principle of civil or common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling, injunction, judgment, Order, assessment, writ or other legal requirement, administrative policy or guidance, or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.

“Maximum Redemption Scenario” means a scenario in which 100% of the Vine Hill Public Shares are redeemed for cash from the Trust Account.

“No Redemption Scenario” means a scenario in which no Vine Hill Public Shares are redeemed.

“Order” as used in the Business Combination Agreement, means any award, injunction, judgment, regulatory or supervisory mandate, order, writ, decree or ruling entered, issued, made, or rendered by any Governmental Entity that possesses competent jurisdiction.

vii

Table of Contents

“Person” as used in the Business Combination Agreement, means any individual, corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any limited liability company or joint stock company), firm or other enterprise, association, organization, entity or Governmental Entity.

“Proposed Holdco Memorandum and Articles of Association” means the proposed Amended and Restated Memorandum and Articles of Association of Holdco, a copy of which is attached to this proxy statement/prospectus as Annex C.

“redemption” or “Redemption” means the right of the Vine Hill Public Shareholders to have their Vine Hill Public Shares redeemed in accordance with the procedures set forth in this proxy statement/prospectus and the Vine Hill Memorandum and Articles of Association.

“Redemption Price” means an amount equal to each Vine Hill Public Share’s pro rata portion of the aggregate amount then on deposit in the Trust Account in accordance with the Vine Hill Memorandum and Articles of Association. The Redemption Price will be calculated two business days prior to the completion of the Business Combination in accordance with the Vine Hill Memorandum and Articles of Association.

“Shareholder Proposals” means the Business Combination Proposal, the SPAC Merger Proposal, the Organizational Document Proposal, the Advisory Organizational Document Proposals, the NTA Proposal and the Adjournment Proposal.

“SPAC Merger Sub” means Odysseus (Cayman) Limited, a Cayman Islands exempted company and a wholly owned subsidiary of Holdco.

“Sponsor” means Vine Hill Capital Sponsor I LLC, a Delaware limited liability company.

“Sponsor Forfeited Shares” means the 2,933,333 Vine Hill Class B Shares to be forfeited, one day prior to the effective time of the SPAC Merger, by the Sponsor to Vine Hill for no consideration.

“Sponsor Share Conversion” means the conversion, at the election of the Sponsor one day prior to the effective time of the SPAC Merger, of each remaining issued and outstanding Vine Hill Class B Share held by it (after giving effect to the forfeiture of the Sponsor Forfeited Shares) into one Vine Hill Class A Share.

“Subsidiary” as used in the Business Combination Agreement, means, with respect to any Person, any partnership, limited liability company, corporation or other business entity of which: (a) if a corporation, a majority of the total voting power of shares of capital stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one (1) or more of the other Subsidiaries of that Person or a combination thereof; (b) if a partnership, limited liability company or other business entity, a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that Person or one (1) or more Subsidiaries of that Person or a combination thereof; or (c) in any case, such Person controls the management thereof.

“Transfer Agent” means the Continental Stock Transfer & Trust Company.

“Trust Agreement” means the Investment Management Trust Agreement, dated as of September 5, 2024, by and between Vine Hill and the Transfer Agent.

“Trust Account” means the trust account of Vine Hill, which holds the net proceeds of the Vine Hill IPO and the sale of the private placement shares, together with interest earned thereon, less amounts released to remit tax payable obligations and up to $100,000 of any remaining interest for dissolution expenses.

“Vine Hill” means Vine Hill Capital Investment Corp., a Cayman Islands exempted company.

“Vine Hill Board” means the Board of Directors of Vine Hill.

“Vine Hill Class A Shares” means the Class A ordinary shares, par value $0.0001 per share, of Vine Hill.

“Vine Hill Class B Shares” means the Class B ordinary shares, par value $0.0001 per share, of Vine Hill.

viii

Table of Contents

“Vine Hill IPO” means Vine Hill’s initial public offering.

“Vine Hill Memorandum and Articles of Association” means Vine Hill’s amended and restated memorandum and articles of association, as may be amended from time to time.

“Vine Hill Private Warrant Cancellation” means the forfeiture by the Sponsor of the Vine Hill Private Warrants to Vine Hill for no consideration, upon which forfeiture the Vine Hill Private Warrants will be cancelled.

“Vine Hill Private Warrants” means the warrants to purchase Vine Hill Class A Shares purchased by the Sponsor in a private placement concurrent with the Vine Hill IPO.

“Vine Hill Public Shareholders” means the holders of Vine Hill Public Shares.

“Vine Hill Public Shares” means the Vine Hill Class A Shares sold in the Vine Hill IPO, whether purchased in the Vine Hill IPO or following the Vine Hill IPO in the open market.

“Vine Hill Public Warrantholders” means the holders of Vine Hill Public Warrants.

“Vine Hill Public Warrants” means the warrants included as a component of the Vine Hill Units sold in the Vine Hill IPO, each of which is exercisable for one Vine Hill Class A Share, in accordance with its terms. Upon separation of the Vine Hill Units at the election of the holder thereof, no fractional warrants are issued and only whole Vine Hill Public Warrants trade on Nasdaq under the symbol “VCICW.”

“Vine Hill Units” means the units of Vine Hill, each unit representing one Vine Hill Class A Share and one-half of one redeemable warrant to acquire one Vine Hill Class A Share, that were offered and sold in the Vine Hill IPO (less the number of units that have been separated into the underlying Vine Hill Public Shares and underlying Vine Hill Public Warrants upon the request of the holder thereof). Those Vine Hill Units that have not been separated could continue to trade on Nasdaq under the symbol “VCICU”.

“Vine Hill Warrant Agreement” means the Warrant Agreement, dated as of September 5, 2024, between Vine Hill and Continental Stock Transfer & Trust Company, as warrant agent, which governs the outstanding Vine Hill Public Warrants.

ix

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. This includes, without limitation, statements regarding the financial position, financial performance, business strategy, expectations of our business and the plans and objectives of management for future operations, including as they relate to the potential Business Combination. These statements constitute projections, forecasts and forward-looking statements and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this proxy statement/prospectus, forward-looking statements may be identified by the use of words 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 other similar expressions that predict or indicate future events or trends or that are not statements of historical facts. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These forward-looking statements may include statements, among other things, relating to:

• the benefits of the Business Combination;

• the potential market size and the assumptions and estimates related to the Business Combination;

• the future financial and business performance of Holdco and its subsidiaries following the Business Combination;

• general economic conditions and conditions affecting the industries in which CoinShares and Holdco operate;

• expansion and other plans and opportunities; and

• other statements preceded by, followed by or that include the words “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus and expectations, forecasts and assumptions as of that date and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

In addition, you should not place undue reliance on forward-looking statements in deciding how to grant your proxy, instruct how your vote should be cast or vote your shares on the proposals set forth in this proxy statement/prospectus. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by our forward-looking statements. Some factors that could cause actual results to differ include, among others:

• the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement;

• the ability of the parties to complete the transactions contemplated by the Business Combination in a timely manner or at all;

• the failure by the parties to satisfy the conditions to the consummation of the Business Combination, including the approval of Vine Hill’s shareholders and CoinShares Shareholders and obtaining the requisite Acts of the Royal Court of Jersey;

• the outcome of any legal proceedings or government or regulatory action or inquiry that may be instituted against Vine Hill, Holdco or CoinShares or others following the announcement of the Business Combination and any definitive agreements with respect thereto;

• the inability to satisfy the conditions to the consummation of the Business Combination, including the approval of the Business Combination by Vine Hill’s shareholders;

x

Table of Contents

• the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement relating to the Business Combination;

• the level of redemptions by Vine Hill 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;

• costs related to the Business Combination and as a result of Holdco becoming a U.S.-listed public company that may be higher than currently anticipated;

• the effect of the announcement or pendency of the Business Combination and CoinShares’ business relationships, operating results, current plans and operations of Holdco and CoinShares;

• the possibility that Vine Hill, Holdco and/or CoinShares may be adversely affected by other economic, business and/or competitive factors;

• changes in business, market, financial, macro-economic political and/or regulatory conditions;

• 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;

• estimates by Vine Hill, Holdco or CoinShares of expenses and profitability;

• expectations with respect to future operating and financial performance and growth, including the timing of the completion of the Business Combination;

• Holdco’s ability to execute on their business plans and strategy;

• the outcome of any legal proceedings that may be instituted against SPAC Merger Sub, CoinShares, Holdco and/or any of their respective affiliates or others;

• a delay in completing or the inability to complete, the transactions contemplated by the proposed Business Combination, due to a failure to obtain the approval of Vine Hill’s shareholders, a failure to satisfy other conditions to Closing in the Business Combination Agreement or some other reason;

• the inability to obtain the listing of Holdco Ordinary Shares and Holdco Warrants on Nasdaq or another exchange upon the Closing or comply with the relevant listings;

• failure to realize the anticipated benefits of the Business Combination, 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 service providers and trading counterparties 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;

• 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;

• conflicts of interest that may arise from investment and transaction opportunities involving Holdco, CoinShares, their respective affiliates and other investors and service providers or counterparties;

• factors relating to the business, operations and financial performance of Holdco and CoinShares, including:

• CoinShares’ and/or Holdco’s ability to successfully implement its long-term business strategy;

• the treatment of digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by or underlying those offered by, CoinShares and Holdco, for U.S. and foreign tax purposes;

xi

Table of Contents

• digital asset trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes;

• risks relating to the custody of 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 and/or any of their respective issuers, as applicable, to lose some or all of its digital assets;

• a security breach, cyber-attack or other event where unauthorized parties obtain access to CoinShares’ or Holdco’s digital assets and/or the digital assets of their respective issuers, 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;

• 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;

• potential regulatory changes reclassifying certain digital assets as securities could lead to the CoinShares’ or Holdco’s classification as an “investment company” under the Investment Company Act of 1940 and could adversely affect the market price of CoinShares’ or Holdco’s digital assets and the market price of CoinShares or Holdco listed securities; and

• other risks and uncertainties indicated in this proxy statement/prospectus, including those indicated under the section entitled “Risk Factors.”

xii

Table of Contents

QUESTIONS AND ANSWERS FOR VINE HILL shareholders

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the proposals to be presented at the Extraordinary General Meeting, including with respect to the Business Combination. The following questions and answers do not include all the information that may be important to Vine Hill’s shareholders. Vine Hill urges shareholders to read this proxy statement/prospectus, including the Annexes and the other documents referred to in this proxy statement/prospectus, carefully and in their entirety to fully understand the Business Combination and the voting procedures for the Extraordinary General Meeting, which will be held at 10:00 a.m., Eastern Time, on March 27, 2026 at the offices of Paul Hastings LLP located at 200 Park Avenue, New York, NY 10166 and virtually via live webcast. To participate in the Extraordinary General Meeting online, visit https://www.cstproxy.com/vinehillcapital/2026 and enter the 12-digit control number included on your proxy card. If you hold your shares through a bank, broker or other nominee, you will need to take additional steps to participate in the Extraordinary General Meeting, as described in this proxy statement/prospectus.

Each of the redemption scenarios presented in this proxy statement/prospectus assumes that the NTA Proposal is approved and, therefore, does not give effect to the limitation under the Vine Hill Memorandum and Articles of Association that prohibits redemptions in an amount that would cause Vine Hill’s net tangible assets to be less than $5,000,001.

Q. Why am I receiving this proxy statement/prospectus?

A. Vine Hill’s shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Business Combination Agreement and approve the Business Combination. Among other things, the Business Combination Agreement provides for the merger of Vine Hill with and into SPAC Merger Sub, with SPAC Merger Sub being the surviving entity as a direct, wholly-owned subsidiary of Holdco and the prior Vine Hill shareholders receiving Holdco Ordinary Shares as merger consideration and the subsequent acquisition of CoinShares by SPAC Merger Sub, with such acquisition being effected by the exchange of all CoinShares Shares for Holdco Ordinary Shares, pursuant to which CoinShares will become a direct, wholly-owned subsidiary of SPAC Merger Sub, in each case, in accordance with the terms and subject to the conditions of the Business Combination Agreement as more fully described elsewhere in this proxy statement/prospectus. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal” on page 103 for more detail.

You are receiving this proxy statement/prospectus in connection with the Extraordinary General Meeting. Vine Hill is holding the Extraordinary General Meeting to, among other things, obtain the approvals required for the Business Combination and the other transactions contemplated by the Business Combination Agreement. See the section entitled “The Business Combination Proposal” of this proxy statement/prospectus for additional information.

A current copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. You are encouraged to carefully read this proxy statement/prospectus and the Business Combination Agreement in their entirety.

Vine Hill is sending this proxy statement/prospectus to its shareholders to help them decide how to vote their Vine Hill Class A Shares with respect to the matters to be considered at the Extraordinary General Meeting. The Business Combination cannot be completed unless Vine Hill’s shareholders approve the Business Combination Proposal, the SPAC Merger Proposal and the Organizational Document Proposal (the “Condition Precedent Proposals”) set forth in this proxy statement/prospectus. Information about the Extraordinary General Meeting, the Business Combination and the other business to be considered by shareholders at the Extraordinary General Meeting is contained in this proxy statement/prospectus.

This document constitutes a proxy statement of Vine Hill and a prospectus of Holdco. It is a proxy statement because the Vine Hill Board is soliciting proxies from its shareholders using this proxy statement/prospectus. It is a prospectus because Holdco, in connection with the Business Combination, is offering Holdco Ordinary Shares in exchange for the Vine Hill Ordinary Shares outstanding as of the relevant times as described in this proxy statement/prospectus. See the section entitled “The Business Combination Proposal — Business Combination Agreement — Business Combination Consideration” on page 103 of this proxy statement/prospectus for additional information.

xiii

Table of Contents

THE VOTE OF VINE HILL SHAREHOLDERS IS IMPORTANT. VINE HILL SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS, INCLUDING THE ANNEXES AND THE ACCOMPANYING FINANCIAL STATEMENTS OF VINE HILL AND COINSHARES, IN ITS ENTIRETY.

Q. What proposals are Vine Hill’s shareholders being asked to vote upon?

A. At the Extraordinary General Meeting, Vine Hill is asking holders of Vine Hill Ordinary Shares to consider and vote upon:

• the Business Combination Proposal;

• the SPAC Merger Proposal;

• the Organizational Document Proposal;

• the Advisory Organizational Document Proposals;

• the NTA Proposal; and

• the Adjournment Proposal, if presented to the Extraordinary General Meeting.

If Vine Hill’s shareholders do not approve each of the Condition Precedent Proposals, then the Business Combination Agreement could be terminated and the Business Combination may not be consummated. See the sections of this proxy statement/prospectus entitled “The Business Combination Proposal” on page 103, “The SPAC Merger Proposal” on page 131, “The Organizational Document Proposal” on page 135, “The Advisory Organizational Document Proposals” on page 137 and “The NTA Proposal” on page 141.

Vine Hill will hold the Extraordinary General Meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the Extraordinary General Meeting. Vine Hill shareholders should read it carefully.

After careful consideration, the Vine Hill Board has unanimously determined that each of: (i) the Business Combination Proposal; (ii) the SPAC Merger Proposal; (iii) the Organizational Document Proposal; (iv) the Advisory Organizational Document Proposals; (v) the NTA Proposal; and (vi) the Adjournment Proposal, if presented to the Extraordinary General Meeting, is in the best interests of Vine Hill and its shareholders. Accordingly, the Vine Hill Board unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of one or more of Vine Hill’s directors may result in a conflict of interest on the part of such director(s) between what such director may believe is in the best interests of Vine Hill and its shareholders and what such director may believe is best for themselves in determining to recommend that shareholders vote for the proposals. Certain of Vine Hill’s directors and officers have interests in the Business Combination that may be different from or in addition to, your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Certain Interests of Vine Hill’s Directors and Officers and Others in the Business Combination” on page 125 for a further discussion of these considerations.

Q. Are the proposals conditioned on one another?

A. Yes. The Business Combination is conditioned on the approval of each of the Condition Precedent Proposals at the Extraordinary General Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of all of the other Condition Precedent Proposals. The Advisory Organizational Document Proposals and the NTA Proposal are conditioned on the approval of all of the Condition Precedent Proposals. The Adjournment Proposal is not conditioned upon the approval of any other proposal.

Q. Why is Vine Hill proposing the Business Combination?

A. Vine Hill was incorporated to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.

xiv

Table of Contents

CoinShares is a leading European asset management firm specializing in digital assets. Based on Vine Hill’s due diligence investigations of CoinShares and the industry in which it operates, including the financial and other information provided by CoinShares in the course of Vine Hill’s due diligence, the Vine Hill Board believes that the Business Combination with CoinShares is in the best interests of Vine Hill and its shareholders and presents an opportunity to increase shareholder value. See “The Business Combination Proposal — Vine Hill Board’s Reasons for the Approval of the Business Combination” on page 120 of this proxy statement/prospectus for additional information.

Q: Why is Vine Hill proposing the NTA Proposal?

A: The adoption of the proposed amendment to remove the net asset test limitation from the Vine Hill Memorandum and Articles of Association is being proposed in order to facilitate the consummation of the Business Combination, by permitting redemptions by Vine Hill Public Shareholders even if such redemptions result in Vine Hill having net tangible assets of less than $5,000,001. The purpose of the net asset test limitation was initially to ensure that the Vine Hill Ordinary Shares are not deemed to be “penny stock” pursuant to Rule 3a51-1 under the Exchange Act. Because the Vine Hill Ordinary Shares and the Holdco Ordinary Shares would not be deemed to be a “penny stock” pursuant to other applicable provisions of Rule 3a51-1 under the Exchange Act, Vine Hill is presenting the NTA Proposal so that the parties may consummate the Business Combination even if Vine Hill has $5,000,001 or less in net tangible assets following redemptions.

Q. What will CoinShares Shareholders receive in connection with the Business Combination?

A. Pursuant to the Business Combination Agreement, (1) each CoinShares Share (other than the PIPE Shares) will be exchanged for a number of Holdco Ordinary Shares based on the Equity Exchange Ratio; (2) each CoinShares Option that is issued and outstanding and has vested pursuant to its terms will be converted into the right to receive an amount in cash equal to the product obtained by multiplying (x) the excess of the Equity Value Per Share over the exercise price of such CoinShares Option that has vested by (y) the number of CoinShares Shares underlying such CoinShares Option; (3) (i) each CoinShares Option that is unvested will be converted into an option to purchase a number of Holdco Ordinary Shares equal to the product obtained by multiplying (A) the number of CoinShares Shares underlying such CoinShares Option by (B) the Equity Exchange Ratio and (ii) the per share exercise price of each Holdco Ordinary Share issuable upon exercise of the converted CoinShares Option will be equal to the quotient obtained by dividing (A) the exercise price per CoinShares Share of such CoinShares Option immediately before the effective time of the Scheme of Arrangement by (B) the Equity Exchange Ratio, subject to the same terms and conditions underlying CoinShares Option prior to conversion; and (4) each PIPE Share will be exchanged for one Holdco Ordinary Share. For further details, see the section titled “The Business Combination Proposal — Business Combination Consideration” on page 103.

Q. What are the material U.S. federal income tax consequences of the SPAC Merger to U.S. Holders (as defined below) of Vine Hill Public Shares?

A. For a description of the material U.S. federal income tax consequences of the SPAC Merger, see the description in the section entitled “Material U.S. Federal Income Tax Considerations” on page 146.

Q. What equity stake will current Vine Hill shareholders and CoinShares Shareholders hold in Holdco immediately after the Closing?

A. As of March 2, 2026, the Record Date, there are 22,000,000 Vine Hill Public Shares issued and outstanding, which may be redeemed in connection with the Extraordinary General Meeting, and 7,333,334 Vine Hill Class B Shares issued and outstanding. In addition, there are 16,500,000 warrants of Vine Hill issued and outstanding, consisting of 11,000,000 Vine Hill Public Warrants and 5,500,000 Vine Hill Private Warrants. Each Vine Hill Public Warrant and Vine Hill Private Warrant is exercisable for one Vine Hill Class A Share (or, following the Business Combination, one Holdco Ordinary Share). In connection with the Business Combination, (i) one day prior to the effective time of the SPAC Merger, the Sponsor will forfeit to Vine Hill for no consideration 2,933,333 Vine Hill Class B Shares held by it and (ii) all of the Vine Hill Private Warrants will be forfeited by the Sponsor to Vine Hill for no consideration, upon which forfeiture the Vine Hill Private Warrants will be cancelled.

xv

Table of Contents

Vine Hill cannot predict how many Vine Hill Public Shares will be redeemed. As a result, Vine Hill is presenting five different redemption scenarios with respect to Vine Hill Public Shares, each of which presents a different allocation of total Holdco equity following the Closing. To illustrate potential dilution in each such scenario, the tables below present the post-Closing share ownership of Holdco under each of: (1) the No Redemption Scenario; (2) the 25% Redemption Scenario; (3) the 50% Redemption Scenario; (4) the 75% Redemption Scenario; and (5) the Maximum Redemption Scenario, and in each case assuming there are no dissenting Vine Hill shareholders.

The following table excludes the dilutive effect of the Vine Hill Public Warrants and reflects the Vine Hill Private Warrant Cancellation.

		No Redemption Scenario(1)					25% Redemption Scenario(2)					50% Redemption Scenario(3)					75% Redemption Scenario(4)					Maximum Redemption Scenario(5)
		Ordinary Shares		Ownership %*			Ordinary Shares		Ownership %*			Ordinary Shares		Ownership %*			Ordinary Shares		Ownership %*			Ordinary Shares		Ownership %*
Vine Hill Public Shareholders		22,000,000		14.3	%		16,500,000		11.2	%		11,000,000		7.7	%		5,500,000		4.0	%		—		—	%
Sponsor(6)		4,400,001		2.9	%		4,400,001		3.0	%		4,400,001		3.1	%		4,400,001		3.2	%		4,400,001		3.4	%
CoinShares Shareholders(7)		120,000,000		78.4	%		120,000,000		81.3	%		120,000,000		84.5	%		120,000,000		87.9	%		120,000,000		91.5	%
PIPE Investor(8)		6,666,667		4.4	%		6,666,667		4.5	%		6,666,667		4.7	%		6,666,667		4.9	%		6,666,667		5.1	%
Total Holdco Ordinary Shares outstanding at Closing		153,066,668		100.0	%		147,566,668		100.0	%		142,066,668		100.0	%		136,566,668		100.0	%		131,066,668		100.0	%

The following table includes the dilutive effect of the Vine Hill Public Warrants and reflects the Vine Hill Private Warrant Cancellation:

		No Redemption Scenario(1)					25% Scenario(2)					50% Scenario(3)					75% Scenario(4)					Maximum Redemption Scenario(5)
		Ordinary Shares		Ownership %*			Ordinary Shares		Ownership %*			Ordinary Shares		Ownership %*			Ordinary Shares		Ownership %*			Ordinary Shares		Ownership %*
Vine Hill Public Shareholders		22,000,000		13.4	%		16,500,000		10.4	%		11,000,000		7.2	%		5,500,000		3.7	%		—		—	%
Sponsor(6)		4,400,001		2.7	%		4,400,001		2.8	%		4,400,001		2.9	%		4,400,001		3.0	%		4,400,001		3.1	%
CoinShares Shareholders(7)		120,000,000		73.1	%		120,000,000		75.7	%		120,000,000		78.4	%		120,000,000		81.3	%		120,000,000		84.5	%
PIPE Investor(8)		6,666,667		4.1	%		6,666,667		4.2	%		6,666,667		4.3	%		6,666,667		4.5	%		6,666,667		4.7	%
Vine Hill Public Warrantholders(9)		11,000,000		6.7	%		11,000,000		6.9	%		11,000,000		7.2	%		11,000,000		7.5	%		11,000,000		7.7	%
Total Holdco Ordinary Shares outstanding at Closing		164,066,668		100.0	%		158,566,668		100.0	%		153,066,668		100.0	%		147,566,668		100.0	%		142,066,668		100.0	%

____________

* Amounts may not sum due to rounding. Share ownership presented under each redemption scenario is presented for illustrative purposes. Vine Hill and CoinShares cannot predict how many Vine Hill Public Shares will be redeemed. As a result, the redemption amount and the number of Vine Hill Public Shares redeemed in connection with the Business Combination may differ from the amounts presented above. The ownership percentages of current Vine Hill shareholders may also differ from the presentation above if the actual redemptions are different from these assumptions. See “Risk Factors — Risks Related to the Business Combination and Vine Hill — The ability of Vine Hill Public Shareholders to exercise redemption rights with respect to a large number of Vine Hill Public Shares, the terms of the proposed Business Combination or other factors may not allow Vine Hill to complete the Business Combination or optimize its capital structure.” Assumes a Redemption Price of $10.52, which was the approximate Redemption Price as of September 30, 2025.

(1) Assumes that no Vine Hill Public Shareholders exercise redemption rights with respect to their Vine Hill Public Shares for a pro rata share of the funds in the Trust Account.

(2) Assumes that Vine Hill Public Shareholders holding approximately 25% of the Vine Hill Public Shares exercise redemption rights with respect to their Vine Hill Public Shares. This scenario assumes that 5,500,000 Vine Hill Public Shares are redeemed for an aggregate payment of approximately $57.9 million (based on the estimated per share redemption price of approximately $10.52 per share) from the Trust Account based on funds in the Trust Account as of September 30, 2025.

xvi

Table of Contents

(3) Assumes that Vine Hill Public Shareholders holding approximately 50% of the Vine Hill Public Shares exercise redemption rights with respect to their Vine Hill Public Shares. This scenario assumes that 11,000,000 Vine Hill Public Shares are redeemed for an aggregate payment of approximately $115.7 million (based on the estimated per share redemption price of approximately $10.52 per share) from the Trust Account based on funds in the Trust Account as of September 30, 2025.

(4) Assumes that Vine Hill Public Shareholders holding approximately 75% of the Vine Hill Public Shares exercise redemption rights with respect to their Vine Hill Public Shares. This scenario assumes that 16,500,000 Vine Hill Public Shares are redeemed for an aggregate payment of approximately $173.6 million (based on the estimated per share redemption price of approximately $10.52 per share) from the Trust Account based on funds in the Trust Account as of September 30, 2025.

(5) Assumes that Vine Hill Public Shareholders holding all of the Public Shares exercise redemption rights with respect to their Vine Hill Public Shares. This scenario assumes that 22,000,000 Public Shares are redeemed for an aggregate payment of approximately $231.5 million (based on the estimated per share redemption price of approximately $10.52 per share) from the Trust Account based on funds in the Trust Account as of September 30, 2025.

(6) Reflects forfeiture of 2,933,333 Vine Hill Class B Shares in connection with the Business Combination.

(7) Excludes 723,038 Holdco Ordinary Shares underlying CoinShares Options assumed by Holdco in connection with the Business Combination. Reflects the maximum number of Holdco Ordinary Shares that may be issued to CoinShares Shareholders in connection with the Scheme of Arrangement. The actual number of Holdco Ordinary Shares to be issued to CoinShares Shareholders will be based on the Equity Exchange Ratio, which will be determined at the time of the Closing based on the number of issued and outstanding CoinShares Shares immediately prior to the effective time of the Scheme of Arrangement, including the net share settlement of any issued and outstanding CoinShares Options, whether vested or unvested, and excluding any treasury shares and the PIPE Shares.

(8) Assumes completion of the $50.0 million PIPE Investment that is satisfied by cash payments from the PIPE Investor and reflects issuance of 6,666,667 Holdco Ordinary Shares in exchange for 5,000,000 PIPE Investment Shares and 1,666,667 Commitment Fee Shares.

(9) Represents shares issuable upon the exercise of Holdco Warrants. Holdco Warrants will be exercisable beginning 30 days following the Closing for one Holdco Ordinary Share at an exercise price of $11.50 per share in accordance with the terms of the warrants. Each redemption scenario assumes that all outstanding warrants are exercised for cash.

Q. Will Holdco, CoinShares or Vine Hill obtain new financing in connection with the Business Combination?

A. Prior to the Closing, Holdco, CoinShares and Vine Hill may seek to raise additional financing that would be conditioned upon, among other things, the completion or concurrent consummation of the Business Combination. Although there is no current intention to obtain new financing in connection with the Business Combination, Holdco, CoinShares and Vine Hill may seek to raise additional financing if Holdco’s business requires funds beyond CoinShares’ available liquidity and amounts from the Trust Account to support Holdco’s business following the Business Combination.

Q. Do I have redemption rights?

A. If you are a holder of Vine Hill Public Shares, you have the right to request that we redeem all or a portion of your Vine Hill Public Shares for cash provided that you follow the procedures and deadlines described in the Vine Hill Memorandum and Articles of Association and elsewhere in this proxy statement/prospectus. Vine Hill Public Shareholders may elect to redeem all or a portion of the Vine Hill Public Shares held by them regardless of if or how they vote in respect of the Business Combination Proposal and regardless of whether they hold Vine Hill Public Shares on the Record Date. If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?”

Notwithstanding the foregoing, a Vine Hill Public Shareholder, together with any affiliate of such Vine Hill Public Shareholder or any other person with whom such Vine Hill Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Vine Hill Public Shares with respect to more than an aggregate of 15% of the Vine Hill Public Shares sold in the Vine Hill IPO without the prior consent of Vine Hill. Accordingly, if a Vine Hill Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Vine Hill Public Shares sold in the Vine Hill IPO without the prior consent of Vine Hill, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Sponsor has agreed to waive its redemption rights with respect to any Vine Hill Class A Shares that may be held by the Sponsor. The Sponsor does not currently hold any Vine Hill Class A Shares, but holds 7,333,334 Vine Hill Class B Shares, which may be converted into Vine Hill Class A Shares at the Sponsor’s option. One day prior to the effective time of the SPAC Merger, the Sponsor will forfeit to us for no consideration 2,933,333 Vine Hill Class B Shares held by it and elect to convert each remaining issued and outstanding Vine Hill Class B Share held by it into one Vine Hill Class A Share. The Vine Hill Class A Shares held by the Sponsor following such conversion will be excluded from the pro rata calculation used to determine the per-share Redemption Price.

xvii

Table of Contents

Q. How do I exercise my redemption rights?

A. If you are a Vine Hill Public Shareholder and wish to exercise your right to redeem your Vine Hill Public Shares, you must:

1. (i) hold Vine Hill Public Shares; or (ii) hold Vine Hill Public Shares through Vine Hill Units and elect to separate your Vine Hill Units into the underlying Vine Hill Public Shares and Vine Hill Public Warrants prior to exercising your redemption rights with respect to the Vine Hill Public Shares;

2. submit a written request to the Transfer Agent, including the legal name, phone number and address of the beneficial owner of the Vine Hill Public Shares for which redemption is requested, that Vine Hill redeem all or a portion of your Vine Hill Public Shares for cash; and

3. deliver the share certificates for your Vine Hill Public Shares (if any) along with the redemption forms to the Transfer Agent, physically or electronically, through DTC.

Holders must complete the procedures for electing to redeem their Vine Hill Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on March 25, 2026 (two business days before the initially scheduled date of the Extraordinary General Meeting) in order for their Vine Hill Public Shares to be redeemed (the “Redemption Deadline”).

The address of Transfer Agent is listed under the question “Who can help answer my questions?” below.

Vine Hill Public Shareholders will be entitled to request that their Vine Hill Public Shares be redeemed for the Redemption Price. For illustrative purposes, as of September 30, 2025, this would have amounted to approximately $10.52 per issued and outstanding Vine Hill Public Share. However, the proceeds deposited in the Trust Account could become subject to the claims of Vine Hill’s creditors, if any, which could have priority over the claims of the Vine Hill Public Shareholders. The per share distribution from the Trust Account in such a situation may be less than originally expected due to such claims. Whether you vote and if you do vote, how you vote, on any proposal, including the Business Combination Proposal, will have no impact on the amount you will receive upon exercise of your redemption rights. It is expected that the funds to be distributed to Vine Hill Public Shareholders electing to redeem their Vine Hill Public Shares will be distributed promptly after the Closing.

Any request for redemption, once made by a Vine Hill Public Shareholder, may not be withdrawn unless the Vine Hill Board determines (in its sole discretion) to permit such withdrawal of a redemption request (which it may do in whole or in part). Furthermore, if a holder of a Vine Hill Public Share delivers its share certificates (if any) along with the redemption forms in connection with an election of its redemption and subsequently decides prior to the Redemption Deadline not to elect to exercise such rights, it may simply request that Vine Hill permit the withdrawal of the request for redemption and instruct the Transfer Agent, to return the share certificates (physically or electronically). The holder can make such request by contacting the Transfer Agent at the address or email address listed in this proxy statement/prospectus.

Any corrected or changed written exercise of redemption rights must be received by the Transfer Agent at least two business days prior to the initially scheduled date of the Extraordinary General Meeting. No request for redemption will be honored unless the holder’s certificates for Vine Hill Public Shares (if any) along with the redemption forms have been delivered (either physically or electronically) to the Transfer Agent, at least two business days prior to the initially scheduled date of the Extraordinary General Meeting.

If a holder of Vine Hill Public Shares properly makes a request for redemption and the certificates for Vine Hill Public Shares (if any) along with the redemption forms are delivered as described above, then, if the Business Combination is consummated, Vine Hill will redeem the Vine Hill Public Shares for a pro rata portion of funds deposited in the Trust Account, calculated as of two business days prior to the Closing. If the Business Combination is not consummated, the Vine Hill Public Shares will be returned to the respective holder, broker, bank or nominee.

If you are a holder of Vine Hill Public Shares and you exercise your redemption rights, such exercise will not result in the loss of any Vine Hill Public Warrants that you may hold.

xviii

Table of Contents

Q. If I am a holder of Vine Hill Public Warrants, can I exercise redemption rights with respect to my Vine Hill Public Warrants?

A. No. The holders of Vine Hill Public Warrants have no redemption rights with respect to such securities.

Assuming that no more than 11,000,000 Vine Hill Public Shares, representing 50% of the number of the Vine Hill Public Shares outstanding as of the date of this proxy statement/prospectus are redeemed for an aggregate payment of $115.7 million from the Trust Account, which is a potential amount of redemptions and assuming that each redeeming Vine Hill Public Shareholder holds one-half of one Vine Hill Public Warrant for each Vine Hill Public Share being redeemed (representing the number of Vine Hill Public Warrants included in each Vine Hill Unit) and using the closing warrant price on the Nasdaq of $1.60 as of September 30, 2025, the aggregate fair value of Vine Hill Public Warrants that can be retained by redeeming Vine Hill Public Shareholders is $8.8 million. Assuming the Maximum Redemption Scenario, resulting in Vine Hill Public Shares redeemed for an aggregate payment of $231.5 million from the Trust Account and assuming that each redeeming Vine Hill Public Shareholder holds one-half of one Vine Hill Public Warrant for each Vine Hill Public Share being redeemed (representing the number of Vine Hill Public Warrants included in each Vine Hill Unit) and using the closing warrant price on the Nasdaq of $1.60 as of September 30, 2025, the aggregate fair value of Vine Hill Public Warrants that can be retained by redeeming Vine Hill Public Shareholders is $17.6 million. The actual market price of the Vine Hill Public Warrants may be higher or lower on the date that warrant holders seek to sell such Vine Hill Public Warrants. Additionally, Vine Hill cannot assure the holders of warrants that they will be able to sell their Vine Hill Public Warrants in the open market as there may not be sufficient liquidity in such securities when warrant holders wish to sell their Vine Hill Public Warrants. Further, while the level of redemptions of Vine Hill Public Shares will not directly change the value of the warrants because the warrants will remain outstanding regardless of the level of redemptions, as redemptions of Vine Hill Public Shares increase, all holders of Holdco Warrants following the Closing who exercise such Holdco Warrants will ultimately own a greater interest in Holdco because there would be fewer shares outstanding overall.

Q. What are the related risks for holders of Vine Hill Public Warrants after the Business Combination?

A. Following the Closing, we may redeem your unexpired Holdco Warrants prior to their exercise at a time that is disadvantageous to you, making your warrants worthless. Holdco may redeem outstanding Vine Hill Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per Vine Hill Public Warrant. To exercise such redemption right: (i) the last reported sale price of Holdco Ordinary Shares must equal or exceed $18.00 per share (as may be adjusted in certain circumstances including in the event of a share dividend or recapitalization, reorganization, merger or consolidation) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we send notice of redemption to the warrant holders; and (ii) certain other conditions must be met. If and when the Vine Hill Public Warrants become redeemable by Holdco, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, Holdco may redeem the Vine Hill Public Warrants as set forth above even if the holders are otherwise unable to exercise the Vine Hill Public Warrants. Redemption of the outstanding Vine Hill Public Warrants could force you to: (A) exercise your Vine Hill Public Warrants and pay the exercise price at a time when it may be disadvantageous for you to do so; (B) sell your Vine Hill Public Warrants at the then-current market price when you might otherwise wish to hold your Vine Hill Public Warrants; or (C) accept the nominal redemption price which, at the time the outstanding Vine Hill Public Warrants are called for redemption, is likely to be substantially less than the market value of your Vine Hill Public Warrants.

If Holdco calls the Vine Hill Public Warrants for redemption, management of Holdco will have the option to require all holders that wish to exercise the Vine Hill Public Warrants to do so on a “cashless basis,” as described in the Vine Hill Warrant Agreement. The exercise price and number of Holdco Ordinary Shares issuable upon exercise of the Vine Hill Public Warrants may be adjusted in certain circumstances including in the event of a share dividend or recapitalization, reorganization, merger or consolidation. However, the Vine Hill Public Warrants will not be adjusted for issuance of Holdco Ordinary Shares at a price below its exercise price. Additionally, in no event will Holdco be required to net cash settle the Vine Hill Public Warrants.

xix

Table of Contents

If Vine Hill is unable to complete the Business Combination within the Combination Period and Vine Hill liquidates the funds held in the Trust Account, holders of the Vine Hill Public Warrants will not receive any of such funds with respect to their Vine Hill Public Warrants, nor will they receive any distribution from Vine Hill’s assets held outside of the Trust Account with the respect to such Vine Hill Public Warrants. Accordingly, the Vine Hill Public Warrants may expire worthless.

Q. What are the U.S. federal income tax consequences of exercising my redemption rights?

A. The U.S. federal income tax consequences of exercising your redemption rights with respect to your Vine Hill Public Shares depend on your particular facts and circumstances. It is possible that you may be treated as selling your shares and, as a result, recognize capital gain or capital loss. It is also possible that the Redemption may be treated as a distribution for U.S. federal income tax purposes. Moreover, we may be a passive foreign investment company (“PFIC”) and any such distribution could be subject to special and deleterious PFIC rules. For a description of the material U.S. federal income tax consequences of the Redemption, see the description in the section entitled “Material U.S. Federal Income Tax Considerations” on page 146.

Q. What happens to the funds deposited in the Trust Account after the Closing?

A. Following the closing of the Vine Hill IPO, a total of $201.0 million ($10.05 per Vine Hill Unit) of the net proceeds from the Vine Hill IPO and the sale of the Vine Hill Private Warrants were placed in the Trust Account. As of September 30, 2025, funds in the Trust Account totaled approximately $231.5 million and were comprised entirely of U.S. government securities with maturities of 185 days or less or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. These funds will remain in the Trust Account, except for the withdrawal of interest to pay taxes, if any, until the earliest of: (i) the completion of a business combination (including the Business Combination); (ii) the redemption of all of the Vine Hill Public Shares if Vine Hill is unable to complete an initial business combination within the Combination Period; and (iii) the redemption of any Vine Hill Public Shares properly tendered in connection with certain shareholder votes (for example, to approve certain amendments to the Vine Hill Memorandum and Articles of Association), in each case subject to applicable law.

Upon the Closing, the funds deposited in the Trust Account will be released to pay holders of Vine Hill Public Shares who properly exercise their redemption rights; to pay transaction fees and expenses associated with the Business Combination; and for working capital and general corporate purposes of Holdco following the Business Combination. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Sources and Uses of Funds for the Business Combination” on page 128.

Q. What underwriting fees are payable in connection with the Business Combination?

A.     Pursuant to the Underwriting Agreement, dated September 5, 2024 (the “Underwriting Agreement”), by and between Vine Hill and Stifel, Nicolaus & Company, Incorporated (“Stifel”), acting as representative of the several underwriters in connection with the Vine Hill IPO, Vine Hill paid a cash underwriting fee to the underwriters of $2.0 million, after reimbursement of expenses of Vine Hill, and agreed to pay the underwriters a deferred underwriting fee of $0.35 per Vine Hill Unit sold in the Vine Hill IPO, totaling $7.7 million, upon the consummation of an initial business combination, payable from amounts held in the Trust Account. On July 18, 2025, Stifel waived its entitlement to the deferred underwriting fee. The following table illustrates the effective

xx

Table of Contents

underwriting discount on a percentage basis of the amount of cash in the Trust Account available to Holdco at each redemption level identified below and includes: (i) the cash underwriting fee that was paid in connection with the Vine Hill IPO and (ii) the payment of the deferred underwriting fees payable upon the consummation of the Business Combination:

		No Redemption Scenario(1)				25% Redemption Scenario(1)(2)				50% Redemption Scenario(1)(3)				75% Redemption Scenario(1)(4)				Maximum Redemption Scenario(1)(5)
Unredeemed Vine Hill Public Shares			22,000,000				16,500,000				11,000,000				5,500,000				—
Trust Account cash to Holdco(6)		$	231,461,759			$	173,596,319			$	115,730,880			$	57,865,440			$	—
Upfront Underwriting Fee(7)		$	2,000,000			$	2,000,000			$	2,000,000			$	2,000,000			$	2,000,000
Deferred Underwriting Fee(8)		$	—			$	—			$	—			$	—			$	—
Total Underwriting Fee		$	2,000,000			$	2,000,000			$	2,000,000			$	2,000,000			$	2,000,000
Total Underwriting Fee, as percentage of Trust Account cash to Holdco			0.86	%			1.15	%			1.73	%			3.46	%			N/A

____________

(1) Share numbers presented under each redemption scenario are presented for illustrative purposes. Vine Hill and CoinShares cannot predict how many Vine Hill Public Shares will be redeemed. As a result, the Trust Account cash to Holdco and the number of Vine Hill Public Shares redeemed in connection with the Business Combination may differ from the amounts presented above. Amounts are based on 22,000,000 Vine Hill Public Shares outstanding as of the date of this proxy statement/prospectus.

(2) This scenario assumes that 5,500,000 Vine Hill Public Shares or 25% of the Vine Hill Public Shares outstanding as of the date of this proxy statement/prospectus are redeemed for an aggregate of approximately $57.9 million (based on the Trust Account balance as of September 30, 2025).

(3) This scenario assumes that 11,000,000 Vine Hill Public Shares or 50% of the Vine Hill Public Shares outstanding as of the date of this proxy statement/prospectus are redeemed for an aggregate of approximately $115.7 million (based on the Trust Account balance as of September 30, 2025).

(4) This scenario assumes that 16,500,000 Vine Hill Public Shares or 75% of the Vine Hill Public Shares outstanding as of the date of this proxy statement/prospectus are redeemed for an aggregate of approximately $173.6 million (based on the Trust Account balance as of September 30, 2025).

(5) This scenario assumes that 22,000,000 Vine Hill Public Shares or 100% of the Vine Hill Public Shares outstanding as of the date of this proxy statement/prospectus are redeemed for an aggregate of approximately $231.5 million (based on the Trust Account balance as of September 30, 2025).

(6) Based on the Trust Account balance as of September 30, 2025.

(7) Includes $2.0 million reimbursement of expenses of Vine Hill. This amount was paid at closing of the Vine Hill IPO.

(8) On July 18, 2025, Stifel waived its entitlement to the deferred underwriting fee.

Q. Did the Vine Hill Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A.     No. The Vine Hill Board did not obtain a fairness opinion (or any similar report or appraisal) in connection with its determination to approve the Business Combination (including the consideration to be delivered to CoinShares Shareholders under the terms of the Business Combination Agreement). However, Vine Hill’s management and the members of the Vine Hill Board have substantial experience evaluating the financial merits of companies across a variety of industries and the Vine Hill Board concluded that this experience and background enabled them to make the necessary analyses and determinations regarding the Business Combination and its terms. The factors and information considered by the Vine Hill Board, as further described under the heading “Vine Hill Financial Analysis” below, included information about other public companies with similarities to CoinShares’ business and other relevant financial information selected based on the business experience and the professional judgment of Vine Hill’s management. The risks related to the Vine Hill Board not obtaining a fairness opinion or any similar report or appraisal in connection with the determination to approve the Business Combination are further described under the heading “Risks Related to the Business Combination and Vine Hill” below, under the subheading “Neither the Vine Hill Board nor any committee thereof obtained a fairness opinion (or any similar

xxi

Table of Contents

report or appraisal) in determining whether or not to pursue the Business Combination. Consequently, you have no assurance from an independent source that the price Vine Hill is paying for CoinShares is fair to Vine Hill — and, by extension, its securityholders — from a financial point of view.”

Q. What happens if a substantial number of the Vine Hill Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A. Vine Hill Public Shareholders are not required to vote in respect of the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Vine Hill Public Shareholders are reduced as a result of redemptions by Vine Hill Public Shareholders.

If a Vine Hill Public Shareholder exercises its redemption rights, such exercise will not result in the loss of any Vine Hill Public Warrants that it may hold. Assuming that all Vine Hill Public Shares were redeemed (the maximum amount permitted under the Maximum Redemption Scenario), the Vine Hill Public Shareholders will retain the 11,000,000 Vine Hill Public Warrants. If a substantial number of Vine Hill Public Shareholders exercise their redemption rights and the holders of the 11,000,000 Holdco Warrants choose to exercise their warrants, any non-redeeming shareholders would experience dilution to the extent such warrants are exercised.

In the event of significant redemptions, with fewer Vine Hill Public Shares and Vine Hill Public Shareholders, the trading market for Holdco Ordinary Shares may be less liquid than the market for Vine Hill Class A Shares was prior to the Business Combination and Holdco may not be able to meet the listing standards for a Stock Exchange.

The table below presents the value per share to a Vine Hill Public Shareholder that elects not to redeem under: (1) the No Redemption Scenario; (2) the 25% Redemption Scenario; (3) the 50% Redemption Scenario; (4) the 75% Redemption Scenario; and (5) the Maximum Redemption Scenario, and in each case assuming there are no dissenting Vine Hill shareholders:

		No Redemption Scenario(1)					25% Redemption Scenario(2)					50% Redemption Scenario(3)					75% Redemption Scenario(4)					Maximum Redemption Scenario(5)
		Shares		Value Per Share(6)			Shares		Value Per Share(6a)			Shares		Value Per Share(6b)			Shares		Value Per Share(6c)			Shares		Value Per Share(6d)
Base Scenario(7)		153,066,668		$	10.52		147,566,668		$	10.52		142,066,668		$	10.52		136,566,668		$	10.52		131,066,668		$	10.52
Exercising all Vine Hill Public Warrants(8)		164,066,668		$	10.59		158,566,668		$	10.59		153,066,668		$	10.59		147,566,668		$	10.59		142,066,668		$	10.60

		Post-Transaction Equity Value
		No Redemption Scenario(1)			25% Redemption Scenario(2)			50% Redemption Scenario(3)			75% Redemption Scenario(4)			Maximum Redemption Scenario(5)
Base Scenario(7)		$	1,610,412,737		$	1,552,547,298		$	1,494,681,858		$	1,436,816,418		$	1,378,950,978
Exercising all Vine Hill Public Warrants(8)		$	1,736,912,737		$	1,679,047,298		$	1,621,181,858		$	1,563,316,418		$	1,505,450,978

____________

(1) Ownership percentage is based on 22,000,000 Vine Hill Public Shares outstanding as of the date of this proxy statement/prospectus.

(2) This scenario assumes that 5,500,000 Vine Hill Public Shares or 25% of the Vine Hill Public Shares outstanding as of the date of this proxy statement/prospectus are redeemed.

(3) This scenario assumes that 11,000,000 Vine Hill Public Shares or 50% of the Vine Hill Public Shares outstanding as of the date of this proxy statement/prospectus are redeemed.

(4) This scenario assumes that 16,500,000 Vine Hill Public Shares or 75% of the Vine Hill Public Shares outstanding as of the date of this proxy statement/prospectus are redeemed.

(5) This scenario assumes that 22,000,000 Vine Hill Public Shares or 100% of the Vine Hill Public Shares outstanding as of the date of this proxy statement/prospectus are redeemed.

xxii

Table of Contents

(6) Based on a post-transaction equity value of Holdco of the following:

(6a) Based on a post-transaction equity value of Holdco of approximately $1.5 billion, which equals (i) $1.6 billion less (ii) $0.1 billion, equivalent to the value of 5,500,000 Vine Hill Public Shares redeeming in the 25% Redemption Scenario (based on a Redemption Price of $10.52, which was the approximate Redemption Price as of September 30, 2025).

(6b) Based on a post-transaction equity value of Holdco of approximately $1.5 billion, which equals (i) $1.6 billion less (ii) $0.1 billion, equivalent to the value of 11,000,000 Vine Hill Public Shares redeeming in the 50% Redemption Scenario (based on a Redemption Price of $10.52, which was the approximate Redemption Price as of September 30, 2025).

(6c) Based on a post-transaction equity value of Holdco of approximately $1.4 billion, which equals (i) $1.6 billion less (ii) $0.2 billion, equivalent to the value of 16,500,000 Vine Hill Public Shares redeeming in the 75% Redemption Scenario (based on a Redemption Price of $10.52, which was the approximate Redemption Price as of September 30, 2025).

(6d) Based on a post-transaction equity value of Holdco of approximately $1.4 billion, which equals (i) $1.6 billion less (ii) $0.2 billion, equivalent to the value of 22,000,000 Vine Hill Public Shares redeeming in the Maximum Redemption Scenario (based on a Redemption Price of $10.52, which was the approximate Redemption Price as of September 30, 2025).

(7) Includes (i) 120,000,000 Holdco Ordinary Shares held by CoinShares shareholders in all redemption scenarios, (ii) (a) 22,000,000 Vine Hill Public Shares in the No Redemption Scenario, (b) 16,500,000 Vine Hill Public Shares in the 25% Redemption Scenario, (c) 11,000,000 Vine Hill Public Shares in the 50% Redemption Scenario, (d) 5,500,000 Vine Hill Public Shares in the 75% Redemption Scenario, and (e) no Vine Hill Public Shares in the Maximum Redemption Scenario, (iii) the Sponsor’s 4,400,001 Holdco Ordinary Shares in all redemption scenarios, and (iv) the PIPE Investor’s 6,666,667 Holdco Ordinary Shares in all redemption scenarios.

(8) Represents the Base Scenario plus the cash exercise of 11,000,000 Vine Hill Public Warrants at an exercise price of $11.50 per warrant.

Q. What conditions must be satisfied to complete the Business Combination?

A. The consummation of the Business Combination is conditioned upon the satisfaction or written waiver (where permissible) by the parties to the Business Combination Agreement of certain customary closing conditions. These conditions include, among other things: (i) approval by Vine Hill’s shareholders of the Condition Precedent Proposals; (ii) approval by CoinShares Shareholders of the Scheme of Arrangement; (iii) receipt of certain specified regulatory approvals, including, without limitation, expiration or termination of any waiting period under the Hart-Scott-Rodino Act; (iv) consummation of the Business Combination not being prohibited or enjoined by any order, rule, regulation or other applicable law; (v) absence of any secured creditors of Vine Hill; (vi) Holdco Ordinary Shares having been approved for listing on Nasdaq (or any other public stock market or exchange in the United States as may be agreed by CoinShares and Vine Hill), subject to official notice of issuance thereof; (vii) effectiveness of the registration statement of which this proxy statement/prospectus forms a part in accordance with the Securities Act and absence of any stop order issued by the SEC which remains in effect with respect to the registration statement of which this proxy statement/prospectus forms a part; and (viii) the Royal Court of Jersey sanctioning the Scheme of Arrangement and the submission by CoinShares of the court’s order to the Registrar of Companies of Jersey for registration. For more information, see “The Business Combination Proposal — Business Combination Agreement — Closing Conditions” on page 105.

Q. When do you expect the Business Combination to be completed?

A. It is currently expected that the Business Combination will be consummated in the first quarter of 2026. This date depends, among other things, on the approval of the proposals to be put to Vine Hill’s shareholders at the Extraordinary General Meeting. However, such meeting could be adjourned if the Adjournment Proposal is adopted by Vine Hill’s shareholders at the Extraordinary General Meeting and Vine Hill elects to adjourn the Extraordinary General Meeting to a later date or dates, if necessary or desirable, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Extraordinary General Meeting. For a description of the conditions for the completion of the Business Combination, see “The Business Combination Proposal — Business Combination Agreement” on page 103 of this proxy statement/prospectus.

xxiii

Table of Contents

Q. What happens if the Business Combination is not consummated?

A. If Vine Hill is not able to complete the Business Combination within the Combination Period, Vine Hill will, as promptly as reasonably possible, but not more than ten business days following the end of the Combination Period, redeem all of the Vine Hill Public Shares. The redemption will be at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Vine Hill (net of taxes payable, if any and up to $100,000 of interest to pay liquidation expenses), divided by the number of then issued Vine Hill Public Shares. The redemption will completely extinguish Vine Hill Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to Vine Hill’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law.

Q. Following the Business Combination, will Vine Hill’s securities continue to trade on a stock exchange?

A. Yes. Holdco has applied to list the Holdco Ordinary Shares on Nasdaq under the symbol “CS” and to list the Holdco Warrants on Nasdaq under a symbol to be determined prior to consummation of the Business Combination, upon the Closing. There can be no assurance that such listing condition will be met. If the listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Business Combination Agreement. We may not have received confirmation from Nasdaq of the approval of the listing of the Holdco Ordinary Shares and Holdco Warrants at the time of the Extraordinary General Meeting or prior to the Closing. The listing condition to the Closing may be waived by the parties to the Business Combination Agreement. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus without such confirmation. Further, such confirmation may never be received and the Business Combination could still be consummated if such condition is waived. In such event, the Holdco securities may not be listed on any securities exchange.

The Vine Hill Units outstanding immediately prior to the Business Combination will automatically be cancelled and each holder thereof will be entitled to one Holdco Ordinary Share and one-half of one Holdco Warrant, for each Vine Hill Unit. For more information about Holdco’s securities following the completion of the Business Combination, see the section of this proxy statement/prospectus entitled “Description of Securities of Holdco” on page 263.

Q. Do I have appraisal rights in connection with the Business Combination?

A. In respect of the special resolution to approve the SPAC Merger Proposal, under Section 238 of the Cayman Islands Companies Act, shareholders of a Cayman Islands company ordinarily have appraisal rights (also referred to as dissenters’ rights) with respect to a statutory merger. The Cayman Islands Companies Act prescribes when shareholder appraisal rights will be available and sets the limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, Vine Hill Public Shareholders are still entitled to exercise the rights of redemption in respect to their Vine Hill Public Shares detailed in this proxy statement/prospectus, and the redemption proceeds payable to Vine Hill Public Shareholders who exercise such redemption rights will represent the fair value of those shares. Any Vine Hill Public Shareholder who elects to exercise appraisal rights under Section 238 of the Cayman Islands Companies Act will lose their right to have their Vine Hill Public Shares redeemed in accordance with the Vine Hill Memorandum and Articles of Association. See the section titled “The Business Combination Proposal — Appraisal Rights under the Cayman Islands Companies Act” on page 101 for additional information. Holders of Vine Hill Public Warrants or Vine Hill Units do not have appraisal rights in respect to such securities in connection with the Business Combination under the Cayman Islands Companies Act.

Q: Can I exercise redemption rights and appraisal rights under the Cayman Islands Companies Act?

A:     No. Any Vine Hill Public Shareholder who elects to exercise appraisal rights under Section 238 of the Cayman Islands Companies Act will lose their right to have their Vine Hill Public Shares redeemed in accordance with the Vine Hill Memorandum and Articles of Association. The certainty provided by the redemption process may be preferable for Vine Hill Public Shareholders wishing to exchange their Vine Hill Public Shares for cash. This is because such appraisal rights may be lost and extinguished, including where Vine Hill and the other parties to the Business Combination Agreement determine to delay the consummation of the Business Combination

xxiv

Table of Contents

in order to invoke the limitation on dissenter rights under Section 239 of the Cayman Islands Companies Act, in which case any Vine Hill Public Shareholder who had sought to exercise appraisal rights would only be entitled to receive the merger consideration comprising one Holdco Ordinary Share for each of their Vine Hill Public Shares (subject to adjustment as set out herein). See the section titled “The Business Combination Proposal — Appraisal Rights under the Cayman Islands Companies Act” for additional information.

Q. What do I need to do now?

A. Vine Hill urges you to read this proxy statement/prospectus, including the Annexes and the documents referred to in this proxy statement/prospectus, carefully and in their entirety and to consider how the Business Combination will affect you as a shareholder or warrant holder. You should then submit your proxy as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card to make sure that your shares are represented and voted at the Extraordinary General Meeting.

Q. How do I vote?

A. If you are a holder of record of Vine Hill Ordinary Shares on the Record Date for the Extraordinary General Meeting, you may vote in person (including virtually online) at the Extraordinary General Meeting or by submitting a proxy for the Extraordinary General Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Extraordinary General Meeting and vote in person (including virtually), obtain a valid proxy from your broker, bank or nominee.

Q. If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A. If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to Vine Hill or by voting online at the Extraordinary General Meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee.

Under the rules of Nasdaq, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that Nasdaq determines to be “non-routine” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the Extraordinary General Meeting are “non-routine” proposals and therefore, Vine Hill does not expect there to be any broker non-votes at the Extraordinary General Meeting.

If your shares are held in “street name” and you do not instruct your broker, bank or other nominee on how to vote the shares you beneficially own, your broker, bank or other nominee will not vote your shares on any proposal at the Extraordinary General Meeting. Accordingly, your bank, broker or other nominee can vote the shares you beneficially own at the Extraordinary General Meeting only if you provide instructions on how to vote. You should instruct your broker to vote your shares as soon as possible in accordance with directions you provide.

Abstentions will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Extraordinary General Meeting and therefore will have no effect on the approval of each of the proposals as a matter of Cayman Islands law.

xxv

Table of Contents

Q. When and where will the Extraordinary General Meeting be held?

A. The Extraordinary General Meeting will be held on March 27, 2026 at 10:00 a.m., Eastern Time. For the purposes of the Vine Hill Memorandum and Articles of Association, the physical place of the meeting will be at Paul Hastings LLP, 200 Park Avenue, New York, NY 10166. However, in order to facilitate access for Vine Hill’s shareholders, the Extraordinary General Meeting will be held in virtual meeting format at https://www.cstproxy.com/vinehillcapital/2026. There is no requirement to attend the Extraordinary General Meeting in person at the physical meeting place.

Q. Who is entitled to vote at the Extraordinary General Meeting?

A. Vine Hill has fixed March 2, 2026 as the Record Date for the Extraordinary General Meeting. If you were a holder of Vine Hill Ordinary Shares at the close of business on the Record Date, you are entitled to vote on matters that come before the Extraordinary General Meeting. However, a shareholder may only vote such shareholder’s shares if such shareholder is present in person (including virtually) or is represented by proxy at the Extraordinary General Meeting.

Q. How many votes do I have?

A. Vine Hill’s shareholders are entitled to one vote at the Extraordinary General Meeting for each Vine Hill Ordinary Share held of record as of the Record Date. As of the close of business on the Record Date for the Extraordinary General Meeting, there were 29,333,334 Vine Hill Ordinary Shares issued and outstanding, of which 22,000,000 were issued and outstanding Vine Hill Public Shares.

Q. What constitutes a quorum?

A. A quorum of Vine Hill’s shareholders is necessary to hold a valid meeting. The presence (which would include presence at the virtual Extraordinary General Meeting), in person, virtually or by proxy, of shareholders holding one-third of the Vine Hill Ordinary Shares entitled to vote at the Extraordinary General Meeting constitutes a quorum at the Extraordinary General Meeting. Abstentions will be considered present for the purposes of establishing a quorum. The Sponsor owns approximately 25% of the issued and outstanding Vine Hill Ordinary Shares as of the Record Date, which will count towards this quorum. As a result, as of the Record Date, in addition to the Vine Hill Class B Shares of the Sponsor, an additional Vine Hill Ordinary Shares would be required to be present at the Extraordinary General Meeting to achieve a quorum. If a quorum is not present within half an hour from the time appointed for the Extraordinary General Meeting to commence, the meeting shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the Vine Hill Board may determine.

Q. What vote is required to approve each Shareholder Proposal at the Extraordinary General Meeting?

A. Business Combination Proposal — The approval of the Business Combination Proposal requires an ordinary resolution, being a resolution passed by the affirmative vote of at least a simple majority of the votes cast by the holders of the issued Vine Hill Ordinary Shares, voting together as a single class, who are present in person (including virtually) or represented by proxy and entitled to vote on the Business Combination Proposal at the Extraordinary General Meeting. The Business Combination does not require the approval of a majority of the unaffiliated securityholders of Vine Hill.

SPAC Merger Proposal — The approval of the SPAC Merger Proposal requires a special resolution under the Cayman Islands Companies Act and the Vine Hill Memorandum and Articles of Association, being a resolution passed by the affirmative vote of at least two-thirds of the votes cast by the holders of the issued Vine Hill Ordinary Shares, voting together as a single class, who are present in person (including virtually) or represented by proxy and entitled to vote on the SPAC Merger Proposal at the Extraordinary General Meeting.

Organizational Document Proposal — The approval of the Organizational Document Proposal requires an ordinary resolution, being a resolution passed by the affirmative vote of at least a simple majority of the votes cast by the holders of the issued Vine Hill Ordinary Shares, voting together as a single class, who are present in person (including virtually) or represented by proxy and entitled to vote on the Organizational Document Proposal at the Extraordinary General Meeting.

xxvi

Table of Contents

Advisory Organizational Document Proposals — The approval of the Advisory Organizational Document Proposals requires an ordinary resolution, being a resolution passed by the affirmative vote of at least a simple majority of the votes cast by the holders of the issued Vine Hill Ordinary Shares, voting together as a single class, who are present in person (including virtually) or represented by proxy and entitled to vote on the Advisory Organizational Document Proposal at the Extraordinary General Meeting.

NTA Proposal — The approval of the NTA Proposal requires a special resolution under the Cayman Islands Companies Act and the Vine Hill Memorandum and Articles of Association, being a resolution passed by the affirmative vote of at least two-thirds of the votes cast by the holders of the issued Vine Hill Ordinary Shares, voting together as a single class, who are present in person (including virtually) or represented by proxy and entitled to vote on the NTA Proposal at the Extraordinary General Meeting.

Adjournment Proposal — The approval of the Adjournment Proposal requires an ordinary resolution, being a resolution passed by the affirmative vote of at least a simple majority of the votes cast by the holders of the issued Vine Hill Ordinary Shares, voting together as a single class, who are present in person (including virtually) or represented by proxy and entitled to vote on the Adjournment Proposal at the Extraordinary General Meeting.

The Sponsor has agreed to vote its shares in favor of all the proposals being presented at the Extraordinary General Meeting. As of the Record Date, the Sponsor owns approximately 25% of the issued and outstanding Vine Hill Ordinary Shares. See “How do the Sponsor and its affiliates intend to vote their Vine Hill Ordinary Shares?” below.

Q. What are the recommendations of the Vine Hill Board?

A. The Vine Hill Board believes that the Business Combination Proposal and the other proposals to be presented at the Extraordinary General Meeting are in the best interests of Vine Hill and its shareholders. Accordingly, the Vine Hill Board unanimously recommends that Vine Hill’s shareholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the SPAC Merger Proposal, “FOR” the approval of the Organizational Document Proposal, “FOR” the approval, on an advisory basis, of each of the separate Advisory Organizational Document Proposals, “FOR” the approval of the NTA Proposal and “FOR” the approval of the Adjournment Proposal, in each case, if presented to the Extraordinary General Meeting.

The existence of financial and personal interests of one or more of Vine Hill’s directors may result in a conflict of interest on the part of such director(s) between what such director may believe is in the best interests of Vine Hill and its shareholders and what such director may believe is best for themselves in determining to recommend that shareholders vote for the proposals. Vine Hill’s officers have interests in the Business Combination that may be different from or in addition to, your interests as a shareholder. The Vine Hill Board was aware of and considered these interests, among other matters, in approving the Business Combination and in determining to recommend to Vine Hill’s shareholders to vote in favor of the Shareholder Proposals. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Certain Interests of Vine Hill’s Directors and Officers and Others in the Business Combination” on page 125.

Q. How do the Sponsor and its affiliates intend to vote their Vine Hill Ordinary Shares?

A. The Sponsor has agreed and Vine Hill’s officers and directors intend, to vote the Vine Hill Ordinary Shares owned by them in favor of the Shareholder Proposals. Further, pursuant to the terms and conditions of the Sponsor Support Agreement, the Sponsor agreed to vote its shares in favor of each Shareholder Proposal being presented at the Extraordinary General Meeting. If at any time prior to the termination of the Business Combination Agreement, the Vine Hill Board effects a Modification in Recommendation (as defined in this in this proxy statement/prospectus), then the obligations to vote or consent in accordance with the foregoing clause shall automatically be deemed to be modified such that the Sponsor will vote with respect to its Vine Hill Ordinary Shares in the same proportion to the votes cast by the Vine Hill Public Shareholders. As of the Record Date, the Sponsor owns approximately 25% of the issued and outstanding Vine Hill Ordinary Shares. Vine Hill’s officers and directors do not hold any Vine Hill Public Shares, but may purchase Vine Hill Public Shares at any time, subject to compliance with law and Vine Hill’s trading policies.

xxvii

Table of Contents

As a result, in addition to approval by the Sponsor, approval of the SPAC Merger Proposal and the NTA Proposal will require the affirmative vote of at least 12,222,222 Vine Hill Public Shares (or approximately 55.6% of the issued and outstanding Vine Hill Public Shares) if all Vine Hill Ordinary Shares are represented at the Extraordinary General Meeting and cast votes and the affirmative vote of no Vine Hill Public Shares if only such shares as are required to establish a quorum are represented at the Extraordinary General Meeting and cast votes.

Additionally, the approval of the Business Combination Proposal, the Organizational Document Proposal, the Advisory Organizational Document Proposals and the Adjournment Proposal will require the affirmative vote of at least 7,333,334 Vine Hill Public Shares (or approximately 33.3% of the issued and outstanding Vine Hill Public Shares) if all Vine Hill Ordinary Shares are represented at the Extraordinary General Meeting and cast votes and the affirmative vote of no Vine Hill Public Shares if only such shares as are required to establish a quorum are represented at the Extraordinary General Meeting and cast votes.

Prior to the Extraordinary General Meeting, the Sponsor and our directors, executive officers, advisors or their affiliates may purchase Vine Hill Public Shares in privately negotiated transactions or in the open market from shareholders who redeem or indicate an intention to redeem, their Vine Hill Public Shares or they may enter into transactions with such persons and others to provide them with incentives to acquire Vine Hill Public Shares. Any Vine Hill Public Shares purchased by the Sponsor or its affiliates would be purchased at a price no higher than the Redemption Price for the Vine Hill Public Shares. For illustrative purposes, as of September 30, 2025, this would have amounted to approximately $10.52 per Vine Hill Public Share. Any Vine Hill Public Shares so purchased would not be voted by the Sponsor or our directors, executive officers, advisors or their affiliates in favor of each of the proposals at the Extraordinary General Meeting and would not be redeemable by the Sponsor or its affiliates.

The purpose of such Vine Hill Public Share purchases and other transactions would be to decrease the number of redemptions. Such incentives may include arrangements to protect such investors or holders against potential loss in value of their Vine Hill Public Shares, including the granting of put options and the transfer to such investors or holders of Vine Hill Ordinary Shares or Vine Hill Private Warrants owned by the Sponsor for nominal value.

None of the funds in the Trust Account would be used to purchase Vine Hill Public Shares in such transactions. Vine Hill will file a Current Report on Form 8-K prior to the Extraordinary General Meeting to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons. Any such report will include: (i) the amount of Vine Hill Public Shares purchased and the purchase price; (ii) the purpose of such purchases; (iii) the impact of such purchases on the likelihood that the Business Combination will be approved; (iv) the identities or characteristics of security holders who sold shares if not purchased in the open market or the nature of the sellers; and (v) the number of Vine Hill Public Shares for which Vine Hill has received redemption requests.

Any such arrangements could have a depressive effect on the price of Holdco Ordinary Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than the market price and may therefore be more likely to sell the shares such investor or holder owns, either prior to or immediately after the Extraordinary General Meeting. The public “float” of Vine Hill Public Shares and the number of beneficial holders of Vine Hill’s securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of Vine Hill’s securities on a Stock Exchange.

The existence of financial and personal interests of one or more of Vine Hill’s directors may result in a conflict of interest on the part of such director(s) between what such director may believe is in the best interests of Vine Hill and its shareholders and what they may believe is best for themselves in determining to recommend that shareholders vote for the proposals. Vine Hill’s officers have interests in the Business Combination that may be different from or in addition to, your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Certain Interests of Vine Hill’s Directors and Officers and Others in the Business Combination.”

xxviii

Table of Contents

Q. What happens if I sell my Vine Hill Public Shares before the Extraordinary General Meeting?

A. The Record Date for the Extraordinary General Meeting is earlier than the date of the Extraordinary General Meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your Vine Hill Public Shares after the applicable Record Date, but before the Extraordinary General Meeting, unless you grant a proxy to the transferee, you will retain your right to vote at the Extraordinary General Meeting but the transferee and not you, will have the right to redeem such Vine Hill Public Shares.

Q. How can I vote my Vine Hill Public Shares without attending the Extraordinary General Meeting?

A. If you are a holder of record of Vine Hill Public Shares as of the close of business on the Record Date, you can vote by proxy by mail by following the instructions provided in the enclosed proxy card. If you are a beneficial owner of Vine Hill Public Shares, you may vote by submitting voting instructions to your broker, bank or nominee or otherwise by following instructions provided by your broker, bank or nominee. Telephone and internet voting will be available to beneficial owners. Please refer to the vote instruction form provided by your broker, bank or nominee.

Q. May I change my vote after I have mailed my signed proxy card?

A. Yes. Shareholders may send a later-dated, signed proxy card to Vine Hill at Vine Hill’s address set forth below so that it is received by Vine Hill prior to the vote at the Extraordinary General Meeting (which is scheduled to take place on March 27, 2026) or attend the Extraordinary General Meeting in person (including virtually) and vote. Shareholders also may revoke their proxy by sending a notice of revocation to Vine Hill, which must be received by Vine Hill prior to the vote at the Extraordinary General Meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

Q. What happens if I fail to take any action with respect to the Extraordinary General Meeting?

A. If you fail to take any action with respect to the Extraordinary General Meeting and the Business Combination is approved by shareholders and the Business Combination is consummated, you will become a shareholder and warrant holder of Holdco. If you fail to take any action with respect to the Extraordinary General Meeting and the Business Combination is not approved, you will remain a shareholder and warrant holder of Vine Hill. However, if you fail to vote with respect to the Extraordinary General Meeting but the Business Combination is consummated, you will nonetheless be able to elect to redeem your Vine Hill Public Shares in connection with the Business Combination, so long as you take the required steps to elect to redeem your Vine Hill Public Shares at least two business days prior to the initially scheduled date of the Extraordinary General Meeting.

Q. What happens if I vote against the Business Combination Proposal?

A. If you vote against the Business Combination Proposal but the Business Combination Proposal still receives the requisite shareholder approval, then assuming the approval of each of the Condition Precedent Proposals and the satisfaction or waiver of the other conditions to the Closing, the Business Combination will be consummated in accordance with the terms of the Business Combination Agreement.

If you vote against the Business Combination Proposal and the Business Combination Proposal does not receive the requisite vote at the Extraordinary General Meeting, then the Business Combination Proposal will fail and we will not consummate the Business Combination. If we do not consummate the Business Combination Proposal, we may continue to try to complete a business combination with a different target business during the Combination Period or obtain an additional extension of the Combination Period. If we fail to complete the Business Combination within the Combination Period or fail to obtain an additional extension of the Combination Period, we will be required to liquidate the Trust Account by returning then-remaining funds in the Trust Account to the Vine Hill Public Shareholders in accordance with the Vine Hill Memorandum and Articles of Association.

Q. What should I do with my share certificates?

A. Vine Hill Public Shareholders who exercise their redemption rights must deliver (either physically or electronically) their share certificates for Vine Hill Public Shares (if any) along with the redemption forms to the Transfer Agent, prior to the Extraordinary General Meeting.

xxix

Table of Contents

Vine Hill Public Shareholders will be entitled to receive cash for any Vine Hill Public Shares to be redeemed only if they:

1. (a) hold Vine Hill Public Shares or (b) hold Vine Hill Public Shares through Vine Hill Units, elect to separate their Vine Hill Units into the underlying Vine Hill Public Shares and Vine Hill Public Warrants prior to exercising their redemption rights with respect to the Vine Hill Public Shares;

2. submit a written request to the Transfer Agent, including the legal name, phone number and address of the beneficial owner of the Vine Hill Public Shares for which redemption is requested, that Vine Hill redeem all or a portion of their Vine Hill Public Shares for cash; and

3. deliver the share certificates for their Vine Hill Public Shares (if any) along with the redemption forms to the Transfer Agent, physically or electronically, through DTC.

Vine Hill Public Shareholders must complete the procedures for electing to redeem their Vine Hill Public Shares in the manner described above prior to the Redemption Deadline in order for their Vine Hill Public Shares to be redeemed.

Q. What should I do if I receive more than one set of voting materials?

A. Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Vine Hill Ordinary Shares.

Q. Who will solicit and pay the cost of soliciting proxies for the Extraordinary General Meeting?

A. Vine Hill will pay the cost of soliciting proxies for the Extraordinary General Meeting. Vine Hill has engaged Sodali & Co to assist in the solicitation of proxies for the Extraordinary General Meeting. Vine Hill has agreed to pay Sodali & Co a fee of $27,500, plus disbursements. Vine Hill will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Vine Hill Class A Shares for their expenses in forwarding soliciting materials to beneficial owners of Vine Hill Class A Shares and in obtaining voting instructions from those owners. Vine Hill’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q. Where can I find the voting results of the Extraordinary General Meeting?

A. The preliminary voting results are expected to be announced at the Extraordinary General Meeting. Vine Hill will publish final voting results of the Extraordinary General Meeting in a Current Report on Form 8-K within four business days after the Extraordinary General Meeting.

Q. Who can help answer my questions?

A. If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card, you should contact:

You also may obtain additional information about Vine Hill from documents filed with the SEC by following the instructions in the section of this proxy statement/prospectus entitled “Where You Can Find More Information.” If you are a holder of Vine Hill Public Shares and you intend to seek redemption, you will need to deliver the certificates for your Vine Hill Public Shares (if any) along with the redemption forms (either physically or electronically) to the Transfer Agent, at the address below. Holders must complete the procedures for electing to redeem their Vine Hill Public Shares in the manner described above prior to the Redemption Deadline in order for their Vine Hill Public Shares to be redeemed. If you have questions regarding the certification of your position or delivery of your share certificates (if any) along with the redemption forms, please contact:

Continental Stock Transfer & Trust Company
1 State Street, 30 Floor
New York, New York 10004
Email: spacredemptions@continentalstock.com

xxx

Table of Contents

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary, together with the section entitled, “Questions and Answers for Vine Hill Shareholders” summarizes certain information contained in this proxy statement/prospectus and may not contain all of the information that is important to you. To better understand the Business Combination and the Proposals to be considered at the Extraordinary General Meeting, you should read this entire proxy statement/prospectus carefully, including the annexes. See also the section titled “Where You Can Find More Information.”

Parties to the Business Combination

Vine Hill

Vine Hill is a Cayman Islands exempted company whose business purpose is to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.

Vine Hill’s securities are traded on Nasdaq under the ticker symbols “VCIC,” “VCICU” and “VCICW.”

Vine Hill’s principal executive offices are located at 500 E. Broward Blvd., Suite 900, Fort Lauderdale, FL 33394 and its phone number is (954) 848-2859.

Sponsor (Vine Hill Capital Sponsor I LLC)

The Sponsor, a Delaware limited liability company, is the sponsor of Vine Hill and currently, together with our officer and directors, owns approximately 25% of the issued and outstanding Vine Hill Ordinary Shares.

The mailing address of the principal executive offices and the telephone of the Sponsor are the same as Vine Hill.

Holdco (Odysseus Holdings Limited)

Holdco, a private company limited by shares organized under the laws of Jersey on August 29, 2025 solely for the purpose of effecting the Business Combination and is the owner of all of the issued and outstanding equity interests of SPAC Merger Sub. Holdco owns no material assets other than the equity interest of SPAC Merger Sub and it does not operate any business.

The mailing address and telephone of the principal executive offices of Holdco are until the consummation of the Business Combination the same as for CoinShares.

CoinShares (CoinShares International Limited)

CoinShares, a public company limited by shares organized under the laws of Jersey on November 27, 2008.

The mailing address of the principal executive offices of CoinShares until the consummation of the Business Combination is 2 Hill Street, St. Helier, JE2 4UA, Jersey, Channel Islands.

SPAC Merger Sub (Odysseus (Cayman) Limited)

SPAC Merger Sub is a wholly-owned subsidiary of Holdco formed solely for the purpose of effectuating the merger with Vine Hill in which SPAC Merger Sub will be the surviving entity. SPAC Merger Sub is a Cayman Islands exempted company incorporated on August 25, 2025. SPAC Merger Sub owns no material assets and does not operate any business.

The mailing address and telephone number of SPAC Merger Sub’s principal executive office is the same as for Holdco.

The Business Combination and the Business Combination Agreement

On September 8, 2025, Vine Hill entered into the Business Combination Agreement by and among Vine Hill, Holdco, SPAC Merger Sub and CoinShares. Pursuant to the Business Combination Agreement, (a) subject to the approval of Vine Hill’s shareholders, among other things, Vine Hill will merge with and into SPAC Merger Sub, with

1

Table of Contents

SPAC Merger Sub being the surviving entity as a direct, wholly-owned subsidiary of Holdco and (i) with each Vine Hill shareholder receiving one no par value ordinary share of Holdco (each, a “Holdco Ordinary Share”), for each Class A ordinary share of Vine Hill, par value $0.0001 per share (each, a “Vine Hill Class A Share”), held by it (after giving effect to the conversion of each Class B ordinary share of Vine Hill, par value $0.0001 per share (each, a “Vine Hill Class B Share” and together with the Vine Hill Class A Shares, the “Vine Hill Ordinary Shares”) into one Vine Hill Class A Share and the separation of the units sold in Vine Hill’s initial public offering (the “Vine Hill IPO” and such units, the “Vine Hill Units”), each such Vine Hill Unit consisting of one Vine Hill Class A Share and one-half of one warrant to purchase one Vine Hill Class A Share (each such warrant, a “Vine Hill Public Warrant”) into the Vine Hill Class A Shares and Vine Hill Public Warrants underlying such Vine Hill Units) and (ii) each Vine Hill Public Warrant outstanding immediately prior to the effectiveness of the SPAC Merger (as defined below) being converted into the right to receive one warrant of Holdco (each, a “Holdco Warrant”), with Holdco assuming Vine Hill’s obligations under the existing warrant agreement (the “SPAC Merger”), (b) subject to the approval of Vine Hill and CoinShares Shareholders, among other things, SPAC Merger Sub will acquire CoinShares, with such acquisition being effected by the exchange of all issued ordinary shares £0.000495 each in CoinShares’ share capital (the “CoinShares Shares”), for Holdco Ordinary Shares by way of a court sanctioned scheme of arrangement under Jersey law (the “Scheme of Arrangement” and, together with the SPAC Merger, the “Mergers”), pursuant to which CoinShares will become a direct, wholly-owned subsidiary of SPAC Merger Sub, and (c) after the Mergers, SPAC Merger Sub will distribute any remaining cash (after giving effect to valid redemption elections of its public shareholders) in Vine Hill’s trust account held for its public shareholders (the “Trust Account”) to Holdco and will be liquidated. As a result of the transactions contemplated by the Business Combination Agreement, Vine Hill and CoinShares will become wholly-owned subsidiaries of Holdco and Holdco will become a publicly traded company, all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with applicable law. The transactions contemplated by the Business Combination Agreement are described in more detail in the accompanying proxy statement/prospectus and are referred to as the “Business Combination.”

One day prior to the effective time of the SPAC Merger, Vine Hill Capital Sponsor I LLC (the “Sponsor”) will (a) forfeit to Vine Hill for no consideration 2,933,333 Vine Hill Class B Shares (such forfeited shares, the “Sponsor Forfeited Shares”), (b) elect to convert each remaining issued and outstanding Vine Hill Class B Share (other than the Sponsor Forfeited Shares) held by it into one Vine Hill Class A Share (the “Sponsor Share Conversion”) and (c) forfeit to Vine Hill for no consideration each outstanding Vine Hill private warrant issued to the Sponsor (each, a “Vine Hill Private Warrant”), upon which forfeiture the Vine Hill Private Warrants will be cancelled (the “Vine Hill Private Warrant Cancellation”). Immediately prior to the effective time of the SPAC Merger, each Vine Hill unit issued in connection with the initial public offering of Vine Hill (each, a “Vine Hill Unit”), each such Vine Hill Unit consisting of one Vine Hill Class A Share and one-half of one warrant to purchase one Vine Hill Class A Share (each such warrant, a “Vine Hill Public Warrant”), will be separated (the “Vine Hill Unit Separation”) and the holder of each such Vine Hill Unit will be deemed to hold one Vine Hill Class A Share and one-half of one Vine Hill Public Warrant, with any fractional Vine Hill Public Warrant rounded down to the nearest whole number of Vine Hill Public Warrants. Immediately after the Vine Hill Unit Separation, all Vine Hill Units will be automatically cancelled and cease to exist.

For more information about the transactions contemplated by the Business Combination Agreement, please see the section entitled “The Business Combination Proposal — Business Combination Agreement.” A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A and is incorporated herein by reference.

Business Combination Consideration

As consideration for the SPAC Merger, at the effective time of the SPAC Merger, (a) each issued and outstanding Vine Hill Class A Share (including each Vine Hill Class A Share issued upon the Sponsor Share Conversion (as defined above)) will be converted into one Holdco Ordinary Share and (b) each outstanding public warrant of Vine Hill (each, a “Vine Hill Public Warrant”) will be assumed by Holdco as a public warrant of Holdco (each, a “Holdco Warrant”), having substantially the same terms and conditions and exercisable for Holdco Ordinary Shares. As consideration for the Scheme of Arrangement, at the effective time of the Scheme of Arrangement, (w) each CoinShares Share that is issued and outstanding (other than the PIPE Shares (as defined below)) will be exchanged for the number of Holdco Ordinary Shares equal to the quotient obtained by dividing (i) (A) $1.2 billion divided by (B) the number of Fully Diluted Equity Securities (as defined below) (such quotient obtained by dividing (A) by (B),

2

Table of Contents

the “Equity Value Per Share”) by (ii) $10.00 (such quotient obtained by dividing (i) by (ii), the “Equity Exchange Ratio”); (x) each option to purchase CoinShares Shares (each, a “CoinShares Option”) that is issued and outstanding and has vested pursuant to its terms will be converted into the right to receive an amount in cash equal to the product obtained by multiplying (i) the excess of the Equity Value Per Share over the exercise price of such CoinShares Option that has vested by (ii) the number of CoinShares Shares underlying such CoinShares Option; (y) (i) each CoinShares Option that is unvested will be converted into an option to purchase a number of Holdco Ordinary Shares equal to the product obtained by multiplying (A) the number of CoinShares Shares underlying such CoinShares Option by (B) the Equity Exchange Ratio and (ii) the per share exercise price of each Holdco Ordinary Share issuable upon exercise of each such converted CoinShares Option will be equal to the quotient obtained by dividing (A) the exercise price per share of such CoinShares Option immediately before the effective time of the Scheme of Arrangement by (B) the Equity Exchange Ratio, subject to the same terms and conditions of such CoinShares Option prior to conversion; and (z) each PIPE Share will be exchanged for one Holdco Ordinary Share. “Fully Diluted Equity Securities” means (a) CoinShares Shares issued and outstanding immediately prior to the effective time of the Scheme of Arrangement (other than the PIPE Shares) and (b) CoinShares Shares that, immediately prior to the effective time of the Scheme of Arrangement, would be issued if CoinShares Options, whether vested or unvested, were net settled by withholding CoinShares Shares upon exercise.

Closing Conditions

Under the Business Combination Agreement, the obligations of the parties to consummate (or cause to be consummated) the Business Combination are subject to the satisfaction of or waiver by all parties to the Business Combination Agreement (to the extent permitted by applicable law) of, a number of customary conditions, including, among other things: (i) approval by Vine Hill’s shareholders of the Condition Precedent Proposals; (ii) approval by CoinShares Shareholders of the Scheme of Arrangement; (iii) receipt of certain specified regulatory approvals, including, without limitation, expiration or termination of any waiting period under the Hart-Scott-Rodino Act; (iv) consummation of the Business Combination not being prohibited or enjoined by any order, rule, regulation or other applicable law; (v) absence of any secured creditors of Vine Hill; (vi) Holdco Ordinary Shares having been approved for listing on The Nasdaq Stock Market (“Nasdaq”) (or any other public stock market or exchange in the United States as may be agreed by CoinShares and Vine Hill), subject to official notice of issuance thereof; (vii) effectiveness of the registration statement of which this proxy statement/prospectus forms a part in accordance with the Securities Act and absence of any stop order issued by the SEC which remains in effect with respect to the registration statement of which this proxy statement/prospectus forms a part; and (viii) the Royal Court of Jersey sanctioning the Scheme of Arrangement and the submission by CoinShares of the court’s order to the Registrar of Companies of Jersey for registration.

The obligations of Vine Hill to consummate the Business Combination are also subject to the satisfaction or waiver by Vine Hill of a number of conditions, including, among other things: (i) the respective representations and warranties of CoinShares, Holdco and SPAC Merger Sub being true and correct, subject to the applicable materiality and knowledge standards contained in the Business Combination Agreement; (ii) material performance or compliance by CoinShares, Holdco and SPAC Merger Sub with their respective pre-Closing covenants; (iii) no CoinShares Material Adverse Effect having occurred since the date of the Business Combination Agreement that is continuing; and (iv) material performance by CoinShares and the Key CoinShares Shareholders (as defined below) with their respective pre-Closing covenants under the Shareholder Support Agreement (as defined below).

The obligations of CoinShares, Holdco and SPAC Merger Sub to consummate the Business Combination are also subject to the satisfaction or waiver by CoinShares of a number of conditions, including, among other things: (i) no information having been made public by Vine Hill or otherwise made available to CoinShares, Holdco or SPAC Merger Sub by Vine Hill, being materially inaccurate, incomplete or misleading in any material respect and Vine Hill having made public all material information which is required to be made public under applicable law; (ii) no state of facts, changes, circumstances, occurrences, events or effects having occurred that has had or would reasonably be expected to have, a materially adverse effect on (a) the business, assets, financial condition or results of operations of Vine Hill or (b) the ability of Vine Hill to perform its material obligations under the Business Combination Agreement or to consummate the Business Combination, in each case, subject to certain exceptions; (iii) none of Vine Hill or the Sponsor having (x) taken any action that is likely to impair the prerequisites for the Closing or (y) failed to take any action the failure of which is likely to impair the prerequisites for the Closing; (iv) completion of the Vine Hill Private Warrant Cancellation; and (v) compliance with the covenants under the Sponsor Support Agreement.

3

Table of Contents

Termination

The Business Combination Agreement may be terminated at any time prior to the Closing, among other things: (i) by mutual written agreement of Vine Hill and CoinShares at any time, (ii) by either Vine Hill or CoinShares if the Business Combination shall not have been consummated by June 8, 2026; (iii) by either Vine Hill or CoinShares if a Governmental Entity of competent jurisdiction shall have issued an Order or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Business Combination, including the Mergers, which Order or other action is final and non-appealable; (iv) by CoinShares, upon notice and subject to specified conditions with respect to cure of relevant defaults, if any information made public by Vine Hill or otherwise made available to CoinShares, Holdco or SPAC Merger Sub by Vine Hill, is inaccurate, incomplete or misleading in any material respect or if Vine Hill has failed to make public all information which is required to be made public under applicable law; (v) by Vine Hill, upon notice and subject to specified conditions with respect to cure of relevant defaults, upon a breach of any representation, warranty, covenant or agreement set forth in the Business Combination Agreement on the part of CoinShares, Holdco or SPAC Merger Sub or if any representation or warranty of CoinShares shall have become untrue, in each case, such that the conditions would not be satisfied; (vi) by either Vine Hill or CoinShares if the approval by Vine Hill’s shareholders of the Condition Precedent Proposals has not been obtained; or (vii) by either Vine Hill or CoinShares if the approval by CoinShares Shareholders of, among other things, the Scheme of Arrangement, has not been obtained.

None of the parties to the Business Combination Agreement is required to pay a termination fee or reimburse any other party for its expenses as a result of a termination of the Business Combination Agreement. However, each party will remain liable for willful breaches of the Business Combination Agreement or for Fraud prior to termination. Notwithstanding the foregoing, CoinShares will bear all fees, costs and expenses incurred by any party in connection with the filing of the registration statement of which this proxy statement/prospectus forms a part with the SEC and submitting a listing application for Holdco securities to Nasdaq (or any other public stock market or exchange in the United States as may be agreed by CoinShares and Vine Hill), regardless of whether the Closing occurs. Additionally, following the Closing, Holdco will be required to reimburse or pay or cause to be reimbursed or paid, all expenses of the parties, provided that expenses of Vine Hill (subject to certain exceptions) shall only be reimbursed up to an amount of $4,000,000.

The foregoing description of the Business Combination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Business Combination Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A and is incorporated herein by reference.

Related Agreements

This section describes the material provisions of certain additional agreements entered into or to be entered into pursuant to the Business Combination Agreement and which we refer to as the “Related Agreements,” but does not purport to describe all of their terms. The following summary is qualified in its entirety by reference to the complete text of each of these Related Agreements, which are included as exhibits to this proxy/statement prospectus. You are urged to read such Related Agreements in their entirety.

Sponsor Support Agreement

Contemporaneously with the execution of the Business Combination Agreement, Vine Hill entered into a Sponsor Support Agreement with the Sponsor, CoinShares and Holdco (the “Sponsor Support Agreement”), pursuant to which, among other things, the Sponsor agreed (i) to vote its Vine Hill Ordinary Shares in favor of the Business Combination and all related transactions and proposals and withhold consent for any action that may result in breach of the Business Combination Agreement or otherwise impair the Closing, (ii) to waive any rights to adjustment or other anti-dilution or similar protections with respect to the rate that the Vine Hill Class B Shares held by the Sponsor will convert into Vine Hill Class A Shares in connection with the Business Combination and related transactions, (iii) not to transfer, redeem or cause the redemption of any of the Vine Hill Class B Shares or Vine Hill Class A Shares held by the Sponsor prior to or in connection with the consummation of the Business Combination, (iv) to forfeit and surrender the Sponsor Forfeited Shares, (v) to effect the Vine Hill Private Warrant Cancellation, (vi) to consummate the Sponsor Share Conversion one day prior to the effective time of the SPAC Merger, (vii) to release any claims against Vine Hill, Holdco, CoinShares and SPAC Merger Sub with respect to any matter arising prior to the Closing,

4

Table of Contents

subject to customary exceptions and existing contractual rights, and (viii) to cause to be forgiven, for no consideration, any loans made to Vine Hill by the Sponsor, any member of Vine Hill or the Sponsor’s respective management teams or any other person.

Shareholder Support Agreement

Contemporaneously with the execution of the Business Combination Agreement, a group of CoinShares Shareholders (the “Key CoinShares Shareholders”) holding at least 75% of the outstanding CoinShares Shares entered into a Shareholder Support Agreement with Vine Hill, Holdco, CoinShares and SPAC Merger Sub (the “Shareholder Support Agreement”), pursuant to which, among other things, such Key CoinShares Shareholders agreed (i) to vote in favor of the Business Combination and all related transactions and proposals and withhold consent for any action that may result in breach of the Business Combination Agreement or otherwise impair the Closing, (ii) to waive any preemption rights or similar protections with respect to their CoinShares Shares in connection with the Business Combination and related transactions, and (iii) not to transfer, redeem or cause the redemption of any of CoinShares Shares held by such Key CoinShares Shareholders prior to or in connection with the consummation of the Business Combination, subject to customary exceptions, existing contractual rights and transfers made towards ensuring the implementation of the Business Combination. The approval of the Scheme of Arrangement will also require the favorable vote of a majority of the total number of CoinShares Shareholders named on the register of shareholders who are present and voting at the meeting of the court-ordered meeting of the CoinShares Shareholders approving the Scheme of Arrangement.

Lock-Up Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, the Sponsor and the Key CoinShares Shareholders (the “Lock-Up Parties” and each, a “Lock-Up Party”) entered into a Lock-Up Agreement (the “Lock-Up Agreement”) with Holdco and Vine Hill, pursuant to which the Lock-Up Parties agreed that the Holdco Ordinary Shares received by each such Lock-Up Party will be locked up and subject to transfer restrictions, as described below, subject to certain exceptions. The Holdco Ordinary Shares held by each Lock-Up Party will be locked up until the earlier of (i) six (6) months after the date of the Closing (the “Anniversary Release”) and (ii) the date on which Holdco consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction after the Closing which results in all of Holdco’s shareholders having the right to exchange their Holdco Ordinary Shares for cash, securities or other property. Beginning on the date that is 90 days after the Closing Date, any CoinShares Shareholder prior to the Business Combination that is subject to a Lock-Up Agreement other than any executive officer, founder or director of Holdco or their respective affiliates, may transfer up to 20% of their respective Holdco Ordinary Shares, so long as the closing sales price of the Holdco Ordinary Shares equals or exceeds $18.00 per share for at least 20 trading days within any 30 consecutive trading day period commencing any time 60 days after the Closing Date. Any CoinShares Shareholder prior to the Business Combination that is subject to a Lock-Up Agreement may transfer all of their respective Holdco Ordinary Shares, so long as the closing sales price of the Holdco Ordinary Shares equals or exceeds $22.00 per share for at least 20 trading days within any 30 consecutive trading day period commencing any time after the Closing Date.

Amended and Restated Registration Rights Agreement

At the Closing, Holdco, SPAC Merger Sub, the Sponsor and certain holders of Holdco Ordinary Shares will amend and restate the Registration Rights Agreement, dated as of September 5, 2024, by entering into an Amended and Restated Registration Rights Agreement (the “A&R Registration Rights Agreement”). Among other things, the A&R Registration Rights Agreement will provide that the Sponsor and such other holders will be granted certain customary registration rights, on the terms and subject to the conditions set forth in the A&R Registration Rights Agreement, with respect to securities of Holdco that they will hold following the Business Combination.

Subscription Agreement

Concurrently with the execution of the Business Combination Agreement, in connection with a financing effort related to the Business Combination, CoinShares and Holdco entered into a subscription agreement with an institutional investor (the “PIPE Investor” and, such subscription agreement, the “PIPE Subscription Agreement”). Subject to the terms and conditions of the PIPE Subscription Agreement, the PIPE Investor agreed to subscribe for and

5

Table of Contents

purchase 5,000,000 CoinShares Shares from CoinShares (the “PIPE Investment Shares” and, such investment, the “PIPE Investment”) for a total purchase price of $50,000,000. In consideration of the PIPE Investor’s commitment, CoinShares has agreed, subject to the PIPE Investor’s compliance with its obligations under the PIPE Subscription Agreement, to issue to the PIPE Investor an additional 1,666,667 CoinShares Shares as a commitment fee immediately prior to the effective time of the Scheme of Arrangement (the “Commitment Fee Shares” and together with the PIPE Investment Shares, the “PIPE Shares”). Pursuant to the PIPE Subscription Agreement, the PIPE Investor may elect to reduce the number of PIPE Investment Shares that it is obligated to purchase under the PIPE Subscription Agreement by the number of Vine Hill Class A Shares acquired by the PIPE Investor in the open market or in privately negotiated transactions with third parties after the date of the Subscription Agreement and prior to the Extraordinary General Meeting and not submitted for redemption (on a one-for-one basis up to the total amount of PIPE Investment Shares subscribed for under the PIPE Subscription Agreement). Based on the most recent Schedule 13G filed by the PIPE Investor, the PIPE Investor holds 1,967,329 Vine Hill Class A Shares, representing approximately 39.3% of their commitment to purchase 5,000,000 PIPE Investment Shares. There is no assurance that the PIPE Investor will hold this number of Vine Hill Class A Shares, or any other number of Vine Hill Class A Shares, at the time of the Extraordinary General Meeting.

The Shareholder Proposals to be Submitted at the Extraordinary General Meeting

The Business Combination Proposal

As discussed in this proxy statement/prospectus, Vine Hill is asking its shareholders to approve by ordinary resolution and adopt the Business Combination Agreement and the Business Combination. A current copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. The Business Combination Agreement provides that, among other things, following the Mergers, Holdco will: (i) directly own 100% of the equity interests in SPAC Merger Sub (as the surviving company in the SPAC Merger between Vine Hill and SPAC Merger Sub) and indirectly own, through its wholly-owned subsidiary, SPAC Merger Sub, 100% of the equity interests in CoinShares; and (ii) issue Holdco Ordinary Shares to CoinShares Shareholders and Vine Hill shareholders, in accordance with the terms and subject to the conditions of the Business Combination Agreement. After consideration of the factors identified and discussed in the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Vine Hill Board’s Reasons for the Approval of the Business Combination,” the Vine Hill Board concluded that the Business Combination met the requirements disclosed in the prospectus for the Vine Hill IPO.

Organizational Structure

On September 8, 2025, Vine Hill entered into the Business Combination Agreement with Holdco, SPAC Merger Sub and CoinShares, pursuant to which, among other things, (a) subject to Vine Hill shareholder approval, among other things, Vine Hill will merge with and into SPAC Merger Sub, with SPAC Merger Sub being the surviving entity and continuing as a direct wholly-owned subsidiary of Holdco, (b) subject to the approval of Vine Hill and CoinShares Shareholders, among other things, SPAC Merger Sub will acquire CoinShares, with such acquisition being effected by the exchange of all CoinShares Shares for Holdco Ordinary Shares 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, (c) following which SPAC Merger Sub will distribute any remaining cash (after giving effect to valid redemption elections of its public shareholders) in the Trust Account to Holdco and will be liquidated. As a result of the transactions contemplated by the Business Combination Agreement, SPAC Merger Sub and CoinShares will become wholly-owned subsidiaries of Holdco and Holdco will become a U.S. listed publicly traded company, all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with applicable law, with CoinShares continuing as a direct wholly-owned subsidiary of SPAC Merger Sub.

6

Table of Contents

Simplified Pre-Combination Structure

The following diagrams illustrate in simplified terms the current ownership structures of Vine Hill and CoinShares prior to the Business Combination.

Simplified Post-Combination Structure

The following diagram illustrates a simplified version of the expected organizational structure of Holdco immediately following the Closing. The chart is provided for illustrative purposes only and does not represent all legal entities affiliated with Vine Hill or CoinShares. The ownership percentages are presented on an outstanding basis, which are subject to change based on any redemptions and/or any additional financing. The ownership percentages (1) in Holdco are based on redemption scenarios and presented in the following order: (i) No Redemption Scenario; (ii) 50% Redemption Scenario; and (iii) Maximum Redemption Scenario.

7

Table of Contents

Equity Stake Upon Closing

As of March 2, 2026, the Record Date, there are 22,000,000 Vine Hill Public Shares issued and outstanding, which may be redeemed in connection with the Extraordinary General Meeting and 7,333,334 Vine Hill Class B Shares issued and outstanding. In addition, there are 16,500,000 Vine Hill warrants issued and outstanding, consisting of 11,000,000 Vine Hill Public Warrants and 5,500,000 Vine Hill Private Warrants. In connection with the Business Combination, the Sponsor will forfeit 2,933,333 Vine Hill Class B Shares and all of the Vine Hill Private Warrants will be cancelled, in each case, for no consideration.

Vine Hill cannot predict how many Vine Hill Public Shares will be redeemed. As a result, Vine Hill is presenting five different redemption scenarios with respect to Vine Hill Class A Shares, each of which presents a different allocation of total Holdco equity following the Closing. To illustrate potential dilution in each such scenario, the tables below present the post-Closing share ownership of Holdco under each of: (1) the No Redemption Scenario; (2) the 25% Redemption Scenario; (3) the 50% Redemption Scenario; (4) the 75% Redemption Scenario and (5) the Maximum Redemption Scenario and in each case assuming there are no dissenting Vine Hill shareholders.

The following table excludes the dilutive effect of the Vine Hill Public Warrants and reflects the Vine Hill Private Warrant Cancellation:

		No Redemption Scenario(1)					25% Redemption Scenario(2)					50% Redemption Scenario(3)					75% Redemption Scenario(4)					Maximum Redemption Scenario(5)
		Ordinary Shares		Ownership %*			Ordinary Shares		Ownership %*			Ordinary Shares		Ownership %*			Ordinary Shares		Ownership %*			Ordinary Shares		Ownership %*
Vine Hill Public Shareholders		22,000,000		14.3	%		16,500,000		11.2	%		11,000,000		7.7	%		5,500,000		4.0	%		—		—	%
Sponsor(6)		4,400,001		2.9	%		4,400,001		3.0	%		4,400,001		3.1	%		4,400,001		3.2	%		4,400,001		3.4	%
CoinShares Shareholders(7)		120,000,000		78.4	%		120,000,000		81.3	%		120,000,000		84.5	%		120,000,000		87.9	%		120,000,000		91.5	%
PIPE Investor(8)		6,666,667		4.4	%		6,666,667		4.5	%		6,666,667		4.7	%		6,666,667		4.9	%		6,666,667		5.1	%
Total Holdco Ordinary Shares outstanding at Closing		153,066,668		100.0	%		147,566,668		100.0	%		142,066,668		100.0	%		136,566,668		100.0	%		131,066,668		100.0	%

The following table includes the dilutive effect of the Vine Hill Public Warrants and reflects the Vine Hill Private Warrant Cancellation:

		No Redemption Scenario(1)					25% Scenario(2)					50% Scenario(3)					75% Scenario(4)					Maximum Redemption Scenario(5)
		Ordinary Shares		Ownership %*			Ordinary Shares		Ownership %*			Ordinary Shares		Ownership %*			Ordinary Shares		Ownership %*			Ordinary Shares		Ownership %*
Vine Hill Public Shareholders		22,000,000		13.4	%		16,500,000		10.4	%		11,000,000		7.2	%		5,500,000		3.7	%		—		—	%
Sponsor(6)		4,400,001		2.7	%		4,400,001		2.8	%		4,400,001		2.9	%		4,400,001		3.0	%		4,400,001		3.1	%
CoinShares Shareholders(7)		120,000,000		73.1	%		120,000,000		75.7	%		120,000,000		78.4	%		120,000,000		81.3	%		120,000,000		84.5	%
PIPE Investor(8)		6,666,667		4.1	%		6,666,667		4.2	%		6,666,667		4.3	%		6,666,667		4.5	%		6,666,667		4.7	%
Vine Hill Public Warrantholders(9)		11,000,000		6.7	%		11,000,000		6.9	%		11,000,000		7.2	%		11,000,000		7.5	%		11,000,000		7.7	%
Total Holdco Ordinary Shares outstanding at Closing		164,066,668		100.0	%		158,566,668		100.0	%		153,066,668		100.0	%		147,566,668		100.0	%		142,066,668		100.0	%

____________

* Amounts may not sum due to rounding. Share ownership presented under each redemption scenario is presented for illustrative purposes. Vine Hill and CoinShares cannot predict how many Vine Hill Public Shares will be redeemed. As a result, the redemption amount and the number of Vine Hill Public Shares redeemed in connection with the Business Combination may differ from the amounts presented above. The ownership percentages of current Vine Hill shareholders may also differ from the presentation above if the actual redemptions are different from these assumptions. See “Risk Factors — Risks Related to the Business Combination and Vine Hill — The ability of Vine Hill Public Shareholders to exercise redemption rights with respect to a large number of Vine Hill Public Shares, the terms of the proposed Business Combination or other factors may not allow Vine Hill to complete the Business Combination or optimize its capital structure.” Assumes a Redemption Price of $10.52, which was the approximate Redemption Price as of September 30, 2025.

(1) Assumes that no Vine Hill Public Shareholders exercise redemption rights with respect to their Vine Hill Public Shares for a pro rata share of the funds in the Trust Account.

8

Table of Contents

(2) Assumes that Vine Hill Public Shareholders holding approximately 25% of the Vine Hill Public Shares exercise redemption rights with respect to their Vine Hill Public Shares. This scenario assumes that 5,500,000 Vine Hill Public Shares are redeemed for an aggregate payment of approximately $57.9 million (based on the estimated per share redemption price of approximately $10.52 per share) from the Trust Account based on funds in the Trust Account as of September 30, 2025.

(3) Assumes that Vine Hill Public Shareholders holding approximately 50% of the Vine Hill Public Shares exercise redemption rights with respect to their Vine Hill Public Shares. This scenario assumes that 11,000,000 Vine Hill Public Shares are redeemed for an aggregate payment of approximately $115.7 million (based on the estimated per share redemption price of approximately $10.52 per share) from the Trust Account based on funds in the Trust Account as of September 30, 2025.

(4) Assumes that Vine Hill Public Shareholders holding approximately 75% of the Vine Hill Public Shares exercise redemption rights with respect to their Vine Hill Public Shares. This scenario assumes that 16,500,000 Vine Hill Public Shares are redeemed for an aggregate payment of approximately $173.6 million (based on the estimated per share redemption price of approximately $10.52 per share) from the Trust Account based on funds in the Trust Account as of September 30, 2025.

(5) Assumes that Vine Hill Public Shareholders holding all of the Vine Hill Public Shares exercise redemption rights with respect to their Vine Hill Public Shares. This scenario assumes that 22,000,000 Vine Hill Public Shares are redeemed for an aggregate payment of approximately $231.5 million (based on the estimated per share redemption price of approximately $10.52 per share) from the Trust Account based on funds in the Trust Account as of September 30, 2025.

(6) Reflects forfeiture of 2,933,333 Vine Hill Class B Shares in connection with the Business Combination.

(7) Excludes 723,038 Holdco Ordinary Shares underlying CoinShares Options assumed by Holdco in connection with the Business Combination. Reflects the maximum number of Holdco Ordinary Shares that may be issued to CoinShares Shareholders in connection with the Scheme of Arrangement. The actual number of Holdco Ordinary Shares to be issued to CoinShares Shareholders will be based on the Equity Exchange Ratio, which will be determined at the time of the Closing based on the number of issued and outstanding CoinShares Shares immediately prior to the effective time of the Scheme of Arrangement, including the net share settlement of any issued and outstanding CoinShares Options, whether vested or unvested, and excluding any treasury shares and the PIPE Shares.

(8) Assumes completion of the $50.0 million PIPE Investment that is satisfied by cash payments from the PIPE Investor and reflects issuance of 6,666,667 Holdco Ordinary Shares in exchange for 5,000,000 PIPE Investment Shares and 1,666,667 Commitment Fee Shares.

(9) Represents shares issuable upon the exercise of Holdco Warrants. Holdco Warrants will be exercisable beginning 30 days following the Closing for one Holdco Ordinary Share at an exercise price of $11.50 per share in accordance with the terms of the warrants. Each redemption scenario assumes that all outstanding warrants are exercised for cash.

For more information, please see the sections of this proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Security Ownership of Certain Beneficial Owners and Management.”

Dilution

If you acquired Vine Hill Public Shares in the Vine Hill IPO, your ownership interest will be immediately diluted to the extent of the difference between the $10.00 price per Vine Hill Unit sold in the Vine Hill IPO (each Vine Hill Unit consisting of one Vine Hill Class A Share and one-half of one Vine Hill Public Warrant) and the net tangible book value per share, as adjusted, of the Vine Hill Class A Shares immediately after consummation of the Business Combination, assuming no value is attached to the Vine Hill Public Warrants.

The following table presents the net tangible book value per share under each of: (1) the No Redemption Scenario; (2) the 25% Redemption Scenario; (3) the 50% Redemption Scenario; (4) the 75% Redemption Scenario; and (5) the Maximum Redemption Scenario assuming various sources of material probable dilution (but excluding the direct effects of the Business Combination transaction itself).

		No Redemption Scenario(1)				25% Redemption Scenario(2)				50% Redemption Scenario(3)				75% Redemption Scenario(4)				Maximum Redemption Scenario(5)
IPO Offering Price		$	10.00			$	10.00			$	10.00			$	10.00			$	10.00
Net Tangible Book Value as of June 30, 2025, as adjusted		$	8.33			$	7.89			$	7.23			$	6.14			$	3.96
Dilution per share to Vine Hill Public Shareholders		$	(1.67	)		$	(2.11	)		$	(2.77	)		$	(3.86	)		$	(6.04	)

____________

(1) Includes 22,000,000 Vine Hill Public Shares and assumes that no Vine Hill Public Shareholders exercise redemption rights with respect to such Vine Hill Public Shares.

(2) Includes 16,500,000 Vine Hill Public Shares and assumes Vine Hill Public Shareholders exercise redemption rights with respect to 25% of Vine Hill Public Shares for an aggregate of approximately $57.9 million (based on a Redemption Price of $10.52, which was the approximate Redemption Price as of September 30, 2025) from the Trust Account.

9

Table of Contents

(3) Includes 11,000,000 Vine Hill Public Shares and assumes Vine Hill Public Shareholders exercise redemption rights with respect to 50% of Vine Hill Public Shares for an aggregate of approximately $115.7 million (based on a Redemption Price of $10.52, which was the approximate Redemption Price as of September 30, 2025) from the Trust Account.

(4) Includes 5,500,000 Vine Hill Public Shares and assumes Vine Hill Public Shareholders exercise redemption rights with respect to 75% of Vine Hill Public Shares for an aggregate of approximately $173.6 million (based on a Redemption Price of $10.52, which was the approximate Redemption Price as of September 30, 2025) from the Trust Account.

(5) Assumes Vine Hill Public Shareholders exercise redemption rights with respect to all Vine Hill Public Shares for an aggregate of approximately $231.5 million (based on a Redemption Price of $10.52, which was the approximate Redemption Price as of September 30, 2025) from the Trust Account.

The net tangible book value as of June 30, 2025, as adjusted, excludes the effects of the Business Combination transaction and includes (i) material probable or consummated transactions and (ii) transactions that will otherwise materially affect Vine Hill’s net tangible book value. The adjusted net tangible book value as of June 30, 2025 is calculated as follows:

		No Redemption Scenario(1)				25% Redemption Scenario(2)				50% Redemption Scenario(3)				75% Redemption Scenario(4)				Maximum Redemption Scenario(5)
Numerator adjustments
Vine Hill’s net tangible book value		$	223,124,759			$	223,124,759			$	223,124,759			$	223,124,759			$	223,124,759
Anticipated transaction expenses to be incurred by Vine Hill			(2,649,000	)			(2,649,000	)			(2,649,000	)			(2,649,000	)			(2,649,000	)
Redemptions from Trust Account			—				(57,865,440	)			(115,730,880	)			(173,596,319	)			(231,461,759	)
PIPE Proceeds, net of issuance costs			47,146,524				47,146,524				47,146,524				47,146,524				47,146,524
Reduction in deferred underwriting fee liability			7,700,000				7,700,000				7,700,000				7,700,000				7,700,000
Net Tangible Book Value as of June 30, 2025, as adjusted		$	275,322,283			$	217,456,843			$	159,591,404			$	101,725,964			$	43,860,524
Denominator adjustments
Vine Hill Public Shareholders			22,000,000				16,500,000				11,000,000				5,500,000				—
Sponsor(6)			4,400,001				4,400,001				4,400,001				4,400,001				4,400,001
PIPE Investor			6,666,667				6,666,667				6,666,667				6,666,667				6,666,667
As adjusted Vine Hill Ordinary Shares outstanding			33,066,668				27,566,668				22,066,668				16,566,668				11,066,668

____________

(1) Includes 22,000,000 Vine Hill Public Shares and assumes that no Vine Hill Public Shareholders exercise redemption rights with respect to such Vine Hill Class A Shares.

(2) Includes 16,500,000 Vine Hill Public Shares and assumes Vine Hill Public Shareholders exercise redemption rights with respect to 25% of Vine Hill Public Shares for an aggregate of approximately $57.9 million (based on a Redemption Price of $10.52, which was the approximate Redemption Price as of September 30, 2025) from the Trust Account.

(3) Includes 11,000,000 Vine Hill Public Shares and assumes Vine Hill Public Shareholders exercise redemption rights with respect to 50% of Vine Hill Public Shares for an aggregate of approximately $115.7 million (based on a Redemption Price of $10.52, which was the approximate Redemption Price as of September 30, 2025) from the Trust Account.

(4) Includes 5,500,000 Vine Hill Public Shares and assumes Vine Hill Public Shareholders exercise redemption rights with respect to 75% of Vine Hill Public Shares for an aggregate of approximately $173.6 million (based on a Redemption Price of $10.52, which was the approximate Redemption Price as of September 30, 2025) from the Trust Account.

(5) Assumes Vine Hill Public Shareholders exercise redemption rights with respect to all Vine Hill Public Shares for an aggregate of approximately $231.5 million (based on a Redemption Price of $10.52, which was the approximate Redemption Price as of September 30, 2025) from the Trust Account.

(6) Reflects forfeiture of 2,933,333 Vine Hill Class B Shares in connection with the Business Combination.

10

Table of Contents

Vine Hill issued the Vine Hill Units in the IPO at $10.00 per Vine Hill Unit (the “IPO Price”). Based on CoinShares’ and Vine Hill’s current capitalization, Vine Hill anticipates the total maximum number of Holdco Ordinary Shares outstanding or issuable immediately following the Closing in the No Redemption Scenario will be approximately 153,066,668 shares (excluding Holdco Ordinary Shares underlying Holdco Warrants). In the No Redemption Scenario, Holdco’s valuation following the Closing is based on the IPO Price and is therefore calculated as: $10.00 (the per share IPO Price) times 153,066,668 shares or $1,530,666,680. The following table illustrates the valuation of Holdco at the offering price of the securities at the IPO Price for each redemption scenario:

		No Redemption Scenario(1)			25% Redemption Scenario(2)			50% Redemption Scenario(3)			75% Redemption Scenario(4)			Maximum Redemption Scenario(5)
Valuation of Vine Hill Public Shares based on the IPO Price		$	220,000,000		$	165,000,000		$	110,000,000		$	55,000,000		$	—
Vine Hill Ordinary Shares outstanding post-Business Combination			22,000,000			16,500,000			11,000,000			5,500,000			—
Valuation of shares held by Sponsor based on the IPO Price		$	44,000,010		$	44,000,010		$	44,000,010		$	44,000,010		$	44,000,010
Founder Shares outstanding post-Business Combination(6)			4,400,001			4,400,001			4,400,001			4,400,001			4,400,001
Valuation of shares held by PIPE Investor based on the IPO Price		$	66,666,670		$	66,666,670		$	66,666,670		$	66,666,670		$	66,666,670
PIPE Investor shareholders shares outstanding post-Business Combination			6,666,667			6,666,667			6,666,667			6,666,667			6,666,667
Valuation of CoinShares shareholders based on the IPO Price		$	1,200,000,000		$	1,200,000,000		$	1,200,000,000		$	1,200,000,000		$	1,200,000,000
CoinShares shareholders shares outstanding post-Business Combination			120,000,000			120,000,000			120,000,000			120,000,000			120,000,000
Total valuation based on the IPO Price		$	1,530,666,680		$	1,475,666,680		$	1,420,666,680		$	1,365,666,680		$	1,310,666,680
Total shares outstanding post-Business Combination			153,066,668			147,566,668			142,066,668			136,566,668			131,066,668

____________

(1) Includes 22,000,000 Vine Hill Public Shares and assumes that no Vine Hill Public Shareholders exercise redemption rights with respect to such Vine Hill Public Shares.

(2) Includes 16,500,000 Vine Hill Public Shares and assumes Vine Hill Public Shareholders exercise redemption rights with respect to 25% of Vine Hill Public Shares for an aggregate of approximately $57.9 million (based on a Redemption Price of $10.52, which was the approximate Redemption Price as of September 30, 2025) from the Trust Account.

(3) Includes 11,000,000 Vine Hill Public Shares and assumes Vine Hill Public Shareholders exercise redemption rights with respect to 50% of Vine Hill Public Shares for an aggregate of approximately $115.7 million (based on a Redemption Price of $10.52, which was the approximate Redemption Price as of September 30, 2025) from the Trust Account.

(4) Includes 5,500,000 Vine Hill Public Shares and assumes Vine Hill Public Shareholders exercise redemption rights with respect to 75% of Vine Hill Public Shares for an aggregate of approximately $173.6 million (based on a Redemption Price of $10.52, which was the approximate Redemption Price as of September 30, 2025) from the Trust Account.

11

Table of Contents

(5) Assumes Vine Hill Public Shareholders exercise redemption rights with respect to all Vine Hill Public Shares for an aggregate of approximately $231.5 million (based on a Redemption Price of $10.52, which was the approximate Redemption Price as of September 30, 2025) from the Trust Account.

(6) Reflects forfeiture of 2,933,333 Vine Hill Class B Shares in connection with the Business Combination.

In addition to the dilution presented in the tables above, non-redeeming Vine Hill Public Shareholders may experience dilution, including due to: (i) the issuance of Holdco Ordinary Shares and securities exercisable for or convertible into Holdco Ordinary Shares to the CoinShares Shareholders as consideration in the Business Combination; (ii) the issuance of Holdco Ordinary Shares upon the exercise of the Vine Hill Public Warrants; and (iii) the reimbursement of out-of-pocket expenses incurred by the Sponsor. See “Risk Factors — Risks Related to the Business Combination — Vine Hill’s shareholders will experience dilution due to the issuance of Holdco Ordinary Shares and securities exercisable for or convertible into Holdco Ordinary Shares, to the CoinShares Shareholders as consideration in the Business Combination,” “— Vine Hill’s shareholders who redeem their Vine Hill Public Shares may continue to hold any Vine Hill Public Warrants that they own, which will result in dilution to non-redeeming Vine Hill shareholders upon exercise of such Vine Hill Public Warrants,” “Information About Vine Hill — Sponsor and Affiliates Compensation,” and “Questions and Answers for Vine Hill shareholders — What equity stake will current Vine Hill shareholders and CoinShares Shareholders hold in Holdco immediately after the Closing?”

The foregoing disclosure is not a guarantee that the trading price of the Holdco Ordinary Shares will not be below the IPO Price, nor is the disclosure a guarantee that Holdco will attain any of the levels of valuation presented.

In addition, all of the relative percentages above are for illustrative purposes only and are based upon certain assumptions. Should one or more of the assumptions prove incorrect, actual ownership percentages may vary, potentially materially, from those described in this proxy statement/prospectus as anticipated, believed, estimated, expected or intended. See “Unaudited Pro Forma Condensed Combined Financial Information.”

Vine Hill Board’s Reasons for the Approval of the Business Combination

Vine Hill was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.

The Vine Hill Board considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Business Combination Agreement and the Ancillary Documents and the transactions contemplated by those agreements, including the following factors:

• Compelling Industry Tailwinds.    The market opportunity for CoinShares’ digital asset exchange-traded products (“ETPs”) is vast and accelerating, driven by strong institutional demand, regulatory clarity and the structural integration of digital assets into global financial markets.

• Proven Market Leadership with a Defensible Moat in Europe and Growth Opportunity in the United States.    CoinShares is the fourth-largest manager of digital asset ETP products globally by assets under management (“AUM”) behind BlackRock, Grayscale and Fidelity and the number one manager in EMEA with a 34% market share in the region by AUM as of June 30, 2025, according to Trackinsight (as of July 3, 2025). CoinShares’ AUM has more than tripled over the last two years, from approximately $2.62 billion, as of the end of the third quarter of 2023, to approximately $8.05 billion, as of the end of the second quarter of 2025, through strong new investor inflows, supportive digital asset pricing and successful new product launches.

• Compelling Business Model Which Generates a Stable Yield on a Growing AUM Base; Producing Recurring Revenues at Substantial Margins.    CoinShares operates a diversified, resilient and recurring revenue model that draws from multiple sources across the platform. The recurring nature of the business complemented by expanding AUM, steady fee yields and strong operating leverage, allows CoinShares to generate growing, high-margin, recurring cash flows. CoinShares earns recurring management fees through a suite of ETPs and exchange-traded funds (“ETFs”), which provide regulated exposure to digital assets. In addition, CoinShares generates income from staking and lending activities, deploying digital assets to earn yield while maintaining liquidity. Proprietary trading and arbitrage strategies contribute spread-based revenue, enhancing execution and supporting product innovation. CoinShares also provides

12

Table of Contents

infrastructure services that facilitate product creation, redemption, and custody operations. As AUM expands CoinShares’ cost structure remains largely static, apart from direct trading and custody costs and as result CoinShares’ business requires limited incremental cost as AUM increases.

• Size of the Total Addressable Market    Institutional investors are increasingly viewing digital assets not as speculative instruments, but as strategic components of diversified portfolios. Adoption is accelerating among institutional investors, driven by regulatory clarity and demand for risk-adjusted returns. According to the 2025 Institutional Investor Digital Asset Survey conducted by Coinbase and EY-Parthenon, a survey of 352 global decision-makers from different institutional investor segments prioritizing firms with >$1 billion of AUM (the “2025 Survey”), 86% of institutional investors either already have exposure to digital assets or plan to allocate capital to them in 2025, reflecting a broad-based recognition of crypto’s role in modern asset allocation. Moreover, 59% of these investors intend to allocate more than 5% of their total AUM into crypto-related products, signaling a meaningful shift in capital flows toward the sector (today 0.1% of global investment portfolios are held by crypto ETPs). Among the available investment vehicles, ETPs have emerged as the preferred gateway, offering regulated, transparent, and liquid access to digital assets. According to the 2025 Survey, 87% of investors plan to gain exposure via direct crypto holdings or spot ETPs, and 60% of these asset managers express a preference for registered investment vehicles, underscoring the growing demand for compliant and institutionally suitable products that eliminate custody, tax and operational constraints of direct token ownership. These trends collectively reflect a growing consensus that digital assets are becoming a core, long-term allocation within institutional portfolios and that ETPs are a preferred investment vehicle.

• Attractive Valuation.    The Vine Hill Board’s determination that, if CoinShares is successful in achieving its goals, Vine Hill’s shareholders will have acquired their shares in Holdco at an attractive valuation based on the implied valuation of other guideline pure-play digital asset and alternative asset management companies.

• Industry-leading Management Team.    CoinShares is led by a highly experienced, founder-led, management team that has proven its ability to scale the business dramatically over time.

• Lock-up.    The Holdco Ordinary Shares held by each Lock-Up Party will be locked up until the earlier of (i) the Anniversary Release and (ii) the date on which Holdco consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction after the Closing which results in all of Holdco’s shareholders having the right to exchange their Holdco Ordinary Shares for cash, securities or other property. Beginning on the date that is 90 days after the Closing Date, any CoinShares Shareholder prior to the Business Combination that is subject to a Lock-Up Agreement other than any executive officer, founder or director of Holdco or their respective affiliates, may transfer up to 20% of their respective Holdco Ordinary Shares, so long as the closing sales price of the Holdco Ordinary Shares equals or exceeds $18.00 per share for at least 20 trading days within any 30 consecutive trading day period commencing any time 60 days after the Closing Date. Any CoinShares Shareholder prior to the Business Combination that is subject to a Lock-Up Agreement may transfer all of their respective Holdco Ordinary Shares, so long as the closing sales price of the Holdco Ordinary Shares equals or exceeds $22.00 per share for at least 20 trading days within any 30 consecutive trading day period commencing any time after the Closing Date.

• Due Diligence.    Vine Hill and its advisors, including Paul Hastings LLP, conducted due diligence review of CoinShares and its businesses and operations, including review of relevant documentation and discussions with CoinShares’ management and CoinShares’ financial and legal advisors.

• CoinShares Being an Attractive Target.    The Vine Hill Board considered the fact that, after a thorough review of other business combination opportunities reasonably available to Vine Hill, the proposed Business Combination with CoinShares represents the most attractive opportunity based upon the process used to evaluate and assess other potential acquisition targets.

• Shareholder Approval.    In connection with the Business Combination, the Vine Hill Public Shareholders have the option to: (i) remain shareholders of the Combined Company; (ii) sell their Vine Hill Public Shares; or (iii) redeem their Vine Hill Public Shares for the Redemption Price pursuant to the terms of the Vine Hill Memorandum and Articles of Association.

13

Table of Contents

• Negotiated Transaction.    The financial and other terms and conditions of the Business Combination Agreement and the Ancillary Documents are reasonable and were the product of an arm’s length negotiation between Vine Hill and CoinShares, including the support of CoinShares Shareholders owning more than 75% of the outstanding CoinShares Shares in value pursuant to the Shareholder Support Agreements, which is a required approval of the Scheme of Arrangement under Jersey law.

The Vine Hill Board also considered a variety of risks and uncertainties and other potentially negative factors concerning the Business Combination, including the following:

• Valuation.    Vine Hill may not have properly valued CoinShares, particularly in light of CoinShares’ dependence on digital asset trading activity or valuations, including trading volumes, liquidity and the prevailing trading prices for digital assets, whose trading prices, liquidity and volumes can be highly volatile.

• Reputational Risks.    Operating in the digital asset space can attract increased scrutiny from investors, media and regulators given its past history of bad actors and others who pose reputational risk.

• Benefits May Not Be Achieved.    The risk that the potential benefits of the Business Combination may not be fully achieved or may not be achieved within the expected timeframe.

• Redemption Risk.    The risk that a significant number of Vine Hill Public Shareholders elect to redeem their Vine Hill Public Shares prior to the consummation of the Business Combination pursuant to the Vine Hill Memorandum and Articles of Association, thereby reducing the amount of cash available to Holdco following the consummation of the Business Combination, which could adversely affect Holdco or reduce the benefits to Vine Hill’s shareholders of the Business Combination.

• Closing Conditions.    The fact that completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within Vine Hill’s control.

• Listing Risks.    The challenges associated with preparing Holdco, a private company, for the applicable disclosure and requisite internal controls and listing requirements to which it will be subject as a publicly traded company on a Stock Exchange.

• Litigation.    The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination.

• Fees and Expenses.    The fees and expenses associated with completing the Business Combination.

• Other Risks.    Various other risks associated with the business of CoinShares, as described in the section entitled “Risk Factors” appearing elsewhere in this proxy statement/prospectus.

For a more complete description of the Vine Hill Board’s reasons for approving the Business Combination Agreement and the Ancillary Documents and the transactions contemplated by those agreements, see the section entitled “Vine Hill Board’s Reasons for the Approval of the Business Combination.”

The SPAC Merger Proposal

As a condition to the Closing, pursuant to the terms of the Business Combination Agreement, the Vine Hill Board has unanimously approved the SPAC Merger Proposal. The SPAC Merger Proposal, if approved by Vine Hill’s shareholders by special resolution, will authorize (i) the merger of SPAC Merger Sub with and into Vine Hill, with SPAC Merger Sub continuing as the surviving entity and (ii) the Plan of Merger in connection with the SPAC Merger, the form of which is attached to this proxy statement/prospectus as Annex B and any and all transactions provided for in the Plan of Merger.

For additional information, see “The SPAC Merger Proposal” of this proxy statement/prospectus.

14

Table of Contents

The Organizational Document Proposal

Vine Hill is proposing that its shareholders approve, by ordinary resolution, the adoption of the Proposed Holdco Memorandum and Articles of Association. The Vine Hill Board has unanimously approved the Organizational Document Proposal and believes such proposal is necessary to adequately address the needs of Holdco following the completion of the Business Combination. Approval of the Organizational Document Proposal is a condition to the completion of the Business Combination.

For additional information, see the section of this proxy statement/prospectus entitled “The Organizational Document Proposals.”

The Advisory Organizational Document Proposals

Vine Hill is proposing that its shareholders approve by ordinary resolution, on a non-binding advisory basis, four separate Advisory Organizational Document Proposals in connection with the replacement of the Vine Hill Memorandum and Articles of Association, under the Cayman Islands Companies Act, with the Proposed Holdco Memorandum and Articles of Association, under Jersey law. The Vine Hill Board has unanimously approved the Advisory Organizational Document Proposals and believes such proposals are necessary to adequately address the needs of Holdco after the Business Combination. Approval of the Advisory Organizational Document Proposals is not a condition to the completion of the Business Combination.

A brief summary of each of the Advisory Organizational Document Proposals is set forth below. These summaries are qualified in their entirety by reference to the complete text of the Proposed Holdco Memorandum and Articles of Association.

Advisory Organizational Document Proposal 4A — The Proposed Holdco Memorandum and Articles of Association will not include a provision governing amendments thereto and, as a result, amendments will be governed by the Jersey Companies Law, which will require a special resolution, passed by the affirmative vote of holders of not less than sixty-seven percent (67%) of the votes cast by shareholders voting in person or by proxy, at a general meeting of Holdco.

Advisory Organizational Document Proposal 4B — The Proposed Holdco Memorandum and Articles of Association will provide that the minimum number of directors will be three and the maximum number of directors will be ten, subject to amendment by a special resolution, passed by the affirmative vote of holders of not less than sixty-seven percent (67%) of the votes cast by shareholders voting in person or by proxy, at a general meeting of Holdco.

Advisory Organizational Document Proposal 4C — The Proposed Holdco Memorandum and Articles of Association will provide that directors may be elected (either to fill a vacancy or as an addition to any existing directors) or removed from office by a special resolution, passed by the affirmative vote of holders of not less than sixty-seven percent (67%) of the votes cast by shareholders voting in person or by proxy, at a general meeting of Holdco.

Advisory Organizational Document Proposal 4D — The Proposed Holdco Memorandum and Articles of Association will not include certain provisions applicable only to blank check companies that will no longer be applicable upon consummation of the Business Combination.

The NTA Proposal

Vine Hill is proposing that its shareholders approve, by special resolution, the elimination of the net asset test limitation from the Vine Hill Memorandum and Articles of Association in order to facilitate the consummation of the Business Combination, by permitting redemptions by Vine Hill Public Shareholders even if such redemptions result in Vine Hill having net tangible assets that are less than $5,000,001.

For additional information, see the section of this proxy statement/prospectus entitled “The NTA Proposal.”

15

Table of Contents

The Adjournment Proposal

The Vine Hill Board may submit a proposal to the shareholders to approve by way of an ordinary resolution the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary or desirable: (i) to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Extraordinary General Meeting; (ii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Vine Hill has determined in good faith after consultation with outside legal counsel is required under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by its shareholders prior to the Extraordinary General Meeting; (iii) to seek reversals of redemption requests if Vine Hill Public Shareholders have elected to redeem an amount of Vine Hill Public Shares such that Vine Hill would have less than $5,000,001 in net tangible assets; or (iv) in order to engage with investors.

For additional information, see the section of this proxy statement/prospectus entitled “The Adjournment Proposal.”

Date, Time and Place of the Extraordinary General Meeting

The Extraordinary General Meeting will be held on March 27, 2026 at 10:00 a.m., Eastern Time. For the purposes of the Vine Hill Memorandum and Articles of Association, the physical place of the meeting will be at Paul Hastings LLP, 200 Park Avenue, New York, NY 10166. However, in order to facilitate access for Vine Hill’s shareholders, the Extraordinary General Meeting will be held in virtual meeting format at https://www.cstproxy.com/vinehillcapital/2026. There is no requirement to attend the Extraordinary General Meeting in person at the physical meeting location. Shareholders will be afforded the same rights and opportunities to vote, ask questions and participate as they would at an in-person Extraordinary General Meeting. In particular, shareholders may submit questions in advance of the Extraordinary General Meeting by following the instructions and rules of conduct on the Extraordinary General Meeting website. You can participate in the Extraordinary General Meeting and vote via live webcast by visiting https://www.cstproxy.com/vinehillcapital/2026. The purpose of the Extraordinary General Meeting is to consider and vote on each Shareholder Proposal.

Registering for the Extraordinary General Meeting

You can pre-register to attend the virtual Extraordinary General Meeting starting March 24, 2026 at 10:00 a.m., Eastern Time (three business days prior to the meeting date). Enter the URL address, https://www.cstproxy.com/vinehillcapital/2026, into your browser, enter your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. At the start of the Extraordinary General Meeting, you will need to log in again using your control number and will also be prompted to enter your control number if you vote during the Extraordinary General Meeting.

