Core Viewpoint - CoinShares International Limited is preparing for its U.S. public listing and aims to leverage its institutional-grade research capabilities, crypto expertise, and active management to introduce innovative products in the U.S. market [1][2]. Group 1: Strategic Approach - The company plans to apply successful European strategies to the U.S. market, focusing on differentiated products rather than single-asset crypto ETPs, which have become commoditized [2][3]. - CoinShares has a history of product innovation, including launching the world's first bitcoin ETP in 2015, which has helped maintain strong margins [2]. Group 2: Product Development - Over the next 12-18 months, CoinShares aims to launch innovative products in three core categories: crypto equity exposure vehicles, thematic baskets targeting blockchain trends, and actively managed strategies combining crypto with other assets [5][6]. - The CoinShares Bitcoin Miners ETF (WGMI) has shown strong market demand, growing to over $250 million in assets under management with a management fee of 0.75%, indicating the potential for premium pricing and sustainable margins [4][6]. Group 3: Market Positioning - The company is streamlining its U.S. product lineup by discontinuing the CoinShares Bitcoin Futures Leveraged product to focus on higher-margin opportunities [7]. - CoinShares positions itself as a disciplined, high-value player in the U.S. public markets, aiming to create sustainable shareholder value through its differentiated expertise [8].

Core Viewpoint - CoinShares International Limited and Vine Hill Capital Investment Corp. are progressing towards a business combination, with a draft registration statement submitted to the SEC, marking a significant step in the transaction process [1][2]. Group 1: Transaction Details - The completion of the transaction is anticipated around the end of Q1 2026, contingent on the SEC's review of the F-4 registration statement and the inclusion of CoinShares' interim unaudited half-year 2025 financial statements along with audited statements for fiscal years 2024 and 2023 [2]. - The transaction is subject to customary closing conditions, including shareholder approvals from both CoinShares and Vine Hill, necessary legal approvals from the Royal Court of Jersey, and the effectiveness of the F-4 registration statement [3]. Group 2: Company Background - CoinShares is a prominent global digital asset manager, providing a wide range of financial services including investment management and trading, with a client base that includes corporations, financial institutions, and individuals [4]. - Vine Hill is a special purpose acquisition company (SPAC) that raised $220 million in its initial public offering in September 2024, focusing on unlocking shareholder value through public market strategies [5].

Financial Position - As of September 30, 2025, the company had approximately $431,000 in cash and cash equivalents and negative working capital of approximately $601,000, which includes about $847,000 in deferred compensation[116] - As of September 30, 2025, the company had cash and cash equivalents of approximately $431,000 and negative working capital of approximately $601,000[145] - The company has no off-balance sheet financing arrangements or obligations as of September 30, 2025[146] - As of September 30, 2025, the company has no long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities[148] Business Combination - The company entered into a business combination agreement on September 8, 2025, with CoinShares International Limited and other entities, aiming to merge and create a publicly traded company[117] - Each SPAC Class A Share will be converted into one Holdco Ordinary Share at the SPAC Effective Time, with the business combination valued at approximately $1.2 billion[121] - The business combination is subject to customary conditions, including shareholder approvals and regulatory clearances[126] - The business combination will result in CoinShares becoming a wholly-owned subsidiary of SPAC Merger Sub[120] - The company intends to use substantially all funds in the trust account to complete its initial business combination[140] - If the company cannot complete a business combination before June 9, 2026, it may be forced to liquidate unless it receives an extension approval from its shareholders[145] Financial Performance - The company has incurred operating costs of approximately $1,358,000 and $1,539,000 for the three and nine months ended September 30, 2025, respectively, primarily due to business combination costs and executive compensation[136] - Other income for the three and nine months ended September 30, 2025 consisted of approximately $2,415,000 and $7,190,000, respectively, primarily from interest income related to the trust account[138] - The company raised approximately $222,500,000 from its initial public offering, with $221,100,000 deposited in the trust account[139] Management and Operations - The company has agreed to operate its business in the ordinary course and refrain from taking certain actions without prior consent from CoinShares[124] - The company pays $10,000 per month for administrative support related to its initial public offering[148] - Starting September 6, 2024, the CEO and CFO will receive $33,000 per month, with $16,500 payable currently and the remainder upon the completion of the initial business combination[149] - The Executive Director will also receive $33,000 per month, all payable upon the completion of the initial business combination[149] Future Outlook and Risks - The company expects to incur significant costs in pursuing its acquisition and financing plans[116] - The company expects to incur significant costs in pursuit of its financing and acquisition plans, indicating a need for additional working capital[145] - The company may need to seek additional financing to complete its initial business combination or due to potential redemptions by public shareholders[144] - The company has not engaged in any operations or generated revenues to date, with all activities related to its formation and the initial public offering[135] Accounting and Reporting - The company does not believe it has any critical accounting estimates that could materially affect reported financial results[151] - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[152]

