CoinShares International Limited announced today that it will merge with Vine Hill Capital Investment Corp. and Odysseus Holdings Limited to move its listing from Nasdaq Stockholm to the Nasdaq Stock Market in the United States.
The deal, valued at about $1.2 billion or SEK 11.3 billion, represents a premium of roughly 30.6% compared to CoinShares’ last closing price of SEK 132.6 on September 5.
The transaction is set to be completed by December 17, 2025, subject to shareholder and regulatory approvals.
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Structure of the Deal
The merger will be carried out under Jersey law using a court-sanctioned Scheme of Arrangement. CoinShares shareholders will exchange their ordinary shares for new shares in Odysseus Holdings, which will replace Vine Hill as the listed entity on Nasdaq in the U.S.
The equity exchange ratio has been set between approximately 1.7782 and 1.8319 Odysseus Holdings shares for each CoinShares share, depending on the final calculations at completion.
CoinShares also plans to carry out a private placement of 5 million ordinary shares at $10.04 per share, raising around $50.05 million in gross proceeds.
An institutional investor taking part in the placement will also receive an additional 1,666,667 shares, making the total issued 6,666,667 shares.
Impact on Shareholders and Options
Once the deal is completed, CoinShares shareholders will hold between 78.4% and 91.6% of Odysseus Holdings shares, depending on the redemption levels of Vine Hill’s public shares.
Existing employee stock options in CoinShares will be converted either into cash payments for vested options or into new options in Odysseus Holdings for unvested ones, with terms remaining largely unchanged.
Rationale for the Move
CoinShares has been a pioneer in Europe for crypto Exchange Trade Products, but the relative lack of liquidity and institutional participation in the current listing has capped the firm’s market capitalisation.
The aim of the US move is the provide the company with wider access to institutional investors, enhanced analyst access, and better visibility for future product launches.
CoinShares holds the ability to easily get these goals via the arrangement with Vine Hill, a US-listed special purpose acquisition company. The shift to a U.S. listing is a major step for CoinShares as it aims to grow its global presence.
Crypto on Nasdaq
Special-purpose acquisition companies have become a common route for crypto-related firms looking to enter the U.S. public markets.
Unlike traditional listings, SPAC mergers provide a faster path to market and allow companies to work closely with experienced management teams to navigate regulatory and market entry challenges.
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