If you hold your Vine Hill Ordinary Shares through a bank, broker or other nominee, you will need to contact the Transfer Agent to receive a control number. If you plan to vote at the Extraordinary General Meeting you will need to have a legal proxy from your bank, broker or other nominee. If you would like to join and not vote, the Transfer Agent will issue you a guest control number with proof of ownership. In either case you must contact the Transfer Agent for specific instructions on how to receive the control number. The Transfer Agent can be contacted at (917) 262-2373 or via email at proxy@continentalstock.com. Please allow up to 72 hours prior to the meeting for processing your control number.

If you do not have access to the internet, you can listen to the meeting by dialing 1 800-450-7155 (toll-free) (or +1 857-999-9155 if you are located outside the United States and Canada (standard rates apply)) and when prompted enter 2780164#. Please note that you will not be able to vote or ask questions at the Extraordinary General Meeting if you choose to participate telephonically.

Voting Power; Record Date

Vine Hill’s shareholders will be entitled to vote or direct votes to be cast at the Extraordinary General Meeting if they owned Vine Hill Ordinary Shares at the close of business on March 2, 2026, which is the Record Date for the Extraordinary General Meeting. Shareholders will have one vote for each Vine Hill Ordinary Share owned at the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. Neither Vine Hill Public Warrants nor Vine Hill Private Warrants have voting rights. At the close of

16

Table of Contents

business on the Record Date for the Extraordinary General Meeting, there were 29,333,334 Vine Hill Ordinary Shares issued and outstanding, of which 22,000,000 were issued and outstanding Vine Hill Public Shares, the rest being held by the Sponsor.

Quorum and Vote of Vine Hill’s Shareholders

The presence, in person, virtually or by proxy, of shareholders holding one-third of the Vine Hill Ordinary Shares at the Extraordinary General Meeting constitutes a quorum at the Extraordinary General Meeting. The Sponsor owns approximately 25% of the issued and outstanding Vine Hill Ordinary Shares as of the Record Date, which will count towards this quorum. As a result, as of the Record Date, in addition to the Vine Hill Class B Shares of the Sponsor, 2,444,444 Vine Hill Ordinary Shares would be required to be presented at the Extraordinary General Meeting to achieve a quorum.

As of the Record Date for the Extraordinary General Meeting, 9,777,778 Vine Hill Ordinary Shares would be required to achieve a quorum.

Abstentions will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Extraordinary General Meeting and therefore will have no effect on the approval of the proposals voted upon at the Extraordinary General Meeting.

The Sponsor and each director and officer of Vine Hill have agreed to vote in favor of the Business Combination and to waive their redemption rights in connection with the Closing with respect to any Vine Hill Class A Shares held by them. None of the Sponsor nor the directors or officers of Vine Hill received separate consideration for their waiver of redemption rights. Further, concurrently with the execution of the Business Combination Agreement, the Sponsor entered into a Sponsor Support Agreement with Vine Hill, CoinShares and Holdco, dated as of September 8, 2025 (the “Sponsor Support Agreement”). Pursuant to the terms and conditions of the Sponsor Support Agreement, the Sponsor agreed to vote its Vine Hill Ordinary Shares in favor of each Shareholder Proposal being presented at the Extraordinary General Meeting. The Vine Hill Ordinary Shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per-share Redemption Price. As of the Record Date, the Sponsor owns approximately 25% of the issued and outstanding Vine Hill Ordinary Shares. As a result, Vine Hill would need only 7,333,334 or approximately 33.3%, of the Vine Hill Public Shares not held by affiliates, to be voted in favor of the Business Combination in order to approve the Business Combination Proposal (assuming all outstanding shares are voted).

The Shareholder Proposals presented at the Extraordinary General Meeting require the following votes:

• Business Combination Proposal — The approval of the Business Combination Proposal requires an ordinary resolution, being a resolution passed by the affirmative vote of at least a simple majority of the votes cast by the holders of the issued Vine Hill Ordinary Shares, voting together as a single class, who are present in person (including virtually) or represented by proxy and entitled to vote on the Business Combination Proposal at the Extraordinary General Meeting. The Business Combination does not require the approval of a majority of the unaffiliated securityholders of Vine Hill.

• SPAC Merger Proposal — The approval of the SPAC Merger Proposal requires a special resolution under the Cayman Islands Companies Act and the Vine Hill Memorandum and Articles of Association, being a resolution passed by the affirmative vote of at least two-thirds of the votes cast by the holders of the issued Vine Hill Ordinary Shares, voting together as a single class, who are present in person (including virtually) or represented by proxy and entitled to vote on the SPAC Merger Proposal at the Extraordinary General Meeting.

• Organizational Document Proposal — The approval of the Organizational Document Proposal requires an ordinary resolution, being a resolution passed by the affirmative vote of at least a simple majority of the votes cast by the holders of the issued Vine Hill Ordinary Shares, voting together as a single class, who are present in person (including virtually) or represented by proxy and entitled to vote on the Organizational Document Proposal at the Extraordinary General Meeting.

17

Table of Contents

• Advisory Organizational Document Proposals — The approval of the Advisory Organizational Document Proposals requires an ordinary resolution, being a resolution passed by the affirmative vote of at least a simple majority of the votes cast by the holders of the issued Vine Hill Ordinary Shares, voting together as a single class, who are present in person (including virtually) or represented by proxy and entitled to vote on the Advisory Organizational Document Proposals at the Extraordinary General Meeting.

• NTA Proposal — The approval of the NTA Proposal requires a special resolution under the Cayman Islands Companies Act and the Vine Hill Memorandum and Articles of Association, being a resolution passed by the affirmative vote of at least two-thirds of the votes cast by the holders of the issued Vine Hill Ordinary Shares, voting together as a single class, who are present in person (including virtually) or represented by proxy and entitled to vote on the NTA Proposal at the Extraordinary General Meeting.

• Adjournment Proposal — The approval of the Adjournment Proposal requires an ordinary resolution, being a resolution passed by the affirmative vote of at least a simple majority of the votes cast by the holders of the issued Vine Hill Ordinary Shares, voting together as a single class, who are present in person (including virtually) or represented by proxy and entitled to vote on the Adjournment Proposal at the Extraordinary General Meeting.

Redemption Rights

Pursuant to the Vine Hill Memorandum and Articles of Association, a Vine Hill Public Shareholder may request to redeem all or a portion of its Vine Hill Public Shares for cash if the Business Combination is consummated. As a holder of Vine Hill Public Shares, you will be entitled to receive cash for any Vine Hill Public Shares to be redeemed only if you:

(i) (A) hold Vine Hill Public Shares; or (B) hold Vine Hill Public Shares through Vine Hill Units and elect to separate your Vine Hill Units into the underlying Vine Hill Public Shares and Vine Hill Public Warrants prior to exercising your redemption rights with respect to your Vine Hill Public Shares;

(ii) submit a written request to the Transfer Agent, including the legal name, phone number and address of the beneficial owner of the Vine Hill Public Shares for which redemption is requested, that Vine Hill redeem all or a portion of your Vine Hill Public Shares for cash; and

(iii) deliver the share certificates for your Vine Hill Public Shares (if any) along with the redemption forms to the Transfer Agent, physically or electronically through DTC.

Holders must complete the procedures for electing to redeem their Vine Hill Public Shares in the manner described above prior to the Redemption Deadline in order for their Vine Hill Public Shares to be redeemed.

Each Vine Hill Unit issued and outstanding immediately prior to the Closing will automatically be cancelled and each holder will be entitled, per Vine Hill Unit, to one share of Holdco Ordinary Shares and one-third of one Holdco Warrant. Vine Hill Public Shareholders may elect to redeem all or a portion of the Vine Hill Public Shares held by them regardless of if or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the Vine Hill Public Shares will be returned to the respective holder, broker, bank or nominee. If the Business Combination is consummated and if a Vine Hill Public Shareholder properly exercises its right to redeem all or a portion of the Vine Hill Public Shares that it holds and timely delivers the certificates for its shares (if any) along with the redemption forms to the Transfer Agent, Holdco will redeem such Vine Hill Public Shares for a per-share price, payable in cash, equal to the pro rata portion of the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the Closing, including interest earned on the Trust Account and not previously released to Vine Hill (net of taxes paid or payable, if any). For illustrative purposes, as of the Record Date, this would have amounted to approximately $10.68 per issued and outstanding Vine Hill Public Share. If a Vine Hill Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Vine Hill Public Shares for cash and will no longer own Vine Hill Public Shares. See the section of the proxy statement/prospectus entitled “Extraordinary General Meeting of Vine Hill Shareholders — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your Vine Hill Public Shares for cash.

18

Table of Contents

Any request for redemption, once made by a Vine Hill Public Shareholder, may not be withdrawn unless the Vine Hill Board determines (in its sole discretion) to permit such withdrawal of a redemption request (which it may do in whole or in part).

Any corrected or changed written exercise of redemption rights must be received by the Transfer Agent prior to the Redemption Deadline and, following such deadline, with Vine Hill’s consent, prior to the Extraordinary General Meeting. No request for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically through DTC) to the Transfer Agent by 5:00 p.m., Eastern Time, on March 25, 2026 (two business days prior to the initially scheduled date of the Extraordinary General Meeting).

Notwithstanding the foregoing, a Vine Hill Public Shareholder, together with any affiliate of such Vine Hill Public Shareholder or any other person with whom such Vine Hill Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Vine Hill Public Shares with respect to more than an aggregate of 15% of the Vine Hill Public Shares sold in the Vine Hill IPO without the prior consent of Vine Hill. Accordingly, if a Vine Hill Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Vine Hill Public Shares sold in the Vine Hill IPO without the prior consent of Vine Hill, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Sponsor and each director and officer of Vine Hill have agreed to vote in favor of the Business Combination and to waive their redemption rights in connection with the Closing with respect to any Vine Hill Class A Shares held by them. None of the Sponsor nor the directors or officers of Vine Hill received separate consideration for their waiver of redemption rights. Pursuant to the terms and conditions of the Sponsor Support Agreement, the Sponsor agreed to vote its Vine Hill Ordinary Shares in favor of each Shareholder Proposal being presented at the Extraordinary General Meeting. The Vine Hill Ordinary Shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per-share Redemption Price. As of the Record Date, the Sponsor owns approximately 25% of the issued and outstanding Vine Hill Ordinary Shares.

Holders of Vine Hill Public Warrants or Vine Hill Private Warrants will not have redemption rights with respect to the Vine Hill Class A Shares underlying such warrants.

Appraisal and Dissenter’s Rights under the Cayman Islands Companies Act

In respect of the special resolution to approve the SPAC Merger Proposal, under Section 238 of the Cayman Islands Companies Act, shareholders of a Cayman Islands company ordinarily have appraisal rights (also referred to as dissenters’ rights) with respect to a statutory merger. The Cayman Islands Companies Act prescribes when shareholder appraisal rights will be available and sets the limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, Vine Hill Public Shareholders are still entitled to exercise the rights of redemption in respect to their Vine Hill Public Shares as detailed in this proxy statement/prospectus, and the redemption proceeds payable to Vine Hill Public Shareholders who exercise such redemption rights will represent the fair value of those shares. Any Vine Hill Public Shareholder who elects to exercise appraisal rights under Section 238 of the Cayman Islands Companies Act will lose their right to have their Vine Hill Public Shares redeemed in accordance with the Vine Hill Memorandum and Articles of Association. The certainty provided by the redemption process may be preferable for Vine Hill Public Shareholders wishing to exchange their Vine Hill Public Shares for cash. See the section titled “The Business Combination Proposal — Appraisal Rights Under the Cayman Islands Companies Act” for additional information.

Proxy Solicitation

This proxy solicitation is being made by mail, but also may be made by telephone or in person. Vine Hill has engaged to assist in the solicitation of proxies for the Extraordinary General Meeting. Vine Hill and its directors and officers and employees may also solicit proxies in person. Vine Hill will ask banks, brokers and other institutions, nominees and fiduciaries to forward this proxy statement/prospectus and the related proxy materials to their principals and to obtain their authority to execute proxies and voting instructions.

If a Vine Hill shareholder grants a proxy, it may still vote its shares in person (including virtually) if it revokes its proxy before the Extraordinary General Meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section of this proxy statement/prospectus entitled “Extraordinary General Meeting of Vine Hill Shareholders — Revoking Your Proxy.”

19

Table of Contents

Certain Interests of Vine Hill’s Directors and Officers and Others in the Business Combination

When you consider the recommendation of the Vine Hill Board in favor of approval of the Business Combination Proposal and the other Shareholder Proposals, you should keep in mind that the Sponsor and certain of Vine Hill’s directors and executive officers have interests in such Shareholder Proposals that are different from or in addition to, those of Vine Hill’s shareholders and holders of Vine Hill Public Warrants, generally.

In particular:

• The Sponsor (including certain of Vine Hill’s officers and directors who are members of the Sponsor) has invested in Vine Hill an aggregate of $5,525,000, including the $25,000 purchase price for 7,333,334 Vine Hill Class B Shares and the $5,500,000 purchase price for 5,500,000 Vine Hill Private Warrants. Some of Vine Hill’s officers and directors have an indirect economic interest in such shares. After giving effect to the Sponsor Forfeited Shares and the Vine Hill Private Warrant Cancellation, assuming a trading price of $10.63 per Vine Hill Class A Share (based upon the closing price of the Vine Hill Class A Shares on Nasdaq on February 26, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus), the 4,400,001 Vine Hill Class B Shares, if unrestricted and freely tradable, would have an implied aggregate market value of approximately $46.8 million. However, given such Holdco Ordinary Shares will be subject to lockup restrictions, we believe such shares have less value. Even if the trading price of the Vine Hill Public Shares were as low as $1.26 per share, the aggregate market value of the Vine Hill Class B Shares alone would be approximately equal to the initial investment in Vine Hill by the Sponsor. As a result, if the Business Combination is completed, the Sponsor is likely to be able to make a substantial profit on its investment in Vine Hill at a time when the Vine Hill Class A Shares have lost significant value. On the other hand, if the Business Combination is not approved and Vine Hill is unable to complete another business combination within the Combination Period, the Sponsor may lose its entire investment in Vine Hill.

• The Sponsor may lose its entire investment in Vine Hill if the Business Combination Proposal is not approved and Vine Hill does not complete another business combination by May 19, 2026, or such earlier date as the Vine Hill Board may approve or such later date as the shareholders may approve in accordance with the Vine Hill Memorandum and Articles of Association. If Vine Hill is unable to complete an initial business combination within the Combination Period, Vine Hill will, as promptly as reasonably possible but not more than ten business days thereafter, redeem the Vine Hill Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Vine Hill (net of taxes payable, if any and up to $100,000 of interest to pay liquidation expenses), divided by the number of the then-outstanding Vine Hill Public Shares, which redemption will completely extinguish Vine Hill Public Shareholders’ rights as shareholders in Vine Hill (including the right to receive further liquidation distributions, if any), subject to our obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. In such event, the 7,333,334 Vine Hill Class B Shares and the 5,500,000 Vine Hill Private Warrants owned by the Sponsor, may be worthless.

• The Sponsor and Vine Hill’s directors and officers have agreed not to redeem any of the Vine Hill Ordinary Shares held by them in connection with a shareholder vote to approve the Business Combination.

• The Sponsor and Vine Hill’s directors and officers have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Vine Hill Ordinary Shares (other than Vine Hill Public Shares) held by them if Vine Hill fails to consummate an initial business combination within the Combination Period.

• The Sponsor and certain of Vine Hill’s directors and officers may lose their entire investment in Vine Hill and may not be reimbursed for loans extended, fees due or out-of-pocket expenses if the Business Combination is not consummated within the Combination Period. As of the date of this proxy statement/prospectus, there are no fees due or outstanding out-of-pocket expenses for which the Sponsor and certain of Vine Hill’s directors and officers are awaiting reimbursement, and there is an outstanding working capital loan from the Sponsor in the aggregate principal amount of $540,000, which will be forgiven and cancelled for no consideration prior to the effective time of the SPAC Merger.

20

Table of Contents

• If the Trust Account is liquidated, including in the event Vine Hill is unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify Vine Hill to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Vine Hill Public Share or such lesser per Vine Hill Public Share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which Vine Hill has entered into an acquisition agreement or claims of any third party for services rendered or products sold to Vine Hill, but only if such a vendor or target business has not executed a waiver of all rights to seek access to the Trust Account.

• Following the consummation of the Business Combination, pursuant to the A&R Registration Rights Agreement, the Sponsor will have customary registration rights, including demand registration and piggy-back rights, subject to cooperation and cut-back provisions, with respect to the Holdco Ordinary Shares and Holdco Warrants held by it.

The Sponsor and certain of Vine Hill’s directors and officers will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms that may be viewed as sub-optimal by Vine Hill Public Shareholders. The Sponsor and its affiliates have at risk capital that depends upon the completion of a business combination, consisting of 4,400,001 Vine Hill Class A Shares (after giving effect to the Sponsor Forfeited Shares), with an implied aggregate market value of approximately $46.8 million (based upon the closing price of $10.63 per Vine Hill Class A Share on Nasdaq on February 26, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus).

The Sponsor and its affiliates are active investors, which Vine Hill and the Sponsor believe improved the volume and quality of opportunities that were available to Vine Hill. However, it also creates potential conflicts and the need to allocate investment opportunities across multiple investment vehicles. In order to provide the Sponsor with the flexibility to evaluate opportunities across these platforms, the Vine Hill Memorandum and Articles of Association provides that Vine Hill renounces its interest in any business combination opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in their capacity as a director or officer of Vine Hill and is an opportunity that Vine Hill is able to complete on a reasonable basis. This waiver allows the Sponsor and its affiliates to allocate opportunities based on a combination of the objectives, including the fundraising needs of the target and the investment objectives of the investment vehicle. Vine Hill is not aware of any such conflict or opportunity being presented to any founder, director or officer of Vine Hill nor does it believe that the waiver of the corporate opportunities doctrine otherwise had a material impact on its search for an acquisition target. The existence of financial and personal interests of one or more of Vine Hill’s directors may result in a conflict of interest on the part of such director(s) between what they may believe is in the best interests of Vine Hill and its shareholders and what they may believe is best for themselves in determining to recommend that shareholders vote for the Shareholder Proposals.

For additional information see the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Certain Interests of Vine Hill’s Directors and Officers and Others in the Business Combination.”

Sponsor and Affiliates Compensation

The compensation received and to be received by the Sponsor and its affiliates upon the consummation of the Business Combination is 4,400,001 Holdco Ordinary Shares, with an implied aggregate market value of approximately $46.8 million (based upon the closing price of $10.63 per Vine Hill Class A Share on Nasdaq on February 26, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus), to be issued upon exchange of 4,400,001 Vine Hill Class A Shares (after giving effect to the conversion of 4,400,001 Vine Hill Class B Shares and the Sponsor Forfeited Shares), as described in the section entitled “The Business Combination Proposal — Related Agreements — Sponsor Support Agreement.” In addition, the Sponsor will be eligible for reimbursement of transaction expenses advanced and/or paid by the Sponsor on behalf of Vine Hill.

21

Table of Contents

Following the Closing, Holdco will be required to reimburse or pay, or cause to be reimbursed or paid, all expenses of the parties, provided that expenses of Vine Hill (subject to certain exceptions) shall only be reimbursed up to an amount of $4,000,000. The following table sets forth the payments to be received by our sponsor and its affiliates from us prior to or in connection with the completion of our initial business combination and the securities issued and to be issued by us to our sponsor or its affiliates:

Entity/Individual		Amount of Compensation to be Received or Securities Issued or to be Issued		Consideration Paid or to be Paid
Nicholas Petruska		Commencing on the date on which Vine Hill’s securities were first listed on Nasdaq, $33,000 per month, of which $16,500 per month is payable on a current basis and the balance will be payable upon consummation of Vine Hill’s initial business combination		Services as Chief Executive Officer
Daniel Zlotnitsky		Commencing on the date on which Vine Hill’s securities were first listed on Nasdaq, $33,000 per month, of which $16,500 per month is payable on a current basis and the balance will be payable upon consummation of Vine Hill’s initial business combination.		Services as Chief Financial Officer
Dean Seavers		Commencing on the date on which Vine Hill’s securities were first listed on Nasdaq, $33,000 per month in director fees, all of which will be payable upon consummation of Vine Hill’s initial business combination.		Services as a Director
Vine Hill Capital		Commencing on the date on which Vine Hill’s securities were first listed on Nasdaq, $10,000 per month.		Office space, administrative and shared personnel support services
Sponsor		4,400,001 Holdco Ordinary Shares to be issued upon exchange of 4,400,001 Vine Hill Class A Shares (after giving effect to the conversion of 4,400,001 Vine Hill Class B Shares and the Sponsor Forfeited Shares).(1)		$25,000
		Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination		Services in connection with identifying, investigating and completing an initial business combination

____________

(1) The Sponsor is expected to receive 4,400,001 Holdco Ordinary Shares, with an implied aggregate market value of approximately $46.8 million (based upon the closing price of $10.63 per Vine Hill Class A Share on Nasdaq on February 26, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus). In addition, the Sponsor will forfeit 5,500,000 Vine Hill Private Warrants for no consideration.

Regulatory Matters

Neither Vine Hill nor CoinShares is aware of any material regulatory approvals or actions that are required for completion of the Business Combination, other than the regulatory notices and approvals discussed in “The Business Combination Proposal — Business Combination Agreement — Closing Conditions.” It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Recommendation to Shareholders of Vine Hill

The Vine Hill Board believes that the Business Combination Proposal and the other Shareholder Proposals to be presented at the Extraordinary General Meeting are in the best interests of Vine Hill and its shareholders. Accordingly, the Vine Hill Board unanimously recommends that Vine Hill’s shareholders vote “FOR” the approval of the Business

22

Table of Contents

Combination Proposal, “FOR” the approval of the SPAC Merger Proposal, “FOR” the approval of the Organizational Document Proposal, “FOR” the approval, on an advisory basis, of each of the separate Advisory Organizational Document Proposals, “FOR” the approval of the NTA Proposal and “FOR” the approval of the Adjournment Proposal, if presented to the Extraordinary General Meeting.

The existence of financial and personal interests of one or more of Vine Hill’s directors may result in a conflict of interest on the part of such director(s) between what such person may believe is in the best interests of Vine Hill and its shareholders and what such person may believe is best for such person in determining to recommend that shareholders vote for the proposals. The Sponsor and Vine Hill’s directors and officers have interests in the Business Combination that may be different from or in addition to, your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Certain Interests of Vine Hill’s Directors and Officers and Others in the Business Combination.”

Sources and Uses of Funds for the Business Combination

The following tables summarize the sources and uses for funding the Business Combination. The first table assumes that none of the Vine Hill Public Shareholders exercise their redemption rights. The second table assumes that Vine Hill Public Shareholders exercise their redemption rights with respect to 22,000,000 Vine Hill Class A Shares, representing the maximum amount of Vine Hill Public Shares that can be redeemed. Where actual amounts are not known or knowable, the figures below represent Holdco’s good faith estimates based on the assumptions set forth in the notes to the tables. If the actual facts are different from these assumptions, actual amounts will be different from those below.

Estimated Sources and Uses (No Redemption Scenario)

Sources					Uses
		($ in millions)					($ in millions)
Vine Hill’s Cash in Trust		$	231		CoinShares Equity Rollover		$	1,200
Sponsor			—		Cash to Balance Sheet(1)			223
CoinShares Equity Rollover			1,200		Cash to holders of CoinShares Options			15
PIPE Investment(3)			50		Estimated Transaction Expenses(2)			43
Total Sources		$	1,481		Total Uses		$	1,481

____________

(1) The actual amount of cash will vary depending on, among other things, actual fees and expenses incurred in connection with the Business Combination.

(2) Represents estimated transaction fees and expenses, the actual amount of which will vary depending on actual fees and expenses incurred in connection with the Business Combination.

(3) Assumes the PIPE Investor satisfies its full commitment by purchasing 5,000,000 PIPE Investment Shares, as opposed to owning and not redeeming Vine Hill Class A Shares.

Estimated Sources and Uses (Maximum Redemption Scenario)

Sources					Uses
		($ in millions)					($ in millions)
Vine Hill’s Cash in Trust		$	—		CoinShares Equity Rollover		$	1,200
Sponsor			—		Cash from Balance Sheet(1)			(8	)
CoinShares Equity Rollover			1,200		Cash to holders of CoinShares Options			15
PIPE Investment			50		Estimated Transaction Expenses(2)			43
Total Sources		$	1,250		Total Uses		$	1,250

____________

(1) The actual amount of cash will vary depending on, among other things, actual fees and expenses incurred in connection with the Business Combination.

(2) Represents estimated transaction fees and expenses, the actual amount of which will vary depending on actual fees and expenses incurred in connection with the Business Combination.

23

Table of Contents

Material U.S. Federal Income Tax Considerations

For a discussion summarizing the U.S. federal income tax considerations of an exercise of redemption rights in connection with the Business Combination, please see “Material U.S. Federal Income Tax Considerations.”

Total Shares to be Issued in the Business Combination

As of the date hereof, the Vine Hill Public Shareholders own 22,000,000 Vine Hill Class A Shares and the Sponsor owns 7,333,334 Vine Hill Class B Shares, representing approximately 75% and 25%, respectively, of the issued and outstanding Vine Hill Ordinary Shares prior to the consummation of the Business Combination.

The following table summarizes the pro forma ownership of Holdco immediately following the Business Combination under: (1) the No Redemption Scenario; (2) the 25% Redemption Scenario; (3) 50% Redemption Scenario; (4) the 75% Redemption Scenario; and (5) the Maximum Redemption Scenario, in each case excluding the dilutive effect of the Vine Hill Public Warrants. The following table does not give effect to the limitation under the Vine Hill Memorandum and Articles of Association that will prohibit redemptions in an amount that would cause Vine Hill’s net tangible assets, after payment of the deferred underwriting commissions, to be less than $5,000,001.

		No Redemption Scenario(1)					25% Redemption Scenario(2)					50% Redemption Scenario(3)					75% Redemption Scenario(4)					Maximum Redemption Scenario(5)
		Holdco Ordinary Shares		Ownership %*			Holdco Ordinary Shares		Ownership %*			Holdco Ordinary Shares		Ownership %*			Holdco Ordinary Shares		Ownership %*			Holdco Ordinary Shares		Ownership %*
Vine Hill Public Shareholders		22,000,000		14.3	%		16,500,000		11.2	%		11,000,000		7.7	%		5,500,000		4.0	%		—		—	%
Sponsor(6)		4,400,001		2.9	%		4,400,001		3.0	%		4,400,001		3.1	%		4,400,001		3.2	%		4,400,001		3.4	%
CoinShares Shareholders(7)		120,000,000		78.4	%		120,000,000		81.3	%		120,000,000		84.5	%		120,000,000		87.9	%		120,000,000		91.5	%
PIPE Investor(8)		6,666,667		4.4	%		6,666,667		4.5	%		6,666,667		4.7	%		6,666,667		4.9	%		6,666,667		5.1	%
Total Holdco Ordinary Shares outstanding at Closing		153,066,668		100.0	%		147,566,668		100.0	%		142,066,668		100.0	%		136,566,668		100.0	%		131,066,668		100.0	%

____________

* Amounts may not sum due to rounding. Share ownership presented under each redemption scenario is presented for illustrative purposes. Vine Hill and CoinShares cannot predict how many Vine Hill Public Shares will be redeemed. As a result, the redemption amount and the number of Vine Hill Public Shares redeemed in connection with the Business Combination may differ from the amounts presented above. The ownership percentages of current Vine Hill shareholders may also differ from the presentation above if the actual redemptions are different from these assumptions. See “Risk Factors — Risks Related to the Business Combination and Vine Hill — The ability of Vine Hill Public Shareholders to exercise redemption rights with respect to a large number of Vine Hill Public Shares, the terms of the proposed Business Combination or other factors may not allow Vine Hill to complete the Business Combination or optimize its capital structure.” Assumes a Redemption Price of $10.52, which was the approximate Redemption Price as of September 30, 2025.

(1) Assumes that no Vine Hill Public Shareholders exercise redemption rights with respect to their Vine Hill Public Shares for a pro rata share of the funds in the Trust Account.

(2) Assumes that Vine Hill Public Shareholders holding approximately 25% of the Vine Hill Public Shares exercise redemption rights with respect to their Vine Hill Public Shares. This scenario assumes that 5,500,000 Vine Hill Public Shares are redeemed for an aggregate payment of approximately $57.9 million (based on the estimated per share redemption price of approximately $10.52 per share) from the Trust Account based on funds in the Trust Account as of September 30, 2025.

(3) Assumes that Vine Hill Public Shareholders holding approximately 50% of the Vine Hill Public Shares exercise redemption rights with respect to their Vine Hill Public Shares. This scenario assumes that 11,000,000 Vine Hill Public Shares are redeemed for an aggregate payment of approximately $115.7 million (based on the estimated per share redemption price of approximately $10.52 per share) from the Trust Account based on funds in the Trust Account as of September 30, 2025.

(4) Assumes that Vine Hill Public Shareholders holding approximately 75% of the Vine Hill Public Shares exercise redemption rights with respect to their Vine Hill Public Shares. This scenario assumes that 16,500,000 Vine Hill Public Shares are redeemed for an aggregate payment of approximately $173.6 million (based on the estimated per share redemption price of approximately $10.52 per share) from the Trust Account based on funds in the Trust Account as of September 30, 2025.

(5) Assumes that Vine Hill Public Shareholders holding all of the Vine Hill Public Shares exercise redemption rights with respect to their Vine Hill Public Shares. This scenario assumes that 22,000,000 Vine Hill Public Shares are redeemed for an aggregate payment of approximately $231.5 million (based on the estimated per share redemption price of approximately $10.52 per share) from the Trust Account based on funds in the Trust Account as of September 30, 2025.

(6) Reflects forfeiture of 2,933,333 Vine Hill Class B Shares.

24

Table of Contents

(7) Excludes 723,038 Holdco Ordinary Shares underlying CoinShares Options assumed by Holdco in connection with the Business Combination. Reflects the maximum number of Holdco Ordinary Shares that may be issued to CoinShares Shareholders in connection with the Scheme of Arrangement. The actual number of Holdco Ordinary Shares to be issued to CoinShares Shareholders will be based on the Equity Exchange Ratio, which will be determined at the time of the Closing based on the number of issued and outstanding CoinShares Shares immediately prior to the effective time of the Scheme of Arrangement, including the net share settlement of any issued and outstanding CoinShares Options, whether vested or unvested, and excluding any treasury shares and the PIPE Shares.

(8) Assumes completion of the $50.0 million PIPE Investment that is satisfied by cash payments from the PIPE Investor and reflects issuance of 6,666,667 Holdco Ordinary Shares in exchange for 5,000,000 PIPE Investment Shares and 1,666,667 Commitment Fee Shares.

Summary of Risk Factors

You should consider all the information contained in this proxy statement/prospectus in deciding how to vote for the proposals presented in this proxy statement/prospectus. These risks are discussed more fully in the section entitled “Risk Factors” following this summary. If any of these risks actually occur, CoinShares, Vine Hill’s or Holdco’s business, financial condition or results of operations would likely be materially adversely affected. These risks include, but are not limited to, the following:

Risks Related to CoinShares’ Business and Industry

• Our operating results have and will significantly fluctuate due to a variety of factors, including the highly volatile nature of digital assets.

• Our revenues and net income would likely be adversely affected by any reduction in AUM as a result of either a decline in market value of such assets or net outflows, each of which would reduce the investment management fees we earn.

• Digital assets represent a new and rapidly evolving asset class, industry and the market price of the CoinShares Shares has in the past been and the market price of the Holdco Ordinary Shares following the consummation of the Business Combination may be impacted by the general acceptance of Bitcoin and other digital assets.

• If we are deemed an “investment company” subject to regulation under the Investment Company Act of 1940, the law’s restrictions could make it impractical for us to continue our business as contemplated, which would have a material adverse effect on our business.

• Due to a lack of familiarity and some negative publicity associated with digital asset trading platforms, protocols and ecosystems, existing and potential investors, counterparties and regulators may lose confidence in digital asset trading platforms, protocols, ecosystems or exchanges.

• Our and our third-party service providers’ failure to safeguard and manage our and our investors’ funds and/or digital assets could adversely impact our business, operating results and financial condition.

• We may be unable to develop new products and services and the development of new products and services may expose us to additional costs or operational risk.

• Because our long-term success depends, in part, on the ability to expand sales to investors inside the United States and other global markets, thereby increasing our AUM, our business is susceptible to risks associated with operations that are international to us.

• Changes in the governance of a digital asset network may not receive sufficient support from users and miners or validators, which may negatively affect that digital asset network’s ability to grow and respond to challenges.

• We operate in a highly competitive industry and we compete against unregulated or less regulated companies and companies with greater financial and other resources and our business, operating results and financial condition may be adversely affected if we are unable to respond to our competitors effectively.

25

Table of Contents

• Poor investment performance of our products could reduce the level of our AUM or affect sales of our products and negatively impact our revenues and net income.

• Our investment products, investors and, to the extent of our investment in such investment products, we could incur losses if the allowance for credit losses, including loan and lending-related commitment reserves, of portfolio-level investments is inadequate or if our expectations of future economic conditions deteriorate.

• There are regulatory risks related to the digital asset industry and ongoing and future regulatory actions may materially alter our ability to operate.

Risks Related to Legal, Compliance and Regulations

• We operate in an industry that is highly regulated in most countries and any enforcement action or proceeding against us or significant changes in the laws or regulations governing our business or industry could damage our reputation or decrease our AUM, revenues, net income and liquidity.

• The asset management business is highly regulated and regulators may apply or interpret these regulations with respect to digital assets in novel and unexpected ways.

• The determination as to whether a particular digital asset constitutes a “security” in the United States is uncertain and the regulation of digital assets is uncertain in the light of differences between the SEC’s and CFTC’s approaches to digital asset classification as well as potential legislation.

• We currently trade our digital asset holdings primarily on non-U.S. digital asset exchanges, which may subject us to regulatory uncertainty in foreign jurisdictions.

• We may be classified as a passive foreign investment company now or in the future, which could result in adverse U.S. federal income tax consequences to U.S. investors.

Risks Related to CoinShares’ Operations

• Our investment management professionals and other key employees are a vital part of our ability to attract and retain investors and the loss of key individuals or a significant portion of those professionals could result in a reduction of our AUM, revenues and net income.

• Our business is vulnerable to deficiencies and failures in support systems, including data management and customer service functions that could lead to breaches and errors or reputational harm, resulting in loss of investors or claims against us or our subsidiaries.

• Disruptions in the markets, to market participants and to the operations of third parties whose functions are integral to our ETF, ETP and other related investment platforms may adversely affect the prices at which ETFs, ETPs and other related investment platforms trade, particularly during periods of market volatility.

• Failure to comply with client contractual requirements and/or investment guidelines could result in costs of correction, damage awards and/or regulatory fines and penalties against us and loss of revenues due to client terminations.

• We primarily trade our digital asset holdings in secondary market transactions on non-U.S. digital asset exchanges that blindly match buyers and sellers, which have been determined to be non-securities transactions by a U.S. federal court.

• Our information regarding prior performance may not prove to be reflective of future results.

• CoinShares has identified material weaknesses in its internal control over financial reporting. If CoinShares and Holdco are unable to remediate these material weaknesses or identify additional material weaknesses, it could lead to errors in the Holdco’s financial reporting, which could adversely affect the Holdco’s business and the market price of Holdco’s securities.

26

Table of Contents

Risks Related to Holdco’s Securities Following the Consummation of the Business Combination

• The requirements of being a public company in the United States, if the Proposed Business Combination is completed, may strain the Combined Company’s resources and divert management’s attention and the increases in legal, accounting and compliance expenses that will result from being a public company in the United States may be greater than we anticipate.

• If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of Holdco’s securities may decline.

• Even if Vine Hill consummates the Business Combination, there is no guarantee that the Vine Hill Public Warrants will ever be in the money and they may expire worthless.

• Holdco may lose its foreign private issuer status which would then require it to comply with the Exchange Act’s domestic reporting regime and cause it to incur significant legal, accounting and other expenses.

• Holdco may qualify as an “emerging growth company” and Holdco cannot be certain if the reduced reporting and disclosure requirements applicable to “emerging growth companies” will make Holdco’s securities less attractive to investors.

• Holdco will be subject to reporting requirements. If Holdco fails to comply or lacks the appropriate internal controls, it could be subject to sanctions or investigations by the SEC or other regulatory authorities.

Risks Related to the Business Combination and Vine Hill

• There is no assurance that Vine Hill’s due diligence will reveal all material risks that may be present with regard to CoinShares. Subsequent to the completion of the Business Combination, Holdco may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition and its share price, which could cause you to lose some or all of your investment.

• There are risks to Vine Hill’s shareholders who are not affiliates of the Sponsor of becoming shareholders of Holdco through the Business Combination rather than acquiring interests in CoinShares directly in an underwritten public offering, including no independent due diligence review by an underwriter.

• The unaudited pro forma financial information included in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” may not be representative of Holdco’s results if the Business Combination is consummated and, accordingly, you will have limited financial information on which to evaluate the financial performance of Holdco and your investment decision.

• Neither the Vine Hill Board nor any committee thereof obtained a fairness opinion (or any similar report or appraisal) in determining whether or not to pursue the Business Combination. Consequently, you have no assurance from an independent source that the consideration Vine Hill is paying for CoinShares is fair to Vine Hill — and, by extension, its securityholders — from a financial point of view.

• The Sponsor paid nominal consideration for the Founder Shares it holds. As a result, the Sponsor may make a substantial profit if the Business Combination is consummated, even if the shares held by the Sponsor lose substantial value and even if the Business Combination arguably may not be in the best interests of the Vine Hill Public Shareholders.

• Vine Hill’s directors and officers may have interests in the Business Combination that differ from the interests of Vine Hill’s other shareholders.

• The value of the Holdco Ordinary Shares which are issued at the Closing in consideration of the Founder Shares would likely be substantially higher than the nominal price paid for the Founder Shares, even if the trading price of the Holdco Ordinary Shares at such time is substantially less than $10.00 per share.

• If the conditions to the Business Combination Agreement are not met, the Business Combination may not occur.

27

Table of Contents

• The Sponsor and/or Vine Hill’s directors, officers, advisors and their affiliates may elect to purchase Vine Hill Class A Shares or Vine Hill Public Warrants from the Vine Hill Public Shareholders, which may influence a vote on a proposed initial business combination and reduce the public “float” of the Vine Hill Class A Shares.

• Holdco may redeem your unexpired Holdco Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your Holdco Warrants worthless.

• The Business Combination may be subject to U.S. foreign investment regulations, which may impose conditions on or prevent the consummation of the Business Combination. Such conditions or limitations could also potentially make the Vine Hill Class A Shares less attractive to investors or cause Vine Hill’s future investments to be subject to U.S. foreign investment regulations.

Risks Related to the Redemption

• There is no guarantee that a Vine Hill Public Shareholder’s decision whether to redeem its Vine Hill Public Shares for a pro rata portion of the Trust Account will put such shareholder in a better future economic position.

• If Vine Hill Public Shareholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their Vine Hill Public Shares for a pro rata portion of the funds held in the Trust Account.

• Vine Hill’s shareholders will experience dilution due to the issuance of Holdco Ordinary Shares and securities exercisable for or convertible into Holdco Ordinary Shares, to CoinShares shareholders as consideration in the Business Combination.

• There may be significant redemptions by Vine Hill Public Shareholders in connection with the Business Combination, which may leave the Combined Company under-capitalized.

• Vine Hill and CoinShares will incur significant transaction costs in connection with the Business Combination, which could be higher than currently anticipated.

The consummation of the Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, any definitive agreement relating to the Business Combination may be terminated in accordance with its terms and the Business Combination may not be completed.

Comparative Historical and Unaudited Pro Forma Combined Per Share Information

The following table sets forth selected historical comparative share information for CoinShares and Vine Hill and unaudited pro forma condensed combined per share information of the Combined Company after giving effect to the Business Combination and related transactions, assuming the following redemption scenarios:

• No Redemption Scenario — This scenario assumes that no Vine Hill Public Shares are redeemed.

• Maximum Redemption Scenario — This scenario assumes that the NTA Proposal is approved and, therefore, does not give effect to the limitation under the Vine Hill Memorandum and Articles of Association that prohibits redemptions in an amount that would cause Vine Hill’s net tangible assets to be less than $5,000,001. Therefore, this scenario assumes that 22,000,000 Vine Hill Public Shares are redeemed and none of the amounts held in the Trust Account as of immediately prior to the Closing are available to Holdco.

The pro forma shareholders’ equity information reflects the Business Combination and related transactions as if they had occurred on June 30, 2025. The weighted average shares outstanding and net loss per share information for the six months ended June 30, 2025 and for the year ended December 31, 2024 give pro forma effect to the Business Combination and related transactions as if they had occurred on January 1, 2024, the beginning of the period presented.

This information is only a summary and should be read together with the historical financial statements of CoinShares and related notes and the historical financial statements of Vine Hill and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited pro forma combined per share information of CoinShares and Vine Hill are derived from and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus.

28

Table of Contents

The unaudited pro forma combined loss per share information below does not purport to represent the loss per share that would have occurred had the companies been combined during the periods presented, nor loss per share for any future date or period. The unaudited pro forma combined shareholders’ equity (deficit) per share information below does not purport to represent what the value of CoinShares and Vine Hill would have been had the companies been combined during the periods presented.

										Pro Forma Combined								CoinShares equivalent pro forma per share(3)
		Vine Hill (US GAAP Historical)(2)				CoinShares (IFRS Historical)				No Redemption Scenario Unaudited				Maximum Redemption Scenario Unaudited				No Redemption Scenario Unaudited				Maximum Redemption Scenario Unaudited
As of and for the six months ended June 30, 2025
Shareholders’ equity (deficit) per share(1)		$	(1.14	)		$	6.08			$	4.02			$	2.92			$	7.27			$	5.30
Profit per share after tax subject to possible redemption – basic		$	0.13			$	—			$	3.05			$	3.56			$	7.12			$	7.12
Profit per share after tax subject to possible redemption – diluted		$	0.13			$	—			$	3.04			$	3.54			$	6.90			$	6.90
Weighted average shares outstanding subject to possible redemption – basic			22,000,000				—				153,066,668				131,066,668				65,538,318				65,538,318
Weighted average shares outstanding subject to possible redemption – diluted			22,000,000				—				153,789,706				131,789,706				67,692,487				67,692,487
Profit per share after tax not subject to possible redemption – basic		$	0.13			$	—
Profit after tax per share not subject to possible redemption – diluted		$	0.13				—
Weighted average shares outstanding not subject to possible redemption – basic			7,333,334				—
Weighted average shares outstanding not subject to possible redemption – diluted			7,333,334				—
Profit after tax per share per CoinShares Shares – basic		$	—			$	7.51
Profit after tax per share per CoinShares Shares – diluted		$	—			$	7.27
Weighted average CoinShares Shares – basic			—				65,538,318
Weighted average CoinShares Shares – diluted			—				67,692,487
As of and for the year ended December 31, 2024
Shareholders’ equity (deficit) per share(1)		$	(0.99	)		$	5.61				N/A				N/A				N/A				N/A
Profit/(loss) per share after tax subject to possible redemption – basic and diluted		$	0.12			$	—			$	(15.59	)		$	(18.17	)		$	(35.86	)		$	(35.86	)
Weighted average shares outstanding subject to possible redemption – basic and diluted			11,270,000				—				153,066,668				131,066,668				66,543,318				66,543,318
Profit per share after tax not subject to possible redemption – basic		$	0.12			$	—
Profit after tax per share not subject to possible redemption – diluted		$	0.12				—
Weighted average shares outstanding not subject to possible redemption – basic			6,902,000				—
Weighted average shares outstanding not subject to possible redemption – diluted			7,471,000				—
Loss after tax per share per CoinShares Shares – basic and diluted		$	—			$	(34.34	)
Weighted average CoinShares Shares – basic and diluted			—				66,543,318

____________

(1) Shareholders’ equity (deficit) per share = (Total equity)/common shares outstanding

(2) The equivalent pro forma basic and diluted per share data for CoinShares. Equivalent per share pro forma is calculated based on expected exchange ratio of approximately 1.8116.

29

Table of Contents

Anticipated Accounting Treatment for the Business Combination

CoinShares will be treated as the “acquirer” and Vine Hill will be treated as the “acquiree” for financial reporting purposes given that CoinShares’ operations will comprise the operations of Holdco, CoinShares’ existing shareholders will be the largest shareholder group of Holdco, and CoinShares’ executive management will be the executive management of Holdco. Further, CoinShares’ existing shareholders will have the majority voting equity interests of the post-combination company, one of CoinShares’ existing shareholders will have the largest single minority voting interest in the post-combination company, CoinShares’ existing senior management team will comprise the senior management of the post-combination company, the post-combination company will assume CoinShares’ name, and from an employee base and business operation standpoint CoinShares is the larger entity in terms of relative size. Additionally, influence on the board of directors is split between CoinShares and Vine Hill because, while Vine Hill nominates three of the five directors, they are subject to the acceptance of CoinShares CEO and Chairman. Under this method of accounting, the net assets of CoinShares will be stated at historical cost, with no goodwill or other intangible assets recorded. Since Vine Hill is the deemed acquiree, the transaction is not within the scope of IFRS 3, Business Combinations (“IFRS 3”) as Vine Hill does not meet the definition of a business in accordance with IFRS 3. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of CoinShares issuing shares for the net assets of Vine Hill, accompanied by a recapitalization. Given the substance of the transaction, the transaction will be accounted for as a share-based payment transaction within the scope of IFRS 2, Share-based Payment (“IFRS 2”) as it relates to the stock exchange listing service received and under other relevant standards for cash acquired, assumption of warrants or other assets acquired and liabilities assumed.

In accordance with IFRS 2, the differences in the fair value of the consideration (i.e., the ordinary shares issued by Holdco) for the acquisition of Vine Hill over the fair value of the identifiable net assets of Vine Hill will represent compensation for the service of a stock exchange listing for its shares and is expensed as incurred. Operations prior to the Closing will be deemed to be those of CoinShares. The consideration for the acquisition of Vine Hill was determined using the closing prices of Vine Hill Class A Shares. The Vine Hill Public Warrants are assumed to be part of the Business Combination and are assumed as a part of the identifiable net assets of Vine Hill. The replacement of warrants is then separately accounted for under International Accounting Standard 32, Financial Instruments: Presentation (“IAS 32”). As it is expected the fair value of Vine Hill Public Warrants will have similar fair value to those of Holdco Warrants as of the Closing, no material impact into profit or loss is expected.

Foreign Private Issuer

As a “foreign private issuer,” Holdco will be subject to different U.S. securities laws compared to domestic U.S. issuers. As long as Holdco continues to qualify as a foreign private issuer under the Exchange Act, Holdco will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:

• the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;

• the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and

• the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events. In addition, Holdco will not be required to file annual reports and financial statements with the SEC as promptly as U.S. domestic companies whose securities are registered under the Exchange Act, and is not required to comply with Regulation FD, which restricts the selective disclosure of material information.

Further, Holdco will be exempt from certain corporate governance requirements of Nasdaq by virtue of being a “foreign private issuer” (as defined under Nasdaq listing rules).

Holdco intends to rely on these accommodations in the Nasdaq corporate governance standards allow foreign private issuers, such as Holdco, to follow “home country” corporate governance practices in lieu of the otherwise applicable corporate governance standards. As a result, its shareholders will not have the same protections afforded to shareholders of companies that are subject to all of Nasdaq’s corporate governance requirements.

30

Table of Contents

Directors and Officers of Holdco following the Business Combination

Holdco’s directors and executive officers upon consummation of the Business Combination and their ages, as of the date of this proxy statement/prospectus, are expected to be as follows:

Name		Age		Position
Jean-Marie Mognetti		41		Chief Executive Officer, President and Director Nominee
Richard Nash		41		Interim Chief Financial Officer
Daniel Masters		62		Director Nominee
Caroline D. Pham		44		Director Nominee
Paul Grinberg		64		Director Nominee
Christopher D. Myers		63		Director Nominee

Quotation of Holdco Securities

It is anticipated that Holdco Ordinary Shares will be traded on Nasdaq under the symbol “CS” and Holdco Warrants will be traded on Nasdaq under a symbol to be determined prior to consummation of the Business Combination, following the closing of the Business Combination.

31

Table of Contents

RISK FACTORS

CoinShares’ business and its ability to execute its strategy, the proposed Business Combination and any investment in the securities of Holdco after the Business Combination are subject to risks and uncertainties, many of which are beyond Holdco’s or CoinShares’ control and will be beyond the control of the Combined Company. You should carefully consider and evaluate all of the risks and uncertainties with respect to any investment in the securities of the Combined Company, including, but not limited to, the following and those discussed under “Risk Factors.” References below to CoinShares shall be deemed to also refer to Holdco and the post-Business Combination company, as the context requires or as appropriate.

You should carefully consider all of the following risk factors, together with all of the other information in this proxy statement/prospectus, including the financial information, before deciding how to vote or instruct your vote to be cast to approve the Shareholder Proposals described in this proxy statement/prospectus. Unless the context otherwise requires, all references in this section to the “Company,” “we,” “us” or “our” refer to CoinShares International Limited and its subsidiaries prior to the consummation of the Business Combination, which will be the business of Holdco following the consummation of the Business Combination. CoinShares is a leading European asset manager specializing in digital assets, offering institutional-grade exposure to cryptocurrencies through a diversified suite of asset management and capital markets products. All references in this section to “digital assets” refer to any digital representation of value that is recorded on a cryptographically secured distributed ledger (e.g. cryptocurrencies, payment stablecoins, utility tokens).

The value of your investment following the completion of the Business Combination will be subject to significant risks affecting, among other things, CoinShares’ business, financial condition and results of operations. If any of the events described below occur, CoinShares’ post-Business Combination business and financial results could be adversely affected in material respects. This could result in a decline, which may be significant, in the trading price of CoinShares’ securities and you therefore may lose all or part of your investment. The risk factors described below are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to the businesses of CoinShares and Vine Hill.

Risks Related to Our Business and Industry

Our operating results have and will significantly fluctuate due to a variety of factors, including the highly volatile nature of digital assets.

Our leading sources of revenue are dependent on digital assets and the broader crypto economy. Our operating results have and will significantly fluctuate due to a variety of factors, including the highly volatile nature of digital assets. Significant positive or negative changes in digital assets’ prices (whether individually or in the aggregate) will not necessarily result in similar benefit or impairment to our operating results and financial condition. Our operating results will continue to fluctuate significantly as a result of a variety of factors, many of which are unpredictable and in certain instances are outside of our control, including:

• our dependence on offerings that are dependent on digital asset trading activity or valuations, including trading volumes, liquidity and the prevailing trading prices for digital assets, whose trading prices, liquidity and volumes can be highly volatile;

• our ability to attract, maintain and grow our investor and product base;

• changes in the legislative or regulatory environment or actions by governments or regulators, including fines orders or consent decrees;

• legislative or regulatory changes that impact our ability to offer certain products or services;

• the impact of environmental, social and governance concerns surrounding digital assets;

• pricing for our products and services;

• investments we make in the development of products and services as well as technology offered to our ecosystem partners, international expansion and sales and marketing;

32

Table of Contents

• our ability to utilize, utilization of and dependence on centralized digital asset trading platforms and OTC markets that are approved primarily based on our due diligence review;

• macroeconomic conditions, including increased interest rates, geopolitical tensions and decreased trading in global markets or decreased demand for financial services products generally;

• disputes with our service providers or regulators, adverse legal proceedings or regulatory enforcement actions, judgments, settlements or other legal proceeding and enforcement-related costs;

• the development and introduction of existing and new products and services by us or our competitors;

• increases in operating expenses that we expect to incur to grow and expand our operations and to remain competitive;

• the timing and amount of non-cash expenses, such as stock-based compensation and asset impairment;

• system failure or outages, including with respect to third-party digital asset networks, decentralized finance protocols, breaches of security or privacy or any inaccessibility of the third-party digital asset networks or decentralized finance protocols due to our or third-party actions;

• changes in the overall tax rate for our business, changes in tax laws or judicial or regulatory interpretations of tax laws and any adverse U.S. federal income tax consequences should we be classified as a PFIC;

• changes in accounting standards, policies, guidance and interpretations or principles;

• changes in requirements imposed on us by regulators or by our counterparties, including net capital requirements imposed by the SEC, the U.S. Financial Industry Regulatory Authority (“FINRA”), the Jersey Commission, the French Financial Markets Authority (Autorité des Marchés Financiers) (“AMF”), the European Securities and Markets Authority (“ESMA”) and other regulatory authorities in the jurisdictions in which we operate on our broker-dealers;

• our ability to attract and retain talent;

• our ability to compete with our competitors; and

• general economic conditions in either domestic or international markets, including the impact of pandemics.

As a result of these factors, it is difficult for us to forecast growth trends accurately and our business and future prospects are difficult to evaluate, particularly in the short term. In light of the rapidly evolving nature of our business and the crypto economy, period-to-period comparisons of our operating results may not be meaningful and you should not rely upon them as an indication of future performance. Expenses reflected in our financial statements may be significantly different from historical or projected rates. Our operating results in one or more future quarters may fall below the expectations of securities analysts and investors. As a result, the market price of our securities following the Business Combination may increase or decrease significantly.

Our revenues and net income would likely be adversely affected by any reduction in AUM as a result of either a decline in market value of such assets or net outflows, each of which would reduce the investment management fees we earn.

We derive more than 50% of our revenues from investment management contracts with authorized participants. Under these contracts, the investment management fees paid to us are generally based on the market value of AUM may decline for various reasons. For any period in which revenues decline, our net income and operating profit would likely decline by a greater proportion because a majority of our expenses remain fixed. Factors that could decrease AUM, revenues and net income include the following:

Declines in the market value of AUM in investor portfolios. We cannot predict whether volatility in the markets will result in substantial or sustained declines in the markets generally or result in price declines in market segments in which our AUM are concentrated. Any of the foregoing could negatively impact the market value of our AUM, revenues and net income.

33

Table of Contents

Redemptions and other withdrawals from or shifting among, client portfolios. These changes could be caused by investors reducing their investments in CoinShares’ products generally or in the market segments in which we focus; investors taking profits from their investments; and portfolio risk characteristics, which could cause investors to move assets to other investment managers. Furthermore, the fees we earn vary with the types of assets being managed, with higher fees earned on actively managed equity and balanced accounts, alternative asset products and lower fees earned on fixed income, stable value accounts and passively managed products. Our revenues and net income may decline further if investors shift their investments to lower fee accounts, thereby reducing our AUM.

Digital assets represent a new and rapidly evolving industry and the market price of the CoinShares Shares has in the past been and the market price of the Holdco Ordinary Shares following the consummation of the Business Combination may be impacted by the acceptance of Bitcoin and other digital assets.

Digital assets built on blockchain technologies were only introduced in 2008 and remain in the early stages of development. The Bitcoin network was first launched in 2009 and Bitcoins were the first cryptographic digital assets created to gain global adoption and critical mass. Cryptographic and algorithmic protocols governing the issuance of digital assets represent a new and rapidly evolving industry that is subject to a variety of factors, including changes in the regulatory landscape and underpinning technologies and protocols that are difficult to evaluate. Because our results of operations and the market price of Holdco’s Ordinary Shares following the consummation of the Business Combination may be closely correlated with the acceptance and perception of Bitcoin and/or other digital assets, the realization of one or more of the following risks could materially adversely affect the market price of Holdco’s Ordinary Shares following the consummation of the Business Combination:

• Bitcoins and other digital assets have only recently become selectively accepted as a means of payment by some retail and commercial outlets and use of digital assets by consumers to pay such retail and commercial outlets remains limited. Banks and other established financial institutions may refuse to process funds for digital asset transactions; process wire transfers to or from digital asset trading platforms, digital asset-related companies or service providers; or maintain accounts for persons or entities transacting in digital assets. As a result, the prices of digital assets are largely determined by speculators and technology validators (e.g., miners), thus contributing to price volatility that makes retailers less likely to accept it as a form of payment in the future;

• banks may choose to not provide banking services or may choose to cut off banking services, to businesses that participate to digital asset markets, that provide digital asset-related services or that accept digital assets as payment, which could reduce liquidity in the market and damage the public perception of digital assets generally or any one digital asset in particular, such as Bitcoin and their or its utility as a payment system, which could decrease the price of digital assets generally or individually;

• certain privacy-preserving features have been or are expected to be introduced to some digital asset networks and digital asset trading platforms or businesses that facilitate transactions in digital assets, including Bitcoin may be at an increased risk of having banking services cut off if there is a concern that these features interfere with the performance of anti-money laundering duties and economic sanctions checks;

• users, developers and miners may otherwise switch to or adopt certain digital assets at the expense of their engagement with other digital asset networks, which may negatively impact those networks, including the Bitcoin network; and

• in August 2017, the Bitcoin network underwent a hard fork that resulted in the creation of a new digital asset network called Bitcoin Cash. This hard fork was contentious and as a result some users of the Bitcoin Cash network may harbor ill will toward the Bitcoin network. Any future hard fork could be similarly contentious and some users may attempt to negatively impact the use or adoption of the Bitcoin network or other digital asset networks, as may those involved in contentious hard forks of other digital assets.

Digital assets are a new asset class and represent a technological innovation and they are subject to a high degree of uncertainty, as the legal status of digital assets varies between different countries and is very much in transition. The adoption of digital assets will require growth in usage and in the blockchain technology generally for various applications. Adoption of digital assets will also require greater regulatory clarity. A lack of sufficient expansion in use of digital assets and blockchain technologies would adversely affect our financial performance. In addition, there is no

34

Table of Contents

assurance that digital assets generally will maintain their value over the long term. The value of digital assets is subject to risks related to our use. If growth in the use of digital assets generally occurs in the near or medium term, there is no assurance that such use will continue to grow over the long term. A contraction in use of digital assets may result in increased volatility or a reduction in digital asset prices, which would materially and adversely affect our investment and trading strategies, the value of our assets and the value of any investment in us.

The prices and valuations of digital assets are extraordinarily volatile.

Values and valuations of digital assets are and have historically been highly volatile. The value of digital assets is based in part on market adoption and future expectations, which may or may not be realized. Fluctuations in the price of various cryptocurrencies may cause uncertainty in the market and could negatively impact trading volumes of digital assets, which would adversely affect the success of our business, financial condition and results of operations. A decline in the value of the digital assets that we hold would negatively impact our financial position. A significant portion of demand for digital assets is generated by speculators and investors seeking to profit from the short- or long-term holding of these assets. Speculation regarding future appreciation in the value of a digital asset may inflate and make more volatile the price of that digital asset.

Several factors may affect the price of digital assets, particularly cryptocurrencies, including, but not limited to:

• global digital asset sentiment and supply and demand, which can be influenced by numerous factors, including the growth or decline of retail merchants’ and commercial businesses’ acceptance of digital assets as payment for goods and services, the security of online digital asset trading platforms and digital wallets that hold digital assets, the perception that the use and holding of digital assets is safe and secure and regulatory restrictions on their use;

• the development and launch timeline of new digital asset networks and forthcoming upgrades designed to improve network scalability;

• changes in the software, software requirements or hardware requirements underlying a blockchain network, such as a fork. Forks in the future are likely to occur and there is no assurance that such a fork would not result in a sustained decline in the market price of digital assets;

• changes in the rights, obligations, incentives or rewards for the various participants in a blockchain network, for example digital assets that rely on miners or validators, sophisticated miner groups may become unduly influential over time if system or bandwidth requirements become too high and where a single personality or entity exerts an outsize influence, an adverse event impacting that individual or entity, such as an insolvency proceeding, could result in a reduction in the price of a digital assets;

• concentration of ownership in certain digital assets by an individual or small group of holders or those within one or a small number of jurisdictions and/or large sales or distributions by such holders upon the unlocking of tokens could have an adverse effect on the market price of such digital assets;

• the maintenance and development of the software protocol of digital assets;

• digital asset trading platforms’ deposit and withdrawal policies and practices, liquidity on such trading platforms and interruptions in service from or failures of such trading platforms;

• legal and regulatory measures and expected regulatory measures, if any, that affect the use and value of digital assets;

• judicial pronouncements related to digital assets, including the treatment of digital assets in certain types of insolvencies;

• the taxation and tax-related reporting, of transactions involving digital assets by the United States and other jurisdictions in which we operate;

• competition for and among various cryptocurrencies that exist and market preferences and expectations with respect to adoption of individual currencies;

• actual or perceived manipulation of the markets for digital assets;

35

Table of Contents

• actual or perceived threats that digital assets and related activities, such as mining, have adverse effects on the environment or are tied to illegal activities or, on the other hand, the correlation of the price of certain digital assets to the price of Bitcoin in particular;

• social media posts and other public communications by high-profile individuals relating to specific cryptocurrencies or listing or other business decisions by digital asset companies relating to specific digital assets;

• investors’ expectations with respect to the rate of inflation, in the economy, monetary policies of governments, trade restrictions and currency devaluations and revaluations;

• investors’ overall confidence in the digital asset protocols and their ecosystems and the safety and reliability of digital asset service providers, notably its trading platforms and market infrastructures; and

• activities of stablecoin issuers, the ability of stablecoin issuers to substitute underlying assets to back the stablecoins or the decline in value of those underlying assets and future actions relating to the regulatory or accounting treatment of stablecoins.

Additionally, some purportedly decentralized digital assets may be more centralized than widely believed or may become more centralized over time, increasing the risk that an adverse event impacting an individual personality or entity could result in a reduction in the price of digital assets. While digital assets networks are typically decentralized and do not need to rely on any single government or institution to create, transmit and determine value, in reality a single personality or entity may have the ability to exert centralized authority over a network.

There are also volatility risks related to stablecoins, which are designed to have a relatively stable price relative to an underlying physical asset, most commonly a fiat currency, such as U.S. dollars or an exchange-traded commodity. The stability of a stablecoin results from the underlying assets backing the stablecoin that are held by the stablecoin’s issuer in reserve accounts, among other factors such as the ability of a holder to redeem the stablecoin from its issuer at par. The issuers of certain stablecoins currently retain broad discretion to determine the composition and amounts of assets held in the issuers’ accounts backing those stablecoins and to substitute assets other than the fiat currency that is initially deposited. The composition of backing assets varies considerably across popular stablecoins, with some stablecoins backed entirely by off-chain assets including cash or short-term, highly liquid assets and others backed by assets significantly less liquid than cash or cash equivalents. For example, Circle, which issues USDC, reports that it holds cash and short-term cash equivalents to back its USDC stablecoins. Meanwhile, Tether, which issues USDT, publishes a report on a quarterly basis which includes a breakdown of the consolidated total assets comprising its reserves backing USDT as of a given reporting date and according to such reports, its reserves have included commercial paper and certificates of deposit, cash and bank deposits, reverse repo notes, money market funds, treasury bills, secured loans, corporate bonds, funds and precious metals and other investments (including digital tokens). We regularly transact in and hold stablecoins; as of June 30, 2025, USDC, USDSM and USDT were the only stablecoins that we held in material amounts. While stablecoins are meant to maintain a stable value, stablecoins are not risk-free and are not immune to fluctuations in price. A range of factors may cause stablecoins to depeg from the pegged value, including supply and demand, market volatility, market confidence and adoption, liquidity risk and technology risk. Further, a lack of applicable law and regulation has afforded discretion to certain stablecoin issuers to determine the composition and amounts of assets backing those stablecoins. There is a risk that an issuer may be unable to liquidate enough backing assets if it were to face mass redemptions of its stablecoin, which could cause the price of the stablecoin to deviate from the price of the underlying fiat currency or other asset with which the stablecoin is designed to align in price. In extreme cases, such as a request to immediately redeem all or substantially all of a particular stablecoin in circulation, even stablecoins backed by reserves comprised primarily of cash and cash equivalents may be subject to instability or an inability of the stablecoin issuer to meet all redemption requests, as the market for short-dated U.S. government obligations might not be sufficiently price stable. Market participants have increasingly shown concern about the actual underlying liquidity and reserves for dollar stablecoins such as USDT and USDC. For example, according to reports, Circle had more than $3 billion of its USDC reserve funds on deposit at SVB which became temporarily inaccessible when SVB was placed into FDIC receivership in March 2023. Although these funds were ultimately made available, concerns related to Circle’s access to these funds caused USDC to temporarily fall below its $1.00 peg and the total market capitalization of USDC decreased following this temporary de-pegging. If a stablecoin issuer were to fail to honor its redemption obligations, this could undermine public confidence in stablecoins and in digital assets more broadly, which could have a widespread impact on the crypto economy, causing the prices of other stablecoins and digital assets to become more volatile.

36

Table of Contents

Some have argued that some stablecoins, particularly tether, are (or at least were previously) improperly issued without sufficient backing and have also argued that those associated with certain stablecoins may be involved in laundering money. Volatility in stablecoins operational issues with stablecoins (for example, technical issues that prevent settlement), concerns about the sufficiency of any reserves that support stablecoins or regulatory concerns about stablecoin issuers or intermediaries, such as digital assets’ spot markets, that support stablecoins, could have a significant impact on the global crypto market and may adversely affect our business.

Because stablecoins purport to be backed by underlying reserve assets, a fundamental issue in the event of the bankruptcy or insolvency of the issuer of a given stablecoin is which party possesses beneficial ownership of the underlying reserve assets: the holder of the stablecoin or the issuer. If a particular stablecoin were structured in a manner that entitles its holder only to a contractual right to payment from the issuer (even if such payments are to be derived from the underlying assets), then the assets underlying the stablecoins may be considered to be the property of the issuer’s bankruptcy estate, such that all of the issuer’s creditors would be entitled to their pro rata share of such assets, with the stablecoin holder being treated as an unsecured creditor of the issuer. In such an event, if the issuer were to have insufficient funds or assets to satisfy the claims of its creditors, then the holder of a stablecoin would likely receive only a partial recovery and not the full purported value of its stablecoin holdings. Conversely, if a particular stablecoin were structured in a manner that entitles its holder to absolute beneficial ownership of the underlying reserve assets, whereby the issuer holds bare legal or beneficial title to the underlying assets but has no beneficial interest or property rights in such assets, then the holders would likely have a stronger claim on the underlying assets in the event of a bankruptcy or insolvency of the issuer. However, due to the novelty of stablecoins, courts have not yet tested this or considered the treatment of underlying reserve assets in the context of a bankruptcy or insolvency of a stablecoin issuer and there can be no certainty as to a court’s determination in such circumstances. Some digital assets may be more difficult to value than other investments as they may be perceived to lack intrinsic value, do not confer any underlying claim on income or profits, do not constitute a liability that requires repayment and/or may not have a liquid or transparent trading market. For example, some digital asset trading platforms have created their own digital assets and used them in opaque and potentially fraudulent manners to facilitate transactions and trading relationships. Certain digital assets are thinly traded or have limited to no liquidity, making it difficult to ascertain the true value of such assets. We may not be able to sell a digital asset promptly or at a reasonable time or price. Although there may be an institutional market for certain digital assets, it is not possible to predict exactly how the market for such assets will develop or whether it will continue to exist. A digital asset that was liquid at the time of purchase may subsequently become illiquid and its value may decline as a result.

There is no assurance that digital assets (notably cryptocurrencies) will maintain their long-term value in terms of purchasing power in the future, or that acceptance of digital assets for payments by mainstream retail merchants and commercial businesses will continue to grow. Only a limited number of digital assets, including Bitcoin, have become sometimes accepted as a means of payment for some goods and services, and use of digital assets by consumers to pay at retail and commercial outlets remains very limited. In part, this is because digital assets face significant scaling obstacles that can lead to high fees or slow transaction settlement times and attempts to increase the volume of transactions may not be effective. A lack of expansion by digital assets into retail and commercial markets, or a contraction of such limited use as has developed to date, may result in increased volatility or a reduction in the value of that digital asset or digital assets generally, which has in the past, and could materially and adversely affect our investment and trading strategies, the value of our assets and the value of any investment in us.

Risks may differ between various digital assets and their underlying protocols.

We may offer products that reference a wide variety of digital assets, and some of those individual digital assets may have risks that are not comparable to risks of other digital assets. Digital asset’s characteristics such as the reputation of the founders, the robustness of the underlying protocol, the individual investment thesis (often referred to as “tokenomics”), the number of developers involved in the protocol development, the use cases, the cyber security, the level of decentralization and the adoption rate of the protocol are all important to the liquidity and price of a specific digital asset and, by extension, of the product tracking such digital asset. Although digital assets’ prices may be correlated, many of their risks are not, and as a result, risks to a single digital asset may not impact other similar assets. Any of the above factors for a single digital asset could have a material adverse impact on the price of the relevant digital asset and thus on the price of the relevant product.

37

Table of Contents

The regulatory landscape for digital assets continues to evolve and how CoinShares will be affected is uncertain.

Given the growth in popularity and size of the digital asset industry, the European Union adopted in May 2023 a comprehensive regulation on digital assets issuance and service providers, known as the “MiCA Regulation” (Regulation 2023/1114 of the European Parliament and of the Council of 31 May 2023 on markets in crypto-assets). More recently, the U.S. Congress and U.S. federal agencies have focused on establishing a clear framework for the regulation of digital assets, notably on the issuance of payment stablecoins. In the past, the SEC has brought several enforcement actions against digital asset market participants, including U.S.-based digital asset exchanges and digital asset issuers, for alleged violations of U.S. securities laws. However, the current administration has taken steps to position the U.S. as a global leader in the digital asset industry, resulting in the creation of an interagency working group that aims to propose a regulatory framework for digital assets in the United States.

The U.S. Congress has taken measures to introduce legislation aimed at providing clear laws relating to digital assets. The Guaranteeing Essential National Infrastructure in U.S. Stablecoins Act (the “Genius Act”) was signed by the U.S. President in July 2025 and establishes the first U.S. federal regulatory framework for stablecoins. Whether additional new federal legislation on digital assets will be introduced remains uncertain, and it is not clear to what extent we will be materially and adversely affected by any new regulations. Separately, the SEC has established a “Crypto Task Force” to focus on providing clear guidance with respect to the application of U.S. federal securities laws in the context of digital assets generally, as well as for digital asset developers and intermediaries. Additionally, the SEC has recently withdrawn or paused several enforcement actions and investigations against digital asset exchanges, issuers, and related companies.

The evolving regulatory landscape creates uncertainty for CoinShares, as new regulations or changes to existing regulations could materially and adversely affect our business operations, financial condition and results of operations. CoinShares will continue to monitor regulatory developments and adapt its operations as necessary to comply with any new legal requirements.

If we are deemed an “investment company” subject to regulation under the Investment Company Act of 1940, the law’s restrictions could make it impractical for us to continue our business as contemplated, which would have a material adverse effect on our business.

We trade and hold a substantial amount of digital assets. As detailed below, if certain of the digital assets that we hold other than Bitcoin and ether are determined to be securities by the SEC or a U.S. court, we could be forced to materially alter our business in order to comply with the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Under the Investment Company Act, an issuer will generally be deemed to be an “investment company” if, absent an applicable exemption:

• it is or holds itself out as being engaged primarily or proposes to engage primarily, in the business of investing, reinvesting or trading in securities; or

• it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.

We regard ourselves as a non-securities digital asset services company engaged in the business of providing access to non-securities financial products and not in the business of investing, reinvesting or trading in securities. As of June 30, 2025, the value of our total unconsolidated assets, exclusive of cash items, which consisted of securities as defined in Section 2(a)(36) of the Investment Company Act was less than 40% of our total unconsolidated assets, exclusive of cash items, consist of securities. Further, given our current business lines and the nature of our digital asset holdings, we do not hold ourselves out as being engaged primarily in the business of investing, reinvesting or trading in securities. Therefore, we do not currently intend to register as an investment company under the Investment Company Act.

However, if in the future: (1) some material percentage of our digital asset holdings other than Bitcoin or Ether were conclusively deemed to be securities by the SEC or a U.S. court; or (2) if it was determined that we hold ourselves out as being or propose to be, primarily engaged in the business of investing, reinvesting or trading in securities, we could be required to register as an investment company pursuant to Section 3(a)(1)(A) of the Investment Company

38

Table of Contents

Act. If we or any of our subsidiaries, become obligated to register as an investment company under the Investment Company Act, we would have to comply with a variety of substantive requirements under the Investment Company Act that impose, among other things:

• limitations on capital structure;

• restrictions on specified investments;

• prohibitions on transactions with affiliates; and

• compliance with reporting, record keeping, voting, proxy disclosure and other rules and regulations that would significantly increase our operating expenses.

If we or any subsidiary, were deemed to be an investment company under the Investment Company Act, the applicable entity would either have to register as an investment company under the Investment Company Act, obtain exemptive relief from the SEC or make business and organizational changes to fall outside the definition of an investment company.

Registering as an investment company pursuant to the Investment Company Act could, among other things, materially adversely affect our financial condition, business and results of operations, materially limit our ability to borrow funds or engage in other transactions involving leverage and require us to add directors who are independent of us and otherwise will subject us to additional regulation that will be costly and time-consuming. Modifying our equity interests and debt positions or organizational structure or our contract rights could require us to alter our business and investment strategy in a manner that requires us to purchase or dispose of assets or securities, prevents us from pursuing certain opportunities or otherwise restricts our business, which may have a material adverse effect on our business results of operations, financial condition or prospects.

Due to a lack of familiarity and some negative publicity associated with digital asset trading platforms, protocols and ecosystems, existing and potential investors, counterparties and regulators may lose confidence in digital asset trading platforms, protocols, ecosystems or exchanges.

Since the inception of the crypto economy, numerous digital asset trading platforms have been sued, investigated or shut down due to fraud, manipulative practices, business failure and security breaches. In many of these instances, customers of these platforms were not compensated or made whole for their losses. Larger platforms are more appealing targets for hackers and malware and may also be more likely to be targets of regulatory enforcement actions. For example, in 2022 and 2023, each of Celsius Networks, Voyager Digital, Three Arrows Capital, FTX and Genesis declared bankruptcy. In particular, in November 2022, FTX — which was at the time one of the world’s largest and most popular digital asset trading platforms — became insolvent and it was revealed that the platform had been misusing customer assets, resulting in a loss of confidence in participants of the crypto economy and negative publicity surrounding crypto more broadly.

Further, in June 2023, the SEC initiated lawsuits against Coinbase and Binance alleging, among other things, that such firms were operating as unregistered securities exchanges in the United States and identifying a number of digital assets that the SEC alleges to be unregistered securities. In addition, in November 2023, the SEC filed a complaint against Kraken and brought similar charges, including an allegation that Kraken operated as an unregistered securities exchange, brokerage and clearing agency. In February 2025, a 60-day stay was granted in the SEC’s lawsuit against Binance in response to a joint request by both the SEC and Binance, which acknowledged that the SEC’s newly formed Crypto Task Force’s focus on developing a federal securities laws framework for digital assets may resolve the case. In February 2025, Coinbase and the SEC entered into a court-approved joint stipulation to dismiss the SEC’s lawsuit with prejudice. In March 2025, Kraken and the SEC jointly dismissed the SEC’s lawsuit with prejudice. Several other digital assets market participants have also announced that the SEC informed them that the SEC was terminating its investigation or enforcement action into their firm. In November 2023, Binance pleaded guilty to the Justice Department’s investigations into violations relating to the Bank Secrecy Act (“BSA”), failure to register as a money transmitting business and the International Emergency Economic Powers Act and the founder of Binance pleaded guilty to failing to maintain an effective anti-money laundering (“AML”) program in violation of the BSA. As part of the settlement, Binance separately reached resolutions with the Commodities Futures Trading Commission (“CFTC”), FinCEN and OFAC; however, its case against the SEC’s allegations remains ongoing and Coinbase and Kraken have also denied the SEC’s allegations. The Justice Department in April 2025 issued a memorandum indicating

39

Table of Contents

that it will prioritize cases related to digital assets’ use in crimes of fraud, terrorism, drugs and human trafficking organized crime, hacking and gang financing, while other sorts of cases related to digital assets will be deprioritized. As a result, the outcome of these lawsuits and other lawsuits (to the extent not yet dismissed), their effect on the broader crypto economy and the reputational impact on industry participants, remain uncertain and notwithstanding the foregoing, there can be no guarantee that the SEC will not bring similar claims involving these or other digital assets in the future.

In addition, there have been reports that a significant amount of trading volume on digital asset trading platforms is fabricated and false in nature. Such reports may indicate that the market for digital asset trading platform activities is significantly smaller than otherwise understood.

Negative perception, a lack of stability and standardized regulation in the crypto economy and the closure or temporary shutdown of digital asset trading platforms due to fraud, business failure, hackers or malware or government mandated regulation and associated losses suffered by customers may reduce confidence in the crypto economy and result in greater volatility of the prices of assets, including significant depreciation in value. Any of these events could have an adverse impact on our reputation, financial condition and our business.

Our and our third-party service providers’ failure to safeguard and manage our and our investors’ funds and/or digital assets could adversely impact our business, operating results and financial condition.

We may from time to time deposit, transfer and hold in custody with third-party custodians customer funds and digital assets. These include regulated digital asset custodians (used by us for custody), exchanges (used by us for trading activities) and fixed income counterparties (on which we generate yield). Our policies, procedures, operational controls and controls over financial reporting are designed to protect us from material risks surrounding commingling of assets, conflicts of interest and the safeguarding of digital assets and customer funds deposited, transferred or held in custody with third-party custodians across jurisdictions. In addition, our security technology is designed to prevent, detect and mitigate inappropriate access to our systems, by internal or external threats.

Our Know Your Customer (“KYC”) and AML onboarding processes are designed to verify the identity of our customers, manage associated risks and prevent offers and sales of some digital assets and other products and services to certain persons. We have tailored our AML and KYC protocols to each of our business lines. For example, in our asset management business, our funds typically outsource AML and KYC to an industry-standard fund administrator, which requires all investors to undergo a due diligence process similar to that of broker-dealers and when dealing with our lending counter-parties, we rely on our in-house compliance team, with in-house personnel collecting documentation required for onboarding, which performs AML due diligence using those materials.

While we have implemented certain processes with respect to our KYC and AML measures, due to the nature of the digital assets industry and technology, including the pseudonymous nature of blockchain transactions, we may inadvertently or without our knowledge engage in transactions with persons named on OFAC’s Specially Designated Nationals list or other blocked or sanctioned persons in connection with our interactions with a blockchain. Further, fraudulent and illegal transactions and prohibited status could be difficult or impossible for us and our partners, suppliers and vendors to detect in some circumstances. Certain blockchain nodes we may interact with, or that our users may rely upon, do not implement OFAC sanctions screening. Transactions broadcast through such nodes could be processed without regard to U.S. sanctions restrictions, which may create heightened legal, compliance, and reputational risks for us. Regulators may view this exposure unfavorably, which could result in investigations, fines, or restrictions on our activities.

Therefore, there can be no assurance that our AML and KYC protocols will be sufficient to prevent or detect all inappropriate practices, fraud or violations of such laws, regulations and requirements by CoinShares’ affiliates, employees, directors, officers, partners, agents and service providers, in connection with our operations. In the event that our AML and KYC protocols are insufficient to prevent or detect such instances, we could become subject to legal proceedings, inquiries, examinations, investigations and other regulatory or civil actions, which may subject us to, among other things, fines, penalties and monetary settlements.

As our business continues to grow, we intend to continue to strengthen our associated internal controls and ensure that our third-party custodians and other service providers do the same. Our success and the success of our product offerings require significant confidence in our and our third-party service providers’ ability to properly custody and manage digital asset balances and handle large and growing transaction volumes and amounts of

40

Table of Contents

customer funds. In addition, we are dependent on our third-party service providers’ operations, liquidity and financial condition for the proper custody, maintenance, use and safekeeping of these customer assets. Any material failure by us or such third-party service providers to maintain the necessary controls, policies, safeguarding procedures, perceived or otherwise or to manage the digital assets we or they hold for or on behalf of our customers or for our own investment and operating purposes could also adversely impact our business, operating results and financial condition. Further, any material failure by us or our third-party service providers to maintain the necessary controls or to manage customer digital assets and funds appropriately and in compliance with applicable regulatory requirements could result in reputational harm, significant financial losses, lead customers to discontinue or reduce their use of our and our third-party service providers’ products and services and result in significant penalties and fines and additional restrictions, which could adversely impact our business, operating results and financial condition.

Furthermore, it is possible that hackers, employees or service providers acting contrary to our or our third-party custodians’ policies or others could circumvent these safeguards to improperly access our systems or documents or the systems or documents of our third-party service providers or agents and improperly access, obtain and misuse customer digital assets and funds. The methods used to obtain unauthorized access, disable or degrade service or sabotage systems are also constantly changing and evolving and may be difficult to anticipate or detect for long periods of time. Our and our third-party custodians’ insurance coverage for such impropriety is limited and may not cover the extent of loss nor the nature of such loss, in which case we may be liable for the full amount of losses suffered, which could be greater than all of our assets. Our and our third-party custodians’ ability to maintain insurance is also subject to the insurance carriers’ ongoing underwriting criteria. Any loss of customer funds or digital assets could result in a subsequent lapse in insurance coverage, which could cause a substantial business disruption, adverse reputational impact, inability to compete with our competitors and regulatory investigations, inquiries or actions. Additionally, transactions undertaken through electronic channels may create risks of fraud, hacking, unauthorized access or acquisition and other deceptive practices. Any security incident resulting in a compromise of customer assets could result in substantial costs to us and require us to notify impacted customers and in some cases regulators, of a possible or actual incident, expose us to regulatory enforcement actions, including substantial fines, limit our ability to provide services, subject us to litigation, significant financial losses and adversely impact our brand, reputation, business, results of operations, financial condition and prospects.

Our business relies on third-party service providers and subjects us to risks that we may not be able to control or remediate.

Our operations could be interrupted if our third-party service providers experience operational or other systems difficulties, terminate their services or fail to comply with regulations. We outsource some of our operational activities and accordingly depend on relationships with many third-party service providers. Specifically, we rely on third parties for certain services, including, but not limited to, legal, accounting, custodian and other financial operations, trade related activity, IT infrastructure and systems, trade reconciliation and margin and collateral movement. Our business depends on the successful and uninterrupted functioning of our information technology and telecommunications systems and third-party service providers. For example, communications between users, applications, and blockchain networks depend on internet infrastructure that may be vulnerable to interception. A malicious third party could attempt to compromise or alter transaction data, delay execution, or redirect traffic by conducting a man-in-the-middle attack. The failure of these systems, a cybersecurity breach involving any of our third-party service providers or the termination or change in terms of a third-party software license or service agreement on which any of these systems is based could interrupt our operations. Because our information technology and telecommunications systems interface with and depend on third-party systems, we could experience service denials if demand for such services exceeds capacity or such third-party systems fail or experience interruptions. In addition, such activity could result in unauthorized transactions, user losses, and reputational damage to our platform. Replacing vendors or addressing other issues with our third-party service providers could entail significant delay, expense and disruption of service. As a result, if these third-party service providers experience difficulties, are subject to cybersecurity breaches or terminate their services and we are unable to replace them with other service providers, particularly on a timely basis, our operations could be interrupted. If an interruption were to continue for a significant period, our business, financial condition and results of operations could be adversely affected. Should we be required to replace third-party service providers, it may be at a higher cost to us, which could adversely affect our business, financial condition and results of operations.

41

Table of Contents

Risks associated with our trading activities may result in exposing us to digital asset price fluctuations.

We undertake a range of trading activities related to digital assets. Should our trading activities be compromised by either technological or human error, this could lead to the loss of revenues and/or digital assets which would, in turn, have a detrimental impact upon our financial performance. While controls are in place to minimize directional risk in our trading activities, significant market movements can disrupt the wider ecosystem to the extent where losses may be suffered. This includes among others stable coins de-pegging, or counterparties to which we have exposure defaulting on their obligations. Should errors in the monitoring of the trading activities occur through either technological or human error, directional risk may inadvertently arise, resulting in us becoming exposed to the price fluctuations of the digital asset holdings and positions.

Furthermore, it is possible that counterparties and exchanges, during periods of high volatility in the digital asset markets, may experience outages, liquidity shortfalls or other challenges. This might lead to the loss of revenues and/or digital assets which would, in turn, have a detrimental impact upon our financial performance. Due to the current counterparty risk associated with digital asset exchanges, we are exposed to a risk of undertaking trading activities on these venues, which ultimately can lead to losses of assets which may not be recoverable.

Additionally, the trading activities are undertaken in part to hedge liabilities arising from the issuance of the XBT Provider’s ETPs. The exchanges and counterparties with which we interact may suffer from outages or any number of related issues that could prevent execution of trades required to maintain the hedge position. This could in turn lead to a potential adverse impact on our financial position.

Should errors in the monitoring of the trading activities occur through either technological or human error, directional or counterparty risk may inadvertently arise, which may result in us becoming exposed to digital asset price fluctuations.

Risks associated with our decentralized finance (“DeFi”) activities could result in having an adverse impact on the financial results of our group.

We gradually explore commercial activities with DeFi, engaging in activities that are designed to generate yield and staking gains (see “— We may suffer losses due to staking, restaking, delegating, and other related services” and “— The staking rewards generated by the ETPs under the Physical Note Program may be subject to fluctuation, impacting the commercial viability of these products”) through participation in a range of DeFi protocols, which exposes us to operational risks. DeFi related activities carry risks which are similar to those of digital assets in a broader sense, as the technology on which they are built is oftentimes subject to attacks from bad actors or may be built upon unreliable code which can ultimately lead to the misappropriation or decline in value of assets deployed into such protocols. We are also dependent, in part, upon then information-technology infrastructure of third-party exchanges, custodians, blockchain validators, and DeFi protocols. These counterparties may experience cyber-attacks, internal control failures, fraud, insolvency, or regulatory enforcement that could freeze, delay, or permanently impair access to our holdings or the yield we expect to generate from on-chain activities. As a result of increasing activity in this area, a risk control framework has been developed and is subject to ongoing revision in relation to both external factors, such as blockchain developments, as well as internal factors such as our attitude to risk.

Despite ongoing work in relation to our control environment, our gradual involvement within the DeFi space entails risks which could result in events which would have an adverse impact on our financial results.

We may be unable to develop new products and services and the development of new products and services may expose us to additional costs or operational risk.

Our financial performance depends, in part, on our ability to develop, market and manage new investment products and services. The development and introduction of new products and services require continued innovative efforts on our part and may require significant time and resources as well as ongoing support and investment. Substantial risk and uncertainties are associated with the introduction of new products and services, including the implementation of new and appropriate operational controls and procedures, shifting client and market preferences, the introduction of competing products or services and compliance with regulatory requirements. New products often must be in the market-place for three or more years in order to generate the track records required to attract significant AUM inflows. Increasingly, clients and intermediaries are looking to investment managers to be able to deliver investment outcomes tailored to particular circumstances and needs and to augment traditional investment management products

42

Table of Contents

and services with additional value-added services. A failure to continue to innovate and introduce successful new products and services or to manage effectively the risks associated with such products and services may impact our market share relevance and may cause our AUM, revenues and net income to decline.

Because our long-term success depends, in part, on the ability to expand sales to investors inside the United States and other global markets, thereby increasing our AUM, our business is susceptible to risks associated with operations that are international to us.

We currently have subsidiaries, issuers and operations in jurisdictions such as Jersey, Sweden, the U.K., Switzerland, Ireland, France and the United States. We plan to enter into additional markets or increase our presence in the markets in which we currently operate around the world and any inability or failure to adequately exploit opportunities for expansion, may harm our business and our adversely affect our revenue. For example, to date, we have a limited operating history inside North America and we expect to significantly increase our market presence and customer base in North America, in particular inside of the United States. Our ability to manage our business and conduct our operations internationally requires considerable management attention and resources and is subject to particular challenges of supporting a rapidly growing business in an environment of diverse cultures, languages, customs, tax laws, legal systems, alternate dispute systems and regulatory systems. As we continue to expand our business and investor base inside the United States and other global markets, we will be increasingly susceptible to risks associated with our international operations. These risks and challenges include:

• difficulty establishing and managing international operations and the increased operations, travel, infrastructure and legal and compliance costs associated with locations in different countries or regions;

• the need to understand and comply with laws, regulations and customs in multiple jurisdictions, including laws and regulations governing broker-dealer practices, some of which may be different from or conflict with, those of other jurisdictions and which might not permit us to operate our business or collect revenues in the same manner as we do in such other jurisdictions;

• our interpretations of local laws and regulations, which may be subject to challenge by local regulators;

• difficulties or delays in obtaining and/or maintaining the regulatory permissions, authorizations, licenses or consents that may be required to offer certain products in one or more markets;

• difficulties in managing multiple regulatory relationships across different jurisdictions on complex legal and regulatory matters;

• if we were to engage in any merger or acquisition activity internationally, this is complex and would be new for us and subject to additional regulatory scrutiny;

• the need to vary products, pricing and margins to effectively compete in international markets;

• the need to adapt and localize products for specific countries, including obtaining rights to third-party intellectual property used in each country;

• increased competition from local providers of similar products and services;

• the challenge of positioning our products and services to meet a demand in the local market (also known as “product-market fit”);

• the ability to obtain, maintain, protect, defend and enforce intellectual property rights abroad;

• the need to offer indirect investor support and other aspects of our offering (including websites, articles, blog posts and customer support documentation) in various languages;

• compliance with anti-bribery laws, such as the Foreign Corrupt Practices Act and equivalent anti-bribery and anti-corruption requirements in local markets, by us, our employees and our business partners and the potential for increased complexity due to the requirements on us as a group to follow multiple rule sets;

• complexity and other risks associated with current and future legal requirements in other countries, including laws, rules, regulations and other legal requirements related to cybersecurity and data privacy frameworks and labor and employment laws;

43

Table of Contents

• the need to enter into new business partnerships with third-party service providers in order to provide products and services in the local market, which we may rely upon to be able to provide such products and services or to meet certain regulatory obligations;

• varying levels of internet technology adoption and infrastructure and increased or varying network and hosting service provider costs and differences in technology service delivery in different countries;

• fluctuations in currency exchange rates and the requirements of currency control regulations, which might restrict or prohibit conversion of certain currencies;

• taxation of our international earnings and potentially adverse tax consequences due to requirements of or changes in the income and other tax laws of the United States or the international jurisdictions in which we operate; and

• political or social unrest or economic instability in a specific country or region in which we operate.

We may not be able to penetrate or successfully operate in the markets, including North America, we choose or aspire to enter. In addition, we may incur significant expenses as a result of our international operations and we may not be successful. We may launch products that lack local product-market fit, face local competition from pre-existing companies offering similar products and/or face limited brand recognition, any of which could lead to non-acceptance or delayed acceptance of our products and services by customers in new markets. Product adoption and growth rates may vary significantly across different markets. We are subject to income taxes and other taxes in the countries in which we transact or conduct business and such laws and tax rates vary by jurisdiction. We are subject to review and audit by U.S. federal, state, local and non-U.S. tax authorities. Such tax authorities may disagree with tax positions we take and if any such tax authority were to successfully challenge any such position, our financial condition or results of operations could be materially and adversely affected. Our failure to successfully manage these risks or any failure to quickly exploit any opportunity for international expansion could harm our international operations in the markets we choose to enter and have an adverse effect on our business, financial condition and results of operations.

We are subject to complex financial accounting rules, and there is limited useful guidance from accounting standard setting bodies for companies engaged in the digital asset industry.

In respect of our financial reporting, CoinShares currently applies IFRS. We believe that the current IFRS framework and the guidance provided thereunder by various bodies are not in all instances fully suited for companies engaged in the digital asset industry, which is likely due to the novel nature of the industry. We consider it likely that further guidance and clarifications will be made by eligible bodies as the digital asset industry grows and matures, but this will take time. We are for example aware of lobbying efforts made in the United States with respect to certain accounting and reporting matters for certain companies that operate in the digital asset industry.

The uncertainty that we experience with respect to certain financial reporting matters could mean that we apply various accounting rules (including IFRS) incorrectly, and that we become aware of this only after clarifying statements are made by eligible bodies or following audits. Moreover, due to the novel nature of the digital asset industry, we cannot rule out that various accounting rules and standards become subject to different application and interpretation between jurisdictions. These risks, if they were to materialize, could necessitate recalculations and/or restatements in coming financial reports and have significant impacts on our reported financial results.

The application of IFRS and other applicable accounting standards sometimes requires significant judgment by our group management, particularly with respect to investment valuation and classification of financial instruments and assets. These determinations are in turn based on the management’s and our advisors’ belief of the correct application of the accounting standard at hand, historical experience and on various other assumptions that are considered reasonable under the circumstances. There is a risk that the assumptions that form the basis for our group determinations change or are wrong, and actual circumstances could differ from those that were assumed, which could have an adverse impact on financial results.

44

Table of Contents

We may prepare our future financial statements in accordance with U.S. GAAP which may result in a significant impact to our reported financial results, especially with regard to the treatment of digital assets.

We are contemplating an adoption of U.S. GAAP, meaning that future financial statements may reflect significant differences from our current financial statements prepared under IFRS. Though CoinShares’ financial statements included in this proxy statement/prospectus have been prepared in accordance with IFRS, the SEC permits foreign private issuers to file financial statements in accordance with U.S. GAAP at any time. There have been and there may in the future be certain significant differences between IFRS and U.S. GAAP. As a result, CoinShares’ financial information and reported earnings for historical or future periods could be significantly different if they were prepared in accordance with U.S. GAAP. In addition, CoinShares does not intend to provide a reconciliation between IFRS and U.S. GAAP unless it is required under applicable law. As a result, you may not be able to meaningfully compare CoinShares’ financial statements under U.S. GAAP with those companies that prepare financial statements under IFRS.

An area of significant expected difference between IFRS and U.S. GAAP is the accounting for digital assets. Currently, under IFRS, we account for digital assets under IAS 38 where changes in the fair value in excess of cost is recognized in other comprehensive income. The Company expects that the application of relevant U.S. GAAP guidance, specifically under Accounting Standards Codification 350-60, certain digital assets are accounted for at fair value with changes in fair value recorded in the calculation of profit or loss after tax. During the years ended December 31, 2024 and 2023, the Company had $2,430.8 million and $126.8 million in fair value gains on digital assets through other comprehensive income, respectively, which may be reclassified to gains on digital assets through profit or loss under U.S. GAAP.

Application of tax laws and changes to them could adversely impact our financial position and operating results.

Through various of our subsidiaries, we currently operate in Jersey, France, the UK, U.S. and Sweden. The tax laws that apply to us may vary across the jurisdictions in which we operate and may be subject to changes and potentially conflicting application and interpretation. For example, under our current transfer pricing model, management fees derived from the XBT Note Program are distributed to various entities within our group in exchange for services provided to support the XBT Note Program. These services and arrangements are outlined in a series of intra-group service level agreements (“SLAs”). Given that the entities in question are in Jersey and the UK, consideration has been given to the transfer pricing implications of the SLAs, with advice having been sought on the arrangements from external advisors. There is however a risk that the transfer pricing policies operating within our group could be challenged by fiscal authorities and potentially lead to a need to apply a new transfer pricing approach, which may result in higher tax rates for our group than would otherwise be the case, both going forward and potentially retrospectively. A challenge of our group’s tax treatment may lead to the relevant tax authority deciding to tax a group company on income that, in the opinion of that particular tax authority, should have arisen in its country of authority, rather than in the country where the tax item has been booked by us. This may lead to reallocations in revenue streams within our group, potentially to a jurisdiction that has a higher tax rate, which in turn would increase our group’s overall tax burden. Incorrect reporting of taxes, regardless of whether it was made unintentionally, is in most jurisdictions subject to tax penalties. Disputes with tax authorities are often lengthy and often require costly professional advice.

The tax legislation regarding our operations is not well defined and existing tax legislation rarely caters for/takes into consideration the nature of digital assets such as crypto currencies. There are initiatives being taken on an international level to try and regulate this very type of business area. One initiative which is being discussed on an international level is introducing a minimum level of corporate tax rate, regardless of business conducted, which will impact a large number of entities in various jurisdictions and in such also our group’s operations. Given these factors, taken together with the fact we and much of our group currently operates in a low tax environment due to its domicile in Jersey, it is likely that the overall effective tax rate of our group will increase going forward. Furthermore, our GST/VAT position of is based on its conduct as a GST/VAT exempt business. Should the application/interpretation of these rules change our tax position in relation to these taxes may be materially different compared to today.

45

Table of Contents

Tax laws and regulations, including statements from tax authorities, may be subject to interpretation by local public entities and may change with short notice, and could imply that our group must reassess its interpretation and application of such rules. This could have an impact on the tax framework applicable to our group, including, for example, in the event of our classification as a PFIC. It is also likely that companies that operate in the digital asset industry will be subject to a heightened level of tax audits given the novel nature of the industry. Tax audits may result in the imposition of additional tax or denied deductions, for example in relation to historical intra-group transactions or cross-border transactions. Several tax matters require significant judgment by management and the board of directors, and there may be transactions where the ultimate tax determination is uncertain. Although we believe that our estimates are reasonable, the final tax outcome may differ from the amounts reported in our group’s financial statements and may adversely affect our group’s financial results in the period or periods for which such determination is made.

Changes in the governance of a digital asset network may not receive sufficient support from users and miners or validators, which may negatively affect that digital asset network’s ability to grow and respond to challenges.

The governance of decentralized networks, such as the Bitcoin and Ethereum networks, is by voluntary consensus and open competition. As a result, there may be a lack of consensus or clarity on the governance of any particular decentralized digital asset network, which may stymie such network’s utility and ability to grow and face challenges. The foregoing notwithstanding, the protocols for some decentralized networks, such as the Bitcoin network, are informally managed by a group of core developers that propose amendments to the relevant network’s source code. Core developers’ roles evolve over time, largely based on self-determined participation. If a significant majority of users and miners (or other types of technological validators) adopt amendments to a decentralized network based on the proposals of such core developers, such network will be subject to new protocols that may adversely affect the value of the relevant digital asset. As a result of the foregoing, it may be difficult to find solutions or marshal sufficient effort to overcome any future problems, especially long-term problems, on digital asset networks.

Amendments to a digital asset’s protocol and “forking.”

Digital assets’ protocols are open source, consensus-based technologies. This means that the digital asset community (generally a group of core developers but it may also include other members such as miners and digital assets’ holders) are unofficially responsible for the periodic releases of updates to the protocol’s source-code. It also means that various members of the protocol may make proposals for a wide variety of updates and changes to the digital asset protocol’s code.

Such updates and changes are only effective if accepted by users, miners, wallets and companies which collectively have a prescribed majority of the processing power on the network at the relevant time. Disputes around such updates and changes can and do arise. If a change is not accepted by the community, then it is possible that those proposing the change can copy the protocol’s records at the time of the change and use that to run a new network with their proposed changes. This is known as a “fork” in the digital asset network, whereby one network (and the digital assets associated with it) will run the pre-modification source-code and the other network (and its associated digital assets) will run the modified source-code.

Holders of the underlying digital asset before a forking event will technically own each of the resulting digital assets, which shared a common transaction history before the fork. Which of such resulting digital assets may henceforth be recognized by the community as being (the true or real) can often be difficult to determine for a period of time following such fork. Bitcoin exchanges have a particularly significant function to play in the determination in such regard. A new digital asset resulting from a fork may also change the speed at which new blocks are added to the blockchain, which can result in a distortion of the consensus mechanism with which each digital asset is created subsequent to the fork.

Forks can create significant uncertainty around the functioning of both the existing and the new network (as well as around the value of the digital assets associated with those networks) which results in the creation of a new digital asset which can present a number of operational difficulties and can even jeopardize the functioning of the protocol. Such uncertainty can affect the ability of the underlying network to function as well as the price discovery of both the existing and new digital asset. As a result, a fork may affect the listing and price in any relevant class of our ETPs.

46

Table of Contents

Furthermore, we have discretion over whether and how to distribute the proceeds of any fork that may arise from the receipt of the new digital asset associated with the fork; it may not be practical or possible for us to distribute such proceeds to investors.

We have discretion over how to treat any new digital asset created by a hard fork.

If a permanent fork were to occur with respect to an underlying digital asset, we could hold in respect of a class of ETP amounts of the original and the new digital asset as a result. In that event, we will have discretion on how to handle any distribution of such new underlying asset. We could choose (i) to adjust the rights of the ETP so that such new digital asset will constitute an additional underlying digital asset in respect of such ETP; (ii) to sell such new digital asset, invest the proceeds in the original underlying digital asset and then adjust the coin entitlement of such ETP; (iii) to sell such new digital asset, distribute the proceeds to investors on a pro rata basis; (iv) to distribute such new digital asset to investors on a pro rata basis to their holdings of ETPs, (v) to create and distribute a new class of ETP with the new digital asset as an underlying digital asset or (vi) to surrender, discard or dispose of such new digital asset for its own benefit. It is uncertain whether the value of any such distribution would equal the change in the value of the ETPs resulting from such distribution.

It may be necessary for the listing in any relevant class of the ETPs to be suspended for a period whilst the determination of the digital asset which is accepted as continuing to be the “true” digital asset is undertaken. The need for any such suspension is considered to be a reflection of the market dynamics for the underlying digital asset, rather than a deficiency to which we are uniquely subject.

It may not be possible, or desirable, for us to apply for listing of any new class of ETPs referenced to a new digital asset resulting from a fork. Consequently, a permanent fork could materially and adversely affect the value of ETPs.

The failure or negative performance of products offered by competitors may have a negative impact on similar CoinShares products irrespective of our performance.

Certain competitors offer similar products to those offered by us and the failure or negative performance of competitors’ products could lead to a loss of confidence in our similar products, irrespective of the performance of our products. Any loss of confidence in a product type could lead to withdrawals, redemptions and liquidity issues in such products, which could have a material adverse effect on our AUM, revenues and net income or liquidity.

If our reputation is harmed, we could suffer losses in our AUM, revenues and net income.

Our business depends, in part, on earning and maintaining the trust and confidence of investors, other market participants and regulators and our good reputation is critical to our business. Our reputation is vulnerable to many threats that can be difficult or impossible to control and costly or impossible to remediate. Regulatory inquiries, investigations or findings of wrongdoing, intentional or unintentional misrepresentation of our products and services in regulatory filings, product literature, advertising materials, public relations information, social media or other external communications, operational failures (including portfolio management errors or cyber breaches), employee dishonesty or other misconduct and rumors, among other things, can substantially damage our reputation, even if they are baseless or eventually satisfactorily addressed.

Our business also requires us to continuously manage actual and potential conflicts of interest, including situations where our services to a particular client conflict or are perceived to conflict, with the interests of other clients or our own interests. The willingness of clients to enter into transactions in which such a conflict might arise may be affected if we fail — or appear to fail — to deal appropriately with conflicts of interest. In addition, potential or perceived conflicts could give rise to litigation or regulatory enforcement actions.

We have policies, procedures and controls that are designed to address and manage these risks; however, even effective procedures and controls can only provide reasonable assurance of achieving their objectives. If our policies, procedures or controls fail, our reputation could be damaged. Any damage to our reputation could impede our ability to attract and retain clients and key personnel and lead to a reduction in the amount of our AUM, any of which could have a material adverse effect on our revenues, net income or liquidity.

47

Table of Contents

We operate in a highly competitive industry and we compete against unregulated or less regulated companies and companies with greater financial and other resources and our business, operating results and financial condition may be adversely affected if we are unable to respond to our competitors effectively.

The crypto economy is highly innovative, rapidly evolving and characterized by healthy competition, experimentation, changing customer needs, frequent introductions of new products and services and subject to uncertain and evolving industry and regulatory requirements. We expect competition to further intensify in the future as existing and new competitors introduce new products or enhance existing products. We compete against a number of companies operating both within the United States and abroad and both those that focus on traditional financial services and those that focus on crypto-based services.

We believe our primary source of competition to date has been from companies, in particular those located outside the United States, who are either subject to significantly less stringent regulatory and compliance requirements in their local jurisdictions or have interpreted the regulatory requirements to which they are subject in a manner that is different from our interpretation. Some of such companies’ business models rely on being unregulated or only regulated in a small number of lower compliance jurisdictions, whilst also offering their products in highly regulated jurisdictions, without necessarily complying with the relevant regulatory requirements in such jurisdictions.

To date, encouraged by limited but growing enforcement by U.S. and foreign regulators, many of these competitors have been able to operate from offshore while offering large numbers of products and services to consumers, including in the United States, Europe and other highly regulated jurisdictions, without complying with the relevant licensing and other requirements in these jurisdictions and seemingly without penalty. Due to our regulated status in several jurisdictions and our commitment to legal and regulatory compliance, we have not been able to offer many popular products and services, including products and services that our unregulated or less regulated competitors are able to offer to a group that includes many of our customers, which may adversely impact our business, financial condition and results of operations.

In recent years, our commitment to compliance and the attendant customer-facing requirements, including customer due diligence requirements, may have had a competitive impact on us as these unregulated or less compliance-focused competitors have attracted more business. We also have expended significant managerial, operational and compliance costs to meet the legal and regulatory requirements applicable to us in the United States and other jurisdictions in which we operate and expect to continue to incur significant costs to comply with these requirements, which these unregulated or less regulated competitors have not had to incur.

Additionally, due to the broad nature of our products and services, we also compete with and expect additional competition from, traditional financial services companies. We also face competition from companies that may target a wider range of customers, including retail customers, which could result in such competitors gaining broader recognition and market acceptance relative to our primarily institutional customer approach.

The rapid pace of blockchain innovation means that new products are constantly emerging. Keeping pace will require investment in technology adoption and development. Many innovative start-up companies and larger companies have made and continue to make, significant investments in research and development and we expect these companies to continue to develop similar or superior products and technologies that compete with our products. Further, more traditional financial and non-financial services businesses may choose to offer crypto-based services in the future as the digital assets industry grows and as greater legal and regulatory certainty emerges. Our current and potential competitors may establish cooperative relationships among themselves or with third parties that may further enhance their resources or may otherwise have certain competitive advantages over us.

Our existing competitors have and our potential competitors are expected to have, competitive advantages over us, such as:

• the ability to offer products and services that we do not support or offer (due to constraints from regulatory authorities, our banking partners and other factors);

• greater name recognition, longer operating histories, larger customer bases and larger market shares;

• larger sales and marketing budgets and organizations;

48

Table of Contents

• more established marketing, banking and compliance relationships;

• greater customer support resources;

• greater resources to make acquisitions;

• lower labor, compliance, risk mitigation and research and development costs;

• larger and more mature intellectual property portfolios;

• greater number of applicable licenses or similar authorizations;

• established core business models outside of the industries that we operate in, allowing them to operate on lesser margins or at a loss;

• operations in certain jurisdictions with lower compliance costs and greater flexibility to explore new product offerings;

• substantially greater financial, technical and other resources;

• more timely introduction of new technologies;

• preferred relationships with suppliers, including of hardware for High Frequency Trading solutions and other equipment; and

• better access to lower latency.

If we are unable to compete successfully or if competing successfully requires us to take costly actions in response to the actions of our competitors, our business, operating results and financial condition could be adversely affected.

Poor investment performance of our products could reduce the level of our AUM or affect sales of our products and negatively impact our revenues and net income.

Our investment performance is critical to the success of our business. Strong investment performance often stimulates sales of our products. Poor investment performance (on a relative or absolute basis) as compared to third-party benchmarks or competitive products has in the past led and could in the future lead, to a termination of investment management agreements, a decrease in sales of our products or stimulate redemptions from existing products, each of which could lower the overall level of AUM, reduce our management fees and negatively impact our revenues and net income. There is no assurance that past or present investment performance in our products will be indicative of future performance. If we fail or appear to fail, to address successfully and promptly the underlying causes of any poor investment performance, we may be unsuccessful in reversing such underperformance, which could result in client loss or redemptions and the loss of future business prospects, both of which would negatively impact our revenues and net income.

The lack of soundness of other financial institutions could adversely affect us or the client portfolios we manage.

Financial services institutions are interrelated as a result of trading, clearing, counterparty or other relationships. We and the products that we manage, have exposure to many different counterparties and routinely execute transactions with counterparties in the financial services industry. Many of these transactions expose us and/or our products to credit risk in the event of default of their counterparties. While we regularly conduct assessments of such risk posed by counterparties, an event of default may occur due to market factors, such as sudden swings in the financial and credit markets that may occur swiftly and without warning. Such event of default could produce a financial loss for CoinShares and in some cases for the products we manage, ultimately impacting our clients or the client portfolios we manage.

49

Table of Contents

Third parties are subject to credit risk in relation to our (XBT Note Program and Physical Note Program).

XBT Provider, a wholly owned subsidiary of CoinShares, is the issuer of the exchange-traded notes issued under the XBT Note Program (the “XBT Notes”). Investors in the XBT Notes are exposed to the credit risk of XBT Provider as issuer and to CoinShares Capital Markets (Jersey) Limited (“CSCM”) as guarantor. Investors have no contractual or other recourse to CoinShares International Limited or any other member of the CoinShares group.

The XBT Notes and the guarantee constitute unsecured and unsubordinated obligations and do not benefit from any security, collateral or priority over the assets of XBT Provider or CSCM. In the event of the insolvency or similar proceedings of XBT Provider or CSCM, noteholders would rank as general unsecured creditors and may recover less than the full amount of their investment, or nothing at all, regardless of the performance of the underlying digital assets.

XBT Provider’s ability to meet its obligations to noteholders is dependent on CSCM’s performance under the Collateral Management Agreement, and CSCM may default independently of XBT Provider. Digital assets and related exposures held by CSCM in connection with the XBT Notes are legally owned by CSCM, are not ring-fenced or bankruptcy-remote, and do not give noteholders any proprietary, security or trust interest.

Where redemptions are effected by cash settlement, failures by third-party counterparties to pay sale proceeds could result in noteholders losing some or all of their investment.

Our XBT Note Program is subject to risks related to the maintenance of hedging activities.

The hedging activities undertaken by the Group Companies in order to ensure the obligation arising from the ETPs issued under the XBT Note Program are performed by CSCM. These activities are governed by the terms of the CMA in place between CSCM and XBT Provider which dictates how CSCM is required to hedge the obligation. At least 75% of the hedge must be held in the relevant physical digital assets to which the ETPs relate. No more than 25% of the remaining exposure may be held in futures, options derivatives or cash (provided the cash element remains no more than 5% of the total hedge amount). Consequently, should CSCM fail to fulfill its obligations under the relevant hedging arrangements, it would have an adverse effect on the XBT Note Program.

A substantial portion of the Group Companies’ revenue is derived from the XBT Note Program.

The XBT Note Program represents an important component of the Group Companies’ business, revenues and balance sheet assets. While the Group Companies continues to expand and diversify its product offering and revenue streams, a substantial portion of the Group Companies’ current operations remains connected to the XBT Note Program.

For the year ended December 31, 2024, management fees derived from the XBT Note Program accounted for 55% of the Group Companies’ management fees and other revenue (2023: 55%). In addition, a significant proportion of the Group Companies’ gross assets are held in accordance with the terms of the CMA in order to ensure that liabilities arising under the XBT Note Program can be met. As of December 31, 2024, the value of such assets held against these liabilities — comprising digital asset holdings and digital asset exposure obtained through financial instruments — represented 62% of the Group Companies’ gross assets (2023: 67%).

The Group Companies’ exposure to XBT Provider and the XBT Note Program reflects, in part, the historical scale and maturity of the program relative to other business lines, which are continuing to develop and grow. As the Group Companies diversify their product range and revenue sources, the relative contribution of the XBT Note Program may decrease over time. However, at present, adverse developments affecting XBT Provider or the operation of the XBT Note Program — including regulatory changes, operational disruptions, systems failures, counterparty issues or market conditions affecting digital assets — could have a disproportionate effect on the Group Companies’ revenue, asset base and financial performance.

We may fail to maintain the listing requirements related to our ETPs (XBT Note Program and Physical Note Program).

Although our ETPs issued under the XBT Note Program and the Physical Note Program, as applicable, are admitted to trading on one or more venues, there is a risk that the Group Companies may not succeed in maintaining the status of the ETPs as listed instruments. If one or more venues on which these products are made available decide that the ETPs should no longer remain admitted to trading, regardless of whether this is due to circumstances assignable to

50

Table of Contents

the issuer, the ETPs, the tracked digital assets, the market maker(s) and/or changed rules or any other reason, there is a risk that the Group Companies will not succeed in having the ETPs admitted to trading on another regulated market, MTF or other marketplace. Such a course of events would worsen the liquidity, disposal opportunities and the market value of the ETPs and thus create risks of losses for investors.

Specifically, for the XBT Note Program, if a delisting was to occur and no other listing obtained within an appropriate time frame, we may be required to action a redemption of the ETPs. While this redemption would create significant level of cash inflow to us on the realization of the accumulated management fee, it would impact our future revenues, as the XBT Note Program (which has historically been a key source of revenue for the Group Companies) will no longer be active.

The staking rewards generated by the ETPs under the Physical Note Program may be subject to fluctuation, impacting the commercial viability of these products.

Certain ETPs, including notes, issued under the CoinShares Physical Note Program (the “Physical Note Program”) are structured so that the underlying reference digital assets of such ETPs are subject to “staking.” A portion of the staking rewards (consisting of variable yield) received for this staking contribute to the total value of the relevant ETP, as the reference price of the ETP equals the price for the underlying asset being subject to the staking activities plus the staking rewards (variable yield). This set up allows staking gains to be passed back to the ETP holders. Although these staked ETPs do not generate managements fees for the Group Companies, they remain commercially viable due to the ability for our group to retain a portion of the staking gains. Risks noted in the risk factor titled “— We may suffer losses due to staking, restaking, delegating, and other related services” below also pertain to the now discussed ETP staking activities.

An additional risk to consider is that staking rewards could fluctuate and potentially decrease to a point where the commercial viability is considered no longer acceptable. Without a management fee, the staking rewards that our group retains need to be in excess of the costs of running the staking activities.

Competitive pressures may force us to reduce the fees we charge to clients, which could reduce our profitability.

The investment management business is highly competitive and rapidly evolving and we compete based on a variety of factors, including investment performance, range of products offered, brand recognition, business reputation, financial strength, stability and continuity of client and financial intermediary relationships, quality of service, level of fees charged for services and the level of compensation paid and distribution support offered to financial intermediaries. We continue to face market pressures regarding fee levels in many products, including low fee, passively managed products that compete with our actively managed products.

Our competitors include many investment management firms and other financial institutions. Many of these institutions have greater capital and other resources and offer more comprehensive lines of products and services, than we do. There are relatively few barriers to entry by new investment management firms and the successful efforts of new entrants around the world have also resulted in increased competition. Further, our competitors may increase their market share to our detriment by reducing fees. The increasing size and market influence of certain distributors of our products and of certain direct competitors may have a negative impact on our ability to compete at the same levels of profitability in the future.

In addition, technology is subject to rapid advancements and changes and our competitors may, from time to time, implement newer technologies or more advanced platforms for their services and products, including digital advisers, low cost, high speed financial applications and services and investment platforms based on AI and other advanced electronic systems, which could adversely affect our business if we are unable to remain competitive.

We may suffer losses due to staking, restaking, delegating and other related services.

Blockchain networks which utilize Proof-of-Stake (“PoS”) or similar consensus mechanisms to validate transactions enable holders of certain digital assets to stake or delegate those assets with validator nodes to secure the network and participate in transaction validation activities on their underlying blockchain networks. We currently stake certain digital assets and operate validator nodes on blockchain networks through our blockchain infrastructure operations and third-party custodian and/or staking providers. Some PoS networks require the digital assets to be transferred on the underlying blockchain networks into smart contracts which are not under our or anyone’s control or to a validator node directly, to

51

Table of Contents

participate in staking. Other PoS networks enable users to delegate certain rights or powers associated with the relevant digital assets to a validator node, while custody of the digital asset itself remains entirely with the user. If our validator nodes or relevant smart contracts fail to behave as expected, suffer cybersecurity attacks, experience security issues or encounter other problems, our or our clients’ digital assets may be irretrievably lost. Any cybersecurity attacks, security issues or other problems could damage validators’ willingness to participate in validation, discourage existing and future validators from serving as such. In addition, transactions submitted to public blockchain mempools may be subject to “sandwich” attacks or other forms of maximal extractable value (“MEV”) strategies, in which third parties exploit order sequencing to the detriment of the initiating party. These practices can increase transaction costs, cause unexpected execution slippage, or reduce returns for users. Widespread or persistent MEV activity could discourage participation in decentralized markets and adversely affect adoption of our service. While most PoS blockchain networks dictate requirements for participation in the relevant staking activity, such as requiring a minimum amount of staked digital assets before being able to operate as a validator node, if those requirements are not met, the blockchain network or other validator nodes may impose penalties, referred to as “slashing,” such as if the validator node operator acts maliciously on the network, “double signs” any transactions or experiences extended downtimes. Slashing penalties can also apply due to prolonged inactivity on a blockchain network and inadvertent errors such as coding, computing or hardware issues, as well as more serious behavior such as intentional malfeasance. If our operated validator nodes or any other validator nodes that we may use are subject to slashing in the future in accordance with the rules of an underlying blockchain network, our staked digital assets or those relating to any of our products (as the case may be) may be confiscated, withdrawn or burnt by the network, resulting in permanent losses. Any loss of digital assets, penalties or slashing events could damage our brand and reputation, cause us to suffer financial losses and adversely impact our business.

Liquidity risk in certain proof of stake protocols could negatively impact our ability to satisfy redemption requests and affect the price of ETPs in secondary markets.

Some proof of stake protocols (e.g., Polkadot) restrict transferability of digital assets that are contributed to a staking pool for a certain period. During such period, the digital assets remain property of the holder but cannot be transferred (as transfers cannot be registered on the underlying protocol). For example, our Capital Markets Segment actively stakes a portion of our Ethereum (“ETH”) to generate other income in the form of yield. Staked ETH is permitted to be un-staked by the holder of ETH. However, as part of the “activating” and “exiting” processes of staking, staked ETH tokens will be inaccessible for a period of time. “Activation” is the funding of a validator to be included in the active set, thereby allowing the validator to participate in the proof-of-stake consensus protocol. “Exit” is the request to exit from the active set and no longer participate in the proof-of-stake consensus protocol. As part of these “activating” and “exiting” processes of staking, staked ETH tokens will be inaccessible for a period of approximately six days, though this can be longer or shorter depending on a range of factors, including network congestion, resulting in certain liquidity risks.

In the future, we may stake other digital assets that are subject to such liquidity restrictions. As a result, we may hold other digital assets subject to such restrictions, which in turn may hinder us in satisfying redemption requests. We endeavor to agree with external staking providers the provision of a liquidity bridge to ensure we can continue to satisfy redemption obligations while our holdings are restricted, but there can be no guarantee that external staking providers can provide such alternative liquidity.

In the event external staking providers fail to provide such alternative liquidity, we may not be able to satisfy redemption requests until the liquidity restrictions are removed. Any interruption in the redemption process may (i) impact the ability of authorized offerors to redeem securities in a timely and consistent manner, (ii) impact the ability of market makers on exchanges to offer reliable prices at reasonable bid/ask spreads and (iii) consequently adversely affect the price at which investors are able to trade the ETPs in the secondary markets.

Failure to properly address the increased transformative pressures affecting the asset management industry could negatively impact our business.

The asset management industry is facing transformative pressures and trends from a variety of different sources, including increased fee pressure; a continued shift away from actively managed fundamental equities and fixed income strategies towards alternatives, passive index and smart beta strategies; increased demands from clients and distributors for client engagement and services; a trend towards institutions concentrating on fewer relationships and partners and reducing the number of investment managers they work with; increased regulatory activity and scrutiny of many aspects of the asset management industry, transparency/unbundling of fees, inducements, conflicts

52

Table of Contents

of interest, capital, liquidity, solvency, leverage, operational risk management, controls and compensation; addressing the key emerging markets in the world, such as China and India, which often have populations with different needs, preferences and horizons than the more developed U.S. and European markets; advances in technology and digital wealth and distribution tools and increasing client interest in interacting digitally with their investment portfolios; and growing digital assets markets that remain subject to substantial volatility and significant regulatory uncertainty. As a result of these trends and pressures, the asset management industry is facing an increased level of disruption. If we are unable to adapt our strategy and business to adequately address these trends and pressures, we may be unable to satisfactorily meet client needs, our competitive position may weaken and our AUM, revenues and net income may be adversely affected.

We hold certain investments in both equity and digital assets and may suffer losses if they do not perform as expected.

We hold certain principal investments in early-stage equity investments and strategic equity investments, and were as of June 30, 2025, valued at $25.6 million. The nature and levels of these principal investments made by us may vary over time, and are mainly affected by sentiment in the wider digital asset ecosystem and the performance of companies within the portfolio, including whether these companies are able to achieve proof of concept and beat competition.

The principal investments are made by the Group Companies for a number of reasons. Early-stage investments offer our group the opportunity to gain exposure to new areas of the digital asset ecosystem. This exposure is both quantitative, in terms of the potential for value appreciation of the investments held, and qualitative due to the fact that the companies in which investments are made enables our group to get insights into areas of the digital asset ecosystem in which it may not currently play an active role. This, in turn, can offer the executive management team insights into new commercial opportunities at an earlier stage than would otherwise be the case. Similarly, larger, more strategic investments such as our group’s holding in 3iQ, offer up a range of commercial opportunities and partnerships from which our group can benefit.

In addition, we hold certain investment in digital assets. Fluctuations in the price of various digital assets may cause uncertainty in the market and could negatively impact trading volumes of digital assets, which would adversely affect the success of our business, financial condition and results of operations. In addition, we may not be able to sell a digital asset promptly or at a reasonable time or price. Although there may be an institutional market for certain digital assets, it is not possible to predict exactly how the market for such assets will develop or whether it will continue to exist. A digital asset that was liquid at the time of purchase may subsequently become illiquid, and its value may decline as a result (see also the risk factors titled “— Digital assets represent a new and rapidly evolving industry, and the market price of our ordinary shares has in the past been, and Holdco’s Ordinary Shares following the consummation of the Business Combination may be, impacted by the acceptance of Bitcoin and other digital assets” and “— The prices of digital assets are extraordinarily volatile”).

The investments held by our group all carry with them their own set of risks, both specific and general (as they also are impacted by the wider market risks that exist in the digital asset space). Should such risks materialize, the value of the holdings in these investee companies may decline or, in severe cases, be written off entirely. This would have a direct impact on our group’s financial position and results.

Our investment products, investors and, to the extent of our investment in such investment products, we could incur losses if the allowance for credit losses, including loan and lending-related commitment reserves, of portfolio-level investments is inadequate or if our expectations of future economic conditions deteriorate.

When our investment products or clients loan or commit to loan Bitcoin, Ethereum and potential Solana to a counterparty, including trading counterparties, clearing agents, trading platforms, decentralized finance protocols, clearinghouses, custodians, administrators and other financial intermediaries, our investment products, investors and, to the extent of our investment in such investment products, we incur credit risk or the risk of loss, if the borrower or such counterparty fails to perform its obligations under to the terms of its agreement. Such parties might default on their obligations to us because of bankruptcy, lack of liquidity, operational failure or other reasons, in which event we may lose all or substantially all of the value of any such investment or trading transaction. When we trade on digital asset trading platforms that specialize in digital asset futures and derivatives, we are exposed to the credit risk of that digital asset trading platform. The revenues and profitability of investment products and clients may be subordinated

53

Table of Contents

(and thus exposed to the first level of default risk) or otherwise subject to substantial credit risks. Certain investments have a comparatively higher degree of risk of a loss of capital and may not show any return for a considerable period of time. While we have implemented procedures, such as account control agreements or other credit facilities with a number of exchanges and custodian to enable trading without keeping assets on the platforms in an effort to mitigate counterparty risk, we cannot provide assurance that such measures will be successful or eliminate all credit risk.

The revenues and profitability of investment products, investors and, to the extent of our investment in such investment products, us are adversely affected when borrowers and counterparties default, in whole or in part, on their obligations or when there is a significant deterioration in the credit quality of the loan portfolio or decline in the value of collateral. In the event of a default, investment returns will depend on the ability to foreclose and liquidate the collateral. Certain debt-related holdings may be difficult or impossible to dispose of readily at what we believe to be a fair price. Investment products and investors can have exposure to lower-rated instruments and securities, which generally reflects a greater possibility that adverse changes in the financial condition of the borrower or in general economic conditions (including, for example, a substantial period of rising interest rates or declining earnings) or both, may impair the ability of the borrower to make payment of principal and interest.

Current and future market and economic developments may increase default and delinquency rates and negatively impact the quality of the credit portfolio. Although our estimates contemplate current conditions and how we expect them to change over the life of the investment portfolio, it is possible that actual conditions could be worse than anticipated, which could cause our revenues and net income to decline.

There are regulatory risks related to the digital asset industry and ongoing and future regulatory actions may materially alter our ability to operate.

As digital assets have grown in both popularity and market size, governments around the world have reacted differently to digital assets with certain governments deeming them illegal while others have allowed their use and trade. Ongoing and future regulatory actions may alter, perhaps to a materially adverse extent, our ability to continue to operate. The effect of any future regulatory change on us or on any digital asset that we may invest in is difficult to predict, but such change could be materially adverse to both us and the digital asset industry as a whole.

Governments may, in the future, restrict or prohibit the acquisition, use or redemption of digital assets. Ownership of, holding or trading in digital assets may then be considered illegal and subject to sanctions. Governments may also take regulatory actions that may increase the cost and/or subject companies in the digital asset industry to additional regulations.

Governments may in the future take regulatory actions that prohibit or severely restrict the right to acquire, own, hold, sell, use or trade digital assets or to exchange digital assets for fiat currency. By extension, similar actions by other governments may result in the restriction of the acquisition, ownership, holding, selling, use or trading of our common shares. Such a restriction could result in us liquidating our digital asset investments at unfavorable prices and may adversely affect our shareholders.

Risks Related to Legal, Compliance and Regulations

We operate in an industry that is highly regulated in most countries and any enforcement action or proceeding against us or significant changes in the laws or regulations governing our business or industry could damage our reputation or decrease our AUM, revenues, net income and liquidity.

As with all investment management companies, our activities are highly regulated in many countries in which we conduct business. The regulatory environment in which we operate frequently changes and in recent years we have seen a significant increase in both regulatory changes and enforcement actions and proceedings brought by governmental agencies and self-regulatory authorities against financial services companies. Laws and regulations generally grant governmental agencies and industry self-regulatory authorities broad administrative discretion over our activities, including the power to require registrations or licenses, limit or restrict our business activities, conduct examinations, risk assessments, investigations and capital adequacy reviews and impose remedial programs to address perceived deficiencies. As a result of regulatory oversight, we could face requirements, actions or proceedings that negatively impact the way in which we conduct business, delay or deny approval for new products or service offerings, cause or contribute to reduced sales of or increased redemptions of our existing products or services, impair the investment performance of certain of our products or services, impact our product mix, increase our compliance costs

54

Table of Contents

and/or impose additional capital requirements. Our regulators likewise have the authority to commence enforcement actions or proceedings that could lead to penalties and sanctions up to and including the revocation of registrations or licenses necessary to operate certain businesses, the suspension or expulsion from a particular jurisdiction or market of any of our business organizations or their key personnel or the imposition of fines and censures on us or our employees. Further, regulators across borders can coordinate actions against us as issues arise resulting in impacts on our business in multiple jurisdictions. Judgments or findings of wrongdoing or non-compliance with applicable law or regulation by governmental authorities or in private civil litigation against us, could affect our reputation, increase our costs of doing business and/or negatively impact our revenues. Any of the effects discussed above could have a material negative impact on our AUM, revenue, net income or liquidity.

Our business is subject to extensive laws, rules, regulations, policies, orders, determinations, directives, treaties, and legal and regulatory interpretations and guidance in the jurisdictions in which we operate, including those governing banking, broker-dealers, securities, commodities, credit, cross-border and domestic money and digital asset transmission, custody, anti-bribery, economic and trade sanctions and anti-money laundering (“AML”) and counter-terrorism financing.

Regulatory Compliance:    A substantial portion of the products and/or services (as the case may be) we currently offer or will begin offering, are subject to regulatory requirements imposed in the jurisdictions in which we operate. For example, our products and/or services (as the case may be) in the U.S. are regulated by the SEC, FINRA, U.S. Commodities Futures Trading Commission, the National Futures Association, in the U.K. are regulated by the HM Treasury and the Financial Conduct Authority (“FCA”), in France are regulated by the AMF, in Ireland are regulated by the Central Bank of Ireland, in Sweden are regulated by the Swedish Financial Supervisory Authority, in Germany are regulated by the Federal Financial Supervisory Authority (“BaFin”), in Jersey are regulated by The Jersey Financial Services Commission and in Switzerland are regulated by Swiss Financial Market Supervisory Authority, respectively.

Anti-Corruption Compliance:    We are also subject to anti-corruption laws and regulations, such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act, in the jurisdictions in which we operate. These anti-corruption laws generally prohibit corruptly offering, promising, giving or authorizing others to give anything of value, either directly or indirectly, to a government official or private party in order to influence official action or otherwise gain an unfair business advantage, such as to obtain or retain business. Violation of these or similar laws and regulations could subject us, and individual employees, to a regulatory enforcement action, as well as significant civil and criminal penalties. Such violations could also result in severe restrictions on our activities and damage to our reputation.

Anti-Mony Laundering:    We are subject to applicable AML laws in the jurisdictions in which we operate, including the Bank Secrecy Act and USA PATRIOT Act in the United States and the Proceeds of Crime Act, the Terrorism Act and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended) in the United Kingdom. The AML laws impose a variety of requirements, including implementing and maintaining risk-based systems and controls that obtain “know-your-customer” documentation upon onboarding clients and screen clients on an ongoing basis. A violation of these or similar laws have in the past and could in the future subject us, and individual employees, to a regulatory enforcement action, as well as significant civil and criminal penalties and reputational harm.

Our subsidiaries operating in the EU and the products and services they provide are mainly regulated by the AMF in France, the SFSA in Sweden, the Central Bank of Ireland, the BaFin in Germany and the ESMA. Such subsidiaries are also subject to various EU Directives, which generally are implemented by member state national legislation and by EU Regulations. Our operations elsewhere in the world are regulated by similar agencies and authorities.

Regulators in the U.S., U.K., EU and Asia, have promulgated or are considering whether to promulgate various new or revised regulatory measures pertaining to financial services, including investment management.

Regulatory developments and changes specific to our business will or may include, without limitation:

• regulations that place restrictions on outbound investments, such as the U.S. Department of Treasury’s Outbound Investment Screening Rule that became effective earlier this year, may impede our ability to provide certain products and add complexity to our compliance program with heightened regulatory requirements;

55

Table of Contents

• regulations pertaining to the privacy and use, security, transfer and management of personal data with respect to investors, employees and business partners, including the General Data Protection Regulation in the European Union;

• regulations promulgated to address perceptions that the asset management industry or certain products or services provided by the industry, pose systematic risks to the financial system, which could impede our ability to provide certain products or services or subject us, certain of our activities or products to heightened regulation or increased liquidity or capital adequacy requirements;

• regulations aimed at addressing concerns regarding open-end funds that are investing in less liquid asset classes;

• regulations aimed at the use of leverage by funds (in particular, leverage attained through derivatives), an example of which is the SEC’s 2020 rules with respect to the use of derivatives by U.S. registered funds;

• regulations pertaining to the integration of ESG factors in asset management;

• enhanced licensing and qualification requirements for key personnel of financial services firms, including asset managers, such as the U.K. Senior Managers and Certification Regime and the SFC’s Manager-in-Charge Regime, which could make it more difficult for CoinShares to hire and retain key personnel;

• strengthened laws and regulations applicable to asset managers with respect to preventing money laundering and the financing of terrorism, which may increase our compliance costs and burdens and regulatory enforcement risk;

• regulations promulgated to address risks of fraud, malfeasance, adverse consequences stemming from cyber-attacks and/or cross-border data transfer and to ensure the digital operational resilience of firms, in particular, the new EU Digital Operational Resilience Act;

• the application of antitrust, change in bank control and similar competition laws and regulations to the asset management industry, including proposed amendments to these laws and regulations that could require asset managers to make pre-acquisition notification filings or requests for approval with the U.S. Federal Trade Commission, Department of Justice and/or U.S. banking regulators and the potential for antitrust regulators to promulgate regulations limiting common ownership of competitive companies by a single fund or by affiliated funds in a single fund complex; and

• guidelines regarding the structure and components of fund manager compensation and other related rules, regulations and disclosure requirements, which could impose requirements for more widespread disclosures of compensation to highly-paid individuals and depending upon the scope of any such requirements, we could be disadvantaged in retaining key employees vis-à-vis private companies, including hedge fund sponsors.