Financial Position - As of June 30, 2025, the company had approximately $606,000 in cash and cash equivalents and working capital of approximately $65,000[95] - As of June 30, 2025, the Company had cash and cash equivalents of approximately $606,000 and working capital of approximately $65,000[108] - There are no off-balance sheet financing arrangements or long-term liabilities as of June 30, 2025[109][110] Operating Costs - The company incurred operating costs of approximately $327,000 and $654,000 for the three and six months ended June 30, 2025, primarily related to executive compensation and administrative services[97] - The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans, indicating a need for additional working capital[108] - The company expects to incur approximately $350,000 for legal, accounting, and due diligence expenses related to business combinations[104] - The Company has ongoing professional costs to maintain compliance as a publicly traded entity, which are expected to increase as it identifies business combination targets[103] - The Company pays an affiliate of its Sponsor $10,000 per month for office space, utilities, and administrative support[111] - The Company has agreed to compensate its Chief Executive Officer and Chief Financial Officer $33,000 per month prior to the consummation of the initial business combination[112] Revenue and Income - The company has no operating revenues to date and will not generate revenues until after completing an initial business combination[96] - Other income for the three and six months ended June 30, 2025, included approximately $2,399,000 and $4,774,000, respectively, of interest income from the trust account[99] Business Combination and Future Plans - The net proceeds from the initial public offering were approximately $222,500,000, with $221,100,000 deposited in the trust account[101] - The company plans to use substantially all funds in the trust account to complete its initial business combination[102] - The company anticipates significant costs in pursuing acquisition and financing plans, with no assurance of success[95] - The company may need to raise additional funds to complete its initial business combination, which could lead to significant dilution for public shareholders[107] - If the Company cannot complete a business combination before June 9, 2026, it may be forced to wind up operations unless it receives an extension approval from shareholders[108] Accounting and Compliance - The Company has no critical accounting estimates that could materially differ from actual results[114] - The financial statements do not include adjustments that might result from uncertainties regarding the Company's ability to continue as a going concern[108] - The Company has not entered into any agreements for non-financial assets or guaranteed any debt of other entities[110] Cash Management - The Company plans to work closely with vendors and service providers to preserve cash while seeking additional working capital if necessary[108]

Financial Position - As of March 31, 2025, the company had approximately $818,000 in cash and cash equivalents and working capital of approximately $534,000, which includes $451,000 of deferred compensation payable upon closing of an initial business combination[97]. - As of March 31, 2025, the company had no long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities[112]. - The company has no off-balance sheet financing arrangements or obligations as of March 31, 2025[110]. Operating Costs - The company incurred operating costs of approximately $327,000 for the three months ended March 31, 2025, primarily due to executive and director compensation and administrative service fees[99]. - The company expects to incur approximately $350,000 for legal, accounting, and due diligence expenses related to business combinations, along with other operational costs[105]. - The company pays $10,000 per month for administrative support under an agreement with an affiliate of its Sponsor[112]. Revenue and Income - Other income for the three months ended March 31, 2025, included approximately $2,375,000 of interest income, with about $2,366,000 from the trust account[101]. - The company has not engaged in any operations or generated revenues to date, with all activities focused on preparing for the initial public offering[98]. Business Combination Plans - The net proceeds from the Initial Public Offering were approximately $222,500,000, with $221,100,000 deposited in the trust account for future business combinations[102]. - The company plans to utilize substantially all funds in the trust account to complete its initial business combination[103]. - The company has not selected any specific business combination target and has not engaged in substantive discussions regarding potential targets[95]. Management Compensation - Starting September 6, 2024, the CEO and CFO will each receive $33,000 per month, with $16,500 payable currently and the balance upon the completion of the initial business combination[113]. - The Executive Director will also receive $33,000 per month, all payable upon the completion of the initial business combination[113]. Going Concern - The company has significant costs anticipated in pursuing acquisition and financing plans, raising concerns about its ability to continue as a going concern within one year[109]. Accounting and Reporting - The company does not believe it has any critical accounting estimates that could materially affect reported financial results[115]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[116].

