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Vine Hill Capital Investment Corp. reported that its shareholders approved all proposals needed to complete its previously announced business combination with CoinShares International Limited and related transactions involving Odysseus Holdings Limited. At an extraordinary general meeting, shareholders representing approximately 81.342% of voting power as of March 2, 2026 formed a quorum and approved the business combination, SPAC merger, organizational document and NTA proposals.
Following these approvals, on March 30, 2026 Vine Hill will merge with and into its merger subsidiary, which will become a wholly owned subsidiary of Holdco, and on March 31, 2026 that entity is expected to acquire CoinShares via a Jersey court‑sanctioned scheme of arrangement, making CoinShares a wholly owned subsidiary. Vine Hill has also notified Nasdaq of its intention to voluntarily delist its units, Class A ordinary shares and warrants, with ordinary shares and warrants of Holdco expected to list on Nasdaq after closing, subject to satisfaction or waiver of customary closing conditions and Nasdaq listing requirements.
Vine Hill Capital Investment Corp. is a Cayman Islands SPAC formed in May 2024 that raised $220 million by selling 22,000,000 units at $10.00 each, placing $221,100,000 in a U.S. Treasury‑backed trust for public shareholders. The sponsor initially bought 7,666,667 Class B founder shares for $25,000 and now holds 7,333,334 after partial over‑allotment forfeiture. The SPAC has up to 21 months from its IPO to complete a business combination or redeem all public Class A shares, targeting at least 80% of trust value. It has signed a Business Combination Agreement to merge with CoinShares via a new Holdco, valuing CoinShares at $1.2 billion on a fully diluted basis, with each SPAC Class A share converting into one Holdco ordinary share and public warrants becoming Holdco warrants. Extensive redemption rights, lock‑ups and sponsor support, including forfeiture of 2,933,333 founder shares and cancellation of private placement warrants, are designed to support closing while protecting the $10.05‑per‑share redemption baseline, subject to creditor claims.
Vine Hill Capital Investment Corp. filed to announce a change in the physical location of its extraordinary general meeting on March 27, 2026, where shareholders will vote on the proposed business combination among Vine Hill, CoinShares International Limited and Odysseus Holdings Limited.
The in-person meeting has been moved to the offices of Paul Hastings LLP at 515 South Flower Street, 25th Floor, Los Angeles, California 90071, while the virtual meeting option remains available at https://www.cstproxy.com/vinehillcapital/2026 at 10:00 a.m. Eastern Time. The filing also reiterates that a Form F-4 Registration Statement, including the proxy statement/prospectus for the transaction, has been filed with the SEC and mailed to Vine Hill shareholders of record as of March 2, 2026.
Vine Hill Capital Investment Corp. is asking shareholders to approve a business combination that would merge Vine Hill into Odysseus (Cayman) Limited (SPAC Merger Sub) and, by court-sanctioned scheme of arrangement, combine the acquired CoinShares International Limited business into the resulting public company (to be renamed CoinShares PLC), subject to shareholder and regulatory approvals. The proxy/prospectus includes a $50,000,000 PIPE commitment for 5,000,000 CoinShares shares plus 1,666,667 commitment-fee shares, and a sponsor compensation of 4,400,001 Holdco Ordinary Shares (implied market value approximately $46.8M based on a referenced $10.63 per-share price). The Extraordinary General Meeting is scheduled for March 27, 2026 (record date March 2, 2026); Vine Hill public shareholders may redeem shares for a Redemption Price (illustrative $10.68 per share based on the Trust Account balance shown). The proposal package covers governance changes, merger approvals, amendments to organizational documents, net tangible asset amendments, and related approvals and adjournment authority.
Alyeska Investment Group, L.P. and related reporting persons disclosed a significant ownership stake in Vine Hill Capital Investment Corp. They report beneficial ownership of 1,967,329 Class A ordinary shares, representing 8.9% of the class as of the event date.
The filing shows they have shared power to vote and dispose of all 1,967,329 shares, with no sole voting or dispositive power. The ownership percentage is calculated assuming 22,000,000 ordinary shares outstanding, based on Vine Hill Capital’s Form 10-Q filed on November 13, 2025.
The investors certify that the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Vine Hill Capital, other than limited activities related to proxy nomination rules.
Highbridge Capital Management, LLC filed a Schedule 13G disclosing a significant passive stake in Vine Hill Capital Investment Corp. Highbridge reports beneficial ownership of 1,373,824 Class A ordinary shares, representing 6.2% of the class.
The percentage is based on 22,000,000 Class A ordinary shares outstanding as of November 12, 2025, as cited from the company’s Form 10-Q. Highbridge is an investment adviser to certain funds that directly hold the shares and states the position is held in the ordinary course of business, not to change or influence control of the issuer.
Aristeia Capital, L.L.C. filed an amended Schedule 13G reporting beneficial ownership of 1,514,440 Class A ordinary shares of Vine Hill Capital Investment Corp., equal to 6.88% of the class. This percentage is based on 22,000,000 shares outstanding as of November 12, 2025, as disclosed in Vine Hill’s Form 10-Q.
Aristeia reports sole voting and sole dispositive power over all 1,514,440 shares, with no shared voting or dispositive power. It certifies that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.
Vine Hill Capital Investment Corp. received an amended ownership report showing that a group of Harraden Circle investment entities and managing member Frederick V. Fortmiller, Jr. collectively beneficially own 2,168,279 shares of Class A common stock, representing 9.86% of the class as of 12/31/2025.
The filing states they have shared power to vote and dispose of all reported shares, with no sole voting or dispositive power. It is filed on a passive basis, certifying that the securities are not held to change or influence control of the company.
Vine Hill Capital Investment Corp. reported that several First Trust entities hold small, non‑controlling positions in its Class A ordinary shares. As of December 31, 2025, First Trust Merger Arbitrage Fund owned 643,428 shares, while First Trust Capital Management L.P., First Trust Capital Solutions L.P. and FTCS Sub GP LLC collectively owned 760,310 shares.
These stakes each represent less than 5% of the outstanding class and are certified as being held in the ordinary course of business, not to change or influence control of the company.
Vine Hill Capital Investment Corp. received an updated ownership report from several First Trust entities showing sub‑5% passive stakes in its Class A ordinary shares. First Trust Merger Arbitrage Fund reports beneficial ownership of 643,428 shares, representing 2.92% of the class. First Trust Capital Management L.P., First Trust Capital Solutions L.P., and FTCS Sub GP LLC collectively report beneficial ownership of 760,310 shares, or about 3.45–3.46% of the class. The reporting persons state the securities are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.