New or further regulations that impact the markets in which we operate could negatively impact our existing products that employ leverage or derivatives, impede our ability to bring new products to market and raise our compliance costs associated with sponsoring and managing products. We cannot predict the full impact of legal and regulatory changes, changes in the interpretation of existing laws and regulations or possible enforcement actions or proceedings on our business. Such changes have imposed and are likely to continue to impose, new compliance costs and/or capital requirements or impact us in other ways that could have a material adverse impact on our AUM, revenues, net income or liquidity. Moreover, certain legal or regulatory changes could require us to modify our strategies, businesses or operations and we may incur other new constraints or costs, including the investment of significant management time and resources to satisfy new regulatory requirements or to compete in a changed business environment. In recent years, certain regulatory developments have also added to downward pressures on our fee levels.

56

Table of Contents

The asset management business is highly regulated and regulators may apply or interpret these regulations with respect to digital assets in novel and unexpected ways.

Asset management is a highly regulated business subject to numerous legal and regulatory requirements. These regulations are intended to protect customers whose assets are under management and, as such, may limit our ability to develop, expand or carry out our asset management business in the intended manner. We are guided in significant part by regulatory regimes that are not clear or are not yet developed. To the extent that there is any ambiguity as to whether an asset under management is a security, the applicability of many regulations to our asset management business will not be clear. Furthermore, we must address conflicts of interest, as well as the perception of conflicts of interest, between ourselves (including our other business lines) and our investors and funds. We have developed procedures that are designed to detect and manage actual, potential or perceived conflicts of interest, including conflict identification and management, guidelines for transparency and regular training and oversight by our compliance team. In particular, we are required to act in the best interest of our investors and funds, which may include allocating opportunities to our investors and funds rather than to our own principal business lines. In addition, regulators have substantial discretion in determining what is in the best interest of a client of a fund and have increased their scrutiny of potential conflicts as well as the disclosure of such conflicts to an asset manager’s investors. Appropriately dealing with conflicts of interest is complex and if we fail or appear to fail, to deal appropriately with any of these conflicts of interest, we may face reputational damage, litigation, regulatory proceedings or penalties, fines or sanctions, any of which may have a material and negative impact on our asset management business. In addition, to the extent that we are required to obtain client or investor consent in connection with any potential conflict, any failure or delay in obtaining such consent may have a material and negative impact on our ability to take advantage of certain business opportunities.

The determination as to whether a particular digital asset constitutes a “security” in the United States is uncertain and the regulation of digital assets is uncertain in the light of differences between the SEC’s and CFTC’s approaches to digital asset classification as well as potential legislation.

Historically the CFTC and the SEC have not taken consistent positions with respect to the appropriate classification of various digital assets which presents regulatory uncertainty. The classification of a digital asset as a security or a commodity under applicable U.S. federal law has wide-ranging implications for the regulatory obligations that flow from the offer, sale, trading, holding and clearing of such assets and could materially and adversely affect our business. As detailed below, if certain digital assets in our portfolio were conclusively deemed to be securities by the SEC or a U.S. court, either through a rulemaking or final court order, we could be forced to materially alter our business which could adversely affect our financial condition, business and results of operations, among other things.

The legal test for determining whether any given digital asset is a security is a highly complex, fact-driven analysis that has evolved over time and the outcome of which is difficult to predict. The SEC’s views in this area have evolved over time and it is difficult to predict the direction or timing of any continuing evolution. To date, the SEC has not determined through official rulemaking or regulatory guidance that any particular digital asset that we hold or transact in is a security and only a relatively small number of specific digital assets have been subjected to review by federal courts (none of which are material holdings of CoinShares). The views and positions of the SEC and its staff with respect to digital assets are subject to continued evolution, detail and development in the future for a variety of reasons, including as a result of changes to governing administrations, SEC Chair or commissioner appointments or otherwise. Though the SEC’s Strategic Hub for Innovation and Financial Technology published a framework for analyzing whether any given digital asset is a security in April 2019, this framework does not constitute an SEC rule or regulation, is not binding on the SEC and has been updated to account for subsequent judicial or enforcement precedent. Furthermore, while the SEC Division of Enforcement to date has filed complaints and initiated investigations against digital asset exchanges, projects and intermediaries, alleging, among other things, that certain digital assets are securities or have been offered as securities, many of these enforcement actions are ongoing or have been withdrawn, do not provide conclusive direction for digital asset market participants to follow.

Of note, public statements by senior officials at the SEC, some of whom no longer hold a role at the agency, indicate that the SEC does not intend to take the position that Bitcoin or ether are securities (in their current form). Specifically, Chairman Gensler has acknowledged publicly that he does not consider Bitcoin to be a security. Consistent with these public statements, the SEC approved several spot Bitcoin commodity ETFs and spot ether commodity ETFs. The SEC has recently approved and/or acknowledged numerous applications for spot ETFs with various additional digital asset underliers. Additionally, SEC staff has issued public statements in an effort to provide regulatory clarity

57

Table of Contents

with respect to their views on stablecoins, stating that issuers of ‘Covered Stablecoins’ do not need to register minting and redemption transactions with the SEC and proof-of-work mining activities, providing guidance that certain mining activities do not involve the offer and sale of securities.

The CFTC and its staff have taken the position that certain digital assets fall within the definition of a “commodity” under the U.S. federal commodities and derivatives laws. In his July 2024 testimony before the Senate Committee on Agriculture, Nutrition and Forestry, former CFTC Chairman Rostin Benham re-iterated that in a July 2024 decision (CFTC v. Sam Ikkurty A/K/A Sreeniv Asi Rao, et. al, 22-cv-02465 (Northern District of Illinois) (“Rao”)), a federal court “re-affirmed that both Bitcoin and ether are commodities under the Commodity Exchange Act.” The court in Rao relied on previous precedent from the federal District Court of Massachusetts (CFTC v. My Big Coin Pay, Inc., 334 F. Supp. 3d 492, 498 (D. Mass. 2018) (“My Big Coin Pay”)), which stated that “the Commodity Exchange Act only requires the existence of futures trading within a certain class (e.g. “natural gas”) in order for all items within that class (e.g. “West Coast” natural gas) to be considered commodities.” The court in Rao also used the My Big Coin Pay language to determine that two other non-Bitcoin and ether digital assets also qualify as commodities. The CFTC has further classified other digital assets as commodities in its own enforcement settlement orders and complaints.

While both the SEC and CFTC continue to develop distinct positions with respect to digital asset classification and jurisdiction, the U.S. Congress is also moving forward with legislation that would definitively clarify jurisdiction over digital assets between the two agencies. In addition, the House of Representatives and the U.S. Senate have been considering and may continue to consider, legislation that may provide the SEC, CFTC and certain other regulatory agencies with clearer digital asset market oversight mandates. Notwithstanding the conclusions we may draw based upon existing applicable law and regulations, new case law precedent, market practices and digital asset architecture and offering histories, there is no certainty that the SEC will not determine that a particular digital asset is a “security” under applicable law at some point in the future.

We currently trade our digital asset holdings primarily on non-U.S. digital asset exchanges, which may subject us to regulatory uncertainty in foreign jurisdictions.

We currently buy and sell digital assets primarily on non-U.S. exchanges consistent with the regulatory frameworks applicable to such foreign jurisdictions and outside of the regulatory purview of the SEC. A portion of our digital asset trading activities occur on regulated exchanges located in the European Union (“EU”). In 2023, the EU passed MiCA. This EU Regulation went into effect gradually in June 2024 and provides a clear framework for offering and trading digital assets, without requiring a determination of the security status of a particular digital asset. While several foreign jurisdictions have taken a broad-based approach to classifying digital assets as “securities,” other foreign jurisdictions, such as the EU, Switzerland and Singapore, have adopted a narrower approach. As a result, certain digital assets may be deemed to be a “security” under the laws of some jurisdictions but not others. Various foreign jurisdictions may, in the future, adopt additional laws, regulations or directives that affect the characterization of digital assets as “securities.”

During the years ended December 31, 2024 and 2023 and the period ended June 30, 2025, the Group traded our digital asset holdings primarily on a limited number of digital asset exchanges, including OKX, Binance, BitMEX, Deribit, Bitstamp, and DBS Digital Exchange, which together accounted for a substantial majority of our digital asset trading activity. Additional exchanges are used by the Group during the ordinary course of business, but the exchanges outlined below comprise the majority of the Group’s activity.

OKX, formerly known as OKEx, is one of the largest cryptocurrency exchanges by daily volume. OKX offers spot and derivatives trading (futures, perpetuals and options). CoinShares Capital Markets utilizes OKX for trading of our proprietary strategies, and we also trade a number of contracts for our funds. OKX serves many international markets with jurisdiction-specific availability depending on local regulations.

Binance is the world’s largest crypto exchange by trading volume, offering a broad platform to trade cryptocurrencies. Like OKX, Binance offers spot, margin and derivatives trading. CoinShares Capital Markets utilizes Binance for trading of our proprietary strategies, and we also trade a number of contracts for our funds.

BitMEX is a crypto derivatives exchange, historically focused on Bitcoin-based products focused, now focused on perpetual futures and leveraged trading, using bitcoin as collateral. CoinShares Capital Markets utilizes BitMEX for trading of our proprietary strategies.

58

Table of Contents

Deribit is a leading crypto derivatives exchange, focused on Bitcoin and Ethereum options trading. Deribit was acquired by Coinbase in 2025. CoinShares Capital Markets utilizes Deribit for trading of our proprietary strategies.

Bitstamp, founded in 2011, is one of the longest-running crypto exchanges. It was founded as a European-focused alternative to the exchange Mt. Gox, accepting fiat deposits from within the EU’s Single Euro Payments Area. In April 2016, the Luxembourgish government granted a license to Bitstamp to be fully regulated in the EU as a payment institution, allowing it to do business in all 28 EU member states. Bitstamp was acquired by RobinHood Markets in 2025. CoinShares Capital Markets utilizes Bitstamp for trading of our proprietary strategies and hedging of our flow from liquidity provisioning activities.

DBS Digital Exchange (DDEx) is a Singapore-based, institutionally-focused digital asset exchange run by DBS Bank, supporting institutional and accredited investors, rather than mass retail. DDEx supports both spot trading of a limited universe of digital assets and some security tokens. CoinShares Capital Markets utilized DDEx for Liquidity Provisioning activities.

We may be classified as a passive foreign investment company now or in the future, which could result in adverse U.S. federal income tax consequences to U.S. investors.

Certain adverse U.S. federal income tax rules may apply to U.S. Holders that hold shares in a PFIC for U.S. federal income tax purposes. We believe that the Company may be treated as a PFIC and Holdco may also be so treated in the taxable years including and following the consummation of the Business Combination. For a description of the material U.S. federal income tax consequences to a U.S. Holder if the Company and/or Holdco are treated as a PFIC, see the description in the section entitled “Material U.S. Federal Income Tax Considerations.”

Risks Related to Our Operations

Our investment management professionals and other key employees are a vital part of our ability to attract and retain investors and the loss of key individuals, or a significant portion of those professionals could result in a reduction of our AUM, revenues and net income.

Retaining highly skilled investment management and other in-high demand personnel is important to our ability to attract and retain our investors. The market for skilled investment management professionals and other key personnel is highly competitive. Our policy has been to provide our investment management professionals and other key personnel with a supportive professional working environment and compensation and benefits that we believe are competitive with other leading investment management firms. However, we may not be successful in retaining our investment management professionals and other key personnel and the loss of significant investment professionals or other key personnel could reduce the attractiveness of our products and services to potential and current investors and could, therefore, adversely affect our AUM, revenues and net income.

Furthermore, in 2025 there has been an escalation in the physical targeting of individuals associated with cryptocurrency wealth, including executives of prominent crypto firms and/or members of their families. These so-called “wrench attacks” seek to use physical force or intimidation, including street robbery, burglary, kidnapping and extortion, to compel a victim to surrender access to their or their firm’s digital assets. While such incidents remain rare, wrench attacks carried out in several countries in recent months received significant media attention due to the brazenness and violence of the attacks. If the frequency of attacks targeting the digital assets sector were to increase, or if there is a perception that such attacks are becoming more frequent or violent or that digital assets firms are unable to protect their employees, we may face difficulty in retaining and recruiting qualified professionals. Further, if any members of our management, our employees or their families were subject to or threatened by such an attack, we could suffer significant losses, become subject to legal proceedings, face increased regulatory scrutiny and/or suffer damage to our reputation.

We depend on information technology and any failures of or damage to, attack on or unauthorized access to our information technology systems or facilities or those of third parties with which we do business or that facilitate our business activities, including as a result of cyber-attacks, could result in significant limits on our ability to conduct our operations and activities, costs and reputational damage.

We are highly dependent upon the use of various proprietary and third-party information and security technology, software applications and other technology systems to operate our business. We are also dependent on the effectiveness of our information and cyber security infrastructure, policies, procedures and capabilities to protect our technology

59

Table of Contents

and digital systems and the data that reside on or are transmitted through them, including data provided by third parties that is significant to portions of our business and products. We use our technology to, among other things, manage and trade portfolio investments, obtain securities pricing information, process client transactions, protect the privacy of investors’, employees’ and business partners’ data, support our other operations and provide other services to our investors.

In recent years, several financial services firms suffered cyber-attacks launched both domestically and from abroad, resulting in the disruption of services to investors, loss or misappropriation of confidential data, litigation and regulatory enforcement actions and reputational harm. Cyber security incidents and cyber-attacks have been occurring globally at a more frequent and severe level. Our status as a global financial institution and the nature of our client base may enhance the risk that we are targeted by such cyber threats. Although we take protective measures, including measures to effectively secure information through system security technology, have many controls, processes, digital backup and recovery processes in place and seek to continually monitor and develop our systems to protect our technology infrastructure and data from misappropriation or corruption, our technology systems may still be vulnerable to unauthorized access as a result of an external attack, actions by employees or vendors with access to our systems, computer malware or other events that have a security impact and that result in the disclosure or release of confidential information inadvertently or through malfeasance or result in the loss (temporarily or permanently) of data, applications or systems. The third parties with which we do business or which facilitate our business activities, including financial intermediaries and technology infrastructure, data storage and service providers, are also susceptible to the foregoing risks (including those related to the third parties with which they are similarly interconnected or on which they otherwise rely) and our or their business operations and activities may therefore be adversely affected, perhaps materially, by failures, terminations, errors or malfeasance by or attacks or constraints on, one or more financial, technology or infrastructure institutions or intermediaries with whom we or they are interconnected or conduct business. Further, third-party service providers may have limited indemnification obligations to us in the event a cyber incident causes us to incur loss or damages.

A breach of our technology systems could damage our reputation and could result in the unauthorized disclosure or modification or loss of sensitive or confidential information (including client data); unauthorized disclosure, modification or loss of proprietary information relating to our business; inability to process client or company transactions and processes; breach and termination of client contracts; liability for stolen assets, information or identity; remediation costs to repair damage caused by the breach, including damage to systems and recovery of lost data; additional security costs to mitigate against future incidents; regulatory actions (including fines and penalties, which could be material) and litigation costs resulting from the incident. Such consequences could have a negative effect on our AUM, revenues and net income.

Our ability to manage and grow our business successfully can be impeded by systems and other technological limitations.

Our continued success in effectively managing and growing our business depends on our ability to integrate our varied accounting, financial, information and operational systems on a global basis, in particular as we seek to expand into North American markets. Moreover, adapting or developing the existing technology systems we use to meet our internal needs, as well as client needs, industry demands and new regulatory requirements, is also critical for our business. The introduction of new technologies presents new challenges and new potential risks to us. On an ongoing basis, we need to upgrade and improve our technology, including our data processing, financial, accounting, shareholder servicing and trading systems. Implementing any such upgrades, updates or other changes or replacements for our systems may be expensive and time-consuming, could divert management’s focus away from core business activities and may adversely affect our business if additional or unanticipated time or resources are necessary to complete any such changes to our systems. If the updated or new systems do not operate as anticipated or if other unforeseen issues arise with the transition to the new or updated systems, our business may be adversely affected. Further, we also must be proactive and prepared to implement new technology when growth opportunities present themselves, whether as a result of a business acquisition or rapidly increasing business activities in particular markets or regions. These needs could present operational issues or require significant capital and may require us to reevaluate the current value and/or expected useful lives of the technology we use, which could negatively impact our AUM, revenues, net income and liquidity.

60

Table of Contents

Our business is vulnerable to deficiencies and failures in support systems, including data management and customer service functions that could lead to breaches and errors or reputational harm, resulting in loss of investors or claims against us or our subsidiaries.

In addition to investment management, our services include sales, distribution and marketing. We must properly perform our responsibilities associated with the forgoing services, including portfolio recordkeeping and accounting, security pricing, corporate actions, investment restrictions compliance, daily NAV computations, account reconciliations and required distributions to fund shareholders. The ability to consistently and reliably perform such services is essential to our continuing success. Certain types of securities may experience liquidity constraints that could impact fair value pricing, which is dependent on certain subjective judgments that have the potential to be challenged. Any delays or inaccuracies in obtaining pricing information, processing transactions or reports, other breaches and errors and/or any inadequacies in customer service, could result in reimbursement obligations or other liabilities or alienate investors or distributors and/or claims against us. Our ability to conduct any of the foregoing actions is highly dependent on communications and information systems and on third-party service providers and their related technology systems and platforms. Certain of these processes involve a degree of manual input and thus errors could occur. In addition, our operations and processes rely on commercially available data provided by third parties as well as providers of services, including technology services and operating errors, process failures or failures to comply with data usage requirements with respect to these service providers may adversely impact us. Our data providers commonly disclaim the accuracy and completeness of data, and we do not have the ability to validate or verify the accuracy and completeness of commercially sourced datasets. Our failure to properly perform and monitor our operations, including data management or our otherwise suffering deficiencies and failures in these systems or service functions due to a failure of a third-party service provider or other key vendor could result in material financial loss or costs, regulatory actions, breach of client contracts, reputational harm or legal claims and liability, which in turn could have a negative effect on our AUM, revenues and net income.

Errors in the digital asset code or protocols may jeopardize the integrity and security of the networks and may adversely affect the value of our ETPs.

The source code of digital assets is public and may be downloaded and viewed by anyone. Despite this, there may be errors in the respective codes that may jeopardize the integrity and security of one or more of these networks. Errors in the protocols of tracked digital assets that have larger user bases, wider adoption and more developers are more likely to be identified and corrected. Errors for new protocols or those with fewer developers or lower adoption rates are more likely to face this risk. Should any such material error occur and be hard to overcome and/or easy to exploit improperly, the value of the associated digital asset will decrease, which in turn would affect the value of the ETPs negatively.

Risks of 51 percent attacks may materially damage confidence in digital assets and adversely affect the value of our ETPs.

The decentralized global P2P-network (peer-to-peer) of nodes making up the network for any particular digital asset should, to achieve high security, be spread across several participants. Should one participant control over 50% of all capacity to verify transactions in the network, there is a risk that such participants will be able to verify 100% of all transactions and thus earn all the rewards in the network. As private keys are needed to create transactions, the participant should not be able to create new transactions, however, the participant may in certain circumstances delete recent transactions. In practice, this would be impossible to accomplish without being discovered and it is difficult to see a scenario in which the participant would be able to achieve a financial profit. As protocols develop and mature and adoption increases among developers, this concentration risk diminishes. Such a scenario would however be likely to materially damage confidence in the digital asset and tracked digital assets in general and adversely affect their prices, which in turn would adversely affect the value of our ETPs.

Risks of “cancer” nodes may adversely affect confidence in a digital asset’s underlying protocol and adversely affect the value of our ETPs.

This form of attack involves one or more malicious actors propagating “cancer nodes” to isolate certain users from the legitimate digital asset network. If a targeted user is surrounded by such cancer nodes they may be placed on a separate network, allowing the malicious actor(s) to relay only blocks created by the separate network in order

61

Table of Contents

to open the target to the risk of double-spending attacks or to cut them off from the relevant digital asset community entirely by not relaying any new block. Software programs exist to make such attacks more difficult to achieve through limitation of the number of outbound connections through which a user may be connected to the digital asset network. Such a scenario would however be likely to materially damage confidence in the digital asset concerned and in digital assets in general and adversely affect their prices. Should such a loss of confidence in the underlying protocol occur, the value of the associated digital asset will decrease, which in turn would affect the value of the ETPs.

Risks of double-spending may adversely affect confidence in a digital asset’s underlying protocol and adversely affect the value of our ETPs.

This form of attack involves one or more malicious actors creating a valid new block which contains an instance of a double-spend transaction. The release of the new block is timed so as to be added to the relevant blockchain before a target user’s legitimate transaction can be included in a block. Such attacks are expensive to co-ordinate and require great speed and accuracy. They are most likely to be effective where a transaction requires zero-confirmations. Relying on multiple confirmations is believed to be an effective means of defense. Adjusting a user’s software program to connect only to other well-connected nodes and to disable incoming connections is an additional precaution that can be taken. Such a scenario would however be likely to materially damage confidence in the digital asset concerned and in digital assets in general and adversely affect their prices. Should such a loss of confidence in the underlying protocol occur, the value of the associated digital asset will decrease, which in turn would affect the value of the ETPs.

Digital assets are subject to storage-related risks, which may impact the value of such digital assets.

Digital assets reside on the public blockchain in a distributed ledger. Evidence of ownership is not recorded by a central authority at a single location but rather distributed among a network of users. The ledger in a public blockchain is transparent, and everyone can view the public addresses to which digital assets can be sent. However, to evidence ownership of the digital assets from a particular address and transfer them to another address requires the use of a private cryptographic key. The private cryptographic key is the sole way to evidence ownership, and whoever controls that key controls the digital assets held at its public addresses. As a result, securing the private keys that enable assets to be transferred is crucial to safeguarding ownership and control of the assets.

Storage of private keys is constantly evolving and there are now multiple methods to store the keys and multiple security protocols governing access to the private keys. One of the most popular methods is to independently hold private keys either in paper or electronic form. Independent storage of private keys involves the primary risk of permanent loss of such key, which in turn would result in the permanent loss in the ability to evidence ownership in the digital assets (including cryptocurrencies) linked to that private key. This could be either through forgetting encryption passwords to access keys or losing the recovery seed to hardware wallets. Alternatively, investors may underestimate the requirement to ensure effective backups of keys, risking the loss of their investments if the medium used to physically store private keys was to fail, rendering the digital assets inaccessible and incapable of being realized. Instances of investors losing access to digital assets may adversely affect the levels of adoption and use of digital assets (including cryptocurrencies), as well as investor sentiment towards them. This could adversely affect the price of digital assets and consequently the value of an investment in ETPs.

We will partner with reputable specialist institutional crypto custody firm(s) to minimize the risk of loss of assets. Institutional custodian solutions may vary in their specific security implementation and process. However, they often will offer duplicate high security wallets or vaults for safekeeping of private keys with elaborate security protocols surrounding access to such keys and withdrawals from addresses associated with the private keys stored or encrypted in the vault. Such arrangements offer high levels of security versus other ways of holding digital assets.

However, there is no guarantee than these arrangements fully protect from loss of assets. Furthermore, such elaborate security protocols may delay access to assets, either as a normal aspect of operational procedure or in the event the custodian were to experience any kind of systematic failure relating to technology, process or people. Either of these situations could result in a loss in cases where the price of the relevant digital assets moves adversely.

The jurisdiction or geography in which private keys are stored by the custodian firm, in case they are stored physically or on paper, may also affect the ability of an investor to withdraw assets in instances where regulation changes. A successful hacking attempt on a reputable custodian may (i) adversely affect the levels of adoption and use of digital assets (including cryptocurrencies), (ii) investor sentiment towards them, and (iii) adversely affect the price of digital assets and consequently the value of an investment in ETPs.

62

Table of Contents

Our custodians are subject to storage risks related to digital assets.

Our continued success in effectively managing and growing our business depends on our ability to integrate our varied custodians. Komainu (Jersey) Limited (“Komainu”), a company owned by Nomura Holdings Inc., the Japanese Investment Bank, Ledger SA, the specialist cyber security company and CoinShares, as well as Zodia Custody Limited (“Zodia”) (collectively the “Custodians”), are custodians to our digital assets.

As of June 30, 2025, we held digital assets in the custody of Komainu and Zodia of $3.7 billion and $0.5 billion, respectively. The digital assets held by the Custodians are stored within cold wallets. The private keys related to the digital assets held by the Custodians are accessible to and stored securely by the Custodians.

The Custodians employ industry-standard custody technologies, including hardware security modules (“HSMs”) and multi-party computation (“MPC”) frameworks, to protect private keys and prevent unauthorised access. Under these arrangements, private keys are generated, stored and used within secure environments, and no single individual or system has unilateral control over private key material.

Digital assets are held in segregated wallets and recorded by the Custodians as held for the benefit of the Company. The existence and ownership of such assets are validated through daily reconciliations between Custodians’ records, the Company’s internal records and publicly available blockchain data. In addition, the Company receives independent daily on-chain verification reports from a third-party service provider, The Network Firm.

Custodians’ custody platforms and related software controls are subject to independent examination through Service Organization Control (“SOC”) reports, which assess the design and operating effectiveness of relevant controls, including access controls and change management.

While these measures are designed to provide reasonable assurance regarding the existence, ownership and security of digital assets, the Company remains exposed to risks associated with reliance on third-party Custodians.

It is a possibility that the custodian or a system interfacing with the custodian could be subject to a hacking attempt or to risks specific to their respective custody solutions, signature environments and/or control and security standards (e.g. cold storage solution, physical storage, signature set-ups, cryptographic key management, back-up plans). Such attempt(s) if successful could result in the loss of digital assets or make it impossible for us to create or redeem ETPs. Any loss of digital assets held by the custodian will not be recoverable by other assets and security holders could suffer a loss as they cannot realize the full value of their investment.

Any insurance coverage obtained by or for the Custodians is solely for the benefit of the Custodians and does not guarantee or insure the Company in any way. There is no third-party insurance held by the Company on the digital assets in custody.

Disruptions in the markets, to market participants and to the operations of third parties whose functions are integral to our exchange-traded fund (“ETF”), exchange-traded product (“ETP”) and other related investment platforms may adversely affect the prices at which ETFs, ETPs and other related investment platforms trade, particularly during periods of market volatility.

The trading price of an ETF’s or ETP’s shares or units fluctuates continuously throughout trading hours. While an ETF’s and ETP’s creation/redemption feature and the arbitrage mechanism are designed to make it more likely that the ETF’s or ETP’s shares or units normally will trade at prices close to the ETF’s or ETP’s NAV, exchange prices may deviate significantly from the NAV. ETF and ETP market prices are subject to numerous potential risks, including significant market volatility; imbalances in supply and demand; trading halts invoked by a stock exchange; and inability or unwillingness of market makers, authorized participants, settlement systems or other market participants to perform functions necessary for an ETF’s or ETP’s arbitrage.

If market events lead to instances where an ETF or ETP trades at prices that deviate significantly from the ETF’s or ETP’s NAV or indicative value or trading halts are invoked by the relevant stock exchange or market, investors may lose confidence in ETF or ETP products and sell their holdings, which may cause our AUM, revenue and net income to decline.

63

Table of Contents

The recent advancements in and increased use of AI present risks and challenges that may adversely impact our business.

We or our third-party vendors, investors or counterparties have developed and may continue to develop or incorporate AI technology in certain business processes, services or products. The development and use of AI present a number of risks and challenges to our business. The legal and regulatory environment relating to AI is uncertain and rapidly evolving, in the U.S. and internationally and includes regulation targeted specifically at AI technology, as well as provisions in intellectual property, privacy, consumer protection, employment and other laws applicable to the use of AI. These evolving laws and regulations could require changes in our implementation of AI technology, increase our compliance costs and the risk of non-compliance and restrict or impede our ability to develop, adopt and deploy AI technologies efficiently and effectively. AI models, particularly generative AI models, may produce output or take action that is incorrect or outdated, that result in the release of personal, confidential or proprietary information, that reflect biases included in the data on which they are trained or introduced during the training or fine tuning process, that infringe on the intellectual property rights of others or that is otherwise harmful. In addition, the complexity of many AI models makes it challenging to understand why they are generating particular outputs. This limited transparency increases the challenges associated with assessing the proper operation of AI technology, understanding and monitoring the capabilities of the AI technology developed by third parties and, to that extent, are dependent in part on the manner in which those third parties develop and train their models. This results in risks arising from the inclusion of any unauthorized material in the training data for their models and the effectiveness of the steps these third parties have taken to limit the risks associated with the output of their models, matters over which we may have limited visibility. Any of these risks could expose us to liability or adverse legal or regulatory consequences and harm our reputation and the public perception of our business or the effectiveness of our security measures. In addition to our use of AI technologies, we are exposed to risks arising from the use of AI technologies by bad actors to commit fraud and misappropriate funds and to facilitate cyberattacks. Generative AI, if used to perpetrate fraud or launch cyberattacks, could result in losses, liquidity outflows or other adverse effects at a particular financial institution or exchange. If our use of AI becomes controversial, we may experience brand or reputational harm, competitive harm or legal liability.

Failure to comply with client contractual requirements and/or investment guidelines could result in costs of correction, damage awards and/or regulatory fines and penalties against us and loss of revenues due to client terminations.

Many of the investment management agreements under which we manage assets or provide products or services specify investment guidelines or requirements, such as adherence to investment restrictions or limits, that we are required to observe in the provision of our services. Laws and regulations impose similar requirements for certain investment products. A failure to comply with these guidelines or requirements could result in damage to our reputation or in our investors seeking to recover losses, withdrawing their assets or terminating their contracts. Regulators likewise may commence enforcement actions for violations of such requirements, which could lead to fines and penalties against CoinShares, which could cause our AUM, revenues and net income to decline. We maintain various compliance procedures and other controls to seek to prevent, detect and correct such errors. Significant errors by CoinShares could impact our reputation, AUM, revenues, net income or liquidity.

We primarily trade our digital asset holdings in secondary market transactions on non-U.S. digital asset exchanges that blindly match buyers and sellers, which have been determined to be non-securities transactions by a U.S. federal court.

On July 13, 2023, in SEC v. Ripple Labs, et al., 20-cv-10832 (S.D.N.Y) (“Ripple Labs”), in a ruling on both parties’ motions for summary judgment, the court distinguished between bilateral, contractual sales of XRP from Ripple (the issuer) to institutional investors and “programmatic” sales of XRP on secondary markets that facilitate trading through an order book that blindly matches buy and sell orders (“Programmatic Trading”). The court found that while the initial XRP sales satisfied the Howey test and therefore constituted securities under U.S. federal securities laws, the court held that XRP underlying Programmatic Trading did not constitute a security under Howey. Various foreign jurisdictions may, in the future, adopt additional laws, regulations or directives that affect the characterization of digital assets as “securities.”

64

Table of Contents

While the ruling in Ripple Labs is not definitive and other courts have taken dissimilar positions with respect to other digital assets, some of our interaction with digital assets is in connection with Programmatic Trading activities (i.e., we generally purchase, sell and hold digital assets through exchanges that operate blind matching engines). Ultimately, none of the digital assets that comprise a material portion of our digital asset holdings have been conclusively determined to be a security by the SEC or any U.S. court.

If we determine that any digital asset, held by a grantor trust in respect of which we or any of our affiliates acts as sponsor (each a “Trust”), is a security under the federal securities laws, whether that determination is initially made by us, or because a federal court upholds an allegation that the digital asset is a security, we do not intend to permit the Trust to continue holding such digital asset in a manner that would cause the Trust to be an “investment company” under the Investment Company Act of 1940 or otherwise violate the federal securities laws. In such circumstances, we would expect either to dissolve the Trust or to seek to restructure or operate the Trust in a way that complies with applicable securities laws.

Because the legal standards for determining whether a digital asset is or is not a security often leave room for interpretation, we intend, so long as we have good faith grounds to conclude that the Trust’s holdings are not securities, to continue to operate the Trust as a grantor trust and not to dissolve it merely on the basis that a digital asset could at some future point be determined to be a security.

Any enforcement action by the SEC or a state securities regulator asserting that a digital asset is a security, or a court decision to that effect, would be expected to have an immediate and material adverse effect on the trading value of the digital asset, as well as on the Shares of the Trust. This is because most digital assets, and the grantor trust structures that hold them, are not designed to operate within the framework of securities regulation. If a digital asset were determined to be a security, it would likely become difficult or impossible for such asset to be traded, cleared, or custodied in the United States through the same channels used by non-security digital assets. This in turn would be expected to adversely affect the liquidity of the asset, the ability of market participants to convert it into U.S. dollars, and the value of the Trust’s shares.

Our information regarding prior performance may not prove to be reflective of future results.

Information regarding prior performance is not necessarily indicative of actual results to be achieved for unrealized investments, the realization of which is dependent upon many factors, many of which are beyond CoinShares’ control. Further, there can be no assurance that the valuations for unrealized investments on which prior performance is calculated accurately reflect the amounts for which the subject investments will be sold and the actual realized returns may differ materially from such valuations. Any information presented in this proxy statement/prospectus is not intended to suggest CoinShares would make all of the same or similar investments, or would have the same or similar performance. Accordingly, prospective investors should not construe such performance as providing any assurances regarding the future performance of CoinShares.

CoinShares has identified material weaknesses in its internal control over financial reporting. If CoinShares and Holdco are unable to remediate these material weaknesses or identify additional material weaknesses, it could lead to errors in Holdco’s financial reporting, which could adversely affect Holdco’s business and the market price of Holdco’s securities.

As a public company in Sweden, CoinShares has not been required to document and test its internal controls over financial reporting nor has management been required to certify the effectiveness of its internal controls and its auditors have not been required to opine on the effectiveness of its internal control over financial reporting. Following the Business Combination, Holdco will become subject to Section 404 of the Sarbanes-Oxley Act upon filing its second annual report, which requires public companies to include a report of management on their internal control over financial reporting in certain of its filings. In addition, when Holdco is no longer an emerging growth company, its independent registered public accounting firm must attest to and report on the effectiveness of Holdco’s internal control over financial reporting.

CoinShares has identified material weaknesses in its internal control over financial reporting. In the course of auditing the CoinShares financial statements as of and for the years ended December 31, 2024 and 2023 and reviewing the CoinShares interim financial statements as of June 30, 2025 and for the period ended June 30, 2025 and 2024, CoinShares and its independent registered public accounting firm identified material weaknesses in the internal control over financial reporting of CoinShares as of December 31, 2024 and 2023, and for the periods then ended

65

Table of Contents

and June 30, 2025 and the periods ended June 30, 2025 and 2024 (the “Reporting Periods”). As defined in standards established by the PCAOB, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis.

As of the Reporting Periods, the material weaknesses identified relate to (i) inadequate design and implementation of internal controls as it relates to the application of IFRS and with our financial reporting processes, including but not limited to accounting for digital assets, accounting for investments in associates, and accounting for share-based payments; (ii) the fact that policies and procedures with respect to the review, supervision and monitoring of our accounting and reporting functions, including IT general controls, were either not designed and in place, or not operating effectively. These material weaknesses resulted in restatements of our previously issued financial statements and included additional statement of financial position and other reclassifications during the course of the audit and review processes.

As a result, CoinShares is in the process of designing and implementing the following measures to strengthen its financial reporting capabilities and create an internal audit function. CoinShares is taking the following actions: (1) CoinShares is hiring additional accounting and finance resources with appropriate technical accounting and reporting experience to execute the implementation of key controls related to various financial reporting processes. As of the date of this proxy statement/prospectus, CoinShares has enlisted the help of external advisors to provide assistance in the areas of application of IFRS; (2) CoinShares intends to improve the documentation of its internal controls over financial reporting, evaluate, test and where applicable remediate deficiencies in its internal controls over financial reporting, including those that operate at a sufficient level of precision and frequency or that evidence the performance of the control and will enlist the help of external advisors to provide assistance in the areas of internal controls over financial reporting in the short term, and evaluate the longer-term resource needs of our accounting staff; and (3) CoinShares seeks to assess, and, as necessary, design and implement enhancements to such controls and related processes.

As of the date of this proxy statement/prospectus, CoinShares is in the early stages of designing and implementing a plan to remediate the material weaknesses identified. For instance, CoinShares has planned an assessment of its internal control gaps by specialized consultants, as well as the adoption of processes and corrections of controls arising from this evaluation. CoinShares notes that these remediation efforts will require validation and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles. As a result, the timing of when CoinShares will be able to fully remediate the material weaknesses is uncertain. While CoinShares is working to remediate the material weaknesses as timely and efficiently as possible, at this time CoinShares cannot provide an estimate of the time it will take to fully complete this remediation plan.

All internal control systems, no matter how well designed, have inherent limitations including the possibility of human error and the circumvention or overriding of controls. Further, because of changes in conditions, the effectiveness of internal controls may vary over time. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Accordingly, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

CoinShares cannot be certain that these measures will successfully remediate the material weaknesses or that other material weaknesses will not be discovered in the future. If CoinShares’ efforts are not successful or other material weaknesses or control deficiencies occur in the future, CoinShares may be unable to report its financial results accurately or on a timely basis or identify or prevent fraud, which could cause its reported financial results to be materially misstated and result in the financial statements having to be restated or loss of investor confidence and cause the market price of Holdco’s securities to decline. In addition, it could in turn lead to the delisting of Holdco’s securities from the exchange on which they are listed and limit Holdco’s ability to raise additional capital. Additionally, ineffective internal control over financial reporting could expose it to increased risk of fraud or misuse of corporate assets and subject it to potential regulatory investigations, civil or criminal sanctions and litigation and related damages.

Holdco will be subject to the Sarbanes-Oxley Act. In the course of satisfying the management reporting requirements of Section 404 of the Sarbanes-Oxley Act, Holdco’s management may conclude that its internal control over financial reporting is not effective. Moreover, even if Holdco’s management concludes that its internal control over financial reporting is effective, its independent registered public accounting firm, after conducting such public

66

Table of Contents

accounting firm’s own independent testing, may issue a report that is qualified if it is not satisfied with Holdco’s internal controls or the level at which its controls are documented, designed, operated or reviewed, or if such public accounting firm interprets the relevant requirements differently from Holdco. In addition, Holdco’s reporting obligations may place a significant strain on its management, operational and financial resources and systems and its management may be unable to complete its evaluation testing and any required remediation on a timely basis.

During the course of documenting and testing its internal control procedures, in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, Holdco may identify other weaknesses and deficiencies in its internal control over financial reporting. In addition, if Holdco fails to maintain the adequacy of its internal control over financial reporting it may not be able to conclude, on an ongoing basis, that it has effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Any failure to implement and maintain effective internal controls over financial reporting could adversely affect the results of assessments by its independent registered public accounting firm and their attestation reports. The failure of Holdco’s management or its independent registered public accounting firm to be able to attest to the adequacy of its internal control over financial reporting could have a material adverse effect on its business, financial condition and results of operations and the market price of Holdco’s securities.

Risks Related to Holdco’s Securities Following the Consummation of the Business Combination.

The requirements of being a public company in the United States, if the Proposed Business Combination is completed, may strain the Combined Company’s resources and divert management’s attention and the increases in legal, accounting and compliance expenses that will result from being a public company in the United States may be greater than we anticipate.

Requirements associated with being a public company in the United States will require significant resources and management attention. After the completion of this offering, we will become subject to certain reporting requirements of the Exchange Act and the other rules and regulations of the SEC and Nasdaq. We will also be subject to various other regulatory requirements, including the Sarbanes-Oxley Act. We expect these rules and regulations to increase our legal, accounting and financial compliance costs and to make some activities more time-consuming and costly. For example, we expect that these rules and regulations may make it more difficult and more expensive for us to obtain directors’ and officers’ liability insurance, which could make it more difficult for us to attract and retain qualified members of our board of directors. We cannot predict or estimate the amount of additional costs we will incur as a public company or the timing of such costs. In addition, complying with rules and regulations and the increasingly complex laws pertaining to public companies will require substantial attention from our senior management, which could divert their attention away from the day-to-day management of our business. These cost increases and the diversion of management’s attention could materially and adversely affect our business, results of operations and financial condition. We will also need to hire additional personnel to support our financial reporting function and may face challenges in doing so.

Holdco may lose its foreign private issuer status which would then require it to comply with the Exchange Act’s domestic reporting regime and cause it to incur significant legal, accounting and other expenses.

For so long as Holdco qualifies as a foreign private issuer, it is not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act applicable to U.S. domestic issuers. Holdco may no longer be a foreign private issuer as early as December 31, 2026 which would require Holdco to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act applicable to U.S. domestic issuers. In order to maintain its current status as a foreign private issuer, as of the last business day of the most recently completed second fiscal quarter that follows the consummation of the Business Combination, either (a) a majority of Holdco’s securities must be either directly or indirectly owned of record by non-residents of the United States or (b)(i) a majority of Holdco’s executive officers or directors cannot be United States citizens or residents, (ii) more than 50% of Holdco’s assets must be located outside the United States and (iii) Holdco’s business must be administered principally outside the United States. If Holdco loses its status as a foreign private issuer, Holdco would be required to comply with the Exchange Act reporting and other requirements applicable to U.S. domestic issuers, which are more detailed and extensive than the requirements for foreign private issuers. Holdco may also be required to make changes in its corporate governance practices in accordance with various SEC and Nasdaq rules. For example, the annual report on Form 10-K requires domestic issuers to disclose executive compensation information on an individual basis with specific disclosure regarding the domestic compensation philosophy, objectives, annual

67

Table of Contents

total compensation (base salary, bonus, and equity compensation) and potential payments in connection with change in control, retirement, death or disability, while the annual report on Form 20-F permits foreign private issuers to disclose compensation information on an aggregate basis. Holdco would also have to mandatorily comply with U.S. federal proxy requirements, and Holdco’s officers, directors, and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act.

The regulatory and compliance costs to Holdco under U.S. securities laws if it is required to comply with the reporting requirements applicable to a U.S. domestic issuer may be significantly higher than the costs Holdco would incur as a foreign private issuer. As a result, Holdco expects that a loss of foreign private issuer status would increase its legal and financial compliance costs and is likely to make some activities highly time consuming and costly. Holdco also expects that if it was required to comply with the rules and regulations applicable to U.S. domestic issuers, it would make it more difficult and expensive for Holdco to obtain director and officer liability insurance, and Holdco may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These rules and regulations could also make it more difficult for Holdco to attract and retain qualified members of its board of directors.

Holdco may qualify as an “emerging growth company” and Holdco cannot be certain if the reduced reporting and disclosure requirements applicable to “emerging growth companies” will make Holdco’s securities less attractive to investors.

Holdco may qualify as an “emerging growth company” as defined in the JOBS Act, and Holdco may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including the auditor attestation requirements of Section 404 of the Sarbanes Oxley Act, disclosure obligations regarding executive compensation in Holdco’s periodic reports, and the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Holdco will remain an “emerging growth company” until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of the Business Combination, (b) in which Holdco has a total annual gross revenue of at least $1.235 billion, or (c) in which Holdco is deemed to be a large accelerated filer; and (ii) the date on which Holdco has issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

Holdco cannot predict if investors will find its securities less attractive if Holdco chooses to rely on these exemptions. If some investors find Holdco’s securities less attractive as a result, there may be a less active trading market for Holdco’s securities, and the price of Holdco’s securities may be more volatile.

Holdco will be subject to reporting requirements. If Holdco fails to comply or lacks the appropriate internal controls, it could be subject to sanctions or investigations by the SEC or other regulatory authorities.

As a publicly-traded company in the United States, Holdco will be subject to the reporting requirements of the Exchange Act and Sarbanes Oxley Act. As a public company in Sweden, CoinShares has not been required to document and test its internal controls over financial reporting nor has management been required to certify the effectiveness of its internal controls and its auditors have not been required to opine on the effectiveness of its internal control over financial reporting. In addition, CoinShares’ subsidiaries prepare separate financial statements under local GAAP for statutory purposes, and therefore differences in financial reporting under IFRS may occur. Accordingly, Holdco will be required to establish and maintain internal controls over financial reporting and disclosure controls and procedures and to comply with certain of these requirements. Even when such controls are implemented, Holdco will not be able to guarantee that its internal controls and disclosure controls and procedures will prevent all possible errors.

Because of the inherent limitations in all control systems, no system of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Holdco’s business have been detected. These inherent limitations include the possibility that judgments in decision-making can be faulty and subject to simple error or mistake, which may be heightened due to decentralized organizational model governing CoinShares’ subsidiaries where they are largely responsible for and conduct the business independently. Furthermore, controls can be circumvented by individual acts of some persons, by collusion of two or more persons, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and any system of controls may not succeed in achieving its stated goals under all potential future

68

Table of Contents

conditions. Over time, measures of control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate. Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

If Holdco is not able to comply with the financial reporting requirements of Regulation S-X or the requirements under the Sarbanes-Oxley Act in a timely manner, or if it is unable to maintain proper and effective internal controls, it may not be able to produce timely and accurate financial statements as required under the financial reporting requirements of the Securities and Exchange Act of 1934. If that were to happen, the market price of Holdco’s could decline, and it could be subject to sanctions or investigations by the SEC or other regulatory authorities.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of Holdco’s securities may decline.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of Holdco’s securities may decline. The market values of these securities at the time of the Business Combination may vary significantly from their prices on the date the Business Combination Agreement was executed, the date of this proxy statement/prospectus or the date on which Vine Hill’s shareholders vote on the Business Combination. Because the number of shares to be issued pursuant to the Business Combination Agreement is based on the per share value of the amount in the Trust Account and will not be adjusted to reflect any changes in the market price of Vine Hill Public Shares’, the market value of Holdco Ordinary Shares and securities convertible into or exercisable for Holdco Ordinary Shares issued in the Business Combination may be higher or lower than the values of these securities on earlier dates.

In addition, following the Business Combination, Holdco Ordinary Shares will not have any redemption rights like the Vine Hill Public Shares had and fluctuations in the price of Holdco Ordinary Shares could contribute to the loss of all or part of your investment. The trading price of Holdco Ordinary Shares following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond Vine Hill’s, CoinShares’ or Holdco’s control. Inflationary pressures, increases in interest rates and other adverse economic and market forces may contribute to potential downward pressures in market value of Holdco Ordinary Shares. Additionally, any of the risk factors discussed in this proxy statement/prospectus could have a material adverse effect on your investment and Holdco Ordinary Shares may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of Holdco Ordinary Shares may not recover and may experience a further decline.

Broad market and industry factors may materially harm the market price of Holdco Ordinary Shares irrespective of CoinShares’ operating performance. The stock market in general and Nasdaq specifically, has experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, you may not be able to sell your securities at or above the price at which they were acquired. A loss of investor confidence in the market for the stocks of other companies which investors perceive to be similar to Holdco could depress the price of Holdco Ordinary Shares regardless of Holdco’s business, prospects, financial conditions or results of operations. A decline in the market price of Holdco’s securities also could adversely affect Holdco’s ability to issue additional securities and Holdco’s ability to obtain additional financing in the future.

Even if Vine Hill consummates the Business Combination, there is no guarantee that the Vine Hill Public Warrants will ever be in the money and they may expire worthless.

Upon consummation of the Business Combination, the Vine Hill Public Warrants will become Holdco Warrants. The exercise price for the Holdco Warrants will be $11.50 per Holdco Ordinary Share, subject to adjustment. There is no guarantee that the Holdco Warrants, following the Business Combination, will ever be in the money prior to their expiration and as such, the Holdco Warrants may expire worthless.

The Holdco Warrants may have an adverse effect on the market price of the Holdco Ordinary Shares.

Vine Hill issued 11,000,000 Vine Hill Public Warrants to purchase 11,000,000 Vine Hill Class A Shares as part of the Vine Hill Units offered in the Vine Hill IPO. Upon the closing of the Business Combination, the Holdco Warrants will entitle the holders to purchase shares of Holdco Ordinary Shares. Such Holdco Warrants, when exercised, will increase the number of issued and outstanding shares and may reduce the market price of the Holdco Ordinary Shares.

69

Table of Contents

Risks Related to the Business Combination and Vine Hill

There may be significant redemptions by Vine Hill Public Shareholders in connection with the Business Combination, which may leave the Combined Company under-capitalized.

As of September 30, 2025, there was $231.5 million in the Trust Account. There can be no assurances that we will be able to retain all of the cash in the Trust Account. In particular, if a significant number of Vine Hill Public Shareholders exercise their redemption right in connection with the Business Combination, the amount of cash left remaining in the Trust Account upon consummation of the Business Combination will be lower than contemplated. Any such shortfall will reduce the amount of available working capital for Holdco, which may adversely affect Holdco’s business, financial condition and results of operations.

You may be unable to ascertain the merits or risks of CoinShares’ operations.

If the Business Combination is consummated, Holdco will be affected by numerous risks inherent in CoinShares’ business. Although Vine Hill’s management has endeavored to evaluate the risks inherent in the proposed Business Combination, Vine Hill cannot assure you that it can adequately ascertain or assess all of the significant risk factors. Further, some of these risks may be outside of Vine Hill’s and CoinShares’ control. Vine Hill also cannot assure you that an investment in Holdco’s securities will not ultimately prove to be less favorable to investors in Vine Hill than a direct investment, if an opportunity were available, in CoinShares. In addition, if Vine Hill Public Shareholders do not believe that the prospects for the Business Combination are promising, a greater number of Vine Hill Public Shareholders may exercise their redemption rights, which may make it difficult for Vine Hill to consummate the Business Combination.

There is no assurance that Vine Hill’s due diligence will reveal all material risks that may be present with regard to CoinShares. Subsequent to the completion of the Business Combination, Holdco may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition and its share price, which could cause you to lose some or all of your investment.

Vine Hill cannot assure you that the due diligence Vine Hill has conducted on CoinShares will reveal all material issues that may be present with regard to CoinShares or that it would be possible to uncover all material issues through a customary amount of due diligence or that risks outside of Vine Hill’s and CoinShares’ control will not later arise. CoinShares is aware that Vine Hill must complete an initial business combination by May 19, 2026 (or such other date as approved by Vine Hill’s shareholders). Consequently, CoinShares may have obtained leverage over Vine Hill, knowing that if Vine Hill does not complete the Business Combination, Vine Hill may be unlikely to be able to complete an initial business combination with any other target business prior to such deadline.

CoinShares operates in a highly competitive, regulated industry and CoinShares’ business and platform operations continue to change and evolve. There are no assurances that the business combination with CoinShares will be as profitable as expected, if at all, for CoinShares, Vine Hill and their respective security holders. As a result of these factors, Holdco may be forced to later write-down or write-off assets, restructure operations or incur impairment or other charges that could result in reporting losses.

Even if Vine Hill’s due diligence successfully identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with Vine Hill’s preliminary risk analysis. Even though these charges may be non-cash items and would not have an immediate impact on Vine Hill’s or Holdco’s liquidity, the fact that charges of this nature are reported could contribute to negative market perceptions about CoinShares or Vine Hill and Holdco’s securities. In addition, charges of this nature, if any, may cause Holdco to violate leverage or other covenants to which it may be (or in the future become) subject as a result of any financing that may be obtained by Holdco after the consummation of the proposed Business Combination transaction. Accordingly, any Vine Hill shareholders who choose to remain shareholders of Holdco following the Business Combination could suffer a reduction in the value of their shares.

70

Table of Contents

Past performance by any member of the Vine Hill management team or Vine Hill Board, the Sponsor or any of their respective affiliates, may not be indicative of future performance of an investment in Vine Hill or Holdco.

Past performance by any member of Vine Hill’s management team or the Vine Hill Board, including persons who are public figures, the Sponsor or any of their respective current or former affiliates or entities related to one or more of them, is not a guarantee of success with respect to the Business Combination. You should not rely on the historical record of any member of Vine Hill’s management team or the Vine Hill Board, including any such persons who are public figures or any of their respective current or former affiliates or entities related to one or more of them or any of the investment performance of any of the foregoing, as indicative of the future performance of an investment in Vine Hill or Holdco or the returns Vine Hill or Holdco may (or may not), generate going forward. Additionally, the involvement of a public figure in any business venture does not constitute a guarantee of any such success and you should not make an investment decision regarding the Business Combination based on the involvement of such public figures. You are urged to read carefully and consider independently, all of the information contained in this proxy statement/prospectus and in Holdco’s public filings after the Closing, including the financial statements and other information incorporated herein and therein, including, without limitation, under the headings “Risk Factors” and “The Business Combination Proposal — Certain Interests of Vine Hill’s Directors and Officers and Others in the Business Combination.” You are advised, in your sole discretion, to consult with your own financial and other advisors before you make investment decisions about buying or selling CoinShares, Vine Hill or Holdco securities. Involvement or past performance by persons associated with any of Vine Hill, CoinShares, Holdco or any other businesses, entities or persons affiliated or associated with any of them, including public figures, does not guarantee that the Business Combination, Vine Hill, CoinShares or Holdco will be successful and you should be prepared to lose your entire investment.

There are risks to Vine Hill’s shareholders who are not affiliates of the Sponsor of becoming shareholders of Holdco through the Business Combination rather than acquiring interests in CoinShares directly in an underwritten public offering, including no independent due diligence review by an underwriter.

There is no independent third-party underwriter involved in the Business Combination or the issuance of Holdco securities in connection therewith. Underwritten public offerings of securities conducted by a licensed broker-dealer are subjected to a due diligence review by the underwriter or dealer manager to satisfy statutory duties under the Securities Act, the FINRA rules and the national securities exchange where such securities are listed. Additionally, underwriters or dealer-managers conducting such public offerings are subject to liability for any material misstatements or omissions in a registration statement filed in connection with the public offering.

If CoinShares became a public company through an underwritten public offering, the underwriters would be subject to liability under Section 11 of the Securities Act for material misstatements and omissions in the initial public offering registration statement. In general, an underwriter is able to avoid liability under Section 11 if it can prove that, it “had, after reasonable investigation, reasonable ground to believe and did believe, at the time the registration statement became effective, that the statements therein (other than the audited financial statements) were true and that there was no omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading.” Because CoinShares will become a U.S. publicly listed company through a business combination with Vine Hill, a SPAC, investors in Vine Hill and Holdco may not have the same remedies available to them under U.S. federal securities laws in connection with the Business Combination as they otherwise might have had if CoinShares were to have gone public in a traditional firm commitment underwritten initial public offering.

In addition, the amount of due diligence conducted by Vine Hill and its advisors in connection with the Business Combination may not be as high as would have been undertaken by an underwriter in connection with an initial public offering of CoinShares. Accordingly, it is possible that defects in CoinShares’ business or problems with CoinShares’ management that would have been discovered if CoinShares conducted an underwritten public offering will not be discovered in connection with the Business Combination, which could adversely affect the market price of Holdco securities.

Unlike an underwritten initial public offering, the initial trading of Holdco’s securities will not benefit from the book-building process undertaken by underwriters that helps to inform efficient price discovery with respect to opening trades of newly listed shares and underwriter support to help stabilize, maintain or affect the public price of the new issue immediately after listing. The lack of such a process in connection with the listing of Holdco’s securities on Nasdaq could result in diminished investor demand, inefficiencies in pricing and a more volatile public price for Holdco’s securities during the period immediately following the listing.

71

Table of Contents

If third parties bring claims against Vine Hill, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by Vine Hill Public Shareholders may be less than $10.52 per Vine Hill Public Share (based on the Trust Account balance as of September 30, 2025).

Vine Hill’s placing of funds in the Trust Account may not protect those funds from third-party claims against Vine Hill. Although Vine Hill seeks to have vendors, service providers (other than Vine Hill’s independent registered public accounting firm), prospective target businesses and other entities with which Vine Hill does business execute agreements with Vine Hill waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against Vine Hill’s assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, Vine Hill’s management will consider whether competitive alternatives are reasonably available to Vine Hill and will only enter into an agreement with such third party if management believes that such third party’s engagement would be in the best interests of Vine Hill under the circumstances. Vine Hill’s auditor, Withum Smith+Brown, PC (“Withum”), has not and will not execute an agreement with Vine Hill waiving such claims to the monies held in the Trust Account.

Examples of possible instances where Vine Hill may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of or arising out of, any negotiations, contracts or agreements with Vine Hill and will not seek recourse against the Trust Account for any reason. Upon redemption of Vine Hill Public Shares, if Vine Hill has not completed its initial business combination within the required time period or upon the exercise of a redemption right in connection with its initial business combination or certain amendments to the Vine Hill Memorandum and Articles of Association, Vine Hill will be required to provide for payment of claims of creditors that were not waived that may be brought against Vine Hill within the ten years following redemption. Accordingly, the Redemption Price received by Vine Hill Public Shareholders could be less than the $10.52 per Vine Hill Public Share (based on the Trust Account balance as of September 30, 2025 and less taxes payable and up to $100,000 of interest to pay dissolution expenses), due to claims of such creditors.

The Sponsor has agreed that it will be liable to Vine Hill if and to the extent any claims by a third party for services rendered or products sold to Vine Hill or a prospective target business with which Vine Hill has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Vine Hill Public Share and (ii) the actual amount per Vine Hill Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in value of the trust assets (less taxes payable and up to $100,000 of interest to pay dissolution expenses), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under Vine Hill’s indemnity of the underwriters of Vine Hill’s IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. Vine Hill has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of Vine Hill. The Sponsor may not have sufficient funds available to satisfy those obligations. Vine Hill has not asked the Sponsor to reserve for such obligations and therefore, no funds are currently set aside to cover any such obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the Business Combination and redemptions could be reduced to less than $10.05 per Vine Hill Public Share. In such event, Vine Hill may not be able to complete the Business Combination and you would receive such lesser amount per share in connection with any redemption of your Vine Hill Public Shares. None of Vine Hill’s directors or officers will indemnify Vine Hill for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Additionally, if Vine Hill is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against Vine Hill which is not dismissed or if Vine Hill otherwise enters compulsory or court supervised liquidation, the proceeds held in the Trust Account could be subject to applicable bankruptcy law and may be included in Vine Hill’s bankruptcy estate and subject to the claims of third parties with priority over the claims of Vine Hill’s shareholders.

72

Table of Contents

To the extent any bankruptcy claims deplete the Trust Account, Vine Hill may not be able to return to Vine Hill Public Shareholders $10.05 per share (less taxes payable and up to $100,000 of interest to pay dissolution expenses). Vine Hill has access to minimal funds held outside the Trust Account with which to pay any such potential claims. In the event that Vine Hill liquidates and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our Trust Account could be liable for claims made by creditors, however such liability will not be greater than the amount of funds from our Trust Account received by any such shareholder.

Involvement or past performance by consultants, advisors and other persons involved with CoinShares or Holdco, including members of their respective boards of directors, managers, consultants, advisors and other persons, some or all of whom are public figures, may not be indicative of the future performance of CoinShares and CoinShares and you should assess the merits of CoinShares’ business independently and be prepared to lose your entire investment.

Involvement or past performance by advisors, consultants, members of boards of directors, executive officers, managers and other persons involved with CoinShares or Holdco or persons or entities affiliated, associated or otherwise related to any of the foregoing, is not a guarantee of success with respect to the Business Combination or the future results of CoinShares or trading prices of CoinShares securities. You should not rely upon the involvement or past performance of any person or persons as indicative of whether or not you should invest in Vine Hill, Holdco or CoinShares. You are urged to read carefully and consider independently, all of the information contained in this proxy statement/prospectus and in Holdco’s public filings after the Closing, including the financial statements and other information incorporated herein and therein, including, without limitation, under the headings “Risk Factors” and “The Business Combination Proposal — Certain Interests of Vine Hill’s Directors and Officers and Others in the Business Combination.” You are advised, in your sole discretion, to consult with your own financial and other advisors before you make investment decisions about buying or selling Vine Hill or Holdco securities or investing in the business of CoinShares. Involvement or past performance by persons associated with any of CoinShares, Holdco or any other businesses, entities or persons affiliated or associated with any of them, including public figures, does not guarantee that the Business Combination, CoinShares or Holdco will be successful and you should be prepared to lose your entire investment.

Vine Hill Public Shareholders may be held liable for claims by third parties against Vine Hill to the extent of distributions received by them upon redemption of their Vine Hill Public Shares.

If Vine Hill is forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, Vine Hill was unable to pay Vine Hill’s debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover all amounts received by Vine Hill’s shareholders. Furthermore, Vine Hill’s directors may be viewed as having breached their fiduciary duties to Vine Hill or Vine Hill’s creditors or having acted in bad faith and thereby exposing themselves and Vine Hill to claims, by paying Vine Hill Public Shareholders from the Trust Account prior to addressing the claims of creditors. Vine Hill cannot assure you that claims will not be brought against Vine Hill for these reasons. Vine Hill and its directors or any officer thereof who knowingly and willfully authorized or permitted any distribution to be paid out of Vine Hill’s share premium account while Vine Hill was unable to pay Vine Hill’s debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine and to imprisonment for five years in the Cayman Islands.

The unaudited pro forma financial information included in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” may not be representative of Holdco’s results if the Business Combination is consummated and, accordingly, you will have limited financial information on which to evaluate the financial performance of Holdco and your investment decision.

Vine Hill and CoinShares currently operate as separate companies and Holdco is an entity established solely to affect the proposed Business Combination and has no operations. Vine Hill has had no prior history as an operating company and its operations have not previously been managed on a combined basis. The pro forma financial information included in this proxy statement/prospectus is presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have actually occurred had the Business Combination been completed at or as of the dates indicated, nor is it indicative of the future operating results or financial position of Holdco. The pro forma statement of operations does not reflect future nonrecurring charges resulting from the Business Combination. The unaudited pro forma financial information does not reflect

73

Table of Contents

future events that may occur after the Business Combination and does not consider potential impacts of current or future market conditions on revenues or expenses. The pro forma financial information included in the section entitled “Comparative Historical and Unaudited Financial Information” has been derived from Vine Hill’s and CoinShares’ historical financial statements and certain adjustments and assumptions have been made regarding Holdco after giving effect to the Business Combination. Differences between preliminary estimates in the pro forma financial information and the final acquisition accounting will occur and could have an adverse impact on the pro forma financial information and Holdco’s financial position and future results of operations. In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate and other factors may affect Holdco’s financial condition or results of operations following the Closing. Any potential decline in Holdco’s financial condition or results of operations may cause significant variations in the stock price of Holdco.

Vine Hill may issue preference shares or additional Vine Hill Ordinary Shares to complete the Business Combination, which would dilute the interest of Vine Hill’s shareholders and likely present other risks.

The Vine Hill Memorandum and Articles of Association authorize the issuance of up to 200,000,000 Vine Hill Class A Shares, 20,000,000 Vine Hill Class B Shares and 1,000,000 Vine Hill Preference Shares. There are currently 178,000,000 authorized but unissued Vine Hill Class A Shares available for issuance, which amount does not take into account shares reserved for issuance upon exercise of outstanding warrants. There are currently 12,666,666 authorized but unissued Vine Hill Class B Shares available for issuance. There are currently no Vine Hill Preference Shares issued and outstanding. Vine Hill may issue preference shares or a substantial number of additional ordinary shares to complete the initial Business Combination or under an employee incentive plan after completion of the Business Combination. However, the Vine Hill Memorandum and Articles of Association provides, among other things, that prior to Vine Hill’s initial business combination, Vine Hill may not issue additional shares of capital stock that would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote on any initial business combination. These provisions of the Vine Hill Memorandum and Articles of Association may be amended with a shareholder vote. Vine Hill’s Sponsor agreed, pursuant to a written agreement with Vine Hill, that it will not propose any amendment to the Vine Hill Memorandum and Articles of Association that would affect the substance or timing of Vine Hill’s obligation to redeem 100% of its Vine Hill Public Shares if Vine Hill does not complete the initial business combination by May 19, 2026 (or such other date as approved by Vine Hill’s shareholders), unless Vine Hill provides its Vine Hill Public Shareholders with the opportunity to redeem their Vine Hill Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Vine Hill (less taxes payable), divided by the number of then outstanding Vine Hill Public Shares. The issuance of additional shares:

• may significantly dilute the equity interest of existing investors;

• may subordinate the rights of shareholders if preference shares are issued with rights senior to those afforded the Vine Hill Ordinary Shares;

• could cause a change of control if a substantial number of ordinary shares are issued, which may affect, among other things, Vine Hill’s ability to use its net operating loss carry forwards, if any and could result in the resignation or removal of Vine Hill’s present officers and directors; and

• may adversely affect prevailing market prices for Vine Hill Units, Vine Hill Public Shares and/or Vine Hill Public Warrants.

Neither the Vine Hill Board nor any committee thereof obtained a fairness opinion (or any similar report or appraisal) in determining whether or not to pursue the Business Combination. Consequently, you have no assurance from an independent source that the consideration Vine Hill is paying for CoinShares is fair to Vine Hill — and, by extension, its securityholders — from a financial point of view.

Neither the Vine Hill Board nor any committee thereof obtained an opinion (or any similar report or appraisal) from an independent investment banking or accounting firm that the consideration that Vine Hill is paying for CoinShares in the Business Combination is fair to Vine Hill from a financial point of view. In analyzing the Business Combination, the Vine Hill Board reviewed summaries of due diligence results and financial analyses prepared by Vine Hill management. The Vine Hill Board also consulted with legal counsel and with Vine Hill management and considered a number of factors, uncertainty and risks, including, but not limited to, those discussed under “The Business Combination Proposal — Vine Hill Board’s Reasons for the Approval of the Business Combination” and concluded

74

Table of Contents

that the proposed Business Combination is in the best interests of Vine Hill and its shareholders. The Vine Hill Board believes that, because of the professional experience and background of its directors and management, it was qualified to conclude that the proposed Business Combination was fair from a financial perspective to its shareholders and that CoinShares’ fair market value was at least 80% of the value of the Trust Account (excluding the deferred underwriting discount and permitted withdrawals) at the time of execution of the Business Combination Agreement. Accordingly, investors will be relying solely on the judgment of the Vine Hill Board in valuing CoinShares and the Vine Hill Board may not have properly valued such businesses. As a result, the terms of the Business Combination may not be fair from a financial point of view to the Vine Hill Public Shareholders. The lack of a fairness opinion (or any similar report or appraisal) may also lead an increased number of Vine Hill Public Shareholders to vote against the Business Combination or demand redemption of their Vine Hill Public Shares, which could potentially impact Vine Hill’s ability to consummate the Business Combination.

The Vine Hill Board did not obtain a fairness opinion (or any similar report or appraisal) in connection with its determination to approve the Business Combination (including the consideration to be delivered to CoinShares Shareholders under the terms of the Merger Agreement).

In part because fairness opinions or any similar reports or appraisals ordinarily rely in part on financial projections (which were neither prepared by CoinShares nor used by the Vine Hill Board in connection with its evaluation of the proposed Business Combination), the Vine Hill Board also did not obtain a fairness opinion (or any similar report or appraisal) in connection with its determination to approve the Business Combination (including the consideration to be paid to CoinShares Shareholders under the terms of the Business Combination Agreement). Accordingly, investors in Vine Hill will be relying solely on the judgment of the Vine Hill Board in valuing CoinShares.

Vine Hill’s management and the members of the Vine Hill Board have substantial experience evaluating the financial merits of companies across a variety of industries, which the Vine Hill Board concluded enabled them to make the necessary analyses and determinations regarding the Business Combination. The Vine Hill Board was provided with financial analyses prepared by Vine Hill management, which analyses were among the factors considered by the Vine Hill Board in its decision-making regarding the proposed Business Combination (as further described under the heading “Vine Hill Board’s Reasons for the Approval of the Business Combination”).

Vine Hill’s financial analyses consisted of Guideline Company Analyses prepared by Vine Hill management and CoinShares Information (each as defined under the subheading “Guideline Company Analyses” of the “Vine Hill Financial Analysis” section of this proxy statement/prospectus) which included, among other materials, (i) certain CoinShares historical financial and operating history information; (ii) information about CoinShares’ capital markets and asset management businesses, (iii) CoinShares’ ETP offerings (including, among other elements, the expansion of ETPs into different markets and acquisition and consolidation capabilities and opportunities), (iv) historical inflows and outflows from the various CoinShares ETP offerings, (v) information about CoinShares’ IT and cybersecurity infrastructure and processes and (vi) management’s business plans, including CoinShares’ marketing strategies in connection with the proposed Business Combination and generally as well as other potential avenues for future growth.

All of the information incorporated in Vine Hill’s financial analyses are subject to general qualifications and limitations described under the subheading “General Limitations” of the “Vine Hill Financial Analysis” section below; investors are also encouraged to read carefully the descriptions about various risks and uncertainties concerning CoinShares’ business described herein, including under the headings “Risk Factors,” “CoinShares’ Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Cautionary Note Regarding Forward-Looking Statements.”

Including because, as described above, Vine Hill did not obtain an opinion from an independent third-party valuation firm as to the fairness of the proposed Business Combination to Vine Hill from a financial point of view, the Vine Hill Board may not have properly valued CoinShares. As a result, the terms of the proposed Business Combination may not be fair from a financial point of view to the Vine Hill Public Shareholders of Vine Hill. Uncertainty about Vine Hill Board’s valuation of CoinShares or the consideration being offered to CoinShares Shareholders in the Business Combination, may lead an increased number of Vine Hill Public Shareholders to vote against the Business Combination or demand redemption of their Vine Hill Public Shares, which could potentially impact Vine Hill’s ability to consummate the Business Combination. Further, investors are encouraged to read carefully the descriptions

75

Table of Contents

about various risks and uncertainties concerning CoinShares’ business described in this proxy statement/prospectus, including under the headings “Risk Factors,” “CoinShares’ Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Cautionary Note Regarding Forward-Looking Statements.”

Vine Hill is dependent upon its executive officers and directors and their departure could adversely affect Vine Hill’s ability to operate and to consummate the initial business combination. Additionally, Vine Hill’s executive officers and directors also allocate their time to other businesses, thereby causing potential conflicts of interest that could have a negative impact on Vine Hill’s ability to complete the initial business combination.

Vine Hill’s operations and its ability to consummate the Business Combination are dependent upon a relatively small group of individuals and, in particular, its executive officers and directors. Vine Hill believes that its success depends on the continued service of its executive officers and directors, at least until the completion of the Business Combination. The unexpected loss of the services of one or more of Vine Hill’s directors or executive officers could have a detrimental effect on Vine Hill and the ability to consummate the Business Combination. In addition, Vine Hill’s executive officers and directors are not required to commit any specified amount of time to its affairs and, accordingly, may have conflicts of interest in allocating management time among various business activities, including monitoring the due diligence and undertaking the other actions required in order to consummate the Business Combination. Each of Vine Hill’s executive officers is engaged in several other business endeavors for which they may be entitled to substantial compensation and Vine Hill’s directors also serve as officers and board members for other entities. If Vine Hill’s executive officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to Vine Hill’s affairs, which may have a negative impact on Vine Hill’s ability to consummate the Business Combination.

Holdco’s ability to be successful following the Business Combination will depend upon the efforts of the Holdco Board and key personnel and the loss of such persons could negatively impact the operations and profitability of Holdco’s post-Business Combination business.

Holdco’s ability to be successful following the Business Combination will be dependent upon the efforts of the Holdco Board and key personnel of Holdco. Vine Hill cannot assure you that the Holdco Board and key personnel will be effective or successful or remain with Holdco. In addition to the other challenges they will face, such individuals may be unfamiliar with the requirements of operating a public company, which could cause CoinShares’ management to have to expend time and resources helping them become familiar with such requirements.

It is estimated that, pursuant to the Business Combination Agreement, assuming no redemptions prior to or in connection with the proposed Business Combination, Vine Hill Public Shareholders will own approximately 14.3% of the equity interests or assets of Holdco after the Closing and Vine Hill’s management will not be engaged in the management of Holdco’s business. Accordingly, the future performance of Holdco will depend upon the quality of the post-Business Combination board of directors, management and key personnel of Holdco.

Because the Sponsor will lose its entire investment in Vine Hill if the Business Combination or an alternative business combination is not completed by May 19, 2026 (or such other date as approved by Vine Hill’s shareholders) and because the Sponsor and Vine Hill’s executive officers and directors will not be eligible to be reimbursed for their out-of-pocket expenses if the Business Combination is not completed, a conflict of interest may have arisen in determining whether CoinShares was appropriate for Vine Hill’s initial business combination.

The Sponsor (including certain of Vine Hill’s officers and directors who are members of the Sponsor) has invested in Vine Hill an aggregate of $5,525,000, consisting of the $25,000 purchase price for 7,333,334 Vine Hill Class B Shares and the $5.5 million purchase price for 5,500,000 Vine Hill Private Warrants. Some of Vine Hill’s officers and directors have an indirect economic interest in such shares. After giving effect to the Sponsor Forfeited Shares and the Vine Hill Private Warrant Cancellation, assuming a trading price of $10.63 per Vine Hill Class A Share (based upon the closing price of the Vine Hill Class A Shares on Nasdaq on February 26, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus), the 4,400,001 Vine Hill Class B Shares, if unrestricted and freely tradable, would have an implied aggregate market value of approximately $46.8 million. Additionally, unless Vine Hill consummates an initial business combination, it is possible that Vine Hill’s officers, directors and the Sponsor may not receive reimbursement for out-of-pocket expenses incurred by them, to the extent that such expenses exceed the amount of available funds not deposited in the Trust Account (provided, however, that, as of the date of this proxy statement/prospectus, Vine Hill’s officers and directors have not incurred (nor are any of the forgoing expecting to

76

Table of Contents

occur) out-of-pocket expenses exceeding such funds available to Vine Hill for reimbursement thereof, but provided, further, that if any such expenses are incurred prior to consummation of the Business Combination, Vine Hill’s officers, directors and the Sponsor may not receive reimbursement therefor if the proposed Business Combination is not consummated).

The personal and financial interests of Vine Hill’s executive officers and directors may have influenced their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. At the closing of Vine Hill’s initial business combination, its Sponsor, executive officers and directors or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on Vine Hill’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. In the event the Business Combination or an alternative business combination is completed, there is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection with activities on Vine Hill’s behalf. However, Vine Hill’s Sponsor, executive officers and directors or any of their respective affiliates will not be eligible for any such reimbursement if the Business Combination or an alternative business combination is not completed. Such financial interests of Vine Hill’s Sponsor, executive officers and directors may have influenced their motivation in approving the Business Combination and may influence their motivation for completing the Business Combination. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Certain Interests of Vine Hill’s Directors and Officers and Others in the Business Combination.”

The Sponsor paid nominal consideration for the Founder Shares it holds. As a result, the Sponsor may make a substantial profit if the Business Combination is consummated, even if the shares held by the Sponsor lose substantial value and even if the Business Combination arguably may not be in the best interests of the Vine Hill Public Shareholders.

The Sponsor (including certain of Vine Hill’s officers and directors who are members of the Sponsor) has invested in Vine Hill an aggregate of $5,525,000, consisting of the $25,000 purchase price for 7,333,334 Class B Shares and the $5.5 million purchase price for 5,500,000 Vine Hill Private Warrants. Some of Vine Hill’s officers and directors have an indirect economic interest in such shares. After giving effect to the Sponsor Forfeited Shares and the Vine Hill Private Warrant Cancellation, assuming a trading price of $10.63 per Vine Hill Class A Share (based upon the closing price of the Vine Hill Class A Shares on Nasdaq on February 26, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus), the 4,400,001 Vine Hill Class B Shares, if unrestricted and freely tradable, would have an implied aggregate market value of approximately $46.8 million. Even if the trading price of Holdco Ordinary Shares were as low as approximately $1.26 per share, the value of the Founder Shares would be equal to the Sponsor’s initial investment in Vine Hill. If the Business Combination is not completed, however and if Vine Hill is forced to liquidate, the Sponsor will lose its entire investment in Vine Hill. As a result, the Sponsor is likely to be able to recoup its investment in Vine Hill and make a substantial profit on that investment, even if the Vine Hill Public Shares have lost significant value.

Vine Hill’s directors and officers may have interests in the Business Combination that differ from the interests of Vine Hill’s other shareholders.

Executive officers of Vine Hill negotiated the terms of the Business Combination Agreement with their counterparts at CoinShares and the Vine Hill Board determined that the Business Combination Agreement and the transactions contemplated thereby are in the best interests of Vine Hill and its shareholders and approved the Business Combination Agreement and the transactions contemplated thereby. In considering these facts and the other information contained in this proxy statement/prospectus, you should be aware that Vine Hill’s executive officers and directors may have financial interests in the Business Combination that may be different from or in addition to, the interests of Vine Hill’s shareholders, including, but not limited to, the continued service as an officer or director of Holdco, severance benefits, equity grants, continued indemnification and the potential ability to sell an increased number of Holdco Ordinary Shares.

The Vine Hill Board was aware of and considered these interests, among other matters, in reaching the determination that the Business Combination Agreement and the transactions contemplated thereby were in the best interests of Vine Hill and its shareholders. For a detailed discussion of the special interests that Vine Hill’s directors and executive officers may have in the Business Combination, see the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Certain Interests of Vine Hill’s Directors and Officers and Others in the Business Combination.”

77

Table of Contents

You should consider the financial incentives that Vine Hill’s officers and directors may have to approve and complete the Business Combination when evaluating whether vote for the Business Combination Proposal, as well as when considering whether to redeem your Vine Hill Public Shares prior to or in connection with the Business Combination.

The exercise of Vine Hill’s directors’ and executive officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in Vine Hill’s shareholders’ best interest.

In the period leading up to the Closing, events may occur that, pursuant to the Business Combination Agreement, would require Vine Hill to agree to amend the Business Combination Agreement, to consent to certain actions taken by CoinShares or to waive rights that Vine Hill is entitled to under the Business Combination Agreement. Such events could arise because of changes in the course of CoinShares’ business or a request by CoinShares to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement. In any of such circumstances, it would be at Vine Hill’s discretion to grant its consent or waive those rights. The existence of financial and personal interests of one or more of the directors or officers described in the preceding risk factors (and described elsewhere in this proxy statement/prospectus) may result in a conflict of interest on the part of such director(s) or officers(s) between what he, she or they may believe is best for Vine Hill and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining whether or not to take the requested action.

Vine Hill and CoinShares will incur significant transaction and transition costs in connection with the Business Combination.

Vine Hill and CoinShares have incurred significant transaction and transition costs in connection with the Business Combination and Holdco will incur significant costs in operating as a public company following the consummation of the Business Combination. Holdco may also incur additional costs to retain key employees.

These expenses will reduce the amount of cash available to be used for other corporate purposes by Holdco if the Business Combination is completed or by Vine Hill if the Business Combination is not completed. If the Business Combination is not consummated, Vine Hill may not have sufficient funds to seek an alternative business combination and may be forced to liquidate and dissolve.

The value of the Holdco Ordinary Shares which are issued at the Closing in consideration of the Founder Shares would likely be substantially higher than the nominal price paid for the Founder Shares, even if the trading price of the Holdco Ordinary Shares at such time is substantially less than $10.00 per share.

The Sponsor (including certain of Vine Hill’s officers and directors who are members of the Sponsor) has invested in Vine Hill an aggregate of $5,525,000, consisting of the $25,000 purchase price for 7,333,334 Vine Hill Class B Shares and the $5.5 million purchase price for 5,500,000 Vine Hill Private Warrants. Some of Vine Hill’s officers and directors have an indirect economic interest in such shares. After giving effect to the Sponsor Forfeited Shares and the Vine Hill Private Warrant Cancellation, assuming a trading price of $10.63 per Vine Hill Class A Share (based upon the respective closing price of the Vine Hill Class A Shares and the Vine Hill Public Warrants on Nasdaq on February 26, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus), the 4,400,001 Vine Hill Class B Shares, if unrestricted and freely tradable, would have an implied aggregate market value of approximately $46.8 million. Even if the trading price of Holdco Ordinary Shares were as low as approximately $1.26 per share, the value of the Founder Shares would be equal to the Sponsor’s initial investment in Vine Hill. As a result, the Sponsor is likely to be able to recoup its investment in Vine Hill and make a substantial profit on that investment, even if the Vine Hill Public Shares have lost significant value. Accordingly, the Vine Hill management team, which owns interests in the Sponsor, may have an economic incentive that differs from that of the Vine Hill Public Shareholders to pursue and consummate the Business Combination rather than to liquidate and to return all of the cash in the Trust Account to the Vine Hill Public Shareholders. For the foregoing reasons, you should consider the Vine Hill management team’s financial incentive to complete the Business Combination when evaluating whether to redeem your shares prior to or in connection with the Business Combination.

78

Table of Contents

Vine Hill’s non-redeeming shareholders and CoinShares Shareholders may not realize a benefit from the Business Combination commensurate with the ownership dilution they will experience in connection with the Business Combination.

If Holdco is unable to realize the full strategic and financial benefits currently anticipated from the Business Combination, Vine Hill’s shareholders and the CoinShares Shareholders will have experienced substantial dilution of their ownership interests in their respective companies without receiving any commensurate benefit or only receiving part of the commensurate benefit to the extent Holdco and CoinShares are able to realize only part of the strategic and financial benefits currently anticipated from the Business Combination.

During the pendency of the Business Combination, Vine Hill and CoinShares may not be able to enter into a business combination with another party because of restrictions in the Business Combination Agreement, which could adversely affect their respective businesses. Further, certain provisions of the Business Combination Agreement may discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Business Combination Agreement.

Covenants in the Business Combination Agreement impede the ability of Vine Hill and CoinShares to make acquisitions or complete other transactions that are not in the ordinary course of business pending completion of the Business Combination. As a result, if the Business Combination is not completed, the parties may be at a disadvantage to their competitors during the interim period prior to Closing. In addition, while the Business Combination Agreement is in effect, each party is generally prohibited from soliciting, initiating, encouraging or entering into certain extraordinary transactions, such as a merger, sale of assets or other business combination outside the ordinary course of business, with any third party, which transactions, if any materialized and were pursued, could have been or could be favorable to such party’s shareholders.

If the conditions to the Business Combination Agreement are not met, the Business Combination may not occur.

Even if the Business Combination is approved by the Vine Hill’s shareholders (including each of the Condition Precedent Proposals) and CoinShares Shareholders, specified conditions must be satisfied or waived to complete the Business Combination. These conditions are described in detail in the Business Combination Agreement and are for the benefit of the parties to the Business Combination Agreement, any of which may be waived with the consent of the parties thereto, except those that may not be waived under applicable law. In addition to shareholder and member consent these conditions include, among other requirements, (i) approval of the Condition Precedent Proposals by Vine Hill’s shareholders; (ii) approval of the Scheme of Arrangement by the CoinShares Shareholders; (iii) receipt of certain specified regulatory approvals, including, without limitation, expiration or termination of any waiting period under the Hart-Scott-Rodino Act; (iv) consummation of the Business Combination not being prohibited or enjoined by any order, rule, regulation or other applicable law; (v) absence of any SPAC secured creditors; (vi) Holdco Ordinary Shares having been approved for listing on Nasdaq (or any other public stock market or exchange in the United States as may be agreed by CoinShares and Vine Hill), subject to official notice of issuance thereof; (vii) effectiveness of the registration statement of which this proxy statement/prospectus forms a part in accordance with the Securities Act and absence of any stop order issued by the SEC which remains in effect with respect to the Registration Statement; and (viii) the Royal Court of Jersey sanctioning the Scheme of Arrangement and the submission by CoinShares of the court’s order to the Registrar of Companies of Jersey for registration. See “The Business Combination Proposal — Business Combination Agreement — Closing Conditions” below for a more complete summary. Vine Hill and CoinShares cannot assure you that all of the conditions will be satisfied. If the conditions are not satisfied or waived, the Business Combination may not occur or may be delayed and such delay may cause Vine Hill and CoinShares to each lose some or all of the intended benefits of the Business Combination. If the Business Combination does not occur, Vine Hill may not be able to find another potential candidate for its initial business combination prior to Vine Hill’s deadline (currently May 19, 2026 or such other date as approved by Vine Hill’s shareholders) and Vine Hill will be required to liquidate.

On January 24, 2024, the SEC issued final rules to regulate special purpose acquisition companies. Certain of the procedures that we, a potential business combination target or others may determine to undertake in connection with such rules may increase Vine Hill’s costs and the time needed to complete the Business Combination and may constrain the circumstances under which Vine Hill could complete a business combination.

On January 24, 2024, the SEC issued final rules (the “SPAC Rules”) relating, among other items, to disclosures in business combination transactions between SPACs such as Vine Hill and private operating companies; the condensed financial statement requirements applicable to transactions involving shell companies; the use of projections by SPACs

79

Table of Contents

in SEC filings in connection with proposed business combination transactions; and the potential liability of certain participants in proposed business combination transactions. These SPAC Rules may increase the costs of and the time needed to negotiate and complete, an initial business combination and may constrain the circumstances under which Vine Hill could complete an initial business combination.

If Vine Hill is deemed to be an investment company for purposes of the Investment Company Act, Vine Hill would be required to institute burdensome compliance requirements and its activities would be severely restricted. As a result, in such circumstances, unless Vine Hill is able to modify its activities so that it would not be deemed an investment company, Vine Hill may abandon its efforts to complete an initial business combination and instead liquidate.

There is currently some uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like Vine Hill. As a result, it is possible that a claim could be made that Vine Hill has been operating as an unregistered investment company.

If Vine Hill is deemed to be an investment company under the Investment Company Act, its activities would be severely restricted. In addition, Vine Hill would be subject to burdensome compliance requirements. Vine Hill does not believe that its principal activities will subject it to regulation as an investment company under the Investment Company Act. However, if Vine Hill is deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act, Vine Hill would be subject to additional regulatory burdens and expenses for which it has not allotted funds. As a result, unless Vine Hill is able to modify its activities so that it would not be deemed an investment company, Vine Hill may abandon its efforts to complete an initial business combination and instead liquidate. Were Vine Hill to liquidate, Vine Hill’s warrants would expire worthless and its securityholders would lose the investment opportunity associated with an investment in the Combined Company, including potential price appreciation of Vine Hill’s securities.

To mitigate the risk that Vine Hill might be deemed to be an investment company for purposes of the Investment Company Act, Vine Hill may, at any time, instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account until the earlier of the consummation of a business combination or Vine Hill’s liquidation. As a result, Vine Hill may receive less interest on the funds held in the Trust Account than the interest Vine Hill would have received pursuant to Vine Hill’s original Trust Account investments, which could reduce the dollar amount Vine Hill Public Shareholders would receive upon any redemption or Vine Hill’s liquidation.

The funds in the Trust Account have, since the Vine Hill IPO, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of Vine Hill being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, Vine Hill may, at any time, instruct Transfer Agent, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest bearing demand deposit account at a bank until the earlier of the consummation of a business combination or the liquidation of Vine Hill. Vine Hill intends to take such steps in the event that the proposed Business Combination with CoinShares is not consummated or, in the event that Vine Hill, in its sole discretion, determines there to be a reasonable likelihood of a material delay to the consummation of the proposed Business Combination with CoinShares. However, the risks described herein exist even if no such material delay occurs or is determined to be reasonably likely to occur. Following such liquidation, Vine Hill may receive less interest on the funds held in the Trust Account than the interest Vine Hill would have received pursuant to its original Trust Account investments. However, interest previously earned on the funds held in the Trust Account still may be released to Vine Hill to pay its taxes, if any and certain other expenses as permitted. As a result, any decision to liquidate the investments held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest-bearing demand deposit account could reduce the dollar amount the Vine Hill Public Shareholders would receive upon any redemption or Vine Hill’s liquidation.

The longer that the funds in the Trust Account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, the greater the risk that Vine Hill may be deemed to be an unregistered investment company, in which case Vine Hill may be required to liquidate. Accordingly, Vine Hill may determine, in its discretion, to liquidate the securities held in the Trust Account at any time and instead hold all funds

80

Table of Contents

in the Trust Account in an interest-bearing demand deposit account, which could further reduce the dollar amount the Vine Hill Public Shareholders would receive upon any redemption or Vine Hill’s liquidation and Vine Hill expects to proceed with such steps in the event that that proposed Business Combination with CoinShares is not consummated or in the event that Vine Hill, in its sole discretion, determines there to be a reasonable likelihood of a material delay to the consummation of the proposed Business Combination with CoinShares. Were Vine Hill to liquidate, Vine Hill’s warrants would expire worthless and Vine Hill’s securityholders would lose the investment opportunity associated with an investment in the Combined Company, including any potential price appreciation of Vine Hill’s securities.

The Proposed Holdco Memorandum and Articles of Association will designate Jersey courts as the exclusive forum for certain types of actions and proceedings and the federal district courts as the exclusive forum for Securities Act claims, which could limit CoinShares’ shareholders’ ability to choose the judicial forum for disputes with CoinShares or its directors, officers, shareholders or employees.

The Proposed Holdco Memorandum and Articles of Association will provide that, Jersey courts shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action, suit or proceeding brought on behalf of CoinShares, (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any director, shareholder, officer or other employee of CoinShares to CoinShares or the CoinShares Shareholders, (iii) any action, suit or proceeding arising pursuant to any provision of Jersey law, the Proposed Holdco Memorandum and Articles of Association (as either may be amended from time to time) or (iv) any action, suit or proceeding asserting a claim governed by the internal affairs doctrine, except for, as to each of (i) through (iv) above, any claim as to which such court determines that there is an indispensable party not subject to the jurisdiction of such court (and the indispensable party does not consent to the personal jurisdiction of such court within 10 days following such determination). If any action the subject matter of which is within the scope of the immediately preceding sentence is filed in a court other than a Jersey court (a “Foreign Action”) in the name of any shareholder, such shareholder shall be deemed to have consented to (i) the personal jurisdiction of the Jersey courts in connection with any action brought in any such court to enforce the provisions of the immediately preceding sentence and (ii) having service of process made upon such shareholder in any such action by service upon such shareholder’s counsel in the Foreign Action as agent for such shareholder. The Proposed Holdco Memorandum and Articles of Association will also provide that, to the fullest extent permitted by law, federal district courts of the United States of America will be the sole and exclusive forum for the resolutions of any complaint asserting a cause or causes of action arising under the Securities Act. This provision in the Proposed Bylaws will not address or apply to claims that arise under the Exchange Act. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations under the Exchange Act. To the extent these provisions could be construed to apply to such claims, there is uncertainty as to whether a court would enforce such provisions in connection with such claims and shareholders cannot waive compliance with the federal securities laws and the rules and regulations under the federal securities laws.

Any person or entity purchasing, holding or otherwise acquiring any interest in any of the securities of CoinShares will be deemed to have notice of and consented to the provisions of the Proposed Bylaws described in the preceding paragraph. These exclusive-forum provisions may limit a shareholder’s ability to bring a claim in a judicial forum of its choosing for disputes with CoinShares or its directors, officers, shareholder or other employees, which may discourage lawsuits against CoinShares and its directors, officers, shareholders and other employees. The enforceability of similar exclusive-forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings and it is possible that, in connection with one or more actions or proceedings described above, a court could rule that this provision in the Proposed Bylaws is inapplicable or unenforceable. If a court were to find these exclusive-forum provisions to be inapplicable or unenforceable in an action, CoinShares may incur additional costs associated with resolving the dispute in other jurisdictions, which could harm its results of operations.

The Sponsor and/or Vine Hill’s directors, officers, advisors and their affiliates may elect to purchase Vine Hill Class A Shares or Vine Hill Public Warrants from the Vine Hill Public Shareholders, which may influence a vote on a proposed initial business combination and reduce the public “float” of the Vine Hill Class A Shares.

Prior to the Extraordinary General Meeting, the Sponsor or our directors, executive officers, advisors or their affiliates may purchase Vine Hill Public Shares or Vine Hill Public Warrants in privately negotiated transactions or in the open market from shareholders who redeem or indicate an intention to redeem, their Vine Hill Public Shares or they may enter into transactions with such persons and others to provide them with incentives to acquire Vine Hill Public Shares. Any Vine Hill Public Shares purchased by the Sponsor or its affiliates would be purchased at a price

81

Table of Contents

no higher than the Redemption Price for the Vine Hill Public Shares. For illustrative purposes, as of September 30, 2025, this would have amounted to approximately $10.52 per Vine Hill Public Share. Any Vine Hill Public Shares so purchased would not be voted by the Sponsor or its affiliates at the Extraordinary General Meeting and would not be redeemable by the Sponsor or its affiliates.

The purpose of such share purchases and other transactions would be to decrease the number of redemptions. Such incentives may include arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or warrants owned by the Sponsor for nominal value. None of the funds in the Trust Account would be used to purchase Vine Hill Public Shares or Vine Hill Public Warrants in such transactions. Any such arrangements could have a depressive effect on the price of the Holdco Ordinary Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than the market price and may therefore be more likely to sell the shares such investor or holder owns, either prior to or immediately after the Extraordinary General Meeting. Further, the public “float” of the Vine Hill Public Shares and the number of beneficial holders of our securities may be reduced as a result of such purchases, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities on a stock exchange.

Vine Hill Public Shareholders who redeem their Vine Hill Public Shares may continue to hold any Vine Hill Public Warrants that they own, which will result in dilution to non-redeeming Vine Hill shareholders upon exercise of such Vine Hill Public Warrants.

Vine Hill Public Shareholders who redeem their Vine Hill Public Shares may continue to hold any Vine Hill Public Warrants that they own at such time, which will result in additional dilution to non-redeeming holders upon exercise of such warrants. Assuming (a) all redeeming Vine Hill shareholders that acquired Vine Hill Units in the Vine Hill IPO continue to hold the Vine Hill Public Warrants that were included in such Vine Hill Units and (b) maximum redemption of Vine Hill Class A Shares held by the redeeming Vine Hill shareholders, 11,000,000 Vine Hill Public Warrants would be retained by redeeming Vine Hill shareholders. As a result, the redeeming Vine Hill Public Shareholders would hold Vine Hill Public Warrants with an aggregate market value of approximately $17.6 million, assuming a closing price of $1.60 as reported by Nasdaq on September 30, 2025, the Record Date, while non-redeeming Vine Hill Public Shareholders would suffer dilution in their percentage ownership of Holdco upon exercise of the Vine Hill Public Warrants held by redeeming Vine Hill Public Shareholders.

You may only be able to exercise your Holdco Warrants on a “cashless basis” under certain circumstances and if you do so, you will receive fewer Holdco Ordinary Shares from such exercise than if you were to exercise such Holdco Warrants for cash.

The Vine Hill Warrant Agreement provides and the Amended and Restated Warrant Agreement will provide, that in the following circumstances holders of Holdco Warrants who seek to exercise their Warrants will not be permitted to do for cash and will, instead, be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act: (i) if the Holdco Ordinary Shares issuable upon exercise of the Holdco Warrants are not registered under the Securities Act in accordance with the terms of the Vine Hill Warrant Agreement; (ii) if Holdco has so elected and the Holdco Ordinary Shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act; and (iii) if Holdco has so elected and Holdco calls the Holdco Warrants for redemption. If you exercise the Holdco Warrants on a cashless basis, you would pay the warrant exercise price by surrendering the Holdco Warrants for that number of Holdco Ordinary Shares to the quotient obtained by dividing (x) the product of the number of Holdco Ordinary Shares underlying the Holdco Warrants, multiplied by the excess of the “fair market value” of the Holdco Ordinary Shares (as defined in the next sentence) over the exercise price of the Holdco Warrants by (y) the fair market value. The “fair market value” is the average reported closing price of the Holdco Ordinary Shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of Holdco Warrants, as applicable. As a result, you would receive fewer Holdco Ordinary Shares from such exercise than if you were to exercise such Holdco Warrants for cash.

82

Table of Contents

Holdco may redeem your unexpired Holdco Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your Holdco Warrants worthless.

Holdco will have the ability to redeem all of the outstanding Holdco Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of the Holdco Ordinary Shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Holdco Ordinary Shares and equity-linked securities for capital raising purposes in connection with the closing of the Vine Hill IPO) on each of 20 trading days within a 30 trading-day period commencing once the Holdco Warrants become exercisable and ending on the third trading day prior to proper notice of such redemption. Holdco will not redeem the Holdco Warrants unless an effective registration statement under the Securities Act covering the Holdco Ordinary Shares issuable upon exercise of the Holdco Warrants is effective and a current prospectus relating to those Holdco Ordinary Shares is available throughout the 30-day redemption period. If and when the Holdco Warrants become redeemable by Holdco, Holdco may exercise its redemption right even if Holdco is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding Holdco Warrants could force you to (i) exercise your Holdco Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your Holdco Warrants at the then-current market price when you might otherwise wish to hold your Holdco Warrants or (iii) accept the nominal redemption price which, at the time the outstanding Holdco Warrants are called for redemption, is likely to be substantially less than the market value of your Holdco Warrants.

Holdco may amend the terms of the Holdco Warrants in a manner that may be adverse to holders of the Holdco Warrants with the approval by the holders of at least a majority of the then outstanding Holdco Warrants. As a result, the exercise price of your Holdco Warrants could be increased, the exercise period could be shortened and the number of Holdco Ordinary Shares purchasable upon exercise of a Holdco Warrant could be decreased, all without your approval.

The Vine Hill Public Warrants were issued in registered form under the Vine Hill Warrant Agreement and are governed by the terms of the Vine Hill Warrant Agreement. The Vine Hill Warrant Agreement provides that the terms of the Holdco Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least a majority of the then outstanding Holdco Warrants to make any change that adversely affects the interests of the registered holders of Vine Hill Public Warrants. Immediately prior to the Closing, Holdco, Vine Hill and Continental Stock Transfer & Trust Company, as warrant agent, enter into an assignment and assumption agreement pursuant to which Vine Hill will assign to Holdco all of its rights, interests and obligations in and under the Vine Hill Public Warrants and the terms and conditions of the Vine Hill Public Warrants shall be amended and restated (the “Amended and Restated Warrant Agreement”) to, among other things, reflect the assumption of the Vine Hill Public Warrants by Holdco. Accordingly, Holdco may amend the terms of the Vine Hill Public Warrants in a manner adverse to a holder if holders of at least a majority of the then outstanding Vine Hill Public Warrants approve of such amendment. Although Holdco’s ability to amend the terms of the Vine Hill Public Warrants with the consent of at least a majority of the then outstanding Vine Hill Public Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the Vine Hill Public Warrants, convert the Vine Hill Public Warrants into cash or stock (at a ratio different than initially provided), shorten the exercise period or decrease the number of Holdco Ordinary Shares purchasable upon exercise of a Vine Hill Public Warrant.

The Vine Hill Warrant Agreement designates and the Amended and Restated Warrant Agreement will designate, the courts of the State of New York located in the County of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of the Vine Hill Public Warrants, as applicable, which will limit the ability of Vine Hill Public Warrant holders to obtain a favorable judicial forum for disputes with Holdco.

The Vine Hill Warrant Agreement provides and the Amended and Restated Warrant Agreement will provide, that subject to applicable law, (i) any action, proceeding or claim against Holdco arising out of or relating in any way to the Holdco Warrant Agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York located in the County of New York or the United States District Court for the Southern District of New York, (ii) in each case Holdco irrevocably submits to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. Holdco will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

83

Table of Contents

Notwithstanding the foregoing, these provisions of the Vine Hill Warrant Agreement and the Amended and Restated Warrant Agreement do not and will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any Warrants, as applicable, will be deemed to have notice of and to have consented to the forum provisions in the Vine Hill Warrant Agreement and the Amended and Restated Warrant Agreement. If any action, the subject matter of which is within the scope the forum provisions of the Vine Hill Warrant Agreement, as applicable, is filed in a court other than a court of the State of New York located in the County of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of Warrants, as applicable, such holder will be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions and (y) having service of process made upon such Warrant holder in any such action brought in such court to enforce the forum provisions by service upon such Warrant holder’s counsel in the foreign action as agent for such Warrant holder.

This choice-of-forum provision may limit a Holdco Warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with Holdco, which may discourage such lawsuits. Holdco Warrant holders who are unable to bring their claims in the judicial forum of their choosing may be required to incur additional costs in pursuit of actions which are subject to Holdco’s choice-of-forum provisions. Alternatively, if a court were to find this provision of the Vine Hill Warrant Agreement or the Amended and Restated Warrant Agreement, inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, Holdco may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect Holdco’s business, financial condition and results of operations and result in a diversion of the time and resources of Holdco’s management and board of directors.

If Vine Hill requires Vine Hill Public Shareholders who wish to redeem their Vine Hill Public Shares to comply with the delivery requirements for redemption, such shareholders may be unable to sell their securities when they wish to if the Business Combination is not approved.

If Vine Hill requires Vine Hill Public Shareholders who wish to redeem their Vine Hill Public Shares to comply with specific delivery requirements for redemption and such proposed business combination is not consummated, Vine Hill will promptly return such certificates to the applicable Vine Hill Public Shareholders. Accordingly, investors who attempted to redeem their shares in such a circumstance will be unable to sell their securities after the failed acquisition until Vine Hill has returned their securities to them. The market price for Vine Hill’s shares may decline during this time and Vine Hill Public Shareholders may not be able to sell their securities when they wish to, even while other shareholders that did not seek conversion may be able to sell their securities.

Changes in laws or regulations or a failure to comply with any laws and regulations, may adversely affect Vine Hill’s business, including its ability to complete the Business Combination and results of operations.

Vine Hill is subject to laws and regulations enacted by national, regional and local governments. In particular, Vine Hill is required to comply with certain SEC and other legal requirements. Compliance with and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on Vine Hill’s business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on Vine Hill’s business, including its ability to complete the Business Combination and results of operations.

The Business Combination may be subject to U.S. foreign investment regulations, which may impose conditions on or prevent the consummation of the Business Combination. Such conditions or limitations could also potentially make the Vine Hill Class A Shares less attractive to investors or cause Vine Hill’s future investments to be subject to U.S. foreign investment regulations.

Vine Hill’s Sponsor is Vine Hill Capital Sponsor I LLC, a Delaware limited liability company. The Sponsor currently owns 7,333,334 Vine Hill Class B Shares, initially purchased by the Sponsor in the private placement occurring prior to the Vine Hill IPO and 5,500,000 Vine Hill Private Warrants that were purchased by the Sponsor in a private placement which occurred simultaneously with the completion of the Vine Hill IPO. Nicholas Petruska, Vine Hill’s Chief Executive Officer and a U.S. citizen, is the managing member of the Sponsor. Other members of the

84

Table of Contents

Sponsor include certain officers and directors of Vine Hill and other third party investors, who are all U.S. citizens. The Sponsor is not controlled by any non-U.S. persons on a look-through basis. To the best of Vine Hill’s knowledge, the Sponsor does not have substantial ties or substantial interests with any non-U.S. persons. The Sponsor is expected to own approximately 2.9% to 3.4% of Holdco following the Business Combination, assuming that the other conditions and assumptions incorporated in the sections of this proxy statement/prospectus entitled “Security Ownership of Certain Beneficial Owners and Management” and “Comparative Historical and Unaudited Financial Information” are also accurate as of the Closing Date.

Certain acquisitions or an initial business combination may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations. In the event that such regulatory approval or clearance is not obtained or the review process is extended beyond the period of time that would permit an initial business combination to be consummated with us, Vine Hill may not be able to consummate an initial business combination with such target. In addition, regulatory considerations may decrease the pool of potential target companies Vine Hill may be willing or able to consider.

Among other things, the U.S. Federal Communications Act prohibits foreign individuals, governments and corporations from owning more than a specified percentage of the capital stock of a broadcast, common carrier or aeronautical radio station licensee. In addition, U.S. law currently restricts foreign ownership of U.S. airlines. In the United States, certain mergers that may affect competition may require certain filings and review by the Department of Justice and the Federal Trade Commission and investments or acquisitions that may affect national security are subject to review by the Committee on Foreign Investment in the United States (“CFIUS”). CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to determine the effect of such transactions on the national security of the United States.

Outside the United States, laws or regulations may affect Vine Hill’s ability to consummate an initial business combination with potential target companies incorporated or having business operations in jurisdictions where national security considerations, involvement in regulated industries (including telecommunications) or in businesses where a country’s culture or heritage may be implicated.

U.S. and foreign regulators generally have the power to deny the ability of the parties to consummate a transaction or to condition approval of a transaction on specified terms and conditions, which may not be acceptable to Vine Hill or a target. In such event, Vine Hill may not be able to consummate a transaction with that potential target.

Vine Hill does not believe that the business combination with CoinShares is subject to review by CFIUS. However, if Vine Hill does not complete the business combination with CoinShares, the pool of other potential targets with whom Vine Hill could complete an initial business combination may be limited and Vine Hill may be adversely affected in competing with other special purpose acquisition companies that do not have similar ownership issues. Moreover, the process of government review, whether by CFIUS or otherwise, could be lengthy. Because Vine Hill has only a limited time to complete its initial business combination, Vine Hill’s failure to obtain any required approvals within the requisite time period may require Vine Hill to liquidate. If Vine Hill liquidates, Vine Hill Public Shareholders may only receive a pro rata amount of the funds in the Trust Account and Vine Hill’s warrants will expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in Holdco.

The SPAC Merger may result in adverse tax consequences for holders of Vine Hill Ordinary Shares and Vine Hill Public Warrants, including Vine Hill Public Shareholders exercising their redemption rights with respect to the Vine Hill Public Shares.

Vine Hill intends for the SPAC Merger to qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code, i.e., an “F Reorganization.” If the SPAC Merger were to fail to qualify as an F Reorganization, a U.S. Holder of Vine Hill could be subject to gain or income recognition, including under the deleterious PFIC rules. Please see “Material U.S. Federal Income Tax Considerations” below for a more complete discussion of the U.S. federal income tax consequences of the SPAC Merger, including the potential application of the PFIC rules.

85

Table of Contents

If the Scheme of Arrangement does not qualify as a reorganization under Section 368(a) of the Code, U.S. Holders of CoinShares Shares may be required to pay substantial U.S. federal income taxes.

Vine Hill, Holdco and CoinShares intend for the Scheme of Arrangement (taken together with an election to treat the CoinShares as an entity disregarded as separate from its owner for U.S. federal income tax purposes (the “CTB Election”)) as qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. In connection with the filing of the registration statement of which this proxy statement/prospectus is a part, White & Case LLP has delivered an opinion as Exhibit 8.2 to the effect that, on the basis of facts, representations and assumptions (and subject to the qualifications, assumptions and limitations) set forth or referred to in such opinion, the Scheme of Arrangement (taken together with the CTB Election) should qualify as a “reorganization” within the meaning of Section 368(a) of the Code. The obligations of each of Vine Hill, Holdco and CoinShares to complete the Scheme of Arrangement, however, are not conditioned on the receipt of any such opinion. Such opinion of counsel is based on customary assumptions and certain representations, warranties, and covenants of or regarding Vine Hill, Holdco, CoinShares, and SPAC Merger Sub. If any of these assumptions, representations, warranties, or covenants is or becomes incorrect, incomplete, or inaccurate, or is violated, or if there is a change in U.S. federal income tax law after the date of such opinion of counsel, the validity of such opinion of counsel may be adversely affected. In addition, such opinion of counsel is not free from doubt because there is no authority directly addressing the treatment of all of the particular facts of the Scheme of Arrangement for U.S. federal income tax purposes. Any opinion of counsel represents a counsel’s legal judgment but is not binding on the U.S. Internal Revenue Service (the “IRS”) or any court. None of Vine Hill, Holdco, or CoinShares intends to request a ruling from the IRS with respect to the tax treatment of the Scheme of Arrangement, and as a result, no assurance can be given that the IRS will not challenge the treatment of the Scheme of Arrangement described below or that a court would not sustain such a challenge.

Subject to the PFIC rules discussed below, assuming the Scheme of Arrangement (taken together with the CTB Election) qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, U.S. Holders of CoinShares Shares generally are not expected to recognize gain or loss on the exchange of CoinShares Shares for Holdco Ordinary Shares as a result of the Scheme of Arrangement. Each such U.S. Holder’s tax basis in the Holdco Ordinary Shares received in the Scheme of Arrangement generally is expected to be the same as such U.S. Holder’s tax basis in the CoinShares Shares surrendered in the Scheme of Arrangement in exchange therefor. The holding period of the Holdco Ordinary Shares received in the Scheme of Arrangement by the U.S. Holder generally is expected to include the holding period of the CoinShares Shares surrendered in the Scheme of Arrangement in exchange therefor.

If the Scheme of Arrangement (taken together with the CTB Election) were to fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, a U.S. Holder of CoinShares Shares could be subject to gain or income recognition, including under the deleterious PFIC rules.

For more information on the material U.S. federal income tax consequences of the Scheme of Arrangement to U.S. Holders of CoinShares Shares, including if CoinShares is treated as a PFIC with respect to a U.S. Holder, see “Material U.S. Federal Income Tax Considerations of the Scheme of Arrangement to Holders of CoinShares Shares and CoinShares”.

Risks Related to the Redemption

There is no guarantee that a Vine Hill Public Shareholder’s decision whether to redeem its Vine Hill Public Shares for a pro rata portion of the Trust Account will put such shareholder in a better future economic position.

Vine Hill cannot assure you as to the price at which a public shareholder may be able to sell the Holdco Ordinary Shares in the future following the completion of the Business Combination. Certain events following the consummation of any business combination, including the Merger, may cause an increase in Holdco share price and may result in a lower value realized now than a Vine Hill shareholder might realize in the future had the shareholder not elected to redeem such shareholder’s Vine Hill Public Shares. Similarly, if a Vine Hill Public Shareholder does not redeem such shareholder’s shares, such shareholder will bear the risk of ownership of Holdco Ordinary Shares after the consummation of the Business Combination and there can be no assurance that a shareholder can sell such shareholder’s Holdco Ordinary Shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A Vine Hill Public Shareholder should consult such shareholder’s own tax or financial advisor for assistance on how this may affect its individual situation.

86

Table of Contents

If Vine Hill Public Shareholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their Vine Hill Public Shares for a pro rata portion of the funds held in the Trust Account.

Vine Hill intends to comply with the U.S. federal proxy rules in conducting redemptions in connection with the Business Combination. However, despite Vine Hill’s compliance with these rules, if a Vine Hill shareholder fails to receive Vine Hill’s proxy materials, such shareholder may not become aware of the opportunity to redeem its Vine Hill Ordinary Shares. In addition, this proxy statement/prospectus provides the various procedures that must be complied with in order to validly tender or redeem Vine Hill Public Shares. In the event that a Vine Hill Public Shareholder fails to comply with these or any other procedures, its Vine Hill Public Shares may not be redeemed.

In order to exercise their redemption rights, the Vine Hill Public Shareholders are required to deliver their Vine Hill Public Shares, either physically or electronically using Transfer Agent’s DWAC System, to Vine Hill’s transfer agent prior to the vote at the Extraordinary General Meeting. If a public shareholder properly seeks redemption as described in this proxy statement/prospectus and the Business Combination is consummated, Vine Hill will redeem these Vine Hill Public Shares for a pro rata portion of the funds deposited in the Trust Account and the public shareholder will no longer own such Vine Hill Public Shares following the Merger. See the section entitled “Extraordinary General Meeting of Vine Hill Shareholders — Redemption Rights” for additional information on how to exercise your redemption rights.

If you or a “group” of Vine Hill Public Shareholders of which you are a part is deemed to hold an aggregate of more than 15% of the Vine Hill Public Shares, you (or, if a member of such a group or all of the members of such group in the aggregate) will lose the ability to redeem all such Vine Hill Public Shares in excess of 15% of the Vine Hill Public Shares.

A Vine Hill Public Shareholder, together with any of such shareholder’s affiliates or any other person with whom it is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming in the aggregate such shareholder’s Vine Hill Public Shares or, if part of such a group, the group’s Vine Hill Public Shares, in excess of 15% of the Vine Hill Public Shares, without the prior consent of Vine Hill. However, Vine Hill shareholders’ ability to vote all of their Vine Hill Public Shares (including such excess shares) for or against the Business Combination Proposal is not restricted by this limitation on redemptions. Your inability to redeem any such excess Vine Hill Public Shares could result in you suffering a material loss on your investment in Vine Hill if you sell such excess Vine Hill Public Shares in open market transactions. Vine Hill cannot assure you that the value of such excess Vine Hill Public Shares will appreciate over time following the Business Combination or that the market price of the Vine Hill Public Shares will exceed the per share redemption price.

Vine Hill’s shareholders will experience dilution due to the issuance of Holdco Ordinary Shares and securities exercisable for or convertible into Holdco Ordinary Shares, to CoinShares Shareholders as consideration in the Business Combination.

Based on CoinShares’ and Vine Hill’s current capitalization, Vine Hill anticipates the total maximum number of Holdco Ordinary Shares outstanding or issuable immediately following the Closing will be approximately 153,066,668 shares. Assuming no redemptions, the Holdco Ordinary Shares are expected to be comprised of: (i) 4,400,001 Holdco Ordinary Shares issued to the Sponsor; (ii) 22,000,000 Holdco Ordinary Shares issued to the Vine Hill Public Shareholders, (iii) 6,666,667 Holdco Ordinary Shares issued to the PIPE Investor, and (iv) 120,000,000 Holdco Ordinary Shares issued to CoinShares Shareholders. If any of the Vine Hill Public Shares are redeemed in connection with the Business Combination, the percentage of outstanding Vine Hill Ordinary Shares held by the Vine Hill Public Shareholders will decrease and the percentages of the outstanding Holdco Ordinary Shares held immediately following the Business Combination by the Sponsor and CoinShares Shareholders will increase.

87

Table of Contents

There are risks to unaffiliated investors by taking CoinShares public through a merger rather than through an underwritten offering.

Unaffiliated investors are subject to certain risks as a result of CoinShares going public through a merger rather than through a traditional underwritten initial public offering. Unlike a traditional underwritten initial public offering of CoinShares’ securities, the initial listing of Holdco’s securities as a result of the Business Combination will not benefit from the following:

• the book-building process undertaken by underwriters that helps to inform efficient price discovery with respect to opening trades of newly listed securities; and

• underwriter support to help stabilize, maintain or affect the public price of the new issue immediately after listing.

The lack of such a process in connection with the listing of Holdco’s securities could result in diminished investor demand, inefficiencies in pricing and a more volatile public price for Holdco’s securities during the period immediately following the listing than in connection with an underwritten initial public offering.

There may be significant redemptions by Vine Hill Public Shareholders in connection with the Business Combination, which may leave the Combined Company under-capitalized.

As of September 30, 2025, there was $231.5 million in the Trust Account. There can be no assurances that we will be able to retain all of the cash in the Trust Account. In particular, if a significant number of Vine Hill Public Shareholders exercise their redemption right in connection with the Business Combination, the amount of cash left remaining in the Trust Account upon consummation of the Business Combination will be lower than contemplated. Any such shortfall will reduce the amount of available working capital for Holdco, which may materially and adversely affect Holdco’s business, financial condition and results of operations.

Some of Vine Hill’s officers and directors may have conflicts of interest that may influence or have influenced them to support or approve the Business Combination or other proposals described in this proxy statement/prospectus without regard to your interests or in determining whether CoinShares is an appropriate target for Vine Hill’s initial business combination.

On May 28, 2024, the Sponsor paid $25,000 to cover certain of the offering costs of the Vine Hill IPO in consideration of Vine Hill Class B Shares. Prior to the initial investment of $25,000 by the Sponsor, Vine Hill had no assets. As a result of various transactions, the Sponsor (together with its permitted transferees) currently holds an aggregate of 7,333,334 Vine Hill Class B Shares, which represents approximately 25% of the outstanding Vine Hill Ordinary Shares as of the Record Date. The Vine Hill Class A Shares may become worthless if we do not complete an initial business combination. The personal and financial interests of certain of Vine Hill’s officers and directors may influence or have influenced them in identifying and selecting a target for our initial business combination, completing the Business Combination and the operation of Holdco following the Business Combination.

The Sponsor, members of the Vine Hill Board and Vine Hill’s executive officers and their respective affiliates have incurred out-of-pocket expenses in connection with performing due diligence on suitable targets for business combinations and the negotiation of the Business Combination. At the Closing, the Sponsor, members of the Vine Hill Board and Vine Hill’s officers and their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on Vine Hill’s behalf, such as identifying potential target businesses and performing due diligence on suitable targets for business combinations. If a business combination is not completed within the Combination Period the Sponsor, members of the Vine Hill Board and Vine Hill’s officers and any of their respective affiliates will not be eligible for any such reimbursement.

Certain officers and members of the Vine Hill Board also participate in arrangements that may provide them with other interests in the Business Combination that are different from yours, including arrangements for their continued service as directors of Holdco.

Further, the Sponsor has agreed to vote its Vine Hill Class A Shares and the Sponsor, members of the Vine Hill Board and Vine Hill’s officers have agreed (and their permitted transferees will agree) to vote any Vine Hill Public Shares acquired in or after the Vine Hill IPO in favor of our initial business combination. The Sponsor and each of

88

Table of Contents

the members of the Vine Hill Board and its executive officers have also agreed to waive their redemption rights with respect to any Vine Hill Class A Shares and any Vine Hill Public Shares in connection with the redemption of Vine Hill Ordinary Shares upon the completion of an initial business combination.

Among others, these interests may influence or have influenced the Sponsor and the executive officers and members of the Vine Hill Board to support or approve the Business Combination and the other proposals described in this proxy statement/prospectus. The personal and financial interests of our officers and certain members of the Vine Hill Board may have influenced their motivation in identifying and selecting CoinShares and seeking to complete a business combination with CoinShares and may influence their operation of Holdco following the Business Combination. This risk may become more acute as the end of the Business Combination nears. For more information concerning the interests of members of the Vine Hill Board and Vine Hill’s executive officers, see the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Certain Interests of Vine Hill’s Directors and Officers and Others in the Business Combination.”

The exercise of Vine Hill Board members’ and executive officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in Vine Hill’s shareholders’ best interests.

In the period leading up to the Closing, events may occur that, pursuant to the Business Combination Agreement, would require Vine Hill to consider agreeing to amend the Business Combination Agreement, to consent to certain actions taken by CoinShares or to waive rights to which Vine Hill is entitled under the Business Combination Agreement. Such events could arise because of changes in the course of CoinShares’ business, a request by CoinShares to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement or the occurrence of other events that would have a material adverse effect on CoinShares’ business and would entitle Vine Hill to terminate the Business Combination Agreement. In any such circumstances, it would be at Vine Hill’s discretion, acting through the Vine Hill Board, to grant its consent or waive those rights. The existence of financial and personal interests of one or more members of the Vine Hill Board described in the preceding risk factors (and described elsewhere in this proxy statement/prospectus) may result in a conflict of interest on the part of such director(s) between what such director may believe is best for Vine Hill and its shareholders and what such director may believe is best for themselves in determining whether or not to take the requested action. Vine Hill does not believe there will be any changes or waivers that members of the Vine Hill Board and Vine Hill’s executive officers would be likely to make after shareholder approval of the Business Combination Proposal has been obtained. While certain changes could be made without further shareholder approval, Vine Hill will circulate a new or amended proxy statement/prospectus and resolicit Vine Hill’s shareholders if changes are required with respect to the terms of the transaction that would have a material impact on its shareholders are required prior to the vote on the Business Combination Proposal. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Certain Interests of Vine Hill’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

An active trading market for Holdco’s securities may not develop, which may limit your ability to sell such securities.

Although Holdco has applied to list the Holdco Ordinary Shares on Nasdaq under the ticker symbol “CS” and Holdco Warrants on Nasdaq under a ticker symbol to be determined prior to consummation of the Business Combination, an active trading market for such securities may never develop or be sustained following the Closing. The initial valuation of $10.00 per share may not be indicative of the market price of Holdco Ordinary Shares that will prevail in the open market after the Closing. A public trading market having the desirable characteristics of depth, liquidity and orderliness depends upon the existence of willing buyers and sellers at any given time, such existence being dependent upon the individual decisions of buyers and sellers over which neither we nor any market maker has control. The failure of an active and liquid trading market to develop and continue would likely have a material adverse effect on the value of Holdco Ordinary Shares and Holdco Warrants. The market price of Holdco Ordinary Shares may decline below $10.00, and you may not be able to sell your Holdco Ordinary Shares at or above $10.00 or at all. An inactive market may also impair our ability to raise capital to continue to fund operations by issuing Holdco Ordinary Shares and Holdco Warrants.

89

Table of Contents

During the pendency of the Business Combination, Vine Hill will not be able to solicit, initiate or take any action to facilitate or encourage any inquiries into the making, submission or announcement of or enter into a business combination with another party because of restrictions in the Business Combination Agreement. Furthermore, certain provisions of the Business Combination Agreement will discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Business Combination Agreement.

Covenants in the Business Combination Agreement impede the ability of Vine Hill to make or consider other acquisitions or complete other transactions that are not in the ordinary course of business pending completion of the Business Combination. As a result, Vine Hill may be at a disadvantage to its competitors during that period. While the Business Combination Agreement is in effect, neither Vine Hill nor CoinShares may solicit, assist, initiate, engage or facilitate the making, submission or announcement of or encourage any alternative acquisition proposal, such as a merger, material sale of assets or equity interests or other business combination, with any third party, even though any such alternative acquisition could be more favorable to Vine Hill’s shareholders than the Business Combination. If the Business Combination is not completed, these provisions will make it more difficult to complete an alternative business combination following the termination of the Business Combination Agreement due to the passage of time during which these provisions have remained in effect.

Vine Hill and CoinShares will incur significant transaction costs in connection with the Business Combination, which could be higher than currently anticipated.

Vine Hill and CoinShares have both incurred and expect to continue to incur significant, nonrecurring costs in connection with consummating the Business Combination. Certain transaction expenses incurred in connection with the Business Combination, including legal, accounting, consulting, investment banking and other fees, expenses and costs, will be paid by Holdco following the Closing.

The consummation of the Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, any definitive agreement relating to the Business Combination may be terminated in accordance with its terms and the Business Combination may not be completed.

Even if the Business Combination Agreement is approved by Vine Hill’s shareholders, specified conditions must be satisfied or waived before the parties to the Business Combination Agreement are obligated to complete the Business Combination. Vine Hill does not control the satisfaction of all such conditions. For a list of the material closing conditions contained in the Business Combination Agreement, see the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Business Combination Agreement — Closing Conditions.” Vine Hill and CoinShares may not satisfy all of the closing conditions in the Business Combination Agreement. If the closing conditions are not satisfied or waived, the Business Combination will not occur or will be delayed pending later satisfaction or waiver and such delay may cause Vine Hill and CoinShares to each lose some or all of the intended benefits of the Business Combination.

Vine Hill will not have any right to make damages claims against CoinShares for the breach of any representation, warranty or covenant made by CoinShares in the Business Combination Agreement.

The Business Combination Agreement provides that none of the representations, warranties, covenants obligations or other agreements of the parties contained in the Business Combination Agreement shall survive the Closing, except for in the case of fraud or those covenants and agreements that by their terms expressly apply in whole or in part after the Closing and then only with respect to breaches occurring after Closing. Accordingly, there are no remedies available to the parties with respect to any breach of the representations, warranties, covenants or agreements of the parties to the Business Combination Agreement after the Closing of the Business Combination, except for covenants to be performed in whole or in part after the Closing or in the case of fraud. As a result, other than the foregoing sentence, Vine Hill will have no remedy available to it if the Business Combination is consummated and it is later revealed that there was a breach of any of the representations, warranties and covenants made by CoinShares at the time of the Business Combination.

90

Table of Contents

Because Vine Hill is incorporated under the laws of the Cayman Islands, in the event the Business Combination is not completed, you may face difficulties in protecting your interests and your ability to protect your rights through the U.S. federal courts may be limited.

Because Vine Hill is currently incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests and your ability to protect your rights through the U.S. federal courts may be limited. Vine Hill is currently an exempted company under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon members of the Vine Hill Board or Vine Hill’s executive officers or enforce judgments obtained in the U.S. courts against members of the Vine Hill Board or Vine Hill’s officers.

Vine Hill’s corporate affairs are governed by the Vine Hill Memorandum and Articles of Association, the Cayman Islands Companies Act and the common law of the Cayman Islands. Vine Hill is also subject to the federal securities laws of the United States. The rights of shareholders to take action against members of the Vine Hill Board, actions by minority shareholders and the fiduciary responsibilities of members of the Vine Hill Board to Vine Hill under the laws of the Cayman Islands are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of Vine Hill’s shareholders and the fiduciary responsibilities of members of the Vine Hill Board under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a federal court of the United States.

The Letter Agreement between Vine Hill, the Sponsor and each of the members of the Vine Hill Board and the executive officers is governed by the laws of the State of New York. Pursuant to the Letter Agreement, the Sponsor agreed that it will be liable to Vine Hill if and to the extent any claims by a third party (other than Vine Hill’s independent auditors) for services rendered or products sold to Vine Hill or a prospective target business with which Vine Hill has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per Vine Hill Public Share and (ii) the actual amount per Vine Hill Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Vine Hill Public Share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay Vine Hill’s tax obligations. Any claims or disputes relating to the Letter Agreement (other than claims or actions arising out of either the Securities Act or the Exchange Act) must be brought and enforced in the courts of the federal or state courts of New York City, in the State of New York, and the applicable appellate courts therefrom, and the parties irrevocably submit to such exclusive jurisdiction and venue.

Vine Hill has been advised by Appleby (Cayman) Ltd., its Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against Vine Hill judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against Vine Hill predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. Although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

As a result of the above, the Vine Hill Public Shareholders may have more difficulty in protecting their interests in the face of actions taken by Vine Hill’s executive officers, members of the Vine Hill Board or controlling shareholders than they would as public shareholders of a U.S. company.

91

Table of Contents

Upon the Closing, the rights of holders of the Holdco Ordinary Shares arising under Jersey law will differ from and may be less favorable to the rights of holders of Vine Hill Ordinary Shares arising under the Cayman Islands Companies Act.

Upon the Closing, the rights of holders of Holdco Ordinary Shares will arise under Jersey law. Jersey law contains provisions that differ in some respects from those in the Cayman Islands Companies Act. Therefore, some rights of holders of Holdco Ordinary Shares could differ from the rights that holders of Vine Hill Ordinary Shares currently possess. For instance, while class actions are generally not available to shareholders under Cayman Islands law, such actions are generally available under Jersey law. This change could increase the likelihood that Holdco becomes involved in costly litigation, which could have a material adverse effect on Holdco.

For a more detailed description of the rights of holders of the Holdco Ordinary Shares under the DGCL and how they may differ from the rights of holders of Vine Hill Ordinary Shares under the Cayman Islands Companies Act, please see the section of this proxy statement/prospectus entitled “Comparison of Corporate Governance and Shareholders’ Rights.”

Jersey law and the Proposed Holdco Memorandum and Articles of Association will contain certain provisions, including anti-takeover provisions, that limit the ability of shareholders to take certain actions and could delay or discourage takeover attempts that shareholders may consider favorable.

The Proposed Holdco Memorandum and Articles of Association that will be in effect at the Closing differ from the Vine Hill Memorandum and Articles of Association. Among other differences, the Proposed Holdco Memorandum and Articles of Association and Jersey law contain provisions that could have the effect of rendering more difficult, delaying or preventing an acquisition deemed undesirable by the Holdco Board and therefore depress the trading price of the Holdco Ordinary Shares. These provisions could also make it difficult for shareholders to take certain actions, including electing directors who are not nominated by the then-current members of the Holdco Board or taking other corporate actions, including effecting changes in management. Among other things, the Proposed Holdco Memorandum and Articles of Association include provisions regarding:

• the ability of the Holdco Board to issue Holdco Preference Shares, known as “blank check” preference shares and to fix by resolution or resolutions the designations, powers, preferences and rights and the qualifications, limitations or restrictions thereof, of any series of Holdco Preference Shares, without shareholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

• the limitation of the liability of and the indemnification of, Holdco’s directors and officers;

• the right, subject to the rights of holders of Holdco Preference Shares to elect directors under specific circumstances, of the Holdco Board to appoint a director to fill a vacancy or unfilled seat created by the expansion of the Holdco Board or the resignation, death or removal of a director, which prevents shareholders from being able to fill vacancies or other unfilled seats on the Holdco Board;

• the requirement, so long as the Holdco Board is classified, that directors may only be removed from the Holdco Board for cause and upon the affirmative vote of the holders of at least the majority of the total voting power of the issued and outstanding Holdco Ordinary Shares entitled to vote in the election of directors, voting as a single class;

• the requirement that, subject to the terms of any series of Holdco Preference Shares, a special meeting of shareholders may be called only by: (i) the Holdco Board acting pursuant to a resolution adopted by a majority of the directors then serving on the Holdco Board; (ii) the chairperson of the Holdco Board; or (iii) the Chief Executive Officer or president of Holdco and the explicit prohibition on shareholders calling a special meeting, which could delay the ability of shareholders to force consideration of a proposal or to take action, including the removal of directors;

• controlling the procedures for the conduct and scheduling of the Holdco Board and shareholder meetings;

• the requirement for the affirmative vote of holders of at least 66 2/3% of the total voting power of all of the then issued voting shares of Holdco entitled to vote thereon, voting together as a single class, to amend or modify certain provisions in the Proposed Holdco Memorandum and Articles of Association which could

92

Table of Contents

preclude shareholders from bringing matters before annual or special meetings of shareholders and delay changes in the Holdco Board and also may inhibit the ability of an acquirer to effect such amendments to facilitate an unsolicited takeover attempt; and

• advance notice procedures with which shareholders of Holdco must comply to nominate candidates to the Holdco Board or to propose matters to be acted upon at a shareholders’ meeting, which could preclude shareholders from bringing matters before annual or special meetings of shareholders and delay changes in the Holdco Board and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of Holdco.

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in the Holdco Board or management.

As a Jersey company, Holdco will generally be subject to provisions of Jersey law. See the section of this proxy statement/prospectus entitled “Description of Securities of Holdco — Anti-Takeover Effects of the Proposed Holdco Memorandum and Articles of Association and Certain Provisions of Jersey Law.”

Any provision of the Proposed Holdco Memorandum and Articles of Association or Jersey law that has the effect of delaying or preventing a change in control could limit the opportunity for shareholders to receive a premium for their Holdco Ordinary Shares and could also affect the price that some investors are willing to pay for Holdco Ordinary Shares.

The Proposed Holdco Memorandum and Articles of Association is attached as Annex C to this proxy statement/prospectus and we urge you to read them.

The Proposed Holdco Memorandum and Articles of Association will not limit the ability of the Sponsor, certain affiliates or funds associated with the Sponsor or our non-employee directors to compete with us.

The Sponsor, certain affiliates or funds associated with the Sponsor and our non-employee directors and their respective affiliates engage in a broad spectrum of activities, including investments in similar business activities or lines of business in which CoinShares now engages or proposes to engage. In the ordinary course of their business activities, the Sponsor, certain affiliates or funds associated with the Sponsor and our non-employee directors and their respective affiliates may engage in activities in which their interests conflict with Holdco’s interests or those of its shareholders. The Proposed Holdco Memorandum and Articles of Association will provide that, to the fullest extent permitted by law, none of the Sponsor, certain affiliates or funds associated with the Sponsor, our non-employee directors or any of their respective affiliates (including any non-employee director who serves as an officer of Holdco in such person’s director and officer capacities) will have any duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which Holdco engages or proposes to engage or otherwise competing with Holdco, its shareholders or any of its affiliates.

Further, to the fullest extent permitted by law, in the event that any of the Sponsor, certain affiliates or funds associated with the Sponsor and our non-employee directors and their respective affiliates acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity for itself, herself or himself and Holdco or any of its affiliates, they will have no duty to communicate or offer such transaction or other business opportunity to Holdco or any of its affiliates and will not be liable to Holdco or its shareholders or to any of its affiliates for breach of any fiduciary duty as a shareholder, director or officer of Holdco solely by reason of the fact that they pursue or acquire such corporate opportunity for themselves, offer or direct such corporate opportunity to another person or do not communicate information regarding such corporate opportunity to Holdco or any of its affiliates. The Sponsor, certain affiliates or funds associated with the Sponsor and their respective directors and officers may pursue, in their capacities other than as directors of the Holdco Board, acquisition opportunities that may be complementary to Holdco’s business and, as a result, those acquisition opportunities may not be available to Holdco. The Sponsor, certain affiliates or funds associated with the Sponsor and their respective directors and officers may have an interest in pursuing acquisitions, divestitures and other transactions that, in its judgment, could enhance its investment, even though such transactions might involve risks to you.

