Financial Position - The company has approximately $220 million from its initial public offering to pursue its initial business combination [363]. - As of December 31, 2025, the company reported approximately $92,000 in cash and cash equivalents and $1,471,000 in negative working capital [366]. - The Company had cash and cash equivalents of approximately $92,000 and working capital of approximately $1,471,000 as of December 31, 2025 [395]. - The net proceeds from the initial public offering were approximately $222,500,000, with $221,100,000 deposited in the trust account [391]. - The Company drew down $250,000 under a working capital loan in November 2025, with an additional $290,000 drawn in January 2026 [397]. - The Company has concluded that conditions raise substantial doubt about its ability to continue as a going concern within one year after the financial statements are issued [395]. Business Combination - A business combination agreement was entered into on September 8, 2025, involving CoinShares and SPAC Merger Sub [367]. - Each SPAC Class A Share will be converted into one Holdco Ordinary Share as part of the merger [371]. - The acquisition of CoinShares will be valued at $1.2 billion, with the equity value per share determined by the number of fully diluted CoinShares equity securities [371]. - The business combination is subject to customary conditions, including shareholder approvals and regulatory approvals [376]. - The business combination agreement allows for termination if the transactions are not consummated by June 8, 2026 [380]. - The Company intends to use substantially all funds in the trust account to complete its initial business combination [392]. - The company intends to target businesses with enterprise values greater than what can be acquired with the net proceeds from the initial public offering and private placement warrants [398]. Costs and Expenses - The company expects to incur significant costs in pursuing its acquisition and financing plans [366]. - The operating costs for the year ended December 31, 2025, were approximately $449,000, with significant costs incurred for professional fees and executive compensation totaling around $1,308,000 [389]. - The company has incurred and expects to continue to incur increased expenses due to being a public company, including legal and compliance costs [389]. - The company will compensate its CEO and CFO $33,000 per month prior to the initial business combination, with $16,500 payable currently and the remainder upon completion [401]. - The company has agreed to pay its Executive Director $33,000 per month prior to the initial business combination, all payable upon completion [401]. Financing and Capital Needs - The Company expects to incur significant costs in pursuit of its financing and acquisition plans, indicating a need for additional working capital [395]. - The company may need to seek additional financing if the cash portion of the purchase price exceeds the amount available from the trust account after redemptions by public shareholders [398]. - If the company cannot complete its initial business combination due to insufficient funds, it will be forced to cease operations and liquidate the trust account [399]. - The company may need additional financing to meet obligations following the initial business combination if cash on hand is insufficient [399]. - There is no limitation on the company's ability to raise funds through equity or debt in connection with its initial business combination [398]. - The company may incur significant dilution for public shareholders if additional funds are raised through equity or convertible debt issuances [398]. Operations and Accounting - As of December 31, 2025, the company had not commenced operations and all activities related to its formation and initial public offering [388]. - Management does not believe the company has any critical accounting estimates as of December 31, 2025 [402]. - As of December 31, 2025, the company had no long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities, except for an Administrative Support Agreement costing $10,000 per month [400].
Vine Hill Capital Investment Corp.(VCIC) - 2025 Q4 - Annual Report