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

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

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

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 $57.9million (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 $115.7million (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 $173.6million (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 $231.5million (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.

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 $46.8million (based upon the closing price of $10.63 per Vine Hill Class A Share on Nasdaq on February26, 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 $46.8million (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.

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 March27, 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

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 March6, 2026 and will first be mailed to Vine Hill’s shareholders on or about March6, 2026.

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 March27, 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.”

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.

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 March2, 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;

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 March25, 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 March25, 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.

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.

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

March6, 2026

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

	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

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 March27, 2026, you must request the information by March20, 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

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 January1, 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

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

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

“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 March27, 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

“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

“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

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

•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

•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

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 March27, 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

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

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 March2, 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

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 $57.9million (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

(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 $115.7million (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 $173.6million (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 $231.5million (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

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 March25, 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 September30, 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

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 $115.7million 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 September30, 2025, the aggregate fair value of Vine Hill Public Warrants that can be retained by redeeming Vine Hill Public Shareholders is $8.8million. Assuming the Maximum Redemption Scenario, resulting in Vine Hill Public Shares redeemed for an aggregate payment of $231.5million 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 September30, 2025, the aggregate fair value of Vine Hill Public Warrants that can be retained by redeeming Vine Hill Public Shareholders is $17.6million. 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

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 September30, 2025, funds in the Trust Account totaled approximately $231.5million 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

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

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

(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

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

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

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

A.The Extraordinary General Meeting will be held on March27, 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 March2, 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

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

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 September30, 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

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 March27, 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

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

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

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

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

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

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

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

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

Equity Stake Upon Closing

As of March2, 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

(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 $57.9million (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 $115.7million (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 $173.6million (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

(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

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 153,066,668shares (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 153,066,668shares 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

(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 June30, 2025, according to Trackinsight (as of July3, 2025). CoinShares’ AUM has more than tripled over the last two years, from approximately $2.62billion, as of the end of the third quarter of 2023, to approximately $8.05billion, 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

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

•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

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

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 March27, 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 March24, 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 March2, 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

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

•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

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 March25, 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

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 February26, 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 $46.8million. 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 May19, 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

•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 $46.8million (based upon the closing price of $10.63 per Vine Hill Class A Share on Nasdaq on February26, 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 $46.8million (based upon the closing price of $10.63 per Vine Hill Class A Share on Nasdaq on February26, 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

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 $46.8million (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

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

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 $57.9million (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 $115.7million (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 $173.6million (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

(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

•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

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

•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 June30, 2025. The weighted average shares outstanding and net loss per share information for the six months ended June30, 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

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

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 IFRS3, 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 IFRS2,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 IFRS2, 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 Standard32, 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

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

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

•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

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

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

•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

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

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

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

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

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

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

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

•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

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 December31, 2024 and 2023, the Company had $2,430.8million and $126.8million 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

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

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

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

•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

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 December31, 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 December31, 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

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

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, includingincreased 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

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 $25.6million. 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

(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

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

•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

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

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 December31, 2024 and 2023 and the period ended June30, 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

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

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

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

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

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 June30, 2025, we held digital assets in the custody of Komainu and Zodia of $3.7billion and $0.5billion, 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

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

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 December31, 2024 and 2023 and reviewing the CoinShares interim financial statements as of June30, 2025 and for the period ended June30, 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 December31, 2024 and 2023, and for the periods then ended

65

and June30, 2025 and the periods ended June30, 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

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 December31, 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

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 $1.235billion, or (c) in which Holdco is deemed to be a large accelerated filer; and (ii) the date on which Holdco has issued more than $1.00billion 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

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

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 September30, 2025, there was $231.5million 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

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

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 September30, 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

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

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

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

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 February26, 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 $46.8million. 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

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 February26, 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 $46.8million. 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

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 February26, 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 $46.8million. 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

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

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 Accountthan 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

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

no higher than the Redemption Price for the Vine Hill Public Shares. For illustrative purposes, as of September30, 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 $17.6million, assuming a closing price of $1.60 as reported by Nasdaq on September30, 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

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

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

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

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

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 153,066,668shares. 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

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 September30, 2025, there was $231.5million 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

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

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

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

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

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

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

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 September30, 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

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 March27, 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 March24, 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

•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 March2, 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

“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

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

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 September30, 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

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 February26, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus, was $10.63. As of March2, 2026, the Record Date, funds in the Trust Account totaled $235.1million 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

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 March2, 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

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

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

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

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

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

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 and12, 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

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 $1.2billion expressed as enterprise value in the prior non-binding letter of intent and corresponded to a pro forma enterprise value of $920.8million, 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

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

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 July26, 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 $5.5million 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

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 and7, 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 and12, 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

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 September1, 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

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 September2, 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 September2, 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 September2, 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 September3, 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 $4.0million 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 September5, 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 $4.0million 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

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

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

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 June30, 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 $1.2billion 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 $60.7million, and fees and expenses of Vine Hill of approximately $7.0million (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 December31, 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 $29million 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 $920.8million based on CoinShares’ historical financial information, certain effects of the proposed Business Combination and the corresponding pre-money transaction equity value of $1.2billion 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

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

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

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

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 July3, 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

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 June30, 2025, according to Trackinsight (as of July3, 2025). CoinShares’ AUM has more than tripled over the last two years, from approximately $2.62billion, as of the end of the third quarter of 2023, to approximately $8.05billion, 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 June30, 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

•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 December31, 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

•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

•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 $231million (excluding taxes payable on the income earned on the Trust Account) and 80% thereof represents approximately $185million. 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

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 February26, 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 $78million. 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 May19, 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

•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

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

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 IFRS3, 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 IFRS2,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 IFRS2, 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 Standard32, 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

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

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

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

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

(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

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

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

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 areapproved. 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

	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

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

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

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

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

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

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

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

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

•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

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

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

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

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 December31, 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

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

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

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

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

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

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

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

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 December31, 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 April1, 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

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 December31, 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 April1, 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

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

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 theaudited 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

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

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 belowfor 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 IFRS3, 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 IFRS2,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

In accordance with IFRS2, 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 Standard32, 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 September30, 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

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

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

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)