93

Table of Contents

Vine Hill’s executive officers and directors and their affiliates may enter into agreements concerning Vine Hill’s securities prior to the Extraordinary General Meeting, which may have the effect of increasing the likelihood of completion of the Business Combination or decreasing the value of the Vine Hill securities.

At any time prior to the Extraordinary General Meeting, during a period when they are not then aware of any material non-public information regarding Vine Hill or its securities, Vine Hill’s executive officers and directors and their affiliates may enter into a written plan to purchase Vine Hill’s securities pursuant to Rule 10b5-1 of the Exchange Act and may engage in other public market purchases, as well as private purchases, of securities. Further, at any time prior to the Extraordinary General Meeting, during a period when they are not then aware of any material non-public information regarding Vine Hill or its securities, Vine Hill’s executive officers and directors and their respective affiliates may: (i) purchase shares from institutional and other holders who vote or indicate an intention to vote, against the Business Combination Proposal or the other Shareholder Proposals or who elect to redeem or indicate an intention to redeem, Vine Hill Public Shares; (ii) execute agreements to purchase such shares from such holders in the future; and (iii) enter into transactions with such holders to provide such holders with incentives to acquire Vine Hill Public Shares, vote their Vine Hill Public Shares in favor of the Business Combination Proposal or the other Shareholder Proposals or not redeem their Vine Hill Public Shares. Such an agreement may include a contractual acknowledgement that such shareholder, although still the record holder of Vine Hill Ordinary Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that Vine Hill’s executive officers and directors or their affiliates purchase shares in privately negotiated transactions from Vine Hill Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their Vine Hill Public Shares. While the exact nature of any such incentives has not been determined, they might include arrangements to protect such investors or holders against potential loss in value of their Vine Hill Public Shares, including the granting of put options and the transfer of shares owned by the Sponsor for nominal value to such investors or holders.

The purpose of such share purchases and other transactions by Vine Hill’s executive officers and directors and their respective affiliates would be to increase the likelihood of satisfaction of the requirements that the holders of the requisite number of Vine Hill Ordinary Shares present and voting at the Extraordinary General Meeting vote in favor of the Business Combination Proposal and the other Shareholder Proposals when it appears that such requirement would otherwise not be met.

Any such arrangements may have a depressive effect on the price of Vine Hill Ordinary Shares. For example, as a result of these arrangements, an investor may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares it owns, either prior to or immediately after the Extraordinary General Meeting.

Except as noted elsewhere in this proxy statement/prospectus, Vine Hill’s directors and officers and their affiliates have not entered into any such agreements. Vine Hill will file a Current Report on Form 8-K to disclose arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

The Business Combination may be materially adversely affected by difficult market and geopolitical conditions.

Global financial markets have experienced heightened volatility in recent periods, including as a result of economic and political events in or affecting the world’s major economies. Sanctions imposed by the United States and other countries in connection with hostilities between Russia and Ukraine and tensions between China and Taiwan have caused additional financial market volatility and affected the global economy. Concerns over future increases in inflation, economic recession, as well as interest rate volatility and fluctuations in oil and gas prices resulting from global production and demand levels, as well as geopolitical tension, have exacerbated market volatility. Market uncertainty and volatility have also been magnified following the 2024 U.S. presidential and congressional elections and resulting uncertainties regarding actual and potential shifts in U.S. and foreign trade, economic and other policies, including with respect to treaties and tariffs. For example, the United States has recently enacted and proposed to enact significant new and increased tariffs, including on Mexican, Canadian and Chinese goods. Additionally, the new Presidential Administration has directed various federal agencies to further evaluate key aspects of U.S. trade policy and there has been ongoing discussion and commentary regarding potential significant changes to U.S. trade policies, treaties and tariffs. These events may delay or prevent us from completing the Business Combination.

94

Table of Contents

Our business and operations could be negatively affected if we become subject to any securities litigation or shareholder activism, which could cause us to incur significant expense, hinder execution of business and growth strategy and impact our stock price.

In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. Stockholder activism, which could take many forms or arise in a variety of situations, has been increasing recently. Volatility in the stock price of the Holdco Ordinary Shares or other reasons may in the future cause it to become the target of securities litigation or shareholder activism. Securities litigation and shareholder activism, including potential proxy contests, could result in substantial costs and divert management’s and the Holdco Board’s attention and resources from our business, which may adversely affect our business, financial condition and results of operations. Additionally, such securities litigation and shareholder activism could give rise to perceived uncertainties as to our future, adversely affect its relationships with service providers and make it more difficult to attract and retain qualified personnel. We may also be required to incur significant legal fees and other expenses related to any securities litigation and activist shareholder matters.

Further, our stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any securities litigation and shareholder activism.

Securities of companies formed through mergers such as the Business Combination may experience a material decline in price relative to the share price of the Vine Hill Public Shares prior to the business combination.

As with most SPAC initial public offerings in recent years, Vine Hill issued shares as part of the Vine Hill Units for $10.00 per unit upon the closing of its IPO. As with other SPACs, the $10.00 per share price of Vine Hill reflected each share having a one-time right to redeem such share for a pro rata portion of the proceeds held in the Trust Account prior to the closing of the Business Combination. Following the Vine Hill IPO the proceeds held in the Trust Account were initially equal to approximately $10.05 per share and as of September 30, 2025 were equal to approximately $10.52 per share. Following the Closing, the shares outstanding will no longer have any such redemption right and will be solely dependent upon the fundamental value of the Combined Company, which, like the securities of other companies formed through SPAC mergers in recent years, may be significantly less than both the Redemption Price and the amount per share initially held in the Trust Account upon consummation of the Vine Hill IPO.

95

Table of Contents

Extraordinary General Meeting OF VINE HILL shareholders

General

Vine Hill is furnishing this proxy statement/prospectus to its shareholders as part of the solicitation of proxies by the Vine Hill Board for use at the Extraordinary General Meeting. This proxy statement/prospectus provides Vine Hill’s shareholders with information they need to know to be able to vote or direct their vote to be cast at the Extraordinary General Meeting.

Date, Time and Place of the Extraordinary General Meeting

The Extraordinary General Meeting will be held on March 27, 2026 at 10:00 a.m., Eastern Time. For the purposes of the Vine Hill Memorandum and Articles of Association, the physical place of the meeting will be at Paul Hastings LLP, 200 Park Avenue, New York, New York 10166. However, in order to facilitate access for Vine Hill’s shareholders, the Extraordinary General Meeting will be held in virtual meeting format at https://www.cstproxy.com/vinehillcapital/2026. There is no requirement to attend the Extraordinary General Meeting in person at the physical meeting location. Shareholders or their proxies attending virtually online will be afforded the same rights and opportunities to vote, ask questions and participate as they would at an in-person Extraordinary General Meeting. In particular, shareholders may submit questions in advance of the Extraordinary General Meeting by following the instructions and rules of conduct on the Extraordinary General Meeting website. You can participate in the Extraordinary General Meeting and vote via live webcast by visiting https://www.cstproxy.com/vinehillcapital/2026.

You can pre-register to attend the virtual Extraordinary General Meeting starting March 24, 2026 at 10:00 a.m., Eastern Time (three business days prior to the meeting date). Enter the URL address into your browser https://www.cstproxy.com/vinehillcapital/2026, enter your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. At the start of the Extraordinary General Meeting, you will need to log in again using your control number and will also be prompted to enter your control number if you vote during the Extraordinary General Meeting.

Shareholders who hold their investments through a bank, broker or other nominee will need to contact the Transfer Agent to receive a control number. If you plan to vote at the Extraordinary General Meeting you will need to have a legal proxy from your bank, broker or other nominee. If you would like to join and not vote, the Transfer Agent will issue you a guest control number with proof of ownership. In either case you must contact the Transfer Agent for specific instructions on how to receive the control number. The Transfer Agent can be contacted at (917) 262-2373 or via email at proxy@continentalstock.com. Please allow up to 72 hours prior to the meeting for processing your control number.

If you do not have access to the internet, you can listen to the meeting by dialing 1 800-450-7155 (or +1 857-999-9155 if you are located outside the United States and Canada (standard rates apply)) and when prompted enter 2780164#. Please note that you will not be able to vote or submit questions at the Extraordinary General Meeting if you choose to participate telephonically.

You may attend, vote and examine the list of shareholders entitled to vote at the Extraordinary General Meeting by visiting https://www.cstproxy.com/vinehillcapital/2026 and entering the control number found on your proxy card, voting instruction form or notice included in the proxy materials.

Purpose of the Extraordinary General Meeting

At the Extraordinary General Meeting, Vine Hill is asking holders of Vine Hill Ordinary Shares to consider and vote upon:

• the Business Combination Proposal. A current copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A;

• the SPAC Merger Proposal;

• the Organizational Document Proposal;

• the Advisory Organizational Document Proposals;

96

Table of Contents

• the NTA Proposal; and

• the Adjournment Proposal, if presented to the Extraordinary General Meeting.

Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Advisory Organizational Document Proposals and the NTA Proposal are conditioned on the approval of each of the Condition Precedent Proposals. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.

Recommendation of the Vine Hill Board

The Vine Hill Board believes that the Business Combination Proposal and the other proposals to be presented at the Extraordinary General Meeting are in the best interests of Vine Hill and its shareholders. Accordingly, the Vine Hill Board unanimously recommends that its shareholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the SPAC Merger Proposal, “FOR” the approval of the Organizational Document Proposal, “FOR” the approval, on an advisory basis, of each of the separate Advisory Organizational Document Proposals, “FOR” the NTA Proposal and “FOR” the approval of the Adjournment Proposal, if presented to the Extraordinary General Meeting.

Record Date; Who is Entitled to Vote

Vine Hill’s shareholders will be entitled to vote or direct votes to be cast at the Extraordinary General Meeting if they owned Vine Hill Ordinary Shares at the close of business on March 2, 2026, which is the “Record Date” for the Extraordinary General Meeting. Shareholders will have one vote for each Vine Hill Ordinary Share owned at the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Extraordinary General Meeting and vote, obtain a “legal proxy” from your broker, bank or nominee. Neither Vine Hill Public Warrants not Vine Hill Private Warrants have voting rights. As of the close of business on the Record Date for the Extraordinary General Meeting, there were 29,333,334 Vine Hill Ordinary Shares issued and outstanding, of which 22,000,000 were issued and outstanding Vine Hill Public Shares.

Sponsor and each director and officer of Vine Hill have agreed to vote in favor of the Business Combination and to waive their redemption rights in connection with the Closing with respect to any Vine Hill Ordinary Shares held by them. None of the Sponsor, directors or officers received separate consideration for their waiver of redemption rights. The Vine Hill Ordinary Shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per-share Redemption Price. As of the Record Date, the Sponsor owns approximately 25% of the issued and outstanding Vine Hill Ordinary Shares.

Quorum

A quorum of Vine Hill’s shareholders is necessary to hold a valid meeting. The presence, in person, virtually or by proxy, of shareholders holding one-third of the Vine Hill Ordinary Shares entitled to vote at the Extraordinary General Meeting constitutes a quorum at the Extraordinary General Meeting. Abstentions will be considered present for the purposes of establishing a quorum. The Sponsor owns approximately 25% of the issued and outstanding Vine Hill Ordinary Shares as of the Record Date, which will count towards this quorum. As a result, as of the Record Date, in addition to the Vine Hill Class B Shares of the Sponsor, 2,444,444 Vine Hill Public Shares would be required to be present at the Extraordinary General Meeting to achieve a quorum.

Abstentions and Broker Non-Votes

Abstentions will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Extraordinary General Meeting and therefore will have no effect on the approval of the proposals voted upon at the Extraordinary General Meeting.

Under Nasdaq rules, if a shareholder holds their shares in “street” name through a bank, broker or other nominee and the shareholder does not instruct their broker, bank or other nominee how to vote their shares on a proposal, the broker, bank or other nominee has the authority to vote the shares in its discretion on certain “routine” proposals. However, banks, brokers and other nominees are not authorized to exercise their voting discretion on

97

Table of Contents

“non-routine” proposals. This can result in a “broker non-vote,” which occurs on a proposal when: (i) a bank, broker or other nominee has discretionary authority to vote on one or more “routine” proposals to be voted on at a meeting of shareholders; (ii) there are one or more “non-routine” proposals to be voted on at the meeting for which the bank, broker or other nominee does not have authority to vote without instructions from the beneficial owner of the shares; and (iii) the beneficial owner fails to provide the bank, broker or other nominee with voting instructions on a “non-routine proposal.

We believe that all of the proposals to be voted on at the Extraordinary General Meeting will be considered non-routine matters. As a result, if you hold your shares in street name, your bank, brokerage firm or other nominee cannot vote your shares on the proposals to be voted on at the Extraordinary General Meeting without your instruction.

Vote Required for Approval

The approval of the Business Combination Proposal requires an ordinary resolution, being a resolution passed by the affirmative vote of at least a simple majority of the votes cast by the holders of the issued Vine Hill Ordinary Shares, voting together as a single class, who are present in person (including virtually) or represented by proxy and entitled to vote on the Business Combination Proposal at the Extraordinary General Meeting. The Business Combination does not require the approval of a majority of the unaffiliated securityholders of Vine Hill. The Business Combination Proposal is conditioned on the approval of each of the Condition Precedent Proposals. Therefore, if any of the Condition Precedent Proposals is not approved, the Business Combination Proposal will have no effect, even if approved by the requisite holders of Vine Hill Ordinary Shares.

The approval of the SPAC Merger Proposal requires a special resolution under the Cayman Islands Companies Act and the Vine Hill Memorandum and Articles of Association, being a resolution passed by the affirmative vote of at least two-thirds of the votes cast by the holders of the issued Vine Hill Ordinary Shares, voting together as a single class, who are present in person (including virtually) or represented by proxy and entitled to vote on the SPAC Merger Proposal at the Extraordinary General Meeting. The SPAC Merger Proposal is conditioned on the approval of each of the other Condition Precedent Proposals. Therefore, if any of the other Condition Precedent Proposals is not approved, the SPAC Merger Proposal will have no effect, even if approved by the requisite holders of Vine Hill Ordinary Shares.

The approval of the Organizational Document Proposal requires an ordinary resolution, being a resolution passed by the affirmative vote of at least a simple majority of the votes cast by the holders of the issued Vine Hill Ordinary Shares, voting together as a single class, who are present in person (including virtually) or represented by proxy and entitled to vote on the Organizational Document Proposal at the Extraordinary General Meeting. The Organizational Document Proposal is conditioned on the approval of each of the other Condition Precedent Proposals. Therefore, if any of the other Condition Precedent Proposals is not approved, the Organizational Document Proposal will have no effect, even if approved by the requisite holders of Vine Hill Ordinary Shares.

The approval of the Advisory Organizational Document Proposals requires an ordinary resolution, being a resolution passed by the affirmative vote of at least a simple majority of the votes cast by the holders of the issued Vine Hill Ordinary Shares, voting together as a single class, who are present in person (including virtually) or represented by proxy and entitled to vote on the Advisory Organizational Document Proposals at the Extraordinary General Meeting. The Advisory Organizational Document Proposals is conditioned on the approval of each of the Condition Precedent Proposals. Therefore, if any of the Condition Precedent Proposals is not approved, the Advisory Organizational Document Proposals will have no effect, even if approved by the requisite holders of Vine Hill Ordinary Shares.

The approval of the NTA Proposal requires a special resolution under the Cayman Islands Companies Act and the Vine Hill Memorandum and Articles of Association, being a resolution passed by the affirmative vote of at least two-thirds of the votes cast by the holders of the issued Vine Hill Ordinary Shares, voting together as a single class, who are present in person (including virtually) or represented by proxy and entitled to vote on the NTA Proposal at the Extraordinary General Meeting. The NTA Proposal is conditioned on the approval of each of the Condition Precedent Proposals. Therefore, if any of the Condition Precedent Proposals is not approved, the NTA Proposal will have no effect, even if approved by the requisite holders of Vine Hill Ordinary Shares.

The approval of the Adjournment Proposal requires an ordinary resolution, being a resolution passed by the affirmative vote of at least a simple majority of the votes cast by the holders of the issued Vine Hill Ordinary Shares, voting together as a single class, who are present in person (including virtually) or represented by proxy and entitled to vote on the Adjournment Proposal at the Extraordinary General Meeting. The Adjournment Proposal is not conditioned on the approval of any other proposal.

98

Table of Contents

Voting Your Shares

If you were a holder of record of Vine Hill Ordinary Shares as of the close of business on the Record Date, you may vote with respect to the proposals in person (including virtually) at the Extraordinary General Meeting or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. Your proxy card shows the number of Vine Hill Ordinary Shares that you own. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted.

If you are a holder of record of the Vine Hill Ordinary Shares, including those shares held as a constituent part of Vine Hill Units, you may vote virtually at the Extraordinary General Meeting or by submitting a proxy for the Extraordinary General Meeting. Whether or not you plan to attend the Extraordinary General Meeting, Vine Hill urges you to vote by proxy to ensure your vote is counted. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. You may still attend the Extraordinary General Meeting and vote in person even if you have already voted by proxy.

If your Vine Hill Ordinary Shares, including those shares held as a constituent part of Vine Hill Units, are held in “street name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Extraordinary General Meeting. However, since you are not the holder of record, you may not vote your shares virtually at the Extraordinary General Meeting unless you request and obtain a valid proxy from your broker or other agent. Beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other nominee) who wish to attend the Extraordinary General Meeting must obtain a legal proxy by contacting their account representative at the bank, broker or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial shareholders who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the online Extraordinary General Meeting. After contacting the Transfer Agent, a beneficial holder will receive an e-mail prior to the Extraordinary General Meeting with a link and instructions for entering the Extraordinary General Meeting online. Beneficial shareholders should contact the Transfer Agent at least five business days prior to the date of the Extraordinary General Meeting in order to ensure access.

Revoking Your Proxy

If you authorize a proxy, you may revoke it at any time at or before the Extraordinary General Meeting by doing any one of the following:

• you may send another proxy card with a later date provided that it is received by Vine Hill before the scheduled time of the Extraordinary General Meeting or any adjournment thereof at which the person named in the proxy card proposes to vote;

• you may notify Vine Hill’s CEO in writing to Vine Hill Capital Investment Corp, 500 E Broward Blvd, Suite 900, Fort Lauderdale, FL 33394, before the Extraordinary General Meeting that you have revoked your proxy which must be received by Vine Hill before the scheduled time of the Extraordinary General Meeting; or

• you may attend the Extraordinary General Meeting, revoke your proxy and vote in person (including virtually), as indicated above.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or nominee for information on how to change or revoke your voting instructions.

Who Can Answer Your Questions about Voting Your Shares

If you are a Vine Hill shareholder and have questions about how to vote or direct a vote in respect of your Vine Hill Ordinary Shares, you may call Sodali & Co, Vine Hill’s Solicitation Agent, by calling (800) 662-5200 (toll-free) or if you are a bank or a broker, by calling (203) 658-9400 or by emailing VCIC.info@investor.sodali.com.

99

Table of Contents

Redemption Rights

Pursuant to the Vine Hill Memorandum and Articles of Association, a Vine Hill Public Shareholder may request to redeem all or a portion of its Vine Hill Public Shares for cash if the Business Combination is consummated. As a holder of Vine Hill Public Shares, you will be entitled to receive cash for any Vine Hill Public Shares to be redeemed only if you:

1. (i) hold Vine Hill Public Shares or (ii) hold Vine Hill Public Shares through Vine Hill Units and elect to separate your Vine Hill Units into the underlying Vine Hill Public Shares and Vine Hill Public Warrants prior to exercising your redemption rights with respect to the Vine Hill Public Shares;

2. submit a written request to the Transfer Agent, including the legal name, phone number and address of the beneficial owner of the Vine Hill Public Shares for which redemption is requested, that Vine Hill redeem all or a portion of your Vine Hill Public Shares for cash; and

3. deliver the share certificates for your Vine Hill Public Shares (if any) along with the redemption forms to the Transfer Agent, physically or electronically, through DTC.

Holders must complete the procedures for electing to redeem their Vine Hill Public Shares in the manner described above prior to the Redemption Deadline in order for their Vine Hill Public Shares to be redeemed.

For the purposes of the Vine Hill Memorandum and Articles of Association, the exercise of redemption rights will be treated as an election to have such Vine Hill Public Shares redeemed for cash and references in this proxy statement/prospectus to “redemption” or “redeeming” will be interpreted accordingly.

Vine Hill Public Shareholders may elect to redeem all or a portion of the Vine Hill Public Shares held by them, regardless of if or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the Vine Hill Public Shares will be returned to the respective holder, broker, bank or other nominee. If the Business Combination is consummated and if a Vine Hill Public Shareholder properly exercises its redemption rights to redeem all or a portion of the Vine Hill Public Shares that it holds and timely delivers the certificates for its shares (if any) along with the redemption forms to the Transfer Agent, Holdco will redeem such Vine Hill Public Shares for a per-share price, payable in cash, equal to the pro rata portion of the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the Closing, including interest earned on the funds held in the Trust Account and not previously released to Vine Hill (net of taxes paid or payable, if any). For illustrative purposes, as of September 30, 2025, this would have amounted to approximately $10.52 per issued and outstanding Vine Hill Public Share. If a Vine Hill Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Vine Hill Public Shares for cash and will no longer own Vine Hill Public Shares.

If you hold the shares in “street name,” you will have to coordinate with your broker to have your shares certificated or delivered electronically. Shares that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through DTC’s DWAC (deposit withdrawal at custodian) system. The Transfer Agent will typically charge the tendering broker approximately $80, and it would be up to the broker to decide whether to pass this cost on to the redeeming shareholder. In the event the Business Combination is not consummated this may result in an additional cost to shareholders for the return of their Vine Hill Public Shares.

Any request for redemption, once made by a Vine Hill Public Shareholder, may not be withdrawn unless the Vine Hill Board determines (in its sole discretion) to permit such withdrawal of a redemption request (which it may do in whole or in part).

Any corrected or changed written exercise of redemption rights must be received by the Transfer Agent prior to the Redemption Deadline and, following such deadline, with Vine Hill’s consent, prior to the Extraordinary General Meeting. No request for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically through DTC) to the Transfer Agent by the Redemption Deadline.

Notwithstanding the foregoing, a Vine Hill Public Shareholder, together with any affiliate of such Vine Hill Public Shareholder or any other person with whom such Vine Hill Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Vine Hill Public

100

Table of Contents

Shares with respect to more than an aggregate of 15% of the Vine Hill Public Shares sold in the Vine Hill IPO without the prior consent of Vine Hill. Accordingly, if a Vine Hill Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Vine Hill Public Shares sold in the Vine Hill IPO without the prior consent of Vine Hill, then any such shares in excess of that 15% limit would not be redeemed for cash.

Our Sponsor, officers and directors have agreed to, among other things, vote in favor of the Business Combination and waive their redemption rights in connection with the Closing with respect to any Vine Hill Ordinary Shares held by them. The Vine Hill Ordinary Shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per-share Redemption Price. As of the Record Date, the Sponsor owns approximately 25% of the issued and outstanding Vine Hill Ordinary Shares.

Holders of Vine Hill Public Warrants or Vine Hill Private Warrants will not have redemption rights with respect to the Vine Hill Class A Shares underlying such warrants.

The closing price of Vine Hill Public Shares on February 26, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus, was $10.63. As of March 2, 2026, the Record Date, funds in the Trust Account totaled $235.1 million and were comprised entirely of U.S. government securities, within the meaning of Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by Vine Hill meeting conditions of Rule 2a-7 under the Investment Company Act, as determined by Vine Hill, until the earlier of (i) the consummation of a business combination and (ii) the distribution of the Trust Account.

Prior to exercising redemption rights, Vine Hill Public Shareholders should verify the market price of the Vine Hill Public Shares as they may receive higher proceeds from the sale of their Vine Hill Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the Redemption Price. Vine Hill cannot assure its shareholders that they will be able to sell their Vine Hill Public Shares in the open market, even if the market price per share is higher than the Redemption Price, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their Vine Hill Public Shares.

Appraisal Rights under the Cayman Islands Companies Act

The Cayman Islands Companies Act prescribes when shareholder appraisal rights will be available and sets the limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, Vine Hill Public Shareholders are still entitled to exercise the rights of redemption in respect to their Vine Hill Public Shares as detailed in this proxy statement/prospectus, and the redemption proceeds payable to Vine Hill Public Shareholders who exercise such redemption rights represent the fair value of those shares. The certainty provided by the redemption process may be preferable for Vine Hill Public Shareholders wishing to exchange their Vine Hill Public Shares for cash. See the section titled “The Business Combination Proposal — Appraisal Rights Under the Cayman Islands Companies Act” for additional information.

Holders of Vine Hill Public Warrants or Vine Hill Units do not have appraisal rights in respect to such securities in connection with the Business Combination under the Cayman Islands Companies Act.

Proxy Solicitation

Vine Hill is soliciting proxies on behalf of the Vine Hill Board. This proxy solicitation is being made by mail but also may be made by telephone or in person. Vine Hill has engaged Sodali & Co to assist in the solicitation of proxies for the Extraordinary General Meeting. Vine Hill and its directors and officers and employees may also solicit proxies in person. Vine Hill will ask banks, brokers and other institutions, nominees and fiduciaries to forward this proxy statement/prospectus and the related proxy materials to their principals and to obtain their authority to execute proxies and voting instructions.

Vine Hill will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of this proxy statement/prospectus and the related proxy materials. Vine Hill will pay Sodali & Co a fee of $27,500 plus disbursements, reimburse Sodali & Co for its reasonable out-of-pocket expenses and indemnify Sodali & Co and its affiliates against certain claims, liabilities, losses, damages and expenses for its services as Vine Hill’s proxy solicitor. Vine Hill will reimburse brokerage firms and other custodians for their reasonable out-of-pocket

101

Table of Contents

expenses for forwarding this proxy statement/prospectus and the related materials to Vine Hill’s shareholders. Vine Hill’s directors and officers and employees of Vine Hill who solicit proxies will not be paid additional compensation for soliciting.

Vine Hill Shareholders

As of March 2, 2026, the Record Date, there are 22,000,000 Vine Hill Public Shares issued and outstanding which may be redeemed in connection with the Extraordinary General Meeting and 7,333,334 Vine Hill Class B Shares issued and outstanding. In addition, there are 16,500,000 warrants of Vine Hill issued and outstanding, consisting of 11,000,000 Vine Hill Public Warrants and 5,500,000 Vine Hill Private Warrants. Each Vine Hill Public Warrant and Vine Hill Private Warrant is exercisable for one Vine Hill Class A Share (or, following the Business Combination, one Holdco Ordinary Share).

Potential Purchases of Vine Hill Public Shares

At any time prior to the Extraordinary General Meeting, during a period when they are not then aware of any material non-public information regarding Vine Hill, CoinShares or its or their securities, the Sponsor, directors, executive officers, advisors or their affiliates may purchase Vine Hill Public Shares in privately negotiated transactions or in the open market from shareholders who redeem or indicate an intention to redeem, their Vine Hill Public Shares or they may enter into transactions with such persons and others to provide them with incentives to acquire Vine Hill Public Shares. Any Vine Hill Public Shares purchased by the Sponsor or its affiliates would be purchased at a price no higher than the Redemption Price for the Vine Hill Public Shares. For illustrative purposes, as of September 30, 2025, this would have amounted to approximately $10.52 per Vine Hill Public Share. Any Vine Hill Public Shares so purchased would not be voted by the Sponsor or its affiliates at the Extraordinary General Meeting and would not be redeemable by the Sponsor or its affiliates.

The purpose of such share purchases and other transactions would be to increase the likelihood that the conditions to the consummation of the Business Combination are satisfied or to provide additional equity financing. This may result in the completion of the Business Combination that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or warrants owned by the Sponsor for nominal value.

However, other than as expressly stated in this proxy statement/prospectus, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Vine Hill Public Shares in such transactions. Vine Hill will file a Current Report on Form 8-K prior to the Extraordinary General Meeting to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons. Any such report will include (i) the amount of Vine Hill Class A Shares purchased and the purchase price; (ii) the purpose of such purchases; (iii) the impact of such purchases on the likelihood that the Business Combination will be approved; (iv) the identities or characteristics of security holders who sold shares if not purchased in the open market or the nature of the sellers; and (v) the number of Vine Hill Class A Shares for which Vine Hill has received redemption requests.

Any such arrangements may have a depressive effect on the price of Holdco Ordinary Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than the market price and may therefore be more likely to sell the shares such investor or holder owns, either prior to or immediately after the Extraordinary General Meeting. The public “float” of Vine Hill Public Shares and the number of beneficial holders of Vine Hill’s securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of Vine Hill’s securities on a Stock Exchange.

102

Table of Contents

THE BUSINESS COMBINATION PROPOSAL

Business Combination Agreement

This subsection of the proxy statement/prospectus describes the material provisions of the Business Combination Agreement but does not purport to describe all of the terms of the Business Combination Agreement. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement. A current copy of the Business Combination Agreement is attached as Annex A to this proxy statement/prospectus. You are urged to read the Business Combination Agreement in its entirety because it is the primary legal document that governs the Business Combination.

The Business Combination Agreement contains representations, warranties and covenants that the respective parties to the Business Combination Agreement made to each other as of the Signing Date and/or other specific dates. The assertions and obligations embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties thereto in connection with negotiating the Business Combination Agreement. The representations, warranties and covenants in the Business Combination Agreement are also qualified in part by the underlying disclosure letters delivered by the parties (the “Disclosure Letters”), which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to shareholders. The Disclosure Letters were used for the purpose of allocating risk among the parties rather than establishing matters as facts. Additionally, the representations and warranties of the parties to the Business Combination Agreement may or may not have been accurate as of any specific date and do not purport to be accurate as of the Record Date. Accordingly, no person should rely on the representations and warranties in the Business Combination Agreement or the summaries thereof in this proxy statement/prospectus as characterizations of the actual state of facts about Vine Hill, CoinShares or any other matter.

Structure of the Business Combination

On September 8, 2025, Vine Hill, Holdco, SPAC Merger Sub and CoinShares entered into the Business Combination Agreement.

Pursuant to the Business Combination Agreement and subject to the terms and conditions set forth therein, (a) Vine Hill will merge with and into SPAC Merger Sub, with SPAC Merger Sub being the surviving entity as a direct, wholly-owned subsidiary of Holdco and with each Vine Hill shareholder receiving one Holdco Ordinary Shares for each Class A Share in accordance with the terms of the Business Combination Agreement and (b) SPAC Merger Sub will acquire CoinShares, with such acquisition being effected by the exchange of all CoinShares Shares for Holdco Ordinary Shares, pursuant to which CoinShares will become a direct, wholly-owned subsidiary of SPAC Merger Sub. As a result of the transactions, Vine Hill and CoinShares will become wholly-owned subsidiaries of Holdco and Holdco will become a publicly traded company, all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with applicable law.

Business Combination Consideration

As consideration for the SPAC Merger, at the effective time of the SPAC Merger, (a) each issued and outstanding Vine Hill Class A Share (including each Vine Hill Class A Share issued upon the Sponsor Share Conversion (as defined below)) will be converted into one Holdco Ordinary Share and (b) each outstanding public warrant of Vine Hill (each, a “Vine Hill Public Warrant”) will be assumed by Holdco as a public warrant of Holdco (each, a “Holdco Warrant”), having substantially the same terms and conditions and exercisable for Holdco Ordinary Shares. As consideration for the Scheme of Arrangement, at the effective time of the Scheme of Arrangement, (w) each CoinShares Share that is issued and outstanding (other than the PIPE Shares (as defined below)) will be exchanged for the number of Holdco Ordinary Shares equal to the quotient obtained by dividing (i) (A) $1.2 billion divided by (B) the number of Fully Diluted Equity Securities (as defined below) (such quotient obtained by dividing (A) by (B), the “Equity Value Per Share”) by (ii) $10.00 (such quotient obtained by dividing (i) by (ii), the “Equity Exchange Ratio”); (x) each option to purchase CoinShares Shares (each, a “CoinShares Option”) that is issued and outstanding and has vested pursuant to its terms will be converted into the right to receive an amount in cash equal to the product obtained by multiplying (i) the excess of the Equity Value Per

103

Table of Contents

Share over the exercise price of such CoinShares Option that has vested by (ii) the number of CoinShares Shares underlying such CoinShares Option; (y) (i) each CoinShares Option that is unvested will be converted into an option to purchase a number of Holdco Ordinary Shares equal to the product obtained by multiplying (A) the number of CoinShares Shares underlying such CoinShares Option by (B) the Equity Exchange Ratio and (ii) the per share exercise price of each Holdco Ordinary Share issuable upon exercise of each such converted CoinShares Option will be equal to the quotient obtained by dividing (A) the exercise price per share of such CoinShares Option immediately before the effective time of the Scheme of Arrangement by (B) the Equity Exchange Ratio, subject to the same terms and conditions of such CoinShares Option prior to conversion; and (z) each PIPE Share will be exchanged for one Holdco Ordinary Share. “Fully Diluted Equity Securities” means (a) CoinShares Shares issued and outstanding immediately prior to the effective time of the Scheme of Arrangement (other than the PIPE Shares) and (b) CoinShares Shares that, immediately prior to the effective time of the Scheme of Arrangement, would be issued if CoinShares Options, whether vested or unvested, were net settled by withholding CoinShares Shares upon exercise.

Representations and Warranties

The Business Combination Agreement contains customary representations and warranties of the parties, which shall not survive the consummation of the Business Combination (the “Closing”). Many of the representations and warranties in the Business Combination Agreement are qualified by materiality, including the defined terms “CoinShares Material Adverse Effect” or “SPAC Material Adverse Effect.” “CoinShares Material Adverse Effect,” as used in the Business Combination Agreement, means, subject to certain exceptions specified in the Business Combination Agreement, any state of facts, change, circumstance, occurrence, event or effect, that, individually or in the aggregate, has had or would reasonably be expected to have, a materially adverse effect on (a) the business, assets, financial condition or results of operations of the Group Companies, taken as a whole; or (b) the ability of CoinShares or Holdco, as applicable, to perform its obligations under the Business Combination Agreement or to consummate the Business Combination. “SPAC Material Adverse Effect,” as used in the Business Combination Agreement, means, subject to certain exceptions specified in the Business Combination Agreement, any state of facts, change, circumstance, occurrence, event or effect, that, individually or in the aggregate, has had or would reasonably be expected to have, a materially adverse effect on (a) the business, assets, financial condition or results of operations of SPAC; or (b) the ability of SPAC to perform its obligations under the Business Combination Agreement or to consummate the Business Combination. Certain of the representations and warranties in the Business Combination Agreement are subject to specified exceptions and qualifications contained in the Business Combination Agreement or in information provided pursuant to certain disclosure schedules to the Business Combination Agreement.

Covenants and Agreements

The Business Combination Agreement also contains customary pre-Closing covenants of the parties, including obligations of the parties to operate their respective businesses, in all material respects, in the ordinary course of business consistent with past practice and to refrain from taking certain specified actions without the prior written consent of CoinShares, with respect to Vine Hill and Vine Hill, with respect to CoinShares, Holdco and SPAC Merger Sub, in each case, subject to certain exceptions and qualifications. Additionally, the parties have agreed not to solicit, initiate, assist, negotiate or enter into competing transactions, as further provided in the Business Combination Agreement. The covenants do not survive the Closing (other than those that are to be performed after the Closing).

Each of CoinShares, Holdco and/or SPAC Merger Sub, as applicable, has also agreed, (a) as promptly as practicable after the execution of the Business Combination Agreement, to apply to the Royal Court of Jersey for an order convening a meeting of CoinShares Shareholders with respect to the Scheme of Arrangement and related matters and an Act of the Court sanctioning the Scheme of Arrangement and related matters and (b) no later than ten days after the of which this proxy statement/prospectus forms a part is effective in accordance with the Securities Act, to call, convene and hold an extraordinary general meetings of CoinShares Shareholders to approve, under Jersey law and as ordered by the Royal Court of Jersey, among other things, the Scheme of Arrangement. In furtherance of the foregoing and CoinShares’ obligations under the Shareholder Support Agreement (as defined below), as promptly as practicable following the date of the Business Combination Agreement, CoinShares has

104

Table of Contents

agreed to take all such actions as are necessary, proper or advisable to obtain the approvals of the CoinShares Shareholders described above, including, without limitation, the execution of voting agreements or additional Shareholder Support Agreements.

Closing Conditions

Under the Business Combination Agreement, the obligations of the parties to consummate (or cause to be consummated) the Business Combination are subject to the satisfaction of or waiver by all parties to the Business Combination Agreement (to the extent permitted by applicable law) of, a number of customary conditions, including, among other things: (i) approval by Vine Hill’s shareholders of the Condition Precedent Proposals; (ii) approval by CoinShares Shareholders of the Scheme of Arrangement; (iii) receipt of certain specified regulatory approvals, including, without limitation, expiration or termination of any waiting period under the Hart-Scott-Rodino Act; (iv) consummation of the Business Combination not being prohibited or enjoined by any order, rule, regulation or other applicable law; (v) absence of any secured creditors of Vine Hill; (vi) Holdco Ordinary Shares having been approved for listing on Nasdaq (or any other public stock market or exchange in the United States as may be agreed by CoinShares and Vine Hill), subject to official notice of issuance thereof; (vii) effectiveness of the registration statement of which this proxy statement/prospectus forms a part in accordance with the Securities Act and absence of any stop order issued by the SEC which remains in effect with respect to the registration statement of which this proxy statement/prospectus forms a part; and (viii) the Royal Court of Jersey sanctioning the Scheme of Arrangement and the submission by CoinShares of the court’s order to the Registrar of Companies of Jersey for registration.

The obligations of Vine Hill to consummate the Business Combination are also subject to, the satisfaction or waiver by Vine Hill of a number of conditions, including, among other things: (i) the respective representations and warranties of CoinShares, Holdco and SPAC Merger Sub being true and correct, subject to the applicable materiality standards contained in the Business Combination Agreement; (ii) material performance or compliance by CoinShares, Holdco and SPAC Merger Sub with their respective pre-Closing covenants; (iii) no CoinShares Material Adverse Effect having occurred since the date of the Business Combination Agreement that is continuing; and (iv) material performance by CoinShares and the Key CoinShares Shareholders (as defined below) with their respective pre-Closing covenants under the Shareholder Support Agreement (as defined below).

The obligations of CoinShares, Holdco and SPAC Merger Sub to consummate the Business Combination are also subject to, the satisfaction or waiver by CoinShares of a number of conditions, including among other things: (i) no information having been made public by Vine Hill or otherwise made available to CoinShares, Holdco or SPAC Merger Sub by Vine Hill, being materially inaccurate, incomplete or misleading in any material respect and Vine Hill having made public all material information which is required to be made public under applicable law; (ii) no state of facts, changes, circumstances, occurrences, events or effects having occurred that has had or would reasonably be expected to have, a materially adverse effect on (a) the business, assets, financial condition or results of operations of Vine Hill or (b) the ability of Vine Hill to perform its material obligations under the Business Combination Agreement or to consummate the Business Combination, in each case, subject to certain exceptions; (iii) none of Vine Hill or the Sponsor having (x) taken any action that is likely to impair the prerequisites for the Closing or (y) failed to take any action the failure of which is likely to impair the prerequisites for the Closing; and (iv) completion of the Vine Hill Private Warrant Cancellation.

Termination

The Business Combination Agreement may be terminated at any time prior to the Closing, among other things: (i) by mutual written agreement of Vine Hill and CoinShares at any time, (ii) by either Vine Hill or CoinShares if the Business Combination shall not have been consummated by June 8, 2026; (iii) by either Vine Hill or CoinShares if a Governmental Entity of competent jurisdiction shall have issued an Order or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Business Combination, including the Mergers, which Order or other action is final and non-appealable; (iv) by CoinShares, upon notice and subject to specified conditions with respect to cure of relevant defaults, if any information made public by Vine Hill or otherwise made available to CoinShares, Holdco or SPAC Merger Sub by Vine Hill, is inaccurate, incomplete or misleading in any material respect or if Vine Hill has failed to make public all information which is required to be made public under applicable law; (v) by Vine Hill, upon notice and subject to specified conditions with respect to cure of relevant defaults, upon a breach of any representation, warranty, covenant or agreement set forth in the Business Combination Agreement on the part of CoinShares, Holdco or SPAC Merger Sub or if any representation or warranty of CoinShares

105

Table of Contents

shall have become untrue, in each case, such that the conditions would not be satisfied; (vi) by either Vine Hill or CoinShares if the approval by Vine Hill’s shareholders of the Condition Precedent Proposals has not been obtained; or (vii) by either Vine Hill or CoinShares if the approval by CoinShares Shareholders of, among other things, the Scheme of Arrangement, has not been obtained.

None of the parties to the Business Combination Agreement is required to pay a termination fee or reimburse any other party for its expenses as a result of a termination of the Business Combination Agreement. However, each party will remain liable for willful breaches of the Business Combination Agreement or for Fraud prior to termination. Notwithstanding the foregoing, CoinShares will bear all fees, costs and expenses incurred by any party in connection with the filing of the registration statement of which this proxy statement/prospectus forms a part with the SEC and submitting a listing application for Holdco securities to Nasdaq (or any other public stock market or exchange in the United States as may be agreed by CoinShares and Vine Hill), regardless of whether the Closing occurs. Additionally, following the Closing, Holdco will be required to reimburse or pay or cause to be reimbursed or paid, all expenses of the parties, provided that expenses of Vine Hill (subject to certain exceptions) shall only be reimbursed up to an amount of $4,000,000.

Waiver and Amendments

At any time prior to Closing, any party to the Business Combination Agreement may, by approval by their respective board of directors or other officers or persons duly authorized: (i) extend the time for the performance of the obligations or acts of the other party; (ii) waive any inaccuracies in the representations and warranties (of the other party) that are contained in the Business Combination Agreement; or (iii) waive compliance by the other party with any of the agreements or conditions contained in the Business Combination Agreement. The Business Combination Agreement may be amended, supplemented or modified only by execution of a written instrument signed by the party to the Business Combination Agreement granting such extension or waiver.

The foregoing description of the Business Combination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Business Combination Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A and is incorporated herein by reference.

Vine Hill’s Sponsor

The Sponsor, Vine Hill Capital Sponsor I LLC, is a Delaware limited liability company, which was recently formed to invest in our company. Although our sponsor is permitted to undertake any activities permitted under the Delaware Limited Liability Company Act and other applicable law, Vine Hill’s Sponsor’s business is focused on investing in our company. Vine Hill’s Chief Executive Officer, Nicholas Petruska, is the sole managing member of the Sponsor and controls the management of the Sponsor, including the exercise of voting and investment discretion over the securities of our company held by the Sponsor. As of the date of this prospectus, other than Messrs. Seavers, Petruska and Zlotnitsky, no other person has a direct or indirect material interest in the Sponsor. Messrs. Seavers, Petruska and Zlotnitsky own membership interests in the Sponsor, which represent approximately 70% of the economic interests in the Sponsor. In addition, our other independent directors will receive for their services as a director an indirect interest in the Vine Hill Class B Shares through membership interests in the Sponsor. Vine Hill’s special advisor is also a member in the Sponsor. Other than Vine Hill’s management team, none of the other members of our sponsor will participate in our company’s activities. the Sponsor’s roles and responsibilities included organizing, directing and managing the business and affairs of Vine Hill until the Vine Hill IPO. Currently, the Sponsor assists Vine Hill with seeing an initial business combination and providing Vine Hill with office space, administrative and shared personnel support services.

For more information about the Sponsor and the agreements that the Sponsor has entered into with Vine Hill, please see the section of this proxy statement/prospectus entitled “Information About Vine Hill — Sponsor Information” and “Certain Relationships and Related Party Transactions — Vine Hill Related Party Transactions.”

Certain Agreements Related to the Business Combination

This section describes certain additional agreements entered into or to be entered into pursuant to the Business Combination Agreement (the “Related Agreements”) but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of each of the Related Agreements. The full text of the Related Agreements or forms thereof, are filed as annexes to this proxy statement/prospectus

106

Table of Contents

or as exhibits to the registration statement of which this proxy statement/prospectus forms a part and the following descriptions are qualified in their entirety by the full text of such annexes and exhibits. Vine Hill’s shareholders and other interested parties are urged to read such Related Agreements in their entirety prior to voting on the proposals presented at the Extraordinary General Meeting.

Sponsor Support Agreement

Contemporaneously with the execution of the Business Combination Agreement, Vine Hill entered into a Sponsor Support Agreement with the Sponsor, CoinShares and Holdco (the “Sponsor Support Agreement”), pursuant to which, among other things, the Sponsor agreed (i) to vote its Vine Hill Ordinary Shares in favor of the Business Combination and all related transactions and proposals and withhold consent for any action that may result in breach of the Business Combination Agreement or otherwise impair the Closing, (ii) to waive any rights to adjustment or other anti-dilution or similar protections with respect to the rate that the Vine Hill Class B Shares held by the Sponsor will convert into Vine Hill Class A Shares in connection with the Business Combination and related transactions, (iii) not to transfer, redeem or cause the redemption of any of the Vine Hill Class B Shares or Vine Hill Class A Shares held by the Sponsor prior to or in connection with the consummation of the Business Combination, (iv) to forfeit and surrender the Sponsor Forfeited Shares, (v) to effect the Vine Hill Private Warrant Cancellation, (vi) to consummate the Sponsor Share Conversion one day prior to the effective time of the SPAC Merger, (vii) to release any claims against Vine Hill, Holdco, CoinShares and SPAC Merger Sub with respect to any matter arising prior to the Closing, subject to customary exceptions and existing contractual rights and (viii) to cause to be forgiven, for no consideration, any loans made to Vine Hill by the Sponsor, any member of Vine Hill or the Sponsor’s respective management teams or any other person.

Shareholder Support Agreement

Contemporaneously with the execution of the Business Combination Agreement, a group of CoinShares Shareholders (the “Key CoinShares Shareholders”) holding at least 75% of the outstanding CoinShares Shares entered into a Shareholder Support Agreement with Vine Hill, Holdco, CoinShares and SPAC Merger Sub (the “Shareholder Support Agreement”), pursuant to which, among other things, such Key CoinShares Shareholders agreed (i) to vote in favor of the Business Combination and all related transactions and proposals and withhold consent for any action that may result in breach of the Business Combination Agreement or otherwise impair the Closing, (ii) to waive any preemption rights or similar protections with respect to their CoinShares Shares in connection with the Business Combination and related transactions and (iii) not to transfer, redeem or cause the redemption of any of CoinShares Shares held by such Key CoinShares Shareholders prior to or in connection with the consummation of the Business Combination, subject to customary exceptions and existing contractual rights. The approval of the Scheme of Arrangement will also require the favorable vote of a majority of the total number of CoinShares Shareholders named on the register of shareholders.

Lock-Up Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, the Sponsor and the Key CoinShares Shareholders (the “Lock-Up Parties” and each, a “Lock-Up Party”) entered into a Lock-Up Agreement (the “Lock-Up Agreement”) with Holdco and Vine Hill, pursuant to which the Lock-Up Parties agreed that the Holdco Ordinary Shares received by each such Lock-Up Party will be locked up and subject to transfer restrictions, as described below, subject to certain exceptions. The Holdco Ordinary Shares held by each Lock-Up Party will be locked up until the earlier of (i) six (6) months after the date of the Closing (the “Anniversary Release”) and (ii) the date on which Holdco consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction after the Closing which results in all of Holdco’s shareholders having the right to exchange their Holdco Ordinary Shares for cash, securities or other property. Beginning on the date that is 90 days after the Closing Date, any CoinShares Shareholder prior to the Business Combination that is subject to a Lock-Up Agreement other than any executive officer, founder or director of Holdco or their respective affiliates, may transfer up to 20% of their respective Holdco Ordinary Shares, so long as the closing sales price of the Holdco Ordinary Shares equals or exceeds $18.00 per share for at least 20 trading days within any 30 consecutive trading day period commencing any time 60 days after the Closing Date. Any CoinShares Shareholder prior to the Business Combination that is subject to a Lock-Up Agreement may transfer all of their respective Holdco Ordinary Shares, so long as the closing sales price of the Holdco Ordinary Shares equals or exceeds $22.00 per share for at least 20 trading days within any 30 consecutive trading day period commencing any time after the Closing Date.

107

Table of Contents

Amended and Restated Registration Rights Agreement

At the Closing, Holdco, SPAC Merger Sub, the Sponsor and certain holders of Holdco Ordinary Shares will amend and restate the Registration Rights Agreement, dated as of September 5, 2024, by entering into an Amended and Restated Registration Rights Agreement (the “A&R Registration Rights Agreement”). Among other things, the A&R Registration Rights Agreement will provide that the Sponsor and such other holders will be granted certain customary registration rights, on the terms and subject to the conditions set forth in the A&R Registration Rights Agreement, with respect to securities of Holdco that they will hold following the Business Combination.

Background of the Business Combination

Vine Hill is a blank check company incorporated as a Cayman Islands exempted company on May 24, 2024, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. The proposed Business Combination is a product of Vine Hill’s multi-faceted expertise, investing and operating experience, and broad network of relationships. The terms of the Business Combination Agreement were the result of extensive arm’s-length negotiations between Vine Hill and CoinShares (and their respective affiliates and advisors discussed below). The following is a brief description of the background of these negotiations.

In two closings on September 9 and 12, 2024, Vine Hill consummated its IPO of 22,000,000 Units at $10.00 per Unit, generating gross proceeds to Vine Hill of $220,000,000. On September 9, 2024, Vine Hill also completed a private placement of 5,500,000 private placement warrants with Vine Hill Capital Sponsor I LLC (the “Sponsor”) at a price of $1.00 per warrant generating gross proceeds to Vine Hill of $5,500,000.

Prior to the consummation of the Vine Hill IPO, neither Vine Hill, nor anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with Vine Hill.

After completing the Vine Hill IPO, Vine Hill commenced an active search for businesses or assets to acquire for the purpose of consummating an initial business combination. Vine Hill management reviewed self-generated ideas and ideas generated by the Vine Hill Board; explored ideas with Stifel, Nicolaus & Company, Incorporated (“Stifel”), the underwriter for the Vine Hill IPO; considered transactions sourced through various investment banking and advisory firms; and contacted, and were contacted by, a number of individuals and entities with respect to a significant number of business combination opportunities, including business and asset owners, management teams and financial advisors, in a diverse range of sectors, including but not limited to, digital assets, utilities, utility services, education, digital marketing, financial services, healthcare, technology and technology infrastructure, government services, industrials, business services, maritime, construction services, and automotive.

Representatives of Vine Hill engaged in extensive due diligence and multiple detailed discussions directly with the senior executives and/or stockholders of numerous potential business combination partners as part of its overall business combination evaluation process. During the process that led to identifying CoinShares as an attractive business combination target, Vine Hill’s management team evaluated more than 93 potential business combination targets and held management meetings with approximately 53 potential business combination targets, and held active discussions regarding the potential for a business combination transaction with such parties regarding such potential business combination targets to discuss the potential for a business combination transaction. Vine Hill entered into non-disclosure agreements with 31 potential business combination targets and submitted 14 non-binding proposals. Vine Hill did not enter into an exclusivity period or letter of intent with any target other than CoinShares due to other potential targets either determining not to progress to a business combination with any SPAC, or seeking terms that were not deemed to be attractive to Vine Hill, including valuations that Vine Hill did not believe would be supported in the public markets, or businesses that Vine Hill determined were not sufficiently mature in their development for public investment. Vine Hill believes it was able to evaluate a large number of potential targets due to the agility and quality of its management team, its network of industry, private equity, credit fund and lending community relationships, as well as relationships with management teams of public and private companies, investment bankers, restructuring advisors, attorneys and accountants, as well as its proactive, thematic sourcing strategy.

Following the consummation of the Vine Hill IPO, Vine Hill dedicated significant time and resources to exploring opportunities in the digital asset sector. As a result, Vine Hill reviewed or made contact with, or was contacted by, representatives of numerous companies and evaluated more than six potential business combination targets in such industry.

108

Table of Contents

Beginning on the date of the completion of the Vine Hill IPO and through the signing of the Business Combination Agreement, Vine Hill’s management team (including Nicholas Petruska, Vine Hill’s Chief Executive Officer, and Daniel Zlotnitsky, Vine Hill’s Chief Financial Officer), members of the Vine Hill Board participated in periodic video and teleconference meetings, including all members of Vine Hill’s management team participating in weekly meetings, to discuss matters relating to potential business combination opportunities for Vine Hill. Such meetings were intended to keep Vine Hill’s management and its advisors apprised of the status of Vine Hill’s efforts to identify, evaluate and engage in discussions with potential business combination targets.

Such periodic meetings continued after CoinShares and Vine Hill agreed to exclusivity, and during such periods the focus of such meetings turned to updates concerning Vine Hill’s negotiation of potential business combination terms and definitive transaction documents and other related matters.

The Vine Hill team was initially introduced to the CoinShares opportunity via Stifel prior to March 13, 2025, on which date members of Vine Hill’s management first met with members of CoinShares’ management. Subsequent to this meeting, Vine Hill’s management conducted due diligence review of CoinShares, including an in-person presentation by CoinShares’ management and multiple due diligence teleconference calls involving various CoinShares employees, as well as a due diligence teleconference call attended by members of CoinShares’ legal counsel, White & Case LLP (“White & Case”), and Vine Hill’s legal counsel, Paul Hastings LLP (“Paul Hastings”).

On March 19, 2025, Vine Hill’s management first discussed the CoinShares opportunity with members of the Vine Hill Board at a meeting held to discuss sourcing updates and potential business combination opportunities then being pursued.

On April 25, 2025, Vine Hill submitted to CoinShares an initial non-binding letter of intent highlighting Vine Hill’s interest in a potential business combination transaction with CoinShares, background information on Vine Hill and potential parameters of a potential business combination transaction. This initial non-binding letter of intent provided that it was subject to further due diligence review and indicated an enterprise value for CoinShares of $1.0 billion, which would have resulted in the issuance of 100.0 million Holdco Ordinary Shares to CoinShares equity holders upon the closing of the proposed business combination transaction, assuming no net debt. This initial enterprise value reflected Vine Hill’s management team’s preliminary evaluation of CoinShares’ business and strategy based on the due diligence information that had been provided to Vine Hill at that time. The initial non-binding letter of intent also contemplated (i) that the parties intend to secure additional financing from one or more investors, (ii) use of up to 1.833 million Founder Shares to induce a committed financing and (iii) an agreement by the Sponsor to forfeit up to 1,833,333 Founder Shares, to the extent that such shares were not otherwise utilized, to incentivize participation in financing transactions associated with the proposed Business Combination or secure non-redemption agreements from Vine Hill Public Shareholders, subject to certain conditions.

After April 25, 2025, and continuing through the execution of the LOI, Vine Hill also discussed the potential Business Combination with representatives of Stifel, including discussions regarding potential market receptivity and other capital markets considerations.

On May 7, 2025, following ongoing discussions among representatives of Vine Hill and CoinShares, Vine Hill sent a revised non-binding letter of intent to CoinShares. This revised non-binding letter of intent contemplated (i) an enterprise value for CoinShares of $1.2 billion, (ii) use of up to 2.933 million Founder Shares to induce a committed financing and (iii) an agreement by the Sponsor to forfeit up to 2,933,333 Founder Shares, to the extent that such shares were not otherwise utilized, to incentivize participation in financing transactions associated with the proposed Business Combination or secure non-redemption agreements from Vine Hill Public Shareholders, subject to certain conditions.

On May 22, 2025, members of Vine Hill’s management team had a video conference call with representatives of Bryan, Garnier & Co Limited (“Bryan Garnier”) and Stifel to further discuss the letter of intent. On June 2, 2025, Stifel acquired Bryan Garnier.

On June 2, 2025, a representative of Stifel, on behalf of CoinShares, delivered to members of Vine Hill’s management team a revised draft of the letter of intent reflecting comments from CoinShares and its legal counsel, White & Case. This revised non-binding letter of intent contemplated (i) a pre-money equity value for CoinShares of $1.2 billion (which was a change from the $1.2 billion expressed as enterprise value in the prior non-binding letter of intent and corresponded to a pro forma enterprise value of $920.8 million, as further discussed below under the subheading “Guideline Company Analyses”), (ii) use of up to 2.933 million Founder Shares to induce a committed financing, (iii) a condition that, upon closing, Holdco shall have a minimum public float at a to-be-negotiated

109

Table of Contents

level, (iv) an agreement by the Sponsor to forfeit up to 2,933,333 Founder Shares, to the extent that such shares were not otherwise utilized, to incentivize participation in financing transactions associated with the proposed Business Combination or secure non-redemption agreements from Vine Hill Public Shareholders, subject to certain conditions, (v) a mechanism for Vine Hill’s transaction expenses to be capped at a to-be-negotiated level and (vi) a requirement that the Sponsor will convert its Vine Hill Private Warrants into Vine Hill Ordinary Shares at a to-be-negotiated level.

On June 3, 2025, a member of Vine Hill’s management team delivered to Stifel, on behalf of CoinShares, a revised draft of the letter of intent reflecting comments from Vine Hill and its legal counsel, Paul Hastings. This revised non-binding letter of intent contemplated (i) a pre-money equity value for CoinShares of $1.2 billion, (ii) use of up to 2.933 million Founder Shares to induce a committed financing, (iii) a condition that, upon closing, Holdco shall have a minimum public float of 10.0 million shares, (iv) an agreement by the Sponsor to forfeit up to 2,933,333 Founder Shares, to the extent that such shares were not otherwise utilized, to incentivize participation in financing transactions associated with the proposed Business Combination or secure non-redemption agreements from Vine Hill Public Shareholders, subject to certain conditions, (v) a mechanism for Vine Hill’s transaction expenses to be capped at $7.5 million and (vi) a requirement that the Sponsor will convert its Vine Hill Private Warrants into Vine Hill Ordinary Shares at a to-be-negotiated level.

On June 5, 2025, a representative of Stifel, on behalf of CoinShares, delivered to members of Vine Hill’s management team a revised draft of the letter of intent reflecting comments from CoinShares and White & Case. This revised non-binding letter of intent contemplated (i) a pre-money equity value for CoinShares of $1.2 billion (ii) use of up to 2.933 million Founder Shares by Vine Hill’s Founders, to induce a committed financing, (iii) a carve-out from exclusivity to engage in discussions with potential investors for a committed financing, (iv) a closing condition that upon closing Holdco shall have a minimum public float of 10.0 million shares, (v) an agreement by the Sponsor to forfeit up to 2,933,333 Founder Shares, to the extent that such shares were not otherwise utilized, to incentivize participation in financing transactions associated with the proposed Business Combination or secure non-redemption agreements from Vine Hill Public Shareholders, subject to certain conditions, (vi) established a mechanism for SPAC transaction expenses to be capped at $5.5 million, (vii) included a requirement that the Sponsor will convert its Private Placement Warrants into Common Shares at a 10:1 level, and (viii) proposed that Sponsor would appoint one director, and CoinShares would appoint all other directors, to the post-Closing board of directors of Holdco.

Between June 5, 2025, and June 21, 2025, Vine Hill continued to conduct due diligence review of CoinShares, and Vine Hill and CoinShares continued to exchange revised drafts of the letter of intent, however commercial terms were not altered from the June 5, 2025, version.

On June 21, 2025, after further discussions and conference calls, Vine Hill and CoinShares agreed upon and executed a final version of the non-binding letter of intent (the “LOI”), reflecting the discussions among the parties and their respective advisors and legal counsel over the prior days. The LOI contemplated, among other things: (i) a proposal to acquire 100% of CoinShares, (ii) a proposed pre-money equity value of CoinShares of $1.2 billion, assuming a per share price of $10.00 for shares of Holdco Ordinary Shares, (iii) that the parties would evaluate the possibility of raising additional financing in connection with the proposed Business Combination, (iv) an agreement by the Sponsor to forfeit up to 2,933,333 Founder Shares to the extent that such shares were not otherwise utilized to incentivize participation in financing transactions associated with the proposed Business Combination or secure non-redemption agreements from Vine Hill Public Shareholders, subject to certain conditions; (v) an agreement by the Sponsor to convert its 5.5 million Vine Hill Private Warrants into 550,000 Founder Shares; (vi) an agreement that Vine Hill’s transaction expenses will be capped at $5.5 million; and (vii) that the obligations of CoinShares to consummate the Business Combination would be subject to a condition of Holdco having a public float of at least 10.0 million shares upon closing. The LOI also provided for a 75-day mutual exclusivity period, subject to an additional 15-day extension. Additionally, the LOI provided for the post-Closing governance and composition of the board of directors of Holdco, which shall consist of five directors, two of which will be designated by CoinShares and three of which will be independent directors designated by Vine Hill who will be subject to the approval of CoinShares. Vine Hill and CoinShares agreed that compensatory arrangements for executive officers and directors of Holdco would be determined by the Holdco board of directors following the closing of the Business Combination, with assistance of a compensation consultant. Upon the parties’ agreement of the pre-money equity value of CoinShares and per share price of $10.00 as set forth in the LOI, there were no further negotiations relating to the implied equity value to be retained by the Vine Hill Public Shareholders based on such pre-money equity value and the proposed capitalization of the combined company.

Commencing on June 30, 2025, CoinShares provided access to certain CoinShares documents and information regarding CoinShares to Vine Hill and its advisors. During this time, representatives of Vine Hill and CoinShares were in frequent contact regarding information requests about CoinShares as part of Vine Hill’s due diligence process. Vine

110

Table of Contents

Hill also utilized third-party advisors in connection with its due diligence review of CoinShares, including Appleby (Jersey) LLP, Jersey legal counsel to Vine Hill (“Appleby Jersey”), Advokatfirman Hammarskiöld & Co, Swedish legal counsel to Vine Hill (“Hammarskiöld”), and Paul Hastings.

During the week of June 30, 2025, and through August 24, 2025, Vine Hill continued its due diligence review of CoinShares, including its review of materials uploaded to CoinShares’ virtual data room, submission of incremental due diligence requests and discussions with Paul Hastings as to legal due diligence.

On July 10, 2025, the management directors of the Vine Hill Board and the other members of the Vine Hill Board met via videoconference and were joined by representatives of Paul Hastings. At the meeting, Vine Hill’s management updated the Vine Hill Board on the potential Business Combination, including discussions regarding the general timetable and the proposed terms of the Business Combination. The Vine Hill Board discussed the engagement of Stifel as placement agent for the financing relating to the transaction, including with respect to a potential conflict of interest Stifel had in connection with the proposed Business Combination. At the meeting, the nature of the potential conflict of interest was discussed, including the facts that (i) CoinShares had previously engaged Bryan Garnier to provide strategic advisory services in January 2025 and had more specifically confirmed Bryan Garnier’s engagement with respect to potential business combinations with a SPAC in April 2025 and (ii) on June 2, 2025, Stifel acquired Bryan Garnier. Following this discussion, the Vine Hill Board approved Stifel’s engagement as placement agent for the financing relating to the transaction, as well as the waiver of the potential conflict of interest arising from such engagement. The Vine Hill Board also discussed fairness opinions obtained in the context of SPAC business combinations and the considerations with respect to obtaining a fairness opinion in connection with the potential Business Combination. The Vine Hill Board did not determine whether or not to obtain a fairness opinion in connection with the potential Business Combination.

On July 18, 2025, Stifel and Vine Hill entered into a letter agreement, which was acknowledged and agreed to by CoinShares, engaging Stifel as financing agent for Vine Hill, reflecting the parties’ understanding and consent to any potential conflict of interest in relation to Stifel’s provision of services to both Vine Hill and CoinShares and waiving Stifel’s right to a deferred underwriting fee in connection with the Vine Hill IPO.

On July 18, 2025, Stifel and CoinShares entered into a letter agreement consenting to Stifel providing services to Vine Hill.

On July 19, 2025, White & Case delivered an initial draft of the Business Combination Agreement to Paul Hastings.

On July 24, 2025, the Vine Hill management team had a video conference call with Paul Hastings to discuss the material terms of the initial draft of the Business Combination Agreement in preparation of returning a revised draft of the Business Combination Agreement to White & Case and CoinShares.

On July 26, 2025, Paul Hastings circulated to White & Case a revised draft of the Business Combination Agreement, reflecting revisions to the provisions relating to SPAC transaction expenses and the calculation of the minimum requisite public float of Holdco as of immediately prior to the closing of the Business Combination. As set forth in the LOI, all SPAC transaction expenses were to be paid by CoinShares, subject to a $5.5 million cap, and during subsequent discussions CoinShares took the position that SPAC transaction expenses paid prior to the closing of the Business Combination should be subject to this cap, while Vine Hill took the position that any SPAC transaction expenses paid prior to closing as expenses were to be borne by SPAC and therefore should not be subject to the cap applicable to SPAC transaction expenses payable by CoinShares. As further set forth in the LOI, CoinShares sought to improve the liquidity of CoinShares ordinary shares with the requirement of a minimum public float, while Vine Hill sought to increase certainty of closing of the Business Combination as a significant level of redemptions of Vine Hill Public Shares could result in a failure to satisfy the minimum public float condition.

Between July 26, 2025, and continuing until September 6, 2025, representatives of White & Case and Paul Hastings continued to exchange drafts and meet frequently via teleconference calls to negotiate the final terms of the principal agreements for the proposed business combination transaction, including the Business Combination Agreement, the Shareholder Support Agreement, the Sponsor Support Agreement, the Registration Rights Agreement and the Lock-Up Agreement, as well as other ancillary documents. Representatives of such firms also continued work on documents related to the potential financing transaction.

111

Table of Contents

On July 31, 2025, White & Case circulated to Paul Hastings a revised draft of the Business Combination Agreement, reflecting revisions that removed shares issued in connection with the PIPE Investment from the calculation of the public float of Holdco as of immediately prior to the closing of the Business Combination as such shares would not be publicly traded at the time of the closing and subjected Vine Hill transaction expenses payable upon the closing of the Business Combination to a cap.

On August 2, 2025, the Vine Hill management team had a video conference call with Paul Hastings to discuss the material terms of the initial draft of the Business Combination Agreement in preparation of returning a revised draft of the Business Combination Agreement to White & Case and CoinShares.

On August 3 and 4, 2025, Paul Hastings circulated to White & Case a revised draft of the Business Combination Agreement, reflecting continued revisions relating to the calculation of the public float of Holdco as of immediately prior to the closing of the Business Combination and Vine Hill transaction expenses subject to a cap.

On August 6 and 7, 2025, White & Case circulated to Paul Hastings revised drafts of the Business Combination Agreement, reflecting a revised proposal for the treatment of CoinShares options at the closing of the Business Combination and continued revisions relating to the calculation of the public float of Holdco as of immediately prior to the closing of the Business Combination and Vine Hill transaction expenses subject to a cap.

On August 8, 2025, Paul Hastings circulated to White & Case a revised draft of the Business Combination Agreement.

On August 10 and 12, 2025, White & Case circulated to Paul Hastings revised drafts of the Business Combination Agreement.

On August 11, 2025, White & Case circulated to Paul Hastings an initial draft of the Sponsor Support Agreement and Registration Rights Agreement.

On August 14, 2025, White & Case circulated to Paul Hastings an initial draft of the Lock-Up Agreement.

Also, on August 14, 2025, Paul Hastings circulated to White & Case a revised draft of the Business Combination Agreement and an initial draft of the Shareholder Support Agreement.

On August 15, 2025, the management directors of the Vine Hill Board and the other members of the Vine Hill Board met via teleconference with representatives of Appleby (Cayman) Ltd., Cayman Islands legal counsel to Vine Hill (“Appleby Cayman”). Appleby Cayman reviewed the fiduciary duties of the Vine Hill Board under Cayman Islands law and in particular, the requirement of a fairness opinion in connection with the potential Business Combination. After such presentation and discussion among the members of the Vine Hill Board and Vine Hill’s management team, the Vine Hill Board determined not to obtain a fairness opinion as it concluded that Vine Hill’s management’s and the Vine Hill Board’s experience and background enabled them to make the necessary analyses and determinations regarding the Business Combination and its terms.

On August 16, 2025, Paul Hastings circulated to White & Case revised drafts of the Sponsor Support Agreement, Lock-Up Agreement and Registration Rights Agreement.

On August 18, 2025, White & Case circulated to Paul Hastings a revised draft of the Business Combination Agreement.

On August 21, 2025, Paul Hastings circulated to White & Case a revised draft of the Business Combination Agreement.

On August 23, 2025, White & Case circulated to Paul Hastings a revised draft of the Sponsor Support Agreement.

Later that day, on August 23, 2025, Paul Hastings circulated to White & Case a revised draft of the Sponsor Support Agreement.

On August 25, 2025, the Vine Hill Board met via videoconference and were joined by members of Vine Hill’s management team and representatives of Paul Hastings, Appleby Cayman, Appleby Jersey and Stifel. At the meeting, Appleby Cayman reviewed the fiduciary duties of the Vine Hill Board in connection with evaluating and approving the proposed business combination transaction in accordance with Cayman Islands law. Stifel then discussed the general IPO market, recent IPO precedents in the digital asset sector and the relative valuation of CoinShares. Stifel also discussed the SPAC PIPE market and the PIPE process in connection with the proposed transaction, including

112

Table of Contents

the investor outreach and potential PIPE investors. Following such discussion, Stifel began coordinating the marketing and negotiation process regarding the proposed PIPE Investment, including identifying the proposed PIPE investor. Vine Hill’s management updated the Vine Hill Board on the potential Business Combination, including reviewing the process leading to the proposed transaction, the material terms of the proposed transaction, and the benefits and risks of the proposed transaction. Vine Hill’s management reviewed the business and financial due diligence conducted with respect to CoinShares, including the diligence conducted by third-party advisors. Vine Hill’s management then made a presentation regarding the valuation of CoinShares, including the financial analyses performed by Vine Hill’s management. Representatives of Paul Hastings made presentations to the Vine Hill Board regarding the legal due diligence conducted in connection with the proposed transaction. Paul Hastings then reviewed the terms of the proposed Business Combination Agreement and Ancillary Agreements as well as the board resolutions to be adopted once the transaction documents are finalized.

On August 25, 2025, White & Case circulated to Paul Hastings revised drafts of the Shareholder Support Agreement and the Lock-Up Agreement.

On August 26, 2025, Paul Hastings circulated to White & Case a revised draft of the Shareholder Support Agreement.

Also, on August 26, 2025, White & Case circulated to Paul Hastings a revised draft of the Shareholder Support Agreement.

On August 28, 2025, White & Case circulated to Paul Hastings revised drafts of the Shareholder Support Agreement and the Business Combination Agreement.

On August 29, 2025, Paul Hastings circulated to White & Case a revised draft of the Business Combination Agreement, reflecting a revised proposal with respect to CoinShares obtaining Shareholder Support Agreements from a sufficient number of CoinShares Shareholders to approve the Scheme of Arrangement in accordance with Jersey law.

Also, on August 29, 2025, members of Vine Hill management, members of CoinShares management and representatives of Paul Hastings and White & Case met via videoconference to discuss and negotiate the final terms of the Business Combination Agreement and other agreements related to the Business Combination.

On August 29, 2025, Paul Hastings circulated to White & Case a revised draft of the Business Combination Agreement.

On August 30, 2025, representatives of Paul Hastings, Hammarskiöld and White & Case met via videoconference to discuss and negotiate the final terms of the Business Combination Agreement.

Also, on August 30, 2025, the Vine Hill management team had a video conference call with Paul Hastings to discuss the material terms of the Business Combination Agreement in preparation of returning a revised draft of the Business Combination Agreement to White & Case and CoinShares.

On August 31, 2025, Paul Hastings circulated to White & Case a revised draft of the Business Combination Agreement.

Also, on August 31, 2025, representatives of Paul Hastings, Hammarskiöld, Appleby Jersey, Appleby Cayman, White & Case and Carey Olsen Jersey LLP met via videoconference to discuss and negotiate the final terms of the Business Combination Agreement.

Also, on August 31, 2025, White & Case circulated a revised draft of the Business Combination Agreement to Paul Hastings.

Also, on August 31, 2025, Paul Hastings circulated to White & Case a revised draft of the Business Combination Agreement.

On September 1, 2025, Paul Hastings circulated to White & Case an initial draft of the Subscription Agreement relating to the proposed PIPE Investment. The proposed terms of the PIPE Investment included, among other things, (i) the timing and manner of funding of the PIPE Investment, (ii) the subscription price per share, (iii) the PIPE investor’s right to reduce the number of PIPE Investment Shares that it is obligated to purchase under the PIPE Subscription Agreement by the number of Vine Hill Class A Shares acquired by the PIPE Investor in the open market

113

Table of Contents

or in privately negotiated transactions and (iv) conditions to the consummation of the PIPE Investment. The proposed terms of the PIPE Investment set forth in the Subscription Agreement were determined based on discussions between CoinShares and Vine Hill in consultation with Stifel as placement agent.

On September 2, 2025, White & Case circulated a revised draft of the Business Combination Agreement to Paul Hastings reflecting (i) a requirement that the Sponsor cancel all 5,500,000 Vine Hill Private Warrants for no consideration; (ii) a requirement that the Sponsor forfeit 2,933,333 Founder Shares for no consideration; and (iii) the elimination of the condition of Holdco having a public float of at least 10.0 million shares upon closing.

Also, on September 2, 2025, White & Case circulated a revised draft of the Subscription Agreement relating to the proposed PIPE Investment to Paul Hastings reflecting (i) additional mechanics surrounding the PIPE investor’s right to reduce the number of PIPE Investment Shares that it is obligated to purchase under the PIPE Subscription Agreement by the number of Vine Hill Class A Shares acquired by the PIPE Investor in the open market or in privately negotiated transactions and (ii) the requirement that the Company Shareholder Approval having been obtained as a closing condition.

Also, on September 2, 2025, Paul Hastings circulated a revised draft of the Subscription Agreement relating to the proposed PIPE Investment to White & Case reflecting that there was only going to be one investor in the proposed PIPE Investment.

Also, on September 2, 2025, Stifel circulated the draft Subscription Agreement relating to the proposed PIPE Investment to the proposed PIPE investor. The proposed PIPE investor was identified by Stifel and did not have any pre-existing relationship with SPAC, CoinShares or Holdco, or their affiliates.

On September 3, 2025, the potential PIPE Investor requested that the Subscription Agreement be revised to reflect that Holdco must file a resale registration statement within 30 days following the consummation of the Business Combination. All parties agreed to this change and signed off on the Subscription Agreement.

On September 3, 2025, the Vine Hill Board met via videoconference, with all of Vine Hill’s directors participating, and were joined by members of Vine Hill’s management team and representatives of Paul Hastings. At this meeting, the Vine Hill management team provided an overview of the status of Vine Hill’s negotiations with CoinShares regarding the proposed Business Combination, including the feedback received to date from potential investors in the proposed PIPE Investment and CoinShares’ proposal that, in exchange for eliminating the minimum public float condition and for purposes of securing the agreement of the Key CoinShares Shareholders to the Shareholder Support Agreement and their agreement to accept the PIPE Investment, Vine Hill would reduce its transaction expense cap to $4.0 million and the Sponsor would be required to forfeit all of the Vine Hill Private Warrants and all of the 2,933,333 Founder Shares, in each case, for no consideration, as well as relinquishing the Sponsor’s ability to utilize such shares to incentivize participation in financing transactions or to secure non-redemption agreements in connection with the Business Combination. The Vine Hill Board meeting also included an overview of the status of negotiations with CoinShares and presentations from representatives of Paul Hastings with respect to changes to the material terms of the Business Combination Agreement and Ancillary Agreements since the Vine Hill Board previously convened on August 25, 2025.

On September 5, 2025, White & Case circulated further revised drafts of the Business Combination Agreement to Paul Hastings reflecting (i) an agreement that SPAC transaction expenses will be capped at $4.0 million and (ii) an agreement that each PIPE Share will be exchanged on a one-for-one basis for Holdco Ordinary Shares (instead of the Equity Exchange Ratio).

On September 5, 2025, all of the members of the Vine Hill Board met via videoconference and were joined by members of the Vine Hill management team and representatives of Paul Hastings to formally consider the proposed business combination transaction. At this meeting, the Vine Hill management team provided an overview of the status of Vine Hill’s negotiations with CoinShares regarding the proposed Business Combination, including the terms of the proposed PIPE Investment. The Vine Hill Board meeting also included presentations from representatives of Paul Hastings with respect to the material terms of the Business Combination Agreement and Ancillary Agreements, in particular changes to closing conditions and CoinShares’ covenants relating to closing of the Business Combination. After discussion among members of the Vine Hill Board and Vine Hill’s management, the Vine Hill Board unanimously approved the Business Combination Agreement, the Ancillary Agreements and the proposed Business Combination.

Following the Vine Hill Board meeting, legal counsel to the parties and management of Vine Hill and CoinShares worked to finalize the Business Combination Agreement and ancillary agreements on the terms approved by the Vine Hill Board, which the parties executed on September 8, 2025 prior to market open. Also prior to market open on September 8, 2025, Vine Hill and CoinShares jointly issued a press release announcing the signing of the Business Combination Agreement, and Vine Hill filed a Current Report on Form 8-K announcing the execution of the Business Combination Agreement and summarizing the key terms of the Business Combination.

114

Table of Contents

Vine Hill Financial Analysis

Guideline Company Analyses; Certain CoinShares Information

CoinShares does not maintain detailed financial projections to measure business performance and Vine Hill determined not to prepare, or to request that CoinShares prepare, CoinShares projections in connection with the proposed Business Combination. This determination was made due to the inherent uncertainty of aspects of forecasts generally and in particular, the uncertainty arising from the dependence of CoinShares’ financial performance to prevailing trading prices for digital assets, which can be highly volatile, as well as it being difficult to predict the potential growth CoinShares may experience in connection with and following the proposed Business Combination, assuming its consummation and successful implementation of CoinShares’ business plans. Accordingly, CoinShares financial projections were not prepared by CoinShares, Vine Hill or any third parties or provided to or relied upon by the Vine Hill Board in connection with its evaluation of CoinShares. The Vine Hill Board did not obtain a fairness opinion (or any similar report or appraisal) in connection with its determination to approve the Business Combination (including the consideration to be paid to CoinShares Shareholders under the terms of the Business Combination Agreement) in part because such opinions and reports ordinarily rely in part on the availability of detailed financial projections. Vine Hill management and the members of the Vine Hill Board have substantial experience evaluating the financial merits of companies across a variety of industries, and the Vine Hill Board concluded that this experience and background enabled them to make the necessary analyses and determinations regarding the Business Combination. The Vine Hill Board’s evaluation of the proposed Business Combination was informed by Vine Hill management’s analysis of information provided by CoinShares about CoinShares, its management team, exchange traded product offerings and business relationships, historical financial and operating performance, together with industry and addressable market data (collectively, together with other information utilized in connection with Vine Hill’s evaluation of the potential Business Combination, the “CoinShares Information”), as well as certain financial information about guideline public companies selected based on the CoinShares Information and the experience and the professional judgment of Vine Hill’s management team, as further described below.

Specifically, Vine Hill management and the Vine Hill Board reviewed the Guideline Company Analyses prepared by Vine Hill management utilizing information provided by CoinShares and publicly available information, as further described below. In the course of Vine Hill’s evaluation, CoinShares prepared, as applicable, and provided to Vine Hill CoinShares Information which included, among other materials, (i) certain CoinShares historical financial and operating history information; (ii) information about CoinShares’ capital markets and asset management businesses, (iii) CoinShares’ exchange-traded product (“ETP”) offerings (including, among other elements, the expansion of ETPs into different markets and acquisition and consolidation capabilities and opportunities), (iv) historical inflows and outflows from the various CoinShares ETP offerings, (v) information about CoinShares’ IT and cybersecurity infrastructure and processes, and (vi) management’s business plans, including CoinShares’ marketing strategies in connection with the proposed Business Combination and generally as well as other potential avenues for future growth, all of which helped form the basis for Vine Hill’s analysis of CoinShares’ potential future valuation, and which the Vine Hill Board used in its review and approval of the terms of the Business Combination (including the consideration to be paid in the transaction to CoinShares Shareholders); provided, however, that the future value that Vine Hill attributed to CoinShares in its evaluation of CoinShares’ business and approval of the Business Combination did not take into consideration forecasted financial results or specific predictions about CoinShares’ future business plans, including, without limitation, any acquisition or consolidation opportunities that CoinShares may pursue in the future.

In addition, while Vine Hill management considered the market price information for CoinShares as an indication of value, Vine Hill management’s analysis incorporated the understanding that such market-based indication of value may differ from valuations derived under alternative methodologies. Based on such analysis, as further described below, Vine Hill management determined that CoinShares’ current market price did not reflect the intrinsic value of the company. Vine Hill management believed this disparity was, in part, a result of limited liquidity in the markets in which CoinShares was traded.

Forward-looking information, including information about future business plans, are susceptible to multiple interpretations and inherently reflect assumptions with respect to general business, economic, regulatory, market and financial conditions and other future events, all of which are difficult to predict and many of which are beyond Vine Hill’s and CoinShares’ control. None of Vine Hill management, CoinShares management, or any of their respective representatives has made or makes any representations to any person regarding the ultimate performance of CoinShares.

115

Table of Contents

Additionally, forward-looking information is inherently subject to uncertainties and contingencies, many of which are beyond CoinShares’ control, may be significant and cannot be predicted. The various risks and uncertainties include those set forth in the “Risk Factors,” “CoinShares’ Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Cautionary Note Regarding Forward-Looking Statements” sections of this proxy statement/prospectus.

There can be no assurance that CoinShares’ business plans will succeed, currently or in the future. Further, analyses by Vine Hill management, as presented to the Vine Hill Board and as described herein, were not and are not intended, and should not be construed or interpreted as, predictions, forecasts, estimates, guarantees, indications or statements of any kind regarding CoinShares’ likely or actual future results of operations or financial performance. There can also be no assurance that the CoinShares Information provided to Vine Hill was complete and accurate or that Vine Hill, in its assessment of CoinShares, took into consideration all of the material facts, circumstances and contingencies affecting or that may in the future affect CoinShares’ business, many of which are not in Vine Hill’s or CoinShares’ control and cannot be predicted. After considering the CoinShares Information and the Guideline Company Analyses, among other factors, positive and negative, as further described elsewhere in this proxy statement/prospectus, the Vine Hill Board concluded, in its business judgment, to recommend the proposed Business Combination to Vine Hill’s shareholders. It is possible, however, that the Vine Hill Board relied upon information that was incomplete or for any number of reasons does not accurately reflect CoinShares or its business or the likelihood that Holdco, including the business of CoinShares, will succeed as a U.S. stock exchange listed public company after the Business Combination. For these, and any number of other reasons, it is possible that the Vine Hill Board did not value CoinShares correctly or arrived at conclusions with which reasonable investors might disagree. Investors are encouraged to read carefully the information contained in this proxy statement/prospectus, including the CoinShares financial information and the descriptions about various risks and uncertainties concerning CoinShares’ business described herein, including under the headings “Risk Factors,” “CoinShares’ Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Cautionary Note Regarding Forward-Looking Statements.”

Guideline Company Analyses

In connection with its analysis of the proposed Business Combination, the Vine Hill Board reviewed the “Guideline Company Analyses” described below, which were prepared by Vine Hill management using publicly available Guideline Company data accessed August 31, 2025 (the “access date”) and presented to the Vine Hill Board. The Guideline Company Analyses incorporated Guideline Company recent enterprise value, market capitalization, net income, and earnings before interest, taxes, depreciation and amortization (“EBITDA”) information derived from several public companies with attributes similar to CoinShares (the “Guideline Companies”). Information about the Guideline Companies was then compared with pro forma enterprise value, market capitalization, net income and EBITDA information about CoinShares, as further described below.

Guideline Company Selection

The Guideline Company Analyses focused on a group of market-leading pure-play digital asset and alternative asset management companies chosen for such analysis by Vine Hill management based on publicly available information accessed as of the access date. These Guidelines Companies — Pure Play Digital Assets: Circle, Coinbase, Galaxy Digital, Exodus, and Defi Technologies, Alternative Asset Managers: Blackstone, BlackRock, Ares Management, Partners Group, Blue Owl, TPG, The Carlyle Group, Cohen & Steers, P10, and Wisdom Tree — were selected because they are publicly traded companies with operations and business models that, for purposes of this analysis, Vine Hill management considered to be sufficiently similar to CoinShares’ business, though none of these businesses are the same as CoinShares’ business and many of the Guideline Companies are more mature businesses than CoinShares’ business currently. Vine Hill management opted to focus on these selected Guideline Companies, as opposed to other businesses, such as privately-held companies, because, at the time the Guideline Companies were selected, there were fewer such companies with digital asset management business models bearing similarities to CoinShares’ business about which Vine Hill management could find credible reports and analyses through publicly-available sources. Privately-held businesses with certain similarities to, in Vine Hill management’s view, CoinShares’ business include Bitwise, 21 Shares, Grayscale, Volatility Shares and VanEck; however, there was not sufficient publicly-available information about these companies for Vine Hill to include them in the Guideline Company Analyses. None of the Guideline Companies is identical to CoinShares, or one another, CoinShares differs from the Guideline Companies in terms of the geography in which it operates, where the bulk of CoinShares’ operations

116

Table of Contents

are in Europe, and in the end-market it services, where digital assets are characterized by significant volatility that does not affect the businesses of all of the other Guideline Companies (particularly the Alternative Asset Managers). Still, Vine Hill management determined, for the reasons described above, the businesses of the Guideline Companies to be sufficiently similar to CoinShares’ business to utilize these companies for purposes of its analysis and opted to compare CoinShares to these further scaled businesses with a profile that could be possible if CoinShares’ business grows.

Guideline Company Data

Set forth in the table below are Guideline Company data used by Vine Hill’s management in the Guideline Company Analyses. The data include third-party generated calendar year 2024 EBITDA (“CY2024 EBITDA”) obtained from publicly available Fact Set databases, as well as enterprise value, market cap and Calendar Year 2024 Net Income (“CY2024 Net Income”) which, in turn, were used to derive “EV/CY2024 EBITDA” multiples, and Price/Earnings ratios, as further described below.

CoinShares Information

With regard to CoinShares, Vine Hill management used historical audited statutory financial statements prepared in accordance with IFRS Accounting Standards as adopted by the United Kingdom and previously issued by the Board of Directors on June 30, 2025 for calendar year 2024 (“CY2024”) provided by CoinShares to Vine Hill as part of due diligence which, after adjustments described in note 2(b) to the Consolidated Financial Statements of CoinShares for treasury gains, the FTX claim and CoinShares’ Principal Investments segment, reflected a CY2024 Statutory Adjusted EBITDA of $125.9 million and a CY2024 Statutory Adjusted Net Profit of $118.9 million (Statutory Adjusted EBITDA after the foregoing adjustments is referred to herein as “Statutory Further Adjusted EBITDA”). Treasury gains were added back to Adjusted EBITDA (and not Adjusted Net Profit given they were already included there) as such item is recurring revenue of CoinShares’ Capital Markets segment and historically had been included in EBITDA and Net Profit. The amount relating to the FTX claim was removed from Adjusted EBITDA and Adjusted Net Profit as such amount is a non-recurring item. The amounts relating to CoinShares’ Principal Investments segment were removed as such segment is no longer a meaningful contributor to CoinShares’ operations, historically has experienced significant one-time adjustments that skew trends, and is no longer a core part of CoinShares’ ongoing business. The historical audited statutory financial statements prepared under IFRS Accounting Standards as adopted by the United Kingdom were provided by CoinShares’ management. The historical audited statutory financial statements issued by CoinShares for CY2024 were not reviewed or audited by our independent registered public accounting firm and accordingly our independent registered public accounting firm does not express an opinion or any other form of assurance on those historical audited statutory financial statements. See also Changes in Registrant’s Certifying Accountant.

Relative to determining an estimated EV/CY2024 EBITDA multiple for CoinShares, Vine Hill management utilized an estimated pro forma enterprise value of $920.8 million, which corresponded to the pre-money transaction equity value of $1.2 billion agreed upon between Vine Hill and CoinShares, and was determined by deducting from such equity value $376 million of cash and cash-like items on CoinShares’ balance sheet, and by adding $29 million of debt and debt-like items on CoinShares’ balance sheet, the aggregate value of the Founder Shares (after giving effect to the Sponsor Forfeited Shares) and the Commitment Fee Shares of approximately $60.7 million, and fees and expenses of Vine Hill of approximately $7.0 million (for purposes of this analysis, fees and expenses of CoinShares were not included on the assumption that such fees and expenses would be paid from cash from operations generated after December 31, 2024 until the closing of the Business Combination). $376 million of cash and cash-like items on CoinShares’ balance sheet is consistent with the approximate amount of cash and cash-like items on CoinShares’ balance sheet, and $29 million is consistent with the approximate amount of debt on CoinShares’ balance sheet, in each case, as of December 31, 2024. Accordingly, Vine Hill management determined to use an estimated pro forma enterprise value of $920.8 million based on CoinShares’ historical financial information, certain effects of the proposed Business Combination and the corresponding pre-money transaction equity value of $1.2 billion as agreed between Vine Hill and CoinShares. Based on CoinShares’ CY2024 Statutory Further Adjusted EBITDA of $125.9 million, derived from the audited historical information provided by CoinShares to Vine Hill prior to the execution of the Business Combination Agreement, the EV/CY2024 Statutory Further Adjusted EBITDA multiple for CoinShares was 7.3x.

117

Table of Contents

Relative to determining an estimated Price/Earnings ratio for CoinShares, Vine Hill management utilized an estimated pro-forma market capitalization of $1,531 million, less $263 million in proceeds from the proposed Business Combination (as discussed above). Based on CoinShares’ CY2024 Statutory Adjusted Net Profit of $118.9 million, derived from the audited historical information provided by CoinShares to Vine Hill prior to the execution of the Business Combination Agreement, the Price/Earnings ratio for CoinShares was 10.7x.

____________

Note: Market Data per FactSet on August 31, 2025.

Comparative Analyses

Vine Hill considered the EV/CY2024 Statutory Further Adjusted EBITDA multiple for CoinShares derived from the terms of the proposed Business Combination and the CoinShares Information provided to Vine Hill (including historical financial and operating information), as compared with the Guideline Companies’ EV/CY2024 EBITDA multiples.

Relative to EV/CY2024 EBITDA multiples, the Pure-Play Digital Assets Guideline Companies ranged from 6.4x (Defi Technologies), on the low end, to 133.6x (Circle) on the high end; the Alternative Asset Managers Guideline Companies ranged from 12.1x (P10), on the low end, to 64.0x (Ares Management) on the high end. CoinShares’ 7.3x estimated EV/CY2024 EBITDA multiple, derived from terms of the proposed Business Combination, put CoinShares below the median of Pure-Play Digital Assets (21.7x) and the median of Alternative Asset Managers (20.4x) values for the Guideline Companies.

Relative to Price/CY2024 Earnings Ratios, the Pure-Play Digital Assets Guideline Companies ranged from 7.3x (Defi Technologies), on the low end, to 187.1x (Circle) on the high end; the Alternative Asset Managers Guideline Companies ranged from 11.3x (P10), on the low end, to 70.9x (Ares Management) on the high end. CoinShares’ 10.7x estimated Price/CY2024 Earnings ratio, derived from terms of the proposed Business Combination, put CoinShares below the median of Pure-Play Digital Assets (30.2x) and the median of Alternative Asset Managers (25.3x) values for the Guideline Companies.

Based on the foregoing, Vine Hill concluded that, in Vine Hill’s view, the valuation attributed to CoinShares under the terms of the proposed Business Combination, including the consideration deliverable to CoinShares Shareholders under the Business Combination Agreement, is fair and appropriate and the Vine Hill Board, taking into account the foregoing and the other described elsewhere in this proxy statement/prospectus, determined to recommend the Business Combination and the other Shareholder Proposals contained in this proxy statement/prospectus to Vine Hill’s shareholders.

In reviewing the results of the Guideline Company Analysis, the Vine Hill Board recognized that no company included in the Guideline Companies group was identical to CoinShares and that the group of Guideline Companies (i) are generally significantly larger and better capitalized than CoinShares and have more established customer

118

Table of Contents

bases than CoinShares does currently and (ii) operate or are involved in numerous business lines, most of which are in sectors or industries that are not similar to CoinShares’ existing business. Still, Vine Hill management, in its professional experience, determined the Guideline Companies to have sufficient similarities to CoinShares’ digital asset management platform to have analytical relevance, taking into account the significant differences between the business of most of the Guideline Companies and CoinShares’ business, and amongst the Guideline Companies, none of which is identical to one another.

None of outcomes of the analyses carried out by Vine Hill management, including the Guideline Company Analyses, are intended or should be understood to represent, predictions or forecasts about CoinShares’ actual future performance or operating results and no assurances can be made as to the success of CoinShares’ future business activities or degree to which CoinShares’ business, once further established or developed, will have a business model or achieve scale similar to any of the Guideline Companies.

A complete valuation analysis of CoinShares cannot rely solely upon a quantitative review of the selected guideline public companies and involves complex considerations and judgments about which reasonable investors may differ concerning differences in financial and operating characteristics of such companies, as well as other factors likely to affect the value of the Guideline Companies relative to that of CoinShares. Therefore, the Guideline Company Analyses are also subject to certain other limitations, including, without limitation, those described in the “General Limitations” section below, which provides additional detail on judgments and assumptions made by Vine Hill as part of the Guideline Company Analyses. Further, you are encouraged to read carefully the information contained in this proxy statement/prospectus, including the CoinShares financial information and the descriptions about various risks and uncertainties concerning CoinShares’ business described herein, including under the headings “Risk Factors,” “CoinShares’ Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Cautionary Note Regarding Forward-Looking Statements.”

Valuing a business involves various determinations as to the most appropriate and relevant quantitative and qualitative methods of financial analyses and the application of those methods to the particular circumstances and, therefore, is not readily susceptible to summary description. The analyses performed by Vine Hill, particularly those based on estimates, are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than suggested by such analyses (nor are they intended to be, as further described under the heading “General Limitations” below). An analysis of publicly traded comparable companies is not mathematical; rather it involves complex considerations and judgments about which reasonable investors may differ concerning the differences in financial and operating characteristics of the companies and other factors that could affect the value of CoinShares and the public trading values of the companies to which they were compared. The analyses do not purport to be appraisals or to reflect the prices at which any securities may trade at the present time or at any time in the future.

The Guideline Company Analyses described in this section of this proxy statement/prospectus includes certain illustrative evaluations about CoinShares and about the group of companies included in analysis (the “Guideline Comps Information”). The Guideline Comps Information should not be viewed as public guidance. The Guideline Comps Information were not prepared with a view toward public disclosure or complying with the rules and regulations of the SEC regarding projections or the published guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. None of CoinShares’, Holdco’s nor Vine Hill’s respective independent registered public accounting firms, nor any other independent accountants, has compiled, examined or performed any procedures with respect to the Guideline Comps Information included above, nor have they expressed any opinion or any other form of assurance on such information or its achievability. Nonetheless, the Guideline Comps Information incorporated in the Vine Hill Financial Analyses is included in this proxy statement/prospectus because it was made available to the Vine Hill Board in connection with its review of the Business Combination Agreement and related transactions. Neither the Guideline Company Analyses nor any other aspect of the Vine Hill Financial Analyses is included in this proxy statement/prospectus in order to induce any Vine Hill shareholders to vote in favor of any of the Shareholder Proposals at the Extraordinary General Meeting.

General Limitations

Vine Hill based its analyses about CoinShares and its business, including the Guideline Company Analyses described above, on assumptions that Vine Hill management deemed reasonable, based on currently available information, including CoinShares Information and assumptions concerning general business and economic conditions and industry-specific factors. None of the Vine Hill financial analyses purport to be appraisals, forecasts, predications,

119

Table of Contents

promises, guarantees (express or implied) or assessments of the likelihood of success of CoinShares and its business. Actual facts and results may differ, potentially significantly, from assumptions incorporated into, or the results of, the Vine Hill Financial Analyses.

If the conditions required for CoinShares to successfully further scale its business and continue to increase revenues and profitability are not achieved, or other intervening factors and events occur that prevent CoinShares from capturing market share or otherwise operating its business successfully, many of which are outside of Vine Hill’s and CoinShares’ control and cannot be predicted, then the value of Holdco and CoinShares may be different (potentially materially) from the valuation attributed to CoinShares in the proposed Business Combination, and CoinShares may not be able to compete successfully with other businesses. The Vine Hill management analyses described in this proxy statement/prospectus are not intended to represent (and should not be construed or interpreted as) forecasts, predictions or guarantees as to the likelihood that CoinShares will be able to achieve any particular financial or operating results or as any indication as to the timeline or likelihood that CoinShares’ business or the business of Holdco will be successful, if at all, or the timeline, capital resources, budget and other factors that may impact CoinShares’ achievement of its business plans and objectives.

In conducting its analyses, Vine Hill management considered the results of all its analyses and did not attribute any particular weight to any one analysis or factor. Vine Hill management arrived at its valuation range for CoinShares based on the results of all analyses undertaken and assessed as a whole and believes that the totality of the factors considered and analyses performed by Vine Hill management in connection with its analyses operated collectively. The foregoing summary does not purport to be a complete description of the analyses performed by Vine Hill management in connection with the proposed Business Combination. Assessing the value of a business involves various determinations as to the most appropriate and relevant quantitative and qualitative methods of financial analyses and the application of those methods to the particular circumstances and, therefore, is not readily susceptible to summary description. The analyses performed by Vine Hill management, particularly those based on estimates, are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than suggested by such analyses. None of the public companies used in the Guideline Company Analyses described above are identical to CoinShares and there are many differences between the businesses of the companies included in the Guideline Company Analysis and CoinShares’ business. Accordingly, an analysis of publicly traded Guideline Companies is not mathematical; rather, it involves complex considerations and judgments concerning the differences in financial and operating characteristics of the companies and other factors that could affect the value of CoinShares and the public trading values of the companies to which they were compared. The analyses described herein do not purport to be appraisals or to reflect the prices at which any securities may trade at the present time or at any time in the future. Vine Hill management’s assessment of CoinShares’ valuation, as reflected in the Vine Hill Management Analyses described above, was just one of the many factors taken into consideration by the Vine Hill Board in determining to approve the Business Combination. Consequently, Vine Hill management’s analysis should not be viewed as determinative of the decision of the Vine Hill Board.

Vine Hill Board’s Reasons for the Approval of the Business Combination

In evaluating the Business Combination, the Vine Hill Board consulted with Vine Hill’s management and Vine Hill’s financial and legal advisors. On September 5, 2025, the Vine Hill Board unanimously: (i) determined that it was in the best interests of Vine Hill and its shareholders for Vine Hill to enter into the Business Combination Agreement and the Ancillary Documents; (ii) approved the Business Combination and (iii) recommended that Vine Hill’s shareholders approve the Shareholder Proposals. The Vine Hill Board considered and evaluated a number of factors, including the factors discussed below. The Vine Hill Board did not consider it practicable to and did not attempt to quantify or otherwise assign relative weights to the specific factors it considered in reaching their respective determinations. The Vine Hill Board viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of the Vine Hill Board’s reasons for the approval of the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

The Vine Hill Board did not obtain a fairness opinion (or any similar report or appraisal) in connection with its determination to approve the Business Combination (including the consideration to be delivered to the CoinShares Members under the terms of the Business Combination Agreement). Vine Hill management and the members of the Vine Hill Board have extensive experience evaluating businesses across a wide range of industries and the Board concluded that this experience and background enabled them to make the necessary analyses and determinations

120

Table of Contents

regarding the Business Combination and its terms. The factors and information considered by the Vine Hill Board, as further described below, included industry and market information, certain guideline public company data and other relevant information selected based on the business experience and professional judgment of Vine Hill management. The independent directors of the Vine Hill Board did not retain an unaffiliated representative to act solely on behalf of the unaffiliated Vine Hill shareholders to negotiate the terms of the Business Combination and/or prepare a report concerning the approval of the Business Combination.

Prior to Vine Hill entering into the Business Combination Agreement, the Vine Hill Board convened a meeting to complete its evaluation of the proposed Business Combination Agreement and the Business Combination. In such evaluation, the Vine Hill Board considered the matters necessary or appropriate for the Vine Hill Board to reach an informed conclusion as to the fairness and advisability of the Business Combination, including, without limitation, whether the proposed Business Combination is in the best interests of Vine Hill and its shareholders. Having affirmed the foregoing, the Vine Hill Board proceeded to approve the Business Combination. As Vine Hill is an exempted company under the laws of the Cayman Islands, the Vine Hill Board’s review of the Business Combination was conducted in accordance with Cayman Islands law, based on advice from Cayman legal counsel that directors of a Cayman Islands company have a duty to act in good faith in what that director believes to be in the best interests of Vine Hill (generally considered to include the interests of Vine Hill’s shareholders, as a whole). Accordingly, taking into account the Vine Hill Board’s view that the proposed Business Combination is in the best interests of Vine Hill’s shareholders, the Vine Hill Board unanimously approved the Business Combination as being in the best interests of Vine Hill and determined to recommend the Business Combination to Vine Hill’s shareholders. Prior to reaching these conclusions and determinations, the Vine Hill Board consulted with Vine Hill’s advisors and reviewed in detail information and analyses provided to the Vine Hill Board by Vine Hill management, as further described below. As Vine Hill management and the members of the Vine Hill Board have substantial experience evaluating the financial merits of companies across a wide range of industries, the Vine Hill Board concluded that their experience and background enabled them to make the necessary analyses and determinations regarding the proposed Business Combination and its terms. The Vine Hill Board considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Business Combination Agreement and the Ancillary Documents and the Business Combination contemplated therein, including the following factors:

• Compelling Industry Tailwinds.    The market opportunity for CoinShares’ digital asset ETPs is vast and accelerating, driven by strong institutional demand, regulatory clarity and the structural integration of digital assets into global financial markets.

• Institutional Demand:    Global cumulative net flows into crypto spot ETPs reached $110 billion by mid-2025, according to Trackinsight (as of July 3, 2025). According to the 2025 Institutional Investor Digital Asset Survey conducted by Coinbase and EY-Parthenon, a survey of 352 global decision-makers from different institutional investor segments prioritizing firms with >$1 billion of AUM (the “2025 Survey”), investor sentiment toward digital assets remains strongly optimistic, reinforcing the momentum behind ETP inflows. A significant 79% of investors expect crypto prices to rise over the next 12 months, driven by macroeconomic factors, technological innovation and increasing adoption. Furthermore, 68% of investors identify crypto as the most attractive asset class for risk-adjusted returns, ahead of traditional alternatives such as commodities or private equity. This conviction is fueling continued interest in crypto ETPs, which offer a regulated and efficient means of capturing upside potential while managing downside risk. The combination of positive price expectations and favorable return profiles is a powerful catalyst for sustained growth in the ETP market.

• Regulatory Clarity:    The global regulatory environment is becoming increasingly constructive, with clearer frameworks emerging in key jurisdictions such as the United States, Europe, APAC and the Middle East. These developments are reducing compliance uncertainty and enabling broader institutional participation in digital asset markets. Regulatory frameworks in Europe, the United States, and other jurisdictions are increasingly recognizing digital assets as investable instruments. Our ETPs are issued under robust regulatory regimes, including the Prospectus Regulation and Markets in Financial Instruments Directive II (“MiFID II”) in Europe. In the United States, recent changes, such as the recent executive order expanding 401(k) investment options to include digital assets held in actively managed investment vehicles, create opportunities for substantial AUM flows. In the EU, potential regulatory changes are under discussions that could open the European Life Insurance

121

Table of Contents

and UCIT market to digital assets. According to the 2025 Survey, 57% of institutional investors identified regulatory clarity as the top catalyst for digital asset industry growth, with 60% expecting increased investor interest following the 2024 Presidential Election.

• Structural Integration of Digital Assets into Global Financial Markets:    The digital asset ecosystem is maturing rapidly, with rising liquidity, improved accessibility and the development of institutional-grade infrastructure. Custody solutions, trading platforms and data services are now meeting the standards required by professional investors, facilitating deeper integration of crypto into traditional financial structures. Institutional demand is driving the creation of new ETPs that offer exposure to a wide range of digital asset themes, from single-asset products like Bitcoin and Ethereum, to diversified baskets and staking-enabled instruments. This expansion is broadening the appeal of crypto ETPs and enabling more tailored investment strategies. Governments and corporations are beginning to explore the creation of strategic Bitcoin reserves, a development that could further legitimize digital assets as sovereign and corporate stores of value. Such moves would not only validate the asset class but also create new sources of demand and institutional engagement.

• Proven Market Leadership with a Defensible Moat in Europe and Growth Opportunity in the United States.    CoinShares is the fourth-largest manager of digital asset ETP products globally by AUM behind BlackRock, Grayscale and Fidelity and the #1 manager in EMEA with a 34% market share in the region as of June 30, 2025, according to Trackinsight (as of July 3, 2025). CoinShares’ AUM has more than tripled over the last two years, from approximately $2.62 billion, as of the end of the third quarter of 2023, to approximately $8.05 billion, as of the end of the second quarter of 2025, through strong new investor inflows, supportive digital asset pricing and successful new product launches.

• As the incumbent leader in Europe, CoinShares benefits from durable structural advantages that are difficult to replicate. The United States is a large and relatively homogeneous market that enables major asset managers such as BlackRock and Fidelity to scale standardized, simple products; by contrast, Europe consists of 44 national markets with distinct languages, regulatory regimes, and certification requirements, making entry a country-by-country undertaking (e.g., Spain, Germany, France, among others) despite regulatory passporting offerings. Several U.S. crypto firms have attempted to expand into this fragmented environment and have not established durable positions. CoinShares has already invested in and operates the licensing, distribution, and operational infrastructure required to serve these jurisdictions, supporting a substantial leadership position of approximately 34% market share by AUM as of June 30, 2025. This installed base creates significant barriers to entry, as competitors must reconstruct a complex network of approvals, in-country counterparties, and multilingual investor engagement.

• CoinShares’ leadership across the EMEA region provides a durable platform for expansion. In several jurisdictions, CoinShares holds large market share in key product categories, creating hubs from which to extend into adjacent, underpenetrated markets that share distribution linkages, investor bases, or regulatory passporting frameworks (including cross-border UCITS when ESMA framework evolves or Life Insurance markets). Leveraging existing licenses, listings, and distribution partners, CoinShares can deepen institutional relationships with private banks, wealth platforms, other intermediaries and asset allocators; pursue incremental listings and cross-listings on regional exchanges; and localize product features and servicing where required. This hub-and-spoke approach is designed to replicate proven go-to-market playbooks efficiently, capture adjacent pockets of liquidity, and increase penetration in markets where current share is limited, while maintaining leadership in core jurisdictions.

• In the United States, CoinShares is expanding its distribution footprint, moving beyond retail channels to engage broker-dealers, wealth and institutional allocators. This expansion is supported by a growing suite of high-value, crypto-adjacent products designed to command premium management fees (unlike “Access Products” being offered today by incumbents such as BlackRock and Fidelity that carry low management fees). A low-cost spot Bitcoin product will be maintained in the United States to meet baseline investor demand and to facilitate client acquisition and cross-selling of higher-fee products. Enhanced media outreach and thought leadership initiatives are also underway to boost brand visibility and investor engagement.

122

Table of Contents

• Compelling Business Model Which Generates a Stable Yield on a Growing AUM Base; Producing Recurring Revenues at Substantial Margins.    CoinShares operates a diversified, resilient and recurring revenue model that draws from multiple sources across the platform. The recurring nature of the business complemented by expanding AUM, steady fee yields and strong operating leverage, allows CoinShares to generate growing, high-margin, recurring cash flows. CoinShares earns recurring management fees through a suite of ETPs and ETFs, which provide regulated exposure to digital assets. In addition, CoinShares generates income from staking and lending activities, deploying digital assets to earn yield while maintaining liquidity. Proprietary trading and arbitrage strategies contribute spread-based revenue, enhancing execution and supporting product innovation. CoinShares also provides infrastructure services that facilitate product creation, redemption, and custody operations. As AUM expands CoinShares’ cost structure remains largely static, apart from direct trading and custody costs and as result CoinShares’ business requires limited incremental cost as AUM increases.

• CoinShares’ business model blends recurring asset-management fees with yield generated from its capital markets platform. Management fees generated through its Asset Management business have historically averaged ~1.7% of AUM on an LTM basis. Capital Markets generates additional yield (~0.8% on an LTM basis) through staking, lending, liquidity provisioning and non-directional arbitrage, primarily on unencumbered collateral. Accordingly, the business generates high-margin, uncorrelated cash flows through management fees, staking rewards, lending income, and trading spreads. In fiscal year 2024, CoinShares achieved an attractive gross margin, underscoring the scalability and resilience of their operations.

• Size of the Total Addressable Market.    Institutional investors are increasingly viewing digital assets not as speculative instruments, but as strategic components of diversified portfolios. Adoption is accelerating among institutional investors, driven by regulatory clarity and demand for risk-adjusted returns. According to the 2025 Survey, 86% of institutional investors either already have exposure to digital assets or plan to allocate capital to them in 2025, reflecting a broad-based recognition of crypto’s role in modern asset allocation. Moreover, 59% of these investors intend to allocate more than 5% of their total AUM into crypto-related products, signaling a meaningful shift in capital flows toward the sector (today 0.1% of global investment portfolios are held by crypto ETPs). Among the available investment vehicles, ETPs have emerged as the preferred gateway, offering regulated, transparent, and liquid access to digital assets. According to the 2025 Survey, 87% of investors plan to gain exposure via direct crypto holdings or spot ETPs, and 60% of these asset managers express a preference for registered investment vehicles, underscoring the growing demand for compliant and institutionally suitable products that eliminate custody, tax and operational constraints of direct token ownership. These trends collectively reflect a growing consensus that digital assets are becoming a core, long-term allocation within institutional portfolios and that ETPs are a preferred investment vehicle.

• In-line with the takeaways of the 2025 Survey, if global AUM allocation increases to 5% over time, the total addressable market for digital asset ETPs is projected to exceed $50 billion in annual revenue, growing roughly 50x from approximately $1.1 billion today representing a significant opportunity for incumbent market leaders like CoinShares. As of December 31, 2024, global investment portfolios stood at $136 trillion and are projected to grow at 5.9% annually, reaching $192 trillion by 2030. Within this landscape, the allocation to crypto ETPs is expected to increase dramatically from approximately 0.1% in December 2024 to up to 5.0% over time.

• Attractive Valuation.    The Vine Hill Board’s determination that, if CoinShares is successful in achieving its goals, Vine Hill’s shareholders will have acquired their shares in Holdco at an attractive valuation based on the implied valuation of other guideline pure-play digital asset and alternative asset management companies. The transaction is priced at 7.3x Enterprise Value/CY2024 Statutory Further Adjusted EBITDA and 10.7x Price/Earnings, as compared to peers at 20.9x and 25.4x, respectively, as further described under the heading “Vine Hill Financial Analysis” above.

• Industry-leading Management Team.    CoinShares is led by a highly experienced, founder-led, management team that has proven its ability to scale the business dramatically over time.

123

Table of Contents

• Lock-up.    The Holdco Ordinary Shares held by each Lock-Up Party will be locked up until the earlier of (i) the Anniversary Release and (ii) the date on which Holdco consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction after the Closing which results in all of Holdco’s shareholders having the right to exchange their Holdco Ordinary Shares for cash, securities or other property. Beginning on the date that is 90 days after the Closing Date, any CoinShares Shareholder prior to the Business Combination that is subject to a Lock-Up Agreement other than any executive officer, founder or director of Holdco or their respective affiliates, may transfer up to 20% of their respective Holdco Ordinary Shares, so long as the closing sales price of the Holdco Ordinary Shares equals or exceeds $18.00 per share for at least 20 trading days within any 30 consecutive trading day period commencing any time 60 days after the Closing Date. Any CoinShares Shareholder prior to the Business Combination that is subject to a Lock-Up Agreement may transfer all of their respective Holdco Ordinary Shares, so long as the closing sales price of the Holdco Ordinary Shares equals or exceeds $22.00 per share for at least 20 trading days within any 30 consecutive trading day period commencing any time after the Closing Date.

• Due Diligence.    Vine Hill and its advisors, including Paul Hastings, conducted due diligence review of CoinShares and its businesses and operations, including review of relevant documentation and discussions with CoinShares’ management and CoinShares’ financial and legal advisors.

• CoinShares Being an Attractive Target.    The Vine Hill Board considered the fact that, after a thorough review of other business combination opportunities reasonably available to Vine Hill, the proposed Business Combination with CoinShares represents the most attractive opportunity based upon the process used to evaluate and assess other potential acquisition targets.

• Shareholder Approval.    In connection with the Business Combination, the Vine Hill Public Shareholders have the option to: (i) remain shareholders of the Combined Company; (ii) sell their Vine Hill Public Shares; or (iii) redeem their Vine Hill Public Shares for the Redemption Price pursuant to the terms of the Vine Hill Memorandum and Articles of Association.

• Negotiated Transaction.    The financial and other terms and conditions of the Business Combination Agreement and the Ancillary Documents are reasonable and were the product of an arm’s length negotiation between Vine Hill and CoinShares, including the support of CoinShares Shareholders owning more than 75% of the outstanding CoinShares Shares in value pursuant to the Shareholder Support Agreements.

The Vine Hill Board also considered a variety of risks and uncertainties and other potentially negative factors concerning the Business Combination, including the following:

• Valuation.    Vine Hill may not have properly valued CoinShares, particularly in light of CoinShares’ dependence on digital asset trading activity or valuations, including trading volumes, liquidity and the prevailing trading prices for digital assets, whose trading prices, liquidity and volumes can be highly volatile.

• Reputational Risks.    Operating in the digital asset space can attract increased scrutiny from investors, media and regulators given its past history of bad actors and others who pose reputational risk.

• Benefits May Not Be Achieved.    The risk that the potential benefits of the Business Combination may not be fully achieved or may not be achieved within the expected timeframe.

• Redemption Risk.    The risk that a significant number of Vine Hill Public Shareholders elect to redeem their Vine Hill Public Shares prior to the consummation of the Business Combination pursuant to the Vine Hill Memorandum and Articles of Association, thereby reducing the amount of cash available to Holdco following the consummation of the Business Combination, which could adversely affect Holdco or reduce the benefits to Vine Hill’s shareholders of the Business Combination.

• Closing Conditions.    The fact that completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within Vine Hill’s control.

• Listing Risks.    The challenges associated with preparing Holdco, a private company, for the applicable disclosure and requisite internal controls and listing requirements to which it will be subject as a publicly traded company on a Stock Exchange.

124

Table of Contents

• Litigation.    The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination.

• Fees and Expenses.    The fees and expenses associated with completing the Business Combination.

• Other Risks.    Various other risks associated with the business of CoinShares, as described in the section entitled “Risk Factors” appearing elsewhere in this proxy statement/prospectus.

In addition to considering the factors described above, the Vine Hill Board considered that certain officers and directors of Vine Hill may have interests in the Business Combination as individuals that are in addition to, and that may be different from, the interests of Vine Hill’s shareholders (see section entitled “The Business Combination Proposal — Certain Interests of Vine Hill’s Directors and Officers and Others in the Business Combination”).

The Vine Hill Board concluded that the potential benefits expected to be received by Vine Hill and its shareholders as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination. The Vine Hill Board also noted that Vine Hill’s shareholders would have a substantial economic interest in Holdco (depending on the level of Vine Hill’s shareholders that sought redemption of their Public Shares into cash). Accordingly, the Vine Hill Board unanimously determined that the Business Combination Agreement, the Business Combination and all actions necessary, appropriate or advisable to consummate the Business Combination were advisable and in the best interests of Vine Hill and its shareholders.

Satisfaction of 80% Test

It is a requirement under the Vine Hill Memorandum and Articles of Association and Nasdaq listing requirements that the business or assets acquired in Vine Hill’s initial business combination have a fair market value equal to at least 80% of the balance of the funds in the Trust Account (excluding deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the execution of a definitive agreement for its initial business combination.

As of September 8, 2025, the date of the execution of the Business Combination Agreement, the balance of the funds in the Trust Account was approximately $231 million (excluding taxes payable on the income earned on the Trust Account) and 80% thereof represents approximately $185 million. In reaching its conclusion that the Business Combination meets the 80% asset test, the Vine Hill Board looked at the $1.2 billion pre-transaction equity value ascribed to CoinShares under the terms of the proposed Business Combination. In determining whether this value represents the fair market value of CoinShares, the Vine Hill Board considered the analyses and information described in this section and the fact that the purchase price for CoinShares was the result of an arm’s length negotiation with CoinShares, together with the other factors — positive and negative — as further described under the heading “Vine Hill Board’s Reasons for the Approval of the Business Combination” within the disclosure under the heading “Background of the Business Combination.” As a result, the Vine Hill Board concluded that the fair market value of the business acquired exceeds 80% of the assets held in the Trust Account (excluding the deferred underwriting discount and taxes payable on the income earned on the Trust Account). In light of the financial background and experience of the members of Vine Hill’s management team and the Vine Hill, the Vine Hill Board believes that the members of its management team and the Vine Hill Board are qualified to determine whether the Business Combination meets the 80% asset test. The Vine Hill Board did not seek or obtain a fairness opinion (or any similar report or appraisal) in determining whether the 80% asset test has been met.

Certain Interests of Vine Hill’s Directors and Officers and Others in the Business Combination

Certain officers and directors of Vine Hill may have interests in the Business Combination as individuals that are in addition to and that may be different from, the interests of Vine Hill’s shareholders. The Vine Hill Board reviewed and considered these interests during the negotiation of the terms of the Business Combination and in evaluating and unanimously approving, as members of the Vine Hill Board, the Business Combination Agreement and the Business Combination.

In particular:

• The Sponsor (including certain of Vine Hill’s officers and directors who are members of the Sponsor) has invested in Vine Hill an aggregate of $5,525,000, consisting of the $25,000 purchase price for 7,333,334 Vine Hill Class B Shares and the $5.5 million purchase price for 5,500,000 Vine Hill Private Warrants. Some of Vine Hill’s officers and directors have an indirect economic interest in such shares. Assuming a

125

Table of Contents

trading price of $10.63 per Vine Hill Class A Share (based upon the closing price of the Vine Hill Class A Shares on Nasdaq on February 26, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus), the 7,333,334 Vine Hill Class B Shares if unrestricted and freely tradable, would have an implied aggregate market value of approximately $78 million. However, given such Holdco Ordinary Shares will be subject to lockup restrictions, we believe such shares have less value. Even if the trading price of the Vine Hill Public Shares were as low as $1.26 per share, the aggregate market value of the Vine Hill Class B Shares alone would be approximately equal to the initial investment in Vine Hill by the Sponsor. As a result, if the Business Combination is completed, the Sponsor is likely to be able to make a substantial profit on its investment in Vine Hill at a time when the Vine Hill Class A Shares have lost significant value. On the other hand, if the Business Combination is not approved and Vine Hill is unable to complete another business combination within the Combination Period, the Sponsor may lose its entire investment in Vine Hill.

• The Sponsor purchased 5,500,000 Vine Hill Private Warrants for $5.5 million or $1.00 per warrant, in a private placement that closed simultaneously with the Vine Hill IPO. Certain of Vine Hill’s officers and directors have an indirect economic interest in such Vine Hill Private Warrants. If the Business Combination Proposal is not approved and Vine Hill does not consummate a business combination within the Combination Period, then the proceeds from the sale of the Vine Hill Private Warrants will be part of the liquidating distribution to the Vine Hill Public Shareholders and the warrants held by the Sponsor may be worthless.

• The Sponsor may lose its entire investment in Vine Hill if the Business Combination Proposal is not approved and Vine Hill does not complete another business combination by May 19, 2026 or such earlier date as the Vine Hill Board may approve or such later date as the shareholders may approve in accordance with the Vine Hill Memorandum and Articles of Association. If Vine Hill is unable to complete an initial business combination within the Combination Period, Vine Hill will as promptly as reasonably possible but not more than ten business days thereafter, redeem the Vine Hill Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Vine Hill (net of taxes payable, if any and up to $100,000 of interest to pay liquidation expenses), divided by the number of the then-outstanding Vine Hill Public Shares, which redemption will completely extinguish Vine Hill Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to our obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. In such event, the 7,333,334 Vine Hill Class B Shares purchased by the Sponsor for $25,000 and the 5,500,000 Vine Hill Private Warrants purchased by the Sponsor for $5.5 million may be worthless.

• The Sponsor and Vine Hill’s directors and officers have agreed not to redeem any of the Vine Hill Class A Shares held by them in connection with a shareholder vote to approve the Business Combination.

• The Sponsor and Vine Hill’s officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Vine Hill Ordinary Shares (other than Vine Hill Public Shares) held by them if Vine Hill fails to consummate an initial business combination within the Combination Period.

• The Sponsor and Vine Hill’s officers and certain directors may lose their entire investment in Vine Hill and may not be reimbursed for loans extended, fees due or out-of-pocket expenses if the Business Combination is not consummated within the Combination Period. As of the date of this proxy statement/prospectus, there are no fees due or outstanding out-of-pocket expenses for which the Sponsor and certain of Vine Hill’s directors and officers are awaiting reimbursement, and there is an outstanding working capital loan from the Sponsor in the aggregate principal amount of $540,000, which will be forgiven and cancelled for no consideration prior to the effective time of the SPAC Merger.

• If the Trust Account is liquidated, including in the event Vine Hill is unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify Vine Hill to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Vine Hill Public Share or such lesser per Vine Hill Public Share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which Vine Hill has entered into an acquisition agreement or claims of any third party for services rendered or products sold to Vine Hill, but only if such a vendor or target business has not executed a waiver of all rights to seek access to the Trust Account.

126

Table of Contents

• Pursuant to the A&R Registration Rights Agreement, the Sponsor will have customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the Holdco Ordinary Shares and Holdco Warrants held by it following the consummation of the Business Combination.

The Vine Hill Board concluded that the potential benefits expected to be received by Vine Hill and its shareholders as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination. The Vine Hill Board also noted that Vine Hill’s shareholders would have a substantial economic interest in Holdco (depending on the level of Vine Hill’s shareholders that sought redemption of their Vine Hill Public Shares into cash). Accordingly, the Vine Hill Board unanimously determined that the Business Combination Agreement, the Business Combination and all actions necessary, appropriate or advisable to consummate the Business Combination were in the best interests of Vine Hill and its shareholders.

CoinShares’ Reasons for the Business Combination

In the course of reaching its decision to recommend and approve the Business Combination, the CoinShares Board held numerous meetings, consulted with CoinShares’ management and advisors and considered a wide variety of factors, including, among others, the material factors listed here as generally supporting its decision:

• the Business Combination will expand both the access to capital for CoinShares and the range of investors potentially available as a U.S. public company;

• the potential benefits from increased U.S. public market awareness of CoinShares and its products and services;

• the historical and current information concerning CoinShares’ business, including its financial performance and condition and results of operations;

• the synergies associated with anticipated cooperation between CoinShares and the Vine Hill team;

• the terms and conditions of the Business Combination; and

• the likelihood that the Business Combination will be consummated on a timely basis.

In light of the number and wide variety of factors considered in connection with its evaluation of the Business Combination, the CoinShares Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The CoinShares Board viewed its decision as being based on all the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors.

The CoinShares Board also considered a number of uncertainties and risks in its deliberations concerning the Business Combination and the other transactions contemplated by the Business Combination Agreement, including the following:

• the possibility that the Business Combination might not be completed on the terms or the timeline contemplated by CoinShares and Vine Hill or at all;

• the costs involved in connection with completing the Business Combination, the time and effort of CoinShares management required to complete the Business Combination, the related disruptions or potential disruptions to CoinShares’ business operations and future prospects, including its relationships with its employees, partners and others that do business or may do business in the future with CoinShares, and related administrative challenges associated with combining the companies;

• the additional costs and expenses that CoinShares will incur in connection with the Business Combination and following the completion of the Business Combination;

• the risk that the current public shareholders of Vine Hill can redeem their Vine Hill Public Shares for cash in connection with the consummation of the Business Combination, thereby reducing the amount of cash available to Holdco following the consummation of the Business Combination;

• the possibility of litigation challenging the Business Combination; and

• various other risks associated with the combined organization and the merger, including the risks described in the section entitled “Risk Factors” in this proxy statement/prospectus.

127

Table of Contents

The foregoing information is not intended to be exhaustive but summarizes the material factors considered by the CoinShares Board in its consideration of the Business Combination Agreement and the transactions contemplated thereby. The CoinShares Board also considered a variety of public and private financing methods and opportunities, including a traditional initial public offering. However, when presented with the opportunity to work with and to pursue the Business Combination with Vine Hill, as opposed to another type of corporate transaction, the CoinShares Board concluded that the benefits, advantages and opportunities of the Business Combination outweighed such alternatives and the risks described above. In particular, the CoinShares Board noted the ability to set upfront an agreed valuation of CoinShares in the Business Combination, as compared to the delayed price discovery in a traditional public offering, and a greater ability to control timing of consummation of the Business Combination and to structure the Business Combination, as compared to a traditional initial public offering. After considering these and other factors, the CoinShares Board approved the Business Combination Agreement, the Business Combination and the other transactions contemplated by the Business Combination Agreement.

This explanation of reasons for the CoinShares Board’s approval of the Business Combination, and all other information presented in this section, is forward-looking in nature and therefore subject to a number of risks and uncertainties and should be read in light of the factors discussed under the sections entitled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” appearing elsewhere in this proxy statement/prospectus.

Certain Interests of Holdco’s Director(s) and Officers and Others in the Business Combination

Jeri-Lea Brown, a CoinShares group company secretary, was on incorporation of Holdco, the sole shareholder of the entity. Following the completion of the SPAC Merger, Ms. Brown’s shares in Holdco will be redeemed and subsequently cancelled. Ms. Brown is also a minority shareholder in CoinShares and will receive Holdco Ordinary Shares at the Equity Exchange Ratio pursuant to the Business Combination. No separate compensation will be made to Ms. Brown other than reimbursement for any expenses incurred by Ms. Brown in connection with the Business Combination.

Sources and Uses of Funds for the Business Combination

The following tables summarize the sources and uses for funding the Business Combination. The first table assumes that none of the Vine Hill Public Shareholders exercise their redemption rights. The second table assumes that Vine Hill Public Shareholders exercise their redemption rights with respect to 22,000,000 Vine Hill Class A Shares, representing the maximum amount of Vine Hill Public Shares that can be redeemed. Where actual amounts are not known or knowable, the figures below represent Holdco’s good faith estimates based on the assumptions set forth in the notes to the tables. If the actual facts are different from these assumptions, actual amounts will be different from those below.

Estimated Sources and Uses (No Redemption Scenario)

Sources					Uses
		($ in millions)					($ in millions)
Vine Hill’s Cash in Trust		$	231		CoinShares Equity Rollover		$	1,200
Sponsor			—		Cash to Balance Sheet(1)			223
CoinShares Equity Rollover			1,200		Cash to holders of CoinShares Options			15
PIPE Investment(3)			50		Estimated Transaction Expenses(2)			43
Total Sources		$	1,481		Total Uses		$	1,481

____________

(1) The actual amount of cash will vary depending on, among other things, actual fees and expenses incurred in connection with the Business Combination.

(2) Represents estimated transaction fees and expenses, the actual amount of which will vary depending on actual fees and expenses incurred in connection with the Business Combination.

(3) Assumes the PIPE Investor satisfies its full commitment by purchasing 5,000,000 PIPE Investment Shares, as opposed to owning and not redeeming Vine Hill Class A Shares.

128

Table of Contents

Estimated Sources and Uses (Maximum Redemption Scenario)

Sources					Uses
		($ in millions)					($ in millions)
Vine Hill’s Cash in Trust		$	—		CoinShares Equity Rollover		$	1,200
Sponsor			—		Cash from Balance Sheet(1)			(8	)
CoinShares Equity Rollover			1,200		Cash to holders of CoinShares Options			15
PIPE Investment			50		Estimated Transaction Expenses(2)			43
Total Sources		$	1,250		Total Uses		$	1,250

____________

(1) The actual amount of cash will vary depending on, among other things, actual fees and expenses incurred in connection with the Business Combination.

(2) Represents estimated transaction fees and expenses, the actual amount of which will vary depending on actual fees and expenses incurred in connection with the Business Combination.

Anticipated Accounting Treatment of the Business Combination

CoinShares will be treated as the “acquirer” and Vine Hill will be treated as the “acquiree” for financial reporting purposes given that CoinShares’ operations will comprise the operations of Holdco, CoinShares’ existing shareholders will be the largest shareholder group of Holdco, and CoinShares’ executive management will be the executive management of Holdco. Further, CoinShares’ existing shareholders will have the majority voting equity interests of the post-combination company, CoinShares’ existing shareholders will have the largest single minority voting interest in the post-combination company, CoinShares’ existing senior management team will comprise the senior management of the post-combination company, the post-combination company will assume CoinShares’ name, and from an employee base and business operation standpoint CoinShares is the larger entity in terms of relative size. Additionally, influence on the board of directors is split between CoinShares and Vine Hill because, while Vine Hill nominates three of the five directors, they are subject to the acceptance of CoinShares CEO and Chairman. Under this method of accounting, the net assets of CoinShares will be stated at historical cost, with no goodwill or other intangible assets recorded. Since Vine Hill is the deemed acquiree, the transaction is not within the scope of IFRS 3, Business Combinations (“IFRS 3”) as Vine Hill does not meet the definition of a business in accordance with IFRS 3. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of CoinShares issuing shares for the net assets of Vine Hill, accompanied by a recapitalization. Given the substance of the transaction, the transaction will be accounted for as a share-based payment transaction within the scope of IFRS 2, Share-based Payment (“IFRS 2”) as it relates to the stock exchange listing service received and under other relevant standards for cash acquired, assumption of warrants or other assets acquired and liabilities assumed.

In accordance with IFRS 2, the differences in the fair value of the consideration (i.e., the ordinary shares issued by Holdco) for the acquisition of Vine Hill over the fair value of the identifiable net assets of Vine Hill will represent compensation for the service of a stock exchange listing for its shares and is expensed as incurred. Operations prior to the Closing will be deemed to be those of CoinShares. The consideration for the acquisition of Vine Hill was determined using the closing prices of Vine Hill Class A Shares. The Vine Hill Public Warrants are assumed to be part of the Business Combination and are assumed as a part of the identifiable net assets of Vine Hill. The replacement of warrants is then separately accounted for under International Accounting Standard 32, Financial Instruments: Presentation (“IAS 32”). As it is expected the fair value of Vine Hill Public Warrants will have similar fair value to those of Holdco Warrants as of the Closing, no material impact into profit or loss is expected.

Regulatory Matters

Neither Vine Hill nor CoinShares is aware of any material regulatory approvals or actions that are required for completion of the Business Combination, other than the regulatory notices and approvals discussed in “The Business Combination Proposal — Business Combination Agreement — Closing Conditions.” It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

129

Table of Contents

Vote Required for Approval

The approval of the Business Combination Proposal requires an ordinary resolution, being a resolution passed by the affirmative vote of at least a simple majority of the votes cast by the holders of the issued Vine Hill Ordinary Shares, voting together as a single class, who are present in person (including virtually) or represented by proxy and entitled to vote on the Business Combination Proposal at the Extraordinary General Meeting. The Business Combination is not structured so that the approval of at least a majority of the unaffiliated securityholders of Vine Hill is required. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting and otherwise will have no effect on a particular proposal.

The Business Combination Proposal is conditioned on the approval of each of the other Condition Precedent Proposals. Therefore, if any of the other Condition Precedent Proposals is not approved, the Business Combination Proposal will have no effect, even if approved by the requisite holders of Vine Hill Ordinary Shares.

As of the date of this proxy statement/prospectus, the Sponsor has agreed and Vine Hill’s officers and directors intend, to vote the Vine Hill Ordinary Shares owned by them in favor of the Business Combination Proposal. As of the Record Date, the Sponsor owns approximately 25% of the issued and outstanding Vine Hill Ordinary Shares. Vine Hill’s officers and directors do not hold any Vine Hill Public Shares, but may purchase Vine Hill Public Shares at any time, subject to compliance with law and Vine Hill’s trading policies. As a result, in addition to approval by the Sponsor, approval of the Business Combination Proposal will require the affirmative vote of at least 7,333,334 Vine Hill Public Shares (or approximately 33.3% of the Vine Hill Public Shares) if all Vine Hill Ordinary Shares are represented at the Extraordinary General Meeting and cast votes and the affirmative vote of no Vine Hill Public Shares if only such shares as are required to establish a quorum are represented at the Extraordinary General Meeting and cast votes.

Resolution to be Voted Upon

The full text of the resolution to be voted upon is as follows:

“RESOLVED, as an ordinary resolution, that subject to the approval of each of the SPAC Merger Proposal and the Organizational Document Proposal, the entry by Vine Hill Capital Investment Corp. (“Vine Hill”) into the Business Combination Agreement, dated as of September 8, 2025, attached to the proxy statement/prospectus accompanying the notice of meeting as Annex A (as it may be amended, restated, supplemented and/or otherwise modified from time to time, the “Business Combination Agreement”), pursuant to which and among other things, on the terms and subject to the conditions set forth in the Business Combination Agreement, the parties will complete the Business Combination (as such term is defined in the proxy statement/prospectus) described in the proxy statement/prospectus, and the performance by Vine Hill of its obligations thereunder and the consummation of the Business Combination, be approved, ratified and confirmed in all respects.”

Recommendation of the Vine Hill Board

The Vine Hill Board believes that the Business Combination Proposal to be presented at the Extraordinary General Meeting is in the best interests of Vine Hill and its shareholders.

THE VINE HILL BOARD UNANIMOUSLY RECOMMENDS THAT VINE HILL SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE BUSINESS COMBINATION PROPOSAL.

The existence of financial and personal interests of one or more of Vine Hill’s directors may result in a conflict of interest on the part of such director(s) between what such director may believe is in the best interests of Vine Hill and its shareholders and what such director may believe is best for themselves in determining to recommend that shareholders vote for the proposals, subject to their fiduciary duties under Cayman Islands law. The Sponsor and Vine Hill’s officers also have interests in the Business Combination that may be different from or in addition to, your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Certain Interests of Vine Hill’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

130

Table of Contents

THE SPAC MERGER PROPOSAL

Overview

In connection with the Business Combination, Vine Hill’s shareholders are being asked to consider and vote on a proposal to authorize and approve, by special resolution, the Vine Hill Merger and the Plan of Merger. The form of the Plan of Merger is attached to this proxy statement/prospectus as Annex B.

As a matter of Cayman Islands law, approval of Vine Hill’s shareholders is required for the authorization of the Plan of Merger, including, without limitation:

(i) the merger of Vine Hill with and into SPAC Merger Sub, with SPAC Merger Sub continuing as the surviving entity; and

(ii) the Plan of Merger to be entered into by Vine Hill, SPAC Merger Sub and Holdco in connection with the SPAC Merger.

Votes Required for Approval

If the Business Combination Proposal is not approved, the SPAC Merger Proposal will not be presented at the Extraordinary General Meeting. The approval of the SPAC Merger Proposal requires a special resolution under Cayman Islands law and the Vine Hill Memorandum and Articles of Association, being a resolution passed by the affirmative vote of at least two-thirds of the votes cast by the holders of the issued Vine Hill Ordinary Shares, voting together as a single class, who are present in person (including virtually) or represented by proxy and entitled to vote on the SPAC Merger Proposal at the Extraordinary General Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting and will have no effect on any of the proposals. The authorization and approval of the SPAC Merger Proposal is conditioned upon the adoption of the other Condition Precedent Proposals.

As of the date of this proxy statement/prospectus, the Sponsor has agreed, and Vine Hill’s officers and directors intend, to vote the Vine Hill Ordinary Shares owned by them in favor of the SPAC Merger Proposal. As of the Record Date, the Sponsor owns approximately 25% of the issued and outstanding Vine Hill Ordinary Shares. Vine Hill’s officers and directors do not hold any Vine Hill Public Shares, but may purchase Vine Hill Public Shares at any time, subject to compliance with law and Vine Hill’s trading policies. As a result, in addition to approval by the Sponsor, approval of the SPAC Merger Proposal will require the affirmative vote of at least 12,222,222 Vine Hill Public Shares (or approximately 55.6% of the Vine Hill Public Shares) if all Vine Hill Ordinary Shares are represented at the Extraordinary General Meeting and cast votes, and the affirmative vote of no Vine Hill Public Shares if only such shares as are required to establish a quorum are represented at the Extraordinary General Meeting and cast votes.

Resolution to be Voted Upon

The full text of the resolution to be voted upon is as follows:

“RESOLVED, as a special resolution that, subject to the approval of each of the Business Combination Proposal and the Organizational Document Proposal:

(a) Vine Hill be authorized to merge with Odysseus (Cayman) Limited (“SPAC Merger Sub”) so that SPAC Merger Sub will be the surviving company (the “Surviving Company”) and all the undertaking, property, and liabilities of Vine Hill and SPAC Merger Sub vest in the Surviving Company by virtue of such merger pursuant to the Companies Act (as revised) of the Cayman Islands (the “SPAC Merger”);

(b) the Plan of Merger in connection with the SPAC Merger substantially in the form attached to the proxy statement/prospectus accompanying the notice of meeting as Annex B (the “Plan of Merger”), be authorized and approved; and

(c) Vine Hill be authorized to enter into the Plan of Merger, and any and all transactions provided for in the Plan of Merger.”

131

Table of Contents

Recommendation of the Vine Hill Board

The Vine Hill Board believes that the SPAC Merger Proposal to be presented at the Extraordinary General Meeting is in the best interests of Vine Hill and its shareholders.

THE VINE HILL BOARD UNANIMOUSLY RECOMMENDS THAT VINE HILL SHAREHOLDERS
VOTE “FOR” THE SPAC MERGER PROPOSAL.

The existence of financial and personal interests of one or more of Vine Hill’s directors may result in a conflict of interest on the part of such director(s) between what such director may believe is in the best interests of Vine Hill and its shareholders and what such director may believe is best for themselves in determining to recommend that shareholders vote for the proposals, subject to their fiduciary duties under Cayman Islands law. The Sponsor and Vine Hill’s officers also have interests in the Business Combination that may be different from or in addition to, your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Certain Interests of Vine Hill’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

Appraisal Rights under the Cayman Islands Companies Act

In respect of the special resolution to approve the SPAC Merger Proposal, under Section 238 of the Cayman Islands Companies Act, shareholders of a Cayman Islands company ordinarily have appraisal rights (also referred to as dissenters’ rights) with respect to a statutory merger. The Cayman Islands Companies Act prescribes when shareholder appraisal rights will be available and sets the limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, Vine Hill Public Shareholders are still entitled to exercise the rights of redemption in respect to their Vine Hill Public Shares as detailed in this proxy statement/prospectus, and the redemption proceeds payable to Vine Hill Public Shareholders who exercise such redemption rights will represent the fair value of those shares. The certainty provided by the redemption process may be preferable for Vine Hill Public Shareholders wishing to exchange their Vine Hill Public Shares for cash.

Excerpts of relevant sections of the Cayman Islands Companies Act follow:

Section 238 — Rights of dissenters

238(1) A member of a constituent company incorporated under this Act shall be entitled to payment of the fair value of that person’s shares upon dissenting from a merger or consolidation.

238(2) A member who desires to exercise that person’s entitlement under subsection (1) shall give to the constituent company, before the vote on the merger or consolidation, written objection to the action.

238(3) An objection under subsection (2) shall include a statement that the member proposes to demand payment for that person’s shares if the merger or consolidation is authorized by the vote.

238(4) Within twenty (20) days immediately following the date on which the vote of members giving authorization for the merger or consolidation is made, the constituent company shall give written notice of the authorization to each member who made a written objection.

238(5) A member who elects to dissent shall, within twenty (20) days immediately following the date on which the notice referred to in subsection (4) is given, give to the constituent company a written notice of that person’s decision to dissent, stating (a) that person’s name and address; (b) the number and classes of shares in respect of which that person dissents; and (c) a demand for payment of the fair value of that person’s shares.

238(6) A member who dissents shall do so in respect of all shares that that person holds in the constituent company.

238(7) Upon the giving of a notice of dissent under subsection (5), the member to whom the notice relates shall cease to have any of the rights of a member except the right to be paid the fair value of that person’s shares and the rights referred to in subsections (12) and (16).

132

Table of Contents

238(8) Within seven days immediately following the date of the expiration of the period specified in subsection (5) or within seven days immediately following the date on which the plan of merger or consolidation is filed, whichever is later, the constituent company, the surviving company or the consolidated company shall make a written offer to each dissenting member to purchase that person’s shares at a specified price that Vine Hill determines to be their fair value; and if, within thirty (30) days immediately following the date on which the offer is made, Vine Hill making the offer and the dissenting member agree upon the price to be paid for that person’s shares, Vine Hill shall pay to the member the amount in money forthwith.

238(9) If Vine Hill and a dissenting member fail, within the period specified in subsection (8), to agree on the price to be paid for the shares owned by the member, within twenty (20) days immediately following the date on which the period expires (a) Vine Hill shall (and any dissenting member may) file a petition with the Court for a determination of the fair value of the shares of all dissenting members; and (b) the petition by Vine Hill shall be accompanied by a verified list containing the names and addresses of all members who have filed a notice under subsection (5) and with whom agreements as to the fair value of their shares have not been reached by Vine Hill.

238(10) A copy of any petition filed under subsection (9)(a) shall be served on the other party; and where a dissenting member has so filed, Vine Hill shall within ten days after such service file the verified list referred to in subsection (9)(b).

238(11) At the hearing of a petition, the Court shall determine the fair value of the shares of such dissenting members as it finds are involved, together with a fair rate of interest, if any, to be paid by Vine Hill upon the amount determined to be the fair value.

238(12) Any member whose name appears on the list filed by Vine Hill under subsection (9)(b) or (10) and who the Court finds are involved may participate fully in all proceedings until the determination of fair value is reached.

238(13) The order of the Court resulting from proceeding on the petition shall be enforceable in such manner as other orders of the Court are enforced, whether Vine Hill is incorporated under the laws of the Islands or not.

238(14) The costs of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances; and upon application of a member, the Court may order all or a portion of the expenses incurred by any member in connection with the proceeding, including reasonable attorney’s fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares which are the subject of the proceeding.

238(15) Shares acquired by Vine Hill pursuant to this section shall be cancelled and, if they are shares of a surviving company, they shall be available for re-issue.

238(16) The enforcement by a member of that person’s entitlement under this section shall exclude the enforcement by the member of any right to which that person might otherwise be entitled by virtue of that person holding shares, except that this section shall not exclude the right of the member to institute proceedings to obtain relief on the ground that the merger or consolidation is void or unlawful.

Section 239 — Limitation on rights of dissenters

239(1) No rights under section 238 shall be available in respect of the shares of any class for which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the expiry date of the period allowed for written notice of an election to dissent under section 238(5), but this section shall not apply if the holders thereof are required by the terms of a plan of merger or consolidation pursuant to section 233 or 237 to accept for such shares anything except —

(a) shares of a surviving or consolidated company or depository receipts in respect thereof;

(b) shares of any other company or depository receipts in respect thereof, which shares or depository receipts at the effective date of the merger or consolidation, are either listed on a national securities exchange or designated as a national market system security on a recognized interdealer quotation system or held of record by more than two thousand holders;

133

Table of Contents

(c) cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a) and (b); or

(d) any combination of the shares, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a), (b) and (c).

239(2) Repealed by section 11 of the Companies (Amendment) (No. 2) Act, 2018 [Law 46 of 2018].

Vine Hill Public Shareholders are recommended to seek their own advice as soon as possible on the application and procedure to be followed in respect of the appraisal rights under the Cayman Islands Companies Act.

Holders of Vine Hill Public Warrants and Vine Hill Units do not have appraisal rights in respect to such securities in connection with the Business Combination under the Cayman Islands Companies Act.

134

Table of Contents

THE ORGANIZATIONAL DOCUMENT PROPOSAL

Overview

The Organizational Document Proposal, if approved, will approve the amendment and restatement with effect immediately prior to the effective time of the Scheme of Arrangement of the existing Holdco memorandum and articles of association by the adoption of the Proposed Holdco Memorandum and Articles of Association as the memorandum and articles of association of Holdco in substitution for and to the exclusion of the existing Holdco memorandum and articles of association. The amendment and restatement of the existing Holdco memorandum and articles of association will only take effect immediately prior to the effective time of the Scheme of Arrangement, at the same time the Scheme of Arrangement becomes effective.

This summary is qualified by reference to the complete text of the Proposed Holdco Memorandum and Articles of Association, substantially in the form attached to this proxy/registration statement as Annex C. All Vine Hill shareholders are encouraged to read the Proposed Holdco Memorandum and Articles of Association, in their entirety for a more complete description of their terms.

Votes Required for Approval

If the Business Combination Proposal and the SPAC Merger Proposal are not approved, the Organizational Document Proposal will not be presented at the Extraordinary General Meeting. The approval of the Organizational Document Proposal requires an ordinary resolution, being a resolution passed by the affirmative vote of at least a simple majority of the votes cast by the holders of the issued Vine Hill Ordinary Shares, voting together as a single class, who are present in person (including virtually) or represented by proxy and entitled to vote on the Organizational Document Proposal at the Extraordinary General Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting and will have no effect on any of the proposals. The adoption of the Organizational Document Proposal is conditioned upon the adoption of the other Condition Precedent Proposals.

As of the date of this proxy statement/prospectus, the Sponsor has agreed, and Vine Hill’s officers and directors intend, to vote the Vine Hill Ordinary Shares owned by them in favor of the Organizational Document Proposal. As of the Record Date, the Sponsor owns approximately 25% of the issued and outstanding Vine Hill Ordinary Shares. Vine Hill’s officers and directors do not hold any Vine Hill Public Shares, but may purchase Vine Hill Public Shares at any time, subject to compliance with law and Vine Hill’s trading policies. As a result, in addition to approval by the Sponsor, approval of the Organizational Document Proposal will require the affirmative vote of at least 7,333,334 Vine Hill Public Shares (or approximately 33.3% of the Vine Hill Public Shares) if all Vine Hill Ordinary Shares are represented at the Extraordinary General Meeting and cast votes, and the affirmative vote of no Vine Hill Public Shares if only such shares as are required to establish a quorum are represented at the Extraordinary General Meeting and cast votes.

Resolution to be Voted Upon

The full text of the resolution to be voted upon is as follows:

“RESOLVED, as an ordinary resolution, that subject to the approval of each of the Business Combination Proposal and the SPAC Merger Proposal, with effect immediately prior to the effective time of the Scheme of Arrangement, the amended and restated memorandum and articles of association of Holdco in the form attached to the proxy statement/prospectus accompanying the notice of meeting as Annex C but subject to such amendments as may be approved by any director of Holdco be adopted as the memorandum and articles of association of Holdco in substitution for and to the exclusion of the existing memorandum and articles of association of Holdco as then in effect.”

Recommendation of the Vine Hill Board

The Vine Hill Board believes that the Organizational Document Proposal to be presented at the Extraordinary General Meeting is in the best interests of Vine Hill and its shareholders.

135

Table of Contents

THE VINE HILL BOARD UNANIMOUSLY RECOMMENDS THAT VINE HILL SHAREHOLDERS
VOTE “FOR” THE ORGANIZATIONAL DOCUMENT PROPOSAL.

The existence of financial and personal interests of one or more of Vine Hill’s directors may result in a conflict of interest on the part of such director(s) between what such director may believe is in the best interests of Vine Hill and its shareholders and what such director may believe is best for themselves in determining to recommend that shareholders vote for the proposals, subject to their fiduciary duties under Cayman Islands law. The Sponsor and Vine Hill’s officers also have interests in the Business Combination that may be different from, or in addition to, your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Certain Interests of Vine Hill’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

136

Table of Contents

THE ADVISORY ORGANIZATIONAL DOCUMENT PROPOSALS

Overview

The Advisory Organizational Document Proposals are conditioned on the approval of each of the Condition Precedent Proposals. Therefore, if any of the Condition Precedent Proposals is not approved, then the Advisory Organizational Document Proposals will not be presented to Vine Hill’s shareholders at the Extraordinary General Meeting.

As required by SEC guidance, Vine Hill’s shareholders have the opportunity to present their views on important corporate governance provisions, Vine Hill is requesting that its shareholders vote upon, on a non-binding advisory basis, a proposal to approve certain governance provisions in the Proposed Holdco Memorandum and Articles of Association, which are separately being presented. These separate votes are not otherwise required by Cayman Islands law. Accordingly, Vine Hill’s shareholder vote regarding the Advisory Organizational Document Proposals is an advisory vote and it is not binding on Vine Hill or Holdco. Furthermore, the Business Combination is not conditioned on the separate approval of the Advisory Organizational Document Proposals. Accordingly, regardless of the outcome of the non-binding advisory vote on the Advisory Organizational Document Proposals, the Proposed Holdco Memorandum and Articles of Association will take effect upon the Closing if the Conditions Precedent Proposals are approved. For more information, please see the section entitled “Comparison of Corporate Governance and Shareholders’ Rights.”

The following table sets forth a summary of the principal changes proposed to be made between the Vine Hill Memorandum and Articles of Association and the Proposed Holdco Memorandum and Articles of Association. The following summaries are qualified by reference to the complete text of the Vine Hill Memorandum and Articles of Association and the Proposed Holdco Memorandum and Articles of Association, a copy of which is attached to this proxy statement/prospectus as Annex C. All shareholders are encouraged to read the Proposed Holdco Memorandum and Articles of Association in its entirety for a more complete description of their terms.

		Vine Hill Memorandum and Articles of Association		Proposed Holdco Memorandum and Articles of Association
Amendments (Proposal 4A)		The Vine Hill Memorandum and Articles of Association provide that the provisions of the Vine Hill Memorandum and Articles of Association may be amended by shareholder resolution to change Vine Hill’s name, alter or add to the articles of association, alter or add to the memorandum of association with respect to any objects, power or other matters specified therein and reduce Vine Hill’s share capital or any capital redemption reserve fund. See Article 18 of the Vine Hill Memorandum and Articles of Association.		The Proposed Holdco Memorandum and Articles of Association will not include a provision governing amendments thereto and, as a result, amendments will be governed by the Jersey Companies Law, which will require a special resolution, passed by the affirmative vote of holders of not less than sixty-seven percent (67%) of the votes cast by shareholders voting in person or by proxy, at a general meeting of Holdco.
Number of Directors (Proposal 4B)		The Vine Hill Memorandum and Articles of Association provide that the number of directors shall consist of not less than one person, provided however that the limits in the number of directors may be increased or reduced by an ordinary resolution, passed by the affirmative vote of holders of a simple majority of the votes cast by shareholders voting in person or by proxy at a general meeting of Vine Hill, or by unanimous written resolution of the shareholders. See Article 27 of the Vine Hill Memorandum and Articles of Association.		The Proposed Holdco Memorandum and Articles of Association will provide that the minimum number of directors will be three and the maximum number of directors will be ten, subject to amendment by a special resolution, passed by the affirmative vote of holders of not less than sixty-seven percent (67%) of the votes cast by shareholders voting in person or by proxy, at a general meeting of Holdco. See Article 15 of the Proposed Holdco Memorandum and Articles of Association.

137

Table of Contents

		Vine Hill Memorandum and Articles of Association		Proposed Holdco Memorandum and Articles of Association
Director Election, Vacancies and Removal (Proposal 4C)		The Vine Hill Memorandum and Articles of Association provide that, prior to the closing of a business combination, holders of the Vine Hill Class B Shares have the exclusive right to vote on the appointment of any director and holders of Vine Hill Class A Shares have no right to vote on the appointment of any director. Following the closing of a business combination, directors may be elected by an ordinary resolution, passed by the affirmative vote of holders of a simple majority of the votes cast by shareholders in person or by proxy at a general meeting of Vine Hill, or by unanimous written resolution of the shareholders.		The Proposed Holdco Memorandum and Articles of Association will provide that directors may be elected (either to fill a vacancy or as an addition to any existing directors) or removed from office by a special resolution, passed by the affirmative vote of holders of not less than sixty-seven percent (67%) of the votes cast by shareholders voting in person or by proxy, at a general meeting of Holdco. See Article 19 of the Proposed Holdco Memorandum and Articles of Association.
		The Vine Hill Memorandum and Articles of Association provide that newly-created directorships or any vacancy on the Board may be filled by a majority vote of the remaining directors then in office, even if less than a quorum, or by the sole remaining director. Prior to the closing of a business combination, holders of the Vine Hill Class B Shares have the exclusive right to vote on the removal of any director and holders of Vine Hill Class A Shares have no right to vote on the removal of any director. Following the closing of a business combination, directors may be removed by an ordinary resolution, passed by the affirmative vote of holders of a simple majority of the votes cast by shareholders in person or by proxy at a general meeting of Vine Hill, or by unanimous written resolution of the shareholders. See Articles 29 and 31.6 of the Vine Hill Memorandum and Articles of Association.
Removal of Blank Check Company Provisions (Proposal 4D)		The Vine Hill Memorandum and Articles of Association contain various provisions applicable only to blank check companies.		The Proposed Holdco Memorandum and Articles of Association will not include these provisions only applicable to blank check companies.

Reasons for the Advisory Organizational Document Proposals

Advisory Organizational Document Proposal 4A — Amendments

The Vine Hill Memorandum and Articles of Association includes a provision governing amendments thereto, some of which only require an ordinary resolution, passed by a simple majority of the votes cast by shareholders in person or by proxy at a general meeting of the Vine Hill, or by unanimous written resolution of the shareholders, and others which require a special resolution, passed by at least two-thirds (or in certain cases 90%) of the votes cast by shareholders voting in person or by proxy at a general meeting of Vine Hill, or by unanimous written resolution of the shareholders. The Proposed Holdco Memorandum and Articles of Association will not include a provision governing amendments thereto, and, as a result, amendments will be governed by the Jersey Companies Law, which requires that any amendments will be subject to a special resolution, passed by the affirmative vote of holders of not less than sixty-seven percent (67%) of the votes cast by shareholders.

138

Table of Contents

Advisory Organizational Document Proposal 4B — Number of Directors

The Vine Hill Memorandum and Articles of Association provide that the minimum number of directors is one, which limits the number of directors may be increased or decreased by an ordinary resolution, passed by a simple majority of the votes cast by shareholders in person or by proxy at a general meeting of Vine Hill, or by unanimous written resolution of the shareholders. The Proposed Holdco Memorandum and Articles of Association will provide that the minimum number of directors will be three and the maximum number of directors will be ten, subject to amendment by a special resolution, passed by the affirmative vote of holders of not less than sixty-seven percent (67%) of the votes cast by shareholders voting in person or by proxy, at a general meeting of Holdco.

Advisory Organizational Document Proposal 4C — Election, Vacancy and Removal of Directors

The Vine Hill Memorandum and Articles of Association provide that directors are elected by an ordinary resolution, passed by the affirmative vote of holders of a simple majority of the votes cast by shareholders in person or by proxy at a general meeting of Vine Hill, or by unanimous written resolution of the shareholders, provided that prior to the closing of a business combination and for so long as there are Vine Hill Class B Shares in issue, only the holders of the Vine Hill Class B Shares shall be entitled to vote on any such ordinary resolution. The Proposed Holdco Memorandum and Articles of Association will provide that directors will be elected (either to fill a vacancy or as an addition to any existing directors) or removed from office by a special resolution, passed by the affirmative vote of holders of not less than sixty-seven percent (67%) of the votes cast by shareholders voting in person or by proxy, at a general meeting of Holdco. The Vine Hill Board believes that such a standard will (i) increase board continuity and the likelihood that experienced board members with familiarity of Holdco’s business operations would serve on the board at any given time and (ii) make it more difficult for a potential acquirer or other person, group or entity to gain control of the Holdco Board.

Advisory Organizational Document Proposal 4D — Blank Check Company Provisions

The Vine Hill Memorandum and Articles of Association contain various provisions applicable only to blank check companies. The Proposed Holdco Memorandum and Articles of Association will eliminate certain provisions related to the status as a blank check company.

Vote Required for Approval

The approval of the Advisory Organizational Document Proposals does not require the passing of a resolution under the Vine Hill Memorandum and Articles of Association or Cayman Islands law. Notwithstanding this, the Vine Hill Board is asking Vine Hill’s shareholders to vote on the Advisory Organizational Document Proposals on a non-binding advisory basis by ordinary resolution, being a non-binding advisory resolution passed by the affirmative vote of at least a simple majority of the votes cast by the holders of the issued Vine Hill Ordinary Shares, voting together as a single class, who are present in person (including virtually) or represented by proxy and entitled to vote on the Advisory Organizational Document Proposals at the Extraordinary General Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting and will have no effect on any of the proposals. The adoption of the Advisory Organizational Document Proposals is conditioned upon the adoption of the Condition Precedent Proposals.

As of the date of this proxy statement/prospectus, the Sponsor has agreed, and Vine Hill’s officers and directors intend, to vote the Vine Hill Ordinary Shares owned by them in favor of the Advisory Organizational Document Proposals. As of the Record Date, the Sponsor owns approximately 25% of the issued and outstanding Vine Hill Ordinary Shares. Vine Hill’s officers and directors do not hold any Vine Hill Public Shares, but may purchase Vine Hill Public Shares at any time, subject to compliance with law and Vine Hill’s trading policies. As a result, in addition to approval by the Sponsor, approval of the Advisory Organizational Document Proposals will require the affirmative vote of at least 7,333,334 Vine Hill Public Shares (or approximately 33.3% of the Vine Hill Public Shares) if all Vine Hill Ordinary Shares are represented at the Extraordinary General Meeting and cast votes, and the affirmative vote of no Vine Hill Public Shares if only such shares as are required to establish a quorum are represented at the Extraordinary General Meeting and cast votes.

139

Table of Contents

Resolutions to be Voted Upon

The full text of the resolutions to be voted upon is as follows:

Advisory Organizational Documents Proposal 4A — “RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that the Proposed Holdco Memorandum and Articles of Association will not include a provision governing amendments thereto and, as a result, amendments will be governed by the Jersey Companies Law, which will require a special resolution, passed by the affirmative vote of holders of not less than sixty-seven percent (67%) of the votes cast by shareholders voting in person or by proxy, at a general meeting of Holdco.”

Advisory Organizational Documents Proposal 4B — “RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that the Proposed Holdco Memorandum and Articles of Association will provide that the minimum number of directors will be three and the maximum number of directors will be ten, subject to amendment by a special resolution, passed by the affirmative vote of holders of not less than sixty-seven percent (67%) of the votes cast by shareholders voting in person or by proxy, at a general meeting of Holdco.”

Advisory Organizational Documents Proposal 4C — “RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that the Proposed Holdco Memorandum and Articles of Association will provide that directors may be elected (either to fill a vacancy or as an addition to any existing directors) or removed from office by a special resolution, passed by the affirmative vote of holders of not less than sixty-seven percent (67%) of the votes cast by shareholders voting in person or by proxy, at a general meeting of Holdco.”

Advisory Organizational Documents Proposal — “RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that the Proposed Holdco Memorandum and Articles of Association will eliminate certain provisions related to the status as a blank check company.”

Recommendation of the Vine Hill Board

The Vine Hill Board believes that the Advisory Organizational Document Proposals to be presented at the Extraordinary General Meeting are in the best interests of Vine Hill and its shareholders.

THE VINE HILL BOARD UNANIMOUSLY RECOMMENDS THAT VINE HILL SHAREHOLDERS VOTE “FOR” THE ADVISORY ORGANIZATIONAL DOCUMENT PROPOSALS.

The existence of financial and personal interests of one or more of Vine Hill’s directors may result in a conflict of interest on the part of such director(s) between what such director may believe is in the best interests of Vine Hill and its shareholders and what such director may believe is best for themselves in determining to recommend that shareholders vote for the proposals, subject to their fiduciary duties under Cayman Islands law. The Sponsor and Vine Hill’s officers also have interests in the Business Combination that may be different from or in addition to, your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Certain Interests of Vine Hill’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

140

Table of Contents

THE NTA PROPOSAL

Overview

The NTA Proposal is conditioned upon the approval of the Condition Precedent Proposals. Therefore, if the Condition Precedent Proposals are not approved, then the NTA Proposal will not be presented to Vine Hill’s shareholders at the Extraordinary General Meeting. If the NTA Proposal is approved at the Extraordinary General Meeting, the Vine Hill Memorandum and Articles of Association shall be amended, prior to the consummation of the proposed Business Combination, to remove from the Vine Hill Memorandum and Articles of Association requirements limiting Vine Hill’s ability to redeem Vine Hill Public Shares and consummate an initial business combination if the amount of such redemptions would cause Vine Hill to have less than $5,000,001 in net tangible assets.

Reasons for the NTA Amendments

Vine Hill’s shareholders are being asked to approve the NTA Amendments to the Vine Hill Memorandum and Articles of Association prior to the consummation of the proposed Business Combination, which, in the judgment of the Vine Hill Board, may facilitate the consummation of the Business Combination. The Vine Hill Memorandum and Articles of Association limit Vine Hill’s ability to consummate an initial business combination if Vine Hill would have less than $5,000,001 in net tangible assets. Because Vine Hill Ordinary Shares and the Holdco Ordinary Shares would not be deemed to be a “penny stock” pursuant to other applicable provisions of Rule 3a51-1 under the Exchange Act, Vine Hill is presenting the NTA Proposal to facilitate the consummation of the Business Combination. If the NTA Proposal is not approved and there are significant requests for redemption such that Vine Hill’s net tangible assets would be less than $5,000,001 following such redemption prior to and upon consummation of the Business Combination, the Vine Hill Memorandum and Articles of Association would prevent Vine Hill from being able to consummate the Business Combination even if all other conditions to Closing are met. If the NTA Proposal is approved and the Vine Hill Memorandum and Articles of Association are amended with the NTA Amendments, then it is possible that the Business Combination could be consummated even if Vine Hill’s net tangible assets would be less than $5,000,001 following the redemption prior to and upon consummation of the Business Combination.

If the Condition Precedent Proposals and the NTA Proposal are approved, all of the references in this proxy statement/prospectus to the “Vine Hill Memorandum and Articles of Association” shall be deemed to mean the Vine Hill Memorandum and Articles of Association as amended by the NTA Amendments contained in this NTA Proposal.

Vote Required for Approval

The approval of the NTA Proposal will require a special resolution under Cayman Islands law and the Vine Hill Memorandum and Articles of Association, being a resolution passed by the affirmative vote of at least two-thirds of the votes cast by the holders of the issued Vine Hill Ordinary Shares, voting together as a single class, who are present in person, (including virtually) or represented by proxy and entitled to vote on the NTA Proposal at the Extraordinary General Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement but will not have an effect on the NTA Proposal.

As of the date of this proxy statement/prospectus, the Sponsor has agreed, and Vine Hill’s officers and directors intend, to vote the Vine Hill Ordinary Shares owned by them in favor of the NTA Proposal. As of the Record Date, the Sponsor owns approximately 25% of the issued and outstanding Vine Hill Ordinary Shares. Vine Hill’s officers and directors do not hold any Vine Hill Public Shares, but may purchase Vine Hill Public Shares at any time, subject to compliance with law and Vine Hill’s trading policies. As a result, in addition to approval by the Sponsor, approval of the NTA Proposal will require the affirmative vote of at least 12,222,222 Vine Hill Public Shares (or approximately 55.6% of the Vine Hill Public Shares) if all Vine Hill Ordinary Shares are represented at the Extraordinary General Meeting and cast votes, and the affirmative vote of no Vine Hill Public Shares if only such shares as are required to establish a quorum are represented at the Extraordinary General Meeting and cast votes.

141

Table of Contents

Resolution to be Voted Upon

The full text of the resolution to be voted upon is as follows:

“RESOLVED, as a special resolution, that subject to the approval of each of the Business Combination Proposal, the SPAC Merger Proposal and the Organizational Document Proposal, Vine Hill’s Amended and Restated Memorandum and Articles of Association be amended by the deletion of Articles 49.2, 49.4, 49.5 and 49.8 in their entireties and the insertion of the following language in their place:

49.2  Prior to the consummation of a Business Combination, the Company shall either:

(a) submit such Business Combination to its Members for approval; or

(b) provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of such Business Combination, including interest earned on the Trust Account (net of taxes paid or payable, if any), divided by the number of then issued Public Shares. Such obligation to repurchase Shares is subject to the completion of the proposed Business Combination to which it relates.

49.4  At a general meeting called for the purposes of approving a Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination.

49.5  Any Member holding Public Shares who is not the Sponsor, a Founder, Officer or Director may, at least two business days’ prior to any vote on a Business Combination, elect to have their Public Shares redeemed for cash, in accordance with any applicable requirements provided for in the related proxy materials (the “Business Combination Redemption”), provided that no such Member acting together with any Affiliate of their or any other person with whom they are acting in concert or as a partnership, limited partnership, syndicate, or other group (including, for the avoidance of doubt, a “group” (as defined under Section 13 of the Exchange Act) for the purposes of acquiring, holding, or disposing of Shares may exercise this redemption right with respect to more than 15% of the Public Shares in the aggregate without the prior consent of the Company and provided further that any beneficial holder of Public Shares on whose behalf a redemption right is being exercised must identify itself to the Company in connection with any redemption election in order to validly redeem such Public Shares. If so demanded, the Company shall pay any such redeeming Member, regardless of whether they are voting for or against such proposed Business Combination, a per-Share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (such interest shall be net of taxes payable) and not previously released to the Company to pay its taxes, divided by the number of then issued Public Shares (such redemption price being referred to herein as the “Redemption Price”), but only in the event that the applicable proposed Business Combination is approved and in connection with its consummation.

49.8  In the event that any amendment is made to the Articles (an “Amendment”):

(a) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100% of the Public Shares if the Company does not consummate a Business Combination by the Deadline Date, or such later time as the Members may approve by Special Resolution in accordance with the Articles; or

(b) with respect to any other provision relating to Members’ rights or pre-Business Combination activity,

any Member holding Public Shares who is not the Sponsor, a Founder, Officer or Director may, at least two business days’ prior to any vote on an Amendment, elect to have their Public Shares redeemed for cash, in accordance with any applicable requirements provided for in the related proxy materials (the “Amendment Redemption”), provided that no such Member acting together with any Affiliate of their or any other person with whom they are acting in concert or as a partnership, limited partnership, syndicate, or other group (including, for the avoidance of doubt, a “group” (as defined under Section 13 of the

142

Table of Contents

Exchange Act) for the purposes of acquiring, holding, or disposing of Shares may exercise this redemption right with respect to more than 15% of the Public Shares in the aggregate without the prior consent of the Company and provided further that any beneficial holder of Public Shares on whose behalf a redemption right is being exercised must identify itself to the Company in connection with any redemption election in order to validly redeem such Public Shares. If so demanded, the Company shall pay any such redeeming Member, regardless of whether they are voting for or against such proposed Amendment, the Redemption Price, but only in the event that the applicable proposed Amendment is approved. The Directors (in their sole discretion) shall determine the timing of any such Amendment Redemption.”

Recommendation of the Vine Hill Board

The Vine Hill Board believes that the NTA Proposal to be presented at the Extraordinary General Meeting is in the best interests of Vine Hill and its shareholders.

THE VINE HILL BOARD UNANIMOUSLY RECOMMENDS THAT VINE HILL SHAREHOLDERS VOTE “FOR” THE NTA PROPOSAL.

The existence of financial and personal interests of one or more of Vine Hill’s directors may result in a conflict of interest on the part of such director(s) between what such director may believe is in the best interests of Vine Hill and its shareholders and what such director may believe is best for themselves in determining to recommend that shareholders vote for the proposals, subject to their fiduciary duties under Cayman Islands law. The Sponsor and Vine Hill’s officers also have interests in the Business Combination that may be different from or in addition to, your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Certain Interests of Vine Hill’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

143

Table of Contents

THE ADJOURNMENT PROPOSAL

Overview

The Adjournment Proposal allows the Vine Hill Board to submit a proposal to approve, by ordinary resolution, the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary or desirable: (1) to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Extraordinary General Meeting; (2) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Vine Hill has determined in good faith after consultation with outside legal counsel is required under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by its shareholders prior to the Extraordinary General Meeting; (3) to seek reversals of redemption requests if Vine Hill Public Shareholders have elected to redeem an amount of Vine Hill Public Shares such that Vine Hill would have less than $5,000,001 in net tangible assets; or (4) in order to engage with investors.

The purpose of the Adjournment Proposal is to permit further solicitation of proxies and votes and to provide additional time for the Sponsor, Vine Hill and their members and shareholders, respectively, to make purchases of Vine Hill Class A Shares or other arrangements that would increase the likelihood of obtaining a favorable vote on the proposals to be put to the Extraordinary General Meeting or otherwise increase the likelihood of closing the Business Combination.

See “The Business Combination Proposal — Certain Interests of Vine Hill’s Directors and Officers and Others in the Business Combination.”

Consequences if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is presented to the Extraordinary General Meeting and is not approved by the shareholders, the Vine Hill Board may not be able to adjourn the Extraordinary General Meeting to a later date (i) if based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary General Meeting to approve the Condition Precedent Proposals, in which event, the Business Combination would not be completed, or (ii) in the event that adjourning the Extraordinary General Meeting to a later date would allow for reasonable additional time for (A) the filing or mailing of any supplemental or amended disclosure that Vine Hill has determined in good faith after consultation with outside legal counsel is required under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by its shareholders prior to the Extraordinary General Meeting or (B) engaging with investors.

Vote Required for Approval

The approval of the Adjournment Proposal requires an ordinary resolution, being a resolution passed by the affirmative vote of at least a simple majority of the votes cast by the holders of the issued Vine Hill Ordinary Shares, voting together as a single class, who are present in person (including virtually) or represented by proxy and entitled to vote on the Adjournment Proposal at the Extraordinary General Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting and otherwise will have no effect on a particular proposal.

The Adjournment Proposal is not conditioned on the approval of any other proposal.

As of the date of this proxy statement/prospectus, the Sponsor has agreed and Vine Hill’s officers and directors intend, to vote the Vine Hill Ordinary Shares owned by them in favor of the Adjournment Proposal. As of the Record Date, the Sponsor owns approximately 25% of the issued and outstanding Vine Hill Ordinary Shares. Vine Hill’s officers and directors do not hold any Vine Hill Public Shares, but may purchase Vine Hill Public Shares at any time, subject to compliance with law and Vine Hill’s trading policies. As a result, in addition to approval by the Sponsor, approval of the Adjournment Proposal will require the affirmative vote of at least 7,333,334 Vine Hill Ordinary Shares (or approximately 33.3% of the Vine Hill Public Shares) if all Vine Hill Ordinary Shares are represented at the Extraordinary General Meeting and cast votes and the affirmative vote of no Vine Hill Ordinary Shares if only such shares as are required to establish a quorum are represented at the Extraordinary General Meeting and cast votes.

144

Table of Contents

Resolution to be Voted Upon

The full text of the resolution to be voted upon is as follows:

“RESOLVED, as an ordinary resolution, that the adjournment of the Extraordinary General Meeting to a later date or dates to be determined by the Chairman of the Extraordinary General Meeting, if necessary or desirable: (1) to permit further solicitation and vote of proxies in the event that, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are insufficient votes for the approval of one or more proposals at the Extraordinary General Meeting; (2) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Vine Hill has determined in good faith after consultation with outside legal counsel is required under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by its shareholders prior to the Extraordinary General Meeting; (3) to seek reversals of redemption requests if Vine Hill Public Shareholders have elected to redeem an amount of Vine Hill Public Shares such that Vine Hill would have less than $5,000,001 in net tangible assets; or (4) in order to engage with investors, be approved.”

Recommendation of the Vine Hill Board

The Vine Hill Board believe that the Adjournment Proposal if presented at the Extraordinary General Meeting is in the best interests of Vine Hill and its shareholders.

THE VINE HILL BOARD UNANIMOUSLY RECOMMEND THAT VINE HILL SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

145

Table of Contents

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a general discussion of the material U.S. federal income tax consequences of (i) the SPAC Merger to U.S. Holders (as defined below) of Vine Hill Public Shares and Vine Hill Public Warrants, (ii) exercise of the redemption rights by U.S. Holders and (iii) the ownership and disposition of Holdco Ordinary Shares and Holdco Warrants received in the Business Combination by former holders of Vine Hill Public Shares or Vine Hill Public Warrants by such persons, and by former holders of CoinShares Shares (but, in the case of former holders of CoinShares Shares, solely with respect to the ownership and disposition of Holdco Ordinary Shares). This section applies only to holders that hold their Vine Hill Public Shares and Vine Hill Public Warrants and any stock or warrants exchanged therefor as capital assets for U.S. federal income tax purposes (generally, property held for investment) and also does not address the Sponsor, Insiders or their affiliates, representatives, employees or other stakeholders.

This discussion is based on the provisions of the Code, U.S. Treasury regulations, administrative rulings and judicial decisions, all as in effect on the date hereof and all of which are subject to change or differing interpretations, possibly with retroactive effect. We cannot assure you that a change in law will not significantly alter the tax considerations that we describe in this summary. We have not sought any ruling from the IRS or formal written opinion from our tax advisors with respect to the statements made and the positions or conclusions described in the following summary. Such statements, positions and conclusions are not free from doubt and there can be no assurance that your tax advisor, the IRS or a court will agree with such statements and conclusions.

This summary does not discuss the alternative minimum tax or the application of Section 451(b) of the Code to accrual method taxpayers that file applicable financial statements as described in Section 451(b) of the Code and does not address the Medicare tax on certain investment income, U.S. federal estate or gift tax laws, any state, local or non-U.S. tax laws, any tax treaties or any other tax law other than U.S. federal income tax law. Furthermore, this discussion does not address all U.S. federal income tax considerations that may be relevant to a particular holder in light of the holder’s circumstances or that may be relevant to certain categories of investors that may be subject to special rules, such as:

• entities or arrangements treated as partnerships or pass-through entities for U.S. federal income tax purposes or holders of interests therein;

• our founders, sponsor, officers or directors or other holders of our Class B Ordinary Shares or private placement warrants;

• banks, insurance companies or other financial institutions;

• tax-exempt or governmental organizations;

• “qualified foreign pension funds” as defined in Section 897(l)(2) of the Code (or any entities all of the interests of which are held by a qualified foreign pension fund);

• dealers in securities or foreign currencies;

• U.S. Holders (as defined below) whose functional currency is not the U.S. dollar;

• U.S. expatriates or former long-term residents of the U.S.;

• traders in securities that use the mark-to-market method of accounting for U.S. federal income tax purposes;

• “controlled foreign corporations,” “passive foreign investment companies” and corporations that accumulate earnings to avoid U.S. federal income tax;

• persons deemed to sell our securities under the constructive sale provisions of the Code;

• persons that acquired our securities through the exercise of employee share options or otherwise as compensation or through a tax-qualified retirement plan;

• persons that actually or constructively own 5% percent or more (by vote or value) of any class of our shares;

• persons that hold our securities as part of a straddle, appreciated financial position, synthetic security, hedge, conversion transaction or other integrated investment or risk reduction transaction;

146

Table of Contents

• persons who acquire PIPE Shares as part of or in connection with the PIPE Investment;

• certain former citizens or long-term residents of the United States;

• pension funds;

• mutual funds;

• regulated investment companies; and

• real estate investment trusts.

If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) or other pass-through entity holds Vine Hill Public Shares, Vine Hill Public Warrants, Holdco Ordinary Shares or Holdco Warrants, the tax treatment of a partner or other member in such partnership or other pass-through entity generally will depend upon the status of the partner or other member, the activities of the partnership or other pass-through entity and certain determinations made at the partner or member level. If you are a partner or member of a partnership or other pass-through entity holding Vine Hill Ordinary Shares, Vine Hill Public Warrants, Holdco Ordinary Shares or Holdco Warrants, you are urged to consult your tax advisor regarding the tax consequences to you of a redemption, the SPAC Merger, and/or the ownership and disposition of Holdco Ordinary Shares and Holdco Warrants by the partnership or other pass-through entity.

For purposes of this discussion, because the components of a Vine Hill Unit are generally separable at the option of the holder, the holder of a Vine Hill Unit generally should be treated, for U.S. federal income tax purposes, as the owner of the underlying Vine Hill Public Share and one-half of one Vine Hill Public Warrant components of the Vine Hill Unit, and the discussion below with respect to actual holders of Vine Hill Public Shares and Vine Hill Public Warrants also should apply to holders of Vine Hill Units (as the deemed owners of the underlying Vine Hill Public Shares and Vine Hill Public Warrants that constitute the Vine Hill Units). Accordingly, the separation of a Vine Hill Unit into one Vine Hill Public Share and the one-half of one Vine Hill Public Warrant underlying the Vine Hill Unit generally should not be a taxable event for U.S. federal income tax purposes. This position is not free from doubt, and no assurance can be given that the IRS would not assert, or that a court would not sustain, a contrary position. Holders of Vine Hill Units are urged to consult their tax advisors concerning the U.S. federal, state, local and any non-U.S. tax consequences of the transactions contemplated by the Business Combination (including the exercise of any redemption rights) with respect to any Vine Hill Public Shares and Vine Hill Public Warrants held through Vine Hill Units (including alternative characterizations of Vine Hill Units).

For purposes of this description, a “U.S. Holder” means a beneficial owner of Vine Hill Public Shares, Vine Hill Public Warrants, Holdco Ordinary Shares (received for Vine Hill Public Shares or CoinShares Shares) or Holdco Warrants (received for Vine Hill Public Warrants) that is for U.S. federal income tax purposes:

• an individual citizen or resident of the United States;

• a corporation (or other entity treated as a corporation) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia;

• an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or

• a trust if (i) a U.S. court can exercise primary supervision over the trust’s administration and one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) are authorized to control all substantial decisions of the trust or (ii) it has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a “United States person” (within the meaning of Section 7701(a)(30) of the Code).

147

Table of Contents

THE U.S. FEDERAL INCOME TAX TREATMENT OF THE EXERCISE OF REDEMPTION RIGHTS, THE SPAC MERGER OR THE BUSINESS COMBINATION MAY BE AFFECTED BY MATTERS NOT DESCRIBED HEREIN AND DEPENDS IN SOME INSTANCES ON DETERMINATIONS OF FACT AND INTERPRETATIONS OF COMPLEX PROVISIONS OF U.S. FEDERAL INCOME TAX LAW FOR WHICH NO CLEAR PRECEDENT OR AUTHORITY MAY BE AVAILABLE. WE URGE HOLDERS WHO CHOOSE TO EXERCISE THEIR REDEMPTION RIGHTS OR WHO CHOOSE TO PARTICIPATE IN THE SPAC MERGER OR THE BUSINESS COMBINATION TO CONSULT THEIR OWN TAX ADVISOR REGARDING THE SPECIFIC TAX CONSEQUENCES TO SUCH HOLDER OF THE EXERCISE OF REDEMPTION RIGHTS, OF THE SPAC MERGER, OF THE BUSINESS COMBINATION AND OF OWNING AND DISPOSING OF HOLDCO ORDINARY SHARES OR HOLDCO WARRANTS IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, INCLUDING THE U.S. FEDERAL, STATE, LOCAL AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES THEREOF.

Tax Treatment of SPAC Merger Generally

The U.S. federal income tax consequences of the SPAC Merger will depend primarily upon whether the SPAC Merger qualifies as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code (an “F Reorganization”).

It is intended that the SPAC Merger qualify as an F Reorganization for U.S. federal income tax purposes. Paul Hastings LLP will deliver an opinion that, based on customary assumptions, representations and covenants, the SPAC Merger should qualify as an F Reorganization, which opinion will be filed by amendment as Exhibit 8.1 to the Registration Statement of which this proxy statement/prospectus forms a part. The obligations of Vine Hill to undertake the Business Combination are not conditioned on the receipt of an opinion regarding the qualification of the SPAC Merger as an F Reorganization. If any of the assumptions, representations or covenants on which the opinion is based is or becomes incorrect, incomplete, inaccurate or is otherwise not complied with, the validity of the opinion described above may be adversely affected. An opinion of counsel represents counsel’s legal judgment and is not binding on the IRS or any court. However, none of the parties to the SPAC Merger intend to request a ruling from the IRS regarding the U.S. federal income tax consequences of the SPAC Merger and as a result, no assurance can be given that the IRS will not challenge the treatment of the SPAC Merger discussed herein or that a court would not sustain such a challenge. If the IRS were to successfully challenge the F Reorganization status of the SPAC Merger, the U.S. federal income tax consequences of the SPAC Merger could differ from those described herein (including the recognition of income or gain). Accordingly, each U.S. Holder is urged to consult its tax advisor with respect to the particular tax consequence of the SPAC Merger to such holder.

Except to the extent otherwise discussed herein, the remainder of this discussion assumes the SPAC Merger qualifies as an F Reorganization.

U.S. Holders

Tax Consequences of the SPAC Merger to U.S. Holders

Assuming that the SPAC Merger qualifies as an F Reorganization (or other tax-deferred transaction), the tax consequences of the SPAC Merger to U.S. Holders of Vine Hill Public Shares and Vine Hill Public Warrants might vary depending on whether Vine Hill is treated as a PFIC for U.S. federal income tax purposes (discussed in detail below).

If Vine Hill is not treated as a PFIC, a U.S. Holder that exchanges its Vine Hill Public Shares and Vine Hill Public Warrants in the SPAC Merger for Holdco Ordinary Shares and Holdco Warrants should not recognize any gain or loss on such exchange. The aggregate adjusted tax basis of the Holdco Ordinary Shares received in the SPAC Merger by a U.S. Holder should be equal to the adjusted tax basis of the Vine Hill Public Shares surrendered in exchange therefor. The aggregate adjusted tax basis of the Holdco Warrants received in the SPAC Merger by a U.S. Holder should be equal to the adjusted tax basis of the Public Warrants surrendered in exchange therefor. The holding period of the Holdco Ordinary Shares and Holdco Warrants should include the period during which the Vine Hill Public Shares and Vine Hill Public Warrants, as applicable, surrendered in the SPAC Merger in exchange therefor were held by a U.S. Holder, although the running of the holding period for the Vine Hill Public Shares may be suspended as a result of the redemption rights with respect thereto (as described above in this proxy statement/prospectus).

148

Table of Contents

If Vine Hill is treated as a PFIC, the tax consequences of the SPAC Merger to U.S. Holders should generally be similar to those described above (i.e., no recognition of any gain or loss). Under proposed Treasury Regulations, if the SPAC Merger otherwise qualifies as an F Reorganization, the treatment of Vine Hill as a PFIC would not adversely impact the tax consequences of the SPAC Merger to U.S. Holders. The proposed Treasury Regulations, if finalized in their current form, would be effective as of April 1, 1992. Thus, it is expected that consequences similar to those described above should apply if Vine Hill is a PFIC, in the absence of any final Treasury Regulations to the contrary. It is difficult to predict, however, if the proposed Treasury Regulations will be adopted, whether such proposed Treasury Regulations will be adopted in their current form, and whether any such Treasury Regulations, as finally adopted, would be effective retroactive to the date of the SPAC Merger.

If the SPAC Merger does not qualify as an F Reorganization, it is not clear how the transactions would be characterized for U.S. federal income tax purposes and what the resulting tax consequences would be. In such case, the tax consequences of the SPAC Merger to U.S. Holders may depend, among other things, on whether the SPAC Merger would otherwise qualify for tax-free treatment under Section 368 or Section 351 of the Code and whether Holdco and/or Vine Hill are treated as PFICs, and U.S. Holders might be required to recognize any gain realized on Vine Hill Public Shares and Vine Hill Public Warrants, although possibly not any loss realized. If Vine Hill is treated as a PFIC, the nature and character of any gain required to be recognized would be similar to those described below under “Passive Foreign Investment Company Rules”.

The tax matters described above are very complicated and U.S. Holders are urged to consult their tax advisors regarding the potential tax consequences to them if the SPAC Merger does not qualify as an F Reorganization (or other tax-deferred transaction).

Tax Consequences to U.S. Holders of the Redemption of Vine Hill Public Shares

Subject to the PFIC rules described below, in the event that a U.S. Holder of Vine Hill Public Shares exercises such holder’s right to have such holder’s Vine Hill Public Shares redeemed pursuant to the redemption provisions described herein, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale of such Vine Hill Public Shares pursuant to Section 302 of the Code or whether the U.S. Holder will be treated as receiving a corporate distribution within the meaning of Section 301 of the Code. Whether that redemption qualifies for sale treatment will depend largely on the total number of Vine Hill Public Shares treated as held by the U.S. Holder immediately after the redemption (including any Vine Hill Public Shares constructively owned by the U.S. Holder as a result of, among other things, owning warrants) relative to all Vine Hill Public Shares treated as held or as so constructively owned by such U.S. Holder immediately before the redemption. The redemption of Vine Hill Public Shares generally will be treated as a sale of the shares (rather than as a corporate distribution) if the redemption is “substantially disproportionate” with respect to the U.S. Holder, results in a “complete termination” of the U.S. Holder’s interest in Vine Hill or is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests are explained more fully below.

In determining whether any of the foregoing tests are satisfied, a U.S. Holder takes into account not only Vine Hill Public Shares actually owned by the U.S. Holder, but also Vine Hill Public Shares that are constructively owned by such U.S. Holder. A U.S. Holder may constructively own, in addition to stock owned directly, stock owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any stock the U.S. Holder has a right to acquire by exercise of an option, which generally would include Vine Hill Public Shares that could be acquired pursuant to the exercise of the Vine Hill Public Warrants. In order to meet the substantially disproportionate test, the percentage of Vine Hill’s outstanding voting stock actually and constructively owned by the U.S. Holder immediately following the redemption of Vine Hill Public Shares must, among other requirements, be less than 80% of the percentage of Vine Hill’s outstanding voting stock actually and constructively owned by the U.S. Holder immediately before the redemption. There will be a complete termination of a U.S. Holder’s interest if either all the Vine Hill Public Shares actually and constructively owned by the U.S. Holder are redeemed or all the Vine Hill Public Shares actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members, the U.S. Holder does not constructively own any other stock, and certain other requirements are met. The redemption of the Vine Hill Public Shares will not be essentially equivalent to a dividend if a U.S. Holder’s redemption results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in Vine Hill. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in Vine Hill will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” A U.S. Holder should consult with its own tax advisors as to the tax consequences of redemption.

149

Table of Contents

Subject to the discussion of the PFIC rules below, if the redemption qualifies as a sale of stock by the U.S. Holder under Section 302 of the Code, the U.S. Holder generally will be required to recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the Vine Hill Public Shares redeemed. Such gain or loss should be treated as capital gain or loss if such shares were held for more than a year as a capital asset on the date of the redemption. A U.S. Holder’s tax basis in such holder’s shares of Vine Hill Public Shares generally will equal the cost of such shares. Please see the discussion of the PFIC rules below for exceptions to these rules.

If the redemption does not qualify as a sale of stock under Section 302 of the Code, then the U.S. Holder will be treated as receiving a corporate distribution. Such distribution generally will constitute a dividend for U.S. federal income tax purposes to the extent paid from current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Holdco (which, as discussed below, should be a continuation of Vine Hill for U.S. federal income tax purposes) does not expect that it will maintain calculations of earnings and profits under U.S. federal income tax principles for purposes of determining whether a distribution is a dividend for U.S. federal income tax purposes. Thus, it is expected that the full amount of any such distributions may have to be reported as dividends for U.S. federal income tax purposes. Amounts treated as dividends that Vine Hill pays to a U.S. Holder that is a taxable corporation generally will be taxed at regular rates and generally (subject to certain exceptions) will not qualify for the dividends received deduction generally allowed to domestic corporations in respect of dividends received from other domestic corporations. With respect to non-corporate U.S. Holders, under tax laws currently in effect and subject to certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations), dividends generally will be taxed at the lower applicable long-term capital gains rate only if the Vine Hill Public Shares are readily tradable on an established securities market in the United States, Vine Hill is not treated as a PFIC at the time the dividend was paid or in the preceding year and provided certain holding period requirements are met. Because Vine Hill believes that it likely was a PFIC for its taxable year preceding the taxable year of the Business Combination (as discussed below), dividends that Vine Hill pays to a non-corporate U.S. Holder may not constitute “qualified dividends” that would be taxable at a reduced rate.

Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in such U.S. Holder’s Vine Hill Public Shares. Any remaining excess will be treated as gain realized on the sale or other disposition of such Vine Hill Public Shares. After the application of the foregoing rules, any remaining tax basis of the U.S. Holder in the redeemed Vine Hill Public Shares will be added to the U.S. Holder’s adjusted tax basis in its remaining shares or, if it has none, to the U.S. Holder’s adjusted tax basis in its Vine Hill Public Warrants or possibly in other shares constructively owned by such U.S. Holder. Please see the discussion of the PFIC rules below for exceptions to these rules.

ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX CONSEQUENCES TO THEM OF AN EXERCISE OF REDEMPTION RIGHTS.

Passive Foreign Investment Company Rules

Adverse U.S. federal income tax rules apply to U.S. Holders that hold shares in a foreign (i.e., non-U.S.) corporation classified as a “passive foreign investment company” (“PFIC”) for U.S. federal income tax purposes. In general, we will be treated as a PFIC with respect to a U.S. Holder in any taxable year in which, after applying certain look-through rules, either:

(i) at least 75% of our gross income for such taxable year, including our pro rata share of the gross income of any corporation in which we are considered to own at least 25% of the shares by value, consists of passive income (which generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets); or

(ii) at least 50% of our assets in a taxable year (ordinarily determined based on fair market value and averaged quarterly over the year), including our pro rata share of the assets of any corporation in which we are considered to own at least 25% of the shares by value, produce or are held for the production of passive income.

150

Table of Contents

In certain circumstances, a foreign corporation may qualify for a “start-up exception,” pursuant to which it would not be treated as a PFIC for the first taxable year it has gross income (the “start-up year”), if (1) no predecessor of the corporation was a PFIC, (2) the corporation satisfies the IRS that it will not be a PFIC for either of the first two taxable years following the start-up year and (3) the corporation is not in fact a PFIC for either of those years. If the start-up exception were to apply to us, we would not be a PFIC during our start-up year. However, the start-up exception may not be applicable to us.

Assuming the SPAC Merger qualifies as an F Reorganization, Holdco will be treated as Vine Hill’s successor for U.S. federal income tax purposes and Vine Hill’s current taxable year will not close and will continue under Holdco. Thus, for purposes of the PFIC rules, Holdco Ordinary Shares generally will be treated as the Vine Hill Public Shares exchanged in the SPAC Merger, and Holdco Warrants generally will be treated as the Vine Hill Public Warrants exchanged in the SPAC Merger. Following the Business Combination, the annual PFIC income and asset tests in respect of Holdco will be applied based on the assets and activities of the combined business. To determine whether the PFIC asset test has been met, a calendar-year corporation generally divides the average of the values of passive assets at the end of each quarter by the average value of all assets at the end of each quarter. Because Vine Hill is a blank-check company with no current active business, based upon the composition of Vine Hills’s income and assets for its first taxable year (ending December 31, 2024) and because (as discussed below) CoinShares may be a PFIC, Vine Hill believes that it may be a PFIC for the taxable years ending December 31, 2024 and December 31, 2025 and that Holdco may be a PFIC for the taxable year ending December 31, 2026. However, because PFIC status is based on income, assets and activities for the entire taxable year, it is not possible to determine the PFIC status of Vine Hill or Holdco for any taxable year until after the close of the taxable year. In addition, because PFIC status is an inherently factual issue, none of Vine Hill, CoinShares, or Holdco’s U.S. counsel expresses an opinion with respect to Vine Hill and Holdco’s PFIC status for any taxable year.

If Vine Hill is determined to be a PFIC, any income or gain recognized by a U.S. Holder electing to have its Vine Hill Public Shares redeemed would generally be subject to a special tax and interest charge if such U.S. Holder did not make either a timely qualified electing fund (“QEF”) election or a mark-to-market election for Vine Hill’s first taxable year as a PFIC in which such U.S. Holder held (or was deemed to hold) such shares, or a QEF election along with an applicable purging election. These rules are described more fully below.

The rules dealing with PFICs discussed above and below are very complex and are affected by various factors in addition to those described above. Accordingly, U.S. Holders are strongly urged to consult their tax advisors concerning the application of the PFIC rules to their particular circumstances, including as a result of QEF and mark-to-market elections that such U.S. Holders may have made (or may wish to make for the taxable year including the Business Combination).

Although our PFIC status is determined in each taxable year, an initial determination that we are a PFIC will generally apply for subsequent years to a U.S. Holder who held (or is deemed to have held) Vine Hill Public Shares or Vine Hill Public Warrants while we were a PFIC, whether or not we are treated as a PFIC in those subsequent years. If we are treated as a PFIC for any taxable year in which a U.S. Holder holds the Vine Hill Public Shares or Vine Hill Public Warrants (regardless of whether we remain a PFIC for subsequent taxable years) and, in the case of the Vine Hill Public Shares, the U.S. Holder did not make either a timely QEF election or a mark-to-market election (in either case, as described below), such U.S. Holder generally will be subject to special rules with respect to (i) any gain realized on the sale or other disposition of its Vine Hill Public Shares or Vine Hill Public Warrants and (ii) any “excess distribution” (generally, the portion of any distributions received by such U.S. Holder during a taxable year in excess of 125% of the average annual distributions received by such U.S. Holder during the three preceding taxable years or, if shorter, such U.S. Holder’s holding period for the Vine Hill Public Shares). Under these rules:

• the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for the Vine Hill Public Shares or Vine Hill Public Warrants;

• the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder realized the gain or received the excess distribution or to the portion of the U.S. Holder’s holding period prior to the first day of our first taxable year in which we are a PFIC, will be taxed as ordinary income; and

• the amount allocated to each of the other taxable years (or portions thereof) of the U.S. Holder will be subject to tax at the highest tax rate in effect for the U.S. Holder in that year (and would not be eligible for the lower long-term capital gains rate) and an interest charge for the deemed deferral benefit will be imposed with respect to the resulting tax attributable to each such other taxable year (or portion thereof).

151

Table of Contents

In general, if we are treated as a PFIC, a U.S. Holder may be able to avoid the PFIC tax consequences described above in respect of the Vine Hill Public Shares (but not the Vine Hill Public Warrants) by making a timely and valid QEF election (if eligible to do so) in the first taxable year in which the U.S. Holder held (or was deemed to hold) Vine Hill Public Shares in which we are classified as a PFIC. If a U.S. Holder makes a timely QEF election with respect to the Vine Hill Public Shares, each year such U.S. Holder will be required to include in its income its pro rata share of our net capital gains (as long-term capital gain) and our ordinary earnings (as ordinary income), if any, for our taxable year that ends with or within the taxable year of the U.S. Holder, regardless of whether or not we make distributions to such U.S. Holder (although a U.S. Holder generally may make a separate election to defer the payment of taxes on undistributed income inclusions under the QEF rules, but if deferred, any such taxes will be subject to an interest charge). Such U.S. Holder’s adjusted tax basis in the Vine Hill Public Shares will be increased to reflect taxed but undistributed earnings and profits. Distributions of earnings and profits that had been previously taxed will result in a corresponding reduction in the adjusted tax basis in the Vine Hill Public Shares and will not be taxed again once distributed. A U.S. Holder that has made a timely QEF election or a mark-to-market election with respect to the Vine Hill Public Shares will generally recognize capital gain or loss on the sale or other disposition of the Vine Hill Public Shares and no additional tax or interest charge will be imposed under the PFIC rules.

It is not entirely clear how various aspects of the PFIC rules apply to Vine Hill Public Warrants and U.S. Holders are strongly urged to consult with and rely solely upon their tax advisors regarding the application of such rules to their Vine Hill Public Warrants in their particular circumstances. A U.S. Holder may not make a QEF election with respect to its Vine Hill Public Warrants to acquire the Vine Hill Public Shares. As a result, if a U.S. Holder sells or otherwise disposes of such Vine Hill Public Warrants (other than upon the exercise of such Vine Hill Public Warrants) and we were treated as a PFIC at any time during the U.S. Holder’s holding period of such Vine Hill Public Warrants, any gain recognized generally will be treated in the same manner as an excess distribution, taxed as described above. If a U.S. Holder that exercises such Vine Hill Public Warrants properly makes a QEF election with respect to the newly acquired Vine Hill Public Shares (or has previously made a QEF election with respect to the Vine Hill Public Shares), the QEF election will apply to the newly acquired Vine Hill Public Shares. Notwithstanding any such QEF election, the adverse tax consequences relating to PFIC shares, adjusted to take into account the current income inclusions resulting from the QEF election, generally will continue to apply with respect to such newly acquired Vine Hill Public Shares (which generally will be deemed to have a holding period — for purposes of the PFIC rules — that includes the period the U.S. Holder held the public warrants), unless the U.S. Holder makes a purging election under the PFIC rules. Under one type of purging election, the U.S. Holder will be deemed to have sold such shares at their fair market value and any gain recognized on such deemed sale will be treated in the same manner as an excess distribution, taxed as described above. As a result of this purging election, the U.S. Holder will have additional basis (to the extent of any gain recognized on the deemed sale) and, solely for purposes of the PFIC rules, a new holding period in the Vine Hill Public Shares acquired upon the exercise of the Vine Hill Public Warrants. The application of the rules related to purging elections described above to a U.S. Holder of a Vine Hill Public Warrant that already owns Vine Hill Public Shares is not entirely clear. U.S. Holders are strongly urged to consult with and rely solely upon their own tax advisors regarding the application of the rules governing purging elections to their particular circumstances.

The QEF election is made on a shareholder-by-shareholder basis and, once made, will apply to all subsequent taxable years of the U.S. Holder during which it holds Vine Hill Public Shares, unless we cease to be a PFIC or unless revoked by the U.S. Holder with the consent of the IRS. A U.S. Holder generally makes a QEF election by attaching a completed IRS Form 8621, including the information provided in a PFIC annual information statement (discussed below), to a timely filed U.S. federal income tax return for the tax year to which the election relates. Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. U.S. Holders should consult with and rely solely upon their tax advisors regarding the availability and tax consequences of a retroactive QEF election in their particular circumstances.

In order to comply with the requirements of a QEF election, a U.S. Holder must receive a PFIC annual information statement from us. If we determine we are a PFIC for any taxable year, upon written request by a U.S. Holder, we may endeavor to provide to such U.S. Holder such information as the IRS may require, including a PFIC annual information statement, in order to enable such U.S. Holder to make and maintain a QEF election, but there is no assurance that we will do so or that we will provide such required information timely. There is also no assurance that we will have timely knowledge of our status as a PFIC in the future or of the required information to be provided.

152

Table of Contents

A U.S. Holder that does not make a timely QEF election in the first taxable year (or portion thereof) in which we are a PFIC that is included in the holding period of such U.S. Holder may be able to mitigate the adverse PFIC tax consequences by making a QEF election in a subsequent taxable year and simultaneously making a purging election under the PFIC rules. As noted above, under one type of purging election, the U.S. Holder will be deemed to have sold its Vine Hill Public Shares at their fair market value and any gain recognized on such deemed sale will be treated in the same manner as an excess distribution, taxed as described above. As a result of this purging election, the U.S. Holder will have additional basis (to the extent of any gain recognized on the deemed sale). U.S. Holders are strongly urged to consult with and rely solely upon their tax advisors regarding the application of the rules governing purging elections to their particular circumstances.

Alternatively, if we are treated as a PFIC and the Vine Hill Public Shares are treated as “marketable stock,” a U.S. Holder that holds the Vine Hill Public Shares at the close of a taxable year may make a mark-to-market election with respect to such Vine Hill Public Shares, provided the U.S. Holder completes and files IRS Form 8621 in accordance with the relevant instructions and related U.S. Treasury regulations. The mark-to-market election is available only for “marketable stock,” which generally includes stock that is regularly traded on a national securities exchange that is registered with the SEC, including Nasdaq or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. If made, a mark-to-market election would be effective for the taxable year for which the election was made and for all subsequent taxable years unless the Vine Hill Public Shares ceased to qualify as “marketable stock” for purposes of the PFIC rules or the IRS consented to the revocation of the election. U.S. Holders should consult with and rely solely upon their own tax advisors regarding the availability and tax consequences of a mark-to-market election in respect of the Vine Hill Public Shares in their particular circumstances.

If the U.S. Holder makes a valid mark-to-market election for the first taxable year of the U.S. Holder in which the U.S. Holder holds (or is deemed to hold) the Vine Hill Public Shares and in which we are treated as a PFIC, such U.S. Holder generally will not be subject to the PFIC rules described above in respect of Vine Hill Public Shares. Instead, in general, such U.S. Holder will include as ordinary income in each taxable year the excess, if any, of the fair market value of its Vine Hill Public Shares at the end of the taxable year over its adjusted tax basis in its Vine Hill Public Shares. These amounts of ordinary income would not be eligible for the favorable tax rates applicable to qualified dividend income or long-term capital gains. Such U.S. Holder also will be permitted an ordinary loss in respect of the excess, if any, of its adjusted tax basis of its Vine Hill Public Shares over the fair market value of its Vine Hill Public Shares at the end of the taxable year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. Such U.S. Holder’s tax basis in its Vine Hill Public Shares will be adjusted to reflect any such income or loss amounts. Any gain recognized by such U.S. Holder on a sale or other disposition of its Vine Hill Public Shares will be treated as ordinary income and any loss recognized on the sale or other disposition of its Vine Hill Public Shares will be treated as ordinary loss to the extent that such loss does not exceed the net mark-to-market gains previously included by the U.S. Holder. Under current law, a mark-to-market election may not be made with respect to Vine Hill Public Warrants.

If we are a PFIC and, at any time, have a direct or indirect interest in another entity that is treated as a PFIC (a “subsidiary PFIC”), each U.S. Holder generally would be treated as owning its pro rata share by value of the stock of such subsidiary PFIC and generally could incur liability for the deferred tax and interest charge described in the general PFIC rules above if we receive a distribution from or dispose of all or part of our interest in, the subsidiary PFIC or the U.S. Holder is otherwise deemed to have disposed of an interest in the subsidiary PFIC. Upon written request by a U.S. Holder, we may but are not required to endeavor to cause any subsidiary PFIC to provide to such U.S. Holder the information that may be required to make or maintain a QEF election with respect to the subsidiary PFIC. There can be no assurance that we will have timely knowledge of the status of any such subsidiary PFIC. In addition, we may not hold a controlling interest in any such subsidiary PFIC and thus there can be no assurance we will be able to cause the subsidiary PFIC to provide such required information. A mark-to-market election generally would not be available with respect to a subsidiary PFIC. U.S. Holders are urged to consult with and rely solely upon their tax advisors regarding the tax issues raised by subsidiary PFICs.

A U.S. Holder that owns (or is deemed to own) shares in a PFIC during any taxable year of the U.S. Holder may have to file an IRS Form 8621 (whether or not a QEF or mark-to-market election is made) and such other information as may be required by the U.S. Department of the Treasury. Failure to do so, if required, may subject such U.S. Holder to substantial penalties and will extend the statute of limitations on the assessment and collection of all U.S. federal income taxes of such person for the related tax year until such required information is furnished to the IRS.

153

Table of Contents

The rules dealing with PFICs and with the QEF, purging and mark-to-market elections are very complex and are affected by various factors in addition to those described above. Accordingly, U.S. Holders of the Vine Hill Public Shares and Vine Hill Public Warrants are strongly urged to consult with and rely solely upon their own tax advisors regarding the application of the PFIC rules to them in their particular circumstances.

Tax Consequences of Ownership and Disposition of Holdco Ordinary Shares

Taxation of Distributions

Subject to the PFIC rules described above, distributions of cash or other property to U.S. Holders of Holdco Ordinary Shares (other than certain distributions of Holdco stock or rights to acquire Holdco stock) generally will constitute dividends for U.S. federal income tax purposes to the extent paid from Holdco’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Holdco (which, as discussed above, should be a continuation of Vine Hill for U.S. federal income tax purposes) does not expect that it will maintain calculations of earnings and profits under U.S. federal income tax principles for purposes of determining whether a distribution is a dividend for U.S. federal income tax purposes. Thus, it is expected that the full amount of any such distributions may have to be reported as dividends for U.S. federal income tax purposes. Distributions in excess of current and accumulated earnings and profits generally will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in its Holdco Ordinary Shares. Any remaining excess generally will be treated as gain realized on the sale or other taxable disposition of the Holdco Ordinary Shares, as described below under the section entitled “Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Holdco Ordinary Shares and Holdco Warrants.” All these rules are further subject to the potential application of the PFIC rules as described above.

Subject to the PFIC rules discussed above, any portion of a distribution that is treated as a dividend paid by Holdco will be taxable to a corporate U.S. Holder at regular rates and generally (subject to certain exceptions) will not be eligible for the dividends-received deduction generally allowed to domestic corporations in respect of dividends received from other domestic corporations.

If Holdco is not classified as a PFIC during the taxable year in which the dividend is paid or a preceding taxable year (and the PFIC rules do not otherwise apply to such a U.S. Holder), any portion of a distribution that is treated as a dividend paid to a non-corporate U.S. Holder generally will constitute a “qualified dividend” that will be subject to U.S. federal income tax at the lower applicable long-term capital gains rate but only if Holdco Ordinary Shares are readily tradable on an established securities market in the United States and certain holding period and other requirements are met. It is unclear whether the redemption rights with respect to the Vine Hill Public Shares described in this prospectus may be deemed to be a limitation of a shareholder’s risk of loss and suspend the running of the applicable holding period of such shares (and the Holdco Ordinary Shares exchanged therefor) for this purpose during the period in which the U.S. Holder has redemption rights with respect to the Vine Hill Public Shares (i.e., the period prior to the consummation of the Business Combination). If the applicable holding period requirements are not satisfied, a non-corporate U.S. Holder may be subject to tax on the dividend at regular ordinary income tax rates instead of the preferential income tax rate that applies to qualified dividend income. U.S. Holders should consult with and rely solely upon their own tax advisors regarding the availability of the lower preferential income tax rate for qualified dividend income for any dividends paid with respect to Holdco Ordinary Shares.

Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Holdco Ordinary Shares and Holdco Warrants

Subject to the PFIC rules described above, upon a sale, exchange or other taxable disposition of Holdco Ordinary Shares and Holdco Warrants, a U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference between the amount realized and the U.S. Holder’s adjusted tax basis in the applicable Holdco Ordinary Shares and Holdco Warrants. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the Holdco Ordinary Shares and Holdco Warrants so disposed of exceeds one year. Long-term capital gains recognized by non-corporate U.S. Holders may be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations. All these rules are further subject to the potential application of the PFIC rules as described above.

154

Table of Contents

Generally, the amount of gain or loss recognized by a U.S. Holder is an amount equal to the difference between (i) the sum of the amount of cash and the fair market value of any property received in such disposition and (ii) the U.S. Holder’s adjusted tax basis in its Holdco Ordinary Shares and Holdco Warrants so disposed of. See the section entitled “Tax Consequences of the SPAC Merger to U.S. Holders” for discussion of a U.S. Holder’s adjusted tax basis in its Holdco Ordinary Shares and Holdco Warrants following the SPAC Merger. See the section entitled “Exercise, Lapse or Redemption of Holdco Warrants” below for a discussion regarding a U.S. Holder’s tax basis and holding period in Holdco Ordinary Shares acquired pursuant to the exercise of a Holdco Warrant. See the section entitled “Material U.S. Federal Income Tax Considerations of the Scheme of Arrangement to Holders of CoinShares Shares” below for a discussion regarding a U.S. Holder’s tax basis and holding period in Holdco Ordinary Shares acquired pursuant to the exchange of CoinShares Shares for Holdco Ordinary Shares in the Scheme of Arrangement. All these rules are further subject to the potential application of the PFIC rules as described above.

Exercise, Lapse or Redemption of Holdco Warrants

Subject to the PFIC rules described above, a U.S. Holder generally will not recognize taxable gain or loss on the acquisition of Holdco Ordinary Shares upon exercise of Holdco Warrants for cash. The U.S. Holder’s tax basis in the shares of Holdco Ordinary Shares received upon exercise of the Holdco Warrants generally will be an amount equal to the sum of the U.S. Holder’s tax basis in the Holdco Warrants and the exercise price. It is unclear whether the U.S. Holder’s holding period for the Holdco Ordinary Shares received upon exercise of the Holdco Warrants will begin on the date following the date of exercise or on the date of exercise of the Holdco Warrants; in either case, the holding period will not include the period during which the U.S. Holder held the Holdco Warrants. If any Holdco Warrants are allowed to lapse unexercised, a U.S. Holder generally will recognize a capital loss equal to such holder’s tax basis in the lapsed Holdco Warrants.

The tax consequences of a cashless exercise of Holdco Warrants are not clear under current tax law. Subject to the PFIC rules discussed above, a cashless exercise could potentially be characterized as any of the following for U.S. federal income tax purposes: (i) not a realization event and thus tax-deferred, (ii) a realization event that qualifies as a tax-deferred “recapitalization,” or (iii) a taxable realization event. If a cashless exercise were characterized as either not a realization event or as a realization event that qualifies as a recapitalization, the U.S. Holder generally would not recognize any gain or loss on the exchange of Holdco Warrants for Holdco Ordinary Shares. A U.S. Holder’s basis in the Holdco Ordinary Shares received would generally equal the holder’s basis in the exchanged Holdco Warrants. If the cashless exercise were treated as not being a realization event, it is unclear whether a U.S. Holder’s holding period in the Holdco Ordinary Shares would be treated as commencing on the date following the date of exercise or on the date of exercise of the Holdco Warrants; in either case, the holding period would not include the period during which the U.S. Holder held the Holdco Warrants. If the cashless exercise were treated as a recapitalization, the holding period of the Holdco Ordinary Shares would include the holding period of the Holdco Warrants exercised therefor.

It is also possible that a cashless exercise could be treated in part as a taxable exchange in which gain or loss would be recognized. In such event, a U.S. Holder could be deemed to have surrendered a number of Holdco Warrants equal to the number of shares of Holdco Ordinary Shares having a value equal to the exercise price for the total number of Holdco Warrants to be exercised. The U.S. Holder would recognize capital gain or loss in an amount generally equal to the difference between the value of the portion of the Holdco Warrants deemed surrendered and its adjusted tax basis in such Holdco Warrants. In such case, subject to the PFIC rules discussed below, the U.S. Holder would recognize capital gain or loss with respect to the Holdco Warrants deemed surrendered in an amount equal to the difference between the fair market value of the Holdco Ordinary Shares that would have been received in a regular exercise of the Holdco Warrants deemed surrendered and the U.S. Holder’s tax basis in the Holdco Warrants deemed surrendered. It is unclear whether a U.S. Holder’s holding period for the Holdco Ordinary Shares would commence on the date following the date of exercise or on the date of exercise of the Holdco Warrants; in either case, the holding period would not include the period during which the U.S. Holder held the Holdco Warrants.

Due to the absence of authority on the U.S. federal income tax treatment of a cashless exercise, including when a U.S. Holder’s holding period would commence with respect to the Holdco Ordinary Shares received, there can be no assurance regarding which, if any, of the alternative tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, U.S. Holders should consult their own tax advisors regarding the tax consequences of a cashless exercise.

155

Table of Contents

If Holdco redeems Holdco Warrants for cash or if it purchases Holdco Warrants in an open market transaction, such redemption or purchase generally and subject to the PFIC rules will be treated as a taxable disposition to the U.S. Holder, taxed as described above under the section entitled “— Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Holdco Ordinary Shares and Holdco Warrants.”

All the above rules are subject to the PFIC rules described above.

Possible Constructive Distributions with Respect to Holdco Warrants

The terms of the Holdco Warrants provide for an adjustment to the number of our Holdco Ordinary Shares for which Holdco Warrants may be exercised or to the exercise price of the Holdco Warrants in certain events, as discussed in the section of this prospectus entitled “Description of Securities of Holdco — Warrants — Anti-Dilution Adjustments.” An adjustment that has the effect of preventing dilution generally is not taxable. U.S. Holders of Holdco Warrants would, however, be treated as receiving a constructive distribution from Holdco if, for example, the adjustment increases the U.S. Holder’s proportionate interest in Holdco’s assets or earnings and profits (e.g., through an increase in the number of Holdco Ordinary Shares that would be obtained upon exercise or through a decrease in the exercise price of the Holdco Warrant) as a result of a distribution of cash or other property to the holders of our ordinary shares. Any such constructive distribution would be treated in the same manner as if U.S. Holders of Holdco Warrants received a cash distribution from Holdco generally equal to the fair market value of the increased interest and would be taxed in a manner similar to distributions to holders of Holdco Ordinary Shares described herein. See “U.S. Holders — Tax Consequences of Ownership and Disposition of Holdco Ordinary Shares — Taxation of Distributions” above. For certain information reporting purposes, Vine Hill is required to determine the date and amount of any such constructive distributions. Proposed U.S. Treasury regulations, which we may rely on prior to the issuance of final regulations, specify how the date and amount of constructive distributions are determined.

Information Reporting and Backup Withholding

Information reporting requirements generally will apply to dividends paid to a U.S. Holder and to the proceeds from the sale or other disposition of Vine Hill Public Shares, Vine Hill Public Warrants, Holdco Ordinary Shares and Holdco Warrants unless the U.S. Holder is an exempt recipient and certifies to such exempt status. Backup withholding may apply to such payments if the U.S. Holder fails to provide a taxpayer identification number or a certification of exempt status or has been notified by the IRS that it is subject to backup withholding (and such notification has not been withdrawn). Backup withholding is not an additional tax. Rather, the U.S. federal income tax liability (if any) of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund generally may be obtained, provided that the required information is timely furnished to the IRS.

Certain U.S. Holders may be required to file an IRS Form 926 (Return by a U.S. Transferor of Property to a Foreign Corporation) to report a transfer of property (including cash). Substantial penalties may be imposed on a U.S. Holder that fails to comply with this reporting requirement and the period of limitations on assessment and collection of U.S. federal income taxes will be extended in the event of a failure to comply. Furthermore, certain U.S. Holders who are individuals and certain entities will be required to report information with respect to such U.S. Holder’s investment in “specified foreign financial assets” on IRS Form 8938 (Statement of Specified Foreign Financial Assets), subject to certain exceptions. Specified foreign financial assets generally include any financial account maintained with a non-U.S. financial institution and should also include Vine Hill Public Shares, Vine Hill Public Warrants, Holdco Ordinary Shares and Holdco Warrants unless held in an account maintained with a U.S. financial institution. Persons who are required to report specified foreign financial assets and fail to do so may be subject to substantial penalties and the period of limitations on assessment and collection of U.S. federal income taxes will be extended in the event of a failure to comply. Potential investors are urged to consult with and rely solely upon their own tax advisors regarding the foreign financial asset and other reporting obligations and their application to an investment in Vine Hill Public Shares, Vine Hill Public Warrants, Holdco Ordinary Shares and Holdco Warrants.

156

Table of Contents

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS OF THE SCHEME OF
ARRANGEMENT TO HOLDERS OF COINSHARES SHARES

The following discussion is a summary of the material U.S. federal income tax considerations for U.S. Holders (as defined below) who exchange CoinShares Shares for Holdco Ordinary Shares in the Scheme of Arrangement. This section applies only to Holders that hold their CoinShares Shares as “capital assets” for U.S. federal income tax purposes (generally, property held for investment). This discussion does not address the U.S. federal income tax consequences to any person receiving PIPE Shares pursuant to the PIPE Investment. This discussion is limited to U.S. federal income tax considerations and does not address any estate, gift or other U.S. federal non-income tax considerations or considerations arising under the tax laws of any U.S. state, or local or non-U.S. jurisdiction. This discussion does not describe all of the U.S. federal income tax consequences that may be relevant to any particular investor in light of their particular circumstances, including the alternative minimum tax, the Medicare tax on certain investment income and the different consequences that may apply to investors subject to special rules under U.S. federal income tax law, such as:

• banks, financial institutions or financial services entities;

• broker-dealers;

• taxpayers that are subject to the mark-to-market accounting rules with respect to the CoinShares Shares;

• tax-exempt entities;

• governments or agencies or instrumentalities thereof;

• insurance companies;

• pension funds;

• mutual funds;

• regulated investment companies or real estate investment trusts;

• partnerships (including entities or arrangements treated as partnerships for U.S. federal income tax purposes) or pass-through entities (including S Corporations), or persons that hold the CoinShares Shares through such partnerships or pass-through entities;

• U.S. expatriates or former long-term residents of the United States;

• persons that actually or constructively own five percent or more (by vote or value) of CoinShares’ equity;

• persons that acquired their CoinShares Shares pursuant to an exercise of employee share options, in connection with employee share incentive plans, or otherwise as compensation;

• persons that hold their CoinShares Shares as part of a straddle, constructive sale, hedge, wash sale, conversion or other integrated or similar transaction;

• accrual method taxpayers that file applicable financial statements as described in Section 451(b) of the Code;

• U.S. Holders (as defined below) whose functional currency is not the U.S. dollar; or

• “specified foreign corporations” (including “controlled foreign corporations”), “passive foreign investment companies” or corporations that accumulate earnings to avoid U.S. federal income tax.

If a partnership (or any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds CoinShares Shares, the tax treatment of such partnership and a person treated as a partner of such partnership will generally depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Partnerships holding any CoinShares Shares and persons that are treated as partners of such partnerships should consult their tax advisors as to the particular U.S. federal income tax consequences to them of the Scheme of Arrangement.

157

Table of Contents

This discussion is based on the Code, Treasury Regulations promulgated thereunder, and judicial and administrative interpretations thereof, all as of the date hereof. All of the foregoing is subject to change, which change could apply retroactively and could affect the tax considerations described herein. The parties to the Business Combination Agreement have not sought, and do not intend to seek, any rulings from the IRS as to any U.S. federal income tax considerations described herein. Accordingly, there can be no assurance that the IRS will not take positions inconsistent with the considerations discussed below or that any such positions would not be sustained by a court.

THIS DISCUSSION IS ONLY A SUMMARY OF THE MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS ASSOCIATED WITH THE SCHEME OF ARRANGEMENT TO HOLDERS OF COINSHARES SHARES AND COINSHARES. EACH HOLDER OF COINSHARES SHARES SHOULD CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF THE SCHEME OF ARRANGEMENT, INCLUDING THE APPLICABILITY AND EFFECTS OF U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAX LAWS.

As used herein, a “U.S. Holder” is a beneficial owner of a CoinShares Share, as applicable, who or that is for U.S. federal income tax purposes:

• an individual who is a citizen or resident of the United States;

• a corporation that is created or organized in or under the laws of the United States or any state thereof or the District of Columbia;

• an estate whose income is subject to U.S. federal income tax regardless of its source; or

• a trust if (1) a U.S. court can exercise primary supervision over the administration of such trust and one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treated as a “United States person” (within the meaning of Section 7701(a)(30) of the Code).

Subject to the qualifications and limitations set forth herein, CoinShares, Holdco and Vine Hill intend for the Scheme of Arrangement (taken together with the CTB Election) to be treated as a “reorganization” within the meaning of Section 368(a) of the Code. Each of CoinShares, Holdco and Vine Hill, pursuant to the Business Combination Agreement, have agreed to not knowingly take any action or fail to take any action that would reasonably be expected to prevent the Scheme of Arrangement from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code, and they have agreed to prepare and file all tax returns consistently with this position unless required by a “determination” within the meaning of Section 1313(a) of the Code. In connection with the filing of the registration statement of which this proxy statement/prospectus is a part, White & Case LLP has delivered an opinion as Exhibit 8.2 to the effect that, on the basis of facts, representations and assumptions (and subject to the qualifications, assumptions and limitations) set forth or referred to in such opinion, the Scheme of Arrangement (taken together with the CTB Election) should qualify as a “reorganization” within the meaning of Section 368(a) of the Code. The obligations of each of CoinShares, Holdco and Vine Hill to complete the Scheme of Arrangement, however, are not conditioned on the receipt of any such opinion. Such opinion of counsel is based on customary assumptions and certain representations, warranties, and covenants of or regarding Vine Hill, Holdco, CoinShares, and SPAC Merger Sub. If any of these assumptions, representations, warranties, or covenants is or becomes incorrect, incomplete, or inaccurate, or is violated, or if there is a change in U.S. federal income tax law after the date of such opinion of counsel, the validity of such opinion of counsel may be adversely affected and the U.S. federal income tax consequences of the Scheme of Arrangement could differ materially from those described below. In addition, such opinion of counsel is not free from doubt because there is no authority directly addressing the treatment of all of the particular facts of the Scheme of Arrangement for U.S. federal income tax purposes. An opinion of counsel represents counsel’s legal judgment but is not binding on the IRS or any court. None of Vine Hill, Holdco, or CoinShares intends to request a ruling from the IRS with respect to the tax treatment of the Scheme of Arrangement, and as a result, no assurance can be given that the IRS will not challenge the treatment of the Scheme of Arrangement described below or that a court would not sustain such a challenge.

Subject to the PFIC rules discussed below, assuming the Scheme of Arrangement (taken together with the CTB Election) qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, U.S. Holders of CoinShares Shares generally are not expected to recognize gain or loss on the exchange of CoinShares Shares for Holdco Ordinary Shares as a result of the Scheme of Arrangement. Each U.S. Holder’s tax basis in the Holdco Ordinary Shares received

158

Table of Contents

in the Scheme of Arrangement generally is expected to be the same as such U.S. Holder’s tax basis in the CoinShares Shares surrendered in the Scheme of Arrangement in exchange therefor. The holding period of the Holdco Ordinary Shares received in the Scheme of Arrangement by the U.S. Holder generally is expected to include the holding period of the CoinShares Shares surrendered in the Scheme of Arrangement in exchange therefor.

Subject to the PFIC rules discussed below, if the Scheme of Arrangement (taken together with the CTB Election) fails to qualify as a “reorganization” under Section 368(a) of the Code, a U.S. Holder of CoinShares Shares generally would be expected to recognize gain or loss in an amount equal to the difference between (i) the fair market value of the Holdco Ordinary Shares received in exchange for such surrendered CoinShares Shares upon completion of the Scheme of Arrangement and (ii) the holder’s basis in the CoinShares Shares surrendered. If a U.S. Holder acquired different blocks of CoinShares Shares at different times or at different prices, such U.S. Holder should consult its own tax advisor regarding the appropriate manner in which Holdco Ordinary Shares should be allocated among different blocks of CoinShares Shares. Such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if such CoinShares Shares have been held for more than one year at the time of the Scheme of Arrangement. Long-term capital gain of non-corporate U.S. Holders (including individuals) generally is taxed at reduced U.S. federal income tax rates. The deductibility of capital losses is subject to limitations. A U.S. Holder’s tax basis in the Holdco Ordinary Shares received in the Scheme of Arrangement generally would be equal to the fair market value thereof as of the effective time of the Scheme of Arrangement, and the U.S. Holder’s holding period in such Holdco Ordinary Shares generally would begin on the day following the Scheme of Arrangement.

The preceding discussion assumes that CoinShares is not treated as a PFIC with respect to a U.S. Holder. As discussed above, CoinShares generally would be treated as a PFIC with respect to a U.S. Holder if CoinShares was a PFIC at any point during such U.S. Holder’s holding period of its CoinShares Shares, subject to certain exceptions described above under “Material U.S. Federal Income Tax Considerations — Passive Foreign Investment Company Rules.” Given the composition of its income and assets, CoinShares may be treated as a PFIC for the taxable year ending December 31, 2025 and in prior or future taxable years, including the taxable year of the Scheme of Arrangement. However, because PFIC status is based on income, assets and activities for the entire taxable year, it is not possible to determine the PFIC status of CoinShares for any taxable year until after the close of the taxable year. In addition, because PFIC status is an inherently factual issue, none of CoinShares, Vine Hill, or Holdco’s U.S. counsel expresses an opinion with respect to CoinShares’ PFIC status for any taxable year.

If CoinShares is treated as a PFIC, with respect to a U.S. Holder and the Scheme of Arrangement does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, the nature and character of any gain required to be recognized by such U.S. Holder would be similar to those described above under “Material U.S. Federal Income Tax Considerations — Passive Foreign Investment Company Rules.”

If CoinShares is treated as a PFIC with respect to a U.S. Holder and the Scheme of Arrangement qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, the tax consequences of the Scheme of Arrangement to such U.S. Holder may depend on whether or not Holdco is treated as a PFIC for the taxable year that includes the day after the effective date of the Scheme of Arrangement. In the case of a “reorganization” under Section 368(a) of the Code, Section 1291(f) of the Code requires that, to the extent provided in Treasury Regulations, a U.S. person that disposes or is deemed to dispose of stock of a PFIC must recognize gain notwithstanding any other provision of the Code. No final Treasury Regulations are in effect under Section 1291(f) of the Code. Proposed Treasury Regulations under Section 1291(f) of the Code were promulgated in 1992, with a retroactive effective date of April 1, 1992 once they become finalized. If finalized in their present form, those regulations would generally require the following:

• If Holdco is not treated as a PFIC for the taxable year that includes the day after the effective date of the Scheme of Arrangement but CoinShares is treated as a PFIC with respect to a U.S. Holder, then such U.S. Holder generally would be required to recognize gain (but not loss) in a similar manner as set forth above under “Material U.S. Federal Income Tax Considerations — Passive Foreign Investment Company Rules.”

• If, however, Holdco is treated as a PFIC for the taxable year that includes the day after the effective date of the Scheme of Arrangement and CoinShares is treated as a PFIC with respect to a U.S. Holder, then the special rules described above requiring recognition of gain in what should otherwise be a non-recognition transaction should not apply to the exchange of CoinShares Shares for Holdco Ordinary Shares pursuant to the Scheme of Arrangement. To qualify for such exception, proposed Treasury Regulations generally require a U.S. Holder to report certain information to the IRS on Form 8621 together with such U.S. Holder’s U.S. federal income tax return for the taxable year of the Scheme of Arrangement.

159

Table of Contents

As discussed above under “Material U.S. Federal Income Tax Considerations — Passive Foreign Investment Company Rules,” Holdco may be a PFIC for the taxable year ending December 31, 2026. However, because PFIC status is based on income, assets and activities for the entire taxable year, it is not possible to determine the PFIC status of Holdco for any taxable year until after the close of the taxable year. In addition, because PFIC status is an inherently factual issue, none of CoinShares, Vine Hill, or Holdco’s U.S. counsel expresses an opinion with respect to Holdco’s PFIC status for any taxable year.

As noted above, proposed Treasury Regulations, if finalized in their current form, would be effective as of April 1, 1992. It is difficult to predict, however, if the proposed Treasury Regulations will be adopted, whether such proposed Treasury Regulations will be adopted in their current form, and whether any such Treasury Regulations, as finally adopted, would be effective retroactive to the date of the Scheme of Arrangement.

U.S. Holders are urged to consult their tax advisors regarding the tax consequences to them of the Scheme of Arrangement, including regarding QEF and mark-to-market elections that they may have made, or may make, with respect to their CoinShares Shares (including potentially a retroactive QEF election) and Holdco Ordinary Shares. These elections are described generally above under “Material U.S. Federal Income Tax Considerations – Passive Foreign Investment Company Rules.” U.S. Holders are also urged to consult their tax advisors regarding the application of the PFIC rules to any of CoinShares’ subsidiaries.

Reporting Requirements

Each U.S. Holder that receives shares of Holdco Ordinary Shares in the Scheme of Arrangement may be required to retain permanent records pertaining to the Scheme of Arrangement and make such records available to any authorized IRS officers and employees. Such records may include information regarding the number, basis, and fair market value of the CoinShares Shares exchanged and Holdco Ordinary Shares received in exchange therefor.

Additionally, U.S. Holders that are required to file U.S. federal income tax returns and who owned immediately before the Scheme of Arrangement at least one percent (by vote or value) of the total outstanding equity of CoinShares may be required to attach a statement to their U.S. federal income tax returns for the year in which the Scheme of Arrangement is consummated that contains the information listed in Treasury Regulation Section 1.368-3(b). Such statement must include the U.S. Holder’s tax basis in its CoinShares Shares surrendered in the Scheme of Arrangement, the fair market value of such CoinShares Shares, the date of the Scheme of Arrangement and the name and employer identification number of the parties to the reorganization. U.S. Holders should consult their tax advisors regarding the application of these rules to the Scheme of Arrangement.

A Holder may, under certain circumstances, be subject to information reporting and backup withholding (currently at a rate of 24%) on amounts received in the Scheme of Arrangement, unless such holder properly establishes an exemption or provides its correct tax identification number and otherwise complies with the applicable requirements of the backup withholding rules. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against a payee’s U.S. federal income tax liability, if any, so long as such payee furnishes the required information to the IRS in a timely manner.

ALL HOLDERS OF COINSHARES SHARES ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE TAX CONSEQUENCES TO THEM OF THE SCHEME OF ARRANGEMENT. THE DISCUSSION OF THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES CONTAINED HEREIN IS INTENDED TO PROVIDE ONLY A GENERAL DISCUSSION AND IS NOT A COMPLETE ANALYSIS OR DESCRIPTION OF ALL POTENTIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE SCHEME OF ARRANGEMENT. TAX CONSEQUENCES MAY VARY WITH, OR BE DEPENDENT ON, INDIVIDUAL CIRCUMSTANCES. TAX MATTERS ARE COMPLICATED AND THE TAX CONSEQUENCES OF THE SCHEME OF ARRANGEMENT WILL DEPEND ON THE FACTS OF EACH HOLDER’S OWN SITUATION.

160

Table of Contents

Certain Material Jersey TAX CONSIDERATIONS

The comments set out below do not constitute tax advice. Specifically, the comments do not deal with any Jersey tax considerations for Holdco shareholders who are resident in Jersey.

The following summary of the anticipated treatment of Holdco and Holdco shareholders (other than residents of Jersey) is based on Jersey taxation law and practice as they are understood to apply at the date of this document and is subject to changes in such taxation law and practice. For avoidance of doubt, it does not constitute legal or tax advice and does not address all aspects of Jersey tax law and practice (including such tax law and practice as they apply to any land or building situate in Jersey). Holdco shareholders should consult their professional advisers on the implications of selling or otherwise disposing of the Company Shares as well as the acquisition and issue of the Holdco Ordinary Shares under the laws of any jurisdiction in which they may be liable to taxation.

Taxation of Holdco

Holdco is regarded as resident for tax purposes in Jersey and on the basis that Holdco is not carrying on any activities that would attract a higher rate, including that it is neither a financial services company nor a utility company for the purposes of the Income Tax (Jersey) Law 1961, as amended, Holdco is subject to income tax in Jersey at a rate of zero per cent. Dividends on Holdco Ordinary Shares may be paid by Holdco without withholding or deduction for or on account of Jersey income tax and Holdco shareholders (other than residents of Jersey) will not be subject to any tax in Jersey in respect of the holding, sale or other disposition of such Holdco Ordinary Shares.

Stamp duty

On the basis that the Holdco Ordinary Shares do not confer a direct or indirect interest in, or confer any right to occupy, land in Jersey, no stamp duty or similar transaction tax is levied in Jersey on the issue or transfer of the Holdco Ordinary Shares except that stamp duty is payable on Jersey grants of probate and letters of administration, which will generally be required to transfer Holdco Ordinary Shares on the death of a holder of such Holdco Ordinary Shares. In the case of a grant of probate or letters of administration, stamp duty is levied according to the size of the estate (wherever situated in respect of a holder of Holdco Ordinary Shares domiciled in Jersey, or situated in Jersey in respect of a holder of Holdco Ordinary Shares domiciled outside Jersey) and is payable on a sliding scale at a rate of up to 0.75% of such estate and such duty is capped at £100,000.

Jersey does not otherwise levy taxes upon capital, inheritances, capital gains or gifts nor are there other estate duties.

161

Table of Contents

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.

The following unaudited pro forma condensed combined financial information presents the combination of the financial information of Vine Hill and CoinShares adjusted to give effect to the Business Combination and related transactions. Defined terms included below have the same meaning as terms defined and included elsewhere in this proxy statement/prospectus.

Vine Hill is a blank check company incorporated in Cayman Islands on May 24, 2024. Vine Hill was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

CoinShares is a digital asset manager founded in 2014. CoinShares is headquartered in Jersey, Channel Islands, with offices in Paris, London and New York. CoinShares is regulated in Jersey by the Jersey Commission, in France by the Autorité des marchés financiers and in the US by the SEC and Financial Industry Regulatory Authority. CoinShares is publicly listed on the Nasdaq Stockholm under the ticker “CS” and the OTCQX under the ticker “CNSRF”. CoinShares’ principal activity is providing exposure to the digital asset and blockchain technology ecosystem via a range of financial products and services supported by its technology stack and team.

The historical financial information of Vine Hill was derived from the unaudited financial statements of Vine Hill as of and for the six months ended June 30, 2025 and the audited financial statements for the period from May 24, 2024 (inception) through December 31, 2024, included elsewhere in this proxy statement/prospectus. The historical financial information of CoinShares was derived from the unaudited interim consolidated financial statements of CoinShares as of and for the six months ended June 30, 2025, and the audited consolidated financial statements for the year ended December 31, 2024, included elsewhere in this proxy statement/prospectus. This information should be read together with Vine Hill’s and CoinShares’ financial statements and related notes, the sections titled “Vine Hill’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “CoinShares’ Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this proxy statement/prospectus.

The unaudited pro forma condensed combined statement of financial position as of June 30, 2025, assumes that the Business Combination and related transactions occurred on June 30, 2025. The unaudited pro forma condensed combined statements of comprehensive income for the six months ended June 30, 2025, and for the year ended December 31, 2024 give pro forma effect to the Business Combination and related transactions as if they had occurred on January 1, 2024.

The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and is not necessarily indicative of the financial position and results of operations that would have been achieved had the Business Combination and related transactions occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial information may not be useful in predicting the future financial condition and results of operations of the post-combination company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of the unaudited pro forma condensed combined financial information and is subject to change as additional information becomes available and analyses are performed.

Description of the Business Combination

On September 8, 2025, Vine Hill, CoinShares, Holdco, and SPAC Merger Sub entered into the Business Combination Agreement pursuant to which, among other things and subject to the terms and conditions contained in the Business Combination Agreement, (i) one day prior to the closing date (as defined within the Business Combination Agreement), Vine Hill will be merged with and into SPAC Merger Sub, a wholly owned subsidiary of Holdco, with the SPAC Merger Sub surviving the merger and the shareholders of Vine Hill receiving, as of prior to the Business Combination, Holdco Ordinary Shares as Vine Hill Merger Consideration (the merger of Vine Hill and SPAC Merger Sub is referred to as the “SPAC Merger”), (ii) after the SPAC Merger, on the closing date, SPAC Merger Sub shall acquire CoinShares by way of a court sanctioned scheme of arrangement under Jersey law (including Jersey

162

Table of Contents

Companies Law) pursuant to which all the shares in CoinShares will be exchanged for voting shares in Holdco, with SPAC Merger Sub being the direct sole shareholder of CoinShares (the “Scheme of Arrangement” and, together with the SPAC Merger, the “Mergers”), and (iii) after the Mergers, the SPAC Merger Sub shall distribute any remaining cash in the Trust Account to Holdco and be liquidated.

One day prior to the effective time of the SPAC Merger, the Sponsor will (a) forfeit to Vine Hill for no consideration the 2,933,333 Sponsor Forfeited Shares, (b) elect to convert each remaining issued and outstanding Vine Hill Class B Share (other than the Sponsor Forfeited Shares) held by it into one Vine Hill Class A Share to complete the Sponsor Share Conversion and (c) forfeit to Vine Hill for no consideration each outstanding Vine Hill Private Warrant issued to the Sponsor, upon which forfeiture the Vine Hill Private Warrants will be cancelled.

Immediately prior to the effective time of the SPAC Merger, the Vine Hill Unit Separation will occur, pursuant to which each Vine Hill Unit consisting of one Vine Hill Public Share and one-half of one Vine Hill Public Warrant, will be separated and the holder of each such Vine Hill Unit will be deemed to hold one Vine Hill Class A Share and one-half of one Vine Hill Public Warrant, with any fractional Vine Hill Public Warrant rounded down to the nearest whole number of Vine Hill Public Warrants. Immediately after the Vine Hill Unit Separation, all Vine Hill Units will be automatically cancelled and cease to exist. The SPAC Merger will become effective at such time as the SPAC Plan of Merger is duly registered by the Cayman Registrar or at such later date or time as is agreed between CoinShares and Vine Hill and specified in the SPAC Plan of Merger pursuant to the Cayman Companies Act (the “SPAC Effective Time”).

At the SPAC Effective Time, (a) each Vine Hill Public Share that was initially sold in Vine Hill’s initial public offering and that a holder has elected to redeem pursuant to the exercise of the SPAC shareholder redemption rights, shall automatically be cancelled and thereafter represent the right to receive a pro rata share of the aggregate amount payable with respect to all redemptions of the Vine Hill Public Shares; (b) each Vine Hill Public Share issued and outstanding that is not redeemed shall be converted into one validly issued, fully paid and non-assessable Holdco Ordinary Share; (c) all Vine Hill Ordinary Shares that are owned by Vine Hill, or any wholly-owned subsidiary of Vine Hill shall be cancelled, and no other consideration shall be delivered or deliverable in exchange therefor; (d) each ordinary share of SPAC Merger Sub that is issued and outstanding shall be converted into one ordinary share of Holdco which shall constitute the only outstanding share capital of the Holdco; (e) Vine Hill Ordinary Shares that are issued and that are held by Vine Hill Shareholders who shall have demanded properly in writing dissenters’ rights for such Vine Hill ordinary Shares shall be automatically cancelled and cease to exist and shall thereafter represent only the right to be paid by Vine Hill the fair value of such Vine Hill Ordinary Shares and shall not be converted into the applicable SPAC Merger Consideration; and (f) each Vine Hill Public Warrant that is outstanding and unexercised shall be converted into and become a warrant to purchase one Holdco Ordinary Share, and Holdco shall assume each such Vine Hill Public Warrant in accordance with its terms.

At the SPAC Effective Time, each Vine Hill Public Warrant that is outstanding and unexercised immediately prior to the SPAC Effective Time shall be converted into and become a warrant to purchase one Holdco Ordinary Share, and Holdco shall assume each such Vine Hill Public Warrant in accordance with its terms. All rights with respect to Vine Hill Class A Shares underlying Vine Hill Public Warrants assumed by Holdco shall thereupon be converted into rights with respect to Holdco Ordinary Shares. Accordingly, (i) each Holdco Warrant may be exercised solely for Holdco Ordinary Shares, (ii) the number of Holdco Ordinary Shares subject to each Holdco Warrant shall be equal to the number of Vine Hill Class A Shares that were subject to such Vine Hill Public Warrant, as in effect immediately prior to the SPAC Effective Time, (iii) the per share exercise price for the Holdco Ordinary Shares issuable upon exercise of each Holdco Warrant shall be equal to the per share exercise price of Vine Hill Class A Shares subject to such Vine Hill Public Warrant as in effect immediately prior to the SPAC Effective Time, (iv) any restriction on the exercise of any Holdco Warrant shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Vine Hill Public Warrant shall otherwise remained unchanged.

At the effective time of the Scheme of Arrangement, (a) each CoinShares Share that is owned by CoinShares or any wholly-owned subsidiary of CoinShares shall be deemed to have been transferred to the SPAC Merger Sub and no consideration shall be delivered or deliverable in exchange; (b) each CoinShares Share (other than the PIPE Shares) issued and outstanding will be exchanged for the number of Holdco Ordinary Shares equal to the Equity Exchange Ratio; (c) each CoinShares Option that is issued and outstanding and that has vested (the “Vested CoinShares Options”) will automatically be cancelled and converted into a right to receive an amount in cash equal to the product of (i) the excess, if any, of (A) the equity value per share over (B) the exercise price per share of such Vested CoinShares Option,

163

Table of Contents

and (ii) the number of CoinShares Shares underlying such Vested CoinShares Option; (d) each CoinShares Option that is issued and outstanding and that has not vested (the “Unvested CoinShares Options”) will automatically be assumed by Holdco, and each such Unvested CoinShares Option shall be converted into an option to purchase Holdco Ordinary Shares (each, a “Converted Option”); and (e) each PIPE Share will be exchanged for one Holdco Ordinary Share. Each Converted Option shall be exercisable for that number of Holdco Ordinary Shares equal to the product (rounded down to the nearest whole number) of (A) the number of CoinShares Shares subject to the Unvested CoinShares Option multiplied by (B) the Equity Exchange Ratio. The per share exercise price of each Holdco Ordinary Share issuable upon exercise of the Converted Option shall be equal to the quotient obtained by dividing (A) the exercise price per CoinShares Share of such CoinShares Option by (B) the Equity Exchange Ratio (rounded up to the nearest cent). For more information on the conversion of securities in connection with the Business Combination see the subsection “The Business Combination — Conversion of Securities.”

PIPE Investment

On September 8, 2025, CoinShares and Holdco entered into the PIPE Subscription Agreement with the PIPE Investor, pursuant to which the PIPE Investor irrevocably agreed to subscribe for and purchase, at the Closing of the SPAC Merger, the PIPE Investment Shares for a total purchase price of $50.0 million. Additionally, in consideration of the PIPE Investor’s execution and delivery of the PIPE Subscription Agreement, CoinShares irrevocably agrees to issue to the PIPE Investor the Commitment Fee Shares. Therefore, as a result of the PIPE Subscription Agreement, the PIPE Investor will receive the PIPE Shares and the Commitment Fee Shares for a total of 6,666,667 Holdco Ordinary Shares. Per the terms of Vine Hill’s letter agreement with its placement agent, the placement agent is entitled to a contingent cash placement fee of 5% of proceeds raised in any financings related to the Business Combination (the “Placement Fee”). As a result, the net proceeds of $47.1 million, net of $2.9 million in cash transaction costs related to the Placement Fee and other related transaction costs, are allocated to the Holdco Ordinary Shares. Refer to adjustment B below for the impact on the unaudited pro forma condensed combined financial information.

Forfeiture of Founder Shares and Private Placement Warrants

Pursuant to the Sponsor Support Agreement dated September 8, 2025, the Sponsor agrees that, immediately prior to the closing of the Business Combination, the Sponsor shall irrevocably forfeit and surrender 2,933,333 Sponsor Forfeited Shares for no consideration as a contribution to the capital of Vine Hill. Additionally, pursuant to the Sponsor Agreement, the Sponsor agreed that one day prior to the SPAC Effective Time, each of the 5,500,000 Vine Hill Private Warrants held by the Sponsor will be automatically and surrendered to Vine Hill for no consideration and immediately cancelled by Vine Hill. Refer to adjustment H below for the impact of the forfeitures of the Founder Shares and Vine Hill Private Warrants on the unaudited pro forma condensed combined financial information.

Anticipated Accounting Treatment

CoinShares will be treated as the “acquirer” and Vine Hill will be treated as the “acquiree” for financial reporting purposes given that Holdco’s operations will comprise the operations of CoinShares’, CoinShares’ existing shareholders will be the largest shareholder group of Holdco, and CoinShares’ executive management will be the executive management of Holdco. Further, CoinShares’ existing shareholders will have the majority voting equity interests of the post-combination company, one of CoinShares’ existing shareholders will have the largest single minority voting interest in the post-combination company, CoinShares’ existing senior management team will comprise the senior management of the post-combination company, the post-combination company will assume CoinShares’ name, and from an employee base and business operation standpoint CoinShares is the larger entity in terms of relative size. Additionally, influence on the board of directors as of the closing of the Business Combination is split between CoinShares and Vine Hill because, while Vine Hill nominates three of the five directors, they are subject to the acceptance of CoinShares CEO and Chairman. Under this method of accounting, the net assets of CoinShares will be stated at historical cost, with no goodwill or other intangible assets recorded. Since Vine Hill is the deemed acquiree, the transaction is not within the scope of IFRS 3, Business Combinations (“IFRS 3”) as Vine Hill does not meet the definition of a business in accordance with IFRS 3. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of CoinShares issuing shares for the net assets of Vine Hill, accompanied by a recapitalization. Given the substance of the transaction, the transaction will be accounted for as a share-based payment transaction within the scope of IFRS 2, Share-based Payment (“IFRS 2”) as it relates to the stock exchange listing service received and under other relevant standards for cash acquired, assumption of warrants or other assets acquired and liabilities assumed.

164

Table of Contents

In accordance with IFRS 2, the differences in the fair value of the consideration (i.e., the ordinary shares issued by Holdco) for the acquisition of Vine Hill over the fair value of the identifiable net assets of Vine Hill will represent compensation for the service of a stock exchange listing for its shares and is expensed as incurred. Operations prior to the Closing will be deemed to be those of CoinShares. The consideration for the acquisition of Vine Hill was determined using the closing prices of Vine Hill Class A Shares. The Vine Hill Public Warrants are assumed to be part of the Business Combination and are assumed as a part of the identifiable net assets of Vine Hill. The replacement of warrants is then separately accounted for under International Accounting Standard 32, Financial Instruments: Presentation (“IAS 32”). As it is expected the fair value of Vine Hill Public Warrants will have similar fair value to those of Holdco Warrants as of the Closing, no material impact into profit or loss is expected.

Basis of Pro Forma Presentation

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption into cash of Vine Hill Public Shares:

• Assuming No Redemptions:    This scenario assumes that no Vine Hill Public Shareholders exercise redemption rights with respect to the Vine Hill Public Shares for a pro rata share of the funds in the Trust Account.

• Assuming Maximum Redemptions:    This scenario assumes that the NTA Proposal is approved and, therefore, does not give effect to the limitation under the Vine Hill Memorandum and Articles of Association that prohibits redemptions in an amount that would cause Vine Hill’s net tangible assets to be less than $5,000,001. Therefore, this scenario assumes that all 22,000,000 Vine Hill Public Shares subject to redemption are redeemed for an aggregate redemption payment of approximately $231.5 million (based on an estimated per share redemption price of approximately $10.52 as of September 30, 2025) from the Trust Account.

The following summarizes the pro forma outstanding shares under both the no redemption and maximum redemption scenarios:

		Assuming No Redemptions (Shares)		%			Assuming Maximum Redemptions (Shares)		%
CoinShares Shareholders(1)(2)		120,000,000		78.4	%		120,000,000		91.5	%
Vine Hill Public Shareholders(3)		22,000,000		14.3	%		—		—	%
Sponsor(4)(5)		4,400,001		2.9	%		4,400,001		3.4	%
PIPE Investor(6)		6,666,667		4.4	%		6,666,667		5.1	%
Pro forma Holdco Ordinary Shares		153,066,668		100.0	%		131,066,668		100.0	%

____________

(1) Excludes shares underlying 723,038 Unvested CoinShares Options.

(2) Calculated as the number of issued and outstanding CoinShares Shares as of October 31, 2025, of 65,537,173, excluding 1,141,037 shares held in treasury by CoinShares, and 723,038 shares underlying Unvested CoinShares Options multiplied by an Equity Exchange Ratio of approximately 1.8110.

(3) Excludes 11,000,000 Vine Hill Public Shares underlying the Vine Hill Public Warrants.

(4) Excludes 5,500,000 Vine Hill Public Shares underlying 5,500,000 Vine Hill Private Warrants, which are being forfeited one day prior to the close of the Business Combination.

(5) Excludes the 2,993,333 Sponsor Forfeited Shares which are bring forfeited immediately prior to the close of the Business Combination.

(6) Includes the subscription and purchase of 5,000,000 PIPE Investment Shares for a purchase price of $10.00 per share, plus 1,666,667 Commitment Fee Shares in consideration of the PIPE Subscription Agreement.

165

Table of Contents

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF FINANCIAL POSITION
AS OF JUNE 30, 2025
(in thousands, except share and per share amounts)

		CoinShares (IFRS Historical)			Vine Hill (US GAAP Historical)			IFRS Conversion and Presentation Alignment (Note 2)			Dividend Payable (Note 3)						PIPE Financing (Note 3)					Transaction Accounting Adjustments (No Redemption Scenario) (Note 3)						Pro Forma Combined (No Redemption Scenario)			Transaction Accounting Adjustments (Maximum Redemption Scenario) (Note 3)						Pro Forma Combined (Maximum Redemption Scenario)
ASSETS
Non-current assets:
Property, plant and equipment		$	2,896		$	—		$	—		$	—					$	—				$	—					$	2,896		$	—					$	2,896
Goodwill			2,820			—			—			—						—					—						2,820			—						2,820
Other intangible assets			12,082			—			—			—						—					—						12,082			—						12,082
Investments			25,598			—			—			—						—					—						25,598			—						25,598
Trade and other receivables			1,283			—			—			—						—					—						1,283			—						1,283
Other non-current assets			1,052			—			—			—						—					—						1,052			—						1,052
Investments held in Trust Account			—			229,052			—			—						—					2,410			C			—			—						—
																							(231,462	)		C
Total non-current assets			45,731			229,052			—			—						—					(229,052	)					45,731			—						45,731
Current assets:
Cash and cash equivalents			73,235			606			—			(12,294	)		A			47,147		B			231,462			C			284,592			(231,462	)		L			53,130
																							(37,744	)		D
																							(2,340	)		E
																							(15,480	)		F
Digital assets			4,449,319			—			—			—						—					—						4,449,319			—						4,449,319
Other current assets			208,337			229			—			—						—					—						208,566			—						208,566
Digital asset ETPs			1,399,913			—			—			—						—					—						1,399,913			—						1,399,913
Trade and other receivables			5,076			—			—			—						—					—						5,076			—						5,076
Total current assets			6,135,880			835			—			(12,294	)					47,147					175,898						6,347,466			(231,462	)					6,116,004
Total assets		$	6,181,611		$	229,887		$	—		$	(12,294	)				$	47,147				$	(53,154	)				$	6,393,197		$	(231,462	)				$	6,161,735

166

Table of Contents

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF FINANCIAL POSITION
AS OF JUNE 30, 2025 — (Continued)
(in thousands, except share and per share amounts)

		CoinShares (IFRS Historical)			Vine Hill (US GAAP Historical)			IFRS Conversion and Presentation Alignment (Note 2)			Dividend Payable (Note 3)						PIPE Financing (Note 3)					Transaction Accounting Adjustments (No Redemption Scenario) (Note 3)						Pro Forma Combined (No Redemption Scenario)			Transaction Accounting Adjustments (Maximum Redemption Scenario) (Note 3)					Pro Forma Combined (Maximum Redemption Scenario)
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
XBT Certificate Liabilities		$	3,467,370		$	—		$	—		$	—					$	—				$	—					$	3,467,370		$	—				$	3,467,370
CS Physical Certificate Liabilities			1,905,442			—			—			—						—					—						1,905,442			—					1,905,442
Amounts due to brokers			128,449			—			—			—						—					—						128,449			—					128,449
Trade and other payables			11,632			—			—			—						—					(792	)		D			10,840			—					10,840
Other current liabilities			238,660			121			—			(12,294	)		A			—					(9,238	)		F			217,249			—					217,249
Current lease liabilities			846			—			—			—						—					—						846			—					846
Current tax liabilities			251			—			—			—						—					—						251			—					251
Deferred compensation – related parties			—			649			—			—						—					(649	)		D			—			—					—
Total current liabilities			5,752,650			770			—			(12,294	)					—					(10,679	)					5,730,447			—					5,730,447
Non-current liabilities:
Non-current lease liabilities			2,027			—			—			—						—					—						2,027			—					2,027
Other non-current liabilities			476			—			—			—						—					—						476			—					476
Non-current loans			27,857			—			—			—						—					—						27,857			—					27,857
Deferred legal fees			—			702			—			—						—					(702	)		D			—			—					—
Deferred underwriting fee payable			—			7,700			—			—						—					(7,700	)		G			—			—					—
Vine Hill Class A shares subject to possible redemption			—			—			229,052			—						—					7,667			G			—			—					—
																							(236,719	)		H
Warrant liability			—			—			26,400			—						—					(8,800	)		H			17,600			—					17,600
Total non-current liabilities			30,360			8,402			255,452			—						—					(246,254	)					47,960			—					47,960
Total liabilities		$	5,783,010		$	9,172		$	255,452		$	(12,294	)				$	—				$	(256,933	)				$	5,778,407		$	—				$	5,778,407

167

Table of Contents

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF FINANCIAL POSITION
AS OF JUNE 30, 2025 — (Continued)
(in thousands, except share and per share amounts)

		CoinShares (IFRS Historical)		Vine Hill (US GAAP Historical)		IFRS Conversion and Presentation Alignment (Note 2)			Dividend Payable (Note 3)				PIPE Financing (Note 3)				Transaction Accounting Adjustments (No Redemption Scenario) (Note 3)					Pro Forma Combined (No Redemption Scenario)		Transaction Accounting Adjustments (Maximum Redemption Scenario) (Note 3)				Pro Forma Combined (Maximum Redemption Scenario)
Commitments and contingencies:
Class A ordinary shares subject to possible redemption; 22,000,000 shares outstanding at $10.41 per share at June 30, 2025		—		229,052		(229,052	)		—													—		—				—
Equity/(Deficit):
Share capital		44		—		—			—				4		B		(48	)		I		—		—				—
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at June 30, 2025		—		—		—			—				—				—					—		—				—
Class A ordinary shares, $0.0001 par value; 200,000,000 authorized shares; none issued or outstanding at June 30, 2025 (excluding 22,000,000 shares subject to possible redemption)		—		—		—			—				—				—					—		—				—
Class B ordinary shares, $0.0001 par value, 20,000,000 authorized shares; 7,333,334 shares issued and outstanding at June 30, 2025		—		1		—			—				—				(1	)		H		—		—				—

168

Table of Contents

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF FINANCIAL POSITION
AS OF JUNE 30, 2025 — (Continued)
(in thousands, except share and per share amounts)

		CoinShares (IFRS Historical)				Vine Hill (US GAAP Historical)				IFRS Conversion and Presentation Alignment (Note 2)				Dividend Payable (Note 3)						PIPE Financing (Note 3)					Transaction Accounting Adjustments (No Redemption Scenario) (Note 3)						Pro Forma Combined (No Redemption Scenario)				Transaction Accounting Adjustments (Maximum Redemption Scenario) (Note 3)						Pro Forma Combined (Maximum Redemption Scenario)
Holdco Ordinary Shares, no par value			—				—				—				—						—					236,720			H			236,768				(231,462	)		L			5,306
																										48			I							—						—
Share premium			41,458				—				(6,545	)			—						47,143		B			33			G			154,719				(4,158	)		K			150,561
																										8,800			H
																										(8,338	)		J
																										72,168			K
Other reserves			1,488,266				—				—				—						—					—						1,488,266				—						1,488,266
Accumulated deficit			(1,131,167	)			(8,338	)			(19,855	)			—						—					2,410			C			(1,264,963	)			4,158			K			(1,260,805	)
																										(35,601	)		D
																										(2,340	)		E
																										(6,242	)		F
																										8,338			J
																										(72,168	)		K
Total equity (deficit)			398,601				(8,337	)			(26,400	)			—						47,147					203,779						614,790				(231,462	)					383,328
Total liabilities and equity (deficit)		$	6,181,611			$	229,887			$	—			$	(12,294	)				$	47,147				$	(53,154	)				$	6,393,197			$	(231,462	)				$	6,161,735

169

Table of Contents

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2025
(in thousands, except share and per share amounts)

		CoinShares (IFRS Historical)				Vine Hill (US GAAP Historical)				IFRS Conversion and Presentation Alignment (Note 2)				Dividend Payable (Note 3)			PIPE Financing (Note 3)			Transaction Accounting Adjustments (No Redemption Scenario) (Note 3)						Pro Forma Combined (No Redemption Scenario)				Transaction Accounting Adjustments (Maximum Redemption Scenario) (Note 3)			Pro Forma Combined (Maximum Redemption Scenario)
Management fees		$	59,613			$	—			$	—			$	—		$	—		$	—					$	59,613			$	—		$	59,613
Other revenue			20,519				—				—				—			—			—						20,519				—			20,519
Cost of Sales			(8,787	)			—				—				—			—			—						(8,787	)			—			(8,787	)
Gross Profit			71,345				—				—				—			—			—						71,345				—			71,345
Administrative expenses			(16,700	)			(1,097	)			—				—			—			654			AA			(26,378	)			—			(26,378	)
																					(9,235	)		BB
Gain on certificate liabilities			137,403				—				—				—			—			—						137,403				—			137,403
Other operating gains through profit and loss			303,409				—				—				—			—			—						303,409				—			303,409
Operating profit/(loss)			495,457				(1,097	)			—				—			—			(8,581	)					485,779				—			485,779
Fair value loss on investments through profit and loss			49				—				—				—			—			—						49				—			49
Fair value change in warrants through profit and loss			—				—				(15,840	)			—			—			—						(15,840	)			—			(15,840	)
Finance costs			(3,054	)			—				—				—			—			—						(3,054	)			—			(3,054	)
Finance income			476				—				—				—			—			—						476				—			476
Interest income on Trust Account			—				4,758				—				—			—			(4,758	)		CC			—				—			—
Interest income on operating account			—				16				—				—			—			—						16				—			16
Profit before tax			492,928				3,677				(15,840	)			—			—			(13,339	)					467,426				—			467,426
Income taxes			(657	)			—				—				—			—			—						(657	)			—			(657	)
Profit after tax for the period			492,271				3,677				(15,840	)			—			—			(13,339	)					466,769				—			466,769

170

Table of Contents

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2025 — (Continued)
(in thousands, except share and per share amounts)

		CoinShares (IFRS Historical)				Vine Hill (US GAAP Historical)			IFRS Conversion and Presentation Alignment (Note 2)				Dividend Payable (Note 3)			PIPE Financing (Note 3)			Transaction Accounting Adjustments (No Redemption Scenario) (Note 3)						Pro Forma Combined (No Redemption Scenario)				Transaction Accounting Adjustments (Maximum Redemption Scenario) (Note 3)			Pro Forma Combined (Maximum Redemption Scenario)
Other comprehensive income
Fair value loss on digital assets through other comprehensive income			(435,107	)			—			—				—			—			—						(435,107	)			—			(435,107	)
Exchange differences on translation of foreign operations			1,544				—			—				—			—			—						1,544				—			1,544
Fair value gain on financial assets through other comprehensive income			370				—			—				—			—			—						370				—			370
Total other comprehensive loss			(433,193	)			—			—				—			—			—						(433,193	)			—			(433,193	)
Total comprehensive income		$	59,078			$	3,677		$	(15,840	)		$	—		$	—		$	(13,339	)				$	33,576			$	—		$	33,576
Net profit (loss) per share (Note 4):
Earnings per share (basic)		$	7.51
Earnings per share (diluted)		$	7.27
Net income per share, Class A shares subject to possible redemption – basis and diluted						$	0.13
Net income per share, Class B non-redeemable ordinary shares – basis and diluted						$	0.13
Weighted average shares outstanding – basic																										153,066,668							131,066,668
Weighted average shares outstanding – diluted																										153,789,706							131,789,706
Net profit per share – basic																									$	3.05						$	3.56
Net profit per share – diluted																									$	3.04						$	3.54

171

Table of Contents

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED DECEMBER 31, 2024
(in thousands, except share and per share amounts)

		For the Year Ended December 31, 2024				For the period from May 24, 2024 (inception) through December 31, 2024				IFRS Conversion and Presentation Alignment (Note 2)				Dividend Payable (Note 3)			PIPE Financing (Note 3)			Transaction Accounting Adjustments (No Redemption Scenario) (Note 3)						Pro Forma Combined (No Redemption Scenario)				Transaction Accounting Adjustments (Maximum Redemption Scenario) (Note 3)					Pro Forma Combined (Maximum Redemption Scenario)
		CoinShares (IFRS Historical)				Vine Hill (US GAAP Historical)
Management fees		$	111,691			$	—			$	—			$	—		$	—		$	—					$	111,691			$	—				$	111,691
Other revenue			43,599				—				—				—			—			—						43,599				—					43,599
Cost of Sales			(15,209	)			—				—				—			—			—						(15,209	)			—					(15,209	)
Gross Profit			140,081				—				—				—			—			—						140,081				—					140,081
Administrative expenses			(59,561	)			(1,065	)			—				—			—			(32,952	)		DD			(87,701	)			—					(87,701	)
																					(2,340	)		EE
																					418			AA
																					7,799			BB
IFRS 2 listing expense			—				—				—				—			—			(72,168	)		FF			(72,168	)			4,158		FF			(68,010	)
Reversal of valuation loss on digital assets			23,898				—				—				—			—			—						23,898				—					23,898
Loss on certificate liability			(2,950,574	)			—				—				—			—			—						(2,950,574	)			—					(2,950,574	)
Other operating gains through profit and loss			528,593				—				—				—			—			—						528,593				—					528,593
Operating loss			(2,317,563	)			(1,065	)			—				—			—			(99,243	)					(2,417,871	)			4,158					(2,413,713	)
Exceptional income			36,816				—				—				—			—			—						36,816				—					36,816
Fair value loss on investments through profit and loss			(495	)			—				—				—			—			—						(495	)			—					(495	)
Fair value change in warrants through profit and loss			—				—				(715	)			—			—			—						(715	)			—					(715	)
Loss on associates			(74	)			—				—				—			—			—						(74	)			—					(74	)
Finance income			8,495				—				—				—			—			—						8,495				—					8,495
Finance costs			(11,538	)			—				—				—			—			—						(11,538	)			—					(11,538	)
Income on investments held in trust account			—				3,194				—				—			—			(3,194	)		CC			—				—					—
Interest Income from operating account			—				16				—				—			—			—						16				—					16
Credit for over-allotment option liability expiration			—				136				—				—			—			—						136				—					136
(Loss)/profit before tax			(2,284,359	)			2,281				(715	)			—			—			(102,437	)					(2,385,230	)			4,158					(2,381,072	)

172

Table of Contents

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED DECEMBER 31, 2024 — (Continued)
(in thousands, except share and per share amounts)

		For the Year Ended December 31, 2024				For the period from May 24, 2024 (inception) through December 31, 2024			IFRS Conversion and Presentation Alignment (Note 2)				Dividend Payable (Note 3)			PIPE Financing (Note 3)			Transaction Accounting Adjustments (No Redemption Scenario) (Note 3)						Pro Forma Combined (No Redemption Scenario)				Transaction Accounting Adjustments (Maximum Redemption Scenario) (Note 3)					Pro Forma Combined (Maximum Redemption Scenario)
		CoinShares (IFRS Historical)				Vine Hill (US GAAP Historical)
Income taxes			(935	)			—			—				—			—			—						(935	)			—					(935	)
(Loss)/profit for the year			(2,285,294	)			2,281			(715	)			—			—			(102,437	)					(2,386,165	)			4,158					(2,382,007	)
Other comprehensive income
Fair value gain on digital assets through other comprehensive income			2,430,843				—			—				—			—			—						2,430,843				—					2,430,843
Exchange differences on translation of foreign operations			4,145				—			—				—			—			—						4,145				—					4,145
Fair value loss on financial assets through other comprehensive income			(450	)			—			—				—			—			—						(450	)			—					(450	)
Total other comprehensive income for the year			2,434,538				—			—				—			—			—						2,434,538				—					2,434,538
Total comprehensive income for the year		$	149,244			$	2,281		$	(715	)		$	—		$	—		$	(102,437	)				$	48,373			$	4,158				$	52,531
Net profit (loss) per share (Note 4):
Loss per share (basic)		$	(34.34	)
Loss per share (diluted)		$	(34.34	)
Net income per share, Class A shares subject to possible redemption – basis and diluted						$	0.12
Net income per share, Class B non-redeemable ordinary shares – basis and diluted						$	0.12
Weighted average shares outstanding – basic and diluted																										153,066,668									131,066,668
Net loss per share – basic and diluted																									$	(15.59	)							$	(18.17	)

173

Table of Contents

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1.  Basis of Presentation

The historical consolidated financial statements of CoinShares have been prepared in accordance with IFRS and in its presentation and reporting currency of United States Dollars ($). The historical financial statements of Vine Hill have been prepared in accordance with U.S. GAAP in its presentation and reporting currency of United States Dollars ($).

The Business Combination will be accounted for as a share-based payment transaction, with no goodwill or other intangible assets recorded. Under this method of accounting, Vine Hill will be treated as the “accounting acquiree” and CoinShares as the “accounting acquirer” for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of CoinShares issuing shares for the net assets of Vine Hill, followed by a recapitalization. The net assets of CoinShares will be stated at historical cost.

The unaudited pro forma condensed combined statement of financial position as of June 30, 2025, gives effect to the Business Combination and related transactions as if they occurred on June 30, 2025. The unaudited pro forma condensed combined statements of comprehensive income for the six months ended June 30, 2025, and for the year ended December 31, 2024, give effect to the Business Combination and related transactions as if they occurred on January 1, 2024.

The pro forma adjustments reflecting the consummation of the Business Combination and the related transaction are based on currently available information and certain assumptions and methodologies that management believes are reasonable under the circumstances. The pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible that the difference may be material. Management believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination and the related transactions based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information. Lastly, due to the nature of the adjusting entries and the fact that CoinShares is domiciled in Jersey, a territory with no income tax, there is no tax effect to any of the pro forma adjustments.