Financial Performance - The company has not generated any operating revenues to date and will only do so after completing the initial business combination[312]. - Other income for the period from inception to December 31, 2024 included approximately $3,194,000 in interest income from the trust account[313]. - Net income per ordinary share is calculated by dividing net income applicable to ordinary shareholders by the weighted average number of ordinary shares outstanding[329]. Initial Public Offering - The company raised a total of $220,000,000 from the Initial Public Offering by selling 22,000,000 Units at a price of $10.00 per Unit[308]. - The net proceeds from the Initial Public Offering and private placement totaled approximately $222,500,000 after deducting offering expenses of about $1,000,000 and underwriting commissions of $4,000,000[314]. - The company does not anticipate needing to raise additional funds following the Initial Public Offering to meet operational expenditures[322]. Financial Position - As of December 31, 2024, the company had approximately $1,088,000 in cash and cash equivalents and approximately $1,218,000 in working capital, excluding $253,000 of deferred compensation[320]. - The company has sufficient funds for working capital needs until at least one year from the date of the financial statements issuance[320]. - As of December 31, 2024, the company has no off-balance sheet financing arrangements or obligations[323]. Costs and Expenses - The company incurred approximately $310,000 in professional fees and $337,000 in costs related to identifying and evaluating target businesses from inception to December 31, 2024[312]. - The company expects to incur significant costs in pursuit of its acquisition and financing plans, with primary liquidity requirements estimated at approximately $350,000 for legal and due diligence expenses[317]. - The company may incur additional expenses related to maintaining compliance as a publicly traded company, which are expected to increase[312]. Agreements and Compensation - The company has entered into an Administrative Support Agreement, paying $10,000 per month for office space and administrative support[325]. - Starting September 6, 2024, the CEO and CFO will be compensated $33,000 per month prior to the initial business combination, with $16,500 payable currently[326]. Investment and Use of Funds - The funds in the trust account will be used to complete the initial business combination and will be invested in cash or U.S. government treasury bills[315]. - Class A ordinary shares are subject to possible redemption and are presented as temporary equity outside of permanent equity[328]. Accounting Standards - Management does not expect any recently issued accounting standards to materially affect financial statements[330].

Financial Position - As of September 30, 2024, the company had approximately $1,416,000 in cash and cash equivalents and approximately $1,504,000 in working capital[97]. - The company has determined it has sufficient funds for working capital needs for at least one year from the date of the financial statements[109]. - As of September 30, 2024, the company has no long-term debt, capital lease obligations, or long-term liabilities[114]. Initial Public Offering - The company completed its initial public offering of 20,000,000 units at an offering price of $10.00 per unit, generating gross proceeds of $200,000,000[98]. - An additional 2,000,000 units were purchased by underwriters, bringing total proceeds held in the trust account to $221,100,000[99]. - The net proceeds from the initial public offering, after deducting offering expenses and underwriting commissions, were approximately $222,500,000[103]. - The company intends to use substantially all funds held in the trust account to complete its initial business combination[104]. Operating Costs and Financial Expectations - The company has incurred operating costs of approximately $136,000 for the three months ended September 30, 2024, and approximately $176,000 for the period from inception to September 30, 2024[102]. - The company expects to incur significant costs in pursuit of its acquisition and financing plans, with estimated primary liquidity requirements totaling approximately $1,500,000[107]. - The company does not anticipate needing to raise additional funds post-initial public offering to cover operational expenditures[111]. Management and Compensation - Compensation for the CEO and CFO is set at $33,000 per month, with $16,500 payable currently and the remainder upon completion of the initial business combination[115]. - The company has entered into an Administrative Support Agreement, paying $10,000 per month for office space and administrative support[114]. Financial Operations - The company has not engaged in any operations or generated any revenues to date, with future income expected to come from interest or dividend income on cash and cash equivalents[102]. - The company has not engaged in any off-balance sheet financing arrangements or established special purpose entities[113]. - There are no critical accounting estimates identified by management that could materially affect reported financial results[116]. - The company is classified as a smaller reporting company and is not required to provide extensive market risk disclosures[117]. Financing Arrangements - Up to $2,500,000 of loans from the sponsor may be convertible into warrants at a price of $1.00 per warrant[110].