The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Business Combination. The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination and related transactions taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the post-combination company. They should be read in conjunction with the historical financial statements and notes thereto of Vine Hill and CoinShares.

Note 2.  IFRS Policy and Presentation Alignment

The historical financial information of Vine Hill has been adjusted to give effect to the differences between U.S. GAAP and IFRS for the purposes of the unaudited pro forma condensed combined financial statements. Based on a preliminary analysis, the adjustments required to convert Vine Hill’s financial statements from U.S. GAAP to IFRS for purposes of the unaudited pro forma condensed combined financial statements were 1) to reclassify the Vine Hill Class A Shares subject to redemption from commitments and contingencies to non-current liabilities under IFRS 2 and 2) to reclassify the Vine Hill Public Warrants and Vine Hill Private Warrants from share premium to non-current liabilities due to the presence of a cashless settlement feature and the mark-to-market adjustment. The fair value of Vine Hill Public Warrants and Vine Hill Private Warrants amounting to $26.4 million was estimated based on the market price of the Vine Hill Public Warrants of $1.60 (as of September 30, 2025). The value is preliminary and will change based on fluctuations in the price of the Vine Hill Public Warrants through the closing date. A one percent change in the market price per warrant would result in a change in a change in the fair value of the warrants of approximately $0.3 million. The liability is subject to re-measurement at each statement of financial position date until such time the warrants are exercised, expire or qualify for equity classification, and any change in fair value will be recognized in the statement of comprehensive income. The cumulative change in fair value from the date of issuance amounting to $19.9 million is included in accumulated deficit on the unaudited condensed consolidated pro forma

174

Table of Contents

statement of financial position. The change in fair value for the Vine Hill Public Warrants is presented in the unaudited pro forma condensed combined statements of comprehensive income for the six months ended June 30, 2025 and for the year ended December 31, 2024, as a $15.8 million loss and a $0.7 million loss, respectively. This activity represents the change in the fair value of the warrants from December 31, 2024, to June 30, 2025, and inception to December 31, 2024, respectively. There is no change in fair value impact for the Vine Hill Private Warrants on the unaudited pro forma condensed combined statements of comprehensive income as the Vine Hill Private Warrants are being forfeited one day prior to the SPAC Effective Time.

Further, as part of the preparation of the unaudited pro forma condensed combined financial statements, certain reclassifications were made to align Vine Hill’s historical financial statements in accordance with the presentation of CoinShares’ historical financial statements.

Note 3.  Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

Adjustments to Unaudited Pro Forma Condensed Combined Statement of Financial Position resulting from Subsequent Dividend Declaration

A. Represents CoinShares’ dividends paid subsequent to June 30, 2025, in the amount of $6.1 million, paid in October 2025 and the remaining $6.2 million expected to be paid in January 2026. CoinShares declared a dividend in the amount of $25.1 million in April 2025, of which dividends paid of $12.8 million have been reflected in the June 30, 2025, historical financial statements. The entire amount of the subsequent payment of $12.3 million that is reflected in other current liabilities as of June 30, 2025, is included in the Unaudited Pro Forma Condensed Combined Statement of Financial position under the assumption that the dividend was made in contemplation of the Business Combination.

Adjustments to Unaudited Pro Forma Condensed Combined Statement of Financial Position resulting from PIPE Financing Transaction

B. Represents the pro forma adjustment to record gross proceeds of $50.0 million from PIPE Investor in return for the issuance of a total of 6,666,667 CoinShares Shares (consisting of 5,000,000 PIPE Investment Shares and 1,666,667 Commitment Fee Shares). Gross proceeds of $50.0 million, net of $2.9 million in equity issuance costs, were allocated to the CoinShares Shares as follows: (1) $4 thousand was allocated to share capital based on the par value of CoinShares Shares of $0.00066825 per share and (2) the remaining $47.1 million of the net proceeds was allocated to share premium.

Adjustments to Unaudited Pro Forma Condensed Combined Statement of Financial Position

The adjustments included in the unaudited pro forma condensed combined statement of financial position as of June 30, 2025, are as follows:

C. Reflects the reclassification of $231.5 million held in the Trust Account to cash that becomes available at closing of the Business Combination, assuming no redemptions, which includes additional interest income of $2.4 million earned subsequent to June 30, 2025.

D.     Represents the amount of total estimated transaction costs of $37.7 million expected to be incurred in relation to the Business Combination related to advisory, legal, accounting, and placement agent fees. As of June 30, 2025, the estimated transaction costs include 1) $0.7 million of deferred legal fees that have been incurred and recorded within deferred legal fees within the unaudited condensed statement of financial position of Vine Hill, 2) $0.6 million of deferred compensation payments to Vine Hill’s Chief Executive Officer, Chief Financial Officer, and Executive Director for their services prior to the consummation of the Business Combination that have been incurred and recorded within deferred compensation — related parties within the unaudited condensed statement of financial position of Vine Hill, and 3) $0.8 million of accounting fees that have been incurred and recorded within trade and other payables within the unaudited condensed combined statement of financial position of CoinShares, all of which will be paid at the close

175

Table of Contents

of the Business Combination. The balance of transaction costs of $35.6 million are not reflected in the historical financial statements of Vine Hill or CoinShares. All transaction costs are expected to be expensed as a part of the Business Combination.

E. Reflects the estimated cash payment of $2.3 million related to transaction bonuses to be paid to non-US employees of CoinShares at the close of the Business Combination. Of this amount, $2.0 million is related to the transaction bonus itself and $0.3 million is related to the estimated payment of the CoinShares employer payroll taxes for the bonus recipients.

F. Reflects 1) the total cash payment of $15.5 million ($14.4 million paid to the holders of Vested CoinShares Options and $1.1 million related to the estimated payroll taxes) and 2) the derecognition of the share option liability and associated payroll taxes of $9.2 million related to vested CoinShares Options that, immediately prior to the Business Combination, will be cancelled and converted into a right to receive cash. Additionally, CoinShares replaced Unvested CoinShares Options with equivalent Converted Options, which remain outstanding as a liability in the pro forma condensed combined statement of financial position. This represents a modification of a share-based award. Under IFRS 2, the expense is determined as the excess of the fair value of the award immediately after the modification as compared to immediately before. Since the replacement awards have identical terms to the Unvested CoinShares Options and management does not expect any change in share price at the time of modification, no additional compensation cost has been reflected in the unaudited pro forma condensed combined statement of comprehensive income.

G. To reflect the waiver of the $7.7 million deferred underwriting fee that was originally due and payable on the Closing Date. Of this amount, $33 thousand was originally allocated to share premium and $7.7 million was originally allocated to Vine Hill Class A Shares subject to possible redemption based upon the allocation of Vine Hill’s initial offering costs.

H. Reflects the reclassification of $236.7 million of Vine Hill Class A Shares that are subject to possible redemption into Holdco Ordinary Shares (increased by the waived deferred underwriting fee of $7.7 million as noted in adjustment G above), the forfeiture of 2,933,333 Vine Hill Class B Shares by the Sponsor, and the ultimate reclassification of the remaining Vine Hill Class B Shares into Holdco Ordinary Shares in the amount of $1 thousand as a result of a series of transactions as part of the Business Combination.

Additionally, this adjustment reflects the forfeiture of the 5,500,000 Vine Hill Private Warrants by the Sponsor, which are recorded as liabilities under IFRS. The Vine Hill Private Warrants have an estimated fair value of $8.8 million, based on the market price of the Vine Hill Public Warrants as discussed in Note 2 above. As the Sponsor is a related party, the forfeiture of the Vine Hill Private Warrants is, in substance, a capital transaction and therefore the fair value of the forfeited Vine Hill Private Warrants is recorded within equity.

I. Represents the recapitalization of CoinShares outstanding equity (share capital of $48 thousand, $44 thousand of which is reflected in the historical financial statements of CoinShares and $4 thousand of which relates to the issuance of the PIPE Investment Shares and Commitment Fee Shares discussed in adjustment B above) and the issuance of Holdco Ordinary Shares to existing CoinShares Shareholders after giving effect to the Exchange Ratio at the close of the Business Combination.

J. Reflects the elimination of Vine Hill’s historical accumulated deficit.

K.     Represents the preliminary estimated expense recognized for the stock exchange listing service received, in accordance with IFRS 2, for the excess of the fair value of Holdco Ordinary Shares issued to Vine Hill shareholders as compared to the fair value of Vine Hill’s identifiable net assets at the date of the Business Combination, resulting in a $72.2 million and $68.0 million decrease to retained earnings under the no redemption and maximum redemption scenarios, respectively. The fair value of shares issued was estimated based on the market price of Vine Hill Class A Shares of $10.71 per share (as of September 30, 2025). The value is preliminary and will change based on fluctuations in the share price of the Vine Hill Class A Shares through the closing date. A one percent change in the market price per share would result in

176

Table of Contents

a change of $2.8 million and $0.5 million in the estimated expense under the no redemption and maximum redemption scenarios, respectively. The estimated IFRS 2 listing expense assuming the no redemption and maximum redemption scenarios, which is a non-cash and non-recurring expense, is further illustrated below:

		As of June 30, 2025
		(in thousands except share and per share amounts)
		No Redemption Scenario				Maximum Redemption Scenario
Fair value of equity instruments deemed to have been issued by Holdco
Vine Hill Class A Share Price		$	10.71			$	10.71
Total number of Vine Hill shares at Closing			26,400,001				4,400,001
Total fair value of equity instruments issued to Vine Hill shareholders		$	282,744			$	47,124
Fair value of identifiable net assets of Vine Hill
Investments held in Trust Account(1)		$	231,462			$	231,462
Cash			606				606
Prepaid expenses			229				229
Accrued liabilities			(121	)			(121	)
Deferred underwriting fee payable			(7,700	)			(7,700	)
Deferred legal fees			(702	)			(702	)
Deferred compensation – related parties			(649	)			(649	)
Warrant liability			(17,600	)			(17,600	)
Add: deferred underwriting fee payable waived by Stifel			7,700				7,700
Less: Transaction costs of Vine Hill			(2,649	)			(2,649	)
Less: Redemption of Class A Shares			—				(231,462	)
Fair value of identifiable net assets of Vine Hill at June 30, 2025		$	210,576			$	(20,886	)
IFRS 2 listing expense		$	72,168			$	68,010

____________

(1) Includes interest earned on the Trust Account subsequent to June 30, 2025.

L. Reflects the maximum redemption scenario in which 22,000,000 Vine Hill Public Shares are redeemed in connection with the Business Combination, for aggregate payments to redeeming Vine Hill Public Shareholders of $231.5 million (assuming a redemption price of $10.52 per share as of September 30, 2025). The maximum redemption scenario assumes that the NTA Proposal is approved and, therefore, does not give effect to the limitation under the Vine Hill Memorandum and Articles of Association that prohibits redemptions in an amount that would cause Vine Hill’s net tangible assets to be less than $5,000,001.

Adjustments to Unaudited Pro Forma Condensed Combined Statements of Comprehensive Income

The adjustments included in the unaudited pro forma condensed combined statement of comprehensive income for the six months ended June 30, 2025, and for the year ended December 31, 2024, are as follows:

AA.  Reflects the reversal of the expenses incurred by Vine Hill related to fees incurred under the Vine Hill Administrative Support Agreement as well as compensation to Vine Hill’s Chief Executive Officer and Chief Financial Officer for services prior to the Business Combination, as if the Business Combination occurred on January 1, 2024 for purposes of the unaudited pro forma condensed combined statement of comprehensive income.

177

Table of Contents

BB. Reflects (1) the recognition of a loss of $6.2 million for the settlement of the share option liability and associated payroll taxes related to the Vested CoinShares Options that, immediately prior to the Business Combination, will be cancelled and converted into a right to receive cash, and (2) the reversal a $9.2 million gain and a $14.0 million loss for the fair value adjustments of the Vested CoinShares Options previously recognized in the historical financial statements for the six months ended June 30, 2025 and for the year ended December 31, 2024, respectively.

CC. Reflects elimination of investment income on the Trust Account.

DD. The transaction adjustment of $33.0 million for the year ended December 31, 2024 reflects the total estimated transaction costs of $37.7 million related to advisory, legal, accounting, and underwriting fees as if incurred on January 1, 2024, the date the Business Combination occurred for purposes of the pro forma financial information, less $1.3 million and $0.8 million of transaction costs that are already recorded in the historical statements of comprehensive income of Vine Hill and CoinShares, respectively, and less $2.6 million in transaction costs of Vine Hill which are included as part of the calculation of the IFRS 2 listing expense in adjustment FF below. This is a non-recurring item.

EE. Reflects the estimated compensation expense for the $2.3 million transaction bonuses expected to be paid to non-US employees of CoinShares at the close of the Business Combination. Of this amount, $2.0 million is related to the transaction bonus itself and $0.3 million is related to the estimated payment of the CoinShares employer payroll taxes for the bonus recipients. This is a nonrecurring item.

FF. Represents $72.2 million and $68.0 million (an incremental decrease of $4.1 million under the maximum redemption scenario) of expense recognized under the no redemption and maximum redemption scenarios, respectively, in accordance with IFRS 2, for the difference between the fair value of Holdco Ordinary Shares issued and the fair value of Vine Hill’s identifiable net assets (refer to adjustment K above). This is a nonrecurring item.

Note 4.  Net Earnings (Loss) per Share

Net earnings (loss) per share was calculated using the historical weighted average shares outstanding and the issuance of additional shares in connection with the Business Combination, assuming the shares were outstanding since January 1, 2024. As the Business Combination and related transactions are being reflected as if they had occurred at the beginning of the year, the calculation of weighted average shares outstanding for basic and diluted net earnings (loss) per share assumes that the shares issuable in the Business Combination have been outstanding for the entirety of the year.

The computation of diluted net earnings (loss) per share includes the assumed exercise of options and warrants if the effect is dilutive. The assumed exercise of the options was dilutive for the six months ended June 30, 2025, and therefore was included in the diluted earnings per share calculation for that period. However, for the year ended December 31, 2024, the assumed exercise of the options was antidilutive and is therefore excluded from the diluted earnings per share calculation for this period. The assumed exercise of the Vine Hill Public Warrants is antidilutive for the six months ended June 30, 2025, and for the year ended December 31, 2024, and is therefore excluded from the diluted earnings per share calculation for these periods.

178

Table of Contents

The unaudited pro forma condensed combined financial information has been prepared to present two alternative scenarios with respect to redemption of Vine Hill Public Shares by Vine Hill Public Shareholders at the time of the Business Combination for the six months ended June 30, 2025 and for the year ended December 31, 2024:

		For the Six Months Ended June 30, 2025						For the Year Ended December 31, 2024
		(in thousands except share and per share amounts)						(in thousands except share and per share amounts)
		Assuming No Redemptions			Assuming Maximum Redemptions			Assuming No Redemptions				Assuming Maximum Redemptions
Numerator:
Pro forma earnings/(loss) after income tax expense(1)		$	466,769		$	466,769		$	(2,386,165	)		$	(2,382,007	)
Denominator:
Weighted average shares outstanding – basic			153,066,668			131,066,668			153,066,668				131,066,668
Weighted average shares outstanding – diluted			153,789,706			131,789,706			153,066,668				131,066,668
Pro forma net earnings/(loss) per share:
Basic		$	3.05		$	3.56		$	(15.59	)		$	(18.17	)
Diluted		$	3.04		$	3.54		$	(15.59	)		$	(18.17	)
Potentially dilutive securities
Vine Hill Public Warrants			11,000,000			11,000,000			11,000,000				11,000,000
CoinShares Options			—			—			723,038				723,038

____________

(1) Pro forma net earnings/(loss) per share includes the related pro forma adjustments as referred to within the section “Unaudited Pro Forma Condensed Combined Financial Information.”

179

Table of Contents

COMPARATIVE PER SHARE INFORMATION

You should read the information in the following table in conjunction with the selected historical financial information summary included elsewhere in this proxy statement/prospectus and the historical financial statements of Vine Hill and CoinShares and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited pro forma combined share information is derived from and should be read in conjunction with, the unaudited pro forma condensed combined financial information and related notes included elsewhere in this proxy statement/prospectus.

The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period.

180

Table of Contents

									Pro Forma Combined															CoinShares equivalent pro forma per share(3)
		Vine Hill (US GAAP Historical)(2)				CoinShares (IFRS Historical)			No Redemption Scenario			25% Scenario			50% Scenario			75% Scenario			Maximum Redemption Scenario			No Redemption Scenario			25% Scenario			50% Scenario			75% Scenario			Maximum Redemption Scenario
As of and for the six months ended June 30, 2025
Shareholders’ equity (deficit) per share(1)		$	(1.14	)		$	6.08		$	4.02		$	3.77		$	3.51		$	3.23		$	2.92		$	7.27		$	6.83		$	6.36		$	5.85		$	5.30
Profit per share after tax subject to possible redemption – basic		$	0.13			$	—		$	3.05		$	3.16		$	3.29		$	3.42		$	3.56		$	7.12		$	7.12		$	7.12		$	7.12		$	7.12
Profit per share after tax subject to possible redemption – diluted		$	0.13			$	—		$	3.04		$	3.15		$	3.27		$	3.40		$	3.54		$	6.90		$	6.90		$	6.90		$	6.90		$	6.90
Weighted average shares outstanding subject to possible redemption – basic			22,000,000				—			153,066,668			147,566,668			142,066,668			136,566,668			131,066,668			65,538,318			65,538,318			65,538,318			65,538,318			65,538,318
Weighted average shares outstanding subject to possible redemption – diluted			22,000,000				—			153,789,706			148,289,706			142,789,706			137,289,706			131,789,706			67,692,487			67,692,487			67,692,487			67,692,487			67,692,487
Profit per share after tax not subject to possible redemption – basic		$	0.13			$	—
Profit after tax per share not subject to possible redemption – diluted			0.13				—
Weighted average shares outstanding not subject to possible redemption – basic			7,333,334				—
Weighted average shares outstanding not subject to possible redemption – diluted			7,333,334				—
Profit after tax per share per CoinShares Shares – basic		$	—			$	7.51
Profit after tax per share per CoinShares Shares – diluted		$	—			$	7.27
Weighted average CoinShares Shares – basic			—				65,538,318
Weighted average CoinShares Shares – diluted			—				67,692,487
As of and for the year ended December 31, 2024
Shareholders’ equity (deficit) per share(1)		$	(0.99	)		$	5.61			N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A			N/A

181

Table of Contents

									Pro Forma Combined																				CoinShares equivalent pro forma per share(3)
		Vine Hill (US GAAP Historical)(2)			CoinShares (IFRS Historical)				No Redemption Scenario				25% Scenario				50% Scenario				75% Scenario				Maximum Redemption Scenario				No Redemption Scenario				25% Scenario				50% Scenario				75% Scenario				Maximum Redemption Scenario
Profit/(loss) per share after tax subject to possible redemption – basic and diluted		$	0.12		$	—			$	(15.59	)		$	(16.16	)		$	(16.78	)		$	(17.45	)		$	(18.17	)		$	(35.86	)		$	(35.84	)		$	(35.83	)		$	(35.81	)		$	(35.86	)
Weighted average shares outstanding subject to possible redemption – basic and diluted			11,270,000			—				153,066,668				147,566,668				142,066,668				136,566,668				131,066,668				66,543,318				66,543,318				66,543,318				66,543,318				66,543,318
Profit per share after tax not subject to possible redemption – basic		$	0.12		$	—
Profit after tax per share not subject to possible redemption – diluted			0.12			—
Weighted average shares outstanding not subject to possible redemption – basic			6,902,000			—
Weighted average shares outstanding not subject to possible redemption – diluted			7,471,000			—
Loss after tax per share per CoinShares Shares – basic and diluted		$	—		$	(34.34	)
Weighted average CoinShares Shares – basic and diluted			—			66,543,318

____________

(1) Shareholders’ equity (deficit) per share = (Total equity)/common shares outstanding

(2) Vine Hill’s US GAAP historical financial information has been converted to IFRS within the unaudited pro forma condensed combined financial statements.

(3) The equivalent pro forma basic and diluted per share data for CoinShares. Equivalent per share pro forma is calculated based on expected exchange ratio of approximately 1.8116.

182

Table of Contents

INFORMATION ABOUT VINE HILL

Unless the context otherwise requires, all references in this section to “Vine Hill,” “we,” “us” or “our” refer to Vine Hill prior to the Closing.

General

We are a blank check company originally formed as a Cayman Islands exempted company on May 24, 2024 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. Based on our business activities, we are a “shell company” as defined under the Exchange Act because we have no operations and nominal assets consisting almost entirely of cash. We are also an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.

IPO and Private Placement

In two closings on September 9 and 12, 2024, Vine Hill sold an aggregate 22,000,000 Vine Hill Units at a price of $10.00 per Vine Hill Unit for a total of $220,000,000 (including 2,000,000 Vine Hill Units as a partial exercise of the underwriters’ over-allotment option to purchase up to an additional 3,000,000 Vine Hill Units) (the “Vine Hill Units”) in the initial public offering (the “Vine Hill IPO”). On September 9, 2024, Vine Hill also completed a private placement of 5,500,000 Vine Hill Private Warrants with the Sponsor at a price of $1.00 per warrant. As a result of the partial exercise of the underwriters’ over-allotment option and forfeiture of their remaining option, (a) 333,333 Vine Hill Class B Shares were forfeited resulting in 7,333,334 Vine Hill Class B Shares outstanding at December 31, 2024 and (b) the over-allotment liability of $408,000 was extinguished and credited additional paid-in-capital (for the portion exercised) and to the statement of operations as other income (for the portion expired).

In connection with the Business Combination, all of the Vine Hill Private Warrants will be forfeited by the Sponsor to Vine Hill for no consideration, upon which forfeiture the Vine Hill Private Warrants will be cancelled.

Trust Account

Following the Vine Hill IPO and the sale of the Vine Hill Private Warrants, a total of $221,100,000 was placed in the Trust Account located in the United States, with the Transfer Agent acting as trustee and has been invested only in U.S. “government securities” within the meaning of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations or deposited in an interest-bearing demand deposit account at a U.S.-chartered commercial bank with consolidated assets of $100 billion or more, as determined by us, until the earlier of: (i) the completion of an initial business combination and (ii) the distribution of the Trust Account as described below.

Working Capital Loan

In order to finance transaction costs in connection with the Business Combination, the Sponsor or an affiliate of the Sponsor or certain of our directors and officers may, but are not obligated to, loan Vine Hill funds as may be required (“Working Capital Loans”). In the event that the Business Combination does not close, we may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of the date of this proxy statement/prospectus, there is an outstanding working capital loan from the Sponsor in the aggregate principal amount of $540,000, which will be forgiven and cancelled for no consideration prior to the effective time of the SPAC Merger.

Sponsor and Sponsor Contribution

Our sponsor is Vine Hill Capital Sponsor I LLC, a Delaware limited liability company, which was recently formed to invest in our company. The managing member of the Sponsor is Mr. Petruska, our Chief Executive Officer. Mr. Petruska controls the management of the Sponsor, including the exercise of voting and investment discretion over the securities of Vine Hill held by the Sponsor. Certain of our officers and directors are members of the Sponsor and therefore have an indirect economic interest in the securities held by the Sponsor. Other than our

183

Table of Contents

management team, none of the other members of the Sponsor participate in our activities. For more information about the Sponsor and its controlling persons please see the section of this proxy statement/prospectus entitled “Security Ownership of Certain Beneficial Owners and Management.”

On May 28, 2024, the Sponsor purchased an aggregate of 7,666,667 Vine Hill Class B Shares for an aggregate purchase price of $25,000 or approximately $0.003 per share, of which 333,333 were subsequently forfeited following the partial exercise of the underwriters’ over-allotment option in the Vine Hill IPO.

Experience with Other SPACs

We believe our management team has substantial capital markets expertise that will make us an attractive business combination partner to target businesses. As examples of this, our management and special advisor have been involved with 12 completed SPAC business combinations with a combined total enterprise value of $34.4 billion (at the time of the business combination), which raised over $4.7 billion of total capital to support the business combinations.

Sponsor and Affiliates Compensation

The compensation received and to be received by the Sponsor and its affiliates upon the consummation of the Business Combination is 4,400,001 Holdco Ordinary Shares, with an implied aggregate market value of approximately $46.8 million (based upon the closing price of $10.63 per Vine Hill Class A Share on Nasdaq on February 26, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus), to be issued upon exchange of 4,400,001 Vine Hill Class B Shares (after giving effect to the conversion of 4,400,001 Vine Hill Class A Shares and the Sponsor Forfeited Shares), as described in the section entitled “The Business Combination Proposal — Related Agreements — Sponsor Support Agreement” as though such shares were vested immediately upon Closing. In addition, the Sponsor will be eligible for reimbursement of transaction expenses advanced and/or paid by the Sponsor on behalf of Vine Hill.

Following the Closing, Holdco will be required to reimburse or pay, or cause to be reimbursed or paid, all expenses of the parties, provided that expenses of Vine Hill (subject to certain exceptions) shall only be reimbursed up to an amount of $4,000,000. The following table sets forth the payments to be received by our sponsor and its affiliates from us prior to or in connection with the completion of our initial business combination and the securities issued and to be issued by us to our sponsor or its affiliates:

Entity/Individual		Amount of Compensation to be Received or Securities Issued or to be Issued		Consideration Paid or to be Paid
Nicholas Petruska		Commencing on the date on which Vine Hill’s securities were first listed on Nasdaq, $33,000 per month, of which $16,500 per month is payable on a current basis and the balance will be payable upon consummation of Vine Hill’s initial business combination		Services as Chief Executive Officer
Daniel Zlotnitsky		Commencing on the date on which Vine Hill’s securities were first listed on Nasdaq, $33,000 per month, of which $16,500 per month is payable on a current basis and the balance will be payable upon consummation of Vine Hill’s initial business combination.		Services as Chief Financial Officer
Dean Seavers		Commencing on the date on which Vine Hill’s securities were first listed on Nasdaq, $33,000 per month in director fees, all of which will be payable upon consummation of Vine Hill’s initial business combination.		Services as a Director

184

Table of Contents

Entity/Individual		Amount of Compensation to be Received or Securities Issued or to be Issued		Consideration Paid or to be Paid
Vine Hill Capital		Commencing on the date on which Vine Hill’s securities were first listed on Nasdaq, $10,000 per month.		Office space, administrative and shared personnel support services
Sponsor		4,400,001 Holdco Ordinary Shares to be issued upon exchange of 4,400,001 Vine Hill Class A Shares (after giving effect to the conversion of 4,400,001 Vine Hill Class B Shares and the Sponsor Forfeited Shares).(1)		$25,000
		Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination		Services in connection with identifying, investigating and completing an initial business combination

____________

(1) Sponsor is expected to receive 4,400,001 Holdco Ordinary Shares, with an implied aggregate market value of approximately $46.8 million (based upon the closing price of $10.63 per Vine Hill Class A Share on Nasdaq on February 26, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus). In addition, the Sponsor will forfeit 5,500,000 Vine Hill Private Warrants for no consideration.

Transfer Restrictions

Pursuant to the Lock-Up Agreement, the Sponsor and certain of our officers and directors are and will be restricted in their ability to transfer, assign or sell its securities, as summarized in the table below:

Subject Securities		Expiration Date		Persons Subject to Restrictions		Exceptions to Transfer Restrictions
Founder Shares		180 days after Closing.		Vine Hill Capital Sponsor I LLC Dean Seavers Nicholas Petruska Daniel Zlotnitsky Gregory Ethridge John Adams		Transfers permitted (i) to any direct or indirect partners, members or equity holders, any Affiliates or any related investment funds or vehicles controlled or managed by such persons or their respective Affiliates; (ii) by gift to a charitable organization; (iii) in the case of an individual, by gift to a member of the individual’s Immediate Family or to a trust, the primary beneficiaries of which are one or more members of the individual’s Immediate Family or an Affiliate of such person; (iv) in the case of a trust, to the trustor or beneficiary of such trust or the estate of a beneficiary of such trust; (v) in the case of an individual, by will or other testamentary document or device or by virtue of laws of descent and distribution upon death of the individual; (vi) in the case of an individual, pursuant to a qualified domestic relations order; (vii) with the prior written consent of Holdco; (viii) in connection with a liquidation, merger, share exchange, reorganization, tender offer, takeover offer, scheme of arrangement or other similar transaction which results in all of Holdco’s shareholders having the right to exchange their Holdco Ordinary Shares for cash, securities or other property subsequent to the Closing Date; or (ix) to the extent required by any legal or regulatory order
Vine Hill Private Warrants (and Underlying Securities)*		30 days after Closing		Same as above		Same as above

____________

* In connection with the Business Combination, all of the Vine Hill Private Warrants will be cancelled for no consideration.

185

Table of Contents

Sponsor Support Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, the Sponsor, CoinShares, Vine Hill and Holdco entered into the Sponsor Support Agreement. Pursuant to the Sponsor Support Agreement, until the earliest of the Closing, termination of the Business Combination Agreement or the liquidation of Vine Hill, without the prior written consent of Holdco, the Sponsor will not: (i) issue, sell, offer to sell, exchange, contract or agree to sell or exchange, hypothecate, pledge, encumber, assign, convert, grant of any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, by operation of law or otherwise and whether voluntarily or involuntarily or establish or increase a put equivalent position or liquidate with respect to or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the SEC promulgated thereunder with respect to the Founder Shares, (ii) enter into any swap, derivative or other arrangement that transfers to another, in whole or in part, any of the economic consequences and/or voting rights of any of the Founder Shares or (iii) file, confidentially submit or cause to become effective a registration statement under the Securities Act relating to the offer and sale of the Founder Shares.

Effecting the Business Combination

Fair Market Value of Target Business

Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the Trust Account (excluding any deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of our agreement to enter into our initial business combination. If our securities are no longer listed on Nasdaq, we will not be obligated to satisfy such 80% test. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent registered public accounting firm, with respect to the satisfaction of such criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors.

Shareholder Approval of Business Combination

We are seeking shareholder approval of the Business Combination at the Extraordinary General Meeting to which this proxy statement/prospectus relates and, in connection with such meeting, holders of Vine Hill Public Shares may redeem their shares for cash in accordance with the procedures described in this proxy statement/prospectus. Such redemption rights will be effected in accordance with the Vine Hill Memorandum and Articles of Association.

Voting Restrictions in Connection with Shareholder Meeting

The Sponsor and Vine Hill’s directors and executive officers have agreed to vote their shares in favor of the Business Combination Proposal. We also expect them to vote their shares in favor of all other proposals being presented at the Extraordinary General Meeting. Further, concurrently with the execution of the Business Combination Agreement, the Sponsor entered into the Sponsor Support Agreement with Vine Hill, Holdco and Holdco. Pursuant to the Sponsor Support Agreement, the Sponsor agreed to vote its shares in favor of each Shareholder Proposal.

The Sponsor has agreed to vote its shares in favor of the Shareholder Proposals and the proposals to approve any separate or unbundled non-binding advisory proposals as are required to implement the Proposed Holdco Memorandum and Articles of Association and the adoption and approval of any other proposals Vine Hill reasonably considers to be necessary or appropriate in connection with the Business Combination (following consultation with Holdco). Further, concurrently with the execution of the Business Combination Agreement, the Sponsor entered into the Sponsor Support Agreement with Vine Hill, Holdco and Holdco, pursuant to which the Sponsor agreed to vote its shares in favor of all proposals being presented at the Extraordinary General Meeting. As of the Record Date, the Sponsor owns approximately % of the total outstanding Vine Hill Ordinary Shares.

At any time prior to the Extraordinary General Meeting, during a period when they are not then aware of any material non-public information regarding Vine Hill or its securities, our executive officers and directors and their affiliates may enter into a written plan to purchase our securities pursuant to Rule 10b5-1 of the Exchange Act

186

Table of Contents

and may engage in other public market purchases, as well as private purchases, of securities. At any time prior to the Extraordinary General Meeting, during a period when they are not then aware of any material non-public information regarding Vine Hill or its securities, our executive officers and directors and their respective affiliates may: (i) purchase shares from institutional and other investors who vote or indicate an intention to vote, against the Business Combination Proposal or the other Shareholder Proposals; (ii) execute agreements to purchase such shares from institutional and other investors in the future; and (iii) enter into transactions with institutional and other investors to provide such persons with incentives to acquire Vine Hill Public Shares or vote their Vine Hill Public Shares in favor of the Business Combination Proposal or the other Shareholder Proposals. Such an agreement may include a contractual acknowledgement that such shareholder, although still the record holder of such shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our officers and directors or their affiliates purchase shares in privately negotiated transactions from Vine Hill Public Shareholders who have already elected to exercise their redemption rights, such selling Vine Hill Public Shareholders would be required to revoke their prior elections to redeem their Vine Hill Public Shares. The purpose of such share purchases and other transactions would be to increase the likelihood that the conditions to the consummation of the Business Combination are satisfied or to provide additional equity financing. This may result in the completion of our Business Combination that may not otherwise have been possible.

While the exact nature of any such incentives has not been determined, they might include arrangements to protect such investors or holders against potential loss in value of their Vine Hill Public Shares, including the granting of put options and the transfer of shares or Vine Hill Private Warrants owned by the Sponsor for nominal value to such investors or holders.

Redemption Rights for Vine Hill Public Shareholders upon Completion of the Business Combination

We will provide the Vine Hill Public Shareholders with the opportunity to redeem all or a portion of their Vine Hill Public Shares upon the completion of the Business Combination, regardless of whether they abstain, vote for or vote against, the Business Combination, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to Vine Hill (net of taxes paid or payable, if any), divided by the number of then outstanding Vine Hill Public Shares, subject to the limitations described herein. The amount in the Trust Account was initially $10.05 per share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption right will include the requirement that any beneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validly redeem its shares. Each Vine Hill Public Shareholder may elect to redeem its Vine Hill Public Shares irrespective of whether they vote for or against or vote at all in connection with, the proposed transaction. There will be no redemption rights upon the completion of the Business Combination with respect to our warrants. The Sponsor and our officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any Founder Shares and any Vine Hill Public Shares held by them in connection with the completion of the Business Combination.

Redemption of Vine Hill Public Shares and Liquidation If No Business Combination

The Vine Hill Memorandum and Articles of Association provides that we will have only until May 19, 2026, to complete the Business Combination or such later date as our shareholders may approve. If we are unable to complete the Business Combination or an alternative business combination within such period, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Vine Hill Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Vine Hill Public Shares, which redemption will completely extinguish Vine Hill Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the completion window.

187

Table of Contents

The Sponsor and our officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete the Business Combination within the completion window. However, if the Sponsor or any of our officers and directors acquired Vine Hill Public Shares after the Vine Hill IPO, it will be entitled to liquidating distributions from the Trust Account with respect to such Vine Hill Public Shares if we fail to complete the Business Combination within the completion window.

The Sponsor and our officers and directors have agreed, pursuant to a letter agreement with us, that they will not propose any amendment to the Vine Hill Memorandum and Articles of Association to (A) modify the substance or timing of our obligation to provide for the redemption of the Vine Hill Public Shares in connection with the Business Combination or to redeem 100% of the Vine Hill Public Shares if we have not consummated the Business Combination within the completion window or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless we provide the Vine Hill Public Shareholders with the opportunity to redeem their Vine Hill Public Shares upon approval of any such amendment at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Vine Hill (net of taxes payable), divided by the number of then outstanding Vine Hill Public Shares. However, we may not redeem the Vine Hill Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules), unless the NTA Proposal is approved by our shareholders.

We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts held outside the Trust Account, although we cannot assure you that there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the Trust Account not required to pay income taxes, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

If we were to expend all of the net proceeds of the Vine Hill IPO and the sale of the Vine Hill Private Warrants, other than the proceeds deposited in the Trust Account and without taking into account interest, if any, earned on the Trust Account and any tax payments or expenses for the dissolution of the trust, the per share redemption amount received by the Vine Hill Public Shareholders upon our dissolution would be $10.05. The proceeds deposited in the Trust Account could, however, become subject to the claims of our creditors which would have higher priority than the claims of the Vine Hill Public Shareholders. We cannot assure you that the actual per share redemption amount received by the Vine Hill Public Shareholders will not be substantially less than $10.05. Please see “Risk Factors — If third parties bring claims against Vine Hill, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by Vine Hill Public Shareholders may be less than $10.05 per share” and other risk factors described above.

Although we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of the Vine Hill Public Shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where we are unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. In order to protect the amounts held in the Trust Account, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent registered public accounting firm) for services rendered or products sold to us or a prospective target business with which we have

188

Table of Contents

discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.05 per Vine Hill Public Share or (2) the actual amount per Vine Hill Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.05 per share due to reductions in the value of the trust assets, in each case net of permitted withdrawals, except as to any claims by a third party that executed a waiver of any and all rights to the monies held in the Trust Account (whether any such waiver is enforceable) and except as to any claims under our indemnity of the underwriters of the Vine Hill IPO against certain liabilities, including liabilities under the Securities Act. We have not independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and believe that our Sponsor’s only assets are securities of our company and, therefore, our Sponsor may not be able to satisfy those obligations. We have not asked our Sponsor to reserve for such obligations. Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the Business Combination and redemptions could be reduced to less than $10.05 per Vine Hill Public Share. In such event, we may not be able to complete the Business Combination, and you would receive such lesser amount per share in connection with any redemption of your Vine Hill Public Shares. None of our officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. None of our other officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In the event that the proceeds in the Trust Account are reduced below: (1) $10.05 per Vine Hill Public Share; or (2) the actual amount per Vine Hill Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.05 per share due to reductions in the value of the trust assets, in each case net of permitted withdrawals and our Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in certain instances. For example, the cost of such legal action may be deemed by the independent directors to be too high relative to the amount recoverable, or the independent directors may determine that a favorable outcome is not likely. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per share redemption price will not be substantially less than $10.05 per share. Please see “Risk Factors — If third parties bring claims against Vine Hill, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by Vine Hill Public Shareholders may be less than $10.05 per share” and other risk factors described above.

We will seek to reduce the possibility that our Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. The Sponsor will also not be liable as to any claims under our indemnity of the underwriters of the Vine Hill IPO against certain liabilities, including liabilities under the Securities Act. In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our Trust Account could be liable for claims made by creditors.

If we file a bankruptcy or winding-up petition or an involuntary winding-up bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy or insolvency law and may be included in our bankruptcy or insolvency estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy or insolvency claims deplete the Trust Account, we cannot assure you we will be able to return $10.05 per share to the Vine Hill Public Shareholders. Additionally, if we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy and/or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. Furthermore, our board may be viewed as having breached its fiduciary duty to us, including our creditors, and/or may have acted in bad faith and thereby exposing itself and our company to claims of punitive damages, by paying Vine Hill Public Shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

189

Table of Contents

Our Vine Hill Public Shareholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of: (i) our completion of the Business Combination and then only in connection with those Vine Hill Public Shares that such shareholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any Vine Hill Public Shares properly submitted in connection with a shareholder vote to amend the Vine Hill Memorandum and Articles of Association (A) to modify the substance or timing of our obligation to provide for the redemption of the Vine Hill Public Shares in connection with the Business Combination or to redeem 100% of the Vine Hill Public Shares if we have not consummated the Business Combination within the completion window or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity and (iii) the redemption of the Vine Hill Public Shares if we are unable to complete an initial business combination within the completion window, subject to applicable law and as further described herein. In no other circumstances will a shareholder have any right or interest of any kind to or in the Trust Account. In the event we seek shareholder approval in connection with the Business Combination, a Vine Hill Public Shareholder’s voting in connection with the Business Combination alone will not result in such shareholder redeeming its Vine Hill Public Shares to us for an applicable pro rata share of the Trust Account. Such Vine Hill Public Shareholder must have also exercised its redemption rights described above.

Facilities

We currently maintain our executive offices at 500 E Broward Blvd., Suite 900, Fort Lauderdale, FL 33394 and our telephone number is (954) 848-2859. The cost for this space is included in the $10,000 per month fee that we pay an affiliate of the Sponsor for office space, utilities and secretarial and administrative services. We consider our current office space adequate for our current operations.

Employees

We currently have two officers and do not intend to have any full-time employees prior to the completion of our initial business combination. Members of our management team are not obligated to devote any specific number of hours to our matters, but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time that any such person will devote in any time period to our company will vary based on whether a target business has been selected for our initial business combination and the current stage of the business combination process.

Periodic Reporting and Financial Information

The Vine Hill Units, Vine Hill Ordinary Shares and Vine Hill Public Warrants are registered under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports contain financial statements audited and reported on by our independent registered public accountants.

We are required to evaluate our internal control procedures beginning with the fiscal year ended December 31, 2025, as required by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Cayman Islands Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 30 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.

190

Table of Contents

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of (i) the last day of the fiscal year (A) following the fifth anniversary of the completion of the Vine Hill IPO, (B) in which we have total annual gross revenue of at least $1.235 billion or (C) in which we are deemed to be a large accelerated filer, which means the market value of our Class A Ordinary Shares that are held by non-affiliates exceeds $700.0 million as of June 30th of that fiscal year and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company during each fiscal year so long as (1) the market value of Vine Hill Ordinary Shares held by non-affiliates did not equal or exceed $250.0 million as of the end of the most recently completed second fiscal quarter or (2) our annual revenues did not equal or exceed $100.0 million during the most recently completed fiscal year and the market value of Vine Hill Ordinary Shares held by non-affiliates did not exceed $700.0 million as of the end of the most recently completed second fiscal quarter.

Legal Proceedings

From time to time, we, our executive officers, directors, the Sponsor and its respective affiliates and/or any of their respective principals and employees are subject to legal proceedings and as a result, incur significant costs and expenses in connection with such legal proceedings.

Additionally, we and the Sponsor and its affiliates are also subject to extensive regulation, which, from time to time, results in requests for information from us or the Sponsor or its affiliates or legal or regulatory proceedings or investigations against us or the Sponsor or its affiliates. We incur significant costs and expenses in connection with any such proceedings, information requests and investigations.

Directors and Executive Officers

Vine Hill’s directors and executive officers are as follows:

Name		Age		Position
Dean Seavers		65		Executive Director
Nicholas Petruska		39		Chief Executive Officer and Director
Daniel Zlotnitsky		30		Chief Financial Officer and Director
Gregory Ethridge		49		Director
John Adams		63		Director

Our management team has extensive experience in M&A, capital raising and investing capital and we believe the depth of our management team’s experience and relationships serve as a key competitive advantage.

191

Table of Contents

Dean Seavers serves as Executive Director, one of our independent directors. In December 2024, Mr. Seavers joined the board of directors of CenterPoint Energy, Inc. (NYSE: CNP). Mr. Seavers served as the Chair of the Utility Board of PG&E from 2020 to 2023 following the company’s emergence from bankruptcy. While at PG&E, Mr. Seavers also served as a director of Environmental Impact Acquisition Corp. from January 2021 to February 2022 until its merger with Greenlight Biosciences (NASDAQ: GRNA). From December 2015 to January 2020, Mr. Seavers served as the President of National Grid US and Executive Director of National Grid, PLC (listed on both LSE and NYSE). From April 2012 to December 2015, he served as Chief Executive Officer of Red Hawk, after carving it out from United Technologies. Prior to founding Red Hawk, from October 2007 to January 2011, Mr. Seavers served as President of Global Services in United Technologies’ Fire & Security division. From December 2000 to September 2007, Mr. Seavers also served as a Tyco Officer with full P&L responsibility for SimplexGrinnell, a large commercial fire alarm and fire suppression systems. Mr. Seavers continues to sit on the Boards of both public and private companies in both products and services businesses while also taking on director and advisory positions at financial institutions, such as Stifel, Carlyle Group Inc., Albemarle Corp. (NYSE: ALB) and Ametek Inc. (NYSE: AME).

Nicholas Petruska has served as our Chief Executive Officer since our inception and is a long-tenured and experienced SPAC executive. Mr. Petruska served as Executive Vice President, Chief Financial Officer and Secretary of Hennessy VI from September 2021 to August 2024. In August 2024, Mr. Petruska resigned his position as Executive Vice President, Chief Financial Officer and Secretary of Hennessy VI. Mr. Petruska’s resignation is unrelated to any disagreement regarding Hennessy VI’s financial statement disclosures, accounting principles or practices or operations or affairs. Mr. Petruska served as Executive Vice President, Chief Financial Officer and Secretary of Hennessy V (January 2021 to December 2022), IV (February 2019 to December 2020), III (June 2017 to October 2018), II (July 2015 to February 2017) and a similar position with Hennessy I (January 2014 to February 2015). Hennessy V liquidated in December 2022. Mr. Petruska led the transaction execution and due diligence assessments of School Bus Holdings (Blue Bird) (NASDAQ: BLBD), Daseke, Inc. (NASDAQ: DSKE), NRC Group (NYSE: NRCG) and Canoo Holdings Ltd (NASDAQ: GOEV), for Hennessy I, II, III and IV, respectively. From October 2023 to October 2024, Mr. Petruska served as Special Advisor to Learn CW Investment Corporation (“LearnCW”) on its merger with Innventure, Inc. (NASDAQ: INV), to Twin Ridge Capital Acquisition Corp from November 2022 to November 2023 on its merger with Carbon Revolution plc (NASDAQ: CREV) and of NewHold Investment Corp from July 2020 to July 2021 which subsequently merged with Evolv Technologies Holdings, Inc (NASDAQ: EVLV). Prior to working with the Hennessy Capital SPACs, from July 2012 to July 2014, Mr. Petruska was an investment professional with CHS Capital, a middle-market private equity firm and from January 2010 to July 2012, an investment banker at Morgan Stanley.

Daniel Zlotnitsky has served as our Chief Financial Officer since our inception. Mr. Zlotnitsky has robust experience as a SPAC investor. Mr. Zlotnitsky previously served as an investment professional with Hennessy VI and Hennessy V. Hennessy V liquidated in December 2022. From October 2023 to October 2024, Mr. Zlotnitsky served as Special Advisor to LearnCW on its merger with Innventure, Inc. (NASDAQ: INV) and to Twin Ridge from November 2022 to November 2023 on its merger with Carbon Revolution plc (NASDAQ: CREV). Prior to working with the Hennessy Capital SPACs, from June 2019 to December 2021, Mr. Zlotnitsky was an investment professional at The Gores Group LLC, where he was a member of the SPAC investment team that consummated Gores Holdings IV, Inc.’s merger with United Wholesale Mortgage (NYSE: UWMC), Gores Holdings V, Inc.’s merger with Ardagh Metal Packaging S.A. (NYSE: AMBP) and Gores Metropoulos II, Inc.’s merger with Sonder Holdings Inc. (NASDAQ: SOND). Prior to joining The Gores Group LLC, from April 2018 to June 2019, Mr. Zlotnitsky was an investment professional at Breakaway Capital, a middle-market private equity and structured credit firm and from July 2017 to April 2018, an investment banker at Houlihan Lokey.

Gregory Ethridge is one of our independent directors. From October 2023 to October 2024, Mr. Ethridge served as Special Advisor to LearnCW on its merger with Innventure, Inc. (NASDAQ: INV). Mr. Ethridge served as Chief Financial Officer of Canoo Inc. (NASDAQ: GOEV) from August 2023 through October 2024. In January 2025, Canoo Inc. and certain of its subsidiaries filed for liquidation under Chapter 7 of Title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware. Prior to serving as Chief Financial Officer of Canoo Inc., Mr. Ethridge served on Canoo Inc.’s board of directors from December 2020 through December 2023. Mr. Ethridge also served as President, Chief Operating Officer and director of Hennessy VI from October 2021 to August 2023, resigning as President and Chief Operating Officer in connection with his appointment as the Canoo Chief Financial Officer and served as a member of Hennessy VI’s board of directors from October 2021 to August 2024. Prior to this, Mr. Ethridge served as President, Chief Operating Officer and a director of Hennessy V from January 2021

192

Table of Contents

to December 2022 and President, Chief Operating Officer and a director of Hennessy IV from February 2019 to December 2020. He has also served as Chairman of Motorsports Aftermarket Group, a designer, manufacturer, marketer and distributor of aftermarket parts, apparel and accessories for the motorcycle and power sports industry since June 2019. He previously served as President of Matlin & Partners Acquisition Corporation from January 2017 to November 2018, at which time it merged with U.S. Well Services, LLC to become U.S. Well Services, Inc., a growth and technology-oriented oilfield service company focused exclusively on hydraulic fracturing which was subsequently sold to ProFrac Holding Corp. (NASDAQ: ACDC) in November 2022. He also served as Senior Partner of MatlinPatterson Global Advisers LLC from January 2009 to December 2019. Mr. Ethridge is qualified to serve on the Board due to his experience in private equity, as well as his financial and capital markets expertise.

John Adams is one of our independent directors. Mr. Adams is a senior and experienced investment banker with approximately 40 years of experience in investment banking working across a number of industries in M&A, restructuring and public and private financing. Since August 2019, Mr. Adams currently serves as a Founding Partner of CMD Global Partners, LLC, a boutique investment bank. Prior to founding CMD Global Partners, LLC, from March 2013 to August 2019, Mr. Adams was a Managing Director at XMS Capital Partners LLC. Prior to his time at XMS, from August 1999 to March 2013 Mr. Adams spent 14 years at Lazard where he held senior positions such as Global Head of Private Equity Coverage, Head of Midwest Investment Banking and Global Head of Automotive Coverage. Prior to Lazard, from July 1986 to August 1999, Mr. Adams spent 13 years with Morgan Stanley in New York, Chicago and London where he ran the firm’s European M&A Business Development effort.

Executive Compensation and Director Compensation

Our sponsor, officers, directors and their respective affiliates are reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. In addition, we pay $10,000 per month to an affiliate of our Sponsor for office space, administrative and shared personnel support services and we pay each of Mr. Petruska, our Chief Executive Officer and Mr. Zlotnitsky, our Chief Financial Officer, $33,000 per month for their services prior to the consummation of the Business Combination, of which $16,500 per month is payable on a current basis and the balance will be payable upon the consummation of the Business Combination. In addition, we will pay Dean Seavers, our Executive Director, director fees of $33,000 per month, all of which will be payable upon consummation of the Business Combination. Furthermore, our independent directors and special advisor received membership interests in our sponsor as compensation for their service as a director or advisor to Vine Hill. Each of John Adams and Dean Seavers received membership interests in our sponsor representing 250,000 Vine Hill Class B Shares for his service as a director and each of Gregory Ethridge and Kevin Charlton received membership interests in our sponsor representing 100,000 Vine Hill Class B Shares for his service as a director or special advisor, respectively.

Other than these payments and reimbursements and other compensation paid to our independent directors as described above, no compensation of any kind, including finder’s and consulting fees, will be paid by us to the Sponsor, executive officers and directors or any of their respective affiliates, prior to completion of our initial business combination.

After the completion of the Business Combination, directors or members of our management team who remain with us may be paid consulting, management or other compensation from the Combined Company. Any compensation to be paid to our officers after the completion of the Business Combination will be determined by a compensation committee constituted solely by independent directors. All of these fees will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with the Business Combination.

We may not take any action to ensure that members of our management team maintain their positions with us after the consummation of the Business Combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after the Business Combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of an initial business combination will be a determining factor in our decision to proceed with an initial business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.

193

Table of Contents

Number and Terms of Office of Officers and Directors

Our board of directors consists of five members. Holders of Vine Hill Class B Shares have the right to elect all of our directors or remove any one of them for any reason prior to consummation of the Business Combination and holders of Vine Hill Public Shares do not have the right to vote on the appointment or removal of directors during such time. These provisions of our amended and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative vote of a majority of at least 90% of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of Vine Hill.

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate.

Director Independence

Nasdaq listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of Vine Hill or its subsidiaries or any other individual having a relationship which in the opinion of the Vine Hill Board, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. We have three “independent directors” as defined in Nasdaq listing standards and applicable SEC rules. Our audit committee is entirely composed of independent directors meeting Nasdaq’s additional requirements applicable to members of the audit committee. Our independent directors have regularly scheduled meetings at which only independent directors are present.

Committees of the Vine Hill Board

Our board of directors has three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. Each committee operates under a charter that has been approved by our board of directors and has the composition and responsibilities described below. The charter of each committee is available on our website.

Audit Committee

We have established an audit committee of the board of directors. Under Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. The members of our audit committee are Mr. Seavers, Mr. Ethridge and Mr. Adams and Mr. Ethridge chairs the audit committee.

Each member of the audit committee is financially literate, and our board of directors has determined that Mr. Ethridge qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.

We adopted an audit committee charter, which details the purpose and principal functions of the audit committee, including:

• Assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence and (4) the performance of our internal audit function and independent registered public accounting firm;

• Reviewing the appointment, compensation, retention, replacement and oversight of the work of the independent registered public accounting firm and any other independent registered public account firm engaged by us;

• re-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us and establishing pre-approval policies and procedures;

194

Table of Contents

• Reviewing and discussing with the independent registered public accounting firm all relationships the auditors have with us in order to evaluate their continued independence;

• Setting clear hiring policies for employees or former employees of the independent registered public accounting firm;

• Setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

• Obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review or peer review, of the independent registered public accounting firm or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

• Meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”

• Reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and

• Reviewing with management, the independent registered public accounting firm and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Compensation Committee

We have established a compensation committee of the board of directors. Under Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent. The members of our compensation committee are Dean Seavers, Gregory Ethridge and John Adams and John Adams chairs the compensation committee.

We have adopted a compensation committee charter, which details the purpose and responsibility of the compensation committee, including:

• Reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

• Reviewing and making recommendations to our board of directors with respect to (or approving, if such authority is so delegated by our board of directors) the compensation and any incentive-compensation and equity-based plans that are subject to board approval of all of our other officers;

• Reviewing our executive compensation policies and plans;

• Implementing and administering our incentive compensation equity-based remuneration plans;

• Assisting management in complying with our proxy statement and annual report disclosure requirements;

• Approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

• Producing a report on executive compensation to be included in our annual proxy statement; and

• Reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

195

Table of Contents

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the work of any such adviser.

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Nominating and Corporate Governance Committee

We have established a nominating and corporate governance committee of the board of directors. Mr. Seavers, Mr. Ethridge and Mr. Adams serve as members of our nominating and corporate governance committee. Under Nasdaq listing standards, all members of the nominating and corporate governance committee must be independent. Dean Seavers chairs the nominating and corporate governance committee.

We have adopted a nominating and corporate governance committee charter, which details the principal functions of the nominating and corporate governance committee, including:

• Identifying, screening and reviewing individuals qualified to serve as directors and recommending to the board of directors candidates for nomination for election at the annual meeting of shareholders or to fill vacancies on our board of directors;

• Developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines;

• Coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of Vine Hill; and

• Reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.

The charter also provides that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of and terminate, any search firm to be used to identify director candidates and is directly responsible for approving the search firm’s fees and other retention terms.

Director Nominations

Our nominating and corporate governance committee will recommend to the board of directors candidates for nomination for appointment at the annual general meeting. We have not formally established any specific minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom and the ability to represent the best interests of our shareholders.

Code of Ethics

We adopted a Code of Ethics applicable to our directors, officers and employees. A copy of our form of Code of Ethics is available on our website at www.vinehillcapital.com.

You are able to review these documents by accessing our public filings at the SEC’s website at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

Insider Trading Policy

Vine Hill has adopted an insider trading policy which governs transactions in our securities by Vine Hill and its directors, officers, employees, consultants and contractors and is designed to promote compliance with insider trading laws, rules and regulations applicable to Vine Hill.

196

Table of Contents

Conflicts of Interest

Under Cayman Islands law, directors and officers owe the following fiduciary duties:

• duty to act in good faith in what the director or officer believes to be in the best interests of Vine Hill as a whole;

• duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

• directors should not improperly fetter the exercise of future discretion;

• duty to exercise powers fairly as between different sections of shareholders;

• duty not to put themselves in a position in which there is a conflict between their duty to Vine Hill and their personal interests; and

• duty to exercise independent judgment.

In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to Vine Hill and the general knowledge skill and experience of that director.

As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the memorandum and articles of association or alternatively by shareholder approval at general meetings.

Our management team is responsible for the management of our affairs. As described above and below, each of our officers and directors presently has and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she will honor these obligations and duties to present such business combination opportunity to such entities first and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity, prior to its presentation to us.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with members of our management team. In the event we seek to complete our initial business combination with a business that is affiliated with members of our management team, we or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority or FINRA or from an independent registered public accounting firm, that such an initial business combination is fair to our company from a financial point of view.

We do not believe, however, that the fiduciary, contractual or other obligations or duties of our officers or directors will materially affect our ability to complete our initial business combination. Our amended and restated memorandum and articles of association provides that to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for to any director or officer on the one hand and us, on the other.

Members of our management team may participate in the formation of, invest in (on behalf of themselves, their affiliates or its and their clients) or become an officer or director of any other blank check company prior to completion of our initial business combination. As a result, members of our management team could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved.

197

Table of Contents

Potential investors should also be aware of the following other potential conflicts of interest:

• None of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities.

• In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated. Please see “— Directors and Executive Officers” for a description of our management’s other affiliations.

• The Sponsor and our officers and directors agreed to waive their redemption rights with respect to any Vine Hill Class B Shares and any Vine Hill Public Shares held by them in connection with the consummation of the Business Combination. Additionally, the Sponsor and our officers and directors agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Vine Hill Class B Shares held by them if we fail to consummate the Business Combination within the completion window. However, if the Sponsor or any of our officers, directors or affiliates acquire Vine Hill Public Shares in or after the Vine Hill IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Vine Hill Public Shares if we fail to consummate the Business Combination within the completion window. If we do not complete the Business Combination within such applicable time period, the proceeds of the sale of the Vine Hill Private Warrants held in the Trust Account will be used to fund the redemption of the Vine Hill Public Shares and the Vine Hill Private Warrants will expire worthless. Except as described herein, (1) pursuant to a letter agreement entered into with us, the Sponsor and our officers and directors agreed not to transfer, assign or sell any Vine Hill Class B Shares held by them until 180 days after completion of the Business Combination. Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor with respect to any Vine Hill Class B Shares and (2) pursuant to a letter agreement entered into with us, our sponsor agreed not to transfer, assign or sell any Vine Hill Private Warrants and the Vine Hill Class A Shares underlying such warrants until 30 days after the completion of the Business Combination. We refer to such transfer restrictions as the lock-up. Notwithstanding the foregoing, if we complete a liquidation, merger, share exchange, reorganization or other similar transaction after the Business Combination that results in all of the Vine Hill Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property, the Vine Hill Class B Shares will be released from the lock-up. Since our sponsor, members of our management team may directly or indirectly own ordinary shares and warrants following the Vine Hill IPO, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate the Business Combination.

• Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following the Business Combination and as a result, may cause them to have conflicts of interest in determining whether to proceed with a particular business combination.

• Our key personnel may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such key personnel was included by a target business as a condition to any agreement with respect to our initial business combination.

• The Sponsor and members of our management team will directly or indirectly own our securities following the Vine Hill IPO and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Upon the closing of the Vine Hill IPO, our sponsor will have invested in us an aggregate of $5,525,000, comprised of the $25,000 purchase price for the Vine Hill Class B Shares (or approximately $0.003 per share) and the $5,500,000 purchase price for the Vine Hill Private Warrants (or $1.00 per warrant), which may be exercised on a cashless basis. Accordingly, our management team, which owns interests in our sponsor, may be more willing to pursue a business combination with a riskier or less-established target business than would be the case if our sponsor had paid the same per share price for the Vine Hill Class B Shares as the Vine Hill Public Shareholder paid for their Vine Hill Public Shares and if our sponsor were required to pay cash to exercise the Vine Hill Private Warrants.

198

Table of Contents

• Certain members of our management team will receive compensation upon consummation of the Business Combination and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such compensation will not be received unless we consummate such business combination.

• In the event the Sponsor or members of our management team provide loans to us to finance transaction costs or out-of-pocket reimbursement of expenses, in connection with an intended initial business combination and/or incur expenses on our behalf in connection with an initial business combination, such persons and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such loans may not be repaid and/or such expenses may not be reimbursed unless we consummate such business combination.

• Similarly, if we agree to pay our sponsor or a member of our management team a finder’s fee, advisory fee, consulting fee or success fee in order to effectuate the completion of the Business Combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as any such fee may not be paid unless we consummate such business combination.

• We are not prohibited from pursuing an initial business combination with a company that is affiliated with our Sponsor, directors or members of our management team; accordingly, such affiliated person(s) they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such affiliated person(s) would have interests different from the Vine Hill Public Shareholders and would likely not receive any financial benefit unless we consummated such business combination.

The conflicts described above may not be resolved in our favor.

Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties:

Individual(1)		Entity		Entity’s Business		Affiliation
Dean Seavers		CenterPoint Energy, Inc.		Electric Services		Director
		Albemarle Corporation		Manufacturing		Director
		Ametek, Inc.		Manufacturing		Director
Nicholas Petruska		Vine Hill Capital Sponsor I LLC		SPAC Sponsorship		Managing Member
Daniel Zlotnitsky		N/A		N/A		N/A
Gregory Ethridge		N/A		N/A		N/A
John Adams		CMD Global Partners		Investment Bank		Founding Partner

____________

(1) Each of the entities listed in this table may have competitive interests with our company with respect to the performance by each individual listed in this table of his or her obligations.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with members of our management team. In the event we seek to complete our initial business combination with a business that is affiliated with members of our management team, we or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority or FINRA or from an independent registered public accounting firm, that such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.

In addition, our sponsor or any of its affiliates or any of their respective investors, may make additional investments in Vine Hill in connection with the initial business combination, although our sponsor and its affiliates have no obligation or current intention to do so. If our sponsor or any of its affiliates elects to make additional investments, such proposed investments could influence our sponsor’s motivation to complete an initial business combination.

199

Table of Contents

Further, in order to facilitate our initial business combination, including any related financing, our Sponsor may surrender or forfeit, transfer or exchange our Founder Shares, Private Placement Vine Hill Units or any of our other securities including for no consideration, as well as subject any such securities to earn-outs or other restrictions or otherwise amend the terms of any such securities or enter into any other arrangements with respect to any such securities.

In the event that we submit the Business Combination to the Vine Hill Public Shareholders for a vote, the Sponsor and our officers and directors have agreed to vote any Founder Shares and any Vine Hill Public Shares held by them in favor of the Business Combination and our officers and directors also have agreed to vote Vine Hill Public Shares purchased by them (if any) during or after the Vine Hill IPO (including in open market and privately-negotiated transactions) in favor of our initial business combination (except that any Vine Hill Public Shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business combination transaction).

Limitation on Liability and Indemnification of Officers and Directors

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, civil fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association provides for indemnification by us of our officers and directors to the fullest extent authorized by law, as it now exists or may in the future be amended.

We have entered into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our amended and restated memorandum and articles of association. Our amended and restated memorandum and articles of association also permits us to maintain insurance on behalf of any officer, director or employee for any liability arising out of his or her actions.

We have obtained a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

These provisions may discourage shareholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

In connection with this registration statement, we have undertaken that insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Clawback Policy

The SEC adopted final rules implementing the incentive-based compensation recovery provisions of the Dodd-Frank Act and Nasdaq has adopted listing standards consistent with the SEC rules. In compliance with those standards, we have adopted an incentive compensation recoupment policy or “clawback” policy, which applies to our executive officers, within the meaning of Section 10D of the Exchange Act and Rule 10D-1 promulgated thereunder, who were employed by Vine Hill or a subsidiary of Vine Hill during the applicable recovery period. Under the policy, in the event that the financial results upon which a cash or equity-based incentive award was predicated become the subject of a financial restatement that is required because of material non-compliance with financial reporting requirements, the Compensation Committee will conduct a review of awards covered by the policy and recoup any

200

Table of Contents

erroneously awarded incentive-based compensation to ensure that the ultimate payout gives retroactive effect to the financial results as restated. The policy covers any cash or equity-based incentive compensation award that was paid, earned or granted to a covered officer during the last completed three fiscal years immediately preceding the date on which Vine Hill is required to prepare the accounting restatement.

Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

We do not grant equity awards to our executive officers or other employees of Vine Hill and therefore do not have a policy regarding the timing of grants of option awards in relation to the disclosure of material non-public information by Vine Hill.

201

Table of Contents

VINE HILL’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of Vine Hill’s financial condition and results of operations of Vine Hill Capital Acquisition Corp. (for purposes of this section, “Vine Hill”, “we,” “us” and “our”) should be read in conjunction with the unaudited condensed consolidated financial statements of Vine Hill as of and for the three and nine months ended September 30, 2025 and the audited financial statements of Vine Hill as of and for the year ended December 31, 2024, and the notes thereto, contained elsewhere in this proxy statement/prospectus. This discussion contains forward-looking statements reflecting our current expectations, estimates and assumptions concerning events and financial trends that may affect our future operating results or financial position. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” appearing elsewhere in this proxy statement/prospectus.

Overview

We are a blank check company incorporated as a Cayman Islands exempted company on May 24, 2024, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. We have reviewed a number of opportunities to enter into an initial business combination with one or more operating businesses and entered into the Business Combination Agreement on September 8, 2025. We intend to effectuate the Business Combination using cash from the proceeds of the Vine Hill IPO and the sale of the Vine Hill Private Warrants, the proceeds of the sale of our securities in connection with the Business Combination (pursuant to any forward purchase agreements, backstop or similar agreements we may enter into following the consummation of the Business Combination or otherwise) and the proceeds of the sale of our shares, debt or a combination of cash, equity and debt.

As of September 30, 2025, we had approximately $431,000 of cash and cash equivalents and negative working capital of approximately $601,000 (which includes approximately $847,000 of deferred compensation that is not payable until the Closing).

As of December 31, 2024, we had approximately $1,088,000 of cash and cash equivalents and approximately $1,218,000 of working capital (excluding approximately $253,000 of deferred compensation that is not payable until the Closing).

Further, we expect to incur significant costs in the pursuit of our acquisition and financing plans. We cannot assure you that our plans to raise capital or to complete the Business Combination will be successful.

Results of Operations and Known Trends or Future Events

We have neither engaged in any operations nor generated any revenues to date. All activity for the period from May 24, 2024 (inception) through September 30, 2025, relates to our formation and the Vine Hill IPO and, subsequent to the Vine Hill IPO, identifying and completing the Business Combination. We will not generate any operating revenues until after completion of the Business Combination. We generate non-operating income in the form of interest or dividend income on cash and cash equivalents. We incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for expenses related to efforts to identify and evaluate target businesses, complete due diligence and preparation of necessary agreements and disclosures.

Loss from operations — The operating costs incurred in the three and nine months ended September 30, 2025 consist of Business Combination costs of approximately $1,358,000 and $1,539,000, respectively, executive and director compensation and fees paid to our Sponsor for administrative services aggregating approximately $327,000 and $981,000, respectively (approximately $198,000 and $594,000, respectively, of which is payable upon the Closing) as well as approximately $145,000 and $407,000, respectively, of professional costs, insurance and fees and other costs associated with our financial reporting and operations as a public company.

The operating costs incurred in the three months ended September 30, 2024 and the period from May 24, 2024 (inception) to September 30, 2024 consist primarily of approximately $150,000 and approximately $191,000, respectively of professional fees, insurance and costs associated with our financial reporting as well as, subsequent to the Vine Hill IPO, executive and director compensation and fees paid to our Sponsor for administrative services aggregating approximately $91,000, approximately $55,000 of which is payable upon the Closing.

202

Table of Contents

Other income — Other income for the three and nine months ended September 30, 2025 consisted of approximately $2,415,000 and $7,190,000, respectively, and approximately $759,000 for each of the periods ended September 30, 2024, of interest income primarily resulting from the trust account.

Other income for the period from inception (May 24, 2024) to December 31, 2024, includes approximately $3,194,000 and $16,000, respectively, for interest income on the trust account and on our operating cash. Other income during the period also includes a credit of approximately $136,000 for the reversal of the portion of the overallotment liability representing the portion of the overallotment option not exercised.

Liquidity and Capital Resources

Our liquidity needs have been satisfied prior to the completion of the Vine Hill IPO through receipt of $25,000 from the sale of the Vine Hill Class B Shares and approximately $209,000 drawn down on an up to $300,000 in loans that were available from our Sponsor under an unsecured promissory note. In September 2024, we closed on the Vine Hill IPO and the underwriters’ partial exercise of their over-allotment option. In connection with the closing of the Vine Hill IPO, the approximately $209,000 drawn down under the unsecured promissory note was repaid in full. The net proceeds from the sale of the Vine Hill Units, including the underwriters’ partial exercise of 2,000,000 of their 3,000,000 unit over-allotment option, and the sale of the Vine Hill Private Warrants for an aggregate purchase price of $5,500,000, after deducting offering expenses of approximately $1,000,000 and underwriting commissions of $4,000,000 (excluding deferred underwriting commissions incurred of $7,700,000, including the partial exercise of the over-allotment option), were approximately $222,500,000, including reimbursement from the underwriters. $221,100,000 was deposited in the Trust Account, which includes the deferred underwriting commissions described above. The funds in the Trust Account are to be (i) invested only in cash or U.S. government treasury bills with a maturity of 185 days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940 and that invest only in direct U.S. government obligations and/or (ii) deposited in an interest-bearing demand deposit account at a U.S.-chartered commercial bank with consolidated assets of $100 billion or more.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of permitted withdrawals), if any, to complete the Business Combination. We are considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and are presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, we do not expect to have annual income tax obligations on the amount of interest and other income earned on the amounts held in the Trust Account. If there were any taxes payable, we would expect to pay them out of the funds in the Trust Account. To the extent that our equity or debt is used, in whole or in part, as consideration to complete the Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Prior to the completion of the Business Combination, our principal use of working capital will be to fund our activities to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination. We also have ongoing professional and other costs to maintain our reporting, listing, compliance and administrative requirements of being a publicly traded company.

In addition, we may pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a down payment or to fund a “no-shop” provision (a provision designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed Business Combination, although we do not have any current intention to do so. If we entered into an agreement where we paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a “no-shop” provision would be determined based on the terms of the specific Business Combination and the amount of our available funds at the time. Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target businesses.

In order to finance transaction costs in connection with the Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our directors and officers may, but are not obligated to, loan us funds as may be required. In the event that the Business Combination does not close, we may use a portion of the working capital held outside

203

Table of Contents

the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. We do not expect to seek loans from parties other than our Sponsor, an affiliate of our Sponsor or our officers and directors, if any, as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

We may obtain financing prior to the closing of the Business Combination to fund our working capital needs and transaction costs in connection with completion of the Business Combination. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with the Business Combination, any backstop or similar agreements we may enter into or otherwise. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of the Business Combination. If we are unable to complete the Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following the Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Liquidity and Capital Resources; Going Concern

During September 2024, we closed on the Vine Hill IPO and the simultaneous sale of Vine Hill Private Warrants resulting in an increase in our liquidity. As of September 30, 2025, we had cash and cash equivalents of approximately $431,000 and working capital of approximately $601,000 (which includes $847,000 of deferred compensation that is not payable until closing of the Business Combination). As of the date of this proxy statement/prospectus, there is an outstanding working capital loan from the Sponsor in the aggregate principal amount of $540,000, which will be forgiven and cancelled for no consideration prior to the effective time of the SPAC Merger.

As of December 31, 2024, we had cash and cash equivalents balance of approximately $1,088,000 and working capital of approximately $1,218,000 (excluding approximately $253,000 of deferred compensation that is not payable until the closing of the Business Combination).

Further, we have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. These conditions indicate that we need additional working capital. In addition, if we cannot complete the Business Combination before June 9, 2026, we could be forced to wind up our operations and liquidate unless we receive an extension approval from our shareholders. In connection with our assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” as of September 30, 2025, we have concluded that these conditions raise substantial doubt about our ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. Our plan to deal with this uncertainty is to work closely with vendors and service providers to preserve cash and to complete the Business Combination prior to the time required for completion in June 2026 or to seek additional working capital from our Sponsor and/or external financing sources to the extent necessary. There is no assurance that our plans to consummate the Business Combination, work with creditors to preserve cash and to receive loans, if available, from our Sponsor and/or external financing sources will be successful or successful within the required timeframe. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Off-Balance Sheet Financing Arrangements

As of September 30, 2025, we have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or entered into any agreements for non-financial assets.

204

Table of Contents

Contractual Obligations

As of September 30, 2025, we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities. In connection with the Vine Hill IPO, we entered into an Administrative Support Agreement with an affiliate of our Sponsor pursuant to which we pay such affiliate $10,000 per month for office space, utilities and secretarial and administrative support.

Also, commencing on September 6, 2024, the date our securities were first listed on Nasdaq, we have agreed to compensate each of its Chief Executive Officer and Chief Financial Officer $33,000 per month for their services prior to the consummation of the Business Combination, of which $16,500 per month would be payable on a current basis and the balance would be payable upon the completion of the Business Combination. In addition, we agreed to pay our Executive Director fees of $33,000 per month prior to the consummation of the Business Combination, all of which would be payable upon the completion of the Business Combination.

Critical Accounting Estimates

The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates.

Our management does not believe that we have any critical accounting estimates.

205

Table of Contents

INFORMATION ABOUT COINSHARES

Unless otherwise indicated or the context otherwise requires, references in this section to “CoinShares,” “we,” “us,” “our,” and other similar terms refer to CoinShares International Limited and its subsidiaries prior to the Business Combination and refer to Holdco (including CoinShares International Limited) and its subsidiaries immediately following the consummation of the Business Combination. See page vi for a glossary of certain terms used throughout this section.

Overview

We are a global, institutional-grade digital asset manager with a leading position in Europe and a growing presence in the United States. We design, issue, and distribute a comprehensive range of investment products, including synthetically backed, physically backed and staked ETPs and index-tracking ETFs, as well as actively managed strategies, that provide investors with transparent, tax-aware and operationally robust exposure to digital assets. Strategically positioned at the intersection of traditional finance and blockchain innovation, CoinShares facilitates the adoption of digital assets through our two core operating segments: Asset Management and Capital Markets.

We rank among the top four managers globally by crypto ETP assets under management (“AUM”), including household names like BlackRock, Fidelity and Grayscale, and hold the #1 market share position in EMEA (approximately 34% market share by AUM as of June 30, 2025) (Source: Trackinsight, as of July 3, 2025). As of August 31, 2025, we managed approximately $9.1 billion in AUM. We are experiencing a period of significant growth with AUM more than tripling over the last two years, from approximately $2.62 billion, as of the end of the third quarter of 2023, to approximately $8.05 billion, as of the end of the second quarter of 2025 through strong investor inflows, supportive digital asset pricing and successful new product launches.

____________

(1) Including $0.65bn seed AUM for CoinShares Physical and $0.55bn seed AUM for CoinShares Valkyrie.

(2) Represents ARK 21Shares Bitcoin ETF.

(3) Including significant seed capital (i.e., AUM with discounted management fees).

(4) Including $0.4bn AUM from VanEck Crypto and Blockchain Innovators.

Data provided by Trackinsight as of 7/3/2025.

Since our founding in 2014, we have focused on building the infrastructure and product suite necessary to support institutional engagement with digital assets. Recognizing early the transformative potential of blockchain technology, CoinShares pioneered the first regulated Bitcoin hedge fund and acquired the world’s first crypto ETP in 2016. These milestones laid the foundation for our asset management and capital markets platforms designed to promote responsible, regulatory compliant access to the digital asset ecosystem.

206

Table of Contents

Our business model blends recurring asset-management fees with yield generated from our capital markets platform. Management fees generated through our Asset Management business have historically averaged ~1.7% of AUM on an LTM basis. Capital Markets generates additional yield (~0.8% on an LTM basis) through staking, lending, liquidity provisioning and non-directional arbitrage, primarily on unencumbered collateral.

____________

(1) Yields are expressed in LTM Revenue on LTM average Gross AUM (including seed AUM).

(2) Capital Markets include Staking, Lending, DNTS and others

(3) Capital Markets utilizes a portion of the full asset base to generate its yield, however that portion fluctuates directionally with changes in overall AUM resulting in the experienced general stability in yield relative to AUM.

Despite evolving AUM, dynamic digital asset prices, and mix shift amongst asset management product offerings, both Asset Management and Capital Markets yields have historically remained relatively steady over time across market cycles and various capital market backdrops.

Our Asset Management division offers a comprehensive range of investment products, including synthetically backed, physically backed and staked ETPs, index-tracking ETFs, and actively managed strategies. Our Asset Management division spans multiple platform brands, including XBT Provider, CoinShares Physical, BLOCK Index, and Valkyrie, which are distributed across major global exchanges and platforms in Europe, the United States, and Asia. As of August 31, 2025, we manage approximately $9.1 billion in AUM.

____________

(1) AUM as of the last day of each quarter.

(2) Including $0.65bn seed AUM for CoinShares Physical and $0.55bn seed AUM for CoinShares Valkyrie.

Our Capital Markets division complements our Asset Management business by providing staking and lending, liquidity provisioning, proprietary non-directional trading and execution capabilities. We manage over $1.3 billion in staked assets and operate more than 12,000 validators, executing hundreds of thousands of orders daily across 16+ market connections. These capabilities support both product innovation and operational excellence, reinforcing our position as a trusted partner to institutional allocators, asset managers, financial platforms, intermediaries and self-directed investors.

Our platform is built on a foundation of regulatory rigor and risk management. We operate through regulated entities across key jurisdictions and maintain relationships with leading custodians, exchanges, and infrastructure providers. Our co-founding of Komainu in 2018, a regulated digital asset custodian, alongside Nomura and Ledger exemplifies our commitment to institutional-grade governance and compliance.

While our primary focus is expanding our digital asset investment platform, we also explore strategic opportunities and product innovation through mergers and acquisitions. The acquisitions of XBT Provider (2016), the BLOCK Index business (2021), Napoleon Asset Management (2022), and Valkyrie Funds (2024) reflect a disciplined approach to scaling our business by acquiring both performing and turnaround assets. These acquisitions have strengthened our distribution footprint and broadened our product offerings, positioning us to capture growing demand across global markets.

207

Table of Contents

Our business model generates high-margin, uncorrelated cash flows through management fees, staking rewards, lending income, and trading spreads. In fiscal year 2024, we achieved an attractive gross margin and profit margin (as measured by Total Comprehensive Income), underscoring the scalability and resilience of our operations.

Taken together, our deep industry expertise and robust infrastructure create powerful synergies across our business lines. As institutional adoption accelerates and digital assets become increasingly integrated into traditional finance, we are positioned to leverage our strong foothold in Europe and growing presence in the United States to lead the next chapter of growth in the global digital economy.

ETP Overview

Our ETPs are designed to provide secure, transparent, and regulated access to digital assets through traditional investment channels. As digital assets become increasingly integrated into global financial markets, we are at the forefront of delivering innovative ETPs that serve as a bridge between blockchain-based finance and conventional portfolio management. Our ETPs offer exposure to a wide range of digital asset themes, including single-asset products like Bitcoin and Ethereum, as well as diversified and thematic baskets, enabling investors to participate in the digital asset economy with confidence and clarity. Our ETPs have resulted in a diversified, growing base of AUM earning us a steady yield on assets.

Our Asset Management business has proved resilient in both robust and challenging environments. We continue to attract net inflows overall, across a diversified product offering. Our growth is primarily driven by strong AUM expansion and stability in the underlying blended fee as newer offerings continue to gain traction and gradually replace legacy products. One such legacy platform is XBT Provider, CoinShares’ original suite of exchange-traded notes (“ETNs”) that pioneered crypto ETPs in Europe. We have successfully diversified our business away from a “single-product” (XBT Provider was 100% of AUM in 2021) to a 32-product suite. CoinShares Physical is our fastest-growing product, with 5.4x revenue growth from 2023 through Q2 2025 as investors seek regulated, physically backed products.

____________

(1) Including $0.65bn seed AUM for CoinShares Physical and $0.55bn seed AUM for CoinShares Valkyrie.

(2) Global Blended Fees are expressed in LTM Revenue on LTM average Gross AUM (including Seed AUM).

(3) AUM as of August 31, 2025.

208

Table of Contents

Trends Driving Adoption of Digital Asset ETPs

In addition to the core benefits of liquidity, transparency, and operational simplicity, several key trends are accelerating the adoption of digital asset ETPs:

• Blockchain and Market Infrastructure Maturity:    The evolution of blockchain technology and supporting infrastructure has enabled the creation of institutional-grade products that meet the operational and compliance needs of asset managers and financial institutions. This progress has been reinforced by recent regulatory developments in the United States, notably the adoption of the Guiding and Establishing National Innovation for U.S. Stablecoins Act (the “Genius Act”), which provides clear guidance on payment stablecoins, and the Digital Asset Market Clarity Act of 2025 (the “Clarity Act”), which establishes a framework for crypto market structure. We have actively contributed to this dynamic, volunteering insights to the SEC’s Crypto Task Force, particularly around the operational use of stablecoins for settlement and margining.

• Regulatory Clarity and Institutional Acceptance:    Regulatory frameworks in Europe, the United States, and other jurisdictions are increasingly recognizing digital assets as investable instruments. Our ETPs are issued under robust regulatory regimes, including the Prospectus Regulation and Markets in Financial Instruments Directive II (“MiFID II”) in Europe. In the United States, recent changes, such as the recent executive order expanding 401(k) investment options to include digital assets held in actively managed investment vehicles, create opportunities for substantial AUM flows. In the EU, potential regulatory changes are under discussions that could open the European Life Insurance and UCIT market to digital assets (akin to the 401(k) in the United States). According to the 2025 Institutional Investor Digital Asset Survey conducted by Coinbase and EY-Parthenon, a survey of 352 global decision-makers from different institutional investor segments prioritizing firms with >$1 billion of AUM (the “2025 Survey”), 57% of institutional investors identified regulatory clarity as the top catalyst for digital asset industry growth, with 60% expecting increased investor interest following the 2024 U.S. Presidential Election.

• Portfolio Diversification and Risk Management:    Digital assets offer unique diversification benefits due to their low correlation with traditional asset classes. Our ETPs allow investors to incorporate this diversification into their portfolios. Currently, digital asset ETPs represent 0.1% of global investment portfolios; however, 59% of the respondents to the 2025 Survey plan to allocate over 5% of their AUM to digital assets, with U.S. respondents showing even higher intent. This guidance suggests that the current optimal portfolio allocation for digital assets is aligned at ~5.0%, with U.S. hedge fund manager Ray Dalio of Bridgewater Associates recommending about 15% portfolio allocation towards Bitcoin or gold as a hedge against rising U.S. debt, inflation and currency devaluation.

• Growing Demand for Digital Asset Exposure:    Institutional and retail investors alike are seeking regulated, exchange-listed products to gain exposure to digital assets. ETPs provide a familiar and efficient structure for accessing this emerging asset class. The 2025 Survey revealed that 60% of investors prefer gaining crypto exposure through registered investment vehicles, and 68% expressed interest in new spot ETPs for diversified multi-token strategies.

CoinShares’ Role in Driving ETP Adoption

We are the European leader in digital asset investment products, with a long-standing track record of innovation and regulatory compliance. Our ETP platform includes:

• Single-Asset ETPs:    Offering direct exposure to leading digital assets such as Bitcoin (“BTC”), Ethereum (“ETH”), and Solana (“SOL”), backed by physical holdings and issued under transparent and regulated structures — with further enhancement from staking when and where it is available.

209

Table of Contents

• Thematic and Basket ETPs:    Providing diversified exposure to sectors such as decentralized finance, smart contract platforms, and blockchain infrastructure, enabling investors to capture broader trends within the digital asset ecosystem.

Our approach to ETPs is built on three pillars:

• Technology and Product Innovation:    We continuously invest in product development to simplify access to digital assets, enhance transparency, and improve operational efficiency. Our ETPs are listed on major European (Xetra, Nasdaq OMX, Euronext Paris, Amsterdam, Six, LSE) and American (Nasdaq) exchanges and supported by robust custody (Komainu, Zodia) and liquidity arrangements.

• Distribution and Accessibility:    Our ETPs are available through leading brokerage platforms, intermediaries and financial institutions, making them accessible to a wide range of global investors.

• Regulatory and Risk Management Excellence:    We operate under stringent regulatory oversight and maintain rigorous risk management practices, ensuring that our products meet the highest standards of investor protection and market integrity.

We are committed to shaping the future of digital asset investing by delivering high-quality, regulated ETPs that empower investors to participate in the blockchain economy with confidence.

210

Table of Contents

Industry Overview and Trends

The global financial system remains burdened by legacy infrastructure, fragmented data silos, and costly intermediaries. Traditional finance relies on a complex network of custodians, clearinghouses, and market makers, often constrained by manual processes, limited operating hours, and slow settlement cycles. These inefficiencies have created demand for more agile, transparent, and programmable financial systems.

Blockchain technology and digital assets have emerged as foundational innovations addressing these limitations. By enabling decentralized, always-on networks, blockchain allows for faster, cheaper, and more secure transfer of value and data. We are at the forefront of this transformation, offering regulated investment products that provide institutional-grade access to the digital asset economy. As tokenization gains traction (particularly in areas like private equity, real estate and credit markets), we are closely monitoring its impact, recognizing the potential for tokenized assets to unlock new liquidity channels and reshape traditional portfolio construction.

Limitations of Traditional Finance

Cross-border payments, asset transfers, collateral management and settlements are often slow and expensive due to the involvement of multiple intermediaries and archaic systems which introduce delays and additional costs. The financial infrastructure supporting these transactions is highly fragmented, with institutions operating in isolated ecosystems that require manual reconciliation and expose participants to increased counterparty risk.

Moreover, innovation in financial services remains constrained, as many fintech solutions are built on top of legacy systems, limiting their ability to address the fundamental inefficiencies of the traditional financial architecture. Nonetheless, recent pushes towards tokenization, for instance from Robinhood, reflect a strategic effort to reduce reliance on legacy infrastructure.

Blockchain as a New Financial Paradigm

Decentralized consensus mechanisms significantly reduce transaction costs by eliminating the need for intermediaries, allowing participants to coordinate directly and operate continuously, without the constraints of traditional market hours.

Blockchain networks also offer a secure and efficient way to validate data, with distributed ledgers that maintain tamper-resistant records of ownership and transactions — applicable not only to currencies but also to identity, intellectual property, and other digital and real-world assets. This technological foundation enables the emergence of new business models, including DeFi, tokenization, and programmable assets, which collectively foster innovation and broaden access to financial services.

Key Use Cases Driving Adoption

• Payments and Settlement:    Stablecoins such as USDC and EURC facilitate near-instant, low-cost global transactions, combining digital asset efficiency with fiat stability.

• Tokenization of Real-World Assets (RWAs):    Assets like private equity, real estate, and credit funds are increasingly represented as blockchain-based tokens, enhancing liquidity and transparency.

• Consumer and Media Applications:    Loyalty programs, gaming assets, and creator IP rights are being reimagined through tokenization and decentralized platforms.

• Decentralized Infrastructure (“DePIN”):    Blockchain networks incentivize distributed infrastructure for AI, data storage, and identity management.

• AI Integration:    Blockchain provides verifiable data and financial rails for autonomous AI agents, enabling secure and programmable interactions in digital economies.

The digital asset economy is supported by native tokens and we provide a simple bridge for investors seeking to invest in the ecosystem.

211

Table of Contents

Institutionalization of Digital Assets

Institutional investors are increasingly viewing digital assets not as speculative instruments but as strategic components of diversified portfolios. Adoption of digital assets is accelerating among institutional investors, driven by regulatory clarity and demand for risk-adjusted returns. According to the 2025 Survey, 86% of institutional investors either already have exposure to digital assets or plan to allocate capital to them in 2025, reflecting a broad-based recognition of digital asset’s role in modern asset allocation. Moreover, 59% of these investors intend to allocate more than 5% of their total AUM into digital asset-related products, signaling a meaningful shift in capital flows toward the sector (today 0.1% of global investment portfolios are held in crypto ETPs).

Among the available investment vehicles, ETPs have emerged as the preferred gateway, offering regulated, transparent, and liquid access to digital assets. In fact, 87% of investors plan to gain exposure via direct crypto holdings or spot ETPs, and 60% of these asset managers express a preference for registered investment vehicles, underscoring the growing demand for compliant and institutionally suitable products that eliminate custody, tax and operational constraints of direct token ownership. These trends collectively reflect a growing consensus that digital assets are becoming a core, long-term allocation within institutional portfolios and that ETPs are a preferred investment vehicle.

We are well-positioned to serve this demand through our regulated ETP platforms, diversified product suite, and deep connectivity with custodians, exchanges, and market makers.

Market Growth and Regulatory Tailwinds

The crypto ETP market is experiencing exponential growth:

• Global cumulative net flows into crypto spot ETPs reached $110 billion by mid-2025, according to Trackinsight (as of July 3, 2025).

• Regulatory frameworks such as Markets in Crypto-Assets Regulation (“MiCA”) in Europe and ETF approvals in the United States, UAE, and Asia are unlocking new investor segments.

• CoinShares Asset Management became the first continental European regulated asset manager to receive MiCA authorization.

• Based on our management’s estimates, we project the total addressable market (“TAM”) for crypto ETPs has the potential to reach $50 billion in annual revenue, based on conservative allocation assumptions across global AUM, growing ~50x from ~$1.1 billion today representing a significant opportunity for incumbent market leaders like CoinShares. In determining TAM for crypto ETPs, our management assumed the factors noted under “— Expanding Market Size” below.

Our leadership in EMEA and expansion into the U.S. position us to capture a significant share of this growth.

Expanding Market Size

As of December 31, 2024, global investment portfolios stood at $136 trillion, and are projected to grow at 5.9% annually, reaching $192 trillion by 2030. Within this landscape, the allocation to crypto ETPs is expected to increase dramatically:

• Crypto ETP AUM:    We expect Crypto ETP AUM to increase from $150 billion (at 0.1% allocation) today to $3.4 trillion (at 2.5% allocation) and potentially $6.8 trillion (at 5.0% allocation).

• Revenue Market Size:    Management estimates revenue market size to grow from $1.1 billion to $25 billion, and potentially $50 billion.

212

Table of Contents

____________

(1) The total AUM as of 12/31/2024 is estimated by applying the 2023-28 AUM CAGR (base case, +5.9%) to the total AUM as of 12/31/2023 ($129tn).

(2) Guided by the 2025 Survey.

(3) Implicitly assumes increases in the overall market capitalization of digital assets as capital allocation increases towards the sector.

(4) Not adjusted for seed capital (i.e., AUM with discounted management fees).

(5) Excluding revenue derived from staking activities.

Data provided by Trackinsight as of 12/31/2024; PwC Asset and Wealth Management Revolution 2024; Flow Traders Crypto ETP Report 2024; Bloomberg Asset Allocation for Alternatives: Commodities & Crypto 2024; WisdomTree; Morningstar; Forbes; and 2025 Survey.

Growth Drivers

The rapid expansion of the digital asset ETP market is underpinned by a fundamental shift in investor behavior, coupled with a set of powerful structural drivers that are reshaping the global financial landscape. We are well-positioned to benefit from these trends, which are accelerating the institutionalization and mainstream adoption of crypto assets through regulated investment vehicles.

213

Table of Contents

Positive Market Sentiment

Investor sentiment toward digital assets remains strongly optimistic, reinforcing the momentum behind ETP inflows. According to the 2025 Survey, 79% of investors expect crypto prices to rise over the next 12 months, driven by macroeconomic factors, technological innovation, and increasing adoption. Furthermore, 68% of investors identify crypto as the most attractive asset class for risk-adjusted returns, ahead of traditional alternatives such as commodities or private equity. This conviction is fueling continued interest in crypto ETPs, which offer a regulated and efficient means of capturing upside potential while managing downside risk. The combination of positive price expectations and favorable return profiles is a powerful catalyst for sustained growth in the ETP market.

Structural Drivers of Growth

Beyond investor sentiment and allocation trends, several structural forces are driving the long-term expansion of the crypto ETP market:

• Regulatory Derisking:    The global regulatory environment is becoming increasingly constructive, with clearer frameworks emerging in key jurisdictions such as the United States, Europe, APAC, and the Middle East. These developments are reducing compliance uncertainty and enabling broader institutional participation in digital asset markets.

• Market Maturation:    The digital asset ecosystem is maturing rapidly, with rising liquidity, improved accessibility, and the development of institutional-grade infrastructure. Custody solutions, trading platforms, and data services are now meeting the standards required by professional investors, facilitating deeper integration of crypto into traditional financial structures.

• Product Expansion:    Institutional demand is driving the creation of new ETPs that offer exposure to a wide range of digital asset themes — from single-asset products like Bitcoin and Ethereum to diversified baskets and staking-enabled instruments. This expansion is broadening the appeal of crypto ETPs and enabling more tailored investment strategies.

• Strategic Reserves:    Governments and corporations are beginning to explore the creation of strategic Bitcoin reserves, a development that could further legitimize digital assets as sovereign and corporate stores of value. Such moves would not only validate the asset class but also create new sources of demand and institutional engagement.

Together, these drivers form a robust foundation for the continued growth of the digital asset ETP market. We, with our deep expertise, regulatory footprint, and commitment to product innovation, are ideally positioned to lead and shape this evolution.

CoinShares Solutions

CoinShares is a global, institutional-grade digital asset manager with a leading position in Europe and a growing presence in the United States. We design, issue and distribute regulated ETPs and related investment solutions that provide investors with transparent, tax-aware and operationally robust exposure to digital assets. Strategically positioned at the intersection of traditional finance and blockchain innovation, CoinShares facilitates the adoption of digital assets by institutional investors through our two core operating segments: Asset Management and Capital Markets.

Founded in 2014, we were among the first to recognize the transformative potential of blockchain technology. We launched the first regulated Bitcoin hedge fund and acquired the world’s first crypto ETP, laying the foundation for a platform built on regulatory compliance, product innovation, and institutional-grade infrastructure. Today, we rank among the top four managers globally by crypto ETP AUM and hold the #1 market share position in EMEA (approximately 34%). As of August 31, 2025, we managed approximately $9.1 billion in AUM.

214

Table of Contents

Operating Segments

____________

(1) Including $0.65bn seed AUM for CoinShares Physical and $0.55bn seed AUM for CoinShares Valkyrie.

(2) Revenue as presented in CoinShares’ financial statements reflects management fees generated by CoinShares’ Asset Management business unit, while gains and income generated by CoinShares’ Capital Markets business unit manifest as other income/gains. Share of Q2 2025 LTM revenue from Asset Management (64.6%), Lending & Staking (18.0%), and Capital Markets (17.4%) excluding the revenue of $1.5m in Principal Investments and Treasury Gains of $7.8m.

(3) Data as per charts set forth under “— Overview” above reflecting “CoinShares Yield on Assets” and “CoinShares AUM.”

(4) Capital Markets utilizes a portion of the full asset base to generate its yield, however that portion fluctuates directionally with changes in overall AUM.

Asset Management

CoinShares’ Asset Management division offers a comprehensive range of investment products, including synthetically and physically-backed ETPs, staked ETPs, index-tracking ETFs, and actively managed strategies. Our Asset Management division spans multiple platform brands, including XBT Provider, CoinShares Physical, BLOCK Index, and Valkyrie, which are distributed across major global exchanges and platforms in Europe, the United States, and Asia. As of August 31, 2025, CoinShares manages approximately $9.1 billion in assets across our platform. Our product suite includes:

• XBT Provider:    Legacy ETNs offering exposure to BTC and ETH in Swedish Krona (“SEK”) and the Euro (“EUR”).

• CoinShares Physical:    A fast-growing platform offering physically-backed and staked ETPs (16 digital assets tracked in total).

• BLOCK Index:    A proprietary equity index tracking listed companies that participate in the blockchain or cryptocurrency ecosystem, distributed via Invesco and rebalanced quarterly. It serves as the benchmark for the Invesco CoinShares Global Blockchain UCITS ETF, a passively managed fund which aims to provide the performance of the index, less the impact of fees.

• Valkyrie:    U.S.-based ETFs acquired in 2024, including spot BTC, futures-based, and mining equity strategies.

215

Table of Contents

These products are distributed through platforms such as Nasdaq Stockholm, SIX Swiss Exchange, XETRA, Euronext, and U.S. brokerages including Fidelity and Charles Schwab.

CoinShares Asset Management business has proved resilient in both robust and challenging environments. We continue to attract net inflows overall, across a diversified product offering. Growth is driven by strong AUM expansion and stability in blended fee as alternate products take share from XBT Provider. We have successfully diversified our business away from a “single-product” (XBT Provider was 100% of AUM in 2021) to a 32-product suite. CoinShares Physical is the fastest-growing product, with 5.4x revenue growth from 2023 through Q2 2025 as investors seek regulated, physically backed products.

XBT Provider, a wholly owned subsidiary of CoinShares, is the issuer of the XBT Notes issued under the XBT Note Program. Holders of the XBT Notes are exposed to the credit risk of XBT Provider as issuer and to CSCM, as guarantor. Holders of the XBT Notes have no contractual or other recourse to CoinShares International Limited or any other member of the CoinShares group.

The XBT Notes and the guarantee constitute unsecured and unsubordinated obligations and do not benefit from any security, collateral or priority over the assets of XBT Provider or CSCM. In the event of the insolvency or similar proceedings of XBT Provider or CSCM, holders of the XBT Notes would rank as general unsecured creditors and may recover less than the full amount of their investment, or nothing at all, regardless of the performance of the underlying digital assets.

XBT Provider’s ability to meet its obligations to noteholders is dependent on CSCM’s financial health and adherence to the terms of the CMA, and CSCM may default independently of XBT Provider. Digital assets and related exposures held by CSCM in connection with the XBT Notes are legally owned by CSCM, are not ring-fenced or bankruptcy-remote, and do not give noteholders any proprietary, security or trust interest.

Where redemptions are affected by cash settlement, failures by third-party counterparties to pay sale proceeds could result in noteholders losing some or all of their investment.

____________

(1) Including $0.65bn seed AUM for CoinShares Physical and $0.55bn seed AUM for CoinShares Valkyrie.

(2) USP is an acronym for Unique Selling Proposition.

(3) Invesco CoinShares UCITS, tracking BLOCK (Blockchain Global Equity Index).

(4) AUM growth from 3/12/2024 to 6/30/2025.

216

Table of Contents

Capital Markets

CoinShares’ Capital Markets division complements Asset Management by generating independent revenue through:

• Staking and Lending:    Yield generation on Balance Sheet assets.

• Liquidity Provisioning and Arbitrage:    Proprietary non-directional trading strategies that enhance execution and product innovation.

• Middle and Back-Office Services:    Infrastructure support for CoinShares’ ETP platforms, including market making, custodian management, and validator operations.

As of June 30, 2025, we staked approximately $1.3 billion in digital assets, managed over 12,000 validators, and executed 280,000 orders per day across more than 16 market connections. These capabilities support both product innovation and operational excellence (all while generating attractive profits), reinforcing our position as a trusted partner to institutional allocators, asset managers, and financial platforms.

Business Model

We operate a diversified, resilient and recurring revenue model that draws from multiple sources across our platform. The recurring nature of the business complemented by expanding AUM, steady fee yields and strong operating leverage, allows CoinShares to generate growing, high-margin, recurring cash flows. We earn recurring management fees through our suite of ETPs and ETFs, which provide regulated exposure to digital assets. In addition, we generate income from staking and lending activities, deploying digital assets to earn yield while maintaining liquidity. Proprietary trading and arbitrage strategies contribute spread-based revenue, enhancing execution and supporting product innovation. We also provide infrastructure services that facilitate product creation, redemption, and custody operations. As AUM expands our cost structure remains largely static, apart from direct trading and custody costs, and as a result CoinShares’ business requires limited incremental cost as AUM increases.

The recurring nature of the business complemented by expanding AUM, steady fee yields and strong operating leverage, allows CoinShares to generate growing, high-margin, recurring cash flows.

		Q2’23				Q3’23				Q4’23				Q1’24				Q2’24				Q3’24				Q4’24				Q1’25				Q2’25
Average LTM
Gross AUM		$	2,504m			$	2,579m			$	3,154m			$	4,079m			$	4,836m			$	5,644m			$	6,604m			$	6,499m			$	7,018m
LTM Revenue
AM		$	47m			$	48m			$	54m			$	67m			$	82m			$	95m			$	112m			$	116m			$	118m
CM		$	24m			$	31m			$	38m			$	45m			$	48m			$	48m			$	61m			$	59m			$	59m
LTM Yield
AM			1.9	%			1.9	%			1.7	%			1.6	%			1.7	%			1.7	%			1.7	%			1.8	%			1.7	%
CM			1.0	%			1.2	%			1.2	%			1.1	%			1.0	%			0.9	%			0.9	%			0.9	%			0.8	%

Strategic Positioning

As the incumbent leader in Europe, we benefit from durable structural advantages that are difficult to replicate. The United States is a large and relatively homogeneous market that enables major asset managers such as BlackRock and Fidelity to scale standardized, simple products; by contrast, Europe consists of 44 national markets with distinct languages, regulatory regimes, and certification requirements, making entry a country-by-country undertaking (e.g., Spain, Germany, France, among others) despite regulatory passporting offerings. Several U.S. digital asset ETP providers have attempted to expand into this fragmented environment and have not established durable positions. We have already invested in and operates the licensing, distribution, and operational infrastructure required to serve these jurisdictions, supporting a substantial leadership position of approximately 34% market share by AUM as of June 30, 2025. This installed base creates significant barriers to entry, as competitors must reconstruct a complex network of approvals, in-country counterparties, and multilingual investor engagement.

217

Table of Contents

Our unit economics further reinforce this moat: where a global asset manager typically requires billions of assets under management for an Access Product to be profitable, CoinShares can be breakeven on a new product at approximately $5 million of AUM, enabling rational participation in smaller national markets, and also furthering innovative products that are uneconomic for larger competitors. Collectively, our scale, infrastructure, and cost position render displacement in Europe operationally challenging and economically unattractive for new entrants; providing for durable fee stability.

We are actively expanding in the U.S. through our 2024 acquisition of Valkyrie, a digital asset investment advisory firm that added approximately $618 million of fee paying in AUM, as at the end of FY24, and provided a strategic platform for launching innovative crypto ETFs. This acquisition strengthens our footprint in the United States and supports our strategy of launching new products to capture share. As we expand in the United States, we do not intend to compete directly with large incumbents such as BlackRock and Fidelity on commoditized “Access Products” that are characterized by low fees and considered to be table stakes. Instead, we plan to prioritize differentiated, targeted and more added value strategies that support higher fee rates. A low-cost spot Bitcoin product will be maintained in the United States to meet baseline investor demand and to facilitate client acquisition and cross-selling of higher-fee products. We have demonstrated an ability to execute and integrate accretive acquisitions, including Valkyrie, and expect to leverage that platform to accelerate U.S. product development and distribution.

Our infrastructure partnerships with custodians (e.g., Komainu, Zodia), staking providers (e.g., Blockdaemon, Kilm, Figment, TwinStake), and exchanges (e.g., Nasdaq, LSE, Euronext) support our institutional-grade platform. We are regulated across multiple jurisdictions and maintain rigorous risk management protocols, including proprietary systems for market, counterparty, and cybersecurity risk.

Seasonality and Cyclicality

Our business is not seasonal in the traditional sense. Revenue is predominantly a function of average AUM and realized yields. Point-in-time AUM measurements can diverge from revenue recognized daily, particularly around periods of rapid price movement in digital assets, which may temporarily affect perceived yield stability. Over the course of the last 9 quarters our AUM yields across Asset Management and Capital Markets have remained relatively steady as our asset base has grown 161% from Q2 2023 through Q2 2025.

Given that our AUM is held in digital assets, our performance is directly correlated with digital asset prices. In bull digital asset markets our AUM growth drives substantial growth in revenue and total comprehensive income. In challenged digital asset markets we have demonstrated the ability to maintain profitability as measured by total comprehensive income.

Growth Drivers

We are strategically positioned to capitalize on the accelerating institutional adoption of digital assets. As demand for regulated exposure to cryptocurrencies continues to rise, we are scaling our platform to meet this momentum through trusted, compliant investment products.

Our leadership across the EMEA region provides a durable platform for expansion. In several jurisdictions, we hold large market share in key product categories, creating hubs from which to extend into adjacent, underpenetrated markets that share distribution linkages, investor bases, or regulatory passporting frameworks (including cross-border UCITS when ESMA framework evolves or Life Insurance markets). Leveraging existing licenses, listings, and distribution partners, we intend to deepen institutional relationships with private banks, wealth platforms, other intermediaries and asset allocators; pursue incremental listings and cross-listings on regional exchanges; and localize product features and servicing where required. This hub-and-spoke approach is designed to replicate proven go-to-market playbooks efficiently, capture adjacent pockets of liquidity, and increase penetration in markets where current share is limited, while maintaining leadership in core jurisdictions.

218

Table of Contents

In the United States, we are expanding our distribution footprint, moving beyond retail channels to engage broker-dealers, wealth and institutional allocators. This expansion is supported by a growing suite of high-value, crypto-adjacent products designed to command premium management fees (unlike “Access Products” being offered today by incumbents such as BlackRock and Fidelity that carry low management fees). A low-cost spot Bitcoin product will be maintained in the United States to meet baseline investor demand and to facilitate client acquisition and cross-selling of higher-fee products. Enhanced media outreach and thought leadership initiatives are also underway to boost brand visibility and investor engagement.

Our growth strategy is further reinforced by a disciplined and opportunistic approach to M&A. We have demonstrated our ability to acquire and, when necessary, restructure both performing and distressed assets, as evidenced by our successful integrations of XBT Provider (2016), the BLOCK Index business from Elwood Technologies (2021), Napoleon Asset Management (2022) and Valkyrie Funds (2024). These acquisitions reflect a dual-track strategy — expanding product and distribution capabilities — and vertical integration — designing and participating in the building of infrastructure such as Komainu, the first regulated digital asset custodian.

Looking ahead, we plan to launch a new generation of products. These innovations, combined with regulatory clarity across key jurisdictions, position us to capture substantial flows into crypto ETPs and drive long-term, scalable growth across our global platform.

Distribution Channels

We have built a robust and diversified distribution network across Europe, the United States, and other international markets, enabling broad access to our regulated digital asset investment products. Our strategic partnerships and platform integrations are central to our ability to serve institutional and retail investors at scale.

Multi-Channel Distribution Strategy

Our products are listed on major stock exchanges and distributed through leading brokerage and intermediary platforms, ensuring accessibility across geographies and investor types:

• European Exchanges:    Nasdaq Stockholm, SIX Swiss Exchange, XETRA, Euronext, Borsa Italiana, and London Stock Exchange

• European Platforms:    Scalable Capital, Comdirect, Finanzen, Directa, BoursoBank, Farmville, Flatex, De Giro, Nordnet, Avanza (non-exhaustive list)

• U.S. Exchange:    Nasdaq US

• US Distributors:    RIAs (Charles Schwab, Fidelity, BNY Pershing) Broker Dealers (RBC, Oppenheimer & Co, Stifel), Independent Broker Dealers (LPL, Cambridge Investment Research, Raymond James, Park Avenue Securities, Equitable Advisors, American Portfolio), Wirehouses, Bank & Trust

This broad exchange footprint allows us to offer our suite of ETPs — including physically-backed, staked, and index-tracking products — to investors in over 20 countries.

Strategic Distribution Partnerships

We have formed key alliances to amplify our reach and enhance product visibility:

• Invesco:    Co-developed the BLOCK Index and partnered on the Invesco CoinShares Global Blockchain UCITS ETF, providing equity exposure to blockchain companies via a regulated UCITS structure.

• Finanzen.net & Scalable Capital:    Collaborated to launch branded crypto index ETPs and platforms such as “Scalable Crypto,” targeting retail investors in Germany and other European markets.

219

Table of Contents

• Broker Co-Marketing:    CoinShares engages in joint marketing campaigns with brokerage platforms like BoursoBank to promote new product launches and preferred referencing.

Infrastructure and Custody Partnerships

Our business relies on third-party infrastructure providers to support digital asset custody, staking and execution across our products. While these arrangements are intended to support secure and scalable operations, they also expose us to operational, systems and counterparty risks, including the risk of service disruption or failure by such providers.

Custody Arrangements

We utilize third-party digital asset custodians to provide secure custody services for digital assets held in connection with our products. Our primary custodians include Komainu, Zodia, and Bitgo, each of which provides custody services pursuant to contractual custody agreements. The use of specified custodians is required for certain products, including assets held in respect of the Physical Note Program and certain CoinShares US products.

Custody services are critical to our ongoing operations. Although our custody arrangements are non-exclusive, we are dependent on the continued operational performance, security controls, regulatory status and financial condition of our custodians. In the event that a custodian were to cease providing services, experience a material operational failure, or become subject to regulatory or insolvency proceedings, we would be required to transition affected assets to alternative approved custodians, which could result in delays, increased costs, operational disruption or an inability to support certain products for a period of time.

A Custody Agreement establishes the rights and responsibilities of the relevant Custodians with respect to the relevant custody accounts that are established and maintained by the Custodians.

The Custodians are responsible for the safekeeping of digital assets held in secured wallets and charge fees for their services in accordance with the terms of the relevant Custody Agreement. Under the terms of the applicable Custody Agreement certain provisions limit the liability of the relevant Custodian and grant indemnities in favor of the relevant Custodian in certain circumstances.

Each of the Custody Agreements may be terminated in accordance with their respective terms. Under the terms of the relevant Custody Agreement, Komainu may terminate the relevant Custody Agreement by three months’ prior written notice and Zodia may terminate the relevant Custody Agreement by 90 days’ prior written notice or immediately in certain circumstances.

Each Custodian may make such insurance arrangements from time to time in connection with its custodial obligations to store such digital assets held in secured wallets as it considers appropriate. The Custodians have no obligation to insure such digital assets against loss, theft, or damage, and we do not intend to insure against such risks. The Custodians shall be responsible for all costs, fees, and expenses in relation thereto.

Staking and Validator Infrastructure

We maintain ordinary-course service arrangements with third-party staking and validator infrastructure providers, including Blockdaemon and Twinstake, to support staking-related services across certain exchange-traded products. These providers offer largely standardised infrastructure services, and we do not rely on any single provider exclusively. While there are numerous alternative providers capable of performing similar services on comparable terms, our ability to deliver staking-related features remains dependent on the availability, performance and reliability of such third-party infrastructure.

220

Table of Contents

Exchange and Liquidity Venue Connectivity

We maintain connectivity with a diversified group of third-party digital asset exchanges and liquidity providers, including CME, OKX, Cumberland DRW, B2C2, Deribit and LMAX, primarily under standard terms and conditions applicable to market participants. These relationships support execution, hedging and liquidity management activities. Although we do not have exclusive or bespoke arrangements with such venues, and no single venue represents a material concentration of activity, we remain exposed to operational, technological and regulatory risks associated with third-party trading venues, including systems outages, trading halts, liquidity constraints or changes in access terms.

Although we seek to mitigate these risks through diversification of providers, contractual arrangements and ongoing monitoring, deficiencies or failures in third-party infrastructure or support systems could adversely affect our operations, financial condition and ability to manage and grow our business successfully.

Investment Proposal, Approval, and Oversight Policy

Investment proposals originate from business opportunities, strategic partnerships or through CoinShares’ professional network. All proposed investments are initially reviewed and discussed at the Executive Management Committee level. CoinShares does not operate a standalone investment or product function. Each proposed investment is subject to due diligence procedures. Investment proposals over $0.5 million require approval by the CoinShares Board. Commercial terms of the investment are negotiated by a designated member of the Executive Management Committee. All contractual documentation is subject to review and approval by the CoinShares legal team. All investments are subject to regulatory, due diligence, and anti-money laundering (AML) reviews by CoinShares, as applicable. On an ongoing basis, investment valuations and accounting treatments are reviewed on a regular basis as part of the financial reporting process and by the CoinShares Board. Such reviews are informed by information received through investee reporting and/or publicly available sources. Investment sale offers will be considered as exit opportunities arise. The CoinShares Board is notified of any divestment opportunities over $0.5 million and approve of any offers. Upon approval, the legal team will review as required any documentation about divestments, and all relevant documentation will be signed and executed by the Chief Executive Officer.

Our material investments as of the date of this proxy statement/prospectus are:

• Komainu:    Komainu is a regulated digital asset custodian and serves as the Group’s primary custodian for its digital asset holdings. In the future, we may stake other digital assets that are subject to such liquidity restrictions. As of June 30, 2025, the Group held a 9.1% ownership in Komainu.

• SBG:    SBG 1320 LLC invests in a financial services platform and ecosystem designed to help individuals manage their retirement, specifically by facilitating access to alternative assets like cryptocurrencies and real estate within self-directed IRAs. As of June 30, 2025, CoinShares holds a 16.0% ownership in SBG.

• CoinShares Fund II:    CoinShares Fund II is a vehicle for blockchain investment opportunities. As of June 30, 2025 the Company retained a carried interest in the fund which entitled it to 20% of the profits of the fund, net of an agreed profit share payable to a third-party.

Competition

We operate in a dynamic and rapidly evolving market for digital asset investment products. As one of the longest-standing and most regulated players in the crypto ETP space, we compete across multiple dimensions — including product structuration, fee competitiveness, geographic reach, and institutional credibility. The competitive landscape is shaped by a mix of traditional asset managers entering the space, crypto-native firms expanding their offerings, and emerging players targeting niche markets. We rank among the top four managers globally by crypto ETP AUM and hold the #1 market share position in EMEA (approximately 34%).

221

Table of Contents

We compete globally with diversified traditional asset managers and specialist digital-asset firms. In the United States, competition is concentrated among large, diversified managers with scale advantages and acute fee competition for commodity-like exposures such as spot Bitcoin. In EMEA, fragmentation across languages, certifications, regulatory regimes and distribution channels creates meaningful barriers that favor incumbent platforms with established infrastructure.

Key Competitor Categories

We compete primarily with three categories of firms:

Traditional asset managers such as BlackRock, Fidelity, DWS, Wisdom Tree and VanEck, which are leveraging their scale and distribution networks to distribute crypto ETFs and ETPs, often with aggressive fee structures for Access Products and broad market appeal.

Crypto-native ETP providers like 21Shares, Bitwise, and Grayscale, which focus on thematic and altcoin exposure, and have built strong brand recognition among retail and institutional investors.

Regional and niche players such as Valour, Virtune+, Rex ETF, ProShares which offer specialized products in select markets, often with unique clearing or structuring advantages.

CoinShares’ Strategic Positioning

We are uniquely positioned across several strategic axes:

• Comprehensive Institutional Offering:    We deliver a broad suite of physically-backed and synthetic crypto ETPs, including Bitcoin, Ethereum, Solana, and thematic baskets. This institutional-grade offering is supported by robust custody, liquidity, and compliance infrastructure.

• Fee Resilience and Structuring Advantage:    We maintain an attractive product structure at competitive pricing, enabling us to withstand long-term fee compression and stringent operational due diligence. Our diversified product architecture — including ETCs, ETNs, and UCITS-compliant funds — provides flexibility across investor segments.

222

Table of Contents

Differentiation Through Regulation and Reach

Unlike many competitors, we operate under a triple-license structure (MiCA, MiFID, AIFM), and are regulated in Jersey, European Union (AMF France), and the United States. This regulatory depth enhances investor confidence and enables cross-border product passporting across the entire EU (eight jurisdictions have been selected at the moment).

While fee competition remains intense, our differentiated positioning — anchored in innovation, product quality, regulatory compliance, and operational resilience — continues to attract institutional capital and support long-term strategic growth.

Research and Development

We place significant strategic importance on sustaining R&D efforts, which underpins our ability to offer institutional-grade products and services in the rapidly evolving digital asset sector. Our IP assets support our differentiated positioning in the market and contribute to our competitive advantage across asset management, trading, and technology infrastructure.

Trademarks and Brand Protection

We own and maintain a portfolio of registered trademarks that protect the CoinShares name, logo, and related branding elements across multiple jurisdictions. Key trademarks include:

• “CoinShares” — our primary brand name used across our investment products, corporate communications, and digital platforms.

• “XBT Provider” — a brand associated with our ETP business, particularly in Sweden and other European markets.

• Other marks and trade names used in connection with specific products or marketing efforts.

We actively monitor for brand misuse and enforce our trademark rights to protect our reputation, investor trust, and market position.

Technology and Proprietary Systems

We have developed proprietary trading, risk management, and portfolio management systems that support our asset management and capital markets operations. These include:

• Automated Trading Infrastructure:    Internal platforms enabling efficient execution of digital asset transactions across centralized and decentralized venues, supporting arbitrage, market making, and hedging strategies.

• Portfolio and Risk Management Tools:    In-house systems used to monitor exposures, collateral, custody, and risk metrics across all managed products and proprietary positions.

• ETP Infrastructure:    Leveraging external software for managing product creation/redemption processes, NAV calculations, and compliance tracking, then integrated in the flow of our ETP suite.

• API Integrations and Data Feeds:    Proprietary integration layer that aggregates pricing, order book, and custody data from various exchanges and service providers to support real-time trading decisions and product operations.

These systems are developed and maintained internally and represent critical infrastructure for our day-to-day operations. We treat the codebase and related documentation as confidential and take appropriate technical and legal measures to safeguard this intellectual property.

223

Table of Contents

Confidential Information and Trade Secrets

Much of our know-how, especially in areas such as quantitative trading strategies, pricing models, and liquidity sourcing, is protected through trade secrets. These are not disclosed externally and are subject to strict internal policies, including:

• employee confidentiality agreements;

• access controls and encryption protocols;

• segregation of duties between teams; and

• restrictions on code access and use.

We also invest in ongoing training and compliance to reduce the risk of IP leakage and ensure protection of our proprietary knowledge base.

Patents

As of the date of this filing, we generally have not relied on granted patents for our products, given the pace of innovation in the digital asset space and our preference for protecting software-based innovations through trade secret laws and operational secrecy. However, we continuously evaluate whether patent protection is appropriate for select innovations. We leverage open-source technologies to accelerate innovation, reduce infrastructure costs, and enhance transparency, while actively contributing to open-source communities to strengthen technical credibility and ensure long-term resilience.

Human Capital

As of February 23, 2026, we have 92 employees and 18 contractors with teams spanning asset management, capital markets, technology, risk and compliance, distribution and corporate functions. We emphasize rigorous risk management, regulatory engagement, cross-border product structuring expertise and a culture of operational excellence.

None of our employees are represented by a labor organization or are a party to a collective bargaining arrangement, other than the employees of CoinShares France SAS and CoinShares Asset Management SAS, which are subject to collective bargaining agreement with Fédération Syntec: Convention Collective (Applicable aux Bureaux d’Études Techniques, de Cabinets d’Ingénieurs-Conseils et des Sociétés de Conseils located at Fédération Syntec’s and have an employee representative located in France.

Management and founders of CoinShares collectively own a significant portion of the business, aligning incentives with long-term shareholders. Below is a table summarizing the ownership of management and founders of CoinShares as of December 31, 2025.

		As of December 31, 2025
		Shares Held		% of Issued Share Capital			Shares Held Under Option
Daniel Masters(1)		11,838,545		17.75	%		—
Jean-Marie Mognetti		11,881,609		17.82	%		618,356
Richard Nash		53,141		*			372,220
Pierre Porthaux(2)		50,490		*			114,540
Benoit Pellevoizin		—		*			70,000
Viktor Fritzen(3)		40,800		*			—
Carsten Køppen		14,675		*			—
Johan Lundberg		2,500		*			—
Lisa Avellini		—		—			50,000

____________

* Less than one percent.

(1) 1,700,000 pledged under a Master Securities Loan Agreement

(2) 5,000 held by a closely associated person

(3) 37,800 held be a closely associated person

224

Table of Contents

Jean-Marie Mognetti

Jean-Marie Mognetti currently serves as the Chief Executive Officer of CoinShares, a position he has held since March 2017, and is a member of the CoinShares Board of Directors. Mr. Mognetti co-founded CoinShares in 2014. Mr. Mognetti is a seasoned commodity trader, having developed advanced expertise in areas such as quantitative analysis, risk management, and alpha generation. His skills extend to the management of trading programs focused on macroeconomic commodities, including notably cryptocurrencies. Since 2014, he has been recognized as a leading expert in the digital asset sector. Prior to co-founding CoinShares, Mr. Mognetti served as a quantitative trader at Hermes Commodities Fund Managers from October 2009 to March 2011. Mr. Mognetti holds a Master’s degree in Mathematical Trading and Finance from Sir John Cass Business School.

Richard Nash

Richard Nash currently serves as the Chief Financial Officer of CoinShares, a position he has held since March 2021.Prior to joining CoinShares, Mr. Nash held the positions of Director, from May 2018 to September 2019, and Assistant Director, from July 2015 to May 2018, at Cairn Financial Advisers, a financial advisory firm, where he acted as Nominated Adviser to several listed companies, holding the status of Qualified Executive (as granted by the London Stock Exchange). Prior to that, Mr. Nash held positions at Baker Tilly, an advisory, tax and assurance firm, from August 2010 to December 2014. Mr. Nash has over 15 years of experience as a chartered accountant. Mr. Nash holds Master’s degree in Sinology from School of Oriental and African Studies, University of London.”

Lisa Avellini

Lisa has over 24 years of experience in the financial services and investment funds industry and before joining CoinShares held the position of Deputy General Counsel at Balyasny Asset Management. Prior to that Lisa was Senior Legal Counsel at Citadel and before joining the buy-side, Lisa spent over 15 years in private practice at “Magic Circle” and “White Shoe” law firms where her areas of expertise spanned investment funds, structured finance and securitisation. Lisa Avellini holds a Bachelor of Commerce and a Bachelor of Laws from the University of Natal and is an English qualified solicitor.

Benoit Pellvoizin

Benoît has over 15 years of experience in developing marketing, communications, advertising and branding. He joined CoinShares from the leading crypto hardware firm Ledger. Prior to that he has held positions involving strategy, branding and innovation with Ogilvy Consulting, SID LEE, M&CSAATCHI, Fred & Farid and Digitas. Graduated from the Celsa — Sorbonne Université (Grande Ecole of Communications & Journalism) and the Hasso Plattner Institute School of Design Thinking.

Pierre Porthaux

Pierre has close to 20 years experience in finance in both traditional markets and cryptocurrencies. Prior to CoinShares, Pierre co-founded Blockchain Solutions, a technology and strategy consulting company, and Emergence Labs, specialized in Bitcoin trading technology, both located in Paris. Previously, Pierre was a trader undertaking statistical and index arbitrage strategies for banks and hedge funds such as Nomura, Millennium Partners, Dresdner Kleinwort and Natixis.

Facilities

We lease approximately 7,567 square feet of office space in St. Helier, Jersey, Channel Islands, which serves as our corporate headquarters.

In addition, we lease approximately 6,275, 2,271 and 2,384 square feet additional office space in London, England, Paris, France and New York, New York, respectively, to support our operations.

225

Table of Contents

Government Regulation

We are subject to a comprehensive and evolving set of domestic and international laws and regulations that govern the provision of digital asset investment services. These regulations span multiple jurisdictions and are designed to ensure transparency, investor protection, financial stability, and compliance with anti-money laundering (AML) and counter-terrorist financing (CTF) standards. CoinShares remains committed to maintaining full compliance and proactively adapting to new legal frameworks as the regulatory landscape for digital assets continues to evolve and mature.

CoinShares is currently regulated in Jersey, France, and the United States, and operates in Europe under a rare triple-license structure that includes:

• MiCA (Markets in Crypto-Assets Regulation) — CoinShares Asset Management is the first continental European firm to receive authorization under the EU’s MiCA framework. This license, granted by the Autorité des Marchés Financiers (AMF) in France, enables CoinShares to offer portfolio management and investment advice on crypto-assets across the EU. It also provides passporting rights to operate in eight EU jurisdictions, including Germany, Ireland, and the Netherlands.

• MiFID (Markets in Financial Instruments Directive) — CoinShares holds a MiFID license allowing it to manage and advise on traditional financial instruments, ensuring compliance with EU standards for investor protection, transparency, and market integrity.

• AIFM (Alternative Investment Fund Managers Directive) — This license authorizes CoinShares to manage alternative investment funds and UCITS-compliant products, enabling the firm to offer hybrid investment solutions that combine traditional and digital assets.

In Jersey, we are regulated by the Jersey Commission, which oversees our compliance with local financial services laws, including fund structuring, custody arrangements, and governance standards.

In the United States, we operate under the oversight of the SEC, the Financial Industry Regulatory Authority (FINRA), and the National Futures Association (NFA). These regulatory bodies govern our activities related to crypto ETPs, broker-dealer operations, and derivatives trading.

We are also subject to global standards for AML, KYC, and data protection, including the General Data Protection Regulation (GDPR) in Europe. We maintain robust internal controls and compliance frameworks to ensure the secure handling of client data, prevent financial crime, and uphold the integrity of our operations.

Legal Proceedings

From time to time, we may become involved in litigation or other legal proceedings. We are not currently a party to any litigation or legal proceedings that, in the opinion of our management, are likely to have a material adverse effect on our business. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

226

Table of Contents

EXECUTIVE COMPENSATION OF COINSHARES

The following discussion provides an overview of the significant elements of the historical compensation program for CoinShares for the fiscal year ending December 31, 2024. Set forth below is a table summarizing the compensation paid to our Chief Executive Officer, individually, and the remaining members of the Executive Management Committee as a group (consisting of 5 individuals), in each case for the year ended December 31, 2024.

Name and Principal Position		Year		Salary (GBP)		Cash Bonus (GBP)		Options (GBP)		Pension (GBP)		Total (GBP)
Executive Officers
Jean-Marie Mognetti		2024		330,000		1,000,000		—		—		1,330,000	​(1)
Chief Executive Officer
Remaining Members of the Executive Management Committee (5 individuals)		2024		1,120,012		940,000				8,000		3,620,868	​(2)

____________

(1) Does not include special dividend payment of option holders of CoinShares, of which Mr. Mognetti received £183,548.

(2) Does not include special dividend payment of option holders of CoinShares, of which such individuals received £113,765.

Set forth below is a table summarizing the aggregate compensation paid to our directors, excluding our Chief Executive Officer (5 individuals), in 2024:

Directors		Fees Earned or Paid in Cash (GBP)		Cash Bonus		Options		Pension		Total (GBP)
Directors other than CEO (5 individuals)		325,000		NIL		—		—		GBP 325,000

227

Table of Contents

COINSHARES’ MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless the context otherwise requires, all references in this section to “we,” “us,” “our,” the “Group” or “CoinShares” refer to CoinShares International Limited and its subsidiaries prior to the consummation of the Business Combination and to Holdco and its subsidiaries (including CoinShares International Limited) following the consummation of the Business Combination.

The following discussion includes information that CoinShares’ management believes is relevant to an assessment and understanding of CoinShares’ consolidated results of operations and financial condition. Following the consummation of the Business Combination, Holdco will comprise the operations of CoinShares International Limited and its subsidiaries. Unless context requires otherwise, all references to “Holdco” refer to Holdco following the consummation of the Business Combination.

You should read the following discussion and analysis of our financial condition and results of operations together with CoinShares’ Consolidated Financial Statements as of December 31, 2024 and 2023 and for the years ended December 31, 2024 and 2023, and related notes thereto, and CoinShares’ Unaudited Condensed Consolidated Financial Statements as of June 30, 2025 and 2024 and for the six months ended June 30, 2025 and 2024, and related notes thereto, each included elsewhere in this proxy statement/prospectus. Our financial statements are prepared in accordance with IFRS, which differs in certain significant respects from accounting principles generally accepted in other jurisdictions, including U.S. GAAP. All financial information is presented in US Dollars. Certain total amounts may not sum due to rounding. This discussion and analysis should also be read together with the unaudited pro forma financial information as of and for the six months ended June 30, 2025, and the fiscal year ended December 31, 2024 in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” This discussion and analysis contains forward-looking statements that reflect our plans, estimates and beliefs, which involve risks and uncertainties. As a result of many factors, such as those set forth under the “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” sections and elsewhere in this proxy statement/prospectus, our actual results may differ materially from those anticipated in these forward-looking statements.

CoinShares Overview

CoinShares International Limited is a leading institutional digital asset manager, providing investors with innovative, regulated, and transparent exposure to the digital asset ecosystem. CoinShares has long positioned itself as a proponent of transparency in the digital asset industry, becoming one of the first pure-play crypto firms to embrace public equity markets. We generate a range of diversified revenues, gains and other income that drive performance in a variety of market conditions. The business model comprises four operating segments — Asset Management, Capital Markets, Principal Investments, and Group Functions.

The Asset Management operating segment contains a range of products designed to offer investors exposure to the digital asset ecosystem through a variety of trading venues and jurisdictions. CoinShares XBT Provider is our retail focused product suite that is distributed through Nasdaq OMX with a focus on Europe (specifically the Nordics). CoinShares Physical is our product suite with an institutional grade structure, issuing both single coin unstaked and staked products along with basket offerings. Our BLOCK Index is an entry product for investors seeking beta exposure to digital assets via equities and has become one of the largest crypto-related equity indices globally. Finally, CoinShares Valkyrie Funds is a product suite of four U.S. ETFs, with a focus on product innovation and market differentiation, providing a foundation for us on which to increase our U.S. presence and gain access to a broader investor base.

Our combined AUM has grown from $1.87 billion ($1.73 billion net of non-fee-paying seed amounts) as at December 31, 2022, to $8.04 billion ($6.92 billion net of non-fee-paying seed amounts) as at December 31, 2024. This increase of 329.9% (300.0% net) was driven by a combination of digital asset price increases, net inflows generated on our products, and the expansion of our Asset Management offering. This expansion has been achieved through both product launches and also the acquisition of CoinShares Valkyrie Funds on March 12, 2024, which contributed an additional $2.1 million of management fees during 2024. As at June 30, 2025, the net AUM figure had decreased slightly from the year end figure of $6.92 billion to $6.84 billion, predominantly due to price action over the first six months of 2025.

The Capital Markets Segment undertakes a range of activities utilising CoinShares’ Consolidated Statement of Financial Position to take advantage of non-directional trading opportunities, generating a variety of gains and other income. The Capital Markets Segment actively stakes a portion of the ETH held on CoinShares’ Consolidated Statement of Financial Position to generate other income in the form of yield. Yield is also generated through digital

228

Table of Contents

asset lending to a small number of select counterparties, providing short duration/rolling loans denominated in BTC/ETH. Additionally, ongoing support provided by the Capital Markets team to the CoinShares XBT Provider note program (which ensures holders are able to acquire or redeem at all times without interruption) generates gains for CoinShares that correlate to the level of gross flow seen on this product. Finally, the trading team implements a variety of delta-neutral trading strategies that generate gains without assuming directional risk.

While the specific activities of the Capital Markets Segment evolve alongside the industry as new opportunities arise, the gains and other income generated are typically a function of overall market volatility and the quantum of capital deployed. As the value of the digital assets we hold on our Consolidated Statement of Financial Position continues to grow, so does the Capital Markets Segment’s capacity to generate further income and gains.

In addition to the core business activities of Asset Management and Capital Markets, we also hold several equity investments in a variety of companies related to the digital asset space. These investments, combined with some early stage/locked digital asset holdings, are held by us with a view to generate gains upon their ultimate disposal and together comprise our Principal Investment portfolio.

Our Group Functions operating segment represents the costs of administrative functions within CoinShares that are not directly linked to Asset Management or Capital Markets activities. Also considered as part of Group Functions are gains and losses on our digital assets designated as treasury. The decision was taken during 2024 to accumulate certain long digital asset positions with a view to benefit from price increases. This activity is governed by our treasury policy, and the performance of these assets is therefore monitored separately to those of the Capital Markets Segment.

Restatement of Previously Issued Financial Statements

The accompanying Management’s Discussion and Analysis of Financial Condition and Results of Operations gives effect to the restatement of the Company’s previously reported condensed consolidated financial statements as of and for the six months ended June 30, 2025 and 2024 and consolidated financial statements as of and for the years ended December 31, 2024 and 2023. The restatement is described in Note 5.1 of our condensed consolidated financial statements as of and for the six months ended June 30, 2025 and 2024 and in Note 2b of our consolidated financial statements as of and for the years ended December 31, 2024 and 2023.

We note that the results of operations included herein reflect restatements with respect to accounting for digital assets, accounting for share based payments, and accounting for investments in associates, as described in Note 5.1 of our condensed consolidated financial statements as of and for the six months ended June 30, 2025 and 2024 and in Note 2b of our consolidated financial statements as of and for the years ended December 31, 2024 and 2023. Such financial information has also been re-presented as the Company has changed its functional currency from GBP to USD as of January 1, 2025 and as such has re-presented its financial statements for all periods presented in USD.

The restatement reflects adjustments relating to digital assets, share based payments, and the investment in associates, each of which affected results of operations differently. The digital assets adjustment reclassified fair value movements between profit or loss and other comprehensive income without affecting total comprehensive income, while the share based payment and investment in associates adjustments affected both profit or loss and total comprehensive income. For the six months ended June 30, 2025, these adjustments increased profit by $436.4 million and increased total comprehensive income by $1.3 million; for the six months ended June 30, 2024, they decreased profit by $1.19 billion and increased total comprehensive income by $18.5 million; for the year ended December 31, 2024, they decreased profit by $2.42 billion and increased total comprehensive income by $12.2 million; and for the year ended December 31, 2023, they decreased profit by $113.9 million and increased total comprehensive income by $11.3 million.

Factors Affecting Results of Operations

Our operations are affected by external factors that directly impact financial performance. The most significant of these factors are outlined below.

Digital asset pricing

Digital assets are a highly volatile asset class, subject to uncertainty surrounding future trading prices. A substantial share of CoinShares’ revenue is directly linked to AUM within the Asset Management operating segment, which accounted for 61.1% of our combined revenue and other operating revenue in the year ended December 31, 2023, rising to 71.8% in the year ended December 31, 2024. Our Capital Markets Segment also generates additional

229

Table of Contents

gains by leveraging the digital assets we hold on our Consolidated Statement of Financial Position to undertake activities such as lending, trading, and staking. The size of our Consolidated Statement of Financial Position, which is predominantly comprised of digital assets, determines the quantum of assets that can be deployed into such activities.

As our AUM, and therefore the revenue/gain-generating capacity of the Asset Management and Capital Markets Segments, is closely correlated with digital asset prices, fluctuations in market pricing have a direct and material impact on performance. Moreover, digital asset prices are inherently volatile and strongly influenced by macroeconomic and market forces outside of our control. The following graph illustrates the price performance of Bitcoin and Ethereum since December 2022.

Source: Compass Crypto Reference Index

Competitors/fees

Our ability to attract investor capital into our products, and in turn increase AUM and enhance earning capacity, depends on our ability to anticipate and respond to evolving market needs by designing, building, and launching relevant investment products. This includes careful consideration of the type, structure, and fee levels of all digital asset-referencing products introduced by us.

Having grown to become the largest digital asset ETP provider in Europe in recent years as of June 30, 2025, our market position has been built on a track record of product innovation, competitive fee structures, and the strength of the CoinShares brand.

The approval and launch of digital asset ETFs in the United States in 2024 accelerated mainstream adoption of digital asset investments, but also significantly increased competitive pressures in the global market.

Our continued success and growth will therefore depend on:

• The timely introduction of innovative, competitively priced products that align with investor demand (such as the launch of zero-fee, staked products within the CoinShares Physical product suite that allow investors to benefit from staking yield through an increase in coin entitlement per share); and

• Ongoing evaluation of existing products and services to ensure they remain competitive and reinforce our leading position in the ETP market.

Continuing to monitor the competitive landscape and reacting in an agile manner to ensure our offerings remain both competitive and relevant will support sustained AUM growth and strengthen our financial performance over the long term.

Regulatory developments

The digital asset industry is a maturing market and is therefore subject to frequently evolving regulatory frameworks across multiple jurisdictions. For a digital asset ETP issuer, regulatory clarity is critical to facilitating product innovation, safeguarding investors, and building long term market confidence.

230

Table of Contents

By contrast, regulatory uncertainty or adverse policy changes can restrict market access, limit product offerings, and negatively affect AUM and financial performance. Our ability to maintain and expand its product suite is closely linked to the ongoing development of regulatory regimes governing digital assets. Future changes in requirements relating to custody, taxation and accounting treatment, disclosures, or distribution are likely to influence product design, cost structures, and investor demand.

Our financial performance will therefore continue to rely on active engagement with regulators and policymakers to help shape frameworks that balance innovation with investor protection, as well as the ability to adapt our product offering and operations in response to regulatory developments. This approach supports continued compliance and competitiveness across jurisdictions.

As regulatory environments mature globally, issuers with strong governance, compliance, and risk management practices will be best positioned to capture growth opportunities and consolidate market share.

Partnerships

Strategic partnerships with other participants in the digital asset ecosystem are a key driver of our growth and financial performance. By strengthening our network within the industry, partnerships enhance market connectivity, broaden access to our products, and improve our ability to attract investor capital.

Historically, partnerships have also facilitated the provision of seed capital for new products, accelerating AUM growth and expanding our revenue-generating capacity. As competition in the digital asset investment space intensifies with the continued mainstream adoption of digital assets, establishing and maintaining high-quality partnerships will be critical to sustaining our leadership position. Collaborations that expand distribution channels, improve liquidity, or provide unique market insights create advantages that will have a direct impact on our financial performance.

Accordingly, future success will depend on our ability to cultivate strong, mutually beneficial partnerships that reinforce CoinShares’ reputation as a trusted leader in the digital asset ETP space.

Market perception

Digital Asset investor sentiment plays a significant role in shaping demand for digital asset investment products. Positive shifts in perception, such as the widely publicised pro-crypto stance of the U.S. Federal Government since the election of President Donald Trump, have supported greater institutional acceptance and accelerated mainstream adoption. This has contributed to improved sentiment in capital markets, reflected in the approval and growth of digital asset ETFs, which have widely broadened access to capital and liquidity.

Market perception will be dictated by a variety of macroeconomic factors such as adverse policy signals, market events or broader macroeconomic uncertainty. Material changes to the sentiment surrounding the digital asset industry due to these factors will likely manifest in price volatility, which will directly impact our AUM and related revenue streams.

Accordingly, our financial performance will continue to be heavily influenced by prevailing market sentiment toward digital assets, with positive perception creating opportunities for AUM growth and revenue expansion, and negative sentiment presenting challenges and uncertainty around financial performance.

Key Developments — period ended June 30, 2025

Between January 1, 2025, and June 30, 2025, digital asset prices went through an initial period of price depreciation, followed by a recovery during the second quarter of the year. BTC opened the year at $94.8 thousand, falling to $77.3 thousand during April 2025 and then subsequently rebounding, with the price closing on June 30, 2025, at $107.1 thousand. ETH evidenced a similar directional pattern over the period, although experienced a far sharper decline followed by a less pronounced recovery. ETH prices on June 30, 2025, closed 28% down on the start of the year, at $2.46 thousand, having opened at $3.40 thousand. The price action seen during the period, combined with the volatility in the market contributed to Total Comprehensive Income of $59.1 million in the period. Other developments during the six months ending June 30, 2025, include:

• On January 14, 2025, we announced a reduction in the management fees for CoinShares Physical Bitcoin (BITC) from 0.35% to 0.25%. This strategic move was made to reinforce BITC’s position in Europe ahead of Blackrock entering the market and to align the fee structure with our US-listed Bitcoin ETF (BRRR).

231

Table of Contents

• On March 25, 2025, we announced that five CoinShares Physical crypto ETPs will feature in BoursoBank’s groundbreaking entry into crypto investment products. This collaboration marks a significant step forward for mainstream crypto adoption in France, offering more than 7 million BoursoBank customers their first opportunity to invest in regulated crypto products listed on traditional exchanges.

• CoinShares Physical’s performance delivered its second-best inflows on record during the first quarter of 2025, cementing its position as Europe’s fastest-growing digital asset ETP platform.

• On May 21, 2025, we announced the expansion of the CoinShares XBT Provider Platform with the launch of seven new physically backed crypto Exchange Traded Products (ETPs).

Key Developments — year ended December 31, 2024

Between January 1, 2024, and December 31, 2024, digital asset prices showed significant growth. BTC appreciated from $42.3 thousand at the start of 2024 to $94.8 thousand at year-end 2024 — an increase of 124.1%. ETH also increased materially, albeit by a lower amount, from $2.3 thousand to $3.4 thousand — an increase of over 49%. We saw an increase in fee-paying AUM over the year of 79.0% to $6.92 billion, contributing to an increase in Total Comprehensive Income of 152.2% in the year to $149.2 million. Other developments during 2024 include:

• On January 10, 2024, SEC approval was received for the issuance of Valkyrie’s spot Bitcoin ETF, The Valkyrie Bitcoin Fund (BRRR), which commenced trading on January 11, 2024 at 9:30 am ET on Nasdaq as part of the first cohort of issuers for spot BTC ETFs in the US. This subsequently became part of CoinShares following the completion of the acquisition of Valkyrie Funds LLC and its associated products on March 12, 2024.

• On January 25, 2024, we announced a reduction in the management fees for the CoinShares Physical Bitcoin product, decreasing the management fee from 0.98% p.a. to 0.25% p.a. On February 1, 2024, we announced that we had implemented a 1.25% p.a. staking reward in its flagship Physical Ethereum ETP. Both of these decisions reflect our long-term strategic drive to lower costs for European investors looking to enter the digital asset market.

• On June 24, 2024, we announced the successful sale of our FTX claim, held in respect of assets written off during the fourth quarter of 2022 following the bankruptcy of FTX. The agreement yielded a recovery rate of 116% net of broker fees, resulting in a return of $36.8 million recognised as exceptional income.

• On April 10, 2024, we announced a dividend policy to declare and pay in four equal instalments an annual dividend calculated as between 20% to 40% of CoinShares’ total comprehensive income.

• On October 3, 2024, we completed a special dividend distribution to its shareholders considering the sale of our FTX claim. The special dividend of $31.4 million represented 85.3% of the total funds received in respect of the sale of the FTX claim.

Key Developments — year ended December 31, 2023

Between January 1, 2023, and December 31, 2023, digital asset prices showed significant growth. BTC appreciated from $16.6 thousand at the start of 2023 to $42.3 thousand at year-end 2023 - an increase of 154.8%. ETH also increased materially, albeit by a lower amount, from $1.2 thousand to $2.3 thousand — an increase of 91.7%. 2023 delivered solid results despite these price increases occurring predominantly in the final quarter of the year. We delivered Total Comprehensive Income of $59.2 million closing the year with net AUM of $3.87 billion. Other developments during 2023 include:

• On February 1, 2023, the decision was made to reduce management fees from 1.25% to 0% p.a. on the CoinShares Physical Ethereum ETP. The decision was made in preparation for the planned Shapella upgrade which completed in April 2023 which in turn allowed the product to be staked, with rewards shared with the noteholders of the product. This move contributed to the success of the wider CoinShares Physical product suite, reflected in the growth of fee-paying AUM which increased 170.5% over 2023 from $43.0 million to $116.3 million of AUM during 2023, and a further 144.8% in 2024 to $284.7 million as of December 31, 2024.

232

Table of Contents

• On March 27, 2023, we announced the expansion of the CoinShares Physical product suite with the introduction of two zero management fee Crypto Index ETPs: CoinShares Physical Top 10 Crypto Market ETP & CoinShares Physical Smart Contract Platform ETP. These two products, listed on Germany’s main market Xetra, are 100% physically backed, accessible via traditional investment platforms and brokerage apps, and aim to track dynamic, Benchmark Regulation (BMR) compliant indices developed by both CoinShares and Compass Financial Technologies. This represents a further diversification of our product suite with a particular focus on basket products rather than single coin exposure.

• On April 23, 2023, we implemented LedgerLens, a real time reserves attestation solution provided by independent accounting firm, The Network Firm. This blockchain-enabled solution offers real time attestation services for both CoinShares XBT Provider and CoinShares Physical, enabling investors to independently verify the backing of digital assets through easily accessible and instant attest reports.

• In the second half of 2023, we began exploring solutions that would allow for the mitigation of counterparty risk without restricting the desired level of trading capacity on digital asset exchanges. Through collaboration with Komainu and OKX, a model was created whereby on-exchange trading remained uninterrupted while the associated assets remained segregated in custody. The collaboration marks a significant advancement in institutional crypto trading. The arrangement bridges the gap between institutional traders and top-tier trading platforms while providing clarity on rights, responsibilities and redress mechanisms, while simultaneously providing asset security and efficient transaction completion. All these factors combine to foster a more trustworthy and transparent trading environment for institutional traders. Over the remainder of the period, this approach has been rolled out with several exchanges with which we interact.

• On November 16, 2023, we secured an exclusive option to acquire Valkyrie Funds LLC, a U.S. digital asset manager’s investment advisory business specialising in actively managed cryptocurrency exchange traded funds, from Valkyrie Investments Inc. Subsequently, on March 12, 2024, we announced the completion of the acquisition of Valkyrie Funds LLC and the sponsor rights to the Valkyrie Bitcoin Fund, a physically backed Bitcoin ETF.

Transition to U.S. GAAP

We are intending in the future to convert our financial statements from IFRS to U.S. GAAP. Certain differences exist between U.S. GAAP and IFRS, which could lead to material differences to the consolidated financial statements herein. One of these differences relates to changes in the fair value of digital assets are generally presented in profit or loss for the period under U.S. GAAP as compared to other comprehensive income under IFRS. A transition to U.S. GAAP could have a significant impact on our reported profit or loss for the period compared to that reported under IFRS.

We have not quantified the impact of the differences between IFRS and U.S. GAAP, nor have we attempted to identify all disclosure, presentation, or classification differences that would affect the manner in which transactions or events are presented in these consolidated financial statements. Had any such quantification or identification been undertaken by us, other potential significant accounting and disclosure differences may have come to our attention. Accordingly, it should not be construed that this is a complete identification of differences between IFRS and U.S. GAAP, impacting CoinShares’ consolidated financial statements and other material differences could exist.

KEY PERFORMANCE AND OPERATING METRICS EVALUATED BY MANAGEMENT

In assessing the performance of our business, we consider a variety of operating and financial measures. These key measures include:

		For the Six Months Ended June 30,						For the Year Ended December 31,
(in thousands)		2025			2024			2024			2023
Management fees		$	59,613		$	53,097		$	111,691		$	53,709
Capital Markets Revenue & Gains (unaudited)			23,257			28,811			62,708			40,915
Total Comprehensive Income			59,078			94,326			149,244			59,171
AUM (unaudited)			6,843,933			5,924,829			6,922,149			3,866,820

233

Table of Contents

MANAGEMENT FEES: Revenues comprise the collective management fees on the various products issued by us.

CAPITAL MARKETS REVENUE & GAINS: Capital Markets Revenue and Gains is an important CoinShares performance indicator and is defined in “Non-GAAP financial measures.”

TOTAL COMPREHENSIVE INCOME: Total Comprehensive Income is an IFRS measure and refers to the financial performance of CoinShares inclusive of gains on digital assets recognised in other comprehensive income.

AUM: The collective assets under management across all products issued by us, which constitutes assets held on the Consolidated Statement of Financial Position of CoinShares (CoinShares XBT Provider and CoinShares Physical), and assets within products managed by us that are not included on our Consolidated Statement of Financial Position but on which management fees are generated (Block Index, CoinShares Valkyrie).

NON-GAAP FINANCIAL MEASURES

We refer to Capital Markets Revenue & Gains throughout this prospectus, as we use this measure to evaluate our operating performance. This measure is defined as a “Non-GAAP Financial Measure.” We believe this measure is useful to investors in evaluating our operating performance. Our Non-GAAP Financial Measure is a supplemental measure of our performance that is neither required by, nor presented in accordance with IFRS. It should not be considered as a substitute for IFRS metrics. Investors should exercise caution in comparing our non-GAAP measure to any similarly titled measures used by other companies.

The financial and operational data that we disclose in this prospectus are presented in USD, while the functional currency of CoinShares until January 1, 2025, was GBP. Subsequent to that date it is USD. We have considered presenting our results on a constant currency basis to adjust for the impact of foreign exchange movements predominantly between USD and GBP. However, our analysis indicates that such presentation does not materially alter the overall financial narrative or the trends highlighted in this report. As a result, we have not provided constant currency figures, as the additional analysis would not offer meaningful incremental insight to readers.

Further information relating to our Non-GAAP Financial Measure can be found in the Definitions of Non-GAAP Financial Measures section.

COMPONENTS OF CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Management fees

Management fees

Management fees arise from the issuance of ETPs that provide investors with exposure to the digital asset industry, predominantly through referencing the price of digital assets. These products generate either a fixed management fee or, in the case of certain products within the CoinShares Physical product suite, a variable management fee which is impacted by staking yields on the relevant digital asset referenced by the product. The fees generated by the products within our Asset Management operating segment are as follows:

CoinShares XBT Provider:		250 bps per annum
CoinShares Physical (unstaked):		25 bps per annum — 150 bps per annum
CoinShares Physical (staked):		zero management fee — revenues variable depending on yield available in the market.
CoinShares Valkyrie:		25 bps per annum — 127 bps per annum
Block Index:		32.5 bps per annum (50% share of 65 bps per annum)

The overall blended fee rate of our Asset Management offering is impacted by the product mix and the level of staking yield available in the market and is monitored as a key business metric by us.

Other revenue

The main components of our other revenue comprise passive, yield generating activities undertaken by the Capital Markets Segment.

234

Table of Contents

Staking

We hold a significant amount of ETH on our Consolidated Statement of Financial Position which we can deploy into staking and generate yield which is classified within other operating revenue. The Group maintains custody and control of all ETH that it stakes. The Group’s staking income recognised within other revenue is comprised solely of staking income generated through the staking of ETH. The quantum of yield generated is the product of ETH prices, quantum staked and the level of staking yield available in the market, all of which can fluctuate.

The overall percentage of total ETH held that is staked is dictated by our risk management framework to mitigate the risk of liquidity issues that could potentially arise during periods of significant outflows on CoinShares XBT Provider. The Group’s balance of staked ETH will be comprised of a combination of ETH held to hedge the CoinShares XBT Provider certificate liabilities and the Group’s own ETH treasury position. In all cases, the Group retains custody of the underlying ETH while utilizing third-party staking providers for validator and related staking services. No services of any single non-custodial third-party staking provider is material to the Company’s business. All third party staking providers are non-custodial.

During the years ended December 31, 2024 and 2023, the Group staked an average of 311,704 ETH and 284,433 ETH, respectively, in order to generate its staking rewards. During the six months ended June 30, 2025 and 2024, the Group staked an average of 284,720 ETH and 318,349 ETH, respectively, in order to generate its staking rewards.

The Group uses third-party staking providers to perform validator and related staking services in respect of its ETH at service commission rates between 1.4 – 2.0% of staked rewards earned. The Group’s third-party staking providers have no minimum balance requirements or termination provisions. The third-party staking providers include certain terms to limit the risk of slashing, with one staking provider limited the slashing liability of the Group to the higher of 5% of the staked amount or 12 months of staking rewards, while another staking provider covers slashing risk if the slashing is the result of any action or inaction of the service provider.

Lending

We interact with a small and select number of counterparties to which we provide short duration loans denominated in BTC/ETH on which we charge interest. Counterparties include leading proprietary trading firms and market makers as well as crypto-focused financial services firms offering institutional crypto trading and asset management. Loans are non-collateralized, bear interest at rates between 3.6% and 6.0%, and are repayable on demand. Most digital asset lending is denominated in BTC which cannot be staked, unlike the ETH held by us.

Cost of sales

Expenses allocated to Cost of sales are those that relate to the ongoing support of our various ETPs and the requisite levels of trading that need to be undertaken in order to support these products.

Issuer expense

Each of our digital asset ETP product suites (CoinShares XBT Provider, CoinShares Physical and CoinShares Valkyrie) are issued by separate wholly owned entities of CoinShares which incur a range of expenses in order to allow for the issuance of existing/prospective products. These fees include audit fees, legal fees and a range of other costs necessary to run the separate issuers.

Trading expenses

Trading fees are incurred in relation to the costs incurred as part of the purchase/sale of digital assets in support of the CoinShares XBT Provider note issuance, in addition to those trading fees incurred by the Capital Markets team in executing its delta neutral trading strategies. Additionally, there exists a range of partnerships with platforms on which our ETPs are available that result in commissions and related payments, the amounts of which operate as a function of the trading levels experienced on the platform with which an agreement is in place.

235

Table of Contents

Custody fees

A significant portion of the digital assets held on our Consolidated Statement of Financial Position to hedge the liability arising from the issuance of CoinShares XBT Provider, and 100% of the assets held in respect of CoinShares Physical, are held with designated custodians. The level of custody fees is directly correlated to the quantum of AUM within the products.

Salary costs

A portion of our salary costs are designated as cost of sales as they represent the remuneration of staff members that are either undertaking the trading required to support both Asset Management and Capital Markets, or responsible for the oversight, launch and maintenance of our ETPs.

Administrative Expenses

The largest components of our administrative expenses are as follows:

Salary and related costs

The most significant component of our administrative expenses is salary costs including bonuses in the jurisdictions within which we operate. Salary costs are split accordingly in our operating segment analysis, with the individuals responsible for the various administrative functions of CoinShares allocated to Group Functions. To attract and retain suitably experienced and qualified personnel, remuneration is regularly assessed alongside factors such as inflation and market rates.

Professional fees

We incur a range of professional fees for a variety of external services that are integral to our ongoing performance. This includes third party attestation reports on our underlying assets, engagements with a range of advisors in relation to existing/prospective commercial ventures and other ad-hoc expenditure.

Marketing

We incur a range of marketing expenses in connection with marketing efforts that are designed to promote both CoinShares as a whole and the various products issued with a view to driving inflows.

Expected credit loss provision

We recognise within our administrative expenses an expected credit loss provision in respect of the digital asset lending activities undertaken by the Capital Markets Segment. As of June 30, 2025, there have been no issues around recovery of any amounts lent as part of this activity.

Other expenses

Other expenses incurred by us and included within administrative expenses include items such as legal fees, IT expenses, audit fees, rental costs, travel expenses, consultants, insurance, and other general expenses.

Reversal of valuation loss on digital assets

Digital asset price movements manifest both at fair value through profit or loss and other comprehensive income. This is due to their classification as Intangible Assets under IAS 38, using the revaluation model. Increases in fair value are required to be taken through other comprehensive income unless they are reversing losses previously recognised at fair value through profit or loss. In the case of our consolidated financial statements, this causes a mismatch between the treatment of the assets and the liability they are held to collateralise/hedge (the certificate liability).

The amount recognised through profit or loss reflects the reversal of prior valuation losses recognised through the profit or loss in respect of digital asset holdings.

236

Table of Contents

Loss on certificate liability

Movements in certificate liabilities primarily reflect changes in the referenced digital asset prices and changes in units outstanding. The Group’s exposure is economically hedged through holdings of the referenced digital assets. The Group earns management fees from these products in accordance with the applicable product terms.

Our loss on certificate liability reflects the movement in liabilities arising from the issuance of our core Asset Management products, CoinShares XBT Provider and CoinShares Physical. As our AUM increases through price appreciation, the fluctuating value of the associated liability is recognised within our Consolidated Statement of Comprehensive Income. Similarly, price depreciation results in a reduction in AUM which manifests as a gain on certificate liability as amounts due to noteholders reduce.

These losses are offset by our holdings of digital assets and other financial instruments that reference digital assets. The structure of our ETPs on which management fees are earned dictate that we must hold sufficient digital assets to hedge the liability arising from the issuance of CoinShares XBT Provider and collateralise the liability arising from the issuance of CoinShares Physical.

The line items within our Consolidated Statement of Comprehensive Income that represent the movements on the assets designated to offset the certificate liability movement are as follows:

• Reversal of valuation loss on digital assets

• Fair value gain on digital assets through other comprehensive income

• Other operating gains through profit or loss

Gains on digital asset exposure included in these line items that are in excess of the movement on our certificate liability are the result of the activities of the Capital Markets Segment such as liquidity provisioning and delta-neutral trading strategies that manifest as gains on digital assets, in addition to unrealised gains on digital assets designated treasury holdings.

Other operating gains through profit or loss

Other operating gains through profit or loss predominantly comprise gains recognised on digital asset ETPs issued by third parties held as part of the CoinShares XBT Provider hedging assets, in addition to gains/losses on digital asset derivative positions and other trading activities undertaken by the Capital Markets Segment.

Exceptional income

The exceptional income in 2024 comprises amounts received from the sale of a claim over assets held on the FTX exchange that belonged to us at the time of its bankruptcy in 2022.

Fair value (loss)/gain on investments through profit or loss

We hold several passive investments in a range of companies operating within the digital asset space. Fair value gains and losses are recognised in relation to these holdings which are classified as level 3 holdings within the fair value hierarchy and thus require an element of judgement from management.

Loss on associates

Investment holdings in excess of 20% are classed as associates and accounted for using the equity method and monitored on an ongoing basis to assess for impairment. Any impairment losses applied to our associate holdings are recognised in the Consolidated Statement of Comprehensive Income.

Finance income

Finance income primarily represents interest income earned on cash positions held with financial counterparties.

237

Table of Contents

Finance costs

Finance costs comprise the interest paid in respect of open positions held with financial institutions, primarily with brokers on which interest is charged on open positions.

Fair value gain on digital assets through other comprehensive income

Digital asset price movements manifest both at fair value through profit or loss and other comprehensive income. This is due to their classification as Intangible Assets under IAS 38, using the revaluation model. Any gains in excess of the reversal of prior valuation losses recognised through the profit or loss in respect of Digital Asset holdings is recognised within CoinShares’ Statement of Other Comprehensive Income.

Results of Operations

Comparison for Period Ended June 30, 2025, to Period Ended June 30, 2024

		Period Ended June 30,								Change				% Change
(in thousands, unaudited)		2025				2024
		Restated				Restated
Management fees		$	59,613			$	53,097			$	6,516			12.3	%
Other revenue			20,519				22,808				(2,289	)		(10.0	)%
Cost of sales			(8,787	)			(6,769	)			(2,018	)		(29.8	)%
Gross profit			71,345				69,136				2,209			3.2	%
Administrative expenses			(16,700	)			(27,594	)			10,894			39.5	%
Reversal of valuation loss on digital assets			—				23,898				(23,898	)		(100.0	)%
Gain/(loss) on certificate liabilities			137,403				(1,362,261	)			1,499,664			110.1	%
Other operating gains through profit and loss			303,409				145,471				157,938			108.6	%
Operating profit/(loss)			495,457				(1,151,350	)			1,646,807			143.0	%
Exceptional income			—				36,410				(36,410	)		(100.0	)%
Fair value gain on investments through profit or loss			49				1				48			4800.0	%
Loss on associates			—				(73	)			73			100.0	%
Finance income			476				5,747				(5,271	)		(91.7	)%
Finance costs			(3,054	)			(6,911	)			3,857			55.8	%
Profit/(loss) before tax			492,928				(1,116,176	)			1,609,104			144.2	%
Income taxes			(657	)			(575	)			(82	)		(14.3	)%
Profit/(loss) for the period			492,271				(1,116,751	)			1,609,022			144.1	%
Fair value (loss)/gain on digital assets through other comprehensive income			(435,107	)			1,208,507				(1,643,614	)		(136.0	)%
Exchange differences on translation of foreign operations			1,544				2,305				(761	)		(33.0	)%
Fair value gain on financial assets through other comprehensive income			370				265				105			39.6	%
Total comprehensive income		$	59,078			$	94,326			$	(35,248	)		(37.4	)%

a. Management fees

		Period Ended June 30,										Percent Change
(in thousands, unaudited)		2025			2024			Change
		Restated			Restated
CoinShares XBT Provider		$	44,763		$	42,337		$	2,426			5.7	%
CoinShares Physical			12,418			8,895			3,523			39.6	%
Block Index			1,197			1,126			71			6.3	%
CoinShares Valkyrie			1,235			658			577			87.7	%
Other			—			81			(81	)		(100.0	)%
Management fees		$	59,613		$	53,097		$	6,516			12.3	%

238

Table of Contents

A combination of net inflow and price increases when compared to the period ended June 30, 2024 has resulted in management fees for the period ended June 30, 2025 of $59.6 million; an increase of 12.3% when compared to the period ended June 30, 2024, which saw management fees of $53.1 million. Increases were seen across all our product lines with the most significant within CoinShares Physical which increased by $3.5 million or 39.6% from $8.9 million in the period ended June 30, 2024, to $12.4 million in the period ended June 30, 2025.

Management fees on CoinShares XBT Provider increased by $2.4 million or 5.7% moving from the period ended June 30, 2024, management fees of $42.3 million to the period ended June 30, 2025, management fees of $44.8 million. The product suite expanded during the period ended June 30, 2025, following the launch of additional products referencing coins other than BTC and ETH, albeit these were not significant contributors to management fees given their early stage. AUM at the start of 2024 was $2.4 billion which increased by $753.9 million or 32% over the period ended June 30, 2024. AUM at the start of 2025 was $3.8 billion which decreased by $330.2 million or 9% over the period ended June 30, 2025. The decrease is driven primarily by net outflows over the period rather than price movement. CoinShares XBT Provider saw net outflows during the period ended June 30, 2024, and the period ended June 30, 2025 of $369.3 million and $280.8 million respectively.

Management fees on CoinShares Physical increased by $3.5 million or 39.6% from management fees of $8.9 million for the period ended June 30, 2024, to management fees of $12.4 million for the period ended June 30, 2025. AUM at the start of 2024 was $722.2 million which increased by $298.5 million or 41% over the period ended June 30, 2024. AUM at the start of 2025 was $1.7 billion which increased by $365.6 million or 21% over the period ended June 30, 2025. The increases are driven by price appreciation, net inflows and new products launches over the period. CoinShares Physical saw net inflows during the periods ended June 30, 2024, and 2025 of $52.2 million and $434.8 million respectively.

The BLOCK Index management fees were largely comparable over the period ended June 30, 2024, and the period ended June 30, 2025, with a small increase of 6.3%. AUM at the start of 2024 was $764.1 million. This decreased by $26.5 million or 3% over the period ended June 30, 2024. AUM at the start of 2025 was $821.3 million which increased by $196.0 million or 24% over the period ended June 30, 2025. The movements in AUM are driven by price fluctuations in the constituents of the index, with net flows being largely neutral over the period.

Valkyrie funds, acquired in March 2024 generated management fees during the period ended June 30, 2024, of $0.7 million which increased in the period ended June 30, 2025, by 87.7% to $1.2 million. As at the end of the period ended June 30, 2024, the total AUM within the four ETFs associated with CoinShares Valkyrie amounted to $402.1 million. As at the end of the period ended June 30, 2025, the AUM had decreased 23% to $308.7 million.

b. Other revenue

		Period Ended June 30,										Percent Change
(in thousands, unaudited)		2025			2024			Change
		Restated			Restated
Other revenue		$	20,519		$	22,808		$	(2,289	)		(10.0	)%

Other revenue decreased by $2.3 million or 10.0% from $22.8 million in the period ended June 30, 2024, to $20.5 million in the period ended June 30, 2025. The decrease has been driven primarily by a reduction in the DeFi and Staking Income recognised during the period which, during the period ended June 30, 2024, stood at $15.2 million, decreasing to $9.8 million in the period ended June 30, 2025. This decrease was partially offset by an increase in realised gains recognised on FX swaps amounting to $2.5 million in the first half of 2025, compared with nil movement in the equivalent period in 2024.

c. Cost of sales

		Period Ended June 30,									Percent Change
(in thousands, unaudited)		2025			2024			Change
		Restated			Restated
Trading expenses		$	2,946		$	2,530		$	416		16.4	%
Issuer fees			1,935			1,032			903		87.5	%
Custody fees			2,651			2,161			490		22.7	%
Direct salary costs			1,255			1,046			209		20.0	%
Cost of sales		$	8,787		$	6,769		$	2,018		29.8	%

239

Table of Contents

Cost of sales has increased by $2.0 million or 29.8% from $6.8 million in the period ended June 30, 2024, to $8.8 million in the period ended June 30, 2025. Issuer fees have shown a significant increase period on period of 87.5%, driven by costs arising from the addition of the issuer of CoinShares Valkyrie products to CoinShares during the period ended June 30, 2024, which was in place for the full six-month period in 2025. Additionally, increased levels of AUM have resulted in higher custody fees which have increased by 22.7% period on period.

d. Administrative expenses

		Period Ended June 30,										Percent Change
(in thousands, unaudited)		2025			2024			Change
		Restated			Restated
Administrative expenses		$	16,700		$	27,594		$	(10,894	)		(39.5	)%

Administrative expenses have decreased by $10.9 million or 39.5% period on period, from $27.6 million in the period ended June 30, 2024, to $16.7 million in the period ended June 30, 2025. The decrease is driven by a number of specific areas, being:

– Our bonus accrual (which is a function of performance) decreased by $3.4 million (91.0%) from $3.7 million in the period ended June 30, 2024, to $0.3 million in the period ended June 30, 2025.

–The recognition of a liability in respect of our share option plan previously classified as equity settled, totaling $7.5 million in the period ended June 30, 2024, reduced to a small gain of $1.1 million in the period ended June 30, 2025 driven by a combination of share price performance and significant reduction in outstanding options.

e. Reversal of valuation loss on digital assets

		Period Ended June 30,										Percent Change
(in thousands, unaudited)		2025			2024			Change
		Restated			Restated
Reversal of valuation loss on digital assets		$	—		$	23,898		$	(23,898	)		(100.0	)%

The reversal of valuation loss on digital assets for the period ended June 30, 2025, stands at nil, having decreased from $23.9 million in the period ended June 30, 2024. This movement is viewed in conjunction with the fair value movement on digital assets recognised in other comprehensive income in subsection l Fair value (loss)/gain on digital assets through other comprehensive income below which contains the majority of the movement for the period due to the IAS 38 classification of digital assets.

f. Gain/(loss) on certificate liabilities

		Period Ended June 30,											Percent Change
(in thousands, unaudited)		2025				2024				Change
		Restated				Restated
CoinShares XBT Provider certificate liabilities		$	(42,239	)		$	(1,153,273	)		$	1,111,034		96.3	%
CoinShares Physical certificate liabilities			179,642				(208,988	)			388,630		186.0	%
Gain/(loss) on certificate liabilities		$	137,403			$	(1,362,261	)		$	1,499,664		110.1	%

Movement on certificate liability, which reflects the movement in liabilities arising from the issuance of our core Asset Management products, CoinShares XBT Provider and CoinShares Physical, has increased by $1.5 billion or 110.1% from a loss of $1.4 billion in the period ended June 30, 2024 to a gain of $137.4 million in the period ended June 30, 2025, driven by static price movement in the period ended June 30, 2025 across the digital assets referenced by the products in issue, compared to a much more volatile period in the period ended June 30, 2024.

240

Table of Contents

g. Other operating gains through profit or loss

		Period Ended June 30,								Change				Percent Change
(in thousands, unaudited)		2025				2024
		Restated				Restated
Gain on digital asset ETPs		$	176,697			$	108,669			$	68,028			62.6	%
Gain on digital asset payables/receivables			21,333				78,594				(57,261	)		-72.9	%
(Loss)/gain on derivatives			1,365				(3,860	)			5,225			(135.4	)%
Gain on foreign exchange			30,473				4,731				25,742			544.1	%
(Loss)/gain on other operating activities			(203	)			578				(781	)		(135.1	)%
Gain/(loss) on other liabilities			73,744				(43,241	)			116,985			(270.5	)%
Other operating gains through profit or loss		$	303,409			$	145,471			$	157,938			108.6	%

Other operating gains through profit or loss increased by $157.9 million or 108.6% from $145.5 million in the period ended June 30, 2024, to $303.4 million in the period ended June 30, 2025. This is predominantly driven by gains of $176.7 million on the digital asset ETPs held by us increasing due to digital asset price increased in the period, up 62.6% on the 2024 gain of $108.7 million, and increase on gains on other liabilities, predominantly comprising of movement on the third party CoinShares Physical Staked Solana seed liability, of $117.0 million in the period ended 30 June 2025, up 270.5% on the equivalent loss in 2024.

h. Operating profit/(loss)

		Period Ended June 30,										Percent Change
(in thousands, unaudited)		2025			2024				Change
		Restated			Restated
Operating profit/(loss)		$	495,457		$	(1,151,350	)		$	1,646,807		(143.0	)%

The operating profit generated by CoinShares (which excludes fair value gains on digital assets recognised in other comprehensive income) increased by $1,646.8 million from an operating loss of $1,151.3 million for the period ended June 30, 2024, to an operating profit $495.5 million for the period ended June 30, 2025. This is primarily driven by the significant gains/losses recognised on certificate liability movements, combined with the exclusion of digital asset price movements recognised in other comprehensive income.

The above amounts reflect the impact of the Company’s restatements as noted above, for the six months ended June 30, 2025 and 2024. Please refer to Note 5.1 of our condensed consolidated financial statements as of and for the six months ended June 30, 2025 and 2024 for more information.

i. Exceptional income

		Period Ended June 30,										Percent Change
(in thousands, unaudited)		2025			2024			Change
		Restated			Restated
Exceptional income		$	—		$	36,410		$	(36,410	)		(100.0	)%

Exceptional income recognised in the period ended June 30, 2024, represents the sale of our FTX claim, which was held in respect of assets written off during the fourth quarter of 2022 following the bankruptcy of FTX.

j. Fair value gain on investments

		Period Ended June 30,									Percent Change
(in thousands, unaudited)		2025			2024			Change
		Restated			Restated
Fair value gain on investments through profit or loss		$	49		$	1		$	48		4,800.0	%

Gains on investments in the period ended June 30, 2024, totalled a small movement of $1 thousand, increasing to a gain of $49 thousand in the period ended June 30, 2025, following minimal movement in our equity investment holdings.

241

Table of Contents

k. Profit/(loss) for the period

		Period Ended June 30,										Percent Change
(in thousands, unaudited)		2025			2024				Change
		Restated			Restated
Profit/(loss) for the period		$	492,271		$	(1,116,751	)		$	1,609,022		144.1	%

Profit or loss for the period increased by $1,609.0 million from a loss of $1,116.8 million for the period ended June 30, 2024, to a profit of $492.3 million for the period ended June 30, 2025. This is primarily driven by the significant gains/losses recognised on certificate liability movements, consistent with operating loss above. Such movement does not take account of digital asset price movement recognised in other comprehensive income, comprising of $435.1 million of decreases in 2025 and $1,208.5 million of increases in the periods ended June 30, 2025 and 2024 respectively (see subsection l Fair value (loss)/gain on digital assets through other comprehensive income), which occur as a consequence of accounting for such fair value movement in digital assets under IAS 38.

The above amounts reflect the Company’s restatements noted above, for the six months ended June 30, 2025 and 2024. Please refer to Note 5.1 of our condensed consolidated financial statements as of and for the six months ended June 30, 2025 and 2024 for more information.

l. Fair value (loss)/gain on digital assets through other comprehensive income

		Period Ended June 30,											Percent Change
(in thousands, unaudited)		2025				2024			Change
		Restated				Restated
Fair value (loss)/gain on digital assets through other comprehensive income		$	(435,107	)		$	1,208,507		$	(1,643,614	)		(136.0	)%

The movement on digital assets held by us through other comprehensive income has decreased by $1,643.6 million from a gain of $1,208.5 million in the period ended June 30, 2024, to a loss of $435.1 million in the period ended June 30, 2025. This has been driven by digital asset price decreases over the period ended June 30, 2025, whereas significant gains were experienced over the period ended June 30, 2024.

The above amounts reflect the reclassification of the fair value gains on digital assets from profit/(loss) to other comprehensive income, for the six months ended June 30, 2025 and 2024. Please refer to Note 5.1(i) of our condensed consolidated financial statements as of and for the six months ended June 30, 2025 and 2024 for more information.

m. Total comprehensive income

		Period Ended June 30,										Percent Change
(in thousands, unaudited)		2025			2024			Change
		Restated			Restated
Total comprehensive income		$	59,078		$	94,326		$	(35,248	)		(37.4	)%

Total comprehensive income decreased by $35.2 million or 37.4% in the period ended June 30, 2025, as compared to the period ended June 30, 2024. Our performance has been consistent between the periods, excluding the impact of the exceptional income as outlined previously). The total comprehensive income metric includes all movements within the period on digital assets and provides an accurate view of our overall financial performance.

The above amounts reflect the Company’s restatements as described above, for the six months ended June 30, 2025 and 2024, respectively. Please refer to Note 5.1 of our condensed consolidated financial statements as of and for the six months ended June 30, 2025 and 2024 for more information.

242

Table of Contents

Segment Reporting — Comparison for Period Ended June 30, 2025, to Period Ended June 30, 2024

The below table includes Adjusted EBITDA by segment, consistent with information presented for financial reporting purposes under IFRS in Note 10, Segment information, to the Unaudited Interim Financial Statements included elsewhere in this proxy statement/prospectus. We regularly review Adjusted EBITDA in evaluating the performance of our segments.

		Period Ended June 30,												Percent Change
(in thousands, unaudited)		2025				2024				Change
		Restated				Restated
Asset Management		$	45,319			$	46,094			$	(775	)		(1.7	)%
Capital Markets			17,584				23,823				(6,239	)		(26.2	)%
Principal Investments(1)			(1,394	)			2,618				(4,012	)		(153.2	)%
Group Functions(2)			(5,329	)			(13,556	)			8,227			(60.7	)%

____________

(1) Principal Investments reflects the gains and losses on our equity holdings and certain digital asset balances designated internally as investment holdings.

(2) Group Functions reflects corporate and administrative costs of CoinShares not allocated to the revenue/gain generating operating segments.

Asset Management Segment

Asset Management Adjusted EBITDA showed a 1.7% decrease of $0.8 million, from $46.1 million in the period ended June 30, 2024, to $45.3 million in the period ended June 30, 2025. This decrease was driven by an increase in trading costs allocated to Asset Management, partially offset by digital asset price increases resulting in a higher level of AUM on which management fees are generated.

Capital Markets Segment

Capital Markets Adjusted EBITDA showed a 26.2% decrease of $6.2 million, from $23.8 million in the period ended June 30, 2024, to $17.6 million in the period ended June 30, 2025. This decrease was predominantly driven by a reduction in other operating revenue attributable to Capital Markets of $2.3m between the period ended June 30, 2024, and the period ended June 30, 2025.

Principal Investments Segment

Principal Investments EBITDA decreased from a gain of $2.6 million in the period ended June 30, 2024 to a loss of $1.4 million in the period ended June 30, 2025, driven by holdings of digital assets other than BTC and ETH within the Principal Investment portfolio showing price reductions over the period ended June 30, 2025.

Group Functions

Group Functions costs reduced by $8.2 million in the period ended June 30, 2025, from $13.6 million in the period ended June 30, 2024, to $5.3 million in the period ended June 30, 2025. This was primarily driven by a significant reduction in our share-based payment expense which reduced from $7.5 million in the period ended June 30, 2024, to a gain of $1.1 million in the period ended June 30, 2025.

Comparison for Year Ended December 31, 2024, to Year Ended December 31, 2023

		Year ended December 31,								Change				% Change
(in thousands)		2024				2023
		Restated				Restated
Management fees		$	111,691			$	53,709			$	57,982			108.0	%
Other revenue			43,599				34,002				9,597			28.2	%
Cost of sales			(15,209	)			(7,092	)			(8,117	)		114.5	%
Gross profit			140,081				80,619				59,462			73.8	%
Administrative expenses			(59,561	)			(32,555	)			(27,006	)		83.0	%

243

Table of Contents

		Year ended December 31,								Change				% Change
(in thousands)		2024				2023
		Restated				Restated
Reversal of valuation loss on digital assets			23,898				1,477,203				(1,453,305	)		(98.4	)%
Loss on certificate liabilities			(2,950,574	)			(1,733,375	)			(1,217,199	)		70.2	%
Other operating gains through profit and loss			528,593				139,540				389,053			278.8	%
Operating loss			(2,317,563	)			(68,568	)			(2,248,995	)		3279.9	%
Exceptional income			36,816				—				36,816			nm
Fair value (loss)/gain on investments through profit or loss			(495	)			14,169				(14,664	)		(103.5	)%
Loss on associates			(74	)			(270	)			196			(72.6	)%
Finance income			8,495				7,975				520			6.5	%
Finance costs			(11,538	)			(8,604	)			(2,934	)		34.1	%
Loss before tax			(2,284,359	)			(55,298	)			(2,229,061	)		4031.0	%
Income taxes			(935	)			(715	)			(220	)		30.8	%
Loss for the period			(2,285,294	)			(56,013	)			(2,229,281	)		3979.9	%
Fair value gain on digital assets through other comprehensive income			2,430,843				126,837				2,304,006			1816.5	%
Exchange differences on translation of foreign operations			4,145				(11,839	)			15,984			(135.0	)%
Fair value gain on financial assets through other comprehensive income			(450	)			186				(636	)		(341.9	)%
Total comprehensive income for the year		$	149,244			$	59,171			$	90,073			152.2	%

Management Fees

		Year Ended December 31,						Change			Percent Change
(in thousands)		2024			2023
		Restated			Restated
CoinShares XBT Provider		$	85,814		$	48,389		$	37,425		77.3	%
CoinShares Physical			21,363			3,373			17,990		533.4	%
Block Index			2,215			1,787			428		24.0	%
CoinShares Valkyrie			2,137			—			2,137		n/a
Other			162			160			2		1.3	%
Management fees		$	111,691		$	53,709		$	57,982		108.0	%

A combination of net inflow and significant price increases over the period resulted in an increase in management fees of $58.0 million or 108.0%, from $53.7 million in the year ended December 31, 2023, to $111.7 million in the year ended December 31, 2024.

Management fees for CoinShares XBT Provider increased by $37.4 million or 77.3% from management fees of $48.4 million for the year ended December 31, 2023, to management fees of $85.8 million for the year ended December 31, 2024. The product suite consisted of four ETPs over the period, referencing BTC and ETH. Opening AUM at the start of the period was $1,055.5 million. This increased by $1,032.0 million or 97.7% during the year ended December 31, 2023, to $2,380.5 million, and a further $1,400.0 million or 58.8% during the year ended December 31, 2024 to $3,781.0 million. The increases are driven by price appreciation over the period rather than net inflows. CoinShares XBT Provider saw net outflows during the year ended December 31, 2023, and the year ended December 31, 2024 of $125.0 million and $774.1 million respectively.

Management fees for CoinShares Physical increased by $18.0 million or 533.4% from management fees of $3.4 million for the year ended December 31, 2023, to management fees of $21.4 million for the year ended December 31, 2024. The product suite consisted of 14 ETPs at the start of the period, increasing to 16 ETPs by the end of 2024. Opening AUM at the start of the period was $154.8 million. This increased by $567.4 million or 272.8% during the year ended December 31, 2023, to $722.2 million, and a further $979.3 million or 135.6% during the year ended December 31, 2024, to $1,701.5 million. The increases are driven by price appreciation, net inflows

244

Table of Contents

and the launch of the CoinShares Finanzen.net Top 10 Crypto ETP over the period. CoinShares Physical saw net inflows during the year ended December 31, 2023, and the year ended December 31, 2024 of $223.2 million and $164.5 million respectively.

Management fees for the BLOCK Index increased by $0.4 million or 24.0% from management fees of $1.8 million for the year ended December 31, 2023, to management fees of $2.2 million for the year ended December 31, 2024. Opening AUM at the start of the period was $523.9 million. This increased by $240.2 million or 45.9% during 2023 to $764.1 million, and a further $57.2 million or 7.5% during the year ended December 31, 2024, to $821.3 million. The increases are driven by price appreciation in the constituents of the index, with net flows being largely neutral over the period.

Valkyrie funds, acquired in March 2024 generated management fees during the year ended December 31, 2024, of $2.1 million. As at the end of the period the total AUM within the four ETFs associated with CoinShares Valkyrie amounted to $618.3 million.

a. Other revenue

(in thousands)		Year Ended December 31,						Change				Percent Change
		2024			2023
		Restated			Restated
Staking rewards		$	29,449		$	24,692		$	4,757			19.3	%
Lending book interest			9,397			2,390			7,007			293.2	%
Other digital asset income			1,310			3,152			(1,842	)		(58.4	)%
Other operating income			1,816			1,928			(112	)		(5.8	)%
Fee rebates			1,627			1,840			(213	)		(11.6	)%
Other revenue		$	43,599		$	34,002		$	9,597			28.2	%

Other revenue increased by $9.6 million or 28.2% from $34.0 million in the year ended December 31, 2023, to $43.6 million in the year ended December 31, 2024. The increase has been driven primarily by an expansion of our lending activities during the year ended December 31, 2024, and increased staking rewards recognised on our ETH staking activities despite contracting yields due to the growth of our Consolidated Statement of Financial Position and capacity to stake.

Staking rewards increased by $4.8 million or 19.3% from $24.7 million in the year ended December 31, 2023, to $29.4 million in the year ended 31 December 2024. Staking yield generated by the Capital Markets Segment arises from ETH staking and is a function of ETH price, quantum of ETH deployed and prevailing staking yield which fluctuates over time. The relatively small increase when compared to the price move of ETH over the period is due to the average ETH staking yield decreasing from 4.48% in the year ended December 31, 2023, to 3.31% in the year ended December 31, 2024.

Lending book interest also increased solidly over the period, increasing $7.0 million or 293.2% from $2.4 million in the year ended December 31, 2023, to $9.4 million in the year ended December 31, 2024. This is a function of an increased number of select counterparties with which we were willing to engage in 2024, and stronger demand within the market for borrowing. The outstanding digital asset loans receivable as at the end of 2023 was $62.6 million (three counterparties), compared to $196.8 million as at the end of 2024 (five counterparties), which provides an indication of how demand evolved over the period, though these amounts only reflect digital asset loans receivable at specific points in time.

b. Cost of sales

(in thousands)		Year Ended December 31,						Change			Percent Change
		2024			2023
		Restated			Restated
Trading expenses		$	3,976		$	1,863		$	2,113		113.4	%
Issuer fees			4,070			1,432			2,638		184.2	%
Custody fees			4,781			1,743			3,038		174.3	%
Direct salary costs			2,382			2,054			328		16.0	%
Cost of sales		$	15,209		$	7,092		$	8,117		114.5	%

245

Table of Contents

Cost of sales increased by $8.1 million or 114.5% from $7.1 million in the year ended December 31, 2023, to $15.2 million in the year ended December 31, 2024. Increased levels of AUM have resulted in higher custody fees which have increased by $3.0 million or 174.3% from $1.7 million in the year ended December 31, 2023, to $4.8 million in the year ended December 31, 2024. Issuer fees also increased significantly by 184.2% from $1.4 million in 2023 to $4.1 million in the year ended December 31, 2024, driven by costs arising from the addition of CoinShares Valkyrie products to the CoinShares.

c. Administrative expenses

(in thousands)		Year Ended December 31,						Change			Percent Change
		2024			2023
		Restated			Restated
Administrative expenses		$	59,561		$	32,555		$	27,006		83.0	%

Administrative expenses increased by $27.0 million or 83.0% increase year on year, from $32.5 million in the year ended December 31, 2023, to $59.6 million in the year ended December 31, 2024. The increase is driven by a number of specific areas, being:

–		Salary costs increasing $3.3 million (32.0%) from $10.3 million in the year ended December 31, 2023 to $13.6 million in the year ended December 31, 2024, due to the expansion of the staff base in the U.S. following the acquisition of Valkyrie in early 2024, combined with salary increases across CoinShares;
–		Our bonus accrual (which is a function of performance) increasing $5.1 million (171.7%) from $3.0 million in the year ended December 31, 2023, to $8.1 million in the year ended December 31, 2024;
–		Expected credit loss in relation to the digital asset lending balances increasing to $1.9 million in the year ended December 31, 2024, from nil in the year ended December 31, 2023. It is noted that there have been no defaults on the lending activities undertaken and the recognition of the provision is a function of the increased level of lending activity over time;
–		The recognition of a liability in respect of our share option plan previously classed as equity settled, totalling $14.5 million in the year ended December 31, 2024, increasing from $1.3 million in the year ended December 31, 2023; and
–		Marketing expenditure increasing $2.3 million (70%) from $3.2 million in the year ended December 31, 2023, to $5.5 million in the year ended December 31, 2024, following increased efforts across Europe to raise the profile of our various products.

d. Reversal of valuation loss on digital assets

(in thousands)		Year Ended December 31,						Change				Percent Change
		2024			2023
		Restated			Restated
Reversal of valuation loss on digital assets		$	23,898		$	1,477,203		$	(1,453,305	)		(98.4	)%

The reversal of valuation loss on digital assets decreased by $1,453.3 million or 98.4% from $1,477.2 million in the year ended December 31, 2023, to $23.9 million in the year ended December 31, 2024. This movement is viewed in conjunction with the fair value gain on digital assets recognised in other comprehensive income in subsection k Fair value gain on digital assets through other comprehensive income below which contains the majority of the gains for the year ended December 31, 2024 due to the IAS 38 classification of digital assets.

e. Loss on certificate liabilities

(in thousands)		Year Ended December 31,								Change				Percent Change
		2024				2023
		Restated				Restated
CoinShares XBT Provider certificate liabilities		$	(2,216,195	)		$	(1,504,427	)		$	(711,768	)		47.3	%
CoinShares Physical certificate liabilities			(734,379	)			(228,948	)			(505,431	)		220.8	%
Loss on certificate liabilities		$	(2,950,574	)		$	(1,733,375	)		$	(1,217,199	)		70.2	%

246

Table of Contents

Loss on certificate liability, which reflects the movement in liabilities arising from the issuance of our core Asset Management products, CoinShares XBT Provider and CoinShares Physical, increased by $1,217.2 million or 70.2% from $1,733.4 million in the year ended December 31, 2023 to $2,950.6 million in the year ended December 31, 2024, driven by price appreciation across all the digital assets referenced by the products in issue.

f. Other operating gains through profit or loss

		Year Ended December 31,								Change				Percent Change
(in thousands)		2024				2023
		Restated				Restated
Gain on digital asset ETPs		$	514,118			$	169,495			$	344,623			203.3	%
Gain on digital asset payables/receivables			175,344				44,341				131,003			295.4	%
(Loss)/gain on derivatives			(54,473	)			21,418				(75,891	)		(354.3	)%
Gain on foreign exchange			6,942				3,935				3,007			76.4	%
(Loss)/gain on other operating activities			696				161				535			332.3	%
Loss on other liabilities			(114,034	)			(99,810	)			(14,224	)		14.3	%
Other operating gains through profit or loss		$	528,593			$	139,540			$	389,053			278.8	%

Other operating gains through profit or loss increased by $389.1 million or 278.8% from $140.0 million in the year ended December 31, 2023, to $528.6 million in the year ended December 31, 2024. This is predominantly driven by gains of $514.1 million on the digital asset ETPs held by us increasing due to digital asset price increased in the period, up 203.3% on the year ended December 31, 2023, gain of $169.5 million.

g. Operating loss

(in thousands)		Year Ended December 31,								Change				Percent Change
		2024				2023
		Restated				Restated
Operating loss		$	(2,317,563	)		$	(68,568	)		$	(2,248,995	)		3279.9	%

The operating loss generated by CoinShares (which excludes fair value gains on digital assets recognised in other comprehensive income) increased by $2,249.0 million or 3279.9% from $68.6 million to $2,317.6 million. This is primarily driven by the significant increase in certificate liabilities, combined with the exclusion of digital asset price increases recognised in other comprehensive income shown in subsection k Fair value gain on digital assets through other comprehensive income below.

h. Exceptional income

		Year Ended December 31,						Change			Percent Change
(in thousands)		2024			2023
		Restated			Restated
Exceptional income		$	36,816		$	—		$	36,816		n/a

Exceptional income recognised in the year ended December 31, 2024, represents the sale of our FTX claim, which was held in respect of assets written off during the fourth quarter of 2022 following the bankruptcy of FTX. The agreement yielded a recovery rate of 116% net of broker fees, resulting in a return of $36.8 million.

i. Fair value (loss)/gain on investments through profit or loss   

(in thousands)		Year Ended December 31,							Change				Percent Change
		2024				2023
		Restated				Restated
Fair value (loss)/gain on investments through profit or loss		$	(495	)		$	14,169		$	(14,664	)		(103.5	)%

247

Table of Contents

Gains on investments in the year ended December 31, 2023, totalled $14.2 million, following uplifts in three of our equity investments due to a combination of funding rounds, improved financial performance and an acquisition resulting in a realisation from disposal (realised in 2024). This figure is reduced to a loss of $0.5 million in the year ended December 31, 2024, with negligible movements across the equity holdings within our Principal Investment portfolio.

j. Loss for the period

(in thousands)		Year Ended December 31,								Change				Percent Change
		2024				2023
		Restated				Restated
Loss for the period		$	(2,285,294	)		$	(56,013	)		$	(2,229,281	)		3979.9	%

Loss for the period increased by $2,229.3 million from $56.0 million in the year ended December 31, 2023, to $2,285.3 million in the year ended December 31, 2024. This increase in loss is primarily driven by the significant increase in certificate liabilities, consistent with operating loss as described above. The loss for the period does not take account of digital asset price increases recognised in other comprehensive income for the year ended December 31, 2024 and December 31, 2023 of $2,430.8 million and $126.8 million respectively, which occur as a consequence of accounting for such fair value movement in digital assets under IAS 38.

k. Fair value gain on digital assets through other comprehensive income

(in thousands)		Year Ended December 31,						Change			Percent Change
		2024			2023
		Restated			Restated
Fair value gain on digital assets through other comprehensive income		$	2,430,843		$	126,837		$	2,304,006		1816.5	%

The gain on digital assets recognised in other comprehensive income increased by $2,304.0 million, or 1816.5% from $126.8 million in the year ended December 31, 2023, to $2,430.8 million in the year ended December 31, 2024. This has been driven by strong digital asset price performance over the year. This movement is viewed in conjunction with the reversal on the valuation loss of digital assets described in subsection d Reversal of valuation loss on digital assets above.

The above amounts reflect the reclassification of the fair value gains on digital assets from profit/(loss) to other comprehensive income, for the years ended December 31, 2024 and 2023. Please refer to Note 2(b-i) of our consolidated financial statements as of and for the years ended December 31, 2024 and 2023 for more information.

l. Total comprehensive income

(in thousands)		Year Ended December 31,						Change			Percent Change
		2024			2023
		Restated			Restated
Total comprehensive income		$	149,244		$	59,171		$	90,073		152.2	%

Total comprehensive income increased by $90.1 million or 152.2% in the year ended December 31, 2024, as compared to the year ended December 31, 2023, bolstered by increased performance across all of our operating segments. This metric includes all movements within the period on digital assets and provides an accurate view of our overall financial performance.

248

Table of Contents

Segment Reporting — Comparison for Year Ended December 31, 2024, to Year Ended December 31, 2023

The below table includes Adjusted EBITDA by segment, consistent with information presented for financial reporting purposes under IFRS in Note 4, Segment Information, to the Consolidated Financial Statements included elsewhere in this proxy statement/prospectus. We regularly review Adjusted EBITDA in evaluating the performance of our segments.

(in thousands)		Year Ended December 31,								Change				Percent Change
		2024				2023
		Restated				Restated
Asset Management		$	93,236			$	44,208			$	49,028			110.9	%
Capital Markets			50,596				33,783				16,813			49.8	%
Principal Investments(1)			2,489				17,243				(14,754	)		(85.6	)%
Group Functions(2)			(26,800	)			(17,627	)			(9,173	)		52.0	%

____________

(1) Principal Investments reflects the gains and losses on our equity holdings and certain digital asset balances designated internally as investment holdings.

(2) Group Functions reflects our corporate and administrative costs not allocated to the revenue/gain generating operating segments.

Asset Management Segment

Asset Management Adjusted EBITDA showed a 110.9% increase of $49.0 million, from $44.2 million for the year ended December 31, 2023, to $93.2 million for the year ended December 31, 2024. This increase was driven by digital asset price increases resulting in a higher level of AUM on which management fees are generated, in conjunction with an expansion of our product suite and the segments low cost base.

Capital Markets Segment

Capital Markets Adjusted EBITDA showed a 49.8% increase of $16.8 million, from $33.8 million in the year ended December 31, 2023, to $50.6 million in the year ended December 31, 2024. This increase was predominantly driven by increased revenue from lending activities and staking rewards which have a limited impact on the cost base of the operating segment.

Principal Investments Segment

Principal Investments EBITDA reduced 85.6% from $17.2 million in 2023 to $2.5 million in 2024. In 2023 there was a number of revaluations of holdings in our larger investments following a combination of successful funding rounds and transactions at elevated valuations compared to the start of the financial period, whereas activity in 2024 was relatively muted.

Group Functions

Group Functions costs increased by $9.2 million in 2024, to $26.8 million from $17.6 million in 2023. This increase is driven predominantly by our bonus accrual increase of $5.1 million, increased corporate marketing spend and salary cost increases.

Segmental Analysis

Our key business metrics focus on the financial performance of CoinShares’ Asset Management activities. A variety of metrics are monitored within the operations of CoinShares’ Asset Management activities. Revenues generated, level AUM within the individual product lines and collectively as a platform, and the level of flow seen on the various product suites.

249

Table of Contents

Asset Management Business Metrics — AUM & Flows

(in thousands, unaudited)		Interim period, June 30								Year Ended December 31,
		2025				2024				2024				2023
CoinShares XBT Provider
Beginning of period assets		$	3,780,961			$	2,380,503			$	2,380,503			$	1,055,552
(Outflows)/Inflows			(280,840	)			(369,340	)			(774,130	)			(124,970	)
Price appreciation/(depreciation)			(49,337	)			1,123,241				2,174,588				1,449,921
End of period assets		$	3,450,784			$	3,134,404			$	3,780,961			$	2,380,503
Management fees generated		$	44,763			$	42,337			$	85,814			$	48,389
Number of products (end of period)			4				4				4				4
CoinShares Physical
Beginning of period assets		$	1,701,529			$	722,184			$	722,184			$	154,784
(Outflows)/Inflows			434,810				52,150				164,480				223,180
Price appreciation/(depreciation)			(69,170	)			246,327				814,865				344,220
End of period assets		$	2,067,169			$	1,020,661			$	1,701,529			$	722,184
Management fees generated		$	12,418			$	8,895			$	21,363			$	3,373
Number of products (end of period)			16				15				16				13
CoinShares Valkyrie
Assets at acquisition		$	618,356			$	210,658			$	210,658				n/a
(Outflows)/Inflows			(22,870	)			272,180				303,700				n/a
Price appreciation/(depreciation)			(286,821	)			(80,712	)			103,998				n/a
End of period assets		$	308,665			$	402,126			$	618,356				n/a
Management fees generated		$	1,235			$	658			$	2,137				n/a
Number of products (end of period)			4				4				4				n/a
Block Index
Beginning of period assets		$	821,303			$	764,133			$	764,133			$	523,863
(Outflows)/Inflows			(49,750	)			(82,255	)			(94,310	)			63,970
Price appreciation/(depreciation)			245,761				55,759				151,480				176,300
End of period assets		$	1,017,314			$	737,637			$	821,303			$	764,133
Management fees generated		$	1,197			$	1,126			$	2,215			$	1,787
Number of products (end of period)			1				1				1				1
Total AUM
Beginning of period assets		$	6,922,149			$	4,077,477			$	4,077,477			$	1,734,199
(Outflows)/Inflows			81,350				(127,265	)			(400,260	)			162,180
Price appreciation/(depreciation)			(159,566	)			1,344,616				3,244,932				1,970,441
End of period assets		$	6,843,933			$	5,294,828			$	6,922,149			$	3,866,820
Management fees generated		$	59,613			$	53,016			$	111,529			$	53,549
Blended management fee			0.87	%			0.99	%			1.61	%			1.38	%
Composition of AUM
CoinShares XBT Provider			50	%			59	%			55	%			62	%
CoinShares Physical			30	%			19	%			25	%			19	%
CoinShares Valkyrie			5	%			8	%			9	%			n/a
Block Index			15	%			14	%			12	%			20	%
Total			100	%			100	%			100	%			100	%

Liquidity and Capital Resources

Our liquidity and capital resources are comprised of a combination of cash and cash equivalents in addition to digital asset holdings in excess of our certificate liabilities.

250

Table of Contents

Summary Cashflow — Comparison for Period Ended June 30, 2025, to Period Ended June 30, 2024

(in thousands, unaudited)		Period Ended June 30,								Change				Percent Change
		2025				2024
		Restated				Restated
Net cash flow generated from/(used in) operating activities		$	112,448			$	61,357			$	51,091			83.3	%
Net cash (used in)/generated from investing activities			(1,067	)			3,898				(4,965	)		(127.4	)%
Net cash (used in)/generated from financing activities			(29,098	)			(6,057	)			(23,041	)		(380.4	)%
Net increase in cash and cash equivalents		$	82,283			$	59,198			$	23,085			39.0	%
Effects of currency translation on cash and cash equivalents			(33,963	)			6,229				(40,192	)		(645.2	)%
Cash and cash equivalents at the beginning of the year			24,915				32,475				(7,560	)		(23.3	)%
Cash and cash equivalents at the end of the year		$	73,235			$	97,902			$	(24,667	)		(25.2	)%

Operating activities — Net cash flows generated from/(used in) operating activities increased by $51.1 million or 83.3% to inflows of $112.4 million in the period ended June 30, 2025, compared with inflows of $61.4 million in the period ended June 30, 2024. Net cash generated from operations primarily reflected net sales of digital assets of $428.6 million in the period ended June 30, 2025 versus sales of $705.5 million in the period ended June 30, 2024, and cash outflow from net redemptions of XBT certificate liabilities of $278.2 million in the period ended June 30, 2025, down from $365.8 million in the period ended June 30, 2024. The cash outflow in respect to changes in trade receivables and other assets also reduced from $377.1 million in the period ended June 30, 2024, to $47.9 million in the period ended June 30, 2025.

Investing activities — Net cash generated from investing activities of $3.9 million in the period ended June 30, 2024, predominantly reflects proceeds from our realisation of its holding in investee company 3iQ at the beginning of the year for $5.1 million. In the period ended June 30, 2025, net cash used in investing activities was $1.1 million, primarily comprising an outflow of $0.9 million in respect of intangible asset purchases.

Financing activities — Net cash used in financing activities of $29.1 million for the period ended June 30, 2025, is a $23.0 million increase from the $6.1 million of net cash used in the period ended June 30, 2024. Cash outflows increased due to dividends paid in the period totaling $12.8 million and share buybacks of $10.6 million. In the period ended June 30, 2024, cash used in financing activities was primarily comprised of dividend payments totaling $5.8 million.

Effects of currency translation on cash and cash equivalents — Effects of currency translation on cash and cash equivalents includes a gain of $6.2 million for the period ended June 30, 2024 driven by a modest strengthening of the USD versus EUR/SEK, reflecting our FX-hedging activities undertaken in respect of the EUR/SEK denominated fees within XBT Provider. In contrast, for the period ended June 30, 2025, we recorded a loss of $34.0 million, as the USD weakened more aggressively against EUR/SEK, increasing the translation loss on our hedged positions. These movements are offset by the movement in the Group Companies’ digital asset exposure maintained as part of the XBT note program.

Summary Cashflow — Comparison for Year Ended December 31, 2024, to Year Ended December 31, 2023

(in thousands)		Year Ended December 31,								Change				Percent Change
		2024				2023
		Restated				Restated
Net cash flow generated from/(used in) operating activities		$	17,588			$	(121,335	)		$	138,923			(114.5	)%
Net cash generated from/(used in) investing activities			3,340				(1,723	)			5,063			(293.8	)%
Net cash generated used in financing activities			(44,812	)			(6,067	)			(38,745	)		638.6	%
Net decrease in cash and cash equivalents		$	(23,884	)		$	(129,125	)		$	105,241			(81.5	)%
Effects of currency translation on cash and cash equivalents			16,324				(1,478	)			17,802			(1204.5	)%
Cash and cash equivalents at the beginning of the year			32,475				163,078				(130,604	)		(80.1	)%
Cash and cash equivalents at the end of the year		$	24,915			$	32,475			$	(7,561	)		(23.3	)%

251

Table of Contents

Operating activities — Net cash flow generated from operating activities increased by $138.9 million to $17.6 million in the year ended December 31, 2024, compared with cash used in operating activities of $121.3 million in the year ended December 31, 2023. Net cash generated from operating activities primarily reflected net sales of digital assets of $1.14 billion in the year ended December 31, 2024 (compared to purchases of $73.4 million in the year ended December 31, 2023) offset by net purchases of digital asset ETPs of $440.7 million (2023: sales of $103.3 million) and cash payments made in respect of net redemptions of CoinShares XBT Provider certificate liabilities of $766.3 million in the year ended December 31, 2024, up from $123.5 million during in the year ended December 31, 2023.

Investing activities — Net cash generated from investing activities of $3.3 million in 2024 predominantly reflects proceeds from our realisation of our holding in investee company 3iQ at the beginning of the year of $5.2 million, offset by intangible asset purchases of $1.5 million. In 2023 net cash generated used in investing activities was $1.7 million, being predominantly driven by intangible asset purchases of $1.5 million.

Financing activities — In the year ended December 31, 2024, we used $44.8 million of cash from financing activities, mainly due to dividends paid in the year totalling $42.0 million. In the year ended December 31, 2023, we used $6.1 million of cash in financing activities, primarily represented by number of share buybacks totalling $5.3 million.

Effects of currency translation on cash and cash equivalents — Effects of currency translation on cash and cash equivalents includes a loss of $1.5 million for the year ended December 31, 2023, primarily driven by a slight weakening of the USD versus EUR/SEK, reflecting our FX-hedging activities undertaken in respect of the EUR/SEK-denominated fees within XBT Provider. In contrast, for the year ended December 31, 2024, we recorded a gain of $16.3 million, as the USD strengthened more materially against EUR/SEK, reducing the translation loss on our hedged positions and resulting in a net gain. These movements are offset by the change in the Group Companies’ digital asset exposure maintained as part of the XBT note program.

Non-GAAP Information

Capital Markets Revenue & Gains (in thousands)		Interim Period Ended June30,								Year Ended December31,
		2025				2024				2024				2023
		unaudited				unaudited				unaudited				unaudited
Other revenue		$	20,519			$	22,808			$	43,599			$	34,002
revenue allocated to Capital Markets			—				—				—				160
reversal of valuation loss on digital assets			—				23,898				23,898				1,477,203
gain on digital assets through OCI			(435,107	)			1,208,507				2,430,843				126,837
loss on certificate liability			137,403				(1,362,261	)			(2,950,574	)			(1,733,375	)
other operating gains through profit or loss			303,409				145,471				528,593				139,540
digital asset gains designated as treasury			(4,780	)			(7,241	)			(10,224	)			—
digital asset gains allocated to Principal Investments			1,813				(2,371	)			(3,427	)			(3,452	)
Capital Markets Revenue & Gains (non-IFRS)		$	23,257			$	28,881			$	62,708			$	40,915

Capital Markets Revenue and Gains is presented as a key performance measure for one of our primary operating segments. The measure is derived from other operating revenue and further incorporates all digital asset-related gains and losses recognised by CoinShares (both through profit or loss and other comprehensive income), and movements on certificate liabilities that are economically hedged by the corresponding assets, these are recognized within our Asset Management segment. By aggregating the impact of these items, Capital Markets Gains and Revenue reflects the net economic effect of our trading activities. We believe that this measure best captures the various activities undertaken by our capital markets operations.

Seasonality

Our results are not materially subject to seasonality fluctuations as our revenues are typically consistent on a quarterly basis throughout the year.

252

Table of Contents

Critical Accounting Estimates and Judgments

The preparation of financial statements under IFRS requires us to make estimates and judgments that affect the application of policies and reported amounts. Estimates and judgments are continually evaluated along with other factors including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

Although these estimates and judgements we made were based on the best information available at December 31, 2024, it is possible that events which might take place in the future would require their adjustment in future periods.

Included in Note 3 to our Consolidated Financial Statements included elsewhere in this Registration Statement are the areas that we believe require estimates, judgments and assumptions which have the most significant effect on the amounts recognized in the financial statements.

Recently Adopted and Issued Accounting Pronouncements

Recently issued and adopted accounting pronouncements are described in Note 2 (w) — Adoption of New and Revised Standards, to our Consolidated financial statements included elsewhere in this Registration Statement.

Internal Control over Financial Reporting

CoinShares management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with IFRS.

As a public company in Sweden, CoinShares has not been required to document and test its internal controls over financial reporting nor has management been required to certify the effectiveness of its internal controls and its auditors have not been required to opine on the effectiveness of its internal control over financial reporting. Following the Business Combination, Holdco will become subject to Section 404 of the Sarbanes-Oxley Act upon filing its second annual report, which requires public companies to include a report of management on their internal control over financial reporting in certain of its filings. In addition, when Holdco is no longer an emerging growth company, its independent registered public accounting firm must attest to and report on the effectiveness of Holdco’s internal control over financial reporting.

In the course of auditing the CoinShares financial statements as of and for the years ended December 31, 2024 and 2023, CoinShares management and its independent registered public accounting firm identified material weaknesses in the internal control over financial reporting of CoinShares as of December 31, 2024 and 2023. As defined in standards established by the PCAOB, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis. As of the Reporting Periods, the material weaknesses identified relate to (i) inadequate design and implementation of internal controls as it relates to the application of IFRS and with our financial reporting processes, including but not limited to accounting for digital assets, accounting for investments in associates, and accounting for share-based payments; (ii) the fact that policies and procedures with respect to the review, supervision and monitoring of our accounting and reporting functions, including IT general controls, were either not designed and in place, or not operating effectively. These material weaknesses resulted in restatements of our previously issued financial statements and included additional statement of financial position and other reclassifications during the course of the audit and review processes.

As a result, we are in the process of designing and implementing the following measures to strengthen its financial reporting capabilities and create an internal audit function. We are taking the following actions: (1) we are hiring additional accounting and finance resources with appropriate technical accounting and reporting experience to execute the implementation of key controls related to various financial reporting processes. As of the date of this proxy statement/prospectus, we have enlisted the help of external advisors to provide assistance in the areas of application of IFRS; (2) we intend to improve the documentation of our internal controls over financial reporting, evaluate, test and where applicable remediate deficiencies in its internal controls over financial reporting, including those that operate at

253

Table of Contents

a sufficient level of precision and frequency or that evidence the performance of the control and will enlist the help of external advisors to provide assistance in the areas of internal controls over financial reporting in the short term, and evaluate the longer-term resource needs of our accounting staff; and (3) we seek to assess, and, as necessary, design and implement enhancements to such controls and related processes.

As of the date of this proxy statement/prospectus, we are in the early stages of designing and implementing a plan to remediate the material weaknesses identified. For instance, we have planned an assessment of internal control gaps by specialized consultants, as well as the adoption of processes and corrections of controls arising from this evaluation. We note that these remediation efforts will require validation and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles. As a result, the timing of when we will be able to fully remediate the material weaknesses is uncertain. While we are working to remediate the material weaknesses as timely and efficiently as possible, at this time we cannot provide an estimate of the time it will take to fully complete this remediation plan.

Quantitative and Qualitative Disclosures about Market Risk

We have in the past, and may in the future, be exposed to certain market risks, including interest rate, foreign currency exchange and financial instrument risks, in the ordinary course of business. Our exposure to interest rate and financial instruments risk was not material as of June 30, 2025 and 2024, and as of December 31, 2024 and 2023. See note 23 to our Consolidated Financial Statements included elsewhere in this Registration Statement.

Material Contractual Obligations/Agreements

Across CoinShares there are several material agreements in place that bring rise to financial obligations. See the section of this proxy statement/prospectus entitled “Information about CoinShares — Infrastructure and Custody Partnerships” for a description of such agreements.

CoinShares XBT Provider Products

The core obligations arising from the issuance of CoinShares XBT Provider products highlight that:

• investors have the right to request redemption of their XBT products in accordance with the procedures and notice periods set forth in the applicable security and we are obliged to settle redemptions promptly; and

• the issuer must ensure that the XBT products remain fully exposed to the referenced digital asset (BTC, ETH), by maintaining appropriate hedging and collateral arrangements.

This results in a certificate liability recognized on our Consolidated Statement of Financial Position on an ongoing basis (until note redemption) that is material. Similarly, we must maintain digital asset exposure that is sufficiently liquid to settle such liabilities on demand.

The composition of the liability is as follows:

(in thousands)		June 30, 2025 Unaudited			December 31, 2024			Change				Percent Change
Bitcoin Tracker One		$	1,286,451		$	1,212,657		$	73,794			6.1	%
Bitcoin Tracker Euro			1,468,873			1,483,867			(14,994	)		(1.0	)%
Ether Tracker One			260,519			386,852			(126,333	)		(32.7	)%
Ether Tracker Euro			451,257			664,705			(213,178	)		(32.1	)%
Total		$	3,467,370		$	3,748,081		$	(280,711	)		(7.5	)%

The certificate liability arising from the issuance of the CoinShares XBT Provider products has decreased by $280.7 million or 7.5% from $3,748.1 million as of December 31, 2024, to $3,467.4 million as of June 30, 2025. This has been driven by price movements on the digital assets referenced by the products in issue during the period ended June 30, 2025 equating to a decrease of 34.9% for ETH and net outflow on the product suite over the period ended June 30, 2025 of $308 million, offset by price increases equating to an increase of 15.5% for BTC.

254

Table of Contents

The composition of the liability is as follows:

(in thousands)		December 31,						Change			Percent Change
		2024			2023
Bitcoin Tracker One		$	1,212,657		$	684,023		$	528,634		77.3	%
Bitcoin Tracker Euro			1,483,866			849,156			634,710		74.7	%
Ether Tracker One			386,853			324,969			61,884		19.0	%
Ether Tracker Euro			664,705			525,871			138,834		26.4	%
Total		$	3,748,081		$	2,384,019		$	1,364,062		57.2	%

The certificate liability arising from the issuance of the CoinShares XBT Provider products has increased by $1,364.1 million or 57.2% from $2,384.0 million as of December 31, 2023, to $3,748.1 million as of December 31, 2024. This has been driven by price increases on the digital assets referenced by the products in issue during the year ended December 31, 2024 equating to an increase of 124% for BTC and 49% for ETH, offset by net outflow on the product suite over the year ended December 31, 2024 of $774.1 million.

CoinShares Physical Products

The core obligations arising from the issuance of CoinShares physical products highlight that:

• investors have the right to request redemption of their CoinShares physical products in accordance with the procedures and notice periods set out in applicable security and we are obliged to settle redemptions promptly; and

• the issuer must ensure that the CoinShares physical products remain fully collateralized, holding all assets at a designated custodian.

The composition of the liability is as follows:

(in thousands)		June 30, 2025 Unaudited			December 31, 2024			Change				Percent Change
CoinShares Physical Bitcoin		$	1,221,414		$	787,336		$	434,078			55.1	%
CoinShares Physical Ethereum			222,409			284,461			(62,052	)		(21.8	)%
CoinShares Physical Litecoin			11,057			11,898			(841	)		(7.1	)%
CoinShares Physical XRP			210,969			146,963			64,007			43.6	%
CoinShares Physical Staked Polkadot			8,533			13,395			(4,862	)		(36.3	)%
CoinShares Physical Staked Tezos			10,718			6,112			4,606			75.4	%
CoinShares Physical Staked Solana			129,770			132,416			(2,646	)		(2.0	)%
CoinShares Physical Chainlink			13,550			16,069			(2,519	)		(15.7	)%
CoinShares Physical Uniswap			5,586			8,130			(2,543	)		(31.3	)%
CoinShares Physical Staked Cardano			24,535			32,085			(7,550	)		(23.5	)%
CoinShares Physical Staked Cosmos			2,551			2,532			19			0.7	%
CoinShares Physical Staked Polygon			4,635			7,422			(2,788	)		(37.6	)%
CoinShares Physical Staked Algorand			12,126			18,386			(6,259	)		(34.0	)%
CoinShares Physical Top 10 Crypto Market			5,910			3,872			2,038			52.5	%
CoinShares Physical Smart Contract Platform			2,883			3,439			(556	)		(16.2	)%
CoinShares Finanzen.net Top 10 Crypto ETP			18,145			11,364			6,781			59.7	%
Total		$	1,904,792		$	1,485,879		$	418,914			28.2	%

The certificate liability arising from the issuance of the CoinShares Physical products has increased $418.9 million or 28.2% from $1,485.9 million as of December 31, 2024, to $1,904.8 million as of June 30, 2025. This has been driven by net price increases on the digital assets referenced by the products in issue during the period ended June 30, 2025, and net inflow on the product suite over the period ended June 30, 2025, of $443.8 million.

255

Table of Contents

This results in a certificate liability recognized on our Consolidated Statement of Financial Position on an ongoing basis (until note redemption) that is material. Similarly, we hold a digital asset balance equivalent to the liability at all times. The composition of the liability is as follows:

(in thousands)		December 31,						Change			Percent Change
		2024			2023
CoinShares Physical Bitcoin		$	787,336		$	384,480		$	402,856		104.8	%
CoinShares Physical Ethereum			284,461			116,197			168,264		144.8	%
CoinShares Physical Litecoin			11,896			5,691			6,205		109.0	%
CoinShares Physical XRP			146,963			20,885			126,078		603.7	%
CoinShares Physical Staked Polkadot			13,395			5,200			8,195		157.6	%
CoinShares Physical Staked Tezos			6,112			3,075			3,037		98.8	%
CoinShares Physical Staked Solana			132,416			39,557			92,859		234.7	%
CoinShares Physical Chainlink			16,069			4,650			11,419		245.6	%
CoinShares Physical Uniswap			8,130			1,701			6,429		377.9	%
CoinShares Physical Staked Cardano			32,085			14,352			17,733		123.6	%
CoinShares Physical Staked Cosmos			2,532			2,196			336		15.3	%
CoinShares Physical Staked Polygon			7,422			6,058			1,364		22.5	%
CoinShares Physical Staked Algorand			18,386			5,015			13,371		266.6	%
CoinShares Physical Top 10 Crypto Market			3,872			442			3,430		776.0	%
CoinShares Physical Smart Contract Platform			3,439			193			3,246		1681.9	%
CoinShares Finanzen.net Top 10 Crypto ETP			11,365			—			11,365		n/a
Total		$	1,485,879		$	609,692		$	876,187		143.7	%

The certificate liability arising from the issuance of the CoinShares physical products has increased $876.2 million or 143.7% from $609.7 million as of December 31, 2023, to $1,485.9 million as of December 31, 2024. This has been driven by price increases on the digital assets referenced by the products in issue during the year ended December 31, 2024, additional product launches (CoinShares Finanzen.net Top 10 Crypto ETP), and net inflow on the product suite over the year ended December 31, 2024 of $164.5 million.

256

Table of Contents

MANAGEMENT OF HOLDCO AFTER THE BUSINESS COMBINATION

Executive Officers and Directors After the Business Combination

The following table sets forth certain information, as of the date of this proxy statement/prospectus, relating to the executive officers, directors and director nominees of Holdco immediately after the consummation of the Business Combination.

Name		Age		Position		Address
Executive Officers
Jean-Marie Mognetti		41		Chief Executive Officer, President and Director Nominee		2 Hill Street, St Helier, Jersey, JE2 4UA, Channel Islands
Richard Nash		41		Interim Chief Financial Officer		2 Hill Street, St Helier, Jersey, JE2 4UA, Channel Islands
Director and Director Nominees
Daniel Masters		62		Director Nominee		2 Hill Street, St Helier, Jersey, JE2 4UA, Channel Islands
Caroline D. Pham		44		Director Nominee		2 Hill Street, St Helier, Jersey, JE2 4UA, Channel Islands
Paul Grinberg		64		Director Nominee		2 Hill Street, St Helier, Jersey, JE2 4UA, Channel Islands
Christopher D. Myers		63		Director Nominee		2 Hill Street, St Helier, Jersey, JE2 4UA, Channel Islands

____________

(1) Member of the audit committee, effective upon the consummation of the Business Combination.

(2) Member of the compensation committee, effective upon the consummation of the Business Combination.

(3) Member of the nominating and corporate governance committee, effective upon the consummation of the Business Combination.

Executive Officers

Jean-Marie Mognetti.    Jean-Marie Mognetti currently serves as the Chief Executive Officer of CoinShares, a position he has held since March 2017, and is a member of the CoinShares Board of Directors. Mr. Mognetti co-founded CoinShares in 2014. Mr. Mognetti is a seasoned commodity trader, having developed advanced expertise in areas such as quantitative analysis, risk management, and alpha generation. His skills extend to the management of trading programs focused on macroeconomic commodities, including notably cryptocurrencies. Since 2014, he has been recognized as a leading expert in the digital asset sector. Prior to co-founding CoinShares, Mr. Mognetti served as a quantitative trader at Hermes Commodities Fund Managers from October 2009 to March 2011. Mr. Mognetti also serves on the board of directors of Mognetti Partners Limited and Tactiques D’avant-Garde (Jersey) Limited, positions he has held since February 2017 and February 2013, respectively. Mr. Mognetti holds a Master’s degree in Mathematical Trading and Finance from Sir John Cass Business School. At Closing, Mr. Mognetti is expected to serve as Chief Executive Officer and President of Holdco and a director of the Holdco Board. CoinShares and Vine Hill believe that Mr. Mognetti is qualified to serve as a director of the Holdco Board, due to his extensive experience in the digital asset industry.

Richard Nash.    Richard Nash currently serves as the Chief Financial Officer of CoinShares, a position he has held since March 2021. Prior to that, Mr. Nash served as the Chief Operating Officer of CoinShares from September 2019 to March 2021. Prior to joining CoinShares, Mr. Nash held the positions of Director, from May 2018 to September 2019, and Assistant Director, from July 2015 to May 2018, at Cairn Financial Advisers, a financial advisory firm, where he acted as Nominated Adviser to several listed companies, holding the status of Qualified Executive (as granted by the London Stock Exchange). Prior to that, Mr. Nash held positions at Baker Tilly, an advisory, tax and assurance firm, from August 2010 to December 2014. Mr. Nash has over 15 years of experience as a chartered account. Mr. Nash holds Master’s degree in Sinology from School of Oriental and African Studies, University of London. At Closing, Mr. Nash is initially expected to serve as Interim Chief Financial Officer of Holdco following the consummation of the Business Combination. It is anticipated that the Holdco Board will seek to identity suitable candidates with experience in operating a U.S. public company to succeed Mr. Nash as Chief

257

Table of Contents

Financial Officer as soon as practicable following the consummation of the Business Combination. In connection with the appointment of the new Chief Financial Officer, Mr. Nash intends to step down as Chief Financial Officer of Holdco and CoinShares, but will remain at CoinShares and Holdco as a member of the executive team.

Director and Director Nominees

Daniel Masters.    Daniel Masters currently serves as the Chairman of the Board of Directors of CoinShares, a position he has held since December 2021, and also serves as chair of Remuneration Committee of CoinShares. Mr. Masters has served on the Board of Directors of CoinShares since June 2018. Mr. Masters also served as Executive Chairman of CoinShares from April 2017 to December 2021. Mr. Masters has more than 30 years of experience in energy trading. He was the Head of Global Energy Trading for Morgan Guaranty Trust Company (MGT), oversaw several of the trading and risk management functions at the Energy Division of Salomon, Inc., was involved in the establishment of the natural gas and electricity markets in the UK, completed some of the first forward contracts for electricity and was one of the first and most active participants in the market for Contracts for Difference in Europe. Mr. Masters also serves on the Board of Directors of Crypto Composite Limited, a position he has held since March 2018, Satoshipay Limited, a position he has held since April 2019, Stable Mint Ltd., a position he has held since July 2024, and the Tezos Foundation, a position he has held since February 2021. Mr. Masters holds a Bachelor of Science (Honors) in Physics from Exeter University and Master’s degree in Management Science and Operational Research from Imperial College, London. At Closing, Mr. Masters is expected to serve as a director of the Holdco Board. CoinShares and Vine Hill believe Mr. Masters is qualified to serve on the Holdco Board due to his role on the CoinShares board and due to his industry experience.

Caroline D. Pham.    Caroline D. Pham is Chief Legal Officer and Chief Administrative Officer at MoonPay, positions she has held since December 2025. In her role, she oversees MoonPay’s global legal, compliance, regulatory affairs, policy, governance, risk, and enterprise administrative functions, helping strengthen the company’s operating foundation as it scales and expands into new markets and products. An internationally recognized leader across regulation, capital markets, and digital assets, Ms. Pham brings 25 years of experience in law, finance, and technology, including over a decade focused on crypto and blockchain. Prior to joining MoonPay, Ms. Pham served as acting Chairman of the U.S. Commodity Futures Trading Commission (CFTC) from January 2025 to December 2025, where she led an agency of more than 650 employees and oversaw a $365 million budget. She sponsored the CFTC’s Global Markets Advisory Committee. Prior to being named acting Chairman, Ms. Pham served as a commissioner of the CFTC beginning in April 2022. Before the CFTC, Ms. Pham was a Managing Director at Citigroup, where she held senior global leadership roles across Legal, Compliance, Citi Chief Administrative Office, and the Institutional Clients Group. She advised the Citigroup CEO, Board, and clients on strategy, risk, and innovation, served on firm-wide governance committees, and supported major shareholder and earnings communications and corporate disclosures. She also led implementation of enterprise-wide programs and helped shape Citi’s market structure and digital asset strategy, including partnerships, venture capital and strategic equity investments, and product development. She earned a B.A. from UCLA and a certificate from UCLA Anderson School of Management and received her J.D. from The George Washington University Law School, where she served on the Dean’s Advisory Council for the Business and Finance Law Program. She is a member of the Bretton Woods Committee, Life Fellow of the American Bar Foundation, and has held many leadership roles in the American Bar Association and other industry organizations. At Closing, Ms. Pham is expected to serve as a director of the Holdco Board. CoinShares and Vine Hill believe Ms. Pham is qualified to serve on the Holdco Board due to her extensive industry, regulatory and leadership experience.

Paul Grinberg.    Paul Grinberg has served as Non-Executive Chairman of RMG ML SPORTS HOLDINGS since December 2025. Mr. Grinberg currently serves as Chief Executive Officer and Chairman of the board of directors of Mountain Lake Acquisition Corp. (Nasdaq: MLAC), a position he has held since June 2024. He also serves as Chief Executive Officer and Chairman of the board of directors of Mountain Lake Acquisition Corp. II (Nasdaq: MLAA), a position he has held since October 2025. Additionally, Mr. Grinberg serves on the board of directors of TRAK America, a business solution provider, a position he has held since April 2019. Mr. Grinberg currently serves as the Chairman of Axos Financial, Inc., a nationwide, digital-first bank that provides consumer and business banking products through its low-cost distribution channels and affinity partner. He has served as a member of the board of directors of Axos Financial, Inc. since April 2004 and as the Chairman of its board of directors since February 2017. From July 2020 to September 2025, Mr. Grinberg has served on the advisory council of DEVA Capital, an affiliate of Banco Santander, as an alternative investor, specializing in credit across Europe and Latin America. From August 2019

258

Table of Contents

to April 2024, Mr. Grinberg has served as a senior advisor at Flexpoint Ford LLC, a private equity investment firm specializing in the financial services and healthcare industries. From November 2020 to February 2024, Mr. Grinberg served as Chairman of Social Leverage Acquisition Corp. I. From July 2018 to December 2022, Mr. Grinberg served as a senior advisor at Blenheim Chalcot, one of the UK’s largest venture builders. He also serves as a director to several credit funds and private companies. From July 2013 to December 2018 Mr. Grinberg served as a member of the board of directors of Cabot Credit Management. Mr. Grinberg served as President, Executive Vice President and Chief Financial Officer of Encore Capital Group and Chief Financial Officer of Telespectrum Worldwide, Inc. Mr. Grinberg also served as partner and a senior member of the M&A services group at Deloitte, where he was employed for 14 years. He graduated from Columbia Business School with a Master of Business Administration degree and from Yeshiva University with a Bachelor of Arts degree in accounting. At Closing, Mr. Grinberg is expected to serve as a director of the Holdco Board. CoinShares and Vine Hill believe Mr. Grinberg is qualified to serve on the Holdco Board due to his extensive experience as an executive officer, director and advisor to public and private companies.

Christopher D. Myers.    Christopher D. Myers was the President & CEO, CVB Financial Corp until March 2020 and served after that for an extra year as consultant for the firm. Mr. Myers joined Citizens Business Bank in August 2006 as President and Chief Executive Officer. Prior to his tenure at Citizens Business Bank, Chris served as Chairman and Chief Executive Officer of Mellon First Business Bank. He is presently an advisor for three private companies headquartered in Southern California and the UCLA Anderson School of Management’s Fink Center for Finance and Investments. Mr. Myers received his Bachelor of Arts Degree from Harvard University in 1984 and a Master of Business Administration in Finance and Marketing from the University of California at Los Angeles in 1991. At Closing, Mr. Myers is expected to serve as a director of the Holdco Board. CoinShares and Vine Hill believe Mr. Myers is qualified to serve on the Holdco Board due to his extensive experience as an executive officer, director and advisor to financial services companies.

Board of Directors

Composition

Holdco’s business and affairs will be managed under the direction of the Holdco Board. The Holdco Board is expected to include as members the individuals named above as director nominees. The Holdco Board is expected to determine that Caroline D. Pham, Paul Grinberg and Christopher D. Myers qualify as independent in accordance with applicable Nasdaq listing rules. Subject to the terms of the Business Combination Agreement and the Proposed Holdco Memorandum and Articles of Association, the number of directors will be fixed by the Holdco Board and is expected to initially be fixed at five directors.

When considering whether directors and director nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Holdco Board to satisfy its oversight responsibilities effectively in light of its business and structure, the Holdco Board expects to focus primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth above in order to provide an appropriate mix of experience and skills relevant to the size and nature of its business.

Pursuant to the Business Combination Agreement and as set forth above, CoinShares has the right to specify two of the initial directors and the remaining three directors, who shall be proposed by Vine Hill (and shall be reasonably acceptable to the Chief Executive Officer and the Chairman of CoinShares) (in each case, except as otherwise agreed by CoinShares and Vine Hill prior to Closing), shall qualify as independent directors.

Director Independence

Under the Nasdaq listing rules, a director is not independent unless the Holdco Board affirmatively determines that the director does not have a direct or indirect material relationship with Holdco or any of its subsidiaries. In addition, the director must not be precluded from qualifying as independent under the per se bars set forth by the Nasdaq listing rules.

259

Table of Contents

Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, the Holdco Board is expected to determine that Ms. Pham, Mr. Grinberg and Mr. Myers do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors qualifies as “independent” as that term is defined under the Nasdaq listing rules. In making these determinations, the Holdco Board will consider the relationships that each non-employee director has with Holdco, and all other facts and circumstances that the Holdco Board deems relevant in determining their independence, including the director’s beneficial ownership of Holdco’s securities.

Board Committees

The Holdco Board will have an audit committee and a compensation committee, described below. As a foreign private issuer, under the listing requirements and rules of Nasdaq, we are not required to have independent directors on our board of directors, except that our audit committee is required to consist fully of independent directors, subject to certain phase-in schedules.

Audit Committee

The audit committee is expected to consist of Ms. Pham, Mr. Grinberg and Mr. Myers. The Holdco Board is expected to determine that Mr. Myers satisfies the criteria of an audit committee financial expert as set forth under the applicable rules of the SEC. The Holdco Board is expected to determine that each of Ms. Pham, Mr. Grinberg and Mr. Myers satisfies the requirements for an “independent director” within the meaning of the Nasdaq listing rules and the criteria for independence set forth in Rule 10A-3 of the Exchange Act.

The audit committee will oversee Holdco’s accounting and financial reporting processes. The audit committee will be responsible for, among other things:

• overseeing the relationship with Holdco’s independent auditors, including:

• appointing, retaining and determining the compensation of Holdco’s independent auditors;

• approving auditing and pre-approving non-auditing services permitted to be performed by the independent auditors;

• discussing with the independent auditors the overall scope and plans for their audits and other financial reviews;

• reviewing a least annually the qualifications, performance and independence of the independent auditors;

• reviewing reports from the independent auditors regarding all critical accounting policies and practices to be used by Holdco and all other material written communications between the independent auditors and management; and

• reviewing and resolving any disagreements between management and the independent auditors regarding financial controls or financial reporting;

• overseeing the internal audit function, including conducting an annual appraisal of the internal audit function, reviewing and discussing with management the appointment of the head of internal audit, at least quarterly meetings between the chairperson of the audit committee and the head of internal audit, reviewing any significant issues raised in reports to management by internal audit and ensuring that there are no unjustified restrictions or limitations on the internal audit function and that it has sufficient resources;

• reviewing and recommending all related party transactions to the Holdco Board for approval and reviewing and approving all changes to Holdco’s related party transactions policy;

• reviewing and discussing with management the annual audited financial statements and the design, implementation, adequacy and effectiveness of Holdco’s internal controls;

• overseeing risks and exposure associated with financial matters; and

260

Table of Contents

• establishing and overseeing procedures for the receipt, retention and treatment of complaints received from Holdco employees regarding accounting, internal accounting controls or audit matters and the confidential, anonymous submission by Holdco employees of concerns regarding questionable accounting, auditing and internal control matters.

Compensation Committee

Effective upon the consummation of the Business Combination, Holdco’s board of directors intends to establish a compensation committee. It is expected that the compensation committee will consist of Ms. Pham, Mr. Grinberg and Mr. Myers. The compensation committee will have a written charter and will oversee Holdco’s compensation of its executive officers and directors. The compensation committee will assist the board in determining its responsibilities in relation to remuneration, including making recommendations to the board on Holdco’s policy on executive compensation, determining the individual remuneration and benefits package of each of the executive directors and recommending and monitoring the remuneration of senior management below board level, as the board so directs.

Indemnification of Directors and Officers

We intend to enter into separate indemnification agreements with our directors and executive officers at the closing of the Business Combination that may be broader than the specific indemnification provisions contained in the Proposed Holdco Memorandum and Articles of Association. These agreements, among other things, require us to indemnify our directors and executive officers for certain expenses, including attorneys’ fees, judgments, liabilities, fines, penalties and amounts paid in settlement incurred by a director or executive officer in any action, suit or proceeding arising out of their services as one of our directors or executive officers.

Arrangements for Election of Directors

Corporate Governance Practices

After the closing of the Business Combination, Holdco will be a “foreign private issuer,” as such term is defined in Rule 3b-4 under the Exchange Act. As a foreign private issuer we will be permitted to comply with corporate governance practices of the laws of Jersey (“Jersey”) (collectively, “Home Country Practice”) instead of certain Nasdaq corporate governance rules, provided that we disclose which requirements we will not follow and the equivalent Home Country Practice that we will comply with instead.

We intend to rely on this “foreign private issuer exemption” in lieu of certain of the rules in the Nasdaq Rule 5600 Series and Rule 5250(d), provided that we nevertheless comply with Nasdaq’s Notification of Noncompliance requirement (Rule 5625) and that we have an audit committee that satisfies Rule 5605(c)(3), consisting of committee members that meet the independence requirements of Rule 5605(c)(2)(A)(ii). We intend to comply with the Nasdaq corporate governance rules applicable to foreign private issuers, which means that we are permitted to follow certain corporate governance rules that conform to Jersey requirements in lieu of many of the Nasdaq corporate governance rules. Accordingly, our shareholders will not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq. We may utilize these exemptions for as long as we continue to qualify as a foreign private issuer.

Because Holdco will be a foreign private issuer, its directors and senior management are not subject to short-swing profit and insider trading reporting obligations under Section 16 of the Exchange Act. They will, however, be subject to the obligations to report changes in share ownership under Section 13 of the Exchange Act and related SEC rules.

Code of Business Conduct and Ethics

In connection with the Closing, Holdco will adopt a Code of Business Conduct and Ethics (the “Code of Conduct”), applicable to all of its directors, officers and employees. The Code of Conduct will set out Holdco’s fundamental values and standards of behavior that are expected from Holdco’s directors, officers and employees with respect to all aspects of Holdco’s business. The objective of the Code of Conduct will be to provide guidelines for maintaining Holdco’s integrity, reputation and honesty with a goal of honoring others’ trust in Holdco at all times. The Code of Conduct will set out guidance with respect to conflicts of interest, protection and proper use of corporate assets and opportunities, confidentiality of corporate information, fair dealing with third parties, compliance with laws and reporting of any illegal or unethical behavior.

261

Table of Contents

Holdco’s audit committee is responsible for reviewing and evaluating the Code of Conduct periodically and will recommend any necessary or appropriate changes thereto to the board of directors for consideration. The audit committee will also assist Holdco’s Board with the monitoring of compliance with the Code of Conduct and will be responsible for considering any waivers of the Code of Conduct (other than waivers applicable to Holdco’s directors or executive officers, which shall be subject to review by the board of directors as a whole).

A copy of the Code of Conduct will be available on Holdco’s website.

Investment Proposal, Approval, and Oversight Policy

Investment proposals originate from business opportunities, strategic partnerships or through CoinShares’ professional network. All proposed investments are initially reviewed and discussed at the Executive Management Committee level. CoinShares does not operate a standalone investment or product function. Each proposed investment is subject to due diligence procedures. Investment proposals over $0.5 million require approval by the CoinShares Board. Commercial terms of the investment are negotiated by a designated member of the Executive Management Committee. All contractual documentation is subject to review and approval by the CoinShares legal team and is subject to evaluation for potential conflicts of interest. All investments are subject to regulatory, due diligence, conflicts of interest and anti-money laundering (AML) reviews by CoinShares, as applicable. On an ongoing basis, investment valuations and accounting treatments are reviewed on a regular basis as part of the financial reporting process and by the CoinShares Board. Such reviews are informed by information received through investee reporting and/or publicly available sources. Investment sale offers will be considered as exit opportunities arise. The CoinShares Board is notified of any divestment opportunities over $0.5 million and approve of any offers. Upon approval by the CoinShares Board, the legal team will review as required any documentation about divestments, and all relevant documentation will be signed and executed by the Chief Executive Officer.

262

Table of Contents

DESCRIPTION OF SECURITIES OF HOLDCO

A summary of the material provisions governing our Securities is described below. This summary is not complete and should be read together with the Proposed Holdco Memorandum and Articles of Association and the Warrant Agreement, each of which has been filed as an exhibit to the registration statement of which this prospectus forms a part. You are urged to read the Articles and the Warrant Agreement for a complete description of the rights and preferences of our securityholders.

General

Holdco is a private company limited by shares organized under the laws of Jersey and its affairs are governed by the Proposed Holdco Memorandum and Articles of Association and the Jersey Companies Law (each as amended or modified from time to time).

Authorized Shares

The Holdco Ordinary Shares are expected to be listed on Nasdaq under the symbol “CS”.

Key Provisions of the Articles and Jersey Law Affecting Holdco’s Ordinary Shares or Corporate Governance

Voting Rights

All Holdco Ordinary Shares shall be entitled to vote. On a show of hands, every member present (other than by proxy) shall have one vote and on a poll, every member present (including by proxy) shall have one vote for each share of their Holdco shares.

General meetings

Notice of general meetings must be given no earlier than six weeks and no later than three weeks before the general meeting. If an amendment of the Proposed Holdco Memorandum and Articles of Association will be considered at the proposed general meeting, notices must be sent no earlier than six weeks and no later than four weeks prior to the general meeting.

General meetings may be held physically or subject to board approval, persons entitled to attend a general meeting may do so by participating in any means of communication (including communication by electronic means). Virtual attendance may also be permitted at a physical meeting.

Dividends

The right to dividends accrues to the person who is entered as holder of the shares in the share register and recorded in the record register on the record date set by shareholders when they declare a dividend at a general meeting of Holdco shareholders. Dividends may be declared by an ordinary resolution of the shareholders (a resolution of Holdco passed by at least 67% of the votes cast, in person or by proxy, at a general meeting by Holdco shareholders entitled to do so provided such dividend shall not exceed the amount recommended by the directors of Holdco.

Return of capital

Subject to the requirements of the Jersey Companies Law and any additional rights or restrictions attaching to shares, on a winding up of Holdco, the assets available for distribution among the Holdco shareholders shall be apportioned and distributed pro rata according to the number of shares in issue.

The whole or any part of the assets of Holdco may also be divided among the shareholders in-specie (whether or not such assets consist of property of one kind or different kinds). The liquidator (or, where there is no liquidator, the directors) may, for that purpose, value any assets and determine how the division shall be carried out as between the shareholders or vest the whole or any part of the assets of Holdco in trustees upon such trusts for the benefit of the shareholders. However, no shareholder shall be compelled to accept any assets upon which there is a liability.

263

Table of Contents

Transfer of shares

Subject to the Jersey Companies Law, all transfers of shares must be effected using an instrument of transfer. The instrument of transfer must in writing in any usual common form or any form approved by the Directors.

Variation of rights

Changes in shareholders’ rights as set out in the Proposed Holdco Memorandum and Articles of Association require approval by special resolution of Holdco at a general meeting. If the change relates to only a class of shareholders (where there are different classes), such changes will require sanction by special resolution passed at a meeting of that class of shareholders or written consent of shareholders of at least 67% of the issued shares of the relevant class. The conditions for changing shareholders’ rights correspond to the provisions of the Jersey Companies Law.

Share capital and changes in capital

Holdco is a no par value company with no limit on the number of shares which may be issued by the company including where there are different share classes in the capital of Holdco. Subject to the provisions of the Jersey Companies Law, the share capital of Holdco may be amended in any way by a special resolution of the shareholders.

Disclosure of interests

The Jersey Companies Law provides that, notwithstanding a conflict of interest, a director may participate in a transaction if the Proposed Holdco Memorandum and Articles of Association permit it to do so.

Under the Proposed Holdco Memorandum and Articles of Association, the following applies with respect to the directors’ interests. Subject to the provisions of the Jersey Companies Law, as long as a director of Holdco has disclosed the nature and extent of their interest to the board, such director can:

• be a party to, or otherwise have an interest in, any transaction or arrangement with Holdco or in which Holdco has a direct or indirect interest;

• be a director, officer or employee of or a party to a transaction or arrangement with, or otherwise interested in, any corporate body in which Holdco has any interest whether direct or indirect;

• act by themselves or through their firm in a paid professional role for Holdco (other than as auditor); and

• be a director who has, and is permitted to have, any interest referred to in the above paragraphs can keep any remuneration or other benefit which they derive as a result of having that interest as if they were not a director.

Any disclosure may be made at a meeting of the board, by notice in writing or by general notice or otherwise in accordance with the Jersey Companies Law.

Untraced shareholders

If a shareholder cannot be reached and their dividend remains unclaimed for a period of ten years from the date of declaration, their claim regarding the amount of payment to Holdco remains for ten years. At the end of the ten-year period, the dividend will accrue to Holdco.

Borrowing powers

The written consent of shareholders holding at least 67% of the issued Holdco Ordinary Shares will be required for any borrowings that will require the creation of any charge or other security over any assets or property of Holdco or its subsidiaries which, when aggregated with all other borrowings, would exceed £200,000,000 (excluding borrowings in the ordinary course of business and amounts borrowed from other group companies in Holdco’s corporate group). However, this restriction does not apply to the issuance by Holdco of any corporate or convertible bonds or other debt instruments on an unsecured basis.

264

Table of Contents

Directors

Directors may be appointed or removed by the shareholders by ordinary resolution of the shareholders. Subject to the foregoing, each director shall hold office until they resign, retire, are disqualified, or are otherwise removed in accordance with the Proposed Holdco Memorandum and Articles of Association.

Redemption

Subject to the Jersey Companies law, shares in the capital of Holdco may be converted into shares which are to be redeemed or are liable to be redeemed at the option of Holdco or at the option of the holder on such terms and in such manner as may be determined by special resolution.

Warrants

Each Holdco Warrant will entitle the registered holder to purchase one Holdco Ordinary Share at a price of $11.50 per share, subject to adjustment as discussed herein, at any time commencing 30 days after the completion of the Business Combination, provided that Holdco has an effective registration statement under the Securities Act covering the Holdco Ordinary Shares issuable upon exercise of the Holdco Warrants and a current prospectus relating to them is available (or Holdco permits holders to exercise their Holdco Warrants on a “cashless basis” under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrantholder may exercise its warrants only for a whole number of Holdco Ordinary Shares. The warrants will expire five years after the completion of the Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

Holdco will not be obligated to deliver any Holdco Ordinary Shares pursuant to the exercise of a Holdco Warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Holdco Ordinary Shares underlying the Holdco Warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration. No Holdco Warrant will be exercisable and we will not be obligated to issue Holdco Ordinary Shares upon exercise of a Holdco Warrant unless the Holdco Ordinary Shares issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Holdco Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Holdco Warrant, the holder of such Holdco Warrant will not be entitled to exercise such Holdco Warrant and such Holdco Warrant may have no value and expire without value to the holder. In no event will we be required to net cash settle any Holdco Warrant. In the event that a registration statement is not effective for the exercised Holdco Warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Holdco Ordinary Share underlying such unit.

Holdco has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of the Business Combination, Holdco will use its commercially reasonable efforts to file with the SEC a registration statement registering, under the Securities Act, the issuance of the Holdco Ordinary Shares issuable upon exercise of the Holdco Warrants. Holdco will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the Holdco Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Holdco Ordinary Shares are at the time of any exercise of a Holdco Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at its option, require holders of Holdco Warrants who exercise their Holdco Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but Holdco will be required to use its commercially reasonable efforts to register or qualify the issuance of shares under applicable blue sky laws to the extent an exemption is not available. To exercise Holdco Warrants on a cashless basis, each holder would pay the exercise price by surrendering the Holdco Warrants in exchange for a number of Holdco Ordinary Shares equal to the quotient obtained by dividing (x) the product of (i) the number of Holdco Ordinary Shares underlying the Holdco Warrants, and (ii) the excess of the “fair market value” (defined below) over the exercise price of the Holdco Warrants by (y) such fair market value. Solely for the purposes of the preceding sentence, “fair market value” shall mean the 10-day average trading price as of the date on which the notice of exercise is received by the warrant agent.

265

Table of Contents

Redemption of Holdco Warrants

Beginning 30 days after completion of the Business Combination, Holdco may redeem the outstanding Holdco Warrants for cash:

• in whole and not in part;

• at a price of $0.01 per Holdco Warrant;

• upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”); and

• if, and only if, the last reported sale price of the Holdco Ordinary Shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which Holdco sends the notice of redemption to the warrantholders. Holdco will not redeem the Holdco Warrants as described above unless a registration statement under the Securities Act covering the Holdco Ordinary Shares issuable upon exercise of the Holdco Warrants is effective and a current prospectus relating to those Holdco Ordinary Shares is available throughout such 30 trading day period and the 30 day redemption period.

If and when the Holdco Warrants become redeemable by Holdco, Holdco may exercise its redemption right even if Holdco is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

If the foregoing conditions are satisfied and Holdco issues a notice of redemption of the Holdco Warrants, each warrantholder will be entitled to exercise its Holdco Warrant prior to the scheduled redemption date. However, the price of the Holdco Ordinary Shares may fall below the $18.00 redemption trigger price (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) as well as the $11.50 (for whole shares) Holdco Warrant exercise price after the redemption notice is issued.

Redemption Procedures

A holder of a Holdco Warrant may notify Holdco in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such Holdco Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 9.8% (or such other amount as a holder may specify) of the Holdco Ordinary Shares outstanding immediately after giving effect to such exercise.

Anti-Dilution Adjustments

If the number of outstanding Holdco Ordinary Shares is increased by a share dividend payable in Holdco Ordinary Shares, or by a subdivision of Holdco Ordinary Shares or other similar event, then, on the effective date of such share dividend, subdivision or similar event, the number of Holdco Ordinary Shares issuable on exercise of each Holdco Warrant will be increased in proportion to such increase in the outstanding Holdco Ordinary Shares. A rights offering to holders of Holdco Ordinary Shares entitling holders to purchase Holdco Ordinary Shares at a price less than the fair market value will be deemed a share dividend of a number of Holdco Ordinary Shares equal to the product of (i) the number of Holdco Ordinary Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Holdco Ordinary Shares) multiplied by (ii) one (1) minus the quotient of (x) the price per Holdco Ordinary Share paid in such rights offering divided by (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Holdco Ordinary Shares, in determining the price payable for Holdco Ordinary Shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion, (ii) 10-day average closing price means, as of any date, the average last reported sale price of the Holdco Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to such date and (iii) fair market value means the 10-day average closing price the first date on which the Holdco Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

In addition, if we, at any time while the Holdco Warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of Holdco Ordinary Shares on account of such Holdco Ordinary Shares (or other shares into which the Holdco Warrants are convertible), other than (a) as described above,

266

Table of Contents

(b) certain ordinary cash dividends, (c) to satisfy the redemption rights of the holders of Holdco Ordinary Shares in connection with a proposed initial business combination, or (d) to satisfy the redemption rights of the holders of Holdco Ordinary Shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) in a manner that would affect the substance or timing of our obligation to redeem 100% of our Holdco Ordinary Shares if we do not complete our initial business combination within the completion window or (B) with respect to any other provision relating to the rights of holders of our Holdco Ordinary Shares or pre-initial business combination activity, then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each Holdco Ordinary Share in respect of such event.

If the number of outstanding Holdco Ordinary Shares is decreased by a consolidation, combination, or reclassification of Holdco Ordinary Shares or other similar event, then, on the effective date of such consolidation, combination, reclassification or similar event, the number of Holdco Ordinary Shares issuable on exercise of each Holdco Warrant will be decreased in proportion to such decrease in outstanding Holdco Ordinary Shares.

Whenever the number of Holdco Ordinary Shares purchasable upon the exercise of the Holdco Warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of Holdco Ordinary Shares purchasable upon the exercise of the Holdco Warrants immediately prior to such adjustment, and (y) the denominator of which will be the number of Holdco Ordinary Shares so purchasable immediately thereafter. The warrant agreement provides that no adjustment to the number of the Holdco Ordinary Shares issuable upon exercise of a Holdco Warrant will be required until cumulative adjustments amount to 1% or more of the number of Holdco Ordinary Shares issuable upon exercise of a Holdco Warrant as last adjusted. Any such adjustments that are not made will be carried forward and taken into account in any subsequent adjustment. All such carried forward adjustments will be made (i) in connection with any subsequent adjustment that (taken together with such carried forward adjustments) would result in a change of at least 1% in the number of Holdco Ordinary Shares issuable upon exercise of a Holdco Warrant and (ii) on the exercise date of any Holdco Warrant.

In addition, if (x) we issue additional Holdco Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a New Issuance Price of less than $9.20 per Holdco Ordinary Share (with such issue price or effective issue price to be determined in good faith by our board of directors (including consideration of the market price) and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Holdco Ordinary Shares during the 20 trading day period starting on the trading day following the effective date of the registration statement under the Securities Act covering the issuance of the Holdco Ordinary Shares issuable upon exercise of the Holdco Warrants (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the Holdco Warrants will be adjusted to be equal to 115% of the higher of the Market Value and the New Issuance Price and the $18.00 per share redemption trigger price described below under “Description of Securities — Warrants — Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the New Issuance Price.

In case of any reclassification or reorganization of the outstanding Holdco Ordinary Shares (other than those described above or that solely affects the par value of such Holdco Ordinary Shares), or in the case of any merger or consolidation of us with or into another entity in which any “person” or “group” (as such terms are used in Section 13(d) and 14(d) of the Exchange Act) acquires more than 50% of the voting power of the securities, or in the case of any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially as an entirety, the holders of the Holdco Warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Holdco Warrants and in lieu of our Holdco Ordinary Shares immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or any such sale or transfer, that the holder of the Holdco Warrants would have received if such holder had exercised their Holdco Warrants immediately prior to such event. If less than 70% of the consideration receivable by the holders of Holdco Ordinary Shares in such a transaction is payable in the form of shares in the successor entity that is listed for trading on a national securities exchange or is quoted in an established

267

Table of Contents

over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the Holdco Warrant properly exercises the Holdco Warrant within thirty days following public disclosure of such transaction, the Holdco Warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes warrant value (as defined in the warrant agreement) of the Holdco Warrant. The purpose of such exercise price reduction is to provide additional value to holders of the Holdco Warrants when an extraordinary transaction occurs during the exercise period of the Holdco Warrants pursuant to which the holders of the Holdco Warrants otherwise do not receive the full potential value of the Holdco Warrants. The warrant exercise price will not be adjusted for other events.

The Holdco Warrants will be issued in registered form under an amended and restated warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. You should review a copy of the warrant agreement, which will be filed as an exhibit to the registration statement of which this prospectus is a part, for a complete description of the terms and conditions applicable to the Holdco Warrants. The warrant agreement provides that the terms of the Holdco Warrants may be amended without the consent of any holder to cure any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the Holdco Warrants and the warrant agreement set forth in this prospectus, but requires the approval by the holders of at least 50% of the then outstanding Holdco Warrants to make generally any change that adversely affects the interests of the registered holders of Holdco Warrants.

The Holdco Warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a “cashless basis,” if applicable), by certified or official bank check payable to us, for the number of Holdco Warrants being exercised. The warrantholders do not have the rights or privileges of holders of Holdco Ordinary Shares or any voting rights until they exercise their Holdco Warrants and receive Holdco Ordinary Shares. After the issuance of Holdco Ordinary Shares upon exercise of the Holdco Warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by shareholders.

We have agreed that, subject to applicable law, any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement will be brought and enforced in the courts of the State of New York located in the County of New York or the United States District Court for the Southern District of New York, and we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. See “Risk Factors — The Vine Hill Warrant Agreement designates and the Amended and Restated Warrant Agreement will designate, the courts of the State of New York located in the County of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of the Vine Hill Public Warrants, as applicable, which will limit the ability of Vine Hill Public Warrant holders to obtain a favorable judicial forum for disputes with Holdco.” This provision applies to claims under the Securities Act but does not apply to claims under the Exchange Act or any claim for which the federal district courts of the United States of America are the sole and exclusive forum. No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number of Holdco Ordinary Shares to be issued to the warrantholder.

268

Table of Contents

COMPARISON OF CORPORATE Governance and ShareholderS’ Rights

Holdco is incorporated under the laws of Jersey and the rights of Holdco shareholders will be governed by the laws of Jersey and the Proposed Holdco Memorandum and Articles of Association. As a result of the Business Combination, Vine Hill shareholders who receive Holdco Ordinary Shares will become shareholders of Holdco and CoinShares’ existing shareholders will receive Holdco Ordinary Shares and become shareholders of Holdco. Thus, following the Business Combination, the rights of Vine Hill shareholders who become Holdco shareholders in the Business Combination will no longer be governed by Cayman Islands law but will instead be governed by the laws of Jersey. Additionally, the rights of Vine Hill shareholders will no longer be governed by the Vine Hill Memorandum and Articles of Association, and the rights of CoinShares’ shareholders will no longer be governed by the CoinShares Memorandum and Articles of Association, and instead will be governed by the Proposed Holdco Memorandum and Articles of Association.

Material differences between the Vine Hill Memorandum and Articles of Association and the Proposed Holdco Memorandum and Articles of Association relate to the election of directors and matters requiring supermajority approval. Under the Vine Hill Memorandum and Articles of Association, directors are elected by a simple majority of the votes cast by shareholders voting in person or by proxy at a general meeting, and under the Proposed Holdco Memorandum and Articles of Association, directors are elected by holders of at least 67% of the votes cast by shareholders voting in person or by proxy, at a general meeting.

Set forth below is a summary comparison of the material differences in the rights of CoinShares’ shareholders as compared with the rights of Holdco’s shareholders. This summary does not purport to be complete and is qualified in its entirety by reference to the constitutional documents of CoinShares and HoldCo and the provisions of applicable Jersey and Swedish laws and regulations and applicable U.S. laws and regulations.

		CoinShares Memorandum and Articles of Association		Proposed Holdco Memorandum and Articles of Association
Authorized Shares; Pre-Emptive rights		Under the CoinShares Memorandum and Articles of Association, the share capital of Coinshares is £99,000, divided into 200,000,000 CoinShares Shares. CoinShares may issue CoinShares Shares (or rights to subscribe for, or other securities of CoinShares convertible into, CoinShares Shares) (such securities, “Equity Securities”) only if CoinShares has provided to each holder of then outstanding CoinShares Shares prior notice of and the right to participate in such issuance on a pro rata basis, except that such obligation will not apply to (i) Equity Securities issued, during any period of two consecutive calendar years, in an amount not to exceed twenty five percent (25%) of the total number of CoinShares Shares outstanding as of 9:00 a.m. on 1st January of such year, pursuant to unanimous approval of the CoinShares Board; (ii) Equity Securities issued in the three years following the adoption of the CoinShares Memorandum and Articles of Association pursuant to any employee incentive or bonus plan or scheme approved by the CoinShares Board (provided such securities do not in the aggregate exceed fifteen percent (15%) of the then outstanding CoinShares Shares); or (iii) Equity Securities issued pursuant to the exercise, and upon the surrender, of any warrants of CoinShares in accordance with their terms. See Article 4 of the CoinShares Memorandum and Articles of Association.		Under the Proposed Holdco Memorandum and Articles of Association, Holdco will be authorized to issue an unlimited number of Holdco Ordinary Shares. Under the Proposed Holdco Memorandum and Articles of Association, shareholders of Holdco will not have the right to notice of or to participate in subsequent share issuances. See Article 4 of the Proposed Holdco Memorandum and Articles of Association.

269

Table of Contents

		CoinShares Memorandum and Articles of Association		Proposed Holdco Memorandum and Articles of Association
Certain Matters Requiring Supermajority Approval		The CoinShares Memorandum and Articles of Association include a provision that CoinShares will not, and will cause each subsidiary of CoinShares not to, undertake any of the following actions, whether in a single transaction or series of related transactions, without the consent in writing of not less than sixty-seven percent (67%) of the then outstanding CoinShares Shares: (i) sell, transfer or dispose of any subsidiary of CoinShares or the assets of CoinShares or such subsidiary as would have a material impact upon the operations of CoinShares and its subsidiaries as a whole; (ii) cease a material business of CoinShares or any of its subsidiaries; (iii) present a petition for the winding-up of CoinShares or any of its subsidiaries (other than a subsidiary whose net assets do not exceed £50,000); (iv) make or enter into a material arrangement with or for the benefit of a creditor (except where such creditor is CoinShares or any of its subsidiaries); (v) enter into any material related-party transaction (other than in the normal course of business or on arms’ length commercial terms); (vi) acquire assets or property in excess of £50,000,000 in the aggregate (per transaction); (vii) create any charge or other security over assets or property of CoinShares or any of its subsidiaries to secure indebtedness which would exceed £200,000,000 in the aggregate (other than in the ordinary course of business and disregarding amounts borrowed from CoinShares or another subsidiary of CoinShares); (viii) make any loan or advance in excess of £2,500,000 (other than in the ordinary course of business or to CoinShares or any of its subsidiaries); or (ix) give any guarantee or indemnity pursuant to which Coinshares’ or such subsidiary’s liability would exceed £2,500,000 (other than in the normal course of business or if given in respect of another subsidiary of CoinShares). See Article 17 of the CoinShares Memorandum and Articles of Association.		Under the Proposed Holdco Memorandum and Articles of Association, there are no equivalent of the reserved matters as set out in the Article 17 of the CoinShares Memorandum and Articles of Association requiring consent of a supermajority of the then outstanding Holdco Ordinary Shares.
Holding Company Structure		CoinShares shareholders hold their equity interests directly in CoinShares.		Holdco will become the publicly U.S. listed parent company of CoinShares. CoinShares will become a wholly owned subsidiary of Holdco. Former CoinShares shareholders will receive Holdco ordinary shares and will no longer hold shares directly in CoinShares. Holdco will have no operations of its own and its ability to pay dividends or make distributions will depend on distributions from CoinShares and/or its subsidiaries. Holdco shareholders will be structurally subordinated to creditors of Holdco’s subsidiaries, including CoinShares.

270

Table of Contents

Vine Hill shareholders and other interested parties are urged to carefully read the relevant provisions of the Proposed Holdco Memorandum and Articles of Association that will be in effect as of consummation of the Business Combination (which form is included as Annex C to this proxy statement/prospectus). However, the Proposed Holdco Memorandum and Articles of Association may change at any time prior to consummation of the Business Combination by mutual agreement of Vine Hill and Holdco or be amended any time after the consummation of the Business Combination by amendment in accordance with their terms. For a summary of the differences between the Vine Hill Memorandum and Articles of Association and the Proposed Holdco Memorandum and Articles of Association please see to the table provided in “The Advisory Organizational Document Proposals.” If the Proposed Holdco Memorandum and Articles of Association are amended, the summary of the differences between the Vine Hill Memorandum and Articles of Association or the CoinShares Memorandum and Articles of Association on the one hand, and the Proposed Holdco Memorandum and Articles of Association on the other hand, may cease to accurately reflect the Proposed Holdco Memorandum and Articles of Association as so amended.

271

Table of Contents

SHARES ELIGIBLE FOR FUTURE SALE

Upon the Closing, Holdco will have Holdco Ordinary Shares authorized and, based on assumptions set out elsewhere in this proxy statement/prospectus, up to 153,066,668 Holdco Ordinary Shares issued and outstanding, assuming no Vine Hill Public Shares are redeemed in connection with the Business Combination and there are no dissenting Vine Hill shareholders. All of the Holdco Ordinary Shares issued in connection with the Business Combination will be freely transferable by persons other than by Holdco’s “affiliates” or Vine Hill’s “affiliates” without restriction or further registration under the Securities Act. Sales of substantial amounts of the Holdco Ordinary Shares in the public market could adversely affect prevailing market prices of the Holdco Ordinary Shares. Prior to the Business Combination, there has been no public market for Holdco Ordinary Shares. Holdco has applied for listing of the Holdco Ordinary Shares on Nasdaq, but Holdco cannot assure you that a regular trading market will develop in the Holdco Ordinary Shares.

Lock-up Agreements

Concurrently with the execution and delivery of the Business Combination Agreement, Sponsor and the Key CoinShares Shareholders (collectively, the “Lock-Up Parties” and each, a “Lock-Up Party”) entered into a Lock-Up Agreement, to be effective as of Closing, with Holdco and Vine Hill, pursuant to which the Lock-Up Parties agreed that the Holdco Ordinary Shares received by each such Lock-Up Party will be locked up and subject to transfer restrictions, as described below, subject to certain exceptions. The Holdco Ordinary Shares held by each Lock-Up Party will be locked up until the earlier of (i) six (6) months after the date of the Closing (the “Anniversary Release”) and (ii) the date on which Holdco consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction after the Closing which results in all of Holdco’s shareholders having the right to exchange their Holdco Ordinary Shares for cash, securities or other property. Beginning on the date that is 90 days after the Closing Date, any CoinShares Shareholder prior to the Business Combination that is subject to a Lock-Up Agreement other than any executive officer, founder or director of Holdco or their respective affiliates, may transfer up to 20% of their respective Holdco Ordinary Shares, so long as the closing sales price of the Holdco Ordinary Shares equals or exceeds $18.00 per share for at least 20 trading days within any 30 consecutive trading day period commencing any time 60 days after the Closing Date. Any CoinShares Shareholder prior to the Business Combination that is subject to a Lock-Up Agreement may transfer all of their respective Holdco Ordinary Shares, so long as the closing sales price of the Holdco Ordinary Shares equals or exceeds $22.00 per share for at least 20 trading days within any 30 consecutive trading day period commencing any time after the Closing Date.

Rule 144

All of Holdco’s Ordinary Shares that will be outstanding upon the completion of the Business Combination, other than those Holdco Ordinary Shares registered pursuant to the Registration Statement on Form F-4 of which this proxy statement/prospectus forms a part, will be “restricted securities” as that term is defined in Rule 144 under the Securities Act and may be sold publicly in the United States only if they are subject to an effective registration statement under the Securities Act or pursuant to an exemption from the registration requirement such as those provided by Rule 144 and Rule 701 promulgated under the Securities Act. In general, beginning 90 days after the date of this proxy statement/prospectus, a person (or persons whose shares are aggregated) who, at the time of a sale, is not and has not been during the three months preceding the sale, an affiliate of Holdco and has beneficially owned Holdco’s restricted securities for at least six months will be entitled to sell the restricted securities without registration under the Securities Act, subject only to the availability of current public information about Holdco. Persons who are affiliates of Holdco and have beneficially owned Holdco’s restricted securities for at least six months may sell a number of restricted securities within any three-month period that does not exceed the greater of the following:

• 1% of the then outstanding equity shares of the same class which, immediately after the Business Combination, will equal 153,066,668 Holdco Ordinary Shares, including 4,400,001 Holdco Ordinary Shares held by the Sponsor that will be subject to certain lock-up arrangements described above, that are subject to certain lock-up arrangements which Vine Hill’s officers, directors and shareholders entered into in connection with the Vine Hill IPO, as described above; or

• the average weekly trading volume of Holdco’s Ordinary Shares of the same class during the four calendar weeks preceding the date on which notice of the sale is filed with the SEC.

272

Table of Contents

Sales by affiliates of Holdco under Rule 144 are also subject to certain requirements relating to manner of sale, notice and the availability of current public information about Holdco.

Rule 701

In general, under Rule 701 of the Securities Act as currently in effect, each of CoinShares’ employees, consultants or advisors who purchases equity shares from Holdco in connection with a compensatory stock plan or other written agreement executed prior to the completion of the Business Combination is eligible to resell those equity shares in reliance on Rule 144, but without compliance with some of the restrictions, including the holding period, contained in Rule 144. However, the Rule 701 shares would remain subject to lock-up arrangements and would only become eligible for sale when the lock-up period expires.

Registration Rights

Simultaneously with the Closing, each of Holdco, Vine Hill and the SPAC Sponsor, together with certain other persons listed on the signature pages thereto, will enter into aa Amended and Restated Registration Rights Agreement (pursuant to which, upon completion of the Business Combination, Holdco will grant certain registration rights to the SPAC Sponsor and certain other holders of Holdco Ordinary Shares.

273

Table of Contents

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Vine Hill’s Related Person Transactions

On May 28, 2024, the Sponsor purchased an aggregate of 7,666,667 Vine Hill Class B Shares for an aggregate purchase price of $25,000, of which 333,333 were subsequently forfeited following the partial exercise of the underwriters’ over-allotment option in the Vine Hill IPO. The number of Vine Hill Class B Shares issued was determined based on the expectation that the Vine Hill Class B Shares would represent 25% of the outstanding ordinary shares upon completion of the Vine Hill IPO. On September 12, 2024, Vine Hill closed on the underwriters’ partial exercise of their over-allotment option to purchase 2,000,000 Vine Hill Units and as a result of the underwriters’ partial exercise of the over-allotment option, 333,333 Vine Hill Class A Shares were forfeited, resulting in 7,333,334 Vine Hill Class B Shares being outstanding.

The Sponsor purchased an aggregate of 5,500,000 Vine Hill Private Warrants for a purchase price of $1.00 per warrant in the private placement. As such, the Sponsor’s interest in this transaction is valued at $5,500,000. Each Vine Hill Private Warrant entitles the holder thereof to purchase one Vine Hill Class A Share at a price of $11.50 per share, subject to adjustment as provided herein. The Vine Hill Private Warrants (including the Vine Hill Class A Shares issuable upon exercise of the Vine Hill Private Warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the Business Combination.

The Sponsor, officers and directors or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on Vine Hill’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Vine Hill’s audit committee will review on a quarterly basis all payments that were made by Vine Hill to the Sponsor, its officers, directors or any of their respective affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on Vine Hill’s behalf.

At the time of the Vine Hill IPO, the Sponsor agreed to loan Vine Hill up to $300,000. These loans were non-interest-bearing, unsecured and were repaid upon completion of the Vine Hill IPO out of the $1,000,000 of offering proceeds that has been allocated for the payment of offering expenses (other than underwriting commissions) not held in the Trust Account.

Commencing on the date on which Vine Hill’s securities were first listed on Nasdaq, Vine Hill began to pay an amount equal to $10,000 per month to an affiliate of the Sponsor for office space, administrative and shared personnel support services.

Commencing on the date on which Vine Hill’s securities were first listed on Nasdaq, Vine Hill began to pay each of Mr. Petruska, its Chief Executive Officer and Mr. Zlotnitsky, its Chief Financial Officer, $33,000 per month for their services prior to the consummation of the Business Combination, of which $16,500 per month is payable on a current basis and the balance will be payable upon the consummation of the Business Combination. In addition, commencing on the date on which Vine Hill’s securities were first listed on Nasdaq, Vine Hill began to pay Mr. Seavers, its Executive Director, director fees of $33,000 per month, all of which will be payable upon consummation of the Business Combination.

Upon completion of the Business Combination or Vine Hill’s liquidation, Vine Hill will cease paying these monthly fees. Accordingly, in the event the consummation of the Business Combination takes the maximum 21 months, the Sponsor’s affiliates will be paid a total of $210,000 ($10,000 per month in either case) and will be entitled to be reimbursed for any out-of-pocket expenses.

In order to finance transaction costs in connection with the Business Combination, the Sponsor or an affiliate of the Sponsor or certain of our directors and officers may, but are not obligated to, loan Vine Hill funds as may be required (“Working Capital Loans”). In the event that the Business Combination does not close, Vine Hill may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of the date of this proxy statement/prospectus, there is an outstanding working capital loan from the Sponsor in the aggregate principal amount of $540,000, which will be forgiven and cancelled for no consideration prior to the effective time of the SPAC Merger.

274

Table of Contents

Vine Hill does not expect to seek loans from parties other than the Sponsor, an affiliate of the Sponsor or its officers and directors, if any, as it does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in its Trust Account.

After the Business Combination, members of Vine Hill’s management team who remain with CoinShares, if any, may be paid consulting, management or other fees from the Combined Company with any and all amounts being fully disclosed to its shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to its shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider the initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive officer and director compensation.

Vine Hill entered into a registration rights agreement with respect to the Vine Hill Class B Shares, Vine Hill Private Warrants and warrants that may be issued upon conversion of working capital loans (and any Vine Hill Class A Shares issuable upon the exercise of the Vine Hill Private Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Vine Hill Class B Shares).

Sponsor Support Agreement

Contemporaneously with the execution of the Business Combination Agreement, Vine Hill entered into a Sponsor Support Agreement with Sponsor, CoinShares and Holdco (the “Sponsor Support Agreement”), pursuant to which, among other things, Sponsor agreed (i) to vote its Vine Hill Ordinary Shares in favor of the Business Combination and all related transactions and proposals and withhold consent for any action that may result in breach of the Business Combination Agreement or otherwise impair the Closing, (ii) to waive any rights to adjustment or other anti-dilution or similar protections with respect to the rate that the Vine Hill Class B Shares held by Sponsor will convert into Vine Hill Class A Shares in connection with the Business Combination and related transactions, (iii) not to transfer, redeem or cause the redemption of any of the Vine Hill Class B Shares or Vine Hill Class A Shares held by Sponsor prior to or in connection with the consummation of the Business Combination, (iv) to forfeit and surrender the Sponsor Forfeited Shares, (v) to effect the Vine Hill Private Warrant Cancellation, (vi) to consummate the Sponsor Share Conversion one day prior to the Vine Hill Effective Time, (vii) to release any claims against Vine Hill, Holdco, CoinShares and SPAC Merger Sub with respect to any matter arising prior to the Closing, subject to customary exceptions and existing contractual rights and (viii) to cause to be forgiven, for no consideration, any loans made to Vine Hill by Sponsor, any member of Vine Hill or the Sponsor’s respective management teams or any other person. For additional information, please see the section entitled “The Business Combination Proposal — Certain Agreements Related to the Business Combination — Sponsor Support Agreement.”

Amended and Restated Registration Rights Agreement

Vine Hill entered into a registration rights agreement with respect to the Vine Hill Class B Shares, Vine Hill Private Warrants and warrants that may be issued upon conversion of working capital loans (and any Vine Hill Class A Shares issuable upon the exercise of the Vine Hill Private Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Vine Hill Class B Shares). Pursuant to the Business Combination Agreement, at the Closing, Holdco, the Sponsor and certain other Holdco shareholders will enter into the A&R Registration Rights Agreement, Pursuant to the terms of the A&R Registration Rights Agreement, Holdco will be obligated to, among other things, file a registration statement to register the resale of certain securities of Holdco held by the Sponsor and such other securityholders. In addition, pursuant to the terms of the A&R Registration Rights Agreement and subject to certain requirements and customary conditions, including with regard to the number of demand rights that may be exercised, the Sponsor and such other securityholders may demand at any time or from time to time, that Holdco file a registration statement on Form F-3 (or on Form F-1 if Form F-3 is not available) to register the securities of Holdco held by such holders. The A&R Registration Rights Agreement will also provide the Sponsor and such securityholders with “piggy-back” registration rights, subject to certain requirements and customary conditions.

Vine Hill’s Policy for Approval of Related Party Transactions

Vine Hill had not yet adopted a formal policy for the review, approval or ratification of related party transactions prior to the Vine Hill IPO. Accordingly, the transactions discussed above were not reviewed, approved or ratified in accordance with any such policy.

275

Table of Contents

Vine Hill has adopted a Code of Ethics requiring it to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by its board of directors (or the appropriate committee of its board) or as disclosed in its public filings with the SEC. Under its Code of Ethics, conflict of interest situations will include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving Vine Hill.

In addition, Vine Hill’s audit committee, pursuant to its written charter, is responsible for reviewing and approving related party transactions to the extent that Vine Hill enters into such transactions. An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present will be required in order to approve a related party transaction. A majority of the members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction. Vine Hill’s audit committee reviews on a quarterly basis all payments that were made by it to the Sponsor, its officers or directors or its or any of their affiliates.

These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.

To further minimize conflicts of interest, Vine Hill agreed not to consummate an initial business combination with an entity that is affiliated with any of the Sponsor, its officers or directors unless it or a committee of independent and disinterested directors, has obtained an opinion from an independent investment banking firm which is a member of FINRA or an independent registered public accounting firm that the initial business combination is fair to Vine Hill from a financial point of view.

CoinShares’ Related Person Transactions

CS2LP and CSGP2L

CoinShares GP II Limited, (“CSGP2L”) is the General Partner to CoinShares Fund II LP (“CS2LP”). CoinShares recognized carried interest as of December 31, 2022, 2023 and 2024 of $6.4 million, $6.9 million and $6.1 million, respectively, which is held as an investment. In the years ended December 31, 2022, 2023 and 2024, CoinShares also settled expenditure on behalf of CS2LP of $8.7 thousand, $3.0 thousand and $0, respectively of which $1.8 thousand, $0 and $0 was outstanding of December 31, 2022, 2023 and 2024, respectively.

CSGP2L also received quarterly an amount of one quarter of two percent of the net asset value of CSF2LP. $0.1 million, $0.2 million and $0.2 million was accrued for this fee, of which $44.3 thousand, $40.8 thousand and $40.6 thousand was outstanding as of December 31, 2022, December 31, 2023, and December 31, 2024, respectively.

CoinShares had control of CSGP2L until April 3, 2025, when it was disposed of in its entirety to a third party. As part of this transaction the Group Companies retain the carried interest due to it as carried interest partner to CS2LP as of December 31, 2024, which is due on dissolution of the underlying Fund. In lieu of any consideration, CoinShares is also entitled to receive 50% of any carried interest earned in excess of the amount held as of December 31, 2024. As of June 30, 2025, the carried interest was valued at $6.5 million and deemed fully recoverable.

Gold Token SA

CoinShares previously held an investment in Gold Token SA (“GTSA”), which it held as an associate as of December 31, 2022 and 2023 due the shares owned by CoinShares (2022: 22.54%, 2023: 22.54%, 2024: 18.57% and June 2025: 17.63%) in StableMint and the significant influence over the entity. It was initially established as joint venture with an investment of CHF 35,000 in 2018. It was initially established as joint venture with an investment of CH 35,000 in 2028. The Group Companies had provided a fixed term interest free loan of CHF100,000, repayable on February 28, 2021. The outstanding amount of CHF100,000 was written off during 2022, as was an equivalent amount due from GTSA to the other former joint venture partner. The Group Companies settled expenditure on behalf of GTSA of $0, $0.3 thousand and $2.1 thousand of which $0, $0 and $0 remained outstanding as of December 31, 2022, December 31, 2023 and December 2024, respectively. As of December 31, 2024, GTSA was held by the Group Companies as an investment. During 2025, the shares held in GTSA were traded for 17.63% of the shares in Stable Mint and as of October 29, 2025, CoinShares no longer holds any ownership interest in GTSA.

276

Table of Contents

Komainu

The Group Companies have an investment in Komainu Holdings Limited (“KHL”) of which Mr. Jean-Marie Mognetti, our Chief Executive Officer and a 10% shareholder, is a director and shareholder. In the year ended December 31, 2022, the Group Companies settled expenditure on behalf of KHL in the year of $24.3 thousand of which $12.1 thousand remained outstanding as of December 31, 2022. In the year ended December 31, 2023, the Group Companies settled expenditure on behalf of KHL of $8.4 thousand (£6.7 thousand) of which $0 remained outstanding as of December 31, 2023. There was no settled expenditure for the year ended December 31, 2024, or for any period thereafter.

The Group Companies have a recharge agreement since 2020 with KHL which allows for KHL to use office facilities of the Group Companies. Under the recharge agreement, for the years ended December 31, 2022, 2023, and 2024, $ 0.2 million, $0.2 million and $0.2 million, respectively, was charged by the Group Companies to KHL. As of December 31, 2022, 2023 and 2024, $13.3 thousand, $14.0 thousand and $13.9 thousand, respectively was outstanding. In the year ended December 31, 2023, previously outstanding expenses of $12.6 thousand were written off by the Group Companies. For the six months ended June 30, 2025, $0.1 million has been charged of which $15.1 thousand is outstanding as of June 30, 2025.

Komainu (Jersey) Limited (“KJL”), a wholly owned subsidiary of KHL provides custodial services to the Group Companies. For the years ended December 31, 2023, and 2024, the Group Companies paid fees to KJL of $1.0 million and $3.7 million respectively. Of such amounts, as of December 31, 2023 and 2024, $0.2 million and $0.4 million was outstanding, respectively. For the six months ended June 30, 2025, KJL charged the Group Companies fees of $2.1 million of which $0.7 million was outstanding as of June 30, 2025.

The Group Companies also settle transactions on behalf of KJL which has fees retained that are required to be returned to KJL. For the year ended December 31, 2022, the Group Companies settled expenditure on behalf of KJL of $0.1 million, of which $0 was outstanding as of December 31, 2022. In the year ended December 31, 2023, fees of $13.2 thousand were returned, of which $0.1 thousand was outstanding as of December 31, 2023. In the year ended December 31, 2022, KJL also settled expenditure on behalf of the Group Companies of $6.6 thousand of which $0 was outstanding as of December 31, 2022.

The Group Companies have a service agreement with KJL which allows for support regarding staking and operations. In the years ended December 31, 2022 and 2023, $13.6 thousand and $6.2 thousand, respectively were charged for the periods. As of December 31, 2022, $13.3 thousand was outstanding. In the year ended December 31, 2023, the Group Companies wrote off the balance as of December 31, 2023. In the year ended December 31, 2023, an additional amount was charged in relation to a staff cost of $8.7 thousand of which $8.9 thousand was outstanding as of December 31, 2023.

Frank Spiteri

In the year ended December 31, 2022, Mr. Frank Spiteri was a person discharging managerial responsibility and a shareholder of the Group Companies. During the year, the Group Companies agreed to a buyback of share options over 171,000 ordinary shares granted to him through the employee incentive plan, at a price of SEK 15 per share on August 12, 2022. This buyback comprised 10% of Mr. Spiteri’s total share options. Mr. Spiteri received $0.3 million for the buyback of the options. Mr. Spiteri’s managerial responsibilities ceased in Q2 2025.

3iQ

3iQ Corp (“3iQ”) which was an investee company of the Group Companies in the years ended December 31, 2022 and 2023, where Meltem Demirors, a person discharging managerial responsibility of the Group Companies during such periods, held a board seat. As of December 31, 2022, the Group Companies held 56,623,841 units of the 3iQ CoinShares Bitcoin ETF and 0 units of the 3iQ CoinShares Ethereum ETF which were valued at $154.6 million and $0 respectively. During the year ended December 31, 2022, the Group Companies received a management fee rebate from 3iQ of $6.7 million of which $0.2 million was receivable by December 31, 2022. During the year ended December 31, 2023, the Group Companies received a management fee rebate from 3iQ of $0.6 million of which $0 was receivable by December 31, 2023. All 3iQ CoinShares Bitcoin certificates were redeemed by the Group Companies during Q1 2023.

277

Table of Contents

Kingdom Trust

As of December 31, 2022, the Group Companies had an investment in SBG 1320, LLC and Choice Fintech Group, LLC (formerly Kingdom Services Holdings LLC) (together, “Kingdom Trust”). The Group Companies manage digital assets loans from the Kingdom Trust. As of December 31, 2022, $7.4 million and digital assets worth $4.2 million were due to the Kingdom Trust by the Group Companies. Digital assets worth $0.7 million were also due to the Group Companies from the Kingdom Trust. During 2023, there was a merger between Choice and WAO Holdings. The Group Companies are entitled to a cash distribution and promissory note repayments as a result of this. At this point, the Group Companies lost significant influence over this investment.

Meltem Demirors

On December 7, 2022, the Group Companies entered an over the counter trade with Meltem Demirors, a person discharging managerial responsibility of the Group Companies, whereby 150,000 USDC was provided to the Group Companies. As of December 31, 2022, $0 remained outstanding from the Group. No further transactions took place.

Shareholders

On January 10, 2023, the Group agreed to enter into block transactions with two shareholders to acquire 196,654 ordinary shares in the capital of the Company, at a price per share equal to SEK 24 resulting in total consideration of SEK 4.7 million ($465 thousand). Of these, 75,000 shares were acquired from a person discharging managerial responsibility, and 121,654 shares were acquired from an entity affiliated with the Group. The transaction was completed on January 13, 2023.

On February 28, 2023, the Group Companies agreed to enter into a block transaction with a shareholder with significant influence to acquire 50,000 ordinary shares in the capital of CoinShares, at a price per share equal to SEK 33 resulting in total consideration of SEK 1.7 million ($0.2 million). The transaction was completed on March 10, 2023.

On March 24, 2023, the Group agreed to enter into a block transaction with a shareholder to acquire 160,000 ordinary shares in the capital of the Company, at a price per share equal to SEK 29 resulting in total consideration of SEK 4.6 million ($0.4 million). The transaction was completed on March 31, 2023.

On May 26, 2023, the Group Companies agreed to enter into a block transaction with a shareholder with significant influence to acquire 358,783 ordinary shares in the capital of CoinShares, at a price per share equal to SEK 30 resulting in total consideration of SEK 10.8 million ($1.0 million). The transaction was completed on June 14, 2023.

Richard Nash

Mr. Richard Nash is a person discharging managerial responsibility and a shareholder of the Group Companies. As of December 31, 2023, the Group Companies held 0.3 BTC on his behalf. During the year ended December 31, 2024, the Group Companies undertook trades on his behalf of $0.2 million. As of December 31, 2024, the Group Companies held 3 BTC ($0.3 million) on his behalf. As of June 30, 2025, the Group Companies held 3 BTC ($0.3 million) on Mr. Nash’s behalf.

Daniel Masters

Mr. Daniel Masters is the Chairman and a shareholder of the Group Companies. During the year ended December 31, 2023, the Group Companies undertook trades on his behalf of 13.91 BTC, 134.10 ETH, 42,773.29 AVT, 258,552.22 USDC, 24,918.07 XTZ and 20,070.60 XRP equating to $0.9 million. During the year ended December 31, 2024, the Group Companies undertook trades on Mr. Masters’ behalf in various assets equating to $7.9 million. During the six months ended June 30, 2025, the Group Companies undertook trades on his behalf equating to $0.6 million.

As of December 31, 2023 and 2024, the Group Companies held no assets owed to Mr. Masters. As of June 30, 2025, the Group Companies held 225,300 XTZ ($0.1 million) owed to Mr. Masters.

As of June 30, 2025, December 31, 2023 and 2024, the Group Companies also held a receivable from Mr. Masters and one other person jointly of $37.2 thousand in relation to an investment that was transferred using the Group Companies as a broker.

278

Table of Contents

Mr. Masters also has a holding in CS2LP. During the year ended December 31, 2023, Mr. Masters transferred $0.1 million of his holding to another Limited Partner. As of December 31, 2023 and 2024, Mr. Masters’ holding in CS2LP was valued at $7.1 million and $6.6 million, respectively. Mr. Masters is paid remuneration in his role as Chairman of the board as disclosed above and in the remuneration report. As at December 31, 2024, $13.1 thousand is payable in relation to his service as Chairman of the board. The Group Companies have also paid amounts on behalf of Mr. Masters which is repaid regularly. The Group Companies have paid $2.1 thousand on his behalf, of which $0.3 thousand is receivable at the year end. There were no outstanding amounts as at December 2022 or 2023.

Jean-Marie Mognetti

Mr. Jean-Marie Mognetti is the Chief Executive Officer of CoinShares and a shareholder of the Group Companies. As of December 31, 2023, the Group Companies held a balance of 30,000 AVT ($22.8 thousand) owed to Mr. Mognetti. During the year ended December 31, 2024, the Group Companies undertook trades on his behalf of $0.3 million. As of December 31, 2024, the Group Companies held 9.08 BTC valued at $0.9 million due to Mr. Mognetti. As of June 30, 2025, the Group Companies held 9.08 BTC ($1.0 million) owed to Mr. Mognetti.

Mr. Mognetti is also a director of Tactiques D’Avant-Garde (Jersey) Limited (“TAG”). During the year ended December 31, 2023, the Group Companies undertook trades on behalf of TAG of 6.50 BTC, equating to $0.2 million. As of December 31, 2023, $0 was outstanding from TAG to the Group Companies. There were no further transactions after this date.

Johan Lundberg

Mr. Johan Lundberg is a non-executive director of the Group Companies. During the year ended December 31, 2023, the Group Companies undertook trades on his behalf of 75,000 USDC and 105,000 USDT, equating to $0.2 million. As of December 31, 2023, the Group Companies held no assets owed to Mr. Lundberg. During the year ended December 31, 2024, the Group Companies undertook trades on his behalf of equating to $0.1 million. As December 31, 2024, the Group Companies held no assets owed to Mr. Lundberg.

StableMint

StableMint Limited is an investment of the Group Companies. StableMint was acquired in 2025 through a share swap with shares owned by CoinShares in GTSA. During the six months ended June 30, 2025, the Group Companies have settled expenditure on behalf of StableMint of $1.8 thousand of which $1.8 thousand remained outstanding as of June 30, 2025. As of October 29, 2025, CoinShares holds approximately 17.63% of Stable Mint as a minority shareholder.

279

Table of Contents

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table and accompanying footnotes set forth information regarding the beneficial ownership of (i) Vine Hill, as of February 26, 2026 (the “Ownership Date”), prior to the consummation of the Business Combination and (ii) Holdco, as of immediately following the completion of the Business Combination, assuming that no Vine Hill Public Shares are redeemed (the “No Redemption Scenario”) and, alternatively, that all Vine Hill Public Shares are redeemed in connection with the Business Combination (the “Maximum Redemptions Scenario”), with respect to:

• each person known by Vine Hill to be the beneficial owner of more than 5% of the outstanding Vine Hill Ordinary Shares or Holdco Ordinary Shares on the Ownership Date;

• each current executive officer of Vine Hill and each member of the Vine Hill Board and all such executive officers and directors as a group; and

• each person will become an executive officer or director of Holdco upon consummation of the Business Combination and all such executive officers and directors as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that currently exercisable or exercisable within 60 days. Except as described in the footnotes below and subject to applicable community property laws and similar laws, we believe that each person listed above has sole voting and investment power with respect to such shares.

Beneficial ownership of Vine Hill Ordinary Shares is based on 22,000,000 Vine Hill Class A Shares and 7,333,334 Vine Hill Class B Shares issued and outstanding as of February 26, 2026, which includes the Sponsor Forfeited Shares.

If the actual facts are different that these assumption (which they are likely to be), the percentage ownership retained by existing Vine Hill shareholders in Holdco will be different.

Unless otherwise indicated and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to their beneficially owned securities.

Pre-Business Combination Beneficial Ownership Table of Vine Hill

Name and Address of Beneficial Owner		Number of Vine Hill Class A  Shares Beneficially Owned		Approximate Percentage of Outstanding Vine Hill Class A Shares			Number of Vine Hill Class B Shares Beneficially Owned(1)		Approximate Percentage of Outstanding Vine Hill Ordinary Shares
Vine Hill Capital Sponsor I LLC(2)		—		—			7,333,334		25.0	%
Nicholas Petruska(2)		—		—			7,333,334		25.0	%
Daniel Zlotnitsky		—		—			—		—
Dean Seavers		—		—			—		—
Gregory Ethridge		—		—			—		—
John Adams		—		—			—		—
All executive officers and directors as a group (5 individuals)		—		—			7,333,334		25.0	%
Holders of more than 5% of any class of Vine Hill Capital Investment Corp. outstanding ordinary shares
Harraden Circle Investments, LLC(3)		2,168,279		9.9	%		—		7.4	%
Alyeska Investment Group, L.P.(4)		1,967,329		8.9	%		—		6.7	%
Magnetar Financial LLC(5)		1,800,000		8.2	%		—		6.1	%
Aristeia Capital, L.L.C.(6)		1,514,440		6.9	%		—		5.2	%

280

Table of Contents

Name and Address of Beneficial Owner		Number of Vine Hill Class A  Shares Beneficially Owned		Approximate Percentage of Outstanding Vine Hill Class A Shares			Number of Vine Hill Class B Shares Beneficially Owned(1)		Approximate Percentage of Outstanding Vine Hill Ordinary Shares
First Trust Capital Management L.P.(7)		1,403,738		6.4	%		—		4.8	%
Highbridge Capital Management, LLC(8)		1,373,824		6.2	%		—		4.7	%
Barclays PLC(9)		1,103,783		5.0	%		—		3.8	%
Tenor Capital Management Company, L.P.(10)		1,100,000		5.0	%		—		3.8	%

____________

(1) Interests shown consist of 7,333,334 Vine Hill Class B Shares. The Vine Hill Class B Shares will automatically convert into Vine Hill Class A Shares at the time of our initial business combination or at any time prior thereto at the option of the holder thereof, on a one-for-one basis, subject to adjustment.

(2) Vine Hill Capital Sponsor I LLC is the record holder of the shares reported herein. Nicholas Petruska (“Mr. Petruska”) is the managing member of Vine Hill Capital Sponsor I LLC. As such, Mr. Petruska may be deemed to have or share beneficial ownership of the Vine Hill Class B Shares held directly by Vine Hill Capital Sponsor I LLC. Mr. Petruska disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest Mr. Petruska may have therein, directly or indirectly. Values exclude 5,500,000 Vine Hill Class A Shares that may be purchased by exercising warrants that are not presently exercisable.

(3) The information in the table above is based solely on information contained in this shareholder’s Schedule 13G filed on February 13, 2026, by or on behalf of (collectively, the “Harraden Reporting Persons”): Harraden Circle Investments, LLC (“Harraden Adviser”), Harraden Circle Investors GP, LP (“Harraden GP”), Harraden Circle Investors GP, LLC (“Harraden LLC”), Harraden Circle Investors, LP (“Harraden Fund”), Harraden Circle Special Opportunities, LP (“Harraden Special Op Fund”), Harraden Circle Strategic Investments, LP (“Harraden Strategic Fund”), Harraden Circle Concentrated, LP (“Harraden Concentrated Fund”), and Frederick V. Fortmiller, Jr. (“Mr. Fortmiller”). Each of Harraden Fund, Harraden Special Op Fund, Harraden Strategic Fund, Harraden Concentrated Fund, and Harraden GP is a Delaware limited partnership. Each of Harraden LLC and Harraden Adviser is a Delaware limited liability company. Mr. Fortmiller is a citizen of the United States of America. The shares reported herein are directly beneficially owned by Harraden Fund, Harraden Special Op Fund, Harraden Strategic Fund, and Harraden Concentrated Fund. Harraden GP is the general partner to Harraden Fund, Harraden Special Op Fund, Harraden Strategic Fund, and Harraden Concentrated Fund, and Harraden LLC is the general partner of Harraden GP. Harraden Adviser serves as investment manager to Harraden Fund, Harraden Special Op Fund, Harraden Strategic Fund, Harraden Concentrated Fund, and other high net worth individuals. Mr. Fortmiller is the managing member of each of Harraden LLC and Harraden Adviser. In such capacities, each of Harraden GP, Harraden LLC, Harraden Adviser and Mr. Fortmiller may be deemed to indirectly beneficially own the shares reported herein directly beneficially owned by Harraden Fund, Harraden Special Op Fund, Harraden Strategic Fund, and Harraden Concentrated Fund. The address of the business office of the Harraden Reporting Persons is 885 Third Avenue, Suite 2600B, New York, NY 10022.

(4) The information in the table above is based solely on information contained in this shareholder’s Schedule 13G filed on February 17, 2026, by or on behalf of (collectively, the “Alyeska Reporting Persons”): Alyeska Investment Group, L.P., a Delaware limited partnership, Alyeska Fund GP, LLC, a Delaware limited liability company, and Anand Parekh, a citizen of the United States of America, each of which share voting and dispositive power with respect to certain of the reported shares shown above. The address of the business office of the Alyeska Reporting Persons is 77 West Wacker Drive, 7th Floor, Chicago, IL 60601.

(5) The information in the table above is based solely on information contained in this shareholder’s Schedule 13G filed on November 6, 2024, by or on behalf of Magnetar Financial LLC (“Magnetar Financial”), Magnetar Capital Partners LP (“Magnetar Capital Partners”), Supernova Management LLC (“Supernova Management”) and David J. Snyderman (“Mr. Snyderman”), each of which share voting and dispositive power with respect to certain of the reported shares shown above. The shares reported herein are held for Magnetar Constellation Master Fund, Ltd (“Constellation Master Fund”), Magnetar Xing He Master Fund Ltd (“Xing He Master Fund”), Magnetar SC Fund Ltd (“SC Fund”), Purpose Alternative Credit Fund Ltd (“Purpose Credit Fund”), all Cayman Islands exempted companies; Magnetar Structured Credit Fund, LP (“Structured Credit Fund”) a Delaware limited partnership; Magnetar Alpha Star Fund LLC (“Alpha Star Fund”), Magnetar Lake Credit Fund LLC (“Lake Credit Fund”), Purpose Alternative Credit Fund — T LLC (“Purpose Credit Fund — T”), all Delaware limited liability companies; collectively (the “Magnetar Funds”). Magnetar Financial serves as the investment adviser to the Magnetar Funds and as such, Magnetar Financial exercises voting and investment power over the Shares held for the Magnetar Funds’ accounts. Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial. Supernova Management is the general partner of Magnetar Capital Partners. The manager of Supernova Management is Mr. Snyderman. The address of the principal business office of each of Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Snyderman is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.

281

Table of Contents

(6) The information in the table above is based solely on information contained in this shareholder’s Schedule 13G filed on February 17, 2026, by or on behalf of Aristeia Capital, L.L.C., a Delaware limited liability company, which serves as the investment manager of and has voting and investment control with respect to the securities held by one or more private investment funds. The address of the business office of Aristeia Capital, L.L.C. is One Greenwich Plaza, Suite 300, Greenwich, CT 06830.

(7) The information in the table above is based solely on information contained in this shareholder’s Schedule 13G filed on February 13, 2026, by or on behalf of (collectively, the “First Trust Reporting Persons”): First Trust Merger Arbitrage Fund, a series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act of 1940 (“VARBX”), First Trust Capital Management L.P., a Delaware limited partnership (“FTCM”), First Trust Capital Solutions L.P., a Delaware limited partnership and control person of FTCM (“FTCS”), and FTCS Sub GP LLC, a Delaware limited liability company and control person of FTCM (“Sub GP”). FTCM is an investment adviser registered with the SEC that provides investment advisory services to, among others, (i) series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act of 1940, specifically First Trust Multi-Strategy Fund and VARBX (ii) First Trust Alternative Opportunities Fund, an investment company registered under the Investment Company Act of 1940, and (iii) Highland Capital Management Institutional Fund II, LLC, a Delaware limited liability company (collectively, the “Client Accounts”). As investment adviser to the Client Accounts, FTCM has the authority to invest the funds of the Client Accounts in securities (including the shares reported herein) as well as the authority to purchase, vote and dispose of securities, and may thus be deemed the beneficial owner of any shares of the shares reported herein held in the Client Accounts. As of December 31, 2025, VARBX owned 643,428 of the shares reported herein, while FTCM, FTCS and Sub GP collectively owned 760,310 of the shares reported herein. FTCS and Sub GP may be deemed to control FTCM and therefore may be deemed to be beneficial owners of the shares reported herein. No one individual controls FTCS or Sub GP. FTCS and Sub GP do not own any of the shares reported herein for their own accounts. The principal business address of FTCM, FTCS and Sub GP is 225 W. Wacker Drive, 21st Floor, Chicago, IL 60606. The principal business address of VARBX is 235 West Galena Street, Milwaukee, WI 53212.

(8) The information in the table above is based solely on information contained in this shareholder’s Schedule 13G filed on February 17, 2026, by or on behalf of Highbridge Capital Management, LLC, a Delaware limited liability company and the investment adviser to certain funds and accounts (the “Highbridge Funds”). The Highbridge Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares reported herein. Highbridge Tactical Credit Master Fund, L.P., a Highbridge Fund, has the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of more than 5% of the outstanding Vine Hill Class A Shares. The address of the business office of Highbridge Capital Management, LLC is 390 Madison Avenue, 28th Floor, New York, NY 10017.

(9) The information in the table above is based solely on information contained in this shareholder’s Schedule 13G filed on November 12, 2025, 2026, by or on behalf of Barclays PLC. The address of the business office of Barclays PLC is 1 Churchill Place, London — E14 5HP.

(10) The information in the table above is based solely on information contained in this shareholder’s Schedule 13G filed on October 3, 2025, by or on behalf of (collectively, the “Tenor Reporting Persons”): Tenor Capital Management Company, L.P., a Delaware limited partnership, Tenor Opportunity Master Fund, Ltd., a company organized in the Cayman Islands, and Robin Shah, a citizen of the United States of America. The shares reported herein are held by Tenor Opportunity Master Fund, Ltd. (the “Master Fund”). Tenor Capital Management Company, L.P. (“Tenor Capital”) serves as the investment manager to the Master Fund. Robin Shah serves as the managing member of Tenor Management GP, LLC, the general partner of Tenor Capital. By virtue of these relationships, the Tenor Reporting Persons may be deemed to have shared voting and dispositive power with respect to the shares owned directly by the Master Fund. The address of the business office of the Tenor Reporting Persons is 810 Seventh Avenue, Suite 1905, New York, NY 10019.

Our sponsor has the right to elect all of our directors prior to the consummation of our initial business combination and to vote to continue our company in a jurisdiction outside the Cayman Islands prior to the completion of our initial business combination as a result of holding all of the Vine Hill Class B Shares. In addition, because of this ownership block, our sponsor may be able to effectively influence the outcome of all matters requiring approval by our shareholders, including amendments to our amended and restated memorandum and articles of association and approval of significant corporate transactions, including our initial business combination.

In addition, our sponsor purchased an aggregate of 5,500,000 Vine Hill Private Warrants at a price of $1.00 per warrant ($5,500,000 in the aggregate) in the private placement that closed simultaneously with the closing of the Vine Hill IPO. Each Vine Hill Private Warrant entitles the holder thereof to purchase one Vine Hill Class A Share at $11.50 per share, which will be converted into the right to purchase one Holdco Ordinary Share following the Business Combination.

The following table and accompanying footnotes set forth information regarding the beneficial ownership of (i) Vine Hill, as of the Ownership Date prior to the consummation of the Business Combination and (ii) Holdco, as of immediately following the completion of the Business Combination, with respect to the persons identified in

282

Table of Contents

the narrative disclosure preceding the tabular disclosure immediately above. The expected beneficial ownership of Holdco Ordinary Shares immediately following completion of the Business Combination are presented assuming two scenarios:

• No Redemption Scenario:    This scenario assumes that no Vine Hill Public Shareholders exercise redemption rights with respect to the Vine Hill Public Shares for a pro rata share of the funds in the Trust Account.

• Maximum Redemption Scenario:    This scenario assumes that the NTA Proposal is approved and, therefore, does not give effect to the limitation under the Vine Hill Memorandum and Articles of Association that prohibits redemptions in an amount that would cause Vine Hill’s net tangible assets to be less than $5,000,001. Therefore, this scenario assumes that all 22,000,000 Vine Hill Public Shares subject to redemption are redeemed for an aggregate redemption payment of approximately $231.5 million (based on an estimated per share redemption price of approximately $10.52 as of September 30, 2025) from the Trust Account.

Both scenarios assume that there will be an aggregate of 25,455,000 Vine Hill Ordinary Shares issued and outstanding immediately prior to the completion of the Business Combination, which shares will have been exchanged for Holdco Ordinary Shares upon completion of the Business Combination.

Unless otherwise noted in the footnotes to the following table and subject to applicable community property laws, the persons and entities named in the table have sole voting and investment power with respect to their beneficially owned securities. Except as indicated in the footnotes to the table, each of the security holders listed below has sole voting and investment power with respect to Vine Hill Ordinary Shares or Holdco Ordinary Shares owned by such shareholders.

Unless otherwise noted, the business address of each of the following entities or individuals is 2nd Floor, 2 Hill Street, JE2 4UA St Helier Jersey, Channel Islands.

Post-Business Combination Beneficial Ownership Table of Holdco

		No Redemption Scenario					Maximum Redemption Scenario
		Number of Holdco Ordinary Shares		Approximate Percentage of Outstanding Holdco Ordinary Shares			Number of Holdco Ordinary Shares		Approximate Percentage of Outstanding Holdco Ordinary Shares
Name and Address of Beneficial Owner
Directors and Officers of Holdco After the Business Combination
Daniel Masters		21,525,390		14.1	%		21,525,390		16.4	%
Jean-Marie Mognetti(1)		21,603,691		14.1	%		21,603,691		16.5	%
Richard Nash		—		—			—		—
Caroline D. Pham		—		—			—		—
Paul Grinberg		—		—			—		—
Christopher D. Myers		—		—			—		—
All executive officers and directors as a group (6 individuals)		43,129,081		28.2	%		43,129,081		32.9	%
Other Five Percent Holders
Russell Newton		15,002,350		9.8	%		15,002,350		11.4	%
Alan Howard(2)		14,387,855		9.4	%		14,387,855		11.0	%

____________

(1) Interests shown will be held by Mognetti Partners Limited. Jean-Marie Mognetti is the sole director of Mognetti Partners Limited.

(2) Consists of (i) 12,027,186 Holdco Ordinary Shares that will be held directly by Alan Howard and (ii) 2,360,669 Holdco Ordinary Shares that will be held Brevan Howard Nominee Services on behalf of, and as nominee of Alan Howard. Mr. Howard may be deemed to beneficially own the shares that will be held Brevan Howard Nominee Services on behalf of, and as nominee of Alan Howard. Mr. Howard disclaims beneficial ownership of the shares that will be held by Brevan Howard Nominee Services on behalf of, and as nominee of Alan Howard, except to the extent of his pecuniary interest therein.

283

Table of Contents

MARKET INFORMATION AND DIVIDENDS ON SECURITIES

Vine Hill

Market Price for Vine Hill Securities

The Vine Hill Class A Shares, Vine Hill Units and Vine Hill Public Warrants are currently listed on the Nasdaq Capital Market under the symbols “VCIC”, “VCICU” and “VCICW”, respectively.

The closing price of the Vine Hill Class A Shares, Vine Hill Units and Vine Hill Public Warrants on September 5, 2025, the last trading day before announcement of the execution of the Business Combination Agreement, was $10.42, $10.90 and $0.31, respectively. As of March 2, 2026, the Record Date for the Extraordinary General Meeting, the closing price for the Vine Hill Class A Shares, Vine Hill Units and Vine Hill Public Warrants was $10.63, $11.25 and $1.60, respectively.

Holders

As of March 2, 2026, the Record Date for the Extraordinary General Meeting, there was one holder of record of Vine Hill Class A Shares, one holder of record of Vine Hill Units and two holders of record of Vine Hill Public Warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose Vine Hill Class A Shares, Vine Hill Units and Vine Hill Public Warrants are held of record by banks, brokers and other financial institutions.

Dividend Policy

Vine Hill has not paid any cash dividends on its shares to date and does not intend to pay cash dividends prior to the completion of an initial Business Combination.

CoinShares

Market Price for CoinShares Securities

CoinShares Shares are currently listed on Nasdaq Stockholm under the symbol “CS.”

The closing price of CoinShares Shares on September 5, 2025, the last trading day before announcement of the execution of the Business Combination Agreement, was 132.60 SEK per share. As of March 2, 2026, the closing price for CoinShares Shares was 77.0 SEK per share.

Holders

As of March 5, 2026, there were 20 holders of record of CoinShares Shares. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose CoinShares Shares are held of record by banks, brokers and other financial institutions.

Dividend Policy

CoinShares’ dividend policy stipulates that the annual dividend payment will be between 20% and 40% of CoinShares’ net profit excluding any special dividend payments made during the financial year. The annual dividend payment will be made payable in SEK in four quarterly instalments via the Euroclear Sweden settlement system, subject to an assessment by the CoinShares Board of the financial health and cash requirements of CoinShares prior to each payment being made, in accordance with Companies (Jersey) Law 1991.

Holdco

Market Price for Holdco Securities

Holdco is an entity newly formed to effectuate the Business Combination and there has been no public market for Holdco’s securities. Accordingly, market price information regarding Holdco is not provided because there is no public market for Holdco’s securities.

284

Table of Contents

Holders

As a newly-formed entity, as of the date of this proxy statement/prospectus, there was one holder of Holdco’s securities.

Dividend Policy Following the Business Combination

Following completion of the Business Combination, Holdco’s board of directors will consider whether or not to institute a dividend policy. It is the present intention of Holdco to retain any earnings for use in its business operations and, accordingly, Holdco does not anticipate its board of directors declaring any dividends in the foreseeable future. However, the Holdco Ordinary shares will rank pari passu for dividends from their date of issue.

285

Table of Contents

SHAREHOLDER COMMUNICATIONS

Shareholders and interested parties may communicate with the Vine Hill Board, any committee chairperson or the non-management directors as a group by writing to the Vine Hill Board or committee chairperson in care of Vine Hill Capital Investment Corp., 500 E. Broward Blvd., Suite 900, Fort Lauderdale, Florida 33394. Following the Closing, such communications should be sent to Holdco at c/o Odysseus Holdings Limited, 2 Hill Street, St. Helier, JE2 4UA, Jersey, Channel Islands. Each communication will be forwarded, depending on the subject matter, to the board of directors of Holdco, the appropriate committee chairperson or all non-management directors.

APPRAISAL RIGHTS

The Cayman Islands Companies Act prescribes when shareholder appraisal rights will be available and sets the limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, Vine Hill Public Shareholders are still entitled to exercise the rights of redemption in respect to their Vine Hill Public Shares as detailed in this proxy statement/prospectus, and the redemption proceeds payable to Vine Hill Public Shareholders who exercise such redemption rights will represent the fair value of those shares. Any Vine Hill Public Shareholder who elects to exercise appraisal rights under Section 238 of the Cayman Islands Companies Act will lose their right to have their Vine Hill Public Shares redeemed in accordance with the Vine Hill Memorandum and Articles of Association. The certainty provided by the redemption process may be preferable for Vine Hill Public Shareholders wishing to exchange their Vine Hill Public Shares for cash.

286

Table of Contents

LEGAL MATTERS

The validity of the Ordinary Shares of Holdco offered by this proxy statement/prospectus and certain other Jersey legal matters will be passed upon for Holdco by Carey Olsen Jersey LLP, 47 Esplanade, St Helier, Jersey, JE1 0BD Channel Islands. Certain legal matters relating to U.S. law will be passed upon for Holdco by White & Case LLP, 1221 Avenue of the Americas New York, New York 10020. Certain legal matters relating to U.S. law will be passed upon for Vine Hill by Paul Hastings LLP.

EXPERTS

The financial statements of Vine Hill Capital Investment Corp. as of December 31, 2024 and for the year ended December 31, 2024 and for the period from May 24, 2024 (inception) through December 31, 2024, included in this proxy statement/prospectus have been audited by Withum Smith+Brown, PC, independent registered public accounting firm, as set forth in their report appearing elsewhere herein and in the Registration Statement, given on the authority of said firm as experts in auditing and accounting.

The consolidated financial statements of Odysseus Holdings Limited as of 18 September 2025 and for the period from 29 August 2025 (inception) to 18 September 2025, included in this proxy statement/prospectus have been audited by Withum Smith+Brown, PC, independent registered public accounting firm, as set forth in their report appearing elsewhere herein and in the Registration Statement (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company’s ability to continue as a going concern as described in Note 1 to the financial statements), given on the authority of said firm as experts in auditing and accounting.

The consolidated financial statements of CoinShares International Limited as at December 31, 2024 and 2023 and for each of the two years in the period ended December 31, 2024 included in this proxy statement/prospectus and in the Registration Statement have been so included in reliance on the report of BDO LLP, an independent registered public accounting firm, appearing elsewhere herein and in the Registration Statement, given on the authority of said firm as experts in auditing and accounting.

BDO LLP, London, United Kingdom, is a member of the Institute of Chartered Accountants in England and Wales.

287

Table of Contents

Changes in Registrant’s Certifying Accountant

(a) Non-continuation of services of Independent Statutory Auditor

In May 2025, following a competitive bidding process, CoinShares’ Audit Committee recommended to CoinShares’ Board of Directors that BDO LLP (“BDO”) be appointed to replace Baker Tilly Channel Islands Limited (“Baker Tilly”) as registered auditors beginning with the fiscal year ending December 31, 2025. At the Annual General Meeting of CoinShares held on June 2, 2025, it was resolved that Baker Tilly be re-elected as CoinShares’ statutory auditor for such period until engagement terms be finalized with BDO, at which point BDO are to be appointed as statutory auditor. On February 11, 2026, BDO were appointed as statutory auditor for the fiscal year ending December 31, 2025. The change in statutory auditor is not the result of any disagreement with Baker Tilly.

Baker Tilly previously performed statutory audits of CoinShares’ financial statements, prepared under IFRS Accounting Standards as adopted by the United Kingdom, for each of the fiscal years ending December 31, 2024 and 2023 in accordance with International Standards on Auditing (UK). Neither Baker Tilly’s reports relating to the audits, nor the historic financial statements prepared under IFRS Accounting Standards as adopted by the United Kingdom, are included or incorporated by reference in this Registration Statement and Prospectus. Baker Tilly’s statutory audit reports did not contain an adverse opinion or a disclaimer of opinion, and they were not qualified or modified as to uncertainty, audit scope or accounting principles, although Baker Tilly stated in each of their statutory audit reports that:

“This report is made solely to the Members of the Company, as a body, in accordance with Article 113A of the Companies (Jersey) Law 1991, as amended. Our audit work has been undertaken so that we might state to the Members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and its Members, as a body, for our audit work, for this report, or for the opinions we have formed.”

During the fiscal years ended December 31, 2023 and December 31, 2024 and the subsequent interim period through the date of this proxy statement/prospectus, there have been no (i) disagreements (as such term is described in Item 16F of Form 20-F and the related instructions) with Baker Tilly on any matter of accounting principles or practices, financial statement disclosure, or audit scope or procedure, which disagreements, if not resolved to the satisfaction of Baker Tilly, would have caused Baker Tilly to make reference in connection with their opinion to the subject matter of the disagreement on the consolidated financial statements for such year in its reports, or (ii) reportable events as defined in Item 16F(a)(1)(v) of Form 20-F.

CoinShares has requested that Baker Tilly furnish a letter addressed to the Securities and Exchange Commission stating whether Baker Tilly agrees with the above statements, and, if not, stating the respects in which it does not agree. A copy of that letter, once received, will be included as Exhibit 16.1 to the Registration Statement on Form F-4 of which this proxy statement/prospectus forms a part.

(b) New Independent Registered Public Accounting Firm

On June 2, 2025, following a competitive tender process, CoinShares’ Audit Committee determined to engage BDO as CoinShares’ independent registered public accounting firm to audit CoinShares’ consolidated financial statements for the two fiscal years ended December 31, 2024 and 2023, prepared under International Financial Reporting Standards as issued by the International Accounting Standards Board, which are included elsewhere herein and which forms a part of this proxy statement/prospectus, in accordance with the standards of the United States Public Company Accounting Oversight Board.

During CoinShares’ fiscal years ended December 31, 2023 and December 31, 2024, and the subsequent interim period through June 2, 2025, neither CoinShares, nor anyone acting on its behalf, consulted with BDO regarding:

(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 CoinShares’ financial statements, and no written report or oral advice was provided that BDO concluded was an important factor considered by CoinShares in reaching a decision as to any such accounting, auditing or financial reporting issue; or

(ii) any matter that was the subject of a disagreement (as defined in Item 16F(a)(1)(iv) of Form 20-F and the related instructions) or a reportable event (as described in Item 16F(a)(1)(v) of Form 20-F).

288

Table of Contents

TRANSFER AGENT AND REGISTRAR

The transfer agent for Vine Hill’s securities is Continental Stock Transfer & Trust Company. The transfer agent for Holdco’s securities is Computershare Trust Company, N.A.

DELIVERY OF DOCUMENTS TO shareholders

Pursuant to the rules of the SEC, Vine Hill and services that it employs to deliver communications to its shareholders are permitted to deliver to two or more shareholders sharing the same address a single copy of the proxy statement/prospectus. Upon written or oral request, Vine Hill will deliver a separate copy of the proxy statement/prospectus to any shareholder at a shared address to which a single copy of the proxy statement/prospectus was delivered and who wishes to receive separate copies of such document. Shareholders receiving multiple copies of the proxy statement/prospectus may likewise request that Vine Hill deliver single copies of the proxy statement/prospectus in the future. Shareholders may notify Vine Hill of their requests by calling or writing Vine Hill at its principal executive offices at 500 E Broward Blvd, Suite 900, Fort Lauderdale, FL 33394 or (954) 848-2859.

OTHER MATTERS

As of the date of this proxy statement/prospectus, the Vine Hill Board does not know of any matters that will be presented for consideration at the Extraordinary General Meeting other than as described in this proxy statement/prospectus. If any other matters properly come before the Extraordinary General Meeting or any adjournment or postponement thereof and are voted upon, the enclosed proxy will be deemed to confer discretionary authority on the individuals that it names as proxies to vote the shares represented by the proxy as to any of these matters.

FUTURE SHAREHOLDER PROPOSALS

If the Business Combination is completed, Shareholders will be entitled to attend and participate in the Combined Entity’s annual meetings of Shareholders.

289

Table of Contents

Enforcement of Civil Liabilities

U.S. laws do not necessarily extend either to Holdco or its officers or directors. Holdco is incorporated under the laws of Jersey. A majority of Holdco’s directors and officers will reside outside of the United States. Substantially all of the assets of both Holdco and its directors and officers will be located outside the United States. As a result, it may not be possible for investors to effect service of process on either us or our officers and directors within the United States or to enforce against these persons or Holdco, either inside or outside the United States, a judgment obtained in a U.S. court predicated upon the civil liability provisions of the federal securities or other laws of the United States or any U.S. state.

A judgment of a U.S. court is not directly enforceable in Jersey, but constitutes a cause of action which may be enforced by Jersey courts provided that:

• the applicable U.S. court had jurisdiction over the case, as recognized under Jersey law;

• the judgment is given on the merits and is final, conclusive and non-appealable (i.e. the relevant time period for an appeal has lapsed or all appeals have failed);

• the judgment relates to the payment of a sum of money, not being taxes, fines or similar governmental penalties;

• the claim giving rise to the judgment was served on the defendant in accordance with local U.S. laws (noting that it can be more difficult to enforce a judgment taken by default as opposed to a judgment which results from a trial on the merits which involved participation by the defendant);

• the defendant is not immune under the principles of public international law;

• the same matters at issue in the case were not previously the subject of a judgment or disposition in a separate court;

• the judgment was not obtained by fraud; and

• the recognition and enforcement of the judgment is not contrary to public policy in Jersey.

Jersey courts award compensation for the loss or damage actually sustained by the plaintiff. Although punitive damages are generally unknown to the Jersey legal system, there is no prohibition on them either by statute or customary law. Whether a particular judgment may be deemed contrary to Jersey public policy depends on the facts of each case, though judgments found to be exorbitant, unconscionable or excessive will generally be deemed as contrary to public policy. Moreover, certain defendants may qualify for protection under Protection of Trading Interests Act 1980, an act of the U.K. extended to Jersey by the Protection of Trading Interests Act 1980 (Jersey) Order, 1983. This Act provides that a qualifying defendant is not liable for multiple damages, in excess of that required for actual compensation. A “qualifying defendant” for these purposes is a citizen of the U.K. and its Colonies (as defined in the Act), a corporation or other limited liability entity organized under the laws of the U.K., Jersey or other territory for whose international relations the U.K. is responsible or a person conducting business in Jersey.

Jersey courts cannot enter into the merits of the foreign judgment and cannot act as a court of appeal or review over the foreign courts. It is doubtful that an original action based on U.S. federal or state securities laws could be brought before Jersey courts. In addition, a plaintiff who is not resident in Jersey may be required to provide a security bond in advance to cover the potential expected costs of any defendant(s) in respect of a case initiated in Jersey. In addition, we have been further advised by its legal counsel in Jersey, that it is uncertain as to whether the courts of Jersey would entertain original actions or enforce judgments from U.S. courts against us or our officers and directors which originated from actions alleging civil liability where such civil liability arises under U.S. federal or state securities laws. Jersey companies are governed by Jersey Companies Law and must comply with Jersey’s general law which includes statutory law and customary law as well as any regulatory laws which may be applicable to such companies.

290

Table of Contents

NOTICES UNDER JERSEY LAW

Our directors have taken all reasonable care to ensure that the facts stated in this document are true and accurate in all material respects, and that there are no other facts the omission of which would make misleading any statement in the document, whether of facts or of opinion. All of the directors accept responsibility accordingly.

A copy of this document has been delivered by Holdco to the registrar of companies in Jersey (the “Jersey Registrar”) in accordance with Article 5 of the Companies (General Provisions) (Jersey) Order 2002, as amended, and the Jersey Registrar has given, and has not withdrawn, his consent to its circulation. The Jersey Financial Services Commission (the “Jersey Commission”) has given, and has not withdrawn, or will have given prior to the issue of the Holdco Ordinary Shares, Holdco Warrants and Holdco shares issuable upon the exercise of the Holdco Warrants and not withdrawn, its consent under Article 4 of the Control of Borrowing (Jersey) Order 1958 to the issue of the foregoing. The Jersey Commission is protected by the Control of Borrowing (Jersey) Law 1947, as amended, against liability arising from the discharge of its functions under that law. It must be distinctly understood that, in giving these consents, neither the Jersey Registrar nor the Jersey Commission takes any responsibility for the financial soundness of Holdco or for the correctness of any statements made, or opinions expressed, with regard to it.

If you are in any doubt about the contents of this document you should consult your stockbroker, bank manager, solicitor, accountant or other financial adviser. It should be remembered that the price of securities and the income from them can go down as well as up.

291

Table of Contents

WHERE YOU CAN FIND MORE INFORMATION

Vine Hill files annual, quarterly and current reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read Vine Hill’s SEC filings, including this proxy statement/prospectus, over the Internet at the SEC’s website at http://www.sec.gov. Upon the closing of the Business Combination, Holdco will file annual, quarterly and current reports, proxy statements and other information with the SEC as required by the Exchange Act. You will be able to access information about Holdco following the closing of the Business Combination at the SEC’s web site at http://www.sec.gov.

If you have questions about the Proposals or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card, you should contact the Solicitation Agent at:

You may also contact us at:

Vine Hill Capital Investment Corp.
500 E. Broward Blvd., Suite 900
Fort Lauderdale, Florida 33394
(954) 848-2859

You may also obtain additional information about CoinShares from documents filed with the SEC by following the instructions in the section below entitled “Where You Can Find More Information”.

If you are a shareholder of Vine Hill and would like to request documents, please do so by March 20, 2026, in order to receive them before the Extraordinary General Meeting. If you request any documents from Vine Hill, Vine Hill will mail them to you by first class mail or another equally prompt means.

All information contained or incorporated by reference in this proxy statement/prospectus relating to Vine Hill has been supplied by Vine Hill, all information relating to CoinShares has been supplied by CoinShares and all information relating to Holdco has been supplied by Holdco. Information provided by one party does not constitute any representation, estimate or projection of any other party.

This document is a proxy statement/prospectus of Vine Hill for the Extraordinary General Meeting. Vine Hill has not authorized anyone to give any information or make any representation about the Business Combination, Vine Hill that is different from or in addition to, that contained in this proxy statement/prospectus. Therefore, if anyone does give you information of this sort, you should not rely on it. The information contained in this proxy statement/prospectus speaks only as of the date of this proxy statement/prospectus, unless the information specifically indicates that another date applies.

292

Table of Contents

JERSEY PROSPECTUS SUPPLEMENT

Concurrently with the execution of the Business Combination Agreement, in connection with a financing effort related to the Business Combination, on September 8, 2025, CoinShares and Holdco entered into the PIPE Subscription Agreement with the PIPE Investor. Subject to the terms and conditions of the PIPE Subscription Agreement, the PIPE Investor agreed to subscribe for and purchase 5,000,000 CoinShares Shares from CoinShares (the “PIPE Shares” and, such investment, the “PIPE Investment”) for a total purchase price of $50,000,000. In consideration of the PIPE Investor’s commitment, CoinShares has agreed, subject to the PIPE Investor’s compliance with its obligations under the PIPE Subscription Agreement, to issue to the PIPE Investor an additional 1,666,667 CoinShares Shares as a commitment fee immediately prior to the effective time of the Scheme of Arrangement (the “Commitment Fee Shares”). Pursuant to the PIPE Subscription Agreement, the PIPE Investor may elect to reduce the number of PIPE Shares that it is obligated to purchase under the PIPE Subscription Agreement by the number of Vine Hill Class A Shares acquired by the PIPE Investor in the open market or in privately negotiated transactions with third parties after the date of the Subscription Agreement and prior to the Extraordinary General Meeting and not submitted for redemption (on a one-for-one basis up to the total amount of PIPE Shares subscribed for under the PIPE Subscription Agreement). Based on the most recent Schedule 13G filed by the PIPE Investor, the PIPE Investor holds 1,967,329 Vine Hill Class A Shares, representing approximately 39.3% of their commitment to purchase 5,000,000 PIPE Investment Shares. There is no assurance that the PIPE Investor will hold this number of Vine Hill Class A Shares, or any other number of Vine Hill Class A Shares, at the time of the Extraordinary General Meeting.

The board of directors of CoinShares is expected to approve the issue of the CoinShares Shares for the PIPE Investment and the CoinShares Shares are expected to be delivered to the PIPE Investor versus payment of the subscription price immediately prior to the Acquisition Effective Time. Following the Acquisition Effective Time, the CoinShares Shares issued to the PIPE Investor in PIPE Investment shall be converted into 6,666,667 Holdco Ordinary Shares.

The Holdco Ordinary Shares to be issued to the PIPE Investor pursuant to the PIPE Investment do not form part of the Holdco Ordinary Shares to be registered under this prospectus.

The PIPE Investment will be exempt from the registration requirements of the Securities Act pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and in reliance on similar exemptions under applicable state laws. The PIPE Investor represented that it was a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) and is acquiring the PIPE Shares as principal for its own account and not with a view to or for distributing or reselling such securities. The PIPE Shares were offered without any general solicitation by the Company or its representatives. The PIPE Shares to be sold and issued in the PIPE Investment have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements of the Securities Act.

A separate resale registration statement allowing the PIPE Investor to sell the Holdco Ordinary Shares received pursuant to the PIPE Investment to the public will be prepared by Holdco and the Jersey Financial Service Commission’s consent pursuant to Article 5 of the Companies (General Provisions) (Jersey) Order 2002 will be sought in connection with the foregoing.

293

Table of Contents

INDEX TO FINANCIAL STATEMENTS

VINE HILL CAPITAL INVESTMENT CORP.

		Page
Report of Independent Registered Public Accounting Firm		F-3
Audited Financial Statements:
Balance Sheet as of December 31, 2024		F-4
Statements of Operations for the period May 24, 2024 (inception) through December 31, 2024		F-5
Statements of Changes in Shareholders’ Deficit for the period May 24, 2024 (inception) through December 31, 2024		F-6
Statements of Cash Flows for the period May 24, 2024 (inception) through December 31, 2024		F-7
Notes to Financial Statements		F-8
Unaudited Financial Statements:
Condensed Balance Sheets as of June 30, 2025 (unaudited) and December 31, 2024		F-22
Condensed Statements of Operations for the three and six months ended June 30, 2025 and for the period May 24, 2024 (inception) to June 30, 2024		F-23
Condensed Statements of Changes in Shareholders’ Deficit for the three and six months ended June 30, 2025 and for the period May 24, 2024 (inception) to June 30, 2024		F-24
Condensed Statements of Cash Flows for the six months ended June 30, 2025 and for the period May 24, 2024 (inception) to June 30, 2024		F-25
Notes to Unaudited Condensed Financial Statements		F-26
Condensed Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024		F-40
Condensed Statements of Operations for the three and nine months ended September 30, 2025, the three months ended September 2024 and for the period from May 24, 2024 (inception) to September 30, 2024 (unaudited)		F-41
Condensed Statements of Changes in Shareholders’ Deficit for three and nine months ended September 30, 2025, for the three months ended September 30, 2024 and for the period from May 24, 2024 (inception) to September 30, 2024 (unaudited)		F-42
Condensed Statements of Cash Flows for the nine months ended September 30, 2025 and for the period from May 24, 2024 (inception) to September 30, 2024 (Unaudited)		F-44
Notes to Unaudited Condensed Financial Statements		F-45

F-1

Table of Contents

coinshares international Limited

Consolidated financial statements for the years ended December 31, 2024 and 2023

		Page
Report of Independent Registered Public Accounting Firm		F-64
Consolidated Statements of Comprehensive Income for the years ended December 31, 2024 and 2023		F-65
Consolidated Statements of Financial Position as of December 31, 2024 and 2023		F-66
Consolidated Statements of Changes in Equity for the years ended December 31, 2024 and 2023		F-67
Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023		F-68
Notes to the Consolidated Financial Statements		F-70

Condensed consolidated financial statements as of and for each of the six-month periods ended June 30, 2025 and 2024 (Unaudited)

Condensed Consolidated Statements of Comprehensive Income for the six months ended June 30, 2025 and 2024		F-143
Condensed Consolidated Statements of Financial Position as of June 30, 2025 and December 31, 2024		F-144
Condensed Consolidated Statements of Changes in Equity for the six months ended June 30, 2025 and 2024		F-145
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024		F-146
Notes to the Condensed Consolidated Financial Statements		F-148

ODYSSEUS HOLDINGS LIMITED

For the Period from 29 August 2025 (Inception) to 18 September 2025

		Page
Report of Independent Registered Public Accounting Firm		F-168
Consolidated Statement of Profit or Loss and Other Comprehensive Income for the period from 29 August 2025 (Inception) to 18 September 2025		F-169
Consolidated Statement of Financial Position as at 18 September 2025		F-170
Consolidated Statement of Changes in Equity for the period from 29 August 2025 (Inception) to 18 September 2025		F-171
Consolidated Statement of Cash Flows for the period from 29 August 2025 (Inception) to 18 September 2025		F-172
Notes to Consolidated Financial Statements		F-173

F-2

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders

Vine Hill Capital Investment Corp.:

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Vine Hill Capital Investment Corp. (the “Company”) as of December 31, 2024, the related statements of operations, changes in shareholders’ deficit, and cash flows for the period from May 24, 2024 (inception) through December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the period from May 24, 2024 (inception) through December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

We have served as the Company’s auditor since 2024.

/s/ WithumSmith+Brown, PC

New York, New York
March 26, 2025

PCAOB Number 100

F-3

Table of Contents

VINE HILL CAPITAL INVESTMENT CORP.
BALANCE SHEET
December 31, 2024

ASSETS
Current Assets:
Cash and cash equivalents		$	1,088,000
Prepaid expenses			263,000
Total current assets			1,351,000
Investments held in trust account			224,294,000
Total assets		$	225,645,000
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable		$	4,000
Accrued expenses			129,000
Deferred compensation – related parties			253,000
Total current liabilities			386,000
Deferred legal fees			521,000
Deferred underwriting payable			7,700,000
Total liabilities			8,607,000
Commitment and contingencies
Class A ordinary shares subject to possible redemption, 22,000,000 shares at redemption value of approximately $10.20			224,294,000
Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding			—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none, excluding 22,000,000 Class A ordinary shares subject to redemption			—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 7,333,334 shares issued and outstanding			1,000
Additional paid-in capital			—
Accumulated deficit			(7,257,000	)
Total shareholders’ deficit			(7,256,000	)
Total Liabilities and Shareholders’ Deficit		$	225,645,000

The accompanying notes are an integral part of these financial statements.

F-4

Table of Contents

VINE HILL CAPITAL INVESTMENT CORP.
STATEMENT OF OPERATIONS

		For the period from May 24, 2024 (inception) through December 31, 2024
General and administrative expense		$	1,065,000
Loss from operations			(1,065,000	)
Other income
Income on investments held in trust account			3,194,000
Interest Income from operating account			16,000
Credit for over-allotment option liability expiration			136,000
Other income			3,346,000
Net income		$	2,281,000
Weighted average Class A ordinary shares outstanding – basic and diluted			11,270,000
Class A ordinary shares – basic and diluted net income per share		$	0.12
Weighted average Class B ordinary shares outstanding –
basic			6,902,000
diluted			7,471,000
Class B ordinary shares – basic net income per share		$	0.12
Class B ordinary shares – diluted net income per share		$	0.12

The accompanying notes are an integral part of these financial statements.

F-5

Table of Contents

VINE HILL CAPITAL INVESTMENT CORP.
STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT
For the period from May 24, 2024 (inception) through December 31, 2024

		Class B Ordinary Shares						Additional Paid-In Capital				Accumulated Deficit				Total Shareholders’ Deficit
		Shares			Amount
Balance as of May 24, 2024 (inception)		—			$	—		$	—			$	—			$	—
Issuance of ordinary shares to Sponsor		7,666,667				1,000			24,000				—				25,000
Issuance of 5,500,000 Private Placement Warrants		—				—			5,500,000				—				5,500,000
Estimated fair value of 11,000,000 Public Warrants issued as part of Units sold in the Offering		—				—			1,045,000				—				1,045,000
Allocated value of transaction costs to Public and Private Warrants		—				—			(46,000	)			—				(46,000	)
Accretion in value of Class A ordinary shares at closing of the Offering		—				—			(6,523,000	)			(9,810,000	)			(16,333,000	)
Over-allotment option exercised		—				—			—				272,000				272,000
Founder shares forfeited on partial exercise of underwriter over-allotment option		(333,333	)			—			—				—				—
Net income		—				—			—				2,281,000				2,281,000
Balance as of December 31, 2024		7,333,334			$	1,000		$	—			$	(7,257,000	)		$	(7,256,000	)

The accompanying notes are an integral part of these financial statements.

F-6

Table of Contents

VINE HILL CAPITAL INVESTMENT CORP.
STATEMENT OF CASH FLOWS
For the period from May 24, 2024 (inception) through December 31, 2024

Cash flows from operating activities
Net income		$	2,281,000
Adjustments to reconcile net income to net cash used in operating activities:
Income on investments held in trust account			(3,194,000	)
Credit for over-allotment liability exercised and expired			(136,000	)
General and administrative expenses paid directly by Founders			16,000
Changes in operating assets and liabilities:
(Increase) in prepaid expenses and other			(264,000	)
Increase in accounts payable			4,000
Increase in accrued expenses			129,000
Increase in deferred legal fees			231,000
Increase in deferred compensation – related parties			253,000
Net cash used in operating activities			(680,000	)
Cash used in investing activities
Investment of cash into trust account			(221,100,000	)
Net cash used in investing activities			(221,100,000	)
Cash flows from financing activities
Proceeds from Sponsor Note			150,000
Repay Sponsor Note			(209,000	)
Proceeds from sale of Units net of underwriting discounts and reimbursements			218,000,000
Proceeds from sale of Private Placement Warrants			5,500,000
Payment of offering costs			(573,000	)
Net cash from financing activities			222,868,000
Net increase in cash			1,088,000
Cash – beginning of period			—
Cash – end of period		$	1,088,000
Supplemental disclosure of noncash activities:
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares		$	9,000
Deferred underwriting payable		$	7,700,000
Deferred legal fees		$	521,000
Deferred offering costs paid directly by Sponsor through the promissory note		$	59,000

The accompanying notes are an integral part of these financial statements.

F-7

Table of Contents

VINE HILL CAPITAL INVESTMENT CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024

Note 1 — Description of Organization and Business Operations

Organization and General

Vine Hill Capital Investment Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on May 24, 2024. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the “Securities Act”, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

As of December 31, 2024, the Company had not yet commenced operations. All activity for the period from May 24, 2024 (inception) through December 31, 2024 relates to the Company’s formation and the initial public offering (“Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Offering. The Company has selected December 31 as its fiscal year end.

All dollar amounts are rounded to the nearest thousand dollars.

Sponsor and Offering

The Company’s sponsor is Vine Hill Capital Sponsor I LLC (the “Sponsor”), a limited liability company formed in Delaware. The Company intends to finance its initial business combination with proceeds from the Offering of $220,000,000 of Units (as defined below) (See Note 3) and a private placement of 5,500,000 Private Placement Warrants (as defined below) for an aggregate of $5,500,000 (See Note 4).

During September 2024, in two closings on September 9 and 12, 2024, the Company closed on the Offering of an aggregate 22,000,000 Units at $10.00 per unit (including 2,000,000 Units from the underwriters’ partial exercise of its over-allotment option) (Note 3) and the sale of 5,500,000 private placement warrants (“Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement with our sponsor that closed simultaneously with the Offering on September 9, 2024 (Note 4). Upon the closing of the Offering (including the partial exercise of the underwriters’ over-allotment option) and private placement, $221,100,000 has been placed in a trust account.

The Trust Account

The funds in the trust account are to be invested only in U.S. government treasury bills with a maturity of one hundred eighty-five (185) days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940 and that invest only in direct U.S. government obligations and may at any time be held as cash or cash items, including in demand deposit accounts at a bank. Funds will remain in the trust account until the earlier of (i) the consummation of the initial business combination or (ii) the distribution of the trust account proceeds as described below. The remaining proceeds outside the trust account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses.

The Company’s amended and restated memorandum and articles of association provides that, other than the permitted withdrawals (as defined below), if any, none of the funds held in the trust account will be released until the earlier of (i) the completion of the initial business combination; (ii) the redemption of any Class A ordinary shares, $0.0001 par value, of the Company (the “Public Shares”), that have been properly submitted in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) in a manner that would modify the substance or timing of its obligation to redeem the Public Shares in connection with the initial business combination or to redeem 100% of the Public Shares if the Company does not complete an initial business combination within 21 months from the closing of the Offering or (B) with respect to any other provision relating to the rights of holders of the Public Shares or pre-initial business combination activity; and

F-8

Table of Contents

VINE HILL CAPITAL INVESTMENT CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024

Note 1 — Description of Organization and Business Operations (cont.)

(iii) the redemption of 100% of the Public Shares if the Company is unable to complete an initial business combination within 21 months from the closing of the Offering (subject to the requirements of law). The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.

Initial Business Combination

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Offering, although substantially all of the net proceeds of the Offering are intended to be generally applied toward consummating an initial business combination. The initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on income earned on the trust account) at the time of the agreement to enter into the initial business combination. Furthermore, there is no assurance that the Company will be able to successfully effect an initial business combination.

The Company, after signing a definitive agreement for an initial business combination, will either (i) seek shareholder approval of the initial business combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their shares, regardless of whether they vote for or against the initial business combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account (net of amounts withdrawn to pay taxes, other than excise taxes, if any (“permitted withdrawals”)), or (ii) provide shareholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination, including interest less permitted withdrawals. The decision as to whether the Company will seek shareholder approval of the initial business combination or will allow shareholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval, unless a vote is required by law or under Nasdaq rules.

Pursuant to the Company’s amended and restated memorandum and articles of association if the Company is unable to complete the initial business combination within 21 months from the closing of the Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned (which interest shall be net of permitted withdrawals for taxes, if any, and up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish the holders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor, officers and directors will not be entitled to rights to liquidating distributions from the trust account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the initial business combination within 21 months of the closing of the Offering. However, if the Sponsor and management team acquire Public Shares in or after the Offering, they will be entitled to liquidating distributions from the trust account with respect to such shares if the Company fails to complete the initial business combination within the prescribed time period.

In the event of a liquidation, dissolution or winding up of the Company after an initial business combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution after payment of liabilities and after provision is made for each class of shares, if any, having preference over the ordinary shares.

F-9

Table of Contents

VINE HILL CAPITAL INVESTMENT CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024

Note 1 — Description of Organization and Business Operations (cont.)

The Company’s shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, upon the completion of the initial business combination, subject to the limitations described herein.

Risks and Uncertainties

The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the above-mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial business combination and any target business with which the Company may ultimately consummate an initial business combination.

Liquidity and Capital Resources

During September 2024, the Company closed on the Offering of its Class A ordinary shares and the simultaneous sale of Private Placement Warrants resulting in an increase in its liquidity. As of December 31, 2024, the Company had cash and cash equivalents balance of approximately $1,088,000 and working capital of approximately $1,218,000 (which excludes $253,000 of deferred compensation that is not payable until closing of an initial business combination). Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification (“ASC”) 205-40, “Going Concern,” as of December 31, 2024, management has determined that the Company has sufficient funds for the working capital needs of the Company until a minimum of one year from the date of issuance of these financial statements. The Company cannot assure that its plans to consummate an initial business combination will be successful.

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The financial statements of the Company are presented in U.S. dollars and has been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

F-10

Table of Contents

VINE HILL CAPITAL INVESTMENT CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024

Note 2 — Summary of Significant Accounting Policies (cont.)

Emerging Growth Company

As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with original maturities of three months or less when acquired to be cash equivalents. The Company’s cash equivalents included approximately $1,088,000 invested in a money market fund with a financial institution as of December 31, 2024.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times may exceed the Federal Deposit Insurance Corporation coverage of $250,000. Any loss incurred or lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows.

Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

• Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

F-11

Table of Contents

VINE HILL CAPITAL INVESTMENT CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024

Note 2 — Summary of Significant Accounting Policies (cont.)

• Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

• Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The underwriters’ over-allotment option was deemed to be a freestanding financial instrument indexed on the shares subject to redemption and were accounted for as a liability pursuant to ASC 480 because it was not fully exercised at the time of the Offering. Upon the partial exercise of the over-allotment option to purchase 2,000,000 Units, and the forfeiture of the remaining option to purchase 1,000,000 Units, this liability was removed and credited to over-allotment liability exercised (equity) and operations — other income (for the expired portion) in the accompanying statement of operations.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Offering Costs

The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Offering. FASB ASC470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares. Offering costs allocated to the Class A ordinary shares are charged to temporary equity, offering costs allocated to the Public and Private Placement Warrants are charged to shareholders’ equity.

F-12

Table of Contents

VINE HILL CAPITAL INVESTMENT CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024

Note 2 — Summary of Significant Accounting Policies (cont.)

Offering costs amounted to approximately $10,632,000, consisting of $4,000,000 of upfront discount to the underwriters, $7,700,000 of deferred underwriting fees, and $932,000 of other offering costs, offset by a reimbursement from the underwriters of $2,000,000. Approximately $46,000 of such costs were allocated to the Public Warrants (as defined below) and Private Placement Warrants and the remainder, approximately $10,586,000 was allocated to Class A ordinary shares subject to redemption.

Net Income per Ordinary Share

The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The net income per ordinary share is computed by dividing net income or loss applicable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period plus, to the extent dilutive, the incremental number of ordinary shares to settle the warrants, as calculated using the treasury stock method.

The Company has not considered the effect of the warrants sold in the Offering and private placement to purchase an aggregate of 16,500,000 Class A ordinary shares in the calculation of diluted income per share because their inclusion would be anti-dilutive under the treasury stock method and are contingent on future events. As a result, the diluted income per Class A ordinary share is the same as basic income per ordinary share for the periods presented.

The Company has two classes of ordinary shares, the Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata among the two classes of ordinary shares. The net income per ordinary share is calculated by dividing the net income by the weighted average number of ordinary shares outstanding during the respective period. The changes in redemption value that are accreted to Class A ordinary shares subject to redemption (see below) are representative of fair value and, therefore, are not factored into the calculation of earnings per share.

The following tables reflect the net income per ordinary share after allocating income between the shares based on outstanding shares:

		Period from May 24, 2024 (inception) through December 31, 2024
		Class A			Class B
Numerator:
Basic and diluted net income (loss) per ordinary share:
Allocation of income (loss) –
Basic		$	1,415,000		$	866,000
Diluted		$	1,372,000		$	909,000
Denominator:
Weighted average ordinary shares:
Basic			11,270,000			6,902,000
Diluted			11,270,000			7,471,000
Net income (loss) per ordinary share –
Basic		$	0.12		$	0.12
Diluted		$	0.12		$	0.12

Class A Ordinary Shares Subject to Possible Redemption

As discussed in Note 3, all of the 22,000,000 Public Shares sold as part of Units in the Offering (including the partial exercise of the underwriters’ over-allotment option) contain a redemption feature which allows for the redemption of Public Shares if the Company holds a shareholder vote or there is a tender offer for shares in connection with an initial business combination. In accordance with FASB ASC 480, redemption provisions not solely within the

F-13

Table of Contents

VINE HILL CAPITAL INVESTMENT CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024

Note 2 — Summary of Significant Accounting Policies (cont.)

control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that in no event will it redeem its Public Shares in an amount that would cause its net tangible assets (i.e., total assets less intangible assets and liabilities) to be less than $5,000,001 upon the closing of an initial business combination.

While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,000, all Class A ordinary shares are redeemable and classified as such on the Company’s balance sheet until such time as a redemption event, or business combination, takes place. As of December 31, 2024, the value of Class A ordinary shares that may be redeemed is equal to approximately $10.20 per share.

The Company recognizes changes immediately as they occur and adjusts the carrying value of the securities at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A ordinary shares are affected by adjustments to accumulated deficit. Accordingly, as of December 31, 2024, all of the 22,000,000 Public Shares were classified outside of permanent equity. Class A ordinary shares subject to possible redemption consist of:

		Dollars				Shares
Gross proceeds of Offering		$	220,000,000			22,000,000
Less: Proceeds allocated to Public Warrants			(1,045,000	)		—
Proceeds allocated to over-allotment option			(408,000	)		—
Offering costs			(10,586,000	)		—
Plus: Accretion of carrying value to redemption value			16,333,000			—
Class A ordinary shares subject to possible redemption as of December 31, 2024		$	224,294,000			22,000,000

Warrant Instruments

The Company has accounted for the Public and Private Placement Warrants issued in connection with the Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging.” Accordingly, the Company evaluated and has classified the warrant instruments under equity treatment at their assigned values. There are currently Public or Private Placement Warrants currently outstanding to purchase an aggregate of 16,500,000 ordinary shares as of December 31, 2024.

Income Taxes

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

F-14

Table of Contents

VINE HILL CAPITAL INVESTMENT CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024

Note 2 — Summary of Significant Accounting Policies (cont.)

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented.

Recent Accounting Standards

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 as required for the year ended December 31, 2024. The adoption requires the Company to provide additional disclosures, but otherwise it does not materially impact the financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Note 3 — Offering

In two closings on September 9 and 12, 2024, the Company sold an aggregate 22,000,000 Units at a price of $10.00 per Unit for a total of $220,000,000 (including 2,000,000 Units as a partial exercise of the underwriters’ over-allotment option to purchase up to an additional 3,000,000 Units) (the “Units”). Each Unit consists of one Public Share and one-half of one warrant (each, a “Public Warrant” and collectively, the “Public Warrants”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustments (see Note 8). The Company allocated approximately $1,045,000 of the Offering proceeds to the estimated fair value of the Public Warrants using a Monte Carlo model (a Level 3 input) using the following assumptions:

Share price		$	10.00
Expected term (in years)			7
Volatility			4.7	%
Risk free rate			3.63	%

The Company granted the underwriters a 45-day option to purchase up to 3,000,000 additional Units to cover any over-allotments at the Offering price less the underwriting discounts and commissions. The Company closed on the underwriters’ exercise of their option to purchase 2,000,000 Units on September 12, 2024. The underwriters forfeited the option to purchase the remaining 1,000,000 Units. The Units that were issued in connection with the over-allotment option are identical to the Units issued in the Offering. The Company considers the over-allotment option a derivative instrument and has recorded it at its estimated fair value of $408,000 in the accompanying balance sheet. The over-allotment liability was satisfied and extinguished upon the partial exercise and forfeiture in September 2024 and

F-15

Table of Contents

VINE HILL CAPITAL INVESTMENT CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024

Note 3 — Offering (cont.)

the relief of the liability was credited to over-allotment liability exercised (equity) and operations — other income (for the expired portion) in the accompanying statement of operations. Estimated fair value at inception was determined using a Black-Scholes model (a Level 3 input) using the following assumptions:

Share price		$	10.00
Expected term (in years)			0.12
Volatility			7.09	%
Daily treasury yield curve			5.50	%

The following table shows the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis:

		Over-allotment Option liability
Fair value as of May 24, 2024 (inception)		$	—
Initial measurement of over-allotment option liability as of September 9, 2024			408,000
Credit to extinguish over-allotment liability in connection with partial exercise and forfeiture			(408,000	)
Fair value of over-allotment liability as of December 31, 2024		$	—

See Note 5 regarding the related reduction for forfeited Founder Shares.

Note 4 — Private Placement

Simultaneously with the closing of the Offering on September 9, 2024, the Sponsor purchased an aggregate of 5,500,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant in a private placement. Each Private Placement Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustments. Each Private Placement Warrant will become exercisable 30 days after the completion of the initial business combination and will expire after five years. If the initial business combination is not completed within 21 months from the closing of the Offering, the proceeds from the sale of the Private Placement Warrants held in the trust account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law).

Note 5 — Related Party Transactions

Founder Shares

In May 2024, the Company issued an aggregate of 7,666,667 Class B ordinary shares, $0.0001 par value (the “Founder Shares”), in exchange for a $25,000 payment (approximately $0.0033 per share) from the Sponsor to cover certain expenses on behalf of the Company. As used herein, unless the context otherwise requires, “Founder Shares” shall be deemed to include the Class A ordinary shares issuable upon conversion thereof. The Founder Shares are identical to the Public Shares included in the Units being sold in the Offering except that the Founder Shares automatically convert into Public Shares at the time of the initial business combination (with such conversion taking place immediately prior to, simultaneously with, or immediately following the time of the initial business combination, as may be determined by the directors of the Company) or earlier at the option of the holder and are subject to certain transfer restrictions, as described in more detail below. In addition, prior to the closing of the initial business combination, only holders of the Founder Shares had the right to vote on the appointment or removal of directors and on continuing the company in a jurisdiction outside of the Cayman Islands. The Sponsor agreed to forfeit up to an aggregate of 1,000,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters so that the Founder Shares will represent 25% of the Company’s issued and outstanding ordinary shares after the Offering. On September 12, 2024, the Company closed on the underwriters’ partial exercise of their over-allotment option to purchase 2,000,000 Units. The underwriters forfeited their option to purchase the remaining 1,000,000 Units. As such, 333,333 Founder Shares were forfeited, resulting in 7,333,334 Founder Shares being outstanding after the partial exercise of the underwriters’ over-allotment option at December 31, 2024. The

F-16

Table of Contents

VINE HILL CAPITAL INVESTMENT CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024

Note 5 — Related Party Transactions (cont.)

Sponsor is not entitled to redemption rights with respect to any Founder Shares and any Public Shares held by the Sponsor in connection with the completion of the initial business combination. If the initial business combination is not completed within 21 months from the closing of the Offering, the Sponsor will not be entitled to rights to liquidating distributions from the trust account with respect to any Founder Shares held by it.

The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of (A) six months after the completion of the initial business combination or (B) subsequent to the initial business combination (the date on which the Company consummates a transaction which results in the shareholder having the right to exchange its shares for cash, securities, or other property), in each case, subject to certain limited exceptions.

Registration Rights

The holders of Founder Shares, Private Placement Warrants (and their underlying securities) and warrants that may be issued upon conversion of working capital loans (and their underlying securities), if any, and any Class A ordinary shares issuable upon conversion of the Founder Shares and any Class A ordinary shares held by the initial shareholders at the completion of the Offering or acquired prior to or in connection with the initial business combination, are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the registration statement for the Offering. These holders are entitled to make up to three demands and have “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Administrative Support Agreement

Commencing on the date on which the securities were first listed on the Nasdaq Global Market in September 2024, the Company agreed to reimburse the Sponsor or an affiliate thereof in an amount equal to $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the initial business combination or the Company’s liquidation, the Company will cease paying these monthly fees. Approximately $38,000 was charged to operations during the period from May 24, 2024 (inception) to December 31, 2024 for this agreement and no amounts were payable at December 31, 2024.

Executive Officer and Director Compensation

Also, commencing on the date on which the securities were first listed on the Nasdaq Global Market, in September 2024, the Company agreed to compensate each of its Chief Executive Officer and Chief Financial Officer $33,000 per month for their services prior to the consummation of the Company’s initial business combination, of which $16,500 per month is payable on a current basis and the balance is payable upon the completion of the Company’s initial business combination. In addition, the Company agreed to pay its Executive Director director fees of $33,000 per month, all of which is payable upon the completion of the Company’s initial business combination. Approximately $380,000 was charged to operations during the period from May 24, 2024 (inception) to December 31, 2024 for these agreements including approximately $253,000 which is payable upon completion of an initial business combination, and no other amounts were payable at December 31, 2024.

Related Party Loans

On July 18, 2024, the Company and the Sponsor entered into a loan agreement, whereby the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable on the earlier of December 31, 2024, or the date on which the Company consummates the Offering. During the period from May 24, 2024 (inception) to December 31, 2024, the Company borrowed approximately $209,000 under the Note. The total amount under the Note was repaid at the closing of the Offering in September 2024, leaving no balance outstanding at December 31, 2024.

F-17

Table of Contents

VINE HILL CAPITAL INVESTMENT CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024

Note 5 — Related Party Transactions (cont.)

Working Capital Loans

In addition, in order to finance transaction costs in connection with the initial business combination, the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes its initial business combination, the Company will repay the Working Capital Loans. In the event that the initial business combination does not close, the Company may use a portion of proceeds held outside the trust account to repay the Working Capital Loans, but no proceeds held in the trust account would be used to repay the Working Capital Loans. If the Sponsor makes any Working Capital Loans, up to $2,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants and their underlying securities would be identical to the Private Placement Warrants. As of December 31, 2024, the Company had no Working Capital Loans.

Note 6 — Trust Account and Fair Value Measurement

The Company complies with FASB ASC 820, “Fair Value Measurements,” for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

Upon the closing of the Offering and the private placement, a total of $221,100,000 was deposited into the trust account. The proceeds in the trust account may be invested in either U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that invest solely in U.S. government treasury obligations.

At December 31, 2024 the balance in the trust account was held in a money market fund meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that invest solely in U.S. government treasury obligations. The balance in the trust account is presented at fair value.

When it has them, the Company classifies its U.S. government treasury bills and equivalent securities as held-to-maturity in accordance with FASB ASC 320, “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity U.S. government treasury bills are recorded at amortized cost and adjusted for the amortization of discounts. There are no held-to-maturity securities held by the Company at December 31, 2024.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2024 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Since all of the Company’s permitted investments at December 31, 2024 consisted of money market funds that invest only in U.S. government treasury bills, fair values of its investment are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets or liabilities as follows:

Description at December 31, 2024		Quoted Price Prices in Active Markets (Level 1)
Assets:
Money market funds		$	224,294,000

F-18

Table of Contents

VINE HILL CAPITAL INVESTMENT CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024

Note 7 — Commitments and Contingencies

Underwriting Agreement

In September 2024 in connection with the Offering, the Company incurred an underwriting fee of $4,000,000 to the underwriters at the closing of the Offering, with an additional fee of 1.0% of the gross offering proceeds payable only upon the Company’s completion of its initial business combination and up to 2.5% of the gross offering proceeds, which will be reduced based on the percentage of total funds from the trust account released to pay redeeming shareholders (the “Deferred Discount”). The Deferred Discount will become payable to the underwriters from the amounts held in the trust account solely in the event the Company completes its initial business combination. In addition, the underwriters provided a credit to the Company at the closing of the Offering to reimburse certain of the Company’s expenses and fees in connection with the Offering.

Note 8 — Shareholders’ Deficit

Preference Shares

The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2024, there were no preference shares issued or outstanding.

Ordinary Shares

The authorized ordinary shares of the Company include up to 200,000,000 Class A ordinary shares with a par value of $0.0001 per share and 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. If the Company enters into an initial business combination, it may (depending on the terms of such an initial business combination) be required to increase the number of Class A ordinary shares which the Company is authorized to issue at the same time as the Company’s shareholders vote on the initial business combination to the extent the Company seeks shareholder approval in connection with the initial business combination. Holders of the Company’s ordinary shares are entitled to one vote for each ordinary share (except as otherwise expressed in the Company’s amended and restated memorandum and articles of association). As of December 31, 2024, after considering 22,000,000 Class A ordinary shares which are subject to possible redemption, there are no Class A ordinary shares issued or outstanding.

The Sponsor agreed to forfeit up to an aggregate of 1,000,000 Founder Shares depending on the extent to which the over-allotment option is not exercised by the underwriters so that the Founder Shares will represent 25% of the Company’s issued and outstanding ordinary shares after the Offering. On September 12, 2024, the Company closed on the underwriters’ partial exercise of their over-allotment option for 2,000,000 Units. The underwriters forfeited their option to purchase the remaining 1,000,000 Units. As such, 333,333 Founder Shares were forfeited, resulting in 7,333,334 Founder Shares being outstanding at December 31, 2024.

Warrants

As of December 31, 2024, there were 11,000,000 Public Warrants outstanding to purchase 11,000,000 Class A ordinary shares and 5,500,000 Private Placement Warrants outstanding to purchase 5,500,000 Class A ordinary shares. Each whole warrant entitles the holder thereof to purchase one whole Class A ordinary share at a price of $11.50 per share, subject to adjustment as described herein, at any time commencing 30 days after the completion of the initial business combination, provided that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a “cashless basis” under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrantholder may exercise its warrants only for a whole number of Class A ordinary shares. This means that only a whole warrant may be exercised at any given time by a warrantholder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will expire five years after the completion of the initial

F-19

Table of Contents

VINE HILL CAPITAL INVESTMENT CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024

Note 8 — Shareholders’ Deficit (cont.)

business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors (including consideration of the market price) and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “New Issuance Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day following the effective date of the registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted to be equal to 115% of the higher of the Market Value and the New Issuance Price and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the New Issuance Price.

The Company did not register the Class A ordinary shares issuable upon exercise of the warrants at the time of the Offering. However, the Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of the initial business combination, the Company will use its commercially best efforts to file with the SEC a post-effective amendment to the registration statement or a new registration statement registering, under the Securities Act, the issuance of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the applicable warrant agreement. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but the Company will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Beginning 30 days after completion of the initial business combination, the Company may redeem the outstanding Public Warrants and Private Placement Warrants for cash:

• In whole and not in part;

• At a price of $0.01 per warrant;

• Upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”); and

• if, and only if, the last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrantholders.

The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout such 30 trading day period and the 30-day redemption period.

F-20

Table of Contents

VINE HILL CAPITAL INVESTMENT CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024

Note 9 — Segment Reporting

In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280); Improvements to Reportable Segment Disclosure” which introduced new annual and interim disclosure requirements for all public companies.

As a Special Purpose Acquisition Company (“SPAC”), the Company has not commenced any operations and its activities consist of seeking to identify a suitable business combination candidate and to perform the diligence, contractual, reporting and other obligations associated with completing a business combination transaction.

For purposes of ASU 2023-07, the Company is considered to operate in one segment, seeking to identify and close a business combination. As such, our expenses consist of the costs of identifying a business combination candidate and the diligence, contractual, reporting and other obligations associated with completing such business combination as well as expenses for ongoing professional and other costs to maintain our reporting, listing, compliance and administrative requirements of being a publicly traded company. In addition to such expenses, the Company has over $225,000,000 of investments in Trust and such investments generate interest or dividend income.

The new information required by ASU 2023-07 includes:

		–		Significant segment expenses:    Our operating expenses for the period from March 24, 2024 (inception) to December 31, 2024 were approximately $1,065,000.
		–		Other segment items:    Other income of approximately $3,346,000 consists primarily of interest income on the trust account.
		–		Identification of the chief operating decision maker (“DODM”):    The chief operating decisions makers are the Chief Executive and Chief Financial Officers of the Company.
		–		Explanation of how the CODM uses the disclose measure of segment profit or loss:    The CODM works to maintain costs at a competitive level in its everyday operations. The CODM works to optimize its investment income on the limited choices of available assets based on market conditions. The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following: (a) expenses of maintaining its public reporting including accounting, auditing, legal, listing and regulatory, insurance, and (b) search for a business combination candidate, (c) diligence, financing, reporting and closing activities and (d) managing investments in the trust account in order to generate return for shareholders consistent with the regulations surrounding such investments.

Note 10 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after December 31, 2024, the financial statement date, up to the date the financial statements were available to be issued and there were no other material subsequent events.

F-21

Table of Contents

VINE HILL CAPITAL INVESTMENT CORP.
CONDENSED BALANCE SHEETS

		June 30, 2025				December 31, 2024
		(unaudited)
ASSETS
Current assets:
Cash		$	606,000			$	1,088,000
Prepaid expenses			229,000				263,000
Total current assets			835,000				1,351,000
Investments held in Trust Account			229,052,000				224,294,000
Total assets		$	229,887,000			$	225,645,000
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable		$	—			$	4,000
Accrued liabilities			121,000				129,000
Deferred compensation – related parties			649,000				253,000
Total current liabilities			770,000				386,000
Other liabilities:
Deferred legal fees			702,000				521,000
Deferred underwriting fee payable			7,700,000				7,700,000
Total liabilities			9,172,000				8,607,000
Commitments and contingencies
Class A ordinary shares subject to possible redemption; 22,000,000 shares outstanding at $10.41 and $10.20 per share at June 30, 2025 and December 31, 2024, respectively			229,052,000				224,294,000
Shareholders’ deficit:
Preference shares, $0.0001 par value; 1,000,000 authorized shares; none issued or outstanding at June 30, 2025 and December 31, 2024			—				—
Class A ordinary shares, $0.0001 par value; 200,000,000 authorized shares; none issued or outstanding at June 30, 2025 and December 31, 2024 (excluding 22,000,000 shares subject to possible redemption)			—				—
Class B ordinary shares, $0.0001 par value, 20,000,000 authorized shares; 7,333,334 shares issued and outstanding at June 30, 2025 and December 31, 2024			1,000				1,000
Additional paid-in capital			—				—
Accumulated deficit			(8,338,000	)			(7,257,000	)
Total Shareholders’ deficit			(8,337,000	)			(7,256,000	)
Total liabilities, Class A ordinary shares subject to possible redemption and Shareholders’ deficit		$	229,887,000			$	225,645,000

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-22

Table of Contents

VINE HILL CAPITAL INVESTMENT CORP.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)

		For the three months ended June 30, 2025				For the six months ended June 30, 2025				For the period from May 24, 2024 (inception) to June 30, 2024(1)
General and administrative expenses		$	575,000			$	1,097,000			$	41,000
Loss from operations			(575,000	)			(1,097,000	)			(41,000	)
Other income (expense):
Interest income on Trust Account			2,392,000				4,758,000				—
Interest income on operating account			7,000				16,000				—
Other income			2,399,000				4,774,000				—
Net income (loss)		$	1,824,000			$	3,677,000			$	(41,000	)
Weighted average Class A ordinary shares outstanding – basic and diluted			22,000,000				22,000,000				—
Net income (loss) per Class A ordinary shares – basic and diluted		$	0.06			$	0.13			$	—
Weighted average Class B ordinary shares outstanding – Basic and diluted(1)			7,333,334				7,333,334				6,666,667
Net income (loss) per Class B ordinary shares – Basic and diluted		$	0.06			$	0.13			$	(0.01	)

____________

(1) Excludes, for the period ended June 30, 2024, an aggregate of up to 1,000,000 Class B ordinary shares, $0.0001 par value subject to forfeiture if the over-allotment option was not exercised in full by the underwriters. As a result of the underwriters’ partial exercise of their over-allotment option on September 12, 2024, 333,333 Class B ordinary shares were forfeited (see Note 5).

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-23

Table of Contents

VINE HILL CAPITAL INVESTMENT CORP.
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
(UNAUDITED)

For the three months ended June 30, 2025:

		Class B Ordinary Shares					Additional Paid-In Capital			Accumulated Deficit				Total Shareholders’ Deficit
		Shares		Amount
Balance as of March 31, 2025		7,333,334		$	1,000		$	—		$	(7,769,000	)		$	(7,768,000	)
Accretion in value of Class A ordinary shares		—			—						(2,393,000	)			(2,393,000	)
Net income		—			—			—			1,824,000				1,824,000
Balance as of June 30, 2025 (unaudited)		7,333,334		$	1,000		$	—		$	(8,338,000	)		$	(8,337,000	)

For the six months ended June 30, 2025:

		Class B Ordinary Shares					Additional Paid-In Capital			Accumulated Deficit				Total Shareholders’ Deficit
		Shares		Amount
Balance as of December 31, 2024		7,333,334		$	1,000		$	—		$	(7,257,000	)		$	(7,256,000	)
Accretion in value of Class A ordinary shares		—			—						(4,758,000	)			(4,758,000	)
Net income		—			—			—			3,677,000				3,677,000
Balance as of June 30, 2025 (unaudited)		7,333,334		$	1,000		$	—		$	(8,338,000	)		$	(8,337,000	)

For the period from May 24, 2024 (inception) to June 30, 2024:

		Class B Ordinary Shares					Additional Paid-In Capital			Accumulated Deficit				Total Shareholders’ Deficit
		Shares		Amount
Balance as of May 24, 2024 (inception)		—		$	—		$	—		$	—			$	—
Issuance of ordinary shares to Sponsor(1)		7,666,667			1,000			24,000			—				25,000
Net loss		—			—			—			(41,000	)			(41,000	)
Balance as of June 30, 2024		7,666,667		$	1,000		$	24,000		$	(41,000	)		$	(16,000	)

____________

(1) Includes an aggregate of up to 1,000,000 Class B ordinary shares, $0.0001 par value subject to forfeiture if the over-allotment option was not exercised in full by the underwriters. As a result of the underwriters’ partial exercise of their over-allotment option on September 12, 2024, 333,333 Class B ordinary shares were forfeited (see Note 5).

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-24

Table of Contents

VINE HILL CAPITAL INVESTMENT CORP.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)

		For the six months ended June 30, 2025				For the period from May 24, 2024 to June 30, 2024
Cash flows from operating activities
Net income (loss)		$	3,677,000			$	(41,000	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Income earned on investments held in Trust Account			(4,758,000	)			—
Formation expenses paid directly by Founders			—				16,000
Changes in operating assets and liabilities:
Increase in prepaid expenses			34,000
(Decrease) Increase in accounts payable			(4,000	)			—
(Decrease) in accrued liabilities			(8,000	)			25,000
Increase in deferred legal fees			181,000				—
Increase in deferred compensation – related parties			396,000				—
Net cash used in operating activities			(482,000	)			—
Net change in cash			(482,000	)			—
Cash – beginning of period			1,088,000				—
Cash – end of period		$	606,000			$	—
Supplemental disclosure of noncash activities:
Deferred offering costs and general and administrative costs paid by Sponsor in exchange for issuance of Class B ordinary shares		$	—			$	25,000
Deferred offering costs included in accrued offering costs		$	—			$	182,000
Deferred offering costs paid directly by Sponsor through loan		$	—			$	1,000

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-25

Table of Contents

VINE HILL CAPITAL INVESTMENT CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(UNAUDITED)

Note 1 — Description of Organization and Business Operations

Organization and General

Vine Hill Capital Investment Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on May 24, 2024. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the “Securities Act”, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

As of June 30, 2025, the Company had not yet commenced operations. All activity for the period from May 24, 2024 (inception) through June 30, 2025 relates to the Company’s formation and the initial public offering (“Offering”), which is described below, and subsequent to the Offering, identifying and completing a suitable business combination. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Offering.

All dollar amounts are rounded to the nearest thousand dollars.

Sponsor and Offering

The Company’s sponsor is Vine Hill Capital Sponsor I LLC (the “Sponsor”), a limited liability company formed in Delaware. The Company intends to finance its initial business combination with proceeds from the Offering of $220,000,000 of Units (as defined below) (See Note 3) and a private placement of 5,500,000 of Private Placement Warrants (as defined below) for an aggregate of $5,500,000 (See Note 4).

During September 2024, in two closings on September 9 and 12, 2024, the Company closed on the Offering of an aggregate 22,000,000 Units at $10.00 per unit (including 2,000,000 Units from the underwriters’ partial exercise of its over-allotment option) (Note 3) and the sale of 5,500,000 private placement warrants (“Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement with our Sponsor that closed simultaneously with the Offering on September 9, 2024 (Note 4). Upon the closing of the Offering (including the partial exercise of the underwriters’ over-allotment option) and private placement, $221,100,000 was placed in a trust account.

The Trust Account

The funds in the trust account are to be invested only in U.S. government treasury bills with a maturity of one hundred eighty-five (185) days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940 and that invest only in direct U.S. government obligations and may at any time be held as cash or cash items, including in demand deposit accounts at a bank. Funds will remain in the trust account until the earlier of (i) the consummation of the initial business combination or (ii) the distribution of the trust account proceeds as described below. The remaining proceeds outside the trust account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses.

The Company’s amended and restated memorandum and articles of association provides that, other than the permitted withdrawals (as defined below), if any, none of the funds held in the trust account will be released until the earlier of (i) the completion of the initial business combination; (ii) the redemption of any Class A ordinary shares, $0.0001 par value, of the Company (the “Public Shares”), that have been properly submitted in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) in a manner that would modify the substance or timing of its obligation to redeem the Public Shares in connection with the initial business combination or to redeem 100% of the Public Shares if the Company does not complete an initial business combination within 21 months from the closing of the Offering or (B) with respect to any other provision relating to the rights of holders of the Public Shares or pre-initial business combination activity; and

F-26

Table of Contents

VINE HILL CAPITAL INVESTMENT CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(UNAUDITED)

Note 1 — Description of Organization and Business Operations (cont.)

(iii) the redemption of 100% of the Public Shares if the Company is unable to complete an initial business combination within 21 months from the closing of the Offering (subject to the requirements of law). The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.

Initial Business Combination

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Offering, although substantially all of the net proceeds of the Offering are intended to be generally applied toward consummating an initial business combination. The initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on income earned on the trust account) at the time of the agreement to enter into the initial business combination. Furthermore, there is no assurance that the Company will be able to successfully effect an initial business combination.

The Company, after signing a definitive agreement for an initial business combination, will either (i) seek shareholder approval of the initial business combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their shares, regardless of whether they vote for or against the initial business combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account (net of amounts withdrawn to pay taxes, other than excise taxes, if any (“permitted withdrawals”)), or (ii) provide shareholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination, including interest less permitted withdrawals. The decision as to whether the Company will seek shareholder approval of the initial business combination or will allow shareholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval, unless a vote is required by law or under Nasdaq rules.

Pursuant to the Company’s amended and restated memorandum and articles of association if the Company is unable to complete the initial business combination within 21 months from the closing of the Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned (which interest shall be net of permitted withdrawals for taxes, if any, and up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish the holders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor, officers and directors will not be entitled to rights to liquidating distributions from the trust account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the initial business combination within 21 months of the closing of the Offering. However, if the Sponsor and management team acquire Public Shares in or after the Offering, they will be entitled to liquidating distributions from the trust account with respect to such shares if the Company fails to complete the initial business combination within the prescribed time period.

In the event of a liquidation, dissolution or winding up of the Company after an initial business combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution after payment of liabilities and after provision is made for each class of shares, if any, having preference over the ordinary shares.

F-27

Table of Contents

VINE HILL CAPITAL INVESTMENT CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(UNAUDITED)

Note 1 — Description of Organization and Business Operations (cont.)

The Company’s shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, upon the completion of the initial business combination, subject to the limitations described herein.

Risks and Uncertainties

The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from each of the ongoing Russia-Ukraine and Israel-Hamas and the recent escalation of the Israel-Iran conflict, as well as recent developments to U.S. trade policies. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia, the ongoing Israel-Hamas conflict, the recent escalation of the Israel-Iran conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the above-mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the ongoing Russia-Ukraine and the Israel-Hamas conflicts, the recent escalation of the Israel-Iran conflict and subsequent sanctions or related actions or the recent changes to trade policies by the United States and other countries, could adversely affect the Company’s search for an initial business combination and any target business with which the Company may ultimately consummate an initial business combination.

Liquidity and Capital Resources; Going Concern

As of June 30, 2025, the Company had cash and cash equivalents of approximately $606,000 and working capital of approximately $65,000 (which includes $649,000 of deferred compensation that is not payable until closing of an initial business combination). Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions indicate that the Company needs additional working capital. In addition, if the Company cannot complete a business combination before June 9, 2026, it could be forced to wind up its operations and liquidate unless it obtains shareholder approval to extend the date on which it must complete its initial business combination. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” as of June 30, 2025, the Company has concluded that these conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. The Company’s plan to deal with this uncertainty is to work closely with vendors and service providers to preserve cash and to complete a business combination prior to the time required for completion in June 2026 or to seek additional working capital from its Sponsor and/or external financing sources to the extent necessary. There is no assurance that the Company’s plans to consummate a business combination, work with creditors to preserve cash and to receive loans, if available, from its Sponsor and/or external financing sources will be successful or successful within the required timeframe. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

F-28

Table of Contents

VINE HILL CAPITAL INVESTMENT CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(UNAUDITED)

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements of the Company are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X promulgated under the Securities Act. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 26, 2025. The interim results for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the period ending December 31, 2025 or for any other future periods.

Emerging Growth Company

As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with original maturities of three months or less when acquired, to be cash equivalents. The Company’s cash equivalents included approximately $606,000 and $1,088,000, respectively, invested in a money market fund with a financial institution as of June 30, 2025 and December 31, 2024.

Investments Held in Trust Account

At June 30, 2025 and December 31, 2024 the balance in the Trust Account was held in a money market fund meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that invest solely in U.S. government treasury obligations. The Company’s investments are presented at fair value on the condensed

F-29

Table of Contents

VINE HILL CAPITAL INVESTMENT CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(UNAUDITED)

Note 2 — Summary of Significant Accounting Policies (cont.)

balance sheets. Gains and losses resulting from the change in fair value of investments held in the trust account are included in interest income on trust account in the condensed statements of operations. As of June 30, 2025 and December 31, 2024, the Company did not withdraw any interest earned on the trust account.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal Deposit Insurance Corporation coverage of $250,000. Any loss incurred or lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows.

Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

• Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

• Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

• Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheets as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The underwriters’ over-allotment option was deemed to be a freestanding financial instrument indexed on the shares subject to redemption and were accounted for as a liability pursuant to ASC 480 since it was not fully exercised at the time of the Offering. Upon the partial exercise

F-30

Table of Contents

VINE HILL CAPITAL INVESTMENT CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(UNAUDITED)

Note 2 — Summary of Significant Accounting Policies (cont.)

of the over-allotment option to purchase 2,000,000 Units, and the forfeiture of the remaining option to purchase 1,000,000 Units, this liability was removed and credited to over-allotment liability exercised and expired in the related statements of operations at that time.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Offering Costs

The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares. Offering costs allocated to the Class A ordinary shares are charged to temporary equity, offering costs allocated to the Public and Private Placement Warrants are charged to shareholders’ equity.

Offering costs amounted to approximately $10,632,000, consisting of $4,000,000 of upfront discount to the underwriters, $7,700,000 of deferred underwriting fees, and $932,000 of other offering costs, offset by a reimbursement from the underwriters of $2,000,000. Approximately $46,000 of such costs were allocated to the Public Warrants and Private Placement Warrants and the remainder, approximately $10,586,000 was allocated to Class A ordinary shares subject to redemption.

Net Income per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per share of ordinary shares is computed by dividing net income or loss applicable to ordinary shareholders by the weighted average number of shares of ordinary shares outstanding during the period plus, to the extent dilutive, the incremental number of shares of ordinary shares to settle Warrants, as calculated using the treasury stock method.

The Company has not considered the effect of the Warrants sold in the Offering and Private Placement to purchase an aggregate of 16,500,000 Class A ordinary shares in the calculation of diluted income per share, since their inclusion would be anti-dilutive under the treasury stock method and are contingent on future events. As a result, diluted income per share of Class A ordinary shares is the same as basic income per share of ordinary shares for the periods presented.

The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata among the two classes of ordinary shares. Net income per share of ordinary shares is calculated by dividing the net income by the weighted average number of shares of ordinary shares

F-31

Table of Contents

VINE HILL CAPITAL INVESTMENT CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(UNAUDITED)

Note 2 — Summary of Significant Accounting Policies (cont.)

outstanding during the respective period. The changes in redemption value that are accreted to Class A ordinary shares subject to redemption (see below) are representative of fair value and therefore is not factored into the calculation of earnings per share.

The following tables reflect the net income per share after allocating income between the shares based on outstanding shares:

		Three months ended June 30, 2025						Six months ended June 30, 2025
		Class A			Class B			Class A			Class B
Numerator:
Basic and diluted net income per ordinary share:
Allocation of income – basic and diluted		$	1,368,000		$	456,000		$	2,758,000		$	919,000
Denominator:
Basic and diluted weighted average ordinary share:			22,000,000			7,333,334			22,000,000			7,333,334
Basic and diluted net income per ordinary share		$	0.06		$	0.06		$	0.13		$	0.13

Class A Ordinary Shares Subject to Possible Redemption:

As discussed in Note 3, all of the 22,000,000 public shares sold as part of Units in the Offering (including the partial exercise of the underwriters’ over-allotment option) contain a redemption feature which allows for the redemption of public shares if the Company holds a shareholder vote or there is a tender offer for shares in connection with a business combination. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that in no event will it redeem its public shares in an amount that would cause its net tangible assets (i.e., total assets less intangible assets and liabilities) to be less than $5,000,001 upon the closing of a business combination.

While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,000, all Class A ordinary shares are redeemable and classified as such on the Company’s balance sheets until such time as a redemption event takes place. As of June 30, 2025, the value of Class A ordinary shares that may be redeemed is equal to approximately $10.41 per share.

The Company recognizes changes immediately as they occur and adjusts the carrying value of the securities at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A ordinary shares are affected by adjustments to accumulated deficit. Accordingly, as of June 30, 2025, all of the 22,000,000 public shares were classified outside of permanent equity. Class A ordinary shares subject to possible redemption consist of:

		Dollars				Shares
Gross proceeds of Offering		$	220,000,000			22,000,000
Less: Proceeds allocated to Public Warrants			(1,045,000	)		—
Proceeds allocated to over-allotment option			(408,000	)		—
Offering costs			(10,586,000	)		—
Plus: Accretion of carrying value to redemption value			16,333,000			—
Class A ordinary shares subject to possible redemption as of December 31, 2024		$	224,294,000			22,000,000
Plus: Accretion of carrying value to redemption value			4,758,000			—
Class A ordinary shares subject to possible redemption as of June 30, 2025		$	229,052,000			22,000,000

F-32

Table of Contents

VINE HILL CAPITAL INVESTMENT CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(UNAUDITED)

Note 2 — Summary of Significant Accounting Policies (cont.)

Warrant Instruments

The Company has accounted for the Public and Private Placement Warrants issued in connection with the Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging.” Accordingly, the Company evaluated and has classified the warrant instruments under equity treatment at their assigned values. There are currently Public or Private Placement Warrants currently outstanding to purchase an aggregate of 16,500,000 ordinary shares as of June 30, 2025.

Income Taxes

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Note 3 — Offering

In two closings on September 9, 2024 and September 12, 2024, the Company sold an aggregate 22,000,000 Units at a price of $10.00 per Unit for a total of $220,000,000 (including 2,000,000 Units as a partial exercise of the underwriters’ over-allotment option to purchase up to an additional 3,000,000 Units) (the “Units”). Each Unit consists of one Public Share and one-half of one warrant (each, a “Public Warrant” and collectively, the “Public Warrants”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustments (see Note 8). The Company allocated approximately $950,000 of the Offering proceeds to the estimated fair value of the Public Warrants using a Monte Carlo model (a Level 3 input) using the following assumptions:

Share price		$	10.00
Expected term (in years)			7
Volatility			4.7	%
Risk free rate			3.63	%

F-33

Table of Contents

VINE HILL CAPITAL INVESTMENT CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(UNAUDITED)

Note 3 — Offering (cont.)

The Company granted the underwriters a 45-day option to purchase up to 3,000,000 additional Units to cover any over-allotments at the Offering price less the underwriting discounts and commissions. The Company closed on the underwriters’ exercise of their option to purchase 2,000,000 Units on September 12, 2024. The underwriters forfeited the option to purchase the remaining 1,000,000 Units. The Units that were issued in connection with the over-allotment option are identical to the Units issued in the Offering. The Company considers the overallotment option a derivative instrument and had recorded it at its estimated fair value of $408,000 in its balance sheets at that time. The over-allotment liability was satisfied and extinguished upon the partial exercise and forfeiture in September 2024 and the relief of the liability was credited to the condensed statement of operations at that time. Estimated fair value at inception was determined using a Black-Scholes model (a Level 3 input) using the following assumptions:

Share price		$	10.00
Expected term (in years)			0.12
Volatility			7.09	%
Daily treasury yield curve			5.50	%

See Note 5 regarding the related reduction for forfeited Founder Shares.

Note 4 — Private Placement

Simultaneously with the closing of the Offering on September 9, 2024, the Sponsor purchased an aggregate of 5,500,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant in a private placement. Each Private Placement Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustments. Each Private Placement Warrant will become exercisable 30 days after the completion of the initial business combination and will expire after five years. If the initial business combination is not completed within 21 months from the closing of the Offering, the proceeds from the sale of the Private Placement Warrants held in the trust account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law).

Note 5 — Related Party Transactions

Founder Shares

In May 2024, the Company issued an aggregate of 7,666,667 Class B ordinary shares, $0.0001 par value (the “Founder Shares”), in exchange for a $25,000 payment (approximately $0.0033 per share) from the Sponsor to cover certain expenses on behalf of the Company. As used herein, unless the context otherwise requires, “Founder Shares” shall be deemed to include the Class A ordinary shares issuable upon conversion thereof. The Founder Shares are identical to the Public Shares included in the Units being sold in the Offering except that the Founder Shares automatically convert into Public Shares at the time of the initial business combination (with such conversion taking place immediately prior to, simultaneously with, or immediately following the time of the initial business combination, as may be determined by the directors of the Company) or earlier at the option of the holder and are subject to certain transfer restrictions, as described in more detail below. In addition, prior to the closing of the initial business combination, only holders of the Founder Shares had the right to vote on the appointment or removal of directors and on continuing the company in a jurisdiction outside of the Cayman Islands. The Sponsor agreed to forfeit up to an aggregate of 1,000,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters so that the Founder Shares will represent 25% of the Company’s issued and outstanding ordinary shares after the Offering. On September 12, 2024, the Company closed on the underwriters’ partial exercise of their over-allotment option to purchase 2,000,000 Units. The underwriters forfeited their option to purchase the remaining 1,000,000 Units. As such, 333,333 Founder Shares were forfeited, resulting in 7,333,334 Founder Shares being outstanding after the partial exercise of the underwriters’ over-allotment option at June 30, 2025. The Sponsor is not entitled to redemption rights with respect to any Founder Shares and any Public Shares held by the Sponsor in

F-34

Table of Contents

VINE HILL CAPITAL INVESTMENT CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(UNAUDITED)

Note 5 — Related Party Transactions (cont.)

connection with the completion of the initial business combination. If the initial business combination is not completed within 21 months from the closing of the Offering, the Sponsor will not be entitled to rights to liquidating distributions from the trust account with respect to any Founder Shares held by it.

The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of (A) six months after the completion of the initial business combination or (B) subsequent to the initial business combination (the date on which the Company consummates a transaction which results in the shareholder having the right to exchange its shares for cash, securities, or other property), in each case, subject to certain limited exceptions.

Registration Rights

The holders of Founder Shares, Private Placement Warrants (and their underlying securities) and warrants that may be issued upon conversion of working capital loans (and their underlying securities), if any, and any Class A ordinary shares issuable upon conversion of the Founder Shares and any Class A ordinary shares held by the initial shareholders at the completion of the Offering or acquired prior to or in connection with the initial business combination, are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the registration statement for the Offering. These holders are entitled to make up to three demands and have “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Administrative Support Agreement

Commencing on the date on which the securities are first listed on the Nasdaq Global Market in September 2024, the Company agreed to reimburse the Sponsor or an affiliate thereof in an amount equal to $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the initial business combination or the Company’s liquidation, the Company will cease paying these monthly fees. Approximately $30,000 and $60,000, respectively, was charged to operations during the three and six months ended June 30, 2025 for this agreement and no amounts were payable at June 30, 2025.

Executive Officer and Director Compensation

Also, commencing on the date on which the securities are first listed on the Nasdaq Global Market, in September 2024, the Company agreed to compensate each of its Chief Executive Officer and Chief Financial Officer $33,000 per month for their services prior to the consummation of the Company’s initial business combination, of which $16,500 per month would be payable on a current basis and the balance would be payable upon the completion of the Company’s initial business combination. In addition, the Company agreed to pay its Executive Director director fees of $33,000 per month, all of which would be payable upon the completion of the Company’s initial business combination. Approximately $297,000 and $594,000, respectively, was charged to operations during the three and six months ended June 30, 2025 for these agreements including approximately $396,000 which is payable upon completion of an initial business combination, and no amounts were payable at June 30, 2025. The total amount accrued for deferred compensation, including amounts from 2024, aggregate approximately $649,000 at June 30, 2025

Related Party Loans

On July 18, 2024, the Company and the Sponsor entered into a loan agreement, whereby the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable on the earlier of December 31, 2024, or the date on which the Company consummates the Offering. During the period from May 24, 2024 (inception) to the closing of the Offering in September 2024, the Company borrowed approximately $209,000 under the Note (all of which was borrowed in the three months ended September 30, 2024). The total amount under the Note was repaid at the closing of the Offering in September 2024 leaving no balance outstanding at either June 30, 2025 or December 31, 2024. There are no further borrowings available to the Company under the Note.

F-35

Table of Contents

VINE HILL CAPITAL INVESTMENT CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(UNAUDITED)

Note 5 — Related Party Transactions (cont.)

Working Capital Loans

In addition, in order to finance transaction costs in connection with the initial business combination, the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes its initial business combination, the Company would repay the Working Capital Loans. In the event that the initial business combination does not close, the Company may use a portion of proceeds held outside the trust account to repay the Working Capital Loans, but no proceeds held in the trust account would be used to repay the Working Capital Loans. If the Sponsor makes any Working Capital Loans, up to $2,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants and their underlying securities would be identical to the Private Placement Warrants. As of June 30, 2025, the Company had no Working Capital Loans.

Note 6 — Trust Account and Fair Value Measurement

The Company complies with FASB ASC 820, “Fair Value Measurements,” for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

Upon the closing of the Offering and the Private Placement, a total of $221,100,000 was deposited into the Trust Account. The proceeds in the Trust Account may be invested in either U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that invest solely in U.S. government treasury obligations.

At June 30, 2025 and December 31, 2024 the balance in the Trust Account was held in a money market fund meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that invest solely in U.S. government treasury obligations. The balance in the Trust Account is presented at fair value.

When it has them, the Company classifies its U.S. government treasury bills and equivalent securities as held-to-maturity in accordance with FASB ASC 320, “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity U.S. government treasury bills are recorded at amortized cost and adjusted for the amortization of discounts. There are no held-to-maturity securities held by the Company at June 30, 2025.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2025 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Since all of the Company’s permitted investments at June 30, 2025 consisted of money market funds that invest only in U.S. government treasury bills, fair values of its investment are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets or liabilities as follows:

Description at June 30, 2025		Level 1
Assets:
Money market funds		$	229,052,000

Description at December 31, 2024		Level 1
Assets:
Money market funds		$	224,294,000

F-36

Table of Contents

VINE HILL CAPITAL INVESTMENT CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(UNAUDITED)

Note 7 — Commitments and Contingencies

Underwriting Agreement

In September 2024 in connection with the Offering, the Company incurred an underwriting fee of $4,000,000 to the underwriters at the closing of the Offering, with an additional fee of 1.0% of the gross offering proceeds payable only upon the Company’s completion of its initial business combination and up to 2.5% of the gross offering proceeds, which will be reduced based on the percentage of total funds from the trust account released to pay redeeming shareholders (the “Deferred Discount”). The Deferred Discount will become payable to the underwriters from the amounts held in the trust account solely in the event the Company completes its initial business combination. In addition, the underwriters provided a credit to the Company at the closing of the Offering to reimburse certain of the Company’s expenses and fees in connection with the Offering.

Note 8 — Shareholders’ Deficit

Preference Shares

The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2025, there were no preference shares issued or outstanding.

Ordinary Shares

The authorized ordinary shares of the Company include up to 200,000,000 Class A ordinary shares with a par value of $0.0001 per share and 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. If the Company enters into an initial business combination, it may (depending on the terms of such an initial business combination) be required to increase the number of Class A ordinary shares which the Company is authorized to issue at the same time as the Company’s shareholders vote on the initial business combination to the extent the Company seeks shareholder approval in connection with the initial business combination. Holders of the Company’s ordinary shares are entitled to one vote for each ordinary share (except as otherwise expressed in the Company’s amended and restated memorandum and articles of association). As of June 30, 2025, after considering 22,000,000 Class A ordinary shares which are subject to possible redemption, there are no Class A ordinary shares issued or outstanding.

The Sponsor agreed to forfeit up to an aggregate of 1,000,000 Founder Shares depending on the extent to which the over-allotment option is not exercised by the underwriters so that the Founder Shares would represent 25% of the Company’s issued and outstanding ordinary shares after the Offering. On September 12, 2024, the Company closed on the underwriters’ partial exercise of their over-allotment option for 2,000,000 Units. The underwriters forfeited their option to purchase the remaining 1,000,000 Units. As such, 333,333 Founder Shares were forfeited, resulting in 7,333,334 Founder Shares being outstanding at June 30, 2025.

Warrants

As of June 30, 2025, there were 22,000,000 Public Warrants outstanding to purchase 11,000,000 Class A ordinary shares and 5,500,000 Private Placement Warrants outstanding to purchase 5,500,000 Class A ordinary shares. Each whole warrant entitles the holder thereof to purchase one whole Class A ordinary share at a price of $11.50 per share, subject to adjustment as described herein, at any time commencing 30 days after the completion of the initial business combination, provided that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a “cashless basis” under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrantholder may exercise its warrants only for a whole number of Class A ordinary shares. This means that only a whole warrant may be exercised at any given time by a warrantholder. No fractional warrants will

F-37

Table of Contents

VINE HILL CAPITAL INVESTMENT CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(UNAUDITED)

Note 8 — Shareholders’ Deficit (cont.)

be issued upon separation of the units and only whole warrants will trade. The warrants will expire five years after the completion of the initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors (including consideration of the market price) and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “New Issuance Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day following the effective date of the registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted to be equal to 115% of the higher of the Market Value and the New Issuance Price and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the New Issuance Price.

The Company did not register the Class A ordinary shares issuable upon exercise of the warrants at the time of the Offering. However, the Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of the initial business combination, the Company will use its commercially best efforts to file with the SEC a post-effective amendment to the registration statement or a new registration statement registering, under the Securities Act, the issuance of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the applicable warrant agreement. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but the Company will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Beginning 30 days after completion of the initial business combination, the Company may redeem the outstanding Public Warrants and Private Placement Warrants for cash:

• In whole and not in part;

• At a price of $0.01 per warrant;

• Upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”); and

• if, and only if, the last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrantholders.

The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout such 30 trading day period and the 30-day redemption period.

F-38

Table of Contents

VINE HILL CAPITAL INVESTMENT CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(UNAUDITED)

Note 9 — Segment Reporting

In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280); Improvements to Reportable Segment Disclosure” which introduced new annual and interim disclosure requirements for all public companies.

As a Special Purpose Acquisition Company (“SPAC”), the Company has not commenced any operations and its activities consist of seeking to identify a suitable business combination candidate and to perform the diligence, contractual, reporting and other obligations associated with completing a business combination transaction.

For purposes of ASU 2023-07, the Company is considered to operate in one segment, seeking to identify and close a business combination. As such, our expenses consist of the costs of identifying a business combination candidate and the diligence, contractual, reporting and other obligations associated with completing such business combination as well as expenses for ongoing professional and other costs to maintain our reporting, listing, compliance and administrative requirements of being a publicly traded company. In addition to such expenses, the Company has approximately $229,000,000 of investments in Trust and such investments generate interest or dividend income.

The new information required by ASU 2023-07 includes:

• Significant segment expenses:    Our operating expenses for the three and six months ended June 30, 2025 were approximately $575,000 and $1,097,000, respectively.

• Other segment items:    Other income of approximately $2,399,000 and $4,774,000, respectively, for the three and six months ended June 30, 2025 consists primarily of interest income on the trust account.

• Identification of the chief operating decision maker (“CODM”):    The chief operating decisions makers are the Chief Executive and Chief Financial Officers of the Company.

• Explanation of how the CODM uses the disclose measure of segment profit or loss:    The CODM works to maintain costs at a competitive level in its everyday operations. The CODM works to optimize its investment income on the limited choices of available assets based on market conditions. The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss. The measure of segment assets is reported on the balance sheets as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following: (a) expenses of maintaining its public reporting including accounting, auditing, legal, listing and regulatory, insurance, and (b) search for a business combination candidate, (c) diligence, financing, reporting and closing activities and (d) managing investments in the trust account in order to generate return for shareholders consistent with the regulations surrounding such investments.

Note 10 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after June 30, 2025, the balance sheet date, up to the date the financial statements were available to be issued and concluded there were no material subsequent events that are not already addressed in the financial statements.

F-39

Table of Contents

VINE HILL CAPITAL INVESTMENT CORP.
CONDENSED BALANCE SHEETS

		September 30, 2025				December 31, 2024
		(unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	431,000			$	1,088,000
Prepaid expenses			183,000				263,000
Total current assets			614,000				1,351,000
Investments held in Trust Account			231,462,000				224,294,000
Total assets		$	232,076,000			$	225,645,000
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable		$	28,000			$	4,000
Accrued liabilities			340,000				129,000
Deferred compensation -related parties			847,000				253,000
Total current liabilities			1,215,000				386,000
Other liabilities:
Deferred legal fees			1,860,000				521,000
Deferred underwriting fee payable			—				7,700,000
Total liabilities			3,075,000				8,607,000
Commitments and contingencies
Class A ordinary shares subject to possible redemption; 22,000,000 shares outstanding at $10.52 and $10.20 per share at September 30, 2025 and December 31, 2024, respectively			231,462,000				224,294,000
Shareholders’ deficit:
Preference shares, $0.0001 par value; 1,000,000 authorized shares; none issued or outstanding at September 30, 2025 and December 31, 2024			—				—
Class A ordinary shares, $0.0001 par value; 200,000,000 authorized shares; none issued or outstanding at September 30, 2025 and December 31, 2024 (excluding 22,000,000 shares subject to possible redemption)			—				—
Class B ordinary shares, $0.0001 par value, 20,000,000 authorized shares; 7,333,334 shares issued and outstanding at September 30, 2025 and December 31, 2024			1,000				1,000
Additional paid-in capital			—				—
Accumulated deficit			(2,462,000	)			(7,257,000	)
Total Shareholders’ deficit			(2,461,000	)			(7,256,000	)
Total liabilities, Class A ordinary shares subject to possible redemption and Shareholders’ deficit		$	232,076,000			$	225,645,000

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-40

Table of Contents

VINE HILL CAPITAL INVESTMENT CORP.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)

		For the three months ended September 30, 2025				For the three months ended September 30, 2024				For the nine months ended September 30, 2025				For the period from May 24, 2024 (inception) to September 30, 2024
General and administrative expenses		$	1,829,000			$	241,000			$	2,927,000			$	282,000
Loss from operations			(1,829,000	)			(241,000	)			(2,927,000	)			(282,000	)
Other income (expense):
Interest income on Trust Account			2,410,000				620,000				7,168,000				620,000
Interest income on operating account			5,000				3,000				22,000				3,000
Credit for overallotment option liability expiration			—				136,000				—				136,000
Other income			2,415,000				759,000				7,190,000				759,000
Net income			586,000			$	518,000			$	4,263,000			$	477,000
Weighted average Class A ordinary shares outstanding – basic and diluted			22,000,000				5,196,000				22,000,000				3,677,000
Class A ordinary shares – Basic net income per share		$	0.02			$	0.04			$	0.15			$	0.05
Class A ordinary shares – Diluted net income per share		$	0.02			$	0.04			$	0.15			$	0.04
Weighted average Class B ordinary shares outstanding – Basic			7,333,334				6,804,000				7,333,334				6,764,000
Diluted			7,333,334				7,333,334				7,333,334				7,430,770
Class B ordinary shares – Basic net income per share		$	0.02			$	0.04			$	0.15			$	0.05
Class B ordinary shares – Diluted net income per share		$	0.02			$	0.04			$	0.15			$	0.04

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-41

Table of Contents

VINE HILL CAPITAL INVESTMENT CORP.
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
(UNAUDITED)

For the three months ended September 30, 2025:

		Class B Ordinary Shares					Additional Paid-In Capital			Accumulated Deficit				Total Shareholders’ Deficit
		Shares		Amount
Balance as of June 30, 2025 (unaudited)		7,333,334		$	1,000		$	—		$	(8,338,000	)		$	(8,337,000	)
Accretion in value of Class A ordinary shares		—			—						5,290,000				5,290,000
Net income		—			—			—			586,000				586,000
Balance as of September 30, 2025 (unaudited)		7,333,334		$	1,000		$	—		$	(2,462,000	)		$	(2,461,000	)

For the nine months ended September 30, 2025:

		Class B Ordinary Shares					Additional Paid-In Capital			Accumulated Deficit				Total Shareholders’ Deficit
		Shares		Amount
Balance as of December 31, 2024		7,333,334		$	1,000		$	—		$	(7,257,000	)		$	(7,256,000	)
Accretion in value of Class A ordinary shares		—			—						532,000				532,000
Net income		—			—			—			4,263,000				4,263,000
Balance as of September 30, 2025 (unaudited)		7,333,334		$	1,000		$	—		$	(2,462,000	)		$	(2,461,000	)

For the three months ended September 30, 2024:

		Class B Ordinary Shares						Additional Paid-In Capital				Accumulated Deficit				Total Shareholders’ Deficit
		Shares			Amount
Balance as of June 30, 2024, (unaudited)		7,666,667			$	1,000		$	24,000			$	(41,000	)		$	(16,000	)
Issuance of 5,500,000 Private Placement Warrants		—				—			5,500,000				—				5,500,000
Estimated fair value of 11,000,000 Public Warrants issued as part of Units sold in the Offering		—				—			1,045,000				—				1,045,000
Allocated value of transaction costs to Public and Private Warrants		—				—			(46,000	)			—				(46,000	)
Accretion in value of Class A ordinary shares at closing of the Offering		—				—			(6,523,000	)			(7,236,000	)			(13,759,000	)
Over-allotment option exercised		—				—			—				272,000				272,000
Founder shares forfeited on partial exercise of underwriter over-allotment option		(333,333	)			—			—				—				—
Net income		—				—			—				518,000				518,000
Balance as of September 30, 2024 (unaudited)		7,333,334			$	1,000		$	—			$	(6,487,000	)		$	(6,486,000	)

F-42

Table of Contents

VINE HILL CAPITAL INVESTMENT CORP.
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT — (Continued)
(UNAUDITED)

For the period from May 24, 2024 (inception) to September 30, 2024:

		Class B Ordinary Shares						Additional Paid-In Capital				Accumulated Deficit				Total Shareholders’ Deficit
		Shares			Amount
Balance as of May 24, 2024 (inception)		—			$	—		$	—			$	—			$	—
Issuance of ordinary shares to Sponsor		7,666,667				1,000			24,000				—				25,000
Net loss		—				—			—				(41,000	)			(41,000	)
Balance as of June 30, 2024, (unaudited)		7,666,667				1,000			24,000				(41,000	)			(16,000	)
Issuance of 5,500,000 Private Placement Warrants		—				—			5,500,000				—				5,500,000
Estimated fair value of 11,000,000 Public Warrants issued as part of Units sold in the Offering		—				—			1,045,000				—				1,045,000
Allocated value of transaction costs to Public and Private Warrants		—				—			(46,000	)			—				(46,000	)
Accretion in value of Class A ordinary shares at closing of the Offering		—				—			(6,523,000	)			(7,236,000	)			(13,759,000	)
Over-allotment option exercised		—				—			—				272,000				272,000
Founder shares forfeited on partial exercise of underwriter over-allotment option		(333,333	)			—			—				—				—
Net income		—				—			—				518,000				518,000
Balance as of September 30, 2024 (unaudited)		7,333,334			$	1,000		$	—			$	(6,487,000	)		$	(6,486,000	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-43

Table of Contents

VINE HILL CAPITAL INVESTMENT CORP.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)

⚠️ Filing Content Truncated

This filing was too large to display in its entirety (original size: 28.93 MB). The content has been truncated to fit within database limits.

To view the complete filing, please visit the original source:

View Complete Filing on SEC Website

Filing: PREM14A - Vine Hill Capital Investment Corp. (VCIC)
Accession Number: 0001213900-26-024672

		For the nine months ended September 30, 2025				For the period from May 24, 2024 (inception) to September 30, 2024
Cash flows from operating activities
Net income		$	4,263,000			$	477,000
Adjustments to reconcile net income to net cash used in operating activities:
Income earned on investments held in Trust Account			(7,168,000	)			(620,000	)
Credit for over-allotment liability expired			—				(136,000	)
Formation expenses paid directly by Founders			—				16,000
Changes in operating assets and liabilities:
Decrease (increase) in prepaid expenses			80,000				(274,000	)
Increase in accounts payable			24,000				25,000
Increase in accrued liabilities			211,000				67,000
Increase in deferred legal fees			1,339,000				—
Increase in deferred compensation – related parties			594,000				55,000
Net cash used in operating activities			(657,000	)			(390,000	)
Cash used in investing activities
Investment of cash into Trust Account			—				(221,100,000	)
Net cash used in investing activities			—				(221,100,000	)
Cash flows from financing activities
Proceeds from Sponsor Note			—				150,000
Repay Sponsor Note			—				(209,000	)
Proceeds from sale of Units net of underwriting discounts and reimbursements			—				218,000,000
Proceeds from sale of Private Placement Warrants			—				5,500,000
Payment of offering costs			—				(535,000	)
Net cash provided by financing activities			—				222,906,000
Net (decrease) increase in cash			(657,000	)			1,416,000
Cash – beginning of period			1,088,000				—
Cash – end of period		$	431,000			$	1,416,000
Supplemental disclosure of noncash activities:

FAQ

What is the business combination proposed by Vine Hill (VCIC)?

It proposes merging Vine Hill into a SPAC merger subsidiary and using a Jersey court-sanctioned scheme to combine CoinShares into Holdco. The combined public company will be renamed CoinShares PLC and seeks Nasdaq listing under the symbol "CS".

How many securities are covered by the proxy/prospectus?

The proxy/prospectus covers up to 26,400,001 ordinary shares, 11,000,000 warrants and 11,000,000 ordinary shares issuable upon exercise of those warrants, to be issued in connection with the Business Combination.

What PIPE financing is disclosed in the filing?

CoinShares and Holdco entered a PIPE Subscription Agreement for a $50.0 million PIPE Investment: 5,000,000 CoinShares Shares plus 1,666,667 Commitment Fee Shares, subject to the PIPE investor’s compliance with the subscription terms.

How does shareholder redemption affect pro forma ownership?

The proxy shows five redemption scenarios: no redemption (Vine Hill public shareholders 14.3%), 25% (11.2%), 50% (7.7%), 75% (4.0%) and maximum redemption (0%), while CoinShares shareholders range from 78.4% to 91.5% accordingly.

What conditions must be met to close the Business Combination?

Closing is conditioned on approval of Vine Hill and CoinShares shareholders, Nasdaq listing approval for Holdco Ordinary Shares, Royal Court of Jersey sanction of the Scheme, HSR and other regulatory approvals, absence of injunctive orders and customary closing